Upon Commencement of any commercial production from the property, the Company must issue to Falconbridge an additional 250,000 common shares. If at the time of issuance, the Company’s common share price is below $4.00 per share, the Company is obligated to pay, in cash, the difference between $1,000,000 and the value of the 250,000 common shares issued. This amount is figured by the average trading price which is less than $4.00 per share multiplied by 250,000 common shares.

If the Company is unable to comply with the terms of the above agreement, it will be required to execute a re-transfer of its interest in the project to Falconbridge which would result in Falconbridge holding a 100% interest in the Morrison claims.

The final cash payment of $1,500,000 was due to Falconbridge on or before April 19, 2007. In September 2006, the Company satisfied this payment by paying Falconbridge $1,450,000 after negotiating a $50,000 early payment discount. In addition to the cash payments, the Company issued 250,000 common shares and 250,000 warrants exercisable until June 5, 2006 at an exercise price of $4.05.

During 2005, Noranda amalgamated with Falconbridge and continued as Falconbridge Limited.  In August 2006, Falconbridge was acquired by Xstrata Plc.  In May 2013, Xstrata was acquired by Glencore PLC.  There were no changes to the Company’s agreement with Noranda/FalconbridgeFalconbridge/Xstrata/Glencore as a result of either merger.

Regional Geology

The properties are situated on the northern edge of the Skeena Arch in a region underlain by volcanic, clastic and epiclastic rocks. This sequence of rocks has been cut by a northwest trending series of faults that have created a long linear sequence of horsts and grabens. The rocks have been intruded by a variety of intermediate to felsic stocks, plugs and dykes of Eocene age.

During the Tertiary-Eocene period, Biotite Feldspar Porphyry (“BFP”) plugs and stocks of the Babine Igneous Suite were emplaced along major faults in a continental magmatic arc. Porphyry copper deposits in the area are temporally and spatially associated with the Babine Igneous Suite intrusions.

Property Geology

The Morrison copper-gold porphyry deposit is an elongated 600 by 1,500 m long northwesterly-trending deposit. The main BFP pluton at Morrison is a faulted plug, with nearly vertical contacts, which occupies a northwesterly oriented elliptical area. The Morrison plug is known to contain a large number of phases of BFP. There are numerous offshoots of the plug, many of which are northerly trending dykes or sills. The offshoots vary in width from less than 1 meter to greater than 500 meters.

The mineralization at Morrison occupies the central part of a major graben that is a component of the regional northwesterly trending block-fault system of the Babine area. The western bounding fault is believed to be along Morrison Lake, and the eastern fault is about 0.8 kilometers east of the property. The

most prominent structure at Morrison is the north-northwest trending East Fault, which bisects the BFP plug and copper zone. The Morrison copper zone conforms to the shape of the BHP plug and is disrupted by the East and West faults. The copper zone is defined by external and internal boundaries that mark the limits of lithologic units with copper content consistently greater than 0.2% copper. In most places, the external boundary is relatively sharp and copper content declines outward to less than 0.1% copper within about 40 meters. The low-grade core averages between 0.15-0.2% copper. All copper sulphides are primary, with chalcopyrite the main copper-bearing mineral. A pyrite halo is developed in the chlorite-carbonate altered wallrock that spatially bounds the copper zone. Copper mineralization is weakly developed in the pyrite halo.

Current Infrastructure

Only minimal facilities currently exist on the property. An exploration camp is on site, and can accommodate 20 persons.  Other, smallerSmaller buildings are on site, including a permanent core shack. Most exploration supplies are brought in via barge across Babine Lake and stored on site for the duration of the exploration program. Access from the barge landing to the camp and the exploration area is by heavy logging road. This network of logging roads is maintained by Canfor, a separate company that has logging rights over the area, including the Company’s property.

Water is available from the lakes and watercourses adjacent to the property. This water can be used for both potable and process water. A large source of electrical power is not currently available on the project site. An existing BC Hydro substation is located on the west side of Babine Lake near Granisle Township. An existing 138 kV line served the Bell mine site south of the property. In June 2008, the Company confirmed the availability of power from the Bell mine electrical facility which is now energized at 25 kV and can be re-energized to its design voltage. A new 24.7 km 138 kV overhead line will be constructed to link from the former Bell mine site to the proposed Morrison mine site substation. BC Hydro has completed a study regarding the system load for the new line.

The economy of the region is based upon resource production, primarily mining and logging. The town of Granisle on Babine Lake was built to support the mines in the area, and offers housing and basic support services. An experienced workforce lives in the area of the property, and it is anticipated that most would commute to the property daily via barge or boat.

Previous Exploration History

The Morrison Lake area was first explored for minerals in the early 1960’s. Regional stream sediment sampling in 1962 by Noranda Exploration Ltd. led to the discovery of the Morrison deposit in 1963. Between 1963 and 1973, Noranda conducted exploration at Morrison and drilled 95 diamond holes. By 1968, a sub-economic copper deposit had been outlined at Morrison that consisted of two zones. The zones are immediately northwest and southeast of a small central pond, and their positions correspond closely to strong geochemical and magnetic anomalies. Geological mapping done in 1963 and 1967 indicated the possibility that the two zones might be part of a single faulted deposit. Drilling in 1970 to test the central areas succeeded in joining the portions of the faulted copper zone. In total, Noranda drilled 95 diamond drill holes totaling 13,893 meters.

Following the completion of the 1973 drill program, Noranda conducted no further field work at Morrison, although pit design studies were conducted in 1988 and 1990 in order to determine if the deposit could economically supply feed to the operating mill at its Bell Mine located approximately 15 kilometers south. Noranda determined that the deposit would not be economical to mine and process at Bell at that time.

Prior Exploration by Pacific Booker

The Company acquired an option to acquire the Morrison property in 1997. The Company initiated Phase I exploration shortly after finalizing the option agreement. Work including a property wide geochemical survey, trenching, mapping, and diamond drilling was conducted from 1997 to July 2000. Eleven diamond drill holes of large size NQ core totaling 3,818 meters were used to confirm and validate Noranda’s previous work as well as to test and define the mineralization at depth. Based upon the results of the Phase 1 program, the Company initiated Phase 2 of exploration, which included the drilling of 13 additional diamond drill holes totaling 3,181 in order define the configuration and potential economic limits of the deposit. The Company also completed an IP survey over the northwest sector of the deposit area to search for possible extensions to the known deposit and to possibly define the boundary between the copper zone and the pyrite halo.

In 2001, the Company initiated Phase III exploration at Morrison. The program was designed to delineate the deposit both laterally and to depth by completing a series of diamond drill holes at 60-meter centers. The program was also designed to determine the copper and gold distribution of the deposit and identify potentially higher grade zones of mineralization in order to complete a resource study of the deposit and provide data for a full feasibility study. From June 2001 to July 2002, the Company drilled 58 holes totaling 15,284 meters. The review of the prior work conducted by Noranda as well as the 3 exploration phases conducted by Pacific Booker has allowed the Company to identify three main zones of mineralization for the deposit. These are the Central, Southeast and Northwest Zones.

The Central Zone forms the main segment of the Morrison deposit. It is largely bounded by the East and West Faults with part of the southwesterly margin of the zone conforming to the transitional contact with the pyrite halo. The Phase III drilling defined and confirmed three significant copper-gold mineralization domains within the Central Zone. Drilling has confirmed the dimensions, configuration and continuity of higher grade copper and gold domains within the Central Zone.

The Southeast Zone occurs as a 300 m wide semi-circular-shaped zone east of the East Fault. The copper-gold mineralization abruptly weakens along the eastern margin where it transitionally changes to the pyrite halo style of mineralization. The zone remains open to the south.

The Northwest Zone is interpreted as an apparent faulted off-set of the Central Zone and lies west of the West Fault and is bounded by the pyrite halo to the west. The zone is 75 by 400 meters long and drilling to date extends the zone to a depth of 170 meters.

Several areas of mineralization at the Morrison deposit remain open and require additional drilling to test for extensions or further definition. These include southern and southeastern portions of the deposit, where mineralization remains open and the boundaries of the copper/gold mineralization remain undefined; and at depth, where drill hole MO-99-04, the deepest drilled on the property to date, ended in mineralization at a depth of 454.46 meters. There are also several areas of interest on the property around the main Morrison deposit which have also been identified for drilling to test for possible satalitic mineralization, particularly to the northwest and southeast of the known mineralization.

Current Exploration and Morrison Feasibility Study

The Phase III drill program totaled 82 holes of about 23,000 meters which succeeded in substantially delineating the Morrison deposit. The Company engaged SNC Lavalin of Toronto, Ontario, to prepare a scoping study for Morrison which included a geostatistical block model and a resource estimate. Snowden Mining Industry Consultants of Vancouver, British Columbia was engaged to incorporate SNC’s work into generating optimized pit designs and manual geological polygonal block models for further developing resource estimates for the Morrison deposit. Snowden completed and delivered its report to Booker’s management in early May 2003.

Upon receipt of the Snowden Resource Estimation and Preliminary Pit Optimisation Study, Booker initiated a Feasibility Study on the Morrison property. In December 2003, the company engaged Beacon Hill Consultants to prepare a full feasibility study on the Morrison project. The Study includes geotechnical, waste management and environmental studies, as well as studying potential waste and tailings sites. The feasibility study will also include a further 4000 meters of drilling to obtained geotechnical data as well as further delineate the higher grade mineralization in the central copper zone, explore mineralization to the south-east and close off the deposit to the north and south. In September 2003, the Company released assay results from 5 holes drilled along the known northern limits of the Morrison deposit and which management believes has successfully closed off the northern edge of the deposit.

Beacon Hill completed a draft of a Preliminary Assessment Report on the feasibility of the claims and continued the work to bring the draft report to the Final Feasibility Report. During the second half of 2004, work at the property site was primarily composed of environmental studies, including surface water quality sampling and flow rate monitoring, fish habitat studies, acid-rock drainage potential, and wildlife impact studies.

Fieldwork resumed in January 2005 after a winter break. 4 large (PQ) diameter drill holes totaling 700 meters were drilled as part of the metallurgical test program. These holes were twinned from smaller holes drilled between 1998 and 2002 and were designed to obtain representative bulk samples of potential mill feed material. Process Research Associates of Vancouver was retained to conduct the material test program including comminution and flotation tests on these samples in order to determine an optimal ore treatment process. The testwork indicated the metallurgy of the deposit was relatively straightforward. The results will be reviewed to establish a metallurgical database which will be used to establish design criteria in conjunction with other test work to determine potential mining and resource estimates.

The design criteria will also be used to develop preliminary capital and operating cost estimates at a range of potential rates of tonnes mined to enable optimization of the proposed mine. These cost estimates are critical components of establishing a mine cut-off grade, optimized mill throughput and the overall mining plan. Following the review of the optimization studies, design activities for the mill and concentrator plant will proceed. Core from the metallurgical drill holes are also used for Acid Rock draining studies. Waste rock intersected in two holes is being used in humidity cell tests, which are used to determine the long term effects of the environment on the waste rock materials in regards to future potential environmental impact.

Environmental baseline studies continued for Surface Water Hydrology, Groundwater Hydrology, Wildlife and Wildlife Habitat, Fisheries and Aquatic Habitat, Trace Metals in Vegetation and Acid Rock Drainage studies. Digital water pressure monitors were installed in three drill holes for modeling pit hydrogeology, and static groundwater monitoring in old drill holes is continuing in order to test for seasonal changes in water levels. A Preliminary Hydrology Report was submitted which will be used for the planning and design of the mine infrastructure and facilities.

A drill program was completed during the winter of 2005 to finalize ore delineation and to determine geo-technical criteria for the design of the pit. Detailed design of the pit and updated mineral resource estimates will be completed which incorporate the drilling results. On October 14, 2005, a “Draft Terms of Reference” document was developed and submitted to the British Columbia Environmental Assessment Office (“BCEAO”) for an Application for an Environmental Assessment Certificate for the construction, operation, maintenance, decommissioning and reclamation of an open-pit mine on the Morrison property. The final “Terms of Reference” document was developed in consultation with

government agencies, First Nations, and the public. A revised Project Description was also submitted to the British Columbia Environmental Assessment Office.

A geotechnical investigations program was completed on the proposed open pit. The main purpose of the site investigation program was to collect the geotechnical information for the open pit slope design for the feasibility study. Seven oriented core drill holes were drilled to provide geotechnical information for the rock mass in the vicinity of the proposed final pit walls and to intersect the major structures that were identified in previous investigations. In addition to detailed geotechnical logging, core sample collection and packer permeability tests were completed on the drill holes. Laboratory test work on selected samples included point load tests, unconfined compressive strength tests and direct shear tests. Detailed geotechnical logs were compiled along with the field and laboratory tests results to establish a complete geotechnical database for the open pit area.

The geotechnical drill program commenced on the proposed waste management site and plant site included drilling 14 short geotechnical and condemnation drill holes, and 35 test pits. The purpose of the drill holes is to test the foundations of the waste retaining dam, to test the foundations for the plant site, and to monitor ground water. Standard Penetrometer Testing (“SPT”) was used for overburden intervals and Packer Testing for rock foundations. Soil samples for laboratory geotechnical tests were collected from the SPT process. The primary purpose of the test pits is to test waste dam, plant site and waste conveyor foundation and slope stability. Another purpose of the test pits is to determine locations of potential construction material, i.e. till, sand, or gravel. One geotechnical drill hole was drilled in the proposed open pit to monitor groundwater quality in the mineralized zone and two drill holes were drilled downstream of the waste management site to monitor groundwater quality.

During fiscal 2007, work continued on the full Feasibility Study. The following consulting firms have been retained to perform these specific work programs as part of the Feasibility Study.

·

Wardrop Engineering Inc – to complete the Feasibility Study.

·

Geo-Sim Services Inc – to update the NI43-101 compliant Resource Estimate.

·

Nilsson Mine Services – to update the Open Pit Optimization and schedule.

·

Rescan Environmental Services Ltd. – to complete the Environmental Assessment.

·

SGS Canada Inc. – to complete the grinding and floatation test work and circuit design.

·

Klohn Crippen Burger Ltd. – to complete the Geotechnical Engineering and Design for tailings and waste rock management, surface water management and infrastructure foundation design.

During fiscal 2007, work on the project included:

·

Commenced work on the Open Pit Optimization. This work includes mine plan, resource reserves, mill size, equipment requirements, equipment costs, and haulage costs.

·

Feasibility level Open Pit Geo-technical investigations, to provide the geo-technical information required for the feasibility level open pit slope design;

·

Feasibility level Open Pit Slope Design, to determine the steepest practical slope angles for the open pit mine;

·

Waste Management Site and Plant Site Geo-technical Investigations, to provide geo-technical information for the design of the Waste Management Facility and the proposed plant.

·

Completed a waste management site alternative study.

·

Geo-chemical analysis of geologic samples for Acid Base Accounting and assaying of samples for molybdenum.

·

Commenced with metallurgical (grindability) testing.

·

Additional Environmental Baseline Studies.

·

Continued to develop the Decommissioning, Reclamation, and Closure Plan.

·

Continued work to complete an NI 43-101 compliant Resource Estimate.

In April 2007, the updated Resource Estimate for the Morrison project was completed by Geosim Services Ltd. and filed. The estimate was prepared using a cut-off grade of 0.3% Equivalent Copper. The copper equivalent was calculated using relative recovery and metal prices of $1.78/lb copper, $465/oz gold, and $10/lb molybdenum. Composited intervals from 98 drill holes representing 22,982 meters of core were used in the block model estimation. Block size was 20x20x12 meters and grade estimation was carried out by the ordinary kriging using 6 meter downhole drill composites. Gold grades were capped at 1.5 g/t prior to compositing.

Cautionary Note to U.S. Investors concerning estimates of Measured and Indicated Resources

This section uses the terms “measured” and “indicated resources”.  We advise U.S. investors that while those terms are recognized and required by Canadian regulations, the U.S. Securities and Exchange Commission does not recognize them.  U.S. Investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves.

Cautionary Note to U.S. Investors concerning estimates of Inferred Resources

This section uses the term “inferred resources”.  We advise U.S. investors that while this term is recognized and required by Canadian regulations, the U.S. Securities and Exchange Commission does not recognize it.  “Inferred resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility.  It cannot be assumed that all or any part of an Inferred Mineral Resource will ever be upgraded to a higher category.  Under Canadian rules estimates of Inferred Mineral Resources may not form the basis of feasibility or other economic studies.  U.S. investors are cautioned not to assume that part or all of an inferred resource exists, or is economically or legally mineable.

Sample Protocols

All project samples are covered under a quality control program which commenced in the Phase II program beginning with drill hole Mo-00-17. There was no systematic quality control program implemented for samples from the first 16 drill hole samples.

All drill core is delivered to the core shack by the diamond drillers at the end of each shift. The core shack is a permanent, insulated and locking structure. All drill core is photographed prior to any disruption by geologists and geotechnicians before logging. Detailed core logs are compiled in 3.05 meter intervals. All core is split with a diamond saw into two halves. The first half is packaged and bagged and tagged in plastic bags for shipment to the laboratory, and the second half is replaced in the core box for reference and storage in the core shack.

Samples are organized into 20-sample batches with inclusion of quality control samples into the sample sequence of each batch. The suite of 17 core samples in the batch are complemented with one Booker Standard prepared by CDN Resource Laboratories of Delta, B.C., one Blank Standard from barren Morrison drill core, and one certified reference standard from Rocklabs Ltd. in Auckland, New Zealand in every second sample batch. One sample in the batch is prepared as a duplicate. The sample batches are transported by Company personnel to a shipping point where they are carried by private trucking company to independent certified assay laboratories. Check assays are submitted to a separate independent assay laboratory.

All of the Company’s work on the property is supervised by a Qualified Person as defined under National Instrument 43-101 in Canada. National Instrument 43-101 is a set of rules developed and administered by the Canadian securities regulators to govern how Canadian resource companies handle and disclose technical information regarding their mineral project operations to the general public. It requires all disclosure be based on advice by a “Qualified Person”, which is defined as an individual that is an engineer or geoscientist with at least 5 years of experience in mineral exploration, mine development or operation or mineral project assessment; has experience relevant to the mineral project and technical report; and is a member in good standing of a relevant professional association.

Fiscal 2008 Work

Work on the full Feasibility Study and the environmental assessment continued during Fiscal 2008. The environmental assessment will be used to apply for a mining permit for the construction, operation and maintenance, and decommissioning and reclamation of an open-pit mine on the property. On January 18, 2008, a Section 11 Order under the BC Environmental Assessment Act was issued to the Company, which permits the Company to conduct a formal environmental assessment in support of the Morrison Project Permit to construct application.

A Geotechnical and Hydrogeology Drill program was completed, as 15 geotechnical and 16 water monitoring holes were drilled in the proposed impoundment area, the open pit, and the plant site. This concluded the fieldwork, although environmental monitoring continued.

Wardrop Engineering completed a Trade-off Study to evaluate the application of High Pressure Grinding Rolls (“HGPR”) as an alternative technology to the conventional semi-autogenous milling process for the project. The results of the Study indicate the application of HPGR would result in significant operating costs savings amounting to more than 23%, including the reduction of power of 3.67 megawatts, or $0.08/t, and reduction of consumables of $0.59/t. As a result, HGPR was incorporated into the project design.

Floatation and grinding testwork was completed by SGS Canada. The testing recoveries were Copper of 84.4%, Molybdenum of 79%, Gold of 59.4%, and Silver of 55.6%, with a concentrate grade of 25.1%.

For the fiscal year ended January 31, 2008, the Company incurred $3,346,755 in expenditures on the Morrison property.

Fiscal 2009 Work

Work on the full Feasibility Study and the environmental assessment continued during Fiscal 2009 and was completed early in Fiscal 2010. Nilsson Mine Services finalized the mine plan based on the four year trailing average metal prices of Copper $2.75, Gold $658.32 and Molybdenum $29.23, resource reserves, haulage costs, and pit optimization. As a result of the increase in the mineable reserve, the plan for disposal of Waste Rock (PAG/NAG) was revised. Also required was a Geotechnical, Hydrogeology and Condemnation Drill program; and test-pitting program, including : the drilling of four geotechnical and six water monitoring drill holes in the proposed plant site, waste storage and low grade ore stockpile areas; one condemnation drill hole in the plant site area; seven test-pits for soil characterization in the open pit area; and fourteen test-pits in the proposed plant site, waste rock storage, low grade ore stock pile, and over-burden storage areas; and an update of the Capital and Operating costs.

Updated Project Description was completed and submitted to British Columbia Environmental Assessment Office in September 2008. During the fiscal year, meetings and communication with key government people and agencies (including Hon. Gordon Hogg, Minister of State for Mining (MEMPR); John Cavanagh, Assistant Deputy Minister (EAO, MEMPR) and Robin Junger, Associate Deputy Minister Environment) continued.

In November 2008, the Company and the Lake Babine Nation (“LBN”) signed a Capacity Funding agreement for the LBN to participate in the Environmental Assessment and for community engagement. In December 2008, in response to an unexpected and allegedly defamatory press release issued by Chief Betty Patrick on October 14, 2008, the Company filed a Statement of Claim against the Lake Babine Nation (“LBN”). The Company requested a public retraction of the press release but no response was received from the LBN. In October 2009, in the spirit of cooperation and in consideration of the election of a new Chief and Council, the Company discontinued the legal proceedings. The Company provided the LBN with capacity funding to enable effective consultations in the environmental assessment process, as well as for developing a communications protocol.

For the fiscal year ended January 31, 2009, the Company incurred $4,813,818 in expenditures on the Morrison property.

Fiscal 2010 Work

Work on the full Feasibility Study was completed and the environmental assessment work continued during Fiscal 2010 and continued into Fiscal 2011. The Feasibility Study was completed by Wardrop Engineering Ltd., a Tetra Tech Company, on March 12, 2009. The study describes the scope, design features and financial viability of a conventional open pit mine with a 30,000 tonnes per day mill.

The total mineable reserves from the Feasibility Study are given below:

Cut-off grade was determined by combining mining, processing, disposal and overhead costs of the ore, as well as the Net Smelter Return ("NSR") from the concentrate produced. Estimates used include Operating Costs of CDN$8.15 per tonne milled over the life of the mine, and the overburden and waste total is 184.12 Mt for a strip ratio of 0.82:1. NSR cut-off-value is $CDN5.60/t, based upon the geo-spatial location of the ore within the mine design. The cut-off grade is determined when the cost of processing a block as ore equals the cost of handling the block as waste.

Metal prices used in the study were a four year trailing average (as of January 12, 2009) of $2.75/lb Copper, $658.32/oz Gold, and $29.23/lb Molybdenum, at an exchange rate of US$0.87. Metallurgical test-work to date has reported silver present in the concentrate, but silver was not included in the financial analysis. Recovered metal is estimated at 1.37 billion lb Cu, 658,090 oz Au and 10.05 million lb Mo. Metal recoveries are estimated at 84% Cu, 56% Au, and 50% Mo. Mine life is estimated to be 21 years, and capital costs are estimated at CDN$516.68 million (including a CDN$59.92 million contingency allocation). Pre-Income Tax Internal Rate of Return (IRR) of 20.05%, based on Net Present Value (NPV) at 8.0% discount rate is CDN$495.9M; and the Payback period on capital is 4.2 years. A copy of the Feasibility Study was filed on EDGAR under Form 6-K on April 23, 2009.

With the receipt of the positive Feasibility Study, the Company focused its efforts on permitting issues for the planned development of the Morrison project. On May 22, 2009, the British Columbia Environmental Assessment Office ("BCEAO") issued the Final Terms of Reference for an Environmental Assessment Certificate application. An Application for an Environmental Assessment Certificate was submitted by the Company to the BCEAO on September 28, 2009. The Application was evaluated to determine if the Application addressed all the items in the Application Terms of Reference. On October 27, 2009, the EAO issued a letter to the Company accompanied by a list of deficiencies in the Application itemized in a Screening Evaluation Table which identified information or clarification requests to be addressed by the Company for the Application to progress to the Review stage. In addition, the Company submitted Licenses and Permits, including Mining Lease (MEMPR), Crown Lease for mineral tenure 520519 (tailings storage facility) (ILMB), Statutory Right-of-Way Crown Land Tenure for a transmission line (ILMB), Occupant License to Cut for the mine site (MOFR), Special Use Permit (MOFR), Road Permits and Road Use Agreements (MOFR),and Forest License to Cut for the transmission line (MOFR), for Concurrent Review with the Application for an Environmental Assessment Certificate.

On July 14, 2009, pursuant to the Canadian Environmental Assessment Act (CEAA), Fisheries and Oceans (DFO), Natural Resources (NRCan), Transport Canada (TC) issued a Notice of Commencement to conduct a comprehensive study. The BCEAO and the Canadian Environmental Assessment Agency will coordinate their respective review processes to ensure that joint steps are undertaken wherever that can appropriately be done consistent with the Canada-British Columbia Agreement for Environmental Assessment. The Morrison Copper/Gold Project was accepted as an MPMO project by Major Project Management Office (MPMO) who oversee and track the federal review and Aboriginal engagement and consultation for major resource projects.

For the fiscal year ended January 31, 2010, the Company incurred $3,182,035 in expenditures on the Morrison property.

Fiscal 2011 Work

Work to support the environmental assessments continued during Fiscal 2011.

From January to March 2010, the Company completed a drill program around the perimeter of the proposed open pit in order to better characterize the Acid Rock Drainage and Metal Leaching ("ML-ARD") potential of waste rock and pit walls. The hydraulic conductivity of the rock and faults was also tested and the geotechnical characteristics of the rock observed. Results from the drilling indicated that waste rock and pit walls contain less pyrite than had been predicted in preliminary assessments.

In May 2010, an Addendum to address the deficiencies in the EAC Application was submitted to the BCEAO and accepted for Review in July. The BCEAO informed the Company that it had met the requirements of the Section 11 Order with respect to both public and First Nations Consultation and was satisfied with the Consultation Plans proposed by the Company for the Application Review period.

In October and November 2010, the Company responded to the comments and issues raised by the reviewers of the Application and submitted its responses in the Review Response Report.

In December 2010, the Company met with BCEAO, and Canadian Environmental Assessment Agency (“CEAA”) to discuss reviews of tracking tables (this table tracks the comments and responses to the comments raised during the review process), the Table of Commitments and the BCEAO draft Assessment Report. BCEAO requested that the Company consider changes to the project design, mainly dealing with changes to the closure phase of the project and water management. The changes were intended to significantly reduce the risk of long term residual and cumulative effects and in the potential magnitude of effects associated with the operating and closure plan.

As per the Project Terms of Reference and Canadian legislation, the Company must devise a Fish Habitat Compensation Plan ("FHCP") to replace fish-bearing and aquatic habitat that will be lost as a result of the Project. In general, new habitat is required to replace lost habitat at a 2:1 ratio, however the submitted FHCP provides new habitat at a 3:1 ratio. The Company submitted a FHCP to DFO and EAO on December 8, 2010.

The Lake Babine Nation (“LBN”) completed a Salmon Spawning Survey in October/November 2010.

The LBN completed a study with respect to relocating the Overburden Stockpile from Morrison Point as it was considered to be a barrier to wildlife migration, potentially too close to Morrison Lake with the potential to contribute dust and drainage to the lake which would impact salmon spawning. As a result, the Overburden Stockpile was relocated inland 700 meters from Morrison Lake.

The Morrison Copper/Gold Project has been identified as a major natural resource project. The federal Major Projects Management Office ("MPMO") will track and monitor the progress of the Project through the federal EA and ensure service standards and timelines are met. On May 10, 2010, MPMO completed the Project Agreement and posted the document on their website: (http://www.mpmo.gc.ca/project-projet/morrison-eng.php). The Agreement describes the federal review process and outlines the key roles, responsibilities and service standards required of the Proponent and federal agencies. The federal review includes environmental assessment, regulatory reviews, aboriginal engagement and consultation activities. Federal agencies signatory to the Agreement include: Canadian Environmental Assessment Agency, Natural Resources Canada, Fisheries and Oceans Canada, Environment Canada, Transport Canada and Indian and Northern Affairs Canada.

For the fiscal year ended January 31, 2011, the Company incurred $1,876,149 in expenditures on the Morrison property.

Fiscal 2012 Work

As a result of the December 16, 2010 meeting with the BC Environmental Assessment Office (EAO), and Canadian Environmental Assessment Agency (“CEAA”) the Company proceeded with incorporating the changes into a conceptual design, which was subsequently discussed with the EAO and other reviewers in January and February 2011. Feedback from these meetings was used prepare a Review Response Report which was submitted to the EAO on March 30, 2011. The Company also submitted an Application Information Key (“AIK”) identifying the order of precedence by identifying the more current documents that take precedence over prior documents.

EDI Environmental Inc., with participation of the Lake Babine Nation, completed a Moose and Mule Deer winter survey in January 2011 to determine habitat use within the Project area during a typical winter.

As a result of comments received from the Department of Fisheries and Oceans (DFO), Canada, the Company submitted an updated Fish Habitat Compensation Plan (FHCP) to DFO and EAO on March 23, 2011.

Further comments were received from the EAO on April 15, 2011 that dealt mainly with the segregation of waste rock. The Company expanded on the waste segregation plan and submitted this plan to the EAO and CEAA for review on April 26, 2011. Additional comments from the Federal agencies, Environment Canada and Natural Resources Canada were then received on May 25, 2011.

Considering all the comments received as well as additional data acquired from field work during spring break-up, the Review Response Report Rev. 2 ("RRR Rev. 2") was submitted to the EAO on July 4, 2011 and that the Review period resumed on July 18, 2011

In August 2011, the Company responded to additional questions and provided clarification on commitments coming from the RRR Rev. 2.

In September 2011, the EAO issued copies of their draft Environmental Assessment Report to the Working Group for review. Subsequent to receiving comments from the Working Group, the EAO determined that it could not come to a conclusion regarding the significance of Project effects. The EAO, therefore, sought a 3rd party assessment of the Project effects to confirm and inform them.

In September 2011, the Company collected additional baseline and freshet data. Baseline data was collected for Streams 7, 8 and 10, Morrison Lake, Nakinilerak Lake and leach barrels for ML/ARD. An additional salmon spawning study was in process with Lake Babine Nation performing the study.

On November 13, 2011 Robertson Geoconsultants Inc. (RGC) submitted the 3rd party review on Hydrogeology and Water Quality. They concluded that no additional field work was required and that the scope of hydrogeological site characterization work completed to date may exceed baseline data collected for Environmental Assessment Certificate applications of other mining Projects in B.C. They also concluded that any uncertainties could be addressed by way of sensitivity analysis.

On November 21, 2011 Solander Ecological Research Ltd. submitted the 3rd party review of the Aquatic Resources and Fisheries. They concluded that if the proponent is able to demonstrate with reasonable confidence that seepage and effluent discharges will not exceed BC Water Quality Guidelines (BCWQGs), then only minimal fisheries work appears to be required for the Environmental Assessment, although additional work may be required for permitting.

Note: The 3rd Party Aquatic Effects review focused to a large degree on the requirements for potential technical studies if the water quality modeling indicated the potential for significant adverse effects on Morrison Lake.

On December 16, 2011 the Company met with the EAO, the CEAA, RGC and the Company consultants Klohn Crippen Berger Ltd. and Minesite Drainage Assessment Group to review the scope of work to address the recommendations made in the 3rd party review reports.

On December 21, 2011, the EAO requested that the Company commit to lining the TSF with a geomembrane or equivalent with a permeability of 10-10(m/s). The Company committed to lining the TSF with an engineered soil barrier and/or geo-membrane with an average permeability of 10-9m/s to limit seepage to the receiving streams and Morrison lakebed to meet water quality objectives that are protective of salmon spawning habitat and stream aquatic habitat. The water quality objectives would be developed to the satisfaction of the Permitting agencies.

On January 31, 2012, the Company submitted the 3rd Party Review Response Report, which incorporated the scope of work agreed to in the December 16, 2011 meeting. The Report was directed towards hydrogeology, water balance, geochemistry and aquatic habitat with respect to the potential for significant adverse effects on Morrison Lake; adaptive management plans that would be further developed in the detail design and permitting stage to ensure that operations will be managed to mitigate potential effects; and additional commitments to include physical lake behavior, fish populations and distribution, spawning surveys, and salmon escapement. The report also included Preliminary Proposed Water Quality Objectives (PPWQOs) to be used primarily for emergent groundwater that may surface in the Tailings Storage Facility receiving streams and the Morrison lakebed.

The 3rd Party Review Response Report was provided to RGC and the Ministry of Environment for review. In addition, the EAO commissioned Dr. Laval of the University of British Columbia (UBC) to review the results of the Lake Effects section of the 3rd Party Review Response Report completed by Dr. Lawrence of UBC.

The result of the review of the 3rd Party Review Response Report was a request by EAO to provide Tailings Storage Facility (TSF) seepage estimates for a full geo-membrane liner. In addition, the EAO commented that BCWQG are the objectives that Company should be striving to achieve, and that is the EAO’s strong first preference.

Fiscal 2013 Work

On March 19, 2012, the Company announced that it had published a Notice for an Application for a Mining Lease, as required under Section 42(1)(c) of the Mineral Tenure Act. The mineral claims subject to the mining lease application are Tenure Numbers 625123, 625143, 625183, surveyed by Mark McGladrey, BCLS, whose field notes and plans have been approved by the Surveyor General.

On April 27, 2012, the Company submitted a 3rd Party Review Response Report - Addendum 1, which provided the results of lining the TSF with a geo-membrane liner; leakage through the geo-membrane liner, geo-chemical loading in streams and emerging groundwater and Morrison Lake effects.

As a result of the Company' responses to the 3rd Party Review, the Company received a revised draft copy of the EAO’s Assessment Report. The Company completed a review of the draft assessment report and provided comments to the EAO for consideration and prepared an updated Project Description, Key Commitments (Conditions) List and Tracking Tables to accompany the EAO’s Assessment Report.

On July 9, 2012, the Company provided comments to the Canadian Environmental Assessment Agency (CEAA) on a draft Comprehensive Study Report (“CSR”).

On July 23, 2012, the Company announced that it was in receipt of a Memorandum of Understanding (MOU) with the Lake Babine Nation.

In August 2012, the Company was informed by the BCEAO that the timing for referral to the Minister of Environment, and the Minister of Energy and Mines would take place on August 20, 2012. On August 13, 2012, the Company submitted its’ final response to the BCEAO with respect to the Environmental Assessment Application.

The referral documents, consisting of the Final Environmental Assessment Report (Schedule A, Certified Project Description and Schedule B, Table of Conditions) and the Environmental Assessment Certificate #M12-01 (to be signed by the Ministers), were submitted to the Ministers on August 21, 2012. The Company received a copy of the referral documents on August 27, 2012.

On August 29th, the Company announced that the BCEAO had completed the Review Stage of the Morrison Copper/Gold Project and submitted their referral documents to the Minister of Energy and Mines and the Minister of Environment.

On August 30, 2012, the Canadian Environmental Assessment Agency (“CEAA”) informed the Company that CEAA had received feedback from the federal departments on the draft Comprehensive Study Report (“CSR”) and was planning to have a second draft prepared for the Company's comments during the week of September 4, 2012.

On October 1, 2012, the Minister of Energy, Mines and Natural Gas, and the Minister of Environment had decided to refuse to issue an EA certificate for the Project as proposed.

On October 30, 2012, the Company was advised by the CEAA that due to the refusal of the BC Environmental Assessment Certificate, CEAA was requesting additional information regarding whether and how the Company intends to redesign the Morrison Copper/Gold Project to address the concerns identified.

On October 31, 2012, the Company responded to the Ministry of Environment rejection of the Company’s Application for an Environmental Assessment Certificate addressing the factors that were considered by the Ministers in reaching their decision, (as per the e-mail from the Minister of Environment received October 1, 2012) and emailed to the appropriate ministers and posted on the Company’s website.

Between the November 1^st and the end of the fiscal year, the Company provided various updates and information in regards to the Environmental Assessment process and decision.

On November 8th, the Company clarified information in regards to the Salmon population in Morrison Lake, stating that the Morrison Copper/Gold Project is not located within the Skeena River headwaters.

On November 20th, the Company released information on the plan to line the Tailings Storage Facility.

On November 22nd, the Company commented on the Ministry of Energy and Mines (“MEM”) expressed concerns with respect to the Company’s compliance with the Provincial Metal Leaching/Acid Rock Drainage (“ML/ARD”) Policy.

On November 28th, the Company provided information on the effects of the project on the Morrison Lake Water Quality

On December 6th, the Company released information on the amount of data collected to support the Company’s understanding of Morrison Lake Water.

On December 10th, the Company provided the information that the Morrison Lake Sockeye Salmon stock was historically enhanced by the Babine Salmon Hatchery which operated from 1907 to 1936.

On December 12th, the Company released information on the dilution capacity of the Morrison Lake.

On December 19th, the Company released information on the conclusions of the Canadian Environmental Assessment Agency on the Morrison project. The BCEAO Executive Director’s report stated the position of the Federal Agencies. It summarized that “CEAA considers that the issues examined by its agencies have been addressed through project design, mitigation measures and other commitments agreed to by the Proponent. CEAA has produced a draft Comprehensive Study Report that concludes that the proposed Project is not likely to cause significant adverse environmental effects.” The CEAA draft Comprehensive Study Report, September 2012, concluded that: “The environmental effects of the Project have been determined using assessment methods and analytical tools that reflect the current best practices of impact assessment practitioners. As a result of incremental changes to the project design and additional mitigation measures and commitments applied to the Project throughout the comprehensive study process, the Agency concludes that the proposed project can be constructed, operated, maintained, and decommissioned without significant adverse effects, including consideration of cumulative effects. No significant adverse biological, physical, or human health effects are predicted. Any residual effects are predicted to be of low magnitude, moderate duration, localized in geographic extent, and reversible over the long term following decommissioning. Taking into account the above, including proposed mitigation measures and proponent commitments; the Agency concludes that the Project is not likely to cause significant adverse environmental effects.”

On January 9, 2013, the Company released some information on the extent of work completed during the Morrison Copper/Gold Project Environmental Assessment period.

On January 16th, the Company repeated the 2009 Feasibility Study Results. The mineral reserve estimates have been prepared and classified in accordance with CIM Classification established under National Instrument 43-101 of the Canadian Securities Administrators. The reserve estimate takes into consideration all geologic, mining, milling and economic factors and is stated according to Canadian Standards (NI 43-101). Under US standards, no reserve declaration is possible until financing and permits are acquired.

Fiscal 2014 Work

On February 6, 2013, the Company released information to the public on the economic effects of the Morrison Copper/Gold Project.

On February 13th, the Company announced that it had retained John J.L. Hunter, Q.C. of Hunter Litigation Chambers Law Corporation to advance litigation against the Province of British Columbia in connection with the refusal of the Government to issue an Environmental Assessment Certificate for the Morrison Copper/Gold Mine Project. On April 4^th, John J.L. Hunter filed a petition with the Supreme Court of British Columbia on behalf of Pacific Booker Minerals Inc. to set aside the decision in late September 2012 of the Minister of the Environment and the Minister of Energy, Mines, and Natural Gas to deny Pacific Booker Mineral Inc.’s application for an Environmental Assessment Certificate pursuant to the Environmental Assessment Act, SBC 2002, c 43 in connection with the Company’s proposal to

construct and operate an open pit copper/gold mine (the Morrison Copper/Gold Project) near Morrison Lake in north-central British Columbia. The petition is seeking the following relief: a.) an order in the nature of certiorari quashing and setting aside the decision made in late September 2012 of the Minister of the Environment and the Minister of Energy, Mines, and Natural Gas to deny Pacific Booker’s application for an Environmental Assessment Certificate in connection with the Company’s proposal to construct and operate an open pit copper/gold mine near Morrison Lake in north-central British Columbia; b.) an order remitting the Company’s application for a Certificate to the Ministers for reconsideration with directions from the Court; c.) costs; and d.) such further and other relief as this Court considers just and appropriate.

In March 2013, the Company, through its counsel at Hunter Litigation Chambers, filed two separate requests to the Environmental Assessment Office (“EAO”), the Ministry of the Environment (“MOE”) and the Ministry of Energy, Mines, and Natural Gas (“MEM”) to access records under the Freedom of Information and Protection of Privacy Act. The purpose of these requests was to obtain further information regarding the government's decision to deny Pacific Booker's application for an Environmental Assessment Certificate in connection with the proposed Morrison Copper/Gold Mine. The first request was for a copy of a report containing the recommendations of the Executive Director of the EAO, as submitted by the EAO to the MOE and the MEM on or about August 21, 2012 (as well as any subsequent or revised versions of the Recommendations). The EAO provided a copy of the August 21, 2012 Executive Director's Recommendations as per the request. In contrast, the MOE responded to the first request on April 8, 2013 and advised that no records were located in response to the request. Pacific Booker's second freedom of information request was for: (1) all documents submitted by the EAO to the MOE and/or the MEM between August 1, 2012 and October 1, 2012; and (2) all documents relating to the denial of Pacific Booker’s application for an environmental assessment certificate. On April 9, 2013, the MOE again advised the Company that no records were located in response to the request.

On April 18, 2013, the Information Access Operations of the provincial government sent a letter to Pacific Booker, through its legal counsel, which provided clarification regarding the Ministry of the Environment's (“MOE”) April 8 and April 9, 2013 responses to the Company's freedom of information requests. As described in further detail in the news release issued by Pacific Booker on April 17, 2013, the MOE's April 8 and April 9, 2013 responses had stated the MOE had no records responsive to the Company's freedom of information requests. The government's letter clarified the MOE's previous responses, as follows: "This correspondence confirms that, for the purposes of [the Freedom of Information and Protection of Privacy Act], the Environmental Assessment Office is not considered a distinct public body separate from the Ministry of Environment. That is to say, the file prefixes EAO and MOE are used for administrative purposes only. While our correspondence on files MOE-2013-00069 and MOE-2013-00078 advised you that the Ministry of Environment had not located responsive records, it would have been more accurate to advise you that the records in the custody or control of the Environmental Assessment Office would include those sent to and received from the Minister’s Office and would continue to be processed under files EAO-2013-00014 and EAO-2013-00016."

On May 1, 2013, the Company announced that it had received a request made to Hunter Litigation Chambers by the Ministry of Justice for a period of time to respond to the petition.

On August 7, 2013, the Company was in British Columbia Supreme Court challenging a decision announced by the provincial government on October 1, 2012 to turn down its proposed Morrison Copper/Gold Mine. The Company stated that it believes the government erred in overlooking conclusions in their own 206-page comprehensive assessment report dated August 21, 2012. That report stated that, based upon successful implementation of mitigation measures and legally-binding conditions, the Environmental Assessment Office “is satisfied that the proposed Project is not likely to have significant adverse effects.” The comprehensive assessment report also concluded that the First Nations consultation

process was “carried out in good faith,” was “appropriate and reasonable in the circumstances,” and was sufficient to “maintain the honour of the Crown.” The Executive Director of the Environmental Assessment Office rejected the conclusions of his office's comprehensive assessment report and recommended that the Morrison Copper/Gold Mine not be approved. The Executive Director's recommendation was based in part on a new “risk versus benefit” test introduced after the assessment report was completed, and which the Company was not given any opportunity to address. This test was not included in the Terms of Reference established for the environmental assessment, was not applied previously to other projects and has not been consistently applied since the negative decision regarding the Morrison Copper/Gold Mine project. The Company believed this fails to meet the requirements of procedural fairness.

The Company announced on August 14, 2013, that the hearing in the British Columbia Supreme Court before Justice Kenneth Affleck, Q.C. had lasted two and a half days. During the hearing, oral submissions were made by lawyers for the Company, for the Government, for the Lake Babine Nation, and for the Hereditary Chiefs of the Gitxsan Nation. The Company is seeking an order setting aside the government's decision and remitting it back to the government for reconsideration. At the conclusion of the hearing, Justice Affleck reserved judgment.

On August 26, 2013, the Company announced receipt of a memorandum, prepared by Klohn Crippen Berger Ltd., on geomembrane lined tailings storage facilities. The memorandum provides a summary of geomembrane lined tailings storage facilities and lists a number of projects where liners are used and where liners are incorporated into the design phase. The memorandum suggests (at least) a thousand years as the potential life of a liner that is buried below tailings (maintains a near constant moderate temperature).

On October 3, 2013, the Company clarified the bonding requirements for the Morrison Copper/Gold project. The BC Mines Act and the Health, Safety and Reclamation Code for Mines in BC require mining operations to carry out a program of environmental protection and reclamation to ensure that land, watercourses and cultural heritage resources will be returned to a safe and environmentally sound state and to an acceptable end land use upon termination of mining. The Chief Inspector of Mines has the ultimate legislative authority for all issues pertaining to the Mines Act and the Health, Safety and Reclamation Code. The amount of the bond is progressive over the life of the mine as the disturbance area increases. This bond is held until the Chief Inspector of Mines is satisfied that all reclamation requirements for the operation have been fulfilled.

On December 9, 2013, the Company announced that the British Columbia Supreme Court had released the Judgement regarding the Company’s challenge of the decision by the Provincial Government to turn down the proposed Morrison Copper/Gold Mine, announced by the provincial government on October 1st of last year. The hearing was held before Justice Kenneth Affleck, Q.C. from August 7 to 9, 2013. Justice Affleck ruled that: “The petitioner is entitled to a declaration that the executive director’s referral of the application for a certificate to the ministers and the ministers’ decision refusing to issue the certificate failed to comport with the requirements of procedural fairness. There will be an order in the nature ofcertiorariquashing and setting aside the ministers’ decision and an order remitting the petitioner’s application for a certificate to the ministers for reconsideration. The petitioner is entitled to costs.”

In his decision, Justice Affleck found the administrative process which was followed, including the decision of the previous Minister of Environment and the previous Minister of Energy & Mines, “failed to comport with the requirements of procedural fairness”. In reaching this conclusion, Justice Affleck rejected arguments by the government’s lawyer that common law rules of procedural fairness do not apply to the environmental assessment process. The Court ordered that the Ministers’ decision be

quashed and set aside, and ordered that the Company’s application for an environmental certificate be remitted to the current Ministers for reconsideration. This time, the Company and interveners will be entitled to be provided with a copy of the recommendations, if any, sent to the Ministers and will be entitled to provide written response to the recommendations in advance of a further decision.

On July 18, 2013, the Company received an envelope in the mail containing what appears to be an August 13, 2012 draft of the Recommendations of the Executive Director of the Environmental Assessment Office in respect of Pacific Booker's application for an Environmental Assessment Certificate for the Morrison Copper/Gold Mine. The Company had not previously seen the draft Recommendations and was not aware that this document existed. This document was submitted to the BC Supreme Court on July 18, 2013 as Affidavit #4 of Erik A. Tornquist.

On December 19, 2013, the Company announced that the Court Transcript related to Company’s challenge of the decision by the Provincial Government to turn down the proposed Morrison Copper/Gold Mine, is available on the Company’s website. The decision document is available online at the British Columbia court’s website.

On January 13, 2014, the Company announced that the 30 day period for the BC Government to challenge the December 9, 2013 BC Supreme Court decision had ended without challenge from the BC Government. The application will be remitted to the current Ministers for reconsideration. The Company and the interveners will be entitled to be provided with a copy of the recommendations, if any, sent to the Ministers and will be entitled to provide a written response to the recommendations in advance of a further decision.

Fiscal 2015 Work

On March 12^,2014, the Company announced that it had submitted a response to the letter from the Associate Deputy Minister and Executive Director of the BC Environmental Assessment Office, Doug Caul, dated January 24, 2014, regarding the opportunity for Pacific Booker to respond to the updated version of the September 20, 2012 Recommendations of the Executive Director report in regards to the Company’s application for an Environmental Assessment Certificate.

At the request of the Company, Klohn Crippen Berger (“KCB”) prepared a report that clarifies the remaining concerns of the EAO regarding the Morrison Copper/Gold Project. This information should allow the EAO and the Ministers to make an informed decision with respect to supporting the EAO Conclusion that “EAO is satisfied that the Assessment process has adequately identified and addressed the potential adverse environmental, economic, social, heritage and health effects of the proposed Project, having regard to the successful implementation of the conditions and the mitigation measures set out in Schedule B to the draft EA Certificate”.

The EAO’s January 24, 2014 letter outlines the key conclusions of the December 9, 2013 decision of the British Columbia Supreme Court in Pacific Booker Minerals Inc. v. British Columbia (Environment), 2013 BCSC 2258. The important elements that apply to the Company in addressing the concerns underlying the negative recommendation include:

·

The rejection “failed to comport with the requirements of procedural fairness”;

·

Pacific Booker should not have been prevented from “learning at least the substance of the recommendations”;

·

Stipulated that: On the reconsideration, Pacific Booker and the interveners will be entitled to be provided with the Executive Director’s recommendations, if any, to the Ministers, and will be entitled to provide a written response to the recommendations.

The EAO letter also outlines the substance of the key concerns underlying the negative recommendation, which are summarized as follows:

1.

“The project design provides for end-stage mitigation rather than up-front prevention of metal leaching and acid rock drainage.”

2.

“The project design is based on the unproven assumption that effluent to be discharged directly into Morrison Lake would be diffused by the behaviour of the Lake.”

3.

“Provincial technical reviewers expressed significant concerns about whether the proposed measure (geomembrane liner of the 5 km2) would work as modeled.”

4.

“The project has the potential to result in significant long-term financial and environmental liabilities”. These aspects relate to the size of the reclamation bond and the proximity to valued fish resources.

5.

“The project was opposed by Gitxsan and Gitanyow Nations and Lake Babine Nation”.

Furthermore, the Company recognizes that “the Executive Director was of the view that the Company should consider feasible design alternatives for its proposed mine”. It is the Company’s interpretation of this comment that the substance of this view is associated with the design alternative of placing potentially acid generating mine rock into the tailings storage facility (TSF) as opposed to infilling the open pit on mine closure.

In addition, the economic effects on the Province was raised as a concern as part of the Executive Director’s recommendations.

KCB believes that the Project design is protective of the environment and clarification of the rationale and the potential for environmental effects are presented within the report. To further support the assessment, three Technical Expert Opinions are included for lake modeling of water quality predictions, aquatic effects and geomembrane liners.

On March 28th, the Company was advised by letter from Associate Deputy Minister and Executive Director of the BCEAO, Doug Caul that a two-week extension (to April 25, 2014) to the deadline for the members of the Working Group to submit their responses to the response prepared by Klohn Crippen Berger and the Company. The Company was also advised that following receipt by EAO, any responses from the Working Group will be provided to the Company and the Company would have 20 days from the receipt of those comments to reply.

On or about April 25th, the responses received from the Working Group were posted on the Project Information website.

On April 29th, the Company was advised by letter that the second phase of the reconsideration process was complete. The Company was given until May 20, 2014 to provide a reply to any new comments or evidence by the Aboriginal groups and the Working Group and that following receipt of the reply that all parties would be contacted and provided with a outline of the process and procedure for referral to the Honourable Mary Polak, Minister of Environment and the Honourable Bill Bennett, Minister of Energy and Mines.

On May 20th, the Company requested a 3 day extension (to May 23rd) to the submission date.

On May 23rd, the Company submitted it’s response to the Working Group comments received on April 29, 2014. The letter from the Company states “our technical response is contained in the enclosed report prepared by KCB with support from a number of Technical Experts. This letter will provide more general comments on the process to date and the relevant questions for your consideration.” It also states that “the Morrison Copper/Gold Project is located in a resource development area (not a protected area) within the Morice Land and Resource Management Plan, a component of British Columbia's land use

strategy and signed by the BC Government in May 2007, which supports economic activities such as mining and forestry. It clearly states that mining is an encouraged economic activity in the region. Also, the Lake Babine Nation's 5-year Economic Development Plan, March 2012, supports mining within its' Traditional Territory.” The letter also commented that “The consistent theme is that the reviewers seem to want absolute certainty on all environmental matters before a Certificate can be issued. This represents a misunderstanding of the environmental assessment process and should not be allowed to influence your recommendation to the Ministers” and “many of the reviewers have taken the position that there are "uncertainties" that should lead to the denial of the Certificate. Very few things in life are absolutely certain, and decisions of this nature cannot be made on the basis of certainty but rather on the best independent scientific evidence of likelihood and consequence.” The EAO Assessment Report demonstrates that the Company's mitigation plan is sound and that there are no significant adverse effects. None of the comments by the current reviewers provide any new information to contradict this finding. PBM's Application was prepared by Qualified Professionals and the Company wishes to express a concern that some reviewers of PBM's submission to the September 2012 Reasons and Recommendation of the Executive Director may not be impartial reviewers, may not have reviewed all available documents and may not have exercised due care and attention in reviewing documents.

The Morrison Copper/Gold Mine as proposed would bring significant economic benefits including employment during construction and operation. PBM believes that it has accommodated all of the concerns of the Ministry of Energy & Mines, Ministry of the Environment and First Nations and proposes a project that uses unprecedented measures to be protective of the environment. PBM will construct and operate the Morrison mine in compliance with industry best practices, using proven technology and in full compliance with all permit requirements.

The letter accompanying the technical response, prepared by KCB states “The document continues to support our opinion that the Project will not have a risk of significant adverse environmental effects and addresses the main items of concern identified by reviewers of the Morrison Copper/Gold Project EAO Decision Response Document (KCB 2014). These comments were received from the Working Group members and associated parties. This report is provided on behalf of Pacific Booker Minerals Inc. who requested the opportunity to respond to the comments received.

On July 16th, the Company announced that PBM had received a letter from the Associate Deputy Minister and Executive Director of the BCEAO, Doug Caul, advising that the Company’s application for the EAC for the Morrison Copper/Gold Mine Project was referred to the Minister of Environment and the Minister of Energy and Mines for reconsideration on July 4, 2014. The letter stated that the 45 day timeline for a decision by the Ministers, subject to any extensions, will continue to be applied.

On August 19th, the Company announced that the Honourable Mary Polak, Minister of Environment, had suspended the environmental assessment of the Morrison Copper/Gold project pending the outcome of the Independent Expert Engineering Investigation and Review Panel in relation to the tailings dam breach at the Mt. Polley mine, which was announced on August 18th by the Minister of Energy and Mines, the Honourable Bill Bennett.

Under the BC Environmental Assessment Act (“EAA”), the Minister of Environment can suspend an assessment until the outcome of any investigation, inquiry, hearing or other process that is being conducted by the Government of British Columbia and is material to the assessment.

In November, the Company entered into a consulting agreement with The Progressive Group to provide strategic communications counsel on political and public policy and to provide advice on those matters. The agreement with the Progressive Group ended at the end of February.

The Independent Review Panel Report on the investigation into the cause of the failure of the tailings storage facility (“TSF”) at the Mount Polley Mine was released on January 30, 2015. One of the seven recommendations in the report was that future permit applications for a TSF should be based on a bankable feasibility study.

On February 11th, the Company announced that it had conducted geotechnical site investigations during 2006 and 2007 on the TSF (Tailings Storage Facility). The Site investigations included approximately 20 drill holes, 9.5 km of geophysical survey lines and over 15 test pits, along with geotechnical and hydrogeological testing consistent with good practice for a Feasibility Study and environmental application. In 2009, Klohn Crippen Berger prepared a Geotechnical Feasibility Study design of the tailings storage facility, mine waste rock dump, low grade ore stockpile, and the associated facilities. The design covered the geotechnical, water management and civil aspects of the works.

Fiscal 2016 Work

On February 26, 2015, the Company announced that it had received a letter from Doug Caul, Associate Deputy Minister, BC Environmental Assessment Office in which he provided PBM an opportunity to provide comments on the Mount Polley Investigation and Report in relation to the Morrison project by March 20, 2015. He asked that PBM focus their comments on the potential implications of the recommendations of the Report to Morrison and effects relating to its proposed tailings management facility and that it is not necessary to reiterate the submissions made previously regarding the Morrison project. Mr. Caul advised PBM that he had committed to providing that same opportunity to the Lake Babine Nation, the Gitxsan Treaty Society and the Gitanyow Hereditary Chiefs. He also stated “any materials provided by them will be forwarded to you, with a short opportunity to respond. The same opportunity to respond to your submissions will be provided to Lake Babine Nation, the Gitxsan Treaty Society and the Gitanyow Hereditary Chiefs.”

On March 23rd, the Company announced that it had submitted a report to the BCEAO, the Ministry of Energy and Mines and the Ministry of Environment in response to the Mount Polley Independent Technical Review Board Panel Report Recommendations in regards to the Mount Polley Tailing Storage Facility (“TSF”) failure. The report, prepared by Harvey McLeod of Klohn Crippen Berger Ltd (“KCB”), continues to support KCB’s opinion that the Morrison project has been designed using Best Available Practices and can be safely constructed, operated, and closed to protect the environment. It also states that the design of the TSF uses Best Available Technologies that are appropriate for the site conditions. The Company’s letter and the KCB report have been posted on the Company’s website.

On April 17th, the responses from the Lake Babine Nation, the Gitxsan Treaty Society and the Gitanyow Hereditary Chiefs to the March 2015 report from KCB were posted on the BC Government’s e-PIC site.

On May 8th, the Company submitted a response to the BC Environmental Assessment Office, the Ministry of Environment and the Ministry of Energy and Mines in response to the Aboriginal groups’ comments on both the Mount Polley Independent Technical Review Board Panel Report Recommendations and Pacific Booker’s response to the Report. The response includes a letter, prepared by Harvey McLeod of Klohn Crippen Berger Ltd., which addresses the points raised in the April 2015 letters from the First Nations. The letters have been posted on the Company’s website.

On July 8, 2015, the Company announced that the Minister of Environment and the Minister of Energy and Mines made a decision under Section 17(3)(c) of the Environmental Assessment Act regarding the application that the Company has made for an Environmental Assessment Certificate for the proposed Morrison Copper/Gold Project and ordered that the Morrison Project undergo further assessment.

On December 23, 2015, the Company submitted a response document to the July 2015 decision by the Minister of Environment and Minister of Energy and Mines that the Morrison Project undergo further assessment. The document has been acknowledged as received by Kevin Jardine, Associate Deputy Minister, Environmental Assessment Office.

Anticipated Fiscal 2017 Work

On February 16, 2016, 3 Pacific Booker Minerals directors and Robin Junger, of McMillan LLP, attended a meeting in Prince George at the request of the Lake Babine Nation. Dominique Nouvet of the law firm Woodward and Company initiated the meeting arrangements on behalf of the LBN and was in attendance. The Chief and Councillors spoke from prepared notes as our directors were advised that the LBN’s Chief and Council would not support the Morrison project.

The LBN prepared and released to a newspaper an announcement in advance of the meeting. On the same day as the meeting, the announcement was posted on the LBN website stating “BC rejected this Mine for good reason in 2012”. Contrary to that statement is the judgement from BCEAO of no significant adverse effects. PBM has hired professional technical firms who qualifications have been certified and who have stated that this mine can be constructed, operated and decommissioned in an environmentally responsible manner. That decision by the Ministers has been challenged and rescinded by the BC Supreme Court. The statement from the Ministers quoted in the news release shows part of the issue with the October 2012 decision. It notes the “unacceptable environmental risks that would be created by building a mine directly beside Morrison Lake, at the headwaters of the Skeena River”. Morrison Lake is not located at the headwaters of the Skeena River. It is located in the Skeena River Watershed, downstream of the headwaters. The release also comments on “discharge treated mine effluent into the Lake”. The material to be discharged into the lake is treated water. This release also states that the court case was won because the EAO had recommended that the Ministers reject it without informing PBM of this negative recommendation. On the contrary, the decision was reversed because PBM was not given the chance to challenge the negative assumptions that were used to support the decision. Until early September 2012, PBM was assured by the EAO reviewers that the information was sufficient, and that the decision should be a positive one.

PBM has also become aware of communications between the deciding Ministers and interested parties during the decision phase of the original review. These communications were not provided to PBM and may have contained items that were not factual but were accepted as fact.

Pacific Booker Minerals has The Company always intended for the Morrison Mine, which is located in an historicala historic mining area, to be operated in a way that will not impact in a negative manner on the surrounding communities. PBM preferred to hire local workers and use local suppliers during the time of the exploration of the Morrison property, and intended to continue that practice during the construction and operation of the mine.

On December 15, 2016, the Company announced the posting of a PowerPoint presentation, titled “Misinformation in the 2012 Decision”, on the Company’s website. The presentation compiles a response to the Recommendation of the Executive Director, (Derek Sturko, Associate Deputy Minister and Executive Director EAO, dated September 20, 2012), detailed on the final two pages of the report. There are misstatements in the recommendation that have been addressed in subsequent responses to the BCEAO, but a concise, plain language response that can be readily understood by any viewer has not previously been presented.

On February 2, 2017, the Company announced the posting of a video on the Company’s website. The video shows the Morrison Project location, the mine site plan (showing the proposed open pit and tailings management facilities and the changes in those items over the anticipated life of the mine), the processing plant and a tour of the main waterways between the project site and the Pacific Ocean.

In May of 2016, the Company restarted the water monitoring on the Morrison Lake in order to obtain the additional information of a full years’ data to report.

Fiscal 2018 Work

On February 2, 2017, the Company posted a video on the company website.  The video shows the Morrison Project location, the mine site plan (showing the proposed open pit and tailings management facilities and the changes in those items over the anticipated life of the mine), the processing plant and a tour of the main waterways between the project site and the Pacific Ocean.  The video is posted at:  http://www.pacificbooker.com/property.htm.

In May 2017, the Company completed and reported on the water monitoring work on the Morrison Lake to provide a full year (May 2016 to May 2017) of consecutive data.  The monitoring program was conducted using temperature loggers to obtain continuous concurrent measurements of Morrison Lake inflow/outflow temperature and lake thermal stratification to determine the lake’s mixing patterns over a year-long timeframe.  In addition to collecting continuous temperature data, profiles were collected regarding specific conductivity, dissolved oxygen (both % saturation and milligrams per litre), pH and temperature.  The data collected during this thermal stratification study will provide information for detailed modelling of diffuser inputs to the lake and supports the stratification assumptions made by Dr. Laval and Dr. Lawrence during their independent environmental affects assessments of the proposed Morrison Lake diffuser.  The report concludes that the Morrison Lake is a typical dimictic lake, with waters that mix from top to bottom during two mixing periods each year, with stratification beginning in the spring, strengthening through the summer and then breaking down through the fall.  Stratification is the natural separation of water in the lake into layers due to the change in water's density with temperature.  The 2016 Morrison Lake Thermal Stratification Study interim report and the Supplement (final) report can be found on the reports page of the Company website at:  http://www.pacificbooker.com/reports.htm.

In April and May, during the BC Election campaign, the Company sent individual emails to 86 Liberal, 80 NDP and 79 Green Party Candidates on 14 days during the campaign and those emails were subsequently sent to approx. 1,000 subscribed individuals in our news list.  The purpose of these “plain language” communications was to give the readers an understanding of our experience during the judgement phases of the Environmental Assessment process and the impact of the decisions made by the Ministers involved.  The emails have been compiled in a pdf file and have been posted on the Company website at: http://www.pacificbooker.com/pdf/2017%20Campaign.pdf.

The Company has been following the news media coverage of the new provincial government and observing the processes used.  PBM has noted that new individuals have been posted on the EAO Project Information website as Project Lead, Executive Project Director and Compliance & Enforcement Lead.  The updated information is shown at the following link: https://projects.eao.gov.bc.ca/p/588510b4aaecd9001b81467b/project-details

Fiscal 2019 Work

Management continued to communicate with the Members of the BC Legislative Assembly to provide information in support of the Morrison project benefits and in challenge to the misinformation that led to the decision to refuse to grant the EA Certificate in 2012 and the “further information required” decision of 2015.

In February 2018, PBM sent a letter to Premier John Horgan, Andrew Weaver (BC Green party leader), Andrew Wilkinson (BC Liberal party leader) and David Eby (Attorney General) and reminded them of the issues we face and requesting that they address the wrong done by the October 2012 unfair decision to refuse to grant the EAC for the Morrison project.  In April of 2018, we also sent a letter to the same 4 individuals and cc’d the Chief and Council of the LBN, advising the readers of the history of our relationship with the LBN.  PBM received a response from David Eby which expressed the opinion that PBM had been given the opportunity to respond to the “unfavourable recommendations of the Executive Director of the Environmental Assessment Office before the Minister’s decision was made.”  He indicated that as PBM did not seek judicial review of the Minister’s Order of July 7, 2015, the Order remains in effect.  PBM replied to the Attorney General and reminded him that the Environmental Assessment Office (and the Working Group) was not mentioned as part of the reconsideration process in Justice Affleck’s remedy and therefore, PBM does not agree with the statement that “Pacific Booker has since been provided with an opportunity to make representations to the Ministers, as anticipated by Justice Affleck’s decision.”  We also reminded Mr. Eby that when the reconsideration process was completed, the report titled Recommendations of the Executive Director (dated September 20, 2012) was included with the referral documents.  That report should not have been included in the new referral as it was part of the decision that was quashed by the court in December 2013.  PBM concluded the letter to Mr. Eby with the statement: “All we are asking for is a fair and unbiased review.  But with the Order from the previous Ministers still in effect, we have little hope of getting an unbiased review when we can’t even get the EAO to clarify the precise nature of the environmental work required by Schedule A of the Section 17 Order.”

In May of 2018, PBM completed an analysis of the documents that were submitted by Derek Sturko as the Recommendation of the Executive Director to the Ministers for the 2012 decision.  The document has been posted at:  http://www.pacificbooker.com/reports.htm.  PBM sent a letter and supporting documents to George Heyman (Minister of Environment and Climate Change Strategy) and to Michelle Mungall (Minister of Energy, Mines and Petroleum Resources) and cc’d Premier John Horgan, Andrew Wilkinson, Dr. Andrew Weaver and David Eby.  In our letter, we reminded the new Ministers who we are and included a little snapshot of our history in the EAO process.  We also stated “If the EAO had enough information to determine that the Morrison Project would not have any significant adverse effects, the further assessment decision appears to be a way to say no without actually saying no.  In reference to the letters submitted to the original ministers as part of the original referral package, we would like to ask why those with opposing views can request a refusal of a certificate based on beliefs without having to support that belief with facts, but the proponents must have science based facts to support any opinion.”  We also asked, “As the new ministers, we request that you give our application a fair and impartial review.”

In June 2018, the BC Government announced that it was changing the environmental assessment process to ensure the legal rights of First Nations are respected and the public’s expectation of a strong, transparent process is met.  Changes to B.C.'s environmental assessment process are focused on enhancing public confidence by ensuring impacted First Nations, local communities and governments and the broader public can meaningfully participate in all stages of environmental assessment through a process that is robust, transparent, timely and predictable; advancing reconciliation with First Nations; and protecting the environment while offering clear pathways to sustainable project approvals by providing certainty of process and clarity of regulatory considerations including opportunities for early indications of the likelihood of success.

Management has been following the news/information released regarding the EA revitalization process.  The new Bill 51 – 2018 ENVIRONMENTAL ASSESSMENT ACT was given Royal Assent on November 27th.  One of the more significant changes includes a statement that before making a

recommendation, the chief executive assessment officer (EAO) must seek to achieve, with respect to the recommendation, consensus with participating Indigenous nations and the reasons for the recommendations must accompany the documents.  In the decision on application for environmental assessment certificate section, Section 4 (c) states that on receipt of a referral under subsection (1), the ministers must, within 30 days of receiving the referral, (i) issue an environmental assessment certificate to the proponent and attach any conditions to the certificate that the ministers consider necessary, including, without limitation, conditions respecting payments to be made for initiatives to mitigate effects of the project, or (ii) refuse to issue the certificate to the proponent.  Please note that the option of further assessment required is no longer available.

In July 2018, the Lake Babine Nation elected a new chief and councillors.  Gordon Alec is the new chief and many of the councillors are new to the position.  PBM has already written to the new chief congratulating him on his win and stating that we would be very pleased to be able to meet with him at his convenience to introduce ourselves and to answer any questions he may have.  In November 2018, PBM again wrote to Chief Alec and said “I would prefer to meet with you "one on one" to be able to discuss the Morrison project.  After we have come to an understanding of our matter, then we can reach out to an appropriately qualified individual to proceed with further arrangements and/or discussions, as necessary.  We hope that you will consent to a meeting where we can discuss these matters.”  To date, we have not received a response from the Chief.

The Company has also been made aware of an online video posted by Raven Trust to raise funds for a legal challenge to "Save the Morrison". In July 2018, PBM sent a letter to Raven Trust to make them aware of some incorrect or misleading statements in the video and the text presented.  The video can be found at: https://www.youtube.com/watch?v=xXlfIPgALvo.

Fiscal 2020 Work

Between February and April 2019, PBM corresponded with Kevin Jardine, Associate Deputy Minister, British Columbia Environmental Assessment Office (“BCEAO”) regarding the submission of a draft Supplemental Application Information Requirements (“SAIR”). The Company submitted the first draft SAIR in April for review and comment. In June 2019, the Company received the results of the review from Kevin Jardine which stated the draft required additional details to meet the requirements of the Section 17 Order, and a revised draft would be due by September 3, 2019.

A revised draft of the SAIR which contained additional information was submitted on August 29th and posted on the Environmental Assessment website. After the BCEAO review, further discussions between the Company, its technical consultants and the BCEAO were held regarding what additional information would be required in the next submission. Early in December, the Company forwarded a “draft for discussion” to Katherine St. James of the BCEAO.  This draft incorporated the recommendations for work programs prepared by Harvey McLeod and a “Proponent Statement on the Additional Information Request”.  The content of the Proponent statement was a summary of the Company’s history with the EAO and some of the issues with the process and decisions made by the EAO.

In January 2020, the BCEAO emailed the Company and acknowledged the improvements in the current draft, but that more information is still required. An in person meeting was arranged for February 12th at the BCEAO office in Victoria to review what specific information the BCEAO would require in the next submission.

With the coming into force of the Impact Assessment Act on August 28, 2019, the federal environmental assessment of the Morrison Copper-Gold Project under the Canadian Environmental Assessment Act

(CEAA 1992) has now been terminated.  Due to the refusal of the BC Environmental Assessment Certificate in October 2012, the Federal timeline was paused by a request for information regarding how the Company intended to address the concerns identified in that decision.  To advance the Project, the Company is now required to submit an initial Project Description to the Agency.  Any relevant information gathered for the environmental assessment under CEAA rules may be used to inform any process steps under the IAA.  PBM intends to submit a description of the Project in accordance with the requirements of the IAA, as soon as possible and intends on referencing the relevant information gathered for the EA to inform any process steps under the IAA.

In July 2019, the BC Chief Gold Commissioner issued a mining lease for the Morrison mine project (mineral claims 625123, 625143 and 625183, encompassing approximately 1,090 ha) for an initial term of one year.  These three mineral claims are located along the east shore of Morrison Lake.  The Company had submitted an application in 2012, which was not completed at that time because of the October 2012 decision.  The mining lease application area is located within the consultation area of the Lake Babine Nation (“LBN”) and the Yekooche First Nation (“YFN”).  According to the Gold Commissioner’s Reasons for Decision report, consultation began February 5, 2019 by notifying the LBN and the YFN of the application and inviting input on how the mining lease may impact their Aboriginal rights and title.  No response was received from YFN.  LBN responded by stating their firm opposition to a decision to issue a mining lease and requested an in-person meeting with the statutory decision maker.  On February 26th, the Chief Gold Commissioner met with representatives of the LBN.  On April 12th, the Chief Gold Commissioner sent a letter to the Company and LBN indicating that he was considering a decision to issue a mining lease for an initial term of one year.  In May 2019, the LBN responded to his letter re-stating their objections and that the decision should be to not issue the lease, while the Company responded that it did not object to a decision to issue a mining lease for a one-year term.  

The Ministry of Forests, Lands, Natural Resource Operations & Rural Development (“FLNRORD”) provided a consultation summary report, dated June 26, 2019, which provided information regarding the consultation on the mining lease application and indicated that consultation had been completed.  In the Chief Gold Commissioner’s conclusion, he stated “I am satisfied that the consultation process has been reasonable and appropriate.  I have considered relevant facts and submissions, even if they are not specifically identified in this document, and I am of the view that a decision to issue a mining lease, with an initial term of one year, will not significantly impact the Aboriginal rights and interests of the LBN and the YFN.  The applicant has fulfilled the requirements of the Mineral Tenure Act by completing a survey approved by the Surveyor General, posting a notice in the prescribed form in the office of the Chief Gold Commissioner, and publishing a notice in one issue of the Gazette and in local newspapers, as required.  For these reasons, I am satisfied that it is reasonable to issue a mining lease according to the approved surveyed boundaries that comprise the area of existing mineral claims 625123, 625143 and 625183 for a term of one year.”  A mining lease conveys the exclusive right to all minerals on the lease area to the recorded holder but does not authorize mining activities required or related to the production of minerals.  A recorded holder of a mining lease may register an application to renew the term of the mining lease for a period of up to thirty years.  The renewal of the term of a mining lease is subject to the approval of the Chief Gold Commissioner that the mining lease is required for a mining activity.

Fiscal 2021 Work

In February 2020, the Company met with the BCEAO and discussed the draft submitted in December.  They requested that the words in the document be reduced to what is required without additional details and that statements of intent be strengthened from “cans” to “wills”.  The Company requested a clarification on the name of the stream that connects Morrison Lake with the Morrison Arm as it has been called Morrison Creek and Morrison River.  The Company also asked to clarify the statement made in

2012 that Morrison Lake is located at the headwaters of the Skeena River as the Company has never agreed with that statement."

On March 5, 2020, Dr. Andrew Weaver, MLA, directed a question to Bruce Ralston, the Minister of Energy, Mines and Petroleum Resources, during Question Period in the Legislative Assembly of British Columbia. Dr. Weaver asked about the regulatory inconsistencies facing the Morrison mine project.  He stated “I’m sure every member of this House will agree that a stable regulatory environment is key to maintaining B.C.’s reputation as a welcoming place to do business.  This means that the approval of natural resource projects must be based on scientific evidence and not politics.  Yet in 2012, upon recommendation from the executive director of the environmental assessment office, the B.C. Liberals rejected the Morrison mine project proposed by Pacific Booker Minerals, despite it having received a positive environmental assessment.  In justifying their decision, they cited environmental concerns about the effects of the mine on water quality in Morrison Lake and local salmon populations, despite already having a positive environmental assessment.” He continued “A key element of the previous government’s unrealistic strategy for natural resource development revolved around, as we all know, LNG.  We know that certain natural gas projects were located in areas close to the Morrison mine.  Comments from groups engaged in the Pacific Booker project have indicated that the province was facing significant pressure to avoid reopening discussions around the Morrison mine in order to obtain the support necessary for the Prince Rupert gas transmission line.”  Dr. Weaver’s website states “I was not particularly impressed with the Minister’s response to my questions.  I intend to explore this issue further in the coming weeks.”

Prior to his election in May 2013, Dr. Weaver served as Canada Research Chair in climate modelling and analysis in the School of Earth and Ocean Sciences at the University of Victoria.  He has been a Lead Author on the 2nd, 3rd, 4th and 5th Intergovernmental Panel on Climate Change's scientific assessments and has authored or coauthored over 200 peer-reviewed, scientific papers and was the Chief Editor of the Journal of Climate from 2005-2009.

On April 17, 2020, the Company announced that the mining lease for the Morrison project, which was issued in July 2019 for an initial term of one year, has been extended to December 31, 2021 by an order from the Chief Gold Commissioner.  The order extends the time frame for registering work requirements or registering revised expiry dates for all existing mineral and placer claims due to the impacts of COVID-19.

On June 23rd, Mr. Weaver posted an article on his website called “Pacific Booker Minerals and their quest to develop Morrison Mine near Smithers” (written by: Noah Conrad).  The article includes the following statements: “In 2002, Pacific Booker Minerals began the formal environmental assessment process required to obtain ministerial certification for Morrison Mine, their proposed copper and gold mine near Smithers, BC.  A decade later, after $10 million worth of consultations, meetings, and assessments, the company decided to proceed to the next stage of the certification process in which the Environmental Assessment Office (EAO) submits a formal environmental assessment report to the relevant ministers via the executive director.  At the time of submission, all indications were that the mine would receive approval.  EAO assessment reports had given the project a clean assessment and the company had proposed to undertake measures unprecedented in the copper mining industry to address the project’s environmental risks.  Despite the positive environmental assessment, the Executive Director of the EAO chose to recommend that the project be rejected, advice which was followed by Environment Minister Terry Lake.  The decision to reject proposed project was ostensibly made due to ongoing concerns about the effects of the project on local salmon populations and water quality in Morrison lake, among other things.  Yet the decision to reject the project on environmental grounds should raise immediate questions about why this project was nixed and not others, given the BC Liberal government’s

environmental record in the mining sector.”  The article continues with a discussion of the BC Liberals environmental record and the serious repercussions of the decision for Pacific Booker and our shareholders.  The article continues with comments on our BC Supreme Court case, including Justice Affleck’s comments and the ruling in PBM’s favour that quashed the decision to reject the mine and ordered the project to be reconsidered by the government.  The article also covers the ordered further assessment and that despite repeated attempts by PBM to obtain a clear answer from government as to what additional information is to be collected, placing the project in a state of limbo.  The article continues with:  “It is difficult to determine one single political factor that led to the decision around the Morrison mine but several interrelated developments which are explored in more detail (below) provide insight into the political circumstances surrounding the project.”  The following topics include discussion on:  Two ‘Final’ Environmental Assessment Reports;  The Relentless Pursuit of LNG;  Project Suspension (Mount Polley);  Pipeline Politics;  and ends with:  “Towards a Resolution?:  While there is no smoking gun which serves evidence that the province had politicized the environmental assessment process, the suspicious circumstantial evidence that suggests otherwise does little to inspire confidence from British Columbians in their government and has damaged the province’s reputation as a good place to do business.”  The complete blog is available at  

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

On June 24th, Mr. Weaver asked Environment Minister Heyman a question about the Morrison project in the BC Legislature.  Mr. Weaver stated: “On March 5, I asked the Minister of Energy, Mines and Petroleum Resources a question concerning regulatory inconsistencies in the provincial government’s handling of Pacific Booker’s proposed Morrison mine.  I’d like to explore this a little further.  In 2015, after reviewing the project for a second time, the Ministry of Environment issued a section 17 order that the project undergo further assessment.  Despite numerous exchanges with the environmental assessment office and the completion of an in-depth study of Morrison Lake, Pacific Booker has been unable to clarify the precise nature of what is actually required in the section 17 order.  For Pacific Booker, this order has been tantamount to a rejection of its project without the ministry formally saying no.  Government recently amended the environmental assessment process to provide certainty of process and clarity of regulatory considerations. When presented with an application for an environmental assessment certificate, the minister is given three options under the 2018 Environmental Assessment Act (1) grant the certificate, (2) grant the certificate with conditions attached or (3) reject the project.  Pacific Booker’s treatment doesn’t align with the new assessment standards.  They’ve been given the opposite of regulatory certainty, and their project has been shunted off for a further assessment.  My question is to the Minister of Environment: “Considering the recent changes to the environmental assessment process, will he amend the 2015 order to clarify the nature of the work required by Pacific Booker Minerals?”  Mr. Heyman responded: “I recall the question to my colleague, the Minister of Energy, Mines and Petroleum Resources, in March quite well.  As the Minister of Energy and Mines said at the time, he and I can’t speak to the specifics of why the old government made the decision that it made with respect to the proposed Morrison mine.  

After Mr. Heyman completed his response, Dr. Weaver said: “My question, again, to the Minister of Environment is this.  Given the extensive work undertaken by Pacific Booker Minerals to examine and reduce the environmental impact of the potential Morrison mine project and the potential economic benefit to the province, will this government commit to ensuring that the company receives a timely, unbiased review of the latest proposal, and in particular, is given clear instructions from your office so that it knows what boxes need to be ticked so that they can follow due process, rather than second-guessing certain people who haven’t made that very clear?”  Mr. Heyman responded (in part): “The company, of course, has to provide some very specific additional information that was required under the order.  The order was specific.  Some examples of the type of additional information required are sockeye salmon use of Morrison Lake, upper and lower Tahlo Creek and the Morrison River, hydrogeological and

groundwater data for areas between the mine and Morrison Lake and further engagement with the Lake Babine Nation and other impacted First Nations.  I’m advised that the company made its latest submission to the environmental assessment office in December and that environmental assessment office staff met with the company this past February as additional information was required from the company.  It is certainly not the intention of our government to make proponents guess at what is required.”  For the video and transcript of the question and answer, see:  

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

PBM responded by email to Mr. Heyman with some specific facts applicable to the questions asked by Dr. Weaver and Mr. Heyman’s answers as follows:  “Prior to the refusal to grant the Morrison EAC in September/October 2012, PBM had provided sufficient information for the Federal and Provincial reviewers to prepare final draft reports that concluded that the project would not likely cause significant adverse environmental effects with the implementation of the proposed and agreed to mitigation measures.  After the BC Supreme Court judgement quashed that decision, we believed that our project would be given a chance for a fair decision.  That did not happen and the Section 17 order was issued in July 2015.  Starting in late 2015, PBM started asking EAO representatives for details on the specific items that needed additional information and analysis.  In every earlier step of the process, PBM was given a “needs list”.  In a June 2019 letter from Kevin Jardine to PBM, Mr. Jardine says: “I recognize that PBM has proposed workshops with the technical Working Group to identify the scope of the SAIR, however, this is not the role of the Working Group.  The Ministers have set out the scope of the further assessment in the Section 17 Order.  The purpose of the Working Group is to review information and methods presented by a proponent; it is not its purpose to provide the proponent with the information or methods.”  In our August 2019 letter to Kevin Jardine we ask: “Can you tell us whose role it is to identify the scope of the SAIR?  Only one area has any specific detail of the requirement (Section 2.1.1(a)) and that is “a minimum of one year of new baseline data must be collected.”  

During a meeting held in September 2019, Harvey McLeod from KCB stated that if someone said that there were deficiencies, then we need to know what the deficiencies were and added that we can’t address a deficiency if we don’t know what it is.  The response from the EAO was that the Ministers had decided that more information was required.  Harvey said that was very challenging for us as our opinion is that these items had been addressed and that we don’t know what else we could do.  PBM had met all the information requirements detailed in the original Terms of Reference or the application would not have been accepted or referred to the Ministers for decision.  On February 4, 2019, Kevin Jardine, Associate Deputy Minister of the EAO responded to a letter that PBM wrote in December 2018 and replied (in part) as follows:  As you know, the order for reassessment provided that the reassessment must be completed within three years of the approval of the SAIR.  This timeline was based on the assumption that the first step set out in section 5.1 of the reassessment order, the provision of the draft SAIR, would be completed in a reasonable time frame.  Given that three and a half years have now passed since the order was made by the Ministers, some consideration may need to be given to whether the information provided in the Application has become outdated and what, if any, steps may be required in order for information to be updated in order for Ministers to make an informed decision.  I note in your letter your desire to advance this Project.  If that is the case, please advise, within 30 days of your receipt of this letter, when you will provide the draft SAIR for review.  If I do not hear from you in this regard, or if you are unable to commit to a date by which you would provide the draft SAIR, then I will consider the appropriate next steps to ensure this proceeds in a timely manner or is otherwise concluded.  

His threat to “otherwise conclude” our assessment was what prompted us to attempt to proceed with the preparation of the SAIR report.  In our response on March 5, 2019, we stated our issues with the 2012 decision and the “reconsideration” process that lead up to the “further assessment required” decision in 2015.”  The email continued with some specific points: “You mentioned the Morrison River (from the

Section 17 order).  According to the FLNR database (as confirmed by Katherine St. James) the name of the waterbody that connects Morrison Lake to the Morrison Arm is Morrison Creek, not Morrison River.  You commented in your answers that the EAO is “working to help answer any questions that the proponent has with respect to the information required” and “will be very happy to assist them in a timely answering of the questions required by the order”.  As well as the clarification of Morrison Creek vs Morrison River, PBM requested clarification of the statement made in October 2012 that “the proposed Morrison Mine project was to be located directly adjacent to Morrison Lake, at the headwaters of the Skeena River.”  PBM requested clarification of whether or not the project was located at the Skeena River Headwaters.  Katherine said she would check and advise.  

During a subsequent phone meeting, Katherine commented that “the Morrison Lake was a headwater in the Skeena watershed”.  I said that I would like to see the information they had that determined that Morrison Lake is a headwater.  By email on March 11th, Katherine provided this as a response: “A widely-accepted definition of headwaters comes from the US Geological Survey:  headwater(s)--(1) the source and upper reaches of a stream; also the upper reaches of a reservoir.  (2) the water upstream from a structure or point on a stream. (3) the small streams that come together to form a river.  Also may be thought of as any and all parts of a river basin except the mainstream river and main tributaries.  When PBM submits an acceptable draft SAIR to go to the working group, there would be the option at that point to discuss further with a provincial hydrologist”.  Also, according to the information that we were given by the EAO, any order, approval or decision that is in effect under the former Act (a) is deemed to have been issued under this Act, and (b) subject to subsection (13), continues in force until it expires or, under this Act, is suspended or cancelled.  We request a review of the Section 17 order as issued to determine if it is appropriate.”

On July 28th, 2020, PBM requested a halt in trading because of an issue with a part of the area of the Morrison project site.  Due to a misunderstanding of the COVID-19 protection order issued in March, the request for an extension of the lease was not made on time.  The halt in trading was lifted July 30th.  A notice was filed with Mineral Titles of PBM’s intention to appeal the expiry and a copy was sent to the owners of the overlying claim.

On August 20th, in response to our emails to George Heyman, Minister of Environment and Climate Change Strategy in June and July, PBM received a letter from Nathan Braun, A/Associate Deputy Minister, EAO that stated (in part): “Your letter requested clarification regarding the ‘Skeena Headwaters’, and expressed surprise that the 2012 Information Bulletin referenced the Morrison project as being in the headwaters of the Skeena River.  With respect, this point is not material to the provision of a draft SAIR.  The fact is that water from the area of the proposed project eventually flows into the Skeena River.  Please let me know by September 30, 2020 whether PBM intends to provide a substantively revised draft SAIR.  When a satisfactory draft SAIR is provided, we will be able to further discuss your concerns regarding the issues you raised.”  The letter can be found at:  

https://projects.eao.gov.bc.ca/api/public/document/6009da7fa8b8ef0020c01b0d/download/359789%20-%20Swan%20-%20Final.pdf

On August 24th, PBM responded to Mr. Heyman by email in regards to the comments made in Nathan Braun’s letter, as follows: “I received the letter from Nathan Braun by email on Thursday, August 20th.  I was disappointed that Mr. Braun did not clarify whether or not the EAO believes that the Morrison project is located at the headwaters of the Skeena River.  His comment: “Your letter requested clarification regarding the ‘Skeena Headwaters’, and expressed surprise that the 2012 Information Bulletin referenced the Morrison project as being in the headwaters of the Skeena River.”  Yes, we were surprised at the 2012 statement in the information Bulletin that “the proposed Morrison Mine project was to be located directly adjacent to Morrison Lake, at the headwaters of the Skeena River.”  This was the

first time that the Skeena River Headwaters statement was made.  If you review the original Schedule A, the Certified Project Description document, dated August 2012, you will find that there is no mention of the project being located at Skeena River headwaters.  His comment:  “With respect, this point is not material to the provision of a draft SAIR.”  How can this detail be considered not material?  The SAIR is described as a Supplemental to the original application.  A factor as significant as being located at the headwaters of the Skeena River, if correct, must be considered material.  In fact, it was material enough for the Ministers to state it as the primary reason for the refusal to grant the certificate in 2012.

His comment: “The fact is that water from the area of the proposed project eventually flows into the Skeena River.”  Eventually is right.  Morrison Lake drains via the Morrison Creek into the northeastern arm of the Babine Lake.  Babine Lake flows into Nilkitkwa Lake.  Nilkitkwa Lake flows into the Babine River.  The Babine River meets the middle section of the Skeena River approx. 50 kms north of Hazelton.  From this meeting, the Skeena River flows approx. 225 kms to the ocean.”  The email continued with some discussion on the “draft for discussion” SAIR that was sent to the EAO in December 2019, the requests from the EAO to remove certain words from that document and that PBM was advised that it would be the EAO’s Working Group that would determine whether the work program proposed by KCB would be sufficient to meet the further information requirements.  We concluded the email with:  “Why are we required to submit a satisfactory draft SAIR before we are able to further discuss our concerns regarding the issues raised by my emails?  It is necessary for PBM to know where the EAO thinks the project is located before we can consider committing to the next draft of the SAIR and/or the work programs.  If our questions can be addressed, then it will be possible to advise Mr. Braun by September 30th whether PBM intends to provide the next draft of the SAIR.”

On September 1st, the formal submission was delivered to the Chief Gold Commissioner regarding Pacific Booker's request to appeal the expiry of mining lease no. 1069796.  Due to a misunderstanding of the COVID-19 protection order issued in March, the request for an extension of the lease was not made on time and claims were recorded by other individuals in the area of the lease.  The Company filed a notice of its intention to appeal the expiry and a copy of the notice was sent to the owners of the overlying claim.  It was anticipated that the Chief Gold Commissioner would provide the impacted parties an opportunity to be heard and to make submissions before any decision under Section 67(2) of the Act is made.

On September 14th, PBM sent another email to Ministers Heyman and Ralston which said: “I have not received a response to the questions/comments I sent to you both on August 24th by email.  If the EAO believes that the Morrison Lake project is located in the headwaters of the Skeena River and that our project will cause a significant impact to the Babine watershed as well as reaching all the way to the Skeena River, there is little point in PBM continuing with the SAIR exercise, because nothing we can say can convince you otherwise.  If the EAO is believes that the Ministerial decisions in 2012 and 2015 were justified and correct, PBM will not be able to get an unbiased review of any facts that are presented.  It appears that our science-based study has been sidetracked by the politics of the situation and all our hard work related to the environmental protection measures meant nothing to the decision makers.  We now believe that the only real issue for the EAO is the First Nations.  The 2012 recommendation document states “the Crown has fulfilled its obligations for consultation and accommodation to Lake Babine Nation, Yekooche First Nation and Gitxsan and Gitanyow Nations relating to a decision on whether to issue an EA Certificate for the proposed Project” and also states as a factor for the Ministers to consider the “opposition from Gitxsan and Gitanyow Nations and Lake Babine Nation”.  At almost every meeting with someone from the Environment Ministry and other Ministers (notably Mines and Aboriginal Affairs) since then, we have been told that the LBN are the main issue and that if we could get them “onside”, it has been implied that the other issues would no longer be an issue.  The EAO accepted that the Gitxsan and Gitanyow Nations had a claim to the Lake Babine fisheries when the Morrison project

has been acknowledged as being on crown land in the traditional territory of the LBN.  This claim by the Gitxsan and Gitanyow Nations to the LBN territory was not mentioned during the first years of our assessment and was only raised in 2010 and then was accepted without question by the EAO.  The EAO and the Ministers of the day dealt with the Gitxsan and Gitanyow Nations and kept PBM out of the correspondence chain.  We were not given the opportunity to challenge the statements made.  

As well as this issue, the LBN’s treaty lawyer, Dominique Nouvet (Woodward & Company) instructed PBM to communicate only with her and not with the Chief and Council of the LBN.  Ms. Nouvet also seemed to have a direct route to the Ministers of the day.  How could we consult with the First Nations when the EAO and the Ministers and a treaty lawyer were standing between us?  How can we consult when the LBN will not agree to meet with PBM or even to respond to our letters?  The courts have said that a refusal by the First Nations to meet does not constitute a lack of consultation.  Consultation does not mean accommodation and that the First Nations do not have the power of veto.  The Morrison Project is located in a historical mining area, as clearly shown by the attached image that shows the Babine Lake area with the Bell and Granisle mines labelled and Morrison Lake identified.  Correspondence with the Federal Environment Agency, prior to and following the refusal by the BC Government in October 2012 that indicates that CEAA had made its decision and that it appeared to be a positive one.  

On August 30th, CEAA informed PBM that CEAA had received feedback from the federal departments on the draft Comprehensive Study Report (“CSR”) and was planning to have a second draft prepared for PBM comments during the week of September 4, 2012 and advised PBM that the final public comment period would be in October 2012 with the referral to the Federal Minister of Environment in November 2012.  On September 9th, PBM received an email from CEAA asking a few questions for clarification to finalize the draft CSR including a request for “environmental photo’s to use in our final report”.  On September 19th, PBM received a draft of Comprehensive Study Report that concludes that the proposed Project is not likely to cause significant adverse environmental effects stating that: “The environmental effects of the Project have been determined using assessment methods and analytical tools that reflect the current best practices of impact assessment practitioners. As a result of incremental changes to the project design and additional mitigation measures and commitments applied to the Project throughout the comprehensive study process, the Agency concluded that the proposed project can be constructed, operated, maintained, and decommissioned without significant adverse effects, including consideration of cumulative effects. No significant adverse biological, physical, or human health effects are predicted. Any residual effects are predicted to be of low magnitude, moderate duration, localized in geographic extent, and reversible over the long term following decommissioning”.

CEAA requested a Commitment letter to comply with Commitments and Follow-up Program.  On September 20th, PBM committed in writing to Robyn McLean, Project Manager, CEAA, our Compliance with Table of Commitments and Follow-up Program Requirements under CEAA stating categorically that PBM will comply with the environment related commitments summarized in the Table of Commitments.”  PBM received a letter dated October 25th (24 days after the October 1st decision) from CEAA that stated: The Canadian Environmental Assessment Agency (the Agency) is aware that the British Columbia Minister of Environment and the Minister of Energy, Mines and Natural Gas have decided to refuse to issue an environmental assessment certificate for the Morrison Copper-Gold Mine Project (the Project) as proposed”.  The letter continues with “The Agency is preparing a comprehensive study report for the Project, pursuant to the Canadian Environmental Assessment Act, which will provide conclusions on whether the Project is likely to result in significant adverse environmental effects taking into account the implementation of mitigation measures.  Given the British Columbia Ministers' decision, the Project as proposed cannot proceed.”  The Federal agency came to the conclusion of “no significant adverse biological, physical, or human health effects are predicted. Any residual effects are predicted to be of low magnitude, moderate duration, localized in geographic extent, and reversible over the long term

following decommissioning”. And also concluded “as a result of incremental changes to the project design and additional mitigation measures and commitments applied to the Project throughout the comprehensive study process, the Agency concluded that the proposed project can be constructed, operated, maintained, and decommissioned without significant adverse effects, including consideration of cumulative effects.”  Can you explain why CEAA concluded no significant adverse effects and the BCEAO decided that more information was required, when both agencies reviewed the same information?

On September 24th, PBM sent a letter to Nathan Braun, A/Associate Deputy Minister, which stated: “In response to your letter dated August 20th, where you request that PBM let you know by September 30, 2020 whether PBM intends to provide a substantively revised draft SAIR, we have a few questions that having the answer to would assist in the preparation of that document.  PBM has edited the draft submitted for discussion in December 2019, taking into account the items requested during the meeting had with the EAO in February 2020.  Our current question is in regards to First Nations Consultation requirements.  As you are aware, the Lake Babine Nation has just recently signed a “Foundation Agreement”.  Our question is, will this agreement change the requirement for consultation by the proponent?  And, if so, in what way.  One of the issues we raised is the name of the waterway that connects Morrison Lake to the Morrison Arm. According to the FLNR database, that waterway is Morrison Creek, not Morrison River.  The Section 17 order refers to Morrison River.  How do we address this inaccurate naming?  Your letter stated that “when a satisfactory draft SAIR is provided, we will be able to further discuss your concerns regarding the issues you raised.”  The other issue raised was that PBM requested clarification of whether or not the project was located at the Headwaters of the Skeena River.  Your letter stated “With respect, this point is not material to the provision of a draft SAIR.” We do not understand how an inaccurate statement of the project’s location can be considered not material.  The legal definition of material includes “A material fact is an occurrence, event, or information that is sufficiently significant to influence an individual into acting in a certain way.”  PBM was advised that the Working Group would determine the necessary work program after reviewing the recommended programs.  The work programs suggested in this document were proposed by Harvey McLeod (P. Eng., P.Geo., Vice President, Klohn Crippen Berger) because we were advised by the EAO that the proponent must propose the work programs.  We were not given an opportunity to discuss the technical merits of the information already provided to the EAO in the 2012 application and thereby determine the “gaps” in information already provided.  The Board of Directors have an issue with having to commit to undertaking the work programs prior to the determination of what those programs will include.  Public Companies have a fiduciary duty to their shareholders which for PBM includes not committing to activities without knowing the costs and time involved.

On September 28th, PBM received a letter from Katherine St James, Project Assessment Director, which stated: “Thank you for your emails of August 24 and September 14, 2020 addressed to the Honourable George Heyman, Minister of Environment and Climate Change Strategy, regarding the Morrison project.  I have been asked to respond on his behalf.  In your email, you asked for clarification on the EAO’s view on whether the proposed project is in the headwaters of the Skeena.  As Mr. Braun stated in his letter of August 20, with respect, this is not material to the provision of draft Supplemental Application Information Requirements (SAIR).  Any disagreement on this fine point does not prevent Pacific Booker Minerals (PBM) from providing a satisfactory draft SAIR that would permit the further assessment ordered by the Ministers to proceed.  However, in an effort to put this issue to rest, I provide the following.  As described in the Morrison Environmental Assessment Report (2012) and the Reasons for Decision (2012), the EAO understands the project to be located in the headwaters of the Skeena River.  You also asked for clarification on whether the correct reference is Morrison Creek or Morrison River.  In this case, the name in the British Columbia Watershed Atlas is ‘Morrison Creek’ under the classification of ‘Major Rivers’.  Therefore, the most accurate name is ‘Morrison Creek’, although

referring to it by either name does not prevent PBM from providing a satisfactory draft SAIR.  

You also ask for clarification on the next steps of the process.  As fully detailed in previous correspondence, to move this project forward towards a decision on an Environmental Assessment Certificate, PBM must provide a satisfactory draft SAIR (please see s. 5.1 of the Ministers’ Section 17 order).  To be satisfactory, in the draft SAIR PBM must propose additional studies, information, methods or analyses that address each of the requirements outlined in the Ministers’ order.  Once PBM provides a satisfactory draft SAIR, the EAO can then engage with the Working Group to review it, and ultimately issue the final SAIR to PBM under s. 5.4 of the Order.  Until PBM provides a satisfactory draft SAIR, the EAO cannot move this regulatory process forward.  Without the final SAIR, we do not have a framework for PBM to complete the process ordered by the Ministers.  In his letter, Mr. Braun set a deadline of September 30, 2020 for PBM to state its intention with respect to providing a substantively revised draft SAIR.  In light of the timing of this response to your emails, please do so by October 19, 2020.”

Environmental Assessment Report (2012) can be found at:

https://projects.eao.gov.bc.ca/api/public/document/5888e594817b85ae43cf7b4f/download/Morrison%20Copper_Gold%20Mine%20Project%20Assessment%20Report%20dated%20Aug%2021_12.pdf

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

https://projects.eao.gov.bc.ca/api/public/document/5886a78aa4acd4014b81f937/download/Letter%20from%20Honourable%20Terry%20Lake%20%28MOE%29%20to%20Erik%20Tornquist%20%28PBM%29%20dated%20Sept%2028_12.pdf

This letter can be found at:

https://projects.eao.gov.bc.ca/api/public/document/6009ddc6a8b8ef0020c01b7e/download/360882%20-%20Swan%20-%2020200928.pdf

On October 15th, PBM responded as follows: “This letter is in response to your letter dated September 28, 2020.  Thank you for the clarification of the EAO’s view on whether the proposed project is in the headwaters of the Skeena River. You have stated in your letter: “As described in the Morrison Environmental Assessment Report (2012) and the Reasons for Decision (2012), the EAO understands the project to be located in the headwaters of the Skeena River”.  You have also said that the EAO would like to “put this issue to rest”.  PBM would also like to put this issue to rest.  Unfortunately, that would mean that PBM accepts the statement that the Morrison Project is located at the headwaters of the Skeena River.  That is not accurate and therefore, PBM cannot “put this issue to rest”.  You have stated that the source for the Skeena River Headwaters statement is the Assessment Report and Reasons for Decision. We ask that you provide the scientific source for that “statement of fact” used in those reports.  Added to the descriptions of the project location in those documents are variations of the statement “at the headwaters of the Skeena River watershed”.  Can you explain why there is this discrepancy between the Certified Project Description (called Schedule A in the 2012 decision materials) and the Environmental Assessment Report (2012)?  Please, do not say that it is not a material fact when it is the first reason stated for the refusal of our EAC in 2012.  All of the descriptions that I have found refer to the headwaters of the Skeena River in almost identical terms.”  

The letter provided the following weblinks in example:  From the Skeena Watershed Conservation Coalition website: (https:/skeenawatershed.com/about/about_the_skeena_watershed);  From the SkeenaWild Conservation Trust website: (https://skeenawild.org/lesson-plans/);  From Wikipedia: (https://en.wikipedia.org/wiki/Skeena_River);  From the BC Government website: (https://declaration.gov.bc.ca/2019/10/15/the-klappan-valley/);  From the National Geographic website:  (https://blog.nationalgeographic.org/2011/06/20/sacred-headwaters/) and continued with:  “Why does the

EAO description of the Skeena River headwaters differ so significantly from the commonly used descriptions?  There is little point in PBM submitting another draft SAIR until this error in the location of the project is acknowledged and addressed publicly in some form or until the EAO can prove it a correct statement by scientific fact.”  This letter can be found at:

https://projects.eao.gov.bc.ca/api/public/document/6009de44a8b8ef0020c01b9d/download/Letter-EAO%20Oct%2015%202020.pdf

On October 27th, PBM submitted a rebuttal to the impacted parties' submissions to the Gold Commissioner on the matter of the re-instatement of the lease.

On November 13th, the Chief Gold Commissioner made the decision to reinstate mining lease 1069796 until May 20, 2021, in order to allow PBM to comply with Section 6.31(2)(a) of the Minerals Title Act.  PBM started the Lease Term Extension Application promptly.

On November 16th, the EAO responded to our letter of September 24th which asked about the impact of the LBN Foundation Agreement on our consultation requirements.  The response was as follows:  "Lake Babine Nation’s Foundation Agreement is an agreement between Lake Babine Nation, the Province, and Canada, and it is available online here. It describes commitments by the parties to negotiate in good faith. It does not establish new requirements on proponents."

On January 13, 2021, PBM wrote to Premier John Horgan (and cc'd Minister Heyman and   Minister Ralston) and asked him to address our issue.  The letter is as follows:  “We are the proponent for the Morrison Copper/Gold project.  For the last 8+ years, we have been denied our Environmental Assessment Certificate and have been subjected to various pointless exercises at the hands of the EAO.  All because the Ministers of the day accepted the incorrect statement that our project is located at the headwaters of the Skeena River.  And the EAO continues to believe it.  By letter from Katherine St James, Project Assessment Director, dated September 28, 2020, we received the confirmation of the EAO’s view on the proposed project location, as follows:  "As described in the Morrison Environmental Assessment Report (2012) and the Reasons for Decision (2012), the EAO understands the project to be located in the headwaters of the Skeena River."  That is not accurate; at least not according to all of the almost identical descriptions that we have found that define the location of the headwaters of the Skeena River.  By letter dated October 15, 2020, we requested that the EAO provide the scientific source for that “statement of fact” used in those reports.  It has now been 90 days and we have not received the science-based proof for that statement and have received no further communication from the EAO on the matter.  If they have the proof, why have they not provided it?  It now appears that science based proof is not available.  It also appears that the EAO has decided to ignore our request and are just hoping we will go away.  We did not think that the EAO would be allowed to accept unproven statements as fact.  And we also believed that if an error occurred, it would be acknowledged and corrected.  That is what would be expected from the proponent.  But instead, the EAO perpetuates the error and the damages caused by it.  We are asking that you respond to our concern.  We understand that the Environment Minister has stayed out of the discussions of these issues because we are in the Environmental Assessment process, but the current "loggerhead" needs to be addressed by someone that can correct a significant error perpetrated by the previous ministers and the EAO."  We attached copies of the September 28th and October 15th letters.

On January 13th, PBM received a request from the Chief Gold Commissioner in regards to the lease extension application.  He asked PBM to explain the lack of progress made with the EAO in regards to the EAC.  A mining lease is usually only granted when there is a need for it.  He gave PBM 90 days to make submissions in regards to his question.  PBM responded that it would make a submission within the time allowed.

Late in January 2021, the EAO posted the following letters to our EPIC site:  1) Letter from PBM that accompanied submission of draft SAIR on August 29, 2019; 2) Letter from EAO to PBM – dated August 20, 2020 – Response from EAO to PBM based on correspondence to Minister; 3) Letter from EAO to PBM – dated September 28, 2020 – Response from EAO to PBM based on correspondence to the Minister; 4) Letter from PBM to EAO – dated October 15, 2020 – Response from PBM to previous letters on August 20 and Sept 28 from EAO; 5) Letter from EAO to PBM – dated February 4, 2019.

Fiscal 2022 Work

The Company continued its efforts to acquire the Environmental Assessment Certificate as required for the project.

On February 11, 2021, EAO wrote to PBM and stated that the EAO had considered how best to address the lack of progress being made on the further assessment for the Morrison project and was seeking PBM’s views on the following options.  The EAO advised PBM that they will also be seeking the views from Indigenous nations and other affected parties regarding these potential options and will consider all input received.  The potential options are:  1) Amending the Order to add defined timelines to complete key milestones in the further assessment process (such as for PBM to provide a draft SAIR acceptable to the Chief Executive Assessment Officer for review or for the completion of the further assessment process) or  2) Rescinding the Order entirely and proceed to a decision by Ministers on Morrison with the information available.  After hearing the views on the potential options, the EAO will prepare the necessary materials to bring forward these options to Ministers for their consideration.  The EAO requested PBM’s response by March 11, 2021.  The letter can be found at:

https://projects.eao.gov.bc.ca/api/public/document/604a6046887eda0022fcdd62/download/369037-Plourde-FINAL.pdf.  On March 11th, PBM responded to the EAO and stated a preference for Option 2.  PBM has been advised that the views from the other affected parties have been provided to the EAO.  The letter can be found at:

https://projects.eao.gov.bc.ca/api/public/document/60c7bd5d1260100023babd02/download/Letter-from-PBM-March%2011%202021-signed.pdf)

On March 10th, PBM made the submission to the Chief Gold Commissioner in regards to the mining lease extension.  PBM detailed our opinion on the reasons for the lack of progress made on the "Further Assessment" order and provided documentation in support of those statements.  PBM has received the decision from the Chief Gold Commissioner.  His decision was that PBM presently does not require a mining lease to engage in mining activity on the mining lease, as it has no authority to do so, and no obvious near-term prospect of obtaining any such authority and has decided not to renew the term of the lease.  He allowed PBM to register new mineral tenure on the area of the lease. On May 19th, PBM registered a new mineral tenure on the area of the lease and the claim is in good standing until May 2022.

On April 13th, PBM received an email from EAO that stated that they will be developing an information package to go to Ministers with the two options suggested and the responses from the parties they have received.  The EAO also advised that they would be providing PBM with an opportunity to comment on the information package prior to sending to Ministers.  The letters from the First Nations (dated March 23 to April 12, 2021) can be seen at:  

https://projects.eao.gov.bc.ca/p/588510b4aaecd9001b81467b/documents

On June 16th, the EAO posted 14 additional correspondence items between PBM and the EAO/Ministers dated between April 5, 2016 and November 16, 2020.

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

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

https://www.projects.eao.gov.bc.ca/api/document/60ff28e9d686e20022c848ee/fetch/PBM_Letter-EAO-July 2021-final.pdf

https://projects.eao.gov.bc.ca/api/public/document/60ff2973d686e20022c84904/download/PBM_EAO%202021-background-July%202021.pdf

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

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

https://projects.eao.gov.bc.ca/api/public/document/60ff2b3a4666f200229ba3c6/download/LBN%20Response%20Email.pdf

On August 17th, the EAO sent the next draft of their document to PBM and the First Nations and asked for any comments by August 31st.  On August 31st, PBM forwarded our revisions to their words and our comments in response to statements made in the document.

On October 12th, PBM announced that Kent Zehr, Registered Professional Engineer, has agreed to provide services for a 3-month period to research and prepare a report on the work necessary to prepare for the construction phase of the Morrison mine project.  Mr. Zehr has worked in the industry for over 50 years and has performed many duties during his career.  He has worked for Iron Ore Company of Canada, McIntyre Mines Ltd, Syncrude Canada Ltd, Advocate Mines Ltd, Suncor Energy Inc, Imperial Oil Resource Venture Ltd and others.

PBM received the final draft of the EAO document as an "FYI" by email on October 18, 2021.  It has been posted on the EPIC site at:

https://projects.eao.gov.bc.ca/api/public/document/61aa79ea361161002231d4fb/download/Morrison_ChangetoFurtherAssessment_2211103_FINAL.pdf

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

PBM has extended the "good to date" on the mineral tenures that were subject to expiry in September and October.  Those claims are now in good standing until May 2022.

On November 8th, PBM was advised that the materials regarding the further assessment order were sent to the Ministers.  This decision was in regard to the options offered by the EAO.  PBM was advised that there was no legislated timeline for this decision.  Once the Ministers reached a decision, the EAO would post the related materials to the Morrison project page and advise PBM of the decision.

On November 9th, PBM announced that the materials regarding the further assessment order had been sent to the Ministers for decision.  The correspondence can be found at:

https://projects.eao.gov.bc.ca/p/588510b4aaecd9001b81467b/documents

On December 2nd, the Minister's decided to rescind the Section 17(3)(c)(iii) Order (Further Assessment)

issued in July 2015 under the Environmental Assessment Act (2002).

The order can be found at:  

https://projects.eao.gov.bc.ca/api/public/document/61aa7c7c361161002231d54d/download/Morrison_Order%20Further%20Assessment_MGH%20Signed_MBRsig_20211202.pdf

The reasons for decision can be found at:  

https://projects.eao.gov.bc.ca/api/public/document/61aa85b1361161002231d619/download/Morrison%20Reasons%20for%20Decision%20of%20the%20Ministers%20-%20MGH%20signed_MBRsig20211202.pdf

On December 3rd, PBM was advised that the decision to rescind the Section 17(3)(c)(iii) Order had been made and the documents were posted on the EPIC site.  The EAO provided the referral materials to Ministers for their decision on whether or not to issue an Environmental Assessment Certificate.  The letter from the EAO also stated that "to ensure administrative and procedural fairness of the decision, the referral materials will be limited to: materials that were provided to the then-Ministers as part of the previous 2015 decision; the 2015 Ministers’ reasons for decision that led to the Further Assessment Order, and; a covering memo listing the materials within.  The EAO would not be providing a new recommendation to the Ministers.

On December 17, 2021, the EAO has referred the unmodified 2015 decision materials, including PBMs’ Application for an Environmental Assessment Certificate, to the Minister of Environment and Climate Change Strategy and the Minister of Energy, Mines and Low Carbon Innovation for a decision.  In accordance with the Environmental Assessment Act (2002), Ministers have up to 45 days to decide whether to issue a certificate, not issue a certificate, or require further assessment.  Referral materials and the Ministers' decision will be posted on the EAO website following the Ministers' decision.

Current and Anticipated Fiscal 2023 Work

On February 7th, the decision by George Heyman, Minister of Environment and Climate Change Strategy, and Bruce Ralston, Minister of Energy, Mines and Low Carbon Innovation was posted on the EPIC site stating that an EAC will not be issued for the Morrison Project.  The accompanying letter from the Ministers has advised PBM that the Environmental Assessment Act allows PBM to submit another proposal based on a new project design in the future.

At approximately 1pm on February 7th, PBM was contacted by the EAO by phone and advised that the decision would be posted after 2pm.  PBM was not advised of the content of the decision before it was posted publicly.  The Lake Babine Nation was prepared and issued their news release promptly.  Some of the media coverage of the decision stated again that "Morrison Lake produces the second-largest number of sockeye salmon in BC and is at the headwaters of the Skeena River".  Neither of those statements is correct.  Verna Power who holds the Natural Resources Portfolio for the Lake Babine Nation was quoted as saying that the Morrison project is "finally dead".  But according to the letter signed by the Minister, the Environmental Assessment Act allows PBM to submit another proposal based on a new project design in the future.  PBM is currently investigating the possibility of submitting another proposal to the EAO.  PBM has relied on the statements of our qualified independent professionals, including Harvey McLeod, FEC, P.Eng., P.Geo., a Principal of KCB, who has stated the opinion that the project has been designed using Best Available Practices and can be safely constructed, operated and closed to protect the environment.  The challenge going forward for PBM will be to address the First Nations concerns in regards to the projects' impact on Babine Lake and the Skeena River.

PBM has reached out to the Ministers for a meeting and has also contacted Dominique Nouvet (LBN legal professional) to discuss the issues.

The response from the Ministers was made by on March 17th by Elenore Arend, Associate Deputy Minister and Chief Executive Assessment Officer, EAO.  Her recommendation was to contact Tracy James, Executive Project Director for the Metal Mining Sector at the Environmental Assessment Office, to discuss the potential to start a new Environmental Assessment process.

The Company intended to submit a description of the Project to the Federal authority in accordance with the requirements of the Impact Assessment Act, as soon as possible and intended on referencing the relevant information gathered for the EA to inform any process steps under the IAA.  The preparation of the document is currently on hold.

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

The Company estimates its expenditures for the anticipated work on the Morrison project for the year ending January 31, 20172023 will be CDN$250,000 without receiving the EAC or CDN$1,000,000 if the EAC is received during the fiscal year.400,000.

Hearne Hill Property

The Hearne Hill property lies adjacent to the Company’s Morrison project as described above. Hearne Hill is represented by various mineral claims covered by theMineral Tenure Act which were acquired from Arms-length individuals. The Company has a 100% interest in the Hearne Hill property, subject to a 4% NSR.

How Acquired

The Hearne Hill property was originally acquired by the Company in 1992. The Company agreed to purchase a 100% interest in the Hearne Hill claims from three arms-length individuals under the following terms:

1)

$60,000 in total option payments;

2)

$100,000 in royalty payments per year;

3)

Issuance of 40,000 common shares in 4 tranches of 10,000 shares each as certain milestones were met.

All option payments have been made and all the common shares have been issued. The Company currently has a 100% interest in the property, subject to a 4% NSR to the vendors and required royalty payments of $100,000 per year. The annual royalty payments may offset any net smelter royalty obligations, and the NSR may be purchased by the Company for a cash payment of $2,000,000 at any time.

During fiscal 2007, the Company was named in an action filed with the British Columbia Supreme Court by Lorne Spence, one of the original optionors of the Hearne Hill property. Mr. Spence’s action sought the return of certain mineral claims, or unspecified damages in the alternative. Mr. Spence also sought to include the return of the Company’s Morrison property as part of the suit. In June 2007, the Supreme Court of British Columbia dismissed the application to include the Morrison property. On April 20, 2009, the Company announced that a settlement had been reached in the action filed against the Company in the BC Supreme Court. Pursuant to the settlement, the Company will retain the right, title and interest in and to all claims that were the subject of the action, with the exception of Mineral Tenure No. 242812 (the “Hearne 1 Claim”) and Mineral Tenure No. 242813 (the “Hearne 2 Claim”), which were transferred

to the plaintiff optionors. Pursuant to the settlement, no cash payment was made to the plaintiffs and all claims in the action have been dismissed.

Property Geology – Hearne Hill

The property is underlain by volcanic rocks of the Lower to Middle Jurassic Hazelton Group rocks which are intruded by porphyritic rocks in a series of northeasterly trending dykes. The intrusive composition is that of diorite or quartz diorite. Several phases of intrusions are known, including some post mineral dykes.

Chalcopyrite, bornite and molybdenite occur as fracture fillings and disseminations in the biotite feldspar porphyry and the surrounding wallrock. The mineralization is due to a large porphyry copper system. The erratic nature of the copper distribution is caused by late stage intrusions. The volcanic rocks, in contrast to the late stage BFP, are higher in grade.

There are two known bodies of mineralized breccia. The southern body, known as the Chapman zone, has been known for several years, and the northern body, known as the Peter Bland zone, was found by Pacific Booker during its 1995 drill program. These are dilational zones of brecciation which are surrounded by areas of fracturing which carry high grade mineralization. Gold is enriched in the breccia relative to the stockwork mineralization.

The breccias in the Bland zone are also related to a principal fracture system which dips steeply to the east. As in the Chapman zone, copper/gold/silver mineralization occurs infilling what were originally voids between the breccia casts, but areas of high grade fracture filling mineralization also occurs in altered volcanic rocks in close proximity to the breccia zones. The width of the enriched core of the Hearne Hill porphyry system averages approximately 50 meters at surface and appears to widen at depth.

Exploration History

Tro-Buttle Exploration undertook a large scale soil sampling and magnetometer survey east of Morrison Lake on Hearne Hill. In 1967, while excavating a bulldozer trench on the most prominent anomaly on the western flank of Hearne Hill, a 1.5 meter boulder of brecciated rock cemented with chalcopyrite was unearthed. Based upon that discovery, Texas Gulf Sulphur optioned the property that year and undertook a systematic geological assessment of Hearne Hill. The program included 12 diamond drill holes totaling 1942 meters. Although drilling intersected only a small section of mineralized breccia, a low-grade porphyry deposit was partially delineated. As the copper grades were considered sub-economic, Texas Gulf declined to pay a large option payment and returned the property to Tro-Buttle in early 1968. Canadian Superior Exploration then acquired an option on the property and performed magnetometer, IP, geological and geochemical surveys, followed by a percussion drill program in 1969. Results were not sufficient for either Canadian Superior or Tro-Buttle to maintain the property, and the property reverted back to the government.

No exploration was conducted at Hearne Hill from 1969 to 1989. In 1989, prospectors Chapman and Bland staked the property and optioned it to Noranda as part of Noranda’s search for additional ore for processing at the Bell Mine. Noranda conducted an exploration program on Hearne Hill including a small diamond drill program which succeeded in discovering a small breccia pipe, but the potential copper and gold resource did not meet Noranda’s current requirements and the property option was dropped in 1990. Chapman and Bland continued to explore the property on their own and continued to drill the breccia pipe. Results were good, and the property holders were in the process of permitting the property for production when Noranda closed the Bell Mine in April 1992.

In December 1992, Pacific Booker optioned the Hearne Hill property. In 1993, the Company began its exploration at Hearne Hill with a magnetometer survey, geological mapping, trenching and follow-up percussion drilling. From 1993 to 1997, the Company completed several phases of exploration on the property, including drilling 143 diamond drill holes. The Company was successful in discovering the higher-grade Chapman and Bland zones, as well as the lower grade porphyry envelope. In 1997, the Company engaged Giroux Consultants to prepare a preliminary resource estimate for the project. Additional drilling will be necessary in order to upgrade the indicated resource to the Proven category for a feasibility study. Since 1997, Pacific Booker has concentrated most of its exploration efforts on the adjacent Morrison property. Because the Company is currently focused on the feasibility study at Morrison and the Hearne Hill resource has not been determined to be economic, management wrote down the remaining value of the Hearne Hill property during the fiscal year ended January 31, 2006.

Item 5.

Operating and Financial Review and Prospects

Overview

The Company's financial statements are stated in Canadian Dollars (C$) and are prepared in accordance with International Financial Reporting Standards for fiscal years ended January 31, 20162022 and 2015.2021.  The value of the U.S. Dollar in relationship to the Canadian Dollar was $1.41$1.27 as of January 31, 2016.2022.

The Company has since inception financed its activities through the distribution of equity capital. The Company anticipates having to raise additional funds by equity issuance in the next several years, as all of the Company’s properties are at the exploration stage. The timing of such offerings is dependent upon the success of the Company’s exploration program and feasibility study as well as the general economic climate.

As a mineral explorer in the Province of British Columbia, the Company was eligible to receive British Columbia Mining Tax Credits for “grass-roots” exploration expenditures. These credits are a percentage of the Company’s eligible exploration expenditures made each year. The credits are refundable annually, and application for reimbursement is made along with the Company’s annual Federal tax return. After a review by the tax authorities, the Canadian Federal government, on behalf of the British Columbia Provincial government, issues a check for those credits. Since the refund process typically takes about a year, the Company accounts for these tax credits as a Receivable on its balance sheet upon the Company attaining reasonable assurance of collection from the Canadian Federal Government. At January 31, 2016,2017, the Company had no receivable on its Balance Sheet for the mining tax credit because the exploration work done is no longer considered “grass-roots” exploration.

The Company typically contracts with outside suppliers for the majority of its exploration work. In order to ensure the availability of these contractors, the Company in the past has maintained cash deposits with some of these suppliers as an advance against anticipated payments for exploration work performed. The Company accounts for these payments when made as Exploration Advances on its balance sheet. As these contractors perform the exploration work, the amounts of the advances are deducted from any amounts owed to the contractors and are recorded by the Company as deferred exploration costs.

COVID-19’s Effects on Operations

Early in 2020, the global outbreak of COVID-19 began to have a major impact on businesses through the restrictions put in place by the Canadian, provincial and municipal governments regarding travel, business operations and isolation/quarantine orders.  

The Company does not anticipate any significant impacts in the short term. Currently, the Company has

sufficient cash to meet its budgeted fiscal 2023 obligations and is not currently subject to risks of commodity or currency price changes.  At this time, the extent of the long term impact that COVID-19 may have on the Company is unknown as this will depend on future events and what work will be required to advance the project, which is largely dependent upon the Provincial and Federal authorities.

All of the Company’s operations are located in British Columbia and as of April 30, 2022, are no longer subject to the work and travel restrictions imposed by the Provincial Government which were in effect during calendar 2020 and 2021.

Results of Operations

Year Ended 1/31/20162022 vs. Year Ended 1/31/20152021

The net loss for the year ended January 31, 20162022 was ($683,137)34,405,463), or ($0.05)2.05) per share, compared to a loss of ($1,713,748)643,227), or ($0.14)0.04) per share for the year ended January 31, 2015.2021.  The increased loss in the current year included an allowance for impairment on the Morrison project in the amount of $29,836,916.  The increased loss in the current year included an increase in Share based payment expense (previously called Stock-based Compensation expense) of ($4,138,604) compared to ($221,193) in the prior year, with the increase due to the increased fair value calculation of the option price; an increase in Consulting Fees from ($675) to ($900), reflecting fees paid to Victor Eng for activities not related to the Morrison project;  a decrease in Depreciation from ($16,673) to ($11,604) reflecting the depreciation on the declining balance of the truck; a decrease in Director Fees from ($11,000) to ($10,000), reflecting reduced attendance by directors; an increase in Filing and Transfer agent fees from ($24,715) to ($25,062), reflecting an increase in costs for services provided; a decrease in the loss in Foreign exchange to ($1,520) compared to ($9,656) loss in the prior year; a decrease in Office and miscellaneous from ($11,159) to ($9,280), reflecting a reduced cost for insurance; a decrease in Office Rent to ($91,917) from ($92,250) reflecting a recovery of operating costs on the lease for the prior period offset by an increase in the rental rate in the newer lease; an increase in Professional fees to ($95,434) compared to ($84,572) in the prior year, with the increase due to a higher audit fee; an increase in Shareholder information and promotion costs of ($41,987) compared to ($20,351) in the prior year, with the increase mostly due to the write off of a prepaid amount related to repairs made at the hotel in Granisle which are not likely to be received in cash or kind by PBM; an increase in Telephone to ($5,045) from ($4,888) in the prior year; a decrease in Travel costs to ($6,184) from ($14,886), reflecting a decrease in activity related to the COVID travel restrictions; and a decrease in Wages and Benefits to ($nil) from ($199) reflecting a reduction in WCB cost.

Year Ended 1/31/2021 vs. Year Ended 1/31/2020

The net loss for the year ended January 31, 2021 was ($643,227), or ($0.04) per share, compared to a loss of ($1,061,028), or ($0.06) per share for the year ended January 31, 2020.  The decreased loss in the current year included a decrease in Share based payment expense (previously called Stock-based Compensation expense) toof ($204,914)221,193) compared to ($1,122,168)545,662) in the prior year, with the decrease due to the endreduced fair value calculation of the quarterly vesting for the options granted in 2013 and stock options granted in September 2015 were only ¼ vested during the year,option price; a decrease in ProfessionalInvestor Relations fees from ($59,299)231,000) to ($47,599),132,000) reflecting the cost for the legal counsel in the EAC matter during the prior year; and a decrease in Office Rent from ($81,785)reduction of fees paid/payable to ($79,991); and a decrease in Travel costs from ($21,385) to ($15,512), reflecting the decrease in activity since the denial in October 2012; andJohn Plourde; a decrease in Shareholder information and promotion costs fromof ($130,938)20,351) compared to ($38,024),52,414) in the prior year, with the decrease due to the Company contracting a firm to providecost for assistance in resolving the EAC issueswith shareholder relations and additional poster printing in the 2015 fiscalprior year; and a decrease in Telephone costs from ($6,284) to ($5,411), reflecting a new price agreement for services; and a decrease in Depreciation from ($6,220) to ($5,364); an increase in Filing and Transfer agentsProfessional fees from ($68,635)84,572) compared to ($83,179),61,929) in the prior year, with the increase due to the filingcost for legal fees for the private placementmining lease issue and the increase in the NYSE MKTa higher audit fee; an increase in Finance incomethe loss in Foreign exchange from $963($9,656) compared to $967;($557) gain in the prior year; an increase in Office Rent to ($92,250) from ($83,670) in the prior year due to a new rental agreement; a decrease in the

gain on disposal of a fixed asset of ($6,491) in the prior year; an increase in Depreciation from ($10,586) to ($16,673) reflecting the higher depreciation on the new truck; a decrease in Office and miscellaneous from ($71,250)16,070) to ($61,071)11,159), reflecting decreaseda reduced cost for general office supplies and IT costs and the ending of the Directors and Officers insurance;services; a decrease in Directors’Filing and Transfer agent fees from ($15,000)28,225) to ($13,000)24,715), reflecting the cost for the warrants exercised in the 2020 period; a decrease in Director Fees from ($14,500) to ($11,000), reflecting a reduced number of meetings held; a decrease in Travel costs from ($18,339) to ($14,886), reflecting a small decrease in activity related to the COVID travel restrictions; a decrease in Consulting Fees from ($900) to ($675), reflecting fees paid to Victor Eng for activities not related to the Morrison project; a decrease in Finance Income from ($1,045) to ($990), reflecting the decrease in interest earned; a decrease in Telephone from ($4,976) to ($4,888); and an increasea decrease in the gain on Foreign exchangeWages and Benefits from $253($850) to $2,336.($199) reflecting a reduction in WCB cost.

Year Ended 1/31/20152020 vs. Year Ended 1/31/20142019

The net loss for the year ended January 31, 20152020 was ($1,713,748)1,061,028), or ($0.14)0.06) per share, compared to a loss of ($4,205,419)283,552), or ($0.34)0.02) per share for the year ended January 31, 2014.  The decreased loss in the current year included a decrease in Share based payment expense (previously called Stock-based Compensation expense) to ($1,122,168) compared to ($3,319,321) in the prior year, with the decrease due to no stock options granted during the year, a decrease in Professional fees from ($231,006) to ($59,299), reflecting the cost for the legal council in the EAC matter during the prior year; and a decrease in Office Rent from ($85,672) to ($81,785); and a decrease in Travel costs from ($31,847) to ($21,385), reflecting the decrease in activity since the denial in October 2012; and an increase in Shareholder information and promotion costs from ($108,976) to ($130,938), due to the Company contracting a firm to provide assistance in resolving the EAC issues; and a decrease in Investor relations fees from ($246,379) to ($132,000), reflecting the decrease in total fees paid during the current year; and a decrease in Telephone costs from ($13,834) to ($6,284), reflecting a new price agreement for services; and a decrease in Depreciation from ($8,857) to ($6,220); a decrease in Filing and Transfer agents fees to ($68,635) from ($73,570), due to the filing fees for news releases; a decrease in Finance income from $1,217 to $963, due to the reduction in funds held in term deposits; an increase in Office and miscellaneous from ($65,738) to ($71,250), reflecting increased IT costs and the ending of a service agreement for a copier; a decrease in Directors’ fees from ($19,000) to ($15,000); and a decrease in the loss on Foreign exchange from ($1,217) to a gain of $253.

Year Ended 1/31/2014 vs. Year Ended 1/31/2013

The net loss for the year ended January 31, 2014 was ($4,205,419), or ($0.34) per share, compared to a loss of ($1,045,316), or ($0.09) per share for the year ended January 31, 2013.2019.  The increased loss in the current year included an increase in Share based payment expense (previously called Stock-based Compensation expense) toof ($3,319,321)545,662) compared to ($1,995,619)75,426) in the prior year, with the increase due to an increased cost for stockthe larger number of options granted during the year, and without the gainwhich vested on granting in October 2019; an increase in Investor relations fees from the settlement of the Rescan litigation,($0) to ($231,000) reflecting an increase in the amount of $1.8 million in fiscal 2012;fees paid/payable to John Plourde; an increase in Professional feesFees from ($136,207)46,800) to ($231,006)61,929), reflecting the increased cost for the legal council in the EAC matter;accounting and a decrease in Wages and Benefits from ($17,305) to ($Nil), reflecting a decrease in office staff and reduced costs related to the exercise of optionsmanagement services provided by directors and employees; and a decreaseRuth Swan; an increase in Office Rent from ($99,203)79,172) to ($85,672), reflecting the decreased cost for the office after the move in May; and83,670) due to a decreasenew rental agreement; an increase in Travel costs from ($44,639)15,848) to ($31,847)18,339), reflecting the decreasea small increase in activity since the denial in October 2012; andactivity; an increase in Shareholder information and promotion costs which were down from ($117,617)22,430) to ($108,976), due to the Company providing financial assistance to the Lake Babine Nation to attend the PDAC in Toronto in 2012; and a decrease in Investor relations fees from ($252,086) to ($246,379)52,414), reflecting the increased cost for US dollars paid to December 2013 and a decreaseincrease in total fees paid during January 2014; and a decreaseactivity; an increase in Telephone costs from ($18,872)4,889) to ($13,834), reflecting a new price agreement for services; and a decrease4,976); an increase in Depreciation from ($13,319)3,045) to ($8,857);10,586) reflecting the higher depreciation on the purchase of a new truck; an increase in Filing and Transfer agents fees from ($19,849) to ($73,570) from ($70,049)28,225), mostly due to the filing feescosts for the private placementissue of warrant shares and an increase in May 2013; a decreaseExchange fees; an increase in Finance income from $3,960$811 to $1,217, due to the reduction in funds held in term deposits;$1,045; an increase in Office and miscellaneous from ($63,708)12,190) to ($65,738)16,070), reflecting additional costs relatedthe cost to the office move; a ($880) loss on assets disposedupgrade to Windows 10 and replacement of during the year; a decreasean old internet router; an increase in Directors’ fees from ($19,500)11,000) to ($19,000)14,500); and an increasea decrease in the lossgain on Foreign exchange from ($1,152)7,411) to ($1,556).557); a decrease in Consulting Fees from ($1,125) to ($900), reflecting fees paid to Victor Eng for activities not related to the Morrison project; a gain on disposal of a fixed asset (old truck traded in) for a gain of ($6,491); and an increased cost for WCB in the amount of ($850) on the deemed income from the exercise of options by a director.

Critical Accounting Policies and Estimates

Management is required to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. On a regular basis, management evaluates its estimates and assumptions. The estimates are based on historical experience, past results, and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form that basis for making judgments about the carrying values of assets, including mineral properties, and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates due to events or circumstances which may be beyond the control of the Company.

The financial statements have been prepared in accordance with International Accounting Standard (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and Interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”).

The Company’s financial statements have been prepared on a historical cost basis except for certain financial instruments which are stated at fair value.

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

(a)

Foreign currency translation

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

(b)

Cash and cash equivalents

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

(c)

Mineral property interests and Exploration and evaluation assets

All costs related to the acquisition of mineral properties are capitalized as Mineral Property interest.  The recorded cost of mineral property interests is based on cash paid and the fair market value of share consideration issued for mineral property interest acquisitions.

All pre-exploration costs, i.e. costs incurred prior to obtaining the legal right to undertake exploration and evaluation activities on an area of interest, are expensed as incurred.  Once the legal right to explore has been acquired, exploration and evaluation expenditures are capitalized in respect of each identifiable area of interest until the technical feasibility and commercial viability of extracting a mineral resource are demonstrable.  Costs incurred include appropriate technical and administrative overheads.  Exploration and evaluation assets are carried at historical cost, less any impairment losses recognized.

When technical feasibility and commercial viability of extracting a mineral resource are demonstrable for an area of interest, the companyCompany stops capitalizing exploration and evaluation costs for that area, tests recognized exploration and evaluation assets for impairment and reclassifies any unimpaired exploration and evaluation assets either as tangible or intangible mine development assets according to the nature of the assets.  Mineral properties are reviewed for impairment whenever events or changes in circumstances indicate that its carrying amount may not be recoverable.  If, after management review, it is determined that the carrying amount of a mineral property is impaired, that property is written down to its estimated net realizable value.  When a property is abandoned, all related costs are written off to operations.

(d)Impairment

(d)

Impairment

(i)

Financial assets

FinancialThe Company assesses on a forward-looking basis, the expected credit losses associated with its assets, are assessed at each reporting dateeven if no actual loss events have taken place.  In addition to determine whether therepast events and current conditions, reasonable and supportable forward-looking information that is objective evidence that they are impaired.  Aavailable without undue cost or effort is considered in determining impairment.  One model applies to all financial asset is impaired if objective evidence indicates that a loss event has occurred after the initial recognition of the asset, and that the loss event had a negative effect on the estimated future cash flows of that asset that can be estimated reliably.instruments subject to impairment testing.

An impairment loss in respect of a financial asset measured at amortized cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset’s original effective interest rate.  Losses are recognized in profit or loss and reflected in an allowance account against receivables.  Interest on the impaired asset continues to be recognized through the unwinding of the discount.  When a subsequent event causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through profit or loss.

(ii)

Non-financial assets

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

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

·

Exploration rights have / will expire in the near future;

·

No future substantive exploration expenditures are budgeted;

·

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

·

Exploration and evaluation assets are unlikely to be fully recovered from successful development or sale. If any such indication exists, then the asset’s recoverable amount is estimated.

Mining properties and exploration and evaluation assets are also assessed for impairment upon the transfer of exploration and evaluation assets to development assets regardless of whether facts and circumstances indicate that the carrying amount of the exploration and evaluation assets is in excess of their recoverable amount.

The recoverable amount of an asset or(or cash-generating unitunit) is the greater of its value in use and its fair value less costs to sell.  In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.  For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the "cash-generating unit", or "CGU").  The level identified by the group for the purposes of testing exploration and evaluation assets for impairment corresponds to each mining property.

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

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

(e)

Restoration and close down provision

The Company recordsis required to have a bond in place in an amount determined by the present valueMinistry of estimatedMines to provide for the costs of legal and constructive obligations required to restore locationsreclamation of the site disturbances.  This bond shows as Reclamation deposit in the period in whichassets on the obligation is incurred with a corresponding increase in the carrying valuestatement of the related mining asset.financial position. The reclamation obligation is generally considered to have been incurred when mine assets are constructed or the ground environment is disturbed at the productionproject location.  The discounted liability is adjusted at the end of each period to reflect the passage of time, based on the discount rates that reflect current market assessments and the risks specific to the liability, and changes in the estimated future cash flows underlying the obligation.

The Company also estimates the timing of the outlays, which is subject to change depending on continued operation or newly discovered reserves.

The periodic unwinding of the discount is recognized in earnings as a finance cost.  Additional disturbances or changes in restoration costsobligations will be recognized as changes to the corresponding assets and asset retirement obligation when they occur.

The Company has determined that it has no additional restoration obligations as at January 31, 2016.2022.

(f)

Equipment, vehicles and furniture

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

Trailers

30% declining balance

(g)

ShareOption based payments

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

(h)

Loss per sharePrivate Placement Unit Offerings

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

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

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

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

If a warrant holder exercises the option to convert the warrants into common shares, the accounting for the period ended January 31, 2016 do notexercise will include the 138,900 (2015 – 28,000)transfer of the Warrant Reserve value to the Share Capital account.  The accounting for unexercised warrants outstandingwill transfer the Warrant Reserve value to the Contributed Surplus account at the date the warrants expire unexercised.

(i)Loss per share

The basic and the 2,456,407 (2015 – 2,457,307) stock options outstanding as the inclusion of these amounts would be anti-dilutive.  Basicdiluted loss per share shown in these statements is calculated using the weighted-average number of common shares outstanding during the period.year.

(i)The weighted average number of common shares outstanding for the year ended January 31, 2022 does not include the nil (2021 – nil) warrants outstanding and the 3,075,000 (2021 – 2,975,000) stock options outstanding as the inclusion of these amounts would reduce the loss per share amount and are therefore considered anti-dilutive.

(j)Income taxes

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

(i)Current tax

Current income tax

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

(ii)Deferred tax

Deferred income tax

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

Deferred income tax liabilities:

·

are generally recognized for all taxable temporary differences;

·

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

·

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

Deferred income tax assets:

·

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

·

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

(j)

(k)Financial Instruments

The Company classifies itsadopted IFRS 9 Financial Instruments effective February 1, 2018.  Under IFRS 9, the Company recognizes all financial assets initially at fair value and classifies them into one of the following categories, depending on the purpose for which the asset was acquired.  Management determines the classification of its financial assets at initial recognition.

Fair value through profit or loss

A financial asset is classified atmeasurement categories: fair value through profit or loss if it is classified as held for trading or is designated as such upon initial recognition.  Financial assets at(“FVTPL”), fair value through profitother comprehensive (“FVTOCI”) or lossamortized cost, as appropriate.  On adoption of IFRS 9, there was no accounting impact to the financial statements and there were no changes in the carrying values of any of the Company’s financial assets.

Financial liabilities are initially recognized at fair value with changes in fair value recorded through the statement of comprehensive loss.  Cash and cash equivalents are included in this category of financial assets.

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market.  They are classified as current assetseither FVTPL or non-current assets based on their maturity date, and are carried at amortized cost, using the effective interest method, less any impairment.  Loans and receivables are comprised of amounts receivable and security deposits and due from related parties.as appropriate.

All financial assets except for those at fair value through profit or loss are subject to review for impairment at least at each reporting date.  Financial assets are impairedderecognized when the rights to receive cash flows from the investments have expired or have been transferred and the Company has transferred substantially all risks and rewards of ownership.

At each reporting date, the Company assesses whether there is any objective evidence that a financial asset or group of financial assets ishas been impaired.  Different criteria to determine impairment are applied for each category of financial assets, which are described above.

Financial assets are de-recognized when the contractual rights to the cash flows from the financial asset expire or when the contractual rights to those assets are transferred.

Gains or losses related to impairment or de-recognition are recognized in the statement of comprehensive loss in the period in which they occur.

(ii)

Financial liabilities

The Company classifies its financial liabilities as other financial liabilities.  Management determineshad made the following classification of its financial liabilities at initial recognition.  Other financial liabilities are non-derivatives and are recognized initiallyinstruments:

Financial instruments measured at fair value netare classified into one of transaction costs incurred and are subsequently stated at amortized cost.  Any difference between the amounts originally received, net of transaction costs, and the redemption value is recognizedthree levels in the profit and loss statement overfair value hierarchy according to the periodrelative reliability of the inputs used to maturity usingestimate the effective interest method.fair values. The three levels of the fair value hierarchy are:

Other financial liabilities include accounts payable and accrued liabilities, convertible debentures, and long term debt.·Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities; 

·Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly;  

Financial liabilities·Level 3 – Inputs that are classified as current liabilities if payment is due within one year or less.  If not they are presented as non-current liabilities.based on observable market data. 

(k)

(l)Equity Instruments

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

(l)(m)Leases

Leases

Leases in terms ofThe Company adopted IFRS 16 on February 1, 2019.  IFRS 16 introduced a single on-balance sheet accounting model for lessees which replaced IAS 17.  Leasing activity for the Company assumes substantially alltypically involves the risks and rewardslease of ownership areoffice space.  The Company previously classified leases as either operating or finance leases.  Upon initial recognition,The Company elected not to apply the leased asset is measured at an amount equalrequirements to short-term leases, as permitted in the lower of its fair value andRecognition exemptions.

For the present value of the minimum lease payments.  Subsequent to initial recognition, the asset is accounted for in accordance with the accounting policy applicable to that asset.  Leases in terms of whichfiscal year ended January 31, 2022, the Company does not assume substantially allheld a twelve month rental lease for the risks and rewardsoffice premises space.  The payments made under the rental contract total $90,944 (2021 - $87,928) for the fiscal year.  This amount is included in the Office Rent total on the Statement of ownership are classified as operating leases, which are recognized as an expenseComprehensive Loss. A new 12 month rental agreement for the office space has been signed for the fiscal year ending January 31,

2023.  The payments for the rental amount to a total of $94,371 for the fiscal year.  This amount is included in the Office Rent total on a straight-line basis over the lease term.Statement of Comprehensive Loss.

(m)

(n)Provisions

A provision is recognized if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation.  Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects the current market assessments of the time value of money and the risks specific to the liability.  The unwinding of the discount is recognized as a finance cost.  The Company has not recognized any legal or constructive obligations based on past events during the current period.

(n)

(o)Finance costs

Finance costs comprise interest expense on borrowings and unwindingthe reversal of the discount on provisions.  Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are recognized in the income statement using the effective interest method.  The Company currently does not have any finance costs.

Liquidity and Capital Resources

The Company’s working capital position as of January 31, 2016,2022, the end of the most recent fiscal year, was $187,353.$1,142,219.  Subsequent to the year end through May 25, 2016,31, 2022, the Company has not issued any common shares pursuant to a private placement or to the exercise of stock options or to the exercise of warrants.warrants.  The Company’s current working capital and proceeds from the announced private placement and the anticipated exercises of options and/or warrants are expected to be sufficient for the fiscal 20172022 unless the Company begins the planning and or construction phase of the Morrison project.  Budgeted amounts of $175,000$400,000 for the ongoing work on the Morrison project and fiscal 2017’s2023’s estimated General and Administrative expenses of $450,000$500,000 (of which approximately $105,000$8,000 are non cash items).

Although the Company expects to have sufficient working capital for its planned property expenditures and general and administrative expenses for fiscal 2017,2023, the Company has no cash flow from operations, and additional funds will likely be required for fiscal 20172024 when the Company proceeds with the next phase in the Morrison project. The Company’s ability to continue as a going concern depends upon its ability to raise additional funds to meet its business objectives. If the Company is unable to raise additional funds to meet its requirements, it may be forced to suspend the work process, or cease operations altogether.

Additional funding will be necessary to fund any development on the Morrison Project. Specific funding requirements are dependent upon the mine plans of the feasibility study and at this time management cannot predict the amount of funds needed or the timing of any equity and/or debt financings.

The Company has financed its operations through the issuance of common shares. The following private placements have been completed in the last 5 fiscal years.

Table No. 4

Private Placements

Year Ended January 31, 20162022

The Company’s Working Capital as of January 31, 20162022 was $187,353.$1,142,219.  During the year, Operating Activities used cash of ($505,144)335,363).  In addition to the fiscal year’s net loss of ($683,137)34,405,463), other non-cash charges included Impairment Allowances of ($29,836,916) from the impairment of the Morrison Property due to the decision by the British Columbia Ministry of Environment to not grant the Environmental Assessment Certificate; Share-based payments expense of ($4,138,604) and Amortization of ($11,604).  Changes in non-cash working capital items included an increase in Receivables of $1,105, decrease in Prepaids and Deposits of $70,554, increase in amounts owing to related parties of ($490), and increase in Accounts Payable and Accrued Liabilities of $13,037.  Investing Activities used cash of ($123,546) for Deferred Exploration. Financing Activities provided cash of $150,000, with the entire amount from the Issuance of Capital Stock.

During the year, the Company issued 50,000 common shares pursuant to exercise of options for proceeds of $150,000.

Year Ended January 31, 2021

The Company’s Working Capital as of January 31, 2021 was $1,534,315.  During the year, Operating Activities used cash of ($406,622).  In addition to the fiscal year’s net loss of ($643,227), other non-cash charges included Share-based payments expense of ($204,914)221,193) and Amortization of ($5,364)16,673).  Changes in non-cash working capital items included decrease in Receivables of $540, decrease in Prepaids and Deposits of $756, decrease in amounts owing to related parties of ($5,220), and increase in Accounts Payable and Accrued Liabilities of $2,663.  Investing Activities used no cash. Financing Activities provided no cash.

During the year, the Company issued no common shares pursuant to exercise of warrants or exercise of options.

Year Ended January 31, 2020

The Company’s Working Capital as of January 31, 2020 was $1,954,676.  During the year, Operating Activities used cash of ($501,284).  In addition to the fiscal year’s net loss of ($1,061,028), other non-cash charges included Share-based payments expense of ($545,662) and Amortization of ($10,586).  Changes in non-cash working capital items included increase in Receivables of $457, decrease($641), increase in Prepaids and Deposits of $10,646, increase in amounts owing to related parties of ($1,480), increase in Prepaids and Deposits of ($10,581)16,507), and decrease in Accounts Payable and Accrued Liabilities of ($19,767)$1,724).  Investing Activities used cash of ($243,204)70,864), which included cash used for Deferred Exploration of ($239,214)10,540), gained from the Disposal of

equipment, vehicles or furniture of $2,309 and purchase of Equipment, Vehicles or Furniture of $3,990.($62,633). Financing Activities provided cash of $555,600,$1,895,565, with the entire amount from the Issuance of Capital Stock.

During the year, the Company issued 277,800 common shares pursuant to a private placement for proceeds of $555,600

Year Ended January 31, 2015

The Company’s Working Capital as of January 31, 2015 was $361,437.  During the year, Operating Activities used cash of ($582,847).  In addition to the fiscal year’s net loss of ($1,713,748), other non-cash charges included Share-based payments expense of ($1,122,168) and Amortization of ($6,220).  Changes in non-cash working capital items included decrease in Receivables of ($238), decrease in amounts owing to related parties of ($64), increase in Prepaids and Deposits of ($163), and increase in Accounts Payable and Accrued Liabilities of ($2,502).  Investing Activities used cash of ($237,378), which included cash used for Deferred Exploration of ($236,149), and purchase of Equipment, Vehicles or Furniture of $1,229.  Financing Activities provided cash of $22,000, with the entire amount from the Issuance of Capital Stock.

During the year, the Company issued 5,5001,575,565 common shares pursuant to exercise of warrants for proceeds of $22,000.

Year Ended January 31, 2014

The Company’s Working Capital as of January 31, 2014 was $1,160,380.  During the year, Operating Activities used cash of ($880,161).  In addition to the fiscal year’s net loss of ($4,205,419), other non-cash charges included Share-based payments expense of ($3,319,321)$1,575,565 and Amortization of ($8,857).  Changes in non-cash working capital items included decrease in Receivables of ($8,671), decrease in amounts owing to related parties of ($7,613), decrease in Prepaids and Deposits of ($9,664), and decrease in Accounts Payable and Accrued Liabilities of ($13,642).  Investing Activities used cash of ($177,047), which included cash used for Deferred Exploration of ($177,927), and disposal of Equipment, Vehicles or Furniture of $880.  Financing Activities provided cash of $286,000, with the entire amount from the Issuance of Capital Stock.

During the year, the Company issued 70,000 common shares pursuant to a private placement for proceeds of $280,000 and 1,500320,000 common shares pursuant to exercise of warrantsoptions for proceeds of $6,000.

$320,000.

Variation in Operating Results

The Company derives finance (previously called interest) income on its bank deposits, which depend on the Company's ability to raise funds.

Management periodically, through the exploration process, reviews results both internally and externally through mining related professionals. Decisions to abandon, reduce or expand exploration efforts is based upon many factors including general and specific assessments of mineral deposits, the likelihood of increasing or decreasing those deposits, land costs, estimates of future mineral prices, potential extraction methods and costs, the likelihood of positive or negative changes to the environment, permitting, taxation, labor and capital costs. There cannot be a pre-determined hold period for any property as geological or economic circumstances render each property unique.

The Company's financial statements are stated in Canadian Dollars (CDN$) and are prepared in accordance with International Financial Reporting Standards for fiscal years ended January 31, 20162022 and 2015.2021.  The value of the Canadian Dollar in relationship to the US Dollar was $1.41$1.27 as of January 31, 2016.2022.

Research and Development

The Company conducts no Research and Development activities, nor is it dependent upon any patents or licenses.

Trend Information

The Company knows of no trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the Company’s operations or financial condition.

Off-Balance Sheet Arrangements

Under the Agreement with Noranda (now Falconbridge Ltd., a unit of Xstrata Plc.)Glencore) dated April 19, 2004, the Company is obligated to issue 250,000 common shares at a minimum fair-value of $1,000,000 to FalconbridgeGlencore on or before commencement of commercial production. If at the time of issuance the Company’s common share price is below $4.00 per share, the Company is obligated to pay, in cash, the difference between $1,000,000 and the value of the 250,000 common shares issued. This amount is figured by the average trading price which is less than $4.00 per share multiplied by 250,000 common shares.

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

Tabular Disclosure of Contractual Obligations

The Company currently owns a 100% interest in the Morrison Property. The Company’s remaining contractual obligation to FalconbridgeGlencore is to issue 250,000 common shares at a minimum fair-value of $1,000,000 to FalconbridgeGlencore on or before commencement of commercial production as discussed under “Off-balance Sheet Arrangement” above.

The Company leases its Vancouver office, which ranruns through April 30, 2016.January 31, 2023.

Table No. 5

Contractual Obligations

As of February 1, 20152022

Item 6.

Directors, Senior Management and Employees

Table No. 6 lists as of May 16, 201617, 2022 the names of the Directors of the Company.  The Directors have served in their respective capacities since their election and/or appointment and will serve until the next Annual General Meeting or until a successor is duly elected, unless the office is vacated in accordance with the Articles/By-Laws of the Company.  At the Annual General Meeting of Shareholders held on June 18, 2015,July 8, 2021, all the Directors were reelectedre-elected for the next year.  All Directors are citizens of Canada except Gregory Anderson and Dr. Dennis Simmons, who are citizens of the United States.States.

Table No. 6

Directors

Table No. 7 lists, as of  May 16, 2016,17, 2022, the names of the Executive Officers of the Company. The Executive Officers serve at the pleasure of the Board of Directors. All Executive Officers are citizens of Canada.

Table No. 7

Executive Officers

John Plourde was named President and Chief Executive Officer on December 16, 2013 and a Director of the Company on December 30, 1999. Mr. Plourde has over 30 years of investor relations and fund raising experience with various public companies. Mr. Plourde also handles investor relations for the Company. Mr. Plourde spends approximately 100% of his time on the Company’s affairs.

Gregory Anderson was named a Director of the Company at the Annual & General Meeting held on June 24, 2005 and held the office of President and Chief Executive Officer from June 24, 2005 to December 16, 2013. Mr. Anderson’s background includes corporate finance, investment and brokerage experience, including the last 23 years in mining company finance. From 1997 until his appointment as a director with the Company, he owned GR Consulting, a private corporate consulting business, and assisted the Company with corporate finance and investor relations. Mr. Anderson currently spends approximately 20%5% of his time on the Company’s affairs.

Ruth Swan was named Chief Financial Officer of the Company on April 20, 2006. She has over 2530 years of bookkeeping experience, with more than 20 years in the resource sector. She has operated a bookkeeping service since 1986 and since 1996 has provided bookkeeping & financial reporting services to Pacific Booker, and spends approximately 60%75% of her time on the Company’s affairs.

William Deeks, B.A.Sc., P.Eng., has extensive experience in the mining industry.  He is a former senior vice-president of Noranda, Inc. and retired from Noranda in 1992 as Senior Vice-President, Global Business, although he continued as a part-time consultant for Noranda for International Affairs until 1996.  He is a past Chairman of the Business Industry Advisory Committee to the Organization for Economic Cooperation and Development, Paris and Chairman of Charles Tennant & Company (Canada) Limited, a chemical distributor.  He also serves as the Company’s representative to the Mining Association of Canada, and served on the Association’s 2004 “Towards Sustainable Mining (TSM) Governance” Committee, and was Chair of the 2005 “Trade Policy” Committee.  Mr. Deeks is retired, but spends approximately 20% of his equivalent time on the Company’s affairs.

Victor Eng, Registered Professional Forest Technician, Director, has over 28 years’ experience in contract implementation. He began his technician experience with the BC Forest Service in Hazelton, BC and later moved to Vernon to work for Riverside Forest Products Ltd. (now Tolko Industries). He is currently is employed as a contract implementation consultant.  He spends approximately 5% of his time on the Company’s affairs.

Dr. Dennis Simmons is Dentist in private practice, General Dentistry. He received his BS, D.D.S from the University of Minnesota in 1972. He is a member of the American Dental Association, Academy of General Dentistry, American Academy of Cosmetic Dentistry, American Academy of Implant Dentistry, International Congress of Oral Implantology, and Academy of Laser Dentistry. Dr. Simmons spends approximately 5% of his time on the Company’s affairs.

Erik A. Tornquist is an Applied Science Technologist with over 30 years of experience in Natural Gas Operations, Engineering, International Project Management, Human Resources and Training. He has held various management positions with Terasen Gas and Terasen International, most recently as Vice-President of Human Resources and Training for Canadian Energy Services in the Sultanate of Oman. Mr. Tornquist has completed the PUBCO course for establishing and managing public companies at Simon Fraser University. He is currentlywas working on the Company’s Morrison project, and currently devotes approximately 100%5% of his time to the Company’s affairs.

William F. Webster has 40 years of experience in financial management, investment sales and corporate finance. He held financial positions with several major Canadian bank and brokerage firms from 1965 to 1997. Since 1997, he has been self-employed with his own private companies, including market investor, resource developer and property manager. He devotes approximately 5% of his time to the Company’s affairs, with the remainder of his time spent on his self-employed business pursuits.

No Director and/or Executive Officer has been the subject of any order, judgment, or decree of any governmental agency or administrator or of any court or competent jurisdiction, revoking or suspending for cause any license, permit or other authority of such person or of any corporation of which he is a Director and/or Executive Officer, to engage in the securities business or in the sale of a particular security or temporarily or permanently restraining or enjoining any such person or any corporation of

which he is an officer or director from engaging in or continuing any conduct, practice, or employment in connection with the purchase or sale of securities, or convicting such person of any felony or misdemeanor involving a security or any aspect of the securities business or of theft or of any felony.