Exhibit 99.2























American Lithium Corp.





Consolidated Financial Statements



For the years ended February 28, 2023 and 2022



(Expressed in Canadian Dollars)























American Lithium Corp.

Table of Contents

(Expressed in Canadian Dollars)





|                                                           | Page
|---------------------------------------------------------- | ----
|                                                           |     
|Table of Contents                                          | 2   
|                                                           |     
|Independent Auditors’ Report                               | 3   
|                                                           |     
|Consolidated Financial Statements                          |     
|                                                           |     
|Consolidated Statements of Financial Position              | 4   
|                                                           |     
|Consolidated Statements of Loss and Comprehensive Loss     | 5   
|                                                           |     
|Consolidated Statements of Cash Flows                      | 6   
|                                                           |     
|Consolidated Statements of Changes in Shareholders’ Equity | 7   
|                                                           |     
|Notes to Consolidated Financial Statements                 | 8   















2











Report of Independent
Registered Public Accounting Firm







To the Shareholders and the Board of Directors of American
Lithium Corp.







Opinion on the Consolidated Financial Statements



We have audited the accompanying
consolidated statements of financial position of American Lithium Corp. and subsidiaries (the "Company") as at February 28,
2023 and 2022, and the related consolidated statements of loss and comprehensive loss, changes in shareholders' equity and cash flows
for the years then ended, and the related notes (collectively referred to as the "consolidated financial statements").
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial
position of the Company at February 28, 2023 and 2022, and the results of its operations and its cash flows for the years then ended,
in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.



Basis for Opinion



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



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



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





/s/ Ernst & Young LLP



Chartered Professional Accountants



We have served as the Company's auditor since
2022.



Vancouver, Canada



May 29, 2023



















3









American Lithium Corp. (Expressed in Canadian Dollars)  Consolidated Statements of Financial Position




|                                         |  |  |       |  | February 28, |  |              |   | February 28, | 
|---------------------------------------- |  |  | ----- |  | ------------ |  | ------------ | - | ------------ | 
|                                         |  |  | Notes |  |              |  | 2023         |   |              | 
|                                         |  |  |       |  | $            |  |              |   | $            | 
|ASSETS                                   |  |  |       |  |              | 
|Current                                  |  |  |       |  |              | 
|Cash and cash equivalents                |  |  | 4     |  |              |  | 11,985,766   |   |              | 
|Short-term investments                   |  |  | 5     |  |              |  | 28,636,414   |   |              | 
|Amounts receivable                       |  |  |       |  |              |  | 400,804      |   |              | 
|Prepaid expenses and deposits            |  |  |       |  |              |  | 2,109,932    |   |              | 
|                                         |  |  |       |  |              |  | 43,132,916   |   |              | 
|Non-current assets                       |  |  |       |  |              |  |              |   |              | 
|Deposits                                 |  |  |       |  |              |  | 34,023       |   |              | 
|Property and equipment                   |  |  | 6     |  |              |  | 51,885       |   |              | 
|Exploration and evaluation assets        |  |  | 7     |  |              |  | 150,257,776  |   |              | 
|Reclamation bonds                        |  |  | 8     |  |              |  | 594,713      |   |              | 
|Right-of-use assets                      |  |  | 9     |  |              |  | 208,828      |   |              | 
|                                         |  |  |       |  |              |  | 194,280,141  |   |              | 
|                                         |  |  |       |  |              |  |              |   |              | 
|LIABILITIES                              |  |  |       |  |              |  |              |   |              | 
|Current                                  |  |  |       |  |              |  |              |   |              | 
|Accounts payable and accrued liabilities |  |  | 10,13 |  |              |  | 1,663,785    |   |              | 
|Current portion of long-term debt        |  |  | 11    |  |              |  | -            |   |              | 
|Current portion of lease liabilities     |  |  | 9     |  |              |  | 74,981       |   |              | 
|                                         |  |  |       |  |              |  | 1,738,766    |   |              | 
|Non-current assets                       |  |  |       |  |              |  |              |   |              | 
|Long-term debt                           |  |  | 11    |  |              |  | -            |   |              | 
|Lease liabilities                        |  |  | 9     |  |              |  | 151,308      |   |              | 
|                                         |  |  |       |  |              |  | 1,890,074    |   |              | 
|                                         |  |  |       |  |              |  |              |   |              | 
|EQUITY                                   |  |  |       |  |              |  |              |   |              | 
|Share capital                            |  |  | 12    |  |              |  | 261,911,478  |   |              | 
|Equity reserves                          |  |  | 12    |  |              |  | 45,739,342   |   |              | 
|Deficit                                  |  |  |       |  |              |  | (115,791,176 | ) |              | 
|Accumulated other comprehensive income   |  |  |       |  |              |  | 530,423      |   |              | 
|                                         |  |  |       |  |              |  | 192,390,067  |   |              | 
|                                         |  |  |       |  |              |  | 194,280,141  |   |              | 



Nature of operations(Note 1)

Subsequent events(Note 20)



Approved on behalf of the Board of Directors on May 29, 2023:







|/s/ Ben Binninger       | /s/ Claudia Tornquist      
|----------------------- | ---------------------------
|Ben Binninger, Director | Claudia Tornquist, Director











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





4









American Lithium Corp. (Expressed in Canadian Dollars)  Consolidated Statements of Loss and Comprehensive Loss




|                                                      |  |  |       | For the years ended February 28, | 
|----------------------------------------------------- |  |  | ----- | -------------------------------- | 
|                                                      |  |  | Notes |                                  | 
|                                                      |  |  |       |                                  | 
|Expenses                                              |  |  |       |                                  | 
|Conferences and tradeshows                            |  |  |       |                                  | 
|Consultancy and employment costs                      |  |  |       |                                  | 
|Depreciation                                          |  |  | 6,9   |                                  | 
|Exploration and evaluation expenditures               |  |  | 13    |                                  | 
|Finance charge                                        |  |  | 9,11  |                                  | 
|Foreign exchange loss                                 |  |  |       |                                  | 
|General and administrative                            |  |  |       |                                  | 
|Insurance                                             |  |  |       |                                  | 
|Management and directors fees                         |  |  | 13    |                                  | 
|Marketing                                             |  |  |       |                                  | 
|Professional fees                                     |  |  |       |                                  | 
|Regulatory and transfer agent fees                    |  |  |       |                                  | 
|Share-based compensation                              |  |  | 12,13 |                                  | 
|Travel                                                |  |  |       |                                  | 
|                                                      |  |  |       |                                  | 
|Other items                                           |  |  |       |                                  | 
|Interest income                                       |  |  |       |                                  | 
|Expense recovery                                      |  |  | 18    |                                  | 
|Net loss for the year                                 |  |  |       |                                  | 
|Other comprehensive loss                              |  |  |       |                                  | 
|Foreign currency translation adjustment               |  |  |       |                                  | 
|Comprehensive loss for the year                       |  |  |       |                                  | 
|                                                      |  |  |       |                                  | 
|Basic and diluted loss per share                      |  |  |       |                                  | 
|                                                      |  |  |       |                                  | 
|Weighted average number of common 
shares outstanding |  |  |       |                                  | 









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





5









American Lithium Corp. (Expressed in Canadian Dollars)  Consolidated Statements of Cash Flows




|                                                             |  |  | For the years ended February 28, |  
|------------------------------------------------------------ |  |  | -------------------------------- | -
|                                                             |  |  | 2023                             |  
|                                                             |  |  | $                                |  
|Cash flows used in operating activities                      |  |  |                                  |  
|Net loss for the year                                        |  |  | (35,666,542                      | )
|Items not affecting cash and cash equivalents                |  |  |                                  |  
|Depreciation                                                 |  |  | 92,066                           |  
|Finance charge                                               |  |  | 90,606                           |  
|Share-based compensation                                     |  |  | 12,563,183                       |  
|Accrued interest receivable                                  |  |  | (217,509                         | )
|Changes in non-cash working capital items                    |  |  |                                  |  
|Amounts receivable                                           |  |  | (195,086                         | )
|Prepaid expenses and deposits                                |  |  | (1,220,080                       | )
|Accounts payable and accrued liabilities                     |  |  | 340,259                          |  
|Due to related parties                                       |  |  | (188,503                         | )
|Cash used in operating activities                            |  |  | (24,401,606                      | )
|                                                             |  |  |                                  |  
|Cash flows used in investing activities                      |  |  |                                  |  
|Cash acquired from acquisition                               |  |  | -                                |  
|Exploration and evaluation assets expenditures               |  |  | (4,628,029                       | )
|Redemption of short-term investments                         |  |  | 17,738,051                       |  
|Purchase of short-term investments                           |  |  | (10,000,000                      | )
|Purchase of equipment                                        |  |  | (17,661                          | )
|Purchase of reclamation bonds                                |  |  | -                                |  
|Refund of reclamation bonds                                  |  |  | 77,764                           |  
|Cash paid for acquisition                                    |  |  | -                                |  
|Cash provided by investing activities                        |  |  | 3,170,125                        |  
|                                                             |  |  |                                  |  
|Cash flows from financing activities                         |  |  |                                  |  
|Proceeds from shares issuance                                |  |  | -                                |  
|Share issuance costs                                         |  |  | -                                |  
|Repayment of note payable                                    |  |  | -                                |  
|Stock options exercised                                      |  |  | 4,583,392                        |  
|Warrants exercised                                           |  |  | 9,343,053                        |  
|Repayment of long term debt                                  |  |  | (1,051,075                       | )
|Repayment of lease liabilities                               |  |  | (84,318                          | )
|Cash provided by financing activities                        |  |  | 12,791,052                       |  
|                                                             |  |  |                                  |  
|Effect of exchange rate changes on cash and cash equivalents |  |  | 727,433                          |  
|                                                             |  |  |                                  |  
|Change in cash and cash equivalents during the year          |  |  | (7,712,996                       | )
|Cash and cash equivalents, beginning of year                 |  |  | 19,698,762                       |  
|Cash and cash equivalents, end of year                       |  |  | 11,985,766                       |  



Supplementary cash flow disclosures(Note 17)







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





6







American Lithium Corp. (Expressed in Canadian Dollars)  Consolidated Statements of Changes in Shareholders’ Equity






|                                                                    |  |  |                   |  |  | Reserves |                |   |  |  |            |  
|------------------------------------------------------------------- |  |  | ----------------- |  |  | -------- | -------------- | - |  |  | ---------- | -
|                                                                    |  |  | Number of
 Shares |  |  |          | Share 
Capital |   |  |  | Warrants   |  
|                                                                    |  |  |                   |  |  |          | $              |   |  |  | $          |  
|Balance at February 28, 2021                                        |  |  | 125,520,736       |  |  |          | 69,239,559     |   |  |  | -          |  
|Units issued
    for acquisition                                    |  |  | 37,025,183        |  |  |          | 79,222,071     |   |  |  | 24,608,788 |  
|Plateau warrants
    assumed                                        |  |  | -                 |  |  |          | -              |   |  |  | 3,869,201  |  
|Replacement of
    options issued                                   |  |  | -                 |  |  |          | -              |   |  |  | -          |  
|Finders' shares
    issued for acquisition                          |  |  | 867,882           |  |  |          | 1,865,947      |   |  |  | -          |  
|Share and warrants
    issued for exploration and evaluation assets |  |  | 6,500,000         |  |  |          | 13,500,000     |   |  |  | -          |  
|Private placement                                                   |  |  | 20,726,750        |  |  |          | 50,038,700     |   |  |  | -          |  
|Share issue costs                                                   |  |  | -                 |  |  |          | (3,242,398     | ) |  |  | 378,704    |  
|Share-based compensation                                            |  |  | -                 |  |  |          | -              |   |  |  | -          |  
|Stock options
    exercised                                         |  |  | 3,405,098         |  |  |          | 6,569,684      |   |  |  | -          |  
|Stock options
    cancelled                                         |  |  | -                 |  |  |          | -              |   |  |  | -          |  
|Warrants exercised                                                  |  |  | 10,234,460        |  |  |          | 13,399,764     |   |  |  | (2,522,956 | )
|Warrants expired                                                    |  |  | -                 |  |  |          | -              |   |  |  | (35,533    | )
|Loss for the
    year                                               |  |  | -                 |  |  |          | -              |   |  |  | -          |  
|Foreign
    currency translation adjustment                         |  |  | -                 |  |  |          | -              |   |  |  | -          |  
|Balance at February 28, 2022                                        |  |  | 204,280,109       |  |  |          | 230,593,327    |   |  |  | 26,298,204 |  
|Share issued
    for exploration and evaluation assets              |  |  | 3,400,000         |  |  |          | 10,084,000     |   |  |  | -          |  
|Share-based compensation                                            |  |  | -                 |  |  |          | -              |   |  |  | -          |  
|Stock options
    exercised                                         |  |  | 3,442,589         |  |  |          | 7,716,150      |   |  |  | -          |  
|Stock options
    cancelled                                         |  |  | -                 |  |  |          | -              |   |  |  | -          |  
|Warrants exercised                                                  |  |  | 2,966,282         |  |  |          | 13,518,001     |   |  |  | (4,174,948 | )
|Loss for the
    year                                               |  |  | -                 |  |  |          | -              |   |  |  | -          |  
|Foreign
    currency translation adjustment                         |  |  | -                 |  |  |          | -              |   |  |  | -          |  
|Balance
    at February 28, 2023                                    |  |  | 214,088,980       |  |  |          | 261,911,478    |   |  |  | 22,123,256 |  















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





7


American Lithium Corp. Notes to Consolidated Financial Statements For the years ended February 28, 2023 and 2022 (Expressed in Canadian Dollars)




| | 1. | NATURE OF OPERATIONS
| | -- | --------------------



American Lithium Corp. (the “Company”) is incorporated
in the Province of British Columbia. The Company is engaged in the business of identification, acquisition, and exploration of mineral
interests. The Company’s head office is located at 710 – 1030 West Georgia Street, Vancouver, British Columbia, V6E 2Y3, Canada,
and its registered and records office is located at Suite 2200, 885 West Georgia Street, Vancouver, BC, V6C 3E8, Canada. The Company’s
common shares are listed for trading on Tier 2 of the TSX Venture Exchange (the “Exchange”) under the symbol “LI”,
the Frankfurt Stock Exchange under the symbol “5LA”, and, effective January 10, 2023, the NASDAQ exchange under the symbol
“AMLI”.



The Company had a working capital position of $41,394,150 as at
the date of these consolidated financial to fund ongoing development of its properties and provide general working capital. The continuing
operations of the Company remain dependent upon its ability to continue to raise adequate financing and to commence profitable operations
in the future and to settle liabilities arising from normal business operations as they become due.



As at February 28, 2023, the Company was in the process of exploring
its principal mineral properties and has not yet determined whether the properties contain ore reserves that are economically recoverable.
The recoverability of amounts shown as exploration and evaluation assets is dependent upon the discovery of economically recoverable reserves,
the confirmation of the Company’s interest in the underlying mineral claims, the ability of the Company to obtain necessary financing
to complete the development and upon future profitable production or proceeds from the disposition thereof.



The Company incurred a net loss $35,666,542 (2022 – $23,546,760)
for the year ended February 28, 2023. As at February 28, 2023, the Company had an accumulated deficit of $115,791,176 (2022 – $81,282,105),
which has been funded primarily by the issuance of equity. The Company’s ability to continue as a going concern and to realize assets
at their carrying values is dependent upon obtaining additional financing and generating revenue sufficient to cover its operating costs.
Management believes that the Company has sufficient working capital as at February 28, 2023 to meet the Company’s obligations over
the twelve month period from the date of the statement of financial position.





| | 2. | BASIS OF PRESENTATION
| | -- | ---------------------



Statement of compliance



These consolidated financial statements, including comparatives,
have been prepared in accordance with International Accounting Standards (“IFRS”) as issued by the International Accounting
Standards Board (“IASB”).



The preparation of consolidated financial statements requires management
to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, profit
and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed
to be reasonable under the circumstances, the results of which form the basis for making the judgments about carrying values of assets
and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.





8


American Lithium Corp. Notes to Consolidated Financial Statements For the years ended February 28, 2023 and 2022 (Expressed in Canadian Dollars)




| | 2. | BASIS OF PRESENTATION(continued)
| | -- | --------------------------------



Statement of compliance(continued)



The estimates and underlying assumptions are reviewed on an ongoing
basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that
period or in the period of the revision and further periods if the review affects both current and future periods. Estimates with a significant
risk of material adjustment are discussed in Note 3.



Certain accounts have been reclassified to be consistent with the
current period classification.



These consolidated financial statements were approved and authorized
for issue by the Board of Directors on May 29, 2023.



Principles of consolidation



The consolidated financial statements include the accounts of the
Company and the following subsidiaries:



|Name                                    | Jurisdiction            
|--------------------------------------- | ------------------------
|American Lithium Holdings Corp.         | British Columbia, Canada
|Big Smoky Holdings, Inc.                | Nevada, USA             
|Tonopah Lithium Corp.                   | Nevada, USA             
|Maran Ventures Ltd. (“Maran”)           | Nevada, USA             
|Plateau Energy Metals Inc. (“Plateau”)  | Ontario, Canada         
|Macusani Yellowcake S.A.C. (“Macusani”) | Peru                    
|Macusani Uranium S.A.C.                 | Peru                    



All intercompany transactions, balances, revenue and expenses are
eliminated on consolidation. During the year ended February 28, 2023, the Company amalgamated 1032701 Nevada Ltd., 1065604 Nevada Ltd.,
1067323 Nevada Ltd., 1134989 Nevada Ltd., 1301420 Nevada Ltd., and 4286128 Nevada Corp. as one company under Tonopah Lithium Corp. In
addition, the Company amalgamated Big Smoky Holdings Corp. as one company under American Lithium Holdings Corp. On January 24, 2023, the
Company acquired 100% of the outstanding shares of Maran (Note 7).



Subsidiaries

Subsidiaries are all entities over which the Company has exposure
to variable returns from its involvement and has the ability to use power over the investee to affect its returns. The existence and effect
of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Company controls another
entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Company until the date on which control
ceases.





9


American Lithium Corp. Notes to Consolidated Financial Statements For the years ended February 28, 2023 and 2022 (Expressed in Canadian Dollars)




| | 3. | SIGNIFICANT ACCOUNTING POLICIES
| | -- | -------------------------------



Significant accounting judgments, estimates and assumptions



The preparation of the Company’s consolidated financial statements
in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies
and the reported amounts of assets, liabilities, and contingent liabilities as at the date of the consolidated financial statements and
the reported amounts of expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management’s
experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. However,
actual outcomes can differ from these estimates. Revisions to accounting estimates are recognized in the period in which the estimates
are revised and in any future periods affected. The more significant areas of judgement and estimation are as follows:



| | · | the estimates and assumptions used in the determination of the measurement of the share-based payments.
| | - | -------------------------------------------------------------------------------------------------------



Functional currency



The reporting and functional currency of the Company and its subsidiaries
is the Canadian dollar, except for Macusani where the functional currency is the US dollar.



Transactions in currencies other than an entity’s functional
currency are recorded at the rates of exchange prevailing at the dates of the transactions. Monetary assets and liabilities denominated
in foreign currencies are translated at period-end rates. Non-monetary assets and liabilities are translated at historical rates. Income
and expenses are translated at average rates in effect during the period except for depreciation, which is translated at historical rates.
The resulting gains or losses are reflected in profit or loss in the period of translation. Where applicable, the functional currency
is translated into the presentation currency using the period end rates for assets and liabilities, while the operations and cash flows
are translated using average rates of exchange and the exchange differences arising on translation are recognized in other comprehensive
loss. The Company treats specific intercompany balances, which are not intended to be repaid in the foreseeable future, as part of its
net investment, whereby the exchange difference on translation is recorded in other comprehensive loss.



Cash and cash equivalents



Cash and cash equivalents in the statement of financial position
comprise cash at banks and highly liquid investments in the form of money market investments and certificates of deposit with investment
terms that allow for penalty free redemption after one month or less and are readily convertible to a known amount of cash and subject
to an insignificant risk of change in value.



Exploration and evaluation assets



Exploration and evaluation costs are expensed as incurred. Costs
directly related to the acquisition are capitalized once the legal rights to explore the exploration and evaluation assets are acquired
or obtained. When the technical and commercial viability of a mineral resource has been demonstrated and a development decision has been
made, the capitalized costs of the related property are first tested for impairment, then transferred to mining assets and depreciated
using the units of production method on commencement of commercial production.



Management reviews the carrying value of capitalized exploration
and evaluation assets at least annually. The review is based on the Company’s intentions for development of an undeveloped property.
If a project does not prove viable, all unrecoverable costs associated with the project net of any previous impairment provisions are
written off.





10


American Lithium Corp. Notes to Consolidated Financial Statements For the years ended February 28, 2023 and 2022 (Expressed in Canadian Dollars)




| | 3. | SIGNIFICANT ACCOUNTING POLICIES(continued)
| | -- | ------------------------------------------



Exploration and evaluation assets(continued)



Title to exploration and evaluation assets involves certain inherent
risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently
ambiguous conveyancing history characteristic of many exploration and evaluation assets. The Company has investigated title to all of
its exploration and evaluation assets and, to the best of its knowledge, title to all of its properties are in good standing.



Impairment



The Company assesses, at each reporting date, whether there is an
indication that an asset may be impaired.



If any indication exists, or when annual impairment testing for
an asset is required, the Company estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of
an asset’s fair value less costs of disposal and its value in use. The recoverable amount is determined for an individual asset,
unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets in which case
the recoverable amount is determined for the cash generating unit (“CGU”) to which the asset belongs. When the carrying amount
of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and its carrying amount or that of the CGU is written
down to its recoverable amount and the impairment loss is recognized in the consolidated statement of loss and comprehensive loss.



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. In determining fair value less costs of disposal, recent market transactions are taken into account. If no such
transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by valuation multiples, quoted
share prices for publicly traded companies or other available fair value indicators.



An assessment is made at each reporting date to determine whether
there is an indication that previously recognised impairment losses no longer exist or have decreased. If such indication exists, the
Company estimates the asset’s or CGU’s recoverable amount. A previously recognised impairment loss is reversed only if there
has been a change in the assumptions used to determine the asset’s recoverable amount since the last impairment loss was recognised.
The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount
that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal
is recognised in the consolidated statement of loss and comprehensive loss.



11


American Lithium Corp. Notes to Consolidated Financial Statements For the years ended February 28, 2023 and 2022 (Expressed in Canadian Dollars)




| | 3. | SIGNIFICANT ACCOUNTING POLICIES(continued)
| | -- | ------------------------------------------



Decommissioning liabilities



A legal or constructive obligation to incur restoration, rehabilitation
and environmental costs may arise when environmental disturbance is caused by the Company’s exploration and evaluation activities.
Discount rates using a pre-tax rate that reflects the risk and the time value of money are used to calculate the net present value. These
costs are charged against profit or loss as exploration and evaluation expenditures and the related liability is adjusted for each period
for the unwinding of the discount rate and for changes to the current market-based discount rate, amount or timing of the underlying cash
flows needed to settle the obligation. The Company has no obligation for restoration, rehabilitation and environment costs as at February
28, 2023 and 2022.



Provisions



Provisions are recorded when a present legal or constructive obligation
exists as a result of past events where it is probable that an outflow of resources embodying economic benefits will be required to settle
the obligation, and a reliable estimate of the amount of the obligation can be made.



The amount recognized as a provision is the best estimate of the
consideration required to settle the present obligation at the statement of financial position date, taking into account the risks and
uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation,
its carrying amount is the present value of those cash flows. When some or all of the economic benefits required to settle a provision
are expected to be recovered from a third party, the receivable is recognized as an asset if it is virtually certain that reimbursement
will be received and the amount receivable can be measured reliably.



Share-based payments



The Company grants stock options to buy common shares of the Company
to directors, officers, employees and consultants. An individual is classified as an employee when the individual is an employee for legal
or tax purposes, or provides services similar to those performed by an employee. The fair value of stock options is measured on the date
of grant, using the Black-Scholes option pricing model, and is recognized over the vesting period. Consideration paid for the shares on
the exercise of stock options is credited to share capital. When vested options are forfeited or are not exercised at the expiry date,
the amount previously recognized is transferred to deficit.



In situations where equity instruments are issued to non-employees
and some or all of the goods or services received by the entity as consideration cannot be specifically identified, they are measured
at the fair value of the share-based payment.



The Company grants restricted share units (“RSUs”) to
directors, officers, and employees. RSUs are redeemable on the vesting date, at the Company’s discretion, into an equal number of
common shares of the Company or into cash. The amount of cash is determined based on the prevailing market prices at the vesting date.



Warrants issued in equity financing transactions



Equity financing transactions may involve issuance of common shares
or units. A unit comprises a certain number of common shares and a certain number of share purchase warrants. Warrants that are part of
units are assigned value based on the residual value method and included in the share warrant reserve. Warrants that are issued as payment
for an agency fee or other transactions costs are accounted for as share-based payments. When warrants are cancelled or are not exercised
at the expiry date, the amount previously recognized is transferred to deficit.



12


American Lithium Corp. Notes to Consolidated Financial Statements For the years ended February 28, 2023 and 2022 (Expressed in Canadian Dollars)


| | 3. | SIGNIFICANT ACCOUNTING POLICIES(continued)
| | -- | ------------------------------------------



Loss per share



The Company uses the treasury stock method in computing loss per
share. Under this method, basic loss per share is computed by dividing losses available to common shareholders by the weighted average
number of common shares outstanding during the year. For all periods presented the outstanding warrants, options, and RSUs are anti-dilutive.
Accordingly, diluted loss per share information has not been shown.



Financial instruments



Financial assets



On initial recognition, financial assets are recognized at fair
value and are subsequently classified and measured at: (i) amortized cost; (ii) fair value through other comprehensive income (“FVOCI”);
or (iii) fair value through profit or loss (“FVTPL”). The classification of financial assets is generally based on the business
model in which a financial asset is managed and its contractual cash flow characteristics. A financial asset is measured at fair value
net of transaction costs that are directly attributable to its acquisition except for financial assets at FVTPL where transaction costs
are expensed. All financial assets not classified and measured at amortized cost or FVOCI are measured at FVTPL. On initial recognition
of an equity instrument that is not held for trading, the Company may irrevocably elect to present subsequent changes in the investment’s
fair value in other comprehensive income.



The classification determines the method by which the financial
assets are carried on the statements of financial position subsequent to inception and how changes in value are recorded. Amounts receivable
and reclamation bonds are measured at amortized cost with subsequent impairments recognized in profit or loss. Cash and cash equivalents
and short-term investments are classified as FVTPL.



Impairment



An ‘expected credit loss’ impairment model applies which
requires a loss allowance to be recognized based on expected credit losses. The estimated present value of future cash flows associated
with the asset is determined and an impairment loss is recognized for the difference between this amount and the carrying amount as follows:
the carrying amount of the asset is reduced to estimated present value of the future cash flows associated with the asset, discounted
at the financial asset’s original effective interest rate, either directly or through the use of an allowance account and the resulting
loss is recognized in profit or loss for the period. In a subsequent period, if the amount of the impairment loss related to financial
assets measured at amortized cost decreases, the previously recognized impairment loss is reversed through profit or loss to the extent
that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortized cost would have been
had the impairment not been recognized.



Financial liabilities



Financial liabilities are designated and subsequently measured as
either: (i) fair value through profit or loss; or (ii) amortized cost. Accounts payable is classified as amortized cost.



13


American Lithium Corp. Notes to Consolidated Financial Statements For the years ended February 28, 2023 and 2022 (Expressed in Canadian Dollars)




| | 3. | SIGNIFICANT ACCOUNTING POLICIES(continued)
| | -- | ------------------------------------------



Income taxes



The Company utilizes the asset and liability method of accounting
for deferred taxes. Under the asset and liability method, deferred income taxes and liabilities are recognized to reflect the expected
deferred tax consequences arising from temporary differences between the carrying value and the tax bases. Deferred tax assets and liabilities
are measured using the enacted or substantively enacted tax rates expected to apply when the asset is realized or the liability settled.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current
tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current
tax assets and liabilities on a net basis. A deferred tax asset is recognized to the extent that it is probable that future taxable profits
will be available against the asset can be utilized.



The Company’s exposure to uncertain tax positions is evaluated
and a provision is made where it is probable that this exposure will materialise.



Property and equipment



Property and equipment carried at cost, less accumulated depreciation
and accumulated impairment losses. The cost of an item of property and equipment consists of the purchase price, any costs directly attributable
to bringing the asset to the location and condition necessary for its intended use and an initial estimate of the costs of dismantling
and removing the item and restoring the site on which it is located. An item of property and equipment is derecognized upon disposal or
when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on disposal of the
asset, determined as the difference between the net disposal proceeds and the carrying amount of the asset, is recognized in profit or
loss in the consolidated statements of income and comprehensive income. Where an item of property and equipment comprises major components
with different useful lives, the components are accounted for as separate items of property and equipment. Expenditures incurred to replace
a component of an item of property and equipment that is accounted for separately, including major inspection and overhaul expenditures
are capitalized.



Depreciation is calculated using declining balance or straight-line
methods to write off the cost of the assets. The depreciation rate is applicable as follows:





|Furniture and equipment | 20% declining balance
|----------------------- | ---------------------
|Computer equipment      | 55% declining balance
|Leasehold improvements  | 5 years straight line





Leases



At inception of a contract, the Company assesses whether a contract
is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset
for a period of time in exchange for consideration. The Company assesses whether the contract involves the use of an identified asset,
whether the right to obtain substantially all of the economic benefits from use of the asset during the term of the arrangement exists,
and if the Company has the right to direct the use of the asset. At inception or on reassessment of a contract that contains a lease component,
the Company allocates the consideration in the contract to each lease component on the basis of their relative standalone prices.



As a lessee, the Company recognizes a right-of-use asset and a lease
liability at the commencement date of a lease. The right-of-use asset is initially measured at cost, which is comprised of the initial
amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any decommissioning and restoration
costs, less any lease incentives received.



14


American Lithium Corp. Notes to Consolidated Financial Statements For the years ended February 28, 2023 and 2022 (Expressed in Canadian Dollars)




| | 3. | SIGNIFICANT ACCOUNTING POLICIES(continued)
| | -- | ------------------------------------------



Leases(continued)



The right-of-use asset is subsequently depreciated from the commencement
date to the earlier of the end of the lease term, or the end of the useful life of the asset. In addition, the right-of-use asset may
be reduced due to impairment losses, if any, and adjusted for certain remeasurements of the lease liability.



A lease liability is initially measured at the present value of
the lease payments that are not paid at the commencement date, discounted by the interest rate implicit in the lease, or if that rate
cannot be readily determined, the incremental borrowing rate. Lease payments included in the measurement of the lease liability are comprised
of:

| | · | fixed payments, including in-substance fixed payments, less any lease incentives receivable;
| | - | --------------------------------------------------------------------------------------------

| | · | variable lease payments that depend on an index or a rate, initially measured using the index or rate
as at the commencement date;
| | - | ----------------------------------------------------------------------------------------------------------------------------------

| | · | amounts expected to be payable under a residual value guarantee;
| | - | ----------------------------------------------------------------

| | · | exercise prices of purchase options if the Company is reasonably certain to exercise that option; and
| | - | -----------------------------------------------------------------------------------------------------

| | · | payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an option
to terminate the lease.
| | - | -----------------------------------------------------------------------------------------------------------------------------------



The lease liability is measured at amortized cost using the effective
interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, or if there
is a change in the estimate or assessment of the expected amount payable under a residual value guarantee, purchase, extension, or termination
option. Variable lease payments not included in the initial measurement of the lease liability are charged directly to profit or loss.



The Company has elected not to recognize right-of-use assets and
lease liabilities for short-term leases that have a lease term of twelve months or less and leases of low-value assets. The lease payments
associated with these leases are charged directly to profit or loss on a straight-line basis over the lease term.



Accounting pronouncements not yet adopted



The following is a listing of amendments, revisions and new International
Financial Reporting Standards issued but not yet effective. The Company is currently assessing the impact of adopting the following standards
on the consolidated financial statements, as described below:



| | · | IAS 1 – Presentation of Financial Statements: On January 23, 2020, the IASB issued an amendment
to IAS 1, Presentation of Financial Statements providing a more general approach to the classification of liabilities. The amendments
clarify that the classification of liabilities as current or non-current depends on the rights existing at the end of the reporting period
as opposed to the expectations of exercising the right for settlement of the liability. The amendments further clarify that settlement
refers to the transfer of cash, equity, instruments, other assets, or services to the counterparty. The amendments are effective for annual
periods beginning on or after January 1, 2024 and are to be applied retrospectively, with early adoption permitted. The Company does not
expect this amendment to have a significant financial impact on the consolidated financial statements.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



15


American Lithium Corp. Notes to Consolidated Financial Statements For the years ended February 28, 2023 and 2022 (Expressed in Canadian Dollars)




| | 4. | CASH AND CASH EQUIVALENTS
| | -- | -------------------------



The Company’s cash and cash equivalents include an aggregate
of $4,741,854 in cashable guaranteed investment certificates (“GICs”) including accumulated interest, which earn interest
at rates ranging from 4.8% - 5.2% per annum and mature between February 15, 2024 and February 27, 2024.



In addition, the Company has cashable GICs of $25,000 and $54,683
(US$40,181), which earn interest of 4.43% per annum and mature on January 10, 2024, and an additional $27,500 GIC, which earns interest
at 3% per annum and matures on November 29, 2023. These cashable GICs have been assigned as security for the Company’s credit cards
to the Bank of Nova Scotia and the Toronto Dominion Bank, respectively.





| | 5. | SHORT-TERM INVESTMENTS
| | -- | ----------------------



The Company has an aggregate of $28,636,414 in GIC’s including
accumulated interest, which earn interest at rates ranging from 4.7% - 5.3% per annum and mature between April 27, 2023 and February 15,
2024.





| | 6. | PROPERTY AND EQUIPMENT
| | -- | ----------------------



|                            |  |  | Computer
 Equipment |  |  |  | Furniture
 Equipment |  |  |  | Leasehold
 Improvement |  |  |  | Total  | 
|--------------------------- |  |  | ------------------- |  |  |  | -------------------- |  |  |  | ---------------------- |  |  |  | ------ | 
|                            |  |  | $                   |  |  |  | $                    |  |  |  | $                      |  |  |  | $      | 
|Cost:                       |  |  |                     |  |  |  |                      |  |  |  |                        |  |  |  |        | 
|Balance, February 28, 2021  |  |  | 2,705               |  |  |  | 15,957               |  |  |  | -                      |  |  |  | 18,662 | 
|Additions                   |  |  | 10,255              |  |  |  | -                    |  |  |  | 30,959                 |  |  |  | 41,214 | 
|Balance, February 28, 2022  |  |  | 12,960              |  |  |  | 15,957               |  |  |  | 30,959                 |  |  |  | 59,876 | 
|Additions                   |  |  | 7,884               |  |  |  | 9,777                |  |  |  | -                      |  |  |  | 17,661 | 
|Balance, February 28, 2023  |  |  | 20,844              |  |  |  | 25,734               |  |  |  | 30,959                 |  |  |  | 77,537 | 
|                            |  |  |                     |  |  |  |                      |  |  |  |                        |  |  |  |        | 
|Accumulated depreciation:   |  |  |                     |  |  |  |                      |  |  |  |                        |  |  |  |        | 
|Balance, February 28, 2021  |  |  | 204                 |  |  |  | 927                  |  |  |  | -                      |  |  |  | 1,131  | 
|Depreciation for the year   |  |  | 3,904               |  |  |  | 3,006                |  |  |  | 2,064                  |  |  |  | 8,974  | 
|Balance, February 28, 2022  |  |  | 4,108               |  |  |  | 3,933                |  |  |  | 2,064                  |  |  |  | 10,105 | 
|Depreciation for the period |  |  | 5,973               |  |  |  | 3,382                |  |  |  | 6,192                  |  |  |  | 15,547 | 
|Balance, February 28, 2023  |  |  | 10,081              |  |  |  | 7,315                |  |  |  | 8,256                  |  |  |  | 25,652 | 
|                            |  |  |                     |  |  |  |                      |  |  |  |                        |  |  |  |        | 
|Net book value:             |  |  |                     |  |  |  |                      |  |  |  |                        |  |  |  |        | 
|As at February 28, 2022     |  |  | 8,852               |  |  |  | 12,024               |  |  |  | 28,895                 |  |  |  | 49,771 | 
|As at February 28, 2023     |  |  | 10,763              |  |  |  | 18,419               |  |  |  | 22,703                 |  |  |  | 51,885 | 



16


American Lithium Corp. Notes to Consolidated Financial Statements For the years ended February 28, 2023 and 2022 (Expressed in Canadian Dollars)






| | 7. | EXPLORATION AND EVALUATION ASSETS
| | -- | ---------------------------------



|                           |  |  | TLC Project |  |  |  | Falchani  Project |  |  |  | Macusani  Project |  |  |  | Total       | 
|-------------------------- |  |  | ----------- |  |  |  | ----------------- |  |  |  | ----------------- |  |  |  | ----------- | 
|                           |  |  | $           |  |  |  | $                 |  |  |  | $                 |  |  |  | $           | 
|Balance, February 28, 2021 |  |  | 11,509,494  |  |  |  | -                 |  |  |  | -                 |  |  |  | 11,509,494  | 
|                           |  |  |             |  |  |  |                   |  |  |  |                   |  |  |  |             | 
|Additions:                 |  |  |             |  |  |  |                   |  |  |  |                   |  |  |  |             | 
|Acquisition costs          |  |  | 13,753,060  |  |  |  | 93,737,781        |  |  |  | 16,534,354        |  |  |  | 124,025,195 | 
|Maintenance fees           |  |  | 11,058      |  |  |  | -                 |  |  |  | -                 |  |  |  | 11,058      | 
|Balance, February 28, 2022 |  |  | 25,273,612  |  |  |  | 93,737,781        |  |  |  | 16,534,354        |  |  |  | 135,545,747 | 
|                           |  |  |             |  |  |  |                   |  |  |  |                   |  |  |  |             | 
|Additions:                 |  |  |             |  |  |  |                   |  |  |  |                   |  |  |  |             | 
|Acquisition costs          |  |  | 5,056,899   |  |  |  | 5,152,130         |  |  |  | -                 |  |  |  | 10,209,029  | 
|Royalty buyback            |  |  | 4,503,000   |  |  |  | -                 |  |  |  | -                 |  |  |  | 4,503,000   | 
|                           |  |  |             |  |  |  |                   |  |  |  |                   |  |  |  |             | 
|Balance, February 28, 2023 |  |  | 34,833,511  |  |  |  | 98,889,911        |  |  |  | 16,534,354        |  |  |  | 150,257,776 | 





TLC Lithium Project (“TLC Project”) – Nevada,
USA



In August 2018, the Company purchased a series of unpatented lode
mining claims located in Nye County, Nevada, USA, from Nevada Alaska Mining Co., Inc. (“TLC Royalty Holder”). The TLC Project
was subject to an overriding 2.5% gross royalty, however, as at February 28, 2023, the royalty had been bought back in full.



The Company made the following payments for the TLC Project in during
the year ended February 28, 2022:

| | · | April 2021 – the Company issued 4,000,000 common shares of the Company at a fair value of $7,200,000
to acquire 100% of a series of mining claims located in Esmeralda County, Nevada, contiguous and to the west of the TLC Project through
the acquisition of 1301420 BC Ltd.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | September 2021 - the Company issued 2,500,000 common shares of the Company at a fair value of $6,300,000
and assumed liabilities of $253,060 (US$200,000) to acquire the Crescent Dunes Project (“Crescent Dunes”) located in Nye County,
Nevada, contiguous with the TLC Project through the acquisition of Big Smoky Holdings Corp.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



In June 2022, the Company closed an agreement to acquire certain
privately held agricultural lands along with certain water rights, in the Big Smoky Valley, close to the Company’s TLC Project.
Pursuant to the terms of the agreement, the Company paid the vendors a total of $4,083,681 (US$3,155,822) in cash on closing. During the
year ended February 28, 2023, the Company incurred certain ranch expenses in order to maintain the Company’s water rights in good
standing.



In January 2023, the Company entered into an agreement to buy back
the remaining one percent (1%) gross overriding royalty on the Company’s wholly owned TLC Project. Pursuant to the terms of the
agreement, the Company issued 950,000 common shares of the Company on January 26, 2023, valued at $4,503,000, to the TLC Royalty Holder.
In addition, the Company closed a share purchase agreement with the shareholders of Maran Ventures Ltd. (“Maran”) whereby
the Company purchased 100% of the outstanding shares of Maran. Maran’s only asset is its ownership of eight lode mining claims located
in Nye County, Nevada, contiguous to of the TLC Project. Pursuant to the share purchase agreement, the Company issued 200,000 common shares
of the Company at a fair value of $946,000, which has been accounted for as an asset acquisition.



17


American Lithium Corp. Notes to Consolidated Financial Statements For the years ended February 28, 2023 and 2022 (Expressed in Canadian Dollars)






| | 7. | EXPLORATION AND EVALUATION ASSETS(continued)
| | -- | --------------------------------------------





Falchani Lithium Project (“Falchani Project”), Macusani
Uranium Project (“Macusani Project”) – Puno, Peru



Following the acquisition in May 2021 of Plateau and its Peruvian
subsidiary, Macusani SAC, the Company holds title, or has court injunctions preserving title, on mineral concessions in the Province of
Carabaya, Department of Puno in southeastern Peru.



32 of the 174 Falchani Project and Macusani Project concessions
now held by the American Lithium’s subsidiary, Macusani SAC, are currently subject to Administrative and Judicial processes (together,
the “Processes”) in Peru to overturn resolutions issued by the Geological, Mining, and Metallurgical Institute of Peru (“INGEMMET”)
and the Mining Council of the Ministry of Energy and Mines of Peru (“MINEM”) in February 2019 and July 2019, respectively,
which declared Macusani’s title to the 32 of the 174 concessions invalid due to late receipt of the annual validity payment. Macusani
successfully applied for injunctive relief on these 32 concessions in a Court in Lima, Peru, and the grant of the Precautionary Measures
restored the title, rights, and validity of those 32 concessions to Macusani.



In November 2021, the Company was made aware and announced that
the judicial ruling in relation to those 32 concessions had been issued in favour of Macusani. On November 16, 2021, the Company announced
that it had received official notification of the judicial ruling restoring full title to these concessions. On November 25, 2021, the
Company confirmed that, as expected, appeals of the judicial ruling were lodged, including by INGEMMET and MINEM. These appeals will be
considered by a high court tribunal in due course which is now scheduled for September 7, 2023. If the Company does not ultimately obtain
a successful resolution of the Processes, Macusani’s title to the concessions could be revoked.



In June 2022, the Company entered into a mining rights transfer
agreement to acquire additional concessions in Southern Peru, close to the Company’s Falchani Project. The Company paid $517,130
(US$400,000) and issued 2,250,000 common shares of the Company with a fair value of $4,635,000 to the vendor.



| | 8. | RECLAMATION DEPOSITS
| | -- | --------------------



Reclamation deposits of $594,713 (2022 – $632,935) as at February
28, 2023, consisted of a bond recorded at cost and held as security by the State of Nevada, with regard to certain exploration properties
described in Note 7.





18


American Lithium Corp. Notes to Consolidated Financial Statements For the years ended February 28, 2023 and 2022 (Expressed in Canadian Dollars)




| | 9. | RIGHT-OF-USE ASSETS AND LEASE LIABILITIES
| | -- | -----------------------------------------



The Company has two leases: one for an office space in Vancouver,
Canada and another for an office space in Nevada, USA.



Right-of-Use Assets



|                            |  | Office Leases
|--------------------------- |  | -------------
|Cost:                       |  | $            
|As at February 28, 2021     |  |              
|Additions                   |  |              
|Foreign exchange adjustment |  |              
|As at February 28, 2022     |  |              
|Foreign exchange adjustment |  |              
|As at February 28, 2023     |  |              
|                            |  |              
|Depreciation:               |  |              
|As at February 28, 2021     |  |              
|Charge for the year         |  |              
|Foreign exchange adjustment |  |              
|As at February 28, 2022     |  |              
|Charge for the year         |  |              
|Foreign exchange adjustment |  |              
|As at February 28, 2023     |  |              
|                            |  |              
|Net book value:             |  |              
|As at February 28, 2022     |  |              
|As at February 28, 2023     |  |              



Depreciation of right-of-use assets is calculated using the straight-line
method over the remaining lease term.



Lease Liabilities



|                            |  | $
|--------------------------- |  | -
|As at February 28, 2021     |  |  
|Addition                    |  |  
|Lease payments made         |  |  
|Finance charge              |  |  
|Foreign exchange adjustment |  |  
|As at February 28, 2022     |  |  
|Lease payments made         |  |  
|Finance charge              |  |  
|Foreign exchange adjustment |  |  
|                            |  |  
|Less: current portion       |  |  
|As at February 28, 2023     |  |  



The lease liabilities were discounted at a discount rate of 12%.



19


American Lithium Corp. Notes to Consolidated Financial Statements For the years ended February 28, 2023 and 2022 (Expressed in Canadian Dollars)




| | 9. | RIGHT-OF-USE ASSETS AND LEASE LIABILITIES (continued)
| | -- | -----------------------------------------------------



Lease Liabilities(continued)



The remaining minimum future lease payments, excluding estimated
operating costs, for the term of the lease including assumed renewal periods are as follows:



|Fiscal 2024 |  |  | $ | 98,120 | 
|----------- |  |  | - | ------ | 
|Fiscal 2025 |  |  |   | 87,075 | 
|Fiscal 2026 |  |  |   | 51,443 | 
|Fiscal 2027 |  |  |   | 34,961 | 





| | 10. | ACCOUNTS PAYABLE
| | --- | ----------------



|                    |  |  | 2023      |  |  |  | 2022      | 
|------------------- |  |  | --------- |  |  |  | --------- | 
|                    |  |  | $         |  |  |  | $         | 
|Accounts payable    |  |  | 1,556,396 |  |  |  | 1,373,242 | 
|Accrued liabilities |  |  | 95,724    |  |  |  | 138,787   | 
|Wages payable       |  |  | 11,665    |  |  |  | -         | 
|                    |  |  | 1,663,785 |  |  |  | 1,512,029 | 





| | 11. | Long-term debt
| | --- | --------------



In September 2020, the Company entered into the TLC Water Rights
Agreement. Pursuant to the agreement, the Company issued a promissory note for $1,363,613 (US$1,035,000) to be paid in four equal annual
installments of $328,561 (US$258,750) plus accrued interest at a rate of 5% per annum. The promissory note was secured by a first priority
deed of trust on the property related to this TLC Water Rights Agreement. On recognition, the promissory note was measured by discounting
the annual installments plus accrued interest using a discount rate of 15% per annum.



|                            |  |  | $          |  
|--------------------------- |  |  | ---------- | -
|As at February 28, 2021     |  |  | 1,139,269  |  
|Finance charge              |  |  | 139,986    |  
|Payment made                |  |  | (401,512   | )
|Foreign exchange adjustment |  |  | 17,051     |  
|As at February 28, 2022     |  |  | 894,794    |  
|Finance charge              |  |  | 59,478     |  
|Payment made                |  |  | (1,051,075 | )
|Foreign exchange adjustment |  |  | 96,803     |  
|As at February 28, 2023     |  |  | -          |  



In August 2022, the Company repaid the promissory note in full.





20


American Lithium Corp. Notes to Consolidated Financial Statements For the years ended February 28, 2023 and 2022 (Expressed in Canadian Dollars)




| | 12. | sHARE CAPITAL
| | --- | -------------



Authorized



Unlimited number of common shares, without par value.



Issued



During the year ended February 28, 2023:



In June 2022, the Company issued 2,250,000 common shares of the
Company at a fair value of $4,635,000 in relation to the acquisition of additional concessions in Falchani Property. (Note 7)



In January 2023, the Company issued 950,000 common shares of the
Company at a fair value of $4,503,000 in relation to the royalty buyback on the TLC Project. (Note 7)



In January 2023, the Company issued 200,000 common shares of the
Company at a fair value of $946,000 to acquire of Maran Ventures Ltd. (Note 7)



The Company issued 2,966,282 common shares in connection with the
exercise of 3,370,982 warrants with a weighted average exercise price of $3.15 for total proceeds of $9,343,053. As a result, the Company
transferred $4,174,948 representing the carrying value of the exercised warrants from reserves to share capital. The Company also issued
3,442,589 common shares in connection with the exercise of 3,442,589 stock options with a weighted average exercise price of $1.32 for
total proceeds of $4,583,392. As a result, the Company transferred $3,132,758 representing the carrying value of the exercised options
from reserves to share capital.



During the year ended February 28, 2022:



In April 2021, the Company closed a non-brokered private placement
financing of 7,518,750 units at a price of $2.00 per unit for gross proceeds of $15,037,500. Each unit consisted of one common share of
the Company and one-half share purchase warrant. Each warrant entitles the holder to purchase an additional common share of the Company
at a price of $3.00 and expires in April 2024. The Company incurred aggregate share issuance costs totaling $651,551 and issued 295,125
non-transferable warrants to certain finders with a fair value of $378,704 in relation to the financing.



In May 2021, the Company completed the acquisition of Plateau by
issuing 36,891,918 units of the Company. Each unit consists of one common share of the Company and one-half share purchase warrant. Each
warrant entitles the holder to purchase an additional common share of the Company at a price of $3.00 and expires in May 2024. The 36,891,918
common shares issued had a fair value of $78,948,705. In addition, the Company paid finder’s fee of $200,000 in cash and issued
867,882 finder’s common shares with a fair value of $1,865,947.



In May 2021, the Company issued 4,000,000 common shares of the Company
at a fair value of $7,200,000 to acquire 1301420 BC and 1301420 Nevada (Note 7).



In July 2021, the Company issued an additional 133,265 common shares
of the Company at a fair value of $273,366 in relation to the acquisition of Plateau.



In September 2021, the Company issued 2,500,000 common shares of
the Company at a fair value of $6,300,000 to acquire Big Smoky (Note 7).



21


American Lithium Corp. Notes to Consolidated Financial Statements For the years ended February 28, 2023 and 2022 (Expressed in Canadian Dollars)




| | 12. | sHARE CAPITAL(continued)
| | --- | ------------------------



Issued(continued)



In November 2021, the Company closed a brokered private placement
financing of 13,208,000 units at a price of $2.65 per unit for gross proceeds of $35,001,200. Each unit consists of one common share of
the Company and one-half share purchase warrant. Each warrant entitles the holder to purchase an additional common share of the Company
at a price of $4.00 for a period of two years and expire in November 2023. The Company incurred aggregate share issuance costs totaling
$2,212,143 in relation to the financing.



The Company issued 10,234,460 common shares in connection with the
exercise of 10,234,460 warrants with a weighted average exercise price of $1.06 for total proceeds of $10,876,808. As a result, the Company
transferred $2,522,956 representing the carrying value of the exercised warrants from reserves to share capital. The Company also issued
3,405,098 common shares in connection with the exercise of 3,405,098 stock options with a weighted average exercise price of $1.12 for
total proceeds of $3,811,726. As a result, the Company transferred $2,758,727 representing the carrying value of the exercised options
from reserves to share capital.



Warrants



During the year ended February 28, 2023, the Company issued 82,650
warrants in relation to the exercises of Plateau’s warrants.



During the year ended February 28, 2022, the Company issued the
following warrants:

| | · | In connection with the April 2021 private placement, 3,759,375 warrants and 295,125 finders’ warrants
with an exercise price of $3.00.
| | - | --------------------------------------------------------------------------------------------------------------------------------------

| | · | In connection with the acquisition of Plateau, 18,512,592 listed warrants with an exercise price of $3.00.
The warrants were valued at $24,608,788 using the Black-Scholes option pricing model based on the following assumptions: risk-free interest
rate of 0.49%, forfeiture rate of 0%, no annual dividends, expected volatility of 114% and a market price of shares at grant date $2.14.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | In addition, the Company assumed 11,290,820 Plateau’s warrants and each Plateau warrant can be exercised
at a fixed ratio of 0.29 for the Company’s common share and a half warrant. The warrants were valued at $3,869,201 using the Black-Scholes
option pricing model based on the following weighted average assumptions: risk-free interest rate of 0.36%, forfeiture rate of 0%, no
annual dividends, expected volatility of 101% and a market price of shares at grant date $2.14.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | In connection with the November 2021 private placement, 6,604,000 warrants with an exercise price of $4.00.
| | - | -----------------------------------------------------------------------------------------------------------



Details of common share purchase warrants outstanding as at February
28, 2023 are as follows:



|Number of warrants |  | Exercise price |  | Remaining life |  | Expiry date
|------------------ |  | -------------- |  | -------------- |  | -----------
|                   |  |                |  | $              |  |            
|5,791,893          |  |                |  | 4.00           |  |            
|2,961,250          |  |                |  | 3.00           |  |            
|16,498,392         |  |                |  | 3.00           |  |            
|25,251,535         |  |                |  |                |  |            



In connection with the acquisition of Plateau, details of Plateau’s
warrants outstanding at February 28, 2023 are as follows:



22


American Lithium Corp. Notes to Consolidated Financial Statements For the years ended February 28, 2023 and 2022 (Expressed in Canadian Dollars)




| | 12. | sHARE CAPITAL(continued)
| | --- | ------------------------



Warrants(continued)





|Number of 
warrants* |  | Exercise price |  | Number of 
shares 
issuable |  | Remaining life |  | Expiry date
|-------------------- |  | -------------- |  | --------------------------- |  | -------------- |  | -----------
|                     |  |                |  | $                           |  |                |  |            
|1,375,287            |  |                |  | 0.40                        |  |                |  | 398,833    
|875,534              |  |                |  | 0.40                        |  |                |  | 253,905    
|17,322               |  |                |  | 0.40                        |  |                |  | 5,023      
|2,268,143            |  |                |  |                             |  |                |  | 657,761    

*Each Plateau warrant can be exercised at a fixed
ratio of 0.29 for the Company’s common shares and at a fixed ratio of 0.145 for the Company’s warrants exercisable until May
11, 2024 at $3.00.



A summary of changes of warrants outstanding is as follows:



|                           |  | Warrants |  | Weighted average 
exercise price
|-------------------------- |  | -------- |  | --------------------------------
|                           |  |          |  |                                 
|Balance, February 28, 2021 |  |          |  | 6,327,400                       
|Issued                     |  |          |  | 30,073,039                      
|Exercised                  |  |          |  | (8,430,572                      
|Balance, February 28, 2022 |  |          |  | 27,969,867                      
|Issued                     |  |          |  | 82,650                          
|Exercised                  |  |          |  | (2,800,982                      
|Balance, February 28, 2023 |  |          |  | 25,251,535                      



A summary of changes of Plateau warrants outstanding
is as follows:



|                           |  | Warrants* |  | Weighted
average 
exercise price
|-------------------------- |  | --------- |  | --------------------------------
|                           |  |           |  |                                 
|Balance, February 28, 2021 |  |           |  | -                               
|Assumed                    |  |           |  | 11,290,820                      
|Exercised                  |  |           |  | (6,220,315                      
|Expired                    |  |           |  | (2,232,362                      
|Balance, February 28, 2022 |  |           |  | 2,838,143                       
|Exercised                  |  |           |  | (570,000                        
|Balance, February 28, 2023 |  |           |  | 2,268,143                       

*Each Plateau warrant can be exercised at a fixed
ratio of 0.29 for the Company’s common shares and at a fixed ratio of 0.145 for the Company’s warrants exercisable until May
11, 2024 at $3.00.



Stock options



The Company has established a stock option plan for directors, employees,
and consultants. Under the Company's stock option plan, the exercise price of each option is determined by the Board, subject to the Discounted
Market Price policies of the TSX Venture Exchange. The aggregate number of shares issuable pursuant to options granted under the plan
is limited to 10% of the Company's issued shares at the time the options are granted. The aggregate number of options granted to any one
optionee in a 12-month period is limited to 10% of the issued shares of the Company.



23


American Lithium Corp. Notes to Consolidated Financial Statements For the years ended February 28, 2023 and 2022 (Expressed in Canadian Dollars)




| | 12. | sHARE CAPITAL(continued)
| | --- | ------------------------



Stock options(continued)



During the year ended February 28, 2023, the Company granted the
following stock options:

| | · | In June 2022, the Company granted 100,000 stock options to a consultant at an exercise price of $2.74.
These options were granted for a period of five years, vested as follow: 1/4 three months from the date of grant, 1/4 six months from
the date of grant, 1/4 nine months from the date of grant, and 1/4 on the first anniversary. The options were valued at $144,340 using
the Black-Scholes option pricing model based on the following assumptions: risk-free interest rate of 3.17%, forfeiture rate of 0%, no
annual dividends, expected volatility of 110% and a grant date market share price at $1.90.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | In July 2022, the Company granted 250,000 stock options to a director and a member of senior management
at an exercise price of $1.91. These options were granted for a period of five years, vested as follow: 1/4 three months from the date
of grant, 1/4 six months from the date of grant, 1/4 nine months from the date of grant, and 1/4 on the first anniversary. The options
were valued at $144,340 using the Black-Scholes option pricing model based on the following assumptions: risk-free interest rate of 3.17%,
forfeiture rate of 0%, no annual dividends, expected volatility of 110% and a market price of shares at grant date $1.90.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | In October 2022, the Company granted 150,000 stock options to a director at an exercise price of $2.14.
These options were granted for a period of five years, vested as follow: 1/4 three months from the date of grant, 1/4 six months from
the date of grant, 1/4 nine months from the date of grant, and 1/4 on the first anniversary. The options were valued at $262,860 using
the Black-Scholes option pricing model based on the following assumptions: risk-free interest rate of 3.41%, forfeiture rate of 0%, no
annual dividends, expected volatility of 104% and a market price of shares at grant date $2.24.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | In February 2023, the Company granted 1,300,000 stock options to certain officers, directors, consultants,
and employees of the Company at an exercise price of $4.85. These options were granted for a period of five years, vested as follow: 1/3
on date of grant, 1/3 six months from the date of grant, and 1/3 on the first anniversary. The options were valued at $4,689,100 using
the Black-Scholes option pricing model based on the following assumptions: risk-free interest rate of 2.92%, forfeiture rate of 0%, no
annual dividends, expected volatility of 103% and a market price of shares at grant date $4.72.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



During the year ended February 28, 2022, the Company granted the
following stock options:

| | · | In May 2021 and in connection with the acquisition of Plateau, the Company issued 1,423,210 replacement
stock options with a weighted average exercise price of $2.51 and a fair value of $1,644,993.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | In June 2021, the Company granted 7,050,000 stock options to certain officers, directors, and consultants
of the Company at an exercise price of $2.17. These options were granted for a period of five years, vested as follows: 1/3 on the date
of grant, 1/3 six months from the date of grant and 1/3 on the first anniversary. The options were valued at $9,494,940 using the Black-Scholes
option pricing model based on the following assumptions: risk-free interest rate of 0.97%, forfeiture rate of 0%, no annual dividends,
expected volatility of 114% and a grant date market share price at $1.73.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | In August 2021, the Company granted 500,000 stock options to a consultant of the Company at an exercise
price of $1.81. These options were granted for a period of five years, vested as follows: 1/3 on the date of grant, 1/3 six months from
the date of grant and 1/3 on the first anniversary. The options were valued at $784,050 using the Black-Scholes option pricing model based
on the following assumptions: risk-free interest rate of 0.87%, forfeiture rate of 0%, no annual dividends, expected volatility of 113%
and a grant date market share price at $1.95.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



24


American Lithium Corp. Notes to Consolidated Financial Statements For the years ended February 28, 2023 and 2022 (Expressed in Canadian Dollars)




| | 12. | sHARE CAPITAL(continued)
| | --- | ------------------------



Stock options(continued)

| | · | In February 2022, the Company granted 1,750,000 stock options to certain officers, directors, and consultants
of the Company at an exercise price of $3.63. These options were granted for a period of five years, vested as follows: 1/3 on the date
of grant, 1/3 six months from the date of grant, and 1/3 on the first anniversary. The options were valued at $5,002,025 using the Black-Scholes
option pricing model based on the following assumptions: risk-free interest rate of 1.79%, forfeiture rate of 0%, no annual dividends,
expected volatility of 110% and a grant date market share price at $3.61.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



During the year ended February 28, 2023, the Company recorded share-based
compensation of $6,716,937 (2022 – $12,116,607) in relation to stock options.



As at February 28, 2023, the following options were outstanding and exercisable:



|Number of options
 outstanding |  | Number of options
 Exercisable |  | Exercise 
price |  | Remaining 
life |  | Expiry date
|------------------------------ |  | ------------------------------ |  | --------------- |  | --------------- |  | -----------
|                               |  |                                |  |                 |  |                 |  | $          
|125,000                        |  |                                |  | 125,000         |  |                 |  | 0.35       
|134,850                        |  |                                |  | 134,850         |  |                 |  | 3.93       
|195,750                        |  |                                |  | 195,750         |  |                 |  | 2.24       
|200,000                        |  |                                |  | 200,000         |  |                 |  | 0.25       
|1,929,167                      |  |                                |  | 1,929,167       |  |                 |  | 1.28       
|63,115                         |  |                                |  | 63,115          |  |                 |  | 1.03       
|5,958,334                      |  |                                |  | 5,958,334       |  |                 |  | 2.17       
|1,573,000                      |  |                                |  | 1,573,000       |  |                 |  | 3.63       
|100,000                        |  |                                |  | 50,000          |  |                 |  | 2.74       
|250,000                        |  |                                |  | 125,000         |  |                 |  | 1.91       
|150,000                        |  |                                |  | 37,500          |  |                 |  | 2.14       
|1,300,000                      |  |                                |  | 433,333         |  |                 |  | 4.85       
|11,979,216                     |  |                                |  | 10,825,049      |  |                 |  |            



A summary of changes of stock options outstanding is as follows:



|                           |  | Options |  | Weighted average
                                                                                exercise price
|-------------------------- |  | ------- |  | ---------------------------------------------------------------------------------------------------------------
|                           |  |         |  |                                                                                                                
|Balance, February 28, 2021 |  |         |  | 7,030,000                                                                                                      
|Granted                    |  |         |  | 10,723,210                                                                                                     
|Exercised                  |  |         |  | (3,405,098                                                                                                     
|Cancelled                  |  |         |  | (8,337                                                                                                         
|Balance, February 28, 2022 |  |         |  | 14,339,775                                                                                                     
|Granted                    |  |         |  | 1,800,000                                                                                                      
|Exercised                  |  |         |  | (3,442,589                                                                                                     
|Cancelled/Expired          |  |         |  | (717,970                                                                                                       
|Balance, February 28, 2023 |  |         |  | 11,979,216                                                                                                     





25


American Lithium Corp. Notes to Consolidated Financial Statements For the years ended February 28, 2023 and 2022 (Expressed in Canadian Dollars)




| | 12. | sHARE CAPITAL(continued)
| | --- | ------------------------



Restricted share units (“RSUs”)



In February 2022, the Company adopted an incentive plan for its
directors, officers, and employees, under which it is authorized to grant a maximum of 5% of the Company’s issued shares reserved
for issuance for RSU under the incentive plan. Upon vesting, at the Company’s discretion, the holder of an RSU award can receive
one common share or the equivalent cash payment based on the market price of the common share on settlement date. The aggregate number
of RSUs granted to any one recipient in a 12-month period is limited to 2% of the issued shares of the Company.



In August 2022, the newly adopted incentive plan received approval
by the shareholders. The RSU grants described below were subject to such approval.



During the year ended February 28, 2023, the Company granted the
following RSUs:

| | · | In July 2022, the Company granted 225,000 RSUs to a director and a member of senior management of the
Company with a fair value of $423,000. The RSUs will vest on July 4, 2024.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | In October 2022, the Company granted 150,000 RSUs to a director of the Company with a fair value of $336,000.
The RSUs will vest on October 4, 2024.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------

| | · | In February 2023, the Company granted 2,420,000 RSUs to certain officers and directors of the Company
with a fair value of $11,422,400. The RSUs will vest on October 4, 2024
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



During the year ended February 28, 2022, the Company granted the
following RSUs:

| | · | In February 2022, the Company granted 2,900,000 RSUs to certain officers, directors, consultants, and
employees of the Company with a fair value of 10,469,000. The RSUs will vest on February 2, 2025.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



During the year ended February 28, 2023, the Company recorded share-based
compensation of $5,846,247 (2022 – $172,093) in relation to RSUs.



RSU transactions are summarized as follows:



|                           |  |  | Number of RSUs |          
|-------------------------- |  |  | -------------- | ---------
|Balance, February 28, 2021 |  |  |                | -        
|Granted                    |  |  |                | 2,900,000
|Balance, February 28, 2022 |  |  |                | 2,900,000
|Granted                    |  |  |                | 2,795,000
|Balance, February 28, 2023 |  |  |                | 5,695,000



A summary of the RSUs outstanding at February 28, 2023 is as follows:



|Number of RSUs |  | Remaining life |  | Vesting Date
|-------------- |  | -------------- |  | ------------
|               |  |                |  | (years)     
|2,900,000      |  |                |  | 0.97        
|225,000        |  |                |  | 1.35        
|150,000        |  |                |  | 1.60        
|2,420,000      |  |                |  | 1.93        
|5,695,000      |  |                |  |             



26


American Lithium Corp. Notes to Consolidated Financial Statements For the years ended February 28, 2023 and 2022 (Expressed in Canadian Dollars)




| | 12. | sHARE CAPITAL(continued)
| | --- | ------------------------



Performance share units (“PSUs”)



In February 2022, the Company adopted an incentive plan for its
directors, officers, and employees, under which it is authorized to grant a maximum of 5% of the Company’s issued shares reserved
for issuance for PSUs under the incentive plan. Upon vesting, at the Company’s discretion, the holder of a PSU award can receive
one common share or the equivalent cash payment based on the market price of the common share on settlement date. The aggregate number
of PSUs granted to any one recipient in a 12-month period is limited to 2% of the issued shares of the Company.



In February 2023, the Company issued 2,000,000 PSUs to various directors,
officers, employees, and consultants of the Company. These 2,000,000 PSUs will vest upon a change of control or disposition of a controlling
interest in one of the Company’s core assets, but will not vest in connection with the contemplated spin-out transaction involving
Macusani Uranium Project.



The PSUs are accounted for as equity-settled awards.



During the year ended February 28, 2023, the Company did not record
any share-based compensation in connection with PSUs.



PSU transactions are summarized as follows:



|                                    |  |  | Number of PSUs |          
|----------------------------------- |  |  | -------------- | ---------
|Balance, February 28, 2021 and 2022 |  |  |                | -        
|Granted                             |  |  |                | 2,000,000
|Balance, February 28, 2023          |  |  |                | 2,000,000





| | 13. | related party transactions
| | --- | --------------------------



Key management personnel include those persons having authority
and responsibility for planning, directing, and controlling the activities of the Company as a whole. The Company has determined that
key management personnel consist of executive and non-executive members of the Company’s Board of Directors and corporate officers.



|                                        |  |  | For the years ended February 28, | 
|--------------------------------------- |  |  | -------------------------------- | 
|                                        |  |  | 2023                             | 
|                                        |  |  | $                                | 
|Exploration and evaluation expenditures |  |  | 254,242                          | 
|Management and directors fees           |  |  | 1,987,584                        | 
|Share-based compensation                |  |  | 6,662,194                        | 
|                                        |  |  | 8,904,020                        | 



All related party transactions are recorded at the amount agreed
to by the Company and the related party.



As at February 28, 2023, the Company owed $4,608 (2022 – $193,111)
to companies controlled by officers and directors of the Company for unpaid management fees and exploration and evaluation expenses.







27


American Lithium Corp. Notes to Consolidated Financial Statements For the years ended February 28, 2023 and 2022 (Expressed in Canadian Dollars)




| | 14. | CAPITAL
MANAGEMENT
| | --- | ------------------



The Company’s objectives when managing capital are to safeguard
the Company’s ability to continue as a going concern in order to pursue the exploration of its mineral properties and to maintain
a flexible capital structure for its projects for the benefit of its stakeholders, to maintain creditworthiness and to maximize returns
for shareholders over the long-term. The Company does not have any externally imposed capital requirements to which it is subject. As
the Company is in the exploration stage, its principal source of funds is from the issuance of common shares. The Company includes the
components of shareholders’ equity in its management of capital.



The Company manages the capital structure and makes adjustments
to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital
structure, the Company may attempt to issue new shares to raise cash and obtain bridging loans from related parties. The Company’s
investment policy is to invest its cash in low-risk investment instruments in financial institutions with terms to maturity selected with
regards to the expected time of expenditures from continuing operations.



There were no changes in the Company’s management of capital
during the year ended February 28, 2023.





| | 15. | FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
| | --- | -----------------------------------------



The Company’s financial instruments consist of cash and cash
equivalents, short-term investments, amounts receivable, deposits, accounts payable, and due to related parties. As at February 28, 2023,
the Company classifies its cash and cash equivalents and short-term investments as fair value through profit and loss and its amounts
receivable, deposits, and accounts payable at amortized cost. The fair values of these financial instruments approximate their carrying
values because of their current nature.



The Company classifies the fair value of these financial instruments
according to the following hierarchy based on the amount of observable inputs used to value the instrument:



Level 1 – Quoted prices are available in active markets for
identical assets or liabilities as of the reporting date. Active markets are those in which transactions occur in sufficient frequency
and volume to provide pricing information on an ongoing basis. Cash and cash equivalents and short-term investments are classified under
Level 1.



Level 2 – Fair value measurements are those derived from inputs
other than quoted prices that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (derived from
prices). The Company does not have any financial instruments classified under Level 2.



Level 3 – Valuations in the level are those with inputs for
the asset or liability that are not based on observable market data. Amounts receivable, deposits, and accounts payable are classified
under Level 3.





28


American Lithium Corp. Notes to Consolidated Financial Statements For the years ended February 28, 2023 and 2022 (Expressed in Canadian Dollars)




| | 15. | FINANCIAL INSTRUMENTS AND RISK MANAGEMENT(continued)
| | --- | ----------------------------------------------------



The Company’s financial instruments are exposed to the following risks:



Credit Risk

Credit risk is the risk of financial loss to the Company if a customer
or counterparty to a financial instrument fails to meet its contractual obligations. Financial instruments which are potentially subject
to credit risk for the Company consist primarily of cash and cash equivalents and short-term investments. The carrying amount of financial
assets represents the maximum credit exposure. As at February 28, 2023, the Company has gross credit exposure relating to cash and cash
equivalents and short-term investments of $40,622,180. The cash and cash equivalents and short-term investments are held at Canadian chartered
and investment banks and the Company considers the credit risk to be minimal.



Liquidity Risk

Liquidity risk is the risk that the Company will not be able to
meet its obligations as they come due. The Company’s ability to continue as a going concern is dependent on management’s ability
to raise the required capital through future equity or debt issuances but there can be no assurance that such financing will be available
on a timely basis under terms acceptable to the Company. The Company manages its liquidity risk by forecasting cash flows from operations
and anticipating any investing and financing activities. As at February 28, 2023, the Company had a cash and cash equivalents balance
of $11,985,766 to settle current liabilities of $1,738,766. Liquidity risk is assessed as low.



Foreign Exchange Risk

The Company is exposed to foreign currency risk on fluctuations
related to cash and cash equivalents, short-term investments, reclamation deposits, and accounts payable and accrued liabilities that
are denominated in a foreign currency. As at February 28, 2023, the Company had net assets (liabilities) of USD $11,498,621, AUD ($195,066),
and British Pound (£10,000) which equates to total net assets of $15,453,082. A 10% fluctuation in the foreign exchange rates against
the Canadian dollar would result in a foreign exchange gain/loss of approximately $1,545,000.



Interest Rate Risk

Interest rate risk is the risk the fair value or future cash flows
of a financial instrument will fluctuate because of changes in market interest rates. The Company has cash and cash equivalents balances
and term deposits with interest based on the prime rate. The Company’s current policy is to invest excess cash in investment-grade
short-term deposit certificates issued by its banking institution. The Company periodically monitors the investments it makes and is satisfied
with the credit ratings of its banks.



Commodity Price Risk

The Company’s ability to raise capital to fund exploration
or development activities is subject to risks associated with fluctuations in the market price of lithium and uranium. The Company closely
monitors commodity prices to determine the appropriate course of actions to be taken.



During the years ended February 28, 2023 and 2022, there were no
transfers between level 1, level 2 and level 3 classified assets and liabilities.



29


American Lithium Corp. Notes to Consolidated Financial Statements For the years ended February 28, 2023 and 2022 (Expressed in Canadian Dollars)




| | 16. | SEGMENTED INFORMATION
| | --- | ---------------------



The Company has one operating segment, being the acquisition and
exploration of exploration and evaluation assets. Geographic information is as follows:



|February 28, 2023                 |  | Canada |         | USA |  | Peru |            | Total
|--------------------------------- |  | ------ | ------- | --- |  | ---- | ---------- | -----
|                                  |  |        | $       |     |  |      | $          |      
|Exploration and evaluation assets |  |        | -       |     |  |      | 34,833,511 |      
|Other long-term assets            |  |        | 785,248 |     |  |      | 70,178     |      
|                                  |  |        | 785,248 |     |  |      | 34,903,689 |      



|February 28, 2022                 |  | Canada |         | USA |  | Peru |            | Total
|--------------------------------- |  | ------ | ------- | --- |  | ---- | ---------- | -----
|                                  |  |        | $       |     |  |      | $          |      
|Exploration and evaluation assets |  |        | -       |     |  |      | 25,273,612 |      
|Other long-term assets            |  |        | 859,168 |     |  |      | 102,899    |      
|                                  |  |        | 859,168 |     |  |      | 25,376,511 |      





| | 17. | SUPPLEMENTAL DISCLOSURES WITH RESPECT TO CASH FLOWS
| | --- | ---------------------------------------------------



|                                                                |  |  | For the year ended February 28, | 
|--------------------------------------------------------------- |  |  | ------------------------------- | 
|                                                                |  |  | 2023                            | 
|                                                                |  |  | $                               | 
|Supplemental cash-flow disclosure:                              |  |  |                                 | 
|Interest                                                        |  |  | 40,741                          | 
|Income taxes                                                    |  |  | -                               | 
|                                                                |  |  |                                 | 
|Supplemental non-cash disclosure:                               |  |  |                                 | 
|Shares issued for exploration and evaluation assets acquisition |  |  | 10,084,000                      | 
|Units issued for acquisition                                    |  |  | -                               | 
|Capitalization of right-of-use assets and lease liabilities     |  |  | -                               | 
|Finders' shares issued for acquisition                          |  |  | -                               | 
|Replacement stock options issued                                |  |  | -                               | 
|Plateau warrants assumed                                        |  |  | -                               | 
|Reclassification of stock options exercised                     |  |  | 3,132,758                       | 
|Reclassification of stock options cancelled                     |  |  | 1,157,471                       | 
|Reclassification of warrants issued                             |  |  | -                               | 
|Reclassification of warrants exercised                          |  |  | 4,174,948                       | 
|Reclassification of warrants expired                            |  |  | -                               | 





| | 18. | CONTINGENCIES
| | --- | -------------



In May 2021, the Ontario Securities Commission (“OSC”)
issued a Notice of Hearing and Statement of Allegations to Plateau and two of its officers (collectively the “Executives”),
commencing regulatory proceedings to consider whether Plateau met obligations related to continuous disclosure, associated filings and
related activities with respect to the status of Plateau’s title to 32 mineral concessions in Peru, which were the subject of a
regulatory dispute, as discussed in Note 7. In November 2022, Plateau and the Executives concluded a settlement with OSC and the matter
is now closed. In addition, proceeds of $888,741 from a directors & officers insurance claim associated with these proceedings was
received and is recorded as expense recovery on the statement of comprehensive loss.



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American Lithium Corp. Notes to Consolidated Financial Statements For the years ended February 28, 2023 and 2022 (Expressed in Canadian Dollars)




| | 19. | INCOME TAXES
| | --- | ------------



The following table reconciles the amount of income tax recoverable
on application of the combined statutory Canadian federal and provincial income tax rates:



|                                                                    |  |  | For the years ended February 28, |  
|------------------------------------------------------------------- |  |  | -------------------------------- | -
|                                                                    |  |  | 2023                             |  
|                                                                    |  |  | $                                |  
|Combined statutory tax rate                                         |  |  | 27                               | %
|                                                                    |  |  |                                  |  
|Income tax recovery at combined statutory rate                      |  |  | (9,630,000                       | )
|Impact of different statutory tax rates on earnings of subsidiaries |  |  | 398,000                          |  
|Permanent difference and other                                      |  |  | 3,399,000                        |  
|Effect of change in future income tax rates                         |  |  | -                                |  
|Change in deferred tax asset not recognized                         |  |  | 5,833,000                        |  
|Net deferred tax recovery                                           |  |  | -                                |  



The significant components of the Company’s temporary
differences, unused tax credits and unused tax losses that have not been included on the consolidated statement of financial position
are as follows:



|                                               |  | 2023 |             | Expiry Date 
Range |  | 2022               |  | Expiry Date 
Range
|---------------------------------------------- |  | ---- | ----------- | ------------------ |  | ------------------ |  | ------------------
|Temporary Differences                          |  |      | $           |                    |  |                    |  |                   
|Share issue costs                              |  |      | 2,402,000   |                    |  | 2024 to 2026       |  |                   
|Property and equipment                         |  |      | 615,000     |                    |  | No expiry date     |  |                   
|Non-capital losses available for future period |  |      | 110,168,000 |                    |  | 2024 to 2043       |  |                   
|Exploration and evaluation Assets              |  |      | 25,897,000  |                    |  | No expiry date     |  |                   
|Non-capital losses by country                  |  |      |             |                    |  |                    |  |                   
|Canada                                         |  |      | 68,252,000  |                    |  | 2024 to 2043       |  |                   
|United States                                  |  |      | 21,950,000  |                    |  | 2037 to indefinite |  |                   
|Peru                                           |  |      | 19,966,000  |                    |  | Indefinite         |  |                   



Tax attributes are subject to review, and potential adjustment,
by tax authorities.





| | 20. | SUBSEQUENT EVENTS
| | --- | -----------------



| | a) | Subsequent to February 28, 2023, the Company issued 5,572 common shares in connection with the exercise
of 5,572 warrants with a weighted average exercise price of $3.00 for total proceeds of $16,716. The Company also issued 540,600 common
shares in connection with the exercise of 540,600 stock options with a weighted average exercise price of $1.42 for total proceeds of
$801,908.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





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