UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
20-F



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



OR



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



For
the fiscal year ended January 31, 2022



OR



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



For
the transition period from __________to__________



OR



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



Date
of event requiring this shell company report ___________



Commission
file number 000-52055



RED
METAL RESOURCES LTD.

(Exact
name of Registrant as specified in its charter)



Not
Applicable

(Translation
of Registrant’s name into English)



British
Columbia, Canada

(Jurisdiction
of incorporation or organization)



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

(Address
of principal executive offices)



Caitlin
Jeffs, Telephone: 1.866.907.5403, Facsimile: 604-684-0517,

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

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



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



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



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



Common
Shares Without Par Value

(Title
of Class)



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



Not
Applicable

(Title
of Class)



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



51,557,959
Common Shares without par value issued and outstanding as at January 31, 2022.



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



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



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



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



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



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



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



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



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



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



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



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



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



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



Indicate
by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

☐ YES ☐  NO


















TABLE
OF CONTENTS



|GLOSSARY OF TECHNICAL TERMS                                                           | 3 
|------------------------------------------------------------------------------------- | --
|                                                                                      |   
|FORWARD-LOOKING STATEMENTS                                                            | 6 
|                                                                                      |   
|CAUTIONARY NOTE TO UNITED STATES INVESTORS                                            | 7 
|                                                                                      |   
|PART I                                                                                | 8 
|                                                                                      |   
|Item 1 Identity of Directors, Senior Management and Advisers                          | 8 
|Item 2 Offer Statistics and Expected Timetable                                        | 8 
|Item 3 Key Information                                                                | 8 
|Item 4 Information on the Company                                                     | 15
|Item 4A Unresolved Staff Comments                                                     | 49
|Item 5 Operating and Financial Review and Prospects                                   | 50
|Item 6 Directors, Senior Management and Employees                                     | 53
|Item 7 Major Shareholders and Related Party Transactions                              | 60
|Item 8 Financial Information                                                          | 62
|Item 9 The Listing                                                                    | 64
|Item 10 Additional Information                                                        | 65
|Item 11 Quantitative and Qualitative Disclosures About Market Risk                    | 71
|Item 12 Description of Securities Other than Equity Securities                        | 72
|                                                                                      |   
|PART II                                                                               | 73
|                                                                                      |   
|Item 13 Defaults, Dividend Arrearages and Delinquencies.                              | 73
|Item 14 Material Modifications to the Rights of Security Holders and Use of Proceeds. | 73
|Item 15 Controls and Procedures                                                       | 73
|Item 16 [Reserved]                                                                    | 74
|                                                                                      |   
|PART III                                                                              | 77
|                                                                                      |   
|Item 17 Financial Statements                                                          | 77
|Item 18 Financial Statements                                                          | 77
|Item 19 Exhibits                                                                      | 77
|                                                                                      |   
|SIGNATURE                                                                             | 78



2







GLOSSARY
OF TECHNICAL TERMS



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



3







Units
of Measure



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





4









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



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



5







FORWARD-LOOKING
STATEMENTS



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



|● | expenditures
    for general and administrative expenses;                                                                                                                                                          
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|● | expectations
    regarding revenue, expenses and operations;                                                                                                                                                       
|● | the
    Company having sufficient working capital and being able to secure additional funding necessary for the continued exploration of
    the Company’s mineral interests;                                      
|● | expectations
    regarding the potential mineralization, geological merit and economic feasibility of the Company’s projects;                                                                                      
|● | expectations
    regarding drill programs and potential impacts thereof;                                                                                                                                           
|● | mineral
    exploration and exploration program cost estimates;                                                                                                                                                    
|● | expectations
    regarding any environmental issues that may affect planned or future exploration programs and the potential impact of complying with
    existing and proposed environmental laws and regulations;
|● | treatment
    under applicable governmental regimes for permitting and approvals; and                                                                                                                              
|● | key
    personnel continuing their employment with the Company. See “Risk Factors”.                                                                                                                                



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



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





6









CAUTIONARY
NOTE TO UNITED STATES INVESTORS



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



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



Foreign
Private Issuer Filings



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



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



7







PART
I



FINANCIAL
INFORMATION AND ACCOUNTING PRINCIPLES



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



|Item
                                            1 | Identity
                                            of Directors, Senior Management and Advisers
|-------------------------------------------------- | -------------------------------------------------------------------------------------------------



Not
applicable.



|Item
                                            2 | Offer
                                            Statistics and Expected Timetable
|-------------------------------------------------- | -----------------------------------------------------------------------------------



Not
applicable.



|Item
                                            3 | Key
                                            Information
|-------------------------------------------------- | -----------------------------------------------------------



|A. | [Reserved]
|-- | ----------



|B. | Capitalization
                                            and Indebtedness
|-- | ---------------------------------------------------------------------------



Not
applicable.



|C. | Reasons
                                            for the Offer and Use of Proceeds
|-- | -------------------------------------------------------------------------------------



Not
applicable.



|D. | Risk
                                            Factors
|-- | --------------------------------------------------------



General



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



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



Risks
Relating to our recent Conversion and Continuation



We
may still be treated as a U.S. corporation and taxed on our worldwide income after the conversion and continuation.



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



8







If
Section 7874(b) of the Code applied to the migration of our company from the State of Nevada to the Province of British Columbia, Canada,
our company would continue to be subject to United States federal income taxation on its worldwide income. Section 7874(b) of the Code
could apply to our migration unless we had substantial business activities in Canada when compared to our total business activities.



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



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



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



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



Negative
Operating Cash Flow



During
the years ended January 31, 2022 and 2021 the Company earned no revenue while the net loss from operations totaled $1,622,000 and $210,654,
respectively. If the Company does not find sources of financing as and when needed, it may be required to cease its operations.



Mineral
exploration and development are very expensive. During the fiscal year ended January 31, 2022, the Company had no revenue from its operations
and its operating expenses totaled $1,520,118 (2021 - $357,570). These expenses were further increased by $118,144 (2021 - $105,766)
in interest we accrued on our notes payable. These expenses were in part offset by $2,404 gain from foreign exchange fluctuation (2021
- $2,811 loss) and by $13,858 gain we recorded on forgiveness of debt (2021 - $255,493). Since inception, we have supported our operations
through equity and debt financing and, to a minor extent, through option payments received on our option or joint venture agreements,
and royalty payments from third-party vendors, who we allowed to mine our claims. Our ability to continue our operations, including exploring
and developing our properties, will depend on our ability to generate operating revenue, obtain additional financing, or enter into joint
venture agreements. Until we earn enough revenue to support our operations, which may never happen, we will continue to be dependent
on loans and sales of our equity or debt securities to continue our development and exploration activities. If we do not find sources
of financing as and when we need them, we may be required to severely curtail, or even to cease, our operations.



Insufficient
Capital



The
Company was incorporated on January 10, 2005, and to date has been involved primarily in organizational activities, acquiring and exploring
mineral claims and obtaining financing. The Company’s financial statements have been prepared assuming that it will continue as
a going concern. From the Company’s inception on January 10, 2005, the Company has accumulated losses of $12,144,764. As a result,
the Company’s management has expressed substantial doubt about the Company’s ability to continue as a going concern. The
continuation of the Company’s operations depends on its ability to complete equity or debt financings as needed or generate capital
from profitable operations. Such financings may not be available or may not be available on reasonable terms. The Company’s financial
statements do not include any adjustments that could result from the outcome of this uncertainty. Whether the Company will be successful
as a mining company must be considered in light of the costs, difficulties, complications and delays associated with its proposed exploration
programs. These potential problems include, but are not limited to, finding claims with mineral deposits that can be cost-effectively
mined, the costs associated with acquiring such properties and the unavailability of human or equipment resources. The Company cannot
provide assurance it will ever generate significant revenue from its operations or realize a profit. The Company expects to continue
to incur operating losses during the next 12 months.



9







Effects
of COVID-19 Outbreak



In
March of 2020, the World Health Organization declared an outbreak of COVID-19 Global pandemic. The COVID-19 has impacted vast array of
businesses through the restrictions put in place by most governments internationally, including the USA, Canadian and Chilean governments,
as well as provincial and municipal governments, regarding travel, business operations and isolation/quarantine orders. At this time,
it is unknown to what extent the impact of the COVID-19 outbreak may have on the Company as this will depend on future developments that
are highly uncertain and that cannot be predicted with confidence. These uncertainties arise from the inability to predict the ultimate
geographic spread of the disease, and the duration of the outbreak, including the duration of travel restrictions, business closures
or disruptions, and quarantine/isolation measures that are currently, or may be put, in place worlds-wide to fight the virus. While the
extent of the impact is unknown, the COVID-19 outbreak may hinder the Company’s ability to raise financing for exploration or operating
costs due to uncertain capital markets, supply chain disruptions, increased government regulations and other unanticipated factors, all
of which may also negatively impact the Company’s business and financial condition.



Debt
Owing to Related Parties



As
of January 31, 2022, the Company owed $57,254 to related parties that were due in the next 12-month period for the services and reimbursable
expenses they have provided; in addition, the Company owed its related parties $1,715,016 on account of long-term notes payable and for
services provided, which are payable on or after January 31, 2023 (as amended). The Company does not have the cash resources to pay the
long-term debt; therefore it may decide to partially pay these individuals by issuing shares of the Company’s common stock to them.
Because of the low market value of the Company’s common stock, the issuance of shares will result in substantial dilution to the
percentage of the outstanding common stock owned by current shareholders.



Financing
Risks



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



Speculative
Nature of Mineral Exploration



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



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



10







No
Known Mineral Reserves



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



|● | Costs
    of bringing the property into production including exploration work, preparation of production feasibility studies, and construction
    of production facilities, all of which the Company has not budgeted for;
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|● | Availability
    and costs of financing;                                                                                                                                                                                   
|● | Ongoing
    costs of production; and                                                                                                                                                                                       
|● | Environmental
    compliance regulations and restraints.                                                                                                                                                                   



Market
Factors May Affect Ability to Market Any Minerals Found



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



Mineral
Exploration is Hazardous



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



Government
Regulations



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



11







If
the Company does not comply with applicable environmental and health and safety laws and regulations, it could be fined, enjoined from
continuing its operations, and suffer other penalties. Although the Company makes every attempt to comply with these laws and regulations,
it cannot provide assurance that it has fully complied or will always fully comply with them.



Environmental
and Safety Regulations and Risks



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



Competition



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



Stress
in the Global Economy



Negative
fluctuations in a state of global economy may cause general tightening in the credit markets, lower levels of liquidity, increases in
the rates of default and bankruptcy, and lower business spending, all of which may have a negative effect on the Company’s business,
results of operations, financial condition and liquidity. The Company’s suppliers may not be able to supply it with needed raw
materials on a timely basis, may increase prices or go out of business, which could result in the inability of the Company to carry out
its planned exploration programs. Furthermore, it may become difficult to locate other mineral exploration companies with available funds
willing to engage in risky ventures such as the exploration of the Properties.



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



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



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



12







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



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



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



No
Anticipation of Payment of Dividends



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



Price
Volatility of Publicly Traded Securities



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



Fluctuating
Mineral Prices and Currency Risk



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



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



13







Management



The
success of the Company is currently largely dependent on the performance of its directors and officers. The loss of the services of any
of these persons could have a materially adverse effect on the Company’s business and prospects. There is no assurance the Company
can maintain the services of its directors, officers or other qualified personnel required to operate its business.



Key
Person Insurance



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



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



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



Conflicts
of Interest



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



|● | Participation
    in other business ventures offered to the directors will be allocated between the various companies and on the basis of prudent business
    judgment and the relative financial abilities and needs of the companies to participate;             
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|● | No
    commissions or other extraordinary consideration will be paid to such directors and officers; and                                                                                                                                                            
|● | Business
    opportunities formulated by or through other companies in which the directors and officers are involved will not be offered to the
    Company except on the same or better terms than the basis on which they are offered to third party participants.



14







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



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



|● | Contains
    a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;                                                                                      
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|● | Contains
    a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer
    with respect to a violation to such duties or other requirements of securities laws;
|● | Contains
    a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the
    spread between the bid and ask price;                                     
|● | Contains
    a toll-free telephone number for inquiries on disciplinary actions;                                                                                                                                               
|● | Defines
    significant terms in the disclosure document or in the conduct of trading in penny stocks; and                                                                                                                     
|● | Contains
    such other information and is in such form, including language, type, size and format, as the SEC shall require by rule or regulation.                                                                            



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



Tax
Issues



Income
tax consequences in relation to the Common Shares will vary according to circumstances of each investor. Prospective investors should
seek independent advice from their own tax and legal advisers prior to investing in Common Shares of the Company.



Other
Risks and Uncertainties



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



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



|Item
                                            4 | Information
                                            on the Company
|-------------------------------------------------- | ----------------------------------------------------------------------



|A. | History
                                            and Development of the Company
|-- | ----------------------------------------------------------------------------------



Company
Name



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



15







Principal
Office



The
Company’s head office is located at 1130 West Pender Street, Suite 820, Vancouver, British Columbia, V6E 4A4. Its registered office
address is 595 Burrard Street, Suite 700, Vancouver, British Columbia, V7X 1S8.We do not have an agent in the United States. The Company’s
mailing address is 278 Bay Street, Suite 102, Thunder Bay, Ontario, P7B 102



Corporate
Information and Important Events



Red
Metal Resources Ltd. was incorporated under the Nevada Business Corporations Act on January 10, 2005, as Red Lake Exploration, Inc. On
August 27, 2008, the name of the Company was changed to Red Metal Resources Ltd. On February 10, 2021, the Company changed its corporate
jurisdiction from the State of Nevada to the Province of British Columbia by means of a process called a “conversion” under
the Nevada Revised Statutes and a “continuation” under the Business Corporations Act (British Columbia). Upon the
Company’s continuation to British Columbia, the Articles of Incorporation and Bylaws of the Company, under the Nevada Revised Statutes,
were replaced with the Articles of the Company, under the Business Corporations Act (British Columbia). The authorized capital
of the Company was amended to an unlimited number of common shares without par value.



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



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



The
Company is engaged in the business of mineral exploration in Chile with the objective to explore and, if warranted, develop mineral properties.
All of the Company’s mineral concessions are located in the Candelaria iron oxide copper-gold (IOCG) belt of the coastal cordillera,
in the Carrizal Alto Mining District, III Region of Atacama, Chile. The Company has three active copper-gold projects on two properties,
namely the Farellón and Perth Projects both located on the Carrizal Property, and the Mateo Project located on the Mateo Property.
In addition to holding these active properties, as an exploration company, the Company periodically stakes, purchases or options claims
to allow time and access to fully consider the geological potential of claims.



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



Consistent
with the Company’ historical practices, the Company’s management continues to monitor its costs in Chile by reviewing the
Company’s mineral claims to determine whether they possess the geological indicators to economically justify the capital to maintain
or explore them. As at the time of this Form 20-F, Polymet has six employees and engages independent consultants on as needed basis.
Most of the Company’s support - such as vehicles, office, and equipment - is supplied under short-term contracts. The only long-term
commitments that the Company has are for royalty payments on four of its mineral concessions - Farellón Alto 1 - 8, Quina 1 -
56, Exeter 1 - 54, and Che. These royalties are payable once exploitation begins. The Company is also required to pay property taxes
that are due annually on all the concessions that are included in its properties.



The
cost and timing of all planned exploration programs are subject to the availability of qualified mining personnel, such as consulting
geologists, geo-technicians and drillers, and drilling equipment. Although Chile has a well-trained and qualified mining workforce from
which to draw and few early-stage companies such as Red Metal are competing for the available resources, if the Company is unable to
find the personnel and equipment needed at the prices that were budgeted for the programs, the Company might have to revise or postpone
its exploration plans.



16







Capital
Expenditures



Due
to a lack of operating capital, during the fiscal years ended January 31, 2021 and 2020, the Company conducted no material exploratory
operations on any of its mineral properties; and it also did not increase its land holdings in Chile.



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



The
highlights of the first phase included the following:



| | ● | First
    hole on new zone intercepted six meters of vein with strong visible copper sulphides; further 1.5 km of untested strike length;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------
| | ● | All
    holes have intercepted visible copper sulphide mineralization and alteration associated with IOCG deposits; and                  
| | ● | Diamond
    drill core provided valuable alteration and structural information not seen in previous RC drilling.                         



As
of the date of this Annual Report on Form 20-F sampling is ongoing for drillholes and no visual estimates of grade have been made.



During
the year ended January 31, 2022, the Company spent a total of $232,569 on the Farellón Property Project.



If
the first phase continues to return positive results, a second phase drilling program would be conducted in order to complete an initial
mineral resource estimate.



Takeover
Offers



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



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



Additional
information can be found at the Company’s website at http://www.redmetalresources.com/



|B. | Business
                                            Overview
|-- | -------------------------------------------------------------



Nature
of Operations and Principal Activities



The
Company is engaged in the business of mineral exploration in Chile with the objective to explore and, if warranted, develop mineral properties.
All of the Company’s mineral claims are located in the Candelaria iron oxide copper-gold (IOCG) belt of the coastal cordillera
in the Carrizal Alto Mining District, III Region of Atacama, Chile. The Company has three active copper-gold projects on two properties,
namely the Farellón and Perth Projects both located on the Carrizal Property, and the Mateo Project located on the Mateo Property.
In addition to holding these active properties, as an exploration company, the Company periodically stakes, purchases or option claims
to allow time and access to fully consider the geological potential of claims.



The
Company’s flagship project, the Farellón Project, is a mid-stage exploration project consisting of eight exploitation concessions
totaling 1,234 hectares.



17







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



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



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



On
December 15, 2014, the Company entered into an option agreement with David Marcus Mitchell to earn 100% interest in a Quina 1-56 clam
(the “Quina Claim”). The Quina Claim covers 251 hectares and is centered at 310,063 east and 6,890,435 south UTM PSAD56
Zone 19 and is contiguous to the Farellón Property. Acquisition of the Quina Claim added approximately 2 kilometers of strike
length of the Farellón Veins. In order to acquire the 100% interest in the Quina Claim the Company paid a total of $150,000 in
combined stock and cash payments and completed the acquisition on December 15, 2018.



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



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



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



To
date the Company has not determined whether its claims contain mineral reserves that are economically recoverable and it has not produced
revenues from its principal business.



Principal
Market and Revenues



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



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



18







Seasonality
of our Business



The
Company’s mineral exploration activities are not subject to seasonal variation due to the year-round favorable weather conditions
in Chile.



Sources
and Availability of Raw Materials



The
raw materials for our exploration programs include camp equipment, hand exploration tools, sample bags, first aid supplies, groceries
and propane. All of these types of materials are readily available from a variety of local suppliers.



Marketing
Channels



We
do not currently have any market, as we have not yet identified any mineral resource on any of our properties that is of a commercially
exploitable quantity, and therefore do not currently engage in marketing activities.



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



In
conducting our business operations, we are not dependent on any patented or license processes, technology, industrial, commercial or
financial contract or new manufacturing processes.



Competitive
Conditions



The
mineral exploration business is an extremely competitive industry. We are competing with many other exploration companies looking for
minerals. We are one of the smallest exploration companies and a very small participant in the mineral exploration business. Being a
junior mineral exploration company, we compete with other similar companies for financing and joint venture partners, and for resources
such as professional geologists, camp staff, helicopters and mineral exploration contractors and supplies. We do not represent a competitive
presence in the industry.



Governmental
Regulations



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



If
the Company does not comply with applicable environmental and health and safety laws and regulations, it could be fined, enjoined from
continuing its operations, and suffer other penalties. Although the Company makes every attempt to comply with these laws and regulations,
it cannot provide assurance that it has fully complied or will always fully comply with them.



19







Environmental
and Safety Regulations and Risks



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



|C. | Organizational
                                            Structure
|-- | --------------------------------------------------------------------



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



|D. | Property,
                                            Plant and Equipment
|-- | -------------------------------------------------------------------------



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



The
Company’s secondary office is located at 278 Bay Street, Suite 102, Thunder Bay, ON P7B 1R8. The Company rents this location from
Fladgate Exploration Consulting Corporation (“Fladgate”), a company owned by Ms. Caitlin Jeffs and Mr. Michael Thompson,
who each hold 33% of Fladgate. During the nine-month period ended October 31, 2021, the Company paid $1,000 per month for this office.
At October 31, 2021, Fladgate agreed to forgive the accrued office rent fees, and as of the date of this Annual Report on Form 20-F,
the Thunder Bay office is provided to the Company free of charge. This space acts as the Company’s mailing address, and accommodates
our CEO and VP of Exploration, as well as provides geological support to the Chilean operations.



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



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



20







Overview
of Mineral Properties



Active
Properties



Through
a number of transactions since 2007, the Company has assembled its active mineral properties identified and further detailed in Figure
1 and Table 1, respectively, below as the Farellón Property, the Perth Property, and the Mateo Property:









Figure
1: Location and access to active properties (accessible by road from Vallenar)



21







Table
1 - Active Properties



|                     |  | Percentage,       |  | Hectares      
|-------------------- |  | ----------------- |  | --------------
|Property             |  | type
    of claim |  | Gross
    area
|Farellón             |  |                   |  |               
|Farellón Alto 1 – 8  |  | 100%, mensura     |  | 66            
|Quina 1 – 56         |  | 100%, mensura     |  | 251           
|Exeter 1 – 54        |  | 100%, mensura     |  | 235           
|Cecil 1 – 49         |  | 100%, mensura     |  | 228           
|Teresita             |  | 100%, mensura     |  | 1             
|Azucar 6 – 25        |  | 100%, mensura     |  | 88            
|Stamford 61 – 101    |  | 100%, mensura     |  | 165           
|Kahuna 1 – 40        |  | 100%, mensura     |  | 200           
|                     |  |                   |  | 1,234         
|                     |  |                   |  |               
|Perth                |  |                   |  |               
|Perth 1-36           |  | 100%, mensura     |  | 109           
|Rey Arturo 1-30      |  | 100%, mensura     |  | 276           
|Lancelot 1 1-27      |  | 100%, mensura     |  | 260           
|Galahad IA 1 44      |  | 100%, mensura     |  | 217           
|Camelot 1 53         |  | 100%, mensura     |  | 227           
|Percival 4 1 60      |  | 100%, mensura     |  | 300           
|Tristan II A 1 55    |  | 100%, mensura     |  | 261           
|Galahad IB 1 3       |  | 100%, mensura     |  | 10            
|Tristan II B 1 4     |  | 100%, mensura     |  | 7             
|Merlin IB 1 10       |  | 100%, mensura     |  | 38            
|Merlin A 1 48        |  | 100%, mensura     |  | 220           
|Lancelot II 1 23     |  | 100%, mensura     |  | 115           
|Galahad IC           |  | 100%, mensura     |  | 4             
|                     |  |                   |  | 2,044         
|Mateo                |  |                   |  |               
|Margarita            |  | 100%, mensura     |  | 56            
|Che 1 and Che 2      |  | 100%, mensura     |  | 76            
|Irene and Irene II   |  | 100%, mensura     |  | 60            
|                     |  |                   |  | 192           
|Overlapped claims(a) |  |                   |  | (10)          
|                     |  |                   |  |               



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



Carrizal
Property – Farellón And Perth Projects



Technical
Report



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



22







Property
Description and Location



The
Carrizal Property is located approximately 700 km north of Chile’s capital city of Santiago, in Region III, referred to as the
“Region de Atacama”. The Carrizal Property lies within the Carrizal Alto Mining District, straddling the border between Huasco
and Copiapo provinces, approximately 75 km northwest of the City of Vallenar, 150 km south of Copiapo, and 20 km west of the Pan-American
Highway (Figure 1). The centre of the Carrizal Property is situated at coordinates 308750 mE and 6895000 mN (PSAD56 UTM Zone 19, Southern
Hemisphere).



The
Carrizal Property has historically been subdivided into two separate projects, namely the Perth and Farellón project areas, representing
roughly the northern and southern halves of the Carrizal Property, respectively. The Carrizal Property consists of 21 exploitation concessions
(‘mensuras’). The Carrizal Property covers a total area of 3,278 hectares (2,044 ha in the Perth Project and 1,234 ha in
the Farellón Project) (Figures 2, 3 and 4).









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



23











Figure
3- Claims in the southern portion of the Carrizal Property referred to as the Farellón Project area









Figure
4- Claims in the northern portion of the Carrizal Property referred to as the Perth Project area



24







Accessibility



The
Carrizal Property is readily accessible from the City of Vallenar, Chile, via both paved and well-maintained dirt roads. Access is primarily
gained by taking the Pan-American highway (Ruta 5) north from Vallenar to the Carrizal turn-off (approximately 20 km north). From the
turn-off, a well-maintained dirt road runs to the CMP Cerro Colorado iron mine and continues to Canto del Agua and towards Carrizal Alto.
From this route, a dirt side road then leads directly to the Carrizal Property (Figure 1).



Title/Interest



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



Surface
Rights and Legal Access



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



Other
Land Tenure Agreements



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



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



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



Pursuant
to Mining Royalty Agreements dated July 29, 2020 (“Mining Royalty Agreements’), Polymet offered royalties to each
of Richard Jeffs, Caitlin Jeffs and Joao (John) da Costa (each a “Royalty Holder”) for total aggregate consideration
of USD$5,000. The Mining Royalty Agreements have not been finalized in accordance with Chilean law in part due to the current
COVID restrictions preventing the parties from executing the agreement under applicable Chilean Law. Upon finalization according to Chilean
law, any future royalties arising from the sale of mineral and other materials from the mining properties listed in the table below located
in Chile (collectively, the “Carrizal Property”) will be payable to each of the Royalty Holders in accordance with
the terms of their respective Mining Royalty Agreements. The royalty payments are only payable as soon as Polymet initiates or restarts
the operation, exploitation, and consequent sale of mineral and other materials from the Properties.



25







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



|Property                    |  | Richard
    Jeffs,
    Major
    Shareholder(1) |  | Caitlin
    Jeffs,
    CEO
    and
    Director(1) |  | Joao
    da Costa,
    CFO
    and
    Director(1) |  | Cecilia
    Alday |  | David
    Mitchell |  | Minera
    Stamford S.A.
|--------------------------- |  | ----------------------------------------------- |  | -------------------------------------------------- |  | -------------------------------------------------- |  | ----------------- |  | ------------------ |  | ------------------------
|Farellón
    Alto 1 - 8 (2) |  | 0.75                                            |  | 0.45                                               |  | 0.30                                               |  | 1.5               |  |                    |  |                         
|Cecil
    1 - 49            |  | 1.25                                            |  | 0.75                                               |  | 0.50                                               |  |                   |  |                    |  |                         
|Azúcar
    6 - 25           |  | 1.25                                            |  | 0.75                                               |  | 0.50                                               |  |                   |  |                    |  |                         
|Kahuna
    1 - 40           |  | 1.25                                            |  | 0.75                                               |  | 0.50                                               |  |                   |  |                    |  |                         
|Stamford
    61 - 101       |  | 1.25                                            |  | 0.75                                               |  | 0.50                                               |  |                   |  |                    |  |                         
|Teresita                    |  | 1.25                                            |  | 0.75                                               |  | 0.50                                               |  |                   |  |                    |  |                         
|Quina
    1 - 56 (3)        |  | 0.75                                            |  | 0.45                                               |  | 0.30                                               |  |                   |  | 1.5                |  |                         
|Exeter
    1 - 54(4)        |  | 0.75                                            |  | 0.45                                               |  | 0.30                                               |  |                   |  |                    |  | 1.5                     
|Perth
    1 - 36            |  | 1.25                                            |  | 0.75                                               |  | 0.50                                               |  |                   |  |                    |  |                         
|Rey
    Arturo 1 - 30       |  | 1.25                                            |  | 0.75                                               |  | 0.50                                               |  |                   |  |                    |  |                         
|Lancelot
    II 1 - 40      |  | 1.25                                            |  | 0.75                                               |  | 0.50                                               |  |                   |  |                    |  |                         
|Lancelot
    1 1 - 27       |  | 1.25                                            |  | 0.75                                               |  | 0.50                                               |  |                   |  |                    |  |                         
|Merlin
    IB 1 - 10        |  | 1.25                                            |  | 0.75                                               |  | 0.50                                               |  |                   |  |                    |  |                         
|Merlin
    I A 1 - 48       |  | 1.25                                            |  | 0.75                                               |  | 0.50                                               |  |                   |  |                    |  |                         
|Tristan
    II B 1 - 4      |  | 1.25                                            |  | 0.75                                               |  | 0.50                                               |  |                   |  |                    |  |                         
|Galahad
    IA 1 - 44       |  | 1.25                                            |  | 0.75                                               |  | 0.50                                               |  |                   |  |                    |  |                         
|Camelot
    1 - 60          |  | 1.25                                            |  | 0.75                                               |  | 0.50                                               |  |                   |  |                    |  |                         
|Galahad
    I C 1 - 60      |  | 1.25                                            |  | 0.75                                               |  | 0.50                                               |  |                   |  |                    |  |                         
|Tristan
    II A 1 - 60     |  | 1.25                                            |  | 0.75                                               |  | 0.50                                               |  |                   |  |                    |  |                         
|Galahad
    I B 1 - 3       |  | 1.25                                            |  | 0.75                                               |  | 0.50                                               |  |                   |  |                    |  |                         
|Percival
    4 1 - 60       |  | 1.25                                            |  | 0.75                                               |  | 0.50                                               |  |                   |  |                    |  |                         



Notes:



|(1) | Each
    of the NSR’s to Richard Jeffs, Caitlin Jeffs and Joao da Costa will be paid quarterly once commercial exploitation begins and
    will be paid on gold, silver, copper and cobalt sales. If, within two years, the Company does not commence commercial exploitation
    of the mineral properties, an annual payment of USD$10,000 per Royalty Holder will be paid. Pursuant to Chilean law, this
    agreement is not fully complete until registered against the land title in Chile.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Farellón
    Alto 1 – 8 is subject to a royalty in favor of Cecilia Alday Limitada equal to 1.5% of the net smelter return that Polymet
    receives from the property to a maximum of USD$600,000. The royalty is payable monthly and is subject to a monthly minimum
    of USD$1,000 when Red Metal starts selling any minerals it extracts from the property.                                                                                                                                
|(3) | Red
    Metal has the right to buy out the royalty for a one-time payment of USD$1,500,000.                                                                                                                                                                                                                                                                                                                                                                                                      
|(4) | Red
    Metal has the right to buy out the royalty for a one-time payment of USD$750,000.                                                                                                                                                                                                                                                                                                                                                                                                        



Mineral
Tenure



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



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



26







Pedimento



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



Manifestacion



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



Mensura



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



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



Due
to the complicated nature of the land tenure system in Chile, Red Metal has engaged a land tenure specialist who sends a monthly report
on the status of all claims in the areas we are working in. This report includes a list of any new concessions in our area along and
any obligation on our part to notify new concession holders of our existing concessions.



Environmental
Liabilities



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



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



27







Exploration
History



Introduction
and Regional History



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



The
Carrizal Alto Mine area is located within this prolific Coastal Cordilleran range, in the Atacama III Region of northern Chile, between
Copiapo and Vallenar. Historical records indicate that copper mining commenced at Carrizal Alto in the 1820s and continued on a significant
scale mostly by British companies until 1891, when disastrous flooding occurred and mines closed. The historical reports indicate that
the larger mines were obtaining good grades over significant widths in the bottom workings at the time of closure. Very little information
regarding mining has survived, but there is a small amount of historical data located in the SERNAGEOMIN National Archives in Santiago,
Chile. Up until 1891, mining at the Carrizal Alto Mine site produced over 3 million tonnes of Cu ore, grading between 5 and 15% copper
(National Archives in Santiago, Chile). There was also a large quantity of direct shipping ore at 12% copper. At one time there was a
considerable body of tailings present to support these figures, however this material has been reprocessed and depleted due to the high
prices of gold and copper over the last few years.



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



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



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



Farellón
Project Area



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



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



28







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



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



|Sample |  |                   |  | Length |  | Grade
|------ |  | ----------------- |  | ------ |  | -----
|Number |  | Vein              |  | (m)    |  | Cu   
|1      |  | Veta
    Pique    |  | 2.5    |  | 1.8  
|2      |  | Veta
    Pique    |  | 2.45   |  | 6.9  
|3      |  | Veta
    Pique    |  | 3      |  | 3    
|4      |  | Veta
    Pique    |  | 1      |  | 1.2  
|5      |  | Veta
    Naciente |  | 2      |  | 2.4  
|6      |  | Veta
    Naciente |  | 1.8    |  | 3    
|7      |  | Veta
    Pique    |  | 1.7    |  | 1.7  
|8      |  | Veta
    Naciente |  | 0.8    |  | 1.6  
|Total* |  |                   |  | 1.8    |  | 2.1  



*The arithmetic average for the total in the table excludes Sample 2.
Derived from the 1963 report in the Sernageomin files, National Archives, Chile.



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



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



A
reverse circulation drilling program of 33 holes totaling 6,486 m was completed between 1996 and 1997 targeting the shear zone on the
Azucar property by the JV between Minera Stamford and Metalsearch. Twenty-two (22) of these holes were located within the Farellón
Project area, representing a total of 3918 m. Drill holes were placed at irregular intervals along the mineralized shear zone, and the
holes were sampled at regular 1 m intervals along their entire length. Results of this drill campaign confirmed the consistent presence
of mineralization in the shear zone, to a vertical depth of ~200 m. The highest gold concentration was 21.03 g/t Au, the highest
copper result was 9.21% Cu, and the highest cobalt result was 0.58% Co (all of these results are over 1 m intervals).



29







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



|                |  | UTM
    Coordinates |  |          |  |                   |  |                
|--------------- |  | ------------------- |  | -------- |  | ----------------- |  | ---------------
|Hole
    Number |  | Easting             |  | Northern |  | Elevation
    (m) |  | Azimuth
    (°)
|FAR-96-06       |  | 308962.3            |  | 6888011  |  | 573               |  | 110            
|FAR-96-07       |  | 308954.2            |  | 6888059  |  | 560               |  | 110            
|FAR-96-09       |  | 309131.2            |  | 6888706  |  | 552               |  | 95             
|FAR-96-010      |  | 309167.3            |  | 6888980  |  | 557               |  | 112            
|FAR-96-011      |  | 309155.5            |  | 6888870  |  | 565               |  | 102            
|FAR-96-013      |  | 309092.8            |  | 6888659  |  | 540               |  | 110            
|FAR-96-014      |  | 309131.5            |  | 6888703  |  | 552               |  | 90             
|FAR-96-015      |  | 309155              |  | 6888867  |  | 565               |  | 90             
|FAR-96-016      |  | 309128.3            |  | 6888882  |  | 565               |  | 111            
|FAR-96-017      |  | 309165.4            |  | 6888979  |  | 557               |  | 90             
|FAR-96-018      |  | 309181              |  | 6889026  |  | 562               |  | 115            
|FAR-96-019      |  | 309180              |  | 6889026  |  | 562               |  | 90             
|FAR-96-020      |  | 309138.7            |  | 6888640  |  | 553               |  | 140            
|FAR-96-021      |  | 309137.9            |  | 6888641  |  | 553               |  | 90             
|FAR-96-022      |  | 309086.1            |  | 6888591  |  | 564               |  | 131            
|FAR-96-023      |  | 309085.3            |  | 6888601  |  | 564               |  | 90             
|FAR-96-024      |  | 309057.6            |  | 6888503  |  | 544               |  | 110            
|FAR-96-025      |  | 309056.6            |  | 6888503  |  | 544               |  | 90             
|FAR-96-026      |  | 309029.9            |  | 6888387  |  | 544               |  | 140            
|FAR-96-027      |  | 309029.3            |  | 6888387  |  | 544               |  | 90             
|FAR-96-028      |  | 309337.5            |  | 6889279  |  | 500               |  | 112            
|FAR-96-029      |  | 309336.5            |  | 6889280  |  | 500               |  | 90             
|Total           |  |                     |  |          |  |                   |  |                



Table
provided by Red Metal Resources Ltd.



30







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





|               |     | Significant
    Interval (m) |     | Assay
    Results
|-------------- | --- | ---------------------------- | --- | -----------------
|Drill
    Hole |     | From                         |     | To               
|FAR-96-06      |     | 49                           |     | 54               
|FAR-96-07      |     | 25                           |     | 34               
|FAR-96-09      |     | 57                           |     | 84               
|FAR-96-010     |     | 31                           |     | 36               
|FAR-96-011     |     | 20                           |     | 26               
|FAR-96-013     |     | 86                           |     | 93               
|FAR-96-014     |     | 77                           |     | 83               
|FAR-96-015     |     | 59                           |     | 79               
|               | 99  |                              | 109 |                  
|FAR-96-016     |     | 24                           |     | 26               
|               | 64  |                              | 70  |                  
|FAR-96-020     |     | 14                           |     | 16               
|               | 39  |                              | 43  |                  
|FAR-96-021     |     | 22                           |     | 25               
|FAR-96-022     |     | 29                           |     | 39               
|FAR-96-022     |     | 100                          |     | 108              
|FAR-96-023     |     | 50                           |     | 53               
|               | 59  |                              | 64  |                  
|               | 132 |                              | 147 |                  
|FAR-96-024     |     | 33                           |     | 36               
|FAR-96-025     |     | 65                           |     | 85               
|FAR-96-028     |     | 55                           |     | 58               
|FAR-96-029     |     | 30                           |     | 34               



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



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



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



31







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



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



|                |  | UTM
    Coordinates |  |           |  |                   |  |                 |  |             
|--------------- |  | ------------------- |  | --------- |  | ----------------- |  | --------------- |  | ------------
|Hole
    Number |  | Easting             |  | Northern  |  | Elevation
    (m) |  | Azimuth
    (°) |  | Dip
    
(°)
|FAR-09-A        |  | 309,086             |  | 6,888,591 |  | 550               |  | 131             |  | -65         
|FAR-09-B        |  | 309,125             |  | 6,888,709 |  | 560               |  | 95              |  | -65         
|FAR-09-C        |  | 309,127             |  | 6,888,922 |  | 555               |  | 105             |  | -65         
|FAR-09-D        |  | 308,955             |  | 6,888,696 |  | 539               |  | 95              |  | -65         
|FAR-09-E        |  | 309,133             |  | 6,888,645 |  | 551               |  | Vertical        |  | -90         
|Total           |  |                     |  |           |  |                   |  |                 |  |             



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



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





|DI9:P21rill          |           | Assay
    Interval (m) |     | Assay
    Grade
|-------------------- | --------- | ---------------------- | --- | ---------------
|Hole
    
    Number |           |                        |     | From           
|FAR-09-A             |           |                        |     | 32             
|                     |           |                        | 97  |                
|                     | including |                        | 103 |                
|FAR-09-B             |           |                        |     | 56             
|                     | including |                        | 60  |                
|                     |           |                        | 75  |                
|FAR-09-C             |           |                        |     | 77             
|FAR-09-D             |           |                        |     | 95             
|                     | including |                        | 95  |                
|FAR-09-E             |           |                        |     | 25             
|                     |           |                        | 65  |                



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



32







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



Collar
locations and azimuths for the 2011 drilling were surveyed using a handheld GPS. The Company used a magnetic REFLEX EZ-TRAC instrument
to complete downhole surveys using a digital remote gyroscope. Downhole surveys were completed on all 11 drill holes from the 2011 program
every 50-100 m downhole so most drill holes had at least three readings taken along with the one at the surface. Due to the high magnetic
susceptibility of the subsurface, the azimuth reading and the magnetic readout gave inaccurate readouts. Therefore, only the downhole
dip could be recorded with any level of confidence. The significant assays are reported as core lengths as the true width of the mineralized
zone was not established.



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



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



33







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





|Drill
    hole Number |           |                                                 |      | Assay
    Interval (m) |    | Assay
    Grade
|--------------------- | --------- | ----------------------------------------------- | ---- | ---------------------- | -- | ---------------
|                      |           |                                                 | From |                        | To |                
|FAR-11-001            |           |                                                 |      | 36                     |    | 49             
|                      | including |                                                 | 36   |                        | 44 |                
|FAR-11-002            |           | Zone
    faulted off, no significant intercepts
|FAR-11-003            |           |                                                 |      | 150                    |    | 155            
|FAR-11-004            |           |                                                 |      | 141                    |    | 145            
|FAR-11-005            |           |                                                 |      | 124                    |    | 133            
|                      |           | Hole
    lost in mineralization                
|FAR-11-006            |           |                                                 |      | 80                     |    | 112            
|FAR-11-007            |           |                                                 |      | 64                     |    | 70             
|FAR-11-008            |           |                                                 |      | 98                     |    | 102            
|FAR-11-009            |           |                                                 |      | 202                    |    | 211.55         
|FAR-11-010            |           |                                                 |      | 179.13                 |    | 183            
|FAR-11-011            |           |                                                 |      | 54                     |    | 56             



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



All
significant intercepts from the 2011 drilling program were dominated by supergene oxide mineralization from surface to ~150 m depth.
Sulfide mineralization was minimal within this shallow depth range, becoming more abundant as the transition to the hypogene zone approached
below ~150 m depth. This transition zone was highly variable depending on faulting, groundwater flow pathways, and variable elevation.
Below 150 m, hypogene conditions dominated, resulting in abundant sulfide mineralization, as seen in drill holes FAR-11-003 (177-182
m), FAR-11-009 (202-211.55 m), and FAR-11-010 (179.13-183 m). Supergene mineralization was dominated by malachite, chrysocolla, and copper±gold
within goethite and limonite iron oxides. Alteration haloes were associated with supergene mineralization such as carbonate, limonite,
hematite, goethite, and manganese oxide. Other alteration minerals were present, such as chlorite, epidote, actinolite, biotite, and
sericite, however these minerals were not related to the supergene mineralization.



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



34







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



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



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



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



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



Table
11 - Level 7 sampling



|70
    metre Level Sampling*
|----------------------------
|Gold
    (ppm)              
|n/a                         
|n/a                         
|2.2                         



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



35







The
Kahuna concession (part of the Farellón Project area) was historically held by Vector Mining, a private company, and optioned
to Catalina Resources PLC (Catalina), a private UK registered mineral exploration company. Catalina conducted a geophysical exploration
program in order to determine whether the mineralized structures to the northeast, exploited in the Carrizal Alto mine, extended into
the Kahuna area, to determine whether any such structures were associated with possible sulfide mineralization, and to define drill targets
for a subsequent phase of work. The survey area was traversed in detail and a geological map was prepared showing all the different lithologies
and previous mine workings. Two target areas were defined; one within the diorite intrusive hosting the high-grade mineralization at
the old Carrizal Alto mine, the other in the surrounding metamorphic sediments. Two ground geophysical surveys (induced polarisation
(IP) and magnetometry) were completed May 2007, confirming the continuity of the mineral-bearing structures between Carrizal Alto and
the Kahuna area, allowing for the definition of sites for follow-up drilling.



The
ground magnetic survey was completed on a grid measuring 1.2 km by 3.2 km. A total of 70 km were surveyed on lines spaced 50 m apart.
In the IP survey a total of 27 km of data were acquired with a gradient array. Three one km lines were surveyed in a more detailed follow-up
survey with a multi-array consisting of both pole-dipole and multi-bipole gradient array. The principal orientation of the shear zones
was confirmed to be to the northeast towards Carrizal Alto where similar structures were exploited previously for copper and cobalt.
However, there are also several trends to the northwest interpreted to be fault zones that offset the mineralized shear zones slightly.
A north-south trend is probably due to dykes. A strong IP anomaly was located in the western portion of the survey area. The IP anomaly
correlated with a shallow strongly conductive zone known to be associated with mineralization developed on the margin of the intrusive
and exposed in shallow workings. Despite positive results warranting further attention, Catalina eventually dropped the option to the
Kahuna Property, and it returned to Vector Mining.









Figure
5 - Drill hole collar locations on the Carrizal Property
(Geology based on Arevelo and Welkner, 2003; figure supplied by Red Metal).



36







Perth
Project Area



The
northern concessions of the Carrizal Property have historically been called the Perth Project. There are numerous artisanal workings
throughout this section of the Carrizal Property. The Puenta Negra Mine area contains the Argentina and Dos Amigos veins, with the most
significant workings on the property occurring at the Argentina shaft (Figure 6). Unfortunately, no historic mining records have been
located for the Argentina and Dos Amigos veins.



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



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









Figure
6 - Argentina Shaft and Headframe in the northern Perth Project Area



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



37







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



Historical
Resource Estimates and Production



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



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



Table
12 -“Positive Ore”



|                   |  | Tons       | Grade
|------------------ |  | ---------- | -----
|                   |  | Cu
    (%) |      
|Veta
    Pique*    |  | 5,849      |      
|Veta
    Naciente* |  | 6,817      |      
|Total              |  | 12,666     |      



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



Table
13 -“Waste”



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



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



Table
14 -“Extractions”



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



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

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



38







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



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



Geological
Setting



Regional
Geology



Chile
is divided into three major physiographic units running north-south, namely the Coastal Cordillera, Central Valley (also termed the Central
Depression), and the High Cordillera (Andes). The Carrizal Property lies within the Coastal Cordillera, on the western margin of Chile
(Figure 7).



There
are five main geological units within the Coastal Cordillera, including, (1) early Cretaceous back-arc basin marine carbonates (east);
(2) late-Jurassic to early-Cretaceous calc-alkaline volcanic arc rocks (central); (3) early-Cretaceous Coastal batholith (west) (Marschik,
2001); (4) the Atacama fault zone (west) (Marschik, 2001); and, (5) Paleozoic basement metasedimentary rocks along the western margin
(Hitzman, 2000). Many of these geological units are shown in Figure 7.



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



Local
Geology



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



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



Property
Geology



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



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



39







Mineralization



The
Carrizal Property occurs within the Central Andean IOCG Province (Sillitoe, 2003; Figure 7). Vein type, plutonic-hosted IOCG deposits
such as Carrizal Alto and by extension the contiguous Carrizal Property, are characterized by a distinct mineralogy that includes not
only copper and gold but also cobalt, nickel, arsenic, molybdenum, and uranium (Sillitoe, 2003; Clark, 1974). All of the IOCG deposits
in the region are partially defined by their iron content in the form of either magnetite or hematite (Sillitoe, 2003).









Figure
7 - The Central Andean IOCG Province of northern Chile (Sillitoe, 2003).

The
Carrizal Alto Mine, directly adjacent to the Carrizal Property, is highlighted (red) for reference.



40







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



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

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



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



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



Deposit
Types



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



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



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



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



41







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



Exploration



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



Drilling



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



2022
Drilling Program on Farellón Alto



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



Highlights



|● | First
    hole on new zone intercepted six meters of vein with strong visible copper sulphides; further 1.5 km of untested strike length;
|- | -----------------------------------------------------------------------------------------------------------------------------------------
|● | All
    holes have intercepted visible copper sulphide mineralization and alteration associated with IOCG deposits; and                  
|● | Diamond
    drill core provided valuable alteration and structural information not seen in previous RC drilling.                         



Diamond
Drilling



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



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



42







Table
15 - Summary of holes(1)



|Drillhole  |  | Target             |  | Length |  | Highlights                                                                                                              
|---------- |  | ------------------ |  | ------ |  | ------------------------------------------------------------------------------------------------------------------------
|FAR-22-012 |  | Farellón
    North |  | 143    |  | 9
    metre zone with visible copper sulphide mineralization, infill gap in historic drilling                           
|FAR-22-013 |  | Farellón
    North |  | 170    |  | Extending
    known mineralization down dip by ~50 m, 23 metre zone of quartz/calcite veining with copper sulphides     
|FAR-22-014 |  | Farellón
    North |  | 158    |  | Step
    out ~100m along strike                                                                                         
|FAR-22-015 |  | Farellón
    North |  | 266    |  | Down
    dip from FAR-22-014                                                                                            
|FAR-22-016 |  | Farellón
    North |  | 286    |  | Extend
    known mineralization to 196 metres vertical depth                                                            
|FAR-22-017 |  | Farellón
    South |  | 326    |  | Mineralized
    breccia zone at 236-243 m                                                                               
|FAR-22-018 |  | Farellón
    South |  | 293    |  | Multiple
    zones of disseminated chalcopyrite mineralization and intense IOCG associated alteration                   
|FAR-22-019 |  | Farellón
    North |  | 188    |  | 85-91
    m brecciated quartz veining with strong chalcopyrite mineralization                                           
|FAR-22-020 |  | New
    Zone       |  | 182    |  | 142-147.6
    m quartz calcite vein with strong chalcopyrite mineralization and actinolite, iron and sericite alteration



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



New
Zone Drill Tested



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



Table
16 - Historic 2012 surface sampling on new zone



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



As
of the date of this Annual Report on Form 20-F sampling is ongoing for drillholes and no visual estimates of grade have been made.



Sample
Preparation, Analysis, and Security



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



43







Data
Verification



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



A
description of the samples is provided in Table 17 and assay results in Table 18. Assays from grab rock samples collected on the Carrizal
Property confirmed the presence of copper (oxide and sulfide phases), gold, silver, and cobalt. In the opinion of the QP, this verification
data was adequate for the purpose of the Technical Report to provide an independent review of the Company’s Carrizal Property and
verify the validity of the historical database.



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



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



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



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



44







Northern
Section of the Farellón Project Area



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









Figure
8 - North Mine portal access









Figure
9- Mineralized rocks from underground at the North Mine, Level 7



Assays
from samples FN-01 through FN-04 range from 0.16 to 1.56 ppm Au, 10.1 to 28.5 ppm Ag, 2.74 to 7.15% Cu(T); the copper was mainly in sulfide
form (e.g. chalcopyrite). The highest concentration of gold and silver were from sample FN-04 which also had the highest sulfide copper
concentration. Analyses for cobalt, using the peroxide fusion method, returned concentrations ranging from 0.21% to 1.74% Co.



45







Southern
Section of the Farellón Project Area



Sample
FS-01 was collected from a small stockpile near the old workings of the South Mine which had been exposed to the elements for a number
of years. This sample was heavily oxidized and contained copper oxides including cuprite, malachite and azurite (supergene zone). Sample
FS-02 was collected from the east wall of the south drift in the South Mine Exploration Portal. This sample contained chalcocite, chrysocolla,
malachite, and azurite (enriched supergene zone).









Figure
10 - Old south mine workings on the Farellón Project area looking north

Assays
from sample FS-01 reflect its high copper oxide content reporting 10.62% Cu(T) and averaging 10.70% Cu between the two assay methods
used for copper. This sample contained the highest gold concentration at 3.49 ppm Au and assayed 0.05% Co. Sample FS-02 contained 3.54%
Cu(T), with relatively low sulfide copper (enriched supergene zone), and 0.23% Co.









Figure
11- Main mineralization structure from underground exploratory workings in the South Mine and the site of rock sample
FS-02



46













Figure
12 - Mining personnel standing in front of the South Mine exploration portal in the Farellón Project area



Mineral
Processing and Metallurgical Testing



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



Mineral
Resource Estimates



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



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



47







Mateo
Property



Property
Description and Location



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



Accessibility



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



Geology
and Mineralization



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



Exploration
History



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



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



Drilling



No
drilling has been completed on the Mateo Property.



Sampling,
Analysis and Data Verification



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



48







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



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



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



Mineral
Processing and Metallurgical Testing



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



Mineral
Resource Estimates



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



|Item
                                            4A | Unresolved
                                            Staff Comments
|--------------------------------------------------- | ---------------------------------------------------------------------



Not
applicable.



49







|Item
                                            5 | Operating
                                            and Financial Review and Prospects
|-------------------------------------------------- | ----------------------------------------------------------------------------------------



The
following discussion and analysis of financial condition and results of operations should be read in conjunction with the information
contained in the Company’s annual audited consolidated financial statements and the notes thereto for the years ended January 31,
2022 and 2021 included in this Annual Report on Form 20-F. Such discussion and analysis is based upon our annual audited consolidated
financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”).



|A. | Operating
                                            Results
|-- | -------------------------------------------------------------



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



Year
Ended January 31, 2022 Compared to Year Ended January 31, 2021



During
the year ended January 31, 2022, the Company reported a net loss of $1,622,000 as compared to net loss of $210,654 the Company incurred
during the year ended January 31, 2021. The Company’s total operating expenses during the year ended January 31, 2022, were $1,520,118,
an increase of $1,162,548 as compared to $357,570 the Company reported for the year ended January 31, 2021. The largest factor that contributed
to the increase in operating expenses was attributed to $327,070 the Company recognized in share-based compensation associated with options
to acquire up to 1,750,000 shares the Company granted to its directors, officers, and consultants from its rolling stock option plan
that was adopted on July 13, 2021. The Company’s professional fees increased by $151,737, from $161,942 incurred during the year
ended January 31, 2021, to $313,679 the Company incurred during the year ended January 31, 2022. This increase was mainly associated
with legal fees required to assist the Company with preparing the documents required for continuation from Nevada to British Columbia
and to carry out an Annual Special Meeting of the Company’s shareholders, to assist the Company with listing its common shares
on the CSE through a filing of non-offering prospectus (the “Prospectus”), and other day-to-day legal advice. The Company’s
mineral and exploration expenses increased by $300,397, from $7,272 incurred during the year ended January 31, 2021, to $307,669 incurred
during the year ended January 31, 2022. The higher mineral exploration expenses during the year ended January 31, 2022, were associated
with the payment of 2020/21 and 2021/22 property taxes on all Company’s mineral exploration projects, as well as with the costs
associated with drilling program on the Farellón Alto 1-8 concession which commenced on January 25, 2022, and was finalized subsequent
to the year ended January 31, 2022.



During
the year ended January 31, 2022, the Company incurred $214,008 in consulting fees to its management, the companies controlled by them,
and to external consultants (2021 - $71,673). The Company’s regulatory fees increased by $36,126, from $25,905 incurred during
the year ended January 31, 2021, to $62,031 incurred during the year ended January 31, 2022. The higher regulatory fees during the current
period were associated with the extra filing and regulatory fees associated with the Unit and Receipt Offerings, as well as with the
filing of the Prospectus to list the Company’s shares on the CSE.



The
Company’s general and administrative expenses increased by $188,458 to $230,582 during the year ended January 31, 2022, as compared
to $42,124 incurred during the comparative period ended January 31, 2021. The increase was associated mostly with the Company’s
investor relation activities of $177,357 (2021 - $955), and with increased value added tax, which, for the year ended January 31, 2022,
totaled $9,717 (2021 - $1,012). In addition, the Company spent $17,787 on its office expenses, $16,189 on administrative fees, $5,528
on automobile expenses and $3,784 on bank charges (2021 - $11,630, $21,363, $3,392 and $3,143, respectively).



50







The
salaries paid to the staff employed through the Company’s Chilean subsidiary increased by $9,914, to $47,419 from $37,505 incurred
during the year ended January 31, 2021.



In
addition to the regular business operating expenses, the Company’s overall net loss for the year ended January 31, 2022, was effected
by $118,144 in interest payable on the notes payable the Company issued to its related parties (2021 - $105,766), which was in part offset
by $2,404 gain on foreign exchange fluctuations (2021 - $2,811 loss) and $13,858 forgiveness of debt (2021 - $255,493).



During
the year ended January 31, 2021, the Company entered into an agreement with its former legal representative in Chile (the “Debt
Holder”) whereby the Debt Holder agreed to forgive the amounts the Company owed to him for unpaid salaries, being $169,940 (101,385,974
pesos), and a total of $34,030 (20,302,303 pesos) the Company owed under 8% notes payable, in exchange for $53,408 (USD$40,000), of which
$28,128 (USD$25,000) the Company paid on August 10, 2020, and $18,981 (USD$15,000) on September 9, 2021. In addition, during the year
ended January 31, 2021, the Company recorded $102,465 as forgiveness of debt associated with reversal of an old debt which exceeded the
statute of limitations as promulgated under Chilean Laws. These transactions resulted in a total gain on forgiveness of debt of $255,493
(of which $2,466 is attributed to effect of foreign currency translation).



|B. | Liquidity
                                            and Capital Resources
|-- | ---------------------------------------------------------------------------



As
of January 31, 2022, we had a cash balance of $474,317, working capital of $379,864 and cash used in operations totaled $1,104,915 for
the year then ended.



Our
ability to continue as a going concern is dependent upon our ability to generate future profitable operations and/or to obtain the necessary
financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. We did not generate
cash flows from our operating activities to satisfy the cash requirements for the year ended January 31, 2022. The amount of cash that
the Company has generated from its operations to date is significantly less than its current and long-term debt obligations, including
the debt under long-term notes and advances payable to related parties. To service our debt and finance our operations, we have relied
mainly on attracting cash through debt or equity financing. The continued volatility in the financial equity markets may make it difficult
to continue to raise funds by equity private placements. There is no assurance that we will be successful with our financing ventures.





During the year ended January 31, 2022, the
Company supported its operation mainly through cash generated from equity financing. On May 17, 2021, the Company closed a
non-brokered private placement by issuing 3,849,668 units at a price of $0.15 per unit (each a “Unit”) for gross
proceeds of $577,450 (the “Unit Offering”). The Company raised further $969,131 by issuing 6,460,872 subscription
receipts (each a “Subscription Receipt”) from its non-brokered private placement of subscription receipts, which the
Company closed on June 15, 2021. For more information, please refer to the Note 12 of our consolidated financial statements
included in Item 18of this Annual Report on Form 20-F.



The
funds raised in the Unit Offering and SR Offering are being used for financing the 2022 Drilling Program on Farellon Alto 1-8 concession
and to support the Company’s day-to-day operations.



Table
20 details the remaining contractual maturities of the Company’s financial liabilities as of January 31, 2022.



51







Table
20 -Contractual maturities of financial liabilities as at January 31, 2022



|                                         |  | Within 1 year |         |  | 1-5 years |   |           | 5+ years | 
|---------------------------------------- |  | ------------- | ------- |  | --------- | - | --------- | -------- | 
|Accounts payable and accrued liabilities |  | $             | 190,146 |  |           | $ | -         |          | 
|Amounts due to related parties           |  |               | 57,254  |  |           |   | 159,513   |          | 
|Loans payable(1)                         |  |               | -       |  |           |   | 1,684,462 |          | 
|Withholding taxes payable                |  |               | -       |  |           |   | -         |          | 
|                                         |  | $             | 247,400 |  |           | $ | 1,843,975 |          | 



(1)Payments denominated in foreign currencies have been translated using the January 31, 2022, exchange rate.



Table
21 presents the long-term contractual obligations and commitments notwithstanding financial liabilities included in Table 20:



Table
21 - Contractual Obligations



|                                      |  | Total USD$ |         |  | Within 1 year USD$ |   |        | 1-5 years USD$ |  |   | 5+ years USD$ | 
|------------------------------------- |  | ---------- | ------- |  | ------------------ | - | ------ | -------------- |  | - | ------------- | 
|Farellón royalty                      |  | $          | 600,000 |  |                    | $ | -      |                |  | $ | -             | 
|Quina royalty (see discussion below)  |  |            | -       |  |                    |   | -      |                |  |   | -             | 
|Exeter royalty (see discussion below) |  |            | -       |  |                    |   | -      |                |  |   | -             | 
|Che royalty                           |  |            | 100,000 |  |                    |   | -      |                |  |   | -             | 
|Mineral property taxes                |  |            | 35,000  |  |                    |   | 35,000 |                |  |   | 35,000        | 
|                                      |  | $          | 735,000 |  |                    | $ | 35,000 |                |  | $ | 35,000        | 



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



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



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



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



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



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



Not
applicable.



52







| | D. | Trend
                                            Information
| | -- | -------------------------------------------------------------



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



| | E. | Critical
                                            Accounting Estimates
| | -- | -------------------------------------------------------------------------



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



| | Item
                                            6 | Directors,
                                            Senior Management and Employees
| | -------------------------------------------------- | --------------------------------------------------------------------------------------



| | A. | Directors
                                            and Senior Management
| | -- | ---------------------------------------------------------------------------



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



|Name
    Office Held Age                                                                             |  | Area
    of Experience and Functions in Our Company                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|---------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Caitlin
    Leigh Jeffs
    Director,
    Chief Executive Officer, President, and Secretary 
Age: 45 |  | Ms.
    Jeffs has been a director of our company since October 2, 2007, and our Chief Executive Officer, President, and Secretary since April
    21, 2008. As Chief Executive Officer, Ms. Jeffs is responsible for the development of our strategic direction and the management
    and supervision of our overall business. As director, Ms. Jeffs is responsible for the corporate governance of our Company.                                                                                                       
|                                                                                                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Joao
    (John) da Costa
    Director,
    Chief Financial Officer, and Treasurer
    Age:
    57    |  | Mr.
    da Costa has served as our Chief Financial Officer since May 13, 2008, and as our director since May 18, 2012. As our Chief Financial
    Officer, Mr. da Costa is responsible for the financial and corporate management and supervision of the affairs and the business of
    our company. As director, Mr. da Costa is responsible for the corporate governance of our Company.                                                                                                                              
|                                                                                                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Michael
    John Thompson
    Director and Vice President of Exploration
    Age:
    52             |  | Mr.
    Thompson has been a director of our Company since October 16, 2007, and our Vice President of Exploration since April, 2008. As Vice
    President of Exploration, Mr. Thompson is responsible for setting our exploration targets and budgets, defining our goals and standards,
    and managing the exploration staff and the execution of exploration operations in order to achieve the Company’s strategic
    goals. As director, Mr. Thompson is responsible for the corporate governance of our Company.
|                                                                                                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Jeffrey
    Cocks
    Director
    Age:
    58                                                       |  | Mr.
    Cocks was appointed as a director of our Company on February 28, 2019. As a director of the company, Mr. Cocks is responsible for
    the corporate governance of our company.                                                                                                                                                                                                                                                                                                                                   
|                                                                                                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Cody
    McFarlane
    Director
    Age:
    34                                                      |  | Mr.
    McFarlane was appointed as a director of our Company on February 28, 2019. As a director of the Company and Mr. McFarlane is responsible
    for the corporate governance of the company.                                                                                                                                                                                                                                                                                                                        
|                                                                                                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Rodney
    Stevens
    VP
    Corporate Finance Officer Age: 48                                      |  | Mr.
    Stevens has served as our VP Corporate Finance since April 23, 2021. As VP Corporate Finance, Mr. Stevens is responsible for the
    day-to-day financial management of our Company, including financial risk and investment strategies, alongside tracking the overall
    financial health of the company.                                                                                                                                                                                                     



53







Caitlin
Jeffs, P. Geo.



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



Ms.
Jeffs devotes 75% of her time to the affairs of the Company. She is an independent contractor and did not sign a non-disclosure agreement
with the Company.



Michael
Thompson, P. Geo.



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



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



Joao
(John) da Costa



Mr.
da Costa has been our director since May 2012 and our Chief Financial Officer and Treasurer since May 13, 2008. Mr. da Costa has more
than 20 years of experience providing bookkeeping and accounting services for both private and public companies and is the founder and
president of Da Costa Management Corp., a company that has provided management and accounting services to public and private companies
since August 2003. Red Metal is a client of Da Costa Management Corp. Currently, Mr. da Costa is a director, Chief Financial Officer,
Secretary and Treasurer of Triton Emission Solutions Inc., a company engaged in marketing of emission abatement technologies to marine
industry, and a director of Live Current Media, Inc., a company reporting under the Exchange Act, engaged in eSports and Gaming industry
(Mr. da Costa resigned as a director of Live Current Media, Inc. on April 22, 2022) . Mr. da Costa is also a director, and Chief Financial
Officer of Kesselrun Resources Ltd., a Canadian reporting company listed on the TSX Venture Exchange, engaged in the acquisition, exploration,
and development of mineral properties in Ontario, Canada. On June 8, 2020, Mr. da Costa was appointed director and Chief Operating Officer
of Cell MedX Corp., an SEC reporting issuer, engaged in research and development of therapeutic and non-therapeutic, general wellness
products.



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



54







Jeffrey
Cocks



Mr.
Cocks has over 25 years of experience in consulting, sales, marketing, product development and branding, as well as corporate compliance
including overseeing his company’s accounting, compliance and finance departments and as a director of several public companies
in both the United States and Canada. From August 1996 to the present, Mr. Cocks has served as the Chairman and Chief Executive Officer
of West Isle Ventures, Ltd., a Canadian company that provides consulting services to start-ups and other companies. Mr. Cocks also serves
on the board of directors and audit committees of Lithium Energi Exploration Inc., and Edison Cobalt Corp. which are traded on the Toronto
Stock Exchange. Since February 28, 2014, Mr. Cocks is the Chairman, CEO, and CFO of Nevada Canyon Gold Corp., an SEC reporting issuer.
Mr. Cocks holds a certificate from Simon Frasier University in its securities program.



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



Cody
McFarlane



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



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



Rodney
Stevens



Mr.
Stevens is a Chartered Financial Analyst (“CFA”) charterholder with over a decade of experience in the capital markets,
first as an investment analyst with Salman Partners Inc. and subsequently as a merchant and investment banker and portfolio manager.
Over his career, he has been instrumental in assisting in financings and M&A activities worth over $1 billion in transaction value.



Mr.
Stevens devotes 20% of his time to the affairs of the Company. He is an independent contract and did not sign a non-disclosure agreement.



55







| | B. | Compensation
| | -- | ------------



The
following table sets out the compensation provided to our directors and senior management for performance of their duties during the
fiscal year ended January 31, 2022:



|SUMMARY
    COMPENSATION TABLE                                                                                                              
|--------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                            
|Name and principal
    position                                                                                                             
|Caitlin
                                            Jeffs CEO,
                                            President, Secretary and Director
|Joao
    (John) da Costa  CFO, Treasurer and Director                                                                                       
|Michael
    ThompsonVice President of Exploration and Director                                                                              
|Jeffrey
                                            Cocks Director                                                                          
|Cody
                                            McFarlane Director                                                                         
|Rodney
                                            Stevens VP
                                            Corporate Finance Officer         



|(1) | For
    the fiscal year-ended January 31, 2022, other compensation to Ms. Jeffs includes $61,520 in interest accrued on amounts due to Ms.
    Jeffs under the notes payable due on or after January 31, 2023, $13,084 in interest accrued on amounts due to Fladgate Exploration
    Consulting Corporation (“Fladgate”) under the notes payable due on or after January 31, 2023, $9,034 in office rent fees
    and $42,760 in exploration fees due to Fladgate; in addition, $60,070 in consulting fees was incurred to Fairtide Corporation.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(2) | For
    the fiscal year-ended January 31, 2022, other compensation to Mr. da Costa included $59,141 in consulting fees incurred to Da Costa
    Management Corp., a company wholly-owned by Mr. da Costa, and $1,079 was associated with interest accrued on a note payable due to
    Mr. da Costa due on or after January 31, 2023 .                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(3) | For
    the fiscal year-ended January 31, 2022, other compensation to Mr. Thompson included the following: $13,084 in interest accrued on
    amounts due to Fladgate under the notes payable due on or after January 31, 2023, $9,034 in office rent fees and $42,760 in exploration
    fees due to Fladgate; in addition, $60,070 in consulting fees was incurred to Fairtide Corporation.                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(4) | For
    the fiscal year-ended January 31, 2022, other compensation to Mr. McFarlane included $37,036 in legal fees due to Ax Legal SpA, a
    company 50% controlled by Mr. McFarlane.                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(5) | For
    the fiscal year-ended January 31, 2022, other compensation to Mr. Stevens included $24,036 in consulting fees incurred to Stevens
    & Company Corporate Advisory Services Ltd., a company wholly-owned by Mr. Stevens, in addition, $7,120 was included in prepaid
    expenses for the consulting services subsequent to January 31, 2022.                                                                                                                                                                                            



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



56







| | C. | Board
                                            Practices
| | -- | -----------------------------------------------------------



The
election and retirement of directors are provided for in our Articles. An election of directors shall take place at each annual general
meeting of shareholders and all the directors then in office shall retire but, if qualified, shall be eligible for re-election. A director
shall retain office only until the election of his successor. The number of directors to be elected at such meeting shall be the number
of directors then in office unless the directors or the shareholders otherwise determine. The election shall be by ordinary resolution
of shareholders. If an election of directors is not held at the proper time, the incumbent directors shall continue in office until their
successors are elected.



Our
Articles also permit the directors to appoint additional directors to the board between annual general meetings so long as the number
appointed does not exceed more than one-third of the number of directors elected at the last annual general meeting. Individuals appointed
as directors to fill casual vacancies created on the board or added as additional directors hold office like any other director until
the next annual general meeting at which time they may be re-elected or replaced.



None
of our directors have service contracts with our Company or our subsidiary providing for benefits upon termination of employment.



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



The
members of the audit committee are John da Costa, Jeffrey Cocks and Cody McFarlane each of whom are considered independent except Mr.
da Costa as he is the Chief Financial Officer and Treasurer of the Company.



Our
board of directors does not have a compensation committee or a nominating committee. We believe this is appropriate given the small size
of our Company and the stage of our development.



We
have not adopted any procedures by which our security holders may recommend nominees to our board of directors and that has not changed
during the last fiscal year.



John
da Costa, our Chief Financial Officer and a member of our Board of Directors, qualifies as an “audit committee financial expert”,
as defined by Item 407 of Regulation S-K promulgated under the Securities Act of 1933 and the Securities Exchange Act of 1934. We believe
that Mr. da Costa’s experience in preparing, analyzing and evaluating financial statements, as well as his knowledge of public
company reporting, will provide us with the guidance we need until we are able to expand our board to include independent directors who
have the knowledge and experience to serve on an audit committee.



| | D. | Employees
| | -- | ---------



As
of January 31, 2022, we had two employees in Chile and engage part time assistants during our exploration programs and for administrative
support. Caitlin Jeffs, Michael Thompson, and Joao (John) da Costa, who are directors and officers, Rodney Stevens, our VP of Corporate
Finance, and Jeffrey Cocks, and Cody McFarlane, directors of the Company, provide their services as independent consultants. We do not
have any relationship with any labor unions.



57







| | E. | Share
                                            Ownership
| | -- | -----------------------------------------------------------



We
had 54,866,625 Common Shares issued and outstanding as of May 31, 2022. Of the shares issued and outstanding, warrants held and stock
options granted, our directors and officers owned the following Common Shares as of May 31, 2022:



|Name             |  | Number of Common Shares Beneficially Owned as of May 31, 2022(1) |           |     | Percentage(2) | 
|---------------- |  | ---------------------------------------------------------------- | --------- | --- | ------------- | 
|Caitlin Jeffs    |  |                                                                  | 5,915,324 | (3) |               | 
|John da Costa    |  |                                                                  | 1,143,691 | (4) |               | 
|Michael Thompson |  |                                                                  | 732,859   | (5) |               | 
|Jeff Cocks       |  |                                                                  | 110,000   | (6) |               | 
|Cody McFarlane   |  |                                                                  | 100,000   | (7) |               | 
|Rodney Stevens   |  |                                                                  | 600,000   | (8) |               | 



|(1) | In
    accordance with the CSE Policies and NP 46-201 all securities held by the Company’s Principals are subject to escrow restrictions.
    The details of the Escrow conditions are included as part of Exhibit 4.1, Escrow Agreement dated November 9, 2021                                                                                                
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Based
    on 54,866,625 Common Shares issued and outstanding as at May 31, 2022, and the number of shares issuable upon the exercise of issued
    and outstanding stock options and warrants which are exercisable within 60 days of May 31, 2022.                                                                                                            
|(3) | Includes
    stock options to purchase up to 440,000 of our Common Shares at an exercise price of $0.25 per share expiring on November 24, 2026,                                                                                                                                                                                                               
|(4) | Includes
    stock options to purchase up to 400,000 of our Common Shares at an exercise price of $0.25 per share expiring on November 24, 2026,
    in addition, the number of shares beneficially owned by Mr. da Costa includes 296,667 Common Shares which were issued in the name
    of Da Costa Management Corp, a company wholly-owned by Mr. da Costa.
|(5) | Includes
    stock options to purchase up to 150,000 of our Common Shares at an exercise price of $0.25 per share expiring on November 24, 2026,
    and warrants to acquire up to 233,334 of our Common Shares at an exercise price of $0.20 per share expiring on May 17, 2024, as amended                                                                   
|(6) | Includes
    stock options to purchase up to 100,000 of our Common Shares at an exercise price of $0.25 per share expiring on November 24, 2026.                                                                                                                                                                                                               
|(7) | Includes
    stock options to purchase up to 100,000 of our Common Shares at an exercise price of $0.25 per share expiring on November 24, 2026.                                                                                                                                                                                                               
|(8) | Includes
    stock options to purchase up to 200,000 of our Common Shares at an exercise price of $0.25 per share expiring on November 24, 2026,
    and warrants to acquire up to 200,000 of our Common Shares at an exercise price of $0.20 per share expiring on May 17, 2024, as amended                                                                   



58









Stock
                                            Option Plan



The
Company’s Stock Option Plan was approved by the Board on July 13, 2021, enabling the Board to grant stock options to purchase Common
Shares (the “Options”) from time to time to eligible persons. The purpose of the Stock Option Plan is to attract and
retain directors, officers, employees and consultants and to motivate them to advance the interests of the Company by affording them
with the opportunity to acquire an equity interest in the Company through options granted under the Stock Option Plan to purchase shares.



The
Stock Option Plan permits the granting of Options to directors, officers, employees of, and consultants to, the Company, its subsidiaries
and affiliates (“Eligible Persons” or “Optionees”). The purpose of the Stock Option Plan is to
attract and retain Eligible Persons and motivate them to advance the interests of the Company by awarding them with the opportunity to
acquire an equity interest in the Company through Options granted under the Stock Option Plan. Unless authorized by the shareholders
of the Company, the Stock Option Plan limits the total number of Common Shares that may be reserved for issuance on the exercise of Options
outstanding under the Stock Option Plan, together with all of the Company’s other previously established or proposed Options, option
plans, employee stock purchase plans or any other compensation or incentive mechanisms involving the issuance or potential issuance of
Common Shares, to a number not exceeding 10% of the number of issued Common Shares from time to time, subject to the following additional
limitations:



|1. | no
    one person may be granted Options to purchase a number of Common Shares equaling more than 5% of the issued Common Shares of the
    Company in any 12-month period; and                                                                                          
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                          
|2. | Options
    shall not be granted if the exercise thereof would result in the issuance of more than 2% of the issued Common Shares in any 12-month
    period to any one consultant of the Company (or any of its subsidiaries) without the prior consent of the Exchange.



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



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



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



59







| | Item
                                            7 | Major
                                            Shareholders and Related Party Transactions
| | -------------------------------------------------- | ---------------------------------------------------------------------------------------------



| | A. | Major
                                            Shareholders
| | -- | --------------------------------------------------------------



The
following table sets forth, as of May 31, 2022, the persons known to us to be the beneficial owners of more than five percent
(5%) of our Common Shares:



|Name of Shareholder |  | No. of Common Shares Owned |           |     | Percentage of Outstanding Common Shares(1) | 
|------------------- |  | -------------------------- | --------- | --- | ------------------------------------------ | 
|Caitlin Jeffs       |  |                            | 5,475,324 | (2) |                                            | 
|Richard Jeffs       |  |                            | 7,183,408 |     |                                            | 



|(1) | Based
    on 54,866,625 Common Shares issued and outstanding as at May 31, 2022.  
|--- | ----------------------------------------------------------------------------------
|(2) | Does
    not include stock options to purchase up to 440,000 of our Common Shares.



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



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



| | B. | Related
                                            Party Transactions
| | -- | ----------------------------------------------------------------------



The
following sets forth all material transactions and loans from February 1, 2021, to the current date between our company and: (a) enterprises
that directly or indirectly through one or more intermediaries, control or are controlled by, or are under common control with, our company;
(b) associates; (c) individuals owning, directly or indirectly, an interest in the voting power of our company that gives them significant
influence over our Company and close members of any such individuals’ families; (d) key management personnel of our Company, including
directors and senior management of our Company and close members of such individuals’ families; and (e) enterprises in which a
substantial interest in the voting power is owned, directly or indirectly, by any person described in (c) or (d) or over which such a
person is able to exercise significant influence. For the purposes of this section, shareholders beneficially owning a 10% interest in
the voting power of our Company are presumed to have a significant influence.



60







The
Company completed the following transactions with directors, officers and companies that are controlled by directors of the Company during
the year ended January 31, 2022, and up to the date of the filing of this Annual Report on Form 20-F:



|                                                                                                            |  | Period ended May 31, 2022 |         |  | Year ended January 31, 2022 |  
|----------------------------------------------------------------------------------------------------------- |  | ------------------------- | ------- |  | --------------------------- | -
|Consulting fees to a company owned by an officer and director                                               |  | $                         | 20,000  |  |                             | $
|Consulting fees to a company controlled by officers and directors                                           |  |                           | 20,000  |  |                             |  
|Consulting fees paid or accrued to a company controlled by VP of Finance                                    |  |                           | 7,120   |  |                             |  
|Mineral exploration expenses paid to a company controlled by officers and directors                         |  |                           | 50,000  |  |                             |  
|Legal fees paid to a company controlled by a director                                                       |  |                           | 6,321   |  |                             |  
|Rent fees accrued to a company controlled by officers and directors                                         |  |                           | -       |  |                             |  
|Stock-based compensation for options to acquire up to 1,390,000 Shares issued
    to directors and officers |  |                           | -       |  |                             |  
|Total transactions with related parties                                                                     |  | $                         | 103,441 |  |                             | $



The
following amounts were due under the notes payable the Company issued to related parties:



|                                                      |  | Period ended 
May 31, 2022 |           |  | Year ended January 31, 2022 |  
|----------------------------------------------------- |  | -------------------------- | --------- |  | --------------------------- | -
|Note payable to CEO (b)                               |  | $                          | 1,273,152 |  |                             | $
|Note payable to CFO (a)                               |  |                            | 14,968    |  |                             |  
|Note payable to a company controlled by directors (a) |  |                            | 175,262   |  |                             |  
|Note payable to a major shareholder (a)               |  |                            | 585,580   |  |                             |  
|Total notes payable to related parties                |  | $                          | 2,048,962 |  |                             | $



(a) The
notes payable to related parties accumulate interest at a rate of 8% per annum, are unsecured, and are payable on or after January 31,
2023, as renegotiated by the Company on August 31, 2021.

(b)
 The notes payable to CEO accumulate interest at a rate of 8% per annum and are unsecured. Of the total amount payable, $825,775
are payable on or after January 31, 2023, as renegotiated by the Company on August 31, 2021, and remaining $447,377 are due on demand.



During
the year ended January 31, 2022, the Company accrued $118,144 in interest expense on the notes payable to related parties. During the
period ended May 31, 2022, the Company accumulated further $49,623 in interest expense.



61







In
addition to the above long-term notes payable, the following amounts were due to related parties:



|                                                               |  | Period ended 
May 31, 2022 |         |  | Year ended January 31, 2022 |  
|-------------------------------------------------------------- |  | -------------------------- | ------- |  | --------------------------- | -
|                                                               |  |                            |         |  |                             |  
|Due to a company owned by an officer and director (c), (d)     |  | $                          | 81,534  |  |                             | $
|Due to a company controlled by officers and directors (c)      |  |                            | 89,565  |  |                             |  
|Due to a company controlled by officers and directors (c), (d) |  |                            | 113,000 |  |                             |  
|Due to the CEO (c)                                             |  |                            | 12,014  |  |                             |  
|Due to the CFO (c)                                             |  |                            | 1,297   |  |                             |  
|Due to a major shareholder (c)                                 |  |                            | 3,243   |  |                             |  
|Due to a company controlled by a director (c)                  |  |                            | -       |  |                             |  
|Total due to related parties                                   |  | $                          | 300,653 |  |                             | $



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

(d) Of the total owed to related parties, $159,513 was due on January
31, 2023.



| | C. | Interests
                                            of Experts and Counsel
| | -- | ----------------------------------------------------------------------------



Not
applicable.



| | Item
                                            8 | Financial
                                            Information
| | -------------------------------------------------- | -----------------------------------------------------------------



| | A. | Consolidated
                                            Financial Statements and Other Financial Information
| | -- | -------------------------------------------------------------------------------------------------------------



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



The
audited consolidated financial statements for the years ended January 31, 2022 and 2021 can be found under “Item 18 Financial Statements”.



First-Time
Adoption of IFRS



The
consolidated financial statements, for the year ended January 31, 2022, are the first the Company has prepared in accordance with IFRS.
For periods up to and including the year ended January 31, 2021, the Company prepared its financial statements in accordance with United
States generally accepted accounting principles (“GAAP”).



Accordingly,
the Company has prepared financial statements that comply with IFRS applicable as at January 31, 2022, together with the comparative
period data for the year ended January 31, 2021, as described in Significant Accounting Policies Note included in our consolidated
financial statements for the years ended January 31, 2022 and 2021. In preparing the financial statements, the Company’s opening
statement of financial position was prepared as at February 1, 2020.



62







IFRS
1 allows first-time adopters certain exemptions from the retrospective application of certain requirements under IFRS. The Company has
considered the following exemptions that were relevant to its business operations:



| | ● | The
    Company assessed all contracts existing at February 1, 2020, to determine whether a contract contains a lease based upon the conditions
    in place as at February 1, 2020. The Company determined that no lease liabilities existed.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The
Company assessed the effects of adoption of IFRS on the consolidated financial statements for the years ended January 31, 2022 and 2021,
and determined that the adoption did not result in changes to the amounts presented in the Consolidated Financial Statements for the
years ended January 31, 2022 and 2021.



Change
in Functional and Presentation Currency





Effective February 1, 2021, we changed our presentation
currency from US dollars to Canadian dollars. The Company believes that the change in presentation currency will provide shareholders
with a better reflection of the Company’s business activities and enhance the comparability of the Company’s financial information
to its industry peers. The change in presentation currency represents a voluntary change in accounting policy, which is accounted for
retrospectively.



In order to satisfy the requirements of IAS 21
– The effects of changes in foreign exchange rates, with respect to the change in presentation currency, the consolidated
financial statements for all years presented have been restated from USD to CAD as follows: (i) the consolidated income statements and
consolidated statements of comprehensive income have been translated into the presentation currency using the average exchange rates
prevailing during each reporting period, (ii) all assets and liabilities have been translated using the period-end exchange rates, (iii)
all resulting exchange differences have been recognized in accumulated other comprehensive loss, and (iv) shareholders’ deficit
balances have been translated using historical rates based on rates in effect on the date of material transactions.





The functional currency of our Company and our
wholly-owned subsidiary is the currency of the primary economic environment in which the entity operates. We reconsider the functional
currency of our entities if there is a change in events and conditions which determined the primary economic environment. The continuation
of Red Metal from Nevada to British Columbia, listing of our common shares on the Canadian Securities Exchange, as well as closing two
separate private placements in Canadian dollars, have significantly increased our exposure to the Canadian dollar. Therefore, as of February
1, 2022, we adopted Canadian dollar as corporate entity’s functional currency on a prospective basis. Minera Polymet continues
to use Chilean peso as its functional currency.



Legal
Proceedings



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



Dividend
Distributions



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



| | B. | Significant
                                            Changes
| | -- | ---------------------------------------------------------------



Our
company is not aware of any significant change since January 31, 2022, that is not otherwise reported in this filing.



63







| | Item
                                            9 | The
                                            Listing
| | -------------------------------------------------- | -------------------------------------------------------



Our
common shares trade on the Canadian Securities Exchange (the “CSE”) . Our symbol is “RMES”. We are also listed
on the OTC PINK.



| | A. | Offer
                                            and Listing Details
| | -- | ---------------------------------------------------------------------



Our
Common Shares currently trade on the CSE under the symbol “RMES”. Our Common Shares commenced trading on the CSE on November
25, 2021.



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



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



| | B. | Plan
                                            of Distribution
| | -- | ----------------------------------------------------------------



Not
applicable.



| | C. | Markets
| | -- | -------



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



| | D. | Selling
                                            Shareholders
| | -- | ----------------------------------------------------------------



Not
applicable.



| | E. | Dilution
| | -- | --------



Not
applicable.



| | F. | Expenses
                                            of the Issue
| | -- | -----------------------------------------------------------------



Not
applicable.



64







| | Item
                                            10 | Additional
                                            Information
| | --------------------------------------------------- | ------------------------------------------------------------------



| | A. | Share
                                            Capital
| | -- | ---------------------------------------------------------



Not
applicable.



| | B. | Memorandum
                                            and Articles of Association
| | -- | ----------------------------------------------------------------------------------



Incorporation



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



On
February 10, 2021, the Company changed its corporate jurisdiction from the State of Nevada to the Province of British Columbia by means
of a process called a “conversion” under the Nevada Revised Statutes and a “continuation” under the Business
Corporations Act (British Columbia). The Articles of Incorporation and Bylaws of the Company, under the Nevada Revised Statutes,
were replaced with the Articles of the Company, under the Business Corporations Act (British Columbia), upon the Company’s
continuation to British Columbia. The authorized capital of the Company consists of an unlimited number of Common Shares without par
value (see the Current Report on Form 8-K the Company filed with the SEC on February 18, 2021).



Objects
and Purposes of the Company



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



Directors’
Powers



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



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



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



|(a) | borrow
    money in the manner and amount, on the security, from the sources and on the terms and conditions that they consider appropriate,                                    
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                 
|(b) | issue
    bonds, debentures and other debt obligations either outright or as security for any liability or obligation of the Company or any
    other person,                   
|    |                                                                                                                                                                                 
|(c) | guarantee
    the repayment of money by any other person or the performance of any obligation of any other person, and                                                          
|    |                                                                                                                                                                                 
|(d) | mortgage
    or charge, whether by way of specific or floating charge, or give other security on the whole or any part of the present and future
    undertaking of the Company.



65







Qualifications
of Directors



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



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



Share
Rights



Our
authorized capital consists of an unlimited number of Common Shares without par value. Each of our Common Shares entitles the holder
thereof to notice and to attend and to cast 1 vote for each matter to be decided at a general meeting of the Company. Subject to the
Business Corporations Act(British Columbia), the holders of Common Shares are entitled to dividends if and when as declared and
authorized by the board of directors. Our issued shares are not subject to call or assessment rights. There are no provisions for redemption,
purchase for cancellation, surrender, or sinking or purchase funds. Upon liquidation, dissolution or winding-up of the Company, holders
of Common Shares are entitled to receive pro rata the assets of the Company, if any, remaining after payments of all debts and liabilities.



Procedures
to Change the Rights of Shareholders



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



Meetings



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



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



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



66







Limitations
on Ownership of Securities



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



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



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



Change
in Control



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



Ownership
Threshold



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



Changes
in the Capital of the Company



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



| | C. | Material
                                            Contracts
| | -- | --------------------------------------------------------------



| | 1. | The
    Escrow Agreement between the Company, the Escrow Agent and the Principal Shareholders dated November 9, 2021;                                                                                                                   
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2. | the
    Subscription Receipt Agreement dated June 15, 2021, between the Company and Computershare Trust Company;                                                                                                                        
| | 3. | the
    form of Subscription Receipt Subscription Agreement in connection with the Subscription Receipt Offering;                                                                                                                       
| | 4. | the
    form of Unit Subscription Agreement in connection with the Unit Offering;                                                                                                                                                       
| | 5. | the
    Stock Option Plan;                                                                                                                                                                                                              
| | 6. | the
    loan agreements between the Company as the borrower, and Caitlin Jeffs as the lender for the following dates and amounts:                                                                                                       
| | 7. | July
    31, 2020 for US$1,454.50; (ii) August 10, 2020 for CAD$5,000; (iii) September 1, 2020 for CAD$15,000; (iv) February 16, 2022 for
    CAD$175,000;(v) February 24, 2022 for CAD$50,000; and (vi) March 22, 2022 for CAD$165,000.
| | 8. | the
    debt forgiveness agreement between the Company as the borrower, and Fladgate Exploration Consulting Corporation dated January 31,
    2022, for CAD$16,950                                                                      
| | 9. | Mining
    Royalty Agreements between each of Richard Jeffs, Caitlin Jeffs and Joao (John) da Costa, and Polymet dated July 29, 2020, for a
    total aggregate consideration of $5,000.                                                



67







| | D. | Exchange
                                            Controls
| | -- | -------------------------------------------------------------



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



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



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



The
Canadian Investment Act



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



| | E. | Taxation
| | -- | --------



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



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



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



68







Dividends



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



Capital
Gains



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



|(i)  | the
    non-resident holder, one or more persons with whom the non-resident holder did not deal with at arm’s length, or the non-resident
    holder together with one or more persons with whom the non-resident holder did not deal with at arm’s length, owned or had
    an interest in an option in respect of, not less than 25% of the issued shares of any class of our capital stock; and                                          
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(ii) | more
    than 50% of the fair market value of the shares of the Company was derived directly or indirectly from one or any combination of
    real or immovable property situated in Canada, Canadian resource properties (as defined in the Income Tax Act (Canada)), timber resource
    properties (as defined in the Income Tax Act (Canada)), or an option, interest or right in such property, whether or not the property
    exists.



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



Certain
United States Federal Income Tax Consequences



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



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



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



69







U.S.
Holders



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



Distributions



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



Capital
Gains



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



Foreign
Tax Credit



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



70







| | F. | Dividends
                                            and Paying Agents
| | -- | -----------------------------------------------------------------------



Not
applicable.



| | G. | Statements
                                            by Experts
| | -- | -----------------------------------------------------------------



Not
applicable .



| | H. | Documents
                                            on Display
| | -- | ----------------------------------------------------------------



The
documents concerning our Company may be viewed at the Company’s registered and records office at Suite 700 – 595 Burrard
Street, Vancouver, British Columbia, V7X 1S8, during normal business hours. This Annual Report and the Company’s Form 6-K filings
can be viewed on the EDGAR website at www.sec.gov. Additional information relating to the Company can be found on the website www.sedar.com.



| | I. | Subsidiary
                                            Information
| | -- | ------------------------------------------------------------------



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



| | Item
                                            11 | Quantitative
                                            and Qualitative Disclosures About Market Risk
| | --------------------------------------------------- | ------------------------------------------------------------------------------------------------------



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



| | (a) | Currency
    Risk – Foreign currency risk is the risk that the fair values of future cash flows of a financial instrument will fluctuate
    because they are denominated in currencies that differ from the respective functional currency. The Company has offices in Canada
    and Chile, and holds cash in Canadian, United States, and Chilean Peso currencies. A significant change in the currency exchange
    rates between the Canadian dollar relative to US dollar and Chilean Peso could have an effect on the Company’s results of operations,
    financial position, and/or cash flows. At January 31, 2022, the Company had no hedging agreements in place with respect to foreign
    exchange rates. As the majority of the transactions of the Company are denominated in CAD and Chilean Peso currencies, movements
    in the foreign exchange rates are not expected to have a material impact on the consolidated statements of comprehensive loss.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (b) | Interest
    rate risk - Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because
    of changes in market interest rates. The Company has minimal interest rate risk as it has no interest accumulating financial assets
    that may become susceptible to interest rate fluctuations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (c) | Credit
    risk - Credit risk is the risk of potential loss to the Company if a customer or counter party to a financial instrument fails to
    meet its contractual obligations. The Company’s credit risk is limited to the carrying amount on the statement of financial
    position and arises from the Company’s cash, which is held with high-credit quality financial institutions in Canada and in
    Chile. As such, the Company’s credit risk exposure is minimal.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (d) | Liquidity
    risk - Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company
    has a planning and budgeting process in place to help determine the funds required to support the Company’s normal operating
    requirements on an ongoing basis. The Company ensures that there are sufficient funds to meet its short-term business requirements,
    considering its anticipated cash flows. Historically, the Company’s sources of funding have been through equity financings
    and loans from the Company’s management and its major shareholder.                                                                                                                                                                                                                                                                                                                                            



71







Subsequent
to January 31, 2022, the Company received additional $432,702 loan proceeds from the Company’s CEO and Director and closed the
first tranche of equity financing for aggregate gross proceeds of $496,300. The Company’s access to financing
is uncertain. There can be no assurance of continued access to significant debt or equity funding.



The
following table details the remaining contractual maturities of the Company’s financial liabilities as of January 31, 2022:



|                                         |  | Within 1 year |         |  | 1-5 years |   |           | 5+ years | 
|---------------------------------------- |  | ------------- | ------- |  | --------- | - | --------- | -------- | 
|Accounts payable and accrued liabilities |  | $             | 190,146 |  |           | $ | -         |          | 
|Amounts due to related parties           |  |               | 57,254  |  |           |   | 159,513   |          | 
|Loans payable                            |  |               | -       |  |           |   | 1,684,462 |          | 
|Withholding taxes payable                |  |               | -       |  |           |   | -         |          | 
|                                         |  | $             | 247,400 |  |           | $ | 1,843,975 |          | 



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



| | Item
                                            12 | Description
                                            of Securities Other than Equity Securities
| | --------------------------------------------------- | --------------------------------------------------------------------------------------------------



Not
applicable.



72







PART
II



| | Item
                                            13 | Defaults,
                                            Dividend Arrearages and Delinquencies.
| | --------------------------------------------------- | --------------------------------------------------------------------------------------------



Not
applicable.



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



Not
applicable.



| | Item
                                            15 | Controls
                                            and Procedures
| | --------------------------------------------------- | -------------------------------------------------------------------



| | A. | Disclosure
                                            Controls and Procedures
| | -- | ------------------------------------------------------------------------------



We
carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer
and our Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934 (“Exchange Act”)) as of January 31, 2022. Disclosure controls and procedures are
designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed,
summarized, and reported within the time periods specified in the SEC rules and forms and that such information is accumulated and communicated
to management, including our Chief Executive Officer and our Chief Financial Officer, to allow timely decisions regarding required disclosures.



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



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



Our
Chief Executive Officer and our Chief Financial Officer are responsible for establishing and maintaining internal control over financial
reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Securities Exchange
Act of 1934 as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected
by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes
those policies and procedures that:



|● | pertain
    to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;                                                                                                                                                                               
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|● | provide
    reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
    generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations
    of management and our directors; and
|● | provide
    reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that
    could have a material effect on the financial statements.                                                                                                                       



73







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



Our
Chief Executive Officer and our Chief Financial Officer assessed the effectiveness of our internal control over financial reporting as
of January 31, 2022. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of
the Treadway Commission (COSO) in Internal Control-Integrated Framework



Based
on our assessment, our Chief Executive Officer and our Chief Financial Officer determined that, as of January 31, 2022, our internal
control over financial reporting was not effective due to limited segregation of duties.



|C. | Attestation
                                            Report of the Registered Public Accounting Firm
|-- | -------------------------------------------------------------------------------------------------------



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



|D. | Changes
                                            in Internal Control over Financial Reporting
|-- | ------------------------------------------------------------------------------------------------



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



Item
16 [Reserved]



|A. | Audit
                                            Committee Financial Expert
|-- | ----------------------------------------------------------------------------



Joao
(John) da Costa, our Chief Financial Officer and a member of our board of directors, qualifies as an “audit committee financial
expert”, as defined by Item 407 of Regulation S-K promulgated under the Securities Act of 1933 and the Securities Exchange Act
of 1934. We believe that Mr. da Costa’s experience in preparing, analyzing and evaluating financial statements, as well as his
knowledge of public company reporting, will provide us with the guidance we need until we are able to expand our board to include independent
directors who have the knowledge and experience to serve on an audit committee.



|B. | Code
                                            of Ethics
|-- | ----------------------------------------------------------



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



74







|C. | Principal
                                            Accountant Fees and Services
|-- | ----------------------------------------------------------------------------------



Audit
Fees



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



2022
- $35,000 - Dale Matheson Carr-Hilton Labonte LLP

2021
- $36,921 - Dale Matheson Carr-Hilton Labonte LLP



Audit-Related
Fees



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



2022
- $2,500 - Dale Matheson Carr-Hilton Labonte LLP

2021
- $3,701 - Dale Matheson Carr-Hilton Labonte LLP





|(1) | The
    fees for issuance of consent letters to the Securities Commission with respect to the filing of the Company’s Non-Offering
    Prospectus and Form S-4.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------





Tax
Fees



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



2022
- $6,000 - Dale Matheson Carr-Hilton Labonte LLP

2021
- $2,493 - Dale Matheson Carr-Hilton Labonte LLP



All
Other Fees



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



2022
- $0 - Dale Matheson Carr-Hilton Labonte LLP(1)

2021
- $0 - Dale Matheson Carr-Hilton Labonte LLP





The
Company does not have an audit committee. The board of directors pre-approves all audit and permissible non-audit services provided by
the independent auditors. These services may include audit services, audit-related services, tax services and other services.



75







|D. | Exemptions
                                            from the Listing Standards for Audit Committees
|-- | ------------------------------------------------------------------------------------------------------



Not
applicable.



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



Not
applicable.



|F. | Change
                                            in Registrant’s Certifying Accountant
|-- | ----------------------------------------------------------------------------------------



Not
applicable.



|G. | Corporate
                                            Governance
|-- | ----------------------------------------------------------------



Not
applicable.



|H. | Mine
                                            Safety Disclosure
|-- | ------------------------------------------------------------------



Not
applicable.



|I. | Disclosure
                                            Regarding Foreign Jurisdictions that Prevent Inspections
|-- | ---------------------------------------------------------------------------------------------------------------



Not
applicable.



76







PART
III



|Item
17 | Financial
                                            Statements
|------- | ----------------------------------------------------------------



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



| | Item
                                            18 | Financial
                                            Statements
| | --------------------------------------------------- | ----------------------------------------------------------------



Index
to Financial Statements



|                                                                                                  | Page
    No.
|------------------------------------------------------------------------------------------------- | ------------
|Financial
    Statements                                                                          |             
|Report of Independent Registered Public Accounting Firm                                           | F-1         
|Consolidated
    Balance Sheets as of January 31, 2022 and 2021, and as of February 1, 2020       | F-3         
|Consolidated Statements of Operations for the years ended January 31, 2022 and 2021               | F-4         
|Consolidated
    Statement of Shareholders’ Deficit for the years ended January 31, 2022 and 2021 | F-5         
|Consolidated Statements of Cash Flows for the years ended January 31, 2022 and 2021               | F-6         
|Notes to the Consolidated Financial Statements                                                    | F-7         



77













CONSOLIDATED

FINANCIAL STATEMENTS

YEARS ENDED

JANUARY 31, 2022 and
2021















Report
of Independent Registered Public Accounting Firm



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



Opinion
on the Consolidated Financial Statements



We
have audited the accompanying consolidated statements of financial position of Red Metal Resources Ltd. (the “Company”) as
of January 31, 2022, January 31 2021, and February 1, 2020 the related consolidated statements of comprehensive loss, shareholders’
deficit, and cash flow, for the years ended January 31, 2022 and 2021, and the related notes (collectively referred to as the “financial
statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the
Company as of January 31, 2022, January 31 2021, and February 1, 2020, and its financial performance and its cash flows
for the years ended January 31, 2022 and 2021, in conformity with International Financial Reporting Standards as issued by the International
Accounting Standards Board.



Going
Concern



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



Basis
for Opinion



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



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



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





F-1 | Page







Critical
Audit Matter(s)



The
critical audit matter(s) communicated below is a (are) matter(s) arising from the current period audit of the financial statements that
was (were) communicated or required to be communicated to the audit committee and (that): (1) relate(s) to accounts or disclosures that
are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication
of (the) critical audit matter(s) does not alter in any way our opinion on the financial statements, taken as a whole, and we are not,
by communicating the critical audit matters below, providing separate opinions on the critical audit matter(s) or on the accounts or
disclosures to which it (they) relate.



|Critical
    Audit Matter                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  | How
    the Matter was Addressed in the Audit                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Assessment
                                            of exploration and evaluation assets for potential impairment indicators
    
    As
    described in Note 3 to the financial statements, management reviews and evaluates the net carrying value of exploration and evaluation
    assets for impairment upon the occurrence of events or changes in circumstances that indicate that the related carrying amounts may
    not be recoverable. If deemed necessary based on this review and evaluation, management performs a test for impairment.
    
    In
    its review and evaluation, management determined that there were no indicators that the carrying amount of exploration and evaluation
    assets, which has a carrying value of $821,773 as of January 31, 2022, may not be recoverable.
    We
    identified the assessment of exploration and evaluation assets for potential impairment indicators as a critical audit matter due
    to the materiality of the balance, the high degree of auditor judgment and an increased level of effort when performing audit procedures
    to evaluate the reasonableness of management’s assumptions in determining whether indicators of impairment are present. |  | The
                                            primary procedures we performed to address this critical audit matter included:
    
    ●  
       Evaluation of the Company’s identification of significant events or changes in circumstances that have occurred
    indicating the underlying Chilean property may not be recoverable by performing an independent assessment.
    
    ●    
    Discussion with management of future business plans for the exploration and evaluation assets
    
    ●    
    Ensuring key assumptions were consistent with evidence obtained in other areas of the audit.



/s/
DMCL LLP



DALE
MATHESON CARR-HILTON LABONTE LLP

CHARTERED
PROFESSIONAL ACCOUNTANTS



We
have served as the Company’s auditor since 2010

Vancouver,
Canada

May
31, 2022









F-2 | Page









|RED METAL RESOURCES LTD.CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
                                                                                          (Expressed in Canadian Dollars) | 
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 





|                                            |  |      |  | January 31, |             |   | January 31, |   |             | February 1, | 
|------------------------------------------- |  | ---- |  | ----------- | ----------- | - | ----------- | - | ----------- | ----------- | 
|                                            |  | Note |  | 2022        |             |   | 2021        |   |             | 2020        | 
|                                            |  |      |  |             |             |   | (restated)* |   |             | (restated)* | 
|ASSETS                                      |  |      |  |             |             |   |             |   |             |             | 
|Current                                     |  |      |  |             |             |   |             |   |             |             | 
|Cash                                        |  |      |  | $           | 474,317     |   |             | $ | 60,486      |             | 
|Prepaids and other receivables              |  | 10   |  |             | 152,947     |   |             |   | 1,273       |             | 
|Total current assets                        |  |      |  |             | 627,264     |   |             |   | 61,759      |             | 
|                                            |  |      |  |             |             |   |             |   |             |             | 
|Equipment                                   |  | 9    |  |             | 22,637      |   |             |   | 33,882      |             | 
|Exploration and evaluation assets           |  | 8    |  |             | 821,773     |   |             |   | 900,463     |             | 
|Total assets                                |  |      |  | $           | 1,471,674   |   |             | $ | 996,104     |             | 
|                                            |  |      |  |             |             |   |             |   |             |             | 
|LIABILITIES AND SHAREHOLDERS’ DEFICIT       |  |      |  |             |             |   |             |   |             |             | 
|Current                                     |  |      |  |             |             |   |             |   |             |             | 
|Accounts payable                            |  |      |  | $           | 87,938      |   |             | $ | 100,658     |             | 
|Accrued liabilities                         |  | 11   |  |             | 102,208     |   |             |   | 56,850      |             | 
|Due to related parties                      |  | 14   |  |             | 57,254      |   |             |   | 90,117      |             | 
|Notes payable                               |  |      |  |             | -           |   |             |   | 19,215      |             | 
|Total current liabilities                   |  |      |  |             | 247,400     |   |             |   | 266,840     |             | 
|                                            |  |      |  |             |             |   |             |   |             |             | 
|Long-term notes payable to related parties  |  | 14   |  |             | 1,555,503   |   |             |   | 1,397,387   |             | 
|Long-term amounts due to related parties    |  | 14   |  |             | 159,513     |   |             |   | -           |             | 
|Withholding taxes payable                   |  | 11   |  |             | 151,907     |   |             |   | 149,387     |             | 
|Total liabilities                           |  |      |  |             | 2,114,323   |   |             |   | 1,813,614   |             | 
|                                            |  |      |  |             |             |   |             |   |             |             | 
|Shareholders’ deficit                       |  |      |  |             |             |   |             |   |             |             | 
|Share capital                               |  | 12   |  |             | 7,755,830   |   |             |   | 6,409,558   |             | 
|Share-based payment reserve                 |  | 12   |  |             | 4,034,929   |   |             |   | 3,521,907   |             | 
|Deficit                                     |  |      |  |             | (12,144,764 | ) |             |   | (10,522,764 | )           | 
|Accumulated other comprehensive loss        |  |      |  |             | (288,644    | ) |             |   | (226,211    | )           | 
|Total shareholders’ deficit                 |  |      |  |             | (642,649    | ) |             |   | (817,510    | )           | 
|Total liabilities and shareholders’ deficit |  |      |  | $           | 1,471,674   |   |             | $ | 996,104     |             | 



*Restated
for change in presentation currency (Notes 2(c) and 5)

Nature
and continuance of operations (Note 1)

Subsequent
events (Note 17)



Approved
on behalf of the Board of Directors:



|/s/
    Caitlin Jeffs |  | /s/
    Joao (John) da Costa | 
|--------------------- |  | ---------------------------- | 
|Director              |  | Director                     | 



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





F-3 | Page









|RED
  METAL RESOURCES LTD.CONSOLIDATED
                                            STATEMENTS OF COMPREHENCIVE LOSS
                         (Expressed
                         in Canadian Dollars) | 
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 



|                                                                   |  |      |  | Year ended  January 31, |           
|------------------------------------------------------------------ |  | ---- |  | ----------------------- | ----------
|                                                                   |  | Note |  | 2022                    |           
|                                                                   |  |      |  |                         |           
|Operating expenses:                                                |  |      |  |                         |           
|Amortization                                                       |  |      |  | $                       | 8,626     
|Consulting fees                                                    |  | 14   |  |                         | 214,008   
|General and administrative                                         |  |      |  |                         | 230,582   
|Mineral exploration costs                                          |  | 8,14 |  |                         | 307,669   
|Professional fees                                                  |  | 14   |  |                         | 313,679   
|Regulatory                                                         |  |      |  |                         | 62,031    
|Rent                                                               |  | 14   |  |                         | 9,034     
|Salaries, wages and benefits                                       |  |      |  |                         | 47,419    
|Share-based compensation                                           |  |      |  |                         | 327,070   
|                                                                   |  |      |  |                         | (1,520,118
|Other items                                                        |  |      |  |                         |           
|Foreign exchange gain (loss)                                       |  |      |  |                         | 2,404     
|Forgiveness of debt                                                |  | 13   |  |                         | 13,858    
|Interest on notes payable                                          |  | 14   |  |                         | (118,144  
|Net loss                                                           |  |      |  |                         | (1,622,000
|                                                                   |  |      |  |                         |           
|Foreign currency translation                                       |  |      |  |                         | (62,433   
|Comprehensive loss                                                 |  |      |  | $                       | (1,684,433
|                                                                   |  |      |  |                         |           
|Net loss per share –basic and diluted                              |  |      |  | $                       | (0.04     
|Weighted average number of shares outstanding - basic and diluted: |  |      |  |                         | 45,192,171



*Restated
for change in presentation currency (Notes 2(c) and 5)



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



F-4 | Page









|RED METAL RESOURCES LTD.CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT
                         (Expressed in Canadian Dollars) | 
|--------------------------------------------------------------------------------------------------------------------------------- | 



|                                                                                    |  |      |  | Share
    Capital                                                                                                                                                                                                                                                                                                          |            |  |        |   |           |                                                                                                                                                                                             |  |   |           |  |  |                                                                                                                                                                                                                                                                                         |            
|----------------------------------------------------------------------------------- |  | ---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------- |  | ------ | - | --------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | - | --------- |  |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------
|                                                                                    |  | Note |  | Number
                                            of
                                                                                common
                                                                                shares
                                                                                issued |            |  | Amount |   |           | Share-based
                                                                                payment
                                                                                reserve |  |   | Deficit   |  |  | Accumulated
                                                                                 other
                                                                                 comprehensive
                                                                                 loss |            
|                                                                                    |  |      |  |                                                                                                                                                                                                                                                                                                                            |            |  |        |   |           |                                                                                                                                                                                             |  |   |           |  |  |                                                                                                                                                                                                                                                                                         |            
|Balance,
                                            January 31, 2020 (restated)*   |  |      |  |                                                                                                                                                                                                                                                                                                                            | 41,218,008 |  |        | $ | 6,409,558 |                                                                                                                                                                                             |  | $ | 3,521,907 |  |  | $                                                                                                                                                                                                                                                                                       | (10,312,110
|                                                                                    |  |      |  |                                                                                                                                                                                                                                                                                                                            |            |  |        |   |           |                                                                                                                                                                                             |  |   |           |  |  |                                                                                                                                                                                                                                                                                         |            
|Net
    loss                                                                        |  |      |  |                                                                                                                                                                                                                                                                                                                            | -          |  |        |   | -         |                                                                                                                                                                                             |  |   | -         |  |  |                                                                                                                                                                                                                                                                                         | (210,654   
|Foreign
    exchange translation                                                    |  |      |  |                                                                                                                                                                                                                                                                                                                            | -          |  |        |   | -         |                                                                                                                                                                                             |  |   | -         |  |  |                                                                                                                                                                                                                                                                                         | -          
|Balance
                                            at January 31, 2021 (restated)* |  |      |  |                                                                                                                                                                                                                                                                                                                            | 41,218,008 |  |        |   | 6,409,558 |                                                                                                                                                                                             |  |   | 3,521,907 |  |  |                                                                                                                                                                                                                                                                                         | (10,522,764
|                                                                                    |  |      |  |                                                                                                                                                                                                                                                                                                                            |            |  |        |   |           |                                                                                                                                                                                             |  |   |           |  |  |                                                                                                                                                                                                                                                                                         |            
|Shares
    issued for private placement                                             |  | 12   |  |                                                                                                                                                                                                                                                                                                                            | 3,849,668  |  |        |   | 577,450   |                                                                                                                                                                                             |  |   | -         |  |  |                                                                                                                                                                                                                                                                                         | -          
|Share
    issuance costs                                                            |  | 12   |  |                                                                                                                                                                                                                                                                                                                            | -          |  |        |   | (80,512   | )                                                                                                                                                                                           |  |   | 58,273    |  |  |                                                                                                                                                                                                                                                                                         | -          
|Shares
    issued for subscription receipts                                         |  | 12   |  |                                                                                                                                                                                                                                                                                                                            | 6,460,872  |  |        |   | 969,131   |                                                                                                                                                                                             |  |   | -         |  |  |                                                                                                                                                                                                                                                                                         | -          
|Share
    issuance costs                                                            |  | 12   |  |                                                                                                                                                                                                                                                                                                                            | -          |  |        |   | (131,914  | )                                                                                                                                                                                           |  |   | 92,653    |  |  |                                                                                                                                                                                                                                                                                         | -          
|Shares
    issued for services                                                      |  | 12   |  |                                                                                                                                                                                                                                                                                                                            | 29,411     |  |        |   | 12,117    |                                                                                                                                                                                             |  |   | -         |  |  |                                                                                                                                                                                                                                                                                         | -          
|Share-based
    compensation                                                        |  | 12   |  |                                                                                                                                                                                                                                                                                                                            | -          |  |        |   | -         |                                                                                                                                                                                             |  |   | 335,194   |  |  |                                                                                                                                                                                                                                                                                         | -          
|Forgiveness
    of debt with related party                                          |  | 14   |  |                                                                                                                                                                                                                                                                                                                            | -          |  |        |   | -         |                                                                                                                                                                                             |  |   | 16,925    |  |  |                                                                                                                                                                                                                                                                                         | -          
|Cash
    received from short sell fees                                              |  | 12   |  |                                                                                                                                                                                                                                                                                                                            | -          |  |        |   | -         |                                                                                                                                                                                             |  |   | 9,977     |  |  |                                                                                                                                                                                                                                                                                         | -          
|Net
    loss                                                                        |  |      |  |                                                                                                                                                                                                                                                                                                                            | -          |  |        |   | -         |                                                                                                                                                                                             |  |   | -         |  |  |                                                                                                                                                                                                                                                                                         | (1,622,000 
|Foreign
    exchange translation                                                    |  |      |  |                                                                                                                                                                                                                                                                                                                            | -          |  |        |   | -         |                                                                                                                                                                                             |  |   | -         |  |  |                                                                                                                                                                                                                                                                                         | -          
|Balance,
    January 31, 2022                                                       |  |      |  |                                                                                                                                                                                                                                                                                                                            | 51,557,959 |  |        | $ | 7,755,830 |                                                                                                                                                                                             |  | $ | 4,034,929 |  |  | $                                                                                                                                                                                                                                                                                       | (12,144,764



*Restated
for change in presentation currency (Notes 2(c) and 5)



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



F-5 | Page









|RED METAL RESOURCES LTD.CONSOLIDATED STATEMENTS OF CASH FLOWS
                         (Expressed in Canadian Dollars) | 
|---------------------------------------------------------------------------------------------------------------------- | 



|                                                                           |  | Year ended  January 31, |           
|-------------------------------------------------------------------------- |  | ----------------------- | ----------
|                                                                           |  | 2022                    |           
|                                                                           |  |                         |           
|Cash flows used in operating activities                                    |  |                         |           
|Net loss                                                                   |  | $                       | (1,622,000
|                                                                           |  |                         |           
|Adjustments to reconcile net loss to net cash used in operating activities |  |                         |           
|Accrued interest on related party notes payable                            |  |                         | 118,144   
|Amortization                                                               |  |                         | 8,626     
|Cash paid for interest                                                     |  |                         | -         
|Forgiveness of debt                                                        |  |                         | (13,858   
|Share-based compensation                                                   |  |                         | 347,311   
|Changes in operating assets and liabilities                                |  |                         |           
|Prepaids and other receivables                                             |  |                         | (134,691  
|Accounts payable                                                           |  |                         | (13,735   
|Accrued liabilities                                                        |  |                         | 60,738    
|Due to related parties                                                     |  |                         | 144,550   
|Net cash used in operating activities                                      |  |                         | (1,104,915
|                                                                           |  |                         |           
|Cash flows used in investing activities                                    |  |                         |           
|Acquisition of equipment                                                   |  |                         | -         
|Net cash used in investing activities                                      |  |                         | -         
|                                                                           |  |                         |           
|Cash flows provided by financing activities                                |  |                         |           
|Issuance of notes payable to related parties                               |  |                         | 39,497    
|Cash received on subscription to shares                                    |  |                         | 555,211   
|Cash received on subscription to subscription receipts                     |  |                         | 929,870   
|Repayments of notes payable                                                |  |                         | (18,981   
|Cash received from short sell fees                                         |  |                         | 9,977     
|Net cash provided by financing activities                                  |  |                         | 1,515,574 
|                                                                           |  |                         |           
|Effects of foreign currency exchange on cash                               |  |                         | 3,172     
|                                                                           |  |                         |           
|Increase in cash                                                           |  |                         | 413,831   
|Cash, beginning                                                            |  |                         | 60,486    
|Cash, ending                                                               |  | $                       | 474,317   



*Restated
for change in presentation currency (Notes 2(c) and 5)



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



F-6 | Page







| | RED METAL RESOURCES LTD.
                         NOTES TO THE CONSOLIDATED
                         FINANCIAL STATEMENTS
                         (Expressed in Canadian Dollars)
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





|1. | NATURE AND CONTINUANCE OF OPERATIONS
|-- | ------------------------------------



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



The
Company’s head office is located at 1130 West Pender Street, Suite 820, Vancouver, British Columbia, V6E 4A4. Its registered office
address is 700 – 595 Burrard Street, Vancouver, British Columbia, V7X 1S8. The Company’s mailing address is 278 Bay Street,
Suite 102, Thunder Bay, Ontario, P7B 1R8. Polymet’s head office is located in Vallenar, III Region of Atacama, Chile.



These
consolidated financial statements have been prepared on the assumption that the Company will continue as a going concern, meaning
it will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary
course of operations. As at January 31, 2022, the Company has not advanced its mineral properties to commercial production and is not
able to finance day to day activities through operations. The Company’s continuation as a going concern is dependent upon the successful
results from its mineral property exploration activities and its ability to attain profitable operations and generate funds there from
and/or raise equity capital or borrowings sufficient to meet current and future obligations. As at January 31, 2022, the Company had
$474,317 cash and working capital of $379,864. The Company raises financing for its exploration and development activities in discrete
tranches to finance its activities for limited periods only. The Company has identified that further funding may be required for working
capital purposes, and to finance the Company’s exploration program and development of mineral assets. These conditions may cast
substantial doubt on the Company’s ability to continue as a going concern.



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



Uncertainty
Associated with Global Outbreak of COVID-19



In
March of 2020, the World Health Organization declared an outbreak of COVID-19 a global pandemic. The COVID-19 outbreak has impacted vast
array of businesses through the restrictions put in place by most governments internationally, including the USA, Canadian and Chilean
governments, as well as provincial and municipal governments, regarding travel, business operations and isolation/quarantine orders.
At this time, it is unknown to what extent the COVID-19 outbreak may impact the Company and its operations as this will depend on future
developments that are highly uncertain and that cannot be predicted with confidence. These uncertainties arise from the inability to
predict the ultimate geographic spread of the disease, and the duration of the outbreak, including the duration of travel restrictions,
business closures or disruptions, and quarantine/isolation measures that are currently, or may be put, in place world-wide to fight the
spread of the virus. While the extent of the impact is unknown, the COVID-19 outbreak may hinder the Company’s ability to raise
financing for exploration or operating costs due to uncertain capital markets, supply chain disruptions, increased government regulations
and other unanticipated factors, all of which may also negatively impact the Company’s business and financial condition.



|2. | STATEMENT OF COMPLIANCE BASIS OF PREPARATION
|-- | --------------------------------------------



a) Statement of Compliance



These
consolidated financial statements were authorized for issue on May 31, 2022, by the directors of the Company.



The
Company’s consolidated financial statements, including comparatives, have been prepared in accordance with accounting policies
consistent with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards
Board (“IASB”) and interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”).



F-7 | Page









| | RED METAL RESOURCES LTD.
                         NOTES TO THE CONSOLIDATED
                         FINANCIAL STATEMENTS
                         (Expressed in Canadian Dollars)
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



For
all periods up to and including the year ended January 31, 2021, the Company prepared its financial statements in accordance with United
States generally accepted accounting principles (“GAAP”). The consolidated financial statements for the year ended January
31, 2022, are the first the Company has prepared in accordance with IFRS. Refer to Note 4 for information on the IFRS adoption process.



b) Basis of Presentation



The
consolidated financial statements of the Company as at and for the years ended January 31, 2022 and 2021 comprise of the Company and
its wholly-owned subsidiary, Minera Polymet SpA, (together referred to as “Red Metal”, the “Company”). Polymet
is consolidated from the date of its incorporation, as Red Metal is the sole shareholder and therefore has the control and power to govern
the financial and operating policies of Miner Polymet as to obtain benefits from its activities. The Company will continue to consolidate
until the date Red Metal will no longer have control over Polymet. The financial statements of Polymet are prepared for the same reporting
period as the parent company, using consistent accounting policies. Balances, transactions, income and expenses between Red Metal and
Polymet are eliminated on consolidation.



The
consolidated financial statements have been prepared on an accrual basis and are based on historical costs, except certain financial
instruments, which are recorded at fair value. All amounts are expressed in Canadian dollars, the Company’s reporting currency
(Notes 2(c) and 5).



The
preparation of financial statements in compliance with IFRS requires management to make certain estimates, judgments and assumptions
that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported expenses during the
year. Actual results could differ from these estimates. The areas involving significant assumptions and estimates are disclosed in Note
6.



c) Foreign Currency Translation



Functional
& presentation currencies



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



During
the year ended January 31, 2022, the Company changed its presentation currency from the US dollar (“USD”) to the Canadian
dollar (“CAD”). The Company believes that the change in presentation currency will provide shareholders with a better reflection
of the Company’s business activities and enhance the comparability of the Company’s financial information to its peers. For
more details, see Note 5 of these audited consolidated financial statements.



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



Cash



Cash
comprises deposits in banks that are readily convertible into a known amount of cash, or with an initial maturity of less than 90 days.



Financial
instruments



The
following is the Company’s accounting policy for financial instruments under IFRS 9:



Financial
assets



i)
Classification



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



F-8 | Page









| | RED METAL RESOURCES LTD.
                         NOTES TO THE CONSOLIDATED
                         FINANCIAL STATEMENTS
                         (Expressed in Canadian Dollars)
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



ii)
Measurement



Financial
assets at amortized cost



Financial
assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs, respectively, and subsequently
carried at amortized cost less any impairment.



Financial
assets at FVTPL



Financial
assets carried at FVTPL are initially recorded at fair value and transaction costs are expensed to profit or loss. Realized and unrealized
gains and losses arising from changes in the fair value of the financial assets held at FVTPL are recognized in profit and loss in the
period in which they arise.



Debt
investments at FVTOCI



These
assets are subsequently measured at fair value. Interest income is calculated using the effective interest method, foreign exchange gains
and losses and impairment are recognized in profit or loss. Other net gains and losses are recognized in OCI. On derecognition, gains
and losses accumulated in OCI are reclassified to profit or loss



Equity
investments at FVTOCI



These
assets are subsequently measured at fair value. Dividends are recognized as income in profit or loss unless the dividend clearly represents
a recovery of part of the cost of the investment. Other net gains and losses are recognized in OCI and are never reclassified to profit
or loss.



iii)
Impairment of financial assets at amortized cost



IFRS
9 uses the expected credit loss (“ECL”) model. The credit loss model groups receivables based on similar credit risk characteristics
and days past due in order to estimate bad debts. The ECL model applies to the Company’s receivables.



An
‘expected credit loss’ impairment model 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.



(iv)
Derecognition



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



Financial
liabilities



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



F-9 | Page









| | RED METAL RESOURCES LTD.
                         NOTES TO THE CONSOLIDATED
                         FINANCIAL STATEMENTS
                         (Expressed in Canadian Dollars)
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



Gains
and losses on derecognition are generally recognized in profit or loss.



Exploration
and evaluation assets



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



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



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



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



| | ● | the
    period for which the Company has the right to explore in the specific area has expired during the period or will expire in the near
    future, and is not expected to be renewed;                                                               
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                          
| | ● | substantive
    expenditures on further exploration for and evaluation of mineral resources in the specific area is neither budgeted nor planned;                                                                                                        
| |   |                                                                                                                                                                                                                                                          
| | ● | exploration
    for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral
    resources and the entity has decided to discontinue such activities in the specific area; and
| |   |                                                                                                                                                                                                                                                          
| | ● | sufficient
    data exist to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the exploration
    and evaluation asset is unlikely to be recovered in full from successful development or by sale.



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



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



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



Restoration
and environmental obligations



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



F-10 | Page









| | RED METAL RESOURCES LTD.
                         NOTES TO THE CONSOLIDATED
                         FINANCIAL STATEMENTS
                         (Expressed in Canadian Dollars)
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



As
at January 31, 2022 and 2021, the Company had not recognized any provisions for restoration and environmental obligations.





Property,
plant and equipment



Property,
plant and equipment (“PPE”) are stated at cost less accumulated depreciation and accumulated impairment losses. The cost
of an item of PPE 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.



As
at January 31, 2022, the Company’s equipment consisted of work trucks which are depreciated at 30% using the diminishing balance
depreciation method.



An
item of PPE is derecognized upon disposal, when held for sale 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 the consolidated statement of comprehensive loss.



The
Company conducts an annual assessment of the residual balances, useful lives and depreciation methods being used for PPE and any changes
arising from the assessment are applied by the Company prospectively.



Where
an item of plant and equipment comprises major components with different useful lives, the components are accounted for as separate items
of plant and equipment. Expenditures incurred to replace a component of an item of property, plant and equipment that is accounted for
separately, the major inspection and overhaul expenditures of replacement of such a component are capitalized.



Income
taxes



Income
tax is recognized in net loss except to the extent that it relates to items recognized directly in equity or other comprehensive
income, in which case it is recognized in equity or other comprehensive income. Current tax expenseis the expected tax
payable on the taxable income for the year, using tax rates enacted or substantively enacted at period end, adjusted for amendments
to tax payable with regards to previous years.



Deferred
tax is recorded providing for temporary differences, between the carrying amounts of assets and liabilities for financial reporting purposes
and the amounts used for taxation purposes. The amount of deferred tax provided is based on the expected manner of realization or settlement
of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the statement of financial position
date.



A
deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the
asset can be utilized.



Share
capital



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



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



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



Share-based
payment



Share-based
payments to employees are measured at the fair value of the instruments issued and amortized over the vesting periods. Share-based payments
to non-employees are measured at the fair value of goods or services received or the fair value of the equity instruments issued, if
it is determined the fair value of the goods or services cannot be reliably measured, and are recorded at the date the goods or services
are received. The corresponding amount is recorded to the share-based payment reserve. The fair values of the instruments are determined
using the Black–Scholes Option Pricing model. The number of the instruments expected to vest is reviewed and adjusted at the end
of each reporting period such that the amount recognized for services received as consideration for the instruments granted shall be
based on the number of the instruments that eventually vest.



Income/(loss)
per share



Basic
income/(loss) per share is calculated by dividing the income/(loss) attributable to common shareholders by the weighted average number
of common shares outstanding in the period. For all periods presented, the income/(loss) attributable to common shareholders equals the
reported income/(loss) attributable to owners of the Company. Diluted income per share is calculated by the treasury stock method. Under
the treasury stock method, the weighted average number of common shares outstanding for the calculation of diluted income per share assumes
that the proceeds to be received on the exercise of dilutive share options and warrants are used to repurchase common shares at the average
market price during the period. The Company’s diluted loss per share does not include the effect of stock options or warrants as
they are anti-dilutive.



F-11 | Page









| | RED METAL RESOURCES LTD.
                         NOTES TO THE CONSOLIDATED
                         FINANCIAL STATEMENTS
                         (Expressed in Canadian Dollars)
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|4. | FIRST-TIME ADOPTION OF IFRS
|-- | ---------------------------



These
consolidated financial statements, for the year ended January 31, 2022, are the first the Company has prepared in accordance with IFRS.
For periods up to and including the year ended January 31, 2021, the Company prepared its financial statements in accordance with United
States generally accepted accounting principles (“GAAP”).



Accordingly,
the Company has prepared financial statements that comply with IFRS applicable as at January 31, 2022, together with the comparative
period data for the year ended January 31, 2021, as described in the summary of significant accounting policies. In preparing the financial
statements, the Company’s opening statement of financial position was prepared as at February 1, 2020. This note explains the principal
adjustments made by the Company in restating its GAAP consolidated financial statements, including the statement of financial position
as at February 1, 2020 and the financial statements as of, and for, the year ended January 31, 2021.



Exemptions
applied



IFRS
1 allows first-time adopters certain exemptions from the retrospective application of certain requirements under IFRS. The Company has
considered the following exemptions that were relevant to its business operations:



| | ● | The
    Company assessed all contracts existing at February 1, 2020, to determine whether a contract contains a lease based upon the conditions
    in place as at February 1, 2020. The Company determined that no lease liabilities existed.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The
Company assessed the effects of adoption of IFRS on the consolidated financial statements, for the years ended January 31, 2022 and 2021,
and determined that the adoption did not result in changes. Therefore no reconciliation was required.



|5. | CHANGE IN PRESENTATION CURRENCY
|-- | -------------------------------



Effective
February 1, 2021, the Company changed its presentation currency to Canadian dollars from US dollars. The Company believes that the change
in presentation currency will provide shareholders with a better reflection of the Company’s business activities and enhance the
comparability of the Company’s financial information to its industry peers. The change in presentation currency represents a voluntary
change in accounting policy, which is accounted for retrospectively.



In
order to satisfy the requirements of IAS 21 – The effects of changes in foreign exchange rates, with respect to the change
in presentation currency, the consolidated financial statements for the year ended January 31, 2021, have been restated from USD to CAD
using the procedures outlined below:



| | ● | assets
    and liabilities were translated to CAD using exchange rates at January 31, 2021;                                                                                                
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | ● | income
    and expenses were translated using average exchange rates during the year ended January 31, 2021;                                                                               
| | ● | share
    capital and deficit were translated at the historical rates prevailing at the dates of transactions; and                                                                         
| | ● | differences
    arising from the retranslation of the opening net assets at February 1, 2020, and the results for the year have been taken to the
    accumulated other comprehensive loss.



F-12 | Page









| | RED METAL RESOURCES LTD.
                         NOTES TO THE CONSOLIDATED
                         FINANCIAL STATEMENTS
                         (Expressed in Canadian Dollars)
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Consolidated
Statements of Financial Position



|                                            |  | January 31, 2021   |            |   | February 1, 2020 |  
|------------------------------------------- |  | ------------------ | ---------- | - | ---------------- | -
|                                            |  | As reported,  USD$ |            |   | Restated, CAD$   |  
|Cash                                        |  | $                  | 47,293     |   |                  | $
|Other current assets                        |  |                    | 994        |   |                  |  
|Equipment                                   |  |                    | 26,450     |   |                  |  
|Exploration and evaluation assets           |  |                    | 702,941    |   |                  |  
|Total assets                                |  | $                  | 777,678    |   |                  | $
|                                            |  |                    |            |   |                  |  
|Current liabilities                         |  | $                  | 208,744    |   |                  | $
|Non-current liabilities                     |  |                    | 1,210,035  |   |                  |  
|Total liabilities                           |  |                    | 1,418,779  |   |                  |  
|                                            |  |                    |            |   |                  |  
|Share capital                               |  |                    | 6,281,521  |   |                  |  
|Share-based payment reserve                 |  |                    | 2,891,764  |   |                  |  
|Deficit                                     |  |                    | (9,744,146 | ) |                  |  
|Accumulated other comprehensive loss        |  |                    | (70,240    | ) |                  |  
|Total shareholders’ deficit                 |  |                    | (641,101   | ) |                  |  
|Total liabilities and shareholders’ deficit |  | $                  | 777,678    |   |                  | $



Consolidated
Statement of Loss and Comprehensive Loss



|                                                                         |  | Year ended January 31, 2021 |         
|------------------------------------------------------------------------ |  | --------------------------- | --------
|                                                                         |  | As reported,  USD$          |         
|Operating expenses                                                       |  | $                           | (267,297
|Foreign exchange loss                                                    |  |                             | (2,148  
|Forgiveness of debt                                                      |  |                             | 189,228 
|Interest on notes payable                                                |  |                             | (79,037 
|Net loss                                                                 |  |                             | (159,254
|Foreign currency
                                            translation |  |                             | 4,209   
|Comprehensive loss                                                       |  | $                           | (155,045
|Earnings per share - basic and diluted                                   |  | $                           | (0.00   



|6. | SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS
|-- | ------------------------------------------------------------



The
preparation of these consolidated financial statements in conformity with IFRS requires management to make assumptions and estimates
that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of income and
expenses during the reporting period. These financial statements include estimates which, by their nature, are uncertain. These assumptions
and associated estimates are based on historical experience and other factors that are considered to be relevant. The current market
conditions introduce additional uncertainties, risks and complexities in management’s determination of the estimates and assumptions
used to prepare the Company’s financial results. As the COVID-19 pandemic and volatility in financial markets is an evolving situation,
management cannot reasonably estimate the length or severity of the impact on the Company. As such, actual results may differ from estimates
and the effect of such differences may be material. The impacts of such estimates are pervasive throughout the financial statements and
may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which
the estimate is revised and the revision affects both current and future periods.



F-13 | Page









| | RED METAL RESOURCES LTD.
                         NOTES TO THE CONSOLIDATED
                         FINANCIAL STATEMENTS
                         (Expressed in Canadian Dollars)
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



| | ● | classification/allocation
    of expenses as exploration and evaluation expenditures;                                                                                 
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | ● | classification
    and measurement of the Company’s financial assets and liabilities;                                                                                 
| | ● | determination
    that the Company is able to continue as a going concern; and                                                                                        
| | ● | determination
    whether there have been any events or changes in circumstances that indicate the impairment of the Company’s exploration and
    evaluations assets.



Key
sources of estimation uncertainty include the following:



| | ● | the
    carrying value and recoverability of exploration and evaluation assets;             
| | - | --------------------------------------------------------------------------------------------
| | ● | recoverability
    and measurement of deferred tax assets;                                  
| | ● | provisions
    for restoration and environmental obligations and contingent liabilities; and
| | ● | measurement
    of share-based transactions.                                                



|7. | FINANCIAL INSTRUMENTS AND RISKS
|-- | -------------------------------



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



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

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

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



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



Categories
of financial instruments



|As at:                 |  | January 31, 2022 |         |  | January 31, 2021 |   |         | February 1, 2020 | 
|---------------------- |  | ---------------- | ------- |  | ---------------- | - | ------- | ---------------- | 
|Financial assets:      |  |                  |         |  |                  |   |         |                  | 
|FVTPL                  |  |                  |         |  |                  |   |         |                  | 
|Cash                   |  | $                | 474,317 |  |                  | $ | 60,486  |                  | 
|Financial liabilities: |  |                  |         |  |                  |   |         |                  | 
|Amortized cost         |  |                  |         |  |                  |   |         |                  | 
|Accounts payable       |  | $                | 87,938  |  |                  | $ | 100,658 |                  | 
|Accrued liabilities    |  | $                | 102,208 |  |                  | $ | 56,850  |                  | 
|Due to related parties |  | $                | 57,254  |  |                  | $ | 90,117  |                  | 
|Notes payable          |  | $                | -       |  |                  | $ | 19,215  |                  | 



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



|As at January 31, 2022 |  | Level 1 |         |  | Level 2 |   |   | Level 3 |  |   | Total | 
|---------------------- |  | ------- | ------- |  | ------- | - | - | ------- |  | - | ----- | 
|Cash                   |  | $       | 474,317 |  |         | $ | - |         |  | $ | -     | 
|                       |  |         |         |  |         |   |   |         |  |   |       | 
|                       |  | $       | 474,317 |  |         | $ | - |         |  | $ | -     | 



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



F-14 | Page









| | RED METAL RESOURCES LTD.
                         NOTES TO THE CONSOLIDATED
                         FINANCIAL STATEMENTS
                         (Expressed in Canadian Dollars)
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Risk
management



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



Credit
risk:



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



Market
risk:



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



i.
Interest rate risk:



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



ii.
Currency risk:



Foreign
currency risk is the risk that the fair values of future cash flows of a financial instrument will fluctuate because they are denominated
in currencies that differ from the respective functional currency. The Company has offices in Canada and Chile, and holds cash in Canadian,
United States, and Chilean Peso currencies. A significant change in the currency exchange rates between the Canadian dollar relative
to US dollar and Chilean Peso could have an effect on the Company’s results of operations, financial position, and/or cash flows.
At January 31, 2022, the Company had no hedging agreements in place with respect to foreign exchange rates. As the majority of the transactions
of the Company are denominated in CAD and Chilean Peso currencies, movements in the foreign exchange rates are not expected to have a
material impact on the consolidated statements of comprehensive loss.



iii.
Equity price risk:



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



Liquidity
risk:



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



Subsequent
to January 31, 2022, the Company received additional $432,702 loan proceeds from the Company’s CEO and Director and closed the
first tranche of equity financing for aggregate gross proceeds of $496,300 (Notes 14 and 16). The Company’s access
to financing is uncertain. There can be no assurance of continued access to significant debt or equity funding.



The
following table details the remaining contractual maturities of the Company’s financial liabilities as of January 31, 2022:



|                                         |  | Within 1 year |         |  | 1-5 years |   |           | 5+ years | 
|---------------------------------------- |  | ------------- | ------- |  | --------- | - | --------- | -------- | 
|Accounts payable and accrued liabilities |  | $             | 190,146 |  |           | $ | -         |          | 
|Amounts due to related parties           |  |               | 57,254  |  |           |   | 159,513   |          | 
|Loans payable(1)                         |  |               | -       |  |           |   | 1,684,462 |          | 
|Withholding taxes payable                |  |               | -       |  |           |   | -         |          | 
|                                         |  | $             | 247,400 |  |           | $ | 1,843,975 |          | 



(1)
Payments denominated in foreign currencies have been translated using the January 31, 2022, exchange rate.





F-15 | Page









| | RED METAL RESOURCES LTD.
                         NOTES TO THE CONSOLIDATED
                         FINANCIAL STATEMENTS
                         (Expressed in Canadian Dollars)
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





|8. | EXPLORATION AND EVALUATION ASSETS
|-- | ---------------------------------



As
of January 31, 2022, and 2021, the Company’s interest in exploration and evaluation assets consisted of three active copper-gold
projects on two properties, namely the Farellón and Perth Projects both located on the Carrizal Property, and the Mateo Project
located on the Mateo Property. The Company capitalizes acquisition costs incurred on the Company’s exploration and evaluation properties;
the costs associated with exploration and drilling programs as well as property tax payments are expensed as period costs in the period
they are incurred. Following tables present, as of January 31, 2022 and 2021, acquisition costs associated with each property:



Exploration
and evaluation assets at January 31, 2022



|                            |  | January 31, 2021 (restated)* |         |  | Effect of foreign currency translation |   |         | January 31, 2022 | 
|--------------------------- |  | ---------------------------- | ------- |  | -------------------------------------- | - | ------- | ---------------- | 
|Farellón Project            |  |                              |         |  |                                        |   |         |                  | 
|Farellón                    |  | $                            | 473,792 |  |                                        | $ | (41,403 | )                | 
|Quina                       |  |                              | 182,618 |  |                                        |   | (15,958 | )                | 
|Exeter                      |  |                              | 185,479 |  |                                        |   | (16,209 | )                | 
|Sub-total, Farellón Project |  |                              | 841,889 |  |                                        |   | (73,570 | )                | 
|                            |  |                              |         |  |                                        |   |         |                  | 
|Perth Project               |  |                              | 58,573  |  |                                        |   | (5,119  | )                | 
|                            |  |                              |         |  |                                        |   |         |                  | 
|Total costs                 |  | $                            | 900,463 |  |                                        | $ | (78,690 | )                | 



Exploration
and evaluation assets at January 31, 2021



|                            |  | January 31, 2020 (restated)* |         |  | Effect of foreign currency translation |   |        | January 31, 2021 (restated)* | 
|--------------------------- |  | ---------------------------- | ------- |  | -------------------------------------- | - | ------ | ---------------------------- | 
|Farellón Project            |  |                              |         |  |                                        |   |        |                              | 
|Farellón                    |  | $                            | 454,749 |  |                                        | $ | 19,043 |                              | 
|Quina                       |  |                              | 175,278 |  |                                        |   | 7,341  |                              | 
|Exeter                      |  |                              | 178,024 |  |                                        |   | 7,455  |                              | 
|Sub-total, Farellón Project |  |                              | 808,051 |  |                                        |   | 33,839 |                              | 
|                            |  |                              |         |  |                                        |   |        |                              | 
|Perth Project               |  |                              | 56,219  |  |                                        |   | 2,354  |                              | 
|                            |  |                              |         |  |                                        |   |        |                              | 
|Total costs                 |  | $                            | 864,270 |  |                                        | $ | 36,193 |                              | 



During
the year ended January 31, 2022, the Company incurred the following costs associated with the exploration activities on its mineral properties:



Exploration
costs for the year ended January 31, 2022



|                                        |  | Farellón Project |         |  | Perth Project |   |        | Mateo Project |  |   | Total Costs | 
|--------------------------------------- |  | ---------------- | ------- |  | ------------- | - | ------ | ------------- |  | - | ----------- | 
|Property taxes paid                     |  | $                | 24,321  |  |               | $ | 52,151 |               |  | $ | 10,716      | 
|Geology                                 |  |                  | 27,509  |  |               |   | -      |               |  |   | -           | 
|Drilling                                |  |                  | 150,222 |  |               |   | -      |               |  |   | -           | 
|Equipment used                          |  |                  | 5,754   |  |               |   | -      |               |  |   | -           | 
|Camp costs (including meals and travel) |  |                  | 30,938  |  |               |   | -      |               |  |   | -           | 
|Total exploration costs                 |  | $                | 238,744 |  |               | $ | 52,151 |               |  | $ | 10,716      | 



F-16 | Page









| | RED METAL RESOURCES LTD.
                         NOTES TO THE CONSOLIDATED
                         FINANCIAL STATEMENTS
                         (Expressed in Canadian Dollars)
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Exploration
costs for the year ended January 31, 2021



|                                        |  | Farellón Project |       |  | Perth Project |   |   | Mateo Project |  |   | Total Costs | 
|--------------------------------------- |  | ---------------- | ----- |  | ------------- | - | - | ------------- |  | - | ----------- | 
|Property taxes paid                     |  | $                | 684   |  |               | $ | - |               |  | $ | -           | 
|Geology                                 |  |                  | -     |  |               |   | - |               |  |   | -           | 
|Drilling                                |  |                  | -     |  |               |   | - |               |  |   | -           | 
|Equipment used                          |  |                  | -     |  |               |   | - |               |  |   | -           | 
|Camp costs (including meals and travel) |  |                  | 866   |  |               |   | - |               |  |   | -           | 
|Total exploration costs                 |  | $                | 1,550 |  |               | $ | - |               |  | $ | -           | 



In
addition to the costs listed in the tables above, during the year ended January 31, 2022, the Company incurred $6,058 in regulatory fees
associated with claim maintenance fees (2021 - $5,722).



|9. | EQUIPMENT
|-- | ---------



Changes
in equipment cost, depreciation and net book value of the equipment at January 31, 2022 and 2021, are as follows:



|Cost                                   |  | Equipment |       
|-------------------------------------- |  | --------- | ------
|Balance at February 1, 2020            |  | $         | 15,174
|Additions                              |  |           | 36,562
|Effect of foreign currency translation |  |           | 1,979 
|Balance at January 31, 2021            |  |           | 53,715
|Additions                              |  |           | -     
|Effect of foreign currency translation |  |           | (4,694
|Balance at January 31, 2022            |  | $         | 49,021
|                                       |  |           |       
|Accumulated depreciation               |  |           |       
|Balance at February 1, 2020            |  | $         | 14,118
|Additions                              |  |           | 5,016 
|Effect of foreign currency translation |  |           | 699   
|Balance at January 31, 2021            |  |           | 19,833
|Additions                              |  |           | 8,626 
|Effect of foreign currency translation |  |           | (2,075
|Balance at January 31, 2022            |  | $         | 26,384
|                                       |  |           |       
|Net carrying amounts                   |  |           |       
|Balance, January 31, 2021              |  | $         | 33,882
|Balance, January 31, 2022              |  | $         | 22,637



|10. | PREPAIDS AND OTHER RECEIVABLES
|--- | ------------------------------



Prepaids
and other receivables consisted of the following as at January 31, 2022 and 2021:



|                                                     |  | January 31, 2022 |         |  | January 31, 2021 |  
|---------------------------------------------------- |  | ---------------- | ------- |  | ---------------- | -
|                                                     |  |                  |         |  |                  |  
|Chilean corporate tax prepayment                     |  | $                | 652     |  |                  | $
|GST/HST receivable                                   |  |                  | 11,785  |  |                  |  
|Prepaid deposits for drilling program                |  |                  | 21,065  |  |                  |  
|Prepaid expenses for general and administrative fees |  |                  | 119,445 |  |                  |  
|Total prepaids and other receivables                 |  | $                | 152,947 |  |                  | $



F-17 | Page









| | RED METAL RESOURCES LTD.
                         NOTES TO THE CONSOLIDATED
                         FINANCIAL STATEMENTS
                         (Expressed in Canadian Dollars)
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|11. | WITHHOLDING TAXES PAYABLE
|--- | -------------------------



On
July 31, 2020, the Company reclassified $146,237 in Chilean withholding taxes payable from current liabilities to long-term liabilities.
As at January 31, 2022, and 2021, the Company had $151,907 and $149,387 in Chilean withholding taxes payable, respectively.



|12. | SHARE CAPITAL
|--- | -------------



On
February 10, 2021, the Company changed its corporate jurisdiction from the State of Nevada to the Province of British Columbia. The Articles
of Incorporation and Bylaws of the Company, under the Nevada Revised Statutes, were replaced with the Articles of the Company, under
the Business Corporations Act (British Columbia). The authorized capital of the Company was amended to an unlimited number of
common shares without par value (the “Shares”). The Company retroactively reclassified $6,424,684 associated with the historical
share issuances from additional paid-in capital to common stock.



On
May 14, 2021, the Company issued 29,411 shares of its common stock to a consultant for investor relations services. The Shares were issued
pursuant to an independent contractors services agreement whereby the Company agreed to a USD$5,000 monthly fee payable to a consultant
during a three-month period commencing on April 14, 2021. At the discretion of the Company, the cash fee could have been paid in common
shares of the Company at a deemed price of USD$0.17 (CAD$0.206)  per share for a total of 29,411 shares per month. At the time of the
share issuance, the fair market value of the shares was USD$0.34 (CAD$0.41), therefore the Company recognized $12,117 as part of its
investor relation fees.



On
May 17, 2021, the Company closed a non-brokered private placement by issuing 3,849,668 units at a price of $0.15 per unit (each a “Unit”)
for gross proceeds of $577,450 (the “Unit Offering”). Each Unit consisted of one common share and one common share purchase
warrant (the “Warrant”). Each Warrant entitles the holder thereof to purchase one additional common share of the Company
at an exercise price of $0.20 per common share for a period of 24 months from the date of issue. The Warrants are subject to an acceleration
clause in the event that the common shares are listed on a recognized stock exchange and trade at a price of $0.30 or greater for 10
consecutive trading days, in which event the Company may notify warrant holders that the Warrants must be exercised within a period of
30 days. In case the Warrant holders do not exercise them within the accelerated 30-day period, the warrants will expire automatically.
The Warrants were assigned $Nil value based on the residual method, as the fair market value of the Shares was above the offering price.



In
connection with the Unit Offering, the Company paid cash commissions aggregating $22,239 and issued 149,310 Warrants to registered broker-dealers
valued at $58,273. The Warrants are subject to the same terms and conditions as the Warrants purchased by other subscribers in the Unit
Offering. The Company used Black-Scholes option pricing model to determine the value of the broker warrants. The following assumptions
were used:



|Expected Life of the broker warrants  |  | 2 years |     
|------------------------------------- |  | ------- | ----
|Risk-Free Interest Rate               |  |         | 0.16
|Expected Dividend Yield               |  |         | Nil 
|Expected Stock Price Volatility       |  |         | 255 
|Fair Value at the date of transaction |  | $       | 0.45



On
June 15, 2021, the Company closed a non-brokered private placement by issuing 6,460,872 subscription receipts (each a “Subscription
Receipt”) at a price of $0.15 per Subscription Receipt for aggregate gross proceeds of $969,131 (the “SR Offering”).



Each
Subscription Receipt automatically entitled the holder thereof, without payment of any additional consideration and without further action
on the part of the holder, to acquire one Subscription Receipt Unit (an “SR Unit”). Each SR Unit consisted of one common
share and one common share purchase warrant of the Company (each, an “SR Warrant”). Each SR Warrant entitles the holder to
purchase an additional common share of the Company at a price of $0.30 per common share, if exercised during the first year following
the release from escrow, and at a price of $0.60, if exercised during the second year following the release from escrow. The SR Warrants
were assigned $Nil value based on the residual method, as the fair market value of the Shares was above the offering price.



F-18 | Page









| | RED METAL RESOURCES LTD.
                         NOTES TO THE CONSOLIDATED
                         FINANCIAL STATEMENTS
                         (Expressed in Canadian Dollars)
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Until
the escrow release conditions (including the listing of the Company’s common shares on a recognized stock exchange in Canada) were
met in full, the Subscription Receipts, and the proceeds of the SR Offering were held in trust by an escrow agent appointed by the Company.



On
November 18, 2021, the Company received a receipt for a final non-offering prospectus with the B.C. Securities Commission after which,
having satisfied the escrow release conditions, the escrowed funds were released to the Company effective November 22, 2021, and an aggregate
of 6,460,872 Subscription Receipts were automatically converted, without any further consideration, into 6,460,872 common shares of the
Company and 6,460,872 SR Warrants.



In
connection with the closing of the SR Offering, the Company paid certain registered investment dealers a total of $39,261 and issued
228,389 warrants to the finders valued at $92,653 (the “Broker SR Warrants”).



The
Broker SR Warrants are subject to the same terms and conditions as the SR Warrants purchased by other subscribers in the SR Offering.
The Company used Black-Scholes option pricing model to determine the value of the Broker SR Warrants. The following assumptions were
used:



|Expected Life of the Broker SR Warrants |  |   | 2 years |  
|--------------------------------------- |  | - | ------- | -
|Risk-Free Interest Rate                 |  |   | 1.04    | %
|Expected Dividend Yield                 |  |   | Nil     |  
|Expected Stock Price Volatility         |  |   | 265     | %
|Fair Value at the date of transaction   |  | $ | 0.43    |  



Warrants



The
changes in the number of warrants outstanding during the years ended January 31, 2022 and 2021, are as follows:



|                                |  | Year ended January 31, 2022 |            |  | Year ended January 31, 2021                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  
|------------------------------- |  | --------------------------- | ---------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -
|                                |  | Number of warrants          |            |  | Weighted average exercise
                                                                                                                                                                                                                                                                                                                                                                                                                                                                        price |  
|Warrants outstanding, beginning |  |                             | -          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | $
|Warrants issued                 |  |                             | 10,688,239 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | $
|Warrants expired                |  |                             | -          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | $
|Warrants outstanding, ending    |  |                             | 10,688,239 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | $



Details
of warrants outstanding as at January 31, 2022, are as follows:



|Number of warrants exercisable |            |     | Grant date |                   | Exercise price
|------------------------------ | ---------- | --- | ---------- | ----------------- | --------------
|                               | 3,849,668  |     |            | May 17, 2021      |               
|                               | 149,310    | (1) |            | May 17, 2021      |               
|                               | 6,460,872  |     |            | November 23, 2021 |               
|                               | 228,389    | (1) |            | November 23, 2021 |               
|                               | 10,688,239 |     |            |                   |               



| | (1) | Broker
                                            warrants issued on closing of the Unit Offering and SR Offering.
| | --- | -------------------------------------------------------------------------------------------------------------------



F-19 | Page







| | RED METAL RESOURCES LTD.
                         NOTES TO THE CONSOLIDATED
                         FINANCIAL STATEMENTS
                         (Expressed in Canadian Dollars)
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



At
January 31, 2022, the weighted average life of the warrants was 1.62 years.



Options



On
July 13, 2021, the Company adopted an incentive stock option plan (the “Option Plan”) which provides that the Board of Directors
of the Company may, from time to time, at their discretion and in accordance with the CSE requirements, grant stock options to directors,
officers and technical consultants for up to 10% of the issued and outstanding common shares of the Company. Such options are exercisable
for a period of up to ten years from the date of grant. Exercise price and vesting terms are determined at the time of grant by the Board
of Directors.



On
November 24, 2021, the Company’s board of directors granted 1,750,000 incentive stock options to its directors, officers, and consultants.
The stock options are exercisable at a price of $0.25 per share for a period of five years expiring on November 24, 2026. The options
to acquire up to 1,700,000 shares vested immediately upon grant, and the Company recognized $330,425 as share-based compensation associated
with these options. The fair value of these stock options was estimated using the Black-Scholes Option Pricing model using the following
assumptions:



|                                |  | November 24, 2021 |        
|------------------------------- |  | ----------------- | -------
|Expected life                   |  |                   | 5 years
|Annualized volatility           |  |                   | 186    
|Risk-free interest rate         |  |                   | 1.56   
|Dividend yield                  |  |                   | Nil    
|Fair Value at the date of grant |  | $                 | 0.20   



The
option to acquire up to 50,000 shares issued to a consultant for investor relation services vests over a period of 12 months at a rate
of 12,500 options per quarter beginning on February 24, 2022. During the year ended January 31, 2022, the Company recognized $4,770 as
share-based compensation associated with these options. The fair value of these stock options was estimated using the Black-Scholes Option
Pricing model using the following assumptions:



|                        |  | November 24, 2021 |        
|----------------------- |  | ----------------- | -------
|Expected life           |  |                   | 5 years
|Annualized volatility   |  |                   | 195    
|Risk-free interest rate |  |                   | 1.64   
|Dividend yield          |  |                   | Nil    
|Fair Value at vesting   |  | $                 | 0.25   



At
January 31, 2022, the Company had 1,750,000 share purchase options issued and outstanding, with 1,700,000 share purchase options exercisable
on that date. All options were exercisable at $0.25 per share, with the weighted average life of 4.82 years.



Recovery
of Short-Swing Profits



During
the year ended January 31, 2022, the Company received $9,977 related to the recovery of short-swing profits under Section 16(b) of the
Securities Exchange Act of 1934, as amended. The Company did not have similar transactions during the year ended January 31, 2021.



|13. | FORGIVENESS OF DEBT
|--- | -------------------



During
the year ended January 31, 2022, the Company’s legal counsel agreed to forgive $13,667 the Company owed for services. In addition,
the Company recorded $191 as forgiveness of debt associated with reversal of an old debt which exceeded the statute of limitations as
promulgated under Chilean Laws.



F-20 | Page









| | RED METAL RESOURCES LTD.
                         NOTES TO THE CONSOLIDATED
                         FINANCIAL STATEMENTS
                         (Expressed in Canadian Dollars)
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



During
the year ended January 31, 2021, the Company entered into an agreement with its former legal representative in Chile (the “Debt
Holder”) whereby the Debt Holder agreed to forgive the amounts the Company owed to him for unpaid salaries, being $169,940 (101,385,974
pesos), and a total of $34,030 (20,302,303 pesos) the Company owed under 8% notes payable, in exchange for $53,408 (USD$40,000), of which
$28,128 (USD$25,000) the Company paid on August 10, 2020, and $18,981 (USD$15,000) on September 9, 2021. In addition, during the year
ended January 31, 2021, the Company recorded $102,465 as forgiveness of debt associated with reversal of an old debt which exceeded the
statute of limitations as promulgated under Chilean Laws. These transactions resulted in a total gain on forgiveness of debt of $255,493
(of which $2,466 is attributed to effect of foreign currency translation).



|14. | RELATED-PARTY TRANSACTIONS
|--- | --------------------------



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



The
following amounts were due to related parties as at:



|                                                          |  | January 31, 2022 |        |  | January 31, 2021 |  
|--------------------------------------------------------- |  | ---------------- | ------ |  | ---------------- | -
|                                                          |  |                  |        |  |                  |  
|Due to a company owned by an officer and director (a)     |  | $                | 21     |  |                  | $
|Due to a company controlled by officers and directors (a) |  |                  | 39,565 |  |                  |  
|Due to a company controlled by officers and directors (a) |  |                  | 5,650  |  |                  |  
|Due to the Chief Executive Officer (“CEO”) (a), (b)       |  |                  | 5,476  |  |                  |  
|Due to the Chief Financial Officer (“CFO”) (a), (b)       |  |                  | 1,272  |  |                  |  
|Due to a major shareholder (a), (b)                       |  |                  | 3,180  |  |                  |  
|Due to a company controlled by a director (a)             |  |                  | 2,090  |  |                  |  
|Total due to related parties                              |  | $                | 57,254 |  |                  | $



| | (a) | Amounts
    are unsecured, due on demand and bear no interest.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (b) | On
    July 29, 2020, Polymet entered into mining royalty agreements (the “NSR Agreements”) with the Company’s CEO, CFO,
    and the major shareholder (the “Purchasers”) to sell net smelter returns (the “NSR”) on its mineral concessions.
    NSR range from 0.3% to 1.25% depending on particular concession and the Purchaser. The Company’s CEO agreed to acquire the
    NSR for $1,908 (USD$1,500), CFO agreed to acquire the NSR for $1,272 (USD$1,000), and the major shareholder agreed to acquire the
    NSR for $3,180 (USD$2,500).
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     | The
    NSR will be paid quarterly once commercial exploitation begins and will be paid on gold, silver, copper and cobalt sales. If, within
    two years, the Company does not commence commercial exploitation of the mineral properties, an annual payment of $10,000 per purchaser
    will be paid.                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     | Pursuant
    to Chilean law, the NSR agreements will come in force only when registered against the land title in Chile. Due to temporary safety
    restrictions associated with COVID-19 pandemic, the registration of the NSR Agreements has been deferred, therefore the payments
    made by the CEO, CFO, and the major shareholder have been recorded as advances on the books of the Company and will be applied towards
    the NSR Agreements, once they are fully legalized.                                                           



F-21 | Page









| | RED METAL RESOURCES LTD.
                         NOTES TO THE CONSOLIDATED
                         FINANCIAL STATEMENTS
                         (Expressed in Canadian Dollars)
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



On
October 31, 2021, the Company and its related parties agreed to defer certain debt the Company owed to them until January 31, 2023. As
at January 31, 2022, the following amounts were included in long-term debt due to related parties:



|                                                          |  | January 31, 2022 |        
|--------------------------------------------------------- |  | ---------------- | -------
|                                                          |  |                  |        
|Due to a company owned by an officer and director (c)     |  | $                | 74,763 
|Due to a company controlled by officers and directors (c) |  |                  | 84,750 
|Total due to related parties                              |  | $                | 159,513



| | (c) | Amounts
    are unsecured, bear no interest, and are payable on or after January 31, 2023.
| | --- | ------------------------------------------------------------------------------------------



The
following amounts were due under the notes payable the Company issued to related parties:



|                                                                   |  | January 31, 2022 |           |  | January 31, 2021 |  
|------------------------------------------------------------------ |  | ---------------- | --------- |  | ---------------- | -
|                                                                   |  |                  |           |  |                  |  
|Note payable to CEO (d)                                            |  | $                | 804,309   |  |                  | $
|Note payable to CFO (d)                                            |  |                  | 14,298    |  |                  |  
|Note payable to a company controlled by officers and directors (d) |  |                  | 566,166   |  |                  |  
|Note payable to a major shareholder (d)                            |  |                  | 170,730   |  |                  |  
|Total notes payable to related parties                             |  | $                | 1,555,503 |  |                  | $



| | (d) | The
    notes payable to related parties accumulate interest at a rate of 8% per annum, are unsecured, and are payable on or after January
    31, 2023, as renegotiated by the Company on August 31, 2021.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



During
the year ended January 31, 2022, the Company accrued $118,144 (January 31, 2021 - $104,422) in interest expense on the notes payable
to related parties.



Transactions
with Related Parties



During
the years ended January 31, 2022 and 2021, the Company incurred the following expenses with related parties:



|                                                                                                            |  | Year
ended January 31, |        
|----------------------------------------------------------------------------------------------------------- |  | ---------------------- | -------
|                                                                                                            |  | 2022                   |        
|Consulting fees to a company owned by an officer and director                                               |  | $                      | 59,141 
|Consulting fees to a company controlled by officers and directors                                           |  |                        | 60,070 
|Consulting fees paid or accrued to a company controlled by VP of Finance                                    |  |                        | 24,036 
|Consulting fees to an officer and director                                                                  |  |                        | -      
|Mineral exploration expenses paid to a company controlled by officers and directors                         |  |                        | 42,760 
|Legal fees paid to a company controlled by a director                                                       |  |                        | 37,036 
|Rent fees accrued to a company controlled by officers and directors                                         |  |                        | 9,034  
|Stock-based compensation for options to acquire up to 1,390,000 Shares issued
    to directors and officers |  |                        | 270,170
|Total transactions with related parties                                                                     |  | $                      | 502,247



On
January 31, 2022, a company controlled by directors agreed to forgive a total of $16,925 the Company owed on account of office rent fees.
The forgiveness of debt was recorded as part of share-based reserves.



At January 31, 2022, the Company
had prepaid consulting fees to VP of Finance of $7,120.



|15. | SEGMENTED
    INFORMATION
|--- | -------------------------



The
Company has one operating segment, the exploration of mineral properties, and two geographical segments with all current exploration
activities being conducted in Chile. All of the Company’s equipment and exploration and evaluation assets are located in Chile
as follows:



|                                  |  | Year ended January 31, |        
|--------------------------------- |  | ---------------------- | -------
|                                  |  | 2022                   |        
|                                  |  |                        |        
|Equipment                         |  | $                      | 22,637 
|Exploration and evaluation assets |  |                        | 821,773
|                                  |  | $                      | 844,410



|16. | INCOME TAXES
|--- | ------------



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





|                                                                 |  | Year ended January 31, |           
|---------------------------------------------------------------- |  | ---------------------- | ----------
|                                                                 |  | 2022                   |           
|                                                                 |  |                        |           
|Net loss before tax                                              |  | $                      | (1,622,000
|Statutory income tax rate                                        |  |                        | 27        
|Expected income tax recovery at statutory income tax rates       |  |                        | (438,000  
|Non-deductible expenditures                                      |  |                        | 90,924    
|Difference in foreign tax rates, foreign exchange                |  |                        | -         
|Other                                                            |  |                        | (136,333  
|Adjustment to prior year provisions versus statutory tax returns |  |                        | 39,409    
|Change in valuation allowance                                    |  |                        | 444,000   
|Income tax recovery                                              |  | $                      | -         



*Restated
for change in presentation currency (Notes 2(c) and 5)



F-22 | Page









| | RED METAL RESOURCES LTD.
                         NOTES TO THE CONSOLIDATED
                         FINANCIAL STATEMENTS
                         (Expressed in Canadian Dollars)
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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





|                                   |  | Year ended January 31, |           
|---------------------------------- |  | ---------------------- | ----------
|                                   |  | 2022                   |           
|                                   |  |                        |           
|Deferred tax assets (liabilities): |  |                        |           
|Federal loss carryforwards         |  | $                      | 1,267,000 
|Foreign loss carryforwards         |  |                        | 1,359,000 
|Mineral properties                 |  |                        | 38,000    
|                                   |  |                        | 2,664,000 
|Valuation allowance                |  |                        | (2,664,000
|Net deferred tax asset             |  | $                      | -         



*Restated
for change in presentation currency (Notes 2(c) and 5)



The
Company has approximately $5,704,000 in net operating loss carry forwards that may be offset against future taxable income, which may
be used to reduce future taxable income and expire in the years 2034 - 2042. The Company also has approximately $5,035,000 of Chilean
tax losses. The Chilean tax losses can be carried forward indefinitely.



|17. | SUBSEQUENT EVENTS
|--- | -----------------



Subsequent
to January 31, 2022, the Company announced its intention to complete a non-brokered private placement (the “2022 Offering”)
of up to 6,666,667 units (the “2022 Units”) at a price of $0.15 per 2022 Unit for gross proceeds of up to $1,000,000. Each
2022 Unit will consist of one common Share and one whole transferable common share purchase warrant (a “2022 Warrant”). Each
whole 2022 Warrant will entitle the holder thereof, on exercise, to purchase one Share (a “2022 Warrant Share”) until the
close of business on the day which is 24 months from its date of issue at an exercise price of $0.30 per 2022 Warrant Share for the first
12 months from its date of issue and $0.60 per 2022 Warrant Share for the remaining 12 months. On May 16, 2022, the Company closed the
first tranche of the 2022 Offering for gross proceeds of $496,300. In connection with the first tranche of the 2022 Offering, the Company
paid aggregate finder’s fees of $30,314 and issued 202,090 Share purchase warrants with the same terms as 2022 Warrants.



Subsequent
to January 31, 2022, the Company issued a number of notes payable to its CEO, for a total of $432,702. The notes payable accumulate interest
at a rate of 8% per annum, are unsecured, and are payable on demand.



F-23 | Page







| | Item
                                            19 | Exhibits
| | --------------------------------------------------- | --------



|Exhibit
    
Number |  | Exhibit                                                                                                                                                      
|------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.1                 |  | Articles of Red Metal Resources Ltd.                                                                                                                         
|1.2                 |  | Certificate of Continuation dated February 10, 2021 (incorporated by reference to exhibit 3.3 of Form 10-K filed on May 3, 2021)                             
|2(d)                |  | Description of Securities                                                                                                                                    
|4.1                 |  | Escrow Agreement dated November 9, 2021                                                                                                                      
|4.2                 |  | Mining Royalty Agreement with Caitlin Jeffs dated for reference July 29, 2020 (incorporated by reference to exhibit 10.1 of Form 8-K filed on August 5, 2020)
|4.3                 |  | Mining Royalty Agreement with Richard Jeffs dated for reference July 29, 2020 (incorporated by reference to exhibit 10.2 of Form 8-K filed on August 5, 2020)
|4.4                 |  | Mining Royalty Agreement with Joao da Costa dated for reference July 29, 2020 (incorporated by reference to exhibit 10.3 of Form 8-K filed on August 5, 2020)
|4.5                 |  | Stock Option Plan (incorporated by reference to exhibit 10.1 of Form 8-K filed on July 15, 2021)                                                             
|4.6                 |  | Loan Agreements and Notes Payable among Red Metal Resources Ltd. and Caitlin Jeffs                                                                           
|8.1                 |  | List of significant subsidiaries of the Company (incorporated by reference to exhibit 21.1 of Form 10-K filed on May 3, 2021)                                
|11.1                |  | Code of Business Ethics                                                                                                                                      
|11.2                |  | Audit Committee Charter                                                                                                                                      
|12.1                |  | Certification of Chief Executive Officer pursuant to Rule 13a – 14(a) and 15d – 14(a)                                                                        
|12.2                |  | Certification of Chief Financial Officer pursuant to Rule 13a – 14(a) and 15d – 14(a)                                                                        
|13.1                |  | Certification pursuant to Section 1350 of Title 18 of the United States Code (Principal Executive Officer)                                                   
|13.2                |  | Certification pursuant to Section 1350 of Title 18 of the United States Code (Principal Financial and Accounting Officer)                                    
|15.1                |  | Consent of Scott Jobin-Bevans                                                                                                                                
|15.2                |  | Management’s Discussion and Analysis for the year ended January 31, 2022                                                                                     
|15.3                |  | Management’s Discussion and Analysis for the year ended January 31, 2021 (Incorporated by reference to Form 10-K filed with the SEC on May 3, 2021)          



77







SIGNATURE



The
registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized
the undersigned to sign this Annual Report on its behalf.



RED
METAL RESOURCES LTD.



|/s/
    Caitlin Jeffs | 
|--------------------- | 
|Caitlin
    Jeffs     | 



Chief
Executive Officer

Date:
May 31, 2022



78