Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

Share Name	Share Symbol	Market	Type
Pacific Booker Minerals Inc (PK)	USOTC:PBMLF	OTCMarkets	Common Stock

	Price Change	% Change	Share Price	Bid Price	Offer Price	High Price	Low Price	Open Price	Shares Traded	Last Trade
	0.00	0.00%	0.3779	0.2608	0.4291				0.00	21:00:10

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 AND 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the Period June 2024 File No. 001-33649

Pacific Booker Minerals Inc.

(Name of Registrant)

#1203 – 1166 Alberni Street, Vancouver, B.C. V6E 3Z3

(Address of principal executive offices)

1.Interim Financial Statements for the period ended April 30, 2024

2.Management Discussion and Analysis

Indicate by check mark whether the Registrant files or will file annual reports under cover of Form 20-F or Form 40-F. FORM 20-F xFORM 40-F ¨

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Form 6-K to be signed on its behalf by the undersigned, thereunto duly authorized.

Pacific Booker Minerals Inc.

(Registrant)

Dated: June 25, 2024

By: /s/ “John Plourde”

John Plourde,

President and CEO

PACIFIC BOOKER MINERALS INC.

CONDENSED INTERIM FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)

THREE MONTH PERIOD ENDED APRIL 30, 2024

CONTENTS	PAGE #
Notice	3
Condensed Interim Statements of Financial Position	4
Condensed Interim Statements of Comprehensive Loss	5
Condensed Interim Statements of Changes in Equity	6
Condensed Interim Statements of Cash Flows	7
Notes to the Condensed Interim Financial Statements	8 to 27

NOTICE

The accompanying unaudited condensed interim financial statements have been prepared by management and approved by the Audit Committee and Board of Directors.

The Company’s independent auditors have not performed a review of these financial statements

PACIFIC BOOKER MINERALS INC.

CONDENSED INTERIM STATEMENTS OF FINANCIAL POSITION

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)

	April 30, 2024		January 31, 2024

ASSETS
Current assets
Cash and cash equivalents	$	61,621	$	137,283
Receivables		3,002		1,593
Prepaid expenses and deposits		10,249		11,146
		74,872		150,022

Exploration and evaluation assets (Note 5)		434,908		419,046
Equipment, vehicles and furniture (Note 6)		12,083		13,063
Office Lease Right of Use (Note 3(m))		108,723		-
Reclamation deposits		123,600		123,600

Total assets	$	754,186	$	705,731

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued liabilities	$	21,440	$	21,833
Amounts owing to related parties (Note 9)		376,688		343,104
Office Lease Liability-current (Note 3(m))		26,164		-
		424,292		364,937

Office Lease Liability-long term (Note 3(m))		83,055		-


Total Liabilities		507,347		364,937

Shareholders' equity
Share Capital (Note 7)		54,452,511		54,452,511
Contributed surplus (Note 7)		22,241,883		22,241,883
Deficit		(76,447,555)		(76,353,600)

		246,839		340,794

Total liabilities and shareholders’ equity	$	754,186	$	705,731

Going concern: Note 2(b)

Commitment: Note 11

Subsequent Event: Note 15

Approved by the Board of Directors and authorized for issue on June 25, 2024:

	"Gregory Anderson"			"John Plourde"
	Gregory Anderson, Chairman			John Plourde, CEO

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

PACIFIC BOOKER MINERALS INC.

CONDENSED INTERIM STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)

	Three month period ended April 30,
	2024		2023

OPERATING EXPENSES
Consulting fees – related party (Note 9)	$	-	$	450
Consulting fees - Option based payments (Note 7 & 9)		-		-
Depreciation		980		1,402
Directors fees		1,500		2,500
Directors fees - Option based payments (Note 7 & 9)		-		-
Filing and transfer agent fees		7,749		8,208
Foreign exchange (gain)loss		(85)		(3,907)
Finance income		(200)		-
Investor relations – related party (Note 9)		33,000		33,000
Office and miscellaneous		379		5,301
Office lease and rental costs (Note 3(m))		21,585		20,549
Professional fees (Note 9)		8,338		12,452
Shareholder information and promotion		811		2,758
Telephone		1,038		1,328
Travel		18,860		10,675

Net loss and comprehensive loss for the year	$	(93,955)		(94,716)

Weighted average number of common shares outstanding (basic and diluted)		16,816,969		16,816,969

Basic and diluted loss per share (Note 8)	$	(0.01)		(0.01)

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

PACIFIC BOOKER MINERALS INC.

CONDENSED INTERIM STATEMENTS OF CHANGES IN EQUITY

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)


	Number of Shares	Share Capital Amount		Contributed Surplus		Deficit			Total

Balance, February 1, 2023	16,816,969	$	54,452,511	$	22,199,793	$	(75,829,695)	$		822,609
Net loss for the period	-		-		-		(94,716)			(94,716)

Balance, April 30, 2023	16,816,969	$	54,452,511	$	22,199,793	$	(75,924,411)	$		727,893
Option based payments	-		-		42,090		-			42,090
Net loss for the period	-		-		-		(429,189)			(429,189)

Balance, January 31, 2024	16,816,969	$	54,452,511	$	22,241,883	$	(76,353,600)	$		340,794
Net loss for the period	-		-		-		(93,955)			(93,955)

Balance, April 30, 2024	16,816,969	$	54,452,511	$	22,241,883	$	(76,447,555)	$		246,839

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

PACIFIC BOOKER MINERALS INC.

CONDENSED INTERIM STATEMENTS OF CASH FLOWS

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)

	Three month period ended April 30,
	2024		2023

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the year	$	(93,955)	$	(94,716)
Items not affecting cash:
Depreciation		980		1,402
Option based payments		-		-

Changes in non-cash working capital items:
(Increase)/decrease in receivables		(1,409)		(2,878)
(Increase)/decrease in prepaids and deposits		897		(19,487)
Increase/(decrease) in accounts payable and accrued liabilities		(375)		(2,348)
Increase/(decrease) in amounts owing to related parties		33,584		(10,830)
Increase/(decrease) in Office Lease asset and liabilities		496		-

Net cash used in operating activities		(59,782)		(128,857)


CASH FLOWS FROM FINANCING ACTIVITIES

Options exercised		-		-

Net cash provided by financing activities		-		-


CASH FLOWS FROM INVESTING ACTIVITIES
Exploration and evaluation costs (net of recovery)		(15,880)		(10,614)

Net cash used in investing activities		(15,880)		(10,614)

Change in cash and cash equivalents during the period		(75,662)		(139,471)

Cash and cash equivalents, beginning of period		137,283		543,204

Cash and cash equivalents, end of period	$	61,621	$	403,733

Supplemental disclosure with respect to cash flows (Note 10)

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

PACIFIC BOOKER MINERALS INC.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)

FOR THE THREE MONTHS ENDED APRIL 30, 2024 and 2023

1.CORPORATE INFORMATION

The Company was incorporated on February 18, 1983 under the Company Act of British Columbia as Booker Gold Explorations Limited. On February 8, 2000, the Company changed its name to Pacific Booker Minerals Inc. The address of the Company’s corporate office and principal place of business is located at Suite #1203 - 1166 Alberni Street, Vancouver, British Columbia, Canada.

The Company’s principal business activity is the exploration of its mineral property interests, with its principal mineral property interests located in Canada. The Company is listed on the TSX Venture Exchange (“TSX-V”) under the symbol “BKM” and was listed on the NYSE MKT Equities Exchange (“NYSE MKT”) under the symbol “PBM” until the voluntary delisting on April 29, 2016.

2.BASIS OF PRESENTATION

(a)Statement of compliance

These condensed interim financial statements and the notes thereto (the "Financial Statements") are unaudited and are prepared in accordance with International Accounting Standard 34, Interim Financial Reporting (“IAS 34”) and so do not include all of the information required for full annual statements.

The accounting policies and method of computation applied in these condensed interim financial statements are the same as those applied by the Company in its financial statements as at and for the year ended January 31, 2024. These condensed interim financial statements should be read in conjunction with the audited financial statements for the year ended January 31, 2024.

The material accounting policies applied in these condensed interim financial statements are based on IFRS issued and outstanding on June 25, 2024, the date on which the Board of Directors approved the condensed interim financial statements for filing.

(b)Going concern of operations

These financial statements have been prepared on the basis of the accounting principles applicable to a going concern, which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.

A going concern in accounting is a term that indicates whether or not the entity can continue in business for the next fiscal year. Indicators against a “going concern” are negative cash flows from operations, consecutive losses from operations, and an accumulated deficit.

The Company is a resource company, and must incur expenses during the process of exploring and evaluating a mineral property to prove the commercial viability of the ore body, a necessary step in the process of developing a property to the production stage. As a non-producing resource company, the Company has no operating income, cash flow is generated mostly by the sale of shares by the Company, and an accumulated deficit is the result of operations and exploration activities without production.

PACIFIC BOOKER MINERALS INC.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)

FOR THE THREE MONTHS ENDED APRIL 30, 2024 and 2023

2.BASIS OF PRESENTATION (cont’d)

(b)Going concern of operations (cont’d)

The Company has incurred losses and negative cash flows from operations since inception and has an accumulated deficit. The ability of the Company to continue as a going concern depends upon its ability to continue to raise adequate financing and to develop profitable operations in the future.

The ability of the Company to realize the costs it has incurred to date on its mineral property interests is dependent upon the Company being able to continue to finance its exploration and evaluation costs. To date, the Company has not earned any revenue and is considered to be in the advanced exploration stage.

Management has based “the ability to continue in operations” judgement on various factors including (but not limited to) the opinion of management that the Morrison project will receive the necessary certificates/permits to allow the Company to proceed with the development of the project to the production phase, that the Company’s claims are in good standing, the NI 43-101 feasibility study (completed in 2009) shows commercially viable quantities of mineral resources. The Company has sufficient cash on hand to meet its obligations for the fiscal year and may receive proceeds from the exercise of options to ensure the Company’s financial resources.

There can be no assurance that the Company will be able to continue to raise funds in which case the Company may be unable to meet its obligations. Should the Company be unable to realize on its assets and discharge its liabilities in the normal course of business, the net realizable value of its assets may be materially less than the amounts recorded on the statements of financial position. These material uncertainties cast significant doubt on the Company's ability to continue as a going concern. These financial statements do not include the adjustments that would be necessary should the Company be unable to continue as a going concern.

	April 30, 2024	January 31, 2024

Working capital (deficiency)	$ (432,475)	$ (214,915)
Loss for the period	(93,955)	(523,905)
Deficit	(76,447,555)	(76,353,600)

(c)Basis of Measurement

The financial statements have been prepared under the historical cost convention, except for certain financial instruments which are measured at fair value.

(d)Functional and presentation currency

The financial statements are presented in Canadian dollars, which is Company’s functional and presentation currency.

PACIFIC BOOKER MINERALS INC.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)

FOR THE THREE MONTHS ENDED APRIL 30, 2024 and 2023

2.BASIS OF PRESENTATION (cont’d)

(e)Critical accounting judgements

The preparation of these financial statements, in conformity with IFRS, requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions of accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected by that revision.

(i)Going concern

The Company’s ability to execute its strategy by funding future working capital requirements requires judgment. Assumptions are continually evaluated and are based on historical experience and expectations of future events that are believed to be reasonable under the circumstances (see Note 2(b)).

(f)Key sources of estimation uncertainty

(i)Recoverability of asset carrying values for equipment, vehicles and furniture

The declining balance depreciation method used reflects the pattern in which management expects the asset’s future economic benefits to be consumed by the Company. The Company assesses its equipment, vehicles and furniture for possible impairment as described in Note 3(d), if there are events or changes in circumstances that indicate that the recorded carrying values of the assets may not be recoverable at every reporting period. Such indicators include changes in the Company’s business plans affecting the asset use and anticipated life and evidence of current physical damage.

(ii)Option based payments

The Company has an equity-settled option to purchase shares plan for Eligible Persons (as defined by the policies of the TSX Venture Exchange and/or National Instrument 45-106). The fair value of the share purchase options are estimated on the measurement date by using the Black-Scholes option-pricing model, based on certain assumptions and recognized as option based payments expense over the vesting period of the option with a corresponding increase to equity as contributed surplus. Those assumptions are described in Note 7 of the annual financial statements and include, among others, expected volatility, forfeiture rate, expected life of the options and number of options expected to vest.

(iii)Exploration and evaluation assets

Although the Company has taken steps to verify title to mineral properties in which it has an interest in accordance with industry standards for the current stage of exploration of such properties, these procedures do not guarantee the Company’s title. Property title may be subject to unregistered prior agreements and non-compliance with regulatory requirements.

Recovery of amounts indicated under exploration and evaluation assets are subject to the discovery of economically recoverable reserves, the Company’s ability to obtain the necessary permits, the Company's ability to obtain the financing required to complete development and profitable future production or the proceeds from the sale of such assets.

PACIFIC BOOKER MINERALS INC.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)

FOR THE THREE MONTHS ENDED APRIL 30, 2024 and 2023

2.BASIS OF PRESENTATION (cont’d)

(f)Key sources of estimation uncertainty (cont’d)

(iii)Exploration and evaluation assets (cont’d)

Management reviews the property for impairments on an on-going basis. As discussed at Note 3(d), the provisions of IFRS 6 related to the determination of whether impairment indicators exist are subject to significant judgement, and any resultant impairment losses recognized cannot typically be determined independent of the historic deferred costs incurred due to a lack of relevant and available data.

(iv)Restoration and close down provisions

The Company recognizes reclamation and close down provisions based on “Best Estimate” which can be based on internal or external costs. The Company is required to have a bond in place in an amount determined by the provincial government to provide for the costs of reclamation of the site disturbances. This bond shows as Reclamation deposit asset on the statement of financial position. Significant assumptions used by management to ascertain the provision are described in Note 3(e).

(v)Taxes

Provisions for income tax liabilities and assets are calculated using the best estimate of the tax amounts prepared by knowledgeable persons, based on an assessment of relevant factors. The Company reviews the adequacy of the estimate at the end of the reporting period. It is possible that at some future date, an additional liability or asset could result from audits by the taxing authorities. Where the final outcome of these tax-related matters is different from the amounts that were originally recorded, such differences will be reflected in the tax provisions in the current period when such determination is made.

3.SUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION

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

(a)Foreign currency translation

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

(b)Cash and cash equivalents

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

PACIFIC BOOKER MINERALS INC.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)

FOR THE THREE MONTHS ENDED APRIL 30, 2024 and 2023

3.SUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION (cont’d)

(c)Mineral property interests and Exploration and evaluation assets

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

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

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

(d)Impairment

(i)Financial assets

The Company assesses on a forward-looking basis, the expected credit losses associated with its assets, even if no actual loss events have taken place. In addition to past events and current conditions, reasonable and supportable forward-looking information that is available without undue cost or effort is considered in determining impairment. One model applies to all financial instruments subject to impairment testing.

(ii)Non-financial assets

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

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

·Exploration rights have / will expire in the near future;

·No future substantive exploration expenditures are budgeted;

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

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

PACIFIC BOOKER MINERALS INC.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)

FOR THE THREE MONTHS ENDED APRIL 30, 2024 and 2023

3.SUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION (cont’d)

(d)Impairment (cont’d)

(ii)Non-financial assets (cont’d)

Prior to January 31, 2022, the carrying value of the exploration and evaluation assets was reflective of historical costs incurred, which may or may not reflect their eventual recoverable value.

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

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

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

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

PACIFIC BOOKER MINERALS INC.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)

FOR THE THREE MONTHS ENDED APRIL 30, 2024 and 2023

3.SUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION (cont’d)

(e)Restoration and close down provision

The Company is required to have a bond in place in an amount determined by the Ministry of Mines to provide for the costs of reclamation of the site disturbances. This bond shows as Reclamation deposit in the assets on the statement of financial position. The reclamation obligation is generally considered to have been incurred when mine assets are constructed or the ground environment is disturbed at the project location.

The Company also estimates the timing of the outlays, which is subject to change depending on continued operation or newly discovered reserves. Additional disturbances or changes in restoration obligations will be recognized when they occur.

The Company has determined that it has no additional restoration obligations as at April 30, 2024.

(f)Equipment, vehicles and furniture

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

Automobile	30% declining balance
Computer and electronic equipment	45% declining balance
Office furniture	20% declining balance

(g)Option based payments

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

(h)Private placement unit offerings

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

PACIFIC BOOKER MINERALS INC.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)

FOR THE THREE MONTHS ENDED APRIL 30, 2024 and 2023

3.SUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION (cont’d)

(h)Private placement unit offerings (cont’d)

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

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

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

If a Warrant holder exercises the option to convert the Warrants into common shares, the accounting for the exercise will include the transfer of the Warrant Reserve value to the Share Capital account. The accounting for unexercised Warrants will transfer the Warrant Reserve value to the Contributed Surplus account at the date the Warrants expire unexercised.

(i)Loss per share

The basic and diluted loss per share shown in these statements is calculated using the weighted-average number of common shares outstanding during the year.

The weighted average number of common shares outstanding for the three month period ended April 30, 2024 does not include the 2,465,000 (2023 – 2,950,000) stock options outstanding as the inclusion of these amounts would reduce the loss per share amount and are therefore considered anti-dilutive.

(j)Income taxes

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

(i)Current tax

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

PACIFIC BOOKER MINERALS INC.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)

FOR THE THREE MONTHS ENDED APRIL 30, 2024 and 2023

3.SUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION (cont’d)

(j)Income taxes (cont’d)

(ii)Deferred tax

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

Deferred tax liabilities:

·are generally recognized for all taxable temporary differences;

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

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

Deferred tax assets:

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

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

(k)Financial instruments

The Company recognizes all financial assets initially at fair value and classifies them into one of the following measurement categories: fair value through profit or loss (“FVTPL”), fair value through other comprehensive (“FVTOCI”) or amortized cost, as appropriate.

Financial liabilities are initially recognized at fair value and classified as either FVTPL or amortized cost, as appropriate.

Financial assets are derecognized when the rights to receive cash flows from the investments have expired or have been transferred and the Company has transferred substantially all risks and rewards of ownership.

PACIFIC BOOKER MINERALS INC.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)

FOR THE THREE MONTHS ENDED APRIL 30, 2024 and 2023

3.SUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION (cont’d)

(k)Financial instruments (cont’d)

At each reporting date, the Company assesses whether there is objective evidence that a financial asset has been impaired.

The Company had made the following classification of its financial instruments:

Financial asset or liability	Category
Cash and cash equivalents	amortized cost
Receivables (excluding GST receivable)	amortized cost
Reclamation deposits	amortized cost
Accounts payable and accrued liabilities	amortized cost
Amounts owing to related parties	amortized cost

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

·Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;

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

·Level 3 – Inputs that are not based on observable market data.

(l)Equity instruments

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

(m)Leases

Effective February 1, 2024, the Company signed a three year lease that has an early termination provision after 18 months with a penalty of one months rent required for early termination. Under IFRS 16, the disclosure must show the Right of Use asset, the depreciation of that asset and the corresponding liability, with an appropriate interest percentage factored in. These expenses have been grouped together on the Statement of Comprehensive Loss to allow comparison to the prior fiscal periods.

The amount shown includes ROU depreciation ($9,884), Interest expense ($2,267), Office operations cost ($7,888), Office Rent ($393 for the 2023 reconciliation), and the cost for a parking space for the Company vehicle ($1,153) for a total of $21,585 (2023 - 20,549)

PACIFIC BOOKER MINERALS INC.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)

FOR THE THREE MONTHS ENDED APRIL 30, 2024 and 2023

3.SUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION (cont’d)

(n)Provisions

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

(o)Finance costs

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

4.RECENTLY ADOPTED ACCOUNTING STANDARDS, AND ACCOUNTING STANDARDS ISSUED BUT NOT YET EFFECTIVE

There are no IFRS or International Financial Reporting Interpretations Committee interpretations that are not yet effective that would be expected to have a material impact on the Company’s financial statements.

5.EXPLORATION AND EVALUATION ASSETS

Morrison claims, Omineca Mining Division, British Columbia

In 1998, the Company obtained, and subsequently completed, an option from Noranda Mining and Exploration Inc. ("Noranda" which was subsequently acquired by Glencore PLC, "Glencore”) whereby it earned an initial 50% interest in the Morrison claims.

On April 19, 2004, the Company signed an agreement whereby Noranda agreed to sell its remaining 50% interest to the Company such that the Company would have a 100% interest in the Morrison claims.

In order to obtain the remaining 50% interest, the Company agreed to:

i)on or before June 19, 2004, pay $1,000,000 (paid), issue 250,000 common shares (issued) and issue 250,000 share purchase warrants exercisable at $4.05 per share until June 5, 2006 (issued);

ii)pay $1,000,000 on or before October 19, 2005 (paid);

iii)pay $1,500,000 on or before April 19, 2007 (paid); and

iv)issue 250,000 common shares on or before commencement of commercial production. In the event the trading price of the Company’s common shares is below $4.00 per share, the Company is obligated to pay, in cash, the difference between $1,000,000 and the average trading price which is less than $4.00 per share multiplied by 250,000 common shares.

The Company has agreed to execute a re-transfer of its 100% interest to Glencore if it fails to comply with the outstanding terms of the agreement ((iv) above).

PACIFIC BOOKER MINERALS INC.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)

FOR THE THREE MONTHS ENDED APRIL 30, 2024 and 2023

5.EXPLORATION AND EVALUATION ASSETS (cont’d)

Morrison claims, Omineca Mining Division, British Columbia (cont’d)

The Company has also acquired a 100% interest in certain mineral claims located contiguous to the Morrison claims, subject to 1.5% NSR royalty in consideration for the issuance of 45,000 common shares at a value of $180,000.

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

The Company began exploration of the Morrison property in October 1997. A positive Feasibility Study, as defined by National Instrument 43-101, was released by the Company for the Morrison Copper/Gold Project in February 2009. The study described the scope, design and financial viability of a conventional open pit mine with a 30,000 tonnes per day mill with a 21 year mine life. The mineral reserve estimates have been prepared and classified in accordance with CIM Classification established under National Instrument 43-101 of the Canadian Securities Administrators. The reserve estimate takes into consideration all geologic, mining, milling and economic factors and is stated according to the Canadian Standards. Under US standards, no reserve declaration is possible until financing and permits are acquired.

The Company is currently in the design stage of the exploration and evaluation of the Morrison property.

Indication of Impairment

An impairment allowance was recorded effective as at January 31, 2022 on the basis of the refusal by the BC Government to grant an Environmental Assessment certificate in February 2022. The Company was unable to demonstrate that a new application for the EAC would be successful or that the accumulated costs would be recoverable by a sale of the assets. Accordingly, the Company made an allowance for the full amount that had been capitalized as both acquisition and deferred exploration costs.

The impairment charge recorded is based solely on the lack of available objective evidence that would support an alternative estimate of fair value in respect to the property interest.

Prior to January 31, 2022, the Company had capitalized and continued to defer its historic exploration and evaluation costs incurred on the basis that no clear indicators of impairment existed.

During the 2023 fiscal year, the Company has re-commenced capitalizing current exploration and evaluation costs incurred on the project on the basis of a judgement that these are clearly immaterial in relation to the impairment charge taken during the comparative fiscal year, and in the context of the inherent uncertainty associated with the project's current fair value. On this basis, management is of the view that, as at April 30, 2024, no impairment indicators apply specifically in respect to the current carrying value of the property.

Impairment losses recognized in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists.

PACIFIC BOOKER MINERALS INC.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)

FOR THE THREE MONTHS ENDED APRIL 30, 2024 and 2023

5.EXPLORATION AND EVALUATION ASSETS (cont’d)

Morrison claims, Omineca Mining Division, British Columbia (cont’d)

Continuity of acquisition cost

April 30,

2024

April 30,

2023

Balance, beginning and end of period

$ -

Continuity of exploration costs

	Three month period ended April 30,
	2024	2023

Balance, beginning of period	$ 419,046	$ 182,456

Exploration and evaluation costs
Additions
Staking and recording	15,318	9,701
Environmental
Sub-contracts and labour	544	896

Total exploration and evaluation costs for the period	15,862	10,597

Balance, end of period	$ 434,908	$ 193,053

PACIFIC BOOKER MINERALS INC.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)

FOR THE THREE MONTHS ENDED APRIL 30, 2024 and 2023

6.EQUIPMENT, VEHICLES AND FURNITURE

	Balance February 1, 2024		Additions for the period		Disposals for the period		Balance April 30, 2024

Automobile
Value at Cost	$	62,633	$	-	$	-	$	62,633
Accumulated Depreciation		(49,851)		(959)		-		(50,810)
Net book value		12,782		(959)		-		11,823

Office furniture and equipment
Value at Cost		15,394		-		-		15,394
Accumulated Depreciation		(15,221)		(9)		-		(15,230)
Net book value		173		(9)		-		164

Computer equipment
Value at Cost		33,384		-		-		33,384
Accumulated Depreciation		(33,276)		(12)		-		(33,288)
Net book value		108		(12)		-		96

Totals	$	13,063	$	(980)	$	-	$	12,083

	Balance February 1, 2023		Additions for the year		Disposals for the year		Balance January 31, 2024

Automobile
Value at Cost	$	62,633	$	-	$	-	$	62,633
Accumulated Depreciation		(44,373)		(5,478)		-		(49,851)
Net book value		18,260		(5,478)		-		12,782

Office furniture and equipment
Value at Cost		15,394		-		-		15,394
Accumulated Depreciation		(15,178)		(43)		-		(15,221)
Net book value		216		(43)		-		173

Computer equipment
Value at Cost		33,384		-		-		33,384
Accumulated Depreciation		(33,188)		(88)		-		(33,276)
Net book value		196		(88)		-		108

Totals	$	18,672	$	(5,609)	$	-	$	13,063

PACIFIC BOOKER MINERALS INC.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)

FOR THE THREE MONTHS ENDED APRIL 30, 2024 and 2023

7.SHARE CAPITAL, OPTION BASED PAYMENTS & CONTRIBUTED SURPLUS

Authorized Share Capital: 100,000,000 common shares without par value

During the three month period ended April 30, 2024 and 2023, the Company did not announce or complete any private placements.

Option based payments

During the fiscal year ended January 31, 2004, the Company adopted an equity settled stock option plan whereby the Company can reserve approximately 20% of its outstanding shares for issuance to Eligible Persons (as defined by the policies of the TSX Venture Exchange and/or National Instrument 45-106). Under the plan, the exercise price of each option equals the market price of the Company’s stock as calculated on the date of grant. These options can be granted for a maximum term of 10 years.

During the three month period ended April 30, 2024, no stock options were granted (2023 – nil) at an averaged exercise price of $nil (2023 – $nil).

During the three month period ended April 30, 2024, no stock options expired unexercised (2023 – 275,000) at an averaged exercise price of $nil (2023 - $3.00).

During the three month period ended April 30, 2024, no stock options were exercised (2023 – nil) at an exercise price of $nil (2023 - $nil) for total proceeds of $nil (2023 - $nil).

Stock option transactions are summarized as follows:

	Three month period ended April 30,
	2024			2023
	Number of Options	Weighted Average Exercise Price		Number of Options	Weighted Average Exercise Price

Outstanding, beginning of year	2,465,000	$	2.87	3,225,000	$	2.90
Granted	-	$	-	-	$	-
Expired	-	$	-	(275,000)	$	3.00
Exercised	-	$	-	-	$	-

Outstanding, end of period	2,465,000	$	2.87	2,950,000	$	2.82

Options exercisable, end of period	2,465,000	$	2.87	2,950,000	$	2.82

Weighted average remaining life of outstanding options granted in years			1.85			2.58

PACIFIC BOOKER MINERALS INC.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)

FOR THE THREE MONTHS ENDED APRIL 30, 2024 and 2023

7.SHARE CAPITAL, OPTION BASED PAYMENTS & CONTRIBUTED SURPLUS (cont’d)

Option based payments (cont’d)

The following stock options were outstanding at April 30, 2024:

Number of Options Outstanding	Number Currently Exercisable	Exercise Price	Expiry Date

700,000	700,000	$ 3.00	November 6, 2024
100,000	100,000	$ 2.00	February 23, 2026
1,515,000	1,515,000	$ 3.00	August 17, 2026
150,000	150,000	$ 1.50	November 22, 2027

Option based payment expense

Total option based payments recognized during the three month period ended April 30, 2024 was $nil (2023 – $nil) which has been recorded in the statements of comprehensive loss as option based payments with corresponding contributed surplus recorded in shareholders' equity.

Warrants

No share purchase warrants were outstanding at April 30 2024 and 2023.

8.LOSS PER SHARE

The weighted average number of common shares outstanding for the three month period ended April 30, 2024 does not include the 2,465,000 (2023 - 2,950,000) stock options outstanding as the inclusion of these amounts would reduce the loss per share amount and are therefore considered anti-dilutive. Basic and diluted loss per share is calculated using the weighted-average number of common shares outstanding during the period.

	Three month period ended April 30,
	2024	2023

Basic and diluted loss per common share	$ (0.01)	$ (0.01)

Weighted average number of common shares outstanding (basic and diluted)	16,816,969	16,816,969

PACIFIC BOOKER MINERALS INC.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)

FOR THE THREE MONTHS ENDED APRIL 30, 2024 and 2023

9.TRANSACTIONS WITH AND AMOUNTS OWING TO RELATED PARTIES

The Company entered into the following transactions with related parties:

	Three month period ended April 30,
	2024			2023
	Amounts paid or payable	Option based payment	Payable at period end	Amounts paid or payable	Option based payment	Payable at period end
To a director for:
investor relations	$ 33,000	$ -	$ 350,595	$ 33,000	$ -	$ 15,023
consulting (a)	-	-	-	450	-	236

Owed to directors			-			1,000

To an officer (b)	7,963	-	26,093	12,000	-	3,767

	$ 40,963	$ -	$ 376,688	$ 45,450	$ -	$ 20,026

a)fees for services which have been capitalized to subcontracts on the Morrison claims and as option based payments and other services which have been allocated to operating expenses as consulting fees.

b)for accounting and management services.

These transactions were in the normal course of operations and have been measured at their exchange amount, which is the amount of consideration established and agreed to by the related parties. The amounts owing are non-interest bearing, unsecured and have no fixed terms of repayment.

Compensation of key management personnel

Key management personnel include directors and executive officers of the Company. The option based payment amounts (non-cash item) and compensation paid or payable to key management personnel is as follows:

	Three month period ended April 30,
	2024	2023

Remuneration or fees	$ 42,463	$ 47,950
Option based payments (non-cash item)	-	-
Total compensation for key management personnel	$ 42,463	$ 47,950

10.SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

	Three month period ended April 30,
	2024	2023

Non-cash transactions were as follows:
exploration and evaluation asset
included in accounts payable	$ 3	$ 6

PACIFIC BOOKER MINERALS INC.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)

FOR THE THREE MONTHS ENDED APRIL 30, 2024 and 2023

11.COMMITMENTS

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

12.SEGMENTED INFORMATION

The Company has determined that it had only one operating segment, i.e. mining exploration. The Company’s mining operations are centralized whereby the Company’s head office is responsible for the exploration results and to provide support in addressing local and regional issues. As at April 30, 2024 and 2023, the Company’s assets are all located in Canada (Notes 5 and 7).

13.FINANCIAL INSTRUMENTS & FINANCIAL RISK MANAGEMENT

The Company's financial instruments include cash and cash equivalents, accounts receivable (excluding GST), accounts payable and accrued liabilities, amounts owing to related parties and reclamation deposits. Cash is recognized at fair value and subsequently measured at amortized cost. The carrying values of these financial instruments approximate their fair values due to their relatively short periods to maturity.

The Company’s financial instruments at April 30, 2024 are cash and cash equivalents in the amount of $61,621 (2023 - $403,733), recognized at fair value and subsequently measured at amortized cost.

The Company's risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to market conditions and the Company's activities. The Board of Directors has overall responsibility for the establishment and oversight of the Company's risk management framework. The Board has implemented and monitors compliance with risk management policies.

The Company has some exposure to credit risk, liquidity risk and market risk as a result of its use of financial instruments. This note presents information about the Company's exposure to each of the above risks and the Company's objectives, policies and processes for measuring and managing these risks. Further quantitative disclosures are included throughout these financial statements.

(a)Credit risk

Credit risk is the risk of financial loss to the Company if the counterparty to a financial instrument fails to meet its contractual obligations. The Company's receivables primarily relate to Goods & Services Tax input tax credits. Accordingly, the Company views credit risk on receivables as minimal.

PACIFIC BOOKER MINERALS INC.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)

FOR THE THREE MONTHS ENDED APRIL 30, 2024 and 2023

13.FINANCIAL INSTRUMENTS & FINANCIAL RISK MANAGEMENT (cont’d)

(b)Liquidity risk

Liquidity risk is the risk that the Company will incur difficulties meeting its financial obligations as they are due. The Company's approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions without incurring unacceptable losses or risking harm to the Company's reputation.

The Company anticipates it will have adequate liquidity to fund its financial liabilities through cash on hand and future equity contributions.

As at April 30, 2024, the Company's financial liabilities were comprised of accounts payable and accrued liabilities and amounts owing to related parties which have a maturity of less than one year.

(c)Market risk

Market risk consists of currency risk, commodity price risk and interest rate risk. The objective of market risk management is to manage and control market risk exposures within acceptable limits, while maximizing returns.

Currency risk

Foreign currency exchange rate risk is the risk that the fair value or future cash flows will fluctuate as a result of changes in foreign exchange rates. Although the Company is considered to be in the exploration stage and has not yet developed commercial mineral interests, the underlying market prices in Canada for minerals are impacted by changes in the exchange rate between the Canadian and United States dollar. As most of the Company's transactions are currently denominated in Canadian dollars, the Company is not exposed to foreign currency exchange risk at this time.

Commodity price risk

Commodity price risk is the risk that the fair value or future cash flows will fluctuate as a result of changes in commodity prices. Commodity prices for minerals are impacted by world economic events that dictate the levels of supply and demand as well as the relationship between the Canadian and United States dollar, as outlined above. As the Company has not yet developed commercial mineral interests, it is not exposed to commodity price risk at this time.

Interest rate risk

Interest rate risk is the risk that future cash flows will fluctuate as a result of changes in market interest rates. As the Company has no debt or interest-earning investments, it is not exposed to interest rate risk at this time.

PACIFIC BOOKER MINERALS INC.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)

FOR THE THREE MONTHS ENDED APRIL 30, 2024 and 2023

14.CAPITAL MANAGEMENT

The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to support the exploration of its mineral properties. The Board of Directors have not established a quantitative return on capital criteria for management, but rather relies on the expertise of the Company’s management to sustain future development of the business. The Company defines capital that it manages as share capital.

Management reviews its capital management approach on an on-going basis and believes that this approach, given the relative size of the Company, is reasonable.

The Company is in the business of mineral exploration and has no source of operating revenue. Operations are financed through the issuance of capital stock. Capital raised is held in cash in an interest bearing bank account until such time as it is required to pay operating expenses or resource property costs. The Company is not subject to any externally imposed capital restrictions. Its objectives in managing its capital are to safeguard its cash and its ability to continue as a going concern, and to utilize as much of its available capital as possible for exploration activities. The Company’s objectives have not changed during the period ended April 30, 2024.

15.SUBSEQUENT EVENT

Subsequent to the end of the period, the Company granted 700,000 options with an exercise price of $1.00 for a 1 year period and 168,000 options with an exercise price of $1.00 for a 2 year period.

PACIFIC BOOKER MINERALS INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS (FORM 51-102F1)

For the three month period ended April 30, 2024

Dated: June 25, 2024

The selected financial information set out below and certain comments which follow are based on and derived from the interim financial statements of Pacific Booker Minerals Inc. (the "Company" or "Pacific Booker" or “PBM”) for the three months ended April 30, 2024 and from the audited financial statements for the year ended January 31, 2024 and should be read in conjunction with them. Additional information relating to the Company is available on SEDAR at www.sedar.com.

Overview

Pacific Booker Minerals Inc. is a Canadian natural resource exploration company which is in the advanced stage of exploration of the Morrison deposit, a porphyry copper/gold/molybdenum ore body, located 35 km north of Granisle, BC and situated within the Babine Lake Porphyry Copper Belt. The Company is proposing an open-pit mining and milling operation for the production of copper/gold/silver concentrate and molybdenum concentrate. The Company is a reporting issuer in Alberta and British Columbia and trades on the TSX Venture Exchange under the symbol “BKM”. The shares were listed on the NYSE MKT Equities Exchange under the symbol “PBM” until the voluntary delisting on April 29, 2016 and currently trade on the OTC in the US under the symbol “PBMLF”.

Overall Performance

Years of science-based study performed by qualified professionals in a number of scientific disciplines determined that the Morrison Copper/Gold Project could be constructed, operated and decommissioned without significant adverse effects on the local environment.

PBM is proposing a project that uses unprecedented measures to be protective of the environment and is committed to constructing and operating the Morrison mine in compliance with industry best practices, using proven technology and in full compliance with all permit requirements.

For the three month period ended April 30, 2024

Project related activities

PBM continued to focus on ways to secure a meeting, to lead to an agreement with the Lake Babine Nation ("LBN") to officially support the Morrison Project’s development.

On March 19, 2024, PBM sent another letter to the LBN Chief by email, which has not been responded to by the LBN. PBM stated our appreciation to the Chief for opening a direct line of communication to him which PBM used to communicate directly to the Chief. PBM restated our willingness to work to ensure our Morrison Project does no lasting harm to the land, the water, or the fish. PBM also restated our willingness to modify the mine site design to accommodate most, if not all, of the LBN concerns. The letter also repeated PBM's plan to introduce innovative approaches to management of all environmental areas that would ensure the involvement of the LBN and give them a direct voice and control over the outcomes of all environmental management activities. The letter also repeated PBM's commitment to ensuring employment opportunities are available to the LBN people on a priority basis and stated that these offers have been made in the spirit of cooperation and respect for the values the LBN hold as we attempt to move forward together.

In closing, PBM reminded the LBN that the Company is also obligated to serve the interests of the shareholders, who have been very patient, after spending millions of dollars in advancing the Morrison Project. PBM asked the LBN Chief to finally agree to meet with, and to assist PBM, to move the Morrison Project forward with LBN active cooperation so that all may benefit, together, from this significant opportunity.

PBM posted a new Investor update presentation on the company's website at this link: https://www.pacificbooker.com/pdf/corporate_presentation.pdf

Corporate activities

PBM's Audited Annual Financial Statements and the Management's Discussion and Analysis for the period ended January 31, 2024 have been filed on SEDAR and are available on our website on the Financials tab.

PBM's 20-F Report for the year ended January 31, 2024 has been filed on the US Securities and Exchange Commission's website and is available on our website on the Financials tab.

The 2024 Annual General Meeting will be held at the Company's office on Thursday, July 18th, at 1:30 pm.

Outlook for 2024/25

On May 13th, PBM announced that it would seek legal avenues to address the lack of co-operation from the Lake Babine Nation ("LBN"). Officials from the BC Environmental Assessment Office have informed PBM that a new application would not be considered unless the LBN actively support the process. The LBN have ignored or dismissed out of hand all PBM requests to meet to resolve the disconnect between the LBN and PBM. We find ourselves with no other options but legal.

Due to the current uncertainties and the cost of maintaining the title to all of the currently held claims, PBM decided to reduce its mineral titles to the claim that contains the orebody. If the right to develop the mine is obtained, surface rights for the necessary infrastructure can be acquired. Recording done in May 2024 has the key claim in good standing to May 25, 2025.

The Company’s current share capital is approx. 20.4 million shares fully diluted including 250,000 common shares to be issued to Glencore LC (formerly Noranda, Falconbridge, Xstrata) upon the start of commercial production as part of the purchase agreement.

Results of Operations

A significant expense on the Statement of Comprehensive Loss is the recording of the option based payments and the offsetting contributed surplus in equity. As a non-cash transaction, it has no impact on the working capital of the Company. This calculation creates a cost of granting options to Eligible Persons. The cost is added to our operating expenses with a corresponding increase in the Company’s equity. The option based payment expense is allocated, in proportion to the number of options granted, to our operating expense accounts for Consulting fees, Directors fees, Investor relations fees and Professional fees.

For the three month period ended April 30, 2024 compared with April 30, 2023

International Financial Reporting Standards (IFRS 16) require that our current office lease is reported differently than the past. As this is the first quarterly report where that standard applies, we believe that a bit of explanation is needed. PBM must show an asset for the Right of Use. That asset will depreciate on a straight-line basis over the life of the lease. It also requires the corresponding liability which has a deemed interest percentage factored in. This only applies to the lease payments made and not the operating expenses.

There was no option based payment expense for the period in either fiscal year. The loss shows as $93,955 for the 2024 period compared to $94,716 for the 2023 period. The difference between these two periods was $761, with 2024 lower. The largest amount difference was in Travel which was higher in the 2024 period by $8,185 due to the costs for an overseas meeting. The next largest amount difference was in Office and miscellaneous which was lower in the 2024 period by $4,922 due to the costs for the set up of the new office suite. The next largest amount difference was in Professional fees which were lower in the 2024 period by $4,114 due to reduced costs for accounting and legal services. The next largest amount difference was in Foreign exchange gain/loss which was a gain of $85 in the 2024 period compared to a gain of $3,907 in the 2023 period, resulting in an increase in the loss of $3,822 between the 2 periods. The next largest amount difference was in Shareholder information and promotion which was lower in the 2024 period by $1,947 mostly due to reduced costs for meetings with shareholders. The next largest amount difference was in Office Rent which was higher in the 2024 period by $1,036 due to the new rental cost & the 2023 reconciliation ($540) and the impact of the IFRS 16 accounting on the asset & liability amounts ($496). The next largest amount difference was in Director fees which were lower in the 2024 period by $1,000 due to less meetings held this year. The other expenses were less than $1,000 (plus or minus) of the 2023 period amounts with the difference noted as follows: Consulting fees-related party (lower by $450), Depreciation (lower by $422), Filing and Transfer agent fees (lower by $459), Finance income (higher by $200), and Telephone (lower by $290).

During the 2024 period, the Company incurred $15,862 in expenditures on the Morrison property compared to $10,597 in 2023 period.

At the beginning of the period, the cash held was $137,283 (2023 - $543,204). Cash used in operations was $59,782 (2023 - $128,857). Cash raised from sale of shares was $nil (2023 - $nil). Cash used to fund exploration activities was $15,880 (2023 - $10,614). The net change in cash for the period was a decrease of $75,662 (2023 - $139,471) leaving the Company holding $61,621 (2023 - $403,733) in cash at the end of the period.

Liquidity

The Company does not yet have a producing mineral property. The Company’s only source of funds has been from sale of common shares and some revenue from reclamation bond interest. The exploration and development of mineral deposits involve significant risks including commodity prices, project financing, permits and licenses from various agencies in the Province of British Columbia and local political and economic developments.

The Company’s financial instruments consist of cash, reclamation deposits, accounts payable and accrued liabilities and amounts owing to related parties. It is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from its financial instruments.

At the end of the fiscal year 2024, the Company reported a net loss of $523,905 ($0.03 per share) compared to a net loss of $903,039 ($0.05 per share) for the year ended January 31, 2023.

Cash held at the end of the period was not sufficient to meet our current year liabilities. Subsequent to the end of the period, PBM received a cash loan from a related party and will consider a private placement to ensure the ongoing operations.

Pacific Booker has signed a lease for the rental premise in which the Company’s head office operates. It is a standard rental lease which expires on January 31, 2027 and allows for an early termination of the lease after 18 months. Details on the financial obligations are detailed in our annual financial statements (Note 3(m)).

Off-Balance Sheet Arrangements

The Company has one off Balance Sheet arrangement with Glencore LC (originally Noranda Mining and Exploration Inc, which was subsequently acquired by Falconbridge Limited, which was subsequently acquired by Xstrata LP, which was subsequently acquired by Glencore) for 250,000 shares to be issued on commencement of commercial production on the Morrison property. The details on this transaction are disclosed in our interim and annual financial statements (Note 5).

Related Party Transactions

Related party transactions were made for services provided in the course of normal business operations with 2 directors and an officer of the Company.

·to John Plourde, a PBM director, for shareholder relations and financing duties, in the amount of $33,000 (2023 - $33,000) for the quarter.

·to Victor Eng, a PBM director, for consulting services, in the amount of $nil (2023 - $450) for the quarter.

·to Ruth Swan, a PBM officer, for accounting and management services, in the amount of $7,963 (2023 - $12,000) for the quarter.

There are no ongoing contractual or other commitments resulting from the transactions. Fees for these services amounted to $40,963 (2023 - $45,450) for the current quarter.

Also, payments were made to our independent directors for attendance at board and committee meetings. Fees for this amounted to $1,500 (2023 - $2,500) for the current quarter.

Proposed Transactions

The Company does not have any proposed transactions planned, with the exception of continued funding arrangements.

Accounting Estimates and changes in policies

The Company has detailed its significant accounting policies in Note 3 of the annual financial statements.

Forward Looking Statements

This discussion does not include any forward-looking statements of a material nature in respect to the Company’s strategies. The discussion following the heading “Outlook for 2024/25” does include a statement of future intent. The discussion following the heading “Off-Balance Sheet Arrangements” discloses future obligations. The Company will update or revise these forward-looking statements when and/or if there is a change in intent or future obligations.

Selected Annual Information

The following summary information has been taken from the financial statements of Pacific Booker Minerals Inc., which have been prepared in accordance with International Financial Reporting Standards (“IFRS”). The figures reported are all in Canadian dollars.

The following table shows the total revenue (Finance income), the loss from our financial statements, total assets, and total long term liabilities for each of the three most recently completed financial years.

For the year ended	Total Assets		Total Long-term Liabilities		Total Revenue		Net Loss
For the year ended	Total Assets		Total Long-term Liabilities		Total Revenue		Total		Per Share
January 31, 2022	$	1,339,571	$	-	$	990	$	34,405,463	$	2.05
January 31, 2023	$	883,127	$	-	$	278	$	903,039	$	0.05
January 31, 2024	$	705,731	$	-	$	2,408	$	523,905	$	0.03

Summary of Quarterly Results

The following summary information has been taken from the financial statements of Pacific Booker Minerals Inc., which have been prepared in accordance International Financial Reporting Standards (“IFRS”). The figures reported are all in Canadian dollars. US dollar amounts held as US dollars are converted into Canadian dollars at current exchange rates until actually converted into Canadian dollars, at which time the actual amount received is recorded. Any gains or losses from the exchange of currencies are reported on the Statement of Comprehensive Loss for the company in the current period.

The following table shows the total revenue (Finance income), the loss from our financial statements (cost of operating expenses, etc) before any unusual items, and the total loss and loss per share for each three month period for the last eight quarters. The second table following shows the same items on an accumulating basis per fiscal year.

For the three months ended	Total Revenue		Loss before other items		Net Loss
For the three months ended	Total Revenue		Loss before other items		Total		Per Share
July 31, 2022	$	-	$	185,546	$	185,546	$	0.01
October 31, 2022	$	69	$	77,574	$	77,505	$	0.00
January 31, 2023	$	140	$	543,564	$	543,424	$	0.03
April 30, 2023	$	-	$	94,716	$	94,716	$	0.01
July 31, 2023	$	-	$	105,691	$	105,691	$	0.00
October 31, 2023	$	-	$	76,673	$	76,673	$	0.01
January 31, 2024	$	2,408	$	249,233	$	246,825	$	0.01
April 30, 2024	$	200	$	94,155	$	93,955	$	0.01

For the period ended	Total Revenue		Loss before other items		Net Loss
For the period ended	Total Revenue		Loss before other items		Total		Per Share
for the 6 month period ended July 31, 2022	$	69	$	282,179	$	282,110	$	0.02
for the 9 month period ended October 31, 2022	$	138	$	359,753	$	359,615	$	0.02
for the year ended January 31, 2023	$	278	$	903,317	$	903,039	$	0.05
for the 3 month period ended April 30, 2023	$	-	$	94,716	$	94,716	$	0.01
for the 6 month period ended July 31, 2023	$	-	$	200,407	$	200,407	$	0.01
for the 9 month period ended October 31, 2023	$	-	$	277,080	$	277,080	$	0.02
for the year ended January 31, 2024	$	2,408	$	526,313	$	523,905	$	0.03
for the 3 month period ended April 30, 2024	$	200	$	94,155	$	93,955	$	0.01

Additional Disclosure for Venture Issuers

Mineral Property Interests

The following tables show the cost (impairment allowance or write off) of acquisition payments by claim for each of the last eight quarters.

	Morrison		Total
As at April 30, 2022	$	-	$	-
to July 31, 2022		-		-
to October 31, 2022		-		-
to January 31, 2023		-		-
As at January 31, 2023	$	-	$	-
to April 30, 2023		-		-
to July 31, 2023		-		-
to October 31, 2023		-		-
to January 31, 2024		-		-
As at January 31, 2024	$	-	$	-
to April 30, 2024		-		-
As at April 30, 2024	$	-	$	-

An impairment allowance was recorded effective as at January 31, 2022 on the basis of the refusal by the BC Government to grant an Environmental Assessment certificate in February 2022. The Company was unable to demonstrate that a new application for the EAC would be successful or that the accumulated costs would be recoverable by a sale of the assets. The impairment charge recorded is based solely on the lack of available objective evidence that would support an alternative estimate of fair value in respect to the property interest.

During the prior fiscal year, the Company has re-commenced capitalizing current exploration and evaluation costs incurred on the project on the basis of a judgement that these are clearly immaterial in relation to the impairment charge taken during the 2022 fiscal year, and in the context of the inherent uncertainty associated with the project's current fair value. On this basis, management is of the view that, as at January 31, 2024, no impairment indicators apply specifically in respect to the current carrying value of the property.

Deferred Exploration & evaluation expenditures

The table following shows the exploration expenditures or (impairment allowance or write-offs) for each of the last eight quarters on a per claim basis.

	Morrison		Grants / Tax Credits		Impairment Allowance		Total
As at April 30, 2022	$	25,882,859	$	(859,434)	$	(25,004,416)	$	19,009
to July 31, 2022		75,958		-		-		75,958
to October 31, 2022		-		-		-		-
to January 31, 2023		87,489		-		-		87,489
As at January 31, 2023	$	26,046,306	$	(859,434)	$	(25,004,416)	$	182,456
to April 30, 2023		10,597		-		-		10,597
to July 31, 2023		96,159		-		-		96,159
to October 31, 2023		16,467		-		-		16,467
to January 31, 2024		113,367		-		-		113,367
As at January 31, 2024	$	26,282,896	$	(859,434)	$	(25,004,416)	$	419,046
to April 30, 2024		15,862		-		-		15,862
As at April 30, 2024	$	26,298,758	$	(859,434)	$	(25,004,416)	$	434,908

Equity

The table following shows the change in capital stock and net operating expenses for each three month period and the accumulated operating deficit and total equity for the last eight quarters.

	Capital Stock		Subscriptions Received		Contributed Surplus		Operating Loss		Deficit ending		Total Equity
As at April 30, 2022	$	54,452,511	$	-	$	21,771,204	$	96,564	$	75,023,220	$	1,200,495
to July 31, 2022		-		-		9,879		185,546		75,208,766		1,024,828
to October 31, 2022		-		-		-		77,505		75,286,271		947,323
to January 31, 2023		-		-		418,710		543,424		75,829,695		822,609
As at January 31, 2023	$	54,452,511	$	-	$	22,199,793	$	903,039	$	75,829,695	$	822,609
to April 30, 2023		-		-		-		94,716		75,924,411		727,893
to July 31, 2023		-		-		-		105,691		76,030,102		622,202
to October 31, 2023		-		-		-		76,673		76,106,775		545,529
to January 31, 2024		-		-		42,090		246,825		76,353,600		340,794
As at January 31, 2024	$	54,452,511	$	-	$	22,241,883	$	523,905	$	76,353,600	$	340,794
to April 30, 2024		-		-		-		93,955		76,447,555		246,839
As at April 30, 2024	$	54,452,511	$	-	$	22,241,883	$	93,955	$	76,447,555	$	246,839

Disclosure of outstanding share data

Details of our share transactions for the period and a listing of our outstanding options and warrants can be found in Note 7 of our financial statements. Subsequent to the end of the period, 700,000 options were granted for a 1 year term and 168,000 options were granted for a 2 year term.

Option Transactions:
Date	details	Exercise Price	Expiry date	# of shares	Total
April 30, 2024	total outstanding				2,465,000
May 9, 2024	options granted	$ 1.00	May 9, 2025	700,000	3,165,000
May 9, 2024	options granted	$ 1.00	May 9, 2026	168,000	3,333,000

Project History

Exploration

The Morrison Lake area was first explored for minerals in the early 1960’s. Regional stream sediment sampling in 1962 by Noranda Exploration Ltd. ("Noranda") led to the discovery of the Morrison deposit in 1963.

Between 1963 and 1973, Noranda conducted exploration at Morrison. By 1968, a sub-economic copper deposit had been outlined at Morrison that consisted of two zones. The zones are immediately northwest and southeast of a small central pond, and their positions correspond closely to strong geochemical and magnetic anomalies. Geological mapping done in 1963 and 1967 indicated the possibility that the two zones might be part of a single faulted deposit. Drilling in 1970 to test the central areas succeeded in joining the portions of the faulted copper zone. Noranda drilled 95 diamond drill holes totaling 13,893 meters.

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

PBM obtained, (and subsequently completed) an option from Noranda whereby PBM earned an initial 50% interest in the claims upon the expenditure of $2,600,000 on exploration over five years and delivery of a bankable feasibility study.

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

In 2001, PBM initiated Phase III exploration at Morrison. The program was designed to delineate the deposit both laterally and to depth by completing a series of diamond drill holes at 60-meter centers. The program was also designed to determine the copper and gold distribution of the deposit and identify potentially higher grade zones of mineralization in order to complete a resource study of the deposit and provide data for a full feasibility study. From June 2001 to July 2002, PBM drilled 58 holes totaling 15,284 meters. The Phase III drill program totaled 82 holes of about 23,000 meters which succeeded in substantially delineating the Morrison deposit.

PBM engaged SNC Lavalin to prepare a scoping study for Morrison which included a geostatistical block model and a resource estimate. Snowden Mining Industry Consultants of Vancouver, British Columbia was engaged to incorporate SNC’s work into generating optimized pit designs and manual geological polygonal block models for further developing resource estimates for the Morrison deposit. The work was completed and the report delivered early May 2003. In December 2003, PBM engaged Beacon Hill Consultants to prepare a full feasibility study on the Morrison project.

In April 2004, the Company announced that it had signed a purchase agreement with Noranda on the Morrison property whereby PBM can acquire a 100% interest in the property by paying Noranda $3,500,000 cash over 36 months and issuing to Noranda 250,000 common shares and 250,000 warrants, as well as 250,000 additional common shares upon commencement of commercial production. PBM’s final cash payment of $1,500,000 was due to Falconbridge Ltd., the successor company to Noranda, on or before April 17, 2007. In September 2006, the final cash payment was made to Falconbridge, less a $50,000 discount for early payment.

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

A drill program was completed during the winter of 2005 to finalize ore delineation and to determine geo-technical criteria for the design of the pit. A geotechnical investigations program was completed on the proposed open pit. The main purpose of the site investigation program was to collect the geotechnical information for the open pit slope design for the feasibility study.

The geotechnical drill program commenced on the proposed waste management site and plant site included drilling 14 short geotechnical and condemnation drill holes, and 35 test pits. The purpose of the drill holes is to test the foundations of the waste retaining dam, to test the foundations for the plant site, and to monitor ground water.

During 2006, work continued on the full Feasibility Study, including work on the Open Pit Optimization, Open Pit Geo-technical investigations, Open Pit Slope Design, Waste Management Site and Plant Site Geo-technical Investigations, Geo-chemical analysis of samples for Acid Base Accounting and assaying of samples for molybdenum, metallurgical (grindability) testing, continued to develop the Decommissioning, Reclamation, and Closure Plan and continued work to complete an NI 43-101 compliant Resource Estimate.

In April 2007, the updated Resource Estimate for the Morrison project was completed by Geosim Services Ltd. and filed.

In 2007, a Geotechnical and Hydrogeology Drill program was completed, with 15 geotechnical and 16 water monitoring holes drilled in the proposed impoundment area, the open pit, and the plant site. Wardrop Engineering completed a Trade-off Study to evaluate the application of High Pressure Grinding Rolls (“HGPR”) as an alternative technology to the conventional semi-autogenous milling process. The Study results indicated the application of HPGR would result in significant operating costs savings. As a result, HGPR was incorporated into the project design. Floatation and grinding test work was completed by SGS Canada.

In 2009, a positive Feasibility Study, completed by Wardrop Engineering Ltd., was released by PBM for the Morrison Copper/Gold Project. The study described the scope, design and financial viability of a conventional open pit mine with a 30,000 tonnes per day mill with a 21 year mine life. The mineral reserve estimates have been prepared and classified in accordance with CIM Classification established under National Instrument 43-101 of the Canadian Securities Administrators.

From January to March 2010, PBM completed a drill program around the perimeter of the proposed open pit in order to better characterize the Acid Rock Drainage and Metal Leaching ("ML-ARD") potential of waste rock and pit walls. The hydraulic conductivity of the rock and faults was also tested and the geotechnical characteristics of the rock observed.

In September and October 2010, field work continued: sampling ARD cubes and barrels, checking meteorological station & downloading data; Water Quality sampling (Morrison Lake, Booker Lake and other streams); Nakinilerak Lake sampling; investigation regarding Harmful Alteration, Disruption or Destruction of fish habitat and a Fish Habitat Compensation Plan.

The LBN completed a Salmon Spawning Survey in October/November 2010 and also completed a study with respect to relocating the Overburden Stockpile from Morrison Point as it was considered to be a barrier to wildlife migration, potentially too close to Morrison Lake with the potential to contribute dust and drainage to the lake which would impact salmon spawning. As a result, the Overburden Stockpile was relocated inland 700 meters from Morrison Lake.

Between May 2016 to May 2017, PBM completed a full year of water monitoring work on Morrison Lake. In addition to collecting continuous temperature data, profiles were collected regarding specific conductivity, dissolved oxygen (both % saturation and milligrams per litre), pH and temperature.

In November 2022, PBM continued with the water monitoring program on the Morrison project.

Environmental Assessment

Many of the reports and correspondence mentioned in this section, can be found at:

https://projects.eao.gov.bc.ca/p/588510b4aaecd9001b81467b/project-details.

PBM commenced baseline data collection to support the information requirements for the EA in 2002 and in October, PBM outlined project plans and development schedule to BC Energy, Mines and Petroleum Resources, BC Environmental Assessment Office ("BCEAO"), BC Ministry of Environment, BC Ministry of Forests, Canadian Environmental Assessment Agency, Lake Babine Nation and the Village of Granisle.

On September 30, 2003, PBM entered the Pre-Application stage of EA.

During the second half of 2004, work at the property site was primarily composed of environmental studies, including surface water quality sampling and flow rate monitoring, fish habitat studies, acid-rock drainage potential, and wildlife impact studies.

In 2005, Environmental baseline studies continued for Surface Water Hydrology, Groundwater Hydrology, Wildlife and Wildlife Habitat, Fisheries and Aquatic Habitat, Trace Metals in Vegetation and Acid Rock Drainage studies. Digital water pressure monitors were installed in three drill holes for modeling pit hydrogeology, and static groundwater monitoring in old drill holes is continuing in order to test for seasonal changes in water levels. A Preliminary Hydrology Report was submitted which was also to be used for the planning and design of the mine infrastructure and facilities.

PBM submitted the draft Terms of Reference on October 14, 2005.

During 2006, PBM completed a waste management site alternative study and additional Environmental Baseline Studies.

Work on the environmental assessment ("EA") continued during 2007. The EA will be used to apply for a mining permit for the construction, operation and maintenance, and decommissioning and reclamation of an open-pit mine on the property.

On January 18, 2008, a Section 11 Order under the BC Environmental Assessment Act was issued to PBM, which permitted PBM to conduct a formal environmental assessment in support of the Morrison Project application.

Updated Project Description was completed and submitted to BCEAO in September 2008.

In November 2008, PBM and the Lake Babine Nation (“LBN”) signed a Capacity Funding agreement for the LBN to participate in the Environmental Assessment and for community engagement. PBM provided the LBN with capacity funding to enable effective consultations in the EA process, as well as for developing a communications protocol.

On November 17, 2008, the revised draft Application Terms of Reference was sent out for public comment.

On May 21, 2009, the BCEAO issued the Final Terms of Reference for an EA Certificate application.

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

An Application for an EA Certificate was submitted to the BCEAO on September 28, 2009. The Application was evaluated to determine if the Application addressed all the items in the Application Terms of Reference.

On October 27, 2009, the BCEAO issued a letter to PBM accompanied by a list of deficiencies in the Application itemized in a Screening Evaluation Table which identified information or clarification requests to be addressed by PBM for the Application to progress to the Review stage.

Starting in January 2010, PBM conducted additional drilling to further characterize pit walls, and collected additional water quality samples and measured water flow and in situ properties of various streams and Morrison Lake. PBM collected visual estimates of flow in some streams. On June 28th, the Application (Addendum) was accepted for review. On July 22nd, the public and working group comment period started and lasted until October 24th. In September and October 2010, field work continued: sampling ARD cubes and barrels, checking meteorological station & downloading data; Water Quality sampling (Morrison Lake, Booker Lake and other streams); Nakinilerak Lake sampling; investigation regarding Harmful Alteration, Disruption or Destruction of fish habitat and a Fish Habitat Compensation Plan.

In 2011, Field work for baseline Water Quality sampling of Nakinilerak and Morrison lakes and project streams continued. PBM received a report from LBN on Salmon Spawning. Scoping of moose & mule deer survey was completed. In September 2011, a field program was conducted to obtain additional baseline fisheries, benthics, zooplankton and phytoplankton, water quality, hydrology, groundwater, and meteorology data from Morrison Lake, Nakinilerak Lake, streams and rivers. Revisions to the application continued, including a commitment on lining the Tailings Storage Facility with an engineered soil barrier and/or geo-membrane to limit seepage into the receiving streams and Morrison lakebed to meet water quality objectives.

On March 16, 2011, an Order under Section 13 amending the Section 11 Order issued in 2008 added the Gitxsan Chiefs Office and the Gitanyow Hereditary Chiefs’ Office to the section that details the First Nations to be given consideration of potential adverse effects on Aboriginal interests.

In July 2011, the review resumed again. On September 6th, EAO issued the draft Assessment Report for comments. BCEAO requested a 3rd Party Review on Hydrogeology and Water Quality.

On August 21, 2012, BCEAO completed Application Review Stage and referral documents were submitted for decision. PBM received the final Certified Project Description and the Table of Conditions that had been submitted to the ministers, and on August 29th, PBM received a copy of the (unsigned) Environmental Assessment Certificate #M12-01. On October 1st, Ministers Lake and Coleman refused to grant the EAC.

Environmental Assessment Decision Challenged & Reconsideration Process

Following the refusal to grant an EAC for the project, the Company challenged that decision in the BC Supreme Court. The December 9, 2013 decision was that the rejection failed to comport with the requirements of procedural fairness and that PBM should not have been prevented from learning at least the substance of the recommendations. The decision stipulated that PBM and the interveners (the First Nations from the Section 11 orders) would be entitled to be provided with the Executive Director’s recommendations to the Ministers, and would be entitled to provide a written response.

In January 2014, PBM was advised of the EAO key concerns. In March, KCB’s letter and technical response was submitted. The members of the Working Group submitted their responses to the report. At the end of April, PBM was given until May 23rd to respond. PBM submitted a report, prepared by KCB, in response to the new items raised by the Working Group. On July 4th, the application was referred to the Ministers of Environment and of Energy and Mines for reconsideration. On August 18th, the Minister of Environment suspended the environmental assessment pending the outcome of the Independent Expert Engineering Investigation and Review Panel of the tailings dam breach at the Mt. Polley mine.

The Independent Review Panel Report was released on January 30, 2015. Between February and May, PBM submitted a report, prepared by KCB, providing information on the potential implications of the recommendations of the Report when applied to the Morrison project. The Lake Babine Nation, the Gitxsan Treaty Society and the Gitanyow Hereditary Chiefs submitted responses. PBM submitted a letter, prepared by Harvey McLeod, KCB, in response to the points raised in the First Nations comments. In June, the Minister of Environment lifted the suspension of the assessment process. In July, the Ministers of Environment and Energy and Mines made the decision that the Morrison Project undergo further assessment.

Further Assessment Phase

Between July and December of 2015, PBM attempted to determine the specifics of the further assessment requirements and submitted a document, prepared by Harvey McLeod, KCB, in response to the further assessment decision.

Starting in February 2019 and continuing until December, PBM attempted to and prepared 3 Draft SAIR (Supplemental Application Information Requirements) for review. The BCEAO indicated that the content of the drafts did not contain the information requirements as set out in the Ministers' Order.

The Impact Assessment Act came into effect on August 28, 2019 which caused the Canadian Environmental Assessment Act (CEAA 1992) assessment of the Project to be terminated.

In March and June 2020, Dr. Andrew Weaver, MLA directed questions during Question Period in the Legislative Assembly of BC, to Minister Bruce Ralston (Energy, Mines and Petroleum Resources) and to Environment Minister Heyman asking about the regulatory inconsistencies facing the Morrison mine project.

On June 23rd, Dr. Weaver posted an article on his blog called "Pacific Booker Minerals and their quest to develop Morrison Mine near Smithers" (written by Noah Conrad). The article includes the following statements: "In 2002, Pacific Booker Minerals began the formal environmental assessment process required to obtain ministerial certification for Morrison Mine, their proposed copper and gold mine near Smithers, BC. A decade later, after $10 million worth of consultations, meetings, and assessments, the company decided to proceed to the next stage of the certification process in which the Environmental Assessment Office submits a formal environmental assessment report to the relevant ministers via the executive director. At the time of submission, all indications were that the mine would receive approval. EAO assessment reports had given the project a clean assessment and the company had proposed to undertake measures unprecedented in the copper mining industry to address the project’s environmental risks."

For the video and transcript of the questions and answers and the article above, see:

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

Starting in February 2021, BCEAO stated that they had considered how best to address the lack of progress being made on the further assessment for the Morrison project and was seeking affected parties' views on potential options including 1) Amending the Order to add defined timelines to complete key milestones in the further assessment process or 2) Rescinding the Order entirely and proceed to a decision by Ministers on Morrison with the information available. PBM responded and stated our preference for Option 2. The letters from the First Nations were also submitted to the BCEAO.

Between March and November, BCEAO developed an information package to go to Ministers with the two options suggested and the responses from the parties they had received. In November, the materials were sent to the Ministers.

In December 2021, the Ministers decided to rescind the Section 17(3)(c)(iii) Order (Further Assessment) issued in July 2015 under the Environmental Assessment Act (2002) and the BCEAO referred the unmodified 2015 decision materials to the Ministers for a decision.

On February 7, 2022, the decision by the Minister of Environment and Climate Change Strategy, and the Minister of Energy, Mines and Low Carbon Innovation was posted on the EPIC site stating that an EAC will not be issued for the Morrison Project.

Recent efforts to advance the project

The accompanying letter from the Ministers advised PBM that the Environmental Assessment Act allows PBM to submit another proposal based on a new project design.

In March 2022, following the February decision, PBM's independent consultant contacted the Lake Babine Nation ("LBN") legal counsel by email requesting an opportunity to discuss the matter. No response was received to the request.

In June 2022, letters were written, addressed to both government ministers and the local indigenous administration, with a view to determine what additions or amendments to the proposed project would be necessary for its approval.

In July 2022, PBM's legal counsel sent a letter to the LBN legal counsel (as required by the LBN) outlining some PBM stated being open to discussion of any additional items that are a concern for the LBN. Response from the LBN legal counsel gave reasons for the delay in a response from the Chief and Counsel.

Also in July 2022, PBM's independent consultant, Kent Zehr sent a letter by email to the Ministers of Environment and Climate Change Strategy; Energy, Mines and Carbon Innovation; and Land, Water and Resource Stewardship and Minister Responsible for Fisheries outlining the proposed ideas.

PBM was informed by the BCEAO that PBM cannot make any progress unless supported by the LBN, a significant change from what was indicated in 2009.

In June 2022, Kent Zehr completed a "cold eyes review" of the project (as designed in 2012) and has identified certain items that can be improved to protect the environment and improve the project. He stated in a report to Management that "given that the feasibility study project design had previously been judged acceptable by the EAO and given that no material exceptions were expressed in the (February 7) rejection in 2022, it became apparent that other issues may have been at play." He also stated "that on its first proposed day of production the Morrison Mine can be one of the most modern mines, with respect to at least its equipment, in northern BC." He outlined his ideas for a re-design of the project site; enhancement and protection of the salmon and their waterways; and benefits of an economic and related nature for the local communities.

While considering how PBM should go forward to a successful EAO application, our consultant came to the conclusion that only an unimpeachable, unbiased, fact-based, treatment of all the potential water-related issues, including the salmon population, could succeed. He proposed the formation of an independent steering committee, consisting of knowledgeable people, including local indigenous representatives, supported by but independent of the Company, and having the sole objective of using science to provide clear direction to PBM in the management of this critical area.

In November 2022, PBM announced that Dr. Andrew Weaver had agreed to provide advice and guidance services in his areas of knowledge, on a consulting basis in regards to the Morrison mine project.

In November, Chief Murphy Abraham responded to PBM's July letter. He restated the LBN's position that it is strongly opposed to any open pit mine beside Morrison Lake. He stated that the LBN believe that the project is not sustainable as it would destroy an environmentally and culturally sensitive part of their Territory.

Also in November, PBM sent a letter to the LBN Chief stating that PBM believes that with the new ideas and the concerns expressed by previous documents from the LBN, that the Morrison project may be completed to the benefit of the LBN and PBM shareholders. PBM respectfully requested the opportunity to present the new directions that PBM sees as key to making the Morrison Project a success for all stakeholders.

In the professional opinion of our consultant, Kent Zehr, the concerns expressed by the LBN were valid and could have been addressed better and more completely than they were during the original application process. Mr. Zehr made a number of suggestions for improvement of the previous project design. He noted that considering the time required for all the needed permits, that period would be ideal to explore and agree on the full range of opportunities that can be derived from the development of the mine if an agreement to allow the mine to be developed is obtained.

On March 27, 2023, PBM sent another letter to the LBN Chief Abraham by email asking that they allow us to update the Chief with respect to the project. PBM stated the ideas envisioned on how to address the LBN’s concerns.

On May 25th, PBM received a letter from Chief Murphy Abraham. He repeated his statement that an open pit mine beside Morrison Lake is inherently unacceptable because it would destroy a culturally and environmentally sensitive part of their territory and put their water and fish at risk, making the project unsustainable.

At the end of June, PBM responded to the May letter and challenged that statement. PBM reminded the Chief that during the environmental assessment, the water and salmon received considerable attention and the opinion of the scientific professionals that studied the project does not support that statement. PBM stated that there had been misunderstandings on both sides in the past and that we have an opportunity to start fresh on a new working relationship with the restart of the EA process.

As no response was forthcoming from the LBN to the June 2023 letter, a decision was made to place an open letter in the Burns Lake (on July 19th) and Smithers (on July 20th) news papers. The open letter provided some history of Morrison project, outlined some of the ideas that PBM has requested discussion of and stated that PBM is open to discussion of any additional items that are a concern for the LBN. PBM also provided the Company's point of view on the events that are behind the LBN statement that they "cannot trust a company that has litigated against us and that fought our application to participate in its judicial review about a project in the core of our Territory." A copy of the open letter is posted on the PBM website on the Property tab.

In August 2023, PBM wrote again to the LBN Chief and respectfully requested that the LBN meet with PBM to allow an opportunity for PBN to hear the LBN concerns in person and to present the new ideas for improvement. PBM again acknowledged that we did not address the concerns of the LBN as clearly as was needed for the LBN to understand that PBM does not wish to harm the territory or leave a lasting environmental hazard for their people and ours. It also stated that PBM believes that constructing and operating a mine at Morrison Lake provides very significant opportunities to achieve financial security for many of the LBN people in addition to the direct benefits that accrue to the LBN itself. PBM also stated that it believes meeting the highly respected and knowledgeable individuals assisting PBM, and engaging with them openly, will provide an opportunity to improve understanding on both sides.

Receiving no response to the August letter, PBM decided to place another open letter in the Burns Lake and Houston (on Sept 13th) and Smithers (on Sept 14th) news papers. This open letter provided information on the opportunities available to the local people if the Morrison project was allowed to proceed. It also states that the willing cooperation of the LBN is needed to begin the process of bringing the Morrison project to production. A copy of the open letter has been posted on our website on the Property tab.

In November 2023, PBM decided to send another letter to Chief Abraham. This letter stated that science clearly indicated there will be no lasting harm to the environment or to the salmon with the development of a mine at Morrison Lake, and that PBM believes all of the concerns expressed by the LBN can be easily accommodated in a new mine design. PBM also advised that it proposes a method, intended to be written into legal standing in the necessary permits to build and operate the mine, that will allow the LBN unprecedented oversight and control of key aspects of the mining operation.

PBM did not receive a response from the LBN to the November letter.

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PBMLF Pacific Booker Minerals Inc (PK)