UNITED STATES

SECURITIES AND EXCHANGE ~~COMMISSIONWashington, D.C. 20549~~COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

[X]	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended	May 31, ~~2022~~2023
[ ]	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from	[ ] to [ ]
	Commission file number	000-53767

Wolverine Resources Corp. ~~(Formerly Wolverine Technologies Corp.) (Exact name of registrant as specified in its charter)~~

(Exact name of registrant as specified in its charter)

Nevada	98-0569013
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

#55-11020-Williams Road, Richmond, British Columbia, Canada	V7A 1X8
(Address of principal executive offices)	(Zip Code)
Registrant's telephone number, including area code:	778.297.4409

Registrant's telephone number, including area code: 778.297.4409

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Each Exchange On Which Registered
N/A	N/A

Securities registered pursuant to Section 12(g) of the Act:

N/A (Title of class) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act. Yes ☐ No ☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act Yes ☐ No ☒ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the last 90 days. Yes ☐ No ☒

(Title of class)

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-K (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
			Yes ☐ No ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer ☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
			Yes ☐ No ☒

~~Indicate~~The byvalue ~~check~~of ~~mark~~Common ifStock held by non-affiliates of the ~~registrant~~Registrant ison November 30, 2022 was $1,438,853 based on a ~~well-known~~market ~~seasoned~~price ~~issuer~~of $0.031per share. For the purposes of this computation, asall ~~defined~~executive officers and directors have been deemed to be affiliates. Such a determination should not be deemed to be an admission that such executive officers and directors are, in ~~Rule~~fact, ~~405~~affiliates of the ~~Securities Act~~Registrant.

Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act

Yes ☐ No ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the last 90 days.

Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-K (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ☐ No ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

The value of Common Stock held by non-affiliates of the Registrant on November 30, 2021 was $5,207,452 based on a market price of $0.16 per share. For purposes of this computation, all executive officers and directors have been deemed to be affiliates. Such determination should not be deemed to be an admission that such executive officers and directors are, in fact, affiliates of the Registrant.

Indicate the number of shares outstanding of each of the registrant's classes of common stock as of the latest practicable date.

76100,~~964~~974,373 shares of common stock issued & outstanding as of September 1322, ~~2022~~2023.

DOCUMENTS INCORPORATED BY REFERENCE

None.

TABLE OF CONTENTS

Item 1.	Business	4
Item 1. Business	4
Item 1A.	Risk Factors	9
Item 1A. Risk Factors	9
Item 2.	Properties	11
Item 2. Properties	12
Item 3.	Legal Proceedings	11
Item 3. Legal Proceedings	12
Item 4.	Mine Safety Disclosures	12
Item 4. Mine Safety Disclosures	12
Item 5.	Market for Common Equity and Related Stockholder Matters	12
Item 5. Market for Common Equity and Related Stockholder Matters	12
Item 6.	Selected Financial Data	13
Item 6. Selected Financial Data	13
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations	13
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	17
Item 7A. Quantitative and Qualitative Disclosures About Market Risk	17
Item 8.	Financial Statements and Supplementary Data	17
Item 8. Financial Statements and Supplementary Data	17
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	18
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	18
Item 9A (T).	Controls and Procedures	18
Item 9A (T). Controls and Procedures	18
Item 9B.	Other Information	19
Item 9B. Other Information	19
Item 10.	Directors, Executive Officers and Corporate Governance	19
Item 10. Directors, Executive Officers and Corporate Governance	19
Item 11.	Executive Compensation	26
Item 11. Executive Compensation	26
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	28
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	28
Item 13.	Certain Relationships and Related Transactions, and Director Independence	29
Item 13. Certain Relationships and Related Transactions, and Director Independence	29
Item 14.	Principal Accountants Fees and Services	29
Item 14. Principal Accountants Fees and Services	29
Item 15.	Exhibits, Financial Statement Schedules	30
Item 15. Exhibits, Financial Statement Schedules	30

PART I

Item 1. Business

This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors" that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles.

In this annual report, unless otherwise specified, all dollar amounts are expressed in United States Dollars and all references to "common shares" refer to the common shares in our capital stock.

As used in this annual report, the terms "we", "us", "our company", "Wolverine", mean Wolverine Resources Corp., a Nevada corporation, unless otherwise indicated.

Corporate History

Our company was incorporated in the State of Nevada on February 23, 2006 and is quoted on the OTC Pink under the symbol WOLV.

Since we began operations in 2006, the Company has been focused primarily on the exploration for and development of base and precious metal properties located in North America. The Company has two mineral properties located in Labrador, Canada, the Frog Property and the Cache River Property.

On February 28, 2022, the Company entered into an agreement ("Agreement") with 86835 Newfoundland & Labrador Corp. ("86835"), a non-arm's length party, to acquire a 40% interest in the Frog Property (the "Property") located in Labrador, Canada. Under the terms of the Agreement the Company issued 28,500,000 common shares at a deemed price of $0.04 per share for a purchase price of $1,140,000. The deemed issue price of the acquisition was determined based on an equivalent price per share for a concurrent financing. For accounting purposes, the acquisition had a fair value $2,850,000 and a fair value of $0.10 per share based upon the closing market price of Wolverine on February 28, 2022.

86835 is an Innu owned and operated private mineral exploration company which owns mineral properties in both Newfoundland and Labrador. Bruce Costerd and Luke Rich are officers, directors and shareholders of 86835 and Wolverine.

On August 9, 2022, Wolverine entered into an Amended Purchase Agreement with 86835 Newfoundland & Labrador Corp. ("86835") relating to the acquisition of a 40% interest in the Frog Property located in Labrador, Canada. Under the terms of the Amended Purchase Agreement the number of shares issued pursuant to the acquisition was reduced from 28,500,000 common shares to 27,500,000 common shares and the number of claims was reduced from 315 claims to 262 claims.

~~The~~On ~~Company~~July ~~also~~19, ~~holds~~2023, Wolverine entered into a 90Second Amendment of the Purchase Agreement with Rich Resources Inc.("Rich") formerly 86835 Newfoundland & Labrador Corp. relating to the acquisition of a 40% interest in the ~~Cache~~Frog ~~River~~ Property located in Labrador, Canada. ~~consisting~~Under the terms of athe ~~total~~Second Amendment of 53the ~~mineral~~Purchase ~~claims~~Agreement ~~and~~24,000,000 ancommon ~~area~~shares of ~~1320~~Wolverine ~~hectares~~were ~~(3,262~~issued ~~acres)~~to Rich at a deemed price of $0.04 ~~The~~per ~~Company~~share isand ~~not~~12,000,000 ~~currently~~Wolverine ~~conducting~~common ~~any~~shares ~~exploration~~held onby ~~the~~each ~~Cache~~of ~~River~~Bruce ~~Property~~Costerd and Luke Rich were cancelled.

WeThe ~~have~~Company ~~not~~also ~~yet~~holds ~~determined~~a ~~whether~~90% ~~the~~interest ~~Frog~~in ~~Property or~~ the Cache River Property ~~contain~~located in Labrador, Canada consisting of a total of 53 mineral ~~reserves~~claims ~~that~~and ~~are~~an ~~economically~~area ~~recoverable~~of 1320 hectares (3,262 acres). The Company is not currently conducting any exploration on the Cache River Property.

~~Our~~We ~~Current~~have ~~Business~~not yet determined whether the Frog Property or the Cache River Property contain mineral reserves that are economically recoverable.

~~We are an exploration stage mining company engaged in the identification, acquisition, and exploration of metals and minerals with a focus on base and precious metals.~~ Our ~~current~~Current operational focus is to raise sufficient funds to continue exploration activities on our properties in Labrador, Canada, known as the Frog Property and the Cache River Property. We intend to conduct further exploration activities on the properties in 2022. We expect to review other potential exploration projects from time to time as they are presented to us.Business

~~Our~~We ~~business is conducted by independent contractors all of which~~ are ~~officers~~an ~~and/or~~exploration ~~directors~~stage ofmining ~~the~~company ~~Company.~~engaged Asin ~~of May 31, 2022,~~ the ~~company had one full-time consultant~~identification, ~~Bruce Costerd~~acquisition, ~~the CEO~~ and aexploration ~~director~~ of ~~the~~metals ~~Company.~~and ~~The~~minerals ~~Company~~with ~~also~~a ~~has~~focus ~~two consultants engaged~~ on abase ~~non-exclusive, part time basis, Richard Haderer, the CFO~~ and aprecious ~~director of the Company and Luke Rich, a director of the Company~~metals. Our ~~business~~current ~~plan~~operational ~~does~~focus ~~not~~is ~~anticipate that we will hire a large number of employees or that we will require extensive office space. We have~~ to ~~date,~~raise ~~and~~sufficient ~~plan~~funds to continue toexploration ~~acquire~~activities ~~most~~on ofour ~~the~~properties ~~industry~~in ~~and~~Labrador, ~~geological expertise we require through third party contractual relationships with other companies~~Canada, ~~which~~known ~~will~~as ~~act~~the asFrog ~~operators~~Property ofand ~~our~~the ~~various~~Cache ~~interests~~River Property. ~~Although~~We ~~this~~intend ~~exposes~~to usconduct tofurther ~~certain~~exploration ~~risks~~activities on ~~behalf~~the ofproperties ~~those~~in ~~operators,~~2023. itWe ~~also~~expect ~~allows us~~ to ~~participate~~review inother ~~the~~potential ~~often,~~exploration ~~unique~~projects ~~experience~~from ~~and~~time ~~knowledge~~to ~~that~~time ~~local~~as ~~persons~~they ~~have~~are ~~related~~presented to ~~certain properties~~us.

~~The~~Our business is conducted by independent contractors all of which are officers and/or directors of the Company's. ~~objective~~As ~~for~~of May 31, 2023, the ~~next~~company ~~twelve~~had ~~months~~one onfull-time consultant, Bruce Costerd, the ~~Frog~~CEO ~~Property~~and isa ~~that~~director ~~additional~~of ~~magnetics~~the beCompany. ~~completed~~The ~~expanding~~Company also has two consultants engaged on ~~the~~a ~~current~~non-exclusive, ~~grid~~part totime basis, Richard Haderer, the ~~north~~CFO and ~~south~~a director of ~~anomalous~~the ~~readings~~Company ~~encountered~~and inLuke ~~2022~~Rich, a director of the Company. ~~This~~Our business plan does not anticipate that we will behire ~~completed~~a inlarge ~~fall~~number ~~2022~~of employees or that we will require extensive office space. We have to date, atand ~~which~~plan ~~time~~to ~~prospecting~~continue ~~should~~to beacquire ~~completed~~most ~~expanding~~of the ~~2021~~industry ~~range~~and ofgeological ~~coverage~~expertise ~~focusing~~we onrequire ~~the~~through ~~large~~third ~~magnetic~~party ~~anomaly~~contractual inrelationships ~~the~~with ~~area~~other companies, which will act as itoperators ~~extends~~of ~~beyond~~our ~~the~~various ~~valley~~interests. ~~bottom~~Although this exposes us to ~~the~~certain ~~steep~~risks ~~valley~~on ~~ridges~~behalf ~~where~~of those operators, it isalso ~~more~~allows ~~likely~~us to ~~encounter~~participate ~~outcroppings~~in the often, unique experience and knowledge that local persons have related to certain properties.

WeThe ~~have~~Company's ~~suffered~~objective ~~recurring~~for ~~losses~~the ~~from~~next ~~operations~~twelve ~~and~~months ~~anticipate~~on ~~generating losses for~~ the ~~foreseeable~~Frog ~~future.~~Property ~~The~~is ~~continuation~~that ofadditional ~~our~~magnetics ~~business~~be iscompleted ~~dependent~~expanding ~~upon~~on ~~obtaining~~the ~~further~~current ~~financing,~~grid ~~completing~~to athe ~~successful~~north ~~program~~and south of ~~exploration~~anomalous ~~and/or~~readings ~~development,~~encountered ~~and,~~in ~~finally,~~2022. ~~achieving~~This awill ~~profitable~~be ~~level~~completed ofin ~~operations.~~fall ~~The~~2023, ~~issuance~~at ofwhich ~~additional~~time ~~equity~~prospecting ~~securities~~should bybe uscompleted ~~could~~expanding ~~result~~the in2021 arange ~~significant~~of ~~dilution~~coverage infocusing on the ~~equity~~large ~~interests~~magnetic ofanomaly ~~our~~in ~~current~~the ~~stockholders.~~area ~~Obtaining~~as ~~commercial~~it ~~loans,~~extends ~~assuming~~beyond ~~those~~the ~~loans~~valley ~~would~~bottom beto ~~available,~~the ~~will~~steep ~~increase~~valley ~~our~~ridges ~~liabilities~~where ~~and~~it ~~future~~is ~~cash~~more ~~commitments~~likely to encounter outcroppings.

~~There~~We ~~are~~have nosuffered ~~assurances~~recurring ~~that~~losses wefrom ~~will~~operations beand ~~able~~anticipate togenerating ~~obtain~~losses ~~further funds required~~ for ~~our~~the ~~continued~~foreseeable ~~operations~~future. AsThe ~~noted~~continuation ~~herein,~~of ~~we are pursuing various financing alternatives to meet~~ our ~~immediate~~business ~~and~~is ~~long-term~~dependent ~~financial~~upon ~~requirements.~~obtaining ~~There~~further ~~can be no assurance that additional~~ financing, ~~will~~completing bea ~~available~~successful toprogram usof ~~when~~exploration ~~needed~~ and/or development, ifand, ~~available~~finally, ~~that~~achieving ita ~~can~~profitable belevel ~~obtained~~of ~~on commercially reasonable terms~~operations. IfThe weissuance ~~are~~of ~~not~~additional ~~able~~equity tosecurities ~~obtain~~by ~~the~~us ~~additional~~could ~~financing~~result onin a ~~timely~~significant ~~basis,~~dilution wein ~~will~~the beequity ~~unable~~interests toof ~~conduct~~ our ~~operations~~current asstockholders. ~~planned~~Obtaining commercial loans, ~~and~~assuming wethose ~~will~~loans ~~not~~would be ~~able to meet our other obligations as they become due. In such event~~available, we will beincrease ~~forced~~our toliabilities ~~scale~~and ~~down~~future orcash ~~perhaps even cease our operations~~commitments.

~~Mineral~~There ~~Properties~~are no assurances that we will be able to obtain further funds required for our continued operations. As noted herein, we are pursuing various financing alternatives to meet our immediate and long-term financial requirements. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will be unable to conduct our operations as planned, and we will not be able to meet our other obligations as they become due. In such event, we will be forced to scale down or perhaps even cease our operations.

~~Summary~~Mineral Properties

~~Frog~~Since ~~Property~~we -began operations in 2006, the Company has been focused primarily on the exploration for and development of base and precious metal properties located in North America. The Company has two mineral properties located in Labrador, Canada, the Frog Property and the Cache River Property. Currently only the Frog Property is material to the Company. The Frog Property is at the exploration stage and there are no mineral resources or mineral reserves. Wolverine is the operator of the Frog Property.

~~Technical Report~~5

~~Wolverine and 86835 commissioned L. John Peters, P. Geo.., a licensed member of the Professional Engineers and Geoscientists of British Columbia to complete a Technical Report on the~~ Frog Property. ~~The Technical Report, a report compliant with National Instrument 43~~-~~101~~Labrador, is dated May 11, 2022, and has been filed on SEDAR at www.sedar.com in conjunction with this Prospectus. The following information concerning the Frog Property is derived from the Technical Report. The scientific and technical information contained in this Prospectus relating to the Frog Property is supported by the Technical Report, which is subject to certain assumptions, qualifications, and procedures described therein. Reference should be made to the full text of the Technical Report on SEDAR. The Issuer incorporates by reference in this 10-K the disclosure contained in the Technical Report.Canada

5Property Description and Location

~~Property~~Figure ~~Description~~1: ~~and~~ Location Map

The Frog Property is located approximately 70 kilometres west-northwest of the town of Natuashish and 65 kilometres southwest of the town of Nain, Labrador, situated 30 kilometres south of the Voisey's Bay nickel, copper, and cobalt deposit operated by Voisey's Bay Nickel Company Ltd., a subsidiary of Vale S.A (Figure 1). The Property is centered on latitude 56.02° N and longitude 62.24° W within the 1:50000 ~~Location~~scaled ~~Map~~National Topographic System ("NTS") map sheets 13M16 and 14D01.

The Frog Property is located approximately 70 kilometres west-northwest of the town of Natuashish and 65 kilometres southwest of the town of Nain, Labrador, situated 30 kilometres south of the Voisey's Bay nickel, copper, and cobalt deposit operated by Voisey's Bay Nickel Company Ltd., a subsidiary of Vale S.A (Figure 1). The Property is centered on latitude 56.02° N and longitude 62.24° W within the 1:50000 scaled National Topographic System ("NTS") map sheets 13M16 and 14D01.6

6Figure 2: Frog Property Mineral Licence Map and Topography

The Property is 60% owned by 86835 Newfoundland & Labrador Corp ("86835") of Natuashish, NL, an Innu owned private corporation and 40% owned by Wolverine. The Property currently consists of 5 contiguous mineral licences composed of 262 claims encompassing 6,550 ha (16,185 acres) (Figure 2:). A complete listing of mineral licences comprising the Frog Property ~~Mineral~~follows ~~Licence~~on ~~Map~~Table ~~and Topography~~1.

At the date of this report the Property is 60% owned by 86835 Newfoundland & Labrador Corp ("86835") of Natuashish, NL, an Innu owned private corporation and 40% owned by Wolverine. The Property currently consists of 5 contiguous mineral licences composed of 262 claims encompassing 6,550 ha (Figure 2). A complete listing of mineral licences comprising the Frog Property follows on Table 1.

Licence	Area (ha)	Area (acres)	# Claims	Issued	Expiry	Mapsheets
031778M	2,875	7,104	115	2020-12-23	2025-12-23	13M16,14D01
031779M	2,500	6,178	100	2020-12-23	2025-12-23	13M16,14D01
034256M	150	371	6	2022-04-13	2027-04-13	13M16
034255M	450	1,112	18	2022-04-13	2027-04-13	14D01
034465M	575	1421	23	2022-05-07	2023-05-07	14D01

Licence	Area (ha)	# Claims	Issued	Expiry	Mapsheets
031778M	2,875	115	2020-12-23	2025-12-23	13M16,14D01
031779M	2,500	100	2020-12-23	2025-12-23	13M16,14D01
034256M	150	6	2022-04-13	2027-04-13	13M16
034255M	450	18	2022-04-13	2027-04-13	14D01
034465M	575	23	2022-05-07	2023-05-07	14D01

Table 1: List of Mineral Licences

~~Table~~Exploration ~~1: List of Mineral Licences~~Permits

Exploration ~~History~~Permit E230188 and E230214 were granted by the Government of Newfoundland and Labrador for exploration on the Frog Property until June 27, 2025. All exploration in Labrador requires approval from the Innu Nation as part of the permitting process.

~~In the fall of 2021, 86835 completed an initial exploration program on the Property consisting of prospecting, rock geochemistry, and ground magnetics.~~Mineralization

InTo ~~February and March of 2022~~date, ~~the~~no ~~Company~~economic ~~completed~~mineralization ahas ~~ground~~been ~~magnetometer~~discovered ~~survey~~ on the Property. A total of ~~28.5~~23 ~~line-km~~rock of(float) ~~surveying~~samples ~~was~~were ~~completed~~collected onand 30sent to Eastern Analytical Ltd. of Springdale, Newfoundland for multi-element ~~100~~analyses mincluding ~~spaced~~nickel ~~lines~~and ~~encompassing~~copper ansulphides ~~area~~as ofwell ~~350~~as harare earth element minerals. ~~The~~Although ~~survey~~no ~~was~~economic ~~completed~~results byfor ~~indigenous~~precious ~~workers~~metals ~~employed~~were byfound ~~86835~~from ~~using~~the anlaboratory ~~Overhauser~~analyses, ~~GEM~~one ~~GSM-19~~sample ~~Magnetometer~~did contain up to 780 ppm Cu. ~~The~~Elevated ~~survey~~iron ~~expanded~~and ondepleted asulphur ~~preliminary~~suggests ~~survey~~iron ~~completed~~(+/-) ~~late~~titanium inoxides ~~2021~~present likely related to the coincident magnetic high.

~~Although~~It ~~several~~was ~~small~~noted ~~anomalous~~that ~~bodies~~all ~~were~~of ~~delineated in~~ the ~~eastern~~samples ~~portion~~analyzed ofcontained ~~the~~high ~~grid,~~levels aof ~~strongly~~zirconium ~~magnetic~~averaging ~~body~~562 ~~was~~ppm ~~outlined~~Zr ~~extending 1~~(2.47 kmtimes ~~through~~normal ~~the~~background ~~western~~levels) ~~portion~~and of the ~~grid~~samples ~~and~~were issubsequently ~~open~~analyzed tofor ~~the~~rare ~~north~~earth ~~and~~elements ~~south~~(REE's). ~~This~~Of ~~magnetic~~the ~~feature~~23 issamples, ~~180~~13 towere ~~360~~found mto ~~wide~~contain ~~and~~total ~~shows~~rare aearth ~~sharp~~elements ~~contrast~~(TREE) ofgrading upabove totwice ~~20,000~~normal nTbackground ~~between~~values ~~the~~averaging ~~anomaly~~475 ~~and~~ppm ~~country~~TREE ~~rock~~+ Y.

~~Follow-up~~Preliminary ~~exploration,~~petrographic ~~due~~work toon ~~commence~~one insample ~~summer/fall~~suggests ~~2022,~~the ~~will~~rock ~~target~~is ~~this~~an ~~area~~iron ~~for~~rich ~~prospecting~~olivine ("fayalite") granite demonstrating textures consistent with chemical disequilibrium and ~~geochemistry~~possible hydrothermal alteration. ~~Additional~~Fayalite ~~ground~~granites ~~magnetics~~are ~~will~~unusual ~~target~~rocks ~~the~~commonly ~~north~~associated ~~and~~with ~~south~~anorthosite-magnerite-charnokite-granite ~~extensions~~(AMCG)-type ofmassifs such as the ~~current~~Nain ~~magnetic~~Igneous ~~anomaly~~Complex.

~~Recommendations~~Exploration History

~~The~~In ~~Property~~the isfall ~~currently at an early stage~~ of ~~exploration. Although rock samples anomalous in base metals have been discovered on surface~~2021, no86835 ~~source~~completed ofan ~~the~~initial ~~anomalous~~exploration ~~samples~~program ~~is currently evident. Magnetics~~ on the Property ~~have~~consisting ~~delineated~~of ~~several~~prospecting, ~~anomalous~~rock ~~areas to date~~geochemistry, ~~the most prominent of which is in the western portion of the grid extending over a 1.4 km strike length~~ and ~~open~~ground ~~to the north and south~~magnetics.

ItIn isFebruary ~~recommended that additional magnetics be completed expanding on the current grid to the north~~ and ~~south~~March of ~~anomalous readings encountered in~~ 2022~~. This can be completed after Spring thaw~~, atthe ~~which~~Company ~~time prospecting should be~~ completed ~~expanding~~a ~~the~~ground ~~2021~~magnetometer ~~range~~survey ~~of coverage focusing~~ on the ~~large~~Property. ~~magnetic~~A ~~anomaly~~total ~~in the area as it extends beyond the valley bottom to the steep valley ridges where it is more likely to encounter outcroppings.~~of

It28.5 isline-km ~~estimated~~of ~~that~~surveying ~~the~~was ~~next~~completed ~~phase~~on 30 - 100 m spaced lines encompassing an area of ~~exploration~~350 ~~would~~ha. ~~cost~~The ~~$152,000,~~survey aswas ~~itemized~~completed inby ~~Table~~indigenous 4workers employed by 86835 using an Overhauser GEM GSM-19 Magnetometer. The survey expanded on a preliminary survey completed late in 2021.

Program	Description		Cost
Ground Magnetics	50 line-km	$	75,000
Prospecting	7 people x 14 days	$	24,500
Mob/demob	Helicopter/Float Plane	$	25,000
Analytical	100 samples	$	5,000
Camp		$	9,000
Contingencies	~ 10%	$	13,500
Total		$	152,000

Although several small anomalous bodies were delineated in the eastern portion of the grid, a strongly magnetic body was outlined extending 1.4 km through the western portion of the grid and is open to the north and south. This magnetic feature is 180 to 360 m wide and shows a sharp contrast of up to 20,000 nT between the anomaly and country rock.

~~Table~~In 4:the ~~Recommended~~fall ~~Budget~~of -2022 ~~Frog~~an ~~Property~~exploration program was completed which consisted of prospecting in an area of strong magnetics delineated by a ground magnetics survey completed earlier in the year.

~~Subsidiaries~~Recommendations

WeIn dothe ~~not~~author's ~~have~~opinion, ~~any~~the ~~subsidiaries~~Frog Property is a property of merit and additional exploration should target both the source of the magnetic anomaly and the areas suspected to contain rare earth mineralization.

~~Intellectual~~It is recommended that airborne magnetics and radiometrics surveys be completed over the Property. Rare earth mineralization is generally associated with uranium mineralization and radiometrics should define promising areas for follow-up examination.

WeThe doarea ~~not~~of ~~own,~~the ~~either~~strong ~~legally~~magnetic oranomaly ~~beneficially~~is completely covered in glacial tills and no outcrop is evident. Prospecting should be completed expanding the 2021 range of coverage focusing on the north and south limits of the large magnetic anomaly at the cliff edges where the steep valley ridges demonstrate spalling of rocks into scree piles. Additional prospecting should be completed following the airborne geophysical surveys as well, ~~any~~focusing ~~patent~~on orboth ~~trademark~~radiometric and magnetic anomalies.

~~REPORTS~~It TOis ~~SECURITY~~estimated ~~HOLDERS~~that the next phase of exploration would cost $152,000, as itemized in Table 4.

We are not required to deliver an annual report to our stockholders but will voluntarily send an annual report, together with our annual audited financial statements upon request. We are required to file annual, quarterly and current reports, proxy statements, and other information with the Securities and Exchange Commission. Our Securities and Exchange Commission filings are available to the public over the Internet at the SEC's website at http://www.sec.gov.

Program	Description		Cost
Airborne Geophysics	Property wide	$	75,000
Prospecting	7 people x 14 days	$	24,500
Mob/demob	Helicopter/Float Plane	$	25,000
Analytical	100 samples	$	5,000
Camp		$	9,000
Contingencies	~ 10%	$	13,500
Total		$	152,000
Table 4: Recommended	Budget - Frog Property

The public may read and copy any materials filed by us with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. We are an electronic filer. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The Internet address of the site is http://www.sec.gov.8

8Subsidiaries

~~Item~~We ~~1A.~~do ~~Risk~~not ~~Factors~~have any subsidiaries.

~~Much~~Intellectual of the information included in this annual report includes or is based upon estimates, projections or other "forward looking statements". Such forward looking statements include any projections and estimates made by us and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.Property

~~Such estimates, projections or other "forward looking statements" involve various risks and uncertainties as outlined below.~~ We ~~caution~~do ~~the~~not ~~reader~~own, ~~that~~either ~~important~~legally ~~factors~~or ~~in some cases have affected and~~beneficially, ~~in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in~~ any ~~such~~patent ~~estimates, projections~~ or ~~other "forward looking statements"~~trademark.

IfREPORTS weTO doSECURITY ~~not obtain additional financing, the business plan will fail.~~HOLDERS

~~Our~~We ~~current~~are ~~operating~~not ~~funds~~required ~~are~~to ~~insufficient~~deliver an annual report to ~~complete~~our ~~the~~stockholders ~~next~~but ~~phases~~will ofvoluntarily ~~our~~send ~~proposed~~an ~~exploration~~annual ~~program~~report, ontogether with our ~~Labrador~~annual ~~mineral~~audited ~~claims~~financial statements upon request. We ~~will~~are ~~need~~required to ~~obtain~~file ~~additional~~annual, ~~financing~~quarterly inand ~~order~~current toreports, ~~complete~~proxy ~~our~~statements, ~~business~~and ~~plan~~other ~~and~~information ~~our~~with ~~proposed~~the ~~exploration~~Securities ~~program~~and Exchange Commission. Our ~~business~~Securities ~~plan~~and ~~calls~~Exchange ~~for~~Commission ~~significant~~filings ~~expenses~~are inavailable ~~connection~~to ~~with~~ the ~~exploration~~public ofover the ~~Labrador~~Internet ~~Claims.~~at Wethe ~~have~~SEC's ~~not~~website ~~made~~at ~~arrangements to secure any additional financing~~http://www.sec.gov.

~~Because~~The wepublic ~~have~~may ~~only~~read ~~recently~~and ~~commenced~~copy ~~business~~any ~~operations~~materials filed by us with the SEC at the SEC's Public Reference Room at 100 F Street, weNE, ~~face~~Washington aDC ~~high~~20549. ~~risk~~The public may obtain information on the operation of ~~business~~the ~~failure~~Public Reference Room by calling the SEC at 1-800-SEC-0330. We are an electronic filer. The SEC maintains an Internet site that contains reports, proxy and ~~this~~information ~~could~~statements, ~~result~~and inother ainformation ~~total~~regarding ~~loss~~issuers that file electronically with the SEC. The Internet address of ~~your~~the ~~investment~~site is http://www.sec.gov.

WeItem are not currently conducting any exploration and are in the initial stages of exploration of the Labrador Claims, and thus have no way to evaluate the likelihood whether our company will be able to operate our business successfully1A. ~~Our~~Risk Company was incorporated on February 23, 2006 and to date we have been involved primarily in organizational activities, obtaining financing and preliminary exploration of the Labrador Claims. We have not earned any revenues and we have never achieved profitability as of the date of this annual report. Potential investors should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises. The likelihood of success must be considered in the light of problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that our company plans to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration and additional costs and expenses that may exceed current estimates. We have no history upon which to base any assumption as to the likelihood that its business will prove successful, and we can provide no assurance to investors that our company will generate any operating revenues or ever achieve profitable operations. If our company is unsuccessful in addressing these risks its business will likely fail and you will lose your entire investment.Factors

~~Because~~Much of the information included in this annual report includes or is based upon estimates, projections or other "forward looking statements". Such forward-looking statements include any projections and estimates made by us and our ~~company~~management ~~has~~in ~~only~~connection ~~recently~~with ~~commenced~~our business operations. While these forward-looking statements, weand ~~expect~~any toassumptions ~~incur~~upon ~~operating~~which ~~losses~~they ~~for~~are based, are made in good faith and reflect our current judgment regarding the ~~foreseeable~~direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.

~~Our~~Such ~~company~~estimates, ~~has~~projections ~~never~~or ~~earned~~other ~~any~~"forward ~~revenue~~looking ~~and~~statements" ~~our~~involve ~~company~~various ~~has~~risks ~~never~~and ~~been~~uncertainties ~~profitable.~~as ~~Prior~~outlined tobelow. ~~completing~~We ~~exploration~~caution on the ~~Labrador~~reader ~~Claims,~~that weimportant ~~may~~factors ~~incur~~in ~~increased~~some ~~operating~~cases ~~expenses~~have ~~without~~affected ~~realizing~~and, ~~any~~in ~~revenues~~the ~~from~~future, ~~the~~could ~~Labrador~~materially ~~Claims,~~affect ~~this~~actual ~~could~~results and cause ~~our~~actual ~~company~~results to ~~fail~~differ ~~and~~materially ~~you~~from ~~will~~the ~~lose~~results ~~your~~expressed ~~entire~~in ~~investment~~any such estimates, projections or other "forward looking statements".

If we do not ~~find~~obtain aadditional ~~joint~~financing, ~~venture partner for~~ the ~~continued~~business ~~development~~plan ofwill ~~our mineral claims, we may not be able to advance exploration work~~fail.

IfOur ~~the~~current ~~results~~operating offunds ~~the exploration program~~ are ~~successful,~~insufficient ~~we may try~~ to ~~enter~~complete ~~into~~the anext ~~joint~~phases ~~venture~~of ~~agreement~~our ~~with~~proposed ~~a partner for the further~~ exploration ~~and~~program ~~possible~~on ~~production~~our ~~of the~~ Labrador ~~Claims. Our company would face competition from other junior~~ mineral ~~resource~~claims. ~~exploration~~We ~~companies~~will ~~who~~need ~~have~~to ~~properties~~obtain ~~that~~additional ~~they~~financing ~~deem~~in order to becomplete ~~attractive~~our inbusiness ~~terms~~plan ~~of potential return~~ and ~~investment cost. In addition, if~~ our ~~company~~proposed ~~entered~~exploration ~~into~~program. aOur ~~joint~~business ~~venture~~plan ~~agreement,~~calls ~~our~~for ~~company~~significant ~~would~~expenses ~~likely~~in ~~assign~~connection awith ~~percentage~~the exploration of ~~our interest in~~ the Labrador Claims ~~to the joint venture partner~~. IfWe ~~our~~have ~~company~~not ismade ~~unable~~arrangements to ~~enter~~secure ~~into~~any aadditional ~~joint venture agreement with a partner, our company may fail and you may lose your entire investment~~financing.

9Because we have only recently commenced business operations, we face a high risk of business failure and this could result in a total loss of your investment.

~~Because~~We are not currently conducting any exploration and are in the initial stages of exploration of the ~~speculative~~Labrador ~~nature~~Claims, and thus have no way to evaluate the likelihood whether our company will be able to operate our business successfully. Our Company was incorporated on February 23, 2006 and to date we have been involved primarily in organizational activities, obtaining financing and preliminary exploration of the Labrador Claims. We have not earned any revenues and we have never achieved profitability as of the date of this annual report. Potential investors should be aware of the difficulties normally encountered by new mineral ~~property~~exploration companies and the high rate of failure of such enterprises. The likelihood of success must be considered in the light of problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that our company plans to undertake. These potential problems include, ~~there~~but isare ~~substantial~~not ~~risk~~limited to, unanticipated problems relating to exploration and additional costs and expenses that may exceed current estimates. We have no ~~commercially~~history ~~viable~~upon ~~deposits~~which to base any assumption as to the likelihood that its business will beprove ~~found~~successful, and we can provide no assurance to investors that our company will generate any operating revenues or ever achieve profitable operations. If our company is unsuccessful in addressing these risks its business will likely fail and you will lose your entire investment.

Exploration for base and precious metals is a speculative venture involving substantial risk. We can provide investors with no assurance that the Labrador Claims contain commercially viable mineral deposits. The exploration program that our company will conduct on the Labrador Claims may not result in the discovery of commercial viable mineral deposits. Problems such as unusual and unexpected rock formations and other conditions are involved in base and precious metal exploration and often result in unsuccessful exploration efforts. In such a case, we may be unable to complete our business plan and you could lose your entire investment.9

Because ofour ~~the~~company ~~inherent~~has ~~dangers~~only ~~involved~~recently incommenced ~~base~~business ~~and precious metal exploration~~operations, ~~there~~we isexpect ato ~~risk that our company may~~ incur ~~liability~~operating orlosses ~~damages~~for asthe weforeseeable ~~conducts our business~~future.

~~The~~Our ~~search~~company ~~for~~has ~~base~~never ~~and~~earned ~~precious~~any ~~metals~~revenue ~~involves~~and ~~numerous hazards. As a result,~~ our company ~~may~~has ~~become~~never ~~subject~~been profitable. Prior to ~~liability~~completing ~~for~~exploration ~~such~~on ~~hazards,~~the ~~including~~Labrador ~~pollution~~Claims, ~~cave-ins and other hazards against which~~ we ~~cannot insure or against which we~~ may ~~elect~~incur ~~not~~increased tooperating ~~insure.~~expenses ~~Our~~without ~~company~~realizing ~~currently~~any ~~has~~revenues nofrom ~~such insurance nor do we expect to get such insurance in~~ the ~~foreseeable~~Labrador ~~future. If a hazard were to occur~~Claims, ~~the~~this ~~costs~~could ~~of rectifying the hazard may exceed our asset value and~~ cause our company to ~~liquidate~~fail ~~all~~and ofyou ~~our~~will ~~assets~~lose ~~resulting in the loss of~~ your entire investment.

~~Because~~If ~~access~~we todo ~~our~~not ~~company's~~find ~~mineral~~a ~~claims~~joint isventure ~~often~~partner ~~restricted~~for bythe ~~inclement~~continued ~~weather,~~development weof ~~will~~our bemineral ~~delayed~~claims, inwe ~~exploration~~may ~~and~~not ~~any~~be ~~future~~able ~~mining~~to ~~efforts~~advance exploration work.

~~Access~~If to the ~~Labrador~~results ~~mineral~~of ~~claims is restricted to~~ the ~~period~~exploration ~~between~~program ~~May~~are ~~and~~successful, ~~November~~we ofmay ~~each~~try ~~year~~to ~~due~~enter tointo ~~snow~~a injoint ~~the~~venture ~~area.~~agreement Aswith a ~~result,~~partner ~~any~~for ~~attempts~~the tofurther ~~visit,~~exploration ~~test,~~and orpossible ~~explore~~production of the ~~property~~Labrador ~~are~~Claims. ~~largely~~Our ~~limited~~company towould ~~these~~face ~~few~~competition ~~months~~from ofother ~~the~~junior ~~year~~mineral ~~when~~resource ~~weather~~exploration ~~permits~~companies ~~such~~who ~~activities.~~have ~~These~~properties ~~limitations~~that ~~can~~they ~~result~~deem into ~~significant~~be ~~delays~~attractive in ~~exploration~~terms ~~efforts,~~of aspotential ~~well~~return ~~as mining~~ and ~~production~~investment incost. ~~the~~In ~~event~~addition, ~~that~~if ~~commercial~~our ~~amounts~~company ofentered ~~minerals~~into ~~are~~a ~~found.~~joint ~~Such~~venture ~~delays~~agreement, ~~can result in~~ our company's ~~inability~~would tolikely ~~meet~~assign ~~deadlines~~a ~~for~~percentage ~~exploration~~of ~~expenditures~~our asinterest ~~defined~~in by the ~~Province~~Labrador ofClaims ~~Newfoundland~~to ~~and~~the ~~Labrador.~~joint ~~This~~venture ~~could~~partner. ~~cause~~If ~~the~~our ~~business~~company ~~venture~~is unable to ~~fail~~enter ~~and~~into ~~the~~a ~~loss~~joint ofventure ~~your~~agreement ~~entire~~with ~~investment~~a ~~unless~~partner, our company ~~can~~may ~~meet~~fail ~~the~~and ~~deadlines~~you may lose your entire investment.

AsBecause ~~our~~of ~~company~~the ~~undertakes~~speculative ~~exploration~~nature of ~~the~~mineral ~~Labrador~~property ~~Claims~~exploration, wethere ~~will~~is besubstantial ~~subject~~risk tothat ~~compliance~~no ~~with~~commercially ~~government~~viable ~~regulation~~deposits ~~that~~will ~~may~~be ~~increase~~found ~~the anticipated time~~ and ~~cost~~our ofbusiness ~~its~~will ~~exploration program~~fail.

~~There~~Exploration ~~are~~for ~~several~~base ~~governmental~~and ~~regulations~~precious ~~that~~metals ~~materially~~is ~~restrict~~a ~~the~~speculative ~~exploration~~venture ofinvolving ~~minerals~~substantial risk. ~~Our~~We ~~company~~can ~~will~~provide beinvestors ~~subject~~with tono assurance that the ~~mining~~Labrador ~~laws~~Claims ~~and~~contain ~~regulations~~commercially asviable ~~contained~~mineral indeposits. ~~the~~The ~~Mineral~~exploration ~~Act~~program ofthat ~~the~~our ~~Province~~company ofwill ~~Newfoundland~~conduct ~~and~~on the Labrador asClaims wemay ~~carry~~not ~~out~~result ~~our~~in ~~exploration~~the ~~program.~~discovery Weof ~~may~~commercial beviable ~~required~~mineral todeposits. ~~obtain~~Problems ~~work~~such ~~permits,~~as ~~post~~unusual ~~bonds~~ and ~~perform~~unexpected ~~remediation~~rock ~~work~~formations ~~for~~and ~~any~~other ~~physical~~conditions ~~disturbance~~are toinvolved ~~the land~~ in ~~order~~base toand ~~comply~~precious ~~with~~metal ~~these~~exploration ~~regulations.~~and ~~While~~often ~~our~~result ~~company's~~in ~~planned~~unsuccessful exploration ~~program~~efforts. ~~budgets~~In ~~for~~such ~~regulatory~~a ~~compliance~~case, ~~there~~we ismay abe ~~risk~~unable ~~that~~to ~~new~~complete ~~regulations could increase~~ our ~~time and costs of doing~~ business plan and ~~prevent~~you ~~our~~could ~~company~~lose ~~from~~your ~~carrying~~entire ~~out our exploration program~~investment.

Because ~~market~~of ~~factors~~the ininherent ~~the~~dangers ~~mining~~involved ~~business~~in ~~are~~base ~~out~~and ofprecious ~~our~~metal ~~control~~exploration, there is a risk that our company may ~~not~~incur beliability ~~able~~or todamages ~~market~~as ~~any~~we ~~minerals~~conducts ~~that~~our ~~may be found~~business.

The ~~mining~~search ~~industry,~~for inbase ~~general, is intensely competitive~~ and weprecious ~~can~~metals ~~provide~~involves nonumerous ~~assurance~~hazards. toAs ~~investors~~a ~~even~~result, ifour ~~minerals~~company ~~are~~may ~~discovered~~become ~~that~~subject ato ~~ready~~liability ~~market~~for ~~will~~such ~~exist~~hazards, ~~from~~including ~~the~~pollution, ~~sale~~cave-ins ofand ~~any~~other ~~base~~hazards oragainst ~~precious~~which ~~metals~~we ~~found.~~cannot ~~Numerous~~insure ~~factors~~or ~~beyond~~against ~~our~~which ~~control~~we may ~~affect~~elect ~~the~~not ~~marketability~~to ofinsure. ~~base~~Our orcompany ~~precious~~currently ~~metals.~~has ~~These~~no ~~factors~~such ~~include~~insurance ~~market~~nor ~~fluctuations,~~do ~~the~~we ~~proximity~~expect ~~and~~to ~~capacity~~get ofsuch ~~natural~~insurance ~~resource~~in ~~markets~~the ~~and~~foreseeable ~~processing~~future. ~~equipment,~~If ~~government~~a ~~regulations,~~hazard ~~including~~were ~~regulations relating~~ to ~~prices~~occur, ~~taxes,~~the ~~royalties,~~costs ~~land~~of ~~tenure,~~rectifying ~~land~~the ~~use,~~hazard ~~importing~~may ~~and~~exceed ~~exporting~~our ofasset ~~minerals~~value and ~~environmental~~cause ~~protection.~~our ~~The~~company ~~exact~~to ~~effect~~liquidate all of ~~these~~our ~~factors~~assets ~~cannot~~resulting bein ~~accurately predicted, but~~ the ~~combination~~loss of ~~these factors may result in our company not receiving an adequate return on invested capital and you may lose~~ your entire investment.

Because access to our company's ~~holds~~mineral aclaims ~~significant~~is ~~portion~~often ofrestricted ~~our~~by ~~cash~~inclement ~~reserves in United States dollars~~weather, we ~~may~~will ~~experience~~be ~~weakened~~delayed ~~purchasing~~in ~~power~~exploration inand ~~Canadian~~any ~~dollar~~future ~~terms~~mining efforts.

~~Our~~Access ~~company~~to ~~holds~~the aLabrador ~~significant~~mineral ~~portion~~claims is restricted to the period between May and November of ~~our~~each ~~cash~~year ~~reserves~~due into ~~United~~snow ~~States~~in ~~dollars~~the area. ~~Due~~As toa ~~foreign~~result, ~~exchange~~any ~~rate~~attempts ~~fluctuations~~to visit, test, or explore the ~~value~~property ofare largely limited to these ~~United~~few ~~States~~months ~~dollar~~of ~~reserves~~the ~~can~~year ~~result~~when inweather ~~both~~permits ~~translation~~such ~~gains~~activities. orThese ~~losses~~limitations can result in ~~Canadian~~significant ~~dollar~~delays ~~terms.~~in Ifexploration ~~there~~efforts, ~~was~~as towell beas amining ~~significant~~and ~~decline~~production in the ~~United~~event ~~States~~that ~~dollar~~commercial ~~versus~~amounts ~~the~~of ~~Canadian~~minerals ~~Dollar,~~are ~~our~~found. USSuch ~~dollar~~delays ~~purchasing~~can ~~power~~result in ~~Canadian~~our ~~dollars~~company's ~~would~~inability ~~also~~to ~~significantly~~meet ~~decline.~~deadlines ~~Our~~for ~~company~~exploration ~~has~~expenditures ~~not~~as ~~entered~~defined ~~into~~by ~~derivative~~the ~~instruments~~Province of Newfoundland and Labrador. This could cause the business venture to ~~offset~~fail and the ~~impact~~loss of ~~foreign~~your ~~exchange~~entire ~~fluctuations~~investment unless our company can meet the deadlines.

10As our company undertakes exploration of the Labrador Claims, we will be subject to compliance with government regulation that may increase the anticipated time and cost of its exploration program.

There are several governmental regulations that materially restrict the exploration of minerals. Our ~~auditors~~company ~~have~~will ~~expressed~~be ~~substantial~~subject ~~doubt~~to ~~about~~the mining laws and regulations as contained in the Mineral Act of the Province of Newfoundland and Labrador as we carry out our exploration program. We may be required to obtain work permits, post bonds and perform remediation work for any physical disturbance to the land in order to comply with these regulations. While our company's ~~ability~~planned toexploration ~~continue~~program asbudgets for regulatory compliance, there is a ~~going~~risk ~~concern~~that new regulations could increase our time and costs of doing business and prevent our company from carrying out our exploration program.

The accompanying financial statements have been prepared assuming that our company will continue as a going concern. As discussed in Note 1 to the May 31, 2022, financial statements, our company was incorporated on February 23, 2006, and has never generated any revenue, has a working capital deficiency, and has incurred operating losses since inception. As a result, our company's auditor has expressed substantial doubt about the ability of our company to continue as a going concern. Continued operations are dependent on our ability to complete equity or debt financings or generate profitable operations. Such financings may not be available or may not be available on reasonable terms. Our financial statements do not include any adjustments that may result from the outcome of this uncertainty.10

~~Our~~Because ~~stock~~market isfactors ain ~~penny~~the ~~stock.~~mining ~~Trading~~business are out of our ~~stock~~control, ~~may~~our becompany ~~restricted by the SEC's penny stock regulations which~~ may ~~limit~~not abe ~~stockholder's~~able ~~ability~~ to ~~buy~~market ~~and~~any ~~sell~~minerals ~~our~~that ~~stock~~may be found.

~~Our stock is a penny stock.~~ The ~~Securities~~mining and Exchange Commission has adopted Rule 15g-9 which generally defines "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per shareindustry, ~~subject~~in ~~to certain exceptions. Our securities are covered by the penny stock rules~~general, ~~which~~is ~~impose~~intensely ~~additional~~competitive ~~sales~~and ~~practice~~we ~~requirements~~can onprovide ~~broker-dealers~~no ~~who~~assurance ~~sell~~ to ~~persons other than established customers and "accredited~~ investors". ~~The~~even ~~term~~if ~~"accredited~~minerals ~~investor"~~are ~~refers~~discovered ~~generally~~that toa ~~institutions~~ready ~~with~~market ~~assets~~will inexist ~~excess~~from ofthe ~~$5,000,000~~sale ~~or individuals with a net worth in excess~~ of ~~$1,000,000~~any orbase ~~annual income exceeding $200,000~~ or ~~$300,000~~precious ~~jointly~~metals ~~with their spouse~~found. ~~The~~Numerous ~~penny~~factors ~~stock~~beyond ~~rules~~our ~~require~~control amay ~~broker-dealer,~~affect ~~prior to a transaction in a penny stock not otherwise exempt from~~ the ~~rules,~~marketability ~~to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level~~ of ~~risks~~base inor ~~the~~precious ~~penny stock market~~metals. ~~The~~These ~~broker-dealer~~factors ~~also~~include ~~must~~market ~~provide the customer with current bid and offer quotations for the penny stock~~fluctuations, the ~~compensation~~proximity ~~of the broker-dealer~~ and ~~its~~capacity ~~salesperson in the transaction and monthly account statements showing the market value~~ of ~~each~~natural ~~penny~~resource ~~stock~~markets ~~held in the customer's account. The bid~~ and ~~offer~~processing ~~quotations~~equipment, ~~and~~government ~~the broker-dealer and salesperson compensation information~~regulations, ~~must~~including beregulations ~~given~~relating to ~~the~~prices, ~~customer~~taxes, ~~orally~~royalties, orland ~~in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition~~tenure, ~~the~~land ~~penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules~~use, ~~the~~importing ~~broker-~~and ~~dealer~~exporting ~~must~~of ~~make~~minerals ~~a special written determination that the penny stock is a suitable investment for the purchaser~~ and ~~receive~~environmental ~~the purchaser's written agreement to the transaction~~protection. ~~These~~The ~~disclosure~~exact ~~requirements may have the~~ effect of ~~reducing~~these ~~the~~factors ~~level~~cannot ofbe ~~trading~~accurately ~~activity~~predicted, inbut the ~~secondary~~combination ~~market~~of ~~for the stock that is subject to~~ these ~~penny~~factors ~~stock rules. Consequently, these penny stock rules~~ may ~~affect~~result ~~the~~in ~~ability of broker-dealers to trade~~ our ~~securities.~~company Wenot ~~believe~~receiving ~~that~~an ~~the~~adequate ~~penny~~return ~~stock~~on ~~rules~~invested ~~discourage~~capital ~~investor interest in~~ and ~~limit~~you ~~the~~may ~~marketability~~lose ofyour ~~our~~entire ~~common stock~~investment.

~~OTC~~Because ~~Markets~~our ~~has~~company ~~placed~~holds a ~~"Shell~~significant ~~Risk"~~portion ~~identifier~~of onour ~~the~~cash ~~Company's~~reserves ~~page~~in onUnited ~~OTC~~States ~~Markets~~dollars, ~~website~~we may experience weakened purchasing power in Canadian dollar terms.

~~OTC~~Our ~~Markets~~company ~~has~~holds ~~placed~~ a ~~"Shell~~significant ~~Risk"~~portion ~~identifier~~of onour ~~the~~cash ~~Company's~~reserves ~~page~~in onUnited ~~OTC~~States ~~Markets website~~dollars. ~~The~~Due ~~Company~~to isforeign ~~not~~exchange inrate ~~agreement~~fluctuations, ~~that~~the itvalue isof athese ~~"Shell~~United ~~Company"~~States asdollar ~~defined~~reserves incan ~~Rule~~result ~~12b-2~~in ofboth ~~the~~translation ~~Exchange~~gains ~~Act~~or ~~due~~losses toin ~~the~~Canadian ~~operations~~dollar ~~conducted~~terms. byIf ~~the~~there ~~Company~~was into ~~the~~be ~~past~~a ~~few~~significant ~~years~~decline in the ~~technology~~United ~~sector,~~States ~~and~~dollar ~~that~~versus ~~such~~the ~~operations~~Canadian ~~have~~Dollar, ~~been~~our ~~more~~USdollar ~~than~~purchasing ~~nominal.~~power Ifin ~~advisable~~Canadian ordollars ~~beneficial~~would ~~for~~also ~~the~~significantly ~~Company~~decline. orOur ~~its~~company ~~shareholders,~~has ~~the~~not ~~Company~~entered ~~may~~into ~~elect~~derivative toinstruments ~~pursue the appeal process with OTC Markets~~ to ~~have~~offset the ~~"Shell~~impact ~~Risk"~~of ~~identifier~~foreign ~~removed~~exchange fluctuations.

~~Item~~Our ~~1B.~~auditors ~~Unresolved~~have ~~Staff~~expressed ~~Comments~~substantial doubt about our company's ability to continue as a going concern.

~~None~~The accompanying financial statements have been prepared assuming that our company will continue as a going concern. As discussed in Note 1 to the May 31, 2023, financial statements, our company was incorporated on February 23, 2006, and has never generated any revenue, has a working capital deficiency, and has incurred operating losses since inception. As a result, our company's auditor has expressed substantial doubt about the ability of our company to continue as a going concern. Continued operations are dependent on our ability to complete equity or debt financing or generate profitable operations. Such financing may not be available or may not be available on reasonable terms. Our financial statements do not include any adjustments that may result from the outcome of this uncertainty.

~~Item~~Our 2stock is a penny stock. ~~Properties~~Trading of our stock may be restricted by the SEC's penny stock regulations which may limit a stockholder's ability to buy and sell our stock.

WeOur dostock ~~not~~is ~~own~~a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines "penny stock" to be any ~~real~~equity ~~property~~security that has a market price (as defined) less than $5.00 ~~Our~~per ~~principal~~share ~~business~~or ~~offices~~an ~~are~~exercise ~~located~~price atof ~~#55-11020~~less ~~Williams~~than ~~Road~~$5.00 per share, ~~Richmond~~subject ~~British~~to ~~Columbia~~certain exceptions. Our securities are covered by the penny stock rules, ~~Canada~~which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 ~~V7A~~or ~~1X8~~individuals atwith a ~~cost~~net ofworth ~~CDN~~in excess of $1,000,000 ~~per~~or ~~month~~annual onincome exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a ~~month~~broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-~~month~~dealer ~~basis~~also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker- dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

~~Item~~OTC 3.Markets ~~Legal~~has ~~Proceedings~~placed a "Shell Risk" identifier on the Company's page on OTC Markets website.

~~Other~~OTC ~~than~~Markets ashas ~~set~~placed ~~out~~a ~~below,~~"Shell ~~our~~Risk" ~~company~~identifier on the Company's page on OTC Markets website. The Company is not in agreement that it is a ~~party~~"Shell Company" as defined in Rule 12b-2 of the Exchange Act due to ~~any~~the ~~pending~~operations ~~legal~~conducted ~~proceeding~~by the Company in the past few years in the technology sector, and nothat ~~legal~~such ~~proceeding~~operations ishave ~~contemplated~~been more than nominal. If advisable or ~~threatened~~beneficial asfor ofthe Company or its shareholders, the ~~date~~Company ofmay ~~this~~elect ~~annual~~to ~~report~~pursue the appeal process with OTC Markets to have the "Shell Risk" identifier removed.

Item 41B. ~~Mine~~Unresolved ~~Safety~~Staff ~~Disclosures~~Comments

~~Not applicable~~None.

~~PART~~Item II2. Properties

~~Item~~We 5do not own any real property. ~~Market~~Our ~~for~~principal ~~Common~~business ~~Equity~~offices ~~and~~are ~~Related~~located ~~Stockholder~~at ~~Matters~~#55-11020 Williams Road, Richmond British Columbia, Canada, V7A 1X8 at a cost of CDN $1,000 per month on a month-to-month basis.

~~Public~~Item ~~Market~~3. Legal ~~for Common Stock~~Proceedings

~~Our~~Other ~~stock~~than as set out below, our company is ~~quoted~~not ona ~~the~~party ~~OTC~~to ~~Pink~~any ~~under~~pending legal proceeding and no legal proceeding is contemplated or threatened as of the ~~symbol~~date ~~WOLV~~of this annual report.

~~Stockholders~~Item of4. Mine ~~Our~~Safety ~~Common Shares~~Disclosures

AsNot ~~of the date of this annual report, we have 254 registered shareholders~~applicable.

~~Stock~~PART ~~Option Grants~~II

NoItem ~~stock~~5. Market ~~options~~for ~~were~~Common ~~granted~~Equity ~~during~~and ~~the~~Related ~~year~~Stockholder ~~ended May 31, 2022.~~Matters

~~Warrants~~Public Market for Common Stock

WeOur ~~have~~stock ~~not~~is ~~issued~~quoted ~~and~~on dothe ~~not~~OTC ~~have~~Pink ~~any~~under ~~outstanding~~the ~~warrants~~symbol ~~to purchase shares of our common stock~~WOLV.

~~Dividends~~Stockholders of Our Common Shares

~~There~~As ~~are~~of nothe ~~restrictions~~date ~~in our articles~~ of ~~incorporation~~this orannual ~~bylaws that prevent us from declaring dividends. The Nevada Revised Statutes~~report, ~~however,~~we dohave ~~prohibit~~261 usregistered ~~from declaring dividends where, after giving effect to the distribution of the dividend:~~shareholders.

~~1. we~~Stock ~~would~~Option ~~not be able to pay our debts as they become due in the usual course of business; or~~Grants

~~2. our~~No ~~total~~stock ~~assets~~options ~~would~~were begranted ~~less~~during ~~than~~ the ~~sum~~year ofended ~~our~~May ~~total~~31, ~~liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution~~2023.

~~We have not declared any dividends, and we do not plan to declare any dividends in the foreseeable future.~~Warrants

~~Securities~~We ~~Authorized~~have ~~for~~not ~~Issuance~~issued ~~Under~~and ~~Equity~~do ~~Compensation~~not ~~Plans~~have any outstanding warrants to purchase shares of our common stock.

On May 28, 2010 our directors approved the adoption of our 2010 Stock Plan which permits our company to issue up to 257,363 shares of our common stock, and 257,363 options to acquire shares of common stock, to directors, officers, employees and consultants of our company upon the grant of stock or the exercise of stock options granted under the 2010 Plan. As at May 31, 2022, there were none issued.Dividends

~~Transfer~~There ~~Agent~~are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:

Our common shares are issued in registered form. Empire Stock Transfer, Inc. Telephone: (702) 818-5898; Facsimile: (702) 974-1444 is the registrar and transfer agent for our common shares.

1.	we would not be able to pay our debts as they become due in the usual course of business; or

2.	our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

AsWe ofhave ~~September~~not ~~13,~~declared ~~2022~~any dividends, and we ~~have~~do ~~254~~not ~~registered~~plan ~~stockholders~~to ~~and~~declare ~~76,964,373~~any ~~shares~~dividends ofin ~~common~~the ~~stock~~foreseeable ~~outstanding~~future.

~~Purchase of Equity~~ Securities byAuthorized ~~the~~for ~~Issuer~~Issuance ~~and~~Under ~~Affiliated~~Equity ~~Purchasers~~Compensation Plans

WeOn ~~did~~May ~~not~~28, ~~purchase~~2010 ~~any~~our directors approved the adoption of our 2010 Stock Plan which permits our company to issue up to 257,363 shares of our common stock, and 257,363 options to acquire shares of common stock, to directors, officers, employees and consultants of our company upon the grant of stock or ~~other~~the ~~securities~~exercise ~~during~~of stock options granted under the ~~year~~2010 ~~ended~~Plan. As at May 31, ~~2022~~2023, there were none issued.

~~Recent~~Transfer ~~Sales of Unregistered Securities~~Agent

OnOur ~~July~~common ~~26,~~shares ~~2021,~~are we issued ~~150,000 shares of our common stock~~ in aregistered ~~private placement at a purchase price of USD $0~~form.~~001875~~ ~~raising~~Empire ~~gross~~Stock ~~proceeds of $5~~Transfer,~~625.~~ We received proceeds of $3,750 for 100,000 shares of common stock during the year ended May 31, 2021, and the balance of $1,875 for 50,000 shares of common stock during the three months ended August 31, 2021Inc. WeTelephone: ~~have issued all of securities to one~~ (1702) ~~U.S.~~818-5898; ~~person~~Facsimile: (as702) ~~that~~974-1444 ~~term~~ is ~~defined in Regulation S of~~ the ~~Securities~~registrar ~~Act~~and oftransfer ~~1933)~~agent ~~relying~~for ~~upon~~our ~~Rule~~common ~~506 of Regulation D of the Securities Act of 1933~~shares.

OnAs ~~July 26, 2021, we issued 1,850,000 shares~~ of ~~our~~September ~~common stock in a private placement at a purchase price of CDN $0.0025 raising gross proceeds of $75~~22,~~295~~ ~~(CDN$92~~2023,~~500).~~ Wewe ~~received~~have ~~proceeds~~261 ofregistered ~~$40,953~~stockholders ~~(Cdn$50,000) for 1,000,000 shares of common stock during the year ended May 31, 2021,~~ and ~~the balance of $34~~100,~~342 (Cdn$42~~974,~~500)~~373 ~~for 850,000~~ shares of common stock ~~during the three months ended August 31, 2021~~outstanding. We have issued all of the shares to fifteen (15) non-US persons (as that term is defined in Regulation S of the Securities Act of 1933) in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933.

OnPurchase ~~November 30, 2021, we issued 500,000 shares~~ of ~~our~~Equity common stock in a private placement at a purchase price of USD $0.001875 raising gross proceeds of USD $18,750. We have issued all of securities to one (1) U.S. person (as that term is defined in Regulation S of the Securities ~~Act~~by ~~of 1933) relying upon Rule 506 of Regulation D of~~ the ~~Securities~~Issuer ~~Act~~and ofAffiliated ~~1933.~~Purchasers

OnWe ~~November~~did ~~30,~~not ~~2021,~~purchase weany ~~issued~~of ~~1,500,000~~our shares of ~~our~~ common stock in a private placement at a purchase price of CDN $0.0025 raising gross proceeds of CDN $75,000. We have issued all of the shares to eight (8) non-US persons (as that term is defined in Regulation S of the Securities Act of 1933) in an offshore transaction relying on Regulation S and/or ~~Section~~other ~~4(2)~~securities ofduring the ~~Securities~~year ~~Act~~ended ofMay ~~1933~~31, 2023.

OnRecent ~~March~~Sales ~~14, 2022, we issued 3,500,000 shares~~ of ~~our~~Unregistered common stock in a private placement at a purchase price of CDN $0.0025 (USD $0.002) raising gross proceeds of CDN $175,000 (USD $140,000). We have issued all of the shares to ten (10) non-US persons (as that term is defined in Regulation S of the Securities ~~Act of 1933) in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933.~~

On ~~March~~January 1427, ~~2022~~2023, we issued ~~500~~1,250,000 shares of our common stock ~~pursuant~~in toa ~~debt~~private ~~settlement~~placement ~~agreements~~at ~~with~~a ~~six~~purchase price of CDN $0.05 (6)USD ~~individuals~~$0.04) ~~The~~raising ~~deemed~~gross ~~price~~proceeds of ~~the~~CDN ~~shares~~$62,500 ~~issued was~~ (USD $049,361).~~002~~ ~~per share.~~ We have issued all of ~~securities~~the shares to six (6) ~~U.S.~~non-US persons (as that term is defined in Regulation S of the Securities Act of 1933) ~~relying~~in ~~upon~~an ~~Rule~~offshore ~~506~~transaction ofrelying on Regulation DS and/or Section 4(2) of the Securities Act of 1933.

On ~~March~~January 1427, ~~2022~~2023, we issued 97,~~683~~200,000 shares of our common stock ~~pursuant~~in toa ~~debt~~private ~~settlement~~placement ~~agreements~~at ~~with~~a ~~fifty-six~~purchase ~~(56) individuals. The deemed~~ price of ~~the shares issued was~~ CDN $0.~~0025~~025 (USD $0.~~002~~02) ~~per~~raising ~~share~~gross proceeds of CDN $180,000 (USD $133,410). We have issued all of the shares to ~~fifty-six~~thirteen (5613) non-US persons (as that term is defined in Regulation S of the Securities Act of 1933) in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933.

~~Purchase~~On January 27, 2023, we issued 420,000 shares of ~~Equity~~our common stock in a private placement at a purchase price of USD $0.02 raising gross proceeds of USD $8,400. We have issued all of securities to two (2) U.S. persons (as that term is defined in Regulation S of the Securities byAct of 1933) relying upon Rule 506 of Regulation D of the ~~Issuer~~Securities Act of 1933.

~~Wolverine~~On ~~did~~January ~~not~~27, ~~purchase~~2023, ~~any~~we ofissued ~~our~~450,000 shares of our common stock orpursuant ~~other~~to debt settlement agreements with two (2) individuals. The deemed price of the shares issued was USD $0.002 per share. We have issued all of securities ~~during~~to ~~our~~two ~~fourth~~(2) ~~quarter~~U.S. persons (as that term is defined in Regulation S of ~~our~~the ~~fiscal~~Securities ~~year~~Act ~~ended~~of ~~May~~1933) ~~31,~~relying ~~2022~~upon Rule 506 of Regulation D of the Securities Act of 1933.

~~Item~~On 6January 27, 2023, we issued 5,240,000 shares of our common stock pursuant to debt settlement agreements with nine (9) individuals. ~~Selected~~The ~~Financial~~deemed ~~Data~~price of the shares issued was CDN $0.025 (USD $0.02) per share. We have issued all of the shares to nine (9) non-US persons (as that term is defined in Regulation S of the Securities Act of 1933) in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933.

AsPurchase aof ~~"smaller~~Equity ~~reporting~~Securities ~~company",~~by ~~we are not required to provide~~ the ~~information required by this Item.~~Issuer

~~Item~~Wolverine 7.did ~~Management's~~not ~~Discussion~~purchase ~~and~~any ~~Analysis~~of our shares of ~~Financial~~common ~~Condition~~stock ~~and~~or ~~Results~~other securities during our fourth quarter of ~~Operations~~our fiscal year ended May 31, 2023.

~~The~~Item ~~following discussion should be read in conjunction with our audited financial statements and the related notes for the years ended May 31, 2022 and 2021 that appear elsewhere in this annual report~~6. Selected ~~The~~Financial following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this annual report, particularly in the section entitled "Risk Factors" beginning on page 9 of this annual report.Data

13As a "smaller reporting company", we are not required to provide the information required by this Item.

~~Our~~Item ~~audited~~7. Management's ~~financial~~Discussion ~~statements~~and ~~are~~Analysis ~~stated~~of inFinancial ~~United~~Condition ~~States Dollars~~ and ~~are~~Results ~~prepared~~of ~~in accordance with United States generally accepted accounting principles.~~Operations

~~Cash~~The ~~Requirements~~following discussion should be read in conjunction with our audited financial statements and the related notes for the years ended May 31, 2023, and 2022 that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include but are not limited to those discussed below and elsewhere in this annual report, particularly in the section entitled "Risk Factors" beginning on page 9 of this annual report.

There is limited historical financial information about us upon which to base an evaluation of our performance. We have not generated any revenues from activities. We cannot guarantee we will be successful in our business activities. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of our properties, and possible cost overruns due to price and cost increases in services.13

~~Over~~Our ~~the~~audited ~~next~~financial ~~twelve~~statements ~~months~~are westated ~~intend~~in toUnited ~~use~~States ~~any~~Dollars ~~funds that we may have available to fund our operations~~ and ~~conduct~~are ~~exploration~~prepared onin ~~our~~accordance ~~Labrador~~with ~~Claims.~~United WeStates ~~expect~~generally toaccepted ~~review~~accounting ~~other potential exploration projects from time to time as they are presented to us~~principles.

~~Not~~Cash accounting for our working capital deficit of $72,168 as of May 31, 2022, we require additional funds of approximately $152,000 at a minimum to proceed with our plan of operation over the next twelve months. As we do not have the funds necessary to cover our projected operating expenses for the next twelve-month period, we will be required to raise additional funds through the issuance of equity securities, through loans or through debt financing. There can be no assurance that we will be successful in raising the required capital or that actual cash requirements will not exceed our estimates. We intend to fulfill any additional cash requirement through the sale of our equity securities.Requirements

~~Our~~There ~~auditors~~is ~~have~~limited ~~issued~~historical afinancial ~~going~~information ~~concern~~about ~~opinion~~us ~~for~~upon ~~our~~which ~~year~~to ~~ended~~base ~~May 31, 2022. This means that there is substantial doubt that we can continue as~~ an ~~on-going~~evaluation ~~business~~of ~~for the next twelve months unless we obtain additional capital to pay~~ our ~~bills~~performance. ~~This~~We ~~is because we~~ have not generated any revenues ~~and~~from noactivities. ~~revenues~~We ~~are~~cannot ~~anticipated~~guarantee ~~until~~ we ~~begin~~will ~~removing~~be ~~and~~successful ~~selling~~in ~~minerals.~~our Asbusiness weactivities. ~~had~~Our ~~minimal~~business ~~cash~~is ~~and~~subject ato ~~working~~risks ~~capital~~inherent ~~deficit~~ in the ~~amount~~establishment of ~~$72,168~~a asnew ofbusiness ~~May 31~~enterprise, ~~2022,~~including welimited ~~do not have sufficient working~~ capital toresources, ~~enable~~possible usdelays toin ~~carry out our stated plan of operation for~~ the ~~next~~exploration ~~twelve months. We plan to complete debt financings and/or private placement sales~~ of our ~~common~~properties, ~~stock in order to raise the funds necessary to pursue our plan of operation~~ and topossible ~~fund~~cost ~~our~~overruns ~~working~~due ~~capital deficit in order~~ to ~~enable~~price ~~us to pay our accounts payable~~ and ~~accrued~~cost ~~liabilities.~~increases ~~We currently do not have any arrangements~~ in ~~place for the completion of any debt financings or private placement financings and there is no assurance that we will be successful in completing any debt financing or private placement financing~~services. ~~Our success or failure will be determined by what we find under the ground.~~

~~Plan~~Over ofthe ~~Operation~~next twelve months we intend to use any funds that we may have available to fund our operations and conduct exploration on our Labrador Claims. We expect to review other potential exploration projects from time to time as they are presented to us.

~~The~~Not ~~Plan~~accounting for our working capital deficit of ~~Operation~~$92,143 ~~for~~as of May 31, 2023, we require additional funds of approximately $152,000 at a minimum to proceed with our plan of operation over the next 12twelve months. isAs we do not have the funds necessary to cover our projected operating expenses for the next twelve-month period, we will be required to raise ~~$152~~additional funds through the issuance of equity securities,~~000~~ ~~for~~through loans or through debt financing. There can be no assurance that we will be successful in raising the ~~exploration~~required ~~program~~capital onor that actual cash requirements will not exceed our estimates. We intend to fulfill any additional cash requirement through the ~~Frog~~sale ~~Property~~of our equity securities.

AsOur atauditors have issued a going concern opinion for our year ended May 31, ~~2022,~~2023. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we begin removing and selling minerals. As we had minimal cash and a working capital deficit in the amount of $692,~~294~~143 as of May 31, 2023, we do not have sufficient working capital to enable us to carry out our stated plan of operation for the next twelve months. We ~~will~~plan ~~need~~to complete debt financings and/or private placement sales of our common stock in order to raise ~~additional~~the ~~financing~~funds necessary to pursue our plan of operation and to fund our ~~exploration~~working ~~program~~capital ~~over~~deficit in order to enable us to pay our accounts payable and accrued liabilities. We currently do not have any arrangements in place for the ~~next~~completion 12of ~~months~~any debt financing or private placement financing and there is no assurance that we will be successful in completing any debt financing or private placement financing. Our success or failure will be determined by what we find under the ground.

~~The~~Plan ~~continuation~~ of our business is dependent upon obtaining further financing, a successful program of exploration and/or development, and, finally, achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.Operation

~~There~~The ~~are~~Plan noof ~~assurances~~Operation ~~that we will be able to obtain further funds required~~ for ~~our~~the ~~continued~~next ~~operations.~~12 Asmonths ~~noted~~is ~~herein, we are pursuing various financing alternatives~~ to ~~meet~~raise ~~our immediate and long-term financial requirements. There can be no assurance that additional financing will be available to us when needed or~~$152,000 iffor ~~available,~~the ~~that~~exploration itprogram ~~can be obtained~~ on ~~commercially reasonable terms. If we are not able to obtain~~ the ~~additional~~Frog ~~financing on a timely basis, we will be unable to conduct our operations as planned, and we will not be able to meet our other obligations as they become due~~Property. ~~In such event, we will be forced to scale down or perhaps even cease our operations.~~

~~Purchase~~As at May 31, 2023, we had cash of ~~Significant~~$208. ~~Equipment~~We will need to raise additional financing to fund our exploration program over the next 12 months.

WeThe ~~did~~continuation ~~not~~of ~~purchase~~our ~~any~~business is dependent upon obtaining further financing, a successful program of exploration and/or development, and, finally, achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant ~~equipment~~dilution ~~over~~in the ~~twelve~~equity ~~months~~interests ~~ending~~of ~~May~~our 31current stockholders. Obtaining commercial loans, ~~2022~~assuming those loans would be available, will increase our liabilities and future cash commitments.

14There are no assurances that we will be able to obtain further funds required for our continued operations. As noted herein, we are pursuing various financing alternatives to meet our immediate and long-term financial requirements. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will be unable to conduct our operations as planned, and we will not be able to meet our other obligations as they become due. In such event, we will be forced to scale down or perhaps even cease our operations.

~~Results~~Purchase of ~~Operations~~Significant ~~for the Years Ended May 31, 2022 and 2021~~Equipment

~~The~~We ~~following~~did ~~summary~~not ofpurchase ~~our~~any ~~results~~significant ofequipment ~~operations~~over ~~should be read in conjunction with our audited financial statements for~~ the ~~years~~twelve ~~ended~~months ending May 31, ~~2022 and 2021~~2023.

~~Our operating results for the years ended May 31, 2022 and 2021 are summarized as follows:~~14

		Year EndedMay 31
		2022			2021
Revenue	$	-		$	-
Operating expenses	$	(3,400,807	)	$	(161,390	)
Other income (expenses)	$	(280,462	)	$	(15,260	)
Net loss	$	(3,681,269	)	$	(176,650	)

Results of Operations for the Years Ended May 31, 2023 and 2022

~~Revenues~~The following summary of our results of operations should be read in conjunction with our audited financial statements for the years ended May 31, 2023 and 2022.

WeOur ~~have~~operating ~~not~~results ~~earned~~for ~~any~~the ~~revenues~~years ~~since~~ended ~~our~~May ~~inception~~31, 2023 and we2022 doare ~~not~~summarized ~~anticipate~~as ~~earning revenues in the near future.~~follows:

Operating Expenses

		Year Ended May 31
		2023			2022
Revenue	$	-		$	-
Operating expenses	$	(333,490	)	$	(3,400,807	)
Other income (expenses)	$	(76,412	)	$	(280,462	)
Net loss	$	(409,902	)	$	(3,681,269	)

~~Our operating expenses for the years ended May 31, 2022 and 2021 are outlined in the table below:~~Revenues

		Year EndedMay 31
		2022		2021
General and administrative	$	498,419	$	158,722
Mineral property exploration costs	$	40,436	$	-
Impairment of mineral properties	$	2,861,952	$	2,668
Total expenses	$	3,400,807	$	161,390

We have not earned any revenues since our inception and we do not anticipate earning revenues in the near future.

~~The~~Operating ~~increase in general and administrative expenses for the year ended May 31, 2022 of $339,697, compared to the same period in fiscal 2021, was mainly due to:~~Expenses

anOur ~~increase~~operating inexpenses ~~consulting~~for ~~fees~~the ofyears ~~$183~~ended May 31,~~253,~~ ~~mainly~~2023 ~~due~~and to2022 anare ~~increase~~outlined in ~~consulting services that were settled with shares during~~ the ~~year;~~table below:

an increase in professional fees of $82,875, due to an increase in expenses associated with public company reporting obligations;

		Year Ended May 31
		2023		2022
General and administrative	$	303,381	$	498,419
Impairment (recovery) of mineral properties	$	-	$	2,861,952
Mineral exploration costs	$	30,109	$	40,436

anThe ~~increase~~decrease in ~~transfer~~general ~~agent~~ and ~~filing~~administrative ~~fees~~expenses for the year ended May 31, 2023 of $46195,~~921~~038, ~~mainly~~compared ~~due~~ to anthe ~~increase~~same period in ~~share~~fiscal ~~issuances~~2022, towas ~~settle~~mainly ~~accounts~~due ~~payable;~~to:

ana ~~increase~~decrease in ~~administrative~~consulting ~~late~~ fees of $12142,~~396~~337, mainly due to ana ~~increase~~decrease in ~~vendor~~consulting ~~accounts~~services ~~which~~during ~~are~~the ~~past due.~~year;
~~and~~a andecrease ~~increase~~ in ~~office~~interest ~~expenses~~expense of $712,~~025.~~396, due to an adjustment made during the year ended May 31, 2022;
~~Mineral~~a ~~property~~decrease ~~and~~in ~~exploration~~transfer ~~costs~~agent ~~increased~~and byfiling ~~$40,436~~fees ~~from~~of $~~0 during the year ended May 31~~30, ~~2021 to $40~~424,~~436~~ ~~during~~mainly ~~the~~due ~~year~~to ~~ended May 31, 2022. Mineral property exploration costs increased during the year as~~ a ~~result~~decrease ~~of an increase~~ in ~~exploration~~share ~~costs incurred during exploration of the Frog Property.~~issuances;
~~Impairment~~and ofa ~~mineral~~decrease ~~properties~~in ~~increased~~office byexpenses ~~$2,859,284~~of ~~from~~ $26,~~668 during the year ended May 31, 2021 to $2,861,952 during the year ended May 31, 2022~~430. ~~Impairment of mineral properties increased during the year primarily due to the uncertainty of establishing proven and probable outputs from the Frog Property acquisition.~~

15Mineral property and exploration costs decreased by $10,327 from $40,436 during the year ended May 31, 2022 to $30,109 during the year ended May 31, 2023. Mineral property exploration costs decreased during the year as a result of a decrease in exploration costs incurred during exploration of the Frog Property and a staking license fees refund of $2,350.

~~Liquidity~~Impairment of mineral properties decreased by $2,861,952 from an impairment of $2,861,952 during the year ended May 31, 2022 to $Nil during the year ended May 31, 2023. Impairment of mineral properties during the year ended May 31, 2022 was primarily due to the uncertainty of establishing proven and ~~Financial~~probable ~~Condition~~outputs from the Frog Property acquisition.

~~Working Capital~~15

		AtMay 31,2022			AtMay 31,2021
Current assets	$	9,349		$	18,424
Current liabilities		81,517			335,456
Working deficit	$	(72,168	)	$	(317,032	)

Liquidity and Financial Condition

~~Cash~~Working ~~Flows~~Capital

		Year EndedMay 31
		AtMay 31,2023			AtMay 31,2022
		2022			2021
Current assets	$	2,501		$	9,349
Net Cash Used in Operating Activities	$	(296,976	)	$	(36,101	)
Current liabilities		94,644			81,517
Net Cash Provided by (Used in) investingactivities		(7,334	)		(2,668	)
Working deficit	$	(92,143	)	$	(72,168	)
Net Cash Provided by Financing Activities		301,493			44,703
Net change in cash during period	$	(2,817	)	$	5,934

~~Operating~~Cash ~~Activities~~Flows

Net cash used in operating activities during the year ended May 31, 2022 was $296,976 compared to $36,101 for the year ended May 31, 2021. The increase in cash used in operating activities was primarily a result of an increase in net loss to $3,681,269 for the year ended May 31, 2022, offset by non-cash items including an impairment of mineral property costs of $2,861,952, a loss of settlement of debt of $395,493, gain on write-down of accounts payable of $100,733 and a net change in operating assets and liabilities of $227,581, compared to a net loss of $176,650 for the year ended May 31, 2021, offset by a net change in operating assets and liabilities of $140,142.

		Year Ended May 31
		2023			2022
Net Cash Used in Operating Activities	$	(216,843	)	$	(296,976	)
Net Cash Used in investing activities		-			(7,334	)
Net Cash Provided by Financing Activities		210,757			301,493
Net change in cash during period	$	(6,086	)	$	(2,817	)

~~Investing~~Operating Activities

Net cash ~~provided~~used byin ~~investing~~operating activities during the year ended May 31, ~~2022~~2023 was $7216,~~334~~843 compared to ~~net~~$296,976 for the year ended May 31, 2022. The decrease in cash used in ~~investing~~operating activities was primarily a result of a decrease in net loss to $2409,~~668~~902 for the year ended May 31, ~~2021~~2023, ~~resulting~~offset ~~from~~by annon-cash ~~increase~~item including a loss of settlement of debt of $80,888 and a net change in operating assets and liabilities of $112,171, compared to a net loss of $3,681,269 for the year ended May 31, 2022, offset by non-cash items including an impairment of mineral property ~~claim~~costs ~~acquisition~~of ~~costs~~$2,861,952, a loss of settlement of debt of $395,493, gain on write-down of accounts payable of $100,733 and a net change in operating assets and liabilities of $227,581.

~~Financing~~Investing Activities

~~During~~Net cash provided by investing activities during the year ended May 31, ~~2022,~~2023 wewas ~~received proceeds of~~ $~~301,493~~Nil ~~from~~compared ~~financing~~to ~~activities,~~net ~~which~~cash ~~included~~used ~~stock~~in ~~subscriptions~~investing ofactivities ~~$49,361 and proceeds from common stock issued~~ of $~~252~~7,~~132.~~334 ~~During~~for the year ended May 31, ~~2021~~2022, weresulting ~~received proceeds of $44,703~~ from ~~financing~~a ~~activities,~~decrease ~~which~~in ~~were~~mineral ~~included~~property inclaim ~~subscriptions~~acquisition ~~received~~costs.

~~Contractual~~Financing ~~Obligations~~Activities

AsDuring athe ~~"smaller~~year ~~reporting~~ended ~~company"~~May 31, 2023, we ~~are~~received ~~not~~proceeds ~~required~~of to$210,757 ~~provide~~from ~~tabular~~financing ~~disclosure~~activities, ~~obligations~~which included advances from related parties of $8,600 and proceeds from common stock issued and subscribed of $202,157. During the year ended May 31, 2022, we received proceeds of $301,493 from financing activities from common stock issued and subscribed.

~~Off-Balance~~Contractual ~~Sheet Arrangements~~Obligations

WeAs ~~have~~a no"smaller ~~significant~~reporting ~~off-balance~~company", ~~sheet~~we ~~arrangements that have or~~ are ~~reasonably~~not ~~likely~~required to ~~have~~provide atabular ~~current~~disclosure or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholdersobligations.

~~APPLICATION~~Off-Balance OFSheet ~~CRITICAL ACCOUNTING POLICIES~~Arrangements

~~Our~~We ~~audited~~have ~~financial~~no ~~statements~~significant ~~and~~off-balance ~~accompanying~~sheet ~~notes~~arrangements ~~are~~that ~~prepared~~have inor ~~accordance~~are ~~with~~reasonably ~~generally~~likely ~~accepted~~to ~~accounting~~have ~~principles~~a ~~used~~current inor ~~the~~future ~~United~~effect ~~States.~~on ~~Preparing~~our financial ~~statements~~condition, ~~requires~~changes ~~management~~in tofinancial ~~make~~condition, ~~estimates~~revenues ~~and~~or ~~assumptions~~expenses, ~~that~~results ~~affect the reported amounts~~ of ~~assets~~operations, ~~liabilities~~liquidity, ~~revenue,~~capital ~~and~~expenditures ~~expenses.~~or ~~These~~capital ~~estimates~~resources ~~and~~that ~~assumptions~~ are ~~affected~~material by management's application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to ~~an understanding of our financial statements~~stockholders.

~~Mineral~~APPLICATION ~~Property~~OF ~~Costs~~CRITICAL ACCOUNTING POLICIES

Our ~~company~~audited ~~has~~financial ~~been~~statements ~~in the exploration stage since its inception on February 23, 2006~~ and ~~has~~accompanying ~~not~~notes ~~yet~~are ~~realized~~prepared ~~any~~in ~~revenues~~accordance ~~from~~with ~~its~~generally ~~planned~~accepted ~~operations.~~accounting Itprinciples isused ~~primarily engaged~~ in the ~~acquisition~~United ~~and exploration of mining properties~~States. ~~Mineral~~Preparing ~~property~~financial ~~exploration~~statements ~~costs~~requires ~~are~~management ~~expensed~~to asmake ~~incurred.~~estimates ~~Mineral~~and ~~property~~assumptions ~~acquisition~~that ~~costs~~affect ~~are initially capitalized when incurred. Our company assesses~~ the ~~carrying~~reported ~~costs~~amounts ~~for~~of ~~impairment under ASC 360~~assets, ~~"Property~~liabilities, ~~Plant~~revenue, and ~~Equipment", at each fiscal quarter end~~expenses. ~~When~~These itestimates ~~has~~and ~~been~~assumptions ~~determined~~are ~~that~~affected aby ~~mineral~~management's ~~property~~application ~~can be economically developed as a result~~ of ~~establishing~~accounting ~~proven and probable reserves, the costs then incurred to develop such property, are capitalized~~policies. ~~Such~~We ~~costs~~believe ~~will~~that beunderstanding ~~amortized using~~ the ~~units-of-production~~basis ~~method~~and ~~over~~nature ~~the estimated life~~ of the ~~probable~~estimates ~~reserve.~~and Ifassumptions ~~mineral~~involved ~~properties~~with ~~are~~the ~~subsequently~~following ~~abandoned~~aspects orof ~~impaired,~~our ~~any~~financial ~~capitalized~~statements ~~costs~~is ~~will~~critical ~~be charged~~ to ~~operations.~~an Nounderstanding ~~mineral~~of ~~costs~~our ~~were~~financial ~~incurred in the current period~~statements.

~~Stock-based~~Mineral ~~Compensation~~Property Costs

Our company ~~records~~has ~~stock-based~~been ~~compensation~~ in ~~accordance~~the ~~with~~exploration ~~ASC~~stage ~~718~~since its inception on February 23, ~~"Compensation-Stock~~2006 ~~Compensation"~~and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition and exploration of mining properties. Mineral property exploration costs are expensed as incurred. Mineral property acquisition costs are initially capitalized when incurred. Our company assesses the carrying costs for impairment under ASC ~~505~~360, "~~Equity~~Property, ~~Based~~Plant, ~~Payments~~and ~~to Non-Employees~~Equipment", ~~using~~at ~~the~~each ~~fair~~fiscal ~~value~~quarter ~~method~~end. ~~All~~When ~~transactions~~it inhas ~~which~~been ~~goods~~determined orthat ~~services~~a ~~are~~mineral ~~the~~property ~~consideration~~can ~~received~~be ~~for~~economically ~~the~~developed ~~issuance~~as ofa ~~equity~~result ~~instruments~~of ~~are~~establishing ~~accounted~~proven ~~for~~and ~~based~~probable onreserves, the ~~grant~~costs ~~date~~then ~~fair~~incurred ~~value~~to ofdevelop such property are capitalized. Such costs will be amortized using the ~~consideration~~units-of-production ~~received~~method orover the ~~fair~~estimated ~~value~~life of the ~~equity~~probable ~~instrument~~reserve. ~~issued~~If mineral properties are subsequently abandoned or impaired, ~~whichever~~any iscapitalized ~~more~~costs ~~reliably~~will ~~measurable~~be charged to operations. No mineral costs were incurred in the current period.

~~NEW~~Stock-based ~~ACCOUNTING PRONOUNCEMENTS~~Compensation

~~The~~Our ~~Company~~company ~~has~~records ~~implemented~~stock-based ~~all~~compensation ~~new~~in ~~accounting~~accordance ~~pronouncements~~with ~~that~~ASC ~~are~~718, in"Compensation-Stock ~~effect~~Compensation" and ~~that~~ASC ~~may~~505, ~~impact~~"Equity ~~its~~Based ~~financial~~Payments ~~statements~~to ~~and~~Non-Employees", ~~does~~using ~~not~~the ~~believe~~fair ~~that~~value ~~there~~method. ~~are~~All ~~any~~transactions ~~other~~in ~~new~~which ~~accounting~~goods ~~pronouncements~~or ~~that~~services ~~have~~are ~~been~~the ~~issued~~consideration ~~that~~received ~~might~~for ~~have~~the aissuance ~~material~~of ~~impact~~equity oninstruments ~~its~~are ~~financial~~accounted ~~position~~for orbased ~~results~~on ~~of operations.~~the

~~Item~~grant ~~7A.~~date ~~Quantitative~~fair ~~and~~value ~~Qualitative~~of ~~Disclosures~~the ~~About~~consideration ~~Market~~received, ~~Risk~~or the fair value of the equity instrument issued, whichever is more reliably measurable.

AsNEW aACCOUNTING ~~"smaller reporting company", we are not required to provide the information required by this Item.~~PRONOUNCEMENTS

~~Item~~The 8.Company ~~Financial~~has ~~Statements~~implemented all new accounting pronouncements that are in effect and ~~Supplementary~~that ~~Data~~may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

~~Our~~Item ~~audited~~7A. Quantitative ~~financial statements are stated in United States dollars (US$)~~ and ~~are~~Qualitative ~~prepared~~Disclosures inAbout ~~accordance~~Market ~~with United States generally accepted accounting principles. The following audited financial statements are filed as part of this annual report:~~Risk

17As a "smaller reporting company", we are not required to provide the information required by this Item.

~~WOLVERINE~~Item ~~RESOURCES CORP~~8.~~(Formerly~~ Financial ~~Wolverine~~Statements ~~Technologies~~and ~~Corp.)May~~Supplementary ~~31, 2022(Expressed in U.S. dollars)~~Data

	Index
Report of Independent Registered Public Accounting Firm (PCAOB ID Number 3627)	F–2
Balance Sheets as of May 31, 2022 and 2021	F–3
Statements of Operations for the years ended May 31, 2022 and 2021	F–4
Statements of Stockholders’ Deficit for the years ended May 31, 2022 and 2021	F–5
Statements of Cash Flows for the years ended May 31, 2022 and 2021	F–6
Notes to the Financial Statements	F–7

Our audited financial statements are stated in United States dollars (US$) and are prepared in accordance with United States generally accepted accounting principles. The following audited financial statements are filed as part of this annual report:

~~F-1~~17

~~REPORT~~WOLVERINE OFRESOURCES ~~INDEPENDENT~~CORP. ~~REGISTERED PUBLIC ACCOUNTING FIRM~~

~~To the Board of Directors and Shareholders of Wolverine Resources Corp.~~ (~~formerly:~~Formerly Wolverine Technologies Corp.):

~~Opinion~~May on31, ~~the Financial Statements~~2023

~~We have audited the accompanying balance sheets of Wolverine Resources Corp.~~ (~~formerly:~~Expressed ~~Wolverine Technologies Corp.) (“the Company”) as of May 31, 2022, and 2021, the related statements of operations, changes~~ in ~~stockholders’ deficit, and cash flows for each of the years in the two-year period ended May 31, 2022, and the related notes (collectively referred to as the “financial statements”)~~U. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of May 31, 2022, and 2021, and the results of its operations and its cash flows for each of the years in the two-year period ended May 31, 2022, in conformity with accounting principles generally accepted in the United States of AmericaS. dollars)

Explanatory Paragraph Regarding Going Concern

	Index

Report of Independent Registered Public Accounting Firm (PCAOB ID Number 3627)	F-2

Balance Sheets as of May 31, 2023 and 2022	F-3

Statements of Operations for the years ended May 31, 2023 and 2022	F-4

Statements of Stockholders' Deficit for the years ended May 31, 2023 and 2022	F-5

Statements of Cash Flows for the years ended May 31, 2023 and 2022	F-6

Notes to the Financial Statements	F-7

~~The~~REPORT ~~accompanying~~OF ~~financial~~INDEPENDENT ~~statements~~REGISTERED ~~have~~PUBLIC ~~been~~ACCOUNTING prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has never generated revenues, is unlikely to generate earnings in the immediate or foreseeable future, has suffered recurring losses from operations and has a net capital deficiency, all of which raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.FIRM

~~Basis~~To ~~for~~the ~~Opinion~~Board of Directors and Shareholders of Wolverine Resources Corp.:

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

We ~~conducted~~have ~~our~~audited ~~audits~~the inaccompanying ~~accordance~~balance ~~with~~sheets ~~the standards~~ of ~~the~~Wolverine ~~PCAOB~~Resources Corp. ~~Those~~("the ~~standards~~Company") ~~require~~as ~~that~~of weMay ~~plan~~31, 2023 and ~~perform~~2022, the ~~audit~~related tostatements ~~obtain~~of ~~reasonable~~operations, ~~assurance~~stockholders' ~~about~~deficit, ~~whether~~and cash flows for each of the ~~financial~~years ~~statements~~in ~~are~~the ~~free~~two-year ofperiod ~~material~~ended ~~misstatement~~May 31, ~~whether~~2023 ~~due~~and tothe ~~error~~related ornotes ~~fraud.~~(collectively ~~The~~referred ~~Company~~to isas ~~not~~the ~~required~~"financial tostatements"). ~~have~~In our opinion, ~~nor~~the ~~were~~financial westatements ~~engaged~~referred to ~~perform,~~above anpresent ~~audit~~fairly, ofin ~~its~~all ~~internal~~material ~~control~~respects, ~~over~~the financial ~~reporting.~~position Asof ~~part~~the Company as of ~~our~~May ~~audits~~31, we2023 ~~are~~and ~~required~~2022, toand ~~obtain~~the anresults ~~understanding~~ of ~~internal~~its ~~control~~operations ~~over~~and ~~financial~~its ~~reporting,~~cash ~~but~~flows ~~not~~ for each of the ~~purpose~~years ofin ~~expressing~~the antwo-year ~~opinion~~period onended ~~the~~May ~~effectiveness~~31, of2023, ~~the~~in ~~Company’s~~conformity ~~internal~~with ~~control~~accounting ~~over~~principles ~~financial~~generally ~~reporting.~~accepted ~~Accordingly,~~in wethe ~~express~~United noStates ~~such~~of ~~opinion~~America.

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

~~Critical~~The ~~Audit~~accompanying ~~Matters~~ financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has never generated revenues, is unlikely to generate earnings in the immediate or foreseeable future, has suffered recurring losses from operations and has a net capital deficiency, all of which raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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

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

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

~~The Company~~Our ~~derecognizes~~audits ~~liabilities~~included ~~when~~performing ~~such~~procedures ~~liabilities~~to ~~have~~assess ~~been~~the ~~extinguished~~risks ~~which~~of ~~occurs~~material ~~when~~misstatement of the ~~Company~~financial ~~pays~~statements, ~~the~~whether ~~liability~~due ~~and~~to iserror ~~relieved~~or offraud, ~~the~~and ~~obligation~~performing orprocedures ~~the~~that ~~Company~~respond isto ~~legally~~those ~~relieved~~risks. ~~from~~Such ~~being~~procedures ~~the~~included ~~primary~~examining ~~obligor~~on ~~under~~a ~~the~~test ~~liability~~basis, ~~either~~evidence ~~judicially~~regarding orthe byamounts and disclosures in the ~~creditor~~financial statements. ~~Legally~~ ~~relieved~~Our audits also ~~includes~~included ~~when~~evaluating ~~there~~the isaccounting ~~the~~principles ~~occurrence~~used ofand ansignificant ~~expiration~~estimates ofmade ~~the~~by ~~applicable~~management, ~~statute~~as ofwell ~~limitations~~as ~~and~~evaluating the ~~Company~~overall ~~has~~presentation ~~obtained~~of athe ~~sufficiently~~financial ~~detailed~~statements. ~~legal~~We ~~opinion~~believe that ~~substantiates~~our ~~that~~audits ~~the~~provide ~~courts~~a ~~would~~reasonable ~~grant~~basis ~~declaratory~~for ~~judgement~~our ~~of extinguishment in such matter~~opinion.

~~Upon~~Critical ~~obtaining~~Audit conclusive evidence that an obligation may be extinguished, has expired, is discharged, is cancelled, or otherwise no longer legally exists, then the Company will derecognize the respective liability on its balance sheet. The company derecognized $100,733 of previously outstanding liabilities upon concluding that these were no longer enforceable legal obligations due to the expiration of the applicable statute of limitations. These amounts are included in gain on derecognition of liabilities in the 2022 statement of operations.Matters

~~The~~Critical ~~principal~~audit ~~consideration~~matters ~~for~~are ~~our~~matters ~~determination~~arising ~~that~~from the ~~extinguishment~~current period audit of ~~these~~the ~~liabilities~~financial isstatements athat ~~critical~~were communicated or required to be communicated to the audit ~~matter~~committee isand that ~~auditing~~(1) ~~such~~relate ~~required~~to aaccounts ~~high~~or ~~degree~~disclosures ofthat ~~complex~~are material to the financial statements and (2) involved our especially challenging, subjective, ~~audit~~or ~~judgement~~complex ~~and~~judgments. ~~significant~~We determined that there were no critical audit ~~effort~~matters.

~~How~~/s/ ~~the~~Sadler, ~~Critical~~Gibb ~~Audit~~& ~~Matter~~Associates, ~~was Addressed in the Audit~~LLC

~~Our~~We ~~audit~~have ~~procedures~~served ~~related~~as to the ~~following:~~Company's auditor since 2018.

~~Testing~~Draper, ~~management’s process for identifying obligations that they felt could legally be derecognized.~~UT

~~Testing~~September ~~management’s~~22, ~~process for identifying obligation that they felt could legally be derecognized.~~2023

~~Testing the obligations identified, including tracing to supporting contracts and invoices to validate the amount of the obligation and incurrence date thereof.~~F-2

WeWOLVERINE ~~obtained~~RESOURCES ~~an attorney provided legal opinion from the Company and evaluated whether it was sufficiently robust to support extinguishment accounting~~CORP.

We(Formerly ~~engaged~~Wolverine anTechnologies ~~attorney to assist the Firm in the evaluation of the legal opinion cited above~~Corp. )

~~/s/~~Balance ~~Sadler, Gibb & Associates, LLC~~Sheets

We(Expressed ~~have~~in ~~served as the Company’s auditor since 2018~~U.S. dollars)

Draper, UT

	May 31, 2023 $		May 31, 2022 $

ASSETS
Current Assets
Cash	208		6,294
Other receivable	1,925		2,659
Prepaid expenses	368		396
Total Assets	2,501		9,349

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	71,031		59,028
Accounts payable - related parties (Note 4)	23,613		22,489
Total Liabilities	94,644		81,517

Commitments and contingencies (Note 8)	-		-
Stockholders' Deficit
Common stock, 250,000,000 shares authorized, $0.001 par value 91,024,373 and 77,464,373 shares issued and outstanding at May 31, 2023 and 2022, respectively	91,024		77,464
Subscriptions payable	60,346		49,361
Additional paid-in capital	10,328,021		9,962,639
Accumulated deficit	(10,571,534	)	(10,161,632	)
Total Stockholders' Deficit	(92,143	)	(72,168	)
Total Liabilities and Stockholders' Deficit	2,501		9,349

~~September~~(The ~~13,~~accompanying ~~2022~~ notes are an integral part of these financial statements.)

F-23

WOLVERINE RESOURCES CORP.

(Formerly Wolverine Technologies Corp.)

~~Balance~~Statements ~~Sheets~~of Operations

(Expressed in U.S. dollars)

	May 31,2022$		May 31,2021$
	Year		Year
ASSETS
	Ended		Ended
Current Assets
	May 31,		May 31,
Cash	6,294		9,111
	2023		2022
Other receivable	2,659		9,313
	$		$
Prepaid expenses	396		-
Operating Expenses
Total Assets	9,349		18,424
General and administrative	303,381		498,419
LIABILITIES AND STOCKHOLDERS' DEFICIT
Impairment of mineral properties	-		2,861,952
Current Liabilities
Mineral property exploration costs	30,109		40,436
Accounts payable and accrued liabilities	59,028		126,458
Total Operating Expenses	333,490		3,400,807
Accounts payable - related parties (Note 4)	22,489		208,998
Loss From Operations	(333,490	)	(3,400,807	)
Total Liabilities	81,517		335,456
Other Income (Expense)
Commitments and contingencies (Note 8)	-		-
Foreign exchange gain (loss)	4,476		14,298
Stockholders' Deficit
Gain on derecognition of accounts payable	-		100,733
Common stock, 250,000,000 shares authorized, $0.001 par value 77,464,373 and 31,781,373 shares issued and outstanding at May 31, 2022 and 2021, respectively	77,464		31,781
Loss on settlement of debt	(80,888	)	(395,493	)
Subscriptions received	49,361		44,703
Total Other Income (Expense)	(76,412	)	(280,462	)
Additional paid-in capital	9,962,639		6,086,847
Net Loss	(409,902	)	(3,681,269	)
Accumulated deficit	(10,161,632	)	(6,480,363	)
Net Loss Per Common Share, Basic and Diluted	(0.00	)	(0.08	)
Total Stockholders' Deficit	(72,168	)	(317,032	)
Weighted Average Common Shares Outstanding, Basic and Diluted	85,181,578		45,355,636
Total Liabilities and Stockholders' Deficit	9,349		18,424

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

F-34

WOLVERINE RESOURCES CORP.

(Formerly Wolverine Technologies Corp.)

Statements of ~~Operations~~Stockholders' Deficit

For the Years Ended May 31, 2023 and 2022 (Expressed in U.S. dollars)

	Year		Year
							Additional
	Ended		Ended
	Common Stock				Subscriptions		Paid-in	Accumulated
	May 31,		May 31,
	Shares*		Amount		Payable		Capital	Deficit		Total
	2022		2021
	#		$		$		$	$		$
	$		$
Balance, May 31, 2021	31,781,373		31,781		44,703		6,086,847	(6,480,363	)	(317,032	)
Operating Expenses
Common stock issued for cash and subscriptions payable	7,500,000		7,500		(44,703	)	289,335	-		252,132
General and administrative	498,419		158,722
Common stock issued to settle debt	9,683,000		9,683		-		764,957	-		774,640
Impairment of mineral properties	2,861,952		2,668
Common stock issued to purchase mineral property	28,500,000		28,500		-		2,821,500	-		2,850,000
Mineral property exploration costs	40,436		-
Common stock subscribed	-		-		49,361		-	-		49,361
Total Operating Expenses	3,400,807		161,390
Net loss for the year	-		-		-		-	(3,681,269	)	(3,681,269	)
Loss From Operations	(3,400,807	)	(161,390	)
Balance, May 31, 2022	77,464,373		77,464		49,361		9,962,639	(10,161,632	)	(72,168	)
Other Income (Expense)
Common stock issued for subscriptions payable	1,250,000		1,250		(49,361	)	48,111	-		-
Foreign exchange gain (loss)	14,298		(17,521	)
Common stock issued for cash	7,620,000		7,620		-		134,191	-		141,811
Gain on derecognition of accounts payable	100,733		-
Common stock issued for debt	5,690,000		5,690		-		182,080	-		187,770
(Loss) gain on settlement of debt	(395,493	)	2,261
Common stock cancelled	(1,000,000	)	(1,000	)	-		1,000	-		-
Total Other Income (Expense)	(280,462	)	(15,260	)
Common stock subscribed	-		-		60,346		-	-		60,346
Net Loss	(3,681,269	)	(176,650	)
Net loss for the year	-		-		-		-	(409,902	)	(409,902	)
Net Loss Per Common Share, Basic and Diluted	(0.08	)	(0.01	)
Balance, May 31, 2023	91,024,373		91,024		60,346		10,328,021	(10,571,534	)	(92,143	)
Weighted Average Common Shares Outstanding, Basic and Diluted	45,355,636		31,756,327

(*) The ~~accompanying~~Company ~~notes~~effected ~~are~~a an20:1 ~~integral~~reverse ~~part~~stock ofsplit ~~these~~on ~~financial~~July ~~statements~~27, 2022.) All share and per share amounts have been retrospectively presented to reflect the reverse stock split.

~~F-4~~(The accompanying notes are an integral part of these financial statements.)

~~WOLVERINE RESOURCES CORP.~~F-5

~~(Formerly~~WOLVERINE ~~Wolverine~~RESOURCES ~~Technologies Corp~~CORP.~~)Statements~~ ~~of Changes in Stockholders' Deficit~~

~~For~~(Formerly ~~the~~Wolverine ~~Years~~Technologies ~~Ended May 31, 2022 and 2021~~Corp.)

~~(Expressed~~Statements inof ~~U.S.~~Cash ~~dollars)~~Flows

					Additional
	Common Stock		Subscriptions		Paid-in	Accumulated
	Shares*	Amount	Received		Capital	Deficit		Total
	#	$	$		$	$		$
Balance, May 31, 2020	31,531,373	31,531	10,736		6,076,361	(6,303,713	)	(185,085	)
Common stock subscribed for cash	-	-	44,703		-	-		44,703
Common stock issued to settle debt	25,000	25	(1,000	)	975	-		-
Common stock issued for subscription payable	225,000	225	(9,736	)	9,511	-		-
Net loss for the year	-	-	-		-	(176,650	)	(176,650	)
Balance, May 31, 2021	31,781,373	31,781	44,703		6,086,847	(6,480,363	)	(317,032	)
Common stock issued for cash and subscriptions payable	7,500,000	7,500	(44,703	)	289,335	-		252,132
Common stock issued to settle debt	9,683,000	9,683	-		764,957	-		774,640
Common stock issued to purchase mineral property	28,500,000	28,500	-		2,821,500	-		2,850,000
Common stock subscribed	-	-	49,361		-	-		49,361
Net loss for the year	-	-	-		-	(3,681,269	)	(3,681,269	)
Balance, May 31, 2022	77,464,373	77,464	49,361		9,962,639	(10,161,632	)	(72,168	)

(Expressed in U.S. dollars)

(*) The Company effected a 20:1 reverse stock split on July 27, 2022. All share and per share amounts have been retrospectively presented to reflect the reverse stock split.

	Year		Year
	Ended		Ended
	May 31,		May 31,
	2023		2022
	$		$

Operating Activities
Net loss	(409,902	)	(3,681,269	)
Adjustments to reconcile net loss to net cash used in operating activities:
Loss (Gain) on settlement of accounts payable	-		(100,733	)
Impairment of mineral properties	-		2,861,952
Loss on settlement of liabilities	80,888		395,493
Changes in operating assets and liabilities:
Other receivable	734		6,654
Prepaid expenses	28		(396	)
Accounts payable and accrued liabilities	61,317		88,551
Accounts payable - related parties	50,092		132,772
Net Cash Used in Operating Activities	(216,843	)	(296,976	)

Investing Activities
Acquisition of mineral properties	-		(7,334	)
Net Cash Used in Investing Activities	-		(7,334	)

Financing Activities
Advances from related parties	8,600		-
Proceeds from common stock issued and subscribed	202,157		301,493
Net Cash Provided by Financing Activities	210,757		301,493

Change in Cash	(6,086	)	(2,817	)
Cash, Beginning of Year	6,294		9,111
Cash, End of Year	208		6,294

Supplemental Disclosures:
Interest paid	-		-
Income taxes paid	-		-

Non-cash Investing and Financing Activities:
Common stock issued to settle accounts payable	187,770		774,640
Common stock issued to purchase mineral property	-		2,850,000
Common stock cancelled pursuant to amended property purchase agreement	1,000		-
Common stock issued for prior year subscriptions	49,361		44,703

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

F-56

WOLVERINE RESOURCES CORP.

(Formerly Wolverine Technologies Corp.)

~~Statements~~Notes ofto ~~Cash~~the ~~Flows~~Financial Statements May 31, 2023

(Expressed in U.S. dollars)

	Year		Year
	Ended		Ended
	May 31,		May 31,
	2022		2021
	$		$
Operating Activities
Net loss	(3,681,269	)	(176,650	)
Adjustments to reconcile net loss to net cash used in operating activities:
Gain on derecognition of accounts payable	(100,733	)	-
Impairment of mineral properties	2,861,952		2,668
Loss (gain) on settlement of debt	395,493		(2,261	)
Changes in operating assets and liabilities:
Other receivable	6,654		(5,367	)
Prepaid expenses	(396	)	-
Accounts payable and accrued liabilities	88,551		(6,290	)
Accounts payable - related parties	132,772		151,799
Net Cash Used in Operating Activities	(296,976	)	(36,101	)
Investing Activities
Acquisition of mineral properties	(7,334	)	(2,668	)
Net Cash Used in Investing Activities	(7,334	)	(2,668	)
Financing Activities
Proceeds from common stock issued and subscribed	301,493		44,703
Net Cash Provided by Financing Activities	301,493		44,703
Change in Cash	(2,817	)	5,934
Cash, Beginning of Year	9,111		3,177
Cash, End of Year	6,294		9,111
Non-cash Investing and Financing Activities:
Common stock issued to settle accounts payable	774,640		1,000
Common stock issued to purchase mineral property	2,850,000		-
Common stock issued for prior year subscriptions	44,703		9,736
Supplemental Disclosures:
Interest paid	-		-
Income taxes paid	-		-

1. Organization and Basis of Presentation

Wolverine Resources Corp. (formerly Wolverine Technologies Corp.) (the "Company") was incorporated in the State of Nevada on February 23, 2006. The ~~accompanying~~Company's ~~notes~~principal ~~are~~business anwas ~~integral~~the ~~part~~acquisition and exploration of ~~these~~mineral ~~financial~~resources. ~~statements~~The Company had not determined that its properties contain mineral reserves that were economically recoverable, financing had not yet become available, and commodity prices had not fully recovered.) Therefore, management decided to change the focus of the Company to include cyber security. Effective July 27, 2022, the Company changed its name from Wolverine Technologies Corp. to Wolverine Resources Corp. The Company has now refocused its efforts back to the exploration of mineral resources.

FThe outbreak of the novel coronavirus COVID-619, which was declared a pandemic by the World Health Organization on March 11, 2020, has led to adverse impacts on the U.S. and global economies, disruptions of financial markets, and created uncertainty regarding potential impacts to the Company's operations. The COVID- 19 pandemic has impacted and could further impact the Company's operations and the operations of the Company's suppliers and vendors as a result of quarantines, facility closures, and travel and logistics restrictions. The extent to which the COVID-19 pandemic impacts the Company's business, results of operations and financial condition will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to the duration, spread, severity, and impact of the COVID-19 pandemic, the effects of the COVID-19 pandemic on the Company's suppliers and vendors and the remedial actions and stimulus measures adopted by local and federal governments, and to what extent normal economic and operating conditions can resume. The management team is closely following the progression of COVID-19 and its potential impact on the Company. Even after the COVID-19 pandemic has subsided, the Company may experience adverse impacts to its business as a result of any economic recession or depression that has occurred or may occur in the future. Therefore, the Company cannot reasonably estimate the impact at this time on its business, liquidity, capital resources and financial results.

~~WOLVERINE RESOURCES CORP.~~Going Concern

~~(Formerly~~These ~~Wolverine~~financial ~~Technologies~~statements ~~Corp~~have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business.) The Company has never generated revenues and is unlikely to generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. The Company plans to raise financing through debt or equity. There can be no assurance that additional financing will be available when needed or, if available, that it can be obtained on commercially reasonable terms. At May 31, 2023, the Company has a working capital deficiency of $92,143 and has accumulated losses of $10,571,534 since inception. These factors raise substantial doubt regarding the Company's ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

~~Notes~~2. toSummary ~~the~~of ~~Financial~~Significant ~~Statements~~Accounting Policies

~~May~~(a) ~~31,~~Basis ~~2022~~of Presentation

~~(Expressed~~These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars). The Company's fiscal year-end is May 31.

~~1. Organization~~(The ~~and~~accompanying ~~Basis~~notes are an integral part of ~~Presentation~~these financial statements.)

Wolverine Resources Corp. (formerly Wolverine Technologies Corp.) (the "Company") was incorporated in the State of Nevada on February 23, 2006. The Company's principal business was the acquisition and exploration of mineral resources. The Company had not determined that its properties contain mineral reserves that were economically recoverable, financing had not yet become available, and commodity prices had not fully recovered. Therefore, management decided to change the focus of the Company to include cyber security. Effective July 27, 2022, the Company changed its name from Wolverine Technologies Corp. to Wolverine Resources Corp. The Company has now refocused its efforts back to the exploration of mineral resources.F-7

~~The~~WOLVERINE ~~outbreak~~RESOURCES ~~of the novel coronavirus COVID-19, which was declared a pandemic by the World Health Organization on March 11, 2020, has led to adverse impacts on the U~~CORP.S. ~~and~~(Formerly ~~global~~Wolverine ~~economies,~~Technologies ~~disruptions of financial markets, and created uncertainty regarding potential impacts to the Company's operations~~Corp.)Notes The COVID-19 pandemic has impacted and could further impact the Company's operations and the operations of the Company's suppliers and vendors as a result of quarantines, facility closures, and travel and logistics restrictions. The extent to ~~which~~ the ~~COVID-19~~Financial ~~pandemic~~Statements May ~~impacts the Company's business~~31, ~~results~~2023(Expressed of operations and financial condition will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to the duration, spread, severity, and impact of the COVID-19 pandemic, the effects of the COVID-19 pandemic on the Company's suppliers and vendors and the remedial actions and stimulus measures adopted by local and federal governments, and to what extent normal economic and operating conditions can resume. The management team is closely following the progression of COVID-19 and its potential impact on the Company. Even after the COVID-19 pandemic has subsided, the Company may experience adverse impacts to its business as a result of any economic recession or depression that has occurred or may occur in ~~the future~~U. ~~Therefore, the Company cannot reasonably estimate the impact at this time on its business, liquidity, capital resources and financial results~~S. dollars)

~~Going~~(b) ~~Concern~~Use of Estimates

~~These~~The preparation of financial statements ~~have~~in ~~been~~accordance ~~prepared~~with onaccounting aprinciples ~~going~~generally ~~concern~~accepted ~~basis,~~in ~~which implies~~ the ~~Company~~United ~~will~~States ~~continue~~requires management to ~~realize~~make ~~its~~estimates ~~assets~~ and ~~discharge~~assumptions ~~its~~that ~~liabilities~~affect in the ~~normal~~reported ~~course~~amounts of ~~business.~~assets ~~The Company has never generated revenues~~ and isliabilities ~~unlikely~~at ~~to generate earnings in~~ the ~~immediate~~date ~~or foreseeable future. The continuation~~ of the ~~Company~~financial asstatements aand ~~going concern is dependent upon~~ the ~~continued~~reported ~~financial~~amounts ~~support~~of ~~from~~revenue ~~its~~and ~~shareholders,~~expenses in the ~~ability~~reporting ofperiod. ~~the~~The Company toregularly ~~obtain~~evaluates ~~necessary~~estimates ~~equity~~and ~~financing~~assumptions related to ~~continue~~stock-based ~~operations~~compensation, and ~~the~~deferred ~~attainment~~income oftax ~~profitable~~asset ~~operations~~valuation allowances. The Company ~~plans~~bases toits ~~raise~~estimates ~~financing~~and ~~through~~assumptions ~~debt~~on orcurrent ~~equity.~~facts, ~~There~~historical ~~can~~experience beand novarious ~~assurance~~other factors that ~~additional~~it ~~financing~~believes ~~will~~to be ~~available~~reasonable ~~when~~under ~~needed~~the orcircumstances, ifthe ~~available,~~results ~~that~~of itwhich ~~can~~form bethe ~~obtained~~basis onfor ~~commercially~~making ~~reasonable~~judgments ~~terms.~~about Atthe ~~May~~carrying ~~31,~~values ~~2022,~~of ~~the~~assets ~~Company~~and ~~has~~liabilities aand ~~working~~the ~~capital~~accrual ~~deficiency~~ of ~~$72,168~~costs and ~~has~~expenses ~~accumulated~~that ~~losses~~are ofnot ~~$10,161,632~~readily ~~since~~apparent ~~inception.~~from ~~These~~other ~~factors~~sources. ~~raise~~The ~~substantial~~actual ~~doubt~~results ~~regarding~~experienced by the Company's ~~ability~~may todiffer ~~continue~~materially asand aadversely ~~going~~from ~~concern.~~the ~~These~~Company's ~~financial~~estimates. ~~statements~~To dothe ~~not~~extent ~~include~~there ~~any~~are ~~adjustments~~material todifferences between the ~~recoverability~~estimates and ~~classification~~the ofactual ~~recorded~~results, ~~asset~~future ~~amounts~~results ~~and classification~~ of ~~liabilities~~operations ~~that~~will ~~might~~ be ~~necessary should the Company be unable to continue as a going concern~~affected.

~~2. Summary~~(c) ofCash ~~Significant~~and ~~Accounting~~Cash ~~Policies~~Equivalents

~~a) Basis~~The Company considers all highly liquid instruments with maturity of ~~Presentation~~three months or less at the time of issuance to be cash equivalents.

~~These~~(d) ~~financial~~Mineral ~~statements~~Property ~~and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. The Company's fiscal year-end is May 31.~~Costs

FThe Company has been in the exploration stage since its inception on February 23, 2006 and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition and exploration of mining properties. Mineral property exploration costs are expensed as incurred. Mineral property acquisition costs are initially capitalized when incurred. Our company assesses the carrying costs for impairment under ASC 360, "Property, Plant, and Equipment", at each fiscal quarter end. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property, are capitalized. Such costs will be amortized using the units-7of production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.

~~WOLVERINE RESOURCES CORP.~~ (~~Formerly Wolverine Technologies Corp.~~e)~~Notes~~ toIncome ~~the Financial StatementsMay 31, 2022(Expressed in U.S. dollars)~~Taxes

~~b) Use~~The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of ~~Estimates~~temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

~~The~~Uncertain ~~preparation~~tax ofpositions ~~financial~~are ~~statements~~recognized in ~~accordance with accounting principles generally accepted in~~ the ~~United~~financial ~~States~~statements ~~requires~~only ~~management~~if tothat ~~make~~position ~~estimates~~is ~~and~~more ~~assumptions~~likely ~~that~~than ~~affect~~not ~~the reported amounts~~ of ~~assets~~being ~~and~~sustained ~~liabilities~~upon atexamination ~~the~~by ~~date~~taxing ofauthorities, ~~the~~based ~~financial~~on ~~statements and~~ the ~~reported~~technical ~~amounts~~merits of ~~revenue and expenses in~~ the ~~reporting period~~position. The Company ~~regularly~~recognizes ~~evaluates~~interest ~~estimates~~ and ~~assumptions~~penalties related to ~~stock-based~~uncertain ~~compensation,~~tax ~~and~~positions ~~deferred~~in the income tax ~~asset valuation allowances~~provision. ~~The~~There ~~Company~~are ~~bases~~currently ~~its~~no ~~estimates~~unrecognized ~~and~~tax ~~assumptions~~benefits ~~on current facts, historical experience and various other factors~~ that itif ~~believes~~recognized towould beaffect ~~reasonable under~~ the ~~circumstances,~~tax ~~the~~rate. ~~results~~There ofwas ~~which~~$0 ~~form the basis for making judgments about the carrying values~~ of ~~assets~~interest and ~~liabilities~~penalties ~~and~~recognized ~~the~~for ~~accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by~~ the ~~Company~~years ~~may~~ended ~~differ~~May ~~materially~~31, ~~and~~2023 ~~adversely from the Company's estimates. To the extent there are material differences between the estimates~~ and ~~the actual results, future results of operations will be affected~~2022.

c(f) ~~Cash~~ ~~and~~Foreign ~~Cash~~Currency ~~Equivalents~~Translation

The Company's ~~considers~~functional ~~all~~and ~~highly~~reporting ~~liquid~~currency ~~instruments~~is ~~with~~the ~~maturity~~United ofStates ~~three~~dollar. ~~months~~Occasional ortransactions ~~less~~may occur in Canadian dollars and management has adopted ASC 830, "Foreign Currency Translation Matters". Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the ~~time~~balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of ~~issuance~~exchange in effect at the date of the transaction. Average monthly rates are used to betranslate ~~cash~~revenues ~~equivalents~~and expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.

~~d) Mineral~~(The ~~Property~~accompanying ~~Costs~~notes are an integral part of these financial statements.)

The Company has been in the exploration stage since its inception on February 23, 2006 and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition and exploration of mining properties. Mineral property exploration costs are expensed as incurred. Mineral property acquisition costs are initially capitalized when incurred. Our company assesses the carrying costs for impairment under ASC 360, "Property, Plant, and Equipment", at each fiscal quarter end. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property, are capitalized. Such costs will be amortized using the unitsF-~~of production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.~~8

eWOLVERINE RESOURCES CORP. (Formerly Wolverine Technologies Corp.) ~~Income~~Notes ~~Taxes~~to the Financial Statements May 31, 2023(Expressed in U.S. dollars)

~~The~~(g) ~~asset~~Earnings ~~and~~(Loss) ~~liability~~Per method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.Share

~~Uncertain~~The ~~tax~~Company ~~positions~~computes ~~are~~earnings ~~recognized~~(loss) inper ~~the~~share ~~financial~~in ~~statements~~accordance ~~only~~with ifASC ~~that~~260, ~~position~~"Earnings isper ~~more~~Share". ~~likely~~ASC ~~than~~260 ~~not~~requires presentation of ~~being~~both ~~sustained~~basic ~~upon~~and ~~examination~~diluted byearnings ~~taxing~~per ~~authorities,~~share ~~based~~("EPS") on the ~~technical~~face ~~merits~~ of the ~~position~~income statement. ~~The~~Basic ~~Company~~EPS ~~recognizes~~is ~~interest~~computed ~~and~~by ~~penalties~~dividing ~~related~~earnings (loss) available to ~~uncertain~~common ~~tax~~shareholders ~~positions~~(numerator) inby the ~~income~~weighted ~~tax~~average ~~provision~~number of shares outstanding (denominator) during the period. ~~There~~Diluted ~~are~~EPS ~~currently~~gives noeffect ~~unrecognized~~to ~~tax~~all ~~benefits~~dilutive ~~that~~potential ifcommon ~~recognized~~shares ~~would~~outstanding ~~affect~~during the ~~tax~~period ~~rate~~using the treasury stock method. ~~There~~In ~~was~~computing $0diluted ofEPS, ~~interest~~the ~~and~~average ~~penalties~~stock ~~recognized~~price for the ~~years~~period ~~ended~~is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. At May 31, ~~2022~~2023 and ~~2021~~2022, the Company had no dilutive shares outstanding.

f(h) ~~Foreign~~ ~~Currency~~Flow-through ~~Translation~~shares

The Company's ~~functional~~may ~~and~~issue ~~reporting~~flow-through ~~currency~~common isshares ~~the~~to ~~United~~finance ~~States~~a ~~dollar.~~significant ~~Occasional~~portion ~~transactions~~of ~~may~~its ~~occur~~exploration inprogram. ~~Canadian~~Pursuant ~~dollars~~to ~~and~~the ~~management~~terms ~~has~~of ~~adopted~~the ~~ASC~~flow-through ~~830~~share agreements, ~~"Foreign~~these ~~Currency~~shares ~~Translation~~transfer ~~Matters".~~the ~~Monetary~~tax ~~assets~~deductibility ~~and~~of ~~liabilities~~qualifying ~~denominated~~resource inexpenditures ~~foreign~~to ~~currencies~~investors. ~~are~~Under ~~translated~~ASC ~~using~~740, "Income Taxes", the ~~exchange~~proceeds ~~rate~~from ~~prevailing~~issuance atshould ~~the~~be ~~balance~~allocated ~~sheet~~between ~~date.~~the ~~Non-monetary~~offering ~~assets~~of shares and ~~liabilities~~the ~~denominated~~sale inof ~~foreign~~tax ~~currencies~~benefits. ~~are~~The ~~translated~~allocation atis ~~rates~~made ofbased ~~exchange~~on inthe ~~effect~~difference atbetween the ~~date~~quoted price of the ~~transaction.~~existing ~~Average~~shares ~~monthly~~and ~~rates~~the ~~are~~amount ~~used~~the toinvestor ~~translate~~pays ~~revenues~~for ~~and~~the ~~expenses~~shares. ~~Gains~~A ~~and~~liability ~~losses~~is ~~arising~~recognized onfor ~~translation~~this ordifference. ~~settlement~~Upon ofresource ~~foreign~~expenditures ~~currency~~being ~~denominated~~incurred ~~transactions~~and orrenounced, ~~balances~~the ~~are~~Company ~~included~~derecognizes inthe liability and the ~~determination~~premium ofis recognized as other income.

FProceeds received from the issuance of flow-8through common shares are restricted to be used only for Canadian resource property exploration expenditures within a two-year period. The Company may also be subject to Part XII.6 tax under the Canadian Income Tax Act on flow-through proceeds renounced under a Look-back Rule, in accordance with Government of Canada flow-through regulations. When applicable, this tax is accrued as a financial expense until paid.

~~WOLVERINE RESOURCES CORP.~~ (~~Formerly Wolverine Technologies Corp.~~i)~~Notes~~ ~~to the~~ Financial ~~StatementsMay~~Instruments ~~31,~~and ~~2022(Expressed~~Fair inValue ~~U.S. dollars)~~Measures

~~g) Stock-~~ASC 820, "Fair Value Measurements and Disclosures", requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based ~~Compensation~~on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

~~The~~Level Company records stock-based compensation in accordance with ASC 718, "Compensation - Stock Compensation" and ASC 505, "Equity Based Payments to Non-Employees", using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the grant date fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.1

~~h) Earnings~~Level ~~(Loss)~~1 ~~Per~~applies ~~Share~~to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

~~The~~Level Company computes earnings (loss) per share in accordance with ASC 260, "Earnings per Share". ASC 260 requires presentation of both basic and diluted earnings per share ("EPS") on the face of the income statement. Basic EPS is computed by dividing earnings (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. At May 31, 2022 and 2021, the Company had no dilutive shares outstanding.2

iLevel 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets) ~~Financial~~; ~~Instruments~~or ~~and~~model- ~~Fair~~derived ~~Value~~valuations ~~Measures~~in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

~~ASC~~Level 820, "Fair Value Measurements and Disclosures", requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Company's financial instruments consist principally of cash, other receivables, accounts payable and amounts due to related parties. Pursuant to ASC 820, the fair value of cash is determined based on "Level 1" inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

~~Level~~(The 1accompanying ~~applies~~notes ~~to assets or liabilities for which there~~ are ~~quoted~~an ~~prices~~integral inpart ~~active~~of ~~markets~~these ~~for~~financial ~~identical assets or liabilities~~statements.)

~~Level 2~~F-9

~~Level~~WOLVERINE 2RESOURCES ~~applies~~CORP. to(Formerly ~~assets~~Wolverine orTechnologies ~~liabilities~~Corp.)Notes ~~for~~to ~~which there are inputs other than quoted prices that are observable for~~ the ~~asset~~Financial orStatements May ~~liability~~31, ~~such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions~~ 2023(~~less~~Expressed ~~active markets); or model- derived valuations~~ in ~~which significant inputs are observable or can be derived principally from, or corroborated by, observable market data~~U.S. dollars)

~~Level~~(j) Stock-based 3Compensation

~~Level~~The 3company ~~applies~~records tostock-based ~~assets~~compensation orin ~~liabilities~~accordance ~~for~~with ~~which~~ASC ~~there~~718, ~~are~~“Compensation-Stock ~~unobservable~~Compensation” ~~inputs~~and toASC ~~the~~505, ~~valuation~~“Equity ~~methodology~~Based ~~that~~Payments ~~are significant~~ to ~~the~~Non-Employees”, ~~measurement~~using of the fair value ~~of the assets or liabilities~~method. ~~The~~All ~~Company's~~transactions ~~financial~~in ~~instruments~~which ~~consist~~goods ~~principally~~or ofservices ~~cash,~~are ~~other~~the ~~receivables,~~consideration ~~accounts~~received ~~payable~~for ~~and~~the ~~amounts~~issuance ~~due~~of toequity ~~related~~instruments ~~parties.~~are ~~Pursuant~~accounted tofor ~~ASC~~based ~~820,~~on the grant date fair value of ~~cash~~the isconsideration ~~determined based on "Level 1" inputs~~received, ~~which~~or ~~consist~~the ~~of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current~~ fair ~~values~~value ~~because~~ of ~~their~~the ~~nature~~equity ~~and~~instrument ~~respective~~issued, ~~maturity~~whichever ~~dates~~is ormore ~~durations~~reliably measurable.

~~j) Comprehensive~~3. ~~Income~~Recent Accounting Pronouncements

~~ASC~~The ~~220,~~Company ~~"Comprehensive~~has ~~Income",~~implemented ~~establishes~~all ~~standards~~new ~~for~~accounting ~~the~~pronouncements ~~reporting~~that ~~and~~are ~~display~~in ofeffect ~~comprehensive loss~~ and ~~its~~that ~~components~~may inimpact ~~the~~its financial statements. Asand atdoes ~~May~~not ~~31,~~believe ~~2022~~that ~~and~~there ~~2021,~~are ~~the~~any ~~Company~~other ~~has~~new noaccounting ~~items~~pronouncements that ~~represent~~have abeen ~~comprehensive~~issued ~~loss~~that ~~and,~~might ~~therefore,~~have ~~has~~a ~~not~~material ~~included~~impact aon ~~schedule~~its offinancial ~~comprehensive~~position ~~loss~~or inresults ~~the~~of ~~financial statements~~operations.

~~F-9~~4. Related Party Transactions

~~WOLVERINE~~(a) During ~~RESOURCES~~the ~~CORP.~~year ~~(Formerly~~ended ~~Wolverine~~May ~~Technologies~~31, ~~Corp.~~2023, the Company incurred consulting fees of $14,975 (2022 - $15,832)~~Notes~~ to a company controlled by the Chief Financial ~~StatementsMay~~Officer 31("CFO") of the Company. On January 23, ~~2022~~2023, the Company issued 1,000,000 shares of common stock to settle $18,680 (~~Expressed~~Cdn$ 25,000) of amounts payable to the company controlled by the CFO, resulting in Ua loss on settlement of $14,320 (see note 6(f)).S. As ~~dollars~~at May 31, 2023, the Company owes $1,457 (2022 - $9,521) to a company controlled by the CFO, which is non-interest bearing, unsecured and due on demand.

k(b) ~~Derecognition~~During the year ended May 31, 2023, the Company incurred consulting fees of ~~Financial~~$26,376 ~~Liabilities~~(2022 - $31,301) to a director of the Company.

~~The~~(c) During the year ended May 31, 2023, the Company ~~derecognizes~~recorded ~~financial~~consulting ~~liabilities~~fees ~~only~~of ~~when~~$89,759 ~~its~~(Cdn$120,000) ~~obligations~~(2022 ~~under~~- $110,440 (Cdn$140,000)) to a company controlled by the ~~financial~~Chief ~~liabilities~~Executive ~~are~~Officer ~~discharged,~~("CEO") ~~cancelled~~and ordirector ~~expired~~of the Company. On ~~Generally~~January 23, 2023, $38,888 of accounts payable owing to the ~~difference~~entity ~~between~~controlled by the ~~carrying~~CEO ~~amount~~was assigned to various third-party assignees. The assignees are business associates of the ~~financial~~CEO ~~liability~~and ~~derecognized~~are ~~and~~not related parties. The Company issued 2,050,000 shares of common stock to settle the ~~consideration~~$38,888, ~~paid~~resulting ~~and~~in ~~payable~~a loss on settlement of $28,762 ~~including~~(see ~~any~~note 6(f)). As at May 31, 2023, the Company owes $10,851 (2022 - $10,263) to this company, which is non-~~cash~~interest ~~assets~~bearing, ~~transferred~~unsecured orand ~~liabilities~~due ~~assumed~~on demand (see Note 8(a)). As at May 31, is2023, ~~recognized~~the inCompany also owes $5,352 (2022 - $2,706) to the ~~statements~~CEO offor ~~loss~~expense reimbursement, which is non-interest bearing, unsecured and ~~comprehensive~~due ~~loss~~on demand.

3.(d) ~~Recent~~On ~~Accounting~~February ~~Pronouncements~~28, 2022, the Company acquired a 40% interest in the Frog Property located in Labrador, Canada from Rich Resources Inc. (formerly 86835 Newfoundland & Labrador Corp.), a private company controlled by the CEO and by a director of the Company. Refer to note 5(b).

~~The~~5. ~~Company~~Mineral has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.Properties

4.(a) ~~Related~~In ~~Party~~November ~~Transactions~~2020 and April 2021, the Company staked mineral claims located in Labrador, Canada for $2,668 (Cdn$3,448). During the year ended May 31, 2021, the Company extended the mineral claim licenses for $7,334 (Cdn$9,400). During the year ended May 31, 2022, the Company wrote off the mineral property acquisition costs of $7,334 due to the uncertainty of establishing proven and probable reserves. During the year ended May 31, 2023, the Company incurred mineral property exploration costs of $30,109 (2022 - $40,436).

(~~a) During~~The ~~the~~accompanying ~~year~~notes ~~ended~~are ~~May~~an ~~31,~~integral ~~2022,~~part ~~the Company incurred consulting fees~~ of ~~$15,832~~these ~~(2021~~financial ~~- $31,536) to a company controlled by the Chief Financial Officer ("CFO") of the Company~~statements. ~~As at May 31, 2022, the Company owes $9,521 (2021 - $57,292~~) ~~to a company controlled by the CFO, which is non-interest bearing, unsecured and due on demand.~~

~~(b) As at May 31, 2022, the Company owes $31,743 (2021~~ F- ~~$33,227) to a former Director of the Company, which is non-interest bearing, unsecured and due on demand. This amount has been included in accounts payable as at May 31, 2022.~~10

~~(c) During~~WOLVERINE ~~the~~RESOURCES ~~year~~CORP. ~~ended~~(Formerly ~~May~~Wolverine ~~31,~~Technologies ~~2022,~~Corp.)Notes to the ~~Company~~Financial ~~incurred~~Statements May ~~consulting fees of $~~31,~~301~~ 2023(~~2021~~Expressed -in ~~$2,072) to a Director of the Company~~U.S. dollars)

(db) ~~During~~On ~~the~~February ~~year ended May 31~~28, 2022, the Company ~~recorded~~entered ~~consulting~~into ~~fees~~a ofProperty ~~$110,440~~Purchase ~~(Cdn$140,000)~~Agreement ~~(2021~~with -Rich ~~$94,517~~Resources Inc. (~~Cdn$120,000))~~formerly to86835 aNewfoundland ~~company~~& ~~controlled~~Labrador byCorp.) ~~the Chief Executive Officer~~ ("~~CEO~~Rich") ~~and Director of the Company. As at May 31~~, ~~2022,~~a ~~the~~non-arm's ~~Company~~length ~~owes $10~~party,~~263~~ ~~(2021 - $114,988)~~ to ~~this~~acquire ~~company,~~a ~~which~~40% ~~is non-~~interest ~~bearing,~~in ~~unsecured~~the ~~and~~Frog ~~due~~Property onlocated ~~demand~~in ~~(see~~Labrador, ~~Note 8(a))~~Canada. AsOn atFebruary ~~May 31~~28, 2022, the Company ~~also~~agreed ~~owes~~to ~~$2,705~~issue ~~(2021 - $3~~28,~~491)~~500,000 toshares ~~the~~of ~~CEO~~common ~~for~~stock ~~expense~~at ~~reimbursement,~~a ~~which~~fair isvalue ~~non-interest~~of ~~bearing~~$2,850,000 ~~unsecured~~to ~~and~~complete ~~due~~the ~~on demand~~acquisition.

~~(e)~~ On ~~February~~August 289, 2022, the Company ~~acquired~~amended athe ~~40%~~Property ~~interest~~Purchase inAgreement with Rich. Under the ~~Frog~~terms ~~Property~~of ~~located~~the inAmended ~~Labrador~~Property Purchase Agreement, ~~Canada~~the ~~from~~number ~~86835~~of ~~Newfoundland~~shares &issued ~~Labrador~~pursuant ~~Corp.,~~to athe ~~private~~acquisition ~~company~~was ~~controlled~~reduced byfrom ~~the~~28,500,000 ~~CEO~~shares ~~and~~of bycommon astock ~~Director~~to 27,500,000 shares of common stock and the ~~Company.~~number ~~Refer~~of toclaims ~~note~~was ~~5(b).~~reduced Infrom ~~connection~~315 ~~with~~claims ~~this~~to ~~transaction,~~262 ~~the~~claims. ~~CEO~~As of the ~~Company~~filing ~~received~~date 12of these financial statements,~~500~~ 1,000,000 shares of common stock have been returned and acancelled ~~Director~~pursuant ofto the ~~Company~~Amended ~~received~~Property ~~12,500,000~~Purchase ~~shares~~Agreement. ofRefer ~~common~~to ~~stock~~note 6(b) and 6(c).

5During the year ended May 31, 2022, the Company wrote off mineral property acquisition costs of $2,850,000 due to uncertainty of establishing proven and probable reserves. ~~Mineral Properties~~

~~(a) In November 2020 and April 2021, the Company staked mineral claims located in Labrador, Canada for $2,668 (Cdn$3,448)~~6. ~~During~~Common the year ended May 31, 2022, the Company extended and renewed the mineral claim licenses for $11,952 (Cdn$15,400). During the year ended May 31, 2022, the Company wrote off the mineral property acquisition costs of $11,952 (2021 - $2,668) due to the uncertainty of establishing proven and probable reserves.Stock

(b) On February 28, 2022, the Company entered into a Property Purchase Agreement with 86835 Newfoundland & Labrador Corp. ("86835"), a non-arm's length party, to acquire a 40% interest in the Frog Property located in Labrador, Canada. On February 28, 2022, the Company agreed to issue 28,500,000 shares of common stock at a fair value of $2,850,000 to complete the acquisition. During the year ended May 31, 2022, the Company wrote off the mineral property acquisition cost of $2,850,000 due to the uncertainty of establishing proven and probable reserves.Authorized

~~F-10~~250,000,000 shares of common stock, $0.001 par value

~~WOLVERINE~~Issued ~~RESOURCES~~and ~~CORP. (Formerly Wolverine Technologies Corp.)Notes to the Financial StatementsMay 31, 2022(Expressed in U.S. dollars)~~outstanding

691,024,373 shares of common stock as at May 31, 2023 (2022- 77,464,373). ~~Common~~ ~~Stock~~On July 27, 2022, the Company completed a 20:1 reverse stock split and the common stock amounts have been retrospectively restated to show the effect of the reverse split.

Stock transactions during the year ended May 31, ~~2022~~2023:

(a) On ~~July~~August 2617, ~~2021~~2022, the Company ~~issued~~returned 1and cancelled 500,~~850,~~000 shares of common stock atfor ano ~~price~~consideration, ofpursuant ~~Cdn$0.05~~to ~~per~~an ~~share~~amendment ~~pursuant~~in to a ~~private~~Property ~~placement~~Purchase ~~for~~Agreement. ~~cash~~The ~~proceeds~~par value of ~~$75,295~~the ~~(Cdn$92,~~500),000 shares of ~~which~~common ~~$40,953~~stock ~~(Cdn$50,000)~~ was ~~received~~reclassified ~~during~~to ~~the~~additional ~~year~~paid-in ~~ended~~capital. ~~May~~Refer ~~31,~~to ~~2021~~note 5(b).

(b) On ~~July~~November 2630, ~~2021~~2022, the Company ~~issued~~returned ~~150~~and cancelled 500,000 shares of common stock atfor ano ~~price~~consideration, ofpursuant ~~$0.0375~~to ~~per~~an ~~share~~amendment ~~pursuant~~in to a ~~private~~Property ~~placement~~Purchase ~~for~~Agreement. ~~cash~~The ~~proceeds~~par value of $5the 500,~~625,~~000 shares of ~~which~~common ~~$3,750~~stock was ~~received~~reclassified ~~during~~to ~~the~~additional ~~year~~paid-in ~~ended~~capital. ~~May~~Refer ~~31,~~to ~~2021~~note 5(b).

(c) On ~~November~~January 3027, ~~2021~~2023, the Company issued 1,~~500~~250,000 shares of common stock at a price of Cdn$0.05 per share pursuant to a private placement for cash proceeds of $5949,~~110~~361 (Cdn$7562,~~000~~500), which was received during the year ended May 31, 2022.

(d) On ~~November~~January 3027, ~~2021~~2023, the Company issued ~~500~~7,200,000 shares of common stock at a price of Cdn$0.~~00375~~025 per share pursuant to a private placement for cash proceeds of $18133,~~750~~410 (Cdn$180,000).

(e) On ~~February~~January 2827, ~~2022~~2023, the Company issued 28420,~~500,~~000 shares of common stock ~~with~~at a ~~fair~~price ~~value~~ of $~~2,850,000~~0.02 per share pursuant to ~~acquire~~a ~~the~~private ~~Frog~~placement ~~Property.~~for ~~Refer~~cash toproceeds ~~Note~~of ~~5(b)~~$8,400.

(f) On ~~March~~January 1027, ~~2022~~2023, ~~The~~the Company issued 35,~~500~~690,000 shares of common stock ~~pursuant~~with to a ~~private~~fair ~~placement~~value ~~for~~of ~~cash~~$187,770 ~~proceeds~~to settle accounts payable of $~~138~~107,~~055~~377 (Cdn$~~175~~142,~~000~~984), resulting in a loss on settlement of $80,888. This settlement relates to both accounts payable and related parties payable (see notes 4(a) and 4(c)).

(g) OnDuring ~~March~~the 10year ended May 31, ~~2022~~2023, the Company ~~issued~~received 9proceeds of $2,~~683~~000 for 100,000 shares of common stock ~~with~~at ~~a fair value of~~ $~~774,640~~0.02 toper ~~settle~~share ~~accounts~~and ~~payable~~proceeds of $~~379~~58,~~147~~346 (Cdn$~~459~~78,~~150~~750), ~~resulting~~for in3,150,000 ashares ~~loss~~of oncommon ~~settlement~~stock ofat Cdn$~~395,493~~0.025 per share to be issued subsequent to year end.

(~~h) On~~The ~~July~~accompanying ~~27,~~notes ~~2022,~~are ~~the~~an ~~Company~~integral ~~completed~~part ~~a 20:1 reverse stock split and the common stock amounts have been retrospectively restated to show the effect~~ of ~~the~~these ~~reverse~~financial ~~split~~statements.)

~~Stock transactions during the year ended May 31, 2021:~~F-11

~~(a) On~~WOLVERINE ~~September~~RESOURCES ~~25,~~CORP. ~~2020,~~(Formerly ~~the~~Wolverine ~~Company~~Technologies ~~issued~~Corp.)Notes ~~225,000 shares of common stock pursuant~~ to ~~a private placement for cash proceeds of $9,736 (Cdn$13,500) received during~~ the ~~year~~Financial ~~ended~~ Statements May 31, ~~2020~~2023(Expressed in U.S. dollars)

~~(b) On~~Stock ~~September~~transactions ~~25, 2020, the Company issued 25,000 shares of common stock with a fair value of $1,000 to settle $1,085 (Cdn$1,500) in debt, resulting in a gain on settlement of $85 recognized~~ during the year ended May 31, ~~2020.~~2022:

(ca) ~~During~~On ~~the~~July ~~year ended May 31~~26, 2021, the Company ~~received~~issued ~~cash proceeds of $40,953 (Cdn$50,000) for~~ 1,~~000~~850,000 shares of common stock toat bea ~~issued~~price ~~subsequent~~of toCdn$0.05 ~~year~~per ~~end.~~share ~~The~~pursuant ~~common~~to ~~stock~~a ~~was~~private ~~issued~~placement onfor ~~July~~cash ~~26,~~proceeds ~~2021~~of $75,295 (~~Note~~Cdn$92,500), 6of which $40,953 (aCdn$50,000)) was received during the year ended May 31, 2021.

(db) ~~During~~On ~~the~~July ~~year ended May 31~~26, 2021, the Company ~~received~~issued ~~cash~~150,000 ~~proceeds~~shares of ~~$3,750~~common ~~for~~stock ~~100,000~~at ~~shares~~a price of ~~common~~$0.0375 ~~stock~~per share pursuant to bea ~~issued~~private ~~subsequent~~placement tofor ~~year~~cash ~~end.~~proceeds ~~The~~of ~~common~~$5,625, ~~stock~~of which $3,750 was ~~issued~~received onduring ~~July~~the ~~26,~~year ~~2021~~ended ~~(Note~~May ~~6(b)~~31, 2021.

At(c) On ~~May~~November 3130, ~~2022 and~~ 2021, the Company ~~had~~issued no1,500,000 ~~dilutive~~ shares, orof common stock ~~equivalents~~at a price of Cdn$0.05 per share pursuant to a private placement for cash proceeds of $59,110 (Cdn$75,000).

7.(d) ~~Stock-based~~On ~~Compensation~~November 30, 2021, the Company issued 500,000 shares of common stock at a price of $0.00375 per share pursuant to a private placement for cash proceeds of $18,750.

(e) On ~~May~~February 28, ~~2010~~2022, the ~~Board of Directors of the~~ Company ~~adopted~~issued ~~the~~28,500,000 ~~2010 Stock Plan (the "Plan"). The maximum number of~~ shares of ~~the Company's~~ common stock ~~available~~with ~~for~~a ~~issuance~~fair ~~under~~value ~~the Plan is 514,725 shares. An aggregate~~ of ~~257~~ $2,~~363 shares may be issued under stock options and an aggregate of 257~~850,~~363~~000 ~~shares~~to ~~may~~acquire ~~be issued in~~ the ~~form~~Frog ~~of restricted shares~~Property. AsRefer atto ~~May~~Note ~~31, 2022, there were none issued~~5(b). ~~At May 31, 2022 and 2021, the Company had no outstanding or exercisable stock options.~~

~~F-11~~(f) On March 10, 2022, The Company issued 3,500,000 shares of common stock pursuant to a private placement for cash proceeds of $138,055 (Cdn$175,000).

~~WOLVERINE~~(g) On ~~RESOURCES~~March ~~CORP.~~10, ~~(Formerly~~2022, ~~Wolverine~~the ~~Technologies~~Company ~~Corp.)Notes~~issued 9,683,000 shares of common stock with a fair value of $774,640 to ~~the~~settle ~~Financial~~accounts ~~StatementsMay~~payable 31of $379,147 ~~2022~~(~~Expressed~~Cdn$459,150), resulting in ~~U.S.~~a ~~dollars)~~loss on settlement of $395,493.

8.(h) ~~Commitments~~On July 27, 2022, the Company completed a 20:1 reverse stock split and the common stock amounts have been retrospectively restated to show the effect of the reverse split.

~~(a) On~~At ~~January~~May 31, ~~2007,~~2023 ~~the Company entered into a consulting agreement with a company controlled by a consultant of the Company, whereby it has agreed to pay $7,702 (Cdn$10,000) per month to manage the financing~~ and ~~exploration projects of the Company. The consultant has been appointed as CEO and director effective January 24~~2022, ~~2022. The Company is obligated to issue a bonus of 5% of~~ the Company's ~~issued~~had ~~and~~no ~~outstanding~~dilutive ~~common~~ shares ~~as of the date of the payment of the bonus upon and only in the event of the discovery of a major commercially viable mineral resource deposit. As at May 31~~, ~~2022,~~or ~~the~~common ~~Company~~stock ~~has not issued a bonus~~equivalents. ~~During the year ended May 31, 2022, the Company recorded consulting fees of $110,440 (Cdn$140,000) (2021 -$94,517 (Cdn$120,000)). See note 4(d).~~

(b) On April 19, 2016, the Company signed a Share Purchase Agreement with a former Director of the Company, whereby the Company will issue, in a private placement, 20,000,000 shares of common stock of the Company in consideration for one-third of the net proceeds that the former Director will receive from the sale of the former Director's 15% interest in Decision-Zone Inc7. AsIncome ~~of the date of this filing, the agreement has not yet closed.~~Taxes

9The Company has net operating losses carried forward of $5,707,300 available to offset taxable income in future years which expires beginning in fiscal 2027. ~~Derecognition~~ Under section 382 of ~~Accounts~~the ~~Payable~~Internal Revenue Code such a change in control negates much of the tax loss carry forward and deferred income tax. The Company is subject to examination by the IRS for tax years 2014 to 2021. The Company is also subject to income tax in Canada.

~~During~~The ~~the year ended May 31, 2022, the~~ Company ~~derecognized~~was asubject ~~total of $100,733 of accounts payable which were determined~~ to beUnited ~~statute~~States ~~barred~~federal ~~due~~and tostate ~~the~~income ~~running~~taxes ofat ~~the~~an ~~applicable~~approximate ~~statutes~~rate of ~~limitations.~~21% ~~Since~~for the ~~obligations~~years ~~were~~ended ~~unenforceable,~~May ~~the accounts payable was considered extinguished in accordance with ASC 825~~31, ~~Financial~~2023 ~~Instruments,~~and ~~resulting in a gain on derecognition of accounts payable of $100,733~~2022.

~~10. Income~~The ~~Taxes~~reconciliation of the provision for income taxes at the United States federal statutory rate compared to the Company's income tax expense as reported is as follows:

The Company has net operating losses carried forward of $5,327,500 available to offset taxable income in future years which expires beginning in fiscal 2027. Under section 382 of the Internal Revenue Code such a change in control negates much of the tax loss carry forward and deferred income tax. The Company is subject to examination by the IRS for tax years 2014 to 2021. The Company is also subject to income tax in Canada.

	2023 $		2022 $
Income tax recovery at statutory rate	(86,079	)	(773,066	)
Temporary differences	6,323		609,502
Valuation allowance change	79,756		163,564
Provision for income taxes	-		-

(The ~~Company~~accompanying ~~was~~notes ~~subject~~are ~~to United States federal and state income taxes at~~ an ~~approximate~~integral ~~rate~~part of ~~21%~~these ~~for~~financial ~~the years ended May 31, 2022 and 2021~~statements.)

~~The reconciliation of the provision for income taxes at the United States federal statutory rate compared to the Company's income tax expense as reported is as follows:~~F-12

	2022$		2021$
Income tax recovery at statutory rate	(773,066	)	(37,096	)
Temporary differences	609,502		560
Valuation allowance change	163,564		36,536
Provision for income taxes	-		-

WOLVERINE RESOURCES CORP.
(Formerly Wolverine Technologies Corp.)
Notes to the Financial Statements May 31, 2023
(Expressed in U.S. dollars)

The significant components of deferred income tax assets and liabilities at May 31, ~~2022~~2023 and ~~2021~~2022, are as follows:

	2022$		2021$
	2023$		2022$
Mineral property costs	~~910~~916,~~033~~355		~~300~~910,~~531~~033
Net operating losses carried forward	1,~~118~~198,~~776~~533		~~955~~1,~~211~~118,776
Gross deferred income tax assets	2,~~028~~114,~~809~~888		12,~~255~~028,~~742~~809
Valuation allowance	(2,~~028~~114,~~809~~888	)	(12,~~255~~028,~~742~~809	)
Net deferred income tax asset	-		-

~~F-12~~8. Subsequent Events

~~WOLVERINE~~(a) On ~~RESOURCES~~July ~~CORP~~19, 2023, the Company entered into a Second Amendment of the Purchase Agreement with Rich Resources Inc. (~~Formerly~~"Rich") ~~Wolverine~~formerly ~~Technologies~~86835 Newfoundland & Labrador Corp.~~)Notes~~ relating to the ~~Financial~~acquisition ~~StatementsMay~~of ~~31,~~a ~~2022(Expressed~~40% interest in Uthe Frog Property located in Labrador, Canada.S Under the terms of the Second Amendment of the Purchase Agreement, 24,000,000 common shares of the Company were issued to Rich and 12,000,000 common shares held by two related parties were cancelled. ~~dollars~~Refer to notes 4(e) and 5(b).

11(b) On September 6, 2023, the Company issued 100,000 shares of common stock at a price of $0.02 per share to settle subscription payable of $2,000 and 3,150,000 shares of common stock at a price of Cdn$0.025 per share to settle subscription payable of $58,346 ~~Subsequent~~(Cdn$78,750) ~~Events~~as of May 31, 2023.

(c) On ~~July~~September 276, ~~2022~~2023, the Company ~~completed~~issued a500,000 ~~reverse~~shares ~~split~~ of ~~its~~ common ~~shares~~stock onat a ~~1:20~~price ~~basis~~of ~~and~~$0.02 per ashare ~~name~~for ~~change~~cash toproceeds ~~Wolverine~~of ~~Resources~~$10,000 ~~Corp.~~and ~~All~~6,060,000 ~~reference to~~ shares of common stock ~~and~~at ~~per~~a ~~share~~price ~~amounts~~of ~~have~~Cdn$0.025 ~~been~~per ~~retrospectively~~share ~~restated~~for tocash ~~effect~~proceeds ~~the reverse stock split as if the transaction had taken place as~~ of ~~the~~$111,768 ~~beginning~~(Cdn$151,500) ofpursuant ~~the~~to ~~earliest~~a ~~period~~private ~~presented~~placement.

(d) On ~~August~~September 16, ~~2022~~2023, the ~~board~~Company ofissued ~~directors~~140,000 shares of ~~the~~common ~~Company~~stock ~~approved~~with ana ~~amendment~~fair tovalue ~~the Company's Articles~~ of ~~Incorporation~~$3,180 to ~~increase~~settle ~~its~~accounts ~~authorized~~payable ~~common~~of ~~stock~~$2,637 ~~from 100~~(Cdn$3,~~000~~500),~~000~~ ~~shares,~~resulting ~~par~~in ~~value~~a ~~$0.001~~loss ~~per~~on ~~share,~~settlement toof ~~250,000,000 shares, par value~~ $0543.~~001 per share.~~

(e) On ~~August~~September 921, ~~2022~~2023, the Company ~~amended~~received ~~its~~proceeds ~~Property Purchase Agreement with 86835 Newfoundland & Labrador Corp. ("86835") (see Note 5(b)). Under the terms~~ of ~~the amended Property Purchase Agreement~~$7,423 ~~the number of shares issued pursuant to the acquisition was reduced from 28~~(Cdn$10,~~500,~~000) ~~common~~for ~~shares to 27~~400,~~500,~~000 ~~common~~ shares ~~and the number~~ of ~~claims~~common ~~was~~stock ~~reduced~~at ~~from 315 claims to 262 claims~~Cdn$0.025 Asper ~~of the filing date, 500,000 common shares have been cancelled pursuant to the amended Property Purchase Agreement~~share.

~~On September 12, 2022, the Company received $7,710~~ (~~Cdn$10,000)~~The ~~for~~accompanying ~~the~~notes ~~subscription~~are ofan ~~400,000~~integral ~~flow-through~~part ~~shares at a price~~ of ~~Cdn$0.025 per share. As of the date of~~ these financial statements~~, the shares had yet to be issued~~.)

F-13

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

There were no disagreements related to accounting principles or practices, financial statement disclosure, internal controls or auditing scope or procedure during the two fiscal years and interim periods.

Item 9A (T). Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as defined in Rule 13a-15€ promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of May 31, ~~2022~~2023. Based on the evaluation of these disclosure controls and procedures, and in light of the weaknesses identified below, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective.

Management's Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining effective internal control over financial reporting. Under the supervision of our Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of our internal control over financial reporting as of May 31, ~~2022~~2023, using the criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of May 31, ~~2022~~2023, the Company determined that there were significant deficiencies that constituted material weaknesses, as described below.

(1) lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures;

(2) inadequate segregation of duties consistent with control objectives;

(3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and

(4) ineffective controls over period end financial disclosure and reporting processes.

Management is currently evaluating remediation plans for the above control deficiencies.

In light of the existence of these control deficiencies, management concluded that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the Company's internal controls.

As a result, management has concluded that the Company's internal control over financial reporting as of May 31, ~~2022~~2023, based on criteria established in Internal Control-Integrated Framework (2013) issued by COSO was not effective.

This Annual Report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management's report in this annual report.

Changes in Internal Control

During the year ended May 31, ~~2022~~2023, there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent limitations on effectiveness of controls

Internal control over financial reporting has inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal control over financial reporting is a process which involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Item 9B. Other Information

None

PART III

Item 10. Directors, Executive Officers and Corporate Governance

All of the directors of our company hold office until the next annual meeting of the stockholders or until their successors have been elected and qualified. Our officers are appointed by our board of directors and hold office until their death, resignation or removal from office. Our directors and executive officers, their ages, positions held, and duration as such, are as follows:

Name	Position Held with the Company	Age	Date First ~~Elected~~Electedor or Appointed
Bruce Costerd	Chief Executive Officer and Director	67	January 24, 2022
Richard Haderer	Chief Financial Officer and Director	59	April 13, 2015
Luke Rich	Director	57	June 14, 2010
Craig Young	Director	51	March 1, 2022*
Slade Dyer	Director	67	November 9, 2022
Don Bowins	Director	71	May 23, 2023

*Business ~~Effective September 1, 2022, Mr. Craig Young resigned as director of the Company~~Experience

~~Business~~The ~~Experience~~following is a brief account of the education and business experience of each director and executive officer during at least the past five years, indicating each person's principal occupation during the period, and the name and principal business of the organization by which he was employed.

The following is a brief account of the education and business experience of each director and executive officer during at least the past five years, indicating each person's principal occupation during the period, and the name and principal business of the organization by which he was employed.19

19Bruce Costerd

~~Bruce~~Mr. Costerd is responsible for the financing and management of Wolverine and its mineral projects. Mr. Costerd has spent over twenty-five years in the financing and management of exploration projects in Newfoundland and Labrador and is responsible for introducing Wolverine to its current projects, the Frog Property and the Cache River Property.

Prior to Wolverine Mr. Costerd iswas ~~responsible~~CEO ~~for~~and ~~the~~a ~~financing~~director ~~and~~of ~~management~~Gallery ofResources ~~Wolverine~~Limited ~~and~~("Gallery") ~~its~~from ~~mineral~~1990 ~~projects.~~to Mr2006. ~~Costerd~~Gallery ~~has~~was ~~spent~~a ~~over~~junior ~~twenty-five~~mineral ~~years~~exploration and development company with projects in the ~~financing~~Provinces of British Columbia and ~~management~~Newfoundland ofand Labrador. Gallery conducted exploration on a number of projects in the Province of Newfoundland and Labrador between 1995 and is2006 ~~responsible~~and ~~for~~incurred ~~introducing~~exploration ~~Wolverine~~expenditures toin ~~its~~excess ~~current~~of ~~projects~~$10,000,000 during that period. Gallery also owned certain mining claims located in the ~~Frog~~Cariboo ~~Property~~Mining Division of British Columbia and incurred acquisition costs and development expenses on the ~~Cache~~claims ~~River~~totaling ~~Property~~approximately $3,000,000.

~~Prior~~Richard to Wolverine Mr. Costerd was CEO and a director of Gallery Resources Limited ("Gallery") from 1990 to 2006. Gallery was a junior mineral exploration and development company with projects in the Provinces of British Columbia and Newfoundland and Labrador. Gallery conducted exploration on a number of projects in the Province of Newfoundland and Labrador between 1995 and 2006 and incurred exploration expenditures in excess of $10,000,000 during that period. Gallery also owned certain mining claims located in the Cariboo Mining Division of British Columbia and incurred acquisition costs and development expenses on the claims totaling approximately $3,000,000.Haderer

~~Richard~~Mr. Haderer has worked as a regulatory consultant for Wolverine since February of 2006. Mr. Haderer has been President of PubCo Services Inc. since April 1996. PubCo Services Inc. provides regulatory consulting services to publicly traded companies. Mr. Haderer has also served as a director and officer of several publicly traded companies. From November 1989 to April 1996, Mr. Haderer worked as a Listing Analyst with the Alberta Stock Exchange (now the TSX Venture Exchange).

~~Mr.~~Luke Haderer has worked as a regulatory consultant for Wolverine since February of 2006. Mr. Haderer has been President of PubCo Services Inc. since April 1996. PubCo Services Inc. provides regulatory consulting services to publicly traded companies. Mr. Haderer has also served as a director and officer of several publicly traded companies. From November 1989 to April 1996, Mr. Haderer worked as a Listing Analyst with the Alberta Stock Exchange (now the TSX Venture Exchange).Rich

~~Luke~~Mr. Rich is a member of the Innu Nation and Mushuau Innu First Nations and is a former VP of the Innu Nation. Prior to joining Wolverine, Mr. Rich was also Co-CEO of the Innu Development Limited Partnership ("IDLP") from October 2007 to April 2010. IDLP participated in the construction of the mine and mill for the Voisey Bay Nickel Project. Mr. Rich is also a board member of various IDLP owned companies including Innu Mikun Airlines, Innu Keiwit Constructor LP and the Innu/SNC Lavalin Partnership.

~~Mr.~~Slade Rich is a member of the Innu Nation and Mushuau Innu First Nations and is a former VP of the Innu Nation. Prior to joining Wolverine, Mr. Rich was also Co-CEO of the Innu Development Limited Partnership ("IDLP") from October 2007 to April 2010. IDLP participated in the construction of the mine and mill for the Voisey Bay Nickel Project. Mr. Rich is also a board member of various IDLP owned companies including Innu Mikun Airlines, Innu Keiwit Constructor LP and the Innu/SNC Lavalin Partnership.Dyer

~~Craig~~Slade ~~Young~~Dyer has a broad spectrum of experience in land use planning, local government administration and project management, in both the public and private sectors. He spent 6 years in Provincial/Municipal land development approvals and 12 years in local government administration. He then transitioned into the private sector and has been operating a land development consulting business for the last 26 years. Slade has done project management for developments throughout British Columbia, as well as in Washington and California. He has also been qualified a number of times as an expert witness to give evidence in the areas of land use planning and land development before the Courts.

~~Craig~~Don holds a B.A. Sc. in Mining Engineering from the Technical University of Nova Scotia and has worked in the Canadian mining industry for 27 years. Craig has held senior roles at large mining operations across the country, holding positions in Mine Engineering, Mine Operations, and Capital Projects. Craig has worked with several major mining companies including Teck Resources, Detour Gold Corporation, and most recently Centerra Gold. His mining background and industry connections, make Craig a welcome addition to Wolverine as it looks to acquire and develop base metal assets throughout the country. Effective September 1, 2022, Craig resigned as director of the Company.Bowins

~~Family~~Don ~~Relationships~~Bowins is Civil Engineer (P. Eng.) registered in BC and has run his own private engineering practice under D. K Bowins & Assoc. Inc. since 1994. Prior to that he worked as an engineer in the public sector from 1975 to 1994. In the public sector his work was centered on design, construction and governance, in both Alberta and British Columbia, with his last job being the Director of Engineering and Public Works for the then District of Abbotsford in B.C.

~~There~~Family ~~are no family relationships among our directors or officers.~~Relationships

~~Corporate~~There ~~Governance~~are no family relationships among our directors or officers.

Corporate Governance relates to the activities of the Board of Directors. National Instrument 58-201(Canada) establishes corporate governance guidelines which apply to all public companies. The Company has reviewed its own corporate governance practices in light of these guidelines. In certain cases, the Company's practices comply with the guidelines, however, the Board considers that some of the guidelines are not suitable for the Company at its current stage of development and therefore these guidelines have not been adopted. National Instrument 58-201 mandates disclosure of corporate governance practices which disclosure is set out below. The Board is committed to sound corporate governance practices in the interest of its shareholders and contribute to effective and efficient decision making. The Company will continue to review and implement corporate governance guidelines as the business of the Company progresses.

20Corporate Governance relates to the activities of the Board of Directors. National Instrument 58-201(Canada) establishes corporate governance guidelines which apply to all public companies. The Company has reviewed its own corporate governance practices in light of these guidelines. In certain cases, the Company's practices comply with the guidelines, however, the Board considers that some of the guidelines are not suitable for the Company at its current stage of development and therefore these guidelines have not been adopted. National Instrument 58-201 mandates disclosure of corporate governance practices which disclosure is set out below. The Board is committed to sound corporate governance practices in the interest of its shareholders and contribute to effective and efficient decision making. The Company will continue to review and implement corporate governance guidelines as the business of the Company progresses.

~~Board of Directors~~20

~~The Company's~~ Board ~~consists~~ of three directors, Bruce Costerd, Richard Haderer and Luke Rich. Luke Rich is the independent director of the Company. Bruce Costerd is not independent as he is the Chief Executive Officer of the Company. Richard Haderer is not independent as he is the Chief Financial Officer of the Company.Directors

The ~~size of the~~ Company ~~is such that all of the Company~~'s ~~operations~~Board ~~are~~consists ~~conducted~~of byfive adirectors, ~~small~~Bruce ~~management~~Costerd, ~~team~~Richard ~~which~~Haderer, isLuke ~~also~~Rich, ~~represented~~Slade onDyer ~~the~~and ~~Board~~Don Bowins. ~~Any~~Slade ~~director~~Dyer ~~may~~and ~~submit~~Don ~~items~~Bowins ~~for~~are ~~inclusion in~~ the ~~agenda~~independent ofdirectors ~~matters to be discussed at meetings~~ of the ~~Board~~Company. ~~The~~Bruce ~~Board~~Costerd ~~considers that management~~ is ~~effectively~~not ~~supervised by the~~ independent ~~directors~~as onhe anis ~~informal basis as~~ the ~~independent~~Chief ~~directors~~Executive ~~are~~Officer ~~actively and regularly involved in reviewing the operations~~ of the Company. ~~and~~Richard ~~have~~Haderer ~~regular~~is ~~and~~not ~~full access to management. The~~ independent ~~directors~~as ~~will~~he beis ~~able~~the toChief ~~meet~~Financial atOfficer ~~any time without any members~~ of ~~management~~the ~~being present~~Company. ~~Further~~Luke ~~supervision~~Rich is ~~performed~~not ~~through~~independent ~~the~~as ~~audit~~he ~~committee~~is ~~which will be composed of~~ a ~~majority~~paid ofconsultant ~~independent directors. The independent directors exercise their responsibilities~~ for ~~independent oversight of management through their majority control of~~ the ~~Board~~Company.

~~Directorships~~The size of the Company is such that all of the Company's operations are conducted by a small management team which is also represented on the Board. Any director may submit items for inclusion in the agenda of matters to be discussed at meetings of the Board. The Board considers that management is effectively supervised by the independent directors on an informal basis as the independent directors are actively and regularly involved in reviewing the operations of the Company and have regular and full access to management. The independent directors will be able to meet at any time without any members of management being present. Further supervision is performed through the audit committee which will be composed of a majority of independent directors. The independent directors exercise their responsibilities for independent oversight of management through their majority control of the Board.

~~None of the directors are directors of other reporting issuers.~~Directorships

~~Orientation~~None ~~and~~of ~~Continuing~~the ~~Education~~directors are directors of other reporting issuers.

~~The~~Orientation Board does not have a formal orientation or education program for its members. New Board members will be provided with information respecting the functioning of the Board of Directors, audit committee, access to all of the publicly filed documents of the Company and ~~complete~~Continuing ~~access to management and the Company's professional advisors.~~Education

The Board ~~members~~does ~~are~~not ~~encouraged~~have toa ~~communicate~~formal ~~with~~orientation ~~management~~or ~~and~~education ~~the~~program ~~auditors,~~for toits ~~keep~~members. ~~themselves~~New ~~current~~Board ~~with~~members ~~industry~~will ~~trends~~be ~~and~~provided ~~developments~~with ~~and~~information ~~changes~~respecting inthe ~~legislation~~functioning ~~with~~of the ~~Company's~~Board ~~assistance~~of Directors, toaudit ~~attend~~committee, ~~industry~~access ~~seminars and~~ to ~~visit~~all of the ~~Company's~~publicly ~~operations.~~filed ~~Board~~documents ~~members~~of ~~have~~the ~~full~~Company and complete access to management and the Company's ~~records~~professional ~~and legal counsel~~advisors.

~~Ethical~~Board ~~Business~~members ~~Conduct~~are encouraged to communicate with management and the auditors, to keep themselves current with industry trends and developments and changes in legislation with the Company's assistance, to attend industry seminars and to visit the Company's operations. Board members have full access to the Company's records and legal counsel.

~~The~~Ethical ~~Board~~Business ~~believes good corporate governance in an integral component to the success of the Company and to meet responsibilities to shareholders.~~Conduct

AtThe ~~present the~~ Board ~~has~~believes ~~not~~good ~~adopted~~corporate ~~guidelines~~governance orin ~~stipulations~~an orintegral acomponent ~~code~~ to ~~encourage~~the ~~and~~success ~~promote a culture~~ of ~~ethical business conduct due to~~ the ~~size~~Company ~~of its Board~~ and ~~its~~to ~~limited~~meet ~~activities.~~responsibilities ~~The~~to ~~Company does promote ethical business conduct through the nomination of Board members it considers ethical~~shareholders.

~~Nomination~~At present the Board has not adopted guidelines or stipulations or a code to encourage and promote a culture of ~~Directors~~ethical business conduct due to the size of its Board and its limited activities. The Company does promote ethical business conduct through the nomination of Board members it considers ethical.

~~The~~Nomination ~~Board has responsibility for identifying and assessing potential Board candidates. Recruitment~~ of new directors has generally resulted from recommendations made by directors, management and shareholders. The Board assesses potential Board candidates to fill perceived needs on the Board for required skills, expertise, independence and other factors.Directors

~~Compensation~~The Board has responsibility for identifying and assessing potential Board candidates. Recruitment of new directors has generally resulted from recommendations made by directors, management and shareholders. The Board assesses potential Board candidates to fill perceived needs on the Board for required skills, expertise, independence and other factors.

The directors decide as a Board the compensation for the Company's directors and officers. Compensation payable is determined by considering compensation paid for director's and CEO's of companies of similar size and stage of development in the mineral exploration industry and determining appropriate compensation reflecting the need to provide incentive and compensation for the time and effort expended by the directors and senior management while taking into account the financial and other resources of the Company. In setting the compensation, the performance of the CEO is reviewed in light of the Company's objectives and other factors that may have impacted the success of the Company.21

21Compensation

~~Other~~The directors decide as a Board ~~Committees~~the compensation for the Company's directors and officers. Compensation payable is determined by considering compensation paid for director's and CEO's of companies of similar size and stage of development in the mineral exploration industry and determining appropriate compensation reflecting the need to provide incentive and compensation for the time and effort expended by the directors and senior management while taking into account the financial and other resources of the Company. In setting the compensation, the performance of the CEO is reviewed in light of the Company's objectives and other factors that may have impacted the success of the Company.

~~The~~Other ~~members~~Board ~~of the audit committee are Richard Haderer, Luke Rich and Craig Young.~~Committees

The ~~Board~~members is of the ~~view~~audit ~~that~~committee ~~the~~are ~~size~~Slade ofDyer, ~~the~~Richard ~~Company's~~Haderer ~~operations~~and ~~does~~Don ~~not~~Bowins. ~~warrant~~Slade ~~additional~~Dyer ~~committees~~is atthe ~~this~~Chairman ~~stage~~ of the ~~Company's~~audit ~~development~~committee.

~~Assessments~~The Board is of the view that the size of the Company's operations does not warrant additional committees at this stage of the Company's development.

~~The Board does not con sider that formal assessments would be useful at this stage of the Company's development.~~Assessments

~~Involvement~~The inBoard ~~Certain~~does ~~Legal~~not ~~Proceedings~~consider that formal assessments would be useful at this stage of the Company's development.

~~Our~~Involvement ~~directors, executive officers and control persons have not been involved~~ in ~~any~~Certain ofLegal ~~the following events during the past five years:~~Proceedings

~~1. any~~Our ~~bankruptcy~~directors, ~~petition~~executive ~~filed~~officers byand orcontrol ~~against~~persons ~~any~~have ~~business~~not ofbeen ~~which~~involved ~~such~~in ~~person~~any ~~was a general partner or executive officer either at the time~~ of the ~~bankruptcy~~following orevents ~~within~~during ~~two~~the ~~years~~past ~~prior~~five ~~to that time;~~years:

21. any ~~conviction~~bankruptcy inpetition filed by or against any business of which such person was a ~~criminal~~general ~~proceeding~~partner or ~~being~~executive ~~subject~~officer toeither aat ~~pending~~the ~~criminal~~time ~~proceeding~~of ~~(excluding~~the ~~traffic~~bankruptcy ~~violations~~or ~~and~~within ~~other~~two ~~minor~~years ~~offences)~~prior to that time;

32. ~~being subject to~~ any ~~order,~~conviction ~~judgment,~~in ora ~~decree,~~criminal ~~not~~proceeding ~~subsequently reversed, suspended~~ or ~~vacated,~~being ofsubject ~~any~~to ~~court~~a ofpending ~~competent~~criminal ~~jurisdiction,~~proceeding ~~permanently~~(excluding ortraffic ~~temporarily~~violations ~~enjoining,~~and ~~barring,~~other ~~suspending~~minor ~~or otherwise limiting his involvement in any type of business, securities or banking activities~~offences); or

43. being ~~found~~subject byto aany ~~court~~order, ofjudgment, ~~competent~~or ~~jurisdiction~~decree, ~~(in~~not asubsequently ~~civil action)~~reversed, ~~the~~suspended ~~Commission~~ or ~~the~~vacated, ~~Commodity~~of ~~Futures~~any ~~Trading~~court ~~Commission~~of tocompetent ~~have~~jurisdiction, ~~violated~~permanently aor ~~federal~~temporarily orenjoining, ~~state~~barring, ~~securities~~suspending or ~~commodities~~otherwise ~~law,~~limiting ~~and~~his ~~the~~involvement ~~judgment~~in ~~has~~any ~~not~~type ~~been~~of ~~reversed~~business, ~~suspended,~~securities or ~~vacated.~~banking activities; or

~~Section~~4. being 16found by a court of competent jurisdiction (in a civil action), ~~Beneficial~~the ~~Ownership~~Commission ~~Compliance~~or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Section 16(a) ofBeneficial ~~the~~Ownership Securities Exchange Act of 1934 requires our executive officers and directors and persons who own more than 10% of our common stock to file with the Securities and Exchange Commission initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common stock and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% shareholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports that they file.Compliance

~~Based~~Section ~~solely~~16(a) onof the Securities Exchange Act of 1934 requires our ~~review~~executive officers and directors and persons who own more than 10% of our common stock to file with the ~~copies~~Securities ofand ~~such~~Exchange ~~forms~~Commission ~~received~~initial bystatements usof beneficial ownership, orreports ~~written~~of ~~representations~~changes ~~from~~in ~~certain~~ownership ~~reporting~~and ~~persons,~~annual wereports ~~believe~~concerning ~~that~~their ~~during~~ownership ~~fiscal~~of ~~year~~our ~~ended~~common ~~May~~stock 31and other equity securities, ~~2021~~on ~~all~~Forms ~~filing~~3, ~~requirements~~4 ~~applicable~~and to5 ~~our~~respectively. Executive officers, directors and greater than 10% ~~percent~~shareholders ~~beneficial~~are ~~owners~~required ~~were~~by ~~complied~~the SEC regulations to furnish us with copies of all Section 16(a) reports that they file.

~~Audit~~Based ~~Committee~~solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during fiscal year ended May 31, 2023, all filing requirements applicable to our officers, directors and greater than 10% percent beneficial owners were complied with.

The Audit Committee's role is to act in an objective, independent capacity as a liaison between the auditors, management and the Board and to ensure the auditors have a facility to consider and discuss governance and audit issues with parties not directly responsible for operations. NI 52-110, NI 41-101and Form 52-110F2 require the Company, as a venture issuer, to disclose certain information relating to the Company's audit committee and its relationship with the Company's independent auditors. Effective May 4, 2022, Richard Haderer, Luke Rich and Craig Young were appointed as members of the Company's audit committee. Craig Young resigned as a director of the Company effective September 1, 2022, and is no longer a member of the audit committee.22

Audit Committee ~~Charter~~

~~Mandate~~The Audit Committee's role is to act in an objective, independent capacity as a liaison between the auditors, management and the Board and to ensure the auditors have a facility to consider and discuss governance and audit issues with parties not directly responsible for operations. NI 52-110, NI 41-101and Form 52-110F2 require the Company, as a venture issuer, to disclose certain information relating to the Company's audit committee and its relationship with the Company's independent auditors.

22Audit Committee Charter

The primary function of the audit committee (the "Committee") is to assist the Board of Directors in fulfilling its financial oversight responsibilities by reviewing the financial reports and other financial information provided by the Company to regulatory authorities and shareholders, the Company's systems of internal controls regarding finance and accounting and the Company's auditing, accounting and financial reporting processes. Consistent with this function, the Committee will encourage continuous improvement of, and should foster adherence to, the Company's policies, procedures and practices at all levels. The Committee's primary duties and responsibilities are to:Mandate

~~Serve~~The asprimary anfunction ~~independent~~of the audit committee (the "Committee") is to assist the Board of Directors in fulfilling its financial oversight responsibilities by reviewing the financial reports and ~~objective~~other ~~party~~financial information provided by the Company to ~~monitor~~regulatory authorities and shareholders, the Company's systems of internal controls regarding finance and accounting and the Company's auditing, accounting and financial reporting ~~and~~processes. ~~internal~~Consistent ~~control~~with ~~system~~this function, the Committee will encourage continuous improvement of, and ~~review~~should foster adherence to, the Company's ~~financial~~policies, ~~statements~~procedures and practices at all levels. The Committee's primary duties and responsibilities are to:

~~Review~~ Serve as an independent and ~~appraise~~objective party to monitor the ~~performance~~Company's offinancial reporting and internal control system and review the Company's ~~external~~financial ~~auditors~~statements.

~~Provide~~ Review anand ~~open~~appraise ~~avenue~~the performance of ~~communication among~~ the Company's ~~auditors,~~external ~~financial and senior management and the Board of Directors~~auditors.

~~Composition~~ Provide an open avenue of communication among the Company's auditors, financial and senior management and the Board of Directors.

The Committee shall be comprised of three directors as determined by the Board of Directors, whom shall be free from any relationship that, in the opinion of the Board of Directors, would interfere with the exercise of his or her independent judgment as a member of the Committee.Composition

The ~~members of the~~ Committee shall be ~~elected~~comprised of three directors as determined by the Board of Directors, atwhom ~~its~~shall ~~first~~be ~~meeting~~free ~~following~~from ~~the~~any ~~annual~~relationship ~~shareholders'~~that, ~~meeting.~~in ~~Unless~~the aopinion ~~Chair~~of ~~is elected by~~ the ~~full~~ Board of Directors, ~~the~~would ~~members~~interfere ofwith the ~~Committee~~exercise ~~may~~of ~~designate~~his aor ~~Chair~~her byindependent ajudgment ~~majority~~as ~~vote~~a member of the ~~full~~ Committee ~~membership~~.

~~Meetings~~The members of the Committee shall be elected by the Board of Directors at its first meeting following the annual shareholders' meeting. Unless a Chair is elected by the full Board of Directors, the members of the Committee may designate a Chair by a majority vote of the full Committee membership.

The Committee shall meet annually, or more frequently as circumstances dictate. As part of its job to foster open communication, the Committee will meet at least annually with the Chief Financial Officer and the external auditors.Meetings

~~Responsibilities~~The Committee shall meet annually, or more frequently as circumstances dictate. As part of its job to foster open communication, the Committee will meet at least annually with the Chief Financial Officer and ~~Duties~~the external auditors.

ToResponsibilities ~~fulfill its responsibilities~~ and ~~duties, the Committee shall:~~Duties

~~Documents/Reports~~To ~~Review~~fulfill its responsibilities and duties, the Committee shall:

~~(a) Review~~Documents/Reports ~~and update this Charter annually.~~Review

(ba) Review ~~the Company's financial statements, MD&A~~ and ~~any~~update ~~reports~~this orCharter other financial information (including quarterly financial statements), which are submitted to any governmental body, or to the public, including any certification, report, opinion, or review rendered by the external auditorsannually.

~~External~~(b) ~~Auditors~~Review the Company's financial statements, MD&A and any reports or other financial information (including quarterly financial statements), which are submitted to any governmental body, or to the public, including any certification, report, opinion, or review rendered by the external auditors.

~~(a) Review annually, the performance of the external auditors who shall be ultimately accountable to the Board of Directors and the Committee as representatives of the shareholders of the Company.~~23

~~(b) Obtain~~External ~~annually, a formal written statement of the external auditors setting forth all relationships between the external auditors and the Company, consistent with Independence Standards Board Standard 1.~~Auditors

(ca) Review ~~and~~annually, ~~discuss~~the ~~with~~performance of the external auditors ~~any~~who ~~disclosed~~shall ~~relationships~~be orultimately ~~services~~accountable ~~that~~to ~~may~~the ~~impact~~Board ~~the~~of ~~objectivity~~Directors and ~~independence~~the Committee as representatives of the ~~external~~shareholders ~~auditors~~of the Company.

23(b) Obtain annually, a formal written statement of the external auditors setting forth all relationships between the external auditors and the Company, consistent with Independence Standards Board Standard 1.

(dc) ~~Take,~~ orReview ~~recommend~~and ~~that~~discuss with the ~~full~~external ~~Board~~auditors ofany ~~Directors~~disclosed ~~take,~~relationships ~~appropriate~~or ~~action~~services tothat ~~oversee~~may impact the objectivity and independence of the external auditors.

(ed) ~~Recommend~~ toTake, or recommend that the full Board of Directors ~~the~~take, ~~selection~~appropriate ~~and,~~action ~~where~~to ~~applicable,~~oversee the ~~replacement~~independence of the external auditors ~~nominated annually for shareholder approval~~.

(fe) At ~~each~~Recommend ~~meeting,~~to ~~consult with~~ the ~~external~~Board ~~auditors,~~of ~~without~~Directors the ~~presence~~selection ~~of management~~and, ~~about~~where applicable, the ~~quality~~replacement of the ~~Company's~~external ~~accounting~~auditors ~~principles,~~nominated ~~internal~~annually ~~controls~~for ~~and~~shareholder ~~the completeness and accuracy of the Company's financial statements~~approval.

(gf) ~~Review~~ ~~with~~At ~~management~~each ~~and~~meeting, consult with the external auditors, without the ~~audit~~presence ~~plan~~of ~~for~~management, about the ~~year-end~~quality ~~financial~~of ~~statements~~the Company's accounting principles, internal controls and ~~intended~~the ~~template~~completeness ~~for~~and ~~such~~accuracy of the Company's financial statements.

(hg) Review ~~and~~with ~~pre-approve~~management ~~all audit~~ and ~~audit~~the ~~related~~external ~~services~~auditors ~~and~~ the ~~fees and other compensation related thereto, and any non-~~audit ~~services,~~plan ~~provided~~for by the ~~Company's external auditors. The pre~~year-end ~~approval~~financial ~~requirement~~statements isand ~~waived~~intended ~~with~~template ~~respect~~for tosuch ~~the provision of non-audit services if:~~statements.

(ih) ~~the~~ ~~aggregate~~Review ~~amount~~and ofpre-approve all ~~such~~audit ~~non-~~and audit related services ~~provided~~and to the ~~Company~~fees ~~constitutes~~and ~~not~~other ~~more~~compensation ~~than~~related ~~five~~thereto, ~~percent~~and ofany ~~the~~non-audit ~~total~~services, ~~amount~~provided ~~of revenues paid~~ by the Company's ~~to its~~ external auditors. ~~during~~The ~~the~~pre- ~~fiscal~~approval ~~year~~requirement inis ~~which~~waived with respect to the provision of non-audit services ~~are provided;~~if:

(iii) the aggregate amount of all such non-audit services ~~were~~provided to the Company constitutes not ~~recognized~~more bythan ~~the~~five ~~Company~~percent atof the ~~time~~total amount of revenues paid by the ~~engagement~~Company to beits external auditors during the fiscal year in which the non- audit services; ~~and~~are provided;

(~~iii~~ii) such services ~~are~~were ~~promptly~~not ~~brought~~recognized ~~to the attention of the Committee~~ by the Company ~~and~~at ~~approved prior to~~ the ~~completion~~time of the ~~audit~~engagement ~~by the Committee or by one or more members of the Committee who are members of the Board of Directors~~ to ~~whom~~be ~~authority~~non- toaudit ~~grant~~services; ~~such approvals have been delegated by the Committee.~~and

~~Provided~~(iii) ~~the~~such ~~pre-approval~~services ofare ~~the~~promptly ~~non-audit~~brought ~~services~~to isthe ~~presented~~attention toof the Committee's ~~first~~by ~~scheduled~~the ~~meeting~~Company ~~following~~and ~~such~~approved ~~approval~~prior ~~such~~to ~~authority~~the ~~may~~completion beof ~~delegated~~the audit by the Committee toor by one or more ~~independent~~members of the Committee who are members of the Board of Directors to whom authority to grant such approvals have been delegated by the Committee.

~~Financial~~Provided ~~Reporting~~the ~~Processes~~pre-approval of the non-audit services is presented to the Committee's first scheduled meeting following such approval such authority may be delegated by the Committee to one or more independent members of the Committee.

~~(a) In~~Financial ~~consultation~~Reporting ~~with the external auditors, review with management the integrity of the Company's financial reporting process, both internal and external.~~Processes

(ba) ~~Consider~~ In consultation with the external auditors', ~~judgments~~review ~~about~~with management the ~~quality~~integrity ~~and appropriateness~~ of the Company's ~~accounting~~financial ~~principles~~reporting asprocess, ~~applied~~both ininternal ~~its~~and ~~financial reporting~~external.

(cb) Consider ~~and~~the ~~approve,~~external ifauditors' ~~appropriate,~~judgments ~~changes~~about tothe quality and appropriateness of the Company's ~~auditing and~~ accounting principles ~~and practices~~ as ~~suggested~~applied byin ~~the~~its ~~external~~financial ~~auditors and management~~reporting.

(dc) ~~Review~~ ~~significant~~Consider ~~judgments~~and ~~made~~approve, byif ~~management~~appropriate, inchanges to the ~~preparation~~Company's ofauditing ~~financial~~and ~~statements~~accounting principles and ~~the~~practices ~~view~~as ofsuggested by the external auditors asand ~~to the appropriateness of such judgments~~management.

(ed) ~~Following~~ ~~completion~~Review ofsignificant ~~the~~judgments ~~annual~~made ~~audit,~~by ~~review separately with~~ management ~~and~~in the ~~external~~preparation ~~auditors~~of ~~any~~financial ~~significant~~statements ~~difficulties~~and ~~encountered during~~ the ~~course~~view of the ~~audit,~~external ~~including~~auditors ~~any~~as ~~restrictions~~to on the ~~scope~~appropriateness of ~~work~~such ~~or access to required information~~judgments.

~~(f) Review any significant disagreement among management and the external auditors in connection with the preparation of the financial statements.~~24

(ge) ~~Review~~ Following completion of the annual audit, review separately with management and the external auditors ~~and~~any ~~management~~significant difficulties encountered during the ~~extent~~course toof ~~which~~the ~~changes~~audit, ~~and~~including ~~improvements~~any inrestrictions ~~financial~~on orthe ~~accounting~~scope ~~practices~~of ~~have~~work ~~been~~or ~~implemented~~access to required information.

24(f) Review any significant disagreement among management and the external auditors in connection with the preparation of the financial statements.

(hg) Review ~~any~~with ~~complaints~~the orexternal ~~concerns~~auditors ~~about~~and ~~questionable~~management ~~accounting,~~the ~~internal~~extent ~~accounting~~to ~~controls~~which changes and improvements in financial or ~~auditing~~accounting ~~matters~~practices have been implemented.

(ih) Review ~~certification~~any ~~process~~complaints or concerns about questionable accounting, internal accounting controls or auditing matters.

~~Other~~(i) Review certification process.

~~Review any related-party transactions.~~Other

~~Composition~~Review ofany ~~Audit~~related-party ~~Committee~~transactions.

Member	Independence	Financially literate
Richard Haderer	Not Independent(1)	Financially literate(2)
Luke Rich	Independent(1)	Not Financially literate(2)
Craig Young (3)	Independent(1)	Not Financially literate(2)

Composition of Audit Committee

Notes:

Member	Independence	Financially literate
Slade Dyer (3)	Independent⁽¹⁾	Financially literate⁽²⁾
Richard Haderer	Not Independent⁽¹⁾	Financially literate⁽²⁾
Don Bowins	Independent⁽¹⁾	Financially literate⁽²⁾

(1) A member of an audit committee is independent if the member has no direct or indirect material relationship with the Company, which could, in the view of the Board, reasonably interfere with the exercise of a member's independent judgment.Notes:

(21) An ~~individual~~A ismember ~~financially~~of ~~literate~~an ifaudit hecommittee ~~has~~is ~~the~~independent ~~ability~~if tothe ~~read~~member ~~and~~has ~~understand~~no adirect ~~set~~or ofindirect ~~financial~~material ~~statements~~relationship ~~that~~with ~~present~~the aCompany, ~~breadth~~which ofcould, ~~complexity~~in ~~of accounting issues that are generally comparable to~~ the ~~breadth~~view ~~and complexity~~ of the ~~issues~~Board, ~~that can~~ reasonably beinterfere ~~expected~~with tothe beexercise ~~raised~~of bya ~~the Company~~member's ~~financial~~independent ~~statements~~judgment.

(32) ~~Craig~~ ~~Young~~An ~~resigned~~individual asis afinancially ~~director~~literate ofif ~~the~~he ~~Company~~has ~~effective~~the ~~September~~ability 1,to ~~2022,~~read and isunderstand noa ~~loner~~set of financial statements that present a ~~member~~breadth of complexity of accounting issues that are generally comparable to the ~~audit~~breadth ~~committee~~and complexity of the issues that can reasonably be expected to be raised by the Company's financial statements.

~~Breach~~(3) Slade Dyer is the Chairman of ~~Canadian~~the ~~securities~~audit ~~law~~committee.

~~Craig~~Relevant ~~Young~~Education ~~resigned~~and as a director of the Company effective September 1, 2022. As a result, the Company is in breach of NI 52-110 which requires the Company to have an audit committee comprised of three directors of which the majority are not executive officers, employees or control persons. The Company will rectify this breach by appointing an additional independent director who will also be appointed as a member of the audit committee.Experience

~~Relevant~~Each ~~Education~~member of the Company's present Audit Committee has adequate education and ~~Experience~~experience that is relevant to his performance as an Audit Committee member and, in particular, the requisite education and experience that have provided the member with:

~~Each~~(a) an ~~member~~understanding of the ~~Company's~~accounting ~~present~~principles ~~Audit~~used ~~Committee~~by ~~has~~the ~~adequate~~Company ~~education~~to ~~and~~prepare ~~experience~~its ~~that~~financial isstatements ~~relevant~~and tothe ~~his~~ability ~~performance~~to asassess anthe ~~Audit~~general ~~Committee~~application ~~member~~of ~~and,~~those principles in ~~particular,~~connection ~~the~~with ~~requisite~~estimates, ~~education~~accruals and ~~experience that have provided the member with:~~reserves;

(ab) anexperience ~~understanding~~preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of ~~the~~complexity of accounting ~~principles~~issues ~~used~~that byare ~~the~~generally ~~Company~~comparable to ~~prepare~~the ~~its~~breadth ~~financial~~and ~~statements~~complexity ~~and~~of ~~the~~issues ~~ability~~that can reasonably be expected to ~~assess~~be raised by the ~~general~~Company's ~~application~~financial ofstatements ~~those~~or ~~principles~~experience inactively ~~connection~~supervising ~~with~~individuals ~~estimates,~~engaged ~~accruals~~in ~~and~~such ~~reserves~~activities; and

(bc) ~~experience~~an ~~preparing,~~understanding ~~auditing, analyzing or evaluating financial statements that present a breadth and level~~ of ~~complexity~~internal ofcontrols ~~accounting issues that are generally comparable to the breadth~~ and ~~complexity~~procedures offor ~~issues that can reasonably be expected to be raised by the Company's~~ financial ~~statements or experience actively supervising individuals engaged in such activities; and~~reporting.

~~(c) an~~The ~~understanding~~determination of ~~internal~~the ~~controls~~financially literacy of the members of our board of directors is made by the Company and ~~procedures~~each ~~for~~of the directors in question. The determination that Mr. Haderer is financial literate is based upon his experience and abilities gained as a consultant and regulator of publicly reporting mineral exploration companies. Mr. Dyer and Mr. Bowins is financially based upon his experienced gained in Project Management and Land Development. See "Directors and Executive Officers" for further details.

The determination of the financially literacy of the members of our board of directors is made by the Company and each of the directors in question. The determination that Mr. Haderer is financial literate is based upon his experience and abilities gained as a consultant and regulator of publicly reporting mineral exploration companies. See "Directors and Executive Officers" for further details.25

25Audit Committee Oversight

~~Audit~~At ~~Committee~~no ~~Oversight~~time since the commencement of the Company's most recently completed financial year was a recommendation to nominate or compensate an external auditor not adopted by the Board.

AtPre-Approval noPolicies ~~time~~and ~~since the commencement of the Company's most recently completed financial year was a recommendation to nominate or compensate an external auditor not adopted by the Board.~~Procedures

~~Pre~~The Audit Committee will pre-~~Approval~~approve ~~Policies~~all non-audit services to be provided to the Corporation or its subsidiary entities by the Corporation's external auditor, however the Audit Committee has not adopted specific policies and ~~Procedures~~procedures for such approval.

The Audit Committee will pre-approve all non-audit services to be provided to the Corporation or its subsidiary entities by the Corporation's external auditor, however the Audit Committee has not adopted specific policies and procedures for such approval.Exemption

~~Exemption~~The Company is a "venture issuer" as defined in National Instrument 52-110 and is relying on the exemption contained in Section 6.1 of National Instrument 52-110, which exempts the Corporation from the requirements of Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations) of National Instrument 52-110.

~~The~~Code ~~Company is a "venture issuer" as defined in National Instrument 52-110 and is relying on the exemption contained in Section 6.1~~ of ~~National Instrument 52-110, which exempts the Corporation from the requirements of Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations) of National Instrument 52-110.~~Ethics

We adopted a Code of Ethics applicable to all of our directors, officers, employees and consultants, which is a "code of ethics" as defined by applicable rules of the SEC. Our Code of Ethics is attached as an exhibit to our registration statement on Form S-1 filed on July 15, 2008. If we make any amendments to our Code of Ethics other than technical, administrative, or other non-substantive amendments, or grant any waivers, including implicit waivers, from a provision of our Code of Ethics to our chief executive officer, chief financial officer, or certain other finance executives, we will disclose the nature of the amendment or waiver, its effective date and to whom it applies in a Current Report on Form 8-K filed with the SEC.

WeItem ~~adopted a Code of Ethics applicable to all of our directors, officers, employees and consultants, which is a "code of ethics" as defined by applicable rules of the SEC~~11. Executive Our Code of Ethics is attached as an exhibit to our registration statement on Form S-1 filed on July 15, 2008. If we make any amendments to our Code of Ethics other than technical, administrative, or other non-substantive amendments, or grant any waivers, including implicit waivers, from a provision of our Code of Ethics to our chief executive officer, chief financial officer, or certain other finance executives, we will disclose the nature of the amendment or waiver, its effective date and to whom it applies in a Current Report on Form 8-K filed with the SEC.Compensation

~~Item~~The ~~11.~~particulars ~~Executive~~of ~~Compensation~~the compensation paid to the following persons:

~~The~~our ~~particulars~~principal ofexecutive ~~the compensation paid to the following persons:~~officer;

each of our ~~principal~~two most highly compensated executive ~~officer~~officers who were serving as executive officers at the end of the years ended May 31, 2023 and 2022; and

~~each~~up ofto ~~our~~ two ~~most~~additional ~~highly~~individuals ~~compensated~~for ~~executive~~whom ~~officers~~disclosure ~~who~~would ~~were~~have been provided under (b) but for the fact that the individual was not serving as our executive ~~officers~~officer at the end of the years ended May 31, ~~2022~~2023 and ~~2021; and~~2022,

upwho towe ~~two~~will ~~additional~~collectively ~~individuals~~refer ~~for~~to ~~whom~~as ~~disclosure~~the ~~would~~named ~~have~~executive ~~been~~officers ~~provided~~of ~~under~~our ~~(b)~~company, ~~but~~are ~~for~~set out in the ~~fact~~following summary compensation table, except that ~~the~~no ~~individual~~disclosure ~~was~~is ~~not~~provided ~~serving~~for asany ~~our~~named executive officer, atother ~~the~~than ~~end~~our ofprincipal ~~the~~executive ~~years~~officers, ~~ended~~whose ~~May~~total ~~31,~~compensation ~~2022~~did ~~and~~not ~~2021~~exceed $100,000 for the respective fiscal year:

who we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year:26

SUMMARY COMPENSATION TABLE
Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards($)*	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensati on ($)	Total ($)
Bruce Costerd	2023	$89,759	Nil	Nil	Nil	Nil	Nil	Nil	$89,759
Chief Executive Officer and Director	2022	$110,440	Nil	Nil	Nil	Nil	Nil	Nil	$110,440
Richard Haderer	2023	$14,975	Nil	Nil	Nil	Nil	Nil	Nil	$14,975
Former Chief Executive Officer, Chief Financial Officer and Director⁾	2022	$15,832	Nil	Nil	Nil	Nil	Nil	Nil	$15,832

SUMMARY COMPENSATION TABLE
Name and PrincipalPosition	Year	Salary ($)	Bonus ($)	StockAwards ($)	OptionAwards ($)*	Non-EquityIncentive PlanCompensation($)	Change in Pension Value and Nonqualified DeferredCompensation Earnings($)	All OtherCompensati on($)	Total ($)
Bruce Costerd	2022	$110,440	Nil	Nil	Nil	Nil	Nil	Nil	$110,440
Chief Executive Officer andDirector	2021	$94,517	Nil	Nil	Nil	Nil	Nil	Nil	$94,517
Richard Haderer	2022	$15,832	Nil	Nil	Nil	Nil	Nil	Nil	$15,832
Former Chief Executive Officer, Chief Financial Officer andDirector)	2021	$31,536	Nil	Nil	Nil	Nil	Nil	Nil	$31,536

Stock Options/SAR Grants

~~Stock Options~~N/~~SAR Grants~~A.

~~N/A.~~Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Values

~~Aggregated~~There ~~Option~~were ~~Exercises~~no inoptions ~~Last~~exercised ~~Fiscal~~during ~~Year~~our ~~and~~fiscal ~~Fiscal~~year ~~Year-End~~ended ~~Values~~May 31, 2023 or May 31, 2022 by any officer or director of our company.

~~There~~Compensation ~~were no options exercised during our fiscal year ended May 31, 2022 or May 31, 2021 by any officer or director~~ of ~~our company.~~Directors

~~Compensation~~We ofreimburse ~~Directors~~our directors for expenses incurred in connection with attending board meetings. We have not paid any director's fees or other cash compensation for services rendered as a director since our inception to May 31, 2022.

We ~~reimburse~~have no formal plan for compensating our directors for their service in their capacity as directors, although such directors are expected in the future to receive stock options to purchase common shares as awarded by our board of directors or (as to future stock options) a compensation committee which may be established. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with ~~attending~~attendance ~~board~~at meetings of our board of directors. WeOur ~~have~~board ~~not~~of ~~paid~~directors may award special remuneration to any director's ~~fees~~undertaking orany special services on our behalf other ~~cash~~than services ordinarily required of a director. No director received and/or accrued any compensation for their services ~~rendered~~ as a director, ~~since~~including ~~our~~committee ~~inception~~participation toand/or ~~May~~special ~~31, 2022~~assignments.

WeEmployment ~~have~~Contracts noand ~~formal~~Termination plan for compensating our directors for their service in their capacity as directors, although such directors are expected in the future to receive stock options to purchase common shares as awarded by our board of ~~directors~~Employment ~~or (as to future stock options) a compensation committee which may be established. Directors are entitled to reimbursement for reasonable travel~~ and ~~other~~Change ~~out-of-pocket expenses incurred~~ in ~~connection~~Control with attendance at meetings of our board of directors. Our board of directors may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director. No director received and/or accrued any compensation for their services as a director, including committee participation and/or special assignments.Arrangements

~~Employment~~On ~~Contracts~~January ~~and~~31, ~~Termination~~2007 the Company entered into a Consulting Agreement (the "Agreement") with Texada Consulting Inc., a company controlled by our CEO, Bruce Costerd. Under the terms of ~~Employment~~the ~~and~~agreement ~~Change~~consulting infees ~~Control~~of ~~Arrangements~~USD

On January 31, 2007 the Company entered into a Consulting Agreement (the "Agreement") with Texada Consulting Inc., a company controlled by our CEO, Bruce Costerd. Under the terms of the agreement consulting fees of USD $10,000 per month are paid/accrued to Texada. Effective March 1, 2011 the amount of consulting fees was amended to CDN $10,000 per month. Texada will also receive a bonus (the "Bonus") of the issuance of 5% of the common shares of the Company issued and outstanding on a non-diluted basis as of the date of the payment of the bonus upon and only in the event of the discovery by the Company of a major mineral resource deposit in any of the properties currently held or acquired in the future that is of a sufficient size and value to support the commercial extraction and shipment of ore for the purpose of earning revenue (but excluding the extraction and shipment of ore for testing purposes).

Consulting fees of CDN$20,000 per year are paid or accrued to PubCo Services Inc, a company controlled by Richard Haderer, CFO and a director of the Company.

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive stock options at the discretion of our board of directors in the future. We do not have any material bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our board of directors.

We have no plans or arrangements with respect to remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control, where the value of such compensation exceeds $60,000 per executive officer.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth, as of September 1322, ~~2022~~2023, certain information with respect to the beneficial ownership of our common stock by each stockholder known by us to be the beneficial owner of more than 5% of our common stock and by each of our current directors and executive officers. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.

Name and Address of Beneficial Owner	Amount and Nature ofofBeneficial ~~Beneficial~~ Ownership	~~Percentage~~Percentageof of Class(1)
Bruce Costerd Richmond, BC	13,876,998	18.0%
Rich Resources Inc.Natuashish, NL	24,000,000	23.8%
Richard Haderer Calgary, Alberta	3,101,500	4%
Bruce Costerd Richmond, BC	1,876,998	1.9%
Luke Rich Natuashish, NL	12,156,257	15.8%
Richard Haderer Calgary, Alberta	4,101,500	4.1%
Craig Young Kamloops, BC	4,250,000	5.2%
Luke Rich Natuashish, NL	156,257	0.2%
Directors and Officers as a Group	29,134,755	37.8%
Slade DyerMission, BC	1,315,000	1.3%
Don BowinsMission, BC	2,130,000	2.1%
Directors and Officers as a Group	33,579,755	33.3%

(1) Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the ~~amount~~number of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person's actual ownership or voting power with respect to the number of shares of common stock actually outstanding on September 1322, ~~2022~~2023. As of September 1322, ~~2022~~2023, there were 76100,~~964~~974,373 shares of our company's common stock issued and outstanding.

~~Changes~~(2) Rich inResources ~~Control~~Inc. is a Canadian corporation owned 51% by Luke Rich and 49% by Bruce Costerd.

WeChanges ~~are unaware of any contract or other arrangement or provisions of our Articles or Bylaws the operation of which may at a subsequent date result~~ in ~~a change of control of our company. There are not any provisions in our Articles or Bylaws, the operation of which would delay, defer, or prevent a change in control of our company.~~Control

~~Item~~We 13are unaware of any contract or other arrangement or provisions of our Articles or Bylaws the operation of which may at a subsequent date result in a change of control of our company. ~~Certain~~There ~~Relationships~~are ~~and~~not ~~Related~~any ~~Transactions~~provisions in our Articles or Bylaws, ~~and~~the ~~Director~~operation ~~Independence~~of which would delay, defer, or prevent a change in control of our company.

~~Except~~Item as13. Certain ~~disclosed~~Relationships ~~herein,~~and ~~there~~Related ~~have been no transactions or proposed transactions in which the amount involved exceeds the lesser of $120~~Transactions,~~000~~ orand ~~one~~Director percent of the average of our total assets at year-end for the last three completed fiscal years in which any of our directors, executive officers or beneficial holders of more than 5% of the outstanding shares of our common stock, or any of their respective relatives, spouses, associates or affiliates, has had or will have any direct or material indirect interest.Independence

~~Director~~Except ~~Independence~~as disclosed herein, there have been no transactions or proposed transactions in which the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last three completed fiscal years in which any of our directors, executive officers or beneficial holders of more than 5% of the outstanding shares of our common stock, or any of their respective relatives, spouses, associates or affiliates, has had or will have any direct or material indirect interest.

WeDirector currently act with four directors, Bruce Costerd, Richard Haderer, Luke Rich and Craig Young. We have determined that Luke Rich and Craig Young qualify as an "independent director" as defined in NASDAQ Marketplace Rule 4200(a)(15). Effective September 1, 2022, Craig Young resigned as director of the Company.Independence

We docurrently ~~not~~act ~~have~~with afive ~~standing~~directors, ~~compensation~~Bruce orCosterd, ~~nominating~~Richard ~~committee~~Haderer, ~~but~~Luke ~~our~~Rich, ~~entire~~Slade ~~board~~Dyer ofand ~~directors~~Don ~~act in such capacity~~Bowins. We ~~believe~~have determined that ~~our~~Slade ~~directors~~Dyer ~~are capable of analyzing~~ and ~~evaluating~~Don ~~our~~Bowins ~~financial~~qualify ~~statements~~as ~~and~~an ~~understanding~~"independent ~~internal~~director" ~~controls~~as ~~and~~defined ~~procedures~~in ~~for~~NASDAQ ~~financial~~Marketplace ~~reporting~~Rule 4200(a)(15).

~~Item~~We 14do not have a standing compensation or nominating committee, but our entire board of directors act in such capacity. ~~Principal~~We ~~Accountants~~believe ~~Fees~~that our directors are capable of analyzing and ~~Services~~evaluating our financial statements and understanding internal controls and procedures for financial reporting.

~~The~~Item ~~aggregate~~14. Principal ~~fees~~Accountants ~~billed~~Fees ~~for the most recently completed fiscal years ended May 31, 2022~~ and 2021 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:Services

	Year EndedMay 31
	2022($)	2021($)
Audit Fees	$26,500	$24,000
Audit Related Fees	$1,290	Nil
Tax Fees	Nil	Nil
All Other Fees	Nil	Nil
Total	$ 27,790	$ 24,000

The aggregate fees billed for the most recently completed fiscal years ended May 31, 2023 and 2022 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

Our board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.

	Year Ended May 31
	2023 ($)	2022 ($)
Audit Fees	$30,000	$27,700
Audit Related Fees	Nil	Nil
Tax Fees	Nil	Nil
All Other Fees	Nil	Nil
Total	$30,200	$26,500

Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors' independence.29

29Our board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.

~~PART~~Our IVboard of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors' independence.

~~Item~~PART ~~15. Exhibits, Financial Statement Schedules~~IV

~~Exhibits required by~~ Item ~~601~~15. Exhibits, ofFinancial ~~Regulation~~Statement ~~S-K~~Schedules

ExhibitNumber	Description
(3)	(i) Articles of Incorporation; and (ii) Bylaws
3.1	Articles of Incorporation of Wolverine filed as an Exhibit to our Form S-1 (Registration Statement) on July 15, 2008, and incorporated herein by reference.
3.2	Bylaws of Wolverine, filed as an Exhibit to our Form S-1 (Registration Statement) on July 15, 2008, and incorporated herein by reference.

Exhibits required by Item 601 of Regulation S-K

ExhibitNumber	Description
(3)	(i) Articles of Incorporation; and (ii) Bylaws
3.1	Articles of Incorporation of Wolverine filed as an Exhibit to our Form S-1 (Registration Statement) on July 15, 2008, and incorporated herein by reference.
3.2	Bylaws of Wolverine, filed as an Exhibit to our Form S-1 (Registration Statement) on July 15, 2008, and incorporated herein by reference.
ExhibitNumber	Description
3.3	Certificate of Amendment of Wolverine, filed as an Exhibit to our Form S-1 (Registration Statement) filed on July 15, 2008 and incorporated herein by reference.
3.4	Certificate of Registration of Extra-Provincial Corporation, filed as an Exhibit to our Form S-1 (Registration Statement) filed on July 15, 2008 and incorporated herein by reference.
3.5	Certificate of Amendment of Wolverine, filed as an Exhibit to our Form 8-K filed on September 17, 2013 and incorporated herein by reference.
3.6	Articles of Merger of Wolverine, filed as an Exhibit to our Form 8-K filed on August 11, 2015 and incorporated herein by reference.
3.7	Certificate of Amendment of Wolverine, filed as an Exhibit to our Form 8-K filed on February 19, 2020 and incorporated herein by reference.
3.8	Certificate of Change of Wolverine, filed as an Exhibit to our 8-K filed July 29, 2022 and incorporated by reference.
3.9	Articles of Merger of Wolverine, filed as an Exhibit to our 8-K filed July 29, 2022 and incorporated by reference.
3.10	Certificate of Amendment of Wolverine, filed as an Exhibit to our 8-K filed August 9, 2022 and incorporated by reference.

Exhibit Number	Description
3.8	Certificate of Change of Wolverine, filed as an Exhibit to our 8-K filed July 29, 2022 and incorporated by reference.
3.9	Articles of Merger of Wolverine, filed as an Exhibit to our 8-K filed July 29, 2022 and incorporated by reference.
3.10	Certificate of Amendment of Wolverine, filed as an Exhibit to our 8-K filed August 9, 2022 and incorporated by reference.
ExhibitNumber	Description
(10)	Material Contracts
10.1	Vend-In Agreement dated February 28, 2007 between Wolverine and Shenin Resources Inc., filed as an Exhibit to our Form S-1 (Registration Statement) filed on July 15, 2008 and incorporated herein by reference.
10.2	Consulting Agreement dated January 31, 2007 between Wolverine and Texada Consulting Inc., filed as an Exhibit to our Form S-1 (Registration Statement) filed on July 15, 2008 and incorporated herein by reference.
10.3	~~Amended~~Second Amendment of the Purchase Agreement between Wolverine and 86835 Newfoundland & Labrador Corp. filed as an Exhibit to our 8-K filed on ~~August~~July 924, ~~2022~~2023 and incorporated by reference.
(14)	Code of Ethics
14.1	Code of Ethics, filed as an Exhibit to our Form S-1 (Registration Statement) filed on July 15, 2008 and incorporated herein by reference.
(31)	Rule 13a-14(a)/15d-14(a) Certifications
31.1*	Certification of Principal Executive Officer Pursuant to Section 302 Certifications under Sarbanes-Oxley Act of 2002
31.2*	Certification of Principal Financial Officer Pursuant to Section 302 Certifications under Sarbanes-Oxley Act of 2002
(32)	Section 1350 Certifications
32.1*	Certification of Principal Executive Officer Pursuant to Section 906 Certifications under Sarbanes-Oxley Act of 2002
32.2*	Certification of Principal Financial Officer Pursuant to Section 906 Certifications under Sarbanes-Oxley Act of 2002
INLINE XBRL
101.INS*	Inline XBRL Instance Document–the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document
101.SCH*	Inline XBRL Taxonomy Extension Schema Document
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith.31

(32)	Section 1350 Certifications

32.1*	Certification of Principal Financial Officer Pursuant to Section 906 Certifications under Sarbanes-Oxley Act of 2002

32.2*	Certification of Principal Financial Officer Pursuant to Section 906 Certifications under Sarbanes-Oxley Act of 2002

INLINE XBRL

101.INS*	Inline XBRL Instance Document–the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document

101.SCH*	Inline XBRL Taxonomy Extension Schema Document

101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document

104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

~~SIGNATURES~~* Filed herewith.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.32

	WOLVERINE RESOURCES CORP.
	(Registrant)
Dated: September 13, 2022	/s/ Bruce Costerd
	Bruce Costerd
	President, Chief Executive Officer, Chairmanand Director
	(Principal Executive Officer)
Dated: September 13, 2022	/s/ Richard Haderer
	Richard Haderer
	Chief Financial Officer and Director
	(Principal Financial Officer and PrincipalAccounting Officer)

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, ~~this~~the ~~report~~registrant has ~~been~~duly ~~signed~~caused ~~below~~this byreport ~~the~~to ~~following~~be ~~persons~~signed on its behalf ofby the ~~registrant~~undersigned, ~~and~~thereto induly ~~the capacities and on the dates indicated~~authorized.

	WOLVERINE RESOURCES CORP.
	(Registrant)
Dated: September 13, 2022	/s/ Bruce Costerd
Dated: September 22, 2023	/s/ Bruce Costerd
	Bruce Costerd
	President, Chief Executive Officer, Chairman and Director
	President, Chief Executive Officer, Chairmanand Director
	(Principal Executive Officer)
Dated: September 13, 2022	/s/ Richard Haderer
Dated: September 22, 2023	/s/ Richard Haderer
	Richard Haderer
	Chief Financial Officer and Director
	(Principal Financial Officer and Principal Accounting Officer)
	(Principal Financial Officer and PrincipalAccounting Officer)
Dated: September 13, 2022	/s/ Luke Rich
	Luke Rich
	Director

31Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

	WOLVERINE RESOURCES CORP.
	(Registrant)

Dated: September 22, 2023	/s/ Bruce Costerd
	Bruce Costerd
	President, Chief Executive Officer, Chairman and Director
	(Principal Executive Officer)

Dated: September 22, 2023	/s/ Richard Haderer
	Richard Haderer
	Chief Financial Officer and Director
	(Principal Financial Officer and Principal Accounting Officer)

Dated: September 22, 2023	/s/ Luke Rich
	Luke Rich Director

Dated: September 22, 2023	/s/ Slade Dyer Slade Dyer Director

Dated: September 22, 2023	/s/ Don Bowins Don Bowins Director

Filing Compare · Wolverine Resources Corp.