UNITED STATES

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

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, 2023
	For the fiscal year ended May 31, 2024
[ ]	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from	[ ] to [ ]
	For the transition period from [ ] to [ ]
	Commission file number	000-53767
	Commission file number 000-53767

Wolverine Resources Corp.

(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 ☒

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 ☒

(Title of class)

~~The~~Indicate ~~value of Common Stock held~~ by ~~non-affiliates~~check ofmark if the ~~Registrant~~registrant onis ~~November 30, 2022 was $1,438,853 based on~~ a ~~market~~well-known ~~price~~seasoned ~~of $0.031per share. For the purposes of this computation~~issuer, ~~all~~as ~~executive~~defined ~~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 ~~fact,~~Rule ~~affiliates~~405 of the ~~Registrant~~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 ☒

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, 2023 was $970,482 based on a market price of $0.0225 per share. For the purposes of this computation, all 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 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.

~~100~~125,~~974~~224,373 shares of common stock issued & outstanding as of ~~September~~October 2217, ~~2023~~2024.

DOCUMENTS INCORPORATED BY REFERENCE

None.

TABLE OF CONTENTS

Item 1. Business	4
Item 1A. Risk Factors	9
Item 2. Properties	12
Item 3. Legal Proceedings	12
Item 4. Mine Safety Disclosures	12
Item 5. Market for Common Equity and Related Stockholder Matters	12
Item 6. Selected Financial Data	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 8. Financial Statements and Supplementary Data	17
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	18
Item 9A (T). Controls and Procedures	18
Item 9B. Other Information	19
Item 10. Directors, Executive Officers and Corporate Governance	19
Item 11. Executive Compensation	26
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 14. Principal Accountants Fees and Services	29
Item 15. Exhibits, Financial Statement Schedules	30

~~PART~~TABLE IOF CONTENTS

Item 1. Business 5 Item 1A. Risk Factors 13 Item 2. Properties 16 Item 3. Legal Proceedings 16 Item 4. Mine Safety Disclosures 16 Item 5. Market for Common Equity and Related Stockholder Matters 16 Item 6. Selected Financial Data 18 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 18 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 21 Item 8. Financial Statements and Supplementary Data 21

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.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	22

Item 9A (T). Controls and Procedures	22

Item 9B. Other Information	23

Item 10. Directors, Executive Officers and Corporate Governance	23

Item 11. Executive Compensation	30

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	32

Item 13. Certain Relationships and Related Transactions, and Director Independence	33

Item 14. Principal Accountants Fees and Services	33

Item 15. Exhibits, Financial Statement Schedules	34

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.

On July 19, 2023, Wolverine entered into a Second 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 Frog Property located in Labrador, Canada. Under the terms of the Second Amendment of the Purchase Agreement 24,000,000 common shares of Wolverine were issued to Rich at a deemed price of $0.04 per share and 12,000,000 Wolverine common shares held by each of Bruce Costerd and Luke Rich were cancelled.

~~The~~PART Company also holds a 90% interest in the Cache River Property located in Labrador, Canada consisting of a total of 53 mineral claims and an area of 1320 hectares (3,262 acres). The Company is not currently conducting any exploration on the Cache River Property.I

WeItem ~~have not yet determined whether the Frog Property or the Cache River Property contain mineral reserves that are economically recoverable~~1. Business

~~Our~~This ~~Current~~annual ~~Business~~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.

WeAlthough ~~are~~we anbelieve ~~exploration~~that ~~stage~~the ~~mining~~expectations ~~company~~reflected ~~engaged~~ in the ~~identification,~~forward-looking ~~acquisition,~~statements ~~and~~are ~~exploration~~reasonable, ofwe ~~metals~~cannot ~~and~~guarantee ~~minerals~~future ~~with~~results, alevels ~~focus~~of onactivity, ~~base~~performance ~~and~~or ~~precious metals~~achievements. ~~Our~~Except ~~current~~as ~~operational~~required ~~focus~~by isapplicable ~~to raise sufficient funds to continue exploration activities on our properties in Labrador~~law, ~~Canada,~~including ~~known as~~ the ~~Frog~~securities ~~Property~~laws ~~and~~of the ~~Cache~~United ~~River~~States, ~~Property.~~we Wedo not intend to ~~conduct~~update ~~further~~any ~~exploration~~of ~~activities on~~ the ~~properties~~forward-looking instatements ~~2023. We expect~~ to ~~review~~conform ~~other~~these ~~potential~~statements ~~exploration projects from time~~ to ~~time~~actual ~~as they are presented to us~~results.

Our ~~business~~financial isstatements ~~conducted by independent contractors all of which~~ are ~~officers~~stated ~~and/or~~in ~~directors~~United ofStates ~~the~~Dollars ~~Company.~~(US$) ~~As of May 31, 2023, the company had one full-time consultant, Bruce Costerd, the CEO~~ and aare ~~director~~prepared ofin ~~the~~accordance Company. The Company also has two consultants engaged on a non-exclusive, part time basis, Richard Haderer, the CFO and a director of the Company and Luke Rich, a director of the Company. Our business plan does not anticipate that we will hire a large number of employees or that we will require extensive office space. We have to date, and plan to continue to acquire most of the industry and geological expertise we require through third party contractual relationships with ~~other~~United ~~companies,~~States ~~which~~generally ~~will~~accepted ~~act~~accounting ~~as operators of our various interests~~principles. Although this exposes us to certain risks on behalf of those operators, it also allows us to participate in the often, unique experience and knowledge that local persons have related to certain properties.

~~The~~In ~~Company's~~this ~~objective~~annual ~~for~~report, ~~the~~unless ~~next~~otherwise ~~twelve~~specified, ~~months~~all ondollar ~~the~~amounts ~~Frog~~are ~~Property~~expressed isin ~~that~~United ~~additional~~States ~~magnetics~~Dollars beand ~~completed~~all ~~expanding~~references onto ~~the~~"common ~~current~~shares" ~~grid~~refer to the ~~north~~common ~~and~~shares ~~south of anomalous readings encountered~~ in ~~2022.~~our ~~This~~capital will be completed in fall 2023, at which time prospecting should be completed expanding the 2021 range of coverage focusing on the large magnetic anomaly in the area as it extends beyond the valley bottom to the steep valley ridges where it is more likely to encounter outcroppingsstock.

WeAs ~~have~~used ~~suffered~~in ~~recurring~~this ~~losses~~annual ~~from~~report, ~~operations and anticipate generating losses for~~ the ~~foreseeable~~terms ~~future.~~"we", ~~The~~"us", ~~continuation of~~ "our ~~business is dependent upon obtaining further financing~~company", ~~completing a successful program of exploration and/or development~~"Wolverine", ~~and,~~mean ~~finally,~~Wolverine ~~achieving~~Resources ~~a profitable level of operations~~Corp., ~~The issuance of additional equity securities by us could result in~~ a ~~significant~~Nevada ~~dilution in the equity interests of our current stockholders. Obtaining commercial loans~~corporation, ~~assuming~~unless ~~those~~otherwise ~~loans would be available, will increase our liabilities and future cash commitments~~indicated.

~~There~~Corporate 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.History

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

~~Summary~~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.

~~Since~~On weFebruary ~~began~~28, ~~operations in 2006~~2022, the Company ~~has~~entered ~~been~~into ~~focused~~an ~~primarily~~agreement on("Agreement") ~~the~~with ~~exploration~~86835 ~~for~~Newfoundland ~~and~~& ~~development~~Labrador ofCorp. ~~base~~("86835"), ~~and~~a ~~precious~~non-arm's ~~metal~~length ~~properties~~party, ~~located~~to inacquire ~~North~~a ~~America.~~40% ~~The~~interest ~~Company~~in ~~has~~the ~~two~~Frog ~~mineral~~Property ~~properties~~(the "Property") located in Labrador, Canada,. Under the ~~Frog~~terms ~~Property~~of ~~and~~the Agreement the ~~Cache~~Company ~~River~~issued ~~Property.~~28,500,000 ~~Currently~~common ~~only~~shares ~~the~~at ~~Frog~~a ~~Property~~deemed isprice ~~material~~of to$0.04 ~~the~~per ~~Company~~share for a purchase price of $1,140,000. The ~~Frog~~deemed ~~Property~~issue isprice atof the ~~exploration~~acquisition ~~stage~~was ~~and~~determined ~~there~~based ~~are~~on noan ~~mineral~~equivalent ~~resources~~price orper ~~mineral~~share ~~reserves~~for a concurrent financing. ~~Wolverine~~For isaccounting purposes, the ~~operator~~acquisition had a fair value $2,850,000 and a fair value of $0.10 per share based upon the ~~Frog~~closing ~~Property~~market price of Wolverine on February 28, 2022.

586835 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.

On July 19, 2023, Wolverine entered into a Second 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 Frog Property ~~Description~~located in Labrador, Canada. Under the terms of the Second Amendment of the Purchase Agreement 24,000,000 common shares of Wolverine were issued to Rich at a deemed price of $0.04 per share and ~~Location~~12,000,000

~~Figure 1: Location Map~~5

~~The~~Wolverine ~~Frog~~common ~~Property~~shares isheld 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~~each ~~Bay Nickel Company Ltd., a subsidiary~~ of ~~Vale~~Bruce ~~S.A~~Costerd ~~(Figure 1). The Property is centered on latitude 56.02° N~~ and ~~longitude~~Luke ~~62.24°~~Rich Wwere ~~within the 1:50000 scaled National Topographic System ("NTS") map sheets 13M16 and 14D01~~cancelled.

6The Company also holds a 90% interest in the Cache River Property located in Labrador, Canada consisting of a total of 53 mineral claims and an area of 1320 hectares (3,262 acres). The Company is not currently conducting any exploration on the Cache River Property.

~~Figure~~We 2:have not yet determined whether the Frog Property ~~Mineral~~or ~~Licence~~the ~~Map~~Cache ~~and~~River ~~Topography~~Property contain mineral reserves that are economically recoverable.

~~The~~Our ~~Property~~Current 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 follows on Table 1.Business

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

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 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 2024. We expect to review other potential exploration projects from time to time as they are presented to us.

~~Table~~Our 1:business ~~List~~is conducted by independent contractors all of ~~Mineral~~which ~~Licences~~are officers and/or directors of the Company. As of May 31, 2024, the company had one full-time consultant, Bruce Costerd, the CEO and a director of the Company. The Company also has two consultants engaged on a non-exclusive, part time basis, Richard Haderer, the CFO and a director of the Company and Luke Rich, a director of the Company. Our business plan does not anticipate that we will hire a large number of employees or that we will require extensive office space. We have to date, and plan to continue to acquire most of the industry and geological expertise we require through third party contractual relationships with other companies, which will act as operators of our various interests. Although this exposes us to certain risks on behalf of those operators, it also allows us to participate in the often, unique experience and knowledge that local persons have related to certain properties.

~~Exploration~~The ~~Permits~~Company's objective for the next twelve months on the Frog Property is that additional magnetics be completed expanding on the current grid to the north and south of anomalous readings encountered in 2022. This will be completed in fall 2024, at which time prospecting should be completed expanding the 2021 range of coverage focusing on the large magnetic anomaly in the area as it extends beyond the valley bottom to the steep valley ridges where it is more likely to encounter outcroppings.

~~Exploration~~We ~~Permit~~have ~~E230188~~suffered recurring losses from operations and ~~E230214~~anticipate ~~were~~generating ~~granted~~losses byfor the ~~Government~~foreseeable future. The continuation of ~~Newfoundland~~our ~~and~~business ~~Labrador~~is ~~for~~dependent ~~exploration~~upon onobtaining ~~the~~further ~~Frog~~financing, ~~Property~~completing ~~until~~a ~~June~~successful 27program of exploration and/or development, ~~2025~~and, finally, achieving a profitable level of operations. ~~All~~The ~~exploration~~issuance of additional equity securities by us could result in ~~Labrador~~a ~~requires~~significant ~~approval~~dilution ~~from~~in the ~~Innu~~equity ~~Nation~~interests asof ~~part~~our ofcurrent ~~the~~stockholders. ~~permitting~~Obtaining ~~process~~commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

~~Mineralization~~There 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.

ToMineral date, no economic mineralization has been discovered on the Property. A total of 23 rock (float) samples were collected and sent to Eastern Analytical Ltd. of Springdale, Newfoundland for multi-element analyses including nickel and copper sulphides as well as rare earth element minerals. Although no economic results for precious metals were found from the laboratory analyses, one sample did contain up to 780 ppm Cu. Elevated iron and depleted sulphur suggests iron (+/-) titanium oxides present likely related to the coincident magnetic high. Properties

7Summary

ItSince ~~was~~we ~~noted~~began ~~that~~operations ~~all~~in of2006, the ~~samples~~Company ~~analyzed~~has ~~contained~~been ~~high~~focused ~~levels~~primarily on the exploration for and development of ~~zirconium~~base ~~averaging~~and ~~562~~precious ~~ppm~~metal Zrproperties (2located in North America.7 ~~times~~The ~~normal~~Company ~~background~~has ~~levels)~~two mineral properties located in Labrador, Canada, the Frog Property and the ~~samples~~Cache ~~were~~River ~~subsequently~~Property. ~~analyzed~~Currently ~~for~~only ~~rare~~the ~~earth~~Frog ~~elements~~Property ~~(REE's)~~is material to the Company. OfThe Frog Property and the 23Cache ~~samples,~~River 13Property ~~were~~is ~~found~~at tothe ~~contain~~exploration ~~total~~stage ~~rare~~and ~~earth~~there ~~elements~~are ~~(TREE)~~no ~~grading~~mineral ~~above~~resources ~~twice~~or ~~normal~~mineral ~~background~~reserves. ~~values~~Wolverine ~~averaging~~is ~~475~~the ~~ppm~~operator ~~TREE~~of +the Y.Frog Property and the Cache River Property.

Preliminary petrographic work on one sample suggests the rock is an iron rich olivine ("fayalite") granite demonstrating textures consistent with chemical disequilibrium and possible hydrothermal alteration. Fayalite granites are unusual rocks commonly associated with anorthosite-magnerite-charnokite-granite (AMCG)-type massifs such as the Nain Igneous Complex. 6

~~Exploration~~Frog ~~History~~Property -Labrador, Canada

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

InFigure ~~February~~1: ~~and~~Location ~~March of 2022, the Company completed a ground magnetometer survey on the Property. A total of~~Map

~~28.5~~The ~~line~~Frog Property is located approximately 70 kilometres west-kmnorthwest of ~~surveying~~the ~~was~~town ~~completed~~of onNatuashish 30and -65 ~~100~~kilometres msouthwest ~~spaced~~of ~~lines~~the ~~encompassing~~town anof ~~area~~Nain, Labrador, situated 30 kilometres south of ~~350~~the ~~ha.~~Voisey's ~~The~~Bay ~~survey~~nickel, ~~was~~copper, ~~completed~~and cobalt deposit operated by ~~indigenous~~Voisey's ~~workers~~Bay ~~employed~~Nickel byCompany ~~86835~~Ltd., ~~using~~a ansubsidiary ~~Overhauser~~of ~~GEM~~Vale ~~GSM-19~~S.A ~~Magnetometer~~(Figure 1). The ~~survey~~Property ~~expanded~~is centered on alatitude ~~preliminary~~56.02° ~~survey~~N ~~completed~~and ~~late~~longitude in62.24° ~~2021~~W within the 1:50000 scaled National Topographic System ("NTS") map sheets 13M16 and 14D01.

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.7

InFigure ~~the~~2: ~~fall~~Frog ofProperty ~~2022~~Mineral anLicence ~~exploration~~Map ~~program~~and ~~was completed which consisted of prospecting in an area of strong magnetics delineated by a ground magnetics survey completed earlier in the year.~~Topography

~~Recommendations~~The Property is 60% owned by Rich Resources Inc. of Natuashish, NL, an Innu owned private corporation and 40% owned by Wolverine. The Property currently consists of 5 contiguous mineral licences composed of 215 claims encompassing 5,375 ha (16,185 acres) (Figure 2). A complete listing of mineral licences comprising the Frog Property follows on Table 1.

In the author's opinion, the 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.

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

ItTable is1: ~~recommended~~List ~~that~~of ~~airborne~~Mineral 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.Licences

~~The~~Exploration area of the strong magnetic anomaly 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, focusing on both radiometric and magnetic anomalies.Permits

ItExploration isPermit ~~estimated~~E230188 ~~that~~and ~~the~~E230214 ~~next~~were ~~phase~~granted by the Government of Newfoundland and Labrador for exploration ~~would~~on ~~cost~~the ~~$152~~Frog Property until June 27,~~000,~~ as2025. ~~itemized~~All exploration in ~~Table~~Labrador 4requires approval from the Innu Nation as part of the permitting process.

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

Mineralization

8To date, no economic mineralization has been discovered on the Property. A total of 23 rock (float) samples were collected and sent to Eastern Analytical Ltd. of Springdale, Newfoundland for multi-element analyses including nickel and copper sulphides as well as rare earth element minerals. Although no economic results for precious metals were found from the laboratory analyses, one sample did contain up to 780 ppm Cu. Elevated iron and depleted sulphur suggests iron (+/-) titanium oxides present likely related to the coincident magnetic high.

~~Subsidiaries~~It was noted that all of the samples analyzed contained high levels of zirconium averaging 562 ppm Zr (2.7 times normal background levels) and the samples were subsequently analyzed for rare earth elements (REE's). Of the 23 samples, 13 were found to contain total rare earth elements (TREE) grading above twice normal background values averaging 475 ppm TREE + Y.

~~We do not have any subsidiaries.~~8

~~Intellectual~~Preliminary ~~Property~~petrographic work on one sample suggests the rock is an iron rich olivine ("fayalite") granite demonstrating textures consistent with chemical disequilibrium and possible hydrothermal alteration. Fayalite granites are unusual rocks commonly associated with anorthosite-magnerite-charnokite-granite (AMCG)-type massifs such as the Nain Igneous Complex.

WeInternal doControls ~~not own, either legally or beneficially, any patent or trademark.~~Disclosure

~~REPORTS~~The TOCompany ~~SECURITY~~has ~~HOLDERS~~only conducted preliminary exploration work on the Frog Property. The Company will establish internal control procedures once active exploration activities on the Frog Property commence.

WeExploration 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.History

~~The~~In ~~public may read and copy any materials filed by us with~~ the ~~SEC~~fall atof ~~the SEC's Public Reference Room at 100 F Street~~2021, ~~NE,~~86835 ~~Washington~~completed DCan ~~20549.~~initial ~~The~~exploration ~~public~~program ~~may obtain information~~ on the ~~operation~~Property consisting 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~~prospecting, ~~proxy~~rock ~~and information statements~~geochemistry, and ~~other~~ground ~~information regarding issuers that file electronically with the SEC~~magnetics. ~~The Internet address of the site is http://www.sec.gov.~~

~~Item~~In 1AFebruary and March of 2022, the Company completed a ground magnetometer survey on the Property. ~~Risk~~A ~~Factors~~total of

~~Much~~28.5 line-km of ~~the~~surveying ~~information~~was ~~included~~completed inon ~~this~~30 ~~annual~~- ~~report~~100 ~~includes~~m orspaced islines ~~based~~encompassing ~~upon~~an ~~estimates,~~area ~~projections~~of or350 ~~other "forward looking statements"~~ha. ~~Such~~The ~~forward-looking~~survey ~~statements~~was ~~include~~completed ~~any~~by ~~projections~~indigenous ~~and~~workers ~~estimates~~employed ~~made~~ by us86835 ~~and~~using ~~our~~an ~~management~~Overhauser inGEM ~~connection~~GSM-19 ~~with our business operations~~Magnetometer. ~~While~~The ~~these~~survey ~~forward-looking~~expanded ~~statements,~~on ~~and~~a ~~any~~preliminary ~~assumptions~~survey ~~upon~~completed ~~which~~late ~~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 herein2021.

~~Such~~Although ~~estimates,~~several ~~projections~~small oranomalous ~~other~~bodies ~~"forward~~were ~~looking~~delineated ~~statements"~~in ~~involve~~the ~~various~~eastern ~~risks~~portion ~~and~~of ~~uncertainties~~the asgrid, ~~outlined~~a ~~below.~~strongly Wemagnetic ~~caution~~body ~~the~~was ~~reader~~outlined ~~that~~extending ~~important~~1.4 ~~factors~~km inthrough ~~some~~the ~~cases~~western ~~have~~portion ~~affected~~of the grid and, inis ~~the~~open ~~future,~~to ~~could~~the ~~materially~~north ~~affect~~and ~~actual~~south. ~~results~~This ~~and~~magnetic ~~cause~~feature ~~actual~~is ~~results~~180 to ~~differ~~360 ~~materially~~m ~~from~~wide ~~the~~and ~~results~~shows ~~expressed~~a insharp ~~any~~contrast ~~such~~of ~~estimates~~up to 20,000 ~~projections~~nT orbetween ~~other~~the ~~"forward~~anomaly ~~looking~~and ~~statements"~~country rock.

IfIn wethe dofall ~~not~~of ~~obtain~~2022 ~~additional~~an ~~financing,~~exploration ~~the~~program ~~business~~was ~~plan~~completed ~~will~~which ~~fail~~consisted of prospecting in an area of strong magnetics delineated by a ground magnetics survey completed earlier in the year.

Our current operating funds are insufficient to complete the next phases of our proposed exploration program on our Labrador mineral claims. We will need to obtain additional financing in order to complete our business plan and our proposed exploration program. Our business plan calls for significant expenses in connection with the exploration of the Labrador Claims. We have not made arrangements to secure any additional financing.Recommendations

~~Because~~In wethe ~~have~~author's ~~only~~opinion, ~~recently~~the ~~commenced~~Frog ~~business~~Property ~~operations,~~is ~~we face~~ a ~~high~~property ~~risk~~ of ~~business~~merit ~~failure~~ and ~~this~~additional ~~could~~exploration ~~result~~should intarget aboth ~~total~~the ~~loss~~source of ~~your~~the ~~investment~~magnetic anomaly and the areas suspected to contain rare earth mineralization.

WeIt ~~are~~is ~~not~~recommended ~~currently~~that ~~conducting~~airborne ~~any~~magnetics ~~exploration~~ and ~~are~~radiometrics insurveys ~~the initial stages of exploration of the Labrador Claims, and thus have no way to evaluate the likelihood whether our company will~~ be ~~able~~completed toover 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~~Property. WeRare ~~have~~earth ~~not~~mineralization ~~earned~~is ~~any~~generally ~~revenues~~associated 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~~uranium ~~exploration~~mineralization ~~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~~radiometrics ~~costs~~should ~~and~~define ~~expenses~~promising ~~that~~areas ~~may~~for ~~exceed~~follow-up ~~current estimates~~examination. 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.

9The area of the strong magnetic anomaly 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, focusing on both radiometric and magnetic anomalies.

~~Because our company has only recently commenced business operations, we expect to incur operating losses for the foreseeable future.~~9

~~Our~~It ~~company~~is ~~has~~estimated ~~never~~that ~~earned~~the ~~any~~next ~~revenue~~phase ~~and~~of ~~our company has never been profitable. Prior to completing~~ exploration onwould ~~the~~cost ~~Labrador Claims~~$152, ~~we may incur increased operating expenses without realizing any revenues from the Labrador Claims~~000, ~~this~~as ~~could~~itemized ~~cause~~in ~~our~~Table ~~company to fail and you will lose your entire investment~~4.

If we do not find a joint venture partner for the continued development of our mineral claims, we may not be able to advance exploration work.

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
Table 4: Recommended	Budget - Frog Property	$	152,000

IfCache ~~the~~River ~~results~~Property ~~of the exploration program are successful, we may try to enter into a joint venture agreement with a partner for the further exploration and possible production of the~~ -Labrador Claims. Our company would face competition from other junior mineral resource exploration companies who have properties that they deem to be attractive in terms of potential return and investment cost. In addition, if our company entered into a joint venture agreement, our company would likely assign a percentage of our interest in the Labrador Claims to the joint venture partner. If our company is unable to enter into a joint venture agreement with a partner, our company may fail and you may lose your entire investment.Canada

~~Because~~Property ofDescription ~~the speculative nature of mineral property exploration, there is substantial risk that no commercially viable deposits will be found~~ and ~~our business will fail.~~Location

~~Exploration~~The ~~for~~Cache ~~base~~River ~~and~~Property ~~precious metals~~ is alocated ~~speculative~~about ~~venture~~120 ~~involving~~kilometres ~~substantial~~(75 ~~risk.~~miles) Wewest ~~can~~of ~~provide~~Goose ~~investors~~Bay, ~~with no assurance that the~~ Labrador, ~~Claims~~a ~~contain~~small ~~commercially~~town ~~viable~~of ~~mineral~~9,000 ~~deposits.~~people ~~The exploration program that our company will conduct~~ on the ~~Labrador~~Atlantic ~~Claims~~Coast ~~may not result in the discovery~~ of ~~commercial~~northern ~~viable mineral deposits~~Canada. ~~Problems~~It ~~such~~takes asapproximately ~~unusual~~one 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,~~half weto ~~may~~two behours ~~unable~~ to ~~complete~~drive ~~our~~to ~~business~~the ~~plan~~Cache ~~and~~River ~~you~~Property ~~could~~from ~~lose~~Goose ~~your entire investment~~Bay.

~~Because~~The ofCache ~~the~~River ~~inherent~~Property ~~dangers~~lie ~~involved~~within inNTS ~~base~~map sheets 13E/01 and ~~precious~~13F/04 ~~metal~~and ~~exploration,~~extends ~~there~~approximately isfrom a53o ~~risk~~11' ~~that~~08'' ~~our~~N ~~company~~latitude ~~may~~and ~~incur~~62o ~~liability~~11' or56'' ~~damages~~W aslongitude weto ~~conducts~~53o ~~our~~06' ~~business~~34'' N latitude and 61o 57' 02'' W longitude.

~~The~~Goose ~~search~~Bay ~~for~~features ~~base~~an ~~and~~international ~~precious metals involves numerous hazards~~airport. AsFrom ~~a result~~there, ~~our~~the ~~company~~Cache ~~may~~River ~~become~~Property ~~subject~~can tobe ~~liability~~accessed ~~for~~directly ~~such~~from ~~hazards,~~the ~~including~~Trans-Labrador ~~pollution,~~Highway. ~~cave-ins~~The ~~and~~Cache ~~other~~River ~~hazards~~Property ~~against~~are ~~which~~easily weaccessible ~~cannot~~by ~~insure~~the orTrans-Labrador ~~against~~Highway, which weruns ~~may~~through ~~elect~~the ~~not~~central toportion ~~insure.~~of ~~Our~~the ~~company~~Cache ~~currently~~River ~~has~~Property. noThe ~~such~~Trans-Labrador ~~insurance~~Highway ~~nor~~is doa wewell-maintained ~~expect~~Provincial toHighway ~~get~~with ~~such~~a ~~insurance~~gravel insurface. ~~the~~There ~~foreseeable~~are ~~future.~~no Ifgas astations ~~hazard~~between ~~were~~Goose toBay ~~occur~~and Churchill Falls, the ~~costs~~next ofmajor ~~rectifying~~community ~~the~~located ~~hazard~~290 ~~may~~kilometres ~~exceed~~(180 ~~our~~miles) ~~asset~~to ~~value~~the ~~and~~west ~~cause~~of ~~our~~Goose ~~company~~Bay toand ~~liquidate~~160 ~~all~~kilometres of(105 ~~our~~miles) ~~assets~~to ~~resulting in~~ the ~~loss~~west of ~~your~~the ~~entire~~Labrador ~~investment~~Claims.

~~Because~~Access ~~access~~to the Cache River Property is possible for most of the year given the proximity to ~~our~~Goose ~~company's~~Bay ~~mineral~~and ~~claims~~the fact that the highway is ~~often~~well ~~restricted~~maintained. byAirborne ~~inclement~~geophysical ~~weather,~~surveys weare ~~will~~best beperformed ~~delayed~~either in ~~exploration~~late winter (March-April) or during the summer (June-August). Ground geophysical surveys should be scheduled to avoid freeze-up (November- December) and ~~any~~breakup ~~future~~(late ~~mining~~April ~~efforts~~to early June). Ground geological surveys are best conducted with no snow cover (mid June to mid November).

Access to the Labrador mineral claims is restricted to the period between May and November of each year due to snow in the area. As a result, any attempts to visit, test, or explore the property are largely limited to these few months of the year when weather permits such activities. These limitations can result in significant delays in exploration efforts, as well as mining and production in the event that commercial amounts of minerals are found. Such delays can result in our company's inability to meet deadlines for exploration expenditures as defined by the Province of Newfoundland and Labrador. This could cause the business venture to fail and the loss of your entire investment unless our company can meet the deadlines.10

AsFigure ~~our~~1. ~~company~~Cache ~~undertakes~~River ~~exploration~~Property ~~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.~~Location

~~There~~Description ~~are several governmental regulations that materially restrict the exploration~~ of minerals. Our company will be subject to 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 planned exploration program budgets for regulatory compliance, there is a risk that new regulations could increase our time and costs of doing business and prevent our company from carrying out our exploration program.Claims

10The Cache River Property consists of a total of 35 mineral claims of which 6 claims are held under Licence 013472M and an additional 29 claims and are held under Licenses 031643M as described in the table below. A layout of the claims is shown in Figure 2 below.

Because market factors in the mining business are out of our control, our company may not be able to market any minerals that may be found.

Summary of the Claims

Number	# of Claims	NTS	Area	Good to Date
			(hectares)
013472M	6	13F/04	150	05-17-2027
031643M	29	13F/04	725	12-13-2025

~~The~~In ~~mining~~the ~~industry,~~Province inof ~~general,~~Newfoundland ~~is intensely competitive~~ and weLabrador ~~can~~a ~~provide~~mineral noclaim ~~assurance~~consists toof ~~investors even if minerals are discovered that~~ a ~~ready~~25-hectare ~~market~~square ~~will~~measuring ~~exist~~500 ~~from~~meters ~~the~~per ~~sale of any base or precious metals found~~side. ~~Numerous~~A ~~factors~~single ~~beyond~~license ~~our~~can ~~control~~contain ~~may~~from ~~affect~~one ~~the~~to ~~marketability~~256 ~~of base or precious metals~~claims. ~~These~~The ~~factors~~claims ~~include~~are ~~market~~unencumbered ~~fluctuations, the proximity~~ and ~~capacity~~in ofgood ~~natural~~standing ~~resource markets~~ and ~~processing~~there ~~equipment,~~are ~~government~~no ~~regulations,~~third-party ~~including~~conditions ~~regulations~~which ~~relating~~affect tothe ~~prices,~~claims ~~taxes,~~other ~~royalties,~~than ~~land~~conditions ~~tenure,~~defined ~~land~~by ~~use,~~the ~~importing~~Province ~~and exporting~~ of ~~minerals~~Newfoundland and ~~environmental~~Labrador ~~protection~~described below. The ~~exact~~claims ~~effect~~together ofmake ~~these~~up ~~factors~~an ~~cannot~~aggregate bearea ~~accurately~~of ~~predicted,~~875 ~~but~~hectares. ~~the~~We ~~combination~~have ofno ~~these~~insurance ~~factors~~covering ~~may~~the ~~result~~claims. inManagement ~~our~~believes ~~company~~that ~~not~~no ~~receiving~~insurance anis ~~adequate~~necessary ~~return~~since onthe ~~invested~~claims ~~capital~~are unimproved and ~~you~~contain ~~may~~no ~~lose~~buildings ~~your~~or ~~entire investment~~improvements.

~~Because our company holds a significant portion of our cash reserves in United States dollars, we may experience weakened purchasing power in Canadian dollar terms.~~11

~~Our~~Figure ~~company~~2 ~~holds~~Cache aRiver ~~significant~~Property ~~portion~~Claims of our cash reserves in United States dollars. Due to foreign exchange rate fluctuations, the value of these United States dollar reserves can result in both translation gains or losses in Canadian dollar terms. If there was to be a significant decline in the United States dollar versus the Canadian Dollar, our USdollar purchasing power in Canadian dollars would also significantly decline. Our company has not entered into derivative instruments to offset the impact of foreign exchange fluctuations.Location

~~Our~~There ~~auditors~~is ~~have~~no ~~expressed~~assurance ~~substantial~~that ~~doubt~~a ~~about~~commercially ~~our~~viable ~~company's~~mineral ~~ability~~deposit toexists ~~continue~~on the Cache River Property. Further exploration will be required before an evaluation as to the economic feasibility of the Cache River Property is determined. Our consulting geophysicist has written a ~~going~~report ~~concern~~and provided us with recommendations of how we should explore the property. Until management can validate otherwise, the property is without known reserves.

~~The~~Exploration 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.Permits

~~Our~~Exploration ~~stock~~Permit isE220178 awas ~~penny~~granted ~~stock.~~by ~~Trading~~the Government of ~~our~~Newfoundland ~~stock~~and ~~may~~Labrador befor ~~restricted~~exploration byon the ~~SEC's~~Cache ~~penny~~River ~~stock~~Property ~~regulations~~until ~~which~~November ~~may~~17, ~~limit~~2023. The Company will be applying for a ~~stockholder's~~new ~~ability~~permit tofor ~~buy~~the ~~and~~2024 ~~sell~~exploration. ~~our~~All ~~stock~~exploration in Labrador requires approval from the Innu Nation as part of the permitting process.

Our stock is a penny stock. The Securities 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 share, subject to certain exceptions. Our securities are covered by the penny stock rules, 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 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a 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-dealer 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.Mineralization

~~OTC~~Mineral ~~Markets~~occurrences discovered to date on the Cache River property consists of disseminated copper +/- gold mineralization occurring within Grenvillian gneisses exposed along a 20-30 kilometer section the Trans Labrador Highway in south central Labrador. Mineralization observed consists largely of disseminated and stringer chalcopyrite, pyrite and pyrrhotite hosted within medium to dark grey, strongly foliated metasedimentary gneisses. Some mineralization appears to be associated with strongly deformed mafic intrusive or extrusive rocks. Prospecting results include a high of 6.4% copper and 108 ppb gold from a grab sample. Best results from diamond drilling in 2010 include 21 meters grading 0.04% copper. The highest grade intersection was from CR1-05-11 which returned 0.49% copper and 427 ppb gold over 0.50 m. While work to date has ~~placed~~failed to outline a ~~"Shell~~significant ~~Risk"~~deposit, ~~identifier~~the onfact remains that outside of the ~~Company~~immediate area of the roadside exposures, very little has been done, and the area in general remains largely unexplored. Mineral exploration in the region surrounding the Cache River property is limited to potentially significant Rare Earth Element (REE) mineralization discovered in 2006 at Pope's ~~page~~Hill, on30 ~~OTC~~kilometers ~~Markets~~east ~~website~~of the Cache River property; and by iron bearing river sands in the Lower Churchill River Valley. These items, and others, will be discussed under Adjacent Properties Section.

OTC Markets has placed a "Shell Risk" identifier on the Company's page on OTC Markets website. The Company is not in agreement that it is a "Shell Company" as defined in Rule 12b-2 of the Exchange Act due to the operations conducted by the Company in the past few years in the technology sector, and that such operations have been more than nominal. If advisable or beneficial for the Company or its shareholders, the Company may elect to pursue the appeal process with OTC Markets to have the "Shell Risk" identifier removed.12

11Internal Controls Disclosure

~~Item~~The ~~1B.~~Company ~~Unresolved~~has ~~Staff~~not ~~Comments~~conducted any exploration on the Cache River Property since 2012 The Company will establish internal control procedures once active exploration activities resume on the Cache River Property are underway.

~~None.~~Subsidiaries

~~Item~~We 2do not have any subsidiaries. ~~Properties~~

WeIntellectual do not own any real property. Our principal business offices are located at #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.Property

~~Item~~We ~~3. Legal~~do ~~Proceedings~~not own, either legally or beneficially, any patent or trademark.

~~Other~~REPORTS ~~than~~TO asSECURITY ~~set out below, our company is not a party to any pending legal proceeding and no legal proceeding is contemplated or threatened as of the date of this annual report.~~HOLDERS

~~Item~~We 4are 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. ~~Mine~~ ~~Safety~~We ~~Disclosures~~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.

~~Not~~The ~~applicable~~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.

~~PART~~Item II1A. Risk Factors

~~Item~~Much 5of the information included in this annual report includes or is based upon estimates, projections or other "forward looking statements". ~~Market~~ ~~for~~Such ~~Common~~forward-looking ~~Equity~~statements include any projections and ~~Related~~estimates ~~Stockholder~~made ~~Matters~~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.

~~Public~~Such ~~Market~~estimates, ~~for~~projections ~~Common~~or ~~Stock~~other "forward looking statements" involve various risks and uncertainties as outlined below. We caution the reader that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other "forward looking statements".

~~Our~~If ~~stock~~we isdo ~~quoted~~not onobtain ~~the~~additional ~~OTC~~financing, ~~Pink~~the ~~under~~business ~~the~~plan ~~symbol~~will ~~WOLV~~fail.

~~Stockholders~~Our current operating funds are insufficient to complete the next phases of our proposed exploration program on our Labrador mineral claims. We will need to obtain additional financing in order to complete our business plan and our proposed exploration program. Our ~~Common~~business ~~Shares~~plan calls for significant expenses in connection with the exploration of the Labrador Claims. We have not made arrangements to secure any additional financing.

AsBecause ofwe ~~the~~have ~~date~~only ofrecently ~~this~~commenced ~~annual~~business ~~report~~operations, we ~~have~~face ~~261~~a ~~registered~~high ~~shareholders~~risk of business failure and this could result in a total loss of your investment.

~~Stock~~We ~~Option~~are ~~Grants~~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 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 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.

~~No stock options were granted during the year ended May 31, 2023.~~13

~~Warrants~~Because our company has only recently commenced business operations, we expect to incur operating losses for the foreseeable future.

WeOur ~~have~~company ~~not~~has ~~issued~~never earned any revenue and doour ~~not~~company ~~have~~has ~~any~~never ~~outstanding~~been ~~warrants~~profitable. Prior to ~~purchase~~completing ~~shares~~exploration ofon the Labrador Claims, we may incur increased operating expenses without realizing any revenues from the Labrador Claims, this could cause our ~~common~~company ~~stock~~to fail and you will lose your entire investment.

~~Dividends~~If we do not find a joint venture partner for the continued development of our mineral claims, we may not be able to advance exploration work.

~~There~~If the results of the exploration program are nosuccessful, ~~restrictions~~we inmay ~~our~~try ~~articles~~to enter into a joint venture agreement with a partner for the further exploration and possible production of ~~incorporation~~the orLabrador ~~bylaws~~Claims. ~~that~~Our ~~prevent~~company uswould face competition from ~~declaring~~other ~~dividends.~~junior ~~The~~mineral ~~Nevada~~resource ~~Revised~~exploration ~~Statutes,~~companies ~~however~~who have properties that they deem to be attractive in terms of potential return and investment cost. In addition, doif ~~prohibit~~our uscompany ~~from~~entered ~~declaring~~into ~~dividends~~a ~~where~~joint venture agreement, ~~after~~our ~~giving~~company ~~effect~~would tolikely ~~the~~assign ~~distribution~~a percentage of our interest in the ~~dividend:~~Labrador Claims to the joint venture partner. If our company is unable to enter into a joint venture agreement with a partner, our company may fail and you may lose your entire investment.

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.

Because of the speculative nature of mineral property exploration, there is substantial risk that no commercially viable deposits will be found and our business will fail.

Exploration for base and precious metals is a speculative venture involving substantial risk. We ~~have~~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 ~~declared~~result ~~any~~in ~~dividends,~~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 domay ~~not~~be ~~plan~~unable to ~~declare~~complete ~~any~~our ~~dividends~~business inplan ~~the~~and ~~foreseeable~~you ~~future~~could lose your entire investment.

~~Securities~~Because ~~Authorized~~of ~~for~~the ~~Issuance~~inherent ~~Under~~dangers ~~Equity~~involved ~~Compensation~~in ~~Plans~~base and precious metal exploration, there is a risk that our company may incur liability or damages as we conducts our business.

OnThe ~~May~~search ~~28,~~for ~~2010~~base ~~our~~and ~~directors~~precious ~~approved~~metals ~~the~~involves ~~adoption~~numerous ofhazards. ~~our~~As ~~2010~~a ~~Stock~~result, ~~Plan which permits~~ our company tomay ~~issue~~become upsubject to ~~257,363~~liability ~~shares~~for ofsuch ~~our~~hazards, ~~common~~including ~~stock~~pollution, cave-ins and ~~257,363~~other ~~options~~hazards toagainst ~~acquire~~which ~~shares~~we ofcannot ~~common~~insure ~~stock,~~or toagainst ~~directors,~~which ~~officers,~~we ~~employees~~may ~~and~~elect ~~consultants~~not ofto ~~our~~insure. Our company ~~upon~~currently ~~the~~has ~~grant~~no ofsuch ~~stock~~insurance ornor ~~the~~do ~~exercise~~we ofexpect ~~stock~~to ~~options~~get ~~granted~~such ~~under~~insurance in the ~~2010~~foreseeable ~~Plan~~future. AsIf ata ~~May~~hazard ~~31,~~were ~~2023~~to occur, ~~there~~the ~~were~~costs ~~none~~of ~~issued~~rectifying the hazard may exceed our asset value and cause our company to liquidate all of our assets resulting in the loss of your entire investment.

12Because access to our company's mineral claims is often restricted by inclement weather, we will be delayed in exploration and any future mining efforts.

~~Transfer~~Access ~~Agent~~to the Labrador mineral claims is restricted to the period between May and November of each year due to snow in the area. As a result, any attempts to visit, test, or explore the property are largely limited to these few months of the year when weather permits such activities. These limitations can result in significant delays in exploration efforts, as well as mining and production in the event that commercial amounts of minerals are found. Such delays can result in our company's inability to meet deadlines for exploration expenditures as defined by the Province of Newfoundland and Labrador. This could cause the business venture to fail and the loss of your entire investment unless our company can meet the deadlines.

~~Our~~As ~~common~~our ~~shares~~company ~~are~~undertakes ~~issued~~exploration inof ~~registered~~the ~~form.~~Labrador ~~Empire~~Claims, ~~Stock~~we ~~Transfer,~~will ~~Inc.~~be ~~Telephone:~~subject ~~(702)~~to ~~818-5898;~~compliance ~~Facsimile:~~with ~~(702)~~government ~~974-1444~~regulation isthat may increase the ~~registrar~~anticipated time and ~~transfer~~cost ~~agent~~of ~~for~~its ~~our~~exploration ~~common shares~~program.

~~As of September 22, 2023, we have 261 registered stockholders and 100,974,373 shares of common stock outstanding.~~14

~~Purchase~~There are several governmental regulations that materially restrict the exploration of ~~Equity~~minerals. ~~Securities~~Our bycompany will be subject to the ~~Issuer~~mining laws and ~~Affiliated~~regulations ~~Purchasers~~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 planned exploration program budgets for regulatory compliance, there is a risk that new regulations could increase our time and costs of doing business and prevent our company from carrying out our exploration program.

WeBecause ~~did~~market ~~not~~factors ~~purchase~~in ~~any~~the mining business are out of our ~~shares~~control, ofour ~~common~~company ~~stock~~may ornot ~~other~~be ~~securities~~able ~~during~~to ~~the~~market ~~year~~any ~~ended~~minerals ~~May~~that ~~31,~~may ~~2023~~be found.

~~Recent~~The ~~Sales~~mining industry, in general, is intensely competitive and we can provide no assurance to investors even if minerals are discovered that a ready market will exist from the sale of ~~Unregistered~~any ~~Securities~~base or precious metals found. Numerous factors beyond our control may affect the marketability of base or precious metals. These factors include market fluctuations, the proximity and capacity of natural resource markets and processing equipment, government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in our company not receiving an adequate return on invested capital and you may lose your entire investment.

OnBecause ~~January~~our ~~27,~~company ~~2023,~~holds wea ~~issued~~significant ~~1,250,000~~portion ~~shares~~ of our ~~common~~cash ~~stock~~reserves in aUnited ~~private~~States ~~placement at a purchase price of CDN $0.05 (USD $0.04) raising gross proceeds of CDN $62~~dollars,~~500~~ ~~(USD~~we ~~$49,361).~~may Weexperience ~~have~~weakened ~~issued~~purchasing ~~all~~power ~~of the shares to six (6) non-US persons (as that term is defined~~ in ~~Regulation~~Canadian Sdollar ~~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~~terms.

OnOur ~~January~~company ~~27,~~holds ~~2023,~~a wesignificant ~~issued~~portion ~~7,200,000 shares~~ of our ~~common~~cash ~~stock~~reserves in aUnited ~~private~~States ~~placement~~dollars. atDue ato ~~purchase~~foreign ~~price~~exchange ofrate ~~CDN~~fluctuations, ~~$0.025~~the ~~(USD~~value ~~$0.02)~~of ~~raising~~these ~~gross~~United ~~proceeds~~States ofdollar ~~CDN~~reserves ~~$180,000~~can ~~(USD~~result ~~$133,410).~~in Weboth ~~have~~translation ~~issued~~gains ~~all~~or oflosses ~~the~~in ~~shares~~Canadian todollar ~~thirteen~~terms. ~~(13)~~If ~~non-US~~there ~~persons~~was ~~(as~~to ~~that~~be ~~term~~a issignificant ~~defined~~decline in ~~Regulation~~the SUnited ofStates dollar versus the ~~Securities~~Canadian ~~Act~~Dollar, ofour ~~1933)~~USdollar purchasing power in anCanadian ~~offshore~~dollars ~~transaction~~would ~~relying~~also onsignificantly ~~Regulation~~decline. SOur ~~and/or~~company ~~Section~~has ~~4(2)~~not ofentered ~~the~~into ~~Securities~~derivative ~~Act~~instruments to offset the impact of ~~1933~~foreign exchange fluctuations.

OnOur ~~January~~auditors ~~27,~~have ~~2023,~~expressed wesubstantial ~~issued~~doubt ~~420,000~~about ~~shares of~~ our ~~common~~company's ~~stock~~ability ~~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~~continue ~~(2) U.S. persons (~~as ~~that~~a ~~term~~going ~~is defined in Regulation S of the Securities Act of 1933) relying upon Rule 506 of Regulation D of the Securities Act of 1933~~concern.

OnThe ~~January~~accompanying 27financial statements have been prepared assuming that our company will continue as a going concern. As discussed in Note 1 to the May 31, ~~2023~~2024, wefinancial ~~issued~~statements, ~~450~~our company was incorporated on February 23,~~000~~ ~~shares~~2006, ofand ~~our~~has ~~common~~never ~~stock~~generated ~~pursuant~~any torevenue, ~~debt~~has ~~settlement~~a ~~agreements~~working ~~with~~capital ~~two~~deficiency, ~~(2)~~and ~~individuals~~has incurred operating losses since inception. ~~The~~As ~~deemed~~a ~~price~~result, ofour company's auditor has expressed substantial doubt about the ~~shares~~ability ~~issued~~of ~~was~~our ~~USD~~company ~~$0.002~~to ~~per~~continue ~~share~~as a going concern. WeContinued ~~have~~operations ~~issued~~are ~~all~~dependent ofon ~~securities~~our ability to ~~two~~complete ~~(2)~~equity Uor debt financing or generate profitable operations.S. ~~persons~~Such ~~(as~~financing ~~that~~may ~~term~~not isbe ~~defined~~available inor ~~Regulation~~may Snot ofbe ~~the~~available ~~Securities~~on ~~Act~~reasonable ofterms. ~~1933)~~Our ~~relying~~financial ~~upon~~statements ~~Rule~~do ~~506~~not ofinclude ~~Regulation~~any Dadjustments ofthat ~~the~~may ~~Securities~~result ~~Act~~from the outcome of ~~1933~~this uncertainty.

OnOur ~~January~~stock ~~27,~~is ~~2023,~~a wepenny ~~issued~~stock. ~~5,240,000~~Trading ~~shares~~ of our ~~common~~ stock ~~pursuant~~may tobe ~~debt~~restricted ~~settlement~~by ~~agreements with nine (9) individuals. The deemed price of~~ the ~~shares~~SEC's ~~issued~~penny ~~was~~stock ~~CDN~~regulations ~~$0.025~~which ~~(USD~~may ~~$0.02)~~limit ~~per~~a ~~share.~~stockholder's Weability ~~have issued all of the shares~~ to ~~nine~~buy ~~(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~~sell ~~4(2)~~our ~~of the Securities Act of 1933~~stock.

~~Purchase~~Our ofstock ~~Equity~~is a penny stock. The Securities 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 share, subject to certain exceptions. Our securities are covered by the ~~Issuer~~penny stock rules, 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 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a 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-dealer 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.

~~Wolverine did not purchase any of our shares of common stock or other securities during our fourth quarter of our fiscal year ended May 31, 2023.~~15

~~Item~~OTC ~~6. Selected~~Markets ~~Financial~~has ~~Data~~placed a "Shell Risk" identifier on the Company's page on OTC Markets website.

AsOTC Markets has placed a "~~smaller~~Shell ~~reporting~~Risk" ~~company~~identifier on the Company's page on OTC Markets website. The Company is not in agreement that it is a "Shell Company" as defined in Rule 12b-2 of the Exchange Act due to the operations conducted by the Company in the past few years in the technology sector, weand ~~are~~that ~~not~~such ~~required~~operations have been more than nominal. If advisable or beneficial for the Company or its shareholders, the Company may elect to ~~provide~~pursue the ~~information~~appeal ~~required~~process bywith ~~this~~OTC ~~Item~~Markets to have the "Shell Risk" identifier removed.

Item 71B. ~~Management's~~ ~~Discussion~~Unresolved ~~and~~Staff ~~Analysis of Financial Condition and Results of Operations~~Comments

The 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 reportNone. 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.

13Item 2. Properties

We do not own any real property. Our ~~audited~~principal ~~financial~~business ~~statements~~offices are ~~stated~~located inat ~~United~~#55-11020 ~~States~~Williams ~~Dollars~~Road, ~~and~~Richmond ~~are~~British ~~prepared~~Columbia, inCanada, ~~accordance~~V7A ~~with~~1X8 ~~United~~at ~~States~~a ~~generally~~cost ~~accepted~~of ~~accounting~~CDN ~~principles~~$1,000 per month on a month-to-month basis.

~~Cash~~Item ~~Requirements~~3. Legal Proceedings

~~There~~Other isthan ~~limited~~as ~~historical~~set ~~financial~~out ~~information~~below, ~~about us upon which to base an evaluation of~~ our ~~performance.~~company Weis ~~have~~ not ~~generated~~a ~~any~~party ~~revenues~~to ~~from~~any ~~activities.~~pending Welegal ~~cannot~~proceeding ~~guarantee~~and weno ~~will~~legal beproceeding ~~successful in our business activities. Our business~~ is ~~subject~~contemplated toor ~~risks~~threatened ~~inherent~~as ~~in the establishment~~ of ~~a new business enterprise, including limited capital resources, possible delays in~~ the ~~exploration~~date of ~~our~~this ~~properties,~~annual ~~and possible cost overruns due to price and cost increases in services~~report.

~~Over~~Item ~~the 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~~4. WeMine ~~expect~~Safety ~~to review other potential exploration projects from time to time as they are presented to us.~~Disclosures

Not accounting for our working capital deficit of $92,143 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 twelve monthsapplicable. 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.

~~Our~~PART auditors have issued a going concern opinion for our year ended May 31, 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 $92,143 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 plan to complete debt financings and/or private placement sales of our common stock in order to raise the funds necessary to pursue our plan of operation and to fund our working capital 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 completion of 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.II

~~Plan~~Item of5. ~~Operation~~Market for Common Equity and Related Stockholder Matters

~~The~~Public ~~Plan~~Market ~~of Operation~~ for ~~the~~Common ~~next 12 months is to raise $152,000 for the exploration program on the Frog Property.~~Stock

AsOur atstock ~~May~~is ~~31,~~quoted ~~2023,~~on wethe ~~had~~OTC ~~cash~~Pink ofunder ~~$208. We will need to raise additional financing to fund our exploration program over~~ the ~~next~~symbol ~~12 months~~WOLV.

~~The~~Stockholders ~~continuation~~ of ~~our~~Our ~~business~~Common 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.Shares

~~There are no assurances that we will be able to obtain further funds required for our continued operations.~~ As ~~noted~~of 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~~date ~~financing~~of onthis aannual ~~timely basis~~report, we ~~will~~have be292 ~~unable~~registered ~~to conduct our operations as planned, and we will not be able to meet our other obligations as they become due~~shareholders. ~~In such event, we will be forced to scale down or perhaps even cease our operations.~~

~~Purchase~~Stock ofOption ~~Significant Equipment~~Grants

WeNo ~~did~~stock ~~not~~options ~~purchase~~were ~~any~~granted ~~significant~~during ~~equipment over~~ the ~~twelve~~year ~~months~~ended ~~ending~~ May 31, ~~2023~~2024.

14Warrants

~~Results~~We ofhave ~~Operations~~not ~~for~~issued ~~the~~and ~~Years~~do ~~Ended~~not ~~May~~have ~~31,~~any ~~2023~~outstanding ~~and~~warrants ~~2022~~to purchase shares of our common stock.

~~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.~~Dividends

~~Our~~There ~~operating~~are ~~results~~no ~~for~~restrictions ~~the~~in ~~years~~our ~~ended~~articles ~~May~~of 31incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, ~~2023~~however, ~~and~~do ~~2022~~prohibit ~~are~~us ~~summarized~~from asdeclaring ~~follows~~dividends where, after giving effect to the distribution of the dividend:

		Year EndedMay 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	)

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

~~Revenues~~16

We2. ~~have~~our ~~not~~total ~~earned~~assets ~~any~~would ~~revenues~~be ~~since~~less than the sum of our ~~inception~~total ~~and~~liabilities weplus dothe ~~not~~amount ~~anticipate~~that ~~earning~~would ~~revenues~~be inneeded to satisfy the ~~near~~rights ~~future~~of shareholders who have preferential rights superior to those receiving the distribution.

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

~~Our~~Securities ~~operating~~Authorized ~~expenses~~ for ~~the~~Issuance ~~years~~Under ~~ended~~Equity ~~May~~Compensation ~~31, 2023 and 2022 are outlined in the table below:~~Plans

		Year EndedMay 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

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, 2024, there were none issued.

~~The~~Transfer ~~decrease in general and administrative expenses for the year ended May 31, 2023 of $195,038, compared to the same period in fiscal 2022, was mainly due to:~~Agent

aOur ~~decrease~~common shares are issued in ~~consulting~~registered ~~fees~~form. ofEmpire ~~$142~~Stock Transfer,~~337,~~ ~~mainly~~Inc. ~~due~~Telephone: to(702) a818-5898; ~~decrease~~Facsimile: in(702) ~~consulting~~974-1444 ~~services~~is ~~during~~ the ~~year;~~registrar and transfer agent for our common shares.

aAs ~~decrease~~of inOctober ~~interest~~17, ~~expense of $12~~2024,~~396,~~ ~~due~~we tohave an292 ~~adjustment~~registered ~~made~~stockholders ~~during~~and ~~the~~125,224,373 ~~year~~shares ~~ended~~of ~~May~~common ~~31,~~stock ~~2022;~~outstanding.

aPurchase ~~decrease in transfer agent and filing fees~~ of ~~$30,424,~~Equity ~~mainly~~Securities ~~due~~by tothe aIssuer ~~decrease~~and inAffiliated ~~share issuances;~~Purchasers

~~and~~We adid ~~decrease~~not inpurchase ~~office~~any ~~expenses~~of our shares of $6common stock or other securities during the year ended May 31,~~430~~ 2024.

~~Mineral~~Recent ~~property~~Sales 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 aUnregistered ~~decrease in exploration costs incurred during exploration of the Frog Property and a staking license fees refund of $2,350.~~Securities

~~Impairment~~On ofSeptember ~~mineral~~6, ~~properties~~2023, ~~decreased~~we byissued $29,~~861~~210,~~952~~000 ~~from~~shares anof ~~impairment~~our ofcommon ~~$2,861,952~~stock ~~during~~in ~~the~~a ~~year~~private ~~ended~~placement ~~May~~at ~~31,~~a ~~2022~~purchase toprice of CDN $~~Nil~~0.025 ~~during~~(USD ~~the~~$0.018) ~~year~~raising ~~ended~~gross ~~May~~proceeds 31of CDN $230,250 ~~2023~~(USD $165,780). ~~Impairment~~We ofhave ~~mineral~~issued ~~properties~~all ~~during~~of the ~~year~~shares ~~ended~~to ~~May~~twenty-one ~~31,~~(21) ~~2022~~non-US ~~was~~persons ~~primarily~~(as ~~due~~that toterm is defined in Regulation S of the ~~uncertainty~~Securities Act of ~~establishing~~1933) ~~proven~~in an offshore transaction relying on Regulation S and/or ~~probable~~Section ~~outputs~~4(2) ~~from~~of the ~~Frog~~Securities ~~Property~~Act ~~acquisition~~of 1933.

15On September 6, 2023, we issued 600,000 shares of our common stock in a private placement at a purchase price of USD $0.02 raising gross proceeds of USD $12,000. We have issued all of securities to two (2) U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933) relying upon Rule 506 of Regulation D of the Securities Act of 1933.

~~Liquidity~~On September 6, 2023, we issued 140,000 shares of our common stock pursuant to debt settlement agreements with two (2) individuals. The deemed price of the shares issued was CDN $0.025 (USD $0.018) per share. We have issued all of the shares to two (2) 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 ~~Financial~~Section ~~Condition~~4(2) of the Securities Act of 1933.

~~Working~~On ~~Capital~~September 10, 2024, the Company issued 13,260,000 shares of common stock to settle subscription payable of $244,862, of which 1,600,000 shares were issued to a director and a Company controlled by the director of the Company and 600,000 shares were issued to individuals related to a director of the Company. The Company also issued 2,300,000 shares of common stock to settle shares issuable for debt of $113,000, of which 1,200,000 shares were issued to a director of the Company.

		AtMay 31,2023			AtMay 31,2022
Current assets	$	2,501		$	9,349
Current liabilities		94,644			81,517
Working deficit	$	(92,143	)	$	(72,168	)

On September 10, 2024, the Company issued 4,640,000 shares of common stock, of which 2,040,000 shares were issued to individuals related to a director of the Company, to settle accounts payable of $85,961 (Cdn$116,000), resulting in a loss on settlement of $104,279.

~~Cash~~On ~~Flows~~August 31, 2024, a company controlled by the CEO of the Company assigned its outstanding receivables of $19,452 (Cdn$26,250), owed to it by the Company to six third-party individuals and an individual related to the CEO of the Company. On August 31, 2024, a company controlled by the CFO of the Company assigned its outstanding receivables of $3,705 (Cdn$5,000), owed to it by the Company to a third-party individual. Following these assignments, the Company entered into a settlement agreement with these third-party individuals and the individual related to the CEO of the Company and agreed to settle the assigned amounts by issuing an aggregate of 1,250,000 shares of its common stock. Upon settlement, the Company recognized a loss on settlement of $28,092. On September 10, 2024, the Company issued 1,250,000 shares of common stock, of which 200,000 shares were issued to an individual related to the CEO of the Company.

		Year EndedMay 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	)

~~Operating~~On ~~Activities~~August 31, 2024, a director of the Company assigned its outstanding receivables of $3,705 (Cdn$5,000), owed to it by the Company to a third-party individual. Following these assignments, the Company entered into a settlement agreement with the third-party individual and agreed to settle the assigned amount by issuing an aggregate of 200,000 shares of its common stock. Upon settlement, the Company recognized a loss on settlement of $4,495. On September 26, 2024, the Company issued 200,000 shares of common stock.

~~Net~~Subsequent ~~cash~~to ~~used in operating activities during~~ the year ended May 31, ~~2023~~2024, ~~was~~the ~~$216,843~~Company ~~compared~~received toproceeds of $~~296~~2,~~976~~500 for ~~the year ended May 31~~100,000 ~~2022.~~non-flow-through ~~The~~shares ~~decrease~~of incommon ~~cash~~stock ~~used~~at in$0.025 ~~operating~~per ~~activities~~share, ~~was~~proceeds ~~primarily a result~~ of ~~a decrease in net loss to~~ $~~409~~10,~~902~~000 for ~~the year ended May 31~~500,000 ~~2023, offset by~~ non-~~cash~~flow-through ~~item~~shares ~~including a loss~~ of ~~settlement~~common ofstock ~~debt~~at of $~~80,888~~0.02 ~~and~~per ashare ~~net change in operating assets~~ and ~~liabilities of~~ $~~112~~36,~~171,~~711 ~~compared to a net loss of~~ (Cdn$350,~~681,269~~000) for ~~the year ended May 31~~2, ~~2022~~000,000 ~~offset by~~ non-~~cash~~flow-through ~~items~~shares ~~including an impairment~~ of ~~mineral~~common ~~property~~stock ~~costs~~at of Cdn$~~2,861,952,~~0.025 aper ~~loss~~share. ofOn ~~settlement~~September of10, ~~debt~~2024, ofthe ~~$395~~Company issued 2,~~493~~600,000 ~~gain~~shares ~~on write-down~~ of ~~accounts~~common ~~payable~~stock, of ~~$100~~which 200,~~733~~000 ~~and~~shares awere ~~net~~issued ~~change~~to inan ~~operating~~individual ~~assets~~related ~~and~~to ~~liabilities~~the CEO of ~~$227,581~~the Company.

~~Investing~~Purchase ~~Activities~~of Equity Securities by the Issuer

~~Net~~Wolverine ~~cash~~did ~~provided~~not bypurchase ~~investing~~any ~~activities~~of ~~during~~our ~~the~~shares ~~year~~of ~~ended~~common ~~May~~stock ~~31,~~or ~~2023~~other ~~was~~securities ~~$Nil~~during ~~compared~~our tofourth ~~net~~quarter ~~cash used in investing activities~~ of ~~$7,334~~our ~~for~~fiscal ~~the~~ year ended May 31, ~~2022, resulting from a decrease in mineral property claim acquisition costs~~2024.

~~Financing~~Item ~~Activities~~6. Selected Financial Data

~~During~~As ~~the~~a ~~year~~"smaller ~~ended~~reporting ~~May 31~~company", ~~2023,~~ we ~~received~~are ~~proceeds~~not ofrequired ~~$210,757~~to ~~from~~provide ~~financing activities, which included advances from related parties of $8,600 and proceeds from common stock issued and subscribed of $202,157. During~~ the ~~year~~information ~~ended~~required ~~May~~by ~~31,~~this ~~2022, we received proceeds of $301,493 from financing activities from common stock issued and subscribed~~Item.

~~Contractual~~Item ~~Obligations~~7. Management's Discussion and Analysis of Financial Condition and Results of Operations

AsThe afollowing ~~"smaller~~discussion ~~reporting~~should ~~company"~~be read in conjunction with our audited financial statements and the related notes for the years ended May 31, we2024, and 2023 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 ~~required~~limited to ~~provide~~those ~~tabular~~discussed ~~disclosure~~below ~~obligations~~and elsewhere in this annual report, particularly in the section entitled "Risk Factors" beginning on page 9 of this annual report.

~~Off-Balance~~Our ~~Sheet~~audited ~~Arrangements~~financial statements are stated in United States Dollars and are prepared in accordance with United States generally accepted accounting principles.

WeCash have no significant off-balance sheet arrangements that have or are reasonably likely to have a current 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 stockholders.Requirements

16There 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.

~~APPLICATION~~Over OFthe ~~CRITICAL~~next ~~ACCOUNTING~~twelve ~~POLICIES~~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.

~~Our~~Not ~~audited~~accounting ~~financial~~for ~~statements~~our ~~and~~working ~~accompanying~~capital ~~notes~~deficit ~~are~~of ~~prepared~~$79,110 inas ~~accordance~~of ~~with~~May ~~generally~~31, ~~accepted~~2024, ~~accounting~~we ~~principles~~require ~~used~~additional infunds of approximately $152,000 at a minimum to proceed with our plan of operation over the ~~United~~next ~~States~~twelve months. ~~Preparing~~As ~~financial~~we ~~statements~~do ~~requires~~not ~~management~~have tothe ~~make~~funds ~~estimates~~necessary ~~and~~to ~~assumptions~~cover ~~that~~our ~~affect~~projected ~~the~~operating ~~reported~~expenses ~~amounts~~for ofthe ~~assets,~~next ~~liabilities,~~twelve-month ~~revenue~~period, ~~and~~we ~~expenses.~~will ~~These~~be ~~estimates~~required ~~and~~to ~~assumptions~~raise ~~are~~additional ~~affected~~funds bythrough ~~management's~~the ~~application~~issuance of ~~accounting~~equity ~~policies~~securities, through loans or through debt financing. WeThere ~~believe~~can be no assurance that ~~understanding~~we ~~the~~will ~~basis~~be ~~and~~successful ~~nature~~in ofraising the ~~estimates~~required ~~and~~capital ~~assumptions~~or ~~involved~~that ~~with~~actual ~~the~~cash ~~following~~requirements ~~aspects~~will ofnot exceed our ~~financial~~estimates. ~~statements~~We isintend ~~critical~~ to anfulfill ~~understanding~~any additional cash requirement through the sale of our ~~financial~~equity ~~statements~~securities.

~~Mineral~~Our ~~Property~~auditors ~~Costs~~have issued a going concern opinion for our year ended May 31, 2024. 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 $79,110 as of May 31, 2024, we do not have sufficient working capital to enable us to carry out our stated plan of operation for the next twelve months. We plan to complete debt financings and/or private placement sales of our common stock in order to raise the funds necessary to pursue our plan of operation and to fund our working capital 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 completion of 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.

Our 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-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. No mineral costs were incurred in the current period.18

~~Stock-based~~Plan ~~Compensation~~of Operation

~~Our~~The ~~company~~Plan ~~records~~of ~~stock-based~~Operation ~~compensation~~for inthe ~~accordance~~next ~~with~~12 ~~ASC~~months ~~718,~~is ~~"Compensation-Stock~~to ~~Compensation"~~raise ~~and ASC 505~~$152,000 ~~"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~~exploration ofprogram ~~equity instruments are accounted for based~~ on the Frog Property.

~~grant~~As ~~date~~at ~~fair~~May ~~value~~31, of2024, ~~the~~we ~~consideration~~had ~~received~~cash of $5,842. orWe ~~the~~will ~~fair~~need ~~value~~to ofraise ~~the~~additional ~~equity~~financing ~~instrument~~to ~~issued,~~fund ~~whichever~~our isexploration ~~more~~program ~~reliably~~over ~~measurable~~the next 12 months.

~~NEW~~The ~~ACCOUNTING~~continuation ~~PRONOUNCEMENTS~~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.

~~The~~There ~~Company~~are ~~has~~no ~~implemented~~assurances ~~all~~that ~~new~~we ~~accounting~~will ~~pronouncements~~be ~~that~~able to obtain further funds required for our continued operations. As noted herein, we are inpursuing ~~effect~~various ~~and~~financing ~~that~~alternatives ~~may~~to ~~impact~~meet ~~its~~our immediate and long-term financial ~~statements~~requirements. ~~and~~There ~~does~~can ~~not~~be ~~believe~~no assurance that ~~there~~additional ~~are~~financing ~~any~~will ~~other~~be ~~new~~available ~~accounting~~to ~~pronouncements~~us ~~that~~when ~~have~~needed ~~been~~or, ~~issued~~if available, that ~~might~~it ~~have~~can abe ~~material~~obtained ~~impact~~on commercially reasonable terms. If we are not able to obtain the additional financing on ~~its~~a ~~financial~~timely ~~position~~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 ~~results~~perhaps ofeven cease our operations.

~~Item~~Purchase ~~7A. Quantitative~~of ~~and~~Significant ~~Qualitative Disclosures About Market Risk~~Equipment

AsWe adid ~~"smaller~~not ~~reporting~~purchase ~~company",~~any wesignificant ~~are~~equipment ~~not~~over ~~required to provide~~ the ~~information~~twelve ~~required~~months byending ~~this~~May ~~Item~~31, 2024.

~~Item~~Results ~~8. Financial~~of ~~Statements~~Operations ~~and~~for ~~Supplementary~~the ~~Data~~Years Ended May 31, 2024 and 2023

~~Our~~The ~~audited~~following ~~financial~~summary ~~statements~~of ~~are~~our ~~stated~~results inof ~~United~~operations ~~States~~should ~~dollars~~be ~~(US$)~~read ~~and are prepared~~ in ~~accordance~~conjunction with ~~United~~our ~~States generally accepted accounting principles. The following~~ audited financial statements ~~are~~for ~~filed~~the asyears ~~part~~ended ofMay ~~this~~31, ~~annual~~2024 ~~report:~~and 2023.

17Our operating results for the years ended May 31, 2024 and 2023 are summarized as follows:

WOLVERINE RESOURCES CORP.

		Year Ended May 31
		2024			2023
Revenue	$	-		$	-
Operating expenses	$	(389,646	)	$	(333,490	)
Other income (expenses)	$	(69,007	)	$	(76,412	)
Net loss	$	(458,653	)	$	(409,902	)

~~(Formerly Wolverine Technologies Corp.)~~19

~~May 31, 2023~~Revenues

~~(Expressed~~We have not earned any revenues since our inception and we do not anticipate earning revenues in ~~U.S.~~the ~~dollars)~~ near future.

	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

Operating Expenses

~~REPORT~~Our OFoperating ~~INDEPENDENT~~expenses ~~REGISTERED~~for ~~PUBLIC~~the ~~ACCOUNTING~~years ~~FIRM~~ended May 31, 2024 and 2023 are outlined in the table below:

To the Board of Directors and Shareholders of Wolverine Resources Corp.:

		Year Ended May 31
		2024		2023
General and administrative	$	364,505	$	303,381
Mineral exploration costs	$	25,141	$	30,109

~~Opinion~~The onincrease in general and administrative expenses for the ~~Financial~~year ~~Statements~~ended May 31, 2024 of $61,124, compared to the same period in fiscal 2023, was mainly due to:

We• ~~have~~An ~~audited~~increase ~~the~~in ~~accompanying~~consulting ~~balance~~fees ~~sheets~~ of ~~Wolverine Resources Corp. ("the Company") as of May 31~~$74, ~~2023 and 2022~~450, ~~the~~mainly ~~related~~due ~~statements~~to ofan ~~operations,~~increase ~~stockholders'~~in ~~deficit,~~consulting ~~and~~services ~~cash~~during ~~flows for each of~~ the ~~years in the two-~~year; ~~period~~• ~~ended~~An ~~May~~increase ~~31,~~in ~~2023~~tax ~~and~~penalties ~~the~~of ~~related notes (collectively referred to as the "financial statements"). In our opinion~~$19,330, ~~the~~mainly ~~financial~~due ~~statements referred~~ to ~~above~~estimated ~~present~~interest ~~fairly,~~and inpenalties ~~all~~for ~~material respects,~~ the ~~financial~~Part ~~position~~XII.6 oftax ~~the~~on ~~Company~~flow-through asproceeds ofrenounced ~~May~~under ~~31, 2023 and 2022, and~~ the ~~results~~look-back ofrule; ~~its~~• ~~operations~~Offset ~~and~~by ~~its~~a ~~cash~~decrease ~~flows~~in ~~for~~professional ~~each~~fees of ~~the years in the two-year period ended May 31~~$26, ~~2023~~683, indue ~~conformity~~to ~~with~~a ~~accounting~~decrease ~~principles generally accepted~~ in ~~the~~general ~~United States of America~~operations.

~~Explanatory~~Mineral ~~Paragraph~~property ~~Regarding~~and ~~Going~~exploration ~~Concern~~costs decreased by $4,968 from $30,109 during the year ended May 31, 2023 to $25,141 during the year ended May 31, 2024. Mineral property exploration costs decreased during the year as a result of a decrease in exploration costs incurred during exploration of the Frog Property.

~~The~~Liquidity accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has never generated revenues, is unlikely to generate earnings in the immediate or foreseeable future, has suffered recurring losses from operations and ~~has~~Financial 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.Condition

~~Basis~~Working ~~for Opinion~~Capital

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

		At May 31, 2024			At May 31, 2023
Current assets	$	8,432		$	2,501
Current liabilities		87,542			94,644
Working deficit	$	(79,110	)	$	(92,143	)

WeCash conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. 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.Flows

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

		Year Ended May 31
		2024			2023
Net Cash Used in Operating Activities	$	(364,172	)	$	(216,843	)
Net Cash Provided by Financing Activities		369,806			210,757
Net change in cash during period	$	5,634		$	(6,086	)

~~Critical~~Operating ~~Audit Matters~~Activities

~~Critical~~Net ~~audit~~cash ~~matters~~used ~~are~~in ~~matters~~operating ~~arising~~activities ~~from~~during the ~~current~~year ~~period~~ended ~~audit~~May of31, 2024 was $364,172 compared to $216,843 for the ~~financial~~year ~~statements~~ended ~~that~~May ~~were~~31, ~~communicated~~2023. orThe ~~required~~increase toin becash ~~communicated~~used in operating activities was primarily a result of a increase in net loss to $458,653 for the ~~audit~~year ~~committee~~ended May 31, 2024 offset by non-cash items including a loss on settlement of debt of $71,061 and ~~that~~a ~~(1)~~net ~~relate~~change toin ~~accounts~~operating orassets ~~disclosures~~and ~~that~~liabilities ~~are~~of ~~material~~$23,420, compared to ~~the~~a ~~financial~~net ~~statements~~loss ~~and~~of ~~(2)~~$409,902 ~~involved~~for ~~our~~the ~~especially~~year ~~challenging~~ended May 31, ~~subjective~~2023, oroffset ~~complex~~by ~~judgments.~~non-cash Weitems ~~determined~~including ~~that~~a ~~there~~loss ~~were~~of nosettlement ~~critical~~of ~~audit~~debt ~~matters~~of $80,888 and a net change in operating assets and liabilities of $112,171.

~~/s/ Sadler, Gibb & Associates, LLC~~20

WeFinancing ~~have served as the Company's auditor since 2018.~~Activities

~~Draper~~During the year ended May 31, UT2024, we received proceeds of $369,806 from financing activities from common stock issued and subscribed. During the year ended May 31, 2023, we received proceeds of $202,157 from financing activities from common stock issued and subscribed.

~~September~~Contractual ~~22, 2023~~Obligations

~~F-2~~As a "smaller reporting company", we are not required to provide tabular disclosure obligations.

~~WOLVERINE~~Off-Balance ~~RESOURCES~~Sheet ~~CORP.~~ Arrangements

~~(Formerly~~We ~~Wolverine~~have ~~Technologies~~no ~~Corp~~significant off-balance sheet arrangements that have or are reasonably likely to have a current 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 stockholders.)

~~Balance~~APPLICATION ~~Sheets~~OF CRITICAL ACCOUNTING POLICIES

~~(Expressed~~Our audited financial statements and accompanying notes are prepared in Uaccordance with generally accepted accounting principles used in the United States.S Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. ~~dollars)~~These estimates and assumptions are affected 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.

	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 value91,024,373 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

Mineral Property Costs

~~(The~~Our ~~accompanying~~company ~~notes~~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 anexpensed ~~integral~~as ~~part~~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 ~~these~~establishing ~~financial~~proven ~~statements~~and probable reserves, the costs then incurred to develop such property are capitalized.) Such costs will be amortized using the units-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. No mineral costs were incurred in the current period.

FStock-3based Compensation

~~WOLVERINE~~Our ~~RESOURCES~~company ~~CORP~~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.

~~(Formerly~~NEW ~~Wolverine~~ACCOUNTING ~~Technologies Corp.)~~PRONOUNCEMENTS

~~Statements~~The Company 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~~operations.

~~(Expressed~~Item ~~in U~~7A.S. ~~dollars)~~Quantitative and Qualitative Disclosures About Market Risk

	Year		Year
	Ended		Ended
	May 31,		May 31,
	2023		2022
	$		$
Operating Expenses
General and administrative	303,381		498,419
Impairment of mineral properties	-		2,861,952
Mineral property exploration costs	30,109		40,436
Total Operating Expenses	333,490		3,400,807
Loss From Operations	(333,490	)	(3,400,807	)
Other Income (Expense)
Foreign exchange gain (loss)	4,476		14,298
Gain on derecognition of accounts payable	-		100,733
Loss on settlement of debt	(80,888	)	(395,493	)
Total Other Income (Expense)	(76,412	)	(280,462	)
Net Loss	(409,902	)	(3,681,269	)
Net Loss Per Common Share, Basic and Diluted	(0.00	)	(0.08	)
Weighted Average Common Shares Outstanding, Basic and Diluted	85,181,578		45,355,636

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

~~(The~~Item ~~accompanying~~8. ~~notes~~Financial ~~are~~Statements anand ~~integral~~Supplementary ~~part of these financial statements.)~~Data

~~F-4~~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:

~~WOLVERINE RESOURCES CORP.~~ 21

~~(Formerly~~WOLVERINE ~~Wolverine~~RESOURCES ~~Technologies~~CORP.May ~~Corp~~31, 2024(Expressed in U.S. dollars)

Statements of Stockholders' Deficit

	Index

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

Balance Sheets as of May 31, 2024 and 2023	F-3

Statements of Operations for the years ended May 31, 2024 and 2023	F-4

Statements of Stockholders' Deficit for the years ended May 31, 2024 and 2023	F-5

Statements of Cash Flows for the years ended May 31, 2024 and 2023	F-6

Notes to the Financial Statements	F-7

~~For the Years Ended May 31, 2023 and 2022 (Expressed in U.S. dollars)~~F-1

							Additional
	Common Stock				Subscriptions		Paid-in	Accumulated
	Shares*		Amount		Payable		Capital	Deficit		Total
	#		$		$		$	$		$
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	)
Common stock issued for subscriptions payable	1,250,000		1,250		(49,361	)	48,111	-		-
Common stock issued for cash	7,620,000		7,620		-		134,191	-		141,811
Common stock issued for debt	5,690,000		5,690		-		182,080	-		187,770
Common stock cancelled	(1,000,000	)	(1,000	)	-		1,000	-		-
Common stock subscribed	-		-		60,346		-	-		60,346
Net loss for the year	-		-		-		-	(409,902	)	(409,902	)
Balance, May 31, 2023	91,024,373		91,024		60,346		10,328,021	(10,571,534	)	(92,143	)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~(*)~~To ~~The~~the ~~Company~~Board ~~effected~~of aDirectors ~~20:1 reverse stock split on July 27, 2022. All share~~ and ~~per~~Shareholders ~~share~~of ~~amounts~~Wolverine ~~have~~Resources ~~been retrospectively presented to reflect the reverse stock split~~Corp.:

~~(The~~Opinion ~~accompanying~~on ~~notes~~the ~~are~~Financial ~~an integral part of these financial statements.)~~Statements

FWe have audited the accompanying balance sheets of Wolverine Resources Corp. ("the Company") as of May 31, 2024 and 2023, the related statements of operations, stockholders' deficit, and cash flows for each of the years in the two-5year period ended May 31, 2024 and the related notes (collectively referred to as the "financial statements"). 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, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the two-year period ended May 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

~~WOLVERINE~~Explanatory ~~RESOURCES~~Paragraph ~~CORP.~~Regarding Going Concern

~~(Formerly~~The ~~Wolverine~~accompanying ~~Technologies~~financial ~~Corp~~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.

~~Statements~~Basis offor ~~Cash Flows~~Opinion

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

	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

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. 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~~Our ~~accompanying~~audits ~~notes~~included ~~are~~performing anprocedures ~~integral~~to ~~part~~assess the risks of ~~these~~material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.) Such procedures included examining on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

~~F-6~~Critical Audit Matters

~~WOLVERINE RESOURCES CORP~~Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters.

~~(Formerly~~/s/ ~~Wolverine~~Sadler, ~~Technologies~~Gibb ~~Corp.)~~& Associates, LLC

~~Notes~~We tohave served as the ~~Financial~~Company's ~~Statements May~~auditor ~~31,~~since ~~2023~~2018.

~~(Expressed~~Draper, ~~in U.S. dollars)~~UT

1.October ~~Organization~~17, ~~and Basis of Presentation~~2024

~~Wolverine Resources Corp.~~ (~~formerly Wolverine Technologies Corp.) (the "Company") was incorporated in the State of Nevada on February 23, 2006.~~ The ~~Company's~~accompanying ~~principal~~notes ~~business~~are ~~was~~an ~~the~~integral ~~acquisition~~part ~~and exploration~~ of ~~mineral~~these ~~resources.~~financial ~~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~~statements.) 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-2

~~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 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.

~~Going~~Balance ~~Concern~~Sheets(Expressed in U.S. dollars)

These financial statements 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.

	May 31, 2024 $		May 31, 2023 $

ASSETS

Current Assets

Cash	5,842		208
Other receivable	2,590		1,925
Prepaids and deposits	-		368
Total Current Assets	8,432		2,501

Long-term Assets
Mineral license security deposit	14,300		-
Total Assets	22,732		2,501

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities

Accounts payable and accrued liabilities	66,590		71,031
Accounts payable - related parties (Note 4)	20,952		23,613
Total Liabilities	87,542		94,644

Stockholders' Deficit

Common stock, 250,000,000 shares authorized, $0.001 par value; 100,974,373 and 91,024,373 shares issued and outstanding at May 31, 2024 and 2023, respectively	100,974		91,024
Shares Issuable (Note 6)	357,862		60,346
Additional paid-in capital	10,506,541		10,328,021
Accumulated deficit	(11,030,187	)	(10,571,534	)
Total Stockholders' Deficit	(64,810	)	(92,143	)
Total Liabilities and Stockholders' Deficit	22,732		2,501

2.(The ~~Summary~~accompanying notes are an integral part of ~~Significant~~these ~~Accounting~~financial ~~Policies~~statements.)

~~(a) Basis of Presentation~~F-3

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

~~(The~~Statements ~~accompanying notes are an integral part~~ of ~~these~~Operations(Expressed ~~financial~~in ~~statements~~U.S. dollars)

F-7

	Year		Year
	Ended		Ended
	May 31,		May 31,
	2024		2023
	$		$

Operating Expenses
General and administrative	364,505		303,381
Mineral property exploration costs	25,141		30,109
Total Operating Expenses	389,646		333,490
Loss From Operations	(389,646	)	(333,490	)
Other Income (Expense)
Foreign exchange gain (loss)	2,054		4,476
Loss on settlement of debt	(71,061	)	(80,888	)
Total Other Income (Expense)	(69,007	)	(76,412	)
Net Loss	(458,653	)	(409,902	)

Net Loss Per Common Share, Basic and Diluted	(0.00	)	(0.00	)

Weighted Average Common Shares Outstanding, Basic and Diluted	105,848,526		85,181,578

~~WOLVERINE RESOURCES CORP.~~ (~~Formerly~~The ~~Wolverine~~accompanying ~~Technologies~~notes ~~Corp.)Notes~~are toan ~~the~~integral ~~Financial~~part ~~Statements May~~of ~~31,~~these ~~2023(Expressed~~financial ~~in U~~statements.~~S. dollars~~)

~~(b) Use of Estimates~~F-4

~~The~~WOLVERINE ~~preparation~~RESOURCES ofCORP.Statements ~~financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts~~ of ~~assets~~Stockholders' ~~and~~DeficitFor ~~liabilities at~~ the ~~date~~years ofended ~~the~~May ~~financial~~31, ~~statements~~2024 and ~~the~~2023(Expressed ~~reported amounts of revenue and expenses~~ in ~~the reporting period~~U. ~~The Company regularly evaluates estimates and assumptions related to stock-based compensation, and deferred income tax asset valuation allowances~~S. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and 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.dollars)

							Additional
	Common Stock				Shares		Paid-in	Accumulated
	Shares*		Amount		Issuable		Capital	Deficit		Total
	#		$		$		$	$		$
Balance, May 31, 2022	77,464,373		77,464		49,361		9,962,639	(10,161,632	)	(72,168	)
Common stock issued for subscriptions payable	1,250,000		1,250		(49,361	)	48,111	-		-
Common stock issued for cash	7,620,000		7,620		-		134,191	-		141,811
Common stock issued for debt	5,690,000		5,690		-		182,080	-		187,770
Common stock cancelled	(1,000,000	)	(1,000	)	-		1,000	-		-
Common stock subscribed	-		-		60,346		-	-		60,346
Net loss for the year	-		-		-		-	(409,902	)	(409,902	)
Balance, May 31, 2023	91,024,373		91,024		60,346		10,328,021	(10,571,534	)	(92,143	)
Common stock issued for subscriptions payable	3,250,000		3,250		(60,346	)	57,096	-		-
Common stock issued for cash	6,560,000		6,560		-		118,384	-		124,944
Common stock issued for debt	140,000		140		-		3,040	-		3,180
Common stock issuable for debt	-		-		113,000		-	-		113,000
Common stock subscribed	-		-		244,862		-	-		244,862
Net loss for the year	-		-		-		-	(458,653	)	(458,653	)
Balance, May 31, 2024	100,974,373		100,974		357,862		10,506,541	(11,030,187	)	(64,810	)

(*) The Company ~~considers~~effected ~~all~~a ~~highly~~20:1 ~~liquid~~reverse ~~instruments~~stock ~~with~~split ~~maturity~~on ofJuly ~~three~~27, ~~months~~2022. orAll ~~less~~share atand ~~the~~per ~~time~~share ofamounts ~~issuance~~have been retrospectively presented to bereflect ~~cash~~the ~~equivalents~~reverse stock split.

(d)The ~~Mineral~~accompanying ~~Property~~notes ~~Costs~~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.~~5

~~(e)~~WOLVERINE ~~Income~~RESOURCES ~~Taxes~~CORP.

~~The~~Statements ~~asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences~~ of ~~temporary~~Cash ~~differences~~Flows(Expressed 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~~U. ~~The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized~~S. dollars)

Uncertain tax positions are recognized in the financial statements only if that position is more likely than not of being sustained upon examination by taxing authorities, based on the technical merits of the position. The Company recognizes interest and penalties related to uncertain tax positions in the income tax provision. There are currently no unrecognized tax benefits that if recognized would affect the tax rate. There was $0 of interest and penalties recognized for the years ended May 31, 2023 and 2022.

	Year		Year
	Ended		Ended
	May 31,		May 31,
	2024		2023
	$		$

Operating Activities

Net loss	(458,653	)	(409,902	)

Loss on settlement of debt	71,061		80,888

Changes in operating assets and liabilities:

Other receivable	(665	)	734
Prepaid expenses and deposits	(13,932	)	28
Accounts payable and accrued liabilities	38,041		61,317
Accounts payable - related parties	(24	)	50,092
Net Cash Used in Operating Activities	(364,172	)	(216,843	)

Financing Activities
Advances from related parties	-		8,600
Proceeds from common stock issued and subscribed	369,806		202,157
Net Cash Provided by Financing Activities	369,806		210,757

Increase in Cash	5,634		(6,086	)
Cash, Beginning of Year	208		6,294
Cash, End of Year	5,842		208

Supplemental Disclosures:
Interest paid	-		-
Income taxes paid	-		-
Non-cash Investing and Financing Activities:
Common stock issued and issuable to settle debt	116,180		187,770
Common stock cancelled pursuant to amended property purchase agreement	-		1,000
Common stock issued for shares issuable	185,290		49,361

(f)The ~~Foreign~~accompanying ~~Currency~~notes ~~Translation~~are an integral part of these financial statements.)

The Company's functional and reporting currency is the United States dollar. Occasional transactions 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 balance sheet date. NonF-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.6

~~(The~~WOLVERINE ~~accompanying~~RESOURCES ~~notes are an integral part of these financial statements~~CORP.)

~~F-8~~Notes to the Financial Statements May 31, 2024

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

~~(g)~~1. Organization ~~Earnings~~and ~~(Loss)~~Basis ~~Per~~of ~~Share~~Presentation

~~The~~Wolverine ~~Company~~Resources ~~computes~~Corp. ~~earnings~~ (~~loss)~~formerly ~~per~~Wolverine ~~share~~Technologies ~~in accordance with ASC 260, "Earnings per Share"~~Corp.) ~~ASC 260 requires presentation of both basic and diluted earnings per share~~ (the "~~EPS~~Company") onwas ~~the~~incorporated ~~face~~in of the ~~income~~State ~~statement.~~of ~~Basic~~Nevada ~~EPS~~on isFebruary ~~computed~~23, by2006. ~~dividing~~The ~~earnings~~Company's ~~(loss)~~principal ~~available~~business towas ~~common shareholders (numerator) by~~ the ~~weighted~~acquisition ~~average~~and ~~number~~exploration of ~~shares~~mineral ~~outstanding (denominator) during the period~~resources. ~~Diluted~~The ~~EPS~~Company ~~gives~~had ~~effect~~not todetermined ~~all~~that ~~dilutive~~its ~~potential~~properties ~~common~~contain ~~shares~~mineral ~~outstanding~~reserves ~~during~~that ~~the~~were ~~period~~economically ~~using~~recoverable, ~~the~~financing ~~treasury~~had ~~stock~~not ~~method.~~yet Inbecome ~~computing diluted EPS~~available, ~~the~~and ~~average~~commodity ~~stock~~prices ~~price~~had ~~for~~not ~~the~~fully ~~period~~recovered. isTherefore, ~~used~~management indecided ~~determining~~to change the ~~number~~focus of ~~shares~~the ~~assumed~~Company to beinclude ~~purchased~~cyber ~~from~~security. ~~the~~Effective ~~exercise~~July of27, ~~stock~~2022, ~~options~~the orCompany ~~warrants.~~changed ~~Diluted~~its ~~EPS~~name ~~excludes~~from ~~all~~Wolverine ~~dilutive~~Technologies ~~potential~~Corp. ~~shares~~to ifWolverine ~~their~~Resources ~~effect is anti-dilutive~~Corp. AtThe ~~May~~Company ~~31,~~has ~~2023~~now ~~and~~refocused ~~2022,~~its ~~the~~efforts ~~Company~~back ~~had~~to nothe ~~dilutive~~exploration ~~shares~~of ~~outstanding~~mineral resources.

~~(h)~~Going ~~Flow-through shares~~Concern

~~The~~These ~~Company~~financial ~~may~~statements ~~issue~~have ~~flow-through~~been ~~common~~prepared ~~shares~~on a going concern basis, which implies the Company will continue to ~~finance~~realize aits ~~significant~~assets ~~portion~~and ofdischarge its ~~exploration~~liabilities ~~program~~in the normal course of business. ~~Pursuant~~The Company has never generated revenues and is unlikely to ~~the~~generate ~~terms~~earnings ofin the ~~flow-through~~immediate ~~share~~or ~~agreements,~~foreseeable ~~these~~future. ~~shares~~The ~~transfer~~continuation of the ~~tax~~Company ~~deductibility~~as ofa ~~qualifying~~going ~~resource~~concern ~~expenditures~~is todependent ~~investors.~~upon ~~Under~~the ~~ASC~~continued ~~740,~~financial ~~"Income~~support ~~Taxes"~~from its shareholders, the ~~proceeds~~ability ~~from~~of ~~issuance~~the ~~should~~Company beto ~~allocated~~obtain ~~between~~necessary ~~the~~equity ~~offering~~financing ofto ~~shares~~continue operations, and the ~~sale~~attainment of ~~tax~~profitable ~~benefits~~operations. The ~~allocation~~Company isplans ~~made~~to ~~based~~raise onfinancing ~~the~~through ~~difference~~debt ~~between~~or ~~the~~equity. ~~quoted~~There ~~price~~can ofbe ~~the~~no ~~existing~~assurance ~~shares~~that ~~and~~additional ~~the~~financing ~~amount~~will ~~the~~be ~~investor~~available ~~pays~~when ~~for~~needed ~~the~~or, ~~shares.~~if Aavailable, ~~liability~~that isit ~~recognized~~can ~~for~~be ~~this~~obtained ~~difference~~on commercially reasonable terms. ~~Upon~~At ~~resource~~May ~~expenditures~~31, ~~being~~2024, ~~incurred~~the Company has a working capital deficiency of $79,110 and ~~renounced~~has accumulated losses of $11,030,187 since inception. These factors raise substantial doubt regarding the Company's ~~derecognizes~~ability to continue as a going concern. These financial statements do not include any adjustments to the ~~liability~~recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the ~~premium~~Company isbe ~~recognized~~unable to continue as ~~other~~a ~~income~~going concern.

~~Proceeds received from the issuance of flow-through common shares are restricted to be used only for Canadian resource property exploration expenditures within a two-year period~~2. Summary ~~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~~Significant ~~flow-through~~Accounting ~~regulations. When applicable, this tax is accrued as a financial expense until paid.~~Policies

(ia) Basis ~~Financial~~of ~~Instruments and Fair Value Measures~~Presentation

~~ASC~~These ~~820,~~financial ~~"Fair~~statements ~~Value Measurements~~ and ~~Disclosures",~~related ~~requires~~notes anare ~~entity~~presented toin ~~maximize~~accordance ~~the~~with ~~use~~accounting ofprinciples ~~observable~~generally ~~inputs~~accepted ~~and~~in ~~minimize~~ the ~~use~~United ofStates ~~unobservable~~and ~~inputs~~are ~~when~~expressed ~~measuring~~in ~~fair value~~U.S. ~~ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value~~dollars. AThe ~~financial instrument~~Company's ~~categorization~~fiscal ~~within~~year-end ~~the fair value hierarchy~~ is ~~based~~May ~~upon the lowest level of input that is significant to the fair value measurement~~31. ~~ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:~~

~~Level~~(b) Use 1of Estimates

~~Level~~The 1preparation ~~applies~~of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets orand liabilities ~~for~~at ~~which~~the ~~there~~date ~~are~~of ~~quoted~~the ~~prices~~financial statements and the reported amounts of revenue and expenses in ~~active~~the ~~markets~~reporting period. The Company regularly evaluates estimates and assumptions related to stock-based compensation, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for ~~identical~~making judgments about the carrying values of assets orand liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and 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.

~~Level~~(c) Cash 2and Cash Equivalents

~~Level~~The 2Company ~~applies~~considers toall ~~assets~~highly orliquid ~~liabilities~~instruments ~~for~~with ~~which~~maturity ~~there~~of ~~are~~three ~~inputs~~months ~~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~~at ~~markets);~~the ortime ~~model-~~of ~~derived~~issuance ~~valuations~~to ~~in which significant inputs are observable or can~~ be ~~derived~~cash ~~principally from, or corroborated by, observable market data~~equivalents.

~~Level~~(The 3accompanying notes are an integral part of these financial statements.)F-7WOLVERINE RESOURCES CORP.Notes to the Financial Statements May 31, 2024(Expressed in U.S. dollars)

~~Level~~(d) Mineral 3Property 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.Costs

(The ~~accompanying~~company ~~notes~~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 anexpensed ~~integral~~as ~~part~~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 ~~these~~establishing ~~financial~~proven ~~statements~~and probable reserves, the costs then incurred to develop such property, are capitalized.) Such costs will be amortized using the units-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.

~~F-9~~(e) Income Taxes

~~WOLVERINE~~The ~~RESOURCES~~asset ~~CORP.~~and ~~(Formerly~~liability ~~Wolverine~~method ~~Technologies~~provides ~~Corp.)Notes~~that todeferred tax assets and liabilities are recognized for the ~~Financial~~expected ~~Statements May~~future 31tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, ~~2023(Expressed~~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 Ueffect when the differences are expected to reverse.S. ~~dollars)~~The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

~~(j) Stock-~~Uncertain tax positions are recognized in the financial statements only if that position is more likely than not of being sustained upon examination by taxing authorities, based ~~Compensation~~on the technical merits of the position. The Company recognizes interest and penalties related to uncertain tax positions in the income tax provision. There are currently no unrecognized tax benefits that if recognized would affect the tax rate. There was $0 of interest and penalties recognized for the years ended May 31, 2024 and 2023.

~~The~~(f) Foreign ~~company~~Currency 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.Translation

3The Company's functional and reporting currency is the United States dollar. ~~Recent~~Occasional ~~Accounting~~transactions ~~Pronouncements~~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 balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.

~~The~~(g) Earnings ~~Company~~(Loss) ~~has~~Per 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.Share

4The Company computes earnings (loss) per share in accordance with ASC 260, "Earnings per Share". ~~Related~~ASC ~~Party~~260 ~~Transactions~~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, 2024 and 2023, the Company had no dilutive shares outstanding.

(~~a) During~~The ~~the~~accompanying ~~year~~notes ~~ended~~are ~~May~~an ~~31,~~integral ~~2023,~~part ~~the Company incurred consulting fees~~ of ~~$14,975~~these ~~(2022~~financial statements.)F-8WOLVERINE ~~$15,832)~~RESOURCES ~~to a company controlled by the Chief Financial Officer ("CFO") of the Company~~CORP.Notes ~~On January 23, 2023, the Company issued 1,000,000 shares of common stock~~ to ~~settle $18,680 (Cdn$ 25,000) of amounts payable to~~ the ~~company~~Financial ~~controlled~~Statements ~~by the CFO, resulting in a loss on settlement of $14,320 (see note 6(f)). As at~~ May 31, ~~2023, the Company owes $1,457~~ 2024(~~2022~~Expressed -in ~~$9,521) to a company controlled by the CFO, which is non-interest bearing, unsecured and due on demand~~U.S. dollars)

(bh) ~~During the year ended May 31, 2023, the Company incurred consulting fees of $26,376 (2022~~ Flow-through ~~$31,301) to a director of the Company.~~shares

~~(c) During~~The ~~the~~Company ~~year~~may ~~ended~~issue ~~May~~flow-through ~~31,~~common ~~2023,~~shares ~~the~~to ~~Company~~finance ~~recorded~~a ~~consulting~~significant ~~fees~~portion of ~~$89,759~~its ~~(Cdn$120,000)~~exploration ~~(2022~~program. -Pursuant ~~$110,440 (Cdn$140,000))~~ to ~~a company controlled by~~ the ~~Chief~~terms ~~Executive Officer ("CEO") and director~~ of the ~~Company. On~~flow-through ~~January~~share 23agreements, ~~2023,~~these ~~$38,888~~shares oftransfer ~~accounts payable owing to~~ the ~~entity~~tax ~~controlled~~deductibility byof ~~the~~qualifying ~~CEO~~resource ~~was~~expenditures ~~assigned~~ to ~~various third-party assignees~~investors. ~~The~~Under ~~assignees~~ASC ~~are~~740, ~~business~~"Income ~~associates~~Taxes", of the ~~CEO~~proceeds ~~and~~from ~~are~~issuance ~~not~~should ~~related~~be ~~parties.~~allocated ~~The~~between ~~Company~~the ~~issued~~offering ~~2,050,000~~of shares ofand ~~common~~the ~~stock~~sale toof ~~settle~~tax ~~the~~benefits. ~~$38,888,~~The ~~resulting~~allocation inis amade ~~loss~~based on ~~settlement~~the ofdifference ~~$28,762~~between ~~(see~~the ~~note~~quoted ~~6(f)).~~price Asof atthe ~~May~~existing ~~31,~~shares ~~2023,~~and the ~~Company~~amount ~~owes~~the ~~$10,851~~investor ~~(2022~~pays -for ~~$10,263)~~the toshares. ~~this~~A ~~company,~~liability ~~which~~ is ~~non-interest~~recognized ~~bearing,~~for ~~unsecured~~this ~~and~~difference. ~~due~~Upon onresource ~~demand~~expenditures ~~(see~~being ~~Note~~incurred ~~8(a)).~~and ~~As at May 31~~renounced, ~~2023,~~ the Company ~~also~~derecognizes ~~owes~~the ~~$5,352~~liability ~~(2022~~and ~~- $2,706) to~~ the ~~CEO~~premium ~~for expense reimbursement, which~~ is ~~non-interest~~recognized ~~bearing,~~as ~~unsecured~~other ~~and due on demand~~income.

~~(d) On~~Proceeds ~~February~~received ~~28,~~from ~~2022,~~ the ~~Company~~issuance ~~acquired~~of aflow-through ~~40%~~common ~~interest~~shares inare ~~the~~restricted ~~Frog~~to ~~Property~~be ~~located~~used inonly ~~Labrador,~~for ~~Canada~~Canadian ~~from~~resource ~~Rich~~property ~~Resources~~exploration ~~Inc~~expenditures within a two-year period. ~~(formerly~~The ~~86835~~Company ~~Newfoundland~~may &also ~~Labrador~~be ~~Corp.),~~subject ato ~~private~~Part ~~company~~XII.6 ~~controlled~~tax byunder the ~~CEO~~Canadian ~~and~~Income byTax Act on flow-through proceeds renounced under a ~~director~~Look-back Rule, in accordance with Government of ~~the~~Canada ~~Company~~flow-through regulations. ~~Refer~~When toapplicable, ~~note~~this ~~5(b)~~tax is accrued as a financial expense until paid.

5.(i) Financial ~~Mineral~~Instruments ~~Properties~~and Fair Value Measures

~~(a) In~~ASC ~~November~~820, ~~2020~~"Fair ~~and~~Value ~~April~~Measurements ~~2021~~and Disclosures", requires an entity to maximize the ~~Company~~use ~~staked~~of ~~mineral~~observable ~~claims~~inputs ~~located~~and inminimize ~~Labrador,~~the ~~Canada~~use ~~for~~of ~~$2,668~~unobservable ~~(Cdn$3,448).~~inputs ~~During~~when ~~the~~measuring ~~year~~fair ~~ended~~value. ~~May~~ASC ~~31,~~820 ~~2021,~~establishes ~~the~~a ~~Company~~fair ~~extended~~value ~~the~~hierarchy ~~mineral~~based ~~claim~~on ~~licenses~~the ~~for~~level ~~$7,334~~of ~~(Cdn$9~~independent,~~400).~~ ~~During~~objective evidence surrounding the ~~year~~inputs ~~ended~~used ~~May~~to ~~31,~~measure ~~2022,~~fair ~~the~~value. ~~Company~~A ~~wrote~~financial ~~off~~instrument's ~~the~~categorization ~~mineral~~within ~~property~~the ~~acquisition~~fair ~~costs~~value ofhierarchy ~~$7,334~~is ~~due~~based toupon the ~~uncertainty~~lowest level of ~~establishing~~input ~~proven~~that ~~and~~is ~~probable~~significant ~~reserves.~~to ~~During~~ the ~~year~~fair ~~ended~~value ~~May~~measurement. ~~31,~~ASC ~~2023,~~820 prioritizes the ~~Company~~inputs ~~incurred~~into ~~mineral~~three ~~property~~levels ~~exploration~~that ~~costs~~may ofbe ~~$30,109~~used ~~(2022~~to -measure ~~$40,436).~~fair value:

~~(The~~Level ~~accompanying notes are an integral part of these financial statements.)~~1

~~F-10~~Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

~~WOLVERINE~~Level ~~RESOURCES CORP. (Formerly Wolverine Technologies Corp.)Notes to the Financial Statements May 31, 2023(Expressed in U.S. dollars)~~2

~~(b) On~~Level ~~February~~2 ~~28,~~applies ~~2022,~~to ~~the~~assets ~~Company~~or ~~entered~~liabilities ~~into~~for awhich ~~Property~~there ~~Purchase~~are ~~Agreement~~inputs ~~with~~other ~~Rich~~than ~~Resources~~quoted ~~Inc.~~prices ~~(formerly~~that ~~86835~~are ~~Newfoundland~~observable &for ~~Labrador~~the ~~Corp.)~~asset ~~("Rich"),~~or aliability ~~non-arm's~~such ~~length~~as ~~party,~~quoted toprices ~~acquire~~for asimilar ~~40%~~assets ~~interest~~or liabilities in ~~the~~active ~~Frog~~markets; ~~Property~~quoted ~~located~~prices for identical assets or liabilities in ~~Labrador,~~markets ~~Canada.~~with Oninsufficient ~~February~~volume ~~28,~~or ~~2022,~~infrequent ~~the~~transactions ~~Company~~(less ~~agreed~~active tomarkets); ~~issue~~or ~~28,500,000~~model-derived ~~shares~~valuations ofin ~~common~~which ~~stock~~significant atinputs aare ~~fair~~observable ~~value~~or ofcan $2be derived principally from,~~850,000~~ toor ~~complete~~corroborated ~~the~~by, ~~acquisition~~observable market data.

OnLevel August 9, 2022, the Company amended the Property Purchase Agreement with Rich. Under the terms of the Amended Property Purchase Agreement, the number of shares issued pursuant to the acquisition was reduced from 28,500,000 shares of common stock to 27,500,000 shares of common stock and the number of claims was reduced from 315 claims to 262 claims. As of the filing date of these financial statements, 1,000,000 shares of common stock have been returned and cancelled pursuant to the Amended Property Purchase Agreement. Refer to note 6(b) and 6(c).3

~~During~~Level 3 applies to assets or liabilities for which there are unobservable inputs to the ~~year~~valuation ~~ended~~methodology ~~May~~that ~~31,~~are ~~2022,~~significant to the ~~Company~~measurement ~~wrote~~of ~~off~~the ~~mineral~~fair ~~property~~value ~~acquisition~~of ~~costs~~the assets or liabilities. The Company's financial instruments consist principally of $2cash,~~850~~ other receivables,~~000~~ accounts payable and amounts due to ~~uncertainty~~related parties. Pursuant to ASC 820, the fair value of ~~establishing~~cash ~~proven~~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 ~~probable~~respective ~~reserves~~maturity dates or durations.

6.(j) Comprehensive ~~Common Stock~~Income

~~Authorized~~ASC 220, "Comprehensive Income", establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at May 31, 2024 and 2023, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

~~250,000,000~~(k) Stock-based ~~shares of common stock, $0.001 par value~~compensation

~~Issued~~The Company records stock-based compensation in accordance with ASC 718, "Compensation-Stock Compensation" and ~~outstanding~~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.

~~91,024,373 shares of common stock as at May 31, 2023~~ (~~2022-~~The ~~77,464,373).~~accompanying Onnotes ~~July~~are ~~27,~~an ~~2022,~~integral ~~the~~part ~~Company completed 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, 2023:~~F-9

~~(a) On~~WOLVERINE ~~August~~RESOURCES ~~17, 2022, the Company returned and cancelled 500,000 shares of common stock for no consideration, pursuant to an amendment in a Property Purchase Agreement~~CORP. ~~The par value of the 500,000 shares of common stock was reclassified to additional paid-in capital. Refer to note 5(b).~~

~~(b) On~~Notes ~~November~~to ~~30, 2022,~~ the ~~Company~~Financial ~~returned~~Statements May ~~and cancelled 500~~31,~~000~~ shares of common stock for no consideration, pursuant to an amendment in a Property Purchase Agreement. The par value of the 500,000 shares of common stock was reclassified to additional paid-in capital. Refer to note 5(b).2024

(~~c) On~~Expressed ~~January~~in ~~27, 2023, the Company issued 1,250,000 shares of common stock at a price of Cdn$0~~U.05S. ~~per share pursuant to a private placement for cash proceeds of $49,361 (Cdn$62,500~~dollars)~~, which was received during the year ended May 31, 2022.~~

~~(d) On January 27, 2023, the Company issued 7,200,000 shares of common stock at a price of Cdn$0~~3.~~025~~ Recent ~~per~~Accounting ~~share pursuant to a private placement for cash proceeds of $133,410 (Cdn$180,000).~~Pronouncements

~~(e) On~~The ~~January~~Company ~~27,~~has ~~2023,~~implemented ~~the~~all ~~Company~~new ~~issued~~accounting ~~420,000~~pronouncements ~~shares~~that ofare ~~common~~in ~~stock~~effect atand athat ~~price~~may ofimpact ~~$0.02~~its ~~per~~financial ~~share~~statements ~~pursuant~~and todoes not believe that there are any other new accounting pronouncements that have been issued that might have a ~~private~~material ~~placement~~impact ~~for~~on ~~cash~~its ~~proceeds~~financial position or results of ~~$8,400~~operations.

(f) On January 27, 2023, the Company issued 5,690,000 shares of common stock with a fair value of $187,770 to settle accounts payable of $107,377 (Cdn$142,984), resulting in a loss on settlement of $80,8884. ~~This~~Related ~~settlement~~Party ~~relates to both accounts payable and related parties payable (see notes 4(a) and 4(c)).~~Transactions

(ga) During the year ended May 31, ~~2023~~2024, the Company ~~received~~incurred ~~proceeds~~consulting fees of $234,~~000~~445 ~~for~~(Cdn$46,400) ~~100~~(2023 - $14,975 (Cdn$20,000)) ~~shares~~to a company controlled by the Chief Financial Officer ("CFO") of ~~common~~the ~~stock~~Company. As at ~~$0.02~~May ~~per~~31, ~~share~~2024, ~~and~~the ~~proceeds~~Company ofowes $583,~~346~~675 (~~Cdn~~2023 - $781,~~750~~457) ~~for~~to ~~3,150,000~~a ~~shares~~company ofcontrolled ~~common~~by ~~stock~~the atCFO, ~~Cdn$0.025~~which ~~per~~is ~~share~~non-interest tobearing, beunsecured ~~issued~~and ~~subsequent~~due toon ~~year end~~demand.

(~~The~~b) During ~~accompanying~~the ~~notes~~year ~~are~~ended anMay ~~integral~~31, ~~part~~2024, the Company incurred consulting fees of ~~these~~$18,499 ~~financial~~(Cdn$24,700) ~~statements.~~(2023- $26,376 (Cdn$35,550)) to a director of the Company.

F(c) During the year ended May 31, 2024, the Company recorded consulting fees of $122,684 (Cdn$166,000) (2023 -11 $89,759 (Cdn$120,000)) to a company controlled by the Chief Executive Officer ("CEO") and director of the Company. On July 18, 2023 and August 10, 2023, $746 (Cdn$1,000) and $1,891 (Cdn$2,500) of accounts payable owing to the entity controlled by the CEO was assigned to two third- party individuals. The Company issued an aggregate of 140,000 shares of its common stock to settle the payable, resulting in a loss on settlement of $543. Refer to Note 6(c). As at May 31, 2024, the Company owes $5,997 (2023 - $10,851) to this company. As at May 31, 2024, the Company also owes $5,342 (2023 - $5,352) to the CEO for expense reimbursement, which is non-interest bearing, unsecured and due on demand.

~~WOLVERINE~~(d) On ~~RESOURCES~~February ~~CORP~~28, 2022, the Company acquired a 40% interest in the Frog Property located in Labrador, Canada from Rich Resources Inc. (~~Formerly~~formerly ~~Wolverine~~86835 ~~Technologies~~Newfoundland & Labrador Corp.)~~Notes~~, toa private company controlled by the ~~Financial~~CEO ~~Statements~~ and by a director of the Company. Refer to note 5(b). As at May 31, ~~2023~~2024, the Company owes $5,938 (~~Expressed~~Cdn$8,100) in(2023 ~~U.S.~~- ~~dollars~~$5,953 (Cdn$8,100)) to a private company controlled by the CEO and by a director, which is non-interest bearing, unsecured and due on demand.

~~Stock~~(e) During ~~transactions during~~ the year ended May 31, ~~2022:~~2024, the Company issued 2,000,000 shares of common stock at Cdn$0.025 to a director and a Company controlled by the director of the Company. The Company also received proceeds of $29,159 (Cdn$40,000) from a director and a Company controlled by the director of the Company for 1,600,000 shares of common stock at Cdn$0.025. On March 21, 2024, the Company entered into a settlement agreement with a director of the Company to settle accrued consulting fees of $22,169 (Cdn$30,000) owed by issuing 1,200,000 shares of its common stock. On September 10, 2024, the Company issued 2,800,000 shares of common stock. Refer to Note 8(a).

(af) OnDuring ~~July~~the 26year ended May 31, ~~2021~~2024, the Company issued 1700,~~850,~~000 shares of common stock at ~~a price of~~ Cdn$0.05025 ~~per~~to ~~share~~individuals ~~pursuant~~related to a ~~private~~director ~~placement~~of ~~for~~the ~~cash~~Company. The Company also received proceeds of $7511,~~295~~083 (Cdn$9215,~~500~~000), from individuals related to a director of ~~which~~the ~~$40~~Company for 600,~~953~~000 (shares of common stock at Cdn$~~50,000)~~0.025. On ~~was~~September ~~received~~10, ~~during~~2024, the ~~year~~Company ~~ended~~issued ~~May 31~~600,000 ~~2021~~shares of common stock. Refer to Note 8(a).

~~(b) On July 26, 2021, the Company issued 150,000 shares of common stock at a price of $0.0375 per share pursuant to a private placement for cash proceeds of $~~5~~,625, of which $3,750 was received during the year ended May 31, 2021~~. Mineral Properties

(ca) OnIn November ~~30,~~2020 and April 2021, the Company ~~issued~~staked 1mineral claims located in Labrador,~~500~~ Canada for $2,~~000~~668 ~~shares~~(Cdn$3,448). ofDuring ~~common~~the ~~stock~~year atended aMay ~~price~~31, of2021, the Company extended the mineral claim licenses for $7,334 (Cdn$09,400).05 ~~per~~During ~~share~~the ~~pursuant~~year ended May 31, 2022, the Company wrote off the mineral property acquisition costs of $7,334 due to athe ~~private~~uncertainty ~~placement~~of ~~for~~establishing ~~cash~~proven ~~proceeds~~and probable reserves. During the year ended May 31, 2024, the Company incurred mineral property exploration costs of $5925,~~110~~141 (~~Cdn~~2023 - $7530,~~000~~109).

(~~d) On~~The ~~November~~accompanying ~~30,~~notes ~~2021,~~are ~~the~~an ~~Company~~integral ~~issued~~part ~~500,000 shares~~ of ~~common~~these ~~stock~~financial ~~at a price of $0~~statements.~~00375 per share pursuant to a private placement for cash proceeds of $18,750.~~)

~~(e) On February 28, 2022, the Company issued 28,500,000 shares of common stock with a fair value of $2,850,000 to acquire the Frog Property. Refer to Note 5(b).~~F-10

~~(f) On~~WOLVERINE ~~March~~RESOURCES ~~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)~~CORP.

~~(g) On~~Notes ~~March~~to ~~10, 2022,~~ the ~~Company~~Financial ~~issued~~Statements May 931,~~683,000~~ ~~shares of common stock with a fair value of $774,640 to settle accounts payable of $379,147 (Cdn$459,150), resulting in a loss on settlement of $395,493.~~2024

(~~h) On~~Expressed ~~July~~in ~~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~~U.S. dollars)

At(b) On ~~May~~February 3128, ~~2023~~2022, ~~and~~the Company entered into a Property Purchase Agreement with Rich Resources Inc. (formerly 86835 Newfoundland & Labrador Corp.) ("Rich"), 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 ~~had~~agreed noto ~~dilutive~~issue ~~shares~~28,500,000 orshares of common stock ~~equivalents~~at a fair value of $2,850,000 to complete the acquisition.

7On August 9, 2022, the Company amended the Property Purchase Agreement with Rich. ~~Income~~Under ~~Taxes~~the terms of the Amended Property Purchase Agreement, the number of shares issued pursuant to the acquisition was reduced from 28,500,000 shares of common stock to 27,500,000 shares of common stock and the number of claims was reduced from 315 claims to 262 claims. During the fiscal year ended May 31, 2023, 1,000,000 shares of common stock have been returned and cancelled pursuant to the Amended Property Purchase Agreement. Refer to note 6(f) and 6(g).

~~The~~During ~~Company~~the ~~has~~year ~~net~~ended ~~operating~~May ~~losses~~31, ~~carried forward of $5~~2022,~~707,300~~ ~~available~~the toCompany ~~offset~~wrote ~~taxable~~off ~~income~~mineral inproperty ~~future~~acquisition ~~years~~costs ~~which expires beginning in fiscal 2027. Under section 382~~ of ~~the~~$2,850,000 ~~Internal~~due ~~Revenue~~to ~~Code~~uncertainty ~~such a change in control negates much~~ of ~~the~~establishing ~~tax~~proven ~~loss carry forward~~ and ~~deferred~~probable ~~income tax~~reserves. ~~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.~~

~~The~~On July 19, 2023, the Company ~~was~~entered ~~subject~~into toa ~~United~~Second ~~States~~Amendment ~~federal~~of ~~and~~the ~~state~~Purchase ~~income~~Agreement ~~taxes~~with atRich, anrelating ~~approximate~~to ~~rate~~the acquisition of 21a 40% ~~for~~interest in the ~~years~~Frog ~~ended~~Property ~~May~~located 31in Labrador, ~~2023~~Canada. Under the terms of the Second Amendment of the Purchase Agreement, 24,000,000 common shares held by two related parties were cancelled and ~~2022~~re-issued to Rich. Refer to Note 4(d).

~~The~~On ~~reconciliation~~February 2, 2024, Rich staked three mineral licenses comprised of ~~the~~385 ~~provision~~claims and paid $14,300 in refundable security deposits. The mineral licenses are valid for ~~income~~a ~~taxes~~term atof ~~the~~five ~~United~~years ~~States~~and ~~federal~~require ~~statutory~~annual ~~rate~~assessment ~~compared~~work reports to be submitted. The security deposit will be refunded to the ~~Company's~~license ~~income~~holder ~~tax~~upon ~~expense~~the ascompletion ~~reported~~and isacceptance asof ~~follows:~~the first assessment work report which must be submitted within 60 days of the first anniversary of the license being issued.

	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	-		-

6. Common Stock

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

~~F-12~~250,000,000 shares of common stock, $0.001 par value

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

~~The~~100,974,373 ~~significant~~shares ~~components~~ of ~~deferred~~common ~~income~~stock ~~tax~~as ~~assets and liabilities~~ at May 31, 2024 (2023 ~~and~~- 91,024,373). On July 27, 2022, ~~are~~the asCompany ~~follows~~completed a 20:1 reverse stock split and the common stock amounts have been retrospectively restated to show the effect of the reverse split.

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

As at the date of these financial statements, the Company has recorded subscriptions payable of $357,862 relating to proceeds received for 15,560,000 shares of common stock which have yet to be issued.

8.Stock ~~Subsequent~~transactions ~~Events~~during the year ended May 31, 2024:

(a) On ~~July~~September 196, 2023, the Company ~~entered~~issued ~~into~~100,000 ashares ~~Second Amendment~~ of ~~the~~common ~~Purchase~~stock ~~Agreement~~at ~~with~~$0.02 ~~Rich~~per ~~Resources~~share ~~Inc.~~and ~~("Rich")~~3,150,000 ~~formerly~~shares ~~86835~~of ~~Newfoundland~~common &stock ~~Labrador~~at ~~Corp~~Cdn$0.025 ~~relating~~per toshare ~~the~~for ~~acquisition~~pursuant ofto a ~~40%~~private ~~interest~~placement infor ~~the~~total ~~Frog~~cash ~~Property~~proceeds ~~located in Labrador, Canada. Under the terms~~ of ~~the Second Amendment of the Purchase Agreement~~$60, 24346,~~000,000~~ ~~common~~which ~~shares~~were ofreceived during the ~~Company~~year ~~were~~ended ~~issued~~May ~~to Rich and 12~~31,~~000,000~~ ~~common shares held by two related parties were cancelled~~2023. ~~Refer to notes 4(e) and 5(b).~~

(b) On September 6, 2023, the Company issued ~~100~~500,000 shares of common stock at ~~a price of~~ $0.02 per share ~~to settle subscription payable of $2,000~~ and 36,~~150~~060,000 shares of common stock at ~~a price of~~ Cdn$0.025 per share pursuant to ~~settle~~a ~~subscription~~private ~~payable~~placement for total cash proceeds of $58124,~~346 (Cdn$78~~944,~~750)~~ as of ~~May~~which 31700,000 ~~2023~~shares were issued to individuals related to a director of the Company.

(c) On September 6, 2023, the Company issued ~~500~~140,000 shares of common stock atto asettle ~~price~~related parties payable of $02,637 (Cdn$3,500).~~02 per~~ ~~share~~On ~~for~~July ~~cash~~18, ~~proceeds~~2023 ofand $August 10,~~000~~ ~~and 6~~2023,~~060,000~~ ~~shares~~a ofcompany ~~common~~controlled ~~stock~~by atthe aCEO ~~price~~ of ~~Cdn$0.025~~the ~~per~~Company ~~share~~assigned ~~for~~its ~~cash~~outstanding ~~proceeds~~receivables of $~~111~~746 (Cdn$1,~~768~~000) and $1,891 (Cdn$~~151~~2,500), ~~pursuant~~respectively, owed to it by the Company to two third-party individuals. Following this assignment, the Company entered into a ~~private~~Settlement ~~placement~~Agreement with these two third-party individuals and agreed to settle the assigned amount by issuing an aggregate of 140,000 shares of its common stock. Upon settlement the Company recognized a loss on settlement of $543.

(~~d) On~~The ~~September~~accompanying 6,notes ~~2023,~~are ~~the~~an ~~Company~~integral ~~issued~~part ~~140,000 shares~~ of ~~common~~these ~~stock~~financial ~~with a fair value of $3,180 to settle accounts payable of $2,637 (Cdn$3,500), resulting in a loss on settlement of $543~~statements.)

~~(e) On September 21, 2023, the Company received proceeds of $7,423 (Cdn$10,000) for 400,000 shares of common stock at Cdn$0.025 per share.~~F-11

~~(The~~WOLVERINE ~~accompanying~~RESOURCES ~~notes are an integral part of these financial statements~~CORP.)

~~F-13~~Notes to the Financial Statements May 31, 2024

~~Item~~(Expressed ~~9. Changes~~ in ~~and~~U.S. ~~Disagreements with Accountants on Accounting and Financial Disclosure~~dollars)

~~There~~(d) On ~~were~~December no7, ~~disagreements~~2023, ~~related~~the Company entered into a Settlement Agreement with a third-party individual and agreed to ~~accounting~~settle ~~principles~~accounts orpayable ~~practices~~of $1,839 ~~financial~~(Cdn$2,500) ~~statement~~by ~~disclosure~~issuing 100,000 ~~internal~~shares ~~controls~~of orits ~~auditing~~common ~~scope~~stock orat ~~procedure~~a ~~during~~fair value of $3,000. As a result, the ~~two~~Company ~~fiscal~~recognized ~~years~~a ~~and~~loss ~~interim~~on ~~periods~~settlement of $1,161. The Company has issued the 100,000 shares subsequent to year end. Refer to Note 8(a).

~~Item~~(e) On 9AMarch 21, 2024, the Company entered into a Settlement Agreement with a third-party individual and agreed to settle accrued consulting fees of $18,475 (TCdn$25,000) by issuing 1,000,000 shares of its common stock at a fair value of $50,000. ~~Controls~~As ~~and~~a ~~Procedures~~result, the Company recognized a loss on settlement of $31,525. The Company has issued the 1,000,000 shares subsequent to year end. Refer to Note 8(a).

~~Evaluation~~(f) On March 21, 2024, the Company entered into a Settlement Agreement with a director of ~~Disclosure~~the ~~Controls~~Company and ~~Procedures~~agreed to settle accrued consulting fees of $22,169 (Cdn$30,000) by issuing 1,200,000 shares of its common stock at a fair value of $60,000. As a result, the Company recognized a loss on settlement of $37,831. The Company has issued the 1,200,000 shares subsequent to year end. Refer to Note 8(a).

We(g) During ~~maintain~~the ~~disclosure~~year ~~controls~~ended ~~and~~May ~~procedures~~31, as2024, ~~defined in Rule 13a-15€ promulgated under~~ the ~~Securities~~Company ~~Exchange~~received ~~Act~~proceeds of ~~1934~~$244,862 ~~(the~~for ~~"Exchange Act")~~13,260,000 ~~that~~shares ~~are~~of ~~designed~~common tostock ~~ensure~~at ~~that~~Cdn$0.025 ~~information required~~ to be ~~disclosed~~issued bysubsequent 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~~year ~~management,~~end. ~~including~~Refer ~~our Chief Executive Officer and Chief Financial Officer, as appropriate~~ to ~~allow~~Note ~~timely decisions regarding required disclosure~~8(a).

WeStock ~~carried~~transactions ~~out~~during ~~an evaluation, under~~ the ~~supervision~~year ~~and~~ended 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, 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~~(h) On ~~Report~~August on17, ~~Internal~~2022, ~~Control~~the ~~over~~Company ~~Financial~~returned ~~Reporting~~and cancelled 500,000 shares of common stock for no consideration, pursuant to an amendment in a Property Purchase Agreement. The par value of the 500,000 shares of common stock was reclassified to additional paid-in capital. Refer to note 5(b).

~~Our~~(i) On ~~management~~November is30, ~~responsible~~2022, ~~for~~the ~~establishing~~Company returned and ~~maintaining~~cancelled ~~effective~~500,000 ~~internal~~shares ~~control over financial reporting. Under the supervision~~ of ~~our~~common ~~Chief~~stock ~~Executive~~for ~~Officer~~no ~~and Chief Financial Officer~~consideration, ~~the~~pursuant ~~Company~~to ~~conducted~~ an ~~evaluation~~amendment ofin ~~the~~a ~~effectiveness~~Property ofPurchase ~~our~~Agreement. ~~internal~~The ~~control~~par ~~over~~value ~~financial reporting as~~ of ~~May~~the 31500,000 ~~2023,~~shares ~~using~~of ~~the~~common ~~criteria~~stock ~~established~~was inreclassified ~~Internal~~to ~~Control~~additional paid-~~Integrated~~in ~~Framework~~capital. ~~(2013)~~Refer ~~issued~~to bynote ~~the Committee of Sponsoring Organizations of the Treadway Commission~~ 5(~~COSO~~b).

A(j) On ~~material~~January ~~weakness is a deficiency~~27, ~~or combination of deficiencies~~2023, inthe ~~internal~~Company ~~control~~issued ~~over financial reporting~~1,250,000 ~~such~~shares ~~that~~of ~~there~~common isstock aat ~~reasonable possibility that~~ a ~~material~~price ~~misstatement~~ of ~~the~~Cdn$0.05 ~~Company's~~per ~~annual~~share orpursuant ~~interim~~to ~~financial statements will not be prevented or detected on~~ a ~~timely~~private ~~basis.~~placement Infor ~~its~~cash ~~assessment~~proceeds of ~~the~~$49,361 ~~effectiveness~~(Cdn$62,500), ofwhich ~~internal~~was ~~control~~received ~~over~~during ~~financial~~the ~~reporting~~year asended of May 31, ~~2023, the Company determined that there were significant deficiencies that constituted material weaknesses, as described below~~2022.

(1k) ~~lack~~On ofJanuary a27, ~~majority~~2023, ofthe ~~outside~~Company ~~directors~~issued on7,200,000 ~~our~~shares ~~board~~ of ~~directors,~~common ~~resulting~~stock inat ~~ineffective~~a ~~oversight~~price inof ~~the~~Cdn$0.025 ~~establishment~~per ~~and~~share ~~monitoring~~pursuant ofto ~~required~~a ~~internal~~private ~~controls~~placement ~~and~~for ~~procedures;~~cash proceeds of $133,410 (Cdn$180,000).

(2l) ~~inadequate~~On ~~segregation~~January 27, 2023, the Company issued 420,000 shares of ~~duties~~common ~~consistent~~stock ~~with~~at ~~control~~a ~~objectives;~~price of $0.02 per share pursuant to a private placement for cash proceeds of $8,400.

(3m) ~~insufficient~~On ~~written~~January ~~policies~~27, ~~and~~2023, ~~procedures~~the ~~for~~Company ~~accounting~~issued ~~and~~5,690,000 ~~financial~~shares ~~reporting~~of common stock with ~~respect~~a fair value of $187,770 to ~~the~~settle ~~requirements~~accounts ~~and~~payable ~~application~~of $107,377 (Cdn$142,984), resulting in a loss on settlement of US$80,888. ~~GAAP~~This ~~and~~settlement ~~SEC~~relates ~~disclosure~~to ~~requirements;~~both accounts payable and related parties payable.

(4n) ~~ineffective~~During ~~controls~~the ~~over~~year ~~period~~ended ~~end~~May ~~financial~~31, ~~disclosure~~2023, the Company received proceeds of $2,000 for 100,000 shares of common stock at $0.02 per share and ~~reporting~~proceeds ~~processes~~of $58,346 (Cdn$78,750) for 3,150,000 shares of common stock at Cdn$0.025 per share to be issued subsequent to May 31, 2023.

~~Management~~(The isaccompanying ~~currently~~notes ~~evaluating~~are ~~remediation~~an ~~plans~~integral ~~for~~part ~~the~~of ~~above~~these ~~control~~financial ~~deficiencies~~statements.)

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.F-12

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

18Notes to the Financial Statements May 31, 2024

~~This~~(Expressed 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~~U.S. dollars)

~~Changes~~7. Income ~~in Internal Control~~Taxes

~~During~~The ~~the~~Company ~~year~~has ~~ended~~net ~~May~~operating ~~31,~~losses ~~2023~~carried forward of $6,030,812 ~~there~~available ~~were~~to nooffset ~~changes~~taxable income in ~~our~~future ~~internal~~years which expires beginning in fiscal 2027. Under section 382 of the Internal Revenue Code such a change in control ~~over~~negates ~~financial~~much ~~reporting~~of ~~that~~the ~~materially~~tax ~~affected,~~loss orcarry ~~are~~forward ~~reasonably~~and ~~likely~~deferred income tax. The Company is subject to ~~materially~~examination ~~affect,~~by ~~our~~the ~~internal~~IRS ~~control~~for ~~over~~tax ~~financial~~years ~~reporting~~2014 to 2021. The Company is also subject to income tax in Canada.

~~Inherent~~The ~~limitations~~Company onwas ~~effectiveness~~subject to United States federal and state income taxes at an approximate rate of ~~controls~~21% for the years ended May 31, 2024 and 2023.

~~Internal~~The ~~control~~reconciliation ~~over~~of ~~financial reporting has inherent limitations which include but is not limited to~~ the ~~use~~provision ~~of independent professionals~~ for ~~advice~~income ~~and~~taxes ~~guidance,~~at 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~~United ~~reporting~~States ~~process~~federal ~~and~~statutory itrate iscompared ~~possible~~ to ~~design into~~ the ~~process~~Company's ~~safeguards~~income totax ~~reduce,~~expense ~~though~~as ~~not~~reported ~~eliminate,~~is ~~this~~as 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.follows:

Item 9B. Other Information

	2024 $		2023 $
Income tax recovery at statutory rate	(96,317	)	(86,079	)
Temporary differences	5,280		6,323
Valuation allowance change	91,037		79,756
Provision for income taxes	-		-

~~None~~The significant components of deferred income tax assets and liabilities at May 31, 2024 and 2023, are as follows:

PART III

	2024 $		2023 $
Mineral property costs	921,635		916,355
Net operating losses carried forward	1,289,570		1,198,533
Gross deferred income tax assets	2,211,205		2,114,888
Valuation allowance	(2,211,205	)	(2,114,888	)
Net deferred income tax asset	-		-

~~Item~~(The ~~10. Directors,~~accompanying ~~Executive~~notes ~~Officers~~are ~~and~~an ~~Corporate~~integral ~~Governance~~part of these financial statements.)

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:F-13

Name	Position Held with the Company	Age	Date First Electedor 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
Slade Dyer	Director	67	November 9, 2022
Don Bowins	Director	71	May 23, 2023

WOLVERINE RESOURCES CORP.

~~Business~~Notes ~~Experience~~to the Financial Statements May 31, 2024

~~The~~(Expressed ~~following~~in 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 employedU.S. dollars)

198. Subsequent Events

~~Bruce~~(a) On ~~Costerd~~September 10, 2024, the Company issued 13,260,000 shares of common stock to settle subscription payable of $244,862, of which 1,600,000 shares were issued to a director and a Company controlled by the director of the Company and 600,000 shares were issued to individuals related to a director of the Company. The Company also issued 2,300,000 shares of common stock to settle shares issuable for debt of $113,000, of which 1,200,000 shares were issued to a director of the Company.

~~Mr.~~(b) On ~~Costerd~~September is10, ~~responsible~~2024, ~~for~~ the ~~financing~~Company ~~and~~issued ~~management~~4,640,000 shares of ~~Wolverine~~common ~~and~~stock, ~~its~~of ~~mineral~~which ~~projects.~~2,040,000 ~~Mr.~~shares ~~Costerd~~were ~~has~~issued ~~spent~~to ~~over~~individuals ~~twenty-five~~related ~~years~~to ina ~~the~~director ~~financing and management~~ of ~~exploration~~the ~~projects~~Company, into ~~Newfoundland~~settle ~~and~~accounts ~~Labrador~~payable ~~and~~of is$85,961 ~~responsible for introducing Wolverine to its current projects~~(Cdn$116,000), ~~the~~resulting ~~Frog~~in ~~Property~~a ~~and~~loss ~~the~~on ~~Cache~~settlement ~~River~~of ~~Property~~$104,279.

~~Prior~~(c) On toAugust ~~Wolverine~~31, ~~Mr.~~2024, ~~Costerd~~a ~~was~~company ~~CEO~~controlled ~~and~~by athe ~~director~~CEO of ~~Gallery~~the ~~Resources~~Company ~~Limited~~assigned its outstanding receivables of $19,452 (~~"Gallery"~~Cdn$26,250), ~~from~~owed ~~1990~~ to ~~2006.~~it ~~Gallery~~by ~~was~~the aCompany ~~junior~~to ~~mineral~~six ~~exploration~~third-party individuals and ~~development~~an individual related to the CEO of the Company. On August 31, 2024, a company ~~with~~controlled ~~projects~~by inthe CFO of the ~~Provinces~~Company assigned its outstanding receivables of ~~British~~$3,705 ~~Columbia~~(Cdn$5,000), ~~and~~owed ~~Newfoundland~~to ~~and~~it ~~Labrador~~by the Company to a third-party individual. ~~Gallery~~Following ~~conducted~~these ~~exploration~~assignments, onthe Company entered into a ~~number~~settlement ofagreement ~~projects~~with inthese third-party individuals and the ~~Province~~individual ofrelated ~~Newfoundland~~to ~~and~~the ~~Labrador~~CEO ~~between~~of ~~1995~~the Company and ~~2006~~agreed ~~and~~to ~~incurred~~settle ~~exploration~~the ~~expenditures~~assigned inamounts ~~excess~~by issuing an aggregate of ~~$10~~1,~~000~~250,000 ~~during~~shares ~~that~~of ~~period~~its common stock. ~~Gallery~~Upon ~~also~~settlement, ~~owned~~the ~~certain~~Company ~~mining~~recognized ~~claims~~a ~~located~~loss inon settlement of $28,092. On September 10, 2024, the ~~Cariboo~~Company ~~Mining~~issued ~~Division~~1,250,000 shares of ~~British~~common ~~Columbia~~stock, ~~and~~of ~~incurred~~which ~~acquisition~~200,000 ~~costs~~shares ~~and~~were ~~development~~issued ~~expenses~~to onan individual related to the ~~claims~~CEO ~~totaling~~of ~~approximately~~the ~~$3,000,000~~Company.

~~Richard~~(d) On ~~Haderer~~August 31, 2024, a director of the Company assigned its outstanding receivables of $3,705 (Cdn$5,000), owed to it by the Company to a third-party individual. Following these assignments, the Company entered into a settlement agreement with the third-party individual and agreed to settle the assigned amount by issuing an aggregate of 200,000 shares of its common stock. Upon settlement, the Company recognized a loss on settlement of $4,495. On September 26, 2024, the Company issued 200,000 shares of common stock.

~~Mr.~~(e) Subsequent ~~Haderer~~to ~~has~~the ~~worked~~year asended aMay ~~regulatory~~31, ~~consultant~~2024, ~~for~~the ~~Wolverine~~Company ~~since~~received ~~February~~proceeds of ~~2006.~~$2,500 ~~Mr.~~for ~~Haderer~~100,000 ~~has~~non-flow-through ~~been~~shares ~~President~~ of ~~PubCo~~common ~~Services~~stock ~~Inc~~at $0.025 ~~since~~per ~~April~~share, ~~1996.~~proceeds ~~PubCo~~of ~~Services~~$10,000 ~~Inc.~~for ~~provides~~500,000 ~~regulatory~~non-flow-through ~~consulting~~shares ~~services~~of tocommon ~~publicly~~stock ~~traded~~at ~~companies~~$0.02 ~~Mr.~~per ~~Haderer~~share ~~has~~and ~~also~~$36,711 ~~served~~(Cdn$50,000) asfor a2,000,000 ~~director~~non-flow-through ~~and~~shares ~~officer~~ of ~~several~~common ~~publicly~~stock ~~traded~~at ~~companies~~Cdn$0.025 ~~From~~per ~~November~~share. ~~1989~~On toSeptember ~~April~~10, ~~1996~~2024, ~~Mr.~~the ~~Haderer~~Company ~~worked~~issued as2,600,000 ashares ~~Listing~~of ~~Analyst~~common ~~with~~stock, ~~the~~of ~~Alberta~~which ~~Stock~~200,000 ~~Exchange~~shares ~~(now~~were issued to an individual related to the ~~TSX~~CEO ~~Venture~~of ~~Exchange)~~the Company.

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

~~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~~F-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.14

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

~~Slade~~There ~~Dyer~~were ~~has~~no adisagreements ~~broad~~related ~~spectrum~~to ofaccounting ~~experience~~principles inor ~~land use planning~~practices, ~~local~~financial ~~government~~statement ~~administration and project management~~disclosure, ininternal ~~both~~controls ~~the~~or ~~public~~auditing ~~and~~scope ~~private~~or ~~sectors.~~procedure Heduring ~~spent 6 years in Provincial/Municipal land development approvals and 12 years in local government administration. He then transitioned into~~ the ~~private~~two ~~sector~~fiscal ~~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.~~interim ~~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~~periods.

~~Don~~Item ~~Bowins~~9A (T). Controls and Procedures

~~Don~~Evaluation ~~Bowins~~of isDisclosure ~~Civil~~Controls ~~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.Procedures

~~Family~~We ~~Relationships~~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.

~~There~~We ~~are~~carried noout ~~family~~an ~~relationships~~evaluation, ~~among~~under the supervision and with the participation of our ~~directors~~management, orincluding ~~officers~~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, 2024. 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.

~~Corporate~~Management's ~~Governance~~Report on Internal Control over Financial Reporting

~~Corporate~~Our ~~Governance~~management ~~relates~~is toresponsible ~~the~~for ~~activities~~establishing ofand ~~the~~maintaining ~~Board~~effective ofinternal ~~Directors.~~control ~~National~~over ~~Instrument~~financial ~~58-201(Canada) establishes corporate governance guidelines which apply to all public companies~~reporting. ~~The~~Under ~~Company~~the ~~has~~supervision ~~reviewed~~of ~~its~~our ~~own~~Chief ~~corporate~~Executive ~~governance~~Officer ~~practices~~and inChief ~~light~~Financial ~~of these guidelines. In certain cases~~Officer, the Company's ~~practices~~conducted ~~comply~~an ~~with~~evaluation ~~the~~of ~~guidelines, however,~~ the ~~Board~~effectiveness ~~considers that some~~ of ~~the~~our ~~guidelines~~internal ~~are~~control ~~not~~over ~~suitable~~financial ~~for~~reporting ~~the~~as ~~Company at its current stage~~ of ~~development~~May ~~and~~31, ~~therefore~~2024, ~~these~~using ~~guidelines~~the ~~have~~criteria ~~not~~established ~~been~~in ~~adopted.~~Internal ~~National Instrument 58~~Control-~~201~~Integrated ~~mandates~~Framework ~~disclosure~~(2013) ofissued ~~corporate~~by ~~governance practices which disclosure is set out below. The Board is committed to sound corporate governance practices in~~ the ~~interest~~Committee of ~~its~~Sponsoring ~~shareholders~~Organizations ~~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~~Treadway ~~progresses~~Commission (COSO).

20A 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, 2024, the Company determined that there were significant deficiencies that constituted material weaknesses, as described below.

~~Board~~(1) lack of ~~Directors~~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;

~~The~~(2) inadequate ~~Company's~~segregation ~~Board consists~~ of ~~five~~duties ~~directors,~~consistent ~~Bruce~~with ~~Costerd,~~control Richard Haderer, Luke Rich, Slade Dyer and Don Bowins. Slade Dyer and Don Bowins are the independent directors 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. Luke Rich is not independent as he is a paid consultant for the Company.objectives;

~~The~~(3) insufficient ~~size~~written ofpolicies ~~the~~and ~~Company~~procedures ~~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~~accounting inand ~~the~~financial ~~agenda~~reporting ofwith ~~matters~~respect to ~~be discussed at meetings of~~ the ~~Board.~~requirements ~~The Board considers that management is effectively supervised by the independent directors on an informal basis as the independent directors are actively~~ and ~~regularly~~application ~~involved in reviewing the operations~~ of ~~the~~US ~~Company~~GAAP and ~~have~~SEC ~~regular~~disclosure ~~and~~requirements; 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.and

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

~~None~~Management ofis ~~the~~currently ~~directors~~evaluating ~~are~~remediation ~~directors~~plans offor ~~other~~the ~~reporting~~above ~~issuers~~control deficiencies.

~~Orientation~~In ~~and~~light ~~Continuing~~of ~~Education~~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.

~~The~~As ~~Board does not have~~ a ~~formal~~result, ~~orientation~~management orhas ~~education~~concluded ~~program~~that ~~for~~the ~~its~~Company's ~~members.~~internal ~~New~~control ~~Board~~over ~~members~~financial ~~will~~reporting beas ~~provided with information respecting the functioning~~ of ~~the~~May ~~Board of Directors~~31, ~~audit committee~~2024, ~~access~~based toon ~~all~~criteria ofestablished ~~the~~in ~~publicly~~Internal ~~filed~~Control-Integrated ~~documents~~Framework of(2013) ~~the~~issued ~~Company~~by ~~and~~COSO ~~complete~~was ~~access~~not ~~to management and the Company's professional advisors~~effective.

Board members 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.22

~~Ethical~~This ~~Business~~Annual ~~Conduct~~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.

~~The~~Changes ~~Board believes good corporate governance~~ in anInternal ~~integral component to the success of the Company and to meet responsibilities to shareholders.~~Control

AtDuring ~~present~~ the ~~Board~~year ~~has~~ended ~~not~~May ~~adopted~~31, ~~guidelines~~2024, orthere ~~stipulations~~were orno achanges ~~code~~in toour ~~encourage~~internal ~~and~~control ~~promote~~over afinancial ~~culture~~reporting ofthat ~~ethical~~materially ~~business~~affected, ~~conduct~~or ~~due~~are toreasonably ~~the~~likely ~~size~~to ofmaterially ~~its~~affect, ~~Board~~our ~~and~~internal ~~its~~control ~~limited~~over ~~activities.~~financial ~~The Company does promote ethical business conduct through the nomination of Board members it considers ethical~~reporting.

~~Nomination~~Inherent limitations on effectiveness of ~~Directors~~controls

~~The~~Internal ~~Board~~control over financial reporting has ~~responsibility~~inherent ~~for~~limitations ~~identifying~~which ~~and~~include ~~assessing~~but ~~potential~~is ~~Board~~not ~~candidates.~~limited ~~Recruitment~~to the use of ~~new~~independent ~~directors~~professionals ~~has~~for ~~generally~~advice ~~resulted~~and ~~from~~guidance, ~~recommendations~~interpretation ~~made~~of byexisting ~~directors~~and/or changing rules and principles, segregation of management duties, scale of organization, and ~~shareholders~~personnel factors. ~~The~~Internal ~~Board~~control ~~assesses~~over ~~potential~~financial ~~Board~~reporting ~~candidates~~is a process which involves human diligence and compliance and is subject to ~~fill~~lapses ~~perceived~~in ~~needs~~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 ~~Board~~financial ~~for~~reporting ~~required~~process ~~skills~~and it is possible to design into the process safeguards to reduce, ~~expertise~~though not eliminate, ~~independence~~this risk. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and ~~other~~presentation. ~~factors~~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.

21Item 9B. Other Information

~~Compensation~~None

~~The~~PART 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.III

~~Other~~Item ~~Board~~10. Directors, ~~Committees~~Executive Officers and Corporate Governance

~~The~~All ~~members~~of the directors of our company hold office until the ~~audit~~next ~~committee~~annual ~~are~~meeting ~~Slade~~of ~~Dyer,~~the ~~Richard~~stockholders ~~Haderer~~or ~~and~~until ~~Don~~their ~~Bowins~~successors have been elected and qualified. ~~Slade~~Our ~~Dyer~~officers isare ~~the~~appointed ~~Chairman~~by our board of ~~the~~directors ~~audit~~and ~~committee~~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:

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.

Name	Position Held with the Company	Age	Date First Elected or Appointed
Bruce Costerd	Chief Executive Officer and Director	69	January 24, 2022
Richard Haderer	Chief Financial Officer and Director	61	April 13, 2015
Luke Rich	Director	59	June 14, 2010
Slade Dyer	Director	68	November 9, 2022
Don Bowins	Director	72	May 23, 2023

~~Assessments~~Business Experience

The ~~Board~~following ~~does~~is ~~not~~a ~~consider~~brief ~~that~~account ~~formal~~of ~~assessments~~the ~~would~~education beand ~~useful~~business atexperience ~~this~~of ~~stage~~each ofdirector and executive officer during at least the ~~Company~~past five years, indicating each person's ~~development~~principal occupation during the period, and the name and principal business of the organization by which he was employed.

~~Involvement in Certain Legal Proceedings~~23

~~Our~~Bruce ~~directors, executive officers and control persons have not been involved in any of the following events during the past five years:~~Costerd

1Mr. ~~any~~ ~~bankruptcy~~Costerd ~~petition~~is ~~filed~~responsible byfor orthe ~~against~~financing ~~any~~and ~~business~~management of ~~which~~Wolverine ~~such~~and ~~person~~its ~~was~~mineral aprojects. ~~general~~Mr. ~~partner~~Costerd orhas ~~executive~~spent ~~officer~~over ~~either~~twenty-five atyears in the ~~time~~financing and management of ~~the~~exploration ~~bankruptcy~~projects orin ~~within~~Newfoundland ~~two~~and ~~years~~Labrador ~~prior~~and is responsible for introducing Wolverine to ~~that~~its ~~time;~~current projects, the Frog Property and the Cache River Property.

2Prior to Wolverine Mr. ~~any~~ ~~conviction~~Costerd inwas CEO and a ~~criminal~~director ~~proceeding~~of orGallery ~~being~~Resources ~~subject~~Limited ("Gallery") from 1990 to 2006. Gallery was a ~~pending~~junior ~~criminal~~mineral ~~proceeding~~exploration ~~(excluding~~and ~~traffic~~development ~~violations~~company with projects in the Provinces of British Columbia and ~~other~~Newfoundland ~~minor~~and ~~offences);~~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.

~~3. being~~Richard subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; orHaderer

4Mr. ~~being~~ ~~found~~Haderer byhas worked as a ~~court~~regulatory consultant for Wolverine since February of ~~competent~~2006. ~~jurisdiction~~Mr. ~~(in~~Haderer ahas ~~civil~~been ~~action),~~President ~~the~~of ~~Commission~~PubCo orServices ~~the~~Inc. ~~Commodity~~since ~~Futures~~April ~~Trading~~1996. ~~Commission~~PubCo Services Inc. provides regulatory consulting services to ~~have~~publicly ~~violated~~traded companies. Mr. Haderer has also served as a ~~federal~~director orand ~~state~~officer ~~securities~~of orseveral ~~commodities~~publicly ~~law~~traded companies. From November 1989 to April 1996, ~~and~~Mr. Haderer worked as a Listing Analyst with the ~~judgment~~Alberta ~~has~~Stock ~~not~~Exchange ~~been~~(now ~~reversed,~~the ~~suspended,~~TSX orVenture ~~vacated~~Exchange).

~~Section~~Luke ~~16(a) Beneficial Ownership Compliance~~Rich

~~Section~~Mr. ~~16(~~Rich is a) member of the ~~Securities~~Innu ~~Exchange~~Nation ~~Act~~and ofMushuau ~~1934~~Innu ~~requires~~First ~~our~~Nations ~~executive officers~~ and ~~directors~~is ~~and~~a ~~persons~~former ~~who~~VP ~~own~~of ~~more~~the ~~than~~Innu ~~10%~~Nation. ofPrior ~~our~~to ~~common~~joining ~~stock~~Wolverine, toMr. ~~file~~Rich ~~with~~was ~~the~~also ~~Securities~~Co-CEO ~~and~~of ~~Exchange~~the ~~Commission~~Innu ~~initial~~Development ~~statements~~Limited ofPartnership ~~beneficial~~("IDLP") ~~ownership,~~from ~~reports~~October of2007 ~~changes~~to inApril ~~ownership~~2010. ~~and~~IDLP ~~annual~~participated ~~reports~~in ~~concerning~~the ~~their~~construction ~~ownership~~ of ~~our~~the ~~common~~mine ~~stock~~ and ~~other~~mill ~~equity~~for ~~securities,~~the onVoisey ~~Forms~~Bay 3,Nickel 4Project. ~~and 5 respectively~~Mr. ~~Executive~~Rich ~~officers,~~is ~~directors~~also ~~and~~a ~~greater~~board ~~than~~member ~~10%~~of ~~shareholders~~various ~~are~~IDLP ~~required~~owned bycompanies ~~the~~including ~~SEC~~Innu ~~regulations~~Mikun toAirlines, ~~furnish~~Innu usKeiwit ~~with~~Constructor ~~copies~~LP ofand ~~all~~the ~~Section~~Innu/SNC ~~16(a)~~Lavalin ~~reports that they file~~Partnership.

~~Based~~Slade 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.Dyer

22Slade 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.

~~Audit~~Don ~~Committee~~Bowins

~~The~~Don ~~Audit~~Bowins ~~Committee's role~~ is toCivil ~~act~~Engineer in(P. anEng.) ~~objective,~~registered ~~independent~~in ~~capacity~~BC asand ahas ~~liaison~~run ~~between~~his ~~the~~own ~~auditors,~~private ~~management~~engineering ~~and~~practice ~~the~~under ~~Board~~D. ~~and~~K toBowins ~~ensure~~& ~~the~~Assoc. ~~auditors~~Inc. ~~have~~since a1994. ~~facility~~Prior to ~~consider~~that ~~and~~he ~~discuss~~worked ~~governance~~as ~~and~~an ~~audit~~engineer ~~issues~~in ~~with~~the ~~parties~~public ~~not~~sector ~~directly~~from ~~responsible~~1975 ~~for~~to ~~operations~~1994. NIIn ~~52-110,~~the NIpublic ~~41-101and~~sector ~~Form~~his ~~52-110F2~~work ~~require~~was ~~the~~centered ~~Company~~on design, asconstruction aand ~~venture issuer~~governance, toin ~~disclose~~both ~~certain~~Alberta ~~information~~and ~~relating~~British toColumbia, with his last job being the ~~Company's~~Director ~~audit~~of ~~committee~~Engineering and ~~its~~Public ~~relationship~~Works ~~with~~for the ~~Company's~~then ~~independent~~District ~~auditors~~of Abbotsford in B.C.

~~Audit~~Family ~~Committee Charter~~Relationships

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

~~The~~Corporate 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:Governance

~~Serve~~Corporate asGovernance anrelates ~~independent~~to ~~and~~the ~~objective~~activities ~~party~~of the Board of Directors. National Instrument 58-201(Canada) establishes corporate governance guidelines which apply to ~~monitor~~all public companies. The Company has reviewed its own corporate governance practices in light of these guidelines. In certain cases, the Company's ~~financial~~practices ~~reporting~~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 ~~internal~~therefore ~~control~~these ~~system~~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 ~~Company's~~business ~~financial~~of ~~statements~~the Company progresses.

~~Review and appraise the performance of the Company's external auditors.~~24

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

~~Composition~~The Company's Board consists of five directors, Bruce Costerd, Richard Haderer, Luke Rich, Slade Dyer and Don Bowins. Slade Dyer and Don Bowins are the independent directors 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. Luke Rich is not independent as he is a paid consultant for the Company.

The ~~Committee~~size ~~shall~~of bethe ~~comprised~~Company is such that all of ~~three~~the ~~directors~~Company's asoperations ~~determined~~are conducted by a small management team which is also represented on the Board. ofAny ~~Directors,~~director ~~whom~~may ~~shall~~submit items for inclusion in the agenda of matters to be ~~free~~discussed ~~from~~at ~~any~~meetings ~~relationship~~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 ~~opinion~~operations of the ~~Board~~Company and have regular and full access to management. The independent directors will be able to meet at any time without any members of ~~Directors,~~management ~~would~~being ~~interfere~~present. ~~with~~Further supervision is performed through the ~~exercise~~audit committee which will be composed of ~~his~~a ormajority ~~her~~of independent ~~judgment~~directors. asThe aindependent ~~member~~directors exercise their responsibilities for independent oversight of management through their majority control of the ~~Committee~~Board.

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.Directorships

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

~~The~~Orientation ~~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~~Continuing ~~external auditors.~~Education

~~Responsibilities~~The 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 ~~Duties~~complete access to management and the Company's professional advisors.

ToBoard ~~fulfill~~members ~~its~~are ~~responsibilities~~encouraged to communicate with management and ~~duties~~the auditors, to keep themselves current with industry trends and developments and changes in legislation with the ~~Committee~~Company's ~~shall:~~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.

~~Documents/Reports~~Ethical ~~Review~~Business Conduct

~~(a)~~The ~~Review~~Board believes good corporate governance in an integral component to the success of the Company and ~~update~~to ~~this~~meet ~~Charter~~responsibilities ~~annually~~to shareholders.

~~(b)~~At ~~Review~~present the ~~Company's~~Board ~~financial~~has ~~statements,~~not ~~MD&A~~adopted ~~and~~guidelines ~~any~~or ~~reports~~stipulations or ~~other~~a ~~financial~~code ~~information~~to ~~(including~~encourage ~~quarterly~~and ~~financial~~promote ~~statements),~~a ~~which~~culture ~~are~~of ~~submitted~~ethical business conduct due to ~~any~~the ~~governmental~~size ~~body,~~of orits toBoard ~~the~~and ~~public,~~its ~~including~~limited ~~any~~activities. ~~certification,~~The ~~report,~~Company ~~opinion,~~does orpromote ~~review~~ethical ~~rendered~~business byconduct through the ~~external~~nomination ~~auditors~~of Board members it considers ethical.

23Nomination of Directors

~~External~~The ~~Auditors~~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.

~~(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.~~25

(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.Compensation

~~(c)~~The ~~Review~~directors decide as a Board the compensation for the Company's directors and ~~discuss~~officers. ~~with~~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 ~~external~~mineral ~~auditors~~exploration ~~any~~industry ~~disclosed~~and ~~relationships~~determining orappropriate ~~services~~compensation ~~that~~reflecting ~~may~~the ~~impact~~need to provide incentive and compensation for the ~~objectivity~~time and ~~independence~~effort expended by the directors and senior management while taking into account the financial and other resources of the ~~external~~Company. ~~auditors~~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.

~~(d)~~Other ~~Take, or recommend that the full~~ Board ~~of Directors take, appropriate action to oversee the independence of the external auditors.~~Committees

~~(e)~~The ~~Recommend~~members toof the ~~Board~~audit ofcommittee ~~Directors~~are ~~the~~Slade ~~selection and~~Dyer, ~~where~~Richard ~~applicable,~~Haderer ~~the~~and ~~replacement~~Don ofBowins. ~~the~~Slade ~~external~~Dyer ~~auditors~~is ~~nominated~~the ~~annually~~Chairman ~~for~~of ~~shareholder~~the ~~approval~~audit committee.

~~(f)~~The AtBoard ~~each~~is ~~meeting,~~of ~~consult with~~ the ~~external~~view ~~auditors,~~that ~~without~~ the ~~presence~~size of ~~management, about~~ the ~~quality of the~~ Company's ~~accounting~~operations ~~principles,~~does ~~internal~~not ~~controls~~warrant ~~and~~additional ~~the~~committees ~~completeness~~at ~~and~~this ~~accuracy~~stage of the Company's ~~financial statements~~development.

~~(g) Review with management and the external auditors the audit plan for the year-end financial statements and intended template for such statements.~~Assessments

~~(h)~~The ~~Review~~Board ~~and~~does ~~pre-approve~~not ~~all~~consider ~~audit~~that ~~and~~formal ~~audit~~assessments ~~related~~would ~~services~~be ~~and~~useful ~~the~~at ~~fees~~this ~~and~~stage ~~other~~of ~~compensation related thereto, and any non-audit services, provided by~~ the Company's ~~external auditors~~development. ~~The pre- approval requirement is waived with respect to the provision of non-audit services if:~~

~~(i)~~Involvement the aggregate amount of all such non-audit services provided to the Company constitutes not more than five percent of the total amount of revenues paid by the Company to its external auditors during the fiscal year in ~~which~~Certain ~~the~~Legal ~~non-audit services are provided;~~Proceedings

~~(ii)~~Our ~~such~~directors, ~~services~~executive ~~were~~officers ~~not~~and ~~recognized~~control bypersons ~~the~~have ~~Company~~not atbeen ~~the~~involved ~~time~~in any of the ~~engagement~~following toevents beduring ~~non-~~the ~~audit~~past ~~services;~~five ~~and~~years:

~~(iii)~~1. any ~~such~~bankruptcy ~~services~~petition ~~are~~filed ~~promptly brought to the attention of the Committee~~ by ~~the~~or ~~Company~~against ~~and~~any ~~approved~~business ~~prior to the completion~~ of ~~the~~which ~~audit~~such byperson ~~the~~was ~~Committee~~a orgeneral bypartner ~~one~~ or ~~more~~executive ~~members~~officer ofeither at the ~~Committee~~time ~~who are members~~ of the ~~Board~~bankruptcy ofor ~~Directors~~within totwo ~~whom~~years ~~authority~~prior to ~~grant~~that ~~such approvals have been delegated by the Committee.~~time;

~~Provided~~2. any ~~the~~conviction ~~pre-approval~~in ofa ~~the~~criminal ~~non-audit~~proceeding ~~services~~or isbeing ~~presented~~subject to ~~the~~a ~~Committee's~~pending ~~first~~criminal ~~scheduled~~proceeding ~~meeting~~(excluding ~~following~~traffic ~~such~~violations ~~approval~~and ~~such~~other ~~authority~~minor ~~may be delegated by the Committee to one or more independent members of the Committee.~~offences);

~~Financial~~3. being ~~Reporting~~subject ~~Processes~~to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

4. being found by a court of competent jurisdiction (in a civil action), Inthe ~~consultation~~Commission ~~with~~or the ~~external~~Commodity ~~auditors,~~Futures ~~review~~Trading ~~with~~Commission ~~management~~to ~~the~~have ~~integrity~~violated ofa ~~the~~federal ~~Company's~~or ~~financial~~state ~~reporting~~securities ~~process,~~or ~~both~~commodities ~~internal~~law, and ~~external~~the judgment has not been reversed, suspended, or vacated.

Section 16(ba) ~~Consider~~Beneficial ~~the~~Ownership ~~external auditors' judgments about the quality and appropriateness of the Company's accounting principles as applied in its financial reporting.~~Compliance

Section 16(ca) ~~Consider~~of the Securities Exchange Act of 1934 requires our executive officers and ~~approve,~~directors ifand ~~appropriate,~~persons ~~changes~~who own more than 10% of our common stock to file with the ~~Company's~~Securities ~~auditing~~and Exchange Commission initial statements of beneficial ownership, reports of changes in ownership and ~~accounting~~annual ~~principles~~reports concerning their ownership of our common stock and ~~practices~~other asequity ~~suggested~~securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% shareholders are required by the ~~external~~SEC ~~auditors~~regulations ~~and~~to ~~management~~furnish us with copies of all Section 16(a) reports that they file.

~~(d)~~Based ~~Review~~solely ~~significant~~on ~~judgments~~our ~~made~~review of the copies of such forms received by ~~management~~us, inor ~~the~~written ~~preparation~~representations offrom ~~financial~~certain ~~statements~~reporting ~~and~~persons, ~~the~~we ~~view~~believe ofthat ~~the~~during ~~external~~fiscal ~~auditors~~year asended May 31, 2024, all filing requirements applicable to ~~the~~our ~~appropriateness~~officers, ofdirectors ~~such~~and ~~judgments~~greater than 10% percent beneficial owners were complied with.

2426

~~(e)~~Audit Following completion of the annual audit, review separately with management and the external auditors any significant difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to required information.Committee

~~(f)~~The ~~Review~~Audit ~~any~~Committee's ~~significant~~role ~~disagreement~~is ~~among~~to act in an objective, independent capacity as a liaison between the auditors, management and the ~~external~~Board and to ensure the auditors inhave ~~connection~~a facility to consider and discuss governance and audit issues with parties not directly responsible for operations. NI 52-110, NI 41-101 and Form 52-110F2 require the ~~preparation~~Company, ofas a venture issuer, to disclose certain information relating to the ~~financial~~Company's ~~statements~~audit committee and its relationship with the Company's independent auditors.

~~(g)~~Audit ~~Review~~Committee ~~with the external auditors and management the extent to which changes and improvements in financial or accounting practices have been implemented.~~Charter

~~(h) Review any complaints or concerns about questionable accounting, internal accounting controls or auditing matters.~~Mandate

The primary function of the audit committee (ithe "Committee") ~~Review~~is ~~certification~~to ~~process~~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:

~~Other~~• Serve as an independent and objective party to monitor the Company's financial reporting and internal control system and review the Company's financial statements. • Review and appraise the performance of the Company's external auditors. • Provide an open avenue of communication among the Company's auditors, financial and senior management and the Board of Directors.

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

~~Composition~~The Committee shall be comprised of ~~Audit~~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.

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)

~~Notes:~~Meetings

~~(1)~~The ACommittee ~~member~~shall ofmeet anannually, ~~audit~~or ~~committee~~more isfrequently ~~independent~~as ifcircumstances ~~the~~dictate. ~~member~~As ~~has~~part noof ~~direct~~its orjob ~~indirect~~to ~~material~~foster ~~relationship~~open ~~with the Company~~communication, ~~which could, in~~ the ~~view~~Committee ofwill ~~the~~meet ~~Board,~~at ~~reasonably~~least ~~interfere~~annually with the ~~exercise~~Chief ofFinancial aOfficer ~~member's~~and ~~independent~~the ~~judgment~~external auditors.

~~(2)~~Responsibilities ~~An individual is financially literate if he has the ability to read~~ and understand a set of financial statements that present a breadth of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company's financial statements.Duties

~~(3)~~To ~~Slade~~fulfill ~~Dyer~~its isresponsibilities ~~the~~and ~~Chairman~~duties, of the ~~audit~~Committee ~~committee.~~shall:

~~Relevant~~Documents/Reports ~~Education and Experience~~Review

~~Each~~(a) Review ~~member of the Company's present Audit Committee has adequate education~~ and ~~experience~~update ~~that~~this isCharter ~~relevant to his performance as an Audit Committee member and, in particular, the requisite education and experience that have provided the member with:~~annually.

(ab) anReview ~~understanding~~the ofCompany's ~~the~~financial ~~accounting~~statements, ~~principles~~MD&A ~~used~~and byany ~~the~~reports ~~Company~~or toother ~~prepare~~financial ~~its~~information (including quarterly financial statements), ~~and~~which ~~the~~are ~~ability~~submitted to ~~assess~~any ~~the~~governmental ~~general~~body, ~~application~~or ofto ~~those~~the ~~principles~~public, inincluding ~~connection~~any ~~with~~certification, ~~estimates~~report, ~~accruals~~opinion, ~~and~~or ~~reserves;~~review rendered by the external auditors.

(b) experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company's financial statements or experience actively supervising individuals engaged in such activities; and27

~~(c) an~~External ~~understanding of internal controls and procedures for financial reporting.~~Auditors

~~The~~(a) Review ~~determination~~annually, of the ~~financially~~performance ~~literacy~~ of the ~~members~~external ofauditors ~~our~~who ~~board~~shall ofbe ~~directors~~ultimately isaccountable ~~made~~to by the ~~Company~~Board ~~and each~~ of ~~the~~Directors ~~directors in question. The determination that Mr. Haderer is financial literate is based upon his experience~~ and ~~abilities~~the ~~gained~~Committee as arepresentatives ~~consultant~~of ~~and~~the ~~regulator~~shareholders of ~~publicly~~the ~~reporting mineral exploration companies~~Company. ~~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.~~

25(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.

~~Audit~~(c) Review ~~Committee~~and ~~Oversight~~discuss with the external auditors any disclosed relationships or services that may impact the objectivity and independence of the external auditors.

At(d) Take, noor ~~time~~recommend ~~since~~that the ~~commencement~~full Board of ~~the~~Directors ~~Company's~~take, ~~most~~appropriate ~~recently~~action ~~completed financial year was a recommendation~~ to ~~nominate~~oversee orthe ~~compensate~~independence anof ~~external auditor not adopted by~~ the ~~Board~~external auditors.

~~Pre-Approval~~(e) Recommend ~~Policies~~to the Board of Directors the selection and, ~~Procedures~~where applicable, the replacement of the external auditors nominated annually for shareholder approval.

~~The~~(f) At ~~Audit~~each ~~Committee~~meeting, ~~will~~consult ~~pre-approve~~with ~~all~~the ~~non-audit~~external ~~services~~auditors, towithout ~~be provided to~~ the ~~Corporation~~presence orof ~~its~~management, ~~subsidiary~~about ~~entities~~the byquality of the ~~Corporation~~Company's ~~external~~accounting ~~auditor~~principles, ~~however~~internal ~~the~~controls ~~Audit~~and ~~Committee~~the ~~has~~completeness ~~not~~and ~~adopted~~accuracy ~~specific~~of ~~policies~~the ~~and~~Company's ~~procedures~~financial ~~for such approval~~statements.

~~Exemption~~(g) Review with management and the external auditors the audit plan for the year-end financial statements and intended template for such statements.

~~The~~(h) Review ~~Company~~and ispre-approve aall ~~"venture~~audit ~~issuer"~~and asaudit ~~defined~~related inservices ~~National Instrument 52-110~~ and ~~is relying on~~ the ~~exemption~~fees ~~contained~~and inother ~~Section~~compensation ~~6.1~~related ofthereto, ~~National~~and ~~Instrument~~any 52non-~~110~~audit services, ~~which~~provided ~~exempts~~by the ~~Corporation~~Company's ~~from~~external ~~the~~auditors. ~~requirements~~The ofpre- ~~Part~~approval 3requirement ~~(Composition~~is ofwaived ~~the~~with ~~Audit~~respect ~~Committee)~~to ~~and~~the ~~Part~~provision ~~5 (Reporting Obligations)~~ of ~~National~~non-audit ~~Instrument~~services ~~52-110.~~if:

~~Code~~(i) the aggregate amount of ~~Ethics~~all such non-audit services provided to the Company constitutes not more than five percent of the total amount of revenues paid by the Company to its external auditors during the fiscal year in which the non-audit services are provided;

We(ii) such ~~adopted~~services awere ~~Code~~not ofrecognized ~~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.~~Company ~~Our~~at 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~~time of the ~~amendment~~engagement ~~or waiver, its effective date and~~ to ~~whom~~be ~~it applies in a Current Report on Form 8~~non-K ~~filed~~audit ~~with~~services; ~~the SEC.~~and

~~Item 11.~~(iii) ~~Executive~~such ~~Compensation~~services are promptly brought to the attention of the Committee by the Company and approved prior to the completion of the audit by the Committee or by one or more 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.

~~The~~Provided ~~particulars~~the pre-approval of the ~~compensation~~non-audit ~~paid~~services is presented to the Committee's first scheduled meeting following ~~persons:~~such approval such authority may be delegated by the Committee to one or more independent members of the Committee.

~~our~~Financial ~~principal~~Reporting ~~executive officer;~~Processes

~~each~~(a) In ofconsultation ~~our~~with ~~two~~the ~~most~~external ~~highly~~auditors, ~~compensated~~review ~~executive~~with ~~officers~~management ~~who were serving as executive officers at~~ the ~~end~~integrity of the ~~years~~Company's ~~ended~~financial ~~May~~reporting 31process, ~~2023~~both ~~and~~internal ~~2022;~~ and external.

~~up to two additional individuals for whom disclosure would have been provided under~~ (b) Consider ~~but~~the ~~for~~external ~~the~~auditors' ~~fact~~judgments ~~that~~about the ~~individual~~quality ~~was~~and ~~not~~appropriateness ~~serving~~of ~~as our executive officer at~~ the ~~end~~Company's ofaccounting ~~the~~principles ~~years~~as ~~ended~~applied ~~May~~in ~~31,~~its ~~2023~~financial ~~and 2022,~~reporting.

~~who~~(c) Consider weand ~~will~~approve, ~~collectively~~if ~~refer to as the named executive officers of our company~~appropriate, ~~are~~changes ~~set~~to ~~out in~~ the ~~following~~Company's ~~summary~~auditing ~~compensation~~and ~~table,~~accounting ~~except~~principles ~~that~~and nopractices ~~disclosure~~as issuggested ~~provided~~by ~~for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for~~ the ~~respective~~external ~~fiscal~~auditors ~~year:~~and management.

26(d) Review significant judgments made by management in the preparation of financial statements and the view of the external auditors as to the appropriateness of such judgments.

SUMMARY COMPENSATION TABLE
Nameand PrincipalPosition	Year	Salary ($)	Bonus ($)	StockAwards($)	OptionAwards($)*	Non-EquityIncentive PlanCompensation($)	Change inPensionValue andNonqualifiedDeferredCompensationEarnings($)	AllOtherCompensation($)	Total($)
Bruce Costerd	2023	$89,759	Nil	Nil	Nil	Nil	Nil	Nil	$89,759
Chief Executive OfficerandDirector	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 ChiefExecutive Officer,Chief Financial Officer andDirector)	2022	$15,832	Nil	Nil	Nil	Nil	Nil	Nil	$15,832

~~Stock~~(e) Following ~~Options/SAR~~completion ~~Grants~~of the annual audit, review separately with management and the external auditors any significant difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to required information.

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

~~Aggregated~~(g) Review ~~Option~~with ~~Exercises~~the inexternal ~~Last~~auditors ~~Fiscal~~and ~~Year~~management the extent to which changes and ~~Fiscal~~improvements ~~Year-End~~in ~~Values~~financial or accounting practices have been implemented.

~~There~~(h) Review ~~were~~any nocomplaints ~~options~~or ~~exercised~~concerns ~~during~~about ~~our~~questionable ~~fiscal year ended May 31~~accounting, ~~2023~~internal oraccounting ~~May~~controls ~~31, 2022 by any officer~~ or ~~director~~auditing ~~of our company~~matters.

~~Compensation~~(i) Review ofcertification ~~Directors~~process.

We reimburse 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.Other

WeReview ~~have~~any 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 outrelated-~~of-pocket~~party ~~expenses incurred in connection with attendance at meetings of our board of directors~~transactions. 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.

~~Employment~~Composition ~~Contracts and Termination~~ of ~~Employment~~Audit ~~and Change in Control Arrangements~~Committee

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

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⁾

$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).Notes:

27(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.

~~Consulting~~(2) An ~~fees~~individual ofis ~~CDN$20,000~~financially ~~per~~literate ~~year~~if ~~are~~he ~~paid~~has orthe ~~accrued~~ability to ~~PubCo~~read ~~Services~~and ~~Inc,~~understand a ~~company~~set ~~controlled~~of byfinancial ~~Richard~~statements ~~Haderer,~~that ~~CFO~~present ~~and~~ a ~~director~~breadth of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company's financial statements.

~~There~~(3) Slade ~~are~~Dyer nois ~~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~~Chairman of ~~our board of directors in~~ the ~~future.~~audit 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 directorscommittee.

WeRelevant ~~have~~Education noand 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.Experience

~~Item~~Each ~~12. Security~~member ~~Ownership~~ of ~~Certain~~the ~~Beneficial~~Company's ~~Owners~~present Audit Committee has adequate education and ~~Management~~experience that is relevant to his performance as an Audit Committee member and, ~~Related~~in ~~Stockholder~~particular, ~~Matters~~the requisite education and experience that have provided the member with:

~~The~~(a) an ~~following~~understanding ~~table sets forth, as~~ of ~~September 22, 2023, certain information with respect to~~ the ~~beneficial~~accounting ~~ownership~~principles ofused ~~our common stock~~ by ~~each~~the ~~stockholder~~Company ~~known by us~~ to beprepare ~~the~~its ~~beneficial~~financial ~~owner~~statements ~~of more than 5% of our common stock~~ and bythe ~~each~~ability ~~of our current directors and executive officers. Each person has sole voting and investment power with respect~~ to assess the ~~shares~~general ofapplication ~~common stock, except as otherwise indicated. Beneficial ownership consists~~ of athose ~~direct~~principles ~~interest~~ in ~~the~~connection ~~shares~~with ~~of common stock~~estimates, ~~except~~accruals asand ~~otherwise indicated.~~reserves;

Name and Address of Beneficial Owner	Amount and Nature ofBeneficial Ownership	Percentageof Class(1)
Rich Resources Inc.Natuashish, NL	24,000,000	23.8%
Bruce Costerd Richmond, BC	1,876,998	1.9%
Richard Haderer Calgary, Alberta	4,101,500	4.1%
Luke Rich Natuashish, NL	156,257	0.2%
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%

(1c) ~~Under~~an ~~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;~~internal controls and ~~(ii)~~procedures ~~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,~~financial ~~persons share the power to vote or the power to dispose of the shares)~~reporting. 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 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 22, 2023. As of September 22, 2023, there were 100,974,373 shares of our company's common stock issued and outstanding.

28The 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. 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.

~~(2) Rich Resources Inc. is a Canadian corporation owned 51% by Luke Rich and 49% by Bruce Costerd.~~29

~~Changes~~Audit inCommittee ~~Control~~Oversight

WeAt ~~are~~no ~~unaware~~time ofsince ~~any~~the ~~contract~~commencement ~~or other arrangement or provisions~~ of ~~our Articles or Bylaws~~ the ~~operation~~Company's ofmost ~~which~~recently ~~may~~completed atfinancial ayear ~~subsequent~~was ~~date result in~~ a ~~change~~recommendation ofto ~~control~~nominate ofor ~~our~~compensate ~~company.~~an ~~There~~external ~~are~~auditor not ~~any~~adopted ~~provisions~~by ~~in our Articles or Bylaws,~~ the ~~operation of which would delay, defer, or prevent a change in control of our company~~Board.

~~Item~~Pre-Approval ~~13. Certain~~Policies ~~Relationships~~ and ~~Related Transactions, and Director Independence~~Procedures

~~Except~~The asAudit ~~disclosed~~Committee ~~herein,~~will ~~there~~pre-approve ~~have~~all ~~been~~non-audit noservices ~~transactions~~to orbe ~~proposed~~provided ~~transactions~~to ~~in which~~ the ~~amount~~Corporation ~~involved exceeds the lesser of $120,000~~ or ~~one~~its ~~percent~~subsidiary ofentities ~~the~~by ~~average of our total assets at year-end for~~ the ~~last~~Corporation's ~~three~~external ~~completed fiscal years in which any of our directors~~auditor, ~~executive~~however ~~officers or beneficial holders of more than 5% of~~ the ~~outstanding~~Audit ~~shares~~Committee ~~of our common stock, or any of their respective relatives, spouses, associates or affiliates,~~ has ~~had~~not oradopted ~~will~~specific ~~have~~policies ~~any~~and ~~direct~~procedures orfor ~~material~~such ~~indirect interest~~approval.

~~Director Independence~~Exemption

WeThe ~~currently~~Company ~~act~~is ~~with~~a ~~five~~"venture ~~directors,~~issuer" ~~Bruce~~as ~~Costerd,~~defined ~~Richard~~in ~~Haderer,~~National ~~Luke~~Instrument ~~Rich,~~52-110 ~~Slade~~and ~~Dyer~~is ~~and~~relying ~~Don~~on ~~Bowins~~the exemption contained in Section 6.1 Weof ~~have~~National ~~determined~~Instrument ~~that~~52-110, ~~Slade~~which ~~Dyer~~exempts ~~and~~the ~~Don~~Corporation ~~Bowins~~from ~~qualify~~the asrequirements anof ~~"independent~~Part ~~director"~~3 as(Composition ~~defined~~of inthe ~~NASDAQ~~Audit ~~Marketplace~~Committee) ~~Rule~~and ~~4200~~Part 5 (aReporting Obligations)~~(15)~~ of National Instrument 52-110.

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

~~Item~~We 14adopted 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. ~~Principal~~ ~~Accountants~~Our ~~Fees~~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 ~~Services~~to whom it applies in a Current Report on Form 8-K filed with the SEC.

~~The~~Item ~~aggregate~~11. Executive 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:Compensation

	Year EndedMay 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

The particulars of the compensation paid to the following persons:

29• our principal executive officer; • each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended May 31, 2024 and 2023; and • up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended May 31, 2024 and 2023,

~~Our~~who ~~board~~we ofwill ~~directors~~collectively ~~pre-approves~~refer ~~all~~to ~~services~~as ~~provided~~the bynamed executive officers of our ~~independent~~company, ~~auditors.~~are ~~All~~set ofout in the ~~above~~following ~~services~~summary ~~and~~compensation ~~fees~~table, ~~were~~except ~~reviewed~~that ~~and~~no ~~approved~~disclosure byis ~~the~~provided ~~board~~for ofany ~~directors~~named ~~either~~executive ~~before~~officer, orother ~~after~~than our principal executive officers, whose total compensation did not exceed $100,000 for the respective ~~services~~fiscal ~~were rendered.~~year:

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.30

PART IV

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 Compensation ($)	Total ($)
Bruce Costerd	2024	$122,684	Nil	Nil	Nil	Nil	Nil	Nil	$122,684
Chief Executive Officer and Director	2023	$89,759	Nil	Nil	Nil	Nil	Nil	Nil	$89,759
Richard Haderer	2024	$34,445	Nil	Nil	Nil	Nil	Nil	Nil	$34,445
Former Chief Executive Officer, Chief Financial Officer and Director⁾	2023	$14,975	Nil	Nil	Nil	Nil	Nil	Nil	$14,975

~~Item~~Stock ~~15. Exhibits,~~Options/SAR ~~Financial Statement Schedules~~Grants

~~Exhibits required by Item 601 of Regulation S-K~~N/A.

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.

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Values

30There were no options exercised during our fiscal year ended May 31, 2024 or May 31, 2023 by any officer or director of our company.

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	Second Amendment of the Purchase Agreement between Wolverine and 86835 Newfoundland & Labrador Corp. filed as an Exhibit to our 8-K filed on July 24, 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

Compensation of Directors

(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)

We 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 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.

*Employment ~~Filed~~Contracts ~~herewith.~~and Termination of Employment and Change in Control Arrangements

32On 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).

~~SIGNATURES~~31

~~Pursuant~~There toare ~~the~~no ~~requirements~~arrangements ofor ~~Section~~plans 13in which we provide pension, retirement or ~~15(d)~~similar ofbenefits for directors or executive officers. Our directors and executive officers may receive stock options at the ~~Securities~~discretion ~~Exchange~~of ~~Act~~our board of ~~1934,~~directors in the ~~registrant~~future. ~~has~~We ~~duly~~do ~~caused~~not ~~this~~have ~~report~~any material bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be ~~signed~~paid onto ~~its~~our ~~behalf~~directors byor ~~the~~executive ~~undersigned~~officers, ~~thereto~~except ~~duly~~that ~~authorized~~stock options may be granted at the discretion of our board of directors.

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

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.

~~Pursuant~~Item to12. Security ~~the~~Ownership ~~requirements~~ of ~~the~~Certain ~~Securities~~Beneficial ~~Exchange~~Owners ~~Act of 1934, this report has been signed below by the following persons on behalf of the registrant~~ and inManagement ~~the capacities~~ and onRelated ~~the~~Stockholder ~~dates indicated.~~Matters

	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 RichDirector
Dated: September 22, 2023	/s/ Slade DyerSlade DyerDirector
Dated: September 22, 2023	/s/ Don BowinsDon BowinsDirector

The following table sets forth, as of October 17, 2024, 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 of Beneficial Ownership	Percentage of Class⁽¹⁾
Rich Resources Inc. Natuashish, NL⁽²⁾	24,000,000	19.2%
Bruce Costerd Richmond, BC	1,876,250	1.5%
Richard Haderer Calgary, Alberta	4,075,000	3.3%
Luke Rich Natuashish, NL	130,000	0.1%
Slade Dyer Mission, BC	3,315,000	2.6%
Don Bowins Mission, BC	5,930,000	4.7%
Directors and Officers as a Group	39,326,250	31.4%

(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 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 October 17, 2024. As of October 17, 2024, there were 125,224,373 shares of our company's common stock issued and outstanding.

(2) Rich Resources Inc. is a Canadian corporation owned 51% by Luke Rich and 49% by Bruce Costerd.

Changes in Control

We 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.

Item 13. Certain Relationships and Related Transactions, and Director Independence

Except 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.

Director Independence

We currently act with five directors, Bruce Costerd, Richard Haderer, Luke Rich, Slade Dyer and Don Bowins. We have determined that Slade Dyer and Don Bowins qualify as an "independent director" as defined in NASDAQ Marketplace Rule 4200(a)(15).

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

Item 14. Principal Accountants Fees and Services

The aggregate fees billed for the most recently completed fiscal years ended May 31, 2024 and 2023 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:

	Year Ended May 31
	2024 ($)	2023 ($)
Audit Fees	$34,450	$30,000
Audit Related Fees	Nil	Nil
Tax Fees	Nil	Nil
All Other Fees	Nil	Nil
Total	$34,450	$30,000

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.

PART IV

Item 15. Exhibits, Financial Statement Schedules

Exhibits required by Item 601 of Regulation S-K

Exhibit Number	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.

Exhibit Number	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

(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	Second Amendment of the Purchase Agreement between Wolverine and 86835 Newfoundland & Labrador Corp. filed as an Exhibit to our 8-K filed on July 24, 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 Actof 2002

(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)

* Filed herewith.

SIGNATURES

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.

	WOLVERINE RESOURCES CORP.
	(Registrant)

Dated: October 17, 2024	/s/ Bruce Costerd
	Bruce Costerd
	President, Chief Executive Officer, Chairman and Director
	(Principal Executive Officer)

Dated: October 17, 2024	/s/ Richard Haderer
	Richard Haderer
	Chief Financial Officer and Director
	(Principal Financial Officer and Principal Accounting Officer)

Pursuant 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: October 17, 2024	/s/ Bruce Costerd
	Bruce Costerd
	President, Chief Executive Officer, Chairman and Director
	(Principal Executive Officer)

Dated: October 17, 2024	/s/ Richard Haderer
	Richard Haderer
	Chief Financial Officer and Director
	(Principal Financial Officer and Principal Accounting Officer)

Dated: October 17, 2024	/s/ Luke Rich
	Luke Rich Director

Dated: October 17, 2024	/s/ Slade Dyer Slade Dyer Director

Dated: October 17, 2024	/s/ Don Bowins Don Bowins Director

Filing Compare · Wolverine Resources Corp.