UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 20-F

¨

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

OR

x

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

For the fiscal year ended January 31, 2021

OR

¨

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

For the transition period from ____________ to __________

OR

¨

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

Date of event requiring this shell company report ………………………………

Pacific Booker Minerals Inc.

(Exact name of Registrant as specified in its charter)

British Columbia

(Jurisdiction of incorporation or organization)

#1103-1166 Alberni Street, Vancouver, B.C. V6E 3Z3, Canada

(Address of principal executive offices)

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

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, no par value	PBMLF	None

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

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the Company’s classes of capital or common stock as of the close of the period covered by the annual report.  16,766,969

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   Yes ¨     No   x

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

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

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

Large accelerated filer ¨   Accelerated filer  ¨ Non-accelerated filer x

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

U.S. GAAP ¨ International Financial Reporting Standards as issued by the International Accounting Standards Board x            Other ¨

Indicate by check mark which financial statement item the registrant has elected to follow:

Item 17 ¨   Item 18 x

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨  No  x N/A ¨

Under the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"), Pacific Booker is classified as an "Emerging Growth Company".  Under the JOBS Act, Emerging Growth Companies are exempt from certain reporting requirements, including the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act. Under this exemption, the company’s auditor will not be required to attest to and report on management’s assessment of the company’s internal controls over financial reporting during a five-year transition period.  The Company is also exempt from certain other requirements, including the requirement to adopt certain new or revised accounting standards until such time as those standards would apply to private companies.  The Company will remain an Emerging Growth Company for up to five years, although it will lose that status earlier if revenues exceed US$1 billion, or if the Company issues more than US$1 billion in non-convertible debt in a three year period, or if the market value of the common stock held by non-affiliates exceeds US$700 million.

Page 2 of 135

Index to Exhibits on Page 102

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Pacific Booker Minerals Inc.

Form 20-F Annual Report

Table of Contents

	PART I	Page
Item 1.	Identity of Directors, Senior Management and Advisors	8
Item 2.	Offer Statistics and Expected Timetable	8
Item 3.	Key Information	8
Item 4.	Information on the Company	15
Item 5.	Operating and Financial Review and Prospects	63
Item 6.	Directors, Senior Management and Employees	75
Item 7.	Major Shareholders and Related Party Transactions	80
Item 8.	Financial Information	81
Item 9.	The Offer and Listing	81
Item 10.	Additional Information	85
Item 11.	Quantitative and Qualitative Disclosures about Market Risk	98
Item 12.	Description of Other Securities Other Than Equity Securities	98
	PART II
Item 13.	Defaults, Dividend Arrearages and Delinquencies	99
Item 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds	99
Item 15.	Controls and Procedures	99
Item 16.	Reserved	100
Item 16A.	Audit Committee Financial Expert	100
Item 16B.	Code of Ethics	100
Item 16C.	Principal Accountant Fees and Services	101
Item 16D.	Exemptions from Listing Standards for Audit Committees	101
Item 16E.	Purchase of Equity Securities by the Issuer and Affiliated Purchasers	101
Item 16F.	Change in Registrant’s Certifying Accountant	101
Item 16G.	Corporate Governance	101
Item 16H.	Mine Safety Disclosure	101
	PART III
Item 17.	Financial Statements	101
Item 18.	Financial Statements	101
Item 19.	Exhibits	102

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METRIC EQUIVALENTS

For ease of reference, the following factors for converting metric measurements into imperial equivalents are provided:

To Convert from Metric	To Imperial	Multiply by
Hectares	Acres	2.471
Meters	Feet (ft.)	3.281
Kilometers (km)	Miles	0.621
Tonnes	Tons (2000 pounds)	1.102
Grams/tonne	Ounces (troy/ton)	0.029

Glossary of Terms

Alteration – any change in the mineral composition of a rock brought about by physical or chemical means.

Andesite - A dark-colored, fine-grained extrusive rock that, when porphyritic, contains phenocrysts composed primarily of zoned sodic plagioclase and one or more of the mafic minerals.

Argillite - A compact rock, derived either from mudstone or shale.

Assaying - laboratory examination that determines the content or proportion of a specific metal (ie: silver) contained within a sample.  Technique usually involves firing/smelting.

Biotite - a common rock-forming mineral in crystalline rocks, either as an original crystal in igneous rocks or as a metamorphic product in gneisses and schists.

Bornite – A copper ore found in hypogene and contact metamorphic deposits and mafic rocks.

Breccia - A rock in which angular fragments are surrounded by a mass of fine-grained minerals.

Bulk Sample – A collection of representative mineralized material whose location, geologic character and metal assay content can be determined and then used for metallurgical or geotechnical testing purposes.

Chalcopyrite - A sulphide mineral of copper and iron.

Clastic - Fragments of minerals and rocks that have been moved individually from their places of origin.

Copper Oxide & Copper Sulphide - There are two major divisions of copper classes found in copper porphyry deposits - oxides and sulphides.  Copper oxide, often referred to as "supergene", are the more highly concentrated material generally found at the top of a deposit. Copper sulphide, often referred to as "hypogene", is the copper mineralization generally found at the bottom of a deposit.

Core Samples - the cylindrical form of rock called “core” that is extracted from a diamond drill hole.  Mineralized sections are separated and these samples are sent to a laboratory for analysis.

Diamond Drilling – a type of rotary drilling in which diamond bits are used as the rock-cutting tool to produce a recoverable drill core sample of rock for observation and analysis.

Diorite - An intrusive igneous rock.

Disseminated – where minerals occur as scattered particles in the rock.

Dyke - A tabular igneous intrusion that cuts across the bedding or foliation of the country rock.

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Epithermal – low temperature hydrothermal process or product.

Exploration – work involved in searching for ore, usually by drilling or driving a drift.

Fault – a fracture or break in rock along which there has been movement.

Feasibility Study – is a definitive study of the viability of a mineral project by a qualified professional which defines: (1) mining methods, pit configuration, mine scheduling, mine equipment and all related costing, (2) method of mineral processing and all related plant, equipment and costing, (3) necessary determination of all infrastructure required and relevant costs and (4) all requirements of government and markets for mine operation.  A definitive financial analysis of the mineral project taking into consideration all relevant factors, which will establish the presence of a Mineral Reserve and the details of its economic viability.

Felsic – an adjective describing an igneous rock having mostly light colored minerals and rich in silica, potassium and sodium.

Fire Assay - The assaying of metallic minerals by use of a miniature smelting procedure with various agents.

Galena - A lead and silver ore that occurs in hydrothermal veins and as replacement deposits in sedimentary rocks.

Geochemistry - The study of the chemical properties of rocks.

Geophysical Survey - A scientific method of prospecting that measures the physical properties of rock formations.  Common properties investigated include magnetism, specific gravity, electrical conductivity and radioactivity.

Graben – A depressed crustal unit or block that is bounded by faults on its long sides.

Grade – The metal content of rock with precious metals, grade can be expressed as troy ounces or grams per tonne of rock.

Greywacke - a dark gray, firmly indurated, coarse-grained sandstone that consists of poorly sorted, angular to subangular grains of quartz and feldspar, with a variety of dark rock and mineral fragments embedded

Hornblende - A felsic plutonic rock.

Horst - An uplifted crustal unit or block that is bounded by faults on its long sides.

Igneous – a primary type of rock formed by the cooling of molten material.

Induced Polarization (I.P.) - A type of geophysical survey where electrical current is passed through rock and the polarization is measured to estimate the content of metallic sulphide minerals.

Indurated - rock or soil hardened or consolidated by pressure, cementation, or heat.

Intrusion; Intrusive – molten rock that is intruded (injected) into spaces that are created by a combination of melting and displacement.

Lapilli - Pyroclastics that may be essential, accessory, or accidental in origin, of a size range that has been variously defined within the limits of 2 mm and 64 mm.

LT - long tons.

Mafic - Igneous rocks composed mostly of dark, iron-and magnesium-rich minerals.

Magnetite - An iron ore that occurs in banded iron formations and as an accessory mineral in many igneous rocks.

Marcasite - An iron pyrite that is bronze-yellow to white and is a supergene mineral from acid solutions.

Metallurgy – the study of the extractive processes which produce minerals from their host rocks.

Metallurgical Tests - are scientific examinations of rock/material to determine the optimum extraction of metal contained. Core samples from diamond drill holes are used as representative samples of the mineralization for this test work.

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Mineral – a naturally formed chemical element or compound having a definitive chemical composition and, usually a characteristic crystal form.

Mineralization – a natural concentration in rocks or soil of one or more metalliferous minerals.

MLT - thousands of long tons.

Net Smelter Return ("NSR") - revenue available from the concentrate produced.  It does not include the processing costs associated with producing the concentrate.  NSR is an imput to the determination of cut-off grade.

Net Smelter Return Royalty/ NSR Royalty – A phrase used to describe a royalty payment made by a producer of metals based on gross metal production from the property, less deduction of certain limited costs including smelting, refining, transportation and insurance costs.

Outcrop - An exposure of rock or mineral deposit that can be seen on surface.

Phenocryst - A term for large crystals or mineral grains floating in the matrix or groundmass of a porphyry.

Plagioclase - Any of a group of feldspars containing a mixture of sodium and calcium feldspars.

Plug - A vertical, pipelike body of magma that represents the conduit to a former volcanic vent.

Pluton - A body of igneous rock that formed beneath the surface by crystallization of magma.

Porphyritic - the texture of an igneous rock in which larger crystals (phenocrysts) are set in a finer-grained groundmass, which may be crystalline or glassy or both.

Porphyry - Any igneous rock in which relatively large crystals, are set in a fine-grained groundmass.

Prefeasability Study – is a comprehensive study of the viability of a mineral project that has advanced to a stage where the mining method, in the case of underground mining, or the pit configuration, in the case of an open pit, has been established, and where an effective method of mineral processing had been determined.  This Study must include a financial analysis based on reasonable assumptions of technical engineering, operating, and economic factors, which are sufficient for a Qualified Person acting reasonably, to determine if all or part of the Mineral Resource may be classified as a Mineral Reserve.

Pyrite - an iron sulphide mineral (FeS₂), the most common naturally occurring sulphide mineral.

Pyroclastic - Produced by explosive or aerial ejection of ash, fragments, and glassy material from a volcanic vent.  Applied to the rocks and rock layers as well as to the textures so formed.

Pyrrhotite - A bronze-colored, often magnetic iron sulphide mineral.

Quartz – crystalline silica; often forming veins in fractures and faults within older rocks.

Reclamation - Restoration of mined land to original contour, use, or condition.

Resource – a concentration of mineral material in such form and amount that economic extraction of a commodity from the concentration is currently or potentially feasible.  Locations, grade, quality or quantity are estimated from specific geologic evidence.

Reverse Circulation Drilling (RC) – a drilling method used in geological appraisals whereby the drilling fluid passes inside the drill stem to a down-the-hole percussion bit and returns to the surface outside the drill stem carrying the drill chip samples.

Scoping Study - A scoping study is the first level of study that is performed on a mineral deposit to determine its economic viability.  This is usually performed to determine whether the expense of a full pre-feasibility study and later full feasibility study is warranted.

Sedimentary - Formed by the deposition of sediment or pertaining to the process of sedimentation.

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Sediments - Solid fragmental material that originates from weathering of rocks and is transported or deposited by air, water, or ice, or that accumulates by other natural agents, such as chemical precipitation from solution or secretion by organisms, and that forms in layers on the Earth's surface at ordinary temperatures in a loose, unconsolidated form; e.g., sand, gravel, silt, mud, alluvium.

Shale - A fine-grained sedimentary rock formed by the consolidation, particularly by compression, of clay, silt, or mud.

Showing - Surface occurrence of mineral.

Silicified - The process of introducing silica into a non-siliceous rock, either by filling pore spaces or as a replacement of calcite in limestone.

Siltstone – An indurated silt having the texture and composition of shale but lacking its fine lamination or fissility; a massive mudstone in which the silt predominates over clay.

Sphalerite – A zinc sulphide that occurs with galena in veins and irregular replacement in limestone.

Stockwork - A mineral deposit consisting of a three-dimensional network of planar to irregular veinlets close enough that the entire mass can be mined.

Stratigraphy – the sequence of bedded rocks in a particular area.

Talus - Rock fragments derived from and lying at the base of a cliff or slope, or the accumulated mass of such loose broken rock.

Tonne – A metric ton, or 2,204 pounds.

Trenching - the process of exploration by which till is removed from a trench cut from the earth’s surface.

Tuff - A general term for all consolidated pyroclastic rocks.

Vein – a thin, sheet-like, crosscutting body of hydrothermal mineralization, principally quartz.

Volcanics – those originally molten rocks, generally fine grained, that have reached or nearly reached the Earth’s surface before solidifying.

Wacke - A dirty sandstone that consists of a mixed variety of angular and unsorted or poorly sorted mineral and rock fragments, and of an abundant matrix of clay and fine silt.

Waste – barren rock in a mine, or mineralized material that is too low in grade to be mined and milled at a profit.

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Part I

Item 1.  Identity of Directors, Senior Management and Advisors

Table No. 1

Company Directors and Officers

Name	Position	Business Address
William Deeks	Director	22 Mariners Haven Collingwood, ON  L9Y 5B5
John Joseph Plourde	President, CEO and Director	#1103 – 1166 Alberni Street Vancouver, B.C.  V6E 3Z3
Ruth Swan	Chief Financial Officer	#1103 – 1166 Alberni Street, Vancouver, B.C.  V6E 3Z3
Gregory R. Anderson	Director	1304 S 105th Pl, Apt 1038, Mesa, AZ  85209-3822
Victor Eng	Director	6710 Blackcomb Way Vernon, BC  V1B OA3
Erik Tornquist	Director	1380 Lorilawn Court Burnaby, BC  V5B 3N5
Dennis Simmons	Director	18266 Jurel Way Lakeville, MN  55044
William F. Webster	Director	1729 East Tower, 400 Walmer Road, Toronto, ON  M5P 2X7

The Company’s auditor for the fiscal years of 2021, 2020 and 2019 was MNP LLP, Chartered Professional Accountants, Suite 2200 - 1021 West Hastings Street, Vancouver, British Columbia, Canada, V6E 0C3.

The Company’s legal advisor is Brian E. Abraham, Q.C., of Dentons Canada LLP, 250 Howe Street, 20th Floor, Vancouver, British Columbia, V6C 3R8.

Item 2.  Offer Statistics and Expected Timetable

Not Applicable

Item 3.  Key Information

As used within this Annual Report, the terms “Pacific Booker”, “the Company”, “Issuer” and “Registrant” refer collectively to Pacific Booker Minerals Inc, its predecessors, subsidiaries and affiliates.

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SELECTED FINANCIAL DATA

The selected financial data of the Company for Fiscal Years 2021, 2020 and 2019 ended January 31 were derived from the financial statements audited by MNP LLP, Chartered Professional Accounts, as indicated by its audit reports which are included elsewhere in this annual report. The data for the Fiscal Years 2018 and 2017 ended January 31 were also derived from the financial statements audited by MNP LLP but are not included herein.

The selected financial data should be read in conjunction with the financial statements and other financial information included elsewhere in the Annual Report.

The Company has not declared any dividends on its common shares since incorporation and does not anticipate that it will do so in the foreseeable future.  The present policy of the Company is to retain future earnings for use in its operations and the expansion of its business.

Table No. 2 is derived from the financial statements of the Company, which have been prepared in accordance with International Financial Reporting Standards.

Table No. 2

Selected Financial Data

IFRS

(CDN$ in 000, except per share data)

	Year	Year	Year	Year	Year
	Ended	Ended	Ended	Ended	Ended
	1/31/21	1/31/20	1/31/19	1/31/18	1/31/17
Revenue	$0	$0	$0	$0	$0
Net Income (Loss)	($643)	($1,061)	($283)	($400)	($2,438)
Net Income (Loss) Per Share	($0.04)	($0.06)	($0.02)	($0.03)	($0.19)
Dividends Per Share	$0	$0	$0	$0	$0
Wtg. Avg. Shares (000)	16,767	16,366	14,824	13,706	12,952
Working Capital	$1,534	$1,939	$620	$757	$178
Mineral Properties	$29,713	$29,713	$29,703	$29,697	$29,654
Long-Term Debt	Nil	Nil	Nil	Nil	Nil
Shareholder’s Equity	$31,410	$31,832	$30,451	$30,586	$29,964
Total Assets	$31,443	$31,867	$30,472	$30,609	$30,014

The Company adopted IFRS effective February 1, 2010.

In this Annual Report, unless otherwise specified, all dollar amounts are expressed in Canadian Dollars (CDN$).  The Government of Canada permits a floating exchange rate to determine the value of the Canadian Dollar against the U.S. Dollar (US$).

Table No. 3 sets forth the rate of exchange for the Canadian Dollar at the end of the five most recent years ended December 31^st and the most recent twelve quarters, including the average rates for the period, and the range of high and low rates for the period.  Table No. 3 also sets forth the rate of exchange for the Canadian Dollar for the six most recent months, and the range of high and low rates for these periods.

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For purposes of this table, the rate of exchange means the noon buying rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York.  The table sets forth the number of U.S. dollars required under that formula to buy one Canadian Dollar.  The average rate means the average of the exchange rates on the last day of each month during the period.

Table No. 3

Canadian Dollar/U.S. Dollar

Period	Average	High	Low	Close
Year Ended 12/31/20	$  1.34	$  1.45	$  1.27	$  1.28
Year Ended 12/31/19	1.32	1.36	1.30	1.30
Year Ended 12/31/18	1.30	1.37	1.23	1.36
Year Ended 12/31/17	1.30	1.37	1.21	1.25
Year Ended 12/31/16	1.13	1.17	1.10	1.17
Three Months Ended   3/31/21	$  1.27	$ 1.28	$ 1.24	$ 1.26
Three Months Ended 12/31/20	1.30	1.34	1.27	1.28
Three Months Ended   9/30/20	1.32	1.36	1.30	1.33
Three Months Ended   6/30/20	1.38	1.42	1.34	1.36
Three Months Ended   3/31/20	$  1.36	$  1.45	$  1.30	$  1.41
Three Months Ended 12/31/19	1.30	1.33	1.30	1.30
Three Months Ended   9/30/19	1.32	1.33	1.30	1.32
Three Months Ended   6/30/19	1.33	1.35	1.30	1.31
Three Months Ended   3/31/19	$  1.32	$  1.36	$  1.31	$  1.34
Three Months Ended 12/31/18	1.33	1.37	1.32	1.36
Three Months Ended   9/30/18	1.30	1.33	1.29	1.29
Three Months Ended   6/30/18	1.30	1.33	1.25	1.31
April 2021		$  1.26	$  1.23	$  1.23
March 2021		1.27	1.24	1.26
February 2021		1.28	1.25	1.27
January 2021		1.28	1.26	1.28
December 2020		1.30	1.27	1.28
November 2020		1.33	1.30	1.30

The exchange rate was $1.23 on April 30, 2021.

Forward Looking Statements

Certain Statements presented herein are forward-looking statements which may include conclusions of prefeasibility and feasibility studies, estimates of future production, capital and operating costs, prices of silver and gold and other known and unknown risks.  These and other factors and uncertainties may cause material differences from future results as expressed or implied by these forward-looking statements. These risks, uncertainties and other factors include but are not limited to the risks involved in the exploration, development and mining business.

Statement of Capitalization and Indebtedness

Not Applicable

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Risk Factors

An investment in the Common Shares of the Company must be considered speculative due to the nature of the Company’s business and the present stage of exploration and development of its non producing mineral properties.  In particular, the following risk factors apply:

The effects of a global pandemic, including the COVID-19 outbreak, may have a negative effect on the Company’s operations and financial condition

The World Health Organization declared the novel coronavirus COVID-19 as a pandemic in March 2020. This declaration has led to numerous emergency measures being instituted in many countries, including Canada. These measures include government and business closures, stay-at-home orders, and limitations placed on work and travel. The continued outbreak of COVID-19, or any other pandemic, could materially and adversely impact the Company’s operations including mineral exploration, receipt of necessary government approvals, and regulatory compliance. It may also have a negative effect on the equity and debt markets, which may make raising additional capital more difficult or not available. The full extent of such impacts is outside the Company’s control and may have a significant negative effect on the Company’s operations and financial condition.

Risks Associated with Mineral Exploration

The Company is Involved in the Resource Industry which is Highly Speculative and has Certain Inherent Exploration Risks which Could have an Negative Effect on the Company

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

All of the Company’s Mineral Properties are at the Exploration Stage and all of the Company’s Property Expenditures May Be Lost

The Company is currently focusing all of its efforts and funds on the Morrison Project, which is at the exploration stage.  If the Company is successful in obtaining the required environmental certificates and mining permits, substantial additional work and funds will be required in order to bring the Company through the development stage.  Mineral Exploration is highly risky, and most exploration properties do not contain any economic deposits of minerals.  If a property is determined to not contain any economic reserves of minerals, the entire amount spent on exploration will be lost.

The Company's Mineral Reserve Disclosure are Estimates Only, and May Not Be Economic

The calculation of mineral reserves on the Morrison Property are estimates, and there is no certainty that the mineral deposits will be brought into commercial production.  The commercial viability of a mineral deposit is also dependent on a number of factors, some of which are particular attributes of the deposit, such as size, grade, metal recoveries, and proximity to infrastructure, as well as metal prices.  Most of these factors are beyond the control of the Company.  Even if the Company’s properties are brought into production, operations my not be profitable.  The Company is an exploration stage company with no history of pre-tax profit and no income from its operations.

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The Company Has Not Surveyed Any of Its Properties and the Company Could Lose Title to Its Properties

The Company has only done a preliminary legal survey of the boundaries of any of these properties, and therefore, in accordance with the laws of the jurisdictions in which these properties are situated, their existence and area could be in doubt.  The Company has not obtained formal title reports on any of its properties and title may be in doubt.  If title is disputed, the Company will have to defend its ownership through the courts.  In the event of an adverse judgment, the Company would lose its property rights.

The Mining Industry is Highly Competitive

The Company will be required to compete in the future directly with other corporations that may have greater resources.  Such corporations could outbid the Company for potential projects or produce minerals at lower costs which would have a negative effect on the Company’s operations.

Mineral Operations are Subject to Market Forces Outside of the Company’s Control

The marketability of minerals is affected by numerous factors beyond the control of the entity involved in their mining and processing.  These factors include market fluctuations, government regulations relating to prices, taxes royalties, allowable production, import, exports and supply and demand.  One or more of these risk elements could have an impact on costs of an operation and if significant enough, reduce the profitability of the operation and threaten its continuation.

The Company is Subject to Substantial Government Regulatory Requirements

The Company’s exploration operations are affected to varying degrees by government regulations relating to resource operations, the acquisition of land, pollution control and environmental protection, safety, production and expropriation of property.  Changes in these regulations or in their application are beyond the control of the Company and may adversely affect its operations, business and results of operations.  Failure to comply with the conditions set out in any permit or failure to comply with the applicable statutes and regulations may result in orders to cease or curtail operations or to install additional equipment.  The Company may be required to compensate those suffering loss or damage by reason of its operating or exploration activities.  Operations may be affected in varying degrees by government regulations with respect to restrictions on production, price controls, export controls, foreign exchange controls, income taxes, expropriation of property, environmental legislation and mine safety.

Currently, the Company’s Canadian properties are subject to the jurisdiction of the federal laws of Canada and the provincial laws of British Columbia.

On the Federal and Provincial level, the Company must comply with exploration permitting requirements which require sound operating and reclamation plans to be approved by the applicable government body prior to the start of exploration.  Depending upon the type and extent of the exploration activities, the Company may be required to post reclamation bonds and/or assurances that the affected areas will be reclaimed.  If the reclamation requires funds in addition to those already allocated, the Company could be forced to pay for the extra work and it could have a significant negative effect upon the Company’s financial position and operations.

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The Company is Subject to Substantial Environmental Requirements

In connection with its operations and properties, the Company is subject to extensive and changing environmental legislation, regulation and actions.  The Company cannot predict what environmental legislation, regulation or policy will be enacted or adopted in the future or how future laws and regulations will be administered or interpreted.  The recent trend in environmental legislation and regulation generally is toward stricter standards and this trend is likely to continue in the future.  The recent trend includes, without limitation, laws and regulations relating to air and water quality, mine reclamation, waste handling and disposal, the protection of certain species and the preservation of certain lands.  These regulations may require obtaining permits or other authorizations for certain activities.  These laws and regulations may also limit or prohibit activities on certain lands lying within wetland areas, area providing for habitat for certain species or other protected areas.  Compliance with more stringent laws and regulations, as well as potentially more vigorous enforcement policies or stricter interpretation of existing laws, may necessitate significant capital outlays, may materially affect the Company’s results of operations and business, or may cause material changes or delays in the Company’s intended activities.

Currently, the Company has $123,600 on deposit as a reclamation bond for exploration work and site disturbance at the Morrison property.  These allocated funds have been deposited for the benefit of the Province of British Columbia until released upon approval from the Province after all necessary reclamation work on the property has been performed.  If the reclamation is more prolonged and requires funds in addition to those already allocated, Pacific Booker could be forced to pay for the extra work and it could have a significant negative impact upon the Company’s financial position and operations.

Financing Risks

The Company is Likely to Require Additional Financing which Could Result in Substantial Dilution to Existing Shareholders

The Company, while engaged in the business of exploiting mineral properties, has sufficient funds to undertake its planned current exploration projects.  The Company has completed a positive Full Feasibility Study at its Morrison project and will require further financing to develop the Morrison project and to place it into commercial production.  The development of the Company’s mineral properties is, therefore, dependent upon the Company’s ability to obtain financing through the joint venturing of projects, debt financing, equity financing or other means.  Such sources of financing may not be available on acceptable terms, if at all.  Failure to obtain such financing may result in delay or indefinite postponement of exploration work on the Company’s mineral properties, as well as the possible loss of such properties.  Any transaction involving the issuance of previously authorized but unissued shares of common or preferred stock, or securities convertible into common stock, could result in dilution, possibly substantial, to present and prospective holders of common stock.  These financings may be on terms less favorable to the Company than those obtained previously.

The Company Has a History of Net Losses and Expects Losses to Continue for the Foreseeable Future

The Company has had a history of losses and there is no assurance that it can reach profitability in the future.  The Company will require significant additional funding to meet its business objectives.  Capital will need to be available to help maintain and to expand work on the Company’s Morrison Property.  The Company may not be able to obtain additional financing on reasonable terms, or at all.  If equity financing is required, as expected, then such financings could result in significant dilution to existing shareholders.  If the Company is unable to obtain sufficient financing, the Company might have to dramatically slow exploration efforts and/or lose control of its projects.  The Company has historically obtained the preponderance of its financing through the issuance of equity and the Company has no current plans to obtain financing through means other than equity financing.

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The Company has a Deficit and a Lack of Cash Flow to Sustain Operations and Does Not Expect to Begin Receiving Operating Revenue in the Foreseeable Future

As of January 31, 2021, the end of the Company’s most recent fiscal year, the Company had a deficit of $40,521,193.  None of the Company’s properties have advanced to the commercial production stage and the Company has no history of earnings or cash flow from operations.  The Company has paid no dividends on its shares since incorporation and does not anticipate doing so in the foreseeable future.  Historically, the only source of funds available to the company has been through the sale of its common shares.  Any future additional equity financing would cause dilution to current stockholders.  If the Company does not have sufficient capital for its operations, management would be forced to reduce or discontinue its activities which would likely have a negative effect on the stock price.

Risks Relating to an Investment in the Securities of the Company

The Market for the Company’s Stock has Been Subject to Volume and Price Volatility which Could Negatively Affect a Shareholder’s Ability to Buy or Sell the Company’s Shares

The market for the common shares of the Company may be highly volatile for reasons both related to the performance of the Company or events pertaining to the industry (i.e., mineral price fluctuation/high production costs/accidents) as well as factors unrelated to the Company or its industry.  In particular, market demand for products incorporating minerals in their manufacture fluctuates from one business cycle to the next, resulting in change of demand for the mineral and an attendant change in the price for the mineral.  The Company’s common shares can be expected to be subject to volatility in both price and volume arising from market expectations, announcements and press releases regarding the Company’s business, and changes in estimates and evaluations by securities analysts or other events or factors.  In recent years the securities markets in the United States and Canada have experienced a high level of price and volume volatility, and the market price of securities of many companies, particularly small-capitalization companies such as the Company, have experienced wide fluctuations that have not necessarily been related to the operations, performances, underlying asset values, or prospects of such companies.  For these reasons, the shares of the Company’s common shares can also be expected to be subject to volatility resulting from purely market forces over which the Company will have no control.  Further, despite the existence of a market for trading the Company’s common shares in Canada, stockholders of the Company may be unable to sell significant quantities of common shares in the public trading markets without a significant reduction in the price of the stock.

The Company Could be Deemed a Passive Foreign Investment Company Which Could have Negative Consequences for U.S. Investors

The Company could be classified as a Passive Foreign Investment Company (“PFIC”) under the United States tax code.  If the Company is declared a PFIC, then owners of the Company’s Common Stock who are U.S. taxpayers generally will be required to treat any so-called "excess distribution" received on its common shares, or any gain realized upon a disposition of common shares, as ordinary income and to pay an interest charge on a portion of such distribution or gain, unless the taxpayer makes a qualified electing fund ("QEF") election or a mark-to-market election with respect to the Company’s shares.  A U.S. taxpayer who makes a QEF election generally must report on a current basis its share of the Company’s net capital gain and ordinary earnings for any year in which the Company is classified as a PFIC, whether or not the Company distributes any amounts to its shareholders.

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U.S. Investors May Not Be Able to Enforce Their Civil Liabilities Against The Company or Its Directors, Controlling Persons and Officers

It may be difficult to bring and enforce suits against the Company. The Company is a corporation incorporated in Canada under the laws of British Columbia. The majority of the Company’s directors and officers are residents of Canada and all of the Company’s assets and its subsidiaries are located outside of the United States.  Consequently, it may be difficult for United States investors to effect service of process in the United States upon those directors or officers who are not residents of the United States, or to realize in the United States upon judgments of United States courts predicated upon civil liabilities under United States securities laws.  There is substantial doubt whether an original action could be brought successfully in Canada against any of such persons or the Company predicated solely upon such civil liabilities under the U.S. Securities Act.

As a “Foreign Private Issuer”, the Company is Exempt from the Section 14 Proxy Rules and Section 16 of the 1934 Securities Act

The submission of proxy and annual meeting of shareholder information (prepared to Canadian standards) on Form 6-K may result is shareholders having less complete and timely data.  As a Foreign Private Issuer, the Company’s officers, directors and principal shareholders are exempt from Exchange Act Section 16’s short-swing insider disclosure and profit recovery provisions. The exemption from Section 16 rules regarding sales of common shares by insiders may result in shareholders having less data.

Item 4.  Information on the Company

DESCRIPTION OF BUSINESS

Introduction

The Company’s executive office is located at:

#1103-1166 Alberni Street, Vancouver, B.C.  V6E 3Z3 Canada

Telephone: (604) 681-8556

Facsimile: (604) 687-5995

E-Mail: info@pacificbooker.com

Website: www.pacificbooker.com

The Contact persons in Vancouver are Ruth Swan, Chief Financial Officer, and John Plourde, President/CEO & Director.

The Company currently leases its executive offices in Vancouver. The lease covers approximately 1,622 square feet and is currently $7,577 per month. The lease is in effect until January 31, 2022. The premises are considered adequate for the Company’s current needs. However, the Company may seek to lease additional office space in the future to meet its requirements as it transitions into development of its mineral property.

The Company's fiscal year ends January 31^st.

The Company's common shares trade on the TSX Venture Exchange under the symbol "BKM" and over-the-counter in the United States under the symbol “PBMLF”.  The Company was formerly listed on the NYSE MKT (now NYSE American) Exchange under the symbol “PBM” until its voluntary delisting on April 29, 2016.

The authorized share capital of the Company consists of 100,000,000 common shares without par value. As of January 31, 2021, the end of the most recent fiscal year, there were 16,766,969 common shares issued and outstanding.

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Corporate Background

The Company was originally incorporated under the Company Act of British Columbia under the name of Booker Gold Explorations Ltd. on February 18, 1983.  On February 8, 2000, the Company conducted a 1 for 5 reverse split and changed its name to Pacific Booker Minerals Inc.  At the Company’s Annual General Meeting held on July 16, 2004, shareholder’s approved new Articles of Incorporation under the new British Columbia Business Corporations Act which replaced the Company Act of British Columbia.

The Company presently has no subsidiaries.

Currently, the Company conducts all of its operations Canada and all of its assets are located in Canada.

History and Development of the Business

Since inception, the Company has been involved in mineral exploration.  The majority of the Company’s efforts since inception have been conducted on properties in Canada, particularly the Morrison and Hearne Hill copper/gold properties.  The Company originally entered into an option agreement to earn a 100% interest in the Hearne Hill property in December, 1992, subject to a 4% Net Smelter Royalty (“NSR”).  The Company met the option requirements until December 2004. During the year ended January 31, 2006, the Company wrote-off the entire capitalized value of the Hearne Hill property which totaled $7,851,288.

In October 1997, the Company optioned the adjacent Morrison Property from Noranda (which was subsequently acquired by Falconbridge Limited, which was subsequently acquired by Xstrata LLP, which was subsequently acquired by Glencore PLC.).  The Noranda option agreement allowed the Company to earn a 50% interest in the Morrison Property upon the expenditure of $2,600,000 on exploration over five years and delivery of a bankable feasibility study.  If Noranda decided not to proceed with development of the Morrison Property, the Company could acquire a 100% interest (subject to a 3% NSR) in the property. The Company met the expenditure requirement under the Noranda agreement.

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

Since the acquisition of the Morrison project in 1997, the Company has concentrated its efforts on exploring the project and initiated a Full Feasibility Study on the Morrison project in January 2004.

In 1995, the Company acquired 100% interests in the Copper and CUB mineral claims located near the Morrison project.  During the year ended January 31, 2005, the value of the Copper and CUB claims were written off.

On August 7, 2007, the Company’s common shares began trading on the NYSE Amex (formerly the American Stock Exchange) under the symbol “PBM”.

On March 12, 2009, the Company released the positive full Feasibility Study on the Morrison Project as completed by Wardrop Engineering Ltd. The study describes the scope, design features and financial viability of a conventional open pit mine with a 30,000 tonnes per day mill.

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On September 28, 2009, the company announced it had completed the Environmental Assessment on the Morrison Project and submitted the Application for an Environmental Assessment Certificate to the British Columbia Environmental Assessment Office ("BCEAO").  The Environmental Assessment Certificate is required to apply for the various Licenses and Permits required for the construction, operation, decommissioning and reclamation of the proposed open-pit mine at the Morrison property.  On July 12, 2010, the Company announced that the BCEAO accepted for review the Company's Application for an Environmental Assessment Certificate.  The Company was also notified by the BCEAO that it has met the requirements of the Section 11 Order with respect to both public and First Nations Consultation and is satisfied with the Consultation Plans proposed by the Company for the Application Review period.

On October 1, 2012, the Company announced that the Honourable Rich Coleman, British Columbia Minister of Energy, Mines and Natural Gas and Minister Responsible for Housing and Deputy Premier, and the Honourable Terry Lake, British Columbia Minister of Environment have decided to refuse to issue an Environmental Assessment Certificate for the Morrison Project as proposed. On October 30, 2012, the Company was advised by the Canadian Environmental Assessment Agency ("CEAA") that due to the refusal of the BC Environmental Assessment Certificate, the CEAA is requesting additional information regarding whether and how the Company intends to redesign the Morrison Copper/Gold Project to address the concerns identified.

On April 4, 2013, the Company announced that John J.L. Hunter, Q.C. of Hunter Litigation Chambers Law Corporation has filed a petition with the Supreme Court of British Columbia on behalf of Pacific Booker Minerals Inc. to set aside the decision in late September 2012 of the Minister of the Environment and the Minister of Energy, Mines, and Natural Gas to deny Pacific Booker Mineral Inc.’s application for an Environmental Assessment Certificate in connection with the Company’s proposal to construct and operate an open pit copper/gold mine on the Morrison Project.  The petition is seeking the following relief: a.) an order in the nature of certiorari quashing and setting aside the decision made in late September 2012 of the Minister of the Environment and the Minister of Energy, Mines, and Natural Gas to deny Pacific Booker’s application for an Environmental Assessment Certificate in connection with the Company’s proposal to construct and operate an open pit copper/gold mine near Morrison Lake in north-central British Columbia; b.) an order remitting the Company’s application for a Certificate to the Ministers for reconsideration with directions from the Court; c.) costs; and d.) such further and other relief as this Court considers just and appropriate.

On May 1, 2013, the Company announced that it had received a request to its counsel from the Ministry of Justice for a period of time to respond to the Supreme Court of British Columbia petition.  The Company has agreed to May 31st as the date by which the Ministry of Justice is to respond.  The parties have also agreed to a hearing date in July.

On July 15, 2013, the Company announced that it had completed 70,000 units of a non-brokered private placement announced on May 23, 2013.  The private placement units consisted of one share at a purchase price of $4.00 per share, and one warrant to purchase an additional half of one share at a price of $4.00 exercisable any time prior to 5:00 p.m. Vancouver time on July 8, 2014 and at a price of $5.00 exercisable any time prior to 5:00 p.m. Vancouver time on July 8, 2015.  The shares shall not be traded before November 8, 2013.  The proceeds of the private placement will be used for general working capital.  No finders fee or commission was payable for this private placement.

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On August 14, 2013, the Company announced that the hearing in the British Columbia Supreme Court regarding its challenge of the decision to turn down the proposed Morrison Copper/Gold Mine, announced by the provincial government on October 1st of last year, had concluded.  The hearing was before Justice Kenneth Affleck, Q.C. and lasted two and a half days.  During the hearing, oral submissions were made by lawyers for the Company, for the Government, for the Lake Babine Nation, and for the Hereditary Chiefs of the Gitxsan Nation.  The Company is seeking an order setting aside the government's decision and remitting it back to the government for reconsideration.  At the conclusion of the hearing, Justice Affleck reserved judgment.

On December 9, 2013, the Company announced that the British Columbia Supreme Court released the Judgement regarding the Company’s challenge of the decision by the Provincial Government to turn down the proposed Morrison Copper/Gold Mine, announced by the provincial government on October 1st of last year.  Justice Affleck ruled that: “The petitioner is entitled to a declaration that the executive director’s referral of the application for a certificate to the ministers and the ministers’ decision refusing to issue the certificate failed to comport with the requirements of procedural fairness.  There will be an order in the nature of certiorari quashing and setting aside the ministers’ decision and an order remitting the petitioner’s application for a certificate to the ministers for reconsideration.  The petitioner is entitled to costs.”

On January 13, 2014, the Company announced that the 30 day period for the BC Government to challenge the December 9, 2013 BC Supreme Court decision has ended without challenge from the BC Government.  The Company and the interveners will be entitled to be provided with a copy of the recommendations, if any, sent to the Ministers and will be entitled to provide a written response to the recommendations in advance of a further decision.

On March 12, 2014, the Company announced that it had submitted a response to the letter from the Associate Deputy Minister and Executive Director of the BC Environmental Assessment Office (“EAO”), Doug Caul, dated January 24, 2014, regarding the opportunity for Pacific Booker to respond to the updated version of the September 20, 2012 Recommendations of the Executive Director report in regards to the Company’s application for an Environmental Assessment Certificate.  At the request of the Company, Klohn Crippen Berger (“KCB”) prepared a report that clarifies the remaining concerns of the EAO regarding the Morrison Copper/Gold Project.  This information should allow the EAO and the Ministers to make an informed decision with respect to supporting the EAO Conclusion that “EAO is satisfied that the Assessment process has adequately identified and addressed the potential adverse environmental, economic, social, heritage and health effects of the proposed Project, having regard to the successful implementation of the conditions and the mitigation measures set out in Schedule B to the draft EA Certificate”.

On May 23, 2014 the Company’s response to the Working Group comments was submitted to the BC Environmental Assessment Office (“BCEAO”).

On July 4, 2014, the Company’s application for the Environmental Assessment Certificate for the Morrison Copper/Gold Mine Project was referred to the Minister of Environment and the Minister of Energy and Mines for reconsideration.

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On August 19, 2014, the environmental assessment of the Morrison Copper/Gold project was suspended by the Honourable Mary Polak, Minister of Environment, pending the outcome of the Independent Expert Engineering Investigation and Review Panel in relation to the tailings dam breach at the Mt. Polley mine.  Mt. Polley, operated by Imperial Metals and unrelated to Pacific Booker Minerals, is an open pit copper/gold mine with a developing underground project located in south-central British Columbia.  Under the BC Environmental Assessment Act (“EAA”), the Minister of Environment can suspend an assessment until the outcome of any investigation, inquiry, hearing or other process that is being conducted by the Government of British Columbia and is material to the assessment.

In February 2015, the Company was provided an opportunity to provide comments on the Mount Polley Investigation and Report in relation to the Morrison project, with the comments to be received by March 20, 2015.  The Company submitted a report, prepared by Harvey McLeod of Klohn Crippen Berger Ltd., to the BC Environmental Assessment Office, the Ministry of Energy and Mines and the Ministry of Environment in response to the Mount Polley Independent Technical Review Board Panel Report Recommendations in regards to the Mount Polley TSF Failure.  The report continues to support KCB’s opinion that the Project has been designed using Best Available Practices and can be safely constructed, operated, and closed to protect the environment.  It also states that the design of the Morrison Tailings Storage Facility (“TSF”) uses Best Available Technologies that are appropriate for the site conditions.

On April 17, 2015, the responses from the Lake Babine Nation, the Gitxsan Treaty Society and the Gitanyow Hereditary Chiefs to the March 2015 report from KCB were posted on the BC Government’s e-PIC site.  Klohn Crippen Berger Ltd will prepare a response to the comments before the May 8th deadline.

On May 8, 2015, the Company submitted a response to the BC Environmental Assessment Office, the Ministry of Environment and the Ministry of Energy and Mines in response to the Aboriginal groups’ comments on both the Mount Polley Independent Technical Review Board Panel Report Recommendations and Pacific Booker’s response to the Report.  The response included a letter, prepared by Harvey McLeod of Klohn Crippen Berger Ltd., which addresses the points raised in the April 2015 letters from the First Nations.

On July 8, 2015, the Company announced that the Minister of Environment and the Minister of Energy and Mines have made a decision under Section 17(3)(c) of the Environmental Assessment Act regarding the application that the Company has made for an Environmental Assessment Certificate for the proposed Morrison Copper/Gold Project and have ordered that the Morrison Project undergo further assessment.

On December 23, 2015, the Company submitted a response document to the July 2015 decision by the Minister of Environment and Minister of Energy and Mines that the Morrison Project undergo further assessment.  The document has been acknowledged as received by Kevin Jardine, Associate Deputy Minister, Environmental Assessment Office.

In April 2016, the Company filed a Form 25 with the U.S. Securities and Exchange Commission to voluntarily withdraw its common shares from listing on the NYSE MKT (now NYSE American) Exchange.  The delisting was effective before the start of trading on April 29, 2016, and the Company’s shares began trading Over-the-Counter in the United States.

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Business Overview

All of the Company’s mineral operations are located in Canada.  The Company and all of its properties are at the exploration stage.  Currently, the Company is completing the required permitting of its Morrison Project.  Based upon the positive full Feasibility Study, the Company intends to proceed with development of a mine at Morrison once the required permits are received.

Operations are not seasonal as the Company can conduct certain types of work at its properties year-round.  To date, the Company’s revenue has been limited to interest on its cash balances and therefore it is not currently dependent upon market prices for its operations, nor is it dependent upon any patents, licenses or manufacturing processes.  The Company’s operations are dependent upon mining exploration rights and claims as well as the terms of option and/or joint venture agreements on those properties.  Please see the individual property descriptions below for the details of each of the Company’s mineral exploration projects.

The mineral operations of the Company are subject to regulation by several government agencies at the Federal, Provincial and local levels.  These regulations are well documented and a fundamental aspect of operations for any resource company in Canada.  Management believes it is in compliance with all current requirements and does not anticipate any significant changes to these regulations which will have a material effect on the Company’s operations.

Mineral Properties

The Company currently operates in the mineral exploration sector.  All of the Company’s properties are located in British Columbia, Canada and are at the exploration stage.  Currently, the Company’s only active project is the Morrison project in British Columbia.  The individual mineral properties are described below.

Morrison Project

The Morrison Project is a copper/gold exploration project and, including the adjacent Hearne Hill project, covers an area of approximately 65 square kilometers in British Columbia, Canada.  Morrison is subject to a purchase agreement between the Company and Falconbridge, a unit of Xstrata Plc., where the Company can acquire a 100% interest in the Morrison property.  Under the acquisition agreement, the Company has made all the required cash payments to Falconbridge and is only required to issue Falconbridge 250,000 additional common shares upon commencement of commercial production.

The project is currently at the exploration stage.  In March 2009, the Company received a positive Full Feasibility Study on the project and is currently in the process of obtaining the environmental certificates and permits necessary to proceed to the development stage.

Location and Access

The project is located in the Omineca District approximately 65 kilometers northeast of the town of Smithers in the Babine Lake region of north-central portion of British Columbia, Canada.  The project lies 30 kilometers north of the town of Granisle which was originally built to service several mines in the area.  Access is via paved British Columbia Provincial Highway 321 from Topley to Granisle to Michelle Bay, then by barge across Babine Lake to Nosebay.  A network of logging roads provides access to the Morrison Project approximately 38 kilometers from the barge landing.

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Mineral Claims and Land Title

The Morrison Property is represented by the Erin #1 mineral claim which is covered under the Mineral Tenure Act of British Columbia (“Mineral Tenure Act”).  The Company is acquiring the Morrison Property from Falconbridge Ltd, and has completed all the required cash payments under the agreement and must issue an additional 250,000 common shares to Falconbridge upon commencement of commercial production.  The Claim is 500 hectares in size is in good standing until October 30, 2026.

The Company does not believe there are any conflicting claims of ownership on any of the underlying claims.  Copies of the acquisition agreements, including a list of the various claims underlying the property, have been filed as exhibits to the Company 20-F Registration Statement. A list of the Company’s claims is also available on-line at the British Columbia Government’s Mineral Titles Online database located at www.mtonline.gov.bc.ca.

Under the Mineral Tenure Act, claim holders may apply for additional 20 year terms as long as the extension is required for mining purposes.  Annual rental fees payable to British Columbia is $10 per hectare.

Under the purchase agreement with Noranda (now Falconbridge) dated April 19, 2004, Noranda indicated that to the best of its knowledge, there is no claim or challenge to its ownership or title to the mineral claims by any other party.  A copy of that agreement was filed as an exhibit to the Company’s 20-F Registration Statement.

Although the project lies within the traditional Lake Babine First Nations region, the project area is not under any native claim, nor is any claim anticipated based upon currently available information.  The Company has endeavored to appraise the Lake Babine First Nations on its planning and results of its studies, including environmental, wildlife, and fish studies.

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How Acquired

The Company originally signed an agreement with Noranda Mining and Exploration Inc. (“Noranda”) dated October 22, 1997 regarding the underlying claims.  Under the agreement, Pacific Booker can earn a 50% interest in the Morrison claims by spending $2,600,000 over a period of five years and delivery of a bankable feasibility study by October 31, 2003.  If Pacific Booker has met the expenditure requirement, Noranda may, under the agreement and upon receipt of a written request from Pacific Booker, extend the date for completion and delivery of the bankable feasibility study for up to an additional two years.  The agreement with Noranda also allowed the Company to recover from Noranda 15% of its total exploration expenditures on the Morrison Property in order to offset additional overhead and administration costs associated with financing and administration of the exploration program.

In April 2004, the Company announced that it had signed a new purchase agreement with Noranda Inc. (now Falconbridge Inc., a unit of Xstrata Plc.) regarding the Morrison Property which would replace the original agreement signed in October 1997 as described above.  Under the agreement, the Company would acquire a 100% interest in the project from Noranda in exchange for the payment of $3,500,000 cash and issuance of 250,000 common shares and 250,000 common share purchase warrants under the following schedule:

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Upon Commencement of any commercial production from the property, the Company must issue to Falconbridge an additional 250,000 common shares.  If at the time of issuance, the Company’s common share price is below $4.00 per share, the Company is obligated to pay, in cash, the difference between $1,000,000 and the value of the 250,000 common shares issued.  This amount is figured by the average trading price which is less than $4.00 per share multiplied by 250,000 common shares.

If the Company is unable to comply with the terms of the above agreement, it will be required to execute a re-transfer of its interest in the project to Falconbridge which would result in Falconbridge holding a 100% interest in the Morrison claims.

The final cash payment of $1,500,000 was due to Falconbridge on or before April 19, 2007.  In September 2006, the Company satisfied this payment by paying Falconbridge $1,450,000 after negotiating a $50,000 early payment discount.  In addition to the cash payments, the Company issued 250,000 common shares and 250,000 warrants exercisable until June 5, 2006 at an exercise price of $4.05.

During 2005, Noranda amalgamated with Falconbridge and continued as Falconbridge Limited.  In August 2006, Falconbridge was acquired by Xstrata Plc.  In May 2013, Xstrata was acquired by Glencore PLC.  There were no changes to the Company’s agreement with Noranda/Falconbridge/Xstrata/Glencore as a result of either merger.

Regional Geology

The properties are situated on the northern edge of the Skeena Arch in a region underlain by volcanic, clastic and epiclastic rocks.  This sequence of rocks has been cut by a northwest trending series of faults that have created a long linear sequence of horsts and grabens.  The rocks have been intruded by a variety of intermediate to felsic stocks, plugs and dykes of Eocene age.

During the Tertiary-Eocene period, Biotite Feldspar Porphyry (“BFP”) plugs and stocks of the Babine Igneous Suite were emplaced along major faults in a continental magmatic arc.  Porphyry copper deposits in the area are temporally and spatially associated with the Babine Igneous Suite intrusions.

Property Geology

The Morrison copper-gold porphyry deposit is an elongated 600 by 1,500 m long northwesterly-trending deposit.  The main BFP pluton at Morrison is a faulted plug, with nearly vertical contacts, which occupies a northwesterly oriented elliptical area.  The Morrison plug is known to contain a large number of phases of BFP.  There are numerous offshoots of the plug, many of which are northerly trending dykes or sills.  The offshoots vary in width from less than 1 meter to greater than 500 meters.

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The mineralization at Morrison occupies the central part of a major graben that is a component of the regional northwesterly trending block-fault system of the Babine area.  The western bounding fault is believed to be along Morrison Lake, and the eastern fault is about 0.8 kilometers east of the property. The most prominent structure at Morrison is the north-northwest trending East Fault, which bisects the BFP plug and copper zone.  The Morrison copper zone conforms to the shape of the BHP plug and is disrupted by the East and West faults.  The copper zone is defined by external and internal boundaries that mark the limits of lithologic units with copper content consistently greater than 0.2% copper.  In most places, the external boundary is relatively sharp and copper content declines outward to less than 0.1% copper within about 40 meters.  The low-grade core averages between 0.15-0.2% copper.  All copper sulphides are primary, with chalcopyrite the main copper-bearing mineral.  A pyrite halo is developed in the chlorite-carbonate altered wallrock that spatially bounds the copper zone.  Copper mineralization is weakly developed in the pyrite halo.

Current Infrastructure

Only minimal facilities currently exist on the property. Smaller buildings are on site, including a permanent core shack.  Most exploration supplies are brought in via barge across Babine Lake and stored on site for the duration of the exploration program.  Access from the barge landing to the camp and the exploration area is by heavy logging road.  This network of logging roads is maintained by Canfor, a separate company that has logging rights over the area, including the Company’s property.

Water is available from the lakes and watercourses adjacent to the property.  This water can be used for both potable and process water.  A large source of electrical power is not currently available on the project site.  An existing BC Hydro substation is located on the west side of Babine Lake near Granisle Township.  An existing 138 kV line served the Bell mine site south of the property.  In June 2008, the Company confirmed the availability of power from the Bell mine electrical facility which is now energized at 25 kV and can be re-energized to its design voltage.  A new 24.7 km 138 kV overhead line will be constructed to link from the former Bell mine site to the proposed Morrison mine site substation. BC Hydro has completed a study regarding the system load for the new line.

The economy of the region is based upon resource production, primarily mining and logging. The town of Granisle on Babine Lake was built to support the mines in the area, and offers housing and basic support services.  An experienced workforce lives in the area of the property, and it is anticipated that most would commute to the property daily via barge or boat.

Previous Exploration History

The Morrison Lake area was first explored for minerals in the early 1960’s.  Regional stream sediment sampling in 1962 by Noranda Exploration Ltd. led to the discovery of the Morrison deposit in 1963.  Between 1963 and 1973, Noranda conducted exploration at Morrison and drilled 95 diamond holes.  By 1968, a sub-economic copper deposit had been outlined at Morrison that consisted of two zones.  The zones are immediately northwest and southeast of a small central pond, and their positions correspond closely to strong geochemical and magnetic anomalies.  Geological mapping done in 1963 and 1967 indicated the possibility that the two zones might be part of a single faulted deposit.  Drilling in 1970 to test the central areas succeeded in joining the portions of the faulted copper zone.  In total, Noranda drilled 95 diamond drill holes totaling 13,893 meters.

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

Prior Exploration by Pacific Booker

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

In 2001, the Company initiated Phase III exploration at Morrison.  The program was designed to delineate the deposit both laterally and to depth by completing a series of diamond drill holes at 60-meter centers.  The program was also designed to determine the copper and gold distribution of the deposit and identify potentially higher grade zones of mineralization in order to complete a resource study of the deposit and provide data for a full feasibility study.  From June 2001 to July 2002, the Company drilled 58 holes totaling 15,284 meters.  The review of the prior work conducted by Noranda as well as the 3 exploration phases conducted by Pacific Booker has allowed the Company to identify three main zones of mineralization for the deposit.  These are the Central, Southeast and Northwest Zones.

The Central Zone forms the main segment of the Morrison deposit.  It is largely bounded by the East and West Faults with part of the southwesterly margin of the zone conforming to the transitional contact with the pyrite halo.  The Phase III drilling defined and confirmed three significant copper-gold mineralization domains within the Central Zone.  Drilling has confirmed the dimensions, configuration and continuity of higher grade copper and gold domains within the Central Zone.

The Southeast Zone occurs as a 300 m wide semi-circular-shaped zone east of the East Fault.  The copper-gold mineralization abruptly weakens along the eastern margin where it transitionally changes to the pyrite halo style of mineralization.  The zone remains open to the south.

The Northwest Zone is interpreted as an apparent faulted off-set of the Central Zone and lies west of the West Fault and is bounded by the pyrite halo to the west.  The zone is 75 by 400 meters long and drilling to date extends the zone to a depth of 170 meters.

Several areas of mineralization at the Morrison deposit remain open and require additional drilling to test for extensions or further definition.  These include southern and southeastern portions of the deposit, where mineralization remains open and the boundaries of the copper/gold mineralization remain undefined; and at depth, where drill hole MO-99-04, the deepest drilled on the property to date, ended in mineralization at a depth of 454.46 meters.  There are also several areas of interest on the property around the main Morrison deposit which have also been identified for drilling to test for possible satalitic mineralization, particularly to the northwest and southeast of the known mineralization.

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Current Exploration and Morrison Feasibility Study

The Phase III drill program totaled 82 holes of about 23,000 meters which succeeded in substantially delineating the Morrison deposit.  The Company engaged SNC Lavalin of Toronto, Ontario, to prepare a scoping study for Morrison which included a geostatistical block model and a resource estimate.  Snowden Mining Industry Consultants of Vancouver, British Columbia was engaged to incorporate SNC’s work into generating optimized pit designs and manual geological polygonal block models for further developing resource estimates for the Morrison deposit.  Snowden completed and delivered its report to Booker’s management in early May 2003.

Upon receipt of the Snowden Resource Estimation and Preliminary Pit Optimisation Study, Booker initiated a Feasibility Study on the Morrison property.  In December 2003, the company engaged Beacon Hill Consultants to prepare a full feasibility study on the Morrison project.  The Study includes geotechnical, waste management and environmental studies, as well as studying potential waste and tailings sites.  The feasibility study will also include a further 4000 meters of drilling to obtained geotechnical data as well as further delineate the higher grade mineralization in the central copper zone, explore mineralization to the south-east and close off the deposit to the north and south.  In September 2003, the Company released assay results from 5 holes drilled along the known northern limits of the Morrison deposit and which management believes has successfully closed off the northern edge of the deposit.

Beacon Hill completed a draft of a Preliminary Assessment Report on the feasibility of the claims and continued the work to bring the draft report to the Final Feasibility Report.  During the second half of 2004, work at the property site was primarily composed of environmental studies, including surface water quality sampling and flow rate monitoring, fish habitat studies, acid-rock drainage potential, and wildlife impact studies.

Fieldwork resumed in January 2005 after a winter break. 4 large (PQ) diameter drill holes totaling 700 meters were drilled as part of the metallurgical test program.  These holes were twinned from smaller holes drilled between 1998 and 2002 and were designed to obtain representative bulk samples of potential mill feed material.  Process Research Associates of Vancouver was retained to conduct the material test program including comminution and flotation tests on these samples in order to determine an optimal ore treatment process.  The testwork indicated the metallurgy of the deposit was relatively straightforward.  The results will be reviewed to establish a metallurgical database which will be used to establish design criteria in conjunction with other test work to determine potential mining and resource estimates.  The design criteria will also be used to develop preliminary capital and operating cost estimates at a range of potential rates of tonnes mined to enable optimization of the proposed mine.  These cost estimates are critical components of establishing a mine cut-off grade, optimized mill throughput and the overall mining plan.  Following the review of the optimization studies, design activities for the mill and concentrator plant will proceed.  Core from the metallurgical drill holes are also used for Acid Rock draining studies.  Waste rock intersected in two holes is being used in humidity cell tests, which are used to determine the long term effects of the environment on the waste rock materials in regards to future potential environmental impact.

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

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A drill program was completed during the winter of 2005 to finalize ore delineation and to determine geo-technical criteria for the design of the pit.  Detailed design of the pit and updated mineral resource estimates will be completed which incorporate the drilling results.  On October 14, 2005, a “Draft Terms of Reference” document was developed and submitted to the British Columbia Environmental Assessment Office (“BCEAO”) for an Application for an Environmental Assessment Certificate for the construction, operation, maintenance, decommissioning and reclamation of an open-pit mine on the Morrison property.  The final “Terms of Reference” document was developed in consultation with government agencies, First Nations, and the public.  A revised Project Description was also submitted to the British Columbia Environmental Assessment Office.

A geotechnical investigations program was completed on the proposed open pit.  The main purpose of the site investigation program was to collect the geotechnical information for the open pit slope design for the feasibility study.  Seven oriented core drill holes were drilled to provide geotechnical information for the rock mass in the vicinity of the proposed final pit walls and to intersect the major structures that were identified in previous investigations.  In addition to detailed geotechnical logging, core sample collection and packer permeability tests were completed on the drill holes.  Laboratory test work on selected samples included point load tests, unconfined compressive strength tests and direct shear tests.  Detailed geotechnical logs were compiled along with the field and laboratory tests results to establish a complete geotechnical database for the open pit area.

The geotechnical drill program commenced on the proposed waste management site and plant site included drilling 14 short geotechnical and condemnation drill holes, and 35 test pits.  The purpose of the drill holes is to test the foundations of the waste retaining dam, to test the foundations for the plant site, and to monitor ground water.  Standard Penetrometer Testing (“SPT”) was used for overburden intervals and Packer Testing for rock foundations.  Soil samples for laboratory geotechnical tests were collected from the SPT process.  The primary purpose of the test pits is to test waste dam, plant site and waste conveyor foundation and slope stability.  Another purpose of the test pits is to determine locations of potential construction material, i.e. till, sand, or gravel.  One geotechnical drill hole was drilled in the proposed open pit to monitor groundwater quality in the mineralized zone and two drill holes were drilled downstream of the waste management site to monitor groundwater quality.

During fiscal 2007, work continued on the full Feasibility Study.  The following consulting firms have been retained to perform these specific work programs as part of the Feasibility Study.

·

Wardrop Engineering Inc – to complete the Feasibility Study.

·

Geo-Sim Services Inc – to update the NI43-101 compliant Resource Estimate.

·

Nilsson Mine Services – to update the Open Pit Optimization and schedule.

·

Rescan Environmental Services Ltd. – to complete the Environmental Assessment.

·

SGS Canada Inc. – to complete the grinding and floatation test work and circuit design.

·

Klohn Crippen Burger Ltd. – to complete the Geotechnical Engineering and Design for tailings and waste rock management, surface water management and infrastructure foundation design.

During fiscal 2007, work on the project included:

·

Commenced work on the Open Pit Optimization.  This work includes mine plan, resource reserves, mill size, equipment requirements, equipment costs, and haulage costs.

·

Feasibility level Open Pit Geo-technical investigations, to provide the geo-technical information required for the feasibility level open pit slope design;

·

Feasibility level Open Pit Slope Design, to determine the steepest practical slope angles for the open pit mine;

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·

Waste Management Site and Plant Site Geo-technical Investigations, to provide geo-technical information for the design of the Waste Management Facility and the proposed plant.

·

Completed a waste management site alternative study.

·

Geo-chemical analysis of geologic samples for Acid Base Accounting and assaying of samples for molybdenum.

·

Commenced with metallurgical (grindability) testing.

·

Additional Environmental Baseline Studies.

·

Continued to develop the Decommissioning, Reclamation, and Closure Plan.

·

Continued work to complete an NI 43-101 compliant Resource Estimate.

In April 2007, the updated Resource Estimate for the Morrison project was completed by Geosim Services Ltd. and filed.  The estimate was prepared using a cut-off grade of 0.3% Equivalent Copper.  The copper equivalent was calculated using relative recovery and metal prices of $1.78/lb copper, $465/oz gold, and $10/lb molybdenum.  Composited intervals from 98 drill holes representing 22,982 meters of core were used in the block model estimation.  Block size was 20x20x12 meters and grade estimation was carried out by the ordinary kriging using 6 meter downhole drill composites.  Gold grades were capped at 1.5 g/t prior to compositing.

Cautionary Note to U.S. Investors concerning estimates of Measured and Indicated Resources

This section uses the terms “measured” and “indicated resources”.  We advise U.S. investors that while those terms are recognized and required by Canadian regulations, the U.S. Securities and Exchange Commission does not recognize them.  U.S. Investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves.

		Average Grade				Contained Metal
Class	Tonnes	Cu EQ (%)	Cu (%)	Au (g./t)	Mo (%)	Cu (lb) 000,000’s	Au(oz) 000’s	Mo(lb) 000’s
Measured	96,516	0.47	0.40	0.20	0.004	851.13	614.4	8,511
Indicated	110,353	0.46	0.39	0.20	0.005	936.66	691.8	12,164
Total Measured/ Indicated	206,869	0.46	0.39	0.20	0.005	1,787.78	1,306.3	20,676

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Cautionary Note to U.S. Investors concerning estimates of Inferred Resources

This section uses the term “inferred resources”.  We advise U.S. investors that while this term is recognized and required by Canadian regulations, the U.S. Securities and Exchange Commission does not recognize it.  “Inferred resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility.  It cannot be assumed that all or any part of an Inferred Mineral Resource will ever be upgraded to a higher category.  Under Canadian rules estimates of Inferred Mineral Resources may not form the basis of feasibility or other economic studies.  U.S. investors are cautioned not to assume that part or all of an inferred resource exists, or is economically or legally mineable.

		Average Grade				Contained Metal
Class	Tonnes	Cu EQ (%)	Cu (%)	Au (g./t)	Mo (%)	Cu (lb) 000,000’s	Au (oz) 000’s	Mo (lb) 000’s
Inferred	56,524	0.47	0.40	0.21	0.005	494.72	374.4	6,231

Sample Protocols

All project samples are covered under a quality control program which commenced in the Phase II program beginning with drill hole Mo-00-17.  There was no systematic quality control program implemented for samples from the first 16 drill hole samples.

All drill core is delivered to the core shack by the diamond drillers at the end of each shift.  The core shack is a permanent, insulated and locking structure.  All drill core is photographed prior to any disruption by geologists and geotechnicians before logging.  Detailed core logs are compiled in 3.05 meter intervals.  All core is split with a diamond saw into two halves.  The first half is packaged and bagged and tagged in plastic bags for shipment to the laboratory, and the second half is replaced in the core box for reference and storage in the core shack.

Samples are organized into 20-sample batches with inclusion of quality control samples into the sample sequence of each batch.  The suite of 17 core samples in the batch are complemented with one Booker Standard prepared by CDN Resource Laboratories of Delta, B.C., one Blank Standard from barren Morrison drill core, and one certified reference standard from Rocklabs Ltd. in Auckland, New Zealand in every second sample batch.  One sample in the batch is prepared as a duplicate.  The sample batches are transported by Company personnel to a shipping point where they are carried by private trucking company to independent certified assay laboratories.  Check assays are submitted to a separate independent assay laboratory.

All of the Company’s work on the property is supervised by a Qualified Person as defined under National Instrument 43-101 in Canada.  National Instrument 43-101 is a set of rules developed and administered by the Canadian securities regulators to govern how Canadian resource companies handle and disclose technical information regarding their mineral project operations to the general public.  It requires all disclosure be based on advice by a “Qualified Person”, which is defined as an individual that is an engineer or geoscientist with at least 5 years of experience in mineral exploration, mine development or operation or mineral project assessment; has experience relevant to the mineral project and technical report; and is a member in good standing of a relevant professional association.

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Fiscal 2008 Work

Work on the full Feasibility Study and the environmental assessment continued during Fiscal 2008.  The environmental assessment will be used to apply for a mining permit for the construction, operation and maintenance, and decommissioning and reclamation of an open-pit mine on the property.  On January 18, 2008, a Section 11 Order under the BC Environmental Assessment Act was issued to the Company, which permits the Company to conduct a formal environmental assessment in support of the Morrison Project Permit to construct application.

A Geotechnical and Hydrogeology Drill program was completed, as 15 geotechnical and 16 water monitoring holes were drilled in the proposed impoundment area, the open pit, and the plant site.  This concluded the fieldwork, although environmental monitoring continued.

Wardrop Engineering completed a Trade-off Study to evaluate the application of High Pressure Grinding Rolls (“HGPR”) as an alternative technology to the conventional semi-autogenous milling process for the project.  The results of the Study indicate the application of HPGR would result in significant operating costs savings amounting to more than 23%, including the reduction of power of 3.67 megawatts, or $0.08/t, and reduction of consumables of $0.59/t.  As a result, HGPR was incorporated into the project design.

Floatation and grinding testwork was completed by SGS Canada.  The testing recoveries were Copper of 84.4%, Molybdenum of 79%, Gold of 59.4%, and Silver of 55.6%, with a concentrate grade of 25.1%.

For the fiscal year ended January 31, 2008, the Company incurred $3,346,755 in expenditures on the Morrison property.

Fiscal 2009 Work

Work on the full Feasibility Study and the environmental assessment continued during Fiscal 2009 and was completed early in Fiscal 2010.  Nilsson Mine Services finalized the mine plan based on the four year trailing average metal prices of Copper $2.75, Gold $658.32 and Molybdenum $29.23, resource reserves, haulage costs, and pit optimization.  As a result of the increase in the mineable reserve, the plan for disposal of Waste Rock (PAG/NAG) was revised.  Also required was a Geotechnical, Hydrogeology and Condemnation Drill program; and test-pitting program, including : the drilling of four geotechnical and six water monitoring drill holes in the proposed plant site, waste storage and low grade ore stockpile areas; one condemnation drill hole in the plant site area; seven test-pits for soil characterization in the open pit area; and fourteen test-pits in the proposed plant site, waste rock storage, low grade ore stock pile, and over-burden storage areas; and an update of the Capital and Operating costs.

Updated Project Description was completed and submitted to British Columbia Environmental Assessment Office in September 2008.  During the fiscal year, meetings and communication with key government people and agencies (including Hon. Gordon Hogg, Minister of State for Mining (MEMPR); John Cavanagh, Assistant Deputy Minister (EAO, MEMPR) and Robin Junger, Associate Deputy Minister Environment) continued.

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In November 2008, the Company and the Lake Babine Nation (“LBN”) signed a Capacity Funding agreement for the LBN to participate in the Environmental Assessment and for community engagement.  In December 2008, in response to an unexpected and allegedly defamatory press release issued by Chief Betty Patrick on October 14, 2008, the Company filed a Statement of Claim against the Lake Babine Nation (“LBN”).  The Company requested a public retraction of the press release but no response was received from the LBN.  In October 2009, in the spirit of cooperation and in consideration of the election of a new Chief and Council, the Company discontinued the legal proceedings.  The Company provided the LBN with capacity funding to enable effective consultations in the environmental assessment process, as well as for developing a communications protocol.

For the fiscal year ended January 31, 2009, the Company incurred $4,813,818 in expenditures on the Morrison property.

Fiscal 2010 Work

Work on the full Feasibility Study was completed and the environmental assessment work continued during Fiscal 2010 and continued into Fiscal 2011.  The Feasibility Study was completed by Wardrop Engineering Ltd., a Tetra Tech Company, on March 12, 2009.  The study describes the scope, design features and financial viability of a conventional open pit mine with a 30,000 tonnes per day mill.

The total mineable reserves from the Feasibility Study are given below:

Category	Tonnes	Cu %	Au (g/t)	Mo (%)
Proven	115,121,000	0.355	0.173	0.004
Probable	109,130,000	0.304	0.152	0.004
Total Proven and Probable	224,241,000	0.330	0.163	0.004

Cut-off grade was determined by combining mining, processing, disposal and overhead costs of the ore, as well as the Net Smelter Return ("NSR") from the concentrate produced.  Estimates used include Operating Costs of CDN$8.15 per tonne milled over the life of the mine, and the overburden and waste total is 184.12 Mt for a strip ratio of 0.82:1.  NSR cut-off-value is $CDN5.60/t, based upon the geo-spatial location of the ore within the mine design.  The cut-off grade is determined when the cost of processing a block as ore equals the cost of handling the block as waste.

Metal prices used in the study were a four year trailing average (as of January 12, 2009) of $2.75/lb Copper, $658.32/oz Gold, and $29.23/lb Molybdenum, at an exchange rate of US$0.87.  Metallurgical test-work to date has reported silver present in the concentrate, but silver was not included in the financial analysis.  Recovered metal is estimated at 1.37 billion lb Cu, 658,090 oz Au and 10.05 million lb Mo. Metal recoveries are estimated at 84% Cu, 56% Au, and 50% Mo.  Mine life is estimated to be 21 years, and capital costs are estimated at CDN$516.68 million (including a CDN$59.92 million contingency allocation).  Pre-Income Tax Internal Rate of Return (IRR) of 20.05%, based on Net Present Value (NPV) at 8.0% discount rate is CDN$495.9M; and the Payback period on capital is 4.2 years.  A copy of the Feasibility Study was filed on EDGAR under Form 6-K on April 23, 2009.

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With the receipt of the positive Feasibility Study, the Company focused its efforts on permitting issues for the planned development of the Morrison project.  On May 22, 2009, the British Columbia Environmental Assessment Office ("BCEAO") issued the Final Terms of Reference for an Environmental Assessment Certificate application.  An Application for an Environmental Assessment Certificate was submitted by the Company to the BCEAO on September 28, 2009. The Application was evaluated to determine if the Application addressed all the items in the Application Terms of Reference.  On October 27, 2009, the EAO issued a letter to the Company accompanied by a list of deficiencies in the Application itemized in a Screening Evaluation Table which identified information or clarification requests to be addressed by the Company for the Application to progress to the Review stage.  In addition, the Company submitted Licenses and Permits, including Mining Lease (MEMPR), Crown Lease for mineral tenure 520519 (tailings storage facility) (ILMB), Statutory Right-of-Way Crown Land Tenure for a transmission line (ILMB), Occupant License to Cut for the mine site (MOFR), Special Use Permit (MOFR), Road Permits and Road Use Agreements (MOFR),and Forest License to Cut for the transmission line (MOFR), for Concurrent Review with the Application for an Environmental Assessment Certificate.

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

For the fiscal year ended January 31, 2010, the Company incurred $3,182,035 in expenditures on the Morrison property.

Fiscal 2011 Work

Work to support the environmental assessments continued during Fiscal 2011.

From January to March 2010, the Company completed a drill program around the perimeter of the proposed open pit in order to better characterize the Acid Rock Drainage and Metal Leaching ("ML-ARD") potential of waste rock and pit walls.  The hydraulic conductivity of the rock and faults was also tested and the geotechnical characteristics of the rock observed.  Results from the drilling indicated that waste rock and pit walls contain less pyrite than had been predicted in preliminary assessments.

In May 2010, an Addendum to address the deficiencies in the EAC Application was submitted to the BCEAO and accepted for Review in July.  The BCEAO informed the Company that it had met the requirements of the Section 11 Order with respect to both public and First Nations Consultation and was satisfied with the Consultation Plans proposed by the Company for the Application Review period.

In October and November 2010, the Company responded to the comments and issues raised by the reviewers of the Application and submitted its responses in the Review Response Report.

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In December 2010, the Company met with BCEAO, and Canadian Environmental Assessment Agency (“CEAA”) to discuss reviews of tracking tables (this table tracks the comments and responses to the comments raised during the review process), the Table of Commitments and the BCEAO draft Assessment Report.  BCEAO requested that the Company consider changes to the project design, mainly dealing with changes to the closure phase of the project and water management.  The changes were intended to significantly reduce the risk of long term residual and cumulative effects and in the potential magnitude of effects associated with the operating and closure plan.

As per the Project Terms of Reference and Canadian legislation, the Company must devise a Fish Habitat Compensation Plan ("FHCP") to replace fish-bearing and aquatic habitat that will be lost as a result of the Project.  In general, new habitat is required to replace lost habitat at a 2:1 ratio, however the submitted FHCP provides new habitat at a 3:1 ratio.  The Company submitted a FHCP to DFO and EAO on December 8, 2010.

The Lake Babine Nation (“LBN”) completed a Salmon Spawning Survey in October/November 2010.

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

The Morrison Copper/Gold Project has been identified as a major natural resource project.  The federal Major Projects Management Office ("MPMO") will track and monitor the progress of the Project through the federal EA and ensure service standards and timelines are met.  On May 10, 2010, MPMO completed the Project Agreement and posted the document on their website: (http://www.mpmo.gc.ca/project-projet/morrison-eng.php).  The Agreement describes the federal review process and outlines the key roles, responsibilities and service standards required of the Proponent and federal agencies.  The federal review includes environmental assessment, regulatory reviews, aboriginal engagement and consultation activities.  Federal agencies signatory to the Agreement include: Canadian Environmental Assessment Agency, Natural Resources Canada, Fisheries and Oceans Canada, Environment Canada, Transport Canada and Indian and Northern Affairs Canada.

For the fiscal year ended January 31, 2011, the Company incurred $1,876,149 in expenditures on the Morrison property.

Fiscal 2012 Work

As a result of the December 16, 2010 meeting with the BC Environmental Assessment Office (EAO), and Canadian Environmental Assessment Agency (“CEAA”) the Company proceeded with incorporating the changes into a conceptual design, which was subsequently discussed with the EAO and other reviewers in January and February 2011.  Feedback from these meetings was used prepare a Review Response Report which was submitted to the EAO on March 30, 2011.  The Company also submitted an Application Information Key (“AIK”) identifying the order of precedence by identifying the more current documents that take precedence over prior documents.

EDI Environmental Inc., with participation of the Lake Babine Nation, completed a Moose and Mule Deer winter survey in January 2011 to determine habitat use within the Project area during a typical winter.

As a result of comments received from the Department of Fisheries and Oceans (DFO), Canada, the Company submitted an updated Fish Habitat Compensation Plan (FHCP) to DFO and EAO on March 23, 2011.

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Further comments were received from the EAO on April 15, 2011 that dealt mainly with the segregation of waste rock.  The Company expanded on the waste segregation plan and submitted this plan to the EAO and CEAA for review on April 26, 2011.  Additional comments from the Federal agencies, Environment Canada and Natural Resources Canada were then received on May 25, 2011.

Considering all the comments received as well as additional data acquired from field work during spring break-up, the Review Response Report Rev. 2 ("RRR Rev. 2") was submitted to the EAO on July 4, 2011 and that the Review period resumed on July 18, 2011

In August 2011, the Company responded to additional questions and provided clarification on commitments coming from the RRR Rev. 2.

In September 2011, the EAO issued copies of their draft Environmental Assessment Report to the Working Group for review.  Subsequent to receiving comments from the Working Group, the EAO determined that it could not come to a conclusion regarding the significance of Project effects.  The EAO, therefore, sought a 3rd party assessment of the Project effects to confirm and inform them.

In September 2011, the Company collected additional baseline and freshet data.  Baseline data was collected for Streams 7, 8 and 10, Morrison Lake, Nakinilerak Lake and leach barrels for ML/ARD.  An additional salmon spawning study was in process with Lake Babine Nation performing the study.

On November 13, 2011 Robertson Geoconsultants Inc. (RGC) submitted the 3rd party review on Hydrogeology and Water Quality.  They concluded that no additional field work was required and that the scope of hydrogeological site characterization work completed to date may exceed baseline data collected for Environmental Assessment Certificate applications of other mining Projects in B.C.  They also concluded that any uncertainties could be addressed by way of sensitivity analysis.

On November 21, 2011 Solander Ecological Research Ltd. submitted the 3rd party review of the Aquatic Resources and Fisheries.  They concluded that if the proponent is able to demonstrate with reasonable confidence that seepage and effluent discharges will not exceed BC Water Quality Guidelines (BCWQGs), then only minimal fisheries work appears to be required for the Environmental Assessment, although additional work may be required for permitting.

Note: The 3rd Party Aquatic Effects review focused to a large degree on the requirements for potential technical studies if the water quality modeling indicated the potential for significant adverse effects on Morrison Lake.

On December 16, 2011 the Company met with the EAO, the CEAA, RGC and the Company consultants Klohn Crippen Berger Ltd. and Minesite Drainage Assessment Group to review the scope of work to address the recommendations made in the 3rd party review reports.

On December 21, 2011, the EAO requested that the Company commit to lining the TSF with a geomembrane or equivalent with a permeability of 10-10(m/s).  The Company committed to lining the TSF with an engineered soil barrier and/or geo-membrane with an average permeability of 10-9m/s to limit seepage to the receiving streams and Morrison lakebed to meet water quality objectives that are protective of salmon spawning habitat and stream aquatic habitat.  The water quality objectives would be developed to the satisfaction of the Permitting agencies.

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On January 31, 2012, the Company submitted the 3rd Party Review Response Report, which incorporated the scope of work agreed to in the December 16, 2011 meeting.  The Report was directed towards hydrogeology, water balance, geochemistry and aquatic habitat with respect to the potential for significant adverse effects on Morrison Lake; adaptive management plans that would be further developed in the detail design and permitting stage to ensure that operations will be managed to mitigate potential effects; and additional commitments to include physical lake behavior, fish populations and distribution, spawning surveys, and salmon escapement.  The report also included Preliminary Proposed Water Quality Objectives (PPWQOs) to be used primarily for emergent groundwater that may surface in the Tailings Storage Facility receiving streams and the Morrison lakebed.

The 3rd Party Review Response Report was provided to RGC and the Ministry of Environment for review.  In addition, the EAO commissioned Dr. Laval of the University of British Columbia (UBC) to review the results of the Lake Effects section of the 3rd Party Review Response Report completed by Dr. Lawrence of UBC.

The result of the review of the 3rd Party Review Response Report was a request by EAO to provide Tailings Storage Facility (TSF) seepage estimates for a full geo-membrane liner.  In addition, the EAO commented that BCWQG are the objectives that Company should be striving to achieve, and that is the EAO’s strong first preference.

Fiscal 2013 Work

On March 19, 2012, the Company announced that it had published a Notice for an Application for a Mining Lease, as required under Section 42(1)(c) of the Mineral Tenure Act.  The mineral claims subject to the mining lease application are Tenure Numbers 625123, 625143, 625183, surveyed by Mark McGladrey, BCLS, whose field notes and plans have been approved by the Surveyor General.

On April 27, 2012, the Company submitted a 3rd Party Review Response Report - Addendum 1, which provided the results of lining the TSF with a geo-membrane liner; leakage through the geo-membrane liner, geo-chemical loading in streams and emerging groundwater and Morrison Lake effects.

As a result of the Company' responses to the 3rd Party Review, the Company received a revised draft copy of the EAO’s Assessment Report.  The Company completed a review of the draft assessment report and provided comments to the EAO for consideration and prepared an updated Project Description, Key Commitments (Conditions) List and Tracking Tables to accompany the EAO’s Assessment Report.

On July 9, 2012, the Company provided comments to the Canadian Environmental Assessment Agency (CEAA) on a draft Comprehensive Study Report (“CSR”).

On July 23, 2012, the Company announced that it was in receipt of a Memorandum of Understanding (MOU) with the Lake Babine Nation.

In August 2012, the Company was informed by the BCEAO that the timing for referral to the Minister of Environment, and the Minister of Energy and Mines would take place on August 20, 2012.  On August 13, 2012, the Company submitted its’ final response to the BCEAO with respect to the Environmental Assessment Application.

The referral documents, consisting of the Final Environmental Assessment Report (Schedule A, Certified Project Description and Schedule B, Table of Conditions) and the Environmental Assessment Certificate #M12-01 (to be signed by the Ministers), were submitted to the Ministers on August 21, 2012.  The Company received a copy of the referral documents on August 27, 2012.

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On August 29th, the Company announced that the BCEAO had completed the Review Stage of the Morrison Copper/Gold Project and submitted their referral documents to the Minister of Energy and Mines and the Minister of Environment.

On August 30, 2012, the Canadian Environmental Assessment Agency (“CEAA”) informed the Company that CEAA had received feedback from the federal departments on the draft Comprehensive Study Report (“CSR”) and was planning to have a second draft prepared for the Company's comments during the week of September 4, 2012.

On October 1, 2012, the Minister of Energy, Mines and Natural Gas, and the Minister of Environment had decided to refuse to issue an EA certificate for the Project as proposed.

On October 30, 2012, the Company was advised by the CEAA that due to the refusal of the BC Environmental Assessment Certificate, CEAA was requesting additional information regarding whether and how the Company intends to redesign the Morrison Copper/Gold Project to address the concerns identified.

On October 31, 2012, the Company responded to the Ministry of Environment rejection of the Company’s Application for an Environmental Assessment Certificate addressing the factors that were considered by the Ministers in reaching their decision, (as per the e-mail from the Minister of Environment received October 1, 2012) and emailed to the appropriate ministers and posted on the Company’s website.

Between the November 1^st and the end of the fiscal year, the Company provided various updates and information in regards to the Environmental Assessment process and decision.

On November 8th, the Company clarified information in regards to the Salmon population in Morrison Lake, stating that the Morrison Copper/Gold Project is not located within the Skeena River headwaters.

On November 20th, the Company released information on the plan to line the Tailings Storage Facility.

On November 22nd, the Company commented on the Ministry of Energy and Mines (“MEM”) expressed concerns with respect to the Company’s compliance with the Provincial Metal Leaching/Acid Rock Drainage (“ML/ARD”) Policy.

On November 28th, the Company provided information on the effects of the project on the Morrison Lake Water Quality

On December 6th, the Company released information on the amount of data collected to support the Company’s understanding of Morrison Lake Water.

On December 10th, the Company provided the information that the Morrison Lake Sockeye Salmon stock was historically enhanced by the Babine Salmon Hatchery which operated from 1907 to 1936.

On December 12th, the Company released information on the dilution capacity of the Morrison Lake.

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On December 19th, the Company released information on the conclusions of the Canadian Environmental Assessment Agency on the Morrison project.  The BCEAO Executive Director’s report stated the position of the Federal Agencies.  It summarized that “CEAA considers that the issues examined by its agencies have been addressed through project design, mitigation measures and other commitments agreed to by the Proponent.  CEAA has produced a draft Comprehensive Study Report that concludes that the proposed Project is not likely to cause significant adverse environmental effects.”  The CEAA draft Comprehensive Study Report, September 2012, concluded that: “The environmental effects of the Project have been determined using assessment methods and analytical tools that reflect the current best practices of impact assessment practitioners.  As a result of incremental changes to the project design and additional mitigation measures and commitments applied to the Project throughout the comprehensive study process, the Agency concludes that the proposed project can be constructed, operated, maintained, and decommissioned without significant adverse effects, including consideration of cumulative effects.  No significant adverse biological, physical, or human health effects are predicted.  Any residual effects are predicted to be of low magnitude, moderate duration, localized in geographic extent, and reversible over the long term following decommissioning. Taking into account the above, including proposed mitigation measures and proponent commitments; the Agency concludes that the Project is not likely to cause significant adverse environmental effects.”

On January 9, 2013, the Company released some information on the extent of work completed during the Morrison Copper/Gold Project Environmental Assessment period.

On January 16th, the Company repeated the 2009 Feasibility Study Results.  The mineral reserve estimates have been prepared and classified in accordance with CIM Classification established under National Instrument 43-101 of the Canadian Securities Administrators.  The reserve estimate takes into consideration all geologic, mining, milling and economic factors and is stated according to Canadian Standards (NI 43-101).  Under US standards, no reserve declaration is possible until financing and permits are acquired.

Fiscal 2014 Work

On February 6, 2013, the Company released information to the public on the economic effects of the Morrison Copper/Gold Project.

On February 13th, the Company announced that it had retained John J.L. Hunter, Q.C. of Hunter Litigation Chambers Law Corporation to advance litigation against the Province of British Columbia in connection with the refusal of the Government to issue an Environmental Assessment Certificate for the Morrison Copper/Gold Mine Project.  On April 4^th, John J.L. Hunter filed a petition with the Supreme Court of British Columbia on behalf of Pacific Booker Minerals Inc. to set aside the decision in late September 2012 of the Minister of the Environment and the Minister of Energy, Mines, and Natural Gas to deny Pacific Booker Mineral Inc.’s application for an Environmental Assessment Certificate pursuant to the Environmental Assessment Act, SBC 2002, c 43 in connection with the Company’s proposal to construct and operate an open pit copper/gold mine (the Morrison Copper/Gold Project) near Morrison Lake in north-central British Columbia.  The petition is seeking the following relief:  a.) an order in the nature of certiorari quashing and setting aside the decision made in late September 2012 of the Minister of the Environment and the Minister of Energy, Mines, and Natural Gas to deny Pacific Booker’s application for an Environmental Assessment Certificate in connection with the Company’s proposal to construct and operate an open pit copper/gold mine near Morrison Lake in north-central British Columbia; b.) an order remitting the Company’s application for a Certificate to the Ministers for reconsideration with directions from the Court; c.) costs; and d.) such further and other relief as this Court considers just and appropriate.

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In March 2013, the Company, through its counsel at Hunter Litigation Chambers, filed two separate requests to the Environmental Assessment Office (“EAO”), the Ministry of the Environment (“MOE”) and the Ministry of Energy, Mines, and Natural Gas (“MEM”) to access records under the Freedom of Information and Protection of Privacy Act.  The purpose of these requests was to obtain further information regarding the government's decision to deny Pacific Booker's application for an Environmental Assessment Certificate in connection with the proposed Morrison Copper/Gold Mine.  The first request was for a copy of a report containing the recommendations of the Executive Director of the EAO, as submitted by the EAO to the MOE and the MEM on or about August 21, 2012 (as well as any subsequent or revised versions of the Recommendations).  The EAO provided a copy of the August 21, 2012 Executive Director's Recommendations as per the request.  In contrast, the MOE responded to the first request on April 8, 2013 and advised that no records were located in response to the request.  Pacific Booker's second freedom of information request was for: (1) all documents submitted by the EAO to the MOE and/or the MEM between August 1, 2012 and October 1, 2012; and (2) all documents relating to the denial of Pacific Booker’s application for an environmental assessment certificate.  On April 9, 2013, the MOE again advised the Company that no records were located in response to the request.

On April 18, 2013, the Information Access Operations of the provincial government sent a letter to Pacific Booker, through its legal counsel, which provided clarification regarding the Ministry of the Environment's (“MOE”) April 8 and April 9, 2013 responses to the Company's freedom of information requests.  As described in further detail in the news release issued by Pacific Booker on April 17, 2013, the MOE's April 8 and April 9, 2013 responses had stated the MOE had no records responsive to the Company's freedom of information requests.  The government's letter clarified the MOE's previous responses, as follows:  "This correspondence confirms that, for the purposes of [the Freedom of Information and Protection of Privacy Act], the Environmental Assessment Office is not considered a distinct public body separate from the Ministry of Environment.  That is to say, the file prefixes EAO and MOE are used for administrative purposes only.  While our correspondence on files MOE-2013-00069 and MOE-2013-00078 advised you that the Ministry of Environment had not located responsive records, it would have been more accurate to advise you that the records in the custody or control of the Environmental Assessment Office would include those sent to and received from the Minister’s Office and would continue to be processed under files EAO-2013-00014 and EAO-2013-00016."

On May 1, 2013, the Company announced that it had received a request made to Hunter Litigation Chambers by the Ministry of Justice for a period of time to respond to the petition.

On August 7, 2013, the Company was in British Columbia Supreme Court challenging a decision announced by the provincial government on October 1, 2012 to turn down its proposed Morrison Copper/Gold Mine.  The Company stated that it believes the government erred in overlooking conclusions in their own 206-page comprehensive assessment report dated August 21, 2012.  That report stated that, based upon successful implementation of mitigation measures and legally-binding conditions, the Environmental Assessment Office “is satisfied that the proposed Project is not likely to have significant adverse effects.”  The comprehensive assessment report also concluded that the First Nations consultation process was “carried out in good faith,” was “appropriate and reasonable in the circumstances,” and was sufficient to “maintain the honour of the Crown.”  The Executive Director of the Environmental Assessment Office rejected the conclusions of his office's comprehensive assessment report and recommended that the Morrison Copper/Gold Mine not be approved.  

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The Executive Director's recommendation was based in part on a new “risk versus benefit” test introduced after the assessment report was completed, and which the Company was not given any opportunity to address.  This test was not included in the Terms of Reference established for the environmental assessment, was not applied previously to other projects and has not been consistently applied since the negative decision regarding the Morrison Copper/Gold Mine project.  The Company believed this fails to meet the requirements of procedural fairness.

The Company announced on August 14, 2013, that the hearing in the British Columbia Supreme Court before Justice Kenneth Affleck, Q.C. had lasted two and a half days.  During the hearing, oral submissions were made by lawyers for the Company, for the Government, for the Lake Babine Nation, and for the Hereditary Chiefs of the Gitxsan Nation.  The Company is seeking an order setting aside the government's decision and remitting it back to the government for reconsideration.  At the conclusion of the hearing, Justice Affleck reserved judgment.

On August 26, 2013, the Company announced receipt of a memorandum, prepared by Klohn Crippen Berger Ltd., on geomembrane lined tailings storage facilities.  The memorandum provides a summary of geomembrane lined tailings storage facilities and lists a number of projects where liners are used and where liners are incorporated into the design phase.  The memorandum suggests (at least) a thousand years as the potential life of a liner that is buried below tailings (maintains a near constant moderate temperature).

On October 3, 2013, the Company clarified the bonding requirements for the Morrison Copper/Gold project.  The BC Mines Act and the Health, Safety and Reclamation Code for Mines in BC require mining operations to carry out a program of environmental protection and reclamation to ensure that land, watercourses and cultural heritage resources will be returned to a safe and environmentally sound state and to an acceptable end land use upon termination of mining.  The Chief Inspector of Mines has the ultimate legislative authority for all issues pertaining to the Mines Act and the Health, Safety and Reclamation Code.  The amount of the bond is progressive over the life of the mine as the disturbance area increases.  This bond is held until the Chief Inspector of Mines is satisfied that all reclamation requirements for the operation have been fulfilled.

On December 9, 2013, the Company announced that the British Columbia Supreme Court had released the Judgement regarding the Company’s challenge of the decision by the Provincial Government to turn down the proposed Morrison Copper/Gold Mine, announced by the provincial government on October 1st of last year.  The hearing was held before Justice Kenneth Affleck, Q.C. from August 7 to 9, 2013.  Justice Affleck ruled that: “The petitioner is entitled to a declaration that the executive director’s referral of the application for a certificate to the ministers and the ministers’ decision refusing to issue the certificate failed to comport with the requirements of procedural fairness.  There will be an order in the nature of certiorari quashing and setting aside the ministers’ decision and an order remitting the petitioner’s application for a certificate to the ministers for reconsideration.  The petitioner is entitled to costs.”

In his decision, Justice Affleck found the administrative process which was followed, including the decision of the previous Minister of Environment and the previous Minister of Energy & Mines, “failed to comport with the requirements of procedural fairness”.  In reaching this conclusion, Justice Affleck rejected arguments by the government’s lawyer that common law rules of procedural fairness do not apply to the environmental assessment process.  The Court ordered that the Ministers’ decision be quashed and set aside, and ordered that the Company’s application for an environmental certificate be remitted to the current Ministers for reconsideration.  This time, the Company and interveners will be entitled to be provided with a copy of the recommendations, if any, sent to the Ministers and will be entitled to provide written response to the recommendations in advance of a further decision.

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On July 18, 2013, the Company received an envelope in the mail containing what appears to be an August 13, 2012 draft of the Recommendations of the Executive Director of the Environmental Assessment Office in respect of Pacific Booker's application for an Environmental Assessment Certificate for the Morrison Copper/Gold Mine.  The Company had not previously seen the draft Recommendations and was not aware that this document existed.  This document was submitted to the BC Supreme Court on July 18, 2013 as Affidavit #4 of Erik A. Tornquist.

On December 19, 2013, the Company announced that the Court Transcript related to Company’s challenge of the decision by the Provincial Government to turn down the proposed Morrison Copper/Gold Mine, is available on the Company’s website.  The decision document is available online at the British Columbia court’s website.

On January 13, 2014, the Company announced that the 30 day period for the BC Government to challenge the December 9, 2013 BC Supreme Court decision had ended without challenge from the BC Government.  The application will be remitted to the current Ministers for reconsideration.  The Company and the interveners will be entitled to be provided with a copy of the recommendations, if any, sent to the Ministers and will be entitled to provide a written response to the recommendations in advance of a further decision.

Fiscal 2015 Work

On March 12^, 2014, the Company announced that it had submitted a response to the letter from the Associate Deputy Minister and Executive Director of the BC Environmental Assessment Office, Doug Caul, dated January 24, 2014, regarding the opportunity for Pacific Booker to respond to the updated version of the September 20, 2012 Recommendations of the Executive Director report in regards to the Company’s application for an Environmental Assessment Certificate.

At the request of the Company, Klohn Crippen Berger (“KCB”) prepared a report that clarifies the remaining concerns of the EAO regarding the Morrison Copper/Gold Project.  This information should allow the EAO and the Ministers to make an informed decision with respect to supporting the EAO Conclusion that “EAO is satisfied that the Assessment process has adequately identified and addressed the potential adverse environmental, economic, social, heritage and health effects of the proposed Project, having regard to the successful implementation of the conditions and the mitigation measures set out in Schedule B to the draft EA Certificate”.

The EAO’s January 24, 2014 letter outlines the key conclusions of the December 9, 2013 decision of the British Columbia Supreme Court in Pacific Booker Minerals Inc. v. British Columbia (Environment), 2013 BCSC 2258.  The important elements that apply to the Company in addressing the concerns underlying the negative recommendation include:

·

The rejection “failed to comport with the requirements of procedural fairness”;

·

Pacific Booker should not have been prevented from “learning at least the substance of the recommendations”;

·

Stipulated that: On the reconsideration, Pacific Booker and the interveners will be entitled to be provided with the Executive Director’s recommendations, if any, to the Ministers, and will be entitled to provide a written response to the recommendations.

The EAO letter also outlines the substance of the key concerns underlying the negative recommendation, which are summarized as follows:

1.

“The project design provides for end-stage mitigation rather than up-front prevention of metal leaching and acid rock drainage.”

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2.

“The project design is based on the unproven assumption that effluent to be discharged directly into Morrison Lake would be diffused by the behaviour of the Lake.”

3.

“Provincial technical reviewers expressed significant concerns about whether the proposed measure (geomembrane liner of the 5 km2) would work as modeled.”

4.

“The project has the potential to result in significant long-term financial and environmental liabilities”.  These aspects relate to the size of the reclamation bond and the proximity to valued fish resources.

5.

“The project was opposed by Gitxsan and Gitanyow Nations and Lake Babine Nation”.

Furthermore, the Company recognizes that “the Executive Director was of the view that the Company should consider feasible design alternatives for its proposed mine”.  It is the Company’s interpretation of this comment that the substance of this view is associated with the design alternative of placing potentially acid generating mine rock into the tailings storage facility (TSF) as opposed to infilling the open pit on mine closure.

In addition, the economic effects on the Province was raised as a concern as part of the Executive Director’s recommendations.

KCB believes that the Project design is protective of the environment and clarification of the rationale and the potential for environmental effects are presented within the report.  To further support the assessment, three Technical Expert Opinions are included for lake modeling of water quality predictions, aquatic effects and geomembrane liners.

On March 28th, the Company was advised by letter from Associate Deputy Minister and Executive Director of the BCEAO, Doug Caul that a two-week extension (to April 25, 2014) to the deadline for the members of the Working Group to submit their responses to the response prepared by Klohn Crippen Berger and the Company.  The Company was also advised that following receipt by EAO, any responses from the Working Group will be provided to the Company and the Company would have 20 days from the receipt of those comments to reply.

On or about April 25th, the responses received from the Working Group were posted on the Project Information website.

On April 29th, the Company was advised by letter that the second phase of the reconsideration process was complete.  The Company was given until May 20, 2014 to provide a reply to any new comments or evidence by the Aboriginal groups and the Working Group and that following receipt of the reply that all parties would be contacted and provided with a outline of the process and procedure for referral to the Honourable Mary Polak, Minister of Environment and the Honourable Bill Bennett, Minister of Energy and Mines.

On May 20th, the Company requested a 3 day extension (to May 23rd) to the submission date.

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On May 23rd, the Company submitted it’s response to the Working Group comments received on April 29, 2014.  The letter from the Company states “our technical response is contained in the enclosed report prepared by KCB with support from a number of Technical Experts.  This letter will provide more general comments on the process to date and the relevant questions for your consideration.”  It also states that “the Morrison Copper/Gold Project is located in a resource development area (not a protected area) within the Morice Land and Resource Management Plan, a component of British Columbia's land use strategy and signed by the BC Government in May 2007, which supports economic activities such as mining and forestry.  It clearly states that mining is an encouraged economic activity in the region.  Also, the Lake Babine Nation's 5-year Economic Development Plan, March 2012, supports mining within its' Traditional Territory.”  The letter also commented that “The consistent theme is that the reviewers seem to want absolute certainty on all environmental matters before a Certificate can be issued.  This represents a misunderstanding of the environmental assessment process and should not be allowed to influence your recommendation to the Ministers” and “many of the reviewers have taken the position that there are "uncertainties" that should lead to the denial of the Certificate.  Very few things in life are absolutely certain, and decisions of this nature cannot be made on the basis of certainty but rather on the best independent scientific evidence of likelihood and consequence.”  The EAO Assessment Report demonstrates that the Company's mitigation plan is sound and that there are no significant adverse effects.  None of the comments by the current reviewers provide any new information to contradict this finding.  PBM's Application was prepared by Qualified Professionals and the Company wishes to express a concern that some reviewers of PBM's submission to the September 2012 Reasons and Recommendation of the Executive Director may not be impartial reviewers, may not have reviewed all available documents and may not have exercised due care and attention in reviewing documents.

The Morrison Copper/Gold Mine as proposed would bring significant economic benefits including employment during construction and operation.  PBM believes that it has accommodated all of the concerns of the Ministry of Energy & Mines, Ministry of the Environment and First Nations and proposes a project that uses unprecedented measures to be protective of the environment.  PBM will construct and operate the Morrison mine in compliance with industry best practices, using proven technology and in full compliance with all permit requirements.

The letter accompanying the technical response, prepared by KCB states “The document continues to support our opinion that the Project will not have a risk of significant adverse environmental effects and addresses the main items of concern identified by reviewers of the Morrison Copper/Gold Project EAO Decision Response Document (KCB 2014).  These comments were received from the Working Group members and associated parties.  This report is provided on behalf of Pacific Booker Minerals Inc. who requested the opportunity to respond to the comments received.

On July 16th, the Company announced that PBM had received a letter from the Associate Deputy Minister and Executive Director of the BCEAO, Doug Caul, advising that the Company’s application for the EAC for the Morrison Copper/Gold Mine Project was referred to the Minister of Environment and the Minister of Energy and Mines for reconsideration on July 4, 2014.  The letter stated that the 45 day timeline for a decision by the Ministers, subject to any extensions, will continue to be applied.

On August 19th, the Company announced that the Honourable Mary Polak, Minister of Environment, had suspended the environmental assessment of the Morrison Copper/Gold project pending the outcome of the Independent Expert Engineering Investigation and Review Panel in relation to the tailings dam breach at the Mt. Polley mine, which was announced on August 18th by the Minister of Energy and Mines, the Honourable Bill Bennett.

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Under the BC Environmental Assessment Act (“EAA”), the Minister of Environment can suspend an assessment until the outcome of any investigation, inquiry, hearing or other process that is being conducted by the Government of British Columbia and is material to the assessment.

In November, the Company entered into a consulting agreement with The Progressive Group to provide strategic communications counsel on political and public policy and to provide advice on those matters. The agreement with the Progressive Group ended at the end of February.

The Independent Review Panel Report on the investigation into the cause of the failure of the tailings storage facility (“TSF”) at the Mount Polley Mine was released on January 30, 2015.  One of the seven recommendations in the report was that future permit applications for a TSF should be based on a bankable feasibility study.

On February 11th, the Company announced that it had conducted geotechnical site investigations during 2006 and 2007 on the TSF (Tailings Storage Facility).  The Site investigations included approximately 20 drill holes, 9.5 km of geophysical survey lines and over 15 test pits, along with geotechnical and hydrogeological testing consistent with good practice for a Feasibility Study and environmental application.  In 2009, Klohn Crippen Berger prepared a Geotechnical Feasibility Study design of the tailings storage facility, mine waste rock dump, low grade ore stockpile, and the associated facilities.  The design covered the geotechnical, water management and civil aspects of the works.

Fiscal 2016 Work

On February 26, 2015, the Company announced that it had received a letter from Doug Caul, Associate Deputy Minister, BC Environmental Assessment Office in which he provided PBM an opportunity to provide comments on the Mount Polley Investigation and Report in relation to the Morrison project by March 20, 2015.  He asked that PBM focus their comments on the potential implications of the recommendations of the Report to Morrison and effects relating to its proposed tailings management facility and that it is not necessary to reiterate the submissions made previously regarding the Morrison project.  Mr. Caul advised PBM that he had committed to providing that same opportunity to the Lake Babine Nation, the Gitxsan Treaty Society and the Gitanyow Hereditary Chiefs.  He also stated “any materials provided by them will be forwarded to you, with a short opportunity to respond.  The same opportunity to respond to your submissions will be provided to Lake Babine Nation, the Gitxsan Treaty Society and the Gitanyow Hereditary Chiefs.”

On March 23rd, the Company announced that it had submitted a report to the BCEAO, the Ministry of Energy and Mines and the Ministry of Environment in response to the Mount Polley Independent Technical Review Board Panel Report Recommendations in regards to the Mount Polley Tailing Storage Facility (“TSF”) failure.  The report, prepared by Harvey McLeod of Klohn Crippen Berger Ltd (“KCB”), continues to support KCB’s opinion that the Morrison project has been designed using Best Available Practices and can be safely constructed, operated, and closed to protect the environment.  It also states that the design of the TSF uses Best Available Technologies that are appropriate for the site conditions.  The Company’s letter and the KCB report have been posted on the Company’s website.

On April 17th, the responses from the Lake Babine Nation, the Gitxsan Treaty Society and the Gitanyow Hereditary Chiefs to the March 2015 report from KCB were posted on the BC Government’s e-PIC site.

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On May 8th, the Company submitted a response to the BC Environmental Assessment Office, the Ministry of Environment and the Ministry of Energy and Mines in response to the Aboriginal groups’ comments on both the Mount Polley Independent Technical Review Board Panel Report Recommendations and Pacific Booker’s response to the Report.  The response includes a letter, prepared by Harvey McLeod of Klohn Crippen Berger Ltd., which addresses the points raised in the April 2015 letters from the First Nations.  The letters have been posted on the Company’s website.

On July 8, 2015, the Company announced that the Minister of Environment and the Minister of Energy and Mines made a decision under Section 17(3)(c) of the Environmental Assessment Act regarding the application that the Company has made for an Environmental Assessment Certificate for the proposed Morrison Copper/Gold Project and ordered that the Morrison Project undergo further assessment.

On December 23, 2015, the Company submitted a response document to the July 2015 decision by the Minister of Environment and Minister of Energy and Mines that the Morrison Project undergo further assessment.  The document has been acknowledged as received by Kevin Jardine, Associate Deputy Minister, Environmental Assessment Office.

Fiscal 2017 Work

On February 16, 2016, 3 Pacific Booker Minerals directors and Robin Junger, of McMillan LLP, attended a meeting in Prince George at the request of the Lake Babine Nation.  Dominique Nouvet of the law firm Woodward and Company initiated the meeting arrangements on behalf of the LBN and was in attendance.  The Chief and Councillors spoke from prepared notes as our directors were advised that the LBN’s Chief and Council would not support the Morrison project.

The LBN prepared and released to a newspaper an announcement in advance of the meeting.  On the same day as the meeting, the announcement was posted on the LBN website stating “BC rejected this Mine for good reason in 2012”.  Contrary to that statement is the judgement from BCEAO of no significant adverse effects. PBM has hired professional technical firms who qualifications have been certified and who have stated that this mine can be constructed, operated and decommissioned in an environmentally responsible manner.  That decision by the Ministers has been challenged and rescinded by the BC Supreme Court.  The statement from the Ministers quoted in the news release shows part of the issue with the October 2012 decision.  It notes the “unacceptable environmental risks that would be created by building a mine directly beside Morrison Lake, at the headwaters of the Skeena River”.  Morrison Lake is not located at the headwaters of the Skeena River.  It is located in the Skeena River Watershed, downstream of the headwaters.  The release also comments on “discharge treated mine effluent into the Lake”. The material to be discharged into the lake is treated water.  This release also states that the court case was won because the EAO had recommended that the Ministers reject it without informing PBM of this negative recommendation. On the contrary, the decision was reversed because PBM was not given the chance to challenge the negative assumptions that were used to support the decision.  Until early September 2012, PBM was assured by the EAO reviewers that the information was sufficient, and that the decision should be a positive one.

PBM has also become aware of communications between the deciding Ministers and interested parties during the decision phase of the original review.  These communications were not provided to PBM and may have contained items that were not factual but were accepted as fact. The Company always intended for the Morrison Mine, which is located in a historic mining area, to be operated in a way that will not impact in a negative manner on the surrounding communities.  PBM preferred to hire local workers and use local suppliers during the time of the exploration of the Morrison property, and intended to continue that practice during the construction and operation of the mine.

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On December 15, 2016, the Company announced the posting of a PowerPoint presentation, titled “Misinformation in the 2012 Decision”, on the Company’s website.  The presentation compiles a response to the Recommendation of the Executive Director, (Derek Sturko, Associate Deputy Minister and Executive Director EAO, dated September 20, 2012), detailed on the final two pages of the report. There are misstatements in the recommendation that have been addressed in subsequent responses to the BCEAO, but a concise, plain language response that can be readily understood by any viewer has not previously been presented.

On February 2, 2017, the Company announced the posting of a video on the Company’s website. The video shows the Morrison Project location, the mine site plan (showing the proposed open pit and tailings management facilities and the changes in those items over the anticipated life of the mine), the processing plant and a tour of the main waterways between the project site and the Pacific Ocean.

In May of 2016, the Company restarted the water monitoring on the Morrison Lake in order to obtain the additional information of a full years’ data to report.

Fiscal 2018 Work

On February 2, 2017, the Company posted a video on the company website.  The video shows the Morrison Project location, the mine site plan (showing the proposed open pit and tailings management facilities and the changes in those items over the anticipated life of the mine), the processing plant and a tour of the main waterways between the project site and the Pacific Ocean.  The video is posted at:  http://www.pacificbooker.com/property.htm.

In May 2017, the Company completed and reported on the water monitoring work on the Morrison Lake to provide a full year (May 2016 to May 2017) of consecutive data.  The monitoring program was conducted using temperature loggers to obtain continuous concurrent measurements of Morrison Lake inflow/outflow temperature and lake thermal stratification to determine the lake’s mixing patterns over a year-long timeframe.  In addition to collecting continuous temperature data, profiles were collected regarding specific conductivity, dissolved oxygen (both % saturation and milligrams per litre), pH and temperature.  The data collected during this thermal stratification study will provide information for detailed modelling of diffuser inputs to the lake and supports the stratification assumptions made by Dr. Laval and Dr. Lawrence during their independent environmental affects assessments of the proposed Morrison Lake diffuser.  The report concludes that the Morrison Lake is a typical dimictic lake, with waters that mix from top to bottom during two mixing periods each year, with stratification beginning in the spring, strengthening through the summer and then breaking down through the fall.  Stratification is the natural separation of water in the lake into layers due to the change in water's density with temperature.  The 2016 Morrison Lake Thermal Stratification Study interim report and the Supplement (final) report can be found on the reports page of the Company website at:  http://www.pacificbooker.com/reports.htm.

In April and May, during the BC Election campaign, the Company sent individual emails to 86 Liberal, 80 NDP and 79 Green Party Candidates on 14 days during the campaign and those emails were subsequently sent to approx. 1,000 subscribed individuals in our news list.  The purpose of these “plain language” communications was to give the readers an understanding of our experience during the judgement phases of the Environmental Assessment process and the impact of the decisions made by the Ministers involved.  The emails have been compiled in a pdf file and have been posted on the Company website at: http://www.pacificbooker.com/pdf/2017%20Campaign.pdf.

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The Company has been following the news media coverage of the new provincial government and observing the processes used.  PBM has noted that new individuals have been posted on the EAO Project Information website as Project Lead, Executive Project Director and Compliance & Enforcement Lead.  The updated information is shown at the following link: https://projects.eao.gov.bc.ca/p/588510b4aaecd9001b81467b/project-details

Fiscal 2019 Work

Management continued to communicate with the Members of the BC Legislative Assembly to provide information in support of the Morrison project benefits and in challenge to the misinformation that led to the decision to refuse to grant the EA Certificate in 2012 and the “further information required” decision of 2015.

In February 2018, PBM sent a letter to Premier John Horgan, Andrew Weaver (BC Green party leader), Andrew Wilkinson (BC Liberal party leader) and David Eby (Attorney General) and reminded them of the issues we face and requesting that they address the wrong done by the October 2012 unfair decision to refuse to grant the EAC for the Morrison project.  In April of 2018, we also sent a letter to the same 4 individuals and cc’d the Chief and Council of the LBN, advising the readers of the history of our relationship with the LBN.  PBM received a response from David Eby which expressed the opinion that PBM had been given the opportunity to respond to the “unfavourable recommendations of the Executive Director of the Environmental Assessment Office before the Minister’s decision was made.”  He indicated that as PBM did not seek judicial review of the Minister’s Order of July 7, 2015, the Order remains in effect.  PBM replied to the Attorney General and reminded him that the Environmental Assessment Office (and the Working Group) was not mentioned as part of the reconsideration process in Justice Affleck’s remedy and therefore, PBM does not agree with the statement that “Pacific Booker has since been provided with an opportunity to make representations to the Ministers, as anticipated by Justice Affleck’s decision.”  We also reminded Mr. Eby that when the reconsideration process was completed, the report titled Recommendations of the Executive Director (dated September 20, 2012) was included with the referral documents.  That report should not have been included in the new referral as it was part of the decision that was quashed by the court in December 2013.  PBM concluded the letter to Mr. Eby with the statement: “All we are asking for is a fair and unbiased review.  But with the Order from the previous Ministers still in effect, we have little hope of getting an unbiased review when we can’t even get the EAO to clarify the precise nature of the environmental work required by Schedule A of the Section 17 Order.”

In May of 2018, PBM completed an analysis of the documents that were submitted by Derek Sturko as the Recommendation of the Executive Director to the Ministers for the 2012 decision.  The document has been posted at:  http://www.pacificbooker.com/reports.htm.  PBM sent a letter and supporting documents to George Heyman (Minister of Environment and Climate Change Strategy) and to Michelle Mungall (Minister of Energy, Mines and Petroleum Resources) and cc’d Premier John Horgan, Andrew Wilkinson, Dr. Andrew Weaver and David Eby.  In our letter, we reminded the new Ministers who we are and included a little snapshot of our history in the EAO process.  We also stated “If the EAO had enough information to determine that the Morrison Project would not have any significant adverse effects, the further assessment decision appears to be a way to say no without actually saying no.  In reference to the letters submitted to the original ministers as part of the original referral package, we would like to ask why those with opposing views can request a refusal of a certificate based on beliefs without having to support that belief with facts, but the proponents must have science based facts to support any opinion.”  We also asked, “As the new ministers, we request that you give our application a fair and impartial review.”

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In June 2018, the BC Government announced that it was changing the environmental assessment process to ensure the legal rights of First Nations are respected and the public’s expectation of a strong, transparent process is met.  Changes to B.C.'s environmental assessment process are focused on enhancing public confidence by ensuring impacted First Nations, local communities and governments and the broader public can meaningfully participate in all stages of environmental assessment through a process that is robust, transparent, timely and predictable; advancing reconciliation with First Nations; and protecting the environment while offering clear pathways to sustainable project approvals by providing certainty of process and clarity of regulatory considerations including opportunities for early indications of the likelihood of success.

Management has been following the news/information released regarding the EA revitalization process.  The new Bill 51 – 2018 ENVIRONMENTAL ASSESSMENT ACT was given Royal Assent on November 27th.  One of the more significant changes includes a statement that before making a recommendation, the chief executive assessment officer (EAO) must seek to achieve, with respect to the recommendation, consensus with participating Indigenous nations and the reasons for the recommendations must accompany the documents.  In the decision on application for environmental assessment certificate section, Section 4 (c) states that on receipt of a referral under subsection (1), the ministers must, within 30 days of receiving the referral, (i) issue an environmental assessment certificate to the proponent and attach any conditions to the certificate that the ministers consider necessary, including, without limitation, conditions respecting payments to be made for initiatives to mitigate effects of the project, or (ii) refuse to issue the certificate to the proponent.  Please note that the option of further assessment required is no longer available.

In July 2018, the Lake Babine Nation elected a new chief and councillors.  Gordon Alec is the new chief and many of the councillors are new to the position.  PBM has already written to the new chief congratulating him on his win and stating that we would be very pleased to be able to meet with him at his convenience to introduce ourselves and to answer any questions he may have.  In November 2018, PBM again wrote to Chief Alec and said “I would prefer to meet with you "one on one" to be able to discuss the Morrison project.  After we have come to an understanding of our matter, then we can reach out to an appropriately qualified individual to proceed with further arrangements and/or discussions, as necessary.  We hope that you will consent to a meeting where we can discuss these matters.”  To date, we have not received a response from the Chief.

The Company has also been made aware of an online video posted by Raven Trust to raise funds for a legal challenge to "Save the Morrison". In July 2018, PBM sent a letter to Raven Trust to make them aware of some incorrect or misleading statements in the video and the text presented.  The video can be found at: https://www.youtube.com/watch?v=xXlfIPgALvo.

Fiscal 2020 Work

Between February and April 2019, PBM corresponded with Kevin Jardine, Associate Deputy Minister, British Columbia Environmental Assessment Office (“BCEAO”) regarding the submission of a draft Supplemental Application Information Requirements (“SAIR”). The Company submitted the first draft SAIR in April for review and comment. In June 2019, the Company received the results of the review from Kevin Jardine which stated the draft required additional details to meet the requirements of the Section 17 Order, and a revised draft would be due by September 3, 2019.

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A revised draft of the SAIR which contained additional information was submitted on August 29^th and posted on the Environmental Assessment website. After the BCEAO review, further discussions between the Company, its technical consultants and the BCEAO were held regarding what additional information would be required in the next submission. Early in December, the Company forwarded a “draft for discussion” to Katherine St. James of the BCEAO.  This draft incorporated the recommendations for work programs prepared by Harvey McLeod and a “Proponent Statement on the Additional Information Request”.  The content of the Proponent statement was a summary of the Company’s history with the EAO and some of the issues with the process and decisions made by the EAO.

In January 2020, the BCEAO emailed the Company and acknowledged the improvements in the current draft, but that more information is still required. An in person meeting was arranged for February 12^th at the BCEAO office in Victoria to review what specific information the BCEAO would require in the next submission.

With the coming into force of the Impact Assessment Act on August 28, 2019, the federal environmental assessment of the Morrison Copper-Gold Project under the Canadian Environmental Assessment Act (CEAA 1992) has now been terminated.  Due to the refusal of the BC Environmental Assessment Certificate in October 2012, the Federal timeline was paused by a request for information regarding how the Company intended to address the concerns identified in that decision.  To advance the Project, the Company is now required to submit an initial Project Description to the Agency.  Any relevant information gathered for the environmental assessment under CEAA rules may be used to inform any process steps under the IAA.  PBM intends to submit a description of the Project in accordance with the requirements of the IAA, as soon as possible and intends on referencing the relevant information gathered for the EA to inform any process steps under the IAA.

In July 2019, the BC Chief Gold Commissioner issued a mining lease for the Morrison mine project (mineral claims 625123, 625143 and 625183, encompassing approximately 1,090 ha) for an initial term of one year.  These three mineral claims are located along the east shore of Morrison Lake.  The Company had submitted an application in 2012, which was not completed at that time because of the October 2012 decision.  The mining lease application area is located within the consultation area of the Lake Babine Nation (“LBN”) and the Yekooche First Nation (“YFN”).  According to the Gold Commissioner’s Reasons for Decision report, consultation began February 5, 2019 by notifying the LBN and the YFN of the application and inviting input on how the mining lease may impact their Aboriginal rights and title.  No response was received from YFN.  LBN responded by stating their firm opposition to a decision to issue a mining lease and requested an in-person meeting with the statutory decision maker.  On February 26th, the Chief Gold Commissioner met with representatives of the LBN.  On April 12th, the Chief Gold Commissioner sent a letter to the Company and LBN indicating that he was considering a decision to issue a mining lease for an initial term of one year.  In May 2019, the LBN responded to his letter re-stating their objections and that the decision should be to not issue the lease, while the Company responded that it did not object to a decision to issue a mining lease for a one-year term.  

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The Ministry of Forests, Lands, Natural Resource Operations & Rural Development (“FLNRORD”) provided a consultation summary report, dated June 26, 2019, which provided information regarding the consultation on the mining lease application and indicated that consultation had been completed.  In the Chief Gold Commissioner’s conclusion, he stated “I am satisfied that the consultation process has been reasonable and appropriate.  I have considered relevant facts and submissions, even if they are not specifically identified in this document, and I am of the view that a decision to issue a mining lease, with an initial term of one year, will not significantly impact the Aboriginal rights and interests of the LBN and the YFN.  The applicant has fulfilled the requirements of the Mineral Tenure Act by completing a survey approved by the Surveyor General, posting a notice in the prescribed form in the office of the Chief Gold Commissioner, and publishing a notice in one issue of the Gazette and in local newspapers, as required.  For these reasons, I am satisfied that it is reasonable to issue a mining lease according to the approved surveyed boundaries that comprise the area of existing mineral claims 625123, 625143 and 625183 for a term of one year.”  A mining lease conveys the exclusive right to all minerals on the lease area to the recorded holder but does not authorize mining activities required or related to the production of minerals.  A recorded holder of a mining lease may register an application to renew the term of the mining lease for a period of up to thirty years.  The renewal of the term of a mining lease is subject to the approval of the Chief Gold Commissioner that the mining lease is required for a mining activity.

Fiscal 2021 Work

In February 2020, the Company met with the BCEAO and discussed the draft submitted in December.  They requested that the words in the document be reduced to what is required without additional details and that statements of intent be strengthened from “cans” to “wills”.  The Company requested a clarification on the name of the stream that connects Morrison Lake with the Morrison Arm as it has been called Morrison Creek and Morrison River.  The Company also asked to clarify the statement made in 2012 that Morrison Lake is located at the headwaters of the Skeena River as the Company has never agreed with that statement."

On March 5, 2020, Dr. Andrew Weaver, MLA, directed a question to Bruce Ralston, the Minister of Energy, Mines and Petroleum Resources, during Question Period in the Legislative Assembly of British Columbia. Dr. Weaver asked about the regulatory inconsistencies facing the Morrison mine project.  He stated “I’m sure every member of this House will agree that a stable regulatory environment is key to maintaining B.C.’s reputation as a welcoming place to do business.  This means that the approval of natural resource projects must be based on scientific evidence and not politics.  Yet in 2012, upon recommendation from the executive director of the environmental assessment office, the B.C. Liberals rejected the Morrison mine project proposed by Pacific Booker Minerals, despite it having received a positive environmental assessment.  In justifying their decision, they cited environmental concerns about the effects of the mine on water quality in Morrison Lake and local salmon populations, despite already having a positive environmental assessment.” He continued “A key element of the previous government’s unrealistic strategy for natural resource development revolved around, as we all know, LNG.  We know that certain natural gas projects were located in areas close to the Morrison mine.  Comments from groups engaged in the Pacific Booker project have indicated that the province was facing significant pressure to avoid reopening discussions around the Morrison mine in order to obtain the support necessary for the Prince Rupert gas transmission line.”  Dr. Weaver’s website states “I was not particularly impressed with the Minister’s response to my questions.  I intend to explore this issue further in the coming weeks.”

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Prior to his election in May 2013, Dr. Weaver served as Canada Research Chair in climate modelling and analysis in the School of Earth and Ocean Sciences at the University of Victoria.  He has been a Lead Author on the 2nd, 3rd, 4th and 5th Intergovernmental Panel on Climate Change's scientific assessments and has authored or coauthored over 200 peer-reviewed, scientific papers and was the Chief Editor of the Journal of Climate from 2005-2009.

On April 17, 2020, the Company announced that the mining lease for the Morrison project, which was issued in July 2019 for an initial term of one year, has been extended to December 31, 2021 by an order from the Chief Gold Commissioner.  The order extends the time frame for registering work requirements or registering revised expiry dates for all existing mineral and placer claims due to the impacts of COVID-19.

On June 23rd, Mr. Weaver posted an article on his website called “Pacific Booker Minerals and their quest to develop Morrison Mine near Smithers” (written by: Noah Conrad).  The article includes the following statements: “In 2002, Pacific Booker Minerals began the formal environmental assessment process required to obtain ministerial certification for Morrison Mine, their proposed copper and gold mine near Smithers, BC.  A decade later, after $10 million worth of consultations, meetings, and assessments, the company decided to proceed to the next stage of the certification process in which the Environmental Assessment Office (EAO) submits a formal environmental assessment report to the relevant ministers via the executive director.  At the time of submission, all indications were that the mine would receive approval.  EAO assessment reports had given the project a clean assessment and the company had proposed to undertake measures unprecedented in the copper mining industry to address the project’s environmental risks.  Despite the positive environmental assessment, the Executive Director of the EAO chose to recommend that the project be rejected, advice which was followed by Environment Minister Terry Lake.  The decision to reject proposed project was ostensibly made due to ongoing concerns about the effects of the project on local salmon populations and water quality in Morrison lake, among other things.  Yet the decision to reject the project on environmental grounds should raise immediate questions about why this project was nixed and not others, given the BC Liberal government’s environmental record in the mining sector.”  The article continues with a discussion of the BC Liberals environmental record and the serious repercussions of the decision for Pacific Booker and our shareholders.  The article continues with comments on our BC Supreme Court case, including Justice Affleck’s comments and the ruling in PBM’s favour that quashed the decision to reject the mine and ordered the project to be reconsidered by the government.  The article also covers the ordered further assessment and that despite repeated attempts by PBM to obtain a clear answer from government as to what additional information is to be collected, placing the project in a state of limbo.  The article continues with:  “It is difficult to determine one single political factor that led to the decision around the Morrison mine but several interrelated developments which are explored in more detail (below) provide insight into the political circumstances surrounding the project.”  The following topics include discussion on:  Two ‘Final’ Environmental Assessment Reports;  The Relentless Pursuit of LNG;  Project Suspension (Mount Polley);  Pipeline Politics;  and ends with:  “Towards a Resolution?:  While there is no smoking gun which serves evidence that the province had politicized the environmental assessment process, the suspicious circumstantial evidence that suggests otherwise does little to inspire confidence from British Columbians in their government and has damaged the province’s reputation as a good place to do business.”  The complete blog is available at  

http://www.andrewweavermla.ca/2020/06/23/pacific-booker-minerals-quest-develop-morrison-smithers/

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On June 24th, Mr. Weaver asked Environment Minister Heyman a question about the Morrison project in the BC Legislature.  Mr. Weaver stated: “On March 5, I asked the Minister of Energy, Mines and Petroleum Resources a question concerning regulatory inconsistencies in the provincial government’s handling of Pacific Booker’s proposed Morrison mine.  I’d like to explore this a little further.  In 2015, after reviewing the project for a second time, the Ministry of Environment issued a section 17 order that the project undergo further assessment.  Despite numerous exchanges with the environmental assessment office and the completion of an in-depth study of Morrison Lake, Pacific Booker has been unable to clarify the precise nature of what is actually required in the section 17 order.  For Pacific Booker, this order has been tantamount to a rejection of its project without the ministry formally saying no.  Government recently amended the environmental assessment process to provide certainty of process and clarity of regulatory considerations. When presented with an application for an environmental assessment certificate, the minister is given three options under the 2018 Environmental Assessment Act (1) grant the certificate, (2) grant the certificate with conditions attached or (3) reject the project.  Pacific Booker’s treatment doesn’t align with the new assessment standards.  They’ve been given the opposite of regulatory certainty, and their project has been shunted off for a further assessment.  My question is to the Minister of Environment: “Considering the recent changes to the environmental assessment process, will he amend the 2015 order to clarify the nature of the work required by Pacific Booker Minerals?”  Mr. Heyman responded: “I recall the question to my colleague, the Minister of Energy, Mines and Petroleum Resources, in March quite well.  As the Minister of Energy and Mines said at the time, he and I can’t speak to the specifics of why the old government made the decision that it made with respect to the proposed Morrison mine.  

After Mr. Heyman completed his response, Dr. Weaver said: “My question, again, to the Minister of Environment is this.  Given the extensive work undertaken by Pacific Booker Minerals to examine and reduce the environmental impact of the potential Morrison mine project and the potential economic benefit to the province, will this government commit to ensuring that the company receives a timely, unbiased review of the latest proposal, and in particular, is given clear instructions from your office so that it knows what boxes need to be ticked so that they can follow due process, rather than second-guessing certain people who haven’t made that very clear?”  Mr. Heyman responded (in part): “The company, of course, has to provide some very specific additional information that was required under the order.  The order was specific.  Some examples of the type of additional information required are sockeye salmon use of Morrison Lake, upper and lower Tahlo Creek and the Morrison River, hydrogeological and groundwater data for areas between the mine and Morrison Lake and further engagement with the Lake Babine Nation and other impacted First Nations.  I’m advised that the company made its latest submission to the environmental assessment office in December and that environmental assessment office staff met with the company this past February as additional information was required from the company.  It is certainly not the intention of our government to make proponents guess at what is required.”  For the video and transcript of the question and answer, see:  

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

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PBM responded by email to Mr. Heyman with some specific facts applicable to the questions asked by Dr. Weaver and Mr. Heyman’s answers as follows:  “Prior to the refusal to grant the Morrison EAC in September/October 2012, PBM had provided sufficient information for the Federal and Provincial reviewers to prepare final draft reports that concluded that the project would not likely cause significant adverse environmental effects with the implementation of the proposed and agreed to mitigation measures.  After the BC Supreme Court judgement quashed that decision, we believed that our project would be given a chance for a fair decision.  That did not happen and the Section 17 order was issued in July 2015.  Starting in late 2015, PBM started asking EAO representatives for details on the specific items that needed additional information and analysis.  In every earlier step of the process, PBM was given a “needs list”.  In a June 2019 letter from Kevin Jardine to PBM, Mr. Jardine says: “I recognize that PBM has proposed workshops with the technical Working Group to identify the scope of the SAIR, however, this is not the role of the Working Group.  The Ministers have set out the scope of the further assessment in the Section 17 Order.  The purpose of the Working Group is to review information and methods presented by a proponent; it is not its purpose to provide the proponent with the information or methods.”  In our August 2019 letter to Kevin Jardine we ask: “Can you tell us whose role it is to identify the scope of the SAIR?  Only one area has any specific detail of the requirement (Section 2.1.1(a)) and that is “a minimum of one year of new baseline data must be collected.”  

During a meeting held in September 2019, Harvey McLeod from KCB stated that if someone said that there were deficiencies, then we need to know what the deficiencies were and added that we can’t address a deficiency if we don’t know what it is.  The response from the EAO was that the Ministers had decided that more information was required.  Harvey said that was very challenging for us as our opinion is that these items had been addressed and that we don’t know what else we could do.  PBM had met all the information requirements detailed in the original Terms of Reference or the application would not have been accepted or referred to the Ministers for decision.  On February 4, 2019, Kevin Jardine, Associate Deputy Minister of the EAO responded to a letter that PBM wrote in December 2018 and replied (in part) as follows:  As you know, the order for reassessment provided that the reassessment must be completed within three years of the approval of the SAIR.  This timeline was based on the assumption that the first step set out in section 5.1 of the reassessment order, the provision of the draft SAIR, would be completed in a reasonable time frame.  Given that three and a half years have now passed since the order was made by the Ministers, some consideration may need to be given to whether the information provided in the Application has become outdated and what, if any, steps may be required in order for information to be updated in order for Ministers to make an informed decision.  I note in your letter your desire to advance this Project.  If that is the case, please advise, within 30 days of your receipt of this letter, when you will provide the draft SAIR for review.  If I do not hear from you in this regard, or if you are unable to commit to a date by which you would provide the draft SAIR, then I will consider the appropriate next steps to ensure this proceeds in a timely manner or is otherwise concluded.  

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His threat to “otherwise conclude” our assessment was what prompted us to attempt to proceed with the preparation of the SAIR report.  In our response on March 5, 2019, we stated our issues with the 2012 decision and the “reconsideration” process that lead up to the “further assessment required” decision in 2015.”  The email continued with some specific points: “You mentioned the Morrison River (from the Section 17 order).  According to the FLNR database (as confirmed by Katherine St. James) the name of the waterbody that connects Morrison Lake to the Morrison Arm is Morrison Creek, not Morrison River.  You commented in your answers that the EAO is “working to help answer any questions that the proponent has with respect to the information required” and “will be very happy to assist them in a timely answering of the questions required by the order”.  As well as the clarification of Morrison Creek vs Morrison River, PBM requested clarification of the statement made in October 2012 that “the proposed Morrison Mine project was to be located directly adjacent to Morrison Lake, at the headwaters of the Skeena River.”  PBM requested clarification of whether or not the project was located at the Skeena River Headwaters.  Katherine said she would check and advise.  

During a subsequent phone meeting, Katherine commented that “the Morrison Lake was a headwater in the Skeena watershed”.  I said that I would like to see the information they had that determined that Morrison Lake is a headwater.  By email on March 11th, Katherine provided this as a response: “A widely-accepted definition of headwaters comes from the US Geological Survey:  headwater(s)--(1) the source and upper reaches of a stream; also the upper reaches of a reservoir.  (2) the water upstream from a structure or point on a stream. (3) the small streams that come together to form a river.  Also may be thought of as any and all parts of a river basin except the mainstream river and main tributaries.  When PBM submits an acceptable draft SAIR to go to the working group, there would be the option at that point to discuss further with a provincial hydrologist”.  Also, according to the information that we were given by the EAO, any order, approval or decision that is in effect under the former Act (a) is deemed to have been issued under this Act, and (b) subject to subsection (13), continues in force until it expires or, under this Act, is suspended or cancelled.  We request a review of the Section 17 order as issued to determine if it is appropriate.”

On July 28th, 2020, PBM requested a halt in trading because of an issue with a part of the area of the Morrison project site.  Due to a misunderstanding of the COVID-19 protection order issued in March, the request for an extension of the lease was not made on time.  The halt in trading was lifted July 30th.  A notice was filed with Mineral Titles of PBM’s intention to appeal the expiry and a copy was sent to the owners of the overlying claim.

On August 20th, in response to our emails to George Heyman, Minister of Environment and Climate Change Strategy in June and July, PBM received a letter from Nathan Braun, A/Associate Deputy Minister, EAO that stated (in part): “Your letter requested clarification regarding the ‘Skeena Headwaters’, and expressed surprise that the 2012 Information Bulletin referenced the Morrison project as being in the headwaters of the Skeena River.  With respect, this point is not material to the provision of a draft SAIR.  The fact is that water from the area of the proposed project eventually flows into the Skeena River.  Please let me know by September 30, 2020 whether PBM intends to provide a substantively revised draft SAIR.  When a satisfactory draft SAIR is provided, we will be able to further discuss your concerns regarding the issues you raised.”  The letter can be found at:  

https://projects.eao.gov.bc.ca/api/public/document/6009da7fa8b8ef0020c01b0d/download/359789%20-%20Swan%20-%20Final.pdf

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On August 24th, PBM responded to Mr. Heyman by email in regards to the comments made in Nathan Braun’s letter, as follows: “I received the letter from Nathan Braun by email on Thursday, August 20th.  I was disappointed that Mr. Braun did not clarify whether or not the EAO believes that the Morrison project is located at the headwaters of the Skeena River.  His comment: “Your letter requested clarification regarding the ‘Skeena Headwaters’, and expressed surprise that the 2012 Information Bulletin referenced the Morrison project as being in the headwaters of the Skeena River.”  Yes, we were surprised at the 2012 statement in the information Bulletin that “the proposed Morrison Mine project was to be located directly adjacent to Morrison Lake, at the headwaters of the Skeena River.”  This was the first time that the Skeena River Headwaters statement was made.  If you review the original Schedule A, the Certified Project Description document, dated August 2012, you will find that there is no mention of the project being located at Skeena River headwaters.  His comment:  “With respect, this point is not material to the provision of a draft SAIR.”  How can this detail be considered not material?  The SAIR is described as a Supplemental to the original application.  A factor as significant as being located at the headwaters of the Skeena River, if correct, must be considered material.  In fact, it was material enough for the Ministers to state it as the primary reason for the refusal to grant the certificate in 2012.

His comment: “The fact is that water from the area of the proposed project eventually flows into the Skeena River.”  Eventually is right.  Morrison Lake drains via the Morrison Creek into the northeastern arm of the Babine Lake.  Babine Lake flows into Nilkitkwa Lake.  Nilkitkwa Lake flows into the Babine River.  The Babine River meets the middle section of the Skeena River approx. 50 kms north of Hazelton.  From this meeting, the Skeena River flows approx. 225 kms to the ocean.”  The email continued with some discussion on the “draft for discussion” SAIR that was sent to the EAO in December 2019, the requests from the EAO to remove certain words from that document and that PBM was advised that it would be the EAO’s Working Group that would determine whether the work program proposed by KCB would be sufficient to meet the further information requirements.  We concluded the email with: “Why are we required to submit a satisfactory draft SAIR before we are able to further discuss our concerns regarding the issues raised by my emails?  It is necessary for PBM to know where the EAO thinks the project is located before we can consider committing to the next draft of the SAIR and/or the work programs.  If our questions can be addressed, then it will be possible to advise Mr. Braun by September 30th whether PBM intends to provide the next draft of the SAIR.”

On September 1st, the formal submission was delivered to the Chief Gold Commissioner regarding Pacific Booker's request to appeal the expiry of mining lease no. 1069796.  Due to a misunderstanding of the COVID-19 protection order issued in March, the request for an extension of the lease was not made on time and claims were recorded by other individuals in the area of the lease.  The Company filed a notice of its intention to appeal the expiry and a copy of the notice was sent to the owners of the overlying claim.  It was anticipated that the Chief Gold Commissioner would provide the impacted parties an opportunity to be heard and to make submissions before any decision under Section 67(2) of the Act is made.

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On September 14th, PBM sent another email to Ministers Heyman and Ralston which said: “I have not received a response to the questions/comments I sent to you both on August 24th by email.  If the EAO believes that the Morrison Lake project is located in the headwaters of the Skeena River and that our project will cause a significant impact to the Babine watershed as well as reaching all the way to the Skeena River, there is little point in PBM continuing with the SAIR exercise, because nothing we can say can convince you otherwise.  If the EAO is believes that the Ministerial decisions in 2012 and 2015 were justified and correct, PBM will not be able to get an unbiased review of any facts that are presented.  It appears that our science-based study has been sidetracked by the politics of the situation and all our hard work related to the environmental protection measures meant nothing to the decision makers.  We now believe that the only real issue for the EAO is the First Nations.  The 2012 recommendation document states “the Crown has fulfilled its obligations for consultation and accommodation to Lake Babine Nation, Yekooche First Nation and Gitxsan and Gitanyow Nations relating to a decision on whether to issue an EA Certificate for the proposed Project” and also states as a factor for the Ministers to consider the “opposition from Gitxsan and Gitanyow Nations and Lake Babine Nation”.  At almost every meeting with someone from the Environment Ministry and other Ministers (notably Mines and Aboriginal Affairs) since then, we have been told that the LBN are the main issue and that if we could get them “onside”, it has been implied that the other issues would no longer be an issue.  The EAO accepted that the Gitxsan and Gitanyow Nations had a claim to the Lake Babine fisheries when the Morrison project has been acknowledged as being on crown land in the traditional territory of the LBN.  This claim by the Gitxsan and Gitanyow Nations to the LBN territory was not mentioned during the first years of our assessment and was only raised in 2010 and then was accepted without question by the EAO.  The EAO and the Ministers of the day dealt with the Gitxsan and Gitanyow Nations and kept PBM out of the correspondence chain.  We were not given the opportunity to challenge the statements made.  

As well as this issue, the LBN’s treaty lawyer, Dominique Nouvet (Woodward & Company) instructed PBM to communicate only with her and not with the Chief and Council of the LBN.  Ms. Nouvet also seemed to have a direct route to the Ministers of the day.  How could we consult with the First Nations when the EAO and the Ministers and a treaty lawyer were standing between us?  How can we consult when the LBN will not agree to meet with PBM or even to respond to our letters?  The courts have said that a refusal by the First Nations to meet does not constitute a lack of consultation.  Consultation does not mean accommodation and that the First Nations do not have the power of veto.  The Morrison Project is located in a historical mining area, as clearly shown by the attached image that shows the Babine Lake area with the Bell and Granisle mines labelled and Morrison Lake identified.  Correspondence with the Federal Environment Agency, prior to and following the refusal by the BC Government in October 2012 that indicates that CEAA had made its decision and that it appeared to be a positive one.  

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On August 30th, CEAA informed PBM that CEAA had received feedback from the federal departments on the draft Comprehensive Study Report (“CSR”) and was planning to have a second draft prepared for PBM comments during the week of September 4, 2012 and advised PBM that the final public comment period would be in October 2012 with the referral to the Federal Minister of Environment in November 2012.  On September 9th, PBM received an email from CEAA asking a few questions for clarification to finalize the draft CSR including a request for “environmental photo’s to use in our final report”.  On September 19th, PBM received a draft of Comprehensive Study Report that concludes that the proposed Project is not likely to cause significant adverse environmental effects stating that: “The environmental effects of the Project have been determined using assessment methods and analytical tools that reflect the current best practices of impact assessment practitioners. As a result of incremental changes to the project design and additional mitigation measures and commitments applied to the Project throughout the comprehensive study process, the Agency concluded that the proposed project can be constructed, operated, maintained, and decommissioned without significant adverse effects, including consideration of cumulative effects. No significant adverse biological, physical, or human health effects are predicted. Any residual effects are predicted to be of low magnitude, moderate duration, localized in geographic extent, and reversible over the long term following decommissioning”.

CEAA requested a Commitment letter to comply with Commitments and Follow-up Program.  On September 20th, PBM committed in writing to Robyn McLean, Project Manager, CEAA, our Compliance with Table of Commitments and Follow-up Program Requirements under CEAA stating categorically that PBM will comply with the environment related commitments summarized in the Table of Commitments.”  PBM received a letter dated October 25th (24 days after the October 1st decision) from CEAA that stated: The Canadian Environmental Assessment Agency (the Agency) is aware that the British Columbia Minister of Environment and the Minister of Energy, Mines and Natural Gas have decided to refuse to issue an environmental assessment certificate for the Morrison Copper-Gold Mine Project (the Project) as proposed”.  The letter continues with “The Agency is preparing a comprehensive study report for the Project, pursuant to the Canadian Environmental Assessment Act, which will provide conclusions on whether the Project is likely to result in significant adverse environmental effects taking into account the implementation of mitigation measures.  Given the British Columbia Ministers' decision, the Project as proposed cannot proceed.”  The Federal agency came to the conclusion of “no significant adverse biological, physical, or human health effects are predicted. Any residual effects are predicted to be of low magnitude, moderate duration, localized in geographic extent, and reversible over the long term following decommissioning”. And also concluded “as a result of incremental changes to the project design and additional mitigation measures and commitments applied to the Project throughout the comprehensive study process, the Agency concluded that the proposed project can be constructed, operated, maintained, and decommissioned without significant adverse effects, including consideration of cumulative effects.”  Can you explain why CEAA concluded no significant adverse effects and the BCEAO decided that more information was required, when both agencies reviewed the same information?

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On September 24th, PBM sent a letter to Nathan Braun, A/Associate Deputy Minister, which stated: “In response to your letter dated August 20th, where you request that PBM let you know by September 30, 2020 whether PBM intends to provide a substantively revised draft SAIR, we have a few questions that having the answer to would assist in the preparation of that document.  PBM has edited the draft submitted for discussion in December 2019, taking into account the items requested during the meeting had with the EAO in February 2020.  Our current question is in regards to First Nations Consultation requirements.  As you are aware, the Lake Babine Nation has just recently signed a “Foundation Agreement”.  Our question is, will this agreement change the requirement for consultation by the proponent?  And, if so, in what way.  One of the issues we raised is the name of the waterway that connects Morrison Lake to the Morrison Arm. According to the FLNR database, that waterway is Morrison Creek, not Morrison River.  The Section 17 order refers to Morrison River.  How do we address this inaccurate naming?  Your letter stated that “when a satisfactory draft SAIR is provided, we will be able to further discuss your concerns regarding the issues you raised.”  The other issue raised was that PBM requested clarification of whether or not the project was located at the Headwaters of the Skeena River.  Your letter stated “With respect, this point is not material to the provision of a draft SAIR.” We do not understand how an inaccurate statement of the project’s location can be considered not material.  The legal definition of material includes “A material fact is an occurrence, event, or information that is sufficiently significant to influence an individual into acting in a certain way.”  PBM was advised that the Working Group would determine the necessary work program after reviewing the recommended programs.  The work programs suggested in this document were proposed by Harvey McLeod (P. Eng., P.Geo., Vice President, Klohn Crippen Berger) because we were advised by the EAO that the proponent must propose the work programs.  We were not given an opportunity to discuss the technical merits of the information already provided to the EAO in the 2012 application and thereby determine the “gaps” in information already provided.  The Board of Directors have an issue with having to commit to undertaking the work programs prior to the determination of what those programs will include.  Public Companies have a fiduciary duty to their shareholders which for PBM includes not committing to activities without knowing the costs and time involved.

On September 28th, PBM received a letter from Katherine St James, Project Assessment Director, which stated: “Thank you for your emails of August 24 and September 14, 2020 addressed to the Honourable George Heyman, Minister of Environment and Climate Change Strategy, regarding the Morrison project.  I have been asked to respond on his behalf.  In your email, you asked for clarification on the EAO’s view on whether the proposed project is in the headwaters of the Skeena.  As Mr. Braun stated in his letter of August 20, with respect, this is not material to the provision of draft Supplemental Application Information Requirements (SAIR).  Any disagreement on this fine point does not prevent Pacific Booker Minerals (PBM) from providing a satisfactory draft SAIR that would permit the further assessment ordered by the Ministers to proceed.  However, in an effort to put this issue to rest, I provide the following.  

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As described in the Morrison Environmental Assessment Report (2012) and the Reasons for Decision (2012), the EAO understands the project to be located in the headwaters of the Skeena River.  You also asked for clarification on whether the correct reference is Morrison Creek or Morrison River.  In this case, the name in the British Columbia Watershed Atlas is ‘Morrison Creek’ under the classification of ‘Major Rivers’.  Therefore, the most accurate name is ‘Morrison Creek’, although referring to it by either name does not prevent PBM from providing a satisfactory draft SAIR.  You also ask for clarification on the next steps of the process.  As fully detailed in previous correspondence, to move this project forward towards a decision on an Environmental Assessment Certificate, PBM must provide a satisfactory draft SAIR (please see s. 5.1 of the Ministers’ Section 17 order).  To be satisfactory, in the draft SAIR PBM must propose additional studies, information, methods or analyses that address each of the requirements outlined in the Ministers’ order.  Once PBM provides a satisfactory draft SAIR, the EAO can then engage with the Working Group to review it, and ultimately issue the final SAIR to PBM under s. 5.4 of the Order.  Until PBM provides a satisfactory draft SAIR, the EAO cannot move this regulatory process forward.  Without the final SAIR, we do not have a framework for PBM to complete the process ordered by the Ministers.  In his letter, Mr. Braun set a deadline of September 30, 2020 for PBM to state its intention with respect to providing a substantively revised draft SAIR.  In light of the timing of this response to your emails, please do so by October 19, 2020.”

Environmental Assessment Report (2012) can be found at:

https://projects.eao.gov.bc.ca/api/public/document/5888e594817b85ae43cf7b4f/download/Morrison%20Copper_Gold%20Mine%20Project%20Assessment%20Report%20dated%20Aug%2021_12.pdf

Reasons for Decision (letter dated September 28, 2012) can be found at:

https://projects.eao.gov.bc.ca/api/public/document/5886a78aa4acd4014b81f937/download/Letter%20from%20Honourable%20Terry%20Lake%20%28MOE%29%20to%20Erik%20Tornquist%20%28PBM%29%20dated%20Sept%2028_12.pdf

This letter can be found at:

https://projects.eao.gov.bc.ca/api/public/document/6009ddc6a8b8ef0020c01b7e/download/360882%20-%20Swan%20-%2020200928.pdf

On October 15th, PBM responded as follows: “This letter is in response to your letter dated September 28, 2020.  Thank you for the clarification of the EAO’s view on whether the proposed project is in the headwaters of the Skeena River. You have stated in your letter: “As described in the Morrison Environmental Assessment Report (2012) and the Reasons for Decision (2012), the EAO understands the project to be located in the headwaters of the Skeena River”.  You have also said that the EAO would like to “put this issue to rest”.  PBM would also like to put this issue to rest.  Unfortunately, that would mean that PBM accepts the statement that the Morrison Project is located at the headwaters of the Skeena River.  That is not accurate and therefore, PBM cannot “put this issue to rest”.  You have stated that the source for the Skeena River Headwaters statement is the Assessment Report and Reasons for Decision. We ask that you provide the scientific source for that “statement of fact” used in those reports.  Added to the descriptions of the project location in those documents are variations of the statement “at the headwaters of the Skeena River watershed”.  Can you explain why there is this discrepancy between the Certified Project Description (called Schedule A in the 2012 decision materials) and the Environmental Assessment Report (2012)?  Please, do not say that it is not a material fact when it is the first reason stated for the refusal of our EAC in 2012.  All of the descriptions that I have found refer to the headwaters of the Skeena River in almost identical terms.”  

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The letter provided the following weblinks in example:  From the Skeena Watershed Conservation Coalition website: (https:/skeenawatershed.com/about/about_the_skeena_watershed);  From the SkeenaWild Conservation Trust website: (https://skeenawild.org/lesson-plans/);  From Wikipedia: (https://en.wikipedia.org/wiki/Skeena_River);  From the BC Government website: (https://declaration.gov.bc.ca/2019/10/15/the-klappan-valley/);  From the National Geographic website:  (https://blog.nationalgeographic.org/2011/06/20/sacred-headwaters/) and continued with:  “Why does the EAO description of the Skeena River headwaters differ so significantly from the commonly used descriptions?  There is little point in PBM submitting another draft SAIR until this error in the location of the project is acknowledged and addressed publicly in some form or until the EAO can prove it a correct statement by scientific fact.”  This letter can be found at:

https://projects.eao.gov.bc.ca/api/public/document/6009de44a8b8ef0020c01b9d/download/Letter-EAO%20Oct%2015%202020.pdf

On October 27th, PBM submitted a rebuttal to the impacted parties' submissions to the Gold Commissioner on the matter of the re-instatement of the lease.

On November 13th, the Chief Gold Commissioner made the decision to reinstate mining lease 1069796 until May 20, 2021, in order to allow PBM to comply with Section 6.31(2)(a) of the Minerals Title Act.  PBM started the Lease Term Extension Application promptly.

On November 16th, the EAO responded to our letter of September 24th which asked about the impact of the LBN Foundation Agreement on our consultation requirements.  The response was as follows:  "Lake Babine Nation’s Foundation Agreement is an agreement between Lake Babine Nation, the Province, and Canada, and it is available online here. It describes commitments by the parties to negotiate in good faith. It does not establish new requirements on proponents."

On January 13, 2021, PBM wrote to Premier John Horgan (and cc'd Minister Heyman and   Minister Ralston) and asked him to address our issue.  The letter is as follows:  “We are the proponent for the Morrison Copper/Gold project.  For the last 8+ years, we have been denied our Environmental Assessment Certificate and have been subjected to various pointless exercises at the hands of the EAO.  All because the Ministers of the day accepted the incorrect statement that our project is located at the headwaters of the Skeena River.  And the EAO continues to believe it.  By letter from Katherine St James, Project Assessment Director, dated September 28, 2020, we received the confirmation of the EAO’s view on the proposed project location, as follows:  "As described in the Morrison Environmental Assessment Report (2012) and the Reasons for Decision (2012), the EAO understands the project to be located in the headwaters of the Skeena River."  That is not accurate; at least not according to all of the almost identical descriptions that we have found that define the location of the headwaters of the Skeena River.  By letter dated October 15, 2020, we requested that the EAO provide the scientific source for that “statement of fact” used in those reports.  It has now been 90 days and we have not received the science-based proof for that statement and have received no further communication from the EAO on the matter.  If they have the proof, why have they not provided it?  It now appears that science based proof is not available.  It also appears that the EAO has decided to ignore our request and are just hoping we will go away.  We did not think that the EAO would be allowed to accept unproven statements as fact.  And we also believed that if an error occurred, it would be acknowledged and corrected.  That is what would be expected from the proponent.  But instead, the EAO perpetuates the error and the damages caused by it.  We are asking that you respond to our concern.  We understand that the Environment Minister has stayed out of the discussions of these issues because we are in the Environmental Assessment process, but the current "loggerhead" needs to be addressed by someone that can correct a significant error perpetrated by the previous ministers and the EAO."  We attached copies of the September 28th and October 15th letters.

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On January 13th, PBM received a request from the Chief Gold Commissioner in regards to the lease extension application.  He asked PBM to explain the lack of progress made with the EAO in regards to the EAC.  A mining lease is usually only granted when there is a need for it.  He gave PBM 90 days to make submissions in regards to his question.  PBM responded that it would make a submission within the time allowed.

Late in January 2021, the EAO posted the following letters to our EPIC site:  1) Letter from PBM that accompanied submission of draft SAIR on August 29, 2019; 2) Letter from EAO to PBM – dated August 20, 2020 – Response from EAO to PBM based on correspondence to Minister; 3) Letter from EAO to PBM – dated September 28, 2020 – Response from EAO to PBM based on correspondence to the Minister; 4) Letter from PBM to EAO – dated October 15, 2020 – Response from PBM to previous letters on August 20 and Sept 28 from EAO; 5) Letter from EAO to PBM – dated February 4, 2019.

Current and Anticipated Fiscal 2022 Work

The Company will continue its efforts to acquire the Environmental Assessment Certificate as required for the project.

On February 11, 2021, EAO wrote to PBM and stated that the EAO had considered how best to address the lack of progress being made on the further assessment for the Morrison project and was seeking PBM’s views on the following options.  The EAO advised PBM that they will also be seeking the views from Indigenous nations and other affected parties regarding these potential options and will consider all input received.  The potential options are:  1) Amending the Order to add defined timelines to complete key milestones in the further assessment process (such as for PBM to provide a draft SAIR acceptable to the Chief Executive Assessment Officer for review or for the completion of the further assessment process) or  2) Rescinding the Order entirely and proceed to a decision by Ministers on Morrison with the information available.  After hearing the views on the potential options, the EAO will prepare the necessary materials to bring forward these options to Ministers for their consideration.  The EAO requested PBM’s response by March 11, 2021.  On March 11th, PBM responded to the EAO and stated our preference for Option 2.  PBM has been advised that the views from the other affected parties have been provided to the EAO.  PBM is waiting for the notification for an additional input request from PBM by the EAO or that the materials are being provided to the Ministers for a decision on one of the two options proposed.  The letter can be found at:

https://projects.eao.gov.bc.ca/api/public/document/604a6046887eda0022fcdd62/download/369037-Plourde-FINAL.pdf

On March 10th, PBM made the submission to the Chief Gold Commissioner in regards to the mining lease extension.  PBM detailed our opinion on the reasons for the lack of progress made on the "Further Assessment" order and provided documentation in support of those statements.  PBM has received the decision from the Chief Gold Commissioner.  His decision was that PBM presently does not require a mining lease to engage in mining activity on the mining lease, as it has no authority to do so, and no obvious near-term prospect of obtaining any such authority and has decided not to renew the term of the lease.  He will allow PBM to register new mineral tenure on the area of the lease. The Company has registered a new mineral tenure over the former lease area which is in good standing until May 2022.

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The Company intends to submit a description of the Project to the Federal authority in accordance with the requirements of the Impact Assessment Act, as soon as possible and intends on referencing the relevant information gathered for the EA to inform any process steps under the IAA.  The preparation of the document is underway.

The Company estimates its expenditures for the anticipated work on the Morrison project for the year ending January 31, 2022 will be CDN$100,000 without receiving the EAC or CDN$1,000,000 if the EAC is received during the fiscal year.

Hearne Hill Property

The Hearne Hill property lies adjacent to the Company’s Morrison project as described above. Hearne Hill is represented by various mineral claims covered by the Mineral Tenure Act which were acquired from Arms-length individuals.  The Company has a 100% interest in the Hearne Hill property, subject to a 4% NSR.

How Acquired

The Hearne Hill property was originally acquired by the Company in 1992.  The Company agreed to purchase a 100% interest in the Hearne Hill claims from three arms-length individuals under the following terms:

1)

$60,000 in total option payments;

2)

$100,000 in royalty payments per year;

3)

Issuance of 40,000 common shares in 4 tranches of 10,000 shares each as certain milestones were met.

All option payments have been made and all the common shares have been issued.  The Company currently has a 100% interest in the property, subject to a 4% NSR to the vendors and required royalty payments of $100,000 per year.  The annual royalty payments may offset any net smelter royalty obligations, and the NSR may be purchased by the Company for a cash payment of $2,000,000 at any time.

During fiscal 2007, the Company was named in an action filed with the British Columbia Supreme Court by Lorne Spence, one of the original optionors of the Hearne Hill property.  Mr. Spence’s action sought the return of certain mineral claims, or unspecified damages in the alternative.  Mr. Spence also sought to include the return of the Company’s Morrison property as part of the suit.  In June 2007, the Supreme Court of British Columbia dismissed the application to include the Morrison property.  On April 20, 2009, the Company announced that a settlement had been reached in the action filed against the Company in the BC Supreme Court.  Pursuant to the settlement, the Company will retain the right, title and interest in and to all claims that were the subject of the action, with the exception of Mineral Tenure No. 242812 (the “Hearne 1 Claim”) and Mineral Tenure No. 242813 (the “Hearne 2 Claim”), which were transferred to the plaintiff optionors.  Pursuant to the settlement, no cash payment was made to the plaintiffs and all claims in the action have been dismissed.

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Property Geology – Hearne Hill

The property is underlain by volcanic rocks of the Lower to Middle Jurassic Hazelton Group rocks which are intruded by porphyritic rocks in a series of northeasterly trending dykes.  The intrusive composition is that of diorite or quartz diorite.  Several phases of intrusions are known, including some post mineral dykes.

Chalcopyrite, bornite and molybdenite occur as fracture fillings and disseminations in the biotite feldspar porphyry and the surrounding wallrock.  The mineralization is due to a large porphyry copper system. The erratic nature of the copper distribution is caused by late stage intrusions.  The volcanic rocks, in contrast to the late stage BFP, are higher in grade.

There are two known bodies of mineralized breccia.  The southern body, known as the Chapman zone, has been known for several years, and the northern body, known as the Peter Bland zone, was found by Pacific Booker during its 1995 drill program.  These are dilational zones of brecciation which are surrounded by areas of fracturing which carry high grade mineralization.  Gold is enriched in the breccia relative to the stockwork mineralization.

The breccias in the Bland zone are also related to a principal fracture system which dips steeply to the east.  As in the Chapman zone, copper/gold/silver mineralization occurs infilling what were originally voids between the breccia casts, but areas of high grade fracture filling mineralization also occurs in altered volcanic rocks in close proximity to the breccia zones.  The width of the enriched core of the Hearne Hill porphyry system averages approximately 50 meters at surface and appears to widen at depth.

Exploration History

Tro-Buttle Exploration undertook a large scale soil sampling and magnetometer survey east of Morrison Lake on Hearne Hill.  In 1967, while excavating a bulldozer trench on the most prominent anomaly on the western flank of Hearne Hill, a 1.5 meter boulder of brecciated rock cemented with chalcopyrite was unearthed.  Based upon that discovery, Texas Gulf Sulphur optioned the property that year and undertook a systematic geological assessment of Hearne Hill.  The program included 12 diamond drill holes totaling 1942 meters.  Although drilling intersected only a small section of mineralized breccia, a low-grade porphyry deposit was partially delineated.  As the copper grades were considered sub-economic, Texas Gulf declined to pay a large option payment and returned the property to Tro-Buttle in early 1968.  Canadian Superior Exploration then acquired an option on the property and performed magnetometer, IP, geological and geochemical surveys, followed by a percussion drill program in 1969.  Results were not sufficient for either Canadian Superior or Tro-Buttle to maintain the property, and the property reverted back to the government.

No exploration was conducted at Hearne Hill from 1969 to 1989.  In 1989, prospectors Chapman and Bland staked the property and optioned it to Noranda as part of Noranda’s search for additional ore for processing at the Bell Mine.  Noranda conducted an exploration program on Hearne Hill including a small diamond drill program which succeeded in discovering a small breccia pipe, but the potential copper and gold resource did not meet Noranda’s current requirements and the property option was dropped in 1990.  Chapman and Bland continued to explore the property on their own and continued to drill the breccia pipe.  Results were good, and the property holders were in the process of permitting the property for production when Noranda closed the Bell Mine in April 1992.

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In December 1992, Pacific Booker optioned the Hearne Hill property.  In 1993, the Company began its exploration at Hearne Hill with a magnetometer survey, geological mapping, trenching and follow-up percussion drilling.  From 1993 to 1997, the Company completed several phases of exploration on the property, including drilling 143 diamond drill holes.  The Company was successful in discovering the higher-grade Chapman and Bland zones, as well as the lower grade porphyry envelope.  In 1997, the Company engaged Giroux Consultants to prepare a preliminary resource estimate for the project. Additional drilling will be necessary in order to upgrade the indicated resource to the Proven category for a feasibility study.  Since 1997, Pacific Booker has concentrated most of its exploration efforts on the adjacent Morrison property.  Because the Company is currently focused on the feasibility study at Morrison and the Hearne Hill resource has not been determined to be economic, management wrote down the remaining value of the Hearne Hill property during the fiscal year ended January 31, 2006.

Item 5.  Operating and Financial Review and Prospects

Overview

The Company's financial statements are stated in Canadian Dollars (C$) and are prepared in accordance with International Financial Reporting Standards for fiscal years ended January 31, 2021 and 2020.  The value of the U.S. Dollar in relationship to the Canadian Dollar was $1.28 as of January 31, 2021.

The Company has since inception financed its activities through the distribution of equity capital.  The Company anticipates having to raise additional funds by equity issuance in the next several years, as all of the Company’s properties are at the exploration stage.  The timing of such offerings is dependent upon the success of the Company’s exploration program and feasibility study as well as the general economic climate.

As a mineral explorer in the Province of British Columbia, the Company was eligible to receive British Columbia Mining Tax Credits for “grass-roots” exploration expenditures.  These credits are a percentage of the Company’s eligible exploration expenditures made each year.  The credits are refundable annually, and application for reimbursement is made along with the Company’s annual Federal tax return.  After a review by the tax authorities, the Canadian Federal government, on behalf of the British Columbia Provincial government, issues a check for those credits.  Since the refund process typically takes about a year, the Company accounts for these tax credits as a Receivable on its balance sheet upon the Company attaining reasonable assurance of collection from the Canadian Federal Government.  At January 31, 2017, the Company had no receivable on its Balance Sheet for the mining tax credit because the exploration work done is no longer considered “grass-roots” exploration.

The Company typically contracts with outside suppliers for the majority of its exploration work.  In order to ensure the availability of these contractors, the Company in the past has maintained cash deposits with some of these suppliers as an advance against anticipated payments for exploration work performed.  The Company accounts for these payments when made as Exploration Advances on its balance sheet.  As these contractors perform the exploration work, the amounts of the advances are deducted from any amounts owed to the contractors and are recorded by the Company as deferred exploration costs.

COVID-19’s Effects on Operations

Early in 2020, the global outbreak of COVID-19 began to have a major impact on businesses through the restrictions put in place by the Canadian, provincial and municipal governments regarding travel, business operations and isolation/quarantine orders.  

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The Company’s officers began to primarily work remotely from home in March 2020. Since the Company is not currently conducting any work on-site at Morrison, and contractors are preparing the required documents for submission to the Government, this adjustment has not had any significant effect on the Company or its operations. All important documents can be shared and reviewed by the Company’s officers and directors electronically, and all Company meetings can be held remotely.

The Company does not anticipate any significant impacts in the short term. Currently, the Company has sufficient cash to meet its budgeted fiscal 2022 obligations and is not currently subject to risks of commodity or currency price changes.  At this time, the extent of the long term impact that COVID-19 may have on the Company is unknown as this will depend on future events and what work will be required to advance the project, which is largely dependent upon the Provincial and Federal authorities.

All of the Company’s operations are located in British Columbia and are subject to work and travel restrictions imposed by the Provincial Government. As of April 30, 2021, Province-wide travel restrictions for non-essential travel remain in effect.

Results of Operations

Year Ended 1/31/2021 vs. Year Ended 1/31/2020

The net loss for the year ended January 31, 2021 was ($643,227), or ($0.04) per share, compared to a loss of ($1,061,028), or ($0.06) per share for the year ended January 31, 2020.  The decreased loss in the current year included a decrease in Share based payment expense (previously called Stock-based Compensation expense) of ($221,193) compared to ($545,662) in the prior year, with the decrease due to the reduced fair value calculation of the option price; a decrease in Investor Relations fees from ($231,000) to ($132,000) reflecting the reduction of fees paid/payable to John Plourde; a decrease in Shareholder information and promotion costs of ($20,351) compared to ($52,414) in the prior year, with the decrease due to the cost for assistance with shareholder relations and additional poster printing in the prior year; an increase in Professional fees from ($84,572) compared to ($61,929) in the prior year, with the increase due to the cost for legal fees for the mining lease issue and a higher audit fee; an increase in the loss in Foreign exchange from ($9,656) compared to ($557) gain in the prior year; an increase in Office Rent to ($92,250) from ($83,670) in the prior year due to a new rental agreement; a decrease in the gain on disposal of a fixed asset of ($6,491) in the prior year; an increase in Depreciation from ($10,586) to ($16,673) reflecting the higher depreciation on the new truck; a decrease in Office and miscellaneous from ($16,070) to ($11,159), reflecting a reduced cost for general office supplies and IT services; a decrease in Filing and Transfer agent fees from ($28,225) to ($24,715), reflecting the cost for the warrants exercised in the 2020 period; a decrease in Director Fees from ($14,500) to ($11,000), reflecting a reduced number of meetings held; a decrease in Travel costs from ($18,339) to ($14,886), reflecting a small decrease in activity related to the COVID travel restrictions; a decrease in Consulting Fees from ($900) to ($675), reflecting fees paid to Victor Eng for activities not related to the Morrison project; a decrease in Finance Income from ($1,045) to ($990), reflecting the decrease in interest earned; a decrease in Telephone from ($4,976) to ($4,888); and a decrease in Wages and Benefits from ($850) to ($199) reflecting a reduction in WCB cost.

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Year Ended 1/31/2020 vs. Year Ended 1/31/2019

The net loss for the year ended January 31, 2020 was ($1,061,028), or ($0.06) per share, compared to a loss of ($283,552), or ($0.02) per share for the year ended January 31, 2019.  The increased loss in the current year included an increase in Share based payment expense (previously called Stock-based Compensation expense) of ($545,662) compared to ($75,426) in the prior year, with the increase due to the larger number of options granted which vested on granting in October 2019; an increase in Investor relations fees from ($0) to ($231,000) reflecting an increase in fees paid/payable to John Plourde; an increase in Professional Fees from ($46,800) to ($61,929), reflecting the increased cost for accounting and management services provided by Ruth Swan; an increase in Office Rent from ($79,172) to ($83,670) due to a new rental agreement; an increase in Travel costs from ($15,848) to ($18,339), reflecting a small increase in activity; an increase in Shareholder information and promotion costs from ($22,430) to ($52,414), reflecting the increase in activity; an increase in Telephone costs from ($4,889) to ($4,976); an increase in Depreciation from ($3,045) to ($10,586) reflecting the higher depreciation on the purchase of a new truck; an increase in Filing and Transfer agents fees from ($19,849) to ($28,225), due to the costs for the issue of warrant shares and an increase in Exchange fees; an increase in Finance income from $811 to $1,045; an increase in Office and miscellaneous from ($12,190) to ($16,070), reflecting the cost to upgrade to Windows 10 and replacement of an old internet router; an increase in Directors’ fees from ($11,000) to ($14,500); a decrease in the gain on Foreign exchange from ($7,411) to ($557); a decrease in Consulting Fees from ($1,125) to ($900), reflecting fees paid to Victor Eng for activities not related to the Morrison project; a gain on disposal of a fixed asset (old truck traded in) for a gain of ($6,491); and an increased cost for WCB in the amount of ($850) on the deemed income from the exercise of options by a director.

Year Ended 1/31/2019 vs. Year Ended 1/31/2018

The net loss for the year ended January 31, 2019 was ($283,552), or ($0.02) per share, compared to a loss of ($400,029), or ($0.03) per share for the year ended January 31, 2018.  The decreased loss in the current year included an increase in Share based payment expense (previously called Stock-based Compensation expense) of ($75,426) compared to ($66,419) in the prior year, with the increase due to a longer term and a higher risk free interest rate in the calculation of the fair value of stock options granted which vested on granting in June 2018; a decrease in Professional Fees from ($69,942) to ($46,800), reflecting the reduced cost for legal fees in regards to the Freedom of Information  (FOI) requests and other legal matters; a reduced amount in 2019 for accounting/management services provided by Ruth Swan; an increase in Office Rent from ($77,444) to ($79,172); an increase in Travel costs from ($10,599) to ($15,848), reflecting a small increase in activity since the denial in October 2012; a decrease in Shareholder information and promotion costs from ($25,395) to ($22,430), reflecting the decrease in activity; a decrease in Telephone costs from ($4,946) to ($4,889), due to a service call in the prior year; a decrease in Depreciation from ($3,596) to ($3,045); a decrease in Filing and Transfer agents fees from ($29,198) to ($19,849), due to the private placement fees in the prior year; an increase in Finance income from $704 to $811; a decrease in Office and miscellaneous from ($16,658) to ($12,190), reflecting decreased need for supplies; a decrease in Directors’ fees from ($11,500) to ($11,000); an increase in the gain on Foreign exchange from ($1,880) to $7,411; and a decrease in Consulting Fees from ($20,900) to ($1,125), reflecting fees paid to Victor Eng and a reduction in fees paid to Erik Tornquist for activities not related to the Morrison project.

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Critical Accounting Policies and Estimates

Management is required to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.  On a regular basis, management evaluates its estimates and assumptions.  The estimates are based on historical experience, past results, and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form that basis for making judgments about the carrying values of assets, including mineral properties, and liabilities that are not readily apparent from other sources.  Actual results may differ from these estimates due to events or circumstances which may be beyond the control of the Company.

The financial statements have been prepared in accordance with International Accounting Standard (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and Interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”).

The Company’s financial statements have been prepared on a historical cost basis except for certain financial instruments which are stated at fair value.

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

(a)

Foreign currency translation

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

(b)

Cash and cash equivalents

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

(c)

Mineral property interests and Exploration and evaluation assets

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

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

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

(d)

Impairment

(i)

Financial assets

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

(ii)

Non-financial assets

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

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

·

Exploration rights have / will expire in the near future;

·

No future substantive exploration expenditures are budgeted;

·

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

·

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

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

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

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

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

(e)

Restoration and close down provision

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

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

The Company has determined that it has no additional restoration obligations as at January 31, 2021.

(f)

Equipment, vehicles and furniture

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

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

(g)

Option based payments

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

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(h)

Private Placement Unit Offerings

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

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

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

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

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

(i)

Loss per share

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

The weighted average number of common shares outstanding for the year ended January 31, 2021 does not include the nil (2020 – nil) warrants outstanding and the 2,975,000 (2020 – 2,975,000) stock options outstanding as the inclusion of these amounts would reduce the loss per share amount and are therefore considered anti-dilutive.

(j)

Income taxes

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

(i)

Current tax

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

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(ii)

Deferred tax

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

Deferred tax liabilities:

·

are generally recognized for all taxable temporary differences;

·

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

·

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

Deferred tax assets:

·

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

·

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

(k)

Financial Instruments

The Company adopted IFRS 9 Financial Instruments effective February 1, 2018.  Under IFRS 9, the Company recognizes all financial assets initially at fair value and classifies them into one of the following measurement categories: fair value through profit or loss (“FVTPL”), fair value through other comprehensive (“FVTOCI”) or amortized cost, as appropriate.  On adoption of IFRS 9, there was no accounting impact to the financial statements and there were no changes in the carrying values of any of the Company’s financial assets.

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

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

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

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

Financial Asset or Liability	Category
Cash and cash equivalents	amortized cost
Receivables	amortized cost
Reclamation deposits	amortized cost
Accounts payable and accrued liabilities	amortized cost
Amounts owing to related parties	amortized cost

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

·

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

·

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

·

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

(l)

Equity Instruments

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

(m)

Leases

The Company adopted IFRS 16 on February 1, 2019.  IFRS 16 introduced a single on-balance sheet accounting model for lessees which replaced IAS 17.  Leasing activity for the Company typically involves the lease of office space.  The Company previously classified leases as either operating or finance leases.  The Company elected not to apply the requirements to short-term leases, as permitted in the Recognition exemptions.

For the fiscal year ended January 31, 2021, the Company held a twelve month rental lease for the office premises space.  The payments made under the rental contract total $87,928 (2020 - $78,558) for the fiscal year.  This amount shows on the Statement of Comprehensive Loss as Office Rent.

Another 12 month rental agreement for the office space has been signed for the fiscal year ending January 31, 2022.  The payments for the rental amount to a total of $90,930 for the fiscal year.  This amount will show on the Statement of Comprehensive Loss as Office Rent.

(n)

Provisions

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

(o)

Finance costs

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

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Recently adopted accounting standards, and accounting standards issued but not yet effective

There are no new standards issued but not yet effective as of January 31, 2021, that are expected to have a material impact to the Company's financial statements.

(a)

Adoption of IAS 1 and 8 - Presentation of financial statements

The Company adopted IAS 1 and 8 on February 1, 2020. IAS 1 and 8 provide clarification on the definition of materiality and how it should be applied.  The amendments also align the definition of material across International Financial Reporting Standards and other publications.  There was no impact on the Company's financial statements.

Liquidity and Capital Resources

The Company’s working capital position as of January 31, 2021, the end of the most recent fiscal year, was $1,534,315.  Subsequent to the year end through May 27, 2021, the Company has not issued any common shares pursuant to a private placement or to the exercise of stock options or to the exercise of warrants.  The Company’s current working capital and proceeds from the anticipated exercises of options are expected to be sufficient for the fiscal 2021 unless the Company begins the planning and or construction phase of the Morrison project.  Budgeted amounts of $100,000 for the ongoing work on the Morrison project and fiscal 2022’s estimated General and Administrative expenses of $600,000 (of which approximately $11,000 are non cash items).

Although the Company expects to have sufficient working capital for its planned property expenditures and general and administrative expenses for fiscal 2022, the Company has no cash flow from operations, and additional funds will likely be required for fiscal 2023 when the Company proceeds with the next phase in the Morrison project.  The Company’s ability to continue as a going concern depends upon its ability to raise additional funds to meet its business objectives.  If the Company is unable to raise additional funds to meet its requirements, it may be forced to suspend the work process, or cease operations altogether.

Additional funding will be necessary to fund any development on the Morrison Project.  Specific funding requirements are dependent upon the mine plans of the feasibility study and at this time management cannot predict the amount of funds needed or the timing of any equity and/or debt financings.

The Company has financed its operations through the issuance of common shares.  The following private placements have been completed in the last 5 fiscal years.

Table No. 4

Private Placements

Fiscal Year Ended January 31	Type of Share Issuance	Number of Common Shares Issued	Price	Total Proceeds
2017	Private Placement	581,000	$ 1.00	$581,000
2018	Private Placement	1,015,502	$ 0.50	$507,751
	Private Placement	560,063	$ 0.80	$448,050
2019	None	Nil	Nil	Nil
2020	None	Nil	Nil	Nil
2021	None	Nil	Nil	Nil

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Year Ended January 31, 2021

The Company’s Working Capital as of January 31, 2021 was $1,534,315.  During the year, Operating Activities used cash of ($406,622).  In addition to the fiscal year’s net loss of ($643,227), other non-cash charges included Share-based payments expense of ($221,193) and Amortization of ($16,673).  Changes in non-cash working capital items included decrease in Receivables of $540, decrease in Prepaids and Deposits of $756, decrease in amounts owing to related parties of ($5,220), and increase in Accounts Payable and Accrued Liabilities of $2,663.  Investing Activities used no cash.  Financing Activities provided no cash.

During the year, the Company issued no common shares pursuant to exercise of warrants or exercise of options.

Year Ended January 31, 2020

The Company’s Working Capital as of January 31, 2020 was $1,939,676.  During the year, Operating Activities used cash of ($501,284).  In addition to the fiscal year’s net loss of ($1,061,028), other non-cash charges included Share-based payments expense of ($545,662) and Amortization of ($10,586).  Changes in non-cash working capital items included increase in Receivables of ($641), increase in Prepaids and Deposits of $10,646, increase in amounts owing to related parties of ($16,507), and decrease in Accounts Payable and Accrued Liabilities of $1,724).  Investing Activities used cash of ($70,864), which included cash used for Deferred Exploration of ($10,540), gained from the Disposal of equipment, vehicles or furniture of $2,309 and purchase of Equipment, Vehicles or Furniture of ($62,633).  Financing Activities provided cash of $1,895,565, with the entire amount from the Issuance of Capital Stock.

During the year, the Company issued 1,575,565 common shares pursuant to exercise of warrants for proceeds of $1,575,565 and 320,000 common shares pursuant to exercise of options for proceeds of $320,000.

Year Ended January 31, 2019

The Company’s Working Capital as of January 31, 2019 was $619,755.  During the year, Operating Activities used cash of ($195,256).  In addition to the fiscal year’s net loss of ($283,552), other non-cash charges included Share-based payments expense of ($75,426) and Amortization of ($3,045).  Changes in non-cash working capital items included decrease in Receivables of $3,118, decrease in Prepaids and Deposits of ($4,459), increase in amounts owing to related parties of ($13), and increase in Accounts Payable and Accrued Liabilities of ($2,235).  Investing Activities used cash of ($10,132), which included cash used for Deferred Exploration of ($10,132), and purchase of Equipment, Vehicles or Furniture of ($nil).  Financing Activities provided cash of $73,500, with the entire amount from the Issuance of Capital Stock.

During the year, the Company issued 73,500 common shares pursuant to exercise of warrants for proceeds of $73,500.

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Variation in Operating Results

The Company derives finance (previously called interest) income on its bank deposits, which depend on the Company's ability to raise funds.

Management periodically, through the exploration process, reviews results both internally and externally through mining related professionals.  Decisions to abandon, reduce or expand exploration efforts is based upon many factors including general and specific assessments of mineral deposits, the likelihood of increasing or decreasing those deposits, land costs, estimates of future mineral prices, potential extraction methods and costs, the likelihood of positive or negative changes to the environment, permitting, taxation, labor and capital costs.  There cannot be a pre-determined hold period for any property as geological or economic circumstances render each property unique.

The Company's financial statements are stated in Canadian Dollars (CDN$) and are prepared in accordance with International Financial Reporting Standards for fiscal years ended January 31, 2021 and 2020.  The value of the Canadian Dollar in relationship to the US Dollar was $1.28 as of January 31, 2021.

Research and Development

The Company conducts no Research and Development activities, nor is it dependent upon any patents or licenses.

Trend Information

The Company knows of no trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the Company’s operations or financial condition.

Off-Balance Sheet Arrangements

Under the Agreement with Noranda (now Falconbridge Ltd., a unit of Xstrata Plc.) dated April 19, 2004, the Company is obligated to issue 250,000 common shares at a minimum fair-value of $1,000,000 to Falconbridge on or before commencement of commercial production.  If at the time of issuance the Company’s common share price is below $4.00 per share, the Company is obligated to pay, in cash, the difference between $1,000,000 and the value of the 250,000 common shares issued.  This amount is figured by the average trading price which is less than $4.00 per share multiplied by 250,000 common shares.

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

Tabular Disclosure of Contractual Obligations

The Company currently owns a 100% interest in the Morrison Property.  The Company’s remaining contractual obligation to Falconbridge is to issue 250,000 common shares at a minimum fair-value of $1,000,000 to Falconbridge on or before commencement of commercial production as discussed under “Off-balance Sheet Arrangement” above.

The Company leases its Vancouver office, which runs through January 31, 2022.

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Table No. 5

Contractual Obligations

As of February 1, 2021

	Payments due by period
	Total	less than 1  year	1 – 3 years	3 – 5  Years	more  than 5  years
Long-Term Debt Obligations	None	None	None	None	None
Capital Lease Obligations	None	None	None	None	None
Operating Lease Obligations	$90,930	$90,930	None	None	None
Purchase Obligations	None	None	None	None	None
Other Long-Term Liabilities	None	None	None	None	None

Item 6.  Directors, Senior Management and Employees

Table No. 6 lists as of May 14, 2021 the names of the Directors of the Company.  The Directors have served in their respective capacities since their election and/or appointment and will serve until the next Annual General Meeting or until a successor is duly elected, unless the office is vacated in accordance with the Articles/By-Laws of the Company.  At the Annual General Meeting of Shareholders held on June 18, 2020, all the Directors were re-elected for the next year.  All Directors are citizens of Canada except Gregory Anderson and Dr. Dennis Simmons, who are citizens of the United States.

Table No. 6

Directors

Name	Age	Date First Elected/Appointed
Gregory Anderson	65	June 24, 2005
William Deeks	88	March 17, 1997
Victor Eng	61	July 22, 2015
John J. Plourde	77	December 30, 1999
Dr. Dennis Simmons	69	November 29, 2006
Erik Tornquist	73	June 24, 2005
William F. Webster	77	June 24, 2005

Table No. 7 lists, as of May 14, 2021, the names of the Executive Officers of the Company.  The Executive Officers serve at the pleasure of the Board of Directors.  All Executive Officers are citizens of Canada.

Table No. 7

Executive Officers

Name	Position	Age	Date of Appointment
John Plourde	President and CEO	77	December 16, 2013
Ruth Swan	Chief Financial Officer	64	April 20, 2006

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John Plourde was named President and Chief Executive Officer on December 16, 2013 and a Director of the Company on December 30, 1999.  Mr. Plourde has over 30 years of investor relations and fund raising experience with various public companies.  Mr. Plourde also handles investor relations for the Company. Mr. Plourde spends approximately 100% of his time on the Company’s affairs.

Gregory Anderson was named a Director of the Company at the Annual & General Meeting held on June 24, 2005 and held the office of President and Chief Executive Officer from June 24, 2005 to December 16, 2013.  Mr. Anderson’s background includes corporate finance, investment and brokerage experience, including the last 23 years in mining company finance.  From 1997 until his appointment as a director with the Company, he owned GR Consulting, a private corporate consulting business, and assisted the Company with corporate finance and investor relations.  Mr. Anderson currently spends approximately 5% of his time on the Company’s affairs.

Ruth Swan was named Chief Financial Officer of the Company on April 20, 2006.  She has over 30 years of bookkeeping experience, with more than 20 years in the resource sector.  She has operated a bookkeeping service since 1986 and since 1996 has provided bookkeeping & financial reporting services to Pacific Booker, and spends approximately 75% of her time on the Company’s affairs.

William Deeks, B.A.Sc., P.Eng., has extensive experience in the mining industry. He is a former senior vice-president of Noranda, Inc. and retired from Noranda in 1992 as Senior Vice-President, Global Business, although he continued as a part-time consultant for Noranda for International Affairs until 1996.  He is a past Chairman of the Business Industry Advisory Committee to the Organization for Economic Cooperation and Development, Paris and Chairman of Charles Tennant & Company (Canada) Limited, a chemical distributor.  He served as the Company’s representative to the Mining Association of Canada, and on the Association’s 2004 “Towards Sustainable Mining (TSM) Governance” Committee, and was Chair of the 2005 “Trade Policy” Committee.  Mr. Deeks is retired, but spends approximately 5% of his equivalent time on the Company’s affairs.

Victor Eng, Registered Professional Forest Technician, Director, has over 28 years’ experience in contract implementation.  He began his technician experience with the BC Forest Service in Hazelton, BC and later moved to Vernon to work for Riverside Forest Products Ltd. (now Tolko Industries).  He is currently is employed as a contract implementation consultant.  He spends approximately 5% of his time on the Company’s affairs.

Dr. Dennis Simmons is Dentist in private practice, General Dentistry.  He received his BS, D.D.S from the University of Minnesota in 1972.  He is a member of the American Dental Association, Academy of General Dentistry, American Academy of Cosmetic Dentistry, American Academy of Implant Dentistry, International Congress of Oral Implantology, and Academy of Laser Dentistry.  Dr. Simmons spends approximately 5% of his time on the Company’s affairs.

Erik A. Tornquist is an Applied Science Technologist with over 30 years of experience in Natural Gas Operations, Engineering, International Project Management, Human Resources and Training.  He has held various management positions with Terasen Gas and Terasen International, most recently as Vice-President of Human Resources and Training for Canadian Energy Services in the Sultanate of Oman.  Mr. Tornquist has completed the PUBCO course for establishing and managing public companies at Simon Fraser University.  He was working on the Company’s Morrison project, and currently devotes approximately 5% of his time to the Company’s affairs.

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William F. Webster has 40 years of experience in financial management, investment sales and corporate finance.  He held financial positions with several major Canadian bank and brokerage firms from 1965 to 1997.  Since 1997, he has been self-employed with his own private companies, including market investor, resource developer and property manager.  He devotes approximately 5% of his time to the Company’s affairs, with the remainder of his time spent on his self-employed business pursuits.

No Director and/or Executive Officer has been the subject of any order, judgment, or decree of any governmental agency or administrator or of any court or competent jurisdiction, revoking or suspending for cause any license, permit or other authority of such person or of any corporation of which he is a Director and/or Executive Officer, to engage in the securities business or in the sale of a particular security or temporarily or permanently restraining or enjoining any such person or any corporation of which he is an officer or director from engaging in or continuing any conduct, practice, or employment in connection with the purchase or sale of securities, or convicting such person of any felony or misdemeanor involving a security or any aspect of the securities business or of theft or of any felony.

There are no arrangements or understandings between any two or more Directors or Executive Officers, pursuant to which he was selected as a Director or Executive Officer.  No members of the Board of Directors are related.

COMPENSATION

At the Annual Meeting held on June 26, 2006, the Company agreed to compensate those directors “not actively involved” with Company operations $500 per meeting which they attend, retroactive to June 24, 2005, in their capacity as Directors.  Certain Directors have been compensated for consulting and expert services during the most recently completed fiscal year.

At the Company’s Annual General Meeting of Shareholder’s held on June 18, 2020, shareholders approved the adoption of the Company’s new Stock Option Plan dated 2020 (the “Plan”).  The purpose of the Plan is to assist the Company in compensating, attracting, retaining and motivating personnel, including directors, officers and service providers.  The Plan is discussed in ITEM #10, "Stock Options".

Table No. 8 sets forth the compensation paid to the Company’s executive officers and members of its administrative body during the last three fiscal years.

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Table No. 8

Summary Compensation Table

All Figures in Canadian Dollars unless otherwise noted

Name		Fiscal Year	Salary	Options Granted	Directors’ Fees	Other Compensation
Gregory Anderson Former CEO, President Current Director		2021 2020 2019	None None None	0 0 0	$2,500 $2,500 $2,500	None None None
John Plourde, Current CEO, President Director		2021 2020 2019	None None None	700,000 700,000 0	None None None	$132,000 (1) $231,000 (1) None
Ruth Swan, Chief Financial Officer and Corporate Secretary		2021 2020 2019	None None None	0 0 100,000	N/A N/A N/A	$40,725 (2) $42,313 (2) $25,560 (2)
William Deeks Chairman and Director		2021 2020 2019	None None None	0 0 0	$2,500 $4,000 $3,000	None None None
Victor Eng Director		2021 2020 2019	None None None	0 0 0	None None None	$675 (3) $900 (3) $1,125 (3)
Mark Gulbrandson, Former Director		2019	None	0	None	None
Dr. Dennis Simmons, Director		2021 2020 2019	None None None	0 0 0	$3,000 $4,000 $2,500	None None None
Erik Tornquist, Director		2021 2020 2019	None None None	0 0 0	None None None	None None None
William Webster, Director		2021 2020 2019	None None None	0 0 0	$3,000 $4,000 $3,000	None None None
(1)	The “Other Compensation” listed for John Plourde, Current President and CEO and Director, relates to investor relations work performed for the Company.
(2)	The “Other Compensation” for Ruth Swan, Chief Financial Officer, is for accounting and management services.
(3)	The “Other Compensation” listed for Victor Eng, Director, is for consulting services related to overhead activities.

No funds were set aside or accrued by the Company during Fiscal 2021 to provide pension, retirement or similar benefits for Directors or Executive Officers.

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Staffing

The Company currently has no employees and 2 executive officers.

The Company contracts for certain services, including investor relations and bookkeeping, as well as exploration personnel and camp support services, as needed.

Share Ownership

The Registrant is a publicly owned Canadian corporation, the shares of which are owned by U.S. residents, Canadian residents and other foreign residents.  The Registrant is not controlled by another corporation as described below.

Table No. 9 lists, as of May 14, 2021, Directors and Executive Officers who beneficially own the Registrant's voting securities and the amount of the Registrant's voting securities owned by the Directors and Executive Officers as a group.

Table No. 9

Shareholdings of Directors and Executive Officers

Title of Class	Name of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class
Common	John Plourde (1)	1,540,879	8.63%
Common	Ruth Swan (2)	360,108	2.11%
Common	Gregory Anderson (3)	330,029	1.93%
Common	William Deeks (4)	345,348	2.03%
Common	Victor Eng (5)	154,765	0.92%
Common	Dennis Simmons (6)	715,619	4.17%
Common	Erik Tornquist (7)	514,060	3.00%
Common	William Webster	280,860	1.68%
	Total Directors/Officers	4,241,668	21.59%

(1)	Of these shares, 1,085,000 represent currently exercisable share purchase options.
(2)	Of these shares, 330,000 represent currently exercisable share purchase options.
(3)	Of these shares, 325,000 represent currently exercisable share purchase options.
(4)	Of these shares, 275,000 represent currently exercisable share purchase options.
(5)	Of these shares, 100,000 represent currently exercisable share purchase options.
(6)	Of these shares, 375,000 represent currently exercisable share purchase options.
(7)	Of these shares, 385,000 represent currently exercisable share purchase options.

Based upon 16,766,969 shares outstanding as of May 14, 2021 and stock options and warrants held by each beneficial holder exercisable within sixty days as detailed in Table Number 12, “Stock Options Outstanding” below.

Board Practices

The Board of Directors currently has 5 committees.  These are the Audit and Finance Committee, the Corporate Governance Committee, the Disclosure Committee, the Compensation Committee and the Independent Directors Committee.

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The Audit and Finance Committee assists the Board in fulfilling its responsibility for the oversight and quality and integrity of the accounting, auditing, reporting practices, systems of internal accounting and financial controls, the annual independent audit, and the legal and compliance and ethics programs of the CFO as established by management and the Board.  The Committee is required to approve the financial reports quarterly and to meet once per year and shall consist of at least three directors, the majority of whom will be non-officers.  The Committee currently consists of William Deeks, Dennis Simmons, and William Webster.

The Corporate Governance Committee identifies individuals qualified to become board members, recommend director nominees for each annual meeting, recommend to the Board a set of corporate governance standards in the conduct and the business and affairs of the Company, and develop and oversee the annual Board and Board Committee evaluation process.  The Committee shall consist of at least 2 Directors, and currently consists of William Deeks, Dennis Simmons, and William Webster.

The Disclosure Committee reviews the required disclosure documents and that the Company is meeting all applicable disclosure rules and regulations within the time periods specified.  The Committee’s duties include the review and completion of the Form 20-F Annual Report to be filed 4 months after the Company’s fiscal year end.  The Disclosure Committee currently consists of William Webster and John Plourde.

The Compensation Committee recommends and reviews the amount of compensation paid to management and directors.  The Committee also administers the equity compensation plans and proposes the granting of incentive stock options for review and approval by the Board.  The Committee prepares the report on annual compensation for the proxy statement and any other report required by law.  The Compensation Committee currently consists of William Deeks, Dennis Simmons, and William Webster.

The Independent Directors Committee has the responsibility for reviewing the activities and conduct of management directors and other committees; issuing recommendations to management in regards to matters of concern on behalf of the shareholders and performing such other duties as may be assigned to it by the Board or as may be required by applicable regulatory authorities or legislation  The Independent Directors Committee currently consists of William Deeks, Dennis Simmons, and William Webster.

Item 7.  Major Shareholders and Related Party Transactions

The Company is aware of one persons/companies who beneficially own 5% or more of the Registrant's voting securities.  Table No. 10 lists as of May 14, 2021, the persons and/or companies holding 5% or more beneficial interest in the Company’s outstanding common stock.

Table No. 10

5% or Greater Shareholders

Title of Class	Name of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class
Common	John Plourde (1)	1,540,879	8.63%

(1) Of these shares, 1,085,000 represent currently exercisable share purchase options.

Based upon 16,766,969 shares outstanding as of May 14, 2021 and stock options and warrants held by each beneficial holder exercisable within sixty days.

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No shareholders of the Company have different voting rights from any other shareholder.

INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS

John Plourde, current President, CEO and Director, was paid $132,000 in fiscal 2021 (2020 - $231,000, 2019 - $nil) for Investor Relations activities.

Item 8.  Financial Information

The financial statements as required under ITEM #8 are attached hereto and found immediately following the text of this Annual Report.  The audit report of MNP LLP, Chartered Professional Accountants, is included herein immediately preceding the financial statements and schedules.

There have been no significant changes of financial condition since the most recent financial statements dated January 31, 2021.

Item 9.  Offer and Listing of Securities

As of January 31, 2021, the authorized capital of the Company consisted of 100,000,000 common shares. There were 16,766,969 common shares issued and outstanding as of May 14, 2021.

NATURE OF TRADING MARKET

The Company's common shares are issued in registered form and the following information is taken from the records of Computershare Trust Company of Canada.  Computershare is located at 510 Burrard Street, 3^rd Floor, Vancouver, British Columbia, V6C 3B9.

On April 30, 2021, the shareholders' list for the Company's common shares showed 104 registered shareholders, including depositories, and 16,766,969 shares issued and outstanding.  Of the total shareholders, 65 are resident in Canada holding 12,246,928 common shares representing 73.04% of the total shares outstanding; 39 shareholders are resident in the United States holding 4,520,041, or 26.96% of the total shares outstanding; and no shareholders are resident in other nations.

The Company's common shares are not registered to trade in the United States in the form of American Depository Receipts (ADR's) or similar certificates.

The Company has not declared any dividends on its common shares for the last five years and does not anticipate that it will do so in the foreseeable future.  The present policy of the Company is to retain future earnings, if any, for use in its operations and the expansion of its business.

The Company's common shares trade on the TSX Venture Exchange in Vancouver, British Columbia, Canada under the stock symbol is “BKM”.  The Company formerly traded on the NYSE MKT (now NYSE American) Exchange in New York, New York, under the symbol “PBM” until its voluntary delisting on April 29, 2016 when the stock began trading Over-the-Counter under the symbol “PBMLF”. The CUSIP number is 69403R108.

Table No. 11a lists the high, low and closing sales prices on the TSX Venture Exchange for the Company's common shares for the most recent six months, the last sixteen fiscal quarters, and the last 5 fiscal years.  There have been no significant trading suspensions of the Company’s common stock during the prior three years.

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Table No. 11a

TSX Venture Exchange

Common Shares Trading Activity

	- Sales -
	Canadian Dollars
Period	High	Low	Close
April 2021	$  2.00	$  1.80	$  2.00
March 2021	2.40	1.73	1.99
February 2021	2.47	1.75	1.80
January 2021	2.30	2.00	2.17
December 2020	2.20	1.90	2.00
November 2020	2.50	1.33	2.15
Three Months Ended  4/30/21	$  2.47	$  1.73	$  2.00
Three Months Ended  1/31/21	2.50	1.33	2.17
Three Months Ended  10/31/20	2.30	1.34	1.59
Three Months Ended  7/31/20	2.60	1.50	2.41
Three Months Ended  4/30/20	$  2.39	$  1.12	$  1.60
Three Months Ended  1/31/20	2.87	1.42	2.03
Three Months Ended  10/31/19	3.33	1.45	2.36
Three Months Ended  7/31/19	4.10	1.23	1.57
Three Months Ended  4/30/19	$  3.00	$  1.21	$  3.00
Three Months Ended  1/31/19	1.50	0.72	1.41
Three Months Ended  10/31/18	1.07	0.65	0.77
Three Months Ended  7/31/18	1.22	0.77	1.06
Three Months Ended  4/30/18	$  1.35	$  1.00	$  1.01
Three Months Ended  1/31/18	1.35	0.70	1.25
Three Months Ended  10/31/17	1.44	0.47	0.96
Three Months Ended  7/31/17	0.92	0.42	0.455
Fiscal Year Ended 1/31/21	$  2.60	$  1.12	$  2.17
Fiscal Year Ended 1/31/20	4.10	1.21	2.03
Fiscal Year Ended 1/31/19	1.50	0.65	1.41
Fiscal Year Ended 1/31/18	1.44	0.42	1.25
Fiscal Year Ended 1/31/17	1.95	0.63	0.86

Table No. 11b lists the high, low and closing sales prices on the NYSE MKT (now NYSE American) Exchange for the Company's common shares for the most recent six months, the last twelve fiscal quarters, and the last 4 fiscal years until the Company’s voluntary delisting on April 29, 2016.

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Table No. 11b

NYSE MKT Stock Exchange

Common Shares Trading Activity

	- Sales -
	United States Dollars
Period	High	Low	Close
April 2016	$   0.91	$   0.45	$   0.65
March 2016	1.20	0.79	0.87
February 2016	1.42	1.08	1.08
January 2016	1.61	1.20	1.29
December 2015	1.75	1.37	1.47
November 2015	1.88	1.39	1.49
Three Months Ended   4/30/16	$   1.42	$   0.45	$   0.65
Three Months Ended   1/31/16	1.88	1.20	1.29
Three Months Ended 10/31/15	1.93	1.05	1.57
Three Months Ended   7/31/15	4.56	1.04	1.43
Three Months Ended   4/30/15	$   5.76	$   4.05	$   4.30
Three Months Ended   1/31/15	4.85	3.19	4.47
Three Months Ended 10/31/14	4.80	3.11	3.50
Three Months Ended   7/31/14	5.52	4.06	4.59
Three Months Ended   4/30/14	$  6.69	$  4.79	$  4.90
Three Months Ended   1/31/14	8.20	3.44	6.17
Three Months Ended 10/31/13	5.49	3.73	4.09
Three Months Ended   7/31/13	4.95	1.71	4.50
Fiscal Year Ended 1/31/16	$   4.56	$   0.45	$   0.65
Fiscal Year Ended 1/31/15	6.69	3.11	4.47
Fiscal Year Ended 1/31/14	8.20	1.71	6.17
Fiscal Year Ended 1/31/13	15.40	2.95	5.35

Table No. 12 lists, as of May 14, 2021, share purchase warrants outstanding, the exercise price, and the expiration date of the share purchase warrants.

Table No. 12

Share Purchase Warrants Outstanding

Number of Share Purchase Warrants Outstanding	Exercise Price/share	Expiration Date
none	nil	n/a

American Depository Receipts.  Not applicable.

Other Securities to be Registered. Not applicable

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The TSX Venture Exchange

The Company's common stock is currently listed and trading on the TSX Venture Exchange (“TSX-V”).

The TSX-V was created through the acquisition of the Canadian Venture Exchange by the Toronto Stock Exchange.  The Canadian Venture Exchange was a result of the merger between the Vancouver Stock Exchange and the Alberta Stock Exchange which took place on November 29, 1999.  On August 1, 2001, the Toronto Stock Exchange completed its purchase of the Canadian Venture Exchange from its member firms and renamed the Exchange the TSX Venture Exchange.  The TSX-V currently operates as a complementary but independent exchange from its parent.

The initial roster of the TSX-V was made up of venture companies previously listed on the Vancouver Stock Exchange or the Alberta Stock Exchange and later incorporated junior listings from the Toronto, Montreal and Winnipeg Stock Exchanges.  The TSX-V is a venture market as compared to the TSX Exchange which is Canada’s senior market and the Montreal Exchange which is Canada’s market for derivatives products.

The TSX-V is a self-regulating organization owned and operated by the TMX Group.  It is governed by representatives of its member firms and the public.

The TMX Group acts as a business link between TSX Venture Exchange members, listed companies and investors.  TSX-V policies and procedures are designed to accommodate companies still in their formative stages and recognize those that are more established.  Listings are predominately small and medium sized companies.

Regulation of the TSX Venture Exchange, its member firms and its listed companies is the responsibility of Investment Industry Regulatory Organization of Canada ("IIROC").  IIROC is a not-for-profit, independent Canadian self-regulatory organization that, among other things, oversees trading in exchanges and marketplaces.

IIROC administers, oversees and enforces the Universal Market Integrity Rules (“UMIR”).  To ensure compliance with UMIR, IIROC monitors real-time trading operations and market-related activities of marketplaces and participants, and also enforces compliance with UMIR by investigating alleged rule violations and administering any settlements and hearings that may arise in respect of such violations.

Investors in Canada are protected by the Canadian Investor Protection Fund (“CIPF”).  The CIPF is a private trust fund established to protect customers in the event of the insolvency of a member of any of the following Self-Regulatory Organizations: the TSX Venture Exchange, the Montreal Exchange, the TSX, the Toronto Futures Exchange and the IIROC.

United States Market

The Company’s common shares currently trade Over-the-Counter under the symbol “PBMLF”.  The shares formerly traded on the NYSE MKT (now NYSE American) Exchange under the symbol “PBM”.  The shares began trading on the exchange on August 8, 2007 and ceased trading on April 29, 2016 upon the Company’s’ voluntary delisting.

LEGAL PROCEEDINGS

The Company knows of no active or pending proceedings against anyone that might materially adversely affect an interest of the Company.

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Item 10.  Additional Information

Share Capital

The Company has financed its operations through the issuance of common shares through private placement, the exercise of warrants issued in the private placements, and the exercise of stock options. The changes in the Company’s share capital during the last 3 fiscal years are as follows:

No common shares were issued pursuant to a private placement or to the exercise of warrants or for the exercise of stock options in Fiscal 2021, ended January 31, 2021.

During Fiscal 2020, ended January 31, 2020, the Company issued 1,575,565 common shares pursuant to exercise of warrants for total proceeds of $1,575,565 and 320,000 common shares pursuant to exercise of options for total proceeds of $320,000.

No common shares were issued pursuant to private placements in Fiscal 2020.

During Fiscal 2019, ended January 31, 2019, the Company issued 73,500 common shares pursuant to exercise of warrants for total proceeds of $73,500.

No common shares were issued pursuant to a private placement or for the exercise of stock options in Fiscal 2019.

Shares Not Representing Capital

-No Disclosure Necessary-

Shares Held By Company

-No Disclosure Necessary-

Stock Options

Stock Options to purchase securities from Registrant can be granted to Directors and Employees of the Company on terms and conditions acceptable to the regulatory authorities in Canada, notably the TSX Venture Exchange (the “Exchange”).

At the Company’s Annual General and Special Meeting held on June 18, 2020, Shareholders approved a new Stock Option Plan dated 2020 (“The Plan”).  Under the Plan, the Company may issue Stock options for up to 20% of the common shares outstanding at the effective date of the Plan, or 3,353,393 common shares.  The Plan provides that eligible persons thereunder include any director, officer, employee (full or part-time), consultant or management company employee of the Company or any affiliate of the Company designated by the directors under the Plan.  The definition of consultant is the same as that contained in the policies of the Exchange.

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The Plan will be administered by the board of directors or a committee thereof.  The board of directors will have the authority to determine, among other things, the persons to whom options are granted and the number of such options.  At the time an option is granted, the board will also determine the exercise price of the option which, subject to a minimum price of $0.10, shall be equal to the closing price of the common shares on the Exchange on the day immediately preceding the date of grant, and any vesting criteria or other restrictions with respect to the exercisability of the option.  At a minimum, unless the approval of the Exchange is received, Options issued to Eligible Persons performing Investor Relations Activities must vest in stages over 12 months with no more than one-quarter of the Options vesting in any three month period.  Subject to any restrictions contained in the Plan, the board may also impose such other terms and conditions as it shall deem necessary or advisable at the time of grant.

The term of the options will be determined by the board, but in any case must be no more than ten years from the date of grant.  Options are not transferable other than by will or the laws of descent and distribution.  If an optionee ceases to be an eligible person for any reason whatsoever, other than death or disability, the option (to the extent that it has vested at the time of termination) will terminate at the end of the period of time permitted for exercise of the Option (such period of time to not be in excess of six months), to be determined by the Board at the time of the grant of an Option, and be of no further force and effect.  If an optionee dies or is disabled, the optionee (or the legal representative of the optionee) may exercise the option (to the extent that it has vested) until the earlier of the first anniversary of the date of death or disability and the option’s expiration date.

The Plan provides that the maximum number of common shares which may be reserved for issuance to any participant pursuant to options may not exceed 5% of the common shares outstanding at the time of grant (on a non-diluted basis) less the aggregate number of common shares reserved for issuance to such person under any other option to purchase common shares under any other share compensation arrangement.  Under the Plan, the maximum number of common shares that may be issued to any participant, or to one insider and the insider’s associates, within a one year period pursuant to option exercises may not exceed 5% of the outstanding issue.

The maximum number of common shares which may be reserved for issuance to all the insiders of the Company pursuant to share options is limited to 20% of the common shares outstanding at the time of the grant (on a non-diluted basis) less the aggregate number of common shares reserved for issuance to insiders under any other share compensation arrangement.

A copy of the Plan has been filed as an exhibit to this Annual Report.

The names and titles of the Directors/Executive Officers of the Registrant to whom outstanding stock options have been granted and the numbers of common shares subject to such options are set forth in Table No. 13 as of May 14, 2021, as well as the number of options granted to Directors and all employees as a group.

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Table No. 13

Stock Options Outstanding

Name	Total Number of Options Held	Total Number of Options Vested or Vesting Within 60 Days	CDN$ Exercise Price	Expiration Date
Gregory Anderson, former President, CEO Director	325,000	325,000	$  1.00	July 18, 2021
John Plourde, President, CEO and Director	700,000 385,000	700,000 385,000	$  3.00 $  1.00	October 31, 2021 July 18, 2021
Ruth Swan, Chief Financial Officer	130,000 100,000 100,000	130,000 100,000 100,000	$  1.00 $  1.00 $   200	July 18, 2021 June 26, 2023 February 23, 2026
William Deeks, Director	275,000	275,000	$  1.00	July 18, 2021
Victor Eng, Director	100,000	100,000	$  1.00	July 18, 2021
Dennis Simmons, Director	375,000	375,000	$  1.00	July 18, 2021
Erik Tornquist, Director	385,000	385,000	$  1.00	July 18, 2021
William Webster, Director	Nil	Nil	N/A	N/A
Total Officers and Directors (8 persons)	2,875,000
Total Employees and Consultants (1 person)	100,000
Total Officers/Directors/Employees And Consultants	2,975,000

Resolutions/Authorization/Approvals

-No Disclosure Necessary-

Memorandum and Articles of Association

The Company was originally incorporated under the Company Act of British Columbia on February 18, 1983.  Due to changes to provincial laws, the Company was required to adopt new Articles of Incorporation under the new British Columbia Corporations Act.  At the Annual General Meeting of Shareholders held on July 16, 2004, the Company adopted amended Articles of Incorporation under the B.C. Corporations Act (the “Act”).

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There are no restrictions on the business the company may carry on in the Articles of Incorporation.

Under the Company’s articles and bylaws a director is not allowed to vote on any transaction or contract with the Company in which has a disclosable interest unless all directors have a disclosable interest in that transaction.

Part 16 of the Company’s bylaws address the duties of the directors, including the borrowing powers.  Directors must manage or supervise the management of the business and affairs of the Company and have the authority to exercise all such powers which are not required to be exercised by the shareholders, or as governed by the Act.

There are no age limit requirements pertaining to the retirement or non-retirement of directors.

A director need not be a shareholder of the Company.

The rights, preferences and restrictions attaching to each class of the Company’s shares are as follows:

Common Shares

The authorized shares of common stock of the Company are of the same class and, once issued, rank equally as to dividends, voting powers, and participation in assets.  Holders of common stock are entitled to one vote for each share held of record on all matters to be acted upon by the shareholders.  Holders of common stock are entitled to receive such dividends as may be declared from time to time by the Board of Directors, in its discretion, out of funds legally available therefore.

Upon liquidation, dissolution or winding up of the Company, holders of common stock are entitled to receive pro rata the assets of Company, if any, remaining after payments of all debts and liabilities.  No shares have been issued subject to call or assessment.  There are no pre-emptive or conversion rights and no provisions for redemption or purchase for cancellation, surrender, or sinking or purchase funds.

The Company may by special resolution, create, define, and attach special rights or restrictions on any shares and by special resolution and by otherwise complying with any applicable provision of its Memorandum or these Articles to vary or abrogate any special rights and restrictions attached to any shares, but no right or special right attached to any issued shares shall be prejudiced or interfered with unless all members holding shares of each affected class consent thereto in writing, or unless a resolution consenting thereto is passed at a separate class meeting of the holders of the shares of each such class by a majority of three-fourths of the rest of such shares.

An annual general meeting shall be held once every calendar year at such time (not being more than 13 months after holding the last preceding annual meeting) and place as may be determined by the Directors. The Directors may, as they see fit, to convene an extraordinary general meeting.  An extraordinary general meeting, if requisitioned in accordance with the Company Act, shall be convened by the Directors or, if not convened by the Directors, may be convened by the requisitionists as provided in the Company Act.

There are no limitations upon the rights to own securities.

There are no provisions that would have the effect of delaying, deferring, or preventing a change in control of the Company.

There is no special ownership threshold above which an ownership position must be disclosed.

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Material Contracts

The Company considers the following as material contracts, which have been entered into by the Company which are currently in effect:

1.

Option Agreement for Hearne Hill and Morrison between Booker Gold (now Pacific Booker Minerals) and Noranda Mining and Exploration (Now Falconbridge Ltd.) dated October 22, 1997.

2.

Agreement between the Company and KCC 167 Holdings Ltd. dated July 4, 1995.

3.

Agreement between the Company and Windbourne International Capital Management Ltd. dated June 15, 1995.

4.

Agreement between the Company and John Paul Stevenson dated November 23, 1998.

5.

Agreement between the Company and Rolland Joseph Menard dated July 9, 2001.

6.

Agreement between the Company and Noranda (Now Falconbridge Ltd.) on the Morrison Property dated April 19, 2004.

7.

2019 Stock Option Plan dated June 27, 2019.

All of the Material Contracts were previously filed as exhibits to the Company’s 20-F Registration Statement except the 2019 Stock Option Plan, which has been filed as an exhibit to the Company’s fiscal 2020 20-F Annual Report.

EXCHANGE CONTROLS AND OTHER LIMITATIONS

AFFECTING SECURITY HOLDERS

Except as discussed in ITEM #9, the Company is not aware of any Canadian federal or provincial laws, decrees, or regulations that restrict the export or import of capital, including foreign exchange controls, or that affect the remittance of dividends, interest or other payments to non-Canadian holders of the common shares.  There are no limitations on the right of non-Canadian owners to hold or vote the common shares imposed by Canadian federal or provincial law or by the charter or other constituent documents of the Company.

The Investment Canada Act (the "IC Act") governs acquisitions of Canadian business by a non-Canadian person or entity.  The IC Act requires a non-Canadian (as defined in the IC Act) making an investment to acquire control of a Canadian business, the gross assets of which exceed certain defined threshold levels, to file an application for review with the Investment Review Division of Industry Canada.  The IC Act provides, among other things, for a review of an investment in the event of acquisition of "control" in certain Canadian businesses in the following circumstances:

1. If the investor is a non-Canadian and is a national of a country belonging to the North American Free Trade Agreement ("NAFTA") and/or the World Trade Organization ("WTO") ("NAFTA or WTO National"), any direct acquisition having an asset value exceeding $179,000,000 is reviewable.  This amount is subject to an annual adjustment on the basis of a prescribed formula in the IC Act to reflect inflation and real growth within Canada.  This threshold level does not apply in certain sections of Canadian industry, such as uranium, financial services (except insurance), transportation services and cultural services (i.e. the publication, distribution or sale of books, magazines, periodicals (other than printing or typesetting businesses), music in print or machine readable form, radio, television, cable and satellite services; the publication, distribution, sale or exhibition of film or video recordings on audio or video music recordings), to which lower thresholds as prescribed in the IC Act are applicable.

2. If the investor is a non-Canadian and is not a NAFTA or WTO National, any direct acquisition having an asset value exceeding $5,000,000 and any indirect acquisition having an asset value exceeding $50,000,000 is reviewable.

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3. If the investor is a non-Canadian and is NAFTA or WTO National, an indirect acquisition of control is reviewable if the value of the assets of the business located in Canada represents more than 50% of the asset value of the transaction or the business is involved in uranium, financial services, transportation services or cultural services (as set forth above).

Finally, certain transactions prescribed in the IC Act are exempted from review altogether.

In the context of the Company, in essence, three methods of acquiring control of a Canadian business are regulated by the IC Act: (i) the acquisition of all or substantially all of the assets used in carrying on business in Canada; (ii) the acquisition, directly or indirectly, of voting shares of a Canadian corporation carrying on business in Canada; or (iii) the acquisition of voting shares of an entity which controls, directly or indirectly, another entity carrying on business in Canada.

An acquisition of a majority of the voting shares of a Canadian entity, including a corporation, is deemed to be an acquisition of control under the IC Act.  However, under the IC Act, there is a rebuttable presumption that control is acquired if one-third of the voting shares of a Canadian corporation or an equivalent undivided interest in the voting shares of such corporation are held by a non-Canadian person or entity.  An acquisition of less than one-third of the voting shares of a Canadian corporation is deemed not to be an acquisition of control.  An acquisition of less than a majority, but one-third or more, of the voting shares of a Canadian corporation is presumed to be an acquisition of control unless it can be established that, on the acquisition, the Canadian corporation is not, in fact, controlled by the acquirer through the ownership of voting shares.  For partnerships, trusts, joint ventures or other unincorporated Canadian entities, an acquisition of less than a majority of the voting interests is deemed not to be an acquisition of control.

In addition, if a Canadian corporation is controlled by a non-Canadian, the acquisition of control of any other Canadian corporation by such corporation may be subject to the prior approval of the Investment Review Division, unless it can be established that the Canadian corporation is not in fact controlled by the acquirer through the ownership of voting shares.

Where an investment is reviewable under the IC Act, the investment may not be implemented unless it is likely to be of net benefit to Canada.  If an applicant is unable to satisfy the Minister responsible for Industry Canada that the investment is likely to be of net benefit to Canada, the applicant may not proceed with the investment.  Alternatively, an acquirer may be required to divest control of the Canadian business that is the subject of the investment.

In addition to the foregoing, the IC Act provides for formal notification under the IC Act of all other acquisitions of control by Canadian businesses by non-Canadian investors.  The notification process consists of filing a notification within 30 days following the implementation of an investment, which notification is for information, as opposed to review, purposes.

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TAXATION

The following summary of the material Canadian federal income tax consequences generally applicable in respect of the common stock reflects the Company’s opinion.  The tax consequences to any particular holder of common stock will vary according to the status of that holder as an individual, trust, corporation or member of a partnership, the jurisdiction in which that holder is subject to taxation, the place where that holder is resident and, generally, according to that holder’s particular circumstances. This summary is applicable only to holders who are resident in the United States, have never been resident in Canada, deal at arm’s length with the Company, hold their common stock as capital property and who will not use or hold the common stock in carrying on business in Canada.  Special rules, which are not discussed in this summary, may apply to a United States holder that is an issuer that carries on business in Canada and elsewhere.

This summary is based upon the provisions of the Income Tax Act of Canada and the regulations thereunder (collectively, the "Tax Act" or “ITA”)and the Canada-United States Tax Convention (the “Tax Convention”) as at the date of the Annual Report and the current administrative practices of Canada Customs and Revenue Agency.  This summary does not take into account provincial income tax consequences.

Management urges each holder to consult his own tax advisor with respect to the income tax consequences applicable to him in his own particular circumstances.

CANADIAN INCOME TAX CONSEQUENCES

Disposition of Common Stock.

The summary below is restricted to the case of a holder (a “Holder”) of one or more common shares (“Common Shares”) who for the purposes of the Tax Act is a non-resident of Canada, holds his Common Shares as capital property and deals at arm’s length with the Company.

Dividends

A Holder will be subject to Canadian withholding tax (“Part XIII Tax”) equal to 25%, or such lower rates as may be available under an applicable tax treaty, of the gross amount of any dividend paid or deemed to be paid on his Common Shares.  Under the Tax Convention, the rate of Part XIII Tax applicable to a dividend on Common Shares paid to a Holder who is a resident of the United States is, if the Holder is a company that beneficially owns at least 10% of the voting stock of the Company, 5% and, in any other case, 15% of the gross amount of the dividend.  The Company will be required to withhold the applicable amount of Part XIII Tax from each dividend so paid and remit the withheld amount directly to the Receiver General for Canada for the account of the Holder.

Disposition of Common Shares

A Holder who disposes of Common Shares, including by deemed disposition on death, will not be subject to Canadian tax on any capital gain thereby realized unless the common Share constituted “taxable Canadian property” as defined by the Tax Act.  Generally, a common share of a public corporation will not constitute taxable Canadian property of a Holder unless he held the common share as capital property used by him carrying on a business in Canada, or he or persons with whom he did not deal at arm’s length alone or together held or held options to acquire, at any time within the 60 months preceding the disposition, 25% or more of the issued shares of any class of the capital stock of the Company.

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A Holder who is a resident of the United States and realizes a capital gain on disposition of Common Shares that was taxable Canadian property will nevertheless, by virtue of the Treaty, generally be exempt from Canadian tax thereon unless (a) more than 50% of the value of the Common Shares is derived from, or from an interest in, Canadian real estate, including Canadian mineral resources properties, (b) the Common Shares formed part of the business property of a permanent establishment that the Holder has or had in Canada within the 12 months preceding disposition, or (c) the Holder (i) was a resident of Canada at any time within the ten years immediately preceding the disposition, and for a total of 120 months during any period of 20 consecutive years, preceding the disposition, and (ii) owned the Common Shares when he ceased to be resident in Canada.

A Holder who is subject to Canadian tax in respect of a capital gain realized on disposition of Common Shares must include one half of the capital gain (“taxable capital gain”) in computing his taxable income earned in Canada.  The Holder may, subject to certain limitations, deduct one half of any capital loss (“allowable capital loss”) arising on disposition of taxable Canadian property from taxable capital gains realized in the year of disposition in respect to taxable Canadian property and, to the extent not so deductible, from such taxable capital gains of any of the three preceding years or any subsequent year.

UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

The following is a discussion of material United States Federal income tax consequences, under the law, generally applicable to a U.S. Holder (as defined below) of common shares of the Company.  This discussion does not cover any state, local or foreign tax consequences.

The following discussion is based upon the sections of the Internal Revenue Code of 1986, as amended (“the Code”), Treasury Regulations, published Internal Revenue Service (“IRS) rulings, published administrative positions of the IRS and court decisions that are currently applicable, any or all of which could be materially and adversely changed, possible on a retroactive basis, at any time.  In addition, the discussion does not consider the potential effects, both adverse and beneficial, or recently proposed legislation which, if enacted, could be applied, possibly on a retroactive basis, at any time.  The discussion is for general information only and it is not intended to be, nor should it be construed to be, legal or tax advice to any holder or prospective holder of common shares of the Company.  Each holder and prospective holder of common shares of the Company is advised to consult their own tax advisors about the federal, state, local, and foreign tax consequences of purchasing, owning and disposing of common shares of the Company applicable to their own particular circumstances.

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U.S. Holders

As used herein, a (“U.S. Holder”) includes a holder of common shares of the Company who is a citizen or resident of the United States, a corporation created or organized in or under the laws of the United States or of any political subdivision thereof, an estate whose income is taxable in the United States irrespective of source or a trust subject to the primary supervision of a court within the United States and control of a United States fiduciary as described in Section 7701(a)(30) of the Code.  This summary does not address the tax consequences to, and U.S. Holder does not include, persons subject to special provisions of Federal income tax law, such as tax-exempt organizations, qualified retirement plans, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, broker-dealers, non-resident alien individuals, persons or entities that have a “functional currency” other than the U.S. dollar, shareholders who hold common shares as part of a straddle, hedging or conversion transaction, and shareholders who acquired their common shares through the exercise of employee stock options or otherwise as compensation for services.  This summary is limited to U.S. Holders who own common shares as capital assets.  This summary does not address the consequences to a person or entity holding an interest in a shareholder or the consequences to a person of the ownership, exercise or disposition of any options, warrants or other rights to acquire common shares.

Distribution on Common Shares of the Company

U.S. Holders receiving dividend distributions (including constructive dividends) with respect to common shares of the Company are required to include in gross income for United States Federal income tax purposes the gross amount of such distributions equal to the U.S. dollar value of such distributions on the date of receipt (based on the exchange rate on such date), to the extent that the Company has current or accumulated earnings and profits, without reduction for any Canadian income tax withheld from such distributions.  Such Canadian tax withheld may be credited, subject to certain limitations, against the U.S. Holder’s United States Federal Income tax liability or, alternatively, individuals may be deducted in computing the U.S. Holder’s United States Federal taxable income by those individuals who itemize deductions.  (See more detailed discussion at “Foreign Tax Credit” below).  To the extent that distributions exceed current or accumulated earnings and profits of the Company, they will be treated first as a return of capital up to the U.S. Holder’s adjusted basis in the common shares and thereafter as gain from the sale or exchange of the common shares.  Dividend income will be taxed at marginal tax rates applicable to ordinary income while preferential tax rates for long-term capital gains are applicable to a U.S. Holder which is an individual, estate or trust.  There are currently no preferential tax rates for long-term capital gains for a U.S. Holder which is a corporation.

In the case of foreign currency received as a dividend that is not converted by the recipient into U.S. dollars on the date of receipt, a U.S. Holder will have a tax basis in the foreign currency equal to its U.S. dollar value on the date of receipt.  Generally any gain or loss recognized upon a subsequent sale of other disposition of the foreign currency, including the exchange for U.S. dollars, will be ordinary income or loss.

Dividends paid on the common shares of the Company will not generally be eligible for the dividends received deduction provided to corporations receiving dividends from certain United States corporations. A U.S. Holder which is a corporation may, under certain circumstances, be entitled to a 70% deduction of the United States source portion of dividends received from the Company (unless the Company qualifies as a “foreign personal holding company” or a “passive foreign investment company”, as defined below) if such U.S. Holder owns shares representing at least 10% of the voting power and value of the Company. The availability of this deduction is subject to several complex limitations which are beyond the scope of this discussion.

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Under current Treasury Regulations, dividends paid on the Company’s common shares, if any, generally will not be subject to information reporting and generally will not be subject to U.S. backup withholding tax.  However, dividends and the proceeds from a sale of the Company’s common shares paid in the U.S. through a U.S. or U.S. related paying agent (including a broker) will be subject to U.S. information reporting requirements and may also be subject to the 31% U.S. backup withholding tax, unless the paying agent is furnished with a duly completed and signed Form W-9.  Any amounts withheld under the U.S. backup withholding tax rules will be allowed as a refund or a credit against the U.S. Holder’s U.S. federal income tax liability, provided the required information is furnished to the IRS.

Foreign Tax Credit

For individuals whose entire income from sources outside the United States consists of qualified passive income, the total amount of creditable foreign taxes paid or accrued during the taxable year does not exceed $300 ($600 in the case of a joint return) and an election is made under section 904(j), the limitation on credit does not apply.

A U.S. Holder who pays (or has withheld from distributions) Canadian income tax with respect to the ownership of common shares of the Company may be entitled, at the option of the U.S. Holder, to either a deduction or a tax credit for such foreign tax paid or withheld.  Generally, it will be more advantageous to claim a credit because a credit reduces United States Federal income taxes on a dollar-for-dollar basis, while a deduction merely reduces the taxpayer’s income subject to tax.  This election is made on a year-by-year basis and applies to all foreign income taxes (or taxes in lieu of income tax) paid by (or withheld from) the U.S. Holder during the year.  There are significant and complex limitations which apply to the credit, among which is the general limitation that the credit cannot exceed the proportionate share of the U.S. Holder’s United States income tax liability that the U.S. Holder’s foreign source income bears to his/her or its worldwide taxable income in the determination of the application of this limitation.  The various items of income and deduction must be classified into foreign and domestic sources.  

Complex rules govern this classification process.  In addition, this limitation is calculated separately with respect to specific classes of income such as “passive income”, “high withholding tax interest”, “financial services income”, “shipping income”, and certain other classifications of income.  Dividends distributed by the Company will generally constitute “passive income” or, in the case of certain U.S. Holders, “financial services income” for these purposes.  The availability of the foreign tax credit and the application of the limitations on the credit are fact specific and management urges holders and prospective holders of common shares of the Company to consult their own tax advisors regarding their individual circumstances.

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Disposition of Common Shares of the Company

A U.S. Holder will recognize gain or loss upon the sale of common shares of the Company equal to the difference, if any, between (I) the amount of cash plus the fair market value of any property received, and (ii) the shareholder’s tax basis in the common shares of the Company.  Preferential tax rates apply to long-term capital gains of U.S. Holders, which are individuals, estates or trusts.  This gain or loss will be capital gain or loss if the common shares are capital assets in the hands of the U.S. Holder, which will be a short-term or long-term capital gain or loss depending upon the holding period of the U.S. Holder.  Gains and losses are netted and combined according to special rules in arriving at the overall capital gain or loss for a particular tax year.  Deductions for net capital losses are subject to significant limitations.  For U.S. Holders, which are not corporations, any unused portion of such net capital loss may be carried over to be used in later tax years until such net capital loss is thereby exhausted, but individuals may not carry back capital losses.  For U.S. Holders, which are corporations (other than corporations subject to Subchapter S of the Code), an unused net capital loss may be carried back three years from the loss year and carried forward five years from the loss year to be offset against capital gains until such net capital loss is thereby exhausted.

Other Considerations

In the following circumstances, the above sections of the discussion may not describe the United States Federal income tax consequences resulting from the holding and disposition of common shares of the Company.

Foreign Personal Holding Company

If at any time during a taxable year more than 50% of the total combined voting power or the total value of the Company’s outstanding shares is owned, actually or constructively, by five or fewer individuals who are citizens or residents of the United States and 60% (50% after the first tax year) or more of the Company’s gross income for such year was derived from certain passive sources (e.g. from interest income received from its subsidiaries), the Company would be treated as a “foreign personal holding company.”  In that event, U.S. Holders that hold common shares of the Company would be required to include in gross income for such year their allocable portions of such passive income to the extent the Company does not actually distribute such income.

The Company does not believe that it currently has the status of a “foreign personal holding company”.  However, there can be no assurance that the Company will not be considered a foreign personal holding company for the current or any future taxable year.

Foreign Investment Company

If 50% or more of the combined voting power or total value of the Company’s outstanding shares are held, actually or constructively, by citizens or residents of the United States, United States domestic partnerships or corporations, or estates or trusts other than foreign estates or trusts (as defined by the Code Section 7701(a)(31), and the Company is found to be engaged primarily in the business of investing, reinvesting, or trading in securities, commodities, or any interest therein, it is possible that the Company might be treated as a “foreign investment company” as defined in Section 1246 of the Code, causing all or part of any gain realized by a U.S. Holder selling or exchanging common shares of the Company to be treated as ordinary income rather than capital gains.

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Passive Foreign Investment Company

As a foreign corporation with U.S. Holders, the Company could potentially be treated as a passive foreign investment company (“PFIC”), as defined in Section 1297 of the Code, depending upon the percentage of the Company’s income which is passive, or the percentage of the Company’s assets which is held for the purpose of producing passive income.

The rule governing PFICs can have significant tax effects on U.S. shareholders of foreign corporations who are subject to U.S. Federal income taxation under alternative methods at the election of each such U.S. shareholder.  As a PFIC, each U.S. shareholder’s income or gain, with respect to a disposition or deemed disposition of the PFIC’s shares or a distribution payable on such shares will generally be subject to tax at the highest marginal rates applicable to ordinary income and certain interest charges, unless the U.S. shareholder has timely made a “qualified electing fund” election or a “mark-to-market” election for those shares.

A U.S. shareholder who elects to treat the PFIC as a Qualified Electing Fund ("QEF"), as defined in the Code, (an "Electing U.S. Holder") will be required to currently include in his income, for any taxable year in which the corporation qualifies as a PFIC, his pro-rata share of the corporation's (i) "net capital gain" (the excess of net long-term capital gain over net short-term capital loss), which will be taxed as long-term capital gain to the Electing U.S. Holder, and (ii) "ordinary earnings" (the excess of earnings and profits over net capital gain), which will be taxed as ordinary income to the Electing U.S. Holder, in each case, for the U.S. Holder's taxable year in which (or with which) the corporation’s taxable year ends, regardless of whether such amounts are actually distributed. A QEF election also allows the Electing U.S. Holder to generally treat any gain realized on the disposition of his common shares (or deemed to be realized on the pledge of his common shares) as capital gain; treat his share of the corporation's net capital gain, if any, as long-term capital gain instead of ordinary income, and either avoid interest charges resulting from PFIC status altogether, or make an annual election, subject to certain limitations, to defer payment of current taxes on his share of the corporation's annual realized net capital gain and ordinary earnings

The procedure a U.S. Holder must comply with in making a timely QEF election will depend on whether the year of the election is the first year in the U.S. Holder's holding period in which the corporation is a PFIC.  If the U.S. shareholder makes a QEF election in such first year, then the U.S. shareholder may make the QEF election by simply filing the appropriate documents at the time the U.S. Holder files a tax return for such first year.  If, however, the corporation qualified as a PFIC in a prior year during the U.S. shareholder’s holding period, then the U.S. shareholder may make a retroactive QEF election, provided he has preserved his right to do so under the protective statement regime or he obtains IRS permission.

If a U.S. shareholder has not made a QEF Election at any time (a "Non-electing U.S. Holder"), then special taxation rules under Section 1291 of the Code will apply to gains realized on the disposition (or deemed to be realized by reason of a pledge) of his common shares, and certain "excess distributions" by the corporation.  An excess distribution is a current year distribution received by the U.S. shareholder on PFIC stock to the extent that the distribution exceeds its ratable portion of 125% of the average amount received by the U.S. shareholder during the preceding three years.

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A Non-electing U.S. shareholder generally would be required to pro-rate all gains realized on the disposition of his common shares and all excess distributions over the entire holding period for the common shares.  All gains or excess distributions allocated to prior years of the U.S. shareholder (other than years prior to the first taxable year of the corporation during such U.S. Holder's holding period and beginning after January 1, 1987 for which it was a PFIC) would be taxed at the highest marginal tax rate for each such prior year applicable to ordinary income.  The Non-electing U.S. shareholder also would be liable for interest on the foregoing tax liability for each such prior year calculated as if such liability had been due with respect to each such prior year.  A Non-electing non-corporate U.S. shareholder must treat this interest charge as "personal interest" which is wholly non-deductible.  The balance of the gain or the excess distribution will be treated as ordinary income in the year of the disposition or distribution, and no interest charge will be incurred with respect to such balance.

If a corporation is a PFIC for any taxable year during which a Non-electing U.S. shareholder holds common shares, then the corporation will continue to be treated as a PFIC with respect to such common shares, even if it is no longer by definition a PFIC.  A Non-electing U.S. shareholder may terminate this deemed PFIC status by electing to recognize a gain, which will be taxed under the rules for Non-Electing U.S. Holders, as if such common shares had been sold on the last day of the last taxable year for which it was a PFIC.  If the corporation no longer qualifies as a PFIC in a subsequent year, then normal Code rules and not the PFIC rules will apply with respect to a U.S. shareholder who has made a QEF election.

In certain circumstances, a U.S. Holder of stock in a PFIC can make a “qualified electing fund election” to mitigate some of the adverse tax consequences of holding stock in a PFIC by including in income its share of the corporation’s income on a current basis.  However, we do not currently intend to prepare or provide the information that would enable you to make a qualified electing fund election.  Management urges US persons to consult with their own tax advisors with regards to the impact of these rules.

Controlled Foreign Corporation

A Controlled Foreign Corporation (CFC) is a foreign corporation more than 50% of whose stock by vote or value is, on any day in the corporation’s tax year, owned (directly or indirectly) by U.S. Shareholders.  If more than 50% of the voting power of all classes of stock entitled to vote is owned, actually or constructively, by citizens or residents of the United States, United States domestic partnerships and corporations or estates or trusts other than foreign estates or trusts, each of whom own actually or constructively 10% or more of the total combined voting power of all classes of stock of the Company could be treated as a “controlled foreign corporation” under Subpart F of the Code.  This classification would affect many complex results, one of which is the inclusion of certain income of a CFC, which is subject to current U.S. tax.  The United States generally taxes United States Shareholders of a CFC currently on their pro rata shares of the Subpart F income of the CFC.  Such United States Shareholders are generally treated as having received a current distribution out of the CFC’s Subpart F income and are also subject to current U.S. tax on their pro rata shares of the CFC’s earnings invested in U.S. property.

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The foreign tax credit described above may reduce the U.S. tax on these amounts.  In addition, under Section 1248 of the Code, gain from the sale or exchange of shares by a U.S. Holder of common shares of the Corporation which is or was a United States Shareholder at any time during the five-year period ending with the sale or exchange is treated as ordinary income to the extent of earnings and profits of the Company (accumulated in corporate tax years beginning after 1962, but only while the shares were held and while the Company was “controlled”) attributable to the shares sold or exchanged.  If a foreign corporation is both a PFIC and a CFC, the foreign corporation generally will not be treated as a PFIC with respect to the United States Shareholders of the CFC.  This rule generally will be effective for taxable years of United States Shareholders beginning after 1997 and for taxable years of foreign corporations ending with or within such taxable years of United States Shareholders.  The PFIC provisions continue to apply in the case of PFIC that is also a CFC with respect to the U.S. Holders that are less than 10% shareholders.  Because of the complexity of Subpart F, a more detailed review of these rules is outside of the scope of this discussion.

The amount of any backup withholding will not constitute additional tax and will be allowed as a credit against the U.S. Holder’s federal income tax liability.

Filing of Information Returns.  Under a number of circumstances, United States Investor acquiring shares of the Company may be required to file an information return with the Internal Revenue Service Center where they are required to file their tax returns with a duplicate copy to the Internal Revenue Service Center, Philadelphia, PA 19255.  In particular, any United States Investor who becomes the owner, directly or indirectly, of 10% or more of the shares of the Company will be required to file such a return.  Other filing requirements may apply, and management urges United States Investors to consult their own tax advisors concerning these requirements.

Statement by Experts

Not Applicable.

Documents on Display

All documents incorporated and referred by reference in this 20-F Annual Report may be viewed at the Company’s Executive Office located at #1103 – 1166 Alberni Street, Vancouver, British Columbia.

Item 11.  Disclosures about Market Risk

The company’s mineral properties are all currently at the exploration stage and the Company’s operations are limited to exploring those properties.  Therefore, Pacific Booker’s market risks are minimal.

Competitive Environment

The Company competes with other mining companies for exploration properties, joint venture agreements and for the acquisition of attractive gold companies. There is a risk that this competition could increase the difficulty of concluding a negotiation on terms that the Company considers acceptable.

Item 12.  Description of Other Securities

Not Applicable

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Part II

Item 13.  Defaults, Dividend Arrearages and Delinquencies

Not Applicable

Item 14.  Modifications of Rights of Securities Holders and Use of Proceeds

Not Applicable

Item 15.  Controls and Procedures

Disclosure Controls and Procedures

The Company’s management is responsible for establishing and maintaining disclosure controls and procedures to provide reasonable assurance that material information related to the Company, including its consolidated subsidiaries, is made known to senior management, including Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), by others within those entities on a timely basis so that appropriate decisions can be made regarding public disclosure.

We carried out an evaluation, under the supervision and with the participation of our management, including our Principal Executive Officer and our Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) under the Securities and Exchange Act of 1934, as amended) as of January 31, 2021.  The Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures as of January 31, 2021, were effective to give reasonable assurance that the information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Management’s Annual Report on Internal Control over Financial Reporting

The Company’s management is responsible for designing, establishing and maintaining a system of internal controls over financial reporting (as defined in Exchange Act Rule 13a-15(f)) to provide reasonable assurance that the financial information prepared by the Company for external purposes is reliable and has been recorded, processed and reported in an accurate and timely manner in accordance with IFRS as issued by IASB.  The Board of Directors is responsible for ensuring that management fulfills its responsibilities.  The Audit Committee fulfills its role of ensuring the integrity of the reported information through its review of the interim and annual financial statements.  Management reviewed the results of their assessment with the Company’s Audit Committee.

Because of its inherent limitations, the Company’s internal control over financial reporting may not prevent or detect all possible misstatements or frauds.  Also, 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 policies or procedures may deteriorate.

To evaluate the effectiveness of the Company’s internal control over financial reporting, Management has used the Internal Control – Integrated Framework (2013), which is a suitable, recognized control framework established by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).  Management has assessed the effectiveness of the Company’s internal control over financial reporting and concluded that such internal control over financial reporting is effective as of January 31, 2021.

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Limitations on the Effectiveness of Controls

The Company's management, including the CEO and CFO, does not expect that our Disclosure Controls or our Internal Controls will prevent all error and all fraud.  A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.  Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.  Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.  These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.  Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.  The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed achieving its stated goals under all potential future conditions; over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Attestation Report of the Registered Accounting Firm.

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

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

There have been no changes in the Company's internal controls over financial reporting during the period covered by this annual report that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting with regard to deficiencies or material weaknesses other than the corrective actions to ensure proper disclosure is included in the Company’s filings under the Exchange Act, including the Form 20-F Annual Report.

Item 16.  Reserved

Item 16A.  Audit Committee Financial Expert

The Company’s Audit Committee currently consists of three members, all of whom are financially literate.  William F. Webster meets the requirements of “audit committee financial expert.  Mr. Webster is “Independent” as defined by the rules of the NYSE American Exchange.

Item 16B.  Code of Ethics

The Board of Directors has adopted a written Code of Ethics.  The Code of Ethics and Business Conduct applies equally to all employees, officers, directors, consultants, contractors, suppliers and others acting on behalf of the Company.  The Board also relies upon the selection of persons to and as directors, officers and employees who they consider to meet the highest ethical standards.

- 100 -

A copy of Pacific Booker’s Code of Ethics and Business Conduct has been filed as an exhibit to the Company's Form 6-K as filed on May 22, 2013.

Item 16C.  Principal Accountant Fees and Services

Table Number 14 discloses the fees billed to the Company by its independent auditors, MNP LLP, Chartered Professional Accountants, for Fiscal 2020, 2019, and 2018.

Table No. 14

Audit Fees Paid

	Fiscal Year Ended January 31, 2021	Fiscal Year Ended January 31, 2020	Fiscal Year Ended January 31, 2019
Audit Fees	$ 18,000	$ 15,000	$ 15,000
Audit Related Fees	Nil	Nil	Nil
Tax Fees	Nil	Nil	Nil
All Other Fees	Nil	Nil	Nil
Total	$ 18,000	$ 15,000	$ 15,000

Item 16D.  Exemptions from Listing Standards for Audit Committees

Not Applicable

Item 16E.  Purchase of Equity Securities by the Issuer and Affiliated Purchasers

Not Applicable

Item 16F.  Change in Registrant's Certifying Accountant

Not Applicable

Item 16G.  Corporate Governance

Not Applicable

Item 16H.  Mine Safety Disclosure

Not Applicable

Part III

Item 17.  Financial Statements

The Company has provided financial statements pursuant to ITEM #18.

Item 18.  Financial Statements

The Company's financial statements are stated in Canadian Dollars (CDN$) and are prepared in accordance with International Financial Reporting Standards for fiscal years ended January 31, 2021 and 2020.

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The financial statements as required under ITEM #18 are attached hereto and found immediately following the text of this Annual Report.  The audit report of MNP LLP, Chartered Professional Accountants, is included herein immediately preceding the financial statements.

Item 19.  Exhibits

(A1)  The financial statements thereto as required under ITEM #18 are attached hereto and found immediately following the text of this Annual Report.  The audit report of MNP LLP Chartered Professional Accountants, for the audited financial statements is included herein immediately preceding the audited financial statements.

Audited Financial Statements

Independent Auditors Report, dated May 25, 2021

Balance Sheets at January 31, 2021 and January 31, 2020

Statements of Operations for the years ended January 31, 2021, 2020, and 2019.

Statements of Cash Flows for the years ended January 31, 2021, 2020, and 2019.

Notes to Financial Statements

(B)  Index to Exhibits:

1.	Certificate of Incorporation, Certificates of Name Change, Articles of Incorporation, Articles of Amalgamation and By-Laws
2.	Instruments defining the rights of holders of the securities being registered ***See Exhibit Number 1***
3.	Voting Trust Agreements – N/A
4.	Material Contracts (All previously filed)
1.		Option Agreement for Hearne Hill and Morrison between Booker Gold (now Pacific Booker Minerals) and Noranda Mining and Exploration (Now Falconbridge Ltd.) dated October 22, 1997.
2.		Agreement between the Company and KCC 167 Holdings Ltd. dated July 4, 1995.
3.		Agreement between the Company and Windbourne International Capita Management Ltd. dated June 15, 1995.
4.		Agreement between the Company and John Paul Stevenson dated November 23, 1998.
5.		Agreement between the Company and Rolland Joseph Menard dated July 9, 2001.
6.		Agreement between the Company and Noranda (Now Falconbridge Ltd.) on the Morrison Property dated April 19, 2004.
5.	List of Foreign Patents – N/A
6.	Calculation of earnings per share – N/A
7.	Explanation of calculation of ratios – N/A
8.	List of Subsidiaries – N/A
9.	Statement pursuant to the instructions to Item 8.A.4, regarding the financial statements filed in registration statements for initial public offerings of securities – N/A
10.	Other documents Copy of 2019 Stock Option Plan

- 102 -

12.

Certifications

1.

Certification of CEO Pursuant to Securities Exchange Act, Rules 13a-14 and 15d-14 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

2.

Certification of CFO Pursuant to Securities Exchange Act, Rules 13a-14 and 15d-14 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

3.

Certification of CEO Pursuant to the Sarbanes-Oxley Act, 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

4.

Certification of CFO Pursuant to the Sarbanes-Oxley Act, 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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PACIFIC BOOKER MINERALS INC.

FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

YEAR ENDED JANUARY 31, 2021

- 104 -

CONTENTS	PAGE #
Management’s Responsibility for Financial Reporting	3
Independent Auditors’ Report	4
Statements of Financial Position	5
Statements of Comprehensive Loss	6
Statements of Changes in Equity	7
Statements of Cash Flows	8
Notes to the Financial Statements	9 to 30

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MANAGEMENT’S RESPONSIBILITY

Management is responsible for the preparation and presentation of the accompanying financial statements, including responsibility for significant accounting judgments and estimates in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board and ensuring that all information in the annual report is consistent with the statements.  This responsibility includes selecting appropriate accounting principles and methods, and making decisions affecting the measurement of transactions in which objective judgment is required.

In discharging its responsibilities for the integrity and fairness of the financial statements, management designs and maintains the necessary accounting systems and related internal controls to provide reasonable assurance that transactions are authorized, assets are safeguarded and financial records are properly maintained to provide reliable information for the preparation of financial statements.

The majority of the Board of Directors and the Audit Committee is composed of Directors who are neither management nor staff of Pacific Booker Minerals Inc.  The Board of Directors is responsible for overseeing management in the performance of its financial reporting responsibilities, and for approving the financial information included in the annual report.  The Audit Committee has the responsibility of meeting with management and external auditors to discuss the internal controls over the financial reporting process, auditing matters and financial reporting issues.  The Committee is also responsible for recommending the appointment of Pacific Booker Minerals Inc.’s external auditors.

MNP LLP, an independent firm of Chartered Professional Accountants, is appointed by the shareholders at the annual meeting to audit the financial statements and report directly to them via their report which follows.  The external auditors have full and free access to meet periodically (and separately with) the Audit Committee and management to discuss the audit findings.

The Board of Directors have identified areas of material uncertainty related to events or conditions that may cast doubt about the ability of the Company to continue as a going concern.  Management believes that there are no material uncertainties that cast significant doubt about the Company’s ability to continue as a going concern.  The preparation of these financial statements on a going concern basis remains appropriate, and we draw the reader’s attention to Note 2(b) in the financial statements which discusses the Company’s ability to continue as a going concern.

May 25, 2021

“John Plourde” Chief Executive Officer “Ruth Swan” Chief Financial Officer

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Pacific Booker Minerals Inc.

Opinion on the Financial Statements

We have audited the accompanying statements of financial position of Pacific Booker Minerals Inc. (the Company) as of January 31, 2021 and 2020, and the related statements of comprehensive loss, changes in equity, and cash flows for each of the years in the three-year period ended January 31, 2021, and the related notes (collectively referred to as the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of January 31, 2021 and 2020, and the results of its operations and its cash flows for each of the years in the three year period ended January 31, 2021, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Material Uncertainty Related to Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 (b) to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that 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 2 (b). The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

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

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

- 107 -

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.

MNP LLP

Chartered Professional Accountants

We have served as the Company’s auditor since 2010.

Vancouver, Canada

May 25, 2021

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PACIFIC BOOKER MINERALS INC.

STATEMENTS OF FINANCIAL POSITION

(Expressed in Canadian Dollars)

AS AT JANUARY 31, 2021 AND 2020

	2021		2020
ASSETS
Current assets
Cash and cash equivalents	$	1,481,302	$	1,887,924
Receivables		1,967		2,507
Prepaid expenses and deposits		84,126		84,882
		1,567,395		1,975,313
Mineral property interests (Note 5)		4,832,500		4,832,500
Exploration and evaluation assets (Note 6)		24,880,659		24,880,659
Equipment, vehicles and furniture (Note 7)		38,538		55,211
Reclamation deposits		123,600		123,600
Total assets	$	31,442,692	$	31,867,283
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued liabilities	$	19,102	$	16,439
Amounts owing to related parties (Note 10)		13,978		19,198
		33,080		35,637
Shareholders' equity
Share Capital (Note 8)		54,223,481		54,223,481
Contributed surplus (Note 8)		17,707,324		17,486,131
Deficit		(40,521,193)		(39,877,966)
		31,409,612		31,831,646
Total liabilities and shareholders’ equity	$	31,442,692	$	31,867,283

Approved by the Board of Directors and authorized for issue on May 25, 2021:

“William Deeks”	“John Plourde”
William Deeks, Chairman	John Plourde, CEO

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

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PACIFIC BOOKER MINERALS INC.

STATEMENTS OF COMPREHENSIVE LOSS

(Expressed in Canadian Dollars)

FOR THE YEARS ENDED JANUARY 31, 2021, 2020 AND 2019

2021		2020		2019
OPERATING EXPENSES
Consulting fees – related party (Note 10)	$	675	$	900	$	1,125
Consulting fees  - Option based payments (Note 8 & 10)		-		-		-
Depreciation		16,673		10,586		3,045
Directors fees		11,000		14,500		11,000
Directors fees  - Option based payments (Note 8 & 10)		-		-		-
Filing and transfer agent fees		24,715		28,225		19,849
Foreign exchange (gain)loss		9,656		(557)		(7,411)
Finance income		(990)		(1,045)		(811)
Gain on disposal of fixed asset		-		(6,491)		-
Investor relations – related party (Note 10)		132,000		231,000		-
Investor relations  - Option based payments (Note 8 & 10)		221,193		545,662		-
Office and miscellaneous		11,159		16,070		12,190
Office rent		92,250		83,670		79,172
Professional fees (Note 10)		84,572		61,929		46,800
Professional fees  - Option based payments (Note 8 & 10)		-		-		75,426
Shareholder information and promotion		20,351		52,414		22,430
Telephone		4,888		4,976		4,889
Travel		14,886		18,339		15,848
Wages and benefits		199		850		-
Loss from operations		(643,227)		(1,061,028)		(283,552)
Income tax expense (Note 12)		-		-		-
Net loss and comprehensive loss for the year	$	(643,227)	$	(1,061,028)	$	(283,552)
Basic and diluted loss per share(Note 9)	$	(0.04)	$	(0.06)	$	(0.02)

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

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PACIFIC BOOKER MINERALS INC.

STATEMENTS OF CHANGES IN EQUITY

(Expressed in Canadian Dollars)

AS AT JANUARY 31, 2021, 2020 AND 2019

	Number of Shares	Share Capital Amount			Contributed Surplus			Deficit			Total
Balance, February 1, 2018	14,797,904		$	51,995,105		$	17,124,354		$	(38,533,386)		$	30,586,173
Warrants exercised	73,500			73,500			-			-			73,500
Option based payments	-			-			75,426			-			75,426
Net loss for the year	-			-			-			(283,552)			(283,552)
Balance, January 31, 2019	14,871,404		$	52,068,605		$	17,199,780		$	(38,816,938)		$	30,451,447
Warrants exercised	1,575,565			1,575,565			-			-			1,575,565
Options exercised	320,000			320,000			-			-			320,000
Option based payments reclassified	-			259,311			(259,311)			-			-
Option based payments	-			-			545,662			-			545,662
Net loss for the year	-			-			-			(1,061,028)			(1,061,028)
Balance, January 31, 2020	16,766,969		$	54,223,481		$	17,486,131		$	(39,877,966)		$	31,831,646
Option based payments	-			-			221,193			-			221,193
Net loss for the year	-			-			-			(643,227)			(643,227)
Balance, January 31, 2021	16,766,969		$	54,223,481		$	17,707,324		$	(40,521,193)		$	31,409,612

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

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PACIFIC BOOKER MINERALS INC.

STATEMENTS OF CASH FLOWS

(Expressed in Canadian Dollars)

FOR THE YEARS ENDED JANUARY 31, 2021, 2020 AND 2019

2021		2020		2019
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the year	$	(643,227)	$	(1,061,028)	$	(283,552)
Items not affecting cash:
Depreciation		16,673		10,586		3,045
Option based payments		221,193		545,662		75,426
Changes in non-cash working capital items:
(Increase)/decrease in receivables		540		(641)		3,118
(Increase)/decrease in prepaids and deposits		756		(10,646)		4,459
Increase/(decrease) in accounts payable and accrued liabilities		2,663		(1,724)		2,235
Increase/(decrease) in amounts owing to related parties		(5,220)		16,507		13
Net cash used in operating activities		(406,622)		(501,284)		(195,256)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of Share Capital		-		1,895,565		73,500
Net cash provided by financing activities		-		1,895,565		73,500
CASH FLOWS FROM INVESTING ACTIVITIES
Mineral property interests and Exploration and evaluation costs (net of recovery)		-		(10,540)		(10,132)
Disposal of equipment, vehicles or furniture		-		2,309		-
Purchase of equipment, vehicles or furniture		-		(62,633)		-
Net cash used in investing activities		-		(70,864)		(10,132)
Change in cash and cash equivalents during the year		(406,622)		1,323,417		(131,888)
Cash and cash equivalents, beginning of year		1,887,924		564,507		696,395
Cash and cash equivalents, end of year	$	1,481,302	$	1,887,924	$	564,507

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

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PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

FOR THE YEARS ENDED JANUARY 31, 2021 and 2020

1.

CORPORATE INFORMATION

The Company was incorporated on February 18, 1983 under the Company Act of British Columbia as Booker Gold Explorations Limited.  On February 8, 2000, the Company changed its name to Pacific Booker Minerals Inc. The address of the Company’s corporate office and principal place of business is located at Suite #1103 - 1166 Alberni Street, Vancouver, British Columbia, Canada.

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

2.

BASIS OF PRESENTATION

(a)

Statement of compliance

These financial statements and the notes thereto (the "Financial Statements") present the Company's financial results of operations in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") for the years ended January 31, 2021, 2020 and 2019 and financial position as at January 31, 2021 and 2020.

All adjustments necessary to present fairly the financial position of the Company as at January 31, 2021 and the results of its operations and cash flows for the year then ended have been made.

The Board of Directors have approved the annual financial statements for issue on May 25, 2021.

(b)

Going concern of operations

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

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

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

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PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

FOR THE YEARS ENDED JANUARY 31, 2021 and 2020

2.

BASIS OF PRESENTATION (cont’d)

(b)

Going concern of operations (cont’d)

The Company has incurred losses and negative cash flows from operations since inception and has an accumulated deficit.  These conditions indicate the existence of a material uncertainty that may cast significant doubt on the Company's ability to continue as a going concern.  The ability of the Company to continue as a going concern depends upon its ability to continue to raise adequate financing and to develop profitable operations in the future.

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

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

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

	2021	2020	2019
Working capital	$      1,534,315	$      1,939,676	$      619,755
Loss for the year	(643,227)	(1,061,028)	(283,552)
Deficit	(40,521,193)	(39,877,966)	(38,816,938)

(c)

Basis of Measurement

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

- 114 -

PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

FOR THE YEARS ENDED JANUARY 31, 2021 and 2020

2.

BASIS OF PRESENTATION (cont’d)

(d)

Functional and presentation currency

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

(e)

Critical accounting judgements

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

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

(i)

Going concern

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

(f)

Key sources of estimation uncertainty

(i)

Recoverability of asset carrying values for equipment, vehicles and furniture

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

(ii)

Option based payments

The Company has an equity-settled option to purchase shares plan for Eligible Persons (as defined by the policies of the TSX Venture Exchange and/or National Instrument 45-106).  The fair value of the share purchase options are estimated on the measurement date by using the Black-Scholes option-pricing model, based on certain assumptions and recognized as option based payments expense over the vesting period of the option with a corresponding increase to equity as contributed surplus.  Those assumptions are described in Note 8 of the annual financial statements and include, among others, expected volatility, forfeiture rate, expected life of the options and number of options expected to vest.

- 115 -

PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

FOR THE YEARS ENDED JANUARY 31, 2021 and 2020

2.

BASIS OF PRESENTATION (cont’d)

(f)

Key sources of estimation uncertainty (cont’d)

(iii)

Exploration and evaluation assets & Mineral property interests

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

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

At January 31, 2021, management determined that the carrying value of the mining properties is best represented by historical costs.  Management reviews the property for impairments on an on-going basis and considers the carrying value appropriate for the current period.  Significant assumptions and estimates used by management to determine the recoverable value are included in Note 3(d).

(iv)

Restoration and close down provisions

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

(v)

Taxes

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

- 116 -

PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

FOR THE YEARS ENDED JANUARY 31, 2021 and 2020

3.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

(a)

Foreign currency translation

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

(b)

Cash and cash equivalents

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

(c)

Mineral property interests and Exploration and evaluation assets

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

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

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

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PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

FOR THE YEARS ENDED JANUARY 31, 2021 and 2020

3.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

(d)

Impairment

(i)

Financial assets

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

(ii)

Non-financial assets

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

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

·

Exploration rights have / will expire in the near future;

·

No future substantive exploration expenditures are budgeted;

·

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

·

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

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

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

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

- 118 -

PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

FOR THE YEARS ENDED JANUARY 31, 2021 and 2020

3.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

(d)

Impairment (cont’d)

(ii)

Non-financial assets (cont’d)

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

(e)

Restoration and close down provision

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

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

The Company has determined that it has no additional restoration obligations as at January 31, 2021.

(f)

Equipment, vehicles and furniture

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

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

- 119 -

PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

FOR THE YEARS ENDED JANUARY 31, 2021 and 2020

3.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

(g)

Option based payments

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

(h)

Private Placement Unit Offerings

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

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

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

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

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

(i)

Loss per share

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

The weighted average number of common shares outstanding for the year ended January 31, 2021 does not include the nil (2020 – nil) warrants outstanding and the 2,975,000 (2020 – 2,975,000) stock options outstanding as the inclusion of these amounts would reduce the loss per share amount and are therefore considered anti-dilutive.

- 120 -

PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

FOR THE YEARS ENDED JANUARY 31, 2021 and 2020

3.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

(j)

Income taxes

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

(i)

Current tax

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

(ii)

Deferred tax

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

Deferred tax liabilities:

·

are generally recognized for all taxable temporary differences;

·

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

·

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

Deferred tax assets:

·

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

·

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

- 121 -

PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

FOR THE YEARS ENDED JANUARY 31, 2021 and 2020

3.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

(k)

Financial instruments

The Company adopted IFRS 9 Financial Instruments effective February 1, 2018.  Under IFRS 9, the Company recognizes all financial assets initially at fair value and classifies them into one of the following measurement categories: fair value through profit or loss (“FVTPL”), fair value through other comprehensive (“FVTOCI”) or amortized cost, as appropriate.  On adoption of IFRS 9, there was no accounting impact to the financial statements and there were no changes in the carrying values of any of the Company’s financial assets.

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

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

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

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

Financial Asset or Liability	Category
Cash and cash equivalents	amortized cost
Receivables	amortized cost
Reclamation deposits	amortized cost
Accounts payable and accrued liabilities	amortized cost
Amounts owing to related parties	amortized cost

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

·

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

·

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

·

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

(l)

Equity instruments

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

- 122 -

PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

FOR THE YEARS ENDED JANUARY 31, 2021 and 2020

3.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

(m)

Leases

The Company adopted IFRS 16 on February 1, 2019.  IFRS 16 introduced a single on-balance sheet accounting model for lessees which replaced IAS 17.  Leasing activity for the Company typically involves the lease of office space.  The Company previously classified leases as either operating or finance leases.  The Company elected not to apply the requirements to short-term leases, as permitted in the Recognition exemptions.

For the fiscal year ended January 31, 2021, the Company held a twelve month rental lease for the office premises space.  The payments made under the rental contract total $87,928 (2020 - $78,558) for the fiscal year.  This amount shows on the Statement of Comprehensive Loss as Office Rent.

Another 12 month rental agreement for the office space has been signed for the fiscal year ending January 31, 2022.  The payments for the rental amount to a total of $90,930 for the fiscal year.  This amount will show on the Statement of Comprehensive Loss as Office Rent.

(n)

Provisions

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

(o)

Finance costs

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

4.

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

There are no new standards issued but not yet effective as of January 31, 2021, that are expected to have a material impact to the Company's financial statements.

(a)

Adoption of IAS 1 and 8 - Presentation of financial statements

The Company adopted IAS 1 and 8 on February 1, 2020.  IAS 1 and 8 provide clarification on the definition of materiality and how it should be applied.  The amendments also align the definition of material across International Financial Reporting Standards and other publications.  There was no impact on the Company's financial statements.

- 123 -

PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

FOR THE YEARS ENDED JANUARY 31, 2021 and 2020

5.

MINERAL PROPERTY INTERESTS

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

Morrison claims, Canada	2021	2020	2019
Balance, beginning and end of year	$          4,832,500	$          4,832,500	$          4,832,500

Copper claims

The Company holds a 100% interest in certain mineral claims located in the Granisle area of B.C., subject to a 3% NSR royalty.  These claims are located near the Morrison claims.  The Company has met its requirements to maintain its recorded interest in the mineral claims with the Province of B.C. until 2021 and there are no other payments required until that year.  During the year ended January 31, 2005 the previously capitalized amounts were written-off to operations.

CUB claims

The Company holds a 100% interest in certain mineral claims located in the Granisle area of B.C., subject to a 3% NSR royalty.  These claims are located near the Morrison claims.  The Company has met its requirements to maintain its recorded interest in the mineral claims with the Province of B.C. until 2021 and there are no other payments required until that year.  During the year ended January 31, 2005 the previously capitalized amounts were written-off to operations.

Hearne Hill claims

The Company held a 100% interest in the Hearne Hill claims located in the Omineca District of the Province of British Columbia (“B.C.”).  During the year ended January 31, 2006, the previously capitalized amounts were written-off to operations.  The Hearne Hill claims were subject to a legal claim, which was settled in during the year ended January 31, 2009.  Pursuant to the settlement, the Company retains the right, title and interest in and to all claims that were the subject of the action, with the exception of Mineral Tenure No. 242812 (the “Hearne 1 Claim”) and Mineral Tenure No. 242813 (the “Hearne 2 Claim”), which were transferred to the plaintiff optionors.  No cash payment was made to the plaintiffs and all claims in the action have been dismissed.

- 124 -

PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

FOR THE YEARS ENDED JANUARY 31, 2021 and 2020

5.

MINERAL PROPERTY INTERESTS (cont’d)

Morrison claims

On April 19, 2004, the Company and Noranda Mining and Exploration Inc, “Noranda" (which was subsequently acquired by Falconbridge Limited, "Falconbridge", which was subsequently acquired by Xstrata LLP, "Xstrata”, which was subsequently acquired by Glencore PLC, "Glencore”) signed an agreement whereby Noranda agreed to sell its remaining 50% interest to the Company such that the Company would have a 100% interest in the Morrison claims.

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

i)

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

ii)

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

iii)

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

iv)

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

The Company agreed to execute a re-transfer of its 100% interest to Falconbridge if the Company fails to comply with the terms of the agreement.  This re-transfer is held by a mutually acceptable third party until the final issue of shares has been made.

The Company has also acquired a 100% interest in certain mineral claims adjacent to the Morrison claims, subject to 1.5% NSR royalty.  On January 7, 2005, the Company signed an agreement to acquire an option for a 100% interest in additional claims in the Omineca District of B.C.  As consideration, the Company issued 45,000 common shares at a value of $180,000.

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

The Company has progressed to the certificate/permit stage of the exploration and evaluation of the Morrison property.

- 125 -

PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

FOR THE YEARS ENDED JANUARY 31, 2021 and 2020

6.

EXPLORATION AND EVALUATION ASSETS

Morrison claims, Canada	2021		2020		2019
Balance, beginning of year	$	24,880,659	$	24,870,119	$	24,864,119
Exploration and evaluation costs
Additions
Environmental
Geological and geophysical		-		10,540		-
Scoping/Feasibility study
Sub-contracts and labour		-		-		6,000
Total Exploration and evaluation costs for the year	$	-	$	10,540	$	6,000
Balance, end of year	$	24,880,659	$	24,880,659	$	24,870,119

7.

EQUIPMENT, VEHICLES AND FURNITURE

	Balance February 1, 2020		Additions for the year		Disposals for the year		Balance January 31, 2021
Automobile
Value at Cost	$	62,633	$	-	$	-	$	62,633
Accumulated Depreciation		(9,395)		(15,971)		-		(25,366)
Net book value	$	53,238	$	(15,971)	$	-	$	37,267
Office furniture and equipment
Value at Cost	$	23,397	$	-	$	-	$	23,397
Accumulated Depreciation		(22,669)		(146)		-		(22,815)
Net book value	$	728	$	(146)	$	-	$	582
Computer equipment
Value at Cost	$	97,620	$	-	$	-	$	97,620
Accumulated Depreciation		(96,375)		(556)		-		(96,931)
Net book value	$	1,245	$	(556)	$	-	$	689
Totals	$	55,211	$	(16,673)	$	-	$	38,538

- 126 -

PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

FOR THE YEARS ENDED JANUARY 31, 2021 and 2020

7.

EQUIPMENT, VEHICLES AND FURNITURE (cont’d)

	Balance February 1, 2019		Additions for the year		Disposals for the year		Balance January 31, 2020
Automobile
Value at Cost	$	67,320	$	62,633	$	(67,320)	$	62,633
Accumulated Depreciation		(65,011)		(9,395)		65,011		(9,395)
Net book value	$	2,309	$	53,238	$	(2,309)	$	53,238
Office furniture and equipment
Value at Cost	$	23,397	$	-	$	-	$	23,397
Accumulated Depreciation		(22,487)		(182)		-		(22,669)
Net book value	$	910	$	(182)	$	-	$	728
Computer equipment
Value at Cost	$	97,620	$	-	$	-	$	97,620
Accumulated Depreciation		(95,366)		(1,009)		-		(96,375)
Net book value	$	2,254	$	(1,009)	$	-	$	1,245
Totals	$	5,473	$	52,047	$	(2,309)	$	55,211

8.

SHARE CAPITAL, OPTION BASED PAYMENTS & CONTRIBUTED SURPLUS

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

During the year ended January 31, 2021, the Company did not announce or complete any private placements.

During the year ended January 31, 2020, the Company did not announce or complete any private placements.

Option based payments

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

During the year ended January 31, 2021, no stock options were exercised (2020 - 320,000) at an averaged exercise price of $nil (2020 - $1.00) for total proceeds of $nil (2020 - $320,000).

During the year ended January 31, 2021, no stock options were cancelled (2020 - 30,000) at an exercise price of $nil (2020 - $1.00).

During the year ended January 31, 2021, 700,000 stock options were granted (2020 - 700,000) at an exercise price of $3.00 (2020 - $3.00).

- 127 -

PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

FOR THE YEARS ENDED JANUARY 31, 2021 and 2020

8.

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

Option based payments (cont’d)

Stock option transactions are summarized as follows:

	2021		2020		2019
	Number of Options	Weighted Average Exercise Price	Number of Options	Weighted Average Exercise Price	Number of Options	Weighted Average Exercise Price
Outstanding,  beginning of year	2,975,000	$   1.47	2,625,000	$   1.00	2,525,000	$   1.00
Granted	700,000	$   3.00	700,000	$   3.00	100,000	$   1.00
Expired	(700,000)	$   3.00	-	-	-	-
Cancelled	-	-	(30,000)	$   1.00	-	-
Exercised	-	-	(320,000)	$   1.00	-	-
Outstanding,  end of year	2,975,000	$   1.47	2,975,000	$   1.47	2,625,000	$   1.00
Options exercisable,  end of year	2,975,000	$   1.47	2,975,000	$   1.47	2,625,000	$   1.00
Weighted average remaining life of  outstanding options granted in years		0.58		1.35		2.52
Weighted average fair value  per option granted		$   0.32		$   0.78		$   0.75

The following stock options were outstanding at January 31, 2021:

Number of Options Outstanding	Number Currently Exercisable	Exercise Price	Expiry Date
100,000	100,000	$   1.00	February 20, 2021 (expired unexercised)
2,075,000	2,075,000	$   1.00	July 18, 2021
700,000	700,000	$   3.00	October 31, 2021
100,000	100,000	$   1.00	June 26, 2023

- 128 -

PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

FOR THE YEARS ENDED JANUARY 31, 2021 and 2020

8.

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

Option based payment expense

The fair value of stock options granted and the option based payments recognized during the year ended January 31, 2021 was $221,193 (2020 – $545,662; 2019 – $75,426) which has been recorded in the statements of operations as option based payments with corresponding contributed surplus recorded in shareholders' equity.

The following weighted average assumptions were used for the Black-Scholes valuation of stock options granted during the years:

	2021	2020	2019
Risk-free interest rate	0.24%	1.56%	1.93%
Expected life of options	1 year	1 year	5 years
Annualized volatility	98.41%	118.49%	103.17%
Dividends	0.00%	0.00%	0.00%

Warrants

Warrant transactions are summarized as follows:

2021		2020		2019
	Number of Warrants	Exercise Price	Number of Warrants	Exercise Price	Number of Warrants	Exercise Price
Outstanding, beginning of year	-	-	1,575,565	$1.00	2,004,965	$    1.07
Expired	-	-	-	-	(355,900)	$    1.41
Exercised	-	-	(1,575,565)	$1.00	(73,500)	$    1.00
Outstanding, end of year	-	-	-	-	1,575,565	$    1.00

No share purchase warrants were outstanding and exercisable at January 31 2021.

9.

LOSS PER SHARE

The weighted average number of common shares outstanding for the year ended January31,2021 does not include the nil (2020 - nil; 2019 - 1,575,565) warrants outstanding and the 2,975,000 (2020-2,975,000; 2019 - 2,625,000) stock options outstanding as the inclusion of these amounts would reduce the loss per share amount and are therefore considered anti-dilutive.  Basic and diluted loss per share is calculated using the weighted-average number of common shares outstanding during the year.

2021	2020	2019
Basic and diluted loss per common share	$          (0.04)	$          (0.06)	$          (0.02)
Weighted average number of common shares outstanding (basic and diluted)	16,766,969	16,366,052	14,824,483

- 129 -

PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

FOR THE YEARS ENDED JANUARY 31, 2021 and 2020

10.

TRANSACTIONS WITH AND AMOUNTS OWING TO RELATED PARTIES

The Company entered into the following transactions with related parties:

	2021			2020			2019
	Amounts paid or payable	Option based payment	Owed at year end	Amounts paid or payable	Option based payment	Owed at year end	Amounts paid or payable	Option based payment	Owed at year end
To a director for:
investor relations	$   132,000	$   221,193	$   12,246	$   231,000	$   545,662	$   16,980	$           -	$           -	$   1,195
consulting (a)	675	-	-	900	-	-	1,125	-	-
To an officer of the company (b)	40,725	-	1,732	42,313	-	2,218	25,560	75,426	1,496
	$   173,400	$   221,193	$   13,978	$   274,213	$   545,662	$   19,198	$   26,685	$   75,426	$   2,691

a)

fees for services which have been allocated to operating expenses as consulting fees.

b)

for accounting and management services.

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

Compensation of key management personnel

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

2021		2020		2019
Remuneration or fees	$	184,400	$	288,713	$	37,685
Option based payments(non-cash item)		221,193		545,662		75,426
Total compensation for  key management personnel	$	405,593	$	834,375	$	113,111

11.

SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

2021	2020	2019
Non-cash transactions were as follows:
deferred exploration expense recorded
as accounts payable	$                   -	$                  -	$                  -
as owing to related parties	$                   -	$                  -	$                  -

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PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

FOR THE YEARS ENDED JANUARY 31, 2021 and 2020

12.

INCOME TAXES

The income tax provision differs from income taxes, which would result from applying the expected tax rate to net loss before income taxes.  The following table reconciles the expected income tax expenses (recovery) at the Canadian statutory tax rate to the amounts recognized in the statements of operations and comprehensive income (loss) for the years ended January 31, 2021, 2020 and 2019:

	2021		2020		2019
Loss before income taxes	$	(643,227)	$	(1,061,028)	$	(283,552)
Canadian statutory income tax rate		27.0%		27.0%		27.0%
Computed “expected” income tax expense		(173,671)		(286,478)		(76,559)
Differences resulting from:
Option based payments		59,722		147,329		20,365
Other items		1,949		10,149		194
Increase/(decrease) in deferred tax assets not recognized		112,000		129,000		56,000
Provision for income tax expense	$	-	$	-	$	-

The unrecognized deductible temporary differences are as follows:

	2021		2020		2019
Unrecognized deductible temporary differences-Canada
Non-capital loss carry forwards	$	10,369,000	$	9,955,000	$	9,455,000
Mineral property interests and deferred exploration costs		5,089,000		5,089,000		5,095,000
Property and equipment		-		-		16,000
Total Unrecognized deductible and taxable temporary differences not recognized	$	15,459,000	$	15,044,000	$	14,566,000

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PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

FOR THE YEARS ENDED JANUARY 31, 2021 and 2020

12.

INCOME TAXES (cont’d)

The Company has Canadian non-capital loss carry forwards which expire as follows:

2026	$ 590,185
2027	808,472
2028	942,980
2029	466,936
2030	957,373
2031	974,551
2032	876,759
2033	910,383
2034	908,862
2035	606,902
2036	488,505
2037	366,614
2038	336,016
2039	205,817
2040	522,300
2041	406,645
Total	$ 10,369,300

Deferred tax assets have not been recognized in these financial statements because at this stage of the Company’s development, it is not determinable that future taxable profit will be available against which the Company can utilize such deferred tax assets.

13.

COMMITMENTS

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

14.

SEGMENTED INFORMATION

The Company has determined that it had only one operating segment, i.e. mining exploration.  The Company’s mining operations are centralized whereby the Company’s head office is responsible for the exploration results and to provide support in addressing local and regional issues.  As at January 31, 2021 and 2020, the Company’s assets are all located in Canada (Notes 5, 6 and 7).

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PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

FOR THE YEARS ENDED JANUARY 31, 2021 and 2020

15.

FINANCIAL INSTRUMENTS & FINANCIAL RISK MANAGEMENT

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

The Company’s financial instruments at January 31, 2021 are Cash and cash equivalents in the amount of $1,481,302 (2020 - $1,887,924), recognized at Fair Value and subsequently measured at amortized cost.

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

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

(a)

Credit risk

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

(b)

Liquidity risk

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

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

As at January 31, 2021, the Company's financial liabilities were comprised of accounts payable, accrued liabilities and amounts owing to related parties which have a maturity of less than one year.

(c)

Market risk

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

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PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

FOR THE YEARS ENDED JANUARY 31, 2021 and 2020

15.

FINANCIAL INSTRUMENTS & FINANCIAL RISK MANAGEMENT (cont’d)

(c)

Market risk (cont’d)

Currency risk

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

Commodity price risk

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

Interest rate risk

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

16.

CAPITAL MANAGEMENT

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

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

The Company is in the business of mineral exploration and has no source of operating revenue.  Operations are financed through the issuance of capital stock.  Capital raised is held in cash in an interest bearing bank account until such time as it is required to pay operating expenses or resource property costs.  The Company is not subject to any externally imposed capital restrictions.  Its objectives in managing its capital are to safeguard its cash and its ability to continue as a going concern, and to utilize as much of its available capital as possible for exploration activities.  The Company’s objectives have not changed during the year ended January 31, 2021.

17.

EVENTS AFTER REPORTING DATE

In February 2021, the Company granted 100,000 options with an exercise period of 5 years at an exercise price of $2.00.

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Signature Page

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant certifies that it meets all of the requirements for filing on Form 20-F and has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pacific Booker Minerals Inc.

Registrant

Dated: June 1, 2021	Signed:  /s/ “John Plourde”
	John Plourde, President and CEO

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