10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended January 31, 2022

OR

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

For the transition period from          to

Commission file number: 000-56323

WESTERN MAGNESIUM CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	61-1934413
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

8180 Greensboro Drive, Suite 720 McLean, Virginia	22102
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (571) 378-0762

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

None.

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

Title of each class

Common Stock, $0.001 par value

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of March 10, 2022, the registrant had 425,747,452 shares of Common Stock outstanding.

WESTERN MAGNESIUM CORPORATION

Quarterly Report on Form 10-Q

For the Quarterly Period Ended January 31, 2022

Table of Contents

		Page
PART I.	FINANCIAL INFORMATION	3
Item 1.	Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Loss and Comprehensive Loss	4
	Condensed Consolidated Statements of Shareholders’ Equity (Deficit)	5
	Condensed Consolidated Statements of Cash Flows	6
	Notes to Unaudited Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	32
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	51
Item 4.	Controls and Procedures	51
PART II.	OTHER INFORMATION	52
Item 1.	Legal Proceedings	52
Item 1A.	Risk Factors	54
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	54
Item 3.	Defaults Upon Senior Securities	55
Item 4.	Mine Safety Disclosures	55
Item 5.	Other Information	55
Item 6.	Exhibits	55
	Signatures	56

2 

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

WESTERN MAGNESIUM CORPORATION

Unaudited Interim Condensed Consolidated Balance Sheets

		January 31, 2022			October 31, 2021
	Note	$			$
						(Audited)
ASSETS
Current assets
Cash			772,522			462,360
Amounts receivable			235,821			151,485
Prepayments			127,872			133,647
Deposits held by related parties	8[a]		565,741			486,462
			1,701,956			1,233,954
Non-current assets
Property, plant and equipment	4		3,159,244			2,574,704
Right-of-use assets	5		533,093			598,575
Mineral property costs	7		93,453			93,453
Reclamation deposits			2,752			2,826
Other deposits			10,000			10,000
TOTAL ASSETS			5,500,498			4,513,512
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued liabilities			2,552,509			1,989,316
Due to related parties	8[b]		1,092,786			1,026,817
Lease obligations – current	6		220,309			192,045
Provision for flow through share issuances	11		227,140			233,285
Convertible debenture	12		221,599			7,449,807
Derivative liability	12[e]		8,288,387			–
			12,602,730			10,891,270
Non-current liabilities
Lease obligations – non-current	6		320,045			392,280
Total liabilities			12,922,775			11,283,550
Shareholders’ deficit
Capital stock Authorized: 1 billion common stock at par value of $0.001 Issued and paid: 421,871,770 (2021 – 392,943,398)	13		36,637,228			29,842,167
Additional paid-in-capital	13		22,684,015			15,186,480
Obligations to issue shares	13		46,741			209,827
Accumulated other comprehensive income			285,889			121,109
Deficit			(67,076,150	)		(52,129,621	)
Total shareholders’ deficit			(7,422,277	)		(6,770,038	)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT			5,500,498			4,513,512

Nature of operations and going concern [note 1]

Contingent liabilities and commitments [note 9]

Subsequent events [note 17]

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

3 

WESTERN MAGNESIUM CORPORATION

Unaudited Interim Condensed Consolidated Statements of Loss and Comprehensive Income

		Three Months Ended January 31,
		2022			2021
	Note	$			$
Expenses (recoveries)
Bank charges			3,264			2,562
Business development			45,552			–
Computer system and software			11,651			60,089
Consulting and management fees	8[d]		197,927			67,101
Depreciation	4, 5		109,340			51,326
Engineering expenses (recoveries)			118,373			(63,612	)
Foreign exchange loss			167,474			49,920
Interest and accretion	12		322,280			18,574
Investor relations			106,378			51,876
Legal and professional fees			606,848			23,744
Office and general			56,080			37,454
Facilities and rent			63,669			15,085
Salaries and benefits	8[c]		995,542			735,648
Stock-based compensation	13[d]		131,575			1,048,990
Shareholder communications			33,201			–
Subsidies and recoveries			(31,102	)		–
Transfer agent and regulatory fees			23,017			8,883
Travel expenses			84,116			836
			3,045,185			2,108,476
Other items
Change in fair value of derivative liabilities	12		(11,559,791	)		(14,534	)
Loss on recognition of debt host liability	12		(341,553	)		–
			(11,901,344	)		(14,534	)
Net loss for the period			(14,946,529	)		(2,123,010	)
Other comprehensive gain (loss)
Foreign currency translation			164,780			(87,762	)
Comprehensive loss for the period			(14,781,749	)		(2,210,772	)
Basic and diluted loss per common share			(0.04	)		(0.01	)
Weighted average number of common shares outstanding – basic and diluted			410,834,167			329,203,182

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

4 

WESTERN MAGNESIUM CORPORATION

Unaudited Interim Condensed Consolidated Statements of Shareholders’ Deficit

	Common shares					Additional paid-in capital			Obligation to issue shares			Accumulated other comprehensive income (loss)			Accumulated deficit			Shareholders’ deficit
	Number		$			$			$			$			$			$
Balance, October 31, 2020		323,419,527		21,322,022			4,182,037			596,872			399,175			(28,580,009	)		(2,079,903	)
Shares issued pursuant to private placements [note 13[b]]		18,319,388		1,853,806			–			(596,872	)		–			–			1,256,934
Stock-based compensation [note 13[d]]		–		–			1,048,990			–			–			–			1,048,900
Foreign currency translation		–		–			–			–			(87,762	)		–			(87,762	)
Net loss for the period		–		–			–			–			–			(2,123,010	)		(2,123,010	)
Balance, January 31, 2021		341,738,915		23,175,828			5,231,027			–			311,413			(30,703,019	)		(1,984,751	)
Balance, October 31, 2021		392,943,398		29,842,167			15,186,480			209,827			121,109			(52,129,621	)		(6,770,038	)
Shares issued pursuant to private placements [note 13[b]]		1,375,499		756,524			–			(209,827	)		–			–			546,697
Shares issued on warrants exercised [notes 12[e] and 13[b]]		15,389,448		5,774,998			–			–			–			–			5,774,998
Shares issued for convertible debenture [notes 12[c] and 13[b]]		3,000,000		300,000			–			–			–			–			300,000
Shares issued for finder’s fees [note 13[b]]		9,163,425		–			–			–			–			–			–
Share issue costs [note 13[b]]		–		(36,461	)		–			–			–			–			(36,461	)
Stock-based compensation [note 13[d]]		–		–			131,575			–			–			–			131,575
Effects of change in functional currency on convertible debentures [notes 12[d]]		–		–			7,370,159			–			–			–			7,370,159
Effects of change in functional currency on broker warrants [notes 12[e]]		–		–			(4,198	)		–			–			–			(4,198	)
Share subscriptions [note 13[f]]		–		–			–			46,741			–			–			46,741
Foreign currency translation		–		–			–			–			164,780			–			164,780
Net loss for the period		–		–			–			–			–			(14,946,529	)		(14,946,529	)
Balance, January 31, 2022		421,871,770		36,637,228			22,684,015			46,741			285,889			(67,076,150	)		(7,422,277	)

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

5 

WESTERN MAGNESIUM CORPORATION

Unaudited Interim Condensed Consolidated Statements of Cash Flows

	Three Months Ended January 31,
	2022			2021
		$			$
OPERATING ACTIVITIES
Net loss for the period		(14,946,529	)		(2,123,010	)
Add (subtract) items not affecting cash:
Accrued interest and accretion		9,773			10,803
Amortization of debt discount		300,034			–
Change in fair value of derivative liability		11,559,791			14,534
Loss on recognition of debt host liability		341,553			–
Depreciation of property, plant and equipment		50,434			4,039
Depreciation of right-of-use assets		58,906			47,287
Foreign exchange loss		153,408			7,213
Interest expense on lease obligations		9,240			5,700
Stock-based compensation		131,575			1,048,990
Changes in non-cash working capital items relating to operations:
Amounts receivable		(88,738	)		(13,694	)
Prepayments		2,266			(12,380	)
Deposits held by related parties		(92,521	)		–
Accounts payable and accrued liabilities		619,673			19,196
Due to related parties		92,233			958
Cash used in operating activities		(1,798,902	)		(990,364	)
INVESTING ACTIVITIES
Purchase of property, plant and equipment		(687,385	)		(167,559	)
Cash used in investing activities		(687,385	)		(167,559	)
FINANCING ACTIVITIES
Proceeds from issuance of shares, net of share issuance costs		2,804,182			1,256,934
Proceeds from share subscriptions		46,741			–
Payments of promissory note		–			(27,202	)
Payments of lease obligations		(46,636	)		(49,310	)
Cash provided by financing activities		2,804,287			1,180,422
Change in cash for the period		318,000			22,499
Cash, beginning of the period		462,360			39,571
Effect of foreign exchange on cash		(7,838	)		1,320
Cash, end of the period		772,522			63,390

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

6 

WESTERN MAGNESIUM CORPORATION

Notes to Unaudited Interim Condensed Consolidated Financial Statements

1. NATURE OF OPERATIONS AND GOING CONCERN

Western Magnesium Corporation (the “Company”, or “WMC”) was incorporated under the laws of British Columbia on March 24, 1966. On May 14, 2019, the Company discontinued from the jurisdiction of the Business Corporations Act (British Columbia) and domesticated under the General Corporation Law of the State of Delaware under the name “Western Magnesium Corporation”. The Company is a reporting issuer in Canada and in the United States, listed for trading in Canada on the TSX Venture Exchange (the “TSX-V”) under the symbol “WMG.V”, in the United States on the OTCQB tier of the OTC Markets (the “OTCQB”) under the symbol “MLYF”, and in Germany on the Frankfurt Stock Exchange under the symbol “3WM”. The Company has developed proprietary magnesium production technology with the aim of becoming a premier low-cost producer of green primary magnesium metal.

As at January 31, 2022, the Company had an accumulated deficit of $67,076,150 (October 31, 2021 – $52,129,621) and working capital deficiency of $10,900,774 (October 31, 2021 – $9,657,316). For the three months ended January 31, 2022, the Company reported a comprehensive loss of $14,781,749 (2021 – $2,210,772). The Company is considered to be in the development stage. It has not yet achieved profitable operations and expects to incur further losses in the development of its business. The Company has financed its activities and operations through equity issuances and debt financing and expects to continue to do so to the extent such instruments are issuable under terms acceptable to the Company and until such time as its operations provide positive cash flows.

These unaudited condensed consolidated interim financial statements (the “Interim Financial Statements”) have been prepared under the assumption that the Company will continue as a going concern. The going concern basis of presentation assumes that the Company will be able to meet its obligations and continue its operations for the foreseeable future and be able to realize its assets and discharge its liabilities and commitments in the normal course of business. Management believes that the going concern assumption is appropriate for these Interim Financial Statements based on its continuing ability to raise financings through share and debt issuances. If future financing is unavailable or if for any reason the Company is unable to continue as a going concern, it could impact the Company’s ability to realize its assets at their recognized values and to meet its obligations in the ordinary course of business at the amounts stated in these Interim Financial Statements. These Interim Financial Statements do not give effect to adjustments that would be necessary to the carrying values and classifications of assets and liabilities should the Company be unable to continue as a going concern. If the going concern assumption is not used, the adjustments required to report the Company’s assets and liabilities on a liquidation basis could be material to these Interim Financial Statements. These factors indicate the existence of a material uncertainty that cast substantial doubt on the Company’s ability to continue as a going concern.

In March 2020, the World Health Organization declared COVID-19 a global pandemic. In order to combat the spread of COVID-19, governments worldwide, including the Unites States and Canada, have enacted emergency measures including travel bans, legally enforced or self-imposed quarantine periods, social distancing and business and organization closures. These measures have adversely affected workforces, economies, and financial markets globally, leading to an economic downturn. The impact on the Company has not been significant but could affect the Company’s ability to raise financings in the future and restrict travel. Management continues to monitor the situation.

7 

2. BASIS OF PRESENTATION

These Interim Financial Statements comprise the financial statements of Western Magnesium Corporation and its wholly owned subsidiaries, Western Magnesium Corp., incorporated in Nevada, United States and Western Magnesium Canada Corporation, incorporated in British Columbia, Canada.

[a] Accounting standards

The accompanying Interim Financial Statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) on the basis that the Company will continue as a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for the next year. Realization values may be substantially different from carrying values as shown and these Financial Statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern.

These Interim Financial Statements have been prepared on a historical cost basis except for financial instruments that have been measured at fair value. In addition, these Interim Financial Statements have been prepared using the accrual basis of accounting, except for cash flow information. They do not include all the information required for full annual financial statements, and should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended October 31, 2021 (the “Fiscal 2021 Financial Statements”).

[b] Functional and presentation currency

These Interim Financial Statements are presented in United States dollars (“US dollars” or “US$”), except where otherwise indicated. The functional currency of each entity of the Company is as follows:

Entity	Functional Currency
Western Magnesium Corporation	United States dollars
Western Magnesium Corp.	United States dollars
Western Magnesium Canada Corporation	Canadian dollars (“CA$”)

During the period ended January 31, 2022, significant changes in economic facts and circumstances have occurred in Western Magnesium Corporation’s operations which resulted in the change of its functional currency to the United States dollars from the Canadian dollars effective November 1, 2021. For both monetary and non-monetary assets and liabilities, translated balances at the end of the prior period become the new accounting basis. The rate on the date of change becomes the historical rate at which non-monetary assets and liabilities are translated in subsequent years. There is no effect on the cumulative translation adjustment on the consolidated basis. Previously recorded cumulative translation adjustments are not reversed. Effects of change in functional currency included the reclassifications of convertible debentures and warrants and broker warrants [notes 12[d] and [e]].

The accounts of the Company’s subsidiary Western Magnesium Canada Corporation have been translated to United States dollars.

8 

[c] Critical accounting estimates and judgments

Significant Estimates and Assumptions

The preparation of these Interim Financial Statements in accordance with US GAAP requires the Company to make estimates and assumptions concerning the future. Management reviews these estimates and underlying assumptions on an ongoing basis, based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to estimates are adjusted for prospectively in the period in which the estimates are revised.

Estimates and assumptions where there is potential risk of material adjustments to assets and liabilities in future accounting periods include the useful lives of property, plant and equipment, recoverability of the carrying value of exploration and evaluation assets, fair value measurements for financial instruments, discount rates for leases, recoverability and measurement of deferred tax assets and liabilities, and contingent liabilities.

Significant Judgments

The preparation of these Interim Financial Statements in accordance with US GAAP requires the Company to make judgments, apart from those involving estimates, in applying accounting policies. The most significant judgments in applying the Company’s Interim Financial Statements include:

- the assessment of the Company’s ability to continue as a going concern and whether there are events or conditions that may give rise to substantial doubt;

- whether there are indicators of impairment of the Company’s exploration and evaluation assets and other non-current assets;

- the classification of financial instruments; and

- determination of functional currency.

3. RECENT ACCOUNTING PRONOUNCEMENTS

New Accounting Standards Adopted During the Periods

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years, with early adoption permitted. Effective November 1, 2021, the Company adopted the new standard. There was no material impact or adjustment to these Interim Financial Statements.

In January 2020, the FASB issued ASU 2020-01, Investments – Equity Securities (Topic 321), Investments – Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) (“ASU 2020-01”), which is intended to clarify the interactions of the accounting for equity securities under Topic 321 and investments accounted for under the equity method of accounting in Topic 323 and the accounting for certain forward contracts and purchased options accounted for under Topic 815. ASU 2020-01 is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years, with early adoption permitted. Effective November 1, 2021, the Company adopted the new standard. There was no material impact or adjustment to these Interim Financial Statements.

New Accounting Standards Not Yet Adopted

In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”). ASU 2020-06 eliminates the beneficial conversion and cash conversion accounting models for convertible instruments and supersedes the respective guidance within ASC 470-20 and ASC 740-10-55-51, which will result in more instruments to be accounted for as a single instrument rather than having their proceeds allocated between liability and equity accounting units. As smaller reporting companies as defined by the United States Securities and Exchange Commission (the “SEC”), ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the effect of adopting these updates on its financial statements.

9 

4. PROPERTY, PLANT AND EQUIPMENT

	Computer Equipment			Furniture			Leasehold Improvement			Furnace & Plant Equipment			Vehicle			Total
	$			$			$			$			$			$
Cost
Balance, October 31, 2020		32,318			38,916			7,610			28,413			–			107,257
Additions		77,955			11,510			129,257			2,278,205			–			2,496,927
Write-off of equipment		(4,245	)		–			–			–			–			(4,245	)
Foreign exchange effect		3,601			3,116			2,614			38,108			–			47,439
Balance, October 31, 2021		109,629			53,542			139,481			2,344,726			–			2,647,378
Additions		–			2,171			21,932			634,067			29,215			687,385
Foreign exchange effect		–			(230	)		(3,611	)		(49,144	)		(136	)		(53,121	)
Balance, January 31, 2022		109,629			53,483			157,802			2,929,649			29,079			3,281,642
Accumulated Depreciation
Balance, October 31, 2020		14,677			8,326			4,818			–			–			27,821
Depreciation expense		13,907			7,443			8,827			13,971			–			44,148
Write-off of equipment		(2,057	)		–			–			–			–			(2,057	)
Foreign exchange effect		1,294			745			502			221			–			2,762
Balance, October 31, 2021		27,821			16,514			14,147			14,192			–			72,674
Depreciation expense		8,794			1,880			4,656			34,374			730			50,434
Foreign exchange effect		–			(35	)		(230	)		(442	)		(3	)		(710	)
Balance, January 31, 2022		36,615			18,359			18,573			48,124			727			122,398
Net Book Value
Balance, October 31, 2020		17,641			30,590			2,792			28,413			–			79,436
Balance, October 31, 2021		81,808			37,028			125,334			2,330,534			–			2,574,704
Balance, January 31, 2022		73,014			37,124			139,229			2,881,525			28,352			3,159,244

5. RIGHT-OF-USE ASSETS

As at January 31, 2022, the right-of-use assets are leases for the Company’s corporate offices in Vancouver, British Columbia and McLean, Virginia, and its research and development pilot plant located in Burnaby, British Columbia. These leases terminate on March 31, 2023, February 28, 2025 and September 30, 2023, respectively. The lease for the Company’s office in Las Vegas, Nevada ended on May 31, 2021.

10 

	Vancouver Office		Virginia Office		Nevada Office		Pilot Plant			Total
	$		$		$		$			$
Cost
Balance, October 31, 2020		59,701		–		22,856		357,949			440,506
Additions		91,237		287,847		–		–			379,084
Foreign exchange effect		5,943		4,544		1,724		26,997			39,208
Balance, October 31, 2021		156,881		292,391		24,580		384,946			858,798
Foreign exchange effect		–		–		–		(10,139	)		(10,139	)
Balance, January 31, 2022		156,881		292,391		24,580		374,807			848,659
Accumulated Depreciation
Balance, October 31, 2020		42,142		–		14,434		9,943			66,519
Depreciation expense		44,259		15,288		8,915		117,292			185,754
Foreign exchange effect		3,876		241		1,231		2,602			7,950
Balance, October 31, 2021		90,277		15,529		24,580		129,837			260,223
Depreciation expense		11,021		16,935		–		30,950			58,906
Foreign exchange effect		–		–		–		(3,563	)		(3,563	)
Balance, January 31, 2022		101,298		32,464		24,580		157,224			315,566
Net Book Value
Balance, October 31, 2020		17,559		–		8,422		348,006			373,987
Balance, October 31, 2021		66,604		276,862		–		255,109			598,575
Balance, January 31, 2022		55,583		259,927		–		217,583			533,093

6. LEASE OBLIGATIONS

On adoption of ASU 2016-02 on November 1, 2019, the Company recognized lease liabilities of $83,549 which had previously been classified as operating leases. The lease liabilities were measured at the present value of the remaining lease payments and discounted using the lessee’s incremental borrowing rate of approximately 7%.

During the year ended October 31, 2020, the Company entered into a new operating lease with respect to its research and development pilot plant located in Burnaby, British Columbia and recognized a lease liability of $354,263, which was measured by discounting lease payments using an incremental borrowing rate of approximately 6%.

During the year ended October 31, 2021, the Company renewed its operating lease with respect to its corporate office in Vancouver, British Columbia and recognized a lease liability of $91,237, which was measured by discounting lease payments using an incremental borrowing rate of approximately 7%.

During the year ended October 31, 2021, the Company entered into a new operating lease with respect to its office in McLean, Virginia and recognized a lease liability of $260,649, which was measured by discounting lease payments using an incremental borrowing rate of approximately 7%.

11 

	Vancouver Office			Virginia Office			Nevada Office			Pilot Plant			Total
	$			$			$			$			$
Balance, October 31, 2020		18,123			–			12,211			350,593			380,927
Additions		91,237			260,649			–			–			351,886
Lease payments		(47,931	)		(5,137	)		(9,457	)		(139,037	)		(201,562	)
Interest expenses		3,076			3,019			219			19,005			25,319
Prior period adjustment		–			–			(3,065	)		–			(3,065	)
Foreign exchange effect		2,099			4,081			92			24,548			30,820
Balance, October 31, 2021		66,604			262,612			–			255,109			584,325
Lease payments		(12,097	)		–			–			(34,538	)		(46,635	)
Interest expenses		1,076			4,575			–			3,589			9,240
Foreign exchange effect		–			–			–			(6,576	)		(6,576	)
Balance, January 31, 2022		55,583			267,187			–			217,584			540,354
Which consist of:
Current lease obligation		47,548			44,823			–			127,938			220,309
Non-current lease obligation		8,035			222,364			–			89,646			320,045
Balance, January 31, 2022		55,583			267,187			–			217,584			540,354

7. MINERAL PROPERTY COSTS

As at January 31, 2022, the Company had the following mining claims:

[a] Silverado Property, Nevada, United States

The Silverado property is located in the Pinto mining district of Nevada, consists of 3 patented mining claims totaling approximately 120 hectares, and is 100% owned by the Company. The carrying value of the property is $1.

[b] Tami Mosi Property, Nevada, United States

The Company holds a 100% interest in 81 unpatented lode mining claims totaling approximately 1,637 acres located in White Pine County, Nevada and four unpatented lode mining claims totaling approximately 10 acres located in the Moor Mining District, Elko County, Nevada. These mining claims are subject to a 2% net smelter royalty in favor of the prior owner of the claims. The carrying value of the property is $93,452.

12 

8. RELATED PARTY TRANSACTIONS

[a] Deposits held by related parties

The Company provided related parties with advances that were held as deposits for anticipated future costs related to the Company’s planned magnesium research and development pilot plant and other administrative expenses (the “Pilot Plant Advances”). As at January 31, 2022, the Company had the following deposits held by related parties:

	Related Party A [i]			Related Party B [ii]			Total
	$			$			$
Balance, October 31, 2020		–			–			–
Advances		987,912			2,292,912			3,280,824
Costs and expenses		(696,431	)		(2,097,931	)		(2,794,362	)
Balance, October 31, 2021		291,481			194,981			486,462
Advances		300,000			522,335			822,335
Costs and expenses		(79,793	)		(675,390	)		(755,183	)
Foreign exchange effect		13,193			(1,066	)		12,127
Balance, January 31, 2022		524,881			40,860			565,741

[i] Related Party A is a company controlled by a director and officer.

[ii] Related Party B is a company controlled by an officer.

[b] Due to related parties

As at January 31, 2022, balances due to related parties totaled $1,092,786 (October 31, 2021 – $1,026,817). All advances are unsecured, non-interest bearing, and have no stated terms of repayment.

	January 31, 2022		October 31, 2021
	$		$
Wages payable to directors and officers		357,500		357,500
Benefits payable to directors and officers		581,854		539,209
Fees and expenses payable to directors and officers		151,261		127,878
Interests due to a shareholder		2,171		2,230
Total		1,092,786		1,026,817

[c] Key management compensation

As at January 31, 2022, the Company had twelve executives including eight in senior management. Their aggregate annualized compensation is approximately $2.9 million. During the three months ended January 31, 2022, the Company incurred salaries, benefits, and consulting fees totaling $747,589 to directors and officers of the Company. There were no stock options granted to directors or officers of the Company during the period.

[d] Transactions with related parties

[i] During the three months ended January 31, 2022, the Company incurred consulting fees of CA$30,000 (USD equivalent $23,587) to a member of senior management.

[ii] In June 2021, the Company renewed its sublease agreement with a company controlled by a director and officer for its corporate office in Vancouver, British Columbia with a lease term from April 1, 2021 to March 31, 2023 at a monthly rent of CA$9,794 (USD equivalent $7,700).

[iii] Pursuant to an agreement entered on August 29, 2018 and which was approved by the TSX-V on September 12, 2018, a company controlled by a director and officer is eligible to receive up to 5% of the issued and outstanding common shares of the Company as at August 28, 2018 for up to $5 million raised. During the year ended October 31, 2021, the commitment was met. On November 3, 2021, the Company issued 9,163,425 common shares at a price of CA$0.65 per share with a total fair value of CA$5,956,226 (USD equivalent $4,796,832) as share issue costs.

13 

9. CONTINGENT LIABILITIES AND COMMITMENTS

[a] Contingent liabilities

[i] On September 29, 2020, James Sever filed a Notice of Civil Claim against the Company in the Supreme Court of British Columbia (the “Sever Claim”). The Sever Claim alleges that Mr. Sever had an employment and/or other similar contractual relationship with the Company, and that the Company breached such contractual relationship by way of constructive dismissal or similar conduct. The Sever Claim seeks damages in excess of $2.5 million, certain equity compensation, prejudgment garnishment, costs, interest and other non-monetary relief. On July 27, 2021, the Company filed a response to the Sever Claim, which included the following pleadings: (a) that the Company was never properly served with the Sever Claim; (b) that the Company had never had any form of employment, independent or consulting relationship or agreement with Mr. Sever; (c) that the Company had no debts, liabilities or obligations to Mr. Sever; (d) that to the extent that Mr. Sever had some form of employment, independent or consulting or similar relationship or agreement as alleged in the Sever Claim, such contract or relationship, if one existed, was never with the Company and was with some other corporate entity. The Company intends to vigorously defend against the Sever Claim, and believes that the Sever Claim is without merit. As the Company cannot predict the outcome of the Sever Claim, no provision has been recognized as there is no present obligation and the probability of an outcome cannot be determined.

[ii] On December 31, 2020, GEM Yield Bahamas Limited (“GEM”) served the Company with a Notice of Intention to Arbitrate (the “New York Arbitration Notice”) before the American Arbitration Association in New York (the “GEM New York Arbitration”). The New York Arbitration Notice alleges the Company breached a Share Subscription Agreement dated November 15, 2019 entered into between the Company and GEM (the “GEM Agreement”), among other things, claiming damages of CA$4.2 million (USD equivalent $3.4 million). On January 19, 2021, the Company filed a petition in the New York Supreme Court to stay the GEM New York Arbitration claiming the GEM Agreement was not valid. On March 19, 2021, the Court in the New York State Action ruled that there was an arbitration clause in the GEM Agreement but it was up to the arbitrator to determine if the arbitration clause was valid. Following this ruling, the New York State Action was closed. In June 2021, GEM filed a Statement of Claim in the GEM New York Arbitration, and the Company filed a Statement of Answer denying the existence of any binding agreement between the Company and GEM, among other defenses. In January 2022, the Company filed a Modified Statement of Defense and Counterclaims. The Company intends to vigorously defend itself in the GEM New York Arbitration and believes the allegations lack merit. As the Company cannot predict the outcome of this arbitration proceeding, no provision has been recognized in respect to the GEM New York Arbitration as there is no present obligation and the probability of an outcome cannot be determined.

[iii] On February 8, 2021, GEM instituted another arbitration against the Company before the International Centre for Dispute Resolution in Montreal Canada (the “GEM Montreal Arbitration”) and joined GEM’s affiliate, GEM Global Yield LLC SCS (“GEM Global Yield” together with GEM, the “GEM Parties”). The Statement of Claim filed by the GEM Parties alleges the Company breached a Share Subscription Agreement dated November 15, 2019 and promissory note, among other things, claiming damages of approximately CA$4.9 million (USD equivalent $3.9 million), in addition to costs and expenses, stemming from the Company’s alleged failure to issue to GEM Global Yield warrants to purchase up to 33 million shares of the Company’s common stock. The Company filed a Statement of Defense denying the existence of any binding agreement between the Company and GEM, among other defenses. In January 2022, the Company filed an Amended Statement of Defense and Cross-claim. The Company intends to vigorously defend itself in the GEM Montreal Arbitration and believes the allegations lack merit. As the Company cannot predict the outcome of this arbitration proceeding, no provision has been recognized in respect to the GEM Montreal Arbitration as there is no present obligation and the probability of an outcome cannot be determined.

14 

[iv] On April 19, 2021, Lampert Advisors, LLC (“Lampert”) filed a Verified Complaint against the Company’s wholly owned subsidiary Western Magnesium Corp., a Nevada corporation (“Western Magnesium – Nevada”) in the Supreme Court of the State of New York, County of New York (the “Lampert Lawsuit”). The complaint filed in the Lampert Lawsuit alleges that Lampert entered into an agreement with Western Magnesium – Nevada to provide various financial advisory services including acquisition advisory services and act as an exclusive placement agent for a combination of debt and equity securities (the “Lampert Agreement”), that it performed all services required under that agreement and that it is owed $367,227 plus interest at the rate of 9% from February 3, 2021 and that it has a right of first refusal to act as financial advisor in connection with any debt, equity or debt restructuring assignments on terms, conditions and compensation customary for Lampert for a transaction of the type contemplated. Although Lampert claims to have personally served Western Magnesium – Nevada, the Company never received the Summons and Complaint and therefore, never submitted a response. On September 9, 2021, Lampert filed a Motion seeking the entry of a default judgment (the “Motion”). The Company opposed the Motion and filed a cross-motion to compel Lampert to accept the Company’s answer. The Court granted the Company’s cross-motion and denied Lampert’s Motion as moot. The Court scheduled a preliminary conference for the parties on March 30, 2022. The Company intends to vigorously defend against the Lampert Lawsuit, and believes that the Lampert Lawsuit is without merit. As the Company cannot predict the outcome of the Lampert Lawsuit, no provision has been recognized as there is no present obligation and the probability of an outcome cannot be determined.

[b] Commitments

[i] On November 1, 2016, the Company signed a contract services agreement with Lodestar Management Group, LLC (“Lodestar”), a US corporate logistics company. Lodestar provides advisory, consulting, negotiation and other management services relating to corporate management, administrative and/or operational activities of the Company. The term of the contract was for one year and has been renewed under the same terms on January 1, 2018 and 2019. The Company has agreed to compensate Lodestar in the amount of $1,800 or CA$2,500 per month by either cash or arrangement of the issuance of shares. The number of shares issued will be based on the share price on the day of issuance that is not lower than the CA$0.05 per share minimum requirement and will not exceed $1,800 or CA$2,500 in value. The shares will be issued on the last working day of each month for a period of twelve months. During the three months ended January 31, 2022, the Company did not make any cash payment (2021 – $nil) or issue any shares (2021 – nil) to Lodestar. As at January 31, 2022, the outstanding amounts payable to Lodestar was $53,491 (October 31, 2021 – $53,491).

[ii] During the year ended October 31, 2020, the Company has entered into a lease agreement for its research and development pilot plant in Burnaby, British Columbia with a lease term from October 1, 2020 to September 30, 2023 at a monthly rent of CA$20,715 (USD equivalent $16,727). In June 2021, the Company renewed its sublease agreement with a company controlled by a director and officer for its corporate office in Vancouver, British Columbia with a lease term from April 1, 2021 to March 31, 2023 at a monthly rent of CA$9,794 (USD equivalent $7,909). In September 2021, the Company entered into a lease agreement for its office in McLean, Virginia with a lease term from September 14, 2021 to February 28, 2025 at a monthly rent of $9,113. The Company will be abated for the beginning five months and is entitled to a tenant allowance of $41,010 [notes 5 and 6].

15 

10. PROMISSORY NOTE

During the year ended October 31, 2019, the Company received a loan of CA$150,000 (USD equivalent $112,895) from a related party. The loan was unsecured, bore interest at 18% and was due on demand. During the year ended October 31, 2020, the loan was increased by an additional CA$60,000 (USD equivalent $44,588) to CA$210,000 (USD equivalent $157,483), and was due on September 24, 2021. During the year ended October 31, 2021, the Company accrued interest expense of $1,639 (2020 – $16,655) and repaid the entire balance and interest totaling $65,761 (2020 – $101,066).

11. PROVISION FOR FLOW THROUGH SHARE ISSUANCES

The Company has recorded a provision in the amount of $227,140 (October 31, 2021 – $233,285) for tax and related obligations relating to flow through share issuances from prior years.

12. CONVERTIBLE DEBENTURE AND DERIVATIVE LIABILITY

[a] July 2020 Convertible Debenture

On July 27, 2020, the Company closed a non-brokered private placement of an unsecured convertible note in the principal amount of CA$150,000 (USD equivalent $112,124, the “July 2020 Convertible Debenture”). The note bears interest at 12% per annum and is due on the date that is one year following the closing date. The note is convertible into common shares of the Company at the price which is the greater of CA$0.15 per common share and the market price on the date of the conversion notice. Any accrued but unpaid interest will be payable on the earlier of the maturity date and the date of conversion in cash or common shares. No finder’s fees were paid in connection with this private placement. On May 18, 2021, the Company issued a total of 1,360,959 common shares on the conversion of the July 2020 Convertible Debenture including conversion of accrued interest and 263,973 common shares valued at $26,286 in transaction costs. The July 2020 Convertible Debenture had an effective interest rate of 37%.

[b] July 2021 Convertible Debenture

On July 15, 2021, the Company closed a non-brokered private placement of an unsecured convertible note in the principal amount of CA$100,000 (USD equivalent $79,542, the “July 2021 Convertible Debenture”) which it received on April 22, 2021. The note bears interest at 12% per annum and is due on the date that is one year following the closing date. The note is convertible at a price of CA$0.12 per Unit, where each Unit is comprised of one common share and one common share purchase warrant exercisable at a price of CA$0.20 per common share for a period of two years. Any accrued but unpaid interest will be payable on the earlier of the maturity date and the date of conversion in cash or common shares.

As at January 31, 2022, the Company incurred contractual interest of CA$9,337 (USD equivalent $7,375) [2021 – CA$7,299 (USD equivalent $5,802)]. The July 2021 Convertible Debenture has an effective interest rate of 608.98%.

[c] June 2021 Convertible Debenture

On June 15, 2021, the Company closed a non-brokered private placement of an unsecured convertible note in the principal amount of $1,500,000 (the “June 2021 Convertible Debenture”). The note bears interest at 12% per annum and matures on December 10, 2022. The June 2021 Convertible Debenture is convertible into 15,000,000 units, where each unit consists of (i) one share of the Company’ common stock, (ii) one-half of one Class A common stock purchase warrant, with each whole warrant being exercisable at a price of $0.13 until June 10, 2026, and (iii) one-half of one Class B common stock purchase warrant, with each whole warrant being exercisable at a price of $0.19 until June 10, 2026 (collectively, the “Class A and B Warrants”). In addition, the conversion price for accrued interest is the greater of (i) $0.10 and (ii) the minimum conversion price permitted by the TSX-V at the time of conversion.

16 

As part of the offering of the June 2021 Convertible Debenture, the Company also entered into the June 10, 2021 Securities Purchase Agreement (the “Securities Purchase Agreement”), whereby the Company agreed to use commercially reasonable efforts to file a registration statement with the United States Securities and Exchange Commission (the “SEC”) by August 14, 2021, covering the public resale of the shares of common stock underlying such debenture and, upon its conversion, the Class A and B Warrants issuable upon such conversion (the “Underlying Shares”), and to use its best efforts to cause the registration statement to be declared effective on October 13, 2021. On December 13, 2021, the Company’s Form 10 Registration Statement filed with the SEC was declared effective.

In addition to certain covenants contained in the Securities Purchase Agreement, the terms of the June 2021 Convertible Debenture contain certain negative covenants by the Company, including, among others, sell or offer to sell any securities with non-fixed or floating price features, issue any common stock or common stock equivalents at a price lower than the Conversion Price herein then in effect, or issue any equity or debt instruments with anti-dilution provisions.

In the event the Company issues or sells any common stock or common stock equivalents with terms that the purchaser holding the outstanding June 2021 Convertible Debenture (the “Convertible Debenture Holder”) or the Class A and B Warrants reasonably believes are more favorable to such holder than the terms of the June 2021 Convertible Debenture or the Class A and B Warrants, then upon notice to the Company by such holder within five trading days after notice to such holder by the Company, the Company will use commercially reasonable efforts to obtain the approval of the TSX-V and any additional required regulatory approval to amend the terms of the June 2021 Convertible Debenture or the Class A and B Warrants as required, as the case may be, so as to give such holder the benefit of such more favorable terms or conditions.

The conversion price of the June 2021 Convertible Debenture and the exercise price of the Class A and B Warrants are subject to proportional adjustment in the event of stock splits, stock dividends and similar corporate events, including merger or consolidation of the Company or in a “Fundamental Transaction” as defined in the June 2021 Convertible Debenture.

The Company has granted the holders certain rights of first refusal on its future offerings for as long as the June 2021 Convertible Debenture or the Class A and B Warrants are outstanding.

The Company may prepay and satisfy the June 2021 Convertible Debenture so long as an event of default has not occurred, upon 20 days’ prior written notice received by the Company to the holder, by paying 125% of the amounts owed on the June 2021 Convertible Debenture, including all principal, interest and other fees. The holder of this debenture may, however, convert all or a portion of the debenture during the 20-day notice period.

17 

During the three months ended January 31, 2022, the Company issued an aggregate 3,000,000 units on partial conversion of the June 2021 Convertible Debenture, for a total of 3,000,000 common shares, 1,500,000 Class A Warrants exercisable at a price of $0.13 until June 10, 2026, and 1,500,000 Class B Warrants exercisable at a price of $0.19 until June 10, 2026 [note 13[b]].

As at January 31, 2022, the Company incurred contractual interest of $109,808 (2021 – $70,521). The June 2021 Convertible Debenture has an effective interest rate of 1,348%.

[d] Debt Host Liability and Embedded Derivative Liability

Certain of the Company’s convertible debentures were determined to be hybrid financial instruments comprised of a debt host liability and an embedded derivative liability, as under the conversion feature the number of shares that will or may be issued to settle the notes may vary. The Company uses the Black-Scholes Option Pricing Model based on different default risks and assumptions. The debt host liability of the convertible note will be measured at amortized cost, with the embedded derivative liability measured at fair value through profit and loss.

On issuance date of the July 2020 Convertible Debenture, the fair value of its debt host liability was determined to be $87,083 and the respective embedded derivative liability was valued at $25,041. Fair value adjustments were made to the embedded derivative liability of the July 2020 Convertible Debenture on conversion date of May 18, 2021, resulting in a value of $nil.

On issuance date of the June 2021 Convertible Debenture, it was determined to be a hybrid financial instrument comprised of a debt host liability and an embedded derivative liability. The embedded derivative liability was valued at $1,646,600 which exceeded the face value of the note itself of $1,500,000, the debt host liability was then assigned a face value of $1, with an immediate loss of $146,601 on recognition of the debt host liability. As at October 31, 2021, its combined value was $7,449,744. On November 1, 2021, the Company’s functional currency change resulted in the reclassification of the June 2021 Convertible Debenture from a hybrid financial instrument accounted for in accordance with ASU 815-15 to a convertible debt instrument with a beneficial conversion feature accounted for in accordance with ASU 470-20. The value of the embedded derivative liability was reclassified to additional paid-in capital and continues to amortize the debt discount as interest costs over the period from the issuance date to the stated maturity date using the effective interest method. During the three months ended January 31, 2022, the Company recorded interest expense on debt discount of $300,034 which includes the full amortization of the portions of the debt which were converted in the period. As at January 31, 2022, the debt discount had a carrying value of $1,199,966.

On issuance date of the July 2021 Convertible Debenture, it was determined to be a convertible debt instrument with a beneficial conversion feature accounted for in accordance with ASU 470-20. The Company allocated the intrinsic value of the beneficial conversion feature of the July 2021 Convertible Debenture capped at the face value of CA$100,000 (USD equivalent $79,542) to additional paid-in capital. On November 1, 2021, the Company’s functional currency change resulted in the reclassification of the July 2021 Convertible Debenture to a hybrid financial instrument accounted for in accordance with ASU 815-15. The embedded derivative liability was valued at CA$529,400 (USD equivalent $421,095), the previous beneficial conversion feature was reversed out of additional paid-in capital, and a loss of CA$429,400 (USD equivalent $341,553) was recognized in the statement of loss and comprehensive loss. As at January 31, 2022, the amortized cost of the July 2021 Convertible Debenture’s debt host liability was CA$11,780 (USD equivalent $9,262) and the fair value of the embedded derivative liability was CA$269,300 (USD equivalent $211,730), with a combined value of CA$281,080 (USD equivalent $220,992).

18 

The inputs used in the Black-Scholes Option Pricing Model are as follows:

	January 31,			November 1,			October 31,			June 15,			July 27,
	2022			2021			2021			2021			2020
Risk free rate of interest		1.51	%		1.07	%		1.08	%		0.31	%		0.26	%
Expected life in years		0.45 years			0.70 years			1.11 years			1.50 year			0.74 year
Conversion exercise price		CA$0.12			CA$0.12		$	0.10		$	0.10			CA$0.15
Underlying share price of the Company		CA$0.44			CA$0.75		$	0.59		$	0.19			CA$0.13
Expected volatility		109.11	%		124.34	%		107.62	%		87.17	%		82.54	%
Expected dividend rate		Nil			Nil			Nil			Nil			Nil

	July 2020 Convertible Debenture			June 2021 Convertible Debenture			July 2021 Convertible Debenture			Total
	$			$			$			$
Debt Host Liability
Balance, October 31, 2020		96,318			–			–			96,318
Value of debt host liability recognized		–			1			–			1
Accretion and interest expense		23,587			43			63			23,693
Conversion		(125,560	)		–			–			(125,560	)
Foreign currency translation		5,655			–			–			5,655
Balance, October 31, 2021		–			44			63			107
Effects of change in functional currency		–			1,500,000			–			1,500,000
Accretion and interest expense		–			529			9,244			9,773
Conversion		–			(300,000	)		–			(300,000	)
Foreign currency translation		–			–			(45	)		(45	)
Balance, January 31, 2022		–			1,200,573			9,262			1,209,835
Embedded Derivative Liability
Balance, October 31, 2020		20,123			–			–			20,123
Fair value of embedded derivative liability recognized		–			1,646,600			–			1,646,600
Fair value adjustment		(16,058	)		5,717,328			–			5,701,270
Conversion		(5,247	)		–			–			(5,247	)
Foreign currency translation		1,182			85,772			–			86,954
Balance, October 31, 2021		–			7,449,700			–			7,449,700
Effects of change in functional currency		–			(7,449,700	)		421,094			(7,028,606	)
Fair value adjustment		–			–			(205,450	)		(205,450	)
Foreign currency translation		–			–			(3,914	)		(3,914	)
Balance, January 31, 2022		–			–			211,730			211,730
Debt Discount
Balance, October 31, 2021		–			–			–			–
Effects of change in functional currency		–			(1,500,000	)		–			(1,500,000	)
Amortization		–			300,034			–			300,034
Balance, January 31, 2022		–			(1,199,966	)		–			(1,199,966	)
Combined Value of Convertible Debenture
Balance, October 31, 2020		116,441			–			–			116,441
Balance, October 31, 2021		–			7,449,744			63			7,449,807
Balance, January 31, 2022		–			607			220,992			221,599

19 

[e] Derivative Liability – Warrants and Broker Warrants

On November 1, 2021, the Company’s functional currency change resulted in the reclassification of its outstanding warrants and broker warrants denominated in the Canadian dollars as derivative liabilities measured at fair value through profit and loss. The previous value of outstanding broker warrants was reversed out of additional paid-in capital, and the derivative liability of warrants and broker warrants were valued at $26,956,177 and $76,811, respectively. During the three months ended January 31, 2022, upon exercise of common share purchase warrants, a value of $3,481,052 was reclassified from derivative liability to share capital. As at January 31, 2022, the derivative liability of warrants and broker warrants were valued at $8,246,718 and $41,670, respectively, resulting in a net loss in the quarter of $11,765,241. The Company uses the Black-Scholes Option Pricing Model based on default risks and assumptions as appropriate.

13. SHARE CAPITAL

[a] Authorized capital

The authorized share capital consists of 1,000,000,000 common voting shares at par value of $0.001.

[b] Common shares issued

Fiscal 2021

[i] In connection with the non-brokered private placement announced on September 10, 2020:

On November 20, 2020, the Company closed the first tranche of the non-brokered private placement, issuing 5,599,171 units at a price of CA$0.13 per unit for gross proceeds of CA$727,892 (USD equivalent $556,876), which had been received prior to October 31, 2020 and recorded as an obligation to issue shares.

On January 15, 2021, the Company closed the second tranche of the non-brokered private placement, consisting of 7,337,914 units at a price of CA$0.13 per unit for gross proceeds of CA$953,930 (USD equivalent $749,435), of which $39,996 had been received prior to October 31, 2020 and recorded as an obligation to issue shares.

On January 29, 2021, the Company closed the third tranche of the non-brokered private placement consisting of 5,382,303 units at a price of CA$0.13 per unit for gross proceeds of CA$699,699 (USD equivalent $547,496).

On March 24, 2021, the Company closed the fourth tranche of the non-brokered private placement consisting of 6,554,172 units at a price of CA$0.13 per unit for gross proceeds of CA$852,042 (USD equivalent $678,270).

On April 27, 2021, the Company closed the fifth and final tranche of the non-brokered private placement consisting of 851,395 units at a price of CA$0.13 per unit for gross proceeds of CA$110,681 (USD equivalent $89,237).

20 

In total, the Company issued an aggregate 25,724,955 units at a price of CA$0.13 per unit for aggregate gross proceeds of CA$3,344,244 (USD equivalent $2,621,314). Each unit issued consists of one common share and one common share purchase warrant entitling the holder to acquire a further common share at a price of CA$0.19 for a period of one year from the closing date of the respective financing tranche. The Company incurred aggregate share issue costs of $195,614.

[ii] On May 5, 2021, the Company announced a non-brokered private placement priced at CA$0.13 per unit to raise gross proceeds of up to CA$3,000,000. On May 28, 2021, the Company closed the first tranche of the non-brokered private placement issuing 5,223,420 units at a price of CA$0.13 per unit for gross proceeds of $679,044 (USD equivalent $561,844). On June 17, 2021, the Company closed the second and final tranche of the non-brokered private placement consisting of 17,853,506 units at a price of CA$0.13 per unit for gross proceeds of CA$2,320,956 (USD equivalent $1,880,687). The Company issued total of 23,076,926 units at a price of CA$0.13 per unit for total gross proceeds of CA$3,000,000 (USD equivalent $2,442,531). Each unit issued consists of one common share and one common share purchase warrant entitling the holder thereof to acquire a further common share at a price of CA$0.19 for a period of one year from the date of closing of the respective financing tranche. The Company incurred aggregate share issue costs of $154,336.

[iii] On May 18, 2021, the Company issued a total of 1,360,959 common shares on the conversion of the July 2020 Convertible Debenture including accrued interest and 263,973 common shares valued at $26,286 in transaction costs.

[iv] On June 7, 2021, the Company issued 1,538,461 common shares at a price of CA$0.24 per share with a total fair value of CA$369,231 (USD equivalent $305,832) for equipment.

[v] On July 16, 2021, the Company closed a non-brokered private placement and issued 4,350,000 units at a price of CA$0.20 per unit for gross proceeds of CA$870,000 (USD equivalent $690,860). Each unit consists of one common share and one common share purchase warrant entitling the holder thereof to acquire a further common share at a price of CA$0.30 for a period of one year from the date of closing. The Company incurred aggregate share issue costs of $48,319.

[vi] On August 11, 2021, the Company closed a non-brokered private placement and issued 3,827,601 units at a price of CA$0.55 (US$0.44) per unit for gross proceeds of CA$2,105,180 (USD equivalent $1,683,336). Each unit consists of one common share and one common share purchase warrant entitling the holder thereof to acquire a further common share at a price of CA$0.65 (US$0.52) for a period of eighteen months from the date of closing. The Company incurred aggregate share issue costs of $124,923.

[vii] During the year ended October 31, 2021, the Company issued a total of 7,014,969 common shares on the exercise of common share purchase warrants at a price ranging from CA$0.05 to CA$0.21 per share for gross proceeds of CA$1,120,130 (USD equivalent $887,520). A total of 525,173 warrants expired unexercised.

[viii] During the year ended October 31, 2021, the Company issued a total of 2,630,000 common shares on the exercise of stock options at a price ranging from CA$0.05 to CA$0.16 per share for gross proceeds of CA$175,800 (USD equivalent $140,734).

[ix] With respect to the exercises of common share purchase warrants and options, the Company reclassified $4,291 and $121,932, respectively, from additional paid-in capital to share capital during the year ended October 31, 2021.

21 

Fiscal 2022

[i] Pursuant to an agreement entered on August 29, 2018 and which was approved by the TSX-V on September 12, 2018, a company controlled by a director and officer was eligible to receive up to 5% of the issued and outstanding common shares of the Company as at August 28, 2018 for up to $5 million raised. During the year ended October 31, 2021, the commitment was met. On November 3, 2021, the Company issued 9,163,425 common shares at a price of CA$0.65 per share with a total fair value of CA$5,956,226 (USD equivalent $4,796,832) as share issue costs.

[ii] On November 4, 2021, the Company issued 1,000,000 units on partial conversion of the June 2021 Convertible Debenture, for a total of 1,000,000 common shares, 500,000 Class A Warrants exercisable at a price of $0.13 until June 10, 2026, and 500,000 Class B Warrants exercisable at a price of $0.19 until June 10, 2026. On December 13, 2021, the Company issued a further 1,000,000 units on partial conversion of the June 2021 Convertible Debenture, for a total of 1,000,000 common shares, 500,000 Class A Warrants exercisable at a price of $0.13 until June 10, 2026, and 500,000 Class B Warrants exercisable at a price of $0.19 until June 10, 2026. On January 20, 2022, the Company issued a further 1,000,000 units on partial conversion of the June 2021 Convertible Debenture, for a total of 1,000,000 common shares, 500,000 Class A Warrants exercisable at a price of $0.13 until June 10, 2026, and 500,000 Class B Warrants exercisable at a price of $0.19 until June 10, 2026. The Company incurred aggregate share issue costs of $1,361.

[iii] On November 26, 2021, the Company closed a non-brokered private placement and issued 1,375,499 units at a price of $0.55 per unit for gross proceeds of $756,524. Each unit consists of one common share and one common share purchase warrant entitling the holder thereof to acquire a further common share at a price of $0.75 for a period of one year from the date of closing. The Company incurred aggregate share issue costs of $26,656.

[iv] During the three months ended January 31, 2022, upon exercise of common share purchase warrants, the Company issued an aggregate 15,159,448 common shares at a price CA$0.19 per share for gross proceeds of CA$2,880,295 (USD equivalent $2,279,136), 200,000 common shares at a price of CA$0.05 per share for gross proceeds of CA$10,000 (USD equivalent $7,830), and 30,000 common shares at a price of CA$0.30 per share for gross proceeds of CA$9,000 (USD equivalent $6,981). The Company issued a total of 15,389,448 common shares for gross proceeds of CA$2,899,295 (USD equivalent $2,293,946). A total of 2,428,363 warrants expired unexercised.

22 

[c] Common share purchase warrants

A summary of the changes in the Company’s common share purchase warrants during the three months ended January 31, 2022 are as follows:

Expiry Date	Exercise Price ($)		Weighted Average Life (Years)		October 31, 2021		Granted		Exercised			Expired/ Cancelled			January 31, 2022
November 22, 2021		CA$0.19		–		4,160,021		–		(4,080,573	)		(79,448	)		–
January 17, 2022		CA$0.19		–		7,267,914		–		(5,959,396	)		(1,308,518	)		–
January 31, 2022		CA$0.19		–		5,382,303		–		(4,341,906	)		(1,040,397	)		–
February 21, 2022		CA$0.05		0.06		1,505,200		–		–			–			1,505,200
March 24, 2022		CA$0.19		0.14		6,341,872		–		(570,046	)		–			5,771,826
March 27, 2022		CA$0.05		0.15		982,025		–		–			–			982,025
April 27, 2022		CA$0.19		0.24		791,395		–		(50,000	)		–			741,395
May 9, 2022		CA$0.05		0.27		1,813,725		–		–			–			1,813,725
May 30, 2022		CA$0.19		0.33		5,223,420		–		(47,527	)		–			5,175,893
June 17, 2022		CA$0.19		0.38		17,703,506		–		(110,000	)		–			17,593,506
July 18, 2022		CA$0.30		0.46		4,350,000		–		(30,000	)		–			4,320,000
August 14, 2022		CA$0.05		0.53		200,000		–		(200,000	)		–			–
February 13, 2023		CA$0.65		1.04		3,827,601		–		–			–			3,827,601
Subtotal						59,548,982		–		(15,389,448	)		(2,428,363	)		41,731,171
Weighted average exercise price						CA$0.22		–		CA$0.19			CA$0.19			CA$0.23
November 27, 2022		US$0.75		0.82		–		1,375,499		–			–			1,375,499
June 10, 2026		US$0.13		4.36		–		1,500,000		–			–			1,500,000
June 10, 2026		US$0.19		4.36		–		1,500,000		–			–			1,500,000
Subtotal						–		4,375,499		–			–			4,375,499
Weighted average exercise price						–		US$0.35		–			–			US$0.35
Total						59,548,982		4,375,499		(15,389,448	)		(2,428,363	)		46,106,670

A summary of the changes in the Company’s common share purchase warrants during the three months ended January 31, 2021 are as follows:

Expiry Date

Exercise Price ($)

Weighted Average Life (Years)

October 31, 2020

Granted

Exercised

Expired/ Cancelled

January 31, 2021

August 31, 2021

*

CA$0.21

0.58

3,643,791

-

–

–

3,643,791

November 22, 2021

CA$0.19

0.80

–

5,599,171

–

–

5,599,171

January 17, 2022

CA$0.19

0.96

–

7,337,914

–

–

7,337,914

January 31, 2022

CA$0.19

0.99

–

5,382,303

–

–

5,382,303

February 21, 2022

CA$0.05

1.06

1,505,200

–

–

–

1,505,200

March 27, 2022

CA$0.05

1.15

1,482,025

–

–

–

1,482,025

May 9, 2022

CA$0.05

1.27

2,368,626

–

–

–

2,368,626

August 14, 2022

CA$0.05

1.53

1,110,000

–

–

–

1,110,000

Total

10,109,642

18,319,388

–

–

28,429,030

Weighted average exercise price

CA$0.11

CA$0.19

–

–

CA$0.16

* The Company received approval of the TSX-V on January 13, 2021 and amended the expiry date of 3,643,791 warrants, extending the expiry date from January 17, 2021 to August 31, 2021, subject to acceleration if the closing price of the Company’s shares exceeds CA$0.30 per common share for at least 10 consecutive trading days.

[d] Stock options

The Company has adopted an incentive stock option plan, effective on August 8, 2017 and as amended on August 8, 2018, under the rules of the TSX-V pursuant to which it is authorized to grant stock options to executive officers, directors, employees and consultants, enabling them to acquire up to 20% of the total shares outstanding of the Company (the “2017 Stock Option Plan”). Under the 2017 Stock Option Plan, the option exercise price of any option granted shall not be less than the discounted market price of the Company’s common shares. For the purposes of the 2017 Stock Option Plan, the discounted market price is calculated in accordance with the policies of the TSX-V at the time of the grant of the options. Stock options granted are subject to a maximum term of 5 years. All options granted shall vest immediately, except for those options granted to persons performing investor relations activities for the Company. Pursuant to the policies of the TSX-V, shares issued upon the exercise of options are restricted from trading during the 4-month period subsequent to the exercise of options.

23 

On June 11, 2021, the Company adopted the 2021 Equity Incentive Plan which replaces the 2017 Stock Option for providing stock-based compensation to directors, officers, employees, consultants, and advisors of the Company and no further options will be granted under the 2017 Stock Option Plan. Under the 2021 Equity Incentive Plan, the Company is authorized to issue up 27,312,368 shares of the Company. In addition, any common shares reserved for issuance under the 2017 Stock Option Plan that are forfeited as a result of the expiration or termination of any awards under that plan after the date of adoption of the 2021 Equity Incentive Plan will be added to the 2021 Equity Incentive Plan. As of January 31, 2022, 3,730,000 stock options forfeited under the 2017 Stock Option Plan were added to the 2021 Equity Incentive Plan (October 31, 2021 – 1,730,000). The 2021 Equity Incentive Plan provides for various equity-based and cash-based incentive awards, including incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock and restricted stock units, performance awards, dividend equivalents and other equity-based or cash-based awards.

On December 30, 2020, the Company granted 15,650,000 stock options pursuant to its 2017 Stock Option Plan to its directors, officers, employees and consultants at a price of CA$0.13 per share, of which 9,500,000 were exercisable for a period of five years and 6,150,000 were exercisable for a period of two years. However, these options exceeded the maximum allowed under the Company’s 2017 Stock Option Plan. On June 11, 2021, the Company received shareholders’ approval to amend the Company’s 2017 Stock Option Plan to increase the number of common shares reserved for issuance under such plan and rectified the grant of these options.

On August 30, 2021, the Company granted 21,700,000 incentive stock options pursuant to its 2021 Equity Incentive Plan to its directors, officers, employees and consultants. These options are exercisable at a price of CA$0.70 per share for a period of five years.

On October 1, 2021, the Company granted 1,450,000 incentive stock options pursuant to its 2021 Equity Incentive Plan to its officer and employee and consultants. These options are exercisable at a price of CA$0.50 per share for a period of five years.

On December 3, 2021, the Company granted 250,000 incentive stock options pursuant to its 2021 Equity Incentive Plan to an employee. These options are exercisable at a price of CA$0.58 per share for a period of five years.

As at January 31, 2022, the maximum number of common shares available under the 2021 Equity Incentive Plan was 31,042,368, of which 7,642,368 remained available for grant thereunder.

During the three months January 31, 2022, the Company recognized a stock-based compensation totaling $131,575 (2021 – $1,048,990) in relation to the grant of its stock options.

The weighted average grant date fair value of the stock options granted during the three months ended January 31, 2022 was CA$0.50 (2021 – CA$0.09) per option. Option pricing models require the use of highly subjective estimates and assumptions including expected stock price volatility. Changes in the underlying assumptions can materially affect the fair value estimates. The fair value of stock options was estimated on the measurement date using the Black-Scholes Option Pricing Model. The assumptions used to calculate the fair value were as follows:

	2022			2021
Risk free rate of interest		1.34	%		0.20% – 1.07%
Expected life of options		5 years			2 to 5 years
Exercise price of options		CA$0.58			CA$0.13 – CA$0.70
Expected annualized volatility		136.08	%		130.88% – 140.05%
Expected dividend rate		Nil			Nil

24 

A summary of the changes in the Company’s stock options during the three months ended January 31, 2022 are as follows:

Expiry Date	Exercise Price (CA$)		Weighted Average Life (Years)		Outstanding as at October 31, 2021		Granted		Exercised		Expired/ Cancelled			Outstanding as at January 31, 2022		Vested as at January 31, 2022
March 27, 2022		0.05		0.15		1,500,000		–		–		(250,000	)		1,250,000		1,250,000
December 30, 2022		0.13		0.91		6,000,000		–		–		–			6,000,000		6,000,000
August 12, 2023		0.05		1.53		2,290,000		–		–		(750,000	)		1,540,000		1,540,000
December 3, 2023		0.05		1.84		6,450,000		–		–		(500,000	)		5,950,000		5,950,000
May 22, 2024		0.12		2.31		7,900,000		–		–		(500,000	)		7,400,000		7,400,000
November 3, 2024		0.15		2.76		700,000		–		–		–			700,000		700,000
November 24, 2024		0.16		2.82		320,000		–		–		–			320,000		320,000
March 26, 2025		0.11		3.15		100,000		–		–		–			100,000		100,000
April 23, 2025		0.12		3.23		3,350,000		–		–		–			3,350,000		3,350,000
December 30, 2025		0.13		3.92		9,500,000		–		–		–			9,500,000		9,500,000
August 30, 2026		0.70		4.58		21,700,000		–		–		–			21,700,000		21,475,000
October 1, 2026		0.50		4.67		1,450,000		–		–		–			1,450,000		1,450,000
December 3, 2026		0.58		4.84		–		250,000		–		–			250,000		250,000
Total						61,260,000		250,000		–		(2,000,000	)		59,510,000		59,285,000
Weighted average exercise price						CA$0.33		CA$0.58		–		CA$0.07			CA$0.34		CA$0.33
Aggregate intrinsic value					$	19,994,025								$	4,886,548	$	4,93,542
Weighted average remaining life						3.46									3.27		3.26

A summary of the changes in the Company’s nonvested stock options during the year ended January 31, 2022 are as follows:

Expiry Date	Fair Value Per Share (CA$)		Weighted Average Life (Years)		Nonvested as at October 31, 2021		Granted		Vested			Expired/ Cancelled		Nonvested as at January 31, 2022
December 30, 2022		0.07		1.16		162,500		–		(162,500	)		–		–
August 30, 2026		0.56		4.83		300,000		–		(75,000	)		–		225,000
Total						462,500		–		(237,500	)		–		225,000
Weighted average grant date fair value – per option						CA$0.39		–		CA$0.22			–		CA$0.56
Weighted average grant date fair value – total					$	144,131		–	$	41,571			–	$	98,764

25 

A summary of the changes in the Company’s stock options during the three months ended January 31, 2021 are as follows:

Expiry Date	Exercise Price (CA$)		Weighted Average Life (Years)		Outstanding as at October 31, 2020		Granted		Exercised		Expired/ Cancelled			Outstanding as at January 31, 2021		Vested as at January 31, 2021
February 11, 2021		0.05		0.03		800,000		–		–		–			800,000		800,000
August 16, 2021		0.05		0.54		600,000		–		–		–			600,000		600,000
March 27, 2022		0.05		1.15		1,750,000		–		–		–			1,750,000		1,750,000
August 26, 2022		0.13		–		500,000		–		–		(500,000	)		–		–
December 30, 2022		0.13		1.91		–		6,150,000		–		–			6,150,000		5,500,000
April 19, 2023		0.05		2.21		800,000		–		–		–			800,000		800,000
August 12, 2023		0.05		2.53		3,120,000		–		–		–			3,120,000		3,120,000
December 3, 2023		0.05		2.84		7,000,000		–		–		–			7,000,000		7,000,000
May 22, 2024		0.12		3.31		7,950,000		–		–		–			7,950,000		7,950,000
November 3, 2024		0.15		3.76		700,000		–		–		–			700,000		700,000
November 24, 2024		0.16		3.82		900,000		–		–		–			900,000		900,000
March 26, 2025		0.11		4.15		300,000		–		–		–			300,000		300,000
April 23, 2025		0.12		4.23		4,000,000		–		–		(300,000	)		3,700,000		3,512,500
December 30, 2025		0.13		4.92		–		9,500,000		–		–			9,500,000		9,500,000
Total						28,420,000		15,650,000		–		(800,000	)		43,270,000		42,432,500
Weighted average exercise price						CA$0.09		CA$0.13		–		CA$0.13			CA$0.10		CA$0.10
Aggregate intrinsic value					$	801,922								$	743,918	$	801,892
Weighted average remaining life						3.18									3.23		3.24

The intrinsic value of options exercised during the three months ended January 31, 2022 was $nil (2021 – $nil) as no options were exercised during the period.

[e] Share-based payments and other reserves

The share-based payments and other reserves are used to recognize the fair value of stock options granted to directors, officers, employees and consultants as part of their remuneration, as well as those of broker warrants issued in relation to the Company’s financings. When stock options and broker warrants are subsequently exercised, the fair value of such stock options and broker warrants in additional paid-in capital is credited to share capital.

Common share purchase warrants attached to units as part of a unit placement were assigned a $nil value. The residual method is used to calculate the fair value of the warrant component of units issued, whereby the residual of the private placement proceeds less the fair value of the share component is assigned as the fair value of the warrants.

On November 1, 2021, the Company’s functional currency change resulted in the reclassification of its outstanding warrants and broker warrants denominated in the Canadian dollars as derivative liabilities. The previous value of outstanding broker warrants was reversed out of additional paid-in capital. On November 1, 2021, the Company’s functional currency change resulted in the reclassification of the June 2021 Convertible Debenture from a hybrid financial instrument to a convertible debt instrument with a beneficial conversion feature. The value of the embedded derivative liability was reclassified to additional paid-in capital.

[f] Obligations to issue shares

As at January 31, 2022, the Company received advance share subscriptions in the amount of $46,741 (October 31, 2021 – $209,827) in respect of warrants exercised subsequent to the period.

[g] Dilutive common shares

As at January 31, 2022, potentially dilutive common shares relating to common share purchase warrants and options outstanding totaling 105,616,670 (October 31, 2021 – 120,808,982) were not included in the computation of loss per share as the effect would be anti-dilutive.

26 

14. CAPITAL MANAGEMENT

The Company classifies the components of shareholders’ equity as capital, which at January 31, 2022, was a deficiency of $7,422,277 (October 31, 2021 – $6,770,038). When managing capital, the Company’s objective is to ensure the entity continues as a going concern and advance stakeholders’ interests. Management adjusts the capital structure as necessary in order to support its business and technology development. The Company’s board of directors does not establish qualitative 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 focuses on plant operations and magnesium production and continues to move towards the buildout of its pilot plant facility and the development of a full-scale commercial magnesium production facility. The Company is considered to be in the development stage and is dependent upon external financing to fund its activities. In order to carry out its business development activities and pay for administrative costs, the Company will spend its existing working capital and raise additional amounts as needed. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is appropriate. There were no changes in the Company’s approach to capital management during the period. The Company is not subject to any externally imposed capital requirements.

15. FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT

The Company’s classification of its financial instruments is as follows:

Financial Instruments	Measurement Method	Associated Risk	Fair Value at January 31, 2022 ($)
Cash	FVTPL	Credit and currency		772,522
Amounts receivable	Amortized cost	Credit and currency		235,821
Deposits held by related parties	Amortized cost	Credit and currency		565,741
Accounts payable and accrued liabilities	Amortized cost	Currency		2,552,509
Due to related parties	Amortized cost	Currency		1,092,786
Convertible debenture	Amortized cost and FVTPL	Currency		221,599
Derivative liability – warrants	FVTPL	Currency		8,288,387

[a] Fair value

The fair value of financial instruments is the amount of consideration that would be agreed upon in an arm’s length transaction between knowledgeable, willing parties who are under no compulsion to act. The fair value of current financial instruments except derivative liability approximates their carrying values as long as they are short-term in nature or bear interest at market rates.

27 

[b] Fair value hierarchy

Financial instruments that are held at fair value are categorized based on a valuation hierarchy which is determined by the valuation methodology utilized. The fair value hierarchy under US GAAP is based on the following three levels of inputs, of which the first two are considered observable and the last unobservable:

Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 – Observable inputs other than Level 1, quoted prices for similar assets or liabilities in active prices whose inputs are observable or whose significant value drivers are observable; and

Level 3 – Assets and liabilities whose significant value drivers are unobservable by little or no market activity and that are significant to the fair value of the assets or liabilities.

Cash and cash equivalents are valued using a market approach based upon unadjusted quoted prices for identical assets in an active market obtained from securities exchanges. As at January 31, 2022, the fair value of cash and cash equivalents held by the Company was based on Level 1 of the fair value hierarchy. There were no transfers between Levels 1 and 2 during the period.

The Company evaluates its financial instruments and other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 815. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market at each balance sheet date and recorded as a liability and the change in fair value is recorded in the consolidated statements of loss and comprehensive loss. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity.

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Derivative instruments that become subject to reclassification are reclassified at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether or not settlement of the derivative instrument is expected within 12 months of the balance sheet date.

The Company uses the Black-Scholes Option Pricing Model to value derivative liabilities. This model uses Level 3 inputs in the fair value hierarchy established by ASC 820 Fair Value Measurement. The inputs used in determining the fair value of the embedded derivative are disclosed in note 12[d].

[c] Financial risk management

The Company’s board of directors has the overall responsibility for the establishment and oversight of the Company’s risk management framework. 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 limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and in response to the Company’s activities. Management regularly monitors compliance with the Company’s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Company.

28 

In the normal course of operations, the Company is exposed to various risks such interest rate, foreign exchange, commodity, credit, and liquidity. To manage these risks, management determines what activities must be undertaken to minimize potential exposure to risks. The objectives of the Company in managing risks are as follows:

● Maintaining sound financial condition:

● Financing operations; and

● Ensuring liquidity to all operations.

In order to satisfy these objectives, the Company has adopted the following policies:

● Prepare budget documents at prevailing market rates to ensure clear corporate alignment to performance management and achievement of targets;

● Recognize and observe the extent of operating risk within the business; and

● Identify the magnitude of the impact of market risk factors on the overall risk of the business and take advantage of natural risk reductions that arise from these relationships.

[i] Interest rate risk

Interest rate risk is the risk that future cash flows of a financial instrument will fluctuate because of changes in the market interest rates. The Company is exposed to interest rate risk on its cash on deposits with banks and, from time to time, on its holdings of short-term investments. As of January 31, 2022, the Company had $772,522 (October 31, 2021 − $462,360) of cash on deposits with banks. The Company had no short-term investment as at January 31, 2022 and October 31, 2021. Given the level of cash and cash equivalents held by the Company, fluctuations in the market interest rates had no significant impact on its interest income for the three months ended January 31, 2022.

[ii] Foreign currency risk

The Company is exposed to foreign currency risk on fluctuations related to cash, amounts receivable, accounts payable, due to related parties and convertible debenture that are denominated in Canadian dollars. The Company has not entered into foreign exchange derivative contracts. A significant change in the currency exchange rates between the US dollar relative to the Canadian dollar could have a material effect on the Company’s financial position, results of operations, or cash flows.

Based on the Company net exposures as at January 31, 2022, assuming that all other variables remain constant, a 5% appreciation or deterioration of the Canadian dollar against the US dollar would result in an increase or decrease of $88,138 in the Company’s net income (loss) and comprehensive income (loss).

	January 31, 2022
	CA$
Cash		498,538
Amounts receivable		299,940
Accounts payable and accrued liabilities		(2,210,900	)
Due to related parties		(729,621	)
Convertible debenture		(100,000	)
Total		(2,242,043	)

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[iii] Commodity price risk

The value of the Company’s magnesium production business and its exploration and evaluation assets are dependent on the price of magnesium and the outlook for this mineral. Market prices for these metals historically have fluctuated widely and are affected by numerous factors outside the Company’s control, including but not limited to, levels of worldwide production, short-term changes in supply and demand, industrial and retail demand, as well as certain other factors related specifically to magnesium. If magnesium prices decline for a prolonged period below the cost of production, it may not be economically feasible to continue towards production.

[iv] Credit risk

Credit risk is the risk of loss if counterparties do not fulfill their contractual obligations and arises principally from trade receivables. The Company’s credit risk is primarily attributable to cash, and deposits held by related parties. The Company limits its exposure to credit risk on cash as these financial instruments are held with major Canadian and international banks. Amounts receivable consist primarily of GST due from the Federal Government of Canada. Management believes the credit risk concentration with respect to amounts receivable is remote. The carrying amount of financial assets recorded in the financial statements, net of any allowances, represents the Company’s maximum exposure to credit risk.

[v] Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they come due. The Company’s exposure to liquidity risk is dependent on its purchasing commitments and obligations and its ability to raise funds to meet commitments and sustain operations. The Company manages liquidity risk by continuously monitoring its actual and forecasted working capital requirements to ensure there is capital to meet short-term and long-term obligations. As of January 31, 2022 and October 31, 2021, the Company had working capital deficiency of $10,900,774 and $9,657,316, respectively. As disclosed in note 1 of these Interim Financial Statements, the ability of the Company to continue as a going concern is dependent on many factors. The Company’s cash is primarily deposited in bank accounts and held as deposits by certain related parties. The Company anticipates that its cash on hand and deposits, together with expected funds raised from private placements and on exercises of common share purchase warrants and stock options, as well as debt financing, will provide sufficient financial resources to carry out its operations through the next twelve months. However, additional funding will be required. There can be no assurance that the Company will be able to raise the funds necessary to continue future operations. Liquidity risk has been assessed as high.

16. SEGMENTED INFORMATION

The Company focuses on plant operations and magnesium production and continues to move towards the buildout of its pilot plant facility and the development of a full-scale commercial magnesium production facility. The Company also owns mining claims for the exploration and development of mineral property interests. Geographic information for the Company’s assets is as follows:

	January 31, 2022		October 31, 2021
	$		$
Canada – property, plant and equipment		3,128,142		2,546,383
United States – property, plant and equipment		31,101		28,321
United States – mineral property costs		93,453		93,453
		3,252,696		2,668,157
Canada – other assets		838,067		1,554,827
United States – other assets		1,409,734		290,528
		2,247,801		1,845,355
Total Assets		5,500,498		4,513,512

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17. SUBSEQUENT EVENTS

On March 10, 2022, the Company issued 1,000,000 units on partial conversion of the June 2021 Convertible Debenture, for a total of 1,000,000 common shares, 500,000 Class A Warrants exercisable at a price of $0.13 until June 10, 2026, and 500,000 Class B Warrants exercisable at a price of $0.19 until June 10, 2026.

Subsequent to January 31, 2022, upon exercise of common share purchase warrants, the Company issued an aggregate 1,793,657 common shares at a price CA$0.19 per share for gross proceeds of CA$340,795, and 1,082,025 common shares at a price of CA$0.05 per share for gross proceeds of CA$54,101. A total of 1,305,200 warrants expired unexercised.

Subsequent to January 31, 2022, the Company announced the appointment of a new Chief Financial Officer of the Company and the grant of 500,000 incentive stock options pursuant to its 2021 Equity Incentive Plan exercisable at a price of CA$0.40 per share for a period of five years.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion of our financial condition and results of operations should be read together with our consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q and the consolidated financial statements and accompanying notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the fiscal year ended October 31, 2021, filed with the Securities and Exchange Commission, or SEC, on February 15, 2021 (the “2021 Form 10-K”). This discussion contains forward-looking statements and involves numerous risks and uncertainties, including but not limited to those described in the “Risk Factors” section of this Quarterly Report on Form 10-Q and in “Part I, Item 1A—Risk Factors” in our 2021 Form 10-K. Actual results may differ materially from those contained in any forward-looking statements. You should read “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” contained herein and in our 2021 Form 10-K. Our financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Financial information presented in this MD&A is presented in United States dollars (“$” or “US$”), unless otherwise indicated.

The information about us provided in this MD&A, including information incorporated by reference, may contain “forward-looking statements” and certain “forward-looking information” as defined under applicable United States securities laws and Canadian securities laws. All statements, other than statements of historical fact, made by us that address activities, events or developments that we expect or anticipate will or may occur in the future are forward-looking statements, including, but not limited to, statements preceded by, followed by or that include words such as “may”, “will”, “would”, “could”, “should”, “believes”, “estimates”, “projects”, “potential”, “expects”, “plans”, “intends”, “anticipates”, “targeted”, “continues”, “forecasts”, “designed”, “goal”, or the negative of those words or other similar or comparable words and includes, among others, information regarding: our ability to become profitable and generate cash in our operating activities; our need for substantial additional financing to operate our business and difficulties we may face acquiring additional financing on terms acceptable to us or at all; our significant indebtedness and significant restrictions on our operations; our ability to construct and operate our planned magnesium research and development pilot plant and obtain necessary permits and authorizations to construct and operate the facility; the impact of global climate change on our ability to conduct future operations; our lack of a diversified portfolio of assets; our dependence on key inputs, suppliers and skilled labor for the production of magnesium; our ability to attract and retain key personnel; growth-related risks, including capacity constraints and pressure on our internal systems and controls; the adverse consequences of litigation we are currently involved in and litigation we may face from time to time; risk related to the protection of our intellectual and our exposure to infringement or misappropriation claims by third parties; risks related to competition; risks related to our lack of internal controls over financial reporting and their effectiveness; increased costs we are subject to as a result of being a public company in Canada and the United States; and other events or conditions that may occur in the future.

Forward-looking statements may relate to future financial conditions, results of operations, plans, objectives, performance or business developments. These statements speak only as at the date they are made and are based on information currently available and on the then current expectations of the party making the statement and assumptions concerning future events, which are subject to a number of known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from that which was expressed or implied by such forward-looking statements, including, but not limited to, risks and uncertainties described in the “Risk Factors” section of this Quarterly Report on Form 10-Q and in “Part I, Item 1A—Risk Factors” in our 2021 Form 10-K.”

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Although we believe that the expectations and assumptions on which such forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements, because no assurance can be given that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to the risks described in the “Risk Factors” section of this Quarterly Report on Form 10-Q and in “Part I, Item 1A—Risk Factors” in our 2021 Form 10-K.”

Consequently, all forward-looking statements made in this MD&A and other documents, as applicable, are qualified by such cautionary statements, and there can be no assurance that the anticipated results or developments will actually be realized or, even if realized, that they will have the expected consequences to or effects on us. The cautionary statements contained or referred to in this section should be considered in connection with any subsequent written or oral forward-looking statements that we and/or persons acting on its behalf may issue. We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, other than as required under securities legislation.

We are on a fiscal year, as such the three month period ending January 31, 2022, is our first quarter and the three month period ending January 31 is referred to as the “three months” or “first quarter”. The fiscal year ended October 31, 2021 is referred to as “Fiscal 2021” and the coming fiscal year ending October 31, 2022 is referred to as “Fiscal 2022”.

Overview of the Business

We have developed proprietary magnesium production technology with the aim of becoming a premier low-cost producer of green primary magnesium metal. We are in the final stages of construction and commencing test production of magnesium at a research and development pilot plant in metropolitan Vancouver, British Columbia, Canada. We have commenced testing at this facility in the last calendar quarter of 2021 with full pilot facility operations expected to commence in the second calendar quarter of 2022 after all safety testing is complete. Our proprietary technology utilizes a continuous silicothermic process that is expected to produce high grade magnesium with low labor and energy costs while generating minimal waste and toxic by-products.

In addition, we own a 100% interest in 81 unpatented lode mining claims totaling approximately 1,673 acres (the “Tami Mosi Mining Claim”), four unpatented lode mining claims totaling approximately 10 acres located in the Moor Mining District in Elco County, Nevada and a 100% interest in three patented mining claims located in the Pinto mining district of Nevada totaling approximately 296 acres (the “Silverado Mining Claim”). We do not plan on commencing extraction of minerals at this time from any mining claims we hold because we have identified alternative sources of supply of dolomite and ferrosilicon, the primary raw materials used to produce pure magnesium. We may in the future, however, commence extraction of minerals from the Tami Mosi Mining Claim if we are unable to purchase raw materials from the alternative sources we have identified at commercially reasonable rates. In addition, we do not consider our mining claims to be material to our business or financial condition.

Selected Financial Information

The following is selected financial data derived from our consolidated financial statements for the three months ended January 31, 2022 and 2021.

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The selected consolidated financial information set out below may not be indicative of our future performance:

	Three Months Ended
	January 31,
	2022			2021
	$			$
Total Expenses		(3,045,185	)		(2,108,476	)
Other Income (Expense)		(11,901,344	)		(14,534	)
Net Loss		(14,946,529	)		(2,123,010	)
Loss Per Share		(0.04	)		(0.01	)
Total Assets		5,500,498			900,088
Current Liabilities		12,602,730			2,638,085
Long-Term Liabilities		320,045			246,754

Three Months Ended January 31, 2022 Compared to Three Months Ended January 31, 2021

Total Expenses

Total expenses were $3,045,185 for the three months ended January 31, 2022 (“First Quarter 2022”), as compared to $2,108,476 for the three months ended January 31, 2021 (“First Quarter 2021”). The increase of $936,709 in operating expenditures was due primarily to increases in legal and professional fees, interest and accretion and salaries and benefits, partly offset by a decrease in stock-based compensation. The variance was primarily comprised of:

Legal and professional fees (First Quarter 2022 – $606,848; First Quarter 2021 – $23,744; Variance – $583,104)

The Company incurred legal and professional fees of $606,848 during the first quarter of Fiscal 2022, as compared to $23,744 during the first quarter of Fiscal 2021. The increase of $583,104 in legal and professional fees was attributable to litigations discussed elsewhere in this Quarterly Report on Form 10-Q, the Company’s registration of its Common Stock with the US Securities and Exchange Commission and other securities related matters, the setup of the new headquarter and management team in McLean, Virginia close to the Washington DC metropolitan area, as well as for other general and corporate objectives during the first quarter of Fiscal 2022.

Interest and accretion (First Quarter 2022 – $322,280; First Quarter 2021 – $18,574; Variance – $303,706)

The Company incurred interest and accretion of $322,280 during the first quarter of Fiscal 2022, as compared to $18,574 during the first quarter of Fiscal 2021. On November 1, 2021, the Company’s functional currency change resulted in the reclassification of the June 2021 Convertible Debenture from a hybrid financial instrument to a convertible debt instrument with a beneficial conversion feature. The Company allocated the intrinsic value of the beneficial conversion feature of the June 2021 Convertible Debenture capped at the face value of $1,500,000 to additional paid-in capital, and recognized a debt discount of the same amount to be amortized as interest costs over the period from issuance date to maturity date using the effective interest method. The increase of $303,706 in interest and accretion during the first quarter of Fiscal 2022 was attributable to the interest costs of $300,034 from amortizing the debt discount on partial conversion of the June 2021 Convertible Debenture during the period.

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Salaries and benefits (First Quarter 2022 – $995,542; First Quarter 2021 – $735,648; Variance – $259,894)

The Company incurred salaries and benefits of $995,542 during the first quarter of Fiscal 2022, as compared to $735,648 during the first quarter of Fiscal 2021, representing an increase of $259,894. This was due mainly to increased personnel headcount as the Company set up its new headquarter and management team in McLean, Virginia close to the Washington DC metropolitan area and its continued effort in the buildout of its research and development pilot plant. As at January 31, 2022, the Company had 30 employees including 12 executives. While at January 31, 2021, the Company had 23 employees including 7 executives. Certain senior management members’ salaries were also adjusted to be in line with industry standards.

Engineering expenses [First Quarter 2022 – $118,373; First Quarter 2021 – ($63,612); Variance – $181,985]

Engineering expenses were $118,373 for the first quarter of Fiscal 2022 as the Company has completed the initial design and modeling of the magnesium pilot plant and advanced into the final stage of the buildout of the pilot plant facility. While for the first quarter of Fiscal 2021, the Company recorded a net recovery of $63,612 in engineering expenses due to a reclassification of certain expenses as capital assets. This resulted in a variance of $181,985 between the two periods.

Consultant and management fees (First Quarter 2022 – $197,927; First Quarter 2021 – $67,101; Variance – $130,826)

Consulting and management fees were $197,927 in the first quarter of Fiscal 2022, as compared to $67,101 in the first quarter of Fiscal 2021. The increase of $130,826 was a result of the Company advancing as a reporting issuer in the US and preparing for listing on other exchanges, ramping up its operations towards the buildout of its research and development pilot plant facility, and commencing business development activities in its new headquarter in McLean, Virginia close to the Washington DC metropolitan area.

Stock-based compensation [First Quarter 2022 – $131,575; First Quarter 2021 – $1,048,990; Variance – ($917,415)]

During first quarter of Fiscal 2022, the Company recorded stock-based compensation of $131,575 upon the grant of 250,000 stock options to an employee. While during the first quarter of Fiscal 2021, the Company recorded stock-based compensation of $1,048,990 for the 15,650,000 stock options granted to directors, officers, employees and consultants. This resulted in a non-cash variance of $917,415. The adoption of our 2021 Equity Incentive Plan which was approved by our shareholders during Fiscal 2021 is intended to promote our long-term financial interests and growth by attracting and retaining management and other personnel and key service providers with the training, experience and ability to enable them to make a substantial contribution to the success of our business. Moreover, our 2021 Equity Incentive Plan aims to align the interests of eligible participants with those of our shareholders through opportunities for increased equity-based ownership in our company.

Other Items

Total other loss was $11,901,344 for the first quarter of Fiscal 2022, as compared to $14,534 for the first quarter of Fiscal 2021. The variance of $11,886,810 in other items was non-cash and was due to the reclassification of warrants and broker warrants as derivative liability and the accounting treatment of its convertible debentures resulted from the Company’s functional currency change. The variance was comprised of:

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Change in fair value of derivative liability [First Quarter 2022 – ($11,559,791); First Quarter 2021 – ($14,534); Variance – ($11,545,257)]

On November 1, 2021, the Company’s functional currency change resulted in the reclassification of its outstanding warrants and broker warrants denominated in the Canadian dollars as derivative liabilities measured at fair value through profit and loss at the end of each reporting period. For the first quarter of Fiscal 2022, the Company recognized a non-cash loss of $11,765,241 on reclassification and re-measurement of its derivative liability of warrants and broker warrants.

The Company’s functional currency change also resulted in the reclassification of the July 2021 Convertible Debenture from a convertible debt instrument with a beneficial conversion feature to a hybrid financial instrument comprised of a debt host liability and an embedded derivative liability. The debt host liability of the convertible note will be amortized at cost, with the embedded derivative liability measured at fair value through profit and loss at the end of each reporting period. For the first quarter of Fiscal 2022, the Company recognized a non-cash gain of $205,450 on re-measurement of its July 2021 Convertible Debenture. While for the first quarter of Fiscal 2021, the Company recognized a non-cash loss $14,534 on re-measurement of its July 2020 Convertible Debenture. This resulted in a variance of $219,984 between the two periods.

Loss on recognition of debt host liability [First Quarter 2022 – ($341,553); First Quarter 2021 – $Nil; Variance – ($341,553)]

On November 1, 2021, the Company’s functional currency change resulted in the reclassification of the July 2021 Convertible Debenture from a convertible debt instrument with a beneficial conversion feature to a hybrid financial instrument. The embedded derivative liability was valued at CA$529,400 (USD equivalent $421,095) which exceeded the face value of the note itself of CA$100,000 (USD equivalent $79,542), the debt host liability was then assigned a face value of $1, with an immediate loss of CA$429,400 (USD equivalent $341,553) on recognition of the debt host liability.

Net Loss

As a result of the foregoing, net loss for the three months ended January 31, 2022 and 2021 was $14,946,529 and $2,123,010, respectively.

Drivers of Results of Operations

Total Expenses

Total expenses consist of general and administrative, research and development, stock-based compensation and depreciation.

General and administrative expenses primarily include salaries and benefits, consulting, management, legal and professional fees, travel expenses, investor relations, shareholder communications, regulatory fees, facilities and rent, computer system and software, and office and other general and administrative expenses.

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Research and development expenses include engineering expenses which are in relation to the design and modeling of the magnesium pilot plant facility and the magnesium furnace reactor, as well as the commercialization of our technology, and due diligence expenses which pertain to those incurred in the potential acquisition of a smelter site for magnesium metal production.

Stock-based compensation on stock options issued to directors, officers and employees is measured at the fair value on the date of grant and expensed over the vesting period. For stock options issued to consultants, the fair value is periodically re-measured until the counterparty performance is complete.

Depreciation includes recognition of depreciation of property, plant and equipment and right-of-use assets over their depreciable lives.

Working Capital

The calculation of Working Capital provides additional information and is not defined under GAAP. We define Working Capital as current assets less current liabilities. This measure should not be considered in isolation or as a substitute for any standardized measure under GAAP. This information is intended to provide investors with information about our liquidity.

Other companies in our industry may calculate this measure differently than we do, limiting its usefulness as a comparative measure.

Liquidity and Capital Resources

As of January 31, 2022 and October 31, 2021, we had total current liabilities of $12,602,730 and $10,891,270, respectively, and current assets of $1,701,956 and $1,233,954, respectively, to meet our current obligations. As of January 31, 2022, we had working capital deficiency of $10,900,774, a decrease of working capital of $1,243,458 as compared to October 31, 2021, driven primarily by non-cash items including the reclassification of warrants and broker warrants as derivative liabilities resulted from the Company’s functional currency change, partly offset by a decrease in derivative liabilities due to reclassifications of convertible debentures also resulted from the Company’s functional currency change.

On November 1, 2021, the Company’s functional currency change resulted in the reclassification of its outstanding warrants and broker warrants denominated in the Canadian dollars as derivative liabilities measured at fair value through profit and loss at the end of each reporting period. As at January 31, 2022, the derivative liability of warrants and broker warrants were valued at $8,246,718 and $41,670, respectively.

On November 1, 2021, the Company’s functional currency change resulted in the reclassification of the June 2021 Convertible Debenture from a hybrid financial instrument accounted for in accordance with ASU 815-15 to a convertible debt instrument with a beneficial conversion feature accounted for in accordance with ASU 470-20. The value of the embedded derivative liability of $7,449,700 was reclassified to additional paid-in capital. The Company’s functional currency change also resulted in the reclassification of the July 2021 Convertible Debenture from a convertible debt instrument with a beneficial conversion feature accounted for in accordance with ASU 470-20 to a hybrid financial instrument accounted for in accordance with ASU 815-15. As at January 31, 2022, the amortized cost of the July 2021 Convertible Debenture’s debt host liability was CAD$11,780 (USD equivalent $9,262) and the fair value of the embedded derivative liability was CAD$269,300 (USD equivalent $211,730), with a combined value of CAD$281,080 (USD equivalent $220,992).

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We have a history of operating losses. We have not yet achieved profitable operations and expect to incur further losses. We have funded our operations primarily from equity and debt financing. As of January 31, 2022, cash generated from financing activities was not sufficient to fund operations and, in particular, to fund our growth strategy in the short-term or long-term. As a result, we raised additional funds from equity and debt financing transactions in the first quarter of Fiscal 2022 and Fiscal 2021 as discussed below under “Recent Financing Transactions.” The primary need for liquidity is to fund working capital requirements of the business, including operational expenses, develop and construct our planned research and development pilot magnesium production facility and the capital expenditures associated with that project. The primary source of liquidity has primarily been private financing transactions. The ability to fund operations, to make planned capital expenditures, to execute on the development and operation of our planned research and development pilot facility, to develop a full-scale commercial magnesium production facility and to make scheduled debt and rent payments and to repay or refinance indebtedness depends on our ability to raise funds from debt and/or equity financing which is subject to prevailing economic conditions and financial, business and other factors, some of which are beyond our control. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms.

As of January 31, 2022, there have not been any meaningful impact or disruptions to our operations as a result of the COVID-19 pandemic. We continue to assess the impact of COVID-19 on an ongoing basis.

Recent Financing Transactions

On September 10, 2020, we announced a non-brokered private placement of up to 53,846,154 units priced at CAD$0.13 per unit (the “Unit”) for an aggregate offering of up to CAD$7,000,000 (USD$ 5,318,600) (the “September 2020 Private Placement”). Each Unit is comprised of one share of our common stock and one common share purchase warrant exercisable at CAD$0.19 per share for a period of one year from the date of issuance. On November 20, 2020, we closed the first tranche of the September 2020 Private Placement of 5,599,171 Units for gross proceeds of CAD$727,892 (USD equivalent $556,876). On January 15, 2021, we closed the second tranche of the September 2020 Private Placement consisting of 7,337,914 Units for gross proceeds of CAD$953,930 (USD equivalent $749,435). On January 29, 2021, we closed the third tranche of the September 2020 Private Placement consisting of 5,382,303 Units for gross proceeds of CAD$699,699 (USD equivalent $547,496). On March 24, 2021, we closed the fourth tranche of this offering and issued 6,554,172 Units for gross proceeds of CAD$852,042 (USD equivalent $678,270). On April 27, 2021, we closed the fifth and final tranche of this offering and issued 851,395 Units for gross proceeds of CAD$110,681 (USD equivalent $89,237). We closed an aggregate 25,724,955 Units for aggregate gross proceeds of CAD$3,344,244 (USD equivalent $2,621,314) and incurred aggregate share issue costs of $195,614 in connection to this offering.

On May 5, 2021, we announced a non-brokered private placement priced at CAD$0.13 per unit (the “Unit”) to raise gross proceeds of up to CAD$3,000,000 (the “May 2021 Private Placement”). Each Unit in this offering consists of one share of our common stock and one common share purchase warrant exercisable at a price of CAD$0.19 per share for a period of one year from the date of issuance. On May 28, 2021, we closed the first tranche of the May 2021 Private Placement issuing 5,223,420 Units for gross proceeds of CAD$679,044 (USD equivalent $561,844). On June 17, 2021, we closed the second and final tranche of this offering consisting of 17,853,506 Units for gross proceeds of CAD$2,320,956 (USD equivalent $1,880,687). We closed at the maximum offering and issued an aggregate 23,076,926 Units for aggregate gross proceeds of CAD$3,000,000 (USD equivalent $2,442,531). We incurred aggregate share issue costs of $154,336 in connection with this offering.

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On May 18, 2021, we issued 1,360,959 common shares on the conversion of the July 2020 Convertible Debenture including conversion of accrued interest and 263,973 common shares valued at $26,286 in transaction costs.

On June 7, 2021, we received final approval from the TSX-V for an agreement with Industrial Surplus Supplies Ltd. (“ISL”), pursuant to which ISL will build a prototype internally heated testing lab furnace for the testing of a magnesium production process. We issued 1,538,461 common shares at a price of CAD$0.24 per share with a total fair value of CAD$369,231 (USD equivalent $305,832) for equipment.

On June 15, 2021, we closed a non-brokered private placement of an unsecured convertible note in the principal amount of $1,500,000 (the “June 2021 Convertible Debenture”). The June 2021 Convertible Debenture bears interest at 12% per annum and matures on December 10, 2022. The June 2021 Convertible Debenture is convertible into 15,000,000 units, where each unit consists of (I) one share of our common stock, (ii) one-half of one Class A common stock purchase warrant, with each whole warrant being exercisable at a price of $0.13 until June 10, 2026, and (iii) one-half of one Class B common stock purchase warrant, with each whole warrant being exercisable at a price of $0.19 until June 10, 2026 (collectively, the “Class A and B Warrants”). In addition, the conversion price for accrued interest is the greater of (i) $0.10 and (ii) the minimum conversion price permitted by the TSX Venture Exchange at the time of conversion (should our common stock then be listed on such exchange).

Under the terms of the June 10, 2021 Securities Purchase Agreement we entered into as part of the offering of the June 2021 Convertible Debenture (the “Securities Purchase Agreement”), we agreed to use commercially reasonable efforts to file a registration statement with the SEC by August 14, 2021, covering the public resale of the shares of common stock underlying such debenture and, upon its conversion, the Class A and Class B Warrants issuable upon such conversion (the “Underlying Shares”), and to use our best efforts to cause the registration statement to be declared effective on October 13, 2021. In addition, we agreed to provide the holder to the June 2021 Convertible Debenture certain piggy-back registration rights if we do not have an effective registration statement covering the Underlying Shares and we propose to file any registration statement under the Securities Act with respect to our common stock. We will pay all costs associated with the registration statements, other than underwriting commissions and discounts. On December 13, 2021, our Form 10 Registration Statement filed with the SEC was declared effective.

In addition to certain covenants contained in the Securities Purchase Agreement, the terms of the Convertible Debenture contain certain negative covenants by us, including:

● other than certain permitted indebtedness, enter into, create, incur, assume, guarantee or suffer to exist any indebtedness for borrowed money of any kind, including, but not limited to, a guarantee, on or with respect to any of our property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom;

● other than certain permitted liens, enter into, create, incur, assume or suffer to exist any liens of any kind, on or with respect to any of our property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom;

● amend our charter documents, including, without limitation, our certificate of incorporation and bylaws, in any manner that materially adversely affects any rights of the Convertible Debenture Holder (notwithstanding the foregoing, we are entitled to proceed with the amendments to the charter documents as set out in our proxy materials for our shareholder meeting to be held in 2021);

● repay, repurchase or offer to repay, repurchase or otherwise acquire more than a de minimis number of shares of our common stock or common stock equivalents other than as to the Underlying Shares;

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● redeem, defease, repurchase, repay or make any payments in respect of, by the payment of cash or cash equivalents (in whole or in part, whether by way of open market purchases, tender offers, private transactions or otherwise), all or any portion of any of our indebtedness (other than the Convertible Debentures if on a pro-rata basis), whether by way of payment in respect of principal of (or premium, if any) or interest on, such indebtedness, in any case unless such indebtedness or interest is due and payable in accordance with the initial terms of such debt prior to any default thereunder;

● declare or make any dividend or other distribution of our assets or rights to acquire our assets to holders of shares of our common stock, preferred stock, or any other equity security by way of return of capital or otherwise including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction;

● sell or offer to sell any securities with non-fixed or floating price features, issue any common stock or common stock equivalents at a price lower than the conversion price herein then in effect, or issue any equity or debt instruments with anti-dilution provisions; or

● enter into any agreement with respect to any of the foregoing.

In the event we issue or sell any common stock or common stock equivalents with terms that the purchaser then holding outstanding June 2021 Convertible Debenture (the “Convertible Debenture Holder”) or the Class A and B Warrants reasonably believes are more favorable to such holder than are the terms of the June 2021 Convertible Debenture or the Class A and B Warrants (the “MFN Securities”), then upon notice to us by such holder within five trading days after notice to such holder by us, we will use commercially reasonable efforts to obtain the approval of the TSX Venture Exchange and any additional required regulatory approval to amend the terms of the June 2021 Convertible Debenture or the Class A and B Warrants as required, as the case may be, so as to give such holder the benefit of such more favorable terms or conditions. If we fail to obtain such regulatory approvals and the approval of the TSX Venture Exchange, then absent such approval we are forbidden to issue the MFN Securities.

The conversion price of the June 2021 Convertible Debenture is subject to proportional adjustment in the event of stock splits, stock dividends and similar corporate events.

In addition, if, at any time while the June 2021 Convertible Debenture is outstanding, we, directly or indirectly, effect any merger or consolidation of our company with or into another person or engage in a “Fundamental Transaction” as defined in the June 2021 Convertible Debenture, the Convertible Debenture Holder shall have the right to receive, for each Conversion Share that would have been issuable upon such conversion immediately prior to the occurrence of such Fundamental Transaction, the number of shares of our Common Stock of the successor or acquiring corporation or us, if we are the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of our Common Stock for which the June 2021 Convertible Debenture is convertible immediately prior to such Fundamental Transaction. In addition, the Conversion Price will be subject to certain adjustments so that the economic value of such shares and such conversion price are protected and which is reasonably satisfactory in form and substance to the Convertible Debenture Holder. Alternatively, the Convertible Debenture Holder may demand that we redeem the June 2021 Convertible Debenture at a rate equal to 125% of the principal and interest due thereon, to be paid in full contemporaneously with consummation of the Fundamental Transaction.

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We granted the investors certain rights of first refusal on our future offerings for so long as the June 2021 Convertible Debenture or the Class A and B Warrants are outstanding.

We may prepay and satisfy the June 2021 Convertible Debenture so long as an event of default has not occurred, upon 20 days’ prior written notice received by us to the holder, by paying 125% of the amounts owed on the June 2021 Convertible Debenture, including all principal, interest and other fees. The holder of this debenture may, however, convert all or a portion of the debenture during the 20 day notice period.

The June 2021 Convertible Debenture is not exercisable if the number of shares to be issued to the holder upon such exercise, together with all other shares then owned by the holder and our affiliates, would result in the holder beneficially owning more than 9.99% of our outstanding common stock. The holder may increase or decrease this ownership limitation to any percentage not exceeding 9.99% upon 61 days prior written notice to us.

Class A and Class B Warrants

Upon conversion of the June 2021 Convertible Debenture, we will issue the Class A and B Warrants. The holders may exercise the Class A and B Warrants on a cashless basis at any time that there is not an effective registration statement covering the underlying shares of common stock and the volume weighted average price of our common stock is greater than the exercise price at the time of exercise. The Class A and Class B Warrants are not exercisable, however, if the number of shares to be issued to the holder upon such exercise, together with all other shares then owned by the holder and our affiliates, would result in the holder beneficially owning more than 9.99% of our outstanding common stock. The holder may increase or decrease this ownership limitation to any percentage not exceeding 9.99% upon 61 days prior written notice to us.

The exercise price of the Class A and Class B Warrants is subject to proportional adjustment in the event of stock splits, recapitalizations and similar corporate events. In addition, the exercise price are each subject to adjustment if we issue or sell shares of our common stock for a consideration per share less than the exercise price then in effect, or issue options, warrants or other securities convertible or exchange for shares of our common stock at an exercise price less than the exercise price then in effect. If any of these events should occur, the exercise price each will be reduced to the lowest price at which these securities were issued or are exercisable.

In addition, if, at any time while the Class A and Class B Warrants are outstanding, we engage in a Fundamental Transaction, the exercise price thereof is subject to adjustment similar to the adjustment as provided for in the June 2021 Convertible Debenture. In addition, we may not enter into a Fundamental Transaction unless the holders of our common stock receive securities of an entity that is listed on a stock exchange in Canada or the United States, or cash, equal to the Black Scholes value of the remaining unexercised portion of the Class A and Class B Warrants on the date of the consummation of such Fundamental Transaction.

On July 15, 2021, we closed a non-brokered private placement of an unsecured convertible note in the principal amount of CAD$100,000 (USD equivalent $79,542, the “July 2021 Convertible Debenture”). The note bears interest at 12% per annum and is due on the date that is one year following the closing date. The note is convertible into common shares of the Company at the price of CAD$0.12 per share and will have warrants exercisable for a price of CAD$0.20 for a period of two years. Any accrued but unpaid interest will be payable on the earlier of the maturity date and the date of conversion in cash or common shares. No finder’s fees were paid in connection with this offering.

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On July 16, 2021, we closed a non-brokered private placement and issued 4,350,000 units at a price of CAD$0.20 per unit (the “Unit”) for gross proceeds of CAD$870,000 (USD equivalent $690,860, the “July 2021 Private Placement”). Each Unit in this offering consists of one share of our common stock and one common share purchase warrant exercisable at a price of CAD$0.30 per share for a period of one year from the date of issuance. We incurred aggregate share issue costs of $48,319 in connection with this offering.

On August 11, 2021, we closed a non-brokered private placement and issued 3,827,601 units at a price of CAD$0.55 ($0.44) per unit (the “Unit”) for gross proceeds of CAD$2,105,180 (USD equivalent $1,683,336, the “August 2021 Private Placement”). Each Unit in this offering consists of one share of our common stock and one common share purchase warrant exercisable at a price of CAD$0.65 ($0.52) per share for a period of eighteen months from the date of issuance. We incurred aggregate share issue costs of $124,923 in connection with this offering.

During the fiscal year ended October 31, 2021, upon the exercise of common share purchase warrants we issued an aggregate 1,964,901 common shares at a price of CAD$0.05 per share for gross proceeds of CAD$98,245 (USD equivalent $77,896), an aggregate 1,931,450 common shares at a price of CAD$0.19 per share for gross proceeds of CAD$366,976 (USD equivalent $292,890), and an aggregate 3,118,618 common shares at a price of CAD$0.21 per share for gross proceeds of CAD$654,910 (USD equivalent $516,735). Upon exercise, CAD$5,333 (USD equivalent $4,291) previously recorded in additional paid-in capital was reclassified to share capital.

During the fiscal year ended October 31, 2021, upon the exercise of options we issued an aggregate 2,000,000 common shares at a price of CAD$0.05 per share for gross proceeds of CAD$100,000 (USD equivalent $80,058), an aggregate 200,000 common shares at a price of CAD$0.11 per share for gross proceeds of CAD$22,000 (USD equivalent $17,456), an aggregate 300,000 common shares at a price of CAD$0.12 per share for gross proceeds of CAD$36,000 (USD equivalent $29,096), an aggregate 100,000 common shares at a price of CAD$0.13 per share for gross proceeds of CAD$13,000 (USD equivalent $10,315), and an aggregate 30,000 common shares at a price of CAD$0.16 per share for gross proceeds of CAD$4,800 (USD equivalent $3,809). Upon exercise, CAD$152,218 (USD equivalent $121,932) previously recorded in additional paid-in capital was reclassified to share capital.

Pursuant to an agreement entered on August 29, 2018 and which was approved by the TSX-V on September 12, 2018, a company controlled by Sam Ataya, a director and officer of our Company, is eligible to receive up to 5% of the issued and outstanding common shares of the Company as at August 28, 2018 for up to $5 million raised. During the fiscal year ended October 31, 2021, the commitment was met. On November 3, 2021, the Company issued 9,163,425 common shares at a price of CAD$0.65 per share for a fair value of CAD$5,956,226 (USD equivalent $4,809,614) as share issue costs.

On November 4, 2021, we issued 1,000,000 units on partial conversion of the June 2021 Convertible Debenture, for a total of 1,000,000 common shares, 500,000 Class A Warrants exercisable at a price of $0.13 until June 10, 2026, and 500,000 Class B Warrants exercisable at a price of $0.19 until June 10, 2026. On December 13, 2021, we issued a further 1,000,000 units on partial conversion of the June 2021 Convertible Debenture, for a total of 1,000,000 common shares, 500,000 Class A Warrants exercisable at a price of $0.13 until June 10, 2026, and 500,000 Class B Warrants exercisable at a price of $0.19 until June 10, 2026. On January 20, 2022, we issued a further 1,000,000 units on partial conversion of the June 2021 Convertible Debenture, for a total of 1,000,000 common shares, 500,000 Class A Warrants exercisable at a price of $0.13 until June 10, 2026, and 500,000 Class B Warrants exercisable at a price of $0.19 until June 10, 2026. We incurred aggregate share issue costs of $1,361.

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On November 26, 2021, we closed a non-brokered private placement and issued 1,375,499 units at a price of $0.55 per unit (the “Unit”) for gross proceeds of $756,524 (the “November 2021 Private Placement”). Each Unit in this offering consists of one share of our common stock and one common share purchase warrant exercisable at a price of $0.75 per share for a period of one year from the date of issuance. We incurred aggregate share issue costs of $26,656 in connection with this offering.

During the three months ended January 31, 2022, upon the exercise of common share purchase warrants we issued an aggregate 15,159,448 common shares at a price of CAD$0.19 per share for gross proceeds of CAD$2,880,295 (USD equivalent $2,279,136), 200,000 common shares at a price of CAD$0.05 per share for gross proceeds of CAD$10,000 (USD equivalent $7,830), and 30,000 common shares at a price of CAD$0.30 per share for gross proceeds of CAD$9,000 (USD equivalent $6,981). We issued a total of 15,389,448 common shares for gross proceeds of CAD$2,899,295 (USD equivalent $2,293,946). A total of 2,428,363 warrants expired unexercised.

Cash Flows

Cash Used in Operating Activities

Net cash used in operating activities for the three months ended January 31, 2022 and 2021, were as follows:

	Three Months Ended
	January 31,
	2022			2021
		$			$
Net Cash Used in Operating Activities		(1,798,902	)		(990,364	)

Cash Used in Investing Activities

Net cash used in investing activities for the three months ended January 31, 2022 and 2021, were as follows:

	Three Months Ended
	January 31,
	2022			2021
		$			$
Net Cash Used in Investing Activities		(687,385	)		(167,559	)

Cash Flow from Financing Activities

Net cash provided by financing activities for the three months ended January 31, 2022 and 2021, were as follows:

	Three Months Ended
	January 31,
	2022		2021
		$		$
Net Cash Provided by Financing Activities		2,804,287		1,180,422

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Off-Balance Sheet Arrangements

As of the date of this Quarterly Report on Form 10-Q, we do not have any off-balance-sheet arrangements that have, or are reasonably likely to have, a current or future effect on our results of operations or financial condition, including, and without limitation, such considerations as liquidity and capital resources.

Contractual Obligations

As of January 31, 2022, we have the following obligations to make future payments, representing contracts and other commitments that are known and committed.

	Payments Due by Period
	Total		Less than 1 Year		1 – 3 Years		3 – 5 Years		More than 5 Years
	$		$		$		$		$
Lease obligations – premises		732,391		319,987		372,861		39,543		–
Lease obligations – machines		31,699		18,742		10,765		2,192		–
Debt and interest obligations		1,521,350		1,521,350		–		–		–
Total		2,293,310		1,867,949		383,626		41,735		–

Real Estate Option Agreement

Effective as of August 4, 2021, we entered into a Real Estate Option Agreement (the “Option”) with Harrison County Community Improvement Corporation, an unrelated party (the “Seller”), to purchase a parcel of land comprising approximately 122 acres in the Village of Cadiz, Harrison County, Ohio (the “Property”). We are entitled to exercise the Option at any time up until its expiration on August 3, 2023. The Option contains covenants, representations and warranties that are customary of real estate purchase and sale agreements including, but not limited to, completion of title work and a survey of the Property, an environmental audit, an engineering feasibility study of the Property, availability of certain utilities, obtaining permits, approval of the Option by our Board of Directors, our exercise of the Option and obtaining certain state and local economic incentives and tax abatements.

Transactions with Related Parties

Deposits held by related parties

Included in our current assets are the following amounts due from related parties:

	As of January 31, 2022		As of October 31, 2021
	$		$
Deposits held by a director and officer		524,881		291,481
Deposits held by an officer		40,860		194,981
Deposits held by related parties		565,741		486,462

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Due to related parties

Included in our current liabilities are the following amounts due to related parties:

	As of January 31, 2022		As of October 31, 2021
	$		$
Wages payable to directors and officers		357,500		357,500
Benefits payable to directors and officers		581,854		539,209
Fees and expenses payable to directors and officers		151,261		127,878
Interests due to a shareholder		2,171		2,230
Total due to related parties		1,092,786		1,026,817

Leases

We have entered into a sublease agreement with a company controlled by Sam Ataya, a director and officer of our Company, for our Canadian office at 580 Hornby Street, Suite 900, Vancouver, British Columbia, Canada V6C 3B6. The lease had a two-year term from April 1, 2021 to March 31, 2023 and required a monthly payment of CAD$9,794 for a total of CAD$235,056.

Scope of Work Agreement

Pursuant to an agreement entered on August 29, 2018 and which was approved by the TSX-V on September 12, 2018, a company controlled by Sam Ataya, a director and officer of our Company, is eligible to receive up to 5% of the issued and outstanding common shares of the Company as at August 28, 2018 for up to $5 million raised. During the three months ended January 31, 2022, the commitment was met. On November 3, 2021, the Company issued 9,163,425 common shares at a price of CAD$0.65 per share for a fair value of CAD$5,956,226 (USD equivalent $4,809,614) as share issue costs.

Changes in or Adoption of Accounting Practices

The following GAAP standards have been recently issued by the accounting standards board. We are assessing the impact of these new standards on future consolidated financial statements. We have elected to take advantage of the extended transition period allowed for emerging growth companies for complying with new or revised accounting guidance as allowed by Section 107 of the JOBS Act and Section 7(a)(2)(B) of the Securities Act. Pronouncements that are not applicable or where it has been determined do not have a significant impact on us have been excluded herein.

(i) In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 requires the measurement of current expected credit losses for financial assets held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. Adoption of ASU 2016-13 will require financial institutions and other organizations to use forward-looking information to better formulate their credit loss estimates. In addition, the ASU amends the accounting for credit losses on available for sale debt securities and purchased financial assets with credit deterioration. In May 2019, the FASB issued ASU 2019-05, Financial Instruments – Credit Losses (Topic 326): Targeted Transition Relief (“ASU 2019-05”), which provides transition relief to entities adopting ASU 2016-13. As smaller reporting companies as defined by the SEC, these updates are effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the effect of adoption of these updates on its financial statements.

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(ii)	In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”), which simplifies the accounting for goodwill impairment. ASU 2017-04 requires entities to record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value (Step 1 under the current impairment test). The standard eliminates Step 2 from the current goodwill impairment test, which included determining the implied fair value of goodwill and comparing it with the carrying amount of that goodwill. As smaller reporting companies as defined by the SEC, ASU 2017-04 is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the effect of adopting this ASU on its financial statements.
(iii)	In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). ASU 2018-13 adds, modifies, and removes certain fair value measurement disclosure requirements. ASU 2018-13 is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted. Effective November 1, 2020, the Company adopted the new standard. There was no material impact or adjustment to its financial statements.
(iv)	In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years, with early adoption permitted. Effective November 1, 2021, the Company adopted the new standard. There was no material impact or adjustment to its financial statements.
(v)	In January 2020, the FASB issued ASU 2020-01, Investments – Equity Securities (Topic 321), Investments – Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) (“ASU 2020-01”), which is intended to clarify the interactions of the accounting for equity securities under Topic 321 and investments accounted for under the equity method of accounting in Topic 323 and the accounting for certain forward contracts and purchased options accounted for under Topic 815. ASU 2020-01 is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years, with early adoption permitted. Effective November 1, 2021, the Company adopted the new standard. There was no material impact or adjustment to its financial statements.
(vi)	In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”). ASU 2020-06 eliminates the beneficial conversion and cash conversion accounting models for convertible instruments and supersedes the respective guidance within ASC 470-20 and ASC 740-10-55-51, which will result in more instruments to be accounted for as a single instrument rather than having their proceeds allocated between liability and equity accounting units. As smaller reporting companies as defined by the United States Securities and Exchange Commission (the “SEC”), ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the effect of adopting these updates on its financial statements.

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CRITICAL ACCOUNTING ESTIMATES

The preparation of our consolidated financial statements requires management to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods, if the revision affects both current and future periods.

Significant judgments, estimates and assumptions that have the most significant effect on the amounts recognized in the financial statements are described below.

Functional Currency

The functional currency of each entity of the Company is as follows:

Entity	Functional Currency
Western Magnesium Corporation	United States dollars
Western Magnesium Corp.	United States dollars
Western Magnesium Canada Corporation	Canadian dollars (“CA$”)

During the three months ended January 31, 2022, significant changes in economic facts and circumstances have occurred in Western Magnesium Corporation’s operations which resulted in the change of its functional currency to the United States dollars from the Canadian dollars effective November 1, 2021. For both monetary and non-monetary assets and liabilities, translated balances at the end of the prior period become the new accounting basis. The rate on the date of change becomes the historical rate at which non-monetary assets and liabilities are translated in subsequent years. There is no effect on the cumulative translation adjustment on the consolidated basis. Previously recorded cumulative translation adjustments are not reversed. Effects of change in functional currency included the reclassifications of convertible debentures and warrants and broker warrants.

Estimated Useful Lives of Property Plant and Equipment

Depreciation of property, plant and equipment is dependent upon estimates of useful lives which are determined through the exercise of judgment. The assessment of any impairment of these assets is dependent upon estimates of recoverable amounts that consider factors such as economic and market conditions and the useful lives of assets.

Estimated Useful Lives of and Amortization of Intangible Assets

Amortization of intangible assets is recorded over their estimated useful lives which do not exceed any contractual periods, if any. Intangible assets that have indefinite useful lives are not subject to amortization and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired.

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Consolidation

Judgment is applied in assessing whether we exercise control and have significant influence over entities in which we directly or indirectly own an interest. We have control when we have the power over the subsidiary, have exposure or rights to variable returns, and have the ability to use our power to affect the returns. Significant influence is defined as the power to participate in the financial and operating decisions of the subsidiaries. Where we are determined to have control, these entities are consolidated. Additionally, judgment is applied in determining the effective date on which control was obtained.

Stock-Based Payments

Valuation of stock-based compensation and warrants requires management to make estimates regarding the inputs for option pricing models, such as the expected life of the option, the volatility of our stock price, the vesting period of the option and the risk-free interest rate are used. Actual results could differ from those estimates. The estimates are considered for each new grant of stock options or warrants.

Leases

The Company uses the following policies to evaluate its leases:

Determining a lease: At contract inception, we review the facts and circumstances of the arrangement to determine if the contract is or contains a lease. The Company follows the guidance in ASU 2016-02, Leases (Topic 842), ASU 2018-11, Leases (Topic 842): Targeted Improvements, and ASU 2019-01, Leases (Topic 842): Codification Improvements to evaluate if:

● the contract has an identified asset;

● we have the right to obtain substantially all economic benefits from the asset; and

● we have the right to direct the use of the underlying asset.

When determining if a contract has an identified asset, we consider both explicit and implicit assets, and whether the vendor has the right to substitute the asset. When determining if we have the right to direct the use of an underlying asset, we consider if we have the right to direct how and for what purpose the asset is used throughout the period of use and if we control the decision-making rights over the asset.

Discount rate: At commencement, lease-related assets and liabilities are measured at the present value of future lease payments over the lease term using an incremental borrowing rate. As most of our leases do not provide an implicit rate, we exercise judgment in determining the incremental borrowing rate based on information available at the time the lease commences.

Rent increases or escalation clauses: Certain leases contain scheduled rent increases or escalation clauses. We assess each contract individually and apply appropriate payments based on the terms of the agreement.

Renewal, purchase and termination options: Our lease terms may include options to extend or terminate the lease. We exercise judgment in determining the term of these leases when extension or termination options are present and include such options in the calculation of the lease terms when it is reasonably certain that we will exercise these options.

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Recognizing leases: We do not recognize leases with a contractual term of less than 12 months or low value leases on our financial statements. Lease payments are expensed on a straight-line basis over the lease terms.

Residual value guarantees, restrictions or covenants: Our lease agreements do not contain residual value guarantees, restrictions or covenants.

Other Estimates and Assumptions

Other estimates and assumptions where there is potential risk of material adjustments to assets and liabilities in future accounting periods include the recoverability of the carrying value of exploration and evaluation assets, fair value measurements for financial instruments, the recoverability and measurement of deferred tax assets and liabilities and contingent liabilities.

Significant Judgments

The most significant judgments, apart from those involving estimates, in applying accounting policies in the Company’s financial statements include:

- the assessment of the Company’s ability to continue as a going concern and whether there are events or conditions that may give rise to substantial doubt;

- whether there are indicators of impairment of the Company’s exploration and evaluation assets and other non-current assets;

- the classification of financial instruments; and

- determination of functional currency.

FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT

Our financial instruments consist of cash and cash equivalents, amounts receivable, deposits held by related parties, accounts payable, due to related parties, convertible debenture and derivative liability.

The fair value of financial instruments is the amount of consideration that would be agreed upon in an arm’s length transaction between knowledgeable, willing parties who are under no compulsion to act. The fair value of current financial instruments approximates their carrying values as long as they are short-term in nature or bear interest at market rates.

Financial instruments recorded at fair value are classified using a fair value hierarchy that prioritizes inputs used in determining the fair value and depending on the degree to which they are observable. The three levels of 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 (i.e. as prices) or indirectly (i.e. from derived prices); and

Level 3 — Inputs for the asset or liability that are not based on observable market data.

As at January 31, 2022 and October 31, 2021, the fair value of cash and cash equivalents held by us was based on Level 1 inputs of the fair value hierarchy. There were no transfers between the levels during the reporting periods.

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Financial Risk Management

The Company’s board of directors has the overall responsibility for the establishment and oversight of the Company’s risk management framework. 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 limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and in response to the Company’s activities. Management regularly monitors compliance with the Company’s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Company.

In the normal course of operations, the Company is exposed to various risks such as interest rate, foreign exchange, commodity, credit, and liquidity. To manage these risks, management determines what activities must be undertaken to minimize potential exposure to risks. The objectives of the Company in managing risks are as follows:

● Maintaining sound financial condition;

● Financing operations; and

● Ensuring liquidity to all operations.

In order to satisfy these objectives, the Company has adopted the following policies:

● Prepare budget documents at prevailing market rates to ensure clear corporate alignment to performance management and achievement of targets;

● Recognize and observe the extent of operating risk within the business; and

● Identify the magnitude of the impact of market risk factors on the overall risk of the business and take advantage of natural risk reductions that arise from these relationships.

There have been no changes in risks that have arisen or how the Company manages those risks during the three months ended January 31, 2022.

[i] Interest rate risk

Interest rate risk is the risk that future cash flows of a financial instrument will fluctuate because of changes in the market interest rates. The Company is exposed to interest rate risk on its cash on deposits with banks and, from time to time, on its holdings of short-term investments. As of January 31, 2022 and October 31, 2021, the Company had cash on deposits with banks of $772,522 and $462,360, respectively. The Company had no short-term investment as at January 31, 2022 or October 31 2021. Given the level of cash and cash equivalents held by the Company, fluctuations in the market interest rates had no significant impact on its interest income during the three months ended January 31, 2022 and 2021.

[ii] Foreign currency risk

The Company is exposed to foreign currency risk on fluctuations related to cash, amounts receivable, accounts payable, due to related parties and convertible debenture that are denominated in Canadian dollars. The Company has not entered into foreign exchange derivative contracts. A significant change in the currency exchange rates between the US dollar relative to the Canadian dollar could have a material effect on the Company’s balance sheet, results of operations, or cash flows.

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Based on the Company net exposures as at January 31, 2022, assuming that all other variables remain constant, a 5% appreciation or deterioration of the Canadian dollar against the US dollar would result in an increase or decrease of $88,138 in the Company’s net income (loss) and comprehensive income (loss).

[iii] Commodity price risk

The value of the Company’s magnesium production business and its exploration and evaluation assets are dependent on the price of magnesium and the outlook for this mineral. Market prices for these metals historically have fluctuated widely and are affected by numerous factors outside the Company’s control, including but not limited to, levels of worldwide production, short-term changes in supply and demand, industrial and retail demand, as well as certain other factors related specifically to magnesium. If magnesium prices decline for a prolonged period below the cost of production, it may not be economically feasible to continue towards production.

[iv] Credit risk

Credit risk is the risk of loss if counterparties do not fulfill their contractual obligations and arises principally from trade receivables. The Company’s credit risk is primarily attributable to cash and deposits held by related parties. The Company limits its exposure to credit risk on cash as these financial instruments are held with major banks in Canada and the United States. Amounts receivable consist primarily of goods and services tax due from the Federal Government of Canada. Management believes the credit risk concentration with respect to amounts receivable is remote. The carrying amount of financial assets recorded in the financial statements, net of any allowances, represents the Company’s maximum exposure to credit risk.

[v] Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they come due. The Company’s exposure to liquidity risk is dependent on its purchasing commitments and obligations and its ability to raise funds to meet commitments and sustain operations. The Company manages liquidity risk by continuously monitoring its actual and forecasted working capital requirements to ensure there is capital to meet short-term and long-term obligations. As of January 31, 2022 and October 31, 2021, we had working capital deficiency of $10,900,774 and $9,657,316, respectively. As disclosed in note 1 of the Company’s financial statements, the ability of the Company to continue as a going concern is dependent on many factors. The Company’s cash is primarily deposited in bank accounts and held as deposits by certain related parties. The Company anticipates that its cash on hand and deposits, together with expected funds raised from private placements and on exercises of common share purchase warrants and stock options, as well as debt financing, will provide sufficient financial resources to carry out its operations through the next twelve months. However, additional funding will be required. There can be no assurance that the Company will be able to raise the funds necessary to continue future operations. Liquidity risk has been assessed as high.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required for smaller reporting companies.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Controller, to allow timely decisions regarding required disclosure.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Controller carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of January 31, 2022. Based upon this evaluation, our Chief Executive Officer and Chief Controller concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective as of January 31, 2022.

The ineffectiveness of our disclosure controls and procedures was due to material weaknesses, which we identified, in our report on internal control over financial reporting.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

The Company expects to implement changes to its internal control over financial reporting to enhance the evaluation of accounting transactions and its financial reporting process over the next year. The Company is in the process of hiring additional resources, to help identify processes that will strengthen our internal controls.

51 

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

Except as set forth below, there are no actual or to our knowledge contemplated legal proceedings material to us or to which any of our or any of our subsidiaries’ property is the subject matter.

As of the date of this Quarterly Report on Form 10-Q, to our knowledge, there are no legal proceedings or regulatory actions material to us to which we are a party, or have been a party to, or of which any of our property is or was the subject matter of, and no such proceedings or actions are known by us to be contemplated except as provided below:

James Sever Claim. On September 29, 2020, James Sever filed a Notice of Civil Claim against us in the Supreme Court of British Columbia (Court File No. S-209728) (the “Sever Claim”). The Sever Claim alleges that Mr. Sever had an employment and/or other similar contractual relationship with us, and that we breached such contractual relationship by way of constructive dismissal or similar conduct. The Sever Claim seeks damages in excess of $2,500,000, certain equity compensation, prejudgment garnishment, costs, interest and other non-monetary relief. On July 27, 2021, we filed a response to the Sever Claim, which included the following pleadings: (a) that we were never properly served with the Sever Claim; (b) that we have never had any form of employment, independent or consulting relationship or agreement with Sever; (c) that we had no debts, liabilities or obligations to Sever; (d) that to the extent that Sever had some form of employment, independent or consulting or similar relationship or agreement as alleged in the Sever Claim (the existence of which we denied) such contract or relationship, if one existed, was never with us and was with some other corporate entity and, furthermore:

(i) any such contract or relationship would be governed by laws of the United States;

(ii) all, many or some of the claims in the Sever Claim would be barred by the British Columbia Limitation Act to the extent British Columbia law applies;

(iii) any such contract or relationship did not exist as alleged in the Sever Claim;

(iv) Mr. Sever was not terminated or constructively dismissed and, instead, Mr. Sever never provided any services under any such contract or relationship because Mr. Sever abandoned or resigned from, and/or failed to fulfil any of his obligations under, any and all contracts and relationships; and/or

(v) Mr. Sever failed to mitigate or alternatively has mitigated.

We intend to vigorously defend against the Sever Claim, and we believe that the Sever Claim is without merit. We cannot predict the outcome of the claim, however.

GEM Yield Bahamas Limited Arbitration. On December 31, 2020, GEM Yield Bahamas Limited (“GEM”) served us with a Notice of Intention to Arbitrate (the “New York Arbitration Notice”) before the American Arbitration Association in New York, New York (Case No. 01-21-0004-2162) (the “GEM New York Arbitration”). The New York Arbitration Notice alleges we breached a Share Subscription Agreement dated November 15, 2019 entered into between us and GEM (the “GEM Agreement”), among other things, claiming damages of CDN$4.2 million (USD$ 3.3 million). On January 19, 2021, we filed a petition in the New York Supreme Court (Index No. 650401/2021 (the “New York State Action”) to stay the GEM New York Arbitration claiming the GEM Agreement was not valid. The Court in the New York State Action ruled on March 19, 2021 that there is an arbitration clause in the GEM Agreement but it is up the arbitrator in the GEM New York Arbitration to determine if the arbitration clause is valid. Following this ruling, the New York State Action was closed. GEM filed a Statement of Claim in the GEM New York Arbitration on June 9, 2021 and on June 25, 2021, we filed a Statement of Answer denying the existence of any binding agreement between us and GEM, among other defenses. In January 2022, we filed a Modified Statement of Defense and Counterclaims. Furthermore, we intend to vigorously defend ourselves and believe the allegations against us in the GEM New York Arbitration lack merit. We cannot predict the outcome of this arbitration proceeding, however.

52 

There have been no substantive motions or pleadings in the GEM New York Arbitration aside from the Statement of Claim and Statement of Answer discussed above.

GEM Yield Bahamas Limited and GEM Global Yield LLC SC Arbitration. On or about February 8, 2021, GEM instituted another arbitration against us before the International Centre for Dispute Resolution in Montreal Canada (Case No. 01-21-0001-1245) (the “GEM Montreal Arbitration”) and joined, GEM’s affiliate, GEM Global Yield LLC SCS (“GEM Global Yield” together with GEM, the “GEM Parties”). Similar to the allegations in the GEM New York Arbitration, the Statement of Claim filed by the GEM Parties alleges we breached a Share Subscription Agreement dated November 15, 2019 and promissory note, among other things, claiming damages of CDN$4.9 million (US $3.85 million), in addition to costs and expenses stemming from our alleged failure to issue to GEM Global Yield warrants to purchase up to 33,000,000 shares of our common stock. We filed a Statement of Defense, denying the existence of any binding agreement between us and GEM, among other defenses. In January 2022, we filed an Amended Statement of Defense and Cross-claim. We intend to vigorously defend ourselves in the GEM Montreal Arbitration and believe the allegations against us in this arbitration proceeding lack merit. We cannot predict, however, the outcome of this arbitration proceeding.

There have been no substantive motions or pleadings or rulings aside from the Statement of Claim and Statement of Answer.

Lampert Advisors, LLC Claim. On April 19, 2021, Lampert Advisors, LLC (“Lampert”) filed a Verified Complaint against our wholly owned subsidiary Western Magnesium Corporation, a Nevada corporation (“Western Magnesium – Nevada”) in the Supreme Court of the State of New York, County of New York (Index No. 652738/2021) (the “Lampert Lawsuit”). The complaint filed in the Lampert Lawsuit alleges that Lampert entered into an agreement with Western Magnesium – Nevada to provide various financial advisory services including acquisition advisory services and act as an exclusive placement agent for a debt and equity securities (the “Lampert Agreement”), that it performed all services required under that agreement and such services were received and accepted by our subsidiary, that it is owed $367,227.32 plus interest at the rate of 9% from February 3, 2021 and that it has a right of first refusal to act as financial advisor in connection with any debt, equity or debt restructuring assignments on terms, conditions and compensation customary for Lampert for a transaction of the type contemplated. Although Lampert claims to have personally served Western Magnesium – Nevada, the company never received the Summons and Complaint and therefore, never submitted a response.

On September 9, 2021, Lampert filed a Motion seeking the entry of a default judgment (the “Motion”) alleging that Western Magnesium – Nevada failed to file an answer or motion with respect to the complaint in this lawsuit within the time period provided under the civil rules of procedure. We opposed Lampert’s motion for entry of a default judgment and filed a cross-motion to compel Lampert to accept our answer. The Court granted our cross-motion seeking to compel Lampert to accept our answer and denied Lampert’s Motion seeking the entry of a default judgment as moot. The Court scheduled a preliminary conference for the parties on March 30, 2022.

We intend to vigorously defend ourselves and believe the allegations against us in the Lampert Lawsuit lack merit. We cannot predict the outcome of this lawsuit, however.

53 

Litigation Assessment

We have evaluated the foregoing claims to assess the likelihood of any unfavorable outcome and to estimate, if possible, the amount of potential loss as it relates to the litigation discussed above. Based on this assessment and estimate, which includes an understanding of our intention to vigorously defend the claims against us, we believe that the claims of any of the plaintiffs lack merit, however, and we cannot predict the likelihood of any recoveries by any of the plaintiffs against us. This assessment and estimate is based on the information available to management as of the date of this Annual Report on Form 10-K and involves a significant amount of management judgment, including the inherent difficulty associated with assessing litigation matters in their early stages. As a result, the actual outcome or loss may differ materially from those envisioned by the current assessment and estimate. Our failure to successfully defend or settle these claims could have a material adverse effect on our financial condition, revenue and profitability and could cause the market value of our common stock to decline.

Item 1A. Risk Factors.

There have been no material changes to the risk factors disclosed in the 2021 Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

The following information represents securities sold by us during the quarter ended January 31, 2022 which were not registered under the Securities Act. Included are new issues, securities issued in exchange for property, services or other securities, securities issued upon conversion from our other share classes and new securities resulting from the modification of outstanding securities. We sold all of the securities listed below pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act, or Regulation D or Regulation S promulgated thereunder.

Common Stock

Pursuant to an agreement entered on August 29, 2018 and which was approved by the TSX-V on September 12, 2018, a company controlled by Sam Ataya, a director and officer of our Company, is eligible to receive up to 5% of the issued and outstanding common shares of the Company as at August 28, 2018 for up to $5 million raised. During the fiscal year ended October 31, 2021, the commitment was met. On November 3, 2021, the Company issued 9,163,425 common shares at a price of CAD$0.65 per share for a fair value of CAD$5,956,226 (USD equivalent $4,809,614) as share issue costs.

On November 4, 2021, in connection with a partial conversion of the June 2021 Convertible Debenture, the Company issued 1,000,000 units to a private investor for a total of 1,000,000 common shares, 500,000 Class A Warrants exercisable at a price of $0.13 until June 10, 2026, and 500,000 Class B Warrants exercisable at a price of $0.19 until June 10, 2026.

On November 26, 2021, in connection with a non-brokered private placement, 1,375,499 units were issued to private investors at a price of $0.55 per share for gross proceeds of $756,524. Each unit consists of one common share and one common share purchase warrant exercisable into one common share at a price of $0.75 per share for a period of one year.

On December 13, 2021, in connection with a partial conversion of the June 2021 Convertible Debenture, the Company issued 1,000,000 units to a private investor for a total of 1,000,000 common shares, 500,000 Class A Warrants exercisable at a price of $0.13 until June 10, 2026, and 500,000 Class B Warrants exercisable at a price of $0.19 until June 10, 2026.

54 

On January 20, 2022, in connection with a partial conversion of the June 2021 Convertible Debenture, the Company issued 1,000,000 units to a private investor for a total of 1,000,000 common shares, 500,000 Class A Warrants exercisable at a price of $0.13 until June 10, 2026, and 500,000 Class B Warrants exercisable at a price of $0.19 until June 10, 2026.

During the three months ended January 31, 2022, upon the exercise of common share purchase warrants the Company issued to private investors an aggregate 15,159,448 common shares at a price of CAD$0.19 per share for gross proceeds of CAD$2,880,295 (USD equivalent $2,279,136), 200,000 common shares at a price of CAD$0.05 per share for gross proceeds of CAD$10,000 (USD equivalent $7,830), and 30,000 common shares at a price of CAD$0.30 per share for gross proceeds of CAD$9,000 (USD equivalent $6,981). A total of 2,428,363 warrants expired unexercised.

Other Issuances

On December 3, 2021, 250,000 options to purchase common shares were granted to an employee as additional compensation pursuant to our 2021 Equity Incentive Plan at an exercise price of CAD$0.58 per share. These options vest immediately on the grant date and expire 5 years after the grant date.

Item 3. Defaults Upon Senior Securities.

Not applicable.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Not applicable.

Item 6. Exhibits.

Furnish the exhibits required by Item 601 of Regulation S-K (§ 229.601 of this chapter).

Exhibit Number	Description
10.22	Executive Employment Agreement between Western Magnesium Corporation and Robert Ramsey Hamady effective as of March 7, 2022. (incorporated by reference to Exhibit 10.1 to the Company’s From 8-K filed with the SEC on March 8, 2022).
31.1*	Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema Document
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document
*	Filed herewith.

55 

SIGNATURES

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

	WESTERN MAGNESIUM CORPORATION
Date: March 17, 2022	By:	/s/ Sam Ataya
		Sam Ataya
		Chief Executive Officer (Principal Executive Officer)
Date: March 17, 2022	By:	/s/ Andrea Chan
		Andrea Chan
		Chief Controller (Principal Financial and Accounting Officer)

56 

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Sam Ataya, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Western Magnesium Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statement made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) [omitted];

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: March 17, 2022

/s/ Sam Ataya

Sam Ataya

Chief Executive Officer

(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Andrea Chan, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Western Magnesium Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statement made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) [omitted];

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: March 17, 2022

/s/ Andrea Chan

Andrea Chan

Chief Controller

(Principal Financial and Accounting Officer)

EX-32.1

Exhibit 32.1

Certification of Periodic Financial Report

Pursuant to 18 U.S.C. Section 1350

as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Each of the undersigned officers of Western Magnesium Corporation (the “Company”) certifies, to his or her knowledge and solely for the purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q of the Company for the quarter ended January 31, 2022 complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: March 17, 2022

/s/ Sam Ataya

Sam Ataya

Chief Executive Officer

(Principal Executive Officer)

Dated: March 17, 2022

/s/ Andrea Chan

Andrea Chan

Chief Controller

(Principal Financial and Accounting Officer)

XML

Cover - shares	3 Months Ended
	Jan. 31, 2022	Mar. 10, 2022
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jan. 31, 2022
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--10-31
Entity File Number	000-56323
Entity Registrant Name	WESTERN MAGNESIUM CORPORATION
Entity Central Index Key	0001801762
Entity Tax Identification Number	61-1934413
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	8180 Greensboro Drive
Entity Address, Address Line Two	Suite 720
Entity Address, City or Town	McLean
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	22102
City Area Code	(571)
Local Phone Number	378-0762
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		425,747,452

XML

Intermin Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Jan. 31, 2022	Oct. 31, 2021
Current assets
Cash	$ 772,522	$ 462,360
Amounts receivable	235,821	151,485
Prepayments	127,872	133,647
Deposits held by related parties	565,741	486,462
Total Current assets	1,701,956	1,233,954
Non-current assets
Property, plant and equipment	3,159,244	2,574,704
Right-of-use assets	533,093	598,575
Mineral property costs	93,453	93,453
Reclamation deposits	2,752	2,826
Other deposits	10,000	10,000
TOTAL ASSETS	5,500,498	4,513,512
Current liabilities
Accounts payable and accrued liabilities	2,552,509	1,989,316
Due to related parties	1,092,786	1,026,817
Lease obligations – current	220,309	192,045
Provision for flow through share issuances	227,140	233,285
Convertible debenture	221,599	7,449,807
Derivative liability	8,288,387
Total Current liabilities	12,602,730	10,891,270
Non-current liabilities
Lease obligations – non-current	320,045	392,280
Total liabilities	12,922,775	11,283,550
Shareholders’ deficit
Capital stock Authorized: 1 billion common stock at par value of $0.001 Issued and paid: 421,871,770 (2021 – 392,943,398)	36,637,228	29,842,167
Additional paid-in-capital	22,684,015	15,186,480
Obligations to issue shares	46,741	209,827
Accumulated other comprehensive income	285,889	121,109
Deficit	(67,076,150)	(52,129,621)
Total shareholders’ deficit	(7,422,277)	(6,770,038)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	$ 5,500,498	$ 4,513,512

XML

Intermin Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical)	Jan. 31, 2022 $ / shares shares	Oct. 31, 2021 $ / shares shares
Statement of Financial Position [Abstract]
Common stock, shares authorized	1,000,000,000	1,000,000,000
Common stock, par value | (per share)	$ 0.001	$ 0.001
Common stock, shares issued	421,871,770	392,943,398
Common stock, shares outstanding	421,871,770	392,943,398

XML

Interim Condensed Consolidated Statements of Loss and Comprehensive Income (Unaudited) - USD ($)	3 Months Ended
	Jan. 31, 2022	Jan. 31, 2021
Expenses (recoveries)
Bank charges	$ 3,264	$ 2,562
Business development	45,552
Computer system and software	11,651	60,089
Consulting and management fees	197,927	67,101
Depreciation	109,340	51,326
Engineering expenses (recoveries)	118,373	(63,612)
Foreign exchange loss	167,474	49,920
Interest and accretion	322,280	18,574
Investor relations	106,378	51,876
Legal and professional fees	606,848	23,744
Office and general	56,080	37,454
Facilities and rent	63,669	15,085
Salaries and benefits	995,542	735,648
Stock-based compensation	131,575	1,048,990
Shareholder communications	33,201
Subsidies and recoveries	(31,102)
Transfer agent and regulatory fees	23,017	8,883
Travel expenses	84,116	836
Costs and Expenses	3,045,185	2,108,476
Other items
Change in fair value of derivative liabilities	(11,559,791)	(14,534)
Loss on recognition of debt host liability	(341,553)
Nonoperating Income (Expense)	(11,901,344)	(14,534)
Net loss for the period	(14,946,529)	(2,123,010)
Other comprehensive gain (loss)
Foreign currency translation	164,780	(87,762)
Comprehensive loss for the period	$ (14,781,749)	$ (2,210,772)
Basic and diluted loss per common share	$ (0.04)	$ (0.01)
Weighted average number of common shares outstanding – basic and diluted	410,834,167	329,203,182

XML

Interim Condensed Consolidated Statements of Shareholders' (Deficit) (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Obligation To Issue Shares [Member]	AOCI Attributable to Parent [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Oct. 31, 2020	$ 21,322,022	$ 4,182,037	$ 596,872	$ 399,175	$ (28,580,009)	$ (2,079,903)
Beginning balance, shares at Oct. 31, 2020	323,419,527
Shares issued pursuant to private placements [note 13[b]]	$ 1,853,806		(596,872)			1,256,934
Shares issued pursuant to private placements, shares	18,319,388
Stock-based compensation [note 13[d]]		1,048,990				1,048,900
Foreign currency translation				(87,762)		(87,762)
Net loss for the period					(2,123,010)	(2,123,010)
Ending balance, value at Jan. 31, 2021	$ 23,175,828	5,231,027		311,413	(30,703,019)	(1,984,751)
Ending balance, shares at Jan. 31, 2021	341,738,915
Beginning balance, value at Oct. 31, 2020	$ 21,322,022	4,182,037	596,872	399,175	(28,580,009)	(2,079,903)
Beginning balance, shares at Oct. 31, 2020	323,419,527
Ending balance, value at Oct. 31, 2021	$ 29,842,167	15,186,480	209,827	121,109	(52,129,621)	(6,770,038)
Ending balance, shares at Oct. 31, 2021	392,943,398
Shares issued pursuant to private placements [note 13[b]]	$ 756,524		(209,827)			$ 546,697
Shares issued pursuant to private placements, shares	1,375,499
Shares issued on warrants exercised [notes 12[e] and 13[b]]	$ 5,774,998					$ 5,774,998
Shares issued on warrants exercised, shares	15,389,448
Shares issued for convertible debenture [notes 12[c] and 13[b]]	$ 300,000					300,000
Shares issued for convertible debenture, shares	3,000,000
Shares issued for finder’s fees [note 13[b]]
Shares issued for finder's fees shares	9,163,425
Share issue costs [note 13[b]]	$ (36,461)					(36,461)
Stock-based compensation [note 13[d]]		131,575				131,575
Effects of change in functional currency on convertible debentures [notes 12[d]]		7,370,159				7,370,159
Effects of change in functional currency on broker warrants [notes 12[e]]		(4,198)				(4,198)
Share subscriptions [note 13[f]]			46,741			46,741
Foreign currency translation				164,780		164,780
Net loss for the period					(14,946,529)	(14,946,529)
Ending balance, value at Jan. 31, 2022	$ 36,637,228	$ 22,684,015	$ 46,741	$ 285,889	$ (67,076,150)	$ (7,422,277)
Ending balance, shares at Jan. 31, 2022	421,871,770

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Interim Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended		12 Months Ended
	Jan. 31, 2022	Jan. 31, 2021	Oct. 31, 2021
OPERATING ACTIVITIES
Net loss for the period	$ (14,946,529)	$ (2,123,010)
Add (subtract) items not affecting cash:
Accrued interest and accretion	9,773	10,803
Amortization of debt discount	300,034
Change in fair value of derivative liability	11,559,791	14,534
Loss on recognition of debt host liability	341,553
Depreciation of property, plant and equipment	50,434	4,039	$ 44,148
Depreciation of right-of-use assets	58,906	47,287	185,754
Foreign exchange loss	153,408	7,213
Interest expense on lease obligations	9,240	5,700
Stock-based compensation	131,575	1,048,990
Changes in non-cash working capital items relating to operations:
Amounts receivable	(88,738)	(13,694)
Prepayments	2,266	(12,380)
Deposits held by related parties	(92,521)
Accounts payable and accrued liabilities	619,673	19,196
Due to related parties	92,233	958
Cash used in operating activities	(1,798,902)	(990,364)
INVESTING ACTIVITIES
Purchase of property, plant and equipment	(687,385)	(167,559)
Cash used in investing activities	(687,385)	(167,559)
FINANCING ACTIVITIES
Proceeds from issuance of shares, net of share issuance costs	2,804,182	1,256,934
Proceeds from share subscriptions	46,741
Payments of promissory note		(27,202)
Payments of lease obligations	(46,636)	(49,310)
Cash provided by financing activities	2,804,287	1,180,422
Change in cash for the period	318,000	22,499
Cash, beginning of the period	462,360	39,571	39,571
Effect of foreign exchange on cash	(7,838)	1,320
Cash, end of the period	$ 772,522	$ 63,390	$ 462,360

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NATURE OF OPERATIONS AND GOING CONCERN

3 Months Ended

Jan. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

NATURE OF OPERATIONS AND GOING CONCERN

1. NATURE OF OPERATIONS AND GOING CONCERN

Western Magnesium Corporation (the “Company”, or “WMC”) was incorporated under the laws of British Columbia on March 24, 1966. On May 14, 2019, the Company discontinued from the jurisdiction of the Business Corporations Act (British Columbia) and domesticated under the General Corporation Law of the State of Delaware under the name “Western Magnesium Corporation”. The Company is a reporting issuer in Canada and in the United States, listed for trading in Canada on the TSX Venture Exchange (the “TSX-V”) under the symbol “WMG.V”, in the United States on the OTCQB tier of the OTC Markets (the “OTCQB”) under the symbol “MLYF”, and in Germany on the Frankfurt Stock Exchange under the symbol “3WM”. The Company has developed proprietary magnesium production technology with the aim of becoming a premier low-cost producer of green primary magnesium metal.

As at January 31, 2022, the Company had an accumulated deficit of $67,076,150 (October 31, 2021 – $52,129,621) and working capital deficiency of $10,900,774 (October 31, 2021 – $9,657,316). For the three months ended January 31, 2022, the Company reported a comprehensive loss of $14,781,749 (2021 – $2,210,772). The Company is considered to be in the development stage. It has not yet achieved profitable operations and expects to incur further losses in the development of its business. The Company has financed its activities and operations through equity issuances and debt financing and expects to continue to do so to the extent such instruments are issuable under terms acceptable to the Company and until such time as its operations provide positive cash flows.

These unaudited condensed consolidated interim financial statements (the “Interim Financial Statements”) have been prepared under the assumption that the Company will continue as a going concern. The going concern basis of presentation assumes that the Company will be able to meet its obligations and continue its operations for the foreseeable future and be able to realize its assets and discharge its liabilities and commitments in the normal course of business. Management believes that the going concern assumption is appropriate for these Interim Financial Statements based on its continuing ability to raise financings through share and debt issuances. If future financing is unavailable or if for any reason the Company is unable to continue as a going concern, it could impact the Company’s ability to realize its assets at their recognized values and to meet its obligations in the ordinary course of business at the amounts stated in these Interim Financial Statements. These Interim Financial Statements do not give effect to adjustments that would be necessary to the carrying values and classifications of assets and liabilities should the Company be unable to continue as a going concern. If the going concern assumption is not used, the adjustments required to report the Company’s assets and liabilities on a liquidation basis could be material to these Interim Financial Statements. These factors indicate the existence of a material uncertainty that cast substantial doubt on the Company’s ability to continue as a going concern.

In March 2020, the World Health Organization declared COVID-19 a global pandemic. In order to combat the spread of COVID-19, governments worldwide, including the Unites States and Canada, have enacted emergency measures including travel bans, legally enforced or self-imposed quarantine periods, social distancing and business and organization closures. These measures have adversely affected workforces, economies, and financial markets globally, leading to an economic downturn. The impact on the Company has not been significant but could affect the Company’s ability to raise financings in the future and restrict travel. Management continues to monitor the situation.

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BASIS OF PRESENTATION

3 Months Ended

Jan. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

BASIS OF PRESENTATION

2. BASIS OF PRESENTATION

These Interim Financial Statements comprise the financial statements of Western Magnesium Corporation and its wholly owned subsidiaries, Western Magnesium Corp., incorporated in Nevada, United States and Western Magnesium Canada Corporation, incorporated in British Columbia, Canada.

[a] Accounting standards

The accompanying Interim Financial Statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) on the basis that the Company will continue as a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for the next year. Realization values may be substantially different from carrying values as shown and these Financial Statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern.

These Interim Financial Statements have been prepared on a historical cost basis except for financial instruments that have been measured at fair value. In addition, these Interim Financial Statements have been prepared using the accrual basis of accounting, except for cash flow information. They do not include all the information required for full annual financial statements, and should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended October 31, 2021 (the “Fiscal 2021 Financial Statements”).

[b] Functional and presentation currency

These Interim Financial Statements are presented in United States dollars (“US dollars” or “US$”), except where otherwise indicated. The functional currency of each entity of the Company is as follows:

Entity	Functional Currency
Western Magnesium Corporation	United States dollars
Western Magnesium Corp.	United States dollars
Western Magnesium Canada Corporation	Canadian dollars (“CA$”)

During the period ended January 31, 2022, significant changes in economic facts and circumstances have occurred in Western Magnesium Corporation’s operations which resulted in the change of its functional currency to the United States dollars from the Canadian dollars effective November 1, 2021. For both monetary and non-monetary assets and liabilities, translated balances at the end of the prior period become the new accounting basis. The rate on the date of change becomes the historical rate at which non-monetary assets and liabilities are translated in subsequent years. There is no effect on the cumulative translation adjustment on the consolidated basis. Previously recorded cumulative translation adjustments are not reversed. Effects of change in functional currency included the reclassifications of convertible debentures and warrants and broker warrants [notes 12[d] and [e]].

The accounts of the Company’s subsidiary Western Magnesium Canada Corporation have been translated to United States dollars.

[c] Critical accounting estimates and judgments

Significant Estimates and Assumptions

The preparation of these Interim Financial Statements in accordance with US GAAP requires the Company to make estimates and assumptions concerning the future. Management reviews these estimates and underlying assumptions on an ongoing basis, based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to estimates are adjusted for prospectively in the period in which the estimates are revised.

Estimates and assumptions where there is potential risk of material adjustments to assets and liabilities in future accounting periods include the useful lives of property, plant and equipment, recoverability of the carrying value of exploration and evaluation assets, fair value measurements for financial instruments, discount rates for leases, recoverability and measurement of deferred tax assets and liabilities, and contingent liabilities.

Significant Judgments

The preparation of these Interim Financial Statements in accordance with US GAAP requires the Company to make judgments, apart from those involving estimates, in applying accounting policies. The most significant judgments in applying the Company’s Interim Financial Statements include:

- the assessment of the Company’s ability to continue as a going concern and whether there are events or conditions that may give rise to substantial doubt;

- whether there are indicators of impairment of the Company’s exploration and evaluation assets and other non-current assets;

- the classification of financial instruments; and

- determination of functional currency.

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RECENT ACCOUNTING PRONOUNCEMENTS

3 Months Ended

Jan. 31, 2022

Accounting Changes and Error Corrections [Abstract]

RECENT ACCOUNTING PRONOUNCEMENTS

3. RECENT ACCOUNTING PRONOUNCEMENTS

New Accounting Standards Adopted During the Periods

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years, with early adoption permitted. Effective November 1, 2021, the Company adopted the new standard. There was no material impact or adjustment to these Interim Financial Statements.

In January 2020, the FASB issued ASU 2020-01, Investments – Equity Securities (Topic 321), Investments – Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) (“ASU 2020-01”), which is intended to clarify the interactions of the accounting for equity securities under Topic 321 and investments accounted for under the equity method of accounting in Topic 323 and the accounting for certain forward contracts and purchased options accounted for under Topic 815. ASU 2020-01 is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years, with early adoption permitted. Effective November 1, 2021, the Company adopted the new standard. There was no material impact or adjustment to these Interim Financial Statements.

New Accounting Standards Not Yet Adopted

In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”). ASU 2020-06 eliminates the beneficial conversion and cash conversion accounting models for convertible instruments and supersedes the respective guidance within ASC 470-20 and ASC 740-10-55-51, which will result in more instruments to be accounted for as a single instrument rather than having their proceeds allocated between liability and equity accounting units. As smaller reporting companies as defined by the United States Securities and Exchange Commission (the “SEC”), ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the effect of adopting these updates on its financial statements.

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PROPERTY, PLANT AND EQUIPMENT

3 Months Ended

Jan. 31, 2022

Property, Plant and Equipment [Abstract]

PROPERTY, PLANT AND EQUIPMENT

4. PROPERTY, PLANT AND EQUIPMENT

	Computer Equipment			Furniture			Leasehold Improvement			Furnace & Plant Equipment			Vehicle			Total
	$			$			$			$			$			$
Cost
Balance, October 31, 2020		32,318			38,916			7,610			28,413			–			107,257
Additions		77,955			11,510			129,257			2,278,205			–			2,496,927
Write-off of equipment		(4,245	)		–			–			–			–			(4,245	)
Foreign exchange effect		3,601			3,116			2,614			38,108			–			47,439
Balance, October 31, 2021		109,629			53,542			139,481			2,344,726			–			2,647,378
Additions		–			2,171			21,932			634,067			29,215			687,385
Foreign exchange effect		–			(230	)		(3,611	)		(49,144	)		(136	)		(53,121	)
Balance, January 31, 2022		109,629			53,483			157,802			2,929,649			29,079			3,281,642
Accumulated Depreciation
Balance, October 31, 2020		14,677			8,326			4,818			–			–			27,821
Depreciation expense		13,907			7,443			8,827			13,971			–			44,148
Write-off of equipment		(2,057	)		–			–			–			–			(2,057	)
Foreign exchange effect		1,294			745			502			221			–			2,762
Balance, October 31, 2021		27,821			16,514			14,147			14,192			–			72,674
Depreciation expense		8,794			1,880			4,656			34,374			730			50,434
Foreign exchange effect		–			(35	)		(230	)		(442	)		(3	)		(710	)
Balance, January 31, 2022		36,615			18,359			18,573			48,124			727			122,398
Net Book Value
Balance, October 31, 2020		17,641			30,590			2,792			28,413			–			79,436
Balance, October 31, 2021		81,808			37,028			125,334			2,330,534			–			2,574,704
Balance, January 31, 2022		73,014			37,124			139,229			2,881,525			28,352			3,159,244

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RIGHT-OF-USE ASSETS

3 Months Ended

Jan. 31, 2022

Right-of-use Assets

RIGHT-OF-USE ASSETS

5. RIGHT-OF-USE ASSETS

As at January 31, 2022, the right-of-use assets are leases for the Company’s corporate offices in Vancouver, British Columbia and McLean, Virginia, and its research and development pilot plant located in Burnaby, British Columbia. These leases terminate on March 31, 2023, February 28, 2025 and September 30, 2023, respectively. The lease for the Company’s office in Las Vegas, Nevada ended on May 31, 2021.

	Vancouver Office		Virginia Office		Nevada Office		Pilot Plant			Total
	$		$		$		$			$
Cost
Balance, October 31, 2020		59,701		–		22,856		357,949			440,506
Additions		91,237		287,847		–		–			379,084
Foreign exchange effect		5,943		4,544		1,724		26,997			39,208
Balance, October 31, 2021		156,881		292,391		24,580		384,946			858,798
Foreign exchange effect		–		–		–		(10,139	)		(10,139	)
Balance, January 31, 2022		156,881		292,391		24,580		374,807			848,659
Accumulated Depreciation
Balance, October 31, 2020		42,142		–		14,434		9,943			66,519
Depreciation expense		44,259		15,288		8,915		117,292			185,754
Foreign exchange effect		3,876		241		1,231		2,602			7,950
Balance, October 31, 2021		90,277		15,529		24,580		129,837			260,223
Depreciation expense		11,021		16,935		–		30,950			58,906
Foreign exchange effect		–		–		–		(3,563	)		(3,563	)
Balance, January 31, 2022		101,298		32,464		24,580		157,224			315,566
Net Book Value
Balance, October 31, 2020		17,559		–		8,422		348,006			373,987
Balance, October 31, 2021		66,604		276,862		–		255,109			598,575
Balance, January 31, 2022		55,583		259,927		–		217,583			533,093

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LEASE OBLIGATIONS

3 Months Ended

Jan. 31, 2022

Lease Obligations

LEASE OBLIGATIONS

6. LEASE OBLIGATIONS

On adoption of ASU 2016-02 on November 1, 2019, the Company recognized lease liabilities of $83,549 which had previously been classified as operating leases. The lease liabilities were measured at the present value of the remaining lease payments and discounted using the lessee’s incremental borrowing rate of approximately 7%.

During the year ended October 31, 2020, the Company entered into a new operating lease with respect to its research and development pilot plant located in Burnaby, British Columbia and recognized a lease liability of $354,263, which was measured by discounting lease payments using an incremental borrowing rate of approximately 6%.

During the year ended October 31, 2021, the Company renewed its operating lease with respect to its corporate office in Vancouver, British Columbia and recognized a lease liability of $91,237, which was measured by discounting lease payments using an incremental borrowing rate of approximately 7%.

During the year ended October 31, 2021, the Company entered into a new operating lease with respect to its office in McLean, Virginia and recognized a lease liability of $260,649, which was measured by discounting lease payments using an incremental borrowing rate of approximately 7%.

	Vancouver Office			Virginia Office			Nevada Office			Pilot Plant			Total
	$			$			$			$			$
Balance, October 31, 2020		18,123			–			12,211			350,593			380,927
Additions		91,237			260,649			–			–			351,886
Lease payments		(47,931	)		(5,137	)		(9,457	)		(139,037	)		(201,562	)
Interest expenses		3,076			3,019			219			19,005			25,319
Prior period adjustment		–			–			(3,065	)		–			(3,065	)
Foreign exchange effect		2,099			4,081			92			24,548			30,820
Balance, October 31, 2021		66,604			262,612			–			255,109			584,325
Lease payments		(12,097	)		–			–			(34,538	)		(46,635	)
Interest expenses		1,076			4,575			–			3,589			9,240
Foreign exchange effect		–			–			–			(6,576	)		(6,576	)
Balance, January 31, 2022		55,583			267,187			–			217,584			540,354
Which consist of:
Current lease obligation		47,548			44,823			–			127,938			220,309
Non-current lease obligation		8,035			222,364			–			89,646			320,045
Balance, January 31, 2022		55,583			267,187			–			217,584			540,354

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MINERAL PROPERTY COSTS

3 Months Ended

Jan. 31, 2022

Extractive Industries [Abstract]

MINERAL PROPERTY COSTS

7. MINERAL PROPERTY COSTS

As at January 31, 2022, the Company had the following mining claims:

[a] Silverado Property, Nevada, United States

The Silverado property is located in the Pinto mining district of Nevada, consists of 3 patented mining claims totaling approximately 120 hectares, and is 100% owned by the Company. The carrying value of the property is $1.

[b] Tami Mosi Property, Nevada, United States

The Company holds a 100% interest in 81 unpatented lode mining claims totaling approximately 1,637 acres located in White Pine County, Nevada and four unpatented lode mining claims totaling approximately 10 acres located in the Moor Mining District, Elko County, Nevada. These mining claims are subject to a 2% net smelter royalty in favor of the prior owner of the claims. The carrying value of the property is $93,452.

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RELATED PARTY TRANSACTIONS

3 Months Ended

Jan. 31, 2022

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

8. RELATED PARTY TRANSACTIONS

[a] Deposits held by related parties

The Company provided related parties with advances that were held as deposits for anticipated future costs related to the Company’s planned magnesium research and development pilot plant and other administrative expenses (the “Pilot Plant Advances”). As at January 31, 2022, the Company had the following deposits held by related parties:

	Related Party A [i]			Related Party B [ii]			Total
	$			$			$
Balance, October 31, 2020		–			–			–
Advances		987,912			2,292,912			3,280,824
Costs and expenses		(696,431	)		(2,097,931	)		(2,794,362	)
Balance, October 31, 2021		291,481			194,981			486,462
Advances		300,000			522,335			822,335
Costs and expenses		(79,793	)		(675,390	)		(755,183	)
Foreign exchange effect		13,193			(1,066	)		12,127
Balance, January 31, 2022		524,881			40,860			565,741

[i] Related Party A is a company controlled by a director and officer.

[ii] Related Party B is a company controlled by an officer.

[b] Due to related parties

As at January 31, 2022, balances due to related parties totaled $1,092,786 (October 31, 2021 – $1,026,817). All advances are unsecured, non-interest bearing, and have no stated terms of repayment.

	January 31, 2022		October 31, 2021
	$		$
Wages payable to directors and officers		357,500		357,500
Benefits payable to directors and officers		581,854		539,209
Fees and expenses payable to directors and officers		151,261		127,878
Interests due to a shareholder		2,171		2,230
Total		1,092,786		1,026,817

[c] Key management compensation

As at January 31, 2022, the Company had twelve executives including eight in senior management. Their aggregate annualized compensation is approximately $2.9 million. During the three months ended January 31, 2022, the Company incurred salaries, benefits, and consulting fees totaling $747,589 to directors and officers of the Company. There were no stock options granted to directors or officers of the Company during the period.

[d] Transactions with related parties

[i] During the three months ended January 31, 2022, the Company incurred consulting fees of CA$30,000 (USD equivalent $23,587) to a member of senior management.

[ii] In June 2021, the Company renewed its sublease agreement with a company controlled by a director and officer for its corporate office in Vancouver, British Columbia with a lease term from April 1, 2021 to March 31, 2023 at a monthly rent of CA$9,794 (USD equivalent $7,700).

[iii] Pursuant to an agreement entered on August 29, 2018 and which was approved by the TSX-V on September 12, 2018, a company controlled by a director and officer is eligible to receive up to 5% of the issued and outstanding common shares of the Company as at August 28, 2018 for up to $5 million raised. During the year ended October 31, 2021, the commitment was met. On November 3, 2021, the Company issued 9,163,425 common shares at a price of CA$0.65 per share with a total fair value of CA$5,956,226 (USD equivalent $4,796,832) as share issue costs.

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CONTINGENT LIABILITIES AND COMMITMENTS

3 Months Ended

Jan. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

CONTINGENT LIABILITIES AND COMMITMENTS

9. CONTINGENT LIABILITIES AND COMMITMENTS

[a] Contingent liabilities

[i] On September 29, 2020, James Sever filed a Notice of Civil Claim against the Company in the Supreme Court of British Columbia (the “Sever Claim”). The Sever Claim alleges that Mr. Sever had an employment and/or other similar contractual relationship with the Company, and that the Company breached such contractual relationship by way of constructive dismissal or similar conduct. The Sever Claim seeks damages in excess of $2.5 million, certain equity compensation, prejudgment garnishment, costs, interest and other non-monetary relief. On July 27, 2021, the Company filed a response to the Sever Claim, which included the following pleadings: (a) that the Company was never properly served with the Sever Claim; (b) that the Company had never had any form of employment, independent or consulting relationship or agreement with Mr. Sever; (c) that the Company had no debts, liabilities or obligations to Mr. Sever; (d) that to the extent that Mr. Sever had some form of employment, independent or consulting or similar relationship or agreement as alleged in the Sever Claim, such contract or relationship, if one existed, was never with the Company and was with some other corporate entity. The Company intends to vigorously defend against the Sever Claim, and believes that the Sever Claim is without merit. As the Company cannot predict the outcome of the Sever Claim, no provision has been recognized as there is no present obligation and the probability of an outcome cannot be determined.

[ii] On December 31, 2020, GEM Yield Bahamas Limited (“GEM”) served the Company with a Notice of Intention to Arbitrate (the “New York Arbitration Notice”) before the American Arbitration Association in New York (the “GEM New York Arbitration”). The New York Arbitration Notice alleges the Company breached a Share Subscription Agreement dated November 15, 2019 entered into between the Company and GEM (the “GEM Agreement”), among other things, claiming damages of CA$4.2 million (USD equivalent $3.4 million). On January 19, 2021, the Company filed a petition in the New York Supreme Court to stay the GEM New York Arbitration claiming the GEM Agreement was not valid. On March 19, 2021, the Court in the New York State Action ruled that there was an arbitration clause in the GEM Agreement but it was up to the arbitrator to determine if the arbitration clause was valid. Following this ruling, the New York State Action was closed. In June 2021, GEM filed a Statement of Claim in the GEM New York Arbitration, and the Company filed a Statement of Answer denying the existence of any binding agreement between the Company and GEM, among other defenses. In January 2022, the Company filed a Modified Statement of Defense and Counterclaims. The Company intends to vigorously defend itself in the GEM New York Arbitration and believes the allegations lack merit. As the Company cannot predict the outcome of this arbitration proceeding, no provision has been recognized in respect to the GEM New York Arbitration as there is no present obligation and the probability of an outcome cannot be determined.

[iii] On February 8, 2021, GEM instituted another arbitration against the Company before the International Centre for Dispute Resolution in Montreal Canada (the “GEM Montreal Arbitration”) and joined GEM’s affiliate, GEM Global Yield LLC SCS (“GEM Global Yield” together with GEM, the “GEM Parties”). The Statement of Claim filed by the GEM Parties alleges the Company breached a Share Subscription Agreement dated November 15, 2019 and promissory note, among other things, claiming damages of approximately CA$4.9 million (USD equivalent $3.9 million), in addition to costs and expenses, stemming from the Company’s alleged failure to issue to GEM Global Yield warrants to purchase up to 33 million shares of the Company’s common stock. The Company filed a Statement of Defense denying the existence of any binding agreement between the Company and GEM, among other defenses. In January 2022, the Company filed an Amended Statement of Defense and Cross-claim. The Company intends to vigorously defend itself in the GEM Montreal Arbitration and believes the allegations lack merit. As the Company cannot predict the outcome of this arbitration proceeding, no provision has been recognized in respect to the GEM Montreal Arbitration as there is no present obligation and the probability of an outcome cannot be determined.

[iv] On April 19, 2021, Lampert Advisors, LLC (“Lampert”) filed a Verified Complaint against the Company’s wholly owned subsidiary Western Magnesium Corp., a Nevada corporation (“Western Magnesium – Nevada”) in the Supreme Court of the State of New York, County of New York (the “Lampert Lawsuit”). The complaint filed in the Lampert Lawsuit alleges that Lampert entered into an agreement with Western Magnesium – Nevada to provide various financial advisory services including acquisition advisory services and act as an exclusive placement agent for a combination of debt and equity securities (the “Lampert Agreement”), that it performed all services required under that agreement and that it is owed $367,227 plus interest at the rate of 9% from February 3, 2021 and that it has a right of first refusal to act as financial advisor in connection with any debt, equity or debt restructuring assignments on terms, conditions and compensation customary for Lampert for a transaction of the type contemplated. Although Lampert claims to have personally served Western Magnesium – Nevada, the Company never received the Summons and Complaint and therefore, never submitted a response. On September 9, 2021, Lampert filed a Motion seeking the entry of a default judgment (the “Motion”). The Company opposed the Motion and filed a cross-motion to compel Lampert to accept the Company’s answer. The Court granted the Company’s cross-motion and denied Lampert’s Motion as moot. The Court scheduled a preliminary conference for the parties on March 30, 2022. The Company intends to vigorously defend against the Lampert Lawsuit, and believes that the Lampert Lawsuit is without merit. As the Company cannot predict the outcome of the Lampert Lawsuit, no provision has been recognized as there is no present obligation and the probability of an outcome cannot be determined.

[b] Commitments

[i] On November 1, 2016, the Company signed a contract services agreement with Lodestar Management Group, LLC (“Lodestar”), a US corporate logistics company. Lodestar provides advisory, consulting, negotiation and other management services relating to corporate management, administrative and/or operational activities of the Company. The term of the contract was for one year and has been renewed under the same terms on January 1, 2018 and 2019. The Company has agreed to compensate Lodestar in the amount of $1,800 or CA$2,500 per month by either cash or arrangement of the issuance of shares. The number of shares issued will be based on the share price on the day of issuance that is not lower than the CA$0.05 per share minimum requirement and will not exceed $1,800 or CA$2,500 in value. The shares will be issued on the last working day of each month for a period of twelve months. During the three months ended January 31, 2022, the Company did not make any cash payment (2021 – $nil) or issue any shares (2021 – nil) to Lodestar. As at January 31, 2022, the outstanding amounts payable to Lodestar was $53,491 (October 31, 2021 – $53,491).

[ii] During the year ended October 31, 2020, the Company has entered into a lease agreement for its research and development pilot plant in Burnaby, British Columbia with a lease term from October 1, 2020 to September 30, 2023 at a monthly rent of CA$20,715 (USD equivalent $16,727). In June 2021, the Company renewed its sublease agreement with a company controlled by a director and officer for its corporate office in Vancouver, British Columbia with a lease term from April 1, 2021 to March 31, 2023 at a monthly rent of CA$9,794 (USD equivalent $7,909). In September 2021, the Company entered into a lease agreement for its office in McLean, Virginia with a lease term from September 14, 2021 to February 28, 2025 at a monthly rent of $9,113. The Company will be abated for the beginning five months and is entitled to a tenant allowance of $41,010 [notes 5 and 6].

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PROMISSORY NOTE

3 Months Ended

Jan. 31, 2022

Promissory Note

PROMISSORY NOTE

10. PROMISSORY NOTE

During the year ended October 31, 2019, the Company received a loan of CA$150,000 (USD equivalent $112,895) from a related party. The loan was unsecured, bore interest at 18% and was due on demand. During the year ended October 31, 2020, the loan was increased by an additional CA$60,000 (USD equivalent $44,588) to CA$210,000 (USD equivalent $157,483), and was due on September 24, 2021. During the year ended October 31, 2021, the Company accrued interest expense of $1,639 (2020 – $16,655) and repaid the entire balance and interest totaling $65,761 (2020 – $101,066).

XML

PROVISION FOR FLOW THROUGH SHARE ISSUANCES

3 Months Ended

Jan. 31, 2022

Provision For Flow Through Share Issuances

PROVISION FOR FLOW THROUGH SHARE ISSUANCES

11. PROVISION FOR FLOW THROUGH SHARE ISSUANCES

The Company has recorded a provision in the amount of $227,140 (October 31, 2021 – $233,285) for tax and related obligations relating to flow through share issuances from prior years.

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CONVERTIBLE DEBENTURE AND DERIVATIVE LIABILITY

3 Months Ended

Jan. 31, 2022

Debt Disclosure [Abstract]

CONVERTIBLE DEBENTURE AND DERIVATIVE LIABILITY

12. CONVERTIBLE DEBENTURE AND DERIVATIVE LIABILITY

[a] July 2020 Convertible Debenture

On July 27, 2020, the Company closed a non-brokered private placement of an unsecured convertible note in the principal amount of CA$150,000 (USD equivalent $112,124, the “July 2020 Convertible Debenture”). The note bears interest at 12% per annum and is due on the date that is one year following the closing date. The note is convertible into common shares of the Company at the price which is the greater of CA$0.15 per common share and the market price on the date of the conversion notice. Any accrued but unpaid interest will be payable on the earlier of the maturity date and the date of conversion in cash or common shares. No finder’s fees were paid in connection with this private placement. On May 18, 2021, the Company issued a total of 1,360,959 common shares on the conversion of the July 2020 Convertible Debenture including conversion of accrued interest and 263,973 common shares valued at $26,286 in transaction costs. The July 2020 Convertible Debenture had an effective interest rate of 37%.

[b] July 2021 Convertible Debenture

On July 15, 2021, the Company closed a non-brokered private placement of an unsecured convertible note in the principal amount of CA$100,000 (USD equivalent $79,542, the “July 2021 Convertible Debenture”) which it received on April 22, 2021. The note bears interest at 12% per annum and is due on the date that is one year following the closing date. The note is convertible at a price of CA$0.12 per Unit, where each Unit is comprised of one common share and one common share purchase warrant exercisable at a price of CA$0.20 per common share for a period of two years. Any accrued but unpaid interest will be payable on the earlier of the maturity date and the date of conversion in cash or common shares.

As at January 31, 2022, the Company incurred contractual interest of CA$9,337 (USD equivalent $7,375) [2021 – CA$7,299 (USD equivalent $5,802)]. The July 2021 Convertible Debenture has an effective interest rate of 608.98%.

[c] June 2021 Convertible Debenture

On June 15, 2021, the Company closed a non-brokered private placement of an unsecured convertible note in the principal amount of $1,500,000 (the “June 2021 Convertible Debenture”). The note bears interest at 12% per annum and matures on December 10, 2022. The June 2021 Convertible Debenture is convertible into 15,000,000 units, where each unit consists of (i) one share of the Company’ common stock, (ii) one-half of one Class A common stock purchase warrant, with each whole warrant being exercisable at a price of $0.13 until June 10, 2026, and (iii) one-half of one Class B common stock purchase warrant, with each whole warrant being exercisable at a price of $0.19 until June 10, 2026 (collectively, the “Class A and B Warrants”). In addition, the conversion price for accrued interest is the greater of (i) $0.10 and (ii) the minimum conversion price permitted by the TSX-V at the time of conversion.

As part of the offering of the June 2021 Convertible Debenture, the Company also entered into the June 10, 2021 Securities Purchase Agreement (the “Securities Purchase Agreement”), whereby the Company agreed to use commercially reasonable efforts to file a registration statement with the United States Securities and Exchange Commission (the “SEC”) by August 14, 2021, covering the public resale of the shares of common stock underlying such debenture and, upon its conversion, the Class A and B Warrants issuable upon such conversion (the “Underlying Shares”), and to use its best efforts to cause the registration statement to be declared effective on October 13, 2021. On December 13, 2021, the Company’s Form 10 Registration Statement filed with the SEC was declared effective.

In addition to certain covenants contained in the Securities Purchase Agreement, the terms of the June 2021 Convertible Debenture contain certain negative covenants by the Company, including, among others, sell or offer to sell any securities with non-fixed or floating price features, issue any common stock or common stock equivalents at a price lower than the Conversion Price herein then in effect, or issue any equity or debt instruments with anti-dilution provisions.

In the event the Company issues or sells any common stock or common stock equivalents with terms that the purchaser holding the outstanding June 2021 Convertible Debenture (the “Convertible Debenture Holder”) or the Class A and B Warrants reasonably believes are more favorable to such holder than the terms of the June 2021 Convertible Debenture or the Class A and B Warrants, then upon notice to the Company by such holder within five trading days after notice to such holder by the Company, the Company will use commercially reasonable efforts to obtain the approval of the TSX-V and any additional required regulatory approval to amend the terms of the June 2021 Convertible Debenture or the Class A and B Warrants as required, as the case may be, so as to give such holder the benefit of such more favorable terms or conditions.

The conversion price of the June 2021 Convertible Debenture and the exercise price of the Class A and B Warrants are subject to proportional adjustment in the event of stock splits, stock dividends and similar corporate events, including merger or consolidation of the Company or in a “Fundamental Transaction” as defined in the June 2021 Convertible Debenture.

The Company has granted the holders certain rights of first refusal on its future offerings for as long as the June 2021 Convertible Debenture or the Class A and B Warrants are outstanding.

The Company may prepay and satisfy the June 2021 Convertible Debenture so long as an event of default has not occurred, upon 20 days’ prior written notice received by the Company to the holder, by paying 125% of the amounts owed on the June 2021 Convertible Debenture, including all principal, interest and other fees. The holder of this debenture may, however, convert all or a portion of the debenture during the 20-day notice period.

During the three months ended January 31, 2022, the Company issued an aggregate 3,000,000 units on partial conversion of the June 2021 Convertible Debenture, for a total of 3,000,000 common shares, 1,500,000 Class A Warrants exercisable at a price of $0.13 until June 10, 2026, and 1,500,000 Class B Warrants exercisable at a price of $0.19 until June 10, 2026 [note 13[b]].

As at January 31, 2022, the Company incurred contractual interest of $109,808 (2021 – $70,521). The June 2021 Convertible Debenture has an effective interest rate of 1,348%.

[d] Debt Host Liability and Embedded Derivative Liability

Certain of the Company’s convertible debentures were determined to be hybrid financial instruments comprised of a debt host liability and an embedded derivative liability, as under the conversion feature the number of shares that will or may be issued to settle the notes may vary. The Company uses the Black-Scholes Option Pricing Model based on different default risks and assumptions. The debt host liability of the convertible note will be measured at amortized cost, with the embedded derivative liability measured at fair value through profit and loss.

On issuance date of the July 2020 Convertible Debenture, the fair value of its debt host liability was determined to be $87,083 and the respective embedded derivative liability was valued at $25,041. Fair value adjustments were made to the embedded derivative liability of the July 2020 Convertible Debenture on conversion date of May 18, 2021, resulting in a value of $nil.

On issuance date of the June 2021 Convertible Debenture, it was determined to be a hybrid financial instrument comprised of a debt host liability and an embedded derivative liability. The embedded derivative liability was valued at $1,646,600 which exceeded the face value of the note itself of $1,500,000, the debt host liability was then assigned a face value of $1, with an immediate loss of $146,601 on recognition of the debt host liability. As at October 31, 2021, its combined value was $7,449,744. On November 1, 2021, the Company’s functional currency change resulted in the reclassification of the June 2021 Convertible Debenture from a hybrid financial instrument accounted for in accordance with ASU 815-15 to a convertible debt instrument with a beneficial conversion feature accounted for in accordance with ASU 470-20. The value of the embedded derivative liability was reclassified to additional paid-in capital and continues to amortize the debt discount as interest costs over the period from the issuance date to the stated maturity date using the effective interest method. During the three months ended January 31, 2022, the Company recorded interest expense on debt discount of $300,034 which includes the full amortization of the portions of the debt which were converted in the period. As at January 31, 2022, the debt discount had a carrying value of $1,199,966.

On issuance date of the July 2021 Convertible Debenture, it was determined to be a convertible debt instrument with a beneficial conversion feature accounted for in accordance with ASU 470-20. The Company allocated the intrinsic value of the beneficial conversion feature of the July 2021 Convertible Debenture capped at the face value of CA$100,000 (USD equivalent $79,542) to additional paid-in capital. On November 1, 2021, the Company’s functional currency change resulted in the reclassification of the July 2021 Convertible Debenture to a hybrid financial instrument accounted for in accordance with ASU 815-15. The embedded derivative liability was valued at CA$529,400 (USD equivalent $421,095), the previous beneficial conversion feature was reversed out of additional paid-in capital, and a loss of CA$429,400 (USD equivalent $341,553) was recognized in the statement of loss and comprehensive loss. As at January 31, 2022, the amortized cost of the July 2021 Convertible Debenture’s debt host liability was CA$11,780 (USD equivalent $9,262) and the fair value of the embedded derivative liability was CA$269,300 (USD equivalent $211,730), with a combined value of CA$281,080 (USD equivalent $220,992).

The inputs used in the Black-Scholes Option Pricing Model are as follows:

	January 31,			November 1,			October 31,			June 15,			July 27,
	2022			2021			2021			2021			2020
Risk free rate of interest		1.51	%		1.07	%		1.08	%		0.31	%		0.26	%
Expected life in years		0.45 years			0.70 years			1.11 years			1.50 year			0.74 year
Conversion exercise price		CA$0.12			CA$0.12		$	0.10		$	0.10			CA$0.15
Underlying share price of the Company		CA$0.44			CA$0.75		$	0.59		$	0.19			CA$0.13
Expected volatility		109.11	%		124.34	%		107.62	%		87.17	%		82.54	%
Expected dividend rate		Nil			Nil			Nil			Nil			Nil

	July 2020 Convertible Debenture			June 2021 Convertible Debenture			July 2021 Convertible Debenture			Total
	$			$			$			$
Debt Host Liability
Balance, October 31, 2020		96,318			–			–			96,318
Value of debt host liability recognized		–			1			–			1
Accretion and interest expense		23,587			43			63			23,693
Conversion		(125,560	)		–			–			(125,560	)
Foreign currency translation		5,655			–			–			5,655
Balance, October 31, 2021		–			44			63			107
Effects of change in functional currency		–			1,500,000			–			1,500,000
Accretion and interest expense		–			529			9,244			9,773
Conversion		–			(300,000	)		–			(300,000	)
Foreign currency translation		–			–			(45	)		(45	)
Balance, January 31, 2022		–			1,200,573			9,262			1,209,835
Embedded Derivative Liability
Balance, October 31, 2020		20,123			–			–			20,123
Fair value of embedded derivative liability recognized		–			1,646,600			–			1,646,600
Fair value adjustment		(16,058	)		5,717,328			–			5,701,270
Conversion		(5,247	)		–			–			(5,247	)
Foreign currency translation		1,182			85,772			–			86,954
Balance, October 31, 2021		–			7,449,700			–			7,449,700
Effects of change in functional currency		–			(7,449,700	)		421,094			(7,028,606	)
Fair value adjustment		–			–			(205,450	)		(205,450	)
Foreign currency translation		–			–			(3,914	)		(3,914	)
Balance, January 31, 2022		–			–			211,730			211,730
Debt Discount
Balance, October 31, 2021		–			–			–			–
Effects of change in functional currency		–			(1,500,000	)		–			(1,500,000	)
Amortization		–			300,034			–			300,034
Balance, January 31, 2022		–			(1,199,966	)		–			(1,199,966	)
Combined Value of Convertible Debenture
Balance, October 31, 2020		116,441			–			–			116,441
Balance, October 31, 2021		–			7,449,744			63			7,449,807
Balance, January 31, 2022		–			607			220,992			221,599

[e] Derivative Liability – Warrants and Broker Warrants

On November 1, 2021, the Company’s functional currency change resulted in the reclassification of its outstanding warrants and broker warrants denominated in the Canadian dollars as derivative liabilities measured at fair value through profit and loss. The previous value of outstanding broker warrants was reversed out of additional paid-in capital, and the derivative liability of warrants and broker warrants were valued at $26,956,177 and $76,811, respectively. During the three months ended January 31, 2022, upon exercise of common share purchase warrants, a value of $3,481,052 was reclassified from derivative liability to share capital. As at January 31, 2022, the derivative liability of warrants and broker warrants were valued at $8,246,718 and $41,670, respectively, resulting in a net loss in the quarter of $11,765,241. The Company uses the Black-Scholes Option Pricing Model based on default risks and assumptions as appropriate.

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SHARE CAPITAL

3 Months Ended

Jan. 31, 2022

Equity [Abstract]

SHARE CAPITAL

13. SHARE CAPITAL

[a] Authorized capital

The authorized share capital consists of 1,000,000,000 common voting shares at par value of $0.001.

[b] Common shares issued

Fiscal 2021

[i] In connection with the non-brokered private placement announced on September 10, 2020:

On November 20, 2020, the Company closed the first tranche of the non-brokered private placement, issuing 5,599,171 units at a price of CA$0.13 per unit for gross proceeds of CA$727,892 (USD equivalent $556,876), which had been received prior to October 31, 2020 and recorded as an obligation to issue shares.

On January 15, 2021, the Company closed the second tranche of the non-brokered private placement, consisting of 7,337,914 units at a price of CA$0.13 per unit for gross proceeds of CA$953,930 (USD equivalent $749,435), of which $39,996 had been received prior to October 31, 2020 and recorded as an obligation to issue shares.

On January 29, 2021, the Company closed the third tranche of the non-brokered private placement consisting of 5,382,303 units at a price of CA$0.13 per unit for gross proceeds of CA$699,699 (USD equivalent $547,496).

On March 24, 2021, the Company closed the fourth tranche of the non-brokered private placement consisting of 6,554,172 units at a price of CA$0.13 per unit for gross proceeds of CA$852,042 (USD equivalent $678,270).

On April 27, 2021, the Company closed the fifth and final tranche of the non-brokered private placement consisting of 851,395 units at a price of CA$0.13 per unit for gross proceeds of CA$110,681 (USD equivalent $89,237).

In total, the Company issued an aggregate 25,724,955 units at a price of CA$0.13 per unit for aggregate gross proceeds of CA$3,344,244 (USD equivalent $2,621,314). Each unit issued consists of one common share and one common share purchase warrant entitling the holder to acquire a further common share at a price of CA$0.19 for a period of one year from the closing date of the respective financing tranche. The Company incurred aggregate share issue costs of $195,614.

[ii] On May 5, 2021, the Company announced a non-brokered private placement priced at CA$0.13 per unit to raise gross proceeds of up to CA$3,000,000. On May 28, 2021, the Company closed the first tranche of the non-brokered private placement issuing 5,223,420 units at a price of CA$0.13 per unit for gross proceeds of $679,044 (USD equivalent $561,844). On June 17, 2021, the Company closed the second and final tranche of the non-brokered private placement consisting of 17,853,506 units at a price of CA$0.13 per unit for gross proceeds of CA$2,320,956 (USD equivalent $1,880,687). The Company issued total of 23,076,926 units at a price of CA$0.13 per unit for total gross proceeds of CA$3,000,000 (USD equivalent $2,442,531). Each unit issued consists of one common share and one common share purchase warrant entitling the holder thereof to acquire a further common share at a price of CA$0.19 for a period of one year from the date of closing of the respective financing tranche. The Company incurred aggregate share issue costs of $154,336.

[iii] On May 18, 2021, the Company issued a total of 1,360,959 common shares on the conversion of the July 2020 Convertible Debenture including accrued interest and 263,973 common shares valued at $26,286 in transaction costs.

[iv] On June 7, 2021, the Company issued 1,538,461 common shares at a price of CA$0.24 per share with a total fair value of CA$369,231 (USD equivalent $305,832) for equipment.

[v] On July 16, 2021, the Company closed a non-brokered private placement and issued 4,350,000 units at a price of CA$0.20 per unit for gross proceeds of CA$870,000 (USD equivalent $690,860). Each unit consists of one common share and one common share purchase warrant entitling the holder thereof to acquire a further common share at a price of CA$0.30 for a period of one year from the date of closing. The Company incurred aggregate share issue costs of $48,319.

[vi] On August 11, 2021, the Company closed a non-brokered private placement and issued 3,827,601 units at a price of CA$0.55 (US$0.44) per unit for gross proceeds of CA$2,105,180 (USD equivalent $1,683,336). Each unit consists of one common share and one common share purchase warrant entitling the holder thereof to acquire a further common share at a price of CA$0.65 (US$0.52) for a period of eighteen months from the date of closing. The Company incurred aggregate share issue costs of $124,923.

[vii] During the year ended October 31, 2021, the Company issued a total of 7,014,969 common shares on the exercise of common share purchase warrants at a price ranging from CA$0.05 to CA$0.21 per share for gross proceeds of CA$1,120,130 (USD equivalent $887,520). A total of 525,173 warrants expired unexercised.

[viii] During the year ended October 31, 2021, the Company issued a total of 2,630,000 common shares on the exercise of stock options at a price ranging from CA$0.05 to CA$0.16 per share for gross proceeds of CA$175,800 (USD equivalent $140,734).

[ix] With respect to the exercises of common share purchase warrants and options, the Company reclassified $4,291 and $121,932, respectively, from additional paid-in capital to share capital during the year ended October 31, 2021.

Fiscal 2022

[i] Pursuant to an agreement entered on August 29, 2018 and which was approved by the TSX-V on September 12, 2018, a company controlled by a director and officer was eligible to receive up to 5% of the issued and outstanding common shares of the Company as at August 28, 2018 for up to $5 million raised. During the year ended October 31, 2021, the commitment was met. On November 3, 2021, the Company issued 9,163,425 common shares at a price of CA$0.65 per share with a total fair value of CA$5,956,226 (USD equivalent $4,796,832) as share issue costs.

[ii] On November 4, 2021, the Company issued 1,000,000 units on partial conversion of the June 2021 Convertible Debenture, for a total of 1,000,000 common shares, 500,000 Class A Warrants exercisable at a price of $0.13 until June 10, 2026, and 500,000 Class B Warrants exercisable at a price of $0.19 until June 10, 2026. On December 13, 2021, the Company issued a further 1,000,000 units on partial conversion of the June 2021 Convertible Debenture, for a total of 1,000,000 common shares, 500,000 Class A Warrants exercisable at a price of $0.13 until June 10, 2026, and 500,000 Class B Warrants exercisable at a price of $0.19 until June 10, 2026. On January 20, 2022, the Company issued a further 1,000,000 units on partial conversion of the June 2021 Convertible Debenture, for a total of 1,000,000 common shares, 500,000 Class A Warrants exercisable at a price of $0.13 until June 10, 2026, and 500,000 Class B Warrants exercisable at a price of $0.19 until June 10, 2026. The Company incurred aggregate share issue costs of $1,361.

[iii] On November 26, 2021, the Company closed a non-brokered private placement and issued 1,375,499 units at a price of $0.55 per unit for gross proceeds of $756,524. Each unit consists of one common share and one common share purchase warrant entitling the holder thereof to acquire a further common share at a price of $0.75 for a period of one year from the date of closing. The Company incurred aggregate share issue costs of $26,656.

[iv] During the three months ended January 31, 2022, upon exercise of common share purchase warrants, the Company issued an aggregate 15,159,448 common shares at a price CA$0.19 per share for gross proceeds of CA$2,880,295 (USD equivalent $2,279,136), 200,000 common shares at a price of CA$0.05 per share for gross proceeds of CA$10,000 (USD equivalent $7,830), and 30,000 common shares at a price of CA$0.30 per share for gross proceeds of CA$9,000 (USD equivalent $6,981). The Company issued a total of 15,389,448 common shares for gross proceeds of CA$2,899,295 (USD equivalent $2,293,946). A total of 2,428,363 warrants expired unexercised.

[c] Common share purchase warrants

A summary of the changes in the Company’s common share purchase warrants during the three months ended January 31, 2022 are as follows:

Expiry Date	Exercise Price ($)		Weighted Average Life (Years)		October 31, 2021		Granted		Exercised			Expired/ Cancelled			January 31, 2022
November 22, 2021		CA$0.19		–		4,160,021		–		(4,080,573	)		(79,448	)		–
January 17, 2022		CA$0.19		–		7,267,914		–		(5,959,396	)		(1,308,518	)		–
January 31, 2022		CA$0.19		–		5,382,303		–		(4,341,906	)		(1,040,397	)		–
February 21, 2022		CA$0.05		0.06		1,505,200		–		–			–			1,505,200
March 24, 2022		CA$0.19		0.14		6,341,872		–		(570,046	)		–			5,771,826
March 27, 2022		CA$0.05		0.15		982,025		–		–			–			982,025
April 27, 2022		CA$0.19		0.24		791,395		–		(50,000	)		–			741,395
May 9, 2022		CA$0.05		0.27		1,813,725		–		–			–			1,813,725
May 30, 2022		CA$0.19		0.33		5,223,420		–		(47,527	)		–			5,175,893
June 17, 2022		CA$0.19		0.38		17,703,506		–		(110,000	)		–			17,593,506
July 18, 2022		CA$0.30		0.46		4,350,000		–		(30,000	)		–			4,320,000
August 14, 2022		CA$0.05		0.53		200,000		–		(200,000	)		–			–
February 13, 2023		CA$0.65		1.04		3,827,601		–		–			–			3,827,601
Subtotal						59,548,982		–		(15,389,448	)		(2,428,363	)		41,731,171
Weighted average exercise price						CA$0.22		–		CA$0.19			CA$0.19			CA$0.23
November 27, 2022		US$0.75		0.82		–		1,375,499		–			–			1,375,499
June 10, 2026		US$0.13		4.36		–		1,500,000		–			–			1,500,000
June 10, 2026		US$0.19		4.36		–		1,500,000		–			–			1,500,000
Subtotal						–		4,375,499		–			–			4,375,499
Weighted average exercise price						–		US$0.35		–			–			US$0.35
Total						59,548,982		4,375,499		(15,389,448	)		(2,428,363	)		46,106,670

A summary of the changes in the Company’s common share purchase warrants during the three months ended January 31, 2021 are as follows:

Expiry Date

Exercise Price ($)

Weighted Average Life (Years)

October 31, 2020

Granted

Exercised

Expired/ Cancelled

January 31, 2021

August 31, 2021

*

CA$0.21

0.58

3,643,791

-

–

–

3,643,791

November 22, 2021

CA$0.19

0.80

–

5,599,171

–

–

5,599,171

January 17, 2022

CA$0.19

0.96

–

7,337,914

–

–

7,337,914

January 31, 2022

CA$0.19

0.99

–

5,382,303

–

–

5,382,303

February 21, 2022

CA$0.05

1.06

1,505,200

–

–

–

1,505,200

March 27, 2022

CA$0.05

1.15

1,482,025

–

–

–

1,482,025

May 9, 2022

CA$0.05

1.27

2,368,626

–

–

–

2,368,626

August 14, 2022

CA$0.05

1.53

1,110,000

–

–

–

1,110,000

Total

10,109,642

18,319,388

–

–

28,429,030

Weighted average exercise price

CA$0.11

CA$0.19

–

–

CA$0.16

* The Company received approval of the TSX-V on January 13, 2021 and amended the expiry date of 3,643,791 warrants, extending the expiry date from January 17, 2021 to August 31, 2021, subject to acceleration if the closing price of the Company’s shares exceeds CA$0.30 per common share for at least 10 consecutive trading days.

[d] Stock options

The Company has adopted an incentive stock option plan, effective on August 8, 2017 and as amended on August 8, 2018, under the rules of the TSX-V pursuant to which it is authorized to grant stock options to executive officers, directors, employees and consultants, enabling them to acquire up to 20% of the total shares outstanding of the Company (the “2017 Stock Option Plan”). Under the 2017 Stock Option Plan, the option exercise price of any option granted shall not be less than the discounted market price of the Company’s common shares. For the purposes of the 2017 Stock Option Plan, the discounted market price is calculated in accordance with the policies of the TSX-V at the time of the grant of the options. Stock options granted are subject to a maximum term of 5 years. All options granted shall vest immediately, except for those options granted to persons performing investor relations activities for the Company. Pursuant to the policies of the TSX-V, shares issued upon the exercise of options are restricted from trading during the 4-month period subsequent to the exercise of options.

On June 11, 2021, the Company adopted the 2021 Equity Incentive Plan which replaces the 2017 Stock Option for providing stock-based compensation to directors, officers, employees, consultants, and advisors of the Company and no further options will be granted under the 2017 Stock Option Plan. Under the 2021 Equity Incentive Plan, the Company is authorized to issue up 27,312,368 shares of the Company. In addition, any common shares reserved for issuance under the 2017 Stock Option Plan that are forfeited as a result of the expiration or termination of any awards under that plan after the date of adoption of the 2021 Equity Incentive Plan will be added to the 2021 Equity Incentive Plan. As of January 31, 2022, 3,730,000 stock options forfeited under the 2017 Stock Option Plan were added to the 2021 Equity Incentive Plan (October 31, 2021 – 1,730,000). The 2021 Equity Incentive Plan provides for various equity-based and cash-based incentive awards, including incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock and restricted stock units, performance awards, dividend equivalents and other equity-based or cash-based awards.

On December 30, 2020, the Company granted 15,650,000 stock options pursuant to its 2017 Stock Option Plan to its directors, officers, employees and consultants at a price of CA$0.13 per share, of which 9,500,000 were exercisable for a period of five years and 6,150,000 were exercisable for a period of two years. However, these options exceeded the maximum allowed under the Company’s 2017 Stock Option Plan. On June 11, 2021, the Company received shareholders’ approval to amend the Company’s 2017 Stock Option Plan to increase the number of common shares reserved for issuance under such plan and rectified the grant of these options.

On August 30, 2021, the Company granted 21,700,000 incentive stock options pursuant to its 2021 Equity Incentive Plan to its directors, officers, employees and consultants. These options are exercisable at a price of CA$0.70 per share for a period of five years.

On October 1, 2021, the Company granted 1,450,000 incentive stock options pursuant to its 2021 Equity Incentive Plan to its officer and employee and consultants. These options are exercisable at a price of CA$0.50 per share for a period of five years.

On December 3, 2021, the Company granted 250,000 incentive stock options pursuant to its 2021 Equity Incentive Plan to an employee. These options are exercisable at a price of CA$0.58 per share for a period of five years.

As at January 31, 2022, the maximum number of common shares available under the 2021 Equity Incentive Plan was 31,042,368, of which 7,642,368 remained available for grant thereunder.

During the three months January 31, 2022, the Company recognized a stock-based compensation totaling $131,575 (2021 – $1,048,990) in relation to the grant of its stock options.

The weighted average grant date fair value of the stock options granted during the three months ended January 31, 2022 was CA$0.50 (2021 – CA$0.09) per option. Option pricing models require the use of highly subjective estimates and assumptions including expected stock price volatility. Changes in the underlying assumptions can materially affect the fair value estimates. The fair value of stock options was estimated on the measurement date using the Black-Scholes Option Pricing Model. The assumptions used to calculate the fair value were as follows:

	2022			2021
Risk free rate of interest		1.34	%		0.20% – 1.07%
Expected life of options		5 years			2 to 5 years
Exercise price of options		CA$0.58			CA$0.13 – CA$0.70
Expected annualized volatility		136.08	%		130.88% – 140.05%
Expected dividend rate		Nil			Nil

A summary of the changes in the Company’s stock options during the three months ended January 31, 2022 are as follows:

Expiry Date	Exercise Price (CA$)		Weighted Average Life (Years)		Outstanding as at October 31, 2021		Granted		Exercised		Expired/ Cancelled			Outstanding as at January 31, 2022		Vested as at January 31, 2022
March 27, 2022		0.05		0.15		1,500,000		–		–		(250,000	)		1,250,000		1,250,000
December 30, 2022		0.13		0.91		6,000,000		–		–		–			6,000,000		6,000,000
August 12, 2023		0.05		1.53		2,290,000		–		–		(750,000	)		1,540,000		1,540,000
December 3, 2023		0.05		1.84		6,450,000		–		–		(500,000	)		5,950,000		5,950,000
May 22, 2024		0.12		2.31		7,900,000		–		–		(500,000	)		7,400,000		7,400,000
November 3, 2024		0.15		2.76		700,000		–		–		–			700,000		700,000
November 24, 2024		0.16		2.82		320,000		–		–		–			320,000		320,000
March 26, 2025		0.11		3.15		100,000		–		–		–			100,000		100,000
April 23, 2025		0.12		3.23		3,350,000		–		–		–			3,350,000		3,350,000
December 30, 2025		0.13		3.92		9,500,000		–		–		–			9,500,000		9,500,000
August 30, 2026		0.70		4.58		21,700,000		–		–		–			21,700,000		21,475,000
October 1, 2026		0.50		4.67		1,450,000		–		–		–			1,450,000		1,450,000
December 3, 2026		0.58		4.84		–		250,000		–		–			250,000		250,000
Total						61,260,000		250,000		–		(2,000,000	)		59,510,000		59,285,000
Weighted average exercise price						CA$0.33		CA$0.58		–		CA$0.07			CA$0.34		CA$0.33
Aggregate intrinsic value					$	19,994,025								$	4,886,548	$	4,93,542
Weighted average remaining life						3.46									3.27		3.26

A summary of the changes in the Company’s nonvested stock options during the year ended January 31, 2022 are as follows:

Expiry Date	Fair Value Per Share (CA$)		Weighted Average Life (Years)		Nonvested as at October 31, 2021		Granted		Vested			Expired/ Cancelled		Nonvested as at January 31, 2022
December 30, 2022		0.07		1.16		162,500		–		(162,500	)		–		–
August 30, 2026		0.56		4.83		300,000		–		(75,000	)		–		225,000
Total						462,500		–		(237,500	)		–		225,000
Weighted average grant date fair value – per option						CA$0.39		–		CA$0.22			–		CA$0.56
Weighted average grant date fair value – total					$	144,131		–	$	41,571			–	$	98,764

A summary of the changes in the Company’s stock options during the three months ended January 31, 2021 are as follows:

Expiry Date	Exercise Price (CA$)		Weighted Average Life (Years)		Outstanding as at October 31, 2020		Granted		Exercised		Expired/ Cancelled			Outstanding as at January 31, 2021		Vested as at January 31, 2021
February 11, 2021		0.05		0.03		800,000		–		–		–			800,000		800,000
August 16, 2021		0.05		0.54		600,000		–		–		–			600,000		600,000
March 27, 2022		0.05		1.15		1,750,000		–		–		–			1,750,000		1,750,000
August 26, 2022		0.13		–		500,000		–		–		(500,000	)		–		–
December 30, 2022		0.13		1.91		–		6,150,000		–		–			6,150,000		5,500,000
April 19, 2023		0.05		2.21		800,000		–		–		–			800,000		800,000
August 12, 2023		0.05		2.53		3,120,000		–		–		–			3,120,000		3,120,000
December 3, 2023		0.05		2.84		7,000,000		–		–		–			7,000,000		7,000,000
May 22, 2024		0.12		3.31		7,950,000		–		–		–			7,950,000		7,950,000
November 3, 2024		0.15		3.76		700,000		–		–		–			700,000		700,000
November 24, 2024		0.16		3.82		900,000		–		–		–			900,000		900,000
March 26, 2025		0.11		4.15		300,000		–		–		–			300,000		300,000
April 23, 2025		0.12		4.23		4,000,000		–		–		(300,000	)		3,700,000		3,512,500
December 30, 2025		0.13		4.92		–		9,500,000		–		–			9,500,000		9,500,000
Total						28,420,000		15,650,000		–		(800,000	)		43,270,000		42,432,500
Weighted average exercise price						CA$0.09		CA$0.13		–		CA$0.13			CA$0.10		CA$0.10
Aggregate intrinsic value					$	801,922								$	743,918	$	801,892
Weighted average remaining life						3.18									3.23		3.24

The intrinsic value of options exercised during the three months ended January 31, 2022 was $nil (2021 – $nil) as no options were exercised during the period.

[e] Share-based payments and other reserves

The share-based payments and other reserves are used to recognize the fair value of stock options granted to directors, officers, employees and consultants as part of their remuneration, as well as those of broker warrants issued in relation to the Company’s financings. When stock options and broker warrants are subsequently exercised, the fair value of such stock options and broker warrants in additional paid-in capital is credited to share capital.

Common share purchase warrants attached to units as part of a unit placement were assigned a $nil value. The residual method is used to calculate the fair value of the warrant component of units issued, whereby the residual of the private placement proceeds less the fair value of the share component is assigned as the fair value of the warrants.

On November 1, 2021, the Company’s functional currency change resulted in the reclassification of its outstanding warrants and broker warrants denominated in the Canadian dollars as derivative liabilities. The previous value of outstanding broker warrants was reversed out of additional paid-in capital. On November 1, 2021, the Company’s functional currency change resulted in the reclassification of the June 2021 Convertible Debenture from a hybrid financial instrument to a convertible debt instrument with a beneficial conversion feature. The value of the embedded derivative liability was reclassified to additional paid-in capital.

[f] Obligations to issue shares

As at January 31, 2022, the Company received advance share subscriptions in the amount of $46,741 (October 31, 2021 – $209,827) in respect of warrants exercised subsequent to the period.

[g] Dilutive common shares

As at January 31, 2022, potentially dilutive common shares relating to common share purchase warrants and options outstanding totaling 105,616,670 (October 31, 2021 – 120,808,982) were not included in the computation of loss per share as the effect would be anti-dilutive.

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CAPITAL MANAGEMENT

3 Months Ended

Jan. 31, 2022

Capital Management

CAPITAL MANAGEMENT

14. CAPITAL MANAGEMENT

The Company classifies the components of shareholders’ equity as capital, which at January 31, 2022, was a deficiency of $7,422,277 (October 31, 2021 – $6,770,038). When managing capital, the Company’s objective is to ensure the entity continues as a going concern and advance stakeholders’ interests. Management adjusts the capital structure as necessary in order to support its business and technology development. The Company’s board of directors does not establish qualitative 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 focuses on plant operations and magnesium production and continues to move towards the buildout of its pilot plant facility and the development of a full-scale commercial magnesium production facility. The Company is considered to be in the development stage and is dependent upon external financing to fund its activities. In order to carry out its business development activities and pay for administrative costs, the Company will spend its existing working capital and raise additional amounts as needed. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is appropriate. There were no changes in the Company’s approach to capital management during the period. The Company is not subject to any externally imposed capital requirements.

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FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT

3 Months Ended

Jan. 31, 2022

Fair Value Disclosures [Abstract]

FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT

15. FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT

The Company’s classification of its financial instruments is as follows:

Financial Instruments	Measurement Method	Associated Risk	Fair Value at January 31, 2022 ($)
Cash	FVTPL	Credit and currency		772,522
Amounts receivable	Amortized cost	Credit and currency		235,821
Deposits held by related parties	Amortized cost	Credit and currency		565,741
Accounts payable and accrued liabilities	Amortized cost	Currency		2,552,509
Due to related parties	Amortized cost	Currency		1,092,786
Convertible debenture	Amortized cost and FVTPL	Currency		221,599
Derivative liability – warrants	FVTPL	Currency		8,288,387

[a] Fair value

The fair value of financial instruments is the amount of consideration that would be agreed upon in an arm’s length transaction between knowledgeable, willing parties who are under no compulsion to act. The fair value of current financial instruments except derivative liability approximates their carrying values as long as they are short-term in nature or bear interest at market rates.

[b] Fair value hierarchy

Financial instruments that are held at fair value are categorized based on a valuation hierarchy which is determined by the valuation methodology utilized. The fair value hierarchy under US GAAP is based on the following three levels of inputs, of which the first two are considered observable and the last unobservable:

Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 – Observable inputs other than Level 1, quoted prices for similar assets or liabilities in active prices whose inputs are observable or whose significant value drivers are observable; and

Level 3 – Assets and liabilities whose significant value drivers are unobservable by little or no market activity and that are significant to the fair value of the assets or liabilities.

Cash and cash equivalents are valued using a market approach based upon unadjusted quoted prices for identical assets in an active market obtained from securities exchanges. As at January 31, 2022, the fair value of cash and cash equivalents held by the Company was based on Level 1 of the fair value hierarchy. There were no transfers between Levels 1 and 2 during the period.

The Company evaluates its financial instruments and other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 815. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market at each balance sheet date and recorded as a liability and the change in fair value is recorded in the consolidated statements of loss and comprehensive loss. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity.

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Derivative instruments that become subject to reclassification are reclassified at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether or not settlement of the derivative instrument is expected within 12 months of the balance sheet date.

The Company uses the Black-Scholes Option Pricing Model to value derivative liabilities. This model uses Level 3 inputs in the fair value hierarchy established by ASC 820 Fair Value Measurement. The inputs used in determining the fair value of the embedded derivative are disclosed in note 12[d].

[c] Financial risk management

The Company’s board of directors has the overall responsibility for the establishment and oversight of the Company’s risk management framework. 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 limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and in response to the Company’s activities. Management regularly monitors compliance with the Company’s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Company.

In the normal course of operations, the Company is exposed to various risks such interest rate, foreign exchange, commodity, credit, and liquidity. To manage these risks, management determines what activities must be undertaken to minimize potential exposure to risks. The objectives of the Company in managing risks are as follows:

● Maintaining sound financial condition:

● Financing operations; and

● Ensuring liquidity to all operations.

In order to satisfy these objectives, the Company has adopted the following policies:

● Prepare budget documents at prevailing market rates to ensure clear corporate alignment to performance management and achievement of targets;

● Recognize and observe the extent of operating risk within the business; and

● Identify the magnitude of the impact of market risk factors on the overall risk of the business and take advantage of natural risk reductions that arise from these relationships.

[i] Interest rate risk

Interest rate risk is the risk that future cash flows of a financial instrument will fluctuate because of changes in the market interest rates. The Company is exposed to interest rate risk on its cash on deposits with banks and, from time to time, on its holdings of short-term investments. As of January 31, 2022, the Company had $772,522 (October 31, 2021 − $462,360) of cash on deposits with banks. The Company had no short-term investment as at January 31, 2022 and October 31, 2021. Given the level of cash and cash equivalents held by the Company, fluctuations in the market interest rates had no significant impact on its interest income for the three months ended January 31, 2022.

[ii] Foreign currency risk

The Company is exposed to foreign currency risk on fluctuations related to cash, amounts receivable, accounts payable, due to related parties and convertible debenture that are denominated in Canadian dollars. The Company has not entered into foreign exchange derivative contracts. A significant change in the currency exchange rates between the US dollar relative to the Canadian dollar could have a material effect on the Company’s financial position, results of operations, or cash flows.

Based on the Company net exposures as at January 31, 2022, assuming that all other variables remain constant, a 5% appreciation or deterioration of the Canadian dollar against the US dollar would result in an increase or decrease of $88,138 in the Company’s net income (loss) and comprehensive income (loss).

	January 31, 2022
	CA$
Cash		498,538
Amounts receivable		299,940
Accounts payable and accrued liabilities		(2,210,900	)
Due to related parties		(729,621	)
Convertible debenture		(100,000	)
Total		(2,242,043	)

[iii] Commodity price risk

The value of the Company’s magnesium production business and its exploration and evaluation assets are dependent on the price of magnesium and the outlook for this mineral. Market prices for these metals historically have fluctuated widely and are affected by numerous factors outside the Company’s control, including but not limited to, levels of worldwide production, short-term changes in supply and demand, industrial and retail demand, as well as certain other factors related specifically to magnesium. If magnesium prices decline for a prolonged period below the cost of production, it may not be economically feasible to continue towards production.

[iv] Credit risk

Credit risk is the risk of loss if counterparties do not fulfill their contractual obligations and arises principally from trade receivables. The Company’s credit risk is primarily attributable to cash, and deposits held by related parties. The Company limits its exposure to credit risk on cash as these financial instruments are held with major Canadian and international banks. Amounts receivable consist primarily of GST due from the Federal Government of Canada. Management believes the credit risk concentration with respect to amounts receivable is remote. The carrying amount of financial assets recorded in the financial statements, net of any allowances, represents the Company’s maximum exposure to credit risk.

[v] Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they come due. The Company’s exposure to liquidity risk is dependent on its purchasing commitments and obligations and its ability to raise funds to meet commitments and sustain operations. The Company manages liquidity risk by continuously monitoring its actual and forecasted working capital requirements to ensure there is capital to meet short-term and long-term obligations. As of January 31, 2022 and October 31, 2021, the Company had working capital deficiency of $10,900,774 and $9,657,316, respectively. As disclosed in note 1 of these Interim Financial Statements, the ability of the Company to continue as a going concern is dependent on many factors. The Company’s cash is primarily deposited in bank accounts and held as deposits by certain related parties. The Company anticipates that its cash on hand and deposits, together with expected funds raised from private placements and on exercises of common share purchase warrants and stock options, as well as debt financing, will provide sufficient financial resources to carry out its operations through the next twelve months. However, additional funding will be required. There can be no assurance that the Company will be able to raise the funds necessary to continue future operations. Liquidity risk has been assessed as high.

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SEGMENTED INFORMATION

3 Months Ended

Jan. 31, 2022

Segment Reporting [Abstract]

SEGMENTED INFORMATION

16. SEGMENTED INFORMATION

The Company focuses on plant operations and magnesium production and continues to move towards the buildout of its pilot plant facility and the development of a full-scale commercial magnesium production facility. The Company also owns mining claims for the exploration and development of mineral property interests. Geographic information for the Company’s assets is as follows:

	January 31, 2022		October 31, 2021
	$		$
Canada – property, plant and equipment		3,128,142		2,546,383
United States – property, plant and equipment		31,101		28,321
United States – mineral property costs		93,453		93,453
		3,252,696		2,668,157
Canada – other assets		838,067		1,554,827
United States – other assets		1,409,734		290,528
		2,247,801		1,845,355
Total Assets		5,500,498		4,513,512

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SUBSEQUENT EVENTS

3 Months Ended

Jan. 31, 2022

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

17. SUBSEQUENT EVENTS

On March 10, 2022, the Company issued 1,000,000 units on partial conversion of the June 2021 Convertible Debenture, for a total of 1,000,000 common shares, 500,000 Class A Warrants exercisable at a price of $0.13 until June 10, 2026, and 500,000 Class B Warrants exercisable at a price of $0.19 until June 10, 2026.

Subsequent to January 31, 2022, upon exercise of common share purchase warrants, the Company issued an aggregate 1,793,657 common shares at a price CA$0.19 per share for gross proceeds of CA$340,795, and 1,082,025 common shares at a price of CA$0.05 per share for gross proceeds of CA$54,101. A total of 1,305,200 warrants expired unexercised.

Subsequent to January 31, 2022, the Company announced the appointment of a new Chief Financial Officer of the Company and the grant of 500,000 incentive stock options pursuant to its 2021 Equity Incentive Plan exercisable at a price of CA$0.40 per share for a period of five years.

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PROPERTY, PLANT AND EQUIPMENT (Tables)

3 Months Ended

Jan. 31, 2022

Property, Plant and Equipment [Abstract]

SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT

	Computer Equipment			Furniture			Leasehold Improvement			Furnace & Plant Equipment			Vehicle			Total
	$			$			$			$			$			$
Cost
Balance, October 31, 2020		32,318			38,916			7,610			28,413			–			107,257
Additions		77,955			11,510			129,257			2,278,205			–			2,496,927
Write-off of equipment		(4,245	)		–			–			–			–			(4,245	)
Foreign exchange effect		3,601			3,116			2,614			38,108			–			47,439
Balance, October 31, 2021		109,629			53,542			139,481			2,344,726			–			2,647,378
Additions		–			2,171			21,932			634,067			29,215			687,385
Foreign exchange effect		–			(230	)		(3,611	)		(49,144	)		(136	)		(53,121	)
Balance, January 31, 2022		109,629			53,483			157,802			2,929,649			29,079			3,281,642
Accumulated Depreciation
Balance, October 31, 2020		14,677			8,326			4,818			–			–			27,821
Depreciation expense		13,907			7,443			8,827			13,971			–			44,148
Write-off of equipment		(2,057	)		–			–			–			–			(2,057	)
Foreign exchange effect		1,294			745			502			221			–			2,762
Balance, October 31, 2021		27,821			16,514			14,147			14,192			–			72,674
Depreciation expense		8,794			1,880			4,656			34,374			730			50,434
Foreign exchange effect		–			(35	)		(230	)		(442	)		(3	)		(710	)
Balance, January 31, 2022		36,615			18,359			18,573			48,124			727			122,398
Net Book Value
Balance, October 31, 2020		17,641			30,590			2,792			28,413			–			79,436
Balance, October 31, 2021		81,808			37,028			125,334			2,330,534			–			2,574,704
Balance, January 31, 2022		73,014			37,124			139,229			2,881,525			28,352			3,159,244

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RIGHT-OF-USE ASSETS (Tables)

3 Months Ended

Jan. 31, 2022

Right-of-use Assets

SCHEDULE OF RIGHT-OF-USE ASSETS

	Vancouver Office		Virginia Office		Nevada Office		Pilot Plant			Total
	$		$		$		$			$
Cost
Balance, October 31, 2020		59,701		–		22,856		357,949			440,506
Additions		91,237		287,847		–		–			379,084
Foreign exchange effect		5,943		4,544		1,724		26,997			39,208
Balance, October 31, 2021		156,881		292,391		24,580		384,946			858,798
Foreign exchange effect		–		–		–		(10,139	)		(10,139	)
Balance, January 31, 2022		156,881		292,391		24,580		374,807			848,659
Accumulated Depreciation
Balance, October 31, 2020		42,142		–		14,434		9,943			66,519
Depreciation expense		44,259		15,288		8,915		117,292			185,754
Foreign exchange effect		3,876		241		1,231		2,602			7,950
Balance, October 31, 2021		90,277		15,529		24,580		129,837			260,223
Depreciation expense		11,021		16,935		–		30,950			58,906
Foreign exchange effect		–		–		–		(3,563	)		(3,563	)
Balance, January 31, 2022		101,298		32,464		24,580		157,224			315,566
Net Book Value
Balance, October 31, 2020		17,559		–		8,422		348,006			373,987
Balance, October 31, 2021		66,604		276,862		–		255,109			598,575
Balance, January 31, 2022		55,583		259,927		–		217,583			533,093

XML

LEASE OBLIGATIONS (Tables)

3 Months Ended

Jan. 31, 2022

Lease Obligations

SCHEDULE OF OPERATING LEASE

	Vancouver Office			Virginia Office			Nevada Office			Pilot Plant			Total
	$			$			$			$			$
Balance, October 31, 2020		18,123			–			12,211			350,593			380,927
Additions		91,237			260,649			–			–			351,886
Lease payments		(47,931	)		(5,137	)		(9,457	)		(139,037	)		(201,562	)
Interest expenses		3,076			3,019			219			19,005			25,319
Prior period adjustment		–			–			(3,065	)		–			(3,065	)
Foreign exchange effect		2,099			4,081			92			24,548			30,820
Balance, October 31, 2021		66,604			262,612			–			255,109			584,325
Lease payments		(12,097	)		–			–			(34,538	)		(46,635	)
Interest expenses		1,076			4,575			–			3,589			9,240
Foreign exchange effect		–			–			–			(6,576	)		(6,576	)
Balance, January 31, 2022		55,583			267,187			–			217,584			540,354
Which consist of:
Current lease obligation		47,548			44,823			–			127,938			220,309
Non-current lease obligation		8,035			222,364			–			89,646			320,045
Balance, January 31, 2022		55,583			267,187			–			217,584			540,354

XML

RELATED PARTY TRANSACTIONS (Tables)

3 Months Ended

Jan. 31, 2022

Related Party Transactions [Abstract]

SCHEDULE OF DEPOSITS HELD BY RELATED PARTY

	Related Party A [i]			Related Party B [ii]			Total
	$			$			$
Balance, October 31, 2020		–			–			–
Advances		987,912			2,292,912			3,280,824
Costs and expenses		(696,431	)		(2,097,931	)		(2,794,362	)
Balance, October 31, 2021		291,481			194,981			486,462
Advances		300,000			522,335			822,335
Costs and expenses		(79,793	)		(675,390	)		(755,183	)
Foreign exchange effect		13,193			(1,066	)		12,127
Balance, January 31, 2022		524,881			40,860			565,741

[i] Related Party A is a company controlled by a director and officer.

[ii] Related Party B is a company controlled by an officer.

SCHEDULE OF DUE TO RELATED PARTIES

	January 31, 2022		October 31, 2021
	$		$
Wages payable to directors and officers		357,500		357,500
Benefits payable to directors and officers		581,854		539,209
Fees and expenses payable to directors and officers		151,261		127,878
Interests due to a shareholder		2,171		2,230
Total		1,092,786		1,026,817

XML

CONVERTIBLE DEBENTURE AND DERIVATIVE LIABILITY (Tables)

3 Months Ended

Jan. 31, 2022

Debt Disclosure [Abstract]

SCHEDULE OF OPTION PRICING MODEL

The inputs used in the Black-Scholes Option Pricing Model are as follows:

	January 31,			November 1,			October 31,			June 15,			July 27,
	2022			2021			2021			2021			2020
Risk free rate of interest		1.51	%		1.07	%		1.08	%		0.31	%		0.26	%
Expected life in years		0.45 years			0.70 years			1.11 years			1.50 year			0.74 year
Conversion exercise price		CA$0.12			CA$0.12		$	0.10		$	0.10			CA$0.15
Underlying share price of the Company		CA$0.44			CA$0.75		$	0.59		$	0.19			CA$0.13
Expected volatility		109.11	%		124.34	%		107.62	%		87.17	%		82.54	%
Expected dividend rate		Nil			Nil			Nil			Nil			Nil

SCHEDULE OF DERIVATIVE INSTRUMENTS

	July 2020 Convertible Debenture			June 2021 Convertible Debenture			July 2021 Convertible Debenture			Total
	$			$			$			$
Debt Host Liability
Balance, October 31, 2020		96,318			–			–			96,318
Value of debt host liability recognized		–			1			–			1
Accretion and interest expense		23,587			43			63			23,693
Conversion		(125,560	)		–			–			(125,560	)
Foreign currency translation		5,655			–			–			5,655
Balance, October 31, 2021		–			44			63			107
Effects of change in functional currency		–			1,500,000			–			1,500,000
Accretion and interest expense		–			529			9,244			9,773
Conversion		–			(300,000	)		–			(300,000	)
Foreign currency translation		–			–			(45	)		(45	)
Balance, January 31, 2022		–			1,200,573			9,262			1,209,835
Embedded Derivative Liability
Balance, October 31, 2020		20,123			–			–			20,123
Fair value of embedded derivative liability recognized		–			1,646,600			–			1,646,600
Fair value adjustment		(16,058	)		5,717,328			–			5,701,270
Conversion		(5,247	)		–			–			(5,247	)
Foreign currency translation		1,182			85,772			–			86,954
Balance, October 31, 2021		–			7,449,700			–			7,449,700
Effects of change in functional currency		–			(7,449,700	)		421,094			(7,028,606	)
Fair value adjustment		–			–			(205,450	)		(205,450	)
Foreign currency translation		–			–			(3,914	)		(3,914	)
Balance, January 31, 2022		–			–			211,730			211,730
Debt Discount
Balance, October 31, 2021		–			–			–			–
Effects of change in functional currency		–			(1,500,000	)		–			(1,500,000	)
Amortization		–			300,034			–			300,034
Balance, January 31, 2022		–			(1,199,966	)		–			(1,199,966	)
Combined Value of Convertible Debenture
Balance, October 31, 2020		116,441			–			–			116,441
Balance, October 31, 2021		–			7,449,744			63			7,449,807
Balance, January 31, 2022		–			607			220,992			221,599

XML

SHARE CAPITAL (Tables)

3 Months Ended

Jan. 31, 2022

Equity [Abstract]

SUMMARY OF CHANGES IN COMMON SHARE PURCHASE WARRANTS

A summary of the changes in the Company’s common share purchase warrants during the three months ended January 31, 2022 are as follows:

Expiry Date	Exercise Price ($)		Weighted Average Life (Years)		October 31, 2021		Granted		Exercised			Expired/ Cancelled			January 31, 2022
November 22, 2021		CA$0.19		–		4,160,021		–		(4,080,573	)		(79,448	)		–
January 17, 2022		CA$0.19		–		7,267,914		–		(5,959,396	)		(1,308,518	)		–
January 31, 2022		CA$0.19		–		5,382,303		–		(4,341,906	)		(1,040,397	)		–
February 21, 2022		CA$0.05		0.06		1,505,200		–		–			–			1,505,200
March 24, 2022		CA$0.19		0.14		6,341,872		–		(570,046	)		–			5,771,826
March 27, 2022		CA$0.05		0.15		982,025		–		–			–			982,025
April 27, 2022		CA$0.19		0.24		791,395		–		(50,000	)		–			741,395
May 9, 2022		CA$0.05		0.27		1,813,725		–		–			–			1,813,725
May 30, 2022		CA$0.19		0.33		5,223,420		–		(47,527	)		–			5,175,893
June 17, 2022		CA$0.19		0.38		17,703,506		–		(110,000	)		–			17,593,506
July 18, 2022		CA$0.30		0.46		4,350,000		–		(30,000	)		–			4,320,000
August 14, 2022		CA$0.05		0.53		200,000		–		(200,000	)		–			–
February 13, 2023		CA$0.65		1.04		3,827,601		–		–			–			3,827,601
Subtotal						59,548,982		–		(15,389,448	)		(2,428,363	)		41,731,171
Weighted average exercise price						CA$0.22		–		CA$0.19			CA$0.19			CA$0.23
November 27, 2022		US$0.75		0.82		–		1,375,499		–			–			1,375,499
June 10, 2026		US$0.13		4.36		–		1,500,000		–			–			1,500,000
June 10, 2026		US$0.19		4.36		–		1,500,000		–			–			1,500,000
Subtotal						–		4,375,499		–			–			4,375,499
Weighted average exercise price						–		US$0.35		–			–			US$0.35
Total						59,548,982		4,375,499		(15,389,448	)		(2,428,363	)		46,106,670

A summary of the changes in the Company’s common share purchase warrants during the three months ended January 31, 2021 are as follows:

Expiry Date

Exercise Price ($)

Weighted Average Life (Years)

October 31, 2020

Granted

Exercised

Expired/ Cancelled

January 31, 2021

August 31, 2021

*

CA$0.21

0.58

3,643,791

-

–

–

3,643,791

November 22, 2021

CA$0.19

0.80

–

5,599,171

–

–

5,599,171

January 17, 2022

CA$0.19

0.96

–

7,337,914

–

–

7,337,914

January 31, 2022

CA$0.19

0.99

–

5,382,303

–

–

5,382,303

February 21, 2022

CA$0.05

1.06

1,505,200

–

–

–

1,505,200

March 27, 2022

CA$0.05

1.15

1,482,025

–

–

–

1,482,025

May 9, 2022

CA$0.05

1.27

2,368,626

–

–

–

2,368,626

August 14, 2022

CA$0.05

1.53

1,110,000

–

–

–

1,110,000

Total

10,109,642

18,319,388

–

–

28,429,030

Weighted average exercise price

CA$0.11

CA$0.19

–

–

CA$0.16

* The Company received approval of the TSX-V on January 13, 2021 and amended the expiry date of 3,643,791 warrants, extending the expiry date from January 17, 2021 to August 31, 2021, subject to acceleration if the closing price of the Company’s shares exceeds CA$0.30 per common share for at least 10 consecutive trading days.

SCHEDULE OF ASSUMPTIONS USED

	2022			2021
Risk free rate of interest		1.34	%		0.20% – 1.07%
Expected life of options		5 years			2 to 5 years
Exercise price of options		CA$0.58			CA$0.13 – CA$0.70
Expected annualized volatility		136.08	%		130.88% – 140.05%
Expected dividend rate		Nil			Nil

SCHEDULE OF STOCK OPTIONS ACTIVITY

A summary of the changes in the Company’s stock options during the three months ended January 31, 2022 are as follows:

Expiry Date	Exercise Price (CA$)		Weighted Average Life (Years)		Outstanding as at October 31, 2021		Granted		Exercised		Expired/ Cancelled			Outstanding as at January 31, 2022		Vested as at January 31, 2022
March 27, 2022		0.05		0.15		1,500,000		–		–		(250,000	)		1,250,000		1,250,000
December 30, 2022		0.13		0.91		6,000,000		–		–		–			6,000,000		6,000,000
August 12, 2023		0.05		1.53		2,290,000		–		–		(750,000	)		1,540,000		1,540,000
December 3, 2023		0.05		1.84		6,450,000		–		–		(500,000	)		5,950,000		5,950,000
May 22, 2024		0.12		2.31		7,900,000		–		–		(500,000	)		7,400,000		7,400,000
November 3, 2024		0.15		2.76		700,000		–		–		–			700,000		700,000
November 24, 2024		0.16		2.82		320,000		–		–		–			320,000		320,000
March 26, 2025		0.11		3.15		100,000		–		–		–			100,000		100,000
April 23, 2025		0.12		3.23		3,350,000		–		–		–			3,350,000		3,350,000
December 30, 2025		0.13		3.92		9,500,000		–		–		–			9,500,000		9,500,000
August 30, 2026		0.70		4.58		21,700,000		–		–		–			21,700,000		21,475,000
October 1, 2026		0.50		4.67		1,450,000		–		–		–			1,450,000		1,450,000
December 3, 2026		0.58		4.84		–		250,000		–		–			250,000		250,000
Total						61,260,000		250,000		–		(2,000,000	)		59,510,000		59,285,000
Weighted average exercise price						CA$0.33		CA$0.58		–		CA$0.07			CA$0.34		CA$0.33
Aggregate intrinsic value					$	19,994,025								$	4,886,548	$	4,93,542
Weighted average remaining life						3.46									3.27		3.26

A summary of the changes in the Company’s stock options during the three months ended January 31, 2021 are as follows:

Expiry Date	Exercise Price (CA$)		Weighted Average Life (Years)		Outstanding as at October 31, 2020		Granted		Exercised		Expired/ Cancelled			Outstanding as at January 31, 2021		Vested as at January 31, 2021
February 11, 2021		0.05		0.03		800,000		–		–		–			800,000		800,000
August 16, 2021		0.05		0.54		600,000		–		–		–			600,000		600,000
March 27, 2022		0.05		1.15		1,750,000		–		–		–			1,750,000		1,750,000
August 26, 2022		0.13		–		500,000		–		–		(500,000	)		–		–
December 30, 2022		0.13		1.91		–		6,150,000		–		–			6,150,000		5,500,000
April 19, 2023		0.05		2.21		800,000		–		–		–			800,000		800,000
August 12, 2023		0.05		2.53		3,120,000		–		–		–			3,120,000		3,120,000
December 3, 2023		0.05		2.84		7,000,000		–		–		–			7,000,000		7,000,000
May 22, 2024		0.12		3.31		7,950,000		–		–		–			7,950,000		7,950,000
November 3, 2024		0.15		3.76		700,000		–		–		–			700,000		700,000
November 24, 2024		0.16		3.82		900,000		–		–		–			900,000		900,000
March 26, 2025		0.11		4.15		300,000		–		–		–			300,000		300,000
April 23, 2025		0.12		4.23		4,000,000		–		–		(300,000	)		3,700,000		3,512,500
December 30, 2025		0.13		4.92		–		9,500,000		–		–			9,500,000		9,500,000
Total						28,420,000		15,650,000		–		(800,000	)		43,270,000		42,432,500
Weighted average exercise price						CA$0.09		CA$0.13		–		CA$0.13			CA$0.10		CA$0.10
Aggregate intrinsic value					$	801,922								$	743,918	$	801,892
Weighted average remaining life						3.18									3.23		3.24

 

SCHEDULE OF NONVESTED STOCK OPTIONS

A summary of the changes in the Company’s nonvested stock options during the year ended January 31, 2022 are as follows:

Expiry Date	Fair Value Per Share (CA$)		Weighted Average Life (Years)		Nonvested as at October 31, 2021		Granted		Vested			Expired/ Cancelled		Nonvested as at January 31, 2022
December 30, 2022		0.07		1.16		162,500		–		(162,500	)		–		–
August 30, 2026		0.56		4.83		300,000		–		(75,000	)		–		225,000
Total						462,500		–		(237,500	)		–		225,000
Weighted average grant date fair value – per option						CA$0.39		–		CA$0.22			–		CA$0.56
Weighted average grant date fair value – total					$	144,131		–	$	41,571			–	$	98,764

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FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (Tables)

3 Months Ended

Jan. 31, 2022

Fair Value Disclosures [Abstract]

SCHEDULE OF CLASSIFICATION OF ITS FINANCIAL INSTRUMENTS

The Company’s classification of its financial instruments is as follows:

Financial Instruments	Measurement Method	Associated Risk	Fair Value at January 31, 2022 ($)
Cash	FVTPL	Credit and currency		772,522
Amounts receivable	Amortized cost	Credit and currency		235,821
Deposits held by related parties	Amortized cost	Credit and currency		565,741
Accounts payable and accrued liabilities	Amortized cost	Currency		2,552,509
Due to related parties	Amortized cost	Currency		1,092,786
Convertible debenture	Amortized cost and FVTPL	Currency		221,599
Derivative liability – warrants	FVTPL	Currency		8,288,387

SCHEDULE OF FOREIGN CURRENCY RISK

	January 31, 2022
	CA$
Cash		498,538
Amounts receivable		299,940
Accounts payable and accrued liabilities		(2,210,900	)
Due to related parties		(729,621	)
Convertible debenture		(100,000	)
Total		(2,242,043	)

XML

SEGMENTED INFORMATION (Tables)

3 Months Ended

Jan. 31, 2022

Segment Reporting [Abstract]

SCHEDULE OF ASSETS INFORMATION

	January 31, 2022		October 31, 2021
	$		$
Canada – property, plant and equipment		3,128,142		2,546,383
United States – property, plant and equipment		31,101		28,321
United States – mineral property costs		93,453		93,453
		3,252,696		2,668,157
Canada – other assets		838,067		1,554,827
United States – other assets		1,409,734		290,528
		2,247,801		1,845,355
Total Assets		5,500,498		4,513,512

XML

NATURE OF OPERATIONS AND GOING CONCERN (Details Narrative) - USD ($)	3 Months Ended
	Jan. 31, 2022	Jan. 31, 2021	Oct. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Retained Earnings (Accumulated Deficit)	$ 67,076,150		$ 52,129,621
Working capital deficit	10,900,774		$ 9,657,316
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest	$ 14,781,749	$ 2,210,772

XML

SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($)	3 Months Ended		12 Months Ended
	Jan. 31, 2022	Jan. 31, 2021	Oct. 31, 2021	Oct. 31, 2020
Property, Plant and Equipment [Line Items]
Cost, Beginning Balance	$ 2,647,378	$ 107,257	$ 107,257
Additions	687,385		2,496,927
Write-off of equipment			(4,245)
Foreign exchange effect	(53,121)		47,439
Cost, Ending Balance	3,281,642		2,647,378
Accumulated Depreciation, Beginning Balance	72,674	27,821	27,821
Depreciation expense	50,434	4,039	44,148
Write-off of equipment			(2,057)
Foreign exchange effect	(710)		2,762
Accumulated Depreciation, Ending Balance	122,398		72,674
Net Book Value	3,159,244		2,574,704	$ 79,436
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Cost, Beginning Balance	109,629	32,318	32,318
Additions			77,955
Write-off of equipment			(4,245)
Foreign exchange effect			3,601
Cost, Ending Balance	109,629		109,629
Accumulated Depreciation, Beginning Balance	27,821	14,677	14,677
Depreciation expense	8,794		13,907
Write-off of equipment			(2,057)
Foreign exchange effect			1,294
Accumulated Depreciation, Ending Balance	36,615		27,821
Net Book Value	73,014		81,808	17,641
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Cost, Beginning Balance	53,542	38,916	38,916
Additions	2,171		11,510
Write-off of equipment
Foreign exchange effect	(230)		3,116
Cost, Ending Balance	53,483		53,542
Accumulated Depreciation, Beginning Balance	16,514	8,326	8,326
Depreciation expense	1,880		7,443
Write-off of equipment
Foreign exchange effect	(35)		745
Accumulated Depreciation, Ending Balance	18,359		16,514
Net Book Value	37,124		37,028	30,590
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Cost, Beginning Balance	139,481	7,610	7,610
Additions	21,932		129,257
Write-off of equipment
Foreign exchange effect	(3,611)		2,614
Cost, Ending Balance	157,802		139,481
Accumulated Depreciation, Beginning Balance	14,147	4,818	4,818
Depreciation expense	4,656		8,827
Write-off of equipment
Foreign exchange effect	(230)		502
Accumulated Depreciation, Ending Balance	18,573		14,147
Net Book Value	139,229		125,334	2,792
Furnace and Plant Equipment [Member]
Property, Plant and Equipment [Line Items]
Cost, Beginning Balance	2,344,726	28,413	28,413
Additions	634,067		2,278,205
Write-off of equipment
Foreign exchange effect	(49,144)		38,108
Cost, Ending Balance	2,929,649		2,344,726
Accumulated Depreciation, Beginning Balance	14,192
Depreciation expense	34,374		13,971
Write-off of equipment
Foreign exchange effect	(442)		221
Accumulated Depreciation, Ending Balance	48,124		14,192
Net Book Value	2,881,525		2,330,534	28,413
Vehicles [Member]
Property, Plant and Equipment [Line Items]
Cost, Beginning Balance
Additions	29,215
Write-off of equipment
Foreign exchange effect	(136)
Cost, Ending Balance	29,079
Accumulated Depreciation, Beginning Balance
Depreciation expense	730
Write-off of equipment
Foreign exchange effect	(3)
Accumulated Depreciation, Ending Balance	727
Net Book Value	$ 28,352

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SCHEDULE OF RIGHT-OF-USE ASSETS (Details) - USD ($)	3 Months Ended		12 Months Ended
	Jan. 31, 2022	Jan. 31, 2021	Oct. 31, 2021	Oct. 31, 2020
Cost, beginning balance	$ 858,798	$ 440,506	$ 440,506
Additions			379,084
Foreign exchange effect	(10,139)		39,208
Cost, ending balance	848,659		858,798
Accumulated depreciation, beginning balance	260,223	66,519	66,519
Depreciation expense	58,906	47,287	185,754
Foreign exchange effect	(3,563)		7,950
Accumulated depreciation, ending balance	315,566		260,223
Net Book Value	533,093		598,575	$ 373,987
Vancouver Office [Member]
Cost, beginning balance	156,881	59,701	59,701
Additions			91,237
Foreign exchange effect			5,943
Cost, ending balance	156,881		156,881
Accumulated depreciation, beginning balance	90,277	42,142	42,142
Depreciation expense	11,021		44,259
Foreign exchange effect			3,876
Accumulated depreciation, ending balance	101,298		90,277
Net Book Value	55,583		66,604	17,559
Virginia Office [Member]
Cost, beginning balance	292,391
Additions			287,847
Foreign exchange effect			4,544
Cost, ending balance	292,391		292,391
Accumulated depreciation, beginning balance	15,529
Depreciation expense	16,935		15,288
Foreign exchange effect			241
Accumulated depreciation, ending balance	32,464		15,529
Net Book Value	259,927		276,862
Nevada Office [Member]
Cost, beginning balance	24,580	22,856	22,856
Additions
Foreign exchange effect			1,724
Cost, ending balance	24,580		24,580
Accumulated depreciation, beginning balance	24,580	14,434	14,434
Depreciation expense			8,915
Foreign exchange effect			1,231
Accumulated depreciation, ending balance	24,580		24,580
Net Book Value				8,422
Pilot Plant [Member]
Cost, beginning balance	384,946	357,949	357,949
Additions
Foreign exchange effect	(10,139)		26,997
Cost, ending balance	374,807		384,946
Accumulated depreciation, beginning balance	129,837	$ 9,943	9,943
Depreciation expense	30,950		117,292
Foreign exchange effect	(3,563)		2,602
Accumulated depreciation, ending balance	157,224		129,837
Net Book Value	$ 217,583		$ 255,109	$ 348,006

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SCHEDULE OF OPERATING LEASE (Details) - USD ($)	3 Months Ended	12 Months Ended
	Jan. 31, 2022	Oct. 31, 2021
Operating lease liability, beginning balance	$ 584,325	$ 380,927
Additions		351,886
Lease payments	(46,635)	(201,562)
Interest expenses	9,240	25,319
Prior period adjustment		(3,065)
Foreign exchange effect	(6,576)	30,820
Operating lease liability, ending balance	540,354	584,325
Current lease obligation	220,309	192,045
Non-current lease obligation	320,045	392,280
Vancouver Office [Member]
Operating lease liability, beginning balance	66,604	18,123
Additions		91,237
Lease payments	(12,097)	(47,931)
Interest expenses	1,076	3,076
Prior period adjustment
Foreign exchange effect		2,099
Operating lease liability, ending balance	55,583	66,604
Current lease obligation	47,548
Non-current lease obligation	8,035
Virginia Office [Member]
Operating lease liability, beginning balance	262,612
Additions		260,649
Lease payments		(5,137)
Interest expenses	4,575	3,019
Prior period adjustment
Foreign exchange effect		4,081
Operating lease liability, ending balance	267,187	262,612
Current lease obligation	44,823
Non-current lease obligation	222,364
Nevada Office [Member]
Operating lease liability, beginning balance		12,211
Additions
Lease payments		(9,457)
Interest expenses		219
Prior period adjustment		(3,065)
Foreign exchange effect		92
Operating lease liability, ending balance
Current lease obligation
Non-current lease obligation
Pilot Plant [Member]
Operating lease liability, beginning balance	255,109	350,593
Additions
Lease payments	(34,538)	(139,037)
Interest expenses	3,589	19,005
Prior period adjustment
Foreign exchange effect	(6,576)	24,548
Operating lease liability, ending balance	217,584	$ 255,109
Current lease obligation	127,938
Non-current lease obligation	$ 89,646

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LEASE OBLIGATIONS (Details Narrative) - USD ($)	Jan. 31, 2022	Oct. 31, 2021	Oct. 31, 2020	Nov. 02, 2019
Operating Lease, Liability	$ 540,354	$ 584,325	$ 380,927	$ 83,549
Lessee, Operating Lease, Discount Rate				7.00%
British Columbia [Member]
Operating Lease, Liability		$ 91,237	$ 354,263
Lessee, Operating Lease, Discount Rate		7.00%	6.00%
McLean,Virginia [Member]
Operating Lease, Liability		$ 260,649
Lessee, Operating Lease, Discount Rate		7.00%

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MINERAL PROPERTY COSTS (Details Narrative)	Jan. 31, 2022 USD ($) a ha	Oct. 31, 2021 USD ($)
Reserve Quantities [Line Items]
Mineral properties, net	$ 93,453	$ 93,453
Silverado Property [Member]
Reserve Quantities [Line Items]
Area of land | ha	120
Ownership percentage	100.00%
Mineral properties, net	$ 1
Tami Mosi Property [Member]
Reserve Quantities [Line Items]
Mineral properties, net	$ 93,452
Tami Mosi Property [Member] | White Pine County [Member]
Reserve Quantities [Line Items]
Area of land | a	1,637
Ownership percentage	100.00%
Tami Mosi Property [Member] | Moor Mining District [Member]
Reserve Quantities [Line Items]
Area of land | a	10
Ownership percentage	2.00%

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SCHEDULE OF DEPOSITS HELD BY RELATED PARTY (Details) - USD ($)		3 Months Ended	12 Months Ended
		Jan. 31, 2022	Oct. 31, 2021
Related Party Transaction [Line Items]
Balance, October 31, 2021		$ 486,462
Advances		822,335	3,280,824
Costs and expenses		(755,183)	(2,794,362)
Foreign exchange effect		12,127
Balance, January 31, 2022		565,741	486,462
Related Party A [Member]
Related Party Transaction [Line Items]
Balance, October 31, 2021	[1]	291,481
Advances	[1]	300,000	987,912
Costs and expenses	[1]	(79,793)	(696,431)
Foreign exchange effect	[1]	13,193
Balance, January 31, 2022	[1]	524,881	291,481
Related Party B [Member]
Related Party Transaction [Line Items]
Balance, October 31, 2021	[2]	194,981
Advances	[2]	522,335	2,292,912
Costs and expenses	[2]	(675,390)	(2,097,931)
Foreign exchange effect	[2]	(1,066)
Balance, January 31, 2022	[2]	$ 40,860	$ 194,981

[1] Related Party A is a company controlled by a director and officer.

[2] Related Party B is a company controlled by an officer.

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SCHEDULE OF DUE TO RELATED PARTIES (Details) - USD ($)	Jan. 31, 2022	Oct. 31, 2021
Related Party Transactions [Abstract]
Wages payable to directors and officers	$ 357,500	$ 357,500
Benefits payable to directors and officers	581,854	539,209
Fees and expenses payable to directors and officers	151,261	127,878
Interests due to a shareholder	2,171	2,230
Total	$ 1,092,786	$ 1,026,817

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RELATED PARTY TRANSACTIONS (Details Narrative)				1 Months Ended		3 Months Ended
	Nov. 03, 2021 USD ($) $ / shares shares	Sep. 12, 2018	Aug. 28, 2018 USD ($)	Jun. 30, 2021 USD ($)	Jun. 30, 2021 CAD ($)	Jan. 31, 2022 USD ($) shares	Jan. 31, 2022 CAD ($) shares	Jan. 31, 2021 USD ($)	Nov. 03, 2021 CAD ($)	Oct. 31, 2021 USD ($)
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items]
Due to related parties						$ 1,092,786				$ 1,026,817
Share-based payment arrangement, expense						2,900,000
Salaries management and consulting fees						747,589
Consulting fees						23,587	$ 30,000
Payments for rent				$ 7,700	$ 9,794
Number of common stock issued						$ 546,697		$ 1,256,934
Number of common stock issued, shares | shares
Fair value of share issue	$ 4,796,832								$ 5,956,226
Related Party Agreement [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items]
Number of common stock issued, shares | shares	9,163,425
Share price | $ / shares	$ 0.65
Director and Officer [Member] | Related Party Agreement [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items]
Equity method investment, ownership percentage		5.00%
Number of common stock issued			$ 5,000,000

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CONTINGENT LIABILITIES AND COMMITMENTS (Details Narrative) $ / shares in Units, shares in Millions						1 Months Ended			3 Months Ended		12 Months Ended
	Feb. 08, 2021 USD ($) shares	Feb. 08, 2021 CAD ($) shares	Dec. 31, 2020 USD ($)	Dec. 31, 2020 CAD ($)	Sep. 29, 2020 USD ($)	Sep. 30, 2021 USD ($)	Jun. 30, 2021 USD ($)	Jun. 30, 2021 CAD ($)	Jan. 31, 2022 USD ($) shares	Jan. 31, 2022 CAD ($) shares	Oct. 31, 2020 USD ($)	Oct. 31, 2020 CAD ($)	Nov. 03, 2021 $ / shares	Oct. 31, 2021 USD ($)	Apr. 19, 2021 USD ($)	Nov. 01, 2016 USD ($)	Nov. 01, 2016 CAD ($) $ / shares
Loss Contingencies [Line Items]
Loss contingency, damages sought, value	$ 3,900,000	$ 4,900,000	$ 3,400,000	$ 4,200,000
Debt instrument, face amount									$ 53,491					$ 53,491
Commitment of cash or arrangments amount																$ 1,800	$ 2,500
Number of shares issued price per share | $ / shares													$ 0.65				$ 0.05
Cash
Number of shares issued | shares
Sublease income							$ 7,909	$ 9,794			$ 16,727	$ 20,715
Payments for tenant allowance									$ 41,010
Lampert Agreement [Member]
Loss Contingencies [Line Items]
Debt instrument, face amount															$ 367,227
Percentage of interest rate owned															9.00%
Lease Agreement [Member]
Loss Contingencies [Line Items]
Sublease income						$ 9,113
Maximum [Member]
Loss Contingencies [Line Items]
Loss contingency, damages sought, value					$ 2,500,000
Purchase of warrants | shares	33	33
Issuance of share based minimum requirement									$ 1,800	$ 2,500

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PROMISSORY NOTE (Details Narrative)	3 Months Ended		12 Months Ended
	Jan. 31, 2022 USD ($)	Jan. 31, 2021 USD ($)	Oct. 31, 2021 USD ($)	Oct. 31, 2020 USD ($)	Oct. 31, 2020 CAD ($)	Oct. 31, 2019 USD ($)	Oct. 31, 2019 CAD ($)
Related party loan						$ 112,895	$ 150,000
Percentage of unsecured loan interest						18.00%	18.00%
Interest and debt expense			$ 1,639	$ 16,655
Repayments of debt		$ 27,202
Promissory Note [Member]
Repayments of debt			$ 65,761	101,066
Minimum [Member]
Additional increase in promissory note loan				44,588	$ 60,000
Maximum [Member]
Additional increase in promissory note loan				$ 157,483	$ 210,000

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PROVISION FOR FLOW THROUGH SHARE ISSUANCES (Details Narrative) - USD ($)	Jan. 31, 2022	Oct. 31, 2021
Provision For Flow Through Share Issuances
Provision for tax and related obligations	$ 227,140	$ 233,285

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SCHEDULE OF OPTION PRICING MODEL (Details)						1 Months Ended	3 Months Ended	12 Months Ended
	Jan. 31, 2022 $ / shares	Nov. 02, 2021 $ / shares	Oct. 31, 2021 $ / shares	Jun. 15, 2021 $ / shares	Jul. 27, 2020 $ / shares	Oct. 31, 2021 $ / shares	Jan. 31, 2022 $ / shares	Oct. 31, 2021 $ / shares
Debt Disclosure [Abstract]
Risk free rate of interest	1.51%	1.07%	1.08%	0.31%	0.26%		1.34%
Expected life in years	5 months 12 days	8 months 12 days		1 year 6 months	8 months 26 days	1 year 1 month 9 days	5 years
Conversion exercise price | (per share)	$ 0.12	$ 0.12	$ 0.10	$ 0.10	$ 0.15	$ 0.10	$ 0.12	$ 0.10
Underlying share price of the Company | (per share)	$ 0.44	$ 0.75	$ 0.59	$ 0.19	$ 0.13	$ 0.59	$ 0.44	$ 0.59
Expected volatility	109.11%	124.34%	107.62%	87.17%	82.54%		136.08%
Expected dividend rate

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SCHEDULE OF DERIVATIVE INSTRUMENTS (Details) - USD ($)	3 Months Ended		12 Months Ended
	Jan. 31, 2022	Jan. 31, 2021	Oct. 31, 2021
Short-term Debt [Line Items]
Balance, beginning	$ 7,449,807
Accretion and interest expense	322,280	$ 18,574
Foreign currency translation	164,780	(87,762)
Balance, ending	221,599		$ 7,449,807
Fair value adjustment	(11,559,791)	(14,534)
Amortization	300,034
Debt Host Liability [Member]
Short-term Debt [Line Items]
Balance, beginning	107	96,318	96,318
Value of debt host liability recognized			1
Accretion and interest expense	9,773		23,693
Conversion	(300,000)		(125,560)
Foreign currency translation	(45)		5,655
Effects of change in functional currency	1,500,000
Balance, ending	1,209,835		107
Debt Host Liability [Member] | July 2020 Convertible Debenture [Member]
Short-term Debt [Line Items]
Balance, beginning		96,318	96,318
Value of debt host liability recognized
Accretion and interest expense			23,587
Conversion			(125,560)
Foreign currency translation			5,655
Effects of change in functional currency
Balance, ending
Debt Host Liability [Member] | June 2021 Convertible Debenture [Member]
Short-term Debt [Line Items]
Balance, beginning	44
Value of debt host liability recognized			1
Accretion and interest expense	529		43
Conversion	(300,000)
Foreign currency translation
Effects of change in functional currency	1,500,000
Balance, ending	1,200,573		44
Debt Host Liability [Member] | July 2021 Convertible Debenture [Member]
Short-term Debt [Line Items]
Balance, beginning	63
Value of debt host liability recognized
Accretion and interest expense	9,244		63
Conversion
Foreign currency translation	(45)
Effects of change in functional currency
Balance, ending	9,262		63
Embedded Derivative Liability [Member]
Short-term Debt [Line Items]
Balance, beginning	7,449,700	20,123	20,123
Conversion			(5,247)
Foreign currency translation	(3,914)		86,954
Effects of change in functional currency	(7,028,606)
Balance, ending	211,730		7,449,700
Fair value of embedded derivative liability recognized			1,646,600
Fair value adjustment	(205,450)		5,701,270
Embedded Derivative Liability [Member] | July 2020 Convertible Debenture [Member]
Short-term Debt [Line Items]
Balance, beginning		20,123	20,123
Conversion			(5,247)
Foreign currency translation			1,182
Effects of change in functional currency
Balance, ending
Fair value of embedded derivative liability recognized
Fair value adjustment			(16,058)
Embedded Derivative Liability [Member] | June 2021 Convertible Debenture [Member]
Short-term Debt [Line Items]
Balance, beginning	7,449,700
Conversion
Foreign currency translation			85,772
Effects of change in functional currency	(7,449,700)
Balance, ending			7,449,700
Fair value of embedded derivative liability recognized			1,646,600
Fair value adjustment			5,717,328
Embedded Derivative Liability [Member] | July 2021 Convertible Debenture [Member]
Short-term Debt [Line Items]
Balance, beginning
Conversion
Foreign currency translation	(3,914)
Effects of change in functional currency	421,094
Balance, ending	211,730
Fair value of embedded derivative liability recognized
Fair value adjustment	(205,450)
Debt Discount [Member]
Short-term Debt [Line Items]
Effects of change in functional currency	(1,500,000)
Balance, beginning
Amortization	300,034
Balance, ending	(1,199,966)
Debt Discount [Member] | July 2020 Convertible Debenture [Member]
Short-term Debt [Line Items]
Effects of change in functional currency
Balance, beginning
Amortization
Balance, ending
Debt Discount [Member] | June 2021 Convertible Debenture [Member]
Short-term Debt [Line Items]
Effects of change in functional currency	(1,500,000)
Balance, beginning
Amortization	300,034
Balance, ending	(1,199,966)
Debt Discount [Member] | July 2021 Convertible Debenture [Member]
Short-term Debt [Line Items]
Effects of change in functional currency
Balance, beginning
Amortization
Balance, ending
Combined Value of Convertible Debenture [Member]
Short-term Debt [Line Items]
Balance, beginning	7,449,807	116,441	116,441
Balance, ending	221,599		7,449,807
Combined Value of Convertible Debenture [Member] | July 2020 Convertible Debenture [Member]
Short-term Debt [Line Items]
Balance, beginning		116,441	116,441
Balance, ending
Combined Value of Convertible Debenture [Member] | June 2021 Convertible Debenture [Member]
Short-term Debt [Line Items]
Balance, beginning	7,449,744
Balance, ending	607		7,449,744
Combined Value of Convertible Debenture [Member] | July 2021 Convertible Debenture [Member]
Short-term Debt [Line Items]
Balance, beginning	63
Balance, ending	$ 220,992		$ 63

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CONVERTIBLE DEBENTURE AND DERIVATIVE LIABILITY (Details Narrative)							1 Months Ended	3 Months Ended
	Jan. 31, 2022 USD ($) $ / shares shares	Jan. 31, 2022 CAD ($)	Jun. 15, 2021 $ / shares shares	May 18, 2021 USD ($) shares	Jan. 31, 2021 USD ($)	Jan. 31, 2021 CAD ($)	Jul. 31, 2021	Jan. 31, 2022 USD ($) $ / shares shares	Jan. 31, 2022 CAD ($) shares	Jan. 31, 2021 USD ($) shares	Jan. 31, 2022 CAD ($) $ / shares shares	Nov. 03, 2021 $ / shares shares	Nov. 02, 2021 USD ($)	Nov. 02, 2021 $ / shares	Oct. 31, 2021 USD ($) $ / shares shares	Jul. 15, 2021 USD ($)	Jul. 15, 2021 CAD ($) $ / shares	Jun. 15, 2021 CAD ($)	Jul. 31, 2020	Jul. 27, 2020 USD ($)	Jul. 27, 2020 CAD ($) $ / shares	Oct. 31, 2019	Nov. 01, 2016 $ / shares
Short-term Debt [Line Items]
Debt, principal amount	$ 53,491							$ 53,491							$ 53,491
Debt instrument, interest rate percentage																						18.00%
Debt host liability share, face value | $ / shares												$ 0.65											$ 0.05
Common stock, shares issued | shares	421,871,770							421,871,770			421,871,770	9,163,425			392,943,398
Common stock, value issued	$ 36,637,228							$ 36,637,228							$ 29,842,167
Debt instrument, conversion price | (per share)			$ 0.10								$ 0.12			$ 0.12	$ 0.10						$ 0.15
Contractual interest	109,808				$ 70,521
Debt conversion, description								(i) one share of the Company’ common stock, (ii) one-half of one Class A common stock purchase warrant, with each whole warrant being exercisable at a price of $0.13 until June 10, 2026, and (iii) one-half of one Class B common stock purchase warrant, with each whole warrant being exercisable at a price of $0.19 until June 10, 2026 (collectively, the “Class A and B Warrants”). In addition, the conversion price for accrued interest is the greater of (i) $0.10 and (ii) the minimum conversion price permitted by the TSX-V at the time of conversion	(i) one share of the Company’ common stock, (ii) one-half of one Class A common stock purchase warrant, with each whole warrant being exercisable at a price of $0.13 until June 10, 2026, and (iii) one-half of one Class B common stock purchase warrant, with each whole warrant being exercisable at a price of $0.19 until June 10, 2026 (collectively, the “Class A and B Warrants”). In addition, the conversion price for accrued interest is the greater of (i) $0.10 and (ii) the minimum conversion price permitted by the TSX-V at the time of conversion
Number of shares issued | shares
Derivative, loss on derivative								$ 11,765,241
Convertible debt combined value	221,599							221,599							$ 7,449,807
Amortization of debt discount premium								300,034
Warrants [Member]
Short-term Debt [Line Items]
Derivative Liability	8,246,718							8,246,718					$ 26,956,177
[custom:ExerciseOfCommonSharePurchaseWarrants]								3,481,052
Broker Warrants [Member]
Short-term Debt [Line Items]
Derivative Liability	41,670							$ 41,670					$ 76,811
Common Stock [Member]
Short-term Debt [Line Items]
Number of shares issued | shares								1,375,499	1,375,499	18,319,388
July 2020 Convertible Debenture [Member]
Short-term Debt [Line Items]
Debt, principal amount																				$ 112,124	$ 150,000
Debt instrument, interest rate percentage																			37.00%	12.00%	12.00%
Debt host liability share, face value | $ / shares																					$ 0.15
Common stock, shares issued | shares				1,360,959
Conversion of stock, shares issued | shares				263,973
Common stock, value issued				$ 26,286
Number of shares issued | shares				1,360,959
Debt instrument, fair value	87,083							$ 87,083
Embedded derivative liability								25,041
July 2021 Convertible Debenture [Member]
Short-term Debt [Line Items]
Debt, principal amount																$ 79,542	$ 100,000
Debt instrument, interest rate percentage																12.00%	12.00%
Debt instrument, conversion price | $ / shares																	$ 0.12
Warrants exerciable price | $ / shares																	$ 0.20
Contractual interest	7,375	$ 9,337			$ 5,802	$ 7,299
Debt instrument interest rate description							effective interest rate of 608.98%
Convertible debenture face value								79,542	$ 100,000
Fair value of embedded derivate liability	421,095							421,095
Beneficial conversion feature additional paid-in capital and loss								341,553	$ 429,400
July 2021 Convertible Debenture [Member] | Convertible Debenture [Member]
Short-term Debt [Line Items]
Debt instrument, fair value	9,262							9,262			$ 11,780
Convertible debt combined value	220,992							220,992			281,080
Fair value of embedded derivate liability	$ 211,730							$ 211,730			269,300
June 2021 Convertible Debenture [Member]
Short-term Debt [Line Items]
Debt, principal amount																		$ 1,500,000
Debt instrument, interest rate percentage																		12.00%
Debt host liability share, face value | $ / shares	$ 1							$ 1
Debt instrument interest rate description					effective interest rate of 1,348%	effective interest rate of 1,348%
Debt instrument maturity date			Dec. 10, 2022
Conversion of convertiable debenture | shares			15,000,000
Number of shares issued | shares								3,000,000	3,000,000
Debt instrument, fair value	$ 1,500,000							$ 1,500,000
Embedded derivative liability								1,646,600
Derivative, loss on derivative								146,601
Convertible debt combined value															$ 7,449,744
Amortization of debt discount premium								300,034
Debt discount carry value								$ 1,199,966
Fair value of embedded derivate liability											$ 529,400
June 2021 Convertible Debenture [Member] | Common Class A [Member]
Short-term Debt [Line Items]
Warrants exerciable price | $ / shares	$ 0.13							$ 0.13
Number of warrants exercisable | shares	1,500,000							1,500,000			1,500,000
June 2021 Convertible Debenture [Member] | Common Class B [Member]
Short-term Debt [Line Items]
Warrants exerciable price | $ / shares	$ 0.19							$ 0.19
Number of warrants exercisable | shares	1,500,000							1,500,000			1,500,000
June 2021 Convertible Debenture [Member] | Common Stock [Member]
Short-term Debt [Line Items]
Number of shares issued | shares								3,000,000	3,000,000

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SUMMARY OF CHANGES IN COMMON SHARE PURCHASE WARRANTS (Details)		3 Months Ended			12 Months Ended
		Jan. 31, 2022 $ / shares shares	Jan. 31, 2022 $ / shares $ / shares shares	Jan. 31, 2021 $ / shares shares	Oct. 31, 2021 $ / shares shares	Oct. 31, 2021 $ / shares shares
Purchase Warrant One [Member]
Class of Warrant or Right [Line Items]
Beinning balance		59,548,982	59,548,982
Granted
Exercised		(15,389,448)	(15,389,448)
Expired/Cancelled		(2,428,363)	(2,428,363)
Ending balance		41,731,171	41,731,171		59,548,982	59,548,982
Weighted average exercise price, beginning | $ / shares			$ 0.22
Weighted average exercise price, granted | $ / shares
Weighted average exercise price, exercised | $ / shares			0.19
Weighted average exercise price, expired/cancelled | $ / shares			0.19
Weighted average exercise price, ending | $ / shares			$ 0.23			$ 0.22
Purchase Warrant Two [Member]
Class of Warrant or Right [Line Items]
Beinning balance
Granted		4,375,499	4,375,499
Exercised
Expired/Cancelled
Ending balance		4,375,499	4,375,499
Weighted average exercise price, beginning | $ / shares
Weighted average exercise price, granted | $ / shares		0.35
Weighted average exercise price, exercised | $ / shares
Weighted average exercise price, ending | $ / shares		$ 0.35
Purchase Warrant [Member]
Class of Warrant or Right [Line Items]
Beinning balance		59,548,982	59,548,982	10,109,642	10,109,642	10,109,642
Granted		4,375,499	4,375,499	18,319,388
Exercised		(15,389,448)	(15,389,448)
Expired/Cancelled		(2,428,363)	(2,428,363)
Ending balance		46,106,670	46,106,670	28,429,030	59,548,982	59,548,982
Weighted average exercise price, beginning | $ / shares				$ 0.11		$ 0.11
Weighted average exercise price, granted | $ / shares						$ 0.19
Weighted average exercise price, exercised | $ / shares
Weighted average exercise price, expired/cancelled | (per share)
Weighted average exercise price, ending | $ / shares				$ 0.16
November 22, 2021 [Member]
Class of Warrant or Right [Line Items]
Expiry Date		Nov. 22, 2021	Nov. 22, 2021	Nov. 22, 2021
Beinning balance		4,160,021	4,160,021
Granted				5,599,171
Exercised		(4,080,573)	(4,080,573)
Expired/Cancelled		(79,448)	(79,448)
Ending balance				5,599,171	4,160,021	4,160,021
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares				$ 0.19
Weighted average life (years)				9 months 18 days
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares			$ 0.19	$ 0.19
January 17, 2022 [Member]
Class of Warrant or Right [Line Items]
Expiry Date		Jan. 17, 2022	Jan. 17, 2022	Jan. 17, 2022
Beinning balance		7,267,914	7,267,914
Granted				7,337,914
Exercised		(5,959,396)	(5,959,396)
Expired/Cancelled		(1,308,518)	(1,308,518)
Ending balance				7,337,914	7,267,914	7,267,914
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares				$ 0.19
Weighted average life (years)				11 months 15 days
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares			$ 0.19	$ 0.19
January 31, 2022 [Member]
Class of Warrant or Right [Line Items]
Expiry Date		Jan. 31, 2022	Jan. 31, 2022	Jan. 31, 2022
Beinning balance		5,382,303	5,382,303
Granted				5,382,303
Exercised		(4,341,906)	(4,341,906)
Expired/Cancelled		(1,040,397)	(1,040,397)
Ending balance				5,382,303	5,382,303	5,382,303
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares				$ 0.19
Weighted average life (years)				11 months 26 days
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares			$ 0.19	$ 0.19
February 21, 2022 [Member]
Class of Warrant or Right [Line Items]
Expiry Date		Feb. 21, 2022	Feb. 21, 2022	Feb. 21, 2022
Beinning balance		1,505,200	1,505,200	1,505,200	1,505,200	1,505,200
Granted
Exercised
Expired/Cancelled
Ending balance		1,505,200	1,505,200	1,505,200	1,505,200	1,505,200
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares				$ 0.05
Weighted average life (years)		21 days	21 days	1 year 21 days
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares			$ 0.05	$ 0.05
March 24, 2022 [Member]
Class of Warrant or Right [Line Items]
Expiry Date		Mar. 24, 2022	Mar. 24, 2022
Beinning balance		6,341,872	6,341,872
Granted
Exercised		(570,046)	(570,046)
Expired/Cancelled
Ending balance		5,771,826	5,771,826		6,341,872	6,341,872
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares
Weighted average life (years)		1 month 20 days	1 month 20 days
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares			$ 0.19
March 27, 2022 [Member]
Class of Warrant or Right [Line Items]
Expiry Date		Mar. 27, 2022	Mar. 27, 2022	Mar. 27, 2022
Beinning balance		982,025	982,025	1,482,025	1,482,025	1,482,025
Granted
Exercised
Expired/Cancelled
Ending balance		982,025	982,025	1,482,025	982,025	982,025
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares				$ 0.05
Weighted average life (years)		1 month 24 days	1 month 24 days	1 year 1 month 24 days
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares			$ 0.05	$ 0.05
April 27, 2022 [Member]
Class of Warrant or Right [Line Items]
Expiry Date		Apr. 27, 2022	Apr. 27, 2022
Beinning balance		791,395	791,395
Granted
Exercised		(50,000)	(50,000)
Expired/Cancelled
Ending balance		741,395	741,395		791,395	791,395
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares
Weighted average life (years)		2 months 26 days	2 months 26 days
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares			$ 0.19
May 9, 2022 [Member]
Class of Warrant or Right [Line Items]
Expiry Date		May 09, 2022	May 09, 2022	May 09, 2022
Beinning balance		1,813,725	1,813,725	2,368,626	2,368,626	2,368,626
Granted
Exercised
Expired/Cancelled
Ending balance		1,813,725	1,813,725	2,368,626	1,813,725	1,813,725
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares				$ 0.05
Weighted average life (years)		3 months 7 days	3 months 7 days	1 year 3 months 7 days
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares			$ 0.05	$ 0.05
May 30, 2022 [Member]
Class of Warrant or Right [Line Items]
Expiry Date		May 30, 2022	May 30, 2022
Beinning balance		5,223,420	5,223,420
Granted
Exercised		(47,527)	(47,527)
Expired/Cancelled
Ending balance		5,175,893	5,175,893		5,223,420	5,223,420
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares
Weighted average life (years)		3 months 29 days	3 months 29 days
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares			$ 0.19
June 17, 2022 [Member]
Class of Warrant or Right [Line Items]
Expiry Date		Jun. 17, 2022	Jun. 17, 2022
Beinning balance		17,703,506	17,703,506
Granted
Exercised		(110,000)	(110,000)
Expired/Cancelled
Ending balance		17,593,506	17,593,506		17,703,506	17,703,506
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares
Weighted average life (years)		4 months 17 days	4 months 17 days
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares			$ 0.19
July 18, 2022 [Member]
Class of Warrant or Right [Line Items]
Expiry Date		Jul. 18, 2022	Jul. 18, 2022
Beinning balance		4,350,000	4,350,000
Granted
Exercised		(30,000)	(30,000)
Expired/Cancelled
Ending balance		4,320,000	4,320,000		4,350,000	4,350,000
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares
Weighted average life (years)		5 months 15 days	5 months 15 days
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares			$ 0.30
August 14, 2022 [Member]
Class of Warrant or Right [Line Items]
Expiry Date		Aug. 14, 2022	Aug. 14, 2022	Aug. 14, 2022
Beinning balance		200,000	200,000	1,110,000	1,110,000	1,110,000
Granted
Exercised		(200,000)	(200,000)
Expired/Cancelled
Ending balance				1,110,000	200,000	200,000
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares				$ 0.05
Weighted average life (years)		6 months 10 days	6 months 10 days	1 year 6 months 10 days
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares			$ 0.05	$ 0.05
February 13, 2023 [Member]
Class of Warrant or Right [Line Items]
Expiry Date		Feb. 13, 2023	Feb. 13, 2023
Beinning balance		3,827,601	3,827,601
Granted
Exercised
Expired/Cancelled
Ending balance		3,827,601	3,827,601		3,827,601	3,827,601
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares
Weighted average life (years)		1 year 14 days	1 year 14 days
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares			$ 0.65
November 27, 2022 [Member]
Class of Warrant or Right [Line Items]
Expiry Date		Nov. 27, 2022	Nov. 27, 2022
Beinning balance
Granted		1,375,499	1,375,499
Exercised
Expired/Cancelled
Ending balance		1,375,499	1,375,499
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares		$ 0.75	$ 0.75
Weighted average life (years)		9 months 25 days	9 months 25 days
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares		$ 0.75
June 10, 2026 [Member]
Class of Warrant or Right [Line Items]
Expiry Date		Jun. 10, 2026	Jun. 10, 2026
Beinning balance
Granted		1,500,000	1,500,000
Exercised
Expired/Cancelled
Ending balance		1,500,000	1,500,000
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares		$ 0.13	$ 0.13
Weighted average life (years)		4 years 4 months 9 days	4 years 4 months 9 days
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares		$ 0.13
June 10, 2026 One [Member]
Class of Warrant or Right [Line Items]
Expiry Date		Jun. 10, 2026	Jun. 10, 2026
Beinning balance
Granted		1,500,000	1,500,000
Exercised
Expired/Cancelled
Ending balance		1,500,000	1,500,000
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares		$ 0.19	$ 0.19
Weighted average life (years)		4 years 4 months 9 days	4 years 4 months 9 days
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares		$ 0.19
August 31, 2021 [Member]
Class of Warrant or Right [Line Items]
Expiry Date				Aug. 31, 2021
Beinning balance				3,643,791	3,643,791	3,643,791
Granted
Exercised
Expired/Cancelled
Ending balance				3,643,791
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares	[1]			$ 0.21
Weighted average life (years)				6 months 29 days
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares	[1]			$ 0.21

[1] The Company received approval of the TSX-V on January 13, 2021 and amended the expiry date of 3,643,791 warrants, extending the expiry date from January 17, 2021 to August 31, 2021, subject to acceleration if the closing price of the Company’s shares exceeds CA$0.30 per common share for at least 10 consecutive trading days.

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SUMMARY OF CHANGES IN COMMON SHARE PURCHASE WARRANTS (Details) (Parenthetical)	Jan. 13, 2021 Days $ / shares shares	Jan. 31, 2022 $ / shares	Oct. 31, 2021 $ / shares
Equity [Abstract]
Class of Warrant or Right, Outstanding | shares	3,643,791
Maturity date, description	extending the expiry date from January 17, 2021 to August 31, 2021
Common Stock, Par or Stated Value Per Share | (per share)	$ 0.30	$ 0.001	$ 0.001
Number of minimum consecutive trading days | Days	10

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SCHEDULE OF ASSUMPTIONS USED (Details) - $ / shares						1 Months Ended	3 Months Ended	12 Months Ended
	Jan. 31, 2022	Nov. 02, 2021	Oct. 31, 2021	Jun. 15, 2021	Jul. 27, 2020	Oct. 31, 2021	Jan. 31, 2022	Oct. 31, 2021
Risk free rate of interest	1.51%	1.07%	1.08%	0.31%	0.26%		1.34%
Risk free rate of interest, minimum								0.20%
Risk free rate of interest, maximum								1.07%
Expected life of options	5 months 12 days	8 months 12 days		1 year 6 months	8 months 26 days	1 year 1 month 9 days	5 years
Exercise price of options	$ 0.58						$ 0.58
Expected annualized volatility	109.11%	124.34%	107.62%	87.17%	82.54%		136.08%
Expected annualized volatility, minimum								130.88%
Expected annualized volatility, maximum								140.05%
Expected dividend rate
Minimum [Member]
Expected life of options								2 years
Exercise price of options			$ 0.13			$ 0.13		$ 0.13
Maximum [Member]
Expected life of options								5 years
Exercise price of options			$ 0.70			$ 0.70		$ 0.70

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SCHEDULE OF STOCK OPTIONS ACTIVITY (Details)	3 Months Ended				12 Months Ended
	Jan. 31, 2022 USD ($) shares	Jan. 31, 2022 $ / shares	Jan. 31, 2021 USD ($) shares	Jan. 31, 2021 $ / shares	Oct. 31, 2021 USD ($) shares	Oct. 31, 2021 $ / shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total outstanding, beginning balance	61,260,000		28,420,000		28,420,000
Total granted	250,000		15,650,000
Total exercised
Total exprired, cancelled	(2,000,000)		(800,000)
Total outstanding, ending balance	59,510,000		43,270,000		61,260,000
Total vested	59,285,000		42,432,500
Weighted average remaining life, outstanding	3 years 3 months 7 days		3 years 2 months 23 days
Weighted average exercise price, beginning balance | $ / shares		$ 0.33		$ 0.09		$ 0.09
Weighted average exercise price, granted | $ / shares		0.58		0.13
Weighted average exercise price, exercised | $ / shares
Weighted average exercise price, expired/cancelled | $ / shares		0.07		0.13
Weighted average exercise price, ending balance | $ / shares		0.34		0.10		0.33
Weighted average exercise price, vested | $ / shares		0.33		0.10
Aggregate intrinsic value, outstanding | $	$ 19,994,025		$ 801,922		$ 801,922
Aggregate intrinsic value, outstanding | $	4,886,548		743,918		$ 19,994,025
Aggregate intrinsic value, vested | $	$ 493,542		$ 801,892
Weighted average remaining life, outstanding	3 years 5 months 15 days		3 years 2 months 4 days
Weighted average remaining life, vested	3 years 3 months 3 days		3 years 2 months 26 days
Weighted average exercise price, ending balance | $ / shares		0.34		0.10		$ 0.33
Option One [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date	Mar. 27, 2022		Feb. 11, 2021
Share Price | $ / shares		0.05		0.05
Total outstanding, beginning balance	1,500,000		800,000		800,000
Total granted
Total exercised
Total exprired, cancelled	(250,000)
Total outstanding, ending balance	1,250,000		800,000		1,500,000
Total vested	1,250,000		800,000
Weighted average remaining life, outstanding	1 month 24 days		10 days
Option Two [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date	Dec. 30, 2022		Aug. 16, 2021
Share Price | $ / shares		0.13		0.05
Total outstanding, beginning balance	6,000,000		600,000		600,000
Total granted
Total exercised
Total exprired, cancelled
Total outstanding, ending balance	6,000,000		600,000		6,000,000
Total vested	6,000,000		600,000
Weighted average remaining life, outstanding	10 months 28 days		6 months 14 days
Option Three [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date	Aug. 12, 2023		Mar. 27, 2022
Share Price | $ / shares		0.05		0.05
Total outstanding, beginning balance	2,290,000		1,750,000		1,750,000
Total granted
Total exercised
Total exprired, cancelled	(750,000)
Total outstanding, ending balance	1,540,000		1,750,000		2,290,000
Total vested	1,540,000		1,750,000
Weighted average remaining life, outstanding	1 year 6 months 10 days		1 year 1 month 24 days
Option Four [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date	Dec. 03, 2023		Aug. 26, 2022
Share Price | $ / shares		0.05		0.13
Total outstanding, beginning balance	6,450,000		500,000		500,000
Total granted
Total exercised
Total exprired, cancelled	(500,000)		(500,000)
Total outstanding, ending balance	5,950,000				6,450,000
Total vested	5,950,000
Weighted average remaining life, outstanding	1 year 10 months 2 days
Option Five [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date	May 22, 2024		Dec. 30, 2022
Share Price | $ / shares		0.12		0.13
Total outstanding, beginning balance	7,900,000
Total granted			6,150,000
Total exercised
Total exprired, cancelled	(500,000)
Total outstanding, ending balance	7,400,000		6,150,000		7,900,000
Total vested	7,400,000		5,500,000
Weighted average remaining life, outstanding	2 years 3 months 21 days		1 year 10 months 28 days
Option Six [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date	Nov. 03, 2024		Apr. 19, 2023
Share Price | $ / shares		0.15		0.05
Total outstanding, beginning balance	700,000		800,000		800,000
Total granted
Total exercised
Total exprired, cancelled
Total outstanding, ending balance	700,000		800,000		700,000
Total vested	700,000		800,000
Weighted average remaining life, outstanding	2 years 9 months 3 days		2 years 2 months 15 days
Option Seven [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date	Nov. 24, 2024		Aug. 12, 2023
Share Price | $ / shares		0.16		0.05
Total outstanding, beginning balance	320,000		3,120,000		3,120,000
Total granted
Total exercised
Total exprired, cancelled
Total outstanding, ending balance	320,000		3,120,000		320,000
Total vested	320,000		3,120,000
Weighted average remaining life, outstanding	2 years 9 months 25 days		2 years 6 months 10 days
Option Eight [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date	Mar. 26, 2025		Dec. 03, 2023
Share Price | $ / shares		0.11		0.05
Total outstanding, beginning balance	100,000		7,000,000		7,000,000
Total granted
Total exercised
Total exprired, cancelled
Total outstanding, ending balance	100,000		7,000,000		100,000
Total vested	100,000		7,000,000
Weighted average remaining life, outstanding	3 years 1 month 24 days		2 years 10 months 2 days
Option Nine [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date	Apr. 23, 2025		May 22, 2024
Share Price | $ / shares		0.12		0.12
Total outstanding, beginning balance	3,350,000		7,950,000		7,950,000
Total granted
Total exercised
Total exprired, cancelled
Total outstanding, ending balance	3,350,000		7,950,000		3,350,000
Total vested	3,350,000		7,950,000
Weighted average remaining life, outstanding	3 years 2 months 23 days		3 years 3 months 21 days
Option Ten [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date	Dec. 30, 2025		Nov. 03, 2024
Share Price | $ / shares		0.13		0.15
Total outstanding, beginning balance	9,500,000		700,000		700,000
Total granted
Total exercised
Total exprired, cancelled
Total outstanding, ending balance	9,500,000		700,000		9,500,000
Total vested	9,500,000		700,000
Weighted average remaining life, outstanding	3 years 11 months 1 day		3 years 9 months 3 days
Option Eleven [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date	Aug. 30, 2026		Nov. 24, 2024
Share Price | $ / shares		0.70		0.16
Total outstanding, beginning balance	21,700,000		900,000		900,000
Total granted
Total exercised
Total exprired, cancelled
Total outstanding, ending balance	21,700,000		900,000		21,700,000
Total vested	21,475,000		900,000
Weighted average remaining life, outstanding	4 years 6 months 29 days		3 years 9 months 25 days
Option Twelve [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date	Oct. 01, 2026		Mar. 26, 2025
Share Price | $ / shares		0.50		0.11
Total outstanding, beginning balance	1,450,000		300,000		300,000
Total granted
Total exercised
Total exprired, cancelled
Total outstanding, ending balance	1,450,000		300,000		1,450,000
Total vested	1,450,000		300,000
Weighted average remaining life, outstanding	4 years 8 months 1 day		4 years 1 month 24 days
Option Thirteen [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date	Dec. 03, 2026		Apr. 23, 2025
Share Price | $ / shares		$ 0.58		0.12
Total outstanding, beginning balance			4,000,000		4,000,000
Total granted	250,000
Total exercised
Total exprired, cancelled			(300,000)
Total outstanding, ending balance	250,000		3,700,000
Total vested	250,000		3,512,500
Weighted average remaining life, outstanding	4 years 10 months 2 days		4 years 2 months 23 days
Option Fourteen [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date			Dec. 30, 2025
Share Price | $ / shares				$ 0.13
Total outstanding, beginning balance
Total granted			9,500,000
Total exercised
Total exprired, cancelled
Total outstanding, ending balance			9,500,000
Total vested			9,500,000
Weighted average remaining life, outstanding			4 years 11 months 1 day

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SCHEDULE OF NONVESTED STOCK OPTIONS (Details)	3 Months Ended		12 Months Ended
	Jan. 31, 2022 USD ($) $ / shares shares	Jan. 31, 2022 $ / shares	Oct. 31, 2021 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average grant date fair value per option, granted | $ / shares
Total nonvested, beginning balance	462,500
Total nonvested, granted
Total nonvested, vested	(237,500)
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested Options Forfeited, Number of Shares
Total nonvested, ending balance	225,000		462,500
Total nonvested, expired, cancelled
Weighted average grant date fair value per option, beginning balance | $ / shares		0.39
Weighted average grant date fair value per option, vested | $ / shares		0.22
Weighted average grant date fair value per option, expired, cancelled | $ / shares
Weighted average grant date fair value per option, ending balance | $ / shares		0.56	$ 0.39
Weighted average grant date fair value total, beginning balance | $	$ 144,131
Weighted average grant date fair value total, granted | $
Weighted average grant date fair value total, vested | $	$ 41,571
Weighted average grant date fair value total, expired, cancelled | $ / shares
Weighted average grant date fair value total, ending balance | $	$ 98,764
Option One [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share Based Compensation Arrangement By Share Based Payment Award Non vested Expiration Date	Dec. 30, 2022
Weighted average grant date fair value per option, granted | $ / shares		0.07
Total nonvested, beginning balance	162,500
Total nonvested, granted
Total nonvested, vested	(162,500)
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested Options Forfeited, Number of Shares
Total nonvested, ending balance			162,500
Weighted average life (years)	1 year 1 month 28 days
Total nonvested, expired, cancelled
Option Two [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share Based Compensation Arrangement By Share Based Payment Award Non vested Expiration Date	Aug. 30, 2026
Weighted average grant date fair value per option, granted | $ / shares		$ 0.56
Total nonvested, beginning balance	300,000
Total nonvested, granted
Total nonvested, vested	(75,000)
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested Options Forfeited, Number of Shares
Total nonvested, ending balance	225,000		300,000
Weighted average life (years)	4 years 9 months 29 days
Total nonvested, expired, cancelled

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SHARE CAPITAL (Details Narrative)																															2 Months Ended	3 Months Ended			12 Months Ended
	Jan. 20, 2022 USD ($) $ / shares shares	Dec. 13, 2021 $ / shares shares	Dec. 03, 2021 $ / shares shares	Nov. 26, 2021 USD ($) $ / shares shares	Nov. 04, 2021 $ / shares shares	Oct. 01, 2021 $ / shares shares	Aug. 30, 2021 $ / shares shares	Aug. 11, 2021 USD ($) $ / shares shares	Aug. 11, 2021 CAD ($) shares	Jul. 16, 2021 USD ($) shares	Jul. 16, 2021 CAD ($) $ / shares shares	Jun. 17, 2021 USD ($) shares	Jun. 17, 2021 CAD ($) $ / shares shares	Jun. 07, 2021 USD ($) shares	May 28, 2021 USD ($) shares	May 28, 2021 CAD ($) $ / shares shares	May 18, 2021 USD ($) shares	May 05, 2021 USD ($)	Apr. 27, 2021 USD ($) shares	Apr. 27, 2021 CAD ($) shares	Mar. 24, 2021 USD ($) shares	Mar. 24, 2021 CAD ($) $ / shares shares	Jan. 29, 2021 USD ($) shares	Jan. 29, 2021 CAD ($) $ / shares shares	Jan. 15, 2021 USD ($) shares	Jan. 15, 2021 CAD ($) shares	Dec. 30, 2020 $ / shares shares	Nov. 20, 2020 USD ($) shares	Nov. 20, 2020 CAD ($) $ / shares shares	Aug. 08, 2018	Jan. 31, 2022 CAD ($)	Jan. 31, 2022 USD ($) $ / shares shares	Jan. 31, 2022 CAD ($) $ / shares shares	Jan. 31, 2021 USD ($) shares	Oct. 31, 2021 USD ($) $ / shares shares	Oct. 31, 2021 CAD ($) $ / shares shares	Jan. 31, 2022 $ / shares	Nov. 03, 2021 USD ($) shares	Nov. 03, 2021 CAD ($) $ / shares shares	Oct. 31, 2021 $ / shares	Aug. 11, 2021 $ / shares	Jun. 11, 2021 shares	Jun. 07, 2021 CAD ($) $ / shares	May 05, 2021 $ / shares	Apr. 24, 2021 $ / shares	Feb. 08, 2021 shares	Jan. 15, 2021 $ / shares	Jan. 13, 2021 $ / shares	Jul. 27, 2020 $ / shares	Aug. 29, 2018 USD ($)	Nov. 01, 2016 $ / shares
Subsidiary, Sale of Stock [Line Items]
Common voting shares																																1,000,000,000			1,000,000,000
Common stock par value | (per share)																																$ 0.001			$ 0.001													$ 0.30
Number of shares issued
Common shares price per share | $ / shares																																							$ 0.65												$ 0.05
Common stock shares subscriptions | $																																$ 46,741			$ 209,827
Fair value of assets																																						$ 4,796,832	$ 5,956,226
Common stock shares issued																																421,871,770			392,943,398			9,163,425	9,163,425
Number of stock options granted																																250,000	250,000	15,650,000
Common Stock, Value, Issued | $																																$ 36,637,228			$ 29,842,167
Proceeds from Issuance of Common Stock | $																																$ 2,804,182		$ 1,256,934
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant																																7,642,368
Share-based Payment Arrangement, Noncash Expense | $																																$ 131,575		1,048,990
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares
Intrinsic value of options exercised | $
Antidilutive securities excluded from computation of earnings per share amount																																105,616,670	105,616,670		120,808,982	120,808,982
2017 Stock Option Plan [Member]
Subsidiary, Sale of Stock [Line Items]
Number of stock options granted																											15,650,000
Options exercisable price | $ / shares																											$ 0.13
Stock option granted terms																														Stock options granted are subject to a maximum term of 5 years. All options granted shall vest immediately, except for those options granted to persons performing investor relations activities for the Company
2017 Stock Option Plan [Member] | Exercisable at Five Years [Member]
Subsidiary, Sale of Stock [Line Items]
Number of stock options exercisable																											9,500,000
2017 Stock Option Plan [Member] | Exercisable at Two Years [Member]
Subsidiary, Sale of Stock [Line Items]
Number of stock options exercisable																											6,150,000
2021 Equity Incentive Plan [Member]
Subsidiary, Sale of Stock [Line Items]
Number of stock options granted			250,000			1,450,000	21,700,000
Options exercisable price | $ / shares			$ 0.58			$ 0.50	$ 0.70
Number of shares authorized to issued																																3,730,000										27,312,368
Number of stock options forfeited																																			1,730,000	1,730,000
Options exercisable period			5 years			5 years	5 years
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant																																31,042,368
Class A Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Exercise of warrants price per share | $ / shares	$ 0.13	$ 0.13			$ 0.13
Shares purchase of warrants		500,000			500,000
Class B Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Shares issuance costs | $	$ 1,361
Exercise of warrants price per share | $ / shares	$ 0.19	$ 0.19			$ 0.19
Shares purchase of warrants	500,000	500,000			500,000
Equity Option [Member]
Subsidiary, Sale of Stock [Line Items]
Number of stock options granted																																			2,630,000	2,630,000
Proceeds from stock options erercised																																			$ 140,734	$ 175,800
Proceeds from Other Equity | $																																			$ 121,932
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares																																	$ 0.50			$ 0.09
Warrant [Member]
Subsidiary, Sale of Stock [Line Items]
Common stock shares issued																																			7,014,969
Proceeds from stock warrants erercised																																			$ 887,520	$ 1,120,130
Common stock warrants expired unexercised																																			525,173
Proceeds from Other Equity | $																																			$ 4,291
Warrants unexercised																																2,428,363
Common Stock [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issued																																1,375,499	1,375,499	18,319,388
Stock Issued During Period, Shares, Conversion of Convertible Securities	1,000,000	1,000,000			1,000,000																											3,000,000	3,000,000
Proceeds from Issuance of Common Stock																															$ 2,899,295	$ 2,293,946
Warrants unexercised																																15,389,448
Common Stock One [Member]
Subsidiary, Sale of Stock [Line Items]
Common shares price per share | $ / shares																																					$ 0.19
Shares purchase of warrants																																15,159,448
Proceeds from Issuance of Common Stock																																$ 2,279,136	$ 2,880,295
Common Stock Two [Member]
Subsidiary, Sale of Stock [Line Items]
Common shares price per share | $ / shares																																					0.05
Shares purchase of warrants																																200,000
Proceeds from Issuance of Common Stock																																$ 7,830	10,000
Common Stock Three [Member]
Subsidiary, Sale of Stock [Line Items]
Common shares price per share | $ / shares																																					$ 0.30
Shares purchase of warrants																																30,000
Proceeds from Issuance of Common Stock																																$ 6,981	$ 9,000
Equipment [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issued														1,538,461
Common shares price per share | $ / shares																																											$ 0.24
Fair value of assets														$ 305,832																													$ 369,231
July 2020 Convertible Debenture [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issued																	1,360,959
Common shares price per share | $ / shares																																																	$ 0.15
Convertiable common shares																	263,973
Conversion of stock value | $																	$ 26,286
Common stock shares issued																	1,360,959
Common Stock, Value, Issued | $																	$ 26,286
June 2021 Convertible Debentures [Member]
Subsidiary, Sale of Stock [Line Items]
Stock Issued During Period, Shares, Conversion of Units	1,000,000	1,000,000			1,000,000
Maximum [Member]
Subsidiary, Sale of Stock [Line Items]
Shares purchase of warrants																																														33,000,000
Maximum [Member] | 2017 Stock Option Plan [Member]
Subsidiary, Sale of Stock [Line Items]
Percentage of authorized grant stock options																														20.00%
Maximum [Member] | Director and Officers [Member]
Subsidiary, Sale of Stock [Line Items]
Common Stock, Value, Issued | $																																																		$ 5,000,000
Maximum [Member] | Equity Option [Member]
Subsidiary, Sale of Stock [Line Items]
Options exercisable price | $ / shares																																								$ 0.16
Maximum [Member] | Warrant [Member]
Subsidiary, Sale of Stock [Line Items]
Exercise of warrants price per share | $ / shares																																								0.21
Minimum [Member] | Equity Option [Member]
Subsidiary, Sale of Stock [Line Items]
Options exercisable price | $ / shares																																								0.05
Minimum [Member] | Warrant [Member]
Subsidiary, Sale of Stock [Line Items]
Exercise of warrants price per share | $ / shares																																								0.05
Non Brokered Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issued								3,827,601	3,827,601	4,350,000	4,350,000																								25,724,955	25,724,955
Common shares price per share | (per share)								$ 0.44			$ 0.20																													0.13	$ 0.55			$ 0.13
Proceeds from issuance of private placement								$ 1,683,336	$ 2,105,180	$ 690,860	$ 870,000																								$ 2,621,314	$ 3,344,244
Issuance of shares, description								Each unit consists of one common share and one common share purchase warrant entitling the holder thereof to acquire a further common share at a price of CA$0.65 (US$0.52) for a period of eighteen months from the date of closing	Each unit consists of one common share and one common share purchase warrant entitling the holder thereof to acquire a further common share at a price of CA$0.65 (US$0.52) for a period of eighteen months from the date of closing	Each unit consists of one common share and one common share purchase warrant entitling the holder thereof to acquire a further common share at a price of CA$0.30 for a period of one year from the date of closing	Each unit consists of one common share and one common share purchase warrant entitling the holder thereof to acquire a further common share at a price of CA$0.30 for a period of one year from the date of closing																								Each unit issued consists of one common share and one common share purchase warrant entitling the holder to acquire a further common share at a price of CA$0.19 for a period of one year from the closing date of the respective financing tranche	Each unit issued consists of one common share and one common share purchase warrant entitling the holder to acquire a further common share at a price of CA$0.19 for a period of one year from the closing date of the respective financing tranche
Shares issuance costs | $								$ 124,923		$ 48,319																									$ 195,614
Non Brokered Private Placement [Member] | Maximum [Member]
Subsidiary, Sale of Stock [Line Items]
Proceeds from issuance of private placement | $																		$ 3,000,000
Non Brokered Private Placement [Member] | Share-based Payment Arrangement, Tranche One [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issued															5,223,420	5,223,420												5,599,171	5,599,171
Common shares price per share | $ / shares																$ 0.13													$ 0.13
Proceeds from issuance of private placement															$ 561,844	$ 679,044												$ 556,876	$ 727,892
Non Brokered Private Placement [Member] | Share-based Payment Arrangement, Tranche Two [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issued																									7,337,914	7,337,914
Common shares price per share | $ / shares																																															$ 0.13
Proceeds from issuance of private placement																									$ 749,435	$ 953,930
Common stock shares subscriptions | $																									$ 39,996
Non Brokered Private Placement [Member] | Share-based Payment Arrangement, Tranche Three [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issued																							5,382,303	5,382,303
Common shares price per share | $ / shares																								$ 0.13
Proceeds from issuance of private placement																							$ 547,496	$ 699,699
Non Brokered Private Placement [Member] | Share Based Compensation Award Tranche Four [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issued																					6,554,172	6,554,172
Common shares price per share | $ / shares																						$ 0.13
Proceeds from issuance of private placement																					$ 678,270	$ 852,042
Non Brokered Private Placement [Member] | Share Based Compensation Award Tranche Five and Final [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issued																			851,395	851,395
Common shares price per share | $ / shares																																													$ 0.13
Proceeds from issuance of private placement																			$ 89,237	$ 110,681
Non Brokered Private Placement [Member] | Share Based Compensation Award Tranche Two and Final [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issued												17,853,506	17,853,506
Common shares price per share | $ / shares													$ 0.13
Proceeds from issuance of private placement												$ 1,880,687	$ 2,320,956
Non Brokered Private Placement One [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issued																																			23,076,926	23,076,926
Common shares price per share | $ / shares																																								$ 0.13
Proceeds from issuance of private placement																																			$ 2,442,531	$ 3,000,000
Issuance of shares, description																																			Each unit issued consists of one common share and one common share purchase warrant entitling the holder thereof to acquire a further common share at a price of CA$0.19 for a period of one year from the date of closing of the respective financing tranche	Each unit issued consists of one common share and one common share purchase warrant entitling the holder thereof to acquire a further common share at a price of CA$0.19 for a period of one year from the date of closing of the respective financing tranche
Shares issuance costs | $																																			$ 154,336
Private Placement [Member] | Common Stock [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issued				1,375,499
Common shares price per share | $ / shares				$ 0.55
Proceeds from issuance of private placement | $				$ 756,524
Shares issuance costs | $				$ 26,656
Share Price | $ / shares				$ 0.75

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CAPITAL MANAGEMENT (Details Narrative) - USD ($)	Jan. 31, 2022	Oct. 31, 2021	Jan. 31, 2021	Oct. 31, 2020
Capital Management
Stockholders equity	$ 7,422,277	$ 6,770,038	$ 1,984,751	$ 2,079,903

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SCHEDULE OF CLASSIFICATION OF ITS FINANCIAL INSTRUMENTS (Details)	Jan. 31, 2022 USD ($)
Fair Value Disclosures [Abstract]
Cash	$ 772,522
Amounts receivable	235,821
Deposits held by related parties	565,741
Accounts payable and accrued liabilities	2,552,509
Due to related parties	1,092,786
Convertible debenture	221,599
Derivative liability warrants	$ 8,288,387

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SCHEDULE OF FOREIGN CURRENCY RISK (Details)	Jan. 31, 2022 CAD ($)
Total	$ (2,242,043)
Cash [Member]
Total	498,538
Amounts receivable [Member]
Total	299,940
Accounts Payable and Accrued Liabilities [Member]
Total	(2,210,900)
Due To Related Parties [Member]
Total	(729,621)
Convertible Debenture [Member]
Total	$ (100,000)

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FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (Details Narrative) - USD ($)	3 Months Ended
	Jan. 31, 2022	Oct. 31, 2021
Fair Value Disclosures [Abstract]
Cash	$ 772,522	$ 462,360
Short term investments	0	0
Foreign currency risk rate
Increase decrease in foreign currency transaction amount	88,138
Working capital deficit	$ 10,900,774	$ 9,657,316

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SCHEDULE OF ASSETS INFORMATION (Details) - USD ($)	Jan. 31, 2022	Oct. 31, 2021	Oct. 31, 2020
Revenues from External Customers and Long-Lived Assets [Line Items]
Property, plant and equipment	$ 3,159,244	$ 2,574,704	$ 79,436
Property, plant, equipment and mineral properties	93,453	93,453
Assets	3,252,696	2,668,157
Other assets	2,247,801	1,845,355
Total Assets	5,500,498	4,513,512
CANADA
Revenues from External Customers and Long-Lived Assets [Line Items]
Property, plant and equipment	3,128,142	2,546,383
Other assets	838,067	1,554,827
UNITED STATES
Revenues from External Customers and Long-Lived Assets [Line Items]
Property, plant and equipment	31,101	28,321
Property, plant, equipment and mineral properties	93,453	93,453
Other assets	$ 1,409,734	$ 290,528

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SUBSEQUENT EVENTS (Details Narrative)								1 Months Ended	2 Months Ended	3 Months Ended
	Mar. 10, 2022 $ / shares shares	Jan. 20, 2022 $ / shares shares	Dec. 13, 2021 $ / shares shares	Dec. 03, 2021 $ / shares shares	Nov. 04, 2021 $ / shares shares	Oct. 01, 2021 $ / shares shares	Aug. 30, 2021 $ / shares shares	Mar. 15, 2022 CAD ($) $ / shares shares	Jan. 31, 2022 CAD ($)	Jan. 31, 2022 USD ($) shares	Jan. 31, 2021 USD ($) shares	Nov. 03, 2021 $ / shares	Nov. 01, 2016 $ / shares
Subsequent Event [Line Items]
Shares issued pursuant to private placements, shares
Number of shares issued price per share | $ / shares												$ 0.65	$ 0.05
Proceeds from issuance of common stock | $										$ 2,804,182	$ 1,256,934
Incentive stock options granted										250,000	15,650,000
2021 Equity Incentive Plan [Member]
Subsequent Event [Line Items]
Incentive stock options granted				250,000		1,450,000	21,700,000
Options exercisable price | $ / shares				$ 0.58		$ 0.50	$ 0.70
Options exercisable term				5 years		5 years	5 years
Class A Warrants [Member]
Subsequent Event [Line Items]
Purchase of warrants			500,000		500,000
Warrants exerciable price | $ / shares		$ 0.13	$ 0.13		$ 0.13
Class B Warrants [Member]
Subsequent Event [Line Items]
Purchase of warrants		500,000	500,000		500,000
Warrants exerciable price | $ / shares		$ 0.19	$ 0.19		$ 0.19
Common Stock [Member]
Subsequent Event [Line Items]
Stock issued during period, conversion shares		1,000,000	1,000,000		1,000,000					3,000,000
Shares issued pursuant to private placements, shares										1,375,499	18,319,388
Proceeds from issuance of common stock									$ 2,899,295	$ 2,293,946
June 2021 Convertible Debentures [Member]
Subsequent Event [Line Items]
Stock issued during period, conversion units		1,000,000	1,000,000		1,000,000
Subsequent Event [Member] | 2021 Equity Incentive Plan [Member]
Subsequent Event [Line Items]
Incentive stock options granted								500,000
Options exercisable price | $ / shares								$ 0.40
Options exercisable term								5 years
Subsequent Event [Member] | Class A Warrants [Member]
Subsequent Event [Line Items]
Purchase of warrants	500,000
Warrants exerciable price | $ / shares	$ 0.13
Subsequent Event [Member] | Class B Warrants [Member]
Subsequent Event [Line Items]
Purchase of warrants	500,000
Warrants exerciable price | $ / shares	$ 0.19
Subsequent Event [Member] | Common Stock [Member]
Subsequent Event [Line Items]
Stock issued during period, conversion shares	1,000,000
Subsequent Event [Member] | Common Stock Purchase Warrant [Member]
Subsequent Event [Line Items]
Shares issued pursuant to private placements, shares								1,793,657
Number of shares issued price per share | $ / shares								$ 0.19
Proceeds from issuance of common stock | $								$ 340,795
Common stock warrants expired unexercised								1,305,200
Subsequent Event [Member] | Common Stock Purchase Warrant One [Member]
Subsequent Event [Line Items]
Shares issued pursuant to private placements, shares								1,082,025
Number of shares issued price per share | $ / shares								$ 0.05
Proceeds from issuance of common stock | $								$ 54,101
Subsequent Event [Member] | June 2021 Convertible Debentures [Member]
Subsequent Event [Line Items]
Stock issued during period, conversion units	1,000,000