Q4: Annual Financial Statement - 31 March 2024

PATRIOT BATTERY METALS INC.

Consolidated Financial Statements

As at and for the years ended March 31, 2024 and 2023

(Expressed in Canadian dollars)

Management's Responsibility for Financial Reporting

The accompanying consolidated financial statements of Patriot Battery Metals Inc. (the "Company" or "Patriot") were prepared by management in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IASB"). Management is responsible for ensuring that these consolidated financial statements, which include amounts based upon estimates and judgments, are consistent with other information and operating data contained in the annual financial review and reflect the Company's business transactions and financial position.

Management is also responsible for the information disclosed in the Company's management's discussion and analysis including responsibility for the existence of appropriate information systems, procedures, and controls to ensure that the information used internally by management and disclosed externally is complete and reliable in all material respects. In addition, management is responsible for establishing and maintaining an adequate system of internal control over financial reporting. The internal control system includes a code of conduct and ethics, which is communicated to all levels in the organization and requires all employees to maintain high standards in their conduct of the Company's affairs. Such systems are designed to provide reasonable assurance that the financial information is relevant, reliable, and accurate and that the Company's assets are appropriately accounted for and adequately safeguarded.

The Board of Directors is responsible for reviewing and approving the consolidated financial statements and for ensuring that management fulfills its financial reporting responsibilities. The Board of Directors meets with management as well as with the independent auditors to discuss the internal controls over the financial reporting process, the consolidated financial statements and the auditor's report. An Audit and Risks Committee of the Board of Directors (the "Audit Committee") assists the Board of Directors in fulfilling this responsibility. The Audit Committee, composed of Directors who are neither management nor employees of the Company, meets with management to review the internal controls over the financial reporting process, the consolidated financial statements and the auditor's report. The Audit Committee also reviews the Company's management's discussion and analysis to ensure that the financial information reported therein is consistent with the information presented in the consolidated financial statements. The Audit Committee reports its findings to the Board of Directors for its consideration in approving the consolidated financial statements for issuance to the shareholders. Management recognizes its responsibility for conducting the Company's affairs in compliance with established financial standards, and applicable laws and regulations, and for maintaining proper standards of conduct for its activities.

The consolidated financial statements have been audited.

"Ken Brinsden"	"Natacha Garoute"
President, Chief Executive Officer and Managing Director	Chief Financial Officer

Independent auditor's report

To the Shareholders of Patriot Battery Metals Inc.

Our opinion

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of Patriot Battery Metals Inc. and its subsidiaries (together, the Company) as at March 31, 2024 and its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS Accounting Standards).

What we have audited

The Company's consolidated financial statements comprise:

• the consolidated statement of financial position as at March 31, 2024;
• the consolidated statement of income (loss) and comprehensive income (loss) for the year then ended;
• the consolidated statement of changes in equity for the year then ended;
• the consolidated statement of cash flows for the year then ended; and
• the notes to the consolidated financial statements, comprising material accounting policy information and other explanatory information.

Basis for opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the consolidated financial statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada. We have fulfilled our other ethical responsibilities in accordance with these requirements.

PricewaterhouseCoopers LLP

1250 René-Lévesque Boulevard West, Suite 2500, Montréal, Quebec, Canada H3B 4Y1 T.: [phone], F.: [phone], Fax to mail: [e-mail]

"PwC" refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended March 31, 2024. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matter

Assessment of impairment indicators of exploration and evaluation assets and property and equipment

Refer to note 3 - Material accounting policies, note 5 - Critical accounting judgments, estimates and assumptions, note 7 - Exploration and evaluation assets and note 8 - Property and equipment to the consolidated financial statements.

The net book value of exploration and evaluation assets and property and equipment amounted to $164,254,000 as at March 31, 2024. Non-financial assets are reviewed for an indication of impairment at each consolidated statement of financial position date or when a triggering event is identified.

Assessment of impairment of non-financial assets requires the use of management judgments when assessing whether there are any indicators that could give rise to the requirement to conduct a formal impairment test. Indicators which could trigger an impairment review include, but are not limited to, an expiry of the right to explore in the specific area during the period or will expire in the near future, and is not expected to be renewed; substantive exploration and evaluation expenditures in a specific area is neither budgeted nor planned and exploration for and evaluation of mineral resources in a specific area have not led to the discovery of commercially viable quantities of mineral resources and management has decided to discontinue such activities in the specific area.

How our audit addressed the key audit matter

Our approach to addressing the matter included the following procedures, among others:

• Evaluated the reasonableness of management's assessment of impairment indicators related to exploration and evaluation assets and property and equipment, which included the following:

1. Obtained for all claims, by reference to government registries, evidence to support
   (i) the right to explore the area and (ii) the claims' expiration dates.

1. Read Board minutes and obtained the approved budget to (i) evidence continued and planned substantive exploration and evaluation expenditures, (ii) consider which claims are not expected to be renewed and (iii) assess whether exploration for and evaluation of mineral resources in a specific area have not led to the discovery of commercially viable quantities of mineral resources and whether management has decided to discontinue such activities in the specific area.

Key audit matter	How our audit addressed the key audit matter

No indicators were identified for the year ended

March 31, 2024.

We considered this a key audit matter due to (i) the significance of the exploration and evaluation assets and property and equipment and (ii) the judgment made by management in assessing whether any impairment indicators exist, which resulted in a high degree of auditor subjectivity in performing procedures to evaluate management's assessment.

Comparative information

The consolidated financial statements of the Company for the year ended March 31, 2023 were audited by another auditor who expressed an unmodified opinion on those consolidated financial statements on June 29, 2023.

Other information

Management is responsible for the other information. The other information comprises the Management's Discussion and Analysis.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of management and those charged with governance for the consolidated financial statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS Accounting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Auditor's responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern.
  If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances,

we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partner on the audit resulting in this independent auditor's report is Maxime Guilbault.

/s/PricewaterhouseCoopers LLP1

Montréal, Quebec

June 21, 2024

1 CPA auditor, public accountancy permit No. A128042

PATRIOT BATTERY METALS INC.

Consolidated Statements of Financial Position (Expressed in Canadian dollars)

	Notes	March 31, 2024	March 31, 2023
		$	$
ASSETS
Current assets
Cash and cash equivalents		73,004,000	56,724,000
Receivables	6	9,959,000	3,891,000
Prepaid expenses		699,000	249,000
		83,662,000	60,864,000
Non-current assets
Exploration and evaluation assets	7	111,927,000	46,268,000
Property and equipment	8	52,327,000	588,000
Total assets		247,916,000	107,720,000
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities		30,408,000	5,507,000
Current portion of lease liabilities		151,000	-
Flow-through premium liability	9	-	29,506,000
		30,559,000	35,013,000
Non-current liabilities
Asset retirement obligation	10	2,218,000	-
Lease liabilities		214,000	-
Deferred income taxes	17	11,710,000	2,704,000
Total liabilities		44,701,000	37,717,000
EQUITY
Share capital	11	207,770,000	77,966,000
Reserves	11	15,723,000	14,922,000
Accumulated other comprehensive income		1,000	-
Deficit		(20,279,000)	(22,885,000)
Total equity		203,215,000	70,003,000
Total liabilities and equity		247,916,000	107,720,000

Commitments (Note 16) and Events After the Reporting Period (Note 19)

APPROVED ON BEHALF OF THE BOARD on June 21, 2024:

"Ken Brinsden"			"Brian Jennings"
Director			Director
	The accompanying notes are an integral part of these consolidated financial statements.

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PATRIOT BATTERY METALS INC.

Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) (Expressed in Canadian dollars)

		Year Ended
	Notes	March 31, 2024		March 31, 2023
		$		$
General and Administrative Expenses
Salaries, benefits and management fees	14	7,286,000		1,835,000
Share-based compensation	11, 14	4,234,000		12,368,000
Professional fees		3,584,000		1,026,000
Consulting fees		1,998,000		276,000
Office and miscellaneous		1,662,000		289,000
Investor relations and business development		1,153,000		654,000
Travel		1,020,000		379,000
Transfer agent and filing fees		661,000		368,000
		-		-
Total general and administrative expenses		(21,598,000)		(17,195,000)
		-		-
Other Income (Loss)
Flow-through premium income	9	29,506,000		10,298,000
Interest income		4,731,000		22,000
Flow-through interest		(25,000)		(89,000)
		-		-
Income (Loss) before income taxes		12,614,000		(6,964,000)
Income taxes
Deferred income tax expense	17	(10,008,000)		(3,151,000)
		-		-
Net Income (Loss) for the period		2,606,000		(10,115,000)
Other comprehensive income
Foreign currency translation adjustment		1,000		-
Comprehensive Income (Loss) for the period		2,607,000		(10,115,000)
Earnings (Loss) per share
Basic	12	0.02		(0.11)
Diluted	12	0.02		(0.11)

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

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PATRIOT BATTERY METALS INC. Consolidated Statements of Changes in Equity (Expressed in Canadian dollars, except for number of shares)

_____________________________________________________________________________________________

	Number of		Subscriptions
		received
	shares	Share capital	Reserves	AOCI	Deficit	Total
		$	$	$	$	$	$
Balances, March 31, 2022	78,548,991	32,922,000	252,000	3,460,000	-	(12,770,000)	23,864,000
Shares issued for:
Cash	4,422,304	35,880,000	-	-	-	-	35,880,000
Mineral properties	220,000	1,454,000	-	-	-	-	1,454,000
Warrants exercised	13,258,283	5,771,000	(213,000)	(192,000)	-	-	5,366,000
Options exercised	2,907,629	4,149,000	(39,000)	(1,715,000)	-	-	2,395,000
Share issuance costs - warrants	-	(1,001,000)	-	1,001,000	-	-	-
Share issuance costs - cash	-	(1,209,000)	-	-	-	-	(1,209,000)
Share-based compensation	-	-	-	12,368,000	-	-	12,368,000
Net loss and comprehensive loss	-	-	-	-	-	(10,115,000)	(10,115,000)
Balances, March 31, 2023	99,357,207	77,966,000	-	14,922,000	-	(22,885,000)	70,003,000
Shares issued for:
Cash	7,128,341	108,992,000	-	-	-	-	108,992,000
Mineral properties	120,000	1,244,000	-	-	-	-	1,244,000
Warrants exercised	25,601,605	17,929,000	-	(1,288,000)	-	-	16,641,000
Options exercised	3,439,474	4,415,000	-	(2,145,000)	-	-	2,270,000
Share issuance costs - cash¹	-	(2,776,000)	-	-	-	-	(2,776,000)
Share-based compensation	-	-	-	4,234,000	-	-	4,234,000
Comprehensive income for the	-	-	-		1,000	2,606,000	2,607,000
period
Balances, March 31, 2024	135,646,627	207,770,000	-	15,723,000	1,000	(20,279,000)	203,215,000

1 Share issuance costs-cash are presented net of a deferred tax recovery in the amount of $1,002,000 (March 31, 2023 - $447,000), which relates to deductible temporary differences in relation to share issuance costs (Note 17).

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

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