Forward-Looking Statements

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors", that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report, particularly in the section entitled "Risk Factors".

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All references to "CDN$" refer to Canadian dollars and all references to "common shares" refer to the common shares in our capital stock.

As used in this quarterly report, the terms "we", "us", "our", the "Company" and "Wolverine" mean Wolverine Technologies Corp., unless otherwise indicated.

Corporate History

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

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

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

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

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The Property consists of 262 claims comprising an area of 6,550 hectares (16185 acres). The Property is remote, centered on latitude 56.02° N and longitude 62.24° W within NTS map areas 13M16 and 14D01. It is located approximately 70 kilometres west-northwest of Natuashish and 65kilometres southwest of Nain, Labrador, situated 30 kilometres south of the Voysey's Bay nickel, copper, and cobalt deposit operated by Voysey's Bay Nickel Company Ltd., a subsidiary of Vale S.A.

The Company also holds a 90% interest in the Cache River Property located in Labrador, Canada consisting of a total of 53 mineral claims and an area of 1325 hectares (3,274 acres). The Company is not currently conducting any exploration on the Cache River Property.

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

Our Current Business

We are an exploration stage mining company engaged in the identification, acquisition, and exploration of metals and minerals with a focus on base and precious metals. Our current operational focus is to raise sufficient funds to continue exploration activities on our properties in Labrador, Canada, known as the Frog Property and the Cache River Property. We intend to conduct further exploration activities on the properties in 2023. We expect to review other potential exploration projects from time to time as they are presented to us.

Cash Requirements

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

Over the next twelve months we intend to use any funds that we may have available to fund our Plan of Operation. Not accounting for our working capital deficit of $63,661 as of February 28, 2023, we require additional funds of approximately $114,000 (CDN$152,000) at a minimum to proceed with our plan of operation over the next twelve months. As we do not have the funds necessary to cover our projected operating expenses for the next twelve-month period, we will be required to raise additional funds through the issuance of equity securities, through loans or through debt financing. There can be no assurance that we will be successful in raising the required capital or that actual cash requirements will not exceed our estimates. We intend to fulfill any additional cash requirement through the sale of our equity securities.

Our auditors have issued a going concern opinion for our year ended May 31, 2021. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated. As at February 28, 2023, we had cash of $40 and had a working capital deficiency in the amount of $63,661. As February 28, 2023, we do not have sufficient working capital to enable us to carry out our stated plan of operation for the next twelve months.

Plan of Operation

The Plan of Operation for the next 12 months is to raise $114,000 (CDN$152,000) for the next phase of exploration program on the Frog Property.

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

The area of the strong magnetic anomaly is completely covered in glacial tills and no outcrop is evident. Prospecting should be completed expanding the 2021 range of coverage focusing on the north and south limits of the large magnetic anomaly at the cliff edges where the steep valley ridges demonstrate spalling of rocks into scree piles. Additional prospecting should be completed following the airborne geophysical surveys as well, focusing on both radiometric and magnetic anomalies.

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It is estimated that the next phase of exploration would cost $114,000 (Cdn$152,000), as itemized in Table 4.



Program              Description                      Cost
Airborne Geophysics  Property wide          $   56,250 (Cdn$75,000 )
Prospecting          7 people x 14 days     $   18,375 (Cdn$24,500 )
Mob/demob            Helicopter/Float Plane $   18,750 (Cdn$25,000 )
Analytical           100 samples            $     3,750 (Cdn$5,000 )
Camp                                        $     6,750 (Cdn$9,000 )
Contingencies        ~ 10%                  $   10,125 (Cdn$13,500 )
Total                                       $ 114,000 (Cdn$152,000 )

Table 4: Recommended Budget - Frog Property

As at February 28, 2023, we did not have cash and we will need to raise additional financing to fund our plan of operation over the next 12 months.

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

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

Purchase of Significant Equipment

We do not intend to purchase any significant equipment over the twelve months ending February 28, 2024.

Corporate Offices

We do not own any real property. Our principal business offices are located at #55-11020 Williams Road, Richmond British Columbia, Canada, V7A 1X8 at a cost of CDN $1,000 per month on a month-to-month basis.

Employees

Currently we do not have any employees. The Company utilizes consultants for the management, regulatory, administration, investor relations and geological functions of the Company. We do not expect any material changes in the number of employees over the next 12-month period. We will continue to retain consultants as required.

Critical Accounting Policies

Our financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles used in the United States. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management's application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements. For information regarding our Critical Accounting Policies, see the "Application of Critical Accounting Policies" section in our Form 10-K.

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Results of Operations

Three Months Ended February 28, 2023 and February 28, 2022

The following summary of our results of operations should be read in conjunction with our financial statements for the quarter ended February 28, 2023, which are included herein.

Three-month summary ending February 28, 2023 and February 28, 2022



                                   Three Months Ended

                         February 28, 2023     February 28, 2022
Revenue                $               Nil   $               Nil
Operating Expenses     $          (138,762 ) $        (3,182,460 )
Other income (expense) $           (81,120 ) $            (2,360 )
Net Loss               $          (219,882 ) $        (3,184,820 )


Expenses

Our operating expenses for the three-month periods ended February 28, 2023 and February 28, 2022 are outlined in the table below:



                                               Three Months Ended

                                     February 28, 2023     February 28, 2022
General and administrative         $           127,813   $           305,923
Mineral property exploration costs $            10,949   $            19,203
Impairment of mineral properties   $                 -   $         2,857,334

General and administrative expenses decreased by $178,110 from $305,923 during the three months ended February 28, 2022 to $127,813 during the three months ended February 28, 2023. This decrease was primarily a result of a decrease in consulting fees of $176,919, a decrease in interest expense of $12,396, a decrease in office expenses of $6,908, a decrease in tax penalties and interest of $2,630, and a decrease in transfer agent and filing fees of $2,472, which was partially offset by an increase in professional fees of $21,452 and an increase in other miscellaneous expense of $1,762.

Mineral property exploration costs decreased by $8,254 from $19,203 during the three months ended February 28, 2022 to $10,949 during the three months ended February 28, 2023. Mineral property exploration costs decreased during the quarter as a result of a decrease in exploration costs incurred during exploration of the Frog Property.

Impairment of mineral properties decreased by $2,857,334 from $2,857,334 during the three months ended February 28, 2022 to $Nil during the three months ended February 28, 2023. The impairment of mineral properties during the three months ended February 28, 2022 was primarily due to the uncertainty of establishing proven and probable outputs from the Frog Property acquisition.

Other expenses increased by $78,760 from $2,360 during the three months ended February 28, 2022 to $81,120 during the three months ended February 28, 2023. The increase was primarily a result of a loss on settlement of debt of $80,888 resulting from the issuance of 5,690,000 shares of common stock with a fair value of $187,770 to settle $106,882 of accounts payable which included $57,567 due to related parties.

Nine Months Ended February 28, 2023 and February 28, 2022

The following summary of our results of operations should be read in conjunction with our financial statements for the quarter ended February 28, 2023, which are included herein.

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Nine-month summary ending February 28, 2023 and February 28, 2022



                                    Nine Months Ended

                         February 28, 2023     February 28, 2022
Revenue                $               Nil   $               Nil
Operating Expenses     $          (273,985 ) $        (3,337,789 )
Other income (expense) $           (73,988 ) $             9,351
Net Loss               $          (347,973 ) $        (3,328,438 )


Expenses

Our operating expenses for the nine-month periods ended February 28, 2023 and February 28, 2022 are outlined in the table below:



                                                Nine Months Ended

                                     February 28, 2023     February 28, 2022
General and administrative         $           244,556   $           453,918
Mineral property exploration costs $            29,429   $            26,537
Impairment of mineral properties   $                 -   $         2,857,334

General and administrative expenses decreased by $209,362 from $453,918 during the nine months ended February 28, 2022 to $244,556 during the nine months ended February 28, 2023. This decrease was primarily a result of a decrease in consulting fees of $181,339, a decrease in transfer agent and filing fees of $16,714, a decrease in interest expense of $12,396, a decrease in office expenses of $6,601, an decrease in other miscellaneous expense of $737, and offset by an increase in professional fees of $8,426.

Mineral property and exploration costs increased by $2,892 from $26,537 during the nine months ended February 28, 2022 to $29,429 during the nine months ended February 28, 2023. Mineral property exploration costs increased during the quarter as a result of an increase in exploration costs incurred on the Frog Property.

Impairment of mineral properties decreased by $2,857,334 from $2,857,334 during the nine months ended February 28, 2022 to $Nil during the nine months ended February 28, 2023. The impairment of mineral properties during the three months ended February 28, 2022 was primarily due to the uncertainty of establishing proven and probable outputs from the Frog Property acquisition.

Other income (expenses) decreased by $83,339 from other income of $9,351 during the three months ended February 28, 2022 to other expenses of $73,988 during the three months ended February 28, 2023. The decrease was primarily a result of a loss on settlement of debt of $80,888 resulting from the issuance of 5,690,000 shares of common stock with a fair value of $187,770 to settle $106,882 of accounts payable which included $57,567 due to related parties.

Revenue

We have not earned any revenues since our inception, and we do not anticipate earning revenues in the upcoming quarter.

Liquidity and Financial Condition



Working Capital

                             As At          As At
                          February 28,     May 31,
                              2023          2022
Current assets          $        7,464   $   9,349
Current liabilities            (92,284 )   (81,517 )
Working Capital Deficit $      (84,820 ) $ (72,168 )

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Cash Flows

                                                 Nine Months Ended

                                            February 28,     February 28,
                                                2023             2022

Net Cash Used in Operating Activities $ (153,805 ) $ (198,398 ) Net Cash Provided by Financing Activities 147,551 252,132 Net change in cash during period $ (6,254 ) $ 53,734

Operating Activities

Net cash used in operating activities during the nine months ended February 28, 2023, was $153,805 compared to $198,398 during the nine months ended February 28, 2022. The decrease in cash used in operating activities was primarily a result of a decrease in net loss to $347,972 for the nine months ended February 28, 2023, compared to a net loss of $3,328,438 for the nine months ended February 28, 2022 which includes an impairment of mineral property costs of $2,850,000, as well as a reduction in the change in accounts payable to $65,306 for the nine months ended February 28, 2023 compared to $136,894 for the nine months ended February 28, 2022 and a reduction in the change in accounts payable to related parties to $52,838 compared to $137,978 for the nine months ended February 28, 2022.

Financing Activities

During the nine months ended February 28, 2023, we received proceeds of $147,551 from common stock issued and subscribed. In the comparable period, we received $252,132 from issuance of common stock.

Contractual Obligations

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

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

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Recent Accounting Standards

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

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