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ArcWest Exploration Inc. Interim / Quarterly Report 2021

Aug 31, 2021

46985_rns_2021-08-30_4ea8641e-ab71-4706-99c6-3d48a192c3d6.pdf

Interim / Quarterly Report

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ARCWEST EXPLORATION INC. Management Discussion and Analysis For the six months ended June 30, 2021

This management discussion and analysis of financial position and results of operations ("MD&A") is prepared as at August 30, 2021 and should be read in conjunction with the unaudited interim financial statements for the three and six months ended June 30, 2021 of ArcWest Exploration Inc. (the "Company" or "ArcWest"), together with the audited financial statements of the Company for the year ended December 31, 2020, as well as the accompanying MD&A for the year then ended (the "Annual MD&A").

The referenced unaudited condensed interim financial statements have been prepared in accordance with International Accounting Standards 34, "Interim Financial Reporting", using accounting policies consistent with International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Board ("IASB") and Interpretations of the IFRS Interpretations Committee ("IFRIC"). All dollar amounts included therein and in the following MD&A are expressed in Canadian dollars except where noted.

The Company's critical accounting estimates, significant accounting policies and risk factors as disclosed in the Annual MD&A have remained substantially unchanged and are still applicable to the Company unless otherwise indicated.

In this discussion, unless the context requires otherwise, references to "we" or "our" are references to ArcWest Exploration Inc.

Forward Looking Statements

This Management's Discussion and Analysis ("MD&A") contains certain statements, other than statements of historical fact that are forward-looking statements which reflect the current view of the Company with respect to future events including corporate developments, financial performance and general economic conditions which may affect the Company. The forward-looking statements in this MD&A include but are not limited to: the exploration status of our Oweegee, Todd Creek, Oxide Peak, Eagle, Rip, Teeta Creek, NVI, Huckleberry and Sparrowhawk properties; related commitments and timelines for development of these properties; and future funding requirements for the Company. Forward-looking statements are included, but are not limited to, those statements set out in this MD&A under Description of Business and Overall Performance, Future Plans and Outlook, Future Changes in Accounting Policies and Risks and Uncertainties.

We have based these forward-looking statements largely on our current expectations, projections and assumptions made based on our experience, perception of historical trends, the current business and financial environment. Key assumptions upon which the forward-looking statements are based include the following:

  • a) If required, the Company will be able to secure additional financial resources;
  • b) Key personnel will continue their positions with the Company;
  • c) We will be able to enter into partnerships and/or complete exploration programs on our properties.

Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time those statements are made and/or management's good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Risks that could cause actual results to differ from current expectations include: our ability to source new projects and properties; our ability to attract partners to conduct advanced exploration on our property portfolio; general economic and financial market conditions; inability to raise capital; and retaining key directors and management.

Except as may be required by applicable law or stock exchange regulation, we undertake no obligation to update publicly or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this document or to reflect the occurrence of unanticipated events. Accordingly, readers should not place undue reliance on forward-looking statements. If we do update one or more forward-looking statements, no inference should

be drawn that additional updates will be made with respect to those or other forward-looking statements. Additional information relating to our Company is available by accessing the SEDAR website at www.sedar.com.

Description of Business

ArcWest Exploration Inc. ("ArcWest" or "the Company"), was incorporated under the Business Corporations Act (British Columbia) on December 23, 2010 and is a corporation listed publicly on the TSX Venture Exchange ("TSX-V"). On February 28, 2019, the Company changed its name to ArcWest Exploration Inc. and is now trading on the TSX Venture Exchange under the new stock symbol "AWX".

The registered and records office of the Company is located at Suite 1700, Park Place, 666 Burrard Street, Vancouver, British Columbia, V6C 2X8. The head office of the Company is located at 1000-355 Burrard Street, Vancouver, BC V6C 2G8.

ArcWest is engaged in mineral exploration utilizing a "prospect generator" business model initially focused on securing exploration properties of exceptional merit in the highly-prospective Golden Triangle region of British Columbia and other proven mining districts throughout BC. ArcWest plans to provide geological expertise and funding to efficiently build value in these properties and use joint ventures to build resources through the more expensive drilling stages.

COVID-19

In March 2020 the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn. The impact on the Company is not currently determinable but management continues to monitor the situation.

In response to the COVID-19 pandemic, ArcWest has adopted safe operations protocols (SGDS HIVE, 2020) made available by the British Columbia Association for Mineral Exploration.

Highlights for the six months ended June 30, 2021

  • On April 19, 2021, the Company entered into a non-binding letter agreement (the "Agreement") with Sanatana Resources Inc. ("Sanatana") to negotiate an earn in and joint venture agreement on its Oweegee Dome porphyry project, located in BC's Golden Triangle. The Agreement provides Sanatana with the exclusive right to negotiate an earn-in and joint venture agreement until May 24, 2021. As consideration for the exclusivity, Sanatana paid the Company a non-refundable deposit of $12,500. On May 24th, 2021 the exclusivity period with Sanatana expired although discussions remain ongoing.
  • On May 21, 2021 the Company announced the appointments of Michael Smyth and Colin O'Leary to the Company's board of directors and the resignation of John Meekison from the board of directors.

Subsequent Events Up to August 30, 2021

• On July 21, 2021, the Company announced that Sanatana signed an earn-in agreement for the Oweegee Dome porphyry project, located in BC's Golden Triangle. Sanatana can earn an initial 60% interest ("First Option") in the Oweegee Dome project by funding, over a four-year period, cumulative exploration expenditures of $6,600,000 and by making staged cash and share payments totaling $500,000 and 2,000,000 shares, respectively.

Sanatana may achieve the First Option by fulfilling the following: (a) paying to ArcWest $500,000 and 2,000,000 common shares as follows: (i) $12,500 on signing of the letter agreement and an additional $12,500 on signing of the definitive agreement; (ii) $25,000 and 300,000 common shares on or before December 31, 2021; (iii) $50,000 and 400,000 common shares on or before December 31, 2022; (iv) $100,000 and 600,000 common shares on or before December 31, 2023; and (v) $300,000 and 700,000 common shares on or before December 31, 2024; (b) incurring $6,600,000 in exploration expenditures on the property as follows: (i) not less than $600,000 on or before November 31, 2021; (ii) cumulative exploration expenditures of not less than $1,600,000 on or before December 31, 2022, including a minimum of 1,000 meters of drilling; (iii) cumulative exploration expenditures of not less than $3,600,000 on or before December 31, 2023, including a minimum of 2,000 meters of additional drilling; (iv) cumulative exploration expenditures of not less than $6,600,000 on or before December 31, 2024, including a minimum of 3,000 meters of additional drilling.

Upon completion of the First Option and receipt of the Initial Interest Notice from Sanatana, Sanatana will have a 60 day period to elect to earn an additional 20% interest, for an aggregate 80% interest ("Second Option"), or form a Joint Venture ("JV"). The Second Option can be attained by completing and delivering to ArcWest a Feasibility Study on or before December 31st, 2027. In order to keep the Second Option in good standing, Sanatana will be obligated to pay to ArcWest $150,000 on each anniversary of the delivery of the Initial Interest Notice until such time that the Feasibility Study has been completed and delivered to ArcWest. Following the exercise or lapse of the Second Option, the parties will form a JV to hold and operate the properties, and each party will proportionately fund or dilute. In the event a production decision is made by the Joint Venture to place the property into production, Sanatana shall arrange project financing for the Joint Venture, the repayment of which shall be made out of cash flows from the property. Should Sanatana or ArcWest's interest be diluted to less than 10%, then that interest will convert to a 2% Net Smelter Return Royalty, one percent of which may be purchased by the other party for $5,000,000 at any time.

  • On July 29, 2021, the Company announced that it had completed the sale of its Huckleberry property to Imperial Metals Corporation. Under the terms of transaction set out in the agreement, Huckleberry Mines will acquire 100% of the Property, will make a cash payment to ArcWest of CAD$50,000 and ArcWest will retain a 1.0% net smelter return royalty ("NSR") with no buydown provisions.
  • On August 5, 2021, the Company announced that partner Wedgemount Resources reported initial assay results from its 2021 exploration program at the Company's road accessible Eagle copper-gold project, located in the highly prospective Quesnel trough copper-gold porphyry belt of central British Columbia. Sampling was focused at the three main zones (Nighthawk, Vector and Mid) to verify mineralization style and grade and to expand known mineralization footprints as well as other high priority targets that display coincident soil geochemical and ground and/or airborne geophysical anomalism. Of 51 rock samples collected, a total of 43 returned copper concentrations in excess of 1,000 ppm (0.1% copper) and 12 samples exceeded the level of detection for ICP analysis and were rerun using ore grade copper analysis. These 12 samples returned results ranging from 1.26% copper to the highest at 9.86% copper

Gold and silver results were anomalous for every anomalous copper result; averaging 0.292 g/t gold and 8.23 g/t silver for copper results in excess of 1,000 ppm and 0.725 g/t gold and 20.0 g/t silver for copper concentrations in excess of 1%. The best copper-gold-silver result was sample D702202 which returned 9.86% copper, 2.5 g/t gold and 77.7 g/tsilver. The sample was taken from a 20 by 20 meter gossanous outcrop bearing strong deformation and structurally controlled copper mineralization with up to 10% visible chalcopyrite in a weakly magnetic diorite to gabbroic intrusion. The sample is located at the Nighthawk showing and is one of many samples collected over an 800 m2 area, which returned highly anomalous coppergold values including sample D702210 (7.95 % copper and 1.59 g/t gold) and D702206 (4.42 % copper and 1.30 g/t gold).

Geochemical soil samples results over key target areas are pending.

Future Plans and Outlook

ArcWest's plan is to become a pre-eminent North American project generator with an initial focus on British Columbia and its highly prospective Golden Triangle and other highly prospective porphyry copper (Cu) - gold (Au) belts in BC. ArcWest believes its properties represent some of the most prospective targets available in BC and is in a position to deliver increased shareholder value by providing geological expertise and funding to advance current properties and acquire new projects.

Operations Review

ArcWest owns nine mineral exploration projects in British Columbia.

Todd Creek

ArcWest's 100% owned, 32,133-hectare Todd Creek project is located 30 km northeast of Stewart and 45 km southeast of the giant KSM-Iron Cap porphyry Cu-Au deposits (Seabridge Gold) in B.C.'s Golden Triangle. The project is also located 35 km southeast of Pretivm's Brucejack gold-silver mine (ArcWest's and Pretivm's claims are contiguous) and is proximal to the Brucejack mine road. The Todd Creek project hosts a 12 km N-S, variably Cu-Au mineralized gossan on the west side of Todd Creek valley that is prospective for KSM-Iron Cap-like porphyry Cu-Au systems. Multiple underexplored VMS occurrences on the east side of Todd Creek valley are prospective for Eskay Creek-like precious and base metal enriched VMS systems.

P2 Gold and ArcWest announced an earn-in and joint venture agreement for ArcWest's Todd Creek project on July 9th, 2020. P2 Gold can earn an initial 51% interest ("First Option") in the Property by funding over a five-year period cumulative exploration expenditures of $15,000,000 and staged payments of $1,150,000. A minimum exploration expenditure of $500,000 is required before December 31, 2020, which includes a mandatory minimum of 1,000 meters of diamond drilling.

P2 Gold completed a first phase drill program at Yellow Bowl zone (two drill holes totaling 802 metres) and the VMS zone (one drill hole totaling 225 metres). An airborne magnetics-radiometrics survey was also completed on the northwest portion of the project in addition to a satellite hyperspectral survey. The results of the 2020 Todd Creek exploration program are discussed in an ArcWest press release dated Jan. 27th, 2021.

P2 Gold spent $843,167 exploring Todd Creek in 2020 of which, $786,167.99 was filed for assessment. The new "good to" date for the Todd Creek property is July 23rd, 2023. P2 Gold completed a large scale geophysical survey and phase one geological mapping program as at the end of July 2021 and is awaiting results to support a fall season drill program.

Oweegee Dome

ArcWest's 100% owned, 31,077 hectare Oweegee Dome porphyry Cu-Mo-Au project is located 45 km east of Seabridge Gold's supergiant KSM-Iron Cap porphyry Cu-Au project and 40 km east of Tudor Gold's Treaty Creek Au-Ag-Cu project. The Oweegee Dome project hosts multiple underexplored porphyry Cu-Au systems of significant size, including the large Delta and Skowill East gossans.

In October of 2018, ArcWest sold to Seabridge Gold a non-core portion of the Oweegee Dome project in return for $500,000 in portable assessment credits. These credits reduced ArcWest's 2018 and future assessment requirements by 30%.

Reconnaissance geological mapping, and sampling was conducted in August of 2019, the results of which are summarized in subsequent news releases. A total of $44,375.62 of assessment work was filed on the property. The claims are now good until December 31, 2021. Approximately $600,000 of assessment expenditures are required on the property in 2021.

On April 19, 2021, ArcWest announced the signing of a letter of intent with Sanatana Resources to negotiate an earn-in and joint venture agreement on the Oweegee Dome project. Sanatana completed a review of Oweegee Dome drill core stored in Stewart in May, 2021.

On July 21, 2021, the Company announced that Sanatana signed an earn-in agreement for the Oweegee Dome porphyry Cu-Au project. In August 2021, geological mapping and sampling and an induced polarization geophysical survey commenced on the property.

Willoughby

The Willloughby project was sold to Strikepoint Gold in a property purchase agreement announced April 17th, 2019. ArcWest received $85,000 and 3,000,000 common shares of Strikepoint. ArcWest retains a 1.5% NSR on the project, which can be reduced to 1% for an additional cash payment of $1,000,000.

Oxide Peak

ArcWest's 100% owned Oxide Peak project is situated in the northern part of the Toodoggone Au-Cu district. The region hosts extensive Early Jurassic porphyry Cu-Au and epithermal Au-silver (Au-Ag) mineralization including several past producing Au-Ag mines (Baker, Lawyers, Shasta) and the large Kemess South Au-Cu porphyry deposit. The southern half of the project is located 10 km east of Benchmark Metal's Lawyer's project. Historical production in the district exceeds 3.2 million ounces of Au and 360,000 tonnes of Cu.

The Oxide Peak property was expanded with additional staking in July, 2019 detailed in a subsequent news release. The staking covered prospective ground dropped by Talisker Resources and contains widespread porphyry Cu-Au occurrences as well as strong Au in stream sediment anomalies (i.e., in excess of 10 g/t Au) that have yet to receive follow up exploration.

ArcWest announced an earn-in and joint venture agreement with Locrian Resources (now TDG Gold Corp., "TDG") for Oxide Peak on Dec. 23rd, 2019. TDG can earn an initial 60% interest ("First Option") in the Property by funding over a three-year period cumulative exploration expenditures of $2,400,000, and staged cash payments of $55,000. In addition, Locrian issued to ArcWest 5% of its outstanding shares immediately prior to completing its go-public transaction. This resulted in ArcWest receiving a total of 1,202,141 common shares in TDG. A minimum exploration expenditure of $400,000 is required before December 31, 2020 and $900,000 before December 31, 2021.

ArcWest sourced a capital pool company (Kismet Resources) in order to assist TDG's go-public transaction. The company (TDG Gold) completed a private placement on December 11, 2020 totaling $4,033,610. Upon completion of the placement, TDG Gold issued 30% of its shares to Talisker Resources as part of a property purchase agreement to procure Talisker's past producing Baker-Shasta Mine. Baker-Shasta is adjacent to Benchmark Metals' Lawyers project, which has attracted significant attention from the mineral exploration community and undergone significant appreciation in share price.

With support from ArcWest geologists, TDG completed a 2020 exploration program at Oxide Peak. The program was successful in delineating a porphyry Cu-Au target of significant size situated on the east flank of Oxide Peak. Results of the 2020 exploration program are discussed in ArcWest press release dated January 27, 2021.

TDG previously informed ArcWest that it is completing a Notice of Work application for Oxide Peak for future drill programs on the project but as of August 30, 2021. ArcWest is not aware as to the status of this application and related work.

Rip

The Rip Property is a copper molybdenum porphyry ("Cu-Mo±Au") prospect located in the Skeena Arch approximately 60 km south of Houston, BC. The property is in a prospective part of the Skeena Arch, which includes the past producing Huckleberry, Silver Queen and Equity mines as well as projects with significant known mineral resources including Berg, Poplar and Seel/Ox.

The Rip project was expanded by staking in August, 2020 in order to acquire a large area of polymetallic showings that may be genetically related to yet to be discovered underlying or adjacent porphyry Cu-Au systems. No work was performed on Rip in 2020. Discussions with multiple potential partners for the project are ongoing. Teck is exploring a porphyry Cu project in the immediate vicinity of Rip. Sun Summit Resources is exploring the nearby Buck project and announced the discovery of high grade Au-silver mineralization in late 2020.

A total of $51,713.82 in exploration expenditures is required on the project in 2021. Geological mapping and sampling is contemplated in the 2021 field season for the newly acquired showings in the expanded Rip property.

Huckleberry

In January, 2019, ArcWest staked 2,525 hectares on the northern boundary of Imperial Metals past producing Huckleberry Cu-Au-Mo mine located 85 km southwest of Houston BC. The staked mineral claim boundary is approximately 1.5 km from the Huckleberry East Zone open pit and contains two known porphyry-style Cu-Mo-Au showings.

Imperial Metals have recently restarted exploration at the Huckleberry mine. This included a 2020 drill program which resulted in the discovery of significant porphyry Cu-Mo-Au mineralization beneath the East Zone pit.

Reconnaissance geological mapping and sampling was conducted on the Huckleberry property in October, 2019. Sufficient assessment work has been filed to keep the claims in good standing until December 31, 2021.

On July 29, 2021, the Company announced that it had completed the sale of its Huckleberry property to Imperial Metals Corporation. Under the terms of transaction set out in the agreement, Huckleberry Mines will acquire 100% of the Property, will make a cash payment to ArcWest of CAD$50,000 and ArcWest will retain a 1.0% net smelter return royalty ("NSR") with no buydown provisions.

Eagle

ArcWest's Eagle porphyry Cu-Au project is located approximately 90 kilometers northwest of Fort St. James. The project is situated midway between several significant Cu-Au deposits. Centerra Au's Mt. Milligan mine is located approximately 50 kilometers to the east. The advanced stage Kwanika porphyry Cu-Au deposit and the neighbouring Stardust carbonate replacement Cu-Au deposit (NorthWest Copper Corp.) are located approximately 50 km to the northwest.

Reconnaissance geological mapping, and sampling was conducted in June of 2019, the results of which are summarized in subsequent news releases.

ArcWest announced an earn-in and joint venture agreement for Eagle with Wedgemount Resources ("WMR") on October 5th, 2020. WMR can earn an initial 60% interest ("First Option") in the Property by funding a total of $2,050,000 in exploration expenditures over a three-year period in addition to staged payments totaling $110,000 and 1,350,000 shares. A minimum exploration expenditure of $50,000 is required before December 31, 2020.

With the support of ArcWest geologists, WMR conducted a VTEM survey on the property in November, 2020. The survey demonstrated that Cu-Au mineralized breccias on the property form readily identifiable geophysical anomalies. The survey identified similar geophysical anomalies throughout the property that might represent additional, previously unrecognized porphyry Cu-Au centres. The results of this exploration program are discussed in an ArcWest press release dated January 27th, 2021. Wedgemount listed its shares on the Canadian Securities Exchange (CSE) on May 21, 2021. ArcWest was issued additional cash and shares in the company in the amount of $10,000 and 250,000 shares on listing.

Wedgemount has submitted a Notice of Work application for the project, and intends to complete a minimum 1,000 m drill program on the project before December 31, 2021.

On August 5, 2021, the Company announced that partner Wedgemount Resources has reported initial assay results from its 2021 exploration program at the Company's road accessible Eagle copper-gold project, located in the highly prospective Quesnel trough copper-gold porphyry belt of central British Columbia. Sampling was focussed at the three main zones (Nighthawk, Vector and Mid) to verify mineralization style and grade and to expand known mineralization footprints as well as other high priority targets that display coincident soil geochemical and ground and/or airborne geophysical anomalism. Of 51 rock samples collected, a total of 43 returned copper concentrations in excess of 1,000 ppm (0.1% copper) and 12 samples exceeded the level of detection for ICP analysis and were rerun using ore grade copper analysis. These 12 samples returned results ranging from 1.26% copper to the highest at 9.86% copper.

Gold and silver results were anomalous for every anomalous copper result; averaging 0.292 g/t gold and 8.23 g/t silver for copper results in excess of 1,000 ppm and 0.725 g/t gold and 20.0 g/t silver for copper concentrations in excess of 1%. The best copper-gold-silver result was sample D702202 which returned 9.86% copper, 2.5 g/t gold and 77.7 g/t silver. The sample was taken from a 20 by 20 meter gossanous outcrop bearing strong deformation and structurally controlled copper mineralization with up to 10% visible chalcopyrite in a weakly magnetic diorite to gabbroic intrusion. The sample is located at the Nighthawk showing and is one of many samples collected over an 800 m2 area, which returned highly anomalous coppergold values including sample D702210 (7.95 % copper and 1.59 g/t gold) and D702206 (4.42 % copper and 1.30 g/t gold).

The primary focus of the first phase of the 2021 exploration program was to improve access by opening historic exploration trails followed by targeted geological mapping and geochemical sampling of the known porphyry-related copper and gold mineralization (e.g., Nighthawk, Vector and Mid). High-priority targets were defined and prioritised based on compiled recent and historical exploration data. The overall goal of phase 1 is to improve the understanding of mineralization and alteration styles of the main zones and to define new vectors to aid in drill hole targeting.

Geochemical results from soil samples over key target areas are pending. A deep penetrating induced polarization (IP) geophysical survey is also tentatively scheduled to commence in the fall of 2021 followed by additional geological mapping and sampling. Based on these new data, drill targeting will be completed and a decision will be made to commence with drill testing.

Sparrowhawk

ArcWest's road accessible, 9,913 hectare Sparrowhawk project surrounds Glencore Canada's past producing Bell and Granisle open pit mines and extends to the north where it is contiguous with Pacific Booker's advanced stage Morrison project. Significant Cu-Au resources still exist at Bell and Granisle, including measured and indicated resources totaling 330 million tons of 0.4% Cu and 0.2 g/t Au. The Sparrowhawk project is 11 kilometers southeast of the Morrison Cu deposit, which has a proven and probable reserve of 224.25 Mt with an average grade of 0.33% Cu, 0.163 g/t Au and 0.004% Mo. In addition to containing multiple exploration targets for Bell-like porphyry Cu-Mo-Au sytems, the Sparrowhawk property also contains proposed sites for tailings and waste management facilities for a potential Bell-Granisle restart.

The Sparrowhawk project was acquired from vendor Rolland Menard and by staking in January, 2019. A total of $12,400.68 of assessment work was completed which included short wave infrared and petrographic study of rock samples from the project.

Reconnaissance geological mapping and sampling was conducted in June of 2019, the results of which were summarized in a subsequent news release. A total of $35,801.79 worth of assessment work was filed on the property. The claims are now good until December 31, 2021. A total of $80,937 worth of assessment expenditures are required on the property in 2021.

ArcWest completed a drone video survey of the property on behalf of a potential partner in October, 2020. Discussions with multiple potential partners for the project are ongoing**.**

Teeta Creek

ArcWest's 100% owned Teeta Creek porphyry Cu-Au-Mo project is located 23 kilometers south of BHP-Billiton's past producing Island Copper porphyry Cu-Mo-Au mine, and approximately 40 km south of NorthIsle Copper and Gold Inc.'s advanced stage Hushamu porphyry Cu-Au project. Historical drilling on the project intersected significant Cu mineralization in multiple holes.

Reconnaissance geological mapping and sampling was conducted in May of 2019, the results of which are summarized in a subsequent news release. A total of $40,756 worth of assessment work was filed on the property. The claims are now good until December 30, 2022.

ArcWest announced an earn-in and joint venture agreement with Teck Resources for Teeta Creek on October 15th, 2019. Teck can earn an initial 60% interest ("First Option") in the Property by funding over a threeyear period cumulative exploration expenditures and cash payments of $3,000,000 and $250,000, respectively, including a minimum of 1,000 meters of drilling. A minimum exploration expenditure of $500,000 is required before December 31, 2020. ArcWest granted to Teck a three-month extension to the December 31st deadline in return for an upfront payment of future cash payments as per the Teeta Creek definitive agreement totaling $125,000.

Teck completed an approximately 1,000 m drill program at Teeta Creek in February, 2021. Results for the program are pending.

NVI

ArcWest's 100% owned, road accessible NVI porphyry Cu-Mo-Au project is located approximately 16 km southwest of BHP-Billiton's past producing Island Copper porphyry Cu-Mo-Au mine, and approximately 40 km south of NorthIsle Copper and Gold Inc.'s advanced stage Hushamu porphyry Cu-Au. The 6,884 hectare NVI property was staked to cover a zone of porphyry Cu style veining discovered by ArcWest geologists on its west side (NVI showing; see ArcWest August 23rd press release), multiple historic Cu occurrences on its east side, and a large belt of Miocene volcanic-intrusive centres that have recently been recognized as prospective for porphyry Cu-Au mineralization. Similarly aged centres in northern Vancouver Island are host to significant porphyry Cu-Mo-Au mineralization, including ArcWest's nearby Teeta Creek project, which was optioned to Teck in an earn-in agreement announced on October 15, 2019.

ArcWest announced an earn-in and joint venture agreement with Teck Resources for NVI on December 20, 2019. Teck can earn an initial 60% interest ("First Option") in the Property by funding over a four-year period cumulative exploration expenditures of $2,000,000 and staged cash payments of $150,000. A minimum exploration expenditure of $150,000 is required before January 15, 2021.

Teck has completed desktop studies, geological mapping, geochemical sampling and initial permitting activities on the project. Results are pending.

Investors are cautioned that ArcWest has not verified the historic data from the any of the Todd Creek, Willoughby, Oweegee, Oxide Peak, Eagle, Huckleberry, NVI, Rip, Sparrowhawk or Teeta Creek properties. The true widths of any of the properties' drill intersections are unknown at this time.

Historical assays have not been verified by ArcWest but have been cited from sources believed to be reliable. ArcWest's disclosure of a technical or scientific nature has been reviewed and approved by Nigel Luckman, PGeo, Chief Operating Officer, who serves as a Qualified Person under the definition of National Instrument 43-101.

Results of Operations

The Company incurred income of $15,971 ($0.00 per share) for the three months ended June 30, 2021 compared to $2,811 ($0.00 per share) for the three months ended June 30, 2020.

Selected Financial Information

The following table represents selected financial information for the Company's three and six months ended June 30, 2021 and 2020:

Selected Statement of Operations Data

Three months ended Six months ended
June 30 June 30
2021 2020 2021 2020
Comprehensive Income (loss) $15,971 $2,811 ($157,112) ($185,170)
Weighted Average Shares Outstanding 82,526,150 62,686,150 82,526,150 62,578,415
Earnings (loss) per Share $0.00 $0.00 $(0.00) $(0.00)

Three months ended June 30, 2021

The Company incurred income of $15,971 ($0.00 per share) for the three months ended June 30, 2021 compared to $2,811 ($0.00 per share) for the three months ended June 30, 2020. The expenses with significant differences from the prior year quarterly period are discussed below:

Office and miscellaneous - $44,830 (2020 - $70,566) – The office and miscellaneous costs have decreased during the three months ended June 30, 2021 primarily due to a decrease in salaries expensed through the statement of comprehensive loss of $26,995 as compared to the prior year quarterly period.

Share-based payments - $33,197 (2020 - $1,474) – The increase in share-based payments is the result of options being granted in the first quarter of 2021. This resulted in a share-based payment expense for Q2 2021 related to the vesting of these options over the period.

Other income - $14,717 (2020 – $nil) – During the three months ended June 30, 2021, $25,000 was received as an option payment on the Northern Vancouver Island property. As the option payment received in 2021 was more than what had been previously capitalized to the property, $10,283 was credited to the property and $14,717 was included in other income on the Statement of Comprehensive Loss.

Six months ended June 30, 2021

The Company incurred a loss of $157,112 ($0.00 per share) for the six months ended June 30, 2021 compared to a loss of $185,170 ($0.00 per share) for the six months ended June 30, 2020. The expenses with significant differences from the prior year quarterly period are discussed below:

Investor relations - $8,683 (2020 - $60,658) – The investor relations costs have decreased during the six months ended June 30, 2021 as the Company decreased its marketing and investor relations activities during the period principally due to attending fewer conferences.

Share-based payments - $110,693 (2020 - $13,564) – The increase in share-based payments is the result of options being granted during the six months ended June 30, 2021.

Gain on marketable securities - $114,293 (2020 – 80,015) – During the six months ended June 30, 2021, the gain on marketable securities was the result of a realized gain on TDG Gold shares of $50,580 and an unrealized gain of $10,000 on the P2 Gold shares, an unrealized gain of $132,500 on Wedgemount Resources shares, and offset by an unrealized loss of $78,787 on the TDG Gold shares. During the six months ended June 30, 2020, 350,000 shares of Strikepoint Gold Inc. were sold for a realized loss of $16,485. As at June 30, 2020, the remaining shares held by the Company were fair-valued and this resulted in an unrealized gain of $96,500.

Selected Statement of Financial Position Data

June 30, 2021 Dec 31, 2020
Cash and cash equivalents $2,474,195 $2,518,147
Net working capital $2,981,075 $3,077,668
Total assets $6,675,406 $6,718,386
Long term liabilities $30,000 $30,000

Quarterly Information

The following table presents the Company's quarterly results for the periods ending September 30, 2019 to June 30, 2021 inclusive:

(unaudited) 2021 Q2 2021 Q1 2020 Q4 2020 Q31
Total Assets $6,675,406 $6,638,741 $6,718,386 $6,645,054
Working capital $2,981,075 $2,938,112 $3,077,668 $3,076,363
(Loss) income for the period $15,971 ($173,083) $58,234 ($118,820)
Loss per share 0.00 ($0.00) $0.00 ($0.00)
(unaudited) 2020 Q2 2020 Q1 2019 Q4 2019 Q3
Total Assets $4,916,198 $4,869,307 $4,944,055 $5,132,235
Working Capital $611,884 $669,951 $943,079 $1,076,849
Loss for the period $2,811 ($187,981) ($225,239) ($319,190)
Loss per share $0.00 ($0.00) ($0.00) ($0.01)

Note 1: Cash and cash equivalents, net working capital, and total assets increased in 2020 due to the private placement of 19,350,000 units ("Units") at a price of $0.10 per Unit for gross proceeds of $1,935,000 that occurred during the period.

Liquidity and Capital Resources

As at June 30, 2021, the Company had a cash balance of $2,474,195 and a working capital position of $2,981,075 as compared to a cash balance of $2,518,147 and a working capital position of $3,077,668 as at December 31, 2020. The decrease in cash and cash equivalents at June 30, 2021 compared to December 31, 2020 was primarily due to the following:

Operating activities – Cash used in operating activities for the six months ended June 30, 2021 was $151,599 (2020 - $98,508). The cash used in operating activities was due to the net loss offset by an increase in items not affecting cash such as share-based payments.

Investing activities – Cash provided by investing activities for the six months ended June 30, 2021 was $107,647 (2020 – cash used $127,490). The increase in cash was due to the Company's sale of certain marketable securities during the period.

Capital expenditures – During the six months ended June 30, 2021 cash deferred exploration and evaluation costs of $162,643 were spent on the properties (2020 - $160,005).

Related party transactions

During three and six months ended June 30, 2021 and 2020, the Company entered into the following transactions with related parties:

• The Company paid consulting fees of $nil and $nil (2020 - $nil and $6,000) to Tanun Holdings Ltd., a company controlled by the spouse of John Meekison, the Chief Financial Officer and director of the Company.

  • For accounting purposes, executive compensation is split between exploration project activities (which is capitalized to mineral properties) and administrative activities which is allocated to office and administrative expense. Accordingly, the Company paid salaries and wages of $111,250 and $222,500 (2020 - $111,250 and $216,667) to the Chief Financial Officer, Chief Executive Officer, the Chief Operating Officer and the Vice President of Exploration of the Company. Of this amount, $155,312 (2020 - $146,927) was capitalized to the mineral properties and $67,188 (2020 - $69,740) is included in office and administrative expenses for the six months ended June 30, 2021.
  • Included in share-based payment is $20,377 and $62,321 (2020 $nil and $5,783) relating to directors and officers of the Company.

As at June 30, 2021, $7,400 (December 31, 2020 - $5,058) is owed to related parties and included in accounts payable (Note 7).

Key management includes directors and executive officers of the Company. Other than the amounts disclosed above, there was no other compensation paid or payable to key management for employee services for the reported periods.

Financial Instruments and Capital Risk Management

As at June 30, 2021, the Company's financial instruments are comprised of cash and cash equivalents, marketable securities, receivables, accounts payable, and loan payable. The fair value of these financial instruments approximates their carrying value, unless otherwise noted.

The Company thoroughly examines the various financial instruments and risks to which it is exposed and assesses the impact and likelihood of those risks. These risks include foreign currency risk, interest rate risk, credit risk, and liquidity risk. Where material, these risks are reviewed and monitored by the Board of Directors.

There have been no changes in any risk management policies since December 31, 2020.

Capital management

Capital is comprised of the Company's shareholders' equity and any debt that it may issue. As at June 30, 2021, the Company's shareholders' equity was $6,587,832 and it had $57,574 in current liabilities. The Company's objectives when managing capital are to maintain financial strength and to protect its ability to meet its on-going liabilities, to continue as a going concern, to maintain creditworthiness and to maximize returns for shareholders over the long term. Protecting the ability to pay current and future liabilities includes maintaining capital above minimum regulatory levels, current financial strength rating requirements and internally determined capital guidelines and calculated risk management levels. The Company is not subject to any externally imposed capital requirements.

Off Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

Investor Relations

The Company has no investor relations agreements.

Accounting policies

The condensed interim financial statements have been prepared on a basis consistent with the significant accounting policies disclosed in the annual financial statements for the year ended December 31, 2020. Accordingly, they should be read in conjunction with the annual financial statements for the year ended December 31, 2020.

Outstanding Share Data

Shares Outstanding:

As at August 30, 2021 the Company had the following shares outstanding:

- Class Common Shares
- Authorized Unlimited, without par value
- Issued and outstanding: 82,526,150

Warrants Outstanding:

As at August 30, 2021 the Company had outstanding warrants enabling the holders to acquire common shares as follows:

Share Purchase Warrants: 37,675,000
Finder's Warrants: 1,906,100
Total Warrants: 39,581,100

Share Purchase Warrant and Finder's Warrants entitle the holder to acquire additional shares as follows:

  • (1) 23,884,100 at a price of $0.15 per share for a period of three years expiring August 23, 2021,
  • (2) 903,000 at a price of $0.15 per share for a period of 1 year expiring August 28, 2021,
  • (3) 5,119,000 at a price of $0.15 per share for a period of three years expiring September 13, 2021,
  • (4) 9,675,000 at a price of $0.15 per share for a period of three years expiring August 28, 2023.

Options Outstanding:

As at August 30, 2021 the Company had outstanding stock options enabling the holders to acquire common shares as follows:

Number Exercise
of Shares Price Expiry Date
4,400,000 $0.15 October 22, 2023
480,000 $0.10 April 2, 2024
1,865,000 $0.105 January 13, 2026
6,745,000

Risks and Uncertainties

For a comprehensive list and discussion of the risks and uncertainties which may have an impact on the Company, readers are referred to the Company's filing statement which was filed on SEDAR on July 25, 2013 and is available for review at: www.sedar.com.

Management's Responsibility for Financial Statements

The Company's management is responsible for presentation and preparation of the financial statements and the MD&A. The MD&A have been prepared in accordance with the requirements of securities regulators, including National Instrument 51-102 of the Canadian Securities Administrators.

The financial statements and information in the MD&A necessarily include amounts based on informed judgments and estimates of the expected effects of current events and transactions with appropriate consideration to materiality. In addition, in preparing the financial information, we must interpret the requirements described above, make determinations as to the relevancy of information included, and make estimates and assumptions that affect reported information.

The MD&A also includes information regarding the impact of current transactions and events, sources of liquidity and capital resources, operating trends, risks and uncertainties. Actual results in the future may differ materially from our present assessment of this information because future events and circumstances may not occur as anticipated.

Additional Disclosure for Venture Issuers Without Significant Revenue – Mineral Property Expenditures

Northern
Oweegee Todd Creek Oxide Peak Eagle Rip Teeta Creek Sparrowhawk VancouverIsland Huckleberry Total
$ $ $ $ $ $ $ $ $
Balance, December 31, 2019 1,129,259 1,250,453 446,677 309,842 303,025 247,837 113,416 5,377 14,932 3,820,818
Environmental and permitting 2,000 2,000 - - - - - - - 4,000
Field support - 820 - - - - - - - 820
Geochemistry and geology 1,681 3,023 (80) 14,285 1,820 - 4,290 - - 25,019
Option payments (Note 9) - 137,255 - - - - - - - 137,255
Staking - - - - 9,629 - - - - 9,629
Travel and accommodation fees - 920 - 521 - - - - 2,361
Wages and salaries (Note 11) 67,156 87,625 10,625 27,656 9,219 5,594 24,469 3,281 5,990 241,615
1,200,096 1,482,096 457,222 352,304 323,693 253,431 143,095 8,658 20,922 4,241,517
Option payments received - (220,000) (375,644) (18,000) - (125,000) - - - (738,644)
Balance, December 31, 2020 1,200,096 1,262,096 81,578 334,304 323,693 128,431 143,095 8,658 20,922 3,502,873
Geochemistry and geology 1,050 2,625 5,380 - 4,358 1,820 3,945 - 1,190 20,368
Travel and accommodation fees 5,071 1,045 - - 1,110 - - - - 7,226
Wages and salaries (Note 11) 36,812 18,000 22,438 21,562 24,469 10,000 15,844 1,625 4,562 155,312
1,243,029 1,283,766 109,396 355,866 353,630 140,251 162,884 10,283 26,674 3,685,779
Option payments received (12,500) - - (109,980) - - - (10,283) - (132,763)
Balance, June 30, 2021 1,230,529 1,283,766 109,396 245,886 353,630 140,251 162,884 - 26,674 3,553,016

As at June 30, 2021 and December 31, 2020, the Company has capitalized the following acquisition and exploration costs: