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Artificial Intelligence Ventures Incorporated — Interim / Quarterly Report 2021
Jan 30, 2021
46604_rns_2021-01-29_028df3bd-4161-4a80-867c-57a28b585da9.pdf
Interim / Quarterly Report
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ESG GLOBAL IMPACT CAPITAL INC.
(formerly Block One Capital Inc.) Consolidated Interim Financial Statements Three Months Ended November 30, 2020 (Unaudited - Expressed in Canadian dollars)
ESG GLOBAL IMPACT CAPITAL INC.
(formerly Block One Capital Inc.)
Condensed Interim Consolidated Statements of Financial Position (Unaudited - Expressed in Canadian dollars)
| November 30, | August 31, | |
|---|---|---|
| 2020 | 2020 | |
| $ | $ | |
| Assets | ||
| Current assets | ||
| Cash | 425,400 | 932,982 |
| Investments (Note 3) | 5,147,565 | 3,375,837 |
| Amounts receivable | 37,650 | 31,932 |
| Loans receivable (Note 4) | 557,162 | 546,700 |
| Prepaid expenses | 46,590 | 33,590 |
| 6,214,367 | 4,921,041 | |
| Investments (Note 3) | 6,388,000 | 6,388,000 |
| Total assets | 12,602,367 | 11,309,041 |
| Liabilities | ||
| Current liabilities | ||
| Bank indebtedness | 30 | 8,180 |
| Accounts payable and accrued liabilities | 119,233 | 203,448 |
| Notes payable (Note 5) | 208,675 | 204,925 |
| Due to related party (Note 6) | 19,000 | 11,500 |
| Total liabilities | 346,938 | 428,053 |
| Shareholders’ equity | ||
| Share capital | 18,366,592 | 18,366,592 |
| Share-based payment reserve | 1,729,772 | 1,729,772 |
| Preferred shares | 6,388,000 | 6,388,000 |
| Deficit | (14,228,935) | (15,603,376) |
| Shareholders’equity | 12,255,429 | 10,880,988 |
| Total liabilities and shareholders’ equity | 12,602,367 | 11,309,041 |
Nature of operations and continuance of business (Note 1)
Approved for issuance on behalf of the Board of Directors on January 29, 2021:
| /s/‘David Berg’ David Berg, Director |
/s/‘Christopher Cherry |
|---|---|
| Christopher Cherry, Director |
(The accompanying notes are an integral part of these consolidated financial statements)
3
ESG GLOBAL IMPACT CAPITAL INC.
(formerly Block One Capital Inc.)
Condensed Interim Consolidated Statements of Operations and Comprehensive Loss (Unaudited - Expressed in Canadian dollars)
| Three months | Three months | |
|---|---|---|
| ended | ended | |
| November 30, | November 30, | |
| 2020 | 2019 | |
| $ | $ | |
| Interest revenue | 10,446 | 6,451 |
| Expenses | ||
| Consulting fees | 103,668 | 20,841 |
| General and administrative | 865 | 2,866 |
| Investor relations | 3,001 | – |
| Professional fees | 25,000 | 10,000 |
| Travel | – | 7,256 |
| Total expenses | 132,534 | 40,983 |
| Loss before other income (expense) | (122,088) | (34,532) |
| Other income (expense) | ||
| Adjustments to fair value of investments (Note 3) | (65,769) | (155,268) |
| Interest expense | (3,727) | (3,750) |
| Gain (loss) on sale of investments (Note 3) | 1,566,025 | (92,630) |
| Total other income (expense) | 1,496,529 | (251,648) |
| Net income(loss)and comprehensive income(loss)for theperiod | 1,374,441 | (286,180) |
| Earning (Loss) per share | ||
| Basic(Note 7(d)) | 0.08 | (0.00) |
| Weighted average number of shares outstanding | ||
| Basic(Note 7(d)) | 29,467,761 | 22,182,761 |
(The accompanying notes are an integral part of these consolidated financial statements)
4
ESG GLOBAL IMPACT CAPITAL INC.
(formerly Block One Capital Inc.)
Condensed Interim Consolidated Statements of Changes in Equity (Unaudited - Expressed in Canadian dollars)
| Share- based payment reserve $ Deficit $ Total shareholders’ equity $ Share capital Share subscriptions receivable $ Number of shares Amount $ Preferred shares $ |
|
|---|---|
| Balance, August 31, 2019 Net loss for the period |
22,182,761 17,819,877 1,492,522 – – (17,400,411) 1,911,988 – – – – – (286,180) (286,180) |
| Balance, November 30, 2019 | 22,182,761 17,819,877 1,492,522 – –(17,686,180) 1,625,808 |
| Balance, August 31, 2020 Net income for the period |
29,467,761 18,366,592 1,729,772 – 6,388,000 (15,603,376) 10,880,988 – – – – – 1,374,441 1,374,441 |
| Balance,November 30,2020 | 29,467,761 18,366,592 1,729,772 – 6,388,000(14,228,935) 12,255,429 |
(The accompanying notes are an integral part of these consolidated financial statements)
5
ESG GLOBAL IMPACT CAPITAL INC.
(formerly Block One Capital Inc.) Condensed Interim Consolidated Statements of Cash Flows (Unaudited Expressed in Canadian dollars)
| ESG GLOBAL IMPACT CAPITAL INC. (formerly Block One Capital Inc.) Condensed Interim Consolidated Statements of Cash Flows (Unaudited Expressed in Canadian dollars) |
||
|---|---|---|
| Three months | Three months | |
| ended | ended | |
| November 30, | November 30, | |
| 2020 | 2019 | |
| $ | $ | |
| Operating activities | ||
| Net income (loss) for the year | 1,374,441 | (286,180) |
| Items not involving cash: | ||
| Adjustments to fair value of investments | 65,769 | 152,268 |
| Finance cost | 3,727 | – |
| Finance income | (10,446) | – |
| Loss on sale of investments | (1,566,025) | 92,630 |
| Changes in non-cash operating working capital: | ||
| Amounts receivable | (5,718) | (7,466) |
| Prepaid expenses | 13,000 | 18,671 |
| Accounts payable and accrued liabilities | (84,216) | 17,241 |
| Due to relatedparty | 7,500 | – |
| Net cash used in operatingactivities | (201,968) | (9,836) |
| Investing activities | ||
| Acquisition of investments | (2,540,985) | (19,125) |
| Proceeds from sale of investments | 2,243,521 | 45,061 |
| Net cash used in investingactivities | (297,464) | 25,936 |
| Financing activities | ||
| Bank indebtedness | (8,150) | – |
| Proceeds from issuance of common shares and share subscriptions | – | – |
| Net cashprovided byfinancingactivities | (8,150) | – |
| Change in cash | (507,582) | 16,100 |
| Cash,beginningofperiod | 932,982 | 1,037,369 |
| Cash, end ofperiod | 425,400 | 1,053,469 |
(The accompanying notes are an integral part of these consolidated financial statements)
6
ESG GLOBAL IMPACT CAPITAL INC. (formerly Block One Capital Inc.) Notes to the Condensed Interim Consolidated Financial Statements For the three-month period November 30, 2020 (Unaudited - Expressed in Canadian dollars)
1. Nature of Operations and Going Concern
ESG Global Impact Capital Inc. (the “Company”) was incorporated on February 10, 2010 pursuant to the Canada Business Corporations Act and was continued under the Business Corporations Act (British Columbia) on February 14, 2017. The Company completed its initial public offering (“IPO”) on December 7, 2010, and is listed on the TSX-V under the symbol "ESGW". On April 24, 2020, the Company changed its name from Block One Capital Inc. to ESG Global Impact Capital Inc. and the Company consolidated the issued and outstanding shares of the Company on a one new share for three old share basis resulting in an outstanding shares of 22,182,761. The share consolidation affects all issued and outstanding common shares, options and warrants. All information relating to basic and diluted earnings per share, issued and outstanding common shares, share options and warrants, and per share amounts in these consolidated financial statements have been adjusted retrospectively to reflect the share consolidation.
The Company’s stated business goal is to build a portfolio of investments, with a view to participating in income and capital growth from the ultimate sale or other disposal of those investments.
These consolidated financial statements have been prepared on the going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. During the period ended November 30, 2020, the Company used cash of $201,966 for operating activities. As at November 30, 2020, the Company has an accumulated deficit of $14,228,935 (2019 - $17,686,591). The continued operations of the Company are dependent on its ability to generate future cash flows or obtain additional financing. Management is of the opinion that sufficient working capital will be obtained from external sources to meet the Company’s liabilities and commitments as they become due, although there is a risk that additional financing will not be available on a timely basis or on terms that are suitable to the Company. These factors indicate the existence of a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern. These financial statements do not reflect any adjustments that may be necessary if the Company is unable to continue as a going concern.
COVID-19
In March 2020, there was a global outbreak of COVID-19 (coronavirus), which has had a significant impact on businesses through the restrictions put in place by the Canadian, provincial and municipal governments regarding travel, business operations and isolation/quarantine orders. It is unknown the extent of the impact the COVID-19 outbreak may have on the Company as this will depend on future developments that are highly uncertain and that cannot be predicted with confidence. These uncertainties arise from the inability to predict the ultimate geographic spread of the disease, and the duration of the outbreak, including the duration of travel restrictions, business closures or disruptions, and quarantine/isolation measures that are currently, or may be put, in place by Canada and other countries to fight the virus.
2. Significant Accounting Policies
- (a) Statement of Compliance, Basis of Presentation and Principles of Consolidation
The accompanying financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”).
These financial statements have been prepared on a historical cost basis, except for certain investments in equity securities and certain assets, each of which are measured at fair value as determined at each reporting date. In addition, these financial statements have been prepared using the accrual basis of accounting, except for cash flow information. These financial statements are presented in Canadian dollars, which is the Company’s functional currency.
These consolidated financial statements include the financial statements of the Company and Soilgenic Nutrients Inc. a subsidiary wholly owned by the Company. All intercompany transactions have been eliminated in these consolidated financial statements. Subsidiaries are fully consolidated from the date on which control is obtained by the Company and are subsequently deconsolidated from the consolidated financial statements on the date that control ceases.
7
ESG GLOBAL IMPACT CAPITAL INC. (formerly Block One Capital Inc.) Notes to the Condensed Interim Consolidated Financial Statements For the three-month period November 30, 2020 (Unaudited - Expressed in Canadian dollars)
2. Significant Accounting Policies (continued)
- (b) Use of Estimates and Judgments
The preparation of these financial statements in conformity with IFRS requires the Company’s management to make judgments, estimates, and assumptions that affect the application of accounting policies and reported amounts of assets, liabilities, revenues, and expenses. 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 and in any future periods affected. The judgements, estimates and assumptions applied in the condensed interim consolidated financial statements, including key sources of estimation uncertainty, were the same as those applied in the last annual consolidated financial statements for the years ended August 31, 2020 and 2019.
- (c) Investment in mineral properties
The Company’s investment in mineral properties are currently in exploration and evaluation phase or in preparation for their development. The Company defers all expenditures related to its mineral properties once the legal rights to a property have been acquired. Exploration costs incurred prior to acquiring the legal rights to a property are charged to operations as general exploration expense.
Exploration costs that are not attributable to a specific property are charged to operations as general exploration expense. Mineral property option proceeds, if received, are credited against the deferred costs incurred by the Company on the property or properties being optioned. Under this method, the amounts shown as mineral property represent net costs incurred to date less amounts amortized and/or written off, and do not necessarily represent present or future values.
Although the Company has taken steps to verify title to the mining properties in which it holds an interest, in accordance with industry practices for the current stage of exploration and development of such properties, these procedures do not guarantee the validity of the Company’s titles. Property titles may be subject to unregistered prior agreements and non-compliance with regulatory requirements.
Exploration and evaluation assets are assessed for impairment when facts and circumstances suggest that the carrying amount of any such assets may exceed their recoverable amount. When facts and circumstances suggest that the carrying amount exceeds the recoverable amount, the Company shall measure, present and disclose any resulting impairment loss.
The recovery of costs of mining claims and deferred exploration is dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete exploration and development and future profitable production or proceeds from disposition of such properties.
Management performs impairment tests on exploration and evaluation assets before the assets are transferred to development properties. If the properties are put into commercial production, the expenditures will be depleted using the unit of production basis. If the properties are impaired, sold or abandoned, the expenditures will be charged to operations in the related period.
- (d) Revenue Recognition
As an investment company, the Company may earn revenue in the form of interest or dividends which derive from its investments or from cash on hand. Investment income includes interest, dividends, and realized gains on the sale of investments. Revenue is recognized in accordance with IFRS 15, Revenues , only when: (i) the borrower can be identified; (ii) the performance obligations in the contract can be identified; (iii) the transaction price has been determined; (iv) the transaction price can be allocated to the performance obligations in the contract; and (v) when the entity satisfied a performance obligation.
- (e) Other Significant accounting policies
The accounting policies applied in these condensed interim consolidated financial statements were the same as those applied in the annual consolidated financial statements for the years ended August 31, 2020 and 2019.
8
ESG GLOBAL IMPACT CAPITAL INC.
(formerly Block One Capital Inc.)
Notes to the Condensed Interim Consolidated Financial Statements
For the three-month period November 30, 2020 (Unaudited - Expressed in Canadian dollars)
3. Investments
| Balance, August 31, 2020 |
Acquisitions | Impairments and Dispositions |
Adjustments to fair value |
Balance, November 30, 2020 |
|
|---|---|---|---|---|---|
| $ | $ | $ | $ | $ | |
| Equities | |||||
| AbraPlata Resources Corp. | 105,000 | - | (16,667) | (88,333) | - |
| Affirmative Technology Group LLC | - | - | - | - | - |
| AIML Resources Inc. | 319,580 | - | - | (118,810) | 200,770 |
| Arcpacfic Resources Corp. | - | 50,100 | - | 9,900 | 60,000 |
| Aurora Cannabis Inc. | - | 98,738 | (49,369) | 26,881 | 76,250 |
| Aurania Resources Ltd. | - | 129,000 | - | (16,200) | 112,800 |
| BlockTech Ventures Inc. | - | - | - | - | - |
| BlueBird Battery Minerals Inc. | - | - | - | - | - |
| Bullion Gold Resources | - | 81,210 | - | (81,210) | - |
| Cloud MD | - | - | - | - | - |
| Contakt World Tech | - | 25,000 | - | (1,750) | 23,250 |
| Columbus Energy Ltd. | 28,000 | - | - | 14,000 | 42,000 |
| Cuipo OMAAT Ltd | - | - | - | - | - |
| Cypress Hills Resource Cop. | - | 57,283 | - | (2,833) | 54,450 |
| District Mines Ltd. | 1,503 | - | - | - | 1,503 |
| East Africa Metals Inc. | 84,000 | 195,883 | - | 26,367 | 306,250 |
| Everyday People Financial Inc. | 375,000 | - | - | - | 375,000 |
| Else Nutrition | - | 202,500 | - | 241,200 | 443,700 |
| Finzat Block LLC | - | - | - | - | - |
| Flurotech Ltd. | - | - | - | - | - |
| Gold Port Corporation | 80,000 | - | - | (80,000) | - |
| HashChain Technology Inc. | - | - | - | - | - |
| Hybrid Minerals Inc. | 190,950 | 85,000 | - | 199,550 | 475,500 |
| Idaho Champion Gold Mines | 23,375 | - | - | (7,225) | 16,150 |
| Integrated Cannabis Company Inc. | - | 235,582 | (11,779) | 46,947 | 270,750 |
| Karma Technologies | - | - | - | - | - |
| Kanadario Gold Inc. | - | 236,609 | - | 71,516 | 308,125 |
| King Global Ventures | 240,475 | - | - | 240,475 | 480,950 |
| Leanlife Health Inc | - | - | - | - | - |
| Mantaro Silver Corporation | 0 | 70,000 | - | - | 70,000 |
| Prospera Energy Inc. | - | - | - | - | - |
| Promis Neurosciences Inc. | - | 120,000 | - | (4,200) | 115,800 |
| Risetech Cap Corp | - | - | - | - | - |
| Rhyolite Resources Ltd. | - | 82,695 | - | (8,695) | 74,000 |
| Rockshield | 13,500 | - | - | 4,500 | 18,000 |
| Royal Gold | 64,000 | 208,190 | - | 105,960 | 378,150 |
| Sassy Res Corp | 54,000 | 125,180 | - | (24,180) | 155,000 |
9
ESG GLOBAL IMPACT CAPITAL INC.
(formerly Block One Capital Inc.)
Notes to the Condensed Interim Consolidated Financial Statements For the three-month period November 30, 2020 (Unaudited - Expressed in Canadian dollars)
| Shopin | - | - | - | - | - |
|---|---|---|---|---|---|
| The Very Good Food Co Inc. | 765,000 | - | (535,000) | (230,000) | - |
| True North Gems Inc. | - | - | - | - | - |
| Vext Science Inc. | - | 45,000 |
- | 38,750 | 83,750 |
| Vinergy Resources Ltd. | 1,950 | 42,000 |
- | 73,250 | 117,200 |
| Volcanic Gold Mines Inc. | - | 55,000 |
- | (16,500) | 38,500 |
| Xander Resources Inc. | 312,300 | - | - | (166,050) | 146,250 |
| Yorkton Ventures Inc. | 244,312 | - | - | 29,048 | 273,360 |
| Zaap | - | 50,000 |
- | - | 50,000 |
| Zonetail Inc. | - | - | - | - | - |
| Total Equities | 2,902,945 | 2,194,970 | (612,815) | 282,358 | 4,767,458 |
| Warrants | |||||
| Australis Capital Corp | - | - | - | - | - |
| Aurora Cannabis Inc. | - | 4,689 | - | 35,518 | 40,207 |
| Aurania Resources Ltd. | - | 1,500 | - | 18,000 | 19,500 |
| CloudMD | 172,376 | (64,682) | (107,694) | - | |
| Else Nutrition | - | 9,900 | - | 71,100 | 81,000 |
| Gold Port Corporation | - | - | - | 80,000 | 80,000 |
| Idaho Champion Gold | 6,381 | - | - | (6,381) | - |
| King Global Ventures Warrants | 131,439 | - | - | (131,439) | - |
| The Very Good Food Co Inc. | 82,963 | - | - | (82,963) | - |
| Vext Science Inc. | - | 50,595 | - | 46,905 | 97,500 |
| Xander Resources Inc. | 28,453 | - | - | (18,553) | 9,900 |
| Yorkton Ventures Inc. | 51,280 | - | - | 720 | 52,000 |
| Total Warrants | 472,892 | 66,684 | (64,682) | (94,787) | 380,107 |
| Total Investments | 3,375,837 | 2,261,654 | (677,497) | 187,571 | 5,147,565 |
10
ESG GLOBAL IMPACT CAPITAL INC.
(formerly Block One Capital Inc.)
Notes to the Condensed Interim Consolidated Financial Statements
For the three-month period November 30, 2020 (Unaudited - Expressed in Canadian dollars)
3. Investments (continued)
| 3. Investments(continued) |
|||||
|---|---|---|---|---|---|
| Balance, August 31, 2019 |
Acquisitions | Impairments and Dispositions |
Adjustments to fair value |
Balance, August 31, 2020 |
|
| $ | $ | $ | $ | $ | |
| Equities | |||||
| AbraPlata Resources Corp. | 80,570 | - |
(60,067) | 84,497 | 105,000 |
| Affirmative Technology Group LLC | 1 | - |
- | (1) |
- |
| AIML Resources Inc. | - | 275,500 |
- | 44,080 | 319,580 |
| BlockTech Ventures Inc. | 1 | - |
(1) | - | - |
| BlueBird Battery Minerals Inc. | 89,600 | - |
(233,958) | 144,358 | - |
| Cloud MD | 49,600 | 294,811 |
(380,055) | 35,644 | - |
| Columbus Energy Ltd. | 32,000 | - |
- | (4,000) |
28,000 |
| Cuipo OMAAT Ltd | 1 | - | - | (1) |
- |
| District Mines Ltd. | 2,442 | - |
- | (939) |
1,503 |
| East Africa Metals Inc. | - | 97,748 |
- | (13,748) |
84,000 |
| Everyday People Financial Inc. | 1 | - |
- | 374,999 |
375,000 |
| Finzat Block LLC | 1 | - |
- | (1) |
- |
| Flurotech Ltd. | 5,980 | - |
(11,301) | 5,321 | - |
| Gold Port Corporation | 18,800 | - |
(833) | 62,033 | 80,000 |
| HashChain Technology Inc. | 50,100 | - |
(1,202,400) | 1,152,300 | - |
| Hybrid Minerals Inc. | 18,450 | - |
(11,613) | 184,113 | 190,950 |
| Idaho Champion Gold Mines | - | 25,500 |
- | (2,125) | 23,375 |
| Integrated Cannabis Company Inc. | 62,208 | - |
(27,348) | (34,859) | - |
| Karma Technologies | 1 | - |
- | (1) | - |
| King Global Ventures | 108,570 | 90,000 |
- | 41,905 | 240,475 |
| Leanlife Health Inc | - | 50,270 |
(49,730) | (540) | - |
| Prospera Energy Inc. | 35,000 | - |
(46,573) | 11,573 | - |
| Risetech Cap Corp | 1,000 | - | (1,000) | - | - |
| Rockshield | 24,000 | - | - | (10,500) | 13,500 |
| Royal Gold | 95,200 | 51,470 | (4,562) | (78,108) | 64,000 |
| Sassy Res Corp | - | 62,733 | - | (8,733) | 54,000 |
| Shopin | 1 | - | - | (1) | - |
| The Very Good Food Co Inc. | - | 410,000 | (75,000) | 430,000 | 765,000 |
| True North Gems Inc. | 3,426 | - | (12,265) | 8,839 | - |
| Vinergy Resources Ltd. | 21,450 | - | - | (19,500) | 1,950 |
| Xander Resources Inc. | 55,493 | 141,480 | - | 115,327 | 312,300 |
| Yorkton Ventures Inc. | 57,725 | 40,000 | - | 146,588 | 244,312 |
| Zonetail Inc. | 3,500 | - | (16,000) | 12,500 | - |
| Total Equities | 815,120 | 1,539,513 | (2,132,706) | 2,681,018 | 2,902,945 |
| Warrants | |||||
| Australis Capital Corp | 95,700 | - | (291,460) | 195,760 | - |
| CloudMD | - | 64,682 | - | 107,694 | 172,376 |
| Gold Port Corporation | - | - | - | - | - |
| Idaho Champion Gold | - | - | - | 6,381 | 6,381 |
| King Global Ventures Warrants | - | - | - | 131,439 | 131,439 |
| The Very Good Food Co Inc. | - | - | - | 82,963 | 82,963 |
| Xander Resources Inc. | - | - | - | 28,453 | 28,453 |
| Yorkton Ventures Inc. | - | - | - | 51,280 | 51,280 |
| Total Warrants | 95,700 | 64,682 | (291,460) | 603,970 | 472,892 |
| Total Investments | 910,820 | 1,604,197 | (2,424,166) | 3,284,988 | 3,375,837 |
11
ESG GLOBAL IMPACT CAPITAL INC. (formerly Block One Capital Inc.) Notes to the Condensed Interim Consolidated Financial Statements For the three-month period November 30, 2020 (Unaudited - Expressed in Canadian dollars)
3. Investments (continued)
The Company’s investments are comprised of the following debt and equity instruments:
- (a) District Mines Ltd. ("District") (formerly Catalina Gold Corp. (“Catalina”) and Valparaiso Technologies Inc.)
On February 19, 2014, the Company acquired a convertible debenture of Catalina for $25,050, where the debenture is convertible into common shares of Catalina at $0.033 per common share. As consideration for investing in the convertible debenture of Catalina, the Company received an additional 751,500 common shares of Catalina. On March 18, 2014, the Company exercised its right to convert the debenture into 751,500 common shares of Catalina. During the year ended August 31, 2015, Catalina consolidated its common shares on a one-for-four basis, where the Company’s 1,503,000 common shares of Catalina were adjusted to 375,750 common shares. During the year ended August 31, 2018, Catalina consolidated its common shares on a one-for-ten basis, where the Company’s 375,750 common shares were adjusted to 37,575 common shares. During the year ended August 31, 2020 District consolidated its common shares on a one-for-three basis, where the Company’s 37,575 common shares were adjusted to 12,525 common shares.
- (b) King Global Ventures Inc. (“King Global”) (formerly Rosita Mining Corp. (“Rosita”))
On June 27, 2016, the Company acquired 487,000 common shares of Rosita for $31,850. On July 19, 2016, the Company acquired 2,000,000 units of Rosita for $100,000. Each unit consisted of one common share and one share purchase warrant. Each whole share purchase warrant is exercisable into one common share at a price of $0.055 per share for two years. In June 2017, the Company acquired 650,000 common shares of Rosita for $19,605. During the year ended August 31, 2018, the Company acquired 1,340,000 common shares of Rosita for $114,858, exercised 400,000 warrants for $22,000, and sold 1,258,000 common shares for proceeds of $66,110 resulting in a gain on sale of $3,074. The remaining 1,600,000 warrants expired unexercised on July 19, 2018 resulting in an adjustment to fair value of $19,235. During the year ended August 31, 2020, the Company acquired 6,000,000 units of King Global for proceeds of $90,000. Each unit was comprised of one common share and one share purchase warrant. Each purchase warrant is exercisable into one common share at a price of $0.05 per share for a period of two years from the date of issuance, subject to King Global’s option to accelerate expiry in the event that the share price closes at, or above, $0.07 for 10 consecutive trading days. The fair value of purchase warrants is $131,439.
- (c) Columbus Energy Ltd. ("Columbus")
On November 2, 2015, the Company acquired 200,000 units of Columbus for $12,000. Each unit consisted of one common share and one share purchase warrant. Each share purchase warrant is exercisable into one common share at a price of $0.08 per share for one year. On January 4, 2017, the Company exercised the share purchase warrants of Columbus into 200,000 common shares of Columbus for $16,000 resulting in a total of 400,000 common shares.
12
ESG GLOBAL IMPACT CAPITAL INC. (formerly Block One Capital Inc.) Notes to the Condensed Interim Consolidated Financial Statements For the three-month period November 30, 2020 (Unaudited - Expressed in Canadian dollars)
3. Investments (continued)
- (d) AuQ Gold Mining Inc. (“AuQ”) (formerly, Royal Gold Mining Inc.)
During the year ended August 31, 2016, the Company acquired 3,400,000 units of AuQ for $17,000, which was subsequently consolidated on a one-for-ten basis to 340,000 units. Each unit consisted of one common share and one share purchase warrant. Each whole share purchase warrant is exercisable into one common share at a price of $0.05 per share for three years. The warrants expired unexercised. During the year ended August 31, 2020 AuQ consolidated its common shares on a onefor-four basis, where the Company’s 340,000 common shares were adjusted to 85,000 common shares.
During the year ended August 31, 2018, the Company acquired 200,000 common shares of AuQ for $9,970 and sold 74,000 common shares for proceeds of $3,730 resulting in a gain on sale of $2,165. During the year ended August 31, 2019, the Company sold 126,000 common shares for proceeds of $5,225 resulting in a gain on sale of $2,561.
During the year ended August 31, 2019, the 340,000 AuQ warrants expired unexercised, resulting in a loss of $6,717. During the year ended August 31, 2020 the Company acquired 110,000 common shares of AuQ for proceeds of $35,000. During the year the Company sold 35,000 shares of AuQ for proceeds of $18,786 resulting in a gain of $14,223. During the period ended November 30, 2020 the Company exercised 600,000 warrants at a price of $0.20 for proceeds of $120,000 and bought an additional 395,000 shares for proceeds of $88,190.
- (e) Corsurex Resource Corp. (“Corsurex”) (formerly Gold Port Resources Ltd. (“Gold Port”))
In January 2017, the Company acquired 125,000 common shares of Gold Port as part of the Plan of Arrangement of NRG.
During the year ended August 31, 2018, Corsurex consolidated its common shares on a one-forsixteen basis, where the Company’s 125,000 common shares of Corsurex were adjusted to 7,813 common shares and the Company acquired an additional 500,000 units of Corsurex for $50,000. Each unit consisted of one common share and one share purchase warrant. Each share purchase warrant is exercisable into one common share at a price of $0.20. The warrants expired unexercised. During the year ended August 31, 2020 the Company sold 7,813 shares for proceeds of $214 resulting in a loss on sale of $618.
- (f) Hybrid Minerals Inc. (“Hybrid”)
On February 6, 2017, the Company acquired 140,000 common shares of Hybrid for $22,515. On April 4, 2017, the Company acquired 475,000 units of Hybrid for $28,500. Each unit consisted of one common share and one share purchase warrant. Each share purchase warrant is exercisable at a price of $0.08 per share for a period of one year. On March 20, 2018, the warrants expired unexercised resulting in an adjustment to fair value of $63,187. During the year ended August 31, 2020 the Company sold 140,000 shares for proceeds of $2,005 resulting in a loss of $9,608. During the period ended November 30, 2020 the Company acquired 1,700,000 shares of Hybrid for proceeds of $85,000.
- (g) Vinergy Resources Ltd. (“Vinergy”)
In January 2017, the Company acquired 62,000 common shares of Vinergy for $35,525. On January 26, 2017, the Company sold 20,000 common shares of Vinergy and recognized a gain on sale of $1,795. During the year ended August 31, 2019 the Company sold 42,000 common shares of Vinergy for proceeds of $7,248 and recognized a loss on the sale of $16,818. In addition, the Company acquired an additional 130,000 common shares of Vinergy for $22,964. During the period ended November 30, 2020 the Company acquired 2,800,000 shares of Vinergy for proceeds of $42,000.
13
ESG GLOBAL IMPACT CAPITAL INC. (formerly Block One Capital Inc.) Notes to the Condensed Interim Consolidated Financial Statements For the three-month period November 30, 2020 (Unaudited - Expressed in Canadian dollars)
3. Investments (continued)
(h) Yorkton Ventures Inc. (“Yorkton”)
In November 2016, the Company acquired 44,500 common shares of Yorkton for $4,185. On December 8, 2016, the Company acquired 10,000 common shares in Yorkton for $1,200. During the year ended August 31, 2018, the Company acquired 1,100,000 common shares of Yorkton for $165,000. During the year ended August 31, 2020, the Company acquired 800,000 units of Yorkton for proceeds of $40,000. Each unit was comprised of one common share and one share purchase warrant. Each purchase warrant is exercisable into one common share at a price of $0.075 per share for a period of one year from the date of issuance. The fair value of purchase warrants is $51,280.
- (i) Integrated Cannabis Company Inc. (“Integrated”)
On June 13, 2017, the Company acquired 191,666 units of Integrated for $57,500. Each unit consisted of one common share and three-quarters of a share purchase warrant, exercisable at a price of $0.30 per share for one year which was extended for an additional year during the year ended August 31, 2018. During the year ended August 31, 2019, the Company sold 211,000 common shares of Integrated for proceeds of $91,093 and realized a net gain of $52,122. In addition, the Company exercised 143,749 warrants during the year for $43,125. During the year ended August 31, 2020 the Company sold 124,415 shares for proceeds of $15,252 resulting in a loss of $12,097. During the period ended November 30, 2020 the Company acquired 500,000 shares of Integrated for proceeds of $235,582 and sold 25,000 shares for proceeds of $13,655 realizing a gain of $1,876.
- (j) AbraPlata Resource Corp. ("APRC")
On August 5, 2016, the Company acquired 500,000 units of Huayra Minerals Corporation (“Huayra”) for $25,000. Each unit consisted of one common share and one share purchase warrant. Each whole share purchase warrant is exercisable into one common share at a price of $0.10 per share for two years.
On March 17, 2017, the Company acquired 100,000 common shares of APRC for $25,000. On March 30, 2017, APRC completed a 1-for-5 share split which increased the Company’s holdings to 500,000 common shares.
On April 24, 2017, APRC and its wholly-owned subsidiary, 1096494 BC Ltd., completed a merger with Huayra pursuant to which Huayra and 1096494 BC Ltd. amalgamated and the amalgamated company became a wholly-owned subsidiary of APRC.
Pursuant to the merger, APRC acquired all of the issued and outstanding Class A common shares of Huayra in exchange for a like number of common shares of APRC. All share purchase warrants of Huayra outstanding were subject to an acceleration of the expiry date to the closing of the merger.
As a result of the acceleration of the expiry date of the share purchase warrants of Huayra, the Company exercised the share purchase warrants of Huayra with a carrying value of $15,119 into 500,000 common shares of Huayra for $50,000. As part of the completion of the merger, the 1,000,000 common shares of Huayra were exchanged for 1,000,000 common shares of APRC.
During the year ended August 31, 2018, the Company sold 349,000 common shares of APRC for proceeds of $49,549 resulting in a gain on sale of $26,282.
During the year ended August 31, 2020, the Company sold 901,000 common shares of APRC for proceeds of $150,460 resulting in a gain on sale of $90,393.
During the period ended November 30, 2020 the Company sold 250,000 shares of APRC for proceeds of $75,973 resulting in a gain on sale of $59,306.
14
ESG GLOBAL IMPACT CAPITAL INC. (formerly Block One Capital Inc.) Notes to the Condensed Interim Consolidated Financial Statements For the three-month period November 30, 2020 (Unaudited - Expressed in Canadian dollars)
3. Investments (continued)
- (k) Affirmative Technology Group LLT (“Affirmative”)
On June 12, 2018, the Company acquired 30% of the outstanding membership units of Affirmative for $520,160. As at August 31, 2018, the Company recorded an impairment loss of $520,159, resulting in a carrying value of $1. During the year ended August 31, 2020, the Company sold its shares in Affirmative in a share purchase agreement with a portfolio of assets (Note 3 (n), (q), (u), (y) and Note 4 (b)) for total proceeds of $100,000.
- (l) BlockTech Ventures Inc. (“BlockTech”)
On November 29, 2017, the Company acquired 600,000 common shares of BlockTech for $210,000. As at August 31, 2018, the Company recorded an impairment loss of $209,999 resulting in a carrying value of $1. During the year ended August 31, 2020, the Company sold its shares in BlockTech in a share purchase agreement with a portfolio of assets (Note 3 (m), (q), (u), (y) and Note 4 (b)) for total proceeds of $100,000.
- (m) BlueBird Battery Metals Inc. (“BlueBird”)
During the year ended August 31, 2018, the Company acquired 800,000 common shares of BlueBird for $338,712. During the year ended August 31, 2019, the Company acquired 650,000 common shares of BlueBird for $191,348. In addition, the Company sold 810,000 common shares of BlueBird for proceeds of $202,901 and realized a net loss of $93,202. During the year ended August 31, 2020 the Company sold 640,000 shares for proceeds of $46,042 resulting in a loss of $187,916.
- (n) Cuipo OMAAT Ltd. (“Cuipo”)
During the year ended August 31, 2018, the Company acquired a 33% interest in the outstanding common shares of Cuipo for $999,820. As at August 31, 2018, the Company recorded an impairment loss of $999,819, resulting in a carrying value of $1. During the year ended August 31, 2019, the Company received a repayment from Cuipo in the amount of $313,114, resulting in a recovery of investment.
- (o) Finzat Block LLC. (“Finzat”)
During the year ended August 31, 2018, the Company acquired 4,000,000 common shares of Finzat for $789,985. On August 31, 2018, the Company recorded an impairment loss of $789,984, resulting in a carrying value of $1. During the. Year ended August 31, 2020, the Company sold its shares in Finzat in a share purchase agreement with a portfolio of assets (Note 3 (m), (n), (u), (y) Note 4 (b))for total proceeds of $100,000.
- (p) Flurotech Ltd. (“Flurotech”)
During the year ended August 31, 2018, the Company acquired 140,000 common shares of Flurotech for $69,435 and sold 51,000 common shares for proceeds of $27,335 resulting in a gain on sale of $1,631. During the year ended August 31, 2019, the Company sold 66,000 common shares of Flurotech for proceeds of $36,391 and realized a gain on the sale of $3,961. During the year ended August 31, 2020 the Company sold 23,000 common shares of Flurotech for proceeds of $2,830 resulting in a loss of $8,471.
- (q) HashChain Technology Inc. (“HashChain”)
During the year ended August 31, 2018, the Company acquired 8,900,000 common shares of HashChain in exchange for 900 common shares of TG 12 Ventures Inc. at a fair value of $3,204,000, and sold 2,950,000 common shares for proceeds of $563,680 resulting in a loss on sale of $498,320. During the year ended August 31, 2019, the Company sold 610,000 common shares of HashChain for proceeds of $42,467 resulting in a loss of $177,134. In addition, the Company transferred an additional 2,000,000 common shares of HashChain for services in lieu of cash of $70,000, resulting in a realized loss of $650,000. During the year ended August 31, 2020, the Company sold 3,340,000 shares for proceeds of $16,633 resulting in a loss of $1,185,767.
15
ESG GLOBAL IMPACT CAPITAL INC. (formerly Block One Capital Inc.) Notes to the Condensed Interim Consolidated Financial Statements For the three-month period November 30, 2020 (Unaudited - Expressed in Canadian dollars)
3. Investments (continued)
(r) Shopin Coin (“Shopin”)
During the year ended August 31, 2018, the Company acquired the right to future tokens of Shopin for $989,049. As at August 31, 2018, the Company recorded an impairment loss of $989,048 resulting in a carrying value of $1. During the. Year ended August 31, 2020, the Company sold its shares in Affirmative in a share purchase agreement with a portfolio of assets (Note 3 (m), (n), (q), (y) and Note 5 (b)) for total proceeds of $100,000.
- (s) TG 12 Ventures Inc. (“TG 12”)
During the year ended August 31, 2018, the Company acquired 900 common shares of TG 12 for $4,253,737. On April 25, 2018, the Company recovered $12,210 and sold its 900 shares of TG 12 to HashChain in exchange for 8,900,000 common shares with fair value of $3,204,000 resulting in a loss on sale of $1,037,527.
- (t) Xander Resources Inc. (“Xander”)
During the year ended August 31, 2018, the Company acquired 528,500 common shares of Xander for proceeds of $63,911. During the year ended August 31, 2020, the Company acquired 371,500 shares of Xander for proceeds of $111,630. In addition, during the year the Company also acquired 141,000 units of Xander for $29,850. Each unit was comprised of one common share and one share purchase warrant. 75,000 number of purchase warrants are exercisable into one common share at a price of $0.25 per share for a period of one year from the date of issuance. The fair value of purchase warrants is $14,586. 66,000 number of purchase warrants are exercisable into one common share at a price of $0.26 per share for a period of two years from the date of issuance. The fair value of purchase warrants is $13,867.
- (u) Australis Capital Corp – Warrants (“Australis”)
During the year ended August 31, 2019, the Company acquired 300,000 Australis warrants for $603,020 and sold 155,000 warrants for proceeds of $93,620 realizing a net loss of $217,940. During the year ended August 31, 2020 the Company sold the remaining 145,000 shares for proceeds of $59,882 realizing a net loss of $231,578.
- (v) Karma Technologies (“Karma”)
During the year ended August 31, 2019, the Company acquired 12,600,000 common shares of Karma for $877,076. On August 31, 2019, the Company recorded an impairment loss of $877,075, resulting in a carrying value of $1. During the year ended August 31, 2020, the Company loaned $346,635 (GBP £200,000) to Karma, as at August 31, 2020 the Company sold its share in the portfolio company (Note 3 (m), (n), (q), (u) and Note 5 (b)) and assigned the loan to the purchaser for $100,000 and recognized $246,640 loss on sale on investment.
(w) Everyday Financial People Inc. (“EFP”)
During the year ended August 31, 2019, the Company acquired 500,000 common shares of EFP for $250,000. On August 31, 2019, the Company recorded an impairment loss of $249,999, resulting in a carrying value of $1. During the year ended August 31, 2020, the Company was able to record a recapture of investment on its EFP investment of $375,000.
16
ESG GLOBAL IMPACT CAPITAL INC. (formerly Block One Capital Inc.) Notes to the Condensed Interim Consolidated Financial Statements For the three-month period November 30, 2020 (Unaudited - Expressed in Canadian dollars)
3. Investments (continued)
- (x) CloudMD Software & Services Inc. (formerly, Premier Health Group Inc. (“PHG”))
During the year ended August 31, 2019, the Company acquired 160,000 common shares of PHG for $85,244. During the year ended August 31, 2020 the Company purchased 559,500 shares for proceeds of $294,811, in addition, the Company sold 719,500 shares for proceeds of $667,278 for a gain on sale of $287,223. During the year, the Company also acquired 200,000 warrants of CloudMD for proceeds of $64,682. Each purchase warrant is exercisable into one common share at a price of $1.00 per share for a period of two years from the date of issuance. The fair value of purchase warrants is $172,376. During the period ended November 30, 2020 the Company sold 200,000 warrants of CloudMD for proceeds of $298,687 resulting in a gain of $234,006.
- (y) Prospera Energy Inc. (“Prospera”)
During the year ended August 31, 2019, the Company acquired 700,000 common shares of Prospera for $46,573. During the year ended August 31, 2020 the Company sold 700,000 shares for proceeds of $6,905 resulting in a loss of $39,668.
- (z) Risetech Capital Corp. (“Risetech”)
During the year ended August 31, 2019, the Company acquired 10,000 common shares of Risetech for $1,000. During the year ended August 31, 2020 the Company sold 1,000 shares for proceeds of $905 resulting in a loss of $95.
- (aa) Rockshield Capital Corp. (“Rockshield")
During the year ended August 31, 2019, the Company acquired 300,000 common shares of Rockshield for $27,223.
- (bb) True North Gems Inc. (“True North”)
On October 19, 2018, the Company acquired 2,000,000 common shares of True North for $10,095. On October 30, 2018, True North completed a 10-for-1 share consolidation which decreased the Company’s holdings to 200,000 common shares. From October 31, 2018 to February 7, 2019, the Company acquired an additional 203,000 common shares. On February 20, 2019, True North completed a 10-for-1 share consolidation which decreased the Company’s holdings to 40,300 common shares. During the year ended August 31, 2020 the Company sold 40,300 shares of True North for proceeds of $3,532 resulting in a loss of $8,733.
(cc) Zonetail Inc. (“Zonetail)
On December 21, 2018, the Company received 100,000 common shares of Zonetail in lieu of the repayment of a loan receivable in the amount of $16,000. During the year ended August 31, 2020, the Company sold 100,000 shares for proceeds of $1,405 resulting in a loss of $14,595.
(dd) AIML Resources Inc. (“AMIL”)
During the year ended August 31, 2020, the Company received 1,102,000 common shares of AMIL in lieu of the repayment of a loan receivable in the amount of $275,500. Also see Note 5 (e).
- (ee) East Africa Metals Inc. (“East Africa”)
During the year ended August 31, 2020, the Company acquired 600,000 common shares of East Africa for $97,748. During the period ended November 30, 2020 the Company acquired 1,150,000 shares of East Africa for proceeds of $195,883.
- (ff) Leanlife Health Inc. (“Leanlife”)
During the year ended August 31, 2020, the Company acquired 1,000,000 common shares of Leanlife for $50,720. During this year the Company sold the 1,000,000 shares of Leanlife for proceeds of $49,730 resulting in a loss of $540.
17
ESG GLOBAL IMPACT CAPITAL INC. (formerly Block One Capital Inc.) Notes to the Condensed Interim Consolidated Financial Statements For the three-month period November 30, 2020 (Unaudited - Expressed in Canadian dollars)
3. Investments (continued)
- (gg) Sassy Resources Corporation (“Sassy”)
During the year ended August 31, 2020, the Company acquired 100,000 common shares of Sassy for proceeds of $62,733. During the period ended November 30, 2020 the Company acquired 150,000 shares of Sassy for proceeds of $125,180.
- (hh) Idaho Champion Gold Mines (“Idaho Champion”)
During the year ended August 31, 2020, the Company acquired 85,000 common shares and 42,500 warrants of Idaho Champion for proceeds of $25,500. Each unit was comprised of one common share and one share purchase warrant. Each purchase warrant is exercisable into one common share at a price of $0.45 per share for a period of three years from the date of issuance. The fair value of purchase warrants is $6,381.
- (ii) The Very Good Food Co Inc. (“Very Good Food”)
During the year ended August 31, 2020, the Company acquired 800,000 common shares of Very Good Food for proceeds of $410,000 and sold 300,000 shares of Very Good Food for proceeds of $357,240 resulting in a gain of $282,240. In addition, the Company holds 100,000 warrants of Very Good Food. Each unit was comprised of one common share and one share purchase warrant. Each purchase warrant is exercisable into one common share at a price of $2.00 per share for a period of one and half years from the date of issuance. The fair value of purchase warrants is $82,963. During the period ende November 30, 2020 the Company sold 335,000 shares of Very Good Food for proceeds of $1,273,565 realizing a gain of $938,565.
- (jj) Aurora Cannabis Inc. (“Aurora”)
During the period ended November 30, 2020 the Company acquired 10,000 Aurora common shares for proceeds of $98,738 and sold 5,000 shares for proceeds of $56,970 for a gain of $7,601.
- (kk) Bullion Gold Resources Corp. (“Bullion”)
During the period ended November 30, 2020 the Company acquired 625,000 common shares of Bullion for proceeds of $81,210.
- (ll) Cypress Hills Resource Corp. (“Cypress)
During the period ended November 30, 2020 the Company acquired 165,000 common shares of Cypress for proceeds of $57,283.
(mm) Kanadario Gold Inc. (“Kanadario”)
During the period ended November 30, 2020 the Company acquired 246,500 common shares of Kanadario for proceeds of $236,609.
(nn) Rhyolite Resources Ltd. (“Rhyolite”)
During the period ended November 30, 2020 the Company acquired 100,000 common shares of Rhyolite for proceeds of $82,695.
18
ESG GLOBAL IMPACT CAPITAL INC. (formerly Block One Capital Inc.) Notes to the Condensed Interim Consolidated Financial Statements For the three-month period November 30, 2020 (Unaudited - Expressed in Canadian dollars)
3. Investments (continued)
(oo) Vext Science Inc. (“Vext”)
During the period ended November 30, 2020 the Company acquired 125,000 common shares of Vext for proceeds of $45,000. During the period the Company also acquired 325,000 warrants of Vext for proceeds of $50,595.
- (pp) Volcanic Gold Mines Inc. (“Volcanic”)
During the period ended November 30, 2020 the Company acquired 100,000 common shares of Volcanic for proceeds of $55,000.
- (qq) Mantaro Silver Corporation (“Mantaro”)
During the period ended November 30, 2020 the Company acquired 200,000 common shares of Mantaro for proceeds of $70,000.
- (rr) ARC Pacific Resources Corp. (“ARC”)
During the period ended November 30, 2020 the Company acquired 666,666 common shares of ARC for proceeds of $50,100.
(ss) Aurania Resources Ltd. (“Aurania”)
During the period ended November 30, 2020 the Company acquired 100,000 warrants of Aurania for proceeds of $129,000.
(tt) Promis Neuroscience Inc. (“Promis”)
During the period ended November 30, 2020 the Company acquired 1,000,000 common shares of Promis for proceeds of $120,000.
- (uu) Else Nutrition Holdings Inc. (“Else”)
During the period ended November 30, 2020 the Company acquired 90,000 common shares of Else for proceeds of $202,500.
4. Investment in Mineral Properties
On August 31, 2020, the Company acquired Encanto Potash Corp.’s 22.96% interest of potash resources in Saskatchewan through the issuance of 730,000 Series B redeemable convertible preferred shares of the Company. The Company determined the acquisition was an asset acquisition and the fair value of the assets acquired amounted to $6,388,000. Also see Note 8 (c).
19
ESG GLOBAL IMPACT CAPITAL INC.
(formerly Block One Capital Inc.) Notes to the Condensed Interim Consolidated Financial Statements For the three-month period November 30, 2020 (Unaudited - Expressed in Canadian dollars)
5. Loans Receivable
-
(a) In July 2019, the Company loaned $250,000 to an unrelated publicly listed company. The loan is unsecured, bears interest at 10% per annum, and due on July 31, 2020 in either cash or common shares of the publicly traded company at the closing trading price on the date of conversion. As at November 30, 2020 the Company has accrued interest of $34,264 (2019 - $8,333). Refer to Note 14.
-
(b) During the year ended August 31, 2020, the Company loaned $346,635 to one of its portfolio companies. The loan was unsecured, bore interest at 10% per annum, and was due on June 30, 2020. As at August 31, 2020 the Company sold its share in the portfolio company and assigned the loan to the purchaser for $100,000 and recognized $246,640 loss on sale on investment. As at November 30, 2020 the loan receivable balance was $Nil. Refer to Note 3 (y).
-
(c) During the year ended August 31, 2020, the Company loaned $261,890 (USD $200,000) to an unrelated publicly listed company. The loan is secured, bears interest at 6% per annum, and due on December 31, 2020 in either cash or common shares of the publicly traded company at the closing trading price on the date of conversion. As at November 30, 2020, the Company has accrued interest income of $11,008 (2019 - $nil). Also see Note 14.
-
(d) During the year ended August 31, 2020, the Company received $82,000 repayment from an unrelated publicly listed company. The full receivable amount was written off in the prior year. The Company recognized $82,000 recapture of loans receivable.
-
(e) During the year ended August 31, 2020, the Company received 1,102,000 common shares of AMIL in lieu of the repayment of a loan receivable in the amount of $275,500. The full amount of loan receivable was written off in the prior year. The Company recognized $275,500 recapture of loans receivable. Also see Note 3 (gg).
6. Notes Payable
-
(a) As at November 30, 2020, the Company owed a note payable of $75,000 (2019 - $75,000) to a nonrelated party. The amount owing is unsecured, bears interest at 10% per annum, and is due on demand. As at November 30, 2020, the Company has accrued interest of $30,108 (2019 - $22,608).
-
(b) As at November 30, 2020, the Company owed a note payable of $75,000 (2019 - $75,000) to a nonrelated party. The amount owing is unsecured, bears interest at 10% per annum, and is due on demand. As at November 30, 2020, the Company has accrued interest of $28,567 (2019 - $21,067).
-
(c) As at November 30, 2020, the Company owed $nil (2019 - $19,329) to a non-related party. The amount owing was unsecured, non-interest bearing, and due on demand, and was repaid during the year.
7. Related Party Transactions
-
(a) During the period ended November 30, 2020, the Company incurred professional fees of $7,500 (2019 - $7,400) to a company controlled by the Chief Financial Officer (“CFO”) of the Company. As at November 30, 2020 the Company had a payable of $8,875 (2019 - $Nil) to the company controlled by the CFO.
-
(b) During the period ended November 30, 2020, the Company incurred professional fees of $15,000 (2019 - $nil) to the Chief Executive Officer of the Company.
-
(c) During the period ended November 30, 2020, the Company incurred consulting fees of $nil (2019 - $13,341) to the former Chief Executive Officer of the Company.
-
(d) During the period ended November 30, 2020, the Company incurred consulting fees of $2,500 (2019 - $nil) to a director of the Company
20
ESG GLOBAL IMPACT CAPITAL INC. (formerly Block One Capital Inc.) Notes to the Condensed Interim Consolidated Financial Statements For the three-month period November 30, 2020 (Unaudited - Expressed in Canadian dollars)
8. Share Capital
Authorized: Unlimited common shares without par value and 5,000,000 Series B redeemable convertible preferred shares with stated face value of $10 per share.
9. Share Purchase Warrants
The following table summarizes the continuity of share purchase warrants:
| Weighted | ||
|---|---|---|
| average | ||
| exercise | ||
| Number | price | |
| of warrants | $ | |
| Outstanding, November 30, 2019 | 8,630,000 | 0.48 |
| Expired | (2,133,333) | 4.97 |
| Issued | 5,000,000 | 0.15 |
| Broker warrants | 252,300 | 0.40 |
| Exercised | (2,285,000) | 0.10 |
| Outstanding,November 30,2020 | 9,463,967 | 0.26 |
As at November 30, 2020, the following share purchase warrants were outstanding:
| Number of | ||
|---|---|---|
| warrants | Exercise price | |
| outstanding | $ | Expiry date |
| 4,496,667 | 0.30 | July 4, 2021 |
| 2,000,000 | 0.30 | October 13, 2022 |
| 2,715,000 | 0.15 | April 29, 2023 |
| 252,300 | 0.40 | April 29, 2023 |
| 9,463,967 | 0.26 |
10. Stock Options
The Company has adopted an incentive stock option plan in accordance with policies of TSX-V (the “Stock Option Plan”) whereby the Board of Directors of the Company may from time to time, in its discretion, grant to directors, officers, employees, and consultants of the Company non-transferable options to purchase common shares, provided that the number of common shares reserved for issuance under the Stock Option Plan shall not exceed 10% of the issued and outstanding common shares exercisable for the period of up to ten years. In addition, the number of common shares reserved for issuance to any one person shall not exceed 5% of the issued and outstanding common shares and the number of common shares reserved for issuance to any one consultant will not exceed 2% of the issued and outstanding common shares. The Board of Directors determines the price per common share and the number of common shares which may be allocated to each director, officer, employee, and consultant and all other terms and conditions of the option, subject to the rules of the TSX-V.
21
ESG GLOBAL IMPACT CAPITAL INC. (formerly Block One Capital Inc.) Notes to the Condensed Interim Consolidated Financial Statements For the three-month period November 30, 2020 (Unaudited - Expressed in Canadian dollars)
10. Stock Options (continued)
The following table summarizes the continuity of the Company’s stock options:
| Weighted | ||||
|---|---|---|---|---|
| average | ||||
| exercise | ||||
| Number | price | |||
| of options | $ | |||
| Outstanding, November | 30, | 2019 | 833,333 | 0.34 |
| Granted | 749,999 | 0.23 | ||
| Granted | 500,000 | 0.24 | ||
| Expired | (833,333) | 0.75 | ||
| Outstanding,November | 30, | 2020 | 1,249,999 | 0.45 |
As at November 30, 2020, the following stock options were outstanding:
| Number of | ||
|---|---|---|
| options | Exercise price | |
| outstanding | $ | Expiry date |
| 749,999 | 0.23 | February 14, 2022 |
| 400,000 | 0.24 | April 6, 2026 |
| 100,000 | 0.24 | April 7,2023 |
| 1,249,999 | 0.23 |
11. Financial Instruments and Risks
(a) Fair Values
Assets and liabilities measured at fair value on a recurring basis were presented on the Company’s consolidated statement of financial position as at November 30, 2020 as follows:
| Fair value measurements using Quoted prices in active markets for identical instruments (Level 1) $ Significant other observable inputs (Level 2) $ Significant unobservable inputs (Level 3) $ Balance, November 30, 2020 $ |
|
|---|---|
| Cash Investments |
425,400 – – 425,400 4,342,458 380,107 425,000 5,147,565 |
| 4,767,858 380,107 425,000 5,572,965 |
The fair values of other financial instruments, which include loans receivable, accounts payable and accrued liabilities, notes payable, and amount due to a related party approximate their carrying values due to the relatively short-term maturity of these instruments.
22
ESG GLOBAL IMPACT CAPITAL INC. (formerly Block One Capital Inc.) Notes to the Condensed Interim Consolidated Financial Statements For the three-month period November 30, 2020 (Unaudited - Expressed in Canadian dollars)
11. Financial Instruments and Risks (continued)
(b) Credit Risk
Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash. The Company limits its exposure to credit loss by placing its cash with high credit quality financial institutions. Loans receivable is comprised of loans to third party companies. All investments are monitored closely by management and credit loss is limited to the carrying amount of these financial assets.
- (c) Foreign Exchange and Interest Rate Risk
The Company is exposed to currency risk through the following assets and liabilities denominated in currencies other than the Canadian dollar: cash, loan receivable and prepaid expense.
currencies other than the Canadian |
dollar: cash, loa |
|---|---|
| November 30, 2020 | |
| US Dollar | |
| Cash | 35,081 |
| Loan receivable | 200,000 |
| Prepaid expense | 19,225 |
| Gross balance sheet exposure | 254,306 |
| November 30, 2019 | |
| US Dollar | |
| Cash | 235,099 |
| Prepaid expense | 19,225 |
| Gross balance sheet exposure | 254,324 |
A 10% strengthening of the Canadian Dollar against the US Dollar would have decreased net loss from its financial instruments presented by the amounts shown below:
| 2020 | 2019 | |
|---|---|---|
| Gross balance sheet exposure | $ 254,306 | $ 254,324 |
| Foreign exchange | 1.2965 | 1.1738 |
| Face Value | 196,148 | 216,667 |
| 10% of foreign exchange movement | 26,431 | 25,432 |
(d) Market Risk
The Company's investments are primarily in the form of publicly traded shares and share purchase warrants of publicly traded companies, of which the market values may fluctuate.
(e) Liquidity Risk
Liquidity risk arises through the excess of financial obligations over available financial assets due at any point in time. The Company’s objective in managing liquidity risk is to maintain sufficient readily available capital in order to meet its liquidity requirements. Management maintains sufficient cash and cash equivalents to satisfy short-term liabilities in highly liquid investments.
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ESG GLOBAL IMPACT CAPITAL INC. (formerly Block One Capital Inc.) Notes to the Condensed Interim Consolidated Financial Statements For the three-month period November 30, 2020 (Unaudited - Expressed in Canadian dollars)
12. Capital Management
The Company manages its capital to maintain its ability to continue as a going concern and to provide returns to shareholders and benefits to other stakeholders. The capital structure of the Company consists of cash and equity comprised of issued share capital and share-based payment reserve.
The Company manages its capital structure and makes adjustments to it in light of economic conditions. The Company, upon approval from its Board of Directors, will balance its overall capital structure through new share issues or by undertaking other activities as deemed appropriate under the specific circumstances.
The Company is not subject to externally imposed capital requirements and the Company’s overall strategy with respect to capital risk management remained unchanged from the year ended August 31, 2020.
13. Subsequent Events
Subsequent to November 30, 2020:
-
During the year ended August 31, 2020, the Company loaned $261,890 (USD $200,000) to an unrelated publicly listed company (Note 5(c)). The loan is secured, bears interest at 6% per annum, and due on December 31, 2020 in either cash or common shares of the publicly traded company at the closing trading price on the date of conversion. Subsequent to November 30, 2020, the Company entered into a loan amendment agreement that extended the maturity date to June 30, 2021.
-
On December 21, 2020, the Company entered into loan settlement agreement with an unrelated publicly listed company, refer to Note 5(a), to settle $100,000 outstanding balance of the Loan by issuing Units of the public company to ESG Global Impact Capital, at a deemed price of CAD$ 0.05 per Unit. Each Unit is comprised of one common share and one warrant, exercisable at $0.06 per share for 12 months from December 21, 2020. For the remaining $186,370 outstanding balance of the Loan, the borrower has issued a new promissory note to the Company. The borrower will pay back the remaining $186,370, plus interest continued accrued at 10% per annum to the Company on March 31, 2021.
-
Subsequent to the period ended November 30, 2020, 166,666 stock options expired unexercised.
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