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Decade Resources Ltd. — Interim / Quarterly Report 2022
Dec 20, 2021
46126_rns_2021-12-20_13677a3c-9469-4f39-aea4-3fefc1d8c44c.pdf
Interim / Quarterly Report
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DECADE RESOURCES LTD.
CONDENSED INTERIM FINANCIAL STATEMENTS
October 31, 2021
(Stated in Canadian Dollars)
– (Unaudited Prepared by Management)
NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS
Under National Instrument 51-102, if an auditor has not performed a review of interim financial statements, they must be accompanied by a notice indicating that the interim financial statements have not been reviewed by an auditor.
The accompanying unaudited condensed interim financial statements have been prepared by and are the responsibility of the Company’s management. The Company’s independent auditor has not performed a review of these condensed interim financial statements.
.
DECADE RESOURCES LTD.
CONDENSED INTERIM STATEMENTS OF FINANCIAL POSITION October 31, 2021 and April 30, 2021
(Stated in Canadian Dollars)
(Unaudited – Prepared by Management)
| October 31, 2021 ASSETS Current assets Cash $ 154,948 GST receivable 88,255 Accounts receivable – Notes 5 29,501 Prepaid expenses 7,500 Total current assets 280,204 Non-current assets Reclamation deposits 118,185 Property and equipment – Note 4 4,914 Exploration advances – Note 7 124,000 Exploration and evaluation assets – Note 5 and Schedule 1 13,866,586 Total non-current assets 14,113,685 Total assets $ 14,393,889 LIABILITIES Current liabilities Accounts payable and accrued liabilities – Note 7 $ 412,630 Non-current liabilities Deferred tax liabilities 582,159 Total liabilities 994,789 SHAREHOLDERS’ EQUITY Share capital – Note 6 28,210,928 Contributed surplus 2,367,881 Deficit (17,179,709) Total shareholders’ equity 13,399,100 Total liabilities and shareholders’ equity $ 14,393,889 APPROVED ON BEHALF OF THE BOARD “Ed Kruchkowski” Director “Randy Kasum” |
April 30, 2021 $ 275,014 52,890 24,286 7,875 360,065 118,185 5,470 70,000 12,331,432 12,525,087 $ 12,885,152 $ 406,679 406,679 582,159 988,838 26,514,660 2,367,881 (16,986,227) |
|---|---|
| 11,896,314 $ 12,885,152 Director |
The accompanying notes form an integral part of these financial statements
3
DECADE RESOURCES LTD.
CONDENSED INTERIM STATEMENTS OF COMPREHENSIVE LOSS For the three and six months ended October 31, 2021 and 2020
(Stated in Canadian Dollars)
(Unaudited – Prepared by Management)
| Three months ended | Three months ended | Three months ended | Six months | Six months | ended | |||
|---|---|---|---|---|---|---|---|---|
| October 31, | October | 31, | ||||||
| 2021 | 2020 | 2021 | 2020 | |||||
| General and administrative expenses | ||||||||
| Accounting and audit fees | $ | 9,500 | $ | 8,500 | $ | 12,500 | $ | 10,500 |
| Consulting fees – Note 7 | 65,325 | 12,000 | 77,325 | 24,000 | ||||
| Depreciation | 278 | 418 | 556 | 768 | ||||
| Filing fees | 11,948 | 14,310 | 16,087 | 14,310 | ||||
| Interest and bank charges | 236 | 180 | 516 | 259 | ||||
| Legal fees | 5,603 | 27,012 | 6,011 | 34,996 | ||||
| Management fees – Note 7 | 60,000 | 60,000 | 120,000 | 120,000 | ||||
| Office and telephone | 6,259 | 6,544 | 14,361 | 11,801 | ||||
| Property investigation costs – Note 7 | 1,850 | 2,191 | 41,310 | 2,791 | ||||
| Shareholder communications | 20,315 | 70,363 | 89,379 | 130,569 | ||||
| Stock based compensation – Note 7 | - | - | - | 160,000 | ||||
| Transfer agent fees | 2,734 | 3,817 | 5,812 | 7,404 | ||||
| Loss before other items | (184,048) | (205,335) | (383,857) | (517,398) | ||||
| Other items | ||||||||
| Gain on debt settlement – Note 7 | - | 9,000 | - | 142,500 | ||||
| Other income | 152,501 | - | 190,375 | 2,033 | ||||
| 152,501 | 9,000 | 190,375 | 144,533 | |||||
| Net loss and comprehensive loss for the | $ | (31,547) | $ | (196,335) | $ | (193,482) | $ | (372,865) |
| period | ||||||||
| Basic and diluted loss per share | $ | (0.00) | $ | (0.00) | $ | (0.00) | $ | (0.00) |
| Weighted average number of shares | 245,580,018 | 207,987,024 | 235,415,800 | 190,527,292 | ||||
| outstanding |
The accompanying notes form an integral part of these financial statements
4
DECADE RESOURCES LTD.
CONDENSED INTERIM STATEMENTS OF CASH FLOWS For the six months ended October 31, 2021 and 2020
(Stated in Canadian Dollars)
(Unaudited – Prepared by Management)
| OPERATING ACTIVITIES Net loss for the period Add items not affecting cash: Depreciation Gain on settlement of debt Flow through shares premium liability Stock based compensation Changes in working capital items related to operations: GST receivable Prepaid expenses Accounts payable and accrued liabilities FINANCING ACTIVITIES Shares issued for cash – net Due from related parties INVESTING ACTIVITIES Addition (proceeds from disposal) of equipment Exploration advances Exploration and evaluation assets Change in cash Cash, beginning of period Cash, ending of period Supplemental disclosure of cash flow information: Cash paid for: Interest Income taxes Non-cash Transactions – Note 9 |
2021 $ (193,482) 556 - (190,371) - (383,297) (35,365) 375 5,950 (412,337) 1,821,639 - 1,821,639 - (54,000) (1,475,368) (1,529,368) (120,066) 275,014 $ 154,948 $ - $ - |
2020 $ (372,865) 768 142,500 - 160,000 (69,597) (87,235) 7,875 (178,896) |
|---|---|---|
| (327,853) | ||
| 2,702,040 (133,000) |
||
| 2,569,040 (1,801) (50,000) (1,687,713) |
||
| (1,739,514) | ||
| 501,673 147,832 $ 649,505 $ - $ - |
The accompanying notes form an integral part of these financial statements
5
DECADE RESOURCES LTD.
CONDENSED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
For the six months ended October 31, 2021 and 2020
(Stated in Canadian Dollars)
(Unaudited – Prepared by Management)
| Balance at April 30, 2021 : Private placements Share issuance costs Shares issued for property acquisitions Flow through shares premium liability Net and comprehensive loss Balance at October 31, 2021 Balance at April 30, 2020 Exercise of warrants at $0.07 Exercise of warrants at $0.08 Shares issued for debt settlement Share subscription received Share-based payments Net and comprehensive loss Balance at October 31, 2020 |
Share Capital Number of Shares Amount |
Share Capital Number of Shares Amount |
Share Subscriptions Received |
Contributed Surplus |
Deficit | Total Shareholders’ Equity |
|
|---|---|---|---|---|---|---|---|
| Number of Shares |
|||||||
| 219,822,903 $ 32,878,582 - 1,300,000 - - 254,001,485 $ 167,165,522 $ 426,000 2,323,845 10,000,000 - - - 179,915,367 $ |
26,514,660 1,834,299 (12,660) 65,000 (190,371) - 28,210,928 23,405,350 29,820 185,907 250,000 - - - 23,871,077 |
$ - - - - - - $ - $ - - - - 280,000 - - $ 280,000 |
$ 2,367,881 $ - - - - - $ 2,367,881 $ $ 2,017,501 $ - - - - 160,000 - $ 2,177,501 $ |
(16,986,227) $ - - - - (193,482) (17,179,709) $ (15,569,881) $ - - - - - (176,530) (15,746,411) $ |
11,896,314 1,834,299 (12,660) 65,000 (190,371) (193,482) 13,399,100 9,852,970 29,820 185,907 250,000 280,000 160,000 (176,530) 10,582,167 |
The accompanying notes form an integral part of these financial statements
6
DECADE RESOURCES LTD. NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS October 31, 2021 (Stated in Canadian Dollars) (Unaudited – Prepared by Management)
Note 1 Corporate Information
Decade Resources Ltd. (the “Company”) is an exploration stage company incorporated on March 3, 2006, under the laws of the Province of British Columbia, Canada. Its principal business activity is the acquisition, exploration and evaluation of mineral properties located in the Province of British Columbia, Canada. The Company’s common shares are traded on the TSX Venture Exchange (“TSXV”) under the symbol “DEC”.
The Company’s head office and principal business address is 611 – 8[th] Street, Box 211, Stewart, British Columbia, Canada, V0T 1W0.
Note 2 Basis of Preparation
a) Statement of Compliance
These condensed interim financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and in accordance with International Accounting Standard (“IAS”) IAS 34 “Interim Financial Reporting”.
These condensed interim financial statements do not include all of the information and disclosures required to be included in annual financial statements prepared in accordance with IFRS. These condensed interim financial statements should be read in conjunction with the Company’s audited annual financial statements for the years ended April 30, 2021 and 2020.
These condensed interim financial statements were authorized for issue on December 20, 2021 by the directors of the Company.
b) Basis of Measurement
These condensed interim financial statements have been prepared using the historical cost basis except for financial instruments that have been measured at fair value.
The condensed interim financial statements are presented in Canadian dollars, which is the Company’s functional currency and presentation currency.
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Decade Resources Ltd. Notes to the Condensed Interim Financial Statements October 31, 2021 (Stated in Canadian Dollars) (Unaudited – Prepared by Management)
Note 2 Basis of Preparation – (cont’d)
c) Going Concern
At October 31, 2021, the Company has not generated revenue from operations, has an accumulated deficit of $17,179,709 and expects to incur further costs in the exploration and evaluation of its mineral properties. These financial statements have been prepared on a 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 for the foreseeable future. The Company has not yet determined whether its mineral properties contain economically recoverable reserves. The recoverability of the amounts shown for exploration and evaluation assets is dependent upon the confirmation of economically recoverable reserves, the Company’s ability to obtain adequate financing to develop the reserves, and its ability to commence profitable operations in the future. These conditions indicate the existence of a material uncertainty which may cast significant doubt about the Company’s ability to continue as a going concern.
In March 2020, the World Health Organization declared COVID-19 a global pandemic. To date, there have been a large number of temporary business closures, quarantines and a general reduction in consumer activity in Canada. The outbreak has caused companies and various governmental bodies to impose travel, gathering and other public health restrictions. While these effects are expected to be temporary, the duration of the various disruptions to businesses locally and internationally and the related financial impact cannot be reasonably estimated at this time. Similarly, the Company cannot estimate whether or to what extent this outbreak and the potential financial impact may extend. At this point, the extent to which COVID-19 will or may impact the Company is uncertain and these factors are beyond the Company’s control; however, it is possible that COVID-19 may have a material adverse effect on the Company’s business, results of operations and financial condition.
The Company has been able to fund operations and mineral property exploration through equity financings. The continued uncertainty in the financial equity markets may make it difficult to raise capital through the private placement of shares. The junior mining industry is considered speculative in nature which could make it more difficult to fund. While the Company is using its best efforts to achieve its business plans by examining various financing alternatives, there is no assurance that the Company will be successful with its financing ventures.
These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
d) Critical Accounting Estimates and Judgements
The preparation of financial statements in compliance with IFRS requires management to make certain critical accounting estimates. It also requires management to exercise judgement in applying the Company’s accounting policies.
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Decade Resources Ltd. Notes to the Condensed Interim Financial Statements October 31, 2021 (Stated in Canadian Dollars) (Unaudited – Prepared by Management)
Note 2 Basis of Preparation – (cont’d)
d) Critical Accounting Estimates and Judgements – (cont’d)
The Company makes estimates and assumptions about the future that affect the reported amounts of assets and liabilities. Estimates and judgments are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions.
The effect of a change in an accounting estimate is recognized prospectively by including it in comprehensive income in the period of the change, if the change affects that period only; or in the period of the change and future periods, if the change affects both.
Information about critical accounting estimates and judgments in applying accounting policies that have the most significant risk of causing material adjustment to the carrying amounts of assets and liabilities recognized in the Company’s financial statements within the next financial year are discussed below:
i. Exploration and Evaluation Expenditures
The application of the Company’s accounting policy for exploration and evaluation expenditure requires judgment in determining whether it is likely that future economic benefits will flow to the Company, which may be based on assumptions about future events or circumstances. Estimates and assumptions made may change if new information becomes available. If, after expenditure is capitalized, information becomes available suggesting that the recovery of expenditure is unlikely, the amount capitalized is written off in the profit or loss in the period the new information becomes available.
ii. Title to Mineral Properties
Although the Company has taken steps to verify title to mineral properties in which it has an interest, these procedures do not guarantee the Company’s title. Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects.
iii. Rehabilitation Provisions
Rehabilitation provisions have been determined to be $Nil based on the Company’s internal estimates. Assumptions, based on the current economic environment, have been made which management believes are a reasonable basis upon which to estimate the future liability. These estimates take into account any material changes to the assumptions that occur when reviewed regularly by management. Estimates are reviewed annually and are based on current regulatory requirements. Significant changes in estimates of contamination, restoration standards and techniques will result in changes to provisions from period to period.
9
Decade Resources Ltd. Notes to the Condensed Interim Financial Statements October 31, 2021 (Stated in Canadian Dollars) (Unaudited – Prepared by Management)
Note 2 Basis of Preparation – (cont’d)
d) Critical Accounting Estimates and Judgements – (cont’d)
iv. Share-Based Payments
The Company uses the Black-Scholes Option Pricing Model for valuation of share-based payments. Option pricing models require the input of subjective assumptions including expected price volatility, interest rate and forfeiture rate. Changes in the input assumptions can materially affect the fair value estimate and the Company’s earnings and equity reserves.
- v. Recognition of Deferred Income Tax Assets and Liabilities
The carrying amount of deferred income tax assets and liabilities is reviewed at the end of each reporting period and recognized only to the extent that it is probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilized. Changes in estimates of future taxable profit can materially affect the amount of deferred income tax assets and liabilities recognized from period to period.
vi. Going Concern
Management has applied judgments in the assessment of the Company’s ability to continue as a going concern when preparing its financial statements. Management prepares the financial statements on a going concern basis unless management either intends to liquidate the entity or to cease trading, or has no realistic alternative to do so. In assessing whether the going concern assumption is appropriate, management takes into account all available information about the future, which is at least, but is not limited to, twelve months from the end of the reporting period. Please refer to Note 2(c) for additional information.
Note 3 Significant Accounting Policies
The preparation of financial data is based on accounting principles and practices consistent with those used in the preparation of the audited financial statements as at April 30, 2021. The accompanying unaudited condensed interim financial statements should be read in conjunction with the Company’s audited financial statements for the year ended April 30, 2021.
10
Decade Resources Ltd. Notes to the Condensed Interim Financial Statements October 31, 2021 (Stated in Canadian Dollars) (Unaudited – Prepared by Management)
Note 4 Property and Equipment
| Cost Balance April 30, 2020, April 30, 2021 and October 31, 2021 Accumulated depreciation Balance April 30, 2020 Depreciation Balance April 30, 2021 Depreciation Balance October 31, 2021 Net book value Balance October 31, 2021 Balance April 30, 2021 |
Computer Equipment $ 6,177 $ 5,910 80 5,990 28 $ 6,018 $ 159 $ 187 |
Furniture and Fixtures $ 12,911 $ 10,961 391 11,352 156 $ 11,508 $ 1,403 $ 1,559 |
Machinery and Equipment $ 26,453 $ 21,798 931 22,729 372 $ 23,101 $ 3,352 $ 3,724 |
$ | Total 45,541 |
|---|---|---|---|---|---|
$ |
$ | 38,669 1,402 |
|||
| 40,071 556 |
|||||
| $ | $ | 40,627 | |||
| $ | $ | 4,914 | |||
| $ | $ | 5,470 |
Note 5 Exploration and Evaluation Assets
The Company’s exploration and evaluation assets are described below. Also refer to Schedule 1 attached to the end of these financial statements.
a) Red Cliff
On October 28, 2008, the Company entered into an option agreement with Mountain Boy Minerals Ltd. (“Mountain Boy”), a public company with directors in common with the Company, to acquire a 60% interest in the Red Cliff property located 25 miles north of Stewart, British Columbia. In order to earn the 60% interest the Company was required to incur exploration expenditures on the property of $1,250,000 over three years. The Company incurred all the required exploration expenditures to earn its 60% interest and entered into a joint venture agreement with Mountain Boy to operate the property on a 60/40 joint venture basis.
At October 31, 2011, the Company was informed by Mountain Boy that it would not be funding its share of the Red Cliff exploration expenditures and thereby would have its interest diluted under the formula set out in the joint venture agreement. As at October 31, 2011, the Company was owed $548,285 in exploration expenditures by Mountain Boy. Effective November 1, 2011, Mountain Boy agreed to dilute its interest in the Red Cliff property by 5% in lieu of the $435,785 and consequently the Red Cliff joint venture is now run on a 65/35 joint venture basis.
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Decade Resources Ltd. Notes to the Condensed Interim Financial Statements October 31, 2021 (Stated in Canadian Dollars) (Unaudited – Prepared by Management)
Note 5 Exploration and Evaluation Assets – (cont’d)
a) Red Cliff – (cont’d)
On October 16, 2017, the Company entered into a Royalty Purchase Agreement to acquire 65% of the 1% net smelter return (“NSR”) royalty on certain mineral claims on the Red Cliff property. In consideration, the Company paid $6,500 and committed to issue 280,000 common shares to the vendor. On November 13, 2017, the Company issued the 280,000 common shares fair valued at $0.085 per common share totalling $23,800 and the NSR was cancelled.
On March 28, 2019, the Company and Mountain Boy entered into an amending agreement which revised the amount recoverable from Mountain Boy as of the date of the agreement to $925,000. As a result, the Company recorded a decrease of $210,255 in the recoverable amount from Mountain Boy which is reflected in the net cost recovery in exploration expenditures.
During the six months ended October 31, 2021, the Company charged $5,215 (April 30, 2021: $9,278) in exploration expenditures to Mountain Boy.
At October 31, 2021, Mountain Boy owed the Company $29,501 (April 30, 2021: $24,286) in exploration expenditures which is included in accounts receivable.
During the six months ended October 31, 2021 the Company received $Nil for BC mining credit (October 31, 2020: $126,236).
b) Goat
On January 28, 2010, the Company purchased a 100% interest in three mineral claims known as the Goat claims located north of Stewart, British Columbia for $55,000 and 50,000 common shares.
During the year ended April 30, 2020, the Company acquired a claim containing 146.88 hectares totalling $3,192.
c ) Treasure Mountain
On July 31, 2017, the Company entered into a property purchase agreement to acquire a 100% interest in 37 mineral claims in northern British Columbia for 2,700,000 common shares. The Company received TSX-V acceptance of the property purchase agreement on August 10, 2017 and issued the vendor 2,700,000 common shares with a fair value of $418,500 on August 14, 2017. The Company received a reclamation deposit refund of $28,200 from the vendor which was offset against the acquisition costs of the property and staked three additional claims at a cost of $7,326. During the year ended April 30, 2019, the Company staked five additional claims at a cost of $10,231.
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Decade Resources Ltd. Notes to the Condensed Interim Financial Statements October 31, 2021 (Stated in Canadian Dollars) (Unaudited – Prepared by Management)
Note 5 Exploration and Evaluation Assets – (cont’d)
d) Terrace property
On July 8, 2019, the Company was granted the option to acquire a 100% interest in the Terrace Property, situated in the Omineca Mining Division, British Columbia. Consideration to earn the 100% interest is as follows:
Cash payments:
i) $20,000 on signing (paid); ii) a further $30,000 on or before July 8, 2020 (paid); iii) a further $50,000 on or before July 8, 2021; and iv) a further $200,000 on or before July 8, 2022.
The property is subject to a 3.0% net smelter return upon exercise of the option, and upon the commencement of commercial production. Upon commencement of commercial production, the Company shall make quarterly royalty payments owing and payable to the Optioner one-hundredtwenty days following the completion of the Company’s quarter end. The Net smelter return payments are to be based on US value of metal prices and the Company is entitled to purchase 2% of the Royalty from the Optioner at any time for a cash payment of $1,000,000.
During the year ended April 30, 2020, the Company staked five additional claims totalling 3,625.3 hectares located 10 kilometeres east of Terrace at a cost of $9,175.
During the year ended April 30, 2021, the Company decided not to proceed with the Terrace property and have recorded an impairment of $293,677 to write-off the $59,175 in acquisition cost and $234,502 in exploration expenditures.
e) Del Norte property
On January 6, 2020, the Company entered into an option agreement to acquire up to 75% interest in the Del Norte property, situated 34 kilometres east of Stewart, BC, comprising of 5,830.16 hectares in 13 separate claims. The property is subject to a 2% net smelter returns royalty. Consideration to earn the first 55% interest consist of cash payments of $200,000 over four years, issuance of 800,000 common shares on signing, issuance of $180,000 of common shares of the Company over four years and exploration expenditures of $4,000,000 over five years as follows:
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Decade Resources Ltd. Notes to the Condensed Interim Financial Statements October 31, 2021 (Stated in Canadian Dollars) (Unaudited – Prepared by Management)
Note 5 Exploration and Evaluation Assets – (cont’d)
e ) Del Norte property – (cont’d)
Cash payments and share issuances:
-
i) $20,000 on signing (paid) and the issuance of 800,000 common shares (issued) of the Company upon receipt of exchange approval;
-
ii) $30,000 cash payment (paid) and issuance of $30,000 worth of common shares (issued) of the company on or before the earlier of January 6, 2021 and the date which is 30 days after the date on which the Company has made the year one expenditures;
-
iii) $40,000 cash payment (paid) and issuance of $40,000 worth of common shares (issued) of the company on or before the earlier of January 6, 2022 and the date which is 30 days after the date on which the Company has made the year two expenditures;
-
iv) $50,000 cash payment (paid) and issuance of $50,000 worth of common shares (issued) of the company on or before the earlier of January 6, 2023 and the date which is 30 days after the date on which the Company has made the year three expenditures;
-
v) $60,000 cash payment and issuance of $60,000 worth of common shares of the company on or before the earlier of January 6, 2024 and the date which is 30 days after the date on which the Company has made the year four expenditures;
Exploration expenditures:
-
i) $400,000 on or before January 6, 2021 (incurred);
-
ii) $500,000 on or before January 6, 2022 (incurred); iii) $600,000 on or before January 6, 2023; iv) $1,000,000 on or before January 6, 2024; and v) $1,500,000 on or before January 6, 2025.
The Company has the right to earn an additional 20% interest in the property by placing the property into production.
f ) Lord Nelson property
On August 24, 2020, the Company entered into an option agreement to acquire up to 75% interest in the Lord Nelson property, situated in the Skeena mining division of the province of British Columbia for interest in 6 mineral claims. Consideration to earn the first 55% interest consist of cash payments of $100,000 over four years, issuance of 400,000 common shares on signing, issuance of $90,000 of common shares of the Company over four years and exploration expenditures of $2,000,000 over five years as follows:
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Decade Resources Ltd. Notes to the Condensed Interim Financial Statements October 31, 2021 (Stated in Canadian Dollars) (Unaudited – Prepared by Management)
Note 5 Exploration and Evaluation Assets – (cont’d)
f ) Lord Nelson property – (cont’d)
Cash payments and share issuances:
-
ii) $10,000 on signing (paid) and the issuance of 400,000 common shares (issued) of the Company upon receipt of exchange approval;
-
ii) $15,000 cash payment (paid) and issuance of $15,000 worth of common shares (issued) of the company on or before the earlier of August 24, 2021 and the date which is 30 days after the date on which the Company has made the year one expenditures;
-
iii) $20,000 cash payment and issuance of $20,000 worth of common shares of the company on or before the earlier of August 24, 2022 and the date which is 30 days after the date on which the Company has made the year two expenditures;
-
iv) $25,000 cash payment and issuance of $25,000 worth of common shares of the company on or before the earlier of August 24, 2023 and the date which is 30 days after the date on which the Company has made the year three expenditures;
-
v) $30,000 cash payment and issuance of $30,000 worth of common shares of the company on or before the earlier of August 24, 2024 and the date which is 30 days after the date on which the Company has made the year four expenditures;
Exploration expenditures:
- i) $200,000 on or before August 24, 2021 (incurred); ii) $250,000 on or before August 24, 2022; vi) $300,000 on or before August 24, 2023; vii) $500,000 on or before August 24, 2024; and viii) $750,000 on or before August 24, 2025.
The Company has the right to earn an additional 20% interest in the property by placing the property into production.
Note 6 Share Capital
a) Authorized:
Unlimited number of common shares without par value.
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Decade Resources Ltd. Notes to the Condensed Interim Financial Statements October 31, 2021 (Stated in Canadian Dollars) (Unaudited – Prepared by Management)
Note 6 Share Capital – (cont’d)
b) Issued:
For the six months ended October 31, 2021:
In the month of June 2021, the Company issued a total of 1,893,572 flow-through units at $0.07 per unit for proceeds of $132,550 and 7,210,010 non-flow-through units at $0.05 per unit for proceeds of $360,501. Each flow-through unit consists of one flow-through common share and one transferable non-flow-through common share purchase warrant. Each warrant entitles the holder to purchase, for a period of 24 months, one additional common share of the Company, at a price of $0.10 per share. Each non-flow-through unit consists of one common share of the Company and one transferable common share purchase warrant. Each warrant entitles the holder to purchase, for a period of 24 months, one additional common share of the Company, at a price of $0.08 per share. The Company recognized a flow-through premium of $37,871 on the private placement. As at October 31, 2021, the Company had incurred the exploration expenditures and have reversed the flow-through premium of $37,871 to other income.
On August 13, 2021, The Company issued 10,000,000 non-flow-through units at $0.05 per unit for proceeds of $500,000. Each non-flow-through unit consists of one common share of the Company and one transferable common share purchase warrant. Each warrant entitles the holder to purchase, for a period of 24 months, one additional common share of the Company, at a price of $0.08 per share.
On August 18, 2021, the Company issued 1,000,000 common shares at a fair value of $0.05 per share for a total of $50,000 pursuant to the Del Norte property agreement.
On August 23, 2021, the Company issued 300,000 common shares at a fair value of $0.05 per share for a total of $15,000 pursuant to the Lord Nelson property agreement.
In the month of September 2021, the Company issued a total of 7,625,000 flow-through units at $0.07 per unit for proceeds of $533,750 and 6,150,000 non-flow-through units at $0.05 per unit for proceeds of $307,500. Each flow-through unit consists of one flow-through common share and one transferable non-flow-through common share purchase warrant. Each warrant entitles the holder to purchase, for a period of 24 months, one additional common share of the Company, at a price of $0.10 per share. Each non-flow-through unit consists of one common share of the Company and one transferable common share purchase warrant. Each warrant entitles the holder to purchase, for a period of 24 months, one additional common share of the Company, at a price of $0.08 per share. The Company recognized a flow-through premium of $152,500 on the private placement. As at October 31, 2021, the Company had incurred the exploration expenditures and have reversed the flow-through premium of $152,500 to other income.
Year ended April 30, 2021
On June 12, 2020, pursuant to debt settlement agreements, the Company issued 10,000,000 common shares at a deemed share price of $0.025 per share, to satisfy related party debts in the amount of $249,500. The common shares had a fair value of $450,000 on the issuance date and therefore the Company recorded a loss on debt settlement of $200,500 in relation to the debt settlement.
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Decade Resources Ltd. Notes to the Condensed Interim Financial Statements October 31, 2021 (Stated in Canadian Dollars) (Unaudited – Prepared by Management)
Note 6 Share Capital – (cont’d)
b) Issued: - (cont’d)
Year ended April 30, 2021 – (cont’d)
On August 5, 2020, the Company issued 24,000,000 flow-through units pursuant to a private placement at $0.05 per flow-through unit for total proceeds of $1,200,000. Each flow-through unit is comprised of one flow-through common share and one transferable non-flow through common share purchase warrant, each warrant being exercisable for the purchase of one additional common share, at a price of $0.08 per share until August 5, 2022. Finder’s fees of $17,700 were paid in connection with the private placement. There was no flow-through premium on this private placement and a value of $nil was allocated to the warrants using the residual value method. The Company has incurred all of the required exploration expenditures relating to this flow through share issuance as of April 30, 2021.
On September 22, 2020, the Company issued 10,000,000 flow-through units and 1,000,000 non flowthrough units pursuant to a private placement at $0.10 per flow-through and non flow-through unit for total proceeds of $1,100,000. Each flow-through unit is comprised of one flow-through common share and one transferable non-flow through common share purchase warrant, each warrant being exercisable for the purchase of one additional common share, at a price of $0.12 per share until September 22, 2022. Each non flow-through unit is comprised of one common share and one transferable non-flow through common share purchase warrant, each warrant being exercisable for the purchase of one additional common share, at a price of $0.12 per share until September 22, 2022. Finder’s fee of $3,900 were paid in connection with the private placement. There was no flow-through premium on this private placement and a residual value of $220,000 was allocated to the warrants using the residual value method. The Company has incurred approximately $815,000 of the required exploration expenditures relating to this flow through share issuance as of April 30, 2021 and needs to incur a further $184,000 of exploration expenditures by December 31, 2021.
On November 18, 2020, the Company issued 400,000 common shares at a fair value of $0.06 per share for a total of $24,000 pursuant to the Lord Nelson property agreement.
During the month of March 2021, the Company issued 1,019,382 common shares at a fair value of $0.0687 per share for a total of $70,000 pursuant to the Del Norte property agreement.
During the year ended April 30, 2021, the Company issued a total of 5,660,999 common shares pursuant to the exercise of share purchase warrants for total proceeds of $445,170.
During the year ended April 30, 2021, the Company issued a total of 577,000 common shares pursuant to the exercise of stock options for total prceeds of $32,120. The Company transferred $29,620 from contributed surplus to share capital.
17
Decade Resources Ltd. Notes to the Condensed Interim Financial Statements October 31, 2021 (Stated in Canadian Dollars) (Unaudited – Prepared by Management)
Note 6 Share Capital – (cont’d)
c) Commitments:
Share Purchase Warrants:
A summary of share purchase warrant activity for the six months ended October 31, 2021 and for the year ended April 30, 2021 is presented below:
| Outstanding, beginning of period Issued Exercised Expired Outstanding, end of period |
Six months ended October 31, 2021 Weighted Average Exercise Warrants Price 44,800,000 $0.09 32,878,582 $0.09 - $ - (10,000,000) $0.06 67,678,582 $0.09 |
Year ended April 30, 2021 |
||
|---|---|---|---|---|
Weighted Average Exercise Warrants Price 41,056,614 $0.07 35,000,000 $0.09 (5,660,999) $0.08 (25,595,615) $0.08 44,800,000 $0.09 |
||||
At October 31, 2021, the Company had 67,678,582 share purchase warrants outstanding entitling the holders the right to purchase one common share for each warrant held as follows:
| Number of | Exercise | |
|---|---|---|
| Warrants | Price | Expiry Date |
| 23,800,000 | $0.08 | August 5, 2022 |
| 7,625,000 | $0.10 | September 14, 2022 |
| 11,000,000 | $0.12 | September 22, 2022 |
| 1,672,143 | $0.10 | June 4, 2023 |
| 6,350,010 | $0.08 | June 4, 2023 |
| 221,429 | $0.10 | June 22, 2023 |
| 860,000 | $0.08 | June 22, 2023 |
| 10,000,000 | $0.08 | August 13, 2023 |
| 6,150,000 | $0.08 | September 14, 2023 |
| 67,678,582 |
At October 31, 2021, the outstanding share purchase warrants had a weighted average remaining contractual life of 1.16 years.
18
Decade Resources Ltd. Notes to the Condensed Interim Financial Statements October 31, 2021 (Stated in Canadian Dollars) (Unaudited – Prepared by Management)
Note 6 Share Capital – (cont’d)
c) Commitments: - (cont’d)
Share-based Compensation Plan:
The Company has a Stock Option Plan (“the Plan”) under which it is authorized to grant options to directors, officers, consultants or employees of the Company. The number of options granted under the Plan is limited to 10% of the number of issued and outstanding common shares of the Company at the date of grant. The exercise price of options granted under the Plan may not be less than the market value of the Company’s common shares on the date of grant. Options granted under the Plan have a maximum life of five years and vest on the date of grant or over periods determined by management.
A summary of stock option activity for the six months ended October 31, 2021 and for the year ended April 30, 2021 is presented below:
| Outstanding, beginning of period Granted Exercised Outstanding, end of period |
Six months ended October 31, 2021 Weighted Average Exercise Number Price 11,523,000 $0.06 - $ - - $- 11,523,000 $0.06 |
Year ended April 30, 2021 |
||||
|---|---|---|---|---|---|---|
At October 31, 2021, the Company had 11,523,000 stock options outstanding entitling the holders thereof the right to purchase one common share for each option held as follows:
| Number of Exercise Options Price 7,773,000 $0.06 3,750,000 $0.05 11,523,000 |
Expiry Date March 1, 2023 June 3, 2025 |
|---|---|
19
Decade Resources Ltd. Notes to the Condensed Interim Financial Statements October 31, 2021 (Stated in Canadian Dollars) (Unaudited – Prepared by Management)
Note 7 Related Party Transactions
The Company incurred the following charges by directors of the Company, by companies with directors in common with the Company and by a company managed by a director of the Company for the six months ended October 31, 2021 and 2020:
| Consulting fees Exploration and evaluation assets – drilling Exploration and evaluation assets – equipment rental Exploration and evaluation assets – field supplies & misc. Exploration and evaluation assets – geological Exploration and evaluation assets – supervision Management fees Property investigations expense Share-based compensation |
$ | 2021 18,000 715,800 60,145 - 56,800 2,500 120,000 10,500 - 983,745 |
$ | 2020 18,000 853,618 66,791 24,000 72,000 34,500 120,000 - 120,000 |
|---|---|---|---|---|
| $ | $ 1,308,909 |
During the six months ended October 31, 2021, the Company issued Nil (October 31, 2020: 10,000,000) common shares to debt settle $Nil (October 31, 2020: $250,000) in amounts due to related parties and recorded a gain on settlement of debt of $Nil (October 31, 2020: $142,500) to a company with a common director.
At October 31, 2021, exploration advances includes $124,000 (April 30, 2021: $20,000) paid to a director of the Company and to companies with directors in common.
At October 31, 2021, accounts payable and accrued liabilities includes $4,020 (April 30, 2021: $4,020) due to a director of the Company, to companies with directors in common with the Company and to a company managed by a director of the Company for unpaid fees.
Key management compensation
The Company considers its Chief Executive Officer and Chief Financial Officer to be key management. During the six months ended October 31, 2021 and 2020, the Company incurred the following key management charges:
| Management fees Share based compensation |
$ | 2021 120,000 - |
$ | 2020 120,000 90,000 |
|---|---|---|---|---|
| $ | $ | 210,000 |
20
Decade Resources Ltd. Notes to the Condensed Interim Financial Statements October 31, 2021 (Stated in Canadian Dollars) (Unaudited – Prepared by Management)
Note 8 Financial Instruments and Risk Management
The carrying amounts of financial assets and liabilities approximate their fair value.
Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:
-
Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;
-
Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and
-
Level 3 – Inputs that are not based on observable market data.
The Company’s financial instruments consist of cash, accounts receivable and accounts payable. Cash has been classified as FVTPL. Accounts receivable are classified as loans and receivables. Accounts payable are classified as other financial liabilities.
The fair value of the Company’s cash was measured using level one of the fair value hierarchy.
The Company’s financial instruments are exposed to certain financial risks. The risk exposures and the impact on the Company’s financial instruments are summarized below.
Credit Risk
Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The Company’s cash and accounts receivable are exposed to credit risk. The Company reduces its credit risk on cash by placing these instruments with large financial institutions.
Interest Rate Risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s considers its exposure to interest rate risk to be not significant.
Liquidity Risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s policy is to ensure that it always has sufficient cash to allow it to meet its liabilities when they become due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation. When future cash flows are uncertain, the liquidity risk increases.
The Company budgets with a plan to have sufficient cash on demand to meet expected operational expenses for a period of 30 days. The Company monitors its risk of shortage of funds by monitoring the maturity dates of existing trade and other accounts payable. The Company prepares monthly operating expenditure budgets, which are regularly monitored and updated as considered necessary. The Company intends to meet its current obligations through funds to be raised via the private placement of shares and through related party loans.
21
Decade Resources Ltd. Notes to the Condensed Interim Financial Statements October 31, 2021 (Stated in Canadian Dollars) (Unaudited – Prepared by Management)
Note 9 Non-cash Transactions
Investing and financing activities that do not have a direct impact on current cash flows are excluded from the statements of cash flows. The following transactions have been excluded from the statements of cash flows:
For the six months ended October 31, 2021:
- Included in accounts receivable is $5,215 of cost recoveries for exploration and evaluation assets expenditures from its joint venture partner on the Red Cliff property.
For the six months ended October 31, 2020:
- Included in accounts receivable is $9,406 of cost recoveries for exploration and evaluation assets expenditures from its joint venture partner on the Red Cliff property.
Note 10 Capital Disclosures
The Company’s objective when managing capital is to safeguard its ability to continue as a going concern. In order to facilitate the management of its capital requirements, the Company prepares periodic budgets that are updated as necessary. The Company manages its capital structure and makes adjustments to it to effectively support the Company’s objectives. In order to pay for general administrative costs, the Company will use its existing working capital and raise additional amounts as needed. The Company will continue to explore its mineral properties.
The Company reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. The Company considers shareholders equity and working capital as components of its capital base. The Company may access capital through the issuance of shares or the disposition of assets.
Management historically funds the Company’s expenditures by issuing share capital rather than using capital sources that require fixed repayments of principal and/or interest.
The Company is not subject to externally imposed capital requirements and does not have exposure to assetbacked commercial paper or similar products. The Company believes it will be able to raise additional equity capital as required, but recognizes the uncertainty attached thereto.
There has been no change in the Company’s approach to capital management during the periods ended October 31, 2021 and 2020.
22
Schedule 1
DECADE RESOURCES LTD.
CONDENSED INTERIM SCHEDULE OF EXPLORATION AND EVALUATION ASSETS for the six months ended October 31, 2021 (Stated in Canadian Dollars) (Unaudited – Prepared by Management)
| Property acquisition costs Balance, April 30, 2021 Cash paid Shares issued Balance, October 31, 2021 Deferred exploration costs Balance, April 30, 2021 Assays Drilling Equipment rental – Note 7 Field and supplies Geological Helicopter Labour Supervision Balance, October 31, 2021 Cost recoveries Balance, April 30, 2021 Joint venture – Note 5 Balance, October 31, 2021 Totals |
$ | Red Cliff 466,085 - - 466,085 12,739,792 - - 12,000 - 2,900 - - - 12,754,692 (4,177,492) (5,215) (4,182,707) 9,038,070 |
$ | Lord Nelson 34,000 15,000 15,000 64,000 300,600 - - - - 50 - - - 300,650 - - - 334,650 |
Goat/Surprise Creek $ 110,692 - - 110,692 517,553 - - - - 200 - - - 517,753 - - - $ 628,445 |
Treasure Mountain $ 407,857 - - 407,857 176,300 - - - - - - - - 176,300 - - - $ 584,157 |
Del Norte Property $ 144,000 90,000 50,000 284,000 1,612,045 15,559 750,159 90,145 71,205 89,642 297,384 38,625 2,500 2,967,264 - - - $ 3,251,264 |
Total $ 1,162,634 105,000 65,000 1,332,634 15,346,290 15,559 750,159 102,145 71,205 92,792 297,384 38,625 2,500 16,716,659 (4,177,492) (5,215) |
|---|---|---|---|---|---|---|---|---|
(4,182,707) |
||||||||
| $ | $ | $ | $ | $ 13,866,586 |
23
Schedule 1
DECADE RESOURCES LTD.
CONDENSED INTERIM SCHEDULE OF EXPLORATION AND EVALUATION ASSETS for the year ended April 30, 2021 (Stated in Canadian Dollars)
(Unaudited – Prepared by Management)
| Property acquisition costs Balance, April 30, 2020 Cash paid Shares issued Impairment Balance, April 30, 2021 Deferred exploration costs Balance, April 30, 2020 Assays Drilling Equipment rental Field and supplies Geological Helicopter Labour Supervision Impairment Balance, April 30, 2021 Cost recoveries Balance, April 30, 2020 Joint venture – Note 5 BC Mining Credit Balance, April 30, 2021 Totals |
Red Cliff $ 466,085 - - - 466,085 12,713,282 - - - 24,000 2,510 - - - - 12,739,792 (3,966,312) (9,278) (201,902) (4,177,492) $ 9,028,385 |
$ | Lord Nelson - 10,000 24,000 - 34,000 - - 300,000 - - 600 - - - - 300,600 - - - - 334,600 |
Goat/Surprise Creek $ 110,692 - - - 110,692 511,133 - - 5,320 - 1,100 - - - - 517,553 - - - - $ 628,245 |
Treasure Mountain $ 407,857 - - - 407,857 174,816 484 - - - 1,000 - - - - 176,300 - - - - $ 584,157 |
$ | Terrace Property 29,175 30,000 - (59,175) - 180,021 14,802 - 30,756 8,923 - - - - (234,502) - - - - - - |
Del Norte Property $ 44,000 30,000 70,000 - 144,000 10,680 103,774 620,928 65,985 88,449 235,031 311,359 133,839 42,000 - 1,612,045 - - - - $ 1,756,045 |
Total $ 1,057,809 70,000 94,000 (59,175) |
|---|---|---|---|---|---|---|---|---|---|
| 1,162,634 13,589,932 119,060 920,928 102,061 121,372 240,241 311,359 133,839 42,000 (234,502) |
|||||||||
| 15,346,290 (3,966,312) (9,278) (201,902) |
|||||||||
(4,177,492) |
|||||||||
| $ | $ | $ | $ | $12,331,432 |
24