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Doubleview Gold Corp. — Interim / Quarterly Report 2019
Jan 30, 2020
46538_rns_2020-01-29_df993152-2953-46c8-86a1-3c92d4a3e83c.pdf
Interim / Quarterly Report
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DOUBLEVIEW CAPITAL CORP. (An Exploration Company)
CONDENSED INTERIM FINANCIAL STATEMENTS (Unaudited – Prepared by Management, Expressed in Canadian dollars)
FOR THE NINE MONTHS ENDED NOVEMBER 30, 2019
1
These Financial Statements have been prepared in accordance with International Financial Reporting Standards. WE HEREBY GIVE NOTICE that our condensed interim financial statements for the nine month period ended November 30, 2019 which follow this notice have not been reviewed by an auditor
2
DOUBLEVIEW CAPITAL CORP.
CONDENSED INTERIM STATEMENTS OF FINANCIAL POSITION (UNAUDITED – PREPARED BY MANAGEMENT, EXPRESSED IN CANADIAN DOLLARS) AS AT
| ASAT | |
|---|---|
| November 30, 2019 February 28, 2019 |
|
| ASSETS Current Cash and cash equivelants Amounts receivable (Note 3) Total current assets Non-current Exploration and evaluation assets (Note 8) Reclamation bond Office Equipment (Note 4) Total non-current assets Total assets LIABILITIES Current Accounts payable and accrued liabilities (Note 5) Flow through share liability Total current liabilities EQUITY Share Capital (Note 6) Obligation to issue shares Reserves (Note 6) Deficit Total liabilities and equity |
(Audited) $ 665,962 $ 54,928 64,101 22,449 |
| 730,063 77,377 |
|
| 4,900,415 5,121,517 74,500 74,500 1,263 2,478 |
|
| 4,976,178 5,198,495 |
|
| $ 5,706,241 $ 5,275,872 | |
| $ 192,396 $ 204,399 67,596 35,317 |
|
| 259,992 239,716 | |
| 9,064,240 8,597,713 65,000 - 1,913,058 1,810,163 (5,596,049) (5,371,720) |
|
| 5,446,249 5,036,156 |
|
| $ 5,706,241 $ 5,275,872 | |
| Going concern(Note 1) Commitments(Note 8, 12) Subsequent events(Note 13) |
Approved and authorized by the Board on January 30, 2020:
| “Farshad Shirvani” Director Farshad Shirvani |
“Andrew Rees” Director Andrew Rees |
|---|---|
The accompanying notes are an integral part of these condensed interim financial statements.
3
DOUBLEVIEW CAPITAL CORP.
CONDENSED INTERIM STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED – PREPARED BY MANAGEMENT, EXPRESSED IN CANADIAN DOLLARS) FOR THE NINE MONTHS ENDED NOVEMBER 30,
| 2019 2018 2019 2018 Three Months ended November 30, Nine Months ended November 30, |
|
|---|---|
| Expenses Amortization (Note 4) Consulting fees Director's fees (Note 7) Investor relations Office and administrative Professional fees Rent (Note 7) Stock based compensation (Note 6) Transfer agent & filing fees Other items Flow-through share premium(Note 6) Net (income) loss for the period |
$ 405 $ 405 $ 1,215 $ 1,215 5,200 12,075 17,800 26,375 30,000 30,000 90,000 90,000 3,234 30,207 4,594 72,487 4,567 2,123 6,726 7,140 4,059 610 12,059 25,597 4,500 4,500 13,500 13,500 - 383,121 180,022 629,476 (142) 2,379 16,134 29,383 |
| 51,823 465,420 342,050 895,173 (117,721) - (117,721) - |
|
| (65,899) $ 465,420 $ 224,329 $ 895,173 $ |
|
| Loss per common share - basic and diluted | (0.00) $ 0.00 $ 0.00 $ 0.01 $ |
| Weighted average number of common shares outstanding - basic and diluted 109,211,455 105,511,691 108,755,358 104,990,922 |
The accompanying notes are an integral part of these condensed interim financial statements.
4
DOUBLEVIEW CAPITAL CORP.
CONDENSED INTERIM STATEMENTS OF CHANGES IN EQUITY
(UNAUDITED – PREPARED BY MANAGEMENT, EXPRESSED IN CANADIAN DOLLARS)
| Obligation No. of Shares Amount to issue shares Reserves Deficit Total Share Capital |
|
|---|---|
| Balance February 28, 2018 Shares issued for property Shares issued for stock options Stock based compensation (Note 6) Loss for the period Balance November 30, 2018 Shares issued for property Shares issued for stock options Stock based compensation (Note 6) Loss for the period Balance February 28, 2019 Shares issued for private placement Proceeds from share subscriptions Shares issued for stock options Stock based compensation (Note 6) Loss for the period Balance November 30, 2019 |
104,630,922 $8,357,395 - $1,227,755 $ (4,487,299) $5,097,851 650,000 52,000 - - - 52,000 525,000 90,134 - (37,634) - 52,500 - - - 629,476 - 629,476 - - - - (895,173) (895,173) |
| 105,805,922 $8,499,529 $0 $1,819,597 $ (5,382,472) $4,936,654 1,320,000 80,250 - - 80,250 85,000 17,934 (9,434) - 8,500 - - - - - - - - - - 10,752 10,752 |
|
| 107,210,922 8,597,713 - 1,810,163 (5,371,720) 5,036,156 3,000,000 300,000 - - 300,000 - - 65,000 - - 65,000 860,000 166,527 (77,127) - 89,400 - - - 180,022 - 180,022 - - - - (224,329) (224,329) |
|
| 111,070,922 $9,064,240 $65,000 $1,913,058 $ (5,596,049) $5,446,249 |
The accompanying notes are an integral part of these condensed interim financial statements.
5
DOUBLEVIEW CAPITAL CORP.
CONDENSED INTERIM STATEMENTS OF CASH FLOWS
(UNAUDITED – PREPARED BY MANAGEMENT, EXPRESSED IN CANADIAN DOLLARS) FOR THE NINE MONTHS ENDED NOVEMBER 30,
| 2019 2018 |
|
|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES Net loss for the period Items not affecting Cash Amortization Stock based compensation Changes in non-cash working capital items: Prepaid expenses Accounts receivable Accounts payable and accrued liabilities Net cash used in operating activities CASH FLOWS FROM FINANCING ACTIVITES Proceeds from Share issuance, net Net cash from financing activities CASH FLOWS FOR INVESTING ACTIVIES (Increase) decrease in reclamation bonds Expenditure on exploration and evaluation assets, net of recoveries Net cash used for investing activities Net increase (decrease) in cash during the period Cash, beginning of period Cash, end of period |
$ (224,329) $ (895,173) 1,215 1,215 180,022 629,476 - 2,001 (41,652) (22,180) (12,001) 131,313 |
| (214,467) (153,348) | |
| 604,399 52,500 | |
| 604,399 52,500 | |
| - (20,000) 221,102 (279,767) |
|
| 221,102 (299,767) | |
| 611,034 (400,615) 54,928 564,712 |
|
| $665,962 $164,097 |
The accompanying notes are an integral part of these condensed interim financial statements.
6
DOUBLEVIEW CAPITAL CORP. NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS (UNAUDITED – PREPARED BY MANAGEMENT, EXPRESSED IN CANADIAN DOLLARS) FOR THE NINE MONTHS ENDED NOVEMBER 30, 2019
1. CORPORATE INFORMATION AND GOING CONCERN
Doubleview Capital Corp. (the “Company”) was incorporated under the Business Corporations Act on January 18, 2008 pursuant to the Business Corporation Act of British Columbia. The Company is engaged in the exploration and development of mineral properties in North America and has not yet determined whether its properties contain ore reserves that are economically recoverable. The Company trades on the TSX Venture Exchange (“TSX-V”).
The head office and principal address of the Company is 880-409 Granville Street, Vancouver, British Columbia, Canada V6C 1T2. The Company’s registered address and records office is Suite 704-595 Howe Street, Vancouver, British Columbia, V6C 2T5.
These condensed interim financial statements have been prepared by management 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 generated any revenues to date and has incurred ongoing losses.
As the Company is in the exploration stage, the recoverability of the costs incurred to date on exploration and evaluation assets is dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the exploration and development of its properties and upon future profitable production or proceeds from the disposition of the properties and deferred exploration expenditures. The Company will have to raise funds to continue operations and, although it has been successful in doing so in the past, there is no assurance it will be able to do so in the future. These uncertainties may cast significant doubt about the Company’s ability to continue as a going concern. A number of alternatives including, but not limited to selling an interest in its exploration and evaluation assets or completing a financing, are being evaluated with the goal of funding ongoing activities and obtaining additional working capital. As at November 30, 2019, the Company has cash of $665,962 (February 28, 2019 - $54,928) on hand and a working capital of $470,071 (February 28, 2019 – working capital deficiency of $162,339). For the nine months ended November 30, 2019 and the year ended February 28, 2019, the Company incurred net losses of $224,329 and $884,421, respectively. These financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the going concern basis of accounting be inappropriate. These adjustments could be material.
2. BASIS OF PREPARATION
a) Statement of Compliance
These condensed interim financial statements for the nine months ended November 30, 2019, have been prepared in accordance with IAS 34, ‘Interim Financial Reporting’. The condensed interim consolidated financial information should be read in conjunction with the annual financial statements for the year ended February 28, 2019, which have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).
These unaudited condensed interim financial statements have been prepared using accounting policies consistent with those used in the Company’s annual financial statements for the year ended February 28, 2019.
The preparation of these financial statements requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported expenses during the period. Actual results could differ from these estimates.
These condensed interim financial statements were authorized for issue by the Audit Committee and Board of Directors on January 30, 2020.
7
DOUBLEVIEW CAPITAL CORP. NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS (UNAUDITED – PREPARED BY MANAGEMENT, EXPRESSED IN CANADIAN DOLLARS) FOR THE NINE MONTHS ENDED NOVEMBER 30, 2019
2. BASIS OF PREPARATION (cont’d…)
- b) Basis of Measurement
These condensed interim financial statements have been prepared on a historical costs basis except for financial instruments classified as financial instruments at fair value through profit or loss, which are stated at their fair value. In addition, this financial statement has been prepared using the accrual basis of accounting.
These condensed interim financial statements are presented in Canadian dollars, which is the Company’s functional currency.
The preparation of these condensed interim financial statements requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported expenses during the period. Actual results could differ from these estimates.
3. AMOUNTS RECEIVABLE
The Company’s amounts receivable consists of the following:
| November | 30, | February | 28, | |
|---|---|---|---|---|
| 2019 | 2019 | |||
| GST receivable | $ | 3,786 | $ | 19,584 |
| Due from relatedparties(Note 7) | 60,315 | 2,865 | ||
| Total | $ | 64,101 | $ | 22,449 |
4. EQUIPMENT
Equipment is comprised of the following:
| November 30, | November 30, | February 28, | |
|---|---|---|---|
| 2019 | 2019 | ||
| Cost | $ | 7,282 | $ 7,282 |
| Accumulated amortization | (6,019) | (4,804) | |
| Total | $ | 1,263 | $ 2,478 |
Amortization of $1,215 (2018 - $1,215) was charged during the nine months ended November 30, 2019.
8
DOUBLEVIEW CAPITAL CORP.
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS (UNAUDITED – PREPARED BY MANAGEMENT, EXPRESSED IN CANADIAN DOLLARS) FOR THE NINE MONTHS ENDED NOVEMBER 30, 2019
5. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
The Company’s accounts payable and accrued liabilities consist of the following:
| November 30, | February 28, | |
|---|---|---|
| 2019 | 2019 | |
| Accounts payable | $ 192,396 | $ 50,051 |
| Due to related parties (Note 7) | - | 139,348 |
| Accrued liabilities | - | 15,000 |
| Total | $ 192,396 | $ 204,399 |
6. SHARE CAPITAL
-
a) The authorized share capital of the Company consists of an unlimited number of common shares without par value and unlimited preferred shares without par value.
-
b) Issued and outstanding common shares:
In August 2018, the Company the Company issued 650,000 common shares at a fair market value of $43,810 for the acquisition of the Red Springs Property. In January 2019, the Company issued an additional 1,320,000 common shares at a fair market value of $88,440 for the acquisition of the Red Springs Property. In October 2018 and February 2019, the Company issued 610,000 common shares for the exercise of stock options generating gross proceeds of $61,000.
The Company issued 3,000,000 flow-through units on September 20, 2019 for total proceeds of $450,000. On issuance, the Company bifurcated the flow-through shares into i) a flow-through share premium of $150,000 that investors pay for the flow-through feature, which is recognized as a liability and; ii) share capital of $300,000. The flow through share liability was reduced by $117,721 as the Company expended the $353,164 on eligible exploration expenditures. Each unit was comprised of one common share and one share purchase warrant, with each warrant exercisable to purchase one additional common share at $0.15 per common share for a period of 2 years. The warrants are subject of accelerated expiry of 30 days, such that if at any time the average close price of the Company’s common share is equal to, or a greater than, $0.25 for 5 consecutive trading days at any time after 4 months of closing.
The Company issued a further 860,000 common shares in March and May 2019 for the exercise of stock options generating gross proceeds of $89,400.
c) Reserves
Reserves represent the fair value of stock options or compensation warrants until such time that the share-based instruments are exercised, at which time the corresponding amount is transferred to share capital.
9
DOUBLEVIEW CAPITAL CORP. NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS (UNAUDITED – PREPARED BY MANAGEMENT, EXPRESSED IN CANADIAN DOLLARS) FOR THE NINE MONTHS ENDED NOVEMBER 30, 2019
6. SHARE CAPITAL (cont’d…)
- d) Stock options
The Company has an incentive stock option plan that conforms to the requirements of the TSX-V. Options to purchase common shares have been granted to directors, officers, employees and consultants of the Company at exercise prices determined by the market value of the common shares on the date of the grant. The options vest immediately on the date of the grant or otherwise at the discretion of the Board.
The Company’s stock options outstanding and exercisable are as follows:
| Period ended | Year ended | |||
|---|---|---|---|---|
| November 30, | Weighted average |
February 28, | Weighted average | |
| 2019 | exerciseprice($) | 2019 | exerciseprice($) | |
| Beginning of the year | 10,310,000 | 0.11 | 6,855,000 | 0.12 |
| Granted | 2,360,000 | 0.11 | 6,650,000 | 0.11 |
| Exercised | (860,000) | 0.10 | (610,000) | 0.10 |
| Expired | (1,310,000) | 0.10 | (2,585,000) | 0.11 |
| End of theperiod | 10,500,000 | 0.11 | 10,310,000 | 0.11 |
Options to acquire common shares at November 30, 2019 are as follows:
| Number Outstanding | Exercise Price | Expiry Date |
|---|---|---|
| 300,000 | $0.16 | February 20, 2020 |
| 1,020,000 | $0.17 | April 27, 2020 |
| 390,000 | $0.10 | August 13, 2020 |
| 650,000 | $0.10 | April 29, 2021 |
| 2,150,000 | $0.10 | April 12, 2023 |
| 1,830,000 | $0.12 | September 5, 2023 |
| 1,800,000 | $0.10 | November 14, 2023 |
| 2,360,000 | $0.11 | May28,2024 |
| 10,500,000 |
The outstanding stock options have a weighted average remaining contractual life of 3.19 years (February 28, 2019 – 3.19 years).
During the nine months ended November 30, 2019, the Company granted 2,360,000 options exercisable at $0.11 per common share and expiring May 28, 2024. The granting of these incentive stock options resulted in stock-based compensation expense, calculated using the Black-Scholes Option Pricing Model, of $180,022 which was recorded as stock based-compensation expense. The assumptions used for the Black-Scholes Option Pricing Model valuation of stock options issued during the year were: a risk-free interest rate: 1.75%, an expected life 5 years, an annualized volatility of 130.65%, and a dividend yield of 0%.
10
DOUBLEVIEW CAPITAL CORP.
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS (UNAUDITED – PREPARED BY MANAGEMENT, EXPRESSED IN CANADIAN DOLLARS) FOR THE NINE MONTHS ENDED NOVEMBER 30, 2019
7. SHARE CAPITAL (cont’d…)
d) `Stock options (cont’d…)
The Company granted the following incentive stock options to directors, officers, employees and consultants of the Company during the year ended February 28, 2019:
-
April 12, 2018, 2,850,000 options exercisable at $0.10 per common share and expiring April 12, 2023;
-
September 5, 2018, 2,000,000 options exercisable at $0.12 per common share and expiring September 5, 2023; and
-
November 14, 2018, 1,800,000 options exercisable at $0.10 per common share and expiring November 14, 2023.
The granting of these incentive stock options resulted in stock-based compensation expense, calculated using the Black-Scholes Option Pricing Model, of $629,476 which was recorded as stock based-compensation expense. The assumptions used for the Black-Scholes Option Pricing Model valuation of stock options issued during the year were: a risk-free interest rate: 1.50%, an expected life 5 years, an annualized volatility of 151%, and a dividend yield of 0%.
- e) Warrants
| The Company’s warrants | outstandingare as follows: | |||
|---|---|---|---|---|
| Period ended | Weighted | Year ended | Weighted | |
| November 30, | average | February 28, | average | |
| 2019 | exerciseprice($) | 2019 | exerciseprice($) | |
| Beginning of the year | 25,282,732 | 0.07 | 39,306,022 | 0.10 |
| Issued | 3,000,000 | 0.15 | - | - |
| Expired | (450,000) | 0.15 | (14,023,290) | (0.15) |
| End of the period | 27,832,732 | 0.08 | 25,282,732 | 0.07 |
Warrants to acquire common shares at November 30, 2019 are as follows:
| Number outstanding | Exerciseprice | Expirydate |
|---|---|---|
| 2,232,732 | $ 0.10 | December 29, 2019* |
| 1,000,000 | $ 0.10 | September 4, 2020 |
| 10,000,000 | $ 0.08 | May 17, 2021 |
| 3,000,000 | $ 0.15 | September 20, 2021 |
| 11,600,000 | $0.05 | October 10,2022 |
| 27,832,732 |
- These warrants expired unexercised subsequent to November 30, 2019.
The outstanding warrants have a weighted average remaining contractual life of 1.95 years (February 28, 2019 – 2.68 years).
11
DOUBLEVIEW CAPITAL CORP.
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS (UNAUDITED – PREPARED BY MANAGEMENT, EXPRESSED IN CANADIAN DOLLARS) FOR THE NINE MONTHS ENDED NOVEMBER 30, 2019
7. RELATED PARTY TRANSACTIONS
Details of the transactions between the Company and other related parties during the nine months ended November 30, 2019 are disclosed below:
-
a) Incurred director’s fees of $90,000 (2018 - $90,000) to the CEO, President and director of the Company;
-
b) Incurred rent of $13,500 (2018 - $13,500) to a company controlled by the CEO, President and director of the Company;
At November 30, 2019, recorded in amounts receivable is $57,450 (February 28, 2019 - recorded in accounts payable and accrued liabilities is $126,198) due to a company controlled by the CEO, President and director of the Company.
At November 30, 2019, recorded in accounts payable and accrued liabilities is $NIL (February 28, 2019 - $10,000)) due to the CEO, President and director of the Company.
At November 30, 2019, recorded in accounts payable and accrued liabilities is $Nil (February 28, 2019 - $3,150) to a company controlled by the CFO of the Company.
At November 30, 2019, recorded in amounts receivable is $2,865 (February 28, 2019 - $2,865) due from companies controlled by the officers and directors of the Company.
8. EXPLORATION AND EVALUATION ASSETS
Mount Milligan North Property
The Company owns a 100% interest in the Mount Milligan North Property located in northwest Prince George, British Columbia.
During the year ended February 29, 2018, the Company capitalized $13,915 to the Mount Milligan North Property.
Hat Property
On August 29, 2011, and effective September 9, 2011 upon TSX-V approval, the Company entered into an option agreement whereby the Company was granted an option to acquire a 100% interest in the Hat Property located in the Sheslay District of north-western British Columbia. The Hat Property is subject to a 2% Net Smelter Royalty (“NSR”). The Company may repurchase 1% of the NSR on or before September 9, 2017 upon payment of $1,500,000.
During the year ended February 29, 2016, the Company issued 300,000 common shares with a fair value of $31,500 under the terms of the option agreement and also issued 125,000 common shares with a fair value of $16,250 as consideration for extending the due date of the final cash payment under the Hat Property agreement.
During the year ended February 28, 2017, the Company earned a 100% interest in the Hat Property through cash payment of $100,000.
As at November 30, 2019, the Company has posted reclamation bonds totalling $54,500 (February 28, 2019 - $54,500) with the Ministry of Energy and Mines for indemnification of site restoration of the Hat Property.
12
DOUBLEVIEW CAPITAL CORP.
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS (UNAUDITED – PREPARED BY MANAGEMENT, EXPRESSED IN CANADIAN DOLLARS) FOR THE NINE MONTHS ENDED NOVEMBER 30, 2019
8. EXPLORATION AND EVALUATION ASSETS (cont’d…)
On June 19, 2018, the Company entered into a definitive Option Agreement with Hudbay Minerals Inc (“Hudbay”). Under the terms of the Option Agreement, Hudbay will be the operator and has the right to earn up to a 65% interest in the Hat Property on the following terms:
Hudbay may earn an initial 51% interest in the Hat Property (the “First Option”): by incurring a total of $25,000,000 in exploration expenditures as follows:
(i) $2,000,000 in exploration expenditures by the first anniversary date,
(ii) an additional $5,000,000 in exploration expenditures by the second anniversary date,
(iii) an additional $7,000,000 in exploration expenditures by the third anniversary date, and
(iv) an additional $11,000,000 in exploration expenditures by the fourth anniversary date.
Hudbay must also deliver a resource estimate by the fourth anniversary date to exercise the First Option.
-
Hudbay may earn an additional 4% interest (cumulative 55% interest) in the Hat Property (the “Second Option”) by:
-
incurring a total of $15,000,000 in exploration expenditures by the seventh anniversary date;
-
completing pre-feasibility study by the seventh anniversary date; and
-
paying $1,000,000 in cash to the Company by the seventh anniversary date.
Hudbay may earn an additional 10% interest (cumulative 65% interest) in the Hat Property by completing a feasibility study by the tenth anniversary date (the “Third Option”). Under the terms of the Option Agreement, Hudbay may, on a one-time basis, elect to defer one year of exploration expenditures to a later date without extending the length of the agreement or the timeline for earning an interest in the Hat Property.
Upon exercise of the First Option, the Second Option or the Third Option, Hudbay may elect to form a joint venture with the Company in respect of the Hat Property. If Hudbay elects not to proceed with the Second Option, The Company has the right to purchase a 2% interest from Hudbay for $500,000, which would result in the Company holding a 51% interest in the project and becoming the operator.
On September 25, 2018, the definitive Option Agreement was amended to allow the Company to incur $200,000 in expenditures on the Property on or before December 31, 2018.
On July 28, 2019, the Company announced that the Option Agreement between Hudbay and Doubleview was terminated. As a result, the Company plans to resume its own exploration on the Hat Copper-Gold Porphyry Property.
In accordance with the Hudbay Doubleview Option Agreement, Hudbay paid the company 100% of the BC Mining Exploration Tax Credit of $334,215.00 and $239,000 in consulting fees during the nine months ended November 30, 2019.
13
DOUBLEVIEW CAPITAL CORP.
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS (UNAUDITED – PREPARED BY MANAGEMENT, EXPRESSED IN CANADIAN DOLLARS) FOR THE NINE MONTHS ENDED NOVEMBER 30, 2019
8. EXPLORATION AND EVALUATION ASSETS (cont’d…)
Red Springs Property
On September 8, 2013, and effective September 23, 2013 upon TSX-V approval. The Company entered into an option agreement with a director of the Company whereby the Company was granted an option to acquire a 90% interest in certain claims comprising the Red Springs property, located in the Omineca district of British Columbia. In order to exercise the option, the Company was required to:
-
a) Pay an aggregate $127,000 as follows:
-
i) $7,000 on or before August 8, 2014;
-
ii) $15,000 on or before August 8, 2015; iii) $25,000 on or before August 8, 2016; iv) $35,000 on or before August 8, 2017; and v) $45,000 on or before August 8, 2018.
-
b) Issue an aggregate 800,000 common shares of the Company as follows:
-
i) 50,000 common shares on TSX-V approval (issued at a fair value for $3,000); ii) 100,000 on or before August 8, 2014 (issued at a fair value of $15,000); iii) 150,000 on or before August 8, 2015; iv) 200,000 on or before August 8, 2016; and v) 300,000 on or before August 8, 2017.
-
c) Incur aggregate exploration expenditures of $650,000 as follows:
-
i) $100,000 on or before August 8, 2014; ii) $100,000 on or before August 8, 2015; iii) $100,000 on or before August 8, 2016;
-
iv) $100,000 on or before August 8, 2017; and v) $650,000 on or before August 8, 2018.
On June 27, 2018, the Company entered into an amended agreement with a director of the Company with regards to the Red Springs property in which all previous cash payments and exploration expenditure commitments were waived and replaced with a single cash payment of $132,000 on or before August 8, 2020.
In August 2018 and January 2019, the Company issued 650,000 common shares at a fair value of $43,810 and 1,320,000 shares at a fair value of $88,440 for the acquisition of the property.
On January 28, 2019, the Company entered into an Option Agreement with 1169787 BC Ltd. (later changed its name to Mucho Cobre Resources Inc.). The Option Agreement terms and commitments are:
The Optionee will acquire a 60% interest on Doubleview’s 90% owned Red Spring upon:
-
(a) the Optionee paying an aggregate of $500,000 to Doubleview as follows:
-
(i) $15,000 on or before the first anniversary of the date of this Agreement;
-
(ii) $25,000 on or before the second anniversary of the date of this Agreement;
-
(iii) $60,000 on or before the third anniversary of the date of this Agreement;
-
(iv) $125,000 on or before the fourth anniversary of the date of this Agreement; and
-
(v) $275,000 on or before the fifth anniversary of the date of this Agreement.
14
-
(b) the Optionee issuing an aggregate 2,000,000 common shares (the “ Shares ”) to Doubleview as follows:
-
(i) 250,000 Shares on the date of this Agreement;
-
(ii) 250,000 Shares on or before the first anniversary of the date of this Agreement;
-
(iii) 250,000 Shares on or before the second anniversary of the date of this Agreement;
-
(iv) 500,000 Shares on or before the third anniversary of the date of this Agreement; and
-
(v) 750,000 Shares on or before the fourth anniversary of the date of this Agreement.
-
(c) the Optionee incurring aggregate Exploration Expenditures of $4,000,000 on the Red Spring as follows:
-
(i) $150,000 of Exploration Expenditures on or before the first anniversary of this Agreement; (ii) an additional $350,000 of Exploration Expenditures on or before the second anniversary of this Agreement;
-
(iii) an additional $1,000,000 of Exploration Expenditures on or before the third anniversary of this Agreement;
-
(iv) an additional $1,000,000 of Exploration Expenditures on or before the fourth anniversary of this Agreement;
-
(v) an additional $1,500,000 of Exploration Expenditures on or before the fifth anniversary of this Agreement.
Doubleview will retain a 0.5% Net Smelter Royalty upon commencement of Commercial Production, of which 0.5% of the Net Smelter Royalty may be purchased for $600,000.
The Red Spring property was discovered in 1972 and was then explored by technical surveys and a small number of shallow drill holes. Doubleview’s geological consultant completed an initial property evaluation in 2013 and applied for and received an Exploration Permit, subject to various conditions, including a reclamation bond. The Company did not activate the Permit which has now lapsed. A Doubleview field crew in late 2016 completed a soil geochemical sampling program of 293 soil samples that included an area of historic work, including drilling, where drill holes intercepted from 12 to 50 metres of copper and silver mineralization. The 2016 work revealed a previously unrecognized area with elevated levels of zinc and silver values in soils situated south of the area of copper mineralization. The significance of the zinc-silver anomalous soil analyses has not been determined and the Company is planning further work, possibly including drilling in both the copper-silver and zinc-silver areas.
15
DOUBLEVIEW CAPITAL CORP.
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS (UNAUDITED – PREPARED BY MANAGEMENT, EXPRESSED IN CANADIAN DOLLARS) FOR THE NINE MONTHS ENDED NOVEMBER 30, 2019
8. EXPLORATION AND EVALUATION ASSETS (cont’d…)
Summary of exploration and evaluation assets:
| Summary of exploration and evaluation assets: | ||||||||
|---|---|---|---|---|---|---|---|---|
| Mount Milligan | ||||||||
| North | Red Springs | |||||||
| Acquisition costs | Property | Hat | Property | property | Total | |||
| Balance as at February 28, 2018 | $ | 1 |
$ | 370,750 |
$ | 3,780 |
374,531 | |
| Acquisition costs incurred: | ||||||||
| For shares | - | - | 132,250 | 132,250 | ||||
| 2019 | $ | 1 | $ | 370,750 | $ | 136,030 | $ | 506,781 |
| g | ||||||||
| North | Red Springs | |||||||
| Exploration costs | Property | Hat | Property | Property | Total | |||
| Balance as at February 28, 2018 | - | 4,308,870 | 5,013 | 4,313,883 | ||||
| Exploration costs incurred | ||||||||
| Surveys, mapping, sampling and other | 13,915 | 223,722 | 42,129 | 279,766 | ||||
| Other | - | 21,087 | - | 21,087 | ||||
| Balance as at February 28, 2019 | $ | 13,915 |
$ | 4,553,679 |
$ | 47,142 |
$ | 4,614,736 |
| Exploration costs incurred | ||||||||
| Surveys, mapping, sampling and other | - | 354,683 | 1,650 | 356,333 | ||||
| BC Mining Credit | - | (4,220) | - | (4,220) | ||||
| Recoveries from Hudbay | - | (573,215) | - | (573,215) | ||||
| Balance as at November 30, 2019 | $ | 13,915 |
$ | 4,330,927 |
$ | 48,792 |
$ | 4,393,634 |
| Total at February 28, 2019 | $ | 13,916 |
$ | 4,924,429 |
$ | 183,172 |
$ | 5,121,517 |
| Total at November 30, 2019 | $ | 13,916 |
$ | 4,701,677 |
$ | 184,822 |
$ | 4,900,415 |
16
DOUBLEVIEW CAPITAL CORP.
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS (UNAUDITED – PREPARED BY MANAGEMENT, EXPRESSED IN CANADIAN DOLLARS) FOR THE NINE MONTHS ENDED NOVEMBER 30, 2019
9. FINANCIAL INSTRUMENTS AND RISK
Fair value
IFRS 7 establishes a fair value hierarchy that prioritizes the input to valuation techniques used to measure fair value as follows:
Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).
As at November 30, 2019, the Company’s financial instruments are comprised of cash, amounts receivable, accounts payable and due to related parties. The carrying value of amounts receivable, accounts payable and due to related parties approximate their fair values due to the relatively short periods to maturity of these financial instruments.
Risk management
The Company’s risk exposures and the impact on the Company’s financial instruments are summarized below:
Credit risk
Credit risk is the risk of potential loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Company’s credit risk is limited to the carrying amount on the statement of financial position and arises from the Company’s cash and cash equivalents and amounts receivables.
The Company’s cash and cash equivalents are held with a Canadian chartered bank, which are high-credit quality financial institutions. Receivables are primarily due from the Government of Canada and credit risk is assessed as low.
Liquidity risk
Liquidity risk is the risk that the Company will not meet its financial obligations as they fall due. The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at November 30, 2019 the Company had a cash balance of $665,962 (February 28, 2019 - $54,928) to settle current liabilities of $259,992 (February 28, 2019 – $239,716). Company does not have enough funds to cover the current financial liabilities and will be required to obtain additional financing. All the Company’s financial liabilities have contractual maturities of 30 days or less are due on demand and are subject to normal trade terms. Liquidity risk is assessed as high.
17
DOUBLEVIEW CAPITAL CORP.
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS (UNAUDITED – PREPARED BY MANAGEMENT, EXPRESSED IN CANADIAN DOLLARS) FOR THE NINE MONTHS ENDED NOVEMBER 30, 2019
9. FINANCIAL INSTRUMENTS AND RISK (cont’d …
Market risk
Market risk is the risk of loss that may arise from changes in market factors such as interest rates and foreign exchange rates.
- (a) Interest rate risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company has cash balances and interest-bearing debt at fixed rates. Interest rate risk is considered to be low.
- (b) Foreign currency rate risk
While the Company is domiciled in Canada and its capital is raised in Canadian dollars, the Company is not exposed to any significant foreign exchange risk.
Sensitivity analysis
The carrying value of cash, amounts receivable, accounts payable and accrued liabilities approximate their fair values due to the relatively short periods to maturities of these financial instruments.
Based on management’s knowledge of and experience in the financial markets, management does not believe that the Company’s current financial instruments will be materially affected by credit risk, liquidity risk or market risk.
10. CAPITAL MANAGEMENT
The Company manages its cash and common shares as capital. The Company manages its capital with the following objectives:
-
to ensure sufficient financial flexibility to achieve the on-going business objectives including, but not limited to pursuing the exploration of its exploration and evaluation assets, funding of future growth opportunities, and pursuit of new acquisitions; and
-
to maximize shareholder return through enhancing the share value.
The Company monitors its capital structure and makes adjustments according to market conditions in an effort to meet its objectives given the current outlook of the business and industry in general. The Company manages its capital structure by issuing new shares, adjusting capital spending or disposing of assets. In addition, management of the Company’s capital structure is facilitated through its financial and operational forecasting processes. The forecast of the Company’s future cash flows is based on estimates of commodity prices, forecast capital and operating expenditures, and other investing and financing activities. The forecast is regularly updated based on new commodity prices and other changes, which the Company views as critical in the current environment.
The Company is not subject to any externally imposed capital requirements and there have not been any changes to capital management from the prior year.
18
DOUBLEVIEW CAPITAL CORP.
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS (UNAUDITED – PREPARED BY MANAGEMENT, EXPRESSED IN CANADIAN DOLLARS) FOR THE NINE MONTHS ENDED NOVEMBER 30, 2019
11. SEGMENTED INFORMATION
The Company operates in one reportable operating segment, being the exploration and development of exploration and evaluation assets in Canada. All of its long term assets are located in Canada.
12. COMMITMENTS
-
a) Effective July 1, 2011, the Company approved an office facility service agreement, whereby the Company is required to pay $1,500 per month for rent to a company controlled by the CEO, President, and director of the Company.
-
b) Effective April 1, 2013, the Company approved an employment agreement, whereby the Company is required to pay $120,000 per annum to the CEO, President, and director of the Company. Pursuant to the agreement, the Company is required to pay a severance equal to two years of salary ($240,000).
13. SUBSEQUENT EVENTS
Subsequent to November 30, 2019:
a) the Company completed a private placement of 1,460,000 units at $0.10 per unit for gross proceeds of $146,000. Each unit consists of one share and one share purchase warrant, with each warrant entitling the holder to purchase an additional share at $0.15 per share for a period of two years from the date of issue; and
b) warrants to acquire 2,232,732 common shares at $0.10 per share expired unexercised.
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