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ECC Ventures 6 Corp. — Audit Report / Information 2022
Mar 14, 2023
48248_rns_2023-03-14_1698a8f1-2625-42c2-ba1e-db5cbea65cdf.pdf
Audit Report / Information
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ECC VENTURES 6 CORP.
Financial Statements
(Expressed in Canadian Dollars)
For the year ended December 31, 2022 and for the period from incorporation on August 11, 2021 to December 31, 2021
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INDEPENDENT AUDITOR’S REPORT
To the Shareholders of ECC Ventures 6 Corp.
Opinion
We have audited the accompanying financial statements of ECC Ventures 6 Corp. (the “Company”), which comprise the statements of financial position as at December 31, 2022 and 2021, and the statements of loss and comprehensive loss, changes in shareholders’ equity, and cash flows for the year ended December 31, 2022 and the period from incorporation on August 11, 2021 to December 31, 2021, and notes to the financial statements, including a summary of significant accounting policies.
In our opinion, these financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2022 and 2021, and its financial performance and its cash flows for the year ended December 31, 2022 and the period from incorporation on August 11, 2021 to December 31, 2021 in accordance with International Financial Reporting Standards (“IFRS”).
Basis for Opinion
We conducted our audits in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained in our audit is sufficient and appropriate to provide a basis for our opinion.
Material Uncertainty Related to Going Concern
We draw attention to Note 1 of the financial statements, which indicates that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Except for the matter described in the Material Uncertainty Related to Going Concern section, we have determined that there are no other key audit matters to communicate in our auditor’s report.
Other Information
Management is responsible for the other information. The other information obtained at the date of this auditor's report includes Management’s Discussion and Analysis.
Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
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In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
We obtained Management’s Discussion and Analysis prior to the date of this auditor’s report. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with IFRS, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company's financial reporting process.
Auditor's Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
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Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
The engagement partner on the audit resulting in this independent auditor’s report is Zachary Faure.
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Vancouver, Canada March 14, 2023
Chartered Professional Accountants
ECC VENTURES 6 CORP. Statements of Financial Position (Expressed in Canadian dollars) As at,
| December 31, | December 31, | |||
|---|---|---|---|---|
| 2022 | 2021 | |||
| Assets | ||||
| Current Assets: | ||||
| Cash | $ | 306,714 |
$ | 386,174 |
| GST receivable | 2,642 | 322 | ||
| Prepaid expenses | 2,101 | 2,001 | ||
| Total Assets | $ | 311,457 | $ | 388,497 |
| Liabilities and Shareholders’ Equity | ||||
| Current Liabilities: | ||||
| Accountspayable and accrued liabilities | $ | 10,206 | $ | 35,930 |
| 10,206 | 35,930 | |||
| Shareholders’ equity | ||||
| Share capital (Note 6) | 381,036 | 381,036 | ||
| Reserves (Note 6) | 65,233 | 65,233 | ||
| Deficit | **(145,018) ** | (93,702) | ||
| 301,251 | 352,567 | |||
| Total Liabilities and Shareholders’ Equity | $ | 311,457 | $ | 388,497 |
Nature of business and continuing operations (Note 1)
Approved on Behalf of the Board on March 14, 2023:
“Peter Dickie” Peter Dickie – CEO/CFO/Director
“Nathan Durno” Nathan Durno - Director
The accompanying notes are an integral part of these financial statements.
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ECC VENTURES 6 CORP. Statements of Loss and Comprehensive Loss (Expressed in Canadian dollars)
| For the period | For the period | ||||
|---|---|---|---|---|---|
| from | |||||
| incorporation | |||||
| on | August 11, | ||||
| For the year ended | 2021 to | ||||
| December 31, | December 31, | ||||
| 2022 | 2021 | ||||
| Expenses | |||||
| Administration and bank charges | $ | 12,072 | $ | 513 |
|
| Professional fees | 29,114 | 22,196 | |||
| Share-based payments (Note 5, 6) | - | 50,377 | |||
| Transfer agent and filingfees | 10,130 | 20,616 | |||
| (51,316) | (93,702) | ||||
| Loss and comprehensive loss for theperiod | $ | (51,316) | $ | (93,702) | |
| Weighted average number of common | |||||
| shares outstanding – basic and diluted | |||||
| (Note 7) | 3,650,000 | 1,661,268 | |||
| Basic and diluted lossper share(Note 7) | $ | (0.01) | $ | (0.06) |
The accompanying notes are an integral part of these financial statements.
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ECC VENTURES 6 CORP. Statements of Changes in Shareholders’ Equity (Expressed in Canadian dollars)
| Share Capital Reserves Number Amount $ $ |
Deficit Total Shareholders’ Equity $ $ |
||
|---|---|---|---|
| Balance, (incorporation) – August 11, 2021 Repurchased by the Company (Note 6) Common shares issued (Note 6) Share issuance costs Share-based payments Loss for theperiod |
1 1 - (1) (1) - 5,650,000 465,000 - - (83,964) 14,856 - - 50,377 - - - |
- 1 - (1) - 465,000 - (69,108) - 50,377 (93,702) (93,702) |
|
| Balance,December 31,2021 | 5,650,000 381,036 65,233 |
(93,702) 352,567 |
|
| Balance, December 31, 2021 Loss for theyear |
5,650,000 381,036 65,233 - - - |
(93,702) 352,567 (51,316) (51,316) |
|
| Balance, December 31, 2022 | 5,650,000 381,036 65,233 |
(145,018) 301,251 |
The accompanying notes are an integral part of these financial statements.
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ECC VENTURES 6 CORP. Statements of Cash Flows
(Expressed in Canadian dollars)
| For the year ended December 31, 2022 |
For the period from incorporation on August 11, 2021 to December 31, 2021 |
|---|---|
| Cash provided by (used for) Operating Activities: Loss for the period $ (51,316) $ Items not involving cash: Share-based payments - Net change in non-cash working capital items: Accounts payable and accrued liabilities (25,724) GST receivable (2,320) Prepaid expenses (100) |
(93,702) 50,377 35,930 (322) (2,001) |
| (79,460) | (9,718) |
| Financing Activity: Proceeds from share issuance (Note 6) - Share issuance costs (Note 6) - |
465,000 (69,108) |
| - | 395,892 |
| Change in cash for the period (79,460) Cash,beginningof theperiod 386,174 |
386,174 - |
| Cash,end of theyear $ 306,714 $ |
386,174 |
| Supplementary information with respect to cash flows: Income taxes paid $ - $ Interest paid $ - $ |
- - |
| Non-cash transactions: Agent options issued $ - $ |
14,856 |
The accompanying notes are an integral part of these financial statements.
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ECC VENTURES 6 CORP. Notes to the Financial Statements For the year ended December 31, 2022 (Expressed in Canadian dollars)
1. NATURE OF BUSINESS AND CONTINUING OPERATIONS
ECC Ventures 6 Corp. (the “Company”) was incorporated on August 11, 2021 under the laws of British Columbia and is classified as a Capital Pool Company (“CPC”) as defined in the TSX Venture Exchange (“TSX-V” or the “Exchange”) Policy 2.4. The head office of the Company is located at 1600 – 609 Granville Street, Vancouver, British Columbia V7Y 1C3, and the records and registered office is located at 2200 HSBC Building 885 West Georgia Street, British Columbia, V6C 3E8.
Since incorporation on August 11, 2021, the Company has had no active business operations. As a CPC, the Company’s business objective is to identify and evaluate assets or businesses with a view to potential acquisition or participation by completing a Qualifying Transaction (“QT”), as defined in Exchange Policy 2.4 subject, in certain cases, to shareholder approval and acceptance by the TSX-V.
As a CPC, the proceeds raised from the issuance of share capital may only be used to identify and evaluate assets or businesses for future investment, with the exception that up to $3,000 per month may be used for reasonable general and administrative expenses of the Company. These restrictions will apply until completion of a QT by the Company as defined under the policies of the Exchange.
The Company has an accumulated deficit of $145,018 as at December 31, 2022. The Company's ability to continue its operations is dependent upon obtaining additional financing sufficient to cover its operating costs. All the preceding indicates 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 give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying financial statements.
2. STATEMENT OF COMPLIANCE
These financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and Interpretations issued by the International Financial Reporting Interpretations Committee (“IFRIC”).
3. BASIS OF PRESENTATION
The financial statements have been prepared on a historical cost basis, except for financial instruments classified as financial instruments at fair value through profit or loss, which are stated at their fair value. The financial statements are presented in Canadian dollars, which is also the Company’s functional currency. In addition, the financial statements have been prepared using the accrual basis of accounting except for cash flow information. The preparation of financial statements in compliance with IFRS requires management to make certain critical accounting estimates. It also requires management to exercise judgment in applying the Company’s accounting policies. The areas involving a higher degree of judgement of complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 4.
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ECC VENTURES 6 CORP. Notes to the Financial Statements For the year ended December 31, 2022 (Expressed in Canadian dollars)
4. SIGNIFICANT ACCOUNTING POLICIES
(a) Income taxes
Income tax is recognized in profit or loss except to the extent that it relates to items recognized in other comprehensive income or loss or directly in equity, in which case it is recognized in other comprehensive income or loss or equity.
Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at year end, adjusted for amendments to tax payable with regards to previous years.
Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the end of the reporting period applicable to the period of expected realization or settlement.
A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same tax authority and the group intends to settle its current tax assets and liabilities on a net basis.
(b) Share capital
Common shares are classified as shareholders’ equity. Transaction costs directly attributable to the issue of common shares and share purchase options are recognized as a deduction from equity, net of any tax effects.
(c) Share-based payments
The stock option plan allows Company directors, officers, employees, and consultants to acquire shares of the Company. The fair value of options granted is recognized as a share-based payment expense with a corresponding increase in shareholders’ equity. An individual is classified as an employee when the individual is an employee for legal or tax purposes (direct employee) or provides services similar to those performed by a direct employee. Consideration paid on the exercise of stock options is credited to share capital and the fair value of the options is reclassified from share-based payment reserve to share capital.
In situations where equity instruments are issued to non-employees and some or all the services received by the entity as consideration cannot be specifically identified, they are all measured at
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ECC VENTURES 6 CORP. Notes to the Financial Statements For the year ended December 31, 2022 (Expressed in Canadian dollars)
4. SIGNIFICANT ACCOUNTING POLICIES (continued)
(c) Share-based payments (continued)
the fair value of the share-based payment. Otherwise, share-based payments are measured at the fair value of the services received.
The fair value is measured at grant date and each tranche is recognized over the period during which the options vest. The fair value of the options granted is measured using the Black-Scholes option pricing model taking into account the terms and conditions upon which the options were granted. At each reporting date, the amount recognized as an expense is adjusted to reflect the number of stock options that are expected to vest.
(d) Basic and diluted loss per share
The Company presents basic and diluted loss per share data for its common shares, calculated by dividing the loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the year. Diluted loss per share does not adjust the loss attributable to common shareholders or the weighted average number of common shares outstanding when the effect is anti-dilutive. Contingently issuable shares are not considered outstanding common shares and consequently are not included in loss per share calculations.
(e) Financial instrument measurement and valuation
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 assets or liability either directly or indirectly; and Level 3 Inputs that are not based on observable market data.
The measurement of the Company’s financial instruments is disclosed in Note 9 to these financial statements. Any financial instrument that is valued using level 2 or 3 inputs will involve estimation uncertainty.
Financial assets
The Company classifies its financial assets in the following categories: at fair value through profit or loss (“FVTPL”), at fair value through other comprehensive income (“FVTOCI”) or at amortized cost. The determination of the classification of financial assets is made at initial recognition. Equity instruments that are held for trading (including all equity derivative instruments) are classified as
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ECC VENTURES 6 CORP. Notes to the Financial Statements For the year ended December 31, 2022 (Expressed in Canadian dollars)
4. SIGNIFICANT ACCOUNTING POLICIES (continued)
(e) Financial instrument measurement and valuation (continued)
FVTPL; for other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument-by-instrument basis) to designate them as at FVTOCI.
The Company’s accounting policy for each of the categories is as follows:
Financial assets at FVTPL: Financial assets carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the statement of profit or loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets held at FVTPL are included in the statement of profit or loss in the period.
Financial assets at FVTOCI: Investments in equity instruments at FVTOCI are initially recognized at fair value plus transaction costs. Subsequently they are measured at fair value, with gains and losses arising from changes in fair value recognized in other comprehensive income (loss).
Financial assets at amortized cost: A financial asset is measured at amortized cost if the objective of the business model is to hold the financial asset for the collection of contractual cash flows, and the asset’s contractual cash flows are comprised solely of payments of principal and interest. They are classified as current assets or non-current assets based on their maturity date and are initially recognized at fair value and subsequently carried at amortized cost less any impairment.
Impairment of financial assets at amortized cost: The Company assesses all information available, including on a forward-looking basis, the expected credit losses associated with its assets carried at amortized cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. To assess whether there is a significant increase in credit risk, the Company compares the risk of a default occurring on the asset as the reporting date, with the risk of default as at the date of initial recognition, based on all information available, and reasonable and supportive forward-looking information.
Financial liabilities and equity: Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangement. An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all its liabilities. Equity instruments issued are recorded at the proceeds received, net of direct issue costs.
(f) Critical accounting estimates and judgements
The preparation of financial statements requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, and expenses. Estimates and associated assumptions applied in determining asset or liability values are based on historical experience and various other factors including other sources that are believed to be reasonable under the circumstances but are not necessarily readily apparent or
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ECC VENTURES 6 CORP. Notes to the Financial Statements For the year ended December 31, 2022 (Expressed in Canadian dollars)
4. SIGNIFICANT ACCOUNTING POLICIES (continued)
(f) Critical accounting estimates and judgements (continued)
recognizable at the time such estimate or assumption is made. Actual results may differ from these estimates.
Estimates and underlying assumptions used in determining asset and liability values are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.
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 financial statements are discussed below:
Judgements
Going Concern
The preparation of the financial statements requires management to make judgments regarding the going concern of the Company as previously discussed in Note 1.
Estimates
Deferred tax assets and liabilities
The estimation of income taxes includes evaluating the recoverability of deferred tax assets based on an assessment of the Company’s ability to utilize the underlying future tax deductions against future taxable income prior to expiry of those deductions. Management assesses whether it is probable that some or all the deferred income tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income. To the extent that management’s assessment of the Company’s ability to utilize future tax deductions changes, the Company would be required to recognize more or fewer deferred tax assets, and future income tax provisions or recoveries could be affected.
Stock options
Determining the fair value of stock options requires estimates related to the choice of a pricing model, the estimation of stock price volatility, the expected forfeiture rate, and the expected term of the underlying instruments. Any changes in the estimates or inputs utilized to determine fair value could have a significant impact on the Company’s future operating results or on other components of shareholders’ equity.
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ECC VENTURES 6 CORP. Notes to the Financial Statements For the year ended December 31, 2022 (Expressed in Canadian dollars)
5. RELATED PARTY TRANSACTIONS
Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.
Key management personnel include persons having the authority and responsibility for planning, directing, and controlling the activities of the Company as a whole. The Company has identified its directors and certain senior officers as its key management personnel and the compensation costs for key management personnel and companies related to them are recorded at their exchange amounts as agreed upon by transacting parties.
During the year ended December 31, 2022 there was no key management compensation. During the period from incorporation on August 11, 2021 to December 31, 2021, $50,377 was recorded as sharebased compensation expense related to stock options granted to directors and officers of the Company. There were no other related party transactions.
As of December 31, 2022, $nil (2021 - $nil) was due to related parties.
6. SHARE CAPITAL
(a) Authorized
Unlimited number of common and preferred shares without par value.
(b) Issued and outstanding
As at December 31, 2022 and 2021, the issued share capital was comprised of 5,650,000 common shares.
The Company issued 1 common share for nominal consideration upon incorporation. The Company subsequently repurchased this share for the same amount.
On August 27, 2021, the Company completed a private placement financing and issued 2,000,000 common shares of the Company at a price of $0.05 per share for total proceeds of $100,000.
On August 27, 2021, the Company completed a private placement financing and issued 1,650,000 common shares of the Company at a price of $0.10 per share for total proceeds of $165,000.
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ECC VENTURES 6 CORP. Notes to the Financial Statements For the year ended December 31, 2022 (Expressed in Canadian dollars)
6. SHARE CAPITAL (continued)
(b) Issued and outstanding (continued)
On December 17, 2021, the Company completed an initial public offering (“IPO”) of 2,000,000 common shares at a price of $0.10 per share for gross proceeds of $200,000. The Company paid a cash commission of $20,000, a corporate finance fee of $12,000, $7,500 in legal fees, and $7,946 in agent’s expenses and granted to the agent, 200,000 agents’ options with a fair value of $14,856. In addition, the Company incurred other share issuance costs of $21,662.
(c) Escrowed shares
As at December 31, 2022, the 2,000,000 common shares issued at $0.05 per share are being held in escrow pursuant to the requirements of the Exchange. Twenty five percent of the escrowed common shares will be released from escrow on the issuance of the Final Exchange Bulletin (as defined in the policies of the Exchange) (the “Initial Release”) and an additional twenty five percent will be released on each of the dates which are six, twelve and eighteen months following the Initial Release.
All common shares acquired on exercise of stock options granted to directors and officers of the Company prior to completion of the QT, must also be deposited in escrow until the Final Exchange Bulletin is issued.
All common shares acquired in the secondary market prior to completion of a QT by a Control Person (as defined in the policies of the Exchange), are required to be deposited in escrow. Subject to certain permitted exemptions, all securities of the Company held by principals of the resulting issuer will also be subject to escrow.
(d) Stock options
On August 25, 2021, the Company adopted a stock option plan (the “Stock Option Plan”) whereby it can grant incentive stock options to directors, officers, employees, and technical consultants of the Company. The maximum numbers of shares that may be reserved for issuance under the Stock Option Plan is limited to 10% of the issued common shares of the Company at any time. The vesting period for all options is at the discretion of the Board of Directors. The exercise price will be set by the Board of Directors at the time of grant and cannot be less than the discounted market price of the Company’s common shares.
The Stock Option Plan provides that the number of common shares that may be reserved for the issuance to any one individual upon exercise of all stock options held by such an individual may not exceed 5% of the issued common shares, if the individual is a director or officer, or 2% of the issued common shares, if the individual is a consultant or engaged in providing investor relations services, on a yearly basis. All options granted under the Stock Option Plan will expire not later than the date that is ten years from the date that such options are granted. Options terminate earlier as follows: (i) immediately in the event of dismissal with cause; (ii) 90 days from date of
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ECC VENTURES 6 CORP. Notes to the Financial Statements For the year ended December 31, 2022 (Expressed in Canadian dollars)
6. SHARE CAPITAL (continued)
(d) Stock options (continued)
termination other than for cause; or (iii) one year from the date of death or disability. Options granted under the Stock Option Plan are not transferable or assignable other than by will or other testamentary instrument or pursuant to the laws of succession. All common shares acquired on exercise of stock options granted to directors and officers prior to the completion of a QT must be deposited in escrow until the final exchange bulletin relating to a QT is issued.
On December 17, 2021, the Company granted stock options to directors of the Company to acquire up to an aggregate of 565,000 common shares. Each option is exercisable to acquire one common share at a price of $0.10 any time prior to December 17, 2031. This resulted in sharebased payments expense of $50,377. This amount was also recorded as reserves on the statement of financial position. The fair value of stock options granted during the period was determined using a Black-Scholes option pricing model with the following assumptions: share price – $0.10, exercise price – $0.10, risk free rate – 0.98%, expected life – 10 years, and annualized volatility – 100%.
A summary of the Company’s stock option activity is as follows:
| Number of Options | Weighted Average Exercise Price | |
|---|---|---|
| Balance, August 11, 2021 | - | $ - |
| Granted | 565,000 | 0.10 |
| Balance, December 31, 2021, and | ||
| 2022 | 565,000 | $0.10 |
As at December 31, 2022, outstanding options were as follows:
| Remaining | ||||
|---|---|---|---|---|
| Number of Options | Exercise | Contractual | ||
| Grant Date | Outstanding and Exercisable | Price | Expiry Date | Life(Years) |
| December 17, | December 17, | |||
| 2021 | 565,000 | $0.10 | 2031 | 8.97 |
| Fully vested and | ||||
| exercisable, December 31, | ||||
| 2022 | 565,000 | $0.10 |
(e) Agent options
As part of the IPO on December 17, 2021, the Company granted to the agent options to acquire 200,000 common shares at a price of $0.10 per common share until December 17, 2026. The agent’s options were determined to have a fair value of $14,856 using a Black-Scholes option pricing model with the following assumptions: share price – $0.10, exercise price – $0.10, risk free rate – 0.98%, expected life – 5 years, and annualized volatility – 100%.
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ECC VENTURES 6 CORP. Notes to the Financial Statements For the year ended December 31, 2022 (Expressed in Canadian dollars)
6. SHARE CAPITAL (continued)
(e) Agent options (continued)
A summary of the Company’s agent option activity is as follows:
| Number of | Weighted Average | |
|---|---|---|
| Options | Exercise Price | |
| Balance, as of August 11, 2021 | - | $ - |
| Granted | 200,000 | 0.10 |
| Balance, December 31, 2021, and 2022 | 200,000 | $0.10 |
As at December 31, 2022, outstanding agent options were as follows:
| Remaining | ||||
|---|---|---|---|---|
| Number of Agent Options | Exercise | Contractual | ||
| Grant Date | Outstanding and Exercisable | Price | Expiry Date | Life(Years) |
| December 17, | December 17, | |||
| 2021 | 200,000 | $0.10 | 2026 | 3.96 |
| Fully vested and | ||||
| exercisable, December 31, | ||||
| 2022 | 200,000 | $0.10 |
7. BASIC AND DILUTED LOSS PER SHARE
The calculation of basic and diluted loss per share for the year ended December 31, 2022 was based on the loss attributable to common shareholders of $51,316 (period from incorporation on August 11, 2021 to December 31, 2021 - $93,702) and the weighted average number of common shares outstanding of 3,650,000 (period from incorporation on August 11, 2021 to December 31, 2021 – 1,661,268).
Escrow shares are considered contingently returnable until the Company completes a QT. Accordingly, subsequent to the Company’s listing on the TSX-V on December 17, 2021, the 2,000,000 shares held in escrow will not be considered to be outstanding for the purposes of the loss per share calculations.
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ECC VENTURES 6 CORP. Notes to the Financial Statements For the year ended December 31, 2022 (Expressed in Canadian dollars)
8. MANAGEMENT OF CAPITAL
Capital is comprised of the Company’s shareholders’ equity and any debt that it may issue. The Company’s objectives when managing capital are to maintain financial strength and to protect its ability to meet its ongoing liabilities, to continue as a going concern, to maintain creditworthiness and to maximize returns for shareholders over the long term. Protecting the ability to pay current and future liabilities includes maintaining capital above minimum regulatory levels, current financial strength rating requirements and internally determined capital guidelines and calculated risk management levels.
There were no changes to management’s approach to capital management during the year.
The proceeds raised from the issuance of share capital may only be used to identify and evaluate assets or businesses for future investment, with the exception that up to $3,000 per month may be used for reasonable general and administrative expenses of the Company. These restrictions apply until completion of a QT by the Company as defined under the policies of the Exchange.
9. FINANCIAL INSTRUMENTS
The Company is exposed in varying degrees to a variety of financial instrument related risks. The Board of Directors approves and monitors the risk management processes. The type of risk exposure and the way in which such exposure is managed is provided as follows:
Market Risk
Market risk is the risk that the fair value or future cash flows from a financial instrument will fluctuate because of changes in market prices or prevailing conditions. Market risk comprises three types of risk: currency risk, interest rate risk and other price risk and are disclosed as follows:
(i) Currency risk
Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company holds no financial instruments that are denominated in a currency other than Canadian dollars. As at December 31, 2022, the Company is not exposed to currency risk.
(ii) Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows will fluctuate as a result of changes in interest rates. The Company’s sensitivity to interest rates relative to its cash balances is currently immaterial. The Company also has no long-term debt with variable interest rates, so it has no negative exposure to changes in the market interest rate.
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ECC VENTURES 6 CORP. Notes to the Financial Statements For the year ended December 31, 2022 (Expressed in Canadian dollars)
9. FINANCIAL INSTRUMENTS (continued)
Market Risk (continued)
(iii) Price rate risk
The Company is exposed to price risk with respect to equity prices. Equity price risk is defined as the potential adverse impact on the Company's earnings due to movements in individual equity prices or general movements in the level of the stock market. The Company closely monitors individual equity movements and the stock markets to determine the appropriate course of action to be taken by the Company.
Credit Risk
Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. The Company’s credit risk is primarily attributable to its liquid financial assets including cash. The Company limits the exposure to credit risk by only investing its cash with high-credit quality financial institutions. The Company’s maximum exposure to credit risk is equal to the carrying amount of cash and GST receivable. Management believes that the credit risk related to its cash is negligible.
Liquidity Risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. At December 31, 2022, the Company has a cash balance of $306,714 to settle current liabilities of $10,206.
The Company likely has insufficient funds from which to finance any identified business acquisition and as such will require additional financing to accomplish the Company’s long-term strategic objectives. Future funding may be obtained by means of issuing share capital and/or debt financing. There can be no certainty of the Company’s ability to raise additional financing through these means. If the Company is unable to continue to finance itself through these means, it is possible that the Company will be unable to continue as a going concern. Consequently, the Company is exposed to liquidity risk as at December 31, 2022.
Fair Value Measurements
The fair value of cash is determined based on Level 1 inputs.
As at December 31, 2022, the Company’s financial instruments consist of cash, and accounts payable and accrued liabilities. Accounts payable and accrued liabilities are classified as amortized cost. The fair values of these financial instruments approximate their carrying values because of their shortterm nature.
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ECC VENTURES 6 CORP. Notes to the Financial Statements For the year ended December 31, 2022 (Expressed in Canadian dollars)
10. INCOME TAXES
The following table reconciles the amount of income tax recoverable on application of the combined statutory Canadian federal and provincial income tax rates:
| 2022 | 2021 | |
|---|---|---|
| Loss before income taxes | $ (51,316) | $ (93,702) |
| Expected income tax recovery at statutory rates | (14,000) | (25,000) |
| Permanent differences | - | 14,000 |
| Share issuance costs | - | (19,000) |
| Adjustment to prior years provision versus | ||
| statutory tax returns | 7,000 | - |
| Change in unrecognized deductible temporary | ||
| difference | 7,000 | 30,000 |
| Income tax expense(recovery) | $ - | $- |
The significant components of the Company’s deferred income tax assets that have not been included on the statement of financial position are as follows:
| 2022 | 2021 | ||
|---|---|---|---|
| $ | $ | ||
| Non-capital losses carried forward | 29,000 | 15,000 | |
| Share issuance cost | 8,000 | 15,000 | |
| Unrecognized deferred tax assets | (37,000) | (30,000) | |
| Net deferred tax assets | - | - |
The significant components of the Company’s temporary differences, unused tax credits and unused tax losses that have not been included on the Company’s consolidated statement of financial position are as follows:
| Temporary Differences Share issue costs Non-capital losses available for future periods |
2022 | 2022 | 2021 | 2021 |
|---|---|---|---|---|
| $ | ExpiryDate | $ | ExpiryDate | |
| 28,000 | 2025 | 55,000 | 2025 | |
| 108,000 | 2041 to 2042 | 57,000 | 2041 |
Tax attributes are subject to review and potential adjustment by tax authorities.
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