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Evolution Global Frontier Ventures Corp. — Audit Report / Information 2020
Jan 22, 2021
47915_rns_2021-01-22_12a05105-be0a-4d39-a2b2-2d0fc7dc73d7.pdf
Audit Report / Information
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EVOLUTION GLOBAL FRONTIER VENTURES CORP. (formerly Ascension Exploration Inc.)
FINANCIAL STATEMENTS (Expressed in Canadian Dollars)
FOR THE YEARS ENDED SEPTEMBER 30, 2020 AND 2019
UNIT# 168 4300 NORTH FRASER WAY BURNABY, BC, V5J 5J8
T: 604.318.5465 F: 778.375.4567

INDEPENDENT AUDITOR'S REPORT
To: the Shareholders of Evolution Global Frontier Ventures Corp. (formerly Ascension Exploration Inc.)
Opinion
I have audited the financial statements of Evolution Global Frontier Ventures Corp. (formerly Ascension Exploration Inc.) (the "Company"), which comprise the statements of financial position as at September 30, 2020 and September 30, 2019, and the statements of loss and comprehensive loss, statements of cash flows and statements of changes in equity for the years ended September 30, 2020 and September 30, 2019, and notes to the financial statements, including a summary of significant accounting policies.
In my opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at September 30, 2020 and September 30, 2019, and its financial performance and its cash flow for the years ended September 30, 2020 and September 30, 2019 in accordance with International Financial Reporting Standards (IFRSs).
Basis for Opinion
I conducted my audit in accordance with Canadian generally accepted auditing standards. My responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of my report. I am independent of the Company in accordance with the ethical requirements that are relevant to my audit of the financial statements in Canada, and I have fulfilled my other ethical responsibilities in accordance with these requirements. I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my opinion.
Material Uncertainty Related to Going Concern
I draw attention to Note 1 in the financial statements, which indicates that the Company incurred a net loss of $121,220 during the year ended September 30, 2020 and, as of that date, the Company had not yet achieved profitable operations, had accumulated losses of $220,860 since its inception, and expects to incur further losses in the development of its business. As stated in Note 1, these events or conditions, along with other matters as set forth in Note 1, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. My opinion is not modified in respect of this matter.
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 IFRSs, 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
My 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 my 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, I exercise professional judgment and maintain professional skepticism throughout the audit. I also:
• 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 my 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.
• 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.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
• 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 I conclude that a material uncertainty exists, I are required to draw attention in my auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify my opinion. My conclusions are based on the audit evidence obtained up to the date of my auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
• 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.
I 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 I identify during my audit.
I also provide those charged with governance with a statement that I 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 my independence, and where applicable, related safeguards.
The engagement partner on the audit resulting in this independent auditor's report is Adam Kim, CPA, CA.
"Adam Sung Kim Ltd." Chartered Professional Accountant
Unit# 168 – 4300 North Fraser Way Burnaby, BC, Canada V5J 5J8 January 22, 2021
| September 30, | September 30, | |
|---|---|---|
| As at, | 2020 | 2019 |
| ASSETS | ||
| Current | ||
| Cash | $241,839 | $22,500 |
| GST receivable | 1,569 | - |
| Prepaid expenses | 21,785 | - |
| Total current assets | 265,193 | 22,500 |
| Non-currentExploration and evaluation assets (Note 4) | 20,000 | - |
| TOTAL ASSETS | $285,193 | $22,500 |
| LIABILITIES AND SHAREHOLDERS' EQUITY(DEFICIENCY)CurrentAccounts payable and accrued liabilities (Notes 5 and 7)Non-current | $47,319 | $99,640 |
| Loans payable (Notes 6 and 7)Total Liabilities | 97,012144,331 | -99,640 |
| Shareholders' Equity (deficiency)Share capital (Note 8)Contributed surplus (Notes 6 and 8) | 355,2006,522 | 22,500- |
| Deficit | (220,860) | (99,640) |
| Total shareholders' equity (deficiency) | 140,862 | (77,140) |
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY(DEFICIENCY)Nature and continuance of operations (Note 1) | $285,193 | $22,500 |
| Subsequent events (Note 12) |
Approved and authorized by the Board on January 22, 2021:
"Joel Scodnick" Director "Ron Miles" Director Joel Scodnick Ron Miles
EVOLUTION GLOBAL FRONTIER VENTURES CORP. (formerly Ascension Exploration Inc.)
STATEMENTS OF LOSS AND COMPREHENSIVE LOSS
For the years ended September 30, 2020 and 2019
(Expressed in Canadian Dollars)
| Year Ended | Year Ended | |
|---|---|---|
| September 30, | September 30, | |
| 2020 | 2019 | |
| EXPENSES | ||
| Consulting fees | $49,403 | $33,401 |
| Exploration expenses | 7,423 | - |
| Foreign exchange loss | 345 | - |
| General and office administration | 724 | - |
| Interest and accretion expense | 3,534 | - |
| Management fees | 6,000 | - |
| Professional fees | 39,000 | - |
| Registration, filing and transfer agent fees | 14,791 | 88 |
| Loss and comprehensive loss for the year | $(121,220) | $(33,489) |
| Basic and diluted loss per common share | $(0.01) | $(0.01) |
| Weighted average number of common shares outstanding | 13,719,126 | 4,500,000 |
| September 30, | September 30, | |
|---|---|---|
| Year ended, | 2020 | 2019 |
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Loss for the year | $(121,220) | $(33,489) |
| Interest and accretion expense on loan | 3,534 | |
| Changes in non-cash working capital items: | ||
| Prepaid expenses | (21,785) | - |
| GST receivable | (1,569) | |
| Accounts payable and accrued liabilities | 47,679 | 33,489 |
| Net cash used in operating activities | (93,361) | - |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Shares issued for cash | 332,700 | - |
| Net cash provided by financing activities | 332,700 | - |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Exploration and evaluation assets | (20,000) | - |
| Net cash used in investing activities | (20,000) | - |
| Change in cash for the year | 219,339 | - |
| Cash, beginning of year | 22,500 | 22,500 |
| Cash, end of year | $241,839 | $22,500 |
| Cash paid during the year for interest | $- | $- |
| Cash paid during the year for income taxes | $- | $- |
EVOLUTION GLOBAL FRONTIER VENTURES CORP. (formerly Ascension Exploration Inc.)
STATEMENTS OF SHAREHOLDERS' EQUITY For the years ended September 30, 2020 and 2019 (Expressed in Canadian Dollars)
| Share Capital | |||||
|---|---|---|---|---|---|
| Number | Amount | ContributedSurplus | Deficit | Total | |
| Balanceat September 30,2018 | 4,500,000 | $ 22,500 | $- | $(66,151) | $ (43,651) |
| Loss forthe year | - | - | - | (33,489) | (33,489) |
| Balance atSeptember 30, 2019 | 4,500,000 | $ 22,500 | - | $ (99,640) | $(77,140) |
| Private placement(Note 8) | 9,700,000 | 232,700 | - | - | 232,700 |
| Warrant exercise | 1,000,000 | 100,000 | 100,000 | ||
| Capital contributionby a related party(Notes 6 and 7) | - | - | 6,522 | - | 6,522 |
| Loss for the year | - | - | - | (121,220) | (121,220) |
| Balance at September30,2020 | 15,200,000 | $355,200 | $6,522 | $(220,860) | $140,862 |
1. NATURE AND CONTINUANCE OF OPERATIONS
Evolution Global Frontier Ventures Corp. (formerly Ascension Exploration Inc.) (the "Company") is incorporated under the Business Corporations Act, (British Columbia). The Company is engaged in the acquisition, exploration and development of mineral resource properties located in Canada. The Company was incorporated on October 13, 2016 as Ascension Exploration Inc. On June 8, 2020, the Company changed its name to Evolution Global Frontier Ventures Corp.
The Company's head office and records office is located at 810 - 789 West Pender Street, Vancouver, British Columbia, Canada, V6C 1H2.
The recovery of the amounts comprising mineral properties is dependent upon the confirmation of economically recoverable reserves, the ability of the Company to obtain necessary financing to successfully complete their exploration and development, and upon future profitable production.
These 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. At September 30, 2020, the Company had not yet achieved profitable operations, had accumulated losses of $220,860 (September 30, 2019 - $99,640) since its inception, and expects to incur further losses in the development of its business, all of which casts 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 one or more of its properties or completing a financing, are being evaluated with the objective of funding ongoing activities and obtaining working capital. The continuing operations of the Company are dependent upon its ability to continue to raise adequate financing and to commence profitable operations in the future and repay its liabilities arising from normal business operations as they become due.
The 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 in existence.
2. BASIS OF PREPARATION
Statement of Compliance
These financial statements, including comparatives, 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").
Basis of Presentation
The financial statements have been prepared on a historical cost basis except for certain financial assets measured at fair value. All dollar amounts presented are in Canadian Dollars unless otherwise specified.
2. BASIS OF PREPARATION (CONT'D)
Significant accounting judgments and estimates
The preparation of financial statements in conformity with IFRS 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 revenues and expenses during the year. Although management uses historical experience and its best knowledge of the amount, events or actions to form the basis for judgments and estimates, actual results may differ from these estimates. The most significant accounts that require estimates as the basis for determining the stated amounts include valuation of share-based payments and recognition of deferred income tax amounts and provision for restoration, rehabilitation and environmental costs.
Critical judgments exercised in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements are as follows:
Determination of functional currency
The Company determines the functional currency through an analysis of several indicators such as expenses and cash flow, financing activities, retention of operating cash flows, and frequency of transactions with the reporting entity.
Income taxes
In assessing the probability of realizing income tax assets, management makes estimates related to expectations of future taxable income, applicable tax opportunities, expected timing of reversals of existing temporary differences and the likelihood that tax positions taken will be sustained upon examination by applicable tax authorities. In making its assessments, management gives additional weight to positive and negative evidence that can be objectively verified.
COVID-19
Since March 2020, several measures have been implemented in Canada and the rest of the world in response to the increased impact from novel coronavirus (COVID-19). The Company continues to operate its business at this time. While the impact of COVID-19 is expected to be temporary, the current circumstances are dynamic and the impacts of COVID-19 on business operations cannot be reasonably estimated at this time. The Company anticipates this could have an adverse impact on its business, results of operations, financial position and cash flows in 2020.
3. SIGNIFICANT ACCOUNTING POLICIES
Foreign exchange
The functional currency of an entity is the currency of the primary economic environment in which the entity operates. The functional currency of the Company is the Canadian Dollar. The functional currency determinations were conducted through an analysis of the consideration factors identified in IAS 21, The Effects of Changes in Foreign Exchange Rates.
Foreign exchange (cont'd)
Transactions in currencies other than the Canadian Dollar are recorded at exchange rates prevailing on the dates of the transactions. At the end of each reporting period, monetary assets and liabilities denominated in foreign currencies are translated at the period end exchange rate while non-monetary assets and liabilities are translated at historical rates. Revenues and expenses are translated at the exchange rates approximating those in effect on the date of the transactions. Exchange gains and losses arising on translation are included in comprehensive loss.
Financial instruments
IFRS 9 standard replaces IAS 39 Financial Instruments: Recognition and Measurement and became effective for the Company on October 13, 2016. IFRS 9 includes requirements for classification and measurement of financial assets and financial liabilities; impairment methodology for financial instruments; and general hedge accounting. IFRS 9 has specific requirements for whether debt instruments are accounted for at amortized cost, fair value through other comprehensive income or fair value through profit or loss. IFRS 9 requires equity instruments to be measured at fair value through profit or loss unless an irrevocable election is made to measure them at fair value through other comprehensive income, which results in changes in fair value not being recycled to the income statement. The adoption of this standard did not have a material measurement or disclosure impact on the Company's financial statements.
The following is the Company's accounting policy for financial instruments under IFRS 9:
Recognition and Classification
The Company recognized a financial asset or financial liability on the statement of financial position when it becomes party to the contractual provisions of the financial instrument.
The Company classifies its financial instruments in the following categories: at fair value through profit and loss ("FVTPL"), at fair value through other comprehensive income (loss) ("FVTOCI") or at amortized cost. The Company determines the classification of financial assets at initial recognition. The classification of debt instruments is driven by the Company's business model for managing the financial assets and their contractual cash flow characteristics.
Equity instruments that are held for trading are classified as 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. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or if the Company has opted to measure them at FVTPL.
The Company completed a detailed assessment of its financial assets and liabilities as at September 30, 2020. The following table shows the classifications under IFRS 9:
| Classification underIFRS 9 | |
|---|---|
| Cash | FVTPL |
| Accounts payable and accrued | |
| liabilities | Amortized cost |
| Loans payable | Amortized cost |
Measurement
Financial assets at FVTOCI
Elected 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 recognized in other comprehensive income (loss).
Financial assets and liabilities at amortized cost
Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs, respectively, and subsequently carried at amortized cost less any impairment.
Financial assets and liabilities at FVTPL
Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the consolidated statements of net (loss) income. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in the consolidated statements of net (loss) income in the period in which they arise. Where management has opted to recognize a financial liability at FVTPL, any changes associated with the Company's own credit risk will be recognized in other comprehensive income (loss).
Impairment of financial assets at amortized cost
The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost.
At each reporting date, the Company measures the loss allowance for the financial asset at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If at the reporting date, the financial asset has not increased significantly since initial recognition, the Company measures the loss allowance for the financial asset at an amount equal to the twelve month expected credit losses. The Company shall recognize in the consolidated statements of net (loss) income, as an impairment gain or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized.
Derecognition
Financial assets
The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership to another entity. Gains and losses on derecognition are generally recognized in the consolidated statements of net (loss) income. However, gains and losses on derecognition of financial assets classified as FVTOCI remain within accumulated other comprehensive income (loss).
Financial liabilities
The Company derecognizes financial liabilities only when its obligations under the financial liabilities are discharged, cancelled or expired. Generally, the difference between the carrying amount of the financial liability derecognized and the consideration paid and payable, including any non-cash assets.
Earnings (loss) per share
Basic loss per share is calculated by dividing the net loss available to common shareholders by the weighted average number of shares outstanding during the year. Diluted earnings per share reflect the potential dilution of securities that could share in earnings of an entity. In a loss year, potentially dilutive common shares are excluded from the loss per share calculation as the effect would be anti-dilutive. Basic and diluted loss per share are the same for the periods presented.
Mineral properties
The Company charges to operations all exploration and evaluation expenses incurred prior to the determination of economically recoverable reserves. These costs would also include periodic fees such as license and maintenance fees.
The Company capitalizes direct mineral property acquisition costs and those expenditures incurred following the determination that the property has economically recoverable reserves. Mineral property acquisition costs include cash consideration and the fair value of common shares issued for mineral property interests, pursuant to the terms of the relevant agreement. These costs are amortized over the estimated life of the property following commencement of commercial production, or written off if the property is sold, allowed to lapse or abandoned, or when impairment in value has been determined to have occurred. A mineral property is reviewed for impairment whenever events or changes in circumstances indicate that its carrying amount may not be recoverable.
Although the Company has taken steps to verify the title to mineral properties in which it has an interest, in accordance with industry practice for the current stage of exploration of such properties, these procedures do not guarantee the Company's title. Property title may be subject to unregistered prior agreements or transfers and title may be affected by undetected defects.
Impairment of tangible and intangible assets
At the end of each reporting period, the Company's assets are reviewed to determine whether there is any indication that those assets may be impaired. If such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment, if any. The recoverable amount is the higher of fair value less costs to sell and value in use. Fair value is determined as the amount that would be obtained from the sale of the asset in an arm's length transaction between knowledgeable and willing parties. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount and the impairment loss is recognized in profit or loss for the period. For an asset that does not generate largely independent cash flows, the recoverable amount is determined for the cash generating unit to which the asset belongs.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but to an amount that does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognized immediately in profit or loss.
Provision for environmental rehabilitation
The Company recognizes liabilities for legal or constructive obligations associated with the retirement of mineral properties and equipment. The net present value of future rehabilitation costs is capitalized to the related asset along with a corresponding increase in the rehabilitation provision in the period incurred. Discount rates using a pre-tax rate that reflect the time value of money are used to calculate the net present value.
The Company's estimates of reclamation costs could change as a result of changes in regulatory requirements, discount rates and assumptions regarding the amount and timing of the future expenditures. These changes are recorded directly to the related assets with a corresponding entry to the rehabilitation provision. The increase in the provision due to the passage of time is recognized as interest expense.
As at September 30, 2020, the Company, given the early stage of exploration on its mineral properties, has no reclamation costs and therefore no provision for environmental rehabilitation has been made.
Income taxes
Income tax expense comprises current and deferred tax. Income tax is recognized in profit or loss except to the extent that it relates to items recognized directly in equity. Current tax expense is the expected tax payable on taxable income for the year, using tax rates enacted or substantively enacted at period end, adjusted for amendments to tax payable with regards to previous years.
Deferred tax is recorded using the liability method, providing for temporary differences, between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Temporary differences are not provided for relating to goodwill not deductible for tax purposes, the initial recognition of assets or liabilities that affect neither accounting or taxable loss, and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. 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. 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.
Accounting Standards adopted
IFRS 16 – Leases. IFRS 16 establishes principles for the recognition, measurement, presentation and disclosure of leases, with the objective of ensuring that lessees and lessors provide relevant information that faithfully represents those transactions. IFRS 16 substantially carries forward the lessor accounting requirements in IAS 17. Accordingly, a lessor continues to classify its leases as operating leases or finance leases, and to account for those two types of leases differently. However, lessees are no longer classifying leases as either operating leases or finance leases as it is required by IAS 17. The standard is effective for annual periods beginning on or after January 1, 2019. The adoption of this standard did not have a material measurement or disclosure impact on the Company's financial statements.
4. MINERAL PROPERTIES
Pichogen Property
On June 1, 2020 and amended on January 8, 2021, the Company entered into an option agreement whereby it could earn a 90% interest (subject to a 3.0% net smelter royalty "NSR" and a 3.0% Gross Overriding Receipts "GOR" in one hundred and thirty eight (138) mineral claims situated in the Walls Township area of the Province of Ontario:
The terms of the option agreement are:
- a) Total cash payments of $115,000 to the vendor:
- (i) $10 on signing of the agreement on June 1, 2020 (the "signing date") agreed to have been paid and received;
- (ii) $20,000 on the first day of listed trading on any Canadian Stock Exchange ("Listing Date") (paid on July 27, 2020);
- (iii) $10,000 on first anniversary of Listing Date;
- (iv) $10,000 on second anniversary of Listing Date;
- (v) $25,000 on third anniversary of Listing Date;
- (vi) $50,000 on fourth anniversary of Listing Date;
4. MINERAL PROPERTIES (CONT'D)
Pichogen Property (Cont'd)
- b) Shares issued to the vendor as follows:
- (i) 1% shares of total float on Listing Date*;
- (ii) 1% shares of total float on the first anniversary of Listing Date;
- (iii) 1% shares of total float on the second anniversary of Listing Date;
- (iv) 1% shares of total float on the third anniversary of Listing Date;
- (v) 1% shares of total float on the fourth anniversary of Listing Date;
*The shares will be allocated and reserved to be issued within twelve months or by the first anniversary date of the Listing Date and subject to a twelve month escrow period from the listing date where the shares are subject to return to the Company for a cash sum of $20,000 at anytime within the escrow period
- c) Incurring total work expenditures of $1,125,000 on the property as follows:
- (i) $100,000 minimum and $125,000 maximum in year 1 in the first year from listing date;
- (ii) $150,000 minimum and $175,000 maximum so that both year 1 and year 2 expenditures shall total $275,000 expended by the end of 2nd year from the Listing Date;
- (iii) $250,000 additional by the end year 3 or the end of the third year from the Listing Date;
- (iv) $250,000 additional by the end of year 4 or the end of the fourth year from the Listing Date;
- (v) $350,000 additional by the end of year 5 or the end of the fifth year from the Listing Date;
The Company will have the right to buy back one percent of the NSR for $1,500,000 up to 10 years from the signing date.
The following is the Company's exploration and evaluation expenditures as at September 30, 2020:
| Pichogen | ||
|---|---|---|
| Property | Total | |
| Acquisition Costs | ||
| Balance, October 1, 2019 | $- | $- |
| Additions | 20,000 | 20,000 |
| Balance, September 30, 2020 | $20,000 | $20,000 |
During the year ended September 30, 2020, the Company incurred $7,423 (2019 - $Nil) of exploration expense.
5. ACCOUNTS PAYABLES AND ACCRUED LIABILITIES
The Company's accounts payable and accrued liabilities are as follows:
| September 30,2020 | September 30,2019 | |
|---|---|---|
| Trade payables (Note 7)Accruals (Note 7) | $28,16919,150 | $99,640- |
| Total | $47,319 | $99,640 |
During the year ended September 30, 2020, the Company entered a settlement agreement with the Company's former corporate secretary and converted accounts payable of $100,000 into a $100,000 loan ("Loan") (Note 6). The Loan bears simple interest of 10% and has an 18 month term.
6. LOANS PAYABLE
| Balance, September 30, 2019 | - |
|---|---|
| Additions | 93,478 |
| Accretion and interest | 3,534 |
| Balance, September 30, 2020 | $ 97,012 |
On June 30, 2020, the Company entered a settlement agreement with the Company's former corporate secretary and converted accounts payable of $100,000 into a $100,000 Loan (Note 5). The Loan bears simple interest of 10% and has an 18 month term. No interest payments are due until the term of the loan. The Loan was accounted for at amortized cost using the effective interest rate method with the effective interest rate of 15% per annum. The loan was recorded at amortised cost of $93,478, with a contributed surplus of $6,522. During the year ended September 30, 2020, the Company recorded accretion and interest of $3,534 on the loan payable. As at September 30, 2020, the balance of the loan is $97,012.
7. RELATED PARTY TRANSACTIONS
The Company entered into the following transactions with related parties:
As at September 30, 2020, the Company owed $31,884 (September 30, 2019 - $99,640) to directors and officers which is included in accounts payable and accrued liabilities (Note 5), the breakdown is as follows:
| September 30, | September 30, | |
|---|---|---|
| 2020 | 2019 | |
| Chief Executive Officer ("CEO") | $6,000 | $- |
| Chief Financial Officer ("CFO") | 1,150 | - |
| Company controlled by a Director | 12,000 | - |
| Former Director | 396 | 396 |
| Former Corporate secretary | 12,338 | 99,244 |
| Total | $31,884 | $99,640 |
During the year ended September 30, 2020, the Company converted amounts owed to the former corporate secretary into a loan payable which has a balance of $97,012 as at September 30, 2020 (Notes 5 and 6).
As at September 30, 2020, the Company had prepaid expenses of $21,500 from related parties.
The following table lists the compensation costs paid directly or to companies controlled by key management personnel for the years ended September 30, 2020 and 2019:
| September 30, | September 30, | |
|---|---|---|
| 2020 | 2019 | |
| Management fees paid/accrued to the CEO | $6,000 | $- |
| Consulting fees paid/accrued to the CFO | 1,150 | - |
| Consulting fees paid/accrued to a company controlled by a | ||
| Director | 17,000 | - |
| Total | $24,150 | $- |
All related party transactions are in the normal course of operations and have been measured at the agreed to amount, which is the amount of consideration established and agreed to by the related parties.
8. SHARE CAPITAL AND CONTRIBUTED SURPLUS
a) Authorized share capital
As at September 30, 2020, the authorized share capital of the Company is an unlimited number of common shares without par value. All issued shares, consisting only of common shares are fully paid.
b) Issued share capital:
For the year ended September 30, 2020:
On October 18, 2019, the Company closed a non-brokered private placement of 8,700,000 common shares of the Company at a price of $0.021 per share for gross proceeds of $182,700.
On June 9, 2020, the Company closed a non-brokered private placement of 1,000,000 Units of the Company at a price of $0.05 per Unit for gross proceeds of $50,000. Each Unit comprised of one common share and one share purchase warrant (a "Warrant"). Each Warrant entitles the holder to purchase one additional common share of the company on or before June 8, 2021 at a price of $0.10 per common share.
On June 30, 2020, the Company converted amounts owed to the corporate secretary into a loan payable and recorded a contributed surplus of $6,522 as capital contribution by a related party (Notes 5 and 6).
On July 15, 2020, the Company issued 1,000,000 common shares as a result of the exercise of warrants for gross proceeds of $100,000.
For the year ended September 30, 2019:
No shares were issued.
b) Warrants and stock options
As at September 30, 2020 and September 30, 2019, the Company had no outstanding warrants and stock options.
Warrant transactions for the years ended September 30, 2020 and 2019 are summarized as follows:
| Year endedSeptember 30, 2020 | Year endedSeptember 30, 2019 | |||
|---|---|---|---|---|
| Weighted | Weighted | |||
| Numberof Warrants | AverageExercisePrice | Numberof Warrants | AverageExercisePrice | |
| Balance, beginning of year | - | $- | - | $- |
| Granted | 1,000,000 | 0.10 | - | - |
| Exercised | (1,000,000) | 0.10 | - | - |
| Balance, end of year | - | $0.10 | - | $- |
9. SEGMENTED INFORMATION
The Company operates in one reportable operating segment, being the acquisition and exploration of mineral properties in Canada. As the operations comprise a single reporting segment, amounts disclosed also represent segment amounts.
10. FINANCIAL AND CAPITAL RISK MANAGEMENT
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 enters into financial instruments to finance its operations in the normal course of business. The fair values of cash and accounts payable approximate their carrying values due to the short-term maturity of these instruments. The Loan bears simple interest of 10% and has an 18 month term. The Loan was accounted for at amortized cost using the effective interest rate method with the effective interest rate of 15% per annum.
The fair value of the Company's financial instruments has been classified within the fair value hierarchy as at September 30, 2020 and 2019 as follows:
| As at September 30, 2020: | |
|---|---|
| --------------------------- | -- |
| Level 1 | Level 2 | Level 3 | Total | |
|---|---|---|---|---|
| Financial Assets | ||||
| Cash | $241,839 | - | - | $241,839 |
| $241,839 | - | - | $241,839 | |
| As at September 30, 2019: | ||||
| Level 1 | Level 2 | Level 3 | Total | |
| Financial Assets | ||||
| Cash | $22,500 | - | - | $22,500 |
| $22,500 | - | - | $22,500 |
The Company is exposed to varying degrees to a variety of financial instrument related risks:
Foreign exchange risk
The Company's functional currency is the Canadian dollar and major purchases are transacted in Canadian dollars. Management believes the foreign exchange risk derived from currency conversions is negligible. The foreign exchange risk is therefore manageable and not significant. The Company does not currently use any derivative instruments to reduce its exposure to fluctuations in foreign exchange rates.
Credit risk
The Company's cash is largely held in large Canadian financial institutions. The Company does not have any assetbacked commercial paper. The Company maintains cash deposits with Schedule A financial institution, which from time to time may exceed federally insured limits. The Company has not experienced any significant credit losses and believes it is not exposed to any significant credit risk.
10. FINANCIAL AND CAPITAL RISK MANAGEMENT (CONTINUED)
Interest rate risk
Interest rate risk is the risk the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Financial assets and liabilities with variable interest rates expose the Company to cash flow interest rate risk. The Company does not hold any financial liabilities with variable interest rates. The Company does maintain bank accounts which earn interest at variable rates but it does not believe it is currently subject to any significant interest rate risk.
Liquidity risk
The Company's ability to continue as a going concern is dependent on management's ability to raise required funding through future equity issuances and through short-term borrowing. The Company manages its liquidity risk by forecasting cash flows from operations and anticipating any investing and financing activities. Management and the Board of Directors are actively involved in the review, planning and approval of significant expenditures and commitments.
Price risk
The ability of the Company to explore its mineral properties and the future profitability of the Company are directly related to the market price of precious metals. The Company monitors precious metals prices to determine the appropriate course of action to be taken by the Company.
Capital management
The Company defines its capital as shareholders' equity. The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to support the acquisition and exploration and development of mineral properties. The Board of Directors do not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company's management to sustain future development of the business. The properties in which the Company currently has an interest are in the exploration stage. As such, the Company has historically relied on the equity markets to fund its activities. In addition, the Company is dependent upon external financings to fund activities. In order to carry out planned exploration and pay for administrative costs, the Company will need to raise additional funds. The Company will continue to assess new properties and seek to acquire an interest in additional properties if it feels there is sufficient geologic or economic potential and if it has adequate financial resources to do so. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.
11. INCOME TAXES
The income taxes shown in the Statements of Loss and Comprehensive Loss differ from the amounts obtained by applying statutory rates to the loss before income taxes due to the following:
| Statutory tax rate | 2020 | 2019 | |||
|---|---|---|---|---|---|
| 27.0% | 27.0% | ||||
| Loss before income taxes | $ | (121,220) | $ | (33,489) | |
| Expected income tax recoveryIncrease (decrease) in income tax recovery resulting from: | (32,729) | (9,042) | |||
| Items deductible and not deductible for income tax purposes | 274 | - | |||
| Current and prior tax attributes not recognized | 32,455 | 9,042 | |||
| Deferred income tax recovery | $ | - | $ | - |
11. INCOME TAXES (CONTINUED)
Details of deferred tax assets are as follows:
| 2020 | 2019 | ||||
|---|---|---|---|---|---|
| Non-capital and capital losses | $ | 57,354 | $ | 26,903 | |
| Mineral property | 2,004 | - | |||
| Less: Unrecognized deferred tax assets | (59,358) | (26,903) | |||
| $ | - | $ | - |
The Company has approximately $212,000 of non-capital losses available, which begin to expire in 2037 through to 2040 and may be applied against future taxable income. The Company also has approximately $27,000 of exploration and development costs which are available for deduction against future income for tax purposes. At September 30, 2020, the net amount which would give rise to a deferred income tax asset has not been recognized as it is not probable that such benefit will be utilized in the future years.
12. SUBSEQUENT EVENTS
On October 29, 2020, the Company returned 950,000 common shares of the Company to treasury.
On December 11, 2020, the Company was listed on the Canadian Securities Exchange.