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Evolution Global Frontier Ventures Corp. — Regulatory Filings 2020
Dec 4, 2020
47915_rns_2020-12-03_d3add4c2-8c30-4f5f-b279-5ee4f0a0c946.pdf
Regulatory Filings
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No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise.
This Prospectus does not constitute a public offering of securities.
PROSPECTUS
NON-OFFERING PROSPECTUS December 2, 2020
EVOLUTION GLOBAL FRONTIER VENTURES CORP.
810-789 West Pender St. Vancouver, BC V6C 1H2 Canada
No securities are being offered pursuant to this Prospectus
This final non offering Prospectus (the "Prospectus") dated December 2, 2020 is being filed by Evolution Global Frontier Ventures Corp. (the "Corporation") to qualify the Corporation's common shares (the "Common Shares") with the British Columbia Securities Commission ("BCSC") in anticipation for listing on the Canadian Securities Exchange (the "CSE" or "Exchange")
The Corporation is a mineral exploration and development company focused on the acquisition and exploration of mineral properties. See "Business of theCorporation".
Since no securities are being offered pursuant to this Prospectus, no proceeds will be raised and all expenses in connection with the preparation and filing of this Prospectus will be paid by the Corporation from its general corporate funds.
As at the date of this Prospectus, the Corporation does not have any of its securities listed or quoted, has not applied to list or quote any of its securities, and does not intend to apply to list or quote any of its securities, on the Toronto Stock Exchange, NEO Exchange Inc., a U.S. marketplace, or a marketplace outside Canada and the United States of America (other than the Alternative Investment Market of the London Stock Exchange or the PLUS markets operated by PLUS Markets Group plc).
The Corporation has applied to list its Common Shares on the CSE. The CSE has conditionally approved the listing of the Common Shares. Listing will be subject to the Corporation fulfilling all the listing requirements of the CSE. The Corporation does not intend to apply for listing of the Corporation's warrants on any securities exchange or for inclusion in any automated quotation system.
Currently, there is no market through which the Corporation's Common Shares may be sold and shareholders may not be able to resell Common Shares of the Corporation owned by them. This may affect the pricing of the Corporation's Common Shares in the secondary
market, the transparency and availability of trading prices, the liquidity of the Common Shares and the extent of Corporation regulation. See 'Risk Factors'.
No underwriters or selling agents have been involved in the preparation of this Prospectus or performed any review or independent due diligence of its contents.
Prospective investors should rely only on the information contained in this Prospectus. The Corporation has not authorized anyone to provide investors with different information. The Corporation is not offering any securities under this Prospectus. Subject to the Corporation's obligations under applicable securities laws, the information contained in this Prospectus is accurate only as of the date of this Prospectus.
RISK FACTORS
An investment in the securities of the Corporation should be regarded as highly speculative, due to the nature of the Corporation's business and its formative stage of development. An investment in the securities of the Corporation should only be made by persons who can afford a significant or total loss of their investment. The Corporation is engaged in mineral exploration and development, the success of which cannot be assured. The Corporation has no history of earnings. The Corporation has no present intention to pay any dividends on its Common Shares. Purchasers must rely upon the ability, expertise, judgment, discretion, integrity, and good faith of the management of the Corporation. See "Risk Factors" and "Forward-Looking Information" for a discussion of factors that should be considered by prospective investors and their advisors in assessing the appropriateness of an investment in the Common Shares.
Unless otherwise indicated, all financial information included and incorporated by reference in this Prospectus has been or will have been prepared in accordance with International Financial Reporting Standards ("IFRS").
Prospective investors should be aware that the acquisition or disposition of the securities described herein may have tax consequences in Canada. This Prospectus does not describe these tax consequences fully. You should consult and rely on your own tax advisor with respect to your own circumstances. See "Risk Factors".
HEAD OFFICE
The Corporation's head office and it's registered and records office is located at 810-789 West Pender St. Vancouver, BC V6M 4M4, Canada.
FORWARD LOOKING STATEMENTS
This Prospectus contains forward-looking statements or information (collectively, "forwardlooking statements") that relate to the Corporation's management's current expectations and views of future events. The forward-looking statements are contained principally in the sections of the Prospectus titled "Prospectus Summary", "Business of the Corporation", "Management's Discussion and Analysis", "Working Capital and Expenditures" and "Risk Factors".
In some cases, these forward-looking statements can be identified by words or phrases such as "may","will", "expect","anticipate", "aim","estimate","intend","plan", "seek","believe", "potential",
"continue", "is/are likely to" or the negative of these terms, or other similar expressions intended to identify forward looking statements. The Corporation has based these forward-looking statements on its current expectations and projections about future events and financial trends that it believes may affect its financial condition, results of operations, business strategy and financial needs. These forward-looking statements include, among other things, statements relating to:
• the Corporation having sufficient working capital and be able to secureadditional funding necessary for the exploration of the Corporation'sproperty interests;
• expectations regarding the potential mineralization, geological merit andeconomic feasibility of the Corporation's projects;
• expectations regarding drill programs and the potential impacts successful drill programs could have on the life of the mine and theCorporation;
• mineral exploration and exploration program cost estimates;
• expectations regarding any environmental issues that may affect planned or future exploration programs and the potential impact of complying with existing and proposed environmental laws and regulations;
- expectations regarding revenue, expenses and operations;
- receipt and timing of exploration and exploitation permits and other third-partyapprovals;
- government regulation of mineral exploration and developmentoperations;
• expectations regarding any social or local community issues that may affect planned or future exploration and development programs; and
• key personnel continuing their employment with theCorporation.
Forward-looking statements are based on certain assumptions and analysis made by the Corporation in light of its experience and perception of historical trends, current conditions and expected future developments and other factors it believes are appropriate, and are subject to risks and uncertainties. Although the Corporation's management believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. Given these risks, uncertainties and assumptions, prospective purchasers and current holders of the Corporation's securities should not place undue reliance on these forward-looking statements. Whether actual results, performance or achievements will conform to the Corporation's expectations and predictions is subject to a number of known and unknown risks, uncertainties, assumptions and other factors, including those listed under "Risk Factors", which include, among others, risks related to:
- arbitrary price for securities;
- the Corporation's ability to acquirefunding;
- no operating history or revenue;
- risks inherent in the establishment of a new business enterprise;
- no known commercially viable mineral deposit;
- dependence on key personnel;
• being asmall,juniormineralexploration corporationin anindustrydominatedbymany larger companies;
- access to supplies and materials;
- inherent dangers involved in mineral exploration;
- becoming subject to burdensome government regulation or other legal uncertainties;
- new mineral exploration companies having a high failurerate;
- fluctuations in metalprices;
-
availability of capital in the future;
-
the speculative nature of exploration and development properties;
- environmental and other risks;
- climate change;
- title to property issues;
- risks related to global financialuncertainty;
- the Corporation's ability to obtain and renew licenses andpermits;
- risks inherent in acquisitions;
- dilution of the Corporation's Common Shares;
- share prices falling due to future sales by existingshareholders;
- the profitability of the Corporation;
- insurance and uninsured risks;
- indigenous land claims;
- dependent on information technology systems;
- the possibility of litigation;
- dependence on outside parties;
- risks related to possible fluctuations in revenues andresults;
- potential conflicts of interest;
- force majeure;
- land reclamation requirements may beburdensome;
- health and safety compliance;
- competition;
- infrastructure remainingintact;
- trends, risks and uncertainties;
- risks related to marketdemands;
- fluctuation of stock exchange prices; and
- availability of a market for the Corporation'ssecurities.
Although the forward-looking statements contained in this Prospectus are based upon what the Corporation's management believes are reasonable assumptions, these risks, uncertainties, assumptions and other factors could cause the Corporation's actual results, performance, achievements and experience to differ materially from its expectations, future results, performances or achievements expressed or implied by the forward-looking statements.
Further, any forward-looking statement speaks only as of the date on which such statement is made, and, except as required by applicable law, the Corporation undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for management to predict all such factors and to assess in advance the impact of each such factor on the Corporation's business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement. See "Risk Factors".
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| CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS…3 | |
|---|---|
| TABLE OF CONTENTS5 | |
| SUMMARY OF PROSPECTUS7 | |
| GLOSSARY8 | |
| ABBREVIATIONS9 | |
| CURRENCY 10 | |
| CORPORATE STRUCTURE 10 | |
| The Corporation10 | |
| DESCRIPTION OFTHE BUSINESS10 | |
| Introduction10 | |
| History since Incorporation 10 | |
| CURRENT TECHNICAL REPORT12 | |
| WORKING CAPITAL AND EXPENDITURES FOR12 MONTHS AND USE OF AVAILABLE FUNDS57 | |
| DIVIDENDS OR DISTRIBUTIONS58 | |
| MANAGEMENT'S DISCUSSIONAND ANALYSIS58 | |
| DESCRIPTION OFTHE SECURITIES58 | |
| Common Shares 58 | |
| CONSOLIDATED CAPITALIZATION59 | |
| OPTIONS TOPURCHASE SECURITIES 59 | |
| TRADING PRICE AND VOLUME 60 | |
| ESCROWED SECURITIES 60 | |
| PRIOR SALES60 | |
| PRINCIPAL HOLDERSOF SECURITIES 62 | |
| DIRECTORS AND OFFICERS62 | |
| Cease Trade Orders, Bankruptcies, Penaltiesor Sanctions 64 | |
| Conflicts of Interest 66 | |
| Management66 | |
| Executive Compensation 67 | |
| INDEBTEDNESS OF DIRECTORS ANDEXECUTIVE OFFICERS70 | |
| AUDIT COMMITTEE71 | |
| The AuditCommittee's Charter 71 | |
| Composition of theAudit Committee71 | |
| Relevant Educationand Experience72 | |
| Audit Committee Oversight72 | |
| External AuditorServiceFees 72 | |
| CORPORATE GOVERNANCE73 | |
| Board of Directors 73 | |
| Directorships74 | |
| Orientation andContinuing Education74 | |
| Ethical Business Conduct74 | |
| Other Board Committees75 | |
| Assessment75 | |
| LISTING APPLICATION 76 | |
| RISK FACTORS 76 | |
| LEGAL PROCEEDINGS ANDREGULATORY ACTIONS 86 | |
| INTEREST OF MANAGEMENT AND OTHERS INMATERIAL TRANSACTIONS 86 | |
| AUDITORS, REGISTRAR ANDTRANSFER AGENT86 | |
| MATERIAL CONTRACTS86 | |
| EXPERTS AND INTERESTSOF EXPERTS86 | |
| OTHER MATERIAL FACTS87 | |
| CERTIFICATE OFTHE CORPORATION C1 CERTIFICATE OF THE PROMOTERS. C2 |
|
| SCHEDULE "A" – AUDITED FINANCIAL STATEMENTS FOR THE 9 MONTH PERIOD BETWEEN SEPTEMBER 30, 2019 AND | |
| JUNE 30,2020SA | |
| SCHEDULE "B" – MD&A FOR THE AUDITED 9 MONTH PERIOD BETWEEN SEPTEMBER 30, 2019AND JUNE 30, 2020SB | |
| SCHEDULE "C" - AUDITEDFINANCIALSTATEMENTS 2019SC | |
| SCHEDULE "D" – MD&A FOR THE AUDITED FINANCIIAL STATEMENTSOF 2019 SD | |
| SCHEDULE "E" -AUDITED FINANCIALSTATEMENTS 2018 SE | |
| SCHEDULE "F"-AUDITEDFINANCIALSTATEMENTS2017SF | |
| SCHEDULE "G"–AUDIT COMMITTEE CHARTERSG | |
| SCHEDULE "H" - BUSINESS CODEOF CONDUCTSH |
SUMMARY OF PROSPECTUS
The following is a summary of the principal features of this distribution and should be read together with the more detailed information and financial data and statements contained elsewhere in this Prospectus.
The Corporation: Evolution Global Frontier Ventures Corp. See "Corporate Structure".
| Business of the | |
|---|---|
| Corporation: | The Corporation is a mineral exploration and development company focused on the acquisition and exploration of mineral properties. The Corporation holds the sole, immediate, exclusive and irrevocable option to acquire over a four (4) year period a 90% undivided interest in 138 mineral claims in the Pichogen Property NTS 42C16 and 42B13 located in the Porcupine Mining Division of Ontario, located in the Walls Township, in northeastern Ontario as more particularly set out in the Technical Report, along with continuing to identify and potentially acquire additional property interests, assess their potential and engage in exploration activities. The centre of the property is located approximately 80 km south of the town of Hearst and 200 km WNW of the town of Timmins. The Corporation proposes to explore the property for gold deposits. See "Description of the Business". |
| Ron Miles, Director, President, CEO, Corporate Secretary | |
| Directors and Executives: |
Barry Bergstrom, CFO Joel Scodnick, Director |
| Richard Paolone, Director | |
| See "Directors and Executive Officers |
|
Listing: The Corporation has received conditional approval to list its Common Shares on the CSE. The listing is subject to the Corporation fulfilling all of the requirements of the CSE.
Risk Factors: An investment in Common Shares should be considered to be highly speculative and involves significant risk due to the nature of the business in which the Corporation is engaged and the stage of development of the Corporation's properties, among other factors. An investment should only be considered by investors who can afford the total loss of their investment. A prospective investor in Common Shares should be aware that there are various risks that could have a material adverse effect on, among other things, the properties, business and condition (financial or otherwise) of the Corporation. These risk factors which are listed below, together with all of the other information contained in this Prospectus, including information contained in the section entitled "Forward-Looking Statements", should be carefully reviewed and considered before an investment in Common Shares is made. The risks listed below do not necessarily comprise all the risks faced by the Corporation.
Risksincludethoserelated to:theCorporation'sworking capitalandliquidity; the availability of additional equity financing; the Corporation's abilityto
continue as a going concern; the nature of mineral exploration and mining; infrastructure; rights and claims of First Nations; competition; the Corporation's dependence on and performance of key personnel; global economic and financial markets; title matters; environmental risks and hazards; governmental regulation; permitting; the Corporation's lack of revenues and history of losses; commodity prices; insurance risk; conflicts of interest; the market price of the Common Shares; and option and joint venture agreements. See "Risk Factors".
- Promoters: Mr. Ronald Miles and Mr. Richard Paolone took initiative in founding and organizing the Corporation. Mr. Miles has subscribed for and received Common Shares. See Directors and Officers.
- Use of Funds: The use of funds of the Corporation will be used to explore and advance the Corporation's main asset the Pichogen Property, general operating expenses and Listing fees. See Working Capital and Expenditures for 12Months.
- Summary Financial Data: The following selected financial information has been derived from and is qualified in its entirety by the Interim Financial Statements and Audited Financial Statements included in this Prospectus and should be read in conjunction with such financial statements and the related notes thereto, along with the "Management Discussion and Analysis" included in this Prospectus. All financial statements of the Corporation are prepared in accordance with International Financial Reporting Standards ("IFRS").
| Interim Financial Statements Summary for the 9 Month Period Ended June 30, 2020 (Audited) |
Financial Statements Summary for the Financial Year End September 2019 (Audited) |
Financial Statements for the Financial Year end September 2018 (Audited) |
|
|---|---|---|---|
| Revenue | Nil | Nil | Nil |
| Current Assets | \$280,200 | \$22,500 | \$22,500 |
| Total Assets | \$280,200 | \$22,500 | \$22,500 |
| Current Liabilities | 79,263 | 99,640 | 66,151 |
| Total Liabilities | 172,741 | 99,640 | 66,151 |
| Deficit | 154,263 | 99,640 | 66,151 |
| Net Loss per Common Share (basic and diluted) |
Nil | 0.01 | 0.01 |
GLOSSARY
In this Prospectus, unless the context otherwise requires, the following words and phrases shall have the meanings set forth below:
"Audit Committee" means members of a committee as defined in National Instrument 52-110.
"BCBCA" means the Business Corporations Act (British Columbia).
"Board" means the board of directors of the Corporation;
"CEO" means Chief Executive Officer of the Corporation;
"CFO" means Chief Financial Officer of the Corporation;
"Claims" means 138 claims, for a total area of 2,757 ha, from the conversion of 10 legacy claims (146 claim units) in one contiguous block and are listed at Table 1 in the Technical Report;
"Common Shares" means the common shares in the capital of the Corporation;
"Corporation" means Evolution Global Frontier Ventures Corp. a company incorporated under the laws of British Columbia;
"CSE" or "Exchange" means the Canadian Securities Exchange;
"Escrow Agent" means Endeavour Trust Corporation at its office located at 702 – 777 Hornby Street, Vancouver, British Columbia V6Z 1S4
"Financial Statements" mean the audited financial statements of the Corporation for the period ended September 30, 2019, as applicable;
"Interim Financial Statements" means the unaudited financial statements of the Corporation for the 9 month period ended June 30, 2020, as applicable
"IFRS" means the International Financial Reporting Standards;
"Insider" If used in relation with an issuer, means:
- a. a director or officer of the issuer;
- b. a director or officer of the company that is an insider or subsidiary of theissuer;
- c. a person that beneficially owns or controls, directlyor indirectly, voting shares carrying more than 10% of the voting rights attached to all outstanding voting shares of the issuer;or
- d. the issuer itself if it holds any of its own securities.
"Listing" means the proposed listing of the Common Shares on the CSE for trading.
"Listing Date" means the date the Common Shares commence trading on the CSE
"MD&A" means the management's discussion and analysis of the Corporation for the year ended September, 2019 and the nine month period ended June 30, 2020.
"NEO" means a named executive officer of the Corporation, as defined in the Canadian Securities Administrators' National Instrument 51-102F6 - Statement of Executive Compensation;
"NI 43-101" means the Canadian Securities Administrators' National Instrument 43-101 – Standards of Disclosure for Mineral Projects;
"NI 46-201" means the Canadian Securities Administrators' National Policy 46-201 Escrow for Initial Public Offering
"NI 52-110" means the Canadian Securities Administrators' National Instrument 52-110 – Audit Committees;
"NI 58-101" means the Canadian Securities Administrators' National Instrument 58-101 – Disclosure of Corporate Governance Practices;
"Optionor" means Gordon N. Henriksen.
"Plan" means the Corporation's incentive stock option plan dated September 4, 2020;
"Prospectus" means the preliminary or final prospectus, as the case may be, of the Corporation.
"Tax Act" means the Income Tax Act (Canada) and the regulations thereunder;
"Technical Report" means the report prepared for the Corporation by Donald Théberge, registered under the business name Solumines, dated July 20, 2020, and amended October 7, 2020 entitled Technical Report on the Pichogen Property, Walls Township, Ontario, Canada, for the Corporation;
"Transfer Agent"meansEndeavor Trust Corporation., in its capacityasregistrar andtransfer agent of the Common Shares;
ABBREVIATIONS
Unless the context otherwise requires, technical terms or abbreviations not otherwise defined in this Prospectus have the following meanings when used in this Prospectus and Technical Report:
| NTS | National Topographic System |
|---|---|
| UTM | Universal Transverse Mercator (geographical coordinate system) |
| Archean | A geological period extending from 4,000 to 2,500 million years ago |
| Proterozoic | A geological period extending from 2,500 to 540 million years ago |
| Amphibolite | A metamorphic rock that contains amphiboles; on the property, it represents a metamorphosed basalt. |
| Granitoid | Coarse-grained plutonic rock similar to a granite that is predominantly composed of feldspar and quartz |
| Gossan | Intensely oxidized, weathered or decomposed rock, usually in the upper part of a mineralized occurrence |
| Keating coefficient | Utilize a simple pattern recognition technique to locate magnetic anomalies that resemble the response of a modelled kimberlite pipe. |
| Kimberlite | Rock formation that may contain diamonds |
| Mylonite | Fine-grained, compact rock produced by dynamic recrystallization of the constituent minerals |
| Terrane | A fragment of crustal material formed on, or broken off from, one tectonic plate and accreted or sutured to crust lying on another plate |
|---|---|
| Molybdenite | MoS2, one of the main minerals of molybdenum |
| Pyrite | An ironsulphide with thechemicalformulaFe2S; often associated withsphalerite, galena and chalcopyrite |
| Chalcopyrite | CuFeS2, one of the main sources of copper |
| Dyke or dike | A body of rock that cuts across the layers of its surroundings |
| Abbreviations | ||
|---|---|---|
| Py | Pyrite | |
| Cpy | Chalcopyrite | |
| Hem | Hematite | |
| Cu | Copper | |
| Pb | Lead | |
| Zn | Zinc | |
| Fe | Iron | |
| ppb | Parts per billion | |
| ppm | Parts per million | |
| Grade | ||
| 1,000 ppb = 1 ppm | ||
| 1 ppm = 1 g/t | ||
| 31.1 g = 1 Troy ounce | ||
| 10,000 ppm = 1% |
CURRENCY
In this Prospectus, unless otherwise indicated, all references to "\$" or "dollars" refer to Canadian dollars.
CORPORATE STRUCTURE
The Corporation
The Corporation was registered and incorporated under the laws of the Province of British Columbia on October 13, 2016 as Ascension Exploration Inc. On June 8, 2020, the Corporation changed its name to Evolution Global Frontier Ventures Corp under the laws of the Province of British Columbia. The Corporation's head office and its registered and records office is located at 810- 789 West Pender St. Vancouver, BC V6M4M4.
Intercorporate Relationships
As at the date of this Prospectus, the Corporation has no subsidiaries.
DESCRIPTION OF THE BUSINESS
Introduction
The Corporation is a junior mineral exploration company focused primarily on the identification, acquisition, evaluation, exploration, discovery and development of mineral properties and deposits in Canada. The Corporation has the sole, immediate, exclusive and irrevocable option to acquire a 90% undivided interest over a four year period in 138 mineral claims in the Pichogen Property NTS 42C16 and 42B13 located in the Porcupine Mining Division of Ontario, located in the Walls Township, in northeastern Ontario. The option on the Pichogen Property is the Corporation's primary asset. The Corporation's current objective is to focus on the exploration of the Pichogen Property. See "Technical Report".
History since Incorporation
The Corporation was incorporated on October 13, 2016 as Ascension Exploration Inc. Mr. Rukie Liyanage was appointed as sole director upon incorporation. Since Incorporation, the Corporation's primary focus has been to establish an arrangement whereby the Corporation can explore and, if appropriate, develop mineral exploration properties.
On October 18 2016, Ron Miles was appointed as President and Derrick Goan was appointed as Corporate Secretary.
On October 18, 2016, the Corporation issued, on a private placement basis 4,500,000 Common Shares at \$0.005 to the founders and strategic investors of the Corporation raising gross proceeds of \$22,500.
On October 17, 2017, Richard Paolone was appointed as CEO and CFO. On February 9, 2019, Mr. Liyanage resigned as Director and has had no further involvement with the Corporation since his resignation. On February 9, 2019, Mr. Richard Paolone was appointed as Director to fill the vacancy. On October 15, 2019, Mr. Richard Paolone resigned as Director, CEO and CFO and Mr. Brendan Purdy was appointed as Director, and Ron Miles was appointed Director and CEO and CFO.
On October 18, 2019 the Corporation issued, on a private placement basis 8,700,000 Common Shares at \$0.021 to arm's length private investors, raising gross proceeds of \$182,700.
On June 1, 2020, an option agreement was completed, whereby the Corporation acquired the sole, immediate, exclusive and irrevocable option to acquire a 90% undivided interest in the Claims (the "Option Agreement") for consideration of \$20,000 upon listing on a stock exchange in Canada. The Corporation is subject to an ongoing payment schedule totalling \$115,000 and the Corporation is required to issue Common Shares equal to 1% of the issued and outstanding of the Corporation to the Optionor each anniversary of the Option Agreement over a 5-yearperiod.
Under the Option Agreement the Corporation is required to provide a cash payment of \$20,000 Canadian Dollars and Common Share issuance equal to 1% of the issued and outstanding of the Corporation immediately upon qualifying for listing on the CSE. The Corporation has advanced the \$20,000 to the Optionor in good faith prior to listing on the CSE. In addition, there is a requirement to spend \$1,125,000 on the Pichogen Property and make cash payments of \$115,000 to the Optionor over a 5-year period. See below.
The table below describes the Corporation's obligations to maintain the Option Agreement in good standing.
| Cash | Common shares | Exploration work | |
|---|---|---|---|
| On signing | \$10 | ||
| On listing | \$20,000 | Shares representing 1% of the total float on the first day of trading |
\$125,000 in year 1 |
| 1st anniversary | \$10,000 | Shares representing 1% of the total float | \$150,000 in year 2 |
|---|---|---|---|
| 2nd anniversary | \$10,000 | Shares representing 1% of the total float | \$250,000 in year 3 |
| 3rd anniversary | \$25,000 | Shares representing 1% of the total float | \$250,000 in year 4 |
| 4th anniversary | \$50,000 | Shares representing 1% of the total float | \$350,000 in year 5 |
In addition, under the Option Agreement, the Corporation shall pay an annual non-refundable advance royalty payment of \$20,000 per year commencing on the 5th anniversary date for five years and the advance royalty payment shall be deducted from the production royalty payments. The Optionor is also entitled to a royalty consisting of three percent (3%) Net Smelter Royalty ("NSR") on all smeltable minerals or metal extracted from the Claims, and a three (3%) royalty on all diamonds extracted from the Claims. The claims are subject to a 3% NSR royalty and a 3% Gross Overriding Receipts ("GOR") royalty; one-third of the NSR royalty (1%) can be bought back for \$1.5 million up until 10 years after the date of signature of theagreement.
On June 8, 2020, the Corporation changed its name to Evolution Global Frontier Ventures Corp.
On June 12, 2020 the Corporation issued, on a private placement basis 1,000,000 unit offering at \$0.05 for one common share and one full warrant for one year at an exercisable price of \$0.10 to arm's length private investors, raising gross proceeds of \$50,000. Subsequent to the financing on June 12, 2020, all full warrants issued on June 12, 2020 all warrants have been exercised for gross proceeds of \$100,000 for 1,000,000 Common Shares. On June 30, 2020 the Corporation entered into an 18 month term Loan agreement for \$100,000 with Derrick Gaon, former Corporate Secretary of the Corporation with an interest rate provision of 10% per annum.
On July 20, 2020, the Option Agreement was amended to remove the obligation of Listing within 90 days for consideration of a \$20,000 payment to the Optionor in advance of Listing. On July 15, 2020, Mr. Joel Scodnick was appointed to the Board of Directors. On August 1 st 2020, Mr. Barry Bergstrom was appointed as Chief Financial Officer following Mr. Ronald Miles resignation as Chief Financial Officer on August 1st, 2020. On August 14th, 2020, Mr. Derrick Gaon resigned as Corporate Secretary. Mr. Ronald Miles was appointed to fill the vacancy as Corporate Secretary. On September 4 th , 2020, Mr. Brendan Purdy resigned as Director. To fill the vacancy, the Board reappointed Mr. Richard Paolone as Director.
On October 29, 2020, the Corporation to adhere to the CSE Policy 2 section 2.4 purchased 950,000 Common Shares at a deemed price for 0.005c for a total of \$4,750 for cancellation from select individuals, including the former Corporate Secretary Derrick Gaon and former Director Brendan Purdy. This purchase for cancellation reduced the Corporation's issued and outstanding Common Shares from 15,200,000 to 14,250,000.
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CURRENT TECHNICAL REPORT
Pichogen Property
The following disclosure relating to the Pichogen Property has been derived from the Technical Report. Mr. Donald Théberge the author of the Technical Report, is a "qualified person" within the meaning of NI 43-101 and is independent of the Corporation.
The name of the Technical Report is "Pichogen Property NTS 42C16 and 42B13 UTM 286,750E/5,429,000N Zone 17U Walls Township, Ontario, Canada Porcupine Mining Division, Ontario". The effective date of the report is July 20, 2020, and further modified on August 28, 2020.
The Technical Report is available for inspection during regular business hours at the registered office of the Corporation, 810-789 West Pender St. Vancouver, BC V6M 4M4 Canada.
The Technical Report is attached to this Prospectus on the next page below and may also be reviewed under the Corporation's profile on the SEDAR website at www.sedar.com. The disclosure in the Prospectus derived from the Technical Report has been prepared with the consent of Mr. Donald Théberge under his registered business name Solumines.
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NI 43-101 TECHNICAL REPORT
PICHOGEN PROPERTY
NTS 42C16 and 42B13
UTM 286,750E/5,429,000N Zone 17U
Walls Township, Ontario, Canada
Porcupine Mining Division, Ontario
Prepared for:
EVOLUTION GLOBAL FRONTIER VENTURES CORP.,
Effective date of report: July 20, 2020 Modified on November 8, 2020
Prepared by: Donald Théberge, P.Eng., M.B.A.
DATE AND SIGNATURE PAGE AND CERTIFICATE OF QUALIFICATION
Certificate of Qualified Person
I, Donald Théberge, P. Eng., M.B.A., do hereby certify that:
- a) I am registered under the name Solumines, and my place of business is located at 54 de la Vigie, Lévis, Province of Quebec, Canada, G6V 5W2.
- b) I am the qualified person responsible for the preparation of all the sections of the technical report entitled "NI 43-101 Technical Report, Pichogen Property, NTS 42C16 and 42B13, UTM 286,750E/5,429,000N Zone 17U, Walls Township, Ontario, Canada, Porcupine Mining Division, Ontario", prepared for Evolution Global Frontier Ventures Corp., and dated July 20, 2020 and updated on November 8, 2020.
- c) I graduated with a degree in geological engineering from the University du Québec à Chicoutimi in 1978. I obtained a Master of Business Administration (M.B.A.) degree from Laval University in 1994. I am a member in good standing of the Ordre des Ingénieurs du Québec (No. 32368) and of the Professional Engineers of Ontario (PEO) number 100166433. I have worked as a geological engineer since my graduation in 1978. My relevant experience for the Pichogen property was acquired during my years working as a project geologist for Serem (1978-1981), as a senior geologist for Agnico-Eagle (1982-1989), as a technical inspector for Natural Resources Canada's C.E.I.P.1 program (1989-1990), and during the course of many mandates for junior exploration companies.
- d) I visited the property on July 14, 2020, accompanied by Gordon Henriksen, geologist, the property vendor. One full day was required for the visit. We first visited the eastern part of the property, where no outcrops were observed. We then tried to visit the outcrops sampled during the 2017 and 2019 exploration programs; unfortunately, the trail was blocked due to recent logging activity, prohibiting access to the area. Finally, we visited the centre of the property, where several outcrops of felsic rocks and gneiss were observed, sometimes with barren quartz veins. No samples were taken during the visit.
- e) I am responsible for all the sections of the technical report.
1 C.E.I.P.: Canadian Exploration Incentive Program
- f) I am independent of the issuer in accordance with Section 1.5 of National Instrument 43-101 respecting standards of disclosure for mineral project. I had prior involvement with the Pichogen property, as I produced a technical report titled NI 43-101 Technical Report, Pichogen Property, NTS 42C16 and 42B13, UTM 286,750E/5,429,000N Zone 17U, Walls Township, Ontario, Porcupine Mining Division, Ontario", prepared for Gordon N. Henriksen and dated February 28, 2017, but I did not visit the property at that time. I updated an earlier version of this report on February 14, 2020.
- g) I have read the definition of "qualified person" set out in National Instrument 43-101, and certify that by reason of my education, affiliation with a professional association (as defined in National Instrument 43-101) and past relevant work experience, I fulfill the requirements to be a "qualified person" for the purposes of National Instrument 43-101.
- h) I have read National Instrument 43-101 and Form 43-101F1, and the Technical Report has been prepared in compliance with that Instrument and Form.
- i) As of November 8, 2020, to the best of my knowledge, information and belief, the Technical Report contained all the scientific and technical information that is required to be disclosed to make the Technical Report not misleading.
Dated November 8, 2020

Donald Théberge, P. Eng., M.B.A.
________________________
| DATE AND SIGNATURE PAGE AND CERTIFICATE OF QUALIFICATION 2 | |
|---|---|
| GLOSSARY OF TECHNICAL TERMS 6 | |
| ILLUSTRATIONS 7 | |
| 1.0) SUMMARY 9 | |
| 2.0) INTRODUCTION 14 | |
| 2.1) RECIPIENT 14 |
|
| 2.2) OBJECTIVES 14 |
|
| 2.3) SOURCE OF DATA AND INFORMATION 14 2.4) SCOPE OF THE PERSONAL INSPECTION BY THE QUALIFIED PERSON 14 |
|
| 2.5) UNITS USED IN THIS REPORT 14 |
|
| 3.0) RELIANCE ON OTHER EXPERTS 15 | |
| 4.0) PROPERTY DESCRIPTION AND LOCATION 15 | |
| 4.1) AREA 15 |
|
| 4.2) LOCATION 15 |
|
| 4.3) TYPE OF MINERAL TENURE 15 4.4) AMOUNT INVESTED ON THE PROPERTY SINCE 2017 20 |
|
| 4.5) NATURE AND EXTENT OF THE ISSUER'S TITLES 23 |
|
| 4.6) ROYALTIES 23 |
|
| 4.7) ENVIRONMENTAL LIABILITIES 23 4.8) REQUIRED PERMITS 24 |
|
| 5.0) PHYSIOGRAPHY, ACCESSIBILITY, INFRASTRUCTURE AND CLIMATE 25 | |
| 5.1) TOPOGRAPHY, ELEVATION, VEGETATION AND DRAINAGE 25 |
|
| 5.2) ACCESSIBILITY 25 |
|
| 5.3) INFRASTRUCTURE 25 |
|
| 5.4) CLIMATE 25 |
|
| 6.0) HISTORY 27 | |
| 6.1) GEOLOGICAL WORK BY THE ONTARIO GEOLOGICAL SURVEY 27 |
|
| 6.2) GEOLOGICAL WORK BY MINING AND/OR EXPLORATION COMPANIES 30 6.3) HISTORICAL RESOURCES 31 |
|
| 6.4) HISTORICAL MINERAL PROCESSING AND METALLURGICAL TESTING 31 |
|
| 6.5) PRODUCTION 31 |
|
| 6.6) HISTORICAL DRILLING 32 |
|
| 7.0) GEOLOGICAL SETTING AND MINERALIZATION 34 | |
| 7.1) GENERAL GEOLOGICAL SETTING 34 |
|
| 7.2) REGIONAL AND PROPERTY GEOLOGY 35 7.3) MINERALIZATION 40 |
|
| 8.0) DEPOSIT TYPES 43 | |
| 8.1) GREENSTONE-HOSTED QUARTZ-CARBONATE VEIN DEPOSITS 43 |
|
| 9.0) EXPLORATION 45 | |
| 9.1) EXPLORATION WORK DONE BY HENRIKSEN IN 2017 (\$24 494) 45 9.2) EXPLORATION WORK DONE BY HENRIKSEN IN 2019 (\$66 737) 49 |
|
| 10.0) DRILLING 50 | |
| 12.0) DATA VERIFICATION 51 | |
|---|---|
| 13.0) MINERAL PROCESSING AND METALLURGICAL TESTING 51 | |
| 14.0) MINERAL RESOURCE ESTIMATES 51 | |
| ITEMS 15 TO 22 51 | |
| 23.0) ADJACENT PROPERTIES 52 | |
| 24.0) OTHER RELEVANT DATA AND INFORMATION 52 | |
| 25.0) INTERPRETATION AND CONCLUSIONS 52 | |
| 26.0) RECOMMENDATIONS 54 | |
| 27.0) REFERENCES 56 | |
| 27.1) ONTARIO GEOLOGICAL SURVEY REPORTS 56 27.2) ASSESSMENT REPORTS 56 27.3) GEOSCIENTIFIC PAPERS 57 |
| Figure 1: Location Map 21 | |
|---|---|
| Figure 2: Claims Map 22 | |
| Figure 3: Access Roads to the Property 26 | |
| Figure 4: Colour-filled Contour of the Residual Magnetic Field and Electromagnetic Anomalies 28 | |
| Figure 5: Shaded Colour Image of the Second Vertical Derivative of the Residual Magnetic Field and | |
| Keating Coefficient 29 | |
| Figure 6: Historical Drilling 33 | |
| Figure 7: General Geological Setting (from Percival 2007) 34 | |
| Figure 8: Regional Geology 36 | |
| Figure 9: Property Geology 37 | |
| Figure 10: Puskuta Lake Shear Zone 39 | |
| Figure 11: Mineralization on and Just West of the Pichogen Property 42 | |
| Figure 12: Greenstone-Hosted Quartz-Carbonate Vein Deposits: Depth of Formation 44 | |
| Figure 13: Prospecting and Sampling Map 47 |
| Table 1: Claims description 17 | |
|---|---|
| Table 2: Main conditions of the acquisition 23 | |
| Table 3: Studies and Surveys by the Ontario Geological Survey 27 | |
| Table 4: Summary of Historical Work 30 | |
| Table 5: Stratigraphic column 35 | |
| Table 6: Assay Results for the 2017 Sampling Program 48 | |
| Table 7: Prospecting Targets 49 | |
| Table 8: Budget 55 |
GLOSSARY OF TECHNICAL TERMS
| NTS | National Topographic System |
|---|---|
| UTM | Universal Transverse Mercator (geographical coordinate system) |
| Archean | A geological period extending from 4,000 to 2,500 million years ago |
| Proterozoic | A geological period extending from 2,500 to 540 million years ago |
| Amphibolite | A metamorphic rock that contains amphiboles; on the property, it represents a metamorphosed basalt. |
| Granitoid | Coarse-grained plutonic rock similar to a granite that is predominantly composed of feldspar and quartz |
| Gossan | Intensely oxidized, weathered or decomposed rock, usually in the upper part of a mineralized occurrence |
| Keating coefficient | Utilize a simple pattern recognition technique to locate magnetic anomalies that resemble the response of a modelled kimberlite pipe. |
| Kimberlite | Rock formation that may contain diamonds |
| Mylonite | Fine-grained, compact rock produced by dynamic recrystallization of the constituent minerals |
| Terrane | A fragment of crustal material formed on, or broken off from, one tectonic plate and accreted or sutured to crust lying on another plate |
| Molybdenite | MoS2, one of the main minerals of molybdenum |
| Pyrite | An iron sulphide with the chemical formula Fe2S; often associated with sphalerite, galena and chalcopyrite |
| Chalcopyrite | CuFeS2, one of the main sources of copper |
| Dyke or dike | A body of rock that cuts across the layers of its surroundings |
| Abbreviations | |||||||
|---|---|---|---|---|---|---|---|
| Py | Pyrite | ||||||
| Cpy | Chalcopyrite | ||||||
| Hem | Hematite | ||||||
| Cu | Copper | ||||||
| Pb | Lead | ||||||
| Zn | Zinc | ||||||
| Fe | Iron | ||||||
| ppb | Parts per billion | ||||||
| ppm | Parts per million | ||||||
| Grade | |||||||
| 1,000 ppb = 1 ppm | |||||||
| 1 ppm = 1 g/t | |||||||
| 31.1 g = 1 Troy ounce | |||||||
| 10,000 ppm = 1% |
ILLUSTRATIONS

Old logging road on the center of the property

Trail to access the west part of the property now blocked

Outcrop observed in the central part of the property

Outcrop of mylonoitozed felsic rock in the center of the property. G. Henriksen on the left side
1.0) SUMMARY
The Pichogen property is made up of 138 claims in one block totalling 2,757 ha. It is located in NTS 42C16 and 42B13 in Walls Township, Ontario, Canada. Anniversary date vary between August 5, 2020, and October 20, 2020. Exploration work in the amount of \$52,600 will be required upon renewal. There is currently \$42,330 in exploration reserve on the property.
The claims are all registered to the name of Gordon N. Henriksen and are all located on Crown land. Evolution acquired the claims subject to the following conditions:
| Cash | Common shares | Exploration work | |
|---|---|---|---|
| On signing | \$10 | ||
| On listing | \$20,000 | Shares representing 1% of the total float on the first day of trading |
\$125,000 in year 1 |
| st anniversary 1 |
\$10,000 | Shares representing 1% of the total float | \$150,000 in year 2 |
| nd anniversary 2 |
\$10,000 | Shares representing 1% of the total float | \$250,000 in year 3 |
| rd anniversary 3 |
\$25,000 | Shares representing 1% of the total float | \$250,000 in year 4 |
| th anniversary 4 |
\$50,000 | Shares representing 1% of the total float | \$350,000 in year 5 |
The claims are subject to a 3% NSR2 royalty and a 3% GOR3 royalty; one-third of the NSR royalty (1%) can be bought back for \$1.5 million up until 10 years after the date of signature of the agreement. Payment of a non-refundable advance on royalty payments will begin on the fifth anniversary of the agreement. The payment will start at \$20,000 and increase by \$20,000 annually for five years. While non-refundable, the advance on royalty payment will be deducted from any royalties paid on production.
To the knowledge of the author, there are no environmental liabilities pertaining to the Pichogen property. In terms of required authorizations, an exploration permit will be required for line cutting, and an exploration plan will be required for diamond drilling and advanced exploration activities. In addition, Indigenous communities should be consulted early in the exploration process.
The property shows a relatively flat topography with elevations ranging from 330 to 390 m above sea level. The eastern part of the property was logged many years ago, but the western part was not, and it is covered with spruce, birch, alder and pine. Several creeks, lakes and the Pichogen River occur on the property and can be used as a source of water for future drilling or mining. Overburden depth in the area varies from 0 to 10 m.
2 NSR: Net Smelter Return
3 GOR: Gross Overriding Receipts
The property is located about 80 km south of the town of Hearst. It can be accessed from Hearst using the Caithness road immediately south of Hearst, and then logging roads to access the eastern and central parts of the property. Old drilling and logging roads can be upgraded to provide easier access to certain parts of the property. There is no mining infrastructure on the property, but the CNR railroad crosses the property in an east-west direction. The town of Hearst has several heavy equipment suppliers and contractors and can provide the services required for an exploration program, including food and lodging. Climate conditions over the property area are typically boreal, with cold winters and warm summers, and exploration and/or mining activities can take place all year long. At this latitude, there is no permafrost.
The Ontario Geological Survey (OGS) began investigating the area in 1929, with geological mapping by Maynard that defined the main geological units underlying Hawkins and Walls townships. The next work consisted of a geological compilation in 1965. After that, the OGS published mainly magnetic and electromagnetic airborne surveys. Exploration work by mining companies is more recent, with the first work reported by Falconbridge in 1984-1985, consisting of ground geophysical, geological and humus surveys covering several parts of the Pichogen property. Falconbridge reported a grab sample with 5% molybdenite from the western part of the property. Later, in 1987, Maurex did a VLF-EM survey on the eastern part of the property, and in 1988, Seaview Resources re-evaluated the Culbert-Petersen-Dubroy showing immediately west of the property. Seaview reported a grab sample grading 0.298 oz/t Au, taken outside its property on the Pichogen property. In 1989-1990, ground and airborne surveys were reported on different parts of the property by Maurex and Manridge Exploration and on the Hibbard claims. In 2016, Pavey Ark Minerals released a NI 43-101 technical report for the McKinnon property, located about 6 km west of the current property, and reported an inferred resource of 4,957,000 tonnes grading 1.5 g/t Au at a cut-off of 0.5 g/t Au. Please note that the results obtained on the McKinnon property are not an indication of the mineralization present on the Pichogen property.
Geologically, the property is located in the south-central part of the Superior Province. The Superior Province has been divided in several sub-units, and the property lies in the Wawa Terrane (or subprovince). The property is underlain by a thin, persistent greenstone belt called the Kabinakagami greenstone belt, which is curved, extends about 100 km in an E-W direction, and is 1 to 6 km wide. It is mainly made up of metavolcanic and metasedimentary rocks, metamorphosed to the amphibolite facies in the property area. This belt is enclosed in a gneiss tonalitic suite and is Archean in age. In and around the property area, the south boundary of the Kabinakagami belt has been affected by the Puskuta Lake shear zone. All the mineralized zones reported in Hawkins and Walls township (Langdon Lake, the McKinnon gold deposit and the Culbert-Petersen-Dubroy occurrence) are associated to this shear zone.
The mineralization observed in the area, mainly the Culbert-Peterson-Dubroy occurrence and the McKinnon gold deposit, suggest a greenstone-hosted quartz-carbonate vein-type gold deposit model for the Pichogen property. In both these gold occurrences, gold is associated with quartz veins containing disseminated sulphides in the form of pyrite and/or chalcopyrite. The host rocks are usually felsic tuffs and mafic volcanics. They are all located in the Kabinakagami greenstone belt where it has been overprinted by the Puskuta Lake shear zone.
Evolution has not carried out any exploration on the property since acquiring it. Henriksen (the Vendor) carried out two prospecting, sampling and mapping programs, in 2017 and 2019. The 2017 program was mainly concentrated on the NW part of the property, which uncovered several old trenches with significant results, including: 8.67 g/t Au, 10.94 g/t Au and 11.04 g/t Au in one; and 36.09 g/t Au and 71.4 g/t Ag, 35.83 g/t Au and 13.9 g/t Ag, and 21.74 g/t Au and 14.4 g/t Ag in another. All these samples are grab samples from quartz veins and/or quartz rubbles.
The 2019 program was mainly conducted in the central part of the property. Eighteen samples were taken and analysed for gold but, returned only background values. A couple of small pits were found. The location of the Keating coefficient and airborne anomalies were verified on the ground, but unfortunately were almost all located in swampy areas.
No historical or recent resources have ever been estimated for the Pichogen property, nor have any mineral processing or metallurgical studies been reported. The author is not aware of any significant risks or uncertainties that could reasonably be expected to affect the reliability of or confidence in the exploration information. In terms of future impacts, the property is located on Crown land; to maintain good relations, Indigenous communities should be informed of the type of exploration work planned and, if possible, the issuer should hire Indigenous people for the exploration work.
There is also potential for other types of mineralization on the property, but as they are a lot less likely to occur, they have not been included in the section on deposit types. During a geological survey in 1985, Falconbridge reported grab samples from a gossan zone with up to 5% molybdenite. Finally, for the last magnetic survey reported by the Ontario Geological Survey, Keating coefficients were calculated and indicated on the map. These coefficients show magnetic anomalies sometimes associated with the magnetic response of a kimberlite; at least five such anomalies have been recorded on the property.
All these observations lead to the conclusion that the property has very good gold potential that merits more thorough exploration, with emphasis on the part of the property covering the southern boundary of the Kabinakagami belt, where the Puskuta Shear zone had the most effect on the rocks.
As the results obtained so far from the historical and Henriksen work show good potential for gold discovery, a two-phase program is recommended. Phase I would consist of the following:
Geological survey, prospecting and assaying to define the main zones on the property; and at Phase II, the following program is suggested:
- Purchase a high-definition satellite photo for the purposes of:
- Locating old drill roads
- Locating old stripped areas and outcrops
- If possible, identifying the main structural features, such as faults and folds.
- Compile the results of historical surveys by companies and the government, provided they can be located with a good level of accuracy.
- Strip and clean the showings located during the Phase I and any other showings discovered.
- And finally 3,500 m of drilling on the most promising targets.
The budget for Phases I and II is indicated on next page.
Budget
| Phase I Geological survey, prospecting, stripping, & Assaying | |||||||
|---|---|---|---|---|---|---|---|
| Item No. | Proposed Work Description | Quantity | Unit | Unit Cost | Total | ||
| 1 Program preparation | 5 | days | \$800 | \$4,000 | |||
| 2 Permitting | \$3,500 | ||||||
| 3 Geological survey | 60 | days | \$750 | \$45,000 | |||
| 4 Prospecting | 60 | days | \$750 | \$45,000 | |||
| 5 Assays | 300 | samples | \$50 | \$15,000 | |||
| Subtotal Estimated Budget | \$112,500 | ||||||
| Contingencies | 12% | \$13,500 | |||||
| Total Estimated Budget for Phase I | \$126,000 | ||||||
| Phase II Geological survey, prospecting, stripping, & compilation | |||||||
| Item No. | Proposed Work Description | Quantity | Unit | Unit Cost | Total | ||
| 1 Program preparation | 6 days | 800 | \$4,800 | ||||
| 2 Compilation of all the surveys into a database | \$25,000 | ||||||
| 3 Purchase a high-definition satellite photoset (50cm) | \$5,000 | ||||||
| 4 Trail Preparation | \$10,000 | ||||||
| Mechanical stripping, geology, sampling gossans & | |||||||
| 5 showings | \$125,000 | ||||||
| 6 NI 43-101 Report & assessment report for the EMDM | \$20,000 | ||||||
| Diamond Drilling incl. mob/demob, tree clearing. | |||||||
| geology, samples | 3500 m | 150 | \$525,000 | ||||
| 8 Insert data in a 3D model | \$40,000 | ||||||
| Subtotal Estimated Budget | \$750,000 | ||||||
| Contingencies | 12% | \$90,000 | |||||
| Total Estimated Budget for Phase I | \$840,000 | ||||||
| Total Phase & II | \$966,000 |
2.0) INTRODUCTION
2.1) RECIPIENT
This technical report on the Pichogen property has been prepared at the request of Evolution Global Frontier Ventures Corp., (Evolution).
2.2) OBJECTIVES
This report describes the scientific and technical information concerning exploration activities, both historical and recent, carried out on the Pichogen property.
2.3) SOURCE OF DATA AND INFORMATION
This report is based on documentation provided by Gordon Henriksen and Evolution and statutory work filed with the Ontario Ministry of Northern Development and Mines. A complete, detailed list of the documentation used is given in Item 27, "References".
2.4) SCOPE OF THE PERSONAL INSPECTION BY THE QUALIFIED PERSON
The author visited the property on July 14, 2020, accompanied by Gordon Henriksen, geologist, the Vendor. One full day was required for the visit. We first visited the eastern part of the property, where no outcrops were observed. We then tried to visit the outcrops sampled during the 2017 and 2019 exploration programs; unfortunately, the trail was blocked due to recent logging activity, prohibiting access to the area. Finally, we visited the centre of the property, where several outcrops of felsic rocks and gneiss were observed, sometimes with barren quartz veins. No samples were taken during the visit.
2.5) UNITS USED IN THIS REPORT
Unless otherwise indicated, the units used in this report are in the metric system, amounts are in Canadian dollars, and coordinates are in the UTM system, NAD83, Zone 17U.
3.0) RELIANCE ON OTHER EXPERTS
This technical report has been prepared by Solumines for Evolution Global Frontier Ventures Corp. The information contained herein, conclusions, and opinions are based on the following:
- Information available to Solumines at the time of preparation of this report.
- Assumptions, conditions, and qualifications as described in this report, and
- Data, reports, and other third party sources
For the purpose of this report, Solumines has relied on the ownership information provided by Evolution Global Frontier Ventures Corp. and described in Section 4.0 Property Description and Location, as well as in Table 1. Solumines has not researched property title for the Pichogen Property and expresses no opinion as to the ownership status of the property.
Except for the purposes legislated under provincial securities laws, any use of this report by any third party is at the sole risk of that party.
4.0) PROPERTY DESCRIPTION AND LOCATION
4.1) AREA
The property is made up of 138 claims, from the conversion of 10 legacy claims (146 claim units) in one contiguous block, covering approximately 2,757 ha.
4.2) LOCATION
The property is located in NTS 42C16 and 42B13 in Walls Township. The claim block is centred on UTM coordinates 286,750E/5,429,000N. The centre of the property is located approximately 80 km south of the town of Hearst and 200 km WNW of the town of Timmins, as the crow flies. The claim boundaries have not been surveyed. The property location is shown in Figure 1, "Location Map".
4.3) TYPE OF MINERAL TENURE
The Pichogen property is made up of 138 claims, for a total area of 2,757 ha, from the conversion of 10 legacy claims (146 claim units) in one contiguous block. They are all located in Walls township.
Anniversary dates vary between August 5, 2020, and October 20, 2020. Exploration work in the amount of \$52,600 will be required upon renewal; there is currently \$42,330 in exploration reserve. All the claims are registered to the name of Gordon N. Henriksen and are located on Crown land. The claims are described in Table 1, "Claims Description", and illustrated in Figure 2, "Claims Map".
| Exploration | ||||||
|---|---|---|---|---|---|---|
| Tenure | Anniversary | Total | Work | work | Total | |
| ID | Tenure Type | Date | Work | required | Reserve | Reserve |
| 104388 | Single Cell Mining Claim | 2020-08-05 | \$400 | \$400 | \$0 | \$0 |
| 104389 | Single Cell Mining Claim | 2020-08-05 | \$200 | \$400 | 314 | \$314 |
| 106832 | Single Cell Mining Claim | 2020-08-05 | \$400 | \$400 | \$1 189 | \$1 189 |
| 106833 | Single Cell Mining Claim | 2020-08-05 | \$400 | \$400 | \$0 | \$0 |
| 108045 | Single Cell Mining Claim | 2020-10-20 | \$400 | \$400 | \$0 | \$0 |
| 108101 | Single Cell Mining Claim | 2020-10-20 | \$400 | \$400 | \$0 | \$0 |
| 108102 | Single Cell Mining Claim | 2020-10-20 | \$400 | \$400 | \$0 | \$0 |
| 108111 | Single Cell Mining Claim | 2020-08-23 | \$400 | \$0 | \$0 | \$0 |
| 108626 | Single Cell Mining Claim | 2020-08-05 | \$200 | \$400 | \$1 583 | \$1 583 |
| 111664 | Single Cell Mining Claim | 2020-08-23 | \$0 | \$400 | \$0 | \$0 |
| 111665 | Boundary Cell Mining Claim | 2020-08-23 | \$0 | \$200 | \$0 | \$0 |
| 113311 | Single Cell Mining Claim | 2020-08-23 | \$0 | \$400 | \$0 | \$0 |
| 122034 | Single Cell Mining Claim | 2020-08-05 | \$400 | \$400 | \$0 | \$0 |
| 122035 | Boundary Cell Mining Claim | 2020-08-05 | \$200 | \$200 | \$51 | \$51 |
| 122575 | Single Cell Mining Claim | 2020-08-23 | \$0 | \$400 | \$0 | \$0 |
| 122600 | Single Cell Mining Claim | 2020-10-20 | \$400 | \$400 | \$0 | \$0 |
| 129057 | Single Cell Mining Claim | 2020-08-05 | \$200 | \$400 | \$0 | \$0 |
| 133558 | Single Cell Mining Claim | 2020-08-05 | \$200 | \$400 | \$0 | \$0 |
| 136125 | Single Cell Mining Claim | 2020-08-05 | \$200 | \$400 | \$441 | \$441 |
| 143545 | Single Cell Mining Claim | 2020-10-20 | \$400 | \$400 | \$0 | \$0 |
| 142551 | Single Cell Mining Claim | 2020-08-23 | \$0 | \$400 | \$0 | \$0 |
| 142552 142553 |
Single Cell Mining Claim Single Cell Mining Claim |
2020-08-23 2020-08-23 |
\$0 \$0 |
\$400 \$400 |
\$0 \$900 |
\$0 \$900 |
| 143505 | Single Cell Mining Claim | 2020-10-20 | \$400 | \$400 | \$0 | \$0 |
| 147764 | Boundary Cell Mining Claim | 2020-08-23 | \$0 | \$200 | \$0 | \$0 |
| 147765 | Single Cell Mining Claim | 2020-08-23 | \$0 | \$400 | \$0 | \$0 |
| 147766 | Single Cell Mining Claim | 2020-08-23 | \$0 | \$400 | \$908 | \$908 |
| 149495 | Single Cell Mining Claim | 2020-08-05 | \$400 | \$400 | \$251 | \$251 |
| 149496 | Boundary Cell Mining Claim | 2020-08-05 | \$200 | \$200 | \$0 | \$0 |
| 149497 | Single Cell Mining Claim | 2020-08-05 | \$200 | \$400 | \$0 | \$0 |
| 149498 | Single Cell Mining Claim | 2020-08-05 | \$200 | \$400 | \$701 | \$701 |
| 150253 | Single Cell Mining Claim | 2020-08-05 | \$200 | \$400 | \$1 203 | \$1 203 |
| 161871 | Boundary Cell Mining Claim | 2020-08-23 | \$0 | \$200 | \$0 | \$0 |
| 163067 | Single Cell Mining Claim | 2020-08-05 | \$200 | \$400 | \$0 | \$0 |
| 166549 | Single Cell Mining Claim | 2020-08-05 | \$200 | \$400 | \$0 | \$0 |
| 176450 | Single Cell Mining Claim | 2020-08-05 | \$200 | \$400 | \$0 | \$0 |
| 176451 | Single Cell Mining Claim | 2020-08-05 | \$400 | \$400 | \$374 | \$374 |
| 176452 | Single Cell Mining Claim | 2020-08-05 | \$400 | \$400 | \$1 203 | \$1 203 |
| 176453 | Single Cell Mining Claim | 2020-08-05 | \$200 | \$400 | \$0 | \$0 |
| 177048 | Single Cell Mining Claim | 2020-08-23 | \$0 | \$400 | \$0 | \$0 |
| 180559 | Single Cell Mining Claim | 2020-08-23 | \$0 | \$400 | \$0 | \$0 |
| 181331 | Single Cell Mining Claim | 2020-08-05 | \$200 | \$400 | \$448 | \$448 |
| 182718 | Single Cell Mining Claim | 2020-10-20 | \$400 | \$400 | \$0 | \$0 |
TABLE 1: CLAIMS DESCRIPTION
| Exploration | ||||||
|---|---|---|---|---|---|---|
| Tenure ID |
Tenure Type | Anniversary Date |
Total Work |
Work required |
work Reserve |
Total Reserve |
| 182719 | Single Cell Mining Claim | 2020-10-20 | \$400 | \$400 | \$0 | \$0 |
| 182758 | Single Cell Mining Claim | 2020-08-23 | \$0 | \$400 | \$0 | \$0 |
| 182759 | Single Cell Mining Claim | 2020-10-20 | \$400 | \$400 | \$0 | \$0 |
| 186210 | Single Cell Mining Claim | 2020-08-05 | \$400 | \$400 | \$1 649 | \$1 649 |
| 186593 | Single Cell Mining Claim | 2020-08-23 | \$0 | \$400 | \$0 | \$0 |
| 188094 | Single Cell Mining Claim | 2020-08-05 | \$400 | \$400 | \$883 | \$883 |
| 188095 | Single Cell Mining Claim | 2020-08-05 | \$400 | \$400 | \$1 216 | \$1 216 |
| 189524 | Single Cell Mining Claim | 2020-10-20 | \$400 | \$400 | \$2 110 | \$2 110 |
| 189525 | Single Cell Mining Claim | 2020-10-20 | \$400 | \$400 | \$0 | \$0 |
| 189526 | Single Cell Mining Claim | 2020-10-20 | \$400 | \$400 | \$0 | \$0 |
| 192462 | Single Cell Mining Claim | 2020-08-05 | \$400 | \$400 | \$1 549 | \$1 549 |
| 192463 | Single Cell Mining Claim | 2020-08-05 | \$200 | \$400 | \$0 | \$0 |
| 195900 | Single Cell Mining Claim | 2020-08-23 | \$400 | \$0 | \$0 | \$0 |
| 200310 | Single Cell Mining Claim | 2020-08-05 | \$200 | \$400 | \$688 | \$688 |
| 201251 | Single Cell Mining Claim | 2020-08-23 | \$0 | \$400 | \$0 | \$0 |
| 201688 | Single Cell Mining Claim | 2020-08-23 | \$0 | \$400 | \$0 | \$0 |
| 205206 | Single Cell Mining Claim | 2020-08-05 | \$400 | \$400 | \$1 704 | \$1 704 |
| 213922 | Boundary Cell Mining Claim | 2020-08-23 | \$0 | \$200 | \$0 | \$0 |
| 213923 | Single Cell Mining Claim | 2020-08-23 | \$0 | \$400 | \$0 | \$0 |
| 215874 | Single Cell Mining Claim | 2020-08-23 | \$0 | \$400 | \$0 | \$0 |
| 215875 | Single Cell Mining Claim | 2020-10-20 | \$400 | \$400 | \$0 | \$0 |
| 215900 217322 |
Single Cell Mining Claim Single Cell Mining Claim |
2020-10-20 2020-08-05 |
\$400 \$200 |
\$400 \$400 |
\$0 \$448 |
\$0 \$448 |
| 219369 | Single Cell Mining Claim | 2020-10-20 | \$400 | \$400 | \$0 | \$0 |
| 219426 | Single Cell Mining Claim | 2020-10-20 | \$400 | \$400 | \$0 | \$0 |
| 219440 | Single Cell Mining Claim | 2020-08-23 | \$400 | \$0 | \$0 | \$0 |
| 219441 | Single Cell Mining Claim | 2020-08-23 | \$0 | \$400 | \$0 | \$0 |
| 219442 | Single Cell Mining Claim | 2020-08-23 | 0 | \$400 | \$0 | \$0 |
| 222374 | Single Cell Mining Claim | 2020-08-05 | \$200 | \$400 | \$1 203 | \$1 203 |
| 225338 | Single Cell Mining Claim | 2020-08-05 | \$200 | \$400 | \$0 | \$0 |
| 226703 | Single Cell Mining Claim | 2020-10-20 | \$400 | \$400 | \$0 | \$0 |
| 226731 | Single Cell Mining Claim | 2020-08-23 | \$0 | \$400 | \$0 | \$0 |
| 226732 | Single Cell Mining Claim | 2020-10-20 | \$400 | \$400 | \$0 | \$0 |
| 226733 | Single Cell Mining Claim | 2020-10-20 | \$400 | \$400 | \$0 | \$0 |
| 226734 | Single Cell Mining Claim | 2020-10-20 | \$200 | \$200 | \$0 | \$0 |
| 236751 | Single Cell Mining Claim | 2020-08-05 | \$400 | \$400 | \$949 | \$949 |
| 238150 | Single Cell Mining Claim | 2020-08-23 | \$0 | \$400 | \$0 | \$0 |
| 238153 | Single Cell Mining Claim | 2020-08-23 | \$0 | \$400 | \$0 | \$0 |
| 238154 | Single Cell Mining Claim | 2020-08-23 | \$0 | \$400 | \$0 | \$0 |
| 242528 243079 |
Single Cell Mining Claim Single Cell Mining Claim |
2020-08-05 2020-08-23 |
\$400 \$0 |
\$400 \$400 |
\$508 \$0 |
\$508 \$0 |
| 243080 | Single Cell Mining Claim | 2020-08-23 | \$0 | \$400 | \$0 | \$0 |
| 246020 | Boundary Cell Mining Claim | 2020-08-05 | \$200 | \$200 | \$0 | \$0 |
| 246021 | Boundary Cell Mining Claim | 2020-08-05 | \$200 | \$200 | \$101 | \$101 |
| Exploration | ||||||
|---|---|---|---|---|---|---|
| Tenure | Anniversary | Total | Work | work | Total | |
| ID | Tenure Type | Date | Work | required | Reserve | Reserve |
| 252856 | Single Cell Mining Claim | 2020-08-05 | \$200 | \$400 | \$188 | \$188 |
| 252857 | Single Cell Mining Claim | 2020-08-05 | \$400 | \$400 | \$1 449 | \$1 449 |
| 253033 | Single Cell Mining Claim | 2020-08-05 | \$400 | \$400 | \$901 | \$901 |
| 255910 | Single Cell Mining Claim | 2020-08-23 | \$0 | \$400 | \$0 | \$0 |
| 256260 | Single Cell Mining Claim | 2020-10-20 | \$400 | \$400 | \$0 | \$0 |
| 256802 | Single Cell Mining Claim | 2020-10-20 | \$400 | \$400 | \$0 | \$0 |
| 265048 | Single Cell Mining Claim | 2020-08-05 | \$400 | \$400 | \$2 391 | \$2 391 |
| 271802 | Single Cell Mining Claim | 2020-08-23 | \$0 | \$400 | \$0 | \$0 |
| 271821 | Single Cell Mining Claim | 2020-08-23 | \$0 | \$400 | \$0 | \$0 |
| 271822 | Boundary Cell Mining Claim | 2020-08-23 | \$0 | \$200 | \$0 | \$0 |
| 275245 | Single Cell Mining Claim | 2020-08-23 | \$0 | \$400 | \$0 | \$0 |
| 277586 | Single Cell Mining Claim | 2020-08-05 | \$400 | \$400 | \$0 | \$0 |
| 281345 | Single Cell Mining Claim | 2020-08-05 | \$200 | \$400 | \$0 | \$0 |
| 281346 | Single Cell Mining Claim | 2020-08-05 | \$200 | \$400 | \$841 | \$841 |
| 282210 | Boundary Cell Mining Claim | 2020-08-05 | \$200 | \$200 | \$0 | \$0 |
| 283402 | Single Cell Mining Claim | 2020-08-05 | \$400 | \$400 | \$1 423 | \$1 423 |
| 285301 | Single Cell Mining Claim | 2020-10-20 | \$400 | \$400 | \$0 | \$0 |
| 285302 | Single Cell Mining Claim | 2020-10-20 | \$400 | \$400 | \$0 | \$0 |
| 289087 | Single Cell Mining Claim | 2020-08-05 | \$400 | \$400 | \$0 | \$0 |
| 289423 | Single Cell Mining Claim | 2020-08-05 | \$400 | \$400 | \$1 449 | \$1 449 |
| 289424 | Single Cell Mining Claim | 2020-08-05 | \$400 | \$400 | \$1 209 | \$1 209 |
| 289538 | Single Cell Mining Claim | 2020-08-05 | \$200 | \$400 | \$0 | \$0 |
| 291459 | Single Cell Mining Claim | 2020-08-05 | \$200 | \$400 | \$0 | \$0 |
| 291460 292811 |
Single Cell Mining Claim Single Cell Mining Claim |
2020-08-05 2020-10-20 |
\$200 \$400 |
\$400 \$400 |
\$448 \$0 |
\$448 \$0 |
| 293368 | Single Cell Mining Claim | 2020-10-20 | \$400 | \$400 | \$0 | \$0 |
| 293371 | Single Cell Mining Claim | 2020-08-23 | \$0 | \$400 | \$0 | \$0 |
| 293372 | Single Cell Mining Claim | 2020-08-23 | \$0 | \$400 | \$0 | \$0 |
| 296450 | Single Cell Mining Claim | 2020-08-05 | \$200 | \$400 | \$320 | \$320 |
| 301590 | Single Cell Mining Claim | 2020-08-05 | \$200 | \$400 | \$0 | \$0 |
| 302099 | Boundary Cell Mining Claim | 2020-08-05 | \$200 | \$200 | \$0 | \$0 |
| 302100 | Single Cell Mining Claim | 2020-08-05 | \$400 | \$400 | \$2 849 | \$2 849 |
| 305528 | Single Cell Mining Claim | 2020-10-20 | \$200 | \$200 | \$0 | \$0 |
| 305531 | Single Cell Mining Claim | 2020-08-23 | \$0 | \$400 | \$0 | \$0 |
| 312229 | Single Cell Mining Claim | 2020-10-20 | \$400 | \$400 | \$0 | \$0 |
| 312270 | Single Cell Mining Claim | 2020-08-23 | \$0 | \$400 | \$0 | \$0 |
| 318749 | Single Cell Mining Claim | 2020-08-05 | \$400 | \$400 | \$1 416 | \$1 416 |
| 318750 | Single Cell Mining Claim | 2020-08-05 | \$400 | \$400 | \$2 249 | \$2 249 |
| 324589 | Single Cell Mining Claim | 2020-08-23 | \$0 | \$400 | \$0 | \$0 |
| 324590 | Single Cell Mining Claim | 2020-08-23 | \$0 | \$400 | \$0 | \$0 |
| 325625 | Single Cell Mining Claim | 2020-08-05 | \$200 | \$400 | \$0 | \$0 |
| 329696 | Single Cell Mining Claim | 2020-10-20 | \$400 | \$400 | \$0 | \$0 |
| 337483 | Single Cell Mining Claim | 2020-08-05 | \$200 | \$400 | \$2 403 | \$2 403 |
| 337484 | Single Cell Mining Claim | 2020-08-05 | \$400 | \$400 | \$220 | \$220 |
| Exploration | ||||||
|---|---|---|---|---|---|---|
| Tenure | Anniversary | Total | Work | work | Total | |
| ID | Tenure Type | Date | Work | required | Reserve | Reserve |
| 339206 | Single Cell Mining Claim | 2020-08-23 | \$0 | \$400 | \$0 | \$0 |
| 340406 | Single Cell Mining Claim | 2020-08-05 | \$400 | \$400 | \$0 | \$0 |
| 340407 | Single Cell Mining Claim | 2020-08-05 | \$200 | \$400 | \$0 | \$0 |
| 343716 | Single Cell Mining Claim | 2020-08-23 | \$0 | \$400 | \$0 | \$0 |
| 343717 | Single Cell Mining Claim | 2020-10-20 | \$400 | \$400 | \$0 | \$0 |
| 344259 | Single Cell Mining Claim | 2020-10-20 | \$400 | \$400 | \$0 | \$0 |
| 344264 | Single Cell Mining Claim | 2020-08-23 | \$0 | \$400 | \$0 | \$0 |
| Totals: | \$31 000 | \$51 400 | \$42 330 | \$42 330 |
Please note that on April 17, the Ministry of Energy, Northern Development and Mines of Ontario has produced a bulletin concerning exclusions of time for claim holders due to Covid-19. In summary, ''Claim holders with claim anniversary dates on or before December 31, 2020, will be given an exclusion order by making a brief request via email. There will be no cost for Covid-19 related exclusion requests. The exclusion orders will remove the requirements to carry out assessment work for a period of time of up to 12 months.''
Henriksen has already proceeded with a request to obtain the exclusion order for Pichogen claims.
4.4) AMOUNT INVESTED ON THE PROPERTY SINCE 2017
Since 2017 a total amount of \$91 231 has been invested on the property as exploration work as follow: \$24 494 in 2017 and \$66 737 in 2019. These amounts have been declared and accepted by the Ontario Ministry of Northern Development and Mines, and should be sufficient for the \$75,000 in exploration as required by the CSE. A breakdown of the expenses is given hereafter.
| 2017 | 2019 | |||||
|---|---|---|---|---|---|---|
| Exploration expenses | Exploration expenses | Cost | ||||
| Geologists-field | \$15 000 | Geologist, Geotechnician/prospector- field | \$52 700 | |||
| Geologist-report and map preperation |
\$4 500 | Geologist-report and map preperation | \$6 000 | |||
| Drafting | \$504 | Drafting | \$900 | |||
| Mileage | \$545 | Mileage | \$950 | |||
| Room and board, supplies | \$1 643 | Room and board, supplies etc | \$2 206 | |||
| ATV (four wheeler) rental | \$1 800 | ATV (four wheeler) rental | \$3 100 | |||
| trailer | \$620 | |||||
| Assays | \$502 | Assays | \$261 | |||
| Total for 2017: | \$24 494 | Total for 2019: | \$66 737 | |||
| Total for 2017 and 2019 | \$91 231 |
| Exploration work breakdown, 2017, and 2019 | |
|---|---|
| -------------------------------------------- | -- |

| 383 384 | 385 | 386 | 387 | 388 | 389 | 390 391 | 392 | 393 | -394 | 395 | 396 | 397 | 398 | 399 | 400 | 381 | 382 | 383 | 384 | $385 - 386$ | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 5733 | 72011945720061 | 18935 | 008 | 009 | *42 GO4D $010 - 011$ |
012 | 013 | ONTARIO | 017 | 018. | 019 | 020 | 001 | 002 | 003 | 004 | $005 + 006$ | 42G04C | ||||||
| 003 | 1,582.79 m 220 1 007 | 61680 | ||||||||||||||||||||||
| 024 177 04 3243 | 79027 028 134528307939228635 | 033 | 034 | 035 | 036 | 037 | 038 | 039. | 040 | 021 | 022 | $023^{\circ}$ | $-024$ | 025 | 026 | |||||||||
| $\overline{a}$ | 2002 | 025 026 60 | 1,357.02 m | 29 030 031 | 032 | |||||||||||||||||||
| 1664243080213923 4814255116931 | 40312908 | 054 | 055 | 056 | 057 | 058 | 059. | 060 | 041 | $-042$ | 043 | 044 | 045' | -046. | ||||||||||
| $\mathbf \Xi$ | 050 044 045 0469 0 1500 0450 049 050 | ALCOHOL | 652 | 053 | 218815 | 20352 | 0/8 | |||||||||||||||||
| 305.20 | 5 ов4 195900147 4776 065 066 7524 51425 52069 070 071 |
165067 068 1194422933 71 | 169311343179 $\sqrt{172}$ |
073 | 22613 B 076 173 45 63068 97079 | 080 | 061 | 062 | 063 | 064 | 065 | 066 | ||||||||||||
| $\sim$ | 6593 | 22575271\$0208#b8823B15310811I293372 15025B 094 22237B 096 296 45D | 3,179.03 m | 13 | 0422160584 | 61801 | 23594718815 | 1136169 | 085 | 6572 | ||||||||||||||
| 225084 | 085 086 4255 2011 51089 0900 1 | 10150h | T13 ZV2ZVp | L 095 | 097 | $.099$ $100.$ | 2,739.50 m | 083 | $14220$ $1086$ | |||||||||||||||
| 158/b2158/4 | m | 1331 238 5430 5 Area: 27,573,787.60 m 2 ; Perimeter: 32,780.83 m 3 3 25 3 33 | ITO4NI | ITOTIV | 28 346 | ε | 0400 | |||||||||||||||||
| 14000104 | 105 106 55040 108 109 | 110 4426 240406 45666 12 428 13 11 11 116 119 ארט טע |
120 | $101$ $102$ $103$ . | יטויקוויט | 8 022 | ||||||||||||||||||
| 124 | 012 26003 2969 5180 5912 128 23815 0182 5813 132 26504 8134 2425 28 136 277 58 6 | $-135 - 04290 - 13722749 + 139$ | 192462188095 | 140 - 0000 122 | 123 | 289423302100124 高 | ||||||||||||||||||
| 125 126 1271 228 21129 130 1227 2014 88 16:10 | Ε | |||||||||||||||||||||||
| 433 | $\overline{\phantom{0}}$ | $144 -$ | 【1729281】108045141 148 18952∦256802151 152 28953B 154 17645B 156 163 06 【 | $145 - 146 - 12220109 - 01149$ | $150 - 26720202260153$ | 2.614.41 m | $157$ $10940$ $159$ | 10438923675 | $160 - 240 + 142$ | 252857 | 106832 | 144 1451 $\begin{array}{ c c c c c c }\n\hline\n & 143 & 497 & 9 & 8 & 8 & 8 & 8 & 8 & 8 & 8 & 8 & 8 & 8 & 8 & 8 & 8 &$ |
||||||||||||
| 632 | Ÿ $\exists$ |
6918271 3256160167 168 18275 91435 4517 172 | 282210 174 | 175 | 176 | 177 | 17820 310217322 | 149497 | ||||||||||||||||
| 164 | 165 16628 2012 26728 169 | $170 - 9952$ $189 - 5173$ | 1,357.63 m 46 162 | $163 - 06828$ | ||||||||||||||||||||
| 83285302226708143505187188 219426344259305528 | 193 | 194 | 195 | 196 | 197 | 198 | 199 | 182 | 200 18N6 55492 2533 B 184 1851 2 25 DO | |||||||||||||||
| 4,110.79 m | 2,036.58 m | |||||||||||||||||||||||
| 203 | 204 | 205 | 206 | 207 | 208 | 209 | 210 | 211 | 212 | 213 | 214 | 215 | 216 | 217 | 218 | 219 | 220 | 201 | 202 | $203 - 1$ | 204 | 205 | 206 | |
| $\mathbb{R}$ | Evolution Global Emptier Ventures Corp. |

4.5) NATURE AND EXTENT OF THE ISSUER'S TITLES
On June 1, 2020, an agreement was signed between Gordon N. Henriksen (the Vendor) and Evolution Global Frontier Ventures Corp. (Evolution) for the acquisition of a 90% interest in the Pichogen property subject to the following conditions:
| Cash | Common shares | Exploration work | |
|---|---|---|---|
| On signing | \$10 | ||
| On listing | \$20,000 | Shares representing 1% of the total float | \$125,000 in year 1 |
| on the first day of trading | |||
| st anniversary 1 |
\$10,000 | Shares representing 1% of the total float | \$150,000 in year 2 |
| nd anniversary 2 |
\$10,000 | Shares representing 1% of the total float | \$250,000 in year 3 |
| rd anniversary 3 |
\$25,000 | Shares representing 1% of the total float | \$250,000 in year 4 |
| th anniversary 4 |
\$50,000 | Shares representing 1% of the total float | \$350,000 in year 5 |
With regard to the first payment of shares representing 1% of the total float, the shares will be subject to a 12-month escrow period during which the shares may be returned to the company at any time and replaced with a cash payment of \$20,000. In the event that the shares are returned to the company and a cash payment is made in lieu of the shares, that would signify that Evolution no longer wished to develop the property and the property would be returned to the Vendor.
4.6) ROYALTIES
The Vendor is entitled to a two-part production royalty consisting of a 3.0% net smelter return (NSR) royalty on all smeltable minerals or metals extracted from the claims and a 3.0% Gross Overriding Receipts (GOR) royalty on all diamonds extracted from the claims.
Evolution will have the right to buy back one third of the NSR royalty (1.0%) for \$1,500,000 up until 10 years from the date of signature of the agreement. Payment of a non-refundable advance on royalty payments will begin on the fifth anniversary of the agreement. The payment will start at \$20,000 and increase by \$20,000 annually for five years. While non-refundable, the advance on royalty payment will be deducted from any royalties paid on production.
4.7) ENVIRONMENTAL LIABILITIES
To the knowledge of the author, there are no environmental liabilities pertaining to the Pichogen property.
4.8) REQUIRED PERMITS
As the claims are located on Crown land, the following authorizations are required:
- An exploration permit (application 019-0303E) for exploration work such as the cutting of lines less than 1.5 m wide, and
- An exploration plan (019-0304E) and exploration permit for the cutting of lines more than 1.5 m wide, diamond drilling, and advanced exploration activities.
In addition, Indigenous communities should be consulted early in the exploration process with a view to securing social acceptance. Finally, note that no permit is required for prospecting and/or sampling.
5.0) PHYSIOGRAPHY, ACCESSIBILITY, INFRASTRUCTURE AND CLIMATE
5.1) TOPOGRAPHY, ELEVATION, VEGETATION AND DRAINAGE
The topography of the property is relatively flat, with a difference in altitude varying from 330 to 390 m above sea level. The eastern part of the property was logged many years ago, but the western part was not, and is covered in spruce, birch, alder and pine. This region is a preferred habitat for big game such as moose and bear and small game such as rabbit, fox and partridge. Several creeks, lakes and the Pichogen River occur on the property and can be used as a source of water for drilling or for a mining operation, if required.
5.2) ACCESSIBILITY
The property is located in the centre of Walls Township. It can be accessed from the town of Hearst as follows: in downtown Hearst, take 9th Street heading south, which then becomes route 583 south. Eleven km from downtown Hearst, take Caithness Road, and 71 km farther south, turn onto Marjorie Road and enter the eastern part of the property. The central and western parts of the property can be accessed by old logging roads. The CNR railroad crosses the property in an east-west direction. Figure 3 on the next page shows the access roads.
5.3) INFRASTRUCTURE
There is no mining infrastructure on the property, but the CNR railway crosses the property in an eastwest direction, and in the event of future production it should be easy to link the property to existing roads. There are no power lines on the property. The town of Hearst has several heavy equipment suppliers and contractors and can provide the services required for an exploration program, including food and lodging.
5.4) CLIMATE
The climate of the Pichogen property is almost the same as that of the Hearst area some 80 km north. Climate-data.org states the following climatic conditions for Hearst area: "The climate in Hearst is cold and temperate. There is a great deal of rainfall in Hearst, even in the driest month. The Köppen-Geiger climate classification is Dbf. In Hearst, the average annual temperature is 0.1 °C. Precipitation averages 795 mm. The driest month is February. There is 43 mm of precipitation in February. The greatest amount of precipitation occurs in July, with an average of 88 mm. With an average of 16.6 °C, July is the warmest month. The lowest average temperature in the year occurs in January, when it is around -19 °C." At this latitude there is no permafrost, and exploration and mining work can take place all year long.

6.0) HISTORY
6.1) GEOLOGICAL WORK BY THE ONTARIO GEOLOGICAL SURVEY
Over the years, the Ontario Geological Survey (OGS) completed several surveys over the Hawkins-Walls area, including mapping and airborne surveys at different scales. These are summarized in Table 3.
| Geological Reports | |||||||
|---|---|---|---|---|---|---|---|
| Year | Report # | Description | Results | ||||
| 1929 | Map 38C | Geological survey of the area, including | Gives the location of the Kabinakagami | ||||
| Walls and Hawkins townships. | greenstone belt | ||||||
| 1965 | Map P. 270 | Geological compilation map | Very large-scale compilation map, useful | ||||
| only to provide a rough idea of the local | |||||||
| geology | |||||||
| 1977 | GSR 157 | Geology of the Chapleau area | Very brief description of the area containing | ||||
| the property, which is located at the NW edge of the map |
|||||||
| 1986 | Map 80833 | Airborne EM and Mag survey 1:20,000 | Covers the western part of the Pichogen | ||||
| property. No EM anomalies located. Two | |||||||
| strong Mag features, one striking ESE and | |||||||
| the other NE. | |||||||
| 1986 | Map 80834 | Airborne EM and Mag survey 1:20,000 | Covers the eastern part of the property. A | ||||
| cluster of very weak EM anomalies is | |||||||
| located close to the Pichogen River, just north of the CNR railway. |
|||||||
| 1991 | Map 2543 | Large-scale bedrock geology |
Covers the property and useful to provide a | ||||
| 1:1,000,000 | rough idea of the geological context. | ||||||
| 1993 | OFR4 5787 |
Geological report on the Kabinakagami | Defines the position of the deformation | ||||
| greenstone belt | zone that hosts the Shenango Gold Mine | ||||||
| and crosses the Pichogen property | |||||||
| 2015 | Map 82 740 | Airborne EM and Mag surveys | Covers the entire property. Only one EM | ||||
| anomaly lies close to the Pichogen River. The others are scattered in the western |
|||||||
| part of the property. | |||||||
| 2015 | Map 82 755 | Colour map, airborne Mag and EM | Same as Map 82 740, but in colour. | ||||
| surveys, residual magnetic field. | |||||||
| 2015 | Map 82 759 | Colour map, airborne EM and Mag | The Mag and EM surveys show the same | ||||
| surveys, second derivative of the |
results as Map 82 755. Four Keating | ||||||
| residual magnetic field and Keating | coefficient5 anomalies are also located on |
||||||
| coefficients. | the property. |
| TABLE 3: STUDIES AND SURVEYS BY THE ONTARIO GEOLOGICAL SURVEY |
|---|
| ------------------------------------------------------------------ |
Figures 4 and 5 show the location of the property illustrated on the most recent airborne magnetic and electromagnetic maps (Maps 82 755 and 82 759).
4 OFR: Open File Report
5 Keating coefficient: Method for defining possible kimberlite targets (diamond-bearing rock) from residual magnetic intensity data, based on the identification of roughly circular anomalies.


6.2) GEOLOGICAL WORK BY MINING AND/OR EXPLORATION COMPANIES
Exploration companies have worked in the area since the 1930s, resulting in the discovery of the Langdon Lake showing, the Shenango Mine and the Taylor showing, all in Hawkins Township, and the Culbert-Peterson-Dubroy occurrence in Walls Township, close to the western boundary of the Pichogen property.
However, exploration work reported directly on the property dates back to work by Falconbridge in 1984, by Maurex Resources in 1987 and by Manridge Exploration in 1989, followed by geophysical surveys on the Hibbard claims one year later. Table 4 presents a summary of the exploration work performed on the property and in its immediate vicinity, with a brief description of the results obtained.
| Year | AFRI # | Company | Exploration | Results |
|---|---|---|---|---|
| 1957 | 42B13NW0206 | Mitchell claims | Two short drill holes, located about 1.25 km S of the southern boundary of the Pichogen property. |
Drilling totalled 20.7 m. Several quartz veins were intersected, but no samples were taken and no assays reported. |
| 1972 | 43B13NW0208 | Metalhawk Mining Ltd. |
Located outside the property, about 800 m to the west. Evaluation of a gold prospect west of Culbert Creek. |
Line cutting, Mag and sampling were recommended. |
| 1980 | 42G04SW0207 | Amax Minerals | Helicopter borne magnetic survey, immediately north of the property. Flown on lines 200 m apart. |
Diabase dykes, iron formation and faults were delineated. Ground work was suggested. |
| 1984 | 42B13NW0204 | Falconbridge Ltd. | Covered the central part of the property. Mag survey on lines 100 m apart with readings every 12.5 m. |
The Mag survey suggests a fault along the Pichogen River. VLF-EM was recommended. |
| 1984 | 42B04SW0216 | Falconbridge Ltd | Geological mapping, prospecting, rock and humus sampling. Covered the E part of the Pichogen property. |
Several gold anomalies were obtained from both the rocks and the humus surveys. They are scattered and located outside the Pichogen property. |
| 1985 | 42B13NW0203 | Falconbridge Ltd. | Covered the W part of the property. Geological mapping, geochemical survey and rock sampling, and VLF-EM. |
Rock reported: mafic volcanics, felsic metavolcanics, foliated granitoids, felsic intrusives and diabase dykes. Some quartz veins and gossan zones. No gold observed during the survey. Max of 5% MoS2, probably on the W part of the property. |
TABLE 4: SUMMARY OF HISTORICAL WORK
| Year | AFRI # | Company | Exploration | Results |
|---|---|---|---|---|
| 1985 | 42G14SW0215 | Falconbridge Ltd. | Humus sampling over the west part of the property, rock sampling and rock geochemistry on the eastern part of the property. |
Map quality is not good enough to locate and check for anomalous results. |
| 1987 | 42B13NW0202 | Maurex Resources | VLF-EM on the eastern part of the property on claim 4282462. |
Many VLF conductors detected. EM-MaxMin and Mag surveys were recommended. |
| 1988 | 42B13NE0204 | Golden Trio Minerals |
Many stripped zones with one of them just north of claim 4282462. |
No assay results reported. |
| 1988 | 42B13NE0210 | Seaview Resources | VLF-EM, Mag and re sampling of old trenches, E and W of Culbert Creek from, 425 to 800 m west of the west boundary of the property. |
Grab samples E of Culbert Creek returned 0.715 oz/t Au, 0.751 oz/t Au and 0.226 oz/t Au and 0.11 oz/t Au east of Culbert Creek. Sample #6 gave 0.298 oz/t Au from a grab sample approx 425 m E of the Seaview property boundary, on strike with the extension of gold horizon B, and probably located on claim 428455, which is part of the Pichogen property. |
| 1989 | 42B13NE0211 | Maurex Resources | Mag survey on lines 100 m apart with readings every 25 m. |
Covered the eastern part of the property. Suggests the presence of a deeply buried diabase. |
| 1989 | 42G04SW0210 | Manridge Exploration |
Airborne Mag and VLF surveys. Cover parts of claims 4282458 and 4282460, which are part of the Pichogen property. |
Covered the intersection of the Pichogen River and the CNR railway. One VLF anomaly located immediately E of the Pichogen River, and a fault was suggested along the Pichogen River. |
| 1990 | 42B13NE0208 | Hibbard claims | VLF-EM and Mag in part on the property on claim 4282455. |
17 VLF anomalies located. Geology, prospecting and IP surveys recommended. |
| 2016 | NI 43-101 report |
Pavey Ark Minerals | NI 43-101 technical report on the McKinnon gold project, just west of the Pichogen property. |
Inferred resource estimated at 4,957,000 tonnes grading 1.5 g/t Au at a cut-off grade of 0.5 g/t Au. |
6.3) HISTORICAL RESOURCES
No historical resources have ever been calculated or reported for the Pichogen property.
6.4) HISTORICAL MINERAL PROCESSING AND METALLURGICAL TESTING
No mineral processing and/or metallurgical testing have ever been reported on the property.
6.5) PRODUCTION
There has never been any production from the Pichogen property.
6.6) HISTORICAL DRILLING
No drilling has been done on the property to date. While hole GO-2-84, reported by Falconbridge in 1984, was located by the Ministry on the NW corner of the claim block, this was an error on the part of the Ministry. It appears that this hole was actually drilled approximately 7 km west of the property. Figure 6, "Historical Drilling", shows the position of holes drilled in the vicinity of the property.

7.0) GEOLOGICAL SETTING AND MINERALIZATION
7.1) GENERAL GEOLOGICAL SETTING
The Pichogen property is located in the south-central part of the Superior Province, which itself lies in the heart of the Canadian Shield. The Superior Province extends from Manitoba to Quebec and is mainly made up of Archean rocks. The general metamorphism is at the greenschist facies, except in the vicinity of intrusive bodies, where it can go to the amphibolite-to-granulite facies. The Superior Province has been divided in several sub-units, and the property lies in the Wawa Terrane, limited to the NW by the Quetico Terrane and to the SE by the Kapuskasing Uplift. The location of the property relative to the Wawa Terrane is shown in Figure 7.

FIGURE 7: GENERAL GEOLOGICAL SETTING (FROM PERCIVAL 2007)
7.2) REGIONAL AND PROPERTY GEOLOGY
The property is mainly underlain by a thin, persistent greenstone belt called the Kabinakagami greenstone belt.6 This belt is curved and extends approximately 100 km, from Nameigos Township to the west up to Champlain Township to the east, and is relatively narrow, varying from 1 to 6 km wide. It is mainly made up of metavolcanic and metasedimentary rocks, and in the area of the property is metamorphosed to the amphibolite facies. On a regional scale, the Kabinakagami greenstone belt is enclosed in a gneissic tonalite suite, made up of tonalite to granodiorite, foliated to gneissic, with minor supracrustal inclusions. The stratigraphy of the greenstone belt has been summarized by Wilson (1993) as shown in Table 5:
| TABLE 5: STRATIGRAPHIC COLUMN |
||||
|---|---|---|---|---|
| Quaternary | ||||
| Unconformity | ||||
| Precambrian | ||||
| Middle to late Precambrian | ||||
| Proterozoic | ||||
| Mafic intrusive rocks | ||||
| Diabase dykes, porphyritic diabase dykes and lamprophyre dykes | ||||
| Intrusive contact | ||||
| Early Precambrian | ||||
| (Archean) | ||||
| Felsic to intermediate intrusive rocks | ||||
| Biotite granodiorite to trondhjemite, monzonite and tonalite | ||||
| Intrusive contact | ||||
| Mafic and ultramafic intrusive rocks | ||||
| Metagabbro | ||||
| Intrusive contact | ||||
| Clastic metasedimentary rocks | ||||
| Metagreywackes, metasiltstones and garnetiferous metagreywackes | ||||
| Metavolcanic rocks (intermediate to felsic metavolcanic rocks) | ||||
| Massive to foliated flows, tuff, polymictic breccia and synvolcanic quartz | ||||
| feldspar porphyry dykes | ||||
| Mafic to intermediate metavolcanic rocks | ||||
| Massive flows, pillowed flows, flow top breccia, pyroclastic breccia and | ||||
| chlorite schist. |
On the property, the schistosity generally strikes from ESE to SE, with a steep dip to the north. On the SW part of the property, the schistosity strikes almost E-W, with a steep dip to the south. The regional and property geology are illustrated in the following pages.
6 The Kabinakagami Lake greenstone belt is described extensively by Wilson (1993) in: Geology of the Kabinakagami Lake Greenstone Belt. Open File Report 5787.




On the Pichogen property, the Kabinakagami greenstone belt has been affected by the Puskuta Lake shear zone, described as follows by Wilson (1993):
"The 1 km wide shear zone (Puskuta Lake Shear Zone) is a steeply dipping, dextral transcurrent structure that bounds the south side of the Kabinakagami Lake Greenstone Belt and extends approximately 60 km to the southeast. Any mineralization observed along the southeastern extension of the shear zone is usually associated with quartz segregation in fractured and mylonitic metavolcanic rocks."
Figure 10 on the next page shows the position of the Puskuta Lake shear zone relative to the property.

7.3) MINERALIZATION
Prior to the exploration done by Henriksen in 2017 and 2019, one mineralized zone had been discovered on the property. It consists of molybdenite mineralization located on claim 4219661, in the SW part of the property. Molybdenite mineralization was described by Falconbridge (AFRI 42B13NW0203) in 1985, as follows:
"Two locations in the South Bremner-Falconbridge grid contain molybdenite. The molybdenite is confined to a laterally continuous gossan zone found between a cherty-volcanogenic felsic unit and an amphibolite unit. It occurs as radiating euhedral flakes less than 4 mm in size and is present up to 5%."
The same report also contained the following recommendation: "The presence of up to 5% molybdenite along a 200 m strike is of significance since Climax-type molybdenite deposits contain between 0.1 to 1.0% MoS2. It is recommended that a small scale molybdenite sampling program be done concentrating on the mineralized gossan zone and nearby alkali intrusives to determine the economic potential of the showing."
No follow-up has been done to date. However, while re-evaluating the Culbert-Peterson-Dubroy occurrence, Seaview Resources found a mineralized zone approximately 425 m east of the boundary of their own property. A grab sample from this site returned 0.298 oz/t Au. If the reported position is reliable, this sample must be located on the Pichogen property, and more precisely on legacy claim 428455. Best results were obtained by Seaview in quartz veins with disseminated pyrite and traces of galena and sphalerite. Samples with no sulphides returned only background gold values.
Exploration done in 2017 and 2019 by Henriksen revealed several old trenches with mineralized quartz veins on the NW part of the property close to the Seaview grab sample, which returned 0.298 oz/t Au (9.27 g/t Au). Two of these showings in particular returned high gold values: 10.94 g/t Au, 8.67 g/t Au and 11.04 g/t Au from one in grab samples; and 36 g/t Au and 71.4 g/t Ag, 35.83 g/t Au and 13.9 g/t Ag, and 21.74 g/t Au, and 14.4 g/t Ag from another, also from grab samples.
Other gold occurrences are located 400 m to 9 km west of the property. The one closest to the property is the Culbert-Peterson-Dubroy occurrence, located about 400 m west of the western Pichogen property boundary. In 1988, Seaview Resources re-evaluated this occurrence and reported four grab samples that returned 22.23, 23.36, 7.09 and 3.42 g/t Au.
Some 5-6 km to the west, the Taylor showing and Shenango Gold Mine now form the McKinnon gold project, where an NI 43-101 inferred resource totalling 4,957,000 tonnes grading 1.5 g/t Au has been estimated.7 One km farther west, the Langdon Lake showing was drilled many years ago and weak gold values were obtained. The mineralization west of the property is shown in Figure 10 and the mineralization on the property and the Culbert-Peterson-Dubroy occurrence are shown in Figure 11, below.
Please note that descriptions of gold zones outside the Pichogen property are not an indication of the mineralization on the property.
7 Puritch, E., et al., 2016: Technical Report and Initial Resource Estimate on the McKinnon Gold Project, Hawkins and Walls Townships, Sault Ste-Marie and Porcupine Mining Divisions, Ontario, for Pavey Ark Minerals Inc. (http://www.paveyarkminerals.com).

8.0) DEPOSIT TYPES
8.1) GREENSTONE-HOSTED QUARTZ-CARBONATE VEIN DEPOSITS
The mineralization observed in the area, mainly the Culbert-Peterson-Dubroy occurrence and the McKinnon gold deposit, suggest a greenstone-hosted quartz-carbonate vein-type gold deposit model for the Pichogen property. In both these gold occurrences, gold is associated with quartz veins containing disseminated sulphides in the form of pyrite and/or chalcopyrite. The host rocks are usually felsic tuffs and mafic volcanics. They are all located in the Kabinakagami greenstone belt where it has been overprinted by the Puskuta Lake shear zone. This type of orebody is best described by Dubé and Gosselin (2007):8
"Greenstone-hosted quartz-carbonate vein deposits typically occur in deformed greenstone belts of all ages, especially those with variolitic tholeiitic basalts and ultramafic komatiitic flows intruded by intermediate to felsic porphyry intrusions, and sometimes with swarms of albitite or lamprophyre dykes. They are distributed along major compressional to transtensional crustal-scale fault zones in deformed greenstone terranes commonly marking the convergent margins between major lithological boundaries such as volcano-plutonic and sedimentary domains. The large greenstone-hosted quartzcarbonates vein deposits are commonly spatially associated with fluvio-alluvial conglomerate distributed along major crustal fault zones. This association suggests an empirical time and space relationship between large-scale deposits and regional unconformities.
These types of deposits are most abundant and significant, in terms of total gold content, in Archean terranes. However, a significant number of world class deposits are also found in Proterozoic and Paleozoic terranes. In Canada they represent the main source of gold and are mainly located in the Archean greenstone belts of the Superior and Slave provinces. They also occur in Paleozoic greenstone terranes of the Appalachian orogeny and in the oceanic terranes of the Cordillera.
The greenstone-hosted quartz-carbonate vein deposit corresponds to structurally controlled complex epigenetic deposits characterized by simple to complex networks of gold-bearing, laminated quartzcarbonates fault-fill veins. These veins are hosted by moderately to steeply dipping, compressional, brittle-ductile shear zones and faults with locally associated shallow-dipping extensional veins and
8 Dubé, B., Gosselin, P., 2007: Greenstone-hosted quartz-carbonate vein deposit, in Goodfellow, W.D., ed., Mineral Deposits of Canada: A Synthesis of Major Deposit Types, District Metallogeny, the Evolution of Geological Provinces, and Exploration Methods: Geological Association of Canada, Mineral Deposits Division, Special Publication No. 5, p. 49-73.
hydrothermal breccias. The deposits are hosted by greenschist to locally amphibolite-facies metamorphic rocks of dominantly mafic composition and formed at intermediate depth (5-10 km). The mineralization is syn- to late-deformation and typically post peak greenschist facies or syn-peak amphibolite facies metamorphism. They are typically associated with iron carbonate alteration. Gold is largely confined to the quartz-carbonate vein network but may also be present in significant amount within iron-rich sulphidized wall-rock selvages or within silicified and arsenopyrite-rich replacement zones.
There is general consensus that the greenstone-hosted quartz-carbonate vein deposits are related to metamorphic fluids from accretionary processes and generated by prograde metamorphism and thermal re-equilibration of subducted volcano-sedimentary terranes. The deep seated, Autransporting metamorphic fluid has been channelled to higher crustal levels through major crustal faults or deformation zones. Along its pathway, the fluid has dissolved various components–notably gold–from the volcano-sedimentary packages, including a potential gold-rich precursor. The fluid is then precipitated as vein material or wall-rock replacement in second and third order structures at higher crustal levels through fluid pressure cycling processes and temperature, pH and other physicchemical variations.
The Sigma-Lamaque mines in the Val-d'Or area are good examples of this type of orebody, and to some extent, the Hemlo deposit as well, but in a more metamorphosed geology. Figure 12 shows the depth of formation of this type of deposit.


There is also potential for other types of mineralization on the property, but as they are a lot less likely to occur. During a geological survey in 1985, Falconbridge reported grab samples from a gossan zone with up to 5% molybdenite. Finally, for the last magnetic survey reported by the Ontario Geological Survey, Keating coefficients were calculated and indicated on the map. These coefficients show the magnetic anomalies sometimes associated with the magnetic response of a kimberlite; at least five such anomalies have been recorded on the property.
9.0) EXPLORATION
Evolution has not done any exploration since acquiring the property. However, as the exploration done by Henriksen is recent and has a bearing on the acquisition of the property, it is described in detail hereafter.
9.1) EXPLORATION WORK DONE BY HENRIKSEN IN 2017 (\$24 494)
From September 22 to October 11, 2017, prospecting, mapping and sampling for gold, silver, copper, zinc and lead were performed by Gordon N. Henriksen professional geologist and Robert A. Campbell, geologist. Preliminary mapping of the claim boundaries, roads, trails, claim posts, outcrops and old workings was performed using GPS NAD83 coordinates, in conjunction with traditional pace and compass methods and chaining where warranted. A total distance of 62.2 km was traversed.
A total of 31 rock samples were collected. Thirty-four samples were submitted for analysis, along with three samples collected in 2016 after staking the eastern claims. All samples were analysed for gold. Four samples were also analysed for silver, copper, zinc and lead. Six samples were highly anomalous for gold, four were highly anomalous for silver and one was slightly anomalous for lead.
The prospecting performed along the gold-bearing sequence, mostly on legacy claims 4282455 to 4282458, west of the train tracks, was successful in locating 24 old pits/trenches and numerous quartz veins and stringers. Four airborne EM9 anomalies were traversed. The gold-bearing intercalated mafic and felsic sequence was traced for 4.3 km, from the western boundary of the property to near the tracks. Six of the samples collected returned significant gold grades, with 8.67 g/t, 10.94 g/t, 11.04 g/t, 21.74 g/t, 35.83 g/t and 36.0 g/t. Three samples returned high silver values, with 13.9 g/t, 14.4 g/t and 71.4 g/t, and were also slightly anomalous in copper, zinc and lead. Figure 13 shows the position of the trenches containing the high-grade gold values.
9 EM: Electromagnetic
The three samples containing high-grade gold values of 21.74, 35.83 and 36.00 g/t were collected from a quartz-bearing outcrop and trench rubble, referred to as Showing 2017-2. This 90 m long system of trenches strikes 095° to 100° across legacy claim 4282455. A grab of metavolcanic outcrop adjacent to the vein contained 0.475 g/t Au. Approximately 120 to 145 metres west and 25 metres south of Showing 2017-2, two trenches were discovered, striking 110 degrees for 25 metres. The three grab samples (D-072253-255) of quartz-bearing trench rubble assayed 8.67, 10.94 and 11.04 g/t Au and are referred to as Showing 2017-1, also shown in Figure 13.
Near the western property boundary, 450 m NNW of Showing 2017-1, a quartz vein was discovered in an outcrop. The only sample collected on this vein assayed 0.639 g/t Au. An area just west of the railroad tracks, near the boundary of central claims 4282457 and 4282458, was also prospected. This is an area where Falconbridge maps show a mineralized quartz vein. Six veins-stringers and two old workings were discovered. Samples (D-072203 and D-072268) of felsic volcanic and quartz-porphyry returned 0.309 and 0.285 g/t Au, respectively.
Three of the four airborne anomalies traversed were in low-lying, swampy, overburden-covered ground. The fourth lies near the old fire tower, in an area of quartz veining in mafic metavolcanic rocks, near a contact with a regional south-southwest-striking mafic dyke. The best assay of the veining was 0.103 g/t Au (D-072260). Results obtained for gold and for silver (when assayed for), along with the UTM coordinates, are shown in Table 6.

| Sample # | UTM E | UTM N | Sample type | Au ppm | Ag ppm |
|---|---|---|---|---|---|
| D-072201 | 288 805 | 5 428 595 | Grab (o/c10) | 0.032 | n/a11 |
| D-072202 | 290 685 | 5 428 519 | Grab (float) | 0.013 | n/a |
| D-072203 | 285 632 | 5 428 940 | Grab (o/c) | 0.309 | n/a |
| D-072253 | 281 681 | 5 429 905 | Trench (rubble) VG12? | 10.94 | n/a |
| D-072254 | 281 681 | 5 429 905 | Trench rubble | 8.67 | n/a |
| D-072255 | 281 681 | 5 429 905 | Trench rubble | 11.04 | n/a |
| D-072256 | 281 542 | 5 430 351 | Grab (o/c) | 0.639 | n/a |
| D-072257 | 284 227 | 5 429 604 | Grab (o/c) | 0.086 | n/a |
| D-072258 | 284 652 | 5 429 523 | Grab (o/c) | 0.02 | n/a |
| D-072259 | 284 657 | 5 429 544 | Grab (o/c) | 0.021 | n/a |
| D-072260 | 284 655 | 5 429 542 | Grab (o/c) | 0.103/ | n/a |
| D-072261 | 285 680 | 5 429 148 | Grab (o/c) | 0.014 | n/a |
| D-072262 | 285 668 | 5 429 144 | Grab (o/c) | 0.005 | n/a |
| D-072263 | 285 636 | 5 429 123 | Grab (o/c) | 0.127 | n/a |
| D-072264 | 285 622 | 5 429 119 | Grab (o/c) | 0.042 | n/a |
| D-072265 | 285 556 | 5 428 949 | Grab (o/c) | 0.026 | n/a |
| D-072266 | 283 411 | 5 429 567 | 0.5 m chips | 0.033 | n/a |
| D-072267 | 283 387 | 5 429 553 | Grab (o/c) | <0.005 | n/a |
| D-072268 | 285 676 | 5 428 934 | Grab (o/c) | 0.285 | n/a |
| D-072269 | 283 392 | 5 429 540 | Grab (o/c) | 0.017 | n/a |
| D-072270 | 283 374 | 5 429 554 | Grab (o/c) in pit | 0.008 | n/a |
| D-072271 | 283 401 | 5 429 568 | Trench, rubble | 0.006 | n/a |
| D-072272 | 283 402 | 5 429 603 | Grab (o/c) trench | 0.045 | n/a |
| D-072273 | 283 401 | 5 429 602 | Grab (o/c) trench | 0.043 | n/a |
| D-072274 | 283 199 | 5 429 604 | Grab block | 0.073 | n/a |
| D-072275 | 283 199 | 5429 609 | Grab block | 0.05 | n/a |
| D-072276 | 283 197 | 5 429 630 | Grab block | 0.016 | n/a |
| D-072277 | 283 173 | 5 429 680 | Grab (o/c) | 0.029 | n/a |
| D-072278 | 281 825 | 5 429 915 | Grab (o/c) trench VG | 36.0 | 71.4 |
| D-072279 | 281 825 | 5 429 917 | Trench rubble | 35.83 | 13.9 |
| D-072280 | 281 825 | 5 429 915 | Grab (o/c) trench | 21.74 | 14.4 |
| D-072281 | 281 825 | 5 429 915 | Grab (o/c) trench | 0.475 | n/a |
| D-072282 | 281 770 | 5 429 924 | Grab (o/c) | 0.072 | n/a |
| D-072283 | 284 407 | 5 427 604 | Grab (o/c) | 0.033 | n/a |
TABLE 6: ASSAY RESULTS FOR THE 2017 SAMPLING PROGRAM
10 o/c: outcrop
11 n/a: not assayed for
12 VG: visible gold
9.2) EXPLORATION WORK DONE BY HENRIKSEN IN 2019 (\$66 737)
Between June 2, 2019 and July 2, 2019, prospecting, mapping and sampling for gold were performed by Gordon N. Henriksen and Robert A. Campbell, both professional geologists. Preliminary mapping of the claim boundaries, roads, trails, claim posts, outcrops and old workings was performed using GPS NAD83 coordinates, in conjunction with traditional pace and compass methods where warranted. A total distance of 102.6 km was traversed and 18 rock samples were collected, with all samples assayed for gold.
In spring-summer 2019, limited prospecting was performed on the eastern part of the claims block and in the vicinity of the Pichogen River. It was successful in locating Trench 3 (TR-3), a shear and a sheared contact identified through work by Falconbridge in 1984. Six locations with airborne EM anomalies and two locations with Keating coefficient anomalies were traversed, reference OGS 2015 airborne maps 82-740, 755 and 759. The location of Trench 19 (TR-19) identified through work by Golden Trio Minerals in 1988 was traversed, but the trench was not found and is believed to be incorrectly located. These traverse results are shown in Table 7, below.
| Target | Reference | UTM E | UTM N | Field observations |
|---|---|---|---|---|
| Airborne EM # 12 | OGS 2015 maps 82-740, 755, 759 | 286 638 | 5 429 433 | No o/c in this area |
| Airborne EM # 13 | OGS 2015 maps 82-740, 755, 759 | 289 211 | 5 428 644 | o/c sample D-072306 |
| Airborne EM # 14 | OGS 2015 maps 82-740, 755, 759 | 290 334 | 5 428 190 | Edge of lake-swamp |
| Airborne EM # 15 | OGS 2015 maps 82-740, 755, 759 | 290 503 | 5 428 086 | Edge of lake-swamp |
| Airborne EM # 16 | OGS 2015 maps 82-740, 755, 759 | 290 696 | 5 428 049 | Edge of lake-swamp |
| Airborne EM # 17 | OGS 2015 maps 82-740, 755, 759 | 290 895 | 5 428 168 | Swampy ground |
| KC13 K4 | OGS 2015 maps 82-740, 755, 759 | 287 215 | 5 429 425 | Swampy ground |
| KC K5 | OGS 2015 maps 82-740, 755, 759 | 290 372 | 5 428 982 | Swampy ground |
| Trench 19 | Golden Trio 1988 (42B13NE0204) | 290 986 | 5 428 298 | Not found |
| Trench 3 | 1984 Falconbridge (42B04SW0216) | 289 503 | 5 427 911 | Small pit sample 305 |
| Shear | 1984 Falconbridge (42B04SW0216) | 288 800 | 5 428 591 | Shear in o/c sample |
| 307 | ||||
| Sheared contact | 1984 Falconbridge (42B04SW0216) | 289 860 | 5 428 130 | Not found |
TABLE 7: PROSPECTING TARGETS
Small white quartz veins and stringers with no apparent sulphides were encountered in areas of mafic and felsic metavolcanics as well as in the gneissic rocks of the property. Sulphide mineralization associated with shearing was less than 5%. Diorite outcrops were lacking in quartz veining, and quartz + feldspar "pegmatitic" dykes up to 5 m wide were observed in some of the metavolcanics.
The east-west-striking geology of the property is offset by a cross-cutting fault lying along the Pichogen River. In 2017, prospecting west of the Pichogen River Fault yielded significant results in various locations. The lack of significant results for the 2019 program suggests that the Pichogen River Fault
13 KC: Keating coefficient
cuts off or dislocates the gold system found in the west part of the Pichogen property. A total of 18 samples were assayed for gold, but no significant or anomalous gold values were obtained.
10.0) DRILLING
Evolution has not done any drilling since acquiring the property. Historically, no diamond drilling has been reported on the property.
11.0) SAMPLE PREPARATION, ANALYSIS AND SECURITY (HENRIKSEN 2017-19)
This item refers only to the work done by Henriksen in 2017 and 2019, as it is not described in the historical reports.
Samples were chosen and taken by R. Campbell and G. Henriksen during the course of the prospecting programs. Samples were identified and put in sample bags that were brought to the laboratory at the end of each program by G. Henriksen. No breach of security was reported by Henriksen and/or by the laboratory.
During the 2017 and 2019 exploration program, a total of 52 samples were taken. They were all analysed for gold, and four of them were also assayed for silver, copper, zinc and lead. QA/QC control was not done by Henriksen; the only QA/QC was the usual verification by the laboratory. Samples were analysed by Laboratoire Expert, located at 127, Boulevard Industriel, Rouyn-Noranda, Québec, Canada, J9X 6P2. Laboratoire Expert is not an ISO certified laboratory; however, it has been in business for a long time and has a good reputation.
All the samples were prepared at the laboratory using the standard method of drying, crushing and pulverizing, after which a 29.166 g sample is analysed for gold using fire assay with an atomic absorption finish.14 If the result obtained is greater than 1,000 ppb, the sample is re-analysed by gravity (fire assay).15 Silver, copper, zinc and lead were analysed by atomic absorption following partial digestion by nitric and hydrochloric acid.16 The full analytical protocol is available on request.
As no QA/QC was performed, it is impossible to comment on the quality of the results obtained.
14 Analytical code: FA-GEO
15 Analytical code: FFA-GRAV
16 Analytical code: AAT-7
12.0) DATA VERIFICATION
A 1 day site visit to the Picholgen Property was conducted by the author of this report on July 14, accompanied by Gordon Henriksen, geologist, and property vendor. The eastern portion of the property was visited, however there were no observed outcrops. Access to the western part of the property was inaccessible as the roads were blocked by recent logging activity. The author and Mr. Henriksen attempted to access the western portion of the property to observe the outcrops and trenches discovered and sampled in the 2017 and 2019 exploration programs, however, due to recent logging activity it was impossible to gain access. The author and Mr. Henriksen were able to access the central part of the property where several outcrops of felsic rocks and gneiss were observed, sometimes with barren quartz veins. No samples were collected during this visit.
The field visit enabled the author to observe locations where Mr. Henriksen and Mr. Campbell took samples. All sample locations were flagged and marked with metal tags. The field visit allowed the author to speak with Mr. Henriksen and Mr. Campbell in regards to the work program conducted thus far. The site visit was used to verify and validate the exploration methodology, field work process, and most importantly sample methodology. The excel files were examined by the author in order to validate the data entered by the assay certificates. All of the assay certificates were examined as well.
A review exploration methods was performed in the field and field office.
13.0) MINERAL PROCESSING AND METALLURGICAL TESTING
Evolution has not done any mineral processing and/or metallurgical testing, and none has been reported in the past.
14.0) MINERAL RESOURCE ESTIMATES
No mineral resources have ever been estimated for the property, nor have historical resources ever been reported on the property.
ITEMS 15 TO 22
Items 15 to 22 are as follows: 15.0) Mineral Reserve Estimates; 16.0) Mining Methods;
- 17.0) Recovery Methods;
- 18.0) Project Infrastructure;
- 19.0) Market Studies and Contracts;
- 20.0) Environmental Studies, Permitting and Social or Community Impact;
- 21.0) Capital and Operating Costs;
- 22.0) Economic Analysis.
These items refer to properties at the development stage and do not apply to the Pichogen property.
23.0) ADJACENT PROPERTIES
The only mineral property that could have a material impact on the Pichogen project is the McKinnon-Hawkins gold project. The claims forming the McKinnon-Hawkins project are adjacent to the Pichogen property to the west, but the gold project itself is located about 6 km west of the Pichogen property. On September 7, 2016, Sunvest Minerals announced an option to acquire a 100% interest in the McKinnon-Hawkins gold project from Pavey Ark Minerals. In an NI-43-101 report dated May 31, 2016, P&E Mining Consultants, acting on behalf of Pavey Ark Minerals, estimated the resource of the McKinnon-Hawkins project as follows: 4,957,000 tonnes grading 1.5 g/t Au, all classified as inferred. In a press release dated January 27, 2017, Sunvest17 announced the start of a drilling program on the project. After drilling 13 holes totalling approximately 1,624 m, Sunvest returned the property to Pavey Ark Minerals in 2019.
Please note that the resources estimated for the McKinnon-Hawkins gold project are not an indication of the mineralization present on the Pichogen property.
24.0) OTHER RELEVANT DATA AND INFORMATION
All the relevant technical data and information available has been provided in the preceding items. With regard to the project's social acceptability, no particular problems are anticipated. Henriksen will contact the local Indigenous communities as soon as an exploration program is being considered.
25.0) INTERPRETATION AND CONCLUSIONS
The author is not aware of any significant risks or uncertainties that could reasonably be expected to affect the reliability of or confidence in the exploration information. In terms of future impact, the property is located on Crown land; to maintain good relations, Indigenous communities will be informed
17 In April 2019, Sunvest Minerals changed its name for Sky Gold Corp.
of the type of exploration work planned, and, if possible, the issuer should hire Indigenous people for the exploration work.
The Pichogen property is located in the Kabinakagami greenstone belt, a small curved greenstone belt 1 to 6 km wide and over 100 km long. The property is located approximately in the centre of the belt. This greenstone belt is made up of felsic and mafic volcanics and felsic intrusives, all metamorphosed to the amphibolite facies. In the area of the property, the belt is enclosed in a gneissic tonalitic suite.
The northern and eastern parts of the Kabinakagami belt have been affected by the Puskuta Lake shear zone. This shear zone bounds the south side of the belt, and, as reported by Wilson (1993), any mineralization observed along the southeastern extension of the shear zone is usually associated with quartz segregation in fractured and mylonitic metavolcanic rocks.
All the showings and deposits of the area, namely Langdon Lake, Shenango, Taylor and Culbert-Peterson-Dubroy, are located in the portion of the Kabinakagami belt affected by the Puskuta Lake shear. The Pichogen property is located in the same geological environment, on strike with these deposits. It is interesting to note that the Shenango Mine and the Taylor showing now form the McKinnon gold project, where Pavey Ark Minerals has reported an inferred resource of 4,957,000 tonnes grading 1.5 g/t Au at a cut-off grade of 0.5 g/t Au.18
There is also potential for other types of mineralization on the property, but as they are a lot less likely to occur, they have not been included in the section on deposit types. During a geological survey in 1985, Falconbridge reported grab samples from a gossan zone with up to 5% molybdenite. This should be verified during a future geological survey. Finally, for the last magnetic survey reported by the Ontario Geological Survey, Keating coefficients were calculated and indicated on the map. These coefficients show the magnetic anomalies sometimes associated with the magnetic response of a kimberlite; at least five such anomalies have been recorded on the property. This should also be verified during a future geological survey.
All these observations and the results obtained by the two exploration program completed by Henriksen in 2017 and 2019 lead to the conclusion that the property has very good gold potential that merits more thorough exploration, with emphasis on the part of the property covering the southern
18 Puritch, E., et al., 2016: Technical Report and Initial Resource Estimate on the McKinnon Gold Project, Hawkins and Walls Townships, Sault Ste-Marie and Porcupine Divisions, Ontario, for Pavey Ark Minerals Inc. (http://www.paveyarkminerals.com).
boundary of the Kabinakagami belt, where the Puskuta Lake shear zone had the greatest effect on the rocks.
26.0) RECOMMENDATIONS
As the results obtained so far from historical work show good potential for a gold discovery, a twophase approach is recommended. Phase I would consist of the following:
- Conduct a geological and prospecting survey on the outcropping zones and historic trenches
- Sample the showings discovered during the 2017 program and any other new showings discovered.
- Permitting for Phase II
- Assaying
If warranted by the results of Phase I, Phase II would consist of the work described hereafter including a total of 3,500 m of drilling. The budget for Phases I and II is indicated in Table 8 on the following page. Phase II would consist of the following:
- Purchase a high-definition satellite photo for the purposes of:
- Locating old drill roads
- Locating old stripping and outcrops
- If possible, observing the main structural features such as faults and folds.
- Compile the results of historical surveys by companies and the government, provided they can be located with a good level of accuracy
- Trail preparation
- Mechanical stripping, geology and sampling of gossans & showings
- Dimaond Drilling (3,500m)
- Assaying
- Insert data into a 3D model
TABLE 8: BUDGET
| Phase I Geological survey, prospecting, stripping, & Assaying | |||||
|---|---|---|---|---|---|
| Item No. | Proposed Work Description | Quantity | Unit | Unit Cost | Total |
| 1 Program preparation | 5 | days | \$800 | \$4,000 | |
| 2 Permitting | \$3,500 | ||||
| 3 Geological survey | 60 | days | \$750 | \$45,000 | |
| 4 Prospecting | 60 | days | \$750 | \$45,000 | |
| 5 Assays | 300 | samples | \$50 | \$15,000 | |
| Subtotal Estimated Budget | \$112,500 | ||||
| Contingencies | 12% | \$13,500 | |||
| Total Estimated Budget for Phase I | \$126,000 | ||||
| Phase II Geological survey, prospecting, stripping, & compilation | |||||
| Item No. | Proposed Work Description | Quantity | Unit | Unit Cost | Total |
| 1 Program preparation | 6 days | 800 | \$4,800 | ||
| 2 Compilation of all the surveys into a database | \$25,000 | ||||
| 3 Purchase a high-definition satellite photoset (50cm) | \$5,000 | ||||
| 4 Trail Preparation | \$10,000 | ||||
| Mechanical stripping, geology, sampling gossans & | |||||
| 5 showings | \$125,000 | ||||
| 6 NI 43-101 Report & assessment report for the EMDM | \$20,000 | ||||
| Diamond Drilling incl. mob/demob, tree clearing, | |||||
| 7 geology, samples | 3500 m | 150 | \$525,000 | ||
| 8 Insert data in a 3D model | \$40,000 | ||||
| Subtotal Estimated Budget | \$750,000 | ||||
| Contingencies | 12% | \$90,000 | |||
| Total Estimated Budget for Phase I | \$840,000 | ||||
| Total Phase & II | \$966,000 |
27.0) REFERENCES
27.1) ONTARIO GEOLOGICAL SURVEY REPORTS
Maynard, J.E., 1929: Map No. 38C, OBA Area, District of Algoma, Ontario. Ontario Department of Mines, Annual Report 1929.
Carlson, H.D., 1965: Ontario Department of Mines Preliminary Geological Map P. 270, Fire River sheet, District of Algoma, Geological Compilation Series, scale 1 inch to 2 miles.
Thurston, P.C., Siragusa, G.M., Sage, R.P., 1977: Geology of the Chapleau area, Districts of Algoma, Sudbury, and Cochrane. Ontario Division of Mines, Geoscience Report 157.
Ontario Geological Survey, 1986: Airborne Electromagnetic and Total Intensity Magnetic Survey, Oba-Kapuskasing Region, Derry-Minnipuka Townships Area, District of Algoma; by Aerodat Ltd for Ontario Geological Survey, Geophysical/geochemical Series Map 80833. Scale 1:20,000 survey compilation February and March 1986.
Ontario Geological Survey, 1986: Airborne electromagnetic and total intensity magnetic survey, Oba-Kapuskasing region, Derry-Minnipuka townships area, District of Algoma: by Aerodat Ltd for Ontario Geological Survey, geophysical/geochemical series Map 80834. Scale 1:20 000. Survey and Compilation. February and March 1986.
Ontario Geological Survey, 1991: Bedrock geology of Ontario, east-central sheet; Ontario Geological Survey, Map 2543, scale 1:1,000,000.
Ontario Geological Survey, 2015: Airborne magnetic and electromagnetic surveys, residual magnetic field contours with electromagnetic anomalies and Keating coefficients, Kabinakagami Lake area; Ontario Geological Survey, Map 82 740, scale 1:20 000.
Ontario Geological Survey 2015: Airborne magnetic and electromagnetic surveys, colour-filled contours of the residual magnetic field and electromagnetic anomalies, Kabinakagami Lake area, Ontario Geological Survey, Map 82 755, scale 1:50 000.
Ontario Geological Survey, 2015: Airborne magnetic and electromagnetic surveys, shaded colour image of the second vertical derivative of the residual magnetic field and Keating coefficients, Kabinakagami Lake area; Ontario Geological Survey, Map 82 759, scale 1:50 000.
Wilson, A.C., 1993: Geology of the Kabinakagami Lake Greenstone Belt; Ontario Geological Survey, Open File Report 5787, 80 p.
27.2) ASSESSMENT REPORTS
Mitchell, D., 1957: Log of two drill holes. Mitchell claims. AFRI 42B13NW0206.
Boissoneault, J.R., 1972: Prospect inspection, Walls Township for Metalhawk Mining Ltd., AFRI 43B13NW0208.
Watts, A., 1980: Report on an aeromagnetic survey, Walls and Minnipuka Townships, Ontario. Amax
Minerals Exploration Ltd. AFRI 42G04SW0207
Walker, J.A., 1984: OBA property, Bremner-Falconbridge grid, Walls Township, Ontario, report on magnetic survey. Falconbridge Ltd., AFRI 42B13NW0204.
Morrison, I.R., 1984: Geochemistry report, Falconbridge and Bremer claims, OBA, Ontario, PN 506 and 507. Falconbridge Ltd., AFRI 42BO4SW0216.
Morrison, I.R., 1985: Assessment report on the geological, geophysical and geochemical surveys performed on the OBA property, NTS 42C16. Falconbridge Ltd., AFRI 42G14SW0215.
Bosowec, D.F., 1985: Report on the geology of the Bremner – Falconbridge grids of the OBA property. Falconbridge Ltd., AFRI 42B13NW0203.
Hodges, G., 1987: Report on the VLF-EM survey on the Walls township property of Maurex Resources Ltd., AFRI 42B13NW0202.
Alquest Exploration Services., 1987: Stripping and geological mapping. Golden Trio Minerals. AFRI 42B13NE0204.
Darke, K.H., 1988: Geological Exploration Report on the Neswabin gold property, Walls Township, Ontario. Porcupine Mining Division, District of Hearst, for Seaview Resources Ltd., AFRI 42B13NE0210.
Campbell, R.A., 1989: Report on the combined airborne magnetic and VLF-electromagnetic survey on the property of Manridge Explorations Ltd., Walls Township, Sault-Ste-Marie Division, Ontario. AFRI 42G04SW210.
Walasek, S., 1989: Report on geophysical work on the Walls East and West properties, Walls Township, northeastern Ontario. Maurex Resources Ltd., AFRI 42B13NE0211.
Tremblay, M.A., 1990: Geophysical report on Walls Township property, District of Cochrane. Maurice Hibbard claims. AFRI 42B13NE0208.
Puritch, E., et al., 2016: Technical Report and Initial Resource Estimate on the McKinnon Gold Project, Hawkins and Walls Townships, Sault Ste-Marie and Porcupine divisions, Ontario, for Pavey Ark Minerals Inc., and dated May 11, 2016. http://www.paveyarkminerals.com
Puritch, E., et al., 2016: Technical Report (Amended and Restated) and Initial Resource Estimate on the McKinnon Gold Project, Hawkins and Walls Townships, Sault Ste-Marie and Porcupine Divisions, Ontario, for Sunvest Minerals Corp., dated November 2, 2016. http://www.sunvestminerals.com
Henriksen, N.G., 2017: Report on the 2019 Prospecting, Mapping, and Sampling on the Pichogen Property of Gordon N. Henriksen, in Walls Township, Oba Area, Ontario. NTS 42C16 and 42B13, July 17, 2019. Assessment file 20000015758.
Henriksen, N.G., 2019: Report on the 2019 Prospecting, Mapping, and Sampling on the Pichogen Property of Gordon N. Henriksen, in Walls Township, Oba Area, Ontario. NTS 42C16 and 42B13, July 17, 2019. Assessment file 20000017283.
27.3) GEOSCIENTIFIC PAPERS
Card, K.D., Ciesielski, A., 1986: Subdivisions of the Superior Province of the Canadian Shield; Geoscience Canada, Volume 13, No. 1, p 5-13.
Colvine, A.C., et al., 1988: Archean Lode Gold Deposits in Ontario; Ontario Geological Survey, Miscellaneous Paper 139, 136 p.
Dubé, B., Gosselin, P., 2007: Greenstone-Hosted Quartz-Carbonate Vein Deposit, in Goodfellow, W.D., ed., Mineral Deposits of Canada: A Synthesis of Major Deposit-types, District Metallogeny, the Evolution of Geological Provinces, and Exploration Methods: Geological Association of Canada, Mineral Deposits Division, Special Publication No. 5, p. 49-73.
Percival, J.A., 2007: Geology and metallogeny of the Superior Province, Canada, in Goodfellow, W.D., ed., Mineral Deposits of Canada: A Synthesis of Major Deposit-types, District Metallogeny, the Evolution of Geological Provinces, and Exploration Methods: Geological Association of Canada, Mineral Deposits Division, Special Publication No 5, p 903-928.
The estimated administration costs for the Corporation to achieve its stated business objectives over the next 12-month period following completion of listing on the CSE is listed below. As of the date of this Prospectus, the Corporation has approximately \$296,746 in cash.
The primary business objectives and milestones that the Corporation hopes to achieve through use of these funds include completing Phase 1 of the proposed exploration program as set out in the Technical Report, meeting the obligations under the Option Agreement, operating expenses and fulfilling cost requirements relating to the Corporation's application to list the Common Shares on the CSE. See Business Milestones and Obligations. Specifically, the anticipated uses of the Corporation's estimated available funds available over the next 12 months, as well as the anticipated timelines for achieving certain business objectives in respect of such activities (where applicable), are set out in the table below:
| Use of Funds | Estimated Cost for Twelve Month Period |
|---|---|
| Option Agreement Obligations and Phase 1 Exploration as outlined in the Technical Report |
\$136,000(1) |
| Prospectus and CSE Listing Costs | \$15,000(2) |
| Operating Expenses for 12 Months | \$108,000(3)(5) |
| Unallocated Working Capital | \$32,746(4) |
| Total | \$291,746 |
Notes
- (1) The Corporation expects to have expended \$126,000 of the budgeted expendituresby Spring/Summer 2021. The estimated cost includes the Corporation's obligation of a \$10,000 payment upon the first anniversary pursuant to the Option Agreement obligation. See Business Milestones and Objectives.
- (2) Expected to be completed by December 2020 (Total budget \$30,000 of which \$15,000 remains outstanding.)
- (3) Estimated operating expenses for the next 12 months include the following: salaries (as described in Note 5 below) (\$32,000), transfer agent fees (\$3,000), SEDAR filing fees (\$2,000), exchange fees (\$12,000) and travel and related expenses (\$13,000), audit fees (10,000), Partum Advisory Services Corp.'s corporate services including general corporate administration, bookkeeping and accounting(\$36,000).
- (4) This amount will be used in part for additional exploration expenditures as necessary, and general working capital.
- (5) Salaries are expected to be: (a) Ron Miles, Director & CEO is expected to be compensated \$14,000 for his services annually as CEO of the Corporation; (b) Barry Bergstrom, CFO is expected to be compensated \$6,000 for his services annually as Chief Financial Officer of the Corporation; and
(c) Richard Paolone, Director, is expected to be compensated \$12,000 for his services annually post Listing as General Counsel for the Corporation. The Corporation is not under any contract or obligation with Ron Miles CEO Director, Barry Bergstrom, CFO, or Richard Paolone, Director & General Counsel.
Insufficient Proceeds
The working capital as displayed in the chart above may not be sufficient to accomplish the Corporation's proposed objectives and there is no assurance that alternative debt or equity financing will be available. If unforeseen events take place, there is no assurance that alternative financing will be available or, if available, may be obtained by the Corporation on commercially reasonable terms.
The Corporation intends to spend the funds available to it as stated in this Prospectus. However, there may be circumstances where, for sound business reasons, a reallocation of the funds may be necessary. The amounts set forth above may increase if the Corporation is required to carry out
due diligence investigations with regard to any prospective investment or business opportunity or if the costs of the Prospectus or listing the Common Shares of the Corporation on the CSE are greater than anticipated.
Given that the Corporation is still in the exploration phase and has not earned any revenue since its inception, while the Corporation intends to spend its current working capital, as the case may be,as stated above, there may be circumstances where, for sound business reasons, a reallocation of funds may be necessary or advisable. The actual amount that the Corporation spends in connection with each of the intended uses of proceeds may vary significantly from the amount specified above, and will depend on many factors, including, but not limited to, those listed under the heading. See "Risk Factors".
In the future, the Corporation may pursue private placement debt or equity financing based upon its working capital needs from time to time, including without limitation, to fund future exploration of the Corporation's mineral property. However, there can be no assurance that such financing will be available or completed on terms that are favourable to the Corporation. The Corporation has historically generated negative cash flows and there is no assurance that the Corporation will not experience negative cash flow from operations in the future. See "RiskFactors".
Business Objectives and Milestones:
The primary business objective of the Corporation is to explore for gold and to further develop the resource potential on the Pichogen Property. Assuming that the results from the Phase 1 exploration program are encouraging, the Corporation intends to commence a Phase II exploration program (see "43-101 Technical Report").
The Corporation expects to accomplish the following objectives or milestones using the Corporation's current working capital.
| Event | Time Frame |
|---|---|
| Complete Phase I exploration program as described in the Technical Report (1)(2) |
Spring/Summer 2021 |
Note:
(1) The Proposed Phase 1 Exploration will consist of completing Phase 1: Geological Survey, Prospecting, stripping and Assaying as described on page 55 of the Technical Report in Table 8: Budget. The expected proposed work of \$126,000 on the Property is expected to consist of: (1) Program preparation (\$4,000); (2) Permitting (\$3,500); Geological Survey (\$45,000); (4) Prospecting (\$45,000); and (5) Assays (\$15,000) and the applicable HST/GST fees on each item of approximately \$13,500. (2) See "43-101 Technical Report".
DIVIDENDS OR DISTRIBUTIONS
The Corporation has never declared or paid cash dividends or distributions on its Common Shares. The Corporation currently intends to retain any future earnings to fund the development and growth of its business and will pay dividends and/or distributions, if any, in thefuture as the Board sees fit.
MANAGEMENT'S DISCUSSION AND ANALYSIS
Please see the MD&A of the Corporation for interim financial period for the nine month period ended June 30, 2020 in Schedule "B" and the MD&A for the latest financial year ended on September 30, 2019 in Schedule "D".
DESCRIPTION OF THE SECURITIES
The Corporation's authorized capital stock consists of an unlimited number of Common Shares of which 14,250,000 Common Shares are issued and outstanding as of the date of this Prospectus.
Common Shares
All Common Shares of the Corporation rank equally as to dividends, voting powers and participation in assets. All holders of Common Shares are entitled to receive notice of any meetings of shareholders of the Corporation, and to attend and to cast one vote per Common Share at all such meetings. Holders of Common Shares do not have cumulative voting rights with respect to the election of directors and, accordingly, holders of a majority of the Common Shares entitled to vote in any election of directors may elect all directors standing for election. Holders of Common Shares are entitled to receive on a pro rata basis such dividends, if any, as and when declared by the Corporation's board of directors at its discretion from funds legally available therefor, and upon the liquidation, dissolution or winding up of the Corporation are entitled to receive on a pro rata basis the net assets of the Corporation after payment of debts and other liabilities, in each case subject to the rights, privileges, restrictions and conditions attaching to any other series or class of shares ranking senior in priority to or on a pro rata basis with the holders of Common Shares with respect to dividends or liquidation. The Common Shares do not carry any pre-emptive, subscription, redemption or conversion rights, nor do they contain any sinking or purchase fund provisions.
Warrants
As at the date of the Prospectus, the Corporation has no warrants issued.
CONSOLIDATED CAPITALIZATION
The following table sets forth the capitalization of the Corporation as at the date of the Prospectus based on the Interim Financial Statements of the Corporation for the period ended June 30, 2020.
| Description | Authorized | Outstanding as at the date of this Prospectus |
|---|---|---|
| Common Shares |
Unlimited | 14,250,000 |
| Warrants | NIL | NIL |
| Options | NIL | NIL |
OPTIONS TO PURCHASE SECURITIES
The Corporation has adopted an incentive stock option plan dated September 4, 2020 (the "Plan"), and the Plan is the Corporation's only equity compensation plan. As of the date of this Prospectus, the Corporation has granted no options to purchase Common Shares or any other security of the Corporation.
The Plan is a stock option plan, under which 10% of the outstanding Common Shares at any given time are available for issuance thereunder. The purpose of this Plan is to attract and retain Consultants, Employees, Officers and Directors and to motivate them to advance the interests of the Corporation by affording them the opportunity to acquire an equity interest in the Company through options granted under this Plan to purchase Common Shares.
The following information is intended to be a brief description and summary of the material features of the Plan.
- (a) The exercise price of options granted under this Plan shall not be less than the market price of securities.
- (b) the aggregate number of Shares which may be subject to issuance pursuant to options granted under this Plan shall not exceed 10% of the issued and outstanding Common Shares of the Corporation at the time the options are granted. The aggregate number of shares to be delivered upon the exercise of all options granted under this Plan shall not exceed the maximum number of shares permitted under the rule of any stock exchange on which Common Shares are then listed or other regulatory body havingjurisdiction.
- (c) The number of Common Shares reserved for issuance to any one person pursuant to options granted under this Plan shall not exceed 5% of the issued and outstanding Shares at the time of granting of the options.
PRIOR SALES
The following table contains details of the prior sales of Common Shares from inception of the Corporation to the date of this Prospectus:
| Date | Number of Common Shares |
Price | Gross Proceeds |
Reason for Issue |
|---|---|---|---|---|
| October 18, 2016(4) | 3,550,000(4) | 0.005(4) | 17,750(4) | Private |
| October 18, 2019 | 8,700,000 | 0.021 | 182,700 | Placement Private Placement |
| June 12, 2020(2)(3) | 1,000,000(3) | 0.05 | 50,000 | Unit Private Placement |
| July 15, 2020 (3) | 1,000,000(3) | 0.10 | 100,000 | Warrant Exercise |
| Total | 14,250,000(1)(4) |
Notes: (1) Based on the number of issued and outstanding Common Shares prior to the exercise of the Warrants pursuant to the unit offering on June 12, 2020 private placement. The total amount of issued and outstanding shares as at the date of this Prospectus is 14,250,000. Please see "Consolidated Capital" and "Description of Securities" above.
(2)Pursuant to a unit offering of one common share and one full warrant exercisable at a price of 0.10 perwarrant.
(3) All warrants issued pursuant to the June 12, 2020 offering have been exercised on July 15, 2020 by all subscribers from the June 12, 2020 Unit Offering at a deemed value of 0.10 per commonshare.
(4) To adhere to listing requirement Policy 2 section 2.4 of the Canadian Securities Exchange, on October 29, 2020, the Corporation purchased 950,000 Common Shares issued previously on October 18, 2016 from certain subscribers at a deemed price of 0.005c for \$4,750. The Corporation subsequently cancelled the 950,000 Common Shares to meet the Policyrules.
TRADING PRICE AND VOLUME
As of the date of this Prospectus, the Corporation does not have any of its securities listed or quoted in Canada, has not applied to list or quote any of its securities, and does not intend to apply or list or quote any of its securities, on the Toronto Stock Exchange, Aequitas NEO Exchange Inc., a U.S,
marketplace, or a marketplace outside of Canada and the United States of America.
The Common Shares are not traded or quoted on a market place and there is currently no public market for the Common Shares. See "Risk Factors".
ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTRICTIONS ON TRANSFER
The policies and notices of the CSE require that securities held by certain shareholders of the Corporation are required to be held in escrow in accordance with the escrow requirements set out in CSE Policy 2 – Qualification for Listing.
Under the applicable policies and notices of the Canadian Securities Administrators securities held by Principals (as defined below) are required to be held in escrow in accordance with the national escrow regime applicable to initial public distributions. Equity securities, including Common Shares, owned or controlled by the Principals of the Corporation are subject to the escrow requirements.
Principals include all persons or companies that, on the completion of the listing on the CSE, fall into one of the following categories:
- a. directors and senior officers of the Corporation, as listed in thisProspectus;
- b. promoters of the Corporation during the two years preceding the listing on the CSE;
- c. those who own and/or control more than 10% of the Corporation's voting securities immediately after completion of the listing on the CSE if they also have appointed or have the right to appoint a director or senior officer of the Corporation or of a material operating subsidiary of the Corporation;
- d. those who own and/or control more than 20% of the Corporation's voting securities immediately after completion of the listing on the CSE; and
- e. associates and affiliates of any of the above.
The Principals of the Corporation include all of the directors and senior officers of the Corporation.
The Corporation has entered into an agreement (the "Escrow Agreement") with the Escrow Agent and the Principals of the Corporation, pursuant to which the Principals would agree to deposit in escrow their Common Shares (the "Escrowed Securities") with the Escrow Agent. The Escrow Agreement has been prepared in accordance with Form 46-201F1 Escrow Agreement, and asthe Corporation is an "emerging issuer", it provides that 10% of the Escrowed Securities will be released from escrow upon the date of the Corporation listing its Common Shares on the CSE, with an additional 15% to be released upon each six month interval thereafter, over a period of 36 months.
Pursuant to the terms of the Escrow Agreement, the Escrowed Securities may not be transferred or otherwise dealt with during the term of the Escrow Agreement unless the transfers or dealings within the escrow are:
- a. transfers to continuing or, upon their appointment, incoming directors and senior officers of the Corporation or of a material operating subsidiary, with approval of the Board;
- b. transfers to an RRSP or similar trustee plan provided that the only beneficiaries are the transferor or the transferor's spouse or children
or parents;
- c. transfers upon bankruptcy to the trustee inbankruptcy;
- d. pledges to a financial institution as collateral for a loan, provided that upon a realization the securities remain subject to escrow;and
- e. tenders of Escrowed Securities to a take-over bid are permitted provided that, if the tenderer is a Principal of the successor Corporation upon completion of the take-over bid, securities received in exchange for tendered Escrowed Securities are substituted in escrow on the basis of the successor Corporation's escrow classification.
The following table sets forth details of the Escrowed Securities that are subject to the Escrow Agreement. The numbers and percentages set out in the table below are current as of the date of this Prospectus:
| Name and municipality of residence of security holder |
Designation of class |
Number of securities held in escrow or that are subject to a contractual restriction on transfer |
Percentage of class(1) |
|---|---|---|---|
| Ronald Miles | Common Shares | 500,000 | 0.035% |
| Total | 500,000 |
Notes
(1) Percentage is based on 14,250,000 issued and outstanding Common Shares as of the date ofthis Prospectus.
PRINCIPAL HOLDERS OF SECURITIES
There are no individuals or persons as at the date of this Prospectus, who own of record or, to the knowledge of the directors and officers of the Corporation, directly or indirectly beneficially own or exercise control or direction over, more than 10% of any class of securities of the Corporation as of the date hereof.
DIRECTORS AND OFFICERS
The following table sets forth the name and municipality of residence of each director and executive officer of the Corporation, as well as such individual's age, position with the Corporation, principal occupation within the five preceding years and period of service as a director (if applicable). Each of the directors of the Corporation will hold office until the close of the next annual meeting of shareholders and until such director's successor is elected and qualified, or until the director's earlier death, resignation or removal.
| Name, Province or State, Country of Residence |
Age | Position(s) with Corporation |
Principal Occupation for FivePreceding Years |
Director/ Officer of the Corporation Since |
Number of Common Shares Held (%)(1) |
|---|---|---|---|---|---|
| -------------------------------------------------------- | ----- | ------------------------------------ | ------------------------------------------------------- | ----------------------------------------------------- | ---------------------------------------------- |
| Ronald Miles(1)(2) Vancouver, BC Canada |
69 | Director, Chief Executive Officer and Corporate Secretary |
Business Professional, Engineer and Management Consultant |
October 18, 2016 as President October 15, 2019 to current as Director and CEO October 15/19 to August 1/20 CFO Corporate Secretary from August 14/20 to Present |
500,000 (0.035%) |
|---|---|---|---|---|---|
| Joel Scodnick(1)(2) Sudbury, Ontario, Canada |
62 | Director | Geologist, P. Geo | Director July 15, 2020 to current |
NIL (0.00%) |
| Richard Paolone (1)(2) Toronto, Ontario, Canada |
30 | Director | Securities Lawyer | Director from February 9, 2019 to October 15, 2019. CEO, CFO from October 17, 2017 and October 15, 2019 Reappointed as Director as of September 4, 2020 |
NIL (0.00%) |
| Barry Bergstrom, Halifax, Nova Scotia Canada |
75 | Chief Financial Officer |
Retired CPA, CMA | August 1, 2020 |
NIL (0.00%) |
Notes:
- (1) Based on 14,250,000 Common Shares issued and outstanding as at the date hereof, and beneficially owned, controlled or directed, directly or indirectly by such directors and officers.
- (2) Member of the Audit Committee.
The directors and executive officers of the Corporation, as a group, beneficially own, directly or indirectly, or exercise control or direction over 500,000 Common Shares, representing 0.035% of all issued and outstanding Common Shares as of the date of this Prospectus. It is expected that some of the officers and directors, or their respective associates and/or affiliates, will acquire Common Shares post Listing.
Management of the Corporation
The following are descriptions of the background of the directors and officers of the Corporation, including a description of each individual's principal occupation(s) within the past five years. None of the Corporation's directors or officers are employees of the Corporation, and none of the Corporation's directors or officers have entered into non-competition or non-disclosure agreements with the Corporation.
Joel Scodnick, P.Geo. 62, Director, is an independent geological consultant and runs all activities through his wholly owned consulting company Servicios de Mineria CanaMex S.A. de C.V. which is based in Culiacan, Mexico. He is also President of Sierra Geological Consultants Inc. which is a Canadian consulting company. He is fluent in English, Spanish, Portuguese, & French. He has supervised exploration and development activities for Auxico Resources in Mexico from 2012 to present and has spent the last year consulting for various companies in Durango and Sinaloa. Mr. Scodnick acts as QP for Evolution Global Frontier Ventures Corp., for Auxico Resources and Vice President of Exploration for St. Georges Eco Mining Corp. He has 42 years of international experience in mineral exploration, mining development, plant design, and financing, primarily inthe precious metals, base metals, rare earths, transitional metals, and industrial mineral sectors. His breadth of involvement ranges from acting as project manager of exploration over numerous field seasons to underground experience at the Lamaque Gold Mine in Val d'Or, Quebec, and the startup of the Velardena Silver-Gold Mine in Velardena, Mexico where Mr. Scodnick took the Velardena project from acquisition, exploration, and right through to production in 1993. Velardena is held by Golden Minerals. According to Golden Minerals' website Velardena has a resource of 72M oz of silver equivalent in the Measured, Indicated, and Inferred categories. From 2010 to 2013 Mr. Scodnick was exploring and evaluating projects in Nevada, Mexico, and Africa. In 2013 and 2014 Mr. Scodnick supervised and carried out prospecting and exploration, and evaluation of several historic silver mines in Sinaloa State, Mexico for Auxico Resources. From 2012 to present, Mr. Scodnick has been supervising projects mostly in Colombia, Mexico, and Peru, and currently has operations in Mexico. Mr. Scodnick expects to commit the time necessary to perform any work required in connection with his duties as a direct and QP of the Corporation and expects this to be approximately 30% to 45% of his time.
Ronald Miles, 69, CEO, President and Director, is a self-employed business professional and engineer, who has been engaged in various private investment activities since 1996. He has been a founder, Director and/or officer of numerous reporting issuers and/or public traded companies. Mr. Miles obtained a Diploma of Technology from the British Columbia Institute of Technology (1973) and a Bachelor of Science in Engineering from Michigan Technological University (1977) and has obtained the Canadian Security Course Certificate. Mr. Miles will devote the time necessary to perform the work required in connection with the management of the Corporation which he expects to be approximately 80% of his time to the company in developing the mining property. There is currently no management contract with him in place.
Richard Paolone, 30, Director, is a practicing securities lawyer focused on mining, agriculture and cannabis. Mr. Paolone is the principal lawyer of Paolone Law Professional Corporation. In his private practice, he has developed experience with respect to public companies, capital markets,
mergers and acquisitions and other facets fundamental to the natural resources sector. Prior to receiving his J.D from Bond University in Australia, Mr. Paolone completed a B.A from Mount Royal University in Calgary, Alberta. Mr. Paolone is currently a Director of Red Pine Petroleum Ltd, an oil and gas issuer previously listed on the TSXV. Mr. Paolone currently serves as Director and CEO of several other private and reporting companies. Mr. Paolone will devote the time necessary to perform the work required by him as both legal counsel and Director of the Corporation. It is expected that he will dedicate 15% of his time to theCorporation.
Barry Bergstrom, 75, CFO, is a retired Chartered Professional Accountant and Certified Management Accountant and former senior executive with 40 years of experience across the mining, oil and gas, and natural resource sectors. During his career, he has acted in various senior roles for both private and large publicly held companies at the CEO, CFO and COO levels, in addition to heading up the investor relations and corporate development functions. During his career, Mr. Bergstrom has been instrumental in obtaining financing for the organizations that he worked with, in addition to navigating the complexities of undertaking initial public offerings. Mr. Bergstrom has significant experience with financial reporting and planning for public corporations and the complexities associated with regulatory requirements. In past, Mr. Bergstrom has been involved with successful negotiations with government authorities with respect to licensing and permitting surrounding extractive and natural resource-based businesses. Mr. Bergstrom is a retired professional accountant having received his certification in Canada in the 1970's. Mr. Bergstrom is expected to commit the time necessary to perform the work required in connection with the management of the Corporation and expect this to be approximately 20% to 33% of his time at this point in time.
Cease Trade Orders, Bankruptcies, Penalties or Sanctions
Except as described below, no individual, as at the date of this Prospectus, or has been, within 10 years before the date of this Prospectus, a director, chief executive officer or chief financial officer of any company (including the Corporation) that:
was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securitieslegislation, that was in effect for a period of more than 30 consecutive days that was issued while such proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or
was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued after such proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while such proposed director was acting in the capacity as director, chief executive officer or chief financial officer.
Except described below, No individual or any personal holding company of any such individual), is, as of the date of this Prospectus, or has been within ten (10) years before the date of this Prospectus, a director or executive officer of any company (including the Corporation) that, while such individual was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to holdits assets.
Except described below, no individual (or any personal holding company of any such individual), has, within the ten (10) years before the date of this Prospectus, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of such individual.
No individual, except described below, (or any personal holding company of any such individual), has been subject to:
(a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.
Details of Sanction
Mr. Scodnick was subject to a default judgement order dated on February 13th 2015 by order of the Superior Court of Justice in Ontario against Mr. Scodnick relating to a personal guarantee provided to RBC in regards to a defaulted loan. The court file number is 14-62720. As of April 15, 2019, all obligations relating to any writs and orders against Mr. Scodnick have been satisfied andlifted.
Details of Cease Trade Orders
Mr. Miles served as director of Miramare Capital Inc. ("Miramare") which on Feburary 10, 2009 which was subject to a cease trade order dated Feburary 10, 2009 issued by the Bristish Columbia securities Commission due to failing to file its annual audited financial statements for the period ended September 30, 2008 and its management's discussion and analysis relating thereto before the prescribed deadline as required under Part 5 of National Instrument 51- 102.The cease trade order is still in effect. Mr. Miles joined the Board of Miramare in May 2010, approximately one year after the order was made effective. Mr. Miles has since resigned on June 21, 2020 and no longer serves as a director of Miramare.
Mr. Paolone acts as director of 1143990, BC Ltd. ("990") which was subject to a cease trade order dated April 8, 2020 issued by the British Columbia Securities Commission due to 990 failing to file its annual audited financial statements for the period ended November 30, 2019 and its management's discussion and analysis relating thereto before the prescribed deadline as required under Part 5 of National Instrument 51-102. The cease trade order is still in effect. Mr. Paolone still serves as director of 990.
Mr. Paolone acts as director and CEO of Rotonda Ventures Corp ("Rotonda") which was subject to a cease trade order dated September 3, 2020 issued by the British Columbia Securities Commission due to Rotonda failing to file its annual audited financial statements for the period ended April 30, 2020 and its management's discussion and analysis relating thereto before the prescribed deadline as required under Part 5 of National Instrument 51-102. The cease trade order is still in effect. Mr. Paolone still serves as director and CEO of Rotonda.
Conflicts of Interest
There are potential conflicts of interest to which the directors, officers, Insiders and promoter of the Corporation will be subject in connection with the operations of the Corporation. Some of the directors, officers, Insiders and promoter are engaged in and will continue to be engaged in
corporations or businesses which may be in competition with the business of the Corporation. Accordingly, situations may arise where the directors, officers, Insiders and promoter will be in direct competition with the Corporation. The directors and officers of the Corporation are required by law to act in the best interests of the Corporation. They have the same obligations to the other companies in respect of which they act as directors and officers. Discharge by the directors and officers of their obligations to the Corporation may result in a breach of their obligations to the other companies, and in certain circumstances this could expose the Corporation to liability to those companies. Similarly, discharge by the directors and officers of their obligations to the other companies could result in a breach of their obligation to act in the best interests of the Corporation. Such conflicting legal obligations may expose the Corporation to liability to others and impair its ability to achieve its business objectives. None of the directors or officers of the Corporation have entered into non-competition or non-disclosure agreements with the Corporation. Conflicts, if any, will be subject to the procedures and remedies as provided under the BCBCA, the CSE, and applicable securities laws, regulations and policies.
Management
| Name of Officer |
Name of Reporting Issuer |
Exchange | Position | From | To |
|---|---|---|---|---|---|
| Ron Miles | EVI Global Group Development Corp. |
CSE | Director | Feb 14/11 | July 19/19 |
| PolarityMinerals Corp. |
CSE | Director | Feb 14/11 |
Feb 1/19 |
|
| Quri-Mayu Development Ltd. |
CSE | Director | Feb 14/11 |
Feb 1/19 |
|
| Evolution Global Financial Corp. |
CSE | Director | Feb 14/11 |
April 20/20 | |
| EVI Ventures Corp | CSE | Director | Feb 14/11 | May 2/19 | |
| Canland Health Corp. |
CSE | Director | Feb 14/11 |
Sept 19, 2019 |
Set forth below is a description of the background of the officers of the Corporation, including a description of each individual's involvement in reporting issuers in the past five (5) years:
EXECUTIVE COMPENSATION
Based on the requirements of Form 51-102F6V Statement of Executive Compensation – Venture Issuers ("Form 51-102V6") all direct and indirect compensation provided to certain executive officers, and directors for, or in connection with, services they have provided to the Corporation or a subsidiary of the Corporation must be disclosed. The Corporation is required to disclose annual and long-term compensation for services in all capacities to the Corporation and its subsidiaries for the two most recently completed financial years in respect of the Chief Executive Officer, the Chief Financial Officer and the most highly compensated executive officers of the Corporation whose
individual total compensation for the most recently completed financial year exceeds \$150,000, and any individual who would have satisfied these criteria but for the fact that the individual was not serving as an officer at the end of the most recently completed financial year (the "Named Executive Officers" or "NEOs").
The compensation provided to directors and NEOs is disclosed in accordance with Form 51- 102F6V in the tables below as follows:
- (1) Table of compensation excluding compensation securities; and
- (2) Stock options and other compensation securities.
Director and Named Executive Officer Compensation, Excluding Compensation Securities
The following table on the next page states the names of each NEO and director and his annual compensation, consisting of salary, consulting fees, bonuses and other annual compensation excluding compensation securities, for each of the Corporation's three most recently completed financial years.
| Table of compensation excluding compensation securities |
|||||||
|---|---|---|---|---|---|---|---|
| Name and position |
Year | Salary, consulting fee, retainer or commissi on (\$) |
Bonus (\$) |
Commi tte e or meetin g fees (\$) |
Value of perquisit es (\$) |
Value of other compen sation (\$) |
Total compensati on (\$) |
| Ron Miles | 2019 | NIL | N/A | N/A | N/A | N/A | NIL |
| Director, President and |
2018 | NIL | N/A | N/A | N/A | N/A | NIL |
| Chief Financial Officer & |
2017 | NIL | NIL | NIL | NIL | NIL | NIL |
| Corporate Secretary(5) |
|||||||
| Barry Bergstrom CFO (4) |
2019 | NIL | N/A | N/A | N/A | N/A | NIL |
| Joel Scodnick, |
2019 | N/A | N/A | N/A | N/A | N/A | N/A |
| Director | 2018 | N/A | N/A | N/A | N/A | N/A | N/A |
| 2017 | N/A | N/A | N/A | N/A | N/A | N/A | |
| Derrick Gaon, | 2019 | NIL | NIL | NIL | NIL | NIL | NIL |
| Former Corporate |
2018 | NIL | NIL | NIL | NIL | NIL | NIL |
| Secretary(3) | 2017 | N/A | N/A | N/A | N/A | N/A | N/A |
| Richard Paolone | 2019 | NIL | NIL | NIL | NIL | NIL | NIL |
| 2018 | NIL | NIL | NIL | NIL | NIL | NIL |
| Director(1) | |||||||
|---|---|---|---|---|---|---|---|
| 2017 | NIL | NIL | NIL | NIL | NIL | NIL | |
| Brendan Purdy | 2019 | NIL | NIL | NIL | NIL | NIL | NIL |
| Former Director(2) | 2018 | NIL | NIL | NIL | NIL | NIL | NIL |
| 2017 | NIL | NIL | NIL | NIL | NIL | NIL | |
| Rukie Liyanage | 2019 | NIL | NIL | NIL | NIL | NIL | NIL |
| (6) | 2018 | NIL | NIL | NIL | NIL | NIL | NIL |
| 2017 | NIL | NIL | NIL | NIL | NIL | NIL |
Notes
- (1) Mr. Paolone was appointed as Chief Executive Officer, Chief Financial Officerand Director on October 15, 2017 and resigned from each of these positions on October 15, 2019. Mr. Paolone was appointed Director on February 9th 2019 and resigned on October 15, 2019. Mr. Paolone was reappointed as Director on September 4, 2020.
- (2) Mr. Purdy was appointed as Director on October 15, 2017 and resigned on September 4,2020.
- (3) Mr. Gaon was appointed as Corporate Secretary on October 18, 2016 and resigned on August 14,2020.
- (4) Mr. Bergstrom was appointed as CFO on August 1st, 2020.
- (5) Mr. Ron Miles was appointed as President on October 18th 2016 and CEO and CFO onOctober 15, 2019. Mr. Miles was appointed Corporate Secretary following Mr. Gaon's resignation on August 14th 2020. Mr. Miles resigned as CFO on August 1st,2020.
- (6) Rukie Liyanage was appointed Director upon inception of the Corporation on October 13, 2016 and resigned on February 9th 2019.
Stock Options and Other Compensation Securities
The Stock Option Plan is the Corporation's only equity compensation plan. As of the date of this Prospectus, the Corporation has never issued any options under the Stock Option Plan, nor does any person options outstanding to purchase Common Shares. The following table is a summary setting out the options which have been granted to directors, officers, employees, consultants or others as at the date of this Prospectus. No compensation securities have been awarded or exercised by any directors or NEOs since the Corporation's inception.
| Compensation Securities | |||||||
|---|---|---|---|---|---|---|---|
| Name and position | Type of compen sation security |
Number of compensation securities, number of underlying securities, and percentage of class(1) |
Date of issue or grant |
Issue conver - sion or exercis e price (\$) |
Closing price of security or underlyin g security on date of grant (\$) |
Closing price of security or underlyin g security at year end (\$) |
Expiry date |
| Ron Miles Director, President and Chief Executive Officer |
N/A | Nil | N/A | N/A | N/A | N/A | N/A |
| Richard Paolone, Director (2) |
N/A | Nil | N/A | N/A | N/A | N/A | N/A |
|---|---|---|---|---|---|---|---|
| Joel Scodnick, Director |
N/A | Nil | N/A | N/A | N/A | N/A | N/A |
| Barry Bergstrom, Chief Financial Officer |
N/A | Nil | N/A | N/A | N/A | N/A | N/A |
| Derrick Gaon Former Corporate Secretary(5) |
N/A | Nil | N/A | N/A | N/A | N/A | N/A |
| Brendan Purdy Former Director(3) |
N/A | NIL | N/A | N/A | N/A | N/A | N/A |
| Rukie Liyanage | N/A | NIL | N/A | N/A | N/A | N/A | N/A |
Notes
(1) Percentage of class calculation is based on 14,250,000 fully dilutedoutstanding Common Shares as of the date of this Prospectus.
- (2) Mr. Paolone was appointed as Chief Executive Officer and Chief FinancialOfficer on October 15, 2017 and resigned from each of these positions on October 15, 2019. Mr. Paolone was appointed Director on February 9th 2019 and resigned on October 15, 2019. Mr. Paolone was reappointed as Director on September 4, 2020.
- (3) Mr. Purdy was appointed as Director on October 15, 2017 and resigned on September 4,2020.
- (4) Mr. Gaon was appointed as Corporate Secretary on October 18, 2016 and resigned on August 14,2020.
- (5) Mr. Ron Miles was appointed as President on October 18th 2016 and CEO and CFO onOctober 15, 2019. Mr. Miles was appointed Corporate Secretary following Mr. Gaon's resignation on August 14th 2020. Mr. Miles resigned as CFO on August 1st, 2020.
- (6) Rukie Liyanage was appointed Director upon inception of the Corporation on October 13, 2016 and resigned on February 9th 2019.
Employment, Consulting and Management Agreements
Management of the Corporation is performed by the directors and officers of the Corporation and not by any other person. There are no plans in place with respect to compensation of the Named Executive Officers in the event of a termination of employment without cause or upon the occurrence of a change of control.
As of the date of the Prospectus, the Corporation has engaged Partum Advisory Services Corp. as an independent contractor for general corporate administration and bookkeeping and accounting services for the Corporation as an independent contractor for \$3,000 permonth.
Given the Corporation's size and stage of operations, it has not appointed a compensation committee or formalized any guidelines with respect to compensation at this time. The amounts paid to the Named Executive Officers are determined by the independent Board members. The Board determines the appropriate level of compensation reflecting the need to provide incentives and compensation for the time and effort expended by the Corporation's executives, while taking into account the financial and other resources of the Corporation.
Oversight and Description of Director and Named Executive Officer Compensation
Given the Corporation's size and stage of operations, it has not appointed a compensation committee or formalized any guidelines with respect to compensation at this time. The amounts paid to the Named Executive Officers are determined by the independent Board members. The Board determines the appropriate level of compensation reflecting the need to provide incentives and compensation for the time and effort expended by the Corporation's executives, while taking into account the financial and other resources of the Corporation.
Pension Plan Benefits
As of the date of this Prospectus, the Corporation does not maintain any defined benefit plans, defined contribution plans or deferred compensation plans.
Statement of Executive Compensation
As at the date of this Prospectus, the only compensation that has been determined by the
Corporation to be paid in the year 2020 will be \$6,000 payable to the Chief Executive Officer, Ronald Miles.
For the year 2021, the compensation for management and director salaries are expected to be (a) Ron Miles, \$14,000 for his services as Chief Executive Officer and Director (b) Barry Bergstrom, CFO, is expected to be compensated \$6,000 for his services as CFO (c) Richard Paolone, Director, is expected to be compensated \$12,000 for his services annually post listing as general counsel for the Corporation. The Corporation is not under any contract or obligation with Ron Miles, CEO & Director, Barry Bergstrom, CFO, or Richard Paolone, Director & legal counsel.
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS
Except as listed below, no executive officer, director, or employee of the Corporation, nor any proposed nominee for election as a director of the Corporation or any associate of any such individual, at any time and as at the date of this Prospectus, is or was indebted to the Corporation in connection with the purchase of securities or otherwise, nor is any such individual indebted to another entity with such debt being the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation.
In June 30, 2020 the Corporation entered into an 18 month term loan agreement for \$100,000 with Derrick Gaon, former Corporate Secretary of the Corporation with an interest rate provision of 10% per annum.
AUDIT COMMITTEE The Audit Committee's Charter
The directors of the Corporation have adopted a Charter for the Audit Committee, which sets out the Committee's mandate, organization, powers and responsibilities.
The Audit Committee's Charter
The full text of the Audit Committee Charter is attached hereto as Schedule "G".
Composition of the Audit Committee
The members of the Audit Committee are Ronald Miles, Joel Scodnick and Richard Paolone are independent (as defined in NI 52-110) and all members are also financially literate (as defined in NI 52-110).
| Name of Member | Independent (1) | Financially Literate (2) |
|---|---|---|
| Richard Paolone | Yes | Yes |
| Ronald Miles | No | Yes |
| Joel Scodnick | Yes | Yes |
Notes:
- (1) To be considered independent, a member of the Audit Committee must not have any direct or indirect "material relationship" with the Corporation. A "material relationship" is a relationship which could, in the view of the board of directors of the Corporation, be reasonably expected to interfere with the exercise of a member's independentjudgment.
- (2) To be considered financially literate, a member of the Audit Committee must have the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Corporation's financial statements.
Relevant Education and Experience
In addition to each member's general business experience, the education and experience of each Audit Committee member that is relevant to the performance of his responsibilities as an Audit Committee member is as follows:
Joel Scodnick, P.Geo. 62, Director, is an independent geological consultant and runs all activities through his wholly owned consulting company Servicios de Mineria CanaMex S.A. de C.V. which is based in Culiacan, Mexico. He is also President of Sierra Geological Consultants Inc. which is a Canadian consulting company. He is fluent in English, Spanish, Portuguese, & French. He has supervised exploration and development activities for Auxico Resources in Mexico from 2012 to present and has spent the last year consulting for various companies in Durango and Sinaloa. Mr. Scodnick acts as QP for Evolution Global Frontier Ventures Corp., for Auxico Resources and Vice President of Exploration for St. Georges Eco Mining Corp. He has 42 years of international experience in mineral exploration, mining development, plant design, and financing, primarily in the precious metals, base metals, rare earths, transitional metals, and industrial mineral sectors. His breadth of involvement ranges from acting as project manager of exploration over numerous field seasons to underground experience at the Lamaque Gold Mine in Val d'Or, Quebec, and the startup of the Velardena Silver-Gold Mine in Velardena, Mexico where Mr. Scodnick took the Velardena project from acquisition, exploration, and right through to production in 1993. Velardena is held by Golden Minerals. According to Golden Minerals' website Velardena has a resource of 72M oz of silver equivalent in the Measured, Indicated, and Inferred categories. From 2010 to 2013 Mr. Scodnick was exploring and evaluating projects in Nevada, Mexico, and Africa. In 2013 and 2014 Mr. Scodnick supervised and carried out prospecting and exploration, and evaluation of several historic silver mines in Sinaloa State, Mexico for Auxico Resources. From 2012 to present, Mr. Scodnick has been supervising projects mostly in Colombia, Mexico, and Peru, and currently has operations in Mexico.
Ronald Miles, 69, CEO, President and Director, is a self-employed business professional, who has been engaged in various private investment activities since 1996. He has been a founder, Director and/or officer of numerous reporting issuers and/or public traded companies, Mr. Miles obtained a Diploma of Technology from the British Columbia Institute of Technology (1973) and a Bachelor of Science in Engineering from Michigan Technological University (1977) and has obtained the Canadian Security Course Certificate.
Richard Paolone, 30, Director, is a practicing securities lawyer focused on mining, agriculture and cannabis. Mr. Paolone is the principal lawyer of Paolone Law Professional Corporation. In his private practice, he has developed experience with respect to public companies, capital markets, mergers and acquisitions and other facets fundamental to the natural resources sector. Prior to receiving his J.D from Bond University in Australia, Mr. Paolone completed a B.A from Mount Royal University in Calgary, Alberta. Mr. Paolone is currently a Director of Red Pine Petroleum Ltd, an oil and gas issuer previously listed on the TSXV. Mr. Paolone currently serves as Director and CEO of several other private and reporting companies.
In addition to each member's general business experience, each member of the Audit Committee has adequate education and experience that would provide the member with:
- (a) an understanding of the accounting principles used by the Corporation to prepare its financialstatements;
- (b) the ability to assess the general application of those principles in connection with estimates, accruals and reserves;
- (c) experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Corporation's financial statements, or experience actively supervising individuals engaged in such activities; and
- (d) an understanding of internal controls and procedures for financial reporting.
Audit Committee Oversight
As the Corporation is not a reporting issuer, it was not required to, nor did it have, an Audit Committee until the latest 9 month financial period in 2020. Since the Audit Committee was established, there has not been a recommendation of the Audit Committee to nominate or compensate an external auditor where such recommendation has not been adopted by the directors of the Corporation.
External Auditor Service Fees (By Category)
The following table discloses the audit fees billed to the Corporation by its external auditor.
| Interim/FY | Audit | |
|---|---|---|
| E | Fees(1) | |
| Period | ||
| Ending |
| Interim 9 Month period 2020 |
\$4,000 |
|---|---|
| FYE 2019 | \$2,500 |
| FYE 2018 | \$2,500 |
| FYE 2017 | \$2,500 |
Notes:
(1) The aggregate fees billed for professional services rendered by the auditor for the audit ofthe Corporation's Financial Statements.
CORPORATE GOVERNANCE
General
Corporate governance refers to the policies and structure of the Board of a company whose members are elected by and are accountable to the shareholders of the company. Corporate governance encourages establishing a reasonable degree of independence of the Board from executive management and the adoption of policies to ensure the Board recognizes the principles of good management. The Board is committed to sound corporate governance practices, as such practices are both in the interests of shareholders and help to contribute to effective and efficient decision-making.
Effective June 30, 2005, National Instrument 58-101 Disclosure of Corporate Governance Practices ("NI 58-101") and National Policy 58-201 Corporate Governance Guidelines ("NP 58- 201") were adopted in each of the provinces and territories of Canada. NI 58-101 requires issuers to disclose the corporate governance practices that they have adopted. NP 58-201 provides guidance on corporate governance practices. This section sets out the Corporation's approach to corporate governance and describes the measures taken by the Corporation to comply with NI 58- 101.
The following is a description of the Corporation's corporate governance practices.
Board of Directors
NI 58-101 defines an "independent director" as a director who has no direct or indirect "material
relationship" with the issuer. A "material relationship" is as a relationship which could, in the view of the Board, be reasonably expected to interfere with the exercise of a member's independent judgment.
The Board believes that it functions independently of management, and reviews its procedures on an ongoing basis to ensure that it is functioning independently of management. The Board meets without management present, as circumstances require. When conflicts arise, interested parties are precluded from voting on matters in which they may have an interest. In light of the suggestions contained in National Policy 58-201 - Corporate Governance Guidelines, the Board convenes meetings, as deemed necessary, of the independent directors, at which non-independent directors and members of management are not in attendance.
The Board is currently comprised of three (3) directors and Richard Paolone and Joel Scodnick are independent within the meaning of NI 58-101.
Directorships
The following table sets forth the directors of the Corporation who have held directorships with other reporting issuers over the preceding five years:
| Name of Director | Reporting Issuer |
|---|---|
| Ronald Miles | EVI Global Group Development Corp. Polarity Minerals Corp. Quri-Mayu Development Ltd. Evolution Global Financial Corp. Canlan Health Corp. EVI Ventures Corp. |
| Richard Paolone | Red Pine Petroleum Ltd. Canam Biotech Inc. 1143990 BC Ltd. Rotonda Ventures Corp |
| Joel Scodnick | N/A |
Orientation and Continuing Education
When new directors are appointed, they receive an orientation, commensurate with their previous experience, on the Company's properties, business, technology and industry and on the responsibilities of directors.
Board meetings may also include presentations by the Company's management and employees to give the directors additional insight into the Company's business. The Board works closely with management, and, accordingly, the Board is in a position to assess the performance of individual directors on an ongoing basis.
Assessments
The Board works closely with management, and, accordingly, the Board is in a position to assess the performance of individual directors on an ongoing basis.
Nomination of Directors
The Corporation's management is continually in contact with individuals involved in the mineral exploration industry and public-sector resource issuers. From these sources, the Corporation has made numerous contacts and continues to consider nominees for future board positions. The Corporation conducts diligence and reference checks on any suitable candidate. New nominees must have a track record in general business management, special expertise in the area of strategic interest to the Corporation, the ability to devote the time required and willingness to serve. The Board does not currently have a nominating committee.
Ethical Business Conduct
The Board has adopted a written code of business conduct and ethics, affixed to this Prospectus as Schedule "H" to encourage and promote a culture of ethical business conduct amongst the directors, officers, employees and consultants of the Corporation (collectively, the "Employees").
To ensure the directors exercise independent judgment in considering transactions and agreements in which a director or officer has a material interest, all such matters are considered and approved by the independent directors. Any interested director would be required to declare the nature and extent of his interest and would not be entitled to vote at meetings of directors which evoke such a conflict.
The Corporation believes that it has adopted corporate governance procedures and policies which encourage ethical behaviour by the Corporation's directors, officers and employees.
The Board has found that the fiduciary duties placed on individual directors by the Corporation's governing corporate legislation and the common law and the restrictions placed by applicable corporate legislation on an individual directors' participation in decisions of the Board in which the director has an interest have been sufficient to ensure that the Board operates independently of management and in the best interests of the Corporation. Further, the Corporation's auditor has full and unrestricted access to the Audit Committee at all times to discuss the audit of the Corporation's financial statements and any related findings as to the integrity of the financial reporting process.
Other Board Committees
The Board has no standing committees other than the Audit Committee.
Assessment
The Board assesses on an annual basis the performance of the Board as a whole, the committees of the Board, and each of the individual directors in order to satisfy itself that each is functioning effectively.
LISTING APPLICATION
The Corporation has applied to list its Common Shares on the CSE. Listing is subject to the Corporation fulfilling all the listing requirements of the CSE.
As at the date of the Prospectus, the Corporation does not have any of its securities listed and quoted, has not applied to list or quote any of its securities, and does not intend to apply to list or quote any of its securities, on the Toronto Stock Exchange, Aequitas NEO Exchange Inc., a U.S. marketplace, or a marketplace outside of Canada and the United States of America.
RISK FACTORS
An investment in the Corporation is speculative and involves a high degree of risk. Accordingly, prospective investors should carefully consider the specific risk factors set out below, in addition to the other information contained in this document, before making any decision to invest in the Corporation. The Directors consider the following risks and other factors to be the most significant for potential investors in the Corporation, but the risks listed do not necessarily comprise all those associated with an investment in the Corporation and are not set out in any particular order of priority. Additional risks and uncertainties not currently known to the Directors may also have an adverse effect on the Corporation's business.
If any of the following risks actually occur, the Corporation's business, financial condition, capital resources, results or future operations could be materially adversely affected. In such a case, the price of the Common Shares could decline and investors may lose all or part of their investment.
No Market for Securities
There is currently no market through which any of the Common Shares, may be sold and there is no assurance that such securities of the Corporation will be listed for trading on a stock exchange, or if listed, will provide a liquid market for such securities. Until the Common Shares are listed on a stock exchange, holders of the Common Shares may not be able to sell their Common Shares. Even if Listing is obtained, there can be no assurance that an active public market for the Common Shares will develop or be sustained after completion of the Listing. The holding of Common Shares involves a high degree of risk and should be undertaken only by investors whose financial resources are sufficient to enable them to assume such risks and who have no need for immediate liquidity in their investment. Common Shares should not be purchased by persons who cannot afford the possibility of the loss of their entire investment.
Current Market Volatility
The securities markets in the United States and Canada have recently experienced a high level of price and volume volatility, and the market prices of securities of many companies have experienced wide fluctuations in price which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. There can be no assurance that continual fluctuations in price will not occur. It may be anticipated that any market for the Common Shares will be subject to market trends generally, notwithstanding any potential success of the Corporation. The value of the Common Shares distributed hereunder will be affected by such volatility.
No Production History
The Pichogen Property is not a producing property and its ultimate success will depend on its ability to establish an economic orebody and operating ability to generate cash flow from production in the future. The Corporation has not generated any revenue to date and there is no assurance that it will do so in the future. The Corporation's business operations are at an early stage of development and its success will be largely dependent upon the outcome of the exploration programs that the Corporation propose to undertake.
Limited Operating History
The Corporation has no properties producing positive cash flow and its ultimate success will depend on its ability to generate cash flow from producing properties in the future. The Corporation has not earned profits to date and there is no assurance that it will do so in the future. Significant capital investment will be required to achieve commercial production from the Corporation's existing projects. There is no assurance that the Corporation will be able to raise the required funds to continue these activities.
Exploration, Mining and Operational Risks
The business of exploring for and mining minerals involves a high degree of risk. Few properties that are explored are ultimately developed into producing mines. At present, the Pichogen Property does not have any known mineral resources or reserves and the proposed exploration and drilling programs are an exploratory search for such mineral resourcesorreserves.
The Corporation's operations are subject to all the hazards and risks normally associated with the exploration, development and mining of minerals, any of which could result in risk to life, to property, or to the environment. The Corporation's operations may be subject to disruptions caused by unusual or unexpected formations, formation pressures, fires, power failures and labour disputes, flooding, explosions, cave-ins, landslides, the inability to obtain suitable or adequate equipment, machinery, labour or adverse weather conditions. The availability of insurance for such hazards and risks is extremely limited or uneconomical at this time.
In the event the Corporation is fortunate enough to discover a mineral deposit, the economics of commercial production depend on many factors, including commodity prices, market conditions, the cost of operations, the size, quality and grade of the mineral deposit, proximity to infrastructure, financing costs and Government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting minerals and environmental protection and stakeholder agreements. The effects of these factors cannot be accurately predicted, but any combination of these factors could adversely affect the economics of commencement or continuation of commercial mineral production.
Nature of Mineral Exploration and Mining
The Corporation's future is dependent on the Corporation's exploration and development programs. The exploration and development of mineral deposits involves significant financial risks over a prolonged period of time, which a combination of careful evaluation, experience and knowledge may not eliminate. Few properties that are explored are ultimately developed into economically viable operating mines. Major expenditure on the Corporation's exploration properties may be required in constructing mining and processing facilities at a site, and it is possible that even preliminary due diligence will show adverse results, leading to the abandonment of projects. It is impossible to ensure that preliminary feasibility studies or full feasibility studies on the Corporation's projects or the current or proposed exploration programs on any of the properties in which the Corporation has exploration rights will result in any profitable commercial mining operation. The Corporation cannot give any assurance that its current and future exploration activities will result in a discovery of mineral deposits containing mineralreserves.
Whether a deposit will be commercially viable depends on a number of factors, some of which are the particular attributes of the deposit, such as its size and grade, proximity to infrastructure, financing costs and governmental regulations, including regulations relating to prices, taxes, royalties, infrastructure, land use, importing and exporting of metal concentrates, exchange controls and environmental protection. The effect of these factors cannot be accurately predicted, but the combination of any or all of these factors may result in the Corporation not receiving an adequate return on invested capital or have a material adverse effect on the Corporation's business and financial condition.
Permitting
The operations of the Corporation are subject to receiving and maintaining permits from appropriate governmental authorities and agreements with First Nations. Although the Corporation currently has all required permits for its operations as currently conducted, there is no assurance that delays will not occur in connection with obtaining all necessary renewals of such permits for the existing operations, additional permits for any possible future changes to operations or additional permits associated with new legislation. Prior to any development on any of its properties, the Corporation must receive permits from appropriate governmental authorities. There can be no assurance that the Corporation will continue to hold all permits necessary to develop or continue operating at any particular property.
Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in mining operations may be required to compensate those suffering loss or damage by reason of the mining activities and may be liable for civil or criminal fines or penalties imposed for violations of applicable laws or regulations.
Amendments to current laws, regulations and permitting requirements, or more stringent application of existing laws, may have a material adverse impact on the Corporation, resulting in increased capital expenditures or production costs, reduced levels of production at producing properties or abandonment or delays in development of properties.
Infrastructure
Mining, processing, development and exploration activities depend, to one degree or another, on adequate infrastructure. Reliable roads, railways, bridges, power sources and water supply are important determinants, which affect capital and operating costs. Unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of such infrastructure could adversely affect the operations of the Corporation.
While the infrastructure surrounding the Claims is relatively strong based on typical mineral exploration standards, the Claims are located in an area where weather and terrain may make it difficult and costly to operate. The Claims are easily accessible with multiple gravel roads; however, the location of the Claims nonetheless poses the risk that the Corporation may be unable to further explore, develop or operate efficiently due to the unavailability of materials and equipment and unanticipated transportation costs. Exploration and development programs can only be carried out during limited times of the year. Construction and operational risks, including, without limitation, equipment and plant performance, harsh weather conditions, terrain, environmental, cost estimation accuracy and workforce performance and dependability will all affect the development and profitability of the Pichogen Property. There is a hydro line running through the property; however, there can be no assurance that the existing infrastructure will be sufficient for the purposes of carrying out the Corporation's objectives. In addition, there can be no assurance that any alternative infrastructure will be developed or that any alternative infrastructure, if constructed,
will support the viability of the Pichogen Property. In the event that the current infrastructure is not adequate, or that adequate infrastructure is not developed or is developed but does not support the viability of the Pichogen Property, the existing challenges in respect of transporting materials intothe area in which the Claims are located, as well as transporting any future mined ores out, will continue, which may adversely affect the operations of theCorporation.
First Nations
First Nations in Ontario are increasingly making land and rights claims in respect of existing and prospective resource projects on lands asserted to be First Nation traditional or treaty lands. Should a First Nation make such a claim in respect of the Corporation's properties and should such claim be resolved by government or the courts in favour of the First Nation, it could materially adversely affect the business of the Corporation.
Mining Claims
Although the Corporation believes that it will obtain the necessary prospecting licenses and permits, including but not limited to drill permits, there can be no assurance that they will be granted or as to the terms of any such grant. Furthermore, the Corporation is required to pay annual fees on the mineral claims of the Pichogen Property in order to maintain them in good standing. If the Corporation is unable to expend these amounts, the Corporation may lose its title thereto on the expiry date(s) of the relevant mineral claims on the Pichogen Property. There is no assurance that, in the event of losing its title to mineral claims, the Corporation will be able to register the mineral claims in its name without a third-party registering its interestfirst.
Title Matters
The Corporation has taken reasonable measures, in accordance with industry standards for properties at the same stage of exploration as those of the Corporation, to ensure proper title to its properties. However, there is no guarantee that title to any of its properties will not be challenged or impugned. Title insurance generally is not available for mining claims in Canada and the Corporation's ability to ensure that it has obtained secure claim to individual mineral properties or mining concessions may be limited. The Corporation's properties may be subject to prior unregistered liens, agreements, transfers or claims, including native land claims and title may be affected by, among other things, undetected defects. In addition, the Corporation may be unable to operate the properties as permitted or to enforce its rights with respect to its properties. The failure to comply with all applicable laws and regulations, including a failure to pay taxes, carry out and file assessment work, may invalidate title to portions of the properties where the mineral rights are not held by the Corporation.
Possible Failure to Obtain Mining Licenses
Even if the Corporation does complete the required exploration activities on the Pichogen Property, it may not be able to obtain the necessary licences or permits to conduct mining operations, and thus would realize no benefit from such exploration activities.
Competition
The Corporation competes with numerous other companies and individuals possessing greater financial resources and technical facilities than itself in the search for, and acquisition of, mineral claims, leases and other mineral interests, as well as the recruitment and retention of suitably qualified individuals.
Conflicts of Interest
Certain of the Corporation's Directors and officers act as directors and/or officers of other mineral exploration companies. As such, the Corporation's Directors and officers may be faced with conflicts of interests when evaluating alternative mineral exploration opportunities. In addition, the Corporation's Directors and officers may prioritize the business affairs of another Corporation over the affairs of the Corporation.
Dependence on and Performance of Key Personnel
The Corporation currently has a small senior management group, which is sufficient for the Corporation's present stage of activity. The Corporation's future growth and its ability to develop depend, to a significant extent, on its ability to attract and retain highly qualified personnel. The Corporation relies on a limited number of key employees, consultants and members of senior management and there is no assurance that the Corporation will be able to retain such key employees, consultants and senior management. The loss of one or more of such key employees, consultants or members of senior management, if not replaced, could have a material adverse effect on the Corporation's business, financial condition and prospects. The Corporation currently does not have key person insurance on these individuals.
To operate successfully and manage its potential future growth, the Corporation must attract and retain highly qualified key engineering, managerial and financial personnel. The Corporation faces intense competition for qualified personnel in these areas, and there can be no certainty that the Corporation will be able to attract and retain qualified personnel. If the Corporation is unable to hire and retain additional qualified personnel in the future to develop its properties, its business, financial condition and operating results could be adverselyaffected.
Volatility of Commodity Prices
The market prices of commodities, including gold, are volatile and are affected by numerous factors which are beyond the Corporation's control. These factors include international supply and demand, consumer product demand, international economic trends, currency exchange rate fluctuations, interest rates, inflation, global or regional political events, as well as a range of other market forces. Sustained downward movements in commodity prices, including gold or silver, could render less economic, or uneconomic, some or all of the exploration activities to be undertaken by the Corporation.
Environmental Risks and Other Regulatory Requirements
Inherent with mining operations is an environmental risk. The current or future operations of the Corporation, including exploration and development activities and commencement of production on the Pichogen Property, require permits from various governmental authorities. Suchoperations are governed by laws and regulations that govern prospecting, mining, development, production, taxes, labour standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety, and other matters. Companies engaged in the development and operation of mines and related facilities generally experience a costs and delays in production as a result of needing to comply with applicable laws, regulations and permits. There can be no assurance that all permits that the Corporation requires for future, exploration, development, construction and operation of mining facilities and the conduct of mining operations will be obtainable on reasonable terms or that such laws and regulations would not have an adverse effect on the operations of the Corporation.
Uninsured Risks
The Corporation, as a participant in exploration and mining programs, may become subject to liability for hazards such as unusual geological or unexpected operating conditions that cannot be insured against or against which it may elect not to be so insured because of high premium costs or other reasons. The Corporation is currently uninsured against all such risks as such insurance is either unavailable or uneconomic at this time. The Corporation also currently has no key man insurance or property insurance as such insurance is uneconomical at this time. The Corporation will obtain such insurance once it is available and, in the opinion of the Directors, economical to do so. The Corporation may incur a liability to third parties (in excess of any insurance coverage) arising from pollution or other damage orinjury.
The Corporation is not insured against most environmental risks. Insurance against environmental risks has not been generally available to companies within the mining and exploration industry. Without such insurance, and if the Corporation does become subject to environmental liabilities, the costs of such liabilities would reduce or eliminate the Corporation's available funds or could result in bankruptcy. Should the Corporation be unable to fully fund the remedial costs of an environmental problem, it may be required to enter into interim compliance measures pending completion of the required remedy.
Health and Safety Risks
A violation of health and safety laws, or the failure to comply with the instructions of relevant health
and safety authorities, could lead to, among other things, a temporary cessation of activities on the Pichogen Property or any part thereof, a loss of the right to prospect for minerals, or the imposition of costly compliance procedures. This could have a material adverse effect on the Corporation's operations and/or financial condition.
Tax Issues
Income tax consequences in relation to the securities offered will vary according to the circumstances of each purchaser. Prospective purchasers should seek independent advice from their own tax and legal advisers prior to purchasing the Common Shares post Listing.
Additional Equity Financing
The advancement, exploration and development of the Corporation's properties, including continuing exploration and development projects, and, if warranted, construction of mining facilities and commencement of mining operations, will require substantial additional financing. The most likely source of such future financing that would be available to the Corporation is through the sale of additional equity capital. However, there can be no assurance that such financing will be available to the Corporation or that it will be obtained on terms favourable to the Corporation or will provide the Corporation with sufficient funding to meet its objectives or capital or operating requirements, which may adversely affect the Corporation's business, financial condition and results of operations. Additional financing may not be available when needed or, if available, the terms of such financing might not be favourable to the Corporation and might involve substantial dilution to existing shareholders.
Failure to obtain sufficient financing as and when required by the Corporation will result in a delay or indefinite postponement of the advancement, exploration or development on any or all of the Corporation's properties or even a loss of a property interest, which would have a material adverse effect on the Corporation's business, financial condition and results of operations. Globalsecurities markets are currently experiencing volatility, which may result in difficulty in raising equity capital and market forces may render it difficult or impossible for the Corporation to secure purchasers of the Corporation's securities at prices which will not lead to severe dilution to existing shareholders, or at all.
Going Concern
The Corporation's ability to continue as a going concern is dependent upon its ability in the future to achieve profitable operations and, in the meantime, to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. There can be no assurance once a decision is made with respect to future activities that the Corporation will be able to execute on its plans. The consolidated financial statements of the Corporation do not include any adjustments related to the carrying values and classification of assets and liabilities should the Corporation be unable to continue as agoingconcern.
Global Economic and Financial Markets
Recent market events and conditions, including disruption in the Canadian, U.S. and international credit markets and other financial systems and the deterioration of Canadian, U.S. and global economic conditions, could, among other things, impede access to capital or increase the cost of capital, which would have an adverse effect on the Corporation's ability to fund its working capital and other capital requirements.
Notwithstanding various actions by U.S., Canadian and foreign governments, concerns about the general condition of the capital markets, financial instruments, banks, investment banks, insurers and other financial institutions have caused the broader credit markets to further deteriorate and stock markets to decline substantially. In addition, general economic indicators have deteriorated, including declining consumer sentiment, increased unemployment and declining economic growth and uncertainty about corporate earnings. These unprecedented disruptions in the current credit and financial markets have had a significant material adverse impact on a number of financial institutions and have limited access to capital and credit for many companies, particularly resource exploration and development companies such as theCorporation.
These disruptions could, among other things, make it more difficult for the Corporation to obtain, or increase its cost of obtaining, capital and financing for its operations. The Corporation's access to additional capital may not be available on terms acceptable to the Corporation or atall.
COVID 19 Pandemic
The precise impacts of the global emergence of COVID-19 on the Corporation are currently unknown. The Corporation intends to conduct business as normal with modifications to personnel travel and work locations and is currently evaluating what exploration work can be done on the Pichogen Property. Rules in all jurisdictions are changing rapidly and the Issuer will need to evaluate and evolve with measures as they are announced. Government restrictions on the movement of people and goods may cause exploration work and analysis being done by the Corporation and its contractors to slow or cease. Such disruptions in work may cause the Corporation to miss actual or self-imposed deadlines, push out earlier forecasts, and increase fiscal losses. In addition, the outbreak of COVID-19 has caused considerable disruption to the world economy and financial markets which could have a materially adverse impact on the ability of the Corporation to raise additional funding in the future and could negatively impact, among other factors, the Corporation's shareprice.
Environmental Risks and Hazards
All phases of the operations of the Corporation are subject to environmental regulation in the jurisdictions in which it operates. These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also set forth limitations on the generation, transportation, storage and disposal of solid and hazardous waste. Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. There is no assurance that future changes in environmental regulation, if any, will not adversely affect the operations of the Corporation. Environmental hazards may exist on the properties on which the Corporation holds interests which are unknown to the Corporation at present and which have been caused by previous or existing owners or operators of the properties.
Although the Corporation intends to comply fully with all environmental regulations, failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in mining operations or in the exploration or development of mineral properties may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations.
No Revenues and History of Losses
The Corporation's properties are in the exploration stage and are not commercially viable at this time. The Corporation has not recorded any revenues from mining operations and there is no certainty that the exploration expenditures towards the search and evaluation of mineral deposits will result in discoveries of commercial quantities of ore or that the Corporation will generate revenue, operate profitably or provide a return on investment in the future. There can be no assurance that significant additional losses will not occur in the future. The operating expenses and capital expenditures may increase in subsequent years with advancing exploration, development and/or production of the properties. The Corporation does not expect to receive revenues from operations in the foreseeable future. The Corporation expects to incur losses until such time as its properties enter into commercial production and general sufficient revenue to fund its continuing operations. The development of the Corporation's properties will require the commitment of substantial resources and there can be no assurance that the Corporation will be able to finance its operations externally.
There can be no assurance that the Corporation's exploration programs will result in locating commercially exploitable mineral ores or that its properties will be successfully developed. There can be no assurance that the underlying assumed levels of expenses will prove to be accurate.
Commodity Prices
The development of the Corporation's properties is dependent on the future price of minerals and metals. As well, the profitability of the Corporation's commercial operations, if any, will be significantly affected by changes in the market price of minerals and metals.
Commodity prices fluctuate on a daily basis and are affected by numerous factors beyond the Corporation's control. Such factors include, but are not limited to, interest and exchange rates, inflation or deflation, fluctuations in the value of the US dollar and foreign currencies, global and regional supply and demand, and political and economic conditions. Such external economic
factors are in turn influenced by changes in international investment patterns and monetary systems and political developments. The price of commodities has historically fluctuated widely and future price declines could cause the development of and any future commercial production from the Corporation's properties to be impracticable or uneconomical or force the Corporation to discontinue any development of, operations on or lose its interest in its properties. Such fluctuations in commodity prices could have a material adverse effect on the Corporation's business and financial condition.
Insurance Risk
The Corporation's operations are, and will continue to be, subject to all of the hazards and risks normally associated with exploration, development and production, any of which could result in damage to life or property, environmental damage and possible legal liability for any or all damage. The Corporation's activities may be subject to prolonged disruptions due to weather conditions, depending on the location of operations in which the Corporation has interests. Hazards, such as unusual or unexpected formations, rock bursts, pressures, adverse environmental conditions, industrial accidents, labour disputes, unusual or unexpected geological conditions, ground or slope failures, cave-ins, and natural phenomena such as inclement weather conditions, floods and earthquakes, flooding or other conditions may be encountered in the drilling and removal of material. Such occurrences could result in damage to mineral properties or production facilities, personal injury or death, environmental damage to the Corporation's properties or the properties of others, delays in mining, monetary losses and possible legalliability.
While the Corporation may obtain insurance against certain risks in such amounts as it considers adequate, the nature of these risks is such that liabilities could exceed policy limits or could be excluded from coverage. There are also risks against which the Corporation cannot insure or against which it may elect not to insure. The potential costs which could be associated with any liabilities not covered by insurance or in excess of insurance coverage or compliance with applicable laws and regulations may cause substantial delays and require significant capital outlays, adversely affecting the Corporation's earnings and competitive position in the future and, potentially, its financial position and results of operation.
Aboriginal Title and Claims
Uncertainties about the resolution of Aboriginal rights in British Columbia may affect the Corporation. On June 26, 2014, the Supreme Court of Canada (the "SCC") released a decision in Tsilhqot'in Nation v. British Columbia (the "William Decision"), pursuant to which the SCC upheld the First Nations' claim to Aboriginal title and rights over a large area of land in central British Columbia, including rights to decide how the land will be used, occupancy and economic benefits. The court ruling held that while the provincial government had the constitutional authority to regulate certain activity on aboriginal title lands, it had not adequately consulted with the Tsilhqot'in. The SCC also held that provincial laws of general application apply to land held under Aboriginal title if the laws are not unreasonable, impose no undue hardship, and do not deny the Aboriginal title holders their preferred means of exercising their rights. The Corporation currently does not hold any properties in the area involved in the William Decision, and will continue to manage its operations within the existing legal framework while paying close attention to the direction provided by the Province of British Columbia and First Nations regarding the application of this ruling.
However, the Pichogen Property may now or in the future be the subject of Aboriginal land claims, which is a matter of considerable complexity. The impact of any such claim on the Corporation's ownership interest in the Pichogen Property cannot be predicted with any degree of certainty and no assurance can be given that a broad recognition of Aboriginal rights in the area in which the Pichogen Property is located, by way of a negotiated settlement or judicial pronouncement, would not have an adverse effect on the Corporation's activities. Even in the absence of such recognition, the Corporation may at some point be required to negotiate with and seek the approval of holders of Aboriginal interests in order to facilitate exploration and development work on the Pichogen Property, and there is no assurance that the Corporation will be able to establish a practical working relationship with the Indigenous in the area which would allow it to ultimately develop the Pichogen Property.
Market Price of the Common Shares
Currently there is no public market for the Common Shares, and there can be no assurance that an active market for the Common Shares will develop or be sustained after Listing.
Worldwide securities markets have been experiencing a high level of price and volume volatility and market prices of securities of many companies, particularly those considered exploration or development stage companies, have experienced unprecedented declines in prices which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. Most significantly, the share price of many natural resource companies has experienced an unprecedented decline in value and there has been a significant decline in the number of buyers willing to purchase such securities. As a consequence, market forces may render it difficult or impossible for the Corporation to secure purchasers to purchase its securities at a price which will not lead to severe dilution to existing shareholders, or at all. In addition, shareholders may realize less than the original amount invested on dispositions of their common shares of the Corporation during periods of such market price decline.
The Price of the Corporation's common shares may be volatile
The trading price of the Corporation's common shares, once listed on the CSE, may be subject to material fluctuations and may increase or decrease in response to a number of events and factors, including:
- changes in the market price of the commodities the Corporation sells andpurchases, particularly gold;
- current events affecting the economic situation and exchangerates in Canada, the United States, Mexico and internationally;
- changes in financial estimates and recommendations by securitiesanalysts;
- acquisitions and financings;
- quarterly variations in operating results;
- the operating and share price performance of other companies that investors may deem comparable;
- the issuance of additional equity securities by the Corporation or the perception that such issuance may occur; and
- purchases or sales of blocks of the Corporation's commonshares.
Part of this volatility may also be attributable to the current state of the stock market, in which wide price swings are common. This volatility may adversely affect the prices of the Corporation's common shares regardless of the Corporation's operating performance and could cause the market price of the Corporation's common shares to decline.
The Corporation does not intend to pay dividends for the foreseeable future.
The Corporation has never declared or paid any cash dividends on the Corporation's common shares and does not intend to pay any cash dividends in the foreseeable future. The Corporation anticipates that it will retain all of its future earnings for use in the development of its business and for general corporate purposes. Any determination to pay dividends in the future will be at the discretion of the Corporation's board of directors. In addition, from time to time the Corporation may enter into agreements that restrict its ability to paydividends.
Holders of the Corporation's common shares may experience dilution when outstanding options or warrants are exercised, or as a result of additional securities offerings which may reduce the Corporation's earnings per share, if any.
There are a number of outstanding options and warrants pursuant to which additional common shares of the Corporation may be issued in the future. Exercise of such options or warrants may result in dilution to the Corporation shareholders. In addition, if the Corporation raises additional funds to finance its activities, through the sale of equity securities, shareholders may have their investment diluted. If the Corporation issues additional common shares, shareholders' percentage ownership of the Corporation will decrease and shareholders may experience dilution in the Corporation's earnings per share. Moreover, as the Corporation's intention to issue any additional equity securities becomes publicly known, the common share price may be materially and adversely affected.
General
Although management believes that the above risks fairly and comprehensibly illustrate all material risks facing the Corporation, the risks noted above do not necessarily comprise all those potentially faced by the Corporation as it is impossible to foresee all possiblerisks.
Although the Directors will seek to minimise the impact of the risk factors, an investment in the Corporation should only be made by investors able to sustain a total loss of their investment. Investors are strongly recommended to consult a person who specialises in investments of this nature before making any decision to invest.
LEGAL PROCEEDINGS AND REGULATORY ACTIONS
The Corporation is not or was not a party to, and none of its property is or was the subject of, any legal proceedings as at the date of this Prospectus, nor does the Corporation contemplate any such legal proceedings.
No penalties or sanctions have been imposed against the Corporation by a court, nor has the Corporation entered into any settlement agreements before a court, relating to provincial and territorial securities legislation or by a securities regulatory authority within the last three years from date hereof, nor has a court or regulatory body imposed any other penalties or sanctions against the Corporation.
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
Except as disclosed in this Prospectus, no (a) director or executive officer, (b) person or company that beneficially owns, controls or directs, directly or indirectly, more than 10% of the Common Shares, nor (c) associate or affiliate of any of the persons or companies referred to in (a) or (b) has, or has had within the three years before the date hereof, any material interest, directly or indirectly, in any transaction that has materially affected or is reasonably expected to materially affect the Corporation.
AUDITORS, REGISTRAR AND TRANSFER AGENT
The auditor of the Corporation is Adam Sung Kim Ltd. Chartered Professional Accountants, located at #168- 4300 North Fraser Way, Burnaby, BC, V5J 5J8.
The transfer agent and registrar of the Corporation is Endeavour Trust Corporation and the register of Common Shares and register of transfers will be maintained at theToronto office located at 702 -777 Hornby Street Vancouver, BC V6Z 1S4.
PROMOTERS
Mr. Ronald Miles, the current Chief Executive Officer, Corporate Secretary and Director of the Corporation has been a promotor of the Corporation, as he took the initiative in organising the Corporation since his appointment as President in October of 2016. Mr. Miles beneficially owns 500,000 Common Shares representing approximately 0.035% of the issued and outstanding Common Shares on a non-dilutive basis.
Mr. Richard Paolone, a current Director of the Corporation, has been a promoter of the Corporation as he took the initiative in organising the Corporation since his appointment as Chief Executive Officer and Chief Financial Officer in October of 2017. Mr. Paolone currently does not own any Common Shares of the Corporation.
MATERIAL CONTRACTS
The only material contracts that the Corporation has entered into since the beginning of the most recently completed financial year or contracts entered into before the beginning of the most recently completed financial year that are still in effect, other than contracts entered into in the ordinary course of business, are as follows:
- The Option Agreement dated June 1 2020.
- Escrow Agreement dated October 15, 2020.
EXPERTS AND INTERESTS OF EXPERTS
Adam Sung Kim Ltd, Chartered Professional Accountants (the auditors of the Corporation) prepared an interim review report to the directors of the Corporation on the statements of financial position of the Corporation and the statements of loss and comprehensive loss, cash flows and changes in shareholders' equity for the 9 month period ended June, 30, 2020, and have advised that they are independent with respect to the Corporation within the meaning of the Chartered Professional Accountants of British Columbia Code of Professional Conduct.
The independent author of the Technical Report was Donald Théberge P.Geo., operating under the business name Solumines.
None of the foregoing experts, nor any partner, employee or consultant of such an expert who participated in and who was in a position to directly influence the preparation of the applicable statement, report or valuation, has, has received or is expected to receive, registered or beneficial interests, direct or indirect, in Common Shares or other property of the Corporation or any of its associates or affiliates at the time of this Prospectus.
OTHER MATERIAL FACTS
Other than as disclosed elsewhere in this Prospectus, there are no material facts about Common Shares that are necessary to be disclosed in order for this Prospectus to contain full, true and plain disclosure of all material facts relating to the securities beingdistributed.
FINANCIAL STATEMENTS AND MD&A
The following financial statements and MD&A are attached to this Prospectus:
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- Audited financial statements of the Corporation for the years ended September 30, 2019 and September 30, 2018 and September 30, 2017.
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- MD&A of the Corporation for the year ended September 30, 2019.
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- Interim financial statements of the Corporation for the nine month period ended June 30, 2020.
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- MD&A of the Corporation for the nine month period ended June 30,2020.
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SCHEDULE "A"
UNAUDITED FINANCIAL STATEMENTS FOR THE 9 MONTH PERIOD BETWEEN SEPTEMBER 30, 2019 AND JUNE 30, 2020
[ATTACHED]
EVOLUTION GLOBAL FRONTIER VENTURES CORP. (formerly Ascension Exploration Inc.)
FINANCIAL STATEMENTS (Expressed in Canadian Dollars)
FOR THE NINE MONTHS PERIOD ENDED JUNE 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 June 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 periods ended June 30, 2020 and June 20, 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 June 30, 2020 and September 30, 2019, and its financial performance and its cash flow for the periods ended June 30, 2020 and June 20, 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 \$54,623 during the period ended June 30, 2020 and, as of that date, the Company had not yet achieved profitable operations, had accumulated losses of \$154,263 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 determinesis necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud orerror.
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. Ialso:
• 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 overrideof 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 expressingan opinion on the effectivenessof the Company'sinternal 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 thedate ofmy auditor'sreport. However, future events or conditions may cause the Companyto 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 statementsrepresentthe underlyingtransactions and events in a mannerthat 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 September 3, 2020
| As at, | June 30, 2020 |
September 30, 2019 |
|---|---|---|
| ASSETS | ||
| Current | ||
| Cash | \$ 255,200 |
\$ 22,500 |
| Prepaid expenses | 25,000 | - |
| TOTAL ASSETS | \$ 280,200 |
\$ 22,500 |
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||
| (DEFICIENCY) | ||
| Current | ||
| Accounts payable and accrued liabilities (Notes 5 and 7) | \$ 79,263 |
\$ 99,640 |
| Non-current | ||
| Loans payable (Notes 6 and 7) | 93,478 | - |
| Total Liabilities | 172,741 | 99,640 |
| Shareholders' Equity (deficiency) | ||
| Share capital (Note 8) | 255,200 | 22,500 |
| Contributed surplus (Notes 6 and 8) | 6,522 | - |
| Deficit | (154,263) | (99,640) |
| Total shareholders' equity (deficiency) | 107,459 | (77,140) |
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | ||
| (DEFICIENCY) | \$ 280,200 |
\$ 22,500 |
| Nature and continuance of operations (Note 1) |
Subsequent events (Note 12)
Approved and authorized by the Board on September 3, 2020:
"Brendan Purdy" Director "Ron Miles" Director Brendan Purdy Ron Miles
EVOLUTION GLOBAL FRONTIER VENTURES CORP. (formerly Ascension Exploration Inc.)
STATEMENTS OF LOSS AND COMPREHENSIVE LOSS
For the nine months ended June 30, 2020 and 2019
(Expressed in Canadian Dollars)
| Three month periodended June 30, |
Nine month period ended June 30, |
||||
|---|---|---|---|---|---|
| Notes | |||||
| 2020 | 2019 | 2020 | 2019 | ||
| \$ | \$ | \$ | \$ | ||
| EXPENSES | |||||
| Management fees | 7 | - | - | 6,000 | - |
| Consulting fees | 13,595 | 13,401 | 48,253 | 33,401 | |
| General and office administration | 49 | - | 49 | - | |
| Registration, filing and transfer agent fees | 321 | - | 321 | 88 | |
| Net and comprehensive income (loss) for | |||||
| the period | \$ (13,965) | \$ (13,401) |
\$ (54,623) |
(33,489) | |
| Basic and diluted income (loss) per common share |
\$ (0.00) |
\$ (0.00) |
\$ (0.00) |
\$ (0.01) |
|
| Weighted average number of common | |||||
| sharesoutstanding | 13,276,642 | 4,500,000 | 12,705,109 | 4,500,000 |
EVOLUTION GLOBAL FRONTIER VENTURES CORP. (formerly Ascension Exploration Inc.) STATEMENTS OF CASH FLOWS For the nine month period ended June 30, 2020 and 2019
(Expressed in Canadian Dollars)
| Nine months ended | |||||
|---|---|---|---|---|---|
| June 30, 2020 |
June 30, 2019 |
||||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||||
| Loss for the period | \$ | (54,623) | \$ | (33,489) | |
| Changes in non-cash working capital items: | |||||
| Prepaid expenses | (25,000) | - | |||
| Accounts payable and accrued liabilities | 79,623 | 33,489 | |||
| Net cash used in operating activities | - | - | |||
| CASH FLOWS FROM FINANCING ACTIVITIES | |||||
| Shares issued for cash | 232,700 | - | |||
| Net cash provided by financing activities | 232,700 | - | |||
| Change in cash for the period | 232,700 | - | |||
| Cash, beginning of period | 22,500 | 22,500 | |||
| Cash, end of period | \$ | 255,200 | \$ | 22,500 | |
| \$ | \$ | ||||
| Cash paid during the year for interest | - | - | |||
| \$ | \$ | ||||
| Cash paid during the year forincometaxes | - | - |
EVOLUTION GLOBAL FRONTIER VENTURES CORP. (formerly Ascension Exploration Inc.)
STATEMENTS OF SHAREHOLDERS' EQUITY For the nine month period ended June 30, 2020 and 2019 (Expressed in Canadian Dollars)
| ShareCapital | |||||
|---|---|---|---|---|---|
| Number | Amount | Contributed Surplus |
Deficit | Total | |
| Balance at September 30, 2018 |
4,500,000 | \$ 22,500 | \$- | \$ (66,151) |
\$ (43,651) |
| Loss for the period | - | - | - | (33,489) | (33,489) |
| Balance at June 30, 2019 and September 30, 2019 | 4,500,000 | \$ 22,500 | - | \$ (99,640) |
\$ (77,140) |
| Private placement (Note 8) Capital contribution by a related party (Notes 6 and 7) |
9,700,000 - |
232,700 - |
- 6,522 |
- - |
232,700 6,522 |
| Loss for the period |
- | - | - | (54,623) | (54,623) |
| Balance at June 30, 2020 |
14,200,000 | \$255,200 | \$6,522 | \$(154,263) | \$ 107,459 |
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 June 30, 2020, the Company had not yet achieved profitable operations, had accumulated losses of \$154,263 (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 judgmentsandestimates
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 in2020.
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.
3. SIGNIFICANT ACCOUNTING POLICIES (CONT'D)
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 incomprehensiveloss.
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'sfinancialstatements.
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 financialinstrument.
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 atFVTPL.
The Company completed a detailed assessment of its financial assets and liabilities as at June 30, 2020. The following table shows the classifications under IFRS 9:
| Classification under IFRS 9 |
|
|---|---|
| Cash | FVTPL |
| Accounts payable and accrued | |
| liabilities | Amortizedcost |
| Loans payable | Amortizedcost |
3. SIGNIFICANT ACCOUNTINGPOLICIES(CONT'D)
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 hasincreased 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.
3. SIGNIFICANT ACCOUNTING POLICIES(CONT'D)
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 feessuch aslicense 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 berecoverable.
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 assetbelongs.
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 June 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.
3. SIGNIFICANT ACCOUNTING POLICIES (CONT'D)
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 beutilized.
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 isrequired 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'sfinancialstatements.
4. MINERAL PROPERTIES
Pichogen Property
On June 1, 2020, 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 subsequent to period end);
- (iii) \$10,000 on first anniversary of ListingDate;
- (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 ListingDate;
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 ListingDate;
- (iii) 1% shares of total float on the second anniversary of ListingDate;
- (iv) 1% shares of total float on the third anniversary of ListingDate;
- (v) 1% shares of total float on the fourth anniversary of ListingDate;
*The shares will be subject to a twelve month escrow period 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 asfollows:
- (i) \$125,000 in year 1 in the first year from listing by December 31, 2020;
- (ii) \$150,000 additional by the first anniversary of ListingDate;
- (iii) \$250,000 additional by the second anniversary of ListingDate;
- (iv) \$250,000 additional by the third anniversary of ListingDate;
- (v) \$350,000 additional by the fourth anniversary of ListingDate;
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.
As at June 30, 2020 the Company has not made cash payments, issued shares or incurred work expenditures on the property.
5. ACCOUNTS PAYABLES AND ACCRUED LIABILITIES
The Company's accounts payable and accrued liabilities are as follows:
| June 30, 2020 |
September 30, 2019 |
|
|---|---|---|
| Trade payables (Note 7) | \$ 79,263 |
\$ 99,640 |
| Total | \$ 79,263 |
\$ 99,640 |
During the period ended June 30, 2020, the Company entered a settlement agreement with the Company's 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 |
| Interest | - |
| Accretion | - |
| Balance, June 30, 2020 | \$ 93,478 |
On June 30, 2020, the Company entered a settlement agreement with the Company's 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. As atJune 30, 2020, the balance of the loan is \$93,478.
7. RELATED PARTY TRANSACTIONS
The Company entered into the following transactions with related parties:
As at June 30, 2020, the Company owed \$73,964 (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:
| June 30, 2020 |
September 30, 2019 |
|
|---|---|---|
| Chief Executive Officer ("CEO") Director Corporate secretary |
\$ 6,000 396 67,568 |
\$ - 396 99,244 |
| Total | \$ 73,964 |
\$ 99,640 |
During the period ended June 30, 2020, the Company converted amounts owed to the corporate secretary into a loan payable which has a balance of \$93,478 as at June 30, 2020 (Notes 5 and 6).
As at June 30, 2020, the Company had prepaid expense of \$25,000 to companies controlled by a director/a former director of the Company.
The following table liststhe compensation costs paid directly or to companies controlled by key management personnel for the period ended June 30, 2020 and 2019:
| Nine months ended, | June 30, 2020 |
June 30, 2019 |
|---|---|---|
| Management fees paid to the CEO | \$ 6,000 |
\$ - |
| Total | \$ 6,000 |
\$ - |
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 June 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 nine months ended June 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 percommonshare.
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).
For the nine months ended June 30, 2019:
No shares were issued.
b) Warrants
As at June 30, 2020 and June 30, 2019, the Company had outstanding warrants, enabling the holders to acquire further common shares as follows:
| June 30, 2020 | June 30, 2019 | Exercise Price | Expiry Date |
|---|---|---|---|
| 1,000,000 | - | \$ 0.10 | June 8, 2021 |
| 1,000,000 | - |
Warrant transactions for the nine months ended June 30, 2020 and 2019 are summarized as follows:
| Nine months ended June 30, 2020 |
Nine monthsended June 30, 2019 |
||||
|---|---|---|---|---|---|
| Weighted Average |
Weighted Average |
||||
| Number | Exercise | Number | Exercise | ||
| of Warrants | Price | of Warrants | Price | ||
| Balance, beginning of period | - | \$ | - | - | \$ - |
| Granted | 1,000,000 | 0.10 | - | - | |
| Balance, end of period | 1,000,000 | \$ | 0.10 | - | \$ - |
9. SEGMENTED INFORMATION
TheCompany operatesin one reportable operating segment, being the acquisition and exploration of mineral properties in Canada. Asthe operations comprise a single reporting segment, amounts disclosed also representsegment 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 June 30, 2020 as follows:
| Level 1 | Level 2 | Level 3 | Total | |
|---|---|---|---|---|
| Financial Assets | ||||
| Cash | \$ 255,200 |
- | - \$ |
255,200 |
| \$ 255,200 |
- | - \$ |
255,200 |
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.
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.
10. FINANCIAL AND CAPITAL RISK MANAGEMENT (CONT'D)
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, isreasonable.
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:
| 2020 | 2019 | |||||
|---|---|---|---|---|---|---|
| Statutory tax rate | 27.0% | 27.0% | ||||
| Loss before income taxes | \$ (54,623) |
\$ | (33,489) | |||
| Expected income tax recovery | (14,748) | (9,042) | ||||
| Increase (decrease) in income tax recovery resulting from: Items deductible and not deductible for income tax purposes Current and prior tax attributes not recognized |
14,748 | - | - 9,042 |
|||
| Deferred income tax recovery | \$ | - | \$ | - | ||
| Details of deferred tax assets are as follows: | 2020 | 2019 | ||||
| Non-capital and capital losses Less: Unrecognized deferred tax assets |
\$ | 41,651 (41,651) |
\$ | (26,903) | 26,903 | |
| \$ | - | \$ | - |
11. INCOME TAXES (CONT'D)
The Company has approximately \$154,000 of non-capital losses available, which begin to expire in 2037 through to 2040 and may be applied against future taxable income. At June 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 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.
On July 27, 2020, the Company made a cash payment of \$20,000 pursuant to the Pichogen Property option agreement (Note 4).
SCHEDULE "B"
MANAGEMENT DISCUSSION AND ANALYSIS OF THE CORPORATION FOR THE NINE MONTH PERIOD ENDED JUNE 30, 2020.
[ATTACHED]
EVOLUTION GLOBAL FRONTIER VENTURES CORP. (formerly Ascension Exploration Inc.)
Management's Discussion and Analysis
For the Nine-Month Period Ended June 30, 2020 and 2019
EVOLUTION GLOBAL FRONTIER VENTURES CORP. (formerly Ascension Exploration Inc.) MANAGEMENT'S DISCUSSION & ANALYSIS FOR THE PERIOD ENDED JUNE 30, 2020 AND 2019
This management's discussion and analysis provides an analysis of ourfinancialsituation which will enable the reader to evaluate important variations in our financial situation for the period ended June 30, 2020, compared to the year ended September 30, 2019. This report prepared as at September 14, 2020 intends to complement and supplement our audited condensed interim financial statements (the "financial statements") as at June 30, 2020 and should be read in conjunction with the financial statements and the accompanying notes.
Our financial statements and the management's discussion and analysis are intended to provide a reasonable base for the investor to evaluate our financial situation.
Our financial statements have been prepared using accounting policies consistent with International Financial Reporting Standards ("IFRS"). All dollar amounts contained in this MD&A are expressed in Canadian dollars, unless otherwise specified.
Where we say "we", "us", "our", the "Company" or "Evolution", we mean Evolution Global Frontier Ventures Corp. as it may apply.
OVERVIEW AND DESCRIPTION OF BUSINESS
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 Company is engaged in the business of acquiring, exploring and developing natural resource properties, with a focus on precious mineral properties/projects which have the potential for both near-term cash flow and significant exploration upside potential. The Company is considered to be in the exploration stage as it has not placed any mineral properties into production.
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.
CORPORATE DEVELOPMENTS AND SIGNIFICANT TRANSACTIONS AND FACTORS AFFECTING RESULTS OF OPERATIONS
- The Company had minimal transactions during the period, however expenses were incurred during the year in related to private placements and mineral property option agreement.
- The Company closed two non-brokered private placements, raising total funds of \$232,700.
- On June 1, 2020, the Company entered into an option agreement to earn a 90% interest in the Pichogen Property in Ontario.
- On June 30, 2020, the Company entered a settlement agreement with the Company's corporate secretary and converted accounts payable of \$100,000 into a \$100,000 Loan. The Loan bears simple interest of 10% and has an 18 month term. No interest payments are due until the term of the loan.
CORPORATE DEVELOPMENTS AND SIGNIFICANT TRANSACTIONS AND FACTORS AFFECTING RESULTS OF OPERATIONS (CONTINUED)
Subsequent to the period end:
- 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.
- On July 27, 2020, the Company made a cash payment of \$20,000 pursuant to the Pichogen Property option agreement.
Use of proceeds
Mineral Properties
The Company intends to use the net proceeds of the October 2019 and June 2020 private placements on qualifying Canadian Exploration Expenditures pursuant to the Income Tax Act (Canada), to further explore the Company's exploration and evaluation assets and initiate a multi-phase exploration program.
As of the date of this MD&A, the Company has begun to use the funds as intended. The Company will use the gross proceeds raised from the private placements to incur qualifying Canadian exploration expenditures on its projects.
OVERALL PERFORMANCE
The Company explores for precious minerals with an emphasis on gold. The Company has no earnings and therefore finances exploration and development activities by the sale of shares. The key determinants of the Company's operating results are the following:
- (a) success of its exploration and development programs and putting these into production;
- (b) the state of capital markets, which affects the ability of the Company to finance its exploration activities;
- (c) the market price of gold and silver; and
- (d) political and social issues which have affected and could further affect the ability of the Company to conduct exploration and mine development activities on its projects in Canada.
EQUITY TRANSACTIONS
- 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.
EXPLORATION AND DEVELOPMENT STRATEGY
Pichogen Property
The Company entered into an option agreement on June 1, 2020 for the Pichogen Property whereby it could earn a 90% interest subject to a 3.0% Net Smelter Return Royalty (NSR) and a 3.0% Gross Overriding Receipts (GOR) in one hundred and thirty eight (138) mineral claims situated in the Oba area of the Province of Ontario.
EXPLORATION AND DEVELOPMENT STRATEGY (CONTINUED)
Pichogen Property (Continued)
The terms of the option agreement are:
Total cash payments of \$115,000 to the vendor:
- \$10 on signing of the agreement on June 1, 2020 (the "signing date") agreed to have been paid and received;
- \$20,000 on the first day of listed trading on any Canadian Stock Exchange ("Listing Date") (paid on July 27, 2020);
- \$10,000 on first anniversary of Listing Date;
- \$10,000 on second anniversary of Listing Date;
- \$25,000 on third anniversary of Listing Date;
- \$50,000 on fourth anniversary of Listing Date;
Shares issued to the vendor as follows:
- 1% shares of total float on Listing Date*;
- 1% shares of total float on the first anniversary of Listing Date;
- 1% shares of total float on the second anniversary of Listing Date;
- 1% shares of total float on the third anniversary of Listing Date;
- 1% shares of total float on the fourth anniversary of Listing Date;
*The shares will be subject to a twelve month escrow period where the shares are subject to return to the Company for a cash sum of \$20,000 at anytime within the escrow period.
Incurring total work expenditures of \$1,125,000 on the property as follows:
- \$125,000 in year 1, the first year from the Listing Date;
- \$150,000 additional by the first anniversary of Listing Date;
- \$250,000 additional by the second anniversary of Listing Date;
- \$250,000 additional by the third anniversary of Listing Date;
- \$350,000 additional by the fourth anniversary of 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.
As at June 30, 2020 the Company has not made cash payments, issued shares or incurred work expenditures on the property.
Through these acquisitions, the Company believes it has a unique opportunity based on the large area of the claims and the potential strike length of a structure that could host a significant deposit if discovered.
Outlook
All the observations noted in the National Instrument 43-101 report lead to the conclusion that the property has very good gold potential that merits more thorough exploration, with emphasis on the part of the property covering the southern boundary of the Kabinakagami belt, where the Puskuta Shear zone may be the controlling factor in the gold mineralization.
Qualified Person
Mr. Joel Scodnick, B.Sc., P.Geo, a Qualified Person within the meaning of National Instrument 43-101, and a director of the Company, has reviewed the technical information in this MD&A.
CONSOLIDATED RESULTS OF OPERATIONS
All of the balances set out in this and following sections, including the Summary of quarterly results conform to IFRS standards.
| Three months ended | Nine months ended | |||
|---|---|---|---|---|
| June 30, | June 30, | June 30, | June 30, | |
| 2020 | 2019 | 2020 | 2019 | |
| \$ | \$ | \$ | \$ | |
| EXPENSES | ||||
| Management fees | - | - | 6,000 | - |
| Consulting fees | 13,595 | 13,401 | 48,253 | 33,401 |
| General and office administration | 49 | - | 49 | - |
| Registration, transfer agent and filing fees | 321 | - | 321 | 88 |
| Net loss and comprehensive loss for the period | (13,965) | (13,401) | (54,623) | (33,489) |
For the nine-month period ended June 30, 2020 and June 30, 2019
The Company recorded a net loss of \$54,623 for the period ended June 30, 2020 compared to a net loss \$33,489 for the corresponding period in 2019. Some of the significant changes are as follow:
- Management fees of \$6,000 (2019 \$Nil) were incurred as a result of appointment of the new CEO of the Company, fees were incurred in relation to the private placements and mineral property option agreement
- Consulting fees of \$48,253 (2019 \$33,401) were incurred to independent consultants of the Company, relating to the overall increase in activity compared to the comparative period, resulting in higher consulting fees.
During the three month period ended June 30, 2020, the Company recorded a net loss of \$13,965 compared to a net loss in the comparative period of \$13,401. The expenditures are comparable for this period as the expenditures related to the Company's business activities were incurred in the prior quarters.
SUMMARY OF QUARTERLY RESULTS
The table below presents selected financial data for the Company's eight most recently completed quarters, all prepared in accordance with IFRS.
| June 30, 2020 \$ |
Mar 31, 2020 \$ |
Dec 31, 2019 \$ |
Sep 30, 2019 \$ |
Jun 30, 2019 \$ |
Mar 31, 2019 \$ |
Dec 31 2018 \$ |
Sep 30 2018 \$ |
|
|---|---|---|---|---|---|---|---|---|
| Net income (loss) |
(13,965) | (40,658) | - | - | (13,401) | (10,088) | (10,000) | (32,755) |
| loss per share | (0.00) | (0.00) | 0.00 | 0.00 | (0.00) | (0.00) | (0.00) | (0.01) |
| Balance Sheet Total Assets |
280,200 | 205,200 | 205,200 | 22,500 | 22,500 | 22,500 | 22,500 | 22,500 |
Fluctuations in losses are mostly due to the timing of the expenditures being incurred. The amount and timing of expenses and availability of capital resources vary substantially from quarter to quarter, depending on the level of exploration activities being undertaken at any time and the availability of funding from investors or collaboration partners.
CONSULTING EXPENSES
The Company relies heavily on Consultants to achieve its goals on all facets of business and these industry consultants bring a wide range of expertise and connections to the Company. Consultants include Management, Administrative, Legal and other support roles. The Company continues to receive unrivalled support from its best in industry consultants.
During the period ended June 30, 2020, the Company engaged in business with the following consultants:
- Sunny State (Hong Kong) Ltd. ("Sunny State"), an independent consultant, who provided administrative services and assistance with management services for the Company. Sunny State provided services on an invoice basis to the Company, the Company has no contract or obligation to continue using theirservices.
- Partum Advisory Services Corp. ("Partum") On June 15, 2020, the Company entered into an agreement with Partum Advisory Services Corp., an independent consultant, who is expected to provide the same services as Sunny State (Hong Kong) Ltd.
- Lorna Chan, an independent consultant, who provided administrative services and assistance to the CEO and Corporate Secretary of the Company. Ms. Chan's services are provided on an invoice basis, the Company has no contract or obligation to continue using her services, but her services may be required from time to time by the Company.
- Mr. Joel Scodnick, a director of the Company, may provide services to the Company as part of his duties as a director and Qualified Person of the Company, of which Mr. Scodnick expects to commit approximately 30% to 45% of his time for the Company. The Company has no contract or obligation with Mr. Scodnick for his services.
- Mr. Richard Paolone, a former director of the Company, may provide legal services through his company to the Company from time to time on an invoice basis. The Company has no contract or obligation with Mr. Paolone for his services.
- Mr. Barry Bergstrom, the Chief Financial Officer of the Company, may provide services to the Company as the CFO of the Company, of which Mr. Bergstrom expects to commit approximately 20% to 33% of his time for the Company. The Company has no contract or obligation with Mr. Bergstrom for hisservices.
During the period ended June 30, 2020, no consulting fees were incurred from related parties. All consultants were paid in cash or are still owed cash during the period. As at June 30, 2020, the Company is only obligated to pay for consulting services with Partum and has no contract or obligation with other consultants.
The Company may hire other consultants to provide services as necessary for its operations.
LIQUIDITY AND CAPITAL RESOURCES
The financial statements have been prepared on a going-concern basis, which assumes the realization of assets and liquidation of liabilities in the normal course of business. Continuing operations, as intended, are dependent on management's ability to raise required funding through future equity issuances, its ability to acquire resource property or business interests and develop profitable operations or a combination thereof, which is not assured, given today's volatile and uncertain financial markets. The Company may revise exploration and development programs depending on its working capital position.
As at June 30, 2020, the Company had a working capital of \$200,937 (September 30, 2019 – \$77,140) which consisted of current assets, cash of \$255,200 (September 30, 2019 - \$22,500) and prepaid expenses of \$25,000 (September 30, 2019 - \$Nil) less current liabilities, being accounts payable and accrued liabilities as at June 30, 2020 which amounted to \$79,263 (September 30, 2019 - \$99,640). During the period, the Company received funds as a result of private placements made recorded prepayments for legal fees. Refer to the Financial Statements for more information on the use of cash in operating, investing and financing activities for the period ended June 30, 2020.
LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)
The Company's future revenues, if any, are expected to be from the mining and sale of mineral products or interests related there to. The economics of developing and producing mineral products are affected by many factors including the cost of operations, variations in the grade of ore mined, and the price of metals. Depending on the price of metals, the Company may determine that it is impractical to continue commercial production. The price of metals has fluctuated widely in recent years and is affected by many factors beyond the Company's control including changes in international investment patterns and monetary systems, economic growth rates, political developments, the extent of sales or accumulation of reserves by governments and shifts in private supplies of and demands for metals. The supply of metals consists of a combination of mine production, recycled material, and existing stocks held by governments, producers, financial institutions and consumers. If the market price for metals falls below the Company's full production costs and remains at such levels for any sustained period of time, the Company will experience losses and may decide to discontinue operations or development of other projects or mining at one or more of its properties at that time.
Other than the above-mentioned current liabilities, the Company has no short-term capital spending requirements and future plans and expectations are based on the assumption that the Company will realize its assets and discharge its liabilities in the normal course of business rather than through a process of forced liquidation. There can be no assurance that the Company will be able to obtain adequate financing in the future or if available that such financing will be on acceptable terms. If adequate financing is not available when required, the Company may be required to delay, scale back or eliminate various programs and may be unable to continue in operation. The Company may seek such additional financing through debt or equity offerings. Any equity offering will result in dilution to the ownership interests of the Company's shareholders and may result in dilution to the value of such interests.
LIQUIDITY AND CAPITAL RESOURCES – CASH FLOW
OPERATING ACTIVITIES:
Cash used in operating activities for the period ended June 30, 2020 and 2019 were \$Nil. During the period ended June 30, 2020, the Company did not use any cash for its operations.
INVESTING ACTIVITIES:
The Company had no cash investing activities for the periods ended June 30, 2020 and 2019.
FINANCING ACTIVITIES:
Cash provided by financing activities for the period ended June 30, 2020 was \$232,700 as compared to \$Nil in the comparative period. 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.
TRANSACTIONS WITH RELATED PARTIES
The Directors and Executive Officers of the Company are as follows:
| Ron Miles | Chief Executive Officer, Director and President and FormerCFO |
|---|---|
| Barry Bergstrom | Chief Financial Officer |
| Derrick Gaon | Corporate Secretary and Treasurer |
| Richard Palone | Former Chief Executive Officer, Chief Financial Officer and Director |
| Brendan Purdy | Director |
| Joel Scodnick | Director |
| Rukie Liyanage | Former Director |
The Company entered into the following transactions with related parties:
As at June 30, 2020, the Company owed \$73,964 (September 30, 2019 - \$99,640) to directors and officers which is included in accounts payable and accrued liabilities, the breakdown is as follows:
| June 30, | September 30, | |
|---|---|---|
| 2020 | 2019 | |
| Ron Miles, CEO | \$ 6,000 |
\$ - |
| Brendan Purdy, director | 396 | 396 |
| Derrick Gaon, Corporate Secretary | 67,568 | 99,244 |
| Total | \$ 73,964 |
\$ 99,640 |
During the period ended June 30, 2020, the Company converted amounts owed to the Derrick Gaon into a loan payable which has a balance of \$93,478 as at June 30, 2020.
As at June 30, 2020, the Company had prepaid expenses of \$20,000 recorded for Purdy Law Corporation, a company controlled by Brendan Purdy, a director, and \$5,000 for Paolone Law Professional Corporation, a company controlled by Richard Palone, a former director.
The following table lists the compensation costs paid directly or to companies controlled by key management personnel for the period ended June 30, 2020 and 2019:
| Nine months ended, | June 30, 2020 |
June 30, 2019 |
|---|---|---|
| Management fees paid to Ron Miles | \$ 6,000 |
\$ - |
| Total | \$ 6,000 |
\$ - |
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.
FINANCIAL INSTRUMENTS AND RISKS
The Company's financial instruments consist of cash and cash equivalents, receivables, loans payable, contingent consideration and accounts payable and accrued liabilities. The fair value of these financial instruments approximates their carrying values, unless otherwise noted.
The Company's risk exposures and the impact on the Company's financial instruments are summarized below:
FINANCIAL INSTRUMENTS AND RISKS (CONTINUED)
Credit risk
Credit risk arises from the non-performance by counterparties of contractual financial obligations. The Company's exposure to credit risk includes cash. The Company reduces its credit risk by maintaining its bank accounts at large international financial institutions. The maximum exposure to credit risk is equal to the fair value or carrying value of the financial assets. The Company has assessed credit risk as low.
Liquidity risk
Liquidity risk is the risk that the Company will not have sufficient liquidity to meet its financial obligations as they come due. The Company has a planning and budgeting process in place to help determine the funds required to support the Company's normal operating requirements on an ongoing basis. The Company cautions that there are no cash flows from operations. The Company feels that its current cash holdings is adequate to meet its anticipated short-term obligations.
Historically, the Company's sole source of funding has been the issuance of equity securities for cash, primarily through private placements. The Company's access to financing is always uncertain. There can be no assurance of continued access to significant equity funding. As at June 30, 2020, the Company had a cash balance of \$255,200 (September 30, 2019 - \$22,500) to settle current liabilities of \$79,263 (September 30, 2019 - \$99,640).
Market risk
Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign currency and price risk.
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 the market interest rates. The Company has no material exposure at September 30, 2019 to interest rate risk through its financial instruments.
b) Foreign currency risk
Foreign currency risk is the risk that the fair values of future cash flows of a financial instrument will fluctuate because they are denominated in currencies that differ from the respective functional currency is low.
c) Price risk
The Company's exposure to price risk with respect to commodity and equity prices is minimal due to the fact that the Company is still in the exploration stage with no earnings. 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. Commodity price risk is defined as the potential adverse impact on earnings and economic value due to commodity price movements and volatilities. The Company intends to closely monitor commodity prices of gold and other precious and base metals, individual equity movements, and the stock market to determine the appropriate course of action to be taken by the Company when warranted.
OTHER INFORMATION
Off Balance Sheet Items
The Company has no off-balance sheet arrangements.
Going Concern
These financial statements have been prepared on a going-concern basis, which assumes the realization of assets and liquidation of liabilities in the normal course of business. Several material uncertainties lend significant doubt on the validity of this assumption. The Company has incurred losses since inception and has no current source of revenue. Continuing operations, as intended, are dependent on management's ability to raise required funding through future equity issuances, its ability to acquire resource property or business interests and develop profitable operations or a combination thereof, which is not assured given the volatile and uncertain financial markets. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. At June 30, 2020, the Company had a deficit of \$154,263 (September 3, 2019 - \$99,640) and working capital of \$200,937 (September 30, 2019 - working capital deficit of \$77,140). There can be no assurance that the Company will be able to continue to raise funds, in which case the Company may be unable to meet its obligations. Should the Company be unable to continue as a going concern, the net realizable values of its assets may be materially less than the amounts recorded on the condensed interim statements of financial position.
There can be no assurance that the Company will be able to continue to raise funds, in which case the Company may be unable to meet its obligations. Should the Company be unable to continue as a going-concern, the net realizable values of its assets may be materially less than the amounts recorded on the statement of financial position.
Management of capital
The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern in order to pursue suitable business opportunities and to maintain a flexible capital structure for its projects for the benefit of its stakeholders. As the Company is in the exploration stage and has not achieved commercial operations from its projects, its principal source of funds is from the issuance of common shares.
In the management of capital, the Company includes the components of shareholders' equity (deficiency). The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares, enter into joint venture property arrangements, acquire or dispose of assets or adjust the amount of cash and cash equivalents and investments.
In order to facilitate the management of its capital requirements, the Company prepares monthly and annual expenditure budgets that are updated as necessary depending on various factors, including successful capital deployment and general industry conditions. The annual and updated budgets are approved by the Board of Directors. The Company's investment policy is to invest its cash in highly liquid short-term interest-bearing investments with maturities of three months or less from the original date of acquisition, selected with regards to the expected timing of expenditures from continuing operations. The Company is uncertain as to whether its current capital resources will be sufficient to carry its exploration and development plans and operations through its current operating period and, accordingly, management is reviewing the timing and scope of current exploration plans and is also pursuing other financing alternatives to fund the Company's operations.
The Company is not currently subject to externally imposed capital requirements. There are no changes in the Company's approach to capital management.
Outstanding Share Data
The table below presents the Company's common share data as of the date of this MD&A.
| Number | |
|---|---|
| Common Shares, issued and outstanding | 15,200,000 |
| Stock options convertible into common shares | - |
| Warrants | - |
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.
RISKS AND UNCERTAINTIES
Early Stage – Need for Additional Funds
The Company has no history of profitable operations and its present businessis at an early stage. Assuch, the Company is subject to many risks common to such enterprises, including undercapitalization, cash shortages and limitations with respect to personnel, financial and other resources and the lack of revenues. There is no assurance that the Company will be successful in achieving a return on shareholders' investments and the likelihood of success must be considered in light of its early stage of operations. The Company has no source of operating cash flow and no assurance that additional funding will be available to it for further exploration and development of its projects when required. Although the Company has been successful in the past in obtaining financing through the sale of equity securities, there can be no assurance that the Company will be able to obtain adequate financing in the future or that the terms of such financing will be favorable, especially in today's volatile and uncertain financial markets. Failure to obtain such additional financing could result in the delay or indefinite postponement of further exploration and development of its properties.
Exploration and Development
Exploration for minerals is a speculative venture involving substantial risk. There is no certainty that the expenditures made by the Company will result in discoveries of commercial metal reserves.
Mining and development risks always accompany anticipated rewards, and uncertainties always exist where mineral properties are concerned. Uncertainties include the size, grade and recovery of naturally occurring mineral deposits. Although exploration and development efforts can outline a mineral deposit with a degree of certainty, ultimate grade and tonnages are never fully known until mining has been completed. Metal prices are also a significant factor in the development decision for a mineral property, as a mine may not be economically feasible in a period of depressed prices. Factors beyond the control of the Company may affect the marketability of any minerals discovered. Pricing is affected by numerous factors such as international economic and political trends, global or regional consumption and demand patterns, and increased production by current producers.
Operating Hazards and Risks
Mining operations involve many risks, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. In the course of exploration, development and production of mineral properties, certain risks, and in particular, unexpected or unusual geological operating conditions including rock bursts, cave-ins, fires, flooding and earthquakes may occur. Operations in which the Company has a direct or indirect interest will be subject to all the hazards and risks normally incidental to exploration, development and production of metals, any of which could result in damage to or destruction of mines and other producing facilities, damage to life and property, environmental damage and possible legal liability for any or all damage.
RISKS AND UNCERTAINTIES (CONTINUED)
Foreign Country and Political Risk
The Company might from time to time pursue mineral properties in unstable political or economic countries. The Company would be subject to certain risks, including currency fluctuations and possible political or economic instability in certain jurisdictions, which may result in the impairment or loss of mineral concessions or other mineral rights. Mineral exploration and mining activities may be affected in varying degrees by political instability and government regulations relating to the mining industry. Any changes in regulations or shifts in political attitudes may also adversely affect the Company's business. Exploration may be affected in varying degrees by government regulations with respect to restrictions on future exploitation and production, price controls, export controls, foreign exchange controls, income taxes, expropriation of property, environmental legislation and mine and/or site safety. The Company does not presently own/pursue foreign exploration projects.
Title Risks
Title to exploration and evaluation assets involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyancing history characteristic of many mineral properties. The Company has investigated title to all of its mineral properties and, to the best of its knowledge, title to all of its properties are in good standing.
Competition and Agreements with Other Parties
The mining industry is intensely competitive in all its phases. The Company competes with other companies that have greater financial resources and technical capacity. Competition could adversely affect the Company's ability to acquire suitable properties or prospects in the future.
The Company may, in the future, be unable to meet its share of costs incurred under agreements to which it is a party, and it may have its interest in the properties subject to such agreements reduced as a result. Also, if other parties to such agreements do not meet their share of such costs, the Company may not be able to finance the expenditures required to complete recommended programs.
Environmental Regulations, Permits and Licenses
The Company's operations are subject to various laws and regulations governing the protection of the environment, exploration, development, production, taxes, labour standards, occupational health and safety, waste disposal, and other matters. Environmental legislation provides for restrictions and prohibitions on spills, releases or emissions of various substances produced in association with certain mining industry operations, such as seepage from tailings disposal areas, which would result in environmental pollution. A breach of such legislation may result in impositions of fines and penalties. In addition, certain types of operations require the submission and approval of environmental impact assessments. Environmental legislation is evolving in a direction of stricter standards, and enforcement, and higher fines and penalties for non-responsibility for companies including its directors, officers and employees. The cost of compliance with changes in governmental regulations has the potential to reduce the profitability for the Company and its directors, officers and employees. The Company intends to fully comply with all environmental regulations.
Failure to comply with applicable laws, regulations, and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in mining operations may be required to compensate those suffering loss or damage by reason of mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations and, in particular, environmental laws.
RISKS AND UNCERTAINTIES (CONTINUED)
Amendments to current laws, regulations and permits governing operations and activities of mining companies, or more stringent implementation thereof, could have a material adverse impact on the Company and cause increases in capital expenditures or productions costs or reduction in levels of productions at producing properties, or requirements abandonment, or delays in development of new mining properties.
Price Volatility of Public Stock
In recent years, securities markets have experienced extremes in price and volume volatility. The market price of securities of many early stage companies, among others, have experienced fluctuations in price which may not necessarily be related to the operating performance, underlying asset values or prospects of such companies. It may be anticipated that any market for the Company's shares will be subject to market trends generally and the value of the Company's shares on a stock exchange may be affected by such volatility.
Economic Conditions
Unfavorable economic conditions may negatively impact the Company's financial viability as a result of increased financing costs and limited access to capital markets.
Dependence on Management
The Company is very dependent upon the personal efforts and commitment of its existing management. To the extent that management's services would be unavailable for any reason, a disruption to the operations of the Company could result, and other persons would be required to manage and operate the Company.
Conflicts of Interest
The Company's directors and officers may serve as directors and officers or may be associated with other reporting companies or have significant shareholdings in other public companies. To the extent that such other companies may participate in business or asset acquisitions, dispositions, or ventures in which the Company may participate, the directors and officers of the Company may have a conflict of interest in negotiating and concluding terms respecting the transaction. If a conflict of interest arises, the Company will follow the provisions of the Business Corporations Act, British Columbia ("Corporations Act") in dealing with conflicts of interest. These provisions state, where a director/officer has such a conflict, that the director/officer must at a meeting of the board, disclose his interest and refrain from voting on the matter unless otherwise permitted by the Corporations Act. In accordance with the laws of the Province of British Columbia, the directors and officers of the Company are required to act honestly, in good faith and in the best interests of the Company.
ADDITIONAL DISCLOSURES
Additional disclosure concerning the Company's general and administrative expenses and exploration and evaluation costs is provided in the Company's statement of loss and note disclosures contained in its financial statements for the period ended June 30, 2020. These statements are available on SEDAR - Site accessed throughwww.sedar.com.
Dividends
The Company has no earnings or dividend record and is unlikely to pay any dividends in the foreseeable future as it intendsto employ available funds for mineral exploration and development. Any future determination to pay dividends will be at the discretion of the board of directors and will depend on the Company's financial condition, results of operations, capital requirements and such other factors as the board of directors deem relevant
Nature of the Securities
The purchase of the Company's securities involves a high degree of risk and should be undertaken only by investors whose financial resources are sufficient to enable them to assume such risks. The Company's securities should not be purchased by persons who cannot afford the possibility of the loss of their entire investment. Furthermore, an investment in the Company's securities should not constitute a major portion of an investor's portfolio.
ADDITIONAL DISCLOSURES (CONTINUED)
Proposed Transactions
There are currently no significant proposed transactions except as otherwise disclosed in this MD&A. Confidentiality agreements and non-binding agreements may be entered into from time to time, with independent entities to allow for discussions of the potential acquisition and/or development of certain properties.
Approval
The Board of Directors oversees management's responsibility for financial reporting and internal control systems through an Audit Committee. This Committee meets periodically with management and annually with the independent auditors to review the scope and results of the annual audit and to review the financial statements and related financial reporting and internal control matters before the financial statements are approved by the Board of Directors and submitted to the shareholders of the Company. The Board of Directors of the Company has approved the financial statements and the disclosure contained in this MD&A. A copy of this MD&A will be provided to anyone who requests it.
Forward Looking Information
Certain statements in this document constitute "forward-looking statements" and are based on current expectations and involve risks and uncertainties, referred to above and or in the Company's financial statements, that could cause actual events or results to differ materially from estimated or anticipated events or results reflected in the forwardlooking statements. Examples of such forward looking statements include statements regarding financial results and expectations for fiscal 2020, future anticipated results of exploration programs and development programs including, but not limited to, the geology, grade and continuity of mineral deposits and conclusions of economic evaluations, and the possibility that future exploration, development or mining results will not be consistent with the Company's expectations, metal prices, demand for metals, currency exchange rates, political and operational risks inherent in mining or development activities, legislative factors relating to prices, taxes, royalties, land use, title and permits, importing and exporting of minerals, environmental protection, expenditures on property, plant and equipment, increases and decreases in reserves and/or resources and anticipated grades and recovery rates and are or may be based on assumptions and/or estimates related to future economic, market and other conditions. This list is not exhaustive and should be considered carefully by prospective investors, who should not place undue reliance on such forwardlooking statements.
Factors that could cause actual results, developments or events to differ materially from those anticipated include, among others, the factors described or referred to elsewhere herein including, without limitation, under the heading "Risks and Uncertainties" and/or the financial statements and include unanticipated and/or unusual events as well as actual results of planned exploration and development programs and associated risk. Many of such factors are beyond the Company's ability to control or predict. Actual results may differ materially from those anticipated. Readers of this MD&A are cautioned not to put undue reliance on forward looking statements due to their inherent uncertainty.
Forward-looking statements are made based upon management's beliefs, estimates and opinions on the date the statements are made, which management believes are reasonable, and the Company undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as otherwise required by applicable law. These forward-looking statements should not be relied upon as representing management's views as of any date subsequent to the date of this MD&A. Additional information, including interim and annual financial statements, the management information circulars and other disclosure documents, may also be examined and/or obtained through the Internet by accessing the Canadian System for Electronic Document Analysis and Retrieval ("SEDAR") website at www.sedar.com.
SCHEDULE "C"
AUDITED FINANCIAL STATEMENTS OF
EVOLUTION GLOBAL FRONTIER
VENTURES CORP. 2019
[ATTACHED]
EVOLUTION GLOBAL FRONTIER VENTURES CORP. (formerly Ascension Exploration Inc.)
FINANCIAL STATEMENTS (Expressed in Canadian Dollars)
FOR THE YEAR ENDED SEPTEMBER 30, 2019 AND 2018
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, 2019 and September 30, 2018, and the statements of loss and comprehensive loss, statements of cash flows and statements of changes in equity for the years ended September 30, 2019 and September 30, 2018, 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, 2019 and September 30, 2018, and its financial performance and its cash flow for the years ended September 30, 2019 and September 30, 2018 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 \$33,489 during the period ended September 30, 2019 and, as of that date, the Company had not yet achieved profitable operations, had accumulated losses of \$99,640 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 determinesis necessary to enable the preparation of financialstatements that are free from material misstatement, whether due to fraud orerror.
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. Ialso:
• 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 overrideof 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 expressingan opinion on the effectivenessof the Company'sinternal 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 thedate ofmy auditor'sreport. However, future events or conditions may cause the Companyto 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 statementsrepresentthe underlyingtransactions and events in a mannerthat 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 September 1, 2020
EVOLUTION GLOBAL FRONTIER VENTURES CORP. (formerly Ascension Exploration Inc.) STATEMENTS OF FINANCIAL POSITION
As at September 30, 2019 and 2018 (Expressed in Canadian Dollars)
| As at, | September 30, | September 30, 2018 |
|
|---|---|---|---|
| ASSETS | |||
| Current | |||
| Cash | \$ | 22,500 | \$ 22,500 |
| TOTAL ASSETS | \$ | 22,500 | \$ 22,500 |
| LIABILITIES AND SHAREHOLDERS' DEFICIENCY Current Accounts payable and accrued liabilities (Notes 4 and 5) |
\$ | 99,640 | \$ 66,151 |
| Total Liabilities | 99,640 | 66,151 | |
| Shareholders' Deficiency Share capital (Note 6) Deficit |
22,500 (99,640) |
22,500 (66,151) |
|
| Total shareholders' deficiency | (77,140) | (43,651) | |
| TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIENCY | \$ | 22,500 | \$ 22,500 |
| Nature and continuance of operations (Note 1) |
Subsequent events (Note 10)
Approved and authorized by the Board on September 1, 2020:
| "Brendan Purdy" | Director | "Ron Miles" | Director |
|---|---|---|---|
| Brendan Purdy | Ron Miles |
EVOLUTION GLOBAL FRONTIER VENTURES CORP. (formerly Ascension Exploration Inc.) STATEMENTS OF LOSS AND COMPREHENSIVE LOSS
For the years ended September 30, 2019 and 2018
(Expressed in Canadian Dollars)
| Year Ended September30, 2019 |
Year Ended September30, 2018 |
|
|---|---|---|
| EXPENSES Consulting fees Registration, filing and transfer agent fees |
\$ 33,401 88 |
\$ 32,755 44 |
| Loss and comprehensive loss for theyear | \$ (33,489) |
\$ (32,799) |
| Basic and diluted loss per commonshare | \$ (0.01) |
\$ (0.01) |
| Weighted average number of common shares outstanding | 4,500,000 | 4,500,000 |
EVOLUTION GLOBAL FRONTIER VENTURES CORP. (formerly Ascension Exploration Inc.) STATEMENTS OF CASH FLOWS
For the years ended September 30, 2019 and 2018
(Expressed in Canadian Dollars)
| Year ended, | September 30, 2019 |
September 30, 2018 |
||
|---|---|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES Loss for the year |
\$ | (33,489) | \$ | (32,799) |
| Changes in non-cash working capital items: Accounts payable and accrued liabilities |
33,489 | 32,799 | ||
| Net cash used in operating activities | - | - | ||
| Change in cash for the year Cash, beginning of year |
- 22,500 |
- 22,500 |
||
| Cash, end of year | \$ | 22,500 | \$ | 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, 2019 and 2018 (Expressed in Canadian Dollars)
| ShareCapital | ||||
|---|---|---|---|---|
| Number | Amount | Deficit | Total | |
| Balance at September 30, 2017 | 4,500,000 | \$ 22,500 | \$ (33,352) |
\$ (10,852) |
| Loss for the year | - | - | (32,799) | (32,799) |
| Balance at September 30, 2018 | 4,500,000 | \$ 22,500 | \$ (66,151) |
\$ (43,651) |
| Loss for the year | - | - | (33,489) | (33,489) |
| Balance at September 30, 2019 | 4,500,000 | \$22,500 | \$(99,640) | \$(77,140) |
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, 2019, the Company had not yet achieved profitable operations, had accumulated losses of \$99,640 (2018 - \$66,151) 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 operationsin the future and repay itsliabilities arising from normal business operations asthey 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 judgmentsandestimates
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.
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.
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 incomprehensiveloss.
3. SIGNIFICANT ACCOUNTING POLICIES (CONT'D)
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 incomestatement.
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 atFVTPL.
The Company completed a detailed assessment of its financial assets and liabilities as at September 30, 2019. The following table shows the classifications under IFRS 9:
| New classification | |
|---|---|
| IFRS 9 | |
| Cash | FVTPL |
| Accounts payable and accrued | |
| liabilities | Amortized cost |
The adoption of IFRS 9 resulted in no impact to the Company's financial statements.
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.
3. SIGNIFICANT ACCOUNTING POLICIES(CONT'D)
Financial assets and liabilities atFVTPL
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 hasincreased 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.
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.
3. SIGNIFICANT ACCOUNTING POLICIES (CONT'D)
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 beutilized.
Accounting Standards Issued But Not Yet Effective
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 asit is required by IAS 17. The standard is effective for annual periods beginning on or after January 1, 2019. The Company is currently analyzing the impact, if any, this new standard may have on the Company's financialstatements.
4. ACCOUNTS PAYABLES AND ACCRUED LIABILITIES
The Company's accounts payable and accrued liabilities are as follows:
| September 30, 2019 |
September 30, 2018 |
|
|---|---|---|
| Trade payables (Note 5) | \$ 99,640 |
\$ 66,151 |
| Total | \$ 99,640 |
\$ 66,151 |
5. RELATED PARTY TRANSACTIONS
The Company entered into the following transactions with related parties:
As at September 30, 2019, the Company owed \$99,640 (2018 - \$66,151) to directors and officers which is included in accounts payable and accrued liabilities (Note 4), the breakdown is as follows:
| September 30, | September 30, | |
|---|---|---|
| 2019 | 2018 | |
| Director | \$ 396 |
\$ 396 |
| Corporate secretary | 99,244 | 65,755 |
| Total | \$ 99,640 |
\$ 66,151 |
The remuneration of directors and key management personnel were \$Nil during the year ended September 30, 2019 and 2018.
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.
6. SHARE CAPITAL AND RESERVES
a) Authorized share capital
As at September 30, 2019, 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 years ended September 30, 2018 and 2019:
No shares were issued.
c) Warrants
As at September 30, 2019 the Company had Nil outstanding warrants and no warrant transactions during the years ended September 30, 2018 and 2019.
7. SEGMENTED INFORMATION
TheCompanyoperatesin one reportable operating segment, being the acquisition and exploration of mineral properties in Canada. Asthe operations comprise a single reporting segment, amounts disclosed also representsegment amounts.
8. 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.
8. FINANCIAL AND CAPITAL RISK MANAGEMENT (CONTINUED)
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 fair value of the Company's financial instruments has been classified within the fair value hierarchy as at September 30, 2019 as follows:
| 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.
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.
8. FINANCIAL AND CAPITAL RISK MANAGEMENT (CONTINUED)
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, isreasonable.
9. 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:
| 2019 | 2018 | |||||
|---|---|---|---|---|---|---|
| Statutory tax rate | 27.0% | 27.0% | ||||
| Loss before income taxes | \$ | (33,489) | \$ | (32,799) | ||
| Expected income tax recovery Increase (decrease) in income tax recovery resulting from: |
(9,042) | (8,856) | ||||
| Items deductible and not deductible for income tax purposes Current and prior tax attributes not recognized |
9,042 | - | - 8,856 |
|||
| Deferred income tax recovery | \$ | - | \$ | - | ||
| Details of deferred tax assets are as follows: | 2019 | 2018 | ||||
| Non-capital and capital losses Less: Unrecognized deferred tax assets |
\$ | 26,903 (26,903) |
\$ | (17,861) | 17,861 | |
| \$ | - | \$ | - |
The Company has approximately \$99,000 of non-capital losses available, which begin to expire in 2037 through to 2039 and may be applied against future taxable income. At September 30, 2019, 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.
10. SUBSEQUENT EVENTS
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 entered a settlement agreement with the Company's corporate secretary and converted accounts payable of \$100,000 into a \$100,000 Loan. The Loan bears simple interest of 10% and has an 18 month term. No interest payments are due until the term of the loan.
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.
On June 1, 2020, 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:
- a. \$10 on signing of the agreement on June 1, 2020 (the "signing date") agreed to have been paid and received;
- b. \$20,000 on the first day of listed trading on any Canadian Stock Exchange ("Listing Date") (paid subsequent to period end);
- c. \$10,000 on first anniversary of ListingDate;
- d. \$10,000 on second anniversary of Listing Date;
- e. \$25,000 on third anniversary of Listing Date;
- f. \$50,000 on fourth anniversary of ListingDate;
- b) Shares issued to the vendor as follows:
- a. 1% shares of total float on Listing Date*;
- b. 1% shares of total float on the first anniversary of ListingDate;
- c. 1% shares of total float on the second anniversary of ListingDate;
- d. 1% shares of total float on the third anniversary of ListingDate;
- e. 1% shares of total float on the fourth anniversary of ListingDate;
*The shares will be subject to a twelve month escrow period 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 asfollows:
- a. \$125,000 in year 1 in the first year from listing by December31,2020;
- b. \$150,000 additional by the first anniversary of ListingDate;
- c. \$250,000 additional by the second anniversary of ListingDate;
- d. \$250,000 additional by the third anniversary of ListingDate;
- e. \$350,000 additional by the fourth anniversary of ListingDate;
10. SUBSEQUENT EVENTS (CONT'D)
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.
SCHEDULE "D"
MANAGEMENT DISCUSSION AND ANALYSIS OF THE CORPORATION FOR THE YEAR ENDED SEPTEMBER 30, 2019.
[ATTACHED]
EVOLUTION GLOBAL FRONTIER VENTURES CORP. (formerly Ascension Exploration Inc.)
Management's Discussion and Analysis
For the Year Ended September 30, 2019
EVOLUTION GLOBAL FRONTIER VENTURES CORP. (formerly Ascension Exploration Inc.) MANAGEMENT'S DISCUSSION & ANALYSIS FOR THE YEAR ENDED SEPTEMBER 30, 2019 AND 2018
This management's discussion and analysis provides an analysis of ourfinancialsituation which will enable the reader to evaluate important variations in our financial situation for the year ended September 30, 2019, compared to the year ended September 30, 2018. This report prepared as at September 14, 2020 intends to complement and supplement our audited financial statements (the "financial statements") as at September 30, 2019 and should be read in conjunction with the financial statements and the accompanying notes.
Our financial statements and the management's discussion and analysis are intended to provide a reasonable base for the investor to evaluate our financial situation.
Our financial statements have been prepared using accounting policies consistent with International Financial Reporting Standards ("IFRS"). All dollar amounts contained in this MD&A are expressed in Canadian dollars, unless otherwise specified.
Where we say "we", "us", "our", the "Company" or "Evolution", we mean Evolution Global Frontier Ventures Corp. as it may apply.
OVERVIEW AND DESCRIPTION OF BUSINESS
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 Company is engaged in the business of acquiring, exploring and developing natural resource properties, with a focus on precious mineral properties/projects which have the potential for both near-term cash flow and significant exploration upside potential. The Company is considered to be in the exploration stage as it has not placed any mineral properties into production.
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.
CORPORATE DEVELOPMENTS AND SIGNIFICANT TRANSACTIONS AND FACTORS AFFECTING RESULTS OF OPERATIONS
• The Company had minimal transactions during the year, however expenses were incurred during the year in preparation with private placements and mineral property option agreement occurring subsequent to the year end.
Subsequent to the year end:
- 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.
CORPORATE DEVELOPMENTS AND SIGNIFICANT TRANSACTIONS AND FACTORS AFFECTING RESULTS OF OPERATIONS (CONTINUED)
- On June 30, 2020, the Company entered a settlement agreement with the Company's corporate secretary and converted accounts payable of \$100,000 into a \$100,000 Loan. The Loan bears simple interest of 10% and has an 18 month term. No interest payments are due until the term of the loan.
- 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.
- On June 1, 2020, 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 Oba area of the Province of Ontario:
The terms of the option agreement are:
Total cash payments of \$115,000 to the vendor:
- o \$10 on signing of the agreement on June 1, 2020 (the "signing date") agreed to have been paid and received;
- o \$20,000 on the first day of listed trading on any Canadian Stock Exchange ("Listing Date") (paid on July 27, 2020);
- o \$10,000 on first anniversary of Listing Date;
- o \$10,000 on second anniversary of Listing Date;
- o \$25,000 on third anniversary of Listing Date;
- o \$50,000 on fourth anniversary of Listing Date;
Shares issued to the vendor as follows:
- o 1% shares of total float on Listing Date*;
- o 1% shares of total float on the first anniversary of Listing Date;
- o 1% shares of total float on the second anniversary of Listing Date;
- o 1% shares of total float on the third anniversary of Listing Date;
- o 1% shares of total float on the fourth anniversary of Listing Date;
*The shares will be subject to a twelve month escrow period where the shares are subject to return to the Company for a cash sum of \$20,000 at anytime within the escrow period.
Incurring total work expenditures of \$1,125,000 on the property as follows:
- o \$125,000 in year 1, in the first year from the Listing Date;
- o \$150,000 additional by the first anniversary of Listing Date;
- o \$250,000 additional by the second anniversary of Listing Date;
- o \$250,000 additional by the third anniversary of Listing Date;
- o \$350,000 additional by the fourth anniversary of Listing Date;
Use of proceeds
Mineral Properties
The Company intends to use the net proceeds of the October 2019 and June 2020 private placements on qualifying Canadian Exploration Expenditures pursuant to the Income Tax Act (Canada), to further explore the Company's exploration and evaluation assets and initiate a multi-phase exploration program.
As of the date of this MD&A, the Company has begun to use the funds as intended. The Company will use the gross proceeds raised from the private placements to incur qualifying Canadian exploration expenditures on its projects.
OVERALL PERFORMANCE
The Company explores for precious minerals with an emphasis on gold. The Company has no earnings and therefore finances exploration and development activities by the sale of shares. The key determinants of the Company's operating results are the following:
- (a) success of its exploration and development programs and putting these into production;
- (b) the state of capital markets, which affects the ability of the Company to finance its exploration activities;
- (c) the market price of gold and silver; and
- (d) political and social issues which have affected and could further affect the ability of the Company to conduct exploration and mine development activities on its projects in Canada.
EXPLORATION AND DEVELOPMENT STRATEGY
During the year ended September 30, 2019 and the year ended September 30, 2018, the Company did not have any mineral properties.
Pichogen Property
The Company entered into an option agreement on June 1, 2020 for the Pichogen Property whereby it could earn a 90% interest subject to a 3.0% Net Smelter Return Royalty on precious metals and a 3.0% Gross Overriding Receipts on diamonds in one hundred and thirty eight (138) mineral claims situated in the Oba area of the Province ofOntario.
The terms of the option agreement are:
Total cash payments of \$115,000 to the vendor:
- \$10 on signing of the agreement on June 1, 2020 (the "signing date") agreed to have been paid and received;
- \$20,000 on the first day of listed trading on any Canadian Stock Exchange ("Listing Date") (paid on July 27, 2020);
- \$10,000 on first anniversary of Listing Date;
- \$10,000 on second anniversary of Listing Date;
- \$25,000 on third anniversary of Listing Date;
- \$50,000 on fourth anniversary of Listing Date;
Shares issued to the vendor as follows:
- 1% shares of total float on Listing Date*;
- 1% shares of total float on the first anniversary of Listing Date;
- 1% shares of total float on the second anniversary of Listing Date;
- 1% shares of total float on the third anniversary of Listing Date;
- 1% shares of total float on the fourth anniversary of Listing Date;
*The shares will be subject to a twelve month escrow period where the shares are subject to return to the Company for a cash sum of \$20,000 at anytime within the escrow period.
EXPLORATION AND DEVELOPMENT STRATEGY (CONTINUED)
Pichogen Property (Continued)
Incurring total work expenditures of \$1,125,000 on the property as follows:
- \$125,000 in year 1, in the first year from the Listing Date;
- \$150,000 additional by the first anniversary of Listing Date;
- \$250,000 additional by the second anniversary of Listing Date;
- \$250,000 additional by the third anniversary of Listing Date;
- \$350,000 additional by the fourth anniversary of 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.
As at September 30, 2019 the Company has not made cash payments, issued shares or incurred work expenditures on the property.
Through these acquisitions, the Company believes it has a unique opportunity based on the large area of the claims and potential strike length of a structure that could host a significant deposit if discovered.
Outlook
All the observations noted in the National Instrument 43-101 report lead to the conclusion that the property has very good gold potential that merits more thorough exploration, with emphasis on the part of the property covering the southern boundary of the Kabinakagami belt, where the Puskuta Shear zone may be the controlling factor in the gold mineralization.
Qualified Person
Mr. Joel Scodnick, B.Sc., P.Geo., a Qualified Person within the meaning of National Instrument 43-101, and a director of the Company, has reviewed the technical information in this MD&A.
CONSOLIDATED RESULTS OF OPERATIONS
All of the balances set out in this and following sections, including the Summary of quarterly results conform to IFRS standards.
| Three months ended | Twelve months ended | ||||
|---|---|---|---|---|---|
| September 30, 2019 |
September 30, 2018 |
September 30, 2019 |
September 30, 2018 |
||
| \$ | \$ | \$ | \$ | ||
| EXPENSES | |||||
| Consulting fees | - | 32,755 | 33,401 | 32,755 | |
| Registration, transfer agent and filing fees | - | - | 88 | 44 | |
| Net loss and comprehensive loss for the period | - | (32,755) | (33,489) | (32,799) |
For the year ended September 30, 2019 and September 30, 2018
The Company recorded a net loss of \$33,489 for the year ended September 30, 2019 compared to a net loss \$32,799 for the corresponding year in 2018. During the years ended September 30, 2019 and 2018 the Company paid independent consultants for their services to the Company. The two periods are comparable as the Company is still in the process of obtaining an option agreement during the year.
During the three month period ended September 30, 2019, the Company recorded \$Nil losses compared to a net loss in the comparative period of \$32,755. The difference is explained by the timing of expenses incurred, the total expenses for the year are comparable.
SUMMARY OF QUARTERLY RESULTS
The table below presents selected financial data for the Company's eight most recently completed quarters, all prepared in accordance with IFRS.
| Sep 30, 2019 \$ |
Jun 30, 2019 \$ |
Mar 31, 2019 \$ |
Dec 31 2018 \$ |
Sep 30 2018 \$ |
Jun 30 2018 \$ |
Mar 31 2018 \$ |
Dec 31 2017 \$ |
|
|---|---|---|---|---|---|---|---|---|
| Net income (loss) |
- | (13,401) | (10,088) | (10,000) | (32,755) | - | - | (44) |
| loss per share Balance Sheet |
0.00 | (0.00) | (0.00) | (0.00) | (0.01) | 0.00 | 0.00 | (0.00) |
| Total Assets | 22,500 | 22,500 | 22,500 | 22,500 | 22,500 | 22,500 | 22,500 | 22.500 |
Fluctuations in losses are mostly due to the timing of the expenditures being incurred. The amount and timing of expenses and availability of capital resources vary substantially from quarter to quarter, depending on the level of exploration activities being undertaken at any time and the availability of funding from investors or collaboration partners.
CONSULTING EXPENSES
The Company relies heavily on Consultants to achieve its goals on all facets of business and these industry consultants bring a wide range of expertise and connections to the Company. Consultants include Management, Administrative, Legal and other support roles. The Company continues to receive unrivalled support from its best in industry consultants.
During the year ended September 30, 2019, the Company engaged in business with the following consultants:
• Sunny State (Hong Kong) Ltd. who provided administrative services and assistance with management services for the Company as an independent consultant
CONSULTING EXPENSES (CONTINUED)
During the year ended September 30, 2019, no consulting fees were incurred from related parties. All consultants were paid in cash or are still owed cash during the period. As at September 30, 2019, the Company does not have a contract or obligation to continue using any consultant.
Subsequent to the year ended September 30, 2019, the Company entered into an agreement with Partum Advisory Services Corp., an independent consultant, who is expected to provide the same services as Sunny State (Hong Kong) Ltd. The Company may hire other consultants to provide services as necessary for its operations.
LIQUIDITY AND CAPITAL RESOURCES
The financial statements have been prepared on a going-concern basis, which assumes the realization of assets and liquidation of liabilities in the normal course of business. Continuing operations, as intended, are dependent on management's ability to raise required funding through future equity issuances, its ability to acquire resource property or business interests and develop profitable operations or a combination thereof, which is not assured, given today's volatile and uncertain financial markets. The Company may revise exploration and development programs depending on its working capital position.
As at September 30, 2019, the Company had a working capital deficit of \$77,140 (2018 – \$43,651) which consisted of cash of \$22,500 (2018 - \$22,500) less current liabilities, being accounts payable and accrued liabilities as at September 30, 2019 which amounted to \$99,640 (2018 - \$66,151). During the year, the Company had minimal transactions as it was preparing for private placements and obtaining an option agreement for mineral properties. Refer to the Financial Statements for more information on the use of cash in operating, investing and financing activities for the year ended September 30, 2019.
The Company's future revenues, if any, are expected to be from the mining and sale of mineral products or interests related there to. The economics of developing and producing mineral products are affected by many factors including the cost of operations, variations in the grade of ore mined, and the price of metals. Depending on the price of metals, the Company may determine that it is impractical to continue commercial production. The price of metals has fluctuated widely in recent years and is affected by many factors beyond the Company's control including changes in international investment patterns and monetary systems, economic growth rates, political developments, the extent of sales or accumulation of reserves by governments and shifts in private supplies of and demands for metals. The supply of metals consists of a combination of mine production, recycled material, and existing stocks held by governments, producers, financial institutions and consumers. If the market price for metals falls below the Company's full production costs and remains at such levels for any sustained period of time, the Company will experience losses and may decide to discontinue operations or development of other projects or mining at one or more of its properties at that time.
Other than the above-mentioned current liabilities, the Company has no short-term capital spending requirements and future plans and expectations are based on the assumption that the Company will realize its assets and discharge its liabilities in the normal course of business rather than through a process of forced liquidation. There can be no assurance that the Company will be able to obtain adequate financing in the future or if available that such financing will be on acceptable terms. If adequate financing is not available when required, the Company may be required to delay, scale back or eliminate various programs and may be unable to continue in operation. The Company may seek such additional financing through debt or equity offerings. Any equity offering will result in dilution to the ownership interests of the Company's shareholders and may result in dilution to the value of such interests.
LIQUIDITY AND CAPITAL RESOURCES – CASH FLOW
OPERATING ACTIVITIES:
Cash used in operating activities for the years ended September 30, 2019 and 2018 were \$Nil. During the years ended September 30, 2019 and 2018, the Company had minimal expenditures.
INVESTING ACTIVITIES:
The Company had no cash investing activities for the years ended September 30, 2019 and 2018.
FINANCING ACTIVITIES:
The Company had no cash financing activities for the years ended September 30, 2019 and 2018.
TRANSACTIONS WITH RELATED PARTIES
The Directors and Executive Officers of the Company are as follows:
| Ron Miles | Chief Executive Officer, Director and President and FormerCFO |
|---|---|
| Barry Bergstrom | Chief Financial Officer |
| Derrick Gaon | Corporate Secretary and Treasurer |
| Richard Palone | Former Chief Executive Officer, Chief Financial Officer and Director |
| Brendan Purdy | Director |
| Joel Scodnick | Director |
| Rukie Liyanage | Former Director |
The Company entered into the following transactions with related parties:
As at September 30, 2019, the Company owed \$99,640 (2018 - \$66,151) to directors and officers which is included in accounts payable and accrued liabilities, the breakdown is as follows:
| September 30, 2019 |
September 30, 2018 |
|
|---|---|---|
| Brendan Purdy, director Derrick Gaon, Corporate Secretary |
\$ 396 99,244 |
\$ 396 65,755 |
| Total | \$ 99,640 |
\$ 66,151 |
The remuneration of directors and key management personnel were \$Nil during the year ended September 30, 2019 and 2018.
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.
FINANCIAL INSTRUMENTS AND RISKS
The Company's financial instruments consist of cash and cash equivalents, receivables, loans payable, contingent consideration and accounts payable and accrued liabilities. The fair value of these financial instruments approximates their carrying values, unless otherwise noted.
The Company's risk exposures and the impact on the Company's financial instruments are summarized below:
Credit risk
Credit risk arises from the non-performance by counterparties of contractual financial obligations. The Company's exposure to credit risk includes cash. The Company reduces its credit risk by maintaining its bank accounts at large international financial institutions. The maximum exposure to credit risk is equal to the fair value or carrying value of the financial assets. The Company has assessed credit risk as low.
FINANCIAL INSTRUMENTS AND RISKS (CONTINUED)
Liquidity risk
Liquidity risk is the risk that the Company will not have sufficient liquidity to meet its financial obligations as they come due. The Company has a planning and budgeting process in place to help determine the funds required to support the Company's normal operating requirements on an ongoing basis. The Company cautions that there are no cash flows from operations. The Company feels that its current cash holdings is adequate to meet its anticipated short-term obligations.
Historically, the Company's sole source of funding has been the issuance of equity securities for cash, primarily through private placements. The Company's access to financing is always uncertain. There can be no assurance of continued access to significant equity funding. As at September, 2019, the Company had a cash balance of \$22,500 (2018 - \$22,500) to settle current liabilities of \$99,640 (2018 - \$66,151).
Market risk
Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign currency and price risk.
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 the market interest rates. The Company has no material exposure at September 30, 2019 to interest rate risk through its financial instruments.
b) Foreign currency risk
Foreign currency risk is the risk that the fair values of future cash flows of a financial instrument will fluctuate because they are denominated in currencies that differ from the respective functional currency is low.
c) Price risk
The Company's exposure to price risk with respect to commodity and equity prices is minimal due to the fact that the Company is still in the exploration stage with no earnings. 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. Commodity price risk is defined as the potential adverse impact on earnings and economic value due to commodity price movements and volatilities. The Company intends to closely monitor commodity prices of gold and other precious and base metals, individual equity movements, and the stock market to determine the appropriate course of action to be taken by the Company when warranted.
OTHER INFORMATION
Off Balance Sheet Items
The Company has no off-balance sheet arrangements.
Going Concern
These financial statements have been prepared on a going-concern basis, which assumes the realization of assets and liquidation of liabilities in the normal course of business. Several material uncertainties lend significant doubt on the validity of this assumption. The Company has incurred losses since inception and has no current source of revenue. Continuing operations, as intended, are dependent on management's ability to raise required funding through future equity issuances, its ability to acquire resource property or business interests and develop profitable operations or a combination thereof, which is not assured given the volatile and uncertain financial markets. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. At September 30, 2019, the Company had a deficit of \$99,640 (2018 - \$66,151) and working capital deficit of \$77,140 (2018 - \$43,651). There can be no assurance that the Company will be able to continue to raise funds, in which case the Company may be unable to meet its obligations. Should the Company be unable to continue as a going concern, the net realizable values of its assets may be materially less than the amounts recorded on the statements of financial position.
There can be no assurance that the Company will be able to continue to raise funds, in which case the Company may be unable to meet its obligations. Should the Company be unable to continue as a going-concern, the net realizable values of its assets may be materially less than the amounts recorded on the statement of financial position.
Management of capital
The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern in order to pursue suitable business opportunities and to maintain a flexible capital structure for its projects for the benefit of its stakeholders. As the Company is in the exploration stage and has not achieved commercial operations from its projects, its principal source of funds is from the issuance of common shares.
In the management of capital, the Company includes the components of shareholders' equity (deficiency). The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares, enter into joint venture property arrangements, acquire or dispose of assets or adjust the amount of cash and cash equivalents and investments.
In order to facilitate the management of its capital requirements, the Company prepares monthly and annual expenditure budgets that are updated as necessary depending on various factors, including successful capital deployment and general industry conditions. The annual and updated budgets are approved by the Board of Directors. The Company's investment policy is to invest its cash in highly liquid short-term interest-bearing investments with maturities of three months or less from the original date of acquisition, selected with regards to the expected timing of expenditures from continuing operations. The Company is uncertain as to whether its current capital resources will be sufficient to carry its exploration and development plans and operations through its current operating period and, accordingly, management is reviewing the timing and scope of current exploration plans and is also pursuing other financing alternatives to fund the Company's operations.
The Company is not currently subject to externally imposed capital requirements. There are no changes in the Company's approach to capital management.
Outstanding Share Data
The table below presents the Company's common share data as of the date of this MD&A.
| Number | |
|---|---|
| Common Shares, issued and outstanding | 15,200,000 |
| Stock options convertible into common shares | - |
| Warrants | - |
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.
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.
RISKS AND UNCERTAINTIES
Early Stage – Need for Additional Funds
The Company has no history of profitable operations and its present businessis at an early stage. Assuch, the Company is subject to many risks common to such enterprises, including undercapitalization, cash shortages and limitations with respect to personnel, financial and other resources and the lack of revenues. There is no assurance that the Company will be successful in achieving a return on shareholders' investments and the likelihood of success must be considered in light of its early stage of operations. The Company has no source of operating cash flow and no assurance that additional funding will be available to it for further exploration and development of its projects when required. Although the Company has been successful in the past in obtaining financing through the sale of equity securities, there can be no assurance that the Company will be able to obtain adequate financing in the future or that the terms of such financing will be favorable, especially in today's volatile and uncertain financial markets. Failure to obtain such additional financing could result in the delay or indefinite postponement of further exploration and development of its properties.
Exploration and Development
Exploration for minerals is a speculative venture involving substantial risk. There is no certainty that the expenditures made by the Company will result in discoveries of commercial metal reserves.
Mining and development risks always accompany anticipated rewards, and uncertainties always exist where mineral properties are concerned. Uncertainties include the size, grade and recovery of naturally occurring mineral deposits. Although exploration and development efforts can outline a mineral deposit with a degree of certainty, ultimate grade and tonnages are never fully known until mining has been completed. Metal prices are also a significant factor in the development decision for a mineral property, as a mine may not be economically feasible in a period of depressed prices. Factors beyond the control of the Company may affect the marketability of any minerals discovered. Pricing is affected by numerous factors such as international economic and political trends, global or regional consumption and demand patterns, and increased production by current producers.
RISKS AND UNCERTAINTIES (CONTINUED)
Operating Hazards and Risks
Mining operations involve many risks, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. In the course of exploration, development and production of mineral properties, certain risks, and in particular, unexpected or unusual geological operating conditions including rock bursts, cave-ins, fires, flooding and earthquakes may occur. Operations in which the Company has a direct or indirect interest will be subject to all the hazards and risks normally incidental to exploration, development and production of metals, any of which could result in damage to or destruction of mines and other producing facilities, damage to life and property, environmental damage and possible legal liability for any or all damage.
Foreign Country and Political Risk
The Company might from time to time pursue mineral properties in unstable political or economic countries. The Company would be subject to certain risks, including currency fluctuations and possible political or economic instability in certain jurisdictions, which may result in the impairment or loss of mineral concessions or other mineral rights. Mineral exploration and mining activities may be affected in varying degrees by political instability and government regulations relating to the mining industry. Any changes in regulations or shifts in political attitudes may also adversely affect the Company's business. Exploration may be affected in varying degrees by government regulations with respect to restrictions on future exploitation and production, price controls, export controls, foreign exchange controls, income taxes, expropriation of property, environmental legislation and mine and/or site safety. The Company does not presently own/pursue foreign exploration projects.
Title Risks
Title to exploration and evaluation assets involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyancing history characteristic of many mineral properties. The Company has investigated title to all of its mineral properties and, to the best of its knowledge, title to all of its properties are in good standing.
Competition and Agreements with Other Parties
The mining industry is intensely competitive in all its phases. The Company competes with other companies that have greater financial resources and technical capacity. Competition could adversely affect the Company's ability to acquire suitable properties or prospects in the future.
The Company may, in the future, be unable to meet its share of costs incurred under agreements to which it is a party, and it may have its interest in the properties subject to such agreements reduced as a result. Also, if other parties to such agreements do not meet their share of such costs, the Company may not be able to finance the expenditures required to complete recommended programs.
RISKS AND UNCERTAINTIES (CONTINUED)
Environmental Regulations, Permits and Licenses
The Company's operations are subject to various laws and regulations governing the protection of the environment, exploration, development, production, taxes, labour standards, occupational health and safety, waste disposal, and other matters. Environmental legislation provides for restrictions and prohibitions on spills, releases or emissions of various substances produced in association with certain mining industry operations, such as seepage from tailings disposal areas, which would result in environmental pollution. A breach of such legislation may result in impositions of fines and penalties. In addition, certain types of operations require the submission and approval of environmental impact assessments. Environmental legislation is evolving in a direction of stricter standards, and enforcement, and higher fines and penalties for non-responsibility for companies including its directors, officers and employees. The cost of compliance with changes in governmental regulations has the potential to reduce the profitability for the Company and its directors, officers and employees. The Company intends to fully comply with all environmental regulations.
Failure to comply with applicable laws, regulations, and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in mining operations may be required to compensate those
suffering loss or damage by reason of mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations and, in particular, environmental laws.
Amendments to current laws, regulations and permits governing operations and activities of mining companies, or more stringent implementation thereof, could have a material adverse impact on the Company and cause increases in capital expenditures or productions costs or reduction in levels of productions at producing properties, or requirements abandonment, or delays in development of new mining properties.
Price Volatility of Public Stock
In recent years, securities markets have experienced extremes in price and volume volatility. The market price of securities of many early stage companies, among others, have experienced fluctuations in price which may not necessarily be related to the operating performance, underlying asset values or prospects of such companies. It may be anticipated that any market for the Company's shares will be subject to market trends generally and the value of the Company's shares on a stock exchange may be affected by such volatility.
Economic Conditions
Unfavorable economic conditions may negatively impact the Company's financial viability as a result of increased financing costs and limited access to capital markets.
Dependence on Management
The Company is very dependent upon the personal efforts and commitment of its existing management. To the extent that management's services would be unavailable for any reason, a disruption to the operations of the Company could result, and other persons would be required to manage and operate the Company.
Conflicts of Interest
The Company's directors and officers may serve as directors and officers or may be associated with other reporting companies or have significant shareholdings in other public companies. To the extent that such other companies may participate in business or asset acquisitions, dispositions, or ventures in which the Company may participate, the directors and officers of the Company may have a conflict of interest in negotiating and concluding terms respecting the transaction. If a conflict of interest arises, the Company will follow the provisions of the Business Corporations Act, British Columbia ("Corporations Act") in dealing with conflicts of interest. These provisions state, where a director/officer has such a conflict, that the director/officer must at a meeting of the board, disclose his interest and refrain from voting on the matter unless otherwise permitted by the Corporations Act. In accordance with the laws of the Province of British Columbia, the directors and officers of the Company are required to act honestly, in good faith and in the best interests of the Company.
ADDITIONAL DISCLOSURES
Additional disclosure concerning the Company's general and administrative expenses and exploration and evaluation costs is provided in the Company's statement of loss and note disclosures contained in its financial statements for the year ended September 30, 2019. These statements are available on SEDAR - Site accessed through www.sedar.com.
Dividends
The Company has no earnings or dividend record and is unlikely to pay any dividends in the foreseeable future as it intendsto employ available funds for mineral exploration and development. Any future determination to pay dividends will be at the discretion of the board of directors and will depend on the Company's financial condition, results of operations, capital requirements and such other factors as the board of directors deem relevant
Nature of the Securities
The purchase of the Company's securities involves a high degree of risk and should be undertaken only by investors whose financial resources are sufficient to enable them to assume such risks. The Company's securities should not be purchased by persons who cannot afford the possibility of the loss of their entire investment. Furthermore, an investment in the Company's securities should not constitute a major portion of an investor's portfolio.
Proposed Transactions
There are currently no significant proposed transactions except as otherwise disclosed in this MD&A. Confidentiality agreements and non-binding agreements may be entered into from time to time, with independent entities to allow for discussions of the potential acquisition and/or development of certain properties.
Approval
The Board of Directors oversees management's responsibility for financial reporting and internal control systems through an Audit Committee. This Committee meets periodically with management and annually with the independent auditors to review the scope and results of the annual audit and to review the financial statements and related financial reporting and internal control matters before the financial statements are approved by the Board of Directors and submitted to the shareholders of the Company. The Board of Directors of the Company has approved the financial statements and the disclosure contained in this MD&A. A copy of this MD&A will be provided to anyone who requests it.
Forward Looking Information
Certain statements in this document constitute "forward-looking statements" and are based on current expectations and involve risks and uncertainties, referred to above and or in the Company's financial statements, that could cause actual events or results to differ materially from estimated or anticipated events or results reflected in the forwardlooking statements. Examples of such forward looking statements include statements regarding financial results and expectations for fiscal 2019, future anticipated results of exploration programs and development programs including, but not limited to, the geology, grade and continuity of mineral deposits and conclusions of economic evaluations, and the possibility that future exploration, development or mining results will not be consistent with the Company's expectations, metal prices, demand for metals, currency exchange rates, political and operational risks inherent in mining or development activities, legislative factors relating to prices, taxes, royalties, land use, title and permits, importing and exporting of minerals, environmental protection, expenditures on property, plant and equipment, increases and decreases in reserves and/or resources and anticipated grades and recovery rates and are or may be based on assumptions and/or estimates related to future economic, market and other conditions. This list is not exhaustive and should be considered carefully by prospective investors, who should not place undue reliance on such forwardlooking statements.
Factors that could cause actual results, developments or events to differ materially from those anticipated include, among others, the factors described or referred to elsewhere herein including, without limitation, under the heading "Risks and Uncertainties" and/or the financial statements and include unanticipated and/or unusual events as well as actual results of planned exploration and development programs and associated risk. Many of such factors are beyond the Company's ability to control or predict. Actual results may differ materially from those anticipated. Readers of this MD&A are cautioned not to put undue reliance on forward looking statements due to their inherent uncertainty.
ADDITIONAL DISCLOSURES (CONTINUED)
Forward Looking Information (Continued)
Forward-looking statements are made based upon management's beliefs, estimates and opinions on the date the statements are made, which management believes are reasonable, and the Company undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as otherwise required by applicable law. These forward-looking statements should not be relied upon as representing management's views as of any date subsequent to the date of this MD&A. Additional information, including interim and annual financial statements, the management information circulars and other disclosure documents, may also be examined and/or obtained through the Internet by accessing the Canadian System for Electronic Document Analysis and Retrieval ("SEDAR") website at www.sedar.com.
SCHEDULE "E"
AUDITED FINANCIAL STATEMENTS OF EVOLUTION GLOBAL FRONTIER VENTURES CORP. 2018
[ATTACHED]
EVOLUTION GLOBAL FRONTIER VENTURES CORP. (formerly Ascension Exploration Inc.)
FINANCIAL STATEMENTS (Expressed in Canadian Dollars)
FOR THE YEAR ENDED SEPTEMBER 30, 2018 AND THE PERIOD FROM INCORPORATION ON OCTOBER 13, 2016 TO SEPTEMBER 30, 2017
UNIT# 168 4300 NORTH FRASER WAY BURNABY, BC V5J 5J8
T:604.318.5465 F:778.375.4567
Adam Kim ADAM SUNG KIM LTD. CHARTERED PROFESSIONAL ACCOUNTANT
INDEPENDENT AUDITOR'S REPORT
To: the Shareholders of
Evolution Global Frontier Ventures Corp. (formerly Ascension Exploration Inc.)
I have audited the accompanying 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, 2018 and September 30, 2017, and the statements of loss and comprehensive loss, statements of cash flows and statements of changes in equity for the year ended September 30, 2018 and for the period from the date of incorporation October 13, 2016 to September 30, 2017, and a summary of significant accounting policies and other explanatory information.
Management's Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards, 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.
Auditors' Responsibility
My responsibility is to express an opinion on these financial statements based on my audit. I conducted my audit in accordance with Canadian generally accepted auditing standards. Those standards require that I comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements 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 entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of thefinancialstatements.
I believe that the audit evidence I have obtained in my audits is sufficient and appropriate to provide a basis for my audit opinion.
Opinion
In my opinion, the financial statements present fairly, in all material respects, the financial position of the Company as at September 30, 2018 and September 30, 2017, and its financial performance and its cash flow equity for the year ended September 30, 2018 and for the period from the date of incorporation October 13, 2016 to September 30, 2017 in accordance with International Financial Reporting Standards.
Emphasis of Matter
Without qualifying my opinion, I draw attention to Note 1 in the financial statements which indicates that the Company has incurred losses to date. This condition, along with other matters as set forth in Note 1, indicates the existence of a material uncertainty that may cast significantdoubt about the Company's ability to continue as a going concern.
"Adam Sung KimLtd." CharteredProfessionalAccountant
Burnaby, British Columbia September 1, 2020
EVOLUTION GLOBAL FRONTIER VENTURES CORP. (formerly Ascension Exploration Inc.) STATEMENTS OF FINANCIAL POSITION
As at September 30, 2018 and the period from incorporation on October 13, 2016 to September 30, 2017 (Expressed in Canadian Dollars)
| As at, | September 30, 2018 |
September 30, 2017 |
|
|---|---|---|---|
| ASSETS | |||
| Current | |||
| Cash | \$ | 22,500 | \$ 22,500 |
| Current assets | 22,500 | 22,500 | |
| TOTAL ASSETS | \$ | 22,500 | \$ 22,500 |
| LIABILITIES AND SHAREHOOLDERS' DEFICIENCY | |||
| Current | |||
| Accounts payable and accrued liabilities (Notes 4 and 5) | \$ | 66,151 | \$ 33,352 |
| Total Liabilities | 66,151 | 33,352 | |
| Shareholders' Deficiency | |||
| Share capital (Note 6) | 22,500 | 22,500 | |
| Deficit | (66,151) | (33,352) | |
| Total shareholders' deficiency | (43,651) | (10,852) | |
| TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIENCY | \$ | 22,500 | \$ 22,500 |
Nature and continuance of operations (Note 1) Subsequent events (Note 10)
Approved and authorized by the Board on September 1, 2020:
| "Brendan Purdy" | Director | "Ron Miles" | Director |
|---|---|---|---|
| Brendan Purdy | Ron Miles |
EVOLUTION GLOBAL FRONTIER VENTURES CORP. (formerly Ascension Exploration Inc.)
STATEMENTS OF LOSS AND COMPREHENSIVE LOSS
For the year ended September 30, 2018 and the period from incorporation on October 13, 2016 to September 30, 2017 (Expressed in Canadian Dollars)
| YearEnded September 30, 2018 |
For the period fromincorporation on October 13, 2016 toSeptember 30, 2017 |
|
|---|---|---|
| EXPENSES Consulting fees |
\$ 32,755 |
\$ 33,000 |
| Registration, filing and transfer agent fees Loss and comprehensive loss for the period |
\$ 44 (32,799) |
\$ 352 (33,352) |
| Basic and diluted loss per common share | \$ (0.01) |
\$ (0.01) |
| Weighted average number of common shares outstanding | 4,500,000 | 4,339,726 |
EVOLUTION GLOBAL FRONTIER VENTURES CORP. (formerly Ascension Exploration Inc.) STATEMENTS OF CASH FLOWS For the year ended September 30, 2018 and the period from October 13, 2016 to September 30, 2017 (Expressed in Canadian Dollars)
| Year ended September30, 2018 |
From the period from October 13, 2016 to September 30, 2017 |
|||
|---|---|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES Loss for the period |
\$ | (32,799) | \$ | (33,352) |
| Changes in non-cash working capital items: Accounts payable and accrued liabilities |
32,799 | 33,352 | ||
| Net cash used in operating activities | - | - | ||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||
| Shares issued for cash Net cash provided by financing activities |
- | 22,500 | ||
| - | 22,500 | |||
| Change in cash for the period | - | 22,500 | ||
| Cash, beginning of period | 22,500 | - | ||
| Cash, end of period | \$ | 22,500 | \$ | 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 year ended September 30, 2018 and the period from October 13, 2016 to September 30, 2017 (Expressed in Canadian Dollars)
| ShareCapital | |||||
|---|---|---|---|---|---|
| Number | Amount | Deficit | Total | ||
| Incorporation, on October 13, 2016 | - | \$ - | \$ - | \$ - |
|
| Shares issued to founders | 4,500,000 | 22,500 | - | 22,500 | |
| Loss for the period | - | - | (33,352) | (33,352) | |
| Balance at September 30, 2017 | 4,500,000 | 22,500 | (33,352) | (10,852) | |
| Loss for the year | - | - | (32,799) | (32,799) | |
| Balance at September 30, 2018 | 4,500,000 | \$22,500 | \$(66,151) | \$(43,651) |
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, 2018, the Company had not yet achieved profitable operations, had accumulated losses of \$66,151 (2017 - \$33,352) 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 operationsin the future and repay itsliabilities arising from normal business operations asthey 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 judgmentsandestimates
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.
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.
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 incomprehensiveloss.
3. SIGNIFICANT ACCOUNTING POLICIES (CONT'D)
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 incomestatement.
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 atFVTPL.
The Company completed a detailed assessment of its financial assets and liabilities as at September 30, 2018. The following table shows the classifications under IFRS 9:
| Classification | ||
|---|---|---|
| IFRS 9 | ||
| Cash | FVTPL | |
| Accounts payable and accrued | ||
| liabilities | Amortized cost |
The adoption of IFRS 9 resulted in no impact to the Company's financial statements.
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.
3. SIGNIFICANT ACCOUNTING POLICIES(CONT'D)
Financial assets and liabilities atFVTPL
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 hasincreased 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.
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.
3. SIGNIFICANT ACCOUNTING POLICIES (CONT'D)
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 beutilized.
Accounting Standards Issued But Not Yet Effective
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 asit is required by IAS 17. The standard is effective for annual periods beginning on or after January 1, 2019. The Company is currently analyzing the impact, if any, this new standard may have on the Company's financialstatements.
4. ACCOUNTS PAYABLES AND ACCRUED LIABILITIES
The Company's accounts payable and accrued liabilities are as follows:
| September 30, | 2018 | September 30, | 2017 | |
|---|---|---|---|---|
| Trade payables (Note 5) Accrued liabilities |
\$ | 66,151 - |
\$ 352 33,000 |
|
| Total | \$ | 66,151 | \$ | 33,352 |
5. RELATED PARTY TRANSACTIONS
The Company entered into the following transactions with related parties:
As at September 30, 2018, the Company owed \$66,151 (2017 - \$352) to directors and officers which is included in accounts payable and accrued liabilities (Note 4), the breakdown is as follows:
| September 30, | September 30, | |
|---|---|---|
| 2018 | 2017 | |
| Director Corporate secretary |
\$ 396 65,755 |
\$ 352 - |
| Total | \$ 66,151 |
\$ 352 |
The remuneration of directors and key management personnel were \$Nil during the year ended September 30, 2018 and the period ended September 30, 2017.
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.
6. SHARE CAPITAL AND RESERVES
a) Authorized share capital
As at September 30, 2018, 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, 2018:
No shares were issued.
For the period ended September 30, 2017:
During the period ended September 30, 2017, the Company issued 4,500,000 common shares for proceeds of \$22,500 as a result of subscriptions from founders of the Company.
c) Warrants
As at September 30, 2018 the Company had Nil outstanding warrants and no warrant transactions during the year ended September 30, 2018 and the period ended September 30, 2017.
7. SEGMENTED INFORMATION
TheCompany operatesin one reportable operating segment, being the acquisition and exploration of mineral properties in Canada. Asthe operations comprise a single reporting segment, amounts disclosed also representsegment amounts.
8. 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 fair value of the Company's financial instruments has been classified within the fair value hierarchy as at September 30, 2018 as follows:
| 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.
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.
8. FINANCIAL AND CAPITAL RISK MANAGEMENT (CONTINUED)
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, isreasonable.
9. 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:
| 2018 | 2017 | ||||
|---|---|---|---|---|---|
| Statutory tax rate | 27.0% | 27.0% | |||
| Loss before income taxes | \$ | (32,799) | \$ | (33,352) | |
| Expected income tax recovery Increase (decrease) in income tax recovery resulting from: |
(8,856) | (9,005) | |||
| Items deductible and not deductible for income tax purposes | - | - | |||
| Current and prior tax attributes not recognized | 8,856 | 9,005 | |||
| Deferred income tax recovery | \$ | - | \$ | - | |
| Details of deferred tax assets are as follows: | |||||
| 2018 | 2017 | ||||
| Non-capital and capital losses Less: Unrecognized deferred tax assets |
\$ | 17,861 (17,861) |
\$ | 9,005 (9,005) |
|
| \$ | - | \$ | - |
The Company has approximately \$66,000 of non-capital losses available, which begin to expire in 2037 through to 2038 and may be applied against future taxable income. At September 30, 2018, 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.
10. SUBSEQUENT EVENTS
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 entered a settlement agreement with the Company's corporate secretary and converted accounts payable of \$100,000 into a \$100,000 Loan. The Loan bears simple interest of 10% and has an 18 month term. No interest payments are due until the term of the loan.
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.
On June 1, 2020, 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:
- a. \$10 on signing of the agreement on June 1, 2020 (the "signing date") agreed to have been paid and received;
- b. \$20,000 on the first day of listed trading on any Canadian Stock Exchange ("Listing Date") (paid subsequent to period end);
- c. \$10,000 on first anniversary of ListingDate;
- d. \$10,000 on second anniversary of Listing Date;
- e. \$25,000 on third anniversary of Listing Date;
- f. \$50,000 on fourth anniversary of ListingDate;
- b) Shares issued to the vendor as follows:
- a. 1% shares of total float on Listing Date*;
- b. 1% shares of total float on the first anniversary of ListingDate;
- c. 1% shares of total float on the second anniversary of ListingDate;
- d. 1% shares of total float on the third anniversary of ListingDate;
- e. 1% shares of total float on the fourth anniversary of ListingDate;
*The shares will be subject to a twelve month escrow period 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 propertyasfollows:
- a. \$125,000 in year 1 in the first year from listing by December31,2020;
- b. \$150,000 additional by the first anniversary of ListingDate;
- c. \$250,000 additional by the second anniversary of ListingDate;
- d. \$250,000 additional by the third anniversary of ListingDate;
- e. \$350,000 additional by the fourth anniversary of ListingDate;
10. SUBSEQUENT EVENTS (CONT'D)
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 in2020.
SCHEDULE "F"
AUDITED FINANCIAL STATEMENTS OF EVOLUTION GLOBAL FRONTIER VENTURES CORP. 2017
[ATTACHED]
EVOLUTION GLOBAL FRONTIER VENTURES CORP. (formerly Ascension Exploration Inc.)
FINANCIAL STATEMENTS (Expressed in Canadian Dollars)
FROM THE PERIOD FROM INCORPORATION ON OCTOBER 13, 2016 TO SEPTEMBER 30, 2017
UNIT# 168 4300 NORTH FRASER WAY BURNABY, BC V5J 5J8
T:604.318.5465 F:778.375.4567
Adam Kim ADAM SUNG KIM LTD. CHARTERED PROFESSIONAL ACCOUNTANT
INDEPENDENT AUDITOR'S REPORT
To: the Shareholders of
Evolution Global Frontier Ventures Corp. (formerly Ascension Exploration Inc.)
I have audited the accompanying financial statements of Evolution Global Frontier Ventures Corp. (formerly Ascension Exploration Inc.) (the "Company"), which comprise the statement of financial position as at September 30, 2017, and the statement of loss and comprehensive loss, statement of cash flows and statement of changes in equity for the period from the date of incorporation October 13, 2016 to September 30, 2017, and a summary of significantaccounting policies and other explanatory information.
Management's Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards, 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.
Auditors' Responsibility
My responsibility is to express an opinion on these financial statements based on my audit. I conducted my audit in accordance with Canadian generally accepted auditing standards. Those standards require that I comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements 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 entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of thefinancialstatements.
I believe that the audit evidence I have obtained in my audits is sufficient and appropriate to provide a basis for my audit opinion.
Opinion
In my opinion, the financial statements present fairly, in all material respects, the financial position of the Company as at September 30, 2017, and its financial performance and its cash flow for the period from the date of incorporation October 13, 2016 to September 30, 2017 in accordance with International Financial Reporting Standards.
Emphasis of Matter
Without qualifying my opinion, I draw attention to Note 1 in the financial statements which indicates that the Company has incurred losses to date. This condition, along with other matters as set forth in Note 1, indicates the existence of a material uncertainty that may cast significantdoubt about the Company's ability to continue as a going concern.
"Adam SungKimLtd." Chartered ProfessionalAccountant
Burnaby, British Columbia September 1, 2020
EVOLUTION GLOBAL FRONTIER VENTURES CORP. (formerly Ascension Exploration Inc.) STATEMENT OF FINANCIAL POSITION
Period from incorporation on October 13, 2016 to September 30, 2017 (Expressed in Canadian Dollars)
| September 30, | |
|---|---|
| As at, | 2017 |
| ASSETS | |
| Current | |
| Cash | \$ 22,500 |
| TOTAL ASSETS | \$ 22,500 |
| LIABILITIES AND SHAREHOLDERS' DEFICIENCY Current |
|
| Accounts payable and accrued liabilities (Notes 4 and 5) Total Liabilities |
\$ 33,352 33,352 |
| Shareholders' Deficiency Share capital (Note 6) Deficit |
22,500 (33,352) |
| Total shareholders' deficiency | (10,852) |
| TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIENCY | \$ 22,500 |
Nature and continuance of operations (Note 1) Subsequent events (Note 10)
Approved and authorized by the Board on September 1, 2020:
| "Brendan Purdy" | Director | "Ron Miles" | Director |
|---|---|---|---|
| Brendan Purdy | Ron Miles |
EVOLUTION GLOBAL FRONTIER VENTURES CORP. (formerly Ascension Exploration Inc.) STATEMENT OF LOSS AND COMPREHENSIVE LOSS
For the period from incorporation on October 13, 2016 to September 30, 2017 (Expressed in Canadian Dollars)
| For the period | |||
|---|---|---|---|
| fromincorporation | |||
| on October 13, | |||
| 2016 toSeptember | |||
| 30, 2017 | |||
| EXPENSES | |||
| Consulting fees | \$ | 33,000 | |
| Registration, filing and transfer agent fees | 352 | ||
| Loss and comprehensive loss forthe period | \$ | (33,352) | |
| Basic and diluted loss percommon share | \$ | (0.01) | |
| Weighted average number of commonshares outstanding | 4,339,726 |
EVOLUTION GLOBAL FRONTIER VENTURES CORP. (formerly Ascension Exploration Inc.) STATEMENT OF CASH FLOWS For the period from October 13, 2016 to September 30, 2017 (Expressed in Canadian Dollars)
| From the periodfrom | |
|---|---|
| October 13, 2016to | |
| September 30,2017 | |
| CASH FLOWS FROM OPERATING ACTIVITIES Loss for the period |
\$ (33,352) |
| Changes in non-cash working capital items: | |
| Accounts payable andaccrued liabilities | 33,352 |
| Net cash used inoperating activities | - |
| CASH FLOWS FROM FINANCING ACTIVITIES Shares issued for cash |
22,500 |
| Net cash provided by financing activities | 22,500 |
| Change in cash for the period Cash, inception |
22,500 - |
| Cash, end of period | \$ 22,500 |
| Cash paid during the period for interest | \$ - |
| Cash paid during the period for income taxes | \$ - |
EVOLUTION GLOBAL FRONTIER VENTURES CORP. (formerly Ascension Exploration Inc.)
STATEMENT OF SHAREHOLDERS' EQUITY For the period from Incorporation on October 13, 2016 to September 30, 2017 (Expressed in Canadian Dollars)
| ShareCapital | ||||
|---|---|---|---|---|
| Number | Amount | Deficit | Total | |
| Incorporation, on October 13, 2016 | - | \$ - | \$ - | \$ - |
| Shares issued to founders | 4,500,000 | 22,500 | - | 22,500 |
| Loss for the period | - | - | (33,352) | (33,352) |
| Balance at September 30, 2017 | 4,500,000 | \$22,500 | \$(33,352) | \$(10,852) |
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 year end is September 30.
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, 2017, the Company had not yet achieved profitable operations, had accumulated losses of \$33,352 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 becomedue.
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 judgmentsandestimates
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.
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.
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 incomprehensiveloss.
3. SIGNIFICANT ACCOUNTING POLICIES (CONT'D)
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 incomestatement.
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 atFVTPL.
The Company completed a detailed assessment of its financial assets and liabilities as at September 30, 2017. The following table shows the classifications under IFRS 9:
| Classification IFRS 9 |
|
|---|---|
| Cash Accounts payable and accrued |
FVTPL |
| liabilities | Amortized cost |
The adoption of IFRS 9 resulted in no impact to the Company's financial statements.
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.
3. SIGNIFICANT ACCOUNTING POLICIES(CONT'D)
Financial assets and liabilities atFVTPL
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 hasincreased 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.
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.
3. SIGNIFICANT ACCOUNTING POLICIES (CONT'D)
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 beutilized.
Accounting Standards Issued But Not Yet Effective
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 isrequired by IAS 17. The standard is effective for annual periods beginning on or after January 1, 2019. The Company does not have any leases so there will be no impact upon adoption of IFRS16.
4. ACCOUNTS PAYABLES AND ACCRUED LIABILITIES
The Company's accounts payable and accrued liabilities are as follows:
| September 30, 2017 | |
|---|---|
| Trade payables (Note 5) Accrued liabilities |
\$ 352 33,000 |
| Total | \$ 33,352 |
5. RELATED PARTY TRANSACTIONS
The Company entered into the following transactions with related parties:
As at September 30, 2017, the Company owed \$352 to a director which is included in accounts payable and accrued liabilities (Note 4).
The remuneration of directors and key management personnel were \$Nil during the period ended September 30, 2017.
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.
6. SHARE CAPITAL AND RESERVES
a) Authorized share capital
As at September 30, 2017, 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 period ended September 30, 2017:
During the period ended September 30, 2017, the Company issued 4,500,000 common shares for proceeds of \$22,500 as a result of subscriptions from founders of the Company.
c) Warrants
As at September 30, 2017 the Company had Nil outstanding warrants and no warrant transactions during the period ended September 30, 2017.
7. SEGMENTED INFORMATION
TheCompany operatesin one reportable operating segment, being the acquisition and exploration of mineral properties in Canada. Asthe operations comprise a single reporting segment, amounts disclosed also representsegment amounts.
8. 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.
8. FINANCIAL AND CAPITAL RISK MANAGEMENT (CONTINUED)
The fair value of the Company's financial instruments has been classified within the fair value hierarchy as at September 30, 2017 as follows:
| 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.
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.
EVOLUTION GLOBAL FRONTIER VENTURES CORP. (formerly Ascension Exploration Inc.) NOTES TO THE FINANCIAL STATEMENTS (Expressed in Canadian Dollars) FOR THE PERIOD FROM INCEPTION ON OCTOBER 13, 2016 TO THE PERIOD ENDED SEPTEMBER 30, 2017
8. FINANCIAL AND CAPITAL RISK MANAGEMENT (CONTINUED)
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, isreasonable.
9. 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:
| 2017 | |
|---|---|
| Statutory tax rate | 27.0% |
| Loss before income taxes | \$ (33,352) |
| Expected income tax recovery | (9,005) |
| Increase (decrease) in income tax recovery resulting from: Items deductible and not deductible for income tax purposes Current and prior tax attributes not recognized Deferred income tax recovery |
- 9,005 \$ - |
| Details of deferred tax assets are as follows: | 2017 |
| Non-capital and capital losses Less: Unrecognized deferred tax assets |
\$ 9,005 (9,005) |
| \$ - |
|
The Company has approximately \$33,000 of non-capital losses available, which will expire through to 2037 and may be applied against future taxable income. At September 30, 2017, 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.
10. SUBSEQUENT EVENTS
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 entered a settlement agreement with the Company's corporate secretary and converted accounts payable of \$100,000 into a \$100,000 Loan. The Loan bears simple interest of 10% and has an 18 month term. No interest payments are due until the term of the loan.
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.
On June 1, 2020, 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:
- a. \$10 on signing of the agreement on June 1, 2020 (the "signing date") agreed to have been paid and received;
- b. \$20,000 on the first day of listed trading on any Canadian Stock Exchange ("Listing Date") (paid subsequent to period end);
- c. \$10,000 on first anniversary of ListingDate;
- d. \$10,000 on second anniversary of Listing Date;
- e. \$25,000 on third anniversary of Listing Date;
- f. \$50,000 on fourth anniversary of ListingDate;
EVOLUTION GLOBAL FRONTIER VENTURES CORP. (formerly Ascension Exploration Inc.) NOTES TO THE FINANCIAL STATEMENTS (Expressed in Canadian Dollars) FOR THE PERIOD FROM INCEPTION ON OCTOBER 13, 2016 TO THE PERIOD ENDED SEPTEMBER 30, 2017
10. SUBSEQUENT EVENTS (CONT'D)
- b) Shares issued to the vendor as follows:
- a. 1% shares of total float on Listing Date*;
- b. 1% shares of total float on the first anniversary of ListingDate;
- c. 1% shares of total float on the second anniversary of ListingDate;
- d. 1% shares of total float on the third anniversary of ListingDate;
- e. 1% shares of total float on the fourth anniversary of ListingDate;
*The shares will be subject to a twelve month escrow period 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 asfollows:
- a. \$125,000 in year 1 in the first year from listing by December 31,2020;
- b. \$150,000 additional by the first anniversary of ListingDate;
- c. \$250,000 additional by the second anniversary of ListingDate;
- d. \$250,000 additional by the third anniversary of ListingDate;
- e. \$350,000 additional by the fourth anniversary of ListingDate;
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 in2020.
SCHEDULE "G" AUDIT COMMITTEE CHARTER
[ATTACHED]
EVOLUTION GLOBAL FRONTIER VENTURES CORP. (THE "COMPANY")
AUDIT COMMITTEE CHARTER
MANDATE
The primary function of the Audit Committee (the "Committee") is to assist the Board of Directors in fulfilling its financial oversight responsibilities by reviewing the financial reports and other financial information provided by the Company to regulatory authorities and shareholders, the Company's systems of internal controls regarding finance and accounting and the Company's auditing, accounting and financial reporting processes. Consistent with this function, the Committee will encourage continuous improvement of, and should foster adherence to, the Company's policies, procedures and practices at all levels. The Committee's primary duties and responsibilities are to:
- Serve as an independent and objective party to monitor the Company's financial reporting and internal control system and review the Company's financialstatements.
- Review and appraise the performance of the Company's externalauditors.
- Provide an open avenue of communication among the Company's auditors, financial andsenior management and the Board of Directors.
COMPOSITION
The Committee shall be comprised of three directors as determined by the Board of Directors, the majority of whom shall be free from any relationship that, in the opinion of the Board of Directors, would interfere with the exercise of his or her independent judgment as a member of theCommittee.
At least one member of the Committee shall have accounting or related financial management expertise. All members of the Committee that are not financially literate will work towards becoming financially literate to obtain a working familiarity with basic finance and accounting practices. For the purposes of the Company's Charter, the definition of "financially literate" is the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can presumably be expected to be raised by the Company's financial statements.
The members of the Committee shall be elected by the Board of Directors at its first meeting following the annual shareholders' meeting. Unless a Chair is elected by the full Board of Directors, the members of the Committee may designate a Chair by a majority vote of the full Committee membership.
MEETINGS
The Committee shall meet at least twice annually, or more frequently as circumstances dictate. As part of its job to foster open communication, the Committee will meet at least annually with the CFO and the external auditors in separate sessions.
RESPONSIBILITIES AND DUTIES
To fulfill its responsibilities and duties, the Committee shall:
1. Documents/Reports Review
- a. Review and update this Charterannually.
- b. Review the Company's financial statements, MD&A and any annual and interim earnings, press releases before the Company publicly discloses this information and any reports or other financial information (including quarterly financial statements), which are submitted to any governmental body, or to the public, including any certification, report, opinion, or review rendered by the externalauditors.
2. External Auditors
- a. Review annually, the performance of the external auditors who shall be ultimately accountable to the Board of Directors and the Committee as representatives of the shareholders of the Company.
- b. Obtain annually, a formal written statement of external auditors setting forth all relationships between the external auditors and the Company, consistent with Independence Standards Board Standard 1.
- c. Review and discuss with the external auditors any disclosed relationships or services that may impact the objectivity and independence of the externalauditors.
- d. Take, or recommend that the full Board of Directors take, appropriate action to oversee the independence of the external auditors.
- e. Recommend to the Board of Directors the selection and, where applicable, the replacement of the external auditors nominated annually for shareholderapproval.
- f. At each meeting, consult with the external auditors, without the presence of management, about the quality of the Company's accounting principles, internal controls and the completeness and accuracy of the Company's financialstatements.
- g. Review and approve the Company's hiring policies regarding partners, employees and former partners and employees of the present and former external auditors of theCompany.
- h. Review with management and the external auditors the audit plan for the year-end financial statements and intended template for suchstatements.
- i. Review and pre-approve all audit and audit-related services and the fees and other compensation related thereto, and any non-audit services, provided by the Company's external auditors. The pre-approval requirement is waived with respect to the provision of non-audit services if:
- i. the aggregate amount of all such non-audit services provided to the Company constitutes not more than five percent of the total amount of revenues paid by the Company to its external auditors during the fiscal year in which the non-audit services are provided;
- ii. such services were not recognized by the Company at the time of the engagement to be non-audit services; and;
- iii. such services are promptly brought to the attention of the Committee by the Company and approved prior to the completion of the audit by the Committee or by one or more members of the Committee who are members of the Board of Directors to whom authority to grant such approvals has been delegated by theCommittee.
Provided the pre-approval of the non-audit services is presented to the Committee's first scheduled
meeting following such approval such authority may be delegated by the Committee to one or more independent members of the Committee
3. Financial Reporting Processes
- a. In consultation with the external auditors, review with management the integrity of the Company's financial reporting process, both internal and external.
- b. Consider the external auditors' judgments about the quality and appropriateness of the Company's accounting principles as applied in its financialreporting.
- c. Consider and approve, if appropriate, changes to the Company's auditing and accounting principles and practices as suggested by the external auditors andmanagement.
- d. Review significant judgments made by management in the preparation of the financial statements and the view of the external auditors as to appropriateness of suchjudgments.
- e. Following completion of the annual audit, review separately with management and the external auditors any significant difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to requiredinformation.
- f. Review any significant disagreement among management and the external auditors in connection with the preparation of the financialstatements.
- g. Review with the external auditors and management the extent to which changes and improvements in financial or accounting practices have beenimplemented.
- h. Review any complaints or concerns about any questionable accounting, internal accounting controls or auditing matters.
- i. Review certification process.
- j. Establish a procedure for the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditingmatters.
RISK MANAGEMENT
-
- To review, at least annually, and morefrequently if necessary, the Company's policies forrisk assessment and risk management (the identification, monitoring, and mitigation ofrisks).
-
- To inquire of management and the independent auditor about significant business, political, financial and control risks or exposure to such risk.
-
- To request the external auditor's opinion of management's assessment of significant risks facing the Company and how effectively they are being managed orcontrolled.
-
- To assess the effectiveness of the over-all process for identifying principal business risks and report thereon to theBoard.
OTHER
Review any related-party transactions.
SCHEDULE "H" - BUSINESS CODE OF CONDUCT
[ATTACHED]
EVOLUTION GLOBAL FRONTIER VENTURES CORP. (THE "COMPANY")
CODE OF BUSINESS CONDUCT
1. PURPOSE
The Code of Business Conduct (the "Code") of the Company is a guide that highlights key issues and identifies policies and resources to help employees, consultants, officers and directors of the Company (the "Representatives") reach appropriate decisions. The Code is neither a contract nor a comprehensive manual that covers every situation that might be encountered.
2. RESPONSIBILITY AND ACCOUNTABILITY
All Representatives have the personal responsibility to make sure that their actions conform to the Code and the laws that apply to their work. Any questions or concerns about illegal or unethical acts should be discussed with management. Failure to abide by the Code or the law may lead to appropriate disciplinary measures, up to and including dismissal.
All Representatives are expected to read the entire Code.
3. ADDITIONAL RESPONSIBILITIES OF EMPLOYEES IN POSITIONS OF SENIOR MANAGEMENT
Employees in positions of senior management are expected to lead according to high standards of ethical conduct, in both words and actions. Managers are responsible for promoting open and honest two-way communications with Representatives. Managers must be role models who show respect and consideration for everyone involved with the Company. Managers must be diligent in looking for indications that unethical or illegal conduct has occurred. Anyone having a concern about unethical or illegal activities is expected to inform their manager and take appropriate and consistent action.
4. RESPONSIBILITY TO EMPLOYEES ANDCONSULTANTS
All employees, consultants, officers and directors of the Company will treat each other with respect and fairness at all times, valuing the difference of diverse individuals with various backgrounds. Employment decisions will be based on business reasons, such as qualifications, talents and achievements, and will comply with all applicable employment laws.
A. Harassment
Abusive, harassing or offensive conduct is unacceptable, whether verbal, physical or visual. Examples include derogatory comments based on racial or ethnic characteristics and unwelcome sexual advances. Representatives are encouraged to speak out when a co-worker's conduct makes them uncomfortable and to report harassment when it occurs. Threats or acts of violence or physical intimidation are prohibited.
B. Safety and Health
All Representatives are responsible for maintaining a safe workplace by following safety and health rules and practices and are further responsible for immediately reporting accidents, injuries, and unsafe equipment, practices or conditions to a supervisor or other designated person. The Company strives to keep its workplaces free from hazards.
In order to protect the safety of all employees, all Representatives must report to work free from the
influence of any substance that could prevent them from conducting work activities safely and effectively.
C. Responsibility to Business Partners
Neither the Company nor the Representatives will do business with others who are likely to harm the Company's reputation, including, for example, those who intentionally and continually violate laws including, but not limited to, environmental, employment, safety and anti-corruption statutes. All arrangements with third parties must comply with the policies of the Company as outlined in the Code and applicable laws. Neither the Company nor the Representatives will use a third party to perform any act prohibited by law or by theCode.
D. Agents andConsultants
Commission rates or fees paid to agents, consultants or other similar parties must be reasonable in relation to the value of the product or work that is actually being done.
E. Subcontractors
Subcontractors play a vital role in the fulfillment of many of the Company's contracts. In some cases, subcontractors are highly visible to customers. It is therefore very important to ensure that subcontractors of the Company preserve and strengthen the Company's reputation by acting consistently with the Code.
F. Joint Ventures and Alliances
All Representatives will strive to ally with businesses that share the commitment of Representatives to ethics and also work to make the standards of any joint ventures compatible with those of the Company.
5. RESPONSIBILITY TO SHAREHOLDERS
All Representatives must be committed to managing business operations of the Company in the best interests of all shareholders and to act in what they perceive to be the best interests of shareholders.
All Representatives have a responsibility to protect the assets of the Company from loss, damage, misuse or theft. Assets of the Company may only be used for business purposes and other purposes approved by management and in any case may never be used for illegal purposes.
6. PROPIETARY INFORMATION
All Representatives will safeguard all proprietary information. Proprietary information includes any information that is not generally known to the public and is of value to the Company, or would be of value to competitors of the Company. It also includes information that suppliers and customers have entrusted to us. The obligation to preserve proprietary information continues even after employment ends.
7. INSIDE INFORMATION AND SECURITIES TRADING
No one is permitted to trade in securities of the Company or any other kind of property based on knowledge stemming from their position or employment with the Company where that information hasn't been reported publicly. Trading or "tipping" others who might make an investment decision based on inside job information violates several laws including provincial securities legislation. For example, using non-public information to buy or sell common shares, other securities of the Company or the stock of a supplier or customer of the Company is prohibited both by law and this Code. Each officer, director and employee shall receive and agree to be bound by the Company's Black-Out Policy as defined within the
Company's Insider Trading Policy.
8. ACCURACY OF RECORDS OF THE COMPANY
Honest and accurate recording and reporting of information is essential in order to make responsible business decisions. All financial books, records and accounts of the Company must accurately reflect transactions and events, and conform both to the applicable accounting principles as well as to the internal controls of the Company.
9. BUSINESS COMMUNICATIONS
All business records and communications should be clear, truthful and accurate. Business records and communications may become public through litigation, government investigations or the media. Representatives should avoid exaggeration, colorful language, guesswork, legal conclusions, and derogatory remarks or characterizations of people and businesses. This applies to communications of all kinds, including e-mail and "informal" notes or memos. Records should always be retained and destroyed according to record retention policies of the Company.
10. RESPONSIBILITY TO COMPETITORS
Representatives must never use any illegal or unethical methods to gather competitive information. Stealing proprietary information, possessing trade secret information that was obtained without the owner's consent, or inducing such disclosures by past or present employees of other businesses, is prohibited.
If information is obtained by mistake that may constitute a trade secret or confidential information of another business, or if there are questions about the legality of information gathering, either management or, where appropriate, the Company's legal counsel should be consulted immediately.
11. PERSONAL COMMUNITY ACTIVITIES
Representatives are free to support community, charity and political organizations and causes of their choice, as long as it is made clear that their views and actions are not those of the Company. Outside activities must not interfere with job performance.
No Representative may pressure another employee to express a view that is contrary to a personal belief, or to contribute to or support political, religious or charitable causes.
12. ENVIRONMENT
All Representatives will respect the environment by complying with all applicable environmental laws. The Company is committed to the protection of the environment by minimizing the environmental impact of the Company's operations and operating its business in ways that will foster a sustainable use of the world's natural resources. Representatives must notify management if hazardous materials come into contact with the environment or are improperly handled or discarded.
13. RESPONSIBILITY TO GOVERNMENTS
A. Compliance With theLaw
All Representatives are required to comply with all applicable laws and regulations where and when doing business on behalf of the Company. Representatives are also responsible for checking with management or, where appropriate, the Company's legal counsel, if there are any questions or concerns about the legality of an action. Representatives shall comply with all applicable antitrust and competition laws.
B. Political Activities
No one may, except with approval from management, make any political contribution on behalf of the Company or use the Company's name, funds, property, equipment or services for the support of political parties, initiatives, committees or candidates. This includes any contribution of value. Additionally, engaging in lobbying activities or pursuing government contacts on behalf of the Company, should be approved and coordinated with management.
14. CONFLICTS OF INTEREST
A. General Guidance
Business decisions and actions must be based on the best interests of the Company, and must not be motivated by personal considerations or relationships. Relationships with prospective or existing suppliers, contractors, customers, competitors or regulators must not affect the independent and sound judgment made on behalf of the Company. General guidelines to assist in understanding several of the most common examples of situations that may cause a conflict of interest are listed below. However, directors, officers and employees are required to disclose to management any situation that may be, or appear to be, a conflict of interest. When in doubt, it is best to disclose.
B. Material Interest of Officers and Directors
The directors and officers of the Company shall comply with the provisions of the Company's Articles and By-laws in respect of any transaction or agreement in which a director or officer has a material interest.
C. Outside Employment
Representatives may not work for or receive payments for services from any competitor, customer, distributor, sub-contractor or supplier of the Company without approval of management. The skills acquired by Representatives and used for the benefit of the Company must not be used in such a way that could hurt the business of the Company.
D. Board Memberships
Employees of the Company serving on boards of directors or similar bodies for an outside company or government agency requires the approval of management. Such approval must be obtained in advance.
E. Family Members and Close Personal Relationships
No Representative may use his or her personal influence to persuade the Company to do business with a company in which their family members or friends have an interest.
F. Investments
No Representative may allow his or her investments to influence, or appear to influence, their independent judgment on behalf of the Company. This could happen in many ways, but it is most likely to create the appearance of a conflict of interest if a Representative has an investment in a competitor, supplier, customer, or distributor and the decisions of the Representative may have a business impact on this outside party. If there is any doubt about how an investment might be perceived, it should be disclosed to management.
No Representative is permitted to buy, directly or indirectly, or otherwise acquire rights to any property or materials while possessing knowledge that the Company may be interested in pursuing such an opportunity and the information possessed by the Representative is not yet public.
G. Receiving Gifts
Representatives are prohibited from accepting kickbacks, lavish gifts or gratuities. Representatives may accept items of nominal value, but may not accept anything that might make it appear that their judgment regarding the Company would be compromised.
In certain rare situations, where it would be impractical or harmful to refuse or return a gift, the situation is to be discussed with management.
H. Giving Gifts
Where a situation calls for giving a gift or gifts, the Company's gifts must be legal, reasonable, and approved by management. No Representative may ever pay bribes.
No Representative will provide any gift if applicable law or the policy of the recipient's organization prohibits it. For example, the employees of many government entities around the world are prohibited from accepting gifts. If in doubt, check with management first.
Gifts are not always physical objects but may include services, favors or any other item of value.
15. ENTERTAINMENT
A. Receiving Entertainment
Representatives may accept entertainment that is reasonable in the context of the business and that advances the Company's interests. For example, accompanying a business associate to a local cultural or sporting event, or to a business meal, would in most cases be acceptable.
Entertainment that is lavish or frequent may appear to influence one's independent judgment on behalf of the Company. Where an invitation appears inappropriate, the offer must be turned down or the true value of the entertainment paid. Accepting entertainment that may appear inappropriate should be discussed with management in advance if possible.
B. Providing Entertainment
Representatives may provide entertainment that is reasonable in the context of the business. Any concern regarding the appropriateness of providing entertainment should be discussed with management in advance.
Applicable law may prohibit entertainment of government officials. Obtain approval from management in each instance.
16. TRAVEL
A. Acceptance of Travel Expenses
Employees may accept transportation and lodging provided by a supplier or other third party, provided the trip is for business purposes and is approved in advance by management. All travel expenses accepted must be accurately recorded in the relevant expense records.
B. Providing Travel
Unless prohibited by applicable law or the policy of the recipient's organization, the Company may pay the transportation and lodging expenses incurred by customers, agents or suppliers in
connection with a visit to a Company property. The visit must be for a business purpose, for example, on-site examination of equipment, contract negotiations or training.
Management must approve all travel expenses by government officials that are sponsored or paid for by the Company in advance.
17. MONITORING ANDCOMPLIANCE
This code shall be monitored by the directors of the Company. Management shall report to the directors on compliance with the Code no less frequently than annually. Any waivers from the Code requested by any officer or director shall be granted by the directors only.
18. HOW TO GET HELP
All questions about the Code should, in the first place, be directed to a supervisor or manager. Should it be inappropriate in the circumstances to discuss the issue with a supervisor, an alternate member of management or, where appropriate, the Company's legal counsel should be consulted.
CERTIFICATE OF THE CORPORATION
December 2, 2020
This Prospectus, together with the documents incorporated in this Prospectus by reference, constitutes full, true and plain disclosure of all material facts relating to the securities previously issued Prospectus as required by the securities legislation of each of the provinces of British Columbia and Ontario.
"Barry Bergstrom" "Ronald Miles"
Barry Bergstrom Chief FinancialOfficer
Ronald Miles Chief Executive Officer, President and Corporate Secretary
ON BEHALF OF THE BOARD OF DIRECTORS
"Richard Paolone" "Joel Scodnick"
Richard Paolone Director
Joel Scodnick Director
"Ronald Miles"
Ronald Miles Director
CERTIFICATE OF THE PROMOTER
December 2, 2020
This Prospectus, together with the documents incorporated in this Prospectus by reference, constitutes full, true and plain disclosure of all material facts relating to the securities previously issued Prospectus as required by the securities legislation of each of the provinces of British Columbia and Ontario.
"Richard Paolone" "Ronald Miles"
Richard Paolone Director
Ronald Miles Chief Executive Officer, President, Corporate Secretary and Director