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Firestone Ventures Inc. — Management Reports 2023
Aug 1, 2023
43804_rns_2023-07-31_2e78e750-e893-4b7c-9997-4c59bc63294e.pdf
Management Reports
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS YEAR ENDED MARCH 31, 2023
(Expressed in Canadian Dollars unless otherwise indicated)
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MANAGEMENT’S DISCUSSION AND ANALYSIS YEAR ENDED MARCH 31, 2023
1.0 INTRODUCTION
The following Management’s Discussion and Analysis (“MD&A”) is Management’s review of the financial condition and results of operations for the year ended March 31, 2023 (the “Reporting Period”) of Firestone Ventures Inc. (“Firestone” or the “Company”). This MD&A is prepared as of July 31, 2023, unless otherwise indicated and should be read in conjunction with the annual consolidated financial statements for the year ended March 31, 2023 (“Annual Financial Statements”) and the notes related thereto, which have been prepared in accordance with International Financial Reporting Standards (“IFRS”). All amounts have been expressed in Canadian Dollars unless otherwise indicated. Additional information relating to the Company can be found on SEDAR at www.sedar.com.
2.0 CAUTIONARY NOTE – “FORWARD-LOOKING INFORMATION”
This MD&A contains “forward-looking information” under applicable Canadian securities legislation. Except for statements of historical fact relating to the Company, information contained herein constitutes forward-looking information, including any information as to the Company’s strategy, plans or future financial or operating performance. Forward-looking statements are characterized by words such as “plan,” “expect”, “budget”, “target”, “project”, “intend”, “believe”, “anticipate”, “estimate” and other similar words, or statements that certain events or conditions “may” or “will” occur. Forwardlooking statements are based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made and are inherently subject to a variety of risks and uncertainties and other known and unknown factors that could cause actual events or results to differ materially from those projected in the forward-looking information. These factors include the Company’s expectations in connection with the expected exploration on its projects, potential development and expansion plans on the Company's projects, the impact of general business and economic conditions, global liquidity, inflation, inability to raise additional funds as may be required through debt or equity markets, fluctuating metal prices (such as those of zinc, lead, copper and silver, currency exchange rates (such as the Canadian Dollar (“$”) versus the United States Dollar (“USD”)), possible variations in metal grade encountered in exploration, changes in accounting policies, risks related to non-core project disposition, risks related to acquisitions, changes in project parameters as plans continue to be refined, changes in project development time frames, the possibility of project cost overruns or unanticipated costs and expenses, higher prices for fuel, power, labour and other consumables contributing to higher costs and general risks of the mining industry, unanticipated results of future studies, seasonality and unanticipated weather changes, costs and timing of the development of new deposits, if any, success of exploration activities, permitting time lines, government regulation and the risk of government expropriation of exploration properties, environmental risks, unanticipated reclamation expenses, title disputes or claims, limitations on insurance coverage and timing and possible outcome of labour disputes and/or shortages, as well as those risk factors discussed or referred to herein. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be anticipated, estimated or intended. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. The Company undertakes no obligation to update forward-looking statements if circumstances or Management’s estimates, assumptions or opinions should change, except as required by applicable law. The reader is cautioned not to place undue reliance on forward-looking information. The forward-looking information
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MANAGEMENT’S DISCUSSION AND ANALYSIS YEAR ENDED MARCH 31, 2023
contained herein is presented for the purpose of assisting investors in understanding the Company’s expected financial and operational performance and results as at and for the periods ended on the dates presented in the Company’s plans and objectives and may not be appropriate for other purposes.
Examples of such forward-looking information in this document include, but are not limited to statements with respect to the following, each of which is subject to significant risks and uncertainties and is based on a number of assumptions which may prove to be incorrect:
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Our intention to raise additional funds to finance corporate and exploration expenditures. See Section 11.0 – Liquidity, Capital Management and Going Concern
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The discussions of future plans for all of our exploration properties. See Section 8.0 - Results of Operations - Exploration Activity Update
3.0 REPORT DATED: July 31, 2023
4.0 CORPORATE INFORMATION
Corporate Office
8 King St. East – Ste. 1800 Toronto, Ontario Canada M5C 1B5 Tel: (416) 583-1646
Email: [email protected] and website: www.firestoneventures.com
The Company’s registered office is currently located at Suite 1250, 639 – 5[th] Ave. S.W., Calgary, Alberta, T2P 0M9, Canada.
Directors, Management and Advisors
Dr. Keith Barron – Chairman, President & CEO, Director Donna McLean – Chief Financial Officer Warren Boyd – Independent Director
Dr. Scott Morrison – Independent Director
5.0 DESCRIPTION OF BUSINESS
Firestone was incorporated on May 25, 1987 under the name “Gold Torch Resources Ltd.” It has undergone several name changes with the current name having taken effect on December 6, 1999. Firestone is a reporting issuer in British Columbia and Alberta and trades on the TSX Venture Exchange NEX Board ("TSXV" -"NEX") under the symbol FV.H and the Frankfurt Stock Exchange under the symbol F5V.
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MANAGEMENT’S DISCUSSION AND ANALYSIS YEAR ENDED MARCH 31, 2023
Nature of Operations
Firestone is a junior mineral exploration company engaged in the identification, evaluation, acquisition, and exploration of mineral property interests with a focus on precious and base metals. Historically, through its wholly owned subsidiary Fuego Estrella, S.A., (“FESA”), the Company has been exploring certain mineral property interests in Guatemala (“Property Interests”) however in December 2021, the Company sold its Property Interests.
Guatemala Operations Sold
On December 17, 2021, the Company completed the sale of all of the outstanding shares of FESA to an arm’s length party for cash consideration of US$500,000 ($633,628) (the "Shares Sale" or “Transaction”).
The entries recorded in the accounting records of the Company, for the Transaction were as follows:
| Net Assets | Total | |||
|---|---|---|---|---|
| Cash | $5,067 | |||
| Accountspayable and accrued liabilities | (12,957) | |||
| $(7,890) | ||||
| USD | CAD | |||
| Cash received | 500,000 | 633,628 | ||
| Net assets acquired | (7,890) | |||
| Gain on sale of FESA | 625,738 |
Upon consolidation cumulative inter-entity balances and transactions, including advances to the subsidiary, were eliminated.
As a condition of the closing of the Shares Sale, a severance payment in the amount of $38,135 was paid to the long serving Country Manager. There are no other obligations residual to the Shares Sale.
See note 5 – Sale of Discontinued Operations in the Annual Financial Statements for details of the discontinued operations as at March 31, 2023 and 2022, including all assets and liabilities, the results of operations and the statements of cash flows.
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MANAGEMENT’S DISCUSSION AND ANALYSIS YEAR ENDED MARCH 31, 2023
Meanwhile, Management continues to examine and evaluate other potential prospects as industry conditions are creating opportunities for companies such as Firestone, to expand their asset base.
6.0 SELECTED FINANCIAL INFORMATION (including results from continuing and discontinued operations combined).
| As at | March 31, 2023 |
March 31, 2022 |
March 31, 2021 |
|---|---|---|---|
| Cash | $561,389 | $624,330 $(98,314) $647,269 $(745,583) $(24,394,101) |
$10,281 $(663,496) $25,752 $(689,248) $(24,704,314) |
| Working capital (deficiency) | $(150,044) | ||
| Total assets | $582,513 | ||
| Total liabilities | $732,557 | ||
| Deficit | (24,542,126) |
| For the years ended March 31, |
For the years ended March 31, |
For the years ended March 31, |
|
|---|---|---|---|
| 2023 | 2022 | 2021 | |
| General and administrative expenses excluding share-based compensation (“G&A”) Share-based compensation Exploration expenses Foreign exchange gain (loss) |
$(96,338) | $(150,826) (112,469) (67,154) 15,124 625,538 |
$(139,093) (4,172) (30,327) (2,083) — |
| (96,295) | |||
| **(—) ** | |||
| 44,608 | |||
| Gain on sale of subsidiaryassets | — | ||
| Net income (loss and comprehensive loss) Basic and diluted lossper share |
$148,025 | $310,213 $(0.00) |
$(175,675) $(0.00) |
| $(0.00) |
7.0 OVERALL PERFORMANCE - Financial position, operating results and cash flows
7.1.1 Financial Position
As an exploration company, Firestone does not generate revenue. At March 31, 2023, the Company had accumulated losses of $24,542,126 (March 31, 2021 – $24,394,101) and will continue to incur losses until achieving commercial production if its exploration program is successful in delineating a commercially viable ore reserve.
Since 2014, cash-on-hand has been minimal and cash calls were made to a director/related party (the “Lender”) only ‘as needed’. Upon the sale of the FESA assets, the Company added significantly to its cash and at March 31, 2023, the Company held $561,389 (March 31, 2022 - $624,330) and liabilities of: accounts payables and accrued liabilities of $79,271 (March 31, 2022 – $60,081), due to related parties of $13,464 (March 31, 2022 - $45,680) and promissory notes of $639,822 (March 31, 2022 - $639,822).
On December 17, 2021, the Company completed the previously announced sale of the shares and assets of FESA, its wholly owned subsidiary in Guatemala. The sale transaction added $644,300 to Firestone's
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MANAGEMENT’S DISCUSSION AND ANALYSIS YEAR ENDED MARCH 31, 2023
treasury. Firestone has continued to draw down on the sale transaction proceeds in order to meet its financial obligations. During the year ended March 31, 2022 (but prior to the closing of the Transaction), cash calls were made to the Lender in the amount of $66,912 to pay down accounts payable and meet ongoing corporate and exploration costs. During fiscal 2022, share capital increased following the exercise of 2,600,000 stock options while contributed surplus decreased due to the reclassification of the fair value of the exercised stock options to share capital.
7.1.2 Operating Results and Financial Performance for years ended March 31, 2023 and 2022 (the "Reporting Periods")
For the F2023 Reporting Period, the Company posted a net loss and comprehensive loss of $148,025 (2022 - net income of $310,213). Management continues to evaluate potential projects to replace the assets sold in December 2021.
Operations general and administrative costs (“G&A”) for F2023 ($96,338) were lower (31%) than that recorded for F2022 ($139,442). Higher costs in F2022 included deferred-billed website, hosting and IT maintenance expenses of $3,200, employer portion of CPP for the exercise of certain stock options of $2,200, increased insurance premiums and approximately $10,000 for the AGM held in September 2021. Share-based compensation expense (SBC) for F2023 was lower ($96,295 versus $112,469) as the vesting period for the 2021 stock options is now over. Professional and administrative fees were higher in 2023 due to significantly increased audit fees for both F2021 and F2022. This trend continues to plague the junior mining space at a time when raising capital is so challenging. It is Management’s understanding that the dire shortage of qualified auditing accountants has now eased up. Hopefully, this translates into audit fees returning to normal palatable levels.
Amounts receivable is principally comprised of unrefunded HST. Management believes this is fully collectible. Management fees remained constant year-over-year and Firestone's directors continue to receive no directors' fees. Regulatory and transfer agent fees were higher in 2022 due to the costs incurred for the AGM however standard contracted monthly transfer agent fees did not increase.
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MANAGEMENT’S DISCUSSION AND ANALYSIS YEAR ENDED MARCH 31, 2023
7.1.3 General and Administrative Expense (“G&A”)
| For the years ended | March 31, | March 31, |
|---|---|---|
| 2023 | 2022 | |
| Professional and administrative fees Management fees Office and insurance Regulatory fees and transfer agent Investor relations and travel |
$39,619 | $44,804 24,000 23,291 30,318 17,029 |
| 24,000 | ||
| 13,372 | ||
| 12,846 | ||
| 6,501 | ||
| Share-based compensation | $96,338 | $139,442 112,469 |
| 96,295 | ||
| G&A for continued operations Professional and administrative fees Office and sundry |
$192,633 | $251,911 10,216 1,168 |
| – | ||
| – | ||
| G&A for discontinued operations | – | 11,384 |
| TOTAL | $192,633 | $263,295 |
Management continues to conserve cash wherever possible, while the Company endeavours to remain compliant with all regulatory and reporting requirements.
See section 7.1.2 above for an analysis of the following G&A costs.
7.1.4 Exploration Expenses ("E&E")
No funds were expended on exploration during F2023. Exploration expenditures for F2022 ($67,154) were principally comprised of the regular salary and a one-time severance payment of $38,725 paid out to Firestone’s long-serving Country Manager. This was prescribed by law and became a warranty item of the Transaction -- that all employment-related liabilities be satisfied prior to closing. Core storage and permit costs of approximately $10,000 were incurred as per agreement in 2022 and the purchaser assumed these costs going forward, post-Transaction.
| For the years ended | March 31, | |
|---|---|---|
| 2023 | 2022 | |
| Salaries and consulting | **$– ** | $568 |
| E&E for continued operations | – | 568 |
| Salaries and consulting | – | 54,712 |
| Core storage and permits | – | 10,335 |
| Travel | – | 1,539 |
| E&E for discontinued operations | – | 66,586 |
| TOTAL | $– | $67,154 |
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MANAGEMENT’S DISCUSSION AND ANALYSIS YEAR ENDED MARCH 31, 2023
7.1.5 Cash Flows and Financing Activities
For F2023, Management continued to draw down on the Transaction proceeds to fund its operations. For the year ended March 31, 2022, and with the anticipation of receiving cash on closing of the Transaction, the Lender only advanced $66,912 to the Company compared to $170,910 for the same period in 2021. At March 31, 2023 and 2022, the Lender is owed $639,822. This indebtedness is noninterest-bearing and due on demand.
There is no immediate need to cash call the Lender in the near-term as the Company has sufficient treasury to meet the day-to-day ongoing costs of the operations however, when Management is successful in securing a new project, it is highly probable that the Company will need to obtain additional financing. Attracting new capital continues to be a challenge for the Company but Management believes this is achievable with the right project.
8.0 RESULTS OF OPERATIONS – Exploration Activity Update
8.1.1 CURRENT PROJECTS
After almost eight years of managing the Torlon project property mineral interests, Firestone's Management determined that the long-time-held Guatemala assets met the criteria of being 'held for sale' assets, as they concluded that their carrying amount or fair value would be recovered principally through their divestiture and not by continuing utilization. Pursuant to IFRS 5, Non-Current Assets Held for Sale and Discontinued Operations , the Company began to reclassify their financial statements in order to differentiate the results of operations for the continued operations from the discontinued operations. The comparative financial statements for the same periods in 2021 have also been restated to conform to this principle.
On December 17, 2021 the Company completed the closing of the FESA Shares Sale in Guatemala, to an arms' length party for cash consideration of US$500,000. Consequently, Management continues to examine and evaluate other potential prospects that might be synergistic with the Company’s technical, administrative, and financial expertise.
9.0
QUARTERLY RESULTS
While the costs of maintaining Firestone as a public company are primarily fixed in nature, (e.g., tariffs for annual Exchange listing, SEDAR fees and transfer agent fees, are mandated), Management continues to conserve cash wherever possible and negotiate consulting and other fees where discretionary.
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MANAGEMENT’S DISCUSSION AND ANALYSIS YEAR ENDED MARCH 31, 2023
The following summary of quarterly results are derived from the Annual Financial Statements prepared by Management:
| F2023 | F2023 | F2022 | F2022 | |||||
|---|---|---|---|---|---|---|---|---|
| Mar. | Dec. | **Sep. ** | June | Mar. | Dec. | **Sep. ** | June | |
| G&A expenses, other than share-based compensation Exploration expense Gain on sale of FESA Share-based compensation exp. Foreign exchange gain (loss) |
$ | $ (29,398) - - (11,683) (12,100) |
$ (42,524) - - (38,183) 43,034 |
$ (29,739) - - (28,905) 15,050 |
$ | $ | $ | $ (34,092) (8,804) - - 210 |
| 5,323 | (31,198) | (46,745) | (38,791) | |||||
| - | (927) | (48,772) | (8,651) | |||||
| - | - | 625,538 | - | |||||
| (17,524) | (22,320) | (90,149) | - | |||||
| (1,376) | 16,444 | (1,530) | - | |||||
| Net (gain) loss and comprehensive loss |
(13,577) | (53,181) | (37,673) | (43,594) | (38,001) | 438,342 | (47,442) | (51,674) |
| Basic and diluted income (loss) per share |
$(0.00) | $(0.00) | $(0.00) | $(0.00) | $(0.00) | $0.01 | $(0.00) | $(0.00) |
10.0 SHARE CAPITAL AND SHARE-BASED COMPENSATION
During the year ended March 31, 2023, there were no share issuances. As at March 31, 2023, there are 56,320,791 common shares issued and outstanding. There are no issued and outstanding warrants.
For details of the share capital activity during the Reporting Period, see note 8 of the Annual Financial Statements – Share Capital.
10.1 Stock Options
The Company maintains a stock option plan (the “Plan”) under which directors, officers, employees and consultants of the Company and its affiliates are eligible to receive stock options. The maximum number of common shares reserved for issuance under the Plan is 10% of the issued shares of the Company at the time of granting the options.
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MANAGEMENT’S DISCUSSION AND ANALYSIS YEAR ENDED MARCH 31, 2023
The following table summarizes the Company’s outstanding and exercisable stock at Reporting Period end:
| Issued Number of Options |
Exercisable Number of Options |
Exercise Price | Expiry Date | Estimated Fair Value |
|---|---|---|---|---|
| 500,000 1,950,000 |
500,000 1,300,000 |
$0.075 $0.130 |
July 26, 2023 November 19,2026 |
$35,567 208,764 |
| 2,450,000 | 1,800,000 | $244,331 |
The weighted average contractual life remaining for stock options at March 31, 2023 is 2.96 years. (March 31, 2022– 3.96). The above stock options were not included in the computation of diluted net loss per share for the periods presented as they are anti-dilutive. Subsequent to year end 500,000 stock options expired, unexercised.
10.2 Restricted Stock Units (“RSU’s”)
The Company has a Restricted Stock Unit Incentive Plan, (the “RSU Plan”) under which directors, officers, employees and consultants of the Company and its affiliates are eligible to receive RSU’s. The maximum number of common shares reserved for issuance under the RSU Plan is 4,612,079. As at March 31, 2023 and 2022, no RSUs have been awarded.
11.0 LIQUIDITY, CAPITAL MANAGEMENT AND GOING CONCERN
The Company considers its capital structure to include share capital, contributed surplus and equity, which at March 31, 2023 was in deficiency of $150,044 (2022 – $98,314). A total of $641,592 or 86% of the Company’s current total indebtedness is owed to Dr. Keith Barron, Chairman and Chief Executive Officer ("CEO") and the Company's principal shareholder.
The Company’s capital management objective is to ensure that there are adequate capital resources to fund planned exploration, sustain operations, and continue as a going concern. Fluctuations in commodity prices, along with political and economic uncertainties in Guatemala, have influenced financial markets and made it difficult to raise capital there, in order to fund exploration. See Section 19.0 – Other Risks and Uncertainties , for more information. There were no financing opportunities during the Reporting Period and Management continues to rely on related party loans to meet its financial obligations.
In the meantime, Management continues to examine current and other potential projects while considering various financing alternatives therein, including reorganizations, mergers, sales of assets, and other forms of debt and equity financing. There is no assurance that any such activity will generate funds that will be available for operations.
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MANAGEMENT’S DISCUSSION AND ANALYSIS YEAR ENDED MARCH 31, 2023
12.0 RELATED PARTY TRANSACTIONS
Management fees and service costs
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(i) During the year ended March 31, 2023 a total of $24,000 (2022 - $24,000) was charged to the Company by a company controlled by the CFO, on account of accounting consulting fees and recorded as management fees. Included in account payables and accrued liabilities at March 31, 2023 is $11,694 (2022 - $13,550) owed to the CFO for unpaid services.
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(ii) During the year ended March 31, 2023, the Company incurred $12,000 of service costs, or $3,000 per month, provided by ServiceCo. Included in account payables and accrued liabilities at March 31, 2023 is $1,770 (2022 - $32,130) owed to ServiceCo. for unpaid services fees. These costs were allocated in the consolidated financial statements, as follows: $4,000 to office and general (including $4,000 rent expense), $4,000 to professional and administration fees and $4,000 for other expenses categorized as investor relations and travel.
12.1 Key Management compensation
In accordance with IAS 24, Key Management personnel are those having authority and responsibility for planning, directing and controlling the activities of the Company directly or indirectly, including any directors (executive and nonexecutive) of the Company.
The Chief Executive Officer (“CEO”) receives no cash compensation and the cash compensation paid to the CFO is listed in table below. The directors receive no cash compensation however they are eligible to be awarded stock options and RSU’s.
For the year ended March 31, 2023 and 2022, the following is the compensation recorded for Key Management:
| Year ended March 31, | 2023 | 2022 |
|---|---|---|
| Management consulting fees | $24,000 | $24,000 |
| Share-based compensation | 96,295 | 100,934 |
| Total | $120,295 | $124,934 |
See Section 17.0 - Commitments and Contingencies.
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MANAGEMENT’S DISCUSSION AND ANALYSIS YEAR ENDED MARCH 31, 2023
13.0 PROMISSORY NOTES
- (a) Promissory note advances
| Year ended March 31, | 2023 | 2022 |
|---|---|---|
| Balance, beginning of period $639,822 $572,910 Cash advances - 66,912 |
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| Balance, end of period $639,822 $639,822 |
For the year ended March 31, 2023, cash calls to the Lender of $nil (2022 - $66,912) were made to meet the ongoing corporate and exploration expenses of the Company.
14.0 TREND INFORMATION
There are no major trends that are anticipated to have a material effect on the Company’s financial condition and results of operations in the near future.
15.0 OFF-BALANCE SHEET ARRANGEMENTS
The Company has no off-balance sheet arrangements, no capital lease agreements, and no long-term debt obligations other than that owed to the Lender.
16.0 PROPOSED TRANSACTIONS
As at March 31, 2023, the Company has no definitive transactions to acquire or dispose of any asset, however, Management has been actively reviewing potential property acquisitions, investment and joint venture transactions and other opportunities.
17.0 COMMITMENTS AND CONTINGENCIES
(a) Environmental Contingencies
The Company’s exploration activities are subject to various federal, state and municipal laws and regulations governing the protection of the environment. The Company conducts its operations so as to protect public health and the environment.
(b) Service Costs Agreement
ServiceCo provides rental space, investor relations, administrative and IT services to the Company at a monthly cost of $3,000. This agreement was terminated as permitted by mutual agreement. See Section 12 – Related Party Transactions .
(c) Advisor Agreement
On July 21, 2020, the Company engaged John Kowalchuk as a technical advisor. Mr. Kowalchuk served as director of the Company from September 21, 2005 to July 21, 2020. Pursuant to his appointment, Mr.
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MANAGEMENT’S DISCUSSION AND ANALYSIS YEAR ENDED MARCH 31, 2023
Kowalchuk has been retained to advise the Company on technical matters related to the Company’s Guatemala projects. Compensation for the engagement was the continuation of his 500,000 stock options. Mr. Kowalchuk exercised his options in June 2021 and his Advisor engagement ceased on July 29, 2021.
18.0 DISCLOSURE OF OUTSTANDING SHARE DATA
From March 31, 2023, to the date of this MD&A, there were no common shares, warrants or RSU’s issued. See section 10 – Share Capital and Share-Based Compensation for details of issued and outstanding common shares and stock options at year-end.
19.0 ACCOUNTING POLICIES
See Annual Financial Statements - note 2 – Significant Accounting Policies for a detailed description of the adopted changes to certain accounting standards and policies made during the Reporting Period. These new standards and changes, other than reclassifying the operations of FESA as a discontinued operation, did not have any material impact on the Company’s Annual Financial Statements.
20.0 INCOME TAXES
See Annual Financial Statements – note 11 – Income Taxes for details of the Company’s provision for tax, tax losses and deferred tax position.
21.0 CAPITAL AND FINANCIAL RISK MANAGEMENT
21.1 Capital management
The Company considers the capital that it manages to include share capital, contributed surplus and deficit, which at March 31, 2023, was a deficiency of $150,044 (March 31, 2022 - $98,314). The Company manages its capital structure and makes adjustments to it, based on the funds needed in order to support the acquisition, exploration and development of mineral properties. Management does this in light of changes in economic conditions and the risk characteristics of the underlying assets. There has been no change with respect to the overall capital risk management strategy during the year ended March 31, 2023 and 2022.
The Company has been operating on a care-and-maintenance basis. During the year ended March 31 31, 2023, the Lender advanced a modest $nil (2021 - $66,912) in short-term advances to assist the Company to meet its financial obligations. The sale of FESA added US$500,000 ($633,628) to the Company's treasury.
See Section 5.0 - Description of Business.
21.2 Financial risk management
The Company’s activities expose it to a variety of financial risks: credit risk, liquidity risk and market risk (including interest rate, foreign exchange rate, and commodity price risk). Risk management is carried
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MANAGEMENT’S DISCUSSION AND ANALYSIS YEAR ENDED MARCH 31, 2023
out by the Company's Management team with guidance from the Audit Committee under policies approved by the Board of Directors. The Board of Directors also provides regular guidance for overall risk management.
(a) Credit risk
Credit risk is the risk of an unexpected loss if a third party to a financial instrument fails to meet its contractual obligations. The Company has no significant concentration of credit risk arising from its operations. Cash is held at select Canadian and Guatemalan financial institutions, from which management believes the risk of loss to be remote.
The Company does not have any material risk exposure to any single debtor or group of debtors.
(b) Liquidity risk
Liquidity risk arises through an excess of financial obligations over financial assets at any point in time. The Company’s approach to managing liquidity risk is to maintain sufficient readily available cash to continue operations and meet its financial obligations as they become due. As the Company has no producing assets and operations profitability will not occur within the next twelve months, continued operations are dependent upon its ability to raise adequate financing. Successful completion of the Transaction resulted in adding USD$500,000 (less any costs related to the sale) to Treasury.
As the Company has no producing assets, continued operations are dependent upon its ability to raise adequate financing in the market, through equity raises, short-term debt or by the disposition of assets.
As at March 31, 2023, the Company had $561,389 in cash to settle $79,271 of accounts payable and accrued liabilities, $13,464 due to related parties and $639,822 of promissory notes (March 31, 2022 - $624,330 in cash to settle $60,081 of accounts payable and accrued liabilities, $45,680 due to related parties and $639,822 of promissory notes).
Working capital will continue to fluctuate until the Company has achieved profitable levels of operations and profitability. Dependent on the Company's business strategy for the next twelve months, Management may need to raise additional funds to finance future corporate and exploration expenditures.
(c) Market risk
Market risk is the risk related to changes in the market prices, such as fluctuations in foreign exchange rates and interest rates that will affect the Company’s net earnings or the value of its financial instruments.
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MANAGEMENT’S DISCUSSION AND ANALYSIS YEAR ENDED MARCH 31, 2023
Interest rate risk
Cash balances are deposited in highly accessible and low-interest bank accounts that are used for shortterm working capital requirements. The Company regularly monitors compliance to its cash management policy.
i. Foreign currency risk
Certain of the Company’s expenses are incurred in USD and GTQ are therefore subject to gains or losses due to fluctuations in these currencies. Management believes that the foreign exchange risk derived from currency conversions is best served by not hedging its foreign exchange risk.
At March 31, 2023 and March 31, 2022, the Company’s exposure to foreign currency risk with respect to amounts denominated in USD and GTQ, was substantially as follows:
| In Canadian $ equivalents | March 31, | March 31, | |
|---|---|---|---|
| 2022 | 2022 | ||
| Cash | $554,973 | $582,687 | |
| Accountspayable and accrued liabilities | (-) | (105,761) | |
| Net exposure | $554,973 | $476,926 |
(d) Commodity price risk
Commodity price risk is defined as the potential adverse future impact on earnings and economic value due to commodity price movements and volatility. The ability of the Company to develop its mineral properties and the future profitability of the Company is directly related to the market price of precious and base metals. Commodity prices have fluctuated significantly in recent years. There is no assurance that these metals will be produced in the future or that a profitable market will exist for them. At March 31, 2023 and 2022, the Company was not a metals commodity producer.
(e) Sensitivity analysis
As of March 31, 2023 and 2022, both the carrying and fair value amounts of the Company's financial instruments are approximately equivalent due to their short-term nature. Based on Management's knowledge and experience of the financial markets, the Company believes that a 10% strengthening of the Canadian dollar against the USD and GTQ would have decreased the net asset position of the Company at March 31, 2023 by $55,497 (at March 31, 2022 it would have decreased the net asset position by $47,693). A 10% weakening of the Canadian dollar against the same would have had an equal but opposite effect.
(f) Fair value of financial instruments
The Company’s financial instruments include cash, amounts receivable, accounts payable and accrued liabilities, due to related parties and promissory notes. The fair values of cash, amounts receivable, accounts payable and accrued liabilities, due to related parties and promissory notes approximate their
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MANAGEMENT’S DISCUSSION AND ANALYSIS YEAR ENDED MARCH 31, 2023
carrying amounts due to the short terms to maturity. The Company has no unrecognized financial instruments or derivative financial instruments.
It is Management’s opinion that the Company is not exposed to other significant market risks arising from its financial instruments.
See Annual Financial Statements - note 2(g) – Financial Instruments
22.0 OTHER RISKS AND UNCERTANTIES
The success of Firestone’s business is subject to a number of factors including, but not limited to, those risks normally encountered by junior resource exploration companies such as exploration uncertainty, operating hazards, more onerous environmental regulation, competition with companies having greater resources, fluctuations in the price and demand for minerals, fluctuations in exchange rates and lack of operating cash flow. Firestone’s ongoing ability to finance corporate and exploration costs will depend on, amongst other things, the viability of equity markets.
An investment in the common shares of the Company is speculative in nature and involves a high degree of risk.
Exploration, Development and Operating Risk
Mineral exploration involves many risks, which even a combination of experience, knowledge and careful evaluation, may not be able to overcome. Operations in which the Company has a direct or indirect interest will be subject to all the hazards and risks normally incidental to exploration and development, any of which could result in work stoppages, damage to the property, and possible environmental damage. None of the properties in which Firestone has an interest has a known body of commercially viable ore. Mining involves a high degree of risk and few properties that are explored are ultimately developed into producing mines. There is no assurance that any of Firestone’s mineral exploration activities will result in discoveries of commercially viable ore bodies. In addition, operating in a foreign jurisdiction such as Guatemala exposes the Company to additional risks including potential political change, arbitrary changes in law or policies, inability or delays in obtaining permits, limitations on foreign ownership and other risks not specified here. Foreign currency fluctuations may also adversely affect the Company’s financial position and operating results.
Management attempts to mitigate risks associated with exploration and mining and minimize their effect on the Company’s financial performance, but there is no guarantee that the Company will be operationally successful.
Title
Property title may be subject to unregistered prior agreements and non-compliance with regulatory requirements.
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MANAGEMENT’S DISCUSSION AND ANALYSIS YEAR ENDED MARCH 31, 2023
Although the Company takes steps to verify title to the properties on which it is conducting exploration, in accordance with industry standards for the current stage of exploration of such properties, these procedures do not guarantee the title to the permitted properties.
Environmental Matters
The Company’s mining and exploration activities are subject to various federal, state and international laws and regulations governing the protection of the environment.
The Company believes its operations are materially in compliance with applicable laws and regulations. When operating in Guatemala, the Company arranged for the deposit of a guarantee to ensure adequate funding to meet any future expenditure to comply with such laws and regulations. Upon disposal of the subsidiary, the necessity of a guarantee ceased and the bond was forfeited.
Foreign Country Risk
When the Company held foreign property interests located outside of Canada, they were subject to the risk of foreign investment, including increases in taxes and royalties, renegotiation of permits and currency exchange fluctuations.
Historically, the Company mitigated foreign country risk by keeping apprised of Guatemala’s economic policies and political climate and by relying on certain advisors, including technical and financial consultants, to inform Management of any proposed change to the laws and regulations that could significantly impact the financial results of the Company.
Novel Coronavirus (“COVID-19”)
Since March 2020 there has been a continuing global outbreak of COVID-19 which has had a significant impact on businesses through the restrictions put in place by the Canadian and Guatemalan governments regarding travel, business operations and isolation/quarantine orders. At this time, it is unknown the extent of the impact the COVID-19 outbreak may have on the Company as this will depend on future developments that are highly uncertain and that cannot be predicted with confidence. These uncertainties arise from the inability to predict the ultimate geographic spread of the disease, and the duration of the outbreak, including the duration of travel restrictions, business closures or disruptions, and quarantine/isolation measures that are currently, or may be put, in place by Canada and other countries to fight the virus.
The Company has mitigated some of this risk by a) Management and consultants are working from home b) Strictly complying with municipal, provincial, state and federal recommendations and policies c) Social distancing and hygiene adherence and d) Keeping apprised of the outbreaks and improvements (vaccinations) in Guatemala and Canada.
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