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Forty Pillars Mining Corp. Audit Report / Information 2021

Jul 27, 2021

48139_rns_2021-07-27_bb8026bb-f122-4210-82fb-510dd8cd3b72.pdf

Audit Report / Information

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Consolidated Financial Statements (Expressed in Canadian dollars)

GENESIS METALS CORP.

Years Ended March 31, 2021 and 2020

INDEPENDENT AUDITOR'S REPORT

To the Shareholders of Genesis Metals Corp.

Opinion

We have audited the accompanying consolidated financial statements of Genesis Metals Corp. (the "Company"), which comprise the consolidated statements of financial position as at March 31, 2021 and 2020, and the consolidated statements of loss and comprehensive loss, changes in shareholders' equity, and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at March 31, 2021 and 2020, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards ("IFRS").

Basis for Opinion

We conducted our audits in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 1 of the consolidated financial statements, which indicates that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Other Information

Management is responsible for the other information. The other information obtained at the date of this auditor's report includes Management's Discussion and Analysis.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

We obtained Management's Discussion and Analysis prior to the date of this auditor's report. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated 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 Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  • Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
  • Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
  • Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
  • Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

The engagement partner on the audit resulting in this independent auditor's report is Erez Bahar.

July 26, 2021

Vancouver, Canada Chartered Professional Accountants

Consolidated Statements of Financial Position As at March 31, (Expressed in Canadian dollars)

Note 2021 2020
Assets
Current assets:
Cash $3,089,455 $2,766,402
Receivables 210,488 136,238
Prepaid expenses 63,779 445,808
3,363,722 3,348,448
Exploration and evaluation assets 4 1,492,368 1,492,368
Equipment 5 12,848 16,842
$4,868,938 $4,857,658
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable and accrued liabilities 6 $337,293 $207,388
Due to related parties 8 70,562 78,325
Flow-through premium liability 7 459,911 600,388
867,766 886,101
Shareholders' equity:
Share capital 9 27,548,329 24,878,186
Share-based payments reserve 9 4,300,040 3,797,431
Deficit (27,847,197) (24,704,060)
4,001,172 3,971,557

Nature of operations and going concern (Note 1) Subsequent events (Note 14)

Approved on behalf of the Board on July 26, 2021:

"Jeff Sundar" Director "Robert Scott" Director
Jeff Sundar Robert Scott

Consolidated Statements of Loss and Comprehensive Loss For the Years Ended March 31, (Expressed in Canadian dollars)

Note 2021 2020
Expenses
Accounting and audit $58,600 $61,850
Amortization 5 3,994 5,347
Consulting 8 266,889 489,087
Director fees 8 72,600 80,500
Exploration and evaluation expenditures 4 2,252,962 1,327,750
Insurance 13,149 11,987
Investor relations 739,611 371,915
Listing and filing fees 32,414 67,525
Office and sundry 35,572 28,765
Professional fees 20,045 59,420
Property investigation 10,100 22,221
Salaries and management fees 8 108,772 430,893
Share-based payments 8, 9(d) 429,056 574,175
Travel 22,263 78,180
(4,066,027) (3,609,615)
Interest income 25,273 20,481
Other income 7 897,617 294,303
922,890 314,784
Lossand comprehensive lossfor the year $(3,143,137) $(3,294,831)
Loss per share–basic and diluted $(0.06) $(0.12)
Weighted average number of common shares
outstanding, basic and diluted 49,352,423 27,318,796

Consolidated Statements of Changes in Shareholders' Equity (Expressed in Canadian dollars)

Number of Share-based
Note shares Share capital payments reserve Deficit Total
Balance at March 31, 2019 20,408,453 $19,715,450 $3,221,198 $(21,409,229) $1,527,419
Shares issued for cash 22,691,685 6,120,000 - - 6,120,000
Flow-through premium liability 7 - (783,378) - - (783,378)
Shares issued for debt 131,428 46,000 - - 46,000
Share issuance costs - (373,136) 114,058 - (259,078)
Share-based payments 400,000 112,000 462,175 - 574,175
Warrants exercised 125,000 41,250 - - 41,250
Loss for the year - - - (3,294,831) (3,294,831)
Balance at March 31, 2020 43,756,566 $24,878,186 $3,797,431 $(24,704,060) $3,971,557
Shares issued for cash 10,327,081 3,432,149 79,790 - 3,511,939
Flow-through premium liability 7 - (757,140) - - (757,140)
Share issuance costs - (101,050) 27,417 - (73,633)
Share-based payments - - 429,056 - 429,056
Warrants exercised 246,443 96,184 (33,654) - 62,530
Loss for the year - - - (3,143,137) (3,143,137)
Balance at March 31, 2021 54,330,090 $27,548,329 $4,300,040 $(27,847,197) $4,001,172

Consolidated Statements of Cash Flows For the Year Ended March 31, (Expressed in Canadian dollars)

Note 2021 2020
OPERATING ACTIVITIES
Loss for the year $(3,143,137) $(3,294,831)
Items not involving cash:
Amortization 5 3,994 5,347
Share-based payments 429,056 574,175
Other income 7 (897,617) (294,303)
Change in non-cash working capital items:
Receivables (74,250) (98,001)
Prepaid expenses 382,029 (389,640)
Accounts payable and accrued liabilities 129,905 (74,398)
Due to related parties (7,763) (55,380)
Cash used in operating activities (3,177,783) (3,627,031)
INVESTING ACTIVITIES
Exploration and evaluation assets - (4,703)
Cash used in investing activities - (4,703)
FINANCING ACTIVITIES
Proceeds from private placements, net of share issuance costs 9 3,438,306 5,860,922
Proceeds from warrants exercised 9 62,530 41,250
Cash provided by financing activities 3,500,836 5,902,172
Change in cash 323,053 2,270,438
Cash, beginning of the year 2,766,402 495,964
Cash, end of the year $3,089,455 $2,766,402
Supplemental disclosures with respect to cash flows:Non-cash investing and financing activities:
Fair value of finders'warrants 9(b,c) $27,417 $114,058
Fair value of bonus shares 9(b) $- $112,000
Fair value of warrants exercised 9(b) $33,654 $-
Flow-through premium liability 7 $757,140 $783,378
Shares issued for debt 9(b) $- $46,000

1. Nature of operations and going concern

Genesis Metals Corp. (the "Company" or "Genesis") was incorporated under the Business Corporations Act of British Columbia on April 26, 2010 and its principal activity is the acquisition and exploration of mineral property interests in Canada. The head office of the Company is located at #1020-800 West Pender Street, Vancouver, BC.

These financial statements have been prepared on a going concern basis which assumes that the Company will be able to realize its assets and settle its obligations in the normal course of business.

The recoverability of the amounts shown for mineral property interests is ultimately dependent upon the existence of economically recoverable reserves, securing and maintaining title and beneficial interest in the mineral properties, obtaining necessary financing to explore and develop the mineral properties, entering into agreements with others to explore and develop the mineral properties, and upon future profitable production or proceeds from disposition of the mineral properties. The amounts shown as mineral properties represent acquisition costs incurred to date, less amounts recovered from third parties and impairment charges, and do not necessarily represent present or future values.

The Company's ability to continue operations is uncertain and is dependent upon the ability of the Company to obtain necessary financing to meet its liabilities and commitments as they become payable, and the ability to generate future profitable production or operations or sufficient proceeds from the disposition thereof. The outcome of these matters cannot be predicted at this time. These material uncertainties may cast significant doubt about the Company's ability to continue as a going concern.

These consolidated financial statements do not reflect adjustments, which could be material to the carrying values and classification of assets and liabilities, which may be required should the Company be unable to continue as a going concern.

In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, have negatively affected workforces, economies, and financial markets globally, potentially leading to an economic downturn. To date, there have been no adverse effects on the Company's business or ability to raise funds.

2. Basis of preparation and statement of compliance

The consolidated financial statements of the Company have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and using interpretations issued by the International Financial Reporting Interpretation Committee ("IFRIC"). In management's opinion, all adjustments necessary for fair presentation have been included in these consolidated financial statements.

These consolidated financial statements have been prepared on a historical cost basis, except for financial instruments classified as fair value through profit or loss, which are stated at their fair value. All dollar amounts presented are in Canadian dollars unless otherwise specified. In addition, the consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information. Unless otherwise stated, amounts are expressed in Canadian dollars.

3. Significant accounting policies

(a) Principles of consolidation

These consolidated financial statements include the accounts of the Company and its wholly-owned Canadian subsidiary, Chevrier Metals Corp. All intercompany transactions and balances have been eliminated upon consolidation.

(b) Financial Instruments

The Company classifies its financial assets into one of the categories described below, depending on the purpose for which the asset was acquired. Management determines the classification of its financial assets at initial recognition.

3. Significant accounting policies (cont'd…)

(b) Financial Instruments (cont'd…)

Equity instruments that are held for trading (including all equity derivative instruments) are classified as fair value through profit or loss, 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 fair value through other comprehensive income.

Fair value through profit or loss ("FVTPL") – Financial assets carried at FVTPL are initially recorded at fair value and transaction costs are expensed. Realized and unrealized gains and losses arising from changes in the fair value of the financial asset held at FVTPL are included in profit or loss in the period in which they arise. Derivatives are also categorized as FVTPL unless they are designated as hedges.

Fair value through other comprehensive income ("FVTOCI") – Investments in equity instruments at FVTOCI are initially recognized at fair value plus transaction costs. Subsequently, they are measured at fair value, with gains and losses arising from changes in fair value recognized in other comprehensive income. There is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment.

Financial assets at amortized cost – A financial asset is measured at amortized cost if the objective of the business model is to hold the financial asset for the collection of contractual cash flows, and the asset's contractual cash flows are comprised solely of payments of principal and interest. They are classified as current assets or non-current assets based on their maturity date and are initially recognized at fair value and subsequently carried at amortized cost less any impairment.

The following table shows the classification of the Company's financial assets under IFRS 9:

Financial instrument IFRS 9 Classification
Cash Fair value through profit orloss
Receivables Financial asset measured at amortized cost
Accounts payable and accrued liabilities Financial asset measured at amortized cost
Due to related parties Financial asset measured at amortized cost

Financial liabilities other than derivative liabilities are recognized initially at fair value and are subsequently stated at amortized cost. Transaction costs on financial assets and liabilities other than those classified at FVTPL are treated as part of the carrying value of the asset or liability. Transaction costs for assets and liabilities at FVTPL are expensed as incurred.

The Company assesses on a forward-looking basis the expected credit loss ("ECL") associated with financial assets measured at amortized cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. An impairment loss in respect of a financial asset measured at amortized cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset's original effective interest rate. Losses are recognized in profit or loss and reflected in an allowance account against receivables. When a subsequent event causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through profit or loss.

(c) Exploration and evaluation expenditures

The Company is in the process of exploring its mineral property interests and has not yet determined whether these properties contain ore reserves that are economically recoverable.

3. Significant accounting policies (cont'd…)

(c) Exploration and evaluation expenditures (cont'd…)

All costs related to the acquisition of mineral properties, including option payments, are capitalized on an individual prospect basis. Amounts received for the sale of mineral properties and for option payments are treated as reductions of the cost of the property, with payments in excess of capitalized costs recognized in profit or loss. The recoverability of the amounts capitalized for the undeveloped mineral properties is dependent upon the determination of economically recoverable ore reserves, confirmation of the Company's interest in the underlying mineral claims, the ability to obtain the necessary financing to complete their development, and future profitable production or proceeds from the disposition thereof. Subsequent recovery of the resulting carrying value depends on successful development or sale of the mineral property. If a mineral property does not prove viable, all unrecoverable costs associated with the project net of any impairment provisions are written off.

Exploration and evaluation expenditures are recognized in profit or loss. Costs incurred before the Company has obtained legal rights to explore on areas of interest are recognized in profit or loss. Expenditures incurred by the Company in connection with the exploration and evaluation of mineral resources after the technical feasibility and commercial viability of extracting a mineral resource are demonstrable are capitalized.

Title to mineral properties involves inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently unreliable conveyance history characteristics of many mineral properties. The Company has investigated title to all of its mineral properties and proposed acquisition of mineral property interests and to the best of its knowledge the properties are in good standing.

From time to time, the Company may acquire or dispose of properties pursuant to the terms of option agreements. Due to the fact that options are exercisable entirely at the discretion of the optionee, the amounts payable or receivable are not recorded. Option payments are recorded as mineral property costs or recoveries when the payments are made or received.

(d) Equipment

Equipment is carried at cost, less accumulated amortization and accumulated impairment losses. The cost of equipment consists of the purchase price, any costs directly attributable to bringing the asset to the location and condition necessary for its intended use and an initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located. When parts of an item of equipment have different useful lives, they are accounted for as separate items (major components) of equipment.

Amortization on the Company's equipment is recognized at rates calculated to write off the cost of equipment, less estimated residual value, on a declining balance basis over the useful life of the assets.

Asset Basis Rate
Computer equipment Declining balance 55%
Field equipment Declining balance 20%
Furniture and fixtures Declining balance 20%
Vehicles Declining balance 30%

Equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on disposal of the asset, determined as the difference between the net disposal proceeds and the carrying amount of the asset, is recognized in profit or loss.

Residual values and estimated useful lives are reviewed at least annually.

3. Significant accounting policies (cont'd...)

(e) Provision for closure and reclamation

The Company recognizes statutory, contractual, legal, or other constructive obligations related to the retirement of its mineral property interests and its tangible long-lived assets when such obligations are incurred, if a reasonable estimate of fair value can be made. These obligations are measured initially at fair value and the resulting costs are capitalized to the carrying value of the related asset. In subsequent periods, the liability is adjusted for any changes in the amount or timing and for changes in the discount rate of the underlying future cash flows and for unwinding of the discount. The capitalized asset retirement cost is amortized to operations over the life of the asset.

(f) Impairment of non-financial assets

At the end of each reporting period the carrying amounts of the Company's long-lived assets, including mineral property interests, are reviewed to determine whether there is any indication that those assets are impaired. If any 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 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 the profit or loss for the period. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash generating unit to which the asset belongs. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash generating unit) is increased to the revised estimate of its recoverable amount, but to an amount that does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognized immediately in profit or loss.

(g) Income taxes

Income tax expense comprises current and deferred income taxes. Current and deferred income taxes are recognised in profit or loss except to the extent that it relates to a business combination, or items recognised directly in equity or in other comprehensive income.

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect to previous years.

Deferred tax is calculated in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss, and differences relating to investments in subsidiaries and jointly controlled entities to the extent that it is probable that they will not reverse in the foreseeable future. In addition, deferred tax is not recognised for taxable temporary differences arising on the initial recognition of goodwill. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax assets and liabilities, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.

A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

3. Significant accounting policies (cont'd...)

(h) Share capital

The Company records proceeds from share issuances net of issue costs and any tax effects. Share capital issued for nonmonetary consideration is recorded at fair value, being the quoted share price at the time of issuance. Proceeds received for issuance of share units consisting of common shares and warrants are recorded based on the residual value method where common shares are valued first and any excess over fair value is allocated to the warrant.

(i) Share-based payments

The cost of stock options granted to employees, directors and consultants for services received is measured using the estimated fair value at the date of the grant determined using the Black-Scholes option pricing model. The Black-Scholes option pricing model requires the input of subjective assumptions, including the expected term of the option and stock price volatility. The expected term of options granted is determined based on historical data on the average hold period before exercise, expiry or cancellation. Expected volatility is estimated with reference to the historical volatility of the share price of the Company. These estimates involve inherent uncertainties and the application of management judgment. The costs are recognized over the vesting period of the option. The total amount recognized as an expense is adjusted to reflect the number of options expected to vest at each reporting date. The corresponding credit for these costs is recognized in the share-based payment reserve in shareholders' equity.

Share based compensation arrangements in which the Company receives other goods or services as consideration for its own equity instruments are accounted for as equity settled share-based payment transactions and measured at the fair value of goods or services received. If the fair value of the goods or services received cannot be estimated reliably, the sharebased payment transaction is measured at the fair value of the equity instruments granted at the date the Company receives the goods or the services.

(j) Flow-through shares

Proceeds from flow-through shares issuances are allocated between the offering of shares and the sale of tax benefits based on the difference between the amount the investor pays for the shares and the quoted price of the Company's common shares. A liability is recognized for any premium and is reduced on a pro-rata basis as expenditures are incurred.

(k) Loss per share

Basic loss per share is computed by dividing the loss available to common shareholders by the weighted average number of common shares outstanding during the period.

The computation of the diluted loss per share assumes the conversion, exercise or contingent issuance of securities only when such conversion, exercise or issuance would have a dilutive effect on the loss per share. The dilutive effect of outstanding options and warrants and their equivalents is reflected in diluted loss per share by assuming that the proceeds would be used to purchase common shares at the average market price during the period.

Since the Company has losses, the effect of outstanding stock options and warrants has not been included in this calculation as it would be anti-dilutive.

(l) Use of estimates and judgments

The preparation of these financial statements requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, and income and expenses. Although management uses historical experience and its best knowledge of the amount, events or actions to form the basis for judgements and estimates, actual results may differ from these estimates.

3. Significant accounting policies (cont'd...)

(l) Use of estimates and judgments (cont'd…)

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and further periods if the review affects both current and future periods. The most significant accounts that require estimates as the basis for determining the stated amounts include recoverability and impairment of mineral property interests, and valuation of share-based payments.

Significant assumptions and critical estimates exercised in applying accounting policies relate to, but are not limited to, the following:

  • The carrying value and the recoverability of mineral property interests, which are included in the statements of financial position;
  • The application of the inputs used in accounting for share-based compensation expense which is included in profit or loss. These estimates are derived using the Black-Scholes option pricing model or are based on the value of comparable goods and services. Inputs are determined using readily available market data.

Significant assumptions and critical judgements are as follows:

Foreign currency translation

The functional currency of the Company and its wholly owned subsidiary is the Canadian dollar. Transactions denominated in other currencies are translated into their Canadian dollar equivalents at exchange rates prevailing at the transaction date. Carrying values of monetary assets and liabilities denominated in foreign currencies are adjusted at each statement of financial position date to reflect exchange rates prevailing at that date and the related foreign exchange gains or losses are recognized in profit or loss.

(m) New and revised standards and interpretations

On April 1, 2020, the Company adopted the following standards and interpretations effective for reporting periods beginning on or after January 1, 2020. The adoption of these standards did not have a material impact on the Company's financial statements:

IAS 1 – Presentation of Financial Statements ("IAS 1") and IAS 8 –Accounting Policies, Changes in Accounting Estimates and Errors ("IAS 8") were amended in October 2018 to refine the definition of materiality and clarify its characteristics. The revised definition focuses on the idea that information is material if omitting, misstating or obscuring it could reasonably be expected to influence decisions that the primary users of general-purpose financial statements make on the basis of those financial statements. The amendments clarify that materiality will depend on the nature or magnitude of information, or both. An entity will need to assess whether the information, either individually or in combination with other information, is material in the context of the financial statements.

4. Exploration and evaluation assets and expenditures

Exploration and Evaluation Assets

The balance of exploration and evaluation assets consist of the following:

Chevrier Gold Project,Quebec
Balance, March 31, 2019 $1,487,665
Additions 4,703
Balance, March 31, 2020 and 2021 $1,492,368

Notes to the Consolidated Financial Statements For the Years Ended March 31, 2021 and 2020 (Expressed in Canadian Dollars)

4. Exploration and evaluation assets and expenditures (cont'd…)

Exploration and Evaluation Assets (cont'd…)

(a) Chevrier Gold Project, Quebec

During the year ended March 31, 2016, the Company acquired a 100% interest in the Chevrier Gold Property for total consideration of $1,096,197. The Chevrier Gold Property consists of various contiguous mining claims, some of which are subject to royalties ranging from 7.5% - 10% on net profits of production and 0.5%-1% on the net smelter return royalties ("NSR").

In 2017, the Company additionally acquired 100% right, title, and interest in and to certain mineral claims on the Chevrier Property from Doctors Investment Group Ltd ("Doctors") by issuing 300,000 shares with a fair value of $270,000 to Doctors and paying $25,000 in claim acquisition costs. Doctors retained a 1% NSR, subject to the right of the Company to purchase 0.5% of the NSR for $750,000, thereby reducing the NSR to 0.5%.

In February 2017, the Company consolidated its land position at Chevrier by acquiring a 100% interest in the Hygrade Property from Les Ressources Tectonic Inc. ("Tectonic"). The Hygrade Property is located within the boundaries of the Company's Chevrier Gold Project. The Company made a cash payment of $25,000, issued 33,333 common shares to Tectonic with a fair value of $25,833, and granted a 2% NSR to Tectonic, which may be decreased to 1% at any time by paying Tectonic the sum of $1,500,000.

During the year ended March 31, 2019, the Company expanded its Chevrier Gold Project land position by acquiring another block of mineral claims, known as the Trenholme Property, from Tectonic. The Company made a cash payment of $15,000 and issued 40,000 shares to Tectonic with a fair value of $16,000. Tectonic retained a 2% NSR, subject to the Company's right to reduce it by 1% for $1,000,000 cash payment.

During the year ended March 31, 2020, the Company made payments to the Quebec Ministry of Energy and Natural Resources to acquire additional claims expanding the Chevrier Gold Property. There have been no additional claim acquisitions during the year ended March 31, 2021.

(b) October Gold, Ontario

In 2011, the Company entered into an option agreement, subsequently amended, to acquire a 100% interest in mineral rights to the October Gold property located within the Abitibi belt in Ontario. Upon exercise of the option, the Optionors are entitled to a 3.0% NSR of which 2.0% can be repurchased by the Company on payment of $500,000 for each 1% NSR. The Company has made all the necessary payments for the optioned property, but not all the claims have been officially transferred in the Company's name yet. The Company is currently in the process of completing the official transfer of the remaining claims into the Company's name.

During fiscal 2017, the Company wrote off the property. However, the Company resumed work on this property during the year ended March 31, 2021.

Quebec,Ontario,
Year ended March 31, 2021 Chevrier October Gold Total
Analysis $ 360,030 $ - $ 360,030
Claim maintenance - 2,018 2,018
Drilling 790,444 - 790,444
General field and camp costs 224,628 - 224,628
Geological consultingand contractors 864,707 5,500 870,207
Permitting 892 - 892
Travel 9,402 - 9,402
Tax recovery (4,659) - (4,659)
Total $ 2,245,444 7,518 $ 2,252,962

Exploration and Evaluation Expenses

Exploration and evaluation expenditures in the years ended March 31, 2021 and 2020 are as follows:

Notes to the Consolidated Financial Statements For the Years Ended March 31, 2021 and 2020 (Expressed in Canadian Dollars)

4. Exploration and evaluation assets and expenditures (cont'd…)

Exploration and Evaluation Assets (cont'd…)

Quebec, Ontario,
Year ended March 31, 2020 Chevrier October Gold Total
Analysis $503,951 $- $ 503,951
Claim maintenance 23,814 - 23,814
Drilling 217,887 - 217,887
General field and camp costs 137,118 - 137,118
Geological consultingand contractors 453,067 - 453,067
Permitting - - -
Travel 45,029 - 45,029
Tax recovery (53,116) - (53,116)
Total $1,327,750 $- $ 1,327,750

5. Equipment

Computer Furniture Field
Equipment & Fixtures Vehicles Equipment Total
Cost
At March31,2019, 2020
and2021 $3,261 $6,798 $26,542 $7,400 $44,001
Accumulated
Amortization
At March 31, 2019 $2,601 $2,796 $13,694 $2,721 $21,812
Amortization 295 742 3,442 868 5,347
At March 31, 2020 $2,896 $3,538 $17,136 $3,589 $27,159
Amortization 162 606 2,520 707 3,994
At March31, 2021 $3,058 $4,144 $19,656 $4,296 $31,153
Carrying Value
At March 31, 2020 $365 $3,260 $9,406 $3,811 $16,842
At March31, 2021 $203 $2,654 $6,886 $3,104 $12,848

6. Accounts payable and accrued liabilities

March31, 2021 March 31, 2020
Accounts payable $256,721 $160,272
Accrued liabilities 80,572 47,116
$337,293 $207,388

7. Flow-through share premium liability

Flow-through share premium liabilities include the liability portion of the flow-through shares issued. The following is a continuity schedule of the liability portion of the flow-through shares issuance.

Balance at March31, 2019 $111,313
Liability incurred on flow-through shares 783,378
Settlement of flow-through share liability on incurring expenditures (294,303)
Balance at March 31, 2020 $600,388
Liability incurred on flow-through shares 757,140
Settlement of flow-through share liability on incurring expenditures (897,617)
Balance at March31, 2021 $459,911

On May 29, 2019, the Company completed a non‐brokered private placement of 132,222 flow-through shares at a price of $0.45 per share for gross proceeds of $59,500. A premium of $0.10 per unit was received for the flow-through shares resulting in an initial liability of $13,222.

On December 31, 2019, the Company completed a non‐brokered private placement of 2,843,750 flow-through shares at a price of $0.32 per share for gross proceeds of $910,000. A premium of $0.095 per unit was received for the flow-through shares resulting in an initial liability of $270,156.

On March 9, 2020, the Company completed a non‐brokered private placement of 2,000,000 flow-through shares at a price of $0.50 per share for gross proceeds of $1,000,000. A premium of $0.25 per unit was received for the flow-through shares resulting in an initial liability of $500,000.

On August 5, 2020, the Company completed a non‐brokered private placement of 4,453,764 flow-through shares at a price of $0.45 per share for gross proceeds of $2,004,194. A premium of $0.17 per unit was received for the flow-through shares resulting in an initial liability of $757,140.

The flow-through liability is amortized to Other Income in the Statement of Loss and Comprehensive Loss, based on the percentage of the eligible expenditures incurred during the period. As at March 31, 2021, the Company has an obligation to spend $1,217,409 in flow-through proceeds by December 31, 2021, by which time the outstanding flow-through share premium liability of $459,911 will be settled when these flow-through expenditures are made.

8. Related party transactions

(a) Transactions:

Key management personnel consist of directors and senior management including the President and Chief Executive Officer ("CEO"), Chief Financial Officer ("CFO") or companies controlled by them.

The Company paid or accrued the following amounts to key management personnel:

YearendedMarch31, 2021 YearendedMarch31, 2020
Consultingand salaries* $330,356 $654,812
Director fees 72,600 80,500
Share-based compensation 291,857 325,696
$694,813 $1,061,008

* This category includes a one-time signing bonus of $225,000 paid for the CEO services to a company controlled by the current CEO in the year ended March 31, 2020. As per the terms of the agreement between the Company and the CEO, this amount is to be paid back to the Company on a pro rata basis, if the CEO services are terminated within two (2) years of the effective date of the agreement (November 30, 2019).

Notes to the Consolidated Financial Statements For the Years Ended March 31, 2021 and 2020 (Expressed in Canadian Dollars)

8. Related party transactions (cont'd…)

(b) Due to related parties:

March31, 2021 March 31, 2020
Consulting, managementfees and salaries $23,332 $36,828
Director fees 47,230 41,497
$70,562 $78,325

(c) Other related party transactions:

Amounts due to related parties are unsecured, have no fixed repayments, and are non-interest bearing.

As at March 31, 2021, a total of $23,165 (March 31, 2020 - $17,257) was included in prepaid expenses to related parties representing travel expense advances, consulting fees, service and rent deposits.

The following are transactions with a company owned by close family of a director:

Year endedMarch 31, 2021 YearendedMarch31, 2020
Consulting feesand CFO services $64,200 $47,000
Investor relations 21,000 12,000
Office and sundry 2,396 -
Office rent 17,468 9,750
Share-based compensation 6,236 18,774
$111,301 $87,524

9. Share capital and reserves

(a) Authorized:

Unlimited common shares without par value.

(b) Share issuances:

Year Ended March 31, 2021:

On August 5, 2020, the Company closed a non-brokered private placement pursuant to which the Company issued an aggregate of 3,593,591 units at a price of $0.28 per unit and 4,453,764 flow-through shares at a price of $0.45 per share for total gross proceeds of $1,006,205 and $2,004,194 respectively. Each unit was comprised of one common share and one-half of one common share purchase warrant, exercisable at a price of $0.42 for a period of 2 years.

In connection with the private placement, the Company incurred share issuance costs totaling $80,016. This amount includes $27,417 representing the fair value of 70,448 finders' warrants issued in relation to the sale of units and 61,460 warrants issued in relation to the sale of flow-through shares. Each unit-related finders' warrant is exercisable to acquire one common share of the Company at a price of $0.42 per share for a period of two years from the date of issuance and each warrant issued in relation to the sale of the flow-through shares is exercisable to acquire one common share of the Company at a price of $0.45 per share for a period of two years from the date of issuance.

On March 5, 2021, the Company closed a non-brokered private placement by issuing 2,279,726 units at $0.22 per unit for aggregate gross proceeds of $501,540. Each unit was comprised of one common share and one-half of one common share purchase warrant with each whole warrant exercisable into one additional common share at a price of $0.30 for a period of two years. In connection with the private placement, the Company incurred $21,034 in share issuance costs.

9. Share capital and reserves (cont'd…)

(Expressed in Canadian Dollars)

(b) Share issuances (cont'd…):

During the year ended March 31, 2021, the Company issued 246,443 shares upon exercise of warrants for gross proceeds of $62,530. A fair value of exercised warrants of $33,654 was re-allocated from share-based payments reserve to share capital.

Year Ended March 31, 2020:

On May 29, 2019, the Company completed a non-brokered private placement for gross proceeds of $520,000. The Company issued 1,315,713 units at $0.35 per unit, with one-half warrants exercisable at $0.50 for two years, and 132,222 flow-through shares issued at a price of $0.45. A premium of $0.10 for the flow-through shares resulted in the initial liability of $13,222. In relation to this private placement, the Company incurred share issuance costs of $15,649 in cash and issued 3,656 finders' warrants with a fair value of $658, exercisable at $0.50 for two years.

On August 29, 2019, the Company issued 131,428 common shares with a fair value of $0.35 per share in settlement of outstanding debts in the amount of $46,000 owing to a former director and officer of the Company.

On December 20, 2019, the Company completed a non-brokered private placement by issuing 16,400,000 units at $0.225 for gross proceeds of $3,690,000 and 2,843,750 flow-through shares at $0.32 for the proceeds of $910,000. Each unit was comprised of one common share of the Company and one-half of one common share purchase warrant, with each whole warrant entitling the holder to purchase one common share of the Company at a price of $0.33 per share until December 20, 2021. In relation to the private placement, the Company incurred $324,220 in share issuance costs, which includes finders' warrants with a total fair value of $109,092. The Company issued 775,347 finders' warrants exercisable at $0.25 as commission on units and 21,875 finders' warrants with an exercise price of $0.32 as commission on flow-through shares. The finders' warrants are exercisable for a period of two years. In connection with the issuance of flow-through shares, the Company recorded a flow-through premium liability of $270,156 (Note 7).

On December 20, 2019, the Company issued 400,000 bonus shares to its directors and consultants. The shares had a fair value of $0.28 per share for the total value of $112,000.

On March 9, 2020, the Company completed a non-brokered private placement by issuing 2,000,000 flow-through shares at $0.50 for gross proceeds of $1,000,000. In relation to the private placement, the Company incurred $32,609 in share issue costs, which includes 35,000 finders' warrants with a total fair value of $4,308. The finders' warrants are exercisable at $0.50 for a period of two years. Upon issuance of the flow-through shares, the Company also recorded a flow-through premium liability of $500,000 (Note 7).

During the year ended March 31, 2020, a total of 125,000 warrants were exercised for the total proceeds of $41,250.

9. Share capital and reserves (cont'd…)

(c) Warrants:

The change in warrants issued is as follows:

Weighted average
Number of warrants exercise price
Balance, March 31, 2019 4,807,738 $0.85
Granted 9,693,735 0.34
Exercised (125,000) 0.33
Expired (2,882,041) 1.08
Balance, March 31, 2020 11,494,432 $0.36
Granted 3,068,567 0.37
Exercised (246,443) 0.25
Expired (1,925,697) 0.50
Balance, March31, 2021 12,390,859 $0.35

Summary details of warrants outstanding as at March 31, 2021 are as follows:

Outstanding ExercisePrice Expiry Date
661,513 $ 0.50 May 29, 2021*
8,075,000 $ 0.33 December 20, 2021
542,029 $ 0.25 December 20, 2021
8,750 $ 0.32 December 20, 2021
35,000 $ 0.50 March 9, 2022
61,460 $ 0.45 August 05, 2022
1,867,244 $ 0.42 August 05, 2022
1,139,863 $ 0.30 March 05, 2023
12,390,859 $ 0.35

* Subsequent to the year ended March 31, 2021, all 661,513 warrants expired unexercised.

The fair value of finders' warrants was estimated using the Black-Scholes option pricing model with the following weighted average assumptions:

Year ended Year ended
March 31, 2021 March 31, 2020
Average risk-free interest rate 0.27% 1.60%
Expected dividend yield 0% 0%
Expected stock price volatility 177.50% 124.99%
Average expected option life in years 2.0 2.0
Average fair value per warrant issued $0.21 $0.14

9. Share capital and reserves (cont'd…)

(d) Share-based payments:

The Company has a share purchase option plan whereby the Board of Directors may, from time to time, grant options to directors, officers, employees or consultants. Options granted have a maximum exercise timeline of ten years from date of grant or such lesser period as determined by the board of directors. The exercise price of an option is not less than the closing price on the TSX Venture Exchange on the last trading day preceding the grant date. Under the plan the Company is authorized to grant stock options of up to ten percent (10%) of the number of common shares issued and outstanding. Options granted to directors, officers and consultants vest at the discretion of the board. Options granted to investor relations vest in the amount of 25% every three months from the date of grant over a period of twelve months.

A continuity of options outstanding is as follows:

Number of options Weighted average
outstanding exercise price
Balance, March 31, 2019 1,895,000 $0.85
Granted 2,150,000 0.28
Expired (290,000) 1.04
Balance, March 31, 2020 3,755,000 $0.38
Granted 1,720,000 0.28
Expired (815,000) 0.43
Balance, March31, 2021 4,660,000 $0.34

The fair value of the options granted during the year ended March 31, 2021, was determined using the Black-Scholes pricing model with the following assumptions:

Year Ended Year Ended
March 31, 2021 March 31, 2020
Average risk-free interest rate 0.36% 1.62%
Expected dividend yield 0% 0%
Expected stock price volatility 142.91% 140.65%
Average expected life in years 5 5.0
Average fair value per option granted $0.25 $0.20

A summary of the details of options outstanding and exercisable at March 31, 2021 is as follows:

Number of options Weighted average Exercise Number ofoptions
Expiry date outstanding remaining lifein years price exercisable
August 5, 2024 20,000 3.35 $ 0.50 20,000
July 27, 2021 250,500 0.32 $ 0.50 250,500
January 19, 2022 48,000 0.81 $ 0.50 48,000
February 27, 2022 15,000 0.91 $ 0.50 15,000
July 11, 2022 281,000 1.28 $ 0.50 281,000
August 8, 2023 20,000 2.36 $ 0.50 20,000
December 11, 2023 235,500 2.70 $ 0.50 235,500
January 14, 2024 330,000 2.79 $ 0.50 330,000
May 30, 2024 50,000 3.17 $ 0.50 50,000
December 20, 2024 1,850,000 3.73 $ 0.27 1,850,000
September 1, 2025 1,560,000 4.42 $ 0.28 1,560,000
4,660,000 3.46 $ 0.34 4,660,000

Notes to the Consolidated Financial Statements For the Years Ended March 31, 2021 and 2020 (Expressed in Canadian Dollars)

10. Income taxes

(a) A reconciliation of income taxes at statutory rates with the reported taxes is as follows:

2021 2020
Loss for the year $(3,143,137) $(3,294,831)
Expected income tax (recovery) $(848,647) $(903,946)
Change in statutory tax rates and other 50,844 (36,617)
Permanent differences (149,416) 77,618
Share issue costs (19,881) (69,951)
Impact of flow-through shares 475,483 305,251
Adjustment to prior years provision versus statutory tax returns
and other 138,544 9,262
Change in unrecognized deductible temporary differences 353,073 618,383
Recovery of income taxes $- $-

(b) The significant components of the Company's deferred tax assets that have not been included on the consolidated statement of financial position are as follows:

2021 2020
Deferred tax assets
Mineral property interests $3,805,000 $3,861,000
Property and equipment 42,000 41,000
Share issue costs 76,000 91,000
Allowable capital losses 1,000 1,000
Non-capital losses available for future period 3,468,000 3,045,000
7,392,000 7,039,000
Unrecognized deferred tax assets (7,392,000) (7,039,000)
Net deferred tax assets $- $-

(c) The significant components of the Company's temporary differences, unused tax credits and unused tax losses that have not been included on the consolidated statement of financial position are as follows:

2021 Expiry date range
Temporary differences
Mineral property interests $12,248,000 No expiry date
Investment tax credit 683,000 2031to 2034
Property and equipment 155,000 No expiry date
Share issue costs 280,000 2042to 2045
Allowable capital losses 4,000 No expiry date
Non-capital losses available for future period 12,845,000 2024to 2041

Tax attributes are subject to review, and potential adjustment, by tax authorities.

For the Years Ended March 31, 2021 and 2020 (Expressed in Canadian Dollars)

11. Financial instruments

The three levels of the fair value hierarchy are described below:

  • Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
  • Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability.
  • Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

The carrying values of cash, receivables, accounts payable and accrued liabilities, and due to related parties approximate their fair values due to their short terms to maturity.

Financial instrument risk exposure and risk management:

(i) Credit risk:

Credit risk arises from the possibility that counterparties may be unable to fulfill their commitments to the Company. The Company's credit risk is primarily attributable to cash and receivables. The carrying value of these instruments represents the Company's maximum exposure to credit risk. The Company manages and limits exposure to credit risk by maintaining its cash with high-credit quality financial institutions. The Company's cash is held through large Canadian financial institutions and receivables mainly consist of taxes receivable from the Government of Canada (Goods and Services Tax) and the province of Quebec (Quebec Sales Tax). Management believes that the credit risk related to its cash and receivables is low.

(ii) Liquidity risk:

Liquidity risk is the risk that the Company cannot meet its financial obligations associated with financial liabilities in full. The Company manages liquidity risk through the management of its capital structure, as outlined in Note 12 of these financial statements. As at March 31, 2021, the Company had a working capital of $2,495,956. The Company is dependent on obtaining regular financings in order to continue as a going concern. Despite previous success in acquiring these financings, there is no guarantee of obtaining future financings. The Company is exposed to liquidity risk.

(iii) Market risk:

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and commodity and equity prices.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company's interest-bearing financial assets are comprised of cash which bears interest at fixed or variable rates. The Company is not exposed to material interest rate risk.

Foreign currency risk

The Company operates in Canada and is not exposed to any significant foreign currency risk.

Price risk

The Company is exposed to price risk with respect to commodity and equity prices. Equity price risk is defined as the potential adverse impact on the Company's earnings due to movements in individual equity prices or general movements in the level of the stock market. Commodity price risk is defined as the potential adverse impact on profit or loss and economic value due to commodity price movements and volatilities. The Company closely monitors commodity prices of resources, individual equity movements, and the stock market to determine the appropriate course of action to be taken by the Company.

12. Capital management

The Company's objectives when managing capital are:

  • To maintain and safeguard its accumulated capital in order to provide an adequate return to shareholders by maintaining a sufficient level of funds to support continued evaluation and maintenance at the Company's existing properties, and to acquire, explore, and develop other mineral properties.
  • To invest cash in demand deposits with high credit quality issuers, thereby minimizing the risk and loss of principal.
  • To obtain the necessary financing to complete exploration, if and when it is required.

In the management of capital, the Company includes shareholders' equity in the definition of capital. The Company is not subject to externally imposed capital requirements. The Company manages the capital structure and makes adjustments to it, based on the level of funds required to manage its operations in light of changes in economic conditions and the risk characteristics of its underlying assets. In order to maximize ongoing operations, the Company does not pay dividends. Notwithstanding the risks described in Note 1 of the financial statements, the Company expects to continue to raise funds, from time to time, to continue meeting its capital management objectives. There were no changes to management approach to capital management during the year ended March 31, 2021.

13. Segmented information

The Company operates in one reportable segment, being the acquisition and exploration of mineral projects. All of the Company's non-current assets and operations are within the mineral exploration sector in Canada.

14. Subsequent events

Subsequent to the year ended March 31, 2021, the Company:

  • Granted 1,475,000 common share purchase options to consultants, directors and officers. 400,000 options, granted on April 21, 2021, are exercisable at a price of $0.24 for a period of three years and 1,075,000, granted on May 10, 2021, are exercisable at the same price of $0.24 for a period of five years.
  • On May 6, 2021, completed a non-brokered private placement for gross proceeds of $1,241,000. The Company issued 5,170,835 flow-through common shares at $0.24 per share. The Company incurred cash finders' fees of $68,460 and issued 285,250 finders' warrants. The warrants are exercisable at $0.24 for a period of two years.
  • Had 661,513 warrants expire unexercised and 112,500 stock options were forfeited.