Fox River Resources Corporation — Interim / Quarterly Report 2021

Mar 16, 2021

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Condensed Interim Consolidated Financial Statements

For the three months ended January 31, 2021

(unaudited)

(presented in Canadian dollars)

Notice of non-review of condensed interim financial statements

In accordance with National Instrument 51-102 Continuous Disclosure Obligations of the Canadian Securities Administrators, notice is given that the condensed interim consolidated financial statements for the three month period ended January 31, 2021 have not been reviewed by the Company’s auditors.

Fox River Resources Corporation Condensed Interim Consolidated Statements of Financial Position

(unaudited)

As at		Jan. 31, 2021		Oct. 31, 2020
Assets
Current assets
Cash and cash equivalents (note 3a)	$	515,210	$	592,666
Sales tax receivable		8,848		5,200
Prepaid expenses		1,260		7,011
Marketable securities (note 7)		45,120		39,104
		570,438		643,981
Non-current assets
Restricted cash (note 3a)		5,000		5,000
Total assets	$	575,438	$	648,981
Liabilities
Accounts payable and accrued liabilities	$	17,282	$	29,748
		17,282		29,748
Shareholders' equity
Share capital (note 4)		1,271,643		1,271,643
Share based payment reserve (note 5)		125,580		125,580
Deficit		(839,067)		(777,990)
		558,156		619,233
Total liabilities and shareholders' equity	$	575,438	$	648,981

Reporting entity (note 1) Commitments and contingencies (note 10)

The accompanying notes are an integral part of the condensed interim consolidated financial statements.

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Fox River Resources Corporation Condensed Interim Consolidated Statements of Operations and Comprehensive Income (Loss) (unaudited)

		Three		Three
	**months ended **		months ended
	Jan. 31, 2021		Jan. 31, 2020
Expenses
Consulting fees (note 9)	$	25,500	$	25,500
Exploration & evaluation expenditures (note 8)		25,076		52,884
Administration		10,707		15,811
Shareholder information		6,010		3,674
Professional fees		220		-
(Loss) from operations		(67,513)		(97,869)
Interest income		420		4,549
Gain (loss) on change in fair value of marketable securities (note 7)		6,016		7,520
Net loss and comprehensive loss	**$ **	(61,077)	**$ **	(85,800)
Basic and fully diluted lossper share(note 6)	$	(0.001)	$	(0.002)

The accompanying notes are an integral part of the condensed interim consolidated financial statements.

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Fox River Resources Corporation Condensed Interim Consolidated Statements of Cash Flows

(unaudited)

For the three months ended,		Jan. 31, 2021		Jan. 31, 2020
Cash flows from operating activities
Net loss	$	(61,077)	$	(85,800)
Unrealized (gain) loss on marketable securities (note 7)		(6,016)		(7,520)
Changes in non-cash working capital items
Accounts receivable		(3,648)		(1,963)
Prepaid expenses		5,751		5,560
Accounts payable and accrued liabilities		(12,466)		(8,943)
		(77,456)		(98,666)
Net change in cash and cash equivalents		(77,456)		(98,666)
Cash and cash equivalents, beginning of period		592,666		867,400
Cash and cash equivalents, end ofperiod	$	515,210	$	768,734
Supplemental cash flow information
Interest received	$	420	$	4,549

The accompanying notes are an integral part of the condensed interim consolidated financial statements.

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Fox River Resources Corporation Condensed Interim Consolidated Statements of Changes in Shareholders' Equity (unaudited)

	Number	Share	Share based	Share based
	of shares	capital	payment reserve			Deficit		Total
Balance, October 31, 2019	41,278,527	$ 1,271,643	$	125,580	$	(506,830)	$	890,393
Net loss and comprehensive loss for the period	-	-		-		(85,800)		(85,800)
Balance, January 31, 2020	41,278,527	$ 1,271,643	$	125,580	$	(592,630)	$	804,593
Net loss and comprehensive loss for the period	-	-		-		(185,360)		(185,360)
Balance, October 31, 2020	41,278,527	$ 1,271,643	$	125,580	$	(777,990)	$	619,233
Net loss and comprehensive loss for the period	-	-		-		(61,077)		(61,077)
Balance, January 31, 2021	41,278,527	$ 1,271,643	$	125,580	$	(839,067)	$	558,156

The accompanying notes are an integral part of the condensed interim consolidated financial statements.

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Fox River Resources Corporation Notes to the Condensed Interim Consolidated Financial Statements Three months ended January 31, 2021 (unaudited)

1. REPORTING ENTITY

Fox River Resources Corporation (“Fox River” or the “Company”) was incorporated pursuant to the Canada Business Corporations Act under the name “9508309 Canada Inc.” on November 12, 2015. Articles of amendment were subsequently filed on December 7, 2015 to change the name of the Company to “Fox River Resources Corporation”. The registered office of the Company is located at 350 Bay Street, Suite 700, Toronto, Ontario M5H 2S6. The Company has one wholly-owned subsidiary: Baltic Resources Inc. ("Baltic").

The Company's business plan includes acquiring, exploring, evaluating and developing mineral and natural resources properties such as its wholly-owned Martison Phosphate Project.

In March 2020, the COVID-19 outbreak was declared a global pandemic by the World Health Organization. The situation is dynamic and the ultimate duration and magnitude of the impact on the economy, capital markets and the Company's financial position cannot be reasonably estimated at this time. The Company is monitoring developments and will adapt its business plans accordingly. The actual and threatened spread of COVID-19 globally could adversely impact the Company's ability to carry out its plans and raise capital. To date, the Company's operations have been minimally impacted and the Company continues to be able to plan and carry out activities.

2. BASIS OF PRESENTATION AND STATEMENT OF COMPLIANCE

These condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting ("IAS 34") on the basis of International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). Accordingly, they do not include all of the information required for full annual financial statements as required by IFRS. These condensed interim consolidated financial statements are presented in Canadian dollars and should be read in conjunction with the Company's audited consolidated financial statements for the year ended October 31, 2020.

These condensed interim consolidated financial statements have been prepared on the basis of a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business, and on a historical cost basis except for the revaluation of certain financial instruments. In addition, these condensed interim consolidated financial statements have been prepared using the accrual basis of accounting except for cash flow information.

The Board of Directors approved the condensed interim consolidated financial statements and authorized their issuance on March 16, 2021.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The financial framework and accounting policies applied in the preparation of these condensed interim consolidated financial statements are consistent with those as disclosed in the most recently completed audited consolidated financial statements for the year ended October 31, 2020.

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Fox River Resources Corporation Notes to the Condensed Interim Consolidated Financial Statements Three months ended January 31, 2021 (unaudited)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(a) Cash and cash equivalents

Cash and cash equivalents include money market instruments and Guaranteed Investment Certificates ("GICs") which are readily convertible into cash or have maturities at the date of purchase of less than ninety days.

	**January **	31, 2021	October	31, 2020
Cash	$	76,503	$	54,378
Moneymarket instruments & GICs		438,707		538,288
Cash and cash equivalents	$	515,210	$	592,666

Restricted cash consists of GIC collateral of $5,000 for a corporate credit card.

(b) Changes in accounting policies

The Company did not adopt any new accounting policies during the period ended January 31, 2021.

(c) Critical accounting estimates and significant judgements

The preparation of these financial statements requires management to make judgements and estimates the affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. The financial statements include judgements and estimates which, by their nature, are uncertain, and actual outcomes could differ. The impacts of such judgements and estimates are pervasive throughout the financial statements, and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and also in future periods when the revision affects both current and future periods. The preparation of these financial statements required the following critical accounting estimates and significant judgements:

• (i) The fair value of stock options issued is subject to the limitations of the Black Scholes option pricing model that incorporates market data and involves uncertainty in estimates used by management in the assumptions. Because the Black Scholes option pricing model requires the input of highly subjective assumptions, including the volatility of share prices, changes in input assumptions can materially affect the fair value estimate.

• (ii) The preparation of the financial statements requires management to make judgments regarding the going concern of the Company.

4. SHARE CAPITAL

The authorized share capital consists of an unlimited number of common shares with no par value and an unlimited number of non-voting special shares. As at January 31, 2021, the Company had 41,278,527 common shares issued and outstanding.

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Fox River Resources Corporation Notes to the Condensed Interim Consolidated Financial Statements Three months ended January 31, 2021 (unaudited)

4. SHARE CAPITAL (continued)

The Company did not issue any common shares during the year ended October 31, 2020 and three months ended January 31, 2021.

						Number of Shares	Consideration
Balance, October	31,	2020	**and January **	**31, **	2021	41,278,527	$ 1,271,643

5. SHARE BASED PAYMENTS

The Company has a Share Option Plan (the "Plan") under which it is authorized to grant options to purchase common shares of the Company to directors, senior officers, employees and/or consultants of the Company. The aggregate number of shares of the Company which may be issued and sold under the Plan will not exceed 10% of the total number of common shares issued and outstanding from time to time. Share options are granted with a maximum term of five years with vesting requirements at the discretion of the Board of Directors.

The following table reflects the continuity of share options for the year ended October 31, 2020 and three months ended January 31, 2021.

	Options	Exercise price	Exercise price
Balance, October 31, 2019	2,700,000	$	0.05
Granted	-		-
Expired	(500,000)		0.05
Balance, October 31, 2020	2,200,000		0.05
Balance, January 31, 2021	2,200,000	$	0.05
As at January 31, 2021, the following share options were outstanding and exercisable:
Expiry date	Options	Exercise price
April 1, 2021	1,700,000		0.05
August 19, 2024	500,000		0.07
Options Outstanding and Exercisable	2,200,000	$	0.05

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Fox River Resources Corporation Notes to the Condensed Interim Consolidated Financial Statements Three months ended January 31, 2021 (unaudited)

6. INCOME (LOSS) PER SHARE

The following table sets forth the computation of basic and diluted income (loss) per share:

	Three	Three
	months ended	months ended
	Jan. 31, 2021	Jan. 31, 2020
Net income (loss)	$ (61,077)	$ (85,800)
Weighted-average common shares outstanding:
Basic	41,278,527	41,278,527
Diluted	41,278,527	41,278,527
Basic income (loss) per common share	$ (0.001)	$ (0.002)
Diluted income(loss) per common share	$ (0.001)	$ (0.002)

7. MARKETABLE SECURITIES

The Company did not buy or sell any marketable securities during the year ended October 31, 2020 or three months ended January 31, 2021. The Company held the following marketable securities as at January 31, 2021:

Company								Security				Cost
Chibougamau Independent Mines				Inc.			300,800 common shares				$	40,126
Fair Value		Acquisition		Unrealized		Fair Value		Acquisition		Unrealized		Fair Value
Oct. 31, 2019		(Disposition)		Gain / (Loss)		Oct. 31, 2020		(Disposition)		Gain / (Loss)		Jan. 31, 2021
$ 28,576	$	-	$	10,528	$	39,104	$	-	$	6,016	$	45,120

8. EXPLORATION AND EVALUATION EXPENDITURES

The Company owns a 100% interest in the Martison Phosphate Project (the "Project"), which is located about 70 kilometers northeast of the town of Hearst, Ontario. The Project mining leases and claims cover a contiguous area of approximately 8,256 ha. The Company's interest in the Project is subject to a net sales returns ("NSR") royalty of 1% for all phosphate concentrate sold, a royalty of $0.40 per tonne of phosphate concentrate produced subject to escalation based on phosphoric acid prices, and a NSR royalty of 2% for all non-phosphate-related products sold. The Company has a one-time right to acquire the 1% NSR royalty prior to commencement of commercial production for $3,000,000.

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Fox River Resources Corporation Notes to the Condensed Interim Consolidated Financial Statements Three months ended January 31, 2021 (unaudited)

8. EXPLORATION AND EVALUATION EXPENDITURE (continued)

The following table sets forth the items under exploration and evaluation expenditures:

		Three		Three
	months ended		months ended
	Jan. 31, 2021		Jan. 31, 2020
Leases and property taxes	$	1,272	$	2,719
Storage and rent		5,400		6,943
Technical and consulting		18,404		35,132
Travel and transportation		-		8,091
Exploration and evaluation expenditures	$	25,076	$	52,885

9. RELATED PARTY TRANSACTIONS

(a) Director and executive compensation

Director and executive compensation for the three months ended January 31, 2020 and 2021 consisted of the following:

	Three	Three
	months ended	months ended
	Jan. 31, 2021	Jan. 31, 2020
Cash compensation	$ 25,500	$ 25,500
Total	$ 25,500	$ 25,500

No stock options were granted to directors or officers during the year ended October 31, 2020 or three months ended January 31, 2021.

(b) Director and executive transactions

The aggregate value of transactions and outstanding balances relating to entities over which directors and executive management have control or significant influence were as follows:

		Transaction value	Transaction value		Balance	outstanding	outstanding
		3 mo. ended	3 mo. ended
	Note	Jan. 31, 2021	Jan. 31, 2020	Jan.	31, 2021	Jan.	31, 2020
Consulting fees	(i)	$ 25,500	$ 25,500	$	-	$	-
Total		$ 25,500	$ 25,500	$	-	$	-

(i) The Company pays consulting fees of $5,000 per month to Stephen Case, the Chief Executive Officer and a Director, and $3,500 per month to Fraser Laschinger, the Chief Financial Officer.

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Fox River Resources Corporation Notes to the Condensed Interim Consolidated Financial Statements Three months ended January 31, 2021 (unaudited)

10. COMMITMENTS AND CONTINGENCIES

(a) Mining leases

The Company has three 21-year mining leases with the Province of Ontario which grant the Company surface and mining rights to the Project. One of the mining leases commenced on August 1, 2002 and the remaining two on May 1, 2011. The aggregate annual payment for the three leases is estimated to be approximately $13,000.

11. CAPITAL MANAGEMENT

The Company's capital structure consists of shareholder's equity, which amounted to $ 558,156 on January 31, 2021. The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to support the acquisition, exploration and development of mineral properties. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company's management to sustain future development of the business. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. Neither the Company nor its subsidiary is subject to externally imposed capital requirements. There were no changes in the Company's approach to capital management during the period ended January 31, 2021.

12. FINANCIAL RISK FACTORS

The Company's risk exposures and the impact on the Company's financial instruments are summarized below:

(a) Credit risk

The Company's cash balance of $ 76,503 is held by a Schedule I Canadian Chartered Bank. The Company's cash equivalents balance of $ 438,707 primarily consists of investment savings accounts and/or guaranteed investment certificates issued by Schedule I Canadian Chartered Banks. The Company has no significant concentration of credit risk arising from operations. Management believes that the credit risk concentration with respect to financial instruments is remote.

(b) Liquidity risk

The Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to fund its liabilities as they become due. All of the Company's financial liabilities have contractual maturities of less than 60 days and are subject to normal trade terms. As at January 31, 2021, the Company had cash and cash equivalents of $ 515,210 to settle current liabilities of $ 17,282 .

(c) Interest rate risk

The Company has cash balances and no interest-bearing debt. Interest rate risk is remote.

(d) Market price risk

The Company is indirectly exposed to price risk with respect to the price of phosphate products. The Company closely monitors commodity prices to determine the appropriate course of action to be taken by the Company. Price risk is remote since the Company is not a producing entity.

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Fox River Resources Corporation Notes to the Condensed Interim Consolidated Financial Statements Three months ended January 31, 2021 (unaudited)

12. FINANCIAL RISK FACTORS (continued)

(e) Marketable securities price risk

The Company is exposed to equity securities price risk because of the marketable securities held by the Company. The Company's marketable securities are not part of its core operations, and accordingly, gains and losses from these investments are not representative of the Company's performance. As at January 31, 2021, the impact of a 10% increase or decrease in the share prices of the marketable securities would have resulted in an increase or decrease of $ 4,512 that would have been included in net loss and comprehensive loss.

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