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Generation Uranium Inc. — Interim / Quarterly Report 2022
Dec 30, 2021
47808_rns_2021-12-29_551e1c99-f6cc-4056-bf7c-857caa21c709.pdf
Interim / Quarterly Report
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JESSY VENTURES CORP.
(A Capital Pool Company) Condensed Interim Financial Statements For the Six Months Ended October 31, 2021 (Expressed in Canadian dollars - Unaudited)
JESSY VENTURES CORP. (A Capital Pool Company)
Condensed Interim Statements of Financial Position (Expressed in Canadian dollars – Unaudited)
| As at, October 31, 2021 |
April 30, 2021 |
|---|---|
| $ Assets Current assets Cash(Note 3) 326,538 |
$ 137,791 |
| 326,538 Exploration and evaluation asset (Note 4) 10,000 |
137,791 - |
| Total assets 336,538 |
137,791 |
| Liabilities Current liabilities Accountspayable and accrued liabilities(Note 6) 26,176 |
10,829 |
| Shareholders’ equity Share capital (Note 5) 490,368 Reserves (Note 5) 39,900 Deficit (219,906) |
245,118 39,900 (158,056) |
| Total shareholders’equity 310,362 |
126,962 |
| Total liabilities and shareholders’ equity 336,538 |
137,791 |
Nature and continuance of operations (Note 1)
Approved and authorized for issuance on behalf of the Board of Directors on December 28, 2021 by:
| /s/ Director |
/s/ Anthony Zelen |
|---|---|
| Director |
The accompanying notes are an integral part of these condensed interim financial statements.
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JESSY VENTURES CORP. (A Capital Pool Company)
Condensed Interim Statements of Loss and Comprehensive Loss (Expressed in Canadian dollars - Unaudited)
| Three months ended Six months ended |
Three months ended Six months ended |
|
|---|---|---|
| October 31, 2021 October 31, 2020 October 31, 2021 |
October 31, 2020 |
|
| Expenses Bank fees and interest Filing fees Professional fees (Note 6) |
$ $ $ 780 72 797 36,611 4,187 19,442 19,580 377 41,611 |
$ 90 6,312 2,027 |
| Loss and comprehensive loss for theperiod | (56,971) (4,636) (61,850) |
(8,429) |
| Lossper share,basic and diluted | (0.01) (0.00) (0.01) |
(0.00) |
| Weighted average shares outstanding, basic and diluted | 6,010,767 1,120,219 5,005,384 |
1,120,219 |
The accompanying notes are an integral part of these condensed interim financial statements.
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JESSY VENTURES CORP. (A Capital Pool Company)
Condensed Interim Statements of Changes in Shareholders’ Equity (Expressed in Canadian dollars - Unaudited)
| Share capital Numberofshares Amount Reserves Deficit Total shareholders’ equity |
|
|---|---|
| Balance, April 30, 2020 Loss for theperiod |
$ $ $ $ 4,000,000 245,118 39,900 (122,346) 162,672 - - - (8,429) (8,429) |
| Balance,October 31,2020 | 4,000,000 245,118 39,900 (130,775) 154,243 |
| Balance,April 30,2021 | 4,000,000 245,118 39,900 (158,056) 126,962 |
| Private placement Warrant exercise Loss for theperiod |
2,718,332 244,650 - - 244,650 6,000 600 - - 600 - - - (61,850) (61,850) |
| Balance, October 31, 2021 | 6,724,332 490,368 39,900 (219,906) 310,362 |
The accompanying notes are an integral part of these condensed interim financial statements.
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Condensed Interim Statements of Cash Flows (Expressed in Canadian dollars - unaudited)
JESSY VENTURES CORP. (A Capital Pool Company)
| October 31, | October 31, | |||
|---|---|---|---|---|
| For the six months ended | 2021 | 2020 | ||
| $ | $ | |||
| Cash flows from operating activities | ||||
| Loss for the period | (61,850) | (8,429) | ||
| Changes in non-cash working capital items: | ||||
| Accountspayable and accrued liabilities | 15,347 | (9,136) | ||
| Net cash used in operatingactivities | (46,503) | (17,565) | ||
| Cash flows from investing activity | ||||
| Acquisition ofproperty | (10,000) | - | ||
| Net cash used in investingactivity | (10,000) | - | ||
| Cash flows from financing activities | ||||
| Proceeds from private placement | 244,650 | - | ||
| Proceeds from warrant exercise | 600 | - | ||
| Net cashprovided byfinancingactivities | 245,250 | - | ||
| Change in cash | 188,747 | (17,565) | ||
| Cash, beginningofperiod | 137,791 | 171,808 | ||
| Cash, end ofperiod | 326,538 | 154,243 |
During the periods ended October 31, 2021 and 2020, the Company made cash payments of $nil for interest and taxes and the Company did not incur any non-cash financing or investing activities.
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JESSY VENTURES CORP. (A Capital Pool Company) Notes to the Condensed Interim Financial Statements For the Period Ended October 31, 2021 (Expressed in Canadian dollars - unaudited)
1. NATURE AND CONTINUANCE OF OPERATIONS
Jessy Ventures Corp. (the “Company”) was incorporated under the Business Corporations Act (British Columbia) on November 21, 2018. The Company was formed for the primary purpose of completing an Initial Public Offering (“IPO”) on the TSX Venture Exchange (“Exchange”) as a Capital Pool Corporation (“CPC”) as defined in Policy 2.4 of the Exchange. The principal business of the Company will be the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction (“QT”). The Company has not commenced operations and has no assets other than cash. The Company’s continuing operations as intended are dependent upon its ability to identify, evaluate and negotiate an acquisition, or business, or an interest. Such an acquisition will be subject to the approval of the regulatory authorities concerned and in the case of a non-arms’ length transaction, of the majority of the minority shareholders.
On October 8, 2019, the Company completed its IPO on the Exchange raising gross proceeds of $200,000 through the issuance of 2,000,000 common shares at $0.10 per common share. The Company’s common shares were approved for listing on the Exchange and commenced trading effective October 10, 2019 under the symbol “SARG.P”.
Until such time that a Qualifying Transaction is completed, 2,000,000 of the Company’s common shares are held in escrow (a total of 3,500,000 common shares are held in escrow – see Note 5). Additionally, the Company will have no significant revenue and will incur expenses primarily for Qualifying Transaction investigation, TSX-V listing and filing requirements, professional services and office facilities and administration, subject to certain restrictions under Policy 2.4. On September 17, 2021, the Company entered into a definitive agreement which, if completed, would constitute its Qualifying Transaction (Note 4).
On October 4, 2021, the Company’s shareholders approved, at an Annual General and Special Meeting of Shareholders, certain amendments to the TSX Venture Exchange’s Policy 2.4 – Capital Pool Companies (“New CPC Policy”) that became effective January 1, 2021, including, but not limited to:
-
authorizing the Company to approve certain amendments to its stock option plan pursuant to which the total number of common shares of the Company reserved for issuance both before and after completion of a Qualifying Transaction is 10% of the issued and outstanding common shares of the Company as at the date of grant, rather than at the closing date of the initial public offering;
-
removing the consequences associated with the Company not completing a Qualifying Transaction within 24 months of its listing date in accordance with the New CPC Policy;
-
authorizing the Company to make certain amendments to the Company’s escrow agreement to effect certain changes contemplated under the New CPC Policy, including reducing the maximum escrow term to 18 months from 36 months following a Qualifying Transaction; and
-
authorizing and permitting the Company to pay any finders’ fee or commission to a NonArm’s Length Party (as that term is defined in the New CPC Policy) to the Company upon completion of the Qualifying Transaction, in accordance with the terms of the New CPC Policy.
Certain restrictions on the use of proceeds raised by the Company have also been amended by the New CPC Policy to those disclosed in Note 3.
The registered and head office of the Company is located at 605 – 815 Hornby Street, Vancouver, BC, V6Z 2E6.
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JESSY VENTURES CORP. (A Capital Pool Company) Notes to the Condensed Interim Financial Statements For the Period Ended October 31, 2021 (Expressed in Canadian dollars - unaudited)
1. NATURE AND CONTINUANCE OF OPERATIONS (continued)
Going Concern
These condensed interim financial statements have been prepared on the going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. Should the Company be unable to continue as a going concern, it may be unable to realize the carrying value of its assets and to meet its liabilities as they become due. As at October 31, 2021, the Company had a working capital of $300,362 (April 30, 2021 – $126,962) and has an accumulated deficit of $219,906 (April 30, 2021 - $158,056). The Company has not generated any revenues from operations and during the period ended October 31, 2021 incurred a loss of $61,850 (October 31, 2020 - $8,429). The Company expects to incur further losses in the development of its business. The continued operations of the Company are dependent on its ability to generate future cash flows or obtain additional financing. These circumstances comprise a material uncertainty which may cast significant doubt about the Company’s ability to continue as a going concern. Management is of the opinion that sufficient working capital will be obtained from external financing to meet the Company’s liabilities and commitments as they become due, although there is a risk that additional financing will not be available on a timely basis or on terms acceptable to the Company. As a result, these condensed interim financial statements do not reflect any adjustments to the carrying values of assets and liabilities, the reported expenses, and the balance sheet classifications used that may be necessary if the Company is unable to continue as a going concern.
In March 2020, the World Health Organization declared the outbreak of Covid-19 a global pandemic. The expected impacts on global commerce are far reaching. To date there have been significant stock market fluctuations, and the movement of people and goods has become restricted. As the Company does not have revenues, the ability to fund ongoing operations is affected by the availability of financing. Due to market uncertainty the Company may be restricted in its ability to raise additional funding. The impact of these factors on the Company is not yet determinable. However, they may have a material impact on the Company's financial position, results of operations and cash flows in future periods. In particular, there may be heightened risk of asset impairment and liquidity or going concern uncertainty.
2. BASIS OF PRESENTATION
Statement of Compliance
The Company applies International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board (“IASB”). These unaudited condensed interim financial statements have been prepared in accordance with International Accounting Standard 34 - Interim Financial Reporting. Accordingly, they do not include all of the information required for full annual financial statements required by IFRS as issued by the IASB. The accounting policies applied by the Company in these condensed interim financial statements are the same as those applied by the Company as at and for the year ended April 30, 2021. Any subsequent changes to IFRS that are given effect in the Company’s annual financial statements for the year ending April 30, 2022 could result in the restatement of these condensed interim financial statements.
2. BASIS OF PRESENTATION (continued)
Basis of Preparation
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JESSY VENTURES CORP. (A Capital Pool Company) Notes to the Condensed Interim Financial Statements For the Period Ended October 31, 2021 (Expressed in Canadian dollars - unaudited)
These condensed interim financial statements are presented in Canadian dollars, which is the Company's functional and presentation currency. These condensed interim financial statements are prepared on a historical cost basis except for financial instruments classified as fair value through profit or loss ("FVTPL"), which are stated at their fair value. The accounting policies have been applied consistently throughout the entire period presented in these condensed interim financial statements.
Significant Accounting Judgments, Estimates and Assumptions
The preparation of financial statements requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities. The estimates and associated assumptions are based on anticipations and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
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. There have been no significant judgments made by management in the application of IFRS that have a significant effect on these condensed interim financial statements.
Judgments
- i) The measurement of deferred income tax assets and liabilities. ii) The evaluation of the Company’s ability to continue as a going concern.
Estimations
i) During the period ended October 31, 2021 and 2020, there were no significant estimates applied to the condensed interim financial statements.
3. CASH RESTRICTION
The proceeds raised from the issuance of common shares may only be used for reasonable expense related to the Company’s IPO, reasonable expenses related to the proposed Qualifying Transaction, and reasonable general and administrative expenses not exceeding $3,000 per month as prescribed in Exchange Policy 2.4.
4. EXPLORATION AND EVALUATION ASSET
On September 17, 2021, the Company entered into a Definitive Agreement (“Agreement”) with Origen Resources Inc. to acquire an undivided 60% interest in the Arlington Property comprising five mineral claims within the Arrow Boundary District of south-central British Columbia, Canada. The proposed transaction would constitute the Company’s Qualifying Transaction.
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JESSY VENTURES CORP. (A Capital Pool Company) Notes to the Condensed Interim Financial Statements For the Period Ended October 31, 2021 (Expressed in Canadian dollars - unaudited)
4. EXPLORATION AND EVALUATION ASSET (continued)
In order to exercise the option, the Company must pay $185,000 and issue an aggregate of 2,000,000 common shares as follows:
-
i) Pay $10,000 in cash upon execution of the Agreement (paid) and issue 200,000 common shares on Exchange approval of the Agreement;
-
ii) Pay $25,000 in cash and issue 300,000 common shares on before the first anniversary of Exchange approval;
-
iii) Pay $50,000 in cash and issue 500,000 common shares on or before the second anniversary of Exchange approval; and
-
iv) Pay $100,000 in cash and issue 1,000,000 common shares on or before the third anniversary of Exchange approval.
In addition, the Company must incur $750,000 in exploration expenditures as follows:
-
i) $125,000 on or before the first anniversary of Exchange approval;
-
ii) $250,000 on or before the second anniversary of Exchange approval; and
-
iii) $375,000 on or before the third anniversary of Exchange approval.
In addition, the Company must pay $110,000 to Origen Resources Inc. for its recently completed exploration program within five days of Exchange approval.
As at October 31, 2021, the Company had capitalized $10,000 (April 30, 2021 - $nil) in acquisition costs to exploration and evaluation asset.
5. SHARE CAPITAL
Authorized share capital
Unlimited common shares, without par value.
Share issuances
For the period ended October 31, 2021
On August 24, 2021, the Company closed a non-brokered private placement of 2,718,332 common shares issued at a price of $0.09 per common share for gross proceeds of $244,650. Of the shares issued, 1,500,000 were escrow shares and 1,218,332 were non-escrowed shares.
On October 7, 2021, 6,000 warrants were exercised into common shares at a price of $0.10 per share for gross proceeds of $600.
For the year ended April 30, 2021
No share capital activity.
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JESSY VENTURES CORP. (A Capital Pool Company) Notes to the Condensed Interim Financial Statements For the Period Ended October 31, 2021 (Expressed in Canadian dollars - unaudited)
5. SHARE CAPITAL (continued)
Equity Reserves
Stock options
The Company has adopted an incentive stock option plan which provides that the Board of Directors of the Company may from time to time, in its discretion, and in accordance with the TSX-V requirements, grant to directors, officers, employees and technical consultants to the Company, nontransferable options to purchase its common shares, provided that the number of common shares reserved for issuance will not exceed 10% of the issued and outstanding common shares at the closing of the IPO, exercisable for a period of up to ten years from the date of grant. The vesting conditions, if any, for stock options granted are determined at the discretion of the Company’s Board of Directors. In addition, no stock option granted pursuant to this section may be exercised before the completion of the Qualifying Transaction unless the optionee agrees in writing to deposit the shares acquired into escrow until the issuance of the Final Exchange Bulletin.
On October 8, 2019, the Company granted 400,000 stock options to officers and directors with an exercise price of $0.10 per share. These options vest immediately and expire five years from the date of issuance. The fair value of these stock options granted was determined to be $29,500 using the Black-Scholes valuation model and the following inputs: i) exercise price $0.10, ii) stock price $0.10, iii) volatility: 99%, iv) risk free rate: 1.29%. During the period ended October 31, 2021, 266,668 stock options were cancelled as a result of adopting the new CPC guidance. As of October 31, 2021, 133,332 stock options remain with remaining life of 2.94 years.
Warrants
On October 8, 2019, the Company granted 200,000 warrants to certain brokers as compensation for the IPO financing with an exercise price of $0.10 per share. These warrants vest immediately and expire two years from the date of issuance. The fair value of these stock options granted was determined to be $10,400 using the Black-Scholes valuation model and the following inputs: i) exercise price $0.10, ii) stock price $0.10, iii) volatility: 99%, iv) risk free rate: 1.44%. During the period ended October 31, 2021, 6,000 warrants were exercised for gross proceeds of $600 and 194,000 warrants expired unexercised on October 8, 2021. As at October 31, 2021, there were nil warrants outstanding.
6. TRANSACTIONS WITH RELATED PARTIES
Related parties are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. Related parties include the Board of Directors, close family members and enterprises which are controlled by these individuals as well as persons performing similar functions.
During the period ended October 31, 2021, the Company incurred $Nil in professional fees from an officer of the Company (October 31, 2020 - $1,500).
As at October 31, 2021, there was $95 owing to related parties (April 30, 2021 - $2,625) included in accounts payable and accrued liabilities.
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JESSY VENTURES CORP. (A Capital Pool Company) Notes to the Condensed Interim Financial Statements For the Period Ended October 31, 2021 (Expressed in Canadian dollars - unaudited)
7. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
Capital Management
The Company's objective when managing capital is to maintain its ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders.
The Company includes share capital in the definition of capital.
The Company's primary objective with respect to its capital management is to ensure that it has sufficient cash resources to fund the identification and evaluation of potential acquisitions. To secure the additional capital necessary to pursue these plans, the Company may attempt to raise additional funds through the issuance of equity or by securing strategic partners.
The Company is not subject to externally imposed capital requirements other than the cash restriction disclosed in Note 3.
Fair Values of Financial Instruments
As at October 31, 2021, the Company’s financial instruments consist of cash and accounts payable and accrued liabilities.
Level 1– fair values based on unadjusted quoted prices in active markets for identical assets or liabilities;
Level 2 – fair values based on inputs that are observable for the asset or liability, either directly or indirectly; and
Level 3 – fair values based on inputs for the asset or liability that are not based on observable market data.
The Company’s policy for determining when a transfer occurs between levels in the fair value hierarchy is to assess the impact at the date of the event or the change in circumstances that could result in a transfer. As at October 31, 2021 and April 30, 2021, the Company did not have any financial instruments classified at FVTPL.
The Company's financial instruments, consisting of cash, and accounts payable and accrued liabilities, approximate fair values due to the relatively short-term maturities of the instruments. It is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.
Credit Risk
Credit risk refers to the risk that the counterparty will default on its contractual obligation resulting in financial loss to the Company. Credit risk is primarily related to the Company’s cash. To minimize this risk, cash has been placed with a major Canadian financial institution.
Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulties in meeting obligations when they become due. The Company ensures that there is sufficient capital in order to meet short-term operating requirements, after taking into account the Company’s holdings of cash. As at October 31, 2021, the Company had accounts payable and accrued liabilities of $26,176 (April 30, 2021 - $10,829) due within 12 months and had cash of $326,538 (April 30, 2021 - $137,791) to meet its current obligations. As a result, the Company has minimal liquidity risk.
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JESSY VENTURES CORP. (A Capital Pool Company) Notes to the Condensed Interim Financial Statements For the Period Ended October 31, 2021 (Expressed in Canadian dollars - unaudited)
7. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)
Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Company’s income or value of its holdings or financial instruments. The Company’s activities have only been transacted in Canadian dollars since incorporation; in addition, the Company carries no interest-bearing debt. As such, the Company has minimal market risks facing it at present.
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