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Giant Mining Corp. Interim / Quarterly Report 2023

Nov 24, 2022

47488_rns_2022-11-23_894609bf-d8c6-45c4-9899-aa3d3a4d3909.pdf

Interim / Quarterly Report

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MAJUBA HILL COPPER CORP.

(formerly Bam Bam Resources Corp.) Condensed Interim Consolidated Financial Statements Period Ended September 30, 2022 (Expressed in Canadian dollars)

Condensed Interim Consolidated Statements of Financial Position (Expressed in Canadian dollars) (unaudited)

September 30,2022$ June 30,2022$
Assets
Current assets
CashGST receivablePrepaid expenses and deposits 955,005215,76072,263 1,044,966180,319289,166
Total current assets 1,243,028 1,514,451
Non-current assets
Exploration and evaluation assets(Note 3) 6,530,660 4,763,483
Total assets 7,773,688 6,277,934
Liabilities and shareholders' equity
Current liabilities
Accounts payable and accrued liabilities(Note 4) 203,924 489,680
Total current liabilities 203,924 489,680
Shareholders' equity
Share capital(Note 5)Share subscriptions receivableReserves (Note 6, 7 & 8)Deficit 36,333,720(100,000)3,926,862(32,590,818) 31,359,954–4,117,862(29,689,562)
Total shareholders'equity 7,569,764 5,788,254
Total liabilities and shareholders' equity 7,773,688 6,277,934

Nature and continuance of operations (Note 1) Contingencies (Note 11)

Approved and authorized for issuance by the Board of Directors on November 23, 2022:

/s/ "David Greenway" /s/ "Yari Nieken"

David Greenway, Director Yari Nieken, Director

Condensed Interim Consolidated Statements of Operations and Comprehensive Loss (Expressed in Canadian dollars) (unaudited)

Three months endedThree monthsended
September30, September30,
2022 2021
$ $
Expenses
Consulting fees (Note 4) 376,901 82,900
General and administrative 24,995 21,166
Investor relations 976,315 814,093
Management fees (Note 4) 155,000 115,500
Professional fees 10,915 13,342
Rent 7,200
Share-based payments (Notes 7, 8) 1,340,000 184,919
Transfer agent and filing fees 14,472 8,364
Travel 2,158 4,775
Total expenses 2,901,256 1,252,259
Net loss and comprehensive loss (2,901,256) (1,252,259)
Basic and diluted loss per share (0.09) (0.13)
Weighted average shares outstanding 32,511,532 9,683,462

(The accompanying notes are an integral part of these condensed interim consolidated financial statements)

Condensed Interim Consolidated Statements of Changes in Equity (Expressed in Canadian dollars) (unaudited)

Share capital Sharesubscriptions Totalshareholders'
Number Amount$ receivable$ Reserves$ Deficit$ equity$
Balance, June 30, 2021 8,774,456 20,299,798 5,534,630 (21,801,997) 4,032,431
Shares issued for cash 2,350,359 2,232,841 (263,625) 1,969,216
Share issuance costs (11,543) –– (11,543)
Shares issued for mineral properties 750 1,050 –– 1,050
Shares issued for warrants exercised 50,000 42,500 42,500
Shares issued for restricted share units 375,000 1,737,375 –– ––(1,737,375)
settledFair value of stock options granted –– 184,919 184,919
Net loss for the period (1,252,259) (1,252,259)
Balance, September 30, 2021 11,550,567 24,302,021 (263,625) 3,982,174 (23,054,256) 4,966,314
Balance, June 30, 2022 19,928,880 31,359,954 4,117,862 (29,689,562) 5,788,254
Shares issued for cash 17,213,830 3,442,766 (100,000) 3,342,766
Restricted share units granted 1,340,000 1,340,000
Shares issued for restricted share units 3,980,588 1,531,000 (1,531,000)
settledNet loss for the period (2,901,256) (2,901,256)
Balance, September 30, 2022 41,123,298 36,333,720 (100,000) 3,926,862 (32,590,818) 7,569,764

(The accompanying notes are an integral part of these condensed interim consolidated financial statements)

Condensed Interim Consolidated Statements of Cash Flows (Expressed in Canadian dollars)

(unaudited)

Three months Three months
endedSeptember 30,2022$ endedSeptember 30,2021$
Operating activities
Net loss (2,901,256) (1,252,259)
Items not involving cash:Share-based payments 1,340,000 184,919
Changes in non-cash working capital items:GST receivablePrepaid expenses and depositsAccounts payable and accrued liabilities (35,441)216,903(285,756) (28,176)(136,967)105,787
Net cash used in operating activities (1,665,550) (1,126,696)
Investing activities
Exploration and evaluation asset expenditures (1,767,177) (345,181)
Net cash used in investing activities (1,767,177) (345,181)
Financing activities
Proceeds from issuance of common sharesShare issuance costs 3,342,766– 2,011,716(11,543)
Net cash provided by financing activities 3,342,766 2,000,173
Change in cash (89,961) 528,296
Cash, beginning of period 1,044,966 1,057,876
Cash, end of period 955,005 1,586,172
Non-cash investing and financing activities:Shares issued pursuant to mineral property option agreementsShares issued for restricted share units transferred from reserves –1,531,000 1,0501,737,375
Cash paid:Interest
Income taxes

(The accompanying notes are an integral part of these condensed interim consolidated financial statements)

MAJUBA HILL COPPER CORP. (formerly Bam Bam Resources Corp.) Notes to the Condensed Interim Consolidated Financial Statements Three Months Ended September 30, 2022 (Expressed in Canadian dollars) (unaudited)

1. Nature and Continuance of Operations

Majuba Hill Copper Corp. (formerly Bam Bam Resources Corp.) ("the Company") was incorporated on March 10, 2017 under the laws of British Columbia. The address of the Company's corporate office and its principal place of business is 700 - 838 West Hastings Street, Vancouver, BC. The Company's principal business activities include the acquisition and exploration of mineral property assets. As at September 30, 2022, the Company had not yet determined whether the Company's mineral property assets contain ore reserves that are economically recoverable. The recoverability of amount shown for exploration and evaluation asset is dependent upon the discovery of economically recoverable reserves, confirmation of the Company's interest in the underlying mineral claims, the ability of the Company to obtain the necessary financing to complete the development of and the future profitable production from the property or realizing proceeds from its disposition.

Since March 2020, several governmental measures have been implemented in Canada and the rest of the world in response to the coronavirus ("COVID-19") pandemic. While the impact of COVID-19 and these measures are expected to be temporary, the current circumstances are dynamic and the impacts of COVID19 on the Company's business operations cannot be reasonably estimated at this time. The Company anticipates this could have an adverse impact on its business, results of operations, financial position and cash flows in the future periods. The Company continues to operate its business, and in response to Federal, Provincial, and State emergency measures, has requested its employees and consultants work remotely wherever possible. These government measures, which could include government mandated closures of international borders, of the Company or its contractors, and restrictions on travel of various personnel, could impact the Company's ability to conduct its exploration programs in a timely manner.

These condensed interim consolidated financial statements have been prepared on the assumption that the Company will continue as a going concern, meaning it will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations. Different bases of measurement may be appropriate if the Company is not expected to continue operations for the foreseeable future. During the period ended September 30, 2022, the Company has not generated any revenues and has negative cash flow from operations. As at September 30, 2022, the Company and an accumulated deficit of $32,590,818 (June 30, 2022 - $29,689,562). The Company's continuation as a going concern is dependent on its ability to generate future cash flows and/or obtain additional financing. Management intends to finance operating costs over the next twelve months with cash on hand, loans from directors and companies controlled by directors, and/or private placements of common shares. There is a risk that additional financing will not be available on a timely basis or on terms acceptable to the Company. These factors indicate the existence of a material uncertainty that may cast significant doubt on the ability of the Company to continue as a going concern. These condensed interim consolidated financial statements do not reflect any adjustments that may be necessary if the Company is unable to continue as a going concern.

2. Significant Accounting Policies

(a) Statement of Compliance and Basis of Preparation

The accompanying condensed interim consolidated financial statements have been prepared in accordance with with IAS 34, Interim Financial Reporting. These condensed interim consolidated financial statements of the Company should be read in conjunction with the Company's annual audited financial statements for the year ended June 30, 2022, which were prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IASB").

These condensed interim consolidated financial statements have been prepared on a historical cost basis and are presented in Canadian dollars, which is also the Company's functional currency.

2. Significant Accounting Policies (continued)

(b) Principles of Consolidation

These condensed interim consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Bam Bam Nevada, Inc. All significant inter-company balances and transactions have been eliminated on consolidation.

(c) Use of Estimates and Judgments

When preparing the audited financial statements, management undertakes a number of judgments, estimates and assumptions about recognition and measurement of assets, liabilities, income and expenses. The actual results are likely to differ from the judgments, estimates and assumptions made by management, and will seldom equal the estimated results. Information about the significant judgments, estimates and assumptions that have the most significant effect on the recognition and measurement of assets, liabilities, income and expenses are discussed below.

3. Exploration and Evaluation Assets

Majuba Hill Property
Acquisition costs: $
Balance, June 30, 2021 405,493
Additions 159,472
Balance, June 30, 2022 564,965
Additions
Balance, September30, 2022 564,965
Exploration costs:
Balance, June 30, 2021 1,893,272
Assay and analysis 316,052
Camp and crew costs 54,255
Drilling 1,158,045
Geological consulting 360,792
Transportation 37,755
Other expenses 378,347
Balance, June 30, 2022 4,198,518
Assay and analysis 50,318
Camp and crew costs 23,657
Drilling 1,418,727
Geological consulting 123,231
Transportation 28,311
Other expenses 122,933
Balance, September30, 2022 5,965,695
Carrying amounts:
Balance, June 30, 2022 4,763,483
Balance, September30, 2022 6,530,660

Notes to the Condensed Interim Consolidated Financial Statements Three Months Ended September 30, 2022 (Expressed in Canadian dollars) (unaudited)

3. Exploration and Evaluation Assets (continued)

Majuba Hill Copper Project

On May 28, 2018, the Company entered into an Exploration Lease and Option to Purchase Agreement with Majuba Hill LLC, a Nevada limited liability company (the "Owner"), for the Majuba Hill Copper Project in Nevada, USA. The Owner granted to the Company the exclusive option and right to acquire ownership of the property for the final purchase price of US$4,000,000 due on or before May 28, 2028, and the following commitments:

  • i) Cash payments to be made:
    • US$50,000 upon execution of the agreement; (paid)
    • US$50,000 on or before May 28, 2019 (paid);
    • US$75,000 on or before May 28, 2020 (paid);
    • US$100,000 on or before May 28, 2021 (paid); and
    • US$125,000 on or before May 28, 2022 (paid) and each subsequent anniversary of the agreement date.
  • ii) Shares to be issued
    • 750 upon execution of the agreement (issued);
    • 750 on or before May 28, 2019 (issued);
    • 750 on or before May 28, 2020 (issued); and
    • 750 on or before May 28, 2021 (issued).
  • iii) Exploration expenditures to be incurred:
    • US$100,000 on or before May 28, 2019 (incurred); and
    • US$350,000 on or before May 28, 2020 (incurred).

Precious metals from the property are subject to a 3% net smelter return royalty. Minerals from the property are subject to a 1% net smelter return royalty.

4. Related Party Transactions

  • (a) As at September 30, 2022, the amount of $nil (June 30, 2022 $153,000) is owed to a company controlled by the President and Chief Executive Officer of the Company, which is unsecured, noninterest bearing, and due on demand. The amount is included in accounts payable and accrued liabilities. During the period ended September 30, 2022, the Company incurred management fees of $60,000 (2021 - $60,000) to a company controlled by the President and Chief Executive Officer of the Company.
  • (b) As at September 30, 2022, the amount of $5,089 (June 30, 2022 $nil) is owed to the President and Chief Executive Officer of the Company, which is unsecured, non-interest bearing, and due on demand. The amount is included in accounts payable and accrued liabilities.
  • (c) During the period ended September 30, 2022, the Company incurred management fees of $40,000 (2021 - $30,000) to a company controlled by the Chief Financial Officer of the Company.
  • (d) As at September 30, 2022, the amount of $3,477 (June 30, 2022 $nil) is owed to the Chief Financial Officer of the Company, which is unsecured, non-interest bearing, and due on demand. The amount is included in accounts payable and accrued liabilities.
  • (e) During the period ended September 30, 2022, the Company incurred management fees of $17,500 (2021 – $7,500) to a company controlled by the Corporate Secretary of the Company.
  • (f) As at September 30, 2022, the amount of $5,502 (June 30, 2022 owed $21,325) is due from a director of the Company, which is unsecured, non-interest bearing, and due on demand. During the period ended September 30, 2022, the Company incurred consulting fees of $10,000 (2021 - $nil) to a director of the Company.

MAJUBA HILL COPPER CORP. (formerly Bam Bam Resources Corp.) Notes to the Condensed Interim Consolidated Financial Statements Three Months Ended September 30, 2022 (Expressed in Canadian dollars) (unaudited)

4. Related Party Transactions (continued)

All related party transactions are in the normal course of operations and have been measured at the agreed to amounts, which is the amount of consideration established and agreed to by the related parties.

5. Share Capital

Authorized: Unlimited common shares without par value

Share transactions for the period ended September 30, 2022:

  • (a) On July 22, 2022, the Company issued 10,500,000 units at $0.20 per unit. Each unit consisted of one common share of the Company and one transferable share purchase warrant. Each share purchase warrant is exercisable at a price of $0.25 per common share expiring on July 22, 2023.
  • (b) On August 16, 2022, the Company issued 6,713,830 units at $0.20 per unit. Each unit consisted of one common share of the Company and one transferable share purchase warrant. Each share purchase warrant is exercisable at a price of $0.25 per common share expiring on August 16, 2023.
  • (c) During the period ended September 30, 2022, the Company issued 3,980,588 common shares pursuant to the settlement of restricted share units. The fair value of $1,531,000 for the restricted share units vested was reallocated from reserves to share capital.

Share transactions for the year ended June 30, 2022:

  • (a) On May 31, 2022, the Company consolidated its outstanding common shares on a 10:1 basis. All share amounts have been retroactively restated for all periods presented.
  • (b) On August 9, 2021, the Company issued 750 common shares with a fair value of $1,050 pursuant to the terms of the mineral property option agreement for the Majuba Hill Property.
  • (c) On September 7, 2021, the Company issued 2,350,359 units at $0.95 per unit for proceeds of $2,232,841. Each unit consisted of one common share of the Company and one transferable share purchase warrant. Each share purchase warrant is exercisable at a price of $1.25 per common share expiring on September 7, 2023. In connection with this share issuance, the Company incurred share issuance costs of $11,542.
  • (d) On December 24, 2021, the Company issued 5,018,615 units at $0.65 per unit for proceeds of $3,262,100. Each unit consisted of one common share of the Company and one transferable share purchase warrant. Each share purchase warrant is exercisable at a price of $0.90 per common share expiring on December 24, 2024. In connection with this share issuance, the Company incurred share issuance costs of $15,893.
  • (e) During the year ended June 30, 2022, the Company issued 454,700 common shares for proceeds of $386,495 pursuant to the exercise of share purchase warrants.
  • (f) During the year ended June 30, 2022, the Company issued 3,330,000 common shares pursuant to the settlement of restricted share units. The fair value of $5,205,105 for the restricted share units vested was reallocated from reserves to share capital.

6. Share Purchase Warrants

The following table summarizes the continuity of share purchase warrants:

Number ofwarrants Weightedaverageexercise price$
Balance, June 30, 2021 3,800,980 1.90
IssuedExercisedExpired 7,368,974(454,700)(659,400) 1.010.852.70
Balance, June 30, 2022 10,055,854 1.25
Issued 17,213,830 0.25
Balance, September30, 2022 27,269,684 0.62

As at September 30, 2022, the following share purchase warrants were outstanding:

Number of Exercise
warrants price
outstanding $ Expiry date
2,350,359 1.25 September 7, 2023
1,166,600 0.85 September 14, 2023
1,520,280 2.70 November 16, 2023
5,018,615 0.90 December 24, 2024
10,500,000 0.25 July 22, 2023
6,713,830 0.25 August 16, 2023
27,269,684

7. Stock Options

The Company has adopted a Stock Option Plan (the "Plan"). Under the Plan, the Company can issue up to 10% of the issued and outstanding common shares as incentive stock options to directors, officers, employees and consultants to the Company. The Plan limits the number of stock options which may be granted to any one individual to not more than 5% of the total issued common shares of the Company in any 12-month period. The Plan also limits the stock options which may be granted to any one individual if the exercise would result in the issuance of common shares more than 2% in any 12 month period. The number of options granted to any one consultant or a person employed to provide investor relations activities in any 12-month period must not exceed 2% of the total issued common shares of the Company. As well, stock options granted under the Plan may be subject to vesting provisions as determined by the Board of Directors.

The following table summarizes the continuity of the Company's stock options:

Numberof options Weightedaverageexercise price$
Outstanding, June 30, 2021 117,408 2.30
GrantedExpired/cancelled 400,000(517,408) 2.002.07
Outstanding,June 30, 2022and September 30, 2022

8. Restricted Share Units

The Company adopted a Restricted Share Unit Plan (the "RSU Plan"), approved by the Company's shareholders on December 2, 2019. The RSU Plan is designed to provide certain directors, officers, consultants and other key employees (an "Eligible Person") of the Company and its related entities with the opportunity to acquire restricted share units ("RSUs") of the Company. The RSU Plan allows the Company to award, in aggregate, up to a rolling 10% maximum of the issued and outstanding shares from time to time, under and subject to the terms and conditions of the RSU Plan.

During the period ended September 30, 2022, the Company granted 3,570,588 RSUs to consultants of the Company, expiring between August 24, 2023 and September 1, 2023. RSUs fully vested at dates of grant. The total fair value of RUSs is calculated to be $1,340,000 based on the Company's share prices on the dates of grant.

The following table summarizes the continuity of RSUs:

Number ofRSUs Weightedaverage issueprice$
Balanceand exercisable, June 30, 2021 450,000 4.60
GrantedSettled 3,405,000(3,330,000) 1.011.56
Balanceand exercisable, June 30, 2022 525,000 0.58
GrantedSettledExpired 3,570,588(3,980,588)(15,000) 0.380.384.63
Balanceand exercisable, September30, 2022 100,000 0.45

9. Financial Instruments and Risk Management

(a) Fair Values

Fair value measurements are classified using a fair value hierarchy that reflects the significance of inputs used in making the measurements. The fair value hierarchy has the following levels:

  • Level 1 valuation based on quoted prices (unadjusted) in active markets for identical assets or liabilities;
  • Level 2 valuation techniques based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
  • Level 3 valuation techniques using inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The fair values of financial instruments, which include cash, and accounts payable and accrued liabilities, and loans payable, approximate their carrying values due to the relatively short-term maturity of these instruments. Cash is carried at fair value using a level 1 fair value measurement.

(b) Credit Risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company's primary exposure to credit risk is in its cash. The risk in cash is managed through the use of a major financial institution which has a high credit quality as determined by rating agencies.

9. Financial Instruments and Risk Management (continued)

(c) Interest Rate Risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is not exposed to interest rate risk as it does not have any assets or liabilities that are affected by changes in interest rates.

(d) Foreign Exchange Rate Risk

Foreign exchange risk is the risk that the Company's financial instruments will fluctuate in value as a result of movements in foreign exchange rates. As at September 30, 2022, the Company has no significant financial instruments denominated in a foreign currency; however, the Company has exploration and evaluation assets in the U.S. with mineral property option agreement obligations denominated in U.S. dollars. The Company has not entered into foreign exchange rate contracts to mitigate this risk. As at September 30, 2022, the Company is not exposed to any significant foreign exchange rate risk.

(e) Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company requires funds to finance its business development activities. In addition, the Company needs to raise equity financing to carry out its exploration programs. There is no assurance that financing will be available or, if available, that such financing will be on terms acceptable to the Company.

(f) Price Risk

The Company is exposed to price risk with respect to commodity prices. The Company's ability to raise capital to fund exploration and development activities is subject to risks associated with fluctuations in the market price of commodities.

10. Capital Management

The Company's capital structure consists of cash and equity. The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to support acquisition and exploration 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. The properties in which the Company currently has interests are in the exploration stage; as such, the Company is dependent on external financing to fund its activities. In order to carry out the planned exploration and pay for administrative costs, the Company will spend its existing working capital and raise additional amounts as needed. The Company will continue to assess new properties and seek to acquire interests in additional properties if it feels there is sufficient geologic or economic potential and if it has adequate financial resources to do so. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.

There were no changes in the Company's approach to capital management since inception. The Company is not subject to externally imposed capital requirements.

MAJUBA HILL COPPER CORP. (formerly Bam Bam Resources Corp.) Notes to the Condensed Interim Consolidated Financial Statements Three Months Ended September 30, 2022 (Expressed in Canadian dollars) (unaudited)

11. Contingencies

On September 17, 2021, the Executive Director of the BC Securities Commission (the "ED") issued a Notice of Hearing alleging that the Company issued news releases and filed material change reports relating to two financings undertaken by the Company in 2018, that contained misrepresentations contrary to the Securities Act (the "Act"). On May 27, 2022, the ED and the Company entered into an agreement whereby the Company agreed to admit by way of agreed statement of facts, that the Company made the contraventions of the Act. In exchange, the ED agreed to submit to the BC Securities Commission (the "BCSC") that no sanctions should be made against the Company. The final Submissions on liability are scheduled for November, 2022. The outcome of this proceeding is uncertain. It appears likely that the Company will be found to have committed the contraventions of the Act, but no sanctions will be made against the Company as a result.

On July 11, 2019, a Notice of Civil Claim was filed with the Supreme Court of British Columbia seeking certification for a class action against the Company (the "Action"). The proposed class action includes allegations that the Company made misrepresentations in its public disclosure. On November 22, 2021, the plaintiffs were granted leave to proceed with the Action under the Act, and this decision was affirmed on September 13, 2022. The hearing for certification of the Action is scheduled for August, 2023. No settlement has been made and the eventual outcome is not determinable.

12. Segmented Information

The Company currently operates in one industry segment, that being the acquisition and exploration of a mineral property in the USA.