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Go Metals Corp. — Management Reports 2021
Jun 29, 2021
47035_rns_2021-06-28_d4a5af8c-fda3-4222-9163-dd4e80871d27.pdf
Management Reports
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GO METALS CORP.
MANAGEMENT DISCUSSION AND ANALYSIS (MD&A) FOR THE NINE-MONTH PERIOD ENDED APRIL 30, 2021
This management's discussion and analysis (“MD&A”) provides an analysis of our financial situation which will enable the reader to evaluate important variations in our financial situation for the nine months ended April 30, 2021, compared to the nine months ended April 30, 2020. This report prepared as at June 28, 2021 intends to complement and supplement our condensed interim consolidated financial statements (the “financial statements”) as at April 30, 2021 which have been prepared in accordance with International Financial Reporting Standards, and in accordance with International Accounting Standards (“IAS”) 34, Interim Financial Reporting, as issued by the International Accounting Standards Board (“IASB”) and should be read in conjunction with the condensed interim consolidated financial statements and the accompanying notes. Readers are also advised to read the Company’s audited financial statements (the “financial statements”) and accompanying notes for the year ended July 31, 2020, (the “financial statements”), which have been prepared in accordance with International Financial Reporting Standards.
Our financial statements and the management's discussion and analysis are intended to provide a reasonable base for the investor to evaluate our financial situation.
Our financial statements have been prepared using accounting policies consistent with International Financial Reporting Standards (“IFRS”). All dollar amounts contained in this MD&A are expressed in Canadian dollars, unless otherwise specified.
Where we say “we”, “us”, “our”, the “Company” or “numbered company”, we mean GO Metals Corp., as it may apply.
This management discussion and analysis may contain forward-looking statements in respect of various matters including upcoming events and include without limitation, statements regarding discussions of the Company’s business strategy, future plans, projections, objectives, estimates and forecasts and statements as to management's expectations with respect to, among other things, the development of the Company’s project. These forward-looking statements involve numerous risks and uncertainties and actual results may vary. Important factors that may cause actual results to vary include without limitation, certain transactions, certain approvals, changes in commodity prices, risks inherent in exploration results, timing and success, inaccurate geological and metallurgical assumptions (including with respect to the size, grade and recoverability of mineral reserves and mineral resources), delays in the receipt of government approvals, and changes in general economic conditions or conditions in the financial markets. In making the forward-looking statements in this MD&A, the Company has applied several material assumptions, including without limitation, the assumptions that: (1) any additional financing needed will be available on reasonable terms.
Additional factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements include, among other factors: (1) weak commodity prices and general metal price volatility; (2) the state of the global economy and economic and political events, including the deterioration of the global capital markets, affecting supply and demand and economic and political events affecting supply and demand; and (3) securing and the nature of regulatory permits and approvals and the costs of complying with environmental, health and safety laws and regulations.
The Company cannot assure you that any of these assumptions will prove to be correct.
The words “expect,” “anticipate,” “estimate,” “may,” “will,” “should,” “intend,” “believe,” “target,” “budget,” “plan,” “projection” and similar expressions are intended to identify forward-looking statements. Information concerning mineral reserve and mineral resource estimates also may be considered forward-looking statements, as such information constitutes a prediction of what mineralization might be found to be present during operations or if and when an undeveloped project is actually developed.
These factors should be considered carefully, and readers should not place undue reliance on the Company’s forward-looking statements. The Company believes that the expectations reflected in the forward-looking statements, including future-oriented financial information, contained in this MD&A and any documents incorporated by reference are reasonable, but no assurance can be given that these expectations will prove to be correct. In addition, although the Company has attempted to identify important factors that could cause
GO METALS CORP. Management discussion and Analysis For the nine-month period ended April 30, 2021
actual actions, events or results to differ materially from those described in forward-looking statements, including future-oriented financial information, there may be other factors that cause actions, events, or results not to be as anticipated, estimated, or intended. The Company undertakes no obligation to disclose publicly any future revisions to forward-looking statements, including future-oriented financial information, to reflect events or circumstances after the date of this MD&A or to reflect the occurrence of unanticipated events, except as expressly required by law.
Additionally, the forward-looking statements, including future-oriented financial information, contained herein are presented solely for the purpose of conveying our reasonable belief of the direction of the Company and may not be appropriate for other purposes.
The results or events predicted in these forward-looking statements may differ materially from the actual results or events. The Company disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
Overall performance
On June 16, 2021 the Company consolidated all of its issued and outstanding common shares on the basis of every 15 old common shares into 1 new common share. Unless otherwise noted, all share, option and warrant information have been retroactively adjusted to reflect this consolidation.
On May 14, 2021 the Company announced that they mobilized crews to Havre-Saint-Pierre, Quebec in preparation for two early-season programs. Exploration will begin on the HSP nickel and copper project. On completion, crews will travel to the Ashuanipi gold project. The Company has developed a set of algorithms to aid with exploration in areas of overburden. The AI programs enhance geological and alteration maps to identify prospective targets on both project and regional scales. The tools have been in development for the past 6 months and have resulted in numerous target areas to be field tested during the upcoming exploration programs.
On April 26, 2021 the Company announced an agreement with Flow Metals Corp. on the Ashuanipi gold project in eastern Quebec near the Labrador border in the traditional territory of both the Innu Nation of MatimekushLac John and the Naskapi Nation of Kawawachikamach. The Company will earn in on the Ashuanipi project, up to 80% through funding exploration as follows:
-
$200,000 exploration dollars by December 1, 2021 will earn 40%;
-
$200,000 exploration dollars by December 1, 2022 will earn an additional 20%
-
The Company has the option to create a Joint Venture or
-
The Company may spend an additional $400,000 by December 1, 2023 to earn a final 20% interest.
On January 05, 2021 the company announced exploration updates on its Monster, Yukon and HSP Quebec claims.
On the Monster project in the Yukon,
Reconnaissance RC drilling confirms increasing copper and alteration intensity near Bloom target
Class 3 permit application submitted for expanded diamond drill program
- Artificial Intelligence targeting study in progress with Windfall Geotek
On the HSP project in Quebec,
3km long area prospective for Ni-PGE mineralization on HSP discovered
Drill targeting in progress using the recent 55 km2 TDEM survey
- Fully funded for 2021 exploration program
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GO METALS CORP. Management discussion and Analysis For the nine-month period ended April 30, 2021
Overall performance (continued)
On November 24, 2020 the Company has closed a non-brokered private placement and has issued a total of 78,431 “National” flow-through shares (each a “National FT Share”) at a price of $1.275 per National FT Share for gross aggregate proceeds of $100,000. The Company has also issued 407,407 “Quebec” flow-through shares (each a “Quebec FT Share”) at a price of $1.35 per Quebec FT Share for gross aggregate proceeds of $550,000. Finder's fees of $37,000 cash have been paid to qualified parties.
On September 9, 2020 the Company announced the de-mobilization of drilling from the Monster Project. The reverse circulation shallow drilling program was successful in identifying disseminated copper mineralization and verifying the gravity data as part of the phase one targeting program. Samples have been sent to MS analytical for analysis. The Company drilled 530 meters over 5 holes.
On August 26, 2020 the company announced that it has mobilized a drill on site at the Monster Project located in the Yukon 90km to the north of Dawson City.
On August 13, 2020, the Company completed a non-brokered private placement consisting of 1,042,333 units at $0.75 per unit for gross proceeds of $781,750. Each unit consists of one share and one transferable share purchase warrant with one whole share purchase warrant exercisable at a price of $1.05 per share for a period of 36 months from the date of issuance. In connection with the private placement, the Company paid a finder’s fee of $53,883 cash and issued 71,843 finder’s warrants with the same terms and conditions as the financing.
On August 17, 2020 the Company issued 23,333 Options, in terms of the Company’s Stock Option plan, to a consultant exercisable at $0.75 for three years.
Discussion of operations
The Company is an exploration stage company located at Suite 810, 789 West Pender Street, Vancouver, British Columbia, Canada V6C 1H2, engaged in the acquisition, exploration and development of mineral resource properties located in Canada.
Artificial Intelligence Exploration Tools
The Company has developed a set of algorithms to aid with exploration in areas of overburden. The AI programs enhance geological and alteration maps to identify prospective targets on both project and regional scales. The tools have been in development for the past 6 months and have resulted in numerous target areas to be field tested during the upcoming exploration programs.
The Company announced on May 14, 2021 that they mobilized crews to Havre-Saint-Pierre, Quebec in preparation for two early-season programs. Exploration will begin on the HSP nickel and copper project. On completion, crews will travel to the Ashuanipi gold project
During the year ended July 31, 2018, the Company acquired a 100% interest in the Monster Property, a cobalt property, located in the Yukon.
The Reverse Circulation (RC) shallow drilling program on the Monster property during August 2020 was successful in identifying disseminated copper mineralization and verifying the gravity data as part of the phase one targeting program. Samples have been sent to MS analytical for analysis. The Company drilled 530m over 5 holes
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GO METALS CORP. Management discussion and Analysis For the nine-month period ended April 30, 2021
Discussion of operations (continued)
The Company has initiated an AI targeting study for its Monster project which uses geophysical, geological and geochemical data to enhance the potential for future success. Windfall Geotek is a leader in mining AI technology and advanced target identification.
The program was a success in de-risking the Bloom target to a point where the Company now believe it is ready for a set of deeper diamond holes. The combined barium and gold results are indicative of a large hydrothermal system with a chemical signature similar to that of the IOCG hydrothermal systems we are using as analogues. The Company reported that they have barely scratched the surface when it comes to their targets. The results, particularly from hole 2, indicate that there is high-grade copper in the targeted hydrothermal system and the Company look forward to drilling deeper holes.
Another positive result from the 2020 drill program was detailed analysis of a key 250m long outcrop. The outcrop occurs directly over the Bloom target on the intersection of east-west and north-south directed faults. Originally, the Company interpreted the banding of this outcrop as a sedimentary banding, and so had dismissed it as a likely discontinuous clast in the host breccias. Further analysis indicates the banding is in fact hydrothermal and provides a great window to the target at surface.
Cash flow analysis
Operating Activities
During the nine-month period ended April 30, 2021, cash used in operating activities was $607,299 and (2020 - $453,308) respectively for activities as described above, including the exploration expenses. Included in exploration expenses was a recovery of expenses of $40,000 received from the Government of Yukon.
Investing activities
During the nine-month period ended April 30, 2021 and April 30, 2020, the Company did not use or generate any cash from investing activities.
Financing activities
During the nine-month period ended April 30, 2021, the Company received $1,340,868 net from share issue costs as proceeds from shares issued on financings, including flow-through financing of $650,000. During the nine-month period ended April 30, 2020 the Company had no financing activity.
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GO METALS CORP. Management discussion and Analysis For the nine-month period ended April 30, 2021
Project Summaries and Activities
CANADA
Ashuanipi Gold Property , Quebec, Canada
On May 05, 2021 the Company entered an agreement with Flow Metals whereby the Company can earn in on the Ashuanipi project up to 80% through the funding of exploration as follows:
-
$200,000 exploration dollars by December 1, 2021 will earn 40%;
-
$200,000 exploration dollars by December 1, 2022 will earn an additional 20%
-
The Company has the option to create a Joint Venture or
-
The Company may spend an additional $400,000 by December 1, 2023 to earn a final 20% interest.
The transaction is a related party transaction. Windfall Geotek Inc. has retained a 2% Net Smelter Return.
The project contains numerous AI targets over banded iron formations. The targets were generated by Windfall Geotek after a 330,000 km AI mining study of eastern Quebec. The project is northeast of Schefferville in the Ashuanipi complex, on the edge of the Superior Province. The next phase will test targets using till and channel sampling methods starting in June.
Wels Property (Yukon Territory)
Pursuant to an option agreement dated June 6, 2011, the Company was granted an option to acquire a 100% interest in the Wels property located in Whitehorse, Yukon Territory, Canada. The property consists of 136 unpatented mining claims and is subject to a 3% Net Smelter Returns (“NSR”) in favour of the optionor. The Company has the right to buy back the NSR for a cash payment of $750,000 for each 1%, to a maximum of $1,500,000, at any time. To maintain and exercise the option, the Company must:
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Make cash payments of $15,900 upon signing (paid.);
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Make cash payments of $15,450 upon the completion of a National Instrument 43-101 technical report (paid.);
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Issue 2,000 common shares on the sixth month anniversary (issued.);
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Make cash payments of $25,000 and issue 1,333 common shares on or before September 30, 2012 (subsequently extended to make a cash payment of $10,000 by October 31, 2012 and $15,000 by January 31, 2013) (paid and issued);
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Make payments of $40,000 on or before September 30, 2013, payable in cash, common shares, or a combination of cash and common shares (subsequently amended to payment of $20,000 in cash on or before February 28, 2014 pursuant to a payment extension agreement dated November 19, 2013) (paid);
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Issue 1,333 common shares on or before 14 days from the date of a payment extension agreement dated November 19, 2013 pursuant to a payment extension agreement dated November 19, 2013 (issued); and
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Make payments of $80,000 on or before September 30, 2014, payable in cash, common shares, or a combination of cash and common shares (amended to payment of $40,000 in cash on October 16, 2014 and $40,000 issued in shares on October 24, 2014) (paid and issued).
The Company was to be the operator of the Wels Gold Project and as such shall be responsible in its reasonable discretion for carrying out and administering exploration, development and mining work on the Wels Gold Project.
On August 11, 2016, the Company entered into an Option Agreement with West Melcille Metals Inc. (which later changed its name to K2). Pursuant to the Option Agreement, the Company agreed to grant to K2 the sole and exclusive right and option to acquire an undivided 90% interest in the Wels property and other assets, as
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GO METALS CORP. Management discussion and Analysis For the nine-month period ended April 30, 2021
Project Summaries and Activities (continued)
Wels Property (Yukon Territory) (continued)
defined in the Option Agreement, subject to 3% NSR royalty on the minerals produced from the property, and upon the exercise of such option, the parties have agreed to form a joint venture (“Option”).
In order to exercise the Option, K2 must:
-
(a) pay to the Company:
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$50,000, within five Business Days after the date of TSX Venture Exchange (“TSX-V”)’s acceptance of the Option Agreement (received);
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an additional $100,000 on or before the date that is 30 days after the date of the Option Agreement (received);
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an additional $100,000 on or before the date that is 12 months after the date of the Option Agreement
- (received in August 2017);
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an additional $50,000 on or before the date that is 24 months after the date of the Option Agreement (received in August 2018); and
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an additional $50,000 on or before the date that is 27 months after the date of the Option Agreement (the Company granted an extension for the remaining cash payment of $50,000 to be due on November 11, 2018) (received)
for total cash payments in aggregate of $350,000 (received);
(b) issue and deliver to the Company:
-
500,000 common shares within five Business Days after the date of TSX-V’s acceptance of the Option Agreement (received);
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an additional 500,000 common shares on or before the date that is 6 months after the date of the
-
Option Agreement (received);
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an additional 500,000 common shares on or before the date that is 12 months after the date of the
-
Option Agreement (received in August 2017);
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an additional 500,000 common shares on or before the date that is 18 months after the date of the
-
Option Agreement (received in February 2018);
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an additional 500,000 common shares on or before the date that is 24 months after the date of the Option Agreement (received in August 2018);
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an additional 500,000 common shares on or before the date that is 30 months after the date of the Option Agreement (received in February 2019)
for a total issuance in aggregate of 3,000,000 common shares of K2. The Company intends to distribute its common shares of k2 to the Company’s shareholders as soon as is reasonably practicable following the receipt of any such shares from K2. As of July 31, 2019, all K2 shares have been distributed to the Company’s shareholders
New Brenda Property (British Columbia)
On August 14, 2017, the Company acquired the New Brenda Property with a cash payment of $65,000 and 348,000 common shares of the Company..
The New Brenda Property is comprised of 15 contiguous mineral claims covering an area of 10,500 Hectares west of the past producing Brenda Cu-Mo open pit located in southern British Columbia, approximately 40 kilometers west of Kelowna. The property is readily vehicle accessible via a well developed network of forest service roads connected to Highway 97c or from the community of Peachland.
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GO METALS CORP. Management discussion and Analysis For the nine-month period ended April 30, 2021
Project Summaries and Activities (continued)
New Brenda Property (British Columbia) ( continued)
A soil sampling and prospecting program was carried out in June 2017 on the Property. The areas sampled were within Twilight and Silverback Zones. Soil samples were collected every 50m along lines spaced at 200m. Three contiguous samples from the Twilight Zone are highly anomalous in gold and occur in the central portion of the target area. There is also a E-W trending line of moderately anomalous samples extending from the central highly anomalous area to the west of the target area. At the south end of the target is an inverted “U” shaped series of highly anomalous soil samples. The large target (600m X 500m) remains open to the south. Dan Meldrum, M.Sc. P.Geo, author of the Technical Report is the Qualified Person, in accordance with the NI 43-101 of the Canadian Securities Administrators, and is responsible for the technical content of this press release.
On September 17, 2018, the Company and Flow Metals closed the Arrangement to spin-out the Company’s New Brenda Property to Flow Metals.
Monster Property (Yukon Territory)
On February 13, 2018, the Company acquired a 100% interest in a cobalt exploration property located in the Yukon by paying $45,000 cash (paid) and issuing 106,667 common shares valued at $192,000 (issued). The Copper Cobalt Monster Property consists of one block of 212 mineral claims totaling a surface area of 43.3 km[2] . The property is in the Dawson Mining District within the traditional territory of the Tr’ondëk Hwëch’in First Nation.
In May 2021 the Company reported that the Company recently collaborated with industry leading AI mining group Windfall Geotek to develop an advanced target model to expand the property prospectivity. The project represented the first time an IOCG prospect was targeted using advanced artificial intelligence in Canada. The AI targeting study highlighted several important features of the altered zones which will be the focus of follow up programs. An advanced exploration permit has gone through initial public consultations and is currently pending a decision from YESAB and Mining Lands.
On September 9, 2020 the Company announced the de-mobilization of drilling from the Monster Project. The reverse circulation shallow drilling program was successful in identifying disseminated copper mineralization and verifying the gravity data as part of the phase one targeting program. Samples have been sent to MS analytical for analysis. The Company drilled 530 meters over 5 holes.
The Reverse Circulation (RC) shallow drilling program on the Monster property during August 2020 was successful in identifying disseminated copper mineralization and verifying the gravity data as part of the phase one targeting program. Samples have been sent to MS analytical for analysis. The Company drilled 530m over 5 holes
The Company has initiated an AI targeting study for its Monster project which uses geophysical, geological and geochemical data to enhance the potential for future success. Windfall Geotek is a leader in mining AI technology and advanced target identification.
The program was a success in de-risking the Bloom target to a point where the Company now believe it is ready for a set of deeper diamond holes. The combined barium and gold results are indicative of a large hydrothermal system with a chemical signature similar to that of the IOCG hydrothermal systems we are using as analogues. The Company reported that they have barely scratched the surface when it comes to their targets. The results, particularly from hole 2, indicate that there is high-grade copper in the targeted hydrothermal system and the Company look forward to drilling deeper holes.
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GO METALS CORP. Management discussion and Analysis For the nine-month period ended April 30, 2021
Project Summaries and Activities (continued)
Monster Property (Yukon Territory) ( continued)
Another positive result from the 2020 drill program was detailed analysis of a key 250m long outcrop. The outcrop occurs directly over the Bloom target on the intersection of east-west and north-south directed faults.
Originally, the Company interpreted the banding of this outcrop as a sedimentary banding, and so had dismissed it as a likely discontinuous clast in the host breccias. Further analysis indicates the banding is in fact hydrothermal and provides a great window to the target at surface.
HSP Property (Quebec)
In February 2019, the Company acquired a 40 claim 2000 Ha nickel-copper-platinum group elements project located about 100km north of Havre-Saint-Pierre in Quebec, Canada.
The Company provided exploration updates:
3km long area prospective for Ni-PGE mineralization on HSP discovered
Drill targeting in progress using the recent 55 km2 TDEM survey
Fully funded for 2021 exploration program
HSP contains several mineral occurrences with elevated nickel, copper, cobalt, gold and PGE. The first ground program will be supported by helicopter and IOS Geoscientific while based out of Havre-Saint-Pierre. The HSP project is the definition of a potential low carbon Nickel project with the new Hydro- Quebec Romaine hydropower generating station close in proximity to the project site.
Further processing on the HSP claim in Quebec has highlighted a fault-controlled corridor of conductors in an area with historical nickel, platinum and palladium mineralization. The fault-controlled corridor is 3km in strike length. Historic data implies mineralization over a 500m strike length which remains open. The area is considered a priority target for 2021. The 2021 work program is fully financed.
Samples were crushed and analyzed according to packages PRP-910, FAS-111 (Fire assay) and ICP-230 (4acid digestion ICP) at MS Analytical in Langley. The lab maintains rigorous QA/QC protocols. In addition to the protocols by the lab the Company added field duplicates every 25th sample. The field duplicates indicate a larger error at zones of copper enrichment (up to 15% error at >300 ppm copper) which is likely due to the presence of discontinuous pods, blebs and veins of copper sulphides.
Barachois Vanadium Property (Quebec)
On November 2, 2018, the Company signed an option agreement with Contigo to acquire a 100% interest in the Barachois Vanadium Property located in Gaspe Peninsula, Quebec. For consideration, the Company is required to make cash payment of $40,000 (paid) and issue 66,667 common shares of the Company staged over a 12 month period (33,333 common shares issued). Upon completion of these payments, the Company will earn a 100% interest in the property subject to a 2% NSR royalty retained by Contigo. At any time, the Company shall have the option to acquire one-half of the 2% NSR by paying $1,500,000 to Contigo. The property is a sedimentary hosed Vanadium-Selenium-Silver-Lead-Zinc prospect covering 1,801 hectares where Carboniferous aged sediments have been shown to host sedimentary vanadium-zinc-lead mineralization. Historical work has identified three showings with samples yielding Vanadium Pentoxide grades in excess of 2%, lead over 8% and zinc over 5%. During the three months ended October 31, 2019, the Company terminated the option agreement with Contigo.
New Opportunities
The Company continues to evaluate mineral properties and is focused on deposits in Canada with economic merit and good logistics will be considered for acquisition.
8
GO METALS CORP. Management discussion and Analysis For the nine-month period ended April 30, 2021
Results of Operations – For the nine-month period ended April 30, 2021
For the nine-month period ended April 30, 2021, the Company incurred a net loss of $634,033 compared to the nine-month ending April 30, 2020 spending $527,595. Current nine-month spending includes $455,705 spending on exploration compared to $259,005 for the same period during the prior year. The Loss for the three months period ending April 30, 2021 was $36,196 compared to $76,652 for the three months period ending April 30, 2020. The overall administration expenses decreased to $185,238 compared to $286,104 for the same nine months period during the prior year.
Some of the significant charges to operations are as follows:
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exploration expenses of $455,705 (2020: $259,005) as the company expends exploration expenses as they are incurred, and were mainly incurred on the Monster and Quebec properties;
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consulting fees of $18,413 (2020: $73,900) a decrease of $55,487 as the Company used less consultants.
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management fees of $79,500 (2020: $98,196); records a decrease of $18,696
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general and administrative expenses of $17,322 (2020: $34,072); decreased with $16,750
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audit and accounting of $34,177 (2020: $42,387) was expensed in the process to maintain accounting records and financial statements up to date.;
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Marketing expenses of $12,155 (2020: $6,176) due mainly to public relations to create public awareness of the Company’s exploration activities and general administrative activities;
-
In addition, the Company recognized a non-cash stock-based compensation of $12,799 (2019: $9,872) related to stock options granted during the period.
Summary of Quarterly Results:
| 2021/2020 Quarterly Results: Revenue $ Loss and comprehensive loss Basic and diluted loss per share Total assets Working capital 2020/2019 Quarterly Results: Revenue $ Income (loss) and comprehensive income (loss) Basic and diluted loss per share Total assets Working capital |
3rd Quarter 2nd Quarter 1st Quarter - $ - $ - $ (36,196) (597,837) (498,527) (0.01) (0.01) (0.01) 1,029,105 1,041,901 714,992 409,464 445,660 108,277 3rd Quarter 2nd Quarter 1st Quarter - $ - $ - $ (76,652) (142,219) (308,724) (0.00) (0.00) (0.00) 323,770 375,033 513,994 (53,375) 23,277 165,496 |
4th Quarter |
|---|---|---|
| - (80,488) (0.00) 296,130 (133,863) 4th Quarter |
||
| - (451,155) (0.01) 790,729 464,348 |
- No exercise or conversion is assumed during the quarters in which a net loss is incurred, as the effect is anti-dilutive.
During the third quarter ended April 30, 2021 and April 30 2020, the Company received $40,000 from the Government of Yukon supporting its exploration activities.
During the second quarter of2021 the Company had Total assets of $1,041,901 compared to $296,130 at year end July 31, 2020, mainly as the Company successfully raised 1,340,868 cash through financings, including $650,000 flow-thru funds.
During the first quarter of 2021 the Company recorded a loss of $498,527 compared to a loss of $308,724 in the previous year for the same quarter. During the first quarter of 2021 $426,621 of the loss is attributable to the exploration expenses incurred with the drilling of the Monster property.
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GO METALS CORP. Management discussion and Analysis For the nine-month period ended April 30, 2021
Summary of Quarterly Results: (continued)
During the fourth quarter ended July 31, 2020 the Company maintained a low spending compared to the fourth quarter ended July 31, 2019, where the Company recognized a write-off of $190,000 as a result of terminating the option agreement on the Barachois Vanadium Property.
Liquidity and Capital Resources
The condensed interim consolidated financial statements have been prepared on a going-concern basis, which assumes the realization of assets and liquidation of liabilities in the normal course of business. Continuing operations, as intended, are dependent on management’s ability to raise required funding through future equity issuances, its ability to acquire resource property or business interests and develop profitable operations or a combination thereof, which is not assured, given today’s volatile and uncertain financial markets. The Company may revise programs depending on its working capital position.
As at April 30, 2021 the Company had a working capital of $409,464 (July 31, 2020 – $(133,863)) which primarily consisted of cash of $773,087 (July 31, 2020 - $39,518), Various receivables of $19,018 (July 31, 2020 - $19,612). Current liabilities of $382,641 (July 31, 2020 - $192,993), mainly being accounts payable and accrued liabilities and due to related parties of $174,277 (July 31, 2020 – $154,777) and loans of $36,882 (July 31, 2020- $36,131) and Flow-through premium liability $171,482 (2020 - $2,085)
Cash used in operating activities were $607,299 compared to cash used of $453,308 in 2020 as described.
There were no cash provided by or used in investing activities during the nine-month periods ended April 30, 2021 (2020 - $Nil).
There were $1,340,868 cash provided by financing activities during the nine-month period ended April 30, 2021 (2020 - $Nil), including $650,000 flow-through cash.
As at April 30, 2021 the Company had total assets of $1,029,105 (July 31, 2020 - $296,130).
On November 24, 2020 the Company has closed a non-brokered private placement and has issued a total of 78,431 “National” flow-through shares (each a “National FT Share”) at a price of $1.275 per National FT Share for gross aggregate proceeds of $100,000. The Company has also issued 407,407 “Quebec” flow-through shares (each a “Quebec FT Share”) at a price of $1.35 per Quebec FT Share for gross aggregate proceeds of $550,000. Finder's fees of $37,000 cash have been paid to qualified parties.
On August 13, 2020, the Company completed a non-brokered private placement consisting of 1,042,333 units at $0.75 per unit for gross proceeds of $781,750. Each unit consists of one share and one transferable share purchase warrant with one whole share purchase warrant exercisable at a price of $1.05 per share for a period of 36 months from the date of issuance. In connection with the private placement, the Company paid a finder’s fee of $59,883 cash and issued 71,843 finder’s warrants with the same terms and conditions as the financing
Other than the above-mentioned current liabilities, $650,000 Flow-through spending obligation and maintaining its mineral properties as discussed in Note 5 to the condensed interim consolidated financial statements, the Company has no short-term capital spending requirements and future plans and expectations are based on the assumption that the Company will realize its assets and discharge its liabilities in the normal course of business rather than through a process of forced liquidation. There can be no assurance that the Company will be able to obtain adequate financing in the future or if available that such financing will be on acceptable terms. If adequate financing is not available when required, the Company may be required to delay, scale back or eliminate various programs and may be unable to continue in operation. The Company may seek such additional financing through debt or equity offerings. Any equity offering will result in dilution to the ownership interests of the Company’s shareholders and may result in dilution to the value of such interests.
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GO METALS CORP. Management discussion and Analysis For the nine-month period ended April 30, 2021
Liquidity and Capital Resources (continued)
Historically, the Company's sole source of funding has been loans from related parties and private placements. The Company’s access to financing is always uncertain. There can be no assurance of continued access to significant equity funding. Liquidity risk is assessed as low.
The following table summarizes the Company’s cash on hand, working capital and cash flow:
| As at Cash Working capital Nine-month period ended Cash used in operating activities Cash used in investing activities Cash provided by financing activities Change in cash |
April 30, 2021 July 31, 2020 |
|---|---|
| $ 773,087 $ 39,518 409,464 (133,863) April 30, 2021 April 30, 2020 |
|
| $ (607,299) $ (453,308) - - 1,340,868 - |
|
| $733,569 $ (453,308) |
The Company is dependent on the sale of treasury shares to finance its exploration activities, property acquisition payments and general and administrative costs. The Company will have to raise additional funds in the future to continue its operations. There can be no assurance, however, that the Company will be successful in its efforts. If such funds are not available or other sources of financing cannot be obtained, then the Company will be forced to curtail its activities.
Capital Resources
The Company has no operations that generate cash flow and its long-term financial success is dependent on discovering properties that contain mineral reserves that are economically recoverable. The Company’s primary capital asset is a resource property. Exploration expenditures are expensed as incurred.
The Company’s resource property agreement is an option agreement and the exercise thereof is at the discretion of the Company. To earn its interest in the properties, the Company must incur certain expenditures in accordance with the agreements (see “Project Summaries and Activities” in this MD&A for more information).
The Company depends on equity sales to finance its exploration programs and to cover administrative expenses.
Off-Balance Sheet Arrangements
The Company does not utilize off-balance sheet transactions.
Outstanding Share Data
The Company has an authorized share capital of an unlimited number of common shares and an unlimited number of Class A Preferred Shares with a par value of $0.001.
As at the date of this report, 5,663,534 common shares and 10,595,258 Class A preferred shares were issued and outstanding.
The Company has 474,000 common share purchase warrants exercisable at $1.125 per common share until July 28, 2021, 800,000 common share purchase warrants exercisable at $2.25 per common share until February 11, 2022 and 1,114,177 common share purchase warrants exercisable at $1.05 per common share until August 13, 2023.
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GO METALS CORP. Management discussion and Analysis For the nine-month period ended April 30, 2021
Outstanding Share Data (continued)
The Company has 206,667 stock options exercisable at $1.35 per common share until January 23, 2023, 66,667 stock options exercisable at $3.00 per common share until January 9, 2024, 16,667 stock options exercisable at $1.275 per common share until October 28, 2024 and 23,333 stock options exercisable at $0.75 per common share until August 17, 2023.
Directors and officers
The Directors and Executive Officers of the Company are as follows:
| Scott Sheldon | - | Director, President and CEO |
|---|---|---|
| Robert Murray | - | Director and CFO |
| Donald Sheldon | - | Director |
| Adrian Smith | - | Director |
| Michael Woods | - | Secretary |
| Flow Metals Corp | - | Management and directors in common |
Related Party Transactions
During the nine-month period ended April 30, 2021, the Company incurred $72,000 (2020 - $72,000) in management fees from a company owned by the President of the Company and $Nil (2020 - $9,872 in stockbased compensation for stock options granted to officers and directors of the Company.
At April 30, 2021, the Company owed $71,917 (2020 - $68,117) to the President, directors and their companies and had $36,882 (July 31,2020 - $36,131) of loans payable to directors and their companies. The loan bears 5% interest and is composed of principal of $20,100 (July 31, 2020 - $20,100) and various current and arrear interest components totalling $16,782 (July 31, 2020 - $16,031).
At April 30, 2021, the Company had a receivable of $890 (July 31, 2020 - $11,298) from Flow Metals, a company with certain management and directors in common. This amount is non-interest bearing, unsecured and repayable on demand. Also refer to note 6 and 7 of the condensed interim consolidated financial statements for the nine-month period ended April 30, 2021.
Proposed Transactions
There are no other proposed transactions that will materially affect the performance of the Company.
Accounting Policies
The accounting policies and methods employed by the Company determine how it reports its financial condition and results of operations, and may require management to make judgements or rely on assumptions about matters that are inherently uncertain. The Company’s results of operations are reported using policies and methods in accordance with IFRS. In preparing condensed interim consolidated financial statements in accordance with IFRS, management is required to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses for the period. Management reviews its estimates and assumptions on an ongoing basis using the most current information available.
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GO METALS CORP. Management discussion and Analysis For the nine-month period ended April 30, 2021
Accounting Policies (continued)
Critical Accounting Estimates
The Company prepares its financial statements in accordance with IFRS, which require management to estimate various matters that are inherently uncertain as of the date of the condensed interim consolidated financial statements. Accounting estimates are deemed critical when a different estimate could have reasonably been used or where changes in the estimate are reasonably likely to occur from period to period, and would materially impact the Company’s condensed interim consolidated financial statements. The Company’s significant accounting policies are discussed in the annual consolidated financial statements. Critical estimates in these accounting policies are discussed below.
Fair value estimates of equity instruments
The fair value of each stock option granted is estimated at the grant date using the Black-Scholes option pricing model. The estimated life of the stock options and conversion at grant date is based on the expected life of the options and assumptions about the expected exercise pattern. Expected volatility of stock options is estimated based on the volatility of companies comparable in size and operations to the Company.
Recoverable value of asset carrying values
The carrying value of mineral properties and the likelihood of future economic recoverability is subject to significant management estimates and judgments. The application of the Company’s accounting policy for and determination of recoverability of capitalized assets is based on assumptions about future events or circumstances. New information may change estimates and assumptions made. If information becomes available indicating that recovery of expenditures is unlikely, the amounts capitalized are impaired and recognized as a loss in the period that the new information becomes available. A change in estimate could result in the carrying amount of capitalized assets being materially different from their presented carrying costs.
Income taxes
In assessing the probability of realizing income tax assets, management makes estimates related to expectations of future taxable income, applicable tax opportunities, expected timing of reversals of existing temporary differences and the likelihood that tax positions taken will be sustained upon examination by applicable tax authorities. In making its assessments, management gives additional weight to positive and negative evidence that can be objectively verified.
Changes in Accounting Standards
In June 2016, the IASB issued IFRS 16 Leases (“IFRS 16”). IFRS 16 establishes principles for the recognition, measurement, presentation and disclosure of leases, with the objective of ensuring that lessees and lessors provide relevant information that faithfully represents those transactions. IFRS 16 substantially carries forward the lessor accounting requirements in IAS 17. Accordingly, a lessor continues to classify its leases as operating leases or finance leases, and to account for those two types of leases differently. However, lessees are no longer classifying leases as either operating leases or finance leases as it is required by IAS 17. The standard is effective for annual periods beginning on or after January 1, 2019. The adoption of IFRS 16 did not have a material impact on the Company’s condensed interim consolidated financial statements.
Financial Instruments
Designation and Valuation of Financial Instruments
The Company’s financial instruments consist of receivables, accounts payable, due to/from related parties and notes payable. Receivables are classified as loans and receivables, and accounts payable, due to related parties and notes payable are classified as other financial liabilities, and recorded at amortized cost using the effective interest rate method. The Company does not hold any derivative financial instruments.
As at April 30, 2021, the fair values of accounts payable, due to/from related parties and notes payable, approximate their carrying values due to the relatively short-term maturity of these instruments.
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GO METALS CORP. Management discussion and Analysis For the nine-month period ended April 30, 2021
Risks
Foreign exchange risk
The Company’s functional and reporting currency is the Canadian dollar and major purchases are transacted in Canadian dollars. As a result, the Company’s exposure to foreign currency risk is minimal.
Credit risk
The Company’s cash is largely held in large Canadian financial institutions. The Company does not have any asset-backed commercial paper. The Company’s receivables consist of GST/HST receivable due from the Federal Government of Canada. The Company maintains cash deposits with Schedule A financial institutions, which from time to time may exceed federally insured limits. The Company has not experienced any significant credit losses and believes it is not exposed to any significant credit risk.
Interest rate risk
Interest rate risk is the risk the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Financial assets and liabilities with variable interest rates expose the Company to cash flow interest rate risk. The Company does not hold any financial liabilities with variable interest rates. The Company does maintain bank accounts which earn interest at variable rates but it does not believe it is currently subject to any significant interest rate risk.
Liquidity risk
The Company’s ability to continue as a going concern is dependent on management’s ability to raise required funding through future equity issuances and through short-term borrowing. The Company manages its liquidity risk by forecasting cash flows from operations and anticipating any investing and financing activities. Management and the Board of Directors are actively involved in the review, planning and approval of significant expenditures and commitments.
Price risk
The ability of the Company to explore its mineral properties and the future profitability of the Company are directly related to the market price of precious metals. The Company monitors precious metals prices to determine the appropriate course of action to be taken by the Company.
Risks and Uncertainties
The Company’s principal activity is mineral exploration and development. Companies in this industry are subject to many and varied kinds of risk, including but not limited to, environmental, metal prices, political and economic.
The mineral exploration business is risky and most exploration projects will not become mines. The Company may offer an opportunity to a mining company to acquire an interest in a property in return for funding all or part of the exploration and development of the property. For the funding of property acquisitions and exploration
that the Company conducts, the Company depends on the issue of shares from the treasury to investors. These stock issues depend on numerous factors including a positive mineral exploration environment, positive stock market conditions, a company’s track record and the experience of management.
The Company has no significant source of operating cash flow and no revenues from operations. The Company has not yet determined whether its mineral property contains mineral reserves that are economically recoverable. The Company has limited financial resources. Substantial expenditures are required to be made by the Company to establish reserves.
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GO METALS CORP. Management discussion and Analysis For the nine-month period ended April 30, 2021
Risks and Uncertainties (continued)
There is no guarantee that the Company will be able to contribute or obtain all necessary resources and funds for the exploration and exploitation of its permits, and may fail to meet its exploration commitments.
The property that the Company has an option to earn an interest in is in the exploration stages only, are without known bodies of commercial mineralization and have no ongoing mining operations. Mineral exploration involves a high degree of risk and few properties, that are explored, are ultimately developed into producing mines.
Exploration of the Company’s mineral property may not result in any discoveries of commercial bodies of mineralization. If the Company’s efforts do not result in any discovery of commercial mineralization, the Company will be forced to look for other exploration projects or cease operations.
The Company is subject to the laws and regulations relating to environmental matters in all jurisdictions in which it operates, including provisions relating to property reclamation, discharge of hazardous material and other matters.
Financial and Disclosure Controls and Procedures
During the Nine-month period ended April 30, 2021, there has been no significant change in the Company’s internal control over financial reporting since last year.
The Chief Executive Officer and Chief Financial Officer of the Company are responsible for establishing and maintaining appropriate information systems, procedures and controls to ensure that information used internally and disclosed externally is complete, reliable and timely. They are also responsible for establishing adequate internal controls over financial reporting to provide sufficient knowledge to support the representations made in this MD&A and the Company’s condensed interim consolidated financial statements of the Company for the nine-month period ended April 30, 2021.
The Chief Executive Officer and Chief Financial Officer of the Company have filed the Venture Issuer Basic Certificate with the Interim and Annual Filings on SEDAR at www.sedar.com.
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (“NI 52-109”), the venture issuer basic certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (“DC&P”) and internal control over financial reporting (“ICFR”), as defined in NI 52-109. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost-effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency, and timeliness of interim and annual filings and other reports provided under securities legislation.
Other
Additional information relating to the Company’s operations and activities can be found by visiting the Company’s website at www.gometals.ca and www.sedar.com.
Trends
Trends in the industry can materially affect how well any junior exploration company is performing and by the capital markets which have made the raising of finance difficult. Under the current economic conditions, the Company is advancing its property as quickly as possible while still remaining prudent when considering large cost items such as drilling and geophysics.
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GO METALS CORP. Management discussion and Analysis For the nine-month period ended April 30, 2021
Trends (continued)
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, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn. At this early stage it is unsure to predict the outcome of the worldwide pandemic outbreak of Corvid 19 virus and what risks the virus and newly laws to be announced might hold.
Outlook
The outlook for precious metals is good and this is reflected in the Company’s ongoing activity. The capital markets are prospect for financing the Company’s are challenging but management believes the Company will continue as a viable entity. The Property will require significant investment as it transitions into development stage projects.
Cautionary Statement
This document contains “forward-looking statements” within the meaning of applicable Canadian securities regulations. All statements other than statements of historical fact herein, including, without limitation, statements regarding exploration plans and our other future plans and objectives are forward-looking statements that involve various risks and uncertainties. Such forward-looking statements include, without limitation, (i) estimates of exploration investment and scope of exploration programs, and (ii) estimates of stock-based compensation expense. There can be no assurance that such statements will prove to be accurate, and future events and actual results could differ materially from those anticipated in such statement. Important factors that could cause actual results to differ materially from our expectations are disclosed in the Company’s documents filed from time to time via SEDAR with the Canadian regulatory agencies to whose policies we are bound. Forward-looking statements are based on the estimates and opinions of management on the date of statements are made, and the Company endeavours to update corporate information and material facts on a timely basis. Forward-looking statements are subject to risks, uncertainties and other actors, including risks associated with mineral exploration, price volatility in the mineral commodities we seek, and operational and political risks.
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