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GPM Metals Interim / Quarterly Report 2021

Nov 24, 2021

44276_rns_2021-11-24_b6bd3fe4-57f5-4b01-abc6-47b69ad39fa6.pdf

Interim / Quarterly Report

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CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

THREE, and Nine MONTHS ENDED September 30, 2021

(EXPRESSED IN CANADIAN DOLLARS) (UNAUDITED)

Notice to Reader

The accompanying unaudited condensed interim consolidated financial statements of GPM Metals Inc. (the "Company") have been prepared by and are the responsibility of management. The unaudited condensed interim consolidated financial statements as at and for the nine months ended September 30, 2021, have not been reviewed by the Company's auditors.

GPM METALS INC. Condensed Interim Consolidated Statements of Financial Position (Expressed in Canadian Dollars) (Unaudited)

As of
September 30,
2021
As of December
31, 2020
ASSETS
Current assets
Cash
$54,886
Short-term investments (note 5)
19
Lease receivable (note 8)
34,580
Accounts receivable and other assets (note 7)
12,811
$ 65,771
24,518
28,061
21,243
Total current assets
102,295
Non-current assets
Lease receivable (note 8)
6,281
Property, plant and equipment (note 6)
31,111
139,593
32,693
51,111
Total long-term assets
37,392
83,804
Total assets
$139,687
$223,397
LIABILITIES AND EQUITY
Current liabilities
Amounts payable and other liabilities
$ 40,950
Lease liability (note 8)
69,160
$ 96,697
56,122
Total current liabilities
110,110
Lease liability – non-current (note 8)
12,562
Total liabilities
122,672
152,819
65,386
218,205
Capital, reserves, and deficit
Share capital (note 9)
24,370,340
Capital surplus
15,018,830
Warrant reserve (note 11)
813,460
Deficit
(39,895,955)
Net income
(289,660)
24,379,264
14,966,347
555,536
(39,895,955)
-
Total capital, reserves, and deficit
17,015
5,192
Total liabilities and equity
$139,687
$223,397

Nature of operations (note 1) Subsequent events (note 16)

2

GPM METALS INC. Condensed Interim Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) (Expressed in Canadian Dollars) (Unaudited)

Three Months Ended Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended Nine Months Ended
September 30 September 30
2021 2020 2021 2020
Operating expenses
General and administrative (note 13) $75,684 $ 59,743 $179,205 $ 204,955
Foreign exchange (gain/loss) 1,204 (866) (27) 2,725
Exploration and evaluation expenditures (note 15) 67,477 1,091 144,459 14,711
Operating loss (144,365) (59,968) (323,637) (222,391)
Interest income 25 54 107 2,281
FV adjustment on short-term investments (note 5) 10,265 5,475 (1,734) 512
Chaska write-off - - 35,604 -
Net loss and comprehensive loss for the period $(134,075) $ (54,440) $(289,660) $ (219,597)
Basic and diluted net loss per common share
(note 12) $(0.002) $ (0.001) $(0.004) $ (0.003)
Weighted average number of common shares
outstanding (note 12) 68,116,559 63,116,559 68,116,559 63,116,559

3

GPM METALS INC. Condensed Interim Consolidated Statements of Cash Flows (Expressed in Canadian Dollars) (Unaudited)

Nine Months Ended September 30 Nine Months Ended September 30
2021 2020
Operating activities
Net loss for the period $(289,660) $ (219,597)
Adjustments for:
Amortization 20,000 21,319
FV adjustment on short-term investments (note 5) 1,734 (512)
Share based payments (note 14) 52,483 41,179
Lease accretion expense 5,317 6,813
Changes in non-cash working capital items:
Accounts receivable and other assets 8,432 (3,681)
Lease receivable 19,893 (4,653)
Lease payable (45,103) (39,786)
Amounts payable and other liabilities (55,747) (25,603)
Net cash provided by operating activities (282,651) (224,522)
Investing activities
Sale of short-term investment 22,765 -
Net cash used in investing activities 22,765 -
Financing activities
Proceeds from private placement 250,000 -
Share issue costs (1,000) -
Net cash provided by financing activities 249,000 -
Net change in cash (10,885) (224,522)
Cash, beginning of period 65,771 312,374
Foreign exchange adjustment - 9,760
Cash, end ofperiod $54,886 $97,612

4

GPM METALS INC.

Condensed Interim Consolidated Statements of Changes in Equity (Expressed in Canadian Dollars) (Unaudited)

Share
capital
(note 7)
Reserves Deficit
Total
Capital
surplus
Warrant
reserve
(note 10)
Balance, December 31, 2019
$ 24,498,580
Warrants expired on Feb 2020
181,474
Warrants expended on Feb 2020
(236,479)
Warrants expired on July 2020
52,500
Stock-based payments
Net income and comprehensive income for the period
$ 14,842,495
$ 485,274
(181,474)
236,479
(52,500)
41,179
$(39,586,174) $ 240,175
-
-
-
41,179
(219,594)
(219,597)
Balance, September 30, 2020
$24,496,075
$14,883,674
$487,779
$(39,805,771)
$61,757
Share
capital
(note 7)
Reserves
Capital
surplus
Warrant
reserve
(note 10)
Deficit
Total
Balance, December 31, 2020
$ 24,397,264
$ 14,966,347
$ 555,536
$(39,895,955)
$ 40,796
Warrants issued
(257,924)
Special warrants issued
(100,000)
Private placement
249,000
Stock-based payments
Net income and comprehensive income for the period
257,924
-
100,000
-
249,000
32,881
32,881
(155,585)
(155,585)
Balance, June 30, 2021
$ 24,270,340
$ 14,999,228
$ 913,460
$(40,051,540)
$ 131,488
Convert special warrants
100,000
Stock-based payments
Net income and comprehensive income for the period
(100,000)
-
19,602
19,602
(134,075)
(134,075)
Balance, September 30, 2021
$ 24,370,340
$ 15,018,830
$ 813,460
$(40,185,615)
$ 17,015

5

GPM METALS INC. Notes to Condensed Interim Consolidated Financial Statements Nine Months Ended September 30, 2021 (Expressed in Canadian Dollars) (Unaudited)

1. Nature of operations

GPM Metals Inc. (the "Company" or "GPM") was incorporated under the Alberta Business Corporation Act on March 16, 1994, under the name of Minera Sierra Madre Inc. Effective December 15, 1999, the Company changed its name to MSA Capital Corp. and, subsequently, on October 28, 2002, changed its name to Coronation Minerals Inc. On April 5, 2004, the Company filed articles of continuance under the Business Corporations Act (Ontario). On August 17, 2009, the Company announced that it had filed articles of amendment to change its name to Guyana Precious Metals Inc. Effective August 27, 2013, the Company changed its name to GPM Metals Inc. The primary office is located at 141 Adelaide Street West, Suite 1101, Toronto, Ontario, M5H 3L5.

The Company is a development stage entity that does not generate operating revenues and has limited financial resources. The Company is subject to risks and challenges similar to companies in a comparable stage of development. These risks include the availability of capital and risks inherent in the mining industry related to development, exploration, and operations as well as global economic risks and commodity price volatility. The underlying value of the Company’s mineral properties are entirely dependent on the Company’s ability to obtain the necessary permits to operate and secure the required financing to complete development of and establish future profitable production from its mineral assets, or the proceeds from the disposition of its mineral properties. These consolidated financial statements have been prepared using International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board on a going concern basis, which assumes the Company will be able to meet its obligations and continue its operations for the next twelve months from December 31, 2020. On December 31, 2020, the Company had not yet achieved profitable operations, had an accumulated deficit of $39.9 million since inception (December 31, 2019, $39.6 million) and expects to incur further losses in the development of its business.

The Company’s ability to continue as a going concern is dependent upon its ability to obtain the necessary financing to meet its ongoing corporate overhead expenditures as well as advance the exploration of its claims and development of its projects. Although the Company has been successful in the past in obtaining financing, there is no assurance that it will be able to do so in the future or that such arrangements will be on terms advantageous to the Company. These material uncertainties may cast significant doubt upon the Company’s ability to realize its assets and discharge its liabilities in the normal course of business and, accordingly, the appropriateness of the use of accounting principles applicable to a going concern.

These consolidated financial statements do not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses and balance sheet classifications that would be necessary if the Company were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations. Such adjustments could be material.

Although the Company has taken steps to verify title to the properties on which it is conducting exploration and in which it has an interest, in accordance with industry standards for the current stage of exploration of such properties, these procedures do not guarantee the Company’s title. Property title may be subject to unregistered prior agreements, unregistered claims, aboriginal claims, and noncompliance with regulatory and environmental requirements.

6

GPM METALS INC. Notes to Condensed Interim Consolidated Financial Statements Nine Months Ended September 30, 2021 (Expressed in Canadian Dollars) (Unaudited)

2. Significant accounting policies

(a) Statement of compliance

These interim condensed consolidated financial statements have been prepared following IAS 34, Interim Financial Reporting and do not include all the information required for full annual financial statements by International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standard Board ("IASB"). These interim condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements for the year ended December 31, 2020, which includes the information necessary or useful to understanding the Company's business and financial statement presentation. In particular, the Company's significant accounting policies are presented as Note 2 in the audited consolidated financial statements for the year ended December 31, 2021, and have been consistently applied in the preparation of these interim condensed consolidated financial statements.

The policies applied in these consolidated financial statements are based on IFRS issued and effective as of September 30, 2021. The Board of Directors approved the statements on November 23, 2021.

(b) Recent accounting pronouncements

Certain pronouncements were issued by the IASB or the International Financial Reporting Interpretations Committee (“IFRIC”) that are mandatory for accounting periods after January 1, 2019, or later periods. Many are not applicable or do not have a significant impact on the Company and have been excluded from the list below.

IFRS 16-Leases (“IFRS 16”) was issued by the IASB, replacing IAS 17 - Leases. IFRS 16 provides a single lessee accounting model and requires the lessee to recognize assets and liabilities for all leases on its statement of financial position, providing the reader with greater transparency of an entity’s lease obligations.

The Company elected the modified retrospective transition approach, which provides lessees a method for recording existing leases at adoption with no restatement of prior period financial information. Under this approach, a lease liability was recognized on January 1, 2019, in respect of leases previously classified as operating leases, measured at the present value of the remaining lease payments, discounted using the lessee’s incremental borrowing rate at transition.

The associated right-of-use assets were measured at amounts equal to the respective lease liabilities, subject to certain adjustments allowed under IFRS 16.

In addition, the Company elected to utilize practical expedients permitted under the transition guidance within the new standard, which among other things, allowed the Company to apply a single discount rate to a portfolio of leases with reasonably similar characteristics, and rely on its assessment as to whether leases are onerous applying IAS 37 Provisions, Contingent Liabilities and Contingent Assets immediately before the date of initial application as an alternative to performing an impairment review. Adoption of the new standard on January 1, 2019, resulted in recognition of a rightof-use asset and lease liability of $208,890 related to office space. On initial recognition, the right-of-use asset was offset by a sublease held with a related party resulting in recognition of a lease receivable of $104,445 and an immediate derecognition of half the value of the right-of-use asset. All leases are accounted for by recognizing a rightof-use asset and a lease liability except for:

  • Leases of low-value assets; and

  • Leases with a duration of twelve months or less.

Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term, with the discount rate determined by the incremental borrowing rate on commencement of the lease is used. Variable lease payments are only included in the measurement of the lease liability if they depend on an index or rate. In such cases, the initial measurement of the lease liability assumes the variable element will remain unchanged throughout the lease term. Other variable lease payments are expensed in the period to which they relate.

7

GPM METALS INC. Notes to Condensed Interim Consolidated Financial Statements Nine Months Ended September 30, 2021 (Expressed in Canadian Dollars) (Unaudited)

2. Significant Accounting Policies (continued)

(b) Recent accounting pronouncements

On initial recognition, the carrying value of the lease liability also includes:

  • Amounts expected to be payable under any residual value guarantee;

  • The exercise price of any purchase option granted if it is reasonably certain to assess that option;

  • Any penalties are payable for terminating the lease if the term of the lease has been estimated on the basis of the termination option being exercised.

Right-of-use assets are initially measured at the amount of the lease liability, reduced for any lease incentives received, and increased for:

  • Lease payments made at or before the commencement of the lease;

  • Initial direct costs incurred; and

  • The amount of any provision recognized where the Company is contractually required to dismantle, remove, or restore the leased asset.

Lease liabilities, on initial measurement, increase as a result of interest charged at a constant rate on balance outstanding and are reduced for lease payments made.

(c) Basis of presentation

These consolidated financial statements have been prepared on a historical cost basis except for the revaluation of certain financial assets to fair value. Besides, these consolidated financial statements have been prepared using the accrual basis of accounting except for cash flow information.

In the preparation of these consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the period. Actual results could differ from these estimates. Of significance are the estimates and assumptions used in the recognition and measurement of items included in note 2.

(d) Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and its subsidiaries. The results of subsidiaries acquired or disposed of during the periods presented are included in the consolidated statement of income and comprehensive income from the date that control commences until it ceases, as appropriate. All intercompany transactions, balances, income, and expenses are eliminated upon consolidation.

The following companies have been consolidated within the consolidated financial statements:

Corporation Country of Incorporation Principle activity
GPM Metals Inc. Canada Parent company
1901743 Ontario Inc.(1) Canada Holding company
DPG Resources Australia Pty Ltd(2)(3) Australia Exploration company
Guyana Precious Metals (Barbados) Inc.(1)Barbados Holding company
  • (1) 100% owned by GPM Metals Inc.

(2) 100% owned by 1901743 Ontario Inc.

  • (3) Also referred to as DPG Resources Inc. throughout these financial statements

8

GPM METALS INC. Notes to Condensed Interim Consolidated Financial Statements Nine Months Ended September 30, 2021 (Expressed in Canadian Dollars) (Unaudited)

2. Significant Accounting Policies (continued)

(e) Foreign currencies

The functional currency for the Company and its subsidiaries, as determined by management, is the Canadian Dollar. For the purpose of the consolidated financial statements, the results of operations and financial position are expressed in Canadian Dollars.

Transactions in currencies other than the functional currency are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and the translation of monetary assets and liabilities denominated in foreign currencies at the yearend exchange rates are recognized in the consolidated statement of loss and comprehensive loss.

(f) Financial instruments

Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of the financial instrument.

Below is a summary showing the classification and measurement bases of the Company’s financial instruments

Classification IAS 39 IFRS 9
Cash FVTPL FVTPL
Short-term investments
FVTPL FVTPL
Amountspayable and other liabilities Other financial liabilities Amortized Cost

Financial assets

Financial assets are classified as either financial assets at FVTPL, amortized cost, or FVTOCI. The Company determines the classification of its financial assets at initial recognition.

  • i. Financial assets recorded at FVTPL

Financial assets are classified as FVTPL if they do not meet the criteria of amortized cost or FVTOCI. Gains or losses on these items are recognized in profit or loss. The Company's cash is classified as financial assets measured at FVTPL.

  • ii. Investments recorded at fair value through other comprehensive income (FVOCI)

On initial recognition of an equity investment that is not held for trading, the Company may irrevocably elect to measure the investment at FVOCI whereby changes in the investment’s fair value (realized and unrealized) will be recognized permanently in OCI with no reclassification to profit or loss. The election is made on an investment-by-investment basis.

iii. Amortized cost

Financial assets are classified as measured at amortized cost if both of the following criteria are met, and the financial assets are not designated as at FVTPL: 1) the object of the Company’s business model for these financial assets is to collect their contractual cash flows, and 2) the asset’s contractual cash flows represent "solely payments of principal and interest".

Financial liabilities

Financial liabilities are classified as either financial liabilities at FVTPL or amortized cost. The Company determines the classification of its financial liabilities at initial recognition.

9

GPM METALS INC. Notes to Condensed Interim Consolidated Financial Statements Nine Months Ended September 30, 2021 (Expressed in Canadian Dollars) (Unaudited)

2. Significant Accounting Policies (continued)

i. Amortized cost

Financial liabilities are classified as measured at amortized cost unless they fall into one of the following categories: financial liabilities at FVTPL, financial liabilities that arise when a transfer of a financial asset does not qualify for derecognition, financial guarantee contracts, commitments to provide a loan at a below-market interest rate, or contingent consideration recognized by an acquirer in a business combination.

The Company’s accounts payable and other liabilities do not fall into any of the exemptions and are therefore classified as measured at amortized cost.

ii. Financial liabilities recorded FVTPL

Financial liabilities are classified as FVTPL if they fall into one of the five exemptions detailed above.

Transaction costs

Transaction costs associated with financial instruments, carried at FVTPL, are expensed as incurred, while transaction costs associated with all other financial instruments are included in the initial carrying amount of the asset or the liability.

Subsequent measurement

Instruments classified as FVTPL are measured at fair value with unrealized gains and losses recognized in profit or loss. Instruments classified as amortized cost are measured at amortized cost using the effective interest rate method. Instruments classified as FVTOCI are measured at fair value with unrealized gains and losses recognized in other comprehensive income.

Derecognition

The Company derecognizes financial liabilities only when its obligations under the financial liabilities are discharged, cancelled, or expired. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.

Expected credit loss impairment model

IFRS 9 introduced a single expected credit loss impairment model, which is based on changes in credit quality since the initial application. The adoption of the expected credit loss impairment model had no impact on the Company’s consolidated financial statements.

The Company assumes that the credit risk on a financial asset has increased significantly if it is more than 30 days past due. The Company considers a financial asset to be in default when the borrower is unlikely to pay its credit obligations to the Company in full or when the financial asset is more than 90 days past due. The carrying amount of a financial asset is written off (either partially or in full) to the extent that there is no realistic prospect of recovery. This is generally the case when the Company determines that the debtor does not have assets or sources of income that could generate sufficient cash flows to repay the amounts subject to the write-off.

Financial instruments at fair value through profit and loss

Financial instruments recorded at fair value on the consolidated statements of financial position are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

10

GPM METALS INC. Notes to Condensed Interim Consolidated Financial Statements Nine Months Ended September 30, 2021 (Expressed in Canadian Dollars) (Unaudited)

2. Significant Accounting Policies (continued)

  • 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).

As of September 30, 2021, the fair value of the financial liabilities approximates the carrying value due to the short-term nature of the instruments.

(g) Impairment of non-financial assets

At the end of each reporting period, the Company reviews the carrying amounts of its non-financial assets with finite lives to determine whether there is any indication that those assets have suffered an impairment loss. Where such an indication exists, the recoverable amount of the asset is estimated to determine the extent of the impairment loss. The recoverable amount is the higher of an asset`s fair value less cost to sell or its value in use. Besides, long-lived assets that are not amortized are subject to an annual impairment assessment.

(h) Exploration and evaluation expenditures

The Company expenses exploration and evaluation expenditures as incurred. Exploration and evaluation expenditures include acquisition costs of mineral properties, property option payments, and evaluation activities.

Once a project has been established as commercially viable and technically feasible, related development expenditure will be capitalized. This includes costs incurred in preparing the site for mining operations. Capitalization ceases when the mine is capable of commercial production, except for development costs that give rise to a future benefit. If an exploration property is disposed of any, consideration is reflected as a gain on disposition.

(i) Cash

Cash in the statements of financial position comprise cash at banks and on hand.

(j) Provisions

A provision is recognized when the Company has a present legal or constructive obligation because of a past event, an outflow of economic benefits will probably be required to settle the obligation, and the amount of the obligation can be reliably estimated. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.

A provision for onerous contracts is recognized when the expected benefits to be derived by the Company from a contract are lower than the unavoidable cost of meeting its obligations under the contract.

The Company had no material provisions or onerous contracts on September 30, 2021, and September 30, 2020.

11

GPM METALS INC. Notes to Condensed Interim Consolidated Financial Statements Nine Months Ended September 30, 2021 (Expressed in Canadian Dollars) (Unaudited)

2. Significant Accounting Policies (continued)

(k) Common shares (share capital) and subscriber warrants

Common shares are classified as share capital. Incremental costs directly attributable to the issue of common shares are recognized as a deduction from equity, net of any tax effects. Subscriber warrants are classified within warrant reserve. Where common shares and subscriber warrants are offered together (as a “unit”), the Corporation allocates the consideration received per unit, net of any issuance costs, to the common shares and subscriber warrants based on their relative fair values. The fair value of warrants is measured using a Black-Scholes option pricing model.

(l) Share-based payment transactions

Share-based payments to employees:

The company measures share-based payments to employees at the fair value of the options at the grant date. The fair value of share options granted to employees is recognized as an expense over the vesting or service period with a corresponding increase in equity. The fair value of the options granted is measured using the Black-Scholes valuation model, considering the terms and conditions upon which the options were granted.

At each financial reporting date, the amount recognized as an expense is adjusted to reflect the actual number of share options that are expected to vest. An individual is classified as an employee when the individual is an employee for legal or tax purposes (direct employee) or provides services like those performed by a direct employee, including directors of the Company.

Share-based payments to non-employees:

The Company measures share-based payments to non-employees at the fair value of the goods or services received at the date of receipt of the goods or services. The fair value of share options granted to non-employees is recognized as an expense over the period the services have been provided. If the fair value of the goods or services cannot be measured reliably, the fair value of the options granted will be used, measured using the Black-Scholes option-pricing model.

(m) Warrants

Special warrants give the holders’ the right to purchase a set number of shares for a fixed price on or before the warrant’s expiration date.

Warrants are canceled on their given expiration date. Expired warrants are canceled to contributed surplus.

(n) Income taxes

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

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

Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss, and differences relating to investments in subsidiaries and jointly controlled entities to the extent that, probably, they will not reverse in the foreseeable future. In addition, deferred tax is not recognized for temporary taxable differences arising on the initial recognition of goodwill. Deferred tax is measured at the

12

GPM METALS INC. Notes to Condensed Interim Consolidated Financial Statements Nine Months Ended September 30, 2021 (Expressed in Canadian Dollars) (Unaudited)

2. Significant Accounting Policies (continued)

(n) Income taxes (continued)

tax rates that are expected to be applied to temporary differences when they are realized or settled, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.

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

(o) Restoration, rehabilitation and environmental obligations

A legal or constructive obligation to incur restoration, rehabilitation, and environmental costs may arise when the environmental disturbance is caused by the exploration, development or ongoing production of a mineral property interest. Such costs arising from the decommissioning of plant and other site preparation work discounted to their net present value, are provided for and capitalized at the start of each project to the carrying amount of the asset, as soon as the obligation to incur such costs arises. Discount rates using a pre-tax rate that reflects the time value of money are used to calculate the net present value. These costs are charged against profit or loss over the economic life of the related assets, through amortization using either a unit-of-production or the straight-line method as appropriate. The related liability is adjusted for each period for the unwinding of the discount rate and for changes to the current market-based discount rate and amount or timing of the underlying cash flows needed to settle the obligation. Costs for restoration of subsequent site damage that is created on an ongoing basis during production are provided for at their net present values and charged against profits as extraction progresses.

On September 30, 2021, and September 30, 2020, the Company has no material restoration, rehabilitation, and environmental costs as the disturbance to date is minimal.

(p) Interest income

Interest income is recognized on the accrual basis using the effective interest method.

(q) Loss per share

The Company presents basic loss per share data for its common shares, calculated by dividing the income/loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period. Diluted loss per share is determined by adjusting the loss attributable to common shareholders and the weighted average number of common shares outstanding for the effects of all warrants and options outstanding that may add to the total number of common shares. The dilutive effect of outstanding stock options and warrants on earnings per share is calculated by determining the proceeds for the exercise of such securities, which are then assumed to be used to purchase common shares of the Company. If the number of common shares outstanding increases or decreases because of share split or consolidation, the calculation of basic and diluted income/ loss per share for all periods presented is adjusted retrospectively.

13

GPM METALS INC. Notes to Condensed Interim Consolidated Financial Statements Nine Months Ended September 30, 2021 (Expressed in Canadian Dollars) (Unaudited)

2. Significant Accounting Policies (continued)

(r) Significant accounting judgments and estimates

The preparation of these consolidated financial statements requires management to make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates. These consolidated financial statements include estimates that, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the consolidated financial statements and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and future periods if the revision affects both current and future periods. These estimates are based on historical experience, current, and future economic conditions, and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

(s) Critical accounting estimates

Significant assumptions about the future that management has made that could result in a material adjustment to the carrying amounts of assets and liabilities, if actual results differ from assumptions made, relate to, but are not limited to, the following:

  • the inputs used in accounting for share-based payment transactions and in valuation of warrants issued in unit financing;

  • management assumption of no material restoration, rehabilitation, and environmental obligations, based on the fact and circumstances that existed during the period;

  • management’s position that there is no income tax asset recognized within these consolidated financial statements;

  • valuation of shares under the gain on sale of property; and

  • assessment of the going concern assumption as detailed in Note 1 to the financial statements.

Management applied judgment in determining the functional currency of the Company and its subsidiaries as Canadian dollars.

(t) Equipment

Property and equipment are carried at cost, less accumulated depreciation, and accumulated impairment losses. The cost of an item of property and equipment consists of the purchase price, any costs directly attributable to bringing the asset to the location and condition necessary for its intended use and an initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located. Depreciation is recognized based on the cost of an item of property and equipment, less its estimated residual value, over four years for computer equipment, and 2.5 years for specialized software.

An asset's residual value, useful life and depreciation method are reviewed, and adjusted if appropriate, on an annual basis.

In the year of disposal, the resulting gain or loss is included in the statements of operations and comprehensive loss, and the cost of the equipment retired or otherwise disposed of, and the related accumulated depreciation are eliminated from these accounts.

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GPM METALS INC. Notes to Condensed Interim Consolidated Financial Statements Nine Months Ended September 30, 2021 (Expressed in Canadian Dollars) (Unaudited)

3. Capital Risk Management

The Company manages its capital with the following objectives:

  • To ensure sufficient financial flexibility to achieve the ongoing business objectives including the funding of future growth opportunities and pursuit of accretive acquisitions; and

  • To maximize shareholder return through enhancing the share value.

The Company monitors its capital structure and adjusts according to market conditions to meet its objectives, given the current outlook of the business and industry in general. The Company may manage its capital structure by issuing new shares, repurchasing outstanding shares, adjusting capital spending, or disposing of assets. Management and the Board of Directors review the capital structure on an ongoing basis.

The Company considers its capital to be equity, which comprises share capital, shares to be issued, reserves, and deficit, which on September 30, 2021, is $17,015 (September 30, 2020 – $61,757).

The Company manages capital through its financial and operational forecasting processes. The Company reviews its working capital and forecasts its future cash flows based on operating expenditures, and other investing and financing activities. The forecast is updated based on activities related to its mineral properties. Selected information is provided to the Board of Directors. The Company’s capital management objectives, policies, and processes have remained unchanged on September 30, 2021.

4. Financial Risk Management

The Company’s activities expose it to a variety of financial risks: credit risk, liquidity risk, and market risk (including foreign currency risk and equity price risk).

Risk management is carried out by the Company’s management team with guidance from the Audit Committee under policies approved by the Board of Directors. The Board of Directors also provides regular guidance for overall risk management.

(i) Credit risk

Credit risk is the risk of loss associated with a counterparty’s inability to fulfill its payment obligations. The Company’s credit risk is primarily attributable to cash and accounts receivable. Cash is held with select major Canadian, Peruvian, Barbadian, and Australian chartered banks, from which management believes the risk of loss to be minimal.

(ii) Liquidity risk

Liquidity risk is the risk that the Company will not have sufficient cash resources to meet its financial obligations as they come due. The Company’s liquidity and operating results may be adversely affected if its access to the capital markets is hindered, whether because of a downturn in stock market conditions generally or matters specific to the Company. The Company generates cash flow primarily from its financing activities. As at September 30, 2021, the Company had cash of $54,886 (September 30, 2020 – $97,611) to settle current liabilities of $40,950 (September 30, 2020 – $121,403). Some of the Company’s financial liabilities have maturities longer than 90 days and are not subject to normal trade terms. The Company regularly evaluates its cash position to ensure the preservation and security of capital as well as liquidity.

(iii) Market risk

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

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GPM METALS INC. Notes to Condensed Interim Consolidated Financial Statements Nine Months Ended September 30, 2021 (Expressed in Canadian Dollars) (Unaudited)

4. Financial Risk Management (continued)

(a) Foreign currency risk

The Company’s functional and presentation currency is the Canadian dollar, and major purchases are transacted in Canadian dollars. As of September 30, 2021, the Company funds certain operations, exploration, and administrative expenses in Peru and Barbados on a cash call basis using US dollar currency, and in Australia using the Canadian dollar its Canadian dollar bank accounts held in Canada. The Company maintains US dollar bank accounts in Canada, Peru, and Barbados, Australian dollar bank accounts in Australia. The Company is subject to gains and losses from fluctuations in the US dollar and the Australia dollar against the Canadian dollar.

(b) Equity price risk

The Company is exposed to price risk concerning equity prices. Equity price risk is defined as the potential adverse impact on the Company’s earnings due to movements in individual equity prices or general movements in the level of the stock market. The Company’s investment in the common shares of Prophecy Coal (note 5) are subject to fair value fluctuations arising from changes in the equity market.

5. Short-term Investments

5. Short-term Investments
Number of As of September As of December
Shares 30, 2021 31, 2020
Prophecy Development Corp. common shares - $ - $ 24,500
G2 Goldfields Inc. common shares 42 19 18
$ 19 $24,518

6. Property, Plant, and Equipment

Equipment Right-of-use Total
asset
Balance as of December 31, 2019 $ 2,706 $ 80,209 $ 82,915
Depreciation 1,421 15,474 16,895
Balance as of September 30,2020 $ 1,285 $ 64,735 $ 66,020
Balance as of December 31, 2020 $ - $ 51,111 $ 51,111
Depreciation - 20,000 20,000
Balance as of September 30,2021 $ - $ 31,111 $ 31,111

7. Accounts Receivable and Other Assets

7.
Accounts Receivable and Other Assets
As of September As of December
30, 2021 31, 2020
Harmonized sales tax recoverable – (Canada) $(4,381) $ 10,324
Sale tax recoverable – (Australia) 679 711
Prepaid expenses – (Canada) 15,974 7,705
Other assets–(Canada and Australia) - 2,503
$12,272 $21,243

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GPM METALS INC. Notes to Condensed Interim Consolidated Financial Statements Nine Months Ended September 30, 2021 (Expressed in Canadian Dollars) (Unaudited)

8. Lease Liability

On December 1, 2017, the Company entered into a 60-month lease agreement to lease office space. During the 2018 fiscal year, the Company entered into a sublease agreement with a related party. Half of the office lease space has been allocated to the related party, and the Company is reimbursed for half of the monthly lease payments for the remaining term of the lease, terminating on November 30, 2022

minating on November 30, 2022
Office Lease
Balance, December 31, 2020 $ 121,508
Accretion expense 10,635
Lease payments (50,421)
Balance, September 30, 2021 $ 81,722
Current portion $ 69,160
Long-termportion $ 12,562

The Company has recorded this lease as a right-of-use asset (note 6) and lease liability in the consolidated statements of financial position as of September 30, 2021. As of September 30, 2021, the lease liability was measured at the present value of the lease payments that were not paid as of that date. The lease payments are discounted using an interest rate of 15%, which is the Company's incremental borrowing rate.

The continuity of the lease liability is presented in the table below:

Under 1 Between
year 1-2 years Total
Office lease $ 75,843 $ 12,641 $ 88,484

In connection with the sublease agreement held with a related party, as on January 1, 2019, a lease receivable amount was recognized and measured at the present value of the lease payments that were not received as of that date. The sublease payments are discounted using an interest rate of 15%, identical to the discount rate used for the head lease.

The continuity of the lease receivable is presented in the table below:

Lease Receivable
Balance, December 31, 2019 $ 82,108
Accretion expense 8,169
Sublease payments (23,408)
Balance, September 30, 2020 $ 66,869
Balance, December 31, 2020 $ 60,754
Accretion expense 5,317
Sublease payments (25,210)
Balance, September 30, 2021 $ 40,861

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GPM METALS INC. Notes to Condensed Interim Consolidated Financial Statements Nine Months Ended September 30, 2021 (Expressed in Canadian Dollars) (Unaudited)

9. Share Capital

a) Authorized share capital

The authorized share capital consists of an unlimited number of common shares. The common shares do not have a par value. All issued shares are fully paid.

b) Common shares issued

At September 30, 2021, the issued share capital amounted to $24,370,340. The changes in issued share capital for the periods were as follows:

periods were as follows:
Number of
common shares Amount
Balance, December 31, 2019 63,116,559 $ 24,498,580
Warrant modification - (119,316)
Balance, September 30, 2020 63,116,559 24,379,264
Balance, December 31, 2020 63,116,559 24,379,264
Issued on January 19, 2021 3,000,000 150,000
Issue cost - (1,000)
Conversion of Special Warrants - (257,924)
on July 6, 2021 2,000,000 100,000
Balance, September 30, 2021 68,116,559$ 24,370,340

c) Private Placement

(1) In February 11, 2021, the Company completed a private placement under which it has issued an aggregated of 2,000,000 special warrants (“Special Warrants“) at a price of $0.05 per Special Warrant and 3,000,000 units (“Units”) at a price of $0.05 to raise gross aggregate proceeds of $250,000.00. Each Unit consists of one common share of the Company (a “Share”) and one share purchase warrant (a “Warrant”), with each warrant entitling the holder thereof to acquire one additional share at an exercise price of $0.10 for a period of 60 months.

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GPM METALS INC. Notes to Condensed Interim Consolidated Financial Statements Nine Months Ended September 30, 2021 (Expressed in Canadian Dollars) (Unaudited)

10. Stock Options

The following tables reflect the continuity of stock options for the periods ended September 30, 2021, and September 30, 2020:

Number of stock Weighted-average
options exercise price ($)
Balance, December 31, 2019 5,725,000 0.17
Forfeited during the year (250,000) 0.20
Expired on March 2, 2020 (1,525,000) 0.30
Expired on September 7, 2020 (250,000) 0.23
Balance, September 30, 2020 3,700,000 0.12
Balance, December 31, 2020 3,700,000 0.12
Granted on June 3, 2021 1,300,000 0.10
Balance, September 30, 2021 5,000,000 0.12

The following table reflects the stock options issued and outstanding as of September 30, 2021:

Weighted average Number of Number of Number of
Exercise remaining contractual options options vested options
Expiry date price ($) life (years) outstanding (exercisable) unvested
December 12, 2021 0.20 0.20 600,000 600,000 -
December 13, 2022 0.10 1.20 3,100,000 3,100,000 -
June 1, 2026 0.10 4.67 1,300,000 419,524 880,476
Total September 30, 2021 1.98 5,000,000 4,119,524 880,476

(1) During the year ended December 31, 2020, the Company extended the cancellation dates of 1,250,000 options previously granted on December 13, 2019 that are to vest upon the grant of an exploration license. If the exploration license is not granted by the following dates, options will now be cancelled as follows: 250,000 on September 30, 2021, 250,000 on December 30, 2021, 250,000 on March 30, 2022, 250,000 on June 30, 2022 and 250,000 on September 30, 2022. As of December 31, 2020, the exploration license has not yet been granted.

  • (2) On March 05, 2020, the Company had 1,525,000 options expired and canceled 250,000 options related to expire on December 13, 2022 and March 31, 2022.

(3) On June 01, 2021, the Company announced that it has granted to Peter Walsh the amount of 1,300,000 options being exercisable at a price of $0.10 per share until June 1, 2026. The options vest in accordance with the stock option plan of the Company. The fair value of the options was estimated on the date of grant using the Black-Scholes optionpricing model with the following assumptions: the share price of $0.10, expected dividend yield of 0%, risk-free interest rate of 1.22%, the volatility of 123.1%, and an expected life of 5 years. The fair value assigned to these options was $84,981.

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GPM METALS INC. Notes to Condensed Interim Consolidated Financial Statements Nine Months Ended September 30, 2021 (Expressed in Canadian Dollars) (Unaudited)

11. Warrants

The following table reflects the continuity of warrants for the periods ended September 30, 2021 and September 30, 2020:

Number of warrants Weighted-average exercise price ($)
Balance, December 31, 2019 15,609,800 0.15
Warrants expired, July 5,2020 (2,500,000) 0.20
Balance, September 30, 2020 13,109,800 0.14
Balance, December 31, 2020 13,109,800 0.14
Warrants issued, expired February 10, 2026 3,000,000 0.10
Special warrants, expired February 10, 2026 2,000,000 0.10
Balance, September 30, 2021 18,109,800 0.14

The following table reflects the actual warrants issued and outstanding as of September 30, 2021:

Expiry Date Numb of Warrants Fair Value Exercise Price Weighted Remaining Life
February 23, 2022 5,000,000 300,790 0.20 0.40
August 9, 2022 8,000,000 249,283 0.10 0.86
August 9, 2022 109,800 5,463 0.10 0.86
February 10, 2026 3,000,000 154,754 0.10 4.31
February 10, 2026 2,000,000 202,770 0.10 4.31
18,109,800 913,061 0.14 1.68

12. Net Loss Per Common Share

The calculation of basic loss per share for the three and nine months ended September 30, 2021 was based on the loss attributable to common shareholders of $134,075 and $289,660 (three months and nine months ended September 30, 2020 - loss of $54,440 and $219,597) and the weighted average number of common shares outstanding of 68,116,559 (September 30, 2020 – 63,116,559). Diluted loss per share did not include the effect of outstanding options or warrants as they are anti-dilutive or not in the money.

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GPM METALS INC.

Notes to Condensed Interim Consolidated Financial Statements Nine Months Ended September 30, 2021 (Expressed in Canadian Dollars) (Unaudited)

13. General and Administrative

Three Months Ended Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended Nine Months Ended
September 30 September 30
2021 2020 2021 2020
Salaries and benefits $27,849 $ - $27,849 $ 16,660
Administrative and general 2,605 14,383 6,804 44,908
Accretion expense 1,467 1,734 5,317 6,813
Depreciation expense 6,667 6,694 20,000 21,319
Stock-based compensation 19,602 7,644 52,483 41,179
Reporting issuer costs 2,620 14,388 26,462 22,591
Professional fees 13,498 12,025 33,164 40,853
Insurance 1,375 2,875 7,125 8,919
Total $75,684 $ 59,743 $179,205 $ 203,242

14. Related Party Balances and Transactions

Related parties include the Board of Directors, officers, close family members, and enterprises that are controlled by these individuals as well as certain persons performing similar functions. The transactions noted below are in the normal course of business and approved by the Board of Directors in strict adherence to conflict of interest laws and regulations.

(a) GPM entered into the following transactions with related parties:

Bruce Rosenberg(i)
Craig Parry(ii)
Dan Noone(iii)
Harry Burgess(ii)
Joel Thomas(ii)
Peter Walsh(iv)
Shaun Drake
Yajian Wang
Three Months Ended September 30
Nine Months Ended September 30
2021
2020
2021
2020
$ -$ 1,653 $ 1,180$ 8,641
-
1,653
1,180
8,477
-
1,653
1,180
8,641
-
1,653
1,180
8,641
-
-
-
73
47,451
-
74,875
-
3,000
3,207
9,147
10,224
7,500
7,500
22,500
23,321
Total $ 57,951$ 17,319
$ 111,242
$ 68,018

(i) Bruce Rosenberg is a director of the Company. Fees related to legal services provided by Mr. Rosenberg, director's fees and stockbased compensation. As at September 30, 2021, neither Mr. Rosenberg nor his company were owed any fees (September 30, 2020 nil).

(ii) Director fees and stock-based compensation paid to directors of the Company. For 2021 Directors are receiving Stock based compensation only. No fees are owing to any Director.

(iii) Dan Noone, the Chairman of board. No fees and only stock-based compensation. No fees owing.

(iv) Peter Walsh, the Chief Executive Office from June 3, 2021. $10,000 CEO fees and stock-based compensation.

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GPM METALS INC. Notes to Condensed Interim Consolidated Financial Statements Nine Months Ended September 30, 2021 (Expressed in Canadian Dollars) (Unaudited)

14. Related Party Balances and Transactions (continued)

  • (b) Remuneration of Directors and key management personnel of the Company was as follows:
Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended
September 30 September 30
2021
2020 2021
2020
Total salaries and benefits(i) $ 38,349
$
10,500 $ 59,349
$
31,500
Total share-based payments 19,602 6,818 51,893 36,611

(i) Salaries and benefits include director fees for September 30, 2021. The Board of Directors and select officers do not have employment contracts with the Company. Directors were entitled to director fees and stock options for their services up to September 30, 2021. For 2021 Directors are entitled to stock options for their services. Selected officers are entitled to stock options only for their services and other officers are paid a fee.

The above-noted transactions are in the normal course of business and are measured at the exchange amount, as agreed to by the parties, and approved by the Board of Directors.

15. Exploration and Evaluation Expenditures

The Company enters into exploration agreements or permits with other companies or foreign governments under which it may explore or earn interests in mineral properties by issuing common shares and making an option or rental payments and incurring expenditures in varying amounts by varying dates. Failure by the Company to meet such requirements can result in a reduction or loss of the Company’s ownership interests or entitlements under the agreements or permits.

(A) Rory Group

The Company has a 100% interest in the Rory Group consisting of 40 staked claims located in the Yukon Territory, Canada.

(B) Walker Gossan Project

On January 27, 2014, the Company, through its wholly-owned subsidiary DPG Resources Australia Pty Limited entered into, an Earn-In/Joint Venture Agreement with Rio Tinto Exploration Pty Limited ("Rio Tinto"), a wholly-owned subsidiary of Rio Tinto Limited covering base metal exploration and development rights, in relation to certain granted exploration tenements and tenement applications in McArthur Basin Mining District, Northern Territory, Australia (the "Walker Gossan project").

Rio Tinto and GPM have entered into a definitive Two-Stage Earn-In/Joint Venture Agreement granting GPM an initial 51% interest under certain conditions that include:

Stage One

  1. Payment of Australian Dollar ("AUD") $1,000,000 on signing (paid);

  2. Minimum expenditure of AUD$2,000,000 within three years of the effective date (met);

  3. Combined expenditures of AUD$20,000,000 over ten years; and

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GPM METALS INC. Notes to Condensed Interim Consolidated Financial Statements Nine Months Ended September 30, 2021 (Expressed in Canadian Dollars) (Unaudited)

15. Exploration and Evaluation Expenditures (continued)

(B) Walker Gossan Project (continued)

  1. Milestone payments within the combined expenditures as follows:

  2. (i) AUD$100,000 upon the grant of licenses to all of the properties;

  3. (ii) AUD$1,000,000 upon the completion of the first drill hole on the Walker Gossan project (paid); and

  4. (iii) AUD$4,000,000 upon the completion of a resource study that shows an indicated status for a minimum of 20 million tons of greater than 8% combined lead and zinc, or lead, zinc, and silver, within the licensed area or a Decision to Mine being made.

Stage Two

GPM may increase its interest to 75% by completing a Feasibility Study within three years of completing Stage One. Rio Tinto may elect to contribute under its participating share, not contribute and be diluted, or convert its interest into a Net Smelter Return (2.5%) royalty. There are rights of first refusal on purchase and sale of interest for both parties at fair market value. GPM will be responsible for all negotiations with the Northern Land Council for consent to issue the exploration license applications and work programs to be conducted by GPM under its sole rights or as operator.

The following is a detailed list of expenditures incurred on the Company’s mineral properties:

Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended
September 30 September 30
2021 2020 2021 2020
Canada
General $ - $ - $- $ -
$- $ - $- $ -
Australia
General $ 3,595 $ 17 $ 12,435 $ 827
Legal 510 - 2,027 -
Consulting 7,775 - 7,775 -
Northern Land Council Fee 55,597 - 122,222 -
$ 67,477 $ 17 $144,459 $ 827
Total Exploration Expenditures $67,477 $ 17 $ 144,459 $ 827

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GPM METALS INC. Notes to Condensed Interim Consolidated Financial Statements Nine Months Ended September 30, 2021 (Expressed in Canadian Dollars) (Unaudited)

16. Subsequent Events

On October 13 2021 the company announced a non-brokered private placement of 3,000,000 shares at a price of $0.10 each to raise aggregate gross proceeds of up to $300,000.00. On November 5, 2021, the company closed this nonbrokered private placement with proceeds of $300,000.00., and issued an aggregate of 3,000,000 units. Each Unit consists of one common share of the Company (a “Share”) and one share purchase warrant (a “Warrant”), with each warrant entitling the holder thereof to acquire one additional share at an exercise price of $0.15 for a period of 36 months.

Global Issues

Subsequent to September 30, 2021, the global outbreak of COVID-19 (coronavirus) has had a significant impact on businesses through the restrictions put in place by the Canadian government regarding travel, business operations, and isolation/quarantine orders. At this time, it is unknown the extent of the impact the COVID19 outbreak may have on the Company as this will depend on future developments that are highly uncertain, and that cannot be predicted with confidence. These uncertainties arise from the inability to predict the ultimate geographic spread of the disease, and the duration of the outbreak, including the duration of travel restrictions, business closures or disruptions, and quarantine/isolation measures that are currently, or maybe put, in place by Canada and other countries to fight the virus. While the extent of the impact is unknown, we anticipate this outbreak may cause reduced customer demand, supply chain disruptions, and staff shortages, all of which may negatively impact the Company’s business and financial condition.

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