Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Great Quest Gold Ltd. Interim / Quarterly Report 2021

May 27, 2021

43806_rns_2021-05-26_c5092a50-12e3-41f7-8c32-8954ec15a1f3.pdf

Interim / Quarterly Report

Open in viewer

Opens in your device viewer

==> picture [167 x 90] intentionally omitted <==

GREAT QUEST FERTILIZER LTD.

Condensed Interim Consolidated Financial Statements For the three months ended March 31, 2021 and 2020

NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS

Under National Instrument 51-102, Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor.

The accompanying unaudited condensed interim consolidated financial statements of the Company have been prepared by and are the responsibility of the Company’s management.

The Company’s independent auditor has not performed a review of these financial statements in accordance with standards established by the Canadian Institute of Chartered Accountants for a review of interim financial statements by an entity’s auditor.

GREAT QUEST FERTILIZER LTD.

Condensed Interim Consolidated statements of financial position

( Expressed in Canadian dollars - Unaudited)

==> picture [450 x 419] intentionally omitted <==

----- Start of picture text -----

March 31, December 31,
As at 2021 2020
ASSETS
Current assets
Cash and cash equivalents $ 9,659 $ 12,271
GST recoverable 16,340 14,051
Prepaid expenses 23,582 21,546
49,581 47,868
Non-current assets
Exploration and evaluation properties (note 4) 5,336,396 5,320,080
Total assets $ 5,385,977 $ 5,367,948
LIABILITIES AND EQUITY
Current liabilities
Accounts payable and accrued liabilities $ 274,296 $ 226,239
Due to related parties (note 7) 276,529 200,066
550,825 426,305
Long term liabilities
Loan payable (note 5) 60,000 -
Due to related parties (note 7) 201,667 201,667
Total liabilities 812,492 627,972
Equity
Share capital (note 6) 20,905,910 20,905,910
Share-based payment reserve (note 6) 478,106 478,106
Non-controlling interest - 23,356
Deficit (16,810,531) (16,667,396)
Total shareholders’ equity 4,573,485 4,739,976
Total liabilities and shareholders’ equity $ 5,383,977 $ 5,367,948
----- End of picture text -----

Nature and continuance of operations and going concern (note 1)

Approved on behalf of the Board of Directors on May 21, 2021

“Jed Richardson” “John Clarke”

Jed Richardson – Chief Executive Officer John Clarke – Director

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

Page | 1

GREAT QUEST FERTILIZER LTD. Condensed interim consolidated statements of (loss) and comprehensive (loss)

(Expressed in Canadian dollars-Unaudited)

Three months ended months ended March 31,
Expenses 2021 2020
Accounting and audit $ 5,907 $ 6,125
Consulting 40,300 11,350
Investor relations 12,000 10,026
Legal - 150
Management and director fees (note 7) 68,500 55,000
Office and general 35,678 22,593
Rent 4,106 4,106
Share-based compensation (recovery) expense(note 6) - (14,942)
Telephone and communication - 346
Loss before other items (166,491) (94,754)
Unrealized (loss) on investment - (5,432)
Interest income - 39
Net (loss) and comprehensive (loss) for the period $ (166,491) $ (100,147)

Net loss and comprehensive loss were 100% attributable to the shareholders of the Company for each of the three month periods ended March 31, 2021 and 2020.

Weighted average number of outstanding shares 59,156,279 58,717,267
Basic and diluted (loss) per share (0.00)
$
(0.00)
$

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

Page | 2

GREAT QUEST FERTILIZER LTD. Condensed interim consolidated statements of cash flows

(Expressed in Canadian dollars - Unaudited)

==> picture [491 x 427] intentionally omitted <==

----- Start of picture text -----

For the three months ended
March 31,
2021 2020
Operating activities
Net (loss) for the period $ (166,491) $ (100,147)
Adjustments:
Share-based compensation (recovery) - (14,942)
Unrealized loss on investment - 5,432
(166,491) (109,657)
Change in non-cash working capital items:
GST recoverable (2,289) (9,869)
Prepaid expenses (2,036) 3,369
Due to related parties 76,463 48,368
Accounts payable and accrued liabilities 31,741 44,175
(62,162) (23,614)
Financing activities
Loan proceeds 60,000 -
60,000 -
Investing activities
Exploration and evaluation property costs - (18,953)
- (18,953)
Change in cash and cash equivalents (2,612) (42,567)
Cash and cash equivalents at beginning of the period 12,271 71,188
Cash and cash equivalents at end of the period $ 9,659 $ 28,621
Cash and cash equivalents comprised of:
Cash $ 9,659 $ 19,798
Term deposits - 8,823
$ 9,659 $ 28,621
----- End of picture text -----

Supplemental cash flow information (note 9)

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

Page | 3

GREAT QUEST FERTILIZER LTD.

Condensed interim consolidated statements of changes in equity

(Expressed in Canadian dollars - Unaudited)

For the three months ended March 31, 2021 and 2020

==> picture [709 x 31] intentionally omitted <==

----- Start of picture text -----

Deposit Share-based Non- Equity Portion
Number of Treasury on payment controlling of convertible
shares Share capital shares shares reserve interest note Deficit Total
----- End of picture text -----

Balance at January 1, 2020 58,717,267 $ 20,553,363 - $ 20,250 $ 634,072 $ 23,356 $ 249,973 $ (17,468,969) $ 4,012,045
Share-based compensation - - - - (14,942) - - - (14,942)
Net loss for theperiod - - - - - - - (100,147) (100,147)
Balance at March 31, 2020 58,717,267 20,553,363 - 20,250 619,130 23,356 249,973 (17,569,116) 3,896,956
Balance at January 1, 2021 59,156,279 20,905,910 3,113,488 - 478,106 23,356 - (16,667,396) 4,739,976
Dissolution of subsidiary - - - - - (23,356) - 23,356 -
Net loss for theperiod - - - - - - - (166,491) (166,491)
Balance at March 31, 2021 59,156,279 $ 20,905,910 3,113,488 $ - $ 478,106 $ - $
-
$ (16,810,531) $ 4,573,485

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

Page | 4

GREAT QUEST FERTILIZER LTD. Notes to the condensed interim consolidated financial statements (Expressed in Canadian dollars) For the three months ended March 31, 2021 and 2020

1. Nature and continuance of operations and going concern

Great Quest Fertilizer Ltd. (the “Company”) is incorporated under the British Columbia Business Corporations Act and its principal business activities are the exploration and development of exploration and evaluation properties located in Mali, West Africa. The Company’s registered office is located at 10[th] Floor, 595 Howe Street, Vancouver, British Columbia.

These condensed interim consolidated financial statements have been prepared on a going-concern basis, which presume the realization of assets and discharge of liabilities in the normal course of business for the foreseeable future. The Company’s ability to continue as a going-concern is dependent upon achieving profitable operations and/or obtaining additional financing.

The business of mining and exploration involves a high degree of risk and there can be no assurance that current exploration programs will result in profitable mining operations. The Company has no source of revenue and has significant cash requirements to meet its administrative overhead and maintain its exploration and evaluation properties. The recoverability of amounts shown for exploration and evaluation assets is dependent on several factors. These include the discovery of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the development of these properties, and future profitable production or proceeds from disposition of exploration and evaluation assets. The carrying values of the Company’s exploration and evaluation assets do not reflect current or future values. These condensed interim consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that might be necessary should the Company be unable to continue in business.

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. It is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company’s business or ability to raise funds.

The Company is pursuing its efforts in raising funds in order to continue operations and, although it has been successful in doing so in the past, there is no assurance it will be able to do so in the future. To the extent financing is not available, the Company’s financial commitments may not be satisfied and could result in a loss of property ownership or earning opportunities for the Company. These material uncertainties may cast significant doubt upon the Company’s ability to continue as a going concern.

On November 4, 2020, the Company terminated its efforts to close the acquisition of Ivoirienne de Noix de Cajou SARL, which was announced on November 6, 2018. The acquisition would have been a change of business for the Company. As consideration for the termination, the Company will repurchase 5,443,000 of its common shares for a nominal $1 and received a full and final release from the outstanding remaining convertible debt of $489,739 including the equity portion, valued at $249,973, and any and all other amounts owing to the transaction counterparties, $515,306.

The Company will focus its efforts on its Sanoukou gold properties in Mali and seek strategic alternatives for the Tilemsi Phosphate project.

Page | 5

GREAT QUEST FERTILIZER LTD. Notes to the condensed interim consolidated financial statements (Expressed in Canadian dollars) For the three months ended March 31, 2021 and 2020

2. Statement of compliance

These condensed interim financial statements for the three-month period ended March 31, 2021 have been prepared in accordance with IAS 34 Interim Financial Reporting. They do not include all disclosures that would otherwise be required in a complete set of financial statements and should be read in conjunction with the Company’s 2020 annual financial statements which have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

The condensed interim financial statements have been prepared using accounting policies consistent with those used in the Company’s 2020 annual financial statements except for new standards, interpretations and amendments mandatorily effective for the first time from January 1, 2021, with the assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business rather than through a process of forced liquidation. Ongoing operations of the Company are dependent upon its ability to receive continued financial support, complete public equity financings, or generate profitable operations in the future.

3. Summary of significant accounting policies

The accounting policies as set out in Note 3 of the Company’s annual financial statements for the year ended December 31, 2020 have been consistently applied to all the periods presented except for new accounting policies and the adoption of the following new standards and amendments issued by the IASB that were effective for annual periods beginning on or after January 1, 2021. These policies are outlined below.

(a) Basis of preparation

These condensed interim consolidated financial statements have been prepared on a historical cost basis, except for certain financial instruments classified as fair value through profit or loss, which have been measured at fair value. In addition, these condensed interim consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

The policies set out in the ensuing paragraphs have been consistently applied to all periods presented unless otherwise noted.

The preparation of consolidated financial statements in accordance with IFRS requires management to make judgments in applying accounting policies. Judgments that have the most significant effect on the amounts recognized in these financial statements are described below. Management is also required to make assumptions and critical estimates. Critical estimates are those that are most subject to uncertainty and have the most significant risk of resulting in a material adjustment to the carrying values of assets and liabilities within the next twelve months. Judgments, assumptions and estimates are based on historical experience, current trends and available information. Future events cannot be determined with certainty. As confirming events occur, actual results could differ materially from the assumptions and estimates.

Critical judgments made in the preparation of these financial statements are as follows:

  • The economic recoverability of the exploration and evaluation properties. Judgment was used to determine whether indicators of impairment exist.

  • Verification of title to its interests in exploration and evaluation properties.

Page | 6

GREAT QUEST FERTILIZER LTD. Notes to the condensed interim consolidated financial statements (Expressed in Canadian dollars) For the three months ended March 31, 2021 and 2020

3. Summary of significant accounting policies (continued)

(a) Basis of preparation (continued)

  • Functional currency of the Company. Judgment was used in determining the currency that primarily determines or influences the costs of goods and services.

  • Going concern. Please see note 1.

  • Determination of fair value of investments, classified and measured at fair value through profit and loss.

Significant assumptions and estimates used are as follows:

  • Share-based payments - Assumptions were used in applying valuation techniques to determine the costs for these payments, in particular, in estimating the future volatility of the stock price, expected dividend yield, future employee turnover rate, and risk-free interest rate.

  • Provisions - Assumptions were made to determine whether obligations exist and to estimate the amount of the obligations believed to exist.

  • Deferred income taxes - The Company is periodically required to estimate the tax basis of assets and liabilities. Where applicable tax laws and regulations are either unclear or subject to varying interpretations, it is possible that changes in these estimates could occur that materially affect the amounts of deferred income tax assets and liabilities recorded in the financial statements. Changes in deferred tax assets and liabilities generally have a direct impact on earnings in the period that the changes occur. Each period, the Company evaluates the likelihood of whether some portion or all of each deferred tax asset will not be realized. This evaluation is based on historic and future expected levels of taxable income, the pattern and timing of reversals of taxable temporary timing differences that give rise to deferred tax liabilities, and tax planning initiatives.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

The condensed interim consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries). Control is achieved where the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The Company's subsidiaries are as follows:

Country of Ownership
Name Incorporation Interest
Great Quest (Barbados) Limited Barbados 100%
Great Quest Mali S.A. (“GQ Mali”) Mali 100%

During the period ended March 31, 2021, the Company dissolved its 94% owned subsidiary Engrais Phosphates du Mali S.A. (“EPM”).

Page | 7

GREAT QUEST FERTILIZER LTD. Notes to the condensed interim consolidated financial statements

(Expressed in Canadian dollars) For the three months ended March 31, 2021 and 2020

4. Exploration and evaluation properties

==> picture [398 x 190] intentionally omitted <==

----- Start of picture text -----

Mali
Phosphate Gold TOTAL
Balance, December 31, 2019 $ 5,175,002 $ 24,006 $ 5,199,008
Additions:
Deferred exploration costs
Amortization of equipment 34,856 - 34,856
Office, personnel and other 86,216 - 86,216
Balance, December 31, 2020 $ 5,296,074 $ 24,006 $ 5,320,080
Additions:
Deferred exploration costs
Environmental study - 4,166 4,166
Office, personnel and other 12,150 - 12,150
Balance, March 31, 2021 $ 5,308,224 $ 28,172 $ 5,336,396
----- End of picture text -----

(a) MALI Phosphate Properties - Tilemsi Phosphate Project

The Tilemsi project comprises three contiguous properties namely the Tilemsi, the Tarkint Est and the Aderfoul. The three properties cover a total permitted area of 1,206 Km[2] in the northern part of Mali. The Company holds a 100% interest in the permits and two optionors hold 2.07% and 1.47% Net Profit Interest respectively in the project.

i. Tilemsi Phosphate Research Permit

Under the acquisition agreement with respect to this permit, the Company is required to make three payments of 50,000,000 FCFA ($100,000) each and issue 50,000 warrants to the original holder. The options expired unexercised in 2014. At December 31, 2018, the first two payments, totaling $209,485, were completed along with a payment of 1,000,000 FCFA ($2,242) towards the final amount of 50,000,000 FCFA due on receipt of a permit for commercial exploitation.

On November 19, 2019, a new permit was issued for an initial period of three years, renewable two times, for a period of two years each. There are minimum expenditure requirements on the permits as per below:

  • $487,000 (210,000,000 Mali FCFA) for the first year;

  • $313,000 (135,000,000 Mali FCFA) for the second year; and

  • $359,000 (155,000,000 Mali FCFA) for the third year.

The Company did not meet the minimum expenditure requirement for the year ended December 31, 2020 nor as at March 31, 2021. However, the Company was granted a grace period by the Ministry of Mine in Mali, of a duration equal to the delay caused by the occurrence of the case of force majeure on the mining titles. The current situation in North Mali constitutes a case of force majeure.

Page | 8

GREAT QUEST FERTILIZER LTD. Notes to the condensed interim consolidated financial statements (Expressed in Canadian dollars) For the three months ended March 31, 2021 and 2020

4. Exploration and evaluation properties (continued)

  • (a) MALI Phosphate Properties - Tilemsi Phosphate Project (continued)

ii. Tarkint Est Phosphate Research Permit

In 2010 and 2011, the Company, acquired the Tarkint Est research permit in Mali, for an aggregate of 115,000,000 FCFA ($230,000). At December 31, 2018, the Company has paid a total of 101,300,000 FCFA ($204,870) towards the acquisition price. The balance of 13,700,000 FCFA ($30,309) is due six months after the resumption of activities on the property.

On October 21, 2019, a new permit was issued for an initial period of three years, renewable two times, for a period of two years each. There are minimum expenditure requirements on the permits as per below:

  • $162,000 (70,000,000 Mali FCFA) for the first year;

  • $267,000 (115,000,000 Mali FCFA) for the second year; and

  • $325,000 (140,000,000 Mali FCFA) for the third year.

The Company did not meet the minimum expenditure requirement for the year ended December 31, 2020 nor as at March 31, 2021. However, the Company was granted a grace period by the Ministry of Mine in Mali, of a duration equal to the delay caused by the occurrence of the case of force majeure on the mining titles. The current situation in North Mali constitutes a case of force majeure.

iii. Aderfoul area

On January 17, 2013, the Company received the Arrete, valid for three years, with respect to a research permit covering an area of 200 km[2] , which granted the Company a 100% interest in the Aderfoul property. On June 25, 2018, the permit was renewed for a final period of two years, effective January 17, 2018.

During the year ended December 31, 2020, an application for the re-issuance of the permit has been lodged with the Malian Authorities. The application is under consideration and there is no indication that the permit will not be issued.

(b) MALI Gold Properties

i. Sanoukou Gold Research Permit

On August 26, 2015, the permit was renewed for another two years. The permit was due to expire in August 2017. Under the current mining regulations in Mali, no further renewal is allowable for permit. Given the Company’s focus was on the phosphate project in 2016, the Company impaired the carrying value of the permit at December 31, 2016.

On February 21, 2018, the Ministry of Mines of Mali re-issued the Sanoukou gold exploration permit to the Company. The permit is valid for three years with two successive renewals of two years each. During the three months ended March 31, 2021, the Company submitted a renewal of the Sanoukou permit with the Malian authorities. The renewal is under consideration and there is no indication that the permit will not be renewed.

Page | 9

GREAT QUEST FERTILIZER LTD. Notes to the condensed interim consolidated financial statements (Expressed in Canadian dollars) For the three months ended March 31, 2021 and 2020

5. Loan payable

In January 2021, the Company received loan proceeds of $60,000 from the Canadian Emergency Business Account (“CEBA”) program. The loan has no annual interest until December 31, 2022 and 5% per annum starting on January 1, 2023. No principal repayments are required before December 31, 2022. If the loan remains outstanding after December 31, 2022, only interest payments are required until full principal is due on December 31, 2025. If the outstanding principal, other than the amount of potential debt forgiveness ($20,000), is repaid by December 31, 2022, the remaining principal amount will be forgiven, provided that no default under the loan has occurred.

6. Share capital

The authorized share capital of the Company consists of an unlimited number of common shares without par value.

Treasury shares

On November 4, 2020, the Company terminated its efforts to close the acquisition of Ivoirienne de Noix de Cajou SARL, which was announced on November 6, 2018. As consideration for the termination, the Company would repurchase 5,443,000 of its common shares for a nominal $1 and receive a full and final release from all outstanding remaining debt. As at March 31, 2021, 3,113,488 common shares had been returned to the Company, pending cancellation and return to treasury. Per the terms of the amended and restated share repurchase agreement entered into in March 2021, the number of shares to be repurchased was amended to 5,000,000 and the Company would repurchase another 1,886,512 shares in April 2022.

Stock options

The Company has adopted an incentive stock option plan (the “Plan”) which was approved at the Company’s Annual General Meeting on July 5, 2018. The essential elements of the Plan provide that the aggregate number of common shares of the Company’s capital stock issuable pursuant to options granted under the Plan may not exceed 10% of the total number of issued and outstanding shares on a non-diluted basis. Options granted under the Plan may have a maximum term of ten years. The exercise price of options granted under the Plan will not be less than the market price of the common shares (defined as the last closing market price of the Company’s common shares immediately preceding the issuance of a news release announcing the granting of the options), or such other price as may be agreed to by the Company and accepted by the TSX Venture Exchange.

A summary of the status of the Company’s stock option plan as of March 31, 2021 and December 31, 2020. Changes during the periods then ended were as follows:

Weighted
Number of Average Exercise
Options price
Stock options outstanding at December 31, 2019 5,405,000 0.20
Forfeited (1,150,000) 0.15
Stock options outstanding at December 31, 2020
and March 31, 2021
4,255,000 $ 0.21

Page | 10

GREAT QUEST FERTILIZER LTD. Notes to the condensed interim consolidated financial statements (Expressed in Canadian dollars) For the three months ended March 31, 2021 and 2020

6. Share capital (continued)

Stock options (continued)

During the three months ended March 31, 2021, nil options were forfeited (2020 - 1,150,00) following the resignation of officers and directors of the Company. Of the forfeited options in 2020, 350,000 options did not vest, giving rise to a reverse charge of share base compensation of $27,489. The sharebased compensation expense related to stock options for the three months ended March 31, 2021 was a recovery of nil (2020 – $14,942).

The following table summarizes information about the stock options outstanding and exercisable at March 31, 2021:

==> picture [424 x 95] intentionally omitted <==

----- Start of picture text -----

Number of Number of Average
Options Exercisable Remaining Life
Expiry Date Exercise Price Outstanding Options (Years)
June 6, 2021 $0.30 950,000 950,000 0.18
June 12, 2022 $0.30 1,455,000 1,455,000 1.20
September 13, 2023 $0.10 1,850,000 1,850,000 2.45
$0.21 4,255,000 4,255,000 1.52
----- End of picture text -----

Warrants

Weighted Average
Warrants outstanding Number Exercise Price
Balance at December 31, 2019 2,976,166 $ 0.50
Expired (2,976,166) 0.50
Granted 3,552,500 0.20
Balance at December 31, 2020 and
March 31, 2021
3,552,500 $ 0.20

The following table summarizes information about the warrants outstanding at March 31, 2021:

Expiry Date Exercise Price Number of Warrants
Outstanding
Average Remaining
Life(Years)
June 22,2023 $0.20 3,552,500 2.22

7. Related party transactions and balances

Key management personnel are officers and directors, or their related parties, who hold positions in the Company and its subsidiaries, that result in these officers and directors having control or significant influence over the financial or operating policies of those entities. These include the members of the Board, current and former Chief Executive Officers, Presidents, Chief Financial Officers and the Chief Operating Officers.

The following transacted with the Company in the reporting period.

Page | 11

GREAT QUEST FERTILIZER LTD. Notes to the condensed interim consolidated financial statements (Expressed in Canadian dollars) For the three months ended March 31, 2021 and 2020

7. Related party transactions and balances (continued)

Transactions with key management personnel

The aggregate value of transactions with key management personnel being directors and key management personnel were as follows:

management personnel were as follows:
Three months ended March 31
Compensation 2021 2020
Short term benefits, including fees and salaries (net of $ 68,500 $ 55,000
refunds)
Share-based compensation(see note 6) - (19,350)
Total $ 68,500 $ 35,650

During the three months ended March 31, 2020, the Company paid a total of $43,250 to related parties, which was fully refunded by an entity owned and managed by directors of the Company for services provided to that entity.

At March 31, 2021 and December 31, 2020, the amounts payable were as follows:

==> picture [440 x 24] intentionally omitted <==

----- Start of picture text -----

March 31, December 31,
Related party balances payable 2021 2020
----- End of picture text -----

Related party balances payable March 31,
2021
December 31,
2020
Outstanding amount due within one year
With respect to advances on expenses from related party $ 4,388 $ 4,388
With respect to management fees $ 272,141 $195,678
$ 276,529 $200,066
Outstanding amount due within more than one year
With respect to management fees $ 201,667 $ 201,667

On November 4, 2020, the Company recorded a loan forgiveness of $515,306 on a loan payable to Bruce McKean and Cajou Investment Holdings Inc. (“Lender”) upon signing a Loan Forgiveness Agreement whereby the Lender forgave the full amount of the loan outstanding.

The amounts due to related party are non-interest bearing and unsecured.

8. Supplemental cash flow information

Three months ended March 31 2021 2020
Cash received (paid) for interest $ - $ 39
Cashpaid for income taxes $ - $-

The Company incurred non-cash financing and investing activities during the three months ended March 31, 2021 and 2020 as follows:

Three months ended March 31 2021 2020
Exploration and evaluation activities - amortization $ - $ 8,714

Page | 12

GREAT QUEST FERTILIZER LTD. Notes to the condensed interim consolidated financial statements (Expressed in Canadian dollars) For the three months ended March 31, 2021 and 2020

9. Segmented information

The Company’s activities are all in the one industry segment of exploration and evaluation property acquisition, exploration and development.

Properties, vehicles, equipment and furniture by geographical segment are as follows:

Mali Canada Total
March 31, 2021
Exploration and evaluationproperties $5,336,396 $ - $5,336,396
$ 5,336,396 $ - $ 5,336,396
December 31, 2020
Exploration and evaluationproperties $5,320,080 $ - $5,320,080
$ 5,320,080 $ - $ 5,320,080
Mali Canada Total
For the three months ended March 31, 2021
Net (loss) $ 5,267 $ 161,224
$ 166,491
For the three months ended March 31, 2020
Net(Loss) $ 5,108 $ 95,129 $100,147

10. Capital disclosures and financial risk management

The Company includes cash and cash equivalents, issued common shares and deficit in the definition of capital. The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to support the acquisition, exploration and development of exploration and evaluation properties. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company’s management to sustain future development of the business. The properties in which the Company currently has an interest are in the exploration stage; as such the Company is dependent upon external financings to fund activities. In order to carry out planned exploration and pay for administrative costs, the Company will spend its existing working capital and raise additional funds as needed.

The Company will continue to assess new properties and seek to acquire an interest in additional properties if it feels there is sufficient geologic or economic potential and if it has adequate financial resources to do so. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.

There were no changes in the Company’s approach to capital management during the period ended March 31, 2021. The Company is not subject to externally imposed capital requirements.

Financial risk management:

The Company is exposed in varying degrees to a variety of financial instrument related risks.

Credit risk:

The Company is exposed to credit risk by holding cash and cash equivalents. This risk is minimized by holding the investments in large Canadian financial institutions. The Company has minimal accounts receivable exposure in the form of refundable GST due from the Canadian governments.

Page | 13

GREAT QUEST FERTILIZER LTD. Notes to the condensed interim consolidated financial statements (Expressed in Canadian dollars) For the three months ended March 31, 2021 and 2020

10. Capital disclosures and financial risk management (continued)

Currency risk:

The Company’s functional currency is the Canadian dollar. There is foreign exchange risk to the Company as some of its exploration and evaluation property interests and resulting commitments are located in Mali. Management monitors its foreign currency balances and makes adjustments based on anticipated need for currencies. The Company does not engage in any hedging activities to reduce its foreign currency risk.

As at March 31, 2021, the Company was exposed to currency risk through the following monetary assets and liabilities in Mali FCFA:

abilities in Mali FCFA:
Cash
Accounts Payable
Foreign exchange rate at March 31, 2021
Canadian equivalent
$ 8,247
$86,523
0.00234

Based on the net exposures at March 31, 2021, and assuming that all other variables remain constant, a 10% depreciation or appreciation of the Canadian dollar against the Mali FCFA would not have a material impact on the Company’s net earnings.

Interest rate risk:

The Company’s exposure to interest rate risk relates to its ability to earn interest income on cash balances at variable rates. The fair value of the Company’s cash and cash equivalents is relatively unaffected by changes in short term interest rates. The income earned on certain bank accounts is subject to the movements in interest rates.

Price risk:

Price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices (other than those arising from interest rate risk or currency risk).

Liquidity risk:

Liquidity risk is the risk that the Company is unable to meet its financial obligations as they come due. The Company had a net working deficiency of $501,244 at March 31, 2021 (December 31, 2020 - $378,437). Accounts payable is due in 30 days.

Page | 14