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Metalsource Mining Inc. — Interim / Quarterly Report 2024
Sep 27, 2023
48213_rns_2023-09-27_56bd9d5f-1111-413a-8680-814e2f83e573.pdf
Interim / Quarterly Report
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GUYANA FRONTIER MINING CORP.
UNAUDITED INTERIM FINANCIAL STATEMENTS
For the three months ended July 31, 2023, and 2022
(EXPRESSED IN CANADIAN DOLLARS)
NOTICE TO READER
The accompanying unaudited interim financial statements of Guyana Frontier Mining Corp. have been prepared by and are the responsibility of management. These unaudited interim financial statements have not been reviewed by Guyana Frontier Mining Corp.'s independent external auditor.
GUYANA FRONTIER MINING CORP. STATEMENTS OF INTERIM FINANCIAL POSITION (EXPRESSED IN CANADIAN DOLLARS - UNAUDITED)
AS AT
| Notes | July 31,2023$ | April 30,2023$ | |
|---|---|---|---|
| ASSETS | |||
| CURRENT ASSETS | |||
| Cash and cash equivalents | 2,516 | 11,397 | |
| HST and other receivables | - | - | |
| TOTAL ASSETS | 2,516 | 11,397 | |
| LIABILITIES | |||
| CURRENT LIABILITIES | |||
| Accounts payable and accrued liabilities | 15,149 | 14,597 | |
| Due to related parties | 7 | 13,724 | 13,724 |
| 28,873 | 28,321 | ||
| SHAREHOLDERS' DEFICIENCY | |||
| Share capital | 8 | 23,025,037 | 23,025,037 |
| Contributed surplus | 10 | 6,705,138 | 6,705,138 |
| Share based payments reserve | 6,000 | 6,000 | |
| Accumulated deficit | (29,762,532) | (29,753,099) | |
| TOTAL SHAREHOLDERS' DEFICIENCY | (26,357) | (16,924) | |
| TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIENCY | 2,516 | 11,397 | |
| NATURE OF OPERATIONS AND GOING CONCERN | 1 | ||
| CONTINGENCIES AND COMMITMENTS | 12 | ||
Approved on behalf of the Board on September 27, 2023:
"Binyomen Posen" "David Bhumgara" Director Director
The accompanying notes form an integral part of these interim financial statements.
GUYANA FRONTIER MINING CORP. INTERIM STATEMENTS OF LOSS AND COMPREHENSIVE LOSS
(EXPRESSED IN CANADIAN DOLLARS - UNAUDITED)
| Notes | Three months ended | |||
|---|---|---|---|---|
| July 31, 2023 | July 31, 2023 | |||
| $ | $ | |||
| EXPENSES | ||||
| Professional fees | 7,551 | 7,500 | ||
| Accounting fees | 7 | - | 7,500 | |
| Public company costs | 842 | 2,935 | ||
| General and administrative fees | 1,040 | 92 | ||
| Stock-based compensation expense | 9 | - | - | |
| NET LOSS AND COMPREHENSIVE LOSS BEFORE THE | 9,433 | 18,027 | ||
| BELOW ITEMS: | ||||
| Gain on debt settlement | 8 | - | - | |
| NET LOSS AND COMPREHENSIVE LOSS FOR THE YEAR | 9,433 | 18,027 | ||
| NET LOSS PER SHARE -Basic and diluted | (0.00) | (0.00) | ||
| WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING -(i)and diluted | Basic | 35,539,154 | 18,621,662 |
(i) Adjusted for 100:1 share consolidation effective January 28, 2022 (Note 1)
The accompanying notes form an integral part of these interim financial statements.
GUYANA FRONTIER MINING CORP. INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT (EXPRESSED IN CANADIAN DOLLARS - UNAUDITED) FOR THE PERIODS ENDED JULY 31, 2023 AND 2022
| ShareCapital(i)# | ShareCapital$ | ContributedSurplus$ | Share-basedPayments$ | (Deficit)$ | Total$ | |
|---|---|---|---|---|---|---|
| BALANCE, APRIL 30, 2022 | ||||||
| Net lossand comprehensive loss for the period | 18,621,662 | 22,961,596 | 6,705,138 | 6,000 | (29,694,655) | (21,921) |
| - | - | - | - | (18,027) | (18,027) | |
| BALANCE, JULY 31, 2022 | 18,621,662 | 22,961,596 | 6,705,138 | 6,000 | (29,712,682) | (39,948) |
| Private placement of shares for cash | 8,000,000 | 30,000 | - | - | - | 30,000 |
| Issue of common shares for debt | 8,917,492 | 33,441 | - | - | - | 33,441 |
| Net lossand comprehensive loss for the period | - | - | - | - | (40,417) | (40,417) |
| BALANCE, APRIL 30, 2023 | 35,539,154 | 23,025,037 | 6,705,138 | 6,000 | (29,753,099) | (16,924) |
| Net lossand comprehensive loss for the period | - | - | - | - | (9,433) | (9,433) |
| BALANCE, JULY 31, 2023 | ||||||
| 35,539,154 | 23,025,037 | 6,705,138 | 6,000 | (29,762,532) | (26,357) |
(i) Adjusted for 100:1 share consolidation effective January 28, 2022 (Note 1)
The accompanying notes form an integral part of these interim financial statements
GUYANA FRONTIER MINING CORP. INTERIM STATEMENTS OF CASH FLOWS
(EXPRESSED IN CANADIAN DOLLARS - UNAUDITED)
FOR THE THREE MONTHS ENDED
| July 31, 2023$ | July 31, 2022$ | |
|---|---|---|
| CASH FLOWS (USED IN) PROVIDED BY OPERATING ACTIVITIESNet loss for the period | (9,433) | (18,027) |
| Non-cash itemsGain on debt settlement(note 8) | - | - |
| Share-based compensation (note 9) | - | - |
| Changes in non-cash components of working capital:HST and other receivables | - | 7,987 |
| Accounts payable and accrued liabilities | 552 | (4,083) |
| Due to related parties | - | 2,558 |
| Cash flows(used in) provided by operating activities | (8,881) | (11,565) |
| CASH FLOWS PROVIDED BY FINANCING ACTIVITIESIssuance of share capitalCash flows provided by financing activities | -- | -- |
| Increase in cash for the periodCASH, beginning of the yearCASH, end of the year | (8,881)11,3972,516 | (11,565)64,39052,825 |
| Supplemental disclosure of cash flow informationInterest paidIncome taxes paid | -- | -- |
The accompanying notes form an integral part of these interim financial statements
1 NATURE OF OPERATIONS AND GOING CONCERN
Guyana Frontier Mining Corp. ("Guyana Frontier" or the "Company") was incorporated under the laws of Province of British Columbia and has continued as a company under the Business Corporations Act of British Columbia.
Guyana Frontier Mining Corp.'s principal business activity was the exploration and evaluation of mineral properties in Canada.
The Company's head office is located at 1 Adelaide Street East, Unit 801, Toronto, Ontario M5C 2V9 and registered office at 833 Seymour Street, Vancouver, British Columbia V6B 0G4.
The Company was served a cease trade order ("CTO") by the British Columbia Securities Commission ("BCSC") on September 8, 2014, and by the Alberta Securities Commission ("ASC") on December 9, 2014, in connection with the failure to file financial disclosure documents in compliance with National Instrument 51-102 – Continuous Disclosure Obligations. The Company applied for a revocation of the CTO on April 15, 2021 and received two partial revocation orders on May 19, 2021. The two partial revocations permits the Company to complete a private placement of $175,000 (see Note 8). On October 7, 2021, the Company received full revocation order from ASC and BCSC.
These financial statements have been prepared using International Financial Reporting Standards ("IFRS") applicable to a going concern, and do not reflect the adjustments to the carrying values of assets and liabilities, the reported revenues and expenses and statement of financial position classifications that would be necessary were the going concern assumption deemed inappropriate. Such adjustments could be material.
The Company is now pursuing a corporate transaction.
To date the Company had been heavily financed by shareholders and related parties.
On January 28, 2022, the Company completed a share consolidation of its capital on the basis of 100 existing common shares for 1 new common share post consolidation. All common shares, per common share amounts and stock options in these financial statements have been retroactively restated to reflect the share consolidation.
At July 31, 2023, the Company has accumulated losses of $29,762,532 (April 30, 2023 - $29,753,099) since its inception and expects to incur further losses. As at July 31, 2023, the Company had cash and cash equivalents of $2,516 (April 30, 2023 - $11,397) of which $379 is held in trust with the Company's lawyers, and negative working capital of $26,357 (April 30, 2023 – negative working capital of $16,924). These conditions raise material uncertainties which may cast significant doubt as to the Company's ability to continue as a going concern. Because of continuing operating losses, the Company's continuance as a going concern is dependent upon its ability to obtain adequate financing and to successfully complete a business transaction to bring profitability to the operations of the Company. It is not possible to predict whether financing efforts will be successful or if the Company will attain profitable levels of operations.
Notes to the Interim Financial Statements Three-month periods ended July 31, 2023 and 2022 (Expressed in Canadian Dollars - Unaudited)
2 BASIS OF PREPARATION
(a) Statement of Compliance
The Company's unaudited interim financial statements have been prepared in accordance with IAS 34, "Interim Financial Reporting". These unaudited interim financial statements do not include all notes of the type normally included within the annual consolidated financial statements and should be read in conjunction with the audited financial statements of the Company for the year ended April 30, 2023, which have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board and Interpretations of the IFRS Interpretations Committee.
The policies as set out below were consistently applied to all the periods presented unless otherwise noted.
These financial statements were approved for issue by the Board of Directors on September 27, 2023.
(b) Basis of Measurement
These financial statements have been prepared using the accrual basis of accounting, except for cash flow information, and have been prepared on the historic cost basis.
(c) Functional and Presentation Currency
These financial statements are presented in Canadian dollars, which is the Company's functional currency. All financial information is expressed in Canadian dollars unless otherwise stated and have been rounded to the nearest dollar.
(d) Use of Estimates and Judgments
The preparation of these financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
It is reasonably possible that, on the basis of existing knowledge, outcomes in the next financial year that are different from the assumptions used could require a material adjustment to the carrying amount of the asset or liability affected.
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 accompanying financial statements include all adjustments that are, in the opinion of management, necessary for fair presentation.
Management has made a number of significant estimates and valuation assumptions based on present conditions and management's planned course of action as well as assumptions about future business and economic conditions which include, but are not limited to, the following:
GUYANA FRONTIER MINING CORP. Notes to the Interim Financial Statements Three-month periods ended July 31, 2023 and 2022 (Expressed in Canadian Dollars - Unaudited)
(i) Income, value added, withholding and other taxes
The Company is subject to income, value added, withholding and other taxes. Significant judgment is required in determining the Company's provisions for taxes. The Company recognizes liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. The determination of the Company's income, value added, withholding and other tax liabilities requires interpretation of complex laws and regulations. The Company's interpretation of taxation law as applied to transactions and activities may not coincide with the interpretation of the tax authorities. All tax related filings are subject to government audit and potential reassessment subsequent to the financial statement reporting period. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the tax related accruals and deferred income tax provisions in the period in which such determination is made.
(ii) Share based payments
The Company measures the cost of share based payments consisting of stock options offered to service providers and employees by reference to the fair value of the equity instruments at the date at which they are granted. Estimating fair value for share-based payment transactions requires determining the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determining the most appropriate inputs to the valuation model including the expected life of the stock option, volatility and dividend yield and making assumptions about them. Changes in the input assumptions can materially affect the fair value estimate. The Company uses the Black-Scholes Option Pricing Model to calculate the fair value.
(iii) Going concern
The assessment of the Company's ability to continue as a going concern involves judgement regarding future funding available for its operations and working capital requirements as discussed in Note 1.
3 SIGNIFICANT ACCOUNTING POLICIES
These accounting policies set out below have been applied consistently to all periods presented in these financial statements, unless otherwise noted.
(a) Cash and cash equivalents
Cash and cash equivalents include cash on hand, cash held in trust, deposits held at call with financial institutions and other short-term, highly liquid investments with original maturities of three months or less that were readily convertible to known amounts of cash and subject to an insignificant risk of change in value.
(b) Financial Instruments
Under IFRS 9 – Financial Instruments ("IFRS 9"), financial assets are classified and measured based on the business model in which they are held and the characteristics of their contractual cash flows. IFRS 9 contains the primary measurement categories for financial assets: measured at amortized costs, fair value through other comprehensive income ("FVTOCI") and fair value through profit and loss
("FVTPL").
Below is a summary showing the classification and measurement bases of our financial instruments.
| Financial Instrument | Classification |
|---|---|
| Cash and cash equivalents | Amortized cost |
| HST and other receivables | Amortized cost |
| Accounts payable and accrued liabilities | Amortized cost |
| Due to related parties | 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 has no asset classified as financial assets measured at FVTPL.
ii) 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 designed 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.
The Company's cash is classified as financial assets measured at amortized cost.
iii) Financial assets recorded at FVTOCI
Financial assets are recorded at FVTOCI when the change in fair value is attributable to changes in the Company's credit risk. The Company does not have any asset under this classification.
Financial liabilities
Financial liabilities are classified as measured at amortized cost unless they fall into one of the following categories:
a. 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 Due to related party and trade and other payables do not fall into any of the exemptions and are therefore classified as measured at amortized cost.
b. Financial liabilities recorded at 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 FVPTL 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 area 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 (loss).
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 initial application. The adoption of the expected credit loss impairment model had no impact on the Company's 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 amount subject to the write-off.
(c) Provisions
A provision is recognized if, as a result of a past event, the Company has a present legal or constructive
obligation that can be reliably estimated, and it is probable that an outflow of economic benefits will be required to settle the obligation. 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 the risks specific to the liability. The unwinding of the discount is recognized as a finance cost.
In accordance with the Company's environmental policy and applicable legal requirements, a provision for site restoration or decommissioning in respect of land restoration, and the related expense, is recognized when the land is contaminated and there is a legal obligation to restore the site. The Company presently has no decommissioning liabilities.
(d) Related party transactions
Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or common significant influence. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.
(e) Income Taxes
Income tax expense comprises current and deferred tax. Income tax expense is recognized through operations, unless it relates to an item in equity, in which case it is recognized in equity. Current income tax is the expected tax payable on the taxable income for the period, using tax rates enacted or substantively enacted at the reporting date and any adjustment to tax payable in respect of previous years.
Deferred income tax is recognized by providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred income 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 it is probable that they will not reverse in the foreseeable future. In addition, deferred income tax is not recognized for taxable temporary differences arising on the initial recognition of goodwill. Deferred income tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date.
Deferred income 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 on 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 income tax asset is recognized to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilized. Deferred income 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.
(f) Share Capital
Common shares
Common shares are classified as equity. Incremental costs directly attributable to the issue of common shares and share options are recognized as a deduction from equity.
(g) Share-based payments
Employees (including directors and senior executives) of the Company receive a portion of their remuneration in the form of share-based payment transactions, whereby they render services as consideration for equity instruments ("equity-settled transactions").
In situations where equity instruments are issued to non-employees and some or all of the goods or services received by the entity as consideration cannot be specifically measured, they are measured at fair value of the share-based payment. The fair value of the share-based payments is recognized together with a corresponding increase in equity over a period that services are provided, or goods are received.
The costs of equity settled transactions with employees are measured by reference to the fair value at the date on which they are granted. The costs of equity settled transactions are recognized, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award ("the vesting date"). The cumulative cost recognized for equity-settled transactions at each reporting date until the vesting date reflects the Company's best estimate of the number of equity instruments that will ultimately vest. The profit or loss charge or credit for a period represents the movement in cumulative expense recognized as at the beginning and end of that period and the corresponding amount is represented in contributed surplus. Upon exercise of the stock options, the consideration paid, together with the amount previously recognized in contributed surplus, is recorded as an increase in share capital. No expense is recognized for awards that do not ultimately vest. The dilutive effect of outstanding options is reflected as additional dilution in the computation of earnings per share.
The Company uses the Black-Scholes Option Pricing Model to calculate the fair value of stock options and of common share purchase warrants issued. The model requires the input of subjective assumptions including the expected price volatility. Changes in the subjective input assumptions can materially affect the fair value estimate, and therefore the existing models do not necessarily provide a reliable single measure of the fair value of the Company's stock options and common share purchase warrants.
(h) Loss per Share
Basic loss per share is calculated using the weighted average number of shares outstanding. In order to determine diluted loss per share, any proceeds from the exercise of dilutive warrants would be used to repurchase common shares at the average market price during the period, with the incremental number of shares being included in the denominator of the diluted loss per share calculation. The diluted loss per share calculation excludes any potential conversion of options or warrants that would increase earnings per share or decrease loss per share.
(i) Accounting Standards Issued but not yet Applied
Certain pronouncements were issued by the IASB or the IFRIC that are mandatory for annual periods beginning on or after January 1, 2022, or later periods.
IAS 1 – Presentation of Financial Statements ("IAS 1") was amended in January 2020 to provide a more general approach to the classification of liabilities under IAS 1 based on the contractual arrangements in place at the reporting date. The amendments clarify that the classification of liabilities as current or noncurrent is based solely on a company's right to defer settlement at the reporting date. The right needs to be unconditional and must have substance. The amendments also clarify that the transfer of a company's own equity instruments is regarded as settlement of a liability, unless it results from the exercise of a conversion option meeting the definition of an equity instrument. The amendments are effective for annual periods beginning on January 1, 2023.
IAS 37 – Provisions, Contingent Liabilities, and Contingent Assets ("IAS 37") was amended. The amendments clarify that when assessing if a contract is onerous, the cost of fulfilling the contract includes all costs that relate directly to the contract – i.e., a full-cost approach. Such costs include both the incremental costs of the contract (i.e., costs a company would avoid if it did not have the contract) and an allocation of other direct costs incurred on activities required to fulfill the contract – e.g., contract management and supervision, or depreciation of equipment used in fulfilling the contract. The amendments had no material effect on the Company's financial statements.
IFRS 3 – Business Combinations ("IFRS 3") was amended. The amendments introduce new exceptions to the recognition and measurement principles in IFRS 3 to ensure that the update in references to the revised conceptual framework does not change which assets and liabilities qualify for recognition in a business combination. An acquirer should apply the definition of a liability in IAS 37 – rather than the definition in the Conceptual Framework – to determine whether a present obligation exists at the acquisition date as a result of past events. For a levy in the scope of IFRIC 21, the acquirer should apply the criteria in IFRIC 21 to determine whether the obligating event that gives rise to a liability to pay the levy has occurred by the acquisition date. In addition, the amendments clarify that the acquirer should not recognize a contingent asset at the acquisition date. The amendments had no material effect on the Company's financial statements.
4 FINANCIAL RISK MANAGEMENT AND CAPITAL MANAGEMENT DISCLOSURES
Overview
The Company has exposure to the following risks from its use of financial instruments:
- a. Credit risk;
- b. Liquidity risk; and
- c. Market risk;
This note presents information about the Company's exposure to each of the above risks, the Company's objectives, policies and processes for measuring and managing risk, and the Company's management of capital. Further quantitative disclosures are included throughout these financial statements.
Risk Management Framework
The Board of Directors has overall responsibility for the establishment and oversight of the Company's risk management framework. The Board fulfils its responsibility through the Audit Committee, which is responsible for overseeing the Company's risk management policies.
The Company's risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management practices are reviewed regularly to reflect changes in market conditions and the Company's activities.
The Company's risk and control framework is facilitated by the small-sized and hands-on executive team.
Credit Risk
Credit risk is the risk of an unexpected financial loss to the Company if a customer or third party to a financial instrument fails to meet its contractual obligations. The Company's credit risk arises principally from the Company's cash. Management believes that the credit risk concentration with respect to this financial instrument is remote.
Cash
The Company's cash is held in trust which is indirectly held through large Canadian financial institutions. The Company has a corporate policy of investing its available cash in Canadian government instrumentsand certificates of deposit or other direct obligations of major Canadian banks, unless otherwise specifically approved by the Board. The Company does not own assetbacked commercial paper.
Liquidity Risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset.
The Company's approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when due without incurring unacceptable losses or risking undue damage to the Company's reputation.
The Company's objective is to maintain sufficient capital in order to meet short-term business requirements, after taking into account cash flows from operations and the Company's holdings of cash. This is accomplished by budgets and forecasts which are updated on a periodic basis to understand future cash needs and sources. Spending plans are adjusted accordingly, when possible, to provide for liquidity.
The Company manages its liquidity risk through the mechanisms described above and as part of Capital Management Disclosures below. The Company has historically relied on issuances of shares to develop projects and to finance day-to-day operations and may do so again in the future.
As at July 31, 2023, the Company had cash and cash equivalents in the amount of $2,516, of which $378 resides in trust with the Company's lawyers (April 30,2023 - $11,397) to settle current liabilities of $28,873 (April 30, 2023, - $28,321).
Market Risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates, commodity prices and equity prices will affect the Company's income, or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.
Other Market Price Risk
Commodity price risk is the potential adverse impact on earnings and economic value due to commodity price movements and volatilities. The Company does not have any hedging or other commodity-based risks respecting its operations.
Capital Management Disclosures
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 evaluation of any potential projects. 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 Company considers its capital to be equity, which is comprised of share capital and deficit, which as at July 31, 2023, has a working capital deficiency of $26,357 (April 30, 2023, – working capital deficiency of $16,924).
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 July 31, 2023 or the year ended April 30, 2023. The Company is not subject to externally imposed capital requirements.
5 DETERMINATION OF FAIR VALUES
Several of the Company's accounting policies and disclosures require the determination of fair value for both financial and non-financial assets and liabilities. Fair values have been determined for measurement and/or disclosure purposes based on the methods described below. When applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.
Fair value hierarchy
The different levels of valuation are defined as follows:
- Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities;
- Level 2: Inputs other than quoted prices included within 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: Inputs for the asset or liability are not based on observable market data (unobservable inputs).
Fair value estimates are made at the balance sheet date, based on relevant market information and other information about financial instruments.
As at both July 31, 2023 and April 30, 2023, the Company had no financial instruments to classify in the fair value hierarchy.
Cash, trade and other payables and due to related party have fair values which approximate their carrying values due to the relatively short period to maturity of the instruments.
6 ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
| July 31, 2023 | April 30, 2023 | |
|---|---|---|
| Regulatory expenses | $- | $- |
| Professional fees | - | - |
| - | - | |
| Accrued liabilities | 15,149 | 14,597 |
| Accounts payable and accrued liabilities | $ 15,149 | $ 14,597 |
Accounts payable of the Company principally comprise of amounts outstanding for trade purchases relating to regular business activities and amounts payable for financing activities. The usual credit period taken for purchases is between 30-90 days.
7 RELATED PARTY DISCLOSURES
Related parties include directors, officers, close family members, certain consultants and enterprises that are controlled by these individuals as well as certain persons performing similar functions.
In accordance with IAS 24, key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company directly or indirectly, including any directors (executive and non-executive) of the Company. The Company defines key management personnel as its CEO, CFO and Directors. The Company paid $Nil in management fees to a company owned by the outgoing CFO for the period ended July 31, 2023 (April 30, 2023 - $22,500).
In the period ended July 31, 2023, a balance of $13,724 (April 30, 2023 – $13,274) was outstanding to the outgoing CFO.
8 SHARE CAPITAL
Authorized
Unlimited number of common shares without par value
GUYANA FRONTIER MINING CORP.
Notes to the Interim Financial Statements Three-month periods ended July 31, 2023 and 2022 (Expressed in Canadian Dollars - Unaudited)
| Number of | |||
|---|---|---|---|
| Note | Shares | Amount | |
| Balance at April 30, 2021 | 1,121,662 | $ 22,794,096 | |
| Private placement | a | 17,500,000 | 167,500 |
| Balance at April 30, 2022 | 18,621,662 | 22,961,596 | |
| Private placement | b | 8,000,000 | 30,000 |
| Shares for debt | c | 8,917,492 | 33,441 |
| Balance at July 31, 2023 and April 30, 2023 | 35,539,154 | 23,025,037 |
a. On July 9, 2021, the Company completed a non-brokered private placement of up to 17,500,000 common shares of the Company at a price of $0.01 per common share, to raise aggregate gross proceeds of up to $175,000 (the "Offering"). All shares issued pursuant to the private placement are subject to a statutory hold period of four months plus one day from the date of issuance, in accordance with applicable securities legislation. The Offering was completed pursuant to two partial revocation orders issued by the British Columbia Securities Commission and the Alberta Securities Commission on May 19, 2021. The Company incurred $7,500 in share issuance costs in connection with the Offering resulting in net proceeds of $167,500.
On January 28, 2022, the Company completed the previously announced and approved by the shareholders of the Company, a share consolidation in which the Company exchanged 100 common shares of the Company for 1 new common share of the Company.
- b. On March 2, 2023, the Company completed a non-brokered private placement for aggregate gross proceeds of $30,000 (the "Private Placement"), through the issuance of 8,000,000 common shares in the share capital of the Company (each, a "Common Share" and collectively, the "Common Shares"), at a price of $0.00375 per Common Share.
- c. Also on March 2, 2023, the Company completed debt settlement agreements with certain creditors in order to settle $33,441 in outstanding liabilities (the "Outstanding Liabilities"). The Company has issued 8,917,492 Common Shares at a deemed price of $0.00375 per Common Share in settlement of the Outstanding Liabilities (the "Debt Settlement", and collectively with the Private Placement, the "Transactions"). In connection with this Debt Settlement, the Company recognized a gain of $33,337.
9 STOCK OPTIONS
The Company maintains a stock option plan (the "Plan") whereby the Board of Directors may from time to time grant to employees, officers, directors and consultants of the Company or any subsidiary thereof options to acquire common shares in such numbers, for such terms and at such exercise prices as may be determined by the Board, provided that the exercise price may not be lower than the market price of the common shares at the time of the grant of the options. Under the plan the maximum aggregate number of common shares reserved by the Company for issuance, and which may be purchased upon the exercise of all options shall not exceed a maximum of 10% of the common shares issued and outstanding at the time of the grant. Options vest immediately on the
GUYANA FRONTIER MINING CORP. Notes to the Interim Financial Statements Three-month periods ended July 31, 2023 and 2022 (Expressed in Canadian Dollars - Unaudited)
effective date of granting; they must be exercised over a period no longer than five years after the date of grant and they are not transferable.
| July 31, 2023 | April 30, 2023 | |||
|---|---|---|---|---|
| Number ofOptions | ExercisePrice | Number ofOptions | ExercisePrice | |
| Balance, beginning of year | 600,000 | $ 0.01 | 600,000 | $ 0.01 |
| Issued | - | - | - | - |
| Forfeited, cancelled | - | - | - | - |
| Balance, end of year | 600,000 | $ 0.01 | 600,000 | $ 0.01 |
| 2022 | |
|---|---|
| Average exercise price ($) | $0.01 |
| Fair value of the award | $6,000 |
| Risk free interest rate | 2.40% |
| Expected dividend yield | 0.00% |
| Expected volatility | 103% |
| Expected life of the options | 3 years |
The following table reflects the actual stock options outstanding as of July 31, 2023 and April 30, 2023:
| Option | Outstanding | Remaining | Options |
|---|---|---|---|
| Price | Options | Life (yrs.) | Exercisable |
| $0.01 | 600,000 | 1.83 | 600,000 |
10 CONTRIBUTED SURPLUS
There has been no change in contributed surplus from July 31, 2023, and April 30, 2023, of $6,705,138.
11 INCOME TAXES
This note has not been updated for the 2024 fiscal year.
12 COMMITMENTS
The Company is not aware of any commitments as at July 31, 2023.