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Pacifica Silver Interim / Quarterly Report 2025

Aug 23, 2024

48535_rns_2024-08-23_491ba014-c2bb-4c87-bdea-3eb4ca836665.pdf

Interim / Quarterly Report

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ROBERTO RESOURCES INC.

Condensed Interim Financial Statements Three Months Ended June 30, 2024 and 2023 (Expressed in Canadian Dollars, Unaudited)

Notice of no Auditor Review of Condensed 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 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 condensed interim financial statements in accordance with standards established by the Chartered Professional Accountants of Canada for a review of interim financial statements by an entity’s auditor.

Roberto Resources Inc.

(An Exploration Stage Company)

Condensed Interim Statements of Comprehensive Loss Three Months Ended June 30, 2024 and 2023 (Expressed in Canadian Dollars, Unaudited)

Roberto Resources Inc.
(An Exploration Stage Company)
Condensed Interim Statements of Comprehensive Loss
Three Months Ended June 30, 2024 and 2023
(Expressed in Canadian Dollars,Unaudited)
Three months ended
June 30, June 30,
Note 2024 2023
$ $
Operating expenses
Bank charges 450 5
Consulting 6 3,200 -
Currency exchange (502) -
Exploration and evaluation 5 77,766 -
Office expenses 6 3,352 -
Professional fees 25,666 -
Net loss and comprehensive loss for theperiod (109,932) (5)
Basic and diluted net lossper share 7 (0.01) (5.00)
Weighted average number of shares outstanding 13,060,001 1

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

Roberto Resources Inc.

(An Exploration Stage Company) Condensed Interim Statements of Financial Position (Expressed in Canadian Dollars, Unaudited)

(Expressed in Canadian Dollars,Unaudited)
June 30, March 31,
Note 2024 2024
Assets
Current
Cash 139,299 198,219
Other receivables 1,678 1,697
Prepaid expenses 28,352 46,516
169,329 246,432
Non-current assets
Mineral property 5 21,000 21,000
190,329 267,432
Liabilities
Current
Accounts payable & accrued liabilities 35,825 2,864
35,825 2,864
Shareholder's Equity
Share capital 7 338,233 338,365
Deficit (183,729) (73,797)
154,504 264,568
190,329 267,432

Going Concern (Note 1)

APPROVED BY THE BOARD OF DIRECTORS

Todd Anthony (“signed”) Director

Alan Tam (“signed”) Director

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

Roberto Resources Inc.

(An Exploration Stage Company) Condensed Interim Statements of Changes in Equity Three Months Ended June 30, 2024 and 2023 (Expressed in Canadian Dollars, Unaudited)

Share Share
Capital Capital Deficit Total
Number $ $ $
Balance, March 31, 2023 1 1 - 1
Net loss - - (5) (5)
Balance, June 30, 2023 1 1 (5) (4)
Balance, March 31, 2024 13,060,001 338,365 (73,797) 264,568
Share issue costs - (132) - (132)
Net loss - - (109,932) (109,932)
Balance, June 30, 2024 13,060,001 338,233 (183,729) 154,504

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

Roberto Resources Inc.

(An Exploration Stage Company) Condensed Interim Statements of Cash Flows Three Months Ended June 30, 2024 and 2023 (Expressed in Canadian Dollars, Unaudited)

Roberto Resources Inc.
(An Exploration Stage Company)
Condensed Interim Statements of Cash Flows
Three Months Ended June 30, 2024 and 2023
(Expressed in Canadian Dollars,Unaudited)
June 30, June 30,
2024 2023
$ $
Operating Activities
Net Loss (109,932) (5)
Changes in non-cash working capital
Taxes and other receivables 19
-
Prepaids 18,164
-
Accounts payable and accrued liabilities 32,961
-
51,144
-
Cash used in Operating Activities **(58,788) ** (5)
Financing Activity
Share issue costs (132)
-
Cash used in Financing Activity (132)
-
Decrease in Cash (58,920) (5)
Cash, Beginning of Period 198,219
-
Cash, End of Period 139,299
(5)

Supplemental cash flow information (Note 8)

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

Roberto Resources Inc. (An Exploration Stage Company) Notes to the Condensed Interim Financial Statements Three Months Ended June 30, 2024 and 2023 (Expressed in Canadian Dollars, Unaudited)

1. Nature of Operations and Going Concern

Roberto Resources Inc. (the "Company") was incorporated in British Columbia on March 19, 2019, as 1201735 B.C. Ltd. and, on May 10, 2023, changed its name to Roberto Resources Inc. The Company’s principal business activities include the acquisition, exploration, and development of natural resource properties for enhancement of value and disposition pursuant to sales agreements or development by way of third-party option and/or joint venture agreements. The Company’s registered office is 704 – 595 Howe Street, Box 35, Vancouver, British Columbia, Canada, V6E 2L3.

The business of exploring for minerals involves a high degree of risk and there can be no assurance that any of the Company’s current or future exploration programs will result in profitable mining operations. The recoverability of amounts shown for mineral properties is dependent upon the discovery of economically recoverable reserves, the ability of the Company to obtain financing to complete their exploration and development, and establish future profitable operations, or realize proceeds from their sale. The carrying value of the Company’s mineral properties does not reflect present or future value.

These condensed interim financial statements were prepared on a going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. As of June 30, 2024, the Company had a working capital surplus of $133,504 (March 31, 2024 - $243,568). The Company incurred a net loss of $109,932 for the three months ended June 30, 2024 (2023 - $5) and had an accumulated deficit of $183,729 as at June 30, 2024 (March 31, 2024 - $73,797).

The continued operations of the Company are dependent on its ability to develop a sufficient financing plan or generate profitable operations in the future. Future capital requirements will depend on many factors including the Company’s ability to execute its business plan. To finance future activities, the Company may be required to issue further share capital through private placements and the exercise of warrants. There can be no assurance that such financing will be available to the Company and, therefore, a material uncertainty exists which may cast significant doubt about the Company’s ability to continue as a going concern.

The economic uncertainties around persistent inflation pressure and geopolitical events have the potential to slow growth in the global economy. Future developments in these challenging areas could impact on the Company’s results and financial condition and the full extent of that impact remains unknown. However, as of June 30, 2024, the Company has not been significantly impacted by these matters.

These condensed interim financial statements do not include the adjustments to assets and liabilities that would be necessary should the Company be unable to continue as a going concern. Such adjustments could be material.

2. Basis of Preparation

These condensed interim financial statements have been prepared in accordance with International Financial Accounting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") applicable to the preparation of interim financial statements, including IAS 34 - Interim Financial Reporting , using historical cost, except for cash flow information and financial instruments measured at fair value. These condensed interim financial statements should be read in conjunction with the annual financial statements for the year ended March 31, 2024 which have been prepared in accordance with IFRS as issued by the IASB. The Company’s functional and presentation currency is the Canadian dollar.

These condensed interim financial statements were approved and authorized for issue by the Board of Directors on August 23, 2024.

Roberto Resources Inc. (An Exploration Stage Company) Notes to the Condensed Interim Financial Statements Three Months Ended June 30, 2024 and 2023 (Expressed in Canadian Dollars, Unaudited)

3. Material Accounting Policy Information and Accounting Judgments

The same material accounting policies are used in the preparation of these condensed interim financial statements as for the most recent audited annual financial statements and reflect all the adjustments necessary for fair presentation in accordance with IFRS of the results for the interim periods presented.

The preparation of financial statements requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, and revenue and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources.

Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and further periods if the review affects both current and future periods.

Areas of significant judgement and estimates for the three months ended June 30, 2024 in the application of IFRS that have a significant effect on the Company’s financial statements and estimates with a significant risk of material adjustment in the current and following fiscal years are discussed in Note 3 of the Company’s audited financial statements for the year ended March 31, 2024.

4. Financial Instruments Fair Value Measurements

The Company’s financial instruments include cash, which is classified as financial assets measured at amortized cost, and accounts payable and accrued liabilities, which are classified as financial liabilities measured at amortized cost. The fair values of the Company’s financial instruments approximate their carrying values due to the immediate or short-term maturity of these financial instruments.

5. Mineral Properties

Mineral property acquisition costs as of June 30, 2024 were:

Janampalla Total
$ $
Balance,March 31, 2024
21,000
21,000
Balance, June 30, 2024
21,000
21,000

Janampalla, Lima, Peru

On November 29, 2023, the Company entered into an option agreement to earn a 100% interest in three concessions which cover an area of 2,800 hectares: together the Janampalla property. The concessions are located in Huancavalica Province in Central Peru, approximately 250 kilometers southeast of Lima and 75 kilometers to the southeast of Huancayo.

The Company will be deemed to have exercised the option upon:

  • making a cash payment of $20,000 (paid on February 6, 2024) and issuing 200,000 common shares (issued on November 29, 2023); and

  • making a cash payment of $20,000 and issuing 200,000 common shares on the day the Company’s common shares commence trading on an Exchange and such Exchange approves the option agreement (“Listing Date”); and

Roberto Resources Inc. (An Exploration Stage Company) Notes to the Condensed Interim Financial Statements Three Months Ended June 30, 2024 and 2023 (Expressed in Canadian Dollars, Unaudited)

5. Mineral Properties, continued

  • making a cash payment of $25,000 on the first anniversary of the Listing Date and incurring $100,000 in exploration expenditures on or before the first anniversary of the Listing Date; and

  • making a cash payment of $35,000 on the second anniversary of the Listing Date and incurring $200,000 in additional exploration expenditures on or before the second anniversary of the Listing Date; and

  • making a cash payment of $100,000 on the third anniversary of the Listing Date and incurring $300,000 in additional exploration expenditures on or before the third anniversary of the Listing Date.

The concessions are subject to a 1% net smelter royalty (“NSR”) upon commencement of commercial production, which the Company has the option to purchase for $1,000,000 at any time.

Exploration and Evaluation Expenditures

Exploration and evaluation expenditures for the three months ended June 30, 2024, and 2023 were:

Janampalla
Total
Total
$
$ $
$ 2024
2023
2024
2023
34,578
-
34,578
-

11,417
-
11,417
-
27,200
-
27,200
-
4,571
-
4,571
-
77,766
-
77,766
-
Assaying
Concession fees
Consulting
Travel

6. Related Party Balances and Transactions

Related party transactions are in the normal course of operations and have been measured at the exchange amount of consideration agreed between the related parties. Except as disclosed elsewhere, the Company entered into the following related party transactions:

  • (a) Fees in the amount of $1,600 (2023 – $nil) were charged by a company controlled by a director of the Company, for consulting services.

  • (b) Fees in the amount of $1,600 (2023 – $nil) were charged by a company controlled by the director and chief financial officer of the Company, for consulting services.

  • (c) Rent in the amount of $3,200 (2023 – $nil) was charged by a company controlled by a director of the Company.

As at June 30, 2024 and March 31, 2024 there are no amounts due to related parties.

Key management personnel are the persons responsible for planning, directing and controlling the activities of an entity, and include the chief executive officer, chief financial officer and directors. The Company has no long-term employee or post-employment benefits. A summary of compensation awarded to key management, including amounts in (a) and (b) above, was as follows:

2024 2023
$ $
Short-term benefits 6,400 -
6,400 -

Roberto Resources Inc. (An Exploration Stage Company) Notes to the Condensed Interim Financial Statements Three Months Ended June 30, 2024 and 2023 (Expressed in Canadian Dollars, Unaudited)

7. Share Capital

(a) Authorized

Unlimited number of common shares without par value and an unlimited number of preferred shares without par value.

(b) Issuances

No shares were issued during the three months ended June 30, 2024 and 2023.

(c) Share Purchase Warrants

Share purchase warrants outstanding as of March 31, 2024, were:

Weighted Weighted
average average
Number of
warrants
exercise price
($)
remaining life
(years)
Balance - March 31, 2024 11,460,000 0.10 4.86
Balance - June **30, ** 2024 11,460,000 0.10 4.61
Number of
Exercise price warrants
Expiry date $ outstanding
January 31, 2029 0.10 8,000,000
February 28, 2029 0.10 3,260,000
March 5, 2029 0.10 200,000
11,460,000

(d) Stock Options

The Company has a rolling stock option plan (the "Plan") allowing for the reservation of common shares issuable under the Plan to a maximum of 10% of the number of issued and outstanding common shares of the Company at any given time.

The term of stock options granted under the Plan may not exceed ten years and the exercise price may not be less than the closing price of the Company’s shares on the last business day immediately preceding the date of grant, less any permitted discount. On an annual basis, the Plan requires approval by the Company’s shareholders and submission for regulatory review and acceptance.

No stock options have been granted under the Plan.

(e) Diluted Loss per Share

Excluded from the calculation of diluted loss per share were 11,460,000 share purchase warrants (2023 – nil), that could potentially dilute basic earnings per share in the future but were not included as being antidilutive for each of the three-month periods ending June 30, 2024 and June 30, 2023.

(An Exploration Stage Company) Notes to the Condensed Interim Financial Statements Three Months Ended June 30, 2024 and 2023 (Expressed in Canadian Dollars, Unaudited)

Roberto Resources Inc.

8. Supplemental Cash Flow Information

June 30, June 30,
2024 2023
$ $
Cash:
Interest received - -
Interestpaid - -

9. Segmented Information

The Company has one operating segment, the acquisition and exploration of mineral properties. As of June 30, 2024, the Company’s non-current assets were located in Peru.

10. Events after the Reporting Period

Subsequent to June 30, 2024, the Company filed a preliminary prospectus to effect an Initial Public Offering (“IPO”) of the Company’s shares on the Canadian Securities Exchange. The IPO is expected to be for a minimum of 5,000,000 common shares and a maximum of 6,000,000 common shares at a price of $0.10 per common share for minimum gross proceeds of $500,000 and maximum gross proceeds of $600,000, with an over-allotment option to offer up to an additional 900,000 common shares for additional proceeds of up to $90,000. The common shares from the IPO will be issued pursuant to an agency agreement between the Company and Research Capital Corporation.