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Playfair Mining Ltd. Interim / Quarterly Report 2022

Oct 30, 2021

42497_rns_2021-10-29_c465f8fd-88db-46d2-b1d8-4a28665d9dcc.pdf

Interim / Quarterly Report

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CONDENSED INTERIM FINANCIAL STATEMENTS (Unaudited) (Expressed in Canadian Dollars)

FOR THE SIX MONTH PERIOD ENDED AUGUST 31, 2021

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 condensed interim financial statements, they must be accompanied by a notice indicating that an auditor has not reviewed the financial statements.

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 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.

CONDENSED INTERIM STATEMENTS OF FINANCIAL POSITION (Unaudited - Expressed in Canadian Dollars) AS AT

August 31, 2021 February 28, 2021 ASSETS Current Cash $ 1,103,371 $ 32,330 Receivables 54,808 21,335 Prepaid expenses (Note 6) - 25,000 1,158,179 78,665 Advances receivable (Note 3) 23,379 81,889 Equipment (Note 4) 149 167 Exploration and evaluation assets (Note 5) 1,719,435 1,118,108 $ 2,901,142 $ 1,278,829 LIABILITIES AND SHAREHOLDERS' EQUITY Current Accounts payable and accrued liabilities (Note 6) $ 157,630 $ 348,990 Shareholders' equity Share capital (Note 7) 34,307,390 32,423,436 Subscriptions receivable (Note 7) (138,895) (308,900) Obligation to issue shares (Note 7) - 18,000 Reserves (Note 7) 1,129,774 274,403 Deficit (32,554,757) (31,477,100) 2,743,512 929,839 $ 2,901,142 $ 1,278,829 Nature and continuance of operations (Note 1)

Approved and authorized by the Board on October 29, 2021.

Donald G. Moore Director D. Neil Briggs Director

.

CONDENSED INTERIM STATEMENTS OF LOSS AND COMPREHENSIVE LOSS (Unaudited - Expressed in Canadian Dollars) FOR THE

Six MonthPeriodEndedAugust 31,2021 Six MonthPeriodEndedAugust 31,2020 Three MonthPeriod EndedAugust 31,2021 Three MonthPeriod EndedAugust 31,2020
GENERAL AND ADMINISTRATIVE EXPENSES
Amortization (Note 4) $18 $21 $8 $11
Filing fees 7,163 10,680 2,103 10,680
Investor relations - 10,500 - 10,500
Management fees 20,000 30,000 5,000 15,000
Office and miscellaneous 34,852 15,658 8,091 15,498
Professional fees 41,268 15,000 17,768 11,500
Property costs - 5,312 - 5,312
Rent 14,211 17,728 1,628 11,370
Shareholder communications 94,962 26,199 17,942 10,195
Share-based payments (Note 7) 1,030,011 6,615 1,030,011 6,615
Telephone 5,668 3,782 1,896 3,782
Transfer agent and regulatory fees 4,146 3,415 3,434 1,809
Travel and trade show - 2,996 - -
Loss and comprehensive loss for the period $(1,252,297) $(147,906) $(1,087,881) $(102,272)
Basic and diluted loss per common share $(0.01) $(0.01) $(0.01) $(0.01)
Weightedaveragenumberofcommonsharesoutstanding 97,817,351 81,834,062 103,046,649 86,533,791

CONDENSED INTERIM STATEMENTS OF CASH FLOWS (Unaudited - Expressed in Canadian Dollars) FOR THE SIX MONTH PERIOD ENDED AUGUST 31

2021 2020
CASH FLOWS FROM OPERATING ACTIVITIES
Loss for the period $(1,252,297) $(147,906)
Items not affecting cash:
Amortization 18 21
Shared-based payments (Note 7) 1,030,011 6,615
Changes in non-cash working capital items:
Receivables (33,473) (12,365)
Prepaid expense 25,000 48,805
Accounts payables and accrued liabilities 9,145 (50,239)
Net cash used inoperating activities (221,596) (155,069)
CASH FLOWS FROM INVESTING ACTIVITIES
Advance to related party 40,750 47,500
Exploration and evaluation expenditures (541,096) (145,955)
Net cashused in investing activities (500,346) (98,455)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common shares 1,451,000 637,500
Subscription advance/(receivable) 355,005 -
Share issuance costs (13,022) (4,450)
Net cash providedby financing activities 1,792,983 633,050
Change in cash for theperiod 1,071,041 379,526
Cash, beginning of period 32,330 10,123
Cash, end of period $1,103,371 $389,649

Supplemental disclosure with respect to cash flows (Note 8)

PLAYFAIR MINING LTD. STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIENCY)

(Expressed in Canadian Dollars)

Share Capital
Number Amount Reserves Subscriptionsreceivable Obligation toissue shares Deficit Total
Balance at February 29, 2020 76,550,095 $31,156,096 $395,778 $(180,000) $- $(30,926,872) $445,002
Issued for:
Private placement 12,000,000 600,000 - (55,000) - - 545,000
Exercise of stock options 1,225,000 167,645 (75,145) - - - 92,500
Share issue costs - (4,450) - - - - (4,450)
Share-based payments - - 6,615 - - - 6,615
Expiry of options - - (10,277) - - 10,277 -
Loss for the year - - - - - (147,906) (147,906)
Balance at August31, 2020 89,775,095 $31,919,291 $316,971 $(235,000) $- $(31,064,501) $936,761
Issued for:
Private placement - - - 19,400 - - 19,400
Shares issued for property acquisition 3,314,911 397,790 - - - - 397,790
Exercise of stock options 1,000,000 106,355 (56,355) (93,300) - - (43,300)
Obligation to issue shares - - - - 18,000 - 18,000
Share-based payments - - 13,787 - - - 13,787
Loss for the year - - - - - (412,599) (412,599)
Balance at February 28, 2021 94,090,006 $32,423,436 $274,403 $(308,900) $18,000 $(31,477,100) $929,839
Issued for:
Private placement 10,906,670 1,636,000 - 170,005 - - 1,806,005
Shares issued for property acquisition 1,214,884 242,977 - - - - 242,977
Share issue costs - (13,023) - - - - (13,023)
Obligation to issue shares 150,000 18,000 - - (18,000) - -
Options granted - - 1,030,011 - - - 1,030,011
Expiry of options - - (174,640) - - 174,640 -
Loss for the year - - - - - (1,252,297) (1,252,297)
Balance at August 31, 2021 106,361,560 $34,307,390 $1,129,774 $(138,895) $- $(32,554,757) $2,743,512

1. NATURE AND CONTINUANCE OF OPERATIONS

Playfair Mining Ltd. (the "Company") is an exploration stage company incorporated under the laws of the Province of British Columbia on August 26, 1988. The Company has not yet determined whether its exploration and evaluation assets contain economic ore reserves.

The Company's registered and records office is 2900-595 Burrard Street, Vancouver, British Columbia, Canada.

These financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") with the assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. A number of alternatives including, but not limited to completing a financing, are being evaluated with the objective of funding ongoing activities and obtaining additional working capital. The continuing operations of the Company are dependent upon its ability to continue to raise adequate financing and to commence profitable operations in the future and repay its liabilities arising from normal business operations as they become due. These material uncertainties may cast significant doubt about the Company's ability to continue as a going concern.

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 financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.

2. BASIS OF PREPARATION

Statement of compliance

These condensed consolidated interim financial statements, including comparatives, have been prepared in accordance with International Accounting Standards ("IAS") 34 'Interim Financial Reporting' ("IAS 34") using accounting policies consistent with the International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Board ("IASB") and Interpretations of the International Financial Reporting Interpretations Committee ("IFRIC").

Basis of presentation

These condensed interim financial statements have been prepared on the basis of accounting policies and methods of computation consistent with those applied in the Company's February 28, 2021 annual financial statements.

3. ADVANCES RECEIVABLE

The Company advances funds to a management company owned by a former officer. The management company incurs administration expenditures and settles certain exploration expenditures on behalf of the Company. At August 31, 2021 the Company had advanced $23,379 (February 28, 2021 - $81,889). The advances were unsecured and non-interest bearing.

4. EQUIPMENT

Officeequipment Computerequipment Total
CostBalance, February 29, 2020, February 28, 2021 and August31, 2021 $ 26,089 $ 33,173 $ 59,262
Accumulated amortizationBalance, February 29, 2020Amortization for the year $ 25,89538 $ 33,1575 $ 59,05243
Balance, February 28, 2021Amortization for the period 25,93316 33,1622 59,09518
Balance, August31, 2021 $ 25,949 $ 33,164 $ 59,113
Carrying amountsAs at August31, 2021As at February 28, 2021 $$ 140156 $$ 911 $$ 149167

5. EXPLORATION AND EVALUATION ASSETS

August 31, 2021 RKV Project
Acquisition costs:
Balance, beginning of periodAcquisition of exploration and evaluation assetsBalance, end of period $637,790242,977880,767
Exploration costs:Balance, beginning of period 480,318
DrillingExploration advanceEquipmentFees & licensesGeological consultingReportsTravel 67,030115,00066,82582,2362,25418,2506,755
Balance, end of periodBalance, August 31, 2021 838,668$1,719,435

5. EXPLORATION AND EVALUATION ASSETS (cont'd...)

February 28, 2021 RKV Project
Acquisition costs:
Balance, beginning of yearAcquisition of exploration and evaluation assetsBalance, end of year $240,000397,790637,790
Exploration costs:Balance, beginning of year 271,825
AssayField expensesMetalurgy & geophysicsTravel 20,600106,98372,0558,855
Balance, end of year 480,318
Balance, February 28, 2021 $1,118,108

Title to mineral properties

Title to mineral properties involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyancing history characteristic of many mineral properties. The Company has investigated title to all of its mineral properties and, to the best of its knowledge, title to all of its properties are in good standing.

RKV Project property, Norway

On February 28, 2019, the Company had entered into an option and exploration agreement to acquire a 100% interest in the Rostvangen and Vakkerlien properties in South Central Norway ("RKV Project") from Eurasian Minerals Sweden AB ("EMX"). To acquire the properties, the Company issued 3,000,000 shares (valued at $135,000) and reimbursed EMX's government fees and licensing costs of $49,994 with a condition to the exercise of the option that the Company must incur $250,000 in exploration expenditures within one year (incurred).

Furthermore, the Company had exercised their option and issued an additional 3,000,000 shares (valued at $105,000). EMX transferred 100% of the property to the Company (March 19, 2020) and EMX will receive a 3% net smelter royalty ("NSR") on the property. Within 5 years, the Company will have the option to buy back up to 1% of the NSR for $3,000,000, leaving EMX with a 2% NSR. EMX will receive annual advance royalty ("AAR") payments of $30,000 commencing on the second anniversary of the option exercise, with the AAR payments increasing by $5,000 per year until reaching $80,000 per year.

Following exercise of the option the Company undertakes to complete a minimum of 1,000 meters of drilling in the following year and a cumulative 2,000 meters within 2 years following the option exercise. During the fiscal 2021 the agreement was amended and the Company will be required to complete a minimum of 1,000 meters of drilling within 6 months following receipt of necessary permits, licenses or consents. In addition, the Company undertakes to use commercially reasonable efforts to raise an additional $2,750,000 for advancement of the RKV Project on or before the 5th anniversary of the agreement.

No later than 2 years after the signing the Company will issue sufficient shares to EMX to bring EMX's ownership of the Company to 9.9% of issued and outstanding share capital. The Company will maintain EMX's interest in the

5. EXPLORATION AND EVALUATION ASSETS (cont'd...)

RKV Project property, Norway (cont'd...)

Company, at no additional cost to EMX until the Company has raised a cumulative $3,000,000 in equity to fund exploration and development on the properties or until 5 years after Exchange approval, whichever occurs first. Thereafter, EMX will have the right to participate pro-rata in future financings at its own cost to maintain its interest in the Company. During the fiscal 2021 the Company issued 3,314,911 shares (valued at $397,790) to bring EMX's ownership of the Company to 9.9%. During the six month period ended August 31, 2021 the Company issued 1,214,884 shares (valued at $242,977) to bring EMX's ownership of the Company to 9.9%.

Property Exploration Costs

Additional exploration and equipment costs of $340,615 incurred on the Ox Mountain Property (Ireland) were expensed. The agreement with Bowpark Exploration (Ireland) Ltd. has been terminated and the property licenses expired during the current fiscal year. Other exploration costs of $5,801 were also incurred during fiscal 2021. The aforementioned property was still held by the Company but was written down in prior fiscal years due to inactivity.

6. RELATED PARTY TRANSACTIONS

The key management personnel of the Company are the Directors, Chief Executive Officer, and the Chief Financial Officer. Included in accounts payable at August 31, 2021 is $1,143 (February 28, 2021 - $7,443) due to directors of the Company. Included in advances receivable at August 31, 2021 is $23,379 (February 28, 2021 - $81,889) due from a company owned by a former officer of the Company. Included in prepaid expenses at August 31, 2021 is $Nil (February 28, 2021 - $20,000) paid to a company owned by a former officer of the Company. Included in accounts receivable at August 31, 2021 is $18,372 (February 28, 2021 - $872) due from a company with former common directors.

Compensation of the Company's key management personnel is comprised of the following:

August31,2021 August31,2020
Professional fees $26,000 $ 7,500
Management fees $20,000 $ Nil

7. SHARE CAPITAL AND RESERVES

Authorized share capital

As at August 31, 2021, the authorized share capital of the Company is an unlimited number of common shares without par value.

Issued share capital

As at August 31, 2021, the Company had 106,361,560 common shares issued and outstanding.

Share issuances

During the six month period ended August 31, 2021 the Company issued 10,906,670 common shares at $0.15 per share for gross proceeds of $1,636,000, of which $10,000 is in subscriptions receivable. The Company incurred share issuance costs of $13,022. During the six month period ended August 31, 2021 the Company issued 1,214,884 shares (valued at $242,977) to EMX as part of the acquisition of the RKV project. During the six month period ended August 31, 2021 the Company had issued 150,000 common shares (valued at $18,000) per obligation in exchange for exploration services rendered.

7. SHARE CAPITAL AND RESERVES (cont'd...)

Share issuances (cont'd...)

During the year ended February 28, 2021 the Company issued 12,000,000 common shares at $0.05 per share for gross proceeds of $600,000. The Company incurred share issuance costs of $4,450. During the year ended February 28, 2021 the Company issued 3,314,911 shares (valued at $397,790) to EMX as part of the acquisition of the RKV project. During the year ended February 28, 2021 the Company has an obligation to issue 150,000 common shares (valued at $18,000) in exchange for exploration services rendered.

Stock options

Stock option transactions are summarized as follows:

Stock Options
Number WeightedAverageExercise Price
Outstanding and exercisable, February 29, 2020GrantedExercisedExpired 6,800,000450,000(2,225,000)(175,000) $0.070.120.060.07
Outstanding and exercisable, February 28, 2021GrantedExercisedExpired 4,850,0007,300,000-(1,700,000) $0.070.12-0.07
Outstanding and exercisable, August 31, 2021 10,450,000 $0.10

The following stock options were outstanding at August 31, 2021:

Numberof Shares ExercisePrice Expiry Date
Options 250,000* $0.12 July 6, 2022
200,000* $0.12 September 23, 2022
2,700,000* $0.05 December 20, 2024
5,600,000 $0.20 June 1, 2026
1,700,000* $0.20 August 30, 2026

Share-based payments

The Company has an incentive stock options plan in place under which it is authorized to grant options to directors and employees to acquire up to 10% of the Company's issued and outstanding common shares. Under the plan, the exercise price of each option may not be less than the market price of the Company's stock as calculated on the date of grant less the applicable discount. The options can be granted for a maximum term of 5 years and vesting periods are determined by the Board of Directors.

7. SHARE CAPITAL AND RESERVES (cont'd…)

Share-based payments (cont'd…)

During the six month period ended August 31, 2021, the Company granted 7,300,000 (February 28, 2021 – 450,000) options with a weighted-average fair value of $0.14 per option (February 28, 2021 - $0.05) to directors and consultants. Accordingly, using the Black-Scholes option pricing model, the stock options are recorded at fair value in the statement of loss and comprehensive loss. Total share-based payments recognized in the statement of loss and comprehensive loss during the six month period ended August 31, 2021 was $1,030,011 (February 28, 2021 – $20,402) for incentive options granted, vested and amended. This amount was also recorded as reserves on the statement of financial position. The following weighted average assumptions were used for the Black-Scholes option pricing model for the six month ended August 31, 2021:

August 31, 2021 February 28, 2021
Risk free rate 0.87% 1.64%
Expected life of options 3.75 1.00
Annualized volatility 110.60% 129.64%
Dividend rate Nil Nil
Forfeiture rate Nil Nil

8. SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

The significant non-cash transactions for six month period ended August 31, 2021 consisted of the Company:

  • a) incurring exploration and evaluation expenditures of $44,025 through accounts payable and accrued liabilities;
  • b) issuing $242,977 worth of shares;
  • c) issued 150,000 valued at $18,000 per obligation for exploration and evaluation assets;
  • d) reclassifying the expired 1,700,000 stock options valued at $174,640 to deficit.

The significant non-cash transactions for the period ended August 31, 2020 consisted of the Company:

  • a) reclassifying the expired 175,000 stock options valued at $10,277 to deficit;
  • b) reclassifying the exercised 2,225,000 stock options valued at $142,619.

9. SEGMENTED INFORMATION

The Company operates in one reportable operating segment, being the acquisition and exploration of mineral properties in Norway. Geographic information is disclosed in Note 5.

10. FINANCIAL AND CAPITAL RISK MANAGEMENT

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values.

The fair value of the Company's receivables, advances receivable, and accounts payable and accrued liabilities approximate their carrying values due to their short-term nature. The Company's other financial instrument, being cash, is measured at fair value using Level 1 inputs.

10. FINANCIAL AND CAPITAL RISK MANAGEMENT (cont'd…)

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

Credit risk

Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. The Company's cash is held at a large Canadian financial institution in interest bearing accounts. The Company has no investment in asset backed commercial paper. Receivables consist of receivables due from the government of Canada and amounts due from related parties. Advances receivable are due from a company owned by a former officer of the Company.

Liquidity risk

The Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when they come due. As at August 31, 2021, the Company had a cash balance of $1,103,371 (February 28, 2021 - $32,330) to settle current liabilities of $157,630 (February 28, 2021 - $348,990). To maintain liquidity, the Company is currently investigating financing opportunities and new exploration projects. Current market conditions make the present environment for raising additional equity financing unfavourable and there can be no assurance these efforts will be successful in the future. All of the Company's financial liabilities are subject to normal trade terms. The Company is exposed to liquidity risk.

Market risk

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

a) Interest rate risk

The Company has a limited exposure to interest rate risk.

b) Foreign currency risk

The Company does not have any balances denominated in a foreign currency and believes it has no significant foreign currency risk.

c) Price risk

The Company is exposed to price risk with respect to commodity prices. Changes in commodity prices will impact the economics of development of the Company's mineral properties. The Company closely monitors commodity prices to determine the appropriate course of action to be taken.

Capital management

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 and exploration of mineral 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 Company defines capital that it manages as shareholders' equity.

The properties in which the Company currently has an interest are in the exploration stage; as such the Company has historically relied on the equity markets to fund its activities. There is no certainty with respect to the Company's ability to raise capital. 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

10. FINANCIAL AND CAPITAL RISK MANAGEMENT (cont'd...)

Capital Management (cont'd…)

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.

The Company currently is not subject to externally imposed capital requirements. There were no changes in the Company's approach to capital management.