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Power Group Projects Corp. — Interim / Quarterly Report 2021
Sep 8, 2021
46543_rns_2021-09-08_dfad96db-69d1-436f-b9ac-a3eabffa75fe.pdf
Interim / Quarterly Report
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTSOFOPERATIONS
For the periods ended July 31, 2021 and 2020
(Expressed in Canadian Dollars)
| 1. | INTRODUCTION 3 | |
|---|---|---|
| 1. | INTRODUCTION 4 | |
| 2. | FORWARD-LOOKINGSTATEMENTS 4 | |
| 2. | FORWARD-LOOKINGSTATEMENTS 5 | |
| 3. | HIGHLIGHTS AND SUBSEQUENT EVENTS 5 | |
| 3. | HIGHLIGHTS AND SUBSEQUENT EVENTS 6 | |
| 4. | PROPERTYSUMMARY 7 | |
| 4. | PROPERTYSUMMARY 8 | |
| 4. | PROPERTY SUMMARY 9 | |
| 4. | PROPERTYSUMMARY10 | |
| 4. | PROPERTYSUMMARY11 | |
| 4. | PROPERTYSUMMARY12 | |
| 5. | SELECTED ANNUAL RESULTS13 | |
| 6. | SUMMARY OF QUARTERLYRESULTS13 | |
| 7. | DISCUSSION OF OPERATIONS 14 | |
| 7. | DISCUSSION OF OPERATIONS 15 | |
| 8. | LIQUIDITYANDCAPITALRESOURCES 16 | |
| 8. | LIQUIDITYANDCAPITALRESOURCES 17 | |
| 9. | TRANSACTIONS WITH RELATEDPARTIES 17 | |
| 10. | FINANCIAL INSTRUMENTS AND RELATED RISKS18 | |
| 11. | RISKS ANDUNCERTAINTIES 19 | |
| 12. | DISCLOSUREOF OUTSTANDING SHARE DATA19 | |
| 12. | DISCLOSUREOF OUTSTANDING SHARE DATA20 | |
| 13. | OFF-BALANCE SHEETARRANGEMENTS 20 | |
| 14. | CRITICAL ACCOUNTINGESTIMATES 20 | |
| 15. | CRITICAL ACCOUNTINGESTIMATES 21 | |
| 16. | APPROVAL 21 |
Management'sDiscussionand AnalysisofFinancialConditionandResultsofOperations For period ended July 31, 2021 and 2020
1. INTRODUCTION
This Management's Discussion and Analysis ("MD&A") of Power Group Projects Corp. (referred to as "Power Group", the "Company", "us" or "our") provides analysis of the Company's financial results for the six-month periods ended July 31, 2020. The following information should be read in conjunction with the accompanying annual financial statements for the year ended January 31, 2020, and the notes to those financial statements, prepared in accordance with IAS 34 under International Financial Reporting Standards ("IFRS"), as issued by the International Accounting Standards Board. Please also refer to the tables starting on page 15 of this MD&A which compare certain financial results for the six-month periods ended July 31, 2020. Financial information contained herein is expressed in Canadian dollars, unless stated otherwise. All information in this MD&A is current as of September 8, 2021 unless otherwise indicated. This MD&A is intended to supplement and complement Power Group's financial statements for the period ended July 31, 2020 and the notes thereto. Readers are cautioned that this MD&A contains "forwardlooking statements" and that actual events may vary from management's expectations. Readers are encouraged to read the cautionary note contained herein regarding such forward-looking statements. This MD&A was reviewed, approved and authorized for issue by the Company's Audit Committee, on behalf of our Board of Directors, on September 8, 2021.
Description of Business
Power Group is a public company incorporated in British Columbia, under the "Canadian Business CorporationAct" on December 14, 2009 and its common shares are listed on the TSX Venture Exchange, trading under the symbol ("PGP").
| Head Office | Share Information | Investor Information |
|---|---|---|
| 1040 West Georgia Street, Suite 1050 Vancouver, British Columbia V6E 4H1 |
Common shares are listed for trading on the TSXV: under the symbol "PGP". |
Financial reports, news releases, and corporate information is available on https://www.powergroupproject.com and on SEDAR at www.sedar.com |
| Registered Office | Transfer Agent | Contact Information |
| 217 Queens Street West, Toronto, Ontario M5V 0R2 |
Computershare Investor Services Inc. 510 Burrard Street Vancouver, BC V6C 3B9 |
Investors: Aleem Nathwani, CEO |
1. INTRODUCTION
As at the date of this MD&A, Power Group's directors and officers are as follows:
| Directors | Officers and Position |
|---|---|
| Aleem Nathwani (Chairman) | Aleem Nathwani, Chief Executive Officer |
| David Kwok | David Kwok, Chief Financial Officer |
| Yana Bobrovskaya |
2. FORWARD-LOOKING STATEMENTS
Certain statements contained in this MD&A constitute "forward-looking statements" within the meaning of Canadian securities legislation. These forward-looking statements are made as of the date of this MD&A and the Company does not undertake to update any forward-looking statement that may be made from time to time by the Company or on its behalf, except in accordance with applicable laws.
Forward-looking statements relate to future events or future performance and reflect management's expectations or beliefs regarding future events and include, but are not limited to, statements with respect to the estimation of mineral reserves and resources, the realization of mineral resource and mineral reserve estimates, the timing and amount of estimated future production, costs of production, capital expenditures, success of mining operations, environmental risks, unanticipated reclamation expenses, title disputes or claims and limitations on insurance coverage. Readers are cautioned that mineral resources that are not mineral reserves do not have demonstrated economic viability.
Except for statements of historical fact relating to the Company, certain information contained herein constitutes forward-looking statements. The words "may", "will", "continue", "could", "should", "would", "suspect", "outlook", "believes", "plan", "anticipates", "estimate", "expects", "intends" and words and expressions of similar import are intended to identify forward-looking statements.
Forward-looking statements include, without limitation, information concerning possible or assumed future results of the Company's operations. These statements are not historical facts and only represent the Company's current beliefs as well as assumptions made by and information currently available to the Company concerning anticipated financial performance, business prospects, strategies, regulatory developments, developmentplans,exploration anddevelopmentactivitiesandcommitmentsandfutureopportunities.
Although management considers those assumptions to be reasonable based on information currently available to them, they may prove to be incorrect.
These statements are not guarantees of future performance and involve assumptions and risks and uncertaintiesthataredifficulttopredict.Therefore,actualresultsmaydiffermateriallyfromwhatisexpressed, implied or forecasted in such forward-looking statements.
2. FORWARD-LOOKING STATEMENTS
By their very nature, forward looking statements involve a number of known and unknown risks, uncertainties and other factors which may cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements,andreaders are advised to consider such forward-looking statements in light of the risk factors set forth below and as further detailed in the "Risks and Uncertainties" section of this MD&A.
These risk factors include, but are not limited to, fluctuation in metal prices which are affected by numerous factors such as global supply and demand, inflation or deflation, global political and economic conditions; the Company's need for access to additional capital to explore and develop its projects, the risks inherent in the exploration for and development of minerals including the risks of estimating the quantities and qualities of minerals, operating parameters and costs, receiving project permits and approvals, successful construction of mining and processing facilities,anduncertaintyofultimateprofitabilityofminingoperations,risksoflitigation and otherrisks. The Company cautions that the foregoing list of factors that may affect future results is not exhaustive. When relying on any forward-looking statements in this MD&A to make decisions with respect to the Company, investors and others should carefully consider the risk factors set out in this MD&A and other uncertainties and potentialevents.
3. HIGHLIGHTS AND SUBSEQUENT EVENTS
- On February 10, 2020, the Company announced it had entered into an agreement with RJK Exploration Ltd ("RJK") to pursue kimberlite targets that RJK may identify on the Company's claims in the Cobalt, Ontario area. The term of the agreement will be for a period of three years from the date of acceptance. RJK will pay a fee of \$12,000 cash per year for three years for a total of \$36,000 to the Company to enter into an agreement whereby RJK will have the right to identify, sample and drill test with one diamond drill hole any identified potential kimberlite targets (Phase One). Should RJK determine that following its initial Phase One exploration to continue exploration to each identified target, then RJK and the Company will enter into a Participating Joint-Operating Agreement whereby RJK would have 60% interest, and the Company would have a 40% interest. RJK would then provide the Company with a Phase two exploration budget, at which time, the Company will have 60 days to agree to participate. RJK will place 60% of the proposed budget into a lawyer's trust account for 60 days until the joint venture is triggered. RJK will create a Mining Management Committee to allow all parties to understand the exploration plans better. This includes a review of budgets, proposed work and the hiring of consultants. Should the Company decide not to participate, it will be reduced to a carried 1.5% GORR of which fifty per cent (0.75%) can be purchased for a cash payment of \$1,000,000. Should RJK find mineralized zones other than kimberlites, the structure of the agreement would revert to 50% for RJK and 50% for the Company, with RJK being the operator. RJK would then provide the Company with a Phase two exploration budget, at which time, the Company would have 60 days to agree to participate. RJK will place 50% of the proposed budget into a lawyer's trust account for 60 days until such time the joint venture is triggered. Should the Company agree to participate, a Management Mining Committee would be established. If the Company decides not to participate, it will be reduced to a 1.5% NSR of which 50% (0.75%) may be purchased for \$1,000,000. Subject to Phase two and exploration by RJK, a two-kilometre area of interest surrounding the identified target, subject to claim availability, would be made available by the Company for exploration and development. Should the Company or any of its agents find economic minerals other than diamonds, then these claims on notice to RJK would be exempt from RJK having an interest.
- On April 23, 2020, the Company announced the appointment of new directors to the Board and a new executive management team for the Company. The new team is comprised of Aleem Nathwani, Chief Executive Officer, Chairman and Director, Yana Bobrovskaya, Director and David Kwok, Chief Financial Officer and Director. In connection with the preceding, the Company announces the resignation of John Dyer as President, Chief Executive Officer and Director of the Company, Randy Koroll as Chief Financial Officer and Directors and the resignation of Brian Stecyk as a Director of the Company. The Board of Directors and management would like to thank Messrs. Dyer, Koroll and Stecyk for their contributions to the Company and wish them every success in their future endeavours.
3. HIGHLIGHTS AND SUBSEQUENT EVENTS
• On April 13, 2021, the Company has received approval of the TSXV and has completed of the acquisition (the "Acquisition") of all of the issued and outstanding shares of Pallplat Metals Inc. ("Pallplat"). Pallplat was a private company formed under the laws of Ontario, whose sole asset is a letter of intent (the "LOI") with the Prospectus Alliance Syndicate, whereby Pallplat has the option to earn a 100% interest in the Muddy Gullies project in Newfoundland, Canada (the "Muddy Gullies"). As consideration for the Acquisition, the Company has issued an aggregate of 11,700,000 common shares in the capital of the Company (each, a "Common Share") to the shareholders of Pallplat.
In connection with the Acquisition, the Company will enter into a mining option agreement (the "Option Agreement") with the Prospectus Alliance Syndicate (the "Syndicate") whereby the Syndicate will grant an option (the 'Option") to the Company to acquire a 100% undivided interest in Muddy Gullies. In order to exercise the Option the Company is required to: (i) pay an initial deposit of \$20,000, which has been paid by Pallplat, and additional cash payments of \$20,000 payable on each of the first three anniversaries of the LOI; (ii) issue 1,200,000 Common Shares upon receipt of the approval of the TSX Venture Exchange (the "TSXV") and an additional 600,000 Common shares to be issued on each the first three anniversaries of the LOI, and (ii) incur \$800,000 in expenditures in respect of the Property over a three-year period. In addition, Pallplat has agreed to reimburse the Syndicate for various expenses in the amount of \$4,895, which has been paid by Pallplat. In the event that the Option is exercised, the Company will grant a 2% net smelter returns royalty ("NSR") in favour of the Syndicate, subject to the ability of the Company to purchase 0.75% of the NSR (resulting in the remaining NSR being 1.25%) for a purchase price of \$1,250,000 at any time before the commencement of commercial production on Muddy Gullies.
- On April 13, 2021, (the "Grant Date"), the Company has granted stock options (collectively, the "Options") to management and consultants to purchase of up to 1,500,000 common shares of the Company (each, a "Share"), pursuant to the Company's Stock Option Plan. The Options are exercisable at an exercise price of \$0.10 per Share and are valid for a period of five years from the Grant Date. Options vest: (i) 25% shall vest on the date that is six months from the Grant Date; (ii) 25% shall vest on the first anniversary of the Grant Date; (iii) 25% shall vest on the date that is eighteen months from the Grant Date; and (iv) 25% shall vest on the second anniversary of the Grant Date. On June 21, 2021, the Company granted and additional 200,000 options to a consultant with the same vesting and expiry terms as the aforementioned April 13, 2021 grant.
- On June 21, 2021, the Company closed a non-brokered private placement through the issuance of 19,999,998 units ("Unit") at a price of \$0.06 per Unit for aggregate gross proceeds of \$1,200,000 (the "Placement"). Each Unit is comprised of one common share ("Common Share") in the capital of the Company and one Common Share purchase warrant ("Warrant") of the Company. Each Warrant shall entitle the holder thereof to acquire one Common Share at a price of \$0.12 per Common Share for a period of three (3) years from the closing date (the "Closing Date") of the Placement. All securities issued pursuant to the Placement will be subject to a hold period of four months plus a day from the date of issuance and the resale rules of applicable securities legislation. The Company paid a finder's fee commission of \$32,940 and issued 549,000 broker warrants. Net proceeds of the Placement will be used for general working capital purposes.
- On August 10, 2021, the Company has started fieldwork on its Muddy Gullies platinum group elements property in Central Newfoundland. The first phase of exploration will include airborne magnetometer, Lidar (light detection and ranging) and orthophotography surveys, line cutting and gridded prospecting, mapping, and sampling. The property is highly prospective for the discovery of significant platinum group elements (PGE) hosted by a pyroxenite unit of the Gander River complex. The line cutting program is under way and has been contracted to Grass Roots Exploration of Gander, Nfld. This will provide a control grid for the prospecting on the main PGE target zone. The airborne surveys will cover the central three licences on the property and have been contracted out to RPM Aerial Inc. of Holyrood, Nfld. All the necessary permits are in place for this phase of the field program. Depending on initial results, this work will be followed in the fallwinter exploration season by a planned drill program comprising 1,000 metres. For further information please see the Company's press release dated August 10, 2021.
Muddy Gullies Property
The Muddy Gullies Property is located 28 kilometers northeast of the town of Gander, NL. Route 330 affords easy access to the property as does Muddy Gullies access road which runs east from route 330. The Property comprises 113 claim units (8 licences) covering 28.25 km². The Property is host to several historical platinum, palladium, copper and gold showings, as indicated by the Mineral Occurrence Database System, Department of Natural Resources, Newfoundland & Labrador. The Property is underlain by a portion of the Gander River Ultramafic Belt (GRUB LINE) which consists of pyroxenite and lessor serpentinite, magnesite, amphibolite, hornblendite, and gabbro. The mafic and ultramafic rocks of the GRUB LINE are considered to be an ophiolitic suite of volcanic and plutonic rocks which have tectonically emplaced over the Gander Groups.
Local and Regional Geology
The Muddy Gullies Property straddles the tectonic boundary between the Dunnage Zone to the northwest and the Gander Zone to the southeast. The Davidsville Group sediments represent rocks of the Dunnage Zone on the Muddy Gullies Property and consist of pebble conglomerate, sandstone, shale and siltstone. Areas to the west of the Gander River are predominantly underlain by rocks of the Davidsville Group. The Gander Zone is represented by rocks of the Gander River Ultramafic Belt (GRUB), which include tonalite, intermediate to mafic volcanics, gabbro, serpentinite, pyroxenite and talc-magnesite altered ultramafics. Alternating sequences of the two contrasting rock groups outcrop across the property on the east side of Gander River and is interpreted to be shallow westward dipping thrusted slices.
Previous exploration work on the property, in 2000-2002, reported combined values for platinum and palladium of up to 2400 ppb (J.P. Bouzane Associates Lt. 2000, 2001, 2002). In 2013 an airborne mag-EM survey was completed, along with mapping, prospecting, and limited drilling. More recent (2016) sampling by the property vendors confirmed platinum-group element mineralization and also outlined additional areas of anomalous PGE mineralization on the Property.
31 samples were taken by the Vendors in the central portion of the property, where the PGE mineralization appears to be controlled by a non-magnetic course-grained pyroxenite unit. Assays ranged from 47 to 1707 ppb combined Pt+Pd+Au. Palladium averages 36% higher than platinum.
Smith-Cobalt Property
The Smith-Cobalt properties are located approximately 4km SEof Cobalt, Ontario and is comprised of both patent and staked claims totaling 2,100 acres.
TheSmithCobalt properties areunderlain by asequence ofArchaean volcanicswhich are uncomformably overlain by Huronian sediments. These formations have been intruded by the Proterozoic-age Nipissing diabase sill. Faulting, on both a regional and local scale, has been found by surface mapping and in drill cores. Polymetallic veining, and especially pinkish-white carbonate veins, has also been reported. Thus, all the necessary geological components of accepted mineralization models for silver-cobalt have been identified on the properties.
The second phase of the drilling program consisted of 16 holes and 2,345 m with the results as follows;
Highlights:
- The mineralized Smith Cobalt veins systems have been extended to over 400 m in strike length, from the western property boundary to the southeast towards the Smith Cobalt East surface.
- Significant concentrations of Co and Ag were encountered.
- Thick, highly anomalous zones of battery-related component metals (Cu, Ni, Zn) were intersected in multiple holes.
- Multiple mineralized veins were intersected in most holes.
- Confirmed and characterized vein systems mapped from historical mine workings.
- It was confirmed that the Smith Cobalt property lies in the same stratigraphic and structural setting as the nearby Deer Horn Mine.
Assay Highlights Include:
- 371.0 g/t Ag and 0.10% Co over 1.0m in hole 17-23
- 0.20% Co over 4.0m in hole 17-23
- 1.15 g/t Ag over 64.0m in hole 17-22
- 5.73 g/t Ag, 0.17% Cu, 0.29% Pb and 0.43% Zn over 6.0m in hole 17-24
- 3.08 g/t Ag over 49.2m in hole 17-25
- 211.0 g/t Ag and 0.193 g/t Au over 0.20m in hole 17-25
- 22.7 g/t Ag, 0.27% Co, 0.52% Cu and 0.439 g/t Au over 1.0m in hole 17-25
Holes 17-21 to 17-25 were drilled to extend the known vein systems extending to the southeast from the Smith Cobalt shaft. These holes were successful in extending the mineralized strike length to over 400 m from the western property boundary. This includes silver concentrations up to 371 g/t over 1.0m in hole 17-23, and cobalt concentrations up to 0.20% over 4.0 m in hole 17-22. Holes 17-23 and 17-24 ended short of the planned target, having intersected what is probably old mine workings, or at least intense fracturing around those workings.
Holes 17-10 to 17-19 were short holes drilled under the Smith Cobalt East outcrop (see July 17, 2018 news release, 12.5% Co, 82.2 g/t Ag and 5.0 g.t Au in a 10cm wide vein). All the holes intersected quartz-calcite veining with occasional significant values. It appears that the main mineralization may be offset by a major NE-SW fault cutting across the outcrop.
Hole 17-20 was drilled at a steep angle to test the thickness of the diabase. The hole was stopped at 321.0 m, still in diabase. The variable textures and mineral content of the diabase suggests that this may be a feeder dyke for the sill. Of particular note is the very long intersection of highly anomalous nickel (0.03% Ni over 71.0 m).
Management'sDiscussionand AnalysisofFinancialConditionandResultsofOperations For period ended July 31, 2020 and 2019
4. PROPERTY SUMMARY
Smith-Cobalt Property (Cont'd)
| Smith Cobalt - Phase 2 Drill Results | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Hole # | From | To | Length | Ag | Au | Co | Cu | Ni | Pb | Zn |
| SC-17-10 | 25.88 | 26.36 | 0.48 | 3.07 g/t | 0.06 | 0.64 | ||||
| SC-17-11 | No significant values | |||||||||
| SC-17-12 | 35.85 | 39 | 3.15 | 0.66 g/t | ||||||
| SC-17-13 | 35.49 | 36.12 | 0.63 | 3.22 g/t | ||||||
| SC-17-14 | 37.6 | 39.15 | 1.55 | 2.13 g/t | ||||||
| SC-17-15 | 68.11 | 70 | 1.89 | 0.88 g/t | ||||||
| SC-17-16 | 37 | 37.4 | 0.4 | 7.40 g/t | 0.85% | |||||
| SC-17-17 | 58 | 59 | 1 | 3.41 g/t | ||||||
| SC-17-18 | 3.6 | 60 | 56.4 | 0.83 g/t | ||||||
| SC-17-19 | No significant values | |||||||||
| SC-17-20 | 44 | 46 | 2 | 4.95 g/t | ||||||
| 169 | 240 | 71 | 0.03% | |||||||
| SC-17-21 | 59 | 60 | 1 | 16.70 g/t | ||||||
| 71.4 | 78 | 6.6 | 2.31 g/t | |||||||
| 144 | 145 | 1 | 4.65 g/t | |||||||
| 279 | 288 | 9 | 0.06% | |||||||
| 348 | 350 | 2 | 3.69 g/t | 0.10% | 0.07% | 0.14% | ||||
| SC-17-22 | 236 | 300 | 64 | 1.15 g/t | ||||||
| Including | 276 | 283.33 | 7.33 | 3.27 g/t | 0.13 g/t | |||||
| Including | 281 | 282 | 1 | 9.27 g/t | ||||||
| And | 234 | 249 | 15 | 0.10% | ||||||
| 261 | 265.7 | 4.7 | 0.30% | |||||||
| SC-17-23 | 118 | 147 | 29 | 14.09 g/t | ||||||
| Including | 121 | 126 | 5 | 76.19 g/t | ||||||
| Including | 121 | 122 | 1 | 371.00 g/t | 0.11% | 1.79% | ||||
| And | 133 | 142 | 9 | 2.19 g/t | 0.10% | 0.23% | ||||
| Including | 136 | 140 | 4 | 1.16 g/t | 0.20% | |||||
| SC-17-24 | 9 | 9.25 | 0.25 | 0.26 g/t | ||||||
| 159 | 165 | 6 | 5.73 g/t | 0.17% | 0.29% | 0.43% | ||||
| SC-17-25 | 130.8 | 180 | 49.2 | 3.08 g/t | ||||||
| Including | 130.8 | 151 | 20.2 | 4.37 g/t | ||||||
| Including | 130.8 | 131 | 0.2 | 211.00 g/t | 0.193 g/t | |||||
| And | 163.43 | 163.64 | 0.21 | 90.50 g/t | ||||||
| And | 174.60b | 178 | 3.4 | 7.63 g/t | 0.18% | |||||
| Including | 177 | 178 | 1 | 22.70 g/t | 0.44 g/t | 0.27% | 0.52% | |||
| 188 | 204 | 16 | 1.15 g/t | |||||||
| 211.5 | 213 | 1.5 | 7.97 g/t | 1.00% | ||||||
| 222 | 247 | 25 | 1.42 g/t | 0.04% | 0.17% | |||||
| Including | 224 | 232 | 8 | 2.66 g/t | 0.40% | |||||
| 244.3 | 244.5 | 0.2 | 10.90 g/t | 0.73% | 1.27% |
Smith-Cobalt Property (Cont'd)
The first phase of drilling was completed during the summer of 2018. Ground and airborne geophysics, along with historical mapping data and 3Dmodeling, were used to delineate the targets that were tested during the program. The campaign consisted of 9 diamond drill holes for 1897 meters (6,224 ft.), focusing on the northwestern section of the property, and was carried out by G4 Drilling, based out of Val-d'Or, Quebec. The objectivesofthedrill programweretoexpandtheCompany'sknowledgeofthegeologicalsettingoftheknown veins that extend from the nearby Deer Horn Mine onto the Smith Cobalt property, to extend the strike length of those veins from the historic Smith Cobalt underground workings toward the southeast, and to confirm the values deduced from the muck pile sampling and make initial determinations of grade and thickness. This phase of drilling was carried out entirely on patented land.
Thephase1,9 holes, 1,896 m drill results for were as follows:
Highlights:
- Several zones with high-grade cobalt and silver were intersected.
- Thick, highly anomalous zones of battery-related component metals (Cu, Ni, Zn) were intersected in multiple holes.
- Multiple mineralized veins were intersected in most holes.
- Confirmed and characterized vein swarms mapped from historical mine workings.
- Confirmed that the Smith Cobalt property lies in the same stratigraphic and structural setting as the nearby Deer Horn Mine, currently owned and formerly operated by Agnico Eagle.
Assay Highlights Include:
- 1.71% Co and 42.5 g/t Ag over 0.10 m in hole 17-03.
- 1.85 g/t Ag over 56.0 m in hole 17-03
- 1.39 g/t Ag over 72.5 m in hole 17-04
- 0.22% Cu over 14.0 m in hole 17-04
- 0.13% Zn over 33.0 m in hole 17-04
- 0.11% Ni over 30.66 m in hole 17-06
- 0.17% Pb over 17.49 m in hole 17-04
Management'sDiscussionand AnalysisofFinancialConditionandResultsofOperations For period ended July 31, 2020 and 2019
4. PROPERTY SUMMARY
Smith-Cobalt Property (Cont'd)
| Smith Cobalt - Phase 1 Drill Results | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Hole # | From | To | Length | Grade | Element | Rock Type | |||
| 17-01 | 122.7 | 123.2 | 0.5 | 0.12% | Co | Cong + vein stockwork | |||
| 245.00 | 247.00 | 2.00 | 2.09 g/t | Ag | Mafic volc | ||||
| 244.00 | 249.00 | 5.00 | 0.128 g/t | Au | Mafic volc | ||||
| 240.00 | 245.00 | 5.00 | 0.10% | Cu | Mafic volc | ||||
| 228.87 | 249.00 | 20.13 | 0.10% | Ni | Mafic volc + stockwork | ||||
| 226.36 | 234.85 | 8.49 | 0.12% | Ni | Mafic volc | ||||
| 17-02 | NSV | ||||||||
| 17-03 | 113.00 | 115.15 | 2.15 | 0.07% | Co | Qtz-calc vein in cong | |||
| 182.00 | 182.10 | 0.10 | 1.71% | Co | Qtz-calc vein | ||||
| 185.25 | 185.36 | 0.11 | 0.23% | Co | Qtz-calc vein | ||||
| 148.00 | 204.00 | 56.00 | 1.85 g/t | Ag | Bedded tuff/dacite/chert | ||||
| Including | 182.00 | 182.10 | 0.10 | 42.5 g/t | Ag | Qtz-calc vein | |||
| 184.39 | 184.49 | 0.10 | 15.6 g/t | Ag | Qtz-calc vein | ||||
| 186.25 | 186.35 | 0.10 | 38.2 g/t | Ag | Qtz-calc vein | ||||
| 190.43 | 190.53 | 0.10 | 16.0 g/t | Ag | Qtz-calc vein | ||||
| 148.00 | 166.00 | 18.00 | 0.09% | Zn | Bedded tuff/dacite/chert | ||||
| 169.00 | 181.60 | 12.60 | 0.10% | Zn | Bedded tuff/dacite/chert | ||||
| 189.00 | 200.00 | 11.00 | 0.08% | Zn | Bedded tuff/dacite/chert | ||||
| 17-04 | 138.25 | 139.00 | 0.75 | 0.13% | Co | Chert bed | |||
| 144.78 | 147.00 | 2.22 | 0.03% | Co | Lamprophyre dyke | ||||
| 193.76 | 195.70 | 1.94 | 0.10% | Co | Qtz-calc stockwork | ||||
| 194.34 | 194.63 | 0.29 | 0.57% | Co | Qtz-calc vein | ||||
| 117.00 | 189.50 | 72.50 | 1.39 g/t | Ag | Bedded tuff/dacite | ||||
| 134.00 | 152.00 | 18.00 | 2.70 g/t | Ag | Bedded tuff/dacite | ||||
| Including | 138.25 | 147.66 | 9.41 | 3.58 g/t | Ag | Bedded tuff/dacite | |||
| 192.00 | 199.44 | 7.44 | 2.52 g/t | Ag | Qtz-calc stockwork | ||||
| Including | 193.76 | 194.34 | 0.58 | 13.0 g/t | Ag | Qtz-calc vein | |||
| 210.83 | 216.00 | 5.17 | 1.01 g/t | Ag | Tuff + qtz-calc stockwork | ||||
| 136.00 | 150.00 | 14.00 | 0.22% | Cu | Bedded tuff/dacite | ||||
| 120.00 | 136.00 | 16.00 | 0.25% | Zn | Bedded tuff/dacite | ||||
| 147.00 | 180.00 | 33.00 | 0.13% | Zn | Bedded tuff/dacite | ||||
| Including | 119.00 | 136.49 | 17.49 | 0.17% | Pb | Bedded tuff/dacite | |||
| 144.78 | 150.85 | 6.07 | 0.25% | Pb | Bedded tuff/dacite | ||||
| 17-05 | 118.00 | 120.00 | 2.00 | 0.10% | Cu | Conglomerate | |||
| 17-06 | 114.72 | 116.37 | 1.65 | 0.05% | Co | Cong + qtz-calc stockwork | |||
| 180.00 | 187.66 | 7.66 | 1.21 g/t | Ag | Mafic-um volc | ||||
| 197.10 | 200.00 | 2.90 | 3.16 g/t | Ag | Conglomerate | ||||
| 157.00 | 187.66 | 30.66 | 0.11% | Ni | Dacite tuff | ||||
| 17-07 | 106.20 | 106.40 | 0.20 | 1.74 g/t | Ag | Cong + chlorite spots | |||
| 119.00 | 125.00 | 6.00 | 0.07% | Cu | Cong + chlorite spots | ||||
| 17-08 | 146.00 | 147.10 | 1.10 | 1.92 g/t | Ag | Mafic-um volc | |||
| 163.00 | 164.00 | 1.00 | 6.10 g/t | Ag | Dacite tuff/chert | ||||
| 174.00 | 175.85 | 1.85 | 2.98 g/t | Ag | Dacite tuff/chert | ||||
| 197.00 | 199.00 | 2.00 | 1.05 g/t | Ag | Dacite tuff/chert | ||||
| 138.66 | 147.10 | 8.44 | 0.10% | Ni | Mafic-um volc | ||||
| 17-09 | 145.00 | 145.30 | 0.30 | 0.05% | Co | Dacite tuff | |||
| and | 13.7 g/t | Ag | |||||||
| and | >1.0% | Cu |
Smith-Cobalt Property (Cont'd)
The Company submitted an Exploration Plan and Permit for portions of our Crown Lands. The plan has been accepted by the Ministry of Northern Development and Mines, with the permit expected to be received in the near term. This will allow outcrop stripping and sampling, as well as line cutting, ground geophysics and drilling.
The Phase 2 drill program concluded on November 15, 2018, with 16 holes drilled for a total of 2,306 m (7,556 ft.). Assay results will be reported when received, accepted and reviewed by the Company.
On December 8, 2018, the Company agreed to purchase all the issued and outstanding common shares of Canadian Cobalt Projects Inc., which is the registered holder of 33 mineral claims located in the South Lorrain Township, Ontario. Pursuant to the acquisition, the Company issued one common share for each of the outstanding common shares of Canadian Cobalt Projects Inc. resulting in the issuance of 2,995,000 common shares of the Company. The operations and changes in cash flow of Canadian Cobalt Projects Inc., have been included from the date control was acquired (i.e. December 8, 2018). As Canadian Cobalt Projects Inc., did not meet the definition of a business per IFRS 3, the acquisition has been accounted for as an asset acquisition, whereby the Company is considered to issue shares in return for the net assets of Canadian Cobalt Projects Inc., at their fair value with the entire consideration of \$6,589,000 being allocated to the mineral claims held by Canadian Cobalt Projects Inc.
Highlights of the acquisition are as follows:
The acquisition is comprised of approximately 7,500 ha of strategically located mining claims in the Silver Center area of the Cobalt Camp, Ontario. With the addition of this land package, the Companybecomes one of the largest landowners in the prolific Cobalt and Silver Center camps, holding over 8,700 ha.
There are several known cobalt occurrences found on the landpackage - allreported intheOntario Mineral Deposit Inventory files.
Labine-McMahon showing - samples collected from a quartz-carbonate vein adjacent to an aplite dike contain cobaltite, arsenopyrite and bismuthinite. An assessment of the heavy material after a partial separation from the gangue returned: 32.54% As, 4.85% Fe, 21.09% Co, 1.18% Ni, 6.26% Bi and 0.09% Zn. A sample of wall rock adjacent to a ¾" wide quartz carbonate vein assayed 1.10% Co and 0.21% Ni. The sample was collected in 1956 and assayed by the Cobalt Resident Geologist.
Friday Creek showing - government reports shows "a 20cm quartz-calcite veins with 17 g/t Ag, in Nipissing diabase."
Management'sDiscussionand AnalysisofFinancialConditionandResultsofOperations For period ended July 31, 2020 and 2019
5. SELECTED ANNUAL RESULTS
| Year Ended | Year Ended | Year Ended | |
|---|---|---|---|
| 31-Jan-21 | 31-Jan-20 | 31-Jan-19 | |
| Loss before non-operating income | \$ (145,864) |
\$ (1,117,145) | \$ (7,753,458) |
| Loss before income taxes | \$ (145,864) |
\$ (1,117,145) | \$ (7,753,458) |
| Loss per common share, basic and diluted | \$ (0.01) |
\$ (0.07) |
\$ (0.52) |
| Net and comprehensive loss | \$ (113,864) |
\$ (991,964) |
\$ (7,728,939) |
| Net and comprehensive loss per common share, basic and diluted | \$ (0.01) |
\$ (0.06) |
\$ (1.52) |
| Weighted average number of shares outstanding | 15,860,562 | 15,860,562 | 14,771,007 |
| Financial Position | |||
| Total assets | \$ 189,536 |
\$ 360,543 |
\$ 1,496,964 |
6. SUMMARY OF QUARTERLYRESULTS
The summary of the quarterly results are as follows:
| Three months ended | 31-Jul-21 | 30-Apr-21 | 31-Jan-21 | 31-Oct-20 |
|---|---|---|---|---|
| Loss before non-operating expenses | \$ (117,441) | \$ (755,900) |
\$ (54,638) |
\$ (35,906) |
| Loss before income taxes | \$ (117,441) | \$ (755,900) |
\$ (54,638) |
\$ (35,906) |
| Loss per common share, basic and diluted | \$ (0.006) |
\$ (0.042) |
\$ (0.003) |
\$ (0.002) |
| Net and comprehensive loss | \$ (117,441) | \$ (755,900) |
\$ (22,638) |
\$ (35,906) |
| Net and Comprehensive Loss per Common Share, Basic and Diluted | \$ (0.007) |
\$ (0.042) |
\$ (0.001) |
\$ (0.002) |
| Three months ended | 31-Jul-20 | 30-Apr-20 | 31-Jan-20 | 31-Oct-19 |
|---|---|---|---|---|
| Loss before non-operating expenses | \$ (38,514) |
\$ (16,806) |
\$ (526,992) |
\$ (176,479) |
| Loss before income taxes | \$ (38,514) |
\$ (16,806) |
\$ (526,992) |
\$ (176,479) |
| Loss per common share, basic and diluted | \$ (0.002) |
\$ (0.001) |
\$ (0.03) |
\$ 0.01 |
| Net and comprehensive loss | \$ (38,514) |
\$ (16,806) |
\$ (406,992) |
\$ (176,479) |
| Net and Comprehensive Loss per Common Share, Basic and Diluted | \$ (0.002) |
\$ (0.001) |
\$ (0.030) |
\$ (0.010) |
7. DISCUSSION OF OPERATIONS
All of the information described below is accounted for in accordance with IFRS, as issued by IASB. The reader is encouraged to refer to Note 3 of the Company's annual financial statements for the year ended January 31, 2021 and condensed interim financial statements for the period ended July 31, 2021 for the summary of significant accounting policies.
Six-month period July 31, 2021 compared to July 31, 2020
For the period ended July 31, 2021, the Company recorded a net and comprehensive loss of \$873,342 or \$0.04 per share compared to a net and comprehensive loss of \$55,320 or \$0.003 per share in the comparable six months ended July 31, 2020. The overall increase in net and comprehensive loss of \$818,021 is mainly due to the acquisition of and the exploration and evaluation expenditures of the Muddy Gullies Property.
| Six months ended July 31, 2021 |
Six months ended July 31, 2020 |
Variance | Discussion | |
|---|---|---|---|---|
| Consulting and management fees | 76,207 | 65,689 | 10,518 | Consulting & management fees increased compared to the prior comparative period due to coporate restructuring. |
| Depreciation | 1,072 | 1,416 | (344) | Depreciation expenses decreased slightly as a result of the lack of capital assets purchased during the year. |
| Exploration and evaluation expenditure | 709,593 | (36,092) | 745,685 | Exploration and evaluation costs, relate to the acquisition and field work of the Muddy Gullies Property |
| Insurance | 4,157 | 1,800 | 2,357 | Insurance expense has increased due to decreased policy coverages as a result of increase in corporate activities |
| Office | 1,666 | 2,499 | (833) Office expenses have decreased due to reduced activity during the year. |
|
| Professional fees | 226 | - | 226 | Professional fees increased compared to the comparative period due to accounting related costs. |
| Promotion and entertainment | 200 | - | 200 | Promotion and entertainment decreased due to efforts to maintain costs at a minimum. |
| Rent | 30,000 | 3,780 | 26,220 | Rent expense has increased over last period due to the moving the office from Toronto to Vancouver. |
| Share-based compensation | 24,659 | - | 24,659 | The company granted stock options to directors, officers and consultants during the period |
| Shareholder communications | - | 1,586 | (1,586) Shareholder communications decreased due reduced activity in this period. |
|
| Transfer agent and regulatory fees | 25,561 | 14,642 | 10,919 | Transfer agent and regulatory fees increased due to exchange fees relating to the private placement closed during the period |
7. DISCUSSION OF OPERATIONS
Three-month period July 31, 2020 Compared to July 31, 2019
For the period ended July 31, 2021, the Company recorded a net and comprehensive loss of \$38,514 or \$0.00 per share compared to a net and comprehensive loss of \$232,956 or \$0.01 per share in the comparable three months ended July 31, 2020. The overall decrease in net and comprehensive loss of \$194,442 is due to the decrease in exploration and evaluation expenditures and operating expenses.
| Three months | Three months | Discussion | ||
|---|---|---|---|---|
| ended | ended | Variance | ||
| July 31, 2021 | July 31, 2020 | |||
| Consulting & management fees decreased | ||||
| Consulting and management fees | 43,162 | 48,975 | (5,813) | compared to the prior comparative period due |
| to coporate restructuring. | ||||
| Depreciation expenses decreased slightly as | ||||
| Depreciation | 536 | 708 | (172) | a result of the lack of capital assets purchased |
| during the year. | ||||
| Exploration and evaluation costs, relate to the | ||||
| Exploration and evaluation expenditure | 20,601 | (17,342) | 37,943 | acquisition and field work of the Muddy Gullies |
| Property | ||||
| Insurance expense has increased due to | ||||
| Insurance | 2,300 | 1,800 | 500 | decreased policy coverages as a result of |
| increase in corporate activities | ||||
| (768) Office expenses have decreased due to | ||||
| Office | 653 | 1,421 | reduced activity during the year. | |
| Rent expense has increased over last period | ||||
| Rent | 15,000 | - | 15,000 | due to the moving the office from Toronto to |
| Vancouver. | ||||
| The company granted stock options to | ||||
| Share-based compensation | 21,129 | - | 21,129 | directors, officers and consultants during the |
| period | ||||
| Transfer agent and regulatory fees increased | ||||
| Transfer agent and regulatory fees | 14,060 | 2,952 | 11,108 | due to exchange fees relating to the private |
| placement closed during the period |
8. LIQUIDITY AND CAPITAL RESOURCES
Liquidity
As an exploration company, the Company has no regular cash in-flow from operations, and the level of activities is principally a function of availability of capital resources. To date, the principal source of funding has been equity financing.
As at July 31, 2021, the Company had \$998,078 in cash (July 31, 2020 - \$82,234). For the foreseeable future, as existing properties are explored and developed, the Company will continue to seek capital through the issuance of equity, strategic alliances or joint ventures, and debt, of which the Company currently has none.
Significant expenditures are required to establish mineral reserves, to develop metallurgical processes and to construct mining and processing facilities at a particular site. The recoverability of valuations assigned to exploration and development mineral properties are dependent upon discovery of economically recoverable reserves, the ability to obtain the necessary financing to complete exploration, development and future profitable production or proceeds from the disposition of mineral assets.
Although management has made its best estimate of these factors, it is reasonably possible that certain events could adversely affect management's estimates of recoverable amounts and the need for, as well as the amount of, provision for impairment in the carrying value of exploration properties and related assets.
Many factors influence the Company's ability to raise funds, and there is no assurance that the Company will be successful in obtaining adequate financing and at favourable terms for these or other purposes including general working capital purposes. The Company's condensed interim consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities in the normal course of business for the foreseeable future. Realization values may be substantially different from carrying values, as shown, and these condensed interim consolidated financial statements do not give effect to the adjustment that would be necessary to the carrying values and classifications of assets and liabilities should the Company be unable to continue as a going concern.
Working Capital
As at July 31, 2021, the Company had working capital surplus of \$1,011,894 (January 31, 2021 – \$23,225). The working capital has increased since January 31, 2021 due to the company closing a private placement on June 21, 2021. The Company has managed its working capital by controlling its spending on its properties and operations. Due to the ongoing planned exploration acquisitions over the near term, the Company intends to continue to incur expenditures without revenues and accumulate operating losses. Therefore, our continuance as a going concern is dependent upon our ability to obtain adequate financing to fund future exploration and development, to reach profitable levels of operation. It is not possible to predict whether future financing efforts will be successful or whether financing on favourable terms will be available.
The Company has no long-term debt and no long-term liabilities. The Company has no capital lease obligations, operating or any other long-term obligations, other than office rent.
8. LIQUIDITY AND CAPITAL RESOURCES
Capital Risk Management
The Company's capital structure consists of common shares, stock options and warrants. The Company manages its capital structure and adjusts it, based on available funds, to support the acquisition and exploration of mineral properties. The Board does not establish quantitative returns on capital criteria for management.
The mineral properties in which the Company currently has an interest in is in the exploration stage. As such, the Company is dependent on external financing to fund its activities. To carry out and pay for planned exploration and development along with operating administrative costs, the Company will fund such costs out of existing working capital and additional amounts raised.
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, 2021. The Company is not subject to externally imposed capital requirements. The Company's investment policy is to invest its surplus cash in highly liquid short-term interest-bearing investments with maturities of year or less from the original date of acquisition, all held with major Canadian financial institutions.
9. TRANSACTIONS WITH RELATEDPARTIES
Related parties include key management personnel and companies under the control of key management personnel. Key management personnel include those persons having authority and responsibility for planning, directing, and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist of members of the Board and corporate officers, including the Company's Chief Executive Officer, Chief Financial Officer, and Chief Operating Officer.
At July 31, 2021, included in accounts payable and accrued liabilities is \$Nil (January 31, 2021 – \$34,649) owing to companies controlled by either a director or an officer. These amounts payable are non-interest bearing, unsecured and have neither specific terms nor a date of repayment.
During the period ended July 31, 2021 and 2020, key management compensation consisted of the following:
| For the periods ended | July 31, 2021 | July 31, 2020 |
|---|---|---|
| Consulting and management fees | \$ 76,207 |
\$ 60,225 |
In addition to the amounts disclosed above, in prior periods the Company has also made loans to third-party corporations that, at the time, shared common key management personnel. The balance of the loans as at July 31, 2021 are as follows:
| For the periods ended | July 31, 2021 | January 31, 2021 |
|---|---|---|
| Allied Copper Corp. | - | \$ 327,665 |
| SBD Capital Corp. | - | 288,183 |
| Pedro Resource Ltd. | \$ 101,133 |
101,133 |
| \$ 101,133 |
\$ 716,981 |
These loans are non-interest bearing and have no fixed terms of repayment. As at July 31, 2021, due to economic uncertainty, the Company has recorded an allowance for doubtful accounts in the amount of \$101,133. The Company recognized bad debt expenses of \$563,019 recorded during the years ended January 31, 2021 and 2020. The net receivable of \$153,962 was collected during the period as a result of an assignment of amounts owed by Allied Copper Corp. (formerly Gold Rush Cariboo Corp.) and SBD Capital Corp.
10. FINANCIAL INSTRUMENTS AND RELATED RISKS
The Board, through the Audit Committee, is responsible for identifying the principal risks facing the Company and ensuring that risk management systems are implemented. The Company manages its exposure to financial risks, including credit risk, liquidity risk, interest rate risk, foreign exchange rate risk and commodity price risk in accordance with its risk management framework. The Board reviews the Company's policies periodically.
The following table sets forth the Company's financial assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy. As at July 31, 2020, those financial assets and liabilities are classified in their entirety based on the level of input that is significant to the fair value measurement.
| As at July 31, 2021 | As at January 31, 2021 | ||||
|---|---|---|---|---|---|
| Input | Carrying | Estimated | Carrying | Estimated | |
| Level | Amount | Fair value | Amount | Fair value | |
| Financial Assets: | |||||
| Cash | 1 | \$ 998,078 \$ |
998,078 | \$ 29,849 \$ |
29,849 |
| Amounts receivable | 1 | 16,301 \$ |
16,301 | - | - |
| Related party loans | 1 | - | - | 153,962 | 153,962 |
| \$ 1,014,379 \$ |
1,014,379 | \$ 183,811 \$ |
183,811 | ||
| As at July 31, 2021 | As at January 31, 2021 | ||||
| Input | Carrying | Estimated | Carrying | Estimated | |
| Level | Amount | Fair value | Amount | Fair value | |
| Financial Liabilities: | |||||
| Current Liabilities | 1 | \$ 9,605 \$ |
9,605 | \$ 157,019 \$ |
157,019 |
| \$ 9,605 \$ |
9,605 | \$ 157,019 \$ |
157,019 |
The Company's financial assets and financial liabilities are categorized as follows:
Fair values
For the Company's financial instruments, including receivables, accounts payable and accrued liabilities, the carrying amounts approximate fair value due to their immediate or short-term maturity.
Currency risk
The Company currently does not have any significant exposure to foreign currency risk.
Credit risk
Credit risk arises from cash held with banks and financial institutions, and the risk that the counterparty of related party receivables will default on its contractual obligations resulting in a financial loss to the Company. The maximum exposure to credit risk is equal to the carrying value of the financial assets. To reduce credit risk, cash is held at major financial institutions.
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet is financial obligations as they fall due. The Company has a planning and budgeting process in place to help determine the funds required to support the Company's normal operating requirements on an ongoing basis. The Company tries to ensure that there are sufficient funds to meet its short-term business requirements, taking into account its anticipated cash flows from operations and its holdings of cash. Currently, the Company's source of funding is from the issuance of equity securities for cash, primarily through private placements. As at July 31, 2020, the Company had cash of \$82,234 (January 31, 2020 - \$317,410) and accounts payable and accrued liabilities of \$114,419 (January 31, 2020 - \$214,162).
11. RISKS ANDUNCERTAINTIES
A discussion of the risks and uncertainties that the Company faces can be found in the Company's annual financial statements for the year ended January 31, 2020 (available under the Company's SEDAR profile at www.sedar.com). Furthermore, additional risks and uncertainties not presently known to the Company or that the Company currently considers immaterial may also impairitsbusiness operations in thefuture.
12. DISCLOSURE OF OUTSTANDING SHARE DATA
Common Shares
- a) Authorized - An unlimited number of common shares without par value.
- b) Issued andOutstanding
As at July 31, 2021 the Company had 48,760,556 common shares issued and outstanding and 48,760,556 common shares issued and outstanding as at September 8, 2021.
c) Warrants
A summary of the changes in the share purchase warrants for the period ended July 31, 2021 compared to the year ended January 31, 2021 are as follows:
| Number | Weighted Average Exercise Price |
|
|---|---|---|
| Balance at January 31, 2020 | 165,800 | \$2.90 |
| Expired | (165,800) | \$3.32 |
| Balance at January 31, 2021 | - | - |
| Issued as part of private placements | 19,999,998 | \$0.12 |
| Issued as brokers warrants | 549,000 | \$0.12 |
| Balance at July 31, 2021 | 20,548,998 | \$0.12 |
| Exercisable at July 31, 2021 | - | \$- |
d) Stock Options
The Company has a fixed stock option plan which follows the policies of the TSX-V regarding stock option awards granted to directors, officers, employees and consultants. The stock option plan allows a maximum of 10% of the issued shares to be reserved for issuance under the plan. The options can be granted for a maximum of 5 years and vest as determined by the Board of Directors.
On April 13, 2021 (the "Grant Date"), the Company has granted stock options (collectively, the "Options") to management and consultants to purchase up to 1,500,000 common shares of the Company (each, a "Share"), pursuant to the Company's Stock Option Plan. The Options are exercisable at an exercise price of \$0.10 per Share and are valid for a period of five years from the Grant Date. Options vest: (i) 25% shall vest on the date that is six months from the Grant Date; (ii) 25% shall vest on the first anniversary of the Grant Date; (iii) 25% shall vest on the date that is eighteen months from the Grant Date; and (iv) 25% shall vest on the second anniversary of the Grant Date. On June 21, 2021, the Company granted and additional 200,000 options to a consultant with the same vesting and expiry terms as the aforementioned April 13, 2021 grant.
12. DISCLOSURE OF OUTSTANDING SHARE DATA
Stock options for the period ended July 31, 2021 and January 31, 2021 are:
| Number | Weighted Average Exercise Price |
|
|---|---|---|
| Balance at January 31, 2020 | 1,072,500 | \$1.85 |
| Forfeited | (1,072,500) | - |
| Balance at January 31, 2021 | - | - |
| Granted | 1,700,000 | \$0.10 |
| Balance at July 31, 2021 | 1,700,000 | \$0.10 |
| Exercisable at July 31, 2021 | - | - |
Compensation costs attributable to the granting and vesting of share options are measured at fair value and expensed with a corresponding increase to contributed surplus. Upon exercise of the stock options, consideration paid by the option holder together with the amount previously recognized in contributed surplus is recorded as an increase to share capital.
13. OFF-BALANCE SHEETARRANGEMENTS
The Company is not a party to any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on the results of operations, financial condition, revenues or expenses, liquidity, capital expenditures or capital resources of the Company.
14. CRITICAL ACCOUNTINGESTIMATES
The preparation of the condensed interim consolidated financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities and contingent liabilities at the date of the condensed interim consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management's experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Uncertainty about these judgments, estimates and assumptions could result in outcomes that could require a material adjustment to the carrying amount of the asset or liability affected in future periods.
The significant areas of estimation uncertainty considered by management in preparing the condensed interim consolidated financial statements are as follows:
(i) Share-based compensation expense:
The Company uses the Black-Scholes option pricing model to determine the fair value of options in order to calculate share-based compensation expense. The Black-Scholes model involves six key inputs to determine the fair value of an option: risk-free interest rate, exercise price, market price at the date of issue, expected dividend yield, expected life, and expected volatility. Certain of the inputs are estimates that involve considerable judgment and are or could be affected by significant factors that are out of the Company's control. The Company is also required to estimate the future forfeiture rate of options based on historical information in its calculation of sharebased compensation expense.
15. CRITICAL ACCOUNTINGESTIMATES
(ii) Valuation of broker warrants:
The Company uses the Black-Scholes option pricing model to calculate the fair value of broker warrants issued in connection with the Company's private placements. The Black-Scholes model requires six key inputs to determine a value for a broker warrant: risk free interest rate, exercise price, market price at date of issue, expected dividend yield, expected life and expected volatility. Certain of the inputs are estimates which involve considerable judgment and are, or could be, affected by significant factors that are out of the Company's control. For example, a longer expected life of the broker warrant or a higher volatility number used would result in an increase in the broker warrant fair value.
The significant areas of judgment considered by management in preparing the condensed interim consolidated financial statements are as follows:
(i) Going concern:
The Company's management has made an assessment of the Company's ability to continue as a going concern and the condensed interim consolidated financial statements continue to be prepared on a going concern basis. The Company has no sources of revenue and remains dependent on its ability to obtain financing which may cast significant doubt upon the Company's ability to continue as a going concern. The condensed interim consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
(ii) Deferred tax assets:
Deferred tax assets are recognized in respect of tax losses and other temporary differences to the extent it is probable that taxable income will be available against which the losses can be utilized. Judgment is required to determine the amount of deferred tax assets that can be recognized based upon the likely timing and level of future taxable income together with future tax planning strategies.
16. APPROVAL
The Audit Committee of Power Group Projects Corp. has reviewed and approved the disclosure contained in this July 31, 2021 MD&A. A copy of this MD&A will be provided to anyone who requests it and it is also available under our SEDAR profile at www.sedar.com.