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Quri-Mayu Developments Ltd. — Interim / Quarterly Report 2022
Aug 26, 2022
47676_rns_2022-08-26_bdd7be6d-8888-4c00-be3d-e2ab5cbc1a94.pdf
Interim / Quarterly Report
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QURI-MAYU DEVELOPMENTS LTD.
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Unaudited)
For the Nine Months Ended July 31, 2022 and 2021
(Expressed in Canadian Dollars)
NOTICE OF NO AUDITOR REVIEW OF CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
Under National Instrument 51-102 released by the Canadian Securities Administrators, if an auditor has not performed a review of the condensed consolidated 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 consolidated 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 consolidated interim financial statements in accordance with standards established by the Chartered Professional Accountants of Canada for a review of condensed consolidated interim financial statements by an entity’s auditor.
Quri-Mayu Developments Ltd. Condensed Consolidated Interim Statements of Financial Position (Unaudited - Expressed in Canadian Dollars)
| Notes | July 31, 2022 $ |
October 31, 2021 $ |
|
|---|---|---|---|
| Assets | |||
| Current assets | |||
| Cash | 392,751 | 586,063 | |
| GST receivable | 3,082 | 3,320 | |
| Prepaid expenses and deposit | 9,000 | 9,000 | |
| 404,833 | 598,383 | ||
| Non-current assets | |||
| Deferred financing fees | 11 | 168,173 | 84,842 |
| Exploration and evaluation asset | 3 | 863,931 | 860,994 |
| Total Assets | 1,436,937 | 1,544,219 | |
| Liabilities | |||
| Accounts payable and accrued liabilities | 4 | 524,701 | 506,631 |
| Loanspayable | 5 | - | 180,422 |
| Current and Total Liabilities | 524,701 | 687,053 | |
| Shareholders' Equity | |||
| Share capital | 6 | 2,146,029 | 1,965,927 |
| Deficit | (1,233,793) | (1,108,761) | |
| Total Shareholders' Equity | 912,236 | 857,166 | |
| Total Liabilities and Shareholders' Equity | 1,436,937 | 1,544,219 |
Nature and continuance of operations (Note 1)
Subsequent event (Note 11)
Approved and authorized for issue by the Board of Directors on August 26, 2022:
| “Braydon Hobbs” Braydon Hobbs, Director |
“Ronald Woo” |
|---|---|
| Ronald Woo, Director |
The accompanying notes are an integral part of these condensed consolidated interim financial
statements.
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Quri-Mayu Developments Ltd. Condensed Consolidated Interim Statements of Loss and Comprehensive Loss (Unaudited - Expressed in Canadian Dollars)
| Three months ended | Three months ended | Nine months ended | Nine months ended | |
|---|---|---|---|---|
| July 31, 2022 | July 31, 2021 | July 31, 2022 | July 31, 2021 | |
| $ | $ | $ | $ | |
| Operating Expenses | ||||
| Administration | 9,573 | 7,966 | 31,558 | 23,903 |
| Listing and fees | 0 | 150 | 21,280 | 2,411 |
| Management and consulting fees | 12,541 | 18,424 | 49,280 | 71,656 |
| Professional fees | 6,197 | 7,552 | 22,914 | 18,529 |
| Loss and comprehensive loss | **(28,311) ** | **(34,092) ** | **(125,032) ** | (116,499) |
| Basic and diluted loss per common | ||||
| share | $(0.00) $(0.00) $ | (0.00) $(0.00) | ||
| Weighted average and fully diluted | ||||
| common shares outstanding | 37,773,449 | 35,917,424 | 36,681,264 | 35,790,589 |
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
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Quri-Mayu Developments Ltd. Condensed Consolidated Interim Statements of Shareholder Equity (Unaudited - Expressed in Canadian Dollars)
| Common Shares | |
|---|---|
| Tl Nb Sh Cil Dfii |
|
| ota $ umer are apta $ ect $ |
|
| Balance at October 31, 2020 | 35,726,120 1,931,117 (939,681) 991,436 |
| Share issuance costs Shares issued for cash Loss for theperiod |
- (7,278) - (7,278) 400,000 40,000 - 40,000 - -(116,499) (116,499) |
| Balance at July 31, 2021 | 36,126,120 1,963,839(1,056,180) 907,659 |
| Balance at October 31, 2021 Share issuance costs Shares issued - debt settlement |
|
| 36,126,120 1,965,927 (1,108,761) 857,166 - (320) - (320) 1,804,218 180,422 - 180,422 |
|
| Loss for theperiod | - -(125,032) (125,032) |
| Balance at July 31, 2022 | 37,930,338 2,146,029(1,233,793) 912,236 |
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
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Quri-Mayu Developments Ltd. Condensed Consolidated Interim Statements of Cash Flow (Unaudited - Expressed in Canadian Dollars)
| For the nine months | For the nine months | |
|---|---|---|
| ended July 31, 2022 | ended July 31, 2021 | |
| $ | $ | |
| Operating activities | ||
| Net loss | (125,032) | (116,499) |
| Changes in non-cash working capital items: | ||
| GST receivable | 238 | (4,830) |
| Accountspayable and accrued liabilities | (19,492) | (8,300) |
| Net cash flows used in operating activities | (144,286) | (129,629) |
| Investing activities | ||
| Exploration expenditures | (2,937) | (85,976) |
| Net cash flows used in investing activities | (2,937) | (85,976) |
| Financing activities | ||
| Shares issued for cash | - | 40,000 |
| Deferred financing fees | (46,089) | (44,828) |
| Share issuance costs | - | (5,190) |
| Net cash flows used in financing activities | (46,089) | (10,018) |
| Net change in cash | (193,312) | (225,623) |
| Cash,beginning | 586,063 | 848,244 |
| Cash, ending | $ 392,751 | $ 622,621 |
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
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Quri-Mayu Developments Ltd. Notes to the Condensed Consolidated Interim Financial Statements For the Six Months Ended July 31, 2022 and 2021 (Unaudited - Expressed in Canadian Dollars)
1. Nature and continuance of operations
Quri-Mayu Developments Ltd. (the “Company”) was incorporated on November 28, 2017 under the laws of British Columbia, Canada.
The Company’s head office is located at 1000 – 1285 West Pender Street, Vancouver, BC Canada V6E 4B1. The principal business of the Company is the identification, evaluation and acquisition of mineral properties, as well as exploration of mineral properties once acquired.
These condensed consolidated interim financial statements have been prepared based on accounting principles applicable to a going concern, which presumes the realization of assets and settlement of liabilities in the normal course of operations in the foreseeable future. At July 31, 2022, the Company had not achieved profitable operations, had a net loss of $125,032 for the nine months ended July 31, 2022 and accumulated losses of $1,233,793 (October 31, 2021 - $1,108,761) since inception, all of which indicate a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon a number of factors including obtaining additional financing as required and having profitable operations. These condensed consolidated interim financial statements do not give effect to adjustments to the carrying value and classification of assets and liabilities and related expense that would be necessary should the Company be unable to continue as a going concern. If the going concern assumption is not appropriate, material adjustments to the condensed consolidated interim financial statements could be required.
Since March 2020, several measures have been implemented in Canada and the rest of the world in response to the increased impact from novel coronavirus (“COVID-19”). The Company continues to operate its business at this time. While the impact of COVID-19 is expected to be temporary, the current circumstances are dynamic and the impacts of COVID-19 on business operations cannot be reasonably estimated at this time. The Company anticipates this could have an adverse impact on its business, results of operations, financial position and cash flows in future periods.
2. Basis of presentation and significant accounting judgments
a. Statement of compliance
These condensed consolidated interim financial statements, including comparatives, have been prepared in accordance with International Accounting Standards 34 – Interim Financial Reporting using accounting policies consistent with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretations Committee. The accounting policies and methods of computation applied by the Company in these condensed consolidated interim financial statements are the same as those applied in the Company’s audited annual financial statements as at and for the year ended October 31, 2021.
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Quri-Mayu Developments Ltd. Notes to the Condensed Consolidated Interim Financial Statements For the Six Months Ended July 31, 2022 and 2021 (Unaudited - Expressed in Canadian Dollars)
2. Basis of presentation and significant accounting judgments (continued)
b. Basis of presentation
The condensed consolidated interim financial statements of the Company have been prepared on a historical cost basis except for certain financial instruments classified in accordance with measurements standards under IFRS. The condensed consolidated interim financial statements are presented in Canadian dollars unless otherwise specified.
c. Consolidation
The condensed consolidated interim financial statements include the accounts of the Company and its controlled subsidiary. Details of controlled subsidiaries are as follows:
| Country of incorporation |
Percentage owned* |
|---|---|
| July 31, 2022 October 31, 2021 |
|
| 1169783 B.C. Ltd. (“783 BC”) Canada 1200164 B.C. Ltd. dba Avalon West Acquisitions ("Avalon") Canada |
100% 100% 100% 100% |
*Percentage of voting power is in proportion to ownership.
d. Significant accounting judgments estimates and assumptions
The preparation of condensed consolidated interim financial statements in conformity with IFRS requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the condensed consolidated interim financial statements and the reported revenues and expenses during this period.
Although management uses historical experience and its best knowledge of the amount, events or actions to form the basis for judgments and estimates, actual results may differ from these estimates.
The most significant accounts that require estimates as the basis for determining the stated amounts include the recoverability of evaluation and exploration assets and recognition of deferred tax amounts.
Critical judgments exercised in applying accounting policies that have the most significant effect on the amounts recognized in the condensed consolidated interim financial statements are as follows:
Going concern
Management assesses the Company's ability to continue as a going concern at each reporting date, using all quantitative and qualitative information available. This assessment, by its nature, relies on estimates of future cash flows and other future events (as discussed in Note 1), whose subsequent changes could materially impact the validity of such an assessment.
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Quri-Mayu Developments Ltd. Notes to the Condensed Consolidated Interim Financial Statements For the Six Months Ended July 31, 2022 and 2021 (Unaudited - Expressed in Canadian Dollars)
2. Basis of presentation and significant accounting judgments (continued)
d. Significant accounting judgments estimates and assumptions (continued)
Economic recoverability and probability of future economic benefits of mineral properties
Management has determined that mineral property costs incurred which were capitalized have future economic benefits and are economically recoverable. Management uses several criteria in its assessments of economic recoverability and probability of future economic benefits including geological and metallurgic information, history of conversion of mineral deposits to proven and probable reserves, scoping and feasibility studies, accessible facilities, existing permits and life of mine plans.
Income taxes
In assessing the probability of realizing income tax assets, management makes estimates related to expectations of future taxable income, applicable tax opportunities, expected timing of reversals of existing temporary differences and the likelihood that tax positions taken will be sustained upon examination by applicable tax authorities. In making its assessments, management gives additional weight to positive and negative evidence that can be objectively verified.
Site decommissioning obligations
The Company recognizes a provision for future abandonment activities in the financial statements equal to the net present value of the estimated future expenditures required to settle the estimated future obligation at the statement of financial position date. The measurement of the decommissioning obligation involves the use of estimates and assumptions including the discount rate, the expected timing of future expenditures and the amount of future abandonment costs. The estimates were made by management and external consultants considering current costs, technology and enacted legislation. As a result, there could be significant adjustments to the provisions established which would affect future financial results.
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Quri-Mayu Developments Ltd. Notes to the Condensed Consolidated Interim Financial Statements For the Six Months Ended July 31, 2022 and 2021 (Unaudited - Expressed in Canadian Dollars)
3. Exploration and evaluation asset
The following is a description of the Company’s exploration and evaluation asset for the period ended July 31, 2022 and year ended October 31, 2021:
| July 31, 2022 | October 31, 2021 | |
|---|---|---|
| $ | $ | |
| Property acquisition costs | ||
| Balance, beginning |
789,016 | - |
| Acquisition |
- | 775,018 |
| Additions |
- | 13,998 |
| Balance,ending |
789,016 | 789,016 |
| Exploration and evaluation costs | ||
| Balance, beginning |
71,978 | - |
| Assay and laboratory |
- | 10,695 |
| Consulting |
- | 20,108 |
| Geological |
- | 9,765 |
| Survey and Mapping |
1,942 | 31,410 |
| Meals & Entertainment |
50 | - |
| Travel & Accomodation |
945 | - |
| Balance,ending |
74,915 | 71,978 |
| Total |
863,931 | 860,994 |
AT Property
Ronald Fisher and George Nicholson (collectively referred as the “Optionors”) had optioned a 100% interest in the mineral property called AT Mining Project (“AT Property”) situated in the province of British Columbia. Upon the acquisition of Avalon, the Company assumed the option agreement.
Pursuant to the option agreement, the Optionors shall grant full rights and authority to the Company for the AT Property upon the following:
-
I. Paying an aggregate maximum of $260,000 to the Optionors as follows:
-
$10,000 on execution of the option agreement (Paid on March 19, 2021); and
-
10% of exploration expenditures to be paid within 90 days of the completion of the work program during which such exploration expenditures were incurred up to a maximum aggregated amount of $250,000 in payments. (Paid $13,998 on March 19, 2021).
-
II. Issuing an aggregate of 300,000 common shares to the Optionors upon achieving a public listing where AT Property is the ‘’Qualifying Property” as such defined in the TSX Venture Exchange (“TSXV”) policies.
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Quri-Mayu Developments Ltd. Notes to the Condensed Consolidated Interim Financial Statements For the Six Months Ended July 31, 2022 and 2021 (Unaudited - Expressed in Canadian Dollars)
3. Exploration and evaluation asset (continued)
The Company shall pay an aggregate 2.5% net smelter royalty to the Optionors upon commencement of commercial production and the Company will have the right to purchase 0.5% of the net smelter royalty upon payment of an aggregate of $1,000,000 in shares to the Optionors. The Company shall have the right to purchase an additional 0.5% of the net smelter royalty at any time upon payment of an aggregate of $3,000,000 in shares to the Optionors.
4. Accounts payable and accrued liabilities
| July 31, 2022 | October 31, 2022 | |
|---|---|---|
| $ | $ | |
| Accounts payable |
283,424 | 258,874 |
| Amounts due to related parties (Note 7) |
212,438 | 212,438 |
| Accrued liabilities |
28,840 | 35,320 |
| Accountspayable and accrued liabilities |
524,701 | 506,631 |
5. Loans payable
During 2019, the Company received loans from Xmin Ventures Ltd. (“Xmin”), a company who is a major shareholder of the Company, and whose director is an officer of the Company. The loan is unsecured, non-interest bearing and has no specified date of repayment.
On May 9, 2022, the Company issued 1,804,218 common shares with a fair value of $180,422 to Xmin as per the debt settlement agreement (Notes 6 and 7). As at July 31, 2022, loans payable balance is $Nil (October 31, 2021- $180,422).
6. Share capital
Authorized share capital
Unlimited common shares without par value.
Unlimited preferred shares without par value.
Issued and outstanding
As at July 31, 2022, the Company has 37,930,338 common shares (October 31, 2021 – 36,126,120).
On May 9, 2022, the Company issued 1,804,218 common shares with a fair value of $180,422 to Xmin as per the debt settlement agreement (Note 5).
As at July 31, 2022, the Company has no stock options and warrants outstanding.
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Quri-Mayu Developments Ltd. Notes to the Condensed Consolidated Interim Financial Statements For the Six Months Ended July 31, 2022 and 2021 (Unaudited - Expressed in Canadian Dollars)
7. Related party
Related party balances
At July 31,2022, accounts payable include $212,438 (October 31, 2021 - $212,438) are owing to companies controlled by directors and officers of the Company (Note 4).
On May 9, 2022, the Company issued 1,804,218 common shares with a fair value of $180,422 to Xmin as per the debt settlement agreement. As at July 31, 2022, loans payable balance is $Nil (October 31, 2021- $180,422).
Key management personnel include those persons having authority and responsibility for planning, directing and controlling activities of the Company as a whole. The Company has determined that its key management personnel consists of the Company’s Board of Directors and corporate officers.
During the period ended July 31, 2022 and 2021, no expenses were incurred for directors and officers of the Company.
All prior related party transactions occurred in the normal course of operations and have been measured at the agreed to amount, which is the amount of consideration established and agreed to by the related parties.
8. Capital Management
The Company defines its capital as shareholders’ equity. 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 and development of mineral properties.
The Board of Directors do 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. As such, the Company will rely on the equity markets to fund its activities. In addition, the Company is dependent upon external financings to fund activities.
In order to carry out planned exploration and pay for administrative costs, the Company will need to raise additional funds. The Company will continue to assess new properties and seek to acquire an interest in additional properties if it feels there is sufficient geologic or economic potential and if it has adequate financial resources to do so.
Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.
9. Financial instruments
The Company’s financial instruments consists of cash, accounts payable and accrued liabilities and loans payable. The carrying values of cash, accounts payable and accrued liabilities and loans payable approximate their fair values because of the relatively short-term nature of the instruments.
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Quri-Mayu Developments Ltd. Notes to the Condensed Consolidated Interim Financial Statements For the Six Months Ended July 31, 2022 and 2021 (Unaudited - Expressed in Canadian Dollars)
9. Financial instruments (continued)
There are three levels of the fair value hierarchy as follows:
-
Level 1: Values based on unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities.
-
Level 2: Values based on quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the asset or liability.
Level 3: Values based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement.
All financial instruments are classified as Level 1.
The Company is exposed in varying degrees to a variety of financial instrument related risks. The Board of Directors approves and monitors the risk management processes, inclusive of documented investment policies, counterparty limits, and controlling and reporting structures. The type of risk exposure and the way in which such exposure is managed is summarized as follows:
Credit risk
The Company’s cash is largely held in large Canadian financial institutions. The Company does not have any asset-backed commercial paper. The Company maintains cash deposits with Schedule A financial institution, which from time to time may exceed federally insured limits. The Company has not experienced any significant credit losses and believes it is not exposed to any significant credit risk.
Interest rate risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Financial assets and liabilities with variable interest rates expose the Company to cashflow interest rate risk. The Company does maintain bank accounts which earn interest at variable rates but it does not believe it is currently subject to any significant interest rate risk.
Foreign exchange risk
The Company's functional currency is the Canadian dollar and major purchases are transacted in Canadian dollars. Management believes the foreign exchange risk derived from currency conversions is negligible. The foreign exchange risk is therefore manageable and not significant. The Company does not currently use any derivative instruments to reduce its exposure to fluctuations in foreign exchange rates.
Liquidity risk
The Company’s ability to continue as a going concern is dependent on management’s ability to raise required funding through future equity issuances and through short-term borrowing. The Company manages its liquidity risk by forecasting cash flows from operations and anticipating any investing and financing activities. Management and the Board of Directors are actively involved in the review, planning and approval of significant expenditures and commitments. Management believes that the liquidity risk is high.
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Quri-Mayu Developments Ltd. Notes to the Condensed Consolidated Interim Financial Statements For the Six Months Ended July 31, 2022 and 2021 (Unaudited - Expressed in Canadian Dollars)
9. Financial instruments (continued)
As at July 31, 2022, the Company had a cash balance of $392,751 (October 31, 2021 - $586,063) to settle current liabilities of $524,701 (October 31, 2021 - $687,053).
10. Segmented information
The Company operates in one reportable operating segment, being the acquisition and exploration of mineral properties in Canada. As the operations comprise of single reporting segment, amounts disclosed also represent segment amounts.
11. Subsequent Event
On August 15, 2022 Company has completed its initial public offering by issuing 6,500,000 common shares at price of $0.10 per share for gross proceeds of $650,000. The common shares of the Company began trading on the TSXV under the symbol “QURI”.
In connection with the initial public offering, the Company paid cash commission of $39,000 and aggregate of 390,000 compensation options. Each compensation options, entitles the holder to purchase one common share of the Company for a price of $0.10 with an expiry date of August 15, 2025.
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