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Quri-Mayu Developments Ltd. Interim / Quarterly Report 2023

Jun 20, 2023

47676_rns_2023-06-20_b6a035da-168c-4fef-b01b-615d9af4a138.pdf

Interim / Quarterly Report

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QURI-MAYU DEVELOPMENTS LTD.

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Unaudited)

For the Three and Six Months Ended April 30, 2023 and 2022

(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)

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April 30, October 31,
Notes 2023 2022
Assets
Cash $ 369,616 $ 596,115
GST receivable 5,398 14,140
Prepaid expenses and deposit 124,155 135,607
499,169 745,862
Non-current assets
Exploration and evaluation asset 3 902,931 902,931
Total Assets $ 1,402,100 $ 1,648,793
Liabilities
Accounts payable and accrued liabilities 4 $ 555,747 $ 555,129
Current and Total Liabilities 555,747 555,129
Shareholders' Equity
Share capital 5 2,524,443 2,524,443
Reserves 24,643 24,643
Deficit (1,702,733) (1,455,422)
Total Shareholders' Equity 846,353 1,093,664
Total Liabilities and Shareholders' Equity $ 1,402,100 $ 1,648,793
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Nature and continuance of operations (Note 1)

Approved and authorized for issue by the Board of Directors on June 20, 2023:

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)

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Three months ended Six months ended
April 30, April 30, April 30, April 30,
2023 2022 2023 2022
Operating Expenses
Administration $ 607 $ 13,948 $ 1,053 $ 21,985
Marketing costs (reversal) (25,000) - 85,500 -
Listing and filing fees 1,225 2,411 6,320 21,280
Management and consulting fees 64,388 12,598 146,612 36,739
Professional fees 5,617 4,147 7,826 16,717
Total expenses (46,837) (33,104) (247,311) (96,721)
Loss and comprehensive loss $ (46,837) $ (33,104) $ (247,311) $ (96,721)
Basic and diluted loss per common share $ (0.00) $ (0.00) $ (0.01) $ (0.00)
Weighted average and fully diluted
common shares outstanding 44,730,338 36,126,120 44,730,338 36,126,120
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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)

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Common Shares
Number Share Capital Reserves Deficit Total
Balance at October 31, 2021 35,726,120 $ 1,965,927 $ - $(1,108,761) $ 857,166
Loss for the period - - - (96,721) (96,721)
Balance at April 30, 2022 36,126,120 $ 1,965,927 $ - $(1,205,482) $ 760,445
Balance at October 31, 2022 44,730,338 2,524,443 24,643 (1,455,422) 1,093,664
Loss for the period - - - (247,311) (247,311)
Balance at April 30, 2023 44,730,338 $ 2,524,443 $ 24,643 $(1,702,733) $ 846,353
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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 Flows (Unaudited - Expressed in Canadian Dollars)

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For the six months For the six months
ended April 30, 2023 ended April 30, 2022
Operating activities
Net loss $ (247,311) $ (96,721)
Changes in non-cash working capital items:
GST receivable 8,742 681
Prepaid expenses and deposit 11,452 -
Accounts payable and accrued liabilities 618 (29,476)
Net cash flows used in operating activities (226,499) (125,516)
Investing activities
Exploration expenditures - (2,937)
Net cash flows used in investing activities - (2,937)
Financing activities
Deferred financing fees - (9,637)
Net cash flows used in financing activities - (9,637)
Net change in cash (226,499) (138,090)
Cash, beginning 596,115 586,063
Cash, ending $ 369,616 $ 447,973
Cash paid during the period for interest $ - $ -
Cash paid during the period for income taxes $ - $ -
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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 April 30, 2023 and 2022 (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. On August 18, 2022, the Company’s shares began trading on the TSX Venture Exchange (“TSXV”) under the stock symbol “QURI”.

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 April 30, 2023, the Company had not achieved profitable operations, had a net loss of $247,311 for the six months ended April 30, 2023 and accumulated losses of $1,702,733 (October 31, 2022 - $1,455,422) 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.

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, 2022.

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.

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Quri-Mayu Developments Ltd. Notes to the Condensed Consolidated Interim Financial Statements For the Six Months Ended April 30, 2023 and 2022 (Unaudited - Expressed in Canadian Dollars)

2. Basis of presentation and significant accounting judgments (continued)

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:

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Percentage owned
Country of April 30, October 31,
incorporation 2023 2022
1169783 B.C. Ltd. (“783 BC”) Canada 100% 100%
1200164 B.C. Ltd. dba Avalon West
Acquisitions ("Avalon") Canada 100% 100%
Percentage of voting power is in proportion to ownership.
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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.

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.

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Quri-Mayu Developments Ltd. Notes to the Condensed Consolidated Interim Financial Statements For the Six Months Ended April 30, 2023 and 2022 (Unaudited - Expressed in Canadian Dollars)

2. Basis of presentation and significant accounting judgments (continued)

d. Significant accounting judgments estimates and assumptions (continued)

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.

3. Exploration and evaluation asset

The following is a description of the Company’s exploration and evaluation asset for the period ended April 30, 2023 and year ended October 31, 2022:

April 30, October 31,
2023 2022
Property acquisition costs
Balance, beginning $ 828,016 $ 789,016
Additions - 39,000
Balance,ending 828,016 828,016
Exploration and evaluation costs
Balance, beginning 74,915 71,978
Survey and mapping - 1,942
Meals and entertainment - 50
Travel and accomodation - 945
Balance,ending 74,915 74,915
Total $ 902,931 $ 902,931

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Quri-Mayu Developments Ltd. Notes to the Condensed Consolidated Interim Financial Statements For the Six Months Ended April 30, 2023 and 2022 (Unaudited - Expressed in Canadian Dollars)

3. Exploration and evaluation asset (continued)

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 TSXV policies (issued on August 18, 2022).

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

April 30, October 31,
2023 2022
Accounts payable $ 457,664 $ 282,124
Amounts due to related parties (Note 6) 212,438 242,438
Accrued liabilities 95,625 30,568
Accountspayable and accrued liabilities $ 555,747 $ 555,129

5. Share capital

Authorized share capital

Unlimited common shares without par value.

Issued and outstanding

As at April 30, 2023, the Company has 44,730,338 common shares (October 31, 2022 - 44,730,338). No common shares were issued during the six months ended April 30, 2023.

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Quri-Mayu Developments Ltd. Notes to the Condensed Consolidated Interim Financial Statements For the Six Months Ended April 30, 2023 and 2022 (Unaudited - Expressed in Canadian Dollars)

5. Share capital (continued)

Options

As at April 30, 2023, the Company has no stock options outstanding.

Warrants

As at April 30, 2023, the Company has 390,000 warrants outstanding (October 31, 2022 – 390,000).

Warrants outstanding and exercisable at April 30, 2023 are as follows:

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Number of Exercise Expiry Weighted Average
Warrants Price ($) Date Remaining Life
390,000 0.10 August 15, 2025 2.29
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6. Related party

Balances

At April 30, 2023, accounts payable and accrued liabilities include $212,438 (October 31, 2022 - $242,438) owing to companies controlled by directors and officers of the Company (Note 4).

The amounts due to related parties are unsecured, non-interest bearing and have no fixed terms of repayment.

Transactions

The Company has identified the CEO (Mr. Kevin Smith), CFO (Mr. Braydon Hobbs), and the Company’s directors as its key management personnel. During the six months ended April 30, 2023 and 2022 the following amounts were incurred with officers of the Company:

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April 30, April 30,
2023 2022
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April 30,
2023
April 30,
2022
Management fees paid and accrued to a company controlled
by the CFO $ 25,000 $ -
Management fees paid and accrued to a company controlled
bythe CEO 50,000
-
$ 75,000 $ -

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.

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Quri-Mayu Developments Ltd. Notes to the Condensed Consolidated Interim Financial Statements For the Six Months Ended April 30, 2023 and 2022 (Unaudited - Expressed in Canadian Dollars)

7. 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 financing 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.

8. Financial instruments

The Company’s financial instruments consists of cash and accounts payable and accrued liabilities. The carrying values of cash and accounts payable and accrued liabilities approximate their fair values because of the relatively short-term nature of the instruments.

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.

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Quri-Mayu Developments Ltd. Notes to the Condensed Consolidated Interim Financial Statements For the Six Months Ended April 30, 2023 and 2022 (Unaudited - Expressed in Canadian Dollars)

8. Financial instruments (continued)

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.

As at April 30, 2023, the Company had a cash balance of $369,616 (October 31, 2022 - $596,115) to settle current liabilities of $555,747 (October 31, 2022 - $555,129).

9. 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.

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