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Rockhaven Resources Ltd. — Interim / Quarterly Report 2020
Aug 25, 2020
45750_rns_2020-08-25_ac640a84-ef3b-44f7-acaa-2447a0f2b277.pdf
Interim / Quarterly Report
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Rockhaven Resources Ltd. Condensed Interim Financial Statements For the six months ended June 30, 2020 Unaudited – Prepared by Management (Expressed in Canadian Dollars)
Rockhaven Resources Ltd. #1016 – 510 West Hastings Street Vancouver, British Columbia V6B 1L8
August 25, 2020
To the Shareholders of Rockhaven Resources Ltd.
The attached condensed interim financial statements have been prepared by the management of Rockhaven Resources Ltd. and have not been reviewed by the auditor of the Company.
Yours truly,
Matthew A. Turner Chief Executive Officer
Condensed Interim Statements of Financial Position
Unaudited – Prepared by Management
As at June 30, 2020 and December 31, 2019
| Note | June 30,2020$ | December 31,2019$ | |
|---|---|---|---|
| Assets | |||
| Current assets | |||
| Cash and cash equivalents | 3 | 2,239,894 | 2,829,887 |
| Receivables and prepayments | 4 | 59,824 | 68,813 |
| Marketable securities | 5 | 49,800 | 47,033 |
| 2,349,518 | 2,945,733 | ||
| Non-current assets | |||
| Prepaid exploration expenditures | 836 | 3,116 | |
| Mineral property interests | 6 | 36,516,863 | 35,977,545 |
| 36,517,699 | 35,980,661 | ||
| Total assets | 38,867,217 | 38,926,394 | |
| Liabilities and shareholders' equity | |||
| Current liabilities | |||
| Accounts payable and accrued liabilities | 88,488 | 58,004 | |
| Accounts payable to related parties | 9 | 84,985 | 43,225 |
| Flow-through premium liability | 13 | 420,524 | 481,598 |
| 593,997 | 582,827 | ||
| Non-current liabilities | |||
| Deferred income tax liability | 10 | 2,015,392 | 1,995,556 |
| Total liabilities | 2,609,389 | 2,578,383 | |
| Shareholders' equity | |||
| Share capital | 7 | 47,353,983 | 47,353,983 |
| Contributed surplus | 7 | 783,684 | 897,398 |
| Deficit | (11,879,839) | (11,903,370) | |
| Total shareholders' equity | 36,257,828 | 36,348,011 | |
| Total liabilities and shareholders' equity | 38,867,217 | 38,926,394 | |
| Nature of operations and going concern | 1 | ||
| Commitments | 13 | ||
| Event after the reporting period | 14 |
Approved on behalf of the Board of Directors on August 25, 2020:
| "Randy C. Turner"Director"Glenn R. Yeadon" | Director |
|---|---|
| ---------------------------------------------------- | ---------- |
Condensed Interim Statements of Changes in Shareholders' Equity
Unaudited – Prepared by Management
For the six months ended June 30, 2020 and June 30, 2019
| Numberof shares# | Sharecapital$ | Contributedsurplus$ | Deficit$ | Totalshareholders'equity$ | |
|---|---|---|---|---|---|
| January 1, 2019 | 157,718,093 | 43,809,966 | 1,254,918 | (12,035,132) | 33,029,752 |
| Re-allocated on expiry of options | - | - | (325,709) | 325,709 | - |
| Loss and comprehensive loss for the period | - | - | - | (119,115) | (119,115) |
| June 30, 2019 | 157,718,093 | 43,809,966 | 929,209 | (11,828,538) | 32,910,637 |
| January 1, 2020 | 187,635,593 | 47,353,983 | 897,398 | (11,903,370) | 36,348,011 |
| Re-allocated on expiry of options | - | - | (387,442) | 387,442 | - |
| Re-allocated on cancellation of options | - | - | (4,696) | 4,696 | - |
| Share-based payments | - | - | 278,424 | - | 278,424 |
| Loss and comprehensive loss for the period | - | - | - | (368,607) | (368,607) |
| June 30, 2020 | 187,635,593 | 47,353,983 | 783,684 | (11,879,839) | 36,257,828 |
Condensed Interim Statements of Loss and Comprehensive loss
Unaudited – Prepared by Management
For the three and six months ended June 30,
| Three months ended | Six months ended | ||||
|---|---|---|---|---|---|
| June 30,2020 | June 30,2019 | June 30,2020 | June 30,2019 | ||
| Note | $ | $ | $ | $ | |
| Expenses | |||||
| Flow-through tax recovery | 13 | (2,943) | - | - | - |
| General and administrative expenses | 566 | 1,786 | 1,189 | 4,563 | |
| Insurance | 4,929 | 5,265 | 9,817 | 10,197 | |
| Investor relations and shareholder information | 11,162 | 9,521 | 29,563 | 19,844 | |
| Management, administrative and corporate development fees | 9 | 6,989 | 12,854 | 20,128 | 25,402 |
| Management, administrative and corporate development salaries | 9 | 18,756 | 23,381 | 41,088 | 52,825 |
| Office rent | 9 | 7,500 | 7,500 | 15,000 | 15,000 |
| Professional fees | 9 | 13,415 | 9,691 | 34,574 | 21,889 |
| Share-based payments | 7,9 | 163,043 | - | 278,424 | - |
| Transfer agent and filing fees | 2,855 | 2,647 | 6,100 | 5,674 | |
| Loss from operating expenses | (226,272) | (72,645) | (435,883) | (155,394) | |
| Interest income | 10,226 | 1,436 | 23,271 | 3,688 | |
| Gain (loss) on marketable securities | 5 | 5,533 | (2,767) | 2,767 | (8,300) |
| Loss for the period before income taxes | (210,513) | (73,976) | (409,845) | (160,006) | |
| Deferred income tax recovery | 10 | 17,191 | 19,226 | 41,238 | 40,891 |
| Loss and comprehensive loss for the period | (193,322) | (54,750) | (368,607) | (119,115) | |
| Loss per share | |||||
| Weighted average number of common shares outstanding | |||||
| - Basic # | 8 | 187,635,593 | 157,718,093 | 187,635,593 | 157,718,093 |
| - Diluted # | 8 | 187,635,593 | 157,718,093 | 187,635,593 | 157,718,093 |
| Basic loss per share $ | 8 | (0.00) | (0.00) | (0.00) | (0.00) |
| Diluted loss per share $ | 8 | (0.00) | (0.00) | (0.00) | (0.00) |
Condensed Interim Statements of Cash Flows
Unaudited – Prepared by Management
For the six months ended June 30,
| 2020 | 2019 | ||
|---|---|---|---|
| Note | $ | $ | |
| Operating activities | |||
| Loss and comprehensive loss for the period | (368,607) | (119,115) | |
| Adjustments for: | |||
| Share-based payments | 278,424 | - | |
| (Gain) loss on marketable securities | (2,767) | 8,300 | |
| Interest income | (23,271) | (3,688) | |
| Deferred income tax recovery | (41,238) | (40,891) | |
| Net change in non-cash working capital items | 11 | (45,242) | (28,578) |
| (202,701) | (183,972) | ||
| Investing activities | |||
| Interest received | 23,271 | 3,688 | |
| Prepaid exploration (expenditures) recovery | (836) | 20,383 | |
| Deferred exploration and evaluation expenditures | (409,727) | (91,343) | |
| (387,292) | (67,272) | ||
| Decrease in cash and cash equivalents | (589,993) | (251,244) | |
| Cash and cash equivalents, beginning of period | 2,829,887 | 467,798 | |
| Cash and cash equivalents, end of period | 2,239,894 | 216,554 |
Supplemental cash flow information 11
Rockhaven Resources Ltd. Notes to the Condensed Interim Financial Statements Unaudited – Prepared by Management
For the six months ended June 30, 2020 and June 30, 2019
1. Nature of operations and going concern
Rockhaven Resources Ltd. (the "Company" or "Rockhaven") was incorporated under the laws of the Province of Alberta, Canada and has been continued as a Company under the laws of the Province of British Columbia, Canada. The Company's head office is located at 1016 - 510 West Hastings Street, Vancouver, British Columbia, Canada, V6B 1L8. Its records office is located at 1710 - 1177 West Hastings Street, Vancouver, British Columbia, Canada, V6E 2L3. Its main business activity is the acquisition, exploration and evaluation of mineral property interests located in Canada. Its common shares trade on the TSX Venture Exchange ("TSX-V").
The Company is in the process of exploring its mineral property interests and has not yet determined whether its mineral property interests contain mineral reserves that are economically recoverable. The Company's continuing operations and the underlying value and recoverability of the amounts shown for mineral property interests are entirely dependent upon the existence of economically recoverable mineral reserves, the ability of the Company to obtain the necessary financing to complete the exploration and development of the mineral property interests, obtaining the necessary permits to mine, and on future profitable production or proceeds from the disposition of the mineral property interests.
These condensed interim financial statements (the "financial statements") are prepared on the basis that the Company will continue as a going concern, which assumes that the Company will be able to continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of operations. As an exploration stage company, the Company does not have traditional sources of revenue, and historically has relied on property option or sale proceeds and share capital financing to cover its operating expenses. As at June 30, 2020, the Company had working capital of $1,755,521 (December 31, 2019 – $2,362,906) and shareholders' equity of $36,257,828 (December 31, 2019 - $36,348,011). Management has assessed that this working capital is sufficient for the Company to continue as a going concern beyond one year. If the going concern assumption were not appropriate for these financial statements, it could be necessary to restate the Company's assets and liabilities on a liquidation basis.
In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn. It is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company's ability to raise capital or conduct exploration activities. There are various community travel restrictions and health and safety concerns that may prohibit or delay exploration programs from proceeding. Operations will depend on obtaining necessary field supplies, obtaining contractor services and safeguarding all personnel during the outbreak, which may be prohibitive or too costly. Various Government wage and loan subsidies are available to qualified companies to assist them with operating costs during the pandemic. To date, the Company has not qualified for assistance, but the various programs are constantly being expanded and relaxed, which may qualify the Company for assistance. The Company's requirement to incur flow-through expenditures by the end of the year has been relaxed by the Government allowing the Company an extension of one year (Note 13). However, it may not be possible to complete these expenditures if the pandemic continues and access to its projects prove insurmountable.
2. Significant accounting policies
(a) Basis of presentation
These financial statements have been prepared in conformity with International Accounting Standard ("IAS") 34, Interim Financial Reporting, using the same accounting policies as detailed in the Company's annual audited financial statements for the year ended December 31, 2019, and do not include all the information required for full annual financial statements in accordance with International Financial Reporting Standards ("IFRS"), as issued by the International Accounting Standards Board ("IASB") and interpretations of the International Financial Reporting Interpretations Committee ("IFRIC"). It is suggested that these financial statements be read in conjunction with the annual audited financial statements.
These financial statements have been prepared on an historical cost basis, except for financial instruments which are classified as fair value through profit or loss ("FVTPL"). In addition, these financial statements have been prepared using the accrual basis of accounting, except for cash flow information.
All amounts on these financial statements are presented in Canadian dollars which is the functional currency of the Company.
Unaudited – Prepared by Management
For the six months ended June 30, 2020 and June 30, 2019
2. Significant accounting policies (continued)
(b) Significant accounting policies
The accounting policies, estimates and critical judgments, methods of computation and presentation applied in these financial statements are consistent with those of the most recent annual audited financial statements and are those the Company expects to adopt in its financial statements for the year ended December 31, 2020. Accordingly, these financial statements should be read in conjunction with the Company's most recent annual audited financial statements.
3. Cash and cash equivalents
Cash and cash equivalents consist of the following:
| June 30, | December 31, | |
|---|---|---|
| 2020 | 2019 | |
| $ | $ | |
| Bank balances | 405,240 | 17,273 |
| Cashable investment certificates | 1,834,654 | 2,812,614 |
| 2,239,894 | 2,829,887 |
4. Receivables and prepayments
Receivables and prepayments consist of the following:
| June 30, | December 31, | |
|---|---|---|
| 2020 | 2019 | |
| $ | $ | |
| Sales tax recoverable | 13,661 | 27,904 |
| Prepaid expenses | 46,163 | 40,909 |
| 59,824 | 68,813 |
5. Marketable securities
Marketable securities consist of common shares received on the option of mineral property interests as follows:
| Cost$ | Fair value$ | Gain (loss)$ | ||
|---|---|---|---|---|
| January 1, 2019 | 2,132,934 | 41,500 | ||
| Unrealized loss for the period | - | (8,300) | (8,300) | |
| June 30, 2019 | 2,132,934 | 33,200 | (8,300) | |
| January 1, 2020 | 2,132,934 | 47,033 | ||
| Unrealized gain for the period | - | 2,767 | 2,767 | |
| June 30, 2020 | 2,132,934 | 49,800 | 2,767 |
The fair values of the marketable securities are based on the bid prices of the shares on the TSX-V at each period end.
Unaudited – Prepared by Management
For the six months ended June 30, 2020 and June 30, 2019
6. Mineral property interests
The Company's mineral property interests consist of its wholly-owned Klaza project located in the Yukon Territory, Canada.
Changes in the project carrying amounts for the six months ended June 30, 2020 and June 30, 2019 are summarized as follows:
| January 1, | Exploration and | June 30, | January 1, | Exploration and | June 30, | |
|---|---|---|---|---|---|---|
| 2020 | evaluation | 2020 | 2019 | evaluation | 2019 | |
| $ | $ | $ | $ | $ | $ | |
| Klaza | 35,517,040 | 539,318 | 36,056,358 | 33,677,297 | 157,974 | 33,835,271 |
| BBB | 99,657 | - | 99,657 | 99,657 | - | 99,657 |
| Sked/Desk | 53,554 | - | 53,554 | 53,554 | - | 53,554 |
| Dade | 18,638 | - | 18,638 | 18,638 | - | 18,638 |
| Queen | 20,909 | - | 20,909 | 20,909 | - | 20,909 |
| Nor | 26,751 | - | 26,751 | 26,751 | - | 26,751 |
| Val | 240,996 | - | 240,996 | 240,996 | - | 240,996 |
| 35,977,545 | 539,318 | 36,516,863 | 34,137,802 | 157,974 | 34,295,776 |
Exploration and evaluation expenditures on the Klaza project consisted of the following:
| 2020 | 2019 | |
|---|---|---|
| Six months ended June 30, | $ | $ |
| Assays | 2,118 | 180 |
| Field | 10,808 | 9,130 |
| Labour (note 9) | 190,459 | 55,623 |
| Resource and environmental studies | 331,665 | 92,909 |
| Surveys and consulting | 931 | 18 |
| Travel and accommodation | 3,337 | 114 |
| 539,318 | 157,974 |
Klaza project
The Klaza project includes a 100% interest in the Klaza group of claims, which consists of various mineral claims located in the Whitehorse Mining District, Yukon Territory. The claims were acquired under various agreements for consideration totaling $975,000. Certain of the claims are subject to a 1.5% net smelter returns royalty ("NSR") on all commercial production from the claims.
The Klaza project also includes the Val claims located in the Whitehorse Mining District, Yukon Territory, which were acquired under an option agreement that completed in 2015. Total payments under the option were $105,000 and the issue of 250,000 common shares having a value on issue of $96,957. There are no NSR interests against the claims.
The Klaza project also includes the BBB, Sked, Desk, Dade, Queen and Nor claims located in the Whitehorse Mining District, Yukon Territory, which were acquired in 2015 from controlling shareholder Strategic Metals Ltd. ("Strategic") in exchange for certain properties and a cash payment from Strategic. The Desk claims are subject to a 1% precious metal NSR and a ½% non-precious metal NSR on all commercial production from the claims.
For the six months ended June 30, 2020 and June 30, 2019
7. Share capital
The authorized share capital of the Company consists of unlimited common shares without par value and unlimited preferred shares without par value. All issued shares are fully paid.
Transactions for the issue of share capital during the six months ended June 30, 2020:
There were no transactions for the issue of share capital during the six months ended June 30, 2020.
Transactions for the issue of share capital during the six months ended June 30, 2019:
There were no transactions for the issue of share capital during the six months ended June 30, 2019.
Stock options
The Company has adopted an incentive stock option plan (the "Plan"). The essential elements of the Plan provide that the aggregate number of common shares of the Company's capital stock issuable pursuant to options granted under the Plan may not exceed 10% of the issued and outstanding common shares. Options granted under the Plan will have a maximum term of ten years. The exercise price of options granted under the Plan will not be less than the market price of the common shares (defined as the last closing market price of the Company's common shares immediately preceding the issuance of a news release announcing the granting of the options, or the date of grant in respect of options granted to consultants), or such other price as may be agreed to by the Company and accepted by the TSX-V. Vesting terms are determined by the Board of Directors at the time of grant.
A summary of the status of the Company's stock options as at June 30, 2020 and December 31, 2019, and changes during the period/year then ended is as follows:
| Period endedJune 30, 2020 | Year endedDecember 31, 2019 | |||
|---|---|---|---|---|
| Options | Weighted averageexercise price | Options | Weighted averageexercise price | |
| # | $ | # | $ | |
| Options outstanding, beginning of period/year | 5,705,000 | 0.25 | 8,585,000 | 0.25 |
| Granted | 6,550,000 | 0.15 | -- | |
| Expired | (3,130,000) | 0.25 | (2,645,000) | 0.25 |
| Cancelled | (80,000) | 0.15 | (235,000) | 0.25 |
| Options outstanding, end of period/year | 9,045,000 | 0.18 | 5,705,000 | 0.25 |
As at June 30, 2020, the Company has stock options outstanding and exercisable as follows:
| Expiry date | Exercise | Options | Options |
|---|---|---|---|
| price | exercisable | outstanding | |
| $ | # | # | |
| June 30, 2021 | 0.25 | 2,545,000 | 2,545,000 |
| February 13, 2025 | 0.15 | 1,625,000 | 6,500,000 |
| 4,170,000 | 9,045,000 |
The following table summarizes information about the stock options outstanding as at June 30, 2020:
| Number of | Weighted average | Weighted average |
|---|---|---|
| options outstanding | remaining life | exercise price |
| # | (years) | $ |
| 9,045,000 | 3.61 | 0.18 |
Rockhaven Resources Ltd. Notes to the Condensed Interim Financial Statements Unaudited – Prepared by Management
For the six months ended June 30, 2020 and June 30, 2019
7. Share capital (continued)
Stock options (continued)
During the six months ended June 30, 2020, 6,550,000 stock options were granted to Officers, Directors, related company employees, and consultants. The Company recorded the fair value of all options granted using the Black-Scholes option pricing model. Share-based payment expense was calculated using the following weighted average assumptions: expected life of options – five years, stock price volatility – 71.00%, no dividend yield, and a risk-free interest rate yield – 1.41%. The fair value is particularly impacted by the Company's stock price volatility, determined using data from the previous five years. No stock options were granted during the six months ended June 30, 2019.
Using the above assumptions, the fair value of options granted during the six months ended June 30, 2020, was $0.06 per option, for a total of $424,211. The total share-based payment expense for the six months ended June 30, 2020 was $278,424, which is presented as an operating expense, and includes only those options that vested during the period, and an accrual for the second vesting period which will occur in the next fiscal quarter.
During the six months ended June 30, 2020, 3,130,000 Officer, Director, and related company employee options, exercisable at $0.25 each, expired unexercised, and 30,000 related company employee options exercisable at $0.25 were cancelled. Accordingly, the original fair value of the expired options of $387,442 and the cancelled options of $4,696 has been reversed from contributed surplus and credited to deficit.
Additionally, during the six months ended June 30, 2020, 50,000 related company employee options, exercisable at $0.15 were cancelled upon the employee leaving employment. Accordingly, the fair value of the cancelled options of $1,687 which was recognized as share-based payment expense during the period then ended, has been reversed from share-based payments.
During the six months ended June 30, 2019, 2,545,000 Officer, Director, and related company employee options, exercisable at $0.25 each, expired unexercised. The original fair value of the cancelled options was $325,709 and on vesting was charged to share-based payment expense and credited to contributed surplus. As a result of the options expiring, $325,709 has been reversed from contributed surplus and credited to deficit.
Warrants
As an incentive to complete private placements, the Company may issue units which include common shares and common share purchase warrants. Using the residual value method, the Company determines whether a value should be allocated to the warrants attached to the units sold in completed private placements.
Finders' warrants may be issued as a private placement share issue cost and are valued using the Black-Scholes option pricing model.
A summary of the status of the Company's warrants as at June 30, 2020 and December 31, 2019, and changes during the period/year then ended is as follows:
| Period endedJune 30, 2020 | Year endedDecember 31, 2019 | |||
|---|---|---|---|---|
| Weighted average | Weighted average | |||
| Warrants | exercise price | Warrants | exercise price | |
| # | $ | # | $ | |
| Warrants outstanding, beginning of period/year | 32,517,820 | 0.20 | 2,500,000 | 0.19 |
| Issued | - | - | 30,017,820 | 0.20 |
| Warrants outstanding, end of period/year | 32,517,820 | 0.20 | 32,517,820 | 0.20 |
Notes to the Condensed Interim Financial Statements
Unaudited – Prepared by Management
For the six months ended June 30, 2020 and June 30, 2019
7. Share capital (continued)
Warrants (continued)
As at June 30, 2020, the Company had private placement warrants and finders' warrants outstanding and exercisable as follows:
| Warrants | Warrants | Exercise | |
|---|---|---|---|
| outstanding | exercisable | price | Expiry date |
| # | # | $ | |
| 500,000 | 500,000 | 0.165 | August 5, 2020 |
| 2,000,000 | 2,000,000 | 0.20 | August 31, 2020 |
| 3,333,333 | 3,333,333 | 0.20 | November 12, 2022 |
| 26,684,487 | 26,684,487 | 0.20 | August 30, 2024 |
| 32,517,820 | 32,517,820 |
- The 500,000 warrants exercisable at $0.165 each subsequently expired unexercised.
Contributed surplus
Contributed surplus includes the accumulated fair value of stock options recognized as share-based payments, the fair value of finders' warrants issued on private placements, and the residual value of warrants attached to private placement units, if any. Contributed surplus is increased by the fair value of these items on vesting and/or issuance and is reduced by corresponding amounts when the options or warrants expire or are exercised or cancelled.
| Options | Warrants | Total | |
|---|---|---|---|
| $ | $ | $ | |
| January 1, 2019 | 1,159,618 | 95,300 | 1,254,918 |
| Options expired | (325,709) | - | (325,709) |
| June 30, 2019 | 833,909 | 95,300 | 929,209 |
| January 1, 2020 | 790,508 | 106,890 | 897,398 |
| Options granted | 278,424 | - | 278,424 |
| Options expired | (387,442) | - | (387,442) |
| Options cancelled | (4,696) | - | (4,696) |
| June 30, 2020 | 676,794 | 106,890 | 783,684 |
8. Loss per share
The calculation of basic and diluted loss per share for the six months ended June 30, 2020 was based on the loss attributable to common shareholders of $368,607 (2019 – $119,115) and a weighted average number of common shares outstanding of 187,635,593 (2019 – 157,718,093).
All options and warrants were excluded from the diluted weighted average number of common shares calculation, as their effect would have been anti-dilutive.
Notes to the Condensed Interim Financial Statements
Unaudited – Prepared by Management
For the six months ended June 30, 2020 and June 30, 2019
9. Related party payables and transactions
A number of key management personnel and Directors hold positions in other entities that result in them having control or significant influence over the financial or operating policies of these entities. There were no loans to management personnel or Directors, or entities over which they have control or significant influence, during the six months ended June 30, 2020 and June 30, 2019.
Matthew Turner, the Company's President and CEO receives a monthly salary and incentive stock options. No other key management personnel or Directors receive salaries, non-cash benefits (other than incentive stock options), or other remuneration directly from the Company, other than noted below, and there are no employment contracts with them that cannot be terminated without penalty on thirty days' notice. Key management personnel and Directors participate in the Company's stock option plan.
During the six months ended June 30, 2020, 4,200,000 stock options were granted to key management personnel and Directors having a fair value on grant of $272,013. The options granted are exercisable at $0.15 until February 13, 2025, and vest over a one-year period ending February 13, 2021. No stock options were granted to related parties during the six months ended June 30, 2019.
During the six months ended June 30, 2020, 2,125,000 Officer and Director options expired, which had a fair value on grant date of $263,040. During the six months ended June 30, 2019, 1,875,000 Officer and Director options expired, which had a fair value on grant date of $239,962.
The Company transacted with the following related parties:
- (a) Archer, Cathro & Associates (1981) Limited ("Archer Cathro") is a geological consulting firm over which the CEO of Strategic has significant influence and ownership. Charges are for property location, acquisition, exploration, management, and office rent and administration.
- (b) Glenn Yeadon is a Director and the Company's Secretary. He controls Glenn R. Yeadon Personal Law Corporation ("Yeadon Law Corp.") which provides the Company with legal services.
- (c) Larry Donaldson is the Company's CFO. He is a principal of Donaldson Brohman Martin CPA, Inc. ("DBM CPA"), a firm in which he has significant influence. DBM CPA provides the Company with accounting and tax services.
- (d) Ian Talbot is the Company's COO. He provides the Company with monthly management services.
- (e) Matthew Turner is the Company's President and CEO. He provides the Company with management, administrative, corporate development and technical services.
- (f) Strategic has a controlling interest in the Company.
The aggregate value of transactions and outstanding balances with key management personnel and Directors and entities over which they have control or significant influence were as follows:
| Transactionssix months endedJune 30,2020$ | Transactionssix months endedJune 30,2019$ | BalancesoutstandingJune 30,2020$ | BalancesoutstandingDecember 31,2019$ | |
|---|---|---|---|---|
| Archer, Cathro | ||||
| - geological services | 198,588 | 32,667 | 65,051 | 15,538 |
| - rent and administration | 19,914 | 19,765 | 6,508 | 5,108 |
| 218,502 | 52,432 | 71,559 | 20,646 | |
| Yeadon Law Corp. | 17,556 | 8,908 | 5,040 | 11,579 |
| DBM CPA | 16,750 | 14,700 | 7,000 | 11,000 |
| Ian Talbot | 15,289 | 21,000 | 1,386 | - |
| (1) Matthew Turner | 67,821 | 80,481 | - | - |
| 335,918 | 177,521 | 84,985 | 43,225 |
(1) Includes geological services (within exploration (note 6)) of $30,830 for the six months ended June 30, 2020 (2019 - $31,263).
All related party balances are unsecured and are due within thirty days without interest.
Notes to the Condensed Interim Financial Statements
Unaudited – Prepared by Management
For the six months ended June 30, 2020 and June 30, 2019
9. Related party payables and transactions (continued)
The transactions with the key management personnel and Directors are included in operating expenses as follows:
- (a) Management, administration and corporate development fees
- Includes the services of the Company's COO, Ian Talbot.
- Includes charges by Archer Cathro for administrative personnel.
- (b) Management, administration and corporate development salaries
- Includes the portion of Matt Turner's salary related to management, administrative and corporate development services. The remainder of Matt Turner's salary is allocated to deferred exploration and evaluation expenditures for his project technical services.
- (c) Office rent
- Charged by Archer Cathro.
- (d) Professional fees
- Includes the legal services of the Company's Director and Secretary, Glenn Yeadon, charged to the Company by Yeadon Law Corporation.
- Includes the accounting and tax services of Company's CFO, Larry Donaldson, charged to the Company by DBM CPA.
10. Income taxes
Income tax recovery varies from the amount that would be computed from applying the combined federal and provincial income tax rate to loss before income taxes as follows:
| June 30, | June 30, | ||
|---|---|---|---|
| 2020 | 2019 | ||
| $ | $ | ||
| Loss for the period before income taxes | (409,845) | (160,006) | |
| Statutory Canadian corporate tax rate | 27.00% | 27.00% | |
| Anticipated income tax recovery | 110,658 | 43,202 | |
| Change in tax resulting from: | |||
| Unrecognized items for tax purposes | (74,428) | (2,311) | |
| Tax benefits to be renounced/renounced on flow-through expenditures | (56,066) | - | |
| Flow-through premium liability reduction | 61,074 | - | |
| Net deferred income tax recovery | 41,238 | 40,891 |
The significant components of the Company's deferred income tax liability are as follows:
| June 30,2020 | December 31,2019 | |
|---|---|---|
| $ | $ | |
| Mineral property interests | (4,235,744) | (4,090,129) |
| Unclaimed investment tax credits | 538,775 | 538,775 |
| Non-capital loss carry forwards | 1,648,325 | 1,511,043 |
| Share issue and other costs | 33,252 | 44,755 |
| Net deferred income tax liability | (2,015,392) | (1,995,556) |
Notes to the Condensed Interim Financial Statements
Unaudited – Prepared by Management
For the six months ended June 30, 2020 and June 30, 2019
10. Income taxes (continued)
As at June 30, 2020 the Company has non-capital loss carry forwards of approximately $6,105,000 which expire as follows: $109,000 in 2026, $97,000 in 2027, $391,000 in 2028, $332,000 in 2029, $373,000 in 2030 and $4,803,000 thereafter.
As at June 30, 2020 the Company has unused capital losses of approximately $2,274,000 (December 31, 2019 - $2,274,000) which have no expiry dates and can only be used to reduce future income from capital gains. The Company has not recognized a deferred income tax benefit on these losses or on accumulated unrealized losses, as it is unlikely that capital gains will be realized to utilize the losses.
As at June 30, 2020 the Company has unclaimed resource and other deductions in the amount of approximately $20,829,000 (December 31, 2019 - $20,829,000), which may be deducted against future taxable income.
As at June 30, 2020 the Company has share issue and other capital costs totaling approximately $123,000 (December 31, 2019 - $166,000), which have not been claimed for income tax purposes.
As at June 30, 2020 the Company has unused investment tax credits totaling approximately $738,000 (December 31, 2019 - $738,000), which have not been claimed for income tax purposes. The tax credits expire as follows: $364,000 in 2031, $319,000 in 2032 and $51,000 in 2033, and $4,000 in 2034.
Income tax attributes are subject to review and potential adjustments by tax authorities.
11. Supplemental cash flow information
Changes in non-cash operating working capital during the six months ended June 30, 2020 and June 30, 2019 were comprised of the following:
| June 30, | June 30, | |
|---|---|---|
| 2020 | 2019 | |
| $ | $ | |
| Receivables and prepayments | 8,989 | (5,218) |
| Accounts payable and accrued liabilities | (46,478) | (19,452) |
| Accounts payable to related parties | (7,753) | (3,908) |
| Net change | (45,242) | (28,578) |
The Company incurred a non-cash investing activity during the six months ended June 30, 2020 and June 30, 2019 as follows:
| June 30,2020$ | June 30,2019$ | |
|---|---|---|
| Non-cash investing activity: | ||
| Deferred exploration expenditures included in accounts payable and related party payables | 146,163 | 1,309 |
| 146,163 | 1,309 |
During the six months ended June 30, 2020 and June 30, 2019, no amounts were paid on account of interest or income taxes.
Rockhaven Resources Ltd. Notes to the Condensed Interim Financial Statements Unaudited – Prepared by Management
For the six months ended June 30, 2020 and June 30, 2019
12. Financial risk management
Capital management
The Company is a junior exploration company and considers items included in shareholders' equity as capital. The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of underlying assets. In order to maintain or adjust its capital structure, the Company may issue new shares, purchase shares for cancellation pursuant to normal course issuer bids or make special distributions to shareholders. The Company is not subject to any externally imposed capital requirements and does not presently utilize any quantitative measures to monitor its capital. The Company's capital structure as at June 30, 2020 is comprised of shareholders' equity of $36,257,828 (December 31, 2019 - $36,348,011).
The Company currently has no source of revenues. In order to fund future projects and pay for administrative costs, the Company will spend its existing working capital and raise additional funds as needed. The Company's ability to continue as a going concern on a long-term basis and realize its assets and discharge its liabilities in the normal course of business rather than through a process of forced liquidation is primarily dependent upon its ability to sell or option its mineral properties and its ability to borrow or raise additional financing from equity markets.
Financial instruments - fair value
The Company's financial instruments consist of cash and cash equivalents, marketable securities, accounts payable and accrued liabilities, and accounts payable to related parties.
The carrying value of accounts payable and accrued liabilities and accounts payable to related parties approximates their fair value because of the short-term nature of these instruments.
Financial instruments measured at fair value on the statement of financial position are summarized into the following fair value hierarchy levels:
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
| Level 1 | Level 2 | Level 3 | Total | |
|---|---|---|---|---|
| $ | $ | $ | $ | |
| June 30, 2020 | ||||
| Cash and cash equivalents | 2,239,894 | - | - | 2,239,894 |
| Marketable securities | 49,800 | - | - | 49,800 |
| 2,289,694 | - | - | 2,289,694 | |
| December 31, 2019 | ||||
| Cash and cash equivalents | 2,829,887 | - | - | 2,829,887 |
| Marketable securities | 47,033 | - | - | 47,033 |
| 2,876,920 | - | - | 2,876,920 |
Unaudited – Prepared by Management
For the six months ended June 30, 2020 and June 30, 2019
12. Financial risk management (continued)
Financial instruments - risk
The Company's financial instruments are exposed to certain financial risks, including credit risk, interest rate risk, market risk, and liquidity risk.
a) Credit risk
The Company is exposed to credit risk by holding cash and cash equivalents and receivables. This risk is minimized by holding the funds in a Canadian bank. The Company has minimal accounts receivable exposure as its refundable credits are due from the Canadian government.
b) Interest rate risk
The Company is exposed to interest rate risk because of fluctuating interest rates. Fluctuations in market rates do not have a significant impact on the Company's operations due to the short term to maturity and no penalty cashable feature of its cash equivalents. For the six months ended June 30, 2020 every 1% fluctuation in interest rates up or down would have impacted loss during the period, up or down, by approximately $12,700 (2019 - $1,700) before income taxes.
c) Market risk
The Company is exposed to market risk because of the fluctuating values of its publicly traded marketable securities. The Company has no control over these fluctuations and does not hedge its investments. Based on the June 30, 2020 value of marketable securities every 10% increase or decrease in the share prices of these companies would have impacted loss during the period, up or down, by approximately $5,000 (2019 - $3,300) before income taxes.
d) Liquidity risk
Liquidity risk is the risk that the Company is unable to meet its financial obligations as they come due. The Company manages this risk by careful management of its working capital to ensure its expenditures will not exceed available resources.
Unaudited – Prepared by Management
For the six months ended June 30, 2020 and June 30, 2019
13. Commitments
Exploration Benefits Agreement:
The Company has an Exploration Benefits Agreement with the Little Salmon Carmacks First Nation ("LSCFN"), which establishes a framework between the parties for the ongoing exploration of the Company's Klaza project. Under the Agreement the Company is required to pay LSCFN an annual fee equal to 2% of specified on-site exploration activities on the Klaza project during each calendar year, payable by March 31 of the following year. The fee accruals each period are included in deferred exploration expenditures and in accrued liabilities.
During the six months ended June 30, 2020, the Company paid its annual fee relating to the 2019 year of $23,805 (2019 - $583).
Flow-through premium liability:
On August 30, 2019, the Company completed a private placement of flow-through units for gross proceeds of $2,989,308. The Company is required to spend the funds on qualified exploration programs no later than December 31, 2020. The Company renounced the expenditures and available income tax benefits to the flow-through shareholders effective December 31, 2019. As at June 30, 2020, approximately $1,843,000 of the funds had been spent (December 31, 2019 – approximately $1,635,000 had been spent).
On November 12, 2019, the Company completed a private placement of flow-through units for gross proceeds of $500,000. The Company is required to spend the funds on qualified exploration programs no later than December 31, 2020. The Company renounced the expenditures and available income tax benefits to the flow-through shareholders effective December 31, 2019. As at June 30, 2020, and December 31, 2019, none of the funds had been spent.
In July 2020, the Canadian Government provided relief with respect to COVID-19 by providing companies with an additional 12 months in which they can spend eligible flow-through expenditures and provided interest relief on unspent funds.
Under the Income Tax Act flow-through look-back rules, the Company now has until December 31, 2021 to spend the remaining amount of flow-through funds. Amounts spent after February 1, 2020, continue to be subject to a floating rate interest tax of 2% per annum, however the Company anticipates that it will spend all flow-through amounts within the new time-frames announced by the Government, so no interest tax will be applicable.
A summary of the Company's flow-through premium liability as at June 30, 2020 and December 31, 2019, and changes during the period/year then ended is as follows:
| June 30,2020 | December 31,2019 | |
|---|---|---|
| $ | $ | |
| Balance, beginning of period/year | 481,598 | - |
| Addition - August 30, 2019 private placement | - | 879,208 |
| Addition - November 12, 2019 private placement | - | 83,333 |
| Reduction - pro rata based on eligible expenditures | (61,074) | (480,943) |
| Balance, end of period/year | 420,524 | 481,598 |
14. Event after the reporting period
On August 20, 2020, the Company closed a private placement consisting of the issue of:
- (a) 17,900,877 flow-through units at a price of $0.285 per unit for gross proceeds of $5,101,750. Each unit consisting of one flow-through common share and one-half of a share purchase warrant, with each whole warrant being exercisable into a non-flow-through common share at an exercise price of $0.29 until August 20, 2022.
- (b) 2,500,000 non-flow-through units at a price of $0.20 per unit for gross proceeds of $500,000. Each unit consisting of one non-flow-through common share and one-half of a share purchase warrant, with each whole warrant being exercisable into a non-flow-through common share at an exercise price of $0.29 until August 20, 2022
In connection with the private placement the Company paid finders' fees of $249,000 cash and issued 888,000 finder's warrants having the same terms as the private placement warrants.