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ROK Resources Inc. — Interim / Quarterly Report 2021
Aug 27, 2021
45743_rns_2021-08-27_05425eee-2167-42c5-b415-13fef9814e87.pdf
Interim / Quarterly Report
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INTERIM CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2021
NOTICE OF NO AUDITORS' REVIEW OF INTERIM FINANCIAL STATEMENTS
The accompanying unaudited interim condensed financial statements of ROK Resources Inc. have been prepared by and are the responsibility of the Company's management. The Company's independent auditor has not performed a review of these financial statements in accordance with standards established by the Chartered Professional Accountants of Canada for a review of interim financial statements by an entity's auditors.
INTERIM CONDENSED STATEMENTS OF FINANCIAL POSITION
| (Unaudited, expressed in Canadian Dollars) | June 30, 2021 | December 31, 2020 |
|---|---|---|
| Assets | ||
| Current Assets | ||
| Cash and cash equivalents | 1,753,051 | 1,420,067 |
| Accounts receivable | 775,979 | 445,095 |
| Prepaids and deposits | 690,352 | 86,974 |
| 3,219,382 | 1,952,136 | |
| Non‐current Assets | ||
| Property, plant and equipment (Note 5) | 8,522,233 | 3,434,274 |
| Exploration & evaluation assets (Note 6) | 1,300,558 | 1,178,458 |
| 13,042,173 | 6,564,868 | |
| Liabilities | ||
| Current Liabilities | ||
| Accounts payable and accrued liabilities | 538,785 | 355,611 |
| Current portion of debt notes (Note 7) | 1,056,609 | ‐ |
| 1,595,394 | 355,611 | |
| Non‐current Liabilities | ||
| Non‐current portion of debt notes (Note 7) | 2,322,483 | ‐ |
| Decommissioning obligations | 3,946,008 | 3,304,071 |
| 7,863,885 | 3,659,682 | |
| Shareholders' Equity | ||
| Share capital (Note 8a) | 6,309,267 | 3,607,761 |
| Warrants (Note 8b) | 788,997 | 446,044 |
| Contributed surplus (Note 8c) | 52,397 | 54,263 |
| Deficit | (1,972,373) | (1,202,882) |
| 5,178,288 | 2,905,186 | |
| 13,042,173 | 6,564,868 |
Going concern (Note 2) Commitments (Note 11) Subsequent events (Note 13)
INTERIM CONDENSED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS
For the three and six months ended June 30
| Three months ended | Six months ended | |||
|---|---|---|---|---|
| (Unaudited, expressed in Canadian Dollars) | 2021 | 2020 | 2021 | 2020 |
| Revenue: | ||||
| Oil and natural gas sales (Note 9) | 709,209 | ‐ | 1,149,236 | ‐ |
| Royalties | (136,277) | ‐ | (220,469) | ‐ |
| Revenue | 572,932 | ‐ | 928,767 | ‐ |
| Expenses and other items: | ||||
| Operating expenses | 265,088 | ‐ | 480,653 | ‐ |
| General and administrative | 421,249 | 156,237 | 676,762 | 304,753 |
| Business development | ‐ | 56,652 | 81,726 | 65,747 |
| Stock‐based compensation (Note 8c) | 8,437 | 27,366 | 16,781 | 54,732 |
| Depletion and depreciation (Note 5) | 206,026 | ‐ | 361,900 | ‐ |
| Net finance expense (income) | 65,210 | (158) | 78,590 | (2,272) |
| Foreign exchange loss (gain) | 973 | 2,603 | 1,846 | (3,498) |
| 966,983 | 242,700 | 1,698,258 | 419,462 | |
| Net loss and comprehensive loss | (394,051) | (242,700) | (769,491) | (419,462) |
| Loss per share – basic and diluted (Note 8d) | (0.01) | (0.01) | (0.01) | (0.01) |
| Weighted average number of common shares outstanding | 64,688,609 | 43,274,268 | 61,909,283 | 43,274,268 |
INTERIM CONDENSED STATEMENTS OF CASH FLOWS
For the three and six months ended June 30
| 2021202020212020(Unaudited, expressed in Canadian Dollars)Cash flows provided by (used in):Operating activitiesLoss(394,051)(242,700)(769,491)Adjustments for:Depletion and depreciation206,026‐361,900‐Stock‐based compensation8,43727,36616,781Foreign exchange loss (gain)9732,6041,846Net finance expense (income)65,210(158)78,590Abandonment costs paid(4,284)‐(4,662)‐Change in non‐cash working capital (Note 13)(190,873)35,290(136,743)(308,562)(177,598)(451,779)Investing activitiesNet asset acquisitions (Note 7b)(3,927,760)(274,446)(3,927,760)Expenditures on property, plant and equipment(83,933)‐(115,232)‐Expenditures on exploration and evaluation assets(74,631)(24,094)(122,100)Change in non‐cash working capital (Note 13)(579,345)‐(579,345)‐(4,665,669)(298,540)(4,744,437)Financing activitiesProceeds on private placement, net of costs (Note 8a)2,134,968‐2,134,968‐Proceeds on debt financing, net of costs (Note 7)3,409,725‐3,409,725‐Proceeds on subscription receipts(70,000)‐‐‐Proceeds on option exercises (Note 8c)‐‐22,500‐Net finance received (paid)(805)158(1,147)Change in non‐cash working capital (Note 13)(35,000)‐(35,000)‐5,438,8881585,531,046Foreign exchange gain (loss) on cash(973)(2,604)(1,846)3,498Increase (decrease) in cash and cash equivalents463,684(478,584)332,984(650,339) | Three months ended | Six months ended | ||
|---|---|---|---|---|
| (419,462) | ||||
| 54,732 | ||||
| (3,498) | ||||
| (2,272) | ||||
| 12,931 | ||||
| (357,569) | ||||
| (274,446) | ||||
| (24,094) | ||||
| (298,540) | ||||
| 2,272 | ||||
| 2,272 | ||||
| Cash and cash equivalents, beginning of period1,289,3671,078,5451,420,067 | 1,250,300 | |||
| Cash and cash equivalents, end of period1,753,051599,9611,753,051 | 599,961 |
Cash is defined as cash and cash equivalents.
INTERIM CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
| (dd,ddllar)UniteinCaianDoauexpressenas | fbeNumr o | Coibudtrten | ||||
|---|---|---|---|---|---|---|
| haSres | halSCaitarep | Wtsarran | luSurps | ficiDet | lTota | |
| lanbe32020BaDe1,tceacemr | 8,996,6557 | 3,6067,71 | 6,04444 | 26354, | ()202,8821, | 2,90865,1 |
| loNetss | ‐ | ‐ | ‐ | ‐ | ()69,9174 | ()69,9174 |
| lacivaJu2021Prtet,pemenne | 11,000,000 | 1,83975,5 | 29,6095 | ‐ | ‐ | 2,134,968 |
| hadSissinisiiot at atresuenessecquns | 4,20,0005 | 800075, | ‐ | ‐ | ‐ | 800075, |
| dWissinNoiningFtstearranueanc | ‐ | ‐ | 83,344 | ‐ | ‐ | 83,344 |
| k oSioisetotcpnexerc | 225,000 | 41,147 | ‐ | ()18,647 | ‐ | 22,500 |
| k‐badSiototcsecompensan | ‐ | ‐ | ‐ | 16,781 | ‐ | 16,781 |
| la30,202BaJu1tnceane | 674,471,57 | 6,309,267 | 88,9977 | 2,3957 | ()92,331,77 | 8,2885,17 |
| lanbeBaDe31,2019tceacemr | 43,274,268 | 87,210,218 | 40,004 | 31,586,276 | ()116,790,578 | 2,045,920 |
| loNetss | ‐ | ‐ | ‐ | ‐ | ()419,462 | ()419,462 |
| k‐badioStotcsecompensan | ‐ | ‐ | ‐ | 54,732 | ‐ | 54,732 |
| lanBaJu30,2020tceane | 43,274,268 | 87,210,218 | 40,004 | 31,641,008 | ()117,210,040 | 1,681,190 |
1. REPORTING ENTITY
ROK Resources Inc. ("ROK" or the "Company") is a public company that is engaged in oil and gas exploration and development activities in Canada. The Company's head office is located in Regina, Saskatchewan, Canada. The Company's shares are listed and publicly traded on the TSX Venture Exchange (the "Exchange") under the trading symbol "ROK".
2. GOING CONCERN
These interim condensed financial statements have been prepared on a going concern basis, which assumes that the Company will be able to discharge its obligations and realize its assets in the normal course of operations for the foreseeable future. During the six months ended June 30, 2021, the Company incurred a loss of $0.8 million and used $0.5 million of cash flows in its operating activities, which were financed principally from proceeds from share issuances. As at June 30, 2021, the Company had a working capital balance of $1.6 million.
In the past year, the Company has acquired petroleum and natural gas assets with production capabilities. Until such time that these new producing assets generate sufficient cash flow to fund the Company's operations, the Company will continue to rely upon its remaining financial resources to fund administrative costs and the development of its oil and gas properties. These conditions indicate the existence of a material uncertainty that casts significant doubt about the Company's ability to continue as a going concern. While the Company intends to move forward with the development of its oil and gas assets, there is no guarantee that the Company will be successful in raising the capital required to fund ongoing operations and exploration and development activities or that the terms of a financing, if any, will be acceptable to the Company. The continued volatility of commodity prices and the COVID‐19 global pandemic and its impact on the economy further increases the risk associated with obtaining the capital necessary to develop the Company's oil and gas properties.
Management believes that the going concern assumption is appropriate for these interim condensed financial statements and that the Company will be able to fund its operations during the upcoming year. Should the going concern assumption not be appropriate and the Company is not able to realize its assets and settle its liabilities in the normal course of operations, these financial statements would require adjustments to the amounts and classifications of assets and liabilities.
3. BASIS OF PRESENTATION
Statement of compliance
These interim condensed financial statements have been prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting" under International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board.
These interim condensed financial statements follow the same accounting policies and method of computation as the Company's annual audited financial statements for the year ended December 31, 2020, with the exception of certain disclosures that are normally required to be included in annual financial statements which have been condensed or omitted. These interim condensed financial statements should be read in conjunction with the Company's annual audited financial statements for the year ended December 31, 2020.
These interim condensed financial statements were authorized for issue by the Board of Directors on August 27, 2021.
Basis of measurement
These interim condensed financial statements have been prepared on the historical cost basis except for certain financial and non‐financial assets and liabilities, which have been measured at fair value. The methods used to measure fair value are consistent with the Company's December 31, 2020 audited financial statements.
More than a year after being declared a global pandemic by the World Health Organization in March 2020, COVID‐ 19 continues to impact global economic conditions. Global financial markets, and commodity prices in particular, have experienced significant volatility and uncertainty. Crude oil and natural gas prices have recovered from the historic lows observed in the first two quarters of 2020 and exceeded pre‐pandemic levels during the first half of 2021. While the current outlook for commodity prices is relatively strong, long‐term price support from future demand remains uncertain. The scale and duration of these developments remain uncertain but could impact the Company's operations, future net earnings and cash flows given the COVID‐19 pandemic is an evolving situation that will continue to have widespread implications for the Company's business environment and financial condition. Management cannot reasonably estimate the length or severity of this pandemic, or the extent to which the disruption may materially impact the Company's financial statements in fiscal 2021 and beyond.
The preparation of financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. By their nature, estimates are subject to measurement uncertainty and changes in such estimates in future periods could require a material change in the financial statements. Accordingly, actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future years affected.
Estimates and judgements made by management in the preparation of these interim condensed financial statements are subject to a higher degree of measurement uncertainty during this volatile period.
Functional and presentation currency
These interim condensed financial statements are presented in Canadian dollars ("CAD").
Significant accounting policies
The Company's significant accounting policies can be read in Note 4 to the Company's annual audited financial statements as at and for the year ended December 31, 2020.
The IASB has issued a number of new accounting standards, amendments to accounting standards, and interpretations that are effective for annual periods beginning on or after January 1, 2021. None of the accounting pronouncements are expected to have a material impact upon initial adoption. The Company will continue to evaluate the impact of the pronouncements which will be adopted on their respective effective dates.
4. TRANSACTIONS
The below amounts are estimates which were made by management at the time of the preparation of these financial statements based on information then available. Amendments may be made to these amounts as values subject to estimate are finalized for a period of up to one year.
a) Carievale Farmout
In March 2021, the Company entered into a farmout agreement to acquire the rights to earn certain undeveloped oil and gas assets in Southeastern Saskatchewan. The Company will participate in the drilling, completion and equipping of two earning wells, paying 70% of the costs to earn a 35% working interest in the two earning wells, plus a 35% working interest in approximately 2,900 gross acres of prospective undeveloped lands. Prior to March 31, 2022, the Corporation has the option to purchase up to a 50% interest in the undeveloped oil and gas assets, which includes two producing oil and gas wells.
b) Non‐Operated Carnduff Acquisition
In February 2021, the Company entered into a purchase and sale agreement to acquire certain producing petroleum and natural gas assets and interest in a multi‐well facility within the Carnduff area of Southeastern Saskatchewan. Total consideration for the acquisition was the assumption of all liabilities associated with the acquired assets.
The transaction was accounted for as an acquisition of net assets with the following net fair values assigned:
| Development and production assets | 362,498 |
|---|---|
| Decommissioning liability | (362,498) |
| Total net assets acquired | ‐ |
c) Non‐Operated Florence Asset Acquisition
In April 2021, the Company closed the acquisition of non‐operated working interest in certain producing petroleum and natural gas properties located within the Florence area of Southeastern Saskatchewan. The acquired assets also include associated facilities and land, as well as associated liabilities relating to future abandonment obligations on well and facility sites.
The transaction was accounted for as an acquisition of net assets with the following preliminary net fair values assigned:
| Development and production assets | 2,078,723 |
|---|---|
| Decommissioning liability | (214,315) |
| Total net assets acquired | 1,864,408 |
| Cash consideration | 1,500,000 |
| Share consideration | 380,000 |
| Purchase price adjustments | (45,538) |
| Transaction costs | 29,946 |
| Total purchase price | 1,864,408 |
As of June 30, 2021, a balance of $57,377 was included in accounts receivable representing balances owed by the seller to the Company in accordance with preliminary adjustments related to this acquisition.
d) Operated Florence Asset Acquisition
In May 2021, the Company closed the acquisition of operated working interest in certain producing petroleum and natural gas properties located within the Florence area of Southeastern Saskatchewan. The acquired assets also include associated facilities and land, as well as associated liabilities relating to future abandonment obligations on well and facility sites.
The transaction was accounted for as an acquisition of net assets with the following preliminary net fair values assigned:
| Development and production assets | 3,062,616 |
|---|---|
| Decommissioning liability | (214,264) |
| Total net assets acquired | 2,848,352 |
| Cash consideration | 2,500,000 |
| Share consideration | 405,000 |
| Purchase price adjustments | (102,274) |
| Transaction costs | 45,626 |
| Total purchase price | 2,848,352 |
As of June 30, 2021, a balance of $122,950 was included in accounts receivable representing balances owed by the seller to the Company in accordance with preliminary adjustments related to this acquisition.
e) Glen Ewen Asset Acquisition
In June 2020, the Company closed the acquisition of certain petroleum and natural gas properties located within the Glen Ewen area of Southeastern Saskatchewan. The acquired assets also include associated facilities and land directly adjacent to the Company's existing land base within the project area, as well as associated liabilities relating to future abandonment obligations on well and facility sites.
The transaction was accounted for as an acquisition of net assets with the following net fair values assigned:
| Development and production assets | 1,238,691 |
|---|---|
| Decommissioning liability | (1,086,989) |
| Total net assets acquired | 151,702 |
| Cash consideration | 70,000 |
| Purchase price adjustments | 45,789 |
| Transaction costs | 35,913 |
| Total purchase price | 151,702 |
As of December 31, 2020, a balance of $157,863 was included in accounts receivable representing balances owed by the seller to the Company in accordance with the final statement of adjustments related to this acquisition. This balance was collected subsequently in January 2021.
5. PROPERTY, PLANT AND EQUIPMENT
The Company's property, plant and equipment ("PP&E") consist of development and production assets ("D&P"). D&P assets include the Company's interests in developed petroleum and natural gas properties, as well as interests in infrastructure such as facilities and pipelines. PP&E consist of the following D&P asset amounts:
| Cost | |
|---|---|
| Balance, December 31, 2019 | ‐ |
| Acquisitions (Note 4e) | 1,238,691 |
| Change in discount rate on acquisition | 2,287,770 |
| Additions | 241,865 |
| Change in decommissioning provision | (74,516) |
| Balance, December 31, 2020 | 3,693,810 |
| Acquisitions (Note 4a, 4b, 4c, 4d) | 5,503,837 |
| Additions | 115,232 |
| Change in decommissioning provision | (169,210) |
| Balance, June 30, 2021 | 9,143,669 |
| Accumulated Depletion & Depreciation | |
| Balance, December 31, 2019 | ‐ |
| Depletion & depreciation | 259,536 |
|---|---|
| Balance, December 31, 2020 | 259,536 |
| Depletion & depreciation | 361,900 |
| Balance, June 30, 2021 | 621,436 |
Net Book Value
| At December 31, 2020 | 3,434,274 |
|---|---|
| Balance, June 30, 2021 | 8,522,233 |
At June 30, 2021, the balance of PP&E primarily consisted of those oil and gas properties acquired as part of the transactions outlined in Note 4 as well as ongoing capital additions. Future development costs in the amount of $18.8 million were included in the depletion calculated for the period ended June 30, 2021.
6. EXPLORATION AND EVALUATION ASSETS
Exploration and evaluation ("E&E") assets consist of the following amounts:
| Balance, December 31, 2019 | 918,246 |
|---|---|
| Additions | 260,212 |
| Balance, December 31, 2020 | 1,178,458 |
| Additions | 122,100 |
| Balance, June 30, 2021 | 1,300,558 |
The Company's E&E assets represent the recognized acquisition value and subsequent costs incurred in relation to the undeveloped land interests located in Saskatchewan on which it intends to conduct petroleum and natural gas exploratory work. At June 30, 2021, there were no indicators of impairment.
7. DEBT NOTES
In June 2021, the Company completed the first tranche of $3,500,000 of senior secured notes of the Company ("Notes"), with each Note consisting of a principal amount of $1,000 and with interest payable thereon at a rate of 14% per annum over a term of three years from the date of issuance thereof (the "Note Financing"). In July 2021, a second tranche of $500,000 of Notes was closed by the Company under the same terms. The Company has the option to fully repay the Notes at no penalty after two years from the date of issuance. Similarly, the Noteholders can demand repayment after two years from the date of issuance. Payments of interest only will be made during
the first year of the term of the Notes and blended payments of interest and principal will be made during the second and third year of the term of the Notes. The Notes are secured by the assets of the Company and are senior to all other indebtedness of the Company.
In addition, 500 purchase warrants were issued to participants in the Note Financing for each $1,000 principal amount of Notes purchased, with each purchase warrant being exercisable for one Class B Share at an exercise price of $0.35 per warrant for a period of two years.
Given the Note Financing consisted of Notes and purchase warrants, the equity and debt components must be bifurcated. The value assigned to the liability on the date of issuance was the present value of the contractually determined stream of future cash flows discounted at 16.6%, being the estimated rate that the market would apply to an instrument with comparable credit status and provide substantially the same cash flows, on the same terms, but without the issuance of purchase warrants. From the date of issuance, the liability component accretes up to its principal value using the effective interest method, with the charge recorded in finance (income) expenses in the consolidated statement of loss.
The components of the Company's convertible debentures as of June 30, 2021, are as follows:
| Liability | |||
|---|---|---|---|
| Component | Warrants | Total | |
| On date of issuance, net of transaction costs | 3,326,381 | 83,344 | 3,409,725 |
| Interest payable | 48,329 | ‐ | 48,329 |
| Accretion | 4,382 | ‐ | 4,382 |
| Balance, June 30, 2021 | 3,379,092 | 83,344 | 3,462,436 |
8. SHARE CAPITAL
a) Common shares
At June 30, 2021, the Company was authorized to issue an unlimited number of Class B Shares, with no par value, with holders of Class B Shares entitled to two votes per share and to dividends, if declared. Outstanding Class B Shares as of June 30, 2021, are as follows:
| Common shares | Amount | |
|---|---|---|
| Balance, December 31, 2019 | 43,274,268 | 87,210,218 |
| Private placement, July 2020 | 7,692,308 | 362,012 |
| Private placement, November 2020 | 6,960,000 | 1,078,397 |
| Stock option exercise | 920,000 | 138,036 |
| Warrant exercise | 150,000 | 23,400 |
| Elimination of deficit (1) | ‐ | (85,204,302) |
| Balance, December 31, 2020 | 58,996,576 | 3,607,761 |
| Shares issued for asset acquisitions (Note 4c, 4d) | 4,250,000 | 785,000 |
| Private placement, June 2021 | 11,000,000 | 1,875,359 |
| Stock option exercise | 225,000 | 41,147 |
| Balance, June 30, 2021 | 74,471,576 | 6,309,267 |
(1) At the Company's annual general meeting on December 18, 2020, the shareholders of the Company approved a resolution to reduce share capital and contributed surplus for accounting purposes, without the payment of or a reduction to stated or paid‐up capital, by the amount of the deficit on December 31, 2019 of $116.8 million. As a result, share capital was reduced by $85.2 million and contributed surplus was reduced by $31.6 million as of December 31, 2020.
In May 2021, the Company completed the first closing of a private placement for a total of $1,790,000, whereby 8,950,000 units of the Company were issued at a price of $0.20 per unit. In June 2021, the second closing of the aforementioned private placement for a total of $410,000 through the issuance of an additional 2,050,000 was completed, bringing total gross proceeds to $2,200,000, before issuance costs, for 11,000,000 units. Each unit consists of one Class B Share in the capital of the Company and one half of one purchase warrant. Each purchase warrant is exercisable for one Class B Share at an exercise price of $0.35 per purchase warrant for a period of two years. The Company allocated $1,945,292 of net proceeds from the private placement to share capital and $254,708 to purchase warrants. The warrant fair value was determined based on a Black‐Scholes option pricing model (see Note 8b).
In connection with the offering, commissions were paid to brokers and finders in an amount of $56,000 plus the issuance of a total of 280,000 broker warrants, with each such broker warrant exercisable for one Class B Share at an exercise price of $0.35 per broker warrant for a period of two years. The issuance costs on the private placement totaling $79,090 were allocated to share capital of $69,933 and warrants of $9,157.
b) Warrants
The Company has issued and outstanding warrants exercisable to acquire Class B Shares of the Company that were issued as part of various private placement financings carried out in prior years.
A summary of the changes in warrants is presented below:
| Weighted average | ||
|---|---|---|
| Warrants | exercise price | |
| Balance, December 31, 2019 | 6,666,667 | 0.15 |
| Purchase warrants issued, July private placement | 7,692,308 | 0.15 |
| Purchase warrants issued, November private placement | 3,480,000 | 0.30 |
| Broker warrants issued, November private placement | 70,000 | 0.30 |
| Warrants exercised | (150,000) | 0.15 |
| Balance, December 31, 2020 | 17,758,975 | 0.18 |
| Purchase warrants issued, June private placement | 5,500,000 | 0.35 |
| Broker warrants issued, June private placement | 280,000 | 0.35 |
| Purchase warrants issued, Note Financing | 1,750,000 | 0.35 |
| Balance, June 30, 2021 | 25,288,975 | 0.23 |
Purchase warrants on private placement
Pursuant to the private placement of units (see Note 8a), the Company issued 11,000,000 units, each consisting of one Class B Share in the capital of the Company and one half of one purchase warrant, for a total 5,500,000 purchase warrants. Each warrant can be exercised to purchase one additional Class B Shares at an exercise price of $0.35 for a period of two years. A fair value of $245,551 was recognized at the time of issuance of these purchase warrants. In connection with the above, brokers and finders received 280,000 non‐transferable broker warrants. Each broker warrant is exercisable into one Class B Share at a price of $0.35 per share for a period of 2 years. A fair value $14,058 was recognized at the time of the issuance of these broker warrants.
Purchase warrants on Note Financing
Pursuant to the first and second tranche of the Note Financing (See Note 7), the Company issued 1,750,000 purchase warrants to Noteholders. Each purchase warrant can be exercised to purchase one Class B Shares at an exercise price of $0.35 for a period of two years. A fair value of $83,344 was recognized at the time of issuance of these purchase warrants.
| Number of warrants | Weighted average term to | Number of warrants | |
|---|---|---|---|
| Exercise prices | outstanding | expiry (years) | exercisable |
| 0.15 | 14,208,975 | 1.03 | 14,208,975 |
| 0.30 | 3,550,000 | 1.36 | 3,550,000 |
| 0.35 | 7,530,000 | 1.86 | 7,530,000 |
| 25,288,975 | 1.32 | 25,288,975 |
The following summarizes information about total purchase warrants outstanding as at June 30, 2021:
c) Stock options
The Company has a stock option plan whereby options can be granted from time to time to directors, employees and consultants at the discretion of the Board of Directors. The number of options that can be granted is limited to 10% of the total shares issued and outstanding. Options issued typically vest one‐third on the date of the grant, one‐ third after one year following the date of the grant, and one‐third after two years following the grant date. Options issued expire five years following the date of the grant.
A summary of the changes in stock options is presented below:
| Weighted average | ||
|---|---|---|
| Stock options | exercise price | |
| Balance, December 31, 2019 | 3,910,000 | 0.12 |
| Options forfeited | (166,667) | 0.15 |
| Expired options | (83,333) | 0.15 |
| Options exercised | (920,000) | 0.10 |
| Balance, December 31, 2020 | 2,740,000 | 0.13 |
| Options exercised | (225,000) | 0.10 |
| Balance, June 30, 2021 | 2,515,000 | 0.13 |
| Exercisable, June 30, 2021 | 1,981,666 | 0.13 |
The following summarizes information about stock options outstanding as at June 30, 2021:
| Number of options | Weighted average term to | Number of options | |
|---|---|---|---|
| Exercise prices | outstanding | expiry (years) | exercisable |
| 0.10 | 915,000 | 1.91 | 915,000 |
| 0.15 | 1,600,000 | 3.43 | 1, 066,666 |
| 2,515,000 | 2.88 | 981,6661, |
No stock options were issued during the period ended June 30, 2021. For the six months ended June 30, 2021, the Company recognized $16,781 (June 30, 2020 ‐ $54,732) in stock‐based compensation expense. Recognized stock‐ based compensation is recorded as an expense and as contributed surplus.
d) Loss per share
For purposes of the loss per share calculations for the periods ended June 30, 2021 and 2020, there is no difference between the basic loss per share and the diluted loss per share amounts. For the period ended June 30, 2021, 2,515,000 options and 25,288,975 warrants (June 30, 2020 ‐ 3,910,000 options and 6,666,667 warrants) were excluded as their impact was anti‐dilutive.
9. REVENUE
The following table presents the Company's oil and natural gas revenue disaggregated by product type for the three and six months ended June 30, 2021 and 2020:
| Three months ended | Six months ended | |||
|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | |
| Oil sales | 656,481 | ‐ | 1,024,887 | ‐ |
| Natural gas sales | 36,003 | ‐ | 81,758 | ‐ |
| NGL sales | 16,725 | ‐ | 42,591 | ‐ |
| Total | 709,209 | ‐ | 1,149,236 | ‐ |
As at June 30, 2021, receivables from contracts with customers, which are included in accounts receivable, were $470,892 (December 31, 2020 ‐ $250,523).
10. FINANCIAL RISK MANAGEMENT
The Company has exposure to the following risks from its use of financial instruments:
- Credit risk
- Liquidity risk
- Market risk
This note presents information about the Company's exposure to each of the above risks and the Company's objectives, policies and processes for measuring and managing these risks, and the Company's management of capital. The Board of Directors has overall responsibility for the establishment and oversight of the Company's risk management framework. The Company's risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to market conditions and the Company's activities.
Credit risk
Credit risk reflects the risk of loss if counterparties do not fulfill their contractual obligations and arises principally from the Company's receivables from joint operations partners and petroleum and natural gas customers.
Receivables from petroleum and natural gas marketers are normally collected on the 25th day of the month following production. When production is not taken in kind, payment comes from the common stream operator and facility operator in which payment is typically received on the 25th day of the month following production. The Company's approach to mitigate credit risk associated with these balances is to maintain marketing relationships with established and reputable customers, common stream operators and facility operators that are considered to be creditworthy. The Company has not experienced any collection issues with its current common stream and facility operators.
Joint operations receivables are typically collected within two to three months of the joint operations billing being issued to the partner. The Company mitigates collection risk from joint operations receivables by obtaining partner approval of significant capital and operating expenditures prior to expenditure and, in certain circumstances, may collect cash deposits in advance of incurring financial obligations on behalf of joint operations partners. Joint operations receivables are from partners in the petroleum and natural gas industry who are subject to the risks and conditions of the industry. Significant changes in industry conditions and risks that negatively impact partners' ability to generate cash flow will increase the risk of not collecting joint operations receivables.
The Company has considered the impact of the COVID‐19 outbreak and the resulting decreases to commodity prices on the expected credit loss of the Company and has not noted a significant impact.
In determining the recoverability of trade and other receivables, the Company considers the type and age of the outstanding receivables, the credit risk of the counterparties, and the recourse available to the Company. The maximum exposure to credit risk for accounts receivable and accruals, net of expected credit loss at the reporting date by type of customer was:
| Carrying Amount | June 30, 2021 | December 31, 2020 |
|---|---|---|
| Oil and natural gas customers | 470,892 | 250,523 |
| Joint operations partners | 20,561 | 18,530 |
| Accruals and other | 284,526 | 176,042 |
| Total | 775,979 | 445,095 |
The Company applies the simplified approach to providing for expected credit losses as prescribed by IFRS 9, which permits the use of lifetime expected loss provision for all accounts receivable and accrued receivables. The expected credit losses below also incorporate forward looking information.
| Aging | June 30, 2021 | December 31, 2020 |
|---|---|---|
| 0 ‐ 30 days | 527,922 | 431,413 |
| 30 ‐ 90 days | 247,631 | 12,165 |
| Greater than 90 days | 426 | 1,517 |
| Expected credit loss | ‐ | ‐ |
| Total | 775,979 | 445,095 |
The Company considers amounts outstanding greater than 90 days to be past due, unless circumstances on particular balances provide certainty of collection. Receivables normally collectible within 30 to 60 days can take longer as information requests and timing can come into effect in dealing with receivables from joint venture partners. At June 30, 2021 there were no significant receivables which were considered past due (December 31, 2020 ‐ $nil).
The Company held cash and cash equivalents of $1,753,051 as at June 30, 2021 (December 31, 2020 ‐ $1,420,067). The Company manages the credit exposure related to cash and cash equivalents by selecting counter parties based on credit ratings and monitors all investments to ensure a stable return, avoiding complex investment vehicles with higher risk.
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due and describes the Company's ability to access cash. The impacts of the COVID‐19 outbreak and the resulting impact on commodity prices has increased the liquidity risk of the Company. The Company's approach to managing liquidity is to ensure, as far as possible, that it will have sufficient cash resources in order to finance operations, fund capital expenditures, and to repay debt and other liabilities of the Company as they come due, without incurring unacceptable losses or risking harm to the Company's reputation. The Company's processes for managing liquidity risk include preparing and monitoring capital and operating budgets, coordinating and authorizing project expenditures, and authorization of contractual agreements. The Company seeks additional financing based on the results of these processes. The budgets are updated when required as conditions change. See further discussion relating to liquidity in Note 2.
The following table outlines the contractual maturities of the Company's financial liabilities at June 30, 2021:
| Less than 1 year | 1‐2 years | Thereafter | Total | |
|---|---|---|---|---|
| Trade accounts payable | 528,893 | ‐ | ‐ | 528,893 |
| Capital payables | 9,892 | ‐ | ‐ | 9,892 |
| Debt Notes ‐ principal | 444,444 | 1,777,778 | 1,777,778 | 000,0004, |
| Debt Notes ‐ interest | 614,165 | 404,871 | 150,526 | 169,5621, |
| 1,597,394 | 2,182,649 | 1,928,304 | 708,3475, |
Market risk
Market risk is the risk or uncertainty that changes in price, such as commodity prices, foreign exchange rates, and interest rates will affect the Company's net earnings and the value of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable limits, while maximizing returns. From time to time, the Company may utilize financial derivative contracts to manage market risks in accordance with the risk management policy that has been approved by the Board of Directors. There were no financial contracts or embedded derivatives outstanding at June 30, 2021 or December 31, 2020.
Commodity price risk
Commodity price risk is the risk that the fair value of the future cash flows will fluctuate as a result of changes in commodity prices. Commodity prices for petroleum and natural gas are impacted by not only the US dollar, but also by world economic events that dictate the levels of supply and demand.
Despite modest recovery from the 20 year low reached in April 2020, oil prices continue to be volatile as a result of factors such as the COVID‐19 outbreak. Natural gas prices have also been adversely affected by oversupply and expectation of lower industrial demand, however the AECO gas reference price has improved relative to the comparative period of 2020.
| As of June 30 | 2021 | 2020 | % |
|---|---|---|---|
| WTI Cushing Oklahoma (US$/bbl ) (1) | 71.25 | 38.30 | 86 |
| Canadian Light Sweet 40 API ($/bbl ) (1) | 82.16 | 47.28 | 74 |
| NYMEX Henry Hub (US$/MMBtu) (1) | 3.26 | 1.70 | 92 |
| AECO 5A ($/GJ) (2) | 3.22 | 1.80 | 79 |
| Exchange rate (CA$/US$) (1) | 1.22 | 1.36 | (10) |
(1) Source: Sproule Associates Limited
(2) Source: ICE Report Center (NGX AB‐NIT Same Day Index 5A)
As at June 30, 2021, the Company had not entered into any derivative contracts or forward commodity sales contracts to manage its exposure to commodity price fluctuations.
Foreign currency risk
Foreign currency risk is the risk that the fair value of future cash flows will fluctuate as a result of changes in foreign currency exchange rates. While the majority of the Company's financing and administrative costs will be based and paid in Canadian dollars, the Company is exposed to the risk of fluctuations in foreign exchange rates between the Canadian dollar and the US dollar (US$) given the Company's realized pricing in Canadian dollars is directly influenced by US$ denominated benchmark pricing. As at June 30, 2021, the Company had not entered into any foreign currency derivatives to manage its exposure to currency fluctuations.
Interest rate risk
Interest rate risk is the risk that future cash flows will fluctuate as a result of changes in prevailing market interest rates. The Company is exposed to interest rate risk on its cash and cash equivalents and short‐term investments
that have a floating interest rate. Fluctuations of interest rates for the periods ended June 30, 2021 and 2020 would not have had a significant impact on the financial statements.
Fair value of financial instruments
The Company's financial instruments as at June 30, 2021, include cash and cash equivalents, accounts receivable, prepaids, and accounts payable and accrued liabilities.
The Company's financial instruments recorded at fair value require disclosure about how the fair value was determined based on significant levels of inputs described in accordance with the following hierarchy:
Level 1 ‐ inputs are based on quoted market prices in active markets that the Company has the ability to access at the measurement date.
Level 2 ‐ inputs are based on quoted prices in the markets that are not active or based on prices that are observable for the asset or liability.
Level 3 ‐ inputs are based on unobservable market data for the asset or liability.
The Company aims to maximize the use of observable inputs when preparing calculations of fair value. Classification of each measurement into the fair value hierarchy is based on the lowest level of input that is significant to the fair value calculation.
The fair value of cash and cash equivalents, accounts receivable, prepaids, accounts payable and accrued liabilities approximate their carrying amounts due to their short terms to maturity.
Capital management
The Company's objectives when managing capital are to ensure the Company will have sufficient financial capacity, liquidity, and flexibility to fund the Company's operations and potential strategic transactions for the foreseeable future (see Note 2). The Company is dependent upon funding these activities through a combination of available cash, debt and equity, which it considers to be the components of its capital structure as outlined below. To maintain or adjust the capital structure, from time to time the Company may issue or repurchase common shares or other securities, sell assets or adjust its capital spending to manage current and projected debt levels.
The Company monitors leverage and adjusts its capital structure based on its net debt level. Net debt is defined as the principal amount of its outstanding long‐term obligations less working capital, as defined above. In order to facilitate the management of its net debt, the Company prepares annual budgets, which are updated as necessary depending on varying factors including current and forecast commodity prices, changes in capital structure, execution of the Company's business plan and general industry conditions. The annual budget is approved by the Board of Directors and updates are prepared and reviewed as required.
| June 30, 2021 | December 31, 2020 | |
|---|---|---|
| Debt Notes (14%) | 4,048,329 | ‐ |
| Less: working capital (1) | 2,680,597 | 1,596,525 |
| Net debt (surplus) | 1,367,732 | (1,596,525) |
- Calculation of working capital excludes current portion of debt as presented on the interim condensed consolidated statement of financial position.
The Company regularly monitors its capital structure and, as necessary, adjusts to changing economic circumstances and the underlying risk characteristics of its assets in order to meet current and upcoming obligations and
investments by the Company. The Company frequently reviews alternate financing options and arrangements to meet its current and upcoming commitments and obligations.
The Company's objectives when managing capital are: (i) to maintain a flexible capital structure, which optimizes the cost of capital at acceptable risk; and (ii) to maintain investor, creditor and market confidence in order to sustain the future development of the business. The Company's share capital is not subject to external restrictions.
11. COMMITMENTS
Mineral Lease Commitments
The Company has financial commitments for fees and taxes related to the existing mineral leases held in Saskatchewan that equate to a total financial commitment of approximately $260,000 per year. Fees or royalties on production are only derived once production is realized on existing mineral leases.
Carievale Farm‐In Commitments
In March 2021, the Company entered into the aforementioned Farm‐In to acquire the rights to earn certain oil and gas assets in Southeastern Saskatchewan (see Note 4a). Under the terms of the Farm‐In, ROK must participate in the drilling, completion and equipping of two earning wells, paying 70% of the costs to earn a 35% working interest in the earning wells, plus a 35% working interest in 2,900 gross acres of prospective land in the Undeveloped Assets. The Company currently estimates related costs for the two earning wells to be $1.4 million to the Company. The first commitment well was spud on July 22, 2021. The second commitment well must be spud by October 1, 2021, under the terms of the Farm‐In.
12. SUPPLEMENTAL CASH FLOW INFORMATION
| For the periods ended June 30 | Three months ended | Six months ended | ||
|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | |
| Accounts receivable and prepaids | (945,660) | 7,677 | (934,262) | 7,720 |
| Accounts payable and accrued liabilities | 140,442 | 27,613 | 183,174 | 5,211 |
| Change in non‐cash working capital | (805,218) | 35,290 | (751,088) | 12,931 |
| Relating to: | ||||
| Operating activities | (190,873) | 35,290 | (136,743) | 12,931 |
| Investing activities | (579,345) | ‐ | (579,345) | ‐ |
| Financing activities | (35,000) | ‐ | (35,000) | ‐ |
| Change in non‐cash working capital | (805,218) | 35,290 | (751,088) | 12,931 |
13. SUBSEQUENT EVENTS
Stock Option Grant
In July 2021, the Company awarded 4,150,000 options to directors, officers and consultants of the Company. The options are exercisable into Class B Shares of the Company at an exercise price of $0.28 per share. The options vest as to one third immediately, an additional one third vesting on the first anniversary of the date of grant, and the remaining one third vesting on the second anniversary of the date of grant. The expiry for all options is July 21, 2026.
Lithium Exploration Management Agreement
In July 2021, the Company entered into an exploration management agreement wherein the Company was issued a 25% interest in a private entity which currently holds certain Subsurface Mineral Dispositions in Saskatchewan, with a focus on potential lithium resource prospects. Under the terms of the agreement, the Company earns its beneficial interest as ROK personnel will manage the following objectives of the project:
- Identify additional strategic lithium land prospects
- Complete multi‐layer perforation and flow testing of a wellbore
- Obtain samples and conduct test for lithium concentrations
- Identify a location for a pilot project
- Identify a strategic partner to negotiate a lithium extraction technology pilot project
- Obtain a third party NI43‐101 resource report; and
- Facilitate the completion of a preliminary economic assessment
The initial activities of this project will be wholly funded by the Company's partner (who holds the remaining 75% interest), up to $1.5 million. Any costs that exceed this financial threshold will then be proportionally financed by each partner based on their interest in the private entity. Alternatively, either partner may elect to proportionally reduce their interest in the private entity for any portion of additional costs above the threshold. These additional costs beyond the initial $1.5 million may be voluntarily paid for by the other partner who elects to participate in additional project activities, earning a proportionally increased interest in the private entity.
Beyond the involvement of ROK personnel towards the completion of project management objectives outlined above, the Company retains no financial obligations under this agreement.