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Rumble Resources Incorporated — Interim / Quarterly Report 2025
Dec 23, 2024
48360_rns_2024-12-23_c57c12e6-3748-4aee-90d9-cdab8bec8757.pdf
Interim / Quarterly Report
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RUMBLE RESOURCES INC.
Interim Financial Statements
For the Three Months Ended October 31, 2024
(Expressed in Canadian Dollars)
(Unaudited)
The accompanying unaudited interim financial statements have been prepared by Management of Rumble Resources Inc. and have not been reviewed by the Company's auditors.
(The accompanying notes are an integral part of these unaudited interim financial statements)
RUMBLE RESOURCES INC.
Interim Statements of Financial Position
(Expressed in Canadian Dollars)
(Unaudited)
AS AT
| October 31, 2024 | July 31, 2024 | |
|---|---|---|
| $ | $ | |
| ASSETS | ||
| Current assets | ||
| Cash | 59,978 | 102,594 |
| Taxes recoverable | 14,441 | 13,685 |
| Total current assets | 74,419 | 116,279 |
| Exploration and evaluation assets (Note 3) | 198,397 | 198,397 |
| Total assets | 272,816 | 314,676 |
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||
| Current liabilities | ||
| Accounts payable | 45,721 | 76,272 |
| Accrued liabilities | 41,774 | 36,723 |
| Due to related parties (Note 4) | 31,769 | 29,944 |
| Total liabilities | 119,264 | 142,939 |
| Shareholders' equity | ||
| Share capital (Note 5) | 524,184 | 474,184 |
| Equity reserve (Note 5 and 6) | 90,460 | 90,460 |
| Shares issuable (Note 5) | – | 50,000 |
| Deficit | (461,092) | (442,907) |
| Total shareholders' equity | 153,552 | 171,737 |
| Total liabilities and shareholders' equity | 272,816 | 314,676 |
Nature of operations and continuance of business (Note 1)
Approved and authorized for issuance on behalf of the Board of Directors on December 23, 2024:
/s/ "Brian Goss"
Brian Goss, Director
/s/ "Erwin Wong"
Erwin Wong, Director
(The accompanying notes are an integral part of these unaudited interim financial statements)
RUMBLE RESOURCES INC.
Interim Statements of Comprehensive Loss
(Expressed in Canadian Dollars)
(Unaudited)
| For the three months ended October 31, 2024 $ | For the three months ended October 31, 2023 $ | |
|---|---|---|
| Expenses | ||
| Consulting fees (Note 4) | 7,500 | 7,500 |
| General and administrative (Note 4) | 1,527 | 4,261 |
| Listing expense | – | 66,012 |
| Professional fees | 5,569 | 21,209 |
| Share-based compensation (Note 4 and 6) | – | 818 |
| Transfer agent and filing fees | 3,589 | 7,140 |
| Total expenses | 18,185 | 106,940 |
| Net loss and comprehensive loss for the period | (18,185) | (106,940) |
| Loss per share, basic and diluted | (0.00) | (0.01) |
| Weighted average shares outstanding, basic and diluted | 9,421,565 | 8,252,000 |
(The accompanying notes are an integral part of these unaudited interim financial statements)
RUMBLE RESOURCES INC.
Interim Statements of Changes in Equity
(Expressed in Canadian Dollars)
(Unaudited)
| Share capital | Equity reserve $ | Shares issuable $ | Deficit $ | Total shareholders' equity $ | ||
|---|---|---|---|---|---|---|
| Number of shares | Amount $ | |||||
| Balance, July 31, 2023 | 7,202,000 | 363,610 | 76,651 | – | (277,987) | 162,274 |
| Issuance of shares for cash | 1,725,000 | 172,500 | – | – | – | 172,500 |
| Share issuance costs | – | (61,926) | 12,991 | – | – | (48,935) |
| Share-based compensation | – | – | 818 | – | – | 818 |
| Net loss for the period | – | – | – | – | (106,940) | (106,940) |
| Balance, October 31, 2023 | 8,927,000 | 474,184 | 90,460 | – | (384,927) | 179,717 |
| Balance, July 31, 2024 | 8,927,000 | 474,184 | 90,460 | 50,000 | (442,907) | 171,737 |
| Issuance of shares upon exercise of warrants | 500,000 | 50,000 | – | (50,000) | – | – |
| Net loss for the period | – | – | – | – | (18,185) | (18,185) |
| Balance, October 31, 2024 | 9,427,000 | 524,184 | 90,460 | – | (461,092) | 153,552 |
(The accompanying notes are an integral part of these unaudited interim financial statements)
RUMBLE RESOURCES INC.
Interim Statements of Cash Flows
(Expressed in Canadian Dollars)
(Unaudited)
| For the three months ended October 31 2024 $ | For the three months ended October 31 2023 $ | |
|---|---|---|
| Operating activities | ||
| Net loss for the period | (18,185) | (106,940) |
| Items not involving cash: | ||
| Share-based compensation | – | 818 |
| Changes in non-cash operating working capital: | ||
| Tax recoverable | (756) | (5,825) |
| Prepaid expenses | – | 30,000 |
| Accounts payable and accrued liabilities | (25,500) | 1,276 |
| Due to related parties | 1,825 | (3,886) |
| Net cash used in operating activities | (42,616) | (84,557) |
| Financing activities | ||
| Proceeds from issuance of common shares | – | 172,500 |
| Share issuance costs | – | (48,935) |
| Repayment of note payable to related party | – | (5,000) |
| Net cash provided by financing activities | – | 118,565 |
| Change in cash | (42,616) | 34,008 |
| Cash, beginning of period | 102,594 | 98,137 |
| Cash, end of period | 59,978 | 132,145 |
| Non-cash investing and financing activities: | ||
| Fair value of agent’s warrants | – | 12,991 |
(The accompanying notes are an integral part of these unaudited interim financial statements)
RUMBLE RESOURCES INC.
Notes to the Interim Financial Statements
October 31, 2024
(Expressed in Canadian Dollars)
(Unaudited)
- Nature of Operations and Continuance of Business
Rumble Resources Inc. (formerly Rumble Capital Corp.) (the "Company"), was incorporated under the laws of British Columbia, Canada on June 23, 2017, and on December 14, 2020, the name was changed to Rumble Resources Inc. The Company's principal business plan is to acquire, explore and develop mineral properties and ultimately seek earnings by exploiting mineral claims. The Company's registered office is 741 Harbourfront Drive N.E., Salmon Arm, BC, V1E 3L4. On September 5, 2023, the Company started trading on the Canadian Securities Exchange ("CSE") under the symbol "RB".
These interim financial statements have been prepared on a going concern basis which assumes that the Company will realize the carrying value of its assets and discharge its liabilities in the normal course of business. As at October 31, 2024, the Company has not generated any revenue and has accumulated losses of $461,092 since inception. The Company's continuation as a going concern is dependent upon the successful results from its mineral property exploration activities and its ability to attain profitable operations and generate funds therefrom and/or raise equity capital or borrowings sufficient to meet current and future obligations. There is no guarantee that the Company will be able to complete any of the above objectives. These factors indicate the existence of a material uncertainty that may cast significant doubt on the Company's ability to continue as a going concern. While the Company has been successful in securing financings in the past, there is no assurance that it will be able to obtain adequate financing in the future or that such financing will be available on acceptable terms. These interim financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Such adjustments could be material.
- Material Accounting Policy Information
(a) Statement of Compliance and Basis of Presentation
These interim financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") applicable to the preparation of interim financial statements, including IAS 34, Interim Financial Reporting. The interim financial statements should be read in conjunction with the annual financial statements for the year ended July 31, 2024, which have been prepared in accordance with IFRS as issued by IASB. The Company uses the same accounting policies and methods of computation as in the annual financial statements for the year ended July 31, 2024.
These interim financial statements have been prepared on a historical cost basis, and are presented in Canadian dollars, which is the Company's functional currency.
(b) Use of Estimates and Judgments
The preparation of these interim financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and reported amounts of assets, liabilities, revenues 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 estimate is revised and in any future periods affected.
Significant areas requiring the use of estimates include fair value of share-based payments, the recoverability of exploration and evaluation assets, and unrecognized deferred income tax assets. Actual results could differ from those estimates.
Judgments made by management include the factors used to determine the assessment of whether the going concern assumption is appropriate. The assessment of the going concern assumption requires management to take into account all available information about the future, which is at least, but is not limited to, 12 months from the end of the reporting period. The Company is aware that material uncertainties related to events or conditions may cast significant doubt upon the Company's ability to continue as a going concern.
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RUMBLE RESOURCES INC.
Notes to the Interim Financial Statements
October 31, 2024
(Expressed in Canadian Dollars)
(Unaudited)
- Material Accounting Policy Information (continued)
(c) Recently Adopted Accounting Standards
Accounting standards or amendments to existing accounting standards that have been issued but have future effective dates are either not applicable or are not expected to have a significant impact on the Company's interim financial statements.
- Exploration and Evaluation Assets
The Company has incurred costs on its exploration and evaluation assets as follows:
| Woolford Creek Property $ | |
|---|---|
| Balance, July 31, 2024 and October 31, 2024 | 198,397 |
Woolford Creek Property
On October 15, 2020, as amended on December 15, 2023, the Company entered into a Mineral Property Option Agreement (the "Agreement"), whereby the Company was granted an option to acquire a 100% interest in 8 mining claims located in the Adams Lake area of the Kamloops Mining Division, British Columbia, covering 4,414 hectares (the "Woolford Creek Property"). Pursuant to the Agreement, the Company must make the following payments and expenditures in order to keep the option in good standing:
i) $35,000 upon execution of the Agreement (paid);
ii) Issuance of 250,000 common shares after the date that the British Columbia Securities Commission issues a final receipt for the Company's initial public offering prospectus (issued at a fair value of $25,000);
iii) $40,000 within four months of execution of the Agreement (paid);
iv) Fund exploration and development work on the Woolford Creek Property of at least $100,000 by June 30, 2024 (funded); and
v) Fund exploration and development work on the Woolford Creek Property of at least an additional $200,000 by June 30, 2025.
Once the above cash payment, share issuance, and exploration expenditures have been made, the Company shall have exercised the option and acquired 100% of the right, title and interest in the Woolford Creek Property. The Agreement may be terminated, and the transactions contemplated by the Agreement may be abandoned, at any time prior to exercise of the option by 30 day's written notice of the optionor upon the failing of the Company to make the required payments. The vendor shall retain a 2% net smelter royalty (subject to an optional repurchase of 1% of the NSR by the Company for $1,000,000) in respect of all products produced from the property.
- Related Party Transactions
During the three months ended October 31, 2024, the Company incurred consulting fees of $7,500 (2023 – $7,500) to a director of the Company. As at October 31, 2024, the Company owed $31,769 (July 31, 2024 – $27,944) to the director of the Company. The amount is non-interest bearing, unsecured and due on demand.
During the three months ended October 31, 2024, the Company incurred rent of $1,500 (2023 - $1,500) to a company controlled by a director of the Company. As at October 31, 2024, the Company owed $nil (July 31, 2024 – $2,000) to the company controlled by a director of the Company. The amount is non-interest bearing, unsecured and due on demand.
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RUMBLE RESOURCES INC.
Notes to the Interim Financial Statements
October 31, 2024
(Expressed in Canadian Dollars)
(Unaudited)
- Related Party Transactions (continued)
During the three months ended October 31, 2024, the Company recognized share-based compensation of $nil (2023 – $818) for officers and directors of the Company (Note 6).
On April 6, 2023, the Company entered into a promissory note agreement for $5,000 with a director of the Company, which was unsecured, non-interest bearing and due on demand any time after June 15, 2024. The Company repaid the promissory note on August 1, 2023.
- Share Capital
Authorized: Unlimited common shares without par value.
On August 1, 2024, the Company issued a total of 500,000 common shares pursuant to the exercise of warrants at $0.10 per share for total proceeds of $50,000, which were recognized as shares issuable at July 31, 2024.
Escrow shares
The Company has 2,000,000 common shares held in escrow as at October 31, 2024 (July 31, 2024 – 2,000,000), which will be released in tranches over a 36-month period, beginning no earlier than 10 days following the public announcement of the completion of the first-phase exploration program on the Company's Woolford Creek Property (the "Initial Release Date"). The release will occur every six months following the Initial Release, with the initial release comprising 200,000 of the escrowed securities, and each subsequent release comprising 300,000 escrowed securities.
- Stock Options
The Company's Board of Directors approved a stock incentive plan dated May 19, 2021. The Board of directors is authorized to grant options to directors, officers, and employees to acquire up to 10% of the issued and outstanding commons shares of the Company. The exercise price will not be less than the discounted market price defined in the policies of the CSE. The options that may be granted under this plan must be exercisable for over a period of not exceeding ten years, provided the Company is listed on the CSE.
The following table summarizes information about the options at October 31, 2024, and the changes for the period then ended:
| Number of options | Weighted average exercise price $ | |
|---|---|---|
| Options outstanding – July 31, 2024 and October 31, 2024 | 800,000 | 0.10 |
| Options exercisable – July 31, 2024 and October 31, 2024 | 800,000 | 0.10 |
The following table summarizes information about stock options outstanding and exercisable at October 31, 2024:
| Exercise price $ | Expiry date | Stock options outstanding | Weighted average remaining contracted life (years) |
|---|---|---|---|
| 0.10 | September 5, 2033 | 800,000 | 8.85 |
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RUMBLE RESOURCES INC.
Notes to the Interim Financial Statements
October 31, 2024
(Expressed in Canadian Dollars)
(Unaudited)
- Stock Options (continued)
The grant date fair value of stock options was determined using the Black-Scholes Option Pricing Model. During the three months ended October 31, 2024, the Company recognized share-based compensation expense of $nil (2023 – $818) in the equity reserve, which pertains to officers and directors of the Company, for the portion of the stock options expected to vest. Weighted average assumptions used in calculating the fair value of share-based compensation expense are as follows:
| 2024 | 2023 | |
|---|---|---|
| Risk-free interest rate | – | 1.58% |
| Dividend yield | – | 0% |
| Expected volatility | – | 134% |
| Expected forfeitures | – | 0% |
| Expected life (years) | – | 10 |
Equity reserve
The equity reserve records items recognized as share-based compensation expense and other share-based payments until such time that the stock options or warrants are exercised, at which time the corresponding amount will be transferred to share capital.
- Warrants
The following table summarizes information about the warrants at October 31, 2024, and the changes for the period then ended:
| Number of warrants | Weighted average exercise price $ | |
|---|---|---|
| Warrants outstanding – July 31, 2024 | 5,047,500 | 0.10 |
| Exercised | (500,000) | 0.10 |
| Warrants outstanding – October 31, 2024 | 4,547,500 | 0.10 |
The following table summarizes information about warrants outstanding and exercisable at October 31, 2024:
| Exercise price $ | Expiry date | Warrants outstanding | Weighted average remaining contracted life (years) |
|---|---|---|---|
| 0.10 | September 5, 2025 | 172,500 | 0.85 |
| 0.10 | September 5, 2028 | 4,375,000 | 3.85 |
| 0.10 | 4,547,500 | 3.74 |
RUMBLE RESOURCES INC.
Notes to the Interim Financial Statements
October 31, 2024
(Expressed in Canadian Dollars)
(Unaudited)
8. Financial Instruments
The Company, as part of its operations, carries financial instruments consisting of cash, accounts payable, and due to related parties. It is management's opinion that the Company is not exposed to significant credit, interest, or currency risks arising from these financial instruments except as otherwise disclosed.
(a) Fair Values
The Company classifies cash as FVTPL. The Company classifies accounts payable, and due to related parties as amortized cost. The fair values of financial instruments, which include cash, accounts payable, and due to related party, approximate their carrying values due to the relatively short-term maturity of these instruments.
(b) Credit Risk
Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash. The Company limits its exposure to credit loss by placing its cash with high credit quality financial institutions. Management monitors the amount of credit extended to the parties for expense recoveries. The carrying amount of financial assets represents the maximum credit exposure.
(c) Liquidity Risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company currently settles its financial obligations out of cash. The ability to do this relies on the Company raising debt or equity financing in a timely manner and by maintaining sufficient cash in excess of anticipated needs.
(d) Market Risk
Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and commodity and equity prices. The Company does not have significant exposure to these risks.
9. Capital Management
The Company manages its capital to maintain its ability to continue as a going concern and to provide returns to shareholders and benefits to other stakeholders. The capital structure of the Company consists of cash and equity comprised of issued share capital and equity reserve. The Company manages its capital structure and makes adjustments to it in light of changes to economic conditions. The Company, upon approval from its Board of Directors, will balance its overall capital structure through new share issues or by undertaking other activities as deemed appropriate under the specific circumstances. The Company is not subject to externally imposed capital requirements.
10. Segment Reporting
The Company operates in a single reportable segment, which is the acquisition, exploration and development of exploration and evaluation assets in Canada.
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