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Thunder Gold Corp. Audit Report / Information 2020

Aug 29, 2020

43660_rns_2020-08-28_b9a61eb2-9d8a-48ff-8845-26a5fc06a406.pdf

Audit Report / Information

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WHITE METAL RESOURCES CORP.

Consolidated Financial Statements

April 30, 2020 and April 30, 2019

(Expressed in Canadian Dollars)

Independent Auditor’s Report

To the Shareholders of White Metal Resources Corp.

Report on the Audit of the Consolidated Financial Statements

Opinion

We have audited the consolidated financial statements of White Metal Resources Corp. (the “Company”), which comprise the consolidated statements of financial position as at April 30, 2020 and 2019, and the consolidated statements of comprehensive loss, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects the financial position of the Company as at April 30, 2020 and 2019, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards (IFRS).

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada, and we have fulfilled our ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 1 in the consolidated financial statements, which indicates that the Company incurred operating losses since inception, expects to incur further losses in the development of its business and is dependent on its ability to raise additional debt, equity or general revenues to raise sufficient cash resources to meet its current financial obligations and plans. As stated in Note 1, these events or conditions, along with other matters as set forth in Note 1, indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Other Information

Management is responsible for the other information. The other information comprises the information included in “Management’s Discussion and Analysis”, but does not include the consolidated financial statements and our auditor’s report thereon.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information, and in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial

Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company’s financial reporting process.

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Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  • Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  • Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

  • Evaluate the overall presentation, structure, and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

The engagement partner on the audit resulting in this independent auditor’s report is James D. Gray.

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CHARTERED PROFESSIONAL ACCOUNTANTS

Vancouver, BC, Canada August 28, 2020

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WHITE METAL RESOURCES CORP.

Consolidated Statements of Financial Position

As at April 30, 2020 and 2019 (Expressed in Canadian Dollars)

April 30, April 30,
2020 2019
$ $
Assets
Current assets
Cash 359,683 62,272
Cash – restricted (Note 3) 15,000 288,864
Amounts receivable 3,784 7,798
Prepaid expenses 2,792 2,324
Marketable securities (Note 4) 154,713 19,885
Refundable securitydeposits(Note 11) 20,550 26,150
556,522 407,293
Exploration and evaluation assets(Note 5) 918,260 258,413
1,474,782 665,706
Liabilities and Equity
Current liabilities
Accounts payable and accrued liabilities 28,036 51,484
Deferredpremium on flow-through shares(Note 6(a)(vi)) - 45,303
28,036 96,787
Equity
Share capital (Note 6) 3,224,218 2,061,758
Reserves 772,995 694,074
Deficit (2,580,771) (2,186,913)
Equity attributable to the owners of the Company 1,416,442 568,919
Non-controllinginterests 30,304 -
1,446,746 568,919
1,474,782 665,706
See accompanying notes to the consolidated financial statements

Nature and continuance of operations (Note 1) Subsequent Events (Note 13)

Approved by the Board of Directors and authorized for issue on August 28, 2020.

“Michael Stares” “Elliot Strashin” Michael Stares, Director Elliot Strashin, Director

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WHITE METAL RESOURCES CORP.

Consolidated Statements of Comprehensive Loss For the years ended April 30, 2020 and 2019 (Expressed in Canadian Dollars)

2020 2019
$ $
Operating costs and expenses
Advertising and promotion 14,254 41,639
Bank charges and interest 5,011 1,334
Consulting 85,889 36,170
General exploration 889 5,378
Insurance 10,788 10,482
Legal and accounting 91,633 62,105
Share-based payments 70,611 -
Salaries and benefits 43,557 27,757
Office and miscellaneous 16,012 15,793
Trust and filingfees 21,232 20,082
Loss before other items (359,876) (220,740)
Other items:
Interest income 76 267
Gain (loss) on disposition of exploration and evaluation
assets (Notes 5(b) and (f)) 84,290 (90,116)
Write-down of exploration and evaluation assets (188,479) (604,938)
Premium on flow-through shares (Note 6(a)(vi)) 45,303 33,605
Unrealizedgain(loss)on marketable securities 24,828 (48,433)
Net loss and comprehensive loss for theyear (393,858) (930,355)
Weighted average number of common shares outstanding 69,679,913 43,081,695
Basic and diluted loss per share $ (0.01) $ (0.02)

See accompanying notes to the consolidated financial statements

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WHITE METAL RESOURCES CORP.

Consolidated Statements of Cash Flows

For the years ended April 30, 2020 and 2019 (Expressed in Canadian dollars)

2020 2019
$ $
Cash provided by (used for):
Operating activities
Net loss for the year (393,858) (930,355)
Items not involving the use of cash:
Flow-through shares premium (45,303) (33,605)
Share-based payments 70,611 -
Loss (gain) on disposition of exploration and evaluation assets (59,290) 90,116
Write-down of exploration and evaluation assets 188,479 604,938
Unrealized loss (gain) on marketable securities (24,828) 48,433
Changes in non-cash operating capital:
Amounts receivable 4,014 5,172
Prepaid expenses (468) 1,781
Accounts payable and accrued liabilities (17,448) 32,014
(278,091) (181,506)
Investing activities
Exploration and evaluation expenditures (518,136) (464,272)
Proceeds and expense recoveries on optioning or disposition of exploration and
evaluation assets 134,404 50,000
Grants received for exploration and evaluation expenditures - 62,681
Refundable security deposits 5,600 6,550
(378,132) (345,041)
Financing activities
Cash from shares issued 700,000 499,660
Share issue costs (20,230) (14,990)
679,770 484,670
Increase (decrease) in cash for the year 23,547 (41,877)
Cash, beginning of the year 351,136 393,013
Cash,end of theyear 374,683 351,136
Cash consists of the following:
Cash 359,683 62,272
Cash-restricted 15,000 288,864
374,683 351,136
Supplemental information
Shares issued for exploration and evaluation assets 485,000 110,250
Shares issued to settle accounts payable 6,000 -
Shares received for exploration and evaluation assets 110,000 21,917

See accompanying notes to the consolidated financial statements

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WHITE METAL RESOURCES CORP.

Consolidated Statements of Changes in Equity (Unaudited - Expressed in Canadian Dollars)

Accumulated
Number of Share other
comprehensive
Non-controlling Total
shares capital Reserves income (loss) Deficit interests equity
$ $ $ $ $ $
April 30, 2018 39,855,240 1,516,980 700,032 (9,037) (1,247,521) - 960,454
Impact on adoptingIFRS 9(Notes 2(m)and 2(n)) - - - 9,037 (9,037) - -
Restated opening balance under IFRS 9 39,855,240 1,516,980 700,032 - (1,256,558) - 960,454
Issued for cash:
Private placements 4,940,000 381,000 - - - - 381,000
Share issue costs – cash - (14,990) - - - - (14,990)
Deferred premium on flow-through shares (Note 6(a)(vi)) - (56,100) - - - - (56,100)
Issued upon exercise of warrants 824,400 124,618 (5,958) - - - 118,660
Issued in connection with property option agreements 1,700,000 110,250 - - - - 110,250
Net loss for theyear - - - - (930,355) - (930,355)
April 30, 2019 47,319,640 2,061,758 694,074 - (2,186,913) - 568,919
Issued for cash:
Private placements 14,000,000 700,000 - - - - 700,000
Share issue costs – cash - (20,230) - - - - (20,230)
Share issue costs – finder’s warrants - (8,310) 8,310 - - - -
Issued in connection with property option agreements 12,000,000 485,000 - - - - 485,000
Issued for debt settlement 120,000 6,000 - - - - 6,000
Issuance of subsidiary shares (Notes 5(d) and 5(e)) - - - - - 30,304 30,304
Share-based payments - - 70,611 - - - 70,611
Net loss for theyear - - - - (393,858) - (393,858)
April 30, 2020 73,439,640 3,224,218 772,995 - (2,580,771) 30,304 1,446,746

See accompanying notes to the consolidated financial statements

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WHITE METAL RESOURCES CORP. Notes to the Consolidated Financial Statements For the years ended April 30, 2020 and 2019 (Unaudited - Expressed in Canadian Dollars)

1. NATURE AND CONTINUANCE OF OPERATIONS

The Company is incorporated in British Columbia, Canada and has been primarily involved in the acquisition and exploration of mineral properties in the Provinces of Ontario and Newfoundland, Canada as well as in Namibia in Africa. The address of its corporate office and principal place of business is 684 Squier Street, Thunder Bay, Ontario, Canada, P7B 4A8.

At the date of these financial statements, the Company has not been able to identify a known body of commercial grade ore on any of its properties. The ability of the Company to recover the costs it has incurred to date on these properties is dependent upon the Company being able to identify a commercial ore body, to finance its exploration and development costs and to resolve any environmental, regulatory, or other constraints which may hinder the successful development of the property. Although the Company is unaware of any defects in its title to its mineral properties, no guarantee can be made that none exist.

These financial statements have been prepared on the basis of a going concern, which presumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. In assessing whether the going concern assumption is appropriate, management takes into account all available information about the future, which is at least, but is not limited to, twelve months from the end of the reporting period. Management is aware, in making its assessment, of material uncertainties related to events or conditions that may cast significant doubt upon the entity's ability to continue as going concern as described in the following paragraph. Accordingly, these financial statements do not give effect to adjustments that would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and liquidate its liabilities and commitments in other than the normal course of business and at amounts different from those in the accompanying financial statements.

The Company has a need for financing for working capital, and the exploration and development of its properties. The ability of the Company to continue operations is dependent upon the continued financial support of its shareholders, other investors and lenders, and the successful development of the Company’s interests in the mineral properties in which it holds interests. The Company has not determined whether any of the properties contain mineral reserves that are economically recoverable. It is not possible to predict whether financing efforts will be successful or if the Company will attain profitable levels of operations. Since inception, the Company has incurred cumulative operating losses of $2,580,771 and expects to incur further losses in the development of its business, and at April 30, 2020 has no source of operating revenue. These financial statements include no adjustments which might become necessary if the Company cannot meet its obligations and continue on a goingconcern basis.

2. SIGNIFICANT ACCOUNTING POLICIES

a) Statement of compliance

These financial statements have been prepared 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”).

b) Basis of preparation

These financial statements have been prepared on the historical cost basis. The presentation and functional currency of the Company and its subsidiaries is the Canadian dollar (“$”). These financial statements include the accounts of the Company and its wholly-owned subsidiary 1191557 Ontario Corp., as well as its 95%-owned subsidiary, Aloe Investments Two Hundred and Thirty Seven (Proprietary) Limited (“Aloe 237”) and its 95%-owned subsidiary, Aloe Investments Two Hundred and Thirty Eight (Proprietary) Limited (“Aloe 238”).

Non-controlling interests are reported based on the estimated fair values of these subsidiaries’ issuances of shares to these parties, which in both cases were property vendors. Such estimates were in turn determined with reference to the Company’s other property acquisition costs incurred to obtain effective 95% interests.

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WHITE METAL RESOURCES CORP. Notes to the Consolidated Financial Statements For the years ended April 30, 2020 and 2019 (Unaudited - Expressed in Canadian Dollars)

2. SIGNIFICANT ACCOUNTING POLICIES ( continued)

For consolidated reporting purposes, non-controlling interests in the Company’s subsidiaries are decreased to the extent of their proportionate share of any subsequent losses reported by those entities.

All transactions and balances between the Company and its subsidiaries are eliminated on consolidation. Amounts reported in the financial statements of the subsidiary have been adjusted where necessary to ensure consistency with the accounting principles adopted by the Company.

c) Significant accounting judgments, estimates and assumptions

The preparation of the Company’s 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 and contingent liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. However, actual outcomes can differ from these estimates. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

Critical judgements in applying accounting policies:

The following are critical judgments that management has made in the process of applying accounting policies and that have the most significant effect on the amounts recognized in these financial statements:

  • The determination that the Company will continue as a going concern for the next year; and

  • The determination that there have been no events or changes in circumstances that indicate that the carrying amounts of exploration and evaluation assets may not be recoverable.

d) Exploration and evaluation assets

Once a permit to explore an area has been secured, exploration and evaluation expenditures are capitalized to exploration and evaluation assets and classified as a non-current asset.

Exploration expenditures relate to the initial search for mineral deposits with economic potential and to detailed assessments of deposits or other projects that have been identified as having economic potential.

Exploration expenditure costs incurred are included in exploration and evaluation assets and these include any cash consideration and advance earn-in payments and the fair market value of shares issued, if any, related to the mineral property interests. Properties acquired under option agreements, whereby payments are made at the sole discretion of the Company, are recorded in the accounts when the payments are made.

All capitalized exploration and evaluation expenditures are monitored for indications of impairment. Where a potential impairment is indicated, assessments are performed for each area of interest, as described in note 2(g). To the extent that an expenditure is not expected to be recovered, it is charged to comprehensive income.

Once an economically viable reserve has been determined for an area and the decision to proceed with development has been approved, exploration and evaluation assets attributable to that area are first tested for impairment and then reclassified to construction in progress within property, plant and equipment.

Subsequent recovery of the resulting carrying value depends on successful development or sale of the undeveloped project. If a project does not prove viable, all irrecoverable costs associated with the project net of any impairment provisions are written off.

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WHITE METAL RESOURCES CORP. Notes to the Consolidated Financial Statements For the years ended April 30, 2020 and 2019 (Unaudited - Expressed in Canadian Dollars)

2. SIGNIFICANT ACCOUNTING POLICIES ( continued)

e) Investment income

The Company recognizes in operating income interest income as earned, dividends when declared, and marketable security gains and losses when realized. Interest income includes amortization of any premium or discount recognized at date of purchase. Realized gains and losses represent the difference between the amounts received through the sale of marketable securities and their respective cost base. Unrealized gains and losses on available-for-sale marketable securities are recorded in other comprehensive income and recognized in operations when realized.

Transaction costs are included in the acquisition cost of individual marketable securities and recognized as part of the realized gains or losses when they are sold or written down. Direct investment expenses such as external custodial and management fees, as well as internal investment management expenses, are netted against investment income.

f) Marketable securities

Marketable securities, consisting of common shares of public companies, are classified as subsequently measured through profit and loss, and reported at market value. At the end of each reporting period, management determines if there has been a change in the market value of the security and records an adjustment to market value, with the offsetting debit or credit to change in fair value on marketable securities in the statements of comprehensive loss.

g) Impairment

At each reporting period, management reviews all assets for indicators of impairment. If any such indication exists, the recoverable amount of the asset is estimated to determine the extent of the impairment, if any. The recoverable amount is the higher of fair value less costs to sell and value in use. Fair value is determined as the amount that would be obtained from the sale of the asset in an arm’s length transaction. In assessing value in use, the estimated future cash flows are discounted to their present value. If the recoverable amount of the asset is less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount and the impairment loss is recognized in the profit or loss for that period. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash generating unit to which that asset belongs.

Past impairments are also considered at each reporting period and where there is an indication that an impairment loss may have decreased, the recoverable amount is calculated as outlined above to determine the extent of the recovery. If the recoverable amount of the asset is more than its carrying amount, the carrying amount of the asset is increased to its recoverable amount and the impairment loss is reversed in the profit or loss for that period. The increased carrying amount due to reversal will not be more than what the depreciated historical cost would have been if the impairment had not been recognized.

h) Share capital

The Company records in share capital proceeds from share issuances, net of issue costs and any tax effects. The fair value of common shares issued as consideration for mineral properties is based on the trading price of those shares on the TSX.V on the date of the agreement to issue shares as determined by the Board of Directors. Stock options and other equity instruments issued as purchase consideration in non-monetary transactions are recorded at fair value determined by management using the Black-Scholes option pricing model.

i) Share-based payments

The Company’s Stock Option Plan allows employees and consultants to acquire shares of the Company. Share-based payments to employees are measured at the fair value of the instruments issued and amortized over the vesting periods. Share-based payments to non-employees are measured at the fair value of the goods or services received or the fair value of the equity instruments issued, if it is determined the fair value of the goods or services cannot be reliably measured, and

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WHITE METAL RESOURCES CORP. Notes to the Consolidated Financial Statements For the years ended April 30, 2020 and 2019 (Unaudited - Expressed in Canadian Dollars)

2. SIGNIFICANT ACCOUNTING POLICIES ( continued)

are recorded at the date the goods or services are received. The fair value of the share-based payment is measured using the Black-Scholes option pricing model. The fair value of the share-based payment is recognized as an expense or capitalized to exploration and evaluation assets with a corresponding increase in contributed surplus. Consideration received on the exercise of stock options is recorded as share capital and the related contributed surplus amount is transferred to share capital.

j) Income taxes

The Company uses the balance sheet method of accounting for income taxes. Under the balance sheet method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using substantively enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred income tax assets also result from unused loss carry forwards, resource-related pools and other deductions. A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

k) Flow-through shares

Under Canadian income tax legislation, a company is permitted to issue flow-through shares whereby the Company agrees to incur qualifying expenditures and renounce the related income tax deductions to the investors. For accounting purposes, the proceeds from the issuance of these shares are allocated between the offering of shares and the sale of tax benefits. The allocation is made based on the difference between the quoted market price of the shares and the amount the investor pays for the shares. A liability is recognized for this difference. The liability is reduced and this reduction is recorded in revenue as the eligible expenditures are incurred.

l) Loss per share

Basic loss per share is calculated by dividing the loss available to common shareholders by the weighted average number of common shares outstanding in the period. Diluted loss per share is calculated by the treasury stock method. Under the treasury stock method, the weighted average number of common shares outstanding for the calculation of diluted loss per share assumes that the proceeds to be received on the exercise of dilutive share options and warrants are used to repurchase common shares at the average market price during the period. Where the effects of including all outstanding options and warrants would be anti-dilutive, no dilution is calculated and the diluted loss per share is presented as the same as basic loss per share.

m) Financial instruments

Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of a financial instrument. On initial recognition, financial assets are classified and measured at amortized cost, fair value through profit or loss (“FVTPL”) or fair value through other comprehensive income (“FVOCI”).

A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVTPL: (i) it is held within a business model whose objective is to holds assets to collect contractual cash flows, and (ii) its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

A debt instrument is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL: (i) it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial

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WHITE METAL RESOURCES CORP. Notes to the Consolidated Financial Statements For the years ended April 30, 2020 and 2019 (Unaudited - Expressed in Canadian Dollars)

2. SIGNIFICANT ACCOUNTING POLICIES ( continued)

assets, and (ii) its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities classified as FVTPL) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities classified as FVTPL are recognized immediately in the statement of loss and comprehensive loss.

The Company’s financial instruments are classified and subsequently measured as follows:

Account **Classification **
Cash FVTPL
Amounts receivable (excluding sales tax receivable) Amortized cost
Marketable securities FVTPL
Reclamation bonds Amortized cost
Accountspayable and accrued liabilities Amortized cost

Impairment

The Company recognizes an allowance using the Expected Credit Loss (“ECL”) model on financial assets classified as amortized cost. The Company has elected to use the simplified approach for measuring ECL by using a lifetime expected loss allowance for all amounts recoverable. Under this model, impairment provisions are based on credit risk characteristics and days past due. When there is no reasonable expectation of collection, financial assets classified as amortized cost are written off. Indications of credit risk arise based on failure to pay and other factors. Should objective events occur after an impairment loss is recognized, a reversal of impairment is recognized in the statement of loss and comprehensive loss. Refer also to (n) below

n) Changes in accounting standards adopted or expected to be adopted

  • The following revised standard is effective for annual periods beginning on or after January 1, 2018 and has been adopted by the Company:

IFRS 9, Financial Instruments

This is the first part of a new standard on classification and measurement of financial assets that will replace IAS 39, ‘Financial Instruments: Recognition and Measurement’. IFRS 9 has two measurement categories: amortized cost and fair value. All equity instruments are measured at fair value. A debt instrument is recorded at amortized cost only if the entity is holding it to collect contractual cash flows and the cash flows represent principal and interest. Otherwise it is measured at fair value with changes in fair value through profit or loss. In addition, this new standard has been updated to include guidance on financial liabilities and de-recognition of financial instruments and to include guidance on hedge accounting and allowing entities to early adopt the requirement to recognize changes in fair value attributable to changes in an entity’s own credit risk, from financial liabilities designated under the fair value option, in other comprehensive income.

Effective May 1, 2018, the Company adopted IFRS 9 retrospectively without restatement. As a result of the adoption, the Company reclassified $9,037 from accumulated other comprehensive loss to deficit on May 1, 2018 related to the reclassification of previously recognized available-for-sale marketable securities to fair value through profit or loss.

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WHITE METAL RESOURCES CORP. Notes to the Consolidated Financial Statements For the years ended April 30, 2020 and 2019 (Unaudited - Expressed in Canadian Dollars)

2. SIGNIFICANT ACCOUNTING POLICIES ( continued)

The Company also completed an assessment of its financial instruments as at May 1, 2018 and the only change in classification identified from the original classification under IAS 39 to IFRS 9 is that of marketable securities which was originally from fair value through other comprehensive income to fair value through profit or loss. The Company does not have any available-for-sale marketable securities classified as strategic investments.

  • The following standard is effective for annual periods beginning on or after January 1, 2019 and has been adopted by the Company:

IFRS 16, Leases

IFRS 16 introduces a single lessee accounting model and requires a lessee to recognize right of use assets and liabilities for leases. The Company elected to apply IFRS 16 using a modified retrospective approach; therefore, the comparative information has not been restated and continues to be reported under IAS 17, Leases. The details of the new accounting policy and the impact of the policy change are described below.

At inception of a contract, the Company must assess whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset over a period of time in exchange for consideration. The Company must assess whether the contract involves the use of an identified asset, whether it has the right to obtain substantially all of the economic benefits from the use of the asset during the term of the contract and if it has the right to direct the use of the asset.

As a lessee, the Company recognizes a right-of-use asset and a lease liability at the commencement date of the lease.

Right-of-use asset

The right-of-use asset is initially measured at cost, which is comprised of the initial amount of the lease liability adjusted for any lease payments made and any initial direct costs incurred at or before the commencement date, plus any decommissioning and restoration costs, less any lease incentives received.

The right-of-use asset is subsequently depreciated from the commencement date to the earlier of the end of the lease term, or the end of the useful life of the asset. In addition, the right-of-use asset may be reduced due to impairment losses, if any, and adjusted for certain re-measurements of the lease liability.

Lease liability

A lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date discounted by the interest rate implicit in the lease or, if that rate cannot be readily determined, the incremental borrowing rate. The lease liability is subsequently measured at amortized cost using the effective interest method.

Lease payments included in the measurement of the lease liability comprise: fixed payments; variable lease payments that depend on an index or a rate; amounts expected to be payable under any residual value guarantee; the exercise price under any purchase option that the Company would be reasonably certain to exercise; lease payments in any optional renewal period if the Company is reasonably certain to exercise an extension option; and penalties for any early termination of a lease unless the Company is reasonably certain not to terminate early. The Company has not included non-lease components related to premises leases in the determination of the lease liability.

The Company has elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a lease term of twelve months or less and leases of low-value assets. The lease payments associated with these leases are charged directly to income on a straight-line basis over the lease term.

  • 12 -

WHITE METAL RESOURCES CORP. Notes to the Consolidated Financial Statements For the years ended April 30, 2020 and 2019 (Unaudited - Expressed in Canadian Dollars)

2. SIGNIFICANT ACCOUNTING POLICIES ( continued)

As at the May 1, 2019 date of IFRS 16 adoption and during the year ended April 30, 2020, the Company had no leases requiring recognition under IFRS 16.

3. RESTRICTION ON THE USE OF CASH

During the year ended April 30, 2020, the Company issued common shares that were designated as being flow-through shares. One of the conditions of issuing flow-through shares is that the Company is required to retain the gross cash proceeds for the exclusive purpose of incurring qualified Canadian exploration expenditures, and not for other purposes.

Restricted cash, beginning of year
$ Gross proceeds received upon issuance of flow-through shares
Qualified exploration expenditures incurred with these funds
Restricted cash, end of year
$ Consists of:
Cash restricted for qualified exploration expenditures
$ GIC held for credit card collateral
$
April 30,
2020
288,864 $ -
(273,864)
15,000$ - $ 15,000
15,000$
April 30,
2019

301,065
381,000
(393,201)

288,864

273,864
15,000
288,864

4. MARKETABLE SECURITIES

Benton Resources Inc.
Minfocus Exploration Corp.
Quadro Resources Ltd.
Ardiden Limited
Balance, end of year
April 30,2020
April 30,2019
Number of
Shares
Market Value
Number of
Shares
Market Value
$ $ 25,000
2,875
25,000
1,250
61,428
1,536
61,428
2,764
1,000,000
130,000
-
-
5,592,949
20,302
5,592,949
15,871
154,713
19,885

All marketable securities are classified as FVTPL.

During the year ended April 30, 2019, Minfocus Exploration Corp. (“Minfocus”) completed a share consolidation transaction whereby 7 old Minfocus common shares were exchanged for 1 new Minfocus common share. The Company held 430,000 shares of Minfocus prior to the consolidation, and now holds 61,428 shares. The shares are valued at the April 30, 2020 closing price of $0.025 (April 30, 2019 - $0.045).

During the year ended April 30, 2020, the Company received 1,000,000 shares of Quadro Resources Ltd. (TSXV: QRO) pursuant to an option agreement related to the Company’s Seagull Lake Platinum-Palladium project more fully described in note 5(f) below. The shares are valued at the April 30, 2020 closing market price of $0.13 per share.

The 5,592,949 shares of Ardiden Ltd. (ASX: ADV) are valued at the April 30, 2020 closing market price of $0.004 AUD per share (April 30, 2019 - $0.003) translated at the April 30, 2020 exchange rate of $0.9075 CAD (April 30, 2019 - $0.9459 CAD).

  • 13 -

WHITE METAL RESOURCES CORP.

Notes to the Consolidated Financial Statements For the years ended April 30, 2020 and 2019 (Unaudited - Expressed in Canadian Dollars)

5. EXPLORATION AND EVALUATION ASSETS

For the year ended April 30, 2020

April 30, 2019 - Acquisition Costs
$ Additions
Write-downs
Recoveries/Earn-Ins
Subtotal
$ April 30, 2020- Acquisition Costs
$ April 30, 2019 - Exploration
and Evaluation Expenditures
$ Assaying
Prospecting
Geology
Geophysics
Linecutting
Trenching
Drilling
Environmental
Miscellaneous
Write-downs
Recoveries
Disposals
Subtotal
$ Apr. 30, 2020 - Exploration
and Evaluation Expenditures
$ Apr. 30, 2020 - Total
$
Shebandowan
(a)
DorWit
(d)
Okohongo
(e)
Other
(f)
Total

-
-
-
133,649
133,649
-
400,583
207,262
67,575
675,420
-
-
-
(82,945)
(82,945)
-
(100,000)
-
(33,750)
(133,750)

-
300,583
207,262
(49,120)
458,725

-
300,583
207,262
84,529
592,374

-
-
-
124,764
124,764
202
-
-
25,224
25,426
-
-
-
106,035
106,035
-
-
-
53,963
53,963
-
-
-
113,794
113,794
-
-
-
-
-
-
-
-
10,143
10,143
-
3,502
976
3,553
8,031
-
9,934
5,645
-
15,579
-
-
-
50
50
(202)
-
-
(105,333)
(105,535)
-
(9,404)
-
(16,960)
(26,364)
-
-
-
-
-

-
4,032
6,621
190,469
201,122

-
4,032
6,621
315,233
325,886

-
304,615
213,883
399,762
918,260
  • 14 -

WHITE METAL RESOURCES CORP. Notes to the Consolidated Financial Statements For the years ended April 30, 2020 and 2019 (Unaudited - Expressed in Canadian Dollars)

5. EXPLORATION AND EVALUATION ASSETS (continued)

For the year ended April 30, 2019

April 30, 2018 - Acquisition Costs
$ Additions
Write-downs
Grants
Subtotal
$ April 30, 2019- Acquisition Costs
$ April 30, 2018 - Exploration
and Evaluation Expenditures
$ Assaying
Prospecting
Geology
Geophysics
Linecutting
Trenching
Drilling
Miscellaneous
Write-downs
Disposals
Subtotal
$ April 30, 2019 - Exploration
and Evaluation Expenditures
$ April 30, 2019 - Total
$
Shebandowan
(a)
Pickle Lake
(b)
Gunners Cove
(c)
Other
(f)
Total

28,836
-
23,560
8,384
60,780
50
-
48,289
125,265
173,604
(28,886)
-
(9,168)
-
(38,054)
-
-
(62,681)
-
(62,681)

(28,836)
-
(23,560)
125,265
72,869

-
-
-
133,649
133,649

139,444
162,033
112,607
46,396
460,480
986
-
10,395
2,558
13,939
2,176
-
61,647
8,818
72,641
4,196
-
40,067
40,186
84,449
4,165
-
5,049
20,878
30,092
-
-
-
5,928
5,928
75
-
106,632
-
106,707
79,445
-
-
-
79,445
-
-
-
-
-
(230,487)
-
(336,397)
-
(566,884)
-
(162,033)
-
-
(162,033)

(139,444)
(162,033)
(112,607)
78,368
(335,716)

-
-
-
124,764
124,764

-
-
-
258,413
258,413

a) Shebandowan Base Metal-Gold Property, Ontario

The Shebandowan Property (“Shebandowan”) consists of the Company’s 100% owned Vanguard Base Metal Project (“Vanguard”), the contiguous claim group, west of the Vanguard, known as the Iris Lake Gold Property, and the contiguous claim group to the south known as the Shebandowan Gold Project.

Vanguard consists of 99 boundary and single cell mining claims totalling 2,107 hectares located in the Burchell Lake, Greenwater Lake, and Kashabowie Lake areas in the Thunder Bay Mining District, northwestern Ontario, approximately 100 kilometres west of Thunder Bay, Ontario.

At April 30, 2019 the Company recognized a probable impairment of the Shebandowan Gold Project, based on a lack of recent exploration work, by writing off all related deferred costs.

  • 15 -

WHITE METAL RESOURCES CORP. Notes to the Consolidated Financial Statements For the years ended April 30, 2020 and 2019 (Unaudited - Expressed in Canadian Dollars)

5. EXPLORATION AND EVALUATION ASSETS (continued)

b) Pickle Lake Gold Properties, Ontario

The Pickle Lake gold properties consist of four claims packages in the Pickle Lake area, Ontario:

  • Dorothy-Dobie Lake Property

  • Kasagiminnis Lake Property

  • South Limb Property

  • Pickle Lake West Property

During the year ended April 30, 2018, the Company announced that it signed a Letter of Intent (“LOI”) with Ardiden Limited. (“Ardiden”), a public company the shares of which trade on the Australian Securities Exchange (ASX: ADV). The LOI allowed Ardiden to acquire a 100% interest in all of the Company’s Pickle Lake projects, inclusive of assuming the obligations of all existing underlying option agreements on these properties (collectively, the “Project”). During the year ended April 30, 2019, after completion of a 12-month due diligence period, Ardiden acquired a 100% interest in the Project after making the required aggregate cash payments of $140,000 and issuing to the Company 5,592,949 Ardiden shares.

The Company will maintain the right to purchase the existing 1% NSR held by Murchison Minerals Ltd. on certain claims within the Dorothy-Dobie and Kasagiminnis properties, pursuant to which 0.5% can be purchased for $1,000,000 and the second 0.5% can be purchased for $1,500,000. The original vendor of the Kasagiminnis property will retain a 2% NSR of which 1% can be purchased by Ardiden for $1,000,000, with that company retaining a Right of First Refusal (“ROFR”) on the remaining 1%. With respect to certain other claims located within the Dorothy-Dobie claim group, the “Kukkee Option” (see press release dated July 4, 2016), the underlying vendor retains a 2% NSR of which 1% can be purchased by Ardiden for $1,000,000 with Ardiden retaining a ROFR on the remaining 1% NSR from the original vendor. In addition, the Company holds a 1% NSR on this same Kukkee Option claim group. The Company will retain a 2% NSR on the 100%-owned West Pickle and South Limb properties, of which 1% can be purchased by Ardiden for $1,000,000. Ardiden will have a ROFR on the remaining 1% NSR.

During the year ended April 30, 2019, the Company recorded a loss of $90,116 on the disposition of the property, representative of its residual carrying value net of all sales proceeds received.

c) Gunners Cove Gold-Base Metal Property, Newfoundland

During the year ended April 30, 2018, the Company signed a Letter of Intent (“LOI”) to earn 100% of the Gunners Cove Gold-Base Metals Property located approximately 20 kilometres north of St. Anthony, Newfoundland and Labrador and consisting of 467 claim units (16,100 ha). Under the terms of the LOI, the Company has the right to acquire a 100% interest from the vendor over a three-year period under the following terms:

 Total cash payments of $55,000: o Signing $5,000 (paid) o 1st Anniversary $10,000 (paid) o 2nd Anniversary $20,000 o 3rd Anniversary $20,000

 Total payment of 1,000,000 common shares: o Signing 250,000 (issued) o 1st Anniversary 250,000 (issued) o 2nd Anniversary 250,000 o 3rd Anniversary 250,000

  • 16 -

WHITE METAL RESOURCES CORP. Notes to the Consolidated Financial Statements For the years ended April 30, 2020 and 2019 (Unaudited - Expressed in Canadian Dollars)

5. EXPLORATION AND EVALUATION ASSETS (continued)

During the year ended April 30, 2019, the Company received an exploration grant from the Government of Newfoundland in the amount of $62,681 related to work carried out on the project during the year. The grant was recorded as a reduction of the deferred exploration and evaluation expenditures associated with the project in that fiscal year.

During the year ended April 30, 2019, the Company recognized a probable impairment of the property, based on a lack of recent exploration work, by writing off all remaining deferred costs. The property was returned to the vendor during the year ended April 30, 2020.

d) DorWit Copper-Silver Property, Namibia

During the year ended April 30, 2020, the Company incorporated a wholly-owned Namibian subsidiary, Aloe Investments Two Hundred and Thirty Seven (Proprietary) Limited (“Aloe 237”) and executed a binding letter of intent (the “DorWit LOI”) whereby Aloe 237 would acquire a 100% interest in the DorWit Copper-Silver Property (the “Property”), located approximately 150 km from Windhoek, Namibia, from Altan Minerals and Investments CC (“Altan”), a private Namibian company. The DorWit Copper-Silver Property comprises three Exclusive Prospecting Licenses (“EPL”) formally known as EPLs 7028, 7029 and 7030, encompassing approximately 78,865 hectares.

Pursuant to the DorWit LOI, White Metal committed to the following:

  • Pay Altan USD$75,000 upon closing (paid);

  • Issue 7 million common shares of the Company to Altan upon closing (issued); and

  • Issue a sufficient number of shares of Aloe 237 to provide Altan a 5% equity interest in Aloe 237, leaving the Company with a 95% interest in Aloe 237 (issued at a value of $19,960).

EPLs 7028, 7029 and 7030 have no associated royalties. Closing of the DorWit LOI was subject to TSX Venture Exchange approval which was received during the current year.

In addition, during the year ended April 30, 2020, the Company and RZJ Capital Management (“RZJ”) signed a binding letter of agreement (“LOA”) pursuant to which RZJ has the option to purchase 70% of the common shares of Aloe 237. The terms of the LOA are as follows:

  • RZJ will pay the Company a non-refundable $100,000 deposit (received) and shall have a three-month exclusive due diligence period from signing of the LOA;

  • Upon completion of due diligence and to acquire an initial 10% of the common shares of Aloe 237, RZJ will pay the Company a total payment of $500,000 consisting of one-half of the payment being made in cash and the remaining one-half in common shares (extended to October 15, 2020);

  • Upon completion of payments above, RZJ and the Company will establish a Joint Technical Committee (“JTC”) which will give equal vote with respect to exploration work and related expenditures on the Property (the Company will be the JTC Operator);

  • To acquire a further 10% interest in Aloe 237, increasing its interest to 20%, and maintain its option, RZJ must to spend a total of $500,000 in approved mineral exploration expenditures (between the three licenses) by the first anniversary of the settlement date;

  • To acquire a further 10% interest in Aloe 237, increasing its interest to 30%, and maintain its option, RZJ must spend a total of $1,000,000 in approved mineral exploration expenditures by the second anniversary of the settlement date;

  • To acquire a further 20% interest in Aloe 237, increasing its interest to 50%, and maintain its option, RZJ must spend a total of $2,000,000 in approved mineral exploration expenditures by the third anniversary of the settlement date. At this stage, RZJ will have the right to assume the role of operator;

  • 17 -

WHITE METAL RESOURCES CORP. Notes to the Consolidated Financial Statements For the years ended April 30, 2020 and 2019 (Unaudited - Expressed in Canadian Dollars)

5. EXPLORATION AND EVALUATION ASSETS (continued)

  • To acquire a further 20% interest in Aloe 237, increasing its interest to 70%, RZJ must spend a total of $5,000,000 in approved mineral exploration expenditures by the fourth anniversary of the settlement date;

  • Once a feasibility report has been completed, RZJ will be granted a 90-day Call Option to acquire the Company’s remaining 25% to 26.5% interest in Aloe 237 (the interest will depend on the actions of Altan - see below), the price to be based on an independent valuation using the feasibility report and the prevailing market capitalization at the time; and

  • If the Call Option is not exercised, the companies will enter into a Joint Venture Agreement with a 70%/25%/5% funding split or a 73.5%/26.5% funding split, depending on the actions of Altan (see below).

Altan is carried for exploration expenditures until an independent pre-feasibility report is completed and approved by the TSX-V. At such time, Altan must decide whether to contribute to future expenditures and maintain its interest or convert its interest to a 5% Net Profits Interest (“NPI”). This NPI may be purchased by the remaining partners at any time for USD$1,000,000.

e) Okohongo Copper-Silver Property, Namibia

During the year ended April 30, 2020, the Company incorporated a wholly-owned Namibian subsidiary, Aloe Investments Two Hundred and Thirty Eight (Proprietary) Limited (“Aloe 238”) and executed a binding letter of intent (the “Okohongo LOI”) to acquire a 100% interest in the Okohongo Copper-Silver Property (the “Property”) located in the northwest part of Namibia from Taranis Resources and Investments CC (“Taranis”), a private Namibian company. The Okohongo CopperSilver Property comprises one EPL formally known as EPL 7071, encompassing approximately 19,805 hectares.

Pursuant to the Okohongo LOI, White Metal committed to the following:

  • Pay Taranis USD$12,500 upon closing (paid);

  • Issue 4.5 million common shares of the Company to Taranis upon closing (issued); and

  • Issue a sufficient number of shares of Aloe 238 to provide Taranis a 5% equity interest in Aloe 238, leaving the Company with a 95% interest in Aloe 238 (issued at a value of $10,344).

EPL 7071 has no associated royalties.

f) Other Properties

The Company also retains certain other early-stage mineral property interests and significant transactions involving them are noted here:

Far Lake Copper-Silver Property, Ontario

During the year ended April 30, 2018, the Company acquired by staking a 100% interest in the Far Lake Copper-Silver Property located approximately 80 kilometres northwest of Thunder Bay, Ontario. The property consists of 383 mining claim units totalling 6,269 hectares. Refer also to Note 13.

Little Joanna Gold Property, Newfoundland

During the year ended April 30, 2019, the Company entered into an option agreement to acquire a 100% interest in the Little Joanna Gold Property, located approximately 25km northeast of the town of Glenwood in central Newfoundland. The property consists of 280 claim units (253 of which were staked by the Company and added to the option) covering 6,979 hectares. Pursuant to the terms of the option agreement, the Company is required to make cash payments totaling $170,000 and to issue 1,800,000 common shares to the vendors of the property as follows:

  • 18 -

WHITE METAL RESOURCES CORP. Notes to the Consolidated Financial Statements For the years ended April 30, 2020 and 2019 (Unaudited - Expressed in Canadian Dollars)

5. EXPLORATION AND EVALUATION ASSETS (continued)

  • $15,000 and 300,000 common shares upon receipt of regulatory approval; (paid and issued)

  • $25,000 and 300,000 common shares on or before the first anniversary;

  • $30,000 and 300,000 common shares on or before the second anniversary;

  • $40,000 and 400,000 common shares on or before the third anniversary; and

  • $60,000 and 500,000 common shares on or before the fourth anniversary.

The vendors will retain a 2% NSR, of which the Company will have the right to purchase half (1%) at any time for $1,000,000 and will have the ROFR on the remaining 1%. The option agreement is subject to an advance royalty payment of $7,000 per year, payable in cash or shares, after year five of the option agreement. The option agreement received regulatory approval in the current year.

During the year ended April 30, 2020, the Company terminated the option agreement and returned the property to the vendor. As a result, $121,841 in exploration and evaluation expenditures was written off during the year.

Williams Gold Property, Newfoundland

During the year ended April 30, 2019, the Company entered into an option agreement for a 100% interest in the Williams Gold Property, located approximately 40 km southwest of the town of Glenwood in central Newfoundland. The property consists of 8 claim units covering 199 hectares. Pursuant to the terms of the option agreement, the Company is required to make cash payments totaling $170,000 and to issue 1,800,000 common shares to the vendors of the property as follows:

  • $15,000 and 300,000 common shares upon receipt of regulatory approval; (paid and issued)

  • $25,000 and 300,000 common shares on or before the first anniversary;

  • $30,000 and 300,000 common shares on or before the second anniversary;

  • $40,000 and 400,000 common shares on or before the third anniversary; and

  • $60,000 and 500,000 common shares on or before the fourth anniversary.

The vendors will retain a 2% NSR, of which the Company will have the right to purchase half (1%) at any time for $1,000,000 and will have the ROFR on the remaining 1%. The option agreement is subject to an advance royalty payment of $7,000 per year, payable in cash or shares, after year five of the option agreement. The option agreement received regulatory approval in the current year.

During the year ended April 31, 2020, the Company terminated the option agreement and returned the property to the vendor. As a result, $57,820 in exploration and evaluation expenditures was written off during the year.

Williams West Gold Property, Newfoundland

During the year ended April 30, 2019, the Company staked 50 claim units totaling 1,247 hectares located proximate to the Williams Gold project (described above). The Company owns a 100% interest in these claim units.

With no further work planned on the property, the Company wrote-off $8,617 in exploration and evaluation expenditures during the year ended April 30, 2020.

Startrek Gold-Antimony Property, Newfoundland

During the year ended April 30, 2019, the Company executed an option agreement with Sokoman Minerals Corp. (“Sokoman”) to acquire a 100% interest in the Startrek Gold Project located east of Benton in central Newfoundland. The property consists of 278 claim units (238 of which were staked by the Company) covering 5,931 hectares. Pursuant to the terms of the option agreement, the Company is required to issue 1,750,000 common shares to Sokoman as follows:

  • 19 -

WHITE METAL RESOURCES CORP. Notes to the Consolidated Financial Statements For the years ended April 30, 2020 and 2019 (Unaudited - Expressed in Canadian Dollars)

5. EXPLORATION AND EVALUATION ASSETS (continued)

  • upon regulatory approval, 500,000 common shares of the Company; (received and issued)

  • 500,000 common shares on or before December 18, 2019 (issued); and

  • 750,000 common shares upon execution of an Amending Agreement (see Note 13).

The property is subject to a 2% NSR in favour of the original owner, of which the Company will have the right to purchase Sokoman’s right to purchase half (1%) for $1,000,000 at any time by paying Sokoman $175,000 and issuing Company common shares with a value of $250,000, and a 1% NSR in favour of Sokoman, of which the Company will have the right to purchase half (0.5%) at any time for $500,000.

Refer also to Note 13.

Seagull/Disraeli Cu-Ni-PGE Property, Ontario

The Seagull/Disraeli property was previously owned 40% by Canadian International Pharma Corp. (formerly Black Panther Mining Corp.), with the Company and Rainy Mountain Royalty Corp. (“Rainy Mountain”) each owning 30% interests. The Seagull/Disraeli Property (the “Property”) consists of 493 single cell mining claims totalling 10,413 hectares in the Anders Lake and Leckie Lake areas.

During the year ended April 30, 2019, the Company signed an agreement to acquire a 100% interest in the Seagull/Disraeli property from its partners. Pursuant to the purchase agreements, the Company completed the acquisition by issuing:

  • 200,000 common shares to Canadian International Pharma Corp., and

  • 150,000 common shares to Rainy Mountain.

White Metal will also have the right to purchase, for cash, certain of the outstanding NSR interests on the property, as follows:

  • 0.4% of the NSR controlled by Canadian International Pharma Corp. for $600,000;

  • 0.3% of the NSR controlled by Rainy Mountain for $450,000; and

  • 1.4% of the aggregate 2.4% NSR held by a prior owner of the property for $2,000,000.

During the year ended April 30, 2020, the Company signed a letter of intent (“LOI”) with Quadro Resources Ltd. (“Quadro”), granting Quadro the option to earn a 70% interest in the Seagull Lake Project, pursuant to Quadro paying $275,000 cash, issuing 6,500,000 Quadro common shares and completing $1,550,000 in work programs as follows:

  • $50,000 ($25,000 received and $25,000 subsequently received), the issuance of 1,000,000 Quadro common shares (received) and a $300,000 work program on the property during the first year;

  • $100,000, the issuance of 2,250,000 Quadro common shares and the completion of a $500,000 work program on the property on or before the second anniversary; and

  • $125,000, the issuance of 3,250,000 Quadro common shares and the completion of a $750,000 work program on the property on or before the third anniversary.

After Quadro earns a 70% interest in the Property, a joint venture will be formed, with Quadro having an initial 70% interest and the Company a 30% interest. If either participant’s joint venture interest dilutes below 10%, that participant’s interest shall be converted to a 0.5% NSR.

The Company recorded the initial cash and share payments first as a reduction to the deferred exploration and evaluation expenditures associated with the property with the balance, $84,290, being recorded as a gain on disposition of exploration and evaluation assets in the consolidated statement of comprehensive loss for the year.

  • 20 -

WHITE METAL RESOURCES CORP. Notes to the Consolidated Financial Statements For the years ended April 30, 2020 and 2019 (Unaudited - Expressed in Canadian Dollars)

5. EXPLORATION AND EVALUATION ASSETS (continued)

Spike Lake/Elm Lake Cu-Ni-PGE Properties, Ontario

During the year ended April 30, 2020, the Company acquired by staking an interest in two additional prospective CopperNickel-PGE targets totalling 3,633 hectares located about 17 km northeast of the Seagull/Disraeli property. The Spike Lake PGE project consists of 107 single cell mining claims covering approximately 2,259 hectares. The Elm Lake PGE project consists of 65 single cell mining claims covering approximately 1,374 hectares.

6. SHARE CAPITAL

a) The authorized share capital of the Company consists of an unlimited number of common shares.

Details of the Company’s share capital transactions during the year ended April 30, 2020 and year ended April 30, 2019 are as follows:

  • (i) During July 2018, the Company issued a total of 631,900 common shares upon the exercise of 631,900 common share purchase warrants at an average exercise price of $0.142 for proceeds of $89,785.

  • (ii) During August 2018, the Company issued a total of 192,500 common shares upon the exercise of warrants at an exercise price of $0.15 for gross proceeds of $28,875.

  • (iii) During September 2018, the Company completed a non-brokered private placement financing and issued 1,340,000 flow-through units at a price of $0.15 per unit for gross proceeds of $201,000. Each flow-through unit consists of one flow-through common share and one-half common share purchase warrant, each whole warrant entitling the holder thereof to purchase an additional common share of the Company at an exercise price of $0.25 until September 21, 2020. The Company paid cash commissions and expenses totaling $8,440 pursuant to the financing.

  • (iv) On October 3, 2018, the Company issued 250,000 common shares valued at $0.11 per share to the vendor of the Gunners Cove property as outlined in note 5(c) pursuant to the first anniversary of the option agreement.

  • (v) On November 16, 2018, the Company issued a total of 600,000 common shares valued at $0.07 per share pursuant to option agreements on the Little Joanna and Williams gold projects outlined in note 5(f).

  • (vi) On December 31, 2018, the Company completed a non-brokered private placement financing and issued 3,600,000 flow-through units at a price of $0.05 per unit for gross proceeds of $180,000. Each flow-through unit consists of one flow-through common share and one common share purchase warrant, each warrant entitling the holder thereof to purchase an additional common share of the Company at an exercise price of $0.15 until December 31, 2020. The Company paid cash commissions and expenses totaling $6,550 pursuant to the financing.

The deferred premium on the issuance of the flow-through shares issued during the year ended April 30, 2020 described above, was $nil (April 30, 2019 - $56,100). The cash proceeds of the placements in excess of the fair value of the Company’s shares issued is treated as a liability in accordance with IFRS. This liability is reversed into earnings as the Company incurs flow-through eligible exploration and evaluation expenditures. $45,303 in flow-through share premiums was recognized as income during the year ended April 30, 2020 (April 30, 2019 – $33,605) resulting in a remaining deferred premium balance of $nil (April 30, 2019 - $45,303).

  • (vii) On January 10, 2019, the Company issued 500,000 common shares valued at $0.05 per share pursuant the Startrek property option agreement detailed in note 5(f) above.

  • (viii) On March 20, 2019, the Company issued 350,000 common shares valued at $0.045 per share pursuant to the acquisition of a 100% interest in Seagull/Disraeli property detailed in note 5(f) above.

  • 21 -

WHITE METAL RESOURCES CORP.

Notes to the Consolidated Financial Statements For the years ended April 30, 2020 and 2019 (Unaudited - Expressed in Canadian Dollars)

6. SHARE CAPITAL (continued)

  • (ix) On June 17, 2019, the Company issued 7 million common shares valued at $0.04 per share pursuant to the acquisition of the DorWit Copper-Silver Property in Namibia detailed in note 5(d). In addition, the Company issued 4.5 million common shares valued at $0.04 per share pursuant to the acquisition of the Okohongo CopperSilver Property in Namibia detailed in note 5(e).

  • (x) On June 17, 2019, the Company issued 14 million common shares pursuant to the closing of two private placements for gross proceeds totaling $700,000. The placements consisted of $0.05 units, with each unit containing a common share of the Company and a common share purchase warrant, each warrant entitling the holder thereto to acquire an additional common share of the Company for $0.10 until June 17, 2021. The Company paid cash commissions and expenses totaling $20,230 and issued 294,000 broker warrants valued at $8,310 in connection with the placements under the same conditions as the warrants issued above.

  • (xi) On July 2, 2019, the Company issued 120,000 shares valued at $0.05 per share and issued 120,000 warrants at an exercise price of $0.10 per share until July 2021 pursuant to a shares-for-debt settlement that was filed and accepted by the TSX Venture Exchange during the period.

  • (xii) On February 13, 2020, the Company issued 500,000 shares valued at $0.05 per share to complete the first anniversary option payment on the Startrek property detailed in Note 5(f) above.

  • b) Share-based payments and share purchase options

The Company applies the fair value method of accounting for share-based payments using the Black Scholes valuation model.

For options granted on June 20, 2019, the fair value of each vested option is $0.04154 and was estimated on the grant date with the following assumptions: dividend yield of 0%, expected volatility of 172%, a risk-free interest rate of 1.34% and an expected life of approximately 5 years.

The continuity of share purchase options is as follows:

Weighted Average
Number of Options Exercise Price
$
Outstanding, April 30, 2018 3,140,000 0.10
Expired/Cancelled (160,000) 0.10
Outstanding, April 30, 2019 2,980,000 0.10
Granted 1,700,000 0.10
Expired/Cancelled (1,085,000) 0.10
Outstanding,April 30,2020 3,595,000 0.10

(1) At April 30, 2020, the weighted-average remaining contractual life of stock options outstanding is 3.1 years (April 30, 2019 – 2.14 years)

As at April 30, 2020, the following options were outstanding:

Number of Options Exercise Price Expiry Date
$
275,000 0.10 April 12, 2021
1,445,000 0.10 August 29, 2022
175,000 0.10 February 8, 2023
1,700,000 0.10 June 20, 2024
3,595,000
  • 22 -

WHITE METAL RESOURCES CORP. Notes to the Consolidated Financial Statements For the years ended April 30, 2020 and 2019 (Unaudited - Expressed in Canadian Dollars)

6. SHARE CAPITAL (continued)

c) Share purchase warrants

The continuity of share purchase warrants is as follows:

Weighted Average
Number of Warrants ExercisePrice
$
Outstanding, April 30, 2018 13,995,829 0.14
Issued to investors in private placement 4,270,000 0.17
Exercised during the year (824,400) 0.14
Expired during the year (9,514,597) 0.15
Outstanding, April 30, 2019 7,926,832 0.15
Issued to investors in private placement 14,000,000 0.10
Issued to finders in private placement 294,000 0.10
Issued in shares-for-debt settlement 120,000 0.10
Expired during the period (3,656,832) 0.15
Outstanding,April 30,2020 18,684,000 0.12

As at April 30, 2020, the following warrants were outstanding:

Number of Warrants Exercise Price Expiry Date
$
670,000 0.25 September 21, 2020
3,600,000 0.15 December 31, 2020
14,294,000 0.10 June 17, 2021
120,000 0.10 July 2, 2021
18,684,000

294,000 brokers’ warrants were issued on June 17, 2019 pursuant to the closing of two private placements. The recorded fair value of each warrant is $0.02827 and was estimated on the issuance date with the following assumptions: dividend yield of 0%, expected volatility of 183%, a risk-free interest rate of 1.41% and an expected life of approximately 2 years using the Black Scholes valuation model. $8,310 was recorded as share issue costs pursuant to this issuance.

7. RELATED PARTY TRANSACTIONS

Key management personnel compensation:

April 30, 2020 April 30, 2019
$ $
Salaries and benefits 99,982 71,824
Share–based payments 13,499 -
Accounting, consulting, property contracting services, equipment
rentals and office rent 104,888 124,548
Total keymanagementpersonnel compensation 218,369 196,372

All transactions with related parties have occurred in the normal course of operations and management represents that they have occurred on a basis consistent with those involving unrelated parties, and accordingly that they are measured at fair value. Details of the balances in the table above are more fully described below.

  • 23 -

WHITE METAL RESOURCES CORP. Notes to the Consolidated Financial Statements For the years ended April 30, 2020 and 2019 (Unaudited - Expressed in Canadian Dollars)

7. RELATED PARTY TRANSACTIONS (continued)

During the year ended April 30, 2020, Michael Stares, interim President and CEO of the Company, earned $99,982 in salary and statutory benefits (April 30, 2019 – $71,824) for exploration property management and administrative services and $1,575 for equipment rentals (April 30, 2019 - $895). At April 30, 2020 the Company owed Michael Stares $390 (April 30, 2019 - $618) for geophysical equipment rentals. In addition, during the year ended April 30, 2020, the Company was billed $2,800 by Stares Contracting Corp., a company co-owned by Michael Stares, for truck rentals (April 30, 2019 - $2,295). At April 30, 2020, the Company owed Stares Contracting Corp. $791 (April 30, 2019 - $nil).

During the year ended April 30, 2020, Benton Resources Inc. (“Benton”), a company Michael Stares is a director and former employee of, billed $12,000 (April 30, 2019 - $16,550) to the Company for office rent. At April 30, 2020, the Company owed Benton $nil (April 30, 2019 - $3,390).

During the year ended April 30, 2020, Jean-Pierre Colin, a director, billed the Company $2,250 (April 30, 2019 - $35,000) for monthly consulting fees related to his duties as President and CEO, which ended in the current year.

During the year ended April 30, 2020, Dr. Scott Jobin-Bevans, VP Exploration for the Company and a director, billed the Company $24,000 (April 30, 2019 - $24,000) for monthly consulting fees related to his duties at a rate of $2,000 per month. In addition, during the year ended April 30, 2020, the Company was billed $5,829 by Caracle Creek International Consulting Inc. (“Caracle Creek”), a company of which Dr. Jobin-Bevans is President/CEO and a director of, for technical property consulting services.

During the year ended April 30, 2020, Stares Prospecting Ltd., a company controlled by Company director Alex Stares, billed $62,263 (April 30, 2019 - $40,988) to the Company for property contracting services, equipment rentals and expense reimbursements.

Refer also to note 5(a).

8. CAPITAL MANAGEMENT

The Company’s objectives for the management of capital are to safeguard the Company’s ability to continue as a going concern, including the preservation of capital, and to achieve reasonable returns on invested cash after satisfying the objective of preserving capital.

The Company considers its cash and cash equivalents to be its manageable capital. The Company’s policy is to maintain sufficient cash and deposit balances to cover operating and exploration costs over a reasonable future period. The Company accesses capital markets as necessary and may also acquire additional funds where advantageous circumstances arise.

The Company currently has no externally-imposed capital requirements except to maintain sufficient cash and deposit balances to meet exploration commitments entered into pursuant to flow-through share purchase agreements.

9. FINANCIAL INSTRUMENT RISKS

The Company’s financial instruments are exposed to the following risks:

Credit Risk

The Company’s primary exposure to credit risk is the risk of illiquidity of cash amounting to $374,683 at April 30, 2020 (April 30, 2019 - $351,136). As the Company’s policy is to limit cash holdings to instruments issued by major Canadian banks, or investments of equivalent or better quality, the credit risk is considered by management to be negligible.

  • 24 -

WHITE METAL RESOURCES CORP. Notes to the Consolidated Financial Statements For the years ended April 30, 2020 and 2019 (Unaudited - Expressed in Canadian Dollars)

9. FINANCIAL INSTRUMENT RISKS (continued)

Interest Rate Risk

The Company currently has cash balances only. The Company’s current policy is to invest excess cash in investment-grade short-term deposit certificates issued by its banking institution.

Fair Value of Financial Instruments

The fair value of the Company’s financial assets and liabilities approximates the carrying amount. Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:

  • Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;

  • Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and

  • Level 3 – Inputs that are not based on observable market data.

The fair value classifications of the Company’s financial instruments as at April 30, 2020 and 2019 are as follows:

Fair
value
level
2020
2019
Fair value
through
profit or
loss
Amortized
cost
Fair value
through
profit or
loss
Loans and
receivables and
other financial
liabilities at
amortized cost
Financial assets:
Cash and restricted cash
1
Marketable securities
1
Refundable security deposits
1
$ $ $ $ 374,683
-
351,136
-
154,713
-
19,885
-
-
20,550
-
26,150
529,396
20,550
371,021
26,150
Financial liabilities:
Accounts payable and accrued liabilities
28,036
-
51,484
-
28,036
-
51,484

During the years ended April 30, 2020 and 2019, there were no transfers between level 1, level 2 and level 3 classified assets and liabilities.

  • 25 -

WHITE METAL RESOURCES CORP. Notes to the Consolidated Financial Statements For the years ended April 30, 2020 and 2019 (Unaudited - Expressed in Canadian Dollars)

10. INCOME TAXES

A reconciliation of income taxes at statutory rates is as follows:

2020 2019
$ $
Net loss for theyear before tax (393,858) (930,355)
Expected income tax recovery (104,785) (251,196)
Net adjustment for deductible and non-deductible amounts 22,744 187,442
Unrecognized benefit of taxpool assets 82,041 63,754
- -

The significant components of the Company’s deferred income tax assets (liabilities) are as follows:

2020 2019
$ $
Deferred income tax assets (liabilities):
Non-capital loss carry-forwards 922,635 856,454
Exploration and evaluation assets 1,317,614 1,400,596
Other items 21,269 18,169
2,261,518 2,275,219
Valuation allowance (2,261,518) (2,275,219)
Net deferred income tax assets(liabilities) - -

Deductible temporary differences, unused tax losses and unused tax credits for which no deferred tax assets have been recognized are attributable to the following:

2020 2019
$ $
Deferred income tax assets:
Non-capital loss carry-forwards 3,480,084 3,172,052
Exploration and evaluation assets 4,972,127 5,187,392
Other items 80,260 67,295
8,532,471 8,426,739
  • 26 -

WHITE METAL RESOURCES CORP. Notes to the Consolidated Financial Statements For the years ended April 30, 2020 and 2019 (Unaudited - Expressed in Canadian Dollars)

10. INCOME TAXES (continued)

The Company has Canadian non-capital losses available for possible deduction against future years’ taxable income of approximately $3,476,000 (2019 - $3,173,000). The Company has not recognized any future benefit for these tax losses, credits and resource deductions, as the likelihood of their utilization is unknown. If unused, these non-capital losses will expire as follows:

2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
$ 221,000
373,000
802,000
199,000
202,000
140,000
223,000
238,000
109,000
101,000
75,000
90,000
163,000
236,000
304,000
3,476,000

11. REFUNDABLE SECURITY DEPOSITS

Refundable security deposits of $20,550 (April 30, 2019 - $26,150) represents security deposits paid to the Government of Newfoundland and Labrador in connection with mineral property claims located in that province. These refundable security deposits are refundable to the Company upon submission by the Company of a report covering the first-year work requirements, which meets the requirements of the Government of Newfoundland and Labrador.

12. GEOGRAPHIC SEGMENTED INFORMATION

Details are as follows:
Canada Namibia Total
$ $ $
April 30, 2020
Loss and comprehensive loss for the year 390,105 3,753 393,858
Current assets 555,303 1,219 556,522
Non-current assets 399,763 518,497 918,260
Total assets 955,066 519,716 1,474,782
Total liabilities 28,036 - 28,036
  • 27 -

WHITE METAL RESOURCES CORP. Notes to the Consolidated Financial Statements For the years ended April 30, 2020 and 2019 (Unaudited - Expressed in Canadian Dollars)

13. SUBSEQUENT EVENTS

The following events occurred after the reporting date of April 30, 2020:

  • The Company signed a letter of intent (“LOI”) with Benton Resources Inc., (“Benton”) for Benton to earn up to a 70% interest in the Far Lake Copper-Silver Project (the “Project”). Under the terms of the LOI, Benton would acquire from the Company in an initial option for a 60% interest in the Project (the “Initial Option”), followed by a second option to acquire an additional 10% interest (the “Second Option”) in the Project.

Initial Option: It is contemplated that Benton may exercise the Initial Option by completing the following:

  • Paying $25,000 and issuing 300,000 common shares to the Company within three days of receipt of TSX Venture Exchange (the “Exchange”) approval for the LOI (subsequently received, paid and issued);

  • Completing $200,000 of exploration expenditures on the Project on or before the first anniversary of execution of the LOI;

  • Paying $30,000 and issuing 400,000 common shares to the Company on or before the first anniversary of execution of the LOI;

  • Completing an additional $200,000 of exploration expenditures on the Project on or before the second anniversary of execution of the LOI;

  • Paying $50,000 and issuing 400,000 common shares to the Company on or before the second anniversary of execution of the LOI;

  • Completing an additional $300,000 of exploration expenditures on the Project on or before the third anniversary of execution of the LOI;

  • Paying $100,000 and issuing 500,000 common shares to the Company on or before the third anniversary of execution of the LOI; and

  • Completing an additional $300,000 of exploration expenditures on the Project on or before the fourth anniversary of execution of the LOI.

Second Option: Subject to exercising the Initial Option, Benton will have 90 days from the fourth anniversary of execution of the LOI to indicate its intention to exercise the Second Option by issuing 500,000 common shares to the Company and subsequently completing an additional $1 million of exploration expenditures on the Project on or before the fifth anniversary of the LOI.

  • The Company signed a binding letter of intent (“LOI”) to enter into an option agreement to earn a 100% interest in the Tower Stock Gold Project (the “Property”), located approximately 40 kilometres northwest of Thunder Bay, Ontario. Pursuant to the terms of the LOI, to exercise the option the Company is required to make cash payments totaling $150,000 and to issue 1,200,000 common shares to the optionor of the Property as follows:

  • $25,000 and 300,000 common shares upon receipt of regulatory approval;

  • $35,000 and 300,000 common shares on or before the first anniversary of the LOI;

  • $40,000 and 300,000 common shares on or before the second anniversary of the LOI; and

  • $50,000 and 300,000 common shares on or before the third anniversary of the LOI.

The optionor shall retain a 1% NSR, of which the Company may purchase half (0.5%) by paying the optionor $1,000,000, over claims that the optionor is able to receive an NSR without being in breach of a purchase agreement between the optionor and a third party. The Company shall also grant the optionor a 2% NSR over claims the Company stakes within a 1.6-kilometre area of interest and make advance royalty payments of $5,000 per year, payable in cash or shares, after the third year of the option agreement.

  • 28 -

WHITE METAL RESOURCES CORP.

Notes to the Consolidated Financial Statements For the years ended April 30, 2020 and 2019 (Unaudited - Expressed in Canadian Dollars)

13. SUBSEQUENT EVENTS (continued)

  • On July 8, 2020, the Company granted 150,000 share purchase options exercisable at a price of $0.10 per share for five years.

  • On August 19, 2020, the Company closed a non-brokered private placement, issuing 2,753,571 flow-through units at a price of $0.07 per flow-through unit for gross proceeds of $192,750, and 20,650,000 non-flow-through units at a price of $0.05 per unit for gross proceeds of $1,032,500. Each flow-through unit consists of one flow-through common share of the Company and one-half of one common share purchase warrant, with each full warrant exercisable at a price of $0.10 per share for 24 months after closing. Each non-flow-through unit consists of one common share of the Company and one common share purchase warrant exercisable at a price of $0.10 per share for 24 months after closing. In conjunction with the closing of the private placement, the Company paid net cash commissions of $12,603.

  • On August 17, 2020, the Company and Sokoman entered into an Amending Agreement, subject to TSX-V approval, to amend the Startrek Gold Project property option agreement. Under the original option agreement, the Company’s remaining obligations to acquire a 100% interest in the property immediately prior to the Amending Agreement were to issue to Sokoman 500,000 Company common shares on or before December 18, 2020 and 500,000 Company common shares on or before December 18, 2021. As amended, to exercise the option and acquire the property, the Company must issue 750,000 Company common shares to Sokoman upon execution of the Amending Agreement, subject to TSX-V approval, and the Company may purchase from Sokoman the right to buy half (1%) of the 2% NSR in favour of the original owner at any time for $1,000,000 by paying Sokoman $175,000 cash and issuing Company common shares with a value of $250,000.

  • 29 -