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Thunder Gold Corp. Interim / Quarterly Report 2022

Dec 7, 2021

43660_rns_2021-12-06_be1dbe3a-dbb0-405c-9f66-377c8323d9e4.pdf

Interim / Quarterly Report

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Condensed Consolidated Interim Financial Statements Second Quarter ended October 31, 2021

(Expressed in Canadian Dollars) (Unaudited)

NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS

These condensed consolidated interim financial statements of the Company for the period ending October 31, 2021 have been prepared by management and have not been subject to review by the Company’s auditors.

WHITE METAL RESOURCES CORP.

Condensed Consolidated Interim Statements of Financial Position

(Unaudited - Expressed in Canadian Dollars)

October 31,
2021
April 30,
2020
$
Assets
Current assets
Cash
1,734,060
Cash – restricted (Note 3)
15,000
Amounts receivable
97,737
Prepaid expenses
86,836
Marketable securities (Note 4)
987,899
Refundable securitydeposits(Note 9)
11,000
$
2,893,196
15,000
122,214
24,363
818,424
11,800
2,932,532
Property and equipment, net (Note 5)
12,630
Exploration and evaluation assets(Note 6)
3,386,812
3,884,997
8,607
2,321,023
6,331,974 6,214,627
Liabilities and Equity
Current liabilities
Accountspayable and accrued liabilities(Note 8)
160,265
122,802
Equity
Share capital (Note 7)
7,145,194
Reserves
1,397,523
Deficit
(2,399,843)
6,952,194
1,038,365
(1,927,569)
Equity attributable to the owners of the Company
6,142,874
Non-controllinginterests
28,835
6,062,990
28,835
6,171,709 6,091,825
6,331,974 6,214,627

See accompanying notes to the condensed consolidated interim financial statements

Nature and continuance of operations (Note 1) Commitments and Contingencies (Note 11) Subsequent Events (Note 12)

Approved by the Board of Directors and authorized for issue on December 6, 2021.

“Michael Stares” Michael Stares, Director

“Elliot Strashin” Elliot Strashin, Director

- 3 -

WHITE METAL RESOURCES CORP.

Condensed Consolidated Interim Statements of Comprehensive Income (Loss) (Unaudited - Expressed in Canadian Dollars)

Three
Months
Ended
Oct. 31,
2021
Three
Months
Ended
Oct. 31,
2020
Six
Months
Ended
Oct. 31,
2021
Six
Months
Ended
Oct. 31,
2020
$
$
$
Operating costs and expenses
Advertising and promotion
49,517
2,000
112,216
Bank charges and interest
1,672
671
4,242
Consulting
18,420
6,000
40,855
Depreciation
673
503
1,347
General exploration
-
90
-
Insurance
3,234
3,012
5,753
Legal and accounting
28,000
19,055
50,578
Share-based payments
-
123,075
359,158
Salaries and benefits
16,652
9,348
36,710
Office and miscellaneous
3,938
4,373
8,946
Trust and filingfees
4,270
7,647
9,984
$
3,411
1,025
10,000
503
8,773
6,052
44,606
130,749
20,878
10,291
10,006
(246,294)
104
25,000
123,396
(2,612)
-
235,067
134,661
134,661
-
134,661
83,112,796
$0.00
Loss before other items
(126,376)
(175,774)
(629,789)
Other items:
Interest income
629
104
1,112
Gain on disposition of exploration and evaluation
assets (Note 6)
98,063
-
124,618
Gain on sale of marketable securities (Note 4)
-
123,396
39,565
Write-down of exploration and evaluation assets
(3,360)
(22)
(3,855)
Other income
-
-
100
Unrealizedgain(loss)on marketable securities
(140,411)
(19,500)
(4,025)
Net income (loss) and comprehensive income (loss) for
theperiod
(171,455)
(71,796)
(472,274)
Net income (loss) and comprehensive income (loss)
attributed to:
Shareholders of parent company
(171,455)
(71,796)
(472,274)
Non-controllinginterests
-
-
-
(171,455)
(71,796)
(472,274)
Weighted average number of common shares outstanding
128,589,750
92,866,680
128,146,815
Basic and diluted income (loss) per share
$0.00
$0.00
$0.00

See accompanying notes to the condensed consolidated interim financial statements

- 4 -

WHITE METAL RESOURCES CORP.

Condensed Consolidated Interim Statements of Cash Flows (Unaudited - Expressed in Canadian dollars)

Six
Months
Ended
October 31,
2021
Six
Months
Ended
October 31,
2020
$ Cash provided by (used for):
Operating activities
Net income (loss) for the period
(472,274)
Items not involving cash:
Share-based payments
359,158
Depreciation
1,347
Gain on disposition of exploration and evaluation assets
(124,618)
Gain on sale of marketable securities
(39,565)
Write-down of exploration and evaluation assets
3,855
Unrealized loss (gain) on marketable securities
4,025
Changes in non-cash operating capital:
Amounts receivable
24,477
Prepaid expenses
(62,473)
Accounts payable and accrued liabilities
37,463
$ 134,661
130,749
503
(25,000)
(123,396)
2,612
(235,067)
(14,639)
(5,897)
50,766
(268,605) (84,708)
Investing activities
Exploration and evaluation expenditures
(1,217,026)
Proceeds and expense recoveries on optioning or disposition of exploration and
evaluation assets
80,000
Purchase of property and equipment
(5,370)
Proceeds on disposition of marketable securities
91,065
Refundable security deposits
800
(276,687)
75,000
(7,251)
494,196
2,500
(1,050,531) 287,738
Financing activities
Cash from shares issued
160,000
Share issue costs
-
1,225,250
(24,228)
160,000 1,200,962
Increase (decrease) in cash for the period
(1,159,136)
Cash, beginning of the period
2,908,196
1,403,992
374,683
Cash,end of theperiod
1,749,060
1,778,675
Cash consists of the following:
Cash
1,734,060
Cash-restricted
15,000
1,634,211
144,464
1,749,060 1,778,675
upplemental information
Shares issued for exploration and evaluation assets
33,000
Shares received for exploration and evaluation assets
225,000
62,250
33,000

See accompanying notes to the condensed consolidated interim financial statements

- 5 -

WHITE METAL RESOURCES CORP.

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

Number of Share Non-controlling Total
shares capital Reserves Deficit interests equity
$ $ $ $ $
April 30, 2020 73,439,640 3,224,218 772,995 (2,580,771) 30,304 1,446,746
Issued for cash:
Private placements 23,403,571 1,220,810 4,440 - - 1,225,250
Share issue costs - cash - (24,288) - - - (24,288)
Issued in connection with property option agreements 1,050,000 62,250 - - - 62,250
Share-based payments - - 130,749 - - 130,749
Net income for theperiod - - - 134,661 - 134,661
October 31, 2020 97,893,211 4,482,990 908,184 (2,446,110) 30,304 2,975,368
April 30, 2021 126,689,750 6,952,194 1,038,365 (1,927,569) 28,835 6,091,825
Issued for cash:
Warrant exercises 1,600,000 160,000 - - - 160,000
Issued in connection with property option agreements 300,000 33,000 - - - 33,000
Share-based payments - - 359,158 - - 359,158
Net income for theyear - - - (472,274) - (472,274)
October 31, 2021 128,589,750 7,145,194 1,397,523 (2,399,843) 28,835 6,171,709

See accompanying notes to the condensed consolidated interim financial statements

  • 6 -

WHITE METAL RESOURCES CORP. Notes to the Condensed Consolidated Interim Financial Statements Six months ended October 31, 2021 (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 & Labrador, Canada as well as in Namibia, in southern Africa. The address of its corporate office and principal place of business is 684 Squier Street, Thunder Bay, Ontario, Canada, P7B 4A8. The Company's common shares are listed for trading on the TSX Venture Exchange ("TSX-V"), under the symbol WHM.

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 $2,399,843 and expects to incur further losses in the development of its business, and at October 31, 2021 has no source of operating revenue.

2. SIGNIFICANT ACCOUNTING POLICIES

a) Statement of compliance

These condensed consolidated 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 accounting policies followed in these condensed interim financial statements are the same as those applied in the audited annual consolidated financial statements of the Company for the year ended April 30, 2021.

The policies applied in these interim condensed financial statements are based on IFRS issued and outstanding as of December 6, 2021, the date the Audit Committee approved the statements. Any subsequent change to IFRS after this date could result in changes to the financial statements for the year ended April 30, 2021.

The condensed interim financial statements do not contain all disclosures required under IFRS and should be read in conjunction with the audited annual financial statements and the notes thereto for White Metal Resources for the year ended April 30, 2021.

  • 7 -

WHITE METAL RESOURCES CORP. Notes to the Condensed Consolidated Interim Financial Statements Six months ended October 31, 2021 (Unaudited - Expressed in Canadian Dollars)

2. SIGNIFICANT ACCOUNTING POLICIES ( continued)

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 75%-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, plus income and less losses attributed to the non-controlling interests. Estimates of the fair values of subsidiaries' issuances of shares to non-controlling shareholders were determined with reference to the Company’s other property acquisition costs incurred to obtain effective 95% interests.

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 subsidiaries 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.

  • 8 -

WHITE METAL RESOURCES CORP. Notes to the Condensed Consolidated Interim Financial Statements Six months ended October 31, 2021 (Unaudited - Expressed in Canadian Dollars)

3. RESTRICTION ON THE USE OF CASH

During the year ended April 30, 2021, 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
$
October 31,
2021

15,000 $ -
-

15,000$
- $ 15,000
15,000$
April 30,
2021

15,000
805,250
(805,250)

15,000

-
15,000
15,000

4. MARKETABLE SECURITIES

October 31,2021 October 31,2021 April 30,2021 April 30,2021
Number of Number of
Shares Market Value Shares Market Value
$ $
Benton Resources Inc. 725,000 141,375 325,000 47,125
Leocor Gold Inc. 330,333 155,257 133,333 66,667
Noronex Ltd. 5,500,000 691,267 5,500,000 704,632
Balance, end of year 987,899 818,424

All marketable securities are classified as FVTPL.

During the period ended October 31, 2021, the Company received an additional 400,000 shares of Benton Resources Inc. (“Benton”) pursuant to the first anniversary option agreement on the Company’s Far Lake property. The 725,000 shares the Company currently holds are valued at the October 31, 2021 closing price of $0.19 (April 30, 2021 - $0.145). See note 6(d).

During the year ended April 30, 2021, the Company disposed of all shares of Minfocus Exploration Corp. for gross proceeds of $3,289 and recorded a gain on disposition of $1,753.

During the year ended April 30, 2021, the Company disposed of all shares of Quadro Resources Ltd. for gross proceeds of $262,925 and recorded a gain on disposition of $132,925. See note 6(d).

During the year ended April 30, 2021, the Company received 133,333 shares of Leocor Gold Inc. (“Leocor”) (CSE: LECR) pursuant to an option agreement on the Company’s Startrek Gold-Antimony project in Newfoundland. During the period ended Octobre 31, 2021, the Company disposed of 103,000 shares of Leocor for gross proceeds of $91,065 and recorded a gain on disposition in the amount of $39,565 in the current period. In addition during the period ended October 31, 2021, the Company received an additional 300,000 shares of Leocor (restricted from trading until February 6, 2022) pursuant to the first anniversary option payment on the Startrek property. The 330,333 shares that remain are valued at the October 31, 2021 closing price of $0.47 (April 30, 2021 - $0.50). See note 6(d).

  • 9 -

WHITE METAL RESOURCES CORP. Notes to the Condensed Consolidated Interim Financial Statements Six months ended October 31, 2021 (Unaudited - Expressed in Canadian Dollars)

4. MARKETABLE SECURITIES (continued)

During the year ended April 30,2021, the Company received 5,500,000 shares of Noronex Ltd. (“Noronex”) (ASX: NRX) pursuant to the Company’s binding letter agreement with RZJ Capital Management executed during April 30, 2020 related to the Company’s DorWit Copper-Silver property in Namibia held by the Company’s 75%-owned Namibian subsidiary Aloe 237. The shares are valued at the October 31, 2021 closing price of $0.135 AUD per share (April 30, 2021 - $0.135 AUD) translated at the October 31, 2021 exchange rate of $0.9310 CAD (April 30, 2021 - $0.9490 CAD). The shares remain in escrow in accordance with the letter agreement until November 2021. See note 6(b).

During the year ended April 30, 2021, the Company disposed of its shares of Ardiden Limited for net proceeds of $227,962 and recorded a gain on disposition in the current year of $207,660.

5. PROPERTY AND EQUIPMENT

General Equipment
Computer Equipment
October 31, 2021
Accumulated
Cost
Amortization
Net
$ 12,995 $ 1,717 $ 11,278
2,251
899
1,352
$ 15,246
2,616
12,630
April 30, 2021
Accumulated
Cost
Amortization
Net
$ 7,625 $ 762 $ 6,863

2,251
507
1,744

9,876
1,269
8,607
  • 10 -

WHITE METAL RESOURCES CORP.

Notes to the Condensed Consolidated Interim Financial Statements Six months ended October 31, 2021 (Unaudited - Expressed in Canadian Dollars)

6. EXPLORATION AND EVALUATION ASSETS

For the six months ended October 31, 2021

April 30, 2021 - Acquisition Costs
$ Additions
Write-downs
Recoveries/Earn-Ins
Subtotal
$ Oct. 31, 2021- Acquisition Costs
$ April 30, 2021 - Exploration
and Evaluation Expenditures
$ Assaying
Prospecting
Geology
Geophysics
Soil Sampling
Trenching
Drilling
Road Building/Maintenance
Environmental
NI 43-101
Miscellaneous
Write-downs
Recoveries
Subtotal
$ Oct. 31, 2021 - Exploration
and Evaluation Expenditures
$ Oct. 31, 2021 - Total
$
Tower
Mountain
(a)
DorWit
(b)
Taranis
(Okohongo)
(c)
Other
(d)
Total

331,898
-
207,262
28,216
567,376
76,267
-
-
-
76,267
-
-
-
-
-
-
-
-
-
-

73,206
-
-
-
76,267

408,165
-
207,262
28,216
643,643

1,063,579
-
409,730
280,338
1,753,647
91,990
-
20,067
-
112,057
33,918
-
-
-
33,918
2,136
715
13,523
2,240
18,614
13,285
-
1,267
-
14,552
4,481
-
-
-
4,481
69,176
-
12,366
-
81,542
785,998
-
16,301
2,495
807,794
60,007
-
-
-
60,007
-
-
856
-
856
-
-
42,937
-
42,937
-
-
-
-
-
-
-
-
(3,855)
(3,855)
-
-
-
(180,381)
(180,381)

1,060,991
715
107,317
(179,501)
989,522

2,124,570
715
517,047
100,837
2,743,169

2,532,735
715
724,309
129,053
3,386,812
  • 11 -

WHITE METAL RESOURCES CORP.

Notes to the Condensed Consolidated Interim Financial Statements Six months ended October 31, 2021 (Unaudited - Expressed in Canadian Dollars)

6. EXPLORATION AND EVALUATION ASSETS (continued)

For the year ended April 30, 2021

April 30, 2020 - Acquisition Costs
$ Additions
Write-downs
Recoveries/Earn-Ins
Subtotal
$ April 30, 2021- Acquisition Costs
$ April 30, 2020 - Exploration
and Evaluation Expenditures
$ Assaying
Prospecting
Geology
Geophysics
Trenching
Drilling
Road Building/Maintenance
Environmental
Miscellaneous
Write-downs
Recoveries
Subtotal
$ Apr. 30, 2021 - Exploration
and Evaluation Expenditures
$ Apr. 30, 2021 - Total
$
Tower
Mountain
(a)
DorWit
(b)
Taranis
(Okohongo)
(c)
Other
(d)
Total

-
300,583
207,262
84,529
592,374
331,898
-
-
50,450
382,348
-
-
-
(2,500)
(2,500)
-
(300,583)
-
(104,263)
(404,846)

331,898
-
-
(56,313)
(24,998)

331,898
-
207,262
28,216
567,376

-
4,032
6,621
315,233
325,886
24,988
-
21,767
173
46,928
26,443
-
-
3,380
29,823
42,832
-
10,878
6,511
60,221
264,143
-
18,983
718
283,844
5,556
-
-
-
5,556
690,117
215
349,631
923
1,040,886
9,500
-
1,088
-
10,588
-
633
-
-
633
-
-
762
65
827
-
-
-
(1,261)
(1,261)
-
(4,880)
-
(45,404)
(50,284)

1,063,579
(4,032)
403,109
(34,895)
1,427,761

1,063,579
-
409,730
280,338
1,753,647

1,395,477
-
616,992
308,554
2,321,023

a) Tower Mountain Gold Project, Ontario

During the year ended April 30, 2021, the Company signed a binding letter of intent (“LOI”) to enter into an option agreement to earn a 100% interest in the Tower Mountain Gold Project (the “Project” or 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 (paid and issued);

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

  • $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.

  • 12 -

WHITE METAL RESOURCES CORP. Notes to the Condensed Consolidated Interim Financial Statements Six months ended October 31, 2021 (Unaudited - Expressed in Canadian Dollars)

6. EXPLORATION AND EVALUATION ASSETS (continued)

The optionor shall retain a 1% Net Smelter Return ("NSR") royalty, 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.

In addition, during the year ended April 30, 2021, the Company purchased a 100% ownership interest of a freehold patent (the “Lee Patent”) located within the greater boundary of the Tower Mountain Gold Project. In conjunction with the purchase of the Lee Patent, the Company paid a $5,000 finders’ fee.

Also during the year ended April 30, 2021, the Company entered into an agreement (the “Agreement”) to purchase a 100% ownership interest in the mining rights to a patent (the “Anderson Patent”) (the “Optionors”), located within the core area of the Property. The Company may exercise its option under the Agreement by providing the Optionors with the following:

  • a non-refundable deposit of $20,000 upon execution of the Agreement (completed);

  • issuing to the Optionors 300,000 common shares upon receipt of TSX-V approval of the Option (issued);

  • paying to the Optionors $30,000 and issuing a further 400,000 shares to the Optionors on or before the first anniversary of the date of the Agreement;

  • paying to the Optionors $30,000 and issuing a further 400,000 shares to the Optionors on or before the second anniversary of the date of the Agreement; and,

  • paying to the Optionors $70,000 and issuing a further 500,000 shares to the Optionors on or before the third anniversary of the date of the Agreement.

The Property will be subject to a 2.5% NSR in favour of the Optionors, of which one percent (1%) can be purchased by the Company for $1,000,000 at any time (the “NSR Purchase Right”). The Optionors will, at any time, have the right to sell the 1.5% NSR not covered by the NSR Purchase Right subject to the Company having a right of first refusal to purchase such interest.

Finally, during the year ended April 30, 2021, the Company entered into an option agreement (the “Nichols Option”) to purchase a 100% interest in a freehold patent (the “Nichols Patent”) located to the southeast of the Property by completing the following:

  • paying the optionors of the Nichols Patent a non-refundable deposit of $20,000 upon execution of the Nichols Option (paid);

  • issuing to the optionors of the Nichols Patent 300,000 common shares of the Company upon receipt of approval from the TSX Venture Exchange (received and issued);

  • paying the optionors of the Nichols Patent $30,000 and issuing a further 400,000 common shares of the Company on or before the first anniversary of the Nichols Option agreement;

  • paying the optionors of the Nichols Patent $30,000 and issuing a further 500,000 common shares of the Company on or before the second anniversary of the Nichols Option agreement; and,

  • paying the optionors of the Nichols Patent $70,000 and issuing a further 900,000 common shares of the Company on or before the third anniversary of the Nichols Option agreement;

If the Company establishes a National Instrument 43-101 compliant economic resource of 750,000 ounces of gold or greater on the Nichols Patent, the Company will issue 1 million common shares to the optionors of the Nichols Patent.

The Nichols Patent will be subject to a 2% NSR in favour of the optionors of the Nichols Patent of which 1% can be purchased by the Company for $1,000,000 at any time (the "NSR Purchase Right"). The optionors of the Nichols Patent

  • 13 -

WHITE METAL RESOURCES CORP. Notes to the Condensed Consolidated Interim Financial Statements Six months ended October 31, 2021 (Unaudited - Expressed in Canadian Dollars)

6. EXPLORATION AND EVALUATION ASSETS (continued)

will, at any time, have the right to sell the 1% NSR not covered by the NSR Purchase Right subject to the Company having a right of first refusal to purchase such interest.

b) DorWit Copper-Silver Project, 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.

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 obtained the option to purchase 70% of the common shares of Aloe 237. This option was subsequently assigned to Noronex Limited ("Noronex"), an Australian public company. The terms of the LOA are as follows:

  • RZJ paid the Company a non-refundable $100,000 deposit and had 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, Noronex will pay the Company a total of $500,000, with one-half of the payment being made in cash (received) and the remaining one-half in common shares (5.5 million Noronex shares received) (issuance of Aloe 237 shares to Noronex pending);

  • Upon completion of payments above, Noronex 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, Noronex must spend a total of $500,000 in approved mineral exploration expenditures (between the three licenses) by the first anniversary of the settlement date (completed) (issuance of Aloe 237 shares to Noronex pending);

  • To acquire a further 10% interest in Aloe 237, increasing its interest to 30%, and maintain its option, Noronex 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, Noronex must spend a total of $2,000,000 in approved mineral exploration expenditures by the third anniversary of the settlement date. At this stage, Noronex will have the right to assume the role of operator;

  • To acquire a further 20% interest in Aloe 237, increasing its interest to 70%, Noronex 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, Noronex 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,

  • 14 -

Notes to the Condensed Consolidated Interim Financial Statements Six months ended October 31, 2021 (Unaudited - Expressed in Canadian Dollars)

WHITE METAL RESOURCES CORP.

6. EXPLORATION AND EVALUATION ASSETS (continued)

  • 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).

The above-described payments made by Noronex have been accounted for herein as exploration and evaluation asset recoveries, and Noronex’s exploration costs are similarly not incurred by, or recorded in the accounts of, Aloe 237. Only the relative ownership interests in Aloe 237 are impacted by these transactions, as indicated above.

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.

c) Taranis (Okohongo) Copper-Silver Project, 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. During the period ended October 31, 2021, the Company received a two-year renewal for its Exclusive Prospecting Licence (“EPL”) 7071 at the Property setting the new expiry date to June 12, 2023. EPL 7071 was reduced from its original size of 19,805 hectares to approximately 13,825 ha as part of the requirements for EPL renewal.

d) 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.

During the year ended April 30, 2021, 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-V approval for the LOI (received);

  • 15 -

WHITE METAL RESOURCES CORP.

Notes to the Condensed Consolidated Interim Financial Statements Six months ended October 31, 2021 (Unaudited - Expressed in Canadian Dollars)

6. EXPLORATION AND EVALUATION ASSETS (continued)

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

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

  • 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.

Pickle Lake Gold Project royalty interests, 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 fiscal 2019, the Company disposed of its previous ownership interests in these properties to Ardiden Limited ("Ardiden"), an Australian public company, for consideration which included certain royalty interests.

The Company maintains 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 Company holds a 1% NSR on certain other claims located within the Dorothy-Dobie claim group. The Company also retains 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 Right of First Refusal on the remaining 1% NSR.

Startrek Gold-Antimony Project, 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-Antimony Project located east of Benton in central Newfoundland. The property consists of 278 claim units (220 of which were staked by the Company) covering 69,270 hectares. Pursuant to the terms of the option agreement, as amended prior to the current Amending Agreement described below, the Company was required to issue up to 2,250,000 common shares to Sokoman in stages (1,000,000 shares issued).

  • 16 -

WHITE METAL RESOURCES CORP.

Notes to the Condensed Consolidated Interim Financial Statements Six months ended October 31, 2021 (Unaudited - Expressed in Canadian Dollars)

6. EXPLORATION AND EVALUATION ASSETS (continued)

Under the original option agreement, the Company’s remaining obligations to acquire a 100% interest in the property immediately prior to an Amending Agreement entered into during the current year were to issue to Sokoman 500,000 Company common shares on or before December 18, 2020 and 500,000 common shares on or before December 18, 2021. As amended, to exercise the option and acquire the property, the Company issued 750,000 common shares to Sokoman upon execution of the Amending Agreement, and the Company has the right to acquire one-half (0.5%) of the 1% NSR that Sokoman holds on the Startrek property by paying Sokoman $500,000. The Company also has the right to acquire the remaining 0.5% NSR from Sokoman by paying Sokoman $175,000 and issuing that amount of shares equaling a value of $250,000.

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

In addition, during the year ended April 30, 2021, the Company signed a binding LOI with 1259542 B.C. Ltd, to enter into an Option Agreement (the “Agreement”) in respect of the property, with the parties subsequently entering into an assignment agreement whereby Leocor Gold Inc. (now the “Optionee”) would assume all obligations under the Agreement.

Under the terms of the Agreement, the Optionee can earn up to a 70% interest in the Property by:

  • Paying $25,000 (received) and issuing 133,333 common shares (received) of the Optionee to White Metal within three days of receipt of TSX-V approval of the Option transaction (approved);

  • Completing $150,000 of exploration expenditures on the Property on or before the first anniversary of execution of the Agreement (completed);

  • Paying $50,000 (received) and issuing 300,000 (received) common shares to White Metal on or before the first anniversary of execution of the Agreement;

  • Completing an additional $250,000 of exploration expenditures on the Property on or before the second anniversary of execution of the Agreement;

  • Paying $75,000 and issuing 433,333 common shares to White Metal on or before the second anniversary of execution of the Agreement; and

  • Completing an additional $500,000 of exploration expenditures on the Property on or before the third anniversary of execution of the Agreement.

Seagull/Disraeli Cu-Ni-PGE Project, Ontario

The Seagull/Disraeli Cu-Ni-PGE Project 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 665 single cell mining claims totalling 14,035 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.

The Company also has 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.

  • 17 -

WHITE METAL RESOURCES CORP. Notes to the Condensed Consolidated Interim Financial Statements Six months ended October 31, 2021 (Unaudited - Expressed in Canadian Dollars)

6. EXPLORATION AND EVALUATION ASSETS (continued)

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 by paying $275,000 cash, issuing 6,500,000 common shares and completing $1,550,000 in exploration work.

During the year ended April 30, 2021, Quadro terminated the LOI and returned the property to the Company.

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 10 single cell mining claims covering approximately 211 hectares. The Elm Lake PGE project consists of 65 single cell mining claims covering approximately 1,374 hectares.

7. 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 period ended October 31, 2021 and year ended April 30, 2021 are as follows:

  • On July 10, 2020, the Company issued 300,000 shares valued at $0.07 per share to complete the on-signing option payment on the Tower Mountain project detailed in note 6(a) above.

  • 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 $17,412 and issued 80,700 finders’ warrants exercisable at a price of $0.10 per share for a period of 24 months after the date of issuance.

  • On September 11, 2020, the Company issued 750,000 shares valued at $0.055 per share to complete the purchase of the Startrek property from Sokoman Minerals Corp. pursuant to an amended agreement.

  • On February 8, 2021, the Company issued 250,000 shares pursuant to the exercise of warrants at a price of $0.10.

  • On February 22, 2021, the Company closed a non-brokered private placement financing of flow-through and non-flow through units for gross proceeds of $2,273,000 (the “Private Placement”).

The Company issued 4,711,539 flow-through units at a price of $0.13 per unit, with each unit consisting of one flowthrough common share and one common share purchase warrant, each full warrant entitling the holder thereof to purchase an additional common share of the Company at a price of $0.20 for a period of 24 months following the date of issuance.

The Company also issued 18,450,000 non-flow-through units in the Private Placement at a price of $0.09 per unit, with each unit consisting of one common share of the Company and one common share purchase warrant, and each warrant entitling the holder thereof to purchase an additional common share of the Company at a price of $0.20 for a period of 24 months following the date of issuance. The Company paid cash finders’ totalling $115,034 and issued 869,050

  • 18 -

WHITE METAL RESOURCES CORP.

Notes to the Condensed Consolidated Interim Financial Statements Six months ended October 31, 2021 (Unaudited - Expressed in Canadian Dollars)

7. SHARE CAPITAL (continued)

finders’ warrants exercisable at $0.09 per share and 235,033 finders’ warrants exercisable at $0.13 per share, all exercisable for 24 months from the date of issuance.

The deferred premium on the issuance of the flow-through shares issued during the current year, described above, was $188,462 (2020 - $nil). 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. The entire $188,462 in flow-through share premiums was recognized as income during the year ended April 30, 2021 (April 30, 2020 – $45,303) resulting in a remaining deferred premium balance of $nil (April 30, 2020 - $nil).

  • On February 22, 2021, the Company issued 300,000 shares valued at $0.135 related to the acquisition of the Anderson Patent.

  • On March 5, 2021, the Company issued 500,000 shares pursuant to the exercise of warrants at a price of $0.10.

  • On March 23, 2021, the Company issued 300,000 shares valued at $0.13 related to the acquisition of the Nicols Patent.

  • On March 31, 2021, the Company issued 4 million shares pursuant to the exercise of warrants at a price of $0.10.

  • On April 22, 2021, the Company issued 285,000 shares pursuant to the exercise of warrants at a price of $0.10.

  • On June 3, 2021, the Company issued 500,000 shares pursuant to the exercise of warrants at a price of $0.10.

  • On June 14, 2021, the Company issued 600,000 shares pursuant to the exercise of warrants at a price of $0.10. In addition the Company issued 300,000 shares valued at $0.11 pursuant to the first anniversary payment on the Tower Mountain project.

  • On June 17, 2021, the Company issued 500,000 shares pursuant to the exercise of warrants at a price of $0.10.

  • 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.

For the options granted on July 7, 2020, the fair value of each vested option is $0.05116 and was estimated on the grant date with the following assumptions: dividend yield of 0%, expected volatility of 173%, a risk-free interest rate of 0.33% and an expected life of approximately 5 years.

For the options granted on October 1, 2020, the fair value of each vested option is $0.05044 and was estimated on the grant date with the following assumptions: dividend yield of 0%, expected volatility of 167%, a risk-free interest rate of 0.32% and an expected life of approximately 5 years.

For the options granted on January 6, 2021, the fair value of each vested option is $0.08773 and was estimated on the grant date with the following assumptions: dividend yield of 0%, expected volatility of 167%, a risk-free interest rate of 0.41% and an expected life of approximately 5 years.

  • 19 -

WHITE METAL RESOURCES CORP. Notes to the Condensed Consolidated Interim Financial Statements Six months ended October 31, 2021 (Unaudited - Expressed in Canadian Dollars)

7. SHARE CAPITAL (continued)

For the options granted on February 4, 2021, the fair value of each vested option is $0.07967 and was estimated on the grant date with the following assumptions: dividend yield of 0%, expected volatility of 167%, a risk-free interest rate of 0.48% and an expected life of approximately 2 years.

For the options granted on May 18, 2021, the fair value of each vested option is $0.1019 and was estimated on the grant date with the following assumptions: dividend yield of 0%, expected volatility of 165%, a risk-free interest rate of 0.95% and an expected life of approximately 5 years.

For the options granted on June 7, 2021, the fair value of each vested option is $0.1019 and was estimated on the grant date with the following assumptions: dividend yield of 0%, expected volatility of 165%, a risk-free interest rate of 0.89% and an expected life of approximately 5 years.

For the options granted on July 28, 2021, the fair value of each vested option is $0.1009 and was estimated on the grant date with the following assumptions: dividend yield of 0%, expected volatility of 158%, a risk-free interest rate of 0.80% 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, 2020 3,595,000 0.10
Granted 3,290,000 0.11
Expired/Cancelled (630,000) 0.10
Outstanding, April 30, 2021 6,255,000 0.11
Granted 3,525,000 0.15
Outstanding,October 31,2021 9,780,000 0.12
  • (1) At October 31, 2021, the weighted-average remaining contractual life of stock options outstanding is 3.46 years (April 30, 2021 – 3.32 years)

As at October 31, 2021, the following options were outstanding:

Number of Options Exercise Price Expiry Date
$
1,195,000 0.10 August 29, 2022
175,000 0.10 February 8, 2023
1,595,000 0.10 June 20, 2024
150,000 0.10 July 7, 2025
2,440,000 0.10 October 1, 2025
400,000 0.15 January 6, 2026
300,000 0.15 February 4, 2023
100,000 0.15 May 18, 2026
3,175,000 0.15 June 7, 2026
250,000 0.13 July 28, 2026
9,780,000
  • 20 -

WHITE METAL RESOURCES CORP. Notes to the Condensed Consolidated Interim Financial Statements Six months ended October 31, 2021 (Unaudited - Expressed in Canadian Dollars)

7. 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, 2020 18,684,000 0.12
Issued to investors in private placement 45,188,324 0.15
Issued to finders in private placement
1,145,933
0.10
Exercised during the period (5,035,000) 0.10
Expired during the period (4,270,000) 0.17
Outstanding, April 30, 2021 55,713,257 0.14
Exercised during the period (1,600,000) 0.10
Expired during the period (7,779,000) 0.10
Outstanding, October 31, 2021 46,334,257 0.14

As at October 31, 2021, the following warrants were outstanding:

Number of Warrants Exercise Price Expiry Date
$
22,107,485 0.10 August 19, 2022
23,161,539 0.20 February 22, 2023
830,200 0.09 February 22, 2023
235,033 0.13 February 22, 2023
46,334,257

80,700 brokers’ warrants were issued on August 19, 2020 pursuant to the closing of a private placement. The recorded fair value of each warrant is $0.05502 and was estimated on the issuance date with the following assumptions: dividend yield of 0%, expected volatility of 189%, a risk-free interest rate of 0.26% and an expected life of approximately 2 years using the Black Scholes valuation model. $4,440 was recorded as share issue costs pursuant to this issuance.

830,200 brokers’ warrants were issued on February 22, 2021 pursuant to the closing of a private placement. The recorded fair value of each warrant is $0.06867 and was estimated on the issuance date with the following assumptions: dividend yield of 0%, expected volatility of 167%, a risk-free interest rate of 0.23% and an expected life of approximately 2 years using the Black Scholes valuation model. $57,007 was recorded as share issue costs pursuant to this issuance.

235,033 brokers’ warrants were issued on February 22, 2021 pursuant to the closing of a private placement. The recorded fair value of each warrant is $0.06454 and was estimated on the issuance date with the following assumptions: dividend yield of 0%, expected volatility of 167%, a risk-free interest rate of 0.23% and an expected life of approximately 2 years using the Black Scholes valuation model. $15,168 was recorded as share issue costs pursuant to this issuance.

  • 21 -

WHITE METAL RESOURCES CORP.

Notes to the Condensed Consolidated Interim Financial Statements Six months ended October 31, 2021 (Unaudited - Expressed in Canadian Dollars)

8. RELATED PARTY TRANSACTIONS

Key management personnel compensation:

October 31, October 31,
2021 2020
$ $
Salaries and benefits 70,900 49,770
Share–based payments 224,319 37,938
Accounting, consulting, property contracting services, equipment
rentals and office rent 23,350 25,020
Total keymanagementpersonnel compensation 318,569 112,728

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.

During the period ended October 31, 2021, Michael Stares, interim President and CEO of the Company, earned $70,900 in salary and statutory benefits (October 31, 2020 – $49,770) for exploration property management and administrative services. At October 31, 2021 the Company owed Michael Stares $nil (October 31, 2020 - $1,266). In addition, during the period ended October 31, 2021, the Company was billed $nil by Stares Contracting Corp., a company co-owned by Michael Stares, for truck and equipment rentals (October 31, 2020 - $900).

During the period ended October 31, 2021, Benton Resources Inc. (“Benton”), a company Michael Stares is a director and former employee of, billed $6,000 (October 31, 2020 - $6,000) to the Company for office rent. At October 31, 2021, the Company owed Benton $1,130 (October 31, 2020 - $1,130) inclusive of HST.

During the period ended October 31, 2021, Caracle Creek International Consulting Inc. (“Caracle Creek”), a company of which Dr. Jobin-Bevans is President/CEO and a director of, billed the Company $nil (October 31, 2020 - $10,000) for monthly consulting fees related to his duties at a rate of $2,000 per month. In addition, during the period ended October 31, 2021, the Company was billed $17,350 (October 31, 2020 - $3,309) excluding HST by Caracle Creek for project management services at the Okohongo and DorWit projects in Namibia. At October 31, 2021, the Company owed Caracle Creek $2,260 inclusive of HST (October 31, 2020 - $3,739).

Refer also to note 6(d).

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.

  • 22 -

WHITE METAL RESOURCES CORP. Notes to the Condensed Consolidated Interim Financial Statements Six months ended October 31, 2021 (Unaudited - Expressed in Canadian Dollars)

9. REFUNDABLE SECURITY DEPOSITS

Refundable security deposits of $11,000 (April 30, 2021 - $11,800) 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.

10. GEOGRAPHIC SEGMENTED INFORMATION

Details are as follows:
Canada Namibia Total
$ $ $
October 31, 2021
Loss and comprehensive loss for the period 442,773 8,501 451,274
Current assets 2,920,368 9,434 2,929,802
Non-current assets 2,674,418 725,024 3,399,442
Total assets 5,594,786 734,458 6,329,244
Total liabilities 136,526 9 136,535
April 30, 2021
Income and comprehensive income for the year 483,328 168,405 651,733
Current assets 3,880,566 4,431 3,884,997
Non-current assets 1,712,638 616,992 2,329,630
Total assets 5,593,204 621,423 6,214,627
Total liabilities 122,802 - 122,802

11. COMMITMENTS AND CONTINGENCIES

In addition to the commitments described in note 6 related to its exploration and evaluation assets, the Company has the following commitments\contingencies:

  • The Company engaged IR Pro Communications (“IRPC”) to provide investor relations services for an initial threemonth term that commenced May 6, 2021 for a monthly fee of $5,000 and granted 100,000 incentive stock options to IRPC exercisable at $0.15 per share expiring May 18, 2026. The term was extended for an additional three months during the current period.

  • The Company engaged CHF Capital Markets ("CHF") to provide capital markets and investor relations services for a one-year term, with a six-month review, commencing August 1, 2021 for a monthly fee of $7,000 and granted 250,000 incentive stock options to CHF exercisable at $0.13 per share expiring July 28, 2026.

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WHITE METAL RESOURCES CORP.

Notes to the Condensed Consolidated Interim Financial Statements Six months ended October 31, 2021 (Unaudited - Expressed in Canadian Dollars)

12. SUBSEQUENT EVENTS

The following events occurred after the reporting date of October 31, 2021:

  • The Company announced that, subject to all regulatory approvals, the Company intends to complete a non-brokered private placement of flow-through shares and non flow-through units (the “Private Placement”) for combined aggregate gross proceeds of up to $600,000. The Private Placement is expected to close on or before December 15, 2021.

The Company intends to issue up to 5,000,000 flow-through shares (“FT Shares”) at a price of $0.10 per FT Share, for gross proceeds of $500,000. The flow-through shares will entitle the holder to receive the tax benefits applicable to flow-through shares, in accordance with provisions of the Income Tax Act (Canada).

The Company also intends to issue up to 1,111,111 non flow-through units (“Units”) at a price of $0.09 per Unit for gross proceeds of up to $100,000. Each Unit will consist of one common share and one half (1/2) of a common share purchase warrant, each full warrant being exercisable for an additional common share of the Company for $0.18 for 24 months from the date of issue.

The securities issued pursuant to the Private Placement are subject to a hold period of four months and one day in accordance with applicable securities laws

In connection with the private placement, the Company may pay finders’ fees in cash or securities or a combination of both, as permitted by the policies of the TSX Venture Exchange. All securities issued pursuant to the private placement will be subject to a four month and one day hold period. The private placement is subject to approval by the TSX Venture Exchange.

The proceeds of the financing will be used to advance White Metal’s various exploration projects, and for working capital purposes.

  • The Company granted 300,000 incentive stock options at an exercise price of $0.10 to a consultant of the Company expiring on November 9, 2026 and vesting in accordance with the Company’s stock option plan.

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