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Trident Resources Corp. Annual Report 2021

Apr 30, 2021

43917_rns_2021-04-30_c52f96b4-1844-455b-a811-9d76b56e0cbd.pdf

Annual Report

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NUINSCO RESOURCES LIMITED

CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

DATED APRIL 29, 2021

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Independent Auditor's Report

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To the Shareholders of Nuinsco Resources Limited:

Opinion

We have audited the consolidated financial statements of Nuinsco Resources Limited and its subsidiaries (the "Company"), which comprise the consolidated statements of financial position as at December 31, 2020 and December 31, 2019, and the consolidated statements of operations and comprehensive loss, changes in shareholders' 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 consolidated financial position of the Company as at December 31, 2020 and December 31, 2019, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with International Financial Reporting Standards.

Basis for Opinion

We conducted our audits 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 audits of the consolidated financial statements in Canada, and we have fulfilled our other 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 a net loss during the year ended December 31, 2020 and, as of that date, the Company had a working capital deficiency and an accumulated deficit. 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 Management’s Discussion and Analysis.

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 audits 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 audits or otherwise appears to be materially misstated. We obtained Management’s Discussion and Analysis prior to the date of this auditor’s report. If, based on the work we have performed on this other information, 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 International Financial Reporting Standards, 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.

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 audits and significant audit findings, including any significant deficiencies in internal control that we identify during our audits.

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 Andrew Kevin Spidle.

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Mississauga, Ontario

Chartered Professional Accountants

April 29, 2021

Licensed Public Accountants

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Nuinsco Resources Limited

Consolidated Statements of Financial Position

As at December 31, 2020 and December 31, 2019

December 31, December 31,
(in Canadian dollars) Notes 2020 2019
ASSETS
Current assets
Cash $ 60,141 $ 103,999
Receivables 6 17,024 13,509
Prepaids - 10,661
Total current assets 77,165 128,169
Non-current assets
Property and equipment 7 4,137 25,603
Exploration and evaluation projects 8 1,237,852 915,898
Total non-current assets 1,241,989 941,501
Total Assets $ 1,319,154 $1,069,670
LIABILITIES AND SHAREHOLDERS' DEFICIENCY
Current liabilities
Trade and other payables 17 $ 545,588 $ 413,922
Deferred flow-through share premium 68,942 -
Total current liabilities 614,530 413,922
Non-current liabilities
Loan payable 10 48,199 -
Deferred government grant 10 11,283 -
Long-term liabilities 11 1,558,025 1,249,438
Total Liabilities 2,232,037 1,663,360
Shareholders' deficiency
Share capital 13 98,995,626 98,872,900
Contributed surplus 15 6,046,690 5,922,009
Warrants 15 71,860 49,460
Accumulated other comprehensive loss (2,147,261) (2,147,261)
Deficit (103,879,798) (103,290,798)
Total shareholders' deficiency (912,883) (593,690)
Total Liabilities and Shareholders' Deficiency $ 1,319,154 $1,069,670

The accompanying notes are an integral part of these consolidated financial statements

NATURE OF OPERATIONS AND GOING CONCERN (Note 1) SUBSEQUENT EVENTS (Note 20)

Approved by the Board of Directors

(signed) (signed) Bob Wardell Paul Jones Director Director

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Nuinsco Resources Limited

Consolidated Statements of Operations and Comprehensive Loss

For the years ended December 31, 2020 and December 31, 2019

(in Canadian dollars) Notes 2020 2019
Other expenses
General and administrative $ 443,371 $ 611,864
Share-based payments 15 124,681 46,289
Depreciation of property and equipment 7 4,870 6,031
Operating loss (572,922) (664,184)
Other income
Interest expense 10 (2,408) -
Benefit of interest free loan 10 2,926 -
Unrealize gain on marketable securities - 2,073
Loss on disposal of property and equipment 7 (16,596) -
Loss before income taxes (589,000) (662,111)
Income tax expense 19 -
-
Net loss and comprehensive loss for the year $ (589,000) $ (662,111)
Loss per share 14
Basic and dilutedloss pershare $(0.00) $ (0.00)
Weighted average number of shares 444,614,144 431,067,367

The accompanying notes are an integral part of these consolidated financial statements

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Nuinsco Resources Limited

Consolidated Statements of Shareholders’ Deficiency For the years ended December 31, 2020 and December 31, 2019

Accumulated
Other Total
Contributed Comprehensive Shareholders'
(in Canadian dollars) Share Capital Surplus Warrants Loss Deficit Deficiency
Balances as at December 31, 2018 $ 98,648,055 $ 5,933,925 $ 6,100 $ (2,147,261) $(102,628,687) $ (187,868)
Share-based payments (note 15) - 46,289 - - - 46,289
Exercise of stock options 139,305 (64,305) - - - 75,000
Expiry of warrants - 6,100 (6,100) - - -
Shares issued on private placement (note 13) 50,040 - 49,460 - - 99,500
Shares issued in accordance with Sunbeam option
agreement (notes 8) 35,500 - - - - 35,500
Net loss for the year - - - - (662,111) (662,111)
Balances as at December 31, 2019 98,872,900 5,922,009 49,460 (2,147,261) (103,290,798) (593,690)
Share-based payments (note 15) - 124,681 - - - 124,681
Shares issued on private placement (note 13) 161,100 - 22,400 - - 183,500
Issue costs (5,432) - - - - (5,432)
Flow-through premium (68,942) - - - - (68,942)
Shares issued in accordance with Sunbeam option
agreement (notes 8) 36,000 - - - - 36,000
Net loss for the year - - - - (589,000) (589,000)
Balances as at December 31, 2020 $ 98,995,626 $ 6,046,690 $ 71,860 $ (2,147,261) $(103,879,798) $(912,883)

The accompanying notes are an integral part of these consolidated financial statements

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Nuinsco Resources Limited

Consolidated Statements of Cash Flows

For the years ended December 31, 2020 and December 31, 2019

(in Canadian dollars) Notes 2020 2019
Cash flows from operating activities
Net loss for the year $ (589,000) $ (662,111)
Adjustments for:
Share-based payments 15 124,681 46,289
Interest expense 2,408 -
Benefit of interest free loan (2,926) -
Depreciation of property and equipment 7 4,870 6,031
Loss on disposal of property and equipment 7 16,596 -
Unrealized gain on marketable securities - (2,073)
Change in receivables 7,146 68,354
Change in trade and other payables 131,666 59,740
Change in long-term liabilities 238,587 287,500
Net cash (used in) operating activities (65,972) (196,270)
Cash flows from investing activities
Cash expenditures on exploration and evaluation projects 8 (215,954) (269,070)
Proceeds on sale of marketable securities - 6,339
Net cash (used in) from investing activities (215,954) (262,731)
Cash flows from financing activities
Proceeds from loans and grants 10 60,000 -
Proceeds from exercise of options 15 - 75,000
Proceeds from issue of common shares and warrants 13 178,068 99,500
Net cash from financing activities 238,068 174,500
Net decrease in cash (43,858) (284,501)
Cash, beginning of the year 103,999 388,500
Cash, end of the year $60,141 $103,999

The accompanying notes are an integral part of these consolidated financial statements

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Notes to the Consolidated Financial Statements For the years ended December 31, 2020 and 2019 (all amounts in Canadian dollars)

Nuinsco Resources Limited

1. NATURE OF OPERATIONS AND GOING CONCERN

Nature of Operations

Nuinsco Resources Limited (“Nuinsco” or the “Company”) is a company incorporated in Canada. The address of the Company’s registered office is 115-2420 Bank Street, Ottawa, Ontario, K1V 8S2. The consolidated financial statements of the Company as at and for the years ended December 31, 2020 and 2019 comprise the Company and its subsidiaries. Nuinsco is primarily engaged in the acquisition, exploration and evaluation of properties for precious and base metals. The Company conducts its activities on its own or participates with others on an investment basis. The Company also makes strategic investments through equity or loan financing to companies engaged in the exploration and development of resource properties. On February 20, 2019, the Company’s shares commenced trading on the Canadian Securities Exchange under the symbol NWI.

Going Concern

The Company’s Consolidated Financial Statements have been prepared using the going concern assumption, which contemplates the realization of assets and settlement of liabilities in the normal course of business as they come due. The Company has incurred a net loss of $589,000 for the year ended December 31, 2020 (2019 – $662,111) and has an accumulated deficit of $103,879,798 (2019 - $103,290,798). As at December 31, 2020, the Company had a working capital deficiency of $537,365 (2019 –$285,753). Working capital is defined as current assets less current liabilities.

The Company is subject to the risks and challenges experienced by other companies at a comparable stage. These risks include, but are not limited to: continuing losses, dependence on key individuals, and the ability to secure adequate financing or to complete corporate transactions to meet the minimum capital required to successfully complete its projects and fund other operating expenses. Advancing the Company’s projects through exploration and development to the production stage will require significant financing. Refer to Note 4 on Financial Risk Management and Capital Management to these Consolidated Financial Statements for additional information.

Although the Company has taken steps to verify title to the properties on which it is conducting exploration and in which it has an interest, in accordance with industry standards for the current stage of exploration of such properties, these procedures do not guarantee the Company's title. Property title may be subject to government licensing requirements or regulations, First Nations claims, unregistered prior agreements, social licensing requirements, unregistered claims, and non-compliance with regulatory and environmental requirements. The Company may also be subject to increases in taxes and royalties, renegotiation of contracts and political uncertainties.

None of the Company’s projects are currently in commercial production and, accordingly, the Company is dependent upon debt or equity financings and the optioning and/or sale of resource or resource-related assets for its funding. The Company’s ability to continue as a going concern, is dependent upon the Company’s ability to finance exploitation of its projects through debt or equity financings and the optioning and/or sale of resource or resource-related assets for its funding.

The Company’s management continues to be engaged in securing financing or the potential sale of assets. There are no assurances that the Company will be successful in obtaining any financing or selling assets, or in accomplishing that on a timely basis or on reasonable or acceptable terms, or at all. If the Company cannot obtain financing or otherwise improve liquidity, it will be unable to fund continuing operations and corporate administration costs.

If the Company is unable to obtain additional financing, it will be required to curtail all of its operations and may be required to liquidate its assets.

Should the Company not be able to continue to obtain the necessary financing, achieve favourable exploration results, achieve future profitable production or the sale of properties or improve its liquidity sufficient to enable it to fund operations, the Company’s ability to continue as a going concern will be compromised. These conditions indicate the existence of a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern.

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Notes to the Consolidated Financial Statements For the years ended December 31, 2020 and 2019 (all amounts in Canadian dollars)

Nuinsco Resources Limited

1. NATURE OF OPERATIONS AND GOING CONCERN - CONTINUED

The Company’s operations could be significantly adversely affected by the effects of a widespread global outbreak of a contagious disease, including the recent outbreak of respiratory illness caused by COVID-19. The Company cannot accurately predict the impact COVID-19 will have on its operations and the ability of others to meet their obligations with the Company, including uncertainties relating to the ultimate geographic spread of the virus, the severity of the disease, the duration of the outbreak, and the length of travel and quarantine restrictions imposed by governments of affected countries. In addition, a significant outbreak of contagious diseases in the human population could result in a widespread health crisis that could adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could further affect the Company’s operations and ability to finance its operations. This outbreak may increase difficulties in financing, access to properties and increased government regulations, all of which may adversely impact the Company’s business and financial condition. To date, and at least the near future, the pandemic will continue to have, an impact on the Company's ability to operate efficiently in the field as a result of travel restrictions and necessary site safety measures. The impact on the efficiency of corporate activities has been minimal.

2. BASIS OF PREPARATION

(a) Statement of Compliance

The consolidated financial statements have been prepared using accounting policies consistent with International Financial Reporting Standards (“IFRS”) and its interpretations adopted by the International Accounting Standards Board (“IASB”). These pronouncements are GAAP for a Canadian public company.

The Company’s significant accounting policies are described in Note 3.

The management of Nuinsco prepares the consolidated financial statements which are then reviewed by the Audit Committee and the Board of Directors. The consolidated financial statements were authorized for issuance by the Board of Directors on April 29, 2021.

(b) Basis of Measurement

The consolidated financial statements have been prepared on the historic cost basis except for certain financial instruments which are measured at fair value.

(c) Functional and Presentation Currency

These consolidated financial statements are presented in Canadian dollars, which is the functional currency of the Company and its active subsidiaries. All financial information is expressed in Canadian dollars unless otherwise stated.

(d) Use of Estimates and Judgments

The preparation of financial statements in conformity with IFRS requires management to make estimates, judgments and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. It is reasonably possible that, on the basis of existing knowledge, outcomes in the next financial year that are different from the assumptions used could require a material adjustment to the carrying amount of the asset or liability affected.

The accompanying consolidated financial statements include all adjustments that are, in the opinion of management, necessary for fair presentation.

Significant estimates and assumptions

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

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Nuinsco Resources Limited

Notes to the Consolidated Financial Statements For the years ended December 31, 2020 and 2019 (all amounts in Canadian dollars)

2. BASIS OF PREPARATION – CONTINUED

Information regarding significant areas of estimation uncertainty made in applying accounting policies that have the most significant effect on the amounts recognized in the consolidated financial statements is included in the following notes:

  • Note 15 Management determines costs for share-based payments using market-based valuation techniques. The fair value of the market-based and performance-based share awards are determined at the date of grant using generally accepted valuation techniques. Assumptions are made in applying valuation techniques. These assumptions include estimating the future volatility of the stock price, expected dividend yield, future employee turnover rates and future employee stock option exercise behaviours and corporate performance. Such judgments and assumptions are inherently uncertain. Changes in these assumptions affect the fair value estimates.

Significant Judgments

Judgments are reviewed on an ongoing basis. Changes resulting from the effects of amended judgments are recognized in the period in which the change occurs and in any future periods presented.

Information regarding significant areas of critical judgments made in applying accounting policies that have the most significant effect on the amounts recognized in the consolidated financial statements is included in the following notes:

  • Note 1 Going concern assessment - As is common with exploration companies, the Company's ability to continue its on-going and planned exploration activities and continue operations as a going concern, is dependent upon the recoverability of costs incurred to date on mineral properties, the existence of economically recoverable reserves, and the ability to obtain necessary equity financing from time to time.

  • Note 8 Classification of expenditures as exploration and evaluation projects or operating expenses - The application of the Company’s accounting policy for exploration and evaluation expenditure requires judgment in determining whether it is likely that future economic benefits will flow to the Company, which may be based on assumptions about future events or circumstances. Estimates and assumptions made may change if new information becomes available. If, after expenditure is capitalized, information becomes available suggesting that the recovery of expenditure is unlikely, the amount capitalized is written off in the profit or loss in the year the new information becomes available.

  • Note 8 Impairment of exploration and evaluation projects - While assessing whether any indications of impairment exist for exploration and evaluation assets, consideration is given to both external and internal sources of information. Information the Company considers includes changes in the market, economic and legal environment in which the Company operates that are not within its control that could affect the recoverable amount of exploration and evaluation assets. Internal sources of information include the manner in which exploration and evaluation assets are being used or are expected to be used and indications of expected economic performance of the assets. Estimates include but are not limited to estimates of the discounted future cash flows expected to be derived from the Company’s properties, costs to sell the properties and the appropriate discount rate.

  • Note 3(j) disclosure of contingencies - Provisions and contingencies arising in the course of operations, including provisions for income or other tax matters are subject to estimation uncertainty. Management uses all information available in assessing the recognition, measurement and disclosure of matters that may give rise to provisions or contingencies. The actual outcome of various provisional and contingent matters may vary and may cause significant adjustments to the Company’s assets when the amounts are determined or additional information is acquired.

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Notes to the Consolidated Financial Statements For the years ended December 31, 2020 and 2019 (all amounts in Canadian dollars)

Nuinsco Resources Limited

2. SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies of the Company are set out in detail below. Such policies have been applied consistently to all periods presented in these consolidated financial statements and have been applied consistently by Nuinsco and its subsidiaries.

(a) Basis of Consolidation

(i) Subsidiaries

Subsidiaries are entities controlled by Nuinsco. Control exists when Nuinsco has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that currently are exercisable are taken into account. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. Significant Company entities are listed in Note 18.

(ii) Transactions eliminated on consolidation

Intercompany balances and transactions, and any unrealized income and expenses arising from intercompany transactions, are eliminated in preparing the consolidated financial statements.

(b) Foreign Currency

(i) Foreign currency transactions

Transactions in foreign currencies are translated to the respective functional currencies of Nuinsco entities at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency at the exchange rate at that date. The foreign currency gain or loss on monetary items is the difference between amortized cost in the functional currency at the beginning of the period, adjusted for effective interest and payments during the period, and the amortized cost in foreign currency translated at the exchange rate at the end of the period. Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are retranslated to the functional currency at the exchange rate at the date that the fair value was determined. Foreign currency differences arising on retranslation are recognized through operations, except for differences arising on the retranslation of financial assets at fair value, which are recognized directly in Other Comprehensive (Loss) Income (“OCI”).

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Notes to the Consolidated Financial Statements For the years ended December 31, 2020 and 2019 (all amounts in Canadian dollars)

Nuinsco Resources Limited

3. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

(c) Financial Instruments

Financial assets

Initial recognition and measurement

Non-derivative financial assets within the scope of IFRS 9 are classified and measured as “financial assets at fair value”, as either fair value through profit and loss (“FVPL”) or fair value through other comprehensive income (“FVOCI”), and “financial assets at amortized costs”, as appropriate. The Company determines the classification of financial assets at the time of initial recognition based on the Company’s business model and the contractual terms of the cash flows.

All financial assets are recognized initially at fair value plus, in the case of financial assets not at FVPL, directly attributable transaction costs on the trade date at which the Company becomes a party to the contractual provisions of the instrument.

Financial assets with embedded derivatives are considered in their entirety when determining their classification at FVPL or at amortized cost. Cash and Amounts receivable held for collection of contractual cash flows are measured at amortized cost.

Subsequent measurement – Financial assets at FVPL

Financial assets measured at FVPL include financial assets management intends to sell in the short term and any derivative financial instrument that is not designated as a hedging instrument in a hedge relationship. Financial assets measured at FVPL are carried at fair value in the statements of financial position with changes in fair value recognized in other income or expense in the consolidated statements of operations and comprehensive (loss) income. The Company does not measure any financial assets at FVPL.

Subsequent measurement – Financial assets at FVOCI

Financial assets measured at FVOCI are non-derivative financial assets that are not held for trading and the Company has made an irrevocable election at the time of initial recognition to measure the assets at FVOCI. The Company does not measure any financial assets at FVOCI.

After initial measurement, investments measured at FVOCI are subsequently measured at fair value with unrealized gains or losses recognized in other comprehensive income or loss in the consolidated statements of operations and comprehensive loss. When the investment is sold, the cumulative gain or loss remains in accumulated other comprehensive income or loss and is not reclassified to profit or loss.

Dividends from such investments are recognized in other income in the consolidated statements of operations and comprehensive (loss) income when the right to receive payments is established.

Derecognition

A financial asset is derecognized when the contractual rights to the cash flows from the asset expire, or the Company no longer retains substantially all the risks and rewards of ownership.

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Notes to the Consolidated Financial Statements For the years ended December 31, 2020 and 2019 (all amounts in Canadian dollars)

Nuinsco Resources Limited

3. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

Impairment of financial assets

The Company’s only financial assets subject to impairment are other amounts receivable, which are measured at amortized cost. The Company has elected to apply the simplified approach to impairment as permitted by IFRS 9, which requires the expected lifetime loss to be recognized at the time of initial recognition of the receivable. To measure estimated credit losses, amounts receivable have been grouped based on shared credit risk characteristics, including the number of days past due. An impairment loss is reversed in subsequent periods if the amount of the expected loss decreases and the decrease can be objectively related to an event occurring after the initial impairment was recognized.

Financial liabilities

Initial recognition and measurement

Financial liabilities are measured at amortized cost, unless they are required to be measured at FVPL as is the case for held for trading or derivative instruments, or the Company has opted to measure the financial liability at FVPL. The Company’s financial liabilities include trade and other payables, which are each measured at amortized cost. All financial liabilities are recognized initially at fair value and in the case of long-term debt, net of directly attributable transaction costs.

Subsequent measurement – financial liabilities at amortized cost

After initial recognition, financial liabilities measured at amortized cost are subsequently measured at the end of each reporting period at amortized cost using the Effective Interest Rate (“EIR”) method. Amortized cost is calculated by taking into account any discount or premium on acquisition and any fees or costs that are an integral part of the EIR. The EIR amortization is included in finance cost in the consolidated statements operations and comprehensive loss.

Derecognition

A financial liability is derecognized when the obligation under the liability is discharged, cancelled or expires with any associated gain or loss recognized in other income or expense in the consolidated statements of operations and comprehensive loss.

Financial assets: Classification IFRS 9
Cash Amortized cost
Receivables, excluding HST Amortized cost
Financial liabilities: Classification IFRS 9
Trade and other payables Amortized cost
Long-term liabilities Amortized cost
Loan Payable Amortized cost

(d) Property and Equipment

(i) Recognition and measurement

Items of property and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. Cost includes any expenditure that is directly attributable to the acquisition of the asset. Gains and losses on disposal of an item of property and equipment are determined by comparing the proceeds from disposal with the carrying amount of property and equipment and are recognized net within Other income in the consolidated statement of operations and comprehensive loss.

(ii) Depreciation

Depreciation is calculated as a function of the depreciable amount, which is the cost of an asset, or other amount substituted for cost, less its residual value. Depreciation commences when assets are available for use. Depreciation is recognized through operations as follows over the estimated useful lives of each part of an item of property and equipment.

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Notes to the Consolidated Financial Statements For the years ended December 31, 2020 and 2019 (all amounts in Canadian dollars)

Nuinsco Resources Limited

3. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

The estimated depreciation rate or useful lives for the current and comparative periods are as follows:

Item Method Rate
Equipment Declining balance 20%
Computer Straight-line 30%

Depreciation methods, useful lives and residual values are reviewed at each financial year end and adjusted if appropriate.

(f) Exploration and Evaluation Projects

(i) Exploration and Evaluation expenditures

Exploration and Evaluation (“E&E”) expenditures relate to costs incurred on the exploration for and evaluation of potential mineral reserves and include costs related to the following: acquisition of exploration rights; conducting geological studies; exploratory drilling and sampling and evaluating the technical feasibility and commercial viability of extracting a mineral resource.

E&E expenditures, including costs of acquiring licenses, are capitalized as E&E assets on an “area of interest basis” which generally is defined as a project. The Company considers a project to be an individual geological area whereby the presence of a mineral deposit is considered favourable or has been proved to exist and, in most cases, comprises a single mine or deposit.

E&E assets are recognized if the rights to the project are current and either:

  • the expenditures are expected to be recouped through successful development and exploitation of the project, or alternatively by its sale; or

  • activities on the project have not, at the reporting date, reached a stage which permits a reasonable assessment of the existence or other otherwise of economically recoverable reserves and active and significant operations in, or in relation to, the project are continuing.

E&E expenditures are initially capitalized as intangible E&E assets. Such E&E expenditures may include costs of licence acquisition, technical services and studies, geophysical surveys, exploration drilling and testing, materials and fuels used, rentals and payments made to contractors and consultants. To the extent that a tangible asset is consumed in developing an intangible E&E asset, the amount reflecting that consumption is recorded as part of the cost of the intangible asset. Once the technical feasibility and commercial viability of the extraction of mineral reserves in a project are demonstrable and permitted, E&E assets attributable to that project are first tested for impairment and then reclassified to Mine property and development projects on the consolidated statement of financial position. Currently, Nuinsco does not hold any assets classified as Mine property and development projects .

(ii) Pre-E&E expenditures

Pre-E&E expenditures are incurred on activities that precede exploration for an evaluation of mineral resources, being all expenditures incurred prior to securing the legal rights to explore an area. Pre-E&E expenditures are expensed immediately as Pre-exploration write-offs through the consolidated statements of operations and comprehensive loss.

(iii) Impairment

E&E assets are assessed for impairment when facts and circumstances suggest that the carrying amount of an E&E asset may exceed its recoverable amount and any impairment loss is recognized as Writedown of exploration and evaluation projects through the consolidated statement of operations. The following facts and circumstances, among other things, indicate that E&E assets must be tested for impairment:

14

Nuinsco Resources Limited

Notes to the Consolidated Financial Statements For the years ended December 31, 2020 and 2019 (all amounts in Canadian dollars)

3. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

  • the term of exploration license for the project has expired during the reporting period or will expire in the near future, and is not expected to be renewed;

  • substantive expenditure on further exploration for and evaluation of mineral resources in the project area is neither budgeted nor planned;

  • exploration for and evaluation of mineral resources in the project area have not led to the discovery of commercially viable quantities of mineral resources and the Company plans to discontinue activities in the specific area; or

  • sufficient data exists to indicate that while development activity is likely to proceed, the carrying amount of the E&E asset is unlikely to be recovered in full through such activity.

E&E assets are tested for impairment on an individual project (area of interest) basis. As noted above, a project would also be tested for impairment before being transferred to Mine property and development projects on the consolidated statements of financial position.

Likewise, when facts or circumstances exist that suggest previously recognized impairment should be reversed, a gain on impairment reversal is recognized only to the extent that an impairment loss was originally recognized.

(g) Government Grants

Government grants that compensate Nuinsco for expenses incurred are recognized through operations on a systematic basis in the same periods in which the expenses are recognized. Grants that compensate Nuinsco for the cost of an asset are recognized through operations on a systematic basis over the useful life of the asset. For assets which are not being amortized, such as E&E assets or mine property and development projects, the government grant is deducted from the related asset.

(h) Impairment

(i) Financial assets

A financial asset is assessed at each reporting date to determine whether there is any objective evidence that it is impaired. A financial asset is considered to be impaired if objective evidence indicates that one or more events have had a negative effect on the estimated future cash flows of that asset.

An impairment loss in respect of a financial asset measured at amortized cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the original effective interest rate. Individually significant financial assets are tested for impairment on an individual basis.

An impairment loss is reversed if the reversal can be related objectively to an event occurring after the impairment loss was recognized. For financial assets measured at amortized cost, the reversal is recognized through operations.

(ii) Non-financial assets

The carrying amounts of Nuinsco’s non-financial assets, other than deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. For goodwill and intangible assets that have indefinite lives or that are not yet available for use, the recoverable amount is estimated each year at the same time.

The recoverable amount of an asset or cash-generating unit (“CGU”) (see definition below) is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates, or has the potential to generate, cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets, the CGU. Generally, a CGU is analogous to an individual project. The goodwill acquired in a business combination, for the purpose of impairment testing, is allocated to CGUs that are expected to benefit from the synergies of the combination.

15

Notes to the Consolidated Financial Statements For the years ended December 31, 2020 and 2019 (all amounts in Canadian dollars)

Nuinsco Resources Limited

3. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

An impairment loss is recognized if the carrying amount of an asset or its CGU exceeds its estimated recoverable amount. Impairment losses are recognized through operations. Impairment losses recognized in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the units and then to reduce the carrying amounts of the other assets in the unit (group of units) on a pro rata basis.

Impairment losses recognized in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.

(i) Employee Benefits

(i) Termination benefits

Termination benefits are recognized as an expense when Nuinsco is demonstrably committed, without realistic possibility of withdrawal, to a formal detailed plan to either terminate employment before the normal retirement date, or to provide termination benefits as a result of an offer made to encourage voluntary redundancy. Termination benefits for voluntary redundancies are recognized as an expense if Nuinsco has made an offer of voluntary redundancy, it is probable that the offer will be accepted and the number of acceptances can be reliably estimated.

(ii) Short-term benefits

Short-term employee benefit obligations are measured on an undiscounted basis and are recognized as the related service is provided. A liability is recognized for the amount expected to be paid under short-term cash bonus plans if Nuinsco has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be reliably estimated.

(iii) Share-based payments

The grant-date fair value of options granted to employees, directors, and consultants is recognized as an employee expense, with a corresponding increase in equity, over the period that the individuals become unconditionally entitled to the options. The amount recognized as an expense is adjusted to reflect the actual number of share options for which the related service and non-market vesting conditions are met.

Share-based payment arrangements in which the Company receives properties, goods, or services as consideration for its own equity instruments are accounted for as equity-settled share-based payment transactions. Such transactions are measured at the fair value of the asset(s) or service(s) received, if they can be reliably measured, otherwise, the fair value of the share-based payment is used.

(j) Provisions

Provisions for taxes are made using the best estimate of the amount expected to be paid based on a qualitative assessment of all relevant factors. The Company reviews the adequacy of these provisions at the end of the reporting period. However, it is possible that at some future date an additional liability could result from audits by taxing authorities. Where the final outcome of these tax ‑ related matters is different from the amounts that were initially recorded, such differences will affect the tax provisions in the period in which such determination is made.

In accordance with the Company’s environmental policy and applicable legal requirements, a provision for site restoration or decommissioning in respect of land restoration, and the related expense, is recognized when the land is contaminated and there is a legal obligation to restore the site. The Company presently has no decommissioning liabilities.

16

Notes to the Consolidated Financial Statements For the years ended December 31, 2020 and 2019 (all amounts in Canadian dollars)

Nuinsco Resources Limited

3. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

(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 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 fair value of a common share and the amount the investor pays for the flow-through share. A liability is recognized for this difference. The liability is reduced and the reduction of premium liability is recorded in other income at the time when the Company incurs the required flow-through eligible expenditures.

A deferred tax liability is recognized, in accordance with IAS 12, Income Taxes, for the taxable temporary difference that arises from the difference between the carrying amount of eligible expenditures capitalized as an asset in the consolidated statement of financial position and its tax base.

The Company indemnifies subscribers of flow-through shares for any tax related amounts that become due as a result of the Company not meeting its flow-through share related obligations.

(l) Income Taxes

Income tax comprises current and deferred tax. Income tax is recognized in profit or loss except to the extent that it relates to items recognized directly in equity or other comprehensive income, in which case the income tax is also recognized directly in equity or other comprehensive income.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted at the end of the reporting period, and any adjustment to tax payable in respect of previous years. Current tax assets and current tax liabilities are only offset if a legally enforceable right exists to offset the amounts and the Company intends to settle on a net basis, or to realize the asset and settle the liability simultaneously.

Deferred tax is recognized in respect of all qualifying temporary differences arising between the tax basis of assets and liabilities and their carrying amounts in the consolidated financial statements. Deferred income tax is determined on a non-discounted basis using tax rates and laws that have been enacted or substantively enacted at the end of the reporting period and are expected to apply when the deferred tax asset or liability is settled. Deferred tax assets are recognized to the extent that it is probable that the assets can be recovered. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset tax assets and liabilities and when the deferred tax balances relate to the same taxation authority.

Deferred tax assets are recognized to the extent future recovery is probable. At each reporting period end, deferred tax assets are reduced to the extent that it is no longer probable that sufficient taxable earnings will be available to allow all or part of the asset to be recovered.

(m) Share Capital

(i) Common shares

Common shares are classified as equity. Incremental costs directly attributable to the issue of common shares and share options are recognized as a deduction from equity, net of any tax effects.

(ii) Share-based payment arrangements

Stock Option Plan

The Company has a stock option plan (the “Stock Option Plan”) which is described in Note 15. Awards to non-employees are measured at the fair value of the goods or services received. Awards made to employees are measured at the grant date. All share-based awards made to employees and non-employees are recognized at the date of grant using a fairvalue-based method to calculate the share-based payment. The share-based payment is charged to operations over the vesting period of the options or service period, whichever is shorter. Stock options vest either immediately or over a 12month period.

17

Notes to the Consolidated Financial Statements For the years ended December 31, 2020 and 2019 (all amounts in Canadian dollars)

Nuinsco Resources Limited

3. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

Share Incentive Plan

The Company has a share incentive plan (the “Share Incentive Plan”), which includes both a share purchase plan (the “Share Purchase Plan”) and a share bonus plan (the “Share Bonus Plan”). The Share Incentive Plan is administered by the Directors of the Company. The Share Incentive Plan provides that eligible persons thereunder include Directors, senior officers and employees of the Company and its designated affiliates and consultants who are primarily responsible for the management and growth of the business.

The Share Incentive Plan is described in Note 13. The Company uses the fair value method of accounting for, and to recognize as its share-based payments for employees. Shares issued under the Share Incentive Plan are valued based on the quoted market price on the date of the award. This amount is expensed over the vesting period.

(n) Earnings (Loss) per Share

The Company presents basic and diluted earnings (loss) per share (“EPS”) data for its common shares. Basic EPS is calculated by dividing the results of operations attributable to ordinary shareholders of the Company by the weighted average number of common shares outstanding during the period. Diluted EPS is determined by adjusting the results of operations attributable to common shareholders and the weighted average number of common shares outstanding for the effects of all dilutive potential common shares, using the treasury method, which comprise warrants and share options.

4. FINANCIAL RISK MANAGEMENT AND CAPITAL MANAGEMENT

Risk Management Framework

The Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. The Board fulfils its responsibility through the Audit Committee which is responsible for overseeing the Company’s risk management policies.

The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management practices are reviewed regularly to reflect changes in market conditions and the Company’s activities. The Company has an established code of conduct which sets out the control environment within which framework all directors’ and employees’ roles and obligations are outlined. The Company’s risk and control framework is facilitated by the smallsized and hands-on executive team.

Credit Risk

Credit risk is the risk of an unexpected financial loss to the Company if a customer or third party to a financial instrument fails to meet its contractual obligations and arises principally from the Company’s cash.

Cash

The Company’s cash is held through large Canadian financial institutions. The Company has a corporate policy of investing its available cash in Canadian government instruments and certificates of deposit or other direct obligations of major Canadian banks, unless otherwise specifically approved by the Board.

Receivables

Amounts due are settled on a regular basis.

When necessary, the Company establishes an allowance for impairment that represents its estimate of incurred losses in respect of other receivables and investments. The main component of this allowance is a specific loss component that relates to individually significant exposures.

Further, when the Company engages in corporate transactions, it seeks to manage its exposure by ensuring that appropriate recourse is included in such agreements upon the counterparty’s failure to meet contractual obligations.

18

Nuinsco Resources Limited

Notes to the Consolidated Financial Statements For the years ended December 31, 2020 and 2019 (all amounts in Canadian dollars)

4. FINANCIAL RISK MANAGEMENT AND CAPITAL MANAGEMENT - CONTINUED Liquidity Risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due without incurring unacceptable losses or risking undue damage to the Company’s reputation.

Presently, the Company is facing a significant shortfall in liquidity before it expects any cash flows from its projects. The Company continues to hold discussions on securing financing or potential sale of assets. There are no assurances that the Company will be successful in obtaining any financing or selling assets, or in accomplishing that on a timely basis or on reasonable or acceptable terms, or at all. If the Company cannot obtain financing or otherwise improve liquidity, it will be unable to fund continuing operations and corporate administration costs (Note 1).

The Company’s objective is to maintain sufficient capital in order to meet short-term business requirements, after taking into account cash flows from operations and the Company’s holdings of cash. This is accomplished by budgets and forecasts which are updated on a periodic basis to understand future cash needs and sources. When possible, spending plans are adjusted accordingly to provide for liquidity.

The Company manages its liquidity risk through the mechanisms described above and as part of Capital management Disclosures below. The Company has historically relied on issuances of shares to develop projects and to finance dayto-day operations and may do so again in the future.

All contractually obligated cash flows are payable within the next fiscal year with the exception of the Company’s loan payable, deferred director and management fees, which are recorded in long-term liabilities.

Market Risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates, commodity prices and equity prices will affect the Company’s income, the value of its E&E properties or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.

Currency risk

The Company is exposed to currency risk on purchases, trade and other payables that are denominated in a currency other than the respective functional currency. The currencies in which these transactions primarily are denominated are the United States dollars (“US$”). The Company does not actively hedge its foreign currency exposure. Currently the Company does not hold any material amount of foreign currency, thus reducing any currency risk.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s cash earns interest at variable short-term rates. Accordingly, the estimated effect of a 50 basis points change in interest rate would not have a material effect on the Company’s results of operations.

Operational Risk

Operational risk is the risk of direct or indirect loss arising from a wide variety of causes associated with the Company’s processes, personnel, technology and infrastructure, and from external factors other than credit, market and liquidity risks such as those arising from legal and regulatory requirements and generally accepted standards of corporate behaviour. Operational risks arise from all of the Company’s operations.

19

Nuinsco Resources Limited

Notes to the Consolidated Financial Statements For the years ended December 31, 2020 and 2019 (all amounts in Canadian dollars)

4. FINANCIAL RISK MANAGEMENT AND CAPITAL MANAGEMENT - CONTINUED

The Company’s objective is to manage operational risk so as to balance the avoidance of financial losses and damages to the Company’s reputation with overall cost effectiveness and to avoid control procedures that restrict initiative and creativity.

The primary responsibility for the development and implementation of controls to address operational risk is assigned to senior management. The Company has a small but hands-on and experienced executive team which facilitates communication across the Company. This expertise is supplemented, when necessary, by the use of experienced consultants in legal, compliance and industry-related specialties.

Capital Management Disclosures

The Company’s objective when managing capital is to safeguard its accumulated capital in order to provide an adequate return to shareholders by maintaining a sufficient level of funds to support continued project development and corporate activities. Capital is defined by the Company as the aggregate of its shareholders’ deficiency as well as any long-term debt, equipment-based and/or project-based financing.

The Company manages its capital structure and makes adjustments to it based on the level of funds available to the Company to manage its operations. In order to maintain or adjust the capital structure, the Company’s objectives are to obtain equity, long-term debt, equipment-based financing and/or project-based financing sufficient to maintain and expand its operations. There are no assurances that these initiatives will be successful.

Neither the Company, nor any of its subsidiaries, are subject to externally imposed capital requirements. There were no changes in the Company’s approach to financial risk management or capital management during the period.

5. DETERMINATION OF FAIR VALUES

A number of the Company’s accounting policies and disclosures require the determination of fair value for both financial and non-financial assets and liabilities. Fair values have been determined for measurement and/or disclosure purposes based on the methods described below. When applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.

Fair value hierarchy

The different levels of valuation are defined as follows:

  • Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities;

  • Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

  • Level 3: Inputs for the asset or liability are not based on observable market data (unobservable inputs).

(a) Receivables

The fair value of receivables is estimated as the present value of future cash flows, discounted at the market rate of interest at the reporting date. This fair value is determined for disclosure purposes only.

(b) Non-Derivative Financial Assets

Financial assets at fair value through profit or loss include the Company’s Participating Interest. The fair value of the Participating Interest is based on the net present value of expected cash flows taking into account the probability of cash flows as described in Note 9.

(c) Share-based Payment Transactions

The fair value of employee share options is measured using the Black-Scholes option-pricing model. Any service and non-market performance conditions attached to the transactions are not taken into account in determining fair value.

20

Notes to the Consolidated Financial Statements For the years ended December 31, 2020 and 2019

Nuinsco Resources Limited

(all amounts in Canadian dollars)

6. RECEIVABLES

December 31, December 31,
2020 2019
Sales tax receivable $ 17,024 $13,509

7. PROPERTY AND EQUIPMENT

Accumulated Carrying
Equipment Cost Depreciation Amount
Balance as at December 31, 2018 426,674 395,040 31,634
Depreciation -
6,031
(6,031)
Balance as at December 31, 2019 $ 426,674 $ 401,071 $ 25,603
Disposal of property and equipment (313,493) (296,897) (16,596)
Depreciation -
4,870
(4,870)
Balance as at December 31, 2020 $ 113,181 $ 109,044 $ 4,137

8. EXPLORATION AND EVALUATION PROJECTS

Prairie Lake Sunbeam El Sid Total
Balance, December 31, 2018 - 277,104 214,224 491,328
Acquisitions (net) - 70,000 - 70,000
Project expenditures 40,612 51,308 262,650 424,570
Balance, December 31, 2019 $ 40,612 $ 398,412 $476,874 $ 915,898
Option Payments - 71,000 - 71,000
Project expenditures - 203,706 47,248 250,954
Balance, December 31, 2020 $ 40,612 $ 673,118 $524,122 $1,237,852

21

Notes to the Consolidated Financial Statements For the years ended December 31, 2020 and 2019 (all amounts in Canadian dollars)

Nuinsco Resources Limited

8. EXPLORATION AND EVALUATION PROJECTS - CONTINUED

El Sid

The Company is evaluating the economic viability of the El Sid gold dumps and tailings recovery operation (“El Sid”) located in the Eastern Desert of Egypt approximately 90km west of the Red Sea coast. Three past producing gold mines are located on the project site – the largest of which is the El Sid Mine that between 1940 and 1957 was Egypt’s largest gold producer. In Q1 2018, Nuinsco, through its Egyptian subsidiary Z-Gold Resources, won, through a competitive bid, the opportunity to evaluate and exploit the waste dumps and tailings from the project owner, Shalateen Mineral Resources Company, a company established by the Egyptian Government. Nuinsco/Z-Gold were required to post a performance bond of $147,000 to secure the bid. To fund the acquisition, the Company sold royalties (the “Royalties”) on future gold, and associated minerals, produced from El Sid. As at December 31, 2020, the Company has received proceeds of $124,908 from the sale of the Royalties representing 13% of the distributable cash flow from the production of gold and associated minerals. $74,908 of these Royalties were sold to management and directors of the Company to assist in funding the project. This amount was credited against the carrying value of El Sid.

Sunbeam Gold Property

In February 2018, the Company completed an option agreement to acquire the Sunbeam Gold Property which is located about 30km northeast of Atikokan, north-western Ontario and is readily accessible by road. The property is composed of 101 mining claims (99 single cell and 2 boundary cell mining claims) totalling 1,552ha and is the site of a former patented mining claim that encompassed the Sunbeam Mine. The immediate area of the Sunbeam Mine had seen no exploration activity since 1905. Payments to acquire the 100% of the Sunbeam Gold Property are as follows:

  • (a) Cash payments of $175,000 over four years: $20,000 on signing (paid); $30,000 on May 3, 2018 (paid); $50,000 on May 3, 2019 (paid - see (i) below); and $75,000 on May 3, 2020 (see (ii) below).

(i) On April 30, 2019, an amending agreement was executed such that the $50,000 cash payment required on May 3, 2019 would be: $25,000 cash and $25,000 of common shares of the Company as determined by the 20-day volume weighted average share price. The revised payments were paid on schedule.

(ii) On July 8, 2020, an amending agreement was executed such that the May 3, 2020 payment for $75,000 was increased to $90,000 due on December 31, 2020 settled by the issuance of 3,000,000 common shares.

  • (b) Issue 1,000,000 common shares on signing the agreement (issued), 100,000 common shares on May 3, 2018 (issued), 100,000 common shares on May 3, 2019 (issued), and 100,000 common shares on May 3, 2020 (issued).

  • (c) Complete work programs totalling $280,000 incurred over four years as follows:

  • (a) an initial $40,000 on or before May 3, 2018 (met);

  • (b) an additional $60,000 on or before May 3, 2019 (met);

  • (c) an additional $80,000 on or before May 3, 2020 (met); and

  • (d) an additional $100,000 on or before May 3, 2021.

  • (d) A net smelter return (“NSR”) royalty of 2.5% is retained by the vendors. A 1% royalty can be re-acquired by the Company for a one-time payment of $1,000,000.

  • (e) a $20,000 per annum pre-production payment deductible against any net smelter returns royalty payments to the optionors.

Subsequent to December 31, 2020, the Company exercised the option on the option agreement (see subsequent event note 20).

22

Notes to the Consolidated Financial Statements For the years ended December 31, 2020 and 2019 (all amounts in Canadian dollars)

Nuinsco Resources Limited

8. EXPLORATION AND EVALUATION PROJECTS - CONTINUED Sunbeam Gold Property - continued

In October 2020, the Company entered into an option agreement to increase the size of the Sunbeam gold property land package. The newly-optioned ground comprises nine (9) mining claims (consisting of 117 cells). Terms of the option require a cash payment of $10,000 on signing the agreement with subsequent payments of $12,000, $16,000 and $25,000 in years two, three and four. One million common shares of the Company valued at $5,000 were also issued to the vendor upon signing.

Prairie Lake

The Prairie Lake project, located near Marathon, Ontario, is within a large carbonatite intrusion hosting a number of commodities of potential commercial interest including phosphate (P2O5), niobium (Nb) tantalum (Ta), uranium, rare earth elements (“REEs”), and other elements and compounds. The Prairie Lake project is owned 100% by the Company, is royalty-free and consists of nine claims comprising of 46 mining claims (27 single cell and 19 boundary cell mining claims), encompassing 608 ha. Evaluation, analytical sampling, and metallurgical and process testing are ongoing.

Diamond drilling, surface sampling and mapping programs were conducted in 2007, 2008, 2010, and 2013. The largescale project has a current Exploration Target of between 515 and 630 million tonnes of mineralization grading between 3.0-4.0 P2O5, 0.009-0.11% Nb2O5, 18-21ppm Ta2O5, and the following REEs: 280-340ppm lanthanum, 650-790ppm cerium, 55-70ppm samarium, 300-360ppm neodymium, 85-100ppm yttrium.

9. PARTICIPATING INTEREST

Nuinsco holds an unsecured participating interest in the cash flows generated by Victory Nickel Inc. from the sale of frac sand (the “Participating Interest”) from that company’s 7 Persons frac sand plant near Medicine Hat, Alberta. The Company’s participation in the net cash flows earned from the sale of frac sand is limited to a maximum of $10,222,831 with a minimum of $7,667,124 based on a sharing percentage of 52.16%. Because of the uncertainty on receiving future payments on the Participating Interest, as at December 31, 2015, the Company recorded an impairment of this Participating Interest and has recorded the value of the asset at $nil. The Company will continue to monitor the frac sand market, and will re-evaluate the impairment of this asset at such time the market recovers.

10. LOAN PAYABLE

On April 28, 2020, the Company received an interest free government loan of $40,000, and an additional $20,000 on December 29, 2020. Up to $20,000 of that amount will be eligible for loan forgiveness if $40,000 is fully repaid on or before December 31, 2022. If the loan is not repaid by December 31, 2022, it will be extended for an additional 3-year term bearing an interest rate of 5% per annum. The loan can be repaid at any time without penalty and no principal payments are required until December 31, 2025 when the full amount of the loan is due. Monthly interest must be paid during the additional 3-year term.

The benefit of the government loan received at below market rate of interest is treated as a government grant. The loan was recognized at the fair value of $48,199, using the Company’s incremental borrowing rate of 11% per annum. During the year ended December 31, 2020, the Company recorded interest of $2,408 on the loan (2019 - $Nil) and benefit of interest free loan of $2,926 (2019 -$Nil).

11. LONG-TERM LIABILITIES

Long-term liabilities consist of accrued directors’ fees $511,025 (2019 – $400,438) and certain management consulting fees $1,047,000 (2019 – $849,000). Until the ongoing viability of the Company can be assured, the directors and management have agreed to provide 12 months’ notice on calling the repayment of the fees. The amounts are therefore classified as long-term.

12. LEASE

In September 2017, the Company entered into a one-year lease for office space at 80 Richmond Street West, Toronto, expiring September 2018. The lease was extended for two one-year terms and ended in September 2020. During 2020, the Company paid net rent in the amount of $16,500. The Company did not extend the lease in 2020.

23

Nuinsco Resources Limited

Notes to the Consolidated Financial Statements For the years ended December 31, 2020 and 2019 (all amounts in Canadian dollars)

13. SHARE CAPITAL AND OTHER COMPONENTS OF SHAREHOLDERS’ DEFICIENCY Share Capital

Authorized

The Company is authorized to issue an unlimited number of common shares with no par value. The Company is also authorized to issue an unlimited number of Class A special shares, issuable in series, an unlimited number of Class B special shares, issuable in series, an unlimited number of Class C special shares, issuable in series, an unlimited number of Class D special shares, issuable in series, and an unlimited number of Class E special shares, issuable in series.

Number of common shares issued and outstanding

There are no special shares outstanding; all shares are fully paid.

Number of
Notes Shares Amount
Balance as at December 31, 2018 420,813,323 $ 98,648,055
Shares issued on exercise of stock options (a) 7,500,000 139,305
Shares issued in accordance with Sunbeam option agreement (b) 3,550,000 35,500
Shares issued on private placement (c) 9,950,000 99,500
Value of warrants issued (c) - (49,460)
Balance as at December 31, 2019 441,813,323 98,872,900
Shares issued on private placement (d) 18,350,000 183,500
Value of warrants issued (d) - (22,400)
Flow through premium (d) - (68,942)
Issue costs (d) - (5,432)
Shares issued in accordance with Sunbeam option agreement (b) 3,100,000 31,000
Shares issued in accordance with additional Sunbeam option (b) 1,000,000 5,000
Balance as at December 31, 2020 464,263,323 $ 98,995,626
  • (a) On February 26, 2019, 3,500,000 stock options were exercised at $0.01 per share for proceeds of $35,000. Upon exercise of the stock option, the fair value of $32,472 was allocated from contributed surplus to share capital. On June 1, 2019, 4,000,000 stock options were exercised at $0.01 per share for proceeds of $40,000. Upon exercise of the stock option, the fair value of $31,833 was allocated from contributed surplus to share capital.

  • (b) On May 3, 2019 the Company issued 3,550,000 common shares valued at $35,500 pursuant to its Sunbeam option agreement (see note 8).

On July 29, 2020, the Company issued 3,100,000 common shares valued at $31,000 pursuant to the Sunbeam option agreement (see note 8).

On July 29,2020, the Company issued 1,000,000 common shares valued at $5,000 pursuant to the Sunbeam option agreement (see note 8).

  • (c) On December 31, 2019, the Company closed a private placement financing for gross proceeds of $99,500 through the issuance of 9,950,000 flow-through share units (at $0.01 per unit). Each unit consisted of one common share and one common share purchase warrant. Each whole warrant can be exercised at $0.05 for a period of 36 months These warrants were assigned a value of $49,460 using the Black-Scholes option pricing model using the following assumptions: risk free interest rate 1.69%; expected volatility of 290%; expected dividend yield of 0% and an expected life of three years. Under the “look back” provision governing flow-through shares, the $99,500 was unspent by the end of 2019 and had to be spent by December 31, 2020 (which it was).

24

Notes to the Consolidated Financial Statements For the years ended December 31, 2020 and 2019 (all amounts in Canadian dollars)

Nuinsco Resources Limited

13. SHARE CAPITAL AND OTHER COMPONENTS OF SHAREHOLDERS’ DEFICIENCY - CONTINUED

  • (d) Between October and December 31, 2020, the Company closed a private placement financing for gross proceeds of $183,500 through the issuance of 13,850,000 flow-through shares at $0.01 per share, and 4,500,000 units. Each unit consisted of one common share and one common share purchase warrant. Each whole warrant can be exercised at $0.05 for a period of 24 months These warrants were assigned a value of $22,400 using the Black-Scholes option pricing model using the following assumptions: risk free interest rate 0.26%; expected volatility of 351%; expected dividend yield of 0% and an expected life of two years. The Company paid finders’ fees of $3,750 and other costs related to the issuance in the amount of $1,682. Under the “look back” provision governing flow-through shares, the $38,682 of the flow-through raised was unspent by the end of 2020 and must be spent by December 31, 2021.

Share Incentive Plan

The Company has a Share Incentive Plan which includes both a Share Purchase Plan and a Share Bonus Plan. The purpose of the Share Incentive Plan is to encourage ownership of common shares by directors, senior officers and employees of the Company and its designated affiliates and consultants who are primarily responsible for the management and profitable growth of its business, to advance the interests of the Company by providing additional incentive for superior performance by such persons and to enable the Company and its designated affiliates to attract and retain valued directors, officers, employees and consultants. There has been no issuance under this plan.

Share Purchase Plan

Under the Share Purchase Plan, eligible directors, senior officers and employee of the Company and its designated affiliates and consultants can contribute up to 10% of their annual basic salary before deductions to purchase common shares. The Company matches each participant’s contribution. The purchase price per common share is the volumeweighted average of the trading prices of the common shares on an exchange for the calendar quarter in respect of which the common shares are issued. Common shares acquired are held in safekeeping and delivered to personnel as soon as practicable following March 31, June 30, September 30 and December 31 in each calendar year. No common shares have ever been issued pursuant to the Share Purchase Plan. The maximum number of common shares issuable under the Share Purchase Plan is the lesser of: (i) that number of common shares that can be purchased with a dollar amount equal to 20% of the gross annual salary of the Participants (as defined in the Share Incentive Plan); and (ii) 1% of the aggregate number of issued and outstanding common shares (calculated on a nondiluted basis) from time to time. There has been no issuance under this plan.

Share Bonus Plan

The Share Bonus Plan permits common shares to be issued as a discretionary bonus to eligible directors, senior officers and employees of the Company and its designated affiliates, and consultants from time to time. At the Company’s Annual and Special Meeting of Shareholders held on June 18, 2012 (the “ASM”), shareholders approved an increase in the maximum number of common shares issuable under the Share Bonus Plan to 8,000,000.

The fair value of common share entitlements granted under the Share Bonus Plan is determined using the quoted market value on the date of grant for an aggregate fair value that was charged immediately. If the common shares are not listed on any stock exchange, the fair value of the common shares may be determined by the directors. There has been no issuance under this plan.

Accumulated Other Comprehensive Income or Loss (“AOCI”)

AOCI is comprised of the following separate components of (deficiency) equity:

Net change of financial assets at fair value through OCI

This comprises the cumulative net change in the fair value of financial assets at fair value through OCI.

Income tax on OCI

This comprises the amount of income tax determined to be required on the cumulative net change in the fair value of financial assets at fair value through OCI.

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Notes to the Consolidated Financial Statements For the years ended December 31, 2020 and 2019 (all amounts in Canadian dollars)

Nuinsco Resources Limited

14. LOSS PER SHARE

The warrants and options outstanding were excluded from the computation of diluted loss per share in 2020 and 2019 because their impact was anti-dilutive.

15. SHARE-BASED PAYMENTS

Description of the Share-based Payment Arrangements

The Company’s share-based payment arrangements are as follows:

Stock option plan (equity-settled)

The Company has a Stock Option Plan to encourage ownership of its shares by key management personnel (directors and executive management), employees and consultants, and to provide compensation for certain services. The terms of the Stock Option Plan provide that the directors have the right to grant options to acquire common shares of the Company at not less than the closing market price of the shares on the day preceding the grant. No compensation is recognized when options are exercised. The number of shares reserved for issuance is not to exceed 15% of the aggregate number of common shares issued and outstanding (calculated on a non-diluted basis) from time to time.

As at December 31, 2020, the Company had 13,314,499 (December 31, 2019 – 34,596,998) common shares remaining available for the granting of future options. Options are exercisable at the market price of the shares on the date preceding the date of grant.

Share Bonus Plan

The terms of the Company’s Share Bonus Plan are set out in Note 17.

Terms and Conditions of Share-based Payment Arrangements

Stock Option Plan

The terms and conditions relating to the grants of the Stock Option Plan are as follows:

  • Options issued during the year vested on the date of grant.

  • All options are to be settled by physical delivery of shares.

Disclosure of Share-based Payment Arrangements Stock Option Plan

The following is a summary of the activity of options:

Year ended December 31, 2020
Number of
options
Weighted average
exercise price
Year ended December 31, 2019
Number of
options
Weighted average
exercise price
Balance, beginning of year
Granted
Expired
Exercised
31,675,000
$ 0.010
25,000,000
0.005
(350,000)
0.010
-
-
34,525,000
$ 0.010
4,650,000
0.010
-
-
(7,500,000)
0.010
Balance, end ofyear 56,325,000
$ 0.008
31,675,000
$ 0.010
Options exercisable, end ofyear 56,325,000
$ 0.008
31,675,000
$ 0.010

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Nuinsco Resources Limited

Notes to the Consolidated Financial Statements For the years ended December 31, 2020 and 2019 (all amounts in Canadian dollars)

15. SHARE-BASED PAYMENTS – CONTINUED

As at December 31, 2020 the options outstanding are as follows:

Weighted average
# Options Exercise Price Expiry date expiry (years)
26,675,000 $ 0.010 April 18, 2021 0.30
4,650,000 $ 0.010 August 26, 2024 3.66
25,000,000 $ 0.005 November 17, 2025 4.88
56,325,000 2.60

On August 26, 2019, the Company issued 4,650,000 stock options to officers, consultants and employees of the Company. The options have an exercise price $0.01 and expire 5 years from the date of grant. The options were assigned a value of $46,289 using the Black-Scholes option pricing model with the following assumptions: expected volatility of 250%; expected dividend yield of 0%; risk-free interest rate of 1.24%; and expected life of 5 years. The options vested on the date of grant.

On November 16, 2020, the Company issued 25,000,000 stock options to officers, consultants and employees of the Company. The options have an exercise price $0.005 and expire 5 years from the date of grant. The options were assigned a value of $124,681 using the Black-Scholes option pricing model with the following assumptions: expected volatility of 311%; expected dividend yield of 0%; risk-free interest rate of 0.46%; and expected life of 5 years. The options vested on the date of grant.

See note 20 for subsequent exercise of stock options.

Share purchase warrants

The following is a summary of the activity of warrants for the years ended December 31, 2020 and December 31, 2019:

Year ended Year ended Year ended Year ended
December 31, 2020 December 31, 2019
Weighted aver- Weighted aver-
age exercise age exercise
Number of warrants price Number of warrants price
Balance, beginning of year 9,950,000 $ 0.050 1,495,000 $ 0.015
Expired - - (1,495,000) 0.015
Granted (note 13) 4,500,000 0.050 9,950,000 0.050
Balance, end ofyear 14,450,000 $ 0.050 9,950,000 $ 0.050

As at December 31, 2020 the warrants outstanding are as follows:

Weighted average
# Warrants Exercise Price Expiry date expiry (years)
9,950,000 $ 0.050 December 30, 2022 2.0
4,500,000 $ 0.050 December 3, 2022 1.92
14,450,000 1.97

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Notes to the Consolidated Financial Statements For the years ended December 31, 2020 and 2019 (all amounts in Canadian dollars)

Nuinsco Resources Limited

16. OPERATING SEGMENT

Reporting Segment

The Company is engaged in the exploration and evaluation of properties for the mining of precious and base metals. The Company does not have formal operating segments and does not have operating revenues, products or customers. The corporate office operates to support the Company’s projects which are currently located in Canada and Egypt. Senior management makes decisions by considering exploration potential and results on a project basis. Any applicable amounts relating to projects are capitalized to the relevant project as Exploration and evaluation projects on the consolidated statements of financial position.

17. RELATED PARTIES AND MANAGEMENT AGREEMENTS

Related Party Balances and Transactions

Short-term employee benefits provided by the Company to key management personnel include salaries, consulting fees and directors’ fees. The Company’s non-monetary benefit package for key management personnel is the same as that available to all full-time employees. In addition to short-term employee benefits, the Company may also issue shares as part of the Share Bonus Plan and the Stock Option Plan.

Transactions with related parties for the years ended December 31, 2020 and 2019 are shown in the following table:

2020 2019
Short-term employee benefits $ 356,587 $ 358,500
Share-based compensation 102,238 19,910
$ 458,825 $ 378,410

During the year ended December 31, 2020, the Company was charged $46,000 (2019 - $36,000) by CFO Advantage Inc., a company controlled by Kyle Appleby, the Chief Financial Officer of the Company. As at December 31, 2020, $123,170 of such fees (December 31, 2019 - $71,190) is included in accounts payable and accrued liabilities.

During the year ended December 31, 2020, the Company was charged $150,000 (2019 - $150,000) by Paul Jones, the Chief Executive Officer of the Company. As at December 31, 2020, $825,000 (December 31, 2019 - $675,000) is owing for management fees and is included in long-term liabilities (Note 11). The Company also owes Mr. Jones $112,071 for expenses paid for on behalf of the Company and advances.

During the year ended December 31, 2020, the Company was charged $48,000 (2019 - $48,000) by Sean Stokes, Executive Vice President of the Company. As at December 31, 2020, $222,000 (December 31, 2019 - $174,000) is owing and included in long-term liabilities (Note 11).

As at December 31, 2020, two directors are owed a total of $22,000 for funds advanced to the Company with no interest, and no terms of repayment. The Company had no other sources of financing available at the time and the advances were essential to maintaining the Company in good standing.

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Notes to the Consolidated Financial Statements For the years ended December 31, 2020 and 2019

Nuinsco Resources Limited

(all amounts in Canadian dollars)

18. COMPANY ENTITIES Significant Subsidiaries and Jointly-Controlled Entities

December 31, December 31,
2020 2019
Country of
Ownership Interest Incorporation
Lakeport Gold Corporation Canada 100% 100%
Nuinsco Madencilik Sanaye Ticaret Turkey 100% 100%
Nuinsco Exploration Inc. BVI 70% 70%
Z-Gold Resources Limited (through Nuinsco Exploration Inc.) Egypt 70% 70%
NuMENA Minerals Corp. Canada 100% 100%

All of these subsidiaries have nominal assets and liabilities.

19. INCOME TAXES

The reconciliation of the combined Canadian federal and provincial statutory income tax rate of 26.5% (2019 - 26.5%) to the effective tax rate is as follows:

to the effective tax rate is as follows:
2020 2019
NetIncome beforerecovery of income taxes $ (589,000) $ (662,111)
Expected income tax (recovery) expense $ (156,090) $ (175,460)
Share-based compensation and other non-deductible expenses 33,050 13,780
Share issuance costs booked directly to equity (1,440) -
Utilization of losses (700) (2,097,180)
Flow-through shares - 26,370
Changeintaxbenefitsnotrecognized 125,180 2,232,490
Income taxexpense $ - $ -

Unrecognized Deferred Tax Assets

Deferred taxes are provided as a result of temporary differences that arise due to the differences between the income tax values and the carrying amount of assets and liabilities. Deferred tax assets have not been recognized in respect of the following deductible temporary differences:

the following deductible temporary differences:
2020 2019
Property and equipment $ 686,610 $ 708,940
Participating Interest 1,000,000 1,000,000
Loan payable 19,480 -
Share issuance costs 4,350 3,800
Reserves 1,558,0308 1,247,440
Operating tax losses carried forward 888,490 724,460
Capital losses carried forward 26,860,150 26,860,150
Resource pools– mineralproperties 9,658,450 9,658,450
40,675,560 40,203,240

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Nuinsco Resources Limited

Notes to the Consolidated Financial Statements For the years ended December 31, 2020 and 2019 (all amounts in Canadian dollars)

19. INCOME TAXES - CONTINUED

The Canadian operating tax losses expire as noted in the table below. The operating tax losses of the foreign subsidiaries have not been disclosed as the Company no longer has any significant foreign operations. The capital losses may be carried forward indefinitely but can only be used to reduce capital gains. The remaining deductible temporary differences may be carried forward indefinitely. Deferred tax assets have not been recognized in respect of these items because it is not probable that future taxable profit will be available against which the Company can utilize the benefits therefrom.

The Company's Canadian operating tax losses expire as follows:

mpany's Canadian mpany's Canadian operatingtax losses expi
Year Non-capital Losses
2038 $ 353,410
2039 370,810
2040 164,280
$ 888490
,

20. SUBSEQUENT EVENTS

On January 21, 2021 the Company exercised its option on the Sunbeam project for the sum of $65,000 (note 8).

On February 11, 2021, 19,790,000 stock options were granted with an exercise price of $0.01 expiring 5 years from the date of grant.

On February 18, 2021, 25,900,000 stock options were granted with an exercise price of $0.015 expiring 5 years from the date of grant.

On March 19, 2021, the Company announced the expansion of its prospective gold property holdings through an option agreement to acquire a 100% interest in the Dash Lake gold project (the "Project" or the "Property") located 50 kilometres northwest of Fort Francis, Ont. in the prolifically gold mineralized Kakagi-Rowan Lake Greenstone Belt. Terms of the option required a cash payment of $10,000 on signing the agreement with subsequent payments of $20,000, $25,000 and $30,000 in years two, three and four. A share issuance of 1.4 million common shares of the Company was also due to the vendors upon signing. The property is subject to a 1.5% net smelter return royalty (the "Royalty"); the Company has the right to purchase 0.5% of the Royalty for $500,000.

On April 22, 2021, 17,500,000 stock options were granted with an exercise price of $0.015 expiring 5 years from the date of grant.

Subsequent to December 31, 2020, a total of 51,211,008 stock options were exercised for proceeds of $515,193.

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