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World Copper Ltd. — Interim / Quarterly Report 2021
Aug 27, 2021
45949_rns_2021-08-27_6f66b3b5-25ea-485a-9d63-cce71dabc700.pdf
Interim / Quarterly Report
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WORLD COPPER LTD.
(formerly Wealth Copper Ltd.) (An Exploration Stage Company)
Interim Consolidated Financial Statements (Unaudited – Prepared by Management)
Three and Six months ended June 30, 2021 and 2020 Expressed in Canadian Dollars
Corporate Head Office 2710 – 200 Granville Street Vancouver, BC V6C 1S4
P a g e 1 | 21
| WORLD COPPER LTD.(formerly Wealth Copper Ltd.) (An Exploration Stage Company) Interim Consolidated Financial Statements (Unaudited - Expressed in Canadian Dollars) June 30, 2021 and 2020 |
|
|---|---|
| INDEX Page Interim Consolidated Financial Statements 3-6 Interim Consolidated Statements of Financial Position 3 Interim Consolidated Statements of Loss and Comprehensive Loss 4 Interim Consolidated Statements of Changes in Shareholders’ Equity 5 Interim Consolidated Statements of Cash Flows 6 Notes to Interim Consolidated Financial Statements 7-21 |
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WORLD COPPER LTD. (formerly Wealth Copper Ltd.) Interim Consolidated Statements of Financial Position (Unaudited - Expressed in Canadian Dollars) As at June 30, 2021 and December 31, 2020
| June 30, 2021 December 31, 2020 |
|
|---|---|
| ASSETS Current Cash Receivables Prepaids Exploration and evaluation assets (Note 6) Total Assets |
$ 548,175 $ 330,655 44,080 34,555 25,310 13,000 |
| 617,565 378,210 6,461,346 4,446,720 |
|
| $ 7,078,911 $ 4,824,930 |
|
| LIABILITIES AND SHAREHOLDERS' EQUITY Current Accounts payable and accrued liabilities (Note 8) Loans payable (Notes 5 and 8) Due to Gold Springs Resource Corp. (Note 5) Due to Wealth Minerals (Note 8) Non-Current Due to Gold Springs Resource Corp. (Note 5) Shareholders' Equity Capital stock (Note 7) Equity portion of compound instruments (Note 8) Contributed surplus (Note 7) Deficit Total Liabilities and Shareholder’s Equity |
$ 611,703 $ 752,148 12,500 - 500,000 421,658 55,909 69,224 |
| 1,180,112 1,243,030 - 500,000 |
|
| 1,180,112 1,743,030 |
|
| 11,075,091 5,640,240 24,746 24,746 193,030 68,468 (5,394,068) (2,651,554) |
|
| 5,898,799 3,081,900 |
|
| $ 7,078,911 $ 4,824,930 |
Subsequent events (Note 14)
On behalf of the Board:
(Signed) “Hendrik Van Alphen” (Signed) “Timothy McCutcheon” Hendrik Van Alphen, Director Timothy McCutcheon, Director
The accompanying notes are an integral part of these interim consolidated financial statements.
P a g e 3 | 21
WORLD COPPER LTD. (formerly Wealth Copper Ltd.)
Interim Consolidated Statements of Loss and Comprehensive Loss Three and Six Months Ended June 30, 2021 and 2020 (Unaudited - Expressed in Canadian Dollars)
| Three months ended June 30, 2021 Three months ended June 30, 2020 Six months ended June 30, 2021 Six months ended June 30, 2020 |
|
|---|---|
| EXPENSES Consulting fees (Note 8) Exploration and evaluation (Note 6) Foreign exchange loss (gain) Listing fees (Note 4) Office and miscellaneous Professional fees Rent Shareholder communications Transfer agent and regulatory fees Travel Wages and benefits (Note 8) Loss and comprehensive loss for the period |
$ 181,772 $ 169,049 $ 372,028 $ 307,280 323,814 61,868 522,547 113,792 9,254 (22,090) 10,582 (5,727) - - 947,556 - 73,430 87,553 124,017 110,665 157,681 102,013 438,850 220,927 16,167 - 22,716 - 67,549 38,391 122,406 47,001 29,253 - 80,160 - 31,664 - 48,862 2,146 52,790 - 52,790 - |
| $ (943,374) $ (436,784) $ (2,742,514) $ (796,084) |
|
| Basic and diluted loss per common share | $ (0.01) $ (0.01) $ (0.02) $ (0.01) |
| Weighted average number of common shares outstanding |
132,251,980 58,640,000 128,243,058 58,640,000 |
The accompanying notes are an integral part of these interim consolidated financial statements.
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WORLD COPPER LTD. (formerly Wealth Copper Ltd.) Interim Consolidated Statements of Changes in Shareholders’ Equity (Unaudited - Expressed in Canadian Dollars)
| Number of Shares |
**Capital Stock ** | Subscriptions Received |
Contributed Surplus |
Equity Portion of Compound Instruments |
Deficit | Total Shareholders’ Equity |
|
|---|---|---|---|---|---|---|---|
| Balance, December 31, 2019 Subscriptions received in advance Share issue costs – paid in cash Compound instruments equity warrants Loss for the period |
58,640,000 - - - - |
$ 3,339,001 - (2,000) - - |
$ - 155,000 - - - |
$ - - - - - |
$ - - - 24,746 - |
$ (681,791) - - - (796,084) |
$ 2,657,210 155,000 (2,000) 24,746 (796,084) |
| Balance, June 30, 2020 Shares issued – private placement Shares issued – settlement of loan Share issue costs – paid in cash Finder fee warrants – on private placements Loss for the period |
58,640,000 23,737,655 1,500,000 - - - |
3,337,001 2,373,765 150,000 (152,058) (68,468) - |
155,000 (155,000) - - - - |
- - - - 68,468 - |
24,746 - - - - - |
(1,477,875) - - - - (1,173,679) |
2,038,872 2,218,765 150,000 (152,058) - (1,173,679) |
| Balance, December 31, 2020 Shares issued – Allante acquisition Shares issued – private placement Shares issued – settlement of loan Share issue costs – paid in cash Finder fee warrants – on private placements Shares issued – 30% pro-rata interest rights per TMI Group share exchange agreement Lossforthe period |
83,877,655 4,000,599 27,031,466 2,666,666 - - 14,675,594 - |
5,640,240 480,072 3,243,776 320,000 (245,506) (124,562) 1,761,071 - |
- - - - - - - - |
68,468 - - - - 124,562 - - |
24,746 - - - - - - - |
(2,651,554) - - - - - - (2,742,514) |
3,081,900 480,072 3,243,776 320,000 (245,506) - 1,761,071 (2,742,514) |
| Balance, June 30, 2021 | 132,251,980 | **$ 11,075,091 ** | $ - |
$ 193,030 |
$ 24,746 |
$ (5,394,068) | $ 5,898,799 |
The accompanying notes are an integral part of these interim consolidated financial statements.
P a g e 5 | 21
WORLD COPPER LTD. (formerly Wealth Copper Ltd.) Interim Consolidated Statements of Cash Flows For the Six Months ended June 30, 2021 and 2020 (Unaudited - Expressed in Canadian Dollars)
| Six months ended June 30, 2021 Six months ended June 30, 2020 |
|
|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES Loss for the period Item not affecting cash: Listing fees Changes in non-cash working capital items: Receivables Prepaids Accounts payable and accrued liabilities Net cash used in operating activities CASH FLOWS FROM INVESTING ACTIVITY Cash received on Allante acquisition Exploration and evaluation assets Net cash used in investing activity CASH FLOWS FROM FINANCING ACTIVITITES Payment of amount due to Gold Springs Resource Corp. Due to Wealth Minerals Related party loan received Proceeds from issuance of shares Subscriptions received in advance Share issue costs Net cash provided by financing activities Change in cash for the period Cash, beginning of period Cash, end of period |
$ (2,742,514) $ (796,084) 947,556 - (8,320) (3,919) (12,310) - (277,016) 458,567 |
| (2,092,604) (341,436) |
|
| 382 - (253,555) - |
|
| (253,173) - |
|
| (421,658) - (13,315) 59,810 - 170,000 3,243,776 - - 155,000 (245,506) (2,000) |
|
| 2,563,297 382,810 |
|
| 217,520 41,374 330,655 166,712 |
|
| $ 548,175 $ 208,086 |
Significant non-cash financing and investing transactions during the period ended June 30, 2021 included:
-
Issued 1,981,182 warrants valued at $124,562 as finder’s fees (see Note 7 (i)).
-
Accounts payable of $320,000 settled with 2,666,666 shares (see Note 7 (ii)).
-
Accounts payable and accrued liabilities of $456,571 assumed on the acquisition Allante.
-
Reclassified $12,500 of Allante accounts payable to loans payable.
-
Issued 4,000,599 with a value of $480,072 on the acquisition of Alante (see Note 4).
-
Issued 14,675,594 shares valued at $1,761,071 as exploration and evaluation assets to Gold Springs Resource Corp. (see Notes 5 and 7 (ii)).
Significant non-cash financing and investing transactions during the period ended June 30, 2021 included:
- Issued 1,700,000 warrants valued at $24,746 as the equity portion of a compound instrument (see Note 8).
The accompanying notes are an integral part of these interim consolidated financial statements.
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WORLD COPPER LTD. (formerly Wealth Copper Ltd.) Notes to the Interim Consolidated Financial Statements June 30, 2021 (Unaudited - Expressed in Canadian Dollars)
1. NATURE OF OPERATIONS AND GOING CONCERN
World Copper Ltd. was incorporated under the Business Corporations Act (British Columbia) on December 3, 2018. On July 16, 2020, the Company changed its name from Wealth Copper Ltd. to World Copper Ltd. (the “Company”, “World Copper”).
On January 12, 2021 the Company completed a name change from World Copper Ltd. to 1188893 B.C. Ltd in conjunction with the closing of the Company’s qualifying transaction with Allante Resources Ltd. (“Allante”). For accounting purposes, the Company is deemed to be the acquirer in the qualifying transaction. On January 12, 2021, Allante changed it’s name to World Copper Ltd. and following the closing of the transaction, the Company or Allante changed its name to World Copper Ltd. The amalgamation of World Copper Ltd. and 1188893 B.C. LTD. completed on April 30, 2021.
The Company is an exploration stage junior mining company currently engaged in the identification, acquisition and exploration of mineral resources in Chile. The Company’s head office and records office are located at #2710 - 200 Granville St., Vancouver, British Columbia, V6C 1S4, Canada.
These interim consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern. Several adverse conditions may cast significant doubt on the validity of this assumption. The Company incurred an operating loss of $2,742,514 during the six months ended June 30, 2021 (June 30, 2020 - $796,084). The Company is currently unable to self-finance operations, has limited resources, has no source of operating cash flow, and has no assurances that sufficient funding will be available to conduct further exploration and development of its exploration and evaluation assets and to maintain operations.
The Company has relied principally upon the issuance of securities for financing. Future capital requirements will depend on many factors, including the Company's ability to execute its business plan. The Company intends to continue relying upon the issuance of securities to finance its future activities, but there can be no assurance that such financing will be available on a timely basis under terms acceptable to the Company.
These interim consolidated financial statements do not include any adjustments to the carrying amounts and classification of assets and liabilities that may result from the inability to secure future financing, and therefore be unable to continue as a going concern. Such a situation would have a material adverse effect on the Company’s business, financial performance and financial condition. Such adjustments could be material.
Since December 31, 2019, the outbreak of the novel strain of coronavirus, specifically identified as “COVID-19”, has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and physical distancing, have caused material disruption to business globally resulting in an economic slowdown. Global equity markets have experienced significant volatility and weakness. The duration and impact of the COVID-19 outbreak is unknown at this time, as is the efficacy of the government and central bank interventions. It is not possible to reliably estimate the length and severity of these development and the impact on the financial results and condition of the Company in future periods.
2. BASIS OF PRESENTATION
a) Basis of presentation
These interim consolidated financial statements have been prepared using accounting policies consistent with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and in accordance with International Accounting Standard (“IAS”) 34, Interim Financial Reporting. Accordingly, they do not include all the information required for full annual financial statements and should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2020
They have been prepared on a historical cost basis, except for financial instruments classified as financial instruments at fair value through profit and loss, or fair value through other comprehensive loss which are stated at their fair value. In addition, these interim consolidated financial statements have been prepared using the accrual basis of accounting except for cash flow information.
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WORLD COPPER LTD. (formerly Wealth Copper Ltd.) Notes to the Interim Consolidated Financial Statements June 30, 2021 (Unaudited - Expressed in Canadian Dollars)
2. BASIS OF PRESENTATION (Continued)
a) Basis of presentation (Continued)
The policies applied in these interim consolidated financial statements are based on IFRS issued and effective as of June 30, 2021. The Board of Directors approved these interim consolidated financial statements for issue on August 26, 2021.
b) Functional and presentation currency
These interim consolidated financial statements are presented in Canadian dollars, which is the functional currency of the Company and its subsidiaries.
c) Principles of consolidation
These interim consolidated financial statements include the financial statements of the Company and the entities controlled by the Company. Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The financial statements of subsidiaries are included in the interim consolidated financial statements from the date that control commences until the date that control ceases. All significant intercompany transactions and balances have been eliminated.
The interim consolidated financial statements include the accounts of the Company and its subsidiaries listed in the following table:
| following table: | ||||
|---|---|---|---|---|
| Country of | Principal | Effective | Effective | |
| Incorporation | Activity | interest at | interest at | |
| June 30, | December 31, | |||
| 2021 | 2020 | |||
| SASC Metallurgy Corp. (“SASC”) | Canada | Mineral exploration | 100% | 100% |
| Escalones Copper Corp. (“Escalones”) | Canada | Mineral exploration | 100% | 100% |
| TriMetals Mining Chile SCM (“TriMetals”) | Chile | Mineral exploration | 100% | 100% |
| Wealth Copper Chile S.p.A | Chile | Mineral exploration | 100% | 100% |
The interim consolidated financial statements include the accounts of SASC, Escalones, and TriMetals from the acquisition date on September 25, 2019, and Wealth Copper Chile from the acquisition date on July 23, 2019.
d) Critical estimates, judgments and assumptions
The preparation of the Company’s interim consolidated financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting year. Estimates and assumptions are continually 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. Actual results could differ from these estimates.
The areas which require management to make significant judgments, estimates and assumptions in determining carrying values include, but are not limited to:
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WORLD COPPER LTD. (formerly Wealth Copper Ltd.) Notes to the Interim Consolidated Financial Statements June 30, 2021 (Unaudited - Expressed in Canadian Dollars)
2. BASIS OF PRESENTATION (Continued)
- d) Critical estimates, judgments and assumptions (Continued)
Critical accounting estimates
Critical accounting estimates are estimates made by management that may result in a material adjustment to the carrying amount of assets and liabilities within the next financial year and include, but are not limited to, the following:
Acquisition of Allante Resources Ltd. (“Allante”)
The transaction constituted a reverse takeover (“RTO”) under the policies of the TSX Venture Exchange (the “Exchange”). Although Allante will be regarded as the parent and continuing company, the Company will be the acquirer for accounting purposes. Consequently, the Company is deemed to be a continuation of the reporting entity, and to have control of the assets and operations of Allante which is deemed to have been acquired in consideration for the issuance of the Company’s shares to the former shareholders of Allante. At the time of this transaction, Allante did not constitute a business as defined under IFRS 3 Business Combination; therefore, the transaction is accounted for under IFRS 2 Share-Based Payment, where the difference between the consideration given to acquire Allante and the net asset value of the Company is recorded as a listing expense.
Significant Judgments
The preparation of these interim consolidated financial statements requires management to use judgment in applying its accounting policies and estimates and assumptions about the future. Estimates and judgments are continuously evaluated and are based on management’s experience and other factors, including expectations about future events that are believed to be reasonable under the circumstances. The following discusses the most significant accounting judgments and estimates that the Company has made in the preparation of the interim consolidated financial statements.
Going concern
The assumption that the Company will be able to continue as a going concern is subject to critical judgments of management with respect to assumptions surrounding the short- and long-term operating budget, expected profitability, investing and financing activities, and management’s strategic planning. Should those judgments prove to be inaccurate, management’s continued use of the going concern assumption could be inappropriate.
Exploration and evaluation assets impairment
At the end of each reporting period, the Company assesses each of its exploration and evaluation assets or cashgenerating units (“CGUs”) to determine whether any indication of impairment exists. The Company has used geographical proximity, geological similarities, analysis of shared infrastructure, commodity type, assessment of exposure to market risks and materiality to define its CGUs.
Judgment is required in determining whether indicators of impairment exist, including factors such as: the period for which the Company has the right to explore, expected renewals of exploration rights, whether substantive expenditures on further exploration and evaluation of resource properties are budgeted or planned, and results of exploration and evaluation activities on the exploration and evaluation assets. If such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment, if any.
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WORLD COPPER LTD. (formerly Wealth Copper Ltd.) Notes to the Interim Consolidated Financial Statements June 30, 2021 (Unaudited - Expressed in Canadian Dollars)
2. BASIS OF PRESENTATION (Continued)
d) Critical estimates, judgments and assumptions (Continued)
Functional currency determination
The functional and presentation currency of the Company is the Canadian dollar. The functional currency of the Company’s subsidiaries is the Canadian dollar, based on management’s assessment of whether a specific subsidiary is a standalone operation or integrated with the operations of the parent company. Should management’s judgment about the nature of a subsidiary differ from its actual nature, a material difference in the cumulative translation adjustment and/or foreign exchange gain could result.
3. SIGNIFICANT ACCOUNTING POLICIES
a) Exploration and evaluation assets
All of the Company’s projects are currently in the exploration and evaluation phase. Pre-exploration costs are expensed in the period in which they are incurred. Acquisition costs include cash consideration and the fair value of common shares and are capitalized as exploration and evaluation assets, and exploration and evaluation expenditures are expensed as incurred. These direct expenditures include such costs as materials used, geological and geophysical evaluation, surveying costs, drilling costs, payments made to contractors, and depreciation on plant and equipment during the exploration phase. Costs not directly attributable to exploration and evaluation activities, including general administrative overhead costs, are expensed in the period in which they occur.
When a project is deemed to no longer have commercially viable prospects for the Company, exploration and evaluation assets in respect of that project are deemed to be impaired. As a result, those exploration and evaluation asset costs, in excess of estimated recoveries, are written off to profit or loss.
Once the technical feasibility and commercial viability of extracting the mineral resource has been determined, the property or CGU is tested for impairment, and then is considered to be a mine under development and the capitalized costs associated with that mine are reclassified from exploration and evaluation assets to property, plant and equipment as mines under construction.
As the Company currently has no operational income, any incidental revenues earned in connection with exploration activities are applied as a reduction to capitalized exploration costs.
b) Cash and cash equivalents
Cash and cash equivalents include highly liquid investments with original maturities of three months or less from the date of purchase, that are readily convertible to known amounts of cash, and which are subject to an insignificant risk of change in value.
c) Impairment of non-current assets
Non-current assets are evaluated at each reporting date by management for indicators that carrying value is impaired and may not be recoverable. When indicators of impairment are present, the recoverable amount of an asset is evaluated at the level of a cash-generating unit (“CGU”), the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets, where the recoverable amount of a CGU is the greater of the CGU’s fair value less costs to sell and its value in use. An impairment loss is recognized in profit or loss to the extent the carrying amount exceeds the recoverable amount.
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WORLD COPPER LTD. (formerly Wealth Copper Ltd.) Notes to the Interim Consolidated Financial Statements June 30, 2021 (Unaudited - Expressed in Canadian Dollars)
3. SIGNIFICANT ACCOUNTING POLICIES (Continued)
c) Impairment of non-current assets (Continued)
In calculating recoverable amount, if applicable, the Company uses discounted cash flow techniques to determine fair value when it is not possible to determine fair value either by quotes from an active market or a binding sales agreement.
Discounted cash flow techniques often require management to make estimates and assumptions, which if incorrect, could result in a material difference in the consolidated financial statements.
An impairment loss is reversed if there is an indication that 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 had been recognized.
d) Foreign currency translation
The functional currency of the Company and its subsidiaries is measured using the currency of the primary economic environment in which that entity operates.
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the year-end exchange rate. Non-monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Exchange differences arising on the translation of monetary items or on settlement of monetary items are recognized in profit or loss.
Exchange differences arising on the translation of non-monetary items are recognized in other comprehensive income (loss) to the extent that gains and losses arising on those non-monetary items are also recognized in other comprehensive income (loss).
e) Share-based compensation
The Company grants stock options to acquire common shares of the Company to directors, officers, employees and consultants. An individual is classified as an employee when the individual is an employee for legal or tax purposes, or provides services similar to those performed by an employee.
The fair value of stock options granted to employees is measured on the date of grant, using the Black-Scholes option pricing model, and is recognized over the vesting period. Consideration paid for the shares on the exercise of stock options is credited to capital stock.
In situations where equity instruments are issued to non-employees and some or all of the goods or services received by the entity as consideration cannot be specifically identified, they are measured at fair value of the equity instruments issued. Otherwise, share-based payments are measured at the fair value of goods or services received.
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WORLD COPPER LTD. (formerly Wealth Copper Ltd.) Notes to the Interim Consolidated Financial Statements June 30, 2021 (Unaudited - Expressed in Canadian Dollars)
3. SIGNIFICANT ACCOUNTING POLICIES (Continued)
f) Earnings or loss per share
Basic earnings or loss per share is calculated on the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share is computed similar to basic earnings per share, except that the weighted average number of shares outstanding is increased to include additional shares from the assumed exercise of stock options and warrants, if dilutive. The number of additional shares is calculated by assuming that outstanding stock options and warrants were exercised and the proceeds from such exercises were used to acquire shares of common stock at the average market price during the reporting period. In the Company’s case when it incurs a net loss for the period, diluted loss per share presented is the same as basic loss per share, as the effect of outstanding options and warrants in the diluted loss per common share calculation would be anti-dilutive.
g) Capital stock
The proceeds from the issuance of common shares and exercise of stock options and warrants are recorded as share capital. The Company’s shares are classified as equity instruments. Share issue costs on the issue of the Company’s shares are charged directly to share capital.
Valuation of warrants
The Company has adopted the residual value method with respect to the measurement of shares and warrants issued as part of units or debt agreements. The residual value method first allocates value to common shares issued in the private placements at their fair value, as determined by the last trading price on the closing date. The balance, if any, is allocated to the warrants. Any fair value attributed to the warrants is recorded in shareholders’ equity. For warrants issued as part of debt agreements, the residual method first allocates value to the debt component at its fair value, as determined using a discounted cash flow analysis. The balance, if any, is allocated to the warrants.
h) Income taxes
Income tax expense is comprised of current and deferred tax. Current tax and deferred tax are recognized in income (loss), except to the extent that it relates to items recognized directly in equity or in other comprehensive income (loss). Deferred tax assets and liabilities are recognized where the carrying amount of an asset or liability differs from its tax base, except for taxable temporary differences arising on the initial recognition of goodwill and temporary differences arising on the initial recognition of an asset or liability in a transaction that is not a business combination and at the time of the transaction affects neither accounting nor taxable profit or loss.
Recognition of deferred tax assets for unused tax losses, tax credits and deductible temporary differences is restricted to those instances where it is probable that future taxable profit will be available against which the deferred tax asset can be utilized. At the end of each reporting period the Company reassesses unrecognized deferred tax assets. The Company recognizes a previously unrecognized deferred tax asset to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.
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WORLD COPPER LTD. (formerly Wealth Copper Ltd.) Notes to the Interim Consolidated Financial Statements June 30, 2021 (Unaudited - Expressed in Canadian Dollars)
3. SIGNIFICANT ACCOUNTING POLICIES (Continued)
- i) Financial instruments
Financial Assets
The Company recognizes a financial asset when it becomes a party to the contractual provisions of the instrument. The Company classifies financial assets at initial recognition as financial assets: measured at amortized cost, measured at fair value through other comprehensive income or measured at fair value through profit or loss.
The Company’s business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both. Assessment and decision on the business model approach used is an accounting judgement.
Financial assets measured at amortized costs
A financial asset that meets both of the following conditions is classified as a financial asset measured at amortized cost:
-
The Company’s business model for such financial assets is to hold the assets in order to collect contractual cash flows.
-
The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the amount outstanding.
A financial asset measured at amortized cost is initially recognized at fair value plus transaction costs directly attributable to the asset. After initial recognition, the carrying amount of the financial asset measured at amortized cost is determined using the effective interest method, net of impairment loss, if necessary.
Financial assets measured at fair value through other comprehensive income (“FVTOCI”)
A financial asset measured at FVTOCI is recognized initially at fair value plus transaction costs. For financial assets that are not held for trading, the Company can make an irrevocable election at initial recognition to classify the instruments at FVTOCI, with all subsequent changes in fair value being recognized in other comprehensive income. This election is available for each separate investment. Fair value changes are recognized in OCI while dividends are recognized in profit or loss. The Company does not have any financial assets designated as FVTOCI.
Financial assets measured at fair value through profit or loss (“FVTPL”)
A financial asset measured at FVTPL is recognized initially at fair value with any associated transaction costs being recognized in profit or loss when incurred. Subsequently, the financial asset is re-measured at fair value, and a gain or loss is recognized in profit or loss in the reporting period in which it arises.
Impairment
In relation to the impairment of financial assets, IFRS 9 requires an expected credit loss model. The expected credit loss model requires the Company to account for expected credit losses (“ECL”) and changes in those ECL at each reporting date to reflect changes in credit risk since initial recognition of the financial assets.
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WORLD COPPER LTD. (formerly Wealth Copper Ltd.) Notes to the Interim Consolidated Financial Statements June 30, 2021 (Unaudited - Expressed in Canadian Dollars)
3. SIGNIFICANT ACCOUNTING POLICIES (Continued)
- i) Financial instruments (Continued)
Financial Liabilities
Financial liabilities are recognized when the Company becomes a party to the contractual provisions of the financial instrument. A financial liability is derecognized when it is extinguished, discharged, cancelled or when it expires. Financial liabilities are classified as either financial liabilities at fair value through profit or loss or financial liabilities subsequently measured at amortized cost. All interest-related charges are reported in profit or loss within interest expense, if applicable.
As at June 30, 2021, the Company’s financial instruments are comprised of cash, receivables, accounts payable and accrued liabilities, amounts due to Gold Springs Resources Corp. and Wealth Minerals, and loans payable.
The Company classifies and discloses fair value measurements based on a three-level hierarchy:
-
Level 1 – inputs are unadjusted quoted prices in active markets for identical assets or liabilities;
-
Level 2 – inputs other than quoted prices in Level 1 that are observable for the asset or liability, either directly or indirectly; and
-
Level 3 – inputs for the asset or liability are not based on observable market data.
j) New standards and interpretations adopted
The Company adopted the following standards and amendments issued by the IASB as described below.
IFRS 17 Insurance Contracts
IFRS 17 is a new standard that requires insurance liabilities to be measured at a current fulfillment value and provides a more uniform measurement and presentation approach for all insurance contracts. These requirements are designed to achieve the goal of a consistent, principle-based accounting for insurance contracts. IFRS 17 supersedes IFRS 4, Insurance Contracts , and related interpretations.
Effective for the Company’s annual period beginning January 1, 2021. The Company has assessed that there was no impact of IFRS 17 on its interim consolidated financial statements.
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WORLD COPPER LTD. (formerly Wealth Copper Ltd.) Notes to the Interim Consolidated Financial Statements June 30, 2021 (Unaudited - Expressed in Canadian Dollars)
4. ACQUISITION OF ALLANTE RESOURCES LTD
During the year ended December 31, 2019, the Company entered into a letter agreement with Allante Resources Ltd. (“Allante”) dated June 7, 2019, whereby Allante will acquire all of the issued and outstanding World Copper common shares and continue the business of World Copper in exchange for the issuance of common shares in the capital of Allante on a one for one basis. The transaction will constitute Allante’s qualifying transaction as a Capital Pool Company, as defined by the TSX-V. During the year ended December 31, 2020, the Company entered into a share exchange agreement (“the agreement”), subsequently amended, with Allante for the same terms as the letter agreement dated June 7, 2019. Pursuant to the agreement, the Company agreed to settle debt in the aggregate amount of up to $320,000 to a company controlled by Joe DeVries, President of Allante by issuing up to 2,666,666 common shares immediately after closing which occurred on January 15, 2021.
As described in Note 1, on January 12, 2021, World Copper (“the Company”) completed the qualifying transaction with Allante Resources Ltd. (“Allante”). As consideration for the acquisition, the Company issued a total of 4,000,599 common shares to the shareholders of Allante.
The transaction constituted a reverse takeover (“RTO”) under the policies of the TSX Venture Exchange (the “Exchange”). Although Allante will be regarded as the parent and continuing company, the Company will be the acquirer for accounting purposes. Consequently, the Company is deemed to be a continuation of the reporting entity, and to have control of the assets and operations of Allante which is deemed to have been acquired in consideration for the issuance of the Company’s shares to the former shareholders of Allante. At the time of this transaction, Allante did not constitute a business as defined under IFRS 3 Business Combination; therefore, the transaction is accounted for under IFRS 2 Share-Based Payment, where the difference between the consideration given to acquire Allante and the net asset value of the Company is recorded as a listing expense.
The following are the assumptions and adjustments relating to the acquisition of Allante:
| Total Purchase Consideration 4,000,599 shares at $0.12 per share private placement |
$ 480,072 |
|---|---|
| Allocation of Purchase Consideration Assets Current Cash Input tax credits Total assets Liabilities Current Accounts payable and accrued liabilities Loan payable Total liabilities Net liabilities acquired Listing fee Total |
$ 382 1,205 |
| 1,587 | |
| 456,571 12,500 |
|
| 469,071 | |
| (467,484) 947,556 |
|
| $ 480,072 |
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WORLD COPPER LTD. (formerly Wealth Copper Ltd.) Notes to the Interim Consolidated Financial Statements June 30, 2021 (Unaudited - Expressed in Canadian Dollars)
5. ACQUISITION OF TMI GROUP
On September 25, 2019, the Company acquired 100% of the common shares of the SASC Metallurgy Corp., Escalones Copper Corp. and TriMetals Mining Chile SCM, (collectively the “TMI Group”) which included a 100% interest in the Escalones property from Gold Springs Resource Corp. (formerly TriMetals Mining Inc.) (“Gold Springs”) (Canada).
| The following table summarizes the obligations outstanding as at June 30, 2021: | The following table summarizes the obligations outstanding as at June 30, 2021: |
|---|---|
| Obligations: | June 30, 2021 December 31, 2020 |
| Payment due upon closing of concurrent financing Reimbursement owed for annual concession fee Current Obligations Payment due upon first anniversary of closing of concurrent financing (January 15, 2022) Total Obligations |
$ - $ 350,000 - 71,658 |
| $ - $ 421,658 |
|
| $ 500,000 $ 500,000 |
|
| $ 500,000 $ 921,658 |
Further, pursuant to a letter agreement (the “Side Letter”) entered into among the Company and the TMI Group, the parties to the Side Letter agreed to restrict the extent of their ability to transfer or sell 25,000,000 shares held by each of them in the capital of World Copper (or the Resulting Issuer) until the earlier of (i) the fifth anniversary of the closing date of the Escalones Acquisition or (ii) the first date after such closing date on which either the Company or the TMI Group, directly or indirectly, cease to beneficially own more than 5% of the issued and outstanding common shares in the capital of World Copper (or the Resulting Issuer).
6. EXPLORATION AND EVALUATION ASSETS
| Escalones Property, Chile Cristal Property, Chile Total |
|
|---|---|
| Acquisition costs capitalized Balance, December 31, 2019 Additions Balance, December 31, 2020 Additions |
$ 3,967,972 $ 85,047 $ 4,053,019 261,801 131,900 393,701 |
| $ 4,229,773 $ 216,947 $ 4,446,720 2,014,626 - 2,014,626 |
|
| Balance, June 30, 2021 | $ 6,244,399 $ 216,947 $ 6,461,346 |
| Exploration and evaluation expenses Consulting Geological Maps & Data Roads & Trenches |
$ 64,728 $ - $ 64,728 34,658 - 34,658 10,570 - 10,570 3,836 - 3,836 |
| Period ended June 30, 2020 | $ 113,792 $ - $ 113,792 |
| Assays Consulting Environmental Field and camp supplies Geochemical Geological Maps & Data Property taxes Roads & Trenches Transportation |
$ 48,844 $ - $ 48,844 100,986 - 100,986 47,359 - 47,359 108,843 - 108,843 36,691 - 36,691 34,940 - 34,940 1,325 - 1,325 70,545 - 70,545 29,484 - 29,484 43,530 - 43,530 |
| Period ended June 30, 2021 | $ 522,547 $ - $ 522,547 |
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WORLD COPPER LTD. (formerly Wealth Copper Ltd.) Notes to the Interim Consolidated Financial Statements June 30, 2021 (Unaudited - Expressed in Canadian Dollars)
6. EXPLORATION AND EVALUATION ASSETS (Continued)
Escalones Property, Chile
During the year ended December 31, 2019, the Company became party to an option agreement for the Escalones property (Note 5). During the year ended December 31, 2019, prior to the acquisition of TMI Group (Note 5), the Company had issued 500,000 common shares (Note 7) and made payments in the amount of USD$200,000 to the underlying property owner. The remaining payments required to earn a 100% interest in the Escalones property amended on May 24, 2021 are as follows:
-
i) paying USD$60,000 on or before June 30, 2020 (paid);
-
ii) paying USD$140,000 on or before December 31, 2020 (paid);
-
iii) paying USD$150,000 on or before May 24, 2021 amendment date (paid):
-
iv) paying USD$150,000 on or before September 30, 2021;
-
v) paying USD$500,000 on or before June 30, 2022;
-
vi) paying USD$500,000 on or before June 30, 2023;
-
vii) paying USD$3,000,000 on or before June 30, 2024.
The Company has granted a 2% net smelter returns royalty (“NSR”) to the underlying Escalones Property owner.
Cristal Property, Chile
During the year ended December 31, 2019, the Company entered into an assignment and assumption agreement (the “Assignment Agreement”) with New Energy Metals Corp. (“Vendor”) whereby the Company obtained the right, title, benefit, and interest in and to an option agreement in respect of the Cristal property. As consideration for the assignment, Wealth issued 50,000 Wealth common shares with a fair value of $18,500. To date, the Company has made cash payments of USD$150,000 towards the option.
The Company is required to make the remaining payments outlined below to exercise the option in full:
-
i) paying USD $50,000 upon the earlier of the commencement of drilling and December 31, 2019 (paid).
-
ii) paying USD $150,000 on or before five days after the first anniversary of closing the Allante transaction (January 15, 2022) (USD$100,000 paid).
-
iii) paying USD $500,000 on or before second anniversary of closing (January 15, 2023).
-
iv) paying USD $700,000 on or before third anniversary of closing (January 15, 2024).
-
v) paying USD $3,000,000 on or before fourth anniversary of closing (January 15, 2025).
The underlying Cristal Property owner retains a 3% NSR royalty, of which 2% can be repurchased by paying US$2,000,000 for each percentage point of the NSR royalty bought back (aggregate USD $4,000,000 for 2% NSR royalty). In addition, there is also an existing 1% NSR royalty in favour of Condor Resources Inc. that can be repurchased in its entirety upon a payment of USD $1,000,000.
The Assignment Agreement provides that if World Copper exercises the Cristal Option, then the Company and the Vendor will be deemed to have formed a joint venture (the “Joint Venture”) for the continued exploration of the Cristal Project, with the initial participating interests of the Joint Venture participants being Wealth Copper Chile – 70% and the Vendor – 30%. Assuming the formation of the Joint Venture, a 2% NSR royalty will be granted to a participant in the Joint Venture if its participating interest therein falls to 10% or less (the “JV Royalty”), provided that one-half (1%) of the JV Royalty can be purchased by the other party for USD$1,000,000.
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WORLD COPPER LTD. (formerly Wealth Copper Ltd.) Notes to the Interim Consolidated Financial Statements June 30, 2021 (Unaudited - Expressed in Canadian Dollars)
7. CAPITAL STOCK
Authorized share capital
Unlimited number of common shares without par value.
Issued share capital
During the six month period ended June 30, 2021, the Company.
-
i) issued 27,031,466 units at $0.12 per unit for gross proceeds of $3,243,776. Each unit consisted of a common share and warrant exercisable into a common share at a price of $0.20 until July 27, 2025. In connection with the issuance, the Company paid aggregate finder's fees consisting of $237,742 in cash and issued 1,981,182 non-transferrable finder's warrants valued at $124,562. In addition, filing fees of $7,764 was paid in cash. Each Finder's Warrant entitles the holder thereof to purchase one Common Share at a price of $0.20 for a period of 24 months from the date of issuance.
-
ii) in connection with the Going-Public Transaction (Note 13), the Company completed the minimum financing (see (i) above) and issued 2,666,666 common shares to the former President and CEO of Allante in full and final satisfaction of the Allante indebtedness of $320,000 and issued 14,675,595 common shares valued at $1,761,071 to Gold Springs to maintain its 30% pro-rata interest rights per the share exchange agreement. The Company also issued a special warrant whereby Gold Springs will be entitled to receive up to an additional 24,446,702 common shares upon the deemed exercise of the special warrant. The special warrants will be deemed to be exercised on a proportionate basis at the time the Company’s warrants are exercised.
-
iii) in connection with the acquisition of Allante (Note 4), the Company issued 4,000,599 common shares at $0.12 per share for a total value of $480,072 to the Allante shareholders.
During the year ended December 31, 2020, the Company.
-
iv) issued 1,858,655 units at $0.10 per unit for gross proceeds of $185,865. Each unit consisted of a common share and warrant exercisable into a common share at a price of $0.20 for 5 years. The Company paid $11,073 in finder’s fees.
-
v) issued 21,879,000 units at $0.10 per unit for gross proceeds of $2,187,900. Each unit consisted of a common share and warrant exercisable into a common share at a price of $0.20 for 5 years. The Company paid finder’s fees by issuing 1,092,000 finder’s warrants with a 2-year term exercisable at $0.10 valued at $68,468 and cash in the amount of $124,880. The Company also paid other cash share issue costs in the amount of $17,104.
-
vi) issued 1,500,000 units at $0.10 per unit to settle a loan payable of $150,000. Each unit consisted of a common share and warrant exercisable into a common share at a price of $0.20 for 5 years. Share issue costs of $1,000 was paid on the issuance of shares.
Warrants
Warrant transactions are summarized as follows:
| Warrant transactions are summarized as follows: | |
|---|---|
| Number of Warrants Weighted average exercise price |
|
| Outstanding, December 31, 2019 Issued Outstanding, December 31, 2020 Issued |
- $ - 28,029,655 0.19 |
| 28,029,655 0.19 29,012,648 0.20 |
|
| Outstanding, June 30,2021 | 57,042,303 $ 0.20 |
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WORLD COPPER LTD. (formerly Wealth Copper Ltd.) Notes to the Interim Consolidated Financial Statements June 30, 2021 (Unaudited - Expressed in Canadian Dollars)
7. CAPITAL STOCK (Continued)
| he following warrants were outstanding at June 30, 2021 and December 31, 2020: | he following warrants were outstanding at June 30, 2021 and December 31, 2020: |
|---|---|
| Expiry Date Exercise Price |
Number of Warrants June 30, 2021 December 31, 2020 |
| June 26, 2022 $0.10 July 27, 2022(1) $0.10 July 27, 2025 $0.20 September 15, 2025 $0.20 October 15, 2025 $0.20 July 27, 2025 $0.20 January15,2023(1) $0.20 |
1,700,000 1,700,000 1,092,000 1,092,000 21,879,000 21,879,000 1,500,000 1,500,000 1,858,655 1,858,655 27,031,466 - 1,981,182 - |
| 57,042,303 28,029,655 |
(1) Finder’s warrants
The finder’s warrants issued during the period ended June 30, 2021 and December 31, 2020 were valued using the Black Scholes option pricing model with the following weighted average assumptions:
| Period ended | Year ended | |
|---|---|---|
| June 30, 2021 | December 31, 2020 | |
| Risk-free interest rate average | 0.15% | 1.00% |
| Expected life of options | 2.00 years | 2.00 years |
| Expected annualized volatility | 125.00% | 176.78% |
| Expected dividend rate | 0.00% | 0.00% |
8. RELATED PARTY TRANSACTIONS AND KEY MANAGEMENT COMPENSATION
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. Key management personnel include the Company’s executive officers and directors. The transactions with related parties were in the normal course of operations and were measured at the fair value.
Key management personnel compensation during the six month period ended June 30, 2021 and 2020 was as follows:
| June 30, | June 30, | |||
|---|---|---|---|---|
| 2021 | 2020 | |||
| Management fees, included in consulting fees | $ | 126,774 | $ | 202,381 |
| Wages and benefits | 52,790 | - | ||
| The amounts due to therelated parties are asfollows: |
| June 30, | December 31, | December 31, | ||
|---|---|---|---|---|
| 2021 | 2020 | |||
| Included in accounts payable and accrued liabilities: | ||||
| Due to a director and former CEO | $ | 6,073 | $ | 37,054 |
| Due to the former CFO | - | 41,975 | ||
| Due to the President and former CEO | 153,374 | 182,421 | ||
| Due to the corporate secretary | 2,690 | 33,755 | ||
| Due to the current CEO | 67,180 | - | ||
| Due to Wealth Minerals | 55,909 | 277,551 | ||
| $ | 285,226 | $ | 572,756 |
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WORLD COPPER LTD. (formerly Wealth Copper Ltd.) Notes to the Interim Consolidated Financial Statements June 30, 2021 (Unaudited - Expressed in Canadian Dollars)
8. RELATED PARTY TRANSACTIONS AND KEY MANAGEMENT COMPENSATION (Continued)
The amounts owing above and due to Wealth Minerals are unsecured, non-interest bearing and have no fixed term for repayment.
During the six month period ended June 30, 2021, the Company assumed a loan from a director and former CEO on the transaction with Allante (Note 4). The loan is unsecured, non-interest bearing and have no fixed term for repayment.
During the year ended December 31, 2020, the Company entered into a loan agreement with a director and former CEO whereby the Company received a loan of $170,000 repayable by December 26, 2021 with interest of 8% per annum compounded annually. The Company repaid the loan on July 29, 2020. The Company also issued 1,700,000 bonus warrants exercisable into common shares at a price of $0.10 until June 26, 2022. For accounting purposes, the loan noted above is a compound instrument and was allocated into corresponding debt and equity components at the date of issue. The Company bifurcated the notes into their components using a discounted cash flow model with a discount rate of 20% to estimate the fair value of the liability component of $145,254 with the remaining balance of $24,746 representing the equity component. The loan was fully accreted to its principal value upon repayment during the year ended December 31, 2020.
9. CAPITAL MANAGEMENT
The Company manages its capital structure to maximize its financial flexibility making adjustments to it in response to changes in economic conditions and the risk characteristics of the underlying assets and business opportunities. The Company does not presently utilize any quantitative measures to monitor its capital and is not subject to externally imposed capital requirements.
The Company currently has no source of revenues; as such, the Company is dependent upon external financings or the sale of assets (or an interest therein) to fund activities. In order to carry future projects and pay for administrative costs, the Company will spend its existing working capital and raise additional funds as needed. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. There have been no changes to the Company’s capital management approach during the period ended June 30, 2021.
10. FINANCIAL INSTRUMENTS
The Company’s risk exposures and the impact on the Company’s financial instruments are summarized below:
The carrying value of the Company’s accounts payable and accrued liabilities, loans payable and amounts due to Wealth Minerals and Gold Springs Resource Corp. approximate their fair value because of the short-term nature of these instruments. Cash is carried at a fair value using a level 1 fair value measurement.
Credit risk
Credit risk is the risk of loss associated with counterparty’s inability to fulfil its payment obligations. The Company’s management believes it has no significant credit risk.
The financial instruments that potentially subject the Company to a significant concentration of credit risk consist of cash. The Company mitigates its exposure to credit loss associated with cash by placing its cash in a major financial institution. As at June 30, 2021, the Company had cash of $548,175 (December 31, 2020 - $330,655).
Liquidity risk
The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. At June 30, 2021, the Company had a cash balance of $548,175 (December 31, 2020 - $330,655) to settle current liabilities of $1,180,112 (December 31, 2020 - $1,243,030). All of the Company’s accounts payable and accrued liabilities have contractual maturities of 30 days or due on demand and are subject to normal trade terms. The Company expects to fund these liabilities through the use of existing cash resources and will need to obtain additional equity financing.
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WORLD COPPER LTD. (formerly Wealth Copper Ltd.) Notes to the Interim Consolidated Financial Statements June 30, 2021 (Unaudited - Expressed in Canadian Dollars)
10. FINANCIAL INSTRUMENTS (Continued)
Market risk
Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and equity prices. The Company is not exposed to any significant market risk at June 30, 2021.
Foreign currency risk
Foreign currency risk is the risk that the fair value of the Company’s assets and liabilities will fluctuate due to changes in foreign exchange rates.
The Company is exposed to foreign currency risk to the extent that monetary assets and liabilities held by the Company are not denominated in its functional currency. The Company does not manage currency risk through hedging or other currency management tools.
Fair value
The fair value of the Company’s financial assets and liabilities approximates the carrying amount due to their shortterm maturity of the instruments.
Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:
-
Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;
-
Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and
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Level 3 – Inputs that are not based on observable market data.
11. SEGMENTED INFORMATION
The Company has one operating segment, being the mineral resource industry with assets in Chile.
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