The following unaudited interim financial
statements of Blox, Inc. are included in this quarterly report on Form 10-Q.
Notes to Condensed
Interim Consolidated Financial Statements
Three Months
Ended June 30, 2019 and 2018
(Unaudited –
Expressed in U.S. Dollars)
|
1.
|
Description of Business
|
Blox, Inc. (the “Company”)
was incorporated on July 21, 2005 under the laws of the state of Nevada. The address of the Company is #1177 Avenue of Americas
5th Floor, New York, NY 10036.
The Company is primarily engaged
in developing mineral exploration projects in Guinea, West Africa.
|
(a)
|
Statement of Compliance
|
These condensed interim consolidated
financial statements are presented in accordance with generally accepted accounting principles in the United States (“US GAAP”)
and the rules and regulations of the Securities and Exchange Commission (“SEC”) and are expressed in U.S. dollars. The
Company’s fiscal year-end is March 31.
|
(b)
|
Basis of Presentation
|
The condensed interim consolidated
financial statements of the Company comprise the Company and its subsidiaries. These condensed interim consolidated financial statements
are prepared on the historical cost basis. These condensed interim consolidated interim financial statements have also been prepared
using the accrual basis of accounting, except for cash flow information. In the opinion of management, all adjustments (including
normal recurring ones), considered necessary for the fair statement of results have been included in these financial statements.
All intercompany balances and transactions have been eliminated upon consolidation. The interim results are not necessarily indicative
of results for the full year ending March 31, 2020, or future operating periods. For further information, see the Company’s
annual consolidated financial statements for the year ended March 31, 2019, including the accounting policies and notes thereto.
|
(c)
|
Reporting and Functional Currencies
|
The functional currency of an
entity is the currency of the primary economic environment in which the entity operates. The functional currency of the Company
is the Canadian dollar (“CAD”). The Company’s reporting currency is the US dollar.
Transactions:
Monetary assets and liabilities
denominated in foreign currencies are translated into functional currencies of the Company and its subsidiaries using period end
foreign currency exchange rates and expenses are translated using the exchange rate approximating those in effect on the date of
the transactions during the reporting periods in which the expenses were transacted. Non-monetary assets and liabilities are translated
at their historical foreign currency exchange rates. Gains and losses resulting from foreign exchange transactions are included
in the determination of net income or loss for the period.
Translations:
Foreign currency financial statements
are translated into the Company’s reporting currency, the US dollar as follows:
|
(i)
|
All of the assets and liabilities are translated at the rate of exchange in effect on the balance
sheet date;
|
|
(ii)
|
Expenses are translated at the exchange rate approximating those in effect on the date of the transactions;
and
|
|
(iii)
|
Exchange gains and losses arising from translation are included in other comprehensive income.
|
Blox,
Inc.
Notes to Condensed
Interim Consolidated Financial Statements
Three Months
Ended June 30, 2019 and 2018
(Unaudited –
Expressed in U.S. Dollars)
|
2.
|
Basis of Presentation
(continued)
|
|
(d)
|
Significant Accounting Judgments and Estimates
|
The preparation of these consolidated
financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities
at the date of the financial statements and reported amounts of expenses during the period. Actual outcomes could differ from these
estimates. Revisions to accounting estimates are recognized in the period in which the estimate is revised and may affect both
the period of revision and future periods.
In applying the Company’s accounting
policies, management has made certain judgments that may have a significant effect on the consolidated financial statements. Such
judgments include the determination of the functional currencies and use of the going concern assumption.
|
(i)
|
Determination of Functional Currencies
|
In determining the Company’s
functional currency, it periodically reviews its primary and secondary indicators to assess the primary economic environment in
which the entity operates in determining the Company’s functional currencies. The Company analyzes the currency that mainly influences
labor, material and other costs of providing goods or services which is often the currency in which such costs are denominated
and settled. The Company also analyzes secondary indicators such as the currency in which funds from financing activities such
as equity issuances are generated and the funding dependency of the parent company whose predominant transactional currency is
the Canadian dollar. Determining the Company’s predominant economic environment requires significant judgment.
These condensed interim consolidated
financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets
and discharge its liabilities in the normal course of business. The Company has incurred a net loss of $22,745 for the three months
ended June 30, 2019 and has incurred cumulative losses since inception of $22,492,273 as at June 30, 2019.
These factors raise substantial
doubt about the ability of the Company to continue as going concern. The continuation of the Company as a going concern is dependent
upon the continued financial support from its shareholders, the ability of the Company to obtain necessary debt and/or equity financing
to continue operations. These condensed interim consolidated financial statements do not include any adjustments to the recoverability
and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable
to continue as a going concern. Management of the Company has undertaken steps as part of a plan to sustain operations for the
next fiscal year including plans to raise additional equity financing, controlling costs and reducing operating losses.
|
3.
|
Recent Accounting Pronouncements
|
The Company has implemented
all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements
unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been
issued that might have a material impact on its financial position or results of operations.
Blox,
Inc.
Notes to Condensed
Interim Consolidated Financial Statements
Three Months
Ended June 30, 2019 and 2018
(Unaudited –
Expressed in U.S. Dollars)
|
|
|
|
Fair Value as at
|
|
|
|
Number
|
|
June 30,
2019
|
|
|
March 31,
2019
|
|
FVTPL
|
|
|
|
|
|
|
|
|
Share purchase warrants
|
|
3,333,333
|
|
$
|
53,015
|
|
|
$
|
19,046
|
|
|
|
1,000,000
|
|
|
16,654
|
|
|
|
5,970
|
|
|
|
|
|
|
69,669
|
|
|
|
25,016
|
|
Available-for-sale
|
|
|
|
|
|
|
|
|
|
|
Common shares
|
|
3,333,333
|
|
|
127,350
|
|
|
|
74,830
|
|
|
|
1,000,000
|
|
|
38,205
|
|
|
|
22,449
|
|
|
|
|
|
|
165,555
|
|
|
|
97,279
|
|
Total investment:
|
|
|
|
$
|
235,224
|
|
|
$
|
122,295
|
|
On April 16, 2018, the Company
participated in a private placement offering by its strategic partner, Ashanti Sankofa Inc (TSX.V- ASI), which shares the same
management group and board of directors as the Company. The Company purchased 1,000,000 units at CAD$0.03 per unit for a total
cost of $23,850 (CAD$30,000). Each unit consists of one common share and one transferable share purchase warrant with each warrant
entitling the holder to acquire one additional common share at a price of CAD$0.05 for a period of 24 months from the closing of
the private placement. On the date of issuance, the Company determined the fair value of the common share and warrants to be $13,420
and $10,430, respectively.
As at June 30, 2019, the fair
value of common shares was $165,555 which resulted in an unrealized gain of $68,276 that was recorded in other comprehensive income.
In addition, the fair value of warrants was $69,669, which resulted in a loss of $44,653 that was recorded in net income.
The June 30, 2019 fair value
of the warrants was determined with the Black-Scholes option pricing model using the following assumptions: risk free interest
rate of 1.69%, volatility of 125.3% – 127.7%, annual rate of dividend of 0%, and expected life of 0.75 years.
|
|
Machinery
|
|
|
Total
|
|
Cost
|
|
|
|
|
|
|
Balance at June 30 & March 31, 2019
|
|
$
|
232,620
|
|
|
$
|
232,620
|
|
|
|
|
|
|
|
|
|
|
Accumulated Depreciation
|
|
|
|
|
|
|
|
|
Balance at June 30 & March 31, 2019
|
|
$
|
161,060
|
|
|
$
|
161,060
|
|
|
|
|
|
|
|
|
|
|
Carrying amounts
|
|
|
|
|
|
|
|
|
As at June 30 & March 31, 2019
|
|
$
|
71,560
|
|
|
$
|
71,560
|
|
Machinery in the amount of $71,560
has not been placed into production and is not currently being depreciated.
Blox,
Inc.
Notes to Condensed
Interim Consolidated Financial Statements
Three Months
Ended June 30, 2019 and 2018
(Unaudited –
Expressed in U.S. Dollars)
|
6
.
|
Mineral Property Interest
|
The Company entered into a Deed
of Assignment and Assumption Agreement dated July 24, 2014 (the “Assumption Agreement”) among Joseph Boampong Memorial
Institute Ltd. (“JBMIL”) and Equus Mining Ltd. (“EML”), Burey Gold Guinee sarl (“BGGs”) and Burey
Gold Limited (“BGL”) and, collectively with EML and BGGs, (the “Vendors”), pursuant to which the Company agreed
to assume JBMIL’s right to acquire a 78% beneficial interest in the Mansounia Concession (the “Property”) from the Vendors.
The Company exercised that right and acquired a 78% beneficial interest in the Property.
The Property lies in the southwest
margin of the Siguiri Basin, in the Kouroussa Prefecture, Kankan Region, in Guinea, West Africa and covers a surface area of 145
square kilometres. The Property is located approximately 80 kilometres west, by road, from the country’s third largest city, Kankan.
An exploration permit for the
Property was granted by the Ministère des Mines et de la Géologie on August 20, 2013. As part of its due diligence,
the Company obtained a legal opinion which confirmed that the license was in good standing at the time of acquisition. It is the
Company’s intention to obtain an exploitation permit to allow the Company the right to mine and dispose of minerals for 15 years,
with a possible 5-year extension. The Company has commenced work on the feasibility study required for obtaining this permit.
In consideration for the acquisition
of the interest in the Property, the Company paid in cash $100,000 to BGL and $40,000 to EML and issued BGL and EML an aggregate
of 6,514,350 shares of common stock of the Company (the “First Tranche Shares”), at a deemed price of $0.1765 per share,
for an aggregate deemed value of $1,150,000. The First Tranche Shares were issued to BGL and EML in the proportions of 71.43% and
28.57%, respectively. For accounting purposes, the Company recorded the cash payment of $140,000, and $10,000 for an independent
valuation of the Property. Additionally, $781,722 was capitalized to mineral property interests, being the fair value of the first
tranche of shares. The fair value of the first tranche shares was based on the closing price of the Company’s shares on the
OTCQB on July 24, 2014.
Within 14 days of commercial
gold production being publicly declared from ore mined from the Property, the Company will issue BGL and EML a second tranche of
shares of common stock of the Company (the “Second Tranche Shares”). The number of Second Tranche Shares to be issued
shall be calculated by dividing $1,150,000 by the volume weighted average share price of the Company’s common stock over a 20-day
period preceding the issuance date. The Second Tranche Shares shall be issued to BGL and EML in the proportions of 71.43% and 28.57%,
respectively.
The Company submitted an application
to Ministrere des Mines for mining permit on December 7, 2018. The mining exploration permit for the Company expired on April 30,
2019. On June 27, 2019, Ministere des Mines sent a letter to the Company to extend the mining exploration license for twelve months.
Subsequent to this quarter, in July, the mining exploration license for the Company was renewed.
|
|
Mansounia Property, West Africa
|
|
Acquisition of mineral property interest
|
|
|
|
Cash payment
|
|
$
|
150,000
|
|
Issuance of 6,514,350 common shares
|
|
|
781,722
|
|
Balance, June 30 & March 31, 2019
|
|
$
|
931,722
|
|
During the three months ended
June 30, 2019, the Company spent $25,105 (2018 – $3,844) on the property.
Blox,
Inc.
Notes to Condensed
Interim Consolidated Financial Statements
Three Months
Ended June 30, 2019 and 2018
(Unaudited –
Expressed in U.S. Dollars)
Year ended March 31, 2019
On September 29, 2017, the Company
entered into an agreement with Waratah Capital Ltd. (“Waratah”), a controlling shareholder, whereby Waratah and the
Company agreed that in order to allow the Company to finalize its acquisition of Quivira Gold Ltd. pursuant to the Share Purchase
Agreement dated June 22, 2013 among the Company, Quivira Gold Ltd. and Waratah (the “Quivira Agreement”), the Bridge
Loan Agreement dated as of April 17, 2015, and amended on April 28, 2016 and November 1, 2016 between the Company and Waratah would
be cancelled and the Company will utilize the loan proceeds advanced to close a private placement of $1,500,000 required to consummate
the Company’s acquisition of Quivira Gold Ltd.
On April 24, 2018, the Company
closed the private placement as part of the Quivira acquisition and issued 30,000,000 units at a price of $0.05 per unit for gross
proceeds of $1,500,000. Each unit consists of one common share and one transferable share purchase warrant exercisable at a price
of $0.05 per share for a term of five years.
Three months ended June 30,
2019
There were no shares issued
for the three months ended June 30, 2019.
Year ended March 31, 2019
On April 24, 2018, the Company
issued 30,000,000 share purchase warrants as part of the $1,500,000 private placement. The warrants expire five years from the
date of issuance and are exercisable at $0.05 per share. The fair value of these warrants was determined with the Black-Scholes
option pricing model using the following assumptions: risk free interest rate of 2.73%, volatility of 204.3%, annual rate of dividend
of 0%, and expected life of 5 years.
Three months ended June 30,
2019
There were no warrants issued
for the three months ended June 30, 2019.
The following table summarizes
historical information about the Company’s warrants:
|
|
Number of Warrants
|
|
|
Weighted Average Exercise Price ($)
|
|
|
Weighted Average Life Remaining (Years)
|
|
|
|
|
|
|
|
|
|
|
|
Balance, March 31, 2019
|
|
|
117,543,750
|
|
|
|
0.05
|
|
|
|
1.72
|
|
Balance, June 30, 2019
|
|
|
117,543,750
|
|
|
|
0.05
|
|
|
|
1.49
|
|
As at June 30, 2019, the following
warrants were outstanding and exercisable:
Number of Warrants
|
|
|
Exercise Price
|
|
|
Expiry Date
|
|
|
|
|
|
|
|
|
87,543,750
|
|
|
$
|
0.05
|
|
|
February 27, 2020
|
|
30,000,000
|
|
|
$
|
0.05
|
|
|
April 24, 2023
|
|
117,543,750
|
|
|
|
|
|
|
|
Blox,
Inc.
Notes to Condensed
Interim Consolidated Financial Statements
Three Months
Ended June 30, 2019 and 2018
(Unaudited –
Expressed in U.S. Dollars)
|
7.
|
Common Stock
(continued)
|
Year ended March 31, 2019
On June 26, 2018, 4,000,000
stock options were exercised via cashless exercise at a price of $0.01 per share, resulting in issuance of 3,754,600 common shares.
The cash component, equivalent to $40,000, is calculated as 245,400 shares at $0.163, the closing market price of the Company on
the date of issuance.
Three months ended June 30,
2019
There were no stock options
granted for the three months ended June 30, 2019.
The following table summarizes
historical information about the Company’s incentive stock options:
|
|
Number of options
|
|
|
Weighted Average Exercise Price ($)
|
|
|
Weighted Average Life Remaining (Years)
|
|
|
|
|
|
|
|
|
|
|
|
Balance, March 31, 2019
|
|
|
2,150,000
|
|
|
|
0.23
|
|
|
|
2.80
|
|
Balance, June 30, 2019
|
|
|
2,150,000
|
|
|
|
0.23
|
|
|
|
2.50
|
|
At June 30, 2019, the following
stock options were outstanding and exercisable:
Number of Options
|
|
|
Exercise Price
|
|
|
Weighted Average Remaining Life in Years
|
|
|
Expiry Date
|
|
|
|
|
|
|
|
|
|
|
|
650,000
|
|
|
$
|
0.15
|
|
|
|
0.1
|
|
|
August 7, 2019
|
|
1,500,000
|
|
|
$
|
0.27
|
|
|
|
3.6
|
|
|
February 15, 2023
|
|
2,150,000
|
|
|
|
|
|
|
|
|
|
|
|
|
8.
|
Fair Value of Financial
Instruments
|
The following provides an analysis
of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on
the degree to which fair value is observable:
Level 1 – fair value measurements
are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2 – fair value measurements
are those derived from 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 – fair value measurements
are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market
data (unobservable inputs).
Level 2 and 3 financial instruments
are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require
significant management judgment to estimation. Valuations based on unobservable inputs are highly subjective and require significant
judgments. Changes in such judgments could have a material impact on fair value estimates. In addition, since estimates are as
of a specific point in time, they are susceptible to material near-term changes. Changes in economic conditions may also dramatically
affect the estimated fair values.
Blox,
Inc.
Notes to Condensed
Interim Consolidated Financial Statements
Three Months
Ended June 30, 2019 and 2018
(Unaudited –
Expressed in U.S. Dollars)
|
8.
|
Fair Value of Financial Instruments
(continued)
|
The following table sets forth
the Company’s financial assets measured at fair value by level within the fair value hierarchy:
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
June 30,
2019
|
|
Cash
|
|
$
|
8,996
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
8,996
|
|
Long-term investment – Shares
|
|
|
165,555
|
|
|
|
-
|
|
|
|
-
|
|
|
|
165,555
|
|
Long-term investment – Warrants
|
|
|
-
|
|
|
|
-
|
|
|
|
69,669
|
|
|
|
69,669
|
|
Total
|
|
$
|
174,551
|
|
|
$
|
-
|
|
|
$
|
69,669
|
|
|
$
|
244,220
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
March 31,
2019
|
|
Cash
|
|
$
|
9,792
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
9,792
|
|
Long-term investment – Shares
|
|
|
97,279
|
|
|
|
-
|
|
|
|
-
|
|
|
|
97,279
|
|
Long-term investment – Warrants
|
|
|
-
|
|
|
|
-
|
|
|
|
25,016
|
|
|
|
25,016
|
|
Total
|
|
$
|
107,071
|
|
|
$
|
-
|
|
|
$
|
25,016
|
|
|
$
|
132,087
|
|
During the three months ended
June 30, 2019, the Company received advances from Waratah Capital Ltd. (“Waratah”), a controlling shareholder of the
Company, in the amount of $12,000. As at June 30, 2019, the Company was indebted to Waratah for $341,346 (March 31, 2019 - $329,346).
The advances from shareholder are unsecured, non-interest bearing and have no fixed repayment terms.
On June 22, 2013, the Company
entered into a share purchase agreement with Waratah Capital Ltd. (“Waratah”) where the Company agreed to purchase
all of Waratah’s right, title, and interest in the Quivira Gold (“Quivira”) shares, of which Waratah holds 100%
of the outstanding shares. As consideration for the Quivira shares, the Company will issue to Waratah 60,000,000 shares of common
stock and 60,000,000 warrants. Each warrant entitles the holder to purchase one additional common share at $0.05 for a period of
five years from the closing date. Quivira, a subsidiary of Waratah Investments, owns and operates gold and diamond mining properties
in Ghana.
The closing of the agreement
is subject to the completion of due diligence and the completion of a private placement for $1,500,000. The private placement closed
during the year ended March 31, 2019. As of the issuance date of these financial statements, the due diligence has not yet been
completed.
|
11.
|
Related Party Transactions
|
The Company’s related
parties include its subsidiaries, key management personnel, controlling shareholders, and strategic partner. Transactions with
related parties for goods and services are based on the exchange amount as agreed to by the related parties.
The Company incurred the following
expenses with related parties during the three months ended June 30, 2019 and 2018:
|
|
Three Months Ended
June 30,
|
|
|
|
2019
|
|
|
2018
|
|
Compensation – Interim CEO
|
|
$
|
13,500
|
|
|
$
|
6,935
|
|
Compensation – Former CEO
|
|
|
-
|
|
|
|
15,989
|
|
Compensation – CFO
|
|
|
6,750
|
|
|
|
7,744
|
|
Compensation – Former Officer
|
|
|
-
|
|
|
|
12,262
|
|
|
|
$
|
20,250
|
|
|
$
|
42,930
|
|
Blox,
Inc.
Notes to Condensed
Interim Consolidated Financial Statements
Three Months
Ended June 30, 2019 and 2018
(Unaudited –
Expressed in U.S. Dollars)
|
11.
|
Related Party Transactions
(continued)
|
As at June 30, 2019, the Company
was indebted to its related parties for the amounts as below:
|
|
June 30,
2019
|
|
|
March 31,
2019
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
|
$
|
114,762
|
|
|
$
|
93,104
|
|
Due to shareholder (Note 9)
|
|
|
341,346
|
|
|
|
329,346
|
|
These amounts owing is unsecured,
non-interest bearing and have no fixed repayment terms.
|
12
.
|
Geographical Area Information
|
|
|
Canada
|
|
|
Africa
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
$
|
9,751
|
|
|
$
|
1,412
|
|
|
$
|
11,163
|
|
Long term investments
|
|
|
235,224
|
|
|
|
-
|
|
|
|
235,224
|
|
Equipment
|
|
|
-
|
|
|
|
71,560
|
|
|
|
71,560
|
|
Mineral property interest
|
|
|
-
|
|
|
|
931,722
|
|
|
|
931,722
|
|
Total assets
|
|
$
|
244,975
|
|
|
$
|
1,004,694
|
|
|
$
|
1,249,669
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
$
|
540,704
|
|
|
$
|
81,252
|
|
|
$
|
621,956
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
$
|
13,367
|
|
|
$
|
1,592
|
|
|
$
|
14,959
|
|
Long term investments
|
|
|
122,295
|
|
|
|
-
|
|
|
|
122,295
|
|
Equipment
|
|
|
-
|
|
|
|
71,560
|
|
|
|
71,560
|
|
Mineral property interest
|
|
|
-
|
|
|
|
931,722
|
|
|
|
931,722
|
|
Total assets
|
|
$
|
135,662
|
|
|
$
|
1,004,874
|
|
|
$
|
1,140,536
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
$
|
509,401
|
|
|
$
|
48,953
|
|
|
$
|
558,354
|
|