Notes to Condensed
Interim Consolidated Financial Statements
Six Months Ended
September 30, 2020 and 2019
(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, Blox Energy Inc.
and Blox Minerals Guinea. These condensed interim consolidated financial statements are prepared on the historical cost basis.
These condensed interim consolidated 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 condensed interim consolidated 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, 2021, or future operating periods. For further information, see the Company’s annual
consolidated financial statements for the year ended March 31, 2020, 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 parent company is the Canadian dollar (“CAD”) and the functional currency of the subsidiaries is the
US dollar. 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.
Blox, Inc.
Notes to Condensed
Interim Consolidated Financial Statements
Six Months Ended
September 30, 2020 and 2019
(Unaudited –
Expressed in U.S. Dollars)
|
2.
|
Basis
of Presentation (continued)
|
|
(d)
|
Significant
Accounting Judgments and Estimates
|
The
preparation of these condensed interim 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 condensed
interim consolidated financial statements. Such judgments include the determination of the functional currencies and use of the
going concern assumption.
Significant
areas requiring the use of management estimates include assumptions and estimates relating to asset impairment analysis, share-based
payments and warrants, and valuation allowances for deferred income tax assets.
|
(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 assumes 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 $50,455 for the six months ended September 30, 2020 and has incurred cumulative losses since inception of $35,359,152
as at September 30, 2020.
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, control
costs and reduce 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 condensed interim consolidated 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
Six Months Ended
September 30, 2020 and 2019
(Unaudited –
Expressed in U.S. Dollars)
|
|
|
|
|
Fair Value as at
|
|
|
|
|
|
|
September 30,
|
|
|
March 31,
|
|
|
|
Number
|
|
|
2020
|
|
|
2020
|
|
Common shares
|
|
|
3,333,333
|
|
|
$
|
112,455
|
|
|
$
|
46,993
|
|
|
|
|
1,000,000
|
|
|
|
33,737
|
|
|
|
14,098
|
|
Total investment:
|
|
|
|
|
|
$
|
146,192
|
|
|
$
|
61,091
|
|
On
March 28, 2018, the Company participated in a private placement offering by its strategic partner, Ashanti Sankofa Inc (TSX.V-
ASI) (“Ashanti” or “ASI”), which shares the same management group and board of directors as the Company
(Note 12). The Company purchased 3,333,333 units at CAD$0.03 per unit for a total cost of $77,510 (CAD$100,000). 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 $44,331 and $33,179, respectively.
On
April 16, 2018, the Company participated in a private placement offering by Ashanti. 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 September 30, 2020, the fair value of common shares was $146,192 which resulted in an unrealized gain of $85,101 (2019 –
unrealized loss of $31,837) that was recorded in profit or loss. The share purchase warrants of ASI expired during the year ended
March 31, 2020.
In
January 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-01, “Financial
Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities.” ASU 2016-01 requires
equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of
the investee) to be measured at fair value with changes in fair value recognized in net income, requires public business entities
to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, requires separate
presentation of financial assets and financial liabilities by measurement category and form of financial asset, and eliminates
the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value
that is required to be disclosed for financial instruments measured at amortized cost. These changes became effective for the
fiscal year beginning April 1, 2018. The most significant change for the Company, once ASU 2016-01 was adopted, was the accounting
treatment for long term investments that were classified as available-for-sale. The accounting treatment used for the Consolidated
Financial Statements through fiscal 2018 was that the long term investments, classified as available-for-sale, were carried at
fair value, with net unrealized holding gains and losses being excluded from earnings and reported as a separate component of
Stockholders’ Deficiency until realized and the change in net unrealized holding gains and losses being reflected as comprehensive
income (loss). Under ASU 2016-01, effective April 1, 2018, these long term investments continue to be measured at fair value,
however, the changes in net unrealized holding gains and losses are now recognized through net income.
Blox, Inc.
Notes to Condensed
Interim Consolidated Financial Statements
Six Months Ended
September 30, 2020 and 2019
(Unaudited –
Expressed in U.S. Dollars)
|
|
Machinery
|
|
|
Total
|
|
Cost
|
|
|
|
|
|
|
Balance at September 30 & March 31, 2020
|
|
$
|
232,620
|
|
|
$
|
232,620
|
|
Accumulated Depreciation
|
|
|
|
|
|
|
|
|
Balance at September 30 & March 31, 2020
|
|
$
|
161,060
|
|
|
$
|
161,060
|
|
Carrying amounts
|
|
|
|
|
|
|
|
|
As at September 30 & March 31, 2020
|
|
$
|
71,560
|
|
|
$
|
71,560
|
|
Machinery
in the amount of $71,560 has not been placed into production and is not currently being depreciated.
|
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.
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.
Blox, Inc.
Notes to Condensed
Interim Consolidated Financial Statements
Six Months Ended
September 30, 2020 and 2019
(Unaudited –
Expressed in U.S. Dollars)
|
6.
|
Mineral
Property Interest (continued)
|
The
exploration license, which was originally granted on August 20, 2013, was extended by the Company until January 30, 2020, pending
the results of its application for a mining license for the property (first submitted December 7, 2018). On February 17, 2020,
the Company received notice from Minister of Mines and Geology, Republic of Guinea, revoking the Company’s exploration license
for the Mansounia Gold Project. As a result of the revocation of the Company’s exploration license, all rights held by the
Company and its partners in the Mansounia Gold Project have been terminated. The Company has since confirmed that its mining license
application cannot proceed without a valid exploration license, and that it is ineligible to re-apply for an exploration
license due to the expiration of its previous license. At March 31, 2020, management decided to write off the mineral property
interest.
|
|
Mansounia Property,
West Africa
|
|
Acquisition of mineral property interest
|
|
|
|
|
Cash payment
|
|
$
|
150,000
|
|
Issuance of 6,514,350 common shares
|
|
|
781,722
|
|
Write-off mineral property interest
|
|
|
(931,722
|
)
|
Balance, March 31 & September 30, 2020
|
|
$
|
-
|
|
During
the six months ended September 30, 2020, the Company spent $Nil (2019 – $35,513) on the property.
Year
ended March 31, 2020
There
were no shares issued from private placement for the year ended March 31, 2020.
Six
months ended September 30, 2020
There
were no shares issued from private placement for the six months ended September 30, 2020.
|
(b)
|
Convertible
debenture shares issuance
|
Year
ended March 31, 2020
On
August 16, 2019, the Company issued 300,000 commitment shares to two convertible debenture holders. The fair value of the common
shares was $60,000 (Note 10).
In
March 2020, $22,300 principal of convertible debenture was converted to 1,475,000 common shares of the Company at price range
of $0.03 to $0.17 (Note 10).
Six
Months ended September 30, 2020
From
April 1 to June 30, 2020, $127,273 principal of convertible debenture was converted to 66,999,411 common shares of the Company
at a price range of $0.01 to $0.02 (Note 10).
On
May 28, 2020, the Company received a notice from one convertible debenture holder that $17,500 of default penalty will be converted
into 10,000,000 shares. On June 1, 2020, the 10,000,000 common shares were issued to settle the default penalty of $17,500. The
penalty incurred is due to the loss of Mansounia property.
On
June 8, 2020, the Company received a notice from one convertible debenture holder that $17,500 of default penalty will be converted
into 10,000,000 shares. On June 8, 2020, the 10,000,000 common shares were issued to settle the default penalty of $17,500.
Blox, Inc.
Notes to Condensed
Interim Consolidated Financial Statements
Six Months Ended
September 30, 2020 and 2019
(Unaudited –
Expressed in U.S. Dollars)
|
7.
|
Common
Stock (continued)
|
Year
ended March 31, 2020
On
August 7, 2019, 50,000 warrants were exercised for common shares at $0.05 per share.
On
August 16, 2019, the Company issued 1,111,110 warrants to two convertible debenture holders with a fair value of $220,541 (Note
10). On the issuance date of the warrants, the share price was $0.20. The warrants expire five years from the date of issuance
and are exercisable at $0.135 per share. The fair value of these warrants was determined with the Black-Scholes option pricing
model using the following assumptions: risk free interest rate of 1.57%, volatility of 231.6%, annual rate of dividend of 0%,
and expected life of 5 years.
On
February 27, 2020, the Company extended the term of 88,000,000 share purchase warrants from February 27, 2020 to February 27,
2021, no other terms were changed.
Six
months ended September 30, 2020
On
May 7, 2020, the Company entered into an Amendment #1 with one convertible debenture holder that the 555,555 warrant shares issued
on August 16, 2019 are subject to anti-dilution protection. The Company agreed that the number of warrant shares should be equal
to 10,000,000. On May 13, 2020, the convertible debt holder exercised 10,000,000 warrants to common shares via cashless exercise.
On
May 28 and June 8, 2020, the Company received an Exercise Notice from another convertible debenture holder that 10,844,805 and
12,049,784 warrant shares were exercised to common shares via cashless exercise.
The
1,111,110 warrants were cancelled on June 8, 2020 due to the warrant shares that were issued.
The
following table summarizes historical information about the Company’s warrants:
|
|
Number of
Warrants
|
|
|
Weighted Average Exercise Price ($)
|
|
|
Weighted Average Life Remaining (Years)
|
|
|
|
|
|
|
|
|
|
|
|
Balance, March 31, 2020
|
|
|
118,604,860
|
|
|
|
0.05
|
|
|
|
1.41
|
|
Warrants issued
|
|
|
32,894,589
|
|
|
|
0.001
|
|
|
|
-
|
|
Warrants exercised
|
|
|
(32,894,589
|
)
|
|
|
0.001
|
|
|
|
-
|
|
Warrants cancelled
|
|
|
(1,111,110
|
)
|
|
|
|
|
|
|
|
|
Balance, September 30, 2020
|
|
|
117,493,750
|
|
|
|
0.05
|
|
|
|
0.96
|
|
As
at September 30, 2020, the following warrants were outstanding and exercisable:
Number of Warrants
|
|
|
Exercise Price
|
|
|
Expiry Date
|
|
|
|
|
|
|
|
|
87,543,750
|
|
|
$
|
0.05
|
|
|
February 27, 2021
|
|
29,950,000
|
|
|
$
|
0.05
|
|
|
April 24, 2023
|
|
117,493,750
|
|
|
|
|
|
|
|
Blox, Inc.
Notes to Condensed
Interim Consolidated Financial Statements
Six Months Ended
September 30, 2020 and 2019
(Unaudited –
Expressed in U.S. Dollars)
|
7.
|
Common
Stock (continued)
|
Year
ended March 31, 2020
650,000
options expired on August 7, 2019.
Six
months ended September 30, 2020
1,500,000
options were cancelled on May 27, 2020 due to the optionee no longer being an officer of the Company. There were no stock options
granted for the six months ended September 30, 2020.
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, 2020
|
|
|
1,500,000
|
|
|
|
0.27
|
|
|
|
2.90
|
|
Cancelled
|
|
|
(1,500,000
|
)
|
|
|
0.27
|
|
|
|
|
|
Balance, September 30, 2020
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
At
September 30, 2020, there were no stock options outstanding.
Blox, Inc.
Notes to Condensed
Interim Consolidated Financial Statements
Six Months Ended
September 30, 2020 and 2019
(Unaudited –
Expressed in U.S. Dollars)
|
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 and 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.
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
September 30,
2020
|
|
Cash and cash equivalent
|
|
$
|
18,036
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
18,036
|
|
Long-term investment – Shares
|
|
|
146,192
|
|
|
|
-
|
|
|
|
-
|
|
|
|
146,192
|
|
Total
|
|
$
|
164,228
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
164,228
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
March 31,
2020
|
|
Cash and cash equivalent
|
|
$
|
27,551
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
27,551
|
|
Long-term investment – Shares
|
|
|
61,091
|
|
|
|
-
|
|
|
|
-
|
|
|
|
61,091
|
|
Total
|
|
$
|
88,642
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
88,642
|
|
The following table sets forth
the Company’s financial liabilities measured at fair value by level within the fair value hierarchy:
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
September 30,
2020
|
|
Accounts payable
|
|
$
|
295,771
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
295,771
|
|
Due to shareholder
|
|
$
|
391,214
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
391,214
|
|
Loan payable
|
|
$
|
428
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
428
|
|
Convertible debt
|
|
$
|
61,130
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
61,130
|
|
Total
|
|
$
|
748,543
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
748,543
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
March 31,
2020
|
|
Accounts payable
|
|
$
|
294,379
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
294,379
|
|
Due to shareholder
|
|
$
|
391,214
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
391,214
|
|
Loan payable
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Convertible debt
|
|
$
|
120,480
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
120,480
|
|
Total
|
|
$
|
806,073
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
806,073
|
|
Blox, Inc.
Notes to Condensed
Interim Consolidated Financial Statements
Six Months Ended
September 30, 2020 and 2019
(Unaudited –
Expressed in U.S. Dollars)
During the period ended September
30, 2020, the Company received advances from Waratah Capital Ltd. (“Waratah”), a controlling shareholder of the Company,
in the amount of $Nil (year ended March 31, 2020 - $61,868). As at September 30, 2020, the Company was indebted to Waratah for
$391,214 (March 31, 2020 - $391,214). The advances from shareholder are unsecured, non-interest bearing and have no fixed repayment
terms.
|
10.
|
Convertible Debenture
|
Year ended March 31, 2020
On August 16, 2019, the Company
entered into security purchase agreements with two private investors, issuing two convertible promissory notes in an aggregate
principal amount of $150,000, with a $15,000 original issue discount and $10,000 in legal fees, paid in cash to the investors and
the legal counsel. Each note accrues interest at an annual rate of 5% and is to be repaid nine months after the dates of actual
funding received. The investors have rights to convert a portion, or all, of the principal amount plus interest of each note at
a lowest conversion price of i) $0.09 (fixed conversion price); or ii) 50% multiplied by the lowest closing bid price of the Common
Stock during the 25 consecutive trading day period immediately preceding the date of the respective conversion (alternative conversion
price) into common shares of the Company after 180 days and prior to May 16, 2020.
In addition, the Company issued
300,000 commitment shares to the two investors with a fair value of $60,000 and 1,111,110 warrants with a fair value of $220,541.
The two warrant holders are entitled to purchase up to 1,111,110 common shares of the Company at an exercise price of $0.135 with
a 5-year expiry date (Note 7 (b) & (c))
Based on a discount factor of
66%, the debt portion of the promissory note was valued at $102,567 and the conversion feature portion of the notes was valued
at $202,208. The conversion feature was valued using the Black Scholes model with the following assumptions: risk free interest
rate of 1.61%, volatility of 100.01%, dividend rate of 0% and expected life of 9 months.
The net proceeds received by
the Company were allocated to the convertible debt and associated financial instruments based on their relative fair values as
below:
|
|
Proceeds
Allocation
|
|
Debt
|
|
$
|
23,656
|
|
Conversion feature
|
|
|
46,638
|
|
Warrants
|
|
|
50,867
|
|
Shares
|
|
|
13,839
|
|
Total proceeds
|
|
$
|
135,000
|
|
Blox, Inc.
Notes to Condensed
Interim Consolidated Financial Statements
Six Months Ended
September 30, 2020 and 2019
(Unaudited –
Expressed in U.S. Dollars)
|
10.
|
Convertible Debenture (continued)
|
For the year ended March 31,
2020, $22,300 of debt principal was converted to 1,475,000 common shares of the Company at price range of $0.03 to $0.17 (Note
7 (b)).
Six months ended September
30, 2020
On June 8, 2020, the Company
entered into security purchase agreements with a private investor, issuing one convertible promissory note in an aggregate principal
amount of $74,800, with a $6,800 original issue discount, $500 in due diligence fees and $2,500 in legal fees, paid in cash to
the investors and the legal counsel. Each note accrues interest at an annual rate of 8% and is to be repaid on June 8, 2021. The
investors have rights to convert a portion, or all, of the principal amount plus interest at variable conversion price to Common
Stock of the Company after 180 days and prior to June 8, 2021 (Note 14(c)).
For the period ended September
30, 2020, $127,541 debt principal was converted to 66,999,411 common shares of the Company at price range of $0.01 to $0.02 (Note
7 (b)). Accretion for the note was calculated as $18,391 (2019 - $16,788) and interest expense of $2,390 (2019 - $626) was recorded.
As of September 30, 2020, $149,572 debt principal were converted to commons shares.
|
|
September 30,
2020
|
|
|
March 31,
2020
|
|
Convertible debenture – beginning of the period
|
|
$
|
120,480
|
|
|
$
|
-
|
|
Debt proceeds received
|
|
|
74,800
|
|
|
|
23,656
|
|
Debt converted to common shares
|
|
|
(127,541
|
)
|
|
|
(20,753
|
)
|
Equity portion of convertible debenture
|
|
|
(25,000
|
)
|
|
|
-
|
|
Finance cost - accretion
|
|
|
18,391
|
|
|
|
117,577
|
|
Carrying value – end of the period
|
|
$
|
61,130
|
|
|
$
|
120,480
|
|
The total principal value of
the convertible debenture as at September 30, 2020 is $74,800 (March 31, 2020 - $150,000) As at September 30, 2020 $5,129 (March
31, 2020 - $4,706) of interest is accrued in relation to the convertible debenture.
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.
Blox, Inc.
Notes to Condensed
Interim Consolidated Financial Statements
Six Months Ended
September 30, 2020 and 2019
(Unaudited –
Expressed in U.S. Dollars)
|
12.
|
Related Party Transactions
|
The Company’s related
parties include its 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 six months ended September 30, 2020 and 2019:
|
|
Six Months Ended
September 30,
|
|
|
|
2020
|
|
|
2019
|
|
Compensation – CEO
|
|
$
|
25,740
|
|
|
$
|
27,000
|
|
Compensation – Former Officer
|
|
|
-
|
|
|
|
14,841
|
|
|
|
$
|
25,740
|
|
|
$
|
41,841
|
|
As at September 30, 2020, the
Company was indebted to its related parties for the amounts as below:
|
|
September 30,
2020
|
|
|
March 31,
2020
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
|
$
|
141,117
|
|
|
$
|
122,651
|
|
Due to shareholder (Note 9)
|
|
|
391,214
|
|
|
|
391,214
|
|
Investment in related party (Note 4)
|
|
|
146,192
|
|
|
|
61,091
|
|
These amounts owing are unsecured,
non-interest bearing and have no fixed repayment terms.
|
13.
|
Geographical Area Information
|
|
|
Canada
|
|
|
Africa
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
$
|
26,841
|
|
|
$
|
2,362
|
|
|
$
|
29,203
|
|
Long term investments
|
|
|
162,435
|
|
|
|
-
|
|
|
|
162,435
|
|
Equipment
|
|
|
-
|
|
|
|
71,560
|
|
|
|
71,560
|
|
Total assets
|
|
$
|
189,276
|
|
|
$
|
73,922
|
|
|
$
|
263,198
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
$
|
654,875
|
|
|
$
|
98,797
|
|
|
$
|
753,672
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
$
|
30,575
|
|
|
$
|
2,143
|
|
|
$
|
32,718
|
|
Long term investments
|
|
|
61,091
|
|
|
|
-
|
|
|
|
61,091
|
|
Equipment
|
|
|
-
|
|
|
|
71,560
|
|
|
|
71,560
|
|
Total assets
|
|
$
|
91,666
|
|
|
$
|
73,703
|
|
|
$
|
165,369
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
$
|
718,237
|
|
|
$
|
92,545
|
|
|
$
|
810,779
|
|
|
(a)
|
On October 8, 2020, the Company’s common shares was removed from OTCQB and demoted to the
OTC Pink reporting tier due to OTCQB bid price deficiency.
|
|
(b)
|
On October 8, 2020, the Company received $92,040 in cash from a significant shareholder by issuing
a one-year convertible promissory note with interest at 8% per annum.
|
|
(c)
|
On October 9, 2020, the Company terminated the convertible promissory issued on June 8, 2020 by
paying the convertible promissory holder an aggregate amount of $92,042, including principal amount of $74,800, accrued interest
$1,902 and prepayment penalty of $15,340.
|