UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K/A
☒ ANNUAL REPORT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the fiscal year ended March 31, 2020
OR
☐ TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.
For the transition period from _______ to ___________.
Commission file number 000-53565
|
BLOX, INC. |
| (Exact
name of registrant as specified in its charter) |
|
Nevada |
|
20-853914 |
| (State or other jurisdiction
of |
|
(I.R.S. Employer |
| incorporation of
organization) |
|
Identification No.) |
|
5th floor, 1177 Avenue
of Americas, New York |
|
NY 10036 |
| (Address of principal executive
offices) |
|
(ZIP Code) |
Registrant’s telephone number, including area code: (604) 314-9293
Securities registered pursuant to Section 12(b) of the Act
None
Securities registered pursuant to Section 12(g) of the Act:
|
Common Stock, $0.00001 par
value |
| (Title of Class) |
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act. Yes
☐
No ☒
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act. Yes
☐
No ☒
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for shorter period that the registrant as required to file such
reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during
the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes
☒
No
☐
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive
proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K.
☒
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company, or an emerging growth company. See the
definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule
12b-2 of the Exchange Act.
| Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
| Non-accelerated
filer |
☐ |
Small
reporting company |
☒ |
|
|
Emerging
growth company |
☐ |
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on
which registered |
| Common Shares |
|
BLXX |
|
OTCUS |
The aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the average
bid and asked price of such common equity as of March 31, 2020 was
$4,339,430.
The number of shares outstanding of the registrant’s common stock
as of July 14, 2020 was 264,541,664.
Documents Incorporated By Reference: None
EXPLANATORY NOTE
This amendment is being filed to provide XBRL exhibits missing from
10-K submission. No change has been made to other parts of this
10-K.
TABLE OF CONTENTS
PART I.
As used in this annual report on Form 10-K, the terms “we”, “us”
“our”, the “Company” or the “registrant” refer to Blox, Inc., a
Nevada corporation, and its wholly-owned subsidiaries, Blox Energy
Inc., Blox Minerals Inc., Quivira Gold, and Blox Minerals
Guinea unless otherwise specified.
Our financial statements are stated in United States Dollars (US$)
unless otherwise stated and are prepared in accordance with United
States Generally Accepted Accounting Principles.
In this annual report, unless otherwise specified, all references
to “common shares” refer to the common shares in our capital
stock.
Forward-Looking Statements
This annual report contains “forward-looking statements”. All
statements other than statements of historical fact are
“forward-looking statements” for purposes of federal and state
securities laws, including, but not limited to, any projections of
earnings, revenue or other financial items; any statements of the
plans, strategies and objections of management for future
operations; any statements concerning proposed new services or
developments; any statements regarding future economic conditions
or performance; any statements or belief; and any statements of
assumptions underlying any of the foregoing.
Forward-looking statements may include the words “may,” “could,”
“estimate,” “intend,” “continue,” “believe,” “expect” or
“anticipate” or other similar words. These forward-looking
statements present our estimates and assumptions only as of the
date of this report. Accordingly, readers are cautioned not to
place undue reliance on forward-looking statements, which speak
only as of the dates on which they are made. Except as required by
applicable law, including the securities laws of the United States,
we do not intend, and undertake no obligation, to update any
forward-looking statement.
Although we believe the expectations reflected in any of our
forward-looking statements are reasonable, actual results could
differ materially from those projected or assumed in any of our
forward-looking statements. Our future financial condition and
results of operations, as well as any forward-looking statements,
are subject to change and inherent risks and uncertainties. The
factors impacting these risks and uncertainties include, but are
not limited to:
|
● |
our current lack of working
capital; |
|
● |
our ability to obtain any necessary
financing on acceptable terms; |
|
● |
timing and amount of funds needed
for capital expenditures; |
|
● |
timely receipt of regulatory
approvals; |
|
● |
our management team’s ability to
implement our business plan; |
|
● |
effects of government
regulation; |
|
● |
general economic and financial
market conditions; |
|
● |
our ability to secure exploration
permits for our prospective properties in Ghana;; |
|
● |
our ability to develop our green
mining business in Africa; and |
|
● |
the fact that our accounting
policies and methods are fundamental to how we report our financial
condition and results of operations, and they may require our
management to make estimates about matters that are inherently
uncertain. |
We are primarily engaged in acquiring and exploring mineral
properties plus the development of mineral resources for mining
with the intent of applying green innovation plus renewable energy
and technology to traditional mining methods.
Overview
We were incorporated in the State of Nevada on July 21, 2005, under
the name “Nava Resources, Inc.” for the purpose of conducting
mineral exploration activities. We were authorized to issue
400,000,000 shares of common stock, having a par value of $0.001
per share. On January 4, 2007, we obtained written consent from our
shareholders to amend our Articles of Incorporation to change the
par value of our common stock from $0.001 to $0.00001 per share,
which change was effected on February 28, 2007. Effective July 30,
2013, we changed our name from “Nava Resources, Inc.” to “Blox
Inc.”.
Recent Developments
Recently Discontinued Projects
Mansounia:
Our former Mansounia exploration permit was acquired in 2013 and
was secured based on our technical and financial capabilities to
obtain a mining permit. The 2013 exploration permit was near
expiration when acquired and was subsequently renewed for the
maximum of four times permitted by the Guinea Mining Code. In
December 2019, the company submitted its final mining permit
proposal to the Ministry of Mines. The ministry requested, in its
discretion, that we provide evidence of funding to account for 15%
of the capital required for project financing. The company was
unable to secure the required financing during prior to expiration
of the final permit extension, and the permit was withdrawn by
decree from the Ministry of Mines. Although it is our understanding
the Ministry of Mines exercises considerable discretion regarding
the extension and revocation of permits and the grant of mining
licenses, the decree to revoke our exploration permit suggests that
our application is no longer under consideration. With respect to
the fate of the project, we anticipate that we will attempt to
renegotiate a position for the Mansounia project once Guinea
reopens its border to international travel (the country has been
inaccessible due to COVID-19) Currently the a permit for the
property has been granted by way of two exploration licence to
Penta Goldfields SARL, a company owned by our In country manager in
Guinea, Mr. Nfamoussa Kaba. There is no guarantee that we will be
successful in securing any future rights to the Mansounia
project.
Current Business:
Pramkese, Osenase and Asamankese, Ghana, West
Africa
On June 22, 2013, we entered into a share purchase agreement with
Waratah Investments Limited (“Waratah”) whereby we 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, we
agreed to 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, owns and
operates gold and diamond mining properties in Ghana.
The closing of the agreement was subject to the completion of a
private placement financing of up to US$1,500,000, which private
placement was completed in April 2018. We issued 30,000,000 units
(the “Units”) at a price of US$0.05 per unit for aggregate
gross proceeds of US$1,500,000. US$1,100,000 of the proceeds were
advanced as non-interest bearing loans since 2014 and were utilized
to cover general and administrative expenses, as well as to carry
out exploration work on our mineral properties. The remaining
balance of US$400,000 was received by April 2018. Each Unit
consists of one common share and one share purchase warrant
entitling the holder thereof to purchase one additional common
share at a price of $0.05 per share for a term of five years from
the date of issuance.
Closing the Agreement is also conditional upon receiving legal
opinions of Ghana counsel confirming various matters relating to
the laws of Ghana, including corporate and title opinions; the
Company receiving legal opinions of Australian counsel confirming
various matters relating to the laws of Australia, including
corporate and title opinions; completion of certain ongoing
transactions by Quivira relating to the transfer of title to
certain assets and to an assignment of debt; and preparation of
U.S. GAAP consolidated financial statements for Quivira.
Our directors conducted their first visit to Ghana in August 2015,
when they visited the Birim Region where the three Ghanaian
concessions are located. The objective was to carry out a
geological reconnaissance over the areas to identify potentially
favourable lithologies. The directors inspected the existing
field programs in Ghana and oversaw the planning and implementation
of programs for the near future. Field work on the three
concessions has since ceased and associated exploration permits
have expired. Neither the Company nor Quivira holds any right title
or claim to the concessions, but the Company endeavors to renew
permits subject to securing sufficient financing. There is no
guarantee that sufficient financing will be raise in a timely
manner, if at all.
We intend to renew permits for three concessions in Ghana for their
gold and diamond potential, and to explore the market for other
viable assets. All three licences have expired and require an
estimated $100,000 to renew. We are currently in discussions with
with prospective equity investors to finance the renewal costs,
however no agreement has been secured. Nevertheless, in order to
secure necessary financing, we will be required to increase our
authorized capital. The Asamankese, Osenase and Pramkese
concessions are located near Asamankese, Akim Oda and Kade towns
respectively. The concession is dominated by broad pene plain,
dotted with moderate to high hills and remnant of rain forest. The
area is hilly and rugged, running from 180m to 300m in elevation.
Around the licences is the Atewa range about 1050m above sea level.
There are little published records of extensive widely scattered
gold mineralization old pits, shafts and adits, as well as
artisanal gold workings in the concessions. In the mid-sixties, the
Geological Survey Department of Ghana undertook reconnaissance
mapping and soil geochemical survey in the area during which traces
of gold were recorded in panned concentrates of geochemical
samples.
Osenase is in the Birim Central Municipal District. The nearest
town to the project area is the District Capital Akim Oda. This
project has seen limited amount of gold exploration. The concession
was previously held by Cornucopia Resources in the 1990s and was
engaged in potential for a diamond resource. Paramount Mining
Corporation held the concession for almost 6 years with limited
amount of work. The limited work done was focused on diamondiferous
hard rock potential at Atiankama Nkwanta. The presence of diamonds
in what appears to be an in-situ unit exposed by the Francis Pits
at Atiakama Nkwanta provides an opportunity to explain the source
of some of the diamonds in the region. S Two oriented grids were
sampled in 2007 but were never analysed for gold. The samples have
been stored at the Manso camp to be analysed later. No subsequent
work has been carried out to establish gold or diamond potential,
and there is no guarantee that ore is present in economically
significant quantity.
Asamankese is a 150Km2 Prospecting License (PL) in the West Akim
District. The nearest town to the project area is the District
Capital Asamankese. Asamankese was originally part of Osenase under
a reconnaissance licence. In 2006, about 4 soil-oriented grids on
800m x 50m was established and sampled. The samples were stored at
the Manso camp to be analysed later. The samples are still in
storage at the Manso camp. A total of 436 samples representing two
of the gridlines L1600N and L2400N at 800m apart were later on
analysed for gold. The samples were sent to SGS Tarkwa for 2kg BLEG
analysis. Results received were not encouraging for gold, with only
one modest spike of 170 ppb Au, associated with alluvials. A
limited stream sediment program began in November 2008 but could
not be completed due to financial constraints. About 108 stream
sediment samples were collected and panned for visible gold out of
a total 183 planned. No laboratory analysis was carried out. About
80 sample points are still yet to be sampled.
Pramkese is a 66 square kilometres Prospecting License (PL) in the
Kwaebibirim District located in the Birim Diamond Field. The
nearest town to the project area is the District Capital Kade.
Limited reconnaissance work was carried out in 2009 and the licence
was converted to a Prospecting Licence. The exercise concentrated
on the south of the town of Pramkese. Ten (10) alluvial pits were
dug and sampled. The samples collected were panned and hand jigged
for gold and diamond respectively. In the early 90’s, a fair amount
of work was done on the concession for both alluvial gold and
diamond by Basogard. Basogard defined some alluvial gold and
diamond resources which were never investigated.
The company is now in discussions with various potential partners
to explore and define the potential of these concessions, however
no definitive agreements have been reached. There is no
guarantee that any agreements will be reached or that permits will
be secured.
Strategic Alliance with Ashanti Sankofa Inc.
In April 2018, we entered into a Strategic Alliance Agreement with
Ashanti Sankofa Inc., a TSX Venture Exchange listed company trading
under the symbol “ASI” (“Ashanti”). Pursuant to the terms of
the Strategic Alliance Agreement both parties have agreed to grant
to the other party a right of first refusal to enter into a joint
venture on any of their respective properties and/or projects and
that any future acquisition of natural resource properties that may
be acquired by either party that contains, but is not limited to,
gold, precious metals, technology metals or diamonds (“Natural
Resource Properties”), the acquiring party will grant to the other
party a right of first refusal to participate in a joint venture on
such Natural Resource Property, which shall be at the sole
discretion of the acquiring party.
As part of our strategic alliance with Ashanti, we agreed to
collaborate to explore and develop natural resource properties in
West Africa, to undertake joint research projects and to consider
joint commercial exploitation of any new property or project that
may be acquired resulting from their joint research.
The strategic alliance with Ashanti will allow us to make our
respective technical expertise in the field of exploration,
exploitation and management of natural resources available to the
other party.
In connection with the strategic alliance with Ashanti, we acquired
by way of a private placement transaction, a total of 4,333,333
units in the capital stock of Ashanti for a total cost of
CAD$130,000, with each unit
consisting of one common share (the “Share”) and one transferable
share purchase warrant (the “Warrant”) exercisable for a term of
two-years at a price of CAD$0.05 per share.
Competitive Conditions
The mineral exploration and development business is an extremely
competitive industry. We seek to compete with many other companies
exploring for minerals and potentially developing minerals
resources into mines. The status of our prospective Ghana
projects is uncertain and our ability to secure financing and
exploration permits is subject to competiton from local and
international companies. As a junior mineral exploration and
development company, Blox competes with many companies like
ourselves for financing and joint venture partners. Additionally,
we compete for industry human resources such as professional
geologists, and service providers.
Government Approvals and Recommendations
Mining operations and exploration activities are subject to various
national and local laws and regulations in West Africa, which
govern prospecting, development, exploitation, production, export,
taxes, labour standards, occupational health, waste disposal,
protection of the environment, mine safety, hazardous substances
and other matters. We intend to secure all necessary permits
for the Mansounia Property.
Our activities are also subject to various federal and
state/provincial laws and regulations governing protection of the
environment. These laws are continually changing and, in general,
are becoming more restrictive. We intend to conduct business with a
view to safeguarding public health and the environment and
operating in compliance with applicable laws and regulations. We
will generally be required to mitigate long-term environmental
impacts by stabilizing, contouring, rescoping and revegetating
various portions of a site after mining operations are completed.
These reclamation efforts will be conducted in accordance with
detailed plans, which must be reviewed and approved by the
appropriate regulatory agencies. Changes to current laws and
regulations in West Africa could in the future require additional
capital expenditures and increased operating and/or reclamation
costs. Although we are unable to predict what additional
legislation, if any, might be proposed or enacted, additional
regulatory requirements could impact the economics of our
projects.
Guinea’s National Transition Council (CTN) amended its mining code
in April 2013, in an effort to improve its investment record. The
amendments brought profit taxes down to 30 percent, and cut the tax
on bauxite to 0.15 percent of the international market price for
aluminum. However, the new version still grants the government a
free 15-percent stake in mining projects, as well as the option of
purchasing an additional 20 percent stake. The clause is designed
to encourage companies to process raw materials inside the
sovereign’s borders, rather than just shipping the ore out. The
state’s stake in the projects is said to shrink as the portion of
value added inside the country’s borders increases.
Under the new mining code, an industrial exploitation or operating
permit will be granted for 15 years. It can be renewed for
five-year periods, provided the holder of the title complies with
its obligations. Upon non-commencement of work within a year of the
issuance of an exploitation permit for industrial operations, the
previous monthly fine of GNF 5m has been revised to GNF10m, imposed
for the first three months, with a monthly increase of 10 percent
of the penalty amount thereafter.
Mining convention: The granting of a mining concession and an
exploitation permit must be accompanied by the mining convention.
The maximum duration of a mining convention is 25 years, renewable
for one or several periods of 10 years. Mining conventions are
subject to an executive order and will be signed by the Minister of
Mines, following the advice of the National Mining Committee and
the authorization of the Council of Ministers. Mining conventions
will then be submitted for the legal opinion of the Supreme Court
and ratified by Parliament.
Costs and Effects of Compliance with Environmental
Laws
Although we currently have no costs to comply with environmental
laws concerning our mineral property, we will have to sustain the
cost of reclamation and environmental remediation for all work
undertaken which causes sufficient surface disturbance to
necessitate reclamation work. Both reclamation and
environmental remediation refer to putting disturbed ground back as
close to its original state as possible. Other potential
pollution or damage must be cleaned and renewed along standard
guidelines outlined in the usual permits. Reclamation is the
process of bringing the land back to a natural state after
completion of exploration activities. Environmental
remediation refers to the physical activity of taking steps to
remediate, or remedy, any environmental damage caused, i.e.
refilling trenches after sampling or cleaning up fuel spills.
At this time, we do not require any reclamation or remediation
other than minor clean up and removal of supplies because of
minimal disturbance to the ground. The amount of these costs
is not known at this time as we do not know the extent of the
exploration program we will undertake. Because there is
presently no information on the size, tenor, or quality of any
resource or reserve at this time, it is impossible to assess the
impact of any capital expenditures on our earnings or competitive
position in the event a potentially economic deposit is
discovered.
Employees
We currently have no employees. Our officers and directors provide
consulting services to us on a part time basis. We intend to retain
the services of geologists, prospectors and consultants on a
contract basis to conduct the exploration programs on our mineral
claims and to assist with regulatory compliance and preparation of
financial statements.
Much of the information included in this annual report on Form 10-K
includes, or is based upon, estimates, projections or other
forward-looking statements. Forward-looking statements are
statements that relate to future events or future financial
performance. In some cases, you can identify forward-looking
statements by the use of terminology such as “may”, “should”,
“intend”, “expect”, “plan”, “anticipate”, “believe”, “estimate”,
“project”, “predict”, “potential”, or “continue” or the negative of
these terms or other comparable terminology. Such
forward-looking statements include any projections and estimates
made by our management in connection with our business
operations. These statements speak only as of the date of
this overview. While these forward-looking statements, and
any assumptions upon which they are based, are made in good faith
and reflect our current judgment regarding the direction of our
business, actual results will almost always vary, sometimes
materially, from any estimates, predictions, projections,
assumptions or other future performance suggested herein.
Such estimates, projections or other forward-looking statements
involve various risks and uncertainties as outlined below. We
caution the reader that important factors in some cases have
affected and, in the future, could materially affect actual results
and cause actual results to differ materially from the results
expressed in any such estimates, projections or other
forward-looking statements.
The material risks and uncertainties that may affect our
forward-looking statements include, among other things: (1) our
ability to obtain any necessary financing on acceptable terms; (2)
timing and amount of capital expenditures; (3) timely receipt of
regulatory approvals; (4) our management team’s ability to
implement our business plan; (5) effects of government regulation;
(6) general economic and financial market conditions; and (8) other
factors beyond our control.
An investment in our common stock involves a number of very
significant risks. You should carefully consider the
following known material risks and uncertainties in addition to
other information in this report in evaluating our company and our
business, before purchasing shares of our common stock.
Additional risks not presently known to us may also impair our
business operations. You could lose all or part of your
investment due to any of these risks.
Risks Relating to Our Company
Our auditors have expressed doubt about our ability to continue
as a going concern.
Our financial statements are prepared using generally accepted
accounting principles in the United States of America applicable to
a going concern, which contemplates the realization of assets and
liquidation of liabilities in the normal course of business. We
have not yet established an ongoing source of revenues sufficient
to cover our operating costs and to allow us to continue as a going
concern. We have incurred a net loss of $12,858,000 and $11,615,101
for the years ended March 31, 2020 and March 31, 2019,
respectively, and have incurred cumulative losses since inception
of $35,327,528 as of March 31, 2020. These factors raise
substantial doubt about our ability to continue as going concern.
After auditing our financial statements, our independent auditor
issued a going concern opinion and our ability to continue is
dependent on our ability to raise additional capital.
Our ability to continue as a going concern is dependent on our
ability to continue obtaining adequate capital to fund operating
losses until we become profitable. If we are unable to obtain
adequate capital, we could be forced to significantly curtail or
cease operations. We will need to raise additional funds to finance
continuing operations. However, there are no assurances that we
will be successful in raising additional funds. Without sufficient
additional financing, it would be unlikely for us to continue as a
going concern. Our ability to continue as a going concern is
dependent upon our ability to successfully accomplish the plans
described in this annual report and eventually secure other sources
of financing and attain profitable operations.
We will require additional funds which we plan to raise through
the sale of our common stock, which requires favorable market
conditions and interest in our activities by investors. We
may not be able to sell our common stock and funding may not be
available for continued operations.
Our ability to continue is dependent on our ability to raise
additional capital and our operations could be curtailed if we are
unable to obtain required additional funding when needed. We have a
working capital deficit of $778,061 as of March 31, 2020 (March 31,
2019 - $543,395) and we do not have funds presently to secure
exploration licenses for our prospective projects in Ghana.
Continuing exploration activities will require additional funding.
Our only present means of funding is through the sale of our common
stock and shareholder loans. The sale of common stock requires
favorable market conditions for junior exploration companies like
ours, as well as specific interest in our stock, neither of which
may exist. If we are unable to raise additional funds in the
future, we may have to cease our operations.
Our exploration activities are highly speculative and involve
substantial risks.
If we secure exploration permits or other rights to any mineral
asset, which is uncertain, our exploration work may not result in
the discovery of mineable deposits of ore in a commercially
economical manner. There may be limited availability of water,
which is essential to milling operations, and interruptions may be
caused by adverse weather conditions. Our future operations, if
any, are subject to a variety of existing laws and regulations
relating to exploration and development, permitting procedures,
safety precautions, property reclamation, employee health and
safety, air quality standards, pollution and other environmental
protection controls.
We have uninsurable risks.
We may be subject to unforeseen hazards such as unusual or
unexpected formations and other conditions. We may become subject
to liability for pollution, cave-ins or hazards against which it
cannot insure or against which it may elect not to insure. The
payment of such liabilities may have a material adverse effect on
our financial position.
We depend on consultants and engineers for our exploration
programs.
We have relied on and will continue to rely upon consultants for
exploration development, construction and operating expertise.
Substantial expenditures are required to construct mines, to
establish ore reserves through drilling, to carry out environmental
and social impact assessments, to develop metallurgical processes
to extract the metal from the ore and, in the case of new
properties, to develop the exploration infrastructure at any site
chosen for exploration. We may not be able to discover minerals in
sufficient quantities to justify commercial operation, and we may
not be able to obtain funds required for exploration on a timely
basis.
We do not have title to our prospective mineral properties and
any title we may acquire may be uncertain.
Acquisition of title to mineral properties is a very detailed and
time-consuming process, and any right, title or interest we may
acquiremay be affected by prior unregistered agreements or
transfers, undetected defects, or the discretion of federal,
provincial, or local government. Our business will be undermined if
any interest we acquire is challenged or impugned in the
future.
Mining exploration, development and operating activities are
inherently hazardous.
If we experience mining accidents or other adverse conditions, our
mining operations could be materially adversely affected. Our
exploration activities may be interrupted by any or all of the
following mining accidents such as cave-ins, rock falls, rock
bursts, pit wall failures, fires or flooding. In addition,
exploration activities may be reduced if unfavorable weather
conditions, ground conditions or seismic activity are encountered,
ore grades are lower than expected, the physical or metallurgical
characteristics of the ore are less amenable than expected to
mining or treatment, dilution increases or electrical power is
interrupted. Occurrences of this nature and other accidents,
adverse conditions or operational problems in future years may
result in our failure to achieve current or future exploration and
production estimates.
Due to the speculative nature of mineral property exploration,
there is substantial risk that no commercially viable mineral
deposits will be found on any mineral properties that we may
acquire.
If we secure any mineral interest, in order for us to even commence
mining operations, we face a number of challenges which include
securing property interests, finding qualified professionals to
conduct our exploration program, obtaining adequate financing to
continue our exploration program, locating a viable mineral body,
partnering with a senior mining company, obtaining mining and
exploitation permits, and ultimately selling minerals in order to
generate revenue. Moreover, exploration for commercially viable
mineral deposits is highly speculative in nature and involves
substantial risk that no viable mineral deposits will be located on
any of our present or future mineral properties. There is a
substantial risk that any exploration program that we may conduct
will not result in the discovery of any significant mineralization,
and therefore no commercially viable mineral deposit. There
are numerous geological features that we may encounter that would
limit our ability to locate mineralization or that could interfere
with our exploration programs as planned, resulting in unsuccessful
exploration efforts. In such a case, we may incur significant costs
associated with an exploration program, without any benefit.
This would likely result in a decrease in the value of our
common stock.
Due to the inherent dangers involved in mineral exploration,
there is a risk that we may incur liability or damages as we
conduct our business.
The search for minerals involves numerous hazards. As a result, we
may become subject to liability for such hazards, including
pollution, cave-ins and other hazards against which we cannot
insure or may elect not to insure. We currently have no such
insurance nor do we expect to obtain such insurance for the
foreseeable future. If a hazard were to occur, the costs of
rectifying the hazard may exceed our asset value and cause us to
liquidate all our assets and cease operations, resulting in the
loss of your entire investment.
The market price for precious metals is based on numerous
factors outside of our control. There is a risk that the market
price for precious metals will significantly decrease, which will
make it difficult for us to fund further mineral exploration
activities, and would decrease the probability that any significant
mineralization that we locate can be economically extracted.
Numerous factors beyond our control may affect the marketability of
minerals. These factors include market fluctuations, the proximity
and capacity of natural resource markets and processing equipment,
government regulations, including regulations relating to prices,
taxes, royalties, land tenure, land use, importing and exporting of
minerals and environmental protection. The exact effect of
these factors cannot be accurately predicted, but the combination
of these factors may result in our not receiving an adequate return
on invested capital and you may lose your entire investment in our
company.
Changes in the exchange rates between the United States dollar
and foreign currencies may be volatile and may negatively impact
our costs, which in turn could adversely affect our operating
results.
When operating in foreign countries, such as Canada and Africa, we
expect to incur a certain amount of our expenses from our
operations in foreign currency and translate these amounts into
United States dollars for purposes of reporting operating results.
As a result, fluctuations in foreign currency exchange rates may
adversely affect our expenses and results of operations, as well as
the value of our assets and liabilities. Fluctuations may adversely
affect the comparability of period-to-period results. In addition,
we anticipate holding foreign currency balances, which will create
foreign exchange gains or losses, depending upon the relative
values of the foreign currency at the beginning and end of the
reporting period, which may affect our net income and earnings per
share. Although we may use hedging techniques in the future (which
we currently do not use), we may not be able to eliminate the
effects of currency fluctuations. Thus, exchange rate fluctuations
could have a material adverse impact on our operating results and
stock price.
Since the majority of our shares of common stock are owned by
one significant stockholder our other stockholders may not be able
to influence control of our company or decision making by our
management.
One significant shareholder beneficially owns approximately 64% of
our outstanding common stock. The interests of this
stockholder may not be, at all times, the same as that of our other
shareholders. This significant shareholder will have the ability to
significantly influence the outcome of most corporate actions
requiring shareholder approval, including our merger with or into
another company, the sale of all or substantially all of our assets
and amendments to our articles of incorporation. This concentration
of ownership may also have the effect of delaying, deferring or
preventing a change of control of our company, which may be
disadvantageous to minority shareholders.
Since our directors and officers have the ability to be employed
by or consult for other companies, their other activities could
compete for time on our activities.
Our directors and officers may work with other mineral exploration
companies. They are not required to work exclusively for us
and do not devote all of their time to our operations. Therefore,
it is possible that a conflict of interest with regard to their
time may arise based on their employment by other companies. Their
other activities may prevent them from devoting full-time to our
operations which could slow our operations and may reduce our
financial results because of the slowdown in operations. It is
expected that our directors and officers will devote between 10 and 20 hours per
week to our operations on an ongoing basis, and when
required will devote whole days and even multiple days at a stretch
when property visits are required or when extensive analysis of
information is needed. We do not have any written procedures in
place to address conflicts of interest that may arise between our
business and the business activities of our directors and
officers.
Because our directors and officers may work for other companies
engaged in mineral exploration, a potential conflict of interest
could negatively impact our ability to acquire properties to
explore and to run our business.
Our directors and officers may work for other mining and mineral
exploration companies. Due to time demands placed on them and due
to the competitive nature of the exploration business, the
potential exists for conflicts of interest to occur from time to
time that could adversely affect our ability to conduct our
business. Their employment with other entities in addition to
limiting the amount of time they can dedicate to us as a director
or officer, may present a conflict of interest in helping us
identify and obtain the rights to mineral properties and as to
other business opportunities because they may also be considering
the same properties or opportunities for other companies they may
work or consult for.
Damage to the environment could result from our operations. If
our business is involved in one or more of these hazards, we may be
subject to claims of a significant size which could force us to
cease our operations.
Mineral resource exploration, production and related operations are
subject to extensive rules and regulations. Failure to comply with
these rules and regulations can result in substantial penalties.
Our cost of doing business may be affected by the regulatory burden
on the mineral industry since the rules and regulations frequently
are amended or interpreted. We cannot predict the future cost or
impact of complying with these laws.
Environmental enforcement efforts with respect to mineral
operations have increased over the years, and it is possible that
regulation could expand and have a greater impact on future mineral
exploration operations. Although our management intends to comply
with all legislation and/or actions of local, provincial, state and
federal governments, non-compliance with applicable regulatory
requirements could subject us to penalties, fines and regulatory
actions, the cost of which could harm our results of operations. We
cannot be sure that our proposed business operations will not
violate environmental laws in the future.
We are subject to extensive regulations relating to environmental
protection, including the generation, storage, handling, emission,
transportation and discharge of materials into the environment, and
relating to safety and health. We will also have to sustain the
cost of reclamation and environmental remediation for all work
undertaken which causes sufficient surface disturbance to
necessitate reclamation work. Other potential pollution
or damage must be cleaned and renewed. Our initial programs
do not require any reclamation or remediation other than minor
clean up and removal of supplies because of minimal disturbance to
the ground. The amount of these costs is not known at this
time as we do not know the extent of the exploration program we
will undertake, beyond completion of the recommended phases.
Because there is presently no information on the size, tenor, or
quality of any resource or reserve at this time, it is impossible
to assess the impact of any capital expenditures on our earnings or
competitive position in the event a potentially economic deposit is
discovered.
Risks Relating to Our Common Stock
Since public trading in our common stock is limited and
sporadic, there can be no assurance that our stockholders will be
able to liquidate their holdings of our common stock.
Our common stock price is currently quoted on the OTCQB under the
symbol “BLXX”. However, trading has been limited and sporadic
and we can provide no assurance that the market for our common
stock will be sustained. We cannot guarantee that any
stockholder will find a willing buyer for our common stock at any
price, much less a price that will result in realizing a profit on
an investment in our shares. There may be limited opportunity
for stockholders to liquidate any of their holdings in common stock
of our company. Trading volume may be insignificant and
stockholders may be forced to hold their investment in our shares
for an extended period of time. The lack of liquidity may
also cause stockholders to lose part or all of their investment in
our common stock.
Since public trading in our common stock is limited and
sporadic, the market price of our common stock may be subject to
wide fluctuations.
There is currently a limited public market for our common stock and
we can provide no assurance that the market for our common stock
will be sustained. If a market is sustained, however, we
anticipate that the market price of our common stock will be
subject to wide fluctuations in response to several factors,
including:
|
● |
actual or anticipated variations in
our results of operations; |
|
● |
our ability or inability to
generate revenues; |
|
● |
increased competition; and |
|
● |
conditions and trends in the mining
industry. |
Further, our stock price may be impacted by factors that are
unrelated or disproportionate to our operating performance.
These market fluctuations, as well as general economic,
political and market conditions, such as recessions, interest rates
or international currency fluctuations, may adversely affect the
market price of our common stock.
Our common stock is subject to the “penny stock” rules of the
SEC and the trading market in our securities is limited, which
makes transactions in our stock cumbersome and may reduce the value
of an investment in our stock.
Under U.S. federal securities legislation, our common stock will
constitute “penny stock”. Penny stock is any equity security
that has a market price of less than $5.00 per share, subject to
certain exceptions. For any transaction involving a penny
stock, unless exempt, the rules require that a broker or dealer
approve a potential investor’s account for transactions in
penny stocks, and the broker or dealer receive from the investor a
written agreement to the transaction, setting forth the identity
and quantity of the penny stock to be purchased. In order to
approve an investor’s account for transactions in penny stocks, the
broker or dealer must obtain financial information and investment
experience objectives of the person, and make a reasonable
determination that the transactions in penny stocks are suitable
for that person and the person has sufficient knowledge and
experience in financial matters to be capable of evaluating the
risks of transactions in penny stocks. The broker or dealer
must also deliver, prior to any transaction in a penny stock, a
disclosure schedule prepared by the SEC relating to the penny stock
market, which, in highlight form, sets forth the basis on which the
broker or dealer made the suitability determination. Brokers
may be less willing to execute transactions in securities subject
to the “penny stock” rules. This may make it more difficult for
investors to dispose of our common stock and cause a decline in the
market value of our stock. Disclosure also has to be made
about the risks of investing in penny stocks in both public
offerings and in secondary trading and about the commissions
payable to both the broker-dealer and the registered
representative, current quotations for the securities and the
rights and remedies available to an investor in cases of fraud in
penny stock transactions. Finally, monthly statements have to
be sent disclosing recent price information for the penny stock
held in the account and information on the limited market in penny
stocks.
The Financial Industry Regulatory Authority, or FINRA, has
adopted sales practice requirements which may also limit a
shareholder’s ability to buy and sell our stock.
In addition to the “penny stock” rules described above, FINRA has
adopted rules that require that in recommending an investment to a
customer, a broker-dealer must have reasonable grounds for
believing that the investment is suitable for that customer. Prior
to recommending speculative low priced securities to their
non-institutional customers, broker-dealers must make reasonable
efforts to obtain information about the customer’s financial
status, tax status, investment objectives and other information.
Under interpretations of these rules, FINRA believes that there is
a high probability that speculative low priced securities will not
be suitable for at least some customers. FINRA requirements make it
more difficult for broker-dealers to recommend that their customers
buy our common stock, which may limit your ability to buy and sell
our stock and have an adverse effect on the market for its
shares.
We may, in the future, issue additional shares of common stock,
which would reduce investors’ percent of ownership and may dilute
our share value.
Our Articles of Incorporation authorize the issuance of 400,000,000
shares of common stock. As of July 14, 2020, we had 264,541,664
shares of common stock outstanding. Accordingly, we may issue up to
an additional 158,458,336 shares of common stock. The future
issuance of common stock may result in substantial dilution in the
percentage of our common stock held by our then existing
shareholders. We may value any common stock issued in the future on
an arbitrary basis. The issuance of common stock for future
services or acquisitions or other corporate actions may have the
effect of diluting the value of the shares held by our investors,
and might have an adverse effect on any trading market for our
common stock.
State securities laws may limit secondary trading, which may
restrict the states in which and conditions under which you can
sell shares of our common stock.
Secondary trading in our common stock will not be possible in any
state until the common stock is qualified for sale under the
applicable securities laws of the state or an exemption from
registration is available for secondary trading in the state.
If we fail to register or qualify, or to obtain or verify an
exemption for the secondary trading of our common stock in any
particular state, the common stock could not be offered or sold to,
or purchased by, a resident of that state. In the event that a
significant number of states refuse to permit secondary trading in
our common stock, the liquidity for the common stock could be
significantly impacted thus causing you to realize a loss on your
investment.
Our company is subject to Multilateral Instrument 51-105 as
adopted by all jurisdictions in Canada except the Province of
Ontario which, among other things, imposes certain resale
restrictions and legend requirements on our shares.
As a reporting issuer in the Province of British Columbia, our
company is subject to Multilateral Instrument 51-105 which
regulates companies with certain connections to any jurisdiction in
Canada other than the Province of Ontario that have a class of
securities that has been assigned a ticker symbol by the Financial
Industry Regulatory Authority in the United States for use on any
of the over-the-counter markets in the United States and includes a
class of securities whose trades have been reported in the grey
market. In addition to disclosure and reporting obligations
required under MI 51-105, the instrument imposes certain resale
requirements of private placement securities acquired after the
ticker-symbol date including the following:
|
● |
a four-month period has passed from
the date of distribution of the security (unless the person is a
control person of the issuer in which case the person must hold the
security for a period of at least 6 months); |
|
● |
the number of securities the person
proposed to trade, plus the number of securities of the same class
that the person has traded in the prior 12 months does not exceed
5% of the issuer’s outstanding securities of the same class; |
|
● |
the person trades the securities
through an investment dealer registered in a jurisdiction in
Canada; |
|
● |
the investment dealer executes the
trade through any of the over-the-counter markets in the United
States; and |
|
● |
the certificate representing the
security bears a legend which states that the holder must not trade
the securities of the issuer unless the conditions in Section 13 of
MI 51-105 are met. |
As a result, it may be difficult for our shareholders to resell
their securities and may result in reducing demand for our shares
and reduced trading activity of our stock.
Because we do not intend to pay any cash dividends on our common
stock, our stockholders will not be able to receive a return on
their shares unless they sell them.
We intend to retain any future earnings to finance the development
and expansion of our business. We do not anticipate paying any cash
dividends on our common stock in the foreseeable future. Unless we
pay dividends, our stockholders will not be able to receive a
return on their shares unless they sell them. There is no assurance
that stockholders will be able to sell shares when desired.
| Item 1B. |
Unresolved staff
comments |
None.
We do not own any real estate or other property used in the
operation of our current business. Our principal executive office
is located at 5th Floor, 1177 Avenue of Americas, New
York. We believe that this space is sufficient until we are able to
generate significant revenues, if at all, and hire more
consultants.
We do not have any ownership or lease interests in any property
other than our mineral property interests described above in Item
1.
| Item 3. |
Legal Proceedings |
There are no pending legal proceedings to which we are a party or
in which any director, officer or affiliate of our company, or any
owner of record or beneficially of more than 5% of any class of
voting securities of our company is a party adverse to us or has a
material interest adverse to our company. Our property is not
the subject of any pending legal proceedings.
| Item 4. |
Mine Safety Disclosures |
Not applicable.
PART II
| Item 5. |
Market for Registrant’s Common
Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities |
Market Information
Quotation of our shares of common stock on the OTCQB was approved
on July 18, 2008 under the symbol “NAVA”. On July 31, 2013, our
quotation symbol on the OTCQB changed to “BLXX”, to reflect our
name change to “Blox Inc.”. The following table sets forth the high
and low bid prices of our common stock for our fiscal years ended
March 31, 2020 and March 31, 2019 as reported on the OTCQB. The
quotations reflect inter-dealer prices, without retail mark-up,
mark-down or commission, and may not represent actual
transactions.
Set forth below are the range of high and low bid quotations for
the periods indicated as reported by the OTC Bulletin Board. The
market quotations reflect inter-dealer prices, without retail
mark-up, mark-down or commissions and may not necessarily represent
actual transactions.
|
Quarter Ended |
|
High Price
($) |
|
Low Price
($) |
| March 31, 2020 |
|
0.28 |
|
0.02 |
| December 31, 2019 |
|
0.30 |
|
0.12 |
| September 30, 2019 |
|
0.20 |
|
0.12 |
| June 30, 2019 |
|
0.20 |
|
0.03 |
| March 31, 2019 |
|
0.20 |
|
0.10 |
| December 31, 2018 |
|
0.25 |
|
0.13 |
| September 30, 2018 |
|
0.25 |
|
0.14 |
| June 30, 2018 |
|
0.30 |
|
0.16 |
On July 14, 2020, the closing price of our common stock as reported
by OTCQB was $0.0095 per share
Transfer Agent
Our shares of common stock are issued in registered form. The
transfer agent and registrar for our common shares is Vstock
Transfer, LLC, 18 Lafayette Place, Woodmere New York 11598 Tel:
212-848-8436; Fax: 646-536-3179
Holders of Common Stock
As of July 14, 2020, we had 264,541,664 shares of our common stock
issued and outstanding held by 71 holders of record.
Dividends
The payment of dividends, if any, in the future, rests within the
sole discretion of our board of directors. The payment of dividends
will depend upon our earnings, our capital requirements and our
financial condition, as well as other relevant factors. We have not
declared any cash dividends since our inception and have no present
intention of paying any cash dividends on our common stock in the
foreseeable future.
There are no restrictions in our articles of incorporation or
bylaws, nor are we subject to any contractual restrictions, that
prevent us from declaring dividends. The Nevada Revised
Statutes, however, do prohibit us from declaring dividends
where, after giving effect to the distribution of the dividend:
|
1. |
We would not be able to pay our
debts as they become due in the usual course of business; or |
|
2. |
Our total assets would be less than
the sum of our total liabilities plus the amount that would be
needed to satisfy the rights of shareholders who have preferential
rights superior to those receiving the distribution. |
Securities Authorized Under Equity Compensation
Plans
The following table summarizes certain information regarding our
equity compensation plans as of March 31, 2020.
|
Plan category |
|
Number of securities to be
issued upon exercise of
outstanding options, warrants
and rights
(a) |
|
|
Weighted-average exercise
price of outstanding
options, warrants and
rights
(b) |
|
|
Number of securities
remaining available for
future issuance under equity
compensation plans
(excluding securities
reflected in column (a))
(c) |
|
|
Equity compensation plans approved by security holders |
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
Equity compensation plans not approved by security holders |
|
|
1,500,000 |
|
|
$ |
0.27 |
|
|
|
1,500,000 |
|
| Total |
|
|
1,500,000 |
|
|
|
|
|
|
|
1,500,000 |
|
On February 27, 2014, our board of directors adopted a new Stock
Option Plan (the “Plan”). The Plan provides for the grant of
incentive stock options to purchase shares of our common stock to
our directors, officers, employees and consultants. The Plan is
administered by our board of directors, except that it may, in its
discretion, delegate such responsibility to a committee comprised
of at least two directors. A maximum of 10,000,000 shares are
reserved and set aside for issuance under the Plan. Each option,
upon its exercise, entitles the optionee to acquire one share of
our common stock, upon payment of the applicable exercise price.
The exercise price will be determined by the board of directors at
the time of grant. Stock options may be granted under the Plan for
an exercise period of up to ten years from the date of grant of the
option or such lesser periods as may be determined by the board,
subject to earlier termination in accordance with the terms of the
Plan.
Unregistered Sales of Equity Securities and Use of
Proceeds
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.
The above securities were issued to non-US persons (as that term is
defined in Regulation S of the Securities Act of 1933), in offshore
transactions relying on Regulation S of the Securities Act of 1933,
as amended.
Purchases of Equity Securities by the Issuer and Affiliated
Purchasers
None.
|
Item 6. |
Selected Financial Data |
Not applicable.
| Item 7. |
Management’s Discussion and
Analysis of Financial Condition and Results of Operations |
The following discussion should be read in conjunction with our
financial statements and the related notes that appear elsewhere in
this annual report. The following discussion contains
forward-looking statements that reflect our plans, estimates and
beliefs. Our actual results could differ materially from those
discussed in the forward looking statements. Factors that could
cause or contribute to such differences include those discussed
below and elsewhere in this annual report on Form 10-K.
Overview
We were incorporated in the State of Nevada on July 21, 2005 and
are engaged in the exploration of early-stage mineral properties.
On August 6, 2014, we announced that we entered into a Deed of
Assignment and Assumption Agreement dated July 24, 2014 with Joseph
Boampong Memorial Institute Ltd. and Equus Mining Ltd., Burey Gold
Guinee sarl and Burey Gold Limited and, collectively with EML and
BGGs, pursuant to which we agreed to assume JBMIL’s right to
acquire a 78% beneficial interest in the Mansounia Concession. We
also announced that we had exercised that right and had acquired a
78% beneficial interest in the Mansounia Property.
Plan of Operation
In the coming year, we plan to negotiate permits and initiate
exploration programs for three prospective concessions (Asamankese,
Osenase and Pramkese ) in the Birim Region of Ghana.
We intend to renew permits for the concessions for their
prospective gold and diamond potential, and to explore the market
for other viable assets. All three concession licences have expired
and require an estimated $100,000 to renew. We are currently in
discussions with prospective equity investors to finance the
renewal costs, however no agreement has been secured. Nevertheless,
in order to secure necessary financing, we will be required to
increase our authorized capital.
Going Concern
Our financial statements are prepared using generally accepted
accounting principles in the United States of America applicable to
a going concern, which contemplates the realization of assets and
liquidation of liabilities in the normal course of business. We
have not yet established an ongoing source of revenues sufficient
to cover our operating costs and to allow us to continue as a going
concern. As of March 31, 2020, we had an accumulated deficit of
$35,327,528. Our ability to continue as a going concern is
dependent on our ability to continue obtaining adequate capital to
fund operating losses until we become profitable. If we are unable
to obtain adequate capital, we could be forced to significantly
curtail or cease operations.
We will need to raise additional funds to finance continuing
operations. However, there are no assurances that we will be
successful in raising additional funds. Without sufficient
additional financing, it would be unlikely for us to continue as a
going concern. Our ability to continue as a going concern is
dependent upon our ability to successfully accomplish the plans
described in this annual report and eventually secure other sources
of financing and attain profitable operations.
Results of Operations
Years Ended March 31, 2020 and 2019
The following summary of our results of operations should be read
in conjunction with our audited consolidated financial statements
for the years ended March 31, 2020 and 2019 which are included
herein.
Expenses
Our operating expenses were as follows:
| |
|
Year ended March 31, 2020
($) |
|
|
Year ended March 31, 2019
($) |
|
| Operating Expenses |
|
|
|
|
|
|
| Consulting and
professional fees |
|
|
154,229 |
|
|
|
211,760 |
|
| Exploration |
|
|
52,802 |
|
|
|
194,117 |
|
| Foreign exchange |
|
|
(3,222 |
) |
|
|
1,680 |
|
| Office and administration fees |
|
|
33,170 |
|
|
|
35,026 |
|
| Travel |
|
|
- |
|
|
|
2,777 |
|
| |
|
|
|
|
|
|
|
|
| Total Operating
Expenses |
|
|
236,979 |
|
|
|
445,360 |
|
| |
|
|
|
|
|
|
|
|
| Other Income
(Loss) |
|
|
|
|
|
|
|
|
| Interest expense (income) |
|
|
(5,706 |
) |
|
|
47 |
|
| (Loss) gain on derivative |
|
|
(25,016 |
) |
|
|
(33,788 |
) |
| Accretion |
|
|
(117,577 |
) |
|
|
- |
|
| Debt issuance cost – convertible
debt |
|
|
(10,000 |
) |
|
|
- |
|
| Write-off mineral property |
|
|
(931,722 |
) |
|
|
- |
|
| Loss on disposal of equipment |
|
|
- |
|
|
|
(2,186 |
) |
| Shareholder expense |
|
|
(11,532,000 |
) |
|
|
(11,136,000 |
) |
| Net Loss for the
Year |
|
|
(12,858,000 |
) |
|
|
(11,615,101 |
) |
| |
|
|
|
|
|
|
|
|
| Unrealized gain on investment in
shares |
|
|
(36,188 |
) |
|
|
19,225 |
|
| |
|
|
|
|
|
|
|
|
| Comprehensive Loss
for the Year |
|
|
(12,894,188 |
) |
|
|
(11,595,876 |
) |
The net loss and comprehensive loss for the year ended March 31,
2020 (“Fiscal 2020) were $12,858,000 and $12,894,188, respectively,
as compared to the net loss and comprehensive loss for the year
ended March 31, 2019 (“Fiscal 2019) of $11,615,101 and $11,595,876,
respectively. Operating expenses for the Fiscal 2020 are totaled
$236,979 compared to the Fiscal 2019 of $445,360, a decrease of
$208,381. Some of the more items contributing to the net loss and
comprehensive loss for the Fiscal 2020 and Fiscal 2019 were as
follows:
|
● |
Exploration expenses of $52,802
(March 31, 2019 - $194,117). The exploration decreased when
compared to the cost in Fiscal 2019. In Fiscal 2019, the Company
has hired more geological consultants to work on feasibility
towards obtaining the mining license. |
|
● |
Consulting and professional fees of
$154,229 (March 31, 2019 - $211,760). The decrease is due to the
Company is cutting back the management fees in the current
year. |
|
● |
Office and administration costs of
$33,170 (March 31, 2019: $35,026). The decrease is due to the less
filing fees incurred in current year. |
|
● |
Foreign exchange gain of $3,222
(March 31, 2019 - $1,680 loss). The higher foreign exchange
expenses incurred in 2019 is due to the shareholder loan was
received in Canadian dollars, which has been depreciating over the
year. |
|
● |
Loss on the investment in warrants
of $25,016 (March 31, 2019: $33,788). The loss in the current year
is due to holding the investment in Ashanti Sankofa Inc’s
(TSX.V-ASI)’ warrants. The fair value of warrants of ASI decreased
during the current year. |
|
● |
Accretion of $117,577 (March 31,
2019 - $Nil). The accretion is from the convertible debenture and
there is no such expense in prior year. |
|
● |
Shareholder expense of $11,532,000
(March 31, 2019 - $11,136,000). The shareholder expense recorded is
due to extension of the expiry date of 88 million warrants from
February 27, 2020 to February 27, 2021. |
|
● |
Loss on disposal of minerals
interest of $931,722 (March 31, 2019 - $Nil). The loss on disposal
of minerals interest is caused from lose the exploration license
for Mansounia Gold Project. |
|
● |
Unrealized loss on the investment
in common shares of $36,188 (March 31, 2019: $19,225 gain). The
unrealized loss in the current year is due to holding the
investment in Ashanti Sankofa Inc’s (TSX.V-ASI)’ common shares. The
market value of ASI’s common shares decreased for the current
year. |
Liquidity and Capital Resources
Working Capital
|
|
|
At March 31,
2020
($) |
|
|
At March 31,
2019
($) |
|
| Current assets |
|
|
32,718 |
|
|
|
14,959 |
|
| Current liabilities |
|
|
810,779 |
|
|
|
558,354 |
|
| Working capital (deficiency) |
|
|
778,061 |
|
|
|
543,395 |
|
Current Assets
The increase in current assets as of March 31, 2020 compared to
March 31, 2019 was primarily due to an increase in cash of
$17,759.
Current Liabilities
Current liabilities as at March 31, 2020 increased by $252,425 due
to an increase of $120,480 in convertible debenture and a
shareholder loan from a significant shareholder in the sum of
$61,868.
Cash Flow
Our cash flow for the years ended March 31, 2020 and 2019 was as
follows:
| |
|
Year Ended
March 31,
2020
($) |
|
|
Year Ended
March 31,
2019
($) |
|
| Net cash used in operating
activities |
|
|
(119,741 |
) |
|
|
(48,136 |
) |
| Net cash used in investing
activities |
|
|
- |
|
|
|
(23,850 |
) |
| Net cash provided by financing
activities |
|
|
137,500 |
|
|
|
53,297 |
|
| Net (decrease) increase in cash and
cash equivalents |
|
|
17,759 |
|
|
|
(18,689 |
) |
Operating activities
The increase in net cash used in operating activities from Fiscal
2019 to Fiscal 2020 was primarily as a result of the most operating
activities were funded by a convertible debenture financing and
shareholder’s advance.
Financing activities
The increased net cash provided by financing activities from Fiscal
2019 to Fiscal 2020 was primarily as a result of most proceeds from
convertible debenture received in Fiscal 2020.
Investing activities
The decreased net cash provided by investing activities from Fiscal
2019 to Fiscal 2020 was primarily as a result of no sufficient cash
to invest the potential projects.
Critical Accounting Policies
|
(i) |
Determination of functional currencies |
In determining our functional currency, we periodically review our
primary and secondary indicators to assess the primary economic
environment in which we operate in determining our functional
currencies. We analyze 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. We also analyze 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 our predominant economic environment requires
significant judgment.
Our consolidated financial statements have been prepared on a going
concern basis, which implies we will continue to realize our assets
and discharge our liabilities in the normal course of business. We
have incurred a net loss of $12,858,000 and $11,615,101 for the
years ended March 31, 2020 and March 31, 2019, respectively, and
have incurred cumulative losses since inception of $35,327,528 as
at March 31, 2020. These factors raise substantial doubt about the
ability of our company to continue as a going concern. The
continuation of our company as a going concern is dependent upon
the continued financial support from our shareholders, the ability
of our company to obtain the necessary debt and/or equity financing
to continue operations. Our 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 we be unable to continue
as a going concern. Management of our 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.
Cash Requirements
Our current cash position is not sufficient to meet our present and
near-term cash needs. We will require additional cash
resources, including the sale of equity or debt securities, to meet
our planned capital expenditures and working capital
requirements. For the next 12 months we estimate that our
capital needs will be $1,250,000 to $1,500,000 and we currently
have approximately $27,551 in cash. We will seek to sell additional
equity or debt securities or obtain additional credit facilities.
The sale of additional equity securities will result in dilution to
our stockholders. The incurrence of indebtedness will result in
increased debt service obligations and could require us to agree to
operating and financial covenants that could restrict our
operations or modify our plans to grow the business. Financing may
not be available in amounts or on terms acceptable to us, if at
all. Any failure by us to raise additional funds on terms favorable
to us, or at all, will limit our ability to expand our business
operations and could harm our overall business prospects.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our
financial condition, changes in financial condition, revenues or
expenses, results of operations, liquidity, capital expenditures or
capital resources that is material to our stockholders.
Contractual Obligations
Not applicable.
| Item 7A. |
Quantitative and Qualitative
Disclosures About Market Risk |
Not applicable.
| Item 8. |
Financial Statements and
Supplementary Data |
Blox, Inc.
Consolidated Financial
Statements
For the Years ended March 31, 2020 and 2019
(Expressed in U.S. Dollars)
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of
Blox, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of
Blox, Inc. (the “Company”) as at March 31, 2020 and 2019, the
related consolidated statements of comprehensive loss, changes in
stockholders’ (deficiency) equity, and cash flows, for the years
then ended, and the related notes (collectively referred to as the
“financial statements”). In our opinion, the financial statements
present fairly, in all material respects, the financial position of
the Company as at March 31, 2020 and 2019, and the results of its
operations and its cash flows for the years then ended, in
conformity with accounting principles generally accepted in the
United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on the
Company’s financial statements based on our audits. We are a public
accounting firm registered with the Public Company Accounting
Oversight Board (United States) (“PCAOB”) and are required to be
independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of
the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the
PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error
or fraud. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial
reporting. As part of our audits, we are required to obtain an
understanding of internal control over financial reporting, but not
for the purpose of expressing an opinion on the effectiveness of
the Company’s internal control over financial reporting.
Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of
material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those
risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the financial
statements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as
well as evaluating the overall presentation of the financial
statements. We believe that our audits provide a reasonable basis
for our opinion.
Emphasis of Matter
The accompanying financial statements referred to above have been
prepared assuming the Company will continue as a going concern. As
discussed in Note 2 to the financial statements, the Company
incurred losses from operations since inception, has not attained
profitable operations and is dependent upon obtaining adequate
financing to fulfill its operating activities. These conditions
raise substantial doubt about the Company’s ability to continue as
a going concern. Management’s plans in regard to these matters are
also discussed in Note 2. The financial statements do not include
any adjustments that might result from the outcome of this
uncertainty.
We have served as the Company’s auditor since 2013.
| |
 |
| |
|
| July 10, 2020 |
Chartered Professional
Accountants |
|
|
PO Box 10007, 1630 – 609 Granville
Street, Vancouver, British Columbia, Canada V7Y 1A1 |
|
 |
Tel:
(604) 687 – 5841 Fax: (604) 687 –
0075 www.morgancollp.com |
 |
Blox, Inc.
Consolidated Balance Sheets
(Expressed in U.S. Dollars)
| |
|
As
At |
|
|
As At |
|
| |
|
March 31, 2020 |
|
|
March 31,
2019 |
|
| |
|
|
|
|
|
|
| ASSETS |
|
|
|
|
|
|
| Current Assets |
|
|
|
|
|
|
|
Cash (Note 10) |
|
$ |
27,551 |
|
|
$ |
9,792 |
|
|
Prepaid expenses |
|
|
5,167 |
|
|
|
5,167 |
|
|
Total Current Assets |
|
|
32,718 |
|
|
|
14,959 |
|
| |
|
|
|
|
|
|
|
|
| Long
term investments (Note 5) |
|
|
61,091 |
|
|
|
122,295 |
|
|
Equipment (Note 6) |
|
|
71,560 |
|
|
|
71,560 |
|
|
Mineral properties (Note 7) |
|
|
- |
|
|
|
931,722 |
|
|
Total Assets |
|
$ |
165,369 |
|
|
$ |
1,140,536 |
|
| |
|
|
|
|
|
|
|
|
|
LIABILITIES |
|
|
|
|
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities (Note 14) |
|
$ |
294,379 |
|
|
$ |
229,008 |
|
| Due
to shareholder (Note 11) |
|
|
391,214 |
|
|
|
329,346 |
|
|
Convertible debenture (Note 12) |
|
|
120,480 |
|
|
|
- |
|
|
Loan interest payable (Note 12) |
|
|
4,706 |
|
|
|
- |
|
|
Total Liabilities |
|
|
810,779 |
|
|
|
558,354 |
|
| |
|
|
|
|
|
|
|
|
|
STOCKHOLDERS’ (DEFICIENCY) EQUITY |
|
|
|
|
|
|
|
|
|
Common Stock
(Note
9)
– 400,000,000
authorized
– 144,647,664 issued
(2019 – 142,822,664)
|
|
|
1,328 |
|
|
|
1,309 |
|
|
Additional Paid-in Capital |
|
|
7,382,603 |
|
|
|
7,337,352 |
|
|
Contributed Surplus |
|
|
27,279,356 |
|
|
|
15,658,030 |
|
|
Accumulated Other Comprehensive Income |
|
|
18,831 |
|
|
|
55,019 |
|
|
Deficit |
|
|
(35,327,528 |
) |
|
|
(22,469,528 |
) |
|
Total Stockholders’ (Deficiency) Equity |
|
|
(645,410 |
) |
|
|
582,182 |
|
|
Total Liabilities and Stockholders’ (Deficiency) Equity |
|
$ |
165,369 |
|
|
$ |
1,140,536 |
|
See accompanying notes to the consolidated financial
statements.
Blox, Inc.
Consolidated Statements of Comprehensive loss
(Expressed in U.S. Dollars)
| |
|
Years Ended |
|
| |
|
March 31, 2020 |
|
|
March 31,
2019 |
|
| |
|
|
|
|
|
|
| Operating Expenses |
|
|
|
|
|
|
|
Consulting and professional fees (Note 14) |
|
$ |
154,229 |
|
|
$ |
211,760 |
|
|
Exploration (Note 7) |
|
|
52,802 |
|
|
|
194,117 |
|
|
Foreign exchange |
|
|
(3,222 |
) |
|
|
1,680 |
|
| Office
and administration fees (Note 14) |
|
|
33,170 |
|
|
|
35,026 |
|
|
Travel |
|
|
- |
|
|
|
2,777 |
|
|
Total Operating Expenses |
|
|
(236,979 |
) |
|
|
(445,360 |
) |
| |
|
|
|
|
|
|
|
|
|
Other (Loss) Income |
|
|
|
|
|
|
|
|
|
Interest (expense) income |
|
|
(4,706 |
) |
|
|
47 |
|
| Loss
on investment in warrants (Note 5) |
|
|
(25,016 |
) |
|
|
(33,788 |
) |
|
Accretion (Note 12) |
|
|
(117,577 |
) |
|
|
- |
|
| Debt
issuance cost (Note 12) |
|
|
(10,000 |
) |
|
|
- |
|
| Loss
on disposal of mineral interest (Note 7) |
|
|
(931,722 |
) |
|
|
- |
|
|
Shareholder expense (Note 9) |
|
|
(11,532,000 |
) |
|
|
(11,136,000 |
) |
|
Net Loss for the Year |
|
|
(12,858,000 |
) |
|
|
(11,615,101 |
) |
| |
|
|
|
|
|
|
|
|
|
Other Comprehensive Income |
|
|
|
|
|
|
|
|
|
Unrealized (loss) gain on investment in common shares (Note 5) |
|
|
(36,188 |
) |
|
|
19,225 |
|
|
Comprehensive Loss for the Year |
|
$ |
(12,894,188 |
) |
|
$ |
(11,595,876 |
) |
|
Net Loss Per Common Share |
|
$ |
(0.09 |
) |
|
$ |
(0.08 |
) |
|
Weighted Average Number of Shares Outstanding – Basic |
|
|
143,071,431 |
|
|
|
143,030,780 |
|
See accompanying notes to the consolidated financial
statements.
Blox, Inc.
Consolidated Statements of Changes in Stockholders’ Equity
Years ended March 31, 2020 and 2019
(Expressed in U.S. Dollars)
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
Additional |
|
|
Share |
|
|
|
|
|
Other |
|
|
|
|
|
Stockholders’ |
|
| |
|
Common
Stock |
|
|
Paid-in |
|
|
Subscriptions |
|
|
Contributed |
|
|
Comprehensive |
|
|
|
|
|
(Deficiency) |
|
| |
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Received |
|
|
Surplus |
|
|
Income |
|
|
Deficit |
|
|
Equity |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March
31, 2018 |
|
|
108,611,814 |
|
|
$ |
967 |
|
|
$ |
5,957,211 |
|
|
$ |
1,469,516 |
|
|
$ |
4,379,700 |
|
|
$ |
35,794 |
|
|
$ |
(10,854,427 |
) |
|
$ |
988,761 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Private
placement (Notes 9(a)) |
|
|
30,000,000 |
|
|
|
300 |
|
|
|
752,700 |
|
|
|
(1,469,516 |
) |
|
|
747,000 |
|
|
|
- |
|
|
|
- |
|
|
|
30,484 |
|
|
Stock
options exercised (Note 9(d)) |
|
|
3,754,600 |
|
|
|
38 |
|
|
|
593,225 |
|
|
|
- |
|
|
|
(593,263 |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
Unrealized
gain on investment in common shares (Note 5) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
19,225 |
|
|
|
- |
|
|
|
19,225 |
|
|
Common
shares issued from warrants exercised (Note 9(c)) |
|
|
456,250 |
|
|
|
4 |
|
|
|
34,216 |
|
|
|
- |
|
|
|
(11,407 |
) |
|
|
- |
|
|
|
- |
|
|
|
22,813 |
|
|
Warrant
extension (Note 9(c)) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
11,136,000 |
|
|
|
- |
|
|
|
- |
|
|
|
11,136,000 |
|
|
Net
loss for the year |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(11,615,101 |
) |
|
|
(11,615,101 |
) |
| March
31, 2019 |
|
|
142,822,664 |
|
|
|
1,309 |
|
|
|
7,337,352 |
|
|
|
- |
|
|
|
15,658,030 |
|
|
|
55,019 |
|
|
|
(22,469,528 |
) |
|
|
582,182 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized
loss on investment in common shares (Note 5) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(36,188 |
) |
|
|
- |
|
|
|
(36,188 |
) |
|
Commitment
shares issued (Note 9(b)) |
|
|
300,000 |
|
|
|
3 |
|
|
|
13,836 |
|
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
13,839 |
|
|
Warrants
exercised (Note 9(c)) |
|
|
50,000 |
|
|
|
1 |
|
|
|
3,744 |
|
|
|
- |
|
|
|
(1,245 |
) |
|
|
- |
|
|
|
- |
|
|
|
2,500 |
|
|
Warrants
issued (Note 9(c)) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
50,867 |
|
|
|
- |
|
|
|
- |
|
|
|
50,867 |
|
|
Warrant
extension (Note 9(c)) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
11,532,000 |
|
|
|
- |
|
|
|
- |
|
|
|
11,532,000 |
|
|
Convertible
debenture-equity portion (Note 12) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
46,638 |
|
|
|
- |
|
|
|
- |
|
|
|
46,638 |
|
|
Convertible
debenture converted to shares (Note 9(b)) |
|
|
1,475,000 |
|
|
|
15 |
|
|
|
27,671 |
|
|
|
- |
|
|
|
(6,934 |
) |
|
|
- |
|
|
|
- |
|
|
|
20,752 |
|
|
Net
loss for the year |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(12,858,000 |
) |
|
|
(12,858,000 |
) |
|
March
31, 2020 |
|
|
144,647,664 |
|
|
$ |
1,328 |
|
|
$ |
7,382,603 |
|
|
$ |
- |
|
|
$ |
27,279,356 |
|
|
$ |
18,831 |
|
|
$ |
(35,327,528 |
) |
|
$ |
(645,410 |
) |
See accompanying notes to the consolidated financial
statements.
Blox, Inc.
Consolidated Statements of Cash Flows
(Expressed in U.S. Dollars)
| |
|
Years Ended |
|
| |
|
March 31,
2020 |
|
|
March
31,
2019 |
|
| CASH PROVIDED BY
(USED IN): |
|
|
|
|
|
|
| OPERATING
ACTIVITIES |
|
|
|
|
|
|
| Net loss for the year |
|
$ |
(12,858,000 |
) |
|
$ |
(11,615,101 |
) |
| Non-cash items: |
|
|
|
|
|
|
|
|
| Accretion |
|
|
117,577 |
|
|
|
- |
|
| Loss on
investment in warrants |
|
|
25,016 |
|
|
|
33,788 |
|
| Loss on disposal
of mineral interest |
|
|
931,722 |
|
|
|
- |
|
| Shareholder
expense |
|
|
11,532,000 |
|
|
|
11,136,000 |
|
| Changes in non-cash working
capital: |
|
|
|
|
|
|
|
|
| Prepaid
expenses |
|
|
- |
|
|
|
(1,000 |
) |
| Accounts payable
and accrued liabilities |
|
|
65,369 |
|
|
|
125,032 |
|
| Loan interest
payable |
|
|
4,706 |
|
|
|
- |
|
| Due
to shareholder |
|
|
61,869 |
|
|
|
273,145 |
|
| Cash
used in operating activities |
|
|
(119,741 |
) |
|
|
(48,136 |
) |
| |
|
|
|
|
|
|
|
|
| INVESTING
ACTIVITIES |
|
|
|
|
|
|
|
|
| Purchase of
long-term investments |
|
|
- |
|
|
|
(23,850 |
) |
|
Cash used in investing activities |
|
|
- |
|
|
|
(23,850 |
) |
| |
|
|
|
|
|
|
|
|
| FINANCING
ACTIVITIES |
|
|
|
|
|
|
|
|
| Proceeds from private
placement |
|
|
- |
|
|
|
30,484 |
|
| Proceeds from convertible
debenture |
|
|
150,000 |
|
|
|
- |
|
| Convertible debenture transaction
costs |
|
|
(15,000 |
) |
|
|
- |
|
| Warrants
exercised |
|
|
2,500 |
|
|
|
22,813 |
|
|
Cash provided by financing activities |
|
|
137,500 |
|
|
|
53,297 |
|
| |
|
|
|
|
|
|
|
|
| Increase (Decrease)
in Cash |
|
|
17,759 |
|
|
|
(18,689 |
) |
|
Cash, Beginning of Year |
|
|
9,792 |
|
|
|
28,481 |
|
| Cash,
End of Year |
|
$ |
27,551 |
|
|
$ |
9,792 |
|
| |
|
|
|
|
|
|
|
|
| Non-Cash
Transactions |
|
|
|
|
|
|
|
|
|
Cashless stock option exercise |
|
$ |
- |
|
|
$ |
593,263 |
|
See accompanying notes to the consolidated financial
statements.
Blox, Inc.
Notes to Consolidated Financial Statements
Years ended March 31, 2020 and 2019
(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 acquiring and exploring mineral
properties plus the development of mineral resources for mining
with the intent of applying green innovation plus renewable energy
and technology to traditional mining methods.
|
(a) |
Statement of Compliance |
These 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 consolidated financial statements of the Company comprise the
Company and its subsidiaries, Blox Energy Inc. and Blox Minerals
Guinea. These consolidated financial statements are prepared on the
historical cost basis. These 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 fair value have been included. All intercompany balances and
transactions have been eliminated upon consolidation.
|
(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. |
|
(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.
Blox, Inc.
Notes to Consolidated Financial Statements
Years ended March 31, 2020 and 2019
(Expressed in U.S. Dollars)
|
2. |
Basis of Presentation
(continued) |
|
(d) |
Significant Accounting Judgments
and Estimates (continued) |
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 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
$12,858,000 and $11,615,101 for the years ended March 31, 2020 and
2019, respectively, and has incurred cumulative losses since
inception of $35,327,528 (2019 - $22,469,528) as at March 31,
2020.
These factors raise substantial doubt about the ability of the
Company to continue as a 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 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.
Since December 31, 2019, the outbreak of the novel strain of
coronavirus, specifically identified as “COVID-19”, has resulted in
a widespread health crisis that has affected economies and
financial markets around the world resulting in an economic
downturn. This outbreak may also cause staff shortages, reduced
customer demand, increased government regulations or interventions,
all of which may negatively impact the business, financial
condition or results of operations of the Company. The duration and
impact of the COVID-19 outbreak is unknown at this time and it is
not possible to reliably estimate the length and severity of these
developments.
The inputs in the Black-Scholes option pricing model to value the
extension of the share purchase warrants (Note 9).
Blox, Inc.
Notes to Consolidated Financial Statements
Years ended March 31, 2020 and 2019
(Expressed in U.S. Dollars)
|
3. |
Significant Accounting
Policies |
|
(a) |
Foreign Currency
Accounting |
|
i) |
Foreign Currency
Transactions |
Transactions in foreign currencies are translated to the respective
functional currencies of the Company’s entities at exchange rates
at the dates of the transactions. Monetary assets and liabilities
denominated in foreign currencies at the reporting date are
retranslated to the functional currency at the exchange rate at
that date. Non-monetary assets and liabilities denominated in
foreign currencies that are measured at fair value are retranslated
to the functional currency at the exchange rate at the date that
the fair value was determined. Non-monetary items that are measured
in terms of historical costs in a foreign currency are translated
using the exchange rate at the date of the transaction. Foreign
currency differences arising on retranslation are recognized in
profit or loss, except for differences arising on the translation
of available-for-sale financial instruments, which are recognized
in other comprehensive income.
The assets and liabilities of foreign operations are translated to
U.S. dollars at exchange rates at the reporting date. The income
and expenses of foreign operations are translated to U.S. dollars
at exchange rates at the dates of the transactions. Foreign
currency differences are recognized in other comprehensive income.
When a foreign operation is disposed of, the relevant amount in the
accumulated other comprehensive income is transferred to profit or
loss as part of the gain or loss on disposal.
Cash includes cash deposited at banks and highly liquid investments
with original maturities of three months or less when
purchased.
|
(c) |
Financial Instruments |
Financial assets
All financial assets are initially recorded at fair value and
classified upon inception into one of the following four
categories: held to maturity, available for sale, loans and
receivables or at fair value through profit or loss (“FVTPL”).
Financial assets classified as FVTPL are measured at fair value
with unrealized gains and losses recognized through earnings. The
Company’s cash is classified as FVTPL. Financial assets classified
as loans and receivables and held to maturity assets are measured
at amortized cost. Financial assets classified as available for
sale are measured at fair value with unrealized gains and losses
recognized in other comprehensive income and loss except for losses
in value that are considered other than temporary which are
recognized in earnings.
Transaction costs associated with FVTPL financial assets are
expensed as incurred, while transaction costs associated with all
other financial assets are included in the initial carrying amount
of the asset.
A financial asset is assessed at each reporting date to determine
whether there is any objective evidence that it is impaired. A
financial asset is considered to be impaired if objective evidence
indicates that one or more events have had a negative effect on the
estimated future cash flows of that asset.
An impairment loss in respect of a financial asset measured at
amortized cost is calculated as the difference between its carrying
amount and the present value of the estimated future cash flows,
discounted at the original effective interest rate.
Individually significant financial assets are tested for impairment
on an individual basis. The remaining financial assets are assessed
collectively in groups that share similar credit risk
characteristics.
Blox, Inc.
Notes to Consolidated Financial Statements
Years ended March 31, 2020 and 2019
(Expressed in U.S. Dollars)
|
3. |
Significant Accounting Policies (continued) |
|
(c) |
Financial Instruments
(continued) |
An impairment loss is reversed if the reversal can be related
objectively to an event occurring after the impairment loss was
recognized. For financial assets measured at amortized cost, this
reversal is recognized in profit or loss.
Financial liabilities
All financial liabilities are initially recorded at fair value and
classified upon inception as FVTPL or other financial
liabilities.
Financial liabilities classified as other financial liabilities are
initially recognized at fair value less directly attributable
transaction costs. After initial recognition, other financial
liabilities are subsequently measured at amortized cost using the
effective interest rate method. The effective interest rate method
is a method of calculating the amortized cost of a financial
liability and of allocating interest expense over the relevant
period. The effective interest rate is the rate that discounts
estimated future cash payments through the expected life of the
financial liability, or, where appropriate, a shorter period. The
Company’s liabilities are classified as other financial
liabilities.
Financial liabilities classified as FVTPL include financial
liabilities held for trading and financial liabilities designated
upon initial recognition as FVTPL. Derivatives, including separated
embedded derivatives are also classified as held for trading and
recognized at fair value with changes in fair value recognized in
earnings unless they are designated as effective hedging
instruments. Fair value changes on financial liabilities classified
as FVTPL are recognized in earnings.
Equipment is carried at cost less accumulated depreciation and
impairment losses, if any. Depreciation is provided at rates and
methods designed to write off cost of the assets over their
estimated useful lives as follows:
| |
Machinery |
20% declining balance |
Management reviews the depreciation method, useful lives and
residual values annually and accounts for any changes in estimates
on a prospective basis. Where an item of plant and equipment
comprises major components with different useful lives, the
components are accounted for as separate items of production
facility, and depreciated separately.
|
(e) |
Impairment of Non-Financial
Assets |
The Company accounts for the impairment or disposal of long-lived
assets according to the Financial Accounting Standards Board’s
(“FASB’) Accounting Standards Codification (“ASC”) 360 “Property
Plant and Equipment”. ASC 360 clarifies the accounting for the
impairment of long-lived assets and for long-lived assets to be
disposed of, including the disposal of business segments and major
lines of business. Long-lived assets are reviewed when facts and
circumstances indicate that the carrying value of the asset may not
be recoverable. When necessary, impaired assets are written down to
estimated fair value based on the best information available.
Estimated fair value is generally based on either appraised value
or measured by discounting estimated future cash flows.
Considerable management judgment is necessary to estimate
discounted future cash flows. Accordingly, actual results could
vary significantly from such estimates.
Impairment tests on intangible assets with indefinite useful
economic lives are undertaken annually at the financial year end.
Other non-financial assets are subject to impairment tests whenever
events or changes in circumstances indicate their carrying amount
may not be recoverable. Where the carrying value of an asset
exceeds its fair value, the asset is written down accordingly.
Blox, Inc.
Notes to Consolidated Financial Statements
Years ended March 31, 2020 and 2019
(Expressed in U.S. Dollars)
|
3. |
Significant Accounting
Policies (continued) |
|
(f) |
Decommissioning
Liabilities |
A legal or constructive obligation to incur restoration,
rehabilitation and environmental costs may arise when environmental
disturbance is caused by the operation of an alternative energy
plant. Such costs arising from the decommissioning of plant and
other site preparation work, discounted to their net present value,
are provided for and capitalized to the carrying amount of the
asset, as soon as the obligation to incur such costs arises. A
pre-tax discount rate that reflects the time value of money and the
risks specific to the liability are used to calculate the net
present value of the expected future cash flows. These costs are
charged to profit on loss over the economic life of the related
asset, through depreciation expense using relevant amortization
method. The related liability is progressively increased each
period as the effect of discounting unwinds, creating an expense
recognized in profit or loss. The liability is assessed at each
reporting date for changes to the current market-based discount
rate, amount or timing of the underlying cash flows needed to
settle the obligation.
The Company has no material restoration, rehabilitation and
environmental costs as the disturbance to date is minimal.
Income taxes are accounted for under the liability method of
accounting for income taxes. Under the liability method, future tax
liabilities and assets are recognized for the estimated future tax
consequences attributable to differences between the amounts
reported in the financial statement carrying amounts of assets and
liabilities and their respective tax bases. Future tax assets and
liabilities are measured using enacted or substantially enacted
income tax rates expected to apply when the asset is realized or
the liability settled. The effect of a change in income tax rates
on future income tax liabilities and assets is recognized in income
in the period that the change occurs. Future income tax assets are
recognized to the extent that they are considered more likely than
not to be realized.
The FASB has issued ASC 740 “Income Taxes”. ASC 740 clarifies the
accounting for uncertainty in income taxes recognized in a
company’s financial statements. This standard requires a company to
determine whether it is more likely than not that a tax position
will be sustained upon examination based on the technical merits of
the position. If the more-likely-than-not threshold is met, a
company must measure the tax position to determine the amount to
recognize in the financial statements.
As a result of the implementation of this standard, the Company
performed a review of its material tax positions in accordance with
recognition and measurement standards established by ASC 740 and
concluded that the tax position of the Company has not met the
more-likely-than-not threshold as of March 31, 2020.
The Company computes loss per share in accordance with ASC 260,
“Earnings per Share”, which requires presentation of both basic and
diluted loss per share on the face of the statement of operations.
Basic loss per share is computed by dividing net loss available to
common shareholders (numerator) by the weighted average number of
shares outstanding (denominator) during the period. Diluted loss
per share gives effect to all dilutive potential common shares
outstanding during the period using the treasury stock method and
convertible preferred stock using the if-converted method. In
computing diluted loss per share, the average stock price for the
period issued in determining the number of shares assumed to be
purchased from the exercise of stock options or warrants. Diluted
loss per share excludes all dilutive potential shares if their
effect is anti-dilutive.
|
(i) |
Stock Based
Compensation |
The Company accounts for Stock-Based Compensation under ASC 718
“Compensation – Stock Compensation”, which addresses the accounting
for transactions in which an entity exchanges its equity
instruments for goods or services, with a primary focus on
transactions in which an entity obtains employee services in
share-based payment transactions. ASC 718-10 requires measurement
of the cost of employee services received in exchange for an award
of equity instruments based on the grant-date fair value of the
award (with limited exceptions). Incremental compensation costs
arising from subsequent modifications of awards after the grant
date must be recognized.
Blox, Inc.
Notes to Consolidated Financial Statements
Years ended March 31, 2020 and 2019
(Expressed in U.S. Dollars)
|
3. |
Significant Accounting
Policies (continued) |
|
(i) |
Stock Based Compensation
(continued) |
The Company accounts for stock-based compensation awards to
non-employees in accordance with ASC 505-50, “Equity-Based Payments
to Non-Employees”. Under ASC 505-50, the Company determines the
fair value of the warrants or stock-based compensation awards
granted as either the fair value of the consideration received or
the fair value of the equity instruments issued, whichever is more
reliably measurable. Any stock options or warrants issued to
non-employees are recorded in expense and additional paid-in
capital in stockholders’ equity over the applicable service periods
using variable accounting through the vesting dates based on the
fair value of the options or warrants at the end of each
period.
The Company issues stock to consultants for various services. The
value of the common stock is measured at the earlier of (i) the
date at which a firm commitment for performance by the counterparty
to earn the equity instruments is reached or (ii) the date at which
the counterparty’s performance is complete. The Company recognized
consulting expense and a corresponding increase to additional
paid-in-capital related to stock issued for services.
|
(j) |
Exploration and
evaluation |
The Company is primarily engaged in the acquisition and exploration
of mining properties. Mineral property exploration costs are
expensed as incurred. Mineral property acquisition costs are
initially capitalized when incurred. An impairment loss is
recognized when the sum of the expected undiscounted future cash
flows is less than the carrying amount of the mineral property.
Impairment losses, if any, are measured as the excess of the
carrying amount of the mineral property over its estimated fair
value.
|
4. |
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.
| |
|
|
|
|
Fair
Value as at |
|
|
|
Number |
|
|
|
March
31, 2020 |
|
|
|
March
31, 2019 |
|
| FVTPL |
|
|
|
|
|
|
|
|
|
|
Share
purchase warrants |
|
3,333,333 |
|
|
$ |
- |
|
|
$ |
19,046 |
|
| |
|
1,000,000 |
|
|
|
- |
|
|
|
5,970 |
|
| |
|
|
|
|
|
- |
|
|
|
25,016 |
|
| Available-for-sale |
|
|
|
|
|
|
|
|
|
|
|
| Common
shares |
|
3,333,333 |
|
|
|
46,993 |
|
|
|
74,830 |
|
| |
|
1,000,000 |
|
|
|
14,098 |
|
|
|
22,449 |
|
| |
|
|
|
|
|
61,091 |
|
|
|
97,279 |
|
| Total
investment: |
|
|
|
|
$ |
61,091 |
|
|
$ |
122,295 |
|
Blox, Inc.
Notes to Consolidated Financial Statements
Years ended March 31, 2020 and 2019
(Expressed in U.S. Dollars)
|
5. |
Long Term Investments
(continued) |
On March 28, 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 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 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 March 31, 2020, the fair value of common shares was $61,091
which resulted in an unrealized loss of $36,188 that was recorded
in other comprehensive loss for year ended March 31, 2020. In
addition, the fair value of warrants was $Nil, which resulted in a
loss of $25,016 that was recorded in net loss.
As at March 31, 2020 the fair value of warrants was determined with
the Black-Scholes option pricing model using the following
assumptions: risk free interest rate of 0.23%, volatility of 82.6%,
annual rate of dividend of 0%, and expected life of 0.04 years.
On March 28, 2020 and April 16, 2020, the 3,333,333 and 1,000,000
share purchase warrants expired respectively.
| |
|
Machinery |
|
|
Total |
|
|
Cost |
|
|
|
|
|
|
| Balance at March
31, 2020 & 2019 |
|
$ |
232,620 |
|
|
$ |
232,620 |
|
| |
|
|
|
|
|
|
|
|
|
Accumulated Depreciation |
|
|
|
|
|
|
|
|
| Balance
at March 31, 2020 & 2019 |
|
$ |
161,060 |
|
|
$ |
161,060 |
|
| |
|
|
|
|
|
|
|
|
|
Carrying amounts |
|
|
|
|
|
|
|
|
|
As at March 31, 2020 & 2019 |
|
$ |
71,560 |
|
|
$ |
71,560 |
|
|
|
|
|
|
|
|
|
|
|
Equipment in the amount of $71,560 has not been placed into
production and is not currently being depreciated.
|
7. |
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 has 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.
Blox, Inc.
Notes to Consolidated Financial Statements
Years ended March 31, 2020 and 2019
(Expressed in U.S. Dollars)
|
7. |
Mineral Property Interest
(continued) |
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 license 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 had commenced work on the feasibility study and
environmental impact assessment required for obtaining this
permit.
In consideration for the acquisition of the interest in the
Property, the Company paid $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 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
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 the year ended March
31, 2020, management decide 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 |
|
| Balance, March 31, 2019 and
2018 |
|
|
931,722 |
|
| Write-off
mineral property interest |
|
|
(931,722 |
) |
| Balance,
March 31, 2020 |
|
$ |
Nil |
|
During the year ended March 31, 2020, the Company spent $52,802
(2019 – $194,117) on the property.
Blox, Inc.
Notes to Consolidated Financial Statements
Years ended March 31, 2020 and 2019
(Expressed in U.S. Dollars)
The Company is subject to income taxes on its unconsolidated
financial statements in Canada and the United States. The
consolidated provision for income taxes varies from the amount that
would be computed by applying the combined statutory income tax
rates to net loss before taxes were approximately as follows:
|
|
|
2020 |
|
|
2019 |
|
|
Combined statutory rate |
|
|
21 |
% |
|
|
21 |
% |
|
Expected income tax recovery |
|
$ |
(2,700,000 |
) |
|
$ |
(2,439,000 |
) |
|
Non-deductible differences and other |
|
|
2,428,000 |
|
|
|
2,344,000 |
|
|
Deferred tax assets not recognized |
|
|
272,000 |
|
|
|
95,000 |
|
| Income
tax provision |
|
$ |
- |
|
|
$ |
- |
|
The significant components of the Company’s deferred income tax
assets were approximately:
| |
|
2020 |
|
|
2019 |
|
|
Losses available for future periods |
|
$ |
1,669,000 |
|
|
$ |
1,403,000 |
|
|
Long-term investments |
|
|
4,000 |
|
|
|
(2,000 |
) |
| Equipment |
|
|
(19,000 |
) |
|
|
(19,000 |
) |
|
Tax assets not recognized |
|
|
(1,654,000 |
) |
|
|
(1,382,000 |
) |
|
Net deferred income tax asset |
|
$ |
- |
|
|
$ |
- |
|
The Company has non-capital losses of approximately $7,471,000
which may be carried forward and applied against taxable income in
future years and expire as follows:
| |
|
|
Canada |
|
|
United States |
|
|
Guinea |
|
| |
|
|
|
|
|
|
|
|
|
|
| 2027 |
|
|
$ |
- |
|
|
$ |
1,000 |
|
|
$ |
- |
|
| 2028 |
|
|
|
- |
|
|
|
16,000 |
|
|
|
- |
|
| 2029 |
|
|
|
- |
|
|
|
35,000 |
|
|
|
- |
|
| 2030 |
|
|
|
- |
|
|
|
30,000 |
|
|
|
- |
|
| 2031 |
|
|
|
- |
|
|
|
78,000 |
|
|
|
- |
|
| 2032 |
|
|
|
237,000 |
|
|
|
24,000 |
|
|
|
- |
|
| 2033 |
|
|
|
813,000 |
|
|
|
53,000 |
|
|
|
- |
|
| 2034 |
|
|
|
462,000 |
|
|
|
511,000 |
|
|
|
- |
|
| 2035 |
|
|
|
11,000 |
|
|
|
1,688,000 |
|
|
|
- |
|
| 2036 |
|
|
|
- |
|
|
|
312,000 |
|
|
|
- |
|
| 2037 |
|
|
|
- |
|
|
|
907,000 |
|
|
|
- |
|
| 2038 |
|
|
|
2,000 |
|
|
|
621,000 |
|
|
|
- |
|
| 2039 |
|
|
|
- |
|
|
|
389,000 |
|
|
|
65,000 |
|
| 2040 |
|
|
|
- |
|
|
|
1,144,000 |
|
|
|
72,000 |
|
| |
|
|
$ |
1,525,000 |
|
|
$ |
5,809,000 |
|
|
$ |
137,000 |
|
Blox, Inc.
Notes to Consolidated Financial Statements
Years ended March 31, 2020 and 2019
(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.
Year ended March 31, 2020
There were no shares issued from private placement for the year
ended March 31, 2020.
|
(b) |
Convertible debenture shares
issuance |
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 12).
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 12).
Year ended March 31, 2019
On April, 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 options 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 5
years.
On February 27, 2019, the Company extended the term of 88,000,000
share purchase warrants from February 27, 2019 to February 27,
2020, no other terms were changed.
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
12). 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 $0.135 per share. The fair value of these
warrants was determined with the Black-Scholes option pricing model
using the following assumptions: risk free interest rate of 1.57%,
volatility of 231.6%, annual rate of dividend of 0%, and expected
life of 5 years.
Blox, Inc.
Notes to Consolidated Financial Statements
Years ended March 31, 2020 and 2019
(Expressed in U.S. Dollars)
|
9. |
Common Stock
(continued) |
On February 27, 2020, the Company extended the term of 88,000,000
share purchases warrants from February 27, 2020 to February 27,
2021, no other terms were changed.
The following table summarizes historical information about the
Company’s warrants:
|
|
|
Number of
Warrants
|
|
|
Weighted Average Exercise Price ($) |
|
|
Weighted Average Life Remaining (Years) |
|
| |
|
|
|
|
|
|
|
|
|
| Balance, March
31, 2018 |
|
|
88,000,000 |
|
|
|
0.05 |
|
|
|
0.90 |
|
| Issued |
|
|
30,000,000 |
|
|
|
0.05 |
|
|
|
4.10 |
|
| Exercised |
|
|
(456,250 |
) |
|
|
0.05 |
|
|
|
0.90 |
|
| Balance, March 31, 2019 |
|
|
117,543,750 |
|
|
|
0.05 |
|
|
|
0.90 |
|
| Warrants
issued |
|
|
1,111,110 |
|
|
|
0.135 |
|
|
|
4.40 |
|
| Warrants
exercised |
|
|
(50,000 |
) |
|
|
0.05 |
|
|
|
|
|
| Balance,
March 31, 2020 |
|
|
118,604,860 |
|
|
|
0.05 |
|
|
|
1.49 |
|
As at March 31, 2020, the following warrants were outstanding and
exercisable:
|
Number of Warrants |
|
|
Exercise Price |
|
Expiry Date |
| |
|
|
|
|
|
| |
87,543,750 |
|
|
$ |
0.05 |
|
February 27, 2020 |
| |
29,950,000 |
|
|
$ |
0.05 |
|
April 24,
2023 |
|
|
1,111,110 |
|
|
$ |
0.135 |
|
August 16, 2024 |
|
|
118,604,860 |
|
|
|
|
|
|
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. On September
26, 2018, 1,500,000 stock options were cancelled due to the
optionee who ceased to be an officer of the Company.
On February 15, 2018, the Company granted 3,000,000 stock options
to two officers. These stock options have an exercise price of
$0.27 and expire on February 15, 2023 vesting on the date of grant.
The weighted average fair value of stock options was determined
with the Black-Scholes option pricing model using the following
assumptions: risk free interest rate of 2.65%, volatility of 199%,
annual rate of dividend of 0% and expected life of options of 5
years.
Blox, Inc.
Notes to Consolidated Financial Statements
Years ended March 31, 2020 and 2019
(Expressed in U.S. Dollars)
|
9. |
Common Stock
(continued) |
|
(d) |
Stock Options
(continued) |
Year ended March 31, 2020
650,000 options expired on August 7, 2019. There were no stock
options granted for the year ended March 31, 2020.
The following table summarizes historical information about the
Company’s incentive stock options:
|
|
|
Number of
options
|
|
|
Weighted Average Exercise Price ($) |
|
|
Weighted Average Life Remaining (Years) |
|
| |
|
|
|
|
|
|
|
|
|
| Balance, March
31, 2018 |
|
|
7,650,000 |
|
|
|
0.12 |
|
|
|
2.80 |
|
| Cancelled |
|
|
(1,500,000 |
) |
|
|
0.27 |
|
|
|
3.90 |
|
| Exercised |
|
|
(4,000,000 |
) |
|
|
0.01 |
|
|
|
1.30 |
|
| Balance, March 31, 2019 |
|
|
2,150,000 |
|
|
|
0.23 |
|
|
|
2.80 |
|
| Expired |
|
|
(650,000 |
) |
|
|
0.15 |
|
|
|
|
|
| Balance,
March 31, 2020 |
|
|
1,500,000 |
|
|
|
0.27 |
|
|
|
2.90 |
|
At March 31, 2020, the following stock options were outstanding and
exercisable:
|
Exercise Price |
|
Expiry Date |
|
Options Outstanding |
|
|
Weighted Average
Remaining Life in Years |
|
|
Options Exercisable |
|
| $ |
0.27 |
|
15-Feb-23 |
|
|
1,500,000 |
|
|
|
2.9 |
|
|
|
1,500,000 |
|
|
|
10. |
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
for 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
March 31,
2020
|
|
| Cash |
|
$ |
27,551 |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
27,551 |
|
| Long-term investment –
Shares |
|
|
61,091 |
|
|
|
- |
|
|
|
- |
|
|
|
61,091 |
|
| Total |
|
$ |
88,642 |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
88,642 |
|
Blox, Inc.
Notes to Consolidated Financial Statements
Years ended March 31, 2020 and 2019
(Expressed in U.S. Dollars)
|
10. |
Fair Value of Financial
Instruments (continued) |
| |
|
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 year ended March 31, 2020, the Company received advances
from Waratah Capital Ltd. (“Waratah”), a controlling shareholder of
the Company, in the amount of $61,868. As at March 31, 2020, the
Company was indebted to Waratah for $391,214 (2019 - $329,346). The
advances from shareholder are unsecured, non-interest bearing and
have no fixed repayment terms.
|
12. |
Convertible Debenture |
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 9 (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 |
|
In March 2020, $22,300 principal of convertible debenture were
converted to 1,475,000 common shares of the Company at price range
of $0.03 to $0.17 (Note 9 (b)).
Blox, Inc.
Notes to Consolidated Financial Statements
Years ended March 31, 2020 and 2019
(Expressed in U.S. Dollars)
|
12. |
Convertible Debenture
(continued) |
For the year ended March 31, 2020, accretion for the notes was
calculated as $117,577 (2019 - $Nil) and interest expense of $4,706
was recorded. As at March 31, 2020, the carrying value of the
convertible notes is as below:
|
|
|
March 31, 2020 |
|
|
Convertible debenture – beginning of the year |
|
$ |
- |
|
| Debt
proceeds received |
|
|
23,656 |
|
| Debt
converted to common shares |
|
|
(20,753 |
) |
| Finance
cost - accretion |
|
|
117,577 |
|
|
Carrying value – end of the year |
|
$ |
120,480 |
|
On June 22, 2013, the Company entered into a share purchase
agreement with Waratah Investments Limited (“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.
|
14. |
Related Party
Transactions |
The Company’s related parties include its subsidiaries, and 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 years ended March 31, 2020 and 2019:
| |
|
Year Ended March 31, 2020 |
|
|
Year Ended March 31, 2019 |
|
|
Compensation – Director |
|
$ |
54,000 |
|
|
$ |
29,735 |
|
|
Compensation – Former directors |
|
|
- |
|
|
|
58,079 |
|
|
Compensation – Former Officer |
|
|
26,841 |
|
|
|
28,812 |
|
|
Compensation – Former officer |
|
|
- |
|
|
|
12,262 |
|
During the year ended March 31, 2020, $Nil (2019 - $2,179) was paid
for bookkeeping services to a company owned by a former officer of
the Company. The Company also recognized $9,060,196 (2019 -
$8,749,076) in shareholder expenses related to the modification of
warrants held by a controlling shareholder.
Blox, Inc.
Notes to Consolidated Financial Statements
Years ended March 31, 2020 and 2019
(Expressed in U.S. Dollars)
|
14. |
Related Party Transactions
(continued) |
As at March 31, 2020, the Company was indebted to its related
parties for the amounts as below:
|
|
|
March 31, 2020 |
|
|
March 31, 2019 |
|
| |
|
|
|
|
|
|
|
Accounts payable and accrued liabilities |
|
$ |
122,651 |
|
|
$ |
93,104 |
|
| Due to
shareholder (Note 11) |
|
|
391,214 |
|
|
|
329,346 |
|
These amounts owing are unsecured, non-interest bearing and have no
fixed repayment terms.
|
15. |
Geographical Area
Information |
| |
|
Canada |
|
|
Africa |
|
|
Total |
|
| |
|
|
|
|
|
|
|
|
|
| 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 |
|
$ |
718,234 |
|
|
$ |
92,545 |
|
|
$ |
810,779 |
|
| 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 |
|
From April 1 to June 29, 2020, all the outstanding principal of the
convertible debenture were converted to common shares of the
Company, resulting in issuance of 89,319,216 common shares.
On May 27, 2020, 1,500,000 options were cancelled due to the
optionee no longer being an officer of the Company.
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.
|
Item 9. |
Changes
In and Disagreements with Accountants on Accounting and Financial
Disclosure |
None.
|
Item
9A. |
Controls
and Procedures |
Disclosure
Controls and Procedures
As
required by paragraph (b) of Rules 13a-15 or 15d-15 under the
Securities Exchange Act of 1934, we evaluated our disclosure
controls and procedures (as defined in Rules 13a-15(c) and
15d-15(c) of the Exchange Act) as of the end of the period covered
by this Annual Report on Form 10-K. Based on this evaluation, our
Chief Executive Officer and Chief Financial Officer concluded that
as of the end of the period covered by this Annual Report on Form
10-K, these disclosure controls and procedures were adequate to
ensure that the information required to be disclosed by us in
reports we file or submit under the Exchange Act is recorded,
processed, summarized and reported within the time periods
specified in the rules and forms of the Securities and Exchange
Commission and include controls and procedures designed to ensure
that such information is accumulated and communicated to our
management, including our Chief Executive Officer and Chief
Financial Officer, to allow timely decisions regarding required
disclosure.
Because
of the inherent limitations in all control systems, no evaluation
of controls can provide absolute assurance that all control issues,
if any, within our company have been detected. These inherent
limitations include the realities that judgments in decision-making
can be faulty and that breakdowns can occur because of simple error
or mistake.
Management’s
Report on Internal Control over Financial Reporting
Management
is responsible for establishing and maintaining adequate internal
control over our financial reporting. In order to evaluate the
effectiveness of internal control over financial reporting, as
required by Section 404 of the Sarbanes-Oxley Act,
management conducted an assessment, based upon criteria established
in “Internal Control-Integrated Framework” issued by the
Committee of Sponsoring Organizations of the Treadway Commission
(“COSO”). Based on the evaluation, our Chief Executive
Officer and Chief Financial Officer concluded that our internal
controls over financial reporting were effective as of March 31,
2020.
Our
system of internal control over financial reporting is designed to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles. Because of its inherent limitations, internal control
over financial reporting may not prevent or detect misstatements.
In addition, projections of any evaluation of effectiveness to
future periods are subject to the risk that controls may become
inadequate because of changes in conditions and that the degree of
compliance with the policies or procedures may deteriorate. This
Annual Report does not include an attestation report of the
Company’s registered public accounting firm regarding internal
control over financial reporting.
Changes
in Internal Control Over Financial Reporting
There
were no changes in our internal control over financial reporting
during the year ended March 31, 2019 that have materially affected,
or are reasonably likely to materially affect, our internal control
over financial reporting.
|
Item 9B. |
Other
Information |
On
June 30, 2020, Ronald Renee was appointed as Interim Chief
Financial Officer.
PART III
|
Item 10. |
Directors,
Executive Officers and Corporate Governance |
Directors and Executive Officers
All
directors of our company hold office until the next annual meeting
of our stockholders or until their successors have been elected and
qualified, or until their death, resignation or removal. The
executive officers of our company are appointed by our board of
directors and hold office until their death, resignation or removal
from office.
Our
directors and executive officers, their ages, positions held, and
duration of such, are as follows:
|
Name |
|
Position |
|
Age |
|
Date
First Elected or Appointed |
|
Ronald
Renne |
|
Chief
Executive Officer, Interim Chief Financial Officer and
Director |
|
43 |
|
December
5, 2013 |
Business Experience
The
following is a brief account of the education and business
experience during at least the past five years of each director,
executive officer and key employee of our company, indicating the
person’s principal occupation during that period, and the name and
principal business of the organization in which such occupation and
employment were carried out.
Ronald
Renne
Ronald
Renne has been a director of our Company since December 5, 2013. On
July 29, 2019, Mr. Renne was appointed as Chief Executive Officer.
On June 30, 2020, Mr. Renee was appointed as Interim Chief
Financial Officer. Mr. Renne has over 10 years’ experience in the
banking sector and managing information technology resources. He
has worked at HFC Bank in London and Royal Bank of Scotland as
Branch Manager. Mr. Renne graduated from the Manchester
Metropolitan University in 2000 with a Bachelor of Arts (Hons). He
also holds all the required retail banking certificates to allow
him to practice banking services in the United Kingdom.
Involvement in Certain Legal Proceedings
None
of our directors and executive officers has been involved in any of
the following events during the past ten years:
|
(a) |
any
petition under the federal bankruptcy laws or any state insolvency
laws filed by or against, or an appointment of a receiver, fiscal
agent or similar officer by a court for the business or property of
such person, or any partnership in which such person was a general
partner at or within two years before the time of such filing, or
any corporation or business association of which such person was an
executive officer at or within two years before the time of such
filing; |
|
(b) |
any
conviction in a criminal proceeding or being subject to a pending
criminal proceeding (excluding traffic violations and other minor
offences); |
|
(c) |
being
subject to any order, judgment, or decree, not subsequently
reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining such person
from, or otherwise limiting, the following activities: (i) acting
as a futures commission merchant, introducing broker, commodity
trading advisor, commodity pool operator, floor broker, leverage
transaction merchant, any other person regulated by the Commodity
Futures Trading Commission, or an associated person of any of the
foregoing, or as an investment adviser, underwriter, broker or
dealer in securities, or as an affiliated person, director or
employee of any investment company, bank, savings and loan
association or insurance company, or engaging in or continuing any
conduct or practice in connection with such activity; engaging in
any type of business practice; or (iii) engaging in any activity in
connection with the purchase or sale of any security or commodity
or in connection with any violation of federal or state securities
laws or federal commodities laws; |
|
(d) |
being
the subject of any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any federal or state authority
barring, suspending or otherwise limiting for more than 60 days the
right of such person to engage in any activity described in
paragraph I(i) above, or to be associated with persons engaged in
any such activity; |
|
(e) |
being
found by a court of competent jurisdiction (in a civil action), the
Securities and Exchange Commission to have violated a federal or
state securities or commodities law, and the judgment in such civil
action or finding by the Securities and Exchange Commission has not
been reversed, suspended, or vacated; |
|
(f) |
being
found by a court of competent jurisdiction in a civil action or by
the Commodity Futures Trading Commission to have violated any
federal commodities law, and the judgment in such civil action or
finding by the Commodity Futures Trading Commission has not been
subsequently reversed, suspended or vacated; |
|
(g) |
being
the subject of, or a party to, any federal or state judicial or
administrative order, judgment, decree, or finding, not
subsequently reversed, suspended or vacated, relating to an alleged
violation of: (i) any federal or state securities or commodities
law or regulation; or (ii) any law or regulation respecting
financial institutions or insurance companies including, but not
limited to, a temporary or permanent injunction, order of
disgorgement or restitution, civil money penalty or temporary or
permanent cease- and-desist order, or removal or prohibition order;
or (iii) any law or regulation prohibiting mail or wire fraud or
fraud in connection with any business entity; or |
|
(h) |
being
the subject of, or a party to, any sanction or order, not
subsequently reversed, suspended or vacated, of any self-regulatory
organization (as defined in Section 3(a)(26) of the Securities
Exchange Act of 1934), any registered entity (as defined in Section
1(a)(29) of the Commodity Exchange Act), or any equivalent
exchange, association, entity or organization that has disciplinary
authority over its members or persons associated with a
member. |
Section 16(a) Beneficial Ownership Reporting
Compliance
Section
16(a) of the Securities Exchange Act of
1934 requires our executive officers and directors, and
persons who own more than 10% of our common stock, to file reports
regarding ownership of, and transactions in, our securities with
the SEC and to provide us with copies of those filings. Based
solely on our review of the copies of such forms received by us, or
written representations from certain reporting persons we believe
that during the year ended March 31, 2020 all filing requirements
applicable to our executive officers and directors, and persons who
own more than 10% of our common stock were complied with, with the
exception of Nicholas Taylor.
Code of Ethics
We
have not adopted a code of ethics because our board of directors
believes that our small size does not merit the expense of
preparing, adopting and administering a code of ethics. Our board
of directors intends to adopt a code of ethics when circumstances
warrant.
Committees of Board of Directors
We do
not presently have a separately constituted compensation committee,
nominating committee, or any other committees of our board of
directors, other than our Audit Committee. Our board of directors
does not believe that it is necessary to have such committees
because it believes that the functions of such committees can be
adequately performed by our board of directors.
We do
not have any defined policy or procedure requirements for our
stockholders to submit recommendations or nominations for
directors. We do not currently have any specific or minimum
criteria for the election of nominees to our board of directors and
we do not have any specific process or procedure for evaluating
such nominees. Our board of directors assesses all candidates,
whether submitted by management or stockholders, and makes
recommendations for election or appointment.
A
stockholder who wishes to communicate with our board of directors
may do so by directing a written request to the address appearing
on the first page of this annual report.
Audit Committee Financial Expert
Our
board of directors has determined that Ronald Renne
qualifies as an “audit committee financial expert” as defined in
Item 407(d)(5)(ii) of Regulation S-K.
|
Item 11. |
Executive
Compensation |
Summary Compensation
The
particulars of compensation paid to the following
persons:
|
|
● |
all
individuals serving as our principal executive officer during the
year ended March 31, 2020; |
|
|
● |
all
individuals service as our principal financial officer during the
year ended March 31, 2020; |
|
|
● |
all
of compensated executive officers who were serving as executive
officers at the end of the year ended March 31, 2020;
and |
|
|
● |
up to
three additional individuals for whom disclosure would have been
provided under (b) but for the fact that the individual was not
serving as our executive officer at March 31, 2020, |
who
we will collectively refer to as the named executive officers, for
all services rendered in all capacities to our company and
subsidiaries for the years ended March 31, 2020, March 31, 2019 and
March 31, 2018 are set out in the following summary compensation
table:
SUMMARY
COMPENSATION TABLE
|
Name and
principal position |
|
Year |
|
Salary
($) |
|
Bonus
($) |
|
Stock
Awards
($) |
|
Option
Awards
($) |
|
Non-Equity
Incentive Plan
Compensation
($) |
|
Nonqualified
Deferred
Compensation
Earnings
($) |
|
All
Other
Compensation
($) |
|
Total
($) |
Robert Spiers (1)
Former CEO |
|
2020
2019
2018 |
|
Nil
Nil
71,877
|
|
Nil
Nil
Nil |
|
Nil
Nil
Nil |
|
Nil
Nil
Nil |
|
Nil
Nil
Nil |
|
Nil
Nil
Nil |
|
Nil
Nil
Nil |
|
Nil
Nil
71,877
|
Trevor Pickett
(2)
Former CEO |
|
2020
2019
2018 |
|
Nil
58,079
64,581 |
|
Nil
Nil
Nil |
|
Nil
Nil
Nil |
|
Nil
Nil
Nil |
|
Nil
Nil
Nil |
|
Nil
Nil
Nil |
|
Nil
Nil
Nil |
|
Nil
58,079
64,581 |
Nancy
Zhao (3)
Former CFO |
|
2020
2019
2018 |
|
26,841
28,812
12,921 |
|
Nil
Nil
Nil |
|
Nil
Nil
Nil |
|
Nil
Nil
Nil |
|
Nil
Nil
Nil |
|
Nil
Nil
Nil |
|
Nil
Nil
Nil |
|
26,841
28,812
12,921 |
Donna Moroney (4)
Former Corporate Secretary |
|
2020
2019
2018 |
|
Nil
12,262(5)
49,000(5)
|
|
Nil
Nil
Nil |
|
Nil
Nil
Nil |
|
Nil
Nil
Nil |
|
Nil
Nil
Nil |
|
Nil
Nil
Nil |
|
Nil
Nil
Nil |
|
Nil
12,262
49,000
|
|
Ronald
Renee (6)
CEO/Director
CFO/Interim
|
|
2020
2019
2018 |
|
54,000
29,735
50,306 |
|
Nil
Nil
Nil |
|
Nil
Nil
Nil |
|
Nil
Nil
Nil |
|
Nil
Nil
Nil |
|
Nil
Nil
Nil |
|
Nil
Nil
Nil |
|
54,000
29,735
50,306 |
|
(1) |
Robert
Spiers was appointed as CEO and a director on July 31, 2015 and
resigned on November 20, 2017. |
|
(2) |
Trevor
Pickett was appointed as a director on July 31, 2015, as Interim
CEO on November 20, 2017, as CEO on July 13, 2018, and resigned on
March 4, 2019. |
|
(3) |
Nancy
Zhao was appointed as CFO on September 10, 2015 and resigned on
February 27, 2020. |
|
(4) |
Donna
Moroney was appointed as Corporate Secretary on July 31, 2015 and
resigned on June 26, 2018. |
|
(5) |
Professional
fees paid to Wiklow Corporate Services Inc., a company owned by
Donna Moroney. |
|
(6) |
Ronald
Renee was appointed as a director on December 5, 2013 and appointed
as CEO on July 29, 2019. He was appointed as Interim CFO on June
30, 2020. |
Employment or Consulting Agreements
There
are no employment contracts, compensatory plans or arrangements,
including payments to be received from our company with respect to
any executive officer, that would result in payments to such person
because of his or her resignation, retirement or other termination
of employment with our company, or our subsidiaries, any change in
control, or a change in the person’s responsibilities following a
change in control of our company.
Outstanding Equity Awards at Fiscal Year-End
The
following table sets forth for each named executive officer certain
information concerning the outstanding equity awards as of March
31, 2020:
|
|
|
Option awards |
|
Stock awards |
|
Name |
|
Number of securities underlying unexercised options
(#)
exercisable |
|
Number of securities underlying unexercised options
(#)
unexercisable |
|
Equity incentive plan awards: Number of securities underlying
unexercised unearned options
(#) |
|
Option exercise price
($) |
|
Option expiration date |
|
Number of shares or units of stock that have not vested
(#) |
|
Market value of shares of units of stock that have not
vested
($) |
|
Equity incentive plan awards: Number of unearned shares, units or
other rights that have not vested
(#) |
|
Equity incentive plan awards: Market or payout value of unearned
shares, units or other rights that have not vested
($) |
|
Robert Spiers |
|
Nil |
|
N/A |
|
N/A |
|
N/A |
|
N/A |
|
Nil |
|
Nil |
|
N/A |
|
N/A |
|
Trevor Pickett |
|
Nil |
|
N/A |
|
N/A |
|
N/A |
|
N/A |
|
Nil |
|
Nil |
|
N/A |
|
N/A |
|
Nancy Zhao |
|
Nil |
|
Nil |
|
N/A |
|
N/A |
|
N/A |
|
Nil |
|
Nil |
|
N/A |
|
N/A |
|
Ronald Renee |
|
Nil |
|
Nil |
|
N/A |
|
N/A |
|
N/A |
|
Nil |
|
Nil |
|
N/A |
|
N/A |
Retirement or Similar Benefit Plans
There
are no arrangements or plans in which we provide retirement or
similar benefits for our directors and officers.
Resignation, Retirement, Other Termination, or Change in Control
Arrangements
We
have no contract, agreement, plan or arrangement, whether written
or unwritten, that provides for payments to our directors or
executive officers at, following, or in connection with the
resignation, retirement or other termination of our directors or
executive officers, or a change in control of our company or a
change in our directors’ or executive officers’ responsibilities
following a change of control.
|
Item 12. |
Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters |
The
following table sets forth, as of July 14, 2020, certain
information with respect to the beneficial ownership of our common
stock by each stockholder known by us to be the beneficial owner of
more than 5% of any class of our voting securities and by each of
our current directors, our named executive officers and by our
current executive officers and directors as a group.
In
the following tables, we have determined the number and percentage
of shares beneficially owned in accordance with Rule 13d-3 of
the Securities Exchange Act of 1934 based on
information provided to us by our controlling stockholder,
executive officers and directors, and this information does not
necessarily indicate beneficial ownership for any other purpose. In
determining the number of shares of our common stock beneficially
owned by a person and the percentage ownership of that person, we
include any shares as to which the person has sole or shared voting
power or investment power, as well as any shares subject to
warrants or options held by that person that are currently
exercisable or exercisable within 60 days.
|
Title of
Class |
|
Name and
Address of Beneficial Owner |
|
Amount and
Nature of
Beneficial Ownership |
|
Percentage
of Class (1) |
|
Common
Stock |
|
Ronald
Renne
CEO, Interim CFO and Director
88 Linton Avenue
Borehamwood, Hertfordshire, United Kingdom |
|
|
(2) 3,754,600 |
|
|
Direct |
|
|
1.42% |
| |
|
Directors and Officers
as a group |
|
|
3,754,600 |
|
|
|
|
|
1.42% |
| Common
Stock |
|
Nicholas
Taylor
#2 – 59
Rockford Street
Mandurah, WA Australia |
|
|
(3) 170,442,525 |
|
|
Indirect |
|
|
47.86% |
| Common
Stock |
|
Robert
Abenante
600 – 666
Burrard Street
Vancouver, BC Canada |
|
|
(4)
24,152,842 |
|
|
Direct |
|
|
8.79% |
| Common
Stock |
|
Pamela
Kathleen Pickett
120 Caspian
Way
Brigadoon, Perth, WA 6069 |
|
|
(5)
17,327,236 |
|
|
Direct |
|
|
6.33% |
|
(1) |
Based
on 264,541,664 shares of common stock issued and outstanding as of
July 14, 2020. Beneficial ownership is determined in accordance
with the rules of the SEC and generally includes voting or
investment power with respect to securities. Except as otherwise
indicated, we believe that the beneficial owners of the common
stock listed above, based on information furnished by such owners,
have sole investment and voting power with respect to such shares,
subject to community property laws where
applicable. |
|
(2) |
Consists
of 3,754,600 common stocks. |
|
(3) |
Consists
of 78,845,539 common shares and 91,596,935 share purchase warrants.
Of the securities indirectly held, 40,178,872 common shares and
52,930,214 share purchase warrants (exercisable at a price of $0.05
per share, expiring on February 27, 2021) are indirectly held
through Waratah Investments Limited, a Ghana corporation, and
38,666,721 common shares and 38,666,721 share purchase warrants are
indirectly held through Waratah Capital Ltd., a British Columbia
corporation. 16,207,601 warrants are exercisable at a price of
$0.05 per share, expiring on February 27, 2021 and the balance of
22,459,120 warrants are exercisable at $0.05 per share, expiring on
February 15, 2023. Mr. Taylor controls both private
companies. |
|
(4) |
Consists
of 13,984,206 common shares and 10,168,636 share purchase warrants,
with each warrant is exercisable into one common share at an
exercise price of $0.05 per share, expiring on February 27,
2021. |
|
(5) |
Consists
of 8,327,236 common shares and 9,000,000 share purchase warrants,
in which, 5,000,000 exercisable into one common share at an
exercise price of $0.05 per share, expiring on April 26, 2023; and
4,000,000 exercisable into one common share at an exercise price of
$0.05, expiring on February 27, 2021. |
|
Item 13. |
Certain
Relationships and Related Transactions |
Transactions with Related Persons
Other
than as disclosed below, there has been no transaction, since April
1, 2019, or currently proposed transaction, in which our company
was or is to be a participant and the amount involved exceeds the
lesser of $120,000 or one percent of our total assets at March 31,
2020, and in which any of the following persons had or will have a
direct or indirect material interest:
|
(a) |
any
director or executive officer of our company; |
|
(b) |
any
person who beneficially owns, directly or indirectly, more than 5%
of any class of our voting securities; |
|
(c) |
any
person who acquired control of our company when it was a shell
company or any person that is part of a group, consisting of two or
more persons that agreed to act together for the purpose of
acquiring, holding, voting or disposing of our common stock, that
acquired control of our company when it was a shell company;
and |
|
(d) |
any
member of the immediate family (including spouse, parents,
children, siblings and in- laws) of any of the foregoing
persons. |
Compensation for Executive Officers and
Directors
For
information regarding compensation for our executive officers and
directors, see “Executive Compensation”.
Director Independence
Our
board currently consists of one director, being Ronald Renne, Chief
Executive Officer and Chairman. Our common stock is quoted on the
OTC Bulletin Board operated by FINRA (the Financial Industry
Regulatory Authority), which does not impose any director
independence requirements. Under NASDAQ rule 5605(a)(2), a director
is not independent if he or she is also an executive officer or
employee of the corporation or was, at any time during the past
three years, employed by the corporation. Using this definition of
independent director, we do not currently have any independent
directors.
|
|
Item 14. |
Principal
Accounting Fees and Services |
The
following table sets forth the fees billed to our company for the
years ended March 31, 2019 and 2018 for professional services
rendered by Morgan and Company LLP, our independent registered
public accounting firm:
| |
|
March 31, 2020 |
|
|
March 31, 2019 |
|
| Audit Fees |
|
$ |
15,000 |
|
|
$ |
15,000 |
|
| Audit Related Fees |
|
|
Nil |
|
|
|
Nil |
|
| Tax Fees |
|
|
Nil |
|
|
|
Nil |
|
| Other
Fees |
|
|
Nil |
|
|
|
Nil |
|
| Total
Fees |
|
$ |
15,000 |
|
|
$ |
15,000 |
|
All
of the above services and fees were reviewed and approved by our
board of directors before the respective services were
rendered.
Our
board of directors has considered the nature and amount of fees
billed by Morgan and Company LLP, and believe that the provision of
services for activities unrelated to the audit is compatible with
maintaining its respective independence.
Audit Committee Disclosure
Under
Canadian National Instrument 52-110 – Audit Committees (“NI
52-110”) reporting issuers are required to provide disclosure
with respect to its Audit Committee.
Audit
Committee
Our
board has an Audit Committee established in accordance with section
3(a)(58)(A) of the Exchange Act. It currently consists of both
directors, being Ronald Renne and Trevor Pickett, and oversees and
reports to the Board of Directors on various auditing and
accounting-related matters, including the maintenance of the
integrity of our financial statements, reporting process and
internal controls; the selection, evaluation, compensation and
retention of our independent registered public accounting firm; the
performance of internal audit; legal and regulatory compliance,
including our disclosure controls and procedures; and oversight
over our risk management policies and procedures.
Ronald
Renne serves as chairman of this committee and has been determined
by our Board to be an “audit committee financial expert” as defined
under the rules of the SEC.
Audit
Committee Oversight
At no
time since the commencement of our most recently completed
financial year was a recommendation of the Audit Committee to
nominate or compensate an external auditor not adopted by our
board.
Reliance
on Certain Exemptions
At no
time since the commencement of our most recently completed
financial year have we relied on the exemption in Section 2.4 of NI
52-110 (De Minimis Non-audit Services), or an exemption from NI
52-110, in whole or in part, granted under Part 8 of NI
52-110.
Pre-Approval
Policies and Procedures
The
Audit Committee is authorized by the Board to review the
performance of our external auditors and approve in advance
provision of services other than auditing and to consider the
independence of the external auditors, including a review of
the range of services provided in the context of all consulting
services bought by our company.
Corporate Governance
General
Our
board believes that good corporate governance improves corporate
performance and benefits all shareholders. Canadian National Policy
58-201 Corporate Governance Guidelines provides
non-prescriptive guidelines on corporate governance practices for
reporting issuers such as our company. In addition, Canadian
National Instrument 58-101 Disclosure of Corporate
Governance Practices prescribes certain disclosure by us
of its corporate governance practices. This disclosure is presented
below.
Directorships
Our
directors currently hold directorships and/or offices with other
reporting issuers (or equivalent) as follows:
The
participation of the current directors in other reporting issuers
is as follows:
|
Name of Director |
|
Name of Other Reporting Issuer |
| Ronald Renne |
|
Ashanti Sankofa Inc. (TSX.V) |
Orientation
and Continuing Education
New
board members receive an orientation package which includes reports
on operations and results, and any public disclosure filings by us,
as may be applicable. We do not take any steps to provide
continuing education for directors.
Ethical
Business Conduct
We
have found that the fiduciary duties placed on individual directors
by our governing corporate legislation and the common law and the
restrictions placed by applicable corporate legislation on an
individual director’s participation in decisions of our board in
which the director has an interest have been sufficient to ensure
that the board operates in the best interests of our
company.
Nomination
of Directors
We
consider our size each year when we consider the number of
directors to recommend to the shareholders for election at the
annual meeting of shareholders, taking into account the number
required to carry out our board’s duties effectively and to
maintain a diversity of view and experience.
We do
not have a nominating committee, and these functions are currently
performed by our board as a whole.
Compensation
Our
board is responsible for determining compensation for the directors
of our company to ensure it reflects the responsibilities and risks
of being a director of a public company.
Other
Board Committees
We
have no committees other than our Audit Committee.
Assessments
We
have no formal policy to monitor the effectiveness of the
directors, our board and our committees.
Disclosure of Outstanding Share Data
Our
shares are quoted for trading on the OTCQB under the symbol “BLXX”.
As of July 14, 2020, our share capital was as follows:
|
Class of Shares |
|
Par Value |
|
Number Authorized |
|
Number Issued |
| Common Shares |
|
$0.00001 |
|
400,000,000 |
|
264,541,664 |
Stock
Option Plan
As at
July 14, 2020, there is no stock options outstanding:
Warrants
As at
July 14, 2020, the following warrants were outstanding:
|
Number Outstanding |
|
Exercise Price |
|
|
Expiry Date |
| 87,543,750 |
|
$ |
0.05 |
|
|
February 27, 2021 |
| 29,950,000 |
|
$ |
0.05 |
|
|
April 24, 2023 |
| 555,555 |
|
$ |
0.135 |
|
|
August 16, 2024 |
PART
IV
|
Item
15. |
Exhibits,
Financial Statement Schedules |
|
Exhibit |
|
Description |
|
3.1 |
|
Articles
of Incorporation of Registrant (1) |
|
3.2 |
|
Bylaws
of the Registrant (1) |
|
3.3 |
|
Articles
of Incorporation of Nava Resources Canada, Inc.
(1) |
|
3.4 |
|
Certificate
of Amendment to Articles of Incorporation
(1) |
|
3.5 |
|
Amended
Articles of Incorporation reflecting name change
(2) |
|
10.1 |
|
Share
Purchase Agreement with Quivira Gold Ltd. and Waratah Investments
Ltd. (2) |
|
10.2 |
|
Amalgamation
Agreement with Eco Endeavors Corp. , Ourco, Keneresh, and Kenderes
Biogaz (2) |
|
10.3 |
|
Amalgamation
Amending Agreement dated February 3, 2014
(3) |
|
10.4 |
|
Assignment
Agreement dated April 2012 between Kenderesh Endeavors Corp. and
K&H Bank Zrt. (4) |
|
10.5 |
|
Purchase
Option Agreement dated 2012 between Kenderesh Endeavors Corp. and
K&H Bank Zrt. (4) |
|
10.6 |
|
Royalty
Deed dated April 1, 2012 between International Eco Endeavors Corp.
and Palladio (4) |
|
10.7 |
|
Consulting
Services Agreement dated February 27, 2014 with Emerald Power
Consulting, Inc. (4) |
|
10.8 |
|
Consulting
Agreement dated February 27, 2014 with Robert Abenante
(4) |
|
10.9 |
|
Royalty
Agreement dated February 27, 2014 between Kenderes Biogaz Termelo
Korlatolt Fele Lossegu Tarsasag and Waratah Investments Limited
(4) |
|
10.10 |
|
Escrow
Agreement dated February 27, 2014 between Robert Abenante and the
escrow agent (4) |
|
10.11 |
|
Form
of Escrow Agreement dated February 27, 2014 between the escrow
agent, and each of Robert Ironside, Cedric Wilson, Kimberly Gillett
and Marco Parente (4) |
|
10.13 |
|
Amendment
Agreement dated April 28, 2016 with Waratah Capital Ltd. to
increase bridge loan to C$1,500,000 |
|
10.15 |
|
Securities
Purchase Agreement Dated August 9, 2019 with FirstFire Global
Opportunities Funds LLC |
|
10.16 |
|
Convertible
Promissory Note (FirstFire Global Opportunities Fund LLC) dated
August 9, 2019 |
|
10.17 |
|
Common
Stock Purchase Warrant (FirstFire Global Opportunities Fund LLC)
dated August 9, 2019 |
|
10.18 |
|
Securities
Purchase Agreement Dated August 16, 2019 with Crown Bridge Partners
LLC |
|
10.19 |
|
Convertible
Promissory Note (Crown Bridge Partners LLC) dated August 16,
2019 |
|
10.20 |
|
Common
Stock Purchase Warrant (Crown Bridge Partners LLC) dated August 16,
2019 |
|
10.21 |
|
Convertible
Promissory Notes Dated June 8, 2020 |
|
10.22 |
|
Securities
Purchase Agreement Dated June 8, 2020 |
|
21.1 |
|
List
of Subsidiaries (4) |
|
31.1 |
|
Certification
of Principal Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 * |
|
31.2 |
|
Certification
of Principal Financial Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 * |
|
32.1 |
|
Certification
of Principal Executive Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 * |
|
32.2 |
|
Certification
of Principal Financial Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 * |
|
99.1 |
|
2009
Stock Option Plan (4) |
|
101.INS |
|
XBRL
Instance Document * |
|
101.SCH |
|
XBRL
Taxonomy Extension Schema * |
|
101.CAL |
|
XBRL
Taxonomy Extension Calculation Linkbase * |
|
101.DEF |
|
XBRL
Taxonomy Extension Definition Linkbase * |
|
101.LAB |
|
XBRL
Taxonomy Extension Label Linkbase * |
|
101.PRE |
|
XBRL
Taxonomy Extension Presentation Linkbase * |
|
(1) |
Incorporated
by reference to the registration statement on Form S-1, as filed
with the SEC on May 1, 2008. |
|
(2) |
Incorporated
by reference to the annual report on Form 10-K, as filed with the
SEC on September 17, 2013. |
|
(3) |
Incorporated
by reference to the current report on Form 8-K, as filed with the
SEC on February 24, 2014. |
|
(4) |
Incorporated
by reference to the current report on Form 8-K, as filed with the
SEC on March 5, 2014. |
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto
duly authorized.
BLOX,
INC.
|
By: |
/s/
Ronald Renee |
|
By: |
/s/
Ronald Renee |
|
Name: |
Ronald
Renee |
|
Name: |
Ronald
Renee |
|
Title: |
Chief
Executive Officer |
|
Title: |
Interim
Chief Financial Officer |
|
Date: |
July
14, 2020 |
|
Date: |
July
14, 2020 |
Pursuant
to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates
indicated.
|
By: |
/s/
Ronald Renee |
|
By: |
/s/
Ronald Renee |
|
Name: |
Ronald
Renee |
|
Name: |
Ronald
Renee |
|
Title: |
Chief
Executive Officer |
|
Title: |
Interim
Chief Financial Officer |
|
Date: |
July
14, 2020 |
|
Date: |
July
14, 2020 |
27
