NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED OCTOBER 31, 2016
(Expressed in Canadian Dollars)
(Unaudited)
1.
NATURE AND CONTINUANCE OF OPERATIONS
Atlantic Resources Inc. (the Company) was incorporated in the State of Nevada on February 9, 2007 and is in the exploration stage. On January 14, 2015, the Company merged its wholly-owned subsidiary, Rise Resources Inc., a Nevada corporation, in and to the Company to effect a name change from Patriot Minefinders Inc. to Rise Resources Inc. Rise Resources Inc. was formed solely for the purpose of effecting the change of name.
On February 16, 2015, the Company increased its authorized capital from 21,000,000 shares to 400,000,000 shares.
On January 29, 2016, the Company completed an initial public offering in Canada and began trading on the Canadian Securities Exchange (CSE) on February 1, 2016.
The Company is in the early stages of exploration and as is common with any exploration company, it raises financing for its acquisition activities. The accompanying financial statements have been prepared on the going concern basis, which presumes that the Company will continue operations for the foreseeable future and will be able to realize assets and discharge liabilities in the normal course of business. The Company has incurred a loss of $297,152 for the period ended October 31, 2016 and has accumulated a deficit of $2,134,121. This raises substantial doubt about the Companys ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Companys ability to raise additional capital and implement its business plan, which is typical for a start-up company. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
Management of the Company (management) is of the opinion that sufficient financing will be obtained from external financing and further share issuances to meet the Companys obligations. At October 31, 2016, the Company had a working capital deficiency of $155,616.
2.
BASIS OF PREPARATION
Generally Accepted Accounting Principles
The accompanying unaudited condensed interim financial statements have been prepared in conformity with generally accepted accounting principles of the United States of America (US GAAP) and the rules and regulations of the Securities and Exchange Commission (SEC) for financial information with the instructions to Form 10-Q and Regulation S-K. Results are not necessarily indicative of results which may be achieved in the future. The unaudited condensed interim financial statements should be read in conjunction with the Companys Annual Report on Form 10-K, which contains the audited financial statements and notes thereto, together with Managements Discussion and Analysis, for the year ended July 31, 2016. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to such SEC rules and regulations.
Recently Adopted and Recently Issued Accounting Standards
In November 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. This ASU eliminates the current requirement to present deferred tax assets and liabilities as current and noncurrent amounts in a classified balance sheet and replaces it with a noncurrent classification of deferred tax assets and liabilities. The ASU applies to all entities and is effective for annual periods beginning after December 15, 2017, and interim periods thereafter, with early adoption permitted. The Company is currently evaluating the impact of adoption of this standard.
F-5
RISE RESOURCES INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED OCTOBER 31, 2016
(Expressed in Canadian Dollars)
(Unaudited)
2.
BASIS OF PREPARATION
(contd
)
Recently Adopted and Recently Issued Accounting Standards
(contd
)
In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Liabilities. This ASU amendment addresses aspects of recognition, measurement, presentation and disclosure of financial instruments. It affects investments in equity securities and the presentation of certain fair value changes for financial liabilities measured at fair value, and simplifies the impairment assessment of equity investments without a readily determinable fair value by requiring a qualitative assessment. The ASU applies to all entities and is effective for annual periods beginning after December 15, 2017, and interim periods thereafter, with early adoption permitted. The Company is currently evaluating the impact of adoption of this standard.
Other than the above, the Company has determined that other significant newly issued accounting pronouncements and are either not applicable to the Companys business or that no material effect is expected on the financial statements as a result of future adoption.
Use of Estimates
The preparation of condensed interim financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant areas requiring the use of estimates include the valuation allowance applied to deferred income taxes and valuation of stock options and agent warrants. Actual results could differ from those estimates, and would impact future results of operations and cash flows.
3.
MINERAL PROPERTY OPTION
Title to Mineral Properties
Title to mineral properties involves certain inherent risks due to the difficulties of determining the validity of certain mineral titles as well as the potential for problems arising from the frequently ambiguous conveying history characteristic of many mineral properties. As at October 31, 2016, the Company does not hold titles to any mineral properties.
Indata, British Columbia
On May 18, 2015, the Company entered into an option agreement with Eastfield Resources Ltd., (Eastfield), pursuant to which Eastfield granted the Company the exclusive and irrevocable right to acquire up to a 75% interest in and to certain claims in the Indata property located in the Omineca Mining Division in British Columbia, Canada. In order to earn the initial 60% interest, the Company is required to pay Eastfield an aggregate of $350,000 ($50,000 paid to date; $30,000 paid in the current year) in cash and incur a minimum of $2,000,000 in aggregate exploration expenditures on the property by April 3, 2019. In order to earn the additional 15% interest, the Company is required to pay Eastfield $100,000 cash within 90 days of earning the 60% interest and incur a further $500,000 in aggregate annual exploration expenditures on the property until such time as the Company is able to complete a feasibility study on the property. As at October 31, 2016, the Company has incurred cumulative exploration expenditures of $4,035 on the Indata property.
F-6
RISE RESOURCES INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED OCTOBER 31, 2016
(Expressed in Canadian Dollars)
(Unaudited)
3.
MINERAL PROPERTY OPTION
(contd
)
Klondike, British Columbia
On May 26, 2016, the Company entered into an agreement with Klondike Gold Corp. (Klondike) regarding the purchase of a portfolio of seven gold and base metal properties in southeast British Columbia. Under the agreement, within 60 days of signing, the Company paid Klondike $50,000 in cash, issued 1,500,000 shares of the Companys common stock valued at $240,000, and issued 1,500,000 warrants valued at $223,031 (discount rate 0.49%, volatility 200.64%, expected life 2 years, dividend yield 0%), exercisable at $0.227 per share until July 13, 2018. On the one year anniversary of the first closing, the Company will pay Klondike $150,000 in cash, issue 2,000,000 shares of the Companys common stock, and issue 1,000,000 warrants. Klondike will retain a 2% net smelter return royalty (NSR) and the Company will have the right to purchase 50% of the NSR for $1,000,000 at any time after the first closing. Each of the warrants is exercisable for a period of two years into one share of the Companys common stock at a price that is a 20% premium to the 10-day volume-weighted average price of the stock on the CSE immediately prior to the date of issuance. As at October 31, 2016, the Company has incurred cumulative exploration expenditures of $10,408 on the Klondike properties.
US Property
On August 30, 2016, the Company entered into an option agreement with three parties to purchase a 100% interest in and to certain lands and surface rights in the United States. Upon execution of the option agreement, the Company paid the vendors a non-refundable cash deposit in the amount of $32,758 (US$25,000), which has been recorded as a long-term asset at October 31, 2016; an additional cash payment of US$2,000,000 is required to exercise the option. To exercise the option, this payment is due by December 26, 2016.
4.
CONTINGENCY
During the year ended July 31, 2014, the Company entered into a binding letter of intent (LOI) with Wundr Software Inc. (Wundr). Under the terms of the LOI, the Company would acquire 100% of the issued and outstanding common shares of Wundr. Due to unforeseen circumstances, the Company did not complete the transactions contemplated in the LOI, which the Company announced had expired on January 10, 2014.
On September 17, 2014, the Company learned that it was the subject, along with a number of additional defendants, of a notice of civil claim (the Claim) filed in the Supreme Court of British Columbia by Wundr, under which Wundr is seeking general damages from the Company as well as damages for conspiracy to cause economic harm. None of the allegations contained in the Claim have been proven in court. Management has determined that the probability of the Claim resulting in an unfavourable outcome and financial loss to the Company is unlikely.
5.
BAD DEBT EXPENSE
During the year ended July 31, 2016, the Company advanced to Skanderbeg Capital Partners Inc. a total of $7,126, which had been recorded in prepaid expenses to be applied to future rent expense. As the Company moved its premises during the year ended July 31, 2016, management has assessed the recoverability of the amount and recorded an allowance for doubtful accounts of $7,126 for the year ended July 31, 2016.
6.
RELATED PARTY TRANSACTIONS
Key management personnel consist of the Chief Executive Officer, Chief Financial Officer, and the directors of the Company. The remuneration of the key management personnel is as follows:
a)
Salaries of $30,000 (2015 - $Nil) and 400,000 shares of common stock valued at $60,000, recognized as consulting expense, to the CEO of the Company;
F-7
RISE RESOURCES INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED OCTOBER 31, 2016
(Expressed in Canadian Dollars)
(Unaudited)
6.
RELATED PARTY TRANSACTIONS
(contd
)
b)
Consulting fees of $19,500 (2015 - $7,500) to the former CEO of the Company; and
c)
Share-based payments of $106,096 (2015 - $Nil) to the CEO of the Company.
As at October 31, 2016, the Company has recorded loans from related parties of $44,389 (US$33,099) (July 31, 2016 - $43,214 or US$33,099) representing advances made by a director and a former director and officer. The advances are due on demand without interest.
As at October 31, 2016, included in due to related parties is $31,289 (July 31, 2016 - $25,494) in accounts and advances payable and accrued liabilities to current and former officers and companies controlled by directors and officers of the Company.
Included in general and administration expenses for the period ended October 31, 2016 is rent of $Nil (2015 - $1,725) paid to Skanderbeg Capital Partners Inc., a company that previously advised the Companys management and performed promotional work for the Company.
7.
CAPITAL STOCK AND ADDITIONAL PAID-IN-CAPITAL
Issued Capital Stock
On October 28, 2015, pursuant to a share surrender and cancellation agreement, the Company cancelled 13,000,186 shares of common stock surrendered to the Company, originally issued through debt conversion agreements on February 11, 2015 and March 31, 2015.
On January 29, 2016, the Company completed an initial public offering in Canada, issuing an aggregate of 6,050,000 shares of common stock at a price of $0.10 per share for gross proceeds of $605,000. In connection with the offering, the Company paid a cash commission of $48,400 and issued 484,000 agent warrants valued at $42,248 (discount rate 0.43%, volatility 215.3%, expected life 2 years, dividend yield 0%), exercisable at $0.10 per share for period of 24 months. The Company also paid the agent
a corporate finance fee of $25,000 and incurred other share issuance costs of $53,667.
On June 3, 2016, the Company issued 19,250 shares of common stock upon the exercise of agent warrants at a price of $0.10 per share.
On July 18, 2016, the Company issued 1,500,000 shares of common stock at a price of $0.16 per share to Klondike pursuant to the Klondike properties purchase agreement (Note 3).
On August 1, 2016, the Company issued 400,000 shares of common stock at a price of $0.15 per share to the Companys CEO as compensation. The shares were valued at $60,000 on issuance and were recognized as consulting expense.
Private Placement
On October 6, 2016, the Company announced a non-brokered private placement of up to 17,500,000 units at a price of $0.20 per unit for gross proceeds of up to $3,500,000. Each unit will consist of one share of the Companys common stock and one transferable share purchase warrant exercisable into one share of common stock at a price of $0.40 for a period of two years from the date of issuance. As at October 31, 2016, the Company has received $66,800 in advance subscriptions.
F-8
RISE RESOURCES INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED OCTOBER 31, 2016
(Expressed in Canadian Dollars)
(Unaudited)
7.
CAPITAL STOCK AND ADDITIONAL PAID-IN-CAPITAL
(contd
)
Stock Options
During the period ended October 31, 2016, the Company granted 586,600 stock options, exercisable at a price of $0.20 per share for a period of five years, to the Companys CEO.
The following incentive stock options were outstanding at October 31, 2016:
|
|
|
|
|
|
|
Number
of Shares
|
|
Exercise
Price
|
|
Expiry Date
|
|
|
|
|
|
|
|
2,700,000
|
$
|
0.15
|
|
January 31, 2021
|
|
586,600
|
|
0.20
|
|
August 8, 2021
|
|
3,286,600
|
|
0.16
|
|
|
|
|
|
|
|
|
Warrants
The following warrants were outstanding at October 31, 2016:
|
|
|
|
|
|
|
Number
of Warrants
|
|
Exercise
Price
|
|
Expiry Date
|
|
|
|
|
|
|
|
464,750
|
$
|
0.10
|
|
January 29, 2018
|
|
1,500,000
|
|
0.227
|
|
July 13, 2018
|
|
1,964,750
|
$
|
0.20
|
|
|
|
|
|
|
|
|
Share-Based Payments
The Company has a stock option plan under which it is authorized to grant options to executive officers and directors, employees and consultants enabling them to acquire up to 10% of the issued and outstanding common stock of the Company. Under the plan the exercise price of each option equals the market price of the Companys stock, less any applicable discount, as calculated on the date of grant. The options can be granted for a maximum term of 5 years with vesting determined by the board of directors.
During the period ended October 31, 2016, the Company granted 586,600 (2015 - Nil) stock options with a weighted average fair value of $0.18 (2015 - $Nil). The Company recognized share-based payments expense of $106,096 (2015 - $Nil).
The following weighted average assumptions were used for the Black-Scholes option-pricing model valuation of stock options granted during the period:
|
|
|
|
2016
|
2015
|
|
|
|
Risk-free interest rate
|
0.54%
|
N/A
|
Expected life of options
|
5.00 years
|
N/A
|
Expected annualized volatility
|
148.45%
|
N/A
|
Dividend
|
-
|
N/A
|
Forfeiture rate
|
-
|
N/A
|
F-9
RISE RESOURCES INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED OCTOBER 31, 2016
(Expressed in Canadian Dollars)
(Unaudited)
8.
SEGMENTED INFORMATION
The Company has two reportable segments, being the acquisition of exploration and evaluation assets located in British Columbia, Canada, and the United States.
9.
SUBSEQUENT EVENT
Subsequent to October 31, 2016, the Company:
·
Issued 272,080 shares of common stock upon the exercise of agent warrants at a price of $0.10 per share.
·
Entered into an agreement to extend the closing date for the purchase of the US Property until December 26, 2016, in exchange for a non-refundable cash payment of US$25,000, which will be credited against the US$2,000,000 purchase price of the property upon the exercise of the purchase option.
F-10