NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE PERIOD ENDED JANUARY 31, 2017
(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 condensed consolidated interim 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 $1,315,531 for the period ended January 31, 2017 and has accumulated a deficit of $3,152,500. 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 condensed consolidated interim 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 January 31, 2017, the Company had working capital of $779,255.
2.
BASIS OF PREPARATION
Generally Accepted Accounting Principles
The accompanying unaudited condensed consolidated 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 consolidated 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.
Basis of Consolidation
The condensed consolidated interim financial statements comprise the accounts of Rise Resources Inc., the parent company, and its wholly-owned subsidiary, Rise Grass Valley, Inc., a Nevada corporation, after the elimination of all material intercompany balances and transactions.
F-5
RISE RESOURCES INC.
(An Exploration Stage Company)
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE PERIOD ENDED JANUARY 31, 2017
(Expressed in Canadian Dollars)
(Unaudited)
2.
BASIS OF PREPARATION
(contd
)
Basis of Consolidation
(contd
)
Subsidiaries
Subsidiaries are all entities over which the Company has exposure to variable returns from its involvement and has the ability to use power over the investee to affect its returns. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Company controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Company until the date on which control ceases.
The accounts of subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies. Inter-company transactions, balances and unrealized gains or losses on transactions are eliminated upon consolidation.
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.
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 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 consolidated 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.
F-6
RISE RESOURCES INC.
(An Exploration Stage Company)
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE PERIOD ENDED JANUARY 31, 2017
(Expressed in Canadian Dollars)
(Unaudited)
3.
MINERAL PROPERTIES
The Companys mineral properties balance consists of:
|
|
|
|
January 31, 2017
|
July 31, 2016
|
|
|
|
Klondike, British Columbia
|
$ 513,031
|
$ 513,031
|
Indata, British Columbia
|
50,000
|
$50,000
|
Idaho-Maryland, California
|
2,970,872
|
-
|
|
|
|
Total
|
$ 3,533,903
|
$ 563,031
|
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 January 31, 2017, 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) 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 January 31, 2017, the Company has incurred cumulative exploration expenditures of $4,035 on the Indata property.
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 January 31, 2017, the Company has incurred cumulative exploration expenditures of $10,408 on the Klondike properties.
F-7
RISE RESOURCES INC.
(An Exploration Stage Company)
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE PERIOD ENDED JANUARY 31, 2017
(Expressed in Canadian Dollars)
(Unaudited)
3.
MINERAL PROPERTIES
(contd
)
Idaho-Maryland Gold Mine Property, California
On August 30, 2016, the Company entered into an option agreement with three parties to purchase a 100% interest in and to the Idaho-Maryland Gold Mine property located near Grass Valley, California, United States; pursuant to the option agreement, in order to exercise the option, the Company must pay US$2,000,000 by November 30, 2016. 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 will be credited against the purchase price of US$2,000,000 upon exercise of the option. On November 30, 2016, the Company negotiated an extension of the closing date of the option agreement to December 26, 2016, in return for a cash payment of $32,758 (US$25,000), which will be credited against the purchase price of US$2,000,000 upon exercise of the option. On December 28, 2016, the Company negotiated a further no-cost extension of the closing date of the option agreement to January 31, 2017. On January 25, 2017, the Company exercised the option by paying $2,588,625 (US$1,950,000), and acquired a 100% interest in the Idaho-Maryland Gold Mine property. In connection with the option agreement, the Company agreed to pay a cash commission of $184,000 (US$140,000) equal to 7 per cent of the purchase price of US$2,000,000; the commission was settled on January 25, 2017 through the issuance of 920,000 units valued at $0.20 per unit (Note 7).
On January 6, 2017, the Company entered into an option agreement with Sierra Pacific Industries Inc. to purchase a 100% interest in and to certain surface rights totalling approximately 82 acres located near Grass Valley, California, United States, contiguous to the Idaho-Maryland Gold Mine property acquired by the Company on January 25, 2017. Pursuant to the option agreement, in order to exercise the option, the Company must pay US$1,900,000 by March 31, 2017. Upon execution of the option agreement, the Company paid the vendors a non-refundable cash deposit in the amount of $132,732 (US$100,000), which will be credited against the purchase price of US$1,900,000 upon exercise of the option.
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.
F-8
RISE RESOURCES INC.
(An Exploration Stage Company)
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE PERIOD ENDED JANUARY 31, 2017
(Expressed in Canadian Dollars)
(Unaudited)
6.
RELATED PARTY TRANSACTIONS
Key management personnel consist of the Chief Executive Officer, Chief Financial Officer, the President, and the directors of the Company. The remuneration of the key management personnel is as follows:
a)
Salaries of $60,000 (2016 - $Nil) and 400,000 shares of common stock valued at $60,000, recognized as consulting expense, to the CEO of the Company;
b)
Consulting fees of $5,262 (2016 - $Nil) to a company controlled by a director of the Company; and
c)
Consulting fees of $18,000 (2016 - $Nil) to the CFO of the Company
d)
Consulting fees of $33,617 (2016 - $15,000) to the President and former CEO of the Company; and
e)
Share-based payments of $570,255 (2016 - $Nil) to the CEO of the Company.
As at January 31, 2017, the Company has recorded loans from related parties of $39,687 (US$30,500) (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 January 31, 2017, included in due to related parties is $19,774 (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 January 31, 2017 is rent of $Nil (2016 - $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.
F-9
RISE RESOURCES INC.
(An Exploration Stage Company)
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE PERIOD ENDED JANUARY 31, 2017
(Expressed in Canadian Dollars)
(Unaudited)
7.
CAPITAL STOCK AND ADDITIONAL PAID-IN-CAPITAL
(contd
)
Issued Capital Stock
(contd
)
On November 1, 2016 and November 7, 2016, the Company issued a total of
272,080 shares of common stock upon the exercise of agent warrants at a price of $0.10 per share.
On January 25, 2017, the Company issued 920,000 units valued at $0.20 per unit to an individual pursuant to a debt conversion by the individual in the amount of $184,000 (US$140,000), representing a cash commission equal to 7 per cent of the US$2,000,000 purchase price of the Idaho-Maryland property (Note 3).
Each unit consists of one share of 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.
Private Placement
On December 28, 2016, the Company completed a non-brokered private placement, issuing an aggregate of 21,044,500 units at a price of $0.20 per unit for gross proceeds of $4,208,900. Each unit consists of one share of 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. In connection with the private placement, the Company paid finders fees of $218,410 and issued a total of 1,104,300 agent warrants exercisable into one share of common stock at a price of $0.40 for a period of two years from the date of issuance.
On January 25, 2017, the Company completed a non-brokered private placement, issuing an aggregate of 1,340,000 units at a price of $0.20 per unit for gross proceeds of $268,000. Each unit consists of one share of 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. In connection with the private placement, the Company paid finders fees of $5,220 and issued a total of 26,100 agent warrants exercisable into one share of common stock at a price of $0.40 for a period of two years from the date of issuance.
During the period ended January 31, 2017, the Company received $43,750 in proceeds pertaining to the private placement of 455,000 units at $0.25 per unit, which closed subsequent to January 31, 2017 (Note 10); this amount has been recorded as subscriptions received in advance as at January 31, 2017.
Stock Options
During the period ended January 31, 2017, the Company granted a total of 2,729,142 stock options, exercisable at a weighted average price of $0.23 per share for a period of five years, to the Companys CEO.
The following incentive stock options were outstanding at January 31, 2017:
|
|
|
|
|
|
|
Number
of Shares
|
|
Exercise
Price
|
|
Expiry Date
|
|
|
|
|
|
|
|
2,000,000
|
$
|
0.15
|
|
January 31, 2021
|
|
586,600
|
|
0.20
|
|
August 8, 2021
|
|
2,142,542
|
|
0.24
|
|
December 27, 2021
|
|
4,729,142
|
|
0.20
|
|
|
|
|
|
|
|
|
F-10
RISE RESOURCES INC.
(An Exploration Stage Company)
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE PERIOD ENDED JANUARY 31, 2017
(Expressed in Canadian Dollars)
(Unaudited)
7.
CAPITAL STOCK AND ADDITIONAL PAID-IN-CAPITAL
(contd
)
Stock Options
(contd
)
Stock option transactions are summarized as follows:
|
|
|
|
Number of Options
|
Weighted Average Exercise Price
|
|
|
|
Balance, July 31, 2015
|
-
|
$ -
|
Options granted
|
2,700,000
|
0.15
|
|
|
|
Balance, July 31, 2016
|
2,700,000
|
$0.15
|
Options granted
|
2,729,142
|
0.23
|
Options expired/forfeited
|
(700,000)
|
(0.15)
|
|
|
|
Balance outstanding and exercisable, January 31, 2017
|
4,729,142
|
$ 0.20
|
Warrants
The following warrants were outstanding at January 31, 2017:
|
|
|
|
|
|
|
Number
of Warrants
|
|
Exercise
Price
|
|
Expiry Date
|
|
|
|
|
|
|
|
192,670
|
$
|
0.10
|
|
January 29, 2018
|
|
1,500,000
|
|
0.227
|
|
July 13, 2018
|
|
22,148,800
|
|
0.40
|
|
December 23, 2018
|
|
2,286,100
|
|
0.40
|
|
January 24, 2019
|
|
26,127,570
|
$
|
0.39
|
|
|
|
|
|
|
|
|
Warrant transactions are summarized as follows:
|
|
|
|
Number of Options
|
Weighted Average Exercise Price
|
|
|
|
Balance, July 31, 2015
|
-
|
$ -
|
Warrants issued
|
1,984,000
|
0.20
|
Warrants exercised
|
(19,250)
|
(0.10)
|
|
|
|
Balance, July 31, 2016
|
1,964,750
|
$ 0.20
|
Warrants issued
|
24,434,900
|
0.40
|
Warrants exercised
|
(272,080)
|
(0.10)
|
|
|
|
Balance outstanding, January 31, 2017
|
26,127,570
|
$ 0.39
|
F-11
RISE RESOURCES INC.
(An Exploration Stage Company)
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE PERIOD ENDED JANUARY 31, 2017
(Expressed in Canadian Dollars)
(Unaudited)
7.
CAPITAL STOCK AND ADDITIONAL PAID-IN-CAPITAL
(contd
)
Warrants
(contd
)
During the period ended January 31, 2017, the Company issued 1,130,400 (2016 484,000) agent warrants with a weighted average fair value of $0.17 (2016 - $0.09).
The following weighted average assumptions were used for the Black-Scholes option-pricing model valuation of agent warrants issued during the period:
|
|
|
|
2017
|
2016
|
|
|
|
Risk-free interest rate
|
0.76%
|
0.43%
|
Expected life of warrants
|
2.0 years
|
2.0 years
|
Expected annualized volatility
|
179.45%
|
215.30%
|
Dividend
|
Nil
|
Nil
|
Forfeiture rate
|
0%
|
0%
|
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 January 31, 2017, the Company granted 2,729,142 (2016 - Nil) stock options with a weighted average fair value of $0.21 (2016 - $Nil). The Company recognized share-based payments expense of $570,255 (2016 - $Nil).
The following weighted average assumptions were used for the Black-Scholes option-pricing model valuation of stock options granted during the period:
|
|
|
|
2017
|
2016
|
|
|
|
Risk-free interest rate
|
0.98%
|
N/A
|
Expected life of options
|
5.00 years
|
N/A
|
Expected annualized volatility
|
147.36%
|
N/A
|
Dividend
|
-
|
N/A
|
Forfeiture rate
|
-
|
N/A
|
8.
SUPPLEMENTAL CASH FLOW INFORMATION
During the period ended January 31, 2017, the Company issued 1,130,400 agent warrants valued at $197,643, accrued $117,903 in share issuance costs through accounts payable and accrued liabilities, and issued 920,000 units, each unit comprising one common share and one share purchase warrant, valued at $184,000 for a debt conversion in relation to mineral property acquisition.
During the period ended January 31, 2016, the Company issued 484,000 agent warrants valued at $42,248, accrued $6,658 in share issuance costs through accounts payable and accrued liabilities, and reallocated $51,948 in deferred financing costs to share issuance costs.
F-12
RISE RESOURCES INC.
(An Exploration Stage Company)
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE PERIOD ENDED JANUARY 31, 2017
(Expressed in Canadian Dollars)
(Unaudited)
9.
SEGMENTED INFORMATION
The Company has two reportable segments, being the acquisition of exploration and evaluation assets located in British Columbia, Canada, and California, United States.
10.
SUBSEQUENT EVENTS
Subsequent to January 31, 2017, the Company:
·
Issued 500,000 incentive stock options to an investor relations consultant, each option exercisable into one share of common stock at a price of $0.33 for a period of three years.
·
Completed a non-brokered private placement, issuing an aggregate of 455,000 units at a price of $0.25 per unit for gross proceeds of $113,750. Each unit consists of one share of 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. In connection with the private placement, the Company paid finders fees of $2,625 and issued a total of 10,500 agent warrants exercisable into one share of common stock at a price of $0.40 for a period of two years from the date of issuance.
F-13