Financial Statements
April 30, 2020
(Expressed in Canadian dollars)
INDEPENDENT AUDITORS’ REPORT
To the shareholders of Benz Mining Corp.:
Opinion
We have audited the financial statements of Benz Mining Corp. [the "Company"], which comprise the statements of
financial position as at April 30, 2020 and 2019, and the statements of loss and comprehensive loss, changes in equity and
cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting
policies.
In our opinion, these financial statements present fairly, in all material respects, the financial position of the Company as at
April 30, 2020 and 2019, and its financial performance and its cash flows for the year then ended in accordance with
International Financial Reporting Standards ["IFRSs"].
Basis for Opinion
We conducted our audits in accordance with Canadian generally accepted auditing standards. Our responsibilities under
those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of
our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit
of the financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these
requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Other Information
Management is responsible for the other information. The other information comprises the Management's Discussion and
Analysis, which we obtained prior to the date of this auditor's report.
Our opinion on the financial statements does not cover the other information and we do not express any form of assurance
conclusion thereon.
In connection with our audits of the financial statements, our responsibility is to read the other information identified
above and, in doing so, consider whether the other information is materially inconsistent with the financial statements or
our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have
performed, we conclude that there is a material misstatement of this, we are required to report that fact. We have nothing
to report in this regard.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements in accordance with
IFRSs, and for such internal control as management determines is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless
management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company's financial reporting process.
Auditor's Responsibilities for the Audit of Financial Statements
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Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with
Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment
and maintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
Company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast
significant doubt on the Company's ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the
financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on
the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may
cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and
whether the financial statements represent the underlying transactions and events in a manner that achieves fair
presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of
the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our
audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.
The engagement partner on the audit resulting in this independent auditor's report is Michael J. David.
Vancouver, BC
July 13, 2020
CHARTERED PROFESSIONAL ACCOUNTANTS
Incorporated Partners: David E. Lancaster, C.P.A., C.A. ~ Michael J. David, C.P.A., C.A.
Address: Suite 510, 701 West Georgia Street, PO Box 10133, Vancouver, BC, Canada, V7Y 1C6
Telephone: 604.717.5526 Facsimile: 604.717.5560 Email: admin@lancasteranddavid.ca
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Benz Mining Corp.
Statements of Operations and Comprehensive Loss
Operating Costs
Exploration and evaluation costs
Listing and filing fees
Management & consulting fees
Office and miscellaneous
Professional fees
Share-based payments
Shareholder information
Loss from operations
Other income
Interest Income
Write-down on mineral property
Net loss and comprehensive loss
Note
Years ended April 30,
2020
2019
4
5
6
4
$
177,537
31,388
319,142
72,023
50,773
350,228
38,561
(1,039,652)
$
-
13,161
262,894
82,368
62,346
71,856
157,975
(650,600)
5,505
(269,703)
8,907
-
(1,303,850)
(641,693)
Loss per share - basic and diluted
$
(0.05)
$
(0.02)
Weighted average number of shares outstanding - basic
and diluted
28,104,509
26,204,543
See accompanying notes to the financial statements
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Benz Mining Corp.
Statements of Financial Position
ASSETS
Current Assets
Cash and cash equivalents
Sales taxes recoverable
Prepaid expenses and deposits
Exploration and evaluation assets
LIABILITIES
Current Liabilities
Trade and other payables
EQUITY
Common shares
Equity reserves
Deficit
Note
April 30, 2020
April 30, 2019
4
5
6
$
2,350,371
23,619
5,150
2,379,140
$
945,116
15,683
33,505
994,304
330,000
269,703
$
2,709,140
$
1,264,007
$
243,785
$
34,904
7,388,166
1,981,393
(6,904,204)
6,420,305
2,412,444
(7,603,646)
2,465,355
1,229,103
$
2,709,140
$
1,264,007
Nature and Continuance of Operations (Note 1)
Subsequent Events (Note 10)
These financial statements are authorized for issue by the Board of Directors on July 13, 2020
Approved by the Board of Directors:
(Signed) Nick Tintor
Nick Tintor, Chairman of the Board
(Signed) Mathew O’Hara
Mathew O’Hara, Director
See accompanying notes to the financial statements
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Benz Mining Corp.
Statements of Cash Flows
Cash Flow from Operating Activities
Net loss for the period
Adjustments for non-cash items:
Share based payments
Write-down of mineral property
Changes in non-cash working capital:
Decrease in sales taxes recoverable
Decrease (increase) in prepaid expenses
Decrease in trade and other payables
Net cash flows used in operating activities
Cash Flow from Investing Activities
Additions to exploration and evaluation assets
Net cash flows used in investing activities
Cash Flow from Financing Activities
Issuance of common shares for cash, net costs
Proceeds from exercise of options
Net cash flows provided by financing activities
Net change in cash and cash equivalents
Cash and Cash Equivalents, Beginning of Year
Note
Year ended April 30,
2019
2020
$
(1,303,850)
$
(641,693)
6
4
4
6
6
350,228
269,703
(7,936)
28,355
20,505
(642,995)
71,856
-
-
631
125,384
(38,258)
(482,080)
(75,000)
(75,000)
(17,500)
(17,500)
2,110,750
12,500
2,123,250
1,405,255
945,116
-
-
-
(499,580)
1,444,696
Cash and Cash Equivalents, End of Year
$
2,350,371
$
945,116
Non-cash Investing and Financing Activities:
Issuance of common shares for mineral properties
$
255,000
$
20,818
See accompanying notes to the financial statements
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Benz Mining Corp.
Statements of Changes in Equity
Balance, April 30, 2018
Shares issued for exploration and
evaluation assets
Share based payments
Net loss for the year
Balance, April 30, 2019
Common shares issued for cash:
Private placement
Share issuance costs
Exercise of options
Shares issued for exploration and
evaluation assets
Share based payments
Expired warrants and stock options
Net loss for the year
Balance, April 30, 2020
6
6
6
6
6
6
6
6
Note
Common Shares
Number
Amount
Equity
Reserves
Deficit
Total Equity
26,039,518
$
6,399,487
$
2,340,588
$
(6,961,953)
$
1,778,122
277,576
20,818
-
-
-
-
-
71,856
-
-
20,818
71,856
-
(641,693)
(641,693)
26,317,094
$
6,420,305
$
2,412,444
$
(7,603,646)
$
1,229,103
27,773,024
1,246,313
-
(557,291)
864,437
368,915
125,000
23,839
(11,339)
3,000,000
255,000
-
-
-
-
-
-
-
350,228
(2,003,292)
2,003,292
-
(1,303,850)
(1,303,850)
57,215,118
$
7,388,166
$
1,981,393
$
(6,904,204)
$
2,465,355
-
-
-
-
-
2,110,750
(188,376)
12,500
255,000
350,228
-
See accompanying notes to the financial statements
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Benz Mining Corp.
Notes to the Financial Statements
April 30, 2020
1. NATURE OF OPERATIONS
Benz Mining Corp. (“Benz” or the “Company”) is involved in the acquisition, exploration and
exploitation of mineral properties located in the Americas. The Company’s head and registered
offices are located at 927 Poirier Street, Coquitlam, British Columbia, V3J 6C3. The Company’s
common shares are traded on the TSX-V Exchange.
Since March 2020, several measures have been implemented in Canada and the rest of the world in
response to the increased impact from the novel coronavirus (“COVID-19”). While the impact of
COVID-19 is expected to be temporary, the current circumstances are dynamic and the impacts of
COVID-19 on business operations cannot be reasonably estimated at this time. The Company
anticipates this could have an adverse impact on its business, financial performance, financial
position and cash flows in 2020.
2. BASIS OF PRESENTATION
Statement of compliance
These audited financial statements for the year ended April 30, 2020 (“Financial Statements”) have
been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by
the International Accounting Standards Board (“IASB”).
Basis of measurement
These Financial Statements are expressed in Canadian dollars, the Company’s functional currency,
and have been prepared on a historical cost basis, except for financial instruments that have been
measured at fair value.
Significant Accounting Judgements and Estimates
Significant assumptions about the future and other sources of estimation uncertainty that
management has made at the statement of financial position date, that could result in a material
adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ
from assumptions made, relate to, but are not limited to, the following:
a)
Impairment of exploration and evaluation assets
Management considers both external and internal sources of information in assessing whether
there are any indications that the Company’s exploration and evaluation assets are impaired.
External sources of information that management considers include changes in the market,
economic and legal environment, in which the Company operates, that are not within its
control, and affect the recoverable amount of its mining interests.
b) Valuation of share-based payments
The Company uses the Black-Scholes option pricing model for valuation of share-based
payments. Option pricing models require the input of subjective assumptions including expected
price volatility, interest rate, and forfeiture rate. Changes in the input assumptions can
materially affect the fair value estimate and the Company’s earnings and equity reserves.
Notes to the Financial Statements (continued)
c) Recognition and measurement of deferred tax assets and liabilities
Estimates of future taxable income are based on forecasted cash flows from operations and the
application of existing tax laws in each jurisdiction. Weight is attached to tax planning
opportunities that are within the Company’s control and are feasible and implementable
without significant obstacles. The likelihood that tax positions taken will be sustained upon
examination by applicable tax authorities
is assessed based on individual facts and
circumstances of the relevant tax position evaluated in light of all available evidence. Where
laws and regulations are either unclear or subject to ongoing varying
applicable tax
interpretations, it is reasonably possible that changes in these estimates can occur that
materially affect the amounts of income tax assets/liabilities.
3. SIGNIFICANT ACCOUNTING POLICIES
Cash and cash equivalents
Cash and cash equivalents comprise cash at banks and on hand, and short-term deposits with an
original maturity of three months or less, which are cashable and readily convertible into a known
amount of cash.
Exploration and evaluation assets
The cost of a property acquired as an individual asset purchase or as part of a business combination
represents the property's fair value at the date of acquisition. This cost is capitalized until the
viability of the mining property is determined. When it is determined that a property is not
economically viable, the amount capitalized is written off which includes expenditures which were
capitalized to the carrying amount of the property subsequent to its acquisition.
The Company expenses all costs relating to the exploration for and evaluation of mineral claims until
such time as a technical feasibility study has been completed and commercial viability of extracting
the mineral resources is demonstrable. Such costs include, but are not limited to, geological,
geophysical studies, exploratory drilling and sampling. Once the technical feasibility and commercial
viability of the extraction of mineral resources in an area of interest are demonstrable, exploration
and evaluation expenses attributable to that area of interest will be capitalized to mineral
properties. Costs will continue to be capitalized until the property to which they relate is ready for
its intended use, sold, abandoned, or management has determined there is impairment. If
economically recoverable reserves are developed, capitalized costs of the property are depleted
using the units of production method.
The Company capitalizes acquisition costs related to mineral properties.
Impairment
Non-financial assets are reviewed for impairment at the end of each reporting period and
throughout the year if there is any indication that the carrying amount may not be recoverable. If
any such indication is present, the recoverable amount of the asset is estimated in order to
determine whether impairment exists. Where the asset does not generate cash inflows that are
independent from other assets, the Company estimates the recoverable amount of the cash-
generating unit to which the asset belongs. Goodwill, any intangible asset with an indefinite useful
life, or any intangible asset not yet available for use is tested for impairment annually and whenever
there is an indication that the asset may be impaired.
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Notes to the Financial Statements (continued)
An asset or cash-generating unit’s recoverable amount is the higher of fair value less costs to sell
and value in use. In assessing value in use, the estimated future cash flows are discounted to their
present value, using a pre-tax discount rate that reflects current market assessments of the time
value of money and the risks specific to the asset for which estimates of future cash flows have not
been adjusted.
If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying
amount, the carrying amount is reduced to the recoverable amount. Impairment is recognized
immediately in profit or loss. Where an impairment subsequently reverses, the carrying amount is
increased to the revised estimate of recoverable amount but only to the extent that this does not
exceed the carrying value that would have been determined if no impairment had previously been
recognized. Impairment of goodwill cannot be reversed.
Financial instruments
Financial assets and financial liabilities are classified into three categories: Amortized Cost, Fair
Value through Other Comprehensive Income ("FVOCI") and Fair Value through Profit and Loss
(“FVPL”). The classification of financial assets is determined by their context in the Company’s
business model and by the characteristics of the financial asset’s contractual cash flows.
Financial assets and financial liabilities are measured at fair value on initial recognition, which is
typically the transaction price unless a financial instrument contains a significant financing
component. Subsequent measurement is dependent on the financial instrument’s classification.
Cash and cash equivalents, trade and other receivables, and trade and other payables are measured
at amortized cost. The contractual cash flows received from the financial assets are solely payments
of principal and interest and are held within a business model whose objective is to collect the
contractual cash flows. The financial assets and financial liabilities are subsequently measured at
amortized cost using the effective interest method.
The Company has no financial instruments measured at FVPL or FVOCI.
Impairment of financial assets is determined by measuring the assets' expected credit loss ("ECL").
Trade and other accounts receivable are due within one year or less; therefore, these financial
assets are not considered to have a significant financing component and a lifetime ECL is measured
at the date of initial recognition of the accounts receivable.
Provisions
Provisions are recognized where a legal or constructive obligation has been incurred as a result of
past events, it is probable that an outflow of resources embodying economic benefit will be required
to settle the obligation and a reliable estimate of the amount of the obligation can be made. If
material, provisions are measured at the present value of the expenditures expected to be required
to settle the obligation. The increase in any provision due to passage of time is recognized as
accretion expense.
Share capital
Common shares are classified as equity. Transaction costs directly attributable to the issue of
common shares and share options are recognized as a deduction from equity, net of any tax effects.
10 | P a g e
Notes to the Financial Statements (continued)
Unit offerings
The Company has adopted the relative fair value method with respect to the measurement of
shares and warrants issued as equity units. The relative fair value method requires an allocation of
the net proceeds received based on the pro rata relative fair values of the components. If and when
the warrants are ultimately exercised, the applicable amounts are transferred from equity reserves
to share capital. If the warrants expire unexercised, the Company will transfer the value attributed
to those warrants from equity reserves to deficit.
Share-based payment transactions
The share option plan allows Company employees, directors, and consultants to acquire shares of
the Company. All options granted are measured at fair value and are recognized in expenses as
share-based payments with a corresponding increase in equity reserves. An individual is classified
as an employee when the individual is an employee for legal or tax purposes (direct employee) or
provides services similar to those performed by a direct employee.
The fair value of employee options is measured at grant date, and each tranche is recognized using
the graded vesting method over the period during which the options vest. The fair value of the
options granted is measured using the Black-Scholes option pricing model taking into account the
terms and conditions upon which the options were granted. For non-employees, share-based
payments are measured at the fair value of goods and services received or the fair value of the
equity instruments issued, if it is determined that the fair value cannot be reliably measured and are
recorded at the date the goods or services are received. The fair value of the options is accrued and
charged either to operations or exploration and evaluation assets, with the offset credit to equity
reserves. This includes a forfeiture estimate, which is revised for actual forfeitures in subsequent
periods. Upon the expiration or cancellation of unexercised stock options, the Company will transfer
the value attributed to those stock options from equity reserves to deficit.
Loss per share
The Company presents basic and diluted loss per share data for its common shares, calculated by
dividing the loss attributable to common shareholders of the Company by the weighted average
number of common shares outstanding during the period. Diluted loss per share is determined by
adjusting the loss attributable to common shareholders and the weighted average number of
common shares outstanding for the effects of all dilutive potential common shares.
In the
Company's case, diluted loss per share is the same as basic loss per share as the effects of including
all outstanding options and warrants would be anti-dilutive.
Related party transactions
Parties are considered to be related if one party has the ability, directly or indirectly, to control the
other party or exercise significant influence over the other party in making financial and operating
decisions. Parties are also considered to be related if they are subject to common control. Related
parties may be individuals or corporate entities. A transaction is considered to be a related party
transaction when there is a transfer of resources or obligations between related parties.
Income taxes
Income tax comprises current and deferred tax. Income tax is recognized in profit or loss, except to
the extent that it relates to items recognized directly in equity, in which case it is recognized as
equity.
11 | P a g e
Notes to the Financial Statements (continued)
Current tax expense is the expected tax payable on the taxable income for the year, using rates
substantively enacted at period end, adjusted for amendments to tax payable with regards to
previous years.
Deferred tax is provided for temporary differences, between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for taxation purposes.
A deferred tax asset is recognized only to the extent that it is probable that future taxable profits
will be available against which the asset can be utilized. To the extent that the Company does not
consider it probable that a deferred tax asset will be recovered, the deferred tax asset is reduced
using a valuation allowance.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset
current tax assets against current tax liabilities and when they relate to income taxes levied by the
same taxation authority and the Company intends to settle its current tax assets and liabilities on a
net basis.
Adoption of New Accounting Standards
IFRS 16 Leases (“IFRS 16”)
On May 1, 2019, the Company adopted IFRS 16 which replaced IAS 17. IFRS 16 applies to lessees,
requiring the recognition of assets and liabilities for most leases and eliminates the distinction
between operating and financing leases. IFRS 16 did not have a material impact on the Company’s
classification and measurement of financial assets and liabilities.
4. EXPLORATION AND EVALUATION ASSETS
The Company has accumulated the following acquisition and exploration expenditures:
Balance, April 30, 2018
Acquisition costs
Balance, April 30, 2019
Acquisition costs
Write-down
Balance, January 31, 2020
Mel Property
Mel
Property
Eastmain
Property
$ 231,385
38,318
$ -
-
$ 269,703
-
(269,703)
$ -
330,000
-
$ -
$ 330,000
On March 14, 2017, the Company entered into a Property Purchase Agreement with Silver Range
Resources Ltd. (“Silver Range”), pursuant to which the Company had an option to purchase 100% of
Silver Range’s wholly-owned Mel zinc-lead-barite project located near Watson Lake in southeast
Yukon for an aggregate purchase price of $2,717,500.
In November 2019, the Company relinquished its rights to the option purchase agreement of the
Mel Property and recognized a write-down of $269,703.
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Notes to the Financial Statements (continued)
Eastmain Property
In August 2019, the Company entered into an option agreement (the "Option Agreement") to
acquire a 100% interest in the former producing Eastmain Gold project (the "Project") located in
James Bay District, Quebec for $5,000,000. In April 2020, Benz entered into an amending agreement
(the "Amending Agreement") in connection with the Eastmain Mine project pursuant to which it
acquired a further option to earn a 100% interest in the Ruby Hill West and Ruby Hill East properties,
located west of the Eastmain gold mine project.
Pursuant to the Option and Amendment Agreements, the Company retains the right and option to
earn a 75% interest in the Project and Ruby Hill properties by issuing the following cash and
common shares payments to the vendor (the "Option Payments"):
Option Agreement Effective date – October 23, 2019 (paid)
Amending Agreement approval date by TSX-V Exchange – May
21, 2020 (paid)
On or before the 1st Anniversary of the Effective Date
On or before the 2nd Anniversary of the Effective Date
On or before the 3rd Anniversary of the Effective Date
On or before the 4th Anniversary of the Effective Date
Total Price*
* Total in cash and shares is $2,695,000.
Option Payments
Payable in Cash
$75,000
$75,000
$150,000
$150,000
$200,000
$1,250,000
$1,900,000
Option Payments
Payable in Cash or
Shares
-
-
$100,000
$110,000
$110,000
$475,000
$795,000
In addition to the Option Payments, the Company issued to the vendor 3,000,000 common shares,
with a value of $255,000 on grant date. Per the Amending Agreement, on approval by the TSX-V
Exchange a share payment of 2,000,000 common shares of Benz or a cash payment in an amount to
enable the vendor to acquire 2,000,000 common shares of Benz is due within three months
including the issuance of 4,000,000 share purchase warrants, each warrant enabling the holder to
purchase one common share of Benz at a price of $0.12 until April 27, 2023. The additional
2,000,000 shares and 4,000,000 warrants were issued on May 21, 2020.
The Project property expenditure schedule, as defined in the Option Agreement and updated in the
Amending Agreement totals $3,500,000 as follows:
On or before the 1st Anniversary of the Effective Date
On or before the 2nd Anniversary of the Effective Date
On or before the 3rd Anniversary of the Effective Date
On or before the 4th Anniversary of the Effective Date
Total Property Expenditure
Cash Spend
$0
$1,000,000
$1,500,000
$1,000,000
$3,500,000
If and when the Company has made the Option Payments, issued shares and warrants and incurred
expenditures as described above, the Company will be deemed to have exercised the options and a
75% right, title and interest to the Project and Ruby Hill properties. The Company has the right to
accelerate expenditures at any time.
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Notes to the Financial Statements (continued)
Following the exercise of the options, the Company will be obligated to make the following
additional payments to the vendor on the occurrence of the following events:
$1,000,000 within five (5) business days of the closing of project financing to place the
Property or any part thereof into commercial production in accordance with a feasibility
study completed by the Optionee within 24 months of the exercise of the Option. With this
payment, Benz will have acquired 100% of Eastmain Resources recorded and/or leasehold
interest in the Project. If Benz fails to make this milestone payment, Eastmain Resources will
have the right to buy back Company's 75% interest in the Project for $3,500,000, of which
up to $1,225,000 may be paid in common shares of Eastmain Resources; and
$1,500,000 within five (5) business days of the Commencement of Commercial Production.
The Company may, at its election, pay up to 25% of this payment in common shares of the
Company. The number of common shares required to be issued will be determined by the share
equivalent of such payment on the date of issuance.
The vendor would retain a 2% Net Smelter Return royalty in respect of the Project. The Company
may, at any time, purchase one half of the NSR Royalty, thereby reducing the NSR Royalty to a 1%
net smelter returns royalty, for $1,500,000.
Benz will have the right to earn an additional 25% interest in the Ruby Hill West and Ruby Hill East
properties by paying an additional $100,000 to Eastmain by October 23, 2025, which can be paid in
shares at the election of Eastmain based on the prevailing VWAP of the Company's shares up to a
maximum of 500,000 shares.
Following the acquisition of a 100% interest in the Ruby Hill West and Ruby Hill East properties
Eastmain will retain a 1% net smelter return royalty, of which one half may be purchased for
$500,000 thereby reducing it to a 0.5% net smelter returns royalty. The net smelter returns royalty
is also offset by any pre-existing royalties which may reduce the royalty burden.
5. RELATED PARTY TRANSACTIONS AND BALANCES
Related party transactions are measured at the estimated fair values of the services provided or
goods received. Related party transactions not disclosed elsewhere in these Financial Statements
are as follows:
a) Key Management Compensation
Key management personnel include the members of the Board of Directors and officers of the
Company, who have the authority and responsibility for planning, directing, and controlling the
activities of the Company. The remuneration of directors and officers for years ended April 30,
2020 and 2019 was as follows:
14 | P a g e
Notes to the Financial Statements (continued)
Salaries, bonuses, fees and benefits
Management fees to the officers and directors of the
Company
Rent fees paid to a company controlled by an officer
of the Company
Share-based payments
Officers and directors of the Company
April 30, 2020
April 30, 2019
$
283,349
$
234,100
-
12,624
177,605
55,853
$
460,954
$
302,577
b)
In the normal course of operations, the Company transacts with companies related to its
directors or officers. The following amounts are payable to related parties, and are included in
trade and other payables:
Management fees
Expenses paid on behalf of the Company
April 30, 2020
April 30, 2019
$ 5,000
800
$ 13,125
2,093
$ 5,800
$ 15,218
6. SHARE CAPITAL
a) Authorized: Unlimited common shares, without par value
Unlimited preferred shares, without par value
b)
Issued:
In October 2019, the Company issued 3,000,000 common shares pursuant to the terms of the
Eastmain option agreement (see Note 4) with a value of $255,000.
In April 2020, the Company issued 125,000 shares on the exercise of options for $12,500. The
fair value of these options totaling $11,339 was transferred to share capital from reserves.
In April 2020, the Company completed a non-brokered private placement financing through the
issuance of 27,773,024 units at the price of $0.076 per unit, for total cash proceeds of
$2,110,750. Each unit was comprised of one common share of the Company and one common
share purchase warrant, with each warrant being exercisable into one common share of the
Company at an exercise price of $0.12 per share until April 27, 2025. The Company incurred
share issuance costs of $188,375 in the form of finders’ fees and professional fees in addition to
issuing compensation units valued at $368,915.
Escrow Shares
As at April 30, 2020, an amount of 222,857 common shares are held in escrow subject to an
escrow agreement with Tusk Exploration Ltd. These shares continue to be held due to unmet
contractual obligations.
15 | P a g e
Notes to the Financial Statements (continued)
c) Share purchase warrants and compensation warrants
A summary of changes in share purchase warrants and compensation warrants is as follows:
Balance, April 30, 2018 and 2019
Issued
Expired
Balance, April 30, 2020
Underlying
Shares
16,951,544
27,773,024
(16,951,544)
27,773,024
Weighted Average
Exercise Price
$ 0.37
0.12
0.37
$ 0.12
The Company issued 27,773,024 warrants through the financing described in the previous
section. Each warrant entitles the holder to acquire one additional share at the price of $0.12
until April 27, 2023.
The warrants have been valued using the Black-Scholes pricing model, with a gross amount of
$864,437 included in reserves based on the relative fair values of the shares and warrants
issued. The following assumptions were used for the Black-Scholes valuation of the warrants
granted:
Weighted average assumptions:
Risk-free interest rate
Expected dividend yield
Expected option life (years)
Expected stock price volatility
Weighted average fair value at measurement date
Warrants outstanding as at April 30, 2020 and 2019, are:
April 30, 2020
April 30, 2019
0.34%
$0.00
3
118%
$0.08
nil
nil
nil
nil
nil
Expiry Date
July 28, 2019
November 25, 2019
August 15, 2019
September 1, 2019
April 27, 2023
Exercise Price
per Share
Outstanding and Exercisable
April 30, 2020
April 30, 2019
$5.50
$5.50
$0.35
$0.35
$0.12
-
-
-
-
27,773,024
27,773,024
49,068
30,000
3,716,176
13,156,300
-
16,951,544
d) Compensation Units
Pursuant to the private place of 27,773,024 units, the Company paid finders’ fees consisting of a
cash payment in the aggregate amount of $160,257 and 2,115,652 compensation units with a
fair value of $368,915. Each compensation unit is exercisable at a price of $0.076 until April 27,
2023 and entitles the holder to purchase one unit (comprised of one share and one warrant).
Each warrant received upon the exercise of a compensation unit entitles the holder to purchase
one share at price of $0.12 per warrant until April 27, 2023.
16 | P a g e
Notes to the Financial Statements (continued)
The following assumptions were used for the Black-Scholes valuation of the warrants granted:
Weighted average assumptions:
Risk-free interest rate
Expected dividend yield
Expected option life (years)
Expected stock price volatility
Weighted average fair value at measurement date
e) Stock options
April 30, 2020
April 30, 2019
0.34%
$0.00
3
118%
$0.08
nil
nil
nil
nil
nil
The Company’s stock option plan authorizes for the granting of options to directors, officers,
employees, and consultants. Pursuant to the terms of the Stock Option Plan, the Board of
Directors may from time to time, in its discretion, and in accordance with Exchange policies,
grant incentive stock options ("Options") to purchase the Company’s common shares to
directors, officers, employees, and consultants. Under the Stock Option Plan, a maximum of 10%
of the outstanding shares can be reserved for issuance. The number of shares reserved for
issuance to any individual director or officer will not exceed five percent (5%) of the issued and
outstanding shares and the number of shares reserved for issuance to all technical consultants
will not exceed two percent (2%) of the issued and outstanding shares.
A summary of changes in stock options is as follows:
Underlying
Shares
Weighted Average
Exercise Price
Stock options outstanding, April 30, 2018
Granted
Stock options outstanding, April 30, 2019
Granted
Exercised
Expired
Cancelled
Stock options outstanding, April 30, 2020
Stock options exercisable, April 30, 2020
1,943,276
650,000
2,593,276
3,684,000
(125,000)
(200,000)
(231,678)
5,720,598
5,670,598
$0.40
$0.10
$0.33
$0.11
$0.10
$0.11
$1.29
$0.16
$0.16
In September 2019, Benz cancelled an aggregate of 231,678 stock options previously held by
directors and officers.
On September 7, 2019, the Company granted 200,000 stock options to a consultant, exercisable
at a price of $0.11 per share for a period of two years. The option expired prior to vesting.
On March 3, 2020, the Company granted 570,000 stock options to eligible parties, exercisable at
a price of $0.076 per share for a period of five years.
On April 27, 2020, the Company granted 2,914,000 stock options to eligible parties, exercisable
at a price of $0.12 per share for a period of five years.
17 | P a g e
Notes to the Financial Statements (continued)
During the year ended April 30, 2020, the Company recorded share-based payments of
$350,228 (2019 - $71,856). The fair value of stock options was estimated using the Black-Scholes
Option Pricing Model with the following assumptions:
Weighted average assumptions:
Risk-free interest rate
Expected dividend yield
Expected option life (years)
Expected stock price volatility
Weighted average fair value at measurement date
April 30, 2020
April 30, 2019
0.53%
$0.00
5.72
129%
$0.10
2.39%
$0.00
10
124%
$0.09
A summary of stock options outstanding as at April 30, 2020, is as follows:
Number of
Stock Options
Outstanding
22,598
434,000
1,255,000
525,000
570,000
2,914,000
5,720,598
Number of
Stock Options
Exercisable
22,598
434,000
1,155,000
525,000
570,000
2,914,000
5,620,598
Exercise
Price
$3.00
$0.19
$0.265
$0.10
$0.076
$0.12
Weighted
Average
Remaining
Contractual
Life (in years)
4.72
6.86
7.34
8.02
4.84
4.99
5.91
Intrinsic
Value
$0.00
$0.00
$0.00
$0.01
$0.03
$0.00
Expiry Date
January 18, 2025
March 9, 2027
August 31, 2027
May 4, 2028
March 3, 2025
April 27, 2025
7. CAPITAL MANAGEMENT
The Company’s objectives when managing capital are to safeguard the Company’s ability to
continue as a going concern in order to pursue the exploration and development of its properties
and to maintain a flexible capital structure for its projects for the benefit of its stakeholders. In the
management of capital, the Company includes the components of shareholders’ equity.
The Company manages the capital structure and makes adjustments to it in light of changes in
economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the
capital structure, the Company may attempt to issue new shares or adjust the amount of cash and
cash equivalents. Management reviews the capital structure on an ongoing basis and believes that
this approach, given the relative size of the Company, is reasonable.
The Company is not subject to externally imposed capital requirements. There were no changes to
the Company’s capital management during the year ended April 30, 2020.
8. FINANCIAL INSTRUMENTS AND RISK
The Company’s financial instruments consist of cash and cash equivalents, and trade and other
payables. The fair value of the financial instruments approximates their carrying values, unless
otherwise noted.
The Company’s risk exposures and the impact on the Company’s financial instruments are
summarized below:
18 | P a g e
Notes to the Financial Statements (continued)
a) Credit risk
The Company’s credit risk is mainly attributable to its liquid financial assets: cash and cash
equivalents. The Company deposits cash with high credit quality financial institutions and credit
risk is considered to be minimal. The Company’s maximum exposure to credit risk is $2,350,371,
which is the carrying value of the Company’s cash and cash equivalents at April 30, 2020.
b) Liquidity risk
The Company’s approach to managing liquidity risk is to ensure that it will have sufficient
liquidity to meet liabilities when due. As at April 30, 2020, the Company had a cash and cash
equivalents balance of $2,350,371 (April 30, 2019 - $945,116) to settle current liabilities of
$243,785 (April 30, 2019 - $34,904).
9.
INCOME TAXES
A reconciliation of income taxes at statutory rates with reported taxes is as follows:
April 30, 2020
April 30, 2019
Statutory rates
27%
27%
Loss before income taxes
$ (1,303,850)
$ (641,693)
Expected income tax recovery at statutory rate
Non-deductible items and permanent differences
Effect of change in tax rates
Change in valuation allowance
Future income tax recovery
352,040
(169,665)
-
(182,375)
$ -
173,257
(3,892)
27,473
(196,838)
$ -
The significant components of the Company's future income tax assets are as follows:
Future income tax asset:
Non-capital loss carryforwards
Exploration expenditure pool
Undeducted financing costs
Less: valuation allowance
Net future income tax assets
April 30, 2020
April 30, 2019
$ 932,420
494,879
154,365
1,581,664
(1,581,664)
$ -
$ 750,045
463,224
51,279
1,264,548
(1,264,548)
$ -
The Company has non-capital losses for tax purposes of approximately $3,453,400 (2019 -
$2,777,900), which may be used to reduce future taxable income in Canada, expiring beginning in
2022. The Company has unclaimed exploration expenditures of approximately $1,832,800 (2019 -
$1,715,600), which can be deducted for income tax purposes in Canada in future years at the
Company’s discretion.
19 | P a g e
Notes to the Financial Statements (continued)
10. SUBSEQUENT EVENTS
In May 2020, the Company issued 2,000,000 common shares and 4,000,000 share purchase
warrants pursuant to the terms of the Eastmain option agreement (see Note 4).
On June 2, 2020, the Company closed a non-brokered flow-through private placement (the
"Placement") of 12,000,000 flow through units (each, a "FT Unit") at a price of $0.30 per FT Unit, for
gross proceeds of $3,600,000. Each FT Unit consists of one common share of the Company and one
common share purchase warrant (each a "Warrant"). Each Warrant entitles the holder to purchase
one non-flow through common share at a price of $0.17 per share until June 1, 2023. All of the
shares issued pursuant to the Placement (including shares issuable upon exercise of Warrants) are
subject to a four-month hold period expiring October 2, 2020. Finder's fees in the aggregate of
$144,000 were paid and an aggregate of 1,440,000 Finder's compensation options were issued in
conjunction with the Placement (each a "Finder's Compensation Option"). Each Finder's
Compensation Option is exercisable at a price of $0.17 until June 1, 2023 and entitles the holder to
purchase one Unit (comprised of one common share and one Warrant). Each Warrant received upon
the exercise of a Finder's Compensation Option entitles the holder to purchase one common share
at price of $0.17 per share until June 1, 2023.
In June 2020, the Company granted an aggregate of 1,400,000 incentive stock options to certain
directors, officers and consultants of Benz at an exercise price of $0.21 per share for a period of five
years.
In June 2020, the Company issued 320,000 common shares upon the exercise of 320,000 stock
options for proceeds of $38,300.
In July 2020, the Company issued 1,351,500 common shares upon the exercise of 1,351,500 stock
options for proceeds of $190,973.
In July 2020, the Board of Directors approved the payment of a $200,000 bonus to a director of the
Company in recognition of service.
20 | P a g e