RE:RE:RE:Financial positionGreenArrowUp wrote: stockpunter wrote: Thanks. So, we have no explanation for the repayment deferal, correct?
Correct Not that I see any
Northcliff Resources Ltd. Notes to the Condensed Consolidated Interim Financial Statements For the three months ended January 31, 2022 and 2021 (Unaudited – Expressed in Canadian Dollars, unless otherwise stated) Loan Payable – Continuity Schedule Three months Year ended January 31, ended October 31, 2022 2021 Beginning balance $ 1,340,319 $ 381,312 Cash advance received (March-2021 Loan) – 400,000 Cash advance received (August-2021 Loan) 500,000 500,000 Financing Costs (7,013) (57,001) Interest accrual 32,356 74,026 Amortization of financing costs 10,142 41,982 Total $ 1,875,804 $ 1,340,319 9 . SHARE CAPITAL (a) Authorized share capital (b) Reserves Equity-settled share-based payments reserve Revaluation reserve The Company has recorded the loan payable, net of transaction costs, at amortized cost as a financial liability. The equity-settled share-based payments reserve relates to equity-settled share-based payments described in Note 10. As at January 31, 2022 and October 31, 2021, the authorized share capital was comprised of an unlimited number of common shares (“Common Shares”) without par value. All issued shares are fully paid. The investment revaluation reserve represents the cumulative gains and losses arising on the revaluation of the marketable securities (note 4) that have been recognized in other comprehensive income. Each cash advance under the August-2021 Loan is secured, will bear interest at a rate of 10% per annum and has a term of 12 months with the interest payable at maturity. The August-2021 Loan and accrued interest is repayable at any time by the Company without penalty, or can be settled at maturity, either through issuances of shares in the Company ("Share Settlement") or transfer of part of the Company's interest in the Sisson Project Limited Partnership and its general partner, Sisson Mines Ltd. ("Partnership Settlement"), at the election of Todd. The conversion price ("Conversion Price") used for the Share Settlement or Partnership Settlement will be the higher of the 5-day or 30-day volume weighted average share price (VWAP) of the Company on the TSX at the maturity date. For the Share Settlement, the maximum discount (currently 25%) allowed under the TSX rules will be applied to the Conversion Price. Northcliff will be required to obtain disinterested shareholder approval to issue any shares in excess of 19,113,182 shares (10% of currently issued and outstanding common shares). Alternatively, the general and limited partnership interest to be transferred under the Partnership Settlement will be determined as the percentage that the August-2021 Loan plus accrued interest represents of the implied value of the Sisson Partnership based on the Conversion Price. In the event the August-2021 Loan is settled through shares of the Company, any remaining balance after issuance of 19,113,182 shares may be settled through transfer of a general and limited partnership interest. Page 10 Northcliff Resources Ltd. Notes to the Condensed Consolidated Interim Financial Statements For the three months ended January 31, 2022 and 2021 (Unaudited – Expressed in Canadian Dollars, unless otherwise stated) 10 . EQUITY-SETTLED SHARE-BASED PAYMENTS Three months ended January 31, 2022 2021 Option-based award (note 10(a)) $ 28,053 $ 3,666 Sharebased award – RSUs (note 10(b)) 12,690 11,085 Sharebased award – DSUs (note 10(c)) – 51,750 $ 40,743 $ 66,501 (a) Share purchase options (the “Options”) The following summarizes the changes in the Options: Continuity of Options Weighted Weighted Number of average Number of average Options exercise price Options exercise price Outstanding – beginning balance 3,535,000 $ 0.07 4,185,000 $ 0.07 Granted 3,646,500 $ 0.05 – – Cancelled – – – – Expired – – (650,000) $ 0.09 Outstanding – ending balance 7,181,500 $ 0.06 3,535,000 $ 0.07 Exercisable – ending balance 3,535,000 $ 0.07 – $ 0.07 Awards vest in several tranches ranging from 6 months to 18 months. The following table summarizes information on the Options outstanding as at the following reporting dates: Options outstanding Weighted average Weighted average Number of remaining Number of remaining Options contractual life Options contractual life Exercise price outstanding (years) outstanding (years) $ 0.07 3,535,000 1.28 3,535,000 1.53 $ 0.09 – – – – Total 3,535,000 1.28 3,535,000 1.53 January 31, 2022 October 31, 2021 The fair value of options granted during the current period was determined to be $0.03 per option, using the BlackScholes pricing model and based on the following weighted average assumptions: risk-free interest rate of 1.38%; expected volatility of 120%; underlying market price of $0.04 per share; time to expiry of 3.98 years; and dividend yield of nil%. The share-based payment expense recorded in these Financial Statements included the following: Three months ended January 31, 2022 Three months ended January 31, 2021 Page 11 Northcliff Resources Ltd. Notes to the Condensed Consolidated Interim Financial Statements For the three months ended January 31, 2022 and 2021 (Unaudited – Expressed in Canadian Dollars, unless otherwise stated) (b) Restricted Share Units (“RSU”) The following summarizes the changes in the Company’s RSUs: Number of RSUs Three months ended January 31, 2022 2021 Outstanding – beginning balance 3,780,845 3,389,251 Granted – 1,181,642 Expired (1,091,584) – Settlement – (790,048) Outstanding – ending balance 2,689,261 3,780,845 Vested – ending balance – – (c) Deferred Share Units (“DSU”) The following summarizes the changes in the Company’s DSUs: Number of DSUs Three months ended January 31, 2022 2021 Outstanding – beginning balance 4,005,296 2,927,170 Granted – 1,078,126 Outstanding – ending balance 4,005,296 4,005,296 Vested – ending balance 4,005,296 4,005,296 11 . RELATED PARTY TRANSACTIONS Amounts payable to related parties are comprised of the following: January 31, October 31, 2022 2021 Unpaid directors' fees (a) $ 529,094 $ 450,219 Amount owing to Hunter Dickinson Services Inc. (b) 859,585 646,825 Total $ 1,388,679 $ 1,097,044 (a) Transactions with Key Management Personnel Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation. Key management personnel (“KMP”) are those persons that have the authority and responsibility for planning, directing and controlling the activities of the Company, directly and indirectly, and by definition include the directors of the Company. To conserve cash, the Company ceased to make cash payments for directors’ fees commencing November 1, 2020 and accrued the unpaid amount of directors’ fees in these Financial Statements. Page 12 Northcliff Resources Ltd. Notes to the Condensed Consolidated Interim Financial Statements For the three months ended January 31, 2022 and 2021 (Unaudited – Expressed in Canadian Dollars, unless otherwise stated) Transactions with KMP were as follows: Three months ended January 31, 2022 2021 Remuneration for services of KMP employed under contract with HDSI (i) $ 198,190 $ 86,000 Remuneration of KMP directly paid by the Group (ii) – – Share-based compensation 27,394 66,000 Total $ 225,584 $ 152,000 Dickinson Services Inc. ("HDSI"). (ii) These payments represent fees paid to independent directors. (b) Balances and transactions with related entities The following is a summary of transactions with HDSI: Three months ended January 31, 2022 2021 Services requested from HDSI and received based on annually set rates: Accounting, legal and administration $ 61,000 $ 65,000 Corporate communications and stakeholder affairs 3,000 5,000 Corporate development – – Engineering 9,000 – Geology – 2,000 Management and directors’ fees 83,000 50,000 $ 156,000 $ 122,000 Reimbursement of third party costs incurred by HDSI on behalf of the Group $ 24,000 $ 20,000 12 . EMPLOYMENT COSTS Employees’ salaries and benefits, included in various expenses were as follows: Three months ended January 31, 2022 2021 Project management and financing $ 52,826 $ 34,916 General and administration expenses 182,091 118,788 Equity-settled share-based payments 40,743 66,501 $ – $ – $ 275,660 $ 220,205