Exhibit 99.2
ROYAL STANDARD MINERALS INC.
MANAGEMENT’S DISCUSSION
AND ANALYSIS
THREE AND SIX MONTHS ENDED JULY 31, 2013
| Royal Standard Minerals Inc. |
| Management’sDiscussion and Analysis |
| Three and Six Months Ended July 31, 2013 |
| Discussion Dated September 23, 2013 |
| |
This Management Discussion and Analysis (“MD&A”) is dated September 23, 2013 and unless otherwise noted, should be read in conjunction with the Company’s unaudited condensed interim consolidated financial statements (“Financial Statements”) for the three and six months ended July 31, 2013 and the comparative three and six months ended July 31, 2012 and the notes thereto. The Financial Statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”). This MD&A was written to comply with the requirements of National Instrument 51-102-Continuous Disclosure Obligations. Unless otherwise noted, all amounts reported herein are in United States dollars. In the opinion of management, all adjustments (which consist only of normal recurring adjustments) considered necessary for a fair presentation have been included. The results presented for the three and six months ended July 31, 2013 are not necessarily indicative of the results that may be expected for any future period.
The Financial Statements include the Company’s wholly owned subsidiaries, Kentucky Standard Energy Company, Inc. and Manhattan Mining Co., both United States companies.
For the purposes of preparing this MD&A, management, in conjunction with the Board of Directors, considers the materiality of information. Information is considered material if (1) such information is a change or a fact that has or would reasonably be expected to have, a significant effect on the market price or value of the Company’s common shares; or (2) there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision; or (3) if it would significantly alter the total mix of information available to investors. Management, in conjunction with the Board of Directors, evaluates materiality with reference to all relevant circumstances, including potential market sensitivity.
Additional information relating to the Company can be found on SEDAR at www.sedar.com.
The Company’s common shares are listed in the United States of America on the Over the Counter Bulletin Board “OTC:BB”, under the symbol RYSMF.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This MD&A contains forward-looking statements, including in respect of the timing of project development. These forward-looking statements entail various risks and uncertainties that could cause actual results to differ materially from those reflected in these forward-looking statements. Such statements are based on current expectations, are subject to a number of uncertainties and risks, and actual results may differ materially from those contained in such statements. These uncertainties and risks include, but are not limited to, the strength of the Canadian and US economies; the price of gold; operational, funding and liquidity risks; the degree to which mineral resource estimates are reflective of actual mineral resources; the degree to which factors which would make a mineral deposit commercially viable are present; the risks and hazards associated with underground operations. Risks and uncertainties about the Company’s business are more fully discussed under “Risk Factors” contained elsewhere in this MD&A. The Company assumes no obligation to update any forward-looking statement or to update the reasons why actual results could differ from such statements unless required by law.
2
| Royal Standard Minerals Inc. |
| Management’s Discussion and Analysis |
| Three and Six Months Ended July 31, 2013 |
| Discussion Dated September 23, 2013 |
| |
HIGHLIGHTS
On August 27, 2013, the Company’s wholly-owned subsidiary, Kentucky Standard Energy Company, Inc. (“Kentucky”), entered into a settlement and release agreement with Pick & Shovel Mining (“Pick & Shovel”) and Roger and Jacqueline Stacy pursuant to which in consideration for a cash settlement payment of $8,000 and transfer of certain equipment by Kentucky to Pick & Shovel, the parties resolved to waive and release any claims relating to a prior claim between the parties (see below under “Contingencies” (b)). In addition, Kentucky relinquished its interest in a bond posted on Permit No. 919-0066 and Pick & Shovel agreed to be solely responsible for such Permit and all related claims and issues asserted by the Kentucky Energy and Environment Cabinet.
Subsequently, the Company submitted articles of dissolution for Kentucky to the Kentucky Secretary of State and Kentucky was dissolved on September 5, 2013.
On August 9, 2013, the Company and its wholly-owned subsidiary, Manhattan Mining Co. (“MMC”), completed the sale of its Fondaway Canyon and Dixie-Comstock Gold Properties (the “Assets”) to American Innovative Minerals LLC (“AIMLLC”). The Assets were sold on an “as is where is” basis for cash consideration of $144,000. In addition, as a condition to the closing of the transaction, Hale Capital Management, LP and Hale Capital Partners, LP (collectively, “Hale”), delivered to the Company a full and final release and settlement relating to the legal action commenced by Hale on September 27, 2011 (see below under “Contingencies” (c)). A stipulation of dismissal with prejudice was filed with the Supreme Court of the State of New York dismissing all claims against the Company and MMC in connection with that litigation.
Now that the Company has disposed of all of its property interests, it has no business operations (except to fund ongoing operations as a reporting issuer and to repay existing creditors) and is currently seeking new business opportunities. Success in identifying a suitable new business for the Company is uncertain. Unless the Company can identify a suitable business opportunity and/or obtain additional financing in the near term, there is significant doubt on the ability of the Company to continue as a going concern. Without a suitable business opportunity and/or additional financing, the Company will be required to consider the basis on which it will continue as an entity. The Company has no operating revenues and therefore it must utilize current cash and cash equivalents to satisfy outstanding liabilities.
OVERVIEW
The Company was a mineral exploration and mine development company engaged in locating, acquiring, exploring and developing gold and precious metal deposits in Nevada. As a result of the recent transactions (see above under ‘Highlights”), the Company no longer holds any mining properties, has no business operations (except to fund ongoing operations as a reporting issuer and to repay existing creditors) and is currently seeking new business opportunities.
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| Royal Standard Minerals Inc. |
| Management’s Discussion and Analysis |
| Three and Six Months Ended July 31, 2013 |
| Discussion Dated September 23, 2013 |
| |
GOING CONCERN
The Company’s Financial Statements have been prepared on the basis of accounting principles applicable to a going concern, which assume that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations as they come due. In assessing whether the going concern assumption is appropriate, management takes into account all available information about the future, which is at least, but is not limited to, twelve months from the end of the reporting period. Management is aware, in making its assessment, of material uncertainties related to events or conditions that cast significant doubt upon the entity's ability to continue as a going concern. The Company has incurred a net loss of $241,907 during the six months ended July 31, 2013 (six months ended July 31, 2012-$5,890,318) and has an accumulated deficit of $39,504,259 (January 31, 2013-$39,262,352). In addition, the Company has a working capital deficiency of $486,714 as at July 31, 2013 (January 31, 2013-$252,103).
Management continued its process of raising funds through the sale of its remaining property interests. The Company’s ability to continue to meet its obligations is uncertain and, as a result, there is significant doubt regarding the going concern assumption and, accordingly, the ultimate appropriateness of the use of accounting principles applicable to a going concern. With the disposal if its remaining property interests, as noted above under “Highlights”, the Company has no remaining property interests and no business operations (except to fund ongoing operations as a reporting issuer and to repay existing creditors) and is currently seeking new business opportunities. Success in identifying a suitable new business for the Company is uncertain. Furthermore, the Company has limited working capital to pursue such opportunities. Unless the Company can identify a suitable business opportunity and/or obtain additional financing in the near term, there is significant doubt on the ability of the Company to repay its outstanding liabilities. If the Company is unable to extinguish all of its outstanding liabilities, the going concern assumption will not be valid. The Financial Statements do not reflect the adjustments to the carrying values or classifications of assets and liabilities or to the reported expenses that would be necessary if the Company were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations for the foreseeable future. These adjustments could be material.
4
| Royal Standard Minerals Inc. |
| Management’s Discussion and Analysis |
| Three and Six Months Ended July 31, 2013 |
| Discussion Dated September 23, 2013 |
| |
MINERAL PROPERTIES
Fondaway Canyon and Dixie-Comstock Projects
As noted above under “Highlights”, the Company disposed of these gold properties on August 9, 2013.
During the six months ended July 31, 2013, the Company’s exploration and evaluation expenditures on these projects were $79,989 (six months ended July 31, 2012-$35,000). For a detailed description of the exploration and evaluation expenditures by property, refer to note 7 in the Financial Statements.
Kentucky Project
As noted above under “Highlights”, the Company completed a settlement and release agreement on August 27, 2013, disposing of this project, including the release of any prior claims between the parties, the relinquishment of the posted bond in the amount of $178,700, the transfer of certain equipment and the transfer of all related claims and issues asserted by the Kentucky Energy and Environment Cabinet. The known claims totaled $145,000. These claims continue to be included in the Company’s accounts payable and accrued liabilities as at July 31, 2013. During the six months ended July 31, 2013, the Company’s exploration and evaluation expenditures on this Project were $23,660 (six months ended July 31, 2012-$9,118). For a detailed description of the exploration and evaluation expenditures by property, refer to note 7 in the Financial Statements.
Recording of Asset Retirement Obligations
Under the guidance of IAS 37, the Company has recorded asset retirement obligations (“AROs”) on the Fondaway Canyon and Dixie-Comstock Projects in the amount of $2,907 and on the Kentucky Project $109,949, representing the net present value of the estimated costs to restore each property to its original condition, assuming future payments of $188,250 being made over a ten year period from the date of initial assessment of the AROs and a discount rate of 10%.
As a result of the recent transactions noted above under ‘Highlights”, the ARO related to the Kentucky Project will no longer be the responsibility of the Company. In addition, the reclamation bond which was posted in the amount of $178,700 for this Project has been relinquished to the new owners. Both the ARO and the reclamation bond have been fully adjusted subsequent to July 31, 2013.
The reclamation bonds on the Company’s recently disposed of gold properties totaled $9,550. The Company is currently working with the Nevada Bureau of Land Management to collect one or both of these bonds. Once collected, the related AROs will be adjusted accordingly.
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| Royal Standard Minerals Inc. |
| Management’s Discussion and Analysis |
| Three and Six Months Ended July 31, 2013 |
| Discussion Dated September 23, 2013 |
| |
ENVIRONMENTAL LIABILITIES
The Company’s projects in Nevada were subject to regulation and permitting by the Nevada Division of Environmental Protection (“NDEP”) and in Kentucky, by the Kentucky Division of Mine Reclamation and Enforcement and the Kentucky Division of Mine Permits, both divisions of the Kentucky Energy and Environment Cabinet. The Company is not aware of any other environmental liabilities or obligations associated with its past mining interests. Currently, all of the Companies property interests were disposed of in August 2013. The Company believes it conducted its operations in a manner that was consistent with governing environmental legislation.
OVERALL PERFORMANCE
The Company’s net loss for the six months ended July 31, 2013 was $241,907 ($0.00 loss per share) and for the six months ended July 31, 2012 $5,890,318 ($0.07 loss per share), a reduction in total expenses of $5,648,411. The reduction in total expenses relates to the reduced exploration activity as a result of the sale of the Goldwedge and Piñon property interests and related assets thereto on December 17, 2012 to Scorpio Gold Corporation (“Scorpio”), a reduction of $2,564,072 in total exploration and evaluation expenditures and a decrease in administrative expenses of $2,171,852, primarily as a result of lower corporate development costs, lower professional fees, including a reversal of legal fees previously accrued related to the dismissal of the Hale litigation and a lower charge to operations on the vesting of the stock options issued on January 20, 2012 along with the impact of the resignation of a director on January 2, 2013.
Also contributing to the overall reduction in expenses was the absence of finance costs of $1,001,108, due to the assumption of the previous Gold Stream Facility by Scorpio on December 17, 2012.
SELECTED FINANCIAL INFORMATION
| | | Six months | | | Six | |
| | | ended | | | months ended | |
| | | July 31, | | | July 31, | |
| | | 2013 | | | 2012 | |
| Total revenues | $ | nil | | $ | nil | |
| Net loss for the period | $ | 241,907 | | $ | 5,890,318 | |
| Basic and diluted loss per share | $ | 0.00 | | $ | 0.07 | |
| Total issued common shares | | 83,953,825 | | | 83,853,825 | |
| Equipment, net | $ | 20,158 | | $ | 5,236,595 | |
| Total liabilities (excluding long- term debt and embedded derivative) | $ | nil | | $ | 4,833,584 | |
| Total long-term debt and embedded derivative | $ | nil | | $ | 13,020,090 | |
6
| Royal Standard Minerals Inc. |
| Management’s Discussion and Analysis |
| Three and Six Months Ended July 31, 2013 |
| Discussion Dated September 23, 2013 |
| |
SUMMARY OF QUARTERLY RESULTS
The following is a summary of selected financial information of the Company for the quarterly periods indicated.
| Ended
Jul-31
2013
$ | Ended
Apr-30
2013
$ | Ended
Jan-31
2013
$ | Ended
Oct-31
2012
$ | Ended
Jul-31
2012
$ | Ended
Apr-30
2012
$ | Ended
Jan-31
2012
$ | Ended
Oct-31
2011
$ |
| Finance Income | - | 9,343 | 3,048 | 3,103 | 511 | 612 | 2,285 | 801 |
| Exploration | (71,187) | (32,462) | (75,902) | (393,582) | (1,260,127) | (1,407,594) | (1,056,814) | (999,865) |
| General & administrative | 56,511 | (142,064) | 279,927 | (266,758) | (1,555,326) | (702,079) | (2,278,160) | (202,442) |
| Gain on sale of royalty | - | - | 866,505 | - | - | - | - | - |
| Gain on sale of property interest | - | - | 14,171,405 | - | - | - | - | - |
| Other (expenses) income | (34,809) | (27,239) | (205,017) | (3,201,269) | (843,270) | (123,045) | 608,991 | (1,280,855) |
| Net (loss) income | (49,485) | (192,422) | 15,039,966 | (3,858,506) | (3,658,212) | (2,232,106) | (2,723,698) | (2,482,361) |
| Basic & diluted (loss) income per share | (0.00) | (0.00) | 0.18 | (0.05) | (0.04) | (0.03) | (0.03) | (0.03) |
| Weighted average number of shares | 83,953,825 | 83,953,825 | 83,885,036 | 83,878,202 | 83,853,825 | 83,853,825 | 83,853,825 | 83,853,825 |
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| Royal Standard Minerals Inc. |
| Management’s Discussion and Analysis |
| Three and Six Months Ended July 31, 2013 |
| Discussion Dated September 23, 2013 |
| |
FINANCIAL PERFORMANCE
REVIEW OF SECOND QUARTER FINANCIAL RESULTS
Revenue
No revenue has been earned during the three months ended July 31, 2013 or any previous periods on any of the Company’s properties.
Expenses
The Company’s net loss for the three months ended July 31, 2013 was $49,485 ($0.00 loss per share) compared to a net loss of $3,658,212 ($0.04 loss per share) for the three months ended July 31, 2012, a reduction of $3,608,727. The primary reasons for the significant reduction in the loss over the prior year’s three month period, was the result of both reduced exploration and evaluation expenditures on the Company’s remaining properties, a reduction in general and administrative expenses and the absence of finance fees, the result of the assumption of the previous Gold Stream Facility by Scorpio on December 17, 2012.
With the sale of the Goldwedge and Piñon property interests and related assets thereto to Scorpio, the Company incurred minimal exploration and evaluation expenditures on its remaining projects, including Fondaway Canyon, Dixie-Comstock and Kentucky, prior to their disposal in August 2013, as noted above under “Highlights”. The most significant expenditure on the remaining properties related to consulting, wages and salaries of $11,846 and property acquisition costs of $35,000 on the Fondaway Canyon and Dixie-Comstock Projects. The consulting wages and salaries consisted of services provided by the remaining employee in Nevada, the previous general manager at the Goldwedge Project, who assisted and met with parties interested in purchasing these properties. He was terminated on June 21, 2013.And, the most significant expenditure on the Kentucky Project was office and general which included various expenses including professional fees in connection with legal advice on theKentucky property. The remaining exploration and evaluation expenditures on the properties were less significant and included travel, office and general and depreciation.
General and administrative expenses decreased by $1,611,837, mainly attributable to a reduction in professional fees of $1,333,712, as a result of a reduction in legal fees from fewer ongoing claims, including a reversal of legal fees previously accrued related to the dismissal of the Hale litigation. In addition, corporate development costs were lower by $63,397, as a result of the absence of investor relations consulting, an annual general meeting and website updates and improvements and lower share-based payments of $157,237, as a result of the lower charge to operations on the vesting of the stock options issued on January 20, 2012.
Also contributing to the overall reduction in expenses was the absence of finance costs of $899,080, due to the assumption of the previous Gold Stream Facility by Scorpio on December 17, 2012.
8
| Royal Standard Minerals Inc. |
| Management’s Discussion and Analysis |
| Three and Six Months Ended July 31, 2013 |
| Discussion Dated September 23, 2013 |
| |
REVIEW OF SIX MONTH FINANCIAL RESULTS
The Company’s net loss for the six months ended July 31, 2013 was $241,907 ($0.00 loss per share) compared to a net loss of $5,890,318 ($0.07 loss per share) for the six months ended July 31, 2012, a reduction of $5,648,411. The primary reasons for the significant reduction in the loss over the prior year’s six month period, was the result of both reduced exploration and evaluation expenditures on the Company’s remaining properties, a reduction in general and administrative expenses and the absence of finance fees, the result of the assumption of the previous Gold Stream Facility by Scorpio on December 17, 2012.
With the sale of the Goldwedge and Piñon property interests and related assets thereto to Scorpio on December 17, 2013, the Company incurred minimal exploration and evaluation expenditures on its remaining projects, including Fondaway Canyon, Dixie-Comstock and Kentucky, prior to their disposal in August 2013, as noted above under “Highlights”. The most significant expenditure on the remaining properties related to consulting, wages and salaries of $38,461 and property acquisition costs of $35,000 on the Fondaway Canyon and Dixie-Comstock Projects. The consulting wages and salaries consisted of services provided primarily by the remaining employee in Nevada, the previous general manager at the Goldwedge Project, who assisted and met with parties interested in purchasing these properties. He was terminated on June 21, 2013. And, the most significant expenditure on the Kentucky Project was office and general which included various expenses including professional fees in connection with legal advice on theKentucky property. The remaining exploration and evaluation expenditures on the properties were less significant and included travel, office and general and depreciation.
General and administrative expenses decreased by $2,171,852, mainly attributable to a reduction in professional fees of $1,606,945, as a result of a reduction in legal fees from fewer ongoing claims, including a reversal of legal fees previously accrued on the dismissal of the Hale litigation. In addition, corporate development costs were lower by $125,070, as a result of the absence of investor relations consulting, an annual general meeting and website updates and improvements and lower share-based payments of $349,560, as a result of the lower charge to operations on the vesting of the stock options issued on January 20, 2012 along with the impact on the three months ended April 30, 2013 of the resignation of a director on January 2, 2013.
Also contributing to the overall reduction in expenses was the absence of finance costs of $1,001,108, due to the assumption of the previous Gold Stream Facility by Scorpio on December 17, 2012.
LIQUIDITY AND CAPITAL RESOURCES
The Company currently has no operating cash flow and has to date, financed its mineral exploration activities and its ongoing expenditures, primarily through equity transactions such as equity offerings, the exercise of warrants and other financing arrangements. The Company believes that additional financing will be required to fund its operating expenses as it searches for suitable assets and businesses to merge with or acquire.
9
| Royal Standard Minerals Inc. |
| Management’s Discussion and Analysis |
| Three and Six Months Ended July 31, 2013 |
| Discussion Dated September 23, 2013 |
| |
As at July 31, 2013, the Company had cash and cash equivalents of $324,044. Cash provided by operating activities was $722,479 for the six months ended July 31, 2013. During the six months ended July 31, 2013, the Company experienced a net increase of $927,091 in non-cash working capital items, which was due to a decrease in sundry receivables and prepaids of $2,666,777, offset by a decrease in accounts payable and accrued liabilities of $1,739,686. As at July 31, 2013 and the date hereof, the Company had met its capital commitment obligations to keep its property agreements in good standing.
The Company's approach to managing liquidity risk has been to ensure that it will have sufficient liquidity to meet liabilities when due. As at July 31, 2013, the Company had cash and cash equivalents of $324,044 compared to $201,565 as at January 31, 2013, to settle current liabilities of $855,986 compared to $3,195,672 as at January 31, 2013. The Company currently does not have sufficient cash and cash equivalents to settle current liabilities. All of the Company's financial liabilities have contractual maturities of less than 60 days and are subject to normal trade terms. The Company regularly evaluates its cash position in an effort to maintain its liquidity.
There is no assurance that future sales or equity or debt capital will be available to the Company in the amounts or at the times desired, or on terms that are acceptable to the Company, if at all. See “Risk Factors” below.
As at July 31, 2013 and the date hereof, the Company had 83,953,825 common shares issued and outstanding and stock options outstanding to acquire 3,050,000 common shares of the Company. And, of the 3,050,000 stock options outstanding, 2,550,000 were exercisable, that would raise $635,000, if exercised in full. The Company’s liquidity risk with financial instruments is minimal as any excess cash, when present, is invested in highly liquid bank-backed guaranteed investment certificates.
The Company has an investment in Sharpe Resources Corporation (“Sharpe”), a Canadian publicly held company. The Company believes that the certificate representing the Sharpe shares was in the possession of former management of the Company. Current management has been unable to locate the certificate and the Company is currently attempting to have Sharpe and/or its transfer agent issue a replacement certificate. If a replacement certificate is not obtained in due course, management may consider taking other action to obtain a replacement certificate including initiating a legal claim. With a replacement certificate, the Company would be in a position to sell the shares to raise funds to settle outstanding obligations. As a result, the Company has taken a loss of $29,999 on its investment in the current three and six months ended July 31, 2013, writing down the investment to $1.
10
| Royal Standard Minerals Inc. |
| Management’s Discussion and Analysis |
| Three and Six Months Ended July 31, 2013 |
| Discussion Dated September 23, 2013 |
| |
CONTRACTUAL OBLIGATIONS
(a) Under the terms of the option agreement with Sharpe, the Company was required to incur expenditures of $2,000,000 in total by December 9, 2011 to exercise its option. The Company exercised this option on December 7, 2011. Pursuant to the terms of the option agreement, the Company requested Sharpe to provide additional cash to the Kentucky Project, to match that of the Company, which had exceeded $2,000,000. As of the date hereof, Sharpe had not responded. With the completion of the settlement and release agreement on August 27, 2013, as noted above under “Highlights”, the Company is no longer a party to the option agreement.
(b) The Company had an employment contract dated January 1, 2011 with the former Chief Executive Officer (“former CEO”). The contract was for a term of five years, allowing for a base salary of $250,000 per year and also providing for an additional annual bonus payment at the discretion of the Board of Directors. The contract also contained termination provisions entitling the former CEO to receive the greater of three years basic compensation and the amount outstanding for the remainder of the term of the employment agreement only if he is terminated other than for cause or if he terminated his employment for “good reason” which includes material failure by the Company to substantially comply with the terms of the employment agreement. Management has determined that the former CEO is not entitled to any additional compensation since he was terminated with cause.
The Company’s principal focus continues to be funding ongoing operations as a reporting issuer and paying existing creditors. The Company has no operating revenues and therefore it must utilize its current cash reserves, funds obtained from the exercise of stock options and other financing transactions, in order to maintain its capacity to meet ongoing discretionary operating activities. The Company does not have sufficient funds on hand to meet its current operating requirements and outstanding liabilities; therefore, the Company will continue to negotiate with existing suppliers to settle outstanding liabilities. If the Company is not able to negotiate with existing suppliers on a favorable basis, this could have a material adverse effect on the business, operations and future prospects of the Company and could cause the Company to cease operations or no longer continue to operate as a going concern. See “Risk Factor – Capital Investment.”
RELATED PARTY TRANSACTIONS
Remuneration of Directors and key management personnel of the Company was as follows:
| Six months ended July 31, | | 2013 | | | 2012 | |
| Salaries and benefits paid to directors and officers(1) | $ | 134,014 | | $ | 192,806 | |
| Share-based payments | $ | (1,471 | ) | $ | 316,148 | |
| (1) | Salaries and benefits include director fees. The board of directors do not have employment or service contracts with the Company, except for Ken Strobbe, a past director, who had a contract with the Company providing mine consulting services at the Goldwedge Project totaling $nil for the six months ended July 31, 2013 (six months ended July 31, 2012-$64,407), included under consulting, wages and salaries for the Goldwedge Project. The contract terminated on September 14, 2012. And, the current interim President and Chief Executive Officer, whose services while a director were $90,034 for the six months ended July 31, 2013 (six months ended July 31, 2012-$nil), included above. Directors are entitled to director fees and stock options for their services. In addition, James B. Clancy received an honorarium of $10,000 for the six months ended July 31, 2012, included above, for providing consulting services in connection with the Kentucky Project. |
11
| Royal Standard Minerals Inc. |
| Management’s Discussion and Analysis |
| Three and Six Months Ended July 31, 2013 |
| Discussion Dated September 23, 2013 |
| |
Paul G. Smith, a director and Chairman of the Board, is the President and Chief Executive Officer of Equity Financial Holdings Inc. (“Equity”), a company that provided financial services to the Company until April 5, 2013. Services provided by Equity totaled $1,519 for the six months ended July 31, 2013 (six months ended July 31, 2012-$7,090).
SHARE CAPITAL
The Company is authorized to issue an unlimited number of common shares and special shares. As at July 31, 2013 and the date hereof, the Company had 83,953,825 common shares outstanding and the following stock options outstanding:
| Number of Options | Exercise Price | Expiry Date |
| 650,000 | $0.10 | June 26, 2014 |
| 2,400,000 | $0.30 | January 20, 2017 |
2,550,000 of the outstanding stock options are exercisable.
CONTINGENCIES
| (a) | The Company received documents filed in the District Court, Nye County, Nevada, whereby an optionor of mining claims in Nye County, Nevada acquired by the Company, is contending the surface rights acquired by the Company for a patented mining claim. In the opinion of management, the legal proceedings are without merit and the Company intends to vigorously defend itself against this claim. |
| | |
| (b) | The Company received an action against it in respect of the Kentucky Project whereby the Company was requested, by a prior lease holder, to take any and all steps necessary to ensure that the prior lease holders bear no responsibilities or liability for the Company’s failure to comply with the rules and regulations of the Kentucky Energy and Environment Cabinet, Division of Mine Enforcement and Reclamation (the “DMER”). Management had responded to the DMER and was working on resolving the issue. In the meantime, the DMER had issued penalties of $145,000 and was seeking forfeiture of the Company’s reclamation bond in the amount of $178,700. These penalties have been included in accounts payable and accrued liabilities in the Financial Statements. |
12
| Royal Standard Minerals Inc. |
| Management’s Discussion and Analysis |
| Three and Six Months Ended July 31, 2013 |
| Discussion Dated September 23, 2013 |
| |
On August 27, 2013, the Company settled this claim through a settlement and release agreement, as noted above under “Highlights”.
| (c) | On September 27, 2011, Hale Capital Management, LP and Hale Capital Partners, LP (together, “Hale”) commenced an action in the New York Supreme Court alleging breach of contract in relation to a term sheet entered into between the Company and Hale on December 11, 2010 (the “Term Sheet”), which set out preliminary terms for Hale to provide financing of up to $15 million for the Company’s Goldwedge Project (the “Hale Transaction”). Hale is seeking the “right to participate” in financing the Company on no less favorable terms and conditions as was agreed upon between the Company and Waterton Global Value, LP on June 29, 2011 or, in the alternative, damages for breach of the exclusivity provision contained in the Term Sheet. Hale is also seeking expense reimbursement for legal, travel and due diligence fees incurred by Hale, which allegedly totaled approximately $376,170, as of November 21, 2011. On November 23, 2011, Hale amended their complaint to include the Company’s subsidiary Manhattan Mining Co. Management had estimated these expenses at $330,000 and had accrued this amount in the accounts for the year ended January 31, 2012. Subsequently, an additional amount of approximately $175,000 relating to additional legal expenses (including interest) incurred by Hale had been accrued. |
| | |
| As noted above under “Highlights”, the transaction completed on August 9, 2013, resulted in a full and final release and settlement to this legal action. As a result, the previous outstanding and additional legal expenses (including interest) in the amount of $175,000 have been removed from accounts payable and accrued liabilities and professional fees as at July 31, 2013 and for the three and six months ended July 31, 2013. |
OFF BALANCE SHEET ARRANGEMENTS
As of the date hereof, management believes the Company does not have any off balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on the results of operations or financial condition of the Company, including, and without limitation, such considerations as liquidity and capital resources.
SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS
The preparation of the Company’s consolidated financial statements requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from those estimates. The Financial Statements for the three and six months ended July 31, 2013 and 2012 include estimates that, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the Financial Statements for the three and six months ended July 31, 2013 and 2012 and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and future periods if the revision affects both current and future periods. These estimates are based on historical experience, current and future economic conditions and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
13
| Royal Standard Minerals Inc. |
| Management’s Discussion and Analysis |
| Three and Six Months Ended July 31, 2013 |
| Discussion Dated September 23, 2013 |
| |
Significant assumptions about the future that management has made 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 and are explained in detail in Note 3 of the audited consolidated financial statements for the years ended January 31, 2013 and 2012 which can be found on SEDAR www.sedar.com:
Critical accounting estimates
the recoverability of sundry receivables that are included in the consolidated statements of financial position;
the inputs used in accounting for share based payment transactions in the consolidated statements of operations.
Contingencies, as noted above under “Contingencies” and in note 19 to the consolidated financial statements.
Critical accounting judgments
the categorization of financial assets and liabilities is an accounting policy that requires management to make judgments or assessments;
management's assumption of material restoration, rehabilitation and environmental obligations, based on the facts and circumstances that existed during the period;
the measurement of income taxes payable and deferred income tax assets and liabilities requires management to make judgments in the interpretation and application of the relevant tax laws. Deferred tax assets require management to assess the likelihood that the Company will generate taxable income in future periods in order to utilize recognized deferred tax assets;
going concern presentation of the consolidated financial statements which assumes that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations as they come due; and
management's determination that the functional currency of the Company and each of its subsidiaries is the United States Dollar.
14
| Royal Standard Minerals Inc. |
| Management’s Discussion and Analysis |
| Three and Six Months Ended July 31, 2013 |
| Discussion Dated September 23, 2013 |
| |
NEW ACCOUNTING PRONOUNCEMENTS
There are no relevant recent accounting pronouncements applicable to future periods other than as disclosed in the section entitled “NEW ACCOUNTING PRONOUNCEMENTS” in the Company’s MD&A for the year ended January 31, 2013, available on SEDAR at www.sedar.com
CHANGE IN ACCOUNTING POLICIES
IFRS 10 Consolidated Financial Statements(“IFRS 10”)
IFRS 10 was issued by the IASB in May 2011. IFRS 10 is a new standard which identifies the concept of control as the determining factor in assessing whether an entity should be included in the consolidated financial statements of the parent company. Control is comprised of three elements: power over an investee; exposure to variable returns from an investee; and the ability to use power to affect the reporting entity’s returns. At February 1, 2013, the Company adopted this pronouncement and there was no material impact on the Company’s unaudited condensed interim consolidated financial statements.
IFRS 11 Joint Arrangements (“IFRS 11”)
IFRS 11 was issued by the IASB in May 2011. IFRS 11 is a new standard which focuses on classifying joint arrangements by their rights and obligations rather than their legal form. Entities are classified into two groups: parties having rights to the assets and obligations for the liabilities of an arrangement, and rights to the net assets of an arrangement. Entities in the former case account for assets, liabilities, revenues and expenses in accordance with the arrangement, whereas entities in the latter case account for the arrangement using the equity method. At February 1, 2013, the Company adopted this pronouncement and there was no material impact on the Company’s unaudited condensed interim consolidated financial statements.
IFRS 12 Disclosure of Interests in Other Entities (“IFRS 12”)
IFRS 12 was issued by the IASB in May 2011. IFRS 12 is a new standard which provides disclosure requirements for entities reporting interests in other entities, including joint arrangements, special purpose vehicles, and off balance sheet vehicles. At February 1, 2013, the Company adopted this pronouncement and there was no material impact on the Company’s unaudited condensed interim consolidated financial statements.
IFRS 13 Fair Value Measurement (“IFRS 13”)
IFRS 13 was issued by the IASB in May 2011. IFRS 13 is a new standard which provides a precise definition of fair value and a single source of fair value measurement considerations for use across IFRSs. At February 1, 2013, the Company adopted this pronouncement and there was no material impact on the Company’s unaudited condensed interim consolidated financial statements given the existing asset and liability mix of the Company to which fair value accounting applies.
15
| Royal Standard Minerals Inc. |
| Management’s Discussion and Analysis |
| Three and Six Months Ended July 31, 2013 |
| Discussion Dated September 23, 2013 |
| |
IAS 1 Presentation of Financial Statements
IAS 1 was amended by the IASB in June 2011 in order to align the presentation of items in other comprehensive income with US GAAP standards. Items in other comprehensive income will be required to be presented in two categories: items that will be reclassified into profit or loss and those that will not be reclassified. The flexibility to present a statement of comprehensive income as one statement or two separate statements of profit and loss and other comprehensive income remains unchanged. At February 1, 2013, the Company adopted this pronouncement and there was no material impact on the Company’s unaudited condensed interim consolidated financial statements.
IAS 28 Investments in Associates and Joint Ventures
IAS 28 was issued by the IASB in May 2011 and supersedes IAS 28-Investments in Associates and prescribes the accounting for investments in associates and sets out the requirements for the application of the equity method when accounting for investments in associates and joint ventures. IAS 28 defines significant influence as the power to participate in the financial and operating policy decisions of the investee but is not control or joint control of those policies. IAS 28 also provides guidance on how the equity method of accounting is to be applied and also prescribes how investments in associates and joint ventures should be tested for impairment. At February 1, 2013, the Company adopted this pronouncement and there was no material impact on the Company’s unaudited condensed interim consolidated financial statements given the existing asset and liability mix of the Company to which fair value accounting applies.
MANAGEMENT OF CAPITAL
The Company manages its capital with the following objectives:
to ensure sufficient financial flexibility to achieve the ongoing business objectives including funding of future growth opportunities, and pursuit of accretive acquisitions; and
to maximize shareholder return through enhancing the share value.
The Company monitors its capital structure and makes adjustments according to market conditions in an effort to meet its objectives given the current outlook of the business and industry in general. The Company may manage its capital structure by issuing new shares, repurchasing outstanding shares, adjusting capital spending, or disposing of assets. The capital structure is reviewed by Management and the Board of Directors on an ongoing basis.
16
| Royal Standard Minerals Inc. |
| Management’s Discussion and Analysis |
| Three and Six Months Ended July 31, 2013 |
| Discussion Dated September 23, 2013 |
| |
The Company considers its deficiency to be equity, comprising share capital, reserves, accumulated deficit and accumulated other comprehensive income which as at July 31, 2013 totaled $391,162 (January 31, 2013 - $147,784). Included in the Financial Statements is an accumulated deficit of $39,504,259 as at July 31, 2013 (January 31, 2013 – $39,262,352).
The Company manages capital through its financial and operational forecasting processes. The Company reviews its working capital and forecasts its future cash flows based on operating expenditures, and other investing and financing activities. The forecast is regularly updated based on activities related to its mineral properties. Selected information is provided to the Board of Directors of the Company. The Company’s capital management objectives, policies and processes have remained unchanged during the six months ended July 31, 2013 and 2012.
The Company has cash balances and no interest-bearing debt. The Company's current policy is to invest excess cash, when present, in guaranteed investment certificates, banker’s acceptance and money market deposits, with reputable financial institutions. The Company regularly monitors its cash management policy. At July 31, 2013 and the date hereof, the Company did not have any interest bearing debt.
The Company’s functional and reporting currency is the US dollar and major purchases are transacted in US dollars. An operating account is maintained in Canadian dollars primarily for settlement of general corporate expenditures.
Sensitivity analysis
Based on management's knowledge and experience of the financial markets, the Company believes the following movements are "reasonably possible" over a twelve month period. The sensitivity analysis shown in the notes below may differ materially from actual results.
Cash, sundry receivables and accounts payable and accrued liabilities denominated in Canadian dollars are subject to foreign currency risk. As at July 31, 2013, had the US dollar weakened/strengthened by 5% against the Canadian dollar with all other variables held constant, the net loss and comprehensive loss would be affected by approximately $1,000.
Commodity price risk could adversely affect the Company. In particular, the Company’s future profitability and viability of development depended upon the world market price of coal and precious metals. Coal and precious metals have fluctuated widely in recent years. There was no assurance that, even as commercial quantities of coal and precious metals may have been produced in the future, a profitable market would have l existed for them. A decline in the market price of coal and precious metals may have also required the Company to reduce its mineral properties, which could have had a material and adverse effect on the Company’s value. As at July 31, 2013 and the date hereof, the Company is not a coal or precious metal producer. As a result, commodity price risk may affect the completion of future equity transactions such as equity offerings, debt offerings and the exercise of stock options. This may also affect the Company’s liquidity and its ability to meet its ongoing obligations. See “Risk Factors”.
17
| Royal Standard Minerals Inc. |
| Management’s Discussion and Analysis |
| Three and Six Months Ended July 31, 2013 |
| Discussion Dated September 23, 2013 |
| |
RISK FACTORS
An investment in the securities of the Company is highly speculative and involves numerous and significant risks. Such investment should be undertaken only by investors whose financial resources are sufficient to enable them to assume such risks and who have no need for immediate liquidity in their investment. Prospective investors should carefully consider the risk factors below.
Possible Strategic Opportunities and Transactions
With the disposal of its remaining property interests, the Company has no mining properties and no business operations and is currently seeking new business opportunities. The Company will evaluate from time to time strategic opportunities to acquire or invest in assets and businesses. These acquisitions or investments may be significant in size, may change the scale of the Company’s business and may expose it to new geographic, political, operating, financial and geological risks. In addition, the Company will from time to time seek possible strategic opportunities that may be in the best interests of the Company and accretive to its shareholders. The Company’s success in pursuing any such strategic opportunities depends on, among other things, its ability to identify suitable candidates and enter into arrangements with such candidates on acceptable terms. Any strategic opportunity that the Company may pursue would be accompanied by risks, such as the difficulty of completing a strategic transaction and, if completed, the difficulty of integrating operations, if appropriate; potential disruption to the Company’s processes; the inability of management to maximize the financial and strategic position of the Company; additional expenses and resources associated with pursuing and/or completing such opportunities; possible dilution of the Company’s shareholders or its interest in its subsidiaries, joint ventures and/or assets; and potential unknown risks and liabilities associated with assets and businesses in whom the Company invests or enters into some other strategic transaction, among other things. There can be no assurance that the Company will be successful in identifying, pursuing or completing any proposed or future strategic opportunity or that the Company will be successful in overcoming any risks associated with any proposed, completed or future strategic opportunity pursued by the Company. Accordingly, such strategic opportunities and transactions may have a material adverse effect on the Company’s business, results of operations, financial condition, assets, cash flows and liquidity. In addition, there may be no right for shareholders to evaluate the merits or risks of any future strategic transaction undertaken by the Company except as required by applicable laws and regulations.
Ability to Continue as a Going Concern
The Company’s ability to continue as a going concern is uncertain and is dependent upon its ability to identify a suitable new business for the Company. Success in identifying a new business is uncertain. Furthermore, the Company has limited working capital to pursue such opportunities.
18
| Royal Standard Minerals Inc. |
| Management’s Discussion and Analysis |
| Three and Six Months Ended July 31, 2013 |
| Discussion Dated September 23, 2013 |
| |
Unless the Company can identify a suitable business opportunity and/or obtain additional financing in the near term, there is significant doubt on the ability of the Company to continue as a going concern. Any material delays, or failure of, identifying a suitable business opportunity and/or obtaining additional financing in the near term is likely to have a material adverse impact on the business, operations and prospects of the Company and the ability of the Company to raise adequate financing and re-commence business operations, which in turn is likely to have a material adverse impact on the Company's business, assets and financial condition.
Exploration Stage Company and Exploration Risks
The Company was a junior resource company focused primarily on the acquisition and exploration of mineral properties located in the United States and, as such, is engaged in a highly speculative business. The properties of the Company had no established reserves. There was no assurance that any of the projects could be mined profitably. Accordingly, it was not assured that the Company would have realized any profits in the short to medium term, if at all, from its past mineral properties. Any profitability in the future from the business of exploration would have been dependent upon developing and commercially mining an economic deposit of minerals, which in itself, is subject to numerous risk factors. The exploration and development of mineral deposits involves a high degree of financial risk over a significant period of time that even a combination of management’s careful evaluation, experience and knowledge may not eliminate. There are a number of uncertainties inherent in any exploration and development program, including the location of economic ore bodies, the development of appropriate metallurgical processes, the receipt of necessary governmental permits, and the construction of mining and processing facilities.
While discovery of ore-bearing structures may result in substantial rewards, few properties that are explored are ultimately developed into producing mines. Major expenses may be required to establish reserves by drilling and to construct mining and processing facilities at a particular site. It is impossible to ensure that the exploration, development and production programs of the Company would have resulted in profitable commercial mining operations. The profitability of the Company’s operations were, in part, directly related to the cost and success of its exploration and development programs, which may be affected by a number of factors. Substantial expenditures were required to establish reserves that would have been sufficient to commercially mine some of the Company’s properties and construct, complete and install mining and processing facilities on those properties that are actually mined and developed.
No History of Profitability from Mineral Exploration
The Company is a development stage company with no history of profitability from mineral exploration. There can be no assurance that the operations of the Company will be profitable in the future. The Company has limited financial resources and would have required additional financing to have further explored, developed, acquired, retained and engaged in commercial production on its previous property interests.
19
| Royal Standard Minerals Inc. |
| Management’s Discussion and Analysis |
| Three and Six Months Ended July 31, 2013 |
| Discussion Dated September 23, 2013 |
| |
Market Fluctuations and Commercial Quantities
The market for minerals is influenced by many factors beyond the control of the Company such as changing production costs, the supply and demand for minerals, the rate of inflation, the inventory of mineral producing companies, the international economic and political environment, changes in international investment patterns, global or regional consumption patterns, costs of substitutes, currency availability and exchange rates, interest rates, speculative activities in connection with minerals, and increased production due to improved mining and production methods. The metals industry in general is intensely competitive and there is no assurance that, even if commercial quantities and qualities of metals are discovered, a market will exist for the profitable sale of such metals. Commercial viability of precious and base metals and other mineral deposits may be affected by other factors that are beyond the Company’s control including particular attributes of the deposit such as its size, quantity and quality, the cost of mining and processing, proximity to infrastructure and the availability of transportation and sources of energy, financing, government legislation and regulations including those relating to prices, taxes, royalties, land tenure, land use, import and export restrictions, exchange controls, restrictions on production, as well as environmental protection. It is impossible to assess with certainty the impact of various factors that may affect commercial viability so that any adverse combination of such factors may result in the Company not receiving an adequate return on invested capital.
Environmental Risk
The mining and mineral processing industries are subject to extensive governmental regulations for the protection of the environment, including regulations relating to air and water quality, mine reclamation, solid and hazardous waste handling and disposal and the promotion of occupational health and safety, which could have adversely affected the Company or required it to expend significant funds.
Credit Risk
Credit risk is the risk of loss associated with counterparty’s inability to fulfill its payment obligations. The Company's credit risk is primarily attributable to cash, sundry receivables and reclamation bonds. As of the date hereof, the Company has no significant concentration of credit risk arising from operations. While cash and reclamation bonds are held with reputable financial institutions and/or state authorities from which management believes the risk of loss to be minimal, there can be no assurances that such institutions and/or state authorities will not encounter economic difficulties, which may, in turn, have a material adverse effect on the Company. On August 27, 2013, the Company relinquished its reclamation bond posted on the permit for its Kentucky Project, in the amount of $178,700.
Liquidity Risk
There is a risk that the Company will not be able to meet its financial obligations when they become due, or can only do so at excessive cost. The Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. However, since the Company does not have any revenue, the Company currently does not have sufficient cash resources to meet outstanding liabilities as they become due.
20
| Royal Standard Minerals Inc. |
| Management’s Discussion and Analysis |
| Three and Six Months Ended July 31, 2013 |
| Discussion Dated September 23, 2013 |
| |
Capital Investment
Due to the recent downturn in mining and financial markets, it has become significantly more difficult for junior exploration companies to affect financings and the Company has determined not to actively seek financing at this point. If and when the Company seeks to secure financing, there is no assurance that adequate financing will be available to the Company or that the terms of such financing will be favorable. If the Company is unable to raise capital now or when required in the future, and other financing sources, such as collaborative arrangements and joint ventures, are not available, the Company may be required to further reduce general and administrative expenses. Any such action could have a materially adverse effect on the business, operations and future prospects of the Company and could cause the Company to cease operations or no longer continue to operate as a going concern.
Conflicts of Interest
Certain of the directors and officers of the Company may also serve as directors and officers of other companies involved in base, precious metal or coal exploration and development and consequently, the possibility of conflict exists. Any decisions made by such directors involving the Company will be made in accordance with the duties and obligations of directors to deal fairly and in good faith with the Company and such other companies. In addition, such directors declare, and refrain from voting on, any matters in which such directors may have a conflict of interest.
Dependence on Key Employees
The Company’s business is dependent on retaining the services of a small number of key employees. The success of the Company is, and will continue to be, to a significant extent, dependent on the expertise and experience of these employees. The loss of one or more of these employees could have a materially adverse effect on the Company. The Company does not currently have any employees.
Litigation Risk
The Company has been named as a defendant in various legal proceedings as noted above under “Contingencies”, some of which have been settled, but may be threatened with, or named as a defendant in, or may become subject to additional legal proceedings. Defending lawsuits could require substantial amounts of management attention, which could divert its focus from operations and could materially adversely affect the Company’s financial condition. A significant judgment against the Company or the imposition of a significant fine or penalty as a result of a finding that theCompany failed to comply with laws orregulations could have a significant adverse impact on the Company’s business, financial condition and results of operations.
21
| Royal Standard Minerals Inc. |
| Management’s Discussion and Analysis |
| Three and Six Months Ended July 31, 2013 |
| Discussion Dated September 23, 2013 |
| |
RISK MANAGEMENT
Risk management is carried out by the Company's management team with guidance from the Audit Committee under policies approved by the Board of Directors. The Board of Directors provides regular guidance for overall risk management.
DISCLOSURE OF INTERNAL CONTROLS
Management has established processes, which are in place to provide them sufficient knowledge to support management representations that they have exercised reasonable diligence that (i) the consolidated financial statements do not contain any untrue statement of material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it is made, as of the date of and for the periods presented by the consolidated financial statements, and (ii) the consolidated financial statements fairly present in all material respects the financial condition, results of operations and cash flows of the Company, as of the date of and for the periods presented by the consolidated financial statements.
In contrast to the certificate required for Non-Venture Issuers under National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (NI 52-109), the Company utilizes the Venture Issuer Basic Certificate, which does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing the Certificate are not making any representations relating to the establishment and maintenance of:
(i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and (ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.
The Company’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate.
Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.
22
| Royal Standard Minerals Inc. |
| Management’s Discussion and Analysis |
| Three and Six Months Ended July 31, 2013 |
| Discussion Dated September 23, 2013 |
| |
ADDITIONAL DISCLOSURE FOR VENTURE ISSUERS WITHOUT SIGNIFICANT REVENUE
The following table sets forth a breakdown of the components of general and administrative expenditures for the Company, for the six months ended July 31, 2013 and 2012.
| | July 31, | July 31, |
| | 2013 | 2012 |
| | $ | $ |
Detail | | |
Corporate development | 9,748 | 134,818 |
Insurance | 14,181 | 12,585 |
Office and general | 21,455 | 23,959 |
Professional fees | (105,885) | 1,501,060 |
Consulting, wages and salaries | 134,014 | 197,705 |
Share-based payments | (1,471) | 348,089 |
Travel | 13,511 | 38,972 |
Depreciation | - | 217 |
| | |
Total | 85,553 | 2,257,405 |
23
