| RED METAL RESOURCES LTD. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian Dollars) (Unaudited) |
1.NATURE AND CONTINUANCE OF OPERATIONS
Red Metal Resources Ltd. (the “Company”) is involved in acquiring and exploring mineral properties in Chile through its wholly-owned subsidiary, Minera Polymet SpA (“Polymet”) organized under the laws of the Republic of Chile. The Company has not determined whether its properties contain mineral reserves that are economically recoverable.
The Company’s head office is located at 1130 West Pender Street, Suite 820, Vancouver, British Columbia, V6E 4A4. Its registered office address is 595 Burrard Street, Suite 700, Vancouver, British Columbia, V7X 1S8. The Company's mailing address is 278 Bay Street, Suite 102, Thunder Bay, Ontario, P7B 1R8. Polymet's head office is located in Vallenar, III Region of Atacama, Chile.
These condensed interim consolidated financial statements have been prepared on the assumption that the Company will continue as a going concern, meaning it will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations. As at October 31, 2022, the Company has not advanced its mineral properties to commercial production and is not able to finance day to day activities through operations. The Company’s continuation as a going concern is dependent upon the successful results from its mineral property exploration activities and its ability to attain profitable operations and generate funds there from and/or raise equity capital or borrowings sufficient to meet current and future obligations. As at October 31, 2022, the Company had $34,410 cash and working capital deficit of $2,431,411. The Company raises financing for its exploration and development activities in discrete tranches to finance its activities for limited periods only. The Company has identified that further funding may be required for working capital purposes, and to finance the Company’s exploration program and development of mineral assets. These conditions may cast substantial doubt on the Company’s ability to continue as a going concern.
These condensed interim consolidated financial statements do not give effect to any adjustment which would be necessary should the Company be unable to continue as a going concern and, therefore, be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the consolidated financial statements and such adjustments may be material.
2.BASIS OF PREPARATION
These condensed interim consolidated financial statements were authorized for issue on December 28, 2022, by the directors of the Company.
a) Statement of Compliance and Basis of Presentation
The condensed interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and Interpretations of the International Financial Reporting Interpretations Committee which the Canadian Accounting Standards Board has approved for incorporation into Part 1 of the CPA Canada Handbook - Accounting including IAS 34 Interim financial reporting. The condensed interim consolidated financial statements should be read in conjunction with the annual consolidated financial statements for the year ended January 31, 2022.
The condensed interim consolidated financial statements have been prepared on a historical cost basis except for certain financial instruments which have been measured at fair value.
During the year ended January 31, 2022, the Company changed its presentation currency from the United States dollar to Canadian dollar. The Company believes that the change in presentation currency will provide shareholders with a better reflection of the Company’s business activities and enhance the comparability of the Company’s financial information to its peers. For more details, see Note 3 of these condensed interim consolidated financial statements. Reference herein to $ or CAD$ is to Canadian dollars, USD$ is to the US dollars.
Balance sheet items are classified as current if receipt or payment is due within twelve months. Otherwise, they are presented as non-current.
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| RED METAL RESOURCES LTD. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian Dollars) (Unaudited) |
b) Significant accounting policies
The accounting policies applied in these condensed interim consolidated financial statements are consistent with those applied in the preparation of the Company’s annual consolidated financial statements for the year ended January 31, 2022.
c) Accounting standards issued but not yet effective
Accounting standards, amendments to standards, or interpretations have been issued but have future effective dates are either not applicable or are not expected to have a significant impact on the Company’s condensed interim consolidated financial statements.
3.CHANGE IN PRESENTATION AND FUNCTIONAL CURRENCY
Effective February 1, 2021, the Company changed its presentation currency to Canadian dollars from US dollars. The Company believes that the change in presentation currency will provide shareholders with a better reflection of the Company’s business activities and enhance the comparability of the Company’s financial information to its industry peers. The change in presentation currency represents a voluntary change in accounting policy, which is accounted for retrospectively.
The unaudited interim condensed consolidated financial statements for the three-month period ended October 31, 2021, have been translated into the new presentation currency in accordance with IAS 21 – The Effects of Changes in Foreign Exchange Rates, using the procedures outlined below:
·assets and liabilities were translated to CAD using exchange rates at October 31, 2021;
·income and expenses were translated using average exchange rates during the period ended October 31, 2021;
·share capital and deficit were translated at the historical rates prevailing at the dates of transactions; and
·differences arising from the translation of the results for the reporting period have been taken to the accumulated other comprehensive loss.
The change in presentation currency resulted in the following impact on the October 31, 2021, condensed interim consolidated statement of financial position:
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| RED METAL RESOURCES LTD. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian Dollars) (Unaudited) |
Condensed Consolidated Statement of Financial Position
| October 31, 2021 |
| As reported, USD$ | Restated, CAD$ |
Cash and cash held in trust | $ | 840,859 | $ | 1,041,320 |
Other current assets | | 47,135 | | 58,372 |
Equipment | | 19,282 | | 23,879 |
Exploration and evaluation assets | | 647,026 | | 801,277 |
Total assets | $ | 1,554,302 | $ | 1,924,848 |
| | | | |
Current liabilities | $ | 958,530 | $ | 1,187,043 |
Non-current liabilities | | 1,487,813 | | 1,842,508 |
Total liabilities | | 2,446,343 | | 3,029,551 |
| | | | |
Share capital | | 6,702,859 | | 6,918,613 |
Share-based payment reserve | | 2,948,139 | | 3,590,156 |
Deficit | | (10,371,630) | | (11,302,989) |
Accumulated other comprehensive loss | | (171,409) | | (310,483) |
Total shareholders’ deficit | | (892,041) | | (1,104,703) |
Total liabilities and shareholders’ deficit | $ | 1,554,302 | $ | 1,924,848 |
Condensed Consolidated Statement of Loss and Comprehensive Loss
| Three months ended October 31, 2021 | Nine months ended October 31, 2021 |
| As reported, USD$ | Restated, CAD$ | As reported, USD$ | Restated, CAD$ |
Operating expenses | $ | (158,617) | $ | (199,318) | $ | (555,648) | $ | (690,603) |
Foreign exchange loss | | 696 | | 875 | | (1,918) | | (2,378) |
Interest on notes payable | | (24,015) | | (30,178) | | (69,918) | | (87,244) |
Net loss | | (181,936) | | (228,621) | | (627,484) | | (780,225) |
Other comprehensive loss | | (49,773) | | (115,386) | | (101,169) | | (84,273) |
Comprehensive loss | $ | (231,709) | $ | (344,007) | $ | (728,653) | $ | (864,498) |
Earnings per share - basic and diluted | $ | (0.00) | $ | (0.01) | $ | (0.01) | $ | (0.02) |
The functional currency of the Company and its wholly-owned subsidiary is the currency of the primary economic environment in which the entities operate. The Company reconsiders the functional currency of its entities if there is a change in events and conditions which determined the primary economic environment. The continuation of Red Metal from Nevada to British Columbia, listing of its common shares on the Canadian Securities Exchange, as well as Canadian dollar denominated private placements, have significantly increased the Parent Company’s exposure to the Canadian dollar. Therefore, as of February 1, 2022, the Company adopted Canadian dollar as corporate entity’s functional currency on a prospective basis. Minera Polymet continues to use Chilean peso as its functional currency.
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| RED METAL RESOURCES LTD. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian Dollars) (Unaudited) |
4.SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS
The preparation of these condensed interim consolidated financial statements in conformity with IFRS requires management to make assumptions and estimates that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of income and expenses during the reporting period. These condensed interim consolidated financial statements include estimates which, by their nature, are uncertain. These assumptions and associated estimates are based on historical experience and other factors that are considered to be relevant. The current market conditions introduce additional uncertainties, risks and complexities in management’s determination of the estimates and assumptions used to prepare the Company’s condensed interim consolidated financial statements. As the COVID-19 pandemic and volatility in financial markets is an evolving situation, management cannot reasonably estimate the length or severity of the impact on the Company. As such, actual results may differ from estimates and the effect of such differences may be material. The impacts of such estimates are pervasive throughout the condensed interim consolidated financial statements 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 the revision affects both current and future periods.
The following are critical judgments that management has made in the process of applying accounting policies and that have the most significant effect on the amounts recognized in the condensed interim consolidated financial statements:
•classification/allocation of expenses as exploration and evaluation expenditures;
•classification and measurement of the Company’s financial assets and liabilities;
•determination that the Company is able to continue as a going concern; and
•determination whether there have been any events or changes in circumstances that indicate the impairment of the Company’s exploration and evaluations assets.
Key sources of estimation uncertainty include the following:
•the carrying value and recoverability of exploration and evaluation assets;
•recoverability and measurement of deferred tax assets;
•provisions for restoration and environmental obligations and contingent liabilities; and
•measurement of share-based transactions.
5.FINANCIAL INSTRUMENTS AND RISKS
Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels at the fair value hierarchy are:
Level 1 - quoted prices in active markets for identical assets and liabilities.
Level 2 - observable inputs other than quoted prices in active markets for identical assets and liabilities.
Level 3 - unobservable inputs in which there is little or no market data available, which require the reporting entity to develop its own assumptions.
The Company has classified its cash as measured at fair value in the statement of financial position, using level 1 inputs.
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| RED METAL RESOURCES LTD. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian Dollars) (Unaudited) |
Categories of financial instruments
As at: | October 31, 2022 | January 31, 2022 |
Financial assets: | | |
FVTPL | | |
Cash | $ | 34,410 | $ | 474,317 |
Financial liabilities: | | | | |
Amortized cost | | | | |
Accounts payable | $ | 116,531 | $ | 87,938 |
Accrued liabilities | $ | 34,316 | $ | 102,208 |
Due to related parties | $ | 387,168 | $ | 57,254 |
Notes payable | $ | 2,143,616 | $ | - |
Assets and liabilities measured at fair value on a recurring basis:
As at October 31, 2022 | Level 1 | Level 2 | Level 3 | Total |
Cash | $ 34,410 | $ - | $ - | $ 34,410 |
| $ 34,410 | $ - | $ - | $ 34,410 |
Accounts payable, accrued liabilities, due to related parties, and notes payable approximate their fair value due to the short-term nature of these instruments.
Risk management
The Company has exposure to the following risks from its use of financial instruments: credit risk, market risk and liquidity risk. Management, the Board of Directors, and the Audit Committee monitor risk management activities and review the adequacy of such activities.
Credit risk:
Credit risk is the risk of potential loss to the Company if a customer or counter party to a financial instrument fails to meet its contractual obligations. The Company’s credit risk is limited to the carrying amount on the statement of financial position and arises from the Company’s cash, which is held with a high-credit quality financial institutions in Canada and in Chile. As such, the Company’s credit risk exposure is minimal.
Market risk:
Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and equity prices.
i.Interest rate risk:
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company has minimal interest rate risk as it has no interest accumulating financial assets that may become susceptible to interest rate fluctuations.
ii.Currency risk:
Foreign currency risk is the risk that the fair values of future cash flows of a financial instrument will fluctuate because they are denominated in currencies that differ from the respective functional currency. The Company has offices in Canada and Chile, and holds cash in Canadian, United States, and Chilean Peso currencies. A significant change in the currency exchange rates between the Canadian dollar relative to US dollar and Chilean Peso could have an effect on the Company’s results of operations, financial position, and/or cash flows. At October 31, 2022, the Company had no hedging agreements in place with respect to foreign exchange rates. As the majority of the transactions of the Company are denominated in CAD and Chilean Peso currencies, movements in the foreign exchange rates are not expected to have a material impact on the consolidated statements of comprehensive loss.
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| RED METAL RESOURCES LTD. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian Dollars) (Unaudited) |
iii.Equity price risk:
Equity price risk is the risk that the fair value of equity/securities decreases as a result of changes in the levels of equity indices and the value of individual stocks. The Company is not exposed to equity price risk as it does not have any investments in marketable securities.
Liquidity risk:
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company has a planning and budgeting process in place to help determine the funds required to support the Company’s normal operating requirements on an ongoing basis. Historically, the Company's sources of funding have been through equity financings and loans from the Company’s management and its major shareholder; however, the Company cannot be certain that it will be able to raise sufficient funds to meet its short-term business requirements.
The following table details the remaining contractual maturities of the Company’s financial liabilities as of October 31, 2022:
| Within 1 year | 1-5 years | 5+ years |
Accounts payable and accrued liabilities | $ | 150,847 | $ | - | $ | - |
Amounts due to related parties | | 387,168 | | - | | - |
Loans payable(1) | | 2,187,057 | | - | | - |
Withholding taxes payable | | - | | - | | 137,918 |
| $ | 2,725,072 | $ | - | $ | 137,918 |
(1) Payments denominated in foreign currencies have been translated using the October 31, 2022, exchange rate.
6.EXPLORATION AND EVALUATION ASSETS
As of October 31, 2022, and January 31, 2022, the Company’s interest in exploration and evaluation assets consisted of three active copper-gold projects on two properties, namely the Farellón and Perth Projects both located on the Carrizal Property, and the Mateo Project located on the Mateo Property. The Company capitalizes acquisition costs incurred on the Company’s exploration and evaluation properties; the costs associated with exploration and drilling programs as well as property tax payments are expensed as period costs in the period they are incurred. Following tables present, as of October 31, 2022 and January 31, 2022, acquisition costs associated with each property:
Exploration and evaluation assets at October 31, 2022
| January 31, 2022 | Effect of foreign currency translation | October 31, 2022 |
Farellón Project | | | |
Farellón | $ | 432,389 | $ | (39,820) | $ | 392,569 |
Quina | | 166,660 | | (15,349) | | 151,311 |
Exeter | | 169,270 | | (15,589) | | 153,681 |
Sub-total, Farellón Project | | 768,319 | | (70,758) | | 697,561 |
| | | | | | |
Perth Project | | 53,454 | | (4,922) | | 48,532 |
| | | | | | |
Total costs | $ | 821,773 | $ | (75,680) | $ | 746,093 |
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| RED METAL RESOURCES LTD. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian Dollars) (Unaudited) |
Exploration and evaluation assets at January 31, 2022
| January 31, 2021 (restated)* | Effect of foreign currency translation | January 31, 2022 |
Farellón Project | | | |
Farellón | $ | 473,792 | $ | (41,403) | $ | 432,389 |
Quina | | 182,618 | | (15,958) | | 166,660 |
Exeter | | 185,479 | | (16,209) | | 169,270 |
Sub-total, Farellón Project | | 841,889 | | (73,570) | | 768,319 |
| | | | | | |
Perth Project | | 58,574 | | (5,120) | | 53,454 |
| | | | | | |
Total costs | $ | 900,463 | $ | (78,690) | $ | 821,773 |
*Restated for change in presentation currency (Note 3)
During the nine-month periods ended October 31, 2022 and 2021, the Company incurred the following costs associated with the exploration activities on its mineral properties:
Exploration costs for the nine-month period ended October 31, 2022
| Farellón Project | Perth Project | Mateo Project | Total Costs |
Property taxes paid | $ 8,349 | $ 19,385 | $ 1,638 | $ 29,372 |
Geology | 82,038 | - | - | 82,038 |
Drilling | 405,327 | - | - | 405,327 |
Equipment used | 11,822 | - | - | 11,822 |
Camp costs (including meals and travel) | 52,318 | - | - | 52,318 |
Assay costs | 57,803 | - | - | 57,803 |
Total exploration costs | $ 617,657 | $ 19,385 | $ 1,638 | $ 638,680 |
Exploration costs for the nine-month period ended October 31, 2021 (restated)*
| Farellón Project | Perth Project | Mateo Project | Total Costs |
Property taxes paid | $ 24,457 | $ 58,271 | $ 4,924 | $ 87,652 |
Geology | 26,222 | - | - | 26,222 |
Camp costs (including meals and travel) | 2,248 | - | - | 2,248 |
Total exploration costs | $ 52,927 | $ 58,271 | $ 4,924 | $ 116,122 |
*Restated for change in presentation currency (Note 3)
In addition to the costs listed in the tables above, during the nine-month periods ended October 31, 2022 and 2021, the Company incurred $3,633 and $3,797 in regulatory fees associated with claim maintenance, respectively.
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| RED METAL RESOURCES LTD. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian Dollars) (Unaudited) |
7.EQUIPMENT
Changes in equipment cost, depreciation and net book value of the equipment at October 31, 2022 and January 31, 2021 are as follows:
Cost | Equipment |
Balance at January 31, 2021 | $ | 53,715 |
Additions | | - |
Effect of foreign currency translation | | (4,694) |
Balance at January 31, 2022 | | 49,021 |
Additions | | 55,572 |
Effect of foreign currency translation | | (9,633) |
Balance at October 31, 2022 | $ | 94,960 |
Accumulated depreciation | |
Balance at January 31, 2021 | $ | 19,833 |
Additions | | 8,626 |
Effect of foreign currency translation | | (2,075) |
Balance at January 31, 2022 | | 26,384 |
Additions | | 14,231 |
Effect of foreign currency translation | | (2,918) |
Balance at October 31, 2022 | $ | 37,697 |
Net carrying amounts | |
Balance, January 31, 2022 | $ | 22,637 |
Balance, October 31, 2022 | $ | 57,263 |
8.PREPAIDS AND OTHER RECEIVABLES
Prepaids and other receivables consisted of the following as at October 31, 2022 and at January 31, 2022:
| October 31, 2022 | January 31, 2022 |
Chilean corporate tax prepayment | $ | 595 | $ | 652 |
GST/HST receivable | | 17,395 | | 11,785 |
Prepaid deposits for drilling program | | - | | 21,065 |
Prepaid expenses for general and administrative fees | | 197,820 | | 119,445 |
Total prepaids and other receivables | $ | 215,810 | $ | 152,947 |
9.WITHHOLDING TAXES PAYABLE
On July 31, 2020, the Company reclassified $146,237 in Chilean withholding taxes payable from current liabilities to long-term liabilities. As at October 31, 2022, and at January 31, 2022, the Company had $137,918 and $151,907 in Chilean withholding taxes payable, respectively.
10.SHARE CAPITAL
On February 10, 2021, the Company changed its corporate jurisdiction from the State of Nevada to the Province of British Columbia. The Articles of Incorporation and Bylaws of the Company, under the Nevada Revised Statutes, were replaced with the Articles of the Company, under the Business Corporations Act (British Columbia). The authorized capital of the Company was amended to an unlimited number of common shares without par value (the “Shares”). The Company retroactively reclassified $6,424,684 associated with the historical share issuances from additional paid-in capital to common stock.
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| RED METAL RESOURCES LTD. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian Dollars) (Unaudited) |
On May 16, 2022, the Company issued 3,308,666 units at a price of $0.15 per unit (each a “Unit”) for gross proceeds of $496,300 (the “Unit Offering”). Each Unit consisted of one common share and one common share purchase warrant (the “Warrant”). Each Warrant entitles the holder thereof to purchase one additional common share of the Company at an exercise price of $0.30 per common share, if exercised on or before May 16, 2023, and at a price of $0.60, if exercised between May 16, 2023 and on or before May 16, 2024. The Warrants were assigned $0.005 per warrant share value based on the residual method, as the fair market value of the Shares was below the offering price.
In connection with the Unit Offering, the Company incurred $3,987 in regulatory fees, paid cash commissions aggregating $30,314, and issued 202,090 Warrants to registered broker-dealers valued at $25,076. The Warrants are subject to the same terms and conditions as the Warrants purchased by other subscribers in the Unit Offering. The Company used Black-Scholes option pricing model to determine the value of the broker warrants. The following assumptions were used:
Expected life of the broker warrants | 2 years |
Risk-free interest rate | 2.64% |
Expected dividend yield | Nil |
Expected share price volatility | 242% |
Fair value at the date of transaction | $0.145 |
Warrants
The changes in the number of warrants outstanding during the nine-month period ended October 31, 2022, and for the year ended January 31, 2022, are as follows:
| Nine months ended October 31, 2022 | | Year ended January 31, 2022 |
| Number of warrants | Weighted average exercise price | | Number of warrants | Weighted average exercise price |
Warrants outstanding, beginning | 10,688,239 | $ | 0.36 | | - | $ | n/a |
Warrants issued | 3,510,756 | $ | 0.45 | | 10,688,239 | $ | 0.36 |
Warrants outstanding, ending | 14,198,995 | $ | 0.38 | | 10,688,239 | $ | 0.36 |
Details of warrants outstanding as at October 31, 2022, are as follows:
Number of warrants exercisable | Grant date | Exercise price |
3,849,668 | May 17, 2021 | $0.20 expiring on May 17, 2024, as extended on May 2, 2022 |
149,310 (1) | May 17, 2021 | $0.20 expiring on May 17, 2024, as extended on May 2, 2022 |
6,460,872 | November 23, 2021 | $0.30 if exercised prior to November 23, 2022; $0.60 if exercised after November 23, 2022 but prior to November 23, 2023 |
228,389 (1) | November 23, 2021 | $0.30 if exercised prior to November 23, 2022 $0.60 is exercised after November 23, 2022 but prior to November 23, 2023 |
3,308,666 | May 16, 2022 | $0.30 if exercised prior to May 16, 2023 $0.60 if exercised after May 16, 2023 but prior to May 16, 2024 |
202,090(1) | May 16, 2022 | $0.30 if exercised prior to May 16, 2023 $0.60 if exercised after May 16, 2023 but prior to May 16, 2024 |
14,198,995 | | |
(1)Broker warrants.
At October 31, 2022, the weighted average life of the warrants was 1.31 years.
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Options
On July 13, 2021, the Company adopted an incentive stock option plan (the “Option Plan”) which provides that the Board of Directors of the Company may, from time to time, at their discretion and in accordance with the CSE requirements, grant stock options to directors, officers, and technical consultants for up to 10% of the issued and outstanding common Shares of the Company. Such options are exercisable for a period of up to ten years from the date of grant. Exercise price and vesting terms are determined at the time of grant by the Board of Directors.
On November 24, 2021, the Company’s board of directors granted 1,750,000 incentive stock options to its directors, officers, and consultants. The stock options are exercisable at a price of $0.25 per Share for a period of five years expiring on November 24, 2026. The options to acquire up to 1,700,000 Shares vested immediately upon grant, therefore the Company recognized $330,425 as share-based compensation for the period ended January 31, 2022. The fair value of these stock options was estimated using the Black-Scholes Option Pricing model using the following assumptions:
| November 24, 2021 |
Expected life | 5 years |
Annualized volatility | 186% |
Risk-free interest rate | 1.56% |
Dividend yield | Nil |
Fair Value at the date of grant | $0.20 |
The option to acquire up to 50,000 Shares issued to a consultant for investor relation services vests over a period of 12 months at a rate of 12,500 Shares per quarter beginning on February 24, 2022. During the nine-month period ended October 31, 2022, the Company recognized $1,966 (2021 - $Nil) as share-based compensation associated with this option, which was recorded as part of the advertising and promotion expenses for the nine-month period ended October 31, 2022. The fair value of this stock option was estimated using the Black-Scholes Option Pricing model using the following assumptions:
| October 31, 2022 |
Expected life | 5 years |
Annualized volatility | 195% - 238% |
Risk-free interest rate | 1.52% - 3.43% |
Dividend yield | Nil |
Fair Value at vesting | $0.07 - $0.218 |
The changes in the number of options outstanding during the nine-month period ended October 31, 2022, and for the year ended January 31, 2022, are as follows:
| Nine months ended October 31, 2022 | | Year ended January 31, 2022 |
| Number of warrants | Weighted average exercise price | | Number of warrants | Weighted average exercise price |
Options outstanding, beginning | 1,750,000 | $ | 0.25 | | - | $ | n/a |
Options expired/cancelled(1) | (30,000) | $ | 0.25 | | 1,750,000 | $ | 0.25 |
Options outstanding, ending | 1,720,000 | $ | 0.25 | | 1,750,000 | $ | 0.25 |
Options outstanding, exercisable | 1,707,500 | $ | 0.25 | | 1,700,000 | $ | 0.25 |
The options expired in accordance with the terms of the Option Plan on retirement of the option holder.
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At October 31, 2022, the Company had 1,720,000 Share purchase options issued and outstanding, with 1,707,500 share purchase options exercisable on that date. All options were exercisable at $0.25 per Share, and had a weighted average life of 4.07 years.
11.RELATED PARTY TRANSACTIONS
Related parties include the directors, officers, key management personnel, close family members and entities controlled by these individuals. Key management personnel are those having authority and responsibility for planning, directing and controlling the activities of the Company as a whole
The following amounts were due to related parties as at:
| October 31, 2022 | January 31, 2022 |
| | |
Due to a company owned by an officer and director (a) | $ | 80,041 | $ | 21 |
Due to a company controlled by officers and directors (a) | | 146,954 | | 39,565 |
Due to a company controlled by officers and directors (a) | | 140,450 | | 5,650 |
Due to the Chief Executive Officer (“CEO”) (a), (b) | | 13,360 | | 5,476 |
Due to the Chief Financial Officer (“CFO”) (a), (b) | | 1,365 | | 1,272 |
Due to a major shareholder (a), (b) | | 3,412 | | 3,180 |
Due to a company controlled by a director (a) | | 1,586 | | 2,090 |
Total due to related parties | $ | 387,168 | $ | 57,254 |
(a)Amounts are unsecured, due on demand and bear no interest.
(b)On July 29, 2020, Polymet entered into mining royalty agreements (the “NSR Agreements”) with the Company’s CEO, CFO, and the major shareholder (the “Purchasers”) to sell net smelter returns (the “NSR”) on its mineral concessions. NSR range from 0.3% to 1.25% depending on particular concession and the Purchaser. The Company’s CEO agreed to acquire the NSR for $2,047 (USD$1,500), CFO agreed to acquire the NSR for $1,365 (USD$1,000), and the major shareholder agreed to acquire the NSR for $3,412 (USD$2,500).
The NSR will be paid quarterly once commercial exploitation begins and will be paid on gold, silver, copper and cobalt sales. If, within two years, the Company does not commence commercial exploitation of the mineral properties, an annual payment of USD$10,000 per purchaser will be paid.
Pursuant to Chilean law, the NSR agreements will come in force only when registered against the land title in Chile. Due to temporary safety restrictions associated with COVID-19 pandemic, the registration of the NSR Agreements has been deferred, therefore the payments made by the CEO, CFO, and the major shareholder have been recorded as advances on the books of the Company and will be applied towards the NSR Agreements, once they are fully legalized.
On October 31, 2021, the Company and its related parties agreed to defer certain debt the Company owed to them until January 31, 2023. As at October 31, 2022 and January 31, 2022, the following amounts were included in long-term debt due to related parties
| October 31, 2022 | January 31, 2022 |
| | | |
Due to a company owned by an officer and director (c) | $ | - | $ | 74,763 |
Due to a company controlled by officers and directors (c) | | - | | 84,750 |
Total long-term amounts due to related parties | $ | - | $ | 159,513 |
(c)At October 31, 2022, the above payables to related parties were included in current liabilities.
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| RED METAL RESOURCES LTD. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian Dollars) (Unaudited) |
The following amounts were due under the notes payable the Company issued to related parties:
| October 31, 2022 | January 31, 2022 |
| | |
Note payable to CEO (d) | $ | 1,328,391 | $ | 804,309 |
Note payable to CFO (d) | | 16,286 | | 14,298 |
Note payable to a company controlled by officers and directors (d) | | 181,219 | | 170,730 |
Note payable to a major shareholder (d) | | 617,720 | | 566,166 |
Total notes payable to related parties(e) | $ | 2,143,616 | $ | 1,555,503 |
(d)The notes payable to related parties accumulate interest at a rate of 8% per annum, are unsecured, and are payable on or after January 31, 2023, as renegotiated by the Company on August 31, 2021.
(e)At January 31, 2022, the complete amount due under the notes payable was presented as part of long-term liabilities. At October 31, 2022, these notes were included in current liabilities.
During the three-month period ended October 31, 2022, the Company accrued $42,323 (October 31, 2021 - $30,178) in interest expense on the notes payable to related parties.
During the nine-month period ended October 31, 2022, the Company accrued $119,328 (October 31, 2021 - $87,244) in interest expense on the notes payable to related parties.
Transactions with Related Parties
During the nine-month periods ended October 31, 2022 and 2021, the Company incurred the following expenses with related parties:
| Three months ended October 31, | Nine months ended October 31, |
| 2022 | 2021 | 2022 | 2021 |
Consulting fees to a company owned by an officer and director | $ | 15,000 | $ | 15,000 | $ | 45,000 | $ | 45,000 |
Consulting fees to a company controlled by officers and directors | | 15,000 | | 15,000 | | 45,000 | | 45,000 |
Consulting fees to a company controlled by VP of Finance | | - | | 7,724 | | 7,120 | | 16,033 |
Prepaid consulting fees to a company controlled by VP of Finance | | - | | (7,893) | | - | | 14,431 |
Mineral exploration and general administrative expenses to a company controlled by officers and directors | | 2,386 | | - | | 98,921 | | - |
Legal fees to a company controlled by a director | | 9,481 | | 10,309 | | 17,701 | | 21,109 |
Rent fees to a company controlled by officers and directors | | - | | 3,000 | | - | | 9,000 |
Total transactions with related parties | $ | 41,867 | $ | 43,140 | $ | 213,742 | $ | 150,573 |
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| RED METAL RESOURCES LTD. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian Dollars) (Unaudited) |
12.SEGMENTED INFORMATION
The Company has one operating segment, the exploration of mineral properties, and two geographical segments with all current exploration activities being conducted in Chile. All of the Company’s equipment and exploration and evaluation assets are located in Chile as follows:
| October 31, 2022 | January 31, 2022 |
Equipment | $ | 57,263 | $ | 22,637 |
Exploration and evaluation assets | | 746,093 | | 821,773 |
| $ | 803,356 | $ | 844,410 |
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