Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
May 31, 2020 | Jul. 20, 2020 | |
Document and Entity Information: | ||
Entity Registrant Name | Fortem Resources Inc. | |
Entity Central Index Key | 0001382231 | |
Document Type | 10-Q | |
Document Period End Date | May 31, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --02-28 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 122,571,156 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 |
Consolidated Condensed Interim
Consolidated Condensed Interim Balance Sheets (Unaudited) - USD ($) | May 31, 2020 | Feb. 29, 2020 |
Current assets | ||
Cash | $ 18,904 | $ 13,022 |
Receivables | 25,170 | 18,925 |
Prepaid expenses and deposit | 9,635 | 20,514 |
Due from related parties (Note 7) | 21,419 | 48,392 |
Total current assets | 75,128 | 100,853 |
Deposit (Note 5) | 42,514 | 43,517 |
Equipment (Note 4) | 46,635 | 47,526 |
Right to the acquisition of mineral exploration project (Note 3) | 1 | 1 |
Oil and gas properties, full cost method (Note 5) | 77,018,553 | 76,935,275 |
Total assets | 77,182,831 | 77,127,172 |
Current liabilities | ||
Accounts payable and accrued liabilities (Note 6) | 1,837,533 | 1,684,901 |
Due to related parties (Note 7) | 159,305 | 113,094 |
Related party loan payable (Note 7) | 57,261 | 57,261 |
Notes payable (Note 8) | 1,996,651 | 1,466,289 |
Total current liabilities | 4,050,750 | 3,321,545 |
Long term notes payable (Note 9) | 112,683 | 532,319 |
Asset retirement obligation (Note 10) | 32,255 | 32,310 |
Deferred tax liabilities (Notes 5) | 16,215,677 | 16,215,677 |
Total liabilities | 20,411,365 | 20,101,851 |
Stockholders' equity | ||
Share capital (Note 11) Authorized: 750,000,000 common shares, par value $0.001 per share Issued and outstanding: 122,571,156 common shares (122,571,156 at February 29, 2020) | 122,570 | 122,570 |
Additional paid in capital | 160,719,464 | 160,719,464 |
Obligation to issue shares (Note 5) | 3,600,000 | 3,600,000 |
Accumulated other comprehensive loss | (383,257) | (383,257) |
Accumulated deficit | (107,287,311) | (107,033,456) |
Total stockholders' equity | 56,771,466 | 57,025,321 |
Total stockholders' equity and liabilities | $ 77,182,831 | $ 77,127,172 |
Consolidated Condensed Interi_2
Consolidated Condensed Interim Balance Sheets (Parenthetical) - $ / shares | May 31, 2020 | Feb. 29, 2020 |
Statement of Financial Position [Abstract] | ||
Common stock, shares authorized | 750,000,000 | 750,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares issued | 122,571,156 | 122,571,156 |
Common stock, shares outstanding | 122,571,156 | 122,571,156 |
Consolidated Condensed Interi_3
Consolidated Condensed Interim Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
May 31, 2020 | May 31, 2019 | |
General and administrative expenses | ||
Accretion of asset retirement obligation (Note 10) | $ 776 | $ 736 |
Consulting | 17,885 | |
Depreciation (Note 4) | 891 | 891 |
Investor relations | 6,406 | 2,830 |
Management fees | 30,000 | 90,000 |
Office, travel and general | 68,628 | 225,930 |
Professional fees | 97,716 | 113,607 |
Loss from operations | (204,417) | (451,879) |
Foreign exchange gain | 39,752 | 1,250 |
Gain on settlement of debt (Note 6) | 27,227 | |
Interest income | 130 | 212 |
Interest expense | (89,320) | (53,119) |
Non operating income (expense) | (49,438) | (24,430) |
Loss and comprehensive loss for the period | $ (253,855) | $ (476,309) |
Basic and diluted loss per share | $ 0 | $ 0 |
Weighted average number of basic and diluted common shares outstanding | 122,571,156 | 122,538,547 |
Consolidated Condensed Interi_4
Consolidated Condensed Interim Statements of Cash Flows (Unaudited) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | May 31, 2020 | May 31, 2019 | Feb. 29, 2020 | |
Cash flows used in operating activities | ||||
Loss for the period | $ (253,855) | $ (476,309) | ||
Non-cash items | ||||
Accretion of asset retirement obligation | 776 | 736 | $ 2,975 | |
Depreciation | 891 | 891 | ||
Gain on settlement of debt | (27,227) | (27,227) | ||
Interest income accrued | (130) | 212 | ||
Interest expense | 89,320 | 53,119 | ||
Accrued management fees and expenses | 65,485 | 30,000 | ||
Unrealized foreign exchange | (6,524) | 614 | ||
Changes in non-cash working capital items | ||||
Receivable | (6,245) | 1,256 | ||
Prepaid expenses and deposit | 10,879 | (12,302) | ||
Accounts payable and accrued liabilities | 40,848 | (15,322) | ||
Cash used in operating activities | (58,555) | (444,332) | ||
Cash flows used in investing activities | ||||
Expenditures on oil and gas properties | (13,262) | (109,933) | ||
Deferred acquisition costs | (74,951) | |||
Cash used in investing activities | (13,262) | (184,884) | ||
Cash flows from financing activities | ||||
Proceeds from warrants exercised, net of issuance costs | $ 200,000 | 186,000 | ||
Notes payable | 70,000 | 560,000 | ||
Net proceeds from (repaid to) related parties | 7,699 | (88,089) | ||
Cash provided by financing activities | 77,699 | 657,911 | ||
Change in cash | 5,882 | 28,695 | ||
Cash, beginning of period | $ 35,171 | 13,022 | 35,171 | 35,171 |
Cash, end of period | 18,904 | 63,866 | $ 13,022 | |
Non-cash transactions | ||||
Oil and gas properties expenditures in accounts payable | $ 1,261,526 | $ 326,085 |
Consolidated Condensed Interi_5
Consolidated Condensed Interim Statements of Stockholders' Equity (Unaudited) - USD ($) | Share Capital [Member] | Additional Paid In Capital [Member] | Obligations to Issue Shares [Member] | Deficit [Member] | Accumulated Other Comprehensive Loss [Member] | Total |
Balance at Feb. 28, 2019 | $ 122,070 | $ 160,533,964 | $ 3,600,000 | $ (39,072,069) | $ (383,257) | $ 124,800,708 |
Balance, Shares at Feb. 28, 2019 | 122,071,156 | |||||
Warrants exercised | $ 500 | 199,500 | 200,000 | |||
Warrants exercised, Shares | 500,000 | |||||
Share issue costs | (14,000) | (14,000) | ||||
Loss for the period | (476,309) | (476,309) | ||||
Balance at May. 31, 2019 | $ 122,570 | 160,719,464 | 3,600,000 | (39,548,378) | (383,257) | 124,510,399 |
Balance, Shares at May. 31, 2019 | 122,571,156 | |||||
Balance at Feb. 29, 2020 | $ 122,570 | 160,719,464 | 3,600,000 | (107,033,456) | (383,257) | 57,025,321 |
Balance, Shares at Feb. 29, 2020 | 122,571,156 | |||||
Loss for the period | (253,855) | (253,855) | ||||
Balance at May. 31, 2020 | $ 122,570 | $ 160,719,464 | $ 3,600,000 | $ (107,287,311) | $ (383,257) | $ 56,771,466 |
Balance, Shares at May. 31, 2020 | 122,571,156 |
Nature and Continuance of Opera
Nature and Continuance of Operations | 3 Months Ended |
May 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature and Continuance of Operations | 1. NATURE AND CONTINUANCE OF OPERATIONS Fortem Resources Inc. (the “Company”) was incorporated in the State of Nevada on July 9, 2004. The Company focuses its business efforts on the acquisition, exploration, and development of oil and gas properties. The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As of May 31, 2020, the Company has not achieved profitable operations, has incurred losses in developing its business, and further losses are anticipated. The Company has an accumulated deficit of $107,287,311. The Company’s ability to continue as a going concern is dependent upon its ability to obtain the necessary financing to meet its obligations and pay its liabilities when they come due. To date, the Company has funded operations through the issuance of capital stock and debt. Management plans to continue raising additional funds through equity or debt financings and loans from directors. There is no certainty that further funding will be available as needed. These factors raise substantial doubt about the ability of the Company to continue operating as a going concern. The ability of the Company to continue its operations as a going concern is dependent upon its ability to raise sufficient new capital to fund its operating commitments and ongoing losses and ultimately on generating profitable operations. The consolidated financial statements do not include any adjustments to be recorded to assets or liabilities that might be necessary should the Company be unable to continue as a going concern. In July 2019, the Company’s common shares ceased trading on the TSX Venture Exchange pursuant to a cease trade order (“CTO”) issued by the Alberta Securities Commission (“ASC”). In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, has adversely affected workforces, customers, economies, and financial markets globally, leading to an economic downturn. It has also disrupted the normal operations of many businesses, including ours. This outbreak could decrease spending, adversely affect and harm our business and results of operations. It is not possible for us to predict the duration or magnitude of the adverse results of the outbreak and its effects on our business or results of operations at this time. The Company’s operations, financings, and assets have been negatively impacted by the CTO, falling oil prices and demand, the COVID-19 pandemic among other items. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
May 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The unaudited consolidated condensed interim financial statements of the Company have been prepared in accordance with United States Generally Accepted Accounting Principles (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”). They do not include all information and footnotes required by GAAP for complete financial statements. However, except as disclosed herein, there have been no material changes in the information disclosed in the notes to the financial statements from the year ended February 29, 2020 included in the Company’s Annual Report on Form 10-K filed with the SEC. The unaudited consolidated condensed interim financial statements should be read in conjunction with those financial statements included in the 10-K report. In the opinion of management, all adjustments considered necessary for fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three months ended May 31, 2020 are not necessarily indicative of the results that may be expected for the year ending February 28, 2021. Basis of Consolidation These consolidated condensed interim financial statements include the accounts of the Company and its wholly owned subsidiaries, Colony Energy, LLC, (“Colony”) Black Dragon Energy, LLC, (“Black Dragon”) Rolling Rock Resources, LLC (“Rolling Rock”) and City of Gold, LLC (“City of Gold”). All significant intercompany accounts and transactions between the Company and its subsidiaries have been eliminated upon consolidation. Basic and Diluted Loss per Share Basic earnings or loss per share (“EPS”) is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted EPS is computed by dividing net income (loss) by the weighted-average of all potentially dilutive shares of the common stock that were outstanding during the years presented. There were 2,000,000 (February 29, 2020 - 2,000,000) potentially dilutive securities excluded from the calculation of diluted loss per share as their effect would be anti-dilutive. The treasury stock method is used in calculating diluted EPS for potentially dilutive stock options and share purchase warrants, which assumes that any proceeds received from the exercise of in-the-money stock options and share purchase warrants, would be used to purchase common shares at the average market price for the period. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current facts, historical experience and various other factors it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. The most significant estimates with regard to these financial statements relate to carrying values of oil and gas properties, rights to acquisition, the assumptions used to record asset retirement obligations, the assumptions used to determine the fair value of derivative financial assets and liabilities, and valuation of share-based payments. Recent Accounting Pronouncements Recent accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”) (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the SEC did not, or are not believed by management to, have a material impact on the Company’s present or future financial position, results of operations or cash flows. |
Investment and Rights in Asia P
Investment and Rights in Asia Pacific Mining Ltd. | 3 Months Ended |
May 31, 2020 | |
Investments in and Advances to Affiliates [Abstract] | |
Investment and Rights in Asia Pacific Mining Ltd. | 3. INVESTMENT AND RIGHTS IN ASIA PACIFIC MINING LTD. Investment In April 2017, a binding financing and option agreement (the “Agreement”) was assigned to the Company where the Company subscribed a total of 2,930,259 units in the capital of Asia Pacific Mining Limited (“Asia Pacific”) at a total cost of $1,500,000, which represents approximately 7.5% of the issued and outstanding shares of Asia Pacific immediately after the financing. Asia Pacific is a private company registered in Hong Kong and the principal activities of Asia Pacific are exploration and mining in Myanmar and investment holding. Each unit consisted of one common share and one share purchase warrant which will entitle the holder of each warrant to acquire an additional share of Asia Pacific at an exercise price of $0.5119 per share during the term equal to the greater of two years from the closing of additional financing of Asia Pacific according to the terms of the Agreement or 18 months from the receipts of all necessary permits to carry out the exploration program. During the year ended February 29, 2020, the Company recorded a write off of $1,500,000 for the investment in Asia Pacific. Rights The Company owns the right to an option agreement (the “Option”) to purchase 100% of the ownership interest in a wholly owned subsidiary of Asia Pacific which, in turn, owns 100% of the rights to the City of Gold mineral exploration project located in Myanmar. The Company will be granted the Option upon the Company completing a subscription of 2,930,261 units of Asia Pacific for a purchase price of $1,500,000 (the “Final Funding Tranche”), due within 60 days of issuance of an exploration license for the City of Gold Project by the Government of Myanmar. The rights to the Option is valued at $1. Once it has exercised the Option, the Company may, at its discretion, require Asia Pacific to transfer the Project Subsidiary to another Canadian publicly listed company to be selected by the Company (“Acquisition Co.”) (if the Project Subsidiary is not transferred to another Canadian publicly listed company, Acquisition Co. means the Company) for an exercise price consisting of $7,000,000 in cash and thirty percent of the issued and outstanding share capital of Acquisition Co. (calculated on a fully diluted basis, excluding up to 10% in stock options, but including shares Acquisition Co. may have issued in order to raise the exercise price of $7,000,000 and an additional $5,000,000 in working capital). Half of the cash portion of the exercise price must be paid upon exercise of the Option; the balance is to be paid on the first anniversary of the exercise and is to be evidenced by a one-year secured term note. Although the Company has the right to select Acquisition Co., it must select a Canadian publicly listed company that meets certain criteria – at exercise of the Option, Acquisition Co. must have less than $100,000 in liabilities and $5,000,000 or more in working capital and Asia Pacific will have the right to nominate 30% of its directors. |
Equipment
Equipment | 3 Months Ended |
May 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Equipment | 4. EQUIPMENT Oil and gas equipment $ Cost: At February 28, 2019, February 29, 2020, and May 31, 2020 71,284 Depreciation: At February 28, 2019 20,194 Charge for the year 3,564 At February 29, 2020 23,758 Charge for the period 891 At May 31, 2020 24,649 Net book value: At February 29, 2020 47,526 At May 31, 2020 46,635 |
Oil and Gas Properties, Full Co
Oil and Gas Properties, Full Cost Method | 3 Months Ended |
May 31, 2020 | |
Oil and Gas Exploration and Production Industries Disclosures [Abstract] | |
Oil and Gas Properties, Full Cost Method | 5. OIL AND GAS PROPERTIES, FULL COST METHOD Canada US Compeer Godin Black Dragon Rolling Rock Total $ $ $ $ $ Balance, February 28, 2019 720,060 60,373,011 39,260,344 40,528,157 140,881,572 Acquisition - - 50,000 50,000 100,000 Exploration 13,272 104,791 125,626 185,838 429,527 Write down (350,104 ) - (23,361,726 ) (40,763,994 ) (64,475,824 ) Balance, February 29, 2020 383,228 60,477,802 16,074,244 1 76,935,275 Exploration 10,148 23,447 26,177 23,506 83,278 Balance, May 31, 2020 393,376 60,501,249 16,100,421 23,507 77,018,553 Compeer Property The Compeer Property is located in Alberta, Canada. The Company has $42,514 (February 29, 2020 - $43,517) in bonds held with the Alberta Energy Regulator for its oil and gas properties. During the year ended February 29, 2020, the Company recorded a write down of $350,104. Godin Property In April, 2017, the Company entered into and closed a petroleum, natural gas and general rights conveyance agreement to acquire a 100% interest in and to certain petroleum, natural gas and general rights, including Alberta Crown Petroleum and Oil Leases in the Godin area of Northern Alberta. Pursuant to the agreement, the Company is required to pay $150,000 upon the rig release of a second well drilled by the Company in the oil and gas assets described above. This amount will be recorded when the criteria has been met. If the Company fails to make timely payment of any of the milestone payments, and does not remedy such failure within 30 days of receipt of written notice from the vendor, the vendor may elect either of the following: a. Re-convey the assets to one of the project vendors; or b. Receive 250,000 common shares of the Company (subject to the availability of a registration exemption). As at May 31, 2020, the Company is obligated to issue 2,000,000 common shares valued at $3,600,000 to one of the vendors which holds rights in the Godin property. These shares are to be issued on each of the second and third anniversaries of the closing date. 1,000,000 shares due on each of the second and third anniversary cannot currently be issued due to the CTO issued to the Company (Note 1). The Company has not received a notice of default from the vendor. Included in the capitalized value of the property is a deferred tax liability of $16,215,677. Black Dragon Property In April 2017, the Company entered into and closed a purchase and sale agreement (the “Black Dragon PSA”), subsequently amended, to acquire a 75% working interest in and to certain leases, hydrocarbons, wells, agreements, equipment, surface rights agreements and assignable permits at an 80% net revenue interest located in the Moenkopi formation of the Carbon and Emery Counties, Utah (the “Black Dragon Property”). In August 2017, May 2019, May 2020 and July 2020, the Company entered into an amendment to the Black Dragon PSA (the “Black Dragon Amendment”), which amended the terms of the Black Dragon PSA. Under the Black Dragon Amendment, the Company is required to pay the vendor cash consideration totaling $3,900,000 (the “Black Dragon Cash Consideration”) based upon the following schedule: ● $100,000 as a non-refundable deposit within 10 business days of closing (paid); ● the balance of the Black Dragon Cash Consideration by payment to the vendor of an amount equal to 12.5% of any funds received by the Company from any equity, debt or convertible financing thereof (each, a “Financing”) upon the closing of each Financing until such amount is paid. In addition: (a) the first $1,500,000 raised by the Company will be exempt from a 12.5% payment to the vendor if such amount is received prior to the Company’s listing on a stock exchange; and (b) the full Black Dragon Cash Consideration is required to be paid in full no later than November 1, 2020 regardless of the amount of funds paid in connection with one or more Financings. In addition to revising the Black Dragon Cash Consideration as set out above, the Company has agreed to: (a) issue 250,000 common shares of the Company to the vendor on or prior to September 1, 2017 (issued at a value of $625,000); and (b) pay the vendor an additional $25,000 every sixty days commencing September 1, 2017 ($300,000 incurred) until such time as the Black Dragon Cash Consideration is paid in full. Furthermore, as part of the May 2019 amendment, the Company is required to issue 300,000 shares of the Company to the vendor. The Company has received an extension on the bi-monthly $25,000 payment to November 1, 2020 and the Company is currently in negotiations to amend the terms of the acquisition. Within 10 business days after the later of the Company paying the Black Dragon Cash Consideration in full or the Company meeting in full its carry obligation, the vendor will convey to the Company an undivided 75% of the Vendor’s right, title and interest in and to the assets, at an 80% Net Revenue Interest in the assets. Carry Obligation As per the terms of the Black Dragon PSA, and in addition to the Black Dragon Cash Consideration, the Company is required to pay all costs and expenses incurred on the assets with respect to any and all exploration, development and production during the carry period. The “Carry Period” continues until the later of either (i) the date that the Company pays the full Black Dragon Cash Consideration set out above or (ii) the date that the Company pays all costs and expenses for the drilling, logging, testing and completion of two new wells, each well with a horizontal leg extending at least 2,000 feet in the target zone within the Moenkopi formation (the “Two Obligation Wells”). The Company is required to drill to completion or cause to be drilled to completion (or plugging and abandonment) the Two Obligation Wells on or before November 1, 2020, failing which, the Company’s right to earn any assignment in and to the assets will terminate immediately. For each vertical well drilled to 200 feet below the top of the Kaibab formation through completion (or plugging or abandonment) within a Federal Unit, the obligation deadline will be amended to the later of (i) the current obligation deadline or (ii) 6 months from the date the rig that drilled such vertical well to total depth has been removed from the wellsite During the year ended February 29, 2020, the Company recorded a write down of $23,361,726. Rolling Rock Property In April 2017, the Company entered into and closed a purchase and sale agreement (the “Rolling Rock PSA”), subsequently amended, to acquire a 75% working interest in and to certain leases, hydrocarbons, wells, agreements, equipment, surface rights agreements and assignable permits at an 80% net revenue interest located in the Mancos formation in the Southern Uinta Basin, Utah (the “Rolling Rock Property”). In August 2017, May 2019, May 2020 and July 2020, the Company entered into an amendment to the Rolling Rock PSA (the “Rolling Rock Amendment”), which amended the terms of the Rolling Rock PSA. Under the Rolling Rock Amendment, the Company is required to pay the vendor cash consideration totaling $5,400,000 (the “Rolling Rock Cash Consideration”) based upon the following schedule: ● $100,000 as a non-refundable deposit within 10 business days of closing (paid); ● the balance of the Rolling Rock Cash Consideration by cash payment to the vendor of an amount equal to 12.5% of any funds received by the Company from any Financing upon the closing of each Financing until such amount is paid. In addition: (a) the first $1,500,000 raised by the Company will be exempt from a 12.5% payment to the vendor if such amount is received prior to the Company’s listing on a stock exchange; and (b) the full Rolling Rock Cash Consideration is required to be paid in full no later than November 1, 2020 regardless of the amount of funds paid in connection with one or more Financings; and ● after payment of the Rolling Rock Cash Consideration, an additional payment of $300,000 (the “Workover Funds”) to the vendor which is payable by an amount equal to 12.5% of any funds received by the Company from any Financing until the Workover Funds are paid in full. In addition to revising the Rolling Rock Cash Consideration as set out above, the Company has agreed to: (a) cause the Company to issue 250,000 common shares of the Company to the vendor on or prior to September 1, 2017 (issued at a value of $625,000); and (b) pay the vendor an additional $25,000 every sixty days commencing September 1, 2017 ($300,000 incurred) until such time as the Rolling Rock Cash Consideration and the Workover Funds are paid in full. Furthermore, as part of the May 2019 amendment, the Company is required to issue 300,000 shares of the Company to the vendor. The Company has received an extension on the bi-monthly $25,000 payment to November 1, 2020 and the Company is currently in negotiations to amend the terms of the acquisition. Within 10 business days after the later of the Company paying the Rolling Rock Cash Consideration in full or the Company meeting in full its carry obligation, the vendor agrees to convey to the Company an undivided 75% of the vendor’s right, title and interest in and to the Leases, or a 80% net revenue interest in the Leases. Notwithstanding this transfer, within 10 business days after the later of payment of $300,000 on or before November 1, 2020 (which amount is in addition to the deposit and included in the Rolling Rock Cash Consideration set out above) and the replacement of the vendor’s bonds (completed), the vendor agrees to convey to the Company an undivided 25% of the vendor’s right, title and interest in and to the Cisco Dome leases and related assets. However, if the Company fails to timely meet any of its obligations under the Rolling Rock PSA, after having taken assignment of the Cisco Dome leases and assets, then, if the vendor elects in its sole discretion, the Company is required to reassign the Cisco Dome leases and assets to the vendor without any additional encumbrances. Carry Obligation As per the terms of the Rolling Rock PSA, and in addition to the Rolling Rock Cash Consideration, the Company is required to pay all costs and expenses incurred on the Leases with respect to any and all exploration, development and production during the carry period. The “Carry Period” continues until the later of either (i) the date that the Company pays the full Rolling Rock Cash Consideration set out above or (ii) the date that the Company pays all costs and expenses for the drilling, logging, testing and completion of three new wells in each of the three Federal Units, each well with a horizontal leg extending at least 1,000 feet in the target zone within the Mancos formation (the “Three Obligation Wells”). The Company is required to drill to completion or cause to be drilled to completion (or plugging and abandonment) the Three Obligation Wells on or before November 1, 2020, failing which, the Company’s right to earn any assignment in and to the Leases will terminate immediately. For each vertical well drilled to the top of the Dakota formation through completion (or plugging or abandonment) within a Federal Unit, the obligation deadline will be amended to the later of (i) the current obligation deadline or (ii) 6 months from the date the rig that drilled such vertical well to total depth has been removed from the wellsite. The obligation well in the Grand Mancos Unit will be a vertical well drilled to a depth sufficient to test the Granite Walsh formation within such Federal Unit. For this well, completion (or plugging and abandonment) is expected to take place no later than 2 months after the rig that drilled to total depth has been removed from the wellsite and for a period of 6 months after completion of this obligation well (or plugging and abandonment), and the Company will have the exclusive option to purchase an additional 25% of the vendor’s right, title and interest in and to the leases with respect to the Granite Walsh formation within the boundary of the Grand Mancos Unit for an additional payment of $10,000,000. During the year ended February 29, 2020, the Company recorded a write down of $40,763,994. |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 3 Months Ended |
May 31, 2020 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | 6. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES May 31, 2020 February 29, 2020 $ $ Accounts payable 1,692,926 1,563,102 Accrued liabilities 144,607 121,799 1,837,533 1,684,901 During the year ended February 29, 2020, the Company entered into a settlement and release agreement to settle certain balances owing to a vendor of the Company. As a result, the Company recorded a gain on settlement of debt of $27,227. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
May 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 7. RELATED PARTY TRANSACTIONS Due to/from related parties consist of the following: May 31, 2020 February 29, 2020 $ $ Due from a company controlled by a director 21,419 48,392 Due to directors and officers of the Company 159,305 113,094 As at May 31, 2020, the Company has an accrued interest balance of $57,261 (February 29, 2020 - $57,261) in note obligations owing to a company with a common director. Amounts due to/from related parties are unsecured with no specific terms of repayment. |
Notes Payable
Notes Payable | 3 Months Ended |
May 31, 2020 | |
Debt Disclosure [Abstract] | |
Notes Payable | 8. NOTES PAYABLE As at May 31, 2020, the Company had $1,996,651 (February 29, 2020 - $1,466,289) in short term notes obligations due to various third parties. A note payable of $19,942 is unsecured, non-interest bearing and payable upon demand. The remaining balance of the notes payable are unsecured, bearing interest of 10% per annum and due from August 2020 to May 2021. |
Long Term Notes Payable
Long Term Notes Payable | 3 Months Ended |
May 31, 2020 | |
Debt Disclosure [Abstract] | |
Long Term Notes Payable | 9. LONG TERM NOTES PAYABLE As at May 31, 2020, the Company had $112,683 (February 29, 2020 - $532,319) in long term notes obligations due to various third parties. The notes payable are unsecured, bearing interest of 10% per annum and due from July to October 2021. |
Asset Retirement Obligation
Asset Retirement Obligation | 3 Months Ended |
May 31, 2020 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Asset Retirement Obligation | 10. ASSET RETIREMENT OBLIGATION The Company’s asset retirement obligation relates to the Compeer Property. The asset retirement obligation was estimated based on the Company’s understanding of its requirements to reclaim currently disturbed areas. Significant reclamation and closure activities include land rehabilitation, water, removal of building and well facilities and tailings reclamation. The undiscounted estimate of this liability was $36,265 (February 29, 2020 - $37,235) reflecting payments commencing in 2024. This estimate was adjusted for an inflation rate of 2.00% and then discounted at a rate of 10.00% for a net present value of $32,255 (February 29, 2020 - $32,310) as at May 31, 2020. $ Balance, February 28, 2019 29,272 Foreign exchange adjustment 63 Accretion expense 2,975 Balance, February 29, 2020 32,310 Foreign exchange adjustment (831 ) Accretion expense 776 Balance, May 31, 2020 32,255 |
Share Capital
Share Capital | 3 Months Ended |
May 31, 2020 | |
Equity [Abstract] | |
Share Capital | 11. SHARE CAPITAL The Company issued common shares as follows: In March 2019, the Company issued 500,000 shares in relation to the exercise of 500,000 warrants for total proceeds of $200,000. The Company paid a total of $14,000 in finder’s fees in connection with the equity financing. Escrow Shares As at May 31, 2020, the Company has 18,103,500 shares in escrow Warrants As at May 31, 2020 and February 29, 2020, there were no warrants outstanding. Stock Options The Company’s Stock Option Plan allows a maximum 9,777,115 shares to be reserved for issuance under the plan. Options granted under the plan may not have a term exceeding 10 years and vesting provisions are at the discretion of the Board of Directors. Below is a summary of the share option transactions: Number of Outstanding and Exercisable Options Weighted Average Exercise Price per Options $ Outstanding at February 28, 2019, February 29, 2020, and May 31, 2020 2,000,000 0.10 A summary of the stock options outstanding and exercisable at May 31, 2020 is as follows: Exercise Price Number Outstanding and Exercisable Expiry Date Aggregate Intrinsic Value $ $ 0.10 2,000,000 November 3, 2020 780,000 As at May 31, 2020, the remaining contractual life of the stock options outstanding was 0.43 years. The aggregate intrinsic value in the preceding table represents the total intrinsic value, based on the Company’s closing OTC stock price of $0.49 per share as of May 31, 2020. |
Financial Instruments and Fair
Financial Instruments and Fair Value Measurement | 3 Months Ended |
May 31, 2020 | |
Investments, All Other Investments [Abstract] | |
Financial Instruments and Fair Value Measurement | 12. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENT The estimated fair values for financial instruments are determined based on relevant market information. These estimates involve uncertainties and cannot be determined with precision. The estimated fair value of cash, receivables, deposit, due from related parties, accounts payable and accrued liabilities, due to related parties, related party loan payable and notes payable approximate their carrying value due to the short-term nature of those instruments. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: Level 1 – Quoted prices in active markets for identical assets or liabilities; Level 2 – Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and Level 3 – Unobservable inputs that are supported by little or no market activity, therefor requiring an entity to develop its own assumptions about the assumption that market participants would use in pricing. |
Segmented Information
Segmented Information | 3 Months Ended |
May 31, 2020 | |
Segment Reporting [Abstract] | |
Segmented Information | 13. SEGMENTED INFORMATION The Company has one operating segment, being the acquisition and exploration of oil and gas properties. Geographic information is as follows: As at May 31, 2020 Canada US Total $ $ $ Deposit 42,514 - 42,514 Equipment 46,635 - 46,635 Oil and gas properties, full cost method 60,894,625 16,123,928 77,018,553 60,983,774 16,123,928 77,107,702 As at February 29, 2020 Canada US Total $ $ $ Deposit 43,517 - 43,517 Property and equipment 47,526 - 47,526 Oil and gas properties, full cost method 60,861,030 16,074,245 76,935,275 60,952,073 16,074,245 77,026,318 |
Contingencies
Contingencies | 3 Months Ended |
May 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | 14. CONTINGENCIES In April 2019, a complaint was filed against the Company for intentional interference with contractual relationship, wrongful interference with prospective economic advantage, inducement of breach of contract and aiding and abetting breach of fiduciary duty by the Company through the wrongful actions of its director and chief executive officer and its director and chief operating officer. The Company’s counsel has applied to the Court seeking dismissal of the Action, which application is pending. Management believes the likelihood of an unfavorable judgment against the Company is low; as such, no amounts have been recorded as at May 31, 2020. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
May 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The unaudited consolidated condensed interim financial statements of the Company have been prepared in accordance with United States Generally Accepted Accounting Principles (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”). They do not include all information and footnotes required by GAAP for complete financial statements. However, except as disclosed herein, there have been no material changes in the information disclosed in the notes to the financial statements from the year ended February 29, 2020 included in the Company’s Annual Report on Form 10-K filed with the SEC. The unaudited consolidated condensed interim financial statements should be read in conjunction with those financial statements included in the 10-K report. In the opinion of management, all adjustments considered necessary for fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three months ended May 31, 2020 are not necessarily indicative of the results that may be expected for the year ending February 28, 2021. |
Basis of Consolidation | Basis of Consolidation These consolidated condensed interim financial statements include the accounts of the Company and its wholly owned subsidiaries, Colony Energy, LLC, (“Colony”) Black Dragon Energy, LLC, (“Black Dragon”) Rolling Rock Resources, LLC (“Rolling Rock”) and City of Gold, LLC (“City of Gold”). All significant intercompany accounts and transactions between the Company and its subsidiaries have been eliminated upon consolidation. |
Basic and Diluted Loss Per Share | Basic and Diluted Loss per Share Basic earnings or loss per share (“EPS”) is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted EPS is computed by dividing net income (loss) by the weighted-average of all potentially dilutive shares of the common stock that were outstanding during the years presented. There were 2,000,000 (February 29, 2020 - 2,000,000) potentially dilutive securities excluded from the calculation of diluted loss per share as their effect would be anti-dilutive. The treasury stock method is used in calculating diluted EPS for potentially dilutive stock options and share purchase warrants, which assumes that any proceeds received from the exercise of in-the-money stock options and share purchase warrants, would be used to purchase common shares at the average market price for the period. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current facts, historical experience and various other factors it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. The most significant estimates with regard to these financial statements relate to carrying values of oil and gas properties, rights to acquisition, the assumptions used to record asset retirement obligations, the assumptions used to determine the fair value of derivative financial assets and liabilities, and valuation of share-based payments. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recent accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”) (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the SEC did not, or are not believed by management to, have a material impact on the Company’s present or future financial position, results of operations or cash flows. |
Equipment (Tables)
Equipment (Tables) | 3 Months Ended |
May 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Summary of Oil and Gas Equipment | Oil and gas equipment $ Cost: At February 28, 2019, February 29, 2020, and May 31, 2020 71,284 Depreciation: At February 28, 2019 20,194 Charge for the year 3,564 At February 29, 2020 23,758 Charge for the period 891 At May 31, 2020 24,649 Net book value: At February 29, 2020 47,526 At May 31, 2020 46,635 |
Oil and Gas Properties, Full _2
Oil and Gas Properties, Full Cost Method (Tables) | 3 Months Ended |
May 31, 2020 | |
Oil and Gas Exploration and Production Industries Disclosures [Abstract] | |
Schedule of Oil and Gas In Process Activities | Canada US Compeer Godin Black Dragon Rolling Rock Total $ $ $ $ $ Balance, February 28, 2019 720,060 60,373,011 39,260,344 40,528,157 140,881,572 Acquisition - - 50,000 50,000 100,000 Exploration 13,272 104,791 125,626 185,838 429,527 Write down (350,104 ) - (23,361,726 ) (40,763,994 ) (64,475,824 ) Balance, February 29, 2020 383,228 60,477,802 16,074,244 1 76,935,275 Exploration 10,148 23,447 26,177 23,506 83,278 Balance, May 31, 2020 393,376 60,501,249 16,100,421 23,507 77,018,553 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 3 Months Ended |
May 31, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | May 31, 2020 February 29, 2020 $ $ Accounts payable 1,692,926 1,563,102 Accrued liabilities 144,607 121,799 1,837,533 1,684,901 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
May 31, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of Due to/from Related Parties | Due to/from related parties consist of the following: May 31, 2020 February 29, 2020 $ $ Due from a company controlled by a director 21,419 48,392 Due to directors and officers of the Company 159,305 113,094 |
Asset Retirement Obligation (Ta
Asset Retirement Obligation (Tables) | 3 Months Ended |
May 31, 2020 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Summary of Asset Retirement Obligation | $ Balance, February 28, 2019 29,272 Foreign exchange adjustment 63 Accretion expense 2,975 Balance, February 29, 2020 32,310 Foreign exchange adjustment (831 ) Accretion expense 776 Balance, May 31, 2020 32,255 |
Share Capital (Tables)
Share Capital (Tables) | 3 Months Ended |
May 31, 2020 | |
Equity [Abstract] | |
Summary of Stock Options Transactions | Below is a summary of the share option transactions: Number of Outstanding and Exercisable Options Weighted Average Exercise Price per Options $ Outstanding at February 28, 2019, February 29, 2020, and May 31, 2020 2,000,000 0.10 |
Summary of the Stock Options Outstanding and Exercisable | A summary of the stock options outstanding and exercisable at May 31, 2020 is as follows: Exercise Price Number Outstanding and Exercisable Expiry Date Aggregate Intrinsic Value $ $ 0.10 2,000,000 November 3, 2020 780,000 |
Segmented Information (Tables)
Segmented Information (Tables) | 3 Months Ended |
May 31, 2020 | |
Segment Reporting [Abstract] | |
Summary of Segment Information of Oil and Gas Properties | The Company has one operating segment, being the acquisition and exploration of oil and gas properties. Geographic information is as follows: As at May 31, 2020 Canada US Total $ $ $ Deposit 42,514 - 42,514 Equipment 46,635 - 46,635 Oil and gas properties, full cost method 60,894,625 16,123,928 77,018,553 60,983,774 16,123,928 77,107,702 As at February 29, 2020 Canada US Total $ $ $ Deposit 43,517 - 43,517 Property and equipment 47,526 - 47,526 Oil and gas properties, full cost method 60,861,030 16,074,245 76,935,275 60,952,073 16,074,245 77,026,318 |
Nature and Continuance of Ope_2
Nature and Continuance of Operations (Details Narrative) - USD ($) | May 31, 2020 | Feb. 29, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ (107,287,311) | $ (107,033,456) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - shares | 3 Months Ended | 12 Months Ended |
May 31, 2020 | Feb. 29, 2020 | |
Accounting Policies [Abstract] | ||
Dilutive securities excluded from the calculation of diluted loss per share | 2,000,000 | 2,000,000 |
Investment and Rights in Asia_2
Investment and Rights in Asia Pacific Mining Ltd. (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended |
Apr. 30, 2017 | May 31, 2020 | Feb. 29, 2020 | |
Share subscription, value | $ 3,600,000 | $ 3,600,000 | |
Asia Pacific Mining Ltd [Member] | |||
Number of stock option granted shares | 2,930,261 | ||
Purchase price of stock option granted | $ 1,500,000 | ||
Right options, value | $ 1 | ||
Agreement [Member] | Asia Pacific Mining Ltd [Member] | |||
Share subscription, units | 2,930,259 | ||
Share subscription, value | $ 1,500,000 | ||
Issued and outstanding, percentage | 7.50% | ||
Share subscription, description | Each unit consisted of one common share and one share purchase warrant which will entitle the holder of each warrant to acquire an additional share of Asia Pacific at an exercise price of $0.5119 per share during the term equal to the greater of two years from the closing of additional financing of Asia Pacific according to the terms of the Agreement or 18 months from the receipts of all necessary permits to carry out the exploration program. | ||
Warrant exercise price | $ 0.5119 | ||
Loss on write off of investment | $ 1,500,000 | ||
Agreement [Member] | Acquisition Co [Member] | |||
Right options issuance, description | Once it has exercised the Option, the Company may, at its discretion, require Asia Pacific to transfer the Project Subsidiary to another Canadian publicly listed company to be selected by the Company ("Acquisition Co.") (if the Project Subsidiary is not transferred to another Canadian publicly listed company, Acquisition Co. means the Company) for an exercise price consisting of $7,000,000 in cash and thirty percent of the issued and outstanding share capital of Acquisition Co. (calculated on a fully diluted basis, excluding up to 10% in stock options, but including shares Acquisition Co. may have issued in order to raise the exercise price of $7,000,000 and an additional $5,000,000 in working capital). Half of the cash portion of the exercise price must be paid upon exercise of the Option; the balance is to be paid on the first anniversary of the exercise and is to be evidenced by a one-year secured term note. Although the Company has the right to select Acquisition Co., it must select a Canadian publicly listed company that meets certain criteria - at exercise of the Option, Acquisition Co. must have less than $100,000 in liabilities and $5,000,000 or more in working capital and Asia Pacific will have the right to nominate 30% of its directors. | ||
Option Agreement [Member] | Asia Pacific Mining Ltd [Member] | |||
Equity, right ownership percentage | 100.00% |
Equipment - Summary of Oil and
Equipment - Summary of Oil and Gas Equipment (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
May 31, 2020 | May 31, 2019 | Feb. 29, 2020 | Feb. 28, 2019 | |
Property, Plant and Equipment [Abstract] | ||||
Property, Plant and Equipment, Cost | $ 71,284 | $ 71,284 | $ 71,284 | |
Depreciation | 24,649 | 23,758 | $ 20,194 | |
Depreciation, Charge for the period | 891 | $ 891 | 3,564 | |
Net book value | $ 46,635 | $ 47,526 |
Oil and Gas Properties, Full _3
Oil and Gas Properties, Full Cost Method (Details Narrative) - USD ($) | Sep. 01, 2017 | Sep. 01, 2017 | Jul. 31, 2020 | May 31, 2020 | May 31, 2019 | Mar. 31, 2019 | Aug. 31, 2017 | Apr. 30, 2017 | May 31, 2020 | May 31, 2019 | Feb. 29, 2020 | Nov. 30, 2017 | May 31, 2017 |
Oil and gas properties write down | $ 64,475,824 | ||||||||||||
Number of common shares issued, share | 500,000 | ||||||||||||
Payment for acquisition of business | $ 74,951 | ||||||||||||
Second Anniversary [Member] | |||||||||||||
Number of common shares issued, share | 1,000,000 | ||||||||||||
Godin Property [Member] | |||||||||||||
Percentage of agreed ownership | 100.00% | ||||||||||||
Aggregate value of payment to milestones | $ 150,000 | ||||||||||||
Number of common shares issued, share | 2,000,000 | ||||||||||||
Number of common shares issued | $ 3,600,000 | ||||||||||||
Deferred tax liability | $ 16,215,677 | 16,215,677 | |||||||||||
Godin Property [Member] | Vendor [Member] | |||||||||||||
Number of common shares entitled to receive based on failure of milestone payments | 250,000 | ||||||||||||
Black Dragon [Member] | February 1 2020 [Member] | |||||||||||||
Proceeds from oil and gas per bi monthly | 25,000 | ||||||||||||
Rolling Rock Property [Member] | February 1 2020 [Member] | |||||||||||||
Proceeds from oil and gas per bi monthly | 25,000 | 25,000 | |||||||||||
Alberta Energy Regulator [Member] | |||||||||||||
Oil and gas properties | 42,514 | $ 42,514 | 43,517 | ||||||||||
Oil and gas properties write down | 350,104 | ||||||||||||
Black Dragon Energy, LLC [Member] | Black Dragon [Member] | |||||||||||||
Acquisition of working interest, percentage | 75.00% | ||||||||||||
Royalty on revenues, percentage | 80.00% | ||||||||||||
Black Dragon Energy, LLC [Member] | Black Dragon [Member] | 10 Business Days [Member] | |||||||||||||
Non-refundable deposit | $ 100,000 | $ 100,000 | $ 100,000 | ||||||||||
Black Dragon Energy, LLC [Member] | Black Dragon [Member] | Vendor [Member] | |||||||||||||
Cash consideration | $ 25,000 | $ 3,900,000 | $ 3,900,000 | $ 3,900,000 | |||||||||
Cash consideration, description | The balance of the Black Dragon Cash Consideration by payment to the vendor of an amount equal to 12.5% of any funds received by the Company from any equity, debt or convertible financing thereof (each, a "Financing") upon the closing of each Financing until such amount is paid. In addition: (a) the first $1,500,000 raised by the Company will be exempt from a 12.5% payment to the vendor if such amount is received prior to the Company's listing on a stock exchange; and (b) the full Black Dragon Cash Consideration is required to be paid in full no later than November 1, 2020 regardless of the amount of funds paid in connection with one or more Financings. | The balance of the Black Dragon Cash Consideration by payment to the vendor of an amount equal to 12.5% of any funds received by the Company from any equity, debt or convertible financing thereof (each, a "Financing") upon the closing of each Financing until such amount is paid. In addition: (a) the first $1,500,000 raised by the Company will be exempt from a 12.5% payment to the vendor if such amount is received prior to the Company's listing on a stock exchange; and (b) the full Black Dragon Cash Consideration is required to be paid in full no later than November 1, 2020 regardless of the amount of funds paid in connection with one or more Financings. | The balance of the Black Dragon Cash Consideration by payment to the vendor of an amount equal to 12.5% of any funds received by the Company from any equity, debt or convertible financing thereof (each, a "Financing") upon the closing of each Financing until such amount is paid. In addition: (a) the first $1,500,000 raised by the Company will be exempt from a 12.5% payment to the vendor if such amount is received prior to the Company's listing on a stock exchange; and (b) the full Black Dragon Cash Consideration is required to be paid in full no later than November 1, 2020 regardless of the amount of funds paid in connection with one or more Financings. | ||||||||||
Cash consideration revised, description | In addition to revising the Black Dragon Cash Consideration as set out above, the Company has agreed to: (a) issue 250,000 common shares of the Company to the vendor on or prior to September 1, 2017 (issued at a value of $625,000); and (b) pay the vendor an additional $25,000 every sixty days commencing September 1, 2017 ($325,000 incurred) until such time as the Black Dragon Cash Consideration is paid in full. Furthermore, as part of the May 2019 amendment, the Company is required to issue 300,000 shares of the Company to the vendor. | In addition to revising the Black Dragon Cash Consideration as set out above, the Company has agreed to: (a) issue 250,000 common shares of the Company to the vendor on or prior to September 1, 2017 (issued at a value of $625,000); and (b) pay the vendor an additional $25,000 every sixty days commencing September 1, 2017 ($325,000 incurred) until such time as the Black Dragon Cash Consideration is paid in full. Furthermore, as part of the May 2019 amendment, the Company is required to issue 300,000 shares of the Company to the vendor. | In addition to revising the Black Dragon Cash Consideration as set out above, the Company has agreed to: (a) issue 250,000 common shares of the Company to the vendor on or prior to September 1, 2017 (issued at a value of $625,000); and (b) pay the vendor an additional $25,000 every sixty days commencing September 1, 2017 ($325,000 incurred) until such time as the Black Dragon Cash Consideration is paid in full. Furthermore, as part of the May 2019 amendment, the Company is required to issue 300,000 shares of the Company to the vendor. | ||||||||||
Number of shares issued for acquisition of business | 250,000 | ||||||||||||
Number of shares issued for acquisition of business, value | $ 625,000 | $ 625,000 | |||||||||||
Payment for acquisition of business | 325,000 | ||||||||||||
Black Dragon Energy, LLC [Member] | Black Dragon [Member] | Vendor [Member] | 10 Business Days [Member] | |||||||||||||
Oil and gas properties write down | 23,361,726 | ||||||||||||
Acquisition of working interest, percentage | 75.00% | 75.00% | |||||||||||
Royalty on revenues, percentage | 80.00% | 80.00% | |||||||||||
Black Dragon Energy, LLC [Member] | Black Dragon [Member] | Vendor [Member] | May 2019 amendment [Member] | |||||||||||||
Number of shares issued for acquisition of business | 300,000 | ||||||||||||
Black Dragon Energy, LLC [Member] | Black Dragon [Member] | Vendor [Member] | Subsequent Event [Member] | |||||||||||||
Cash consideration | $ 3,900,000 | ||||||||||||
Cash consideration, description | The balance of the Black Dragon Cash Consideration by payment to the vendor of an amount equal to 12.5% of any funds received by the Company from any equity, debt or convertible financing thereof (each, a "Financing") upon the closing of each Financing until such amount is paid. In addition: (a) the first $1,500,000 raised by the Company will be exempt from a 12.5% payment to the vendor if such amount is received prior to the Company's listing on a stock exchange; and (b) the full Black Dragon Cash Consideration is required to be paid in full no later than November 1, 2020 regardless of the amount of funds paid in connection with one or more Financings. | ||||||||||||
Cash consideration revised, description | In addition to revising the Black Dragon Cash Consideration as set out above, the Company has agreed to: (a) issue 250,000 common shares of the Company to the vendor on or prior to September 1, 2017 (issued at a value of $625,000); and (b) pay the vendor an additional $25,000 every sixty days commencing September 1, 2017 ($325,000 incurred) until such time as the Black Dragon Cash Consideration is paid in full. Furthermore, as part of the May 2019 amendment, the Company is required to issue 300,000 shares of the Company to the vendor. | ||||||||||||
Rolling Rock Resources, LLC [Member] | Rolling Rock [Member] | |||||||||||||
Cash consideration | $ 25,000 | $ 5,400,000 | $ 5,400,000 | $ 5,400,000 | |||||||||
Cash consideration, description | The balance of the Black Dragon Cash Consideration by payment to the vendor of an amount equal to 12.5% of any funds received by the Company from any equity, debt or convertible financing thereof (each, a "Financing") upon the closing of each Financing until such amount is paid. In addition: (a) the first $1,500,000 raised by the Company will be exempt from a 12.5% payment to the vendor if such amount is received prior to the Company's listing on a stock exchange; and (b) the full Black Dragon Cash Consideration is required to be paid in full no later than November 1, 2020 regardless of the amount of funds paid in connection with one or more Financings. | The balance of the Black Dragon Cash Consideration by payment to the vendor of an amount equal to 12.5% of any funds received by the Company from any equity, debt or convertible financing thereof (each, a "Financing") upon the closing of each Financing until such amount is paid. In addition: (a) the first $1,500,000 raised by the Company will be exempt from a 12.5% payment to the vendor if such amount is received prior to the Company's listing on a stock exchange; and (b) the full Black Dragon Cash Consideration is required to be paid in full no later than November 1, 2020 regardless of the amount of funds paid in connection with one or more Financings. | The balance of the Black Dragon Cash Consideration by payment to the vendor of an amount equal to 12.5% of any funds received by the Company from any equity, debt or convertible financing thereof (each, a "Financing") upon the closing of each Financing until such amount is paid. In addition: (a) the first $1,500,000 raised by the Company will be exempt from a 12.5% payment to the vendor if such amount is received prior to the Company's listing on a stock exchange; and (b) the full Black Dragon Cash Consideration is required to be paid in full no later than November 1, 2020 regardless of the amount of funds paid in connection with one or more Financings. | ||||||||||
Cash consideration revised, description | In addition to revising the Black Dragon Cash Consideration as set out above, the Company has agreed to: (a) issue 250,000 common shares of the Company to the vendor on or prior to September 1, 2017 (issued at a value of $625,000); and (b) pay the vendor an additional $25,000 every sixty days commencing September 1, 2017 ($325,000 incurred) until such time as the Black Dragon Cash Consideration is paid in full. Furthermore, as part of the May 2019 amendment, the Company is required to issue 300,000 shares of the Company to the vendor. | In addition to revising the Black Dragon Cash Consideration as set out above, the Company has agreed to: (a) issue 250,000 common shares of the Company to the vendor on or prior to September 1, 2017 (issued at a value of $625,000); and (b) pay the vendor an additional $25,000 every sixty days commencing September 1, 2017 ($325,000 incurred) until such time as the Black Dragon Cash Consideration is paid in full. Furthermore, as part of the May 2019 amendment, the Company is required to issue 300,000 shares of the Company to the vendor. | In addition to revising the Black Dragon Cash Consideration as set out above, the Company has agreed to: (a) issue 250,000 common shares of the Company to the vendor on or prior to September 1, 2017 (issued at a value of $625,000); and (b) pay the vendor an additional $25,000 every sixty days commencing September 1, 2017 ($325,000 incurred) until such time as the Black Dragon Cash Consideration is paid in full. Furthermore, as part of the May 2019 amendment, the Company is required to issue 300,000 shares of the Company to the vendor. | ||||||||||
Number of shares issued for acquisition of business | 250,000 | ||||||||||||
Payment for acquisition of business | $ 325,000 | ||||||||||||
Percentage of interest and leases | 25.00% | 25.00% | |||||||||||
Rolling Rock Resources, LLC [Member] | Rolling Rock [Member] | Grand Mancos Unit [Member] | |||||||||||||
Oil and gas properties write down | $ 40,763,994 | ||||||||||||
Percentage of interest and leases | 25.00% | 25.00% | |||||||||||
Payment of lease interest | $ 10,000,000 | ||||||||||||
Rolling Rock Resources, LLC [Member] | Rolling Rock [Member] | Workover Funds [Member] | |||||||||||||
Acquisition of working interest, percentage | 12.50% | 12.50% | 12.50% | ||||||||||
Number of shares issued for acquisition of business, value | 625,000 | 625,000 | |||||||||||
Rolling Rock Resources, LLC [Member] | Rolling Rock [Member] | 10 Business Days [Member] | |||||||||||||
Non-refundable deposit | $ 100,000 | $ 100,000 | |||||||||||
Payment for acquisition of business | $ 300,000 | ||||||||||||
Rolling Rock Resources, LLC [Member] | Rolling Rock [Member] | Subsequent Event [Member] | |||||||||||||
Cash consideration | $ 5,400,000 | ||||||||||||
Cash consideration, description | The balance of the Black Dragon Cash Consideration by payment to the vendor of an amount equal to 12.5% of any funds received by the Company from any equity, debt or convertible financing thereof (each, a "Financing") upon the closing of each Financing until such amount is paid. In addition: (a) the first $1,500,000 raised by the Company will be exempt from a 12.5% payment to the vendor if such amount is received prior to the Company's listing on a stock exchange; and (b) the full Black Dragon Cash Consideration is required to be paid in full no later than November 1, 2020 regardless of the amount of funds paid in connection with one or more Financings. | ||||||||||||
Cash consideration revised, description | In addition to revising the Black Dragon Cash Consideration as set out above, the Company has agreed to: (a) issue 250,000 common shares of the Company to the vendor on or prior to September 1, 2017 (issued at a value of $625,000); and (b) pay the vendor an additional $25,000 every sixty days commencing September 1, 2017 ($325,000 incurred) until such time as the Black Dragon Cash Consideration is paid in full. Furthermore, as part of the May 2019 amendment, the Company is required to issue 300,000 shares of the Company to the vendor. | ||||||||||||
Rolling Rock Resources, LLC [Member] | Rolling Rock [Member] | Vendor [Member] | |||||||||||||
Cash consideration | $ 25,000 | ||||||||||||
Number of shares issued for acquisition of business | 250,000 | ||||||||||||
Number of shares issued for acquisition of business, value | $ 625,000 | $ 625,000 | |||||||||||
Payment for acquisition of business | 325,000 | ||||||||||||
Rolling Rock Resources, LLC [Member] | Rolling Rock [Member] | Vendor [Member] | Workover Funds [Member] | |||||||||||||
Cash consideration | $ 300,000 | $ 300,000 | $ 300,000 | ||||||||||
Rolling Rock Resources, LLC [Member] | Rolling Rock [Member] | Vendor [Member] | 10 Business Days [Member] | |||||||||||||
Acquisition of working interest, percentage | 75.00% | 75.00% | |||||||||||
Royalty on revenues, percentage | 80.00% | 80.00% | |||||||||||
Rolling Rock Resources, LLC [Member] | Rolling Rock [Member] | Vendor [Member] | May 2019 amendment [Member] | |||||||||||||
Number of shares issued for acquisition of business | 300,000 | ||||||||||||
Rolling Rock Resources, LLC [Member] | Rolling Rock Property [Member] | |||||||||||||
Acquisition of working interest, percentage | 75.00% | ||||||||||||
Royalty on revenues, percentage | 80.00% |
Oil and Gas Properties, Full _4
Oil and Gas Properties, Full Cost Method - Schedule of Oil and Gas In Process Activities (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
May 31, 2020 | Feb. 29, 2020 | |
Beginning Balance | $ 76,935,275 | $ 140,881,572 |
Acquisition | 100,000 | |
Exploration | 83,278 | 429,527 |
Write down | (64,475,824) | |
Ending Balance | 77,018,553 | 76,935,275 |
Compeer [Member] | Canada [Member] | ||
Beginning Balance | 383,228 | 720,060 |
Acquisition | ||
Exploration | 10,148 | 13,272 |
Write down | (350,104) | |
Ending Balance | 393,376 | 383,228 |
Godin [Member] | Canada [Member] | ||
Beginning Balance | 60,477,802 | 60,373,011 |
Acquisition | ||
Exploration | 23,447 | 104,791 |
Write down | ||
Ending Balance | 60,501,249 | 60,477,802 |
Black Dragon [Member] | United States [Member] | ||
Beginning Balance | 16,074,244 | 39,260,344 |
Acquisition | 50,000 | |
Exploration | 26,177 | 125,626 |
Write down | (23,361,726) | |
Ending Balance | 16,100,421 | 16,074,244 |
Rolling Rock [Member] | United States [Member] | ||
Beginning Balance | 1 | 40,528,157 |
Acquisition | 50,000 | |
Exploration | 23,506 | 185,838 |
Write down | (40,763,994) | |
Ending Balance | $ 23,507 | $ 1 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
May 31, 2020 | May 31, 2019 | Feb. 29, 2020 | |
Payables and Accruals [Abstract] | |||
Gain on settlement of debt | $ 27,227 | $ 27,227 |
Accounts Payable and Accrued _4
Accounts Payable and Accrued Liabilities - Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) | May 31, 2020 | Feb. 29, 2020 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 1,692,926 | $ 1,563,102 |
Accrued liabilities | 144,607 | 121,799 |
Accounts payable and accrued liabilities | $ 1,837,533 | $ 1,684,901 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Mar. 31, 2020 | Feb. 29, 2020 |
Common Director [Member] | ||
Accrued interest | $ 57,261 | $ 57,261 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Due to/from Related Parties (Details) - Officer and Director [Member] - USD ($) | Mar. 31, 2020 | Feb. 29, 2020 |
Due from a company controlled by a director | $ 21,419 | $ 48,392 |
Due to directors and officers of the Company | $ 159,305 | $ 113,094 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 3 Months Ended | |
May 31, 2020 | Feb. 29, 2020 | |
Short term notes payable | $ 1,996,651 | $ 1,466,289 |
Short Term Notes [Member] | ||
Short term notes payable | 1,996,651 | $ 1,466,289 |
Unsecured notes payable | $ 19,942 | |
Remaining notes payable interest rate | 10.00% | |
Maturity date description | Due from August 2020 to May 2021. |
Long Term Notes Payable (Detail
Long Term Notes Payable (Details Narrative) - USD ($) | 3 Months Ended | ||
May 31, 2020 | Mar. 31, 2020 | Feb. 29, 2020 | |
Long term notes payable | $ 112,683 | $ 532,319 | |
Long Term Notes [Member] | |||
Long term notes payable | $ 112,683 | $ 532,319 | |
Notes payable bearing interest | 10.00% | ||
Maturity date, description | Due from July to October 2021. |
Asset Retirement Obligation (De
Asset Retirement Obligation (Details Narrative) - USD ($) | May 31, 2020 | Feb. 29, 2020 | Feb. 28, 2019 |
Asset Retirement Obligation Disclosure [Abstract] | |||
Undiscounted estimated of liability | $ 36,265 | $ 37,235 | |
Adjusted inflation rate | 2.00% | ||
Discounted rate | 10.00% | ||
Asset retirement obligations | $ 32,255 | $ 32,310 | $ 29,272 |
Asset Retirement Obligation - S
Asset Retirement Obligation - Summary of Asset Retirement Obligation (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
May 31, 2020 | May 31, 2019 | Feb. 29, 2020 | |
Asset Retirement Obligation Disclosure [Abstract] | |||
Balance, beginning | $ 32,310 | $ 29,272 | $ 29,272 |
Foreign exchange adjustment | (831) | 63 | |
Accretion expense | 776 | $ 736 | 2,975 |
Balance, ending | $ 32,255 | $ 32,310 |
Share Capital (Details Narrativ
Share Capital (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Mar. 31, 2019 | May 31, 2020 | May 31, 2019 | Feb. 29, 2020 | |
Number of shares issued during the period, shares | 500,000 | |||
Number of warrants exercised | 500,000 | |||
Proceeds from warrants exercised | $ 200,000 | $ 186,000 | ||
Payment of finder's fee | $ 14,000 | |||
Number of shares in escrow | 18,103,500 | |||
Stock Option Plan [Member] | ||||
Remaining contractual life | 5 months 5 days | |||
Closing stock price per share | $ 0.49 | |||
Stock Option Plan [Member] | Maximum [Member] | ||||
Shares reserved for future issuance | 9,777,115 | |||
Vesting period | 10 years | |||
Warrant [Member] | ||||
Warrants outstanding |
Share Capital - Summary of Stoc
Share Capital - Summary of Stock Options Transactions (Details) - Stock Option Plan [Member] - $ / shares | May 31, 2020 | Feb. 29, 2020 | Feb. 28, 2019 |
Number of Outstanding and Exercisable Options, Outstanding balance | 2,000,000 | 2,000,000 | 2,000,000 |
Weighted Average Exercise Price per Options, Outstanding balance | $ 0.10 | $ 0.10 | $ 0.10 |
Share Capital - Summary of the
Share Capital - Summary of the Stock Options Outstanding and Exercisable (Details) | 3 Months Ended |
May 31, 2020USD ($)$ / sharesshares | |
Equity [Abstract] | |
Exercise Price | $ / shares | $ 0.10 |
Number of Options Outstanding and Exercisable | shares | 2,000,000 |
Expiry Date | Nov. 3, 2020 |
Aggregate Intrinsic Value | $ | $ 780,000 |
Segmented Information (Details
Segmented Information (Details Narrative) | 3 Months Ended |
May 31, 2020Segment | |
Segment Reporting [Abstract] | |
Number of operating segment | 1 |
Segmented Information - Summary
Segmented Information - Summary of Segment Information of Oil and Gas Properties (Details) - USD ($) | May 31, 2020 | Feb. 29, 2020 |
Deposit | $ 42,514 | $ 43,517 |
Property and equipment | 46,635 | 47,526 |
Oil and gas properties, full cost method | 77,018,553 | 76,935,275 |
Total assets | 77,107,702 | 77,026,318 |
Canada [Member] | ||
Deposit | 42,514 | 43,517 |
Property and equipment | 46,635 | 47,526 |
Oil and gas properties, full cost method | 60,894,625 | 60,861,030 |
Total assets | 60,983,774 | 60,952,073 |
United States [Member] | ||
Deposit | ||
Property and equipment | ||
Oil and gas properties, full cost method | 16,123,928 | 16,074,245 |
Total assets | $ 16,123,928 | $ 16,074,245 |