Ex99.9
CONDENSED INTERIM FINANCIAL STATEMENTS
For the three months ended March 31, 2020 and 2019
(expressed in Canadian dollars)
ROUTEMASTER CAPITAL INC.
NOTICE OF NO AUDITOR REVIEW OF
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
Under National Instrument 51-102, Part 4, subsection 4.3(3) (a), if an auditor has not performed a review of the condensed interim financial statements, they must be accompanied by a notice indicating that the interim financial statements have not been reviewed by an auditor.
The accompanying unaudited condensed interim financial statements of the Company have been prepared by and are the responsibility of the Company’s management.
The Company’s independent auditor has not performed a review of these condensed interim financial statements in accordance with standards established by the Chartered Professional Accountants of Canada (CPA Canada) for a review of interim financial statements by an entity’s auditor.
Routemaster Capital Inc.
Table of Contents
Routemaster Capital Inc.
Condensed Interim Statements of Financial Position
(Expressed in Canadian dollars - unaudited)
| | | | | | March 31, | | | December 31, | |
| | | Note | | | 2020
$ | | | 2019
$ | |
| Assets | | | | | | | | | | | |
| Cash | | 7 | | | | 693 | | | | 4,762 | |
| Public investments, at fair value through profit and loss | | 3,7 | | | | 426,178 | | | | 623,275 | |
| Prepaid expenses and deposits | | 4,7 | | | | 5,726 | | | | 8,422 | |
| Total assets | | | | | | 432,597 | | | | 636,459 | |
| | | | | | | | | | | | |
| Liabilities | | | | | | | | | | | |
| Accounts payable and accrued liabilities | | 5,7,9 | | | | 1,929,114 | | | | 1,802,024 | |
| Total liabilities | | | | | | 1,929,114 | | | | 1,802,024 | |
| | | | | | | | | | | | |
| (Deficiency) Equity | | | | | | | | | | | |
| Common shares | | | | | | 18,820,850 | | | | 18,820,850 | |
| Preferred shares | | | | | | 4,321,350 | | | | 4,321,350 | |
| Share-based payments reserves | | | | | | 359,408 | | | | 359,408 | |
| (Deficit) | | | | | | (24,998,125 | ) | | | (24,667,173 | ) |
| Total (deficiency) | | | | | | (1,496,517 | ) | | | (1,165,565 | ) |
| Total liabilities and equity | | | | | | 432,597 | | | | 636,459 | |
| Nature of operations and going concern | | 1 | | | | | | | | | |
| Commitments and contingencies | | 10 | �� | | | | | | | | |
| Approved on behalf of the Directors: | | |
| "Tito Gandhi" | | "Fred Leigh" |
| Director | | Director |
See accompanying notes to these condensed interim financial statements
Routemaster Capital Inc.
Condensed Interim Statements of Operations and Comprehensive (Loss)
(Expressed in Canadian dollars - unaudited)
| | | Three months ended March 31, | |
| | | Note | | 2020
$ | | | 2019
$ | |
| Revenues | | | | | | | | |
| Realized (loss) on investments, net | | | | | (202,103 | ) | | | (278,638 | ) |
| Unrealized gain (loss) on investments, net | | | | | 6,495 | | | | (21,515 | ) |
| Interest income | | | | | - | | | | 2,037 | |
| Total revenue | | | | | (195,608 | ) | | | (298,116 | ) |
| | | | | | | | | | | |
| Expenses | | | | | | | | | | |
| Operating, general and administration | | 6 | | | 126,608 | | | | 203,310 | |
| Transaction costs | | | | | 1,451 | | | | 1,891 | |
| Foreign exchange loss (gain) | | | | | 7,285 | | | | (1,656 | ) |
| Total expenses | | | | | 135,344 | | | | 203,545 | |
| | | | | | | | | | | |
| Net (loss) and comprehensive (loss) for the period | | | | | (330,952 | ) | | | (501,661 | ) |
| | | | | | | | | | | |
| (Loss) per share | | | | | | | | | | |
| Basic and diluted | | | | | (0.01 | ) | | | (0.01 | ) |
| | | | | | | | | | | |
| Weighted average number of shares outstanding: | | | | | | | | | | |
| Basic and diluted | | | | | 41,513,631 | | | | 41,513,631 | |
See accompanying notes to these condensed interim financial statements
Routemaster Capital Inc.
Condensed Interim Statements of Cash Flows
(Expressed in Canadian dollars - unaudited)
| | | | | Three months ended
March 31, | |
| | | Note | | 2020
$ | | | 2019
$ | |
| Cash (used in) provided by operations: | | | | | | | | | | |
| Net loss for the year | | | | | (330,952 | ) | | | (501,661 | ) |
| Adjustments to reconcile net income to cash (used in) operating activities: | | | | | | | | | | |
| Realized loss on investments, net | | | | | 202,103 | | | | 278,638 | |
| Unrealized (gain) loss on investments, net | | | | | (6,495 | ) | | | 21,515 | |
| Unrealized loss (gain) on foreign exchange | | | | | 7,284 | | | | (1,662 | ) |
| | | | | | (128,060 | ) | | | (203,170 | ) |
| Adjustment for: | | | | | | | | | | |
| Purchase of investments | | | | | (65,000 | ) | | | - | |
| Disposal of investments | | | | | 66,490 | | | | 278,125 | |
| Change in receivables | | | | | - | | | | (736 | ) |
| Change in prepaid expenses and deposits | | | | | 2,696 | | | | 4,050 | |
| Change in accounts payable and accrued liabilities | | | | | 119,793 | | | | 10,874 | |
| Net cash (used in) provided from operating activities | | | | | (4,081 | ) | | | 89,143 | |
| | | | | | | | | | | |
| Effect of exchange rate changes on cash | | | | | 12 | | | | (358 | ) |
| | | | | | | | | | | |
| Change in cash | | | | | (4,069 | ) | | | 88,785 | |
| Cash, beginning of period | | | | | 4,762 | | | | 11,103 | |
| Cash, end of period | | | | | 693 | | | | 99,888 | |
See accompanying notes to these condensed interim financial statements
Routemaster Capital Inc.
Condensed Interim Statements of Changes in (Deficiency) Equity
(Expressed in Canadian dollars - unaudited)
| | | Number of Common | | | Common | | | Number of Preferred | | | Preferred | | | Share-based payments | | | Share-based Payments | | | Retained Earnings | | | | |
| | | Shares | | | Shares | | | Shares | | | Shares | | | Options | | | Warrants | | | Reserve | | | (Deficit) | | | Total | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance, December 31, 2019 | | | 41,513,631 | | | $ | 18,820,850 | | | | 4,500,000 | | | $ | 4,321,350 | | | $ | 198,969 | | | $ | 160,439 | | | $ | 359,408 | | | $ | (24,667,173 | ) | | $ | (1,165,565 | ) |
| Net (loss) for the period | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | (330,952 | ) | | | (330,952 | ) |
| Balance, March 31, 2020 | | | 41,513,631 | | | $ | 18,820,850 | | | | 4,500,000 | | | $ | 4,321,350 | | | $ | 198,969 | | | $ | 160,439 | | | $ | 359,408 | | | $ | (24,998,125 | ) | | $ | (1,496,517 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance, December 31, 2018 | | | 41,513,631 | | | $ | 18,820,850 | | | | 4,500,000 | | | $ | 4,321,350 | | | $ | 233,641 | | | $ | 240,539 | | | $ | 474,180 | | | $ | (23,274,607 | ) | | $ | 341,773 | |
| Expiration of options | | | - | | | | - | | | | - | | | | - | | | | (34,672 | ) | | | - | | | | (34,672 | ) | | | 34,672 | | | | - | |
| Net (loss) for the period | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | (501,661 | ) | | | (501,661 | ) |
| Balance, March 31, 2019 | | | 41,513,631 | | | $ | 18,820,850 | | | $ | 4,500,000 | | | $ | 4,321,350 | | | $ | 198,969 | | | $ | 240,539 | | | $ | 439,508 | | | $ | (23,741,596 | ) | | $ | (159,888 | ) |
See accompanying notes to these condensed interim financial statements
Routemaster Capital Inc.
Notes to the Condensed Interim financial statements
Three months ended March 31, 2020 and 2019
(Expressed in Canadian dollars unless otherwise noted - unaudited)
| 1. | Nature of operations and going concern |
Routemaster Capital Inc. (the “Company” or “Routemaster”), is a publicly listed company incorporated in the Province of British Columbia and continued under the laws of the Province of Ontario. The Company’s shares are listed on the TSX Venture Exchange (“TSXV”). The Company sold its sole subsidiary on December 29, 2015 and completed a change of business (“COB”) to a tier 2 investment issuer under the rules of the TSXV on September 16, 2016. The Company’s head office is located at 65 Queen Street West, 8th Floor, Toronto, Ontario, Canada, M5H 2M5.
These condensed interim financial statements were prepared on a going concern basis of presentation, which contemplates the realization of assets and settlement of liabilities as they become due in the normal course of operations for the next fiscal year. For the three months ended March 31,2020, the Company incurred a net loss of $330,952 and as at March 31, 2020, reported an accumulated deficit of $24,998,125 and working capital deficiency of $1,496,517, including $693 in cash. The Company’s current source of operating cash flow is dependent on the marketability of its investments, and there can be no assurances that sufficient funding, including adequate financing, will be available to cover the general and administrative expenses necessary for the maintenance of a public company. The Company’s status as a going concern is contingent upon raising the necessary funds through the selling of investments and issuance of equity or debt. Management believes its working capital will be sufficient to support activities for the next twelve months and expects to raise additional funds when required and available. There can be no assurance that funds will be available to the Company with acceptable terms or at all. These matters constitute material uncertainties that cast significant doubt about the ability of the Company to continue as a going concern.
Novel Coronavirus (“COVID-19”)
The Company’s operations could be significantly adversely affected by the effects of a widespread global outbreak of a contagious disease, including the recent outbreak of respiratory illness caused by COVID-19. The Company cannot accurately predict the impact COVID-19 will have on its operations and the ability of others to meet their obligations with the Company, including uncertainties relating to the ultimate geographic spread of the virus, the severity of the disease, the duration of the outbreak, and the length of travel and quarantine restrictions imposed by governments of affected countries. In addition, a significant outbreak of contagious diseases in the human population could result in a widespread health crisis that could adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could further affect the Company’s operations and ability to finance its operations.
| 2. | Significant accounting policies |
| (a) | Statement of compliance |
These condensed interim financial statements of the Company were prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB) applicable to the preparation of interim financial statements, including IAS 34 – Interim Financial Reporting. These condensed interim financial statements should be read in conjunction with the annual audited financial statements for the years ended December 31, 2019 and 2018, which was prepared in accordance with IFRS as issued by the IASB.
These condensed interim financial statements of the Company were approved for issue by the Board of Directors on April 24, 2020.
The Company’s functional and presentation currency is the Canadian dollar (“$”). Transactions in currencies other than the entity’s functional currency (foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Gains and losses are included in operations.
Routemaster Capital Inc.
Notes to the Condensed Interim financial statements
Three months ended March 31, 2020 and 2019
(Expressed in Canadian dollars unless otherwise noted - unaudited)
| 2. | Significant accounting policies (continued) |
| (c) | Significant accounting judgements, estimates and assumptions |
The preparation of these condensed interim financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the date of the condensed interim financial statements and reported amounts of revenues and expenses during the reporting period. Such estimates and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual outcomes can differ from these estimates. The impacts of such estimates are pervasive throughout the condensed interim 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.
Information about critical judgments and estimates in applying accounting policies that have the most significant effect on the amounts recognized in the condensed interim financial statements are as follows:
| (i) | Fair value of financial derivatives |
Investments in options and warrants which are not traded on a recognized securities exchange do not have a readi ly available market value. When there are sufficient and reliable observable market inputs, a valuation technique is used; if no such market inputs are available, the warrants and options are valued at intrinsic value. Refer to Notes 3 and 7 for further details.
| (ii) | Fair value of investment in securities not quoted in an active market or private company investments |
Where the fair values of financial assets and financial liabilities recorded on the statement of financial position cannot be derived from active markets, they are determined using a variety of valuation techniques. The inputs to these models are derived from observable market data where possible, but where observable market data are not available, judgment is required to establish fair values. Refer to Notes 3 and 7 for further details.
| (iii) | Share-based payments |
The Company uses the Black-Scholes option pricing model to fair value options in order to calculate share-based compensation expense. The Black-Scholes model involves six key inputs to determine the fair value of an option: risk- free interest rate, exercise price, market price of the Company’s shares at date of issue, expected dividend yield, expected life, and expected volatility. Certain of the inputs are estimates which involve considerable judgment and are, or could be, affected by significant factors that are out of the Company’s control. The Company is also required to estimate the future forfeiture rate of options based on historical information in its calculation of share-based compensation expense.
Management has determined that the Company qualifies for the exemption from consolidation given that the Company has the following typical characteristics of an investment entity:
| (a) | obtains funds from one or more investors for the purpose of providing those investor(s) with investment management services; |
| (b) | commits to its investor(s) that its business purpose is to invest funds solely for returns from capital appreciation, investment income, or both; and |
| (c) | measures and evaluates the performance of substantially all of its investments on a fair value basis. |
| (v) | Contingencies (See Note10 for details) |
Routemaster Capital Inc.
Notes to the Condensed Interim financial statements
Three months ended March 31, 2020 and 2019
(Expressed in Canadian dollars unless otherwise noted - unaudited)
| 2. | Significant accounting policies (continued) |
Certain pronouncements were issued by the IASB or the IFRIC that are mandatory for accounting periods commencing on or after January 1, 2020. Many are not applicable or do not have a significant impact to the Company and have been excluded. The following have not yet been adopted and are being evaluated to determine their impact on the Company.
During the three months ended March 31, 2020, the Company adopted IAS1. The adoption of this new standard did not have any material impact on the Company’s condensed interim financial statements.
| 3. | Investments, at fair value through profit and loss |
At March 31, 2019 the Company’s investment portfolio consisted of three publicly traded investments for a total fair value of $426,178.
| Public Issuer | | Note | | Security description | | Cost | | | Estimated Fair
Value | | | %
of FV | |
| QuestCap Inc. | | (i) | | 125,000 common shares | | | 15,000 | | | | 29,375 | | | | 6.9 | % |
| Sulliden Mining Capital Inc. | | (i,ii) | | 9,091,500 common shares | | | 2,662,252 | | | | 318,203 | | | | 74.7 | % |
| Yukoterre Resources Inc. | | (i) | | 982,500 common shares | | | 49,125 | | | | 78,600 | | | | 18.4 | % |
| Total public investments | | | | | | $ | 2,726,377 | | | $ | 426,178 | | | | 100.0 | % |
| (i) | An insider and an officer of the Company is a director and officer of the investee corporation as at March 31, 2020 |
| (ii) | The Company has filed a Section 62-103 report pursuant to the Securities Act (Ontario) for this investment and has filed an early warning report on SEDAR. |
At December 31, 2019 the Company’s investment portfolio consisted of four publicly traded investments for a total fair value of $623,275.
| Public Issuer | | Note | | Security description | | Cost | | | Estimated Fair
Value | | | %
of FV | |
| ARHT Media Inc. | | | | 125,000 warrants expire Feb 1, 2020 | | $ | 14,318 | | | $ | - | | | | 0.0 | % |
| Fura Gems Inc. | | (i) | | 780,000 common shares | | | 253,400 | | | | 128,700 | | | | 20.6 | % |
| Sulliden Mining Capital Inc. | | (i,ii) | | 8,091,500 common shares | | | 2,612,252 | | | | 404,575 | | | | 65.0 | % |
| Yukoterre Resources Inc. | | (i) | | 1,000,000 common shares | | | 50,000 | | | | 90,000 | | | | 14.4 | % |
| Total public investments | | | | | | $ | 2,929,970 | | | $ | 623,275 | | | | 100.0 | % |
| (i) | An insider and a former officer of the Company is a director and officer of the investee corporation as at December 31, 2019. |
| (ii) | The Company has filed a Section 62-103 report pursuant to the Securities Act (Ontario) for this investment and has filed an early warning report on SEDAR. |
| 4. | Prepaid expenses and deposits |
| | | 31-Mar-20 | | | 31-Dec-19 | |
| Prepaid insurance | | $ | 5,762 | | | $ | 8,422 | |
| | | $ | 5,762 | | | $ | 8,422 | |
Routemaster Capital Inc.
Notes to the Condensed Interim financial statements
Three months ended March 31, 2020 and 2019
(Expressed in Canadian dollars unless otherwise noted - unaudited)
| 5. | Accounts payable and accrued liabilities |
| | | 31-Mar-20 | | | 31-Dec-19 | |
| Corporate payables | | $ | 1,248,707 | | | $ | 1,131,098 | |
| Related party payable (Note 9) | | | 680,407 | | | | 670,926 | |
| | | $ | 1,929,114 | | | $ | 1,802,024 | |
| | | Three months ended March 31, | |
| | | 2020 | | | 2019 | |
| Management and consulting fees | | $ | 73,870 | | | $ | 146,461 | |
| Travel and promotion | | | 4,561 | | | | 7,839 | |
| Office and rent | | | 20,341 | | | | 22,398 | |
| Accounting and legal | | | 20,446 | | | | 15,912 | |
| Regulatory and transfer agent | | | 7,390 | | | | 10,700 | |
| | | $ | 126,608 | | | $ | 203,310 | |
Financial assets and financial liabilities as at March 31, 2020 are as follows:
| | | Loans, receivables and (other financial liabilities) | | | Assets /(liabilities) at fair value through profit/(loss) | | | Total | |
| March 31, 2020 | | | | | | | | | | | | |
| Cash | | $ | 693 | | | $ | - | | | $ | 693 | |
| Public investments | | | - | | | | 426,178 | | | | 426,178 | |
| Accounts payable and accrued liabilities | | | (1,929,114 | ) | | | - | | | | (1,929,114 | ) |
Routemaster’s operations involve the purchase and sale of securities. Accordingly, the majority of the Company’s assets are currently comprised of financial instruments which can expose it to several risks, including market, liquidity, credit and currency risks. There have been no significant changes in the risks, objectives, policies and procedures from the previous year. A discussion of the Company’s use of financial instruments and their associated risks is provided below:
Credit risk
Credit risk arises from the non-performance by counterparties of contractual financial obligations. The Company’s primary counterparty related to its cash carries an investment grade rating as assessed by external rating agencies. The Company maintains all or substantially all of its cash with a major financial institution domiciled in Canada. Deposits held with this institution may exceed the amount of insurance provided on such deposits.
Financial instruments included in receivables consist of interest and amounts receivable of $Nil at March 31, 2020 (December 31, 2019 - $Nil).
Routemaster Capital Inc.
Notes to the Condensed Interim financial statements
Three months ended March 31, 2020 and 2019
(Expressed in Canadian dollars unless otherwise noted - unaudited)
| 7. | Financial instruments (continued) |
Liquidity risk
Liquidity risk is the risk that the Company will not have sufficient cash resources to meet its financial obligations as they come due. The Company’s liquidity and operating results may be adversely affected if the Company’s access to the capital markets is hindered, whether as a result of a downturn in stock market conditions generally or related to matters specific to the Company, or if the value of the Company’s investments declines, resulting in losses upon disposition. In addition, some of the investments the Company holds are lightly traded public corporations or not publicly traded and may not be easily liquidated. The Company generates cash flow from proceeds from the disposition of its investments. There can be no assurances that sufficient funding, including adequate financing, will be available to cover the general and administrative expenses necessary for the maintenance of a public company. All of the Company’s assets, liabilities and obligations are due within one to three years.
The Company manages liquidity risk by maintaining adequate cash balances. The Company continuously monitors and reviews both actual and forecasted cash flows, and also matches the maturity profile of financial assets and liabilities. As at March 31, 2020, the Company had assets of $432,597 (December 31, 2019 - $636,459) to settle current liabilities of
$1,929,114 (December 31, 2019 - $1,802,024).
The following table shows the Company’s source of liquidity by assets as at March 31, 2020.
| March 31, 2020 | |
| | | Total | | | Less than 1 year | | | 1-3 years | |
| Cash | | $ | 693 | | | $ | 693 | | | $ | - | |
| Public investments | | | 426,178 | | | | 426,178 | | | | - | |
| Prepaid expenses | | | 5,726 | | | | 5,726 | | | | - | |
| Total assets - March 31, 2020 | | $ | 432,597 | | | $ | 432,597 | | | $ | - | |
Market risk
Market risk is the risk that the fair value of, or future cash flows from, the Company’s financial instruments will significantly fluctuate because of changes in market prices.
| (a) | Price and concentration risk |
The Company is exposed to market risk in trading its investments and unfavourable market conditions could result in dispositions of investments at less than favorable prices. In addition, most of the Company’s investments are in the resource sector. At March 31, 2020, one investment made up approximately 74% (December 31, 2019 – 64%) of the total assets of the Company.
For the three months ended March 31, 2020, a 10% decrease in the closing price of this concentrated position would result in an estimated increase in net loss of $0.03 million, or $0.001 per share.
For the three months ended March 31, 2020, a 10% decrease (increase) in the closing prices of its portfolio investments would result in an estimated increase (decrease) in net loss of $0.04 million, or $0.001 per share. This estimated impact on the statement of loss includes the estimated value of the non-traded warrants held, as determined using the Black- Scholes option pricing model.
Routemaster Capital Inc.
Notes to the Condensed Interim financial statements
Three months ended March 31, 2020 and 2019
(Expressed in Canadian dollars unless otherwise noted - unaudited)
| 7. | Financial instruments (continued) |
Market risk (continued)
The Company’s cash is subject to interest rate cash flow risk as it carries variable rates of interest. The Company’s interest rate risk management policy is to purchase highly liquid investments with a term to maturity of one year or less on the date of purchase. Based on cash balances on hand at March 31, 2020, a 1% change in interest rates could result in a corresponding nominal change in net loss.
Currency risk is the risk that the fair value of, or future cash flows from, the Company’s financial instruments will fluctuate because of changes in foreign exchange rates. The Company’s operations are exposed to foreign exchange fluctuations, which could have a significant adverse effect on its results of operations from time to time. The Company’s foreign currency risk arises primarily with respect to United States dollar and British Pound. Fluctuations in the exchange rates between this currency and the Canadian dollar could have a material effect on the Company’s business, financial condition and results of operations. The Company does not engage in any hedging activity to mitigate this risk. The Company reduces its currency risk by maintaining minimal cash balances held in foreign currency.
As at March 31, 2020, the Company had the following financial assets and liabilities, (amounts posted in Canadian dollars) denominated in foreign currencies:
| March 31, 2020 | |
| | | United States
Dollars | | | British
Pound | |
| Cash | | $ | 141 | | | $ | - | |
| Accounts payable and accrued liabilities | | | (63,842 | ) | | | (77,859 | ) |
| Net assets (liabilities) | | $ | (63,701 | ) | | $ | (77,859 | ) |
A 10% increase (decrease) in the value of the Canadian dollar against all foreign currencies in which the Company held financial instruments as of March 31, 2020 would result in an estimated increase (decrease) of approximately ($14,200). (December 31, 2019 - $(13,400)).
Fair value of financial instruments
The Company has determined the carrying values of its financial instruments as follows:
| i. | The carrying values of cash, amounts receivable, accounts payable and accrued liabilities approximate their fair values due to the short-term nature of these instruments. |
| ii. | Public and private investments are carried at amounts in accordance with the Company’s accounting policies as set out in Note 2 of the Company audited financial statements for the years ended December 31, 2019 and 2018. |
| iii. | Prior to maturity, the outstanding loans receivable are carried at their discounted value. Following their maturity, loans receivables are carried at their estimated realizable value. |
Routemaster Capital Inc.
Notes to the Condensed Interim financial statements
Three months ended March 31, 2020 and 2019
(Expressed in Canadian dollars unless otherwise noted - unaudited)
| 7. | Financial instruments (continued) |
The following table illustrates the classification and hierarchy of the Company's financial instruments, measured at fair value in the statements of financial position as at March 31, 2020.
| | | Level 1 | | | Level 2 | | | Level 3 | | | | |
| Investments, fair value | | (Quoted Market
price) | | | (Valuation
technique -observable market Inputs) | | | (Valuation
technique -
non-observable market inputs) | | | Total | |
| Publicly traded investments | | $ | 426,178 | | | $ | - | | | $ | - | | | $ | 426,178 | |
| March 31, 2020 | | $ | 426,178 | | | $ | - | | | $ | - | | | $ | 426,178 | |
The Company does not have Level 2 and Level 3 investments as at March 31, 2020 and December 31, 2019.
The Company considers its capital to consist of share capital, share based payments reserves and deficit. The Company’s objectives when managing capital are:
| a) | to allow the Company to respond to changes in economic and/or marketplace conditions by maintaining the Company’s ability to purchase new investments; |
| b) | to give shareholders sustained growth in value by increasing shareholders’ equity; while |
| c) | taking a conservative approach towards financial leverage and management of financial risks. |
The Company’s management reviews its capital structure on an on-going basis and makes adjustments to it in light of changes in economic conditions and the risk characteristics of its underlying investments. The Company’s current capital is composed of its shareholders’ equity and, to-date, has adjusted or maintained its level of capital by:
| a) | raising capital through equity financings; and |
| b) | realizing proceeds from the disposition of its investments |
The Company is not subject to any externally imposed capital requirements other than of the TSXV which has certain working capital and financial resource requirements to be available to maintain operations and cover general and administration expenses. TSXV will consider, among other things, the listed issuer's ability to meet its obligations as they come due, as well as its working capital position, quick asset position, total assets, capitalization, cash flow and earnings in the condensed interim financial statements regarding the listed issuer's ability to continue as a going concern. There were no changes to the Company’s capital management during the three months ended March 31, 2020. As of December 31, 2020, the Company may not be compliant with the policies of the TSXV. The impact of any such violation is not known and is ultimately dependent on the discretion of the TSXV.
Routemaster Capital Inc.
Notes to the Condensed Interim financial statements
Three months ended March 31, 2020 and 2019
(Expressed in Canadian dollars unless otherwise noted - unaudited)
| 9. | Related party disclosures |
| a) | The Company’s directors and officers may have investments in and hold management and/or director and officer positions in some of the investments that the Company holds. The following is a list of total investments and the nature of the relationship of the Company’s directors or officers with the investment as of March 31, 2020 and December 31, 2019. |
| Investment | | Nature of relationship | | Estimated
Fair value | | | % of FV | |
| QuestCap Inc. | | Director (Stan Bharti), and common shareholders | | $ | 29,375 | | | | 6.9 | % |
| Sulliden Mining Capital Inc. | | Director (Stan Bharti), and common shareholders / warrant holders | | | 318,203 | | | | 74.7 | % |
| Yukoterre Resources Inc. | | Officer (Kenny Choi) and common shareholders | | | 78,600 | | | | 18.4 | % |
| Total investment - March 31, 2020 | | | | $ | 426,178 | | | | 100.0 | % |
| Investment | | Nature of relationship | | Estimated
Fair value | | | % of FV | |
| ARTH Media Inc. | | Director (William Steers), and common shareholders / warrant holders | | $ | - | | | | 0.0 | % |
| Fura Gems Inc. | | Officer (Ryan Ptolemy), and common shareholders / warrant holders | | | 128,700 | | | | 20.6 | % |
| Sulliden Mining Capital Inc. | | Director (Stan Bharti), and common shareholders / warrant holders | | | 404,575 | | | | 65.0 | % |
| Yukoterre Resources Inc. | | Former Director and Officer (Fred Leigh), Officer (Kenny Choi) and common shareholders | | | 90,000 | | | | 14.4 | % |
| Total investment - December 31, 2019 | | | | $ | 623,275 | | | | 100.0 | % |
The Company has a diversified base of investors. To the Company’s knowledge, Forbes & Manhattan Inc. holds more than 10% of the Company’s common shares as at March 31, 2020 and December 31, 2019.
| b) | During the three months ended March 31, 2020 and 2019, the Company entered into the following transactions in the ordinary course of business with related parties that are not subsidiaries of the Company. |
| | | Purchases of goods/services Three months ended March 31, | |
| | | 2020 | | | 2019 | |
| 2227929 Ontario Inc. | | $ | 30,000 | | | $ | 30,000 | |
| Forbes & Manhattan Inc. | | | 30,000 | | | | 30,071 | |
| | | $ | 60,000 | | | $ | 60,071 | |
The Company shares office space with other companies who may have common officers and directors. The costs associated with the use of this space, including the provision of office equipment and supplies, are administered by 2227929 Ontario Inc. to whom the Company pays a fee. As at March 31, 2020, the Company had a payable balance of $478,303 (December 31, 2019 - $439,007) with 2227929 Ontario Inc. to cover shared expenses. The amounts outstanding are unsecured with no fixed terms of repayment. Fred Leigh, a Director and Officer of the Company, is also a director of 2227929 Ontario Inc.
In August 2017, Forbes became an insider of the Company owning approximately 34.9% (approximately 27.9 % at March 31, 2020 and December 31, 2019) outstanding shares of the Company through acquisition of Quebec Gold royalty interests. The Company is also part of the Forbes Group of Companies and continue to receive the benefits of such membership, including access to mining professionals, advice from Stan Bharti, the Executive Chairman of Forbes and strategic advice from the Forbes Board of Advisors. An administration fee of $10,000 per month is charged by Forbes pursuant to a consulting agreement. As at March 31, 2020 the Company had a payable balance of $169,580 (December 31, 2019 - $135,680). Such amounts are unsecured, with no fixed terms of repayment.
Routemaster Capital Inc.
Notes to the Condensed Interim financial statements
Three months ended March 31, 2020 and 2019
(Expressed in Canadian dollars unless otherwise noted - unaudited)
| 9. | Related party disclosures (continued) |
Included in accounts payable and accrued liabilities were expenses of GBP44,228 ($77,859) (December 31, 2019 - $75,957) expenses owed to Vik Pathak, a former director and officer of Routemaster.
| c) | Compensation of key management personnel of the Company: |
The remuneration of directors and other members of key management personnel during the three months ended March 31, 2020 and 2019 were as follows:
| | | Three months ended
March 31, | |
| | | 2020 | | | 2019 | |
| Short-term benefits | | $ | 16,500 | | | $ | 46,500 | |
| | | $ | 16,500 | | | $ | 46,500 | |
At March 31, 2020, the Company had $32,524 (December 31, 2019 - $96,239) owing to its current key management, and $812,603 (December 31, 2019 - $655,296) owing to its former key management. Such amounts are unsecured, non- interest bearing, with no fixed terms of payment or “due on demand”.
In accordance with IAS 24, key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company directly or indirectly, including any directors (executive and non- executive) of the Company.
The remuneration of directors and key executives is determined by the remuneration committee having regard to the performance of individuals and market trends.
| 10. | Commitments and contingencies |
The Company is party to certain management contracts. These contracts require that additional payments of up to approximately $672,000 be made upon the occurrence of certain events such as a change of control. As a triggering event has not taken place, the contingent payments have not been reflected in these condensed interim financial statements. Minimum commitments remaining under these contracts were approximately $160,000, all due within one year.
The Company is, from time to time, involved in various claims and legal proceedings. The Company cannot reasonably predict the likelihood or outcome of these activities. The Company does not believe that adverse decisions in any ending or threatened proceedings related to any matter, or any amount which may be required to be paid by reasons thereof, will have a material effect on the financial condition or future results of operations.
A former officer of the Company has initiated a legal action seeking approximately $450,000 for fees owed plus interest. The Company intends to defend the matter and is currently reviewing its options with regards to this action.
