What changed in this filing

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Item 1. Financial Statements

2021-04-14 compared with 2021-01-13 · 176 added, 75 removed, 486 unchanged (34% of the section changed)

Financial Statements.

Our unaudited condensed financial statements for the three month period ended November 30, 2020 form part of this quarterly report.

Our unaudited condensed financial statements for the six month period ended February 28, 2021 form part of this quarterly report.

They are stated in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles.

7 unchanged sentences

Total current assets

Patents (Note 6)

LIABILITIES AND STOCKHOLDERS' EQUITY

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STOCKHOLDERS' EQUITY

Share capital

Share capital (Note 8)

200,000,000 common shares with a par value of $0.001 per share

Issued and outstanding:

128,471,700 common shares at November 30, 2020 and August 31,2020:

136,231,700 common shares at February 28, 2021 and August 31,2020:

Additional paid-in capital (Note 9)

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Balance, August 31, 2019

Shares issued for LOI on October 28

Shares issued for LOI

Comprehensive loss

Balance, November 30, 2019

Stock options granted on February 25

Stock options granted

Comprehensive Income (loss)

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Balance, August 31, 2020

Stock options granted on November 12

Stock options granted

Comprehensive income (loss)

Balance, November 30, 2020

Shares issued for patent

Private placement

Stock options granted

Stock options exercised

Warrants exercised

Comprehensive loss

Balance, February 28, 2021

The accompanying notes are an integral part of these unaudited condensed interim financial statements

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THREE MONTHS ENDED

SIX MONTHS ENDED

Accounting and audit

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Foreign exchange gain (loss)

Unrealized gain on marketable securities

Realized gain on marketable securities

Income from royalty granted (Note 5)

Unrealized gain on marketable securities (Note 4)

Gain on disposal of marketable securities (Note 4)

Income from royalty grant (Note 5)

Net Income (loss) and comprehensive Income (loss) for the period

Basic Income (loss) per share

Diluted Income (loss) per share

Basic earnings (loss) per share

Diluted earnings (loss) per share

Weighted average number of common shares outstanding - basic

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(Expressed in U.S.

THREE MONTHS ENDED

SIX MONTHS ENDED

Cash flows used in operating activities

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Net cash from investing activities

Cash flows from (used in) Financing activities

Net proceeds from options exercised

Net proceeds from warrants exercised

Net proceeds from subscriptions received

Repayment of loan from related party

Net cash from (used in) Financing activities

Increase (Decrease) in cash and cash equivalents

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NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

November 30, 2020

February 28, 2021

(Expressed in U.S.

The unaudited condensed interim financial statements for the period ended November 30, 2020 included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission.

The unaudited condensed interim financial statements for the period ended February 28, 2021 included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission.

Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with United States generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations.

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The accompanying unaudited condensed interim financial statements have been prepared on a going concern basis which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business for the foreseeable future.

The Company had a working capital deficit of $154,903 as at November 30, 2020 ($392,956 as at August 31, 2020).

The Company incurred net cash outflows from operating activities of $40,322 for the three months ended November 30, 2020 ($2,351 for the three months ended November 30, 2019) and as at November 30, 2020 has incurred cumulative losses of $14,057,424 that raises substantial doubt about its ability to continue as a going concern.

The Company incurred net cash outflows from operating activities of $167,835 for the six months ended February 28, 2021 ($61,713 for the six months ended February 29, 2020) and as at February 28, 2021 has incurred cumulative losses of $14,352,649 that raises substantial doubt about its ability to continue as a going concern.

Management has been able, thus far, to finance the operations through equity financing and cash on hand.

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Marketable securities consist of the Company's investment in units of Grayscale Bitcoin Trust.

As at November 30, 2020, the movement in the Company's marketable securities is as follows:

As at February 28, 2021, the movement in the Company's marketable securities is as follows:

Balance, August 31, 2019

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Unrealized gain

Balance, November 30, 2020

Balance, February 28, 2021

MINERAL PROPERTY

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The Company has a right of first refusal to repurchase the royalty upon any proposed sale by the royalty holder to a third party.

On December 14, 2020 the Company signed Definitive Agreement to acquire 100% interest in United States Patent and Trademark Office ("USPTO") patent #6,024,086 - Solar energy collector having oval absorption tubes by issuing 1,000,000 common shares of the Company.

The Company issued 1,000,000 additional common shares in escrow to be released upon the successful approval of patent pending work derived from patent #6,024,086.

The shares were issued at a price of $0.0345 resulting in a purchase price of $69,000.

RELATED PARTIES TRANSACTION

For the three month period ended November 30, 2020, the Company was party to the following related party transactions:

The Company incurred $Nil (November 30, 2019:

For the six month period ended February 28, 2021, the Company was party to the following related party transactions:

The Company incurred $Nil (February 29, 2020:

$10,500) to the President of the Company in consulting fees.

During the three months ended November 30, 2020, the Company repaid $5,250 of amounts outstanding resulting in accounts payable to the President of the Company of $183,584 as at November 30, 2020 (August 31, 2020:

During the six months ended February 28, 2021, the Company repaid $28,875 of amounts outstanding resulting in accounts payable to the President of the Company of $159,959 as at February 28, 2021 (August 31, 2020:

On December 14, 2020 the Company issued 500,000 stock options valued at $10,917 to the President of the Company (Note 9).

The related party transactions are recorded at the exchange amount established and agreed to between the related parties.

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upon entering LOI (Note 5).

As at November 30, 2020 and August 31, 2020 the Company had 128,471,700 shares issued and outstanding.

On December 14, 2020 the Company issued 1,000,000 common shares and an additional 1,000,000 common shares in escrow in connection with the signed Definitive Agreement (Note 6).

On January 14, 2021 the Company closed the final tranche of a private placement of 3,000,000 units at a price of $0.06 per unit for gross proceeds of $180,000.

Each unit consists of one common share of the Company and one half (0.5) of a non-transferable share purchase warrant, each warrant entitling the holder to purchase one additional common share of the Company for a period of 12 months from the date of issuance at a purchase price of $0.09.

During the six months ended February 28, 2021 the Company also issued 2,720,000 common shares as a result of the exercise of stock options and 40,000 common shares as a result of the exercise of warrants (Note 9).

As at February 28, 2021 and August 31, 2020 the Company had 136,231,700 (August 31, 2020:

128,471,700) shares issued and outstanding.

STOCK OPTIONS AND WARRANTS

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On November 12, 2020, the Company issued 500,000 stock options to one of the consultants of the Company with an exercise price of $0.05 vested immediately, expiring November 12, 2025.

On December 14, 2020, the Company issued 2,100,000 stock options to consultants and officers of the Company with an exercise price of $0.05 vested immediately, expiring December 14, 2025.

On January 28, 2021, the Company issued 2,000,000 stock options to one of the consultants of the Company with an exercise price of $0.14 vested immediately, expiring January 28, 2026.

On February 4, 2021, the Company issued 100,000 stock options to one of the consultants of the Company with an exercise price of $0.18 vested immediately, expiring February 4, 2026.

On February 5, 2021, the Company issued 300,000 stock options to three of the consultants of the Company with an exercise price of $0.18 vested immediately, expiring February 5, 2026.

The fair value of the options granted was estimated on the date of the grant using the Black-Scholes options pricing model, with the following weighted average assumptions:

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Grant date fair value per option

During the three-month period ended November 30, 2020, the Company recorded $15,450 (November 30, 2019 - $Nil) as stock based compensation expenses and a total of 1,100,000 stock options expired without being exercised (November 30, 2019 - 1,000,000).

A summary of the changes in stock options for the three months ended November 30, 2020 is presented below:

During the six month period ended February 28, 2021, the Company recorded $288,686 (February 29, 2020 - $17,308) as stock based compensation expenses.

In addition, the Company issued 2,720,000 (February 29, 2020:

Nil) common shares of the Company as a result of exercised stock options for gross proceeds of $75,048 and a total of 1,100,000 stock options expired without being exercised (February 29, 2020:

A summary of the changes in stock options for the six months ended February 28, 2021 is presented below:

Options Outstanding

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Balance, August 31, 2020

Balance, November 30, 2020

Balance, February 28, 2021

The Company has the following options outstanding and exercisable:

November 30, 2020

Options outstanding and exercisable

Exercise prices

contractual life

*As at November 30, 2020 the market price of the Company's common shares was $0.0327 per share.

A total of 2,000,000 incentive stock options, exercisable at $0.02, were in the money with an intrinsic value of $25,400.

February 28, 2021

Exercise Price

Number of Options

Remaining Life

September 19, 2016

September 19, 2021

January 20, 2017

January 20, 2022

January 31, 2017

January 31, 2022

October 27, 2017

October 27, 2022

February 25, 2020

February 25, 2022

December 14, 2020

December 14, 2025

January 28, 2021

January 28, 2026

February 4, 2021

February 4, 2026

February 5, 2021

February 5, 2026

*As at February 28, 2021 the market price of the Company's common shares was $0.1426 per share.

A total of 9,826,776 incentive stock options were in the money with an intrinsic value of $882,363.

August 31, 2020

Options outstanding and exercisable

Exercise prices

contractual life

During the period ended November 30, 2020 there were no warrants issued.

A summary of warrants as at November 30, 2020 and August 31, 2020 is as follows:

Warrants Outstanding

Exercise Price

Number of Options

Remaining Life

October 23, 2015

October 23, 2020

September 19, 2016

September 19, 2021

January 20, 2017

January 20, 2022

January 31, 2017

January 31, 2022

October 27, 2017

October 27, 2022

February 25, 2020

February 25, 2022

During the period ended February 28, 2021 the Company issued 1,500,000 warrants attached to units in a private placement, see Note 8.

A summary of warrants as at February 28, 2021 and August 31, 2020 is as follows:

Weighted Average

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Balance, August 31, 2019

Balance, August 31, 2020 and November 30, 2020

Outstanding 1

March 27, 2023

September 21, 2021

Balance, August 31, 2020

Balance, February 28, 2021

The Company has the following warrants outstanding:

February 28, 2021

Exercise Price

Number of Warrants*

August 31, 2018

August 31, 2021

September 21, 2018

September 21, 2021

March 27, 2019

March 27, 2023

January 14, 2021

January 14, 2022

*Each warrant entitles a holder to purchase one common share.

August 31, 2020

Exercise Price

Number of Warrants*

August 31, 2018

August 31, 2021

September 21, 2018

September 21, 2021

March 27, 2019

March 27, 2023

The Company has a consulting agreement with the President of the Company for corporate administration and consulting services for $3,500 per month plus goods and services tax ("GST") on a continuing basis.

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SEGMENTED INFORMATION

As at November 30, 2020 and August 31, 2020, the Company is operating its business in one reportable segment:

As at February 28, 2021 and August 31, 2020, the Company is operating its business in one reportable segment:

natural resource acquisitions.

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SUBSEQUENT EVENTS

On December 14, 2020 the Company signed Rodney B Blake to a 12 month consulting contract and the issuance of 100,000 stock options valid for 5 years at $0.05 cents each.

The Company issued 1,000,000 additional common shares in escrow to be released upon the successful approval of patent pending work derived from patent #6,024,086.

The Technology is to be adapted to work at our Clayton Valley lithium project.

If successful the technology could have several clean energy applications.

If successful a joint venture would be formed at a later date to be determined.

On December 14, 2020 the Company signed Albert Clark Rich to a 12 month consulting contract and the issuance of 500,000 stock options valid for 5 years at $0.05 cents each.

On December 14, 2020 the Company granted 1,000,000 stock options valid for 5 years at $0.05 cents each to Mark Snyder a consultant with the Company.

On December 14, 2020 the Company granted 500,000 stock options valid for 5 years at $0.05 cents each to Robert McAllister CEO of the Company.

During March 2021, the Company issued 200,000 common shares as a result of the exercise of 200,000 stock options exercised at $0.07 per common share.

Management's Discussion and Analysis of Financial Condition and Results of Operations

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On November 12, 2020 the Company signed Flathead Business Solutions to a 12 month contract for $12,000 and the issuance of 500,000 stock options valid for 5 years at $0.05 cents each.

The Company issued 1,000,000 additional common shares in escrow to be released upon the successful approval of patent pending work derived from patent #6,024,086.

On December 14, 2020 the Company signed Rodney Blake to a 12 month contract for the issuance of 100,000 stock options valid for 5 years at $0.05 cents each.

On December 14, 2020 the Company signed Albert Clark Rich to a 12 month contract for the issuance of 500,000 stock options valid for 5 years at $0.05 cents each.

On January 28, 2021 the Company signed Mark Snyder to a 12 month contract for $30,000 and the issuance of 2,000,000 stock options valid for 5 years at $0.14 cents each.

On February 4, 2021 the Company signed Barry Brooks to a 12 month contract for the issuance of 100,000 stock options valid for 5 years each at $0.18 cents each.

On February 5, 2021 the Company signed Paul Sandler to a 12 month contract for the issuance of 100,000 stock options valid for 5 years each at $0.18 cents each.

On February 5, 2021 the Company signed Bruce Shellinger to a 12 month contract for the issuance of 100,000 stock options valid for 5 years each at $0.18 cents each.

On February 5, 2021 the Company signed Richard Smith to a 12 month contract for the issuance of 100,000 stock options valid for 5 years each at $0.18 cents each.

Chronological Overview of our Business over the Last Five Years

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Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

Results of Operations - Three Months Ended November 30, 2020 and November 30, 2019

The following summary of our results of operations should be read in conjunction with our financial statements for the quarter ended November 30, 2019, which are included herein.

Our operating results for the three months ended November 30, 2019, for the three months ended November 30, 2018 and the changes between those periods for the respective items are summarized as follows:

Results of Operations - Three Months Ended February 28, 2021 and February 29, 2020

The following summary of our results of operations should be read in conjunction with our financial statements for the quarter ended February 28, 2021, which are included herein.

Our operating results for the three months ended February 28, 2021, for the three months ended February 29, 2020 and the changes between those periods for the respective items are summarized as follows:

Change Between

Three Month Period

November 30, 2020 and

November 30, 2019

February 28, 2021 and

February 29, 2020

Revenue (cost recovery)

Cost of product sales

Other expenses (income)

General and administrative

Investor relations

Professional fees

Exploration expenses

Consulting fees

Fees and dues

Exploration expenses

Stock based compensation

Investor relations

Research and development

Stock based compensation

Other administrative expenses

Other expenses (income)

Net loss (income)

Our financial statements report revenue of $Nil for the three months ended February 28, 2021 and February 29, 2020.

Our financial statements report a net loss of $295,225 for the three-month period ended February 28, 2021, compared to a net income of $145,785 for the three-month period ended February 29, 2020.

Our net loss has increased by $441,010 for the three-month period ended February 28, 2021.

The net income for the period ended February 29, 2020 is the result of a royalty sale for proceeds of $200,000.

Our operating costs were higher by $272,143 for February 28, 2021 compared to February 29, 2020.

The increase was largely due to stock based compensation during the three months ended February 28, 2021, higher by $255,928 compared to February 29, 2020.

Results of Operations - Six Months Ended February 28, 2021 and February 29, 2020

The following summary of our results of operations should be read in conjunction with our financial statements for the quarter ended February 28, 2021, which are included herein.

Our operating results for the six months ended February 28, 2021, for the six months ended February 29, 2020 and the changes between those periods for the respective items are summarized as follows:

Change Between

Three Month Period

February 28, 2021 and

February 29, 2020

Revenue (cost recovery)

Cost of product sales

Professional fees

Exploration expenses

Consulting fees

Fees and dues

Investor relations

Research and development

Stock based compensation

Other administrative expenses

Other expenses (income)

Net loss (income)

Our accumulated losses are $14,057,424 at November 30, 2020.

Our financial statements report revenue of $Nil for the three months ended November 30, 2020 and November 30, 2019.

Our financial statements report a net income of $222,603 for the three-month period ended November 30, 2020, compared to a net loss of $49,607 for the three-month period ended November 30, 2019.

Our net income has increased by $272,210 for the three-month period ended November 30, 2020.

The net income for the period ended November 30, 2020 is the result of a royalty sale for proceeds of $250,000.

Our operating costs were lower by $6,256 for November 30, 2020 compared to November 30, 2019.

The decrease was largely due to reduced exploration expenses, reduced investor relations and consulting fees as a result of the Company's reduced activity during fiscal 2020 so far.

As at November 30, 2020, we had $476,467 in current liabilities, which is comparable to current liabilities as at August 31, 2020.

Our net cash used in operating activities for the three months ended November 30, 2020 was $40,322 compared to $2,351 used in the three months ended November 30, 2019.

Our accumulated losses are $14,352,649 at February 28, 2021.

Our financial statements report revenue of $Nil for the six months ended February 28, 2021 and February 29, 2020.

Our financial statements report a net loss of $72,622 for the six month period ended February 28, 2021, compared to a net income of $96,178 for the six month period ended February 29, 2020.

Our net loss has increased by $168,800 for the six month period ended February 28, 2021.

Our operating costs were higher by $265,887 for February 28, 2021 compared to February 29, 2020.

The increase was largely due to stock based compensation during the six months ended February 28, 2021, higher by $271,378 compared to February 29, 2020 offset by decreases in exploration, professional fees, and other administrative expenses.

As at February 28, 2021, we had $434,469 in current liabilities, which is comparable to current liabilities as at August 31, 2020.

Our net cash used in operating activities for the six months ended February 28, 2021 was $167,835 compared to $61,713 used in the six months ended February 29, 2020.

Liquidity and Financial Condition

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Cash flows from investing activities

Cash flows from financing activities

Net increase (decrease) in cash during year

Cash flows from (used in) financing activities

Net increase in cash during year

Operating Activities

Net cash used in operating activities was $40,332 in the three months ended November 30, 2020 compared with net cash used in operating activities of $2,351 in the same period in 2019.

Net cash used in operating activities was $167,835 in the six months ended February 28, 2021 compared with net cash used in operating activities of $61,713 in the same period in 2020.

Financing Activities

Net cash provided by financing activities was $252,069 in the three months ended November 30, 2020 compared to $Nil in the same period in 2019.

Net cash provided by financing activities was $281,905 in the six months ended February 28, 2021 compared to $200,000 in the same period in 2020.

Investing Activities

Net cash provided in investing activities was $Nil in the three months ended November 30, 2020 compared to $Nil in the same period in 2019.

Net cash provided in investing activities was $256,648 in the six months ended February 28, 2021 compared to $15,968 used by investing activities in the same period in 2020.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements