Arras Minerals Corp 6-K, filed Sep 30, 2022
Arras Minerals Corp. (ARRKF)
About this 6-K
Arras Minerals Corp filed this 6-K on September 30, 2022.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
| For the month of | July 2022 |
| Commission File Number | 000-56306 |
Arras Minerals Corp.
(Translation of registrant’s name into English)
777 Dunsmuir Street,
Suite 1605
Vancouver, British Columbia V7Y 1K4
Canada
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F þ Form 40-F o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ARRAS MINERALS CORP. | ||
| Date: September 29, 2022 | By: | /s/ Christopher Richards |
| Name: | Christopher Richards | |
| Title: | Chief Financial Officer | |
EXHIBIT INDEX
Exhibit 99.1
Condensed Interim Consolidated Financial Statements (Unaudited)
For the three months ended July 31, 2022 and 2021, the nine months ended July 31, 2022
and the period from February 5, 2021 (inception) to July 31, 2021
(Expressed in United States dollars)
| Index | Page | |||
| Condensed Interim Consolidated Statements of Financial Position | 1 | |||
| Condensed Interim Consolidated Statements of Comprehensive Loss | 2 | |||
| Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity | 3 | |||
| Condensed Interim Consolidated Statements of Cash Flows | 4 | |||
| Notes to the Condensed Interim Consolidated Financial Statements |
5 –24
| |||
ARRAS MINERALS CORP.
Condensed Interim Consolidated Statements of Financial
Position
(Expressed in United States Dollars)
(Unaudited)
| Note | July 31, 2022 | October 31, 2021 (Audited) | ||||||||||
| $ | $ | |||||||||||
| Assets | ||||||||||||
| Current | ||||||||||||
| Cash and cash equivalents | 16 | 1,953,191 | 3,806,291 | |||||||||
| Other receivables | 40,005 | 15,929 | ||||||||||
| Prepaid expenses | 7 | 82,624 | 32,030 | |||||||||
| Due from related party | 13 | 437 | 2,808 | |||||||||
| Loans to Ekidos Minerals LLP | 4,5,8 | — | 3,178,500 | |||||||||
| 2,076,257 | 7,035,558 | |||||||||||
| Non-Current | ||||||||||||
| Office and equipment | 4,5,9 | 212,106 | 105,166 | |||||||||
| Mineral properties | 4,5,6,10 | 5,035,259 | 651,603 | |||||||||
| Right-of use assets | 11 | 286,238 | — | |||||||||
| Prepaid expenses and deposits | 7 | 554,482 | — | |||||||||
| Total Assets | 8,164,342 | 7,792,327 | ||||||||||
Liabilities | ||||||||||||
| Current | ||||||||||||
| Accounts payable and accrued liabilities | 13 | 353,703 | 541,624 | |||||||||
| Lease liability | 11 | 68,914 | — | |||||||||
| 422,617 | 541,624 | |||||||||||
| Non-Current | ||||||||||||
| Lease liability | 11 | 221,217 | — | |||||||||
| Total Liabilities | 643,834 | 541,624 | ||||||||||
Shareholders’ Equity | ||||||||||||
| Share capital | 12 | 12,510,260 | 8,439,234 | |||||||||
| Reserves | 12 | 1,324,243 | 923,051 | |||||||||
| Deficit | (6,313,995 | ) | (2,111,582 | ) | ||||||||
| Total Shareholders’ Equity | 7,520,508 | 7,250,703 | ||||||||||
| Total Liabilities and Shareholders’ Equity | 8,164,342 | 7,792,327 | ||||||||||
On behalf of the Board:
| /s/ Brian Edgar | /s/ Daniel Kunz | |
| Director | Director | |
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
| 1 |
ARRAS MINERALS CORP.
Condensed Interim Consolidated Statements of Comprehensive
Loss
Expressed in United States Dollars)
(Unaudited)
| Note | For the three months ended July 31, 2022 | For the three months ended July 31, 2021 | For the nine months ended July 31, 2022 | For the period from February 5, 2021 to July 31, 2021 | ||||||||||||||||
Expenses | $ | $ | $ | $ | ||||||||||||||||
| Exploration | 13 | 819,022 | 273,525 | 2,512,904 | 355,329 | |||||||||||||||
| Personnel | 13 | 215,823 | 155,000 | 740,300 | 356,576 | |||||||||||||||
| Professional services | 63,410 | 237,010 | 256,091 | 393,108 | ||||||||||||||||
| Directors’ fees | 13 | 62,265 | 83,781 | 229,057 | 224,334 | |||||||||||||||
| Office and administrative | 33,527 | 12,411 | 98,849 | 24,295 | ||||||||||||||||
| Marketing and shareholders’ communication | 63,170 | 5,134 | 121,930 | 5,531 | ||||||||||||||||
| Depreciation | 9 | 20,577 | 8,420 | 34,295 | 13,247 | |||||||||||||||
| Loss from operations | (1,277,794 | ) | (775,281 | ) | (3,993,426 | ) | (1,372,420 | ) | ||||||||||||
| Foreign exchange (loss) gain | (116,315 | ) | (4,282 | ) | (209,161 | ) | 29,796 | |||||||||||||
| Interest income | 142 | — | 174 | — | ||||||||||||||||
| Other (loss) income | (116,173 | ) | (4,282 | ) | (208,987 | ) | 29,796 | |||||||||||||
Net and Comprehensive Loss for the Period | (1,393,967 | ) | (779,563 | ) | (4,202,413 | ) | (1,342,624 | ) | ||||||||||||
Basic and Diluted Loss per Common Share | (0.03 | ) | (0.02 | ) | (0.08 | ) | (0.04 | ) | ||||||||||||
Weighted Average Number of Common Shares Outstanding | 52,210,389 | 41,035,100 | 51,245,224 | 30,870,753 | ||||||||||||||||
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
| 2 |
ARRAS MINERALS CORP.
Condensed Interim Consolidated Statements of Changes in
Shareholders’ Equity
(Expressed in United States Dollars)
(Unaudited)
| Shares Capital | ||||||||||||||||||||||||
| Notes | Common Shares | Amount | Equity Reserves | Deficit | Shareholders’ Equity | |||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||
| Balance, October 31, 2021 | 47,803,100 | 8,439,234 | 923,051 | (2,111,582 | ) | 7,250,703 | ||||||||||||||||||
| Private placements, net of share issue costs | 12 | 4,763,050 | 4,071,026 | — | — | 4,071,026 | ||||||||||||||||||
| Share-based payment | 12 | — | — | 401,192 | — | 401,192 | ||||||||||||||||||
| Net loss for the period | — | — | — | (4,202,413 | ) | (4,202,413 | ) | |||||||||||||||||
| Balance, July 31, 2022 | 52,566,150 | 12,510,260 | 1,324,243 | (6,313,995 | ) | 7,520,508 | ||||||||||||||||||
| Shares Capital | ||||||||||||||||||||||||
| Notes | Common Shares | Amount | Equity Reserves | Deficit | Shareholders’ Equity | |||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||
| Shares issued upon inception (February 5, 2021) | 1,12 | 100 | 1 | — | — | 1 | ||||||||||||||||||
| Shares issued pursuant to asset purchase agreement | 5 | 36,000,000 | 1,367,668 | — | — | 1,367,668 | ||||||||||||||||||
| Private placement, net of share issue costs | 12 | 5,035,000 | 1,982,706 | — | — | 1,982,706 | ||||||||||||||||||
| Share-based payment | 12 | — | — | 430,867 | — | 430,867 | ||||||||||||||||||
| Net loss for the period | — | — | — | (1,342,624 | ) | (1,342,624 | ) | |||||||||||||||||
| Balance, July 31, 2021 | 41,035,100 | 3,350,375 | 430,867 | (1,342,624 | ) | 2,438,618 | ||||||||||||||||||
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
| 3 |
ARRAS MINERALS CORP.
Condensed Interim Consolidated Statement of Cash Flows
(Expressed in United States Dollars)
(Unaudited)
| Nine months ended | Period form inception to | |||||||||||
| Notes | July 31, 2022 | July 31, 2021 | ||||||||||
| Operating Activities | ||||||||||||
| Net loss for the period | (4,202,413 | ) | (1,342,624 | ) | ||||||||
| Items not affecting cash | ||||||||||||
| Depreciation | 9 | 59,014 | 13,247 | |||||||||
| Unrealized foreign exchange loss | 69,562 | — | ||||||||||
| Share-based payment | 401,192 | 430,867 | ||||||||||
| (3,672,645 | ) | (898,510 | ) | |||||||||
| Changes in non-cash working capital, net of acquisition | ||||||||||||
| Other receivables | 327,749 | (11,592 | ) | |||||||||
| Prepaid expenses | (48,307 | ) | — | |||||||||
| Other non-current assets | (33,482 | ) | — | |||||||||
| Due from related party | 2,371 | 109,145 | ||||||||||
| Accounts payable and accrued liabilities | (284,162 | ) | 369,773 | |||||||||
| (35,831 | ) | 467,326 | ||||||||||
| Cash Used in Operating Activities | (3,708,476 | ) | (431,184 | ) | ||||||||
| Financing Activities | ||||||||||||
| Issuance of common shares, net of share issue costs | 4,079,095 | 2,001,245 | ||||||||||
| Repayment of lease liability | 11 | (29,391 | ) | — | ||||||||
| Cash Provided by Financing Activities | 4,049,704 | 2,001,245 | ||||||||||
| Investing Activities | ||||||||||||
| Purchase of Ekidos Minerals LLP common shares | 4 | (1,000 | ) | — | ||||||||
| Cash received on acquisition of Ekidos Minerals LLP | 4 | 34,050 | — | |||||||||
| Purchase of office and equipment | 9 | (88,112 | ) | (71,854 | ) | |||||||
| Loans to Ekidos Minerals LLP | 8 | (2,136,500 | ) | (1,069,500 | ) | |||||||
| Cash Used in Investing Activities | (2,191,562 | ) | (1,141,354 | ) | ||||||||
| Effect of Foreign Currency Translation on Cash and Cash Equivalents | (2,766 | ) | — | |||||||||
| Net Change in Cash and Cash Equivalents | (1,853,100 | ) | 428,707 | |||||||||
| Cash and Cash Equivalents, Beginning of Period | 3,806,291 | — | ||||||||||
| Cash and Cash Equivalents, End of Period | 1,953,191 | 428,707 | ||||||||||
Supplemental Cash Flow Information (Note 15)
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
| 4 |
Arras Minerals Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended July 31, 2022, the nine months ended July 31, 2022 and the period from February 5, 2021 (inception) to July 31, 2021
(Expressed in United States dollars)
(Unaudited)
| 1. | NATURE OF OPERATIONS AND GOING CONCERN |
Arras Minerals Corp. (the “Company”) was incorporated on February 5, 2021 under the Business Corporations Act (British Columbia) as part of an asset purchase agreement to reorganize Silver Bull Resources, Inc. (“Silver Bull”) as described in Note 5. The Company’s head office is located at 1605-777 Dunsmuir Street, Vancouver, British Columbia, Canada, V7Y 1K4.
The Company is engaged in the acquisition, exploration, and development of mineral property interests. On February 3, 2022, the Company purchased 100% of the issued and outstanding shares of Ekidos Minerals LLP (“Ekidos”) and Ekidos became a wholly-owned subsidiary of the Company. Total consideration was $1,000 as described in Note 4. Ekidos is in the business of the exploration and evaluation of mineral properties. See Notes 4 and 5 for further details.
The Company’s assets consist primarily of the option to acquire a 100% interest in the Beskauga property (“Beskauga”) in Kazakhstan, and conducts its operations through Ekidos, who holds exploration licenses for properties located in northeastern Kazakhstan.
The Company has not yet determined whether the properties contain mineral reserves where extraction is both technically feasible and commercially viable. The business of mining and the exploration for minerals involves a high degree of risk and there can be no assurance that such activities will result in profitable mining operations.
These unaudited condensed interim consolidated financial statements are prepared on a going concern basis, which contemplate that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business. The Company has incurred operating losses since inception and has no current sources of revenue or cash inflows from operations. The Company relies on share issuances in order to fund its exploration and other business objectives. During the nine months ended July 31, 2022, the Company has raised $5.3 million Canadian dollars (“$CDN”) ($4.1 million United States dollars) through the issuance of common shares. As of July 31, 2022, the Company had cash and cash equivalents of $2.0 million, which based on current forecasts, is sufficient to fund the Company’s required expenditures under the commitments of the option agreement for Beskauga and general corporate activities.
The Company’s ability to continue as a going concern and fulfill its commitments under the Beskauga option agreement is dependent upon successful execution of its business plan, raising additional capital, or evaluating strategic alternatives. The Company expects to continue to raise the necessary funds primarily through the issuance of common shares. There can be no guarantees that future equity financing will be available in which case the Company may need to reduce its exploration activities. There can be no assurance that management’s plan will be successful. If the going concern assumption was not appropriate for these condensed interim consolidated financial statements, then adjustments would be necessary to the carrying values of assets and liabilities, the reported expenses and the balance sheet classifications used. Such adjustments could be material.
On March 11, 2020, the novel coronavirus outbreak (“COVID-19”) was declared a pandemic by the World Health Organization. Other than travel restrictions to the Company’s exploration projects, the Company has not been significantly impacted by COVID-19. The situation is dynamic and the ultimate duration and magnitude of the impact on the economy and the Company’s business are not known at this time. These impacts could include an impact on the Company’s ability to obtain equity financing to fund additional exploration activities as well as the Company’s ability to explore and conduct business.
| 5 |
Arras Minerals Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended July 31, 2022, the nine months ended July 31, 2022 and the period from February 5, 2021 (inception) to July 31, 2021
(Expressed in United States dollars)
(Unaudited)
| 2. | BASIS OF PRESENTATION |
| a) | Statement of compliance |
These condensed interim consolidated financial statements were prepared in accordance with International Accounting Standard 34 - Interim Financial Reporting. These condensed interim consolidated financial statements do not include all disclosures required for annual audited financial statements. Accordingly, they should be read in conjunction with the notes to the Company’s audited financial statements for the period from February 5, 2021 (date of inception) to October 31, 2021 (the “annual financial statements”), which include the information necessary or useful to understanding the Company’s business and financial statement presentation. In particular, the Company’s use of judgements and estimates and significant accounting policies were presented in note 5 of those annual financial statements and have been consistently applied in the preparation of the condensed interim consolidated financial statements. The annual financial statements were prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.
These condensed interim consolidated financial statements are presented in United States dollars (“$USD”), which is the Company’s and its subsidiary’s functional currency.
The Company’s interim results are not necessarily indicative of its results for a full fiscal year.
| b) | Basis of presentation |
These condensed interim consolidated financial statements have been prepared on a historical cost basis, except for certain financial instruments which are measured at fair value. In addition, these condensed interim consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information.
| c) | Approval of the condensed interim consolidated financial statements |
These condensed interim consolidated financial statements were authorized for issue by the Board of Directors on September 22, 2022.
| 3. | SIGNIFICANT ACCOUNTING POLICIES |
The accounting policies followed in these condensed interim consolidated financial statements are consistent with those disclosed in Note 5 of the Company’s financial statements for the year ended October 31, 2021.
| a) | Foreign currency translation |
Statement of consolidated financial position: monetary assets and liabilities are translated into USD using period end exchange rates. Non-monetary assets and liabilities are translated into USD using historical exchange rates.
Statement of consolidated comprehensive loss: income, expenses, and other comprehensive income are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions).
Statement of consolidated changes in shareholders’ equity: all resulting exchange differences are recognized as a separate component of equity and in other comprehensive loss.
| b) | Going concern |
The assessment of whether the going concern assumption is appropriate requires management to take into account all available information about the future, which is at least, but not limited to, 12 months from the end of the reporting period. The Company is aware that material uncertainties exist related to events or conditions that may cast substantial doubt upon the Company’s ability to continue as a going concern.
| c) | Mineral properties |
Costs directly related to the acquisition of mineral properties are capitalized. Option payments are considered acquisition costs if the Company has the intention of exercising the underlying option.
Exploration, evaluation and property maintenance costs incurred on sites without an existing mine and on areas outside the boundary of a known mineral deposit which contains proven and probable reserves are expensed as incurred up to the date of establishing that property costs are economically recoverable and that the project is technically feasible.
| 6 |
Arras Minerals Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended July 31, 2022, the nine months ended July 31, 2022 and the period from February 5, 2021 (inception) to July 31, 2021
(Expressed in United States dollars)
(Unaudited)
Mineral properties are not subject to depletion or amortization, but rather are tested for impairment when circumstances indicate that the carrying value may not be recoverable.
Development expenditures are those incurred subsequent to the establishment of economic recoverability and after receipt of project development approval from the Board of Directors. The approval from the Board of Directors will be dependent upon the Company obtaining sufficient financial resources, permits, and licenses to develop the mineral property. Development costs are capitalized and included in the carrying amount of the related property.
Mineral property and mine development costs capitalized are amortized using the units-of-production method over the estimated life of the proven and probable reserves
| d) | Economic recoverability of future economic benefits of exploration and evaluation assets |
Management has determined that exploration and evaluation of mineral properties and related acquisition costs incurred, which have been recognized on the condensed interim consolidated statements of financial position, are economically recoverable. Management uses several criteria in its assessments of economic recoverability and probability of future economic benefit including geological data, scoping studies, accessible facilities, and existing and future permits.
| e) | Principle of consolidation |
Subsidiaries are entities controlled by the Company and are included in the financial statements from the date that control commences until the date that control ceases. The accounting policies of subsidiaries are changed where necessary to align with the policies adopted by the Company. All intercompany balances are eliminated on consolidation.
The condensed interim consolidated financial statements include accounts of the Company and its wholly owned subsidiary, Ekidos, from the date of acquisition on February 3, 2022.
| f) | Leases |
As per IFRS 16 Leases (“IFRS 16”), at inception, the Company assesses whether a contract contains an embedded lease. A contract contains a lease when the contract conveys a right to control the use of an identified asset for a period of time in exchange for consideration.
The Company, as lessee, is required to recognize a right-of-use asset (“ROU asset”), representing its right to use the underlying asset, and a lease liability, representing its obligation to make lease payments.
The Company may elect to not apply IFRS 16 to leases with a term of less than 12 months, or to low value assets, which is made on an asset by asset basis.
The Company recognizes a ROU asset and a lease liability at the commencement of the lease. The ROU asset is initially measured based on the present value of lease payments, plus initial direct cost, less any incentives received. It is subsequently measured at cost less accumulated amortization, impairment losses and adjusted for certain remeasurements of the lease liability. The ROU asset is amortized from the commencement date over the shorter of the lease term or the useful life of the underlying as set. The ROU asset is subject to testing for impairment if there is an indicator of impairment.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by the interest rate implicit in the lease, or if that rate cannot be readily determined, the incremental borrowing rate. The incremental borrowing rate is the rate which the operation would have to pay to borrow over a similar term and with similar security, the funds necessary to obtain an asset of similar value to the ROU asset in a similar economic environment.
| 7 |
Arras Minerals Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended July 31, 2022, the nine months ended July 31, 2022 and the period from February 5, 2021 (inception) to July 31, 2021
(Expressed in United States dollars)
(Unaudited)
Lease payments included in the measurement of the lease liability are comprised of:
• fixed payments, including in-substance fixed payments;
• variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;
• amounts expected to be payable under a residual value guarantee;
• the exercise price under a purchase option that the Company is reasonably certain to exercise;
• lease payments in an optional renewal period if the Company is reasonably certain to exercise an extension option; and
• penalties for early termination of a lease unless the Company is reasonably certain not to terminate early.
The lease liability is subsequently increased by the interest cost on the lease liability and decreased by lease payments made. It is remeasured when there is a change in future lease payments arising from a change in an index or a rate, a change in the estimate of the amount expected to be payable under a residual value guarantee, or as appropriate, changes in the assessment of whether a purchase or extension option is reasonably certain to be exercised or a termination option is reasonably certain not to be exercised.
Variable lease payments that do not depend on an index or a rate not included in the initial measurement of the ROU asset and lease liability are recognized as an expense in profit or loss in the period in which they are incurred.
The ROU assets are presented within “Right-of-use assets” and the lease liabilities are presented in “Lease liability” on the condensed interim consolidated statement of financial position.
| g) | Critical accounting estimates, judgments and assumptions |
The preparation of the Company’s condensed interim consolidated financial statements in conformity with IFRS requires management to make judgments, estimates, and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The Company’s management reviews these estimates and underlying assumptions on an ongoing basis, based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to estimates are adjusted for prospectively in the period in which the estimates are revised
| i) | Asset acquisition versus business combination |
Management had to apply judgment with respect to whether the acquisition through the asset purchase agreement (as discussed in Notes 4 and 5) was an asset acquisition or business combination. The assessment required management to assess the inputs, processes and outputs of the company acquired at the time of the acquisition. Pursuant to the assessment, the asset purchase agreement was considered to be an asset acquisition.
| ii) | Fair value of net assets acquired |
The Company makes estimates in determining the fair value of the assets acquired as part of an acquisition. Management exercises judgment in estimating the probability and timing of when cash flows are expected to be achieved, which is used as the basis for estimating fair value. Future performance results that differ from management’s estimates could result in changes to liabilities recorded, which are recorded as they arise through profit or loss.
| iii) | Indicators of impairment |
Judgement is required in assessing whether certain factors would be considered an indicator of impairment. The Company considers both external and internal sources of information in assessing whether there are any indications that the Company’s assets are impaired, or reversal of impairment is needed. Factors considered include current and forecast economic conditions, internal projections and the Company’s market capitalization relative to its net asset carrying amount.
| iv) | Share-based payments |
The computation amount of share-based compensation is not based on historical cost but is derived based on subjective assumptions input into appropriate option pricing model to determine fair value at granting and the reporting dates. The model requires management to make forecasts as to future events, including estimates of: expected price volatility, the average future hold period of options and units, and the appropriate risk-free rate of interest. Changes in these input assumptions can significantly affect the fair value estimate.
| 8 |
Arras Minerals Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended July 31, 2022, the nine months ended July 31, 2022 and the period from February 5, 2021 (inception) to July 31, 2021
(Expressed in United States dollars)
(Unaudited)
| v) | Functional currency |
The Company is involved in the exploration of copper and base metal resources with continued operations that are heavily reliant on international economics such as the price and demand of coper and other commodities. The Company’s resources, future sales and competitive forces are measured in USD and based on these factors the Company has determined the functional currency of all its entities to be USD.
| vi) | Right-of-use assets and lease liabilities |
The right of use assets and lease liabilities are measured by discounting the future lease payments at incremental borrowing rate. The incremental borrowing rate is an estimated rate the Company would have to obtain an asset of a similar value to the right-of-use assets in a similar economic environment.
| 4. | ACQUISITION OF EKIDOS MINERALS LLP |
On February 3, 2022, the Company purchased 100% of the issued and outstanding shares of Ekidos. Total consideration was $1,000 cash. Ekidos is in the business of the exploration and evaluation of mineral properties in Kazakhstan.
The acquisition has been accounted for by the Company as a purchase of assets and assumption of liabilities. The acquisition did not qualify as a business combination under IFRS 3 - Business Combinations, as the significant inputs, processes and outputs, that together constitute a business, did not exist in Ekidos at the time of acquisition.
The following table summarizes the preliminary purchase price allocation:
| Purchase price: | ||||
| Cash | $ | 1,000 | ||
| Total consideration | 1,000 | |||
| Net assets acquired: | ||||
| Cash | 34,050 | |||
| Other receivables | 371,294 | |||
| Prepaid expenses | 577,551 | |||
| Inventory | 309 | |||
| Office and equipment | 44,938 | |||
| Mineral properties | 4,383,656 | |||
| Accounts payable and accrued liabilities | (95,798 | ) | ||
| Loans payable to Arras | (5,315,000 | ) | ||
| Total net assets acquired | $ | 1,000 | ||
| 9 |
Arras Minerals Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended July 31, 2022, the nine months ended July 31, 2022 and the period from February 5, 2021 (inception) to July 31, 2021
(Expressed in United States dollars)
(Unaudited)
| 5. | ASSET PURCHASE AND SEPARATION AND DISTRIBUTION AGREEMENTS |
On March 19, 2021, pursuant to an asset purchase agreement with Silver Bull, a majority shareholder (88% interest) and related party, Silver Bull transferred all of its rights, title and interest in and to the Beskauga Option Agreement, as described in Note 6, to the Company. The consideration payable by the Company to Silver Bull was $1,367,668, paid through the issuance of 36,000,000 common shares of the Company.
The fair value of the assets at the date of transfer was as follows:
| Mineral properties | $ | 327,690 | ||
| Mining equipment | 45,647 | |||
| Computer equipment and software | 9,331 | |||
| Loans to Ekidos (the “Silver Bull Loans”) | 985,000 | |||
| Net assets acquired | $ | 1,367,668 | ||
On September 24, 2021, pursuant to a Separation and Distribution Agreement, Silver Bull distributed to its shareholders one common share of the Company for each Silver Bull common share held by such shareholders, or 34,547,838 common shares of the Company in total (the “Distribution”). Upon completion of the Distribution, Silver Bull retained 1,452,162 common shares of the Company, representing a 4% interest in the Company on the Distribution date. As of July 31, 2022, Silver Bull owns nil common shares of the Company.
Further, Silver Bull warrant holders will receive, upon exercise of any Silver Bull warrant (the “Silver Bull Warrants”), for the original exercise price, one Silver Bull common share and one common share of the Company. The Company will receive $0.25 of the proceeds from the exercise of each of these Silver Bull Warrants. A total of 1,971,289 Silver Bull Warrants were outstanding at the time of the Distribution which, if all exercised, would require the Company to issue 1,971,289 common shares for proceeds of $492,822.
At the date of the Distribution, the assets transferred did not meet the definition of a business, as there were no substantive processes in place, and the transaction has been accounted for as an acquisition of assets, rather than a business combination. The transaction is accounted for in accordance with IFRS 2 – Share-based payments.
| 6. | BESKAUGA OPTION AGREEMENT |
On August 12, 2020, Silver Bull entered into the Beskauga Option Agreement with Copperbelt AG (“Copperbelt”) pursuant to which it has the exclusive right and option to acquire Copperbelt’s right, title and 100% interest in the Beskauga property located in Kazakhstan. Upon completion of Silver Bull’s due diligence on January 26, 2021, the Beskauga Option Agreement was finalized (the “Closing Date”).
On March 19, 2021, pursuant to an asset purchase agreement, Silver Bull transferred all its rights, title and interest in and to the Beskauga Option Agreement to the Company. The consideration payable by the Company to Silver Bull for the purchased assets was $1,367,668, paid through the issuance of 36,000,000 common shares of common shares in the capital of the Company (Note 5).
| 10 |
Arras Minerals Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended July 31, 2022, the nine months ended July 31, 2022 and the period from February 5, 2021 (inception) to July 31, 2021
(Expressed in United States dollars)
(Unaudited)
Under the terms of the Beskauga Option Agreement, the exploration expenditure requirements and incurred are summarized as follows:
| Period | Annual Expenditure Required | Cumulative Expenditure Required | Annual Expenditure Incurred | Cumulative Expenditure Incurred | ||||||||||||
| By January 26, 2022 (1 year from Closing Date) | $2 million | $2 million | $3.59 million | $3.59 million | ||||||||||||
| By January 26, 2023 (2 years from Closing Date) | $3 million | $5 million | $1.03 million | $4.62 million | ||||||||||||
| By January 26, 2024 (3 years from Closing Date) | $5 million | $10 million | n/a | $4.62 million | ||||||||||||
| By January 26, 2025 (4 years from Closing Date) | $5 million | $15 million | n/a | $4.62 million | ||||||||||||
Agreement, via investment agreements with Dostyk LLP, the holder of the Beskauga exploration license.
The Beskauga Option Agreement also provides that subject to the terms and conditions set forth in the Beskauga Option Agreement, after the Company or its affiliate has incurred the exploration expenditures (outlined above), the Company or its affiliate may exercise the Beskauga Option and acquire (i) the Beskauga Property by paying Copperbelt $15,000,000 in cash, (ii) the Beskauga Main Project only by paying Copperbelt $13,500,000 in cash, or (iii) the Beskauga South Project only by paying Copperbelt $1,500,000 in cash.
In addition, the Beskauga Option Agreement provides that subject to the terms and conditions set forth in the Beskauga Option Agreement, the Company or its affiliate may be obligated to make the following bonus payments (collectively, the “Bonus Payments”) to Copperbelt if the Beskauga Main Project or the Beskauga South Project is the subject of a bankable feasibility study in compliance with Canadian National Instrument 43-101 indicating gold equivalent resources in the amounts set forth below, with (i) (A) 20% of the Bonus Payments payable after completion of the bankable feasibility study or after the mineral resource statement is finally determined and (B) the remaining 80% of the Bonus Payments due within 15 business days of commencement of on-site construction of a mine for the Beskauga Main Project or the Beskauga South Project, as applicable, and (ii) up to 50% of the Bonus Payments payable in shares of the Company’s common shares to be valued at the 20-day volume-weighted average trading price of the shares on the Toronto Stock Exchange calculated as of the date immediately preceding the date such shares are issued:
| Gold equivalent resources | Cumulative Bonus Payments | |||
| Beskauga Main Project | ||||
| 3,000,000 ounces | $ | 2,000,000 | ||
| 5,000,000 ounces | $ | 6,000,000 | ||
| 7,000,000 ounces | $ | 12,000,000 | ||
| 10,000,000 ounces | $ | 20,000,000 | ||
| Beskauga South Project | ||||
| 2,000,000 ounces | $ | 2,000,000 | ||
| 3,000,000 ounces | $ | 5,000,000 | ||
| 4,000,000 ounces | $ | 8,000,000 | ||
| 5,000,000 ounces | $ | 12,000,000 | ||
The Beskauga Option Agreement may be terminated under certain circumstances, including (i) upon the mutual written agreement of the Company and Copperbelt; (ii) upon the delivery of written notice by the Company, provided that at the time of delivery of such notice, unless there has been a material breach of a representation or warranty given by Copperbelt that has not been cured, the Beskauga Property is in good standing; or (iii) if there is a material breach by a party of its obligations under the Beskauga Option Agreement and the other party has provided written notice of such material breach, which is incapable of being cured or remains uncured.
| 11 |
Arras Minerals Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended July 31, 2022, the nine months ended July 31, 2022 and the period from February 5, 2021 (inception) to July 31, 2021
(Expressed in United States dollars)
(Unaudited)
| 7. | PREPAID EXPENSES AND DEPOSITS |
| July 31, 2022 | October 31, 2021 | |||||||
| General insurance | $ | 19,983 | $ | 32,030 | ||||
| Exploration license insurance - current | 62,641 | — | ||||||
| Prepaid deposits - non-current | 33,482 | — | ||||||
| Exploration license insurance - non-current | 521,000 | — | ||||||
| $ | 637,106 | $ | 32,030 | |||||
The terms of the exploration license insurance agreements are equal to the remaining terms of the exploration licenses (7 to 8 years) from the effective dates.
| 8. | LOANS TO EKIDOS MINERALS LLP |
On March 19, 2021, pursuant to an asset purchase agreement, Silver Bull transferred $985,000 of loan receivable from Ekidos to the Company (Note 5), and loaned additional funds to Ekidos during the period ended October 31, 2021. During the period from November 1, 2021 to February 3, 2022, the Company loaned an additional $2,136,500 to Ekidos. As of February 3, 2022, upon the acquisition of Ekidos, the loans to Ekidos eliminate on consolidation.
| 12 |
Arras Minerals Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended July 31, 2022, the nine months ended July 31, 2022 and the period from February 5, 2021 (inception) to July 31, 2021
(Expressed in United States dollars)
(Unaudited)
| 9. | OFFICE AND EQUIPMENT |
| Mining Equipment | Computer Equipment and Software | Office Equipment | Vehicles | Total | ||||||||||||||||
| Cost | ||||||||||||||||||||
| Assets acquired on acquisition | 45,647 | 9,331 | — | — | $ | 54,978 | ||||||||||||||
| Additions | 71,855 | — | — | — | 71,855 | |||||||||||||||
| Balance, October 31, 2021 | 117,502 | 9,331 | — | — | 126,833 | |||||||||||||||
| Acquisition (Note 4) | — | 1,955 | 799 | 42,184 | 44,938 | |||||||||||||||
| Additions | 5,042 | 24,654 | 21,913 | 36,503 | 88,112 | |||||||||||||||
| Balance, July 31, 2022 | 122,544 | 35,940 | 22,712 | 78,687 | $ | 259,883 | ||||||||||||||
| Depreciation | ||||||||||||||||||||
| Depreciation expense | 14,033 | 7,634 | — | — | $ | 21,667 | ||||||||||||||
| Balance, October 31, 2021 | 14,033 | 7,634 | — | — | 21,667 | |||||||||||||||
| Depreciation expense | 17,823 | 3,342 | 1,490 | 3,455 | 26,110 | |||||||||||||||
| Balance, July 31, 2022 | 31,856 | 10,976 | 1,490 | 3,455 | $ | 47,777 | ||||||||||||||
| Carrying amounts | ||||||||||||||||||||
| Balance, October 31, 2021 | 103,469 | 1,697 | — | — | $ | 105,166 | ||||||||||||||
| Balance, July 31, 2022 | 90,688 | 24,964 | 21,222 | 75,232 | $ | 212,106 | ||||||||||||||
During the nine months ended July 31, 2022, the Company acquired mining equipment and computer equipment and software and vehicles of $44,938 from acquisition of Ekidos. (Note 4).
During the period from inception on February 5, 2021 to October 31, 2021, the Company acquired mining equipment and computer equipment and software of $54,978 pursuant to an asset purchase agreement with Silver Bull (Note 5).
| 13 |
Arras Minerals Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended July 31, 2022, the nine months ended July 31, 2022 and the period from February 5, 2021 (inception) to July 31, 2021
(Expressed in United States dollars)
(Unaudited)
| 10. | MINERAL PROPERTIES – EXPLORATION AND EVALUATION ASSET |
The Company, through the asset purchase agreement (Note 5), entered into an option agreement dated August 12, 2020 with Copperbelt, to earn up to a 100% interest in the Beskauga project and through acquisition of Ekidos (Note 4), which holds other exploration licenses located in Kazakhstan
On February 3, 2022, the Company acquired Ekidos for the total consideration of $1,000 including a $4,383,656 mineral property – exploration and evaluation asset (Note 4). At the time of acquisition, the Company completed an impairment assessment and no indicators of impairment were identified.
| Balance, February 5, 2021 | $ | — | ||
| Pursuant to asset purchase agreement (Note 5) | 327,690 | |||
| Common shares issued to finder (Note 12) | 323,913 | |||
| Balance, October 31, 2021 | $ | 651,603 | ||
| Acquisition of Ekidos (Note 4) | 4,383,656 | |||
| Balance, July 31, 2022 | $ | 5,035,259 |
| 11. | RIGHT-OF-USE ASSET AND LEASE LIABILITY |
The Company entered into a lease agreement for its corporate head office commencing March 1, 2022, until February 28, 2026. Upon entering into this lease, the Company recognized a right-of use (“ROU”) asset in the amount of $319,521, and a corresponding lease liability in the same amount ($319,521). The lease liability is measured at amortized cost using the incremental borrowing rate of 10.02%.
The continuity of the ROU asset and lease liability for the period ended July 31, 2022 is as follows:
Right-of-use asset
| ROU asset as of October 31, 2021 | $ | — | ||||
| Additions | 319,521 | |||||
| Depreciation | (33,283 | ) | ||||
| Value of ROU asset as of July 31, 2022 | $ | 286,238 | ||||
Lease liability
| Lease liability recognized as of October 31, 2021 | $ | — | ||
| New office lease | 319,521 | |||
| Lease payments | (39,530 | ) | ||
| Lease interest | 10,140 | |||
| Lease liability recognized as at July 31, 2022 | $ | 290,131 | ||
| Current portion | $ | 68,914 | ||
| Non-current portion | 221,217 | |||
| Closing balance | $ | 290,131 | ||
Undiscounted lease payment obligations
| Less than one year | $ | 94,875 | ||
| One to four years | 253,001 | |||
| Total undiscounted lease liabilities | $ | 347,876 | ||
| 14 |
Arras Minerals Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended July 31, 2022, the nine months ended July 31, 2022 and the period from February 5, 2021 (inception) to July 31, 2021
(Expressed in United States dollars)
(Unaudited)
| 12. | SHARE CAPITAL |
| a) | Authorized |
Unlimited number of common shares and an unlimited number of preferred shares, without par value.
| b) | Issued and outstanding |
Preferred shares
No preferred shares have been issued.
Common shares
As of July 31, 2022, there are 52,566,150 common shares issued and outstanding.
During the nine months ended July 31, 2022, the following transactions occurred:
On November 21, 2021, the Company completed the second tranche of a private placement for 2,106,000 common shares at a price of $CDN 1.00 per common share for gross proceeds of $CDN 2,106,000 ($1,670,756). The Company incurred other offering costs associated with the second tranche of private placement of $4,900 and issued in aggregate 21,630 common shares fair valued at CDN $21,630 ($17,208) as finder’s fees.
On December 20, 2021, the Company completed the third and final tranche of a private placement for 1,520,000 common shares at a price of $CDN 1.00 per common share for gross proceeds of $CDN 1,520,000 ($1,186,388). The Company paid finder’s fees totaling $CDN 50,000 ($39,026) to an agent with respect to certain purchasers who were introduced by the agent. The Company incurred other offering costs associated with the third and final tranche of private placement of $5,644 and issued in aggregate 24,420 common shares fair valued at $CDN 24,420 ($19,427) as finder’s fees.
On May 30, 2022, the Company completed a private placement for 1,091,000 common shares at a price of $CDN 1.50 per common share for gross proceeds of $CDN 1,636,500 ($1,285,579). The Company paid finder’s fees totaling $14,016 to an agent with respect to certain purchasers who were introduced by the agent. The Company incurred other offering costs associated with the private placement of $8,111, of which $8,069 is included in accounts payable and accrued liabilities at July 31, 2022.
During the period ended October 31, 2021, the following transactions occurred:
On February 5, 2021, the Company issued 100 common shares at a price of $0.01 per common share for gross proceeds of $1 in connection with the incorporation of the Company.
On March 19, 2021, the Company issued 36,000,000 common shares for gross consideration of $1,367,668 for an asset purchase agreement (Note 4).
On April 1, 2021, the Company completed a private placement for 5,035,000 common shares at a price of $CDN 0.50 per common share for gross proceeds of $CDN 2,517,500 ($2,001,352). No placement agent or finder’s fees were paid in connection with the private placement. The Company incurred other offering costs associated with the private placement of $21,761, of which $924 is included in accounts payable and accrued liabilities at October 31, 2021.
On October 21, 2021, the Company completed the initial tranche of a private placement for 6,368,000 common shares at a price of $CDN 1.00 per common share for gross proceeds of $CDN 6,368,000 ($5,107,282). The Company paid finder’s fees totaling $28,927 to an agent with respect to certain purchasers who were introduced by the agent. The Company incurred other offering costs associated with the initial tranche of private placement of $25,794, of which $52,801 and $24,798 are included in accounts payable and accrued liabilities at October 31, 2021 and January 31, 2022, respectively.
On October 25, 2021, pursuant to a finder’s fee agreement, the Company issued 400,000 common shares to UMS Project Limited Partnership for the introduction of Copperbelt AG and earning an interest in mineral property licenses from Copperbelt AG located in Kazakhstan (Note 5).
| 15 |
Arras Minerals Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended July 31, 2022, the nine months ended July 31, 2022 and the period from February 5, 2021 (inception) to July 31, 2021
(Expressed in United States dollars)
(Unaudited)
| c) | Stock options |
Pursuant to the Company’s Equity Incentive Plan (the “Plan”) approved by the Board of Directors, the Company grants stock options to employees, directors, officers and advisors. Under the Plan, options can be granted for a maximum term of ten years and the stock options shall vest in three equal installments, with one third of the options vesting on each of the grant date, the first-year anniversary of the grant date and the second anniversary of the grant date, unless otherwise designated by the Board. Further, the exercise price shall not be less than the price of the Company’s common shares on the date of the stock option grant.
During the nine months ended July 31, 2022, the Company granted options to acquire 400,000 common shares with a weighted-average grant-date fair value of $0.46 per share and an exercise price of $CDN 1.00 per share.
During the period from inception on February 5, 2021 to October 31, 2021, the Company granted options to acquire 5,220,000 common shares with a weighted-average grant-date fair value of $0.22 per share and an exercise price of $CDN 0.50 per share.
No options were exercised during the nine months ended July 31, 2022 and from inception on February 5, 2021 to October 31, 2021. Stock option transactions are summarized as follows:
| Number of Options | Weighted Average Exercise Price | |||||||||
| Balance, February 5, 2021 (incorporation) | — | $ | — | |||||||
| Issued | 5,220,000 | 0.40 | ||||||||
| Cancelled | (160,000 | ) | 0.40 | |||||||
| Balance, October 31, 2021 | 5,060,000 | 0.40 | ||||||||
| Issued | 400,000 | 0.79 | ||||||||
| Cancelled | (300,000 | ) | 0.40 | |||||||
| Balance, July 31, 2022 | 5,160,000 | $ | 0.42 | |||||||
| 16 |
Arras Minerals Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended July 31, 2022, the nine months ended July 31, 2022 and the period from February 5, 2021 (inception) to July 31, 2021
(Expressed in United States dollars)
(Unaudited)
The following options were outstanding and exercisable at July 31, 2022:
| Grant Date | Expiry Date | Exercise Price | Number of Options Outstanding | Number of Options Exercisable | Weighted Average Remaining Life | |||||||||||||
| April 15, 2021 | April 14, 2026 | $CDN 0.50 ($0.40) | 3,700,000 | 1,233,333 | 3.71 | |||||||||||||
| August 5, 2021 | August 4, 2026 | CDN 0.50 ($0.40) | 800,000 | 266,667 | 4.02 | |||||||||||||
| September 24, 2021 | September 23, 2026 | CDN 0.50 ($0.40) | 260,000 | 86,666 | 4.15 | |||||||||||||
| December 7, 2021 | December 7, 2026 | CDN 1.00 ($0.79) | 100,000 | 33,333 | 4.36 | |||||||||||||
| March 2, 2022 | March 2, 2027 | CDN 1.00 ($0.79) | 300,000 | 100,000 | 4.59 | |||||||||||||
| 5,160,000 | 1,719,999 | |||||||||||||||||
The weighted average remaining contractual life for options outstanding at July 31, 2022 is 3.84 years. The total fair value of options granted during the nine months ended July 31, 2022, was $182,052, of which $92,634 was recognized in share-based payments in the condensed interim consolidated statement of comprehensive loss with a corresponding increase in reserves. The remaining amount of $82,119 will be expensed as the remaining unvested options vest.
Total share-based payments recognized during the three and nine months ended July 31, 2022, was $92,634 and $401,192, respectively (2021 – $124,991 and $430,867) which was expensed in the interim consolidated statements of comprehensive loss.
During the nine months ended July 31, 2022, $301,259 of share-based payments related to grants from prior periods. As of July 31, 2022, the remaining unrecognized compensation expenses of $148,776 relating to these previously granted options will be expensed as the remaining unvested options vest
As of July 31, 2022, the total of remaining unrecognized compensation expenses of $230,895 will be expensed.
The Company applies the fair value method using the Black-Scholes option pricing model in accounting for its stock options granted. Accordingly, share-based payments of $177,930 were recognized as personnel expenses for options granted to employees, $137,363 were recognized in directors’ fees for options granted to directors and $85,899 was recognized as exploration for options granted to employees and consultants for the nine months ended July 31, 2022.
A summary of the range of assumptions used to value stock options granted for the nine months ended July 31, 2022 and from inception on February 5, 2021 to October 31, 2021 is as follows:
| Options | For the Period Ended July 31, 2022 | For the Period from Inception on February 5, 2021 to October 31, 2021 | ||||||
| Expected volatility | 78% - 80% | 75% - 79% | ||||||
| Risk-free interest rate | 1.23% | 0.46% - 1.03% | ||||||
| Expected life (in years) | 3 – 5 | 3 – 5 | ||||||
| Dividend rate | — | — | ||||||
The expected volatility assumption is based on the historical and implied volatility of the comparable companies’ common share price. The risk-free interest rate assumption is based on yield curves on government zero-coupon bonds with a remaining term equal to the stock options’ expected life. The Company has not paid and does not anticipate paying dividends on its common stock. Companies are required to utilize an estimated forfeiture rate when calculating the expense for the reporting period. Based on the best estimate, management applied the estimated forfeiture rate of 0% in determining the expense recorded in the accompanying statements of comprehensive loss.
| 17 |
Arras Minerals Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended July 31, 2022, the nine months ended July 31, 2022 and the period from February 5, 2021 (inception) to July 31, 2021
(Expressed in United States dollars)
(Unaudited)
| d) | Shares issuable for Silver Bull Warrants |
Pursuant to the Distribution (Note 5), warrant holders will receive, upon exercise of any Silver Bull Warrant, one Silver Bull common share and one common share of the Company. The Company will receive $0.25 of the proceeds from the exercise of each of these warrants.
A continuity of the Company’s shares issuable for Silver Bull Warrants is as follows:
| Warrants | Shares | Weighted Average Exercise Price Per Arras share issuable | Weighted Average Exercise Price Per Silver Bull Share issuable | |||||||||
| Balance, February 5, 2021 | — | $ | — | $ | — | |||||||
| Issuable pursuant to the Distribution with Silver Bull | 1,971,289 | 0.25 | 0.34 | |||||||||
| Balance, July 31, 2022 and October 31, 2021 | 1,971,289 | $ | 0.25 | $ | 0.34 | |||||||
No warrant were issued during the nine months ended July 31, 2022.
No warrants were exercised during the nine months ended July 31, 2022 and from inception on February 5, 2021 to October 31, 2021.
The following warrants were outstanding at July 31, 2022:
| Expiry Date | Exercise Price | Number of Options Outstanding | Weighted Average Remaining Life | |||||||||
| October 27, 2025 | $ | 0.25 | 1,971,289 | 3.25 | ||||||||
| 13. | RELATED PARTY TRANSACTIONS |
Included in accounts payable and accrued liabilities at July 31, 2022 is $25,391 (October 31, 2021 - $104,226) due to officers and directors of the Company for their compensation and services.
As at July 31, 2022, due from related party consists of $437 due from Silver Bull for shared employees’ salaries and office expenses (October 31, 2021 - $2,808). The balance of due from related party is interest free and is to be repaid on demand.
During the nine months ended July 31, 2022 and the period from February 5, 2021 to July 31, 2021, expenses totalling $291,425 and $260,703 were incurred by Silver Bull on the Company’s behalf, which was offset by an incurred shared office rent. If specific identification of expenses is not practicable, a proportional cost allocation based on management’s estimation is applied.
| July 31, 2022 | For the Period from February 5, 2021 to July 31, 2021 | |||||||
| Directors’ fees | $ | 8,998 | $ | 22,647 | ||||
| Personnel | 274,923 | 189,196 | ||||||
| Office and administrative | 7,504 | 48,860 | ||||||
| $ | 291,425 | $ | 260,703 | |||||
| 18 |
Arras Minerals Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended July 31, 2022, the nine months ended July 31, 2022 and the period from February 5, 2021 (inception) to July 31, 2021
(Expressed in United States dollars)
(Unaudited)
During the nine months ended July 31, 2022 and the period from February 5, 2021 to July 31, 2021, the Company paid or accrued the following amounts to officers, directors or companies controlled by officers and/or directors:
| July 31, 2022 | For the Period from February 5, 2021 to July 31, 2021 | |||||||
| Share-based payment | $ | 299,711 | $ | 350,679 | ||||
| Directors’ fees | 90,975 | 47,963 | ||||||
| Personnel | 449,066 | 182,320 | ||||||
| $ | 839,752 | $ | 580,962 | |||||
| 14. | COMMITMENTS AND CONTINGENCIES |
Contractual obligated per calendar year requirements as at July 31, 2022 are as follows:
| < 1 year | 1-2 years | 2-3 years | 3-4 years | 4-5 years | Thereafter | Total | ||||||||||||||||||||||
| Lease commitments (Note 11) | 39,531 | 96,312 | 98,035 | 99,759 | 14,239 | — | 347,876 | |||||||||||||||||||||
| Beskauga Option agreement commitments (Note 6) | 383,771 | 5,000,000 | 5,000,000 | — | — | — | 10,383,771 | |||||||||||||||||||||
| Exploration licenses expenditure commitments | 259,628 | 1,122,630 | 1,122,630 | 1,122,630 | 1,122,630 | 1,602,219 | 6,352,367 | |||||||||||||||||||||
| 682,930 | 6,218,942 | 6,220,665 | 1,222,389 | 1,136,869 | 1,602,219 | 17,084,014 | ||||||||||||||||||||||
The Company’s commitments include contractually obligated payments associated to its office lease (Note 11), the exploration expenditure requirements under the Beskauga Option Agreement (detailed in Note 6), and minimum expenditure requirements to maintain its exploration licenses as mandated by Kazakh government authorities to keep the tenements in good standing.
| 15. | SUPPLEMENTAL CASH FLOW INFORMATION |
As at July 31, 2022, cash and cash equivalents consist of guaranteed investment certificates of $66,077 October 31, 2021 – $44,971) and $1,887,114 in cash (October 31, 2021 - $3,761,320) held in bank accounts.
| July 31, 2022 | For the Period from February 5, 2021 to July 31, 2021 | |||||||
| Supplemental information | ||||||||
| Interest paid | — | $ | — | |||||
| Income taxes paid | — | — | ||||||
| Non-cash investing and financing activities | ||||||||
| Shares issued to agent | 36,635 | $ | — | |||||
| Offering costs included in accounts payable and liabilities | 8,069 | 18,538 | ||||||
| Right-of-use assets recognized (Note 11) | 319,521 | — | ||||||
| Acquisition of assets for common shares | — | 1,367,668 | ||||||
| 16. | FINANCIAL INSTRUMENTS |
The Company’s financial instruments consist of cash and cash equivalents, accounts payable and accrued liabilities, finance and operating lease liability and due from related party. The Company’s risk exposure and the impact on the Company’s financial instruments are summarized below.
| a) | Credit risk |
The Company’s credit risk on other receivables and due from related party is negligible.
Credit risk is the risk of financial loss to the Company if a counter party to a financial instrument fails to meet its payment obligations. The Company is exposed to credit risk with respect to its cash and cash equivalents and amounts due from related parties. Management believes that the credit risk concentration with respect to cash and cash equivalents is remote as it maintains accounts with highly rated financial institutions. Cash and cash equivalents are denominated in $USD, $CDN and Kazakh Tenge, and consist of guaranteed investment certificates for the terms of less than 100 days acquired from a Canadian financial institution.
| b) | Liquidity risk |
Liquidity risk is the risk that the Company will encounter difficulty in satisfying its financial obligations as they become due. The Company manages its liquidity risk by forecasting cash flows from operations and anticipating investing and financing activities. As at July 31, 2022, the Company had working capital of $1,653,640 (October 31, 2021 - $6,493,934) and cash and cash equivalents of $1,953,191 (October 31, 2021 - $3,806,291), and is not exposed to significant liquidity risk at this time. However, since the Company is in the exploration stage, it will periodically have to raise funds to continue operations and intends to raise further financing through private placements. As at July 31, 2022, the Company expects that its working capital position provides sufficient resources available to meet its contractual obligations for the ensuing 12 months.
| c) | Market risk |
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, foreign currency risk and other price risk. The Company is not currently exposed to any significant interest rate risk or other price risk. The Company is exposed to foreign currency risk with respect to cash denominated in Canadian dollars. As at July 31, 2022, a 10% strengthening (weakening) of the Canadian dollar against the United States dollar would have increased (decreased) the Company’s comprehensive loss by approximately $87,000 for the period ended July 31, 2022.
The Company also maintains a minimum cash balance of local currency in bank account in Kazakhstan and the Company assessed such foreign currency risk as low.
The Company has not hedged any of its foreign currency risks.
| d) | Commodity price risk |
The ability of the Company to raise funds to explore and develop its exploration and evaluation assets and the future profitability of the Company are directly related to the price of copper and gold. The Company monitors copper and gold prices to determine the appropriate course of action to be taken.
| e) | Fair value hierarchy |
Fair value measurements of financial instruments are required to be classified using a fair value hierarchy that reflects the significant of inputs used in making the measurements. The levels of the fair value hierarchy are defined as follows:
Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3 – Inputs for assets or liabilities that are not based on observable market data.
The Company’s financial instruments classified as Level 1 in the fair value hierarchy are cash and cash equivalents, other receivables, accounts payable and accrued liabilities and due from related party. The carrying values approximate the fair values due to the short-term maturity of these instruments. There were no transfers between fair value levels during the nine months ended July 31, 2022.
| 19 |
Arras Minerals Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended July 31, 2022, the nine months ended July 31, 2022 and the period from February 5, 2021 (inception) to July 31, 2021
(Expressed in United States dollars)
(Unaudited)
| 17. | CAPITAL MANAGEMENT |
The Company defines its capital as shareholders’ equity. Capital requirements are driven by the Company’s general operations and exploration. To effectively manage the Company’s capital requirements, the Company monitors expenses and overhead to ensure costs and commitments are being paid. The Company is not subject to any externally imposed capital requirements. The Company did not change its approach to capital management during the nine months ended July 31, 2022.
| 18. | SEGMENTED INFORMATION |
Operating segments
The Company operated in a single reportable operating segment - the acquisition, exploration and evaluation of mineral properties, with its head office function in Canada. As at July 31, 2022, the Company’s exploration and evaluation assets are currently located in Kazakhstan.
The following table details the allocation of assets included in the accompanying statement of financial position at July 31, 2022:
| Canada | Kazakhstan | Total | ||||||||||
| Cash and cash equivalents | $ | 1,048,000 | $ | 905,000 | $ | 1,953,000 | ||||||
| Other receivables | 24,000 | 16,000 | 40,000 | |||||||||
| Prepaid expenses | 20,000 | 63,000 | 83,000 | |||||||||
| Office and equipment, net | 92,000 | 120,000 | 212,000 | |||||||||
| Minerals properties | — | 5,035,000 | 5,035,000 | |||||||||
| Right-of use assets | 286,000 | — | 286,000 | |||||||||
| Other non-current assets | 33,000 | — | 33,000 | |||||||||
| Prepaid expense non-current | 521,000 | 521,000 | ||||||||||
| $ | 1,503,000 | $ | 6,660,000 | $ | 8,163,000 | |||||||
The following table details the allocation of assets included in the accompanying statement of financial position at October 31, 2021:
| Canada | Kazakhstan | Total | ||||||||||
| Cash and cash equivalents | $ | 3,806,000 | $ | — | $ | 3,806,000 | ||||||
| Other receivables | 16,000 | — | 16,000 | |||||||||
| Prepaid expenses | 32,000 | — | 32,000 | |||||||||
| Due from related party | 3,000 | — | 3,000 | |||||||||
| Loans to Ekidos Minerals LLP | 3,178,000 | — | 3,178,000 | |||||||||
| Office and equipment, net | 105,000 | — | 105,000 | |||||||||
| Mineral properties | — | 652,000 | 652,000 | |||||||||
| $ | 7,140,000 | $ | 652,000 | $ | 7,792,000 | |||||||
| 20 |
Arras Minerals Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended July 31, 2022, the nine months ended July 31, 2022 and the period from February 5, 2021 (inception) to July 31, 2021
(Expressed in United States dollars)
(Unaudited)
| 19. | SUBSEQUENT EVENTS |
On August 15, 2022, exploration license No. 1819-EL for the Besshoky, located in northeastern Kazakhstan, was granted to the Company.
On September 22, 2022, the Company granted options to acquire 300,000 common shares with an exercise price of $CDN 0.36 per share.
| 21 |
Exhibit 99.2
Management’s Discussion and Analysis
For the three months ended July 31, 2022 and 2021, the nine months ended July 31, 2022
and the period from February 5, 2021 (inception) to July 31, 2021
(Expressed in United States dollars)
ARRAS MINERALS CORP.
Management’s Discussion and Analysis
For the three months ended July 31, 2022 and 2021, the nine months ended July 31, 2022 and the period from February 5, 2021 (inception) to July 31, 2021
(Expressed in United States Dollars, except as noted)
Introduction
This management’s discussion and analysis (“MD&A”), prepared as of September 22, 2022, reviews and summarizes the activities of Arras Minerals Corp. (the “Company” or “Arras”) for the three and nine months ended July 31, 2022, and was prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. This MD&A is intended to supplement the Company’s unaudited condensed interim consolidated financial statements for the three months ended July 31, 2022 and 2021, the nine months ended July 31, 2022 and the Company’s audited financial statements for the period from February 5, 2021 to October 31, 2021, and the related notes contained respectively therein which have been prepared under IFRS. All amounts are in U.S. dollars unless otherwise specified.
Management is responsible for the preparation and integrity of the financial statements, including the maintenance of appropriate information systems, procedures and internal controls to ensure that information used internally or disclosed externally, including the MD&A, is complete and reliable.
The Company’s common shares are traded on the TSX Venture Exchange (the “TSXV”) under the symbol “ARK” and its most recent filings are available on the System for Electronic Document Analysis and Retrieval (“SEDAR”) and can be accessed at www.sedar.com.
GENERAL BUSINESS OVERVIEW
Arras was incorporated on February 5, 2021, under the Business Corporations Act (British Columbia) as a wholly owned subsidiary of Silver Bull Resources, Inc. (“SVB” or “Silver Bull”). Arras was formed to hold SVB’s interests in the Beskauga property located in Kazakhstan (the “Beskauga Property”), which consists of the Beskauga Main project (the “Beskauga Main Project”) and the Beskauga South project (the “Beskauga South Project” and together with the Beskauga Main Project, the “Beskauga Project”). On September 24, 2021, SVB completed the Spin Out (as defined below) and shareholders of SVB were issued a total of 34,547,838 common shares in the capital of the Company (each a “Common Share”). The Company’s head office is located at Suite 1605, 777 Dunsmuir Street, Vancouver, British Columbia, Canada, V7Y 1K4 and its registered and records office is located at Suite 2600, 595 Burrard Street, Vancouver, British Columbia, Canada, V7X 1L3.
On March 19, 2021, SVB transferred its Kazakh assets to the Company pursuant to the terms of an Asset Purchase Agreement (the “APA”) in exchange for the issuance of 36,000,000 Common Shares of the Company to SVB (the “Asset Transfer”). The transferred assets included an option agreement with respect to the Beskauga Property (the “Beskauga Option Agreement”), a joint venture agreement with respect to the Stepnoe and Ekidos properties and loans payable by Ekidos Minerals LLP (“Ekidos LLP”) to SVB. Subsequently, on September 24, 2021, SVB distributed 34,547,838 Common Shares issued to SVB in respect of the Asset Transfer to its shareholders by way of a special dividend, on the basis of one Common Share for each common share in the capital of SVB (the “Distribution” and, together with the Asset Transfer, the “Spin Out”). Prior to completion of the Spin Out, the Company entered into a Separation and Distribution Agreement (the “Separation and Distribution Agreement”) with Silver Bull. The Separation and Distribution Agreement set forth the Company’s agreements with Silver Bull regarding the principal actions to be taken in connection with the Distribution and the Spin Out.
On February 3, 2022, the Company purchased 100% of the issued and outstanding shares of Ekidos LLP and Ekidos LLP became a wholly-owned subsidiary of the Company. The total consideration was $1,000 as described below.
Arras is an exploration stage company, engaged in the business of mineral exploration. The Company’s exploration is focused on discovering and delineating mineral resources at the Company’s material property, the Beskauga Project.
| 1 |
ARRAS MINERALS CORP.
Management’s Discussion and Analysis
For the three months ended July 31, 2022 and 2021, the nine months ended July 31, 2022 and the period from February 5, 2021 (inception) to July 31, 2021
(Expressed in United States Dollars, except as noted)
OVERALL PERFORMANCE AND RESULTS OF operationS
The following selected information has been derived from the Company’s condensed interim consolidated financial statements for the three months ended July 31, 2022 and 2021, the nine months ended July 31, 2022 and the period from Incorporation on February 5, 2021 to October 31, 2021, and should be read in conjunction with the Company’s condensed interim consolidated financial statements, which are available at www.sedar.com:
| July 31, 2022 | October 31, 2021 | |||||||
| $ | $ | |||||||
| Cash and cash equivalents | 1,953,191 | 3,806,2191 | ||||||
| Mineral properties | 5,035,259 | 651,603 | ||||||
| Total assets | 8,164,342 | 7,792,327 | ||||||
| Current liabilities | 422,617 | 541,624 | ||||||
| Total liabilities | 643,834 | 541,624 | ||||||
| Working capital | 1,653,640 | 6,493,934 | ||||||
| For the three months ended July 31, 2022 | For the three months ended July 31, 2021 | For the nine months ended July 31, 2022 | For the period from February 5 to July 31, 2021 | |||||||||||||
Expenses | $ | $ | $ | $ | ||||||||||||
| Exploration | 819,022 | 273,525 | 2,512,904 | 355,329 | ||||||||||||
| Personnel | 215,823 | 155,000 | 740,300 | 356,576 | ||||||||||||
| Professional services | 63,410 | 237,010 | 256,091 | 393,108 | ||||||||||||
| Directors’ fees | 62,265 | 83,781 | 229,057 | 224,334 | ||||||||||||
| Office and administrative | 33,527 | 12,411 | 98,849 | 24,295 | ||||||||||||
| Marketing and shareholders’ communication | 63,170 | 5,134 | 121,930 | 5,531 | ||||||||||||
| Depreciation | 20,577 | 8,420 | 34,295 | 13,247 | ||||||||||||
| Loss from operations | (1,277,794 | ) | (775,281 | ) | (3,993,426 | ) | (1,372,420 | ) | ||||||||
| Foreign exchange (loss) gain | (116,315 | ) | (4,282 | ) | (209,161 | ) | 29,796 | |||||||||
| Interest income | 142 | — | 174 | — | ||||||||||||
| Other (loss) income | (116,173 | ) | (4,282 | ) | (208,987 | ) | 29,796 | |||||||||
Net and Comprehensive Loss for the Period | (1,393,967 | ) | (779,563 | ) | (4,202,413 | ) | (1,342,624 | ) | ||||||||
Basic and Diluted Loss Per Common Share | (0.03 | ) | (0.02 | ) | (0.08 | ) | (0.04 | ) | ||||||||
Weighted Average Number of Common Shares Outstanding | 52,210,389 | 41,035,100 | 51,245,224 | 30,870,753 | ||||||||||||
For the three months ended July 31, 2022 and 2021
For the three months ended July 31, 2022, the Company had no revenue and incurred a net loss of $1,393,967 compared to a net loss of $779,563 for the same period last year.
Exploration costs
Exploration costs increased $545,497 to $819,022 for the three months ended July 31, 2022 as compared to $273,525 for the same period last year. The increase was mainly the result of the Company’s acquisition of Ekidos LLP on February 3, 2022 and as such, including Ekidos’ operational results from the date of acquisition, as well as an increase in the exploration activities at Beskauga.
| 2 |
ARRAS MINERALS CORP.
Management’s Discussion and Analysis
For the three months ended July 31, 2022 and 2021, the nine months ended July 31, 2022 and the period from February 5, 2021 (inception) to July 31, 2021
(Expressed in United States Dollars, except as noted)
Personnel
Personnel costs for the three months ended July 31, 2022 were $215,823 compared to $155,000 for the same period last year. The increase was mainly due to the addition of the Company’s president commencing in October 2021, and revised agreements with the Company’s management, which increased compensation.
Professional services
Professional fees decreased $173,600 to $63,410 for the three months ended July 31, 2022 as compared to $237,010 for the same period last year. The decrease was mainly due to legal costs incurred in relation to the Company’s incorporation and separation from Silver Bull for the same period last year.
Directors’ fees
Directors’ fees decreased $21,516 to $62,265 for the three months ended July 31, 2022 as compared to the $83,781 for the same period last year. The decrease was mainly due to a $17,032 decreased in director fees as the result of revised agreements with the Company’s directors, which decreased director fees and a $4,484 decreased in stock-based compensation compared to the same period last year.
Office and administrative
Office and administrative costs increased $21,116 to $33,527 for the three months ended July 31, 2022 as compared to $12,411 for the same period last year. The increase was mainly due to obtaining a corporate office commencing in March 2022, and corporate travel costs.
Stock-based compensation
Stock-based compensation was a factor in the fluctuations in general and administrative expenses. Overall stock-based compensation included in general and administrative expense decreased to $73,584 for the three months ended July 31, 2022 from $100,060 for the same period last year. The decrease was mainly due to a result of stock options granted and vested to employees, directors and consultants in April 2021.
For the nine months ended July 31, 2022 and the period from February 5 to July 31, 2021
For the nine months ended July 31, 2022, the Company had no revenue and incurred a net loss of $4,202,413 compared to a net loss of $1,342,624 for the period from February 5 to July 31, 2021.
Exploration costs
Exploration costs increased $2,157,575 to $2,512,904 for the nine months ended July 31, 2022 as compared to $355,329 for the period from February 5 to July 31, 2021. The significant increase was mainly the result of the Company’s acquisition of Ekidos LLP on February 3, 2022 and as such, including Ekidos’ operational results from the date of acquisition, as well as an increase in the exploration activities at Beskauga.
Personnel
Personnel costs for the nine months ended July 31, 2022 were $740,300 compared to $356,576 for the period from February 5, 2021 to July 31, 2021. The increase was mainly due to the addition of the Company’s president commencing in October 2021 and revised agreements with the Company’s management, which increased compensation.
Professional services
Professional fees decreased $137,017 to $256,091 for the nine months ended July 31, 2022 as compared to $393,108 for the period from February 5, 2021 to July 31, 2021. The decrease was mainly due to legal costs incurred in relation to the Company’s incorporation and separation from Silver Bull for the period from February 5, 2021 to July 31, 2021, which was offset by a $49,000 increase in accounting fees.
Directors’ fees
Directors’ fees of $229,057 for the nine months ended July 31, 2022 were similar to the $224,334 in such costs for the period from February 5, 2021 to July 31, 2021. The Company recorded $137,362 in stock-based compensation for the nine months ended July 31, 2022 compared $176,317 in stock-based compensation for the period from February 5, 2021 to July 31, 2021. The decrease in the stock-based compensation was offset by a $43,731 increase in director fees as a result of revised directors’ fees compared to the period from February 5, 2021 to July 31, 2021.
| 3 |
ARRAS MINERALS CORP.
Management’s Discussion and Analysis
For the three months ended July 31, 2022 and 2021, the nine months ended July 31, 2022 and the period from February 5, 2021 (inception) to July 31, 2021
(Expressed in United States Dollars, except as noted)
Office and administrative
Office and administrative costs increased $74,554 to $98,849 for the nine months ended July 31, 2022 as compared to $24,295 for the period from February 5, 2021 to July 31, 2021. The increase was mainly due to obtaining a corporate office commencing in March 2022, and corporate travel costs.
Stock-based compensation
Stock-based compensation was a factor in the fluctuations in general and administrative expenses. Overall stock-based compensation included in general and administrative expense decreased to $315,292 for the nine months ended July 31, 2022 from $358,000 for the period from February 5, 2021 to July 31, 2021. The decrease was mainly due to a result of stock options granted and vested to employees, directors and consultants in April 2021.
DISCUSSION OF OPERATIONS
Beskauga Project
The Beskauga Project is located in the Pavlodar region of north-eastern Kazakhstan, approximately 300 km northeast from the Kazakhstan capital, Astana. The Beskauga Project is interpreted by Arras to represent a copper-gold porphyry deposit and consists of three licenses: the Beskauga license which was issued under the older Kazak permitting system, and the Ekidos and Stepnoe licenses which were issued under the new Kazakh mining code in October 2020. The Beskauga license is held by Dostyk LLP, a Kazakh entity 100% owned by Copperbelt AG (“Copperbelt”), a private mineral exploration company registered in Switzerland with which Arras has the Beskauga Option Agreement. Pursuant to the Beskauga Option Agreement, Arras has the exclusive right and option (the “Beskauga Option”) to acquire Copperbelt’s right, title and 100% interest in the Beskauga property. The Ekidos and Stepnoe licenses are held by Ekidos LLP, which is 100% controlled by Arras.
On May 20, 2021, Ekidos LLP entered into the Maikain Joint Venture Agreement (the “Maikain JV Agreement”) with Orogen LLP, a company incorporated under the laws of Kazakhstan, in connection with, among other things, mineral license applications for, and further exploration and evaluation of, certain properties in an area of interest, including the Akkuduk, Nogurbek, Maisor, Elemes and Aktasty properties located in Kazakhstan. The exploration license for the Akkuduk property was granted on February 2, 2021. The exploration license for the Nogurbek property was granted on August 20, 2021. The exploration license for the Maisor property was granted on October 22, 2021. The exploration license for the Elemes property was granted on January 14, 2022. The exploration license for Aktasty was granted on March 18, 2022. The exploration license for Besshoky was granted on August 15, 2022.
Arras commenced an exploration program in the second calendar quarter of 2021 on the Beskauga Property. This involved a geological mapping and a sampling program of key select areas, as well as a diamond drilling program targeting extensions to the known mineralization. The exploration program’s design was determined based on historical geological information in the area and an airborne geophysics program that was completed in April 2021.
Final geophysical products for the airborne magnetic survey were received in July 2021 and confirmed a 300m x 300m “bulls-eye” magnetic high that had been previously identified with a ground magnetic survey completed in 2012. A lower magnetic response surrounds the bulls-eye magnetic high which is interpreted to be an alteration halo around an intrusion. The Beskauga deposit sits on the eastern margin of the interpreted intrusion and the alteration halo. Only 30% of this margin has been tested with drilling.
The Company’s current exploration program effective to December 31, 2022 is focused on upgrading the existing resource as well as test the wider area that has not yet been drilled. Specifically, the program contemplates the inclusion of:
| · | a 30,000-meter exploration drill program in the immediate area to fully test the entire mineralizing system at Beskauga; |
| · | collection of multi-element litho-geochemical data and hyperspectral data from a selection of historical pulps and drill core and, on this basis, design of routine analytical protocol for all additional drilling; |
| · | relogging of select drill core, including detailed alteration and vein-type and density logging, and development of a standard operating procedure for logging to optimize data collection and understanding in a porphyry-epithermal system; |
| 4 |
ARRAS MINERALS CORP.
Management’s Discussion and Analysis
For the three months ended July 31, 2022 and 2021, the nine months ended July 31, 2022 and the period from February 5, 2021 (inception) to July 31, 2021
(Expressed in United States Dollars, except as noted)
| · | review and re-processing of induced polarization and magnetic data collected by Copperbelt; |
| · | a comprehensive density testing program to confirm the density value used in the Beskauga Property Mineral Resource estimate; |
| · | completion of additional infill drilling to improve definition of the geology and mineralization and to support improved classification of additional Mineral Resources to the Measured or Indicated classification; |
| · | integration of geological, structural, alteration, and litho-geochemical and hyperspectral studies to support an improved understanding of deposit architecture, an improved three-dimensional (3D) geological model, and an initial geometallurgical domain model to guide additional metallurgical sampling; |
| · | additional metallurgical test work on both the copper and gold mineralization to confirm recovery and comminution parameters and deleterious element mitigation, with sample selection based on geometallurgical domains; |
| · | follow up on regional targets with geophysics and prospect drilling; |
| · | detail power and water sources requirements, and begin all permitting processes; and |
| · | addressing any other gaps to be filled to advance the project towards a Mineral Resource update and preliminary feasibility study. |
These items are expected to be carried out concurrently as a single phase of work, subject to obtaining sufficient financing.
Resource Estimation
The table below summarizes the updated resource estimate at the Beskauga Project:
Mineral Resource Estimate for the Beskauga Deposit
| Category | Tonnage (Mt) | Cu (%) | Au (g/t) | Ag (g/t) |
| Indicated | 111.2 | 0.30 | 0.49 | 1.34 |
| Inferred | 92.6 | 0.24 | 0.50 | 1.14 |
According to the NI 43-101 Technical Report dated February 20, 2022 for the Beskauga Project in Pavlodar Region, north-eastern Kazakhstan, all Mineral Resources were updated by Mr. David Underwood, B.Sc. (Hons) Registered Professional Natural Scientist, South Africa Council for Natural Scientific Professions Pr. Sci. Nat. No.400323/11 and Mr. Matthew Dumala, P. Eng. as Independent Qualified Persons “Qualified Persons” defined under National Instrument 43-101 standards.
Exploration and Evaluation Assets
On March 19, 2021, pursuant to an asset purchase agreement with Silver Bull, on that date a majority shareholder (88% interest) and related party, Silver Bull transferred all of its rights, title and interest in and to the Beskauga Option Agreement, as described in Note 5 of the condensed interim consolidated financial statements for the three and nine months ended July 31, 2022. The consideration payable by the Company to Silver Bull was $1,367,668, paid through the issuance of 36,000,000 Common Shares.
The fair value of the assets at the date of transfer was as follows:
| Mineral properties | $ | 327,690 | ||
| Mining equipment | 45,647 | |||
| Computer equipment and software | 9,331 | |||
| Loans to Ekidos LLP | 985,000 | |||
| Net assets acquired | $ | 1,367,668 |
| 5 |
ARRAS MINERALS CORP.
Management’s Discussion and Analysis
For the three months ended July 31, 2022 and 2021, the nine months ended July 31, 2022 and the period from February 5, 2021 (inception) to July 31, 2021
(Expressed in United States Dollars, except as noted)
Under the terms of the Beskauga Option Agreement, the exploration expenditure requirements and incurred are summarized as follows:
| Period | Annual Expenditure Required | Cumulative Expenditure Required | Annual Expenditure Incurred | Cumulative Expenditure Incurred | ||||||||||||
| By January 26, 2022 (1 year from Closing Date) | $2 million | $2 million | $3.59 million | $3.59 million | ||||||||||||
| By January 26, 2023 (2 years from Closing Date) | $3 million | $5 million | $1.03 million | $4.62 million | ||||||||||||
| By January 26, 2024 (3 years from Closing Date) | $5 million | $10 million | n/a | $4.62 million | ||||||||||||
| By January 26, 2025 (4 years from Closing Date) | $5 million | $15 million | n/a | $4.62 million | ||||||||||||
Agreement via investment agreements with Dostyk LLP, the holder of the Beskauga exploration license, and expenditures incurred by Ekidos LLP in relation to the Stepnoe and Ekidos properties.
In addition, the Beskauga Option Agreement provides that subject to its terms and conditions, the Company may be obligated to make the following bonus payments (collectively, the “Bonus Payments”) to Copperbelt if the Beskauga Main Project or the Beskauga South Project is the subject of a bankable feasibility study prepared in compliance with National Instrument 43-101 (“NI 43-101”) indicating gold equivalent resources in the amounts set forth below, with (i) (A) 20% of the Bonus Payments payable after completion of the bankable feasibility study or after the mineral resource statement is finally determined and (B) the remaining 80% of the Bonus Payments due within 15 business days of commencement of on-site construction of a mine for the Beskauga Main Project or the Beskauga South Project, as applicable, and (ii) up to 50% of the Bonus Payments payable in shares of Silver Bull common stock to be valued at the 20-day volume-weighted average trading price of the shares on the Toronto Stock Exchange calculated as of the date immediately preceding the date such shares are issued:
| Gold equivalent resources | Cumulative Bonus Payments (US$) |
| Beskauga Main Project | |
| 3,000,000 ounces | $2,000,000 |
| 5,000,000 ounces | $6,000,000 |
| 7,000,000 ounces | $12,000,000 |
| 10,000,000 ounces | $20,000,000 |
| Beskauga South Project | |
| 2,000,000 ounces | $2,000,000 |
| 3,000,000 ounces | $5,000,000 |
| 4,000,000 ounces | $8,000,000 |
| 5,000,000 ounces | $12,000,000 |
Pursuant to the Separation and Distribution Agreement, Arras may, in its sole discretion, seek the consent of the other parties to the Beskauga Option Agreement to make certain amendments thereto such that the Bonus Payments that Arras or its affiliate may be obligated to pay Copperbelt pursuant to the Beskauga Option Agreement could be satisfied, at the option of Arras, in Common Shares. If Arras is not successful in obtaining such consents, Silver Bull will agree to use commercially reasonable efforts to enter into an arrangement with Arras providing for (i) the issuance of Silver Bull common stock to Copperbelt upon (A) Arras becoming obligated to make the Bonus Payments and (B) Arras electing to pay a portion of such Bonus Payments in Silver Bull common stock in accordance with the Beskauga Option Agreement and (ii) a payment by Arras to Silver Bull in consideration for the issuance by Silver Bull of Silver Bull common stock to Copperbelt.
| 6 |
ARRAS MINERALS CORP.
Management’s Discussion and Analysis
For the three months ended July 31, 2022 and 2021, the nine months ended July 31, 2022 and the period from February 5, 2021 (inception) to July 31, 2021
(Expressed in United States Dollars, except as noted)
Pursuant to the Beskauga Option Agreement, the bankable feasibility study (i) must be a detailed report prepared in compliance with NI 43-101, in form and substance sufficient for presentation to arm’s length institutional lenders considering project financing, showing the feasibility of placing any part of the Beskauga Property into commercial production as a mine, and (ii) must include a reasonable assessment of the various categories of mineral reserves and their amenability to metallurgical treatment, a complete description of the work, equipment and supplies required to bring such part of the Beskauga Property into commercial production and the estimated cost thereof, a description of the mining methods to be employed and a financial appraisal of the proposed operations. As noted above, the feasibility study must be prepared in compliance with NI 43-101 and the accompanying definition of “feasibility study” prescribed by the CIM.
Acquisition of Ekidos Minerals LLP
On February 3, 2022, the Company purchased 100% of the issued and outstanding shares of Ekidos LLP. Total consideration was $1,000 cash. Ekidos LLP is in the business of the exploration and evaluation of mineral properties in Kazakhstan.
The acquisition was accounted for by the Company as a purchase of assets and assumption of liabilities. The acquisition did not qualify as a business combination under IFRS 3 - Business Combinations, as the significant inputs, processes and outputs, that together constitute a business, did not exist in Ekidos LLP at the time of acquisition.
The following table summarizes the preliminary purchase price allocation:
| Purchase price: | ||||
| Cash | $ | 1,000 | ||
| Total consideration | 1,000 | |||
| Net assets acquired: | ||||
| Cash | 34,050 | |||
| Other receivables | 371,294 | |||
| Prepaid expenses | 577,551 | |||
| Inventory | 309 | |||
| Office and equipment | 44,938 | |||
| Mineral properties | 4,383,656 | |||
| Accounts payable and accrued liabilities | (95,798 | ) | ||
| Loans payable to Arras | (5,315,000 | ) | ||
| Total net assets acquired | $ | 1,000 | ||
Mineral Property
As of July 31, 2022, a balance of $5,035,259 is recorded as mineral property assets. This balance primarily consists of $327,690 in relation to the acquisition of the Beskauga Option Agreement and other Kazakh assets from Silver Bull in March 2021, $323,913 in relation to the issuance of Common Shares as a finder’s fee for the introduction of the owners of the Beskauga project to the Company and $4,383,656 in relation to the acquisition of Ekidos LLP on February 3, 2022.
| Balance, February 5, 2021 | $ | — | ||
| Pursuant to asset purchase agreement | 327,690 | |||
| Common shares issued to finder | 323,913 | |||
| Balance, October 31, 2021 | $ | 651,603 | ||
| Acquisition of Ekidos LLP | 4,383,656 | |||
| Balance, July 31, 2022 | $ | 5,035,259 |
| 7 |
ARRAS MINERALS CORP.
Management’s Discussion and Analysis
For the three months ended July 31, 2022 and 2021, the nine months ended July 31, 2022 and the period from February 5, 2021 (inception) to July 31, 2021
(Expressed in United States Dollars, except as noted)
Exploration and Related Costs
A summary of the material components of the Company’s exploration expenses during the three months ended July 31, 2022 and 2021, the nine months ended July 31, 2022 and the period from February 5, 2021 (date of inception) to October, 2021 are as follows:
| For the three months ended July 31, 2022 | For the three months ended July 31, 2021 | For the nine months ended July 31, 2022 | For the period from February 5, 2021 to July 31, 2021 | |||||||||||||
| Drilling and sampling | $ | 465,833 | $ | — | $ | 1,528,004 | $ | — | ||||||||
| Personnel | 222,601 | 128,494 | 581,530 | 151,444 | ||||||||||||
| Professional services | 10,290 | 56,914 | 72,286 | 56,914 | ||||||||||||
| Site operations | 67,286 | 18,224 | 148,700 | 18,224 | ||||||||||||
| Stock-based compensation | 19,050 | 24,931 | 85,836 | 72,938 | ||||||||||||
| Travel | 20,936 | 44,962 | 44,537 | 55,809 | ||||||||||||
| Insurance | 3,063 | — | 9,189 | — | ||||||||||||
| Depreciation | 9,963 | — | 32,292 | — | ||||||||||||
| Other | — | — | 10,530 | — | ||||||||||||
| Total Exploration and Related Costs | $ | 819,022 | $ | 273,525 | $ | 2,512,904 | $ | 355,329 | ||||||||
Arras incurred $2,512,904 the nine months ended July 31, 2022 and $355,329 for the period from inception on February 5, 2022 to July 31, 2021 in exploration expenditure. These were mainly due to drilling and sampling costs, geological experts’ costs, stock-based compensation to contractors, travel costs and other exploration activities relating to the commencement of the exploration program at Beskauga, in relation to the Beskauga Option Agreement.
Corporate General and Administrative Expenses
A summary of the material components of the Company’s general and administrative expenses during the three months ended July 31, 2022 and 2021, the nine months ended July 31, 2022 and the period from February 5, 2021 (date of inception) to July 31, 2021 are as follows:
| For the three months ended July 31, 2022 | For the three months ended July 31, 2021 | For the nine months ended July 31, 2022 | For the period from February 5, 2021 to July 31, 2021 | |||||||||||||
| Directors’ fees | $ | 29,992 | $ | 34,476 | $ | 91,694 | $ | 47,963 | ||||||||
| Directors’ fees – stock-based compensation | 32,273 | 49,305 | 137,362 | 176,371 | ||||||||||||
| Office and administrative | 33,527 | 12,411 | 98,849 | 24,295 | ||||||||||||
| Marketing and shareholders’ communication | 63,170 | 5,134 | 121,930 | 5,531 | ||||||||||||
| Personnel | 174,512 | 104,245 | 562,371 | 175,018 | ||||||||||||
| Personnel – stock-based compensation | 41,311 | 50,755 | 177,930 | 181,558 | ||||||||||||
| Professional services | 63,410 | 237,010 | 256,091 | 393,108 | ||||||||||||
| Depreciation | 20,577 | 8,420 | 34,295 | 13,247 | ||||||||||||
| Total Corporate Costs | $ | 458,772 | $ | 501,756 | $ | 1,480,522 | $ | 1,017,091 | ||||||||
Stock-based compensation expense was a factor in the fluctuations in general and administrative expenses. The company recorded $315,292 stock-based compensation expenses, which was included in general and administrative expenses for the nine months ended July 31, 2022 compared to $357,929 in the stock-based compensations expenses for the period from February 5, 2021 to July 31, 2021.
| 8 |
ARRAS MINERALS CORP.
Management’s Discussion and Analysis
For the three months ended July 31, 2022 and 2021, the nine months ended July 31, 2022 and the period from February 5, 2021 (inception) to July 31, 2021
(Expressed in United States Dollars, except as noted)
The Company recorded a $209,161 foreign currency exchange loss in the nine months ended July 31, 2022, compared to foreign currency exchange gain of $29,796 in the period from February 5, 2021 to July 31, 2021. The foreign currency exchange loss in the nine months ended July 31, 2022 was the result of the depreciation of the $CDN. The foreign currency exchange gain in the period from February 5, 2021 to July 31, 2021 was the result of the appreciation of the $CDN.
Exploration and evaluation assets
On January 26, 2022, the Company satisfied the first-year exploration expenditure commitment under the Beskauga Option Agreement through the accumulated exploration expenditure of $3.59 million during the period from February 5, 2021 to January 26, 2022. As of July 31, 2022, the Company incurred $1.03 million for the second-year exploration expenditure commitment under the Beskauga Option Agreement.
During the nine months period ended July 31, 2022, the Company completed 7,705 meters of diamond drilling through its wholly-owned subsidiary, Ekidos LLP.
Share Capital Highlights
During the nine months ended July 31, 2022
On November 21, 2021, the Company completed the second tranche of a private placement for 2,106,000 common shares at a price of $CDN 1.00 per common share for gross proceeds of $CDN 2,106,000 ($1,670,756). The Company incurred other offering costs associated with the second tranche of private placement of $4,900 and issued in aggregate 21,630 common shares fair valued at CDN $21,630 ($17,208) as finder’s fees.
On December 20, 2021, the Company completed the third and final tranche of a private placement for 1,520,000 common shares at a price of $CDN 1.00 per common share for gross proceeds of $CDN 1,520,000 ($1,186,388). The Company paid finder’s fees totaling $CDN 50,000 ($39,026) to an agent with respect to certain purchasers who were introduced by the agent. The Company incurred other offering costs associated with the third and final tranche of private placement of $5,644 and issued in aggregate 24,420 common shares fair valued at $CDN 24,420 ($19,427) as finder’s fees.
On May 30, 2022, the Company completed a private placement for 1,091,000 common shares at a price of $CDN 1.50 per common share for gross proceeds of $CDN 1,636,500 ($1,285,579). The Company paid finder’s fees totaling $14,016 to an agent with respect to certain purchasers who were introduced by the agent. The Company incurred other offering costs associated with the private placement of $8,111, of which $8,069 is included in accounts payable and accrued liabilities at July 31, 2022.
During the period ended October 31, 2021
On February 5, 2021, the Company issued 100 Common Shares at a price of $0.01 per Common Share for gross proceeds of $1 in connection with the incorporation of the Company.
On March 19, 2021, the Company issued 36,000,000 Common Shares to Silver Bull for gross consideration of $1,367,668 on the asset purchase agreement, as discussed above.
On April 1, 2021, the Company completed a private placement for 5,035,000 Common Shares at a price of $CDN 0.50 per Common Share for gross proceeds of $CDN 2,517,500 ($2,001,352).
On October 21, 2021, the Company completed the initial tranche of a private placement for 6,368,000 Common Shares at a price of $CDN 1.00 per Common Share for gross proceeds of $CDN 6,368,000 ($5,107,282).
On October 25, 2021, pursuant to a finder’s fee agreement, the Company issued 400,000 Common Shares to UMS Project Limited Partnership for the introduction of Copperbelt AG and earning an interest in mineral property licenses from Copperbelt AG located in Kazakhstan.
Subsequent Event
On August 15, 2022, exploration license No.1819-EL for the Besshoky property, located in northeastern Kazakhstan, was granted to the Company.
| 9 |
ARRAS MINERALS CORP.
Management’s Discussion and Analysis
For the three months ended July 31, 2022 and 2021, the nine months ended July 31, 2022 and the period from February 5, 2021 (inception) to July 31, 2021
(Expressed in United States Dollars, except as noted)
Summary of SELECTED HIGHLIGHTS Of quarterly information
The following table contains quarterly information for the last six quarters of the Company from the date its inception on February 5, 2021:
| July 31, 2022 | April 30, 2022 | January 31, 2022 | ||||||||||
| $ | $ | $ | ||||||||||
| Balance Sheet | ||||||||||||
| Current assets | 2,076,257 | 2,291,445 | 8,984,482 | |||||||||
| Current liabilities | 422,617 | 578,366 | 396,472 | |||||||||
| Working capital | 1,653,640 | 1,713,079 | 8,588,010 | |||||||||
| Shareholders’ Equity | 7,520,508 | 7,558,385 | 9,373,683 | |||||||||
| Operations | ||||||||||||
| Total revenue | — | — | — | |||||||||
| Net loss | 1,393,967 | 1,959,730 | 848,619 | |||||||||
| October 31, 2021 | July 31, 2021 | February 5, 2021 to April 30, 2021 | ||||||||||
| $ | $ | $ | ||||||||||
| Balance Sheet | ||||||||||||
| Current assets | 7,035,558 | 2,494,798 | 2,997,570 | |||||||||
| Current liabilities | 541,624 | 390,461 | 282,221 | |||||||||
| Working capital | 6,493,934 | 2,104,337 | 2,715,349 | |||||||||
| Shareholders’ Equity | 7,250,703 | 2,436,469 | 3,093,190 | |||||||||
| Operations | ||||||||||||
| Total revenue | — | — | — | |||||||||
| Net loss | 768,959 | 779,562 | 563,061 | |||||||||
The Company is focused on the exploration and development of the Beskauga Project and does not yet generate any revenue. It is the Company’s policy to capitalize acquisition costs incurred and as such the changes in net income and loss from one period to another depend largely on exploration activities, corporate and administrative expenditure, granting of stock options and the timing of the relevant vesting schedules, which are offset by any other income accrued in the period.
Concurrent with the separation from Silver Bull and acquisition of Ekidos LLP, the Company commenced with building up of human resources, resulting in increased wages, office expenses and share-based compensation from April 2020 onwards.
The decrease in current assets and working capital from the previous quarter was a result of the acquisition of Ekidos LLP. Previously the Company reported a current loan receivable from Ekidos LLP which is now eliminated on consolidation.
| 10 |
ARRAS MINERALS CORP.
Management’s Discussion and Analysis
For the three months ended July 31, 2022 and 2021, the nine months ended July 31, 2022 and the period from February 5, 2021 (inception) to July 31, 2021
(Expressed in United States Dollars, except as noted)
LIQUIDITY AND CAPITAL RESOURCES
The net working capital of the Company at July 31, 2022 was $1,653,640 (October 31, 2021: $6,493,934).
For the nine months ended July 31, 2022, the Company used $3,604,863 in cash for operating activities compared to $440,949 for the period from February 5 to July 31, 2021. The significant increase was mainly the result of the Company’s acquisition of Ekidos LLP on February 3, 2022 and as such, including Ekidos’ operational results from the date of acquisition, as well as an increase in the exploration activities at Beskauga. The Company’s cash flows from operations are negative as it is an exploration stage company.
For the nine months ended July 31, 2022, the Company used $2,191,562 in cash for investing activities, which included $2,136,500 for loans made to Ekidos LLP prior to it becoming a subsidiary of the Company, $88,112 cash for the purchase of equipment and $1,000 for the acquisition of Ekidos LLP, which was offset by $34,050 cash and cash equivalents acquired from Ekidos LLP acquisition. Cash flows used in investing activities for the period from February 5 to July 31, 2021 were $1,141,354 for loans made to Ekidos and the purchase of equipment.
For the nine months ended July 31, 2022, the Company had net cash provided by financing activities of $4,049,704, which was from private placements in November and December of 2021, and May 2022 and it was offset by $29,391 repayment of lease liability. Cash flow provided by financing activities for the period from February 5 to July 31, 2021 were net proceeds of $2,001,245 from private placements in February, March and April of 2021.
Liquidity Outlook
At present, the Company’s operations do not generate cash inflows and its financial success is dependent on management’s ability to discover economically viable mineral deposits and raise cash through financings. The mineral exploration process can take many years and is subject to factors that are beyond the Company’s control.
As of July 31, 2022, the Company had incurred approximately $4.62 million of the required expenditures and has an additional $10.38 million in exploration expenditure requirements by January 26, 2025 under the Beskauga Option Agreement, as detailed in the “Discussion of Operations” section.
Additionally, as of July 31, 2022, the Company has $17.08 million in commitments including $348,000 in lease commitments relating to future contractually obligated payments of its corporate office and a $16.74 million in exploration expenditure obligations and levies mandated by relevant government authorities to keep its exploration licenses in good standing.
In order to finance the Company’s operations, future exploration programs, make payments and undertake expenditures to maintain the effectiveness of the Beskauga Option and to cover administrative and overhead expenses, the Company will need to raise funds through equity sales, from the exercise of convertible securities, debt, deferral of payments to related parties, or other forms of raising capital. Many factors influence the Company’s ability to raise funds, including the health of the resources market, the climate for mineral exploration investment, the Company’s track record, and the experience and caliber of its management. Actual funding requirements may vary from those planned due to a number of factors, including the progress of exploration activities. Management believes it will be able to raise equity capital as required in the short and long term but recognizes that there will be risks involved which may be beyond its control.
Going Concern
The Company’s condensed interim consolidated financial statements are prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. As at July 31, 2022, the Company has not yet achieved profitable operations. This condition indicates the existence of a material uncertainty which may cast significant doubt about the Company’s ability to continue as a going concern. The continuing operations of the Company are dependent upon obtaining necessary financing to meet the Company’s commitments as they come due and to finance the Company’s operations, future exploration programs, make payments and undertake expenditures to maintain the effectiveness of the Beskauga Option and to cover administrative and overhead expenses. Failure to continue as a going concern would require that assets and liabilities be recorded at their liquidation values, which might differ significantly from their carrying values. The condensed interim consolidated financial statements of the Company for the nine months ended July 31, 2022 do not include adjustments that would be necessary should the Company be unable to continue as a going concern. These adjustments could be material.
In March 2020 the World Health Organization declared coronavirus (“COVID-19”) a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn. It is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company’s business or ability to raise funds.
| 11 |
ARRAS MINERALS CORP.
Management’s Discussion and Analysis
For the three months ended July 31, 2022 and 2021, the nine months ended July 31, 2022 and the period from February 5, 2021 (inception) to July 31, 2021
(Expressed in United States Dollars, except as noted)
OFF- BALANCE SHEET TRANSACTIONS
The Company has no off-balance sheet arrangements as at July 31, 2022 or at the date of this MD&A.
RELATED PARTY TRANSACTIONS
Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.
Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist of executive and non-executive members of the Company’s Board of Directors and corporate officers.
At July 31, 2022, and October 31, 2021, accounts payable and accrued liabilities contained the following amounts due to related parties:
| July 31, 2022 | October 31, 2021 | |||||||
| CEO (1) | $ | — | $ | 26,427 | ||||
| President (2) | 417 | 10,685 | ||||||
| CFO (3) | 204 | 21,782 | ||||||
| Directors’ fees (4) | 9,795 | 10,903 | ||||||
| Directors’ fees (4) | 5,853 | 12,036 | ||||||
| Directors’ fees (4) | 4,448 | 11,990 | ||||||
| Directors’ fees (4) | 4,674 | — | ||||||
| Directors’ fees (4) | — | 10,403 | ||||||
| Total | $ | 25,391 | $ | 104,226 | ||||
(1) Includes a bonus accrual for 2021.
(2) Includes management fees and expense reimbursements.
(3) Includes a bonus accrual for 2021 and expense reimbursements.
(4) For directors’ fees and expense reimbursements.
During the nine months ended July 31, 2022, expenses totalling $291,425 were incurred by Silver Bull on the Company’s behalf pursuant to the Separation and Distribution Agreement, which provides for a framework for the relationship between the parties during and after the Distribution. If specific identification of expenses is not practicable, a proportional cost allocation based on management’s estimation is applied. As at July 31, 2022, $437 due from related party consists of an $19,690 receivable from Silver Bull for shared rent expenses, which was offset by an $19,253 due to Silver Bull for office and salaries reimbursements (October 31, 2021: $2,808 due from Silver Bull). The balance of due from and due to related party is interest free and is to be repaid on demand.
| 12 |
ARRAS MINERALS CORP.
Management’s Discussion and Analysis
For the three months ended July 31, 2022 and 2021, the nine months ended July 31, 2022 and the period from February 5, 2021 (inception) to July 31, 2021
(Expressed in United States Dollars, except as noted)
Pursuant to the Separation and Distribution Agreement, Silver Bull agreed to continue to incur the salaries of its employees and other office-related overhead costs and charge Arras for a portion of these costs on a pro-rata cost-recovery basis until the earlier of (i) the date on which Arras’ common shares are listed on a stock exchange or (ii) December 31, 2021. In February, 2022, the Company entered into an employment or consulting agreement, effective January 1, 2022, with each member of the senior management team.
| July 31, 2022 | For the period from February 5, 2021 to April 30, 2021 | |||||||
| Directors’ fees | $ | 8,998 | $ | 8,903 | ||||
| Personnel | 274,923 | 84,951 | ||||||
| Office and administrative | 27,194 | 7,302 | ||||||
| Office rent reimbursement | (19,690 | ) | — | |||||
| $ | 291,425 | $ | 101,156 | |||||
During the nine months ended July 31, 2022, the Company paid or accrued the following amounts to officers, directors or companies controlled by officers and/or directors:
| July 31, 2022 | ||||
| Share-based payment | $ | 299,711 | ||
| CEO | 166,528 | |||
| President | 177,516 | |||
| CFO | 105,021 | |||
| Directors’ fees | 44,278 | |||
| Directors’ fees | 17,640 | |||
| Directors’ fees | 16,176 | |||
| Directors’ fees | 10,739 | |||
| Directors’ fees | 2,142 | |||
| $ | 839,751 | |||
PROPOSED TRANSACTIONS
The Company has no proposed transactions that have not been disclosed herein as at July 31, 2022 or as at the date of this MD&A.
Financial InstRuments and Capital Risk Management
The Company provides information about its financial instruments measured at fair value at one of three levels according to the relative reliability of the inputs used to estimate the fair value:
Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and
Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The Company’s financial instruments consist of cash and cash equivalents, other receivables, accounts payables and accrued liabilities and due from related party. The carrying values of these financial instruments approximate their respective fair values due to the term of these instruments.
The Company’s financial instruments classified as Level 1 in the fair value hierarchy are cash and cash equivalents, other receivables, accounts payable and accrued liabilities and due from related party. The carrying values approximate the fair values due to the short-term maturity of these instruments. There were no transfers between fair value levels during the nine months ended July 31, 2022.
| 13 |
ARRAS MINERALS CORP.
Management’s Discussion and Analysis
For the three months ended July 31, 2022 and 2021, the nine months ended July 31, 2022 and the period from February 5, 2021 (inception) to July 31, 2021
(Expressed in United States Dollars, except as noted)
The Company’s risk exposures and the impact on the Company’s financial instruments are summarized below:
Credit risk
The Company’s credit risk on other receivables and due from related party is negligible.
The Company’s primary exposure to credit risk is its cash and cash equivalents of $1,953,191 at July 31, 2022. With cash and cash equivalents on deposit with reputable financial institutions, it is management’s opinion that the Company is not exposed to significant credit risks arising from the financial instruments.
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. As at July 31, 2022, the Company has current liabilities totaling $422,617 and cash and cash equivalents of $1,953,191, and is not exposed to significant liquidity risk at this time. However, since the Company is in the exploration stage, it will periodically have to raise funds to continue operations and intends to raise further financing through private placements.
Market risk
Market risk is the risk that changes in market prices such as commodity prices, foreign exchange rates and interest rates will affect the Company’s income. The objective of market risk management is to manage and control market risk exposure within acceptable parameters. The Company does not use derivative instruments to reduce its insignificant exposure to market risks.
Commodity Price Risk
The ability of the Company to raise funds to explore and develop its exploration and evaluation assets and the future profitability of the Company are directly related to the price of copper and gold. The Company monitors copper and gold prices to determine the appropriate course of action to be taken
SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATION UNCERTAINTY
The preparation of financial statements requires management to establish accounting policies, estimates and assumptions that affect the timing and reported amounts of assets, liabilities, revenues and expenses. These estimates are based on historical experience and on various other assumptions that management believes to be reasonable under the circumstances and require judgment on matters which are inherently uncertain. Details of the Company’s significant accounting policies can be found in note 3 of the condensed interim consolidated financial statements for the nine-month period ended July 31, 2022.
OUTSTANDING SHARE CAPITAL
The Company’s authorized share capital consists of an unlimited number of Common Shares without par value. As of the date of this MD&A, the company had 52,566,150 Common Shares, 5,160,000 stock options and 1,971,289 SVB warrants issued and outstanding.
QUALIFIED PERSON AND INFORMATION CONCERNING ESTIMATES OF MINERAL PROJECTS
All of the scientific and technical information contained in this MD&A has been reviewed and/or approved by Tim Barry, CEO and Director of Arras Minerals Corp., a Chartered Professional Geologist (MAusIMM CP Geo) with the Australasian Institute of Mining and Metallurgy and a “Qualified Person” for the purposes of National Instrument 43-101 - Standards of Disclosure for Minerals Projects.
Risks and uncertainties
The Company’s business, operations and future prospects are subject to significant risks. For details of these risks, refer to the risk factors set forth in the Company’s final long form prospectus (“Final Long Form Prospectus”), filed on SEDAR on May 31, 2022.
Management is not aware of any significant changes to the risks identified in the Final Long Form Prospectus. Such risk factors could materially affect the Company’s business, operations, prospects and share price and could cause actual events to differ materially from those described in forward-looking statements relating to the Company. Additional risks and uncertainties not presently known to the Company or that the Company currently considers immaterial may also impair the business, operations, prospects and share price of the Company. If any of the risks actually occur, the business of the Company may be harmed, and its financial condition and results of operations may suffer significantly.
| 14 |
ARRAS MINERALS CORP.
Management’s Discussion and Analysis
For the three months ended July 31, 2022 and 2021, the nine months ended July 31, 2022 and the period from February 5, 2021 (inception) to July 31, 2021
(Expressed in United States Dollars, except as noted)
FORWARD-LOOKING STATEMENTS
Certain statements, other than statements of historical fact, contained in this MD&A constitute “forward-looking information” within the meaning of certain securities laws, including the Securities Act (British Columbia) and are based on expectations, estimates and projections as of the date on which the statements are made in this MD&A. Forward-looking statements include, without limitation, statements with respect to:
| · | The sufficiency of our existing cash resources to enable us to continue our operations as a going concern; |
| · | Future exploration expenditures on the Beskauga Property, the potential exercise of the Beskauga Option and potential bonus payments under the Beskauga Option Agreement; |
| · | The prospects of entering the development or production stage with respect to the Beskauga Project; |
| · | Our planned activities at the Beskauga Project in 2022 and beyond; |
| · | Our ability to obtain and hold additional concessions in the Beskauga Project area; |
| · | The timing, duration and overall impact of the novel coronavirus (“COVID-19”) pandemic on the Company’s business; |
| · | The timing of the Listing, including the fulfillment of the Listing requirements and future use of funds. |
| · | The sufficiency of our surface rights in respect of the Beskauga Property if a mining operation is determined to be feasible; |
| · | The potential acquisition of additional mineral properties or property concessions; |
| · | The impact of recent accounting pronouncements on our financial position, results of operations or cash flows and disclosures; |
| · | Our ability to raise additional capital and/or pursue additional strategic options, and the potential impact on our business, financial condition and results of operations of doing so or not; and |
| · | The impact of changing foreign currency exchange rates on our financial condition. |
| 15 |
ARRAS MINERALS CORP.
Management’s Discussion and Analysis
For the three months ended July 31, 2022 and 2021, the nine months ended July 31, 2022 and the period from February 5, 2021 (inception) to July 31, 2021
(Expressed in United States Dollars, except as noted)
The words “plans”, “expects”, “scheduled”, “budgeted”, “projected”, “estimated”, “timeline”, “forecasts”, “anticipates”, “suggests”, “indicative”, “intend”, “guidance”, “outlook”, “potential”, “prospects”, “seek”, “strategy”, “targets” or “believes”, or variations of such words and phrases or statements that certain future conditions, actions, events or results “will”, “may”, “could”, “would”, “should”, “might” or “can”, or negative versions thereof, “be taken”, “occur”, “continue” or “be achieved”, and other similar expressions, identify forward-looking statements. Forward-looking statements are necessarily based upon management’s perceptions of historical trends, current conditions and expected future developments, as well as a number of specific factors and assumptions that, while considered reasonable by management as of the date on which the statements are made in this MD&A, are inherently subject to significant business, economic and competitive uncertainties and contingencies which could result in the forward-looking statements ultimately being incorrect.
In addition to the various factors and assumptions set forth in this MD&A, the material factors and assumptions used to develop the forward-looking information include, but are not limited to:
| · | the future prices of metals and other commodities; |
| · | the current COVID-19 pandemic will not have a material adverse effect on the Company; |
| · | the ability to raise any necessary additional capital on reasonable terms to advance exploration and development of the Beskauga Project; |
| · | the demand for and stable or improving price of metals and other commodities; |
| · | general business and economic conditions will not change in a material adverse manner; |
| · | the Company’s ability to procure equipment and operating supplies in sufficient quantities and on a timely basis; |
| · | the geology of the Beskauga Project as described in the Beskauga Technical Report; |
| · | the accuracy of budgeted exploration costs and expenditures; |
| · | future currency exchange rates and interest rates; |
| · | operating conditions being favourable such that the Company is able to operate in a safe, efficient and effective manner; |
| · | the Company’s ability to attract and retain skilled personnel and directors; |
| · | political and regulatory stability; |
| · | the receipt of governmental, regulatory and third-party approvals, licenses and permits on favourable terms; |
| · | obtaining required renewals for existing approvals, licenses and permits on favourable terms; |
| · | requirements under applicable laws; |
| · | sustained labour stability; |
| · | stability in financial and capital markets; and |
| · | availability of equipment. |
By its nature, forward-looking information is subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. Known and unknown risk factors, many of which are beyond the control of the Company, could cause actual results to differ materially from the forward-looking information in this MD&A. Such factors, without limitation, the following, which are discussed in greater detail in the “Risk Factors” section of the Final Long Form Prospectus:
| · | our ability to continue as a going concern; |
| · | the lack of an existing public market for our Common Shares; |
| · | some or all of the expected benefits of the Spin Out may not be achieved; |
| · | we are uncertain that we will be able to maintain sufficient cash to accomplish our business objectives; |
| · | our exploration activities require significant amounts of capital that may not be recovered; |
| · | our ability to meet our current and future capital requirements on favorable terms or at all; |
| · | risks relating to the results of future exploration at the Beskauga Property and our ability to raise the capital for exploration expenditures on the Beskauga Property to maintain the effectiveness of the Beskauga Option; |
| · | our operations may be disrupted, and our financial results may be adversely affected, by global outbreaks of contagious diseases, including the COVID-19 pandemic; |
| · | we are an exploration stage mining company with no history of operations; |
| · | we have no commercially mineable ore body; |
| · | the reliability of our Mineral Resource estimates; |
| · | our ability to acquire additional mineral properties or property concessions; |
| · | inherent risks in the mineral exploration industry; |
| · | risks relating to fluctuations of metal prices; |
| · | risks relating to competition in the mining industry; |
| · | risks relating to the title to our properties; |
| · | risks relating to our option and joint venture agreements; |
| · | risks associated with joint ventures; |
| · | our ability to obtain required permits; |
| · | timing of receipt and maintenance of government approvals; |
| · | compliance with laws is costly and may result in unexpected liabilities; |
| · | our success depends on developing and maintaining relationships with local communities and other stakeholders; |
| · | risks relating to social and environmental activism; |
| · | risks relating to evolving corporate governance and public disclosure regulations; |
| · | risks relating to foreign operations; |
| · | risks relating to worldwide economic and political events; |
| · | risk of political and economic instability in Kazakhstan; |
| · | our financial condition could be adversely affected by changes in currency exchange rates; |
| · | risks relating our “foreign private issuer” status; |
| · | risks relating to our possible status as a passive foreign investment company; |
| · | risks relating to volatility in our share value; |
| · | further equity financings leading to the dilution of our Common Shares; |
| · | our Common Shares continuing not to pay dividends; |
| · | risks relating to information systems and cybersecurity; |
| · | our ability to retain key management, consultants and experts necessary to successfully operate and grow our business; |
| · | our overlapping officers and directors with Silver Bull may give rise to conflicts of interest; |
| · | our reliance on international advisors and consultants; |
| · | risks relating to changes in tax laws; and |
| · | risks relating to changes in regulatory frameworks or regulations affecting our activities. |
| 16 |
ARRAS MINERALS CORP.
Management’s Discussion and Analysis
For the three months ended July 31, 2022 and 2021, the nine months ended July 31, 2022 and the period from February 5, 2021 (inception) to July 31, 2021
(Expressed in United States Dollars, except as noted)
These risk factors are not intended to represent a complete list of the factors that could affect the Company and investors are cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking statements.
There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements are provided for the purpose of providing information about management’s expectations and plans relating to the future. The Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, or to explain any material difference between subsequent actual events and such forward-looking statements, except to the extent required by applicable law.
17
Exhibit 99.3
Form 52-109FV2
Certification of Interim Filings Venture Issuer Basic Certificate
I, Timothy Barry, Chief Executive Officer of Arras Minerals Corp. certify the following:
| 1. | Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Arras Minerals Corp. (the “issuer”) for the interim period ended July 31, 2022. |
| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. |
| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
Date: September 23, 2022
(signed) “Timothy Barry”
Timothy Barry
Chief Executive Officer
Arras Minerals Corp.
NOTE TO READER
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of
| i) | controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
| ii) | a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation
Exhibit 99.3
Form 52-109FV2
Certification of Interim Filings Venture Issuer Basic Certificate
I, Christopher Richards, Chief Executive Officer of Arras Minerals Corp. certify the following:
| 1. | Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Arras Minerals Corp. (the “issuer”) for the interim period ended July 31, 2022. |
| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. |
| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
Date: September 23, 2022
(signed) “Christopher Richards”
Christopher Richards
Chief Financial Officer
Arras Minerals Corp.
NOTE TO READER
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of
| i) | controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
| ii) | a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation