Arras Minerals Corp 6-K, filed Apr 1, 2024
Arras Minerals Corp. (ARRKF)
About this 6-K
Arras Minerals Corp filed this 6-K on April 1, 2024.
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 | January 2024 |
| 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: April 1, 2024 | 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 January 31, 2024 and 2023
(Expressed in United States dollars)
| Index | Page | |||
| Condensed Interim Consolidated Statements of Financial Position | 1 | |||
| Condensed Interim Consolidated Statements of Comprehensive Income (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 –19
| |||
| 1 |
ARRAS MINERALS CORP.
Condensed Interim Consolidated Statements of Financial
Position
(Expressed in United States Dollars)
| Notes | January 31, 2024 (Unaudited) | October 31, 2023 (Audited) | ||||||||||
| $ | $ | |||||||||||
| Assets | ||||||||||||
| Current | ||||||||||||
| Cash and cash equivalents | 14 | 741,668 | 290,684 | |||||||||
| Other receivables | 11,810 | 11,047 | ||||||||||
| Prepaid expenses and deposits | 6 | 374,282 | 218,422 | |||||||||
| 1,127,760 | 520,153 | |||||||||||
| Non-Current | ||||||||||||
| Office and equipment | 7 | 136,301 | 147,179 | |||||||||
| Mineral properties | 8 | 5,035,259 | 5,035,259 | |||||||||
| Right-of use assets | 9 | 166,417 | 186,388 | |||||||||
| Prepaid expenses and deposits | 6 | 554,481 | 530,781 | |||||||||
| Total Assets | 7,020,218 | 6,419,760 | ||||||||||
Liabilities | ||||||||||||
| Current | ||||||||||||
| Accounts payable and accrued liabilities | 12 | 676,753 | 518,240 | |||||||||
| Lease liability | 9 | 80,040 | 78,068 | |||||||||
| Other liability | 4 | 237,000 | — | |||||||||
| Due to related party | 12 | 62,840 | 57,853 | |||||||||
| 1,056,633 | 654,161 | |||||||||||
| Non-Current | ||||||||||||
| Lease liability | 9 | 104,054 | 124,819 | |||||||||
| Total Liabilities | 1,160,687 | 778,980 | ||||||||||
| Shareholders’ Equity | ||||||||||||
| Share capital | 10 | 17,745,232 | 17,745,232 | |||||||||
| Reserves | 10 | 1,715,602 | 1,670,580 | |||||||||
| Deficit | (13,601,303 | ) | (13,775,032 | ) | ||||||||
| Total Shareholders’ Equity | 5,859,531 | 5,640,780 | ||||||||||
| Total Liabilities and Shareholders’ Equity | 7,020,218 | 6,419,760 | ||||||||||
| On behalf of the Board: | ||
| /s/ Brian Edgar | /s/ Christian Milau | |
| Director | Director | |
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
| 2 |
ARRAS MINERALS CORP.
Condensed Interim Consolidated Statements of Comprehensive
Income (Loss)
(Expressed in United States Dollars)
(Unaudited)
| Notes | For the three months ended January 31, 2024 | For the three months ended January 31, 2023 | ||||||||||
| $ | $ | |||||||||||
Expenses | ||||||||||||
| Exploration | 4,7,10,12 | 531,344 | 1,282,362 | |||||||||
| Personnel | 10,12 | 175,203 | 192,727 | |||||||||
| Professional services | 58,748 | 13,338 | ||||||||||
| Directors’ fees | 10,12 | 40,691 | 70,039 | |||||||||
| Marketing and shareholders’ communication | 39,863 | 85,004 | ||||||||||
| Office and administrative | 12 | 18,114 | 28,564 | |||||||||
| Depreciation | 7,9 | 20,577 | 20,577 | |||||||||
| Loss from operations | (884,540 | ) | (1,692,611 | ) | ||||||||
| Other income | 4 | 1,000,000 | — | |||||||||
| Foreign currency translation gain | 55,073 | 20,926 | ||||||||||
| Interest income | 3,196 | 26,637 | ||||||||||
| Other income | 1,058,269 | 47,563 | ||||||||||
Net and Comprehensive Income (Loss) | 173,729 | (1,645,048 | ) | |||||||||
Basic and Diluted Income (Loss) per Common Share | 11 | 0.00 | (0.03 | ) | ||||||||
Basic and Diluted Weighted Average Number of Common Shares Outstanding | 11 | 68,504,400 | 63,425,253 | |||||||||
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
| 3 |
ARRAS MINERALS CORP.
Condensed Interim
Consolidated Statements of Changes in Shareholders’ Equity
(Expressed in United States Dollars)
(Unaudited)
| Share Capital | Reserves | |||||||||||||||||||||||
| Common Shares | Amount | Options | Warrants |
Deficit | Shareholders’ Equity | |||||||||||||||||||
| $ | $ | $ | $ | $ | ||||||||||||||||||||
| Balance, October 31, 2023 | 68,504,400 | 17,745,232 | 1,386,080 | 284,500 | (13,775,032 | ) | 5,640,780 | |||||||||||||||||
| Share-based payment | — | — | 45,022 | — | — | 45,022 | ||||||||||||||||||
| Net income for the period | — | — | — | — | 173,729 | 173,729 | ||||||||||||||||||
| Balance, January 31, 2024 | 68,504,400 | 17,745,232 | 1,431,102 | 284,500 | (13,601,303 | ) | 5,859,531 | |||||||||||||||||
| Share Capital | Reserves | |||||||||||||||||||||||
| Common Shares | Amount | Options | Warrants |
Deficit | Shareholders’ Equity | |||||||||||||||||||
| $ | $ | $ | $ | $ | ||||||||||||||||||||
| Balance, October 31, 2022 | 52,566,150 | 12,510,260 | 1,131,705 | 284,500 | (8,057,138 | ) | 5,869,327 | |||||||||||||||||
| Private placement, net of share issue costs | 15,938,250 | 5,234,972 | — | — | — | 5,234,972 | ||||||||||||||||||
| Share-based payment | — | — | 76,167 | — | — | 76,167 | ||||||||||||||||||
| Net loss for the period | — | — | — | — | (1,645,048 | ) | (1,645,048 | ) | ||||||||||||||||
| Balance, January 31, 2023 | 68,504,400 | 17,745,232 | 1,207,872 | 284,500 | (9,702,186 | ) | 9,535,418 | |||||||||||||||||
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
| 4 |
ARRAS MINERALS CORP.
Condensed Interim Consolidated Statement of Cash Flows
(Expressed in United States Dollars)
(Unaudited)
| Three months ended | Three months ended | |||||||
| January 31, 2024 | January 31, 2023 | |||||||
| Operating Activities | $ | $ | ||||||
| Net income (loss) for the period | 173,729 | (1,645,048 | ) | |||||
| Items not affecting cash | ||||||||
| Depreciation | 30,848 | 29,387 | ||||||
| Share-based payment | 45,022 | 76,167 | ||||||
| Interest expense | 4,926 | 6,710 | ||||||
| 254,525 | (1,532,784 | ) | ||||||
| Changes in non-cash working capital | ||||||||
| Other receivables | (764 | ) | 9,757 | |||||
| Prepaid expenses | (179,560 | ) | (98,041 | ) | ||||
| Due to related party | 4,987 | (12,315 | ) | |||||
| Accounts payable and accrued liabilities | 158,515 | 92,722 | ||||||
| Other liability | 237,000 | — | ||||||
| 220,177 | (7,877 | ) | ||||||
| Cash Provided (Used) in Operating Activities | 474,703 | (1,540,661 | ) | |||||
| Financing Activities | ||||||||
| Private placements, net of share issue costs | — | 5,253,994 | ||||||
| Repayment of lease liability | (23,719 | ) | (23,718 | ) | ||||
| Cash (Used) Provided by Financing Activities | (23,719 | ) | 5,230,276 | |||||
| Investing Activity | ||||||||
| Purchase of office and equipment | — | (4,666 | ) | |||||
| Cash Used in Investing Activity | — | (4,666 | ) | |||||
| Net Change in Cash and Cash Equivalents | 450,984 | 3,684,949 | ||||||
| Cash and Cash Equivalents, Beginning of Period | 290,684 | 424,124 | ||||||
| Cash and Cash Equivalents, End of Period | 741,668 | 4,109,073 | ||||||
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
| 5 |
Arras Minerals Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended January 31, 2024 and 2023
(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. Ekidos is in the business of the exploration and evaluation of mineral properties.
The Company’s assets consist of the option to acquire a 100% interest in the Beskauga property (“Beskauga”) and a number of exploration licenses located in northeast Kazakhstan. Operations are conducted through Ekidos.
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.
On December 7, 2023, the Company entered into an Alliance Agreement (the “Teck Alliance Agreement”) with Teck Resources Limited (“Teck”) and received approximately $1.5 million cash, of which $1.0 million was the reimbursement of certain related expenses made by the Company prior to the Teck Alliance Agreement, and $0.5 million for expenditures made or committed to by December 31, 2023 (Note 4).
As of January 31, 2024, the Company had cash and cash equivalents of $0.7 million, which based on current forecasts, is not sufficient to fund the Company’s operation for the next 12 months as a going concern. The Company’s ability to continue as a going concern and fulfill its commitments under the Beskauga option agreement and exploration licenses is dependent upon successful execution of its business plan, raising additional capital, or evaluating other strategic alternatives, such as the Teck Alliance Agreement. The Company expects to continue to raise the necessary funds primarily through the issuance of common shares and funding from strategic partners. 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.
| 2. | BASIS OF PRESENTATION |
| a) | Statement of compliance |
These condensed interim consolidated financial statements were prepared in accordance with International Accounting Standard (“IAS”) 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 consolidated financial statements for the year ended October 31, 2023 (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 notes 3 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 (“IASB”).
These condensed interim consolidated financial statements are presented in United States dollars, which is the Company’s and its subsidiaries’ functional currency.
The Company’s interim results are not necessarily indicative of its results for a full fiscal year.
| 6 |
Arras Minerals Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended January 31, 2024 and 2023
(Expressed in United States dollars)
(Unaudited)
| 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.
Certain comparative figures have been reclassified to conform to the current period’s presentation.
| 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 April 1, 2024.
| 3. | MATERIAL ACCOUNTING POLICIES |
The accounting policies in these condensed interim consolidated financial statements are defined in the Note 3 of the Company’s annual consolidated financial statements for the year ended October 31, 2023 filed on SEDAR on February 27, 2024, except as follows:
Disclosure of material accounting policies
The Company applied the amendments to IAS 1, Presentation of Financial Statements and IFRS Practice Statement 2 issued by the IASB under Disclosure of Accounting Policies effective November 1, 2023. The amendments require entities to disclose their ‘material’, rather than ‘significant’ accounting policies. The amendments also provide guidance on the application of materiality to disclosure of accounting policies that provide useful, entity-specific accounting policy information that users need to understand other information in the financial statements. The amendments did not result in any changes to the Company’s accounting policies themselves.
Other recent accounting pronouncements issued by the IASB did not or are not expected to have a material impact on the Company’s present or future consolidated financial statements.
| 4. | TECK ALLIANCE AGREEMENT |
On December 6, 2023, the Company entered into the Teck Alliance Agreement and received $1,497,668 cash, including $1 million for the reimbursement of certain related expenses made by the Company prior to the Teck Alliance Agreement and $497,668 for exploration activities expected to be committed to or completed by December 31, 2023. Upon the terms and subject to the conditions set forth in the Teck Alliance Agreement, in order for Teck to earn and maintain its option, Teck must incur $5 million in exploration expenditures on two licenses packages totaling approximately 1,736 square kilometers located in Pavlodar, Kazakhstan by December 31, 2025 (the “Initial Exploration Period”). Of this, $2 million is a firm commitment to be completed in calendar year 2024. Arras is initially acting as manager of the projects under the Teck Alliance Agreement and Teck is expected to fund the projects on a quarterly basis based on an agreed upon project budget.
On the completion of the Initial Exploration Period, Teck may exercise an option in the Teck Alliance Agreement by selecting up to four designated properties up to 120 square kilometers each. Teck must pay $500,000 for each designated property to the Company as an additional reimbursement for the previously invested exploration expenditures.
| 7 |
Arras Minerals Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended January 31, 2024 and 2023
(Expressed in United States dollars)
(Unaudited)
Teck will have three options to earn and maintain its option:
| · | “First Option”: Teck may elect to solely fund $5.5 million over the next two years ($2.5 million committed in Year 1) and on completion will be deemed to own 51% of the designated property, |
| · | “Second Option”: Teck may elect to solely fund $18 million over the next three years ($5 million committed in Year 1) to earn an additional 14% (total of 65%) of the designated property, |
| · | “Third Option”: Teck may elect to solely fund $24 million over four years ($6 million committed in Year 1) to earn an additional 10% (total of 75%) of the designated property. |
If Teck elects not to continue with the Teck Alliance Agreement before December 31, 2025, the licenses will remain 100% owned by the Company. If the Teck Alliance Agreement is terminated by Teck without cause at the Initial Exploration Period, the Company is under no obligation to reimburse Teck for amounts contributed under the Teck Alliance Agreement.
As of January 31, 2024, $237,000 of the amount funded by Teck had not yet been incurred, therefore the Company recorded this amount as an other liability.
| Funding from Teck during the period | $ | 497,668 | ||
| Exploration expenditures incurred during the period | (260,668 | ) | ||
| Other liability as of January 31, 2024 | $ | 237,000 | ||
During the three months ended January 31, the Company incurred the following exploration expenditures:
| 2024 | 2023 | |||||||
| Exploration expenditures | $ | 792,012 | $ | 1,282,362 | ||||
| Funding from Teck | (260,668 | ) | — | |||||
| $ | 531,344 | $ | 1,282,362 | |||||
| 5. | 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.
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 (met) |
$4.50 million
|
$4.50 million
|
| By January 26, 2023 (2 years from Closing Date) | $3 million | $5 million (met) | $3.42 million | $7.92 million |
| By January 26, 2024 (3 years from Closing Date) | $5 million |
$10 million (met) |
$2.85 million | $10.77 million |
| By January 26, 2025 (4 years from Closing Date) | $5 million | $15 million | n/a | $10.77 million |
As of January 31, 2024, the Company has met the Year 3 cumulative expenditure requirement under the Beskauga Option Agreement by spending approximately $10.77 million. The expenditures have been incurred via 1) investment agreements with Dostyk LLP, the holder of the Beskauga exploration license, 2) expenditure incurred by Arras and 3) expenditures incurred by Ekidos in relation to the Stepnoe and Ekidos properties. The amounts funded under the investment agreements with Dostyk are non-interest bearing and the Company does not expect the investments to be repaid.
| 8 |
Arras Minerals Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended January 31, 2024 and 2023
(Expressed in United States dollars)
(Unaudited)
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.
In addition, the Beskauga Option Agreement provides that subject to the terms and conditions, 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.
| 6. | PREPAID EXPENSES AND DEPOSITS |
| January 31, 2024 | October 31, 2023 | |||||||
| General insurance | $ | 20,028 | $ | 29,229 | ||||
| Other prepaid deposits - current | 46,675 | 71,349 | ||||||
| Exploration license insurance - current | 104,579 | 93,771 | ||||||
| Land taxes – current | 203,000 | 24,073 | ||||||
| Prepaid expenses and deposits – current | 374,282 | 218,422 | ||||||
| Prepaid deposits - non-current | 33,481 | 33,481 | ||||||
| Exploration license insurance - non-current | 521,000 | 497,300 | ||||||
| Prepaid expenses and deposits – non-current | 554,481 | 530,781 | ||||||
| Total prepaid expenses and deposits | $ | 928,763 | $ | 749,203 | ||||
The terms of the exploration license insurance agreements are equal to the remaining terms of the exploration licenses (six years) plus two years from the effective dates.
| 9 |
Arras Minerals Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended January 31, 2024 and 2023
(Expressed in United States dollars)
(Unaudited)
| 7. | OFFICE AND EQUIPMENT |
| Mining Equipment | Computer Equipment and Software | Office Equipment | Vehicles | Total | ||||||||||||||||
| Cost | ||||||||||||||||||||
| Balance, October 31, 2023 | 122,168 | $ | 9,331 | 7,282 | 103,232 | $ | 242,013 | |||||||||||||
| Balance, January 31, 2024 | 122,168 | $ | 9,331 | 7,282 | 103,232 | $ | 242,013 | |||||||||||||
| Accumulated depreciation | ||||||||||||||||||||
| Balance, October 31, 2023 | 61,733 | $ | 9,331 | 4,045 | 19,725 | $ | 94,834 | |||||||||||||
| Additions | 6,109 | — | 607 | 4,162 | 10,877 | |||||||||||||||
| Balance, January 31, 2024 | 67,842 | $ | 9,331 | 4,652 | 23,887 | $ | 105,712 | |||||||||||||
| Net book value | ||||||||||||||||||||
| Balance, October 31, 2023 | 60,435 | $ | — | 3,237 | 83,507 | $ | 147,179 | |||||||||||||
| Balance, January 31, 2024 | 54,326 | $ | — | 2,630 | 79,345 | $ | 136,301 | |||||||||||||
Included in exploration expenses is $10,271 of depreciation on mining equipment and vehicles.
| Mining Equipment | Computer Equipment and Software | Office Equipment | Vehicles | Total | ||||||||||||||||
| Cost | ||||||||||||||||||||
| Balance, October 31, 2022 | 117,502 | 9,331 | 7,282 | 78,687 | $ | 212,802 | ||||||||||||||
| Additions | 4,666 | — | — | — | 4,666 | |||||||||||||||
| Balance, January 31, 2023 | 122,168 | 9,331 | 7,282 | 78,687 | $ | 217,468 | ||||||||||||||
| Accumulated depreciation | ||||||||||||||||||||
| Balance, October 31, 2022 | 37,533 | 9,331 | 1,618 | 6,020 | $ | 54,502 | ||||||||||||||
| Additions | 5,875 | — | 607 | 2,935 | 9,417 | |||||||||||||||
| Balance, January 31, 2023 | 43,408 | 9,331 | 2,225 | 8,955 | $ | 63,919 | ||||||||||||||
| Net book value | ||||||||||||||||||||
| Balance, October 31, 2022 | 79,969 | — | 5,664 | 72,667 | $ | 158,300 | ||||||||||||||
| Balance, January 31, 2023 | 78,760 | — | 5,057 | 69,732 | $ | 153,549 | ||||||||||||||
Included in exploration expenses is $8,810 of depreciation on office and equipment.
| 10 |
Arras Minerals Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended January 31, 2024 and 2023
(Expressed in United States dollars)
(Unaudited)
| 8. | MINERAL PROPERTIES – EXPLORATION AND EVALUATION ASSET |
The Company, through the asset purchase agreement, 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, which holds other exploration licenses located in Kazakhstan
As of January 31, 2024, 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 the Company acquired Ekidos, including a $4,383,656 mineral property asset located in Kazakhstan on February 3, 2022.
| Balance, January 31, 2024 and October 31, 2023 | $ | 5,035,259 |
Additionally, the Company holds its interest in the Stepnoe and Ekidos properties through the Stepnoe and Ekidos Joint Venture Agreement (the “Stepnoe and Ekidos JV Agreement”), and the Akkuduk, Nogurbek, Maisor, Elemes, Aktasty, Besshoky, Aimandai and South Bozshakol properties through the Maikain Joint Venture Agreement (the “Maikain JV Agreement”).
Stepnoe and Ekidos JV Agreement
In connection with the spin-off and pursuant to the Separation and Distribution Agreement (Note 5), Silver Bull transferred its interest in the Stepnoe and Ekidos JV Agreement to Arras.
On September 1, 2020, Silver Bull entered into the Stepnoe and Ekidos JV Agreement in connection with, among other things, mineral license applications (the “Stepnoe and Ekidos Licenses”) for, and further exploration and evaluation of certain properties, including the Stepnoe and Ekidos properties located in Kazakhstan. The exploration licenses for the Stepnoe and Ekidos properties were granted on October 22, 2020.
The Company (through Ekidos LLP) and Copperbelt have initial participating interests in the joint venture of 80% and 20%, respectively. Pursuant to the Stepnoe and Ekidos JV Agreement, once the Company spends a minimum of $3,000,000 on either the Stepnoe or Ekidos property, the Company has the option to acquire Copperbelt’s participating interest in such property for $1,500,000. As of January 31, 2024, approximately $1,571,000 of the required expenditures have been incurred under the Beskauga Option Agreement (Note 5).
The Stepnoe and Ekidos JV Agreement shall terminate automatically upon there being one participant in the joint venture, or by written agreement between the parties.
On November 11, 2023, the Stepnoe and Ekidos JV Agreement was amended to allow for financing and third- party support of exploration and development activities on some or all of the JV licenses.
Maikain JV Agreement
On May 20, 2021, Ekidos LLP entered into 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, Aktasty, Besshoky, Aimandai and South Bozshakol properties located in Kazakhstan. The following exploration licenses have been granted for an initial six-year period, with the possibility of a five-year extension.
The Company (through Ekidos LLP) and Orogen LLP have initial participating interests in the Maikain joint venture of 80% and 20%, respectively. Pursuant to the Maikain JV Agreement, once the Company spends a minimum of $3,000,000 on a property in the area of interest, the Company has the option to acquire Orogen LLP’s participating interest in such property for $1,500,000. As of January 31, 2024, approximately $2,126,000 of the required expenditures have been incurred.
The Maikain JV Agreement shall terminate automatically upon the earlier of (i) there being one participant in the joint venture, (ii) by written agreement between the parties, or (iii) May 20, 2024.
On November 11, 2023, the Maikain JV Agreement was amended to accommodate the Teck Alliance Agreement to allow for third-party financing and support of exploration and development activities on some or all of the JV licenses. The amended agreement also clarifies that the Maikain JV Agreement shall not terminate and will continue in full force and effect with respect to any mineral licenses held by or on behalf of the Maikain joint venture as of the date of expiry (May 20, 2024).
| 11 |
Arras Minerals Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended January 31, 2024 and 2023
(Expressed in United States dollars)
(Unaudited)
| 9. | 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 three month period ended January 31, 2024 is as follows:
Right-of-use asset
| Value of ROU asset as of October 31, 2022 | $ | 266,268 | ||||
| Depreciation | (79,880 | ) | ||||
| Value of ROU asset as of October 31, 2023 | 186,388 | |||||
| Depreciation | (19,971 | ) | ||||
| Value of ROU asset as of January 31, 2024 | $ | 166,417 | ||||
Lease liability
| Lease liability recognized as of October 31, 2022 | $ | 273,541 | ||
| Lease payments | (94,875 | ) | ||
| Lease interest | 24,221 | |||
| Lease liability recognized as of October 31, 2023 | 202,887 | |||
| Lease payments | (23,719 | ) | ||
| Lease interest | 4,926 | |||
| Lease liability recognized as of January 31, 2024 | $ | 184,094 | ||
| Current portion | $ | 80,040 | ||
| Non-current portion | 104,054 | |||
| Closing balance | $ | 184,094 | ||
Undiscounted lease payment obligations
| Less than one year | $ | 98,179 | ||
| One to four years | 108,239 | |||
| Total undiscounted lease liabilities | $ | 206,418 | ||
| 12 |
Arras Minerals Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended January 31, 2024 and 2023
(Expressed in United States dollars)
(Unaudited)
| 10. | 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 January 31, 2024 and October 31, 2023, there were 68,504,400 common shares issued and outstanding.
During the three months ended January 31, 2024, no common shares were issued.
During the three months ended January 31, 2023, the following transactions occurred:
The Company completed a series of tranches of a private placement, issuing a total of 15,938,250 common shares at a price of $CDN 0.45 per common share for gross proceeds of $CDN 7,172,213 ($5,340,350). The Company paid finder’s fees totaling $CDN 84,432 ($61,629) to agents with respect to certain purchasers who were introduced to the Company. The Company incurred other offering costs associated with this private placement in the amount of $43,749.
Shares held in escrow
As a requirement of the Company’s listing on the TSX Venture Exchange on June 14, 2022 (the “Listing Date”), certain directors, officers and their affiliates were required to have their shares held in escrow by the Company’s transfer agent.
As at January 31, 2024, 1,124,533 (October 31, 2023 – 1,499,374) of the Company’s common shares were held in escrow, to be released as follows:
· 1/3 of remaining escrow securities on June 14, 2024 (the 24-month anniversary of the Listing Date);
· 1/2 of remaining escrow securities on December 14, 2024 (the 30-month anniversary of the Listing Date); and
· The remaining escrow securities on June 14, 2025 (the 36-month anniversary of the Listing Date).
| c) | Stock options |
Pursuant to the Company’s Equity Incentive Plan (the “Plan”) approved by the Board of Directors, the Company grants stock options to employees, directors, officers and advisors. Under the Plan, options can be granted for a maximum term of ten years and the stock options shall vest in three equal installments, with one third of the options vesting on each of the grant date, the first-year anniversary of the grant date and the second anniversary of the grant date, unless otherwise designated by the Board. Further, the exercise price shall not be less than the price of the Company’s common shares on the date of the stock option grant.
| 13 |
Arras Minerals Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended January 31, 2024 and 2023
(Expressed in United States dollars)
(Unaudited)
No options were granted or exercised during the three months ended January 31, 2024 and 2023.
Stock option transactions are summarized as follows:
The following options were outstanding at January 31, 2024:
| Number of Options | Weighted Average Exercise Price | |||||||||
| Balance, October 31, 2022 | 5,460,000 | 0.39 ($CDN 0.53) | ||||||||
| Cancelled | (300,000 | ) | 0.40 ($CDN 0.50) | |||||||
| Balance, October 31, 2023 | 5,160,000 | 0.39 ($CDN 0.53) | ||||||||
| Balance, January 31, 2024 | 5,160,000 | 0.39 ($CDN 0.53) | ||||||||
The following options were outstanding and exercisable at January 31, 2024:
| 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 ($0.36) | 3,500,000 | 3,500,000 | 2.205 | |||||||||||||
| August 5, 2021 | August 4, 2026 | $CDN 0.50 ($0.36) | 800,000 | 800,000 | 2.516 | |||||||||||||
| September 24, 2021 | September 23, 2026 | $CDN 0.50 ($0.36) | 160,000 | 160,000 | 2.65 | |||||||||||||
| December 7, 2021 | December 7, 2026 | $CDN 1.00 ($0.72) | 100,000 | 100,000 | 2.85 | |||||||||||||
| March 2, 2022 | March 2, 2027 | $CDN 1.00 ($0.72) | 300,000 | 200,000 | 3.08 | |||||||||||||
| September 22, 2022 | September 22, 2027 | $CDN 0.35 ($0.25) | 300,000 | 200,000 | 3.64 | |||||||||||||
| 5,160,000 | 4,960,000 | 2.41 | ||||||||||||||||
The following options were outstanding and exercisable at January 31, 2023:
| 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 | 2,466,666 | 3.20 | |||||||||||||
| August 5, 2021 | August 4, 2026 | $CDN 0.50 ($0.40) | 800,000 | 533,334 | 3.51 | |||||||||||||
| September 24, 2021 | September 23, 2026 | $CDN 0.50 ($0.40) | 260,000 | 173,332 | 3.65 | |||||||||||||
| December 7, 2021 | December 7, 2026 | $CDN 1.00 ($0.79) | 100,000 | 33,333 | 3.85 | |||||||||||||
| March 2, 2022 | March 2, 2027 | $CDN 1.00 ($0.79) | 300,000 | 100,000 | 4.08 | |||||||||||||
| September 22, 2022 | September 22, 2027 | $CDN 0.35 ($0.26) | 300,000 | 100,000 | 4.64 | |||||||||||||
| 5,460,000 | 3,406,665 | 3.35 | ||||||||||||||||
The weighted average remaining contractual life for options outstanding is 2.41 years and 3.35 year ended January 31, 2024 and 2023, respectively.
The total fair value of options granted during the three months ended January 31, 2024 and 2023 was $nil.
| 14 |
Arras Minerals Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended January 31, 2024 and 2023
(Expressed in United States dollars)
(Unaudited)
As of January 31, 2024, there is a total remaining unrecognized compensation expenses of $7,469 (October 31, 2023 - $16,410) which will be expensed in future reporting periods.
Total share-based payments recognized during the three months ended January 31, 2024 was $8,940 (three months ended January 31, 2023: $76,167), which was expensed in the condensed interim consolidated statements of income (loss) and comprehensive loss.
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 $nil (2023 – $26,466) were recognized as personnel expenses for options granted to employees, $8,250 (2023 – $37,983) were recognized in directors’ fees for options granted to directors and $690 (2023 - $11,718) was recognized as exploration for options granted to employees and consultants for the three months ended January 31, 2024.
| d) | Restricted shares units (“RSUs”) |
On February 24, 2023, the Company granted 414,984 equity-settled RSUs to officers, in accordance with the Company’s Equity Incentive Plan. The grant date fair value of the RSUs was $CDN 0.47. RSUs are awards for service which upon vesting and settlement entitle the recipient to receive common shares. Vesting conditions for RSUs are set by the Board but must be at least one year following the grant date. The RSUs granted vest in a single tranche, one year from the grant date.
Compensation expense for RSUs was $36,082 for the three months ended January 31, 2024 (2023 – $nil) and is presented as personnel costs.
At January 31, 2024, the following RSUs were outstanding:
|
Number of RSUs Outstanding
|
Fair Value Per Arras Share issuable | |||
| Balance, January 31, 2024 and October 31, 2023 | 414,984 | $CDN | 0.47 |
| 15 |
Arras Minerals Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended January 31, 2024 and 2023
(Expressed in United States dollars)
(Unaudited)
| e) | Shares issuable for Silver Bull Warrants |
On March 19, 2021, pursuant to an asset purchase agreement with Silver Bull, a majority shareholder (88% interest at the time) 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, to 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.
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, January 31, 2024 and October 31, 2023 | 1,971,289 | $ | 0.25 | $ | 0.34 | |||||||||
No warrants were issued or exercised during the three months ended January 31, 2024 and 2023.
The following warrants were outstanding at January 31, 2024:
| Expiry Date | Exercise Price | Number of Options Outstanding | Weighted Average Remaining Life |
| October 27, 2025 | $0.25 | 1,971,289 | 1.74 |
| 11. | EARNINGS (LOSS) PER SHARE |
All options and warrants are potentially dilutive in the three months ended January 31, 2024 and 2023, but excluded from the calculation of diluted earnings per share are those for which the average market prices are below the exercise price.
| 12. | RELATED PARTY TRANSACTIONS |
Included in accounts payable and accrued liabilities at January 31, 2024 is $249,218 (October 31, 2023 - $278,026) due to officers and directors of the Company for their compensation and services. The balance of due to officers are to be settled in RSUs and cash within one year and bear no interest. Unpaid amounts due to directors are unsecured and bear no interest.
As at January 31, 2024 and 2023, due to related party consists of $62,840 due to Silver Bull for shared employees’ salaries and office expenses (October 31, 2023 - $57,853). The balance of due to related party is interest free and is to be repaid on demand.
During the three months ended January 31, 2024 and 2023, expenses totalling $55,094 and $48,834 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.
For the Three Month Periods Ended:
| January 31, 2024 | January 31, 2023 | ||||||
| Personnel | $ | 59,544 | $ | 55,800 | ||||
| Office and administrative | 7,250 | 4,251 | ||||||
| Office rent reimbursement | (11,700 | ) | (11,217 | ) | ||||
| $ | 55,094 | $ | 48,834 | |||||
During the three months ended January 31, 2024 and 2023, the Company paid or accrued the following amounts to officers, directors or companies controlled by officers and/or directors:
| January 31, 2024 | January 31, 2023 | |||||||
| Share-based payment | $ | 8,250 | $ | 61,827 | ||||
| Directors’ fees | 31,643 | 31,268 | ||||||
| Personnel | 150,356 | 143,598 | ||||||
| $ | 190,249 | $ | 236,693 | |||||
| 16 |
Arras Minerals Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended January 31, 2024 and 2023
(Expressed in United States dollars)
(Unaudited)
| 13. | COMMITMENTS AND CONTINGENCIES |
Contractual obligated per calendar year requirements as at January 31, 2024 are as follows:
| <1 year ($) | 1-2 years $) | 2-3 years $) | 3-4 years ($) | 4-5 years ($) | Total ($) | |||||||||||||||||||
| Lease commitments (Note 9) | 98,000 | 100,000 | 8,000 | — | — | 206,000 | ||||||||||||||||||
| Beskauga Option agreement commitments (Note 5) | 4,226,000 | — | — | — | — | 4,226,000 | ||||||||||||||||||
| Exploration licenses expenditure commitments | 2,077,000 | 2,451,000 | 2,464,000 | 1,886,000 | 756,000 | 9,634,000 | ||||||||||||||||||
| 6,401,000 | 2,551,000 | 2,472,000 | 1,886,000 | 756,000 | 14,066,000 | |||||||||||||||||||
The Company’s commitments include contractually obligated payments associated to its office lease (Note 9), the exploration expenditure requirements under the Beskauga Option Agreement (detailed in Note 5), and minimum expenditure requirements to maintain its exploration licenses as mandated by the Kazakh government authorities to keep the tenements in good standing.
| 14. | SUPPLEMENTAL CASH FLOW |
As at January 31, 2024, cash and cash equivalents consist of guaranteed investment certificates (“GIC”) of $62,476 (October 31, 2023 – $60,511) and $679,192 in cash (October 31, 2023 - $230,173) held in bank accounts. The GIC is a 30-day cashable term deposit with an interest rate at 4.9%, as of January 31, 2024.
| January 31, 2024 | January 31, 2023 | |||||||
| Interest paid | $ | — | $ | — | ||||
| Income taxes paid | — | — | ||||||
| Non-cash investing and financing activities | ||||||||
| Offering costs included in accounts payable and liabilities | $ | — | $ | 19,022 | ||||
| 15. | FINANCIAL INSTRUMENTS |
The Company’s financial instruments consist of cash and cash equivalents, accounts payable and accrued liabilities, lease liability, other liability and due to 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 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. 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 include guaranteed investment certificates for terms of less than 100 days acquired from a Canadian financial institution.
| 17 |
Arras Minerals Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended January 31, 2024 and 2023
(Expressed in United States dollars)
(Unaudited)
| 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 January 31, 2024, the Company had net working capital of $71,000 (October 31, 2023 – net working capital deficit of $134,000) and cash and cash equivalents of $742,000 (October 31, 2023 - $290,000), and is exposed to significant liquidity risk at this time. Furthermore, as the Company is in the exploration stage, it will periodically have to raise funds to continue operations and intends to raise further financing through equity offerings.
Accounts payable and accrued liabilities, other liability and due to related party are non-interest-bearing and are normally settled on 30-day terms.
| 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 January 31, 2024, a 10% strengthening (weakening) of the Canadian dollar against the United States dollar would have increased (decreased) the Company’s comprehensive income (loss) by approximately $29,000 for the three months ended January 31, 2024 (October 31, 2023 - $20,000).
The Company also maintains a minimum cash balance of local currency in a bank account in Kazakhstan. Due to the small balance, the Company assessed Kazakh Tenge 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, accounts payable and accrued liabilities, other liability and due to related party. The lease liability is classified as Level 3 financial instruments. The carrying values approximate the fair values due to the short-term maturity of these instruments except the lease liability. There were no transfers between fair value levels during the three months ended January 31, 2023.
| 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 three months ended January 31, 2024.
| 18 |
Arras Minerals Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended January 31, 2024 and 2023
(Expressed in United States dollars)
(Unaudited)
| 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 January 31, 2024, the Company’s exploration and evaluation assets are currently located in Kazakhstan.
The following table details the allocation of assets included in the accompanying condensed interim consolidated statement of financial position at January 31, 2024:
| Canada | Kazakhstan | Total | ||||||||||
| Cash and cash equivalents | $ | 472,000 | $ | 270,000 | $ | 742,000 | ||||||
| Other receivables | 12,000 | — | 12,000 | |||||||||
| Prepaid expenses | 24,000 | 350,000 | 374,000 | |||||||||
| Office and equipment, net | 57,000 | 79,000 | 136,000 | |||||||||
| Minerals properties | — | 5,035,000 | 5,035,000 | |||||||||
| Right-of use assets | 166,000 | — | 166,000 | |||||||||
| Prepaid expense non-current | 33,000 | 522,000 | 555,000 | |||||||||
| $ | 764,000 | $ | 6,256,000 | $ | 7,020,000 | |||||||
The following table details the allocation of assets included in the accompanying condensed interim consolidated statement of financial position at October 31, 2023:
| Canada | Kazakhstan | Total | ||||||||||
| Cash and cash equivalents | $ | 208,000 | $ | 83,000 | $ | 291,000 | ||||||
| Other receivables | 11,000 | — | 11,000 | |||||||||
| Prepaid expenses | 41,000 | 178,000 | 219,000 | |||||||||
| Office and equipment | 64,000 | 84,000 | 148,000 | |||||||||
| Minerals properties | — | 5,035,000 | 5,035,000 | |||||||||
| Right-of use assets | 186,000 | — | 186,000 | |||||||||
| Prepaid expense non-current | 33,000 | 497,000 | 530,000 | |||||||||
| $ | 543,000 | $ | 5,877,000 | $ | 6,420,000 | |||||||
| 19. | SUBSEQUENT EVENTS |
On February 9, 2024, the Company received $626,000 from Teck pursuant to the Teck Alliance Agreement to fund the alliance exploration activities for the first calendar quarter of 2024.
On February 27, 2024, the Company granted 1,495,484 RSUs to officers, in accordance with the Company’s Equity Incentive Plan. The grant date fair value of the RSUs was $CDN 0.195. RSUs are awards for service which upon vesting and settlement entitle the recipient to receive common shares. Vesting conditions for RSUs are set by the Board but must be at least one year following the grant date. The RSUs granted vest in a single tranche, one year from the grant date.
On March 14, 2024, 414,984 RSUs that were granted in 2023 were settled as common shares of the Company.
19
Exhibit 99.2
Management’s Discussion and Analysis
For the three months ended January 31, 2024 and 2023
(Expressed in United States dollars)
ARRAS MINERALS CORP.
Management’s Discussion and Analysis
For the three months ended January 31, 2024 and 2023
(Expressed in United States Dollars, except as noted)
Introduction
This management’s discussion and analysis (“MD&A”) has been prepared by management in accordance with the requirement of NI 51-102 as of April 1, 2024, reviews and summarizes the activities of Arras Minerals Corp. (the “Company” or “Arras”) for the three months period ended January 31, 2024 and 2023, and was prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. This MD&A is intended to supplement the Company’s unaudited condensed interim consolidated financial statements for the three months ended period January 31, 2024 and the Company’s audited consolidated financial statements for the year ended October 31, 2023, and the related notes contained respectively therein which have been prepared under IFRS. All amounts are in United States dollars (“$USD”) unless otherwise specified.
Management is responsible for the preparation and integrity of the condensed interim consolidated 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.
GENERAL BUSINESS OVERVIEW
Arras is a Canadian exploration and development company advancing a portfolio of copper and gold assets in northeastern Kazakhstan. The Company has secured the third-largest license package in the country for copper and gold-focused exploration, trailing only Rio Tinto and Fortescue Metals Group in size. 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.sedarplus.com.
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”). 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 in the capital of the Company (each a “Common Share”) 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.
On December 6, 2023, the Company entered into an Alliance Agreement (the “Teck Alliance Agreement”) with Teck Resources Limited (“Teck”) as described in the “Discussion of Operations” section below.
| 1 |
ARRAS MINERALS CORP.
Management’s Discussion and Analysis
For the three months ended January 31, 2024 and 2023
(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 January 31, 2024 and 2023 and should be read in conjunction with the Company’s condensed interim consolidated financial statements, which are available at www.sedarplus.com:
| January 31, 2024 | October 31, 2023 | |||||||
| $ | $ | |||||||
| Cash and cash equivalents | 741,668 | 290,684 | ||||||
| Mineral properties | 5,035,259 | 5,035,259 | ||||||
| Total assets | 7,020,218 | 6,419,760 | ||||||
| Current liabilities | 1,056,633 | 654,161 | ||||||
| Total liabilities | 1,160,687 | 778,980 | ||||||
| Working capital (deficit) | 71,127 | (134,008 | ) | |||||
| For the three months ended January 31, 2024 | For the three months ended January 31, 2023 | |||||||
Expenses | $ | $ | ||||||
| Exploration | 531,344 | 1,282,362 | ||||||
| Personnel | 175,203 | 192,727 | ||||||
| Professional services | 58,748 | 13,338 | ||||||
| Directors’ fees | 40,691 | 70,039 | ||||||
| Marketing and shareholders’ communication | 39,863 | 85,004 | ||||||
| Office and administrative | 18,114 | 28,564 | ||||||
| Depreciation | 20,577 | 20,577 | ||||||
| Loss from operations | (884,540 | ) | (1,692,611 | ) | ||||
| Other income | 1,000,000 | — | ||||||
| Foreign currency translation gain | 55,073 | 20,926 | ||||||
| Interest income | 3,196 | 26,637 | ||||||
| Other income | 1,058,269 | 47,563 | ||||||
Net and Comprehensive Income (Loss) for the Period | 173,729 | (1,645,048 | ) | |||||
Basic and Diluted Income (Loss) Per Common Share | 0.00 | (0.03 | ) | |||||
Basic and Diluted Weighted Average Number of Common Shares Outstanding | 68,504,400 | 63,425,253 | ||||||
For the three months ended January 31, 2024 and 2023
For the three months ended January 31, 2024, the Company had no revenue, with a net income of $173,729 compared to a net loss of $1,645,048 for the same period last year.
Exploration costs
Exploration costs decreased $751,000 to $531,000 for the three months ended January 31, 2024 as compared to $1,282,000 for the same period last year. The decrease was primarily due to a reduction in exploration activities during the current winter period, as well as Teck funding approximately $261,000 of project expenditures pursuant to the Teck Alliance Agreement.
| 2 |
ARRAS MINERALS CORP.
Management’s Discussion and Analysis
For the three months ended January 31, 2024 and 2023
(Expressed in United States Dollars, except as noted)
Personnel
Personnel costs decreased $18,000 to $175,000 for the three months ended January 31, 2024 as compared to $193,000 for the same period last year. The decrease was mainly due to a $26,000 decrease in stock-based compensation, which was partially offset by a $8,000 increase in salary costs.
Professional services
Professional fees increased $46,000 to $59,000 for the three months ended January 31, 2024 as compared to $13,000 for the same period last year. The increase was mainly due to an increase in legal, accounting costs, other professional fees related to the compensation analysis and timing of accruals during the current period.
Directors’ fees
Directors’ fees decreased $29,000 to $41,000 for the three months ended January 31, 2024 as compared to the $70,000 for the same period last year. The decrease was entirely due to a decrease in stock-based compensation compared to the same period last year.
Marketing and shareholder’s communication
Marketing and shareholders’ communication decreased $45,000 to $40,000 for the three months ended January 31, 2024 as compared to $85,000 for the same period last year. The decrease was mainly due to the reduced promotional activities in the current period, whereas during the three months ended January 31, 2023, the Company’s incurred marketing costs related to the private placement completed in December 2022.
Office and administrative
Office and administrative costs decreased $11,000 to $18,000 for the three months ended January 31, 2024 as compared to $29,000 for the same period last year. The decrease was mainly due a decrease in 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 $8,000 for the three months ended January 31, 2024 from $64,000 for the same period last year. This was mainly due to stock options vesting in the three months ended January 31, 2024 having a lower fair value than stock options vesting in the comparable period.
Depreciation
Depreciation costs in the three months ended January 31, 2024 were similar to the such costs in the same period last year.
Other income
The Company recorded other income of $1,058,000 for the three months ended January 31, 2024, as compared to other income of $48,000 for the comparable period last year. Other income in the current period was primarily the $1,000,000 from Teck pursuant to Teck Alliance Agreement, as described in the “Discussion of Operations” section below. Additionally, the Company recorded a $55,000 foreign currency exchange gain for the three months ended January 31, 2024. In the prior period, other income was from a $21,000 foreign currency exchange gain and $27,000 in interest income. The foreign currency exchange gains in the three months ended January 31, 2024 and 2023 were the result of the appreciation of the $CDN during the periods.
| 3 |
ARRAS MINERALS CORP.
Management’s Discussion and Analysis
For the three months ended January 31, 2024 and 2023
(Expressed in United States Dollars, except as noted)
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 originally issued under the old Kazakh permitting system, and was converted to an exploration license under the current Kazakh mining code in 2023, 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.
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.
In 2022, diamond drilling continued to test targets in, and around the known mineralization of the Beskauga deposit and also along the trend of known anomalous mineralization. Follow-up soil sampling and additional KGK drilling was also completed targeting areas of interest identified from the airborne magnetic survey flown in 2021. Drill results to date continue to demonstrate broad intervals of copper-gold mineralization starting immediately below the unconsolidated cover layer which is approximately 40 meters in depth. KGK drilling throughout 2022 continued to extend the anomalous copper and gold mineralization found in bedrock just below the unconsolidated cover layer which has led to additional diamond drill targets being prioritized. In 2023, the Company completed 6,444 meters of diamond drilling through its wholly-owned subsidiary, Ekidos LLP. During the three months ended January 31, 2024, the Company completed an additional 2,146 meters of diamond drilling. For the project to March 31, 2024, approximately 26,022 meters of diamond drilling has been completed.
On May 27, 2023, the government of Kazakhstan agreed to convert the Beskauga exploration contract to an exploration license under the current Kazakh mining code. On August 8, 2023, exploration license 2092-EL was granted until February 8, 2024, with the option to renew for an additional five-year period. On November 3, 2023, the exploration license 2092-EL was renewed until February 8, 2029.
Resource Estimation
The table below summarizes the current 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.
| 4 |
ARRAS MINERALS CORP.
Management’s Discussion and Analysis
For the three months ended January 31, 2024 and 2023
(Expressed in United States Dollars, except as noted)
Teck Alliance Agreement
On December 7, 2023, the Company entered into the Teck Alliance Agreement and received $1,497,668 cash, including $1 million for the reimbursement of certain related expenses made by the Company prior to the Teck Alliance Agreement and $497,668 for exploration activities expected to be committed to or completed by December 31, 2023. Upon the terms and subject to the conditions set forth in the Teck Alliance Agreement, in order for Teck to earn and maintain its option, Teck must incur $5 million in exploration expenditures on two licenses packages totaling approximately 1,736 square kilometers located in Pavlodar, Kazakhstan by December 31, 2025 (the “Initial Exploration Period”). Of this, $2 million is a firm commitment to be completed in calendar year 2024. Arras is initially acting as manager of the projects under the Teck Alliance Agreement and Teck is expected to fund the projects on a quarterly basis based on an agreed upon project budget.
On the completion of the Initial Exploration Period, Teck may exercise an option in the Teck Alliance Agreement by selecting up to four designated properties up to 120 square kilometers each. Teck must pay $500,000 for each designated property to the Company as an additional reimbursement for the previously invested exploration expenditures.
Teck will have three options to earn and maintain its option:
| • | “First Option”: Teck may elect to solely fund $5.5 million over the next two years ($2.5 million committed in Year 1) and on completion will be deemed to own 51% of the designated property, |
| • | “Second Option”: Teck may elect to solely fund $18 million over the next three years ($5 million committed in Year 1) to earn an additional 14% (total of 65%) of the designated property, |
| • | “Third Option”: Teck may elect to solely fund $24 million over four years ($6 million committed in Year 1) to earn an additional 10% (total of 75%) of the designated property. |
If Teck elects not to continue with the Teck Alliance Agreement before December 31, 2025, the licenses will remain 100% owned by the Company. If the Teck Alliance Agreement is terminated by Teck without cause at the Initial Exploration Period, the Company is under no obligation to reimburse Teck for amounts contributed under the Teck Alliance Agreement.
As of January 31, 2024, $237,000 of the amount funded by Teck had not yet been incurred, therefore the Company recorded this amount as an other liability.
Exploration Licenses
In addition to the Ekidos and Stepnoe licenses, 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, Norgubek, Maisor, Elemes, Aktasty, Besshoky, Aimanday and South Bosshakol properties located in Kazakhstan.
As of January 31, 2024, Arras’s wholly-owned subsidiary, Ekidos LLP, has been granted 14 exploration licenses in Kazakhstan. These exploration licenses have been granted for an initial 6-year period, with the possibility of a 5-year extension.
| 5 |
ARRAS MINERALS CORP.
Management’s Discussion and Analysis
For the three months ended January 31, 2024 and 2023
(Expressed in United States Dollars, except as noted)
| Property | Exploration License | Year Granted | Exploration Blocks | ||||
| Ekidos | 875-EL | 2020 | 118 | ||||
| Stepnoe | 876-EL | 2020 | 174 | ||||
| Akkuduk | 1178-EL | 2021 | 116 | ||||
| Nogurbek | 1413-EL | 2021 | 141 | ||||
| Maisor | 1471-EL | 2021 | 200 | ||||
| Elemes | 1555-EL | 2022 | 198 | ||||
| Aktasty | 1675-EL | 2022 | 197 | ||||
| Besshoky | 1819-EL | 2022 | 37 | ||||
| Aimandai | 1840-EL | 2022 | 50 | ||||
| South Bozshakol | 1866-EL | 2022 | 86 | ||||
| Azhe - 1 | 2207-EL | 2023 | 58 | ||||
| Karatol - 2 | 2208-EL | 2023 | 24 | ||||
| Tay | 2241-EL | 2023 | 56 | ||||
| Beskauga West | 2345-EL | 2024 | 8 | ||||
| Beskauga East | 2346-EL | 2024 | 8 | ||||
| Karatol - 3 | 2367-EL | 2024 | 45 | ||||
Each exploration block is approximately 2.1 square kilometres.
Exploration Plan for 2024
In 2024, the exploration program at the Beskauga Property will encompass a continuation of geological mapping and sampling, alongside additional diamond drilling. This program’s blueprint draws upon Arras' 2023 findings, as well as historical geological data from other firms and various geophysical surveys. Its objective is to enhance the current resource and explore the broader, undrilled area.
The program may include a 5,000-meter exploration drill initiative to comprehensively examine Beskauga’s mineralizing system. It will also involve gathering multi-element litho-geochemical and hyperspectral data from historical pulps and drill cores, along with ongoing relogging of selected drill cores. Furthermore, the program includes follow-up investigations on regional targets using geophysics and prospect drilling within the Beskauga license area.
A key aim of the 2024 program is to determine Arras' decision regarding the potential purchase of the Beskauga license from Copperbelt.
| 6 |
ARRAS MINERALS CORP.
Management’s Discussion and Analysis
For the three months ended January 31, 2024 and 2023
(Expressed in United States Dollars, except as noted)
Overall, the 2024 program aims to deepen the Company’s understanding of the deposit architecture and support the development of an enhanced three-dimensional (3D) geological model, crucial for guiding additional metallurgical sampling and other objectives. The outlined activities are slated for completion by December 31, 2024.
Apart from the Beskauga license, Arras holds additional regional mineral exploration licenses (Elemes, Aimandai, Stepnoe & Ekidos), all targeting the same geological belt hosting the Beskauga deposit. These areas are early-stage Greenfield projects. The 2024 work program builds upon activities from the preceding year and includes:
| • | Compilation of historical Soviet data on these areas to glean insights into their geology, mineralization, and exploration prospects. |
| • | Follow-up mapping and prospecting to identify rock types, structures, and other geological features, alongside systematic searches for mineralization. |
| • | Targeting areas with suitable soil horizons through soil grids to detect anomalies indicative of mineralization. |
| • | Conducting targeted geophysics and prospect drilling in prospective areas to confirm and delineate mineralization. |
Furthermore, with Teck, the Company has agreed upon a work program for the Teck Alliance Agreement properties, encompassing an additional eight licenses controlled by Arras (Azhe1, Karatol 2, Bozshakol South, Maisor, Aktasty, Nogurbek, Akkuduk and Besshoky). Key aspects of this alliance include Teck’s funding of generative exploration work through 2025, with Arras acting as manager initially. The 2024 exploration program with Teck largely mirrors that of Arras' regional licenses, focusing on compiling historical data, mapping, prospecting, soil grid targeting, geophysics, and prospect drilling.
The location of all Licenses mentioned are shown in the map below.
Figure 1. Map showing Arras’s mineral licence situation. Package A & Package B fall under the Strategic Alliance agreement with Teck Resources. Elemes, Aimandai, Tay, Stepnoe and Ekidos are licences controlled by Arras. The Beskauga licence is controlled by Arras via an option to purchase agreement with the Swiss private company Copperbelt AG.
The work programs at Beskauga and the regional mineral exploration licenses will be carried out concurrently as a single phase of work, subject to the Company obtaining sufficient financing.
| 7 |
ARRAS MINERALS CORP.
Management’s Discussion and Analysis
For the three months ended January 31, 2024 and 2023
(Expressed in United States Dollars, except as noted)
Exploration and Evaluation Assets
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 (met) | $4.50 million |
$4.50 million |
| By January 26, 2023 (2 years from Closing Date) | $3 million | $5 million (met) | $3.42 million | $7.92 million |
| By January 26, 2024 (3 years from Closing Date) | $5 million | $10 million (met) |
$2.85 million | $10.77 million |
| By January 26, 2025 (4 years from Closing Date) | $5 million | $15 million | n/a | $10.77 million |
As of January 31, 2024, the Company has met the Year 3 cumulative expenditure requirement under the Beskauga Option Agreement by spending approximately $10.77 million. The expenditures have been incurred via 1) investment agreements with Dostyk LLP, the holder of the Beskauga exploration license, 2) expenditure incurred by Arras and 3) expenditures incurred by Ekidos in relation to the Stepnoe and Ekidos properties. The amounts funded under the investment agreements with Dostyk are non-interest bearing and the Company does not expect the investments to be repaid.
The Beskauga Option Agreement also provides that subject to the terms and conditions, 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 $1,500,000 in cash.
In addition, the Beskauga Option Agreement provides that subject to its terms and conditions, the Company may be obligated to make the following bonus payments (collectively, the “Bonus Payments”) to Copperbelt if the Beskauga Main Project or the Beskauga South Project is the subject of a bankable feasibility study prepared in compliance with National Instrument 43-101 (“NI 43-101”) indicating gold equivalent resources in the amounts set forth below, with (i) (A) 20% of the Bonus Payments payable after completion of the bankable feasibility study or after the mineral resource statement is finally determined and (B) the remaining 80% of the Bonus Payments due within 15 business days of commencement of on-site construction of a mine for the Beskauga Main Project or the Beskauga South Project, as applicable, and (ii) up to 50% of the Bonus Payments payable in shares of Silver Bull common stock to be valued at the 20-day volume-weighted average trading price of the shares on the Toronto Stock Exchange calculated as of the date immediately preceding the date such shares are issued:
| 8 |
ARRAS MINERALS CORP.
Management’s Discussion and Analysis
For the three months ended January 31, 2024 and 2023
(Expressed in United States Dollars, except as noted)
| Gold equivalent resources | Cumulative Bonus Payments (US$) |
| 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.
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.
Mineral Property
As of January 31, 2024, 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, October 31, 2021 | $ | 651,603 | ||||
| Acquisition of Ekidos | 4,383,656 | |||||
| Balance, October 31, 2022 | $ | 5,035,259 | ||||
| Balance, January 31, 2024 and October 31, 2023 | $ | 5,035,259 | ||||
| 9 |
ARRAS MINERALS CORP.
Management’s Discussion and Analysis
For the three months ended January 31, 2024 and 2023
(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 January 31, 2024 and 2023 are as follows:
| For the three months ended January 31, 2024 | For the three months ended January 31, 2023 | |||||||
| Drilling and sampling | $ | 352,449 | $ | 824,654 | ||||
| Personnel | 284,907 | 302,198 | ||||||
| Site operations | 127,256 | 115,113 | ||||||
| Professional services | 11,260 | 14,915 | ||||||
| Insurance | 3,753 | 3,564 | ||||||
| Travel | 1,426 | 1,390 | ||||||
| Stock-based compensation | 690 | 11,718 | ||||||
| Depreciation | 10,271 | 8,810 | ||||||
| Teck Alliance Agreement funding | (260,668 | ) | — | |||||
| Total Exploration and Related Costs | $ | 531,344 | $ | 1,282,362 | ||||
Arras incurred $531,344 and $1,282,362 in exploration and related costs in the three months ended January 31, 2024 and 2023, respectively. 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 exploration program in Northeastern Kazakhstan. For the three months ended January 31, 2024, the exploration and related costs was partially offset by funding from Teck, pursuant to the Teck Alliance 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 January 31, 2024 and 2023 are as follows:
| For the three months ended January 31, 2024 | For the three months ended January 31, 2023 | |||||||
| Personnel | $ | 171,023 | $ | 166,261 | ||||
| Personnel – stock-based compensation | 4,180 | 26,466 | ||||||
| Directors’ fees | 32,441 | 32,056 | ||||||
| Directors’ fees – stock-based compensation | 8,250 | 37,983 | ||||||
| Professional services | 58,748 | 13,338 | ||||||
| Marketing and shareholders’ communication | 39,863 | 85,004 | ||||||
| Office and administrative | 18,114 | 28,564 | ||||||
| Depreciation | 20,577 | 20,577 | ||||||
| Total Corporate Costs | $ | 353,196 | $ | 410,249 | ||||
Share Capital Highlights
During the three months ended January 31, 2024
None to note.
During the three months ended January 31, 2023
From November 10, 2022 to December 16, 2022, the Company completed a series of tranches of a private placement, issuing a total of 15,938,250 common shares at a price of $CDN 0.45 per common share for gross proceeds of $CDN 7,172,213 ($5,340,350). The Company paid finder’s fees totaling $CDN 84,432 ($61,629) to agents with respect to certain purchasers who were introduced to the Company. The Company incurred other offering costs associated with this private placement in the amount of $43,749.
Of this private placement, Teck Resources Limited purchased 6,650,000 of the common shares issued, and owns 9.7% of the Company’s outstanding shares as of January 31, 2023.
| 10 |
ARRAS MINERALS CORP.
Management’s Discussion and Analysis
For the three months ended January 31, 2024 and 2023
(Expressed in United States Dollars, except as noted)
Subsequent Events
On February 9, 2024, the Company received $626,000 from Teck pursuant to the Teck Alliance Agreement to fund the alliance exploration activities for the first calendar quarter of 2024.
On February 27, 2024, the Company granted 1,495,484 RSUs to officers, in accordance with the Company’s Equity Incentive Plan. The grant date fair value of the RSUs was $CDN 0.195. RSUs are awards for service which upon vesting and settlement entitle the recipient to receive common shares. Vesting conditions for RSUs are set by the Board but must be at least one year following the grant date. The RSUs granted vest in a single tranche, one year from the grant date.
On March 14, 2024, 414,984 RSUs that were granted in 2023 were settled as common shares of the Company.
Summary of SELECTED HIGHLIGHTS Of quarterly information
The following tables contain quarterly information for the last eight quarters of the Company from February 1, 2022 through January 31, 2024:
| January 31, 2024 | October 31, 2023 | July 31, 2023 | April 30, 2023 | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Balance Sheet | ||||||||||||||||
| Current assets | 1,127,760 | 520,153 | 1,343,570 | 2,702,183 | ||||||||||||
| Current liabilities | 1,056,633 | 654,161 | 426,879 | 404,967 | ||||||||||||
| Working capital (deficit) | 71,127 | (134,008 | ) | 916,691 | 2,297,216 | |||||||||||
| Shareholders’ Equity | 6,729,724 | 5,640,780 | 6,729,724 | 8,097,333 | ||||||||||||
| Operations | ||||||||||||||||
| Total revenue | — | — | — | — | ||||||||||||
| Net Income (loss) | 173,729 | (1,138,340 | ) | (1,427,408 | ) | (1,507,099 | ) | |||||||||
| January 31, 2023 | October 31, 2022 | July 31, 2022 | April 30, 2022 | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Balance Sheet | ||||||||||||||||
| Current assets | 4,387,776 | 597,543 | 2,076,257 | 2,291,445 | ||||||||||||
| Current liabilities | 679,851 | 578,637 | 422,617 | 578,366 | ||||||||||||
| Working capital | 3,707,925 | 18,906 | 1,653,640 | 1,713,079 | ||||||||||||
| Shareholders’ Equity | 9,535,418 | 5,869,327 | 7,520,508 | 7,558,385 | ||||||||||||
| Operations | ||||||||||||||||
| Total revenue | — | — | — | — | ||||||||||||
| Net loss | (1,645,048 | ) | (1,743,143 | ) | (1,393,967 | ) | (1,959,730 | ) | ||||||||
The Company is focused on the exploration and development of the Beskauga Project and does not yet generate any revenue. Consistent with the acquisition of Ekidos LLP in February 2022, the Company’s net losses have increased from the periods prior to the acquisition. The Company’s changes in net income and loss from one period to another depends 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.
The fluctuations in working capital from quarter to quarter are dependent upon financing of the Company’s operations.
| 11 |
ARRAS MINERALS CORP.
Management’s Discussion and Analysis
For the three months ended January 31, 2024 and 2023
(Expressed in United States Dollars, except as noted)
LIQUIDITY AND CAPITAL RESOURCES
The net working capital of the Company at January 31, 2024 was $71,000 (October 31, 2023: net working capital deficit of $134,000).
For the three months ended January 31, 2024, the Company generated $475,000 in cash for operating activities compared to $1,541,000 used for the same period last year. The significant increase was mainly the result of the Company receiving $1.5 million from Teck pursuant to Teck Alliance Agreement and increased accounts payment and accrued liabilities, and other liabilities due to the timing of payments.
For the three months ended January 31, 2024, cash flow used by financing activity was $24,000 in repayment of the lease liability. For the three months ended January 31, 2023, the Company had net cash provided by financing activities of $5,230,276, which were the net proceeds of the private placements completed in November and December 2022 and was offset by $24,000 in repayment of the lease liability.
Cash flows used in investing activity for the three months ended January 31, 2024 was $nil. For the three months ended January 31, 2023, the Company used $4,666 in cash for the purchase of equipment.
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 and other strategic partners. The mineral exploration process can take many years and is subject to factors that are beyond the Company’s control.
As of January 31, 2024, the Company has incurred approximately $10.77 million of the required expenditures and has an additional $4.23 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 January 31, 2024, the Company has $9.63 million (to be spent over the next 5 years) in explorational commitments mandated by relevant Kazakh government authorities to keep its exploration licenses in good standing, and $206,000 in lease commitments relating to future contractually obligated payments of its corporate office.
<1 year ($) | 1-2 years ($) | 2-3 years ($) | 3-4 years ($) | 4-5 years ($) | Total
($) | |||||||||||||||||||
| Lease commitments | 98,000 | 100,000 | 8,000 | — | — | 206,000 | ||||||||||||||||||
| Beskauga Option agreement commitments | 4,226,000 | — | — | — | — | 4,226,000 | ||||||||||||||||||
| Exploration licenses expenditure commitments | 2,077,000 | 2,451,000 | 2,464,000 | 1,886,000 | 756,000 | 9,634,000 | ||||||||||||||||||
| 6,401,000 | 2,551,000 | 2,472,000 | 1,886,000 | 756,000 | 14,066,000 | |||||||||||||||||||
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.
| 12 |
ARRAS MINERALS CORP.
Management’s Discussion and Analysis
For the three months ended January 31, 2024 and 2023
(Expressed in United States Dollars, except as noted)
Going Concern
The Company’s 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 January 31, 2024, 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 consolidated financial statements of the Company for the three months ended January 31, 2024 do not include adjustments that would be necessary should the Company be unable to continue as a going concern. These adjustments could be material.
OFF- BALANCE SHEET TRANSACTIONS
The Company has no off-balance sheet arrangements as at January 31, 2024 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 January 31, 2024, and October 31, 2023, accounts payable and accrued liabilities contained the following amounts due to related parties:
| January 31, 2024 | October 31, 2023 | |||||||
| CEO (1) | $ | 85,000 | $ | 85,159 | ||||
| President (2) | 85,000 | 85,611 | ||||||
| CFO (3) | 51,000 | 51,095 | ||||||
| Directors’ fees (4) | 9,423 | 18,750 | ||||||
| Directors’ fees (4) | 5,119 | 10,253 | ||||||
| Directors’ fees (4) | 4,559 | 9,053 | ||||||
| Directors’ fees (4) | 4,225 | 8,385 | ||||||
| Directors’ fees (4) | 4,892 | 9,721 | ||||||
| Total | $ | 249,218 | $ | 278,027 | ||||
(1) Includes a bonus accrual for 2023 and 2022.
(2) Includes a bonus accrual for 2023 and 2022, and expense reimbursements
(3) Includes a bonus accrual for 2023 and 2022.
(4) For directors’ fees.
During the three months ended January 31, 2024, expenses totalling $55,094 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 January 31, 2024, $62,840 (October 31, 2023 - $57,853) due to related party consists of amounts due to Silver Bull for office related costs and salaries reimbursements. The balance of due from and due to related party is interest free and is to be repaid on demand.
| 13 |
ARRAS MINERALS CORP.
Management’s Discussion and Analysis
For the three months ended January 31, 2024 and 2023
(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 employment and consulting agreements, effective January 1, 2022, with each member of the management team.
| January 31, 2024 | January 31, 2023 | |||||||
| Personnel | $ | 59,544 | $ | 55,800 | ||||
| Office and administrative | 7,250 | 4,251 | ||||||
| Office rent reimbursement | (11,700 | ) | (11,217 | ) | ||||
| $ | 55,094 | $ | 48,834 | |||||
During the three months ended January 31, 2024 and 2023, the Company paid or accrued the following amounts to officers, directors or companies controlled by officers and/or directors:
| January 31, 2024 | January 31, 2023 | |||||||
| Share-based payments | $ | 8,250 | $ | 61,827 | ||||
| CEO | 57,829 | 55,230 | ||||||
| President | 57,829 | 55,230 | ||||||
| CFO | 34,698 | 33,138 | ||||||
| Directors’ fees | 11,168 | 11,035 | ||||||
| Directors’ fees | 5,119 | 5,058 | ||||||
| Directors’ fees | 5,119 | 5,058 | ||||||
| Directors’ fees | 4,653 | 4,598 | ||||||
| Directors’ fees | 5,584 | 5,518 | ||||||
| $ | 190,249 | $ | 236,692 | |||||
PROPOSED TRANSACTIONS
The Company has no proposed transactions that have not been disclosed herein as at January 31, 2024 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, accounts payables and accrued liabilities, lease 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.
| 14 |
ARRAS MINERALS CORP.
Management’s Discussion and Analysis
For the three months ended January 31, 2024 and 2023
(Expressed in United States Dollars, except as noted)
The Company’s financial instruments classified as Level 1 in the fair value hierarchy are cash and cash equivalents, accounts payable and accrued liabilities, and due to related party. The lease liability is classified as Level 3 financial instruments. 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 three months ended January 31, 2024.
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 is negligible.
The Company’s primary exposure to credit risk is its cash and cash equivalents of $741,668 as at January 31, 2024. 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.
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 January 31, 2024, the Company had net working capital of $71,127 (October 31, 2023 – net working capital deficit of $134,008) and cash and cash equivalents of $741,668 (October 31, 2023 - $290,684), and is exposed to significant liquidity risk at this time. Furthermore, as the Company is in the exploration stage, it will periodically have to raise funds to continue operations and intends to raise further financing through equity offerings.
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 January 31, 2024 and October 31, 2023, a 10% strengthening (weakening) of the Canadian dollar against the United States dollar would have increased (decreased) the Company’s comprehensive income (loss) by approximately $29,000 for the three months ended January 31, 2024 (October 31, 2023 - $20,000).
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.
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 three months ended January 31, 2024 and note 3 of the Company’s annual consolidated financial statements for the year ended October 31, 2023 filed on SEDAR on February 27, 2024.
| 15 |
ARRAS MINERALS CORP.
Management’s Discussion and Analysis
For the three months ended January 31, 2024 and 2023
(Expressed in United States Dollars, except as noted)
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 68,919,384 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, 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.
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 the Company’s existing cash resources to enable it to continue 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; |
| • | future payments that may be made by Teck under the terms of the Teck Alliance Agreement; |
| • | The prospects of entering the development or production stage with respect to the Beskauga Project; |
| • | Planned activities at the Beskauga Project and the other Kazakh exploration licenses in 2024 and beyond; |
| • | The Company’s ability to obtain and hold additional concessions in the Beskauga Project area; |
| • | The sufficiency of 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 the Company’s financial position, results of operations or cash flows and disclosures; |
| • | The Company’s ability to raise additional capital and/or pursue additional strategic options, and the potential impact on its business, financial condition and results of operations of doing so or not; and |
| • | The impact of changing interest rates and foreign currency exchange rates on the Company’s financial condition. |
| 16 |
ARRAS MINERALS CORP.
Management’s Discussion and Analysis
For the three months ended January 31, 2024 and 2023
(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 continued funding by Teck of amounts required under the Teck Alliance Agreement; |
| • | the future prices of metals and other commodities; |
| • | 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; and |
| • | stability in financial and capital markets. |
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:
| • | the Company’s ability to continue as a going concern; |
| • | the lack of an existing public market for the Company’s Common Shares; |
| • | uncertainty that the Company will be able to maintain sufficient cash to accomplish its business objectives; |
| • | exploration activities require significant amounts of capital that may not be recovered; |
| • | the Company’s ability to meet current and future capital requirements on favorable terms, or at all; |
| • | risks relating to the results of future exploration at the Beskauga Property and the Company’s ability to raise the capital for exploration expenditures on the Beskauga Property to maintain the effectiveness of the Beskauga Option; |
| • | the Company is in the exploration stage of mining, with no history of operations; |
| • | the Company does not have a commercially mineable ore body; |
| • | the reliability of Mineral Resource estimates; |
| • | the Company’s ability to acquire additional mineral properties or property concessions; |
| • | inherent risks in the mineral exploration industry; |
| • | risks relating to fluctuations of metal prices; |
| 17 |
ARRAS MINERALS CORP.
Management’s Discussion and Analysis
For the three months ended January 31, 2024 and 2023
(Expressed in United States Dollars, except as noted)
| • | risks relating to competition in the mining industry; |
| • | risks relating to the title to the Company’s properties; |
| • | risks relating to the Company’s option and joint venture agreements; |
| • | the Company’s ability to obtain required permits; |
| • | timing of receipt and maintenance of government approvals; |
| • | compliance with laws is costly and may result in unexpected liabilities; |
| • | the Company’s 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; |
| • | the Company’s financial condition could be adversely affected by changes in currency exchange rates; |
| • | risks relating to the Company’s “foreign private issuer” status; |
| • | risks relating to the Company’s possible status as a passive foreign investment company; |
| • | risks relating to volatility in the Company’s share price; |
| • | further equity financings leading to the dilution of the Company’s Common Shares; |
| • | the Company’s Common Shares continuing not to pay dividends; |
| • | risks relating to information systems and cybersecurity; |
| • | the Company’s ability to retain key management, consultants and experts necessary to successfully operate and grow its business; |
| • | overlapping officers and directors with Silver Bull may give rise to conflicts of interest; |
| • | the Company’s reliance on international advisors and consultants; and |
| • | risks relating to changes in tax laws; and |
| • | risks relating to changes in regulatory frameworks or regulations affecting the Company’s activities. |
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.
18
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 condensed interim consolidated financial report and interim MD&A (together, the “interim filings”) of Arras Minerals Corp. (the “issuer”) for the interim period ended January 31, 2024. |
| 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: April 1, 2024
(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 99.4
Form 52-109FV2
Certification of Interim Filings Venture Issuer Basic Certificate
I, Christopher Richards, Chief Financial Officer of Arras Minerals Corp. certify the following:
| 1. | Review: I have reviewed the condensed interim consolidated financial report and interim MD&A (together, the “interim filings”) of Arras Minerals Corp. (the “issuer”) for the interim period ended January 31, 2024. |
| 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: April 1, 2024
(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