LINMF 20-F/A
Linear Minerals Corp (LINMF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
Amendment No. 1
| REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the transition period from _____________ to _____________. |
OR
| SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| Date of event requiring this shell company report _________________ |
Commission file number
| (formerly FIRST ENERGY METALS LIMITED) |
| (Exact name of Registrant as specified in its charter)
BRITISH COLUMBIA, |
| (Jurisdiction of incorporation or organization)
|
| (Address of principal executive offices) |
| (Name, telephone, e-mail and/or facsimile number and address of Company contact person) |
Securities registered or to be registered pursuant to Section 12(b) of the Act.
| Title of Each Class | Name of each exchange on which registered | |
|
Not Applicable |
Not applicable |
Securities registered or to be registered pursuant to Section 12(g) of the Act
(Title of Class)
1
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
None
Number of outstanding shares of FE Battery Metals Corp.’s only class of issued capital stock as at March 31, 2023:
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☐
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes ☐
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer or an emerging growth company.
| Large Accelerated Filer ☐ | Accelerated Filer ☐ | | ||
| Emerging growth company |
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Yes ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP ☐
Other ☐
If other has been checked in response to the previous question, indicate by check mark which financial statement item Registrant has elected to follow:
Item 17 ☐ Item 18 ☐
If this report is an Annual Report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
N/A Yes ☐ No ☐
2
EXPLANATORY NOTE
FE Battery Metals Corp. (the “Company” or “FE Battery”) is filing Amendment No. 1 on Form 20-F/A to the Company’s Annual Report on Form 20-F for the year ended March 31, 2023 (the “Original 20-F”), which was filed with the Securities and Exchange Commission on August 1, 2023. This Amendment No. 1 is to revise the following: Item 4, Item 15, Exhibit F-1, and revised in accordance with Rule 405 of Regulation S-T. Exhibit 101 contains interactive data files in Inline eXtensible Business Reporting Language (iXBRL).
No other changes have been made to the Form 20-F. This Amendment No.1 to the Form 20-F does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the Form 20-F.
3
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION
Certain statements in this Annual Report on Form 20-F (this “Annual Report”) under the captions “Item 3 - Risk Factors”, “Item 4 – “Business Overview”, Item 5 - “Operating and Financial Review and Prospects” and “Item 11 - Quantitative and Qualitative Disclosures about Market Risk” and elsewhere in this Annual Report and the documents incorporated herein by reference constitute “forward-looking statements” within the meaning of the U.S. Securities Litigation Reform Act of 1995 and “forward-looking information” under applicable Canadian securities legislation. Some forward-looking statements may be identified by such terms as “believes”, “anticipates”, “intends” or “expects” collectively “forward-looking statements”. Forward-looking information in this Annual Report include statements regarding the Company’s plans for its projects, statements relating to mineral resources, as they are based on various assumptions that are inherently forward-looking, statements regarding the anticipated timing by which the Company will require additional funds. These forward-looking statements are based on the Company’s current expectations and projections about future events and financial trends affecting the financial condition of its business and the industry in which it operates. Such forward-looking statements are based on assumptions regarding future events and other matters and are subject to known and unknown risks, uncertainties and other factors including the factors set forth in other filings with the Canadian securities commissions and the United States Securities and Exchange Commission (the “Commission”), which may cause the actual results, performance or achievements of the Company or industry results to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. Assumptions on which forward-looking statements are based include the assumptions underlying mineral resource estimates and in the technical reports supporting such estimates, the assumption that the Company will continue as a going concern and will continue to be able to access the capital required to advance its projects and continue operations. Such risks and the assumptions that accompany them, uncertainties and other factors include, among others, the following: general economic and business conditions, which will, among other things, impact the demand for gold and silver and other precious metals explored for by the Company; industry capacity; the ability of the Company to raise the capital required to implement its business strategy; changes in, or the unintentional failure to comply with, government regulations (especially safety and environmental laws and regulations); changes in the uses of gold, silver and other precious metals; silver and gold price volatility; increased competition; risks of the mining industry; exploration programs not being successful; inability to obtain financing; inability to obtain, or cancellation of, government permits; changes to regulations and mining law; increased reclamation obligations; title defects with respect to properties; risks associated with international operations; and foreign exchange and currency fluctuations. There can be no assurance that forward-looking statements in this Annual Report will prove to be accurate and actual results and future events could vary materially from those implied by such statements. Consequently, all of the forward-looking statements made in this Annual Report are qualified by these cautionary statements. The Company disclaims any obligation to update or revise any written forward-looking statements whether as a result of new information, future events or otherwise except as required by applicable laws.
Currency and Measurement
All currency amounts in this Annual Report on Form 20-F are stated in Canadian dollars unless otherwise indicated. Conversion of metric units into imperial equivalents is as follows:
| Metric Units | Multiply by | Imperial Units |
| hectares | 2.471 | = acres |
| metres | 3.281 | = feet |
| kilometres (“km”) | 0.621 | = miles (5,280 feet) |
| grams | 0.032 | = ounces (troy) |
| tonnes | 1.102 | = tons (short) (2,000 lbs) |
| grams/tonne | 0.029 | = ounces (troy)/ton |
4
CAUTIONARY NOTE TO U.S. INVESTORS
Unless otherwise indicated, all mineral resource estimates included in this Annual Report on Form 20-F have been prepared in accordance with Canadian National Instrument 43-101 - Standards of Disclosure for Mineral Projects (“NI 43-101”), and the Canadian Institute of Mining, Metallurgy and Petroleum Definition Standards for Mineral Resources and Mineral Reserves (“CIM Definition Standards”). NI 43-101 is a rule developed by the Canadian Securities Administrators which establishes standards for public disclosure an issuer makes of scientific and technical information concerning mineral projects. NI 43-101 permits the disclosure of a historical estimate made prior to the adoption of NI 43-101 that does not comply with NI 43-101 using the historical terminology if the disclosure: (a) identifies the source and date of the historical estimate; (b) comments on the relevance and reliability of the historical estimate; (c) states whether the historical estimate uses categories other than those prescribed by NI 43-101 and, if so, includes an explanation of the differences; and (d) includes any more recent estimates or data available. Canadian standards, including NI 43-101, differ significantly from the requirements of the Securities and Exchange Commission (the “SEC”), and reserve and resource information contained in this Annual Report on Form 20-F may not be comparable to similar information disclosed by U.S. companies. In particular, and without limiting the generality of the foregoing, the term “resource” does not equate to the term “reserves”. Under U.S. standards, mineralization may not be classified as a “reserve” unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. The SEC’s disclosure standards normally do not permit the inclusion of information concerning “measured mineral resources”, “indicated mineral resources” or “inferred mineral resources” or other descriptions of the amount of mineralization in mineral deposits that do not constitute “reserves” by U.S. standards in documents filed with the SEC. U.S. investors should also understand that “inferred mineral resources” have a great amount of uncertainty as to their existence and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an “inferred mineral resource” will ever be upgraded to a higher category. Under Canadian rules, estimated “inferred mineral resources” may not form the basis of feasibility or pre-feasibility studies except in rare cases. Investors are cautioned not to assume that all or any part of an “inferred mineral resource” exists or is economically or legally mineable. Disclosure of “contained ounces” in a resource is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report mineralization that does not constitute “reserves” by SEC standards as in-place tonnage and grade without reference to unit measures. The requirements of NI 43-101 for identification of “reserves” are also not the same as those of the SEC, and reserves reported by our company in compliance with NI 43-101 may not qualify as “reserves” under SEC standards. Accordingly, information concerning mineral deposits set forth herein may not be comparable with information made public by companies that report in accordance with U.S. standards.
5
TABLE OF CONTENTS
6
PART 1
| ITEM 1. | identity of DIRECTORS, SENIOR management and advisers |
| A. | Directors and Senior Management |
This Form 20-F is being filed as an annual report under the Securities Exchange Act of 1934, as amended and as such, there is no requirement to provide any information under this item.
| B. | Advisors |
This Form 20-F is being filed as an annual report under the Securities Exchange Act of 1934, as amended and as such, there is no requirement to provide any information under this item.
| C. | Auditor |
This Form 20-F is being filed as an annual report under the Securities Exchange Act of 1934, as amended and as such, there is no requirement to provide any information under this item.
| ITEM 2. | OFFER STATISTICS AND EXPECTED TIMETABLE |
This Form 20-F is being filed as an annual report under the Securities Exchange Act of 1934, as amended and as such, there is no requirement to provide any information under this item.
| ITEM 3. | KEY INFORMATION |
| A. | Selected Financial Data |
This Form 20-F is being filed as an annual report under the Securities Exchange Act of 1934, as amended and as such, there is no requirement to provide any information under this item.
| B. | Capitalization and Indebtedness |
This Form 20-F is being filed as an annual report under the Securities Exchange Act of 1934, and as such, there is no requirement to provide any information under this item.
| C. | Reasons for the Offer and Use of Proceeds |
This Form 20-F is being filed as an annual report under the Securities Exchange Act of 1934, and as such, there is no requirement to provide any information under this item.
| D. | Risk Factors |
The following is a brief discussion of those distinctive or special characteristics of the Company’s operations and industry which may have a material impact on FE Battery’s financial performance.
Readers should carefully consider the risks and uncertainties described below before deciding whether to invest in shares of the Company’s common stock.
Financial Risk Factors
FE Battery has no source of operating cash flow, has a history of operating losses and has no assets of any significance with positive financial statement carrying values. In addition, all of the Company’s projects have a financial statement value of zero. The Company has no revenues from operations and all of its mineral property interests are in the exploration stage. The Company will not receive revenues from operations at any time in the near future, and the Company has no prior years’ history of earnings or cash flow. The Company has not paid dividends on its shares at any time since incorporation and does not anticipate doing so in the foreseeable future. The Company’s financial statements have been prepared assuming it will continue on a going-concern basis. Should funding not be obtained, this assumption will change and the Company’s assets may be written down to realizable values. The Company has incurred losses since inception (deficit at March 31, 2023, is $49,544,263), which casts doubt on the ability of the Company to continue as a going concern. The Company has no revenue other than interest income. A mining project can typically require ten years or more between discovery, definition, development and construction and as a result, no production revenue is expected from any of the Company’s exploration properties in the near future. All of the Company’s short to medium-term operating and exploration expenses must be paid from its existing cash position or external financing. At March 31, 2023, the Company had working capital of $1,994,858, compared to working capital of $459,010 at March 31, 2022. Working capital is defined as current assets less current liabilities.
7
FE Battery may be unable to obtain the funds necessary to expand exploration. The Company’s operations consist, almost exclusively, of cash consuming activities given that all of its mineral projects are in the early exploration stage. The Company will need to receive additional equity capital or other funding from the joint venture of one or more properties or the sale of one or more properties for the next year, and failing that, may cease to be economically viable. To date, the only sources of funds that have been available to the Company are the sale of equity capital or the offering by the Company of an interest in its properties to be earned by another party or parties carrying out further development thereof.
The Company does not have sufficient financial resources to fund operations for the balance of fiscal 2023. The Company has been successful in the past in obtaining financing through the sale of equity securities but as an exploration stage company, it is often difficult to obtain adequate financing when required, and it is not necessarily the case that the terms of such financings will be favourable. If the Company fails to obtain additional financing on a timely basis, the Company could forfeit its mineral property interests, dilute its interests in its properties, sell one or more properties and/or reduce or terminate operations.
The Company is continuously reviewing strategies for private placement equity financings as well as other forms of financing that would carry the Company through the next fiscal year. If a private equity financing were to be completed, it is expected that warrants may be included in the securities offered. Any such financings will result in dilution of existing shareholders.
Volatile metal prices and external market conditions can cause significant changes in the Company’s share price because as the prices of metals increase or decrease, the economic viability of the mineral properties is affected. The Company has no history of mining or current source of revenue. The Company is exploring for metals and historically, the prices of the common shares of junior exploration companies are very volatile. This volatility may be partly attributed to the volatility of metal prices, and also to the success or failure of the Company’s exploration programs. Market, financial and economic factors not directly related to mining activities can also affect the Company’s ability to raise equity financing.
Fluctuations in financial markets can negatively impact the Company’s ability to achieve sufficient funding. Over the last decade there have been periods of significant volatility in world financial markets. The volatility can negatively impact the Company’s ability to raise sufficient equity financing to sustain operations. Future financial market volatility is likely and it should not be assumed that adequate funding will be available to the Company in amounts or at times when it is required.
Risks Associated with Mineral Exploration
FE Battery’s exploration efforts may be unsuccessful in locating viable mineral resources. Resource exploration is a speculative business, characterized by a number of significant risks, including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits but also from finding mineral deposits, which, though present, are insufficient in quantity and/or quality to return a profit from production.
There is no certainty that expenditures to be made by the Company on the exploration of its properties and prospects as described herein will result in discoveries of mineralized material in commercial quality and quantities.
Mineral Resource Estimates Are Only Estimates and May Not Reflect the Actual Deposits or the Economic Viability of Extraction. Although the Company carefully prepares its mineral resource figures, such figures are estimates only and no assurance can be given that the indicated tonnages and grade will be achieved. There is significant uncertainty in any mineral resource estimate. Estimates of inferred resources are the least certain of the resource categories and there is no assurance that such resources can or will be upgraded to another category of resource, or that further exploration will confirm or validate such estimates. Actual deposits encountered and the economic viability of, and returns from, a deposit (if mined) may differ materially from estimates disclosed by the Company or implied by estimates of mineral resources. The estimating of mineral resources is a subjective process and the accuracy of mineral resource estimates is a function of the quantity and quality of available data, the accuracy of statistical computations, and the assumptions used and judgments made in interpreting engineering and geological information. Mineral resource estimates are based on many things, including assumed commodity prices, continuity of mineralization, tonnage and grade of mineralization, metallurgy, estimated mineral recovery rates, cost of capital, mine development costs, operating costs and exchange rates. Changes in assumptions may result in a significant reduction in the reported mineral resources and thereby have a material adverse effect on the Company’s results of operations and financial condition.
8
Estimated mineral resources may also require downward revisions based on changes in metal prices and further exploration or development activity. This could materially and adversely affect estimates of the tonnage or grade of mineralization, estimated recovery rates or other important factors that influence mineral resource and reserve of estimates. Any reduction in estimated mineral reserves or estimated resources as a result could require material write downs in investment in the affected mining property, which could have a material and adverse effect on the Company’s results of operations and financial condition.
The Company has not established the presence of any proven and probable reserves at any of its mineral properties. There can be no assurance that subsequent testing or future studies will establish proven and probable reserves on the Company’s properties. The failure to establish proven and probable reserves could severely restrict the Company’s ability to successfully implement its strategies for long-term growth.
There is Uncertainty Relating to Mineral Resources. Mineral resources that are not mineral reserves do not have demonstrated economic viability. Due to the uncertainty, which may attach to inferred mineral resources, there is no assurance that inferred mineral resources will be upgraded to indicated and measured mineral resources as a result of continued exploration. If mineral resources are not upgraded to proven and probable mineral reserves, it could materially and adversely affect and/or restrict the Company’s ability to successfully implement its strategies for long-term growth.
FE Battery may not be able to market minerals if any are acquired or discovered by the Company due to factors beyond the control of the Company. The marketability of minerals that could in the future be acquired or discovered by the Company may be affected by numerous factors which are beyond the control of the Company and which cannot be accurately predicted, such as market fluctuations, the proximity and capacity of milling facilities, mineral markets and processing equipment, and such other factors as government regulation, including regulation relating to royalties, allowable production, importing and exporting of minerals and environmental protection, the combination of which factors may result in the Company not receiving an adequate return on investment capital.
Environmental and Regulatory Risk Factors
Compliance with environmental regulations could affect future profitability and timeliness of operations. The current and anticipated future operations of the Company require permits from various federal, territorial and local governmental authorities. Companies engaged in the exploration and development of mines and related facilities must comply with applicable laws, regulations and permits.
The Company’s exploration activities are subject to various laws governing land use, the protection of the environment, prospecting, development, commodity prices, exports, taxes, labour standards, occupational safety and health, waste disposal, toxic substances, mine safety and other matters. The Company believes it is in substantial compliance with all material laws and regulations which currently apply to its activities. The Company may be unable to obtain all permits required for exploration and development, and the costs of obtaining these permits may not be commercially reasonable. Existing laws and regulations may be modified, which could have an adverse effect on any exploration project that the Company might undertake.
Failure to comply with environmental and reclamation rules could result in penalties. The Company’s activities are subject to laws and regulations controlling not only mineral exploration and exploitation activities but also the possible effects of such activities upon the environment. Environmental legislation may change and make mining uneconomic or result in significant environmental or reclamation costs. Environmental legislation provides for restrictions and prohibitions and a breach of environmental legislation may result in the imposition of fines and penalties or the suspension or closure of operations. In addition, certain types of operations require the submission of environmental impact statements and approval thereof by government authorities. Environmental legislation is evolving in a manner that may mean stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their directors, officers and employees. Permits from a variety of regulatory authorities are required for many aspects of mineral exploitation activities, including closure and reclamation. Future environmental legislation could cause additional expense, capital expenditures, restrictions, liabilities and delays in the development of the Company’s properties, the extent of which cannot be predicted. In the context of environmental permits, including the approval of closure and reclamation plans, the Company must comply with standards and laws and regulations that may entail costs and delays, depending on the nature of the activity to be permitted and how stringently the regulations are implemented by the permitting authority. The Company does not maintain environmental liability insurance.
Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may
9
include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions. The Company has been involved in the exploration of mineral properties for many years. Currently, the operations of the Company have been limited to exploration, and no mining activity has yet been undertaken. The mining industry is heavily regulated in North America, where the Company has its operations, so that permitting is required before any work is undertaken where there is any form of land disturbance. To date, land disturbance has been minimal and all required reclamation has been completed.
Other Risk Factors
FE Battery is dependent on its ability to recruit and retain key personnel. The success of the activities of the Company is dependent to a significant extent on the efforts and abilities of its management. Investors must be willing to rely to a significant extent on their discretion and judgment. The Company has relied on and will continue to rely on consultants and others for exploration, development and technical expertise. The ability of the Company to retain key personnel and its ability to continue to pay for services are dependent upon the ability of the Company to obtain adequate financing to continue operating as a going concern.
FE Battery’s title to mineral property interests may be challenged. Although the Company has done a review of titles to its mineral interests, it has not obtained title insurance with respect to its properties and there is no guarantee of title. The Company’s mineral properties may be subject to prior unregistered agreements or transfers or native land claims, and title may be affected by undetected defects. The Company’s Canadian mineral property interests consist of mineral claims, which have not been surveyed, and therefore the precise area and location of such claims or rights may be in doubt. As there are unresolved native land claim issues in British Columbia, the Company’s properties and prospects in this jurisdiction may be affected in the future. The Company’s mineral properties in British Columbia are early-stage exploration and have no known mineral resources or reserves.
FE Battery’s directors and officers serve as directors and/or officers of other publicly traded junior resource companies. Some of the directors and officers of the Company serve as officers and/or directors of other resource exploration companies and are engaged and will continue to be engaged in the search for additional resource opportunities on their own behalf and on behalf of other companies, and situations may arise where these directors and officers will be in direct competition with the Company. Such potential conflicts, if any, will be dealt with in accordance with the relevant provisions of British Columbia corporate and common law. In order to avoid the possible conflict of interest which may arise between the directors’ and officers’ duties to the Company and their duties to the other companies on whose boards they serve, the directors and officers of the Company expect that participation in exploration prospects offered to the directors or officers will be allocated among or between the various companies that they serve on the basis of prudent business judgement and the relative financial abilities and needs of the companies.
FE Battery may not be able to ensure certain risks which could negatively impact the Company’s operating results. In the course of exploration, development and production of mineral properties, certain risks, and in particular unanticipated geological and operating conditions as well as fires, explosions, flooding, earthquakes, power outages, labour disruptions, and the inability to obtain suitable or adequate machinery, equipment or labour may occur. It is not always possible to fully insure against such risks and the Company may decide not to take out insurance against such risks as a result of high premiums or other reasons. Should such liabilities arise, they could reduce or eliminate any future profitability and result in increasing costs and a decline in the value of the securities of the Company.
U.S. investors may not be able to enforce their civil liabilities against the Company or its directors, controlling persons and officers. It may be difficult for U.S. investors to bring and enforce suits against the Company. The Company is a corporation incorporated in British Columbia under the Business Corporations Act (British Columbia) and, consequently, there is a risk that Canadian courts may not enforce judgements of U.S. courts or enforce, in an original action, liabilities directly predicated upon the U.S. federal securities laws. The Company’s directors and officers are residents of Canada or other countries other than the United States and all of the Company’s assets are located outside of the United States. Consequently, it may be difficult for United States investors to affect service of process upon those directors or officers who are not residents of the United States, or to realize in the United States upon judgements of United States courts predicated upon civil liabilities under United States securities laws. It is unlikely that an original action could be brought successfully in Canada against any of such persons or the Company predicated solely upon such civil liabilities under U.S. securities laws.
Risks Relating to an Investment in the Securities of the Company
FE Battery could be deemed a Passive Foreign Investment Company which could have negative consequences for U.S. Holders. Potential investors who are U.S. Holders (defined below) should be aware that the Company expects to be a passive foreign investment company (“PFIC”) for the current fiscal year, may have been a PFIC in prior fiscal
10
years and may continue to be a PFIC in subsequent years. If the Company were to be treated as a PFIC, U.S. Holders of the Company’s common shares would be subject to adverse U.S. federal income tax consequences, including a substantially increased U.S. income tax liability and an interest charge upon the sale or disposition of the Company’s common shares and upon the receipt of distributions on the Company’s common shares to the extent such distributions are treated as “excess distributions” under the U.S. federal income tax rules relating to PFICs. U.S. Holders could potentially mitigate such consequences by making certain elections with respect to the Company’s common shares. U.S. Holders are urged to consult their tax advisors regarding the Company’s PFIC classification, the consequences to them if the Company is a PFIC, and the availability and the consequences of making certain elections to mitigate such consequences. (See Item 10 Taxation -United States Tax Consequences).
FE Battery’s stock price may limit its ability to raise additional capital by issuing common shares. The low price of the Company’s common shares also limits the Company’s ability to raise additional capital by issuing additional shares. There are several reasons for this effect. First, the internal policies of certain institutional investors prohibit the purchase of low-priced stocks. Second, many brokerage houses do not permit low-priced stocks to be used as collateral for margin accounts or to be purchased on margin. Third, some brokerage house policies and practices tend to discourage individual brokers from dealing in low-priced stocks. Finally, broker’s commissions on low-priced stocks usually represent a higher percentage of the stock price than commissions on higher priced stocks. As a result, the Company’s shareholders pay transaction costs that are a higher percentage of their total share value than if the Company’s share price were substantially higher.
The liquidity of FE Battery’s shares in the United States markets may be limited or more difficult to effectuate because FE Battery is a “Penny Stock” issuer. The Company’s stock is subject to U.S. “Penny Stock” rules which make the stock more difficult for U.S. shareholders to trade on the open market. The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in “penny” stocks. Penny stocks are equity securities with a price of less than US$5.00 per share, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system provided that current prices and volume information with respect to transactions in such securities is provided by the exchange or system.
The Penny Stock Rules require a broker-dealer, prior to effecting a transaction in a penny stock not otherwise exempt from such rules, to deliver a standardized risk disclosure document prepared by the SEC that provides information about penny stocks and the nature and level of risks in the penny stock market.
In addition, the Penny Stock Rules require that prior to a transaction in a penny stock not otherwise exempt from such rules the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. At the present market prices, the Company’s common shares will (and in the foreseeable future are expected to continue to) fall within the definition of a penny stock. Accordingly, United States broker-dealers trading in FE Battery’s shares will be subject to the Penny Stock Rules. Rather than complying with those rules, some broker-dealers may refuse to attempt to sell penny stocks. As a result, shareholders and their broker-dealers in the United States may find it more difficult to sell their shares of the Company, if a market for the shares should develop in the United States.
The market for the Company’s stock has been subject to volume and price volatility which could negatively affect a shareholder’s ability to buy or sell the Company’s shares. The market for the common shares of the Company may be highly volatile for reasons both related to the performance of the Company or events pertaining to the industry (e.g. mineral price fluctuation/high production costs/accidents) as well as factors unrelated to the Company or its industry.
Market demand for products incorporating minerals in their manufacture fluctuates over time, resulting in a change of demand for the mineral and an attendant change in the price for the mineral. The Company’s common shares can be expected to be subject to volatility in both price and volume arising from market expectations, announcements and press releases regarding the Company’s business, and changes in estimates and evaluations by securities analysts or other events or factors. In the last decade, securities markets in the United States and Canada and internationally have experienced periods of high price and volume volatility, and the market prices of securities of many companies, particularly small-capitalization companies such as the Company, have experienced wide fluctuations that have not necessarily been related to the operations, performances, underlying asset values, or prospects of such companies. For these reasons, the Company’s common shares can also be expected to be subject to volatility resulting from purely market forces over which the Company will have no control. Further, despite the existence of a market for trading the Company’s common shares in Canada, shareholders of the Company may be unable to sell significant quantities of common shares in the public trading markets without a significant reduction in the price of the stock.
11
|
ITEM 4. | INFORMATION ON THE COMPANY |
| A. | History and Development of the Company |
The Company’s executive office is located at:
700 West Georgia Street, 25th Floor
Vancouver, British Columbia, Canada, V7Y 1B3
Telephone: (604) 375-6005
Email: [email protected]
Website: www.febatterymetals.com
The mailing address of the Company is Suite 2421, 1055 West Georgia Street, Vancouver, British Columbia, Canada, V6E 3P3. The Company’s fiscal year end is March 31.
The Company’s common shares are listed on the Canadian Securities Exchange (“CSE” or the “Exchange”) under the symbol “FE”. Prior to March 1, 2019, the Company’s common shares were trading on the TSX Venture Exchange (“TSX-V”) under the symbol “FE”. The Company shares are quoted on the OTCQB, (also under the symbol “FEMFF”), an electronic trading platform operated by the OTC Markets Group Inc. The Company’s common shares are also quoted on the Frankfurt market under the symbol “A2JC89”.
The Company was incorporated under the laws of the Province of British Columbia, Canada on October 12, 1966. Effective March 29, 2004, the Company Act (British Columbia) was replaced by the Business Corporations Act (British Columbia). The Business Corporations Act (British Columbia) does not require a company’s Notice of Articles to contain a numerical limit on the authorized capital with respect to each class of shares. Effective September 21, 2004, the Company altered the authorized capital of the Company from 50,000,000 shares without par value to an unlimited number of shares without par value. By Special Resolution effective June 23, 2011, shareholders approved the adoption of new articles for the Company. See Item 10B – Memorandum and Articles of Association.
On October 25, 2022, First Energy Metals Limited changed its name to FE Battery Metals Corp.
On November 1, 2022, the Company completed a share consolidation of its capital on the basis of 3.8 existing common shares for 1 new common share post consolidation. All common shares, per common share amounts, warrants and stock options in these financial statements have been retroactively restated to reflect the share consolidation.
Since its incorporation in 1966, the Company has been in the business of acquiring and exploring mineral properties. For most of the past three completed years, the Company has been principally attempting to locate deposits of precious metals in the Canadian provinces of British Columbia, Ontario and Quebec.
| B. | Business Overview |
General
| (i) | Nature of Company: |
The Company has historically been a junior resource company engaged in the exploration and development of mineral properties. It currently maintains early-stage exploration properties in Canada.
| (ii) | Principal Markets: Not Applicable. |
| (iii) | Seasonality: Not Applicable. |
| (iv) | Raw Materials: Not Applicable. |
| (v) | Marketing Channels: Not Applicable. |
| (vi) | Dependence: Not Applicable. |
| (vii) | Competitive Position: Not Applicable. |
| (viii) | Material Effect of Government Regulation: The Company’s exploration activities and its potential mining and processing operations are subject to various laws governing land use, the protection of the environment, prospecting, development, production, contractor availability, commodity prices, exports, taxes, labour standards, occupational safety and health, waste disposal, toxic substances, safety and other matters. The Company believes it is in substantial compliance with all material laws and regulations which currently apply to its activities. There is no assurance that the Company will be able to obtain all permits required for |
12
exploration, any future development and construction of mining facilities and conduct of mining operations on reasonable terms or that new legislation or modifications to existing legislation, would not have an adverse effect on any exploration or mining project which the Company might undertake.
| C. | Organizational Structure |
Not Applicable.
| D. | Property, Plant and Equipment |
Data disclosed in this Annual Report on Form 20-F, including sampling, analytical and test data, have been reviewed and verified by Afzaal Pirzada, P.Geo., the Company’s Qualified Person as defined by National Instrument 43-101.
The Company’s mineral property interests in Canada are in good standing and all payments on the properties are up to date, except as noted above under Item 4.
None of the Company’s projects have known mineral reserves or mineral resources, and exploration work is exploratory in nature.
Mineral Properties
The Company has exploration properties, which are located in Ontario and Quebec. The subsections below describe the property locations and overviews of the properties. Our only material property, as determined pursuant to S-K 1300, is the Augustus Lithium Project.
Augustus Lithium Project, Quebec
Property Description, and Location
The Company’s material property, Augustus Lithium Property, is an early-stage exploration property comprised of four groups of claims totaling 781 mining claims covering approximately 38,217.91 hectares’ land located in western Quebec in the Landrienne and La Come Townships on NTS 32C05 and 32D08. The Augustus Lithium Property is comprised of the Abitibi Lithium property claims, the Canadian Lithium property claims, McNeely Lithium property claims, and the Augustus Lithium property claims.
The property is located about 50 kilometers north of Val d’Or town. The block of claims that make up the property is centered at coordinates 5360000 North and 290000 east, NAD 1983 Zone 18N Datum. The Augustus Property is reachable by either provincial highway #111 connecting Val-d’Or and Amos or by provincial highway #397 connecting Val-d’Or and Barraute. From highway 111, the property can be reached by driving seven kilometers on an all-weather secondary road which is also known as Route Quebec Lithium which traverses the property. The climate is such that exploration and mining operations can generally be conducted year-round. As the property is in an active mining belt, there is a substantial professional workforce nearby experienced in mining and related activities.
13
Property Location Map
Ownership
The Company has acquired 100% rights in the Augustus Lithium Property which comprised of four groups of claims totaling 781 property claims through agreements with various vendors with vendors retaining either a 2% Net Smelter Royalty or 3% Gross Metal Royalty on certain claims. The claims cove approximately 38,217.91 hectares’ land located in western Quebec in the Landrienne and La Come Townships. The Augustus Lithium Project has annual claim maintenance fees of $55,299, as well annual property work commitments of $898,600, of which $18,010 of the claim maintenance and $288,800 of the property work commitments are the obligation of Infini Resources Pty Ltd. pursuant to the sales agreement of 234 mining claims between the two companies.
Sales Agreement for certain claims
In March 2023, FE entered into a sales agreement with Infini Resources Pty Ltd. (Infini), an Australian private company for the sale of 234 of the 781 mining claims covering approximately 12,477.20 hectares’ area out of the Augustus Property through cash payments, common shares issuances and exploration expenditures as follows:
(a) Subject to the satisfaction (or waiver by Infini) of the Conditions Precedent, the Company agrees to irrevocably grant to Infini (or its nominee) an exclusive option to acquire a 50% legal and beneficial interest in the Project (Stage 1 Interest) in consideration for Infini:
(i) making a cash payment of A$550,000 to FEM within 7 business days of signing this agreement
(b) Subject to Infini (or its nominee) acquiring the Stage 1 Interest, FEM agrees to irrevocably grant to Infini (or its nominee) an exclusive option to acquire an additional 25% legal and beneficial interest in the Project (Stage 2 Interest) in consideration for Infini:
(i) making a cash payment of AUD$150,000 18 months from earning the Stage 1 Interest; and
14
(ii) issuing AUD$150,000 worth of Shares in its capital to FE, based on the 10-day volume weighted average price of Shares, calculated the day before the date of issue of the Shares within 18 months of acquiring the Stage 1 Interest (Stage 2 End Date).
(c) Subject to Infini (or its nominee) acquiring the Stage 2 Interest, FE agrees to irrevocably grant to Infini (or its nominee) an exclusive option to acquire an additional 25% legal and beneficial interest in the Project (Stage 3 Interest) in consideration for Infini:
(i) making a cash payment of AUD$300,000 upon the first anniversary of earning the Stage 2 Interest
(ii) issuing AUD$300,000 worth of Shares in its capital to FE, based on the 10-day volume weighted average price of Shares, calculated the day before the date of issue of the Shares within 12 months of acquiring the Stage 2 Interest (Stage 3 End Date).
Map for claims sold to Infini in Block 1 and Block 2
Geological Setting and Mineralization style
The property is situated on the Archean Preissac-Lacorne batholith, a syn- to post- tectonic intrusion that was emplaced in the Southern Volcanic Zone of the Abitibi Greenstone Belt of the Superior Province of Quebec. To the north, the batholith is bounded by the Manneville Fault and to the south by the Cadillac Fault and the eastward extension of the Porcupine-Destor Fault. The batholith, which is a composite body has associated pegmatites and quartz veins.
Local geology of the property area is comprised basic to intermediate rocks of Kinojevis Group, volcanic rocks of Malartic Group, and sedimentary rocks Kewagama Group. The intrusive rocks including Lacorne batholith, occupies most of Lacorne township and adjacent parts of the adjoining townships. The intrusive rocks occur in both the volcanic and sedimentary rocks in the Lacorne area and range in composition from ultrabasic to acidic.
15
The regional metamorphic grade is greenschist facies and close to the batholith is hornblende hornfels facies contact metamorphism. Numerous pegmatitic and aplitic dykes occur in muscovite granite, particularly near its north and south contacts where they constitute the bulk of the exposed rock. These pegmatites mainly strike in east direction but north, north-west and 40° east of north strikes are also stated. Generally best mineralization occurs in north and east striking dykes. The Pegmatites are classified simple and complex.
The simple ones contain the same minerals as those found in the muscovite granite which are albite, quartz, microcline, and microcline-perthite with small amount of muscovite. The complex Pegmatite include common minerals of the simple pegmatites with fewer common minerals such as spodumene, columbite, tantalite, lepidolite, beryl, and others, which in places have potential for mineral deposits of economic value.
The pegmatite dykes, sills and lenses can be subdivided into rare-element pegmatites and granitic pegmatites. The rare-element pegmatites are significance, and they contain microcline or perthite, albite, quartz, muscovite, spodumene and minor amounts of beryl, columbite-tantalite and cassiterite.
The deposit model for the area is that the spodumene occurs in Li-Cs-Ta (“LCT”) rare-element pegmatite dykes. LCT pegmatites are associated with S-type, peraluminous (Al-rich), quartz-rich granites. S-type granites crystallize from a magma produced by partial melting of preexisting sedimentary source rock. They are characterized by the presence of biotite and muscovite, and the absence of hornblende. Rare-element pegmatites derived from a fertile granite intrusion are typically distributed over a 10 to 20 km2 area within 10 km of the fertile granite. A fertile granite is the parental granite to rare-element pegmatite dykes.
Property Geology Map
16
Regional Geology Map
History
Exploration work in the Property and surrounding area dates to the late 1940s’ with the discovery of lithium showings documented in Quebec Department of Natural Resources. Augustus Prospect was described as a lithiferous dyke oriented N300°/40°, it is documented more than 850 m long and 7.6 m wide on average. Its extent to depth is unknown. Martin-McNeely pegmatite was intersected by drilling with grades up to 1.0 percent Li over 2.44 m. Mineralization is confined to pegmatite dykes of unknown attitude. Beluga / Canada Lithium Prospect is reported as a 90.0 m by 30.0 m high grade pegmatite estimated to contain 5.0 to 10.0% spodumene. Highlights of the historical work are presented below:
| ● | Canadian Lithium Corp. carried out work from 1948 to 1955 which included trenching and diamond drilling. The work identified spodumene at the Augustus and Canadian Lithium (named Beluga by FE) prospects. Several drill holes intersected spodumene bearing lithium zones. |
| ● | Martin – McNeely Mines Ltd. drilled three holes on the Martin-McNeely prospect. Two out of three holes intersected spodumene mineralization. |
| ● | Dome Exploration Canada Ltd. Drilled one hole with no spodumene mineralization. |
| ● | Certac Mining Corp. in 1977 investigated the Canada Lithium / Beluga spodumene bearing pegmatite bodies near the south end of Range 1, Lot 25, and Lot 26. One section, 300 ft in length with an average width of l00 ft, was reported to have a visually estimated spodumene content of 5-10% by weight. Other, smaller pegmatite dikes, trending roughly northwest, were reported to contain spodumene and lepidolite and are also exposed in the target area. |
| ● | In 2010 Mineral Hill Industries did prospecting and rock sampling which revealed a new lithium occurrence which was dubbed the Lithium Chalet showing. |
17
| ● | In 2011 Rock Tech completed a ZTEM and magnetometer survey carried out over a total of 4001.3 line-kilometres. Gerard Lambert Geosciences carried out a magnetic survey on behalf of the group of prospectors in the same year. |
| ● | In 2017 Hi Ho Silver acquired a part of the current claim block of the Property and completed a technical report to summarize historical work on Augustus and Canadian Lithium Prospects. |
There is no past producing mine on the Property and there were no historical mineral resource or mineral reserve estimates documented.
Exploration
FE Battery Metals has been carrying out ground exploration work on the Property since February 2021. The work included prospecting, mapping, sampling and diamond drilling.
Prospecting and sampling Results
| ● | March 2021 channel samples intersected 4.5 meters of spodumene pegmatite with 1.04 percent lithium oxide (Li2O). |
| ● | April 2021 – Round 1 sampling showed average 3.04% Li2O in four grab samples, and channel sampling on Beluga Pegmatite indicate a width of 10.64 metres at 0.24% Li2O. |
| ● | April 2021 – Round 2 channel sampling on Beluga pegmatite cut a 32-meter-wide section with an average of 0.74% lithium oxide (Li2O) which included 14 meters of spodumene pegmatite with 1.61 percent lithium oxide. |
| ● | June 2021 sampling on Beluga Pegmatite cut an 8-meter-wide section with an average of 1.44% Li2O. |
Diamond Drilling
Two phases of diamond drilling were completed on the Property in 2021 and 2022. In the Phase 1, a total of 32 NQ size diamond drill holes were completed in 2021 on the Property with a cumulative drilling of 5,847.15 metres in 2021. In this drill program, 27 drill holes intersected spodumene bearing lithium pegmatites and five holes had low grade lithium intercepts or did not intersect any significant mineralization.
Based on the success of Phase 1 drill program, the Company completed a Phase 2 drill program on the Property. A total of seven diamond drill holes were completed on Augustus and Beluga / Canadian Lithium Prospects with a cumulative drilling of 1,675 metres. Five drill holes intersected spodumene bearing lithium pegmatites and two holes had low grade lithium intercepts or did not intersect any significant mineralization.
Preliminary results from the metallurgical testwork started by FE Battery has a very favourable result by using DMS + flotation method: a final spodumene concentrate assayed 6.08% Li2O was produced at a global lithium recovery of ~85%. The iron content in the final product was 1.27% Fe2O3, slightly higher than 1% industrial requirement.
Completed Phase 1 drill program of 5,847.15 meters consisting of 32 drill holes and commenced Phase 2 drill program with cumulative 2,200m of drilling consisting of 9 drill holes; with the following drill hole results of the drill programs:
| ● | Drill hole LC21-09 intersected a 39 meters spodumene pegmatite in which a 7-meter-wide zone assayed 1.12 percent lithium oxide at 11 metres drilled depth; |
| ● | Drill hole LC21-18 intersected several spodumene bearing lithium pegmatite intercepts from 58.2 m to 160 m drilled depth; of which the most promising intercept grading 1.56% lithium oxide over 6 m at 114 m drilled depth, and a second 19 m wide intercept grading 0.48% Li2O at 141 m drilled depth; |
| ● | Drill hole LC21-17 intersected two spodumene bearing lithium pegmatite intercepts, of which the first is 5.2 metres wide zone grading 0.93 % lithium oxide at 214 m drilled depth, and a second 4.0 m wide intercept grading 0.30% Li2O at 292 m drilled depth; |
| ● | Drill hole LC21-19 intersected 1.26 % Li2O or 5,849 parts per million lithium over 2.7 m at 61 m drilled depth; |
| ● | Drill hole LC 21-33 intersected two zones; a 13.20-meter-wide zone with 0.08% Li2O at 2.7 m, and a 59.2- meters- wide zone with 0.07% Li2O at 34.8 m drilled depth; |
| ● | Drill hole LC 21-34 intersected two zones; a 11.73-meter-wide zone with 0.09% Li2O at 1.7 m, and a 75.3- meters- wide zone with 0.08% Li2O at 67.63 m drilled depth including a one-meter section of 1.49% Li2O at 81m; |
| ● | Drill hole LC21-35 intersected a 11.20-meter-wide zone with 0.91 % Li2O at 146 m, including a 5 m zone with 1.03% Li2O at 146 m and 3.2 m with 1% Li2O at 154 m. There is another seven meters wide zone with 0.54% Li2O at 165 m drilled depth including 2.06% Li2O over one meter at 169 m; |
18
| ● | Drill hole LC 21-36 intersected two weakly anomalous zones; a 9.8-meter-wide zone with 0.05% Li2O at 171 m, and a 7.5- meters- wide zone with 0.04% Li2O at 198 m drilled depth; |
| ● | Drill hole LC 21-37 intersected multiple weakly anomalous zones with widths in the range of 3 to 10 metres and 0.06-0.09% Li2O; |
| ● | Drill hole LC21- 39 intersected three lithium pegmatites with the main 7.3 m wide pegmatite zone averaged 1.54% lithium oxide (Li2O) at 188.7m drilled depth; |
| ● | Drill hole LC21-40 intersected a 4.95-meter-wide lithium pegmatite with average 1.49% lithium oxide (Li2O) at 189.6m drilled depth; |
| ● | Drill hole LC23-42 intersected two pegmatites with widths of 16 m and 4 m, respectively, showing varying lithium grades from 164 to 250 meters drilled depth; |
| ● | Drill Hole LC23-43 intersected four main lithium pegmatites as follows: |
| o | Pegmatite 1 with average 1,950.60 ppm Li or 0.42% Li2O over 5 meters at 152 m drilled depth. |
| o | Pegmatite 2 with average 1,870.71 ppm Li or 0.40% Li2O over 6 meters at 169 m drilled depth. |
| o | Pegmatite 3 with average 665.50 ppm Li or 0.14% Li2O over 3 meters at 196 m drilled depth. |
| o | Pegmatite 4 with average 536 ppm Li or 0.12% Li2O over 3 meters at 249 m drilled depth. |
| ● | Drill hole LC23-44 intersected 6.9-metre-wide pegmatite at 1.07% Li2O at 98.5 m drilled depth; |
| ● | Drill hole LC23-50 intersected eight main lithium pegmatites as follows: |
| o | Pegmatite intercept 1 with average 1,915 ppm Li or 0.41% Li2O over 1.77 meters at 11.23 m drilled depth. |
| o | Pegmatite intercept 2 with average 1,610 ppm Li or 0.35% Li2O over 2 meters at 25 m drilled depth. |
| o | Pegmatite intercept 3 is a low-grade zone with average 917 ppm Li or 0.20% Li2O over 4.4 meters at 31m drilled depth. |
| o | Pegmatite intercept 4 with average 5,558 ppm Li or 1.19% Li2O over 17.45 meters at 82.85m drilled depth. |
| o | Pegmatite intercept 5 with average 5,099 ppm Li or 1.10% Li2O over 10 meters at 106m drilled depth. This intercept also has a 1.67 m section with 1,700 ppm cesium and 2,030 ppm chromium. Rubidium in two sections is over 5,000 ppm which is above the method detection limits. |
| o | Pegmatite intercept 6 with average 6,625 ppm Li or 1.42% Li2O over 2 meters at 180m drilled depth. |
| o | Pegmatite intercept 7 is a low-grade zone with average 244 ppm Li or 0.05% Li2O over 4 meters at 194m drilled depth. |
| o | Pegmatite intercept 8 with average 3,146 ppm Li or 0.68% Li2O over 8.5 meters at 210m drilled depth. |
| ● | Drill hole LC23-51 intersected two lithium pegmatites zones including a 10-metre-wide section of 1.03% Li2O at 118 m drilled depth. |
| ● | Drill hole LC23-60 intersected two lithium pegmatites as follows: |
| o | The upper pegmatite intersected 2.75 m wide zone with average 2810 parts per million lithium or 0.60% lithium oxide at 78 m drilled depth; including one-metrewide zone with 1.34% Li2O at 78.75 m depth. tantalum. |
| ● | Drill Hole LC23-61 intersected a 2.3 m wide lithium pegmatite with average 2,467 ppm Li or 0.53% Li2O at 207.7m drilled depth. |
Other Mineral Properties
In addition to our principal property, the Augustus Lithium Property, the Company has several other mineral interests in exploration properties, as summarized below, which we do not consider to be material at this time.
Kokanee Creek Gold Property, British Columbia
Property description and location
The Kokanee Creek Gold Property consists of 3 claims covering approximately 1,000 hectares area in Nelson Mining Division in British Columbia, Canada. It is located 18 km to the east of Nelson on NTS map 082F055. The property is part of a very active mining area with several historical and current gold, silver and base metals deposits located in the region. Nelson is a historical mining town dating back to the discovery of Toad Mountain Silver deposit in 1886.
19
Property Location Map
Ownership
The Company acquired a 100% interest in the Kokanee Creek Property in 2022 by completing an aggregate of $45,500 in option payments and 1,388,158 in common share issuances.
The Property is subject to a 2.0% NSR royalty of which the Company will have the option to reduce the NSR by 1.0% by paying $1,000,000.
Geology
Geologically the property area is underlain by Slocan Group basal slates and phyllites with lesser fine-grained quartzite and limestone beds are overlain by well-bedded, arenaceous quartzite argillites with local impure quartzite and limestone. The top of the argillite section is marked by tuffaceous lava beds, likely related to early Rossland Group volcanism. Jurassic Nelson intrusives consist of porphyritic granite, granodiorite, diorite, quartz diorite, monzonite and hornblende syenite. Several smaller alkaline plugs belong to the Tertiary (Eocene) Coryell Batholith.
The claim area is underlain by a metasedimentary roof pendant remnant within the Middle Jurassic Nelson Batholith.
20
The roof pendant is predominantly composed of argillic siltstone (siltite) and biotite schist mixed with Nelson paragneiss. Siltstones are exposed along the Lower Kokanee Creek Road and the Upper Busk Creek Road. Large rusty quartz veins intrude host sedimentary rocks. Some of the veins contain muscovite and form minor stockworks. Sulphide mineralization on the property includes coarse-grained euhedral galena, coarse-grained euhedral pyrite cubes and associated pseudomorphs, in addition to fine-grained disseminated arsenopyrite.
Regional Geology Map
Exploration
A 5-hole drill program consisting of 1500 feet drilling in February-March 1997 resulted in the discovery of near surface gold mineralization. Hole KC97-02 returned 26.11 g/t gold over 0.7m from 7.0-7.7m, and 13.52 g/t gold over 1.4m from 21.8-23.2m. Fieldwork conducted during 1997 indicated the extension of the mineralized zone to the north, south and west. In addition, rock samples within the zone returned values of 3.54% zinc, 4.22 g/t gold, and 48.0 g/t silver. A continuous chip rock sample taken along a road cut returned 0.3% zinc over 55 m, and 2.26 g/t gold over 5m.
In 2005, a total of 78-line -km airborne, high resolution Time Domain Electro Magnetic geophysical survey was flown over the Kokanee Creek Project. The initial results provided by the data collection contractor, Geotech Ltd., indicated two magnetic high features in the southwestern part of the property, in the area of the Big M Minfile showing and another feature northeast of the Home Minfile occurrence. This northeasterly feature was the area chosen for initial ground truthing and geochemical surveying. The results from the geochemical soil and silt survey indicate a weakly anomalous zinc response in the area of the geophysical anomaly. Subsequent to the field program, the geophysical data was sent to Condor Consulting for further processing. The reinterpreted data indicates two areas of interest, one roughly coincident with the mag anomaly in the area of the Big M Minfile occurrence and another one in the west central part of the property.
21
Electron Lithium Property, Quebec
Property description and location
The Electron Lithium property is comprised of 438 mineral claims covering approximately 30,000 hectares of prospective land around the Augustus Lithium Property in western Quebec.
Ownership
On March 2, 2022, the Company acquired a 100% interest in the Electron Lithium property by completing an aggregate of $300,000 in options payments of $300,000 and 986,842 in common share issuances.
On November 14, 2022, the Company entered into a joint venture agreement (the “Infini Joint Venture Agreement”) with Infini Resources Pty Ltd. (“Infini Resources”) whereby Infini Resources may earn a 100% interest in 255 of the 438 mineral claims comprising the Electron Lithium Property.
The Electron Lithium property is subject to a 3% Gross Metal Royalty (“GMR”), which the Company will have the option to reduce the GMR by 1.0% to 2.0% by paying $1,000,000.
Property Claim Map
22
Falcon Lake Property, Ontario
Property description and location
The Falcon Lake property is comprised of 48 mineral claims covering approximately 987 hectares located in the Thunder Bay Mining Division, Ontario.
Property Location Map
23
Claim Location Map
Ownership
On October 21, 2022, the Company completed its commitments under the terms of the Falcon Lake Agreement, by completing an aggregate of $85,000 in options payments and 157,895 in common share issuances to acquire a 100% interest in the property.
On January 27, 2023, the Company executed a joint venture agreement (the “Battery Age Minerals Joint Venture Agreement”) with Battery Age Minerals Limited (“Battery Age Minerals”) whereby Battery Age Minerals may earn a 100% interest in the Falcon Lake Property.
Pursuant to the Battery Age Minerals Joint Venture Agreement, Battery Age Minerals made a non-refundable payment of AUD$50,000 (CAD$45,359) and elected to earn a 65% interest by completing the initial option payment consisting of a cash payment of AUD$100,000 (CAD$93,999) and issuing the Company 1,375,000 of Battery Age Mineral shares valued at $513,975. Battery Age Minerals earned a further 25% interest, for an aggregate 90% interest, by issuing a further 750,000 shares of Battery Age Minerals valued at $290,295 and by making a cash payment of AUD$50,000 (CAD$46,175). Battery Age Minerals may acquire the remaining 10% interest, for a 100% beneficial interest by making a further payment equal to the lower of the price determined by independent valuation or AUD$2 million. Upon Battery Age Minerals earning a 90% interest, a joint venture will be deemed to have been formed between FE Battery and Battery Age Minerals to further advance the project.
24
The option agreement may be terminated in certain circumstances, including by FE Battery if certain milestones are not met in accordance with agreement.
Jubilee Lithium Property, Ontario
Property description and location
The Jubilee Property consists of 10 contiguous mineral claims which cover 184 cells with a geographic area of approximately 2,944 hectares of land in the Red Lake Mining District, Northwestern Ontario. The Property is located approximately 80 km northeast of Ear Falls, Ontario. The nearest settlement is the town of Ear Falls, Ontario with a current approximate population of 1,000 inhabitants. The property lies within NTS map sheet 52N/01 and straddles four townships of Costello, Latrielle Lake Area, Jubilee Lake Area and Birkett Townships.
Property Location Map
25
Jubilee Property claim boundaries with local physiography
Ownership
On December 1, 2022, the Company entered into an option agreement to acquire a 100% interest in the Jubilee Lithium Property. The Company has completed the initial option payment of $20,000 and has a remaining $30,000 option payment due December 1, 2025 to acquire 100% of the property.
Geology
The Jubilee Property is located in the western portion of the Allison Lake Batholith within the Birch-Uchi greenstone belt within the Uchi Subprovince of the Superior Province of Canada. The Superior Province spans the provinces of Manitoba, Quebec and Ontario, and is the earth’s largest Archean craton that accounts for roughly a quarter of the planet’s exposed Archean crust and consists of linear, fault bounded sub provinces that are characterized by metavolcanic, metasedimentary and plutonic rocks. The Property is underlain by the western portion of the Allison Lake Batholith. The Batholith itself is a tadpole-shaped, 16 km by 40 km peraluminous pegmatitic granitoid with a southeast trending narrow pegmatitic “tail” on the southern portion of the batholith. The fine- to medium-grained granitic batholith is comprised of a collage of pegmatitic units consisting of white weathered, muscovite and biotite-muscovite potassic pegmatite; pegmatitic leucogranite and fine-grained leucogranite sporadically layered with fine-to-medium-grained biotite granite; biotite- muscovite granite; garnet-muscovite granite; and sodic aplite (Breaks et al. 2003). The Allison Lake batholith is the largest fertile, peraluminous granitic mass in northwestern Ontario (Breaks et al., 2003). The batholith consists of white weathered, muscovite and muscovite-biotite potassic pegmatite intermixed and alternating with fine- grained to pegmatitic leucogranite, which often display plumose quartz-muscovite textures.
26
Lithium has been the primary mineral of economic interest in this area and Lithium mineralization style is dominantly hosted within pegmatite dykes and sills. The pegmatites of the area seem to be of magmatic origin and generated by the progressive crystallization of granitic magma. Tourmaline is often widespread throughout the units, and in quartz-rich patches often associated with rare pale green beryl (Breaks, et al., 2003).
Exploration
The purpose of the current work program was to verify and expand on the historical work performed and find more prospective areas for lithium exploration. The work included prospecting, mapping, and channel sampling. A biogeochemical sampling program which included collecting spruce bark and tips in the area around historical blast pits.
The exploration work of 2022 was mainly carried out on the following two locations:
| ● | North End Jubilee Lake Blast Pit – Coordinates 542557E, 5653231N |
| ● | Small Lake Northeast of Jubilee Blast Pit - Coordinates 543672E, 5654846N |
A total of 25 select channel samples were collected from 2 historic blast pits during this work program. The samples were taken in random orientations with sample tags left behind in the channel cuts. The purpose of the samples was to determine any mineralogical relationship between the various compositions of the pegmatite body that were exposed in the pit. Samples were selected based on the mineral percentages seen and the various forms of pegmatite textures and compositions. 1 bulk sample from each pit (Sample #152626 – 100kg, and Sample #152627 – 50kg) was collected by the prospectors for further LIBS analysis by Pleson Geoscience in Nipigon to examine for any trace element indications of lithium bearing minerals. Based on surface observation regarding mineralogy of different location, width of each sample varied from 0.2 m to 0.8 m.
The results of samples from two sampling areas indicate:
North End of Jubilee Lake Blas Pit
| ● | Lithium (Li) values are in the range of 42 parts per million (ppm) to 219 ppm with an average of 94 ppm. |
| ● | Beryllium (Be) values are in the range of less than (<) 3ppm to 2,430 ppm with an average of 287 ppm. |
| ● | Cesium (Cs) values are in the range of 12.3 ppm to 42.7 ppm with an average of 30.36 ppm. |
| ● | Niobium (Nb) values are in the range of 8.8 ppm to 193.8 ppm with an average of 43.49 ppm. |
| ● | Tantalum (Ta) values are in the range of 2.8 ppm to 43.1 ppm with an average of 20.2 ppm. |
| ● | Rubidium (Rb) values are in the range of 277 ppm to 1160 ppm with an average of 542.33 ppm. |
Small Lake NE of Jubilee
| ● | Lithium (Li) values are in the range of 33 ppm to 151 ppm with an average of 88.8 ppm. |
| ● | Beryllium (Be) values are in the range of 4 ppm to 2300 ppm with an average of 363.4 ppm. |
| ● | Cesium (Cs) values are in the range of 15.2 ppm to 65.4 ppm with an average of 36.42 ppm. |
| ● | Niobium (Nb) values are in the range of 16.1 ppm to 126.4 ppm with an average of 74.56 ppm. |
| ● | Tantalum (Ta) values are in the range of 5.3 ppm to 63.5 ppm with an average of 34.61 ppm. |
| ● | Rubidium (Rb) values are in the range of 399 ppm to 1030 ppm with an average of 778.3 ppm. |
The ground biogeochemical survey consisted of collecting up to ~98 samples of tree bark and needles. The survey area has been selected based on previous geological investigations of a granitic intrusion and the general trend of the exposed pegmatites in the blast pits to the north. The results of sample assays show lithium values less than 0.5 ppm Li which is below the laboratories method detection limit. Cesium values are in the range of 0.062 ppm to 1.66 ppm.
Other rare metals such as niobium and tantalum are also below the laboratory’s method detection limit.
Rose West Lithium Property, Quebec
Property description and location
Rose West Lithium Property consists of 32 mining claims covering approximately 1,695 hectares area on NTS map 33C01 on the territory of Eeyou Istchee in James Bay area, Quebec, Canada. It is located about 40 km north of Cree Village of Nemaska located about 300 km northwest of Chibougamau.
Located in a premier mining jurisdiction in Quebec, the property is accessible through the James Bay Road that connects Matagami and Radisson (highway Route/109 from Val d’Or). It is also accessible by road via the Route du Nord, usable all year round from Chibougamau.
27
Property Location Map
Ownership
In April 2023, the Company acquired a 100% interest and were granted a 1% GMR in the Rose West property by issuing 1,300,000 shares of the Company.
The Rose West Lithium property has a 1% GMR payable to the optionor upon the commencement of commercial production.
Geology
The property is underlain by similar geological rocks to the Rose Lithium deposit and are comprised of the Archean Lower- Eastmain Group, constituted of volcano-sedimentary formational units and ultramafic to felsic intrusives. Gabbros, pyroxenites, and diorites cut across the Property geology. Pegmatites occur as irregular but generally continuous lenses within biotite schists. These felsic rocks intruded paragneiss, sandstone and conglomerate. Younger rocks of the property are represented by a Proterozoic diabase dyke.
28
Other rock types, including gneiss, dacite, quartzite and conglomerate, have also been reported. Lithologies are generally well foliated with a SE orientation, except for the more massive and unfoliated granites and pegmatites.
Mineralization recognized to date in the area includes rare-element lithium-cesium-tantalum (LCT) type pegmatites and molybdenum occurrences. The geological reports of the area indicate that pegmatite dykes generally strike WSW-ENE with dips of 60 degrees or steeper.
Property claim map and Geology
North Spirit Property, Ontario
Property description and location
The property consists of 124 mining claims covering approximately 2,500 hectares area in two claim blocks on crown land in northwestern Ontario and is located about 175 kilometres to the north of Red Lake, Ontario.
Ownership
The Company acquired a 100% interest in the North Spirit Property by completing the share issuance of 1,105,262 common shares. The North Spirit property has a 1% GMR payable to the Optionor.
29
Property Location Map
Senay Rose East Lithium Property, Quebec
Property description and location
The Senay Rose East Lithium Project covers over 3,100 hectares (approx. 31 square kilometers) which sit directly adjacent to the Bourier project of Critical Elements Lithium Corporation (TSX-V: CRE).
The acquired land package consists of 59 mining claims within the north-east portion of the Northeast-Southwest striking 150 km long Lac des Montagnes volcano-sedimentary belt of Quebec, which contains abundant pegmatite showings and is one of the most active centers for lithium exploration in the province.
Ownership
On March 4, 2023, the Company entered into an option agreement to acquire a 100% interest in the Senay Lithium Property. Under the terms of the agreement, the Company has the option to acquire a 100% interest in the property by issuing 3,000,000 common shares option payments:, The Company has completed the initial 1,500,000 common share issuance and is required to issue an additional 1,500,000 by March 4, 2024.
Geology
The Senay claims are underlain by neo-Archean Voidyre Formation metasediments which contains numerous pegmatite intrusives of the Senay Suite. The Senay suite pegmatites range in length from a few meters to up to 3 kilometers and are the key target of Lithium exploration in the area.
30
Property Location Map
Titan Gold Property
Property description and location
Titan Gold is located in the Abitibi area of Western Quebec, Canada and is comprised of 80 mining claims covering approximately 4,400 hectares. in the “municipalité régionale de comté” “regional county municipal” of Jamesie in Quebec.
31
Property Location Map
Ownership
On October 2, 2020, the Company entered into an option agreement to acquire a 100% interest in the Titan Gold Property. Under the terms of the option agreement, the Company has the option to acquire a 100% interest in the Titan Gold property by completing the certain option payments, and common share issuances. The Company has an outstanding option payment of $40,000 to acquire its 100% interest in the property.
The Titan Gold property is subject to a 1.5% NSR royalty. The Company will have the option to reduce the NSR by 0.5% to 1.0% by paying $500,000.
32
Geology Map
Trix Lithium Property, Ontario
Property description and location
Trix Lithium is located in in the Georgia Lake area in northwestern Ontario and is comprised of 24 mining claims covering approximately 11,000 hectares.
Ownership
On March 13, 2023, the Company entered into an option agreement to acquire a 100% interest in the Trix Lithium Property.
Under the terms of the option agreement, the Company has the option to acquire a 100% interest in the Trix Lithium property by completing the following option payments, common share issuances and exploration expenditures, subject to regulatory approval:
|
Due Dates |
Option payments
|
Issuance of
FE Battery |
Minimum |
Cumulative |
| On signing |
25,000 (paid) |
83,333 (accrued) |
Nil | Nil |
| March 13, 2024 | 25,000 | 1,500,000 | 100,000 | 100,000 |
| March 13, 2025 | 25,000 | 500,000 | 200,000 | 300,000 |
| March 13, 2026 | 100,000 | 500,000 | 400,000 | 700,000 |
The Trix Lithium property is subject to a 2.0% NSR royalty. The Company will have the option to reduce the NSR by 1% to 1.0% by paying $1,000,000.
33
Exploration Amounts Expensed
Exploration expenses in the five fiscal years ended March 31:
| Year | 2023 | 2022 | 2021 | 2020 | 2019 |
| British Columbia | |||||
| Kokanee Creek | $Nil | $74,500 | $48,820 | $Nil | $Nil |
| Kaslo Silver(1) | Nil | Nil | Nil | Nil | Nil |
| Kootenay Lithium(1) | Nil | Nil | Nil | 3,028 | 5,038 |
| Ontario | |||||
| Jubilee Lithium | 64,295 | Nil | Nil | Nil | Nil |
| Phyllis Cobalt(1) | Nil | 21,047 | Nil | Nil | 119,813 |
| Scramble Gold(1) | Nil | Nil | 49,229 | Nil | Nil |
| Shaw Gold(1) | Nil | Nil | 713 | Nil | Nil |
| Trix Lithium | 32,750 | Nil | |||
| Quebec | |||||
| Titan Gold | 89,100 | 75 | 50,637 | Nil | Nil |
| Augustus Lithium | 1,474,863 | 1,502,261 | 68,352 | Nil | Nil |
| Canadian Lithium | Nil | Nil | 14,750 | Nil | Nil |
| General exploration | 159,665 | 11,238 | 13,600 | Nil | 5,995 |
| Total | $1,820,673 | $1,609,121 | $246,101 | $3,028 | $151,846 |
| (1) | As of March 31, 2023, the property is no longer held by the Company. |
The Company’s sole source of funding has been the issuance of equity securities for cash, primarily through private placements to sophisticated investors and institutions. The Company has issued common shares in each of the past few years, pursuant to private placement financings and the exercise of warrants and options.
Internal Controls Disclosure
The Company has internal controls for reviewing and documenting the information from exploration activities, and ensuring the validity of the information. Information that is used to compile mineral resources and reserves and exploration results are prepared and certified by appropriately qualified persons at the location of drilling or other exploration activities and is subject to our internal review process which includes reviewal and approval by appropriate project management and the Company’s corporate qualified person under National Instrument 43-101.
| ITEM 4A. | UNRESOLVED STAFF COMMENTS |
Not applicable.
| item 5. | Operating and financial review and prospects |
Management’s discussion and analysis is presented in relation to the consolidated financial statements of FE Battery, which statements are prepared as a going concern in accordance with IFRS.
The Company is a mineral exploration company with no producing properties and consequently has no current operating income or cash flow. All of the Company’s short to medium-term operating and exploration cash flow must be derived from external financing.
The consolidated financial statements referred to in this Annual Report have been prepared in accordance with IFRS issued by the International Accounting Standards Board (“IASB”) and Interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”). The policies applied in the consolidated financial statements are based on the IFRS issued and outstanding as at March 31, 2023.
| A. | Operating Results |
Fiscal 2023 compared to Fiscal 2022
The net loss and comprehensive loss for the year ended March 31, 2023 (the “Current Year”) was $5,750,583, a $1,059,261 increase over the net loss of $4,691,322 for the year ended March 31, 2022 (the “Comparative Year”). The significant variances for the Current Year and Comparative Year are as follows:
34
| ● | Consulting fees were $167,767 in the Current Year, an increase of $39,934 over $127,833 for the Comparative Year. Consulting fees consist primarily of corporate advisory and development fees; |
| ● | Exploration and evaluation expenditures were $1,820,673 in the Current Year, an increase of $211,552 over $1,609,121 for the Comparative Year. The increase is due primarily to exploration drill programs on its Quebec lithium prospects carried out during the Current Year; |
| ● | Investor relations were $865,808 in the Current Year, a decrease of $122,217 over $988,025 for the Comparative Year. Investor relations consist on North American and European Investor Marketing programs; |
| ● | Professional fees were $144,396 in the Current Year, an increase of $57,228 over the Comparative Year. The increase in professional fees corresponded with the increase in the Company’s activities during the Current Year; |
| ● | Shareholder communications was $196,546 for the Current Year, a decrease of $566,549 over $763,095 for the Comparative Year. The decrease is primarily due to multiple shareholder and investor programs initiated during the Comparative Year and not extended into Current Year. In Fiscal 2022, the Company initiated additional shareholder communication programs focused on increasing market and investor awareness of the Company by engaging several groups to assist in growing the Company’s online and digital media presence throughout North America and European markets. The normal course of business expenses such as transfer agent fees, exchange listing fees, website maintenance and news release costs for the Company were comparative year over year; |
| ● | Share-based compensation was $2,190,000 in the Current Year, while the Comparative Year was $632,450 expense. Share-based compensation expense is the fair value of restricted share units and stock options granted and vested to directors, officers and consultants during the year; |
| ● | Gain on option of exploration and evaluation assets was $832,302 in the Current Year (2022 - $Nil) due to option earn-in payments received by the Company pursuant to two joint venture agreements entered into during the Current Year; |
| ● | Recovery of flow-through premium liability was $185,872 in the Current Year (2022 - $200,961) due to the flow through recovery during the current year; and |
| ● | Write-down of exploration and evaluation assets was $1,081,250 for the Current Year (Comparative Year - $480,250) was due to the Company’s write down of the deferred costs on certain properties for which the Company is either negotiating amendment agreements, re-staking claims or has decided not to continue with further exploration work on the property. |
Fiscal 2022 compared to Fiscal 2021
The net loss and comprehensive loss for the year ended March 31, 2022 (the “Current Year”) was $4,691,322, a $2,231,661 increase over the net loss of $2,459,661 for the year ended March 31, 2021 (the “Comparative Year”). The significant variances for the Current Year and Comparative Year are as follows:
| ● | Consulting fees were $127,833 in the Current Year, a decrease of $225,918 over $353,751 for the Comparative Year. Consulting fees consist primarily of corporate advisory and development fees; |
| ● | Exploration and evaluation expenditures were $1,609,121 in the Current Year, an increase of $1,363,020 over $246,101 for the Comparative Year. The increase is due primarily to exploration drill programs on its Quebec lithium prospects carried out during the Current Year; |
| ● | Investor relations were $988,025 in the Current Year, an increase of $790,013 over $198,012 for the Comparative Year. Investor relations consist on North American and European Investor Marketing programs; |
| ● | Professional fees were $87,168 in the Current Year, an increase of $26,798 over the Comparative Year. The increase in professional fees corresponded with the increase in the Company’s activities during the Current Year; |
| ● | Salaries, fees and benefits were $188,021 in the Current Year, an increase of $41,521 over the Comparative Year. The increase in compensation is due primarily to the increase in the Company’s operating activities; |
| ● | Shareholder communications was $763,095 for the Current Year, an increase of $474,071 over $289,024 for the Comparative Year. The increase is primarily due to multiple shareholder and investor programs initiated during the Current Year. In Fiscal 2022, the Company initiated additional shareholder communication programs focused on increasing market and investor awareness of the Company by engaging several groups to assist in growing the Company’s online and digital media presence throughout North America and European markets. The normal course of business expenses such as transfer agent fees, exchange listing fees, website maintenance and news release costs were also higher due to the increase in the Company’s activities in the Current Year; |
| ● | Share-based compensation was $632,450 in the Current Year, while the Comparative Year was $990,321 expense. Share-based compensation expense is the estimated fair value of the stock options granted and vested to directors, officers and consultants during the year; |
35
| ● | Recovery of flow-through premium liability was $200,691 in the Current Year (2021 - $Nil) due to the flow through recovery during the current year; and |
| ● | Write-down of exploration and evaluation assets was $480,250 for the Current Year (Comparative Year - $163,375) was due to the Company’s write down of the deferred costs on certain properties for which the Company is either negotiating amendment agreements, re-staking claims or has decided not to continue with further exploration work on the property. |
The Company’s projects are at the exploration stage and have not yet generated any revenue from production to date. Readers should refer to the notes to the consolidated financial statements for details regarding all the mineral leases and option to joint venture agreements for each of the Company’s properties.
| B. | Liquidity and Capital Resources |
Financial Conditions for the year ended March 31, 2023
The Company’s major source of funding has been the issuance of equity securities for cash, primarily through private placements to sophisticated investors and institutions. The Company has issued common shares during each of the last several years, pursuant to private placement financings and the exercise of warrants and options.
There is no assurance that the Company will be continue to be successful with any financing ventures. Please refer to Item 3 – Key Information – section D - Risk Factors in this document.
At March 31, 2023, FE Battery had working capital of $1,994,858 compared to working capital of $459,010 at March 31, 2022. As at March 31, 2023, the flow-through share premium liability is approximately $692,697 (March 31, 2022 - $129,208).
FE Battery began the year ended March 31, 2023, with $111,486 in cash. During the year ended March 31, 2023, the Company expended $3,055,361 on operating activities, net of working capital changes, had a net recovery of $205,449 from investing activities from its exploration and evaluation assets and generated $6,403,004 from financing activities which was attributable to proceeds from share issuances, net of share issue costs, to end at March 31, 2023 with $3,664,578 in cash.
The Company’s financial statements were prepared using IFRS applicable to a going concern. Several adverse conditions cast substantial doubt on the validity of this assumption – see “Going Concern” disclosure below. The Company holds its cash in bank accounts that earn interest at variable interest rates.
Operations for the year ended March 31, 2023, have been funded primarly through non-brokered private placement financings with the issuance of equity.
Capital Resources
As discussed above, at March 31, 2023, the Company’s working capital was $1,994,858 compared to a working capital of $459,010 at March 31, 2022. The Company’s continued operations are dependent upon the Company’s ability to obtain sufficient financing to carry on planned operations. The Company estimates that these funds will not be sufficient to provide the Company with the financial resources to carry out currently planned exploration and operations through the next twelve months and will therefore will need to seek additional sources of financing to meet all exploration expenditures for its property commitments as well its ongoing operations.
The Company had 41,920,038 common shares issued and outstanding as at March 31, 2023 (March 31, 2022 – 20,589,209).
Share Capital
The Company’s continued operations are dependent upon the Company’s ability to obtain sufficient financing to carry on planned operations.
Fiscal 2023 and subsequently up to July 31, 2023
On May 2, 2022, the Company closed a non-brokered private placement, consisting of 907,519 flow-through units (“FT Units”) priced at $0.931 per FT Unit and 723,684 non-flow through units (“NFT Units”) priced at $0.76 per NFT Unit for aggregate gross proceeds of $1,394,900. Each FT Unit consists of one flow-through common share and one-half of one common share purchase warrant (each a “Flow Through Warrant”). Each whole Flow Through Warrant entitles the holder to purchase one common share at a price of $1.71 for a period of two years from the issue
36
date. Each NFT Unit consists of one non-flow-through common share and one non-flow-through common share purchase warrant. Each NFT warrant entitles the holder to purchase one common share at a price of $1.90 for a period of one year from the issue date. The Company also paid finder’s fees of $25,350 and issued 33,355 finder’s shares.
On October 21, 2022, the Company issued 131,579 common shares valued at $37,500, pursuant to the Falcon Lake Property option agreement.
On November 7, 2022, the Company issued 613,158 common shares valued at $153,290, pursuant to the Augustus Lithium Property option agreement.
On November 15, 2022, the Company closed a non-brokered private placement for aggregate gross proceeds of $1,500,000 (the “Private Placement”). The Private Placement consisted of issuing 6,666,667 common shares at a price of $0.225 per share. The Company also paid finder’s fees of $58,500.
On December 14, 2022, the Company closed a non-brokered private placement of 3,707,500 flow-through (FT) shares for gross proceeds of $2,225,475 by issuing 2,040,000 Quebec FT shares at price of $0.625 per share; and 1,667,500 National FT shares at a price of $ 0.57 per share. The Company recognized a liability for flow-through shares of $594,175 (see Note 13). The Company also paid cash finder fees of $133,520.
On December 20, 2022, the Company issued 713,158 common shares valued at $271,000, pursuant to the Gaspesie Peninsula Property option agreement.
On February 3, 2023, the Company issued 78,947 common shares valued at $27,631, pursuant to the Canadian Lithium Property option agreement.
On February 24, 2023, the Company issued 1,105,262 common shares valued at $442,105, pursuant to the North Spirit Property option agreement.
On March 27, 2023, the Company has closed a non-brokered private placement for aggregate gross proceeds of $1,500,000 (the “Private Placement”). The Private Placement consisted of issuing 3,000,000 common shares at a price of $0.50 per share.
On March 31, 2023, the Company granted 3,650,000 restricted share units valued at $2,190,000 under the Company’s shareholder approved restricted share unit plan.
On April 3, 2023, the Company issued 1,500,000 common shares pursuant the Senay Lithium property option agreement and 83,333 common shares pursuant the Trix Lithium property option agreement.
On April 4, 2023, the Company issued 1,300,000 common shares pursuant the Rose West Lithium property option agreement to acquire a 100% interest in the property;
On May 26, 2023, the Company granted 2,000,000 stock options at an exercise price of $0.59 and granted 550,000 RSU’s to certain officers, directors and consultants of the Company. Both the stock options and RSU’s vest immediately and are subject to the statutory four month hold period;
On May 31, 2023, the Company closed the first tranche of its May 26, 2023 announced private placement, for gross proceeds of $700,000, by way of issuing 573,770 flow-through shares (“FT share”) priced at $0.61 per FT share and 538,461 national flow-through shares (“NFT share”) priced at $0.65 per NFT share; and
On June 9, 2023, the Company closed the second and final tranche of its May 26, 2023 announced private placement, for gross proceeds of $520,000, by way of issuing 800,000 NFT shares priced at $0.65 per NFT share.
Fiscal 2022
During fiscal year 2022, the Company issued 232,000 common shares pursuant to the exercise of share purchase warrants for total proceeds of $49,200. Fair value of the warrants exercised was $11,150.
On June 3, 2021, the Company closed non-brokered private placements for aggregate gross proceeds of $1,000,000 and through the issuance of 2,003,376 flow-through units (“FT Units”) at $0.385 per FT Unit for proceeds of $771,300 and through the issuance of 682,687 units (“Units”) at $0.335 per Unit for gross proceeds of $228,700. Share issue costs were $67,727, which included a finder’s fee of 8% paid in connection with the above noted private placement of $64,384 cash and $3,343 in other share issue costs.
37
On November 26, 2021, the Company closed a non-brokered private placement for aggregate proceeds of $2,200,000 from the sale 8,800,000 units at a price of $0.25 cents per unit (the “Unit”). Share issue costs were $14,715, which included a finder’s fee of 5% paid in connection with the above noted private placement of $13,750 cash.
Fiscal 2021
During fiscal year 2021, 1,762,807 share purchase warrants were exercised for the issuance of 1,762,807 common shares for total proceeds from the exercise was of $1,137,600. Fair value of the warrants exercised for the share issued was $239,467.
On December 31, 2020, the Company closed the first tranche of a non-brokered private placement, consisting of 263,158 Flow-Through Units (“FT Units”) for gross proceeds of $250,000.
On January 27, 2021, the Company closed the second and final tranche of balance a non-brokered private placement, consisting of 105,263 Flow-Through Units (“FT Units”) and 328,947 non-flow through units (“NFT Units”) for gross proceeds of $350,000.
On March 4, 2021, the Company closed a non-brokered private placement, consisting of 1,052,632 Flow-Through Units (“FT Units”) and 776,316 non-flow through units (“NFT Units”) for gross proceeds of $1,550,000.
The securities offered have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an available exemption from the registration requirements.
Stock Options
During the year ended March 31, 2023, the Company did not grant any stock options.
During the year ended March 31, 2022, pursuant to the Company’s stock option plan, the Company granted 223,684 stock options at an exercise price of $1.33 per share, expiring on May 14, 2026, 236,842 stock options at an exercise price $0.95, expiring on July 13, 2026, 197,368 stock options at an exercise price $1.52, expiring on January 5, 2023, and 63,158 stock options at an exercise price $1.33, expiring on January 6, 2027. The Company granted stock options to directors, officers and consultants.
During the year ended March 31, 2021, pursuant to the Company’s stock option plan, the Company granted 694,737 stock options at an exercise price of $0.80 per share, expiring on February 9, 2026 and 342,105 stock options at an exercise price $1.33, expiring on February 11, 2026. The Company granted stock options to directors, officers and consultants.
Restricted Share Units
During the year ended March 31, 2023, pursuant to the Company’s restricted share unit plan, the Company issued 3,650,000 restricted share units (“RSU”) on March 31, 2023, vesting immediately. The Company issued the RSUs to directors, officers and consultants.
During the years ended March 31, 2022 and 2021, the Company did not issue any RSUs.
Financing Activities
The Company estimates that it will require additional financing to carry out its exploration plans and operations through the next twelve months. This could involve joint venture, equity financing, or other forms of financing.
Going Concern
At March 31, 2023, the Company has working capital of $1,994,858. Management estimates that these funds will not be sufficient to provide the Company with the financial resources to carry out currently planned exploration and operations through the next twelve months. Therefore, the Company will need to seek additional sources of financing to meet all exploration expenditures for its property commitments as well its ongoing operations. While the Company was successful in obtaining its most recent financing, there is no assurance that it will be able to obtain adequate financing in the future or that such financing will be on terms acceptable to the Company. These material uncertainties may cast significant doubt upon the Company’s ability to continue as a going concern.
38
The financial statements do not include any adjustments to the recoverability and classification of recorded assets, or the amounts of, and classification of liabilities that would be necessary if the going concern assumption were not appropriate. Such adjustments could be material.
Plans for Fiscal 2023
The Board of Directors has and will continue the review of all available strategic alternatives intended to maximize shareholder value.
It has not determined whether its mineral property interests contain mineral reserves that are economically recoverable. The Company’s continuing operations and the underlying value and recoverability of the amounts shown for mineral property interests are entirely dependent upon the existence of economically recoverable mineral reserves, the ability of the Company to obtain the necessary financing to complete the exploration and development of the mineral property interests and on future profitable production or proceeds from the disposition of the mineral property interests.
As at July 31, 2023, the Company had the following common shares issued and outstanding 47,265,602.
| C. | Research and development, patents and licenses |
As FE Battery is a mineral exploration company with no producing properties, the information required by this item is inapplicable.
| D. | Trend information |
As a mineral resource exploration company, the Company’s activities are mainly in response to metal prices and the availability of equity financings. Further, we consider that our ability to raise additional funding in order to complete our exploration programs and the plan of operations for its mineral properties for the current fiscal year and beyond will be impacted by prevailing prices for metals. As a mineral resource exploration company, the interest in FE Battery’s stock, and our ability to raise financing and conduct work programs, has been cyclical as it is related to metal prices that, traditionally, have been cyclical in nature.
The Company is a mineral exploration company. At this time, any issues of seasonality or market fluctuations have no material impact other than our ability to raise additional equity capital on terms that are acceptable to the Company. The Company currently defers its mineral property acquisition costs. The Company expenses its exploration and project investigation and general and administration costs and these amounts are included in the net loss for each quarter.
The Company’s Management and board of directors are not financial or commodity analysts and therefore cannot and should not forecast metal prices. Management and the directors do monitor the metals industry trends, specifically demand supply data and believe that the metals market may continue to experience positive fundamentals. As such the Company will continue to advance its properties, subject to available funds.
| E. | Off-statement of financial position arrangements |
FE Battery does not have any off-balance sheet arrangements.
| F. | Tabular disclosure of contractual obligations |
The following table summarizes the Company’s short-term and long-term obligations as at March 31, 2023:
| Less than one year |
1-2 years | 2-3 years | 3-4 years | 4-5 years | 5th and subsequent years (1) |
Total | |
| N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| (1) | Mineral property option payments are made at the option of the Company, however non-payment of mineral property leases may result in forfeiture of FE Battery’s rights to a particular property. |
| G. | Safe Harbour |
Certain statements contained in the foregoing Operating Results and elsewhere in this Annual Report on Form 20-F constitutes forward-looking statements. Such forward-looking statements involve a number of known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of FE Battery to
39
be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statements were made, and readers are advised to consider such forward-looking statements in light of the risks set forth below. Risk factors that could affect our future results include, but are not limited to, risks inherent in mineral exploration activities and other operating and development risks, no revenue from commercial operations, no assurance that any of our mineral properties possess commercially mineable bodies of ore, financial risk, shareholder dilution from additional equity financings, competition, environmental regulations, changes to reclamation requirements, volatility and sensitivity to market prices for precious and base metals, the impact of changes in foreign currencies’ exchange rates, political risk, changes in government regulation and policies including trade laws and policies, demand for precious and base metals, and receipt of permits and approvals from governmental authorities.
| ITEM 6. | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES |
| A. | Directors and Senior Management |
The following table lists the directors and senior management of the Company as at March 31, 2023. The directors have served in their respective capacities since their election and/or appointment and will serve until the next AGM or until a successor is duly elected, unless the office is vacated in accordance with the Articles/By-Laws of the Company.
| Name and Position | Other Principal Directorships | Shares Beneficially Owned as at July 31, 2023 |
Principal Business Activities Outside the Company |
| Gurminder Sangha (1) Director, President and Chief Executive Officer |
Targeted Microwave Solutions Inc. | 1,692,763 | Businessman and consultant to companies in the junior resource sector |
|
Jurgen Wolf (2) Director, Chief Financial Officer and Corporate Secretary |
Medgold Resources Corp. Iconic Minerals Ltd. Petrichor Energy Inc. Adastra Holdings Ltd. Altima Resources Inc. Consolidated Odyssey Exploration Inc. American Biofuels Inc. Odyssey Petroleum Corporation |
Nil | Consultant to companies in the junior resource sector |
|
Craig Alford (3) Director |
Barrel Energy Inc. Evergreen- Agra Inc. Verde Science Inc. |
25,000 | Geologist |
| Jason Grewal | None | 25,000 | Lawyer |
| Jodie Gibson (5) | None | Nil | Geologist |
| (1) | Gurminder was appointed to the Company’s board of directors on December 22, 2017 and appointed President and Chief Executive Officer on March 26, 2018. Mr. Sangha is an independent business advisor to the resources industry and brings over twelve years of management and financing expertise in both public and private companies. |
| (2) | Jurgen Wolf was appointed to the Company’s board of directors on February 22, 2018 and appointed Chief Financial Officer and Corporate Secretary of the Company on February 28, 2018. Mr. Wolf has been involved in the oil and gas industry for more than 15 years, assisting public companies with investor relations and administration. Mr. Wolf was President and a director of former US Oil and Gas Resources Inc., which amalgamated to form Petrichor Energy Inc. in 2005. Mr. Wolf is a director of several public companies. |
| (3) | Craig Alford was appointed Director of the Company on October 7, 2019. Mr. Alford holds both a Bachelor of Science (Hons) and a Master of Science in Geology. He is a registered Professional Geoscientist (P. Geo) in Ontario and is a Qualified Person, as defined in National Instrument 43-101. During his 30 years of experience worldwide, Mr. Alford has designed, managed and provided technical direction for projects throughout North and South America, China, Central Asia, Russia, Australia and Africa. Mr. Alford’s experience has included senior positions for a number of large mining companies including, Zijin Mining Group, China Railway, and Teck Mining Ltd. |
| (4) | Jason Grewal was appointed to the Company’s board of director on October 23, 2019. Mr. Grewal is a solicitor in England and Wales and admitted as an attorney in the state of New York. He has studied law at the London School of Economics, and holds a law degree from the University of London, an LLM in international business law from the IE Law School in Madrid and an MSc in global finance from Cass Business School in London. He has experience working in Canada, the United States and the United Kingdom, and in Europe. He has advised on various capital market transactions in various jurisdictions, and has experience working with both international law firms and multinational corporations. |
| (5) | Jodie Gibson was appointed to the Company’s board of director on March 23, 2021. Mr. Gibson is an exploration geologist with over 14 years mineral exploration experience throughout the North American Cordillera from Alaska to Mexico; including syngenetic and epigenetic |
40
precious and base metal systems. He was the Project Manager of the Underworld Resources Inc. exploration team that discovered and defined the Golden Saddle and Arc deposits. Prior to joining the Company, Mr. Gibson was serving as Vice President Exploration for White Gold Corp where he oversaw over $30 million in exploration activities over the previous three years with highlights including expansion of the Golden Saddle and Arc deposits and five new discoveries across the White Gold district: including the high-grade Vertigo discovery on the JP Ross property. Mr. Gibson holds a Bachelor of Science Degree and a Master of Science Degree from Indiana State University and is a member of the Association of Professional Engineers and Geoscientists of British Columbia.
Executive officers are appointed by the board of directors to serve until terminated by the board of directors or until their successors are appointed. Certain of the directors serve as directors of other reporting companies and if a conflict of interest arises at a meeting of the board of directors, any director in a conflict will declare his interest and abstain from voting on such matter. All directors have a term of office expiring at the next AGM.
Family Relationships
There are no family relationships among any of the persons named above.
Arrangements
There are no arrangements or understandings regarding the selection of any of the persons named above.
| B. | Compensation |
Compensation of Executive Officers
“Named Executive Officer” (“NEO”) means each of the following individuals:
| (a) | A Chief Executive Officer (“CEO”) or one who acted in a capacity similar to a CEO, for any part of the financial year ended March 31, 2023; |
| (b) | A Chief Financial Officer (“CFO”) or one who acted in a capacity similar to a CFO, for any part of the financial year ended March 31, 2023; |
| (c) | Each of the three most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000 for that financial year; and |
| (d) | Each individual who would be a NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the Company, nor acting in a similar capacity, as at the financial year ended March 31, 2023. |
The Company had two NEOs during the year. The following disclosure sets out the compensation that the Board intended to pay, make payable, award, grant, give or otherwise provide to each NEO and director for the financial year ended March 31, 2023.
Compensation of Directors and NEOs
The Company’s Corporate Governance and Compensation Committee (“CGCC”) has responsibility for reviewing compensation for the Company’s directors and senior management. The independent directors are encouraged to meet at any time they consider necessary without any members of management including the non-independent directors being present. The Company’s auditors, legal counsel and employees may be invited to attend. The independent directors exercise their responsibilities for independent oversight of management through a strong CGCC.
To determine compensation payable, the CGCC reviews compensation paid for directors and NEOs of companies of similar size and stage of development in the mineral exploration industry and determines an appropriate compensation reflecting the need to provide incentive and compensation for the time and effort expended by the directors and senior management while taking into account the financial and other resources of the Company. In setting the compensation, the CGCC annually reviews the performance of the NEOs in light of the Company’s objectives and considers other factors that may have impacted the success of the Company in achieving its objectives and financial resources.
The Company’s compensation policies and its stock option plan are intended to assist the Company in attracting, retaining and motivating directors, officers and employees of the Company and of its subsidiaries and to closely align the personal interests of such directors, officers and employees with those of the shareholders by providing them with the opportunity, through stock options, to acquire shares in the capital of the Company.
Share-based awards
The board of directors adopted a Restricted Share Unit Plan (“RSU Plan”) dated for reference December 31, 2021 providing for the issuance of RSUs to directors, officers, employees, and consultants (“Eligible Persons”).
41
Nature and Administration of the RSU Plan
All Eligible Persons (as defined in the RSU Plan) of the Company are eligible to participate in the RSU Plan (as “RSU Plan Participants”), though the Company reserves the right to restrict eligibility or otherwise limit the number of persons eligible for participation in the RSU Plan at any time. Eligibility to participate in the RSU Plan does not confer upon any person a right to receive an award of RSUs.
Subject to certain restrictions, the Board can, from time to time, grant RSUs to Eligible Persons. RSUs will be credited to an account maintained for each RSU Plan Participant on the books of the Company as of the award date. The grant of an RSU Award shall entitle the Participant to the conditional right to receive for each RSU credited to the Participant’s Account, at the election of the Company, either one Common Share or an amount in cash, net of applicable taxes and contributions to government sponsored plans, as determined by the Board, equal to the Market Price of one Common Share for each RSU credited to the Participant’s Account on the Settlement Date, subject to the conditions set out in the RSU Grant Letter and in the Plan, and subject to all other terms of this Plan
Each award of RSUs vests on the date(s) (each a “Vesting Date”) specified by the Board on the award date and reflected in the applicable Award Notice (as defined in the RSU Plan). Additionally, the term of the RSUs shall be determined by the Board on the date of the award of RSUs. Each RSU outstanding and all rights thereunder shall expire at the expiry time determined by the Board, subject to earlier termination in accordance with the RSU Plan.
Rights and obligations under the RSU Plan can be assigned by the Company to a successor in the business of the Company, any company resulting from any amalgamation, reorganization, combination, merger or arrangement of the Company, or any corporation acquiring all or substantially all of the assets or business of the Company. The RSUs are non-transferable and non-assignable by the RSU Plan Participant.
Notwithstanding any other provision of the RSU Plan:
| (a) | the aggregate number of Shares reserved for issuance pursuant to RSUs granted under the RSU Plan and other Security Based Compensation Arrangements (as defined in the RSU Plan) cannot exceed 10% of the issued and outstanding Shares as at the date of grant (on a non-diluted basis); |
| (b) | the aggregate number of Shares reserved for issuance pursuant to RSUs granted to any one individual in any 12 month period shall not exceed 1% of the issued and outstanding Shares, unless disinterested shareholder approval is obtained; |
| (c) | the aggregate number of Shares reserved for issuance pursuant to RSUs granted to Insiders (as defined in the policies of the Exchange) shall not exceed 2% of the issued and outstanding Shares, unless disinterested shareholder approval is obtained; and |
| (d) | all RSUs granted pursuant to the RSU Plan are subject to the policies of the Exchange. |
At March 31, 2023, and at July 31, 2023, the maximum number of common shares which may be issued pursuant to share-based awards under the RSU Plan is equal to 4,192,004 and 4,726,560 of the issued and outstanding common shares at the respective dates. There were Nil share-based awards outstanding at March 31, 2022 and July 31, 2022 respectively.
Option-Based Awards
The board of directors of the Company adopted a stock option plan, as amended (the “Plan”), effective December 8, 2018, which has been most recently approved by the shareholders of the Company on April 3, 2023, at the Company’s AGM on that date. The number of shares in respect of which options may be granted under the plan shall not exceed 10% of the issued and outstanding common shares of the Company at the relevant grant date. In addition, the number of shares which may be reserved for issuance to any one individual may not exceed 5% of the issued shares on a yearly basis or 2% if the optionee is engaged in investor relations activities or is a consultant.
In accordance with good corporate governance practices and as recommended by Canadian National Policy 51-201 Disclosure Standards, the Company imposes black-out periods restricting the trading of its securities by directors, officers, employees and consultants during periods surrounding the release of annual and interim financial statements and at other times when deemed necessary by management and the Board. In order to ensure that optionees are not prejudiced by the imposition of such black-out periods, the Plan includes a provision to the effect that any outstanding options with an expiry date that falls during a management imposed black-out period or within five days thereafter will be automatically extended to a date that is ten trading days following the end of the black-out period.
The Plan provides that if a change of control (as defined therein) occurs, or if the Company is subject to a take-over bid, all shares subject to stock options shall immediately become vested and may thereupon be exercised in whole or
42
in part by the optionees. The Board may also accelerate the expiry date of outstanding stock options in connection with a take-over bid.
The Plan contains a provision that, if pursuant to the operation of the plan’s adjustment provisions, in respect of options granted under the Plan (the “Subject Options”), an optionee receives options to purchase securities of another company (the “New Company”), such new options shall expire on the earlier of: (i) the expiry date of the Subject Options; (ii) if the optionee does not become an eligible person in respect of the New Company, the date that the Subject Options expire pursuant to the applicable provisions of the Plan relating to expiration of options in cases of death, disability or termination of employment discussed in the preceding paragraph above (the “Termination Provisions”); (iii) if the optionee becomes an eligible person in respect of the New Company, the date that such new options expire pursuant to the terms of the New Company’s stock option plan that correspond to the Termination Provisions; and (iv) the date that is one (1) year after the Optionee ceases to be an eligible person in respect of the New Company or such shorter period as determined by the Board.
The Plan allows the board to impose vesting provisions and provides that, unless otherwise specified at the time of grant, all options shall vest and become exercisable in full immediately upon grant of such options. However, as required by the policies of the Exchange, options granted to optionees performing Investor Relations Activities must vest in stages over 12 months with no more than ¼ of such options vesting in any three-month period.
The purpose of the Plan is to allow the Company to grant options to directors, officers, employees and service providers, as an incentive for performance, and as an opportunity to participate in the success of FE Battery. The granting of such options is intended to align the interests of such persons with that of the shareholders. Options are exercisable over periods of up to ten years as determined by the board of directors of FE Battery and are required to have an exercise price no less than the market price as defined in the Plan prevailing on the day that the option is granted. Pursuant to the Plan, the board of directors may from time to time authorize the issue of options to directors, officers and employees of and consultants to FE Battery and its subsidiaries or employees of companies providing management services to FE Battery or its subsidiaries.
At March 31, 2023, and at July 31, 2023, the maximum number of common shares which may be issued pursuant to stock options granted under the Plan is equal to 2,631,476 and 3,166,032 of the issued and outstanding common shares at the respective dates. There were 1,757,896 and 1,757,896 stock options outstanding at March 31, 2022 and July 31, 2022 respectively.
The board of directors generally grants options to corporate executives on the recommendation of the CGCC. As part of its annual work plan, the CGCC reviews, among other things, executive compensation and makes appropriate recommendations to the board regarding such compensation, including but not limited to the grant of options. Options may be granted at other times of the year to individuals commencing employment with the Company.
Summary Compensation Table
The compensation paid to the NEOs during the years ended March 31, 2023, 2022 and 2021 is as set out below:
| NEO Name and Principal Position |
Year (1) | Salary/ Fees ($) |
Share- Based Awards ($) |
Option- Based Awards (2) ($) |
Non-Equity Incentive Plan Compensation ($) |
Pension Value ($) |
All Other Compensation ($(3)) |
Total Compensation ($) | |
| Annual Incentive Plans | Long-term Incentive Plans |
||||||||
|
Gurminder Sangha (4) President and CEO
|
2023 2022 2021 |
200,000 188,021 146,500 |
600,000 Nil Nil |
Nil Nil 161,328 |
Nil Nil Nil |
Nil Nil Nil |
Nil Nil Nil |
Nil Nil Nil |
800,000 188,021 307,828 |
|
Jurgen Wolf (5) CFO and Corporate Secretary
|
2023 2022 2021 |
10,000 2,500 1,500 |
Nil Nil Nil |
Nil Nil 37,470 |
Nil Nil Nil |
Nil Nil Nil |
Nil Nil Nil |
Nil Nil Nil |
10,000 2,500 38,970 |
| (1) | Financial years ended March 31. |
| (2) | The “grant date fair value” of options granted during the year is determined by using the Black-Scholes model, please see the table under “Incentive Plan Awards” for the ‘in-the-money’ value of these options. |
43
| (3) | Includes any health, dental, parking, group plan insurance benefits and professional fees paid by the Company on behalf of the NEO. |
| (4) | Gurminder was appointed to the Company’s board of directors on December 22, 2017 and appointed President and Chief Executive Officer on March 26, 2018. |
| (5) | Jurgen Wolf was appointed to the Company’s board of directors on February 22, 2018 and appointed Chief Financial Officer and Corporate Secretary of the Company on February 28, 2018. |
As part of its annual work plan, the CGCC reviews, among other things, executive compensation and makes appropriate recommendations to the board regarding such compensation.
Incentive Plan Awards
Outstanding Share-Based Awards and Option-Based Awards
The share-based awards and option-based awards outstanding for the NEOs, as at the financial year ended March 31, 2023, is as set out below:
| Option-based Awards | Share-based Awards | |||||
|
Name |
Number of Securities Underlying Unexercised Options (1) |
Option Exercise Price |
Expiry Date |
Value
of Unexercised in-the money Options (1) ($) |
Number of Shares or Units of Shares that have not Vested (#) |
Market or Pay-out Value of Share-based Payments that have not Vested ($) |
| Gurminder Sangha | 203,947 | 0.798 | February 9, 2026 | Nil | Nil | N/A |
| Jurgen Wolf | 47,368 | 0.798 | February 9, 2026 | Nil | Nil | N/A |
| (1) | This amount is calculated based on the difference between the market value of the shares underlying the options at the end of the most recently completed financial year. |
Incentive Plan Awards – Value Vested or Earned During the Year
There were no share-based awards and option-based awards that vested or were earned by the NEOs during the during the financial year ended March 31, 2023.
Discussion
The Company accounts for stock options issued to employees at the fair value determined on the grant date using the Black-Scholes option pricing model. The fair value of the options is recognized as an expense using the graded vesting method where the fair value of each tranche is recognized over its respective vesting period. When stock options are forfeited prior to becoming fully vested, any expense previously recorded is reversed.
Share-based payments made to non-employees are measured at the fair value of the goods or services received or the fair value of the equity instruments issued, if it is determined that the fair value of the goods or services cannot be reliably measured. These payments are recorded at the date the goods and services are received.
Warrants issued are recorded at estimated fair values determined on the grant date using the Black-Scholes model. If and when the stock options or warrants are ultimately exercised, the applicable amounts of their fair values in the reserves account are transferred to share capital.
See “Share-Based Awards” for further information on the Restricted Share Unit Plan.
See “Option-Based Awards” and “Securities Authorized for Issuance under Equity Compensation Plans” for further information on the Stock Option Plan.
The Company does not have Incentive Plan Awards, pursuant to which cash or non-cash compensation intended to serve as an incentive for performance (whereby performance is measured by reference to financial performance or the price of the Company’s securities) was paid.
44
Pension Plan Benefits
Defined Benefit Plan or Defined Contribution Plan
The Company has no pension plans for NEOs that provide for payment or benefits at, following, or in connection with retirement.
Deferred Compensation Plans
The Company has no deferred compensation plan for NEOs.
Termination and Change in Control Benefits
The Company has no contract, agreement plan or arrangement that provides for payment to a NEO at, following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change in control of the Company or a change in a NEO’s responsibilities.
Director Compensation
The Company does not have a compensation plan for directors.
Director Compensation Table
The following table sets out all amounts of compensation provided to the directors who are not NEOs for the Company’s most recently completed financial year:
Name |
Year (1) | Fees earned |
Share- |
Option- |
Non-equity |
Pension |
All other |
Total |
| Craig Alford |
2023 2022 2021 |
Nil Nil Nil |
Nil Nil Nil |
Nil Nil 41,633 |
Nil Nil Nil |
Nil Nil Nil |
15,100 12,000 8,500 |
15,100 12,000 50,133 |
| Jason Grewal |
2023 2022 2021 |
Nil Nil Nil |
Nil Nil Nil |
Nil Nil 31,225 |
Nil Nil Nil |
Nil Nil Nil |
Nil 49,500 Nil |
Nil 49,500 31,225 |
| Lyle McLennan (1) |
2023 2022 2021 |
Nil Nil Nil |
Nil Nil Nil |
Nil Nil 26,021 |
Nil Nil Nil |
Nil Nil Nil |
Nil Nil 5,000 |
Nil Nil 31,021 |
| Jodie Gibson |
2023 2022 2021 |
Nil Nil Nil |
Nil Nil Nil |
Nil Nil 52,041 |
Nil Nil Nil |
Nil Nil Nil |
Nil Nil Nil |
Nil Nil 52,041 |
| (1) | Mr. McLennan resigned as a director on March 23, 2021. |
45
Outstanding Share-based Awards and Option-based Awards
The share-based awards and option-based awards outstanding for the NEOs, as at the financial year ended March 31, 2023, is as set out below:
| Option-based Awards | Share-based Awards | |||||
|
Name |
Number of Securities Underlying Unexercised Options (1) |
Option |
Expiry Date |
Value of Unexercised in-the money Options (1) ($) |
Number of Shares or Units of Shares that have not Vested (#) |
Market or Pay-out Value of Share-based Payments that have not Vested ($) |
| Craig Alford | 52,632 | 0.798 | February 9, 2026 | Nil | Nil | N/A |
| Jason Grewal | 39,474 | 0.798 | February 9, 2026 | Nil | Nil | N/A |
| Lyle McLennan (1) | 32,895 | 0.798 | February 9, 2026 | Nil | Nil | N/A |
| Jodie Gibson | 65,789 | 0.798 | February 9, 2026 | Nil | Nil | N/A |
| (1) | This amount is calculated based on the difference between the market value of the shares underlying the options at the end of the most recently completed financial year. |
Incentive Plan Awards – Value Vested or Earned During the Year
There were no share-based awards and option-based awards that vested or were earned by the directors during the during the financial year ended March 31, 2023.
Securities Authorized for Issuance under Equity Compensation Plans
Equity Compensation Plan Information
| Number of securities to be issued upon exercise of outstanding options, warrants and rights |
Weighted-average exercise price of outstanding options, warrants and rights |
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | |
| Plan Category | (a) | (b) | (c) |
| Options-Based Award approved by security holders (1) | 1,560,528 | $1.04 | 3,166,032 |
| Share-Based Award approved by security holders (1) | Nil | Nil | 4,726,560 |
| Equity compensation plans not approved by security holders | Nil | Nil | Nil |
| Total | 1,560,528 | $1.04 | 7,892,592 |
| (1) | As at March 31, 2023. |
Indebtedness of Directors and Executive Officers
None of the directors, executive officers, or associates of any such person, has been indebted to the Company at any time during the most recently completed financial year.
Aggregated Options Exercises during the Most Recently Completed Financial Year
None.
| C. | Board Practices |
The Company has five directors as of July 31, 2023, namely: Gurminder Sangha, Jurgen Wolf, Craig Alford, Jason Grewal and Jodie Gibson. Mr. Sangha, Mr. Wolf, Dr. Alford, Mr. Grewal and Mr. Gibson were appointed on December 22, 2017, February 22, 2018, October 7, 2019, October 23, 2019 and March 23, 2021, respectively. All
46
directors will serve for a term of office expiring at the next AGM of the Company. All officers have a term of office lasting until their removal or replacement by the board of directors.
An “independent” director under the CSE governance guidelines is a director who is independent from management and is free from any interest and any business or other relationship which could materially interfere with his or her ability to act in the best interest of the Company other than interests arising from shareholding. Where a company has a significant shareholder, in addition to a majority of “independent” directors, the Board should include a number of directors who do not have interest or relationships with either the Company or the significant shareholder. The Board currently consists of five directors, three of whom are independent based upon the tests for independence set forth in Canadian National Instrument 52-110. Mr. Sangha is not independent as he is the President and CEO of the Company, Mr. Wolf is not independent as he is the CFO of the Company. The Company is currently seeking to add an additional independent director.
Except as set out below, no director and/or executive officer has been the subject of any order, judgment, or decree of any governmental agency or administrator or of any court of competent jurisdiction, revoking or suspending for cause any license, permit or other authority of such person or of any corporation of which he is a director and/or executive officer, to engage in the securities business or in the sale of a particular security or temporarily or permanently restraining or enjoining any such person or any corporation of which he is an officer or director from engaging in or continuing any conduct, practice or employment in connection with the purchase or sale of securities, or convicting such person of any felony, or misdemeanor involving a security or in any aspect of the securities business of theft.
There are no director’s services contracts with the Company providing for benefits upon termination of employment. The Company has no compensatory plan or arrangement in respect of compensation received or that may be received by the directors of the Company in its most recently completed or current financial year to compensate such directors in the event of termination as director (resignation, retirement) or in the event of a change in control. There are no arrangements or understandings with any two or more directors or executive officers pursuant to which he was selected as a director or executive officer. Other than as disclosed in related party transactions, fees payable to directors as disclosed above under “Director Compensation”, and salaries for executive officers, there is no compensation paid to outside directors other than stock-based compensation.
Audit Committee
As of July 31, 2023, Gurminder Sangha, Jason Grewal and Jodie Gibson are the members of the Company’s audit committee and with Mr. Grewal acting as Chair. Its primary function is to review the financial statements of the Company before they are submitted to the board for approval. The audit committee is also available to assist the board if required with matters relating to the appointment of the Company’s auditor and the overall scope and results of the audit, internal financial controls, and financial information for publication for various purposes.
Corporate Governance and Executive Compensation Committee
Members of the Corporate Governance and Executive Compensation Committee are Gurminder Sangha, Jason Grewal to developments in the area of corporate governance, the practices of the board, finding appropriate candidates for nomination to the board and for evaluating the performance of the board, and senior executives and making recommendations as to their compensation.
| D. | Employees |
At March 31, 2023, the Company did not have any employees.
| E. | Share Ownership |
See Item 6A. – “Directors and Senior Management”.
See Item 6B. for stock options held by the directors or members of senior management of the Company as at March 31, 2023.
The following table sets forth, as of July 31, 2023, the number of FE Battery’s common shares beneficially owned by the directors and members of senior management of FE Battery, individually, and as a group, and the percentage of ownership of the outstanding common shares represented by such shares.
The shareholders listed below possess sole voting and investment power with respect to the shares shown.
47
Directors and Senior Management Share Ownership as at July 31, 2023
| Name of Shareholder | Number of Shares held, directly and indirectly, at July 31, 2023 (1) |
% of Issued and Outstanding Shares at July 31, 2023(1) |
| Gurminder Sangha | 1,692,763 | 3.58% |
| Jurgen Wolf | Nil | Nil |
| Jodie Gibson | Nil | Nil |
| Craig Alford | 25,000 | 0.05% |
| Jason Grewal | 25,000 | 0.05% |
(1) Based on 47,265,602 common shares issued and outstanding, and no warrants and stock options were held by officers and directors as at July 31, 2023.
| ITEM 7. | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS |
| A. | Major Shareholders |
The Company is a publicly traded corporation, incorporated in the province of British Columbia, the registered shareholders of which include residents of the United States, residents of Canada and other foreign residents. To the extent known by the directors and executive officers of the Company, the Company is not directly or indirectly owned or controlled by another corporation.
To the knowledge of the directors and executive officers of the Company as at July 31, 2023, there are no holders of 5% or more of the common shares of FE Battery.
The above information was obtained from SEDI and SEDAR.
All shareholders, including major and/or controlling shareholders have the same voting rights with respect to the issued common shares.
The Company’s securities are recorded on the books of its transfer agent in registered form; however, the majority of such shares are registered in the name of intermediaries such as brokerage houses and clearing houses on behalf of their respective brokerage clients, and FE Battery does not have knowledge of or access to information about the beneficial owners thereof. To the best of its knowledge, FE Battery is not directly or indirectly owned or controlled by a corporation or foreign government. As of July 31, 2023, the Company had authorized an unlimited number of common shares without par value of which 47,265,602 were issued and outstanding.
The Company is not aware of any arrangements between shareholders or other persons which may result in a change of control of the Company.
| B. | Related Party Transactions |
During the years ended March 31, 2023, 2022, and 2021, the Company:
| a) | paid $200,000 (2022 - $188,021, 2021 - $148,000) to non-independent director and officers of the Company; |
| b) | paid fees to independent directors of $25,100 (2022 - $64,000, 2021 - $13,500); |
| c) | made share-based payments of $600,000 (2022 - $Nil, 2021 - $292,472). |
As at March 31, 2023, an amount of $384,876 for fees and/or expenses owed to directors and officers are included in amounts due to related parties (March 31, 2022 - $36,923; March 31, 2021 - $90,365). These amounts were settled in the ordinary course of business.
Other than as disclosed above, there have been no transactions during the 2023 fiscal year which have materially affected or will materially affect FE Battery in which any director, executive officer, or beneficial holder of more than 5% of the outstanding common stock, or any of their respective relatives, spouses, associates or affiliates has had or will have any direct or material indirect interest. Management believes the transactions referenced above were on terms at least as favorable to FE Battery as FE Battery could have obtained from unaffiliated parties.
48
| C. | Interests of Experts and Counsel |
This Form 20-F is being filed as an annual report under the Securities Exchange Act of 1934, and, as such, there is no requirement to provide any information under this sub-item.
| item 8. | Financial information |
| A. | Consolidated Statements and Other Financial Information |
Statements
The financial statements required as part of this Annual Report are filed under Item 18 of this Annual Report. The financial statements as required are found at Exhibit F-1 to this Annual Report. The audit report of DeVisser Gray LLP, Chartered Professional Accountants, is included immediately preceding the financial statements for the years ended March 31, 2023, 2022, and 2021.
Legal Proceedings
The Company is not involved in any litigation or legal proceedings and to the Company’s knowledge no material legal or arbitration proceedings involving the Company is threatened.
Dividend Policy
FE Battery has not paid any dividends on its outstanding common shares since its incorporation and does not anticipate that it will do so in the foreseeable future. All funds of FE Battery are being retained for working capital and exploration of its projects.
| B. | Significant Changes |
There are no significant changes have occurred since the date of FE Battery’s most recent audited financial statements, March 31, 2023, other than disclosed in this Annual Report on Form 20-F, items represented in Note 5 to the financial statements for the year ended March 31, 2023.
| ITEM 9. | THE OFFER AND LISTING |
| A. | Offer and Listing Details |
FE Battery’s common shares trade on the CSE under the trading symbol “FE” and CUSIP # 31422Y. The Company is also listed on the OTC under FEMFF
Trading Markets
The tables below list the high and low prices for common shares of the Company for the five most recent full financial. The Company’s common shares began trading on the Canadian Securities Exchange as of March 1, 2019 and prior to that date, the common shares were traded on the TSX Venture Exchange.
| CSE: FE – Trading in Canadian Dollars | |||
| High | Low | ||
| ($) | ($) | ||
| Annual | |||
| March 2023 | 1.04 | 0.25 | |
| March 2022 | 1.52 | 0.53 | |
| March 2021 | 2.36 | 0.23 | |
| March 2020 | 1.12 | 1.33 | |
| March 2019 | 1.63 | 0.285 | |
49
The following table lists the volume of trading and high, low and maximum closing sales prices for shares of FE Battery’s common stock for the last eight fiscal quarters and for the most recent six months. The Company’s common shares began trading on the Canadian Securities Exchange as of March 1, 2019 and prior to that date, the common shares were traded on the TSX Venture Exchange.
| CSE: FE – Trading in Canadian Dollars | |||
| High | Low | ||
| ($) | ($) | ||
| Fiscal 2023 | |||
| Fourth Quarter | 1.04 | 0.45 | |
|
Third Quarter |
0.49 |
0.27 | |
| Second Quarter | 0.61 | 0.25 | |
| First Quarter | 0.91 | 0.25 | |
| Fiscal 2022 | |||
|
Fourth Quarter |
1.48 |
0.76 |
|
| Third Quarter | 1.46 | 0.53 | |
| Second Quarter | 1.24 | 0.61 | |
| First Quarter | 1.52 | 0.82 | |
| Month ended | |||
| June 30, 2023 | 0.55 | 0.50 | |
| May 30, 2023 | 0.62 | 0.56 | |
| April 30, 2023 | 0.60 | 0.57 | |
| March 31,2023 | 0.64 | 0.39 | |
| February 28, 2023 | 0.42 | 0.395 | |
| January 31, 2023 | 0.34 | 0.34 | |
The Company’s common stock is issued in registered form.
| B. | Plan of Distribution |
This Form 20-F is being filed as an annual report under the Securities Exchange Act of 1934, and as such, there is no requirement to provide any information under this item.
| C. | Markets |
FE Battery shares trade on the following stock exchanges and other regulated markets:
| Stock Exchange or other regulated market | Company symbol |
| Canadian Securities Exchange | FE |
| Frankfurt Stock Exchange | A2JC89 |
| OTC Bulletin Board | FEMFF |
| D. | Selling Shareholders |
This Form 20-F is being filed as an annual report under the Securities Exchange Act of 1934, and as such, there is no requirement to provide any information under this item.
| E. | Dilution |
This Form 20-F is being filed as an annual report under the Securities Exchange Act of 1934, and as such, there is no requirement to provide any information under this item.
| F. | Expenses of the Issue |
This Form 20-F is being filed as an annual report under the Securities Exchange Act of 1934, and as such, there is no requirement to provide any information under this item.
50
| item 10. | additional information |
| A. | Share Capital |
This Form 20-F is being filed as an annual report under the Securities Exchange Act 1934, and as such, there is no requirement to provide any information under this item.
| B. | Memorandum and articles of association |
The Company’s original corporate constituting documents comprising Articles of Association and Memorandum are registered with the British Columbia Registrar of Companies under Corporation No. 71412. A copy of the Articles of Association and Memorandum then in effect were filed as an exhibit with the Company’s initial registration statement on Form 20-F. In 2004 the Company’s existing Memorandum was replaced by a Notice of Articles. Subsequent amendments to the Company’s Articles have been also filed as exhibits subsequent to the initial registration statement. On June 23, 2011, the Company adopted new Articles of Association.
Securities Registrar
Computershare Inc. is the transfer agent and registrar for the shares at its principal office in Vancouver, BC.
Objects and Purposes
The Company’s Articles of Incorporation do not specify objects or purposes. Under British Columbia law, a British Columbia corporation has all the legal powers of a natural person. British Columbia corporations may not undertake certain limited business activities such as operating as a trust company or railroad without alterations to its form of articles and specific government consent.
Directors – Powers and Limitations
The Company’s articles do not specify a maximum number of directors (the minimum under British Columbia law for a public company is three). Shareholders at the annual shareholders meeting determine the number of directors annually and all directors are elected at that time. There are no staggered directorships. Under the British Columbia Business Corporations Act, (“BCA”) directors are obligated to abstain from voting on matters in which they may be financially interested after fully disclosing such interest. Directors’ compensation is not a matter on which they must abstain. Directors must be of the age of majority (18), and meet eligibility criteria including not being mentally infirm, an undischarged bankrupt, no fraud related convictions in the previous five years and a majority of directors must be ordinarily resident in Canada. There is no mandatory retirement age either under the Company’s Articles or under the BCA.
Directors’ borrowing powers are not generally restricted where the borrowing is in the Company’s best interests. Directors need not own any shares of the Company in order to qualify as directors.
The Articles specify the number of directors shall be the number of directors fixed by shareholders annually, or the number that are actually elected at a general shareholders meeting. Shareholders at the annual shareholders’ meeting determine the number of directors annually and all directors are elected at that time. Under the Articles the directors are entitled between successive AGMs to appoint one or more additional directors but not more than one-third of the number of directors fixed at a shareholders meeting or actually elected at the preceding annual shareholders’ meeting. Directors automatically retire at the commencement of each annual meeting but may be re-elected thereat.
A director or senior office who holds any office or possesses any property, right or interest that could result, directly or indirectly, in the creation of a duty or interest that materially conflicts with that individual’s duty or interest as a director or senior officer, is required under the BCA to disclose the nature and extent of the conflict as required by the Business Corporations Act, and may be counted for the purpose of quorum requirements is required to abstain from voting on any directors’ resolution to approve a contract or transaction in which he has a disclosable interest.
The new form of articles adopted by the Company in June 2011 (“Articles”) update some of the terminology therein as well as incorporating some of the more flexible provisions of the BCA. The major changes from the existing Articles are: 1. certain changes to the Notice of Articles, Articles and share structure may be able to be made by directors’ resolution or ordinary resolution of the Company’s shareholders, in each case as determined by the directors. A more detailed description of this changes is provided below; 2. the directors may, by directors’ resolution, approve a change of name of the Company without the necessity for shareholder approval; 3. shareholder meetings may be held by electronic means; 4. the quorum for shareholder meetings is changed from two shareholders or proxyholders present to one shareholder present in person or represented by proxy; 5. shareholder meetings may, if authorized by directors’
51
resolution, be held in jurisdictions outside British Columbia; and 6. the Chairman of a directors’ meeting does not have a casting vote, in the event of an equality of votes.
The Company is subject to the policies of the Canadian Securities Exchange and compliance with Exchange policy may supersede powers granted to the Board pursuant to the Articles.
Descriptions of rights, preferences and restrictions attaching to each class of shares
Common Shares
The Company has only one class of shares, common shares without par value of which an unlimited number are authorized and 47,265,602 are outstanding as of July 31, 2023. All common shares rank pari passu for the payment of dividends and distributions in the event of wind-up.
Some of the significant provisions under British Columbia law and the Company’s Articles relating to the common shares may be summarized as follows:
Capital increases and Other Changes
The Company may alter its Notice of Articles, Articles and share structure in the following manner: 1. by directors’ resolution or ordinary resolution of the shareholders of the Company, in each case as determined by the directors, (a) create one or more classes or series of shares and, if none of the shares of a class or series of shares are allotted or issued, eliminate that class or series of shares and alter the identifying name of any of its shares; (b) establish, increase, reduce or eliminate the maximum number of shares that the Company is authorized to issue out of any class or series of shares; (c) if the Company is authorized to issue shares of a class of shares with par value, decrease the par value of those shares or, if none of the shares of that class of shares are allotted or issued, increase the par value of those shares; (d) change all or any of its unissued shares with par value into shares without par value or vice versa or change all or any of its fully paid issued shares with par value into shares without par value; (e) create, attach, vary or delete special rights or restrictions for the shares of any class or series of shares, if none of those shares have been issued; (f) subdivide or consolidate all or any of its unissued, or fully paid issued, shares; (g) authorize alterations to the Articles that are procedural or administrative in nature or are matters that pursuant to the Articles are solely within the directors’ powers, control or authority; and (h) alter the identifying name of any of its shares. 2. if the BCBCA does not specify the type of resolution and the Articles do not specify another type of resolution, by ordinary resolution of the shareholders otherwise alter its shares or authorized share structure and, if applicable, alter its Notice of Articles and, if applicable, alter its Articles accordingly.
Certain changes such as amalgamations, re-domiciling may also give rise to rights of dissent and appraised (the right subject to meeting certain conditions, to be paid the “fair value” determined in accordance with the BCA for their shares in cash if the matter is proceeded with).
Shares Fully Paid
The Company’s shares must, when issued be fully paid for in cash, property or services. The common shares, when validly issued are non-assessable and not subject to further calls for payment.
Redemption
The Company has no redeemable securities authorized or issued.
Pre-emptive Rights
There are no pre-emptive rights under the Articles of the Company which provide a right to existing shareholders to participate in offerings of the Company’s securities.
Liquidation
All common shares of the Company are entitled to participate ratably in, if any, available for distribution assets in the event of a winding up or other liquidation of the Company.
No Limitation on Foreign Ownership
There are no limitations under the Company’s Articles or in the BCA on persons who are not citizens of Canada holding or exercising their voting rights as holders of common shares (See also “Exchange Controls”).
52
Dividends
Dividends may be declared by the Board out of available assets and are paid ratably to holders of common shares. No dividend may be paid if the Company is, or would thereby become, insolvent.
Voting Rights
Each of the Company’s share is entitled to one vote on matters on which common shares ordinarily vote including the election of directors, appointment of auditors and approval of corporate changes. There are no cumulative voting rights applicable to the Company.
Shareholder Meetings
Shareholders’ meetings are governed by the Articles of the Company but many important shareholder protections are also contained in the Securities Act (British Columbia) and the BCA. The Articles provide that the Company will hold an annual shareholders’ meeting, will provide at least 21 days’ notice and will provide for certain procedural matters and rules of order with respect to the conduct of the meeting. Under British Columbia securities legislation and policies, the Company is required to conduct advanced searches to facilitate delivery of meeting materials and proxy to beneficial shareholders. The form and content of information circulars and proxies and like matters are governed by the Securities Act (British Columbia) and the BCA. This legislation specifies the disclosure requirements for the proxy materials and various corporate actions, background information on the nominees for election for director, executive compensation paid in the previous year, unusual matters or related party transactions. The Company must hold determination general meeting of shareholders within 15 months of the previous annual shareholders’ meeting. A quorum for a shareholders’ meeting is one shareholder present in person or by proxy.
Change in Control
Other then as disclosed under Item 6.B “Termination and Change of Control Benefits”, the Company does not have any agreements which are triggered by a take-over or other change of control, except that a takeover or change of control may result in the vesting of stock options previously granted. There are no provisions in its Articles triggered by or affected by a change in outstanding shares which gives rise to a change in control. There are no provisions in the Company’s material agreements giving special rights to any person on a change of control.
Insider Share Ownership Reporting
The articles of the Company do not require disclosure of share ownership. Share ownership of director nominees must be reported annually in proxy materials sent to the Company’s shareholders. There are no requirements under British Columbia corporate law to report ownership of shares of the Company but the Securities Act (British Columbia) requires disclosure of trading by insiders (generally officers, directors and holders of 10% of voting shares) within 5 days of the trade. Controlling shareholders (generally those in excess of 20% of outstanding shares) must provide 3 days advance notice of share sales.
Securities Act (British Columbia)
This statute applies to the Company and governs matters typically pertaining to public securities such as continuous disclosure, quarterly financial reporting, immediate disclosure of material changes, insider trade reporting, take-over protections to ensure fair and equal treatment of all shareholders, exemption and resale rules pertaining to non-prospectus securities issuances as well as civil liability for certain misrepresentations, disciplinary, appeal and discretionary ruling maters.
| C. | Material Contracts |
The Company is not party to any contracts that are material to its operations, business or assets, other than those entered into in the ordinary course of business for the two years preceding the date of this document.
| D. | Exchange Controls |
FE Battery is a corporation incorporated pursuant to the laws of the Province of British Columbia, Canada. Canada has no system of exchange controls. There are no Canadian restrictions on the repatriation of capital or earnings of a Canadian public company to non-resident investors. There are no laws in Canada or exchange restrictions affecting the remittance of dividends, profits, interest, royalties and other payments to non-resident holders of the Issuer’s securities, except as discussed in “E. Taxation” below.
53
There are no limitations under the laws of Canada or in the organizing documents of the Company on the right of foreigners to hold or vote securities of the Company, except that the Investment Canada Act may require review and approval by the Minister of Industry (Canada) of certain acquisitions of “control” of the Company by a “non-Canadian”. The threshold for acquisitions of control is generally defined as being one-third or more of the voting shares of the Company. “Non-Canadian” generally means an individual who is not a Canadian citizen, or a corporation, partnership, trust or joint venture that is ultimately controlled by non-Canadians.
| E. | Taxation |
All prospective investors are advised to consult their own tax advisors with respect to the specific tax consequences of purchasing the common shares of the Company.
Canadian Federal Income Tax Consequences for United States Residents
The discussion under this heading summarizes the principal Canadian federal income tax consequences of acquiring, holding and disposing of shares of our common stock for a shareholder of ours who is not a resident of Canada but is a resident of the U.S. and who will acquire and hold our common shares as capital property for the purposes of the Income Tax Act (Canada) (the “Canadian Tax Act”). This summary does not apply to a shareholder who carries on business in Canada through a “permanent establishment” situated in Canada or performs independent personal services in Canada through a fixed base in Canada if the shareholder’s holding in FE Battery Metals Corp. is effectively connected with such permanent establishment or fixed base. This summary is based on the provisions of the Canadian Tax Act and the regulations thereunder and on an understanding of the administrative practices of Canada Revenue Agency and takes into account all specific proposals to amend the Canadian Tax Act or regulations made by the Minister of Finance of Canada as of the date hereof. It has been assumed that there will be no other relevant amendment of any governing law although no assurance can be given in this respect. This discussion is general only and is not, nor is it intended to provide a detailed analysis of the income tax implications of any particular shareholder’s interest. Investors are advised to obtain independent advice from a shareholder’s own Canadian and U.S. tax advisors with respect to income tax implications pertinent to their particular circumstances. The provisions of the Canadian Tax Act are subject to income tax treaties to which Canada is a party, including the Canada-United States Income Tax Convention (1980), as amended (the “Convention”).
Dividends
Dividends paid or deemed to be paid to a U.S. Holder by The Company will be subject to Canadian withholding tax. Under the Treaty, the rate of withholding tax on dividends paid to a U.S. Holder is generally limited to 15% of the gross amount of the dividend (or 5% if the U.S. Holder is a corporation and beneficially owns at least 10% of The Company’s voting shares). The Company will be required to withhold the applicable withholding tax from any such dividend and remit it to the Canadian government for the U.S. Holder’s account.
Disposition
Under the Canadian Tax Act, a taxpayer’s capital gain or capital loss from a disposition of a share of our common stock is the amount, if any, by which his or her proceeds of disposition exceed (or are exceeded by, respectively) the aggregate of his or her adjusted cost base of the share and reasonable expenses of disposition. The capital gain or loss must be computed in Canadian currency using a weighted average adjusted cost base for identical properties. The capital gains net of losses included in income are as follows: for gains net of losses realized after October 17, 2000, as to 50%. There are special transitional rules to apply capital losses against capital gains that arose in different periods. The amount by which a shareholder’s capital loss exceeds the capital gain in a year may be deducted from a capital gain realized by the shareholder in the three previous years or any subsequent year, subject to certain restrictions in the case of a corporate shareholder. Under the Canadian Tax Act, a non-resident of Canada is subject to Canadian tax on taxable capital gains, and may deduct allowable capital losses, realized on a disposition of “taxable Canadian property.” Shares of our common stock will constitute taxable Canadian property of a shareholder at a particular time if the shareholder used the shares in carrying on business in Canada, or if at any time in the five years immediately preceding the disposition 25% or more of the issued shares of any class or series in our capital stock belonged to one or more persons in a group comprising the shareholder and persons with whom the shareholder and persons with whom the shareholder did not deal at arm’s length and in certain other circumstances.
The Convention relieves U.S. residents from liability for Canadian tax on capital gains derived on a disposition of shares unless:
(a) the value of the shares is derived principally from “real property” in Canada, including the right to explore for or exploit natural resources and rights to amounts computed by reference to production;
54
(b) the shareholder was resident in Canada for 120 months during any period of 20 consecutive years preceding, and at any time during the 10 years immediately preceding, the disposition and the shares were owned by him when he or she ceased to be resident in Canada; or
(c) the shares formed part of the business property of a “permanent establishment” that the holder has or had in Canada within the 12 months preceding the disposition.
United States Tax Consequences
United States Federal Income Tax Consequences
Certain United States Federal Income Tax Consequences
The following is a discussion of material U.S. federal income tax consequences generally applicable to a U.S. Holder (as hereinafter defined) of our common shares under current law. This discussion does not address all potentially relevant federal income tax matters and it does not address consequences peculiar to persons subject to special provisions of federal income tax law, such as those described below as excluded from the definition of a U.S. Holder. In addition, this discussion does not cover any state, local or foreign tax consequences. (see “Taxation – Canadian Federal Income Tax Consequences” above). Accordingly, holders and prospective holders of our common shares are urged to consult their own tax advisors about the specific federal, state, local, and foreign tax consequences to them of purchasing, owning and disposing of our common shares, based upon their individual circumstances. The following discussion is based upon the sections of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations, published Internal Revenue Service (“IRS”) rulings, published administrative positions of the IRS and court decisions that are currently applicable, any or all of which could be materially and adversely changed, possibly on a retroactive basis, at any time and which are subject to differing interpretations. This discussion does not consider the potential effects, both adverse and beneficial, of any proposed legislation which, if enacted, could be applied, possibly on a retroactive basis, at any time.
US Holders
As used in this annual report, a “U.S. Holder” means a holder of our common shares who is a citizen or individual resident of the United States, a corporation or partnership created or organized in or under the laws of the United States or of any political subdivision thereof, an entity created or organized in or under the laws of the United States or of any political subdivision thereof which has elected to be treated as a corporation for U.S. federal income tax purposes (under Treasury Regulation Section 301.7701-3), an estate whose income is taxable in the U.S. irrespective of source or a trust subject to the primary supervision of a court within the U.S. and control of a U.S. fiduciary as described in Section 7701(a)(30) of the Code. This summary does not address the tax consequences to, and U.S. Holder does not include, persons subject to specific provisions of federal income tax law, such as tax-exempt organizations, qualified retirement plans, individual retirement accounts and other tax-deferred accounts, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, broker-dealers, non-resident alien individuals, persons or entities that have a “functional currency” other than the U.S. dollar, shareholders subject to the alternative minimum tax, shareholders who hold common shares as part of a straddle, hedging or conversion transaction, and shareholders who acquired their common shares through the exercise of employee stock options or otherwise as compensation for services. This summary is limited to U.S. Holders who own common shares as capital assets, within the meaning of Section 1221 of the Code, and who own (directly and indirectly, pursuant to applicable rules of constructive ownership) no more than 5% of the value of our total outstanding stock. This summary does not address the consequences to a person or entity holding an interest in a shareholder or the consequences to a person of the ownership, exercise or disposition of any options, warrants or other rights to acquire common shares. In addition, this summary does not address special rules applicable to U.S. persons (as defined in Section 7701(a) (30) of the Code) holding common shares through a foreign partnership or to foreign persons holding common shares through a domestic partnership.
Distributions on Our Common Shares
In general, U.S. Holders receiving dividend distributions (including constructive dividends) with respect to our common shares are required to include in gross income for U.S. federal income tax purposes the gross amount of such distributions, equal to the U.S. dollar value of such distributions on the date of receipt (based on the exchange rate on such date), to the extent that we have current or accumulated earnings and profits, without reduction for any Canadian income tax withheld from such distributions. Such Canadian tax withheld may be credited, subject to certain limitations, against the U.S. Holder’s federal income tax liability or, alternatively, may be deducted in computing the U.S. Holder’s federal taxable income by those who itemize deductions (See more detailed discussion at “Foreign Tax Credit” below). Dividends received from us by a non-corporate U.S. Holder during taxable years beginning before January 1, 2011, generally, will be taxed at a maximum rate of 15% provided that such U.S. Holder has held to shares
55
for more than 60 days during the 120-day period beginning 60 days before the ex-dividend date and that certain other conditions are met (“qualified dividend income”). For this purpose, dividends will include any distribution paid by us with respect to our common shares but only to the extent such distribution is not in excess of our current and accumulated earnings and profits, as determined under U.S. Federal income tax principles.
To the extent that distributions exceed our current or accumulated earnings and profits, they will be treated first as a return of capital up to the U.S. Holder’s adjusted basis in the common shares and thereafter as gain from the sale or exchange of property. For this purpose, “qualified dividend income” generally includes dividends paid on stock in U.S. corporations as well as dividends paid on stock in certain non-U.S. corporations if, among other things, (i) the shares of the non-U.S. corporation (including ADRs backed by such shares) are readily tradable on an established securities market in the U.S., or (ii) the non-U.S. corporation is eligible with respect to substantially all of its income for the benefits of a comprehensive income tax treaty with the U.S. which contains an exchange of information program. We currently anticipate that if we were to pay any dividends with respect to our shares, they should constitute “qualified dividend income” for U.S. federal income tax purposes and that U.S. Holders who are individuals should be entitled to the reduced rates of tax, as applicable.
In the case of foreign currency received as a dividend that is not converted by the recipient into U.S. dollars on the date of receipt, a U.S. Holder will have a tax basis in the foreign currency equal to its U.S. dollar value on the date of receipt. Generally, any gain or loss recognized upon a subsequent sale or other disposition of the foreign currency, including the exchange for U.S. dollars, will be ordinary income or loss and will not be eligible for the special tax rate applicable to qualified dividend income. However, an individual whose realized gain does not exceed $200 will not recognize that gain, provided that there are no expenses associated with the transaction that meet the requirements for deductibility as a trade or business expense (other than travel expenses in connection with a business trip) or as an expense for the production of income.
Dividends paid on our common shares will not generally be eligible for the dividends received deduction provided to corporations receiving dividends from certain United States corporations. A U.S. Holder that is a corporation may, under certain circumstances, be entitled to a 70% deduction of the United States source portion of dividends received from us (unless we qualify as a “foreign personal holding company” or a “passive foreign investment company”, as defined below) if such U.S. Holder owns shares representing at least 10% of our voting power and value, or to a 85% deduction if the U.S. Holder owns shares representing at least 20% of the voting power and value of the Company. The availability of this deduction is subject to several complex limitations that are beyond the scope of this discussion. Under current Treasury Regulations, dividends paid on our common shares, if any, generally will not be subject to information reporting and generally will not be subject to U.S. backup withholding tax. However, for dividends and the proceeds from a sale of our common shares paid in the U.S. through a U.S. or a U.S. related paying agent (including a broker) a U.S. Holder will be subject to U.S. information reporting requirements and may also be subject to the 28% (tax years beginning in 2006 and 2007) U.S. backup withholding tax, unless the paying agent is furnished with a duly completed and signed Form W-9. Any amounts withheld under the U.S. backup withholding tax rules will be allowed as a refund or a credit against the U.S. Holder’s U.S. federal income tax liability, provided the required information is furnished to the IRS.
Foreign Tax Credit
A U.S. Holder who pays (or has withheld from distributions) Canadian income tax with respect to the ownership of our common shares may be entitled, at the option of the U.S. Holder, to either receive a deduction or a tax credit for such foreign tax paid or withheld. Generally, it will be more advantageous to claim a credit because a credit reduces U.S. federal income taxes on a dollar-for-dollar basis, while a deduction merely reduces the taxpayer’s income subject to tax. This election is made on a year-by-year basis and generally applies to all foreign taxes paid by (or withheld from) the U.S. Holder during that year. There are significant and complex limitations which apply to the credit, among which is the general limitation that the credit cannot exceed the proportionate share of the U.S. Holder’s U.S. income tax liability that the U.S. Holder’s foreign source income bears to his or its worldwide taxable income. In the determination of the application of this limitation, various items of income and deduction must be classified into foreign and domestic sources. Complex rules govern this classification process. In addition, this limitation is calculated separately with respect to specific categories of income. For tax years beginning after December 31, 2006, the foreign tax credit is limited separately with respect to passive category income and general category income. Dividends distributed by us will generally constitute “passive income” or, in the case of certain U.S. Holders, “financial services income,” which for tax years beginning after December 31, 2006, is in certain cases treated as general category income. Additionally, the rules regarding U.S. foreign tax credits include limitations that apply to individuals receiving dividends eligible for the 15% maximum tax rate on dividends described above. For tax years beginning after December 31, 2004, U.S. Holders can reduce their alternative minimum tax (“AMT”) liability by an AMT foreign tax credit without the limitation. Under the pre-2006 Act Law, the AMT foreign tax credit was limited
56
to 90% of AMT. The availability of the foreign tax credit and the application of the limitations on the credit are fact specific, and U.S. Holders of our common shares should consult their own tax advisors regarding their individual circumstances.
Disposition of Our Common Shares
In general, U.S. Holders will recognize gain or loss upon the sale of our common shares equal to the difference, if any, between (i) the amount of cash and the fair market value of any property received, and (ii) the shareholder’s tax basis in our common shares. Preferential tax rates apply to long-term capital gains of U.S. Holders that are individuals, estates or trusts. In general, gain or loss on the sale of our common shares will be long-term capital gain or loss if our common shares are a capital asset in the hands of the U.S. Holder and are held for more than one year. Deductions for net capital losses are subject to significant limitations. For U.S. Holders that are not corporations, any unused portion of such net capital loss may be carried over to be used in later tax years until such net capital loss is thereby exhausted. For U.S. Holders that are corporations (other than corporations subject to Subchapter S of the Code), an unused net capital loss may be carried back three years preceding the loss year and carried forward five years following the loss year to be offset against capital gains until such net capital loss is thereby exhausted.
Other Considerations
Set forth below are certain material exceptions to the above-described general rules describing the U.S. federal income tax consequences resulting from the holding and disposition of common shares:
Foreign Personal Holding Company
The Foreign Personnel Holding Company (“FPHC”) rules have been repealed for tax years of foreign corporations beginning after December 31, 2004, and tax years of U.S. Holders whose tax year ends with or within the FPHC’s tax year. Prior to repeal, if at any time during a taxable year more than 50% of the total combined voting power or the total value of our outstanding shares was owned, directly or indirectly (pursuant to applicable rules of constructive ownership), by five or fewer individuals who were citizens or residents of the U.S. and 60% or more of our gross income for such year was derived from certain passive sources (e.g., from certain interest and dividends), we may have been a FPHC. In that event, U.S. Holders that hold common shares would have been required to include in gross income as a dividend for such year their allocable portions of such passive income to the extent we did not actually distribute such income. Each U.S. Holder should consult his own tax advisor about this change of law.
Foreign Investment Company
The rule relating to foreign investment companies have been repealed for tax years of foreign corporations beginning after December 31, 2004, and tax years of U.S. Holders whose tax year end with or within the corporation’s tax year. Prior to repeal, if 50% or more of the combined voting power or total value of our outstanding shares was held, directly or indirectly, by citizens or residents of the U.S., U.S. domestic partnerships or corporations, or estates or trusts other than foreign estates or trusts (as defined by Code Section 7701(a)(31)), and we were found to be engaged primarily in the business of investing, reinvesting, or trading in securities, commodities, or any interests therein, it is possible that we were a “foreign investment company” as defined in Section 1246 of the Code, causing all or part of any gain realized by a U.S. Holder selling or exchanging common shares to be treated as ordinary income rather than capital gain. Each U.S. Holder should consult his own tax advisor about this change of law.
Passive Foreign Investment Company
As a foreign corporation with U.S. Holders, the Company could potentially be treated as a passive foreign investment company (“PFIC”), as defined in Section 1296 of the Code, depending upon the percentage of the Company’s assets that are held for the purpose of producing passive income.
Certain United States income tax legislation contains rules governing PFICs, which can have significant tax effects on U.S. Shareholders of foreign corporations. These rules do not apply to non-U.S. shareholders. Section 1296 of the Code defines a PFIC as a corporation that is not formed in the United States and, for any taxable year, either (i) 75% or more of its gross income is “passive income”, which includes interest, dividends and certain rents and royalties or (ii) the average percentage, by fair market value or, if the Company is a controlled foreign corporation or makes an election, by adjusted tax basis, of its assets that produce or are held for the production of “passive income”, is 50% or more.
A U.S. shareholder who holds stock in a foreign corporation during any year in which such corporation qualifies as a PFIC is subject to U.S. Federal income taxation under one of two alternative tax regimes at the election of each such
57
U.S. shareholder. The following is a discussion of such two alternative tax regimes applied to such U.S. shareholders of the Company.
A U.S. shareholder who elects in a timely manner to treat the Company as a Qualified Electing Fund (“QEF”), as defined in the Code (an “Electing U.S. Shareholder”), will be subject, under Section 1293 of the Code, to current federal income tax for any taxable year in which the Company qualifies as a PFIC on his pro-rata share of the Company’s (i) “net capital gain” (the excess of net long-term capital gain over net short-term capital loss), which will be taxed as long-term capital gain to the Electing U.S. Shareholder and (ii) “ordinary earnings” (the excess of earnings and profits over net capital gain), which will be taxed as ordinary income to the Electing U.S. Shareholder, in each case, for the shareholder’s taxable year in which (or with which) the Company’s taxable year ends, regardless of whether such amounts are actually distributed.
The effective QEF election also allows the Electing U.S. Shareholder to (i) generally treat any gain realized on the disposition of his Common Shares (or deemed to be realized on the pledge of his Common Shares) as capital, (ii) treat his share of the Company’s net capital gain, if any, as long-term capital gain instead of ordinary income, and (iii) either avoid interest charges resulting from PFIC status altogether, or make an annual election, subject to certain limitations, to defer payment of current taxes on his share of the Company’s annual realized net capital gain and ordinary earnings subject, however, to an interest charge on the deferred taxes. If the Electing U.S. Shareholder is not a corporation, such an interest charge would be treated generally as “personal interest” that can be deducted only when it is paid or accrued and is only 10% deductible in taxable years beginning in 1990 and not deductible at all in taxable years beginning after 1990.
The procedures a U.S. Shareholder must comply with in making an effective QEF election will depend on whether the year of the election is the first year in the U.S. Shareholder’s holding period in which the Company is a PFIC. If the U.S. Shareholder makes a QEF election in such first year, i.e. a timely QEF election, then the U.S. Shareholder may make the QEF election by simply filing the appropriate documentation at the time the U.S. Shareholder files its tax return for such first year. If, however, the Company qualified as a PFIC in a prior year during such shareholder’s holding period, then in addition to filing documents, the U.S. Shareholder must elect to recognize (i) (under the rules of Section 1291 discussed below), any gain that he would otherwise recognize if the U.S. Shareholder sold his stock on the application date or (ii) if the Company is a controlled foreign corporation, and such shareholder so elects, his/her allocable portion of the Company’s post-1986 earnings and profits.
When a timely QEF election is made, if the Company no longer qualifies as a PFIC in a subsequent year, normal code rules will apply. It is unclear whether a new QEF election is necessary if the Company thereafter re-qualifies as a PFIC. U.S. Shareholders should seriously consider making a new QEF election under those circumstances.
If a U.S. Shareholder does not make a timely QEF election in the year in which it holds (or is deemed to have held) the shares in question and the Company is a PFIC (a “Non-resident U.S. shareholder”), then special taxation rules under Section 1291 of the Code will apply to (i) gains realized on disposition (or deemed to be realized by reason by of a pledge) of his/her common shares and (ii) certain “excess contributions”, as specially defined, by the Company.
Non-electing U.S. shareholders generally would be required to pro-rata all gains realized on the disposition of his/her common shares and all excess distributions over the entire holding period for the common shares. All gains or excess distributions allocated to prior years of the U.S. shareholder (other than years prior to the first taxable year of the Company during such U.S. Shareholder’s holding period and beginning after January 1, 1987 for which it was a PFIC) would be taxed at the highest tax rate for each such prior year applicable to ordinary income. The Non-electing U.S. Shareholder also would be liable for interest on the foregoing tax liability for each such prior year calculated as if such tax liability had been due with respect to each such prior year. A Non-electing U.S. Shareholder that is not a corporation must treat this interest charge as “personal interest” which, as discussed above, is partially or wholly non-deductible. The balance of the gain or the excess distribution will be treated as ordinary income in the year of the disposition or distribution, and no interest charge will be incurred with respect to such balance.
If the Company is a PFIC for any taxable year during which a Non-electing U.S. Shareholder holds common shares, then the Company will continue to be treated as a PFIC with respect to such common shares, even if it is no longer, by definition, a PFIC. A Non-electing U.S. Shareholder may terminate this deemed PFIC status by electing to recognize a gain (which will be taxed under the rules discussed above for Non-electing U.S. Shareholders) as if such common shares had been sold on the last day of the last taxable year for which it was a PFIC.
Under Section 1291(f) of the Code, the Department of the Treasury has issued proposed regulations that would treat as taxable certain transfers of PFIC stock by Non-electing U.S. Shareholders that are generally not otherwise taxed, such as gifts, exchanges pursuant to corporate reorganizations, and transfers at death.
58
Certain special, generally adverse, rules will apply with respect to the common shares while the Company is a PFIC whether or not it is treated as a QEF. For example, under Section 1297(b)(6) of the Code, a U.S. shareholder who uses PFIC stock as security for a loan (including a margin loan) will, except as may be provided in regulations, be treated as having made a taxable disposition of such stock.
The foregoing discussion is based on existing provisions of the Code, existing and proposed regulations thereunder, and current administrative ruling and court decisions, all of which are subject to change. Any such change could affect the validity of this discussion. In addition, the implementation of certain aspects of the PFIC rules requires the issuance of regulations which in many instances have not been promulgated and which may have retroactive effect. There can be no assurance any of these proposed regulations will be enacted or promulgated, and if so, the form they will take or the effect that they may have on this discussion. Accordingly, and due to the complexity of the PFIC rules, U.S. persons who are shareholders of the Company are strongly urged to consult their own tax advisors concerning the impact of these rules on their investment in the Company.
Controlled Foreign Corporation
If more than 50% of the total combined voting power of all classes of shares entitled to vote or the total value of our common shares is owned, actually or constructively, by citizens or residents of the United States, U.S. domestic partnerships or corporation, or estates or trusts other than foreign estates or trusts (as defined by Code Section 7701(a)(31)), each of which owns, actually or constructively, 10% or more of our total combined voting power of all classes of shares entitled to vote (“U.S. Shareholder”), we would be treated as a controlled foreign corporation (“CFC”) under Subpart F of the Code. This classification could affect many complex results, one of which is the inclusion by the U.S. shareholders of certain income of a CFC, which is subject to current U.S. tax. The United States generally taxes U.S. Shareholders of a CFC currently on their pro rata shares of the Subpart F income of the CFC. Such U.S. Shareholders are generally treated as having received a current distribution out of the CFC’s Subpart F income and are also subject to current U.S. tax on their pro rata shares of increases in the CFC’s earnings invested in U.S. property. The foreign tax credit described above may reduce the U.S. tax on these amounts. In addition, under Section 1248 of the Code, gain from the sale or exchange of shares of the CFC by a U.S. Holder which is or was a U.S. Shareholder at any time during the five-year period ending on the date of the sale or exchange is treated as ordinary income to the extent of earnings and profits of the CFC attributable to the shares sold or exchanged. If a foreign corporation is both a PFIC and a CFC, the foreign corporation generally will not be treated as a PFIC with respect to U.S. Shareholders of the CFC. This rule generally is effective for taxable years of U.S. Shareholders beginning after 1997 and for taxable years of foreign corporations ending with or within such taxable years of U.S. Shareholders. Special rules apply to U.S. Shareholders who are subject to the special taxation rules under Section 1291 discussed above with respect to a PFIC. Because of the complexity of Subpart F, a more detailed review of these rules is outside of the scope of this discussion. We do not believe that we currently qualify as a CFC. However, there can be no assurance that we will not be considered a CFC for the current or any future taxable year.
| F. | Dividends and Paying Agents |
This Form 20-F is being filed as an annual report under the Securities Exchange Act of 1934, and as such, there is no requirement to provide any information under this item.
| G. | Statement by Experts |
This Form 20-F is being filed as an annual report under the Securities Exchange Act of 1934, and as such, there is no requirement to provide any information under this item.
| H. | Documents on Display |
Exhibits attached to this Form 20-F are available for viewing at the head office of the Company, 25th Floor – 700 West Georgia Street, Vancouver, British Columbia V7Y 1B3 during normal business hours. Copies of FE Battery’s financial statements and other disclosure documents required under the British Columbia Securities Act are available for viewing at www.sedar.com.
| I. | Subsidiary Information |
This information is not required for reports filed in the United States.
| ITEM 11. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
FE Battery is a “small business issuer”, and as such, does not need to provide the information required by Item 11.
59
| ITEM 12. | description of securities other than equity securities |
Not applicable.
PART II
| ITEM 13. | defaults, dividend arrearages and DELINQUENCIES |
Not applicable.
| ITEM 14. | material modifications to the rights of security holders and use of proceeds |
Not applicable.
| item 15. | CONTROLS AND PROCEDURES |
Disclosure Controls and Procedures
At the end of the period covered by this Form 20-F Annual Report for the fiscal year ended March 31, 2023, an evaluation was carried out under the supervision of and with the participation of the Company’s management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act). Based on that evaluation, the CEO and the CFO have concluded that as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective in ensuring that: (i) information required to be disclosed by the Company in reports that it files or submits to the SEC under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in applicable rules and forms and (ii) material information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow for accurate and timely decisions regarding required disclosure.
Management’s Report on Internal Control over Financial Reporting
The management of FE Battery is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and Rule 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that:
● pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
● provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
● provide reasonable assurance regarding prevention or timely detections of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of March 31, 2023. In making this assessment, they used the criteria set forth in the 2013 Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management concluded that, as of March 31, 2023, the Company’s internal control over financial reporting was and is effective, based on those criteria.
The SEC has defined a material weakness as a deficiency, or a combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual financial statements will not be prevented or detected on a timely basis
Attestation Report of registered public accounting firm
This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered
60
public accounting firm pursuant to the rules of the Securities and Exchange Commission that permit us to provide only management’s report in this Annual Report.
Changes in internal controls over financial reporting
No changes in the Company’s internal control over financial reporting occurred during the year ended March 31, 2023, that materially affected or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
| ITEM 16. | [RESERVED] |
| ITEM 16A. | AUDIT COMMITTEE FINANCIAL EXPERT |
The Board has determined that Jason Grewal, a member of its audit committee, qualifies as an “audit committee financial expert” as defined in Item 16.A. of Form 20-F.
| ITEM 16B. | CODE OF ETHICS |
The Company has adopted a code of ethics that applies to the Company’s CEO, the CFO and other members of senior management. The Company’s Code of Ethics is filed as an exhibit to this Form 20-F. There have been no amendments to the code of ethics and no waivers during the year ended March 31, 2023 and to the date of filing of this Form 20-F.
| ITEM 16C. | PRINCIPAL ACCOUNTANT FEES AND SERVICES |
The following table discloses the aggregate fees billed for each of the last two fiscal years for professional services rendered by the Company’s audit firm for various services.
| Years ended March 31, | |||||||
| Services: | 2023 | (1) | 2022 | ||||
| Audit fees | $ | 20,000 | $ | 21,000 | |||
| Tax fees | 750 | 750 | |||||
| Total fees | $ | 20,750 | $ | 21,750 | |||
(1) Estimated audit fees for the year ended March 31, 2023
From time to time, management of the Company recommends to and requests approval from the audit committee for non-audit services to be provided by the Company’s auditors. The audit committee routinely considers such requests at committee meetings, and if acceptable to a majority of the audit committee members, pre-approves such non-audit services by a resolution authorizing management to engage the Company’s auditors for such non-audit services, with set maximum dollar amounts for each itemized service. During such deliberations, the audit committee assesses, among other factors, whether the services requested would be considered “prohibited services” as contemplated by the United States Securities and Exchange Commission and whether the services requested and the fees related to such services could impair the independence of the auditors. All of the non-audit related services provided by the Company’s audit firm were pre-approved by the audit committee.
During the year ended March 31, 2023, all of the services described above under “Principal Accountant Fees and Services” under the captions “Audit-Related Fees”, “Tax Fees”, and “All Other Fees” were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
| ITEM 16D. | EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES |
Not applicable.
| ITEM 16E. | PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED |
PURCHASERS
There were no purchases of equity securities by the issuer and affiliated purchasers.
| ITEM 16F. | Change in registrant’s certifYing accountant |
Not applicable.
61
| ITEM 16g. | corporate governance |
Not applicable.
| ITEM 16H | MINE SAFETY DISCLOSURE |
Not applicable
PART III
| item 17. | FINANCIAL STATEMENTS |
FE Battery is furnishing financial statements under Item 18.
| item 18 | FINANCIAL STATEMENTS |
The Company’s financial statements are stated in Canadian dollars and are prepared in accordance with IFRS as issued by the IASB.
The financial statements and notes thereto as required under Item 18 are attached as Exhibit F-1 to this Annual Report and are incorporated by reference herein. The auditor’s report of DeVisser Gray LLP, Chartered Professional Accountants, is included therein immediately preceding the financial statements and is also incorporated by reference herein.
This annual report on Form 20-F includes the following financial statements of FE Battery:
| a) | Auditors’ Report on the Statements of Financial Position as at March 31, 2023 and 2022 and the Statements of Operations and Comprehensive Loss, Statement of Changes in Shareholder’s Equity, and Statements of Cash Flows for years ended March 31, 2023, 2022, and 2021; |
| b) | Statements of Financial Position as at March 31, 2023 and 2022; |
| c) | Statements of Loss and Comprehensive Loss for the years ended March 31, 2023, 2022 and 2021; |
| d) | Statement of Changes in Shareholder’s Equity for the years ended March 31, 2023, 2022 and 2021; |
| e) | Statements of Cash Flows for years ended March 31, 2023, 2022 and 2021; and |
| f) | Notes to Financial Statements for the years ended March 31, 2023, March 31, 2022, and March 31, 2021. |
| ITEM 19. | EXHIBITS |
The following exhibits are filed with this Annual Report on Form 20-F in respect of the current year:
62
END OF EXHIBITS
63
Glossary of Geologic and Mining Terms
Adit - A horizontal passage from the surface into a mine, commonly called a tunnel.
Ag - Chemical symbol for the metallic element silver.
Au - Chemical symbol for the metallic element gold.
Alteration - Any change in the mineralogic composition of a rock that is brought about by physical or chemical means.
Banka drilling – A drilling method used in inhospitable and isolated areas in the world, primarily using human manpower. Developed by Conrad Banka, the drills are indispensable to prospect or explore alluvial deposits; mine tailings; clay, bauxite and lateritic iron ore; water bearing layers; deep geochemistry in water saturated soils and for geotechnical soil testing.
Bed - The smallest division of a stratified rock series, marked by a well-defined divisional plane from its neighbours above and below; an ore deposit, parallel to the stratification, constituting a regular member of the series of formations.
Bedding - Condition where planes divide sedimentary rocks of the same or different lithology.
Bedrock - Solid rock exposed at the surface of the earth or overlain by surficial deposits.
Biotite - A generally dark colored iron, magnesium and potassium rich mica.
Caldera - A large basin-shaped volcanic depression, more or less circular, the diameter of which is many times greater than that of the included vent or vents, irrespective of the steepness of the walls of the form of the floor.
Contact – The place or surface where two different kinds of rocks come together.
Cretaceous - A period of geological time extending from 135 million to 65 million years ago.
Crown grant - A mineral claim located on the ground, defined by two claim posts, the location of which is governed by a mineral title act enacted at an earlier date than the current act.
Diamond drill hole - A method of obtaining a cylindrical core of rock by drilling with a diamond impregnated bit.
Deposit – A natural occurrence of a useful mineral or ore in sufficient extent and degree of concentrating to invite exploitation.
Dip - The angle at which a stratum or drill hole is inclined from the horizontal.
Displacement - Relative movement of rock on opposite side of a fault; also known as dislocation.
Disseminated – Fine particles of mineral dispersed through the enclosing rock.
EM - Electromagnetic.
Fault - A fracture in a rock along which there has been relative movement either vertically or horizontally.
Feldspar - A group of common aluminosilicate minerals.
Feldspar porphyry - A rock consisting of feldspar crystals embedded in a compact dark red or purple groundmass.
Feasibility study - Engineering study to determine if a mineral property can be developed at a profit, and the methods to develop it.
64
Footwall - The mass of rock that lies beneath a fault, an ore body, or a mine working; the top of the rock stratum underlying a vein or bed of ore.
g/t - Grams per tonne.
Galena - Lead sulphide, PbS, the principal ore of lead.
Geochemical survey - A measure of the abundance of different elements in rock, soil, water, etc.
Geochemistry - Study of chemical elements in rocks or soil.
Geological mapping – Surveys defining the surface distribution of rock varieties, age relationships and structural features.
Grab sampling - A random sample of mineralized rock with no statistical validity, taken simply to check the type of mineralization.
Grade - The quality of an ore; in effect, the metal content.
Granite – An intrusive rock consisting essentially of feldspar and quartz.
Grid - A network of evenly spaced horizontal and vertical bars or lines, used generally to locate points in the field when placed over a map or chart.
Hanging wall - The rock mass above a fault plane, vein, lode, ore body, or other structure, the underside of the country rock overlying a vein or bed of ore.
Hectare - A square of 100 metres on each side.
Induced polarization survey – A survey to determine the conductivity and chargeability of rock units located along grid lines.
Intrusive - Said of an igneous rock, which invades older rocks.
Li2O – An inorganic chemical compound called Lithium Oxide.
Lime - A white substance, calcium oxide (CaO), obtained by the action of heat on limestone, shells and other materials containing calcium carbonate.
Limestone - Rock consisting mainly of calcium carbonate, often composed of the organic remains of sea animals (mollusks, coral, etc.).
Lode - See vein.
Meta-intrusive - An intrusive rock that has been metamorphosed.
Metamorphosed/Metamorphic - A rock that has been altered by physical and chemical processes including heat, pressure and fluids.
Meta-sediment - A sedimentary rock that has been metamorphosed.
Mineralization - The concentration of metals and their chemical compounds within a body of rock.
Mining lease – A claim or number of claims to which the right to mine is assigned.
Modified grid mineral claim – A claim with north-south and east-west borders, located by using claim posts at each corner and at 500 metre intervals along each side. Each 500-metre x 500-metre interval is referred to as one unit and modified grid claims can total no more than 20 units in size.
Net smelter royalty - A royalty based on the actual metal sale price received less the cost of refining at an off-site refinery.
65
Ore - Rock containing mineral(s) or metals, which can be economically extracted.
Orebody - A solid and fairly continuous mass of ore.
Outcrop - An exposure of bedrock at the surface.
Pb - Chemical symbol for the metallic element lead.
Pod - An orebody of elongate, lenticular shape; also known as podiform orebody.
PPB - Part Per Billion.
PPM - Part Per Million.
Pyrite - Iron sulphide (FeS2).
Quartz - A mineral composed of silicon dioxide.
Reconnaissance - A general examination or survey of a region with reference to its main features, usually as a preliminary to a more detailed survey.
Replacement mineralization – Mineral deposit formed by replacement of previous rock.
Rhyolite - A siliceous volcanic rock with a high potassium in feldspar component.
Rock chip sample – A rock sample consisting of continuous chips collected over a specified width.
Rotary drilling – A drilling method where a hard-toothed bit rotates at the bottom of a drill pipe, grinding a hole into the rock. Lubrication is provided by continuously circulating drilling fluid, which brings the rock cuttings to the surface.
Sediment - Solid material that has settled down from a state of suspension in a liquid. More generally, solid fragmental material transported and deposited by wind, water or ice, chemically participated from solution, or secreted by organisms, and that forms in layers in loose unconsolidated form.
Sedimentary rock – Rock formed by lithification of sediments.
Shaft – A vertical excavation.
Shear - To move as to create a planar zone of deformed rock.
Showing - A rock outcrop revealing the presence of a certain mineral.
Siliceous - Said of a rock rich in silica.
Silt sample – A sample of fine sediment collected from a stream bed.
Soil sampling - Systematic collection of soil samples at a series of different locations in order to study the distribution of soil geochemical values.
Sphalerite - A zinc sulphide, ZnS, which may contain some iron and cadmium; the principal ore of zinc and cadmium.
Strike – The horizontal plane representing the direction of a structure or bed.
Sulphide - A group of minerals in which one or more metals are found in combination with sulphur.
Tonne - Metric unit of weight equivalent to volume multiplied by specific gravity, equivalent to 1.102 tons.
Trenching - The act of blasting or digging through overburden/outcrop to attend fresh bedrock for mapping and sampling.
66
Vein - A tabular or sheet-like body of minerals, which has been intruded into a joint fissure, or system of fissures, in rocks.
VLF - Very Low Frequency.
VLF EM survey – A survey to determine ground variations in the electromagnetic field along grid lines.
Workings - A part of a mine, quarry, etc., where work is or has been done.
Zn - Chemical symbol for the metallic element zinc.
67
SIGNATURES
FE Battery Metals Corp. certifies that it meets all of the requirements for filing this Amendment No.1 to the Annual Report on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.
FE BATTERY METALS CORP.
Per:
/s/ Gurminder Sangha
Gurminder Sangha, President
DATED: April 25, 2024
68