Quartz Mountain Resources Ltd 6-K, filed Mar 28, 2022

Quartz Mountain Resources Ltd (QZMRF)

6-K 2022-03-28 For: 2022-03-28

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Added on April 08, 2026

About this 6-K

Quartz Mountain Resources Ltd filed this 6-K on March 28, 2022.

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Exhibits
99.1		MANAGEMENT’S DISCUSSION AND ANALYSIS
99.2		CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
99.3		Certificate of CEO
99.4		Certificate of CEO

	Quartz Mountain Resources Ltd.

Date: March 28, 2022	By:	/s/ Sebastian Tang
		Sebastian Tang
		Chief Financial Officer

1.1	Date	3

1.2	Overview	3

1.3	Selected Annual Information	5

1.4	Summary of Quarterly Results	6

1.5	Results of Operations and Financial Condition	6

1.6	Liquidity	6

1.7	Capital Resources	7

1.8	Off-Balance Sheet Arrangements	7

1.9	Transactions with Related Parties	7

1.10	Fourth Quarter	8

1.11	Proposed Transactions	8

1.12	Critical Accounting Estimates	8

1.13	Changes in Accounting Policies including Initial Adoption	9

1.14	Financial Instruments and Other Instruments	9

1.15	Other MD&A Requirements	9

1.16	Risk Factors	10

	Fiscal Quarter Ended
		Jan-31 2022			Oct-31 2021			Jul-31 2021			Apr-30 2021		Jan-31 2021			Oct-31 2020			Jul-31 2020			Apr-30 2020
Income (loss) for the period		$	(387	)	$	(139	)	$	(122	)	$	143	$	(43	)	$	(95	)	$	(75	)	$	(66	)
Basic earnings (loss) per common share		$	(0.00	)	$	(0.00	)	$	(0.00	)	$	0.01	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Diluted earnings (loss) per common share		$	(0.00	)	$	(0.00	)	$	(0.00	)	$	0.00	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

(a)	exploration and evaluation assets or expenditures	The required disclosure is presented in Section 1.5 of this MD&A.

(b)	expensed research and development costs	Not applicable

(c)	intangible assets arising from development	Not applicable

(d)	general and administration expenses	The required disclosure is presented in Section 1.5 of this MD&A.

(e)	any material costs, whether expensed or recognized as assets, not referred to in paragraphs (a) through (d)	None

	·	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 IFRS, 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 detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.


			January 31,			(Audited) July 31,
	Note		2022			2021
Assets
Current assets
Cash			$	484,530		$	206,443
Amounts receivable and other assets		3		13,537			5,112
				498,067			211,555
Non-current assets
Mineral property interests		4		340,000			340,000
Right-of-use asset		11		42,054			47,001
Total assets			$	880,121		$	598,556

Liabilities and Shareholders’ Equity

Current liabilities
Amounts payable and other liabilities		6	$	19,828		$	24,423
Income taxes payable				10,106			36,452
Due to related parties		7(a)&(b)		23,062			25,367
Lease liability		11		7,925			7,466
				60,921			93,708
Non-current liabilities
Lease liability		11		37,252			41,333
Total liabilities				98,173			135,041

Shareholders’ equity
Share capital		5(a)		28,045,261			27,599,806
Reserves				991,151			592,011
Accumulated deficit				(28,254,464	)		(27,728,302	)
Total shareholders’ equity				781,948			463,515

Total liabilities and shareholders’ equity			$	880,121		$	598,556

/s/ Trevor Thomas			/s/ Leonie Tomlinson
Trevor Thomas			Leonie Tomlinson
Director			Director

			Three months ended January 31,						Six months ended January 31,
	Note		2022			2021			2022			2021
Expenses
Exploration and evaluation			$	70,357		$	3,628		$	168,005		$	59,920
Assays and analysis				21,478			2,779			27,378			4,769
Drilling				22,455			–			22,455			–
Geological				25,924			–			60,792			11,200
Helicopter and fuel				–			–			–			29,520
Property costs and assessments				–			–			584			–
Site activities				–			849			48,500			13,252
Technical data				500			–			500			–
Travel and accommodation				–			–			7,796			1,179
				64,097			39,251			102,022			78,946
Administrative fees		7(a)		14,045			11,438			23,138			21,043
Insurance				12,243			7,995			17,435			15,990
IT Services				2,500			3,000			5,500			6,000
Legal, accounting and audit				15,900			8,964			17,355			18,276
Office and miscellaneous				9,454			805			15,222			1,127
Regulatory, trust and filing				9,955			7,049			23,372			16,510
Equity-settled share-based compensation				399,140			–			399,140			–
Operating expenses				(533,594	)		(42,879	)		(669,167	)		(138,866	)

Other items
Accretion expense - office lease				(1,360	)		–			(2,774	)		–
Amortization of Right-of-use asset				(2,473	)		–			(4,947	)		–
Interest income				482			250			808			720
Foreign exchange gain (loss)				76			–			(82	)		357
Other income				150,000			–			150,000			–
(Loss) and comprehensive (loss) for the period			$	(386,869	)	$	(42,629	)	$	(526,162	)	$	(137,789	)

Basic earning (loss) per common share			$	(0.01	)	$	(0.00	)	$	(0.02	)	$	(0.01	)

Diluted earning (loss) per common share			$	(0.01	)	$	(0.00	)	$	(0.02	)	$	(0.01	)

Weighted average number of common shares outstanding (note 5(c))
Basic				36,842,402			26,677,776			32,294,477			26,514,733
Diluted				36,842,402			26,677,776			32,294,477			26,514,733

			Share Capital					Reserves					Total
								Equity-settled					shareholders’
								share-based		Accumulated			equity
	Note		Number of shares		Amount			payments		deficit			(deficiency)

Balance at July 31, 2020				25,477,776	$	27,158,423		$	592,011	$	(27,611,883	)	$	138,551
Flow-through shares issued through exercise of warrants		7(b)		1,200,000		60,000			–		–			60,000
Shares issuance costs				–		(4,981	)		–		–			(4,981	)
Loss for the period				–		–			–		(137,789	)		(137,789	)
Balance at January 31, 2021				26,677,776	$	27,213,442		$	592,011	$	(27,749,672	)	$	55,781

Balance at July 31, 2021				31,205,049	$	27,599,806		$	592,011	$	(27,728,302	)	$	463,515
Flow-through shares issued through exercise of warrants		5(a)		8,909,092		445,455			–		–			445,455
Share purchase options				–		–			399,140		–			399,140
Loss for the period				–		–			–		(526,162	)		(526,162	)
Balance at January 31, 2022				40,114,141	$	28,045,261		$	991,151	$	(28,254,464	)	$	781,948

1.	NATURE AND CONTINUANCE OF OPERATIONS

	Quartz Mountain Resources Ltd. is a Canadian public company incorporated in British Columbia on August 3, 1982. The Company’s corporate office is located at 1040 West Georgia Street, 15th Floor, Vancouver, British Columbia, Canada. The Company most recently focused on evaluating mineral prospects for potential acquisition and exploration in British Columbia. The Company has acquired two mineral projects and continues to investigate potential opportunities.

	These condensed consolidated interim financial statements (the “Financial Statements”) of the Company as at and for the three and six months ended January 31, 2022, include Quartz Mountain Resources Ltd. and its subsidiaries (together referred to as the “Company”). Quartz Mountain Resources Ltd. isthe ultimate parent entity of the group.

	These Financial Statements have been prepared on a going concern basis, which contemplates the realization of assets and discharge of liabilities in the normal course of business for the foreseeable future. As at January 31, 2022, the Company had an accumulated deficit of $28,254,464, and has a working capital of $437,146. The Company’s continuing operations are dependent upon new projects,the ability of the Company to obtain the necessary financing to complete exploration of any new projects, the ability to obtain the necessary permits to explore, develop, and mine new projects, and the future profitable production of any mine. These material uncertainties raise substantial doubt on the ability of the Company to continue as a going concern.

	Additional debt or equity financing will be required to fund acquisition of mineral property interests. There can be no assurance that the Company will be able to obtain additional financial resources or achieve positive cash flows. If the Company is unable to obtain adequate additional financing, it will need to curtail its expenditures further, until additional funds can be raised through financing activities.

	These Financial Statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that may be necessary should the Company be unable to continue as a going concern.

	Effective May 27, 2020, the Company completed a forward share split (the “Share Split”) on the basis of two additional common shares for every common share outstanding prior to the Share Split. Outstanding warrants were adjusted by the same share split ratio. All references to shares and per share amounts have been retroactively restated to give effect to the Share Split.

	COVID-19

	Given the ongoing and dynamic nature of the circumstances surrounding the COVID-19 pandemic, it is difficult to predict how significant the impact of COVID-19, including any responses to it, will be on the global economy and the business of the Company or for how long any disruptions are likely to continue. The extent of such impact will depend on future developments, which are highly uncertain, rapidly evolving and difficult to predict, including new information which may emerge about COVID- 19 and additional actions which may be taken to contain it.

	Such developments could have a material adverse effect on the Company’s business, financial condition, results of operations and cash flow, and exposure to credit risk.

	The Company is constantly evaluating the situation and monitoring any impacts or potential impacts to its business.

2.	SIGNIFICANT ACCOUNTING POLICIES

	The principal accounting policies applied in the preparation of these Financial Statements are described below. These policies have been consistently applied for all years presented, unless otherwise stated.

(a)	Statement of compliance

	These Financial Statements have been prepared in accordance with International Accounting Standards 34, Interim Financial Reporting (“IAS 34”), as issued by the International Accounting Standards Board (“IASB”) and its interpretations. Accordingly, they do not include all of the information and note disclosures as required by International Financial Reporting Standards (“IFRS”) for annual financial statements.

	The accounting policies and methods of computation applied by the Company in these Financial Statements are the same as those applied by the Company in its most recent annual consolidated financial statements filed on the Company’s profile on SEDAR at www.sedar.com. These Financial Statements should be read in conjunction with the Company’s financial statements as at and for the year ended July 31, 2021. Results for the period ended January 31, 2022, are not necessarily indicative of future results.

	The Company’s Board of Directors authorized issuance of these Financial Statements on March 28, 2022.

(b)	Basis of presentation and consolidation

	These Financial Statements have been prepared on a historical cost basis, except for financial instruments measured at fair value. In addition, these Financial Statements have been prepared using the accrual basis of accounting, except for cash flow information.

	These Financial Statements include the accounts of the Company and the subsidiaries that it controls. Control is achieved when the Company is exposed to, or has rights to, variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Intercompany balances and transactions including any unrealized income and expenses arising from intercompany transactions are eliminated upon consolidation.

	At January 31, 2022 and July 31, 2021, the Company held a 100% interest in QZMG Resources Ltd., a company that holds a 100% interest in Wavecrest Resources Inc.

(c)	Significant accounting estimates and judgments

	The preparation of these Financial Statements in conformity with IAS 34 involved use of judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. Actual results may differ from such estimates.

	In preparing these Financial Statements, significant judgements made by management in applying the Company’s accounting policies and the key sources of estimation uncertainty were the same as those applied to the consolidated financial statements as at and for the year ended July 31, 2021.

	January 31, 2022		July 31, 2021
Sales tax receivable	$	8,484	$	3,347
Prepaid insurance		5,053		1,765
Total	$	13,537	$	5,112

	Maestro (formerly Lone Pine) Property		Angel’s Camp Royalty
Balance, July 31, 2020	$	–	$	1
Balance, January 31, 2021	$	–	$	1
Balance, July 31, 2021	$	340,000	$	–
Balance, January 31, 2022	$	340,000	$	–

(a)	Maestro (formerly Lone Pine) Property, British Columbia

	Under a mineral claims purchase agreement (the “Agreement”) dated June 8, 2021 between the Company and Impala Capital Corp. (the “Vendor”), the Company acquired a 100% interest in nine mineral claims located near Houston, British Columbia (the “Property”). Under the terms of the Agreement, the Company made $105,000 in cash payments and issued 1,000,000 shares to the Vendor, having a fair value of $210,000, which are subject to a 4 month resale restricted period.

	The Property is subject to a pre-existing 2.5% net smelter returns (NSR) held by an unrelated arm’s length third party, of which 1.5% can be purchased for $1.5 million. This NSR is subject to an annual advance payment of $25,000 (paid).

(b)	Jake Property, British Columbia

	On November 5, 2021, the Company entered into a mineral claims purchase agreement with United Mineral Services Ltd. to acquire 100% interest in the Jake mineral property consisting of four staked claims (the “Jake Property”) and obtained an additional option to purchase 100% of five adjacent claims owned by an arm’s length third party. The Jake Property is located approximately 162 km north of Smithers, British Columbia. The Jake Property acquisition is subject to TSX Venture Exchange approval.

			Number

Common shares			40,114,141

5.	CAPITAL AND RESERVES

(a)	Authorized share capital

	At January 31, 2022 and January 31, 2021, the authorized share capital of the Company comprisedan unlimited number of common shares without par value and an unlimited number of preferred shares without par value.

	No preferred shares have been issued to date. All issued common shares are fully paid.

	Shares issued during the period ended January 31, 2021

	On August 25, 2020, the Company issued 1,200,000 flow-through common shares on the exercise of the warrants at a price of $0.05 for gross proceeds of $60,000.

	Shares issued during the period ended January 31, 2022

	On October 18, 2021, the Company issued 1,909,092 flow-through common shares on the exercise of the warrants at an exercise price of $0.05 for gross proceeds of $95,455.

	On December 13, 2021, the Company issued 7,000,000 flow-through common shares on the exercise of the warrants at an exercise price of $0.05 for gross proceeds of $350,000.

	Flow-through shares commitment

	As at January 31, 2022, the amount of flow-through proceeds remaining to be expended is approximately $320,892, which must be incurred on or before December 31, 2023.

(b)	Warrants

	The continuity of the warrants during the period ended January 31, 2022 is as follows:

	Number of warrants			Weighted average exercise price ($)
Balance July 31, 2020		13,636,365		$	0.05
Exercised		(1,200,000	)		0.05
Balance January 31, 2021		12,436,365		$	0.05

Balance July 31, 2021		8,909,092		$	0.05
Exercised		(8,909,092	)		0.05
Balance January 31, 2022		–		$	–

(c)	Options

	The continuity of the options during the period ended January 31, 2022 is as follow:

	Number of options		Weighted average exercise price ($)
Balance July 31, 2020
Exercised	$	–	$	–
Balance January 31, 2021		–	$	–

Balance July 31, 2021		–
Granted	$	1,955,700		0.20
Balance January 31, 2022		1,955,700	$	0.20

	On January 11, 2022, the Company granted 1,995,700 share purchase options to a director of the Company. Each option entitles the holder to purchase one common share of the Company at $0.20 per share. 1,995,700 of these options fully vested on the grant date. The expiry date of these options is January 22, 2032. The fair value of these options was determined to be $399,140 using the Black- Scholes option pricing model with the following weighted average assumptions: expected life of 10 years, volatility of 350%, dividend yield of 0%, and risk-free rate of 1.71%. The Company recognized equity-settled share-based compensation of $399,140 in connection with this grant.

6.	AMOUNTS PAYABLE AND OTHER LIABILITIES

	January 31, 2022		July 31, 2021
Amounts payable	$	12,828	$	24,423
Accrued liabilities		7,000		-
Total	$	19,828	$	24,423

7.	RELATED PARTY BALANCES AND TRANSACTIONS

(a)	Transactions with Key Management Personnel

	Key management personnel are those persons that have the authority and responsibility for planning, directing and controlling the activities of the Company, directly and indirectly, and by definition include the directors of the Company.

	Short-term employee benefits include salaries, director’s fees, and amounts paid to Hunter Dickinson Services Inc. (“HDSI”) (note 7(b)) for services provided to the Company by certain HDSI personnel who serve as directors or officers of the Company and the fees paid to the Chief Financial Officer who is independent of HDSI appointed on August 15, 2020.

	During the six months ended January 31, 2022, The Company recognized equity-settled share- based compensation of $399,140 in connection with a grant of share purchase options on January 11, 2022 to a director of the Company (Note 5(c)).

	During the six months ended January 31, 2022, the Company incurred $6,000 for the fees to an entity controlled by the Chief Financial Officer (January 31, 2021 - $5,500).

	As at January 31, 2022, the balance payable to the Chief Financial Officer was $1,050 (July 31, 2021- $NIL). The balance was settled in February 2022.

(b)	Entities with Significant Influence over the Company

	Hunter Dickinson Inc. (“HDI”) and its wholly-owned subsidiary HDSI are private companies established by a group of mining professionals. HDSI provides services under contracts for a number of mineral exploration and development companies, and also to companies that are outside of the mining and mineral development space. The Company acquires services from a number of related and arms-length contractors, and it is at the Company’s discretion that HDSI provides certain contract services.

	The Company’s Chief Executive Officer, President, Chairman, and Corporate Secretary are employees of HDSI and work for the Company under an employee secondment arrangement between the Company and HDSI.

	Pursuant to an agreement dated July 2, 2010, HDSI provides certain technical, geological, corporate communications, regulatory compliance, and administrative and management services to the Company, on a non-exclusive basis as needed and as requested by the Company. As a result of this relationship, the Company has ready access to a range of diverse and specialized expertise on a regular basis, without having to engage or hire full-time employees or experts.

	The Company is not obligated to acquire any minimum amount of services from HDSI. The monetary amount of the services received from HDSI in a given period of time is a function of annually set and agreed charge-out rates for and the time spent by each HDSI employee engaged by the Company.

	HDSI also incurs third-party costs on behalf of the Company. Third- party costs are billed at cost, without markup.

	There are no ongoing contractual or other commitments resulting from the Company’s transactions with HDSI, other than the payment for services already rendered and billed. The agreement may be terminated upon 60 days’ notice by either the Company or HDSI.

	United Mineral Services

	United Mineral Services Ltd. (“UMS”) is a private company wholly-owned by a key shareholder of the Company. UMS is engaged in the acquisition and exploration of mineral property interests.

	January 31, 2022		July 31, 2021
Balance payable to HDSI	$	5,669	$	9,024
Balance payable to United Mineral Services		15,786		15,786
Balance payable to an officer		1,050		–
Balance payable to a shareholder		557		557
Due to related parties	$	23,062	$	25,367

8.	OPERATING SEGMENTS

	The Company operates in a single reportable operating segment – the acquisition, exploration, and evaluation of mineral property interests. The Company is currently focused on the acquisition and exploration of mineral property interests in Canada. The Company’s only long-term asset is located in the USA.

9.	FINANCIAL INSTRUMENTS

	Financial assets and liabilities are classified in the fair value hierarchy according to the lowest level of input that is significant to the fair value measurement. Assessment of the significance of a particular input to the fair value measurement requires judgement and may affect placement within the fair value hierarchy levels. The hierarchy is as follows:

		Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.

		Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices).

		Level 3: inputs for the asset or liability that are not based on observable marketdata (unobservable inputs).

	The carrying value of cash, amounts receivable, amounts payable and other liabilities, due to a related party, and loan payable approximates fair value due to the short-term nature of the financial instruments. Cash is classified as fair value through profit or loss and measured at fair value using level 1 inputs.

10.	FINANCIAL RISK MANAGEMENT

	The Company is exposed in varying degrees to a variety of financial instrument related risks. The Board approves and monitors the risk management processes, inclusive of documented investment policies, counterparty limits, and controlling and reporting structures. The type of risk exposure and the way in which such exposure is managed is provided as follows:

(a)	Credit risk

	Credit risk is the risk of potential loss to the Company if the counterparty to a financial instrument fails to meet its contractual obligations. The Company’s credit risk is primarily attributable to its liquid financial assets including cash and amounts receivable. The Company limits its exposure to credit risk on liquid financial assets by only investing its cash with high- credit quality financial institutions in business and savings accounts. Receivables are due primarily from a government agency.

	The carrying value of the Company’s cash and amounts receivable represent the maximum exposure to credit risk.

(b)	Liquidity risk

	Liquidity risk is the risk that the Company will not be able to meet its financial obligations when they become due. The Company does not have sufficient capital in order to meet short-term business requirements, and accordingly is exposed to liquidity risk.

	The following obligations existed at January 31, 2022:

	Total		Less than 1 year		1-5 years
Amounts payable and other liabilities	$	19,828	$	19,828	$	–
Due to a related party		23,062		23,062		–
Income taxes payable		10,106		10,106		–
Lease liability		45,177		7,925		37,252
Total	$	98,173	$	60,921	$	37,252

(c)	Interest rate risk

	The Company’s exposure to interest rate risk arises from the interest rate impact on cash. The Company’s practice has been to invest cash at floating rates of interest, in order to maintain liquidity, while achieving a satisfactory return for shareholders. There is minimal risk that the Company would recognize any loss because of a decrease in the fair value of any demand bank investment certificates included in cash as they are generally held with large financial institutions. The Company from time to time has debt instruments and is exposed to risk in the event of interest rate fluctuations. The Company has not entered into any interest rate swaps or other financial arrangements that mitigate the exposure to interest rate fluctuations.

(d)	Market risk

	Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Company’s income or the value of its holdings of financial instruments. The Company is not subject to significant market risk.

(e)	Capital management objectives

	The Company’s primary objectives when managing capital are to safeguard the Company’s ability to continue as a going concern, so that it can continue to potentially provide returns for shareholders, and to have sufficient liquidity available to fund ongoing expenditures and suitable business opportunities as they arise.

	The Company considers the components of shareholders’ equity (deficiency) as capital. The Company manages its capital structure and adjusts it in light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may issue equity, sell assets, or return capital to shareholders as well as issue or repay debt.

	The Company’s investment policy is to invest its cash in highly liquid short–term interest–bearing investments having maturity dates of three months or less from the date of acquisition and that are readily convertible to known amounts of cash.

	There were no changes to the Company’s approach to capital management during the period ended January 31, 2022.

	The Company is not subject to any externally imposed equity requirements.

11.	OFFICE LEASE – RIGHT OF USE ASSET AND LEASE LIABILITY

	The Company subleases corporate offices in Vancouver, BC from HDSI under a lease agreement dated May 1,2021 and the lease expires on April 29, 2026. Refer to Note 2 (c)for details regarding the 2019 adoption of IFRS 16. Right-of-use asset A summary of the changes in the right-of-use asset for the period ended January 31, 2022 and July 31, 2021 is as follows:

Right-of-use-asset
Balance at July 31, 2021	$	47,001
Amortization		(4,947	)
Balance at January 31, 2022	$	42,054

Lease liability
Balance at July 31, 2021	$	48,799
Lease payment - base rent portion		(6,396	)
Lease liability - accretion expense		2,774
Balance at January 31, 2022		45,177
Current portion		7,925
Long-term portion	$	37,252

Future lease payments (base rent portion only)
Fiscal 2022 (February 1, 2022 to July 31, 2022)	$	6,396
Fiscal 2023 (August 1, 2022 to July 31, 2023)		12,956
Fiscal 2024 (August 1, 2023 to July 31, 2024)		13,612
Fiscal 2025 (August 1, 2024 to July 31, 2025)		14,104
Fiscal 2026 (August 1, 2025 to April 29, 2026)		10,578
Total undiscounted lease payments	$	57,646
Less: imputed interest		(12,469	)
Lease liability as at January 31, 2022	$	45,177

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Quartz Mountain Resources Ltd. (the “issuer”) for the interim period ended January 31, 2022.

2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.