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Dec 30 2020
18:29:44 ET
Interim financial statements/report - English
https://www.sedar.com/DisplayCompanyDocuments.do?lang=EN&issuerNo=00033147
International Battery Metals Ltd.
Notes to the Condensed Consolidated Interim Financial Statements
For the three and nine months ended October 31, 2020 and 2019
(Expressed in Canadian dollars)
(Unaudited)
(2)
2. Basis of Preparation (continued)
In addition to the Company, the condensed consolidated interim financial statements incorporate the financial
statements of its wholly owned subsidiaries in the United States, IBAT USA, Inc. and Selective Adsorption
Lithium, Inc. (“SAL”) (Note 6).
Basis of consolidation
A subsidiary is an entity over which the Company has control, directly or indirectly, where control is defined
as the power to govern the financial and operating policies of an enterprise so as to obtain benefits from its
activities. A subsidiary is consolidated from the date upon which control is acquired by the Company and all
intercompany transactions and balances have been eliminated on consolidation.
6. Prepaid Expenses
October 31, 2020 January 31, 2020
Prepaid expenses $ 5,348 $ 4,606
Deposit 127,015 -
$ 132,363 $ 4,606
As at October 31, 2020, the deposit has a balance of USD$95,378 (CAD$127,015).
7. Equipment
During the nine months ended October 31, 2020, the Company began construction of its first lithium
extraction unit incurring total costs of $1,957,173. Of the total costs, $573,159 was paid in shares to Sorcia
Minerals LLC who made payments to consultants and fabricators on the Company’s behalf (Note 8).
As the asset is not yet completed, no depreciation has been recorded. The net book value of the lithium
extraction unit as of October 31, 2020 was $1,957,173 (January 31, 2020 - $nil).
8. Lithium Extraction Technology Asset Purchase
On April 12, 2018, the Company closed an asset purchase agreement with North American Lithium Inc.
(“NAL”) and SAL, a company formerly controlled by shareholders of NAL, pursuant to which the Company
acquired (i) NAL’s data, analysis and reports related to lithium extraction from oilfield brines for petrolithium extraction projects for consideration of US$875,000 cash and (ii) 100% of the outstanding shares of
SAL, which holds intellectual property for consideration of up to 25,309,488 common shares of the Company
(the “Acquisition”). As part of the exchange, the Company also granted a 5% gross profits royalty to NAL.
The 25,309,488 in share-based consideration for the acquisition is in the form of milestone shares (“Milestone
shares”) will be issued upon SAL achieving certain milestones (the “Milestones”) as follows:
Milestone
Number of
performance
shares to be issued
Shares on closing date (issued on April 12, 2018) 4,700,000
Shares on SAL and the Company filing three U.S. or foreign patent applications
with respect to intellectual property 4,000,000
Shares on SAL and the Company filing three additional patents with respect to
intellectual property 5,536,496
Shares on SAL and the Company filing three additional patents with respect to
intellectual property 5,536,496
Shares upon the Company completing either of the following: one or more private
placement financing(s) resulting in the issuance of an aggregate of no less than
5,000,000 common shares in the Company; or completing a laboratory – scale
pilot plant for the processing of lithium or lithium concentrates (issued on
November 7, 2018) 5,536,496
8. Lithium Extraction Technology Asset Purchase (continued)
During the year ended January 31, 2019, the Company issued 4,700,000 common shares with a fair value of
$2,256,000 on the date of closing the acquisition.
The remaining shares are contingently issuable, and their fair value was estimated using a probabilityweighted analysis based on the probability of achieving the Milestones. The resulting valuation was recorded
as obligation to issue Milestone shares of $3,201,185. On November 7, 2018, the Company issued 5,536,496
Milestone shares and transferred $2,657,734 from obligation to issue shares to share capital.
As at October 31, 2020, the Company has an obligation to issue Milestone shares of $543,451 (January 31,
2020 – $543,451). The Company incurred an additional $50,000 in costs associated with the closing of the
Acquisition and is required to issue a finder’s fee of 100,000 common shares, valued at $48,000 (Note 14).
As at October 31, 2020 the Company has yet to issue these shares and has recorded an obligation to issue
shares of $48,000 (January 31, 2020 - $48,000) (Note 14).
In November 2018, the Company entered into licensing agreements as amended with Ensorcia Metals
Corporation (“Ensorcia”) and its wholly-owned subsidiaries, Sorcia Minerals LLC (“Sorcia”) and Ensorcia
Argentina LLC (“EAL”) whereby the Company issued lithium extraction technology licenses to Sorcia and
EAL to use Extraction systems manufactured by the Company in exchange for a six percent royalty (6%) on
the gross sales price of all products produced and sold, less selling costs, using the Licensed Technology and
a ten percent (10%) common membership interest in Sorcia and EAL. The agreements can be terminated by
the Company if the first extraction system is not installed or operational by June 30, 2021. As a signing
incentive, the Company issued 1,000,000 common share purchase warrants valued at $103,512 to Ensorcia
for the agreement with Sorcia which were expensed as a share-based payment expense to obtain a contract.
The Company has been delayed in finalizing the engineering and the sourcing of equipment and fabricators
to build the initial mobile extraction unit for deployment in South America. As a result, the current proposed
build of the extraction system is expected to be delayed. These delays resulted in the Company agreeing to
extend the Ensorcia Licensing agreement until June 30, 2021 due to the various issues, delays, and problems
created by the coronavirus.
During the nine months ended October 31, 2020, the Company began developing the final blueprints for, and
construction of, its first lithium extraction unit. On October 21, 2020, the Company issued 25,000,000 shares
to Sorcia in exchange for $783,177 cash, $236,674 for payments of debt Sorcia paid on behalf of the
Company, $916,719 for payments made by Sorcia to consultants for development costs relating to the
blueprints for the lithium extraction unit (Note 9), and $573,159 for payments made by Sorcia to consultants
and fabricators for the construction of the lithium extraction unit (Note 7), for a total consideration of
$2,509,729. As at October 31, 2020, Sorcia owned 32,666,666 common shares which is 36.72% of the
88,971,166 issued common shares and, as a result, could exercise significant influence over the Company.
The investments in Sorcia and EAL are accounted for as investments carried at FVTPL. As the entities are
shell holding companies, their fair value at initial recognition, October 31, 2020 and January 31, 2020 are
$nil.
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