UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

x 

Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended

December 31, 20172018

o

Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period _____________to______________

Commission File Number:333-150582

BLOX, INC.

 (Exact(Exact name of registrant as specified in its charter)

Nevada

20-8530914

(State or other jurisdiction of

(I.R.S. Employer Identification No.)

incorporation of organization)

Suite 202, 5626 Larch Street, Vancouver, BC  Canada

V6M 4E1

(Address of principal executive offices)

(ZIP Code)

Registrant’s telephone number, including area code:

(604) 696-4236

(Former name, former address and former fiscal year, if changed since last report

Indicate by check mark whether the issuer (1) 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

x Yes Yes    ¨o No

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).

x Yes Yes    ¨o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of ‘‘accelerated filer and large accelerated filer’’ in Rule 12b-2 of the Exchange Act. (Check one):

oIf an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Accelerated filer

o

Non-accelerated filer

o

Small reporting company

x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

o¨Yesxx No

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:108,611,814142,366,414 shares of common stock as of February 13, 2018.14, 2019.

Transitional Small Business Disclosure Format¨Yesx No

BLOX, INC.

Quarterly Report on Form 10-Q
For The Quarterly Period Ended
December 31, 20172018

INDEX

PART I - FINANCIAL INFORMATION

3

Item 1. Financial Statements

3

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

16

Item 3. Quantitative and Qualitative Disclosures About Market Risk

20

Item 4. Controls and Procedures

20

PART II - OTHER INFORMATION

20

Item 1. Legal Proceedings

20

Item 1A. Risk Factors

21

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

21

Item 3. Defaults Upon Senior Securities

21

Item 4. Submission of Matters to a Vote of Securities Holders

21

Item 5. Other Information

21

Item 6. Exhibits

21

SIGNATURES

22

PART I

As used in this quarterly report on Form 10-Q, the terms “we”, “us” “our”, the “Company” or the “registrant” refer to Blox Inc., a Nevada corporation, and its wholly-owned subsidiaries.

Our financial statements are stated in United States Dollars (US$) unless otherwise stated and are prepared in accordance with United States Generally Accepted Accounting Principles.

In this quarterly report, unless otherwise specified, all references to “common shares” refer to the common shares in our capital stock.

Forward-Looking Statements

This quarterly report contains “forward-looking statements”. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objections of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements or belief; and any statements of assumptions underlying any of the foregoing.

Forward-looking statements may include the words “may,” “could,” “estimate,” “intend,” “continue,” “believe,” “expect” or “anticipate” or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this report. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the dates on which they are made. Except as required by applicable law, including the securities laws of the United States, we do not intend, and undertake no obligation, to update any forward-looking statement.

Although we believe the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. The factors impacting these risks and uncertainties include, but are not limited to:

*

our current lack of working capital;

*

our ability to obtain any necessary financing on acceptable terms;

*

timing and amount of funds needed for capital expenditures;

*

timely receipt of regulatory approvals;

*

our management team’s ability to implement our business plan;

*

effects of government regulation;

*

general economic and financial market conditions;

*

our ability to complete the required feasibility study for permitting of the Mansounia concession in Guinea;

*

our ability to develop our green mining business in Africa; and

*

the fact that our accounting policies and methods are fundamental to how we report our financial condition and results of operations, and they may require our management to make estimates about matters that are inherently uncertain.

PART I - FINANCIAL INFORMATION

Item 1.Financial Statements

Item 1.

Financial Statements

The following unaudited interim financial statements of Blox, Inc. are included in this quarterly report on Form

10-Q.

Blox, Inc.

Condensed Interim Consolidated Balance Sheets

(Unaudited -– Expressed in U.S. Dollars)

See accompanying notes to the condensed interim consolidated financial statements.

5

Blox, Inc.

Condensed Interim Consolidated Statements of Changes in Stockholders’ Equity

Nine monthsMonths ended December 31, 20172018 and 20162017

(Unaudited - Expressed in U.S. Dollars)

See accompanying notes to the condensed interim consolidated financial statements.

7

Blox, Inc.

Notes to Condensed Interim Consolidated Financial Statements

Nine Months Ended December 31, 20172018 and 20162017

(Unaudited – Expressed in U.S. Dollars)

1.

Description of Business

Blox, Inc. (the "Company") was incorporated on July 21, 2005 under the laws of the state of Nevada. The address of the Company is Suite 202, 5626 Larch#708, 1155 West Pender Street, Vancouver, British Columbia, V6M 4E1,V6E 2P4, Canada.

The Company is primarily engaged in developingacquiring mineral exploration projectsassets in Africa.West Africa and applying green innovation to traditional mining methods and combining renewable energy and technology into the process.

On February 27, 2014, the Company completed a business combination with International Eco Endeavors Corp. (“Eco Endeavors”) which was subsequently renamed “Blox Energy Inc.” During the year ended March 31, 2015, the Company discontinued operations in Europe and disposed of Blox Energy Inc.’s subsidiary, Kenderesh Endeavors Corp.

2.

Basis of Presentation

(a)

Statement of Compliance

These condensed interim consolidated financial statements are presented in accordance with generally accepted accounting principles in the United States ("US GAAP") and the rules and regulations of the Securities and Exchange Commission ("SEC") and are expressed in U.S. dollars. The Company's fiscal year-end is March 31.

(b)

Basis of Presentation

The condensed interim consolidated financial statements of the Company comprise the Company and its subsidiaries. These condensed interim consolidated financial statements are prepared on the historical cost basis. These condensed interim consolidated interim financial statements have also been prepared using the accrual basis of accounting, except for cash flow information. In the opinion of management, all adjustments (including normal recurring ones), considered necessary for the fair statement of results have been included in these financial statements. All intercompany balances and transactions have been eliminated upon consolidation. The interim results are not necessarily indicative of results for the fiscalfull year ending March 31, 2018,2019, or future operating periods. For further information, see the Company’s annual consolidated financial statements for the year ended March 31, 2017,2018, including the accounting policies and notes thereto.

(c)

Reporting and Functional Currencies

The functional currency of an entity is the currency of the primary economic environment in which the entity operates. The functional currency of the Company is the Canadian dollar (“CAD”). The Company’s reporting currency is the US dollar.

Transactions:

Monetary assets and liabilities denominated in foreign currencies are translated into functional currencies of the Company and its subsidiaries using period end foreign currency exchange rates and expenses are translated using the exchange rate approximating those in effect on the date of the transactions during the reporting periods in which the expenses were transacted. Non-monetary assets and liabilities are translated at their historical foreign currency exchange rates. Gains and losses resulting from foreign exchange transactions are included in the determination of net income or loss for the period.

Translations:

Foreign currency financial statements are translated into the Company’s reporting currency, the US dollar as follows:

(i)

All of the assets and liabilities are translated at the rate of exchange in effect on the balance sheet date;

8

Blox, Inc.

Notes to Condensed Interim Consolidated Financial Statements

Nine Months Ended December 31, 20172018 and 20162017

(Unaudited – Expressed in U.S. Dollars)

2.

2.      Basis of Presentation (Continued)

(continued)

(c)

Reporting and Functional Currencies (Continued)

(ii)

Expenses are translated at the exchange rate approximating those in effect on the date of the transactions; and

(iii)

Exchange gains and losses arising from translation are included in other comprehensive income.

(d)

Significant Accounting Judgments and Estimates

The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the period. Actual outcomes could differ from these estimates. Revisions to accounting estimates are recognized in the period in which the estimate is revised and may affect both the period of revision and future periods.

In applying the Company's accounting policies, management has made certain judgments that may have a significant effect on the consolidated financial statements. Such judgments include the determination of the functional currencies and use of the going concern assumption.

(i)

Determination of Functional Currencies

In determining the Company's functional currency, it periodically reviews its primary and secondary indicators to assess the primary economic environment in which the entity operates in determining the Company's functional currencies. The Company analyzes the currency that mainly influences labor, material and other costs of providing goods or services which is often the currency in which such costs are denominated and settled. The Company also analyzes secondary indicators such as the currency in which funds from financing activities such as equity issuances are generated and the funding dependency of the parent company whose predominant transactional currency is the Canadian dollar. Determining the Company's predominant economic environment requires significant judgment.

(ii)

Going Concern

These condensed interim consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has incurred a net loss of $364,997$324,627 for the nine months ended December 31, 20172018 and has incurred cumulative losses since inception of $9,729,649$11,179,054 as at December 31, 2017.2018.

These factors raise substantial doubt about the ability of the Company to continue as a going concern. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary debt and/or equity financing to continue operations. These condensed interim consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Management of the Company has undertaken steps as part of a plan to sustain operations for the next fiscal year including plans to raise additional equity financing, controlling costs and reducing operating losses. Waratah Investments Limited, the Company’s controlling shareholder continued to finance the required working capital through a private placement (Note 6(a)).

9

Blox, Inc.

Notes to Condensed Interim Consolidated Financial Statements

Nine Months Ended December 31, 2017 and 2016

(Unaudited – Expressed in U.S. Dollars)

3.

Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Blox, Inc.

Notes to Condensed Interim Consolidated Financial Statements

Nine Months Ended December 31, 2018 and 2017

(Unaudited – Expressed in U.S. Dollars)

4.      Long Term Investments

Equipment

On April 16, 2018, the Company participated in a private placement offering by its strategic partner, Ashanti Sankofa Inc (TSX.V- ASI), which shares the same management group and board of directors as the Company. The Company purchased 1,000,000 units at CAD$0.03 per unit for a total cost of $23,850 (CAD$30,000). Each unit consists of one common share and one transferable share purchase warrant with each warrant entitling the holder to acquire one additional common share at a price of CAD$0.05 for a period of 24 months from the closing of the private placement. On the date of issuance, the Company determined the fair value of the common share and warrants to be $13,420 and $10,430, respectively.

As at December 31, 2018, the fair value of common shares was $63,527 which resulted in an unrealized loss of $14,527 that was recorded in other comprehensive income. In addition, the fair value of warrants was $48,394, which resulted in an unrealized loss of $10,410 that was recorded in net income.

The December 31, 2018 fair value of the warrants was determined with the Black-Scholes option pricing model using the following assumptions: risk free interest rate of 1.89%, volatility of 199.51%, annual rate of dividend of 0%, and expected life of 2 years.

5.     Equipment

Machinery in the amount of $71,560 has not been placed into production and is not currently being depreciated.

5.

Blox, Inc.

Notes to Condensed Interim Consolidated Financial Statements

Nine Months Ended December 31, 2018 and 2017

(Unaudited – Expressed in U.S. Dollars)

6.       Mineral Property Interest

The Company entered into a Deed of Assignment and Assumption Agreement dated July 24, 2014 (the "Assumption Agreement") among Joseph Boampong Memorial Institute Ltd. ("JBMIL") and Equus Mining Ltd. ("EML"), Burey Gold Guinee sarl ("BGGs") and Burey Gold Limited ("BGL") and, collectively with EML and BGGs, (the "Vendors"), pursuant to which the Company agreed to assume JBMIL's right to acquire a 78% beneficial interest in the Mansounia Concession (the "Property") from the Vendors. The Company exercised that right and has acquired a 78% beneficial interest in the Property.

The Property lies in the southwest margin of the Siguiri Basin, in the Kouroussa Prefecture, Kankan Region, in Guinea, West Africa and covers a surface area of 145 square kilometres. The Property is located approximately 80 kilometres west, by road, from the country's third largest city, Kankan.

An exploration permit for the Property was granted by the Ministère des Mines et de la Géologie on August 20, 2013. As part of its due diligence, the Company obtained a legal opinion which confirmed that the license was in good standing at the time of acquisition. It is the Company's intention to obtain an exploitation permit to allow the Company the right to mine and dispose of minerals for 15 years, with a possible 5-year extension. The Company has commenced work on the feasibility study and environmental impact assessment required for obtaining this permit.

10

Blox, Inc.

Notes to Condensed Interim Consolidated Financial Statements

Nine Months Ended December 31, 2017 and 2016

(Unaudited – Expressed in U.S. Dollars)

5.

Mineral Property Interest (continued)

In consideration for the acquisition of the interest in the Property, the Company paid in cash $100,000 to BGL and $40,000 to EML and issued BGL and EML an aggregate of 6,514,350 shares of common stock of the Company (the "First Tranche Shares"), at a deemed price of $0.1765 per share, for an aggregate deemed value of $1,150,000. The First Tranche Shares were issued to BGL and EML in the proportions of 71.43% and 28.57%, respectively. For accounting purposes, the Company recorded the cash payment of $140,000, and $10,000 for an independent valuation of the Property. Additionally, $781,722 was capitalized to mineral property interests, being the fair value of the first tranche of shares. The fair value of the first tranche shares was based on the closing price of the Company’s shares on the OTCQB on July 24, 2014.

Within 14 days of commercial gold production being publicly declared from ore mined from the Property, the Company will issue BGL and EML a second tranche of shares of common stock of the Company (the "Second Tranche Shares"). The number of Second Tranche Shares to be issued shall be calculated by dividing $1,150,000 by the volume weighted average share price of the Company's common stock over a 20-day period preceding the issuance date. The Second Tranche Shares shall be issued to BGL and EML in the proportions of 71.43% and 28.57%, respectively.

The mining exploration licensepermit for the Company was renewedhas been extended for twelvefour months (up to April 30, 2019) on December 11, 2017,31, 2018. The Company has submitted the application to Ministère des Mines for mining license in order to allow the Company sufficient time to finalize the Feasibility Study and Application for an Exploitation License. December 7, 2018.

During the nine months ended December 31, 2017,2018, the Company spent $11,630 (December 31, 2016$118,004 (2018 – $18,217)$11,630) on the property.

6.

Blox, Inc.

Notes to Condensed Interim Consolidated Financial Statements

Nine Months Ended December 31, 2018 and 2017

(Unaudited – Expressed in U.S. Dollars)

7.       Common Stock

(a)

Private placement

On September 29, 2017, the Company entered into an agreement with Waratah Capital Ltd. (“Waratah”), a controlling shareholder, whereby Waratah and the Company agreed that in order to allow the Company to finalize its acquisition of Quivira Gold Ltd. pursuant to the Share Purchase Agreement dated June 22, 2013 among the Company, Quivira Gold Ltd. and Waratah (the “Quivira Agreement”), the Bridge Loan Agreement dated as of April 17, 2015, and amended on April 28, 2016 and November 1, 2016 between the Company and Waratah would be cancelled and the Company will utilize the loan proceeds advanced to close the requireda private placement of $1,000,000 to $1,500,000 required to consummate the Company’s acquisition of Quivira Gold Ltd.  As a condition of entering into

On April 24, 2018, the agreement with Waratah, Waratah agreed to provide the remaining balance of funds required to closeCompany closed the private placement and/or arrange for third parties to participate inas part of the private placement on or before December 31, 2017, or such other date as may be agreed to among the parties (Note 8), which date has been extended to February 28, 2018.

The Private Placement will consist of a minimum of 20,000,000 unitsQuivira acquisition and up to a maximum ofissued 30,000,000 units at a deemed price of $0.05 per share, with each unit consistingfor gross proceeds of $1,500,000. Each unit consists of one common share and one transferable share purchase warrant entitling the holder thereof to purchase one additional common shareexercisable at a price of $0.05 per share for a term of five years.

(b)        Warrants

On April 24, 2018, the Company issued 30,000,000 share purchase warrants as part of the $1,500,000 private placement. The warrants expire five years from the date of issuance and are exercisable at $0.05 per share. The fair value of these warrants was determined with the Black-Scholes option pricing model using the following assumptions: risk free interest rate of 2.73%, volatility of 204.3%, annual rate of dividend of 0%, and expected life of 5 years.

The following table summarizes historical information about the Company’s warrants:

As at December 31, 2018, the following warrants were outstanding and exercisable:

On June 26, 2018, 4,000,000 stock options were exercised via cashless exercise at a price of $0.01 per share, resulting in issuance of 3,754,600 common shares. The cash component, equivalent to $40,000, is calculated as 245,400 shares at $0.163, the closing market price of the Company on the date of issuance.

On September 26, 2018, 1,500,000 stock options were cancelled due to the optionee who ceased to be an officer of the Company.

11

The following table summarizes historical information about the Company’s incentive stock options:

Blox, Inc.

Notes to Condensed Interim Consolidated Financial Statements

Nine Months Ended December 31, 20172018 and 20162017

(Unaudited – Expressed in U.S. Dollars)

6.

7.      Common Stock(continued)

(b)

Share Purchase Warrants

The Company had 88,000,000 outstanding warrants as at December 31, 2017 and March 31, 2017 exercisable at $0.05 per share until February 27, 2019 (1.2 years).

(c)

Stock Options

The Company did not grant any stock options during the nine months ended December 31, 2017 and 2016.

The following table summarizes historical information about the Company’s incentive stock options:

At December 31, 2017,2018, the following stock options were outstanding and exercisable:

7.

8.      Fair Value of Financial Instruments

The following provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which fair value is observable:

Level 1 – fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 – fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

Level 3 – fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

Level 2 and 3 financial instruments are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment to estimation. Valuations based on unobservable inputs are highly subjective and require significant judgments. Changes in such judgments could have a material impact on fair value estimates. In addition, since estimates are as of a specific point in time, they are susceptible to material near-term changes. Changes in economic conditions may also dramatically affect the estimated fair values.

12

Blox, Inc.

Notes to Condensed Interim Consolidated Financial Statements

Nine Months Ended December 31, 2017 and 2016

(Unaudited – Expressed in U.S. Dollars)

7.

Fair Value of Financial Instruments (continued)

The following table sets forth the Company’s financial assets measured at fair value by level within the fair value hierarchy:

8.

Loans PayableBlox, Inc.

Notes to Condensed Interim Consolidated Financial Statements

TheNine Months Ended December 31, 2018 and 2017

(Unaudited – Expressed in U.S. Dollars)

8.      Fair Value of Financial Instruments(continued)

9.     Due to Shareholder

During the nine months ended December 31, 2018, the Company entered into a bridge loan agreement withreceived advances from Waratah Capital Ltd. (“Waratah”) dated as, a controlling shareholder of April 17, 2015, which agreement was amended on April 28, 2016 and again on November 1, 2016 (the “Loan Agreement”), whereby Waratah agreed to provide a bridge loan to the Company, in order to fund its obligations and for general working capital purposes for a totalthe amount of Cdn$1,500,000 (the “Loan Proceeds”) on the terms and conditions set out in the loan Agreement.

On September 29, 2017, the Company entered into an agreement with Waratah Capital Ltd. (“Waratah”) whereby Waratah and the Company agreed that in order to allow the Company to finalize its acquisition of Quivira Gold Ltd. pursuant to the Share Purchase Agreement dated June 22, 2013 among the Company, Quivira Gold Ltd. and Waratah (the “Quivira Agreement”), the Loan Agreement would be cancelled and the Company will utilize the loan proceeds advanced to close the required private placement of $1,000,000 to $1,500,000 required to consummate the Company’s acquisition of Quivira Gold Ltd.$223,145. As a condition of entering into the agreement with Waratah, Waratah agreed to provide the remaining balance of funds required to close the private placement, and/or arrange for third parties to participate in the private placement on or before December 31, 2017, or such other date as may be agreed to among the parties (Note 6(a)), which date has been extended to February 28, 2018.

On September 29, 2017, the proceeds of loan payable were reclassified to share capital subscription and the balance of the loan payable was $Nil as at December 31, 20172018, the Company was indebted to Waratah for $279,345 (March 31, 20172018 - $825,120/Cdn$1,083,020)$56,200). The advances from shareholder are unsecured, non-interest bearing and have no fixed repayment terms.

9.10.    Commitments

Commitment

On June 22, 2013, the Company entered into a share purchase agreement with Waratah Investments LimitedCapital Ltd. (“Waratah Investments”Waratah”) wherebywhere the Company shallagreed to purchase all of Waratah Investments’sWaratah’s right, title, and interest in the Quivira Gold Ltd. (“Quivira”) shares, of which Waratah holds 100% of the outstanding shares. As consideration for the Quivira shares, the Company will issue to Waratah 60,000,000 shares of common stock and 60,000,000 warrants. Each warrant entitles the holder to purchase one additional common share at $0.05 for a period of five years from the closing date. Quivira, a subsidiary of Waratah Investments, owns and operates gold and diamond mining properties in Ghana.

The closing of the agreement is subject to the completion of due diligence and the completion of a private placement.  The agreement provides that closing is subject to completion of a private placement financing of up to US$1,500,000, consisting of units priced at $0.05 per unit, with each unit comprising a share in the common stock of the Company and a share purchase warrant, exercisable at $0.05 for five years.$1,500,000 (Note 7(a)). As of the issuance date of these financial statements, the due diligence and financing has not yet been completed.

13

Blox, Inc.

Notes to Condensed Interim Consolidated Financial Statements

Nine Months Ended December 31, 2017 and 2016

(Unaudited – Expressed in U.S. Dollars)

10.

11.    Related Party Transactions

The Company’s related parties include its controlling shareholder, directors, andsubsidiaries, key management personnel.personnel, controlling shareholders, and strategic partner. Transactions with related parties for goods and services are based on the exchange amount as agreed to by the related parties.

The Company incurred the following expenses with related parties during the three and nine months ended December 31, 20172018 and 2016:2017:

As at December 31, 2017, $75,016 (March 31, 2017 - $46,467) remains unpaid to directors, former director and officers for the consulting, professional fees, and other expenses. These amounts owing are unsecured, non-interest bearing and have no fixed repayment terms. 

14

Blox, Inc.

Notes to Condensed Interim Consolidated Financial Statements

Nine Months Ended December 31, 20172018 and 20162017

(Unaudited – Expressed in U.S. Dollars)

11.As at December 31, 2018, $85,732 (March 31, 2018 - $57,014) remains unpaid to directors, officers, and former officers for consulting and professional fees. These amounts owing are unsecured, non-interest bearing and have no fixed repayment terms.

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward lookingforward-looking statements. Factors that could cause or contribute to such differences include those discussed below and elsewhere in this quarterly report on Form 10-Q.

Overview

We were incorporated in the State of Nevada on July 21, 2005, under the name “Nava Resources, Inc.” for the purpose of conducting mineral exploration activities. We were authorized to issue 400,000,000 shares of common stock, having a par value of $0.001 per share. On January 4, 2007, we obtained written consent from our shareholders to amend our Articles of Incorporation to change the par value of our common stock from $0.001 to $0.00001 per share, which change was effected on February 28, 2007. Effective July 30, 2013, we changed our name from “Nava Resources, Inc.” to “Blox, Inc.”.

Properties

Mansounia Gold Project

On August 6, 2014, wethe Company announced that weit had entered into a Deed of Assignment and Assumption Agreement dated July 24, 2014 (the "Assumption Agreement") with Joseph Boampong Memorial Institute Ltd. ("JBMIL") and Equus Mining Ltd. ("EML"), Burey Gold Guinee sarl ("BGGs") and Burey Gold Limited ("BGL") and, collectively with EML and BGGs, (the "Vendors"), pursuant to which we agreed to assume JBMIL's right to acquire a 78% beneficial interest in the Mansounia Concession (the "Mansounia Property") from the Vendors, which right was exercised.

The Mansounia Property lies in the southwest margin of the Siguiri Basin, in the Kouroussa Prefecture, Kankan Region, in Guinea, West Africa and covers a surface area of 145 square kilometres. The Mansounia Property is located approximately 80 kilometres west, by road, from the country's third largest city, Kankan.

An exploration permit for the Mansounia Property was granted by the Ministère des Mines et de la Géologie on August 20, 2013. The mining exploration license was renewed for twelve months on December 11, 2017, in order to allow the Company sufficient time to finalize the Feasibility Study and Application for an Exploitation License.It is our intention to obtain an exploitation permit, which would give us the exclusive right to mine and dispose of minerals for 15 years, with a possible 5 year extension. We have commenced work on the feasibility study required for obtaining this permit.  

In consideration for the acquisition of the interest in the Mansounia Property, we paid $107,143approximately $100,000 to BGL and $42,857$40,000 to EML and on July 31, 2014, issued BGL and EML an aggregate of 6,514,350 shares of common stock of our company (the "First Tranche Shares"), at a deemed price of $0.1765 per share, for an aggregate deemed value of $1,150,000. The First Tranche Shares were issued to BGL and EML in the proportions of 71.43% and 28.57%, respectively. For accounting purposes, we recorded the cash payment of $150,000 plus $781,722 as the fair value of the First Tranche Shares in mineral interest. The fair value of the First Tranche Shares was based on the closing price of our shares on the OTCQB on July 24, 2014.

Within 14 days14-days of commercial gold production being publicly declared from ore mined from the Mansounia Property, we will issue BGL and EML a second tranche of shares of our common stock (the "Second Tranche Shares"). The number of Second Tranche Shares to be issued shall be calculated by dividing $1,150,000 by the volume weighted average share price of our common stock over a 20 day20-day period preceding the issuance date. The Second Tranche Shares shall be issued to BGL and EML in the proportions of 71.43% and 28.57%, respectively.

IndependentThe Mansounia Gold Project lies in the southwest margin of the Siguiri Basin, in the Kouroussa Prefecture, Kankan Region, in Guinea, West Africa and covers a surface area of 145 square kilometres. The Mansounia Property is located approximately 80 kilometres west, by road, from the country's third largest city, Kankan.

An exploration permit for the Mansounia Property was granted by the Ministère des Mines et de la Géologie on August 20, 2013. On October 25, 2016, an exploration permit extension was granted for a period of 12-months. The purpose of the extension was to provide time to complete the required feasibility study and environmental impact assessment to, National standards, that will be submitted to Ministre des Mines et de la Géologie and the La Ministre de l’Environnement, des Eaux et Forêts. Work is continuing on the feasibility study, the environmental impact assessment has been completed and we are in discussions with appropriate consultants to commence the community development plan and other remaining documentation. It is our intention to obtain a Mining License, which would give us the exclusive right to mine and dispose of minerals for 15-years, with a possible five-year extension.

In July 2017, we announced the completion of field activities associated with a detailed Environmental and Social Impact Assessment (ESIA), which concludes a significant stage toward obtaining a Mining License for the Mansounia Gold Project in Guinea.

The ESIA document is used to communicate and discuss details of the project to all stakeholders, including government departments, environmental and other regulators, local communities as well as current and prospective shareholders. Apart from assessing the project's environmental impact, the document also covers risk mitigation and potential benefits to local residents. The ESIA is the beginning of an ongoing process of involvement on all social and environmental fronts.

We engaged the internationally credentialed SAMEC (Security Africa Mining and Environmental Consulting) based in Conakry, to undertake the field-associated aspects of the ESIA program, which included - but was not limited to - addressing the following aspects:

Based on the highly encouraging results obtained from historical soils geochemical programs and in-line with recent desktop and field studies undertaken by Spiers Geological Consultants (SGC 2016), a number of key target areas were identified for follow-up field activities. Our understanding of the deposit and surrounding areas continues to grow with each field season, and, to date, robust geological and structural context for the area/s has been developed using modelling software. The model was based on the pre-existing regional geochemical soil and rock chip sampling and drill-hole data from the Mansounia Property area.

West African consulting group, Scott-Taylor Ltd., was engaged by usretained to undertake a thorough site visit as part of the process of further examining the economic potential of the property.Mansounia Property. Scott-Taylor Ltd. undertook a field visit to the Mansounia Gold ProjectProperty to focus on areas where significant outcrops exist, in addition to the verification of collar locations for selected previously drilled RC and diamondDiamond holes.

The deep weathering and extensive lateritic cover hashave resulted in limited outcrop of Birimian lithologies within the project area. Reconnaissance mapping located outcrops of weathered brecciated granitoid, volcanosedimentaryvolcano sedimentary and metasedimentary lithologies. A number of outcrops with extensive quartz veining were identified, particularly within the brecciated granitoid and were sampled.

Previous structural analysis has identified a number of target areas for further exploration.

In total, 15 samples were collected for assays during the field visit. Four samples returned gold grades from 0.49g/t to 3.04g/t asare shown below.below.

Assays for Mansounia field samples.

The most encouraging aspect of the assay results from the outcrop samples is the fact that these samples are located approximately five kilometers south of the Mansounia resource area and indicate that gold mineralization occurs to the south of the currently identified Mansounia deposit.

These outcrop sampling assays arewere very encouraging and warrantwarranted further exploration to unlock the full potential of the Mansounia license area. As a result, an auger drilling program was designed and implemented with the assistance of Sahara Natural Resources. The new drilling target was defined after an extensive database compilation and exploration targeting exercise undertaken by Sahara Natural Resources on the historical data held by Blox in the region. Sahara is the largest exploration services group in West Africa with 200 geoscientists operating between Burkina Faso, Ghana, Cote D’Ivoire, Mali, Senegal, Mauritania and Guinea.

AOn July 6, 2018, the Company announced that a new drilling target had been defined by a 2.5km long Gold in Soil anomaly, defined by Sahara, at the Mansounia Gold Project. This area formed part of a thorough auger drilling and regolith mapping program designed to commence augeraid in the delineation of potential mineralization 5km south-east of the current existing resource. Field activities also included trenching and pitting across the area of anomalous soil and outcrop samples. Some extensional drilling to the south west of the existing resource was also conducted. As Blox is currently drilledmoving towards a mining license at the Mansounia resource, including the area where the rock chip samples were collected, is scheduled for the first quarter of 2018.  In the event of positive results fromGold Project, the auger drilling program, itwas also intended to sterilise a portion of the concession for feasibility work.

On October 26, 2018, Blox announced that 2500-meters of auger drilling had been completed. The results identified five new gold targets, including doubling the previous gold-in-soil strike from 2.5km to 5km (identified as Target C in Figure 1 below). In addition, the existing Mansounia resource was extended by up to 1km. Results from across the northern and eastern portions of the concession returned highly anomalous results of up to 1526ppb gold.

The Mansounia South target has never had modern drilling completed. The 5km anomaly remains untested and open to the north and south. Blox will continue to explore the strike extensions with auger drilling to refine targets to enable resource drilling to follow up. Extensional soil and auger drilling completed to the south west of the existing 1.29-million ounce resource identified highly anomalous gold contiguous with current drilling. The targets A, B, C, D and E in Figure 1 have never been drilled. Target A is anticipated that RCan extension to the current resource and Aircoreis open to the south. Targets B, C, D and E are open to the north and south. Additional auger drilling will then be carried outcompleted in the hope of further extending these targets.

Figure 1. Mansounia Gold Project – Strike extension of the newly identified Mansounia Gold-in-Soil anomaly planned auger drilling program, auger anomaly occurrences and historical drill collars.

In total, 184 auger drill samples were taken from the planned 400-hole program. The laterite cap was in excess of 10m deep in most drill locations, instead of the 5m cover anticipated. As a result, it was not possible to follow up anycomplete all 400 planned holes before the onset of the wet season made further drilling impossible. Despite the slightly truncated program, positive drill results were returned from every line drilled. Blox will consider extensional resource drilling at targets A and B below following the closure of the West African wet season.

Management is excited about the new drill targets identified geochemical anomalies identifiedand the extensions of the drill ready targets unveiled by the auger drilling program.drilling. Anomalies were revealed in every drill line commenced, which is a very positive sign. These results have given Blox confidence to move forward with its plans to raise capital to complete the current auger program and then plan high quality resource extensional drilling. The Company is also well advanced towards the submission of its Mining License application for the Mansounia Gold Project.

Pramkese, Osenase and Asamankese, Ghana, West Africa

On June 22, 2013, we entered into a share purchase agreement with Waratah Investments Limited (“Waratah”Waratah”) whereby we agreed purchase all of Waratah’s right, title, and interest in the Quivira Gold (“Quivira”Quivira”) shares, of which Waratah holds 100% of the outstanding shares. As consideration for the Quivira shares, we agreed to issue to Waratah 60,000,000 shares of common stock and 60,000,000 warrants. Each warrant entitles the holder to purchase one additional common share at $0.05 for a period of five years from the closing date. Quivira, a subsidiary of Waratah, owns and operates gold and diamond mining properties in Ghana.

The closing of the agreement is subject to the completion of a private placement financing of up to $1,500,000, consisting of units priced at $0.05 per unit, with each unit to be comprised of one common share and one share purchase warrant, exercisable at $0.05 for five years. Closing the Agreement is also conditional upon receiving legal opinions of Ghana counsel confirming various matters relating to the laws of Ghana, including corporate and title opinions; the Company receiving legal opinions of Australian counsel confirming various matters relating to the laws of Australia, including corporate and title opinions; completion of certain ongoing transactions by Quivira relating to the transfer of title to certain assets and to an assignment of debt; and preparation of U.S. GAAP consolidated financial statements for Quivira.

Our directors conducted their first visit to Ghana in August 2015, when they visited the Birim Region whereField work on the three GhanaianBirim region concessions are located.  The objective washas been ongoing to carry out a geological reconnaissance overmaintain compliance while the areas to identify potentially favourable lithologies.  The directors inspectedCompany’s prime focus is on the existing field programs in Ghana and oversaw the planning and implementation of programs for the near future.Mansounia Gold Project.

Going Concern

Our financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. We have not yet established an ongoing source of revenues sufficient to cover our operating costs and to allow us to continue as a going concern. We have incurred a net loss of $90,920 and $364,997$324,627 for the three and nine months ended December 31, 2017,2018 and have incurred cumulative losses since inception of $9,729,649.$11,179,054. These factors raise substantial doubt about the ability of the Company to continue as going concern. Our ability to continue as a going concern is dependent on our ability to continue obtaining adequate capital to fund

operating losses until we become profitable. If we are unable to obtain adequate capital, we could be forced to significantly curtail or cease operations.

We will need to raise additional funds to finance continuing operations. However, there are no assurances that we will be successful in raising additional funds. Without sufficient additional financing, it would be unlikely for us to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to successfully accomplish the plans described in this quarterly report and eventually secure other sources of financing and attain profitable operations.

Results of Operations

Three and Nine Months Ended December 31, 20172018 and 20162017

The following summary of our results of operations should be read in conjunction with our unaudited consolidated interim financial statements for the three and nine months ended December 31, 20172018 and 2016,2017, which are included herein.

ExpensesFor the three-month period ended December 31, 2018 & 2017

The net loss and comprehensive loss for the three-month period ended December 31, 2018 were $201,105 and $271,478, respectively, as compared to the net loss and comprehensive loss for the three-month period ended December 31, 2017 of $90,920 and $90,920, respectively. Operating expenses for the 3^rd quarter in 2019 are totaled $140,055 compared to the 3^rd quarter in 2018 of $90,920, an increase of $49,135. The operating expenses incurred in the current quarter were higher than comparable quarter. Some of the more items contributing to the net loss and comprehensive loss for the 3^rd quarter in 2019 and the 3^rd quarter in 2018 were as follows:

We incurred a

For the nine-month period ended December 31, 2018 & 2017

The net loss of $90,920 and $364,997 ($0.00 per share)comprehensive loss for the threenine-month period ended December 31, 2018 were $324,627 and nine month$339,154, respectively, as compared to the net loss and comprehensive loss for the nine-month period ended December 31, 2017 of $364,997 and $364,997, respectively. Operating expenses for the 3^rd quarter in 2019 are totaled $314,264 compared to $105,246 and $321,634 ($0.00 per share),the 3^rd quarter in 2018 of $362,811, a decrease of $48,547. The operating expenses incurred in the same periods in 2016.

The consultingcurrent quarter were lower than comparable quarter. Some of the more items contributing to the net loss and professional fees incurred duringcomprehensive loss for the threenine-month ended December 31, 2018 and nine monthsthe nine-month ended December 31, 2017 were relatively static at $79,458 and $262,627, respectively, compared to $88,414 and $270,682during the same quarters in 2016.  Total office and administrationas follows: