Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Jan. 31, 2018 | May 11, 2018 | Jul. 31, 2017 | |
Document and Entity Information: | |||
Entity Registrant Name | RED METAL RESOURCES, LTD. | ||
Document Type | 10-K | ||
Document Period End Date | Jan. 31, 2018 | ||
Amendment Flag | false | ||
Entity Central Index Key | 1,358,654 | ||
Current Fiscal Year End Date | --01-31 | ||
Entity Common Stock, Shares Outstanding | 37,504,588 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY | ||
Entity Public Float | $ 965,738 | ||
Trading Symbol | rmes |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jan. 31, 2018 | Jan. 31, 2017 |
Current Assets | ||
Cash | $ 2,392 | $ 7,679 |
Prepaids and other receivables | 7,034 | 7,052 |
Total Current Assets | 9,426 | 14,731 |
Equipment | 1,966 | 2,504 |
Unproved mineral properties | 694,616 | 585,850 |
Total Assets | 706,008 | 603,085 |
Current Liabilities | ||
Accounts payable | 387,961 | 388,977 |
Accrued liabilities | 179,239 | 162,794 |
Due to related parties | 1,196,798 | 1,073,015 |
Notes payable | 34,384 | 40,625 |
Notes payable to related parties | 1,218,375 | 933,085 |
Total Current Liabilities | 3,016,757 | 2,598,496 |
Total Liabilities | 3,016,757 | 2,598,496 |
Stockholders' Equity | ||
Common stock value | 35,004 | 34,647 |
Additional paid-in capital | 6,803,833 | 6,779,190 |
Deficit | (9,129,238) | (8,835,401) |
Accumulated other comprehensive income (loss) | (20,348) | 26,153 |
Total Stockholders' Equity (Deficit) | (2,310,749) | (1,995,411) |
Total Liabilities and Stockholders' Equity (Deficit) | $ 706,008 | $ 603,085 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Jan. 31, 2018 | Jan. 31, 2017 |
Balance Sheet | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 35,004,588 | 34,647,445 |
Common stock, shares outstanding | 35,004,588 | 34,647,445 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Jan. 31, 2018 | Jan. 31, 2017 | |
Operating expenses | ||
Amortization | $ 675 | $ 885 |
Consulting fees | 60,000 | 60,000 |
General and administrative | 63,958 | 68,506 |
Mineral exploration costs | 1,868 | 4,188 |
Professional fees | 18,702 | 16,870 |
Rent | 10,245 | 9,838 |
Regulatory | 10,461 | 8,066 |
Salaries, wages and benefits | 65,241 | 54,676 |
Total operating expenses | 231,150 | 223,029 |
Other items | ||
Foreign exchange gain (loss) | (1,663) | (66) |
Reversal of debt | 41,807 | |
Interest expense on current debt | 102,831 | 99,740 |
Net royalty income (loss) | 13,355 | |
Net loss | (293,837) | (309,480) |
Unrealized foreign exchange gain (loss) | (46,501) | (47,799) |
Comprehensive income (loss) | $ (340,338) | $ (357,279) |
Net loss per share - basic and diluted | $ (0.01) | $ (0.01) |
Weighted average number of shares outstanding - basic and diluted | 34,699,304 | 34,342,995 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Deficit - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Total |
Beginning Balance, shares at Jan. 31, 2016 | 34,290,302 | ||||
Beginning Balance, amount at Jan. 31, 2016 | $ 34,290 | $ 6,754,547 | $ (8,525,921) | $ 73,952 | $ (1,663,132) |
Stock issued for mineral property, shares | 357,143 | ||||
Stock issued for mineral property, value | $ 357 | 24,643 | 25,000 | ||
Foreign exchange translation | (47,799) | (47,799) | |||
Net income (loss) for the period | (309,480) | (309,480) | |||
Ending Balance, shares at Jan. 31, 2017 | 34,647,445 | ||||
Ending Balance, amount at Jan. 31, 2017 | $ 34,647 | 6,779,190 | (8,835,401) | 26,153 | (1,995,411) |
Stock issued for mineral property, shares | 357,143 | ||||
Stock issued for mineral property, value | $ 357 | 24,643 | 25,000 | ||
Foreign exchange translation | (46,501) | (46,501) | |||
Net income (loss) for the period | (293,837) | (293,837) | |||
Ending Balance, shares at Jan. 31, 2018 | 35,004,588 | ||||
Ending Balance, amount at Jan. 31, 2018 | $ 35,004 | $ 6,803,833 | $ (9,129,238) | $ (20,348) | $ (2,310,749) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Jan. 31, 2018 | Jan. 31, 2017 | |
Cash Flows used in Operating Activities | ||
Net loss | $ (293,837) | $ (309,480) |
Adjustment to reconcile net loss to net cash used in operating activities: | ||
Accrued interest on related party notes payable | 84,809 | 65,563 |
Accrued interest on related party payables | 14,614 | 14,329 |
Accrued interest on notes payable | 3,228 | 2,893 |
Amortization | 675 | 885 |
Reversal of debt | 41,807 | |
Changes in operating assets and liabilities: | ||
Prepaids and other receivables | 77 | (2,420) |
Accounts payable | 32,961 | 25,788 |
Accrued liabilities | 9,544 | 23,839 |
Due to related parties | 70,535 | 71,501 |
Cash paid for interest on notes payable | (3,785) | |
Net cash used in operating activities | (122,986) | (107,102) |
Cash Flows from Investing Activities | ||
Acquisition of unproved mineral properties | 35,921 | 50,462 |
Net cash provided by (used in) investing activities | (35,921) | (50,462) |
Cash Flows from Financing Activities | ||
Cash received on issuance of notes payable to related party | 161,976 | 150,044 |
Cash received on issuance of notes payable | 11,533 | |
Cash paid for notes payable | 8,502 | |
Net cash provided by financing activities | 153,474 | 161,577 |
Effect of foreign currency exchange | 146 | 1,505 |
Increase (decrease) in cash | (5,287) | 5,518 |
Cash, beginning of period | 7,679 | 2,161 |
Cash, end of period | 2,392 | 7,679 |
Supplemental Disclosure of Cash Flow Information: | ||
Income tax | ||
Interest | $ 3,785 |
Organization and Basis of Prese
Organization and Basis of Presentation | 12 Months Ended |
Jan. 31, 2018 | |
Notes | |
Organization and Basis of Presentation | NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION Nature of Operations Red Metal Resources Ltd. (the Company) holds a 99% interest in Minera Polymet SpA (Polymet) under the laws of the Republic of Chile. The Company is involved in acquiring and exploring mineral properties in Chile. The Company has not determined whether its properties contain mineral reserves that are economically recoverable. The Companys consolidated financial statements are prepared on a going concern basis in accordance with US generally accepted accounting principles (GAAP) which contemplates the realization of assets and discharge of liabilities and commitments in the normal course of business. The Company has generated only minimal income to date, and has accumulated losses of $9,129,238 since inception. The Company has funded its operations through the issuance of capital stock and debt. Management plans to raise additional funds through equity and/or debt financings, and by entering into joint venture agreements. There is no certainty that further funding will be available as needed. These factors raise substantial doubt about the ability of the Company to continue operating as a going concern. The Companys ability to continue its operations as a going concern, realize the carrying value of its assets, and discharge its liabilities in the normal course of business is dependent upon its ability to raise new capital sufficient to fund its commitments and ongoing losses, the continued financial support from related party creditors, and ultimately on generating profitable operations. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Jan. 31, 2018 | |
Notes | |
Summary of Significant Accounting Policies | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation These consolidated financial statements and related notes are presented in accordance with US GAAP, and are expressed in United States dollars. The Company has not produced revenues from its principal business. These financial statements include the accounts of the Company and its subsidiary, Polymet. All intercompany transactions and balances have been eliminated. Reclassifications Certain comparative amounts in the accompanying consolidated financial statements have been reclassified to conform to the current years presentation. These reclassifications had no effect on the consolidated results of operations or financial position for any year presented. Accounting Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect certain of the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current facts, historical experience and various other factors it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Companys estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. The most significant estimates with regard to these financial statements relate to carrying values of unproved mineral properties, asset retirement obligations, fair value of stock based transactions, and recognition of deferred tax assets or liabilities. Fair Value of Financial Instruments The carrying amounts reflected in the balance sheets for cash, prepaid and other receivables, accounts payable, and amounts due to related parties approximate the respective fair values due to the short maturities of these items. The Company does not hold any investments that are available-for-sale. The fair value hierarchy under US GAAP is based on the following three levels of inputs, of which the first two are considered observable and the last unobservable: Level 1 Level 2 Level 3 The Companys notes payable and notes payable to related parties are based on Level 2 inputs in the ASC 820 fair value hierarchy. The notes payable and notes payable to related parties accumulate interest at a rate of 8% per annum, which is a representative of current borrowing rates, as such the fair value of these instruments is equivalent to their carrying value. Asset Retirement Obligations The Company records the fair value of an asset retirement obligation as a liability in the period in which it incurs an obligation associated with the retirement of tangible long-lived assets that result from the acquisition, construction, development and/or normal use of the assets. The estimated fair value of the asset retirement obligation is based on the current cost escalated at an inflation rate and discounted at a credit adjusted risk-free rate. This liability is capitalized as part of the cost of the related asset and amortized over its useful life. The liability accretes until the Company settles the obligation. To date the Company has not incurred any asset retirement obligations. Long Lived Assets The carrying value of long-lived assets, other than mineral properties, is reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value. Fair Value of Financial Instruments The estimated fair values for financial instruments are determined at discrete points in time based on relevant market information. These estimates involve uncertainties and cannot be determined with precision. The estimated fair value of cash, other receivables, amounts due to related parties, notes payable, notes payable to related parties, and accounts payable approximates their carrying value due to their short-term nature. Foreign Currency Translation and Transaction The functional currency for the Company and the Companys foreign subsidiary is the US dollar and the Chilean peso, respectively. The Company translates assets and liabilities to US dollars using year-end exchange rates and translates revenues and expenses using average exchange rates during the period. Exchange gains and losses arising from the translation of foreign entity financial statements are included as a component of other comprehensive income (loss). Transactions denominated in currencies other than the functional currency of the legal entity are re-measured to the functional currency of the legal entity at the year-end exchange rates. Any associated transactional currency re-measurement gains and losses are recognized in current operations. Income Taxes Income taxes are determined using the liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes that date of enactment. In addition, a valuation allowance is established to reduce any deferred tax asset for which it is determined that it is more likely than not that some portion of the deferred tax asset will not be realized. The Company accounts for uncertainty in income taxes by applying a two-step method. First, it evaluates whether a tax position has met a more likely than not recognition threshold, and second, it measures that tax position to determine the amount of benefit, if any, to be recognized in the financial statements. The application of this method did not have a material effect on the Company's financial statements. Loss per Share The Company presents both basic and diluted loss per share (LPS) on the face of the statements of operations. Basic LPS is computed by dividing net loss available to common shareholders by the weighted average number of shares outstanding during the year. Diluted LPS gives effect to all dilutive potential common shares outstanding during the period including convertible debt, stock options, and warrants, using the treasury stock method. Diluted LPS excludes all dilutive potential shares if their effect is anti-dilutive. Mineral Properties Acquisition costs (including option payments) and mineral property taxes are capitalized as mineral property costs. Mineral exploration costs are expensed as incurred until commercially mineable deposits are determined to exist within a particular property. Option payments are considered acquisition costs provided that the Company has the intention of exercising the underlying option. Property option agreements are exercisable entirely at the option of the optionee. Therefore, option payments (or recoveries) are recorded when payment is made (or received) and are not accrued. Mineral properties are tested for impairment if facts or circumstances indicate that impairment exists. Examples of such facts and circumstances are as follows: · · · · After technical feasibility and commercial viability of extracting a mineral resource are demonstrable the capitalized balance, net of any impairment recognized, is then reclassified to either tangible or intangible mine development assets according to the nature of the asset. Although the Company has taken steps that it considers adequate to verify title to mineral properties which it has an interest, these procedures do not guarantee the Companys title. Title to mineral properties in foreign jurisdictions is subject to uncertainty and consequently, such properties may be subject to prior undetected agreements or transfers and title may be affected by such instances. Equipment Equipment is recorded at cost and is being amortized over its estimated useful lives using the declining balance method at 30% per year. Royalty Income Royalty payments received from authorized contractors are recognized when the risks and rewards of ownership to delivered concentrate pass to the buyer and collection is reasonably assured. Stock Options and Other Share-Based Compensation For equity awards, such as stock options, total compensation cost is based on the grant date fair value and for liability awards, such as stock appreciation rights, total compensation cost is based on the settlement value. The Company recognizes stock-based compensation expense for all awards over the service period required to earn the award, which is the shorter of the vesting period or the time period an employee becomes eligible to retain the award at retirement, adjusted for the expected rate of forfeiture of the equity awards granted. Recently Adopted Accounting Guidance Recent accounting pronouncements issued by the Financial Accounting Standards Board or other authoritative standards groups with future effective dates are either not applicable or are not expected to be significant to the financial statements of the Company. |
Related-Party Transactions Disc
Related-Party Transactions Disclosure | 12 Months Ended |
Jan. 31, 2018 | |
Notes | |
Related-Party Transactions Disclosure | NOTE 3 - RELATED-PARTY TRANSACTIONS The following amounts were due to related parties as at: January 31, 2018 January 31, 2017 Due to a company owned by an officer (a) $ 699,882 $ 629,032 Due to a company controlled by directors (b) 371,303 338,398 Due to a company controlled by a major shareholder (a) 85,906 68,563 Due to a major shareholder (a) 39,707 37,022 Total due to related parties $ 1,196,798 $ 1,073,015 Note payable to the Chief Executive Officer (CEO) (c) $ 478,355 $ 312,797 Note payable to the Chief Financial Officer (CFO) (c) 13,724 12,672 Note payable to a major shareholder (c) 569,064 470,646 Note payable to a company controlled by directors (c) 157,232 136,970 Total notes payable to related parties $ 1,218,375 $ 933,085 (a) Amounts are unsecured, due on demand and bear no interest. (b) Amounts are unsecured, due on demand and bear interest at 10%. (c) Amounts are unsecured, due on demand and bear interest at 8%. During the year ended January 31, 2018, the Company accrued $84,809 (2017 - $65,563) in interest expense on the notes payable to related parties and $14,614 (2017 - $14,329) in interest expense on trade accounts payable with related parties. Transactions with Related Parties During the years ended January 31, 2018 and 2017, the Company incurred the following expenses with related parties: January 31, 2018 January 31, 2017 Consulting fees paid or accrued to a company owned by the CFO $ 60,000 $ 60,000 Rent fees paid or accrued to a company controlled by a major shareholder $ 10,245 $ 9,838 |
Unproved Mineral Properties Dis
Unproved Mineral Properties Disclosure | 12 Months Ended |
Jan. 31, 2018 | |
Notes | |
Unproved Mineral Properties Disclosure | NOTE 4 - UNPROVED MINERAL PROPERTIES Following are the schedules of the Companys unproved mineral properties as at January 31, 2018 and 2017: Mineral Claims at January 31, 2018 January 31, 2017 Additions/ Payments Property Taxes Paid/ Accrued Effect of foreign currency translation January 31, 2018 Farellon Project Farellon Alto 1-8 (1) $ 412,782 $ -- $ 282 $ 29,963 $ 443,027 Quina 80,315 25,000 3,790 8,040 117,145 Exeter 57,165 25,000 3,549 7,027 92,741 550,262 50,000 7,621 45,030 652,913 Perth Project 35,588 -- 3,300 2,815 41,703 Total Costs $ 585,850 $ 50,000 $ 10,921 $ 47,845 $ 694,616 (1) During the year ended January 31, 2018, the small scale mining operations carried out by a third-party on the Farellon Alto 1-8 property (the Farellon) were terminated, and as such the Company did not receive any royalty payments. In connection with the above, the Company had no obligation to make royalty payments to the original vendor of the Farellon. Mineral Claims at January 31, 2017 January 31, 2016 Additions/ Payments Property Taxes Paid/ Accrued Effect of foreign currency translation January 31, 2017 Farellon Project Farellon Alto 1-8 (1) $ 371,811 $ -- $ 3,307 $ 37,664 $ 412,782 Quina 48,160 25,000 1,683 5,472 80,315 Exeter 26,208 25,000 1,576 4,381 57,165 446,179 50,000 6,566 47,517 550,262 Perth Project 14,360 3,793 15,103 2,332 35,588 Total Costs $ 460,539 $ 53,793 $ 21,669 $ 49,849 $ 585,850 (1) During the year ended January 31, 2017, the Company received $29,890 in royalty payments from minerals extracted during the small scale mining operations that were carried out by a third-party; these payments were recorded as net royalty income. During the same period the Company paid $16,535 in royalty payments to the original vendor of the Farellon Alto 1-8. Farellon Project, Quina Claim On May 27, 2014, Polymet entered into a memorandum of understanding (the MOU) with an unrelated party to acquire an option to earn a 100% interest in two mining claims contiguous to the Farellon Property. On December 15, 2014, the MOU was superseded by an option agreement to earn 100% interest in one of the mining claims included in the MOU, Quina 1-56 (the Quina Claim). In order to acquire the 100% interest in the Quina Claim, the Company is required to pay a total of $150,000, which, at discretion of the Company, can be paid in a combination of shares of the Company and cash over four years, as detailed in the following schedule: Date Option Payment Shares Issued Upon execution of the option agreement (Execution date) (paid) $ 25,000 500,000 12 months subsequent to the Execution date (paid) 25,000 833,333 24 months subsequent to the Execution date (paid) 25,000 357,143 36 months subsequent to the Execution date (pad) 25,000 357,143 48 months subsequent to the Execution date 50,000 n/a Total $ 150,000 2,047,619 The number of shares to be issued for each option payment is determined based on the average trading price of the Companys shares during a 30-day period prior to the payment. All of the above payments shall be made only if the Company wishes to keep the option agreement in force and finally to exercise the option to purchase. In addition to the option payments, the Company agreed to pay a 1.5% royalty from net smelter returns (NSR) on the Quina Claim, which the Company can buy out for a one-time payment of $1,500,000 any time after acquiring 100% of the Quina Claim. Farellon Project, Exeter Claim On June 3, 2015, Polymet entered into an option agreement, made effective on June 15, 2015, with an unrelated party, to earn 100% interest in a mining exploration concession Exeter 1-54 (the Exeter Claim). In order to acquire 100% interest in the Exeter Claim, the Company is required to pay a total of $150,000 as outlined in the following schedule: Option Payment Upon execution of the option agreement (Execution date) (paid) $ 25,000 On or before May 12, 2016 (paid) 25,000 On or before May 12, 2017 (paid) 25,000 On or before May 12, 2018 25,000 On or before May 12, 2019 50,000 Total $ 150,000 All of the above payments shall be made only if the Company wishes to keep the option agreement in force and finally to exercise the option to purchase. In addition to the option payments, the Company agreed to pay a 1.5% NSR royalty on the Exeter Claim, which the Company may buy out for a one-time payment of $750,000 any time after acquiring 100% of the Exeter Claim. Should the Company choose to mine the Exeter Claim prior to acquiring the option, the Company will be obligated to pay a minimum monthly royalty of $2,500 up to 5,000 tonnes, and a further $0.25 for every additional tonne mined. |
Common Stock Disclosure
Common Stock Disclosure | 12 Months Ended |
Jan. 31, 2018 | |
Notes | |
Common Stock Disclosure | NOTE 5- COMMON STOCK On December 9, 2017, the Company issued 357,143 shares of its common stock with a fair value of $25,000 as consideration for the fourth option payment to acquire an interest in the Quina Claim (Note 4). On December 8, 2016, the Company issued 357,143 shares of its common stock with a fair value of $25,000 as consideration for the third option payment to acquire an interest in the Quina Claim (Note 4). Warrants At January 31, 2018 and 2017, the Company did not have any warrants issued and exercisable. Options On February 28, 2014, the Company granted options to purchase up to 1,200,000 shares of its common stock to certain officers, directors, consultants and employees. The Companys CEO, CFO, and Vice President of Exploration were each granted options to purchase up to 300,000 shares of the Companys common stock. The options vested upon grant and were exercisable at $0.15. All options expired unexercised on February 28, 2016. |
Income Taxes Disclosure
Income Taxes Disclosure | 12 Months Ended |
Jan. 31, 2018 | |
Notes | |
Income Taxes Disclosure | NOTE 6 - INCOME TAXES The provision for income taxes differs from the amount that would have resulted in applying the combined federal statutory tax rate as follows: January 31, 2018 January 31, 2017 Net loss $ (293,837) $ (309,480) Statutory income tax rate 21% 34% Expected in tax recovery at statutory income tax rates (62,000) (105,000) Permanent differences and other -- 42,000 Difference in foreign tax rates, foreign exchange, other (8,000) -- Change in tax rate 162,000 -- Adjustment to prior year provisions versus statutory tax returns 330,000 (116,000) Change in valuation allowance (422,000) 179,000 Income tax recovery $ -- $ -- Temporary differences that give rise to the following deferred tax assets and liabilities at are: January 31, 2018 January 31, 2017 Deferred tax assets (liabilities) Federal loss carry forwards $ 715,000 $ 1,179,000 Foreign loss carry forwards 877,000 1,065,000 Mineral properties 31,000 (199,000) 1,623,000 2,045,000 Valuation allowance (1,623,00) (2,045,000) $ -- $ -- The Company has approximately $3,400,000 of United States federal net operating loss carry forwards that may be offset against future taxable income. These losses may be carried forward indefinitely. The Company also has approximately $3,250,000 of Chilean tax losses. The Chilean tax losses can be carried forward indefinitely. |
Subsequent Events Disclosure
Subsequent Events Disclosure | 12 Months Ended |
Jan. 31, 2018 | |
Notes | |
Subsequent Events Disclosure | NOTE 7 - SUBSEQUENT EVENTS Subsequent to January 31, 2018, the Company entered into a number of loan agreements with Ms. Jeffs, the Companys CEO and President, for $15,788 (CAD$20,000) and $895. The loans are unsecured, due on demand, with interest payable at a rate of 8% per annum. On March 12, 2018, the Company accepted a subscription agreement for a total of 2,500,000 units of the Companys common stock at a price of $0.075 per unit for a total proceeds of $187,500. The units were issued on April 20, 2018. Each unit consisted of one common share of the Company and one share purchase warrant entitling a holder to purchase one additional common share for a period of two years after closing at an exercise price of $0.1875 per share. The Company may accelerate the expiration date of the warrants if the daily volume weighted average share price of the Companys common shares equals to or is greater than CAD$0.30 as posted on Canadian Securities Exchange, or USD$0.225 as posted on OTC Link alternative trading system (or such other stock exchange as the Companys common shares are then trading on) for ten consecutive trading days. |
Summary of Significant Accoun14
Summary of Significant Accounting Policies: Basis of Presentation (Policies) | 12 Months Ended |
Jan. 31, 2018 | |
Policies | |
Basis of Presentation | Basis of Presentation These consolidated financial statements and related notes are presented in accordance with US GAAP, and are expressed in United States dollars. The Company has not produced revenues from its principal business. These financial statements include the accounts of the Company and its subsidiary, Polymet. All intercompany transactions and balances have been eliminated. |
Summary of Significant Accoun15
Summary of Significant Accounting Policies: Reclassifications Policy (Policies) | 12 Months Ended |
Jan. 31, 2018 | |
Policies | |
Reclassifications Policy | Reclassifications Certain comparative amounts in the accompanying consolidated financial statements have been reclassified to conform to the current years presentation. These reclassifications had no effect on the consolidated results of operations or financial position for any year presented. |
Summary of Significant Accoun16
Summary of Significant Accounting Policies: Accounting Estimates (Policies) | 12 Months Ended |
Jan. 31, 2018 | |
Policies | |
Accounting Estimates | Accounting Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect certain of the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current facts, historical experience and various other factors it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Companys estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. The most significant estimates with regard to these financial statements relate to carrying values of unproved mineral properties, asset retirement obligations, fair value of stock based transactions, and recognition of deferred tax assets or liabilities. |
Summary of Significant Accoun17
Summary of Significant Accounting Policies: Fair Value of Financial Instruments (Policies) | 12 Months Ended |
Jan. 31, 2018 | |
Policies | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts reflected in the balance sheets for cash, prepaid and other receivables, accounts payable, and amounts due to related parties approximate the respective fair values due to the short maturities of these items. The Company does not hold any investments that are available-for-sale. The fair value hierarchy under US GAAP is based on the following three levels of inputs, of which the first two are considered observable and the last unobservable: Level 1 Level 2 Level 3 The Companys notes payable and notes payable to related parties are based on Level 2 inputs in the ASC 820 fair value hierarchy. The notes payable and notes payable to related parties accumulate interest at a rate of 8% per annum, which is a representative of current borrowing rates, as such the fair value of these instruments is equivalent to their carrying value. |
Summary of Significant Accoun18
Summary of Significant Accounting Policies: Asset Retirement Obligations (Policies) | 12 Months Ended |
Jan. 31, 2018 | |
Policies | |
Asset Retirement Obligations | Asset Retirement Obligations The Company records the fair value of an asset retirement obligation as a liability in the period in which it incurs an obligation associated with the retirement of tangible long-lived assets that result from the acquisition, construction, development and/or normal use of the assets. The estimated fair value of the asset retirement obligation is based on the current cost escalated at an inflation rate and discounted at a credit adjusted risk-free rate. This liability is capitalized as part of the cost of the related asset and amortized over its useful life. The liability accretes until the Company settles the obligation. To date the Company has not incurred any asset retirement obligations. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies: Long Lived Assets Policy (Policies) | 12 Months Ended |
Jan. 31, 2018 | |
Policies | |
Long Lived Assets Policy | Long Lived Assets The carrying value of long-lived assets, other than mineral properties, is reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies: Foreign Currency Translation and Transaction Policy (Policies) | 12 Months Ended |
Jan. 31, 2018 | |
Policies | |
Foreign Currency Translation and Transaction Policy | Foreign Currency Translation and Transaction The functional currency for the Company and the Companys foreign subsidiary is the US dollar and the Chilean peso, respectively. The Company translates assets and liabilities to US dollars using year-end exchange rates and translates revenues and expenses using average exchange rates during the period. Exchange gains and losses arising from the translation of foreign entity financial statements are included as a component of other comprehensive income (loss). Transactions denominated in currencies other than the functional currency of the legal entity are re-measured to the functional currency of the legal entity at the year-end exchange rates. Any associated transactional currency re-measurement gains and losses are recognized in current operations. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies: Income Taxes Policy (Policies) | 12 Months Ended |
Jan. 31, 2018 | |
Policies | |
Income Taxes Policy | Income Taxes Income taxes are determined using the liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes that date of enactment. In addition, a valuation allowance is established to reduce any deferred tax asset for which it is determined that it is more likely than not that some portion of the deferred tax asset will not be realized. The Company accounts for uncertainty in income taxes by applying a two-step method. First, it evaluates whether a tax position has met a more likely than not recognition threshold, and second, it measures that tax position to determine the amount of benefit, if any, to be recognized in the financial statements. The application of this method did not have a material effect on the Company's financial statements. |
Summary of Significant Accoun22
Summary of Significant Accounting Policies: Loss Per Share Policy (Policies) | 12 Months Ended |
Jan. 31, 2018 | |
Policies | |
Loss Per Share Policy | Loss per Share The Company presents both basic and diluted loss per share (LPS) on the face of the statements of operations. Basic LPS is computed by dividing net loss available to common shareholders by the weighted average number of shares outstanding during the year. Diluted LPS gives effect to all dilutive potential common shares outstanding during the period including convertible debt, stock options, and warrants, using the treasury stock method. Diluted LPS excludes all dilutive potential shares if their effect is anti-dilutive. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies: Mineral Properties Policy (Policies) | 12 Months Ended |
Jan. 31, 2018 | |
Policies | |
Mineral Properties Policy | Mineral Properties Acquisition costs (including option payments) and mineral property taxes are capitalized as mineral property costs. Mineral exploration costs are expensed as incurred until commercially mineable deposits are determined to exist within a particular property. Option payments are considered acquisition costs provided that the Company has the intention of exercising the underlying option. Property option agreements are exercisable entirely at the option of the optionee. Therefore, option payments (or recoveries) are recorded when payment is made (or received) and are not accrued. Mineral properties are tested for impairment if facts or circumstances indicate that impairment exists. Examples of such facts and circumstances are as follows: · · · · After technical feasibility and commercial viability of extracting a mineral resource are demonstrable the capitalized balance, net of any impairment recognized, is then reclassified to either tangible or intangible mine development assets according to the nature of the asset. Although the Company has taken steps that it considers adequate to verify title to mineral properties which it has an interest, these procedures do not guarantee the Companys title. Title to mineral properties in foreign jurisdictions is subject to uncertainty and consequently, such properties may be subject to prior undetected agreements or transfers and title may be affected by such instances. |
Summary of Significant Accoun24
Summary of Significant Accounting Policies: Equipment Policy (Policies) | 12 Months Ended |
Jan. 31, 2018 | |
Policies | |
Equipment Policy | Equipment Equipment is recorded at cost and is being amortized over its estimated useful lives using the declining balance method at 30% per year. |
Summary of Significant Accoun25
Summary of Significant Accounting Policies: Royalty Income Policy (Policies) | 12 Months Ended |
Jan. 31, 2018 | |
Policies | |
Royalty Income Policy | Royalty Income Royalty payments received from authorized contractors are recognized when the risks and rewards of ownership to delivered concentrate pass to the buyer and collection is reasonably assured. |
Summary of Significant Accoun26
Summary of Significant Accounting Policies: Stock Options and Other Share-based Compensation Policy (Policies) | 12 Months Ended |
Jan. 31, 2018 | |
Policies | |
Stock Options and Other Share-based Compensation Policy | Stock Options and Other Share-Based Compensation For equity awards, such as stock options, total compensation cost is based on the grant date fair value and for liability awards, such as stock appreciation rights, total compensation cost is based on the settlement value. The Company recognizes stock-based compensation expense for all awards over the service period required to earn the award, which is the shorter of the vesting period or the time period an employee becomes eligible to retain the award at retirement, adjusted for the expected rate of forfeiture of the equity awards granted. |
Summary of Significant Accoun27
Summary of Significant Accounting Policies: Recently Adopted Accounting Guidance (Policies) | 12 Months Ended |
Jan. 31, 2018 | |
Policies | |
Recently Adopted Accounting Guidance | Recently Adopted Accounting Guidance Recent accounting pronouncements issued by the Financial Accounting Standards Board or other authoritative standards groups with future effective dates are either not applicable or are not expected to be significant to the financial statements of the Company. |
Related-Party Transactions Di28
Related-Party Transactions Disclosure: Schedule of Related Party Transactions (Tables) | 12 Months Ended |
Jan. 31, 2018 | |
Tables/Schedules | |
Schedule of Related Party Transactions | January 31, 2018 January 31, 2017 Due to a company owned by an officer (a) $ 699,882 $ 629,032 Due to a company controlled by directors (b) 371,303 338,398 Due to a company controlled by a major shareholder (a) 85,906 68,563 Due to a major shareholder (a) 39,707 37,022 Total due to related parties $ 1,196,798 $ 1,073,015 Note payable to the Chief Executive Officer (CEO) (c) $ 478,355 $ 312,797 Note payable to the Chief Financial Officer (CFO) (c) 13,724 12,672 Note payable to a major shareholder (c) 569,064 470,646 Note payable to a company controlled by directors (c) 157,232 136,970 Total notes payable to related parties $ 1,218,375 $ 933,085 (a) Amounts are unsecured, due on demand and bear no interest. (b) Amounts are unsecured, due on demand and bear interest at 10%. (c) Amounts are unsecured, due on demand and bear interest at 8%. |
Related-Party Transactions Di29
Related-Party Transactions Disclosure: Schedule of Transactions with Related Parties (Tables) | 12 Months Ended |
Jan. 31, 2018 | |
Tables/Schedules | |
Schedule of Transactions with Related Parties | January 31, 2018 January 31, 2017 Consulting fees paid or accrued to a company owned by the CFO $ 60,000 $ 60,000 Rent fees paid or accrued to a company controlled by a major shareholder $ 10,245 $ 9,838 |
Unproved Mineral Properties D30
Unproved Mineral Properties Disclosure: Schedule of Unproved Propertiies (Tables) | 12 Months Ended |
Jan. 31, 2018 | |
Tables/Schedules | |
Schedule of Unproved Propertiies | Mineral Claims at January 31, 2018 January 31, 2017 Additions/ Payments Property Taxes Paid/ Accrued Effect of foreign currency translation January 31, 2018 Farellon Project Farellon Alto 1-8 (1) $ 412,782 $ -- $ 282 $ 29,963 $ 443,027 Quina 80,315 25,000 3,790 8,040 117,145 Exeter 57,165 25,000 3,549 7,027 92,741 550,262 50,000 7,621 45,030 652,913 Perth Project 35,588 -- 3,300 2,815 41,703 Total Costs $ 585,850 $ 50,000 $ 10,921 $ 47,845 $ 694,616 (1) During the year ended January 31, 2018, the small scale mining operations carried out by a third-party on the Farellon Alto 1-8 property (the Farellon) were terminated, and as such the Company did not receive any royalty payments. In connection with the above, the Company had no obligation to make royalty payments to the original vendor of the Farellon. Mineral Claims at January 31, 2017 January 31, 2016 Additions/ Payments Property Taxes Paid/ Accrued Effect of foreign currency translation January 31, 2017 Farellon Project Farellon Alto 1-8 (1) $ 371,811 $ -- $ 3,307 $ 37,664 $ 412,782 Quina 48,160 25,000 1,683 5,472 80,315 Exeter 26,208 25,000 1,576 4,381 57,165 446,179 50,000 6,566 47,517 550,262 Perth Project 14,360 3,793 15,103 2,332 35,588 Total Costs $ 460,539 $ 53,793 $ 21,669 $ 49,849 $ 585,850 (1) During the year ended January 31, 2017, the Company received $29,890 in royalty payments from minerals extracted during the small scale mining operations that were carried out by a third-party; these payments were recorded as net royalty income. During the same period the Company paid $16,535 in royalty payments to the original vendor of the Farellon Alto 1-8. |
Unproved Mineral Properties D31
Unproved Mineral Properties Disclosure: Schedule of Option Agreement Commitments, Quina Claim (Tables) | 12 Months Ended |
Jan. 31, 2018 | |
Tables/Schedules | |
Schedule of Option Agreement Commitments, Quina Claim | Date Option Payment Shares Issued Upon execution of the option agreement (Execution date) (paid) $ 25,000 500,000 12 months subsequent to the Execution date (paid) 25,000 833,333 24 months subsequent to the Execution date (paid) 25,000 357,143 36 months subsequent to the Execution date (pad) 25,000 357,143 48 months subsequent to the Execution date 50,000 n/a Total $ 150,000 2,047,619 |
Unproved Mineral Properties D32
Unproved Mineral Properties Disclosure: Schedule of Option Agreement Commitments, Exeter Claim (Tables) | 12 Months Ended |
Jan. 31, 2018 | |
Tables/Schedules | |
Schedule of Option Agreement Commitments, Exeter Claim | Option Payment Upon execution of the option agreement (Execution date) (paid) $ 25,000 On or before May 12, 2016 (paid) 25,000 On or before May 12, 2017 (paid) 25,000 On or before May 12, 2018 25,000 On or before May 12, 2019 50,000 Total $ 150,000 |
Income Taxes Disclosure_ Schedu
Income Taxes Disclosure: Schedule of Components of Income Tax Expense (Benefit) (Tables) | 12 Months Ended |
Jan. 31, 2018 | |
Tables/Schedules | |
Schedule of Components of Income Tax Expense (Benefit) | January 31, 2018 January 31, 2017 Net loss $ (293,837) $ (309,480) Statutory income tax rate 21% 34% Expected in tax recovery at statutory income tax rates (62,000) (105,000) Permanent differences and other -- 42,000 Difference in foreign tax rates, foreign exchange, other (8,000) -- Change in tax rate 162,000 -- Adjustment to prior year provisions versus statutory tax returns 330,000 (116,000) Change in valuation allowance (422,000) 179,000 Income tax recovery $ -- $ -- |
Income Taxes Disclosure_ Sche34
Income Taxes Disclosure: Schedule of Deferred Tax Assets and Liabilities (Tables) | 12 Months Ended |
Jan. 31, 2018 | |
Tables/Schedules | |
Schedule of Deferred Tax Assets and Liabilities | January 31, 2018 January 31, 2017 Deferred tax assets (liabilities) Federal loss carry forwards $ 715,000 $ 1,179,000 Foreign loss carry forwards 877,000 1,065,000 Mineral properties 31,000 (199,000) 1,623,000 2,045,000 Valuation allowance (1,623,00) (2,045,000) $ -- $ -- |
Organization and Basis of Pre35
Organization and Basis of Presentation (Details) - USD ($) | Jan. 31, 2018 | Jan. 31, 2017 | Aug. 21, 2007 |
Details | |||
Business acquisition, interest acquired | 99.00% | ||
Deficit | $ 9,129,238 | $ 8,835,401 |
Related-Party Transactions Di36
Related-Party Transactions Disclosure: Schedule of Related Party Transactions (Details) - USD ($) | Jan. 31, 2018 | Jan. 31, 2017 |
Due to related party | $ 1,196,798 | $ 1,073,015 |
Notes payable to related party | 1,218,375 | 933,085 |
Company Owned by Officer | ||
Due to related party | 699,882 | 629,032 |
Company Controlled by Directors | ||
Due to related party | 371,303 | 338,398 |
Notes payable to related party | 157,232 | 136,970 |
Company Controlled by Major Shareholder | ||
Due to related party | 85,906 | 68,563 |
Majority Shareholder | ||
Due to related party | 39,707 | 37,022 |
Notes payable to related party | 569,064 | 470,646 |
CEO | ||
Notes payable to related party | 478,355 | 312,797 |
CFO | ||
Notes payable to related party | $ 13,724 | $ 12,672 |
Related-Party Transactions Di37
Related-Party Transactions Disclosure (Details) - USD ($) | 12 Months Ended | |
Jan. 31, 2018 | Jan. 31, 2017 | |
Notes payable to related parties | ||
Interest accrued with related parties | $ 84,809 | $ 65,563 |
Trade accounts payable with related parties | ||
Interest accrued with related parties | $ 14,614 | $ 14,329 |
Related-Party Transactions Di38
Related-Party Transactions Disclosure: Schedule of Transactions with Related Parties (Details) - USD ($) | 12 Months Ended | |
Jan. 31, 2018 | Jan. 31, 2017 | |
Consulting fees paid or accrued, Company Owned by the CFO | ||
Related Party Transaction, Amounts of Transaction | $ 60,000 | $ 60,000 |
Rent fees paid or accrued, Company Controlled by Major Shareholder | ||
Related Party Transaction, Amounts of Transaction | $ 10,245 | $ 9,838 |
Unproved Mineral Properties D39
Unproved Mineral Properties Disclosure: Schedule of Unproved Propertiies (Details) - USD ($) | 12 Months Ended | ||
Jan. 31, 2018 | Jan. 31, 2017 | Jan. 31, 2016 | |
Mineral claims, balance | $ 694,616 | $ 585,850 | $ 460,539 |
Property taxes paid/accrued | 10,921 | 21,669 | |
Mineral claims, effect of foreign currency translation | 47,845 | 49,849 | |
Royalty payments received | 29,890 | ||
Royalty fees paid | 16,535 | ||
Farellon Project | |||
Mineral claims, balance | 652,913 | 550,262 | 446,179 |
Property taxes paid/accrued | 7,621 | 6,566 | |
Mineral claims, effect of foreign currency translation | 45,030 | 47,517 | |
Perth Project | |||
Mineral claims, balance | 41,703 | 35,588 | $ 14,360 |
Property taxes paid/accrued | 3,300 | 15,103 | |
Mineral claims, effect of foreign currency translation | $ 2,815 | $ 2,332 |
Unproved Mineral Properties D40
Unproved Mineral Properties Disclosure: Schedule of Option Agreement Commitments, Quina Claim (Details) - USD ($) | 12 Months Ended | |
Jan. 31, 2018 | Jan. 31, 2017 | |
Quina Claim Option | ||
Common stock issued for mineral properties | 357,143 | 357,143 |
24 months subsequent to the Execution date | ||
Option Payments Paid | $ 25,000 | |
36 months subsequent to the Execution date | ||
Option Payments Paid | $ 25,000 | |
48 months subsequent to the Execution date | ||
Option Payments Due | $ 50,000 |
Unproved Mineral Properties D41
Unproved Mineral Properties Disclosure: Schedule of Option Agreement Commitments, Exeter Claim (Details) | Jan. 31, 2018USD ($) |
On or before May 12, 2018 | |
Option Payments Due | $ 25,000 |
On or before May 12, 2019 | |
Option Payments Due | $ 50,000 |
Common Stock Disclosure (Detail
Common Stock Disclosure (Details) - USD ($) | 12 Months Ended | ||
Jan. 31, 2018 | Jan. 31, 2017 | Jan. 31, 2015 | |
Fair value of stock offered as consideration | $ 25,000 | $ 25,000 | |
Options granted | 1,200,000 | ||
Weighted average exercise price of options outstanding | $ 0.15 | ||
Quina Claim Option | |||
Common stock issued for mineral properties | 357,143 | 357,143 | |
Fair value of stock offered as consideration | $ 25,000 | $ 25,000 |
Income Taxes Disclosure_ Sche43
Income Taxes Disclosure: Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) | 12 Months Ended | |
Jan. 31, 2018 | Jan. 31, 2017 | |
Details | ||
Net loss | $ (293,837) | $ (309,480) |
Statutory income tax rate | 0.2100 | 0.3400 |
Expected in tax recovery at statutory income tax rates | (62,000) | (105,000) |
Permanent differences and other | 42,000 | |
Difference in foreign tax rates | (8,000) | |
Change in tax rate | 162,000 | |
Adjustment to prior year provisions versus statutory tax returns | 330,000 | (116,000) |
Change in valuation allowance | $ (422,000) | $ 179,000 |
Income Taxes Disclosure_ Sche44
Income Taxes Disclosure: Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Jan. 31, 2018 | Jan. 31, 2017 |
Details | ||
Federal loss carryforwards | $ 715,000 | $ 1,179,000 |
Foreign loss carryforwards | 877,000 | 1,065,000 |
Mineral properties deferred tax assets (liabilities) | 31,000 | (199,000) |
Deferred tax assets, gross | 1,623,000 | 2,045,000 |
Valuation allowance | $ (162,300) | $ (2,045,000) |
Income Taxes Disclosure (Detail
Income Taxes Disclosure (Details) | Jan. 31, 2018USD ($) |
Details | |
Federal net operating loss carry forwards | $ 3,400,000 |
Chilean tax losses carried forward | $ 3,250,000 |
Subsequent Events Disclosure (D
Subsequent Events Disclosure (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |
Mar. 12, 2018 | May 11, 2018 | Apr. 20, 2018 | |
Company's CEO and President - Loan 1 | |||
Loan from related party | $ 15,788 | ||
Company's CEO and President - Loan 2 | |||
Loan from related party | $ 895 | ||
Subscription Agreement, Common Stock and Warrant | |||
Shares of common stock issued | 2,500,000 | ||
Common stock issued for cash, proceeds | $ 187,500 | ||
Exercise price per warrant | $ 0.1875 |