Document and Entity Information
Document and Entity Information - CAD | 12 Months Ended | |
Jul. 31, 2017 | Oct. 27, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | Rise Gold Corp. | |
Entity Central Index Key | 1,424,864 | |
Document Type | S-1/A | |
Document Period End Date | Jul. 31, 2017 | |
Amendment Flag | true | |
Amendment Description | We advise that we are now trading on the OTCQB. We have made changes in the Amendment to reflect the upgrade of our shares from the OTC Pink to the OTCQB. We did not make the changes you requested in this comment because our shares are now traded on an established public trading market with respect to secondary at-the-market offerings for purposes of identifying the offering price on the prospectus cover page. | |
Current Fiscal Year End Date | --07-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Public Float | CAD 4,721,032 | |
Entity Common Stock, Shares Outstanding | 33,266,261 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2,017 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - CAD | Jul. 31, 2017 | Jul. 31, 2016 |
Current | ||
Cash | CAD 337,099 | CAD 139,021 |
Receivables | 18,083 | 20,021 |
Prepaid expenses | 165,118 | 9,566 |
Total Current Assets | 520,300 | 168,608 |
Mineral property | 3,789,854 | 563,031 |
Assets | 4,310,154 | 731,639 |
Current | ||
Accounts payable and accrued liabilities | 296,792 | 183,996 |
Loan from related parties | 38,079 | 43,214 |
Total Current Liabilities | 334,871 | 227,210 |
Stockholders' deficit | ||
Capital stock, $0.001 par value, 400,000,000 shares authorized; 66,707,655 (July 31, 2016 - 32,866,261) shares issued and outstanding (Note 9) | 66,708 | 32,867 |
Additional paid-in-capital | 10,103,162 | 2,475,194 |
Cumulative translation adjustment | (166,663) | (166,663) |
Deficit | (6,027,924) | (1,836,969) |
Total stockholders' deficit | 3,975,283 | 504,429 |
Total liabilities and stockholders' deficit | CAD 4,310,154 | CAD 731,639 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jul. 31, 2017 | Jul. 31, 2016 |
Balance Sheets | ||
Common Stock, Par Value | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 400,000,000 | 400,000,000 |
Common Stock, Shares Issued | 66,707,655 | 32,866,261 |
Common Stock, Shares Outstanding | 66,707,655 | 32,866,261 |
CONSOLIDATED STATEMENT OF OPERA
CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS - CAD | 12 Months Ended | |
Jul. 31, 2017 | Jul. 31, 2016 | |
EXPENSES | ||
Bad debt expense | CAD 7,126 | |
Consulting | 505,842 | 102,420 |
Directors fees | 17,288 | |
Filing and regulatory | 53,661 | 30,927 |
Foreign exchange | 6,931 | 1,959 |
Gain on settlement of payables | (12,355) | (41,982) |
General and administrative | 152,920 | 20,839 |
Geological, mineral, and prospect costs | 375,980 | |
Professional fees | 273,738 | 107,197 |
Promotion and shareholder communication | 983,851 | 10,408 |
Property investigation costs | 55,253 | 20,201 |
Salaries | 104,751 | 5,365 |
Share-based payments | 1,010,064 | 369,006 |
Settlement payment | 100,000 | |
Write off mineral property costs | 563,031 | |
Net loss and comprehensive loss for the year | CAD (4,190,955) | CAD (633,466) |
Basic and diluted loss per common share | CAD (0.08) | CAD (0.02) |
Weighted average number of common shares outstanding | 49,516,659 | 31,556,200 |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS - CAD | 12 Months Ended | |
Jul. 31, 2017 | Jul. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Loss for the year | CAD (4,190,955) | CAD (633,466) |
Items not involving cash | ||
Bad debt expense | 7,126 | |
Gain on settlement of payables | (12,355) | (41,982) |
Shares issued for compensation | 60,000 | |
Share-based payments | 1,010,064 | 369,006 |
Unrealized foreign exchange | (5,004) | 2,644 |
Write off mineral property costs | 563,031 | |
Non-cash working capital item changes: | ||
Receivables | 1,938 | (22,206) |
Prepayments | (155,552) | (9,566) |
Accounts payables and accrued liabilities and due to related parties | 24,592 | 52,145 |
Net cash used in operating activities | (2,704,241) | (276,299) |
CASH FLOWS FROM INVESTING ACTIVITY | ||
Mineral property | (3,605,854) | (80,000) |
Net cash provided by investing activities | (3,605,854) | (80,000) |
CASH FLOWS FROM FINANCING ACTIVITY | ||
Private placement | 6,662,907 | 605,000 |
Warrants exercised | 27,208 | 1,925 |
Options exercised | 60,000 | |
Share issuance costs | (241,942) | (83,105) |
Loan repayments | (46,500) | |
Net cash provided by financing activity | 6,508,173 | 477,320 |
Change in cash for the period | 198,078 | 121,021 |
Cash, beginning of period | 139,021 | 18,000 |
Cash, end of period | 337,099 | 139,021 |
Interest | ||
Income taxes |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) - CAD | Common Stock | Additional Paid-In Capital | Cumulative Translation Adjustment | Deficit | Total |
Beginning Balance at Jul. 31, 2015 | CAD 38,298 | CAD 1,157,868 | CAD (166,663) | CAD (1,203,503) | CAD (174,000) |
Beginning Balance, in shares at Jul. 31, 2015 | 38,297,197 | ||||
Shares issued for cash | CAD (13,000) | 13,000 | |||
Shares issued for cash, in shares | (13,000,186) | ||||
Shares surrender and cancellation | CAD 6,069 | 600,856 | 606,925 | ||
Shares surrender and cancellation, in shares | 6,069,250 | ||||
Shares issued for mineral property | CAD 1,500 | 238,500 | 240,000 | ||
Shares issued for mineral property, in shares | 1,500,000 | ||||
Cumulative translation adjustments | (117,502) | (117,502) | |||
Warrants issued for mineral property | 223,031 | 223,031 | |||
Warrants exercised | 1,925 | ||||
Share issuance costs | (127,067) | (127,067) | |||
Share-based payments | 369,006 | 369,006 | |||
Loss for the year | (633,466) | (633,466) | |||
Ending Balance at Jul. 31, 2016 | CAD 32,867 | 2,475,194 | (166,663) | (1,836,969) | 504,429 |
Ending Balance, in shares at Jul. 31, 2016 | 32,866,261 | ||||
Shares issued for cash | CAD 31,849 | 6,631,058 | 6,662,907 | ||
Shares issued for cash, in shares | 31,849,314 | ||||
Shares surrender and cancellation | CAD (13,000) | 13,000 | |||
Shares surrender and cancellation, in shares | (13,000,186) | ||||
Shares issued for mineral property | CAD 920 | 183,080 | 184,000 | ||
Shares issued for mineral property, in shares | 920,000 | ||||
Warrants issued for mineral property | 223,031 | 223,031 | |||
Shares issued for compensation | CAD 400 | 59,600 | 60,000 | ||
Shares issued for compensation, in shares | 400,000 | ||||
Warrants exercised | CAD 272 | 26,936 | 27,208 | ||
Warrants exercised, in shares | 272,080 | ||||
Options exercised | CAD 400 | 59,600 | 60,000 | ||
Options exercised, in shares | 400,000 | ||||
Share issuance costs | (342,370) | (342,370) | |||
Share-based payments | 1,010,064 | 1,010,064 | |||
Loss for the year | (4,190,955) | (4,190,955) | |||
Ending Balance at Jul. 31, 2017 | CAD 66,708 | CAD 10,103,162 | CAD (166,663) | CAD (6,027,924) | CAD 3,975,283 |
Ending Balance, in shares at Jul. 31, 2017 | 66,707,655 |
NATURE AND CONTINUANCE OF OPERA
NATURE AND CONTINUANCE OF OPERATIONS | 12 Months Ended |
Jul. 31, 2017 | |
Nature And Continuance Of Operations | |
NATURE AND CONTINUANCE OF OPERATIONS | 1. NATURE AND CONTINUANCE OF OPERATIONS Rise Gold Corp. (the “Company”) was originally incorporated as Atlantic Resources Inc. in the State of Nevada on February 9, 2007 and is in the exploration stage. On April 11, 2012, the Company merged its wholly-owned subsidiary, Patriot Minefinders Inc., a Nevada corporation, in and to the Company to effect a name change to Patriot Minefinders Inc. On January 14, 2015, the Company completed a name change to Rise Resources Inc. in the same manner. On April 7, 2017, the Company changed its name to Rise Gold Corp. These mergers were carried out solely for the purpose of effecting these changes of names. On February 16, 2015, the Company increased its authorized capital from 21,000,000 shares to 400,000,000 shares. On January 29, 2016, the Company completed an initial public offering in Canada and began trading on the Canadian Securities Exchange (“CSE”) on February 1, 2016. The Company is in the early stages of exploration and as is common with any exploration company, it raises financing for its acquisition activities. The accompanying condensed consolidated interim financial statements have been prepared on the going concern basis, which presumes that the Company will continue operations for the foreseeable future and will be able to realize assets and discharge liabilities in the normal course of business. The Company has incurred a loss of $4,190,955 for the year ended July 31, 2017 and has accumulated a deficit of $6,027,924. This raises substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to maintain continued support from its shareholders and creditors and to raise additional capital and implement its business plan. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. At July 31, 2017, the Company had working capital of $185,429. |
BASIS OF PREPARATION
BASIS OF PREPARATION | 12 Months Ended |
Jul. 31, 2017 | |
Basis Of Preparation | |
BASIS OF PREPARATION | 2. BASIS OF PREPARATION Generally accepted accounting principles These consolidated financial statements have been prepared in conformity with generally accepted accounting principles of the United States of America (“US GAAP”) for financial information with the instructions to Form 10-K and Regulation S-K. These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary Rise Grass Valley Inc. All significant intercompany accounts and transactions have been eliminated on consolidation. Use of Estimates The preparation of these financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant areas requiring the use of estimates include the carrying value and recoverability of mineral properties and the recognition of deferred tax assets based on the change in unrecognized deductible temporary tax differences. Actual results could differ from those estimates, and would impact future results of operations and cash flows. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Jul. 31, 2017 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | 3. SIGNIFICANT ACCOUNTING POLICIES Receivables The Company reviews all receivables that exceed terms and establishes an allowance for doubtful accounts based on management's assessment of the collectability of trade and other receivables. Mineral property The costs of acquiring mineral rights are capitalized at the date of acquisition. After acquisition, various factors can affect the recoverability of the capitalized costs. If, after review, management concludes that the carrying amount of a mineral property is impaired, it will be written down to estimated fair value. Exploration costs incurred on mineral properties are expensed as incurred. Development costs incurred on proven and probable reserves will be capitalized. Upon commencement of production, capitalized costs will be amortized using the unit-of-production method over the estimated life of the ore body based on proven and probable reserves (which exclude non-recoverable reserves and anticipated processing losses). When the Company receives an option payment related to a property, the proceeds of the payment are applied to reduce the carrying value of the exploration asset. Long-lived assets Long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. For purposes of evaluating the recoverability of long-lived assets, the recoverability test is performed using undiscounted net cash flows related to the long-lived assets. If such assets are considered to be impaired, the impairment recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. Asset retirement obligations The Company records the fair value of an asset retirement obligation as a liability in the period in which it incurs a legal obligation associated with the retirement of tangible long-lived assets that result from the acquisition, construction, development, and/or normal use of the long-lived assets. The Company also records a corresponding asset which is amortized over the life of the asset. Subsequent to the initial measurement of the asset retirement obligation, the obligation is adjusted at the end of each period to reflect the passage of time (accretion expense) and changes in the estimated future cash flows underlying the obligation (asset retirement cost). Loss per share Basic loss per common share is computed using the weighted average number of common shares outstanding during the year. To calculate diluted loss per share, the Company uses the treasury stock method and the if converted Financial instruments The Company’s financial instruments consist of cash, receivables, accounts payable and accrued liabilities, and due to related parties. It is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from its financial instruments. The fair values of these financial instruments approximate their carrying values unless otherwise noted. Fair value of financial assets and liabilities The Company measures the fair value of financial assets and liabilities based on US GAAP guidance which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The Company classifies financial assets and liabilities as held-for-trading, available-for-sale, held-to-maturity, loans and receivables or other financial liabilities depending on their nature. Financial assets and financial liabilities are recognized at fair value on their initial recognition, except for those arising from certain related party transactions which are accounted for at the transferor’s carrying amount or exchange amount. Financial assets and liabilities classified as held-for-trading are measured at fair value, with gains and losses recognized in net income. Financial assets classified as held-to-maturity, loans and receivables, and financial liabilities other than those classified as held-for-trading are measured at amortized cost, using the effective interest rate method of amortization. Financial assets classified as available-for-sale are measured at fair value, with unrealized gains and losses being recognized as other comprehensive income until realized, or if an unrealized loss is considered other than temporary, the unrealized loss is recorded in income. The following indicates the fair value hierarchy of the valuation techniques the Company utilizes to determine the fair value of financial assets that are measured at fair value on a recurring basis. Level 1 – Unadjusted quoted prices in active markets for identical assets and liabilities; Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and Level 3 – Inputs that are not based on observable market data. Financial instruments, including loan from related parties, and accounts payable and accrued liabilities are classified as other financial liabilities and are carried at cost, which management believes approximates fair value due to the short term nature of these instruments. Concentration of credit risk The financial instrument which potentially subjects the Company to concentration of credit risk is cash. The Company maintains cash in bank accounts that, at times, may exceed federally insured limits. As of July 31, 2017 and 2016, the Company has not exceeded the federally insured limit. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risks on its cash in bank accounts. Stock-based compensation The Company accounts for share-based compensation under the provisions of ASC 718, “Compensation-Stock Compensation”. Under the fair value recognition provisions, stock-based compensation expense is measured at the fair value of the consideration received, or the fair value of the equity instruments issued, or liabilities incurred, whichever is more reliably measured. Grant date for all stock-based awards to employees and directors and is recognized as an expense over the requisite service period, which is generally the vesting period. The Black-Scholes option valuation model is used to calculate fair value. The Company accounts for stock compensation arrangements with non-employees in accordance with ASC 718 which requires that such equity instruments are recorded at their fair value on the measurement date. The measurement of stock-based compensation is subject to periodic adjustment as the underlying equity instruments vest. Non-employee stock-based compensation charges are amortized over the vesting period on a straight-line basis. For stock options granted to employees, directors, and non-employees, the fair value of the stock options is estimated using a Black-Scholes valuation model. Income taxes The Company accounts for income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under the asset and liability method the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recognized if it is more likely than not that some portion or all of the deferred tax asset will not be recognized. Foreign exchange The functional currency of the Company and its subsidiary is the Canadian dollar. Any monetary assets and liabilities that are in a currency other than the Canadian dollar are translated at the rate prevailing at year end. Revenue and expenses in a foreign currency are translated at rates that approximate those in effect at the time of translation. Gains and losses from translation of foreign currency transactions into Canadian dollars are included in current results of operations. Recently adopted and recently issued accounting standards In November 2015, the FASB issued ASU No. 2015-17, “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes”. This ASU eliminates the current requirement to present deferred tax assets and liabilities as current and noncurrent amounts in a classified balance sheet and replaces it with a noncurrent classification of deferred tax assets and liabilities. The ASU applies to all entities and is effective for annual periods beginning after December 15, 2017, and interim periods thereafter, with early adoption permitted. The Company is currently evaluating the impact of adoption of this standard. In January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Liabilities”. This ASU amendment addresses aspects of recognition, measurement, presentation and disclosure of financial instruments. It affects investments in equity securities and the presentation of certain fair value changes for financial liabilities measured at fair value, and simplifies the impairment assessment of equity investments without a readily determinable fair value by requiring a qualitative assessment. The ASU applies to all entities and is effective for annual periods beginning after December 15, 2017, and interim periods thereafter, with early adoption permitted. The Company is currently evaluating the impact of adoption of this standard. Other than the above, the Company has determined that other significant newly issued accounting pronouncements are either not applicable to the Company’s business or that no material effect is expected on the financial statements as a result of future adoption. |
MINERAL PROPERTY OPTION
MINERAL PROPERTY OPTION | 12 Months Ended |
Jul. 31, 2017 | |
Extractive Industries [Abstract] | |
MINERAL PROPERTY OPTION | 4. MINERAL PROPERTY INTERESTS The Company’s mineral properties balance consists of: July 31, 2017 July 31, 2016 Klondike, British Columbia $ — $ 513,031 Indata, British Columbia — 50,000 Idaho-Maryland, California 3,789,854 — Total $ 3,789,854 $ 563,031 Title to mineral properties Title to mineral properties involves certain inherent risks due to the difficulties of determining the validity of certain mineral titles as well as the potential for problems arising from the frequently ambiguous conveying history characteristic of many mineral properties. As at July 31, 2017, the Company holds title to the Idaho-Maryland Gold Mine Property. Indata, British Columbia On May 18, 2015, the Company entered into an option agreement with Eastfield Resources Ltd., (“Eastfield”), pursuant to which Eastfield granted the Company the exclusive and irrevocable right to acquire up to a 75% interest in and to certain claims in the Indata property located in the Omineca Mining Division in British Columbia, Canada. In order to earn the initial 60% interest, the Company is required to pay Eastfield an aggregate of $350,000 ($50,000 paid to date) in cash and incur a minimum of $2,000,000 in aggregate exploration expenditures on the property by April 3, 2019. In order to earn the additional 15% interest, the Company is required to pay Eastfield $100,000 cash within 90 days of earning the 60% interest and incur a further $500,000 in aggregate annual exploration expenditures on the property until such time as the Company is able to complete a feasibility study on the property. As at July 31, 2017, the Company has incurred cumulative exploration expenditures of $4,035 on the Indata property. During the year ended July 31, 2017, the Company terminated its option agreement with Eastfield; accordingly, the Company has written off $50,000 in acquisition costs in relation to the Indata property as at July 31, 2017. Klondike, British Columbia On May 26, 2016, the Company entered into an agreement with Klondike Gold Corp. (“Klondike”) regarding the purchase of a portfolio of seven gold and base metal properties in southeast British Columbia. Under the agreement, within 60 days of signing, the Company paid Klondike $50,000 in cash, issued 1,500,000 shares of the Company’s common stock valued at $240,000, and issued 1,500,000 warrants valued at $223,031 (discount rate – 0.49%, volatility – 200.64%, expected life – 2 years, dividend yield – 0%), exercisable at $0.227 per share until July 13, 2018. On the one year anniversary of the first closing, the Company will pay Klondike $150,000 in cash, issue 2,000,000 shares of the Company’s common stock, and issue 1,000,000 warrants. Klondike will retain a 2% net smelter return royalty (“NSR”) and the Company will have the right to purchase 50% of the NSR for $1,000,000 at any time after the first closing. Each of the warrants is exercisable for a period of two years into one share of the Company’s common stock at a price that is a 20% premium to the 10-day volume-weighted average price of the stock on the CSE immediately prior to the date of issuance. As at July 31, 2017, the Company has incurred cumulative exploration expenditures of $10,408 on the Klondike properties. During the year ended July 31, 2017, the Company terminated the purchase agreement with Klondike and paid a settlement of $100,000 to Klondike; accordingly the Company has written off $513,031 in acquisition costs in relation to the Klondike properties as at July 31, 2017. Idaho-Maryland Gold Mine Property, California On August 30, 2016, the Company entered into an option agreement with three parties to purchase a 100% interest in and to the Idaho-Maryland Gold Mine property located near Grass Valley, California, United States; pursuant to the option agreement, in order to exercise the option, the Company must pay US$2,000,000 by November 30, 2016. Upon execution of the option agreement, the Company paid the vendors a non-refundable cash deposit in the amount of $32,758 (US$25,000), which will be credited against the purchase price of US$2,000,000 upon exercise of the option. On November 30, 2016, the Company negotiated an extension of the closing date of the option agreement to December 26, 2016, in return for a cash payment of $32,758 (US$25,000), which will be credited against the purchase price of US$2,000,000 upon exercise of the option. On December 28, 2016, the Company negotiated a further no-cost extension of the closing date of the option agreement to April 30, 2017. On January 25, 2017, the Company exercised the option by paying $2,588,625 (US$1,950,000), and acquired a 100% interest in the Idaho-Maryland Gold Mine property. In connection with the option agreement, the Company agreed to pay a cash commission of $184,000 (US$140,000) equal to 7 per cent of the purchase price of US$2,000,000; the commission was settled on January 25, 2017 through the issuance of 920,000 units valued at $0.20 per unit (Note 7). The Company also incurred additional transaction costs of $144,391, which have been included the carrying value of the Idaho-Maryland Gold Mine. On January 6, 2017, the Company entered into an option agreement with Sierra Pacific Industries Inc. (“Sierra”) to purchase a 100% interest in and to certain surface rights totalling approximately 82 acres located near Grass Valley, California, United States, contiguous to the Idaho-Maryland Gold Mine property acquired by the Company on January 25, 2017. Pursuant to the option agreement, in order to exercise the option, the Company must pay US$1,900,000 by March 31, 2017. Upon execution of the option agreement, the Company paid the vendors a non-refundable cash deposit in the amount of $132,732 (US$100,000), which will be credited against the purchase price of US$1,900,000 upon exercise of the option. On April 3, 2017, the Company negotiated an extension of the closing date of the option agreement to June 30, 2017, in return for a cash payment of $268,000 (US$200,000), at which time a payment of US$1,600,000 is due in order to exercise the option. On June 7, 2017, the Company negotiated an extension of the closing date of the option agreement to September 30, 2017, in return for a cash payment of $406,590 (US$300,000), at which time a payment of US$1,300,000 is due in order to exercise the option. As at July 31, 2017, the Company has incurred cumulative property investigation costs of $55,253 and cumulative exploration expenditures of $375,980 on the Idaho-Maryland Gold Mine property as follows: Year ended July 31, 2017 Idaho-Maryland Gold Mine expenditures: Consulting $ 287,411 Exploration 54,753 Rent 10,968 Supplies 4,020 Sampling 8,623 Travel 10,205 Total $ 375,980 |
CONTINGENCY
CONTINGENCY | 12 Months Ended |
Jul. 31, 2017 | |
Debt Disclosure [Abstract] | |
CONTINGENCY | 5. CONTINGENCY During the year ended July 31, 2014, the Company entered into a binding letter of intent (“LOI”) with Wundr Software Inc. (“Wundr”). Under the terms of the LOI, the Company would acquire 100% of the issued and outstanding common shares of Wundr. Due to unforeseen circumstances, the Company did not complete the transactions contemplated in the LOI, which the Company announced had expired on January 10, 2014. On September 17, 2014, the Company learned that it was the subject, along with a number of additional defendants, of a notice of civil claim (the “Claim”) filed in the Supreme Court of British Columbia by Wundr, under which Wundr is seeking general damages from the Company as well as damages for conspiracy to cause economic harm. None of the allegations contained in the Claim have been proven in court. Management has determined that the probability of the Claim resulting in an unfavourable outcome and financial loss to the Company is unlikely. |
BAD DEBT EXPENSE
BAD DEBT EXPENSE | 12 Months Ended |
Jul. 31, 2017 | |
Notes to Financial Statements | |
BAD DEBT EXPENSE | 6. BAD DEBT EXPENSE During the year ended July 31, 2016, the Company advanced to Skanderbeg Capital Partners Inc. a total of $7,126, which had been recorded in prepaid expenses to be applied to future rent expense (Note 7). As the Company moved its premises during the year ended July 31, 2017, management has assessed the recoverability of the amount and recorded an allowance for doubtful accounts of $7,126 for the year ended July 31, 2016. |
PROMISSORY NOTES PAYABLE
PROMISSORY NOTES PAYABLE | 12 Months Ended |
Jul. 31, 2017 | |
Notes to Financial Statements | |
PROMISSORY NOTES PAYABLE | 7. PROMISSORY NOTES PAYABLE During the year ended July 31, 2017, the Company issued promissory notes totalling $220,000, accruing interest in advance at 10% every three months, maturing on June 29, 2017. Subsequently, the Company and one promissory note holder agreed to reduce the interest rate to 7.2% and make an early repayment of principal of $100,000 and accrued interest of $7,200. The remaining principal of $120,000 and accrued interest of $12,000 was also repaid during the year ended July 31, 2017. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Jul. 31, 2017 | |
Related Party Transactions | |
RELATED PARTY TRANSACTIONS | 8. RELATED PARTY TRANSACTIONS Key management personnel consist of the Chief Executive Officer, Chief Financial Officer, and the directors of the Company. The remuneration of the key management personnel is as follows: a) Salaries of $135,000 (2016 - $5,000) to the CEO of the Company. b) Consulting fees of $32,119 (2016 - $30,000) to the former CEO of the Company. c) Consulting fees of $52,429 (2016 - $18,000) to the CFO of the Company, and consulting fees of $11,476 (2016 - $4,946) to a company in which the CFO holds a 50% interest. d) Consulting fees of $149,333 (2016 - $Nil) to a company controlled by a former director of the Company, and consulting fees of $11,476 (2016 - $4,946) to a company in which the former director holds a 50% interest; and e) Share-based payments of $885,375 (2016 - $246,004) to the CEO and directors of the Company. As at July 31, 2017, the Company has recorded loans from related parties of $38,079 (US$30,500) (2016 - $43,214 or US$33,099) representing advances made by a director and a former director and officer. The advances are due on demand without interest. As at July 31, 2017, included in due to related parties is $20,385 (2016 - $25,494) in accounts and advances payable and accrued liabilities to current and former officers and companies controlled by directors and officers of the Company. Included in general and administration expenses for the year ended July 31, 2017 is rent of $Nil (2016 - $7,128) paid to Skanderbeg Capital Partners Inc., a company that previously advised the Company’s management and performed promotional work for the Company. |
CAPITAL STOCK AND ADDITIONAL PA
CAPITAL STOCK AND ADDITIONAL PAID-IN-CAPITAL | 12 Months Ended |
Jul. 31, 2017 | |
Capital Stock And Additional Paid-in-capital | |
CAPITAL STOCK AND ADDITIONAL PAID-IN-CAPITAL | 9. CAPITAL STOCK AND ADDITIONAL PAID-IN-CAPITAL Issued Capital Stock On October 28, 2015, pursuant to a share surrender and cancellation agreement, the Company cancelled 13,000,186 shares of common stock surrendered to the Company, originally issued through the debt conversion agreements on February 11, 2015 and March 31, 2015. On January 29, 2016, the Company completed an initial public offering in Canada, issuing an aggregate of 6,050,000 shares of common stock at a price of $0.10 per share for gross proceeds of $605,000. In connection with the offering, the Company paid a cash commission of $48,400 and issued 484,000 finders’ warrants valued at $42,248 (discount rate – 0.43%, volatility – 215.3%, expected life – 2 years, dividend yield – 0%), exercisable at $0.10 per share for period of 24 months. The Company also paid the agent a corporate finance fee of $25,000 and incurred other share issuance costs of $53,667. On June 3, 2016, the Company issued 19,250 shares of common stock upon the exercise of finders’ warrants at a price of $0.10 per share. On July 18, 2016, the Company issued 1,500,000 shares of common stock at a price of $0.16 per share to Klondike pursuant to the Klondike properties purchase agreement (Note 4). On August 1, 2016, the Company issued 400,000 shares of common stock at a price of $0.15 per share to the Company’s CEO as compensation. The shares were valued at $60,000 on issuance and were recognized as consulting expense. On November 1, 2016 and November 7, 2016, the Company issued a total of On January 25, 2017, the Company issued 920,000 units valued at $0.20 per unit to an individual pursuant to a debt conversion by the individual in the amount of $184,000 (US$140,000), representing a cash commission equal to seven per cent of the US$2,000,000 purchase price of the Idaho-Maryland property (Note 4). Private Placements On December 23, 2016, the Company completed a non-brokered private placement, issuing an aggregate of 21,044,500 units at a price of $0.20 per unit for gross proceeds of $4,208,900. Each unit consists of one share of common stock and one transferable share purchase warrant exercisable into one share of common stock at a price of $0.40 for a period of two years from the date of issuance. In connection with the private placement, the Company paid finders fees of $218,410, other share issuance costs of $15,723, and issued a total of 1,104,300 finders’ warrants valued at $191,724 (discount rate – 0.76%, volatility – 179.53%, expected life – 2 years, dividend yield – 0%), exercisable into one share of common stock at a price of $0.40 for a period of two years from the date of issuance. On January 24, 2017, the Company completed a non-brokered private placement, issuing an aggregate of 1,340,000 units at a price of $0.20 per unit for gross proceeds of $268,000. Each unit consists of one share of common stock and one transferable share purchase warrant exercisable into one share of common stock at a price of $0.40 for a period of two years from the date of issuance. In connection with the private placement, the Company paid finders fees of $5,220 and issued a total of 26,100 finders’ warrants valued at $5,919 (discount rate – 0.76%, volatility – 175.85%, expected life – 2 years, dividend yield – 0%), exercisable into one share of common stock at a price of $0.40 for a period of two years from the date of issuance. On February 6, 2017, the Company completed a non-brokered private placement, issuing an aggregate of 455,000 units at a price of $0.25 per unit for gross proceeds of $113,750. Each unit consists of one share of common stock and one transferable share purchase warrant exercisable into one share of common stock at a price of $0.40 for a period of two years from the date of issuance. In connection with the private placement, the Company paid finders fees of $2,625 and issued a total of 10,500 finders’ warrants valued at $2,657 (discount rate – 0.70%, volatility – 175.86%, expected life – 2 years, dividend yield – 0%), exercisable into one share of common stock at a price of $0.40 for a period of two years from the date of issuance. On May 5, 2017, the Company completed a non-brokered private placement, issuing an aggregate of 9,009,814 units at a price of $0.23 per unit for gross proceeds of $2,072,257. Each unit consists of one share of common stock and one transferable share purchase warrant exercisable into one share of common stock at a price of $0.40 for a period of two years from the date of issuance. In connection with the private placement, the Company paid finders fees of $100,392 and issued a total of 436,488 finders’ warrants valued at $92,991 (discount rate – 0.67%, volatility – 170.28%, expected life – 2 years, dividend yield – 0%), exercisable into one share of common stock at a price of $0.40 for a period of two years from the date of issuance. Stock Options During the year ended July 31, 2017, the Company granted: a) a total of 2,729,142 stock options to the Company’s CEO, exercisable at a weighted average price of $0.23 per share for a period of five years; b) 500,000 incentive stock options to an investor relations consultant, each option exercisable into one share of common stock at a price of $0.33 until February 7, 2020; c) 500,000 stock options to a director of the Company, exercisable at a price of $0.27 per share until April 3, 2022; and d) 900,000 stock options to two directors of the Company, exercisable at a price of $0.28 per share until April 20, 2020. The following incentive stock options were outstanding at July 31, 2017: Number Exercise Expiry Date 1,100,000 $ 0.15 March 22, 2021 586,600 0.20 August 8, 2021 2,142,542 0.24 December 27, 2021 500,000 0.33 February 7, 2020 500,000 0.27 April 3, 2022 900,000 0.28 April 30, 2020 5,729,142 0.24 Stock option transactions are summarized as follows: Number of Options Weighted Average Exercise Price Balance, July 31, 2015 — $ — Options granted 2,700,000 0.15 Balance, July 31, 2016 2,700,000 $ 0.15 Options granted 4,629,142 0.26 Options exercised (400,000 ) (0.15 ) Options expired/forfeited (1,200,000 ) (0.15 ) Balance outstanding and exercisable, July 31, 2017 5,729,142 $ 0.24 Warrants The following warrants were outstanding at July 31, 2017: Number Exercise Expiry Date 192,670 $ 0.10 January 29, 2018 1,500,000 0.227 July 13, 2018 22,148,800 0.40 December 23, 2018 2,286,100 0.40 January 24, 2019 465,500 0.40 February 6, 2019 9,446,302 0.40 May 5, 2019 36,039,372 $ 0.39 Warrant transactions are summarized as follows: Number of Options Weighted Average Exercise Price Balance, July 31, 2015 — $ — Warrants issued 1,984,000 0.20 Warrants exercised (19,250 ) (0.10 ) Balance, July 31, 2016 1,964,750 $ 0.20 Warrants issued 34,346,702 0.40 Warrants exercised (272,080 ) (0.10 ) Balance outstanding, July 31, 2017 36,039,372 $ 0.39 During the year ended July 31, 2017, the Company issued a total of 1,577,388 (2016 – 484,000) finders’ warrants with a weighted average fair value of $0.19 (2016 - $0.09) per warrant. The following weighted average assumptions were used for the Black-Scholes option-pricing model valuation of finders’ warrants issued during the year: 2017 2016 Risk-free interest rate 0.73 % 0.43 % Expected life of warrants 2.0 years 2.0 years Expected annualized volatility 176.89 % 215.30 % Dividend Nil Nil Forfeiture rate 0 % 0 % Share-Based Payments The Company has a stock option plan under which it is authorized to grant options to executive officers and directors, employees and consultants enabling them to acquire up to 10% of the issued and outstanding common stock of the Company. Under the plan the exercise price of each option equals the market price of the Company’s stock, less any applicable discount, as calculated on the date of grant. The options can be granted for a maximum term of 5 years with vesting determined by the board of directors. During the year ended July 31, 2017, the Company granted 4,629,142 (2016 – 2,700,000) stock options with a weighted average fair value of $0.18 (2016 - $0.14). The Company recognized share-based payments expense of $1,010,064 (2016 - $369,006). The following weighted average assumptions were used for the Black-Scholes option-pricing model valuation of stock options granted during the year: 2017 2016 Risk-free interest rate 0.82 % 0.64 % Expected life of options 3.07 years 5.00 years Expected annualized volatility 128.23 % 151.50 % Dividend — — Forfeiture rate — — |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Jul. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 10. INCOME TAXES As of July 31, 2017, the Company had no accrued interest and penalties related to uncertain tax positions. The income tax provision differs from the amount of income tax determined by applying the U.S. federal and state income tax rates of 34% to pre-tax income from continuing operations for the years ended July 31, 2017 and 2016 is noted below. As management cannot determine that is more likely than not that the Company will realize the benefit of the net deferred tax asset, a valuation allowance equal to the net deferred tax asset has been recorded. A reconciliation of income taxes (recovery) at statutory rates with the reported taxes is as follows: 2017 2016 Loss before income taxes $ (4,190,955 ) $ (633,466 ) Expected income tax (recovery) at statutory tax rates $ (1,669,000 ) $ (215,000 ) Change in statutory, foreign tax, foreign exchange rates and other (181,000 ) — Permanent differences 496,000 186,000 Valuation allowance 1,354,000 29,000 Income tax recovery $ — $ — Significant components of deferred tax assets (liabilities) that have not been included on the Company’s balance sheet are as follows: 2017 2016 Deferred tax assets (liabilities): Mineral properties $ 58,000 $ (72,000 ) Net operating loss carry-forwards 1,857,000 632,000 Unrecognized deferred tax assets $ 1,915,000 $ 560,000 The Company has approximately $4,660,000 in net operating losses which may be carried forward and applied against taxable income in future years. Net operating loss carry-forwards, if not utilized, start to expire in 2033. The benefits of these losses and other tax assets have not been recognized in these financial statements. Tax attributes are subject to review and potential adjustments by tax authorities. |
SUPPLEMENTAL DISCLOSURE WITH RE
SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS | 12 Months Ended |
Jul. 31, 2017 | |
Supplemental Cash Flow Elements [Abstract] | |
SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS | 11. SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS During the year ended July 31, 2017, the Company: a) Issued 1,577,388 finders’ warrants valued at $241,942 (Note 9); b) Issued 920,000 units, each unit comprising one share of common stock and one share purchase warrant, valued at $184,000 pursuant to a debt conversion in relation to mineral property acquisition (Note 9); and c) Accrued $103,092 in share issuance costs through accounts payable and accrued liabilities. During the year ended July 31, 2016, the Company: a) Issued 1,500,000 shares of common stock at $0.16 per share, valued at $240,000 for mineral properties (Note 4); b) Issued 484,000 finders’ warrants valued at $42,248 (Note 9); c) Issued 1,500,000 warrants valued at $223,031 for mineral properties (Note 4); d) Cancelled 13,000,186 shares of common stock valued at $13,000, pursuant to a share surrender and cancellation agreement (Note 8); and e) Accrued $2,664 in share issuance costs through accounts payable and accrued liabilities. |
SEGMENTED INFORMATION
SEGMENTED INFORMATION | 12 Months Ended |
Jul. 31, 2017 | |
Segmented Information | |
SEGMENTED INFORMATION | 12. SEGMENTED INFORMATION The Company has two reportable segments, being the acquisition of exploration and evaluation assets located in British Columbia, Canada, and California, United States. |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 12 Months Ended |
Jul. 31, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENT | 13. SUBSEQUENT EVENTS Subsequent to July 31, 2017, the Company: a) Issued 417,184 units valued at $0.23 per unit to a third party pursuant to a debt conversion by the third party in the amount of $95,952, representing finders fees payable on the private placement which closed May 5, 2017. b) Negotiated a third extension of the closing date of the option agreement with Sierra (Note 4) to June 30, 2018 in return for cash payments as follows: US$300,000 by September 30, 2017 (paid), US$300,000 by December 30, 2017, US$300,000 by March 30, 2018, and a final payment of US$400,000 by June 30, 2018, which will be credited against the remaining purchase price of US$1,300,000. c) Completed a non-brokered private placement, issuing an aggregate of 7,077,140 units at a price of $0.15 per unit for gross proceeds of $1,061,571. Each unit consists of one share of common stock and one non-transferable share purchase warrant exercisable into one share of common stock at a price of $0.25 for a period of two years from the date of issuance. In connection with the private placement, the Company paid finders fees of $540 and issued a total of 3,600, exercisable into one share of common stock at a price of $0.25 for a period of two years from the date of issuance. |
BASIS OF PREPARATION (Policies)
BASIS OF PREPARATION (Policies) | 12 Months Ended |
Jul. 31, 2017 | |
Basis Of Preparation Policies | |
Generally accepted accounting principles | Generally accepted accounting principles These consolidated financial statements have been prepared in conformity with generally accepted accounting principles of the United States of America (“US GAAP”) for financial information with the instructions to Form 10-K and Regulation S-K. These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary Rise Grass Valley Inc. All significant intercompany accounts and transactions have been eliminated on consolidation. |
Use of Estimates | Use of Estimates The preparation of these financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant areas requiring the use of estimates include the carrying value and recoverability of mineral properties and the recognition of deferred tax assets based on the change in unrecognized deductible temporary tax differences. Actual results could differ from those estimates, and would impact future results of operations and cash flows. |
SIGNIFICANT ACCOUNTING POLICI21
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Jul. 31, 2017 | |
Accounting Policies [Abstract] | |
Receivables | Receivables The Company reviews all receivables that exceed terms and establishes an allowance for doubtful accounts based on management's assessment of the collectability of trade and other receivables. |
Mineral property | Mineral property The costs of acquiring mineral rights are capitalized at the date of acquisition. After acquisition, various factors can affect the recoverability of the capitalized costs. If, after review, management concludes that the carrying amount of a mineral property is impaired, it will be written down to estimated fair value. Exploration costs incurred on mineral properties are expensed as incurred. Development costs incurred on proven and probable reserves will be capitalized. Upon commencement of production, capitalized costs will be amortized using the unit-of-production method over the estimated life of the ore body based on proven and probable reserves (which exclude non-recoverable reserves and anticipated processing losses). When the Company receives an option payment related to a property, the proceeds of the payment are applied to reduce the carrying value of the exploration asset. |
Long-lived assets | Long-lived assets Long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. For purposes of evaluating the recoverability of long-lived assets, the recoverability test is performed using undiscounted net cash flows related to the long-lived assets. If such assets are considered to be impaired, the impairment recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. |
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 a legal obligation associated with the retirement of tangible long-lived assets that result from the acquisition, construction, development, and/or normal use of the long-lived assets. The Company also records a corresponding asset which is amortized over the life of the asset. Subsequent to the initial measurement of the asset retirement obligation, the obligation is adjusted at the end of each period to reflect the passage of time (accretion expense) and changes in the estimated future cash flows underlying the obligation (asset retirement cost). |
Loss per share | Loss per share Basic loss per common share is computed using the weighted average number of common shares outstanding during the year. To calculate diluted loss per share, the Company uses the treasury stock method and the if converted |
Financial instruments | Financial instruments The Company’s financial instruments consist of cash, receivables, accounts payable and accrued liabilities, and due to related parties. It is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from its financial instruments. The fair values of these financial instruments approximate their carrying values unless otherwise noted. |
Fair value of financial assets and liabilities | Fair value of financial assets and liabilities The Company measures the fair value of financial assets and liabilities based on US GAAP guidance which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The Company classifies financial assets and liabilities as held-for-trading, available-for-sale, held-to-maturity, loans and receivables or other financial liabilities depending on their nature. Financial assets and financial liabilities are recognized at fair value on their initial recognition, except for those arising from certain related party transactions which are accounted for at the transferor’s carrying amount or exchange amount. Financial assets and liabilities classified as held-for-trading are measured at fair value, with gains and losses recognized in net income. Financial assets classified as held-to-maturity, loans and receivables, and financial liabilities other than those classified as held-for-trading are measured at amortized cost, using the effective interest rate method of amortization. Financial assets classified as available-for-sale are measured at fair value, with unrealized gains and losses being recognized as other comprehensive income until realized, or if an unrealized loss is considered other than temporary, the unrealized loss is recorded in income. The following indicates the fair value hierarchy of the valuation techniques the Company utilizes to determine the fair value of financial assets that are measured at fair value on a recurring basis. Level 1 – Unadjusted quoted prices in active markets for identical assets and liabilities; Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and Level 3 – Inputs that are not based on observable market data. Financial instruments, including loan from related parties, and accounts payable and accrued liabilities are classified as other financial liabilities and are carried at cost, which management believes approximates fair value due to the short term nature of these instruments. |
Concentration of credit risk | Concentration of credit risk The financial instrument which potentially subjects the Company to concentration of credit risk is cash. The Company maintains cash in bank accounts that, at times, may exceed federally insured limits. As of July 31, 2017 and 2016, the Company has not exceeded the federally insured limit. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risks on its cash in bank accounts. |
Stock-based compensation | Stock-based compensation The Company accounts for share-based compensation under the provisions of ASC 718, “Compensation-Stock Compensation”. Under the fair value recognition provisions, stock-based compensation expense is measured at the fair value of the consideration received, or the fair value of the equity instruments issued, or liabilities incurred, whichever is more reliably measured. Grant date for all stock-based awards to employees and directors and is recognized as an expense over the requisite service period, which is generally the vesting period. The Black-Scholes option valuation model is used to calculate fair value. The Company accounts for stock compensation arrangements with non-employees in accordance with ASC 718 which requires that such equity instruments are recorded at their fair value on the measurement date. The measurement of stock-based compensation is subject to periodic adjustment as the underlying equity instruments vest. Non-employee stock-based compensation charges are amortized over the vesting period on a straight-line basis. For stock options granted to employees, directors, and non-employees, the fair value of the stock options is estimated using a Black-Scholes valuation model. |
Income taxes | Income taxes The Company accounts for income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under the asset and liability method the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recognized if it is more likely than not that some portion or all of the deferred tax asset will not be recognized. |
Foreign exchange | Foreign exchange The functional currency of the Company and its subsidiary is the Canadian dollar. Any monetary assets and liabilities that are in a currency other than the Canadian dollar are translated at the rate prevailing at year end. Revenue and expenses in a foreign currency are translated at rates that approximate those in effect at the time of translation. Gains and losses from translation of foreign currency transactions into Canadian dollars are included in current results of operations. |
Recent accounting pronouncements | Recently adopted and recently issued accounting standards In November 2015, the FASB issued ASU No. 2015-17, “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes”. This ASU eliminates the current requirement to present deferred tax assets and liabilities as current and noncurrent amounts in a classified balance sheet and replaces it with a noncurrent classification of deferred tax assets and liabilities. The ASU applies to all entities and is effective for annual periods beginning after December 15, 2017, and interim periods thereafter, with early adoption permitted. The Company is currently evaluating the impact of adoption of this standard. In January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Liabilities”. This ASU amendment addresses aspects of recognition, measurement, presentation and disclosure of financial instruments. It affects investments in equity securities and the presentation of certain fair value changes for financial liabilities measured at fair value, and simplifies the impairment assessment of equity investments without a readily determinable fair value by requiring a qualitative assessment. The ASU applies to all entities and is effective for annual periods beginning after December 15, 2017, and interim periods thereafter, with early adoption permitted. The Company is currently evaluating the impact of adoption of this standard. Other than the above, the Company has determined that other significant newly issued accounting pronouncements are either not applicable to the Company’s business or that no material effect is expected on the financial statements as a result of future adoption. |
MINERAL PROPERTY INTERESTS (Tab
MINERAL PROPERTY INTERESTS (Tables) | 12 Months Ended |
Jul. 31, 2017 | |
Mineral Property Interests Tables | |
Schedule of Mineral Properties | The Company’s mineral properties balance consists of: July 31, 2017 July 31, 2016 Klondike, British Columbia $ — $ 513,031 Indata, British Columbia — 50,000 Idaho-Maryland, California 3,789,854 — Total $ 3,789,854 $ 563,031 |
Schedule of Idaho-Maryland Gold Mine expenditures | Year ended July 31, 2017 Idaho-Maryland Gold Mine expenditures: Consulting $ 287,411 Exploration 54,753 Rent 10,968 Supplies 4,020 Sampling 8,623 Travel 10,205 Total $ 375,980 |
CAPITAL STOCK AND ADDITIONAL 23
CAPITAL STOCK AND ADDITIONAL PAID-IN-CAPITAL (Tables) | 12 Months Ended |
Jul. 31, 2017 | |
Capital Stock And Additional Paid-in-capital Tables | |
Schedule of Stock Option Outstanding | The following incentive stock options were outstanding at July 31, 2017: Number Exercise Expiry Date 1,100,000 $ 0.15 March 22, 2021 586,600 0.20 August 8, 2021 2,142,542 0.24 December 27, 2021 500,000 0.33 February 7, 2020 500,000 0.27 April 3, 2022 900,000 0.28 April 30, 2020 5,729,142 0.24 Stock option transactions are summarized as follows: Number of Options Weighted Average Exercise Price Balance, July 31, 2015 — $ — Options granted 2,700,000 0.15 Balance, July 31, 2016 2,700,000 $ 0.15 Options granted 4,629,142 0.26 Options exercised (400,000 ) (0.15 ) Options expired/forfeited (1,200,000 ) (0.15 ) Balance outstanding and exercisable, July 31, 2017 5,729,142 $ 0.24 |
Schedule of Stock Warrants Outstanding | The following warrants were outstanding at July 31, 2017: Number Exercise Expiry Date 192,670 $ 0.10 January 29, 2018 1,500,000 0.227 July 13, 2018 22,148,800 0.40 December 23, 2018 2,286,100 0.40 January 24, 2019 465,500 0.40 February 6, 2019 9,446,302 0.40 May 5, 2019 36,039,372 $ 0.39 Number of Options Weighted Average Exercise Price Balance, July 31, 2015 — $ — Warrants issued 1,984,000 0.20 Warrants exercised (19,250 ) (0.10 ) Balance, July 31, 2016 1,964,750 $ 0.20 Warrants issued 34,346,702 0.40 Warrants exercised (272,080 ) (0.10 ) Balance outstanding, July 31, 2017 36,039,372 $ 0.39 |
Schedule of stock option granted during the year | The following weighted average assumptions were used for the Black-Scholes option-pricing model valuation of finders’ warrants issued during the year: 2017 2016 Risk-free interest rate 0.73 % 0.43 % Expected life of warrants 2.0 years 2.0 years Expected annualized volatility 176.89 % 215.30 % Dividend Nil Nil Forfeiture rate 0 % 0 % The following weighted average assumptions were used for the Black-Scholes option-pricing model valuation of stock options granted during the year: 2017 2016 Risk-free interest rate 0.82 % 0.64 % Expected life of options 3.07 years 5.00 years Expected annualized volatility 128.23 % 151.50 % Dividend — — Forfeiture rate — — |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Jul. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income taxes statutory rates | A reconciliation of income taxes (recovery) at statutory rates with the reported taxes is as follows: 2017 2016 Loss before income taxes $ (4,190,955 ) $ (633,466 ) Expected income tax (recovery) at statutory tax rates $ (1,669,000 ) $ (215,000 ) Change in statutory, foreign tax, foreign exchange rates and other (181,000 ) — Permanent differences 496,000 186,000 Valuation allowance 1,354,000 29,000 Income tax recovery $ — $ — |
Schedule of Deferred Tax Assets | Significant components of deferred tax assets (liabilities) that have not been included on the Company’s balance sheet are as follows: 2017 2016 Deferred tax assets (liabilities): Mineral properties $ 58,000 $ (72,000 ) Net operating loss carry-forwards 1,857,000 632,000 Unrecognized deferred tax assets $ 1,915,000 $ 560,000 |
NATURE AND CONTINUANCE OF OPE25
NATURE AND CONTINUANCE OF OPERATIONS (Details Narrative) - CAD | 12 Months Ended | ||
Jul. 31, 2017 | Jul. 31, 2016 | Feb. 16, 2015 | |
Nature And Continuance Of Operations Details Narrative | |||
Loss for the period | CAD 4,190,955 | CAD 633,466 | |
Accumulated Deficit | 6,027,924 | CAD 1,836,969 | |
Working capital deficiency | CAD 185,429 | ||
Authorized Capital of Company | 400,000,000 | 400,000,000 | 400,000,000 |
MINERAL PROPERTIES (Details)
MINERAL PROPERTIES (Details) - CAD | Jul. 31, 2017 | Jul. 31, 2016 |
Mineral Property | CAD 3,789,854 | CAD 563,031 |
Klondike, British Columbia | ||
Mineral Property | 513,031 | |
Indata, British Columbia | ||
Mineral Property | 50,000 | |
Idaho-Maryland, California | ||
Mineral Property | CAD 3,789,854 |
MINERAL PROPERTIES (Details 2)
MINERAL PROPERTIES (Details 2) - CAD | 12 Months Ended | |
Jul. 31, 2017 | Jul. 31, 2016 | |
Mineral Property Expenses | CAD (3,605,854) | CAD (80,000) |
Idaho-Maryland Gold Mine [Member] | ||
Consulting | 287,411 | |
Exploration | 54,753 | |
Rent | 10,968 | |
Supplies | 4,020 | |
Sampling | 8,623 | |
Travel | 10,205 | |
Mineral Property Expenses | CAD 375,980 |
BAD DEBT EXPENSE (Details Narra
BAD DEBT EXPENSE (Details Narrative) - CAD | 12 Months Ended | |
Jul. 31, 2017 | Jul. 31, 2016 | |
Debt Disclosure [Abstract] | ||
Bad debt expense | CAD 7,126 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - CAD | 12 Months Ended | |
Jul. 31, 2017 | Jul. 31, 2016 | |
Related Party Transactions (Textual) [Abstract] | ||
Salaries | CAD 104,751 | CAD 5,365 |
Share Based Compensation | 60,000 | |
Chief Executive Officer [Member] | ||
Related Party Transactions (Textual) [Abstract] | ||
Salaries | 135,000 | 5,000 |
Formar Ceo [Member] | ||
Related Party Transactions (Textual) [Abstract] | ||
Consulting fees | 32,119 | 30,000 |
Chief Financial Officer [Member] | ||
Related Party Transactions (Textual) [Abstract] | ||
Consulting fees | 52,429 | 18,000 |
Former CEO, CFO and Director [Member] | ||
Related Party Transactions (Textual) [Abstract] | ||
Share Based Compensation | CAD 885,375 | CAD 246,004 |
CAPITAL STOCK AND ADDITIONAL 30
CAPITAL STOCK AND ADDITIONAL PAID-IN-CAPITAL (Details) | 12 Months Ended |
Jul. 31, 2017CAD / sharesshares | |
Stock Option [Member] | |
Number of Shares | shares | 1,100,000 |
Exercise Price | CAD / shares | CAD 0.15 |
Expiry Date | Mar. 22, 2021 |
Stock Option [Member] | |
Number of Shares | shares | 586,600 |
Exercise Price | CAD / shares | CAD 0.20 |
Expiry Date | Aug. 8, 2021 |
Stock Option [Member] | |
Number of Shares | shares | 2,142,542 |
Exercise Price | CAD / shares | CAD 0.24 |
Expiry Date | Dec. 27, 2021 |
Stock Option [Member] | |
Number of Shares | shares | 500,000 |
Exercise Price | CAD / shares | CAD 0.33 |
Expiry Date | Feb. 7, 2020 |
Stock Option [Member] | |
Number of Shares | shares | 500,000 |
Exercise Price | CAD / shares | CAD 0.27 |
Expiry Date | Apr. 3, 2022 |
Stock Option [Member] | |
Number of Shares | shares | 900,000 |
Exercise Price | CAD / shares | CAD 0.28 |
Expiry Date | Apr. 30, 2020 |
Stock Option [Member] | |
Number of Shares | shares | 5,729,142 |
Exercise Price | CAD / shares | CAD .24 |
Warrant [Member] | |
Number of Shares | shares | 192,670 |
Exercise Price | CAD / shares | CAD 0.10 |
Expiry Date | Jan. 29, 2018 |
Warrant [Member] | |
Number of Shares | shares | 1,500,000 |
Exercise Price | CAD / shares | CAD 0.227 |
Expiry Date | Jul. 13, 2018 |
Warrant [Member] | |
Number of Shares | shares | 22,148,800 |
Exercise Price | CAD / shares | CAD 0.40 |
Expiry Date | Dec. 23, 2018 |
Warrant [Member] | |
Number of Shares | shares | 2,286,100 |
Exercise Price | CAD / shares | CAD 0.40 |
Expiry Date | Jan. 24, 2019 |
Warrant [Member] | |
Number of Shares | shares | 465,500 |
Exercise Price | CAD / shares | CAD 0.40 |
Expiry Date | Feb. 6, 2019 |
Warrant [Member] | |
Number of Shares | shares | 9,446,302 |
Exercise Price | CAD / shares | CAD 0.40 |
Expiry Date | May 5, 2019 |
Warrant [Member] | |
Number of Shares | shares | 36,039,372 |
Exercise Price | CAD / shares | CAD 0.39 |
CAPITAL STOCK AND ADDITIONAL 31
CAPITAL STOCK AND ADDITIONAL PAID-IN-CAPITAL (Details 2) | 12 Months Ended | |
Jul. 31, 2017 | Jul. 31, 2016 | |
Stock Option [Member] | ||
Risk-free interest rate | 0.82% | 0.64% |
Expected life of options | 3 years 25 days | 5 years |
Expected annualized volatility | 128.23% | 151.50% |
Warrant [Member] | ||
Risk-free interest rate | 0.73% | 0.43% |
Expected life of options | 2 years | 2 years |
Expected annualized volatility | 176.89% | 215.30% |
CAPITAL STOCK AND ADDITIONAL 32
CAPITAL STOCK AND ADDITIONAL PAID-IN-CAPITAL (Details 3) - CAD / shares | 12 Months Ended | |
Jul. 31, 2017 | Jul. 31, 2016 | |
Stock Option [Member] | ||
Number of Options/Warrants | ||
Beginning Balance | 2,700,000 | |
Options granted | 4,629,142 | 2,700,000 |
Options exercised | (400,000) | |
Options expired/forfeited | (1,200,000) | |
Ending Balance | 5,729,142 | 2,700,000 |
Balance outstanding and exercisable | 5,729,142 | |
Weighted Average Exercise Price | ||
Beginning Balance | CAD .15 | |
Options granted | .26 | .15 |
Options exercised | (.15) | |
Options expired/forfeited | (.15) | |
Ending Balance | .24 | CAD .15 |
Balance outstanding and exercisable | CAD .24 | |
Warrant [Member] | ||
Number of Options/Warrants | ||
Beginning Balance | 1,964,750 | |
Options granted | 34,346,702 | 1,984,000 |
Options exercised | (272,080) | (19,250) |
Ending Balance | 36,039,372 | 1,964,750 |
Weighted Average Exercise Price | ||
Beginning Balance | CAD .20 | |
Options granted | .40 | .20 |
Options exercised | .10 | (.10) |
Ending Balance | .39 | CAD .20 |
Balance outstanding and exercisable | CAD 0.39 |
INCOME TAXES (Details)
INCOME TAXES (Details) - CAD | 12 Months Ended | |
Jul. 31, 2017 | Jul. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Loss before income taxes | CAD (4,190,955) | CAD (633,466) |
Expected income tax (recovery) at statutory tax rates | (1,669,000) | (215,000) |
Change in statutory, foreign tax, foreign exchange rates and other | (181,000) | |
Permanent differences | 496,000 | 186,000 |
Valuation allowance | 1,354,000 | 29,000 |
Income tax recovery |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) - CAD | Jul. 31, 2017 | Jul. 31, 2016 |
Income Tax Disclosure [Abstract] | ||
Mineral properties | CAD 58,000 | CAD (72,000) |
Net operating loss carry-forwards | 1,857,000 | 632,000 |
Unrecognized deferred tax assets | CAD 1,915,000 | CAD 560,000 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | 12 Months Ended |
Jul. 31, 2017CAD | |
Income Tax Disclosure [Abstract] | |
Operating Loss | CAD 4,660,000 |