UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2024 & 2023
MANAGEMENT'S RESPONSIBILITY FOR
FINANCIAL REPORTING
The accompanying unaudited condensed interim consolidated financial statements of US Copper Corp. (the "Company") are the responsibility of the management and Board of Directors of the Company.
The unaudited condensed interim consolidated financial statements have been prepared by management, on behalf of the Board of Directors, in accordance with the accounting policies disclosed in the notes to the unaudited condensed interim consolidated financial statements. Where necessary, management has made informed judgments and estimates in accounting for transactions which were not complete at the statement of financial position date. In the opinion of management, the unaudited condensed interim consolidated financial statements have been prepared within acceptable limits of materiality and are in accordance with International Accounting Standard 34 Interim Financial Reporting of International Financial Reporting Standards using accounting policies consistent with International Financial Reporting Standards appropriate in the circumstances.
Management has established systems of internal control over the financial reporting process, which are designed to provide reasonable assurance that relevant and reliable financial information is produced.
The Board of Directors is responsible for reviewing and approving the unaudited condensed interim consolidated financial statements together with other financial information of the Company and for ensuring that management fulfills its financial reporting responsibilities. An Audit Committee assists the Board of Directors in fulfilling this responsibility. The Audit Committee meets with management to review the financial reporting process and the unaudited condensed interim consolidated financial statements together with other financial information of the Company. The Audit Committee reports its findings to the Board of Directors for its consideration in approving the unaudited condensed interim consolidated financial statements together with other financial information of the Company for issuance to the shareholders.
Management recognizes its responsibility for conducting the Company's affairs in compliance with established financial standards, and applicable laws and regulations, and for maintaining proper standards of conduct for its activities.
"Stephen Dunn" (signed) | "Rich Morrow" (signed) | |
Chief Executive Officer | Chief Financial Officer |
NOTICE TO READER
The accompanying unaudited condensed interim consolidated financial statements of the Company have been prepared by and are the responsibility of management. The unaudited condensed interim consolidated financial statements for the three and six month periods ended June 30, 2024 and 2023 have not been reviewed by the Company's auditors.
US COPPER CORP.
Unaudited Condensed Interim Consolidated Statements of Financial Position
(Expressed in Canadian dollars)
June 30, 2024 December 31, 2023 | ||
As at, | $ | $ |
ASSETS | ||
Current | ||
Cash and cash equivalents (Note 5) | 250,176 | 581,096 |
Marketable securities (Note 6) | 58,500 | 89,250 |
Other receivables (Note 7) | 5,710 | 5,426 |
314,386 | 675,772 | |
Capital assets (Note 8) | 25,286 | 28,096 |
Total assets | 339,672 | 703,868 |
LIABILITIES | ||
Current | 36,955 | 69,782 |
Trade and other payables (Notes 9 and 11) | ||
Total liabilities | 36,955 | 69,782 |
EQUITY | 16,975,283 | 16,975,283 |
Share capital (Note 12 (a)) | ||
Reserve for warrants (Note 13) | 580,600 | 580,600 |
Reserve for share based payments (Note 14) | 3,649,186 | 3,649,186 |
Accumulated deficit | (20,902,352) | (20,570,983) |
Total equity | 302,717 | 634,086 |
Total liabilities and equity | 339,672 | 703,868 |
Nature of Operations and Going Concern (Note 1) | ||
Commitments and Contingencies (Note 10) | ||
Subsequent Events (Note 16) |
Approved on behalf of the Board of Directors on August 29, 2024:
"Stephen Dunn" (signed) | "James Fairbairn" (signed) | |
Director | Director |
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements
US COPPER CORP.
Unaudited Condensed Interim Consolidated Statements of Loss and Comprehensive Loss
(Expressed in Canadian dollars)
Three Months | Six Months | |||
2024 | 2023 | 2024 | 2023 | |
For the periods ended June 30, | $ | $ | $ | $ |
Professional fees | 13,000 | 12,000 | 26,000 | 24,240 |
Management and consulting fees (Note 11) | 15,000 | 15,000 | 30,000 | 30,000 |
Office, general and administration | 28,617 | 26,305 | 39,018 | 16,429 |
Investor relations, promotion and travel | 12,015 | 17,070 | 19,457 | 24,036 |
Exploration and evaluation expenditures (Note 10) | 97,390 | 472,801 | 186,144 | 583,849 |
166,022 | 543,176 | 300,619 | 678,554 | |
Change of fair value on marketable securities (Note 6) | 6,750 | - | 30,750 | - |
Net loss and comprehensive loss | 172,772 | 543,176 | 331,369 | 678,554 |
Loss per share - basic and diluted | 0.00 | 0.00 | 0.00 | 0.01 |
Weighted average number | 115,155 | 114,297 | 115,155 | 113,232 |
of common shares - basic and diluted (000's) | ||||
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements
US COPPER CORP.
Unaudited Condensed Interim Consolidated Statements of Changes in Equity
(Expressed in Canadian dollars)
Share Capital | Reserves | |||||||||
Number of | Share based | Accumulated | ||||||||
shares | Amount | Warrants | payments | deficit | Total | |||||
Balance at December 31, 2022 | 112,154,62 | $ 16,813,483 | $ | 654,800 | $ | 3,454,786 | $ (18,921,990) | $ | 2,001,079 | |
Shares issued on warrants exercised | 3,000,000 | 161,800 | (11,800) | - | - | 150,000 | ||||
Share based payments | - | - | - | 132,000 | - | 132,000 | ||||
Reserve transferred on expiry of warrants | - | - | (62,400) | 62,400 | - | - | ||||
Net loss for the year | - | - | - | - | (1,648,993) | (1,648,993) | ||||
Balance at December 31, 2023 | 115,154,62 | $ 16,975,283 | $ | 580,600 | $ | 3,649,186 | $ (20,570,983) | $ | 634,086 | |
Net loss for the period | - | - | - | - | (331,369) | (331,369) | ||||
Balance at June 30, 2024 | 115,154,627 | $ 16,975,283 | $ | 580,600 | $ | 3,649,186 | $ (20,902,352) | $ | 302,717 | |
Balance at December 31, 2022 | 112,154,62 | $ 16,813,483 | $ | 654,800 | $ | 3,454,786 | $ (18,921,990) | $ | 2,001,079 | |
Shares issued on warrants exercised | 3,000,000 | 161,800 | (11,800) | - | - | 150,000 | ||||
Reserve transferred on expiry of warrants | - | - | (62,400) | 62,400 | - | - | ||||
Net loss for the period | - | - | - | - | (678,554) | (678,554) | ||||
Balance at June 30, 2023 | 115,154,627 | $ 16,975,283 | $ | 580,600 | $ | 3,517,186 | $ (19,600,544) | $ | 1,472,525 |
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements
US COPPER CORP.
Unaudited Condensed Interim Consolidated Statements of Cash Flows
(Expressed in Canadian dollars)
2024 | 2023 | ||||
Six month periods ended June 30, | $ | $ | |||
Operating activities | (331,369) | ||||
Net loss for the period | (678,554) | ||||
Adjustments to reconcile net loss to net cash used in operating activities: | 30,750 | ||||
Change of fair value on marketable securities | - | ||||
Amortization | 2,810 | 3,510 | |||
Change in non-cash working capital | (284) | ||||
Trade and other receivables | (3,588) | ||||
Trade and other payables | (32,827) | 71,402 | |||
Cash used in operating activities | (330,920) | (607,230) | |||
Financing activities | - | ||||
Proceeds on warrants exercised | 150,000 | ||||
Cash provided from financing activities | - | 150,000 | |||
Decrease in cash and cash equivalents | (330,920) | (457,230) | |||
Cash and cash equivalents, beginning of period | 581,096 | 1,880,449 | |||
Cash and cash equivalents, end of period | 250,176 | 1,423,219 | |||
Supplementary Information | |||||
Interest paid | - | - | |||
Income tax paid | - | - |
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements
US COPPER CORP.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the three and six month periods ended June 30, 2024 and 2023
(Expressed in Canadian dollars)
1. NATURE OF OPERATIONS AND GOING CONCERN
US Copper Corp. ("US Copper" or the "Company") is a public company amalgamated under the laws of Canada on August 30, 2010. The Company's head office is located at 330 Zeller Dr., Kitchener, ON, N2A 0B5. The Company is an exploration stage company and currently has interests in exploration properties in Ontario, Canada and, through wholly owned subsidiaries, has interests in exploration properties in Nevada and California, USA. Substantially all of the Company's efforts are devoted to financing, exploring and evaluating these properties. There has been no determination whether the Company's interests in mineral properties contain mineral reserves which are economically recoverable.
As at June 30, 2024, the Company had working capital of $ 277,431 (December 31, 2023 - $605,990), had not yet achieved profitable operations, had accumulated deficit of $20,902,352 (December 31, 2023 - $20,570,983) and expects to incur further losses in the development of its business. These conditions indicate the existence of a material uncertainty that cast significant doubt as to whether the Company can continue as a going concern.
The business of exploring for minerals involves a high degree of risk and there can be no assurance that current exploration programs will result in profitable mining operations. The Company's continued existence is dependent upon the preservation of its interest in the underlying properties, the discovery of economically recoverable reserves, the achievement of profitable operations, and the ability of the Company to raise alternative financing, if necessary, or alternatively upon the Company's ability to dispose of its interests on an advantageous basis, all of which are uncertain. Failure to achieve the above could have a significant impact on the Company's ability to continue as a going concern.
Although the Company has taken steps to verify title to the properties on which it is conducting exploration and evaluation activities, and in which it has an interest, in accordance with industry standards for the current stage of exploration of such properties, these procedures do not guarantee the Company's title. Property title may be subject to unregistered prior agreements, non-compliance with regulatory requirements or aboriginal land claims.
These unaudited condensed interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") applicable to a going concern. Accordingly, they do not give effect to adjustments that would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and liquidate its liabilities and commitments in other than the normal course of business and at amounts different from those in the accompanying unaudited condensed interim consolidated financial statements.
2. BASIS OF PREPARATION
2.1 Statement of compliance and presentation
These unaudited condensed interim consolidated financial statements financial statements, including comparatives, have been prepared in accordance with International Accounting Standards ("IAS") 34 'Interim Financial Reporting' ("IAS 34") using accounting policies consistent with the International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Board ("IASB") and Interpretations of the International Financial Reporting Interpretations Committee ("IFRIC") as at August 29, 2024. These unaudited condensed interim consolidated financial statements were authorized by the Board of Directors of the Company on August 29, 2024.
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US COPPER CORP.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the three and six month periods ended June 30, 2024 and 2023
(Expressed in Canadian dollars)
2. BASIS OF PREPARATION (continued)
2.1 Statement of compliance and presentation (continued)
The notes herein include only significant transactions and events occurring since the Company's last fiscal year end and are not fully inclusive of all matters required to be disclosed in the annual audited consolidated financial statements. Accordingly, these unaudited condensed interim consolidated financial statements should be read in conjunction with our most recent annual audited consolidated financial statements for the year ended December 31, 2023.
2.2 Use of management estimates, judgments and measurement uncertainty
The preparation of these consolidated financial statements using accounting policies consistent with IFRS requires management to make judgments and estimates and form assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Such estimates primarily relate to unsettled transactions and events as at the date of the consolidated financial statements. On an ongoing basis, management evaluates its judgments and estimates in relation to assets, liabilities, revenue and expenses. Management uses historical experience and various other factors it believes to be reasonable under the given circumstances as the basis for its judgments and estimates. Actual outcomes may differ from these estimates under different assumptions and conditions. The most significant estimates relate to valuation of deferred income tax amounts and the calculation of share-based payments and warrants.
Significant estimates and judgments made by management in the preparation of these consolidated financial statements are outlined below:
Going concern assumption
Going concern presentation of the consolidated financial statements assumes that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations as they come due.
Income taxes
The Company is subject to income, value added, withholding and other taxes. Significant judgment is required in determining the Company's provisions for taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Company recognizes liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. The determination of the Company's income, value added, withholding and other tax liabilities requires interpretation of complex laws and regulations. The Company's interpretation of taxation law as applied to transactions and activities may not coincide with the interpretation of the tax authorities. All tax related filings are subject to government audit and potential reassessment subsequent to the financial statement reporting period. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the tax related accruals and deferred income tax provisions in the period in which such determination is made.
Valuation of share based payments and warrants
The Black-Scholes option pricing model is used to determine the fair value for share based payments and warrants and utilizes subjective assumptions such as expected price volatility and expected life of the option or warrant. Discrepancies in these input assumptions can significantly affect the fair value estimate.
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US COPPER CORP.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the three and six month periods ended June 30, 2024 and 2023
(Expressed in Canadian dollars)
2. BASIS OF PREPARATION (continued)
2.2 Use of management estimates, judgments and measurement uncertainty (continued)
Functional currency
The Company's management is required to make judgments as to the currency of the primary economic environment in which an entity operates to determine the functional currency of the entity. The Company has determined that the functional currency of the parent company and its Canadian and US subsidiaries is the Canadian dollar.
3. CAPITAL MANAGEMENT
The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to support the acquisition, exploration and evaluation of mineral properties. The board of directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company's management to sustain future development of the business. The Company defines capital to include all components of shareholders' equity. In order to carry out the planned exploration and pay for administrative costs, the Company will spend its existing working capital and raise additional amounts as needed. The Company will continue to assess new properties and seek to acquire an interest in additional properties if it feels there is sufficient geologic or economic potential and if it has adequate financial resources to do so. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. There were no changes in the Company's approach to capital management during the six month period ended June 30, 2024, and the year ended December 31, 2023.
The Company considers its capital to be equity, which is comprised of share capital, reserve for warrants and share based payments and accumulated deficit, which as at June 30, 2024, totaled $302,717 (December 31, 2023 - $634,086).
The Company's objective when managing capital is to obtain adequate levels of funding to support its exploration activities, to obtain corporate and administrative functions necessary to support organizational functioning and to obtain sufficient funding to further the identification of mineral deposits.
The Company is not subject to any capital requirements imposed by a lending institution or regulatory body, other than of the TSXV which requires adequate working capital or financial resources of the greater of (i) $50,000 and (ii) an amount required in order to maintain operations and cover general and administrative expenses for a period of 6 months.
The Company raises capital, as necessary, to meet its needs and take advantage of perceived opportunities and, therefore, does not have a numeric target for its capital structure. Funds are primarily secured through equity capital raised by way of private placements. There can be no assurance that the Company will be able to continue raising equity capital in this manner. The Company invests all capital that is surplus to its immediate operational needs in interest bearing accounts with a Canadian financial institution.
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US COPPER CORP.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the three and six month periods ended June 30, 2024 and 2023
(Expressed in Canadian dollars)
4. FINANCIAL RISK FACTORS Credit Risk
The Company's credit risk is primarily attributable to cash and cash equivalents. The Company has no significant concentration of credit risk arising from operations. The Company's current policy is to invest excess cash in interest bearing deposits issued by its banking institutions.
The Company's maximum exposure to credit risk as at June 30, 2024, is the carrying value of cash and cash equivalents. The majority of the Company's cash is held in Canadian chartered banks.
Market Risk
Foreign Currency Risk
The Company's exploration and evaluation activities are substantially denominated in Canadian dollars and United States dollars. The Company's funds are predominantly kept in Canadian dollars, with a major Canadian financial institution.
Equity Price Risk
Market risk arises from the possibility that changes in market prices will affect the value of the financial instruments of the Company. The Company's maximum exposure to fair value fluctuations as at June 30, 2024, is the fair value of marketable securities. The Company's other financial instruments (cash and cash equivalents and trade and other payables) are not subject to equity price risk.
Fair Value
Marketable securities are classified as fair value through profit and loss ("FVTPL") and investments are classified as available for sale, which are both measured at fair value. Fair value of marketable securities and investments are determined based on bid-ask spread at each reporting date and is categorized as Level 1 measurement under the fair value hierarchy. Cash and cash equivalents are measured at amortized cost which approximates fair value due to their short-term nature. Trade and other payables are measured at amortized cost which also approximates fair value due to their short-term nature.
The fair value hierarchy has the following levels:
- Level one includes quoted prices (unadjusted) in active markets for identical assets or liabilities.
- Level two includes inputs that are observable other than quoted prices included in level one.
- Level three includes inputs that are not based on observable market data.
Liquidity Risk
The Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at June 30, 2024, the Company had current assets of $314,386 (December 31, 2023 - $675,772) and current liabilities of $ 36,955 (December 31, 2023 - $69,782). The Company's trade and other payables and receivables are subject to normal trade terms. As at June 30, 2024, the Company had working capital of $ 277,431 (December 31, 2023 - $605,990).
Interest Rate Risk
The Company is not exposed to interest rate risk due to the short-term nature of its financial instruments.
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