I-Minerals Inc - Quarter Report: 2018 October (Form 10-Q)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 

FORM 10-Q 

[ x ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: October 31, 2018 

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______ 

Commission file number:  000-55321

Suite 880, 580 Hornby Street, Vancouver, BC, Canada V6C 3B6
(Address of principal executive offices)(Zip Code) 

(877) 303-6573
Registrant’s telephone number, including area code 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ] 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes [X] No [  ] 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. 

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

Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act). Yes [  ] No [X] 

As of December 14, 2018, the registrant had 90,793,612 outstanding shares of common stock.

I-Minerals Inc.

TABLE OF CONTENTS

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PART I – FINANCIAL INFORMATION

I-Minerals Inc.

Condensed Consolidated Financial Statements

For the six months ended October 31, 2018

(Unaudited - Expressed in US dollars)

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 I-Minerals Inc.

Condensed Consolidated Balance Sheets

(Unaudited - Expressed in US dollars)

(Prepared in accordance with US GAAP) 

On behalf of the Board                       

                 “John Theobald”                 Director                                              “W. Barry Girling”                 Director 

The accompanying notes are an integral part of these condensed consolidated financial statements.

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I-Minerals Inc.

Condensed Consolidated Statements of Loss

For the three and six months ended October 31, 2018 and 2017

 (Unaudited - Expressed in US dollars)

 The accompanying notes are an integral part of these condensed consolidated financial statements.

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I-Minerals Inc.

Condensed Consolidated Statements of Cash Flows

For the six months ended October 31, 2018 and 2017

(Unaudited - Expressed in US dollars) 

The accompanying notes are an integral part of these condensed consolidated financial statements.

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I-Minerals Inc.

Condensed Consolidated Statements of Capital Deficit

For the six months ended October 31, 2018

(Unaudited - Expressed in US dollars)

The accompanying notes are an integral part of these condensed consolidated financial statements.

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I-Minerals Inc.

Notes to the Condensed Consolidated Financial Statements

For the six months ended October 31, 2018 and 2017

(Unaudited - Expressed in US dollars except where otherwise indicated) 

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I-Minerals Inc.

Notes to the Condensed Consolidated Financial Statements

For the six months ended October 31, 2018 and 2017

(Unaudited - Expressed in US dollars except where otherwise indicated) 

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I-Minerals Inc.

Notes to the Condensed Consolidated Financial Statements

For the six months ended October 31, 2018 and 2017

(Unaudited - Expressed in US dollars except where otherwise indicated) 

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I-Minerals Inc.

Notes to the Condensed Consolidated Financial Statements

For the six months ended October 31, 2018 and 2017

(Unaudited - Expressed in US dollars except where otherwise indicated)

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I-Minerals Inc.

Notes to the Condensed Consolidated Financial Statements

For the six months ended October 31, 2018 and 2017

(Unaudited - Expressed in US dollars except where otherwise indicated) 

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I-Minerals Inc.

Notes to the Condensed Consolidated Financial Statements

For the six months ended October 31, 2018 and 2017

(Unaudited - Expressed in US dollars except where otherwise indicated) 

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I-Minerals Inc.

Notes to the Condensed Consolidated Financial Statements

For the six months ended October 31, 2018 and 2017

(Unaudited - Expressed in US dollars except where otherwise indicated)

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I-Minerals Inc.

Notes to the Condensed Consolidated Financial Statements

For the six months ended October 31, 2018 and 2017

(Unaudited - Expressed in US dollars except where otherwise indicated)

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I-Minerals Inc.

Notes to the Condensed Consolidated Financial Statements

For the six months ended October 31, 2018 and 2017

(Unaudited - Expressed in US dollars except where otherwise indicated)

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I-Minerals Inc.

Notes to the Condensed Consolidated Financial Statements

For the six months ended October 31, 2018 and 2017

(Unaudited - Expressed in US dollars except where otherwise indicated)

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I-Minerals Inc.

Notes to the Condensed Consolidated Financial Statements

For the six months ended October 31, 2018 and 2017

(Unaudited - Expressed in US dollars except where otherwise indicated)

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Item 2.  Management’s discussion and analysis of financial condition and results of operations 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this Quarterly Report constitute "forward-looking statements.” These statements, identified by words such as “plan,” "anticipate,” "believe,” "estimate,” "should,” "expect" and similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategy. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others, general business, economic, competitive, political and social uncertainties; the actual results of current exploration and development activities; changes in project parameters as plans continue to be refined; changes in labour costs or other costs of production; future mineral prices; equipment or processes to operate as anticipated; accidents, labour disputes and other risks of the mining industry, including but not limited to environmental hazards, cave-ins, pit-wall failures, flooding, rock bursts and other acts of God or unfavourable operating conditions and losses; delays in obtaining governmental approvals or financing or in the completion of development or construction activities, as well as those factors discussed in the section titled "Risk Factors" in our Annual Report on Form 10-K which was filed with the SEC on August 3, 2018.

Forward looking statements are based on a number of material factors and assumptions, including the results of exploration/development and drilling activities, the availability and final receipt of required approvals, licenses and permits, that sufficient working capital is available to complete proposed exploration/development and drilling activities, that contracted parties provide goods and/or services on the agreed time frames, the equipment necessary for exploration/development is available as scheduled and does not incur unforeseen break downs, that no labour shortages or delays are incurred and that no unusual geological or technical problems occur. While we consider these assumptions may be reasonable based on information currently available to it, they may prove to be incorrect. Actual results may vary from such forward-looking information for a variety of reasons, including but not limited to risks and uncertainties disclosed in the section titled “Risk Factors” in this Quarterly Report.

We intend to discuss in our Quarterly Reports and Annual Reports any events or circumstances that occurred during the period to which such documents relate that are reasonably likely to cause actual events or circumstances to differ materially from those disclosed in this Quarterly Report. New factors emerge from time to time, and it is not possible for management to predict all of such factors and to assess in advance the impact of each such factor on our business or the extent to which any factor, or combination of such factors, may cause actual results to differ materially from those contained in any forwarding looking statement.

CAUTIONARY NOTE TO U.S. INVESTORS REGARDING ESTIMATES OF MEASURED, INDICATED AND INFERRED RESOURCES AND PROVEN AND PROBABLE RESERVES

The terms “mineral reserve”, “proven mineral reserve” and “probable mineral reserve” as used in this Annual Report are Canadian mining terms as defined in accordance with Canadian National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) and the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) – CIM Definition Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as amended (the “CIM Definition Standards”). These definitions differ from the definitions in the United States Securities and Exchange Commission (“SEC”) Industry Guide 7 (“SEC Industry Guide 7”) under the United States Securities Act of 1933, as amended (the “Securities Act”). Under SEC Industry Guide 7 standards, a “final” or “bankable” feasibility study is required to report reserves, the three-year historical average price is used in any reserve or cash flow analysis to designate reserves, and the primary environmental analysis or report must be filed with the appropriate governmental authority. 

In addition, the terms “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” are defined in and required to be disclosed by NI 43-101; however, these terms are not defined terms under SEC Industry Guide 7 and are normally not permitted to be used in reports and registration statements filed with the SEC. Investors are cautioned not to assume that all or any part of a mineral deposit in these categories will ever be converted into reserves. “Inferred mineral resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all, or any part, of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases. Investors are cautioned not to assume that all or any part of an inferred mineral resource exists or is economically or legally mineable. Disclosure of unit measures in a resource is permitted disclosure under Canadian regulations; however, the SEC only permits issuers to report mineralization that does not constitute “reserves” by SEC standards as in place tonnage and grade without reference to unit measures.

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Accordingly, information contained in this Quarterly Report and any documents incorporated by reference herein contain descriptions of our mineral deposits that may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder. 

As used in this Quarterly Report, unless the context otherwise requires, “we,” “us,” “our,” the “Company” and “I-Minerals” refers to I-Minerals Inc.  All dollar amounts in this Quarterly Report are in U.S. dollars unless otherwise stated. 

General 

We were incorporated under the laws of British Columbia, Canada in 1984. In 2004, we changed our corporate jurisdiction from a British Columbia company to a Canadian corporation.  In December 2011, we amended our articles to change our name from “i-minerals inc.” to “I-Minerals Inc.” 

The Company is engaged in the development of our Helmer-Bovill industrial minerals property (the “Helmer-Bovill Property”).  The Helmer-Bovill Property, in which we hold a 100% interest, is comprised of 11 mineral leases totaling 5,140.64 acres located approximately 6 miles northwest of Bovill, Latah County, Idaho.  Since inception, the Company has been in the exploration stage but moved into the development stage in fiscal 2018.  

We acquired the Helmer-Bovill Property from Idaho Industrial Minerals (“IIM”) pursuant to an Assignment Agreement with Contingent Right of Reverter (the “IIM Agreement”) dated August 12, 2002, as amended August 10, 2005, August 10, 2008 and January 21, 2010, between I-Minerals USA (formerly Alchemy Kaolin Corporation), our wholly owned subsidiary, and IIM.  Under the terms of the IIM Agreement, we issued a total of 1,800,000 common shares to IIM. 

Our principal executive office is located at Suite 880, 580 Hornby Street, Vancouver, British Columbia, Canada and our telephone number is (877) 303-6573.  Our operations office is located at 13403 N. Government Way, #102, Hayden, Idaho. 

To date, we have not earned significant revenues from the operation of our Helmer-Bovill Property.  Accordingly, we are dependent on debt and equity financing as our primary source of operating working capital.  Our capital resources are largely determined by the strength of the junior resource markets and by the status of our projects in relation to these markets, and its ability to compete for investor support of its projects. 

On February 26, 2018, we appointed John Theobald as President and CEO of the Company to replace outgoing President and CEO, Thomas Conway. 

Mr. Theobald has over thirty-five years in the international mining industry and has been involved with exploration, business development, operations, investments and capital markets.  Most recently,Mr. Theobald was a director of ASX listed High Peak Royalties Ltd, director, CEO & COO of London and TSX listed royalty company Anglo Pacific Group plc, and served as Chairman of First Coal Corporation which was successfully sold to Xstrata plc for C$147 million.  From 1999 to 2008 he held a number of senior positions with Sibelco, a major industrial minerals group, where he gained significant experience of kaolin, feldspar, clay and quartz markets and operations. Mr. Theobald has a B.Sc. with Honours in Geology from the University of Nottingham, is a Chartered Engineer with the UK Engineering Council, Fellow of the Institute of Materials Minerals and Mining (UK) and Member of the Institute of Directors (UK). 

Our Principal Projects 

Our activities at the Helmer-Bovill Property are focused on developing the Bovill Kaolin Project and the WBL Tailings Project. 

The Bovill Kaolin Project 

Our lead project, the Bovill Kaolin Project, is a strategically located long term resource of high purity quartz, potassium feldspar (“K-spar”), halloysite and kaolinite formed through weathering of a border phase of the Idaho Batholith causing all minerals to be contained within a fine white clay-sand mixture referred to as “primary clay.” The Bovill Kaolin Project is located within 3 miles of state highways with electricity and natural gas already at the property boundary. 

Since 2010, our exploration work has focused diamond drilling on the Bovill Kaolin Project.  To date, a total of 258 diamond drill holes have been drilled totaling 28,251 feet.  As a result of these drill campaigns, four deposits have been identified: Kelly’s Hump, Kelly’s Hump South, Middle Ridge and WBL.

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In June 2014, we completed an updated pre-feasibility study on the Bovill Kaolin Project (the “2014 PFS”) and on March 8, 2016, we announced the economic results of our full feasibility study (the “2016 FS”), which included the following highlights: 

• Updated Measured and Indicated Resource Estimate
• Measured Resources of 5.7 million tons containing 76.5% quartz/K-spar sand, 12.3% Kaolinite and 4.0% Halloysite.
• Indicated Resources of 15.5 million tons containing 57.0% quartz/K-spar sand, 15.5% Kaolinite and 2.8% Halloysite.
• 667,000 tons of contained halloysite, 3,119,000 tons of contained kaolinite and 13,235,000 tons of contained quartz/K-spar.
  
  
• Updated Mineral Reserves.  All figures are in thousands of tons.

Note that values presented here have been rounded to reflect the level of accuracy.

Proven and Probable Mineral Reserves are presented using a $57.00 NSR cutoff grade.

• Economic Analysis
• US$386 million Pre-Tax NPV; US$249.8 million After Tax NPV using a 6% discount rate and prior to the recent reduction in the US corporate tax rate.
• 31.6% Pre-Tax IRR; 25.8% After Tax IRR prior to the recent reduction in the US corporate tax rate.
• Initial Capital Cost of $108.3 million and Total Life of Mine capital costs $120.0 million.
• Life of Mine in excess of 25 years with a stripping ratio of 0.54:1 (waste:ore).
• 3 year estimated after tax payback. 

The full feasibility study was filed on www.sedar.com on April 20, 2016 and is available on the Company’s website.  The 2016 FS was prepared by GBM Engineers LLC, Mine Development Associates, HDR Engineering Inc., SRK Consulting (U.S.), Inc. and Tetra Tech.  Going forward our focus is to complete the detailed engineering and commence efforts to raise the capital necessary to build the mine. 

In May 2017, the Idaho Department of Lands (“IDL”) accepted our operation and reclamation plan.  Together with a water rights permit from the Idaho Department of Water Resources, we are able to proceed with development and construction of the mine, subject to obtaining sufficient financing.  Effective May 1, 2017, the Company entered into the development stage. 

Plan of Operation 

Engineering work on the Bovill Kaolin Project 

As recommended in the 2016 FS, we are undertaking additional pilot plant work to produce customer samples for marketing purposes and the related testwork for final equipment selection.  Two pilot plants are scheduled to complete in the 1st quarter of calendar 2019. The first pilot plant will produce additional K-spar and quartz and the second pilot plant will produce both halloysite grades and kaolin for metakaolin production.  Additional work is also ongoing to finalize the process plant water balance and utilities consumptions.  This work together with the General and Administrative expenses related in part to our continuing financing efforts are estimated to cost about USD$2.8 million. 

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Outlook 

Our focus continues to be the detailed assessment of all of our mineral assets and advancing the Bovill Kaolin Project towards production.  The process of producing minerals through pilot plant work includes shipping the unprocessed primary clay to Ginn Mineral Technologies (“GMT”) who undertakes the separation of the sand fraction (quartz and K-spar) from the clay fraction (kaolin and halloysite).  GMT then sends the sand fraction on to Minerals Research Laboratory at North Carolina State University (“MRL”) where MRL separates the K-spar and quartz through flotation.  GMT separates the halloysite and kaolinite into marketable products. 

Three bulk samples are currently completed or scheduled for start-up at both GMT and MRL.  At the MRL, two bulk samples will be processed to produce the K-spar product through flotation.  The first bulk sample has been completed and produced high quality K-spar product (>14% K₂O; <0.05% Fe₂O₃).  The pilot plant is test processing the second bulk sample with recent batches approximating the results achieved during the processing of the first bulk sample.  The second bulk sample is expected to be completed in January 2019.  Upon completion of K-spar production from the second bulk sample, the flotation tails will be combined with like material from the first bulk sample and used as feedstock for quartz pilot plant production. 

With respect to processing at GMT, the third bulk sample of approximately 60 tons of primary clay material has arrived at GMT for pilot plant clay processing.  Changes to the process flow sheet as compared with prior GMT pilot plants include the installation of a hammer mill at the front end of the circuit and the incorporation of a new hydrocyclone processing step to improve clay/sand separation.  Pilot scale hydrocyclone test work resulted in the clay yields increasing to about 30% as compared with a yield of 22% as demonstrated in pilot plant work associated with the 2016 Feasibility Study.  Successful implementation of the hydrocyclone processing should result in increased production of HalloPureÒ and ULTRA HallopureÒ halloysite products and kaolin for metakaolin production beyond the rates achieved in pilot plant work associated with the feasibility study. 

Concrete test results using our fine ground metakaolin are pending at CTL | Thomson.  The metakaolin being tested was produced using flash calcination technologies and then fine ground using jet milling technology to increase reactivity.  The objective is to produce a premium metakaolin that demonstrates excellent strength characteristics while meeting the water demand requirements.  Management believes a highly reactive metakaolin would be an attractive pozzolan in the Pacific Northwest as pozzolans with comparable characteristics are too expensive for use in many cement applications. 

At present we have, or will have shortly, inventory of all minerals for distribution to customers.  Fine grinding of quartz and K-spar still needs to be completed.  

Sample requests for halloysite have come from North America, Europe, the Middle East, South America and Asia showing both the scarcity of halloysite in general and the quality of I-Minerals halloysite in particular.  While we currently have inventory of ULTRA HallopureÒ and HalloPureÒ several companies have advanced their halloysite consuming products to near commercialization and have indicated a need for multiple tons of halloysite to complete the commercialization process.  We are currently assessing the logistics and cost of completing an additional large pilot plant to make multiple tons of ULTRA HallopureÒ and HalloPureÒ available to customers in life science, clean tech and plastic / polymer industries. 

To better understand market opportunities and mineral pricing, the Company has engaged a leading North American mineral research firm to undertake a detailed analysis of markets and pricing for all of its minerals.  Final reports from these efforts are expected in the second half of calendar Q1 2019. 

Results of Operation 

Six months ended October 31, 2018

We recorded a loss of $1,618,478 ($0.02 per share) for the six months ended October 31, 2018 as compared to a loss of $1,109,502 ($0.01 per share) for the six months ended October 31, 2017.  The increase in the loss recorded for the six months ended October 31, 2018 as compared to the six months ended October 31, 2017 is the net result of changes to a number of expenses.  Of note are the following items:

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• Management and consulting fees of $98,294 (2017 - $58,310) are comprised of fees to manage our Company and stock-based compensation.  The stock-based compensation recognized in the current period was $5,865 (2017 - $8,632).  Approximately 50% of the fees to manage our Company are charged to management and consulting fees and the other 50% is charged to mineral property expenditures and/or capitalized to mineral property interest.
• Mineral property expenditures of $115,530 (2017 - $217,127) are costs incurred on our Helmer-Bovill Property.  The expenditures in the current period are pre-development costs that have been expensed during the period.  The Company also capitalized $460,770 of development costs to the balance sheet during the 2018 period.  The main components of capitalized costs during the current period included engineering and consulting ($112,358) and metallurgy ($192,562).  During the current period, the Company continues to optimize the metallurgical processes and detailed engineering. 
• General and miscellaneous expenses of $294,203 (2017 - $246,554) are comprised of office and telephone expenses, payroll taxes, medical benefits, insurance premiums, travel expenses, promotional expenses, shareholder communication fees, transfer agent fees and filing fees. 
• Professional fees of $102,756 (2017 – $148,431) include legal fees, audit fees and financial consulting fees.
• Accretion expense of $130,580 (2017 - $319,272) is the amortization of the fair value of bonus shares and bonus warrants issued to the lenders of the promissory notes.  The bonus shares and bonus warrants are amortized over the life of the promissory notes.
• Interest expense of $1,110,060 (2017 - $946,682) is from promissory notes that bear interest at the rates of 12%-14% per year.  Interest increased as additional funds were advanced.
• We recorded a gain on change in fair value of derivative liabilities of $235,443 (2017 – gain of $840,060).  The change in fair value of derivative liabilities is based on the change in remaining term of derivative instruments and our stock price.  The derivatives include warrants as well as stock options granted to non-employees.  The derivative liabilities do not represent cash liabilities.

Three months ended October 31, 2018

We recorded a loss of $819,564 for the three months ended October 31, 2018 as compared to a loss of $545,503 for the three months ended October 31, 2017.  The increase in the loss recorded for the three months ended October 31, 2018 as compared to the three months ended October 31, 2017 is the net result of changes to a number of expenses as noted above under the six months ended October 31, 2018 and 2017.  In particular, there was a reduction in mineral property expenditures from $98,915 to $61,964 as well as a decrease in the gain on change in fair value of derivative liabilities from $384,916 to $98,320.

Liquidity and Capital Resources

Our aggregate operating, investing and financing activities during the six months ended October 31, 2018 resulted in a net cash inflow of $27,672 (2017 – outflow of $234,328).  As at October 31, 2018, we had a working capital deficiency of $21,023,653. 

During the six months ended October 31, 2018, $1,719,634 was used in operations before changes in non-cash operating working capital items (2017 - $1,609,478).  During the six months ended October 31, 2018, we spent $515,347 on investing activities (2017 - $340,952) and we received $1,161,084 from financing activities (2017 - $750,000).

We have been financed by advances pursuant to promissory notes advanced by BV Lending LLC, an entity controlled by Allen L. Ball, a member of our Board of Directors and our largest shareholder (the “Lender”).  During the six months ended October 31, 2018, the Company was receiving advances pursuant to the Third Promissory Notes and the Fifth Promissory Notes.  As at October 31, 2018, the balance of the promissory notes was $20,433,796.

On September 11, 2018, the Company entered into a loan agreement with the Lender pursuant to which up to $2,500,000 will be advanced to the Company in tranches (the “Fifth Promissory Notes”) scheduled to be provided from September 2018 to March 2019. 

The First, Second and Third Promissory Notes have a maturity date of March 31, 2019.  The Fifth Promissory Notes have a maturity date of December 31, 2019.

An additional CAD$250,000 promissory note was issued in March 2017 by an arm’s-length lender with a maturity date of December 31, 2018.

We have not as yet put into commercial production any mineral properties and as such have no operating revenues.  Accordingly, we are dependent on debt and equity financing as its primary source of operating working capital.  Our capital resources are largely determined by the strength of the junior resource markets and by the status of our projects in relation to these markets, and our ability to compete for investor support of our projects.

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We remain dependent on additional financing to fund development requirements on the Helmer-Bovill property and for general corporate costs.  With respect to funds required for capital cost items, State-sponsored debt financing instruments may be available on attractive terms, and we intend to pursue such financial instruments to cover portions of the capital costs associated with placing the Bovill Kaolin deposits into production.  We have commenced efforts to raise the capital necessary to build the mine.

We do not have the ability to internally generate sufficient cash flows to support our operations for the next twelve months.  We have been receiving funds from a company controlled by a director of the Company through promissory notes.  We have no formal plan in place to address this going concern issue but consider that we will be able to obtain additional funds by equity financing and/or debt financing; however, there is no assurance of additional funding being available.  As a result, our auditors included an emphasis of matter note in their report on the financial statements for the year ended April 30, 2018 about our ability to continue as a going concern.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to shareholders.

Critical Accounting Policies

Measurement Uncertainty

The preparation of these consolidated financial statements in conformity with US GAAP requires us 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.  We regularly evaluate estimates and assumptions related to the useful life and recoverability of long lived assets, stock-based compensation, valuation of convertible debentures and derivative liabilities, and deferred income tax asset valuation allowances.  We base our estimates and assumptions on current facts, historical experience and various other factors that 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 us may differ materially and adversely from our 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 our condensed consolidated financial statements relate to the determination of fair values of derivative liabilities and stock-based transactions.

Stock-based Compensation

We account for all stock-based payments and awards under the fair value based method.  Stock-based payments to non-employees are 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 measurable.

The fair value of stock-based payments to non-employees is periodically re-measured until the counterparty performance is complete, and any change therein is recognized over the vesting period of the award and in the same manner as if we had paid cash instead of paying with or using equity based instruments.  The cost of the stock-based payments to non-employees that are fully vested and non-forfeitable as at the grant date is measured and recognized at that date, unless there is a contractual term for services in which case such compensation would be amortized over the contractual term.

We account for the granting of stock options to employees using the fair value method whereby all awards to employees will be recorded at fair value on the date of the grant.  The fair value of all stock options is expensed over their vesting period with a corresponding increase to additional paid-in capital.

Compensation costs for stock-based payments that do not include performance conditions are recognized on a straight-line basis. Compensation cost associated with a share based award having a performance condition is recognized on the probable outcome of that performance condition during the requisite service period. Share based awards with a performance condition are accrued on an award by award basis.

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We use the Black-Scholes option valuation model to calculate the fair value of stock options at the date of the grant. Option pricing models require the input of highly subjective assumptions, including the expected price volatility. Changes in these assumptions can materially affect the fair value estimates. 

Derivative Liabilities 

We evaluate our financial instruments and other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 815. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market at each balance sheet date and recorded as a liability and the change in fair value is recorded in the consolidated statement of loss.  Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. 

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.  Derivative instruments that become subject to reclassification are reclassified at the fair value of the instrument on the reclassification date.  Derivative instrument liabilities are classified in the balance sheet as current as settlement of the derivative instruments are at the option of the holder. 

We use the Black-Scholes option valuation model to value derivative liabilities.  This model uses Level 3 inputs in the fair value hierarchy established by ASC 820 Fair Value Measurement. 

Mineral Property Acquisition and Exploration Costs 

Mineral property acquisition costs are capitalized when incurred.  Acquisition costs include cash consideration and the fair market value of shares issued on the acquisition of mineral property claims.  

Costs related to the development of our mineral reserves are capitalized when it has been determined an ore body can be economically developed.  The development stage begins when an ore body is determined to be economically recoverable based on proven and probable reserves and appropriate permits are in place, and ends when the production stage or exploitation of reserves begins.  Major mine development expenditures are capitalized, including primary development costs such as costs of building access ways, tailings impoundment, development of water supply and infrastructure developments. 

Exploration costs include those relating to activities carried out (a) in search of previously unidentified mineral deposits, or (b) at undeveloped concessions.  Pre-development activities involve costs incurred in the exploration stage that may ultimately benefit production that are expensed due to the lack of evidence of economic development, which is necessary to demonstrate future recoverability of these expenses.  Secondary development costs are incurred for preparation of an ore body for production in a specific ore block or work area, providing a relatively short-lived benefit only to the mine area they relate to, and not to the ore body as a whole. 

Once production has commenced, capitalized costs will be depleted using the units-of-production method over the estimated life of the proven and probable reserves. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to the Consolidated Statements of Loss in that period. 

We assess the carrying cost of our mineral properties for impairment whenever information or circumstances indicate the potential for impairment.  Such evaluations compare estimated future net cash flows with our carrying costs and future obligations on an undiscounted basis.  If it is determined that the future undiscounted cash flows are less than the carrying value of the property, a write down to the estimated fair value is charged to the Consolidated Statements of Loss for the period.  Where estimates of future net cash flows are not available and where other conditions suggest impairment, management assesses if the carrying value can be recovered. 

For significant exploration and development projects, interest is capitalized as part of the historical cost of developing and constructing assets in accordance with ASC 835-20. Interest is capitalized until the asset is ready for service. Capitalized interest is determined by multiplying the Company’s weighted-average borrowing cost on general debt by the average amount of qualifying costs incurred. Once an asset subject to interest capitalization is completed and placed in service, the associated capitalized interest is expensed through depletion or impairment. 

Item 3. Quantitative and Qualitative Disclosures About Market Risk. 

Not applicable 

Item 4. Controls and Procedures. 

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The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures as of October 31, 2018. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of October 31, 2018.  There were no material changes in the Company’s internal control over financial reporting during the second quarter of fiscal 2019.

PART II 

Item 1. Legal Proceedings. 

None. 

Item 1A. Risk Factors. 

There have been no material changes from the risk factors as previously disclosure in our Annual Report on Form 10-K which was filed with the SEC on August 3, 2018.  

Item 2. Sale of Unregistered Securities. 

All unregistered sales of equity securities during the period covered by the Quarterly Report were previously disclosed in our current reports on Form 8-K and our Annual Report on Form 10-K other than the following: 

Item 3. Defaults Upon Senior Securities. 

None. 

Item 4. Mine Safety Disclosures. 

Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (The “Dodd-Frank Act”), issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities. During the six months ended October 31, 2018, our U.S. development property was not subject to regulation by the Federal Mine Safety and Health Administration (“MSHA”) under the Federal Mine Safety and Health Act of 1977 (the "Mine Act"). 

Item 5. Other Information. 

None.

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Item 6. Exhibits.

Notes:

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SIGNATURES 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.