KALLISTO ENERGY CORP.

Transcription

1 KALLISTO ENERGY CORP. Q Condensed Interim Consolidated Financial Statements (unaudited)

2 Condensed Interim Consolidated Balance Sheets (in $CAD) Unaudited Notes September 30, 2014 December 31, 2013 ASSETS Current: Cash $ 286,214 $ 75,975 Accounts receivable and inventory 786,043 1,512,249 Deposits and prepaid expenses 131,593 73,901 1,203,850 1,662,125 Property and equipment 4 17,936,165 19,621,157 Exploration and evaluation assets 5 2,474,986 2,429,930 Assets held for sale 6 1,425, ,000 $ 23,040,332 $ 24,656,212 LIABILITIES AND SHAREHOLDERS EQUITY LIABILITIES Current: Accounts payable and accrued liabilities $ 1,099,909 $ 2,194,206 Bank loan 7 4,998,003 4,748,462 6,097,912 6,942,668 Decommissioning provision 8 5,512,000 5,661,644 Liabilities held for sale 6 919, ,000 Flow-through share premium liability 9 107,786-12,636,800 13,345,312 SHAREHOLDERS EQUITY Share capital 9 48,218,201 47,818,672 Contributed surplus 9 11,351,210 11,340,311 Non-controlling interest - (4,023) Deficit (49,165,879) (47,844,060) 10,403,532 11,310,900 $ 23,040,332 $ 24,656,212 Commitments Subsequent events APPROVED ON BEHALF OF THE BOARD: Signed Barry Olson, Director Signed Dean Bernhard, Director See accompanying notes to the condensed interim consolidated financial statements 1 September 30, 2014

3 Condensed Interim Consolidated Statements of Comprehensive Income and Loss (in $CAD) Unaudited For the periods ended September 30 Revenue and other income Three Months Nine Months Notes Petroleum and natural gas sales $ 1,038,661 $ 1,594,395 $ 3,902,096 $ 4,755,648 Royalties (264,300) (313,314) (805,306) (787,265) Net revenue 774,361 1,281,081 3,096,790 3,968,383 Other income 53,981 1,806 54,224 6,600 Gain on disposition of assets 4-73, ,526 73,233 Expenses 828,342 1,356,120 3,390,540 4,048,216 Production and transportation 479, ,747 1,186,932 1,068,774 General and administrative 467, ,821 1,511,914 1,690,837 Exploration and evaluation - (10,306) - 3,560 Finance costs , , , ,810 Stock based compensation 4,648 26,362 10,899 76,468 Depletion, depreciation, and impairment 4, 5 298, ,708 1,594, ,340 1,700,434 1,346,694 4,998,891 4,218,789 Net income (loss) (872,092) 9,426 (1,608,351) (170,573) Income attributed to assets held for sale 6 78, , , ,238 Net and comprehensive income (loss) $ (793,530) $ 253,093 $ (1,321,819) $ 72,665 Attributable to: Shareholders of Kallisto $ (793,530) $ 250,594 $ (1,321,819) $ 70,914 Non-controlling interest - 2,499-1,751 $ (793,530) $ 253,093 $ (1,321,819) $ 72,665 Net income (loss) per share Basic and diluted $ (0.01) $ 0.00 $ (0.01) $ 0.00 Weighted average common shares outstanding Basic and diluted 96,706,529 93,601,536 93,634,004 93,601,536 See accompanying notes to the condensed interim consolidated financial statements. 2 September 30, 2014

4 Condensed Interim Consolidated Statements of Changes in Shareholders Equity (in $CAD) Unaudited Share Capital Contributed surplus Deficit Total equity attributable to Kallisto shareholders Noncontrolling interest Total Equity Balance December 31, 2012 $ 47,827,480 $ 11,229,546 $ (45,149,581) $ 13,907,445 $ 32,224 $ 13,939,669 Net and comprehensive income ,914 70,914 1,751 72,665 Stock based compensation expense - 76,468-76,468-76,468 Balance September 30, 2013 $ 47,827,480 $11,306,014 $ (45,078,667) $ 14,054,827 $ 33,975 $ 14,088,802 Balance December 31, 2013 $ 47,818,672 $ 11,340,311 $ (47,844,060) $ 11,314,923 $ (4,023) $ 11,310,900 Net and comprehensive loss - - (1,321,819) (1,321,819) - (1,321,819) Issuance of flow-through shares (net of issue costs) 383, , ,529 Share issued on exercise of stock options 16, ,000-16,000 Stock based compensation expense - 10,899-10,899-10,899 Dissolution of Dublin Resources Inc ,023 4,023 Balance September 30, 2014 $ 48,218,201 $11,351,210 $ (49,165,879) $ 10,403,532 $ - $ 10,403,532 See accompanying notes to the condensed interim consolidated financial statements. 3 September 30, 2014

5 Condensed Interim Consolidated Statements of Cash Flows (in $CAD) Unaudited For the nine month periods ended September 30 Notes OPERATING: Net and comprehensive income (loss) attributable to Kallisto shareholders Items not involving cash: $ (1,321,819) $ 70,914 Depletion, depreciation, and impairment 4, 5 1,680,328 1,111,808 Financing costs , ,810 Gain on sale of assets 4 (239,526) - Stock based compensation expense 10,899 76,468 Non-controlling interest - 1,751 Cash from operations 824,086 1,660,751 Decommissioning expenditures (282,405) (250,612) Changes in non-cash working capital 14 (29,198) (380,019) Net cash generated from operating activities 512,483 1,030,120 FINANCING: Proceeds from bank loan 7 249,541 85,986 Interest paid 11 (220,439) (161,412) Proceeds from the issuance of shares (net) 9 507,315 - Net cash (used in) generated from financing activities 536,417 (75,426) INVESTING: Additions to property and equipment 4 (350,944) (126,967) Additions to exploration and evaluation 5 (146,557) (981,670) Proceeds on the disposition of property and equipment 350,000 - Changes in non-cash working capital 11,14 (691,160) 150,748 Net cash used in investing activities (838,661) (958,889) Net decrease in cash 210,239 (4,195) Cash, beginning of period 75, ,336 Cash, end of period $ 286,214 $ 230,141 See accompanying notes to the condensed interim consolidated financial statements 4 September 30, 2014

6 1. Description of Business The principal business of and its 100% owned subsidiary company, Dawson Oil Transportation Corp., (jointly Kallisto or the Company ) is the acquisition, exploration, exploitation, development, production and transportation of oil and natural gas reserves. All activity is conducted in Alberta and Saskatchewan and comprises a single operating segment. Kallisto is a public company (TSXV: KEC) incorporated under the Alberta Business Corporations Act. Its head office is located at 2200, 250 Fifth Street S.W., Calgary, Alberta. 2. Basis of Presentation These condensed interim consolidated financial statements (the Statements ) of the Company have been prepared by management in accordance with International Accounting Standard 34 (Interim Financial Reporting) as issued by the International Accounting Standard Board ( IASB ). The Statements are condensed as they do not include all of the information required for full annual financial statements, and they should be read in conjunction with the consolidated financial statements for the year ended December 31, The policies applied in these Statements are based on International Financial Reporting Standards ( IFRS ) issued and outstanding as at November 11, 2014 the date these Statements were approved by the Board of Directors. These Statements are presented in Canadian dollars and have been prepared on the historical cost basis, except for stock-based payments which are presented at fair value. 3. New IFRS Pronouncements IFRS 15 Revenue from Contracts with Customers In May 2014, the International Accounting Standard Board (IASB) issued a new International Financial Reporting Standard (IFRS) on the recognition of revenue from contracts with customers. IFRS 15 specifies how and when entities recognize revenue, as well as requires more detailed and relevant disclosures. IFRS 15 supersedes IAS 11 Construction Contracts, IAS 18 Revenue, IFRIC 13 Customer Loyalty Programmes, IFRIC 15 Agreements for the Construction of Real Estate, IFRIC 18 Transfers of Assets from Customers and SIC-31 Revenue Barter Transactions Involving Advertising Services. The Section provides a single, principles based five-step model to be applied to all contracts with customers, with certain exceptions. The five steps are: identify the contract(s) with the customer; identify the performance obligation(s) in the contract; determine the transaction price; allocate the transaction price to each performance obligation in the contract; and recognize revenue when (or as) the entity satisfies a performance obligation. The standard is effective for annual periods beginning on or after January 1, Earlier application is permitted. 5 September 30, 2014

7 4. Property and Equipment Cost Petroleum and natural gas properties Pipeline Corporate assets At December 31, 2013 $ 25,694,967 $ 3,779,924 $ 220,020 $ 29,694,911 Additions 338,437 12, ,944 Dispositions (234,165) (234,165) Impairment (586,627) (586,627) Changes in estimates to decommissioning provisions Total 258, ,387 Classified as held for sale (3,780,618) (3,780,618) At September 30, 2014 $ 25,471,305 $ $ 232,527 $ 25,703,832 Accumulated depletion and depreciation At December 31, 2013 $ 6,695,840 $ 3,212,901 $ 165,013 $ 10,073,754 Depletion and depreciation 894,822 85,386 11, ,200 Classified as held for sale (3,298,287) (3,298,287) At September 30, 2014 $ 7,590,662 $ $ 177,005 $ 7,767,667 Net book value At December 31, 2013 $ 18,999,127 $ 567,023 $ 55,007 $ 19,621,157 At September 30, 2014 $ 17,880,643 $ $ 55,522 $ 17,936,165 During 2014, the Company sold certain assets in the Crossfield, Alberta area for proceeds of $350,000. The carrying value of these assets was $234,165. In addition, the recorded decommissioning provision of $123,691 was reversed (see Note 8), resulting in a gain on disposition of assets of $239,526. The Company recorded impairment of $586,627 during the period as a result of the expiry of lands at Chambery, Saskatchewan and the increase in decommissioning provision on properties for which the Company has recorded carrying no value. 5. Exploration and Evaluation Assets At December 31, 2013 $ 2,429,930 Additions 146,557 Impairment (101,501) Cost at September 30, 2014 $ 2,474,986 6 September 30, 2014

8 (5. Exploration and Evaluation Assets continued) The Company recorded impairment of $101,501 during the period primarily on its Crossfield, Alberta properties. The current carrying value of the Exploration and Evaluation assets has been calculated as: the costs of development work on wells for which reserves have yet to be assigned by independent reserve engineers, but for which development work continues and are not viewed by management as impaired; and the fair value less costs to sell of undeveloped land. Management used average area land sale values in estimating the fair value less costs to sell. 6. Assets and Liabilities Held for Sale The Company is negotiating to sell certain non-core assets in the Crossfield and Dawson areas of Alberta. Pursuant to the requirements of IFRS 5 Non-current Assets Held for Sale and Discontinued Operations, management has determined that the assets and associated liabilities should be classified as held for sale. The assets and liabilities held for sale presented on the condensed interim consolidated balance sheet at September 30, 2014 are as follows: Property and equipment $ 1,175,331 Expenditures by Company that the purchaser has agreed to reimburse 250,000 Assets held for sale $ 1,425,331 Decommissioning provision $ 919,102 Liabilities held for sale $ 919,102 Income (loss) attributable to assets held for sale reported in the condensed interim consolidated statements of comprehensive income and loss is as follows: September 30, 2014 September 30, 2013 Pipeline revenue $ 600,000 $ 630,000 Production and transportation expenses (2,056) (41,819) Pipeline expenses (226,026) (212,475) Pipeline depreciation (85,386) (132,468) Income attributable to assets held for sale $ 286,532 $ 243,238 7 September 30, 2014

9 7. Bank Loan September 30, 2014 December 31, 2013 Revolving bank facility $ 4,998,003 $ 4,748,462 On July 16, 2013, the Company renewed its revolving loan facility of $8.5 million. The loan facility has an interest rate of the lender s prime lending rate plus 1.50%, for an effective rate of 4.5% as at September 30, In addition to the $4,998,003 drawn against the facility at September 30, 2014, the Company has issued letters of credit totalling $2,342,900 against the facility. The facility is secured by a fixed and floating charge on the Company s assets. 8. Decommissioning Provision September 30, 2014 December 31, 2013 Balance, beginning of period $ 5,661,644 $ 4,615,005 Increase in (disposal of) obligations (123,691) 826,608 Liabilities settled (203,100) (189,395) Revisions to estimate 259,387 1,062,010 Accretion expense 95,862 88,416 Provision attributable to assets held for sale (178,102) (741,000) Balance, end of period $ 5,512,000 $ 5,661,644 The Company s decommissioning provision results from its ownership of petroleum and natural gas properties, including well sites, batteries, gathering systems and an oil pipeline. The total provision is estimated based on the Company s net ownership interest in all wells and facilities, estimated costs to reclaim and abandon these wells and facilities and the estimated timing of the costs to be incurred in future years. The average discount factor at September 30, 2014, being the average risk free rate related to the liabilities, is 2.49% (December 31, %). 9. Share Capital The Company is authorized to issue an unlimited number of common shares and an unlimited number of preferred shares, all without nominal or par value. Common Shares Number Amount Share Capital, December 31, ,580,566 $ 47,818,672 Flow-through common shares issued (net of issue costs) 7,185, ,529 Common shares on exercise of stock options 160,000 16,000 Share Capital, September 30, ,926,280 $ 48,218,201 8 September 30, 2014

10 (9. Share Capital continued) On August 21, 2014, the Company issued 7,185,714 common shares on a flow-through basis (the Flow Through Shares ) at a price of $0.07 per Flow Through Share for gross proceeds of $503,000. The gross proceeds from the sale of the Flow Through Shares will be used to fund Canadian development expenses, which will be renounced in favour of the subscribers of the Flow Through Shares effective on or before December 31, The Company has recorded a flow through share premium liability of $107,786, calculated as the number of shares issued multiplied by $0.015, the difference between the issue price and the market price on August 21, On September 30, 2014, 160,000 stock options were exercised at a price of $0.10 per share. The following is a summary of the Company s contributed surplus: Balance, December 31, 2013 $ 11,340,311 Stock based compensation expense 10,899 Balance, September 30, 2014 $ 11,351,210 The Company s contributed surplus is related to the following: Acquisition of petroleum and natural gas assets from related party December 31, changes September 30, 2014 $ 5,389,125 $ 5,389,125 Stock-based compensation expense 3,351,181 10,899 3,362,080 Expire of warrants 2,444,696 2,444,696 Cancellation of shares 8,808 8,808 Other 146, ,501 $ 11,340,311 10,899 $ 11,351, Stock Options The Company has issued stock options to officers, directors, employees, and certain consultants to purchase shares in the Company. Subject to the policies of the TSX Venture Exchange, options are granted at the market price of the shares at the date of grant, have a five year term, and vest over period of up to two years. The number and weighted average exercise prices of share options are as follows: Number of stock options Weighted average exercise price ($/share) Balance, December 31, ,768, Stock options exercised (160,000) (0.10) Stock options forfeited (1,491,000) (0.67) Balance, September 30, ,117, September 30, 2014

11 (10. Stock Options continued) The following table summarizes information about stock options outstanding as at September 30, 2014: Exercise Price Options Outstanding Weighted Average Remaining Years on Outstanding Options Exercisable Weighted Average Remaining Years on Exercisable Options $ , , $ , , $ , , $ , , $ , , $ , , $ , , $ , , $0.10 1,640, ,160, Total 4,117, ,637, Finance Costs Three months ended September 30 Nine months ended September Interest expense $ 50,453 $ 65,463 $ 220,439 $ 161,728 Interest Income (316) Allowance for doubtful accounts 298, ,493 - Accretion of decommissioning provision (1) 101,685 70, , ,398 Total $ 450,631 $ 136,362 $ 694,204 $ 399,810 (1) Includes $79,710 (3 months - $72,020) in actual decommissioning expenses incurred during 2014 that exceeded the amounts estimated in the decommissioning provision ( $106,471; 3 months - $255). 12. Financial Instruments and Risk Management The Company is exposed to financial risk in a range of financial instruments including cash, accounts receivable, assets held for sale, accounts payable and accrued liabilities, liabilities held for sale and bank loan. The Company manages its exposure to financial risks by operating in a manner that minimizes its exposure to the extent practical. The main financial risks affecting the Company are discussed below. 10 September 30, 2014

12 (12. Financial Instruments and Risk Management continued) Financial Instruments Financial instruments of the Company carried on the condensed interim consolidated balance sheets consist of cash, accounts receivable, accounts payable and accrued liabilities and bank loan. The fair market value of cash, accounts receivable, accounts payable and accrued liabilities approximate their carrying value due to their short term to maturity. The Company s bank loan also approximates its carrying value as the credit facility bears interest at the prevailing interest rate. Cash is classified as financial assets recorded at fair value through profit or loss and is measured at fair value; accounts receivable are classified as loans and receivables and are measured at amortized cost. The financial liabilities are classified as other liabilities and are measured at amortized cost. Transaction costs related to financial instruments are expensed in the period they are incurred. The Company does not hold any derivative financial instruments or any embedded derivatives and does not apply hedge accounting. Credit Risk Credit risk arises when a failure by counterparties to discharge their obligation could reduce the amount of future cash inflows from financial assets on hand at the balance sheet date. A majority of the Company s financial assets at the balance sheet date arise from the sale of crude oil, natural gas liquids and natural gas and from joint venture billings to its partners resulting from joint operations undertaken by the Company. Industry standard dictates that commodity sales are settled on the 25th day of the month following the month of production. The Company markets its oil and natural gas to large purchasers to mitigate credit risk. When major joint operations are conducted on behalf of a joint venture partner relating to capital expenditures, costs of such operations are paid for in advance to the Company by way of a cash call by the partner of the operation being conducted. The maximum exposure to credit risk at September 30, 2014 is estimated to be equal to the value of the Company s cash and accounts receivable. The Company assesses quarterly if there has been any impairment of the financial assets of the Company. At September 30, 2014, the Company s accounts receivable consisted of: revenue $298,000; joint interest invoices $408,000; and other receivables and inventory $80,000. At September 30, 2014, the Company considers its accounts receivables to be aged as follows: September 30, 2014 Not past due $ 503,000 Past due by less than 90 days 28,000 Past due by more than 90 days 255,000 Total $ 786,000 Approximately $165,000 of the accounts receivables past due by more than 90 days are offset by accounts payable due to the same companies. There are no financial assets that the Company considers uncollectable. During 2014, the Company marketed its crude oil and natural gas primarily through one purchaser. That purchaser comprised approximately 34% ( %) of the accounts receivable balance at September 30, 2014 and 83% ( %) of revenue for the period ended September 30, This purchaser is considered to have high credit worthiness. 11 September 30, 2014

13 (12. Financial Instruments and Risk Management continued) Market Risk Interest Rate Risk Interest rate risk refers to the risk that the value of a financial instrument or cash flows associated with the instrument will fluctuate due to changes in market interest rates. The Company is exposed to interest rate risk for both cash on deposit and on funds it borrows at floating interest rates as disclosed in Note 7. The Company currently does not use interest rate hedges or fixed interest rate contracts to manage the Company s exposure to interest rate fluctuations. Assuming all other variables remain constant, a 1% increase or decrease in interest rates would have impacted the earnings of the Company during the period ended September 30, 2014 by approximately $39,000. Commodity Price Risk The Company is exposed to fluctuations in commodity prices for crude oil, natural gas, and natural gas liquids. Commodity prices are affected by many factors including supply and demand. The Company monitors these risks and when appropriate, utilizes financial instruments to manage its exposure to these risks. Financial hedges utilized to manage the Company s exposure to commodity price fluctuations are disclosed in Note 12. Liquidity Risk Liquidity risk includes the risk that, as a result of the Company s operational liquidity requirements: (a) (b) (c) The Company will not have sufficient funds to settle a transaction on the due date; The Company will be forced to sell assets at a value which is less than what they are worth; or The Company may be unable to settle or recover a financial asset at all. The Company s operating cash requirements, including amounts projected to complete the Company s existing capital expenditure program, are continuously monitored and adjusted as input variables change. These variables include, but are not limited to, available bank lines, oil and natural gas production from existing wells, results from new wells drilled, commodity prices, cost overruns on capital projects, and regulations relating to prices, taxes, royalties, land tenure, allowable production, and availability of markets. As these variables change, liquidity risks may require the Company to issue equity or obtain project debt financing. There is a risk that the Company will be unable to issue equity or obtain debt financing due to market conditions that may exist at the time funding is required. The Company also mitigates liquidity risk by maintaining an insurance program to minimize exposure to insurable losses. Currently, the Company s maturities of financial liabilities as at September 30, 2014 are within one year for accounts payable and accrued liabilities. The credit facility is callable at any time by the bank. Capital Risk Management The Company s objective when managing capital is to safeguard its ability to continue as a going concern, so that it can continue to provide returns to shareholders and benefits for other stakeholders. The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. The Company s objective is met by retaining adequate equity to guard against the possibility that cash flows from assets will not be sufficient to meet future cash flow requirements. The Board of Directors does not establish quantitative return on capital criteria for the Company, but rather promotes year over year sustainable growth in net income, asset value, and cash flow from operating activities. 12 September 30, 2014

14 (12. Financial Instruments and Risk Management continued) The Company defines capital as total cash, available bank loan, and total equity. September 30, 2014 December 31, 2013 Cash $ 286,214 $ 75,975 Available bank loan (1) 1,159,097 2,409,346 Total equity 10,403,532 11,310,900 Total capital $ 11,848,843 $ 13,796,221 (1) The available bank loan is calculated as the Company s borrowing base less current loan drawings and letters of credit issued against the loan facility (Note 7). 13. Commitments The Company has committed to sell 9,200 gigajoules ( GJ ) of natural gas during the period October 1, 2014 to December 31, 2014 at a price of $4.30 per GJ. On August 21, 2014, the Company issued 7,185,714 common shares on a flow-through basis (the Flow Through Shares ) at a price of $0.07 per Flow Through Share for gross proceeds of $503,000. The gross proceeds from the sale of the Flow Through Shares will be used to fund Canadian development expenses, which will be renounced in favour of the subscribers of the Flow Through Shares effective on or before December 31, As at September 30, 2014, the Company has not incurred any Canadian development expenses against this commitment. Effective October 1, 2014, the Company entered into an office sublease expiring on September 30, The sublease commitments (including estimated operating costs) are: Year 2014 $ 149, , , ,447 Total $ 1,797, Supplemental Financial Disclosure Nine months ended September Changes in non-cash working capital: Decrease in accounts receivable $ 726,206 $ 166,736 Less: allowance for doubtful accounts (298,493) Increase in prepaid expenses (57,692) (27,246) Decrease in accounts payable and accrued liabilities (1,090,379) (218,223) Increase in inventory (61,950) Decrease in other assets 640,000 Non-cash working capital (decrease) increase $ (720,358) $ 499, September 30, 2014

15 (14. Supplemental Financial Disclosure continued) Allocated to: Operating $ (29,198) $ (380,019) Investing (691,160) 150,748 Acquisition of Minnehik Buck Lake lands 728, Subsequent Events $ (720,358) $ 499,317 On October 1, 2014 Company closed a private placement (the Financing ), issuing an aggregate of approximately 296,296,296 units ( Units ) at a price of $ per Unit and approximately 444,444,444 common shares at a price of $ per common share for total proceeds of approximately $25 million to the new management team and Board of Directors (the New Management Team ) together with other individuals and financial institutions identified by the New Management Team. Each Unit consists of one common share and one performance warrant (a Warrant ), which entitles the holder of such Warrant to purchase one common share at a price of $0.045 per common share within five years from the date of issuance with one-third vesting each of when the 20 day volume weighted average price ( VWAP ) of the common shares meets or exceeds $0.065, $0.085 and $0.11, respectively. The proceeds raised from the Financing will initially be used to pursue acquisitions and for general corporate purposes. The Company received final approval for the Financing from the TSX Venture Exchange on October 30, Contemporaneous with the Closing, the appointment of the New Management Team was completed. The New Management Team is led by Barry Olson as President & Chief Executive Officer, Donald Sabo as Executive Vice President, Greg Phaneuf as Vice President, Finance & Chief Financial Officer, Elizabeth More as Vice President, Exploration & Geology, Neil Wilson as Vice President, Engineering, Kellie D Hondt as Vice President, Land & Business Development and Paul Storey as Vice President, Operations. The Board of Directors of Kallisto is now comprised of Barry Olson, James Mahoney, Dean Bernhard, Donald Sabo, and Chris Seasons. Scott Cochlan will act as Corporate Secretary. It is anticipated that the shareholders of Kallisto will be asked to approve a change of the Company's name to "Toro Oil & Gas Ltd.", and approve a consolidation of the common shares of the Company of up to 40 : 1 at a meeting to be held on November 20, On October 28, 2014, Kallisto set the record date for a rights offering (the Rights Offering ) being conducted as part of the above transaction. The record date for the Rights Offering has been set for November 7, 2014 (the Record Date ). Pursuant to the Rights Offering, each shareholder will be issued one right ( Right ) for each common share held as of the Record Date, entitling that holder to purchase one (1) common share for each six (6) Rights held at an exercise price of $ per common share at or before the expiry of time of the Rights Offering, following which all outstanding Rights shall terminate and expire. There will be no backstop or stand-by commitment for the Rights Offering and shareholders will not be offered an additional subscription privilege. Subscribers in the Financing shall not be entitled to participate in the Rights Offering. A maximum of 16,821,046 common shares are issuable pursuant to the Rights Offering for aggregate gross proceeds of approximately $567,700. The Rights Offering is subject to applicable regulatory approval, including the TSX Venture Exchange. As a condition of the private placement, the Company and holders of 3,935,000 stock options entered into option termination agreements on October 1, September 30, 2014

16 (15. Subsequent Events continued) On November 5, 2014, the Company purchased a 100% interest in 32.5 sections of undeveloped land in central Alberta for $1,600,000 from two private companies. Donald Sabo, Executive Vice President and a director of the Company, controls one of the private companies. 15 September 30, 2014