Condensed Consolidated Interim Financial Statements Nine month period ended March 31, 2015 (Expressed in Canadian dollars) (Unaudited Prepared by Management) 1
NOTICE TO READERS The accompanying unaudited interim financial statements of the Company have been prepared by and are the responsibility of the Company s management. The Company s independent auditor has not performed a review of these condensed Consolidated Interim Financial Statements. 2
Condensed Consolidated Interim Statements of Financial Position ASSETS March 31, June 30, 2015 2014 Note (unaudited) (audited) Current Cash $ 170 $ 975 Accounts receivable and prepaid expenses 4,817 3,662 4,987 4,637 Security/ reclamation deposit 100 3,100 Mineral properties 4 1,412,692 1,412,364 Equipment 48 60 LIABILITIES $ 1,417,827 $ 1,420,161 Current Accounts payable and accrued liabilities $ 37,602 $ 42,269 Due to related parties 7 126,826 83,255 SHAREHOLDERS' EQUITY 164,428 125,524 Share Capital 5 8,470,592 8,470,592 Contributed Surplus 1,279,144 1,279,144 Deficit (8,496,337) (8,455,099) 1,253,399 1,294,637 $ 1,417,827 $ 1,420,161 APPROVED BY THE DIRECTORS: Blake Macdonald" (signed) "Brandon MacDonald" (signed) Director Director See notes to consolidated financial statements.3
Condensed Consolidated Interim Statements of Loss and Comprehensive Loss Three months ended March 31, Nine months ended March 31, 2015 2014 2015 2014 $ $ $ $ (unaudited) (unaudited) (unaudited) (unaudited) Administration Expenses Consulting - - - - Amortization 4 27 13 45 Investor relations - - - - Office facilities and operations 736 1,434 7,288 7,988 Management fees - - - - Professional fees incl. legal, audit and accounting 2,588 1,088 18,709 18,246 Transfer agent and filing fees 10,614 2,277 13,668 7,067 Travel and promotion 690 853 1,560 2,266 Foreign exchange loss (gain) - - - - Other 14,632 5,679 41,238 35,612 Interest income - - - - Loss and comprehensive loss for the period (14,632) (5,679) (41,238) (35,612) Basic and diluted loss per common share (0.001) (0.000) (0.003) (0.003) See notes to consolidated financial statements.4
Condensed Consolidated Interim Statements of Cash Flow Three months ended Nine months ended March 31, March 31, Cash Provided from (Used for) Operating Activities 2015 2014 2015 2014 $ $ $ $ Loss for the period (14,632) (5,679) (41,238) (35,612) Items not affecting cash - Amortization 4 27 13 45 Changes in non-cash working capital accounts Accounts receivable and prepaid (810) 637 (1,155) 4,135 Accounts payable (5,123) (1,238) (4,668) 2,451 (20,561) (6,253) (47,048) (28,981) Financing Activities Due to related parties 17,089 6,837 43,571 30,676 Security / reclamation deposit 3,000-3,000-20,089 6,837 46,571 30,676 Investing Activities Expenditures on mineral properties (50) (278) (328) (1,131) Increase ( Decrease) In Cash (522) 306 (805) 564 Cash, Beginning of Period 692 637 975 380 Cash, End of Period 170 943 170 944 Supplemental Cash Flow Information Issued 3,433,400 shared for debt - - - 171,670 See notes to consolidated financial statements.5
Condensed Consolidated Statements of Shareholders Equity For the Nine Months Ended March 31, 2015 Accumulated Share Capital Other Contributed Comprehensive Shares Amount Surplus Loss Deficit Total Balance June 30, 2013 7,934,808 8,401,924 1,279,144 - (8,119,580) 1,561,488 issued for debt 3,433,400 171,670 - - - 171,670 Net loss for the period - - - (35,612) (35,612) Balance March 31, 2014 11,368,208 8,573,594 1,279,144 - (8,155,192) 1,697,546 Balance June 30, 2014 11,368,208 8,470,592 1,279,144 - (8,455,099) 1,294,637 Net loss for the period - - - - (41,238) (41,238) Balance March 31, 2015 11,368,208 8,470,592 1,279,144 - (8,496,337) 1,253,399 See notes to consolidated financial statements.6
1. NATURE OF OPERATIONS AND GOING CONCERN Arcturus Ventures Inc. ( our or the Company ) was incorporated under the Companies Act of British Columbia. The Company is listed on the TSX Venture Exchange ( TSX.V ) under the symbol AZN. Our head office, principal address, records office and registered address is located at Suite 141 757 Hastings Street W., Vancouver, British Columbia, Canada V6C 1A1. The Company s principal activity is the acquisition and exploration of resource properties. The Company is currently in the exploration stage of developing its mineral properties and has not yet determined whether these properties contain mineral reserves that are economically recoverable. These financial statements have been prepared assuming the Company will continue on a goingconcern basis. The Company has incurred losses since inception and has a net working capital deficit of $159,441 as at March 31, 2015 as compared to a working capital deficit of $111,446 at March 31, 2014. The company does not have sufficient funds to continue operations for the next 12 months and will be required to raise additional funds to meet the going concern criteria. The ability of the Company to continue as a going concern and meet its commitments as they become due, including exploration and development of its mineral property interests, is dependent on the Company s ability to obtain the necessary financing. Management is currently assessing alternatives to raising additional funding which includes additional equity offerings or alternatively to dispose of its interests in certain properties. The outcome of these matters cannot be predicted at this time. If the Company is unable to obtain additional financing, management will be required to curtail the Company s operations. The business of mining exploration involves a high degree of risk and there is no assurance that current exploration projects will result in future profitable mining operations. The Company has no source of revenue and has significant cash requirements to meet its administrative overhead, pay its debts and liabilities, and maintain its mineral property interests. The recoverability of amounts shown for mineral property interests is dependent on several factors. These include the discovery of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the development of these properties, and future profitable production or proceeds from disposition of mineral property interests. The carrying value of the Company s mineral property interests may not reflect current or future values. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary, should the Company be unable to continue as a going concern. 7
2. BASIS PRESENTATION AND ADOPTION OF INTERNATIONAL FINANCIAL REPORTING STANDARDS ( IFRS ) These condensed consolidated interim financial statements have been prepared in accordance with International Financial Reporting Standards ( IFRS ) issued by the International Accounting Standard Board ( IASB ) applicable to the preparation of consolidated interim financial statements, including IAS 34, Interim Financial Reporting. These condensed consolidated interim financial statements do not include all of the information required for full annual financial statements and they should be read in conjunction with the annual financial statements for the year ended June 30, 2013 and the notes to the financial statements. The significant accounting policies used in the preparation of these condensed interim financial statements are consistent with those used in the preparation of the Company s annual financial statements ended June 30, 2014. These condensed interim financial statements have been prepared on a historical cost basis and presented in Canadian dollars, the Company s functional currency. 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of financial statements in conformity with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Financial Instruments The Company s financial instruments consist of current assets and current liabilities. The fair values of the current assets and current liabilities approximate their carrying amounts due to the short-term nature of these instruments. Mineral Properties The cost of resource properties and their related exploration costs are deferred until the properties are placed into production, sold or abandoned. These costs will be amortized over the estimated useful life of the properties following the commencement of production or writtenoff if the properties are sold, allowed to lapse, or abandoned. Cost includes the cash consideration and the fair market value of shares issued on the acquisition of mineral properties. Properties acquired under option agreements or joint ventures, whereby payments are made at the sole discretion of the Company, are recorded in the accounts at such time as the payments are made. The Company will assess the valuation of its properties on an annual basis and make allowances for a decline in value if required. The recorded cost of mineral claims and deferred exploration costs represent costs incurred and are not intended to reflect present or future values. The ultimate recovery of such capitalized costs is dependent upon the discovery and development of economic ore reserves or the sale of mineral rights. 8
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Equipment Equipment is comprised of exploration and office equipment which are recorded at cost and are amortized over their estimated useful lives on a declining balance basis at an annual rate of 30%. Share Capital Common shares issued for non-monetary consideration are recorded at their fair market value based upon the trading price of the Company s shares on the TSX Venture Exchange. Flowthrough shares are common shares which are issued under an agreement that, as provided for in the Canadian Income Tax Act, the Company transfers to the purchaser of the shares the benefits of the exploration expenditures that are financed by the proceeds of the share issue. Costs incurred to issue shares are deducted from share capital. Stock-Based Compensation and Other Stock-Based Payments The Company records compensation associated with stock-based awards when granted using the Black-Scholes fair value method and records the expense when the options vest with the recipients. For warrants issued as part of equity units offering, the value of warrants is measured using the Black-Scholes fair value method and the residual amount is allocated to shares. The proceeds received by the Company on the exercise of options are credited to share capital. Income Taxes The Company accounts for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Future tax assets and liabilities are measured using tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be settled. When the future realization of income tax assets does not meet the test of being more likely than not to occur, a valuation allowance in the amount of the potential future benefit is taken and no net assets are recognized. Such an allowance has been applied to all potential income tax assets of the Company. The Company s accounting policy for future income taxes has no effect on the financial statements of either of the fiscal years presented. Flow-Through Shares The Company has adopted the CICA s guidance on the accounting treatment of Canadian flowthrough shares through Emerging Issues Committee abstract-eic 146. All flow-through shares issued by the Company have been accounted for in accordance with this Abstract. The Abstract recommends that upon renunciation to the shareholders, the Company will reduce share capital and record a temporary future income tax liability for the amount of the tax deduction renounced to shareholders. In instances where the Company has sufficient available tax loss carry forwards or other deductible temporary differences available to offset the renounced tax deductions, the realization of the deductible temporary differences will be credited to operations in the period of renunciation. 9
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Asset Retirement Obligations The fair value of a liability for an asset retirement obligation is recognized on an undiscounted cash flow basis when a reasonable estimate of the fair value of the obligation can be made. The asset retirement obligation is recorded as a liability with a corresponding increase to the carrying amount of the related long-lived asset. Subsequently, the asset retirement cost is allocated to expense using a systematic and rational method and is adjust to reflect period-toperiod changes in the liability resulting from the passage of time and from revisions to either expected payment dates or the amounts comprising the original estimate of the obligation. As at March 31, 2015, the Company does not have any asset retirement obligations. Loss Per Share The Company uses the treasury stock method to compute the dilutive effect of options, warrants and similar instruments. Basic loss per share is calculated using the weighted average number of common shares outstanding during the year. Retirement of long-lived assets Long-lived assets are assessed for impairment when events and circumstances warrant, when the carrying amount of the assets exceed its estimated undiscounted net cash flow from use or its fair value, at which time the impairment is charged to earnings. Financial Instruments All financial instruments are classified into one of the following five categories: held for trading, held-to maturity, loans and receivables, available -for-sale financial assets, or other financial liabilities. Initial and subsequent measurement and recognition of changes in the value of financial instruments depends on their initial classification: Held-to-maturity investments, loans and receivables, and other financial liabilities are initially measured at fair value and subsequently measured at amortized cost. Available-for-sale financial assets are measured at fair value. Revaluation gains and losses are included in other comprehensive income (loss) until the asset is removed from the balance sheet. Held for trading financial instruments are measured at fair value. All gains and losses are included in net earnings (loss) in the period in which they arise. All derivative financial instruments are measured at fair value, even when they are part of a hedging relationship. All gains and losses are included in net earnings (loss) in the period in which they arise. The Company s financial instruments include, cash, amounts receivable, accounts payable and accrued liabilities, and due to related parties. The fair value of the financial instruments equals their carrying value. Cash is classified as held for trading amounts receivable is classified as loans and receivables while accounts payable and accrued liabilities, and due to related parties are classified as other financial liabilities. 10
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Comprehensive Income Comprehensive income (loss) is the change in the Company s net assets that results from all transactions, events, and circumstances not involving the Company s shareholders. This standard requires certain gains and losses that would otherwise be recorded as part of net earnings to be presented in other comprehensive income (loss) until it is considered appropriate to recognize into net earnings (loss). This standard requires the presentation of comprehensive income (loss), and its components in a separate financial statement that is displayed with the same prominence as the other financial statements. 11
4. MINERAL PROPERTY INTERESTS Balance, June 30, 2013 CANADA First Base RB LEWES MER KEE COLOMBIA Property Property Property Property Property Total $ $ $ $ $ $ 561,703 444,554 405,370 294,299 98,763 1,804,689 Acquisition - - - - - 1,128 Exploration Accommodation and meals - - 813 - - 816 Assays and geochem - - - - - - Geological services and consulting - - - - - - Drafting, maps, printing and supplies - - - - - - Expediting and field supplies - - - - - - Geologist's support - - - - - - Property Maintenance - - 315 - - 315 Transportation incl. helicopter - - - - - - Expenditures 2014 1,131 Balance, March 31, 2014 561,703 444,554 405,370 294,299 98,763 1,805,820 12
4. MINERAL PROPERTY INTERESTS (Continued) CANADA First Base Property RB Property LEWES Property MER Property KEE Property Total Balance, June 30, 2014 $ 561,703 $ 444,554 $ 406,105 $ 0 $ 0 $ 1,412,364 Acquisition - - - - - - Exploration Accommodation and meals - - - - - - Assays and geochem - - - - - - Geological services and consulting - - - - - - Drafting, maps, printing and supplies - - - - - - Expediting and Field supplies - - - - - - Geologist's support - - - - - - Property Maintenance (recoveries) - - 328 - - 328 Transportation incl. helicopter - - - - - - Expenditures - - 328 - - 328 Balance March 31, 2015 $ 561,703 $ 444,554 $ 406,433 $ 294,299 $ 98,763 $ 1,412,692 13
4. MINERAL PROPERTY INTERESTS (Continued) CANADA Whitehorse Mining District LEWES Property The Company acquired the 52 LEWES claims by staking. The Company has also signed an agreement to acquire a 100% interest in 13 additional claims. These claims are subject to a 2% net smelter returns (NSR) royalty. To earn a 100% interest in the 13 additional claims, the Company is required to issue 250,000 shares (issued), incur $2,000,000 in property expenditures over a 10 year period, and pay $1,000,000 cash in option payments according to the following table: Due Date Amount Status Within 5 business days of TSX Approval 20,000 Paid January 16, 2009 20,000 Paid January 16, 2010 30,000 Paid January 16, 2011 35,000 Paid January 16, 2012 40,000 Not paid January 16, 2013 50,000 Not paid January 16, 2014 120,000 Not paid January 16, 2015 150,000 Not paid January 16, 2016 150,000 January 16, 2017 185,000 January 16, 2018 200,000 Total $1,000,000 The city of Whitehorse had advised the Company that the city will not allow the proposed drilling program on the LEWES property as it believes the area is not appropriately designated for that use. The Company strongly disagrees with the city's decision and is consulting with legal counsel and advisers to decide on the appropriate course of action. The agreement between the Company and the Optionor is currently on hold awaiting two court cases that have a direct bearing on the Company s dispute with the City of Whitehorse. Watson Lake Mining District First Base Property The Company owns a 100% interest in the First Base Property, consisting of 28 claims, which had been acquired by the issue of 400,000 shares of the Company. RB Property The Company acquired, by staking, 36 claims located approximately 120 km SE of Ross River and 235 km east of Whitehorse. 14
4. MINERAL PROPERTIES (continued) MER Property The Company acquired by staking 232 quartz claims in the Yukon. KEELE Property The Company acquired by staking 88 quartz claims in the Yukon. 5. SHARE CAPITAL (a) Authorized 100,000,000 common shares without par value (b) Issuances There were no shares issued during the nine months ended March 31, 2015. (c) Summary of stock options outstanding as at March 31, 2015: Number Exercise price Type of Issue Outstanding per share Expiry date $ Stock options 176,500 0.60 January 14,2016 176,500 (d) There were no warrants outstanding at March 31, 2015. 6. CASH AND TERM DEPOSITS March 31, 2015 March 31, 2014 Cash $ 170 $ 944 Flow-through Cash - - Total $ 170 $ 944 15
7. RELATED PARTY TRANSACTIONS During the nine months ended March 31, 2015, the Company incurred billings of $nil (2014 -$nil) from non-arm s length parties for consulting and professional services. These transactions are in the normal course of operations. All transactions with related parties have occurred in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties. All of the above transactions and balances are in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties. Amounts due to related parties are non-interest-bearing, unsecured and without specified terms of repayment. 8. CAPITAL MANAGEMENT The Company s objective in managing its capital is to maintain the ability to continue as a going concern and to continue to explore on mineral property interests for the benefits of its stakeholders. The Company considers its capital to be the components of shareholders equity. Capital requirements are driven by the Company s exploration activities on its mineral property interests. To effectively manage the Company s capital requirements, the Company has a planning and budgeting process in place to ensure that adequate funds are available to meet its strategic goals. The Company monitors actual expenses to budget on all exploration projects and overheads to manage costs, commitments and exploration activities. As the Company is in the exploration stage, its operations have been and will continue to be funded by the sale of equity to investors. Although the Company has been successful in raising funds in the past through issuing common shares, it is uncertain whether it will continue this financing due to difficult conditions. The Company is not subject to any externally imposed capital requirements and did not change its approach to capital management during the period. 9. FINANCIAL RISK FACTORS The Company has classified cash as held-for-trading; investments as available-for-sale; accounts receivable as loans and receivables; reclamation bond as held-to-maturity; accounts payable and due to related parties as other financial liabilities. (a) Fair value The carrying values of cash, and accounts payable and accrued liabilities approximate their fair values due to the short-term maturity of these financial instruments. The fair value of investments is based on active market prices at the year-end date. The fair value of amounts due to related parties has not been disclosed as the fair value cannot be reliably measured since there is no active market for such instruments. 16
9. FINANCIAL RISK FACTORS (continued) (b) Credit risk Credit risk is the risk of a financial loss to the Company if counterparties to a financial instrument fail to meet its contractual obligations. The Company is not exposed to significant credit risk on its financial assets as cash is placed with major financial institutions. (c) Market risk Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises of three types of risk: interest rate risk, foreign currency risk and other price risk. (i) Interest rate risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is not exposed to significant interest rate risk due to the short-term maturity of its monetary current assets and current liabilities. The Company is exposed to interest rate price risk due to the fixed interest rates of its reclamation bond. Should the market interest rates increase/decrease by 1% over the fixed rates of its reclamation bond, the impact would be insignificant. (d) Liquidity risk Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. At March 31, 2015,, the Company has maintained a cash balance of $170 funds which is not sufficient to meet the needs for the coming year. The Company s approach to managing liquidity is to ensure that it will have sufficient liquidity to meet liabilities when due. The Company will be required to raise additional capital in order to fund operating costs and any major exploration operations. 17