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JETMF Global Crossing Airlines Group Inc (QB)

0.5376
0.06753 (14.37%)
18 Jul 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type
Global Crossing Airlines Group Inc (QB) USOTC:JETMF OTCMarkets Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.06753 14.37% 0.5376 0.4831 0.56 0.5475 0.465 0.47565 169,899 21:00:01

Report of Foreign Issuer (6-k)

29/09/2015 11:05am

Edgar (US Regulatory)




 

UNITED STATES
 
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C.  20549
 
Form 6-K
 
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
For the month of September 2015
Commission File Number 001-33439
JET METAL CORP.
 
(Translation of registrant’s name into English)
 
Suite 1240, 1140 West Pender St., Vancouver, B.C.  Canada  V6E 4G1
 
(Address of principal executive office)
 
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
 
Form 20-F  þ
Form 40-F  ¨
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):          _____
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):          _____
 
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.  Yes  ¨          No  þ
 
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):  82-______________
 
EXHIBIT INDEX
 

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.
 
   
JET METAL CORP.
   
By:
 
     
/s/ Sheila Paine
     
Sheila Paine
Date:  September 28, 2015
   
Corporate Secretary


 
 




 


 

 
 

 














JET METAL CORP.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTH PERIOD ENDED JULY 31, 2015

(Unaudited)
 (Expressed in Canadian Dollars)




 
 

 

 


 






NOTICE OF NO AUDITOR REVIEW OF

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS


Under National Instrument 51-102, Part 4, subsection 4.3 (3) (a), if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that an auditor has not reviewed the financial statements.

The accompanying unaudited condensed interim consolidated financial statements of Jet Metal Corp. (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 interim consolidated financial statements in accordance with standards established by the Canadian Institute of Chartered Accountants for a review of interim financial statements by an entity’s auditor.



 





 
 

 

JET METAL CORP.
 
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
 
AS AT
(Unaudited)
(Expressed in Canadian Dollars)
 
 
   
JULY 31, 2015
   
APRIL 30, 2015
 
             
ASSETS
           
             
Current assets
           
Cash and cash equivalents
  $ 2,140,619     $ 2,350,202  
Receivables
    25,746       26,070  
Prepaid expenses
    58,886       32,258  
      2,225,251       2,408,530  
                 
Available-for-sale investment (Note 5)
    200,000       200,000  
                 
Deposit (Note 10)
    100,000       100,000  
                 
Exploration and evaluation assets (Note 7)
    2,509,791       2,509,791  
                 
Property and equipment (Note 6)
    71,878       75,588  
                 
Reclamation bonds (Note 7)
    33,661       31,267  
                 
    $ 5,140,581     $ 5,325,176  
                 
LIABILITIES AND SHAREHOLDERS' EQUITY
               
                 
Current liabilities
               
Payables and accrued liabilities
  $ 177,372     $ 203,055  
Due to related party (Note 10)
    36,190       106,076  
      213,562       309,131  
                 
Due to related party (Note 10)
    206,810       206,810  
                 
Future reclamation provisions (Note 8)
    20,807       20,807  
      441,179       536,748  
Equity
               
Capital stock (Note 9)
    90,663,999       90,663,999  
Reserves
    21,475,351       21,475,351  
Deficit
    (107,439,948 )     (107,350,922 )
      4,699,402       4,788,428  
                 
    $ 5,140,581     $ 5,325,176  
Nature of operations and going concern (Note 1)
Subsequent event (Note 15)

Approved on September 25, 2015 on behalf of the Board of Directors:

“Ken Brophy”
Director
“Stewart Wallis”
Director
Ken Brophy
 
Stewart Wallis
 

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

 
1

 


JET METAL CORP.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
FOR THE THREE MONTH PERIODS ENDED JULY 31,
(Unaudited)
(Expressed in Canadian Dollars)

   
2015
   
2014
 
             
OPERATING ITEMS
           
Audit and accounting (recovery)
  $ 5,500     $ (20,617 )
Depreciation (Note 6)
    3,710       4,551  
     Exploration and evaluation (Note 7)
    15,270       4,106  
     Finance income
    (6,825 )     -  
     Foreign exchange loss (gain)
    1,638       (25 )
Insurance
    6,698       7,350  
Interest (Note 8)
    -       385  
Investor relations
    4,364       1,262  
Legal
    -       450  
Office and administration
    10,198       8,881  
Rent
    10,325       8,816  
Transfer agent and filing fees
    6,943       9,630  
Wages and salaries
    31,205       29,076  
      (89,026 )     (53,865 )
                 
                 
Loss on marketable securities (Note 4)
    -       (2,449 )
 
Net loss and comprehensive loss for the period
  $ (89,026 )   $ (56,314 )
                 
Basic and diluted loss per common share
  $ (0.00 )   $ (0.01 )
                 
Weighted average number of common share outstanding
    28,218,451       6,578,035  




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


 
2

 


JET METAL CORP.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTH PERIODS ENDED JULY 31,
(Unaudited)
(Expressed in Canadian Dollars)

   
2015
   
2014
 
             
CASH FLOWS FROM OPERATING ACTIVITIES
           
Net loss for the period
  $ (89,026 )   $ (56,314 )
Items not affecting cash:
               
           Depreciation
    3,710       4,551  
           Interest
    -       385  
           Loss on marketable securities
    -       2,449  
           Unrealized loss (gain) on foreign exchange
    (2,394 )     173  
Non-cash working capital item changes:
               
Receivables
    324       (2,202 )
Prepaid expenses
    (26,628 )     (29,384 )
Payables and accrued liabilities
    (25,683 )     (79,029 )
           Due to related party
    (69,886 )     105,832  
Net cash used in operating activities
    (209,583 )     (53,539 )
                 
CASH FLOWS FROM INVESTING ACTIVITIES
               
Proceeds from sale of marketable securities
    -       52,710  
                 
Net change in cash and cash equivalents during the period
    (209,583 )     (829 )
                 
Cash and cash equivalents, beginning of the period
    2,350,202       78,541  
 
Cash and cash equivalents, end of the period
  $ 2,140,619     $ 77,712  
Cash and cash equivalents
               
Cash
  $ 117,619     $ 54,712  
Liquid short term investments
    2,023,000       23,000  
 
 
  $ 2,140,619     $ 77,712  
Cash (paid) received for
               
Interest
  $ 1,979     $ -  
Taxes
  $ -     $ -  

Supplemental disclosures with respect to cash flows (Note 11)

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

 
3

 


JET METAL CORP.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Unaudited)
(Expressed in Canadian Dollars)


   
Capital Stock
                   
   
Number of Shares
   
Amount
   
Reserves
   
Deficit
   
Total
 
                               
Balance, April 30, 2014
    6,578,035     $ 87,411,032     $ 21,475,351     $ (106,993,193 )   $ 1,893,190  
Loss for the period
    -       -       -       (56,314 )     (56,314 )
                                         
Balance, July 31, 2014
    6,578,035       87,411,032       21,475,351       (107,049,507 )     1,836,876  
Private placement
    20,000,000       3,000,000       -       -       3,000,000  
Share issue costs - cash
    -       (34,106 )     -       -       (34,106 )
Common shares issued for debt
    1,640,416       287,073       -       -       287,073  
Loss for the period
    -       -       -       (301,415 )     (301,415 )
                                         
Balance, April 30, 2015
    28,218,451       90,663,999       21,475,351       (107,350,922 )     4,788,428  
Loss for the period
    -       -       -       (89,026 )     (89,026 )
                                         
Balance, July 31, 2015
    28,218,451     $ 90,663,999     $ 21,475,351     $ (107,439,948 )   $ 4,699,402  



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



 
4

 
JET METAL CORP.
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2015
(Unaudited)
(Expressed in Canadian Dollars)


 
1.   NATURE OF OPERATIONS AND GOING CONCERN
 
Jet Metal Corp. (the "Company" or “Jet Metal”) is an exploration stage company whose common shares trade on the TSX Venture Exchange and the OTC Markets Group’s OTCQB Marketplace.  The Company is in the business of acquiring, exploring and evaluating mineral resource properties, and either joint venturing or developing these properties further or disposing of them when the evaluation is completed.  The Company is incorporated under the laws of British Columbia. All of the Company’s resource properties are currently located in North America. The address of the Company’s registered office is #1240 – 1140 West Pender Street, Vancouver, British Columbia, Canada V6E 4G1.

The Company is in the process of exploring and evaluating its exploration and evaluation assets and has not yet determined whether the properties contain mineral reserves that are economically recoverable.  The recoverability of the amounts shown for exploration and evaluation assets are dependent upon the existence of economically recoverable mineral reserves, the ability of the Company to obtain necessary financing to complete the development of those mineral reserves and upon future profitable production.

These condensed interim consolidated financial statements have been prepared using International Financial Reporting Standards (“IFRS”) on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. At present, the Company has no producing properties and consequently has no current operating income or cash flows.  The continuing operations of the Company are dependent upon the Company’s ability to continue to raise adequate financing and to commence profitable operations in the future.  The Company intends to finance its future requirements through a combination of debt and/or equity issuance. There is no assurance that the Company will be able to obtain such financings or obtain them on favorable terms.

As at July 31, 2015, the Company had working capital of $2,011,689 (April 30, 2015 – $2,099,399) and a deficit of $107,439,948 (April 30, 2015 – $107,350,922).  Management has assessed that this working capital is sufficient for the Company to maintain its operations and activities for the upcoming fiscal year.

These condensed interim consolidated financial statements do not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses and statement of financial position classifications that would be necessary were the going concern assumption deemed to be inappropriate.  These adjustments could be material.

2.   BASIS OF PRESENTATION

a)   Significant accounting judgements and estimates
 

The preparation of the consolidated financial statements in conformity with IFRS requires management to make estimates and assumptions.  These estimates and assumptions affect the reported amounts of assets, liabilities, shareholders’ equity, and the disclosure of contingent assets and liabilities, as at the date of the consolidated financial statements, and expenses for the periods reported.

Critical Judgements

The preparation of these condensed interim consolidated financial statements requires management to make judgements regarding the going concern of the Company, as previously discussed in Note 1, as well as the determination of functional currency. The functional currency is the currency of the primary economic environment in which an entity operates, and has been determined for each entity within the Company. The functional currency for the Company and its subsidiaries has been determined to be the Canadian dollar.


 
5

 
JET METAL CORP.
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2015
(Unaudited)
(Expressed in Canadian Dollars)

 
2.   BASIS OF PRESENTATION (continued)

a)   Significant accounting judgements and estimates (continued)

Key Sources of Estimation Uncertainty

Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates and such differences could be significant.

Significant estimates made by management affecting these condensed interim consolidated financial statements include:

Deferred Tax Assets and Liabilities

The estimation of income taxes includes evaluating the recoverability of deferred tax assets and liabilities based on an assessment of the Company’s ability to utilize the underlying future tax deductions against future taxable income prior to expiry of those deductions. Management assesses whether it is probable that some or all of the deferred income tax assets and liabilities will not be realized. The ultimate realization of deferred tax assets and liabilities is dependent upon the generation of future taxable income, which in turn is dependent upon the successful discovery, extraction, development and commercialization of mineral reserves. To the extent that management’s assessment of the Company’s ability to utilize future tax deductions changes, the Company would be required to recognize more or fewer deferred tax assets or liabilities, and deferred income tax provisions or recoveries could be affected.

Recoverability of Exploration and Evaluation Assets

The Company is in the process of exploring and evaluating its exploration and evaluation assets and has not yet determined whether the properties contain mineral reserves that are economically recoverable.  The recoverability of  the amounts shown for exploration and evaluation assets are dependent upon the existence of economically recoverable mineral reserves, the ability of the Company to obtain necessary financing to complete the development of those mineral reserves and upon future production or proceeds from the disposition thereof.

Useful Life of Property and Equipment

Property and equipment is depreciated over its estimated useful life. Estimated useful lives are determined based on current facts and past experience, and take into consideration the anticipated physical life of the asset, the potential for technological obsolescence, and regulations.

Future Reclamation Provision

The Company assesses its provision for reclamation related to its exploration and evaluation activities at each reporting period or when new material information becomes available. Accounting for reclamation obligations requires management to make estimates of the future costs that will be incurred to complete the reclamation to comply with existing laws and regulations. Actual future costs that will be incurred may differ from those amounts estimated as a result of changes to environmental laws and regulations, timing of future cash flows, changes to future costs, technical advances, and other factors. In addition, the actual work required may prove to be more extensive than estimated because of unexpected geological or other technical factors. The measurement of the present value of the future obligation is dependent on selection of suitable discount rate and the estimate of future cash outflows. Changes to either of these estimates may materially affect the present value calculation of the obligation.
 

 
6

 
JET METAL CORP.
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2015
(Unaudited)
(Expressed in Canadian Dollars)

 
2.   BASIS OF PRESENTATION (continued)

 
b)   Approval of the condensed interim consolidated financial statements

The condensed interim consolidated financial statements of the Company for the three month period ended July 31, 2015 were reviewed by the Audit Committee and approved and authorized for issue by the Board of Directors on September 25, 2015.

 
c)   Basis of presentation

These condensed interim consolidated financial statements are presented in Canadian dollars, which is the functional currency of the Company and its subsidiaries, and have been prepared on a historical cost basis, except for certain financial instruments classified as fair value through profit or loss, and available-for-sale, which are stated at their fair value. In addition, these condensed interim consolidated financial statements have been prepared using the accrual basis of accounting, except for certain cash flow information.

 
d)   Statement of compliance

These condensed interim consolidated financial statements have been prepared in accordance with IFRS as issued by the International Accounting Standards Boards (“IASB”) and in accordance with International Accounting Standards (“IAS”) 34, Interim Financial Reporting.  The condensed interim consolidated financial statements do not include all the information required for full annual financial statements.

These condensed interim consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended April 30, 2015.

 
e)   Basis of consolidation

These condensed interim consolidated financial statements include the accounts of the Company, and its wholly owned subsidiaries, Target Exploration and Mining Corp. (“Target”), Crosshair Energy USA, Inc. (“Crosshair USA”), Gemini Metals Corp. (“Gemini”) as well as The Bootheel Project LLC (“BHP LLC”) in which the Company has a 81% interest. A wholly owned subsidiary is an entity in which the Company has control, directly or indirectly, where control is defined as the power to govern the financial and operating policies of an enterprise so as to obtain benefits from its activities. All intercompany transactions and balances have been eliminated on consolidation.

Details of the Company’s subsidiaries are as follows:

Name
Place of incorporation
Interest %
Principal activity
Target Exploration and Mining Corp.
British Columbia, Canada
100% ownership by the Company
Exploration and evaluation of mineral properties
Crosshair Energy USA, Inc.
Nevada, United States
100% ownership by Target
Exploration and evaluation of mineral properties
Bootheel Project LLC
Colorado, United States
81% ownership by Crosshair USA
Exploration and evaluation of mineral properties
Gemini Metals Corp.
British Columbia, Canada
100% ownership by the Company
In-active subsidiary


 
7

 
JET METAL CORP.
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2015
(Unaudited)
(Expressed in Canadian Dollars)

 
 
3.   SIGNIFICANT ACCOUNTING POLICIES
 
The accounting policies followed by the Company are set out in Note 3 to the audited consolidated financial statements for the year ended April 30, 2015 and have been consistently followed in the preparation of these condensed interim consolidated financial statements.

New Accounting Pronouncement

The following accounting pronouncement has been made, but is not yet effective for the Company as at July 31, 2015.  The Company is currently evaluating the impact of the amended standards on its consolidated financial statements.

In November 2009 and October 2010, the IASB issued IFRS 9, Financial Instruments (“IFRS 9”), which represents the completion of the first part of a three-part project to replace IAS 39, Financial Instruments: Recognition and Measurement, with a new standard. Per the new standard, an entity choosing to measure a liability at fair value will present the portion of the change in its fair value due to changes in the entity’s own credit risk in the other comprehensive income or loss section of the entity’s statement of comprehensive loss, rather than within profit or loss. Additionally, IFRS 9 includes revised guidance related to the derecognition of financial instruments. IFRS 9 applies to financial statements for annual periods beginning on or after January 1, 2018, with early adoption permitted.

 
4.   MARKETABLE SECURITIES
 
   
Canadian Zinc Corp.
(TSE: CZN)
   
Ausroc Metals Ltd.
(ASX: ARK)
   
Expedition Mining Inc. (CVE: EXU)
   
Total
 
                         
                         
Cost
                       
                         
Balance at April 30, 2014
  $ 2,458,336     $ 97,024     $ 1,000,000     $ 3,555,360  
Dispositions
    (2,458,336 )     -       (1,000,000 )     (3,458,336 )
Balance at April 30, 2015 and July 31, 2015
    -       97,024       -       97,024  
                                 
Adjustments to Fair Value
                               
                                 
Balance at April 30, 2014
    (2,436,510 )     (97,024 )     (966,667 )     (3,500,201 )
Adjustment for the period
    2,436,510       -       966,667       3,403,177  
Balance at April 30, 2015 and July 31, 2015
    -       (97,024 )     -       (97,024 )
                                 
Fair Value
                               
                                 
At April 30, 2015
  $ -     $ -     $ -     $ -  
At July 31, 2015
  $ -     $ -     $ -     $ -  

During the three month period ended July 31, 2014, the Company sold 54,565 common shares of Canadian Zinc Corporation and 2,222,222 common shares of Expedition Mining Inc. for net proceeds of $21,543 and $31,167, respectively.


 
8

 
JET METAL CORP.
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2015
(Unaudited)
(Expressed in Canadian Dollars)


5.   AVAILABLE-FOR-SALE INVESTMENT

On February 27, 2015, the Company purchased 1,000,000 common shares of Voleo, Inc. (“Voleo”) at a price of $0.20 per common share for an aggregate purchase price of $200,000.  Voleo is developing mobile applications and software platforms to meet the investment expectations of millennial investors.  It has built a functional prototype and designed a consumer version which is in development.  Voleo expects to have its first product available for launch in 2016.

A director of Voleo is a significant shareholder of the Company.

6.   PROPERTY AND EQUIPMENT

   
Exploration
Equipment
   
Storage
Containers
   
Total
 
                   
Cost
                 
                   
Balance at April 30, 2014
  $ 298,586     $ -     $ 298,586  
Additions
    -       3,000       3,000  
Balance at April 30, 2015 and July 31, 2015
    298,586       3,000       301,586  
                         
Accumulated Depreciation
                       
                         
Balance at April 30, 2014
    207,570       -       207,570  
Depreciation
    18,203       225       18,428  
Balance at April 30, 2015
    225,773       225       225,998  
Depreciation
    3,641       69       3,710  
Balance at July 31, 2015
    229,414       294       229,708  
                         
Net Book Value
                       
                         
At April 30, 2015
  $ 72,813     $ 2,775     $ 75,588  
At July 31, 2015
  $ 69,172     $ 2,706     $ 71,878  

 
7.   EXPLORATION AND EVALUATION ASSETS

Exploration and Evaluation Assets

The balance of exploration and evaluation assets relate to acquisition costs for the Central Mineral Belt (“CMB”) Silver Spruce Property as of July 31, 2015, April 30, 2015 and April 30, 2014.

There were no additions to, disposals of or impairment losses recorded with respect to exploration and evaluation assets during the year ended April 30, 2015 or three month period ended July 31, 2015.


 
9

 
JET METAL CORP.
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2015
(Unaudited)
(Expressed in Canadian Dollars)


7.   EXPLORATION AND EVALUATION ASSETS (continued)

Exploration and Evaluation Expenditures

The following table illustrates the exploration and evaluation expenditures incurred during the three month period ended July 31, 2015:

   
Bootheel Project
 
       
Administration
  $ 6,973  
Reporting
    9,980  
Recovery – JV Partner
    (1,683 )
    $ 15,270  

The following table illustrates exploration and evaluation expenditures incurred during the three month period ended July 31, 2014:

   
Bootheel Project
 
       
Administration
  $ 6,230  
Recovery – JV Partner
    (2,124 )
    $ 4,106  

Central Mineral Belt (“CMB”)

Moran Lake Property

Pursuant to an agreement dated October 14, 2004, the Company acquired an option to earn a 90% interest, subject to a 2% net smelter royalty (“NSR”) and a 10% carried interest to the vendor, in the Moran Lake Property, a uranium prospect located in Central Labrador, Newfoundland and Labrador, Canada.  The agreement was amended on March 1, 2005 to include additional claims adjacent to the Moran Lake Property, known as Moran Heights.

On November 1, 2013, the Company exercised its right to abandon those mineral claims that form the Moran Lake Property and terminated the related agreement.

The Company has recorded a provision for future reclamation costs in relation to the Moran Lake Property (Note 8).

Silver Spruce Property Amalgamation

In July 2008, the Company entered into an agreement with Expedition Mining Inc. ("Expedition"), formerly known as Universal Uranium Ltd., and acquired all of Expedition's interest (60%) in its joint venture project with Silver Spruce Resources Inc. in Labrador. Currently the Company has a 100% interest in the property subject to a 2% net smelter royalty payable to Silver Spruce and a 2% net smelter royalty payable to Expedition Mining Inc. on 60% of any production from the Silver Spruce Property.

 
10

 
JET METAL CORP.
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2015
(Unaudited)
(Expressed in Canadian Dollars)


7.   EXPLORATION AND EVALUATION ASSETS (continued)

Bootheel Project

On March 31, 2009, the Company acquired an interest in the Bootheel Property in Wyoming, USA through the acquisition of Target. Under a series of agreements between UR-Energy USA Inc. (“URE”), several of its subsidiaries, Target and Crosshair USA, a wholly owned subsidiary of Target, the Company could earn a 75% interest in BHP LLC, subject to certain royalties, by completing expenditures totalling US$3,000,000 on or before June 7, 2011. The Company made these expenditures, and additional expenditures, which increased its holdings to 81%. The Company, through Target, has earned an 81% interest in BHP LLC, representing an 81% interest in the underlying Bootheel Property.

Reclamation Bonds

As at July 31, 2015, the Company had outstanding reclamation bonds for the Bootheel Property of US$25,800 (April 30, 2015 - US$25,800) registered with the Wyoming Department of Environmental Quality and State Office of Lands and Investment.

8.   FUTURE RECLAMATION PROVISIONS

   
July 31, 2015
   
April 30, 2015
 
             
Beginning balance
  $ 20,807     $ 19,267  
Interest
    -       1,540  
Ending balance
  $ 20,807     $ 20,807  

As of July 31, 2015 and April 30, 2015, the balance of future reclamation provisions relates to the Moran Lake Property which the Company abandoned during the year ended April 30, 2014 (Note 7).  Although the Company no longer has title to the Moran Lake Property, it anticipates to incur cleanup costs in the future.  The timing of the cleanup costs is uncertain.

The total undiscounted amount of estimated cash flows required to settle the obligations is approximately $20,000, which was adjusted for inflation at the rate of 2% and discounted at 8% to April 30, 2015.
 
9.  CAPITAL STOCK AND RESERVES

Common share and share purchase warrant issuances
 
There were no common share or share purchase warrant issuances during the three month period ended July 31, 2015.
 
The Company issued the following common shares and share purchase warrants during the year ended April 30, 2015:
 
On December 9, 2014, the Company issued 612,500 common shares valued at $107,188 to settle amounts payable to MJM Consulting Corp. totaling $91,875 (Note 10).  This resulted in a loss on settlement of debt in the amount of $15,313.
 
On December 9, 2014, the Company issued 1,027,916 common shares valued at $179,885 to settle amounts payable to King & Bay West Management Corp. totaling $154,187 (Note 10).  This resulted in a loss on settlement of debt in the amount of $25,698.
 

 
11

 
JET METAL CORP.
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2015
(Unaudited)
(Expressed in Canadian Dollars)


9.  CAPITAL STOCK AND RESERVES (continued)

Common share and share purchase warrant issuances (continued)
 
On September 16, 2014, the Company closed a non-brokered private placement and issued 20,000,000 units at a price of $0.15 per unit for gross proceeds of $3,000,000. Each unit consists of one common share and one common share purchase warrant.  Each common share purchase warrant is exercisable to acquire one common share for a period of 5 years at an exercise price of $0.25.  The Company paid cash commission to certain arm’s length parties in the amount of $6,450 and cash share issue costs in the amount of $27,656.
 
Share purchase warrants
 
The following is a summary of warrant activities during the year ended April 30, 2015 and the three month period ended July 31, 2015:

   
Number of Warrants
   
Weighted Average Exercise Price
 
             
Outstanding, April 30, 2014
    -       -  
Issued
    20,000,000     $ 0.25  
Outstanding, April 30, 2015 and July 31, 2015
    20,000,000     $ 0.25  

As at July 31, 2015, the Company had the following share purchase warrants outstanding:

Outstanding
   
Exercise Price
   
Remaining Life (Years)
 
Expiry Date
                 
  20,000,000     $ 0.25       4.14  
September 16, 2019

Stock options

The Company’s Stock Option Plan is a 10% rolling plan that allows a maximum 10% of the issued shares to be reserved for issuance under the plan. Options granted under the plan may not have a term exceeding 10 years and vesting provisions are at the discretion of the Board of Directors.

The following is a summary of stock option activities during the year ended April 30, 2015 and the three month period ended July 31, 2015:

   
Number of Stock Options
   
Weighted Average Exercise Price
 
             
Outstanding, April 30, 2014
    342,213     $ 12.01  
Forfeited
    (232,750 )   $ 12.70  
Expired
    (83,463 )   $ 10.10  
Outstanding, April 30, 2015
    26,000     $ 11.95  
Forfeited
    (5,000 )   $ 3.80  
Outstanding, July 31, 2015
    21,000     $ 13.90  
 
 
 

 
12

 
JET METAL CORP.
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2015
(Unaudited)
(Expressed in Canadian Dollars)


9.  CAPITAL STOCK AND RESERVES (continued)

Stock options (continued)

At July 31, 2015, the following stock options were outstanding to directors, officers and employees:

Outstanding
   
Exercisable
   
Exercise Price
   
Remaining Life (Years)
 
Expiry Date
                       
  20,000       20,000     $ 14.40       0.39  
December 21, 2015
  1,000       1,000     $ 3.80       1.74  
April 24, 2017
  21,000       21,000                    

Share-based compensation

The Company recognizes compensation expense for all stock options granted using the fair value based method of accounting.  The Company recorded $Nil share-based compensation for the three month periods ended July 31, 2015 and 2014.

No stock options were granted during the year ended April 30, 2015 or the three month period ended July 31, 2015.

10.  RELATED PARTY TRANSACTIONS
 
Related parties and related party transactions impacting the condensed interim consolidated financial statements not disclosed elsewhere in these condensed interim consolidated financial statements are summarized below and include transactions with the following individuals or entities:

Key management personnel

Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole. The Company has determined that key management personnel consists of members of the Company’s Board of Directors, corporate officers, including the Company’s Chief Executive Officer, Chief Financial Officer, and Vice Presidents.

Remuneration attributed to key management personnel for the three month periods ended July 31, 2015 and 2014 is summarized as follows:

   
July 31, 2015
   
July 31, 2014
 
             
Short-term benefits(1)
  $ 12,671     $ 6,976  
 
(1)  
include base salaries and directors’ fees, pursuant to contractual employment or consultancy arrangements, management and consulting fees


 
13

 
JET METAL CORP.
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2015
(Unaudited)
(Expressed in Canadian Dollars)


10.  RELATED PARTY TRANSACTIONS (continued)
 
Other related party transactions and balances

King & Bay West Management Corp. (“King & Bay West”): King & Bay West is an entity owned by the former Executive Chairman of the Company, who remains an insider of the Company, and provides administrative, management, geological, regulatory, tax, business development and corporate communications services to the Company.

Transactions entered into with related parties other than key management personnel during the three month periods ended July 31, 2015 and 2014 include the following:

   
July 31, 2015
   
July 31, 2014
 
             
King & Bay West
  $ 44,568     $ 36,673  

Deposit as at July 31, 2015 consists of a security deposit in the amount of $100,000 (April 30, 2015 - $100,000) paid to King & Bay West in accordance with the management services agreement between King & Bay West and the Company (the “Management Services Agreement”).  Upon termination of the Management Services Agreement, the security deposit will be applied to the final invoice rendered by King & Bay West to the Company.

As at July 31, 2015, amounts due to a related party consist of $243,000 (April 30, 2015 - $312,886) payable to King & Bay West.  The amount due to King & Bay West consists of current and non-current amounts payable of $36,190 (April 30, 2015 - $106,076) and $206,810 (April 30, 2015 - $206,810), respectively.  The non-current amount payable to King & Bay West becomes due on September 16, 2016.

The amounts due to a related party are non-interest bearing.

Debt settlement

On September 16, 2014, the Company entered into a debt settlement agreement with King & Bay West and MJM Consulting Corp. (the “Debt Settlement Agreement”).  Under the terms of the Debt Settlement Agreement, King & Bay West agreed to forgive $246,063, including Goods and Services Tax of $20,911, payable by the Company, restructure $246,063 payable by the Company into a non-interest bearing two year term loan, and convert $154,187 payable by the Company into 1,027,916 fully paid and non-assessable common shares of the Company.  These common shares were valued at $179,885 and resulted in a loss on settlement of debt in the amount of $25,698.  In addition, MJM Consulting Corp. agreed to convert $91,875 payable by the Company into 612,500 fully paid and non-assessable common shares of the Company.  These common shares were valued at $107,188 and resulted in a loss on settlement of debt in the amount of $15,313.  The common shares were issued on December 9, 2014 (Note 9).

During the year ended April 30, 2015, the Company applied payments in the amount of $39,253 to the non-interest bearing two year term loan due to King & Bay West.  No additional payments were applied during the three month period ended July 31, 2015.
 

 
14

 
JET METAL CORP.
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2015
(Unaudited)
(Expressed in Canadian Dollars)

 
11.   SUPPLEMENTAL DISCLOSURES WITH RESPECT TO CASH FLOWS
 
There were no significant non-cash transactions affecting cash flows from investing or financing activities during the three month periods ended July 31, 2015 or 2014.

12.   SEGMENTED INFORMATION
 
The Company operates in one reportable operating segment, being the acquisition, exploration and evaluation of mineral properties in North America.

   
July 31, 2015
   
April 30, 2015
 
             
Exploration and evaluation assets
           
             
Canada
  $ 2,509,791     $ 2,509,791  
                 
Property and equipment
               
                 
    United States
  $ 1,902     $ 2,002  
    Canada
    69,976       73,586  
    $ 71,878     $ 75,588  
                 
Reclamation bonds
               
                 
    United States
  $ 33,661     $ 31,267  

13.   CAPITAL MANAGEMENT

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue the exploration and evaluation of its exploration and evaluation assets, acquire additional mineral property interests and to maintain a flexible capital structure which optimizes the costs of capital at an acceptable risk. In the management of capital, the Company includes its components of equity.

The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets.  To maintain or adjust the capital structure, the Company may attempt to issue new shares, issue debt, acquire or dispose of assets.

In order to maximize ongoing development efforts, the Company does not pay out dividends.  Management reviews its capital management approach on an ongoing basis and believes that this approach is reasonable given the relative size of the Company.

The Company currently is not subject to externally imposed capital requirements. There were no changes in the Company’s approach to capital management during the period.

14.   RISK MANAGEMENT AND FINANCIAL INSTRUMENTS

The fair value of the Company’s receivables, payables and accrued liabilities, and amounts due to a related party approximate carrying value, due to their short-term nature.  The Company’s cash and cash equivalents and marketable securities are measured at fair value under the fair value hierarchy based on level one quoted prices in active markets for identical assets or liabilities.  The Company’s available-for-sale investment is measured at amortized cost on the basis that the common shares do not have a quoted market price in an active market and the fair value cannot be reliably measured.  The Company’s other financial instruments, being reclamation bonds, are measured at amortized cost.
 

 
15

 
JET METAL CORP.
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2015
(Unaudited)
(Expressed in Canadian Dollars)

 
14.   RISK MANAGEMENT AND FINANCIAL INSTRUMENTS (continued)

The Company’s financial instruments are exposed to certain financial risks, including currency risk, credit risk, liquidity risk, interest rate risk and price risk.

Credit risk

Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations.

The Company is subject to credit risk on its cash and cash equivalents and receivables. The Company limits its exposure to credit loss by placing its cash and cash equivalents with major financial institutions. The Company has no investments in asset-backed commercial paper. The Company’s receivables consist mainly of Goods and Services Tax receivable due from the Government of Canada and accrued interest receivable due from a major financial institution.  The Company does not believe it is exposed to significant credit risk

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due.

The Company manages liquidity risk through its capital management as outlined in Note 13.  As a result of financing and debt restructuring completed during the year ended April 30, 2015, management believes the Company has sufficient funds to support ongoing operating expenditures and meet its liabilities as they fall due.

Market Risk 

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, commodity and equity prices, and foreign exchange rates.

(a)  
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 risk that the Company will realize a loss as a result of a decline in the fair value of any short-term investments included in cash and cash equivalents is minimal because these investments generally have a fixed yield rate.

(b)  
Price risk

The Company is exposed to price risk with respect to commodity prices, particularly uranium, and equity prices, since the Company possesses investments in publicly traded securities.  The Company closely monitors those prices to determine the appropriate course of action to be taken by the Company. However, there can be no assurance that the Company can exit these positions if required, resulting in proceeds approximating the carrying value of these securities.

(c)  
Currency risk

The Company’s expenditures are predominantly in Canadian dollars, and any future equity raised is expected to be predominantly in Canadian dollars.  As at July 31, 2015, the Company has accounts payable denominated in US dollars of US$57,081, cash of US$11,977 and reclamation bonds of US$25,800.  A 10% change in the Canadian dollar versus the US dollar would give rise to a gain/loss of approximately $2,500.


 
16

 
JET METAL CORP.
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2015
(Unaudited)
(Expressed in Canadian Dollars)

 
15.    SUBSEQUENT EVENT

·  
On September 17, 2015, the Company sold exploration equipment and storage containers located in Newfoundland and Labrador for proceeds of $35,000.


 
17

 

 
 
 
 




 


 

 

Jet Metal Corp.
Management Discussion & Analysis 
For the Three Month Period Ended July 31, 2015
Date Prepared: September 25, 2015 


GENERAL

This Management Discussion & Analysis (“MD&A”) is intended to supplement and complement the condensed interim consolidated financial statements and accompanying notes of Jet Metal Corp. (the “Company” or “Jet Metal”) for the three month period ended July 31, 2015. The information provided herein should be read in conjunction with the Company’s audited consolidated financial statements for the year ended April 30, 2015, the Company’s unaudited condensed interim consolidated financial statements for the three month period ended July 31, 2015, and the accompanying notes thereto.

All dollar figures presented are expressed in Canadian dollars unless otherwise noted.  Financial statements and summary information derived therefrom are prepared in accordance with International Accounting Standards (“IAS”) 34, Interim Financial Reporting.

Management is responsible for the preparation and integrity of the financial statements and MD&A, including the maintenance of appropriate information systems, procedures and internal controls and to ensure that information used internally or disclosed externally, including the financial statements and MD&A, is complete and reliable.  The Company’s Board of Directors follows recommended corporate governance guidelines for public companies to ensure transparency and accountability to shareholders.  The Board’s audit committee meets with management quarterly to review the financial statements including the MD&A and to discuss other financial, operating and internal control matters.

The reader is encouraged to review the Company’s statutory filings on www.sedar.com.

FORWARD LOOKING STATEMENTS

Certain of the statements made herein may constitute “forward-looking statements” or contain “forward-looking information” within the meaning of applicable Canadian and United States securities laws.  In this context, forward-looking statements often address expected future business and financial performance, and often contain words such as "anticipate", "believe", "plan", "estimate", "expect", and "intend", statements that an action or event "may", "might", "could", "should", or "will" be taken or occur, or other similar expressions. All statements, other than statements of historical fact, included herein are forward-looking statements including, without limitation; statements about the potential for additional mineralization at the Company’s properties, the estimation of mineral resource estimates, estimates of future administrative costs, statements about the Company’s future development of its properties and statements contained in the “Outlook” section of this MD&A. Forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward-looking statements, including, without limitation, risks and uncertainties relating to foreign currency fluctuations; risks inherent in mineral exploration and development including environmental hazards, industrial accidents, unusual or unexpected geological formations, ground control problems and flooding; risks associated with the estimation of mineral resources and reserves and the geology, grade and continuity of mineral deposits; the possibility that future exploration, development or mining results will not be consistent with the Company’s expectations; the potential for and effects of labour disputes or other unanticipated difficulties with or shortages of labour or interruptions in production; the potential for unexpected costs and expenses and commodity price fluctuations including the price of uranium; uncertain political and economic environments; changes in laws or policies, foreign taxation, delays or the inability to obtain necessary governmental permits; and other risks and uncertainties, including those described under Risk Factors Relating to the Company’s Business in the Company’s Annual Report on Form 20-F and in each MD&A.

 
1

 

Jet Metal Corp.
Management Discussion & Analysis 
For the Three Month Period Ended July 31, 2015
Date Prepared: September 25, 2015


Forward-looking information and forward-looking statements are, in addition, based on various assumptions including, without limitation, the expectations and beliefs of management, the assumed long term price of commodities; that the Company can access financing, appropriate equipment and sufficient labour and that the political environment will continue to support the development and operation of mining projects.  Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements.  Accordingly, readers are advised not to place undue reliance on forward-looking statements. The Company does not intend to update forward-looking statements or information, except as may be required by applicable law.

NATIONAL INSTRUMENT 43-101 COMPLIANCE

C. Stewart Wallis, P.Geo., a director of the Company and a Qualified Person as defined by National Instrument 43-101 (“NI 43-101”), has reviewed and approved the technical information contained in this MD&A. Further information on the Company’s mineral properties can be found in the following NI 43-101 Technical Reports which are available on SEDAR at www.sedar.com and the Company’s website:

·  
CMB Uranium Project: The Technical Report titled “Technical Report on the Central Mineral Belt (CMB) Property, Labrador Canada”, dated April 16, 2015.

·  
Bootheel Uranium Project: The Technical Report titled “Technical Report on the Bootheel Project for Jet Metal Corp. and The Bootheel Project LLC”, dated May 20, 2015.

DESCRIPTION OF BUSINESS AND OVERVIEW
 
The Company is a mineral exploration company engaged in acquiring, exploring and developing mineral properties. The Company is currently focused on maintaining its uranium properties in North America, as well as investigating other mineral opportunities and opportunities outside of the mineral resource sector.  The Company does not have any producing mineral properties at this time.

The Company’s common shares trade on the TSX Venture Exchange (the “TSX-V”) under the symbol “JET” and on the OTC Markets Group’s OTCQB Marketplace (the “OTCQB”) under the symbol “JETMF”.

The Company currently maintains exploration and evaluation properties in the province of Newfoundland and Labrador, Canada and the state of Wyoming, USA:
 
Ø  
Central Mineral Belt (“CMB”) Uranium Project in Labrador
 
Ø  
Bootheel Uranium (“Bootheel”) Project with UR-Energy USA, Inc. in Wyoming

Central Mineral Belt (“CMB”) Project

The CMB Project currently consists of a total of 359 claims, located in central Labrador.  These claims are subject to a 2% Net Smelter Return Royalty (“NSR”) payable to Silver Spruce Resources Inc. and also subject to a 2% NSR payable to Expedition Mining Inc. on 60% of any production from the property.  The most prospective area within these claims is the Two Time Prospect, which contains an Indicated Mineral Resource estimate of 2.33 M pounds of U3O8 (1.82 M tonnes grading 0.058% U3O8) and an Inferred Mineral Resource estimate of 3.73 M pounds of U3O8 (3.16 M tonnes grading 0.053% U3O8).  Further information on the CMB Project can be found in the NI 43-101 Technical Report dated April 16, 2015 which is available on SEDAR at www.sedar.com.

During the three month period ended July 31, 2015, the Company incurred acquisition costs of $Nil (Year ended April 30, 2015 - $Nil) and exploration and evaluation expenses of $Nil (July 31, 2014 - $Nil) related to the CMB Project.

Due to the challenging economic environment, the Company does not plan to spend any additional funds on the remaining CMB Project claims until market conditions improve, with the exception of reclamation work and claims and license renewals which may be required.


 
2

 

Jet Metal Corp.
Management Discussion & Analysis 
For the Three Month Period Ended July 31, 2015
Date Prepared: September 25, 2015

Bootheel Uranium Project

The Bootheel property is currently owned by the Bootheel Project LLC and consists of 81 Federal Mining claims and one State lease.  The Company currently has an 81% interest in The Bootheel Project LLC, subject to certain royalties.  The remaining 19% ownership of The Bootheel Project, LLC is held by UR-Energy USA Inc. (“URE”).

Project Summary

The Bootheel Project LLC acquired a database from Power Resources Inc. that includes reports, gamma logs, drill logs and other data which primarily covered the Federal mining claims but also included some historic data from the surrounding fee land.

These data, along with additional data acquired from Cameco Corporation, were compiled by the Company’s geological team and were combined with the results from over 50,000 feet of drilling completed by the Company at Bootheel during calendar year 2008. This compilation formed the basis for the Company’s 2011 drilling program which saw the completion of 76 bore holes, totaling 35,760 feet (10,900 metres).

A synthesis of all of these data enabled the Company to generate an Indicated Mineral Resource estimate of 1.12 million pounds of U3O8 (1.570M tons @0.036% eU3O8) and an Inferred Mineral Resource of 1.05 million pounds of U3O8 (1.315M tons @ 0.040% eU3O8) for the 81 Federal lode claims and single Wyoming State lease that currently comprise the Bootheel Property.  Further details can be found in the NI 43-101 Technical Report dated May 20, 2015, available on SEDAR at www.sedar.com.

The continuing downward pressure on the uranium price, in addition to the overall poor state of the junior resource market, has led the Bootheel Project LLC to place the project on care and maintenance, allowing expenditures to remain at a minimum, while maintaining the integrity of the data and land package.  To this end, during the year ended April 30, 2014, the Company released mineral claims that did not have any mineral resources identified on them or any significant prospectivity to contain such resources. This action reduced the total land package from 274 mineral claims and 2 state leases to the current level of 81 mineral claims and 1 state lease and allowed the Bootheel Project LLC to keep the most prospective ground in good standing. A reversal in the state of the uranium price specifically, as well as the junior resource market in general, may afford the Bootheel Project LLC the opportunity to further assess and evaluate its options for the future.

During the three month period ended July 31, 2015, the Company incurred acquisition costs of $Nil (Year ended April 30, 2015 - $Nil) related to the Bootheel Uranium Project.  During the three month period ended July 31, 2015, the Company continued to focus on maintaining the claims in good standing as well as updated technical reports, incurring net costs of $15,270 (July 31, 2014 - $4,106).  Exploration and evaluation expenditures related to the Bootheel Uranium Project include administrative costs of $6,973 (July 31, 2014 - $6,230) for insurance and renewals of claims and leases and reporting costs of $9,980 (July 31, 2014 - $Nil) to update the NI 43-101 Technical Report.  These exploration and evaluation expenses were partially offset by recoveries of $1,683 (July 31, 2014 - $2,124) in relation to URE’s portion of exploration and evaluation expenditures incurred on the Bootheel Uranium Project.

OUTLOOK

The Company successfully completed equity financing for gross proceeds of $3 million during the year ended April 30, 2015 which will allow the Company to evaluate new opportunities in the mineral resource sector and in other sectors, as well as maintain its current mineral exploration properties, and meet general corporate and working capital requirements.  In light of the current poor macroeconomic environment, the Company will continue to manage and closely monitor its discretionary costs and resources.

 
3

 

Jet Metal Corp.
Management Discussion & Analysis 
For the Three Month Period Ended July 31, 2015
Date Prepared: September 25, 2015

REVIEW OF CONSOLIDATED FINANCIAL RESULTS

Results of operations for the three month period ended July 31, 2015 compared to the three month period ended July 31, 2014:

For the three month period ended July 31, 2015, the Company reported a net loss of $89,026 or $Nil per common share, compared to a net loss of $56,314 or $0.01 per common share for the same period of the prior year.  The increase in net loss of $32,712 is discussed in detail below.

Operating Items

Total operating items for the three month period ended July 31, 2015 totaled $89,026, representing an increase of $35,161 compared to the same period of the prior year.  During the three month period ended July 31, 2015, the Company continued to experience decreased overall activity, with the exception of work completed to update NI 43-101 Technical Reports.

The Company recorded audit and accounting fees of $5,500 for the three month period ended July 31, 2015 relating to accruals for annual audit and tax preparation services.  A recovery of audit and accounting fees of $20,617 was recorded for the three month period ended July 31, 2014 as a result of reversing professional fees due to revised invoices previously received by the Company.  This recovery of professional fees was partially offset by accruals for annual audit and tax preparation services.

During the three month period ended July 31, 2015, the Company incurred exploration and evaluation expenses in the amount of $15,270 (July 31, 2014 - $4,106) which related to the Bootheel Uranium Project.  The increase in exploration and evaluation expense of $11,164 is due to the Company updating technical reports.  Details of exploration and evaluation activities are further discussed in “Description of Business and Overview”.

The Company earned finance income during the three month period ended July 31, 2015 in the amount of $6,825 (July 31, 2014 - $Nil).  Finance income earned during the three month period ended July 31, 2015 related to excess cash on hand from equity financing completed in September 2014 which is held in short-term investments.

During the three month period ended July 31, 2015, the Company recorded a foreign exchange loss in the amount of $1,638 (July 31, 2014 – gain of $25) in relation to transactions and balances denominated in US dollars and the effects of fluctuations in the US dollar relative to the Canadian dollar.

Insurance expense decreased by $652 during the three month period ended July 31, 2015 compared to the same period of the prior year as a result of the Company adjusting its insurance policy and negotiating more favourable terms for the current policy.

Investor relations for the three month period ended July 31, 2015 increased to $4,364 from $1,262 incurred in the same period of the prior year.  The increase in investor relations of $3,102 for the three month period ended July 31, 2015 was a result of business development initiatives undertaken.  Investor relations expenses also include the cost of news releases, website maintenance and hosting, and printing.

Office and administration expenses for the three month period ended July 31, 2015 in the amount of $10,198 (July 31, 2014 - $8,881) increased by $1,317 compared to the same period of the prior year and is attributable to usage of shared office facilities.

Rent expense for the three month period ended July 31, 2015 amounted to $10,325 (July 31, 2014 - $8,816), representing an increase of $1,509 which is also attributable to changes in the usage of shared office facilities.


 
4

 

Jet Metal Corp.
Management Discussion & Analysis 
For the Three Month Period Ended July 31, 2015
Date Prepared: September 25, 2015

Transfer agent and filing fees decreased to $6,943 for the three month period ended July 31, 2015 compared to $9,630 for the same period of the prior year.  The decrease in transfer agent and filing fees of $2,687 is attributable to decreased overall public company listing fees as the Company voluntarily delisted from the NYSE MKT Stock Exchange and the Toronto Stock Exchange in prior years.

The Company incurred wages and salaries expenses for the three month period ended July 31, 2015 in the amount of $31,205 (July 31, 2014 - $29,076), an increase of $2,129 compared to the same period of the prior year.  The increase in personnel costs is a result of the preparation of additional documents to meet filing requirements.

Other Expenses

There were no non-operating items reported for the three month period ended July 31, 2015.

During the three month period ended July 31, 2014, the Company recorded a loss on marketable securities in the amount of $2,449 in relation to fair market value adjustments at period end.

Working Capital

As at July 31, 2015, the Company had working capital of $2,011,689 compared to working capital of $2,099,399 as at April 30, 2015. The decrease in working capital of $87,710 is primarily attributable to net loss for the three month period ended July 31, 2015.  Refer also to “Statement of Financial Position Information” for further details with respect to account balance changes for the three month period ended July 31, 2015.

Details of the Company’s plans with respect to its working capital are further discussed in “Outlook” and “Liquidity and Capital Resources”.

SUMMARY OF QUARTERLY RESULTS

The following table summarizes the Company’s financial operations for the last eight quarters.  For more detailed information, please refer to the consolidated financial statements.
 
 

Description
Q1
July 31, 2015
($)
Q4
April 30, 2015
($)
Q3
January 31, 2015
($)
Q2
October 31, 2014
($)
 
Total assets
Exploration and evaluation assets
Working capital
Shareholders’ equity
Net income (loss)
Net income (loss) per share
Exploration and evaluation expenditures
 
5,140,581
2,509,791
2,011,689
4,699,402
(89,026)
(0.00)
15,270
 
5,325,176
2,509,791
2,099,399
4,788,428
(167,836)
(0.01)
5,727
 
5,483,797
2,509,791
2,419,670
4,915,253
(140,268)
(0.01)
7,953
 
5,575,424
2,509,791
2,312,585
4,809,459
6,689
0.00
3,695


Description
Q1
July 31, 2014
($)
Q4
April 30, 2014
($)
Q3
January 31, 2014
($)
Q2
October 31, 2013
($)
 
Total assets
Exploration and evaluation assets
Working capital (deficit)
Shareholders’ equity
Net loss
Loss per share
Exploration and evaluation expenditures
(recovery)
 
2,772,281
2,509,791
(767,824)
1,836,876
(56,314)
(0.01)
4,106
 
2,801,407
2,509,791
(716,619)
1,893,190
(110,365)
(0.02)
(13,639)
 
2,923,397
2,509,791
(633,068)
2,006,326
(159,468)
(0.02)
18,596
 
2,958,270
2,509,791
(482,034)
2,159,102
(3,404,522)
(0.52)
20,392

 
5

 

Jet Metal Corp.
Management Discussion & Analysis 
For the Three Month Period Ended July 31, 2015
Date Prepared: September 25, 2015

Historical quarterly results of operations and net loss per share data do not necessarily reflect any recurring expenditure patterns or predictable trends.

Net losses incurred in the quarters ended July 31, 2015, April 30, 2015, January 31, 2015, July 31, 2014, April 30, 2014, and January 31, 2014 reflect decreased overall Company activities as the Company attempted to maintain low levels of expenditures due to challenging market conditions.

The Company realized net income in the amount of $6,689 for the quarter ended October 31, 2014 primarily due to the Company recording a gain on forgiveness and settlement of debt in the amount of $184,141 as a result of entering into a debt settlement agreement with two related parties, as further discussed in “Related Party Transactions”.  The gain on forgiveness of debt was mostly offset by general and administrative expenses for the three month period ended October 31, 2014.

The increased net loss reported for the quarter ended October 31, 2013 is explained by an impairment loss recorded with respect to the Company’s exploration and evaluation assets.
 
 
LIQUIDITY AND CAPITAL RESOURCES

As of July 31, 2015, the Company had cash and cash equivalents of $2,140,619 (April 30, 2015 - $2,350,202) and working capital of $2,011,689 (April 30, 2015 – $2,099,399).  The decrease in working capital of $87,710 is primarily attributable to net loss for the three month period ended July 31, 2015.  Changes in current asset and current liabilities accounts are discussed in “Statement of Financial Position Information”.

At present the Company has no producing properties and consequently has no current operating income or cash flows. The Company intends to finance its future requirements through a combination of debt and/or equity issuance. There is no assurance that the Company will be able to obtain such financings or obtain them on favorable terms.  See “Risk Factors”.

The Company estimates corporate and general costs to maintain the requirements of a listed company to be approximately $500,000 per year.  Fixed costs to maintain the Company’s existing exploration and evaluation assets are estimated to be approximately $30,000 per year.  Therefore, minimum working capital requirements are estimated at $530,000 per year.  With the completion of equity financing for gross proceeds of $3 million and concurrent debt restructuring during the year ended April 30, 2015, the Company has sufficient funds to meet estimated annual corporate and general costs and property maintenance costs.  The Company currently has no other material financial commitments, but may incur additional costs should the Company investigate or pursue a prospective mineral property.

The Company’s cash and cash equivalents are held in a Schedule 1 Canadian financial institution and its affiliated brokerage house in highly liquid accounts and interest bearing investments.  No amounts have been or are invested in asset-backed commercial paper.

To date, the Company’s operations, including its exploration and evaluation activities, have been almost entirely financed from equity financings. The Company will continue to identify financing opportunities in order to provide additional financial flexibility and to continue the development of its property portfolio, meet land claim expenditure requirements and other commitments. While the Company has been successful raising the necessary funds in the past, there can be no assurance it can do so in the future.
 
 
6

 

Jet Metal Corp.
Management Discussion & Analysis 
For the Three Month Period Ended July 31, 2015
Date Prepared: September 25, 2015

Operating Activities

Cash used in operating activities for the three month period ended July 31, 2015 amounted to $209,583, which consisted of the net loss for the period of $89,026 and adjusted for depreciation of equipment of $3,710 and an unrealized gain on foreign exchange of $2,394.  Net loss for the period was further adjusted to determine cash used in operating activities for changes in non-cash working capital items, including a decrease in receivables in the amount of $324 for Goods and Services Tax input tax credits and other amounts receivable; an increase in prepaid expenses of $26,628 as result of renewing directors’ and officers’ insurance, incurring annual regulatory listing fees and maintaining annual claims for the Bootheel Uranium Project; a decrease in payables and accrued liabilities of $25,683 due to settling outstanding amounts; and a decrease in amounts due to related parties of $69,886 attributable to payments to King & Bay West Management Corp. (“King & Bay West”) net of additional services provided during the period.

Cash used in operating activities for the three month period ended July 31, 2014 amounted to $53,539, which consisted of the net loss for the period of $56,314 and adjusted for depreciation of equipment of $4,551, non-cash interest expense of $385, an unrealized loss on foreign exchange of $173 and an unrealized loss on marketable securities of $2,449.  Net loss for the period was further adjusted to determine cash used in operating activities for changes in non-cash working capital items, including an increase in receivables in the amount of $2,202 for Goods and Services Tax input tax credits and other amounts receivable; an increase in prepaid expenses of $29,384 as result of renewing directors’ and officers’ insurance, incurring annual regulatory listing fees and maintaining annual claims for the Bootheel Uranium Project; a decrease of payables and accrued liabilities of $79,029 due to settling outstanding amounts; and an increase in amounts due to related parties of $105,832 attributable to services and funds provided by King & Bay West.

Investing Activities

There was no cash from or used in investing activities for the three month period ended July 31, 2015.

Cash from investing activities for the three month period ended July 31, 2014 amounted to $52,710 and related to proceeds received from the sale of marketable securities.

Financing Activities

There was no cash from or used in financing activities for the three month periods ended July 31, 2015 or 2014.


 
7

 

Jet Metal Corp.
Management Discussion & Analysis 
For the Three Month Period Ended July 31, 2015
Date Prepared: September 25, 2015


STATEMENT OF FINANCIAL POSITION INFORMATION

   
As at
July 31, 2015
   
As at
April 30, 2015
 
             
Cash and cash equivalents
  $ 2,140,619     $ 2,350,202  
Receivables
    25,746       26,070  
Available-for-sale investment
    200,000       200,000  
Prepaid expenses
    58,886       32,258  
Deposit
    100,000       100,000  
Exploration and evaluation assets
    2,509,791       2,509,791  
Property and equipment
    71,878       75,588  
Reclamation bonds
    33,661       31,267  
Total Assets
  $ 5,140,581     $ 5,325,176  
                 
Payables and accrued liabilities
  $ 177,372     $ 203,055  
Due to related party
    243,000       312,886  
Future reclamation provisions
    20,807       20,807  
Capital stock
    90,663,999       90,663,999  
Reserves
    21,475,351       21,475,351  
Deficit
    (107,439,948 )     (107,350,922 )
Total Liabilities and Equity
  $ 5,140,581     $ 5,325,176  

Assets

Cash decreased by $209,583 during the three month period ended July 31, 2015 as a result of operating activities, including additions to prepaid expenses and payment of amounts due to both third parties and a related party.   Transactions affecting cash and cash equivalents are further detailed in “Liquidity and Capital Resources”.

Receivables decreased by $324 during the three month period ended July 31, 2015 due to Goods and Services Tax refunds received, net of input tax credits incurred and accrued interest income related to interest bearing short-term investments.

As at July 31, 2015, available-for-sale investment consists of 1,000,000 common shares of Voleo, Inc. which have an aggregate purchase price of $200,000 and were purchased by the Company during the year ended April 30, 2015.  The investment in Voleo, Inc. is carried at cost on the basis that the common shares do not have a quoted market price in an active market and the fair value cannot be reliably measured.

As at July 31, 2015, prepaid expenses increased by $26,628 compared to the balance as at April 30, 2015 due to the Company renewing directors’ and officers’ insurance, incurring annual regulatory listing fees and maintaining annual claims for the Bootheel Uranium Project.  These additions to prepaid expenses were partially offset by amortization of prepaid expenses for the period.

The balance of the non-current deposit in the amount of $100,000 as at July 31, 2015 (April 30, 2015 - $100,000) consists of a security deposit in the amount of $100,000 in accordance with a management services agreement which is detailed in “Related Party Transactions”.

There was no change in the balance of exploration and evaluation assets during the three month period ended July 31, 2015.

Property and equipment decreased by $3,710 during the three month period ended July 31, 2015 due to depreciation expense recorded.

 
8

 

Jet Metal Corp.
Management Discussion & Analysis 
For the Three Month Period Ended July 31, 2015
Date Prepared: September 25, 2015

During the three month period ended July 31, 2015, reclamation bonds increased by $2,394 as a result of an unrealized foreign exchange gain as the reclamation bonds are denominated in US dollars and registered with the Wyoming Department of Environmental Quality and State Office of Lands and Investment.

Liabilities

During the three month period ended July 31, 2015, payables and accrued liabilities decreased by $25,683 due to settling outstanding amounts due to various third parties.

Amounts due to a related party decreased by $69,886 during the three month period ended July 31, 2015 which is attributable to payments to King & Bay West net of additional services provided during the period.

As of July 31, 2015, the balance of non-current amounts due to a related party was $206,810 (April 30, 2015 - $206,810).  This non-current liability is payable to King & Bay West and relates to amounts which were restructured into a non-interest bearing two year term loan in connection with the debt settlement agreement.  During the year ended April 30, 2015, amounts due to King & Bay West of $246,063 were restructured into a term loan to which the Company applied payments of $39,253.  For further details with respect to related party balances and transactions, refer to “Related Party Transactions”.

During the three month period ended July 31, 2015, there was no change in the balance of future reclamation provisions which relates to cleanup costs for the Moran Lake Property which the Company abandoned in a prior year.  The timing of the cleanup costs is uncertain.

Equity

There was no change in the balances of capital stock or reserves during the three month period ended July 31, 2015.

Deficit increased by the net loss for the three month period ended July 31, 2015 in the amount of $89,026.

CAPITAL STOCK

The Company’s authorized capital consists of unlimited number of common shares without par value, and has securities outstanding as follows:

   
As At
Security Description
 
July 31, 2015
 
Date of Report
Common shares – issued and outstanding
 
28,218,451
 
28,218,451
Director, employee and contractor options – outstanding
 
21,000
 
21,000
Warrants to purchase shares
 
20,000,000
 
20,000,000
Common shares – fully diluted
 
48,239,451
 
48,239,451

Share and warrant issuances

There were no common share or share purchase warrant issuances during the three month period ended July 31, 2015.

The Company issued the following common shares and share purchase warrants during the year ended April 30, 2015:

On December 9, 2014, the Company issued 612,500 common shares valued at $107,188 to settle amounts payable to MJM Consulting Corp. totaling $91,875.  This resulted in a loss on settlement of debt in the amount of $15,313.
 

 
9

 

Jet Metal Corp.
Management Discussion & Analysis
For the Three Month Period Ended July 31, 2015
Date Prepared: September 25, 2015

On December 9, 2014, the Company issued 1,027,916 common shares valued at $179,885 to settle amounts payable to King & Bay West Management Corp. totaling $154,187.  This resulted in a loss on settlement of debt in the amount of $25,698.

On September 16, 2014, the Company closed a non-brokered private placement and issued 20,000,000 units at a price of $0.15 per unit for gross proceeds of $3,000,000. Each unit consists of one common share and one common share purchase warrant.  Each common share purchase warrant is exercisable to acquire one common share for a period of 5 years at an exercise price of $0.25.  The Company paid cash commission to certain arm’s length parties in the amount of $6,450 and cash share issue costs in the amount of $27,656.

RELATED PARTY TRANSACTIONS

Related parties and related party transactions impacting the accompanying condensed interim consolidated financial statements are summarized below and include transactions with the following individuals or entities:
 
Key management personnel
 
Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole. The Company has determined that key management personnel consists of members of the Company’s Board of Directors, corporate officers, including the Company’s Chief Executive Officer, Chief Financial Officer, and Vice Presidents.
 
Remuneration attributed to key management personnel for the three month periods ended July 31, 2015 and 2014 are summarized as follows:
 
   
July 31, 2015
   
July 31, 2014
 
             
Short-term benefits(1)
  $ 12,671     $ 6,976  
 
(1) include base salaries and directors’ fees, pursuant to contractual employment or consultancy arrangements, management and consulting fees

 
Other related parties

King & Bay West Management Corp. is an entity that is owned by Mr. Mark J. Morabito, the former Executive Chairman, and employs or retains certain directors, officers and consultants of the Company.  King & Bay West provides administrative, management, geological, regulatory, tax, business development and corporate communications services to the Company. These services are provided to the Company on an as-needed basis and are billed based on the cost or value of the services provided to the Company.  The fees are consistent with what King & Bay West charges its clients for similar services. The amount set out in the table below represents amounts paid or accrued to King & Bay West for the services of King & Bay West personnel and for overhead and third party costs incurred by King & Bay West on behalf of the Company.

Transactions entered into with related parties other than key management personnel during the three month periods ended July 31, 2015 and 2014 include the following:

   
July 31, 2015
   
July 31, 2014
 
             
King & Bay West
  $ 44,568     $ 36,673  

Deposit as at July 31, 2015 consists of a security deposit in the amount of $100,000 (April 30, 2015 - $100,000) paid to King & Bay West in accordance with the management services agreement between King & Bay West and the Company (the “Management Services Agreement”).  Upon termination of the Management Services Agreement, the security deposit will be applied to the final invoice rendered by King & Bay West to the Company.
 

 
10

 

Jet Metal Corp.
Management Discussion & Analysis 
For the Three Month Period Ended July 31, 2015
Date Prepared: September 25, 2015

As at July 31, 2015, amounts due to a related party consist of $243,000 (April 30, 2015 - $312,886) payable to King & Bay West.  The amount due to King & Bay West consists of current and non-current amounts payable of $36,190 (April 30, 2015 - $106,076) and $206,810 (April 30, 2015 - $206,810), respectively.  The non-current amount payable to King & Bay West becomes due on September 16, 2016.

The amounts due to a related party are non-interest bearing.

Debt settlement

On September 16, 2014, the Company entered into a debt settlement agreement with King & Bay West and MJM Consulting Corp. (the “Debt Settlement Agreement”).  Under the terms of the Debt Settlement Agreement, King & Bay West agreed to forgive $246,063, including Goods and Services Tax of $20,911, payable by the Company, restructure $246,063 payable by the Company into a non-interest bearing two year term loan, and convert $154,187 payable by the Company into 1,027,916 fully paid and non-assessable common shares of the Company.  These common shares were valued at $179,885 and resulted in a loss on settlement of debt in the amount of $25,698.  In addition, MJM Consulting Corp. agreed to convert $91,875 payable by the Company into 612,500 fully paid and non-assessable common shares of the Company.  These common shares were valued at $107,188 and resulted in a loss on settlement of debt in the amount of $15,313.  The common shares were issued on December 9, 2014.

During the year ended April 30, 2015, the Company applied payments in the amount of $39,253 to the non-interest bearing two year term loan due to King & Bay West.  No additional payments were applied during the three month period ended July 31, 2015.

Transactions with related parties were in the normal course of operations and were measured at the exchange amount, which is the amount of consideration established and agreed by the related parties.

GOING CONCERN

The Company is in the process of exploring and developing its exploration and evaluation properties and has not yet determined whether the properties contain mineral reserves that are economically recoverable.  The recoverability of the amounts shown for exploration and evaluation properties and related deferred exploration costs are dependent upon the existence of economically recoverable mineral reserves, the ability of the Company to obtain necessary financing to complete the development of those mineral reserves and upon future profitable production.

The consolidated financial statements of the Company have been prepared using IFRS on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.  At present, the Company has no producing properties and consequently has no current operating income or cash flows.  The continuing operations of the Company are dependent upon the Company’s ability to continue to raise adequate financing and to commence profitable operations in the future.  The Company intends to finance its future requirements through a combination of debt and/or equity issuance. There is no assurance that the Company will be able to obtain such financings or obtain them on favorable terms.

As at July 31, 2015, the Company had working capital of $2,011,689 (April 30, 2015 – $2,099,399) and an accumulated deficit of $107,439,948 (April 30, 2015 – $107,350,922).  With the completion of equity financing for gross proceeds of $3 million and concurrent debt restructuring during the year ended April 30, 2015, the Company has sufficient funds to meet future estimated annual corporate and general costs and property maintenance costs, as detailed in “Liquidity and Capital Resources”.
 
 
11

 
 
Jet Metal Corp.
Management Discussion & Analysis 
For the Three Month Period Ended July 31, 2015
Date Prepared: September 25, 2015

CRITICAL ACCOUNTING ESTIMATES

The preparation of the condensed interim consolidated financial statements in conformity with IFRS requires management to make estimates and assumptions.  These estimates and assumptions affect the reported amounts of assets, liabilities, shareholders’ equity, and the disclosure of contingent assets and liabilities, as at the date of the financial statements, and expenses for the periods reported.  Actual results could differ from those estimates.

Critical Judgements

The preparation of the condensed interim consolidated financial statements requires management to make judgements regarding the going concern of the Company, as previously discussed, as well as the determination of functional currency. The functional currency is the currency of the primary economic environment in which an entity operates, and has been determined for each entity within the Company. The functional currency for the Company and its subsidiaries has been determined to be the Canadian dollar.

Key Sources of Estimation Uncertainty

Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates and such differences could be significant.

Significant estimates made by management affecting the consolidated financial statements include:

Deferred Tax Assets and Liabilities

The estimation of income taxes includes evaluating the recoverability of deferred tax assets and liabilities based on an assessment of the Company’s ability to utilize the underlying future tax deductions against future taxable income prior to expiry of those deductions. Management assesses whether it is probable that some or all of the deferred income tax assets and liabilities will not be realized. The ultimate realization of deferred tax assets and liabilities is dependent upon the generation of future taxable income, which in turn is dependent upon the successful discovery, extraction, development and commercialization of mineral reserves. To the extent that management’s assessment of the Company’s ability to utilize future tax deductions changes, the Company would be required to recognize more or fewer deferred tax assets or liabilities, and deferred income tax provisions or recoveries could be affected.

Recoverability of Exploration and Evaluation Assets

The Company is in the process of exploring and evaluating its exploration and evaluation assets and has not yet determined whether the properties contain mineral reserves that are economically recoverable.  The recoverability of  the amounts shown for exploration and evaluation assets are dependent upon the existence of economically recoverable mineral reserves, the ability of the Company to obtain necessary financing to complete the development of those mineral reserves and upon future production or proceeds from the disposition thereof.

Useful Life of Property and Equipment

Equipment is depreciated over its estimated useful life. Estimated useful lives are determined based on current facts and past experience, and take into consideration the anticipated physical life of the asset, the potential for technological obsolescence, and regulations.
 
 
12

 

Jet Metal Corp.
Management Discussion & Analysis 
For the Three Month Period Ended July 31, 2015
Date Prepared: September 25, 2015

Future Reclamation Provision

The Company assesses its provision for reclamation related to its exploration and evaluation activities at each reporting period or when new material information becomes available. Accounting for reclamation obligations requires management to make estimates of the future costs that will be incurred to complete the reclamation to comply with existing laws and regulations. Actual future costs that will be incurred may differ from those amounts estimated as a result of changes to environmental laws and regulations, timing of future cash flows, changes to future costs, technical advances, and other factors. In addition, the actual work required may prove to be more extensive than estimated because of unexpected geological or other technical factors. The measurement of the present value of the future obligation is dependent on selection of suitable discount rate and the estimate of future cash outflows. Changes to either of these estimates may materially affect the present value calculation of the obligation.

ACCOUNTING POLICIES

The accounting policies followed by the Company are set out in Note 3 to the audited consolidated financial statements for the year ended April 30, 2015.

New Accounting Pronouncement

The following accounting pronouncement has been made, but is not yet effective for the Company as at July 31, 2015.  The Company is currently evaluating the impact of the amended standards on its consolidated financial statements.

In November 2009 and October 2010, the IASB issued IFRS 9, Financial Instruments (“IFRS 9”), which represents the completion of the first part of a three-part project to replace IAS 39, Financial Instruments: Recognition and Measurement, with a new standard. Per the new standard, an entity choosing to measure a liability at fair value will present the portion of the change in its fair value due to changes in the entity’s own credit risk in the other comprehensive income or loss section of the entity’s statement of comprehensive loss, rather than within profit or loss. Additionally, IFRS 9 includes revised guidance related to the derecognition of financial instruments. IFRS 9 applies to financial statements for annual periods beginning on or after January 1, 2018, with early adoption permitted.

RISK FACTORS

The exploration of mineral deposits involves significant risks and uncertainties, which even a combination of careful evaluation, experience and knowledge may not eliminate. Certain of the more prominent risk factors that may materially affect the Company’s future performance, in addition to those referred to above, are listed hereunder.

The successful start of mining development and operations into a commercially viable mine cannot be assured.

There are numerous activities that need to be completed in order to successfully commence development and production, including, without limitation: completing a formal feasibility study that demonstrates an economic operation could exist on the Company’s mineral properties; optimizing the mine plan; recruiting and training personnel; having available funds to finance construction and development activities; avoiding potential increases in costs; negotiating contracts for the supply of power, shipping and for the sale of commodities; updating, renewing and obtaining, as required, all necessary permits, including, without limitation, environmental permits; and handling any other infrastructure issues. There is no certainty that the Company will be able to successfully complete these activities, since most of these activities require significant lead times, and the Company will be required to manage and advance these activities concurrently in order to begin production. A failure or delay in the completion of any one of these activities may delay production, possibly indefinitely, and will have a material adverse effect on the Company’s business, prospects, financial position, results of operations and cash flows.
 
13

 

Jet Metal Corp.
Management Discussion & Analysis 
For the Three Month Period Ended July 31, 2015
Date Prepared: September 25, 2015

As such, there can be no assurance that the Company will be able to complete development of its projects at all, on time or in accordance with any budgets due to, among other things, the delivery and installation of plant and equipment and cost overruns, or that the current personnel, systems, procedures and controls will be adequate to support operations. Failure to successfully complete these events as expected would have a material adverse effect on the Company’s business, prospects, financial position, results of operations and cash flows.

There is no assurance that the Company will ever achieve production or that the Company will ever be profitable if production is achieved.

The Company may experience difficulty attracting and retaining qualified management and technical personnel to meet its needs for growth.

The Company is dependent on the services of key executives and other highly skilled and experienced executives and personnel focused on managing the Company's interests and the advancement of projects and on identifying new opportunities for growth and funding. Due to the Company’s relatively small size, the loss of these persons or its inability to attract and retain additional highly skilled employees required for the development of the Company’s activities may have a material adverse effect on its business or future operations.

Titles and other rights to the Company’s projects cannot be guaranteed and may be subject to prior unregistered agreements, transfers or claims and other defects.

The Company cannot guarantee that title to its projects will not be challenged. The Company may not have, or may not be able to obtain, all necessary surface rights to develop its projects. Title insurance generally is not available for mineral properties, and its ability to ensure that we have obtained secure claim to individual mineral properties or mining concessions may be severely constrained. The Company’s projects may be subject to prior unregistered agreements, transfers or claims, and title may be affected by, among other things, undetected defects.  The Company has not conducted surveys of all of the claims in which it holds direct or indirect interests. A successful challenge to the precise area and location of these claims could result in the Company being unable to operate on all or part of its projects as permitted or being unable to enforce our rights with respect to all or part of the Company’s projects.

The Company needs to enter into contracts with external service and utility providers.

Mining, processing, development and exploration activities depend, to one degree or another, on adequate infrastructure. In order to develop a mine, the Company will need to negotiate and conclude various agreements with external service and utility providers for shipping and power access, and these are important determinants that affect capital and operating costs. The inability to conclude any such agreements could have a material adverse effect on the Company’s financial position, results of operations and cash flows and render the development of a mine unviable.

The Company's activities are subject to environmental laws and regulations that may increase the Company's costs of doing business and restrict the Company’s operations.

All of the Company’s exploration, potential development and production activities are subject to regulation by governmental agencies under various environmental laws, including with respect to air emissions, discharges into water, management of waste, management of hazardous substances, protection of natural resources, antiquities and endangered species and reclamation of lands disturbed by mining operations. Compliance with environmental laws and regulations may require significant capital outlays on behalf of the Company and may cause material changes or delays in our intended activities. There can be no assurance that future changes in environmental regulations will not adversely affect the Company’s business, and it is possible that future changes in these laws or regulations could have a significant adverse impact on some portion of its business, causing it to re-evaluate those activities at that time. Failure to comply with applicable environmental laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulator or judicial authorities, causing operations to cease or to be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions.
 
14

 

Jet Metal Corp.
Management Discussion & Analysis 
For the Three Month Period Ended July 31, 2015
Date Prepared: September 25, 2015

The Company has a history of losses and expects to incur losses for the foreseeable future.

The Company has incurred losses since its inception and expects to incur losses for the foreseeable future. The Company expects to continue to incur losses unless and until such time as a project enters into commercial production and generates sufficient revenues to fund continuing operations. The development of the Company’s projects will require the commitment of substantial financial resources. The amount and timing of expenditures will depend on a number of factors, including the progress of ongoing exploration, evaluation and development, the results of consultant analysis and recommendations, the rate at which operating losses are incurred, the execution of any agreements with strategic partners and our acquisition of additional properties. Some of these factors are beyond the Company’s control. There can be no assurance that the Company will ever achieve profitability.

The Company’s securities are subject to price volatility.

In recent years, the securities markets in the United States and Canada have experienced a high level of price and volume volatility, and the market prices of securities of many companies have experienced wide fluctuations that have not been necessarily related to the operating performance, underlying asset values or prospects of such companies. There can be no assurance that fluctuations in the Company’s share price will not occur. It may be anticipated that any quoted market for our common shares will be subject to market trends generally, notwithstanding any potential success in creating revenues, cash flows or earnings. The value of the Company’s common shares will be affected by such volatility.

FINANCIAL INSTRUMENTS

The Company’s financial assets and liabilities are recorded and measured as follows:
 
Asset or Liability
Category
Measurement
Cash and cash equivalents
FVTPL
Fair value
Marketable securities
FVTPL
Fair value
Receivables
Loans and receivables
Amortized cost
Available-for-sale investment
Available-for-sale
Amortized cost
Reclamation bonds
Held to maturity
Amortized cost
Payables and accrued liabilities
Other liabilities
Amortized cost
Due to related party
Other liabilities
Amortized cost

The fair value of the Company’s receivables, payables and accrued liabilities, and amount due to a related party approximate carrying value, due to their short-term nature.  The Company’s cash and cash equivalents and marketable securities are measured at fair value under the fair value hierarchy based on level one quoted prices in active markets for identical assets or liabilities.  The Company’s available-for-sale investment is measured at cost on the basis that the common shares do not have a quoted market price in an active market and the fair value cannot be reliably measured.  The Company’s other financial instruments, being reclamation bonds, are measured at amortized cost.

The Company’s financial instruments are exposed to certain financial risks, including currency risk, credit risk, liquidity risk, interest rate risk and price risk.

Credit risk

Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations.

The Company is subject to credit risk on its cash and cash equivalents, and receivables. The Company limits its exposure to credit loss by placing its cash and cash equivalents with major financial institutions. The Company has no investments in asset-backed commercial paper. The Company’s receivables consist mainly of Goods and Services Tax receivable due from the Government of Canada and accrued interest due from a major financial institution.  The Company does not believe it is exposed to significant credit risk.
 
15

 

Jet Metal Corp.
Management Discussion & Analysis 
For the Three Month Period Ended July 31, 2015
Date Prepared: September 25, 2015

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due.

The Company manages liquidity risk through its capital management as outlined in Note 13 of the accompanying condensed interim consolidated financial statements.  As a result of financing and debt restructuring completed during the year ended April 30, 2015, management believes the Company has sufficient funds to support ongoing operating expenditures and meet its liabilities as they fall due.

Market Risk 

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, commodity and equity prices, and foreign exchange rates.

(a) 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 risk that the Company will realize a loss as a result of a decline in the fair value of any short-term investments included in cash and cash equivalents is minimal because these investments generally have a fixed yield rate.

(b) Price risk

The Company is exposed to price risk with respect to commodity prices, particularly uranium, and equity prices, since the Company possesses investments in publicly traded securities.  The Company closely monitors those prices to determine the appropriate course of action to be taken by the Company. However, there can be no assurance that the Company can exit these positions if required, resulting in proceeds approximating the carrying value of these securities.

(c) Currency risk

The Company’s expenditures are predominantly in Canadian dollars, and any future equity raised is expected to be predominantly in Canadian dollars.  As at July 31, 2015, the Company has accounts payable denominated in US dollars of US$57,081, cash of US$11,977 and reclamation bonds of US$25,800.  A 10% change in the Canadian dollar versus the US dollar would give rise to a gain/loss of approximately $2,500.

OFF BALANCE SHEET ARRANGEMENTS

The Company has not entered into any off balance sheet financing arrangements.

INTERNAL CONTROLS OVER FINANCIAL REPORTING

There were no changes in the Company’s internal controls over financial reporting during the three month period ended July 31, 2015 that have affected, or which are reasonably likely to materially affect, its internal control over financial reporting.

SUBSEQUENT EVENT

On September 17, 2015, the Company sold exploration equipment and storage containers located in Newfoundland and Labrador for proceeds of $35,000.
 
 
16

 

Jet Metal Corp.
Management Discussion & Analysis 
For the Three Month Period Ended July 31, 2015
Date Prepared: September 25, 2015

ADDITIONAL INFORMATION

Additional information relating to the Company, including the Company’s Annual Report on Form 20-F, is on SEDAR at www.sedar.com.

APPROVAL

The Board of Directors of the Company has approved the disclosures contained in this MD&A.

 
17

 

 
 
 
 
 




 



 

Form 52-109FV2
Certification of Interim Filings
Venture Issuer Basic Certificate

I, Jim Crawford, Chief Executive Officer of Jet Metal Corp. certify the following:
 
1.
Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Jet Metal Corp. (the “issuer”) for the interim period ended July 31, 2015.

2.
No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3.
Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date:  September 28, 2015



“Jim Crawford”
_______________________
Jim Crawford
Chief Executive Officer

NOTE TO READER

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

i)
controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

ii)
a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate.  Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.
 
 
 
 




 


 

Form 52-109FV2
Certification of Interim Filings
Venture Issuer Basic Certificate

I, Kate-Lynn Genzel, Chief Financial Officer of Jet Metal Corp. certify the following:
 
1.
Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Jet Metal Corp. (the “issuer”) for the interim period ended July 31, 2015.

2.
No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3.
Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date:  September 28, 2015



“Kate-Lynn Genzel”
_______________________
Kate-Lynn Genzel
Chief Financial Officer

NOTE TO READER

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

i)
controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

ii)
a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate.  Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.
 
 


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