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 July, 2015
Commission File Number: 001-28980
Royal Standard Minerals Inc.
(Translation of registrant's name into English)
36 Toronto Street
Suite 1000
Toronto, Ontario
M5C 2C5
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
[ x ] Form 20-F [ ] 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): [ ]
SUBMITTED HEREWITH
Exhibits
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.
|
ROYAL STANDARD MINERALS INC. |
|
(Registrant) |
|
|
|
Date: July 23, 2015 |
By: |
/s/ Daniel Crandall |
|
|
|
|
|
Daniel Crandall |
|
Title: |
Chief Financial Officer |
|
Royal Standard Minerals Inc. |
|
(Expressed in United States Dollars) |
|
Condensed Interim Financial Statements |
|
Three Months Ended April 30, 2015 |
|
(Unaudited) |
|
Notice to Reader
The accompanying unaudited condensed interim financial
statements of Royal Standard Minerals Inc. (the "Company") have been prepared by
and are the responsibility of management. The unaudited condensed interim
financial statements have not been reviewed by the Company's auditors.
Royal Standard Minerals Inc. |
Condensed Interim Statements of Financial Position
|
(Expressed in United States Dollars) |
(Unaudited)
|
|
|
As at |
|
|
As at |
|
|
|
April 30, |
|
|
January 31, |
|
|
|
2015 |
|
|
2015 |
|
|
|
|
|
|
|
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
Current |
|
|
|
|
|
|
Cash and cash
equivalents |
$ |
3,168 |
|
$ |
4,035 |
|
Sundry receivables and prepaid
(Note 3) |
|
4,801 |
|
|
1,994 |
|
Total assets |
$ |
7,969 |
|
$ |
6,029 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND
SHAREHOLDERS' DEFICIENCY |
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
Current |
|
|
|
|
|
|
Accounts payable and accrued liabilities (Note 4) |
$ |
54,627 |
|
$ |
53,794 |
|
Notes payable (Notes 5 and 9) |
|
27,788 |
|
|
15,282 |
|
Total liabilities |
|
82,415 |
|
|
69,076 |
|
Shareholders' Deficiency |
|
|
|
|
|
|
Share capital (Note 6(b)) |
|
28,273,230 |
|
|
28,273,230 |
|
Reserves |
|
10,900,438 |
|
|
10,900,438 |
|
Accumulated deficit |
|
(39,258,881 |
) |
|
(39,250,301 |
) |
Accumulated other comprehensive income |
|
10,767 |
|
|
13,586 |
|
Total shareholders' deficiency |
|
(74,446 |
) |
|
(63,047 |
) |
Total liabilities and shareholders' deficiency |
$ |
7,969 |
|
$ |
6,029 |
|
The Company and Operations and Going Concern (Note
1)
Approved by the Board: |
|
|
|
|
|
"Carmelo
Marrelli" |
|
"George Duguay" |
Director |
|
Director
|
The accompanying notes are an integral part of these unaudited
condensed interim financial statements.
- 1 -
Royal Standard Minerals Inc. |
Condensed Interim Statements of Operations |
(Expressed in United States Dollars) |
(Unaudited)
|
Three Months Ended April 30, |
|
2015 |
|
|
2014 |
|
|
|
|
|
|
|
Expenses |
|
|
|
|
|
|
General and administrative (Note 10) |
$ |
8,580 |
|
$ |
28,939 |
|
|
|
|
|
|
|
|
Net loss for the period |
$ |
(8,580 |
) |
$ |
(28,939 |
) |
|
|
|
|
|
|
|
Basic loss per share (Note 8) |
$ |
(0.00 |
) |
$ |
(0.00 |
) |
Diluted loss per share (Note 8) |
$ |
(0.00 |
) |
$ |
(0.00 |
) |
The accompanying notes are an integral part of these unaudited
condensed interim financial statements.
- 2 -
Royal Standard Minerals Inc. |
Condensed Interim Statements of Comprehensive Loss
|
(Expressed in United States Dollars) |
(Unaudited)
|
Three Months Ended April 30, |
|
2015 |
|
|
2014 |
|
|
|
|
|
|
|
|
Net loss for the period |
$ |
(8,580 |
) |
$ |
(28,939 |
) |
|
|
|
|
|
|
|
Other comprehensive income (loss) Item that
will not be reclassified subsequently to loss Foreign currency
translation |
|
(2,819 |
) |
|
407 |
|
|
|
|
|
|
|
|
Comprehensive loss for the period |
$ |
(11,399 |
) |
$ |
(28,532 |
) |
The accompanying notes are an integral part of these unaudited
condensed interim financial statements.
- 3 -
Royal Standard Minerals Inc. |
Condensed Interim Statements of Changes
in Shareholders' Deficiency |
(Expressed in United States Dollars) |
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
Share |
|
|
|
|
|
Accumulated |
|
|
Comprehensive |
|
|
|
|
|
|
Capital |
|
|
Reserves |
|
|
Deficit |
|
|
Income |
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, January 31,
2014 |
$ |
28,273,230 |
|
$ |
10,900,438 |
|
$ |
(39,193,127 |
) |
$ |
5,902 |
|
$ |
(13,557 |
) |
Foreign currency translation |
|
- |
|
|
- |
|
|
- |
|
|
407 |
|
|
407 |
|
Net loss for the period |
|
- |
|
|
- |
|
|
(28,939 |
) |
|
- |
|
|
(28,939 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, April 30, 2014 |
$ |
28,273,230 |
|
$ |
10,900,438 |
|
$ |
(39,222,066 |
) |
$ |
6,309 |
|
$ |
(42,089 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, January 31, 2015 |
$ |
28,273,230 |
|
$ |
10,900,438 |
|
$ |
(39,250,301 |
) |
$ |
13,586 |
|
$ |
(63,047 |
) |
Foreign currency translation
|
|
- |
|
|
- |
|
|
- |
|
|
(2,819 |
)
|
|
(2,819 |
)
|
Net
loss for the period |
|
- |
|
|
- |
|
|
(8,580 |
) |
|
- |
|
|
(8,580 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, April 30, 2015 |
$ |
28,273,230 |
|
$ |
10,900,438 |
|
$ |
(39,258,881 |
) |
$ |
10,767 |
|
$ |
(74,446 |
) |
The accompanying notes are an integral part of these unaudited
condensed interim financial statements.
- 4 -
Royal Standard Minerals Inc. |
Condensed Interim Statements of Cash Flows |
(Expressed in United States Dollars) |
(Unaudited)
|
Three Months Ended April 30, |
|
2015 |
|
|
2014 |
|
|
|
|
|
|
|
|
Operating
activities |
|
|
|
|
|
|
Net loss for the period |
$ |
(8,580 |
) |
$ |
(28,939 |
) |
Operating items not involving
cash: Foreign
exchange |
|
(2,819 |
) |
|
407 |
|
Changes in non-cash working
capital: Sundry
receivables and
prepaid |
|
(2,807 |
) |
|
4,692 |
|
Accounts
payable and accrued liabilities |
|
833 |
|
|
17,247 |
|
|
|
|
|
|
|
|
Cash
used in operating activities |
|
(13,373 |
) |
|
(6,593 |
) |
|
|
|
|
|
|
|
Financing
activities Notes
payable |
|
12,506 |
|
|
- |
|
|
|
|
|
|
|
|
Cash
provided by financing activities |
|
12,506 |
|
|
- |
|
|
|
|
|
|
|
|
Change in cash and cash equivalents
|
|
(867 |
) |
|
(6,593 |
) |
Cash and cash equivalents, beginning of period |
|
4,035 |
|
|
16,807 |
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of period |
$ |
3,168 |
|
$ |
10,214 |
|
The accompanying notes are an integral part of these unaudited
condensed interim financial statements.
- 5 -
Royal Standard Minerals Inc. |
Notes to Condensed Interim Financial Statements
|
(Expressed in United States Dollars) |
April 30, 2015 |
(Unaudited)
|
1. |
The Company and Operations and Going
Concern |
Royal Standard Minerals Inc. (the
"Company") is a publicly held company focused on identifying suitable assets or
businesses to acquire or merge with, with a view to maximizing value for
shareholders. The Company was previously engaged in the acquisition, exploration
and development of gold and precious metal properties in the United States of
America but has disposed of these interests. The Company is continued under the
Canada Business Corporations Act and its common shares are quoted in the United
States of America on the Over-the-Counter ("OTC") Bulletin Board. Inception has
been deemed to be June 26, 1996, the date on which the Company acquired all of
the outstanding common shares of Southeastern Resources Inc. ("SRI"), which
acquisition was accounted for as a reverse takeover of the Company by SRI. The
Company's head office is located at 36 Toronto Street, Suite 1000, Toronto,
Ontario, M5C 2C5, Canada.
These unaudited condensed interim
financial statements have been prepared on the basis of accounting principles
applicable to a going concern, which assume that the Company will continue in
operation for the foreseeable future and will be able to realize its assets and
discharge its liabilities in the normal course of operations as they come due.
In assessing whether the going concern assumption is appropriate, management
takes into account all available information about the future, which is at
least, but is not limited to, twelve months from the end of the reporting
period. Management is aware, in making its assessment, of material uncertainties
related to events or conditions that cast significant doubt upon the entity's
ability to continue as a going concern. The Company had a loss of $8,580 during
the three months ended April 30, 2015 (three months ended April 30, 2014 - loss
of $28,939) and has an accumulated deficit of $39,258,881 (January 31, 2015 -
$39,250,301). In addition, the Company has a working capital deficiency of
$74,446 at April 30, 2015 (January 31, 2015 - $63,047).
There is significant doubt regarding
the going concern assumption and, accordingly, the ultimate appropriateness of
the use of accounting principles applicable to a going concern. These unaudited
condensed interim financial statements do not reflect the adjustments, to the
carrying values or classifications of assets and liabilities or to the reported
expenses that would be necessary if the Company were unable to realize its
assets and settle its liabilities as a going concern in the normal course of
operations for the foreseeable future. These adjustments could be material.
2. |
Significant Accounting
Policies |
Statement of
compliance
The Company applies International
Financial Reporting Standards ("IFRS") as issued by the International Accounting
Standards Board (IASB) and interpretations issued by the IFRS Interpretations
Committee (IFRIC). These unaudited condensed interim financial statements have
been prepared in accordance with International Accounting Standard 34, Interim
Financial Reporting. Accordingly, they do not include all of the information
required for full annual financial statements required by IFRS as issued by the
IASB and interpretations issued by the IFRIC.
- 6 -
Royal Standard Minerals Inc. |
Notes to Condensed Interim Financial Statements
|
(Expressed in United States Dollars) |
April 30, 2015 |
(Unaudited)
|
2. |
Significant Accounting Policies
(continued) |
Statement of compliance
(continued)
The policies applied in these unaudited
condensed interim financial statements are based on IFRS issued and outstanding
as of June 29, 2015. The same accounting policies and methods of computation are
followed in these unaudited condensed interim financial statements as compared
with the most recent annual financial statements as at and for the year ended
January 31, 2015, except as noted below. Any subsequent changes to IFRS that are
given effect in the Companys annual audited financial statements for the year
ending January 31, 2016 could result in restatement of these unaudited condensed
interim financial statements.
Adoption of new accounting
standards
The amendments to IAS 24, issued in
December 2013, clarify that a management entity, or any member of a group of
which it is a part, that provides key management services to a reporting entity,
or its parent, is a related party of the reporting entity. The amendments also
require an entity to disclose amounts incurred for key management personnel
services provided by a separate management entity. This replaces the more
detailed disclosure by category required for other key management personnel
compensation. The amendments will only affect disclosure and are effective for
annual periods beginning on or after July 1, 2014. At February 1, 2015, the
Company adopted this pronouncement and there was no material effect on its
unaudited condensed interim financial statements.
New standards not yet adopted and
interpretations issued but not yet effective
IFRS 9 Financial instruments (IFRS
9) was issued by the IASB in October 2010 and will replace IAS 39 - Financial
Instruments: Recognition and Measurement (IAS 39). IFRS 9 uses a single
approach to determine whether a financial asset is measured at amortized cost or
fair value, replacing the multiple rules in IAS 39. The approach in IFRS 9 is
based on how an entity manages its financial instruments in the context of its
business model and the contractual cash flow characteristics of the financial
assets. Most of the requirements in IAS 39 for classification and measurement of
financial liabilities were carried forward unchanged to IFRS 9. The new standard
also requires a single impairment method to be used, replacing the multiple
impairment methods in IAS 39. IFRS 9 is effective for annual periods beginning
on or after January 1, 2018. Earlier adoption is permitted. The Company is in
the process of assessing the impact of this pronouncement.
3. |
Sundry Receivables and
Prepaid |
|
|
|
As at |
|
|
As at |
|
|
|
|
April 30, |
|
|
January 31, |
|
|
|
|
2015 |
|
|
2015 |
|
|
|
|
|
|
|
|
|
|
Sales tax receivables |
$ |
2,447 |
|
$ |
1,994 |
|
|
Prepaid expenses |
|
2,354 |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
$ |
4,801 |
|
$ |
1,994 |
|
- 7 -
Royal Standard Minerals Inc. |
Notes to Condensed Interim Financial Statements
|
(Expressed in United States Dollars) |
April 30, 2015 |
(Unaudited)
|
4. |
Accounts Payable and Accrued
Liabilities |
|
|
|
As at |
|
|
As at |
|
|
|
|
April 30, |
|
|
January 31, |
|
|
|
|
2015 |
|
|
2015 |
|
|
|
|
|
|
|
|
|
|
Trade payables |
$ |
24,222 |
|
$ |
27,609 |
|
|
Accrued liabilities |
|
30,405 |
|
|
26,185 |
|
|
|
|
|
|
|
|
|
|
|
$ |
54,627 |
|
$ |
53,794 |
|
(i) On September 30, 2014, December 12,
2014, January 31, 2015 and March 31, 2015, the Company entered into promissory
note arrangements for the purposes of covering accounting fees, whereby the
Company borrowed CDN $13,452, CDN $3,912, CDN $1,870, and CDN$2,002
respectively, from C. Marrelli Services Limited (together the "Notes"). C.
Marrelli Services Limited controls 278,960,559 common shares of the Company and
is 100% owned by Carmelo Marrelli. The Notes are unsecured, bear interest at a
rate of 2% per annum and are due on demand.
(ii) On February 12, 2015, the Company
obtained separate promissory notes of CDN$4,000 from each of George Duguay, C.
Marrelli Services Inc. and Lonnie Kirsh, for total promissory notes of
CDN$12,000. These notes are unsecured, bear interest at an annual rate at 2% and
are due on demand.
(a) Authorized
The authorized capital of the Company
consists of an unlimited number of common shares and an unlimited number of preferred shares, each
without par value.
(b) Issued
|
|
|
Shares |
|
|
Amount |
|
|
|
|
|
|
|
|
|
|
Balance, January 31, 2014,
April 30, 2014, January 31, 2015 and April 30, 2015 |
|
920,835,502 |
|
$ |
28,273,230 |
|
Under the Company's stock option plan
(the "Option Plan"), the directors of the Company can grant options to acquire
common shares of the Company to directors, employees and others who provide
ongoing services to the Company. Exercise prices cannot be less than the closing
price of the Company's shares on the trading day preceding the grant date and
the maximum term of any option cannot exceed ten years.
- 8 -
Royal Standard Minerals Inc. |
Notes to Condensed Interim Financial Statements
|
(Expressed in United States Dollars) |
April 30, 2015 |
(Unaudited)
|
7. |
Stock Options (continued) |
The number of common shares under
option at any time under the Option Plan or otherwise cannot exceed 5% of the
then outstanding common shares of the Company for any optionee. In addition,
options granted to insiders of the Company cannot exceed more than 10% of the
then outstanding common shares of the Company. Options granted may be subject to
vesting restrictions in the discretion of the board.
Option pricing models require the input
of highly subjective assumptions including the expected price volatility.
Changes in the subjective input assumptions can materially affect the fair value
estimate, and therefore the existing models do not necessarily provide a
reliable measure of the fair value of the Company's share purchase options.
The following table reflects the
continuity of stock options for the three months ended April 30, 2015 and
2014:
|
|
|
Number of |
|
|
Weighted Average
|
|
|
|
|
Stock Options |
|
|
Exercise Price |
|
|
Balance, January 31,
2014 |
|
2,350,000
|
|
$ |
0.25 |
|
|
Forfeited |
|
(2,200,000 |
) |
$ |
0.26 |
|
|
Balance, April 30, 2014 |
|
150,000 |
|
$ |
0.10 |
|
|
|
|
|
|
|
|
|
|
Balance, January 31, 2015 and April 30, 2015 |
|
- |
|
$ |
- |
|
8. |
Basic and Diluted Loss Per
Share |
The following table sets forth the
computation of basic and diluted loss per share:
|
|
|
Three
Months Ended |
|
|
|
|
April
30, |
|
|
|
|
2015 |
|
|
2014 |
|
|
Numerator: Loss for the period |
$ |
(8,580 |
) |
$ |
(28,939 |
) |
|
|
|
|
|
|
|
|
|
Denominator: |
|
|
|
|
|
|
|
Weighted average number of common
shares outstanding for basic loss
per share |
|
920,835,502 |
|
|
920,835,502 |
|
|
Weighted average number of common
shares outstanding for diluted loss
|
|
920,835,502 |
|
|
920,835,502 |
|
|
Basic loss per share |
$ |
(0.00 |
) |
$ |
(0.00 |
) |
|
Diluted loss per share |
$ |
(0.00 |
) |
$ |
(0.00 |
) |
- 9 -
Royal Standard Minerals Inc. |
Notes to Condensed Interim Financial Statements
|
(Expressed in United States Dollars) |
April 30, 2015 |
(Unaudited)
|
9. |
Related Party Transactions and
Balances |
Daniel Crandall, the Chief Financial
Officer, is a senior employee of Marrelli Support Services Inc. ("Marrelli
Support"), a firm providing accounting services. Marrelli Support's President,
Carmelo Marrelli, beneficially controls 278,960,559 common shares of the Company
through his holding company, C. Marrelli Services Limited. Fees for services
provided by Marrelli Support totaled $5,227, for the three months ended April
30, 2015 (three months ended April 30, 2014 - $4,072). As at April 30, 2015,
Marrelli Support was owed $6,115 and this amount was included in accounts
payable and accrued liabilities (January 31, 2015 - $1,967).
During the three months ended April 30,
2015, the Company incurred fees totaling $nil, (three months ended April 30,
2014 - $nil) for filing services received from DSA Filing Services ("DSA").
Carmelo Marrelli is an officer and shareholder of DSA. As at April 30, 2015, DSA
was owed $390 and this amount was included in accounts payable and accrued
liabilities (January 31, 2015 - $370).
At April 30, 2015, notes payable of
$27,788 (January 31, 2015 - $15,282) is made up of $21,156 (January 31, 2015 -
$15,282) owed to C. Marrelli Services Limited, $3,316 (January 31, 2015 - $nil)
owed to Lonnie Kirsh, the Chief Executive Officer ("CEO") of the Company and
$3,316 (January 31, 2015 - $nil) owed to George Duguay, a director and
shareholder of the Company. The notes payable are unsecured, bear interest at 2%
per annum and are due on demand (note 5). The interest expense pertaining to the
notes payable for the three months ended April 30, 2015 is $77 (three months
ended April 30, 2014 - $nil).
During the three months ended April 30,
2015, the Company incurred fees totaling $476 (three months ended April 30, 2014
- $15,791) for legal services received from Kirsh Securities Law Professional
Corporation, a law firm owned by the President and CEO of the Company. An amount
of $18,874 is included in accounts payable and accrued liabilities at April 30,
2015 (January 31, 2015 - $17,446).
During the three months ended April 30,
2015, the Company incurred fees totaling $1,202 (three months ended April 30,
2014 - $nil) for consulting services received from G. Duguay Services Inc., a
firm where George Duguay, a director and shareholder of the Company, is the
President. An amount of $4,973 is included in accounts payable and accrued
liabilities at April 30, 2015 (January 31, 2015 - $3,540).
To the knowledge of the directors and
senior officers of the Company, as at April 30, 2015, no person or corporation
beneficially owns or exercises control over common shares of the Company
carrying more than 10% of the voting rights attached to all common shares of the
Company other than as set out below:
|
|
|
Percentage of
|
|
|
Number of |
outstanding
|
|
Major Shareholder |
common shares |
common shares |
|
|
|
|
|
Lonnie Kirsh, Chief Executive Officer and
Director |
278,960,559
|
30.29 % |
|
George Duguay, Director |
278,960,559
|
30.29 % |
|
C.
Marrelli Services Limited |
278,960,559 |
30.29 % |
None of the Company's major
shareholders have different voting rights than other holders of the Company's
common shares.
- 10 -
Royal Standard Minerals Inc. |
Notes to Condensed Interim Financial Statements
|
(Expressed in United States Dollars) |
April 30, 2015 |
(Unaudited)
|
10. |
General and
Administrative |
|
Three Months Ended April 30, |
|
2015 |
|
|
2014 |
|
|
Corporate development |
$ |
726
|
|
$ |
679 |
|
|
Office and general |
|
164 |
|
|
722 |
|
|
Professional fees (Note 9)
|
|
6,488 |
|
|
27,500 |
|
|
Travel |
|
- |
|
|
38 |
|
|
Consulting fees (Note 9) |
|
1,202 |
|
|
- |
|
|
|
$ |
8,580 |
|
$ |
28,939 |
|
11. |
Segmented Information |
The Company's operations comprise a
single reporting segment which is currently inactive. As the operations comprise
a single reporting segment, amounts disclosed in the unaudited condensed interim
financial statements also represent segment amounts.
- 11 -
ROYAL STANDARD MINERALS INC.
MANAGEMENTS DISCUSSION
AND ANALYSIS
THREE MONTHS ENDED APRIL 30, 2015
Royal Standard Minerals Inc. |
Managements Discussion and Analysis |
Three Months Ended April 30, 2015 |
Discussion Dated June 29, 2015 |
|
This Management Discussion and Analysis (MD&A) is dated
June 29, 2015 and unless otherwise noted, should be read in conjunction with the
Companys audited consolidated financial statements for the years ended January
31, 2015 and 2014 and the notes thereto and the unaudited condensed interim
financial statements for the three months ended April 30, 2015, together with
the notes thereto. Results are reported in United States dollars, unless
otherwise noted. The Companys unaudited condensed interim financial statements
have been prepared in accordance with International Financial Reporting
Standards (IFRS). The unaudited condensed interim financial statements have
been prepared in accordance with International Accounting Standard 34, Interim
Financial Reporting. Accordingly, they do not include all of the information
required for full annual financial statements required by IFRS. This MD&A
was written to comply with the requirements of National Instrument
51-102-Continuous Disclosure Obligations. In the opinion of management, all
adjustments (which consist only of normal recurring adjustments) considered
necessary for a fair presentation have been included. The results presented for
the three months ended April 30, 2015 are not necessarily indicative of the
results that may be expected for any future period.
For the purposes of preparing this MD&A, management, in
conjunction with the Board of Directors, considers the materiality of
information. Information is considered material if (1) such information is a
change or a fact that has or would reasonably be expected to have, a significant
effect on the market price or value of the Companys common shares; or (2) there
is a substantial likelihood that a reasonable investor would consider it
important in making an investment decision; or (3) if it would significantly
alter the total mix of information available to investors. Management, in
conjunction with the Board of Directors, evaluates materiality with reference to
all relevant circumstances, including potential market sensitivity.
Additional information relating to the Company can be found on
SEDAR at www.sedar.com.
The Companys common shares are quoted in the United States of
America on the Over the Counter Bulletin Board OTC:BB, under the symbol RYSMF.
The Companys is currently considered delinquent in its SEC filings until such
time as it files a Form 20-F Annual Report for the fiscal years ended January
31, 2014 and 2015.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This MD&A contains certain forward-looking information and
forward-looking statements, as defined in applicable securities laws
(collectively referred to herein as forward-looking statements). These
statements relate to future events or the Companys future performance. All
statements other than statements of historical fact are forward-looking
statements. Often, but not always, forward-looking statements can be identified
by the use of words such as plans, expects, is expected, budget,
scheduled, estimates, continues, forecasts, projects, predicts,
intends, anticipates or believes, or variations of, or the negatives of,
such words and phrases, or state that certain actions, events or results may,
could, would, should, might or will be taken, occur or be achieved.
Forward-looking statements involve known and unknown risks, uncertainties and
other factors that may cause actual results to differ materially from those anticipated in such forward-looking
statements. The forward-looking statements in this MD&A speak only as of the
date of this MD&A or as of the date specified in such statement. The
following table outlines certain significant forward-looking statements
contained in this MD&A and provides the material assumptions used to develop
such forward-looking statements and material risk factors that could cause
actual results to differ materially from the forward-looking statements.
2
Royal Standard Minerals Inc. |
Managements Discussion and Analysis |
Three Months Ended April 30, 2015 |
Discussion Dated June 29, 2015 |
|
Forward-looking statements |
Assumptions |
Risk factors |
The Company will be able to continue
its business activities. |
The Company has
anticipated all material costs and the operating activities of the
Company,and such costs and activities will be consistent with the
Companys currentex pectations; the Company will be able to obtain
shareholder loans or equity funding when required. |
Unforeseen costs to the
Company will arise; any particular operating cost increase or decrease
from the date of the estimation; and capital markets not being favourable
for funding and/or related parties discontinue funding the Company
resulting in the Company not being able to obtain financing when required
or on acceptable terms. |
The Company will be able to carry out
anticipated business plans. |
The operating activities
of the Company for the twelve months ending April 30, 2016, will be
consistent with the Companys current expectations.
|
Sufficient funds not being
available; increases in costs; the Company may be unable to retain key
personnel. |
Inherent in forward-looking statements are risks, uncertainties
and other factors beyond the Companys ability to predict or control. Please
also make reference to those risk factors referenced in the Risk Factors
section below. Readers are cautioned that the above chart does not contain an
exhaustive list of the factors or assumptions that may affect the
forward-looking statements, and that the assumptions underlying such statements
may prove to be incorrect. Actual results and developments are likely to differ,
and may differ materially, from those expressed or implied by the
forward-looking statements contained in this MD&A.
Forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause the Companys actual results,
performance or achievements to be materially different from any of its future
results, performance or achievements expressed or implied by forward-looking
statements. All forward-looking statements herein are qualified by this
cautionary statement. Accordingly, readers should not place undue reliance on
forward-looking statements. The Company undertakes no obligation to update
publicly or otherwise revise any forward-looking statements whether as a result
of new information or future events or otherwise, except as may be required by
law. If the Company does update one or more forward-looking statements, no inference should be drawn that it will make
additional updates with respect to those or other forward-looking statements,
unless required by law.
3
Royal Standard Minerals Inc. |
Managements Discussion and Analysis |
Three Months Ended April 30, 2015 |
Discussion Dated June 29, 2015 |
|
DESCRIPTION OF BUSINESS AND GOING CONCERN
The Companys business activities are currently restricted to
funding ongoing operations as a reporting issuer and to repaying existing
creditors and is currently seeking new business opportunities. Success in
identifying a suitable new asset or business for the Company is uncertain.
Unless the Company can identify a suitable asset or business opportunity and/or
obtain additional financing in the near term, there is significant doubt on the
ability of the Company to continue as a going concern. Without a suitable asset
or business opportunity and/or additional financing, the Company will be
required to consider the basis on which it will continue as an entity. The
Company has no operating revenues and therefore it must utilize current cash and
cash equivalents to satisfy outstanding liabilities.
The Companys financial statements have been prepared on the
basis of accounting principles applicable to a going concern, which assume that
the Company will continue in operation for the foreseeable future and will be
able to realize its assets and discharge its liabilities in the normal course of
operations as they come due. In assessing whether the going concern assumption
is appropriate, management takes into account all available information about
the future, which is at least, but is not limited to, twelve months from the end
of the reporting period. Management is aware, in making its assessment, of
material uncertainties related to events or conditions that cast significant
doubt upon the entity's ability to continue as a going concern. The Company had
a loss of $8,580 during the three months ended April 30, 2015 (three months
ended April 30, 2014 - $28,939) and has an accumulated deficit of $39,258,881
(January 31, 2015 - accumulated deficit of $39,250,301). In addition, the
Company has a working capital deficiency of $74,446 at April 30, 2015 (January
31, 2015 - working capital deficiency of $63,047).
The Companys ability to continue to meet its obligations is
uncertain and, as a result, there is significant doubt regarding the going
concern assumption and, accordingly, the ultimate appropriateness of the use of
accounting principles applicable to a going concern. The Company has no
remaining mineral property interests and its business activities are currently
restricted to funding ongoing operations as a reporting issuer and to repaying
existing creditors and is currently focused on identifying suitable assets or
businesses to acquire or merge with. Success in identifying a suitable new asset
or business for the Company is uncertain. Furthermore, the Company has limited
working capital to pursue such opportunities. Unless the Company can identify a
suitable asset or business opportunity and/or obtain additional financing in the
near term, there is significant doubt on the ability of the Company to repay its
outstanding liabilities. If the Company is unable to extinguish all of its
outstanding liabilities, the going concern assumption will not be valid. The
financial statements do not reflect the adjustments to the carrying values or
classifications of assets and liabilities or to the reported expenses that would
be necessary if the Company were unable to realize its assets and settle its
liabilities as a going concern in the normal course of operations for the
foreseeable future. These adjustments could be material.
4
Royal Standard Minerals Inc. |
Managements Discussion and Analysis |
Three Months Ended April 30, 2015 |
Discussion Dated June 29, 2015 |
|
OVERALL PERFORMANCE
The Companys net loss for the three months ended April 30,
2015 was $8,580 ($0.00 loss per share) and for the three months ended April 30,
2014 was a loss of $28,939 ($0.00 loss per share), a decrease in net loss of
$20,359. The decrease in net loss relates mainly to a reduction in professional
fees of $21,012 from the three months ended April 30, 2014 which related to the
completion of the reorganization of the Company.
FINANCIAL PERFORMANCE
Three months ended April 30, 2015, compared with three
months ended April 30, 2014
The Companys net loss for the three months ended April 30,
2015 was $8,580 ($0.00 loss per share) compared to a net loss $28,939 ($0.00
loss per share) for the three months ended April 30, 2014, on no revenue. The
decrease in loss of $20,359 was principally the result of:
|
|
Office and general expenses decreased $558 for
the three months ended April 30, 2015, compared to the same period in
2014. The decrease was the result of cost saving strategies. |
|
|
Consulting, wages and salaries increased by
$1,202 for the three months ended April 30, 2015, compared to the same
period in 2014. The increase was the result of consulting fees incurred in
the current period for corporate secretarial services. |
|
|
Professional fees decreased to $6,488 for the
three months ended April 30, 2015, compared to $27,500 for the same period
in 2014. The decrease from 2014 was the result of external professional
services required in connection with the reorganization and financing of
the Company in 2014 which were not required in 2015. |
5
Royal Standard Minerals Inc. |
Managements Discussion and Analysis |
Three Months Ended April 30, 2015 |
Discussion Dated June 29, 2015 |
|
SUMMARY OF QUARTERLY RESULTS
The following is a summary of selected financial information of
the Company for the quarterly periods indicated.
Three Months
Ended |
Net
Revenues ($) |
Net Income (Loss) ($) |
April 30, 2015 |
nil |
(8,580) |
(0.00) |
January 31, 2015 |
nil |
(13,985) |
(0.00) |
October 31, 2014 |
nil |
(2,550) |
(0.00) |
July 31, 2014 |
nil |
(11,700) |
(0.00) |
April 30, 2014 |
nil |
(28,939) |
(0.00) |
January 31, 2014 |
nil |
270,714 |
0.00 |
October 31, 2013 |
nil |
40,418 |
0.00 |
July 31, 2013 |
nil |
(49,485) |
(0.00)
|
LIQUIDITY AND CAPITAL RESOURCES
The Company currently has no positive operating cash flow and
has, to date, financed its activities and its ongoing expenditures primarily
through equity transactions such as equity offerings, the exercise of warrants
and other financing arrangements. The Company believes that additional financing
will be required to fund its operating expenses as it searches for suitable
assets and businesses to merge with or acquire.
As at April 30, 2015, the Company had cash and cash equivalents
of $3,168. Cash used in operating activities was $13,373 for the three months
ended April 30, 2015. During the three months ended April 30, 2015, the Company
experienced a net decrease of $1,974 in non-cash working capital items, which
was due to an increase in sundry receivables and prepaid of $2,807 and increase
in accounts payable and accrued liabilities of $833. Cash provided by financing
activities was $12,506 for the three months ended April 30, 2015 due to notes
payable advanced from related parties.
The Company's approach to managing liquidity risk has been to
ensure that it will have sufficient liquidity to meet liabilities when due. As
at April 30, 2015, the Company had cash and cash equivalents of $3,168 compared
to $4,035 as at January 31, 2015, to settle current liabilities of $82,415
compared to $69,076 as at January 31, 2015. The Company currently does not have
sufficient cash and cash equivalents to settle current liabilities although
creditors who are related to the Company have agreed to defer payment. All of
the Company's financial liabilities have contractual maturities of less than 60
days and are subject to normal trade terms. The Company regularly evaluates its
cash position in an effort to maintain its liquidity.
6
Royal Standard Minerals Inc. |
Managements Discussion and Analysis |
Three Months Ended April 30, 2015 |
Discussion Dated June 29, 2015 |
|
There is no assurance that future equity or debt capital will
be available to the Company in the amounts or at the times desired, or on terms
that are acceptable to the Company, if at all. See Risk Factors below.
As at April 30, 2015 and the date of this MD&A, the Company
had 920,835,502 common shares issued and outstanding and no stock options
outstanding. The Companys liquidity risk with financial instruments is minimal
as any excess cash, when present, is deposited with a Schedule I Canadian bank.
RELATED PARTY TRANSACTIONS
Daniel Crandall, the Chief Financial Officer, is a senior
employee of Marrelli Support Services Inc. ("Marrelli Support"), a firm
providing accounting services. Marrelli Support's President, Carmelo Marrelli,
beneficially controls 278,960,559 common shares of the Company through his
holding company, C. Marrelli Services Limited. Fees for services provided by
Marrelli Support totaled $5,227, for the three months ended April 30, 2015
(three months ended April 30, 2014 - $4,072). As at April 30, 2015, Marrelli
Support was owed $6,115 and this amount was included in accounts payable and
accrued liabilities (January 31, 2015 - $1,967).
During the three months ended April 30, 2015, the Company
incurred fees totaling $nil, (three months ended April 30, 2014 - $nil) for
filing services received from DSA Filing Services ("DSA"). Carmelo Marrelli is
an officer and shareholder of DSA. As at April 30, 2015, DSA was owed $390 and
this amount was included in accounts payable and accrued liabilities (January
31, 2015 - $370).
At April 30, 2015, notes payable of $27,788 (January 31, 2015 -
$15,282) is made up of $21,156 (January 31, 2015 - $15,282) owed to C. Marrelli
Services Limited, $3,316 (January 31, 2015 - $nil) owed to Lonnie Kirsh, the
Chief Executive Officer ("CEO") of the Company and $3,316 (January 31, 2015 -
$nil) owed to George Duguay, a director and shareholder of the Company. The
notes payable are unsecured, bear interest at 2% per annum and are due on
demand. The interest expense pertaining to the notes payable for the three
months ended April 30, 2015 is $77 (three months ended April 30, 2014 - $nil).
During the three months ended April 30, 2015, the Company
incurred fees totaling $476, (three months ended April 31, 2014 - $15,791) for
legal services received from Kirsh Securities Law Professional Corporation, a
law firm owned by the President and Chief Executive Officer of the Company. An
amount of $18,874 is included in accounts payable and accrued liabilities at
April 30, 2015 (January 31, 2015 - $17,446).
During the three months ended April 30, 2015, the Company
incurred fees totaling $1,202 (three months ended April 30, 2014 - $nil) for
consulting services received from G. Duguay Services Inc., a firm where George
Duguay, a director and shareholder of the Company, is the President. An amount
of $4,973 is included in accounts payable and accrued liabilities at April 30,
2015 (January 31, 2015 - $3,540).
7
Royal Standard Minerals Inc. |
Managements Discussion and Analysis |
Three Months Ended April 30, 2015 |
Discussion Dated June 29, 2015 |
|
To the knowledge of the directors and senior officers of the
Company, as at April 30, 2015, no person or corporation beneficially owns or
exercises control over common shares of the Company carrying more than 10% of
the voting rights attached to all common shares of the Company other than as set
out below:
Major Shareholder |
Number
of common shares |
Percentage
of outstanding common shares |
Lonnie Kirsh, Chief Executive Officer and Director |
278,960,559 |
30.29 % |
George Duguay, Director |
278,960,559 |
30.29 % |
C. Marrelli Services Limited |
278,960,559 |
30.29 % |
None of the Company's major shareholders have different voting
rights than other holders of the Company's common shares.
SHARE CAPITAL
The Company is authorized to issue an unlimited number of
common shares and preferred shares. As of the date of this MD&A, the Company
had 920,835,502 common shares outstanding.
OFF BALANCE SHEET ARRANGEMENTS
As of the date hereof, management believes the Company does not
have any off balance sheet arrangements that have, or are reasonably likely to
have, a current or future effect on the results of operations or financial
condition of the Company, including, and without limitation, such considerations
as liquidity and capital resources.
NEW ACCOUNTING PRONOUNCEMENTS
IFRS 9 Financial instruments (IFRS 9) was issued by the
IASB in October 2010 and will replace IAS 39 - Financial Instruments:
Recognition and Measurement (IAS 39). IFRS 9 uses a single approach to
determine whether a financial asset is measured at amortized cost or fair value,
replacing the multiple rules in IAS 39. The approach in IFRS 9 is based on how
an entity manages its financial instruments in the context of its business model
and the contractual cash flow characteristics of the financial assets. Most of
the requirements in IAS 39 for classification and measurement of financial
liabilities were carried forward unchanged to IFRS 9. The new standard also
requires a single impairment method to be used, replacing the multiple
impairment methods in IAS 39. IFRS 9 is effective for annual periods beginning
on or after January 1, 2018. Earlier adoption is permitted. The Company is in
the process of assessing the impact of this pronouncement.
8
Royal Standard Minerals Inc. |
Managements Discussion and Analysis |
Three Months Ended April 30, 2015 |
Discussion Dated June 29, 2015 |
|
CHANGE IN ACCOUNTING POLICIES
The amendments to IAS 24, issued in December 2013, clarify that
a management entity, or any member of a group of which it is a part, that
provides key management services to a reporting entity, or its parent, is a
related party of the reporting entity. The amendments also require an entity to
disclose amounts incurred for key management personnel services provided by a
separate management entity. This replaces the more detailed disclosure by
category required for other key management personnel compensation. The
amendments will only affect disclosure and are effective for annual periods
beginning on or after July 1, 2014. At February 1, 2015, the Company adopted
this pronouncement and there was no material effect on its unaudited condensed
interim financial statements.
MANAGEMENT OF CAPITAL
The Company manages its capital with the following objectives:
|
|
to ensure sufficient financial flexibility to
achieve the ongoing business objectives; and |
|
|
to maximize shareholder return through
enhancing the share value. |
The Company monitors its capital structure and makes
adjustments according to market conditions in an effort to meet its objectives
given the current outlook of the business and industry in general. The Company
may manage its capital structure by issuing new shares, repurchasing outstanding
shares, adjusting capital spending, or disposing of assets. The capital
structure is reviewed by Management and the Board of Directors on an ongoing
basis.
The Company's equity comprises of share capital, reserves,
accumulated other comprehensive income and accumulated deficit, which at April
30, 2015 was a deficiency of $74,446 (January 31, 2015 - deficiency of $63,047).
Note that included in the statements of financial position presented is a
deficit of $39,258,881 as April 30, 2015 (January 31, 2015 - $39,250,301).
The Company manages capital through its financial and
operational forecasting processes. The Company reviews its working capital and
forecasts its future cash flows based on operating expenditures, and other
investing and financing activities. Selected information is provided to the
Board of Directors of the Company. The Companys capital management objectives,
policies and processes have remained unchanged during the three months ended
April 30, 2015. The Company is not subject to external capital requirements.
FINANCIAL RISK FACTORS
The Company's financial instruments, consisting of cash and
cash equivalents, sundry receivables and accounts payable and accrued
liabilities, approximate fair values due to the relatively short-term maturities
of the instruments. It is managements opinion that the Company is not exposed
to significant interest, currency or credit risks arising from these financial
instruments.
9
Royal Standard Minerals Inc. |
Managements Discussion and Analysis |
Three Months Ended April 30, 2015 |
Discussion Dated June 29, 2015 |
|
Risk management is carried out by the Company's management team
with guidance from the Audit Committee under policies approved by the Board of
Directors. The Board of Directors also provides regular guidance for overall
risk management.
Credit risk
Credit risk is the risk of loss associated with a
counterpartys inability to fulfill its payment obligations. The Company's
credit risk is primarily attributable to cash and cash equivalents. The Company
has no significant concentration of credit risk arising from operations. Cash
and cash equivalents are held with reputable financial institutions, from which
management believes the risk of loss to be minimal.
Liquidity risk
The Company's approach to managing liquidity risk is to ensure
that it will have sufficient liquidity to meet liabilities when due. As at April
30, 2015, the Company had a cash balance of $3,168 (January 31, 2015 - $4,035)
to settle current liabilities of $82,415 (January 31, 2015 - $69,076). All of
the Company's financial liabilities have contractual maturities of less than 60
days and are subject to normal trade terms.
It is expected the Company will be funded by shareholder loans
or private placements from related parties until the Company finds an asset or
business to incorporate into the Company.
Market risk
Market risk is the risk of loss that may arise from changes in
market factors such as interest rates and foreign exchange rates.
Interest rate risk
The Company has cash balances and no
interest-bearing debt. The Company's current policy is to invest excess cash in
guaranteed investment certificates, bankers acceptance and money market
deposits, with reputable financial institutions. The interest rate risk is
remote.
Foreign currency risk
The Company's functional currency is
Canadian dollars and major purchases are transacted in Canadian dollars. The
Company's reporting currency is the United States dollar.
10
Royal Standard Minerals Inc. |
Managements Discussion and Analysis |
Three Months Ended April 30, 2015 |
Discussion Dated June 29, 2015 |
|
RISK FACTORS
At the present time, the Company does not hold any interest in
an active operating business or asset. The Company's viability and potential
success lie in its ability to develop, exploit and generate revenue from a
future asset or business acquisition. Revenues, profitability and cash flow from
any future asset or business acquisition involving the Company are difficult to
predict and will be influenced by factors unknown to management at the present
time. The Company has limited financial resources and there is no assurance that
it will be able to obtain adequate financing in the future or that the terms of
any such financing will be favourable. Failure to obtain such additional
financing could result in delay or indefinite postponement of future business
activities of the Company with the possible dilution or loss of such business
activities.
The Companys ability to continue as a going concern is
uncertain and is dependent upon its ability to identify assets or business
opportunities to acquire or merge with. Success in identifying a new assets or
business is uncertain. Furthermore, the Company has limited working capital to
pursue such opportunities. Unless the Company can identify a suitable assets or
business opportunity and/or obtain additional financing in the near term, there
is significant doubt on the ability of the Company to continue as a going
concern. Any material delays, or failure of, identifying a suitable business
opportunity and/or obtaining additional financing in the near term is likely to
have a material adverse impact on the business, operations and prospects of the
Company and the ability of the Company to raise adequate financing and
re-commence business operations, which in turn is likely to have a material
adverse impact on the Company's business, assets and financial condition.
Additionally, certain of the directors and officers of the
Company may also serve as directors and officers of other companies and
consequently, the possibility of conflict exists. Any decisions made by such
directors involving the Company will be made in accordance with the duties and
obligations of directors to deal fairly and in good faith with the Company and
such other companies. In addition, such directors declare, and refrain from
voting on, any matters in which such directors may have a conflict of interest.
Consequently, such directors and officers will be dividing
their time between their duties to the Company and their duties to their other
reporting issuers.
RISK MANAGEMENT
Risk management is carried out by the Company's management team
with guidance from the Audit Committee under policies approved by the Board of
Directors. The Board of Directors provides regular guidance for overall risk
management.
11
Royal Standard Minerals Inc. |
Managements Discussion and Analysis |
Three Months Ended April 30, 2015 |
Discussion Dated June 29, 2015 |
|
DISCLOSURE OF INTERNAL CONTROLS
Management has established processes to provide it with
sufficient knowledge to support representations that it has exercised reasonable
diligence to ensure that (i) the condensed interim financial statements do not
contain any untrue statement of 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 is made, as of the date of and for the
periods presented by the financial statements, and (ii) the condensed interim
financial statements fairly present in all material respects the financial
condition, results of operations and cash flow of the Company, as of the date of
and for the periods presented.
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), the Venture Issuer Basic Certificate filed by
the Company 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 such 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 issuers generally
accepted accounting principles (IFRS). |
The Companys 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 such 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.
12
Royal Standard Minerals Inc. |
Managements Discussion and Analysis |
Three Months Ended April 30, 2015 |
Discussion Dated June 29, 2015 |
|
ADDITIONAL DISCLOSURE FOR VENTURE ISSUERS WITHOUT
SIGNIFICANT REVENUE
The following tables set forth a breakdown of the components of
general and administrative for the Company, for the three months ended April 30,
2015 and 2014.
General and Administrative:
|
Three Months Ended April 30, |
2015
($) |
2014
($) |
Corporate development |
726 |
679 |
Office and general |
164 |
722 |
Professional fees |
6,488 |
27,500 |
Travel |
- |
38 |
Consulting fees |
1,202 |
- |
Total |
8,580 |
28,939
|
13
FORM 52-109FV2
CERTIFICATION OF INTERIM FILINGS
VENTURE ISSUER BASIC CERTIFICATE
I, Lonnie Kirsh, the President and Chief Executive Officer
of Royal Standard Minerals Inc., certify the following:
1. |
Review: I have reviewed the interim financial
report and interim MD&A (together, the interim filings) of Royal
Standard Minerals Inc. (the issuer) for the interim period ended
April 30, 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: June 29, 2015 |
|
Lonnie Kirsh |
|
Lonnie Kirsh |
President and 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 issuers
GAAP. |
The issuers 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, Daniel Crandall, the Chief Financial Officer of Royal
Standard Minerals Inc., certify the following:
1. |
Review: I have reviewed the interim financial
report and interim MD&A (together, the interim filings) ofRoyal
Standard Minerals Inc. (the issuer) for the interim period ended
April 30, 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: June 29, 2015 |
|
Daniel
Crandall |
|
Daniel Crandall |
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 issuers
GAAP. |
The issuers 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.
Royal Standard Minerals (CE) (USOTC:RYSMF)
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