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Purepoint Uranium Group Inc. Interim / Quarterly Report 2017

Nov 24, 2017

45387_rns_2017-11-24_0b12953b-b281-4017-8074-a952b87dd752.pdf

Interim / Quarterly Report

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Condensed Consolidated Interim Financial Statements

September 30, 2017 and 2016

Notice of no auditor review of Interim 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 indication that the financial statements have not been reviewed by an auditor.

The accompanying unaudited condensed consolidated interim financial statements of the Company have been prepared by, and are the responsibility of the Company’s management. The Company’s independent auditor has not performed a review of these financial statements.

2

Purepoint Uranium Group Inc.

Condensed Consolidated Statements of Financial Position

As at September 30, 2017

(Expressed in Canadian Dollars)
(Unaudited) September 30, December 31,
2017 2016
$ $
Assets
Current assets
Cash 383,044 618,459
Short-term investments 810,427 1,256,055
Accounts receivable 16,995 28,484
Receivable from projects_(note 7)_ - 337,325
Prepaid expenses 25,504 15,647
Deposits 108,762 124,320
1,344,732 2,380,290
Property and equipment(note 5) 8,052 13,508
1,352,784 2,393,798
Liabilities
Current liabilities
Accounts payable and accrued liabilities 73,010 177,751
Advances on projects_(note 7)_ 290,267 -
363,277 177,751
Shareholders' equity
Share capital_(note 9(a))_ 33,739,563 33,665,670

Contributed surplus
7,014,299 6,861,621
Deficit (39,764,355) (38,311,244)
989,507 2,216,047
1,352,784 2,393,798

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

3

Purepoint Uranium Group Inc.

Condensed Consolidated Statements of Loss and Comprehensive Loss

For the three- and nine-month periods ended September 30, 2017 and 2016

(Expressed in Canadian Dollars) (Unaudited)

For the three m
ended Se
onth period
ptember 30,
For the nine
ended S
month period
eptember 30,
2017
2016
2017
2016
$ $ $ $
Expenses
Mining exploration and evaluation
expenditures_(note 6)_
58,497 61,804 1,078,805 716,910
Mining exploration and evaluation
salaries and benefits
95,683 32,427 330,821 275,289
Salaries, compensations and benefits 37,541 36,845 150,555 114,766
General and administration 22,924 8,504 71,580 40,518
Investor relations 12,743 14,734 53,460 42,976
Professional fees 24,463 10,649 52,470 38,374
Share-based payments_(note 10)_ 185,446 550,893 185,446 550,893
Insurance 9,486 6,243 27,219 26,610
Travel 35 - 11,027 7,836
Transfer agent and filing fees 4,571 5,071 17,849 32,152
Depreciation 152 250 305 346
451,541 727,420 1,979,537 1,846,670
Other
Operator fees and other recoveries (33,849) (70,827) (520,188) (514,262)
Interest income (1,578) (2,683) (6,238) (3,383)
(35,427) (73,510) (526,426) (517,645)
Net loss and comprehensive loss (416,114) (653,910) (1,453,111) (1,329,025)
Basic and diluted loss per common
share(note 12) (0.00) (0.00) (0.01) (0.01)

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

4

Purepoint Uranium Group Inc.

Condensed Consolidated Statements of Changes in Equity

As at September 30, 2017 and 2016

(Expressed in Canadian Dollars)

(Unaudited)
Capital stock
Number of
shares
Amount Contributed
surplus
Deficit Equity
total
$ $ $ $
Balance at January 1, 2017 188,629,260 33,665,670 6,861,621 (38,311,244) 2,216,047
Exercise of warrants and options 550,753 41,125 - - 41,125
Fair value of exercised warrants and options - 32,768 (32,768) - -
Share-based payment - - 185,446 - 185,446
Net loss - - - (1,453,111) (1,453,111)
Balance at September 30, 2017 189,180,013 33,739,563 7,014,299 (39,764,355) 989,507
Balance at January 1, 2016 149,226,271 31,410,173 5,674,863 (36,690,385) 394,651
Issuance of common shares
from private placement_(note 9)_
25,964,592 1,995,750 - - 1,995,750
Fair value of issued warrants
from private placement - (856,394) 856,394 - -
Fair value of finders fee
compensation warrants
- (42,829) 42,829 - -

Exercise of warrants and options
9,674,706 667,597 - - 667,597
Fair value of exercised warrants and options - 172,698 (172,698) - -

Expenses of the private placement
- (75,654) - - (75,654)

Share-based payment
- - 550,893 - 550,893
Net loss - - - (1,329,025) (1,329,025)
Balance at September 30, 2016 184,865,569 33,271,341 6,952,281 (38,019,410) 2,204,212

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

5

Purepoint Uranium Group Inc.

Condensed Consolidated Statements of Cash Flows

For the nine month period ended September 30, 2017 and 2016

(Expressed in Canadian Dollars)
(Unaudited)
For the nin
ended
e month period
September 30,
2017
2016
$ $
Cash flow from operating activities
Net loss for the period (1,453,111) (1,329,025)
Items not affecting cash:
Depreciation 1,024 1,275
Share based payments 185,446 550,893
Gain on sale of assets (600) (285)
(1,267,241) (777,142)
Changes in non-cash items relating to operating activities:
Accounts receivable 11,489 19,094
Prepaid expenses (9,857) 2,728
Deposits
15,558
(68,520)
Accounts payable and accrued liabilities (104,741) (120,376)
Advances from (disbursements on behalf of)
joint venturers, net
627,592 (51,875)
(727,200) (996,091)
Cash flow from investing activities
Short-term investments 445,628 (1,253,377)
Cost of purchase of property and equipment
(4,568)
(10,000)
Proceeds from sale of property and equipment 9,600 21,250
450,660 (1,242,127)
Cash flow from financing activities
Proceeds from private placement - net of expenses - 1,920,096
Proceeds from exercise of warrants and options 41,125 667,597
41,125 2,587,693
Net (decrease) increase in cash (235,415) 349,475
Cash - Beginning of the period 618,459 356,026
Cash - End of the period 383,044 705,501

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

6

Purepoint Uranium Group Inc.

Notes to Condensed Consolidated Interim Financial Statements

For the Nine Months Ended September 30, 2017 and 2016 (Expressed in Canadian Dollars) (Unaudited)

1. General Information

Purepoint Uranium Group Inc. ("the Company") is a Canadian resource company engaged in the acquisition, exploration and development of properties for the purpose of producing uranium. The Company’s principal assets are mineral properties located in Saskatchewan. The ability of the Company to realize the costs it has incurred to date on these and other properties is dependent upon the discovery of economically recoverable reserves, the preservation of the Company's interest in the underlying mining claims, the ability to continue to raise adequate financing and to commence profitable operations in the future, or alternatively, upon the disposal of properties, or the Company's interests therein, on an advantageous basis.

The Company’s head office is located at 120 Adelaide Street West, Suite 2500, Toronto, Ontario, M5H 1T1, Canada.

2. Basis of Presentation and Going Concern

These condensed consolidated interim financial statements have been prepared on a going concern basis. The going concern basis of presentation assumes that the Company will continue in operation for the foreseeable future and be able to realize its assets and discharge its liabilities and commitments in the normal course of business.

The ability of the Company to continue as a going concern is dependent on the successful completion of the actions taken or planned. In order to meet future expenditures and cover administrative costs, the Company will need to raise additional financing. Although the Company has been successful in raising funds to date, there can be no assurance that adequate funding will be available in the future, or available under terms favourable to the Company. These circumstances may cast significant doubt as to the Company's ability to continue as a going concern and ultimately the appropriateness of the use of accounting principles to a going concern.

These condensed consolidated interim financial statements do not reflect adjustments that would be necessary if the going concern assumption were not appropriate. If the going concern basis was not appropriate for these condensed consolidated interim financial statements, then adjustments would be necessary in the carrying value of assets and liabilities, the reported expenses, and the condensed consolidated interim statement of financial position classifications used.

3. Significant Accounting Policies

(a) Statement of compliance

The accounting policies applied by the Company in these unaudited condensed consolidated interim financial statements are the same as those applied by the Company in its audited consolidated annual financial statements as at and for the year ended December 31, 2016. These unaudited condensed consolidated interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting. They do not include all the information required for full annual financial statements and should be read in conjunction with the audited consolidated financial statements of the Company as at and for the year ended December 31, 2016.

7

Purepoint Uranium Group Inc.

Notes to Condensed Consolidated Interim Financial Statements

For the Nine Months Ended September 30, 2017 and 2016 (Expressed in Canadian Dollars) (Unaudited)

3. Significant Accounting Policies - continued

(a) Statement of compliance - continued

The policies applied in these condensed consolidated interim financial statements are based on IFRS issued and outstanding as of November 23, 2017, the date the Board of Directors approved the condensed consolidated interim financial statements.

(b) IFRS 11, Joint Arrangements :

In May 2011, the IASB issued IFRS 11, which provides guidance on accounting for joint arrangements. If an arrangement has joint control, IFRS 11 classifies joint arrangements as either joint operations or joint ventures, depending on the rights and obligations of the parties involved.

A joint operation is an arrangement where the jointly controlling parties have rights to the assets and obligations in respect of the liabilities relating to the arrangement. An entity accounts for a joint operation by recognizing its portion of the assets, liabilities, revenues and expenses. A joint venture is an arrangement where the jointly controlling parties have rights to the net assets of the arrangement. This standard is effective for annual periods beginning on or after January 1, 2013, with early adoption permitted. Adoption of IFRS 11 has had no impact on the Company.

(c) Basis of preparation

The condensed consolidated interim financial statements are presented in Canadian dollars. The condensed consolidated interim financial statements are prepared on the historical cost basis.

These condensed consolidated interim financial statements include the accounts of the Company and its wholly-owned subsidiary William River Exploration Corp. Subsidiaries are entities over which the Company has the power, directly or indirectly, to govern the financial and operating policies of the entity so as to obtain benefits from its activities. In assessing control, potential voting rights that are presently exercisable or convertible, are taken into account in the assessment of whether control exists. Subsidiaries are fully consolidated from the date on which control is transferred to the Company. They are deconsolidated from the date on which control ceases.

All intercompany accounts and transactions have been eliminated.

8

Purepoint Uranium Group Inc.

Notes to Condensed Consolidated Interim Financial Statements

For the Nine Months Ended September 30, 2017 and 2016

(Expressed in Canadian Dollars) (Unaudited)

3. Significant Accounting Policies - continued

(d) Accounting standards issued but not yet effective

IFRS 9 Financial Instruments ("IFRS 9") was initially issued by the IASB in November 2009 and issued in its completed version in July 2014, and will replace IAS 39 Financial Instruments: Recognition and Measurement ("IAS 39"). IFRS 9 replaces the multiple rules in IAS 39 with a single approach to determine whether a financial asset is measured at amortized cost or fair value and a new mixed measurement model for debt instruments having only two categories: amortized cost and fair value. 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. 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.The Company intends to adopt the standard on its effective date and has not yet assessed its impact on the consolidated financial statements.

4. Significant Accounting Judgments and Estimates

The preparation of these condensed consolidated interim financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates. The condensed consolidated interim financial statements include estimates which, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the financial statements, and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and the revision affects both current and future periods.

Significant assumptions about the future and other sources of estimation uncertainty that management has made at the end of the reporting period, that could have an effect on the amounts recognized in the condensed consolidated interim financial statements relate to, but are not limited to, the following:

Share-based payments

The Company grants options to certain individuals. Fair value is measured at the date of grant using the Black-Scholes option pricing mechanism. Management is required to make certain estimates when determining the fair value of stock option awards. These estimates affect the amount recognized as share-based payment expense in the condensed consolidated interim statements of loss.

9

Purepoint Uranium Group Inc.

Notes to Condensed Consolidated Interim Financial Statements

For the Nine Months Ended September 30, 2017 and 2016

(Expressed in Canadian Dollars) (Unaudited)

5. Property and Equipment

Additions Additions
Cost January 1, and
**Deductions **
December 31, and
**Deductions **
September 30,
2016 in 2016 2016 in 2017 2017
Exploration property and equipment
Field property and equipment 144,196
$
(138,846)
$
5,350
$
-
$
5,350
$
Furniture and equipment 28,373 - 28,373 - 28,373
Office property and equipment
Computer equipment 13,299 - 13,299 - 13,299
Furniture and fixtures 1,977 10,000 11,977 (5,433) 6,544
Leasehold improvements 19,536 (19,536) - - -
207,381
$
(148,382)
$
58,999
$
(5,433)
$
53,566
$
Depreciation Depreciation
and and
Accumulated depreciation January 1, **Deductions ** December 31, **Deductions ** September 30,
2016 in 2016 2016 in 2017 2017
Exploration property and equipment
Field property and equipment 120,386
$
(117,312)
$
3,074
$
325
$
3,399
$
Furniture and equipment 25,398 743 26,141 394 26,535
Office property and equipment - -
Computer equipment 13,299 - 13,299 - 13,299
Furniture and fixtures 1,882 1,095 2,977 (696) 2,281
Leasehold improvements 19,536 (19,536) - - -
180,501
$
(135,010)
$
45,491
$
23
$
45,514
$

10

Purepoint Uranium Group Inc.

Notes to Condensed Consolidated Interim Financial Statements

For the Nine Months Ended September 30, 2017 and 2016

(Expressed in Canadian Dollars) (Unaudited)

5. Property and Equipment - continued

Net book value **September 30, ** December 31, January 1,
2017 2016 2016
Exploration property and equipment
Field property and equipment 1,951
$
2,276
$
23,810
$
Furniture and equipment 1,838 2,232 2,975
Office property and equipment
Computer equipment - - -
Furniture and fixtures 4,263 9,000 95
Leasehold improvements - - -
8,052
$
13,508
$
26,880
$

In the three- and nine-month periods ended September 30, 2017, $226 and $718 (2016 – $291 and $929) of depreciation expense was included in mining exploration and evaluation expenditures on the condensed consolidated interim statements of loss and comprehensive loss.

Furniture and equipment purchased in 2016 were sold in 2017 for proceeds of $9,600, resulting in net gain of $600.

Field equipment were sold in 2016 for proceeds of $21,250, resulting in net gain of $285.

Leasehold improvements were totally amortized at the end of the lease in 2016 and written off as the Company moved out to a new location.

11

Purepoint Uranium Group Inc.

Notes to Condensed Consolidated Interim Financial Statements

For the Nine Months Ended September 30, 2017 and 2016

(Expressed in Canadian Dollars) (Unaudited)

6. Mining Exploration and Evaluation Expenditures

The Company’s properties are all located at the Athabasca Basin, Northern Saskatchewan. The Company currently maintains seven properties. The Company entered into joint venture agreements and operates one of these projects with Cameco Corporation and AREVA Resources Canada Inc., one of these projects with Cameco Corporation, while the other five projects remain 100% owned. Mining exploration expenditures on the Company's properties during the three- and nine-month periods ended September 30, 2017 and 2016 are as follows:

For the three mon ths period ended
September 30,
For the nine mon ths period ended
September 30,
2017 2016 2017 2016
Red Willow Property -
$
3,717
$
-
$
3,717
$
Hook Lake Property 17,750 54,700 790,105 703,355
Smart Lake Property - 3,387 - 9,838
Turnor Lake Property 14,189 - 30,813 -
Umfreville Lake Property 9,932 - 145,341 -
Henday Lake Property 9,443 - 47,857 -
McArthur East Property 7,183 - 64,689 -
58,497
$
61,804
$
1,078,805
$
716,910
$

12

Purepoint Uranium Group Inc.

Notes to Condensed Consolidated Interim Financial Statements

For the Nine Months Ended September 30, 2017 and 2016

(Expressed in Canadian Dollars) (Unaudited)

7. Advances and Receivables on Projects

Joint Venture with Cameco and Areva

On October 31, 2012, the Company entered into a definitive joint venture agreement with Cameco Corporation ("Cameco") and Areva Resources Canada Inc. (“Areva”) for the ongoing exploration of Hook Lake uranium project in the Athabasca Basin (the "Project") and pursuant to the option agreement with Cameco from 2007. The Company holds a 21% interest in the Project. The remaining 79% is owned equally by Cameco and Areva. The Company acts as the Project operator for the Joint Venture and charges an administration fee of 10% of the invoiced Project costs incurred. In 2016, Cameco and Areva each funded their respective portions of the project by contributing $1,360,308 (2015 - $1,327,158) to the Company for a total amount of $2,720,616 (2015 - $2,654,315). In the nine-month period ended September 30, 2017 Cameco and Areva advanced further $1,849,864 (2016 - $1,138,896) each for a total amount of $3,699,728 (2016 - $2,277,792). At September 30, 2017 the Company has advances balance of $290,477 (December 31, 2016 – receivable balance of $337,115) from Joint Venture partners representing funds provided by Cameco and Areva, in excess of Project expenditures, inclusive of the administration fee. The advances and receivables are unsecured and non-interest bearing.

The administration fees are included in operator fees and other recoveries in the consolidated statements of loss and comprehensive loss.

Joint Venture with Cameco

On January 1, 2010, the Company entered into a definitive joint venture agreement with Cameco Corporation ("Cameco") for the ongoing exploration of the Smart Lake uranium project in the Athabasca Basin (the "Smart Lake Project"). The Company holds a 23% interest in the Smart Lake Project. The remaining 77% is owned by Cameco. The Company acts as the Project operator for the Joint Venture. In 2016 Cameco contributed $31,033 (2015 - $Nil). At September 30, 2017 there was a receivable balance of $210 (December 31, 2016 - $210) from Cameco. The receivable is unsecured and non-interest bearing.

8. Deposits

Deposits consist of deposit for last month rent for Saskatoon office, security deposit for rent of Toronto office and a deficiency deposit for Umferville and McArthur East properties. The deficiency deposit is held by the Province of Saskatchewan in lieu of exploration work performed. As at September 30, 2017, all required work was completed and required filings submitted. The deficiency deposits will be refunded once these filings have been processed.

13

Purepoint Uranium Group Inc.

Notes to Condensed Consolidated Interim Financial Statements

For the Nine Months Ended September 30, 2017 and 2016 (Expressed in Canadian Dollars) (Unaudited)

9. Shareholders' Equity

(a) Share Capital

Authorized, issued and outstanding common shares

Authorized – unlimited number of common shares without par value.

Issued – 189,180,013 common shares at September 30, 2017 and 188,629,260 at December 31, 2016.

On May 5, 2016, the Company closed its non-brokered private placement for gross proceeds of $1,995,750. The financing was transacted in three tranches with the first two tranches closing April 15, 2016 and April 28, 2016 respectively.

The Company issued 21,124,000 common share units at a price of $0.075 per unit and 4,840,592 flow-through units at a price of $0.085 per unit. Each common share unit consists of one common share in the capital of the Company and one common share purchase warrant. Each flow-through unit consists of one common share in the capital of the Company issued on a “flow-through” basis pursuant to the Income Tax Act (Canada) and one common share purchase warrant. Each warrant entitles its holder to purchase one common share in the capital of the Company at an exercise price of $0.10 per share for a period of 36 months from the date of issuance. In connection with the all three tranches of the private placement, the Company paid finders’ fees consisting of $45,455 in cash and 591,080 non-transferable compensation warrants. Each compensation warrant entitles its holder to purchase one common share in the capital of the Company at an exercise price of $0.10 per share for a period of 36 months after the closing date.

All securities issued in connection with the private placement were subject to a four-month hold period pursuant to the applicable securities laws with an expiry date of September 6, 2016.

The Company incurred cash costs of $75,654 and non-cash compensation warrants valued at $42,829.

The proceeds have been prorated to common shares and warrants based on the relative fair value of each component, with $856,394 being allocated to warrants. The Black-Scholes option pricing model was used to determine the fair value of the warrants and the compensation warrants using the following assumptions: expected dividend yield – nil; expected volatility – 153%; risk free interest rate – 0.60%; and an expected life of 3 years.

14

Purepoint Uranium Group Inc.

Notes to Condensed Consolidated Interim Financial Statements

For the Nine Months Ended September 30, 2017 and 2016

(Expressed in Canadian Dollars) (Unaudited)

9. Shareholders' Equity - continued

(b) Share purchase warrants

The following common share purchase warrants were outstanding at September 30, 2017:

Number of
warrants
Exercise
price
Expiry
date
Common share purchase warrants 3,623,060 0.05
$
December 31, 2017
Common share purchase warrants 8,279,481 0.10
$
April 15, 2019
Common share purchase warrants 15,001,277 0.10
$
April 29, 2019
Common share purchase warrants 3,264,161 0.10
$
May 6, 2019
30,167,979

A summary of warrants outstanding as at September 30, 2017 and December 31, 2016 and changes during periods ending on these dates are presented below:

For the n S
ine months
eptember 30
period ended
For t December 31
he year ended
2017 2016
Number of
warrants
Weighted
average
exercise
price
Fair
value
Number of
warrants
Weighted
average
exercise
price
Fair
value
Balance, beginning
of the period 29,365,592 0.09
$
889,973
$
17,205,793 0.07
$
282,944
$
Granted - - - 25,964,592 0.10 856,394
Exercised - - - (12,652,797) 0.07 (242,254)
Expired - - - (1,151,996) 0.10 (7,110)
Balance, end of the
period 29,365,592 0.09
$
889,973
$
29,365,592 0.09
$
889,973
$

15

Purepoint Uranium Group Inc.

Notes to Condensed Consolidated Interim Financial Statements

For the Nine Months Ended September 30, 2017 and 2016

(Expressed in Canadian Dollars) (Unaudited)

9. Shareholders' Equity - continued

(c) Finder’s Compensation Warrants

A summary of Compensation Warrants outstanding as at September 30, 2017 and December 31, 2016 and changes during periods ending on these dates are presented below:

Number of
warrants
For the ni
Se
Weighted
average
exercise
price
ne months pe
ptember 30
Fair
value
2017
riod ended
Number of
warrants
D
Weighted
average
exercise
price
For the
ecember 31
Fair
value
2016
year ended
Balance, beginning
of the period 813,140 0.09
$
47,936
$
947,660 0.07
$
22,767
$
Granted - - - 591,080 0.10 42,829
Exercised (10,753) 0.10 (779) (725,600) 0.07 (17,660)
Expired - - - - - -
Balance, end of the
period
802,387 0.09
$
47,157
$
813,140 0.09
$
47,936
$

(d) Shareholder’s Rights Plan

The shareholder’s rights plan is intended to ensure, to the extent possible, that all shareholders of the Company are treated equally and fairly in connection with any take-over bid for the Company, and was designed to discourage discriminatory or unfair bids and to provide management, if appropriate, with sufficient time to pursue alternatives to maximize shareholder value.

16

Purepoint Uranium Group Inc.

Notes to Condensed Consolidated Interim Financial Statements

For the Nine Months Ended September 30, 2017 and 2016 (Expressed in Canadian Dollars) (Unaudited)

10. Share-based Payments – Employee Share Option Plan

The Company has a stock option plan (the "Plan"). Under the Plan, the Company can grant options to directors, officers, employees and consultants for up to 10% of the total number of issued and outstanding shares. The exercise price of the options cannot be less than the closing price of the Company's shares on the trading day preceding the date of grant and the maximum term of any option cannot exceed five years. No option shall be exercisable for a period exceeding ten years from the date the option is granted and vesting limitations shall be determined by the Board at the time that such option is granted.

On July 13, 2017 the Company granted 3,250,000 stock options at an exercise price of $0.065 per option, vesting immediately. These options expire in 5 years. On September 27, 2016 the Company granted 6,230,000 stock options at an exercise price of $0.10 per option, vesting immediately. These options expire in 5 years.

Using the Black-Scholes pricing model, the weighted average fair value of options granted during the nine-month period ended September 30, 2017,was estimated at $185,446 (2016 - $550,893). This amount, net of estimated forfeitures, has been recognized as an expense in 2017, as the options vested immediately. The unvested, unamortized fair value balance of stock options granted amounted to $Nil at September 30, 2017. The following principal assumptions were used in applying the Black-Scholes option-pricing model for options granted in the nine-month periods ended September 30, 2017 and 2016:

2017 2016
Risk-free interest rate 1.15% 0.61%
Dividend rate 0% 0%
Expected volatility 137% 140%
Expected life 5 years 5 years

A summary of the status of the Plan as at September 30, 2017 and December 31, 2016, and changes during periods ending on these dates is presented below:

For the nine mont September 30
hs period ended
Fo December 31
r the year ended
2017 2016
Number of
options
Weighted
average
exercise
price
Number of
options
Weighted
average
exercise
price
Balance, beginning of the period 18,130,000 0.08
$
11,960,000 0.07
$
Granted 3,250,000 0.065 6,230,000 0.10
Exercised (540,000) 0.07 (60,000) 0.07
Expired and cancelled (2,660,000) 0.11 - -
Balance, end of the period 18,180,000 0.08
$
18,130,000 0.08
$

17

Purepoint Uranium Group Inc.

Notes to Condensed Consolidated Interim Financial Statements

For the Nine Months Ended September 30, 2017 and 2016

(Expressed in Canadian Dollars) (Unaudited)

10. Share-based Payments – Employee Share Option Plan - continued

As at September 30, 2017, the Company had stock options issued to directors, officers, employees and contractors of the Company outstanding and exercisable as follows:

Date of
grant
Number of
options
Number
exercisable
Exercise
price
Expiry
date
April 24, 2013 1,250,000 1,250,000 0.07
$
April 24, 2018
January 30, 2014 1,780,000 1,780,000 0.075
$
January 30, 2019
April 27, 2015 5,730,000 5,730,000 0.06
$
April 27, 2020
September 27, 2016 6,170,000 6,170,000 0.10
$
September 27, 2021
July 13, 2017 3,250,000 3,250,000 0.065
$
July 13, 2022
18,180,000 18,180,000

On July 13, 2017 the Company granted 3,250,000 stock options at an exercise price of $0.065 per option, vesting immediately.

11. Income Taxes

The Company has non-capital losses of approximately $7.1 million that will expire between 2027 and 2036 and exploration expenditures of approximately $6.6 million that may be carried forward indefinitely.

18

Purepoint Uranium Group Inc.

Notes to Condensed Consolidated Interim Financial Statements

For the Nine Months Ended September 30, 2017 and 2016

(Expressed in Canadian Dollars) (Unaudited)

12. Loss per Share

(a) Basic

Basic loss per share is calculated by dividing the net loss by the weighted average number of common shares issued during the period.

For the three mon ths period ended
September 30,
For the nine mon ths period ended
September 30,
2017 2016 2017 2016
Loss attributable to common
shareholders (416,114)
$
(653,910)
$
(1,453,111)
$
(1,329,025)
$
Weighted average common
shares outstanding 189,180,013 184,200,725 189,158,784 168,754,900
Basic loss per common share (0.00)
$
(0.00)
$
(0.01)
$
(0.01)
$

(b) Diluted

Diluted loss per common share has not been presented as this is anti-dilutive.

13. Commitments

  • (a) Minimum payments due under operating leases in respect of exploration office space are set out below:
2017 $ 46,803
2018 46,803
2019 46,803
Thereafter -
$ 140,409

(b) Pursuant to the issuance of flow-through shares described in note 7(a), the Company was required to spend approximately $411,450 on Canadian Exploration Expenditures before the end of 2017; it achieved this expenditure commitment before December 31, 2016.

19

Purepoint Uranium Group Inc.

Notes to Condensed Consolidated Interim Financial Statements

For the Nine Months Ended September 30, 2017 and 2016

(Expressed in Canadian Dollars) (Unaudited)

14. Financial Instruments

The Company's financial instruments include cash, short-term investments, accounts receivable, receivable from project and accounts payable and accrued liabilities and advances on project. The fair value of these financial instruments approximates their carrying value.

Fair Value Hierarchy

The fair value hierarchy establishes three levels to classify inputs to the valuation techniques used to measure fair value. Level 1 inputs are quoted market prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are inputs other than quoted market prices included in Level 1 that are observable for the asset or liability, either directly, such as prices, or indirectly (derived from prices). Level 3 inputs are unobservable (supported by little or no market activity), such as non-corroborative indicative prices for a particular instrument provided by a third party.

15. Financial Risk Management

(a) Credit risk management

The Company's credit risk is primarily attributable to short-term investments, accounts receivable (excluding HST), and receivable from projects. The Company has no significant concentration of credit risk arising from operations. Short-term investments consist of GIC’s, which have been invested with reputable Canadian financial institution, from which management believes the risk of loss to be remote. Management believes that the credit risk concentration with respect to financial instruments included in accounts receivable and receivable from projects is remote.

(b) Liquidity risk

The Company has in place a planning and budgeting process to help determine the funds required to support the Company’s normal operating requirements on an ongoing basis and its capital, development and exploration expenditures. The Company ensures that there are sufficient funds to meet its short-term requirements, taking into account its anticipated cash flows from operations and its holdings of cash.

As of September 30, 2017, the Company had a cash and short-term investments balance totaling $1,193,471, (December 31, 2016 - $1,874,514), accounts receivable and receivable from government of $16,995. All these funds are sufficient to settle current accounts payable and accrued liabilities and advances from partners of $363,277 (December 31, 2016 - $177,751).

(c) Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company has no interest bearing debt.

20

Purepoint Uranium Group Inc.

Notes to Condensed Consolidated Interim Financial Statements

For the Nine Months Ended September 30, 2017 and 2016 (Expressed in Canadian Dollars) (Unaudited)

15. Financial Risk Management - continued

(d) Commodity price risk

The Company is exposed to price risk with respect to commodity and equity prices. Commodity price risk is defined as the potential adverse impact on earnings and economic value due to commodity price movements and volatilities. Equity price risk is defined as the potential adverse impact on the Company's earnings due to movements in individual equity prices or general movements in the level of the stock market. The ability of the Company to develop its mining properties and the future profitability of the Company is directly related to the market price of uranium. The Company closely monitors commodity prices, individual equity movements and the stock market to determine the appropriate course of action to be taken by the Company.

(e) Fair value of financial assets and liabilities

The carrying values of the advance on projects and receivable from projects approximate their respective fair values due to the short-term nature of these instruments.

For accounts receivable, excluding HST, and accounts payable and accrued liabilities with a remaining life of less than one year, the carrying value amounts are equivalent to their fair values.

16. Capital Risk Management

The Company considers its capital structure to consist of capital stock and contributed surplus. The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to support its exploration, development and operations activities.

The Company’s objective when managing capital is to safeguard the Company’s ability to continue as a going concern in order to pursue the exploration of its mineral properties and maximize shareholder returns. The Company satisfies its capital requirements through careful management of its cash resources and by utilizing bank indebtedness or equity issues, as necessary, based on the prevalent economic conditions of both the industry and the capital markets and the underlying risk characteristics of the related assets. As at September 30, 2017, the Company had no bank debt.

Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. There were no changes in the Company’s approach to capital management during the period. The Company is not subject to externally imposed capital requirements.

21

Purepoint Uranium Group Inc.

Notes to Condensed Consolidated Interim Financial Statements

For the Nine Months Ended September 30, 2017 and 2016

(Expressed in Canadian Dollars) (Unaudited)

17. Related Party Transactions and Balances

Related parties include the Board of Directors, officers, close family members and enterprises which are controlled by these individuals as well as certain persons performing similar functions.

The remuneration of key management of the Company for the nine-month periods ended September 30, 2017 and 2016 was as follows:

2017 2016
Aggregate compensation $ 430,770 $ 729,928
Share-based payments $ 168,328 $ 512,870

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