UNITED STATES




SECURITIES AND EXCHANGE COMMISSION




WASHINGTON, D.C.  20549




FORM 20-F


(Mark One)




 ̈
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE S     ECURITIES EXCHANGE ACT OF 1934




OR




þ
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the fiscal year ended April 30, 2015




OR




 ̈
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from ____________ to __________




OR




 ̈
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


Date of event requiring this shell company report ____________




Commission file number 001-33439


JET METAL CORP.


(Exact name of Registrant as specified in its charter)




British Columbia, Canada


(Jurisdiction of incorporation or organization)




Suite 1240, 1140 West Pender Street, Vancouver, B.C. Canada V6E 4G1


(Address of principal executive offices)




Jim Crawford, Phone:  (604) 681-8030, jcrawford@kingandbay.com
 Suite 1240, 1140 West Pender Street, Vancouver, B.C. Canada V6E 4G1
 (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
 
  Securities registered pursuant to Section 12(b) of the Act:




Title of each class
Name of Exchange on which registeredCommon Shares, without par value
OTCQB





Securities registered pursuant to Section 12(g) of the Act:


None


(Title of Class)
















Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:




None (Title of Class)
  Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report:28,218,451




Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.




 ̈ Yes                 þ No




If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.


 ̈ Yes                 þ No




Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.


þ Yes                  ̈ No




Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).


 ̈ Yes                  ̈ No




Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.  (Check one):




Large accelerated filer  ̈                                                           Accelerated filer   ̈                                                      Non-accelerated filer þ




Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:


U.S. GAAP  ̈
International Financial Reporting Standards as issued

by the International Accounting Standards Board  þ
Other  ̈


If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.


 ̈ Item 17                       ̈ Item 18




If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).


 ̈ Yes                 þ No







Index to Exhibits on Page 90














JET METAL CORP.


(the “Company” or “Jet Metal”)





FORM 20-F ANNUAL REPORT


TABLE OF CONTENTS


Part I

PageItem 1.
Identity of Directors, Senior Management and Advisers
4Item 2.
Offer Statistics and Expected Timetable
4Item 3.
Key Information
4Item 4.
Information on the Company
14Item 4A.
Unresolved Staff Comments
27Item 5.
Operating and Financial Review and Prospects
27Item 6.
Directors, Senior Management and Employees
36Item 7.
Major Shareholders and Related Party Transactions
49Item 8.
Financial Information
51Item 9.
The Offer and Listing
51Item 10.
Additional Information
54Item 11.
Quantitative and Qualitative Disclosures About Market Risk
60Item 12.
Description of Securities Other Than Equity Securities
60Part IIItem 13.
Defaults, Dividend Arrearages and Delinquencies
61Item 14.
Material Modifications to the Rights of Security Holders and Use of Proceeds
61Item 15.
Controls and Procedures
612Item 16A.
Audit Committee Financial Expert
62Item 16B.
Code of Ethics
62Item 16C.
Principal Accountant Fees and Services
62Item 16D.
Exemptions from the Listing Standards for Audit Committees
63Item 16E.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
63Item 16F.
Changes in Registrant’s Certifying Accountant
63Item 16G
Corporate Governance
63Item 16H
Mine Safety Disclosure
63Part IIIItem 17.
Financial Statements
64Item 18.
Financial Statements
64Item 19.
Exhibits
90Glossary of Geological Terms
93














RESOURCE AND RESERVE ESTIMATES




The terms “mineral reserve,” “proven mineral reserve” and “probable mineral reserve” used in our disclosure are Canadian mining terms that are defined in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) under the guidelines set out in the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) Best Practice Guidelines for the Estimation of Mineral Resource and Mineral Reserves (the “CIM Standards”), adopted by the CIM Council on December 11, 2005. These definitions differ from the definitions in the United States Securities and Exchange Commission (the “SEC” or the “Commission”) Industry Guide 7 under the U.S. Securities Act of 1933, as amended (the “Securities Act”). Under Industry Guide 7 standards, a “final” or “bankable” feasibility study is required to report reserves, the three-year historical average price is used in any reserve or cash flow analysis to designate reserves and the primary environmental analysis or report must be filed with the appropriate governmental authority.




Canadian standards, including NI 43-101, differ significantly from the requirements of the Commission, and reserve and resource information contained herein may not be comparable to similar information disclosed by U.S. companies. In particular, and without limiting the generality of the foregoing, the term “resource” does not equate to the term “reserves”. Under U.S. standards, mineralization may not be classified as a “reserve” unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. The Commission’s disclosure standards normally do not permit the inclusion of information concerning “measured mineral resources”, “indicated mineral resources” or “inferred mineral resources” or other descriptions of the amount of mineralization in mineral deposits that do not constitute “reserves” by U.S. standards in documents filed with the Commission. U.S. investors should also understand that “inferred mineral resources” have a great amount of uncertainty as to their existence and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an “inferred mineral resource” will ever be upgraded to a higher category. Under Canadian rules, estimated “inferred mineral resources” may not form the basis of feasibility or pre-feasibility studies. Investors are cautioned not to assume that all or any part of an “inferred mineral resource” exists or is economically or legally mineable. Disclosure of “contained ounces” in a resource is permitted disclosure under Canadian regulations; however, the Commission normally only permits issuers to report mineralization that does not constitute “reserves” by the Commission’s standards as in place tonnage and grade without reference to unit measures. The requirements of NI 43-101 for identification of “reserves” are also not the same as those of the Commission. Accordingly, information concerning descriptions of mineralization and resources contained in this Annual Report on Form 20-F or in the documents incorporated by reference may not be comparable to information made public by U.S. companies subject to the reporting and disclosure requirements of the Commission.




CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS




Certain statements in this document constitute “forward-looking statements” under applicable securities laws.  Forward-looking statements can be identified by the use of terminology such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” and “intend,” and statements that an action or event “may,” “might,” “could,” or “should,” be taken or occur, or other similar expressions. Forward looking statements contained in this document include, but are not limited to, statements with respect to: (i) the estimation of inferred and indicated mineral resources; (ii) details and goals of exploration activities; (iii) estimations of future costs and expenditures; (iv) currency fluctuations; (v) requirements for additional capital and the sufficiency of working capital; (vi) government regulation of mining operations; (vii) environmental risks; (viii) unanticipated reclamation expenses; and (ix) increases in mineral resource estimates. These forward-looking statements are not guarantees or predictions of future performance and involve known and unknown risks, uncertainties and other factors, many of which are beyond our control and which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.  Such factors include, among others, the following risks:




·
the risks associated with outstanding litigation, if any;




·
risks associated with project development;






1




·
the need for additional financing;




·
operational risks associated with mining and mineral processing, including risks related to accidents, equipment breakdowns, labor disputes or other unanticipated difficulties with or interruptions in operations which may or may not be insured;




·
fluctuations in metal prices;




·
title matters;




·
environmental liability claims and insurance;




·
reliance on key personnel;




·
the receipt of necessary regulatory approvals;




·
the potential for conflicts of interest among certain officers, directors or promoters with certain other projects;




·
the absence of dividends;




·
currency fluctuations;




·
competition;




·
dilution;




·
the volatility of our common share price and volume;




·
tax consequences to U.S. shareholders;




·
risks related to our being subject to the penny stock rules;




·
risks related to our being a foreign private issuer; and




·
risks related to our possibly being a passive foreign investment company.




Forward-looking information and forward-looking statements are in addition based on various assumptions including, without limitation, the expectations and beliefs of management, the assumed long term price of commodities; that the Company can access financing, appropriate equipment and sufficient labour availability and that the political environment will continue to support the development and operation of mining projects.  Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements.  Some of the important risks and uncertainties that could affect forward-looking statements are described further in “Item 3. Key Information—D. Risk Factors.”  Accordingly, readers are advised not to place undue reliance on forward-looking statements. The Company does not intend to update forward-looking statements or information, except as may be required by applicable law. Except as required by applicable regulations or by law, we do not undertake any obligation to publicly update or review any forward-looking statements whether as a result of new information, future events or otherwise.






2





FINANCIAL AND OTHER INFORMATION




In this Annual Report, unless otherwise specified, all dollar amounts are expressed in Canadian Dollars (“CDN$” or “$”).  The Government of Canada permits a floating exchange rate to determine the value of the Canadian Dollar against the U.S. Dollar (US$).










3








PART I





ITEM 1.  IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS




Not applicable




ITEM 2.  OFFER STATISTICS AND EXPECTED TIMETABLE




Not applicable




ITEM 3.  KEY INFORMATION




3.A.           Selected Financial Data




Our selected financial data for the fiscal years ended April 30, 2015, 2014, 2013, 2012 and 2011 was derived from our financial statements that have been audited by Davidson & Company LLP, independent Chartered Accountants, as indicated in their audit reports.  Davidson & Company LLP is a member of the Canadian Institute of Chartered Accountants.




The selected financial data should be read in conjunction with and is qualified in its entirety by reference to the financial statements and notes thereto included elsewhere in this Annual Report.




To date, we have not generated sufficient cash flow from operations to fund ongoing operational requirements and cash commitments.  We have financed our operations principally through the sale of our equity securities.  While we believe we have sufficient capital and liquidity to finance current operations, nevertheless, our ability to continue operations is dependent on our ability to obtain additional financing.  See “Item 3. Key Information—D. Risk Factors.”




The information for years ended April 30, 2015,  2014, 2013, 2012 and 2011 in the following table is derived from our financial statements, which have been prepared in accordance with the International Financial Reporting Standards (“IFRS”).




For the Year Ended April 30,2015


2014


2013


2012


2011IFRS 1


IFRS 1


IFRS 1


IFRS 1


IFRS 1Revenue


--



--



--



--



--Income (Loss) for the Period

$
(357,729
)

$
(3,967,283
)

$
(11,674,061
)

$
(11,977,829
)

$
(4,077,470
)Basic and Diluted Income (Loss)

Per Share2 3

$
(0.02
)

$
(0.60
)

$
(0.18
)

$
(0.24
)

$
(0.10
)Dividends Per Share


--



--



--



--



--Weighted Average Shares (#)2 3


19,659,075



6,578,035



65,782,178



50,377,698



41,193,459Period-end Shares (#)2 3


28,218,451



6,578,035



65,782,178



65,782,178



47,477,151Working Capital (Deficit)

$
2,099,399


$
(716,619
)

$
94,253


$
5,466,961


$
10,815,170Exploration and Evaluation Assets

$
2,509,791


$
2,509,791


$
5,670,409


$
11,592,105


$
10,180,650Long-Term Debt

$
227,617


$
19,267


$
37,161


$
558,742


$
1,146,879Capital Stock

$
90,663,999


$
87,411,032


$
87,411,032


$
87,457,513


$
81,021,668Shareholders’ Equity

$
4,788,428


$
1,893,190


$
5,905,723


$
16,999,901


$
20,048,338Total Assets

$
5,325,176


$
2,801,407


$
6,635,616


$
17,997,243


$
21,545,974
  4






1
The financial information for years ended April 30, 2015, 2014, 2013, 2012 and 2011 are prepared using the International Financial Reporting Standards (“IFRS”). The Company’s transition date was May 1, 2010.  The cumulative net loss under IFRS at April 30, 2015 is approximately $107 million.


2
Under IFRS, basic loss per share is calculated using the weighted average number of common shares outstanding during the year.


3
On October 28, 2010, the common shares of the Company were consolidated on the basis of four pre-consolidation shares for one post-consolidation share.  The numbers presented for fiscal 2013, 2012 and 2011 are presented on the four to one post-consolidated basis.  On September 17, 2013, the common shares of the Company were further consolidated on a ten pre-consolidation shares for one post-consolidation share.  The numbers presented for fiscal 2015 and 2014 are presented on the ten to one post-consolidation basis.





Exchange Rates




The following table sets forth the high and low rates of exchange for the Canadian Dollar for each month during the previous six months. The table also sets forth the average exchange rates for the Canadian Dollar for the five most recent fiscal years ended April 30th.  The yearly average rate means the average of the exchange rates based on the daily rates during each fiscal period.




For purposes of this table, the rates of exchange are those quoted by the Bank of Canada.  The table sets forth the number of Canadian Dollars required under that formula to buy one U.S. Dollar.




Period

High(1)
Low(1)July 2015

1.3060
1.2566June 2015

1.2550
1.2209May 2015

1.2485
1.1951April 2015

1.2612
1.1954March 2015

1.2803
1.2400February 2015

1.2635
1.2403Average(2)Fiscal year ended April 30, 2015
1.1570Fiscal year ended April 30, 2014
1.0602Fiscal year ended April 30, 2013
1.0054Fiscal year ended April 30, 2012
0.9928Fiscal year ended April 30, 2011
1.0138





The exchange rate was $1.3110 on August 19, 2015.





(1) Means the intra-day high/low rate during the period.


(2)           Means the average of the noon day rates on the last day of each month during the period.




3.B.
Capitalization and Indebtedness




Not applicable




3.C.
Reasons for the Offer and Use of Proceeds




Not applicable








5








3.D.
Risk Factors




We are subject to a number of risks due to the nature of our business, including our present exploration state.  The following describes the material risks that could affect us.




There has been significant economic uncertainty since the second half of 2008 and it has affected the Company’s operations.




The unprecedented events in global financial markets that have occurred since mid-2008 have had a profound impact on the global economy. Many industries, including the mining industry, are impacted by these market conditions.  Some of the key impacts of the current financial market turmoil include contraction in credit markets resulting in a widening of credit risk, devaluations and high volatility in global equity, commodity, foreign exchange and precious metal markets, and a lack of market liquidity. A continued or worsened slowdown in the financial markets or other economic conditions, including but not limited to, consumer spending, employment rates, business conditions, inflation, fuel and energy costs, consumer debt levels, lack of available credit, the state of the financial markets, interest rates, and tax rates may adversely affect the Company’s growth and profitability.  Specifically:




•the global credit/liquidity crisis could impact the cost and availability of financing and the Company’s overall liquidity;




•the volatility of mineral prices would impact the Company’s revenues, profits, losses and cash flow potential;




•volatile energy prices, commodity and consumables prices and currency exchange rates would impact the Company’s production costs; and




•the devaluation and volatility of global stock markets would impact the valuation of the Company’s equity and other securities.




These factors could have a material adverse effect on the Company’s financial condition and results of operations. As a result, the Company will consider its plans and options carefully in fiscal 2016.




No known reserves




Our properties are in the exploration stage and are without a known body of mineral reserves.




We have no mineral producing properties at this time. Only those mineral deposits that we can economically and legally extract or produce, based on a comprehensive evaluation of cost, grade, recovery and other factors, are considered “reserves”. We have not defined or delineated any proven or probable reserves on any of our properties. Although the mineralized material and mineralized deposit estimates included herein have been carefully prepared by us, or, in some instances have been prepared, reviewed or verified by independent mining experts, these amounts are estimates only and no assurance can be given that any particular level of recovery of uranium, and other minerals from mineralized material will in fact be realized or that an identified mineralized deposit will ever qualify as a commercially mineable (or viable) reserve.




Our planned exploration programs may not result in profitable commercial mining operations




Our operations involve exploration, and there is no guarantee that any of our activities will result in commercial production of any mineral deposits.  The exploration for and development of mineral deposits involves significant financial and other risks which even a combination of careful evaluation, experience and knowledge may not








6








eliminate. Most exploration projects do not result in the discovery of commercially mineable deposits.  Major expenses are required to locate and establish mineral reserves, to develop metallurgical processes, and to construct mining and processing facilities at a particular site. Our planned exploration programs may not result in a profitable commercial mining operation.  Whether a mineral deposit will be commercially viable depends on a number of factors, some of which are: the particular attributes of the deposit, such as quantity and quality of the minerals, costs and efficiency of the recovery methods that can be employed; proximity to infrastructure; financing costs; mineral prices, which are highly cyclical; and government regulations, including regulations relating to prices, taxes, royalties, land  tenure, land use, importing and exporting of minerals, and environmental protection.  The exact effect of these factors cannot be accurately predicted but could have a material adverse effect upon our operations and/or our ability to receive an adequate return on our invested capital.  There is no certainty that our expenditures made towards the search and evaluation of uranium, and other minerals result in discoveries of mineral resources, mineral reserves or any other mineral occurrences, or in profitable commercial mining operations.




Mining operations generally involve a high degree of risk




Our operations are subject to all the hazards and risks normally encountered in the exploration, development and production of uranium and other minerals, including environmental pollution, accidents or spills, industrial accidents, labor disputes, changes in the regulatory environment, natural phenomena, unusual and unexpected geologic formations, seismic activity, rock bursts, cave-ins, flooding and other conditions involved in the drilling and removal of material, any of which could result in damage to, or destruction of, mines and other producing facilities, damage to life or property, environmental damage, delays in or cessation of production, exploration or development, monetary losses and cost increases which could make us uncompetitive, and could lead to possible legal liability. Although adequate precautions to minimize risk will be taken, mining operations are subject to hazards such as equipment failure or failure of retaining dams around tailings disposal areas which may result in environmental pollution and consequent liability.  In addition, due to the radioactive nature of the materials handled in uranium mining, applicable regulatory requirements result in additional costs that must be incurred.




Our resource estimates may not be reliable




There is no certainty that any of our mineral resources will be economically mineable. Until a deposit is actually mined and processed the quantity of mineral resources and grades must be considered as estimates only.  Valid estimates made at a given time may significantly change when new information becomes available. In addition, the quantity of mineral resources may vary depending on, among other things, metal prices.  Any material change in quantity of mineral resources, grade or stripping ratio may affect the economic viability of our properties or any project we undertake. In addition, there can be no assurance that mineral or other metal recoveries in small scale laboratory tests will be duplicated in a larger scale test under on-site conditions or during production.




Fluctuations in prices of uranium, and other minerals, results of drilling, metallurgical testing and production and the evaluation of studies, reports and plans subsequent to the date of any estimate may require revision of such estimate. Any material reductions in estimates of mineral resources could have a material adverse effect on our results of operations and financial condition.




We rely on a limited number of properties




Our only properties of interest are currently the Central Mineral Belt property in Labrador, and the Bootheel property in Wyoming, USA. As a result, unless we acquire additional property interests, any adverse developments affecting these properties could have a material adverse effect upon our business and would materially and adversely affect our potential mineral resource production, profitability, financial performance and results of operations.







7





Competition from other energy sources and public acceptance of nuclear energy may affect the demand for uranium




Nuclear energy competes with other sources of energy, including oil, natural gas, coal and hydro-electricity.  These other energy sources are to some extent interchangeable with nuclear energy, particularly over the longer term.  Lower prices of oil, natural gas, coal and hydro-electricity may result in lower demand for uranium concentrate and uranium conversion services.  Furthermore, the growth of the uranium and nuclear power industry beyond its current level will depend upon continued and increased acceptance of nuclear technology as a means of generating electricity.  Because of unique political, technological and environmental factors that affect the nuclear industry, the industry is subject to public opinion risks which could have an adverse impact on the demand for nuclear power and increase the regulation of the nuclear power industry.




We face strong competition for the acquisition of mining properties




The mining industry is competitive in all of its phases. We face strong competition from other mining companies in connection with the acquisition of properties producing, or capable of producing, uranium and other minerals.  Many of these companies have greater financial resources, operational experience and technical capabilities than we do.  As a result of this competition, we may be unable to maintain or acquire attractive mining properties on terms we consider acceptable, if at all. Consequently, our revenues, operations and financial condition could be materially adversely affected.




We do not have a history of mineral production or operations




There is no assurance that commercial quantities of minerals will be discovered at our current properties or any future properties, nor is there any assurance that our exploration programs thereon will yield any positive results.  Even if commercial quantities of minerals are discovered, there can be no assurance that any of our properties will ever be brought to a stage where mineral resources can profitably be produced thereon.  Factors which may limit our ability to produce mineral resources from our properties include, but are not limited to, the price of the mineral resources which are being explored for, availability of additional capital and financing and the nature of any mineral deposits.




We do not have an extensive operating history and there can be no assurance of our ability to operate our projects profitably in the future.




Our insurance will not cover all the potential risks associated with our operations




Our business is subject to a number of risks and hazards generally, including adverse environmental conditions, industrial accidents, labor disputes, unusual or unexpected geological conditions, ground or slope failures, cave-ins, changes in the regulatory environment and natural phenomena such as inclement weather conditions, floods and earthquakes.  Such occurrences could result in damage to mineral properties or production facilities, personal injury or death, environmental damage to our properties or other properties, delays in mining, monetary losses and possible legal liability.




Our insurance will not cover all the potential risks associated with a mining company’s operations.  We may also be unable to maintain insurance to cover these risks at economically feasible premiums.  Insurance coverage may not be available or may not be adequate to cover any resulting liability. Moreover, there are risks against which we cannot insure or against which we may elect not to insure.  Insurance against risks such as environmental pollution or other hazards as a result of exploration and production is not generally available to us or to other companies in the uranium mining industry. We might also become subject to liability for pollution or other hazards which we may not be insured against or which we may elect not to insure against because of premium costs or other reasons. Losses from these events may cause substantial delays and require us to incur significant costs that could have a material adverse effect upon our financial condition, results of operations, competitive position and potentially our financial viability.








8





Our operations are subject to environmental regulation




All phases of our operations are subject to environmental regulation in the various jurisdictions in which we operate or may operate in the future. These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also set forth limitations on the generation, transportation, storage and disposal of solid and hazardous waste.  Environmental legislation is evolving in a manner that will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects, and a heightened degree of responsibility for companies and their officers, directors and employees.  There is no assurance that future changes in environmental regulation, if any, will not adversely affect our operations. Environmental hazards may exist on the properties on which we hold interests which are unknown to us at present and which have been caused by previous or existing owners or operators of the properties.




Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions.  Parties engaged in mining operations or in the exploration or development of mineral properties may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations.




Our operations are dependent on adequate infrastructure




Mining, processing, development and exploration activities depend, to one degree or another, on adequate infrastructure.  Reliable roads, bridges, power sources and water supply are important determinants, which affect capital and operating costs.  Unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of such infrastructure could adversely affect our operations, financial condition and results of operations.




Our properties may be subject to undetected title defects




It is possible there may still be undetected title defects affecting our properties. Title insurance generally is not available, and our ability to ensure that we have obtained secure claim to individual mineral properties or mining concessions may be severely constrained. Furthermore, we have not conducted surveys of the claims in which we hold interests and, therefore, the precise area and location of such claims may be in doubt. Accordingly, our properties may be subject to prior unregistered liens, agreements, transfers or claims, and title may be affected by, among other things, undetected defects which could have a material adverse impact on our operations.  In addition, we may be unable to operate our properties as permitted or to enforce our rights with respect to our properties.




We may be subject to additional costs for land reclamation




It is difficult to determine the exact amounts which will be required to complete all land reclamation activities in connection with our properties.  Reclamation bonds and other forms of financial assurance represent only a portion of the total amount of money that will be spent on reclamation activities over the life of a mine.  Accordingly, it may be necessary to revise planned expenditures and operating plans in order to fund reclamation activities.  Such costs may have a material adverse impact upon our financial condition and results of operations.




The inability to obtain necessary permits would adversely affect our ability to operate our business




We may not receive the necessary permits or receive them on acceptable terms, if at all, in order to conduct further exploration and to develop our properties.  The failure to obtain such permits, or delays in obtaining such permits, could adversely affect our operations.




Government approvals, approval of aboriginal people and permits are currently and may in the future be required in connection with our operations. To the extent such approvals are required and not obtained; we may be curtailed or











9





prohibited from continuing our mining operations or from proceeding with planned exploration or development of mineral properties.




We will require additional capital for our operations




The development and exploration of our properties will require substantial additional financing.  Failure to obtain sufficient financing may result in the delay or indefinite postponement of exploration, development or production on our properties or even a loss of property interest. There can be no assurance that additional capital will be available when needed or that, if available, the terms of financing such capital will be acceptable to us.  In addition, any future financing may be dilutive to our existing shareholders.




Future production from our mining properties, if any, is dependent upon the prices of uranium and other minerals being adequate to make these properties economically viable




Mineral and base metals prices received, if any, could be such that our properties cannot be mined at a profit.  The price of our common shares, and our financial results and exploration, development and mining activities may in the future be significantly and adversely affected by declines in the price of uranium, and other minerals. The price of uranium, and other minerals fluctuates widely and is affected by numerous factors beyond our control such as the sale or purchase of commodities by various central banks and financial institutions, interest rates, exchange rates, inflation or deflation, fluctuation in the value of the United States dollar and foreign currencies, global and regional supply and demand, the political and economic conditions and production costs of major mineral-producing countries throughout the world, and the cost of  substitutes, inventory levels and carrying charges.  With respect to uranium, such factors include the demand for nuclear power, political and economic conditions in uranium producing and consuming countries, uranium supply from secondary sources, uranium production levels and costs of production.  Future serious price declines in the market value of uranium, and other minerals could cause development of and commercial production from our properties to be impracticable.  Depending on the price of uranium, and other minerals, cash flow from mining operations may not be sufficient and we could be forced to discontinue production and may lose our interest in, or may be forced to sell, some of our properties.  Future production from our mining properties, if any, is dependent upon the prices of uranium, and other minerals being adequate to make these properties economically viable.




In addition to adversely affecting our reserve estimates, if any, and our financial condition, declining commodity prices can impact operations by requiring a reassessment of the feasibility of a particular project. Such a reassessment may be the result of a management decision or may be required under financing arrangements related to a particular project. Even if a project is ultimately determined to be economically viable, the need to conduct such a reassessment may cause substantial delays or may interrupt operations until the reassessment can be completed.




Exchange rate fluctuations may effectively increase our costs of exploration and production




Exchange rate fluctuations may affect the costs that we incur in our operations.  Uranium, and other minerals are generally sold in U.S. dollars and our costs are incurred principally in Canadian dollars.  We also maintain a mineral exploration project in the United States that require payments to be made in U.S. dollars. The appreciation of non-U.S. dollar currencies against the U.S. dollar can increase the cost of exploration and production in U.S. dollar terms, which could materially and adversely affect our profitability, results of operations and financial condition.




Our operations are subject to extensive governmental regulation that may adversely affect our operating costs




Our mining, processing, development and mineral exploration activities are subject to various laws governing prospecting, development, production, taxes, labor standards and occupational health, mine safety, toxic substances, land use, water use, land claims of local people, and other matters.  Although our exploration and development activities are currently carried out in accordance with all applicable rules and regulations, new rules and regulations may be enacted or existing rules and regulations may be applied in a manner which could limit or curtail production or development.  Amendments to current laws and regulations governing operations and activities of mining and








10








milling or more stringent implementation thereof could have a substantial adverse impact on our operations. Worldwide demand for uranium is directly tied to the demand for energy produced by the nuclear electric industry, which is also subject to extensive government regulations and policies.




Amendments to current laws, regulations and permits governing operations and activities of mining and exploration companies, or more stringent implementation thereof, could have a material adverse impact on our operations and cause increases in exploration expenses, capital expenditures or production costs, or reduction in levels of production at producing properties, or require abandonment or delays in development of new mining properties.




The market price of our common shares may experience substantial volatility




In recent years, the securities markets in the United States and Canada have experienced a high level of price and volume volatility, and the market price of securities of many mineral exploration companies have experienced wide fluctuations in price which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies.  The price of our common shares is also likely to be significantly affected by short-term changes in prices of uranium, and other minerals, or in our financial condition or results of operations as reflected in our quarterly earnings reports.  Other factors unrelated to our performance that may have an effect on the price of our common shares include the following: the extent of analytical coverage available to investors concerning our business may be limited if investment banks with research capabilities do not follow our securities; lessening in trading volume and general market interest in our securities may affect an investor’s ability to trade significant numbers of our common shares; the size of our public float may limit the ability of some institutions to invest in our securities; and a substantial decline in the price of our common shares that persists for a significant period of time could cause our securities to be delisted from such exchange, further reducing market liquidity.




We have not paid dividends in the past and do not expect to pay dividends in the foreseeable future




No dividends on our common shares have been paid to date as we have no earnings. We currently plan to retain all future earnings and other cash resources, if any, for the future operation and development of our business.  Payment of future dividends, if any, will be at the discretion of our Board of Directors after taking into account many factors, including our operating results, financial condition, and current and anticipated cash needs.




Future sales of common shares by existing shareholders could adversely affect the trading price of our common shares




Sales of a large number of our common shares in the public markets, or the potential for such sales, could decrease the trading price of the common shares and could impair our ability to raise capital through future sales of common shares.




We are dependent upon the services of our key executives




We are dependent upon the services of key executives, including our directors and a small number of highly skilled and experienced executives and personnel. Due to our relatively small size, the unanticipated and/or unplanned loss of our Chief Executive Officer or our Chairman or our inability to attract and retain additional highly-skilled employees may adversely affect our future operations.




Our directors and officers have certain conflicts of interest




Certain of our directors and officers also serve as directors and/or officers of other companies involved in natural resource exploration and development and, consequently, there exists the possibility for such directors and officers to be in a position of conflict.







11





We have no positive cash flow and no recent history of earnings and we are dependent upon public and private contributions of equity to obtain capital in order to sustain our operations




None of our properties have advanced to the commercial production stage and we have no history of earnings or positive cash flow from operations.  Our cumulative loss, as of the year ended April 30, 2015 determined in accordance with IFRS is approximately $107 million.  We do not know if we will ever generate material revenue from mining operations or if we will ever achieve self-sustaining commercial mining operations.  Historically, the only source of funds available to us has been through the sale of our equity securities. Any future additional equity financing would cause dilution to current shareholders.




Dilution through employee, director and consultant stock options and warrants could adversely affect our shareholders by decreasing shareholder value




Because our success is highly dependent upon our employees, we have granted to some or all of our key employees, directors and consultants options to purchase common shares as non-cash incentives. In addition we have also issued share purchase units and warrants to investors and brokers in connection with equity financings. To the extent that significant numbers of such options, warrants and share purchase units may be granted and exercised, the interests of our other shareholders may be diluted.




As of August 19, 2015 we had 21,000 share purchase options, and 20,000,000 share purchase warrants outstanding.  If all of these securities were exercised, the number of common shares issued and outstanding would increase from 28,218,451 to 48,239,451.  This represents an increase of 70.10% in the number of shares issued and outstanding and would result in some dilution to current shareholders.




The Company is subject to the SEC’s penny stock rules, and the risks associated with penny stock classification could affect the marketability of our equity securities and shareholders could find it difficult to sell their common shares




Given that the trading price of our common shares on OTC Market Group’s OTCQB Marketplace is less than US $5.00 per share, our common stock is subject to the SEC’s “penny stock” rules as defined in Rule 3a51-1 under the Securities Exchange Act of 1934 (“Exchange Act”).  The SEC has adopted the penny stock rules to regulate broker-dealer practices in connection with transactions in penny stocks.  Penny stocks generally are equity securities with a price of less than US $5.00, other than securities registered on certain national securities exchanges, provided that current price and volume information with respect to transactions in such securities is provided by the exchange.




Transaction costs associated with purchases and sales of penny stocks are likely to be higher than those for other securities.  The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market.  The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account.  The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation.




In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from such rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction.  These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for our equity securities in the United States and shareholders may find it more difficult to sell their shares.







12





U.S. investors may not be able to enforce their civil liabilities against us or our directors, controlling persons and officers




It may be difficult to bring and enforce suits against us.  We are incorporated in the province of British Columbia under the Business Corporations Act (British Columbia).  The majority of our directors and officers are residents of Canada, and all or substantial portions of their assets are located outside of the United States, predominately in Canada.  As a result, it may be difficult for U.S. holders of our common shares to effect service of process on these persons within the United States or to realize in the United States upon judgments rendered against them.  In addition, a shareholder should not assume that the courts of Canada (i) would enforce judgments of U.S. courts obtained in actions against us or such persons predicated upon the civil liability provisions of the U.S. federal securities laws or other laws of the United States, or (ii) would enforce, in original actions, liabilities against us or such persons predicated upon the U.S. federal securities laws or other laws of the United States.




However, U.S. laws would generally be enforced by a Canadian court provided that those laws are not contrary to Canadian public policy, are not foreign penal laws or laws that deal with taxation or the taking of property by a foreign government and provided that they are in compliance with applicable Canadian legislation regarding the limitation of actions.  Also, a Canadian court would generally recognize a judgment obtained in a U.S. Court except, for example, where:




a)
the U.S. court that rendered the judgment had no jurisdiction according to applicable Canadian law;




b)
the judgment was subject to ordinary remedy (appeal, judicial review and any other judicial proceeding which renders the judgment not final, conclusive or enforceable under the laws of the applicable state) or not final, conclusive or enforceable under the laws of the applicable state;




c)
the judgment was obtained by fraud or in any manner contrary to natural justice or rendered in contravention of fundamental principles of procedure; or




d)
a dispute between the same parties, based on the same subject matter has given rise to a judgment rendered in a Canadian court or has been decided in a third country and the judgment meets the necessary conditions for recognition in a Canadian court.




As a "foreign private issuer”, we are exempt from the Section 14 proxy rules and Section 16 reporting rules under the Exchange Act which may result in shareholders having less complete and timely data




The submission of proxy and annual shareholder meeting information (prepared to Canadian standards) on Form 6-K may result in shareholders having less complete and timely data than if we were subject to the SEC’s domestic issuer proxy rules under Section 14 of the Exchange Act.  The exemption from Section 16 rules under the Exchange Act that require the reporting of acquisitions and disposition of our equity securities by our officers, directors and greater than 10% shareholders also may result in shareholders having less data.




The Company believes that it may be a “passive foreign investment company” for the current taxable year which would likely result in materially adverse U.S. federal income tax consequences for U.S. investors




The Company believes that it may have been classified as a passive foreign investment company (“PFIC”) for the taxable year ending April 30, 2015, and, based on current business plans and financial expectations, the Company expects that it may be classified as a PFIC for the current taxable year and in future taxable years. If the Company is a PFIC for any taxable year during which a U.S. Holder (as defined under “Item 10.E. Taxation—U.S. Federal Income Tax Considerations”) holds the Common Shares, it would likely result in adverse U.S. federal income tax consequences for such U.S. Holder. U.S. holders should carefully read “Item 10.E. Taxation – U.S. Federal Income Tax Considerations—Passive Foreign Investment Company Rules” for more information and consult their own tax advisors regarding the likelihood and consequences of the Company being treated as a PFIC for U.S. federal income tax purposes, including the advisability of making a “qualified electing fund” election, which may mitigate certain possible adverse U.S. federal income tax consequences but may result in an inclusion in gross income








13





without receipt of such income. U.S. Holders are urged to consult their own tax advisers as to whether the Company may be treated as a PFIC and the tax consequences thereof.




Litigation





Due to the nature of our business, we may become subject to regulatory investigations, claims, lawsuits and other proceedings in the ordinary course of its business. The results of these legal proceedings cannot be predicted with certainty due to the uncertainty inherent in litigation, including the effects of discovery of new evidence or advancement of new legal theories, the difficulty of predicting decisions of judges and juries and the possibility that decisions may be reversed on appeal. There can be no assurances that these matters will not have a material adverse effect on our business.




ITEM 4.
INFORMATION ON THE COMPANY




4.A.           History and Development of the Company




Introduction




Jet Metal Corp. (formerly Crosshair Energy Corporation) (the “Company” or “Jet Metal”) was incorporated as a specially limited company pursuant to the Company Act (British Columbia) (replaced by the Business Corporations Act (British Columbia) effective March 29, 2004) on September 2, 1966 under the name Shasta Mines & Oil Ltd. (Non-Personal Liability).  We converted from a Private Company to a Public Company on February 20, 1967.  On February 4, 1975 we changed our name to International Shasta Resources Ltd. (Non-Personal Liability) and consolidated our share capital on the basis of one new share for five old shares and increased our share capital from 600,000 common shares to 3,000,000 common shares.  On September 14, 1977 we increased our authorized share capital from 3,000,000 common shares to 5,000,000 common shares.  On April 5, 1982, we increased our authorized share capital from 5,000,000 common shares to 10,000,000 common shares by Special Resolution.  On March 5, 1986 we converted from a Specially Limited Company into a Limited Company under the name of International Shasta Resources Ltd. and increased our authorized share capital from 10,000,000 common shares to 30,000,000 common shares.  On May 20, 1994, we changed our name to Consolidated Shasta Resources Inc. and consolidated our share capital on the basis of one new share for ten old shares and increased our authorized share capital from 3,000,000 common shares to 20,000,000 common shares.  On November 23, 1994 we changed our name to Lima Gold Corporation and on September 21, 1999 we changed our name to International Lima Resources Corp. and consolidated our share capital on the basis of one new share for three old shares and increased our authorized share capital from 6,666,667 common shares to 20,000,000 common shares.  On November 5, 2003 we increased our authorized share capital from 20,000,000 common shares to 100,000,000 common shares.  On March 1, 2004 we changed our name to Crosshair Exploration & Mining Corp.  On June 1, 2004 we replaced our Memorandum with a Notice of Articles as required by the Business Corporations Act(British Columbia). On March 11, 2005 we changed our authorized capital to an unlimited number of common shares.  On December 15, 2010, we consolidated our share capital on the basis of one new share for four old shares.  On October 28, 2011 we changed our name from Crosshair Exploration & Mining Corp. to Crosshair Energy Corporation.  On September 17, 2013, we consolidated our share capital on the basis of one new share for ten old shares and changed our name from Crosshair Energy Corporation to Jet Metal Corp.




Our executive office is located at:




Suite 1240 - 1140 West Pender Street




Vancouver, British Columbia, Canada  V6E 4G1




Telephone: (604) 681-8030




Facsimile: (604) 681-8039




Website: www.jetmetalcorp.com




Email: jcrawford@kingandbay.com




The contact person is: Mr. Jim Crawford, Chief Executive Officer and President.







14








Our fiscal year ends April 30th.




Our common shares first began trading on the Vancouver Stock Exchange under the name Shasta Mines & Oil Ltd. on March 14, 1969.  Our common shares began trading on the TSX Venture Exchange with the trading symbol “CXX” on March 1, 2004.  On February 10, 2006, we graduated to Tier 1 on the TSX Venture Exchange.  On May 7, 2007, our common shares began trading on the American Stock Exchange (now NYSE MKT) with the trading symbol “CXZ.”  On May 12, 2008, our common shares began trading on the Toronto Stock Exchange with the trading symbol “CXX” and ceased trading on the TSX Venture Exchange. On June 18, 2013 the Company filed a Form 25 – Notice of Removal from Listing and/or Registration under section 12(b) of the Securities Exchange Act of 1934 with the United States Securities and Exchange Commission (“SEC”).  Our common shares were voluntarily delisted from NYSE MKT on July 1, 2013 and began trading on the OTC Market Group’s OTCQB Marketplace on July 1, 2013 with the trading symbol “CRHRF”. On October 22, 2013, our trading symbol on OTCQB was changed to “JETMF” to reflect the Company’s name change to Jet Metal Corp. On January 17, 2014, our common shares were voluntarily delisted from the Toronto Stock Exchange and on January 20, 2014 began trading on the TSX Venture Exchange under the trading symbol “JET”.




On January 19, 2015, 20,000,000 warrants (“Warrants”) began trading on the TSX Venture Exchange under the symbol “JET.WT”.  The Warrants were issued on September 16, 2014 to accredited investors pursuant to a non-brokered private placement of units (“Units”) for gross proceeds of $3,000,000.  Each Unit comprised one common share and one Warrant, with each Warrant exercisable to acquire one common share at an exercise price of $0.25 for a period of five years following closing of the private placement.




On March 29, 2004, the Company Act(British Columbia) (the “Company Act”) was replaced by the Business Corporations Act(British Columbia) (the “BCBCA”).  Accordingly, we are now subject to the BCBCA and are no longer governed by the Company Act.  There are a number of differences under the BCBCA, which differences are designed to provide greater flexibility and efficiency for British Columbia companies.




Under the BCBCA, every company incorporated under the Company Act was required to complete a mandatory transition rollover under the BCBCA to substitute a Notice of Articles for its Memorandum within two years of March 29, 2004.  On June 1, 2004 we replaced our Memorandum with a Notice of Articles as is required by the BCBCA.  The only information contained in the Notice of Articles is the authorized share structure of the Company, the name of the Company, the address of the registered and records office of the Company, and the names and addresses of the directors of the Company.




On March 31, 2009, the Company and Target Exploration and Mining Corp. (“Target”) successfully closed a plan of arrangement whereby the Company acquired all the outstanding common shares of Target and Target has become a wholly owned subsidiary of the Company.  Target shareholders received approximately 14.7 million common shares of the Company (1.2 Company shares for each Target common share outstanding) with an estimated market value of approximately $2.6 million. In addition, each outstanding Target warrant and stock option which gave the holder the right to acquire common shares of Target was exchanged for a warrant or stock option which gave the holder the right to acquire common shares of the Company on the exchange ratio of 1.2 Company shares for each Target warrant or stock option exercised, with all other terms of such warrants and options (such as term and expiry) remaining unchanged.  As a result of the acquisition of Target, the Company acquired an interest in the Bootheel and Sinbad projects in Wyoming and Utah, USA respectively.  During fiscal 2010, we allowed all 62 mineral claims on the Sinbad property located in Emery County, Utah, to lapse, and the State Lease with the State of Utah was not renewed.




Property Acquisitions




Since the beginning of fiscal 2015, we have acquired no additional properties.







15








Property Terminations




Since the beginning of fiscal 2015, we have dropped a total of 558 mineral claims from the CMB project. The Company has reviewed its exploration and evaluation assets accordingly in its financial statements to reflect the above developments.




Capital Expenditures




Our capital expenditures, excluding property, plant and equipment, for the last three fiscal years were as follows:




Fiscal Year
ExpendituresFiscal 2013
$224,816(1)Fiscal 2014
$--(2)Fiscal 2015
$--(3)





(1)           These funds were spent as outlined below:





Expense ($)
CMB Moran Lake
CMB

Silver Spruce
Bootheel Project
Golden Promise
Juniper Ridge
Other ClaimsAcquisition costs
200,000
--
1,283
20,000
3,533
--





(2)           These funds were spent as outlined below:





Expense ($)
CMB Moran Lake
CMB

Silver Spruce
Bootheel Project
Golden Promise
Juniper Ridge
Other ClaimsAcquisition costs
--
--
--
--
--
--







(3)           These funds were spent as outlined below:





Expense ($)
CMB Moran Lake
CMB

Silver Spruce
Bootheel Project
Golden Promise
Juniper Ridge
Other ClaimsAcquisition costs
--
--
--
--
--
--







We do not expect to incur any significant capital expenditures with respect to the Company’s existing properties for fiscal year 2016.  Our capital expenditures are financed through sales of our common shares.




Exploration and evaluation expenses




The Company recorded the following exploration and evaluation expenses in relation to its mineral properties:




Fiscal Year
ExpendituresFiscal 2013
$2,835,066(1)Fiscal 2014
$34,225(2)Fiscal 2015
$21,481(3)








16





(1)
These funds were spent as outlined below:





Expense ($)
CMB Moran Lake
CMB

Silver Spruce
Bootheel Project
Golden Promise
Juniper Ridge
Other ClaimsDrilling and trenching
$731,850
$         --
$13,433
$            --
$328,080
$         --Geology
1,456,437
--
35,816
24,524
339,683
--Geophysics
11,591
--
--
--
44,918
--Geochemistry
--
--
--
--
--
--Metallurgy
--
--
--
--
15,892
--Administration
10,434
--
45,981
--
44,902
--Permitting
--
--
--
--
37,395
--Hydrology
--
--
271
--
--
--Technical analysis
--
--
--
--
--
--Reclamation Costs
--
--
--
22,741
--
--Pre-acquisition costs
--
--
--
--
--
--JCEAP refunds
(150,000)
(150,000)
--
--
--
--Recovery
--
--
(28,882)
--
--
--





(2)
These funds were spent as outlined below:





Expense ($)
CMB Moran Lake
CMB

Silver Spruce
Bootheel Project
Golden Promise
Juniper Ridge
Other ClaimsDrilling and trenching
$         --
$         --
$         --
$            --
$         --
$         --Geology
--
--
--
--
--
--Geophysics
--
--
--
--
--
--Geochemistry
--
--
--
--
--
--Metallurgy
--
--
--
--
--
--Administration
560
--
34,673
--
(392)
--Permitting
--
--
--
--
--
376Hydrology
--
--
--
--
--
--Technical analysis
--
--
--
--
--
--Reclamation Costs
--
--
10,921
--
--
--Pre-acquisition cost
--
--
--
--
--
--JCEAP refunds
--
--
--
--
--
--Recovery
--
--
(11,913)
--
--
--










17







(3)
These funds were spent as outlined below:


Expense ($)
CMB Moran Lake
CMB

Silver Spruce
Bootheel Project
Golden Promise
Juniper Ridge
Other ClaimsDrilling and trenching
$         --
$         --
$         --
$            --
$         --
$         --Geology
--
--
--
--
--
--Geophysics
--
--
--
--
--
--Geochemistry
--
--
--
--
--
--Metallurgy
--
--
--
--
--
--Administration
--
--
27,367
--
--
--Permitting
--
--
--
--
--
--Hydrology
--
--
--
--
--
--Technical analysis
--
--
1,925
--
--
--Reclamation Costs
--
--
--
--
--
--Pre-acquisition cost
--
--
--
--
--
--JCEAP refunds
--
--
--
--
--
--Recovery
--
--
(7,811)
--
--
--







4.B.           Business Overview




Corporate Development




We are a mineral exploration company engaged in the acquisition and exploration of mineral properties (primarily uranium, base and precious metals).  We do not have any producing mineral properties at this time.  Our business is presently focused on the exploration and evaluation of various mineral deposits in North America.  See “Item 4.D – Property, Plants and Equipment” below for a detailed description of the Company’s properties.




We are currently focusing our exploration and evaluation activities in the Province of Newfoundland and Labrador and the State of Wyoming on the following properties:




·
CMB property located in Labrador, Canada.




·
The Bootheel Project located in Wyoming, U.S.A.




Material Effects of Government Regulations




Our current and anticipated future operations, including further exploration activities, require permits from various Canadian Federal and Provincial and U.S. Federal and State governmental authorities.  Such operations are subject to various laws governing land use, the protection of the environment, production, exports, taxes, labor standards, occupational health, waste disposal, toxic substances, well safety and other matters.  Unfavorable amendments to current laws, regulations and permits governing operations and activities of resource exploration companies, or more stringent implementation thereof, could have a materially adverse impact on us and cause increases in capital expenditures which could result in our ceasing operations.  We have had no material costs related to compliance and/or permits in recent years, and anticipate no material costs in the next year.




Field work is prohibited on certain parts of the Bootheel Project due to the presence of sage grouse mating areas during the period March 15th to June 30th.










18





Seasonality




We can only carry out exploration when weather is favorable.  Typically, we cannot carry out any work at a reasonable cost during the months of November and December for winter freeze-up and March and April for spring break-up on our Canadian properties.




Dependency upon Patents/Licenses/Contracts/Processes




Not applicable




Sources/Availability of Raw Materials




Not applicable




4.C.
Organization Structure




The Company is a corporation subject to the BCBCA.  Jet Metal owns 100% of the issued and outstanding shares in each of the following subsidiaries:




1.
Target Exploration and Mining Corp. (“Target”), a British Columbia corporation.




a.
Target owns all of the issued and outstanding shares in Crosshair Energy USA, Inc. (formerly 448018 Exploration Inc.), a Nevada Corporation.




i.
Crosshair Energy USA, Inc. holds an 81% interest in The Bootheel Project LLC.




2.
Gemini Metals Corp., a British Columbia corporation.




4.D.
Property, Plants and Equipment




Our properties are in the exploration stage and a substantial amount of capital will have to be spent on each property before we will know if they contain commercially viable mineral deposits.  Our properties are located in the Province of Newfoundland and Labrador, Canada and Wyoming, USA.  Our properties are without known reserves and the work being done by us is exploratory in nature.




Our executive offices are located in shared office premises of approximately 10,630 square feet at Suite 1240, 1140 West Pender Street, Vancouver, British Columbia Canada.  We have occupied these facilities since 2006.  Beginning on January 1, 2010 (revised on October 1, 2010 and September 16, 2014), we entered into a management services agreement with King & Bay West Management Corp. (“King & Bay West”) under which King & Bay West provides shared office space for the Company and other companies that King & Bay West provides management services to. As part of this agreement, King & Bay West has assumed the lease for the office facilities occupied by the Company.


National Instrument 43-101 Compliance




Except as otherwise indicated, C. Stewart Wallis, P.Geo., having a business address at 1419 133A Street, Surrey, British Columbia, V4A 6A2, a Director of the Company and a Qualified Person as defined by NI 43-101, has reviewed and is responsible for the technical information contained in this Annual Report on Form 20-F.  Mr. Wallis has consented to the inclusion of his name and the statements attributed to him in this Annual Report on Form 20-F.  Further information about the Company’s mineral properties can be found in the following technical reports which are available on SEDAR at www.sedar.com:




·
CMB Uranium Project: The Technical Report titled “Technical Report on the Central Mineral Belt (CMB) Property, Labrador Canada” dated April 16, 2015 (filed as an exhibit to our Form 6-K on April 17, 2015).









19




·
Bootheel Uranium Project: The Technical Report titled “Technical Report on the Bootheel Project for Jet Metal Corp. and The Bootheel Project, LLC” dated May 20, 2015 (filed as an exhibit to our Form 6-K on June 24, 2015).




Newfoundland




Golden Promise Property and Agreements




The Company entered into the Golden Promise Option and Joint Venture Agreement dated April 8, 2009 between the Company and Paragon, pursuant to which it acquired a 60% interest in the Golden Promise Gold Project in Central Newfoundland, Canada with an option to acquire up to a 70% interest. Work completed on the property to date confirmed the exploration prospectivity of the area, however, the current poor state of the junior resource market renders financing such early stage projects virtually impossible. As a result, the decision was made to drop this ground and expend no additional funds. The property has since been returned to the vendor.





South Golden Promise Property and Agreements




The South Golden Promise Property agreement included two separate blocks of licenses, South Golden Promise and Victoria Lake, which collectively covered 1,975 hectares in 79 map-staked claims,  each 500 by 500 metres in size.Under the terms of an agreement dated February 14, 2003 with Paragon, the Company earned a 60% interest in the South Golden Promise Property in consideration for issuing a total of 100,000 common shares and incurring a minimum of $1,750,000 in exploration expenditures.




As was the case with the Golden Promise project, work completed on the South Golden Promise project to date confirmed the exploration prospectivity of the area, however, the current poor state of the junior resource market renders financing such early stage projects virtually impossible. As a result, the decision was made, in conjunction with our JV partner to expend no additional funds on this project and to drop the  claims that constitute the South Golden Promise Property.




Victoria Lake Property and Agreements




Paragon acquired an option to earn a 100% interest in the South Golden Promise Property pursuant to an underlying option agreement, dated January 8, 2003, with Al Keats, Calvin Keats and Kevin Keats.  The vendors were entitled to a 2.5% Net Smelter Return.  Paragon could repurchase a 1.5% Net Smelter Return for $1,500,000 and had a right of first refusal with respect to the remaining 1.0%.  As of September 2005, Paragon completed its obligations under its option agreement with the vendors and held a 100% interest in the South Golden Promise Property subject to the 2.5% Net Smelter Return.




As was the case for the Golden Promise and South Golden Promise Properties, the current poor state of the junior resource market precludes further expenditure on the Victoria Lake Property. As a result, the decision was made to cease funding this project and the property has since been dropped, as the original vendors did not want the property returned to them.







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Labrador—Central Mineral Belt







The Company has been conducting mineral exploration activities in the Central Mineral Belt of Newfoundland and Labrador since 2004. The Central Mineral Belt is a geological province comprising six Proterozoic sequences of volcanic, sedimentary and plutonic rocks ranging in age from about 2.0 to 1.3 billion years and include, from oldest to youngest, the Post Hill, Moran Lake, Aillik, Bruce River, Letitia Lake and Seal Lake Groups.  The Central Mineral Belt includes portions of 4 major tectonic provinces, these being the Nain, Makkovik and Grenville provinces, and the Hopedale Block of the Archean Nain Province. The Company’s initial foray into this area was through an option agreement with local prospector Lewis Murphy. This first property was referred to as the CMB property and was a focus of the Company’s activities from 2004 until 2012. The option agreement with Mr. Murphy was terminated on October 31, 2013. In addition to this initial property, during the summer of 2008 an opportunity arose such that the Company was able to acquire an interest in an adjacent property. This acquired interest was a component of an existing joint venture (JV) agreement between Expedition Mining Inc. (“Expedition”) and Silver Spruce Resources Inc. (“Silver Spruce”). As it was part of a pre-existing JV, with a separate JV-specific budget, it was kept separate from the original CMB property and was subsequently referred to as the CMB-JV property. From 2008 until 2012, the Company actively explored on both properties and continued to budget and report each separately. As a result of Silver Spruce exercising their non-participation right during the 2012 field season, their interest in the CMB-JV property was reduced to a 2% Net Smelter Return Royalty and the Company acquired 100% ownership of the entire property. With the termination of the JV and acquisition of 100% ownership of the property, there was no longer any need to budget and report the two properties separately. From the 2012 field season onward, the two properties were amalgamated under a single budget and henceforth referred to simply as the CMB project.









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CMB Property and Agreement




As previously mentioned, in July 2008, the Company acquired a 60% interest in the property from Expedition by paying CDN $500,000 and issuing 2,500,000 common shares and 1,875,000 warrants to Expedition. The claims were part of a property agreement between Expedition and Silver Spruce, under which Expedition had earned a 60% interest.  The claims are host to the Two Time deposit.




Silver Spruce declined to participate in the 2012 exploration program and as a result, had its interest in the property diluted to a 2% Net Smelter Return Royalty. With the acquisition of 100% of this property and the dissolution of the JV agreement as a consequence of this dilution, there was no longer any need to budget and report the CMB and CMB-JV properties separately. From the 2012 field season onward, the two properties were amalgamated under a single budget and henceforth referred to simply as the CMB project.




Property Description and Location




The CMB Project comprises a total of 359 map-staked claims in 2 mineral licenses, covering a total area of 8,975 ha. The property is located in the Central Mineral Belt of Labrador, approximately 140 km north of the town of Happy Valley-Goose Bay and 85 km southwest of the coastal community of Postville on Kaipokok Bay. In a direct line, the property is about 75 km from tidewater to the northeast. The undeveloped Michelin uranium deposit, owned by Paladin Energy Ltd., is approximately 65 km east-northeast of the Moran Lake Property.  The property area is within the Naskaupi Electoral District of Labrador.




Accessibility




Helicopter and fixed wing service out of Goose Bay are the most efficient means of access to the property.  Local infrastructure is confined to the limited facilities of the community of Postville, which has commercial airline service from Goose Bay and commercial ferry service from St John’s, Newfoundland. Coastal boats are available to convey goods and passengers from Happy Valley to Postville. Most necessary goods and services, including charter aircraft, can be obtained in Goose Bay, which has excellent commercial airline connections to St John’s, Halifax and Montreal.




This portion of central Labrador has a sub-Arctic climate, with strong seasonal contrasts marked by short cool summers and long cold winters. Freeze-up typically begins in late October and lasts until early to mid-June.  Snow cover is relatively heavy and usually lasts seven to eight months.  Daytime temperatures during the winter typically range from -15o Celsius to -30o Celsius, while daytime summer temperatures typically range from 15o Celsius to 25o Celsius.




The topography of the area consists of rolling highlands with maximum relief approaching 300m. The hilltops can be partly barren while the slopes and valleys are covered in vegetation, mostly scrubby black spruce and some deciduous trees with a thick intervening growth of alders. Almost everywhere there is a thick ground cover of moss. The valleys are steep sided at many locations and are often host to boggy ground with small ponds or lakes.




Property Geology




The CMB Project is situated within the Central Mineral Belt of Labrador which includes portions of 4 major tectonic provinces, these being the Nain, Makkovik and Grenville provinces, and the Hopedale Block of the Archean Nain Province.  The easternmost claims lie within the Makkovik Province, while the westernmost claims generally lie along the boundary between the Nain, Churchill and Grenville Province. The property is underlain by the Kanairitok Intrusive Suite has an approximate age of 2800 Ma and consists mainly of Archean gneiss, schistose metavolcanics and granitoids.  The main types of lithologies observed include monzodiorite (predominant unit), diorite, amphibolite and mafic dykes, pegmatites as well as more minor granites, monzonites and granodiorites.








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Exploration




Initial exploration activities executed by Silver Spruce and Expedition included an airborne magnetic and radiometric survey covering the entire property. Interpretation of the data from this survey identified a high-priority radiometric anomaly. Much of the subsequent exploration activities were focused on follow-up investigations of this anomaly and included line cutting, ground scintillometer surveying, soil, till, lake, and stream sediment sampling, ground radon (RadonEx) surveying, prospecting, trenching, geological mapping, and diamond drilling.  The uranium mineralization identified from this concentrated exploration effort is referred to as the Two Time zone. This zone of mineralization is hosted within brecciated and fractured granitic to dioritic intrusive rocks of the Kanairiktok Intrusive Suite characterized by hematite, carbonate, and chlorite alteration.  A number of other showings and prospects have also been discovered on the property, including the Firestone Showing, Doucette, HF, J, F, and W occurrences.




Drilling




Prior to the Company acquiring Expedition’s 60% interest in the property, Silver Spruce and Expedition completed a total of 11,196 metres of drilling in 44 holes. Highlights include 0.118% U3O8 over 28.00 metres in hole CMB-07-06, 0.101% U3O8 over 33.00 metres in hole CMB-07-14, and 0.112% U3O8 over 19.00 metres in hole CMB-07-34.  The Silver Spruce/Expedition work on the Two Time zone culminated in a NI 43-101 compliant resource estimate of 2.33 million pounds of U3O8 (1.82 million tonnes grading 0.058% U3O8) in the indicated category and 3.73 million pounds of U3O8 (3.16 million tonnes grading 0.053% U3O8) in the inferred category using a cut-off grade of 0.03% U3O8. The Two Time zone remains open to depth and along strike to the south.




Subsequent to the Company acquiring its 60% interest in the property, it spent the 2009 and 2010 field seasons carrying out geological mapping, prospecting and sampling programs to evaluate priority targets generated from the earlier airborne surveys.  Several new uranium showings were discovered, with follow-up activity executed in the 2011 and 2012 field seasons.




Drilling on the Two Time zone in 2011 and 2012 successfully intersected mineralization in several holes, including drill hole CMB-12-49, indicating the mineralization is continuous to the south along strike and along dip. This hole represents a minimum 50m step out to the south from previous holes into the deposit. Four shallow holes drilled north of the Two Time zone to evaluate radon anomalies did not intersect uranium mineralization. Drilling on the Blue Star prospect tested coincident airborne geophysical and rock geochemical anomalies; four out of the ten holes drilled intersected uranium mineralization. The best hole was 3 metres of 0.05%U3O8.Five holes, totalling 740 metres, tested the northeast extension of the Firestone showing failed to intersect mineralization.




A revised Technical Report dated April 16, 2015, is available on Sedar (www.sedar.com).  The report confirmed the existing Two Time resource at a cut-off grade of 0.03% U3O8as an Indicated Mineral Resource of 1.82 million tonnes grading 0.058% U3O8 containing 2.33 million pounds U3O8.  In addition, Inferred Mineral Resources are estimated to total 3.16 million tonnes grading 0.053% U3O8 containing 3.73 million pounds U3O8.




Wyoming – Bootheel Project





The Bootheel property is currently controlled by the Bootheel Project LLC and consists of 81 Federal Mining claims and one State lease.  The Company currently has an 81% interest in The Bootheel Project LLC, subject to certain royalties. Under the terms of an agreement dated June 7, 2007, as amended December 21, 2007 and February 28, 2008, between UR-Energy USA Inc. (“URE”), several of its subsidiaries, Target Exploration and Mining Corp. (“Target”), a wholly owned subsidiary of the Company, and Crosshair Energy USA, Inc. (“Crosshair USA”), a wholly owned subsidiary of Target, the Company was able to earn an initial 75% interest in the Bootheel Project LLC, by completing expenditures totalling US$3 million and issuing 12,500 common shares on or before June 7, 2011.  All the common shares have been issued and as of July 31, 2009, the Company exceeded US$3 million in expenditures on the property, thereby earning its initial 75% interest. As URE declined to participate in the fiscal 2012 exploration program, its participating interest was diluted from 25% to approximately 19%, and the Company’s participating interest increased from 75% to approximately 81%.







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Property Location




The Bootheel property is located in Albany County on the southeast edge of the Shirley Basin approximately 60 miles southeast of Casper, Wyoming and 25 miles southeast of Medicine Bow.




The Bootheel property currently comprises 81 Federal lode mining claims and one 640 acre Wyoming State Mineral Lease, No. 0-040774 totalling approximately 2,013 acres. The lode mining claims control the subsurface mineral rights and are administered by the U.S. Bureau of Land Management (BLM).








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Accessibility




The Shirley Basin property is readily accessible year-round by an extensive system of county gravel and unimproved ranch roads extending east from U.S. Highways 30 and 287 and Wyoming Road 487. The all season maintained gravel County Road Number 61 (Fetterman Road) crosses the Bootheel property.




History




Uranium was discovered in the Shirley Basin in 1955 by Teton Exploration Drilling Co., who found ore-grade material by drilling west of the Little Medicine Bow River in the western part of the Shirley Basin, 30 mi south of Casper.  In the summer of 1957, several thousand claims were staked over 150 square mi.  By the end of 1959, over 1,000,000 ft of drilling had been completed through the mineralized Wind River Formation, and into underlying pre-Tertiary rocks.  In 1959, Utah Mining Corp. later Utah Construction and Mining Co. (Utah) sank a shaft on their property and the first uranium was produced in March 1960, with ore shipped to the Lucky Mc mill in the Gas Hills area west of Casper.  Late in 1964, the company stopped underground mining and commenced an in-situ leach operation using sulphuric acid and ion exchange for recovery.  Production amounted to approximately 200,000 pounds of U3O8 per year through 1970. In 1970, the ISR operation was replaced by a conventional mine and mill.





In July 1960, Petrotomics Co. commenced an open-pit operation in the same area and in 1962 a solvent extraction facility was built on the property.  A second pit commenced operation in 1966.  By late 1969, there were three operating mines in the Shirley Basin, those of Petrotomics and Utah, as well as Kerr McGee Corp. (“Kerr-McGee”).





Total production from the Basin amounted to about 34 million lbs of uranium. The last mine closed in 1992 and most of the pits have been reclaimed.  Cogema Mining Inc. retains one pit, which is used for the disposal of low-level radioactive waste from the ISR operations in the Powder River Basin.





The Bootheel property specifically, was originally staked in 1958 by Kerr McGee Corp. In the subsequent decades the property has been explored by a number of different companies including Kerr McGee, Rocky Mountain Energy Corporation, Cherokee Exploration Inc., Uranium Resources and Development Company (“URADCO”), Nuclear Assurance Corporation, Cameco Corporation and Power Resources Inc. Total drilling on the property is estimated to be over 600,000 feet. The known uranium zones on the property remain open for expansion.




Property Geology




The Bootheel Project is located at the south-eastern margin of the Shirley Basin, along the western flank of the Laramie Mountains.  Tertiary sediments occupy the entire surface area of the property and unconformably overlie a gently dipping, relatively undisturbed sequence of Paleozoic and Mesozoic sediments.  A moderate degree of block faulting and some gentle folding are the main structural features and mostly affect pre-Tertiary rocks.





Uranium mineralization occurs within seven different sandstone beds within the gently dipping Jurassic and Cretaceous stratigraphy and within the overlying Tertiary Wind River Formation.  Five horizons host significant mineralization and have the potential to host economic resources: 1) Jurassic Sundance Formation containing the Canyon Springs B and D Beds, 2) Cretaceous Dakota Sandstone, 3) Cretaceous Rusty Beds Sandstone, 4) Cretaceous Muddy Sandstone and 5) Tertiary Wind River Formation.  Three other Cretaceous horizons (Lakota Sandstone, Fuson Shale and Wall Sandstone) contain scattered weak mineralization, but are not considered exploration targets at this time.





Two major zones of mineralization are recognized within the Sundance Formation.  The main zone in Sections 36 and 1 stretches for over 7,000 ft in length and reaches widths of up to 400 ft and is described as a series of tabular zones.  In Sections 6 and 7 the mineralization shows the characteristic roll front shape with the main northeast –trending nose extending approximately 1,900 ft in length.  These zones vary from 2 to 60 ft in thickness, averaging from 0.017% to 0.216% eU3O8 occurring at depths of 158 to 585 ft.  Length of the individual bodies ranges from 300 to 1,300 ft.






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Three Cretaceous sandstone units host uranium mineralization.  The Dakota Sandstone ranges from 4 to 47 ft thick and contains abundant pyrite and carbonaceous material.  Uranium mineralization ranging from 2 to 14 ft thick, grades from 0.026% to 0.23% eU3O8 and occurs from 163 to 325 ft below the surface.  The main zone is about 300 ft wide and 1,000 ft long.  The Rusty Beds range from 5 to 87 ft thick, and contain abundant pyrite and carbonaceous debris.  Mineralization is 2 to 18 ft thick, grades from 0.020% to 0.11% eU3O8 and occurs from 232 to 297 ft below the surface.  Mineralization occurs in three small zones, 300 to 400 ft in size.  The Muddy Sandstone is 18 to 45 ft thick and is the least well mineralized of the Cretaceous units, with only one zone, about 200 ft by 400 ft in dimension, drilled to date.  This zone ranges from 2 to 6 ft thick, grades from 0.145% to 0.157% eU3O8 and is relatively shallow at 138 to 149 ft below the surface.





Tertiary Wind River Formation mineralization is typically thin, high grade, meandering and somewhat laterally discontinuous.  The Wind River ranges from 25 to 270 ft thick, averaging 150 ft.  The mineralized zones are typically 2 to 24 ft thick, averaging 5 ft, from 0.016% to 0.520% eU3O8 and occur from 50 to 215 ft below the surface.  The two main zones are up to 700 ft in width and 1,670 ft in length.





Exploration and Development




The Bootheel Project LLC acquired a database from Power Resources Inc. that includes reports, gamma logs, drill logs and other data which primarily cover the Federal mining claim but also include some historic data from the surrounding fee land.  In early 2009, the Bootheel Project LLC acquired additional data from Cameco which included historical geological and gamma logs covering 660 drill holes totalling approximately 290,000 feet.  These data were compiled by the Company’s geological team and were combined with the results from over 50,000 feet of drilling completed by Target at Bootheel during calendar year 2008. This compilation formed the basis for the Company’s 2011 drilling program which saw the completion of 76 bore holes, totaling 35,760 feet (10,900 metres).





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





While the above stated mineral resource estimates are encouraging, the continuing downward pressure on the uranium price, in addition to the overall poor state of the junior resource market, has led the Bootheel Project LLC to put the project on care and maintenance, enabling it to keep its expenditures to a minimum, while maintaining the integrity of its data and land package. A reversal in the deflated state of the uranium price, as well as the junior resource market in general, may afford the Bootheel Project LLC the opportunity to further assess and evaluate its options for the future.







Wyoming – Juniper Ridge Property




On October 29, 2010, the Company signed a definitive agreement with Strathmore Resources Ltd. (“Strathmore”), a wholly owned subsidiary of Strathmore Minerals Corp. to acquire the Juniper Ridge uranium property in return for stage cash payments and share issuances totalling US$4,450,000 and 2,750,000, respectively.




Since the signing of the agreement to acquire the Juniper Ridge Property, macroeconomic and world events have exerted significant downward pressure on the global uranium market. While the structure of the definitive agreement was appropriate at the time, it was unworkable under current market conditions. The Company and Strathmore engaged in extensive negotiations to attempt to restructure the agreement but a suitable resolution could not be achieved. As a result, management decided to terminate the agreement. Notice of this termination was sent to Strathmore on Friday, November 30, 2012. The Company has since completed the transfer of title to the Juniper Ridge Property back to Strathmore.










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ITEM 4E.
UNRESOLVED STAFF COMMENTS




Not applicable




ITEM 5.
OPERATING AND FINANCIAL REVIEW AND PROSPECTS




The following discussion for the fiscal years ended April 30, 2015, 2014, and 2013 should be read in conjunction with our audited consolidated financial statements for the referenced periods and the notes thereto.  Our consolidated financial statements for the year ended April 30, 2015 have been prepared in accordance with IFRS as issued by the International Accounting Standards Board (“IASB”) and interpretations issued by the International Financial Reporting Interpretations Committee (“IFRIC”). The functional currency of the Company and its subsidiaries is the Canadian Dollar and therefore our consolidated financial statements are reported in Canadian dollars.




Overview




The Company is a mineral exploration company engaged in acquiring, exploring and developing mineral properties and its focus is primarily uranium, base and precious metals.  The Company does not have any producing mineral properties at this time.  The Company’s business is presently focused on the exploration and evaluation of various mineral deposits in North America.  The Company’s shares trade on TSX Venture Exchange and the OTCQB.




The Company is currently focusing on exploration and evaluation activities in the province of Newfoundland and Labrador, Canada and the State of Wyoming USA on the following properties:




·
CMB property located in Labrador, Canada




·
The Bootheel Project located in Wyoming, U.S.A.




For fiscal year ended April 30, 2015, the Company reported a net loss of $357,729 or $0.02 per common share, compared with a net loss of $3,967,283or $0.60 per common share for the prior fiscal year.   While figures have been prepared using IFRS applicable to a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business as they come due, certain conditions and events cast significant doubt on the validity of this assumption.  As of April 30, 2015 the Company had working capital of $2,099,399 an accumulated deficit of $107,350,922. The Company’s ability to continue as a going concern is dependent upon its ability to obtain additional funding from loans or equity financings or through other arrangements. To raise funds for operations, the Company is pursuing merger and acquisition opportunities, in conjunction with private or institutional financing.  However, there can be no assurance that these activities will be successful.




Accounting Standards




The Company’s significant accounting policies are detailed in Note 3 to the accompanying annual audited consolidated financial statements for the year ended April 30, 2015.




The following accounting pronouncements have been made, but are not yet effective for the Company as at April 30, 2015.  The Company is currently evaluating the impact of these amended standards on its consolidated financial statements.




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








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applies to financial statements for annual periods beginning on or after January 1, 2018, with early adoption permitted.




5.A.           Operating Results




Results of Operations for the fiscal year ended April 30, 2015 compared to the fiscal year ended April 30, 2014




For the year ended April 30, 2015, the Company reported a net loss of $357,729 or $0.02 per common share, compared to a net loss of $3,967,283 or $0.60 per common share for the previous year.  The decrease in net loss of $3,609,554 is discussed in detail below.




During the year ended April 30, 2015, the Company issued a total of 21,640,416 common shares of which 20,000,000 common shares were issued in connection with a private placement for gross proceeds of $3,000,000 and 1,640,416 were issued to settle related party debt.




Expenses




Total operating items for the year ended April 30, 2015 totaled $540,021, representing a decrease of $3,356,907 compared to the prior year primarily as a result of an impairment of exploration and evaluation assets recorded during the year ended April 30, 2014.  In addition, the Company experienced decreased overall activity during the year ended April 30, 2015.




The Company recorded audit and accounting fees of $7,024 for the year ended April 30, 2015 as a result of reversing professional fees amounting to $26,117 as previous invoices received by the Company were revised.  This recovery of professional fees was offset by accruals for annual audit and tax preparation services.  During the year ended April 30, 2014, the Company recorded audit and accounting fees of $22,775 relating to accruals for annual audit and tax preparation services.




Consulting expense of $3,415 (2014 - $Nil), management fees of $Nil (2014 - $142,533) and wages and salaries of $213,310 (2014 - $252,999) total $216,725 for the year ended April 30, 2015 (2014 - $395,532) which represents a total decrease of $178,807 compared to the prior year as a result of decreased Company activities and personnel providing services to the Company.  During the year ended April 30, 2014, a consulting agreement between the Company and the former Chief Executive Officer and a consulting agreement between the Company and the former Executive Chairman were both terminated which also contributed to decreased personnel costs.




During the year ended April 30, 2015, the Company incurred exploration and evaluation expenses in the amount of $21,481 (2014 - $34,225), including $21,481 (2014 - $33,681) on the Bootheel Uranium Project, $Nil (2014 - $560) on the CMB Project and $Nil (2014 – recovery of $16) on other projects.  The decrease in exploration and evaluation expense of $12,744 compared to the prior year is due to the Company pursuing fewer projects as well as the Bootheel Uranium Project land package being reduced.




During the year ended April 30, 2014, the Company relinquished a number of mineral claims that had formed a portion of the Central Mineral Belt Project and recorded an impairment of exploration and evaluation assets in the amount of $3,160,618.  No such impairment losses were recorded during the year ended April 30, 2015.




The Company earned finance income during the year ended April 30, 2015 in the amount of $17,599 (2014 - $314).  The increase in finance income of $17,285 for the year ended April 30, 2015 is due the Company completing financing for gross proceeds of $3,000,000 on September 16, 2014 and investing excess cash on hand in short-term investments.




During the year ended April 30, 2015, the Company recorded a foreign exchange loss in the amount of $4,059 (2014 – gain of $1,097) in relation to transactions and balances denominated in US dollars and the effects of fluctuations in the US dollar relative to the Canadian dollar.






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Insurance expense decreased from $33,036 for the year ended April 30, 2014 to $29,400 for the year ended April 30, 2015 as a result of the Company adjusting its insurance policy to reflect corporate changes such as property abandonments and the Company’s stock exchange listings.




Investor relations for the year ended April 30, 2015 increased to $15,058 from $11,122 incurred in the prior year.  The increase in investor relations of $3,936 for the year ended April 30, 2015 was a result of business development initiatives undertaken during the year subsequent to completing equity financing.  Investor relations expenses also include the cost of news releases, website maintenance and hosting, and printing.




During the year ended April 30, 2015, the Company incurred legal expenses of $11,814 compared to legal expenses of $8,989 during the prior year, an increase of $2,825.  During the year ended April 30, 2015, the Company incurred legal costs in relation to US securities matters and procedures to list the Company’s warrants for trading.  During the year ended April 30, 2014, the Company incurred legal costs in relation to the Company’s transition from the NYSE MKT to the OTC Markets Group’s OTCQB Marketplace.




Office and administration expenses for the year ended April 30, 2015 in the amount of $65,899 (2014 - $87,331), decreased by $21,432 compared to the prior year as a direct result of decreased overall Company activities.




Rent expense for the year ended April 30, 2015 amounted to $56,104 compared to $40,632 for the prior year.  The increase in rent expense in the amount of $15,472 for the year ended April 30, 2015 is attributable to changes in the usage of shared office facilities.




During the year ended April 30, 2015, the Company recorded share-based compensation of $Nil as all outstanding stock options fully vested during the year ended April 30, 2014 and no stock options were issued during the current year.





During the year ended April 30, 2014, the Company recorded a recovery of share-based compensation of $45,250 as a result of forfeitures of unvested stock options during the year.  The recovery of share-based compensation expense had no effect on the Company’s cash flows.




Transfer agent and filing fees decreased to $110,088 for the year ended April 30, 2015 compared to $124,896 for the prior year, a decrease of $14,808. During the year ended April 30, 2014, the Company incurred increased costs as it transitioned from the NYSE MKT to the OTC Markets Group’s OTCQB Marketplace, changed its name and consolidated its common shares on a 10 for 1 basis.




Other Income (Expenses)




Other income for the year ended April 30, 2015 amounted to $182,292, compared to other expenses for the year ended April 30, 2014 of $70,355, as further detailed below.




The Company sold property and equipment with a net book value of $Nil for proceeds of $600, resulting in a gain on disposal of $600 for the year ended April 30, 2015.




During the year ended April 30, 2015, the Company realized a gain on forgiveness and settlement of debt in the amount of $184,141 as a result of a debt settlement agreement between King & Bay West Management Corp. (“King & Bay West”), MJM Consulting Corp. and the Company.




During the year ended April 30, 2015, the Company recorded an unrealized loss on marketable securities in the amount of $2,449 (2014 - $28,503) in relation to fair market value adjustments at year end.




During the year ended April 30, 2014, the Company recorded an impairment loss in the amount of $41,852 due to collectability concerns in relation to reclamation bonds for properties that have been abandoned.




Exploration and Evaluation Assets




During the year ended April 30, 2015, the Company did not incur any acquisition costs in relation to exploration and evaluation assets.








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During the year ended April 30, 2014, the Company did not incur any acquisition costs in relation to exploration and evaluation assets.  The Company recorded an impairment loss in the amount of $3,160,618 in relation to the CMB Project, as discussed above.




Working Capital




As at April 30, 2015, the Company had working capital of $2,099,399 compared to a working capital deficit of $716,619 as at April 30, 2014. The increase in working capital of $2,816,018 is primarily explained by the Company completing financing for net proceeds of $2,965,894 and entering a debt settlement agreement with two related parties during the year ended April 30, 2015.




Results of Operations for the fiscal year ended April 30, 2014 compared to the fiscal year ended April 30, 2013




For the year ended April 30, 2014, the Company reported a net loss of $3,967,283 or $0.60 per common share, compared to a net loss of $11,674,061 or $1.77 per common share for the year ended April 30, 2013.




The Company did not issue any common shares during fiscal 2014 and as such, the weighted average number of common shares is the same as the total number of common shares outstanding as of April 30, 2014.  During the year ended April 30, 2014, the Company cancelled 183 common shares due to fractional rounding in connection with a share consolidation on the basis of one post-consolidated share for every ten pre-consolidated common share.




Expenses




Total operating items for the year ended April 30, 2014 were $3,896,928, representing a decrease of $7,993,424 compared to the prior year as a direct result of decreased overall Company activity during fiscal 2014.  All administrative expenses for the year ended April 30, 2014 decreased compared to the prior year with the exception of transfer agent and filing fees and are discussed below.




Audit and accounting fees of $22,775 (2013 - $124,087) decreased for the year ended April 30, 2014 compared to the prior year due to the Company incurring additional fees in the prior period in relation to Sarbanes-Oxley (“SOX”) compliance and additional tax filings.




Consulting expense of $Nil (2013 - $308,570), management fees of $142,533 (2013 - $411,368) and wages and salaries of $252,999 (2013 - $705,024) total $395,532 for fiscal 2014 (2013 - $1,424,962) which represents a total decrease of $1,029,430 compared to the prior year as a result of decreased Company activities and personnel providing services to the Company.  During the year ended April 30, 2014, a consulting agreement between the Company and the former Chief Executive Officer and a consulting agreement between the Company and the former Executive Chairman were both terminated.




Director fees of $Nil (2013 - $39,467) decreased by $39,467 compared to the prior year as a result of the Company cancelling its director compensation program in light of financial conditions faced by the Company during the prior year.




During the year ended April 30, 2014, the Company spent a total of $34,225 (2013 - $2,835,066) on exploration and evaluation expenditures, including $560 (2013 - $1,910,312) on exploration of the CMB Project, $33,681 (2013 - $66,619) on the Bootheel Project, $Nil (2013 - $47,265) on the Golden Promise Project, recovered $392 (2013 - $810,870 expense) on the Juniper Ridge Project and $376 on other projects (2013 - $Nil).  Exploration and evaluation expenses for the year ended April 30, 2014 primarily related to minimal administrative costs and recoveries to maintain claims and insurance policies on the Bootheel Project.  In addition, the Company incurred reclamation costs to reclaim the land on which the Bootheel Project sits.  The fiscal 2014 decrease in exploration and evaluation expense of $2,800,841 in exploration and evaluation expenditures compared to the prior year is due to the Company no longer pursuing the CMB, Golden Promise and Juniper Ridge projects as well as decreased activities on the Bootheel Project.






30




During the year ended April 30, 2014, the Company recorded finance income of $314 compared to $22,158 in the prior year which relates to interest earned on excess cash on hand.  The decrease in finance income is attributable to the Company’s decreased cash and cash equivalents balance.




During the year ended April 30, 2014, the Company recorded an impairment of exploration and evaluation assets in the amount of $3,160,618 which relates to the CMB Project.  During the year ended April 30, 2013, the Company recorded an impairment of exploration and evaluation assets in the amount of $6,043,241 relating to the Bootheel, Golden Promise and Juniper Ridge projects.




Insurance expense decreased from $51,415 for the year ended April 30, 2013 to $33,036 for the year ended April 30, 2014 as a result of the Company adjusting its insurance policy to reflect corporate changes such as property abandonments and the Company’s stock exchange listings as previously discussed.




Interest expense incurred during the year ended April 30, 2014 in the amount of $1,427 (2013 - $10,402) relates to non-cash accretion of the Company’s future reclamation provisions.  The decrease in interest expense of $8,975 is a result of the balance of future reclamation provisions decreasing during the year ended April 30, 2014.




Investor relations expense of $11,122 (2013 - $180,786), legal costs of $8,989 (2013 - $35,950), office and administrative expenses of $87,331 (2013 - $167,188), project development costs of $Nil (2013 - $66,471), rent of $40,632 (2013 - $123,066) and travel expenses of $252 (2013 - $48,547) all decreased compared to the prior year as a direct result of decreased overall Company activities, including fewer marketing initiatives, no new project development and closure of the Company’s office in Colorado during fiscal 2014.




During the year ended April 30, 2014, the Company recorded a recovery of $45,250 related to share-based compensation as a result of forfeitures of unvested stock options during the year. During the year ended April 30, 2013, the Company recorded share-based compensation of $626,364 according to vesting schedules of certain grants issued in 2011 and 2012. This expense (recovery) had no effect on the Company’s cash flows.




Transfer agent and filing fees increased to $124,896 for the year ended April 30, 2014 compared to $109,625 for the prior year as a result of the Company voluntarily delisting its common shares from the NYSE MKT, transitioning from the TSX to the TSX Venture Exchange, changing its name and consolidating its common shares on a 10 for 1 basis during fiscal 2014.




Other Income (Expenses)




Other expenses amounted to $70,355 for the year ended April 30, 2014 compared to other income of $216,291 for the year ended April 30, 2013.




The Company recorded an impairment loss in the amount of $41,852 due to collectability concerns in relation to reclamation bonds for properties that have been abandoned.  No such impairment loss was recorded during the prior year.




During the year ended April 30, 2014 the Company recorded an unrealized loss on marketable securities of $28,503 (2013 - $173,005) in relation to fair value adjustments for marketable securities the Company holds.




During the year ended April 30, 2013, the Company recorded a flow through premium in the amount of $428,712 in relation to flow through shares issued in prior years and attributable to the qualified exploration expenditures incurred.  The Company also recorded a loss on asset disposition of $39,416 during the year ended April 30, 2013.  No such transactions occurred during the year ended April 30, 2014.




Exploration and Evaluation Assets




During the year ended April 30, 2014, the Company did not incur any acquisition costs in relation to exploration and evaluation assets.  The Company recorded an impairment loss in the amount of $3,160,618 in relation to the CMB Project, as discussed above.






31




During the year ended April 30, 2013, the Company acquired exploration and evaluation assets of $224,816 representing the acquisition costs related to the various mineral claims held by the Company.




Working Capital




As at April 30, 2014, the Company had a working capital deficit of $716,619 compared to a working capital of $94,253 as at April 30, 2013.  The decrease in working capital of $810,872 was mainly due to increased amounts due to related parties and decreased cash and cash equivalents, fair value of marketable securities, amounts receivable and prepaid expenses.




Results of Operations for the fiscal year ended April 30, 2013 compared to the fiscal year ended April 30, 2012




For the year ended April 30, 2013, the Company reported a net loss of $11,674,061 or $0.18 per common share, compared to a net loss of $11,977,829 or $0.24 per common share for the year ended April 30, 2012.




Expenses




Total expenses for the current year were $5,869,734 or $5,882,200 lower than for fiscal 2012 as a direct result of decreases in exploration and evaluation expense, consulting fees, office and administration expenses, investor relation expenses, director fees, legal expenses, management fees, share-based compensation, travel expenses and transfer agent and filing fees.  The decrease in these expenses was partially offset by increases in audit and accounting expenses, project development costs, rent, and wages and salaries.




Audit and accounting expenses increased to $124,087 in fiscal 2013 compared to $93,554 in fiscal 2012 due to additional costs attributable to maintaining the Company’s Sarbanes-Oxley (“SOX”) compliance.




Consulting expense of $308,570 (2012 - $612,972), management fees of $411,368 (2012 - $498,890) and salaries and wages of $705,024 (2012 - $556,467) total $1,424,962 for fiscal 2013 (2012 - $1,668,329) which represents a total decrease of $243,367 from the previous year as a result of decreased Company activities and personnel providing services to the Company.




Exploration and evaluation expenses decreased to $2,835,066 in fiscal 2013 compared to $6,630,464 in fiscal 2012 as a direct result of decreased exploration and evaluation activities on all of the Company’s properties.  Exploration and evaluation expenses for fiscal 2013 relate primarily to the CMB Uranium/Vanadium Project and the Juniper Ridge Property.




During fiscal 2013, the Company also recorded an impairment of its exploration and evaluation assets of $6,043,241 related to the Bootheel, Golden Promise and Juniper Ridge projects.




Investor relations expense of $180,786 (2012 - $382,206), legal costs of $35,950 (2012 - $58,692), office and administrative expenses of $167,188 (2012 - $293,315), transfer agent and filing fees of $109,625 (2012 - $178,735) and travel expenses of $48,547 (2012 - $125,089) all decreased compared to fiscal 2012 as a direct result of decreased Company activities and fewer marketing initiatives during fiscal 2013.




Project development costs increased to $66,471 in fiscal 2013 (2012 - $Nil) which relate to due diligence performed by the Company for its Letter of Intent with Wealth Minerals Ltd. for prospective uranium properties in Argentina.  The Letter of Intent with Wealth Minerals Ltd. was terminated in July 2013.




Share-based compensation expense decreased to $626,364 (2012 - $1,974,611) due to a decrease in recognition of share-based compensation expense according to vesting schedules of certain grants issued in 2011 and 2012. This expense had no effect on the Company’s cash flows.








32








Other Income (Expenses)




During the year ended April 30, 2013, the Company recorded an unrealized loss on marketable securities of $173,005 compared to a loss of $701,327 for the year ended April 30, 2012.  The Company also recorded a loss on the disposition of equipment of $39,416 compared to a gain of $1,898 on the disposition of equipment in fiscal 2012.  These other expenses were partially offset by the flow through premium in relation to the flow through shares issued in fiscal 2012 and  attributable to the qualified exploration expenditures incurred in fiscal 2013.  Finance income decreased in fiscal 2013 by $45,971 which relates to interest earned on excess cash on hand.




Exploration and Evaluation Assets




During the year ended April 30, 2013, the Company acquired exploration and evaluation assets of $224,816 compared to acquisitions of $1,411,455 during the year ended April 30, 2012.  During the year ended April 30, 2012, the Company was actively exploring various projects whereas the Company began to reduce its exploration operations during the year ended April 30, 2013 to conserve resources.




Working Capital




As of April 30, 2013, the Company had a working capital surplus of $94,253 compared with $5,466,961 as at April 30, 2012. The decrease of $5,372,708 was mainly due to cash used in operating activities of $4,834,152 and cash used in financing activities of $46,481.




5.B.           Liquidity and Capital Resources




Liquidity – April 30, 2015, April 30, 2014 and April 30, 2013




As of April 30, 2015, the Company had cash and cash equivalents of $2,350,202 (April 30, 2014 - $78,541; April 30, 2013 - $596,450) and working capital of $2,099,399 (April 30, 2014 – working capital deficit of $716,619; April 30, 2013 – working capital of $94,253).  Both the Company’s cash and cash equivalents balance and working capital increased during fiscal 2015 compared to the two previous years as a result of the Company raising $2,965,894 net proceeds from the sale of its common shares and debt restructuring.




For the year ended April 30, 2015, cash used in operating activities amounted to $405,290 (2014 - $502,716; 2013 - $4,834,152).  Cash used in operating activities was consistent for fiscal 2015 and fiscal 2014 as the Company continued to maintain decreased corporate and exploration activities compared to fiscal 2013.




Cash used in investing activities for the year ended April 30, 2015 amounted to $149,690 (2014 - $15,193; 2013 - $30,785 provided by investing activities).  Investing activities for the year ended April 30, 2015 consisted of acquisitions of property and equipment and investment in Voleo, Inc. net of cash provided by the proceeds from the sale of marketable securities held and the sale of property and equipment. Investing activities for the year ended April 30, 2014 consisted of reclamation costs on the Bootheel Property, net of proceeds from the sale of marketable securities.  Investing activities for the year ended April 30, 2013 consisted of reclamation bonds returned to the Company, proceeds from the sale of equipment, net of exploration and evaluation asset acquisitions and equipment acquisitions.




During the year ended April 30, 2015, the Company raised $2,965,894 net proceeds from the sale of its common shares, partially repaid a related party term loan in the amount of $39,253 and provided a security deposit in the amount of $100,000 for net cash from financing activities of $2,826,641. The Company did not incur any cash flows from financial activities during the year ended April 30, 2014.  Financing activities for the year ended April 30, 2013 consisted of share issue costs of $46,481 paid in relation to the previous year’s financing.




Capital Resources




At present the Company has no producing properties and consequently has no current operating income or cash flows. Without additional financing the Company will not be able to fund both its exploration programs and ongoing operations for the next 12 months. The Company intends to finance its future requirements through a combination of debt and/or equity issuance. There is no assurance that the Company will be able to obtain such








33





financings or obtain them on favorable terms.  To date, the Company’s operations, exploration and development activities have been almost entirely financed from equity financings.  The Company will continue to identify financing opportunities in order to provide additional financial flexibility and to continue the development of its property portfolio, meet land claim expenditure requirements and other commitments.  While the Company has been successful raising the necessary funds in the past, there can be no assurance it can do so in the future. The Company currently does not have any material commitments for capital expenditures.




The Company currently is not subject to externally imposed capital requirements.




Financial Instruments




The Company’s financial assets and liabilities are recorded and measured as follows:




Asset or Liability
Category
MeasurementCash and cash equivalents
Fair value through profit or loss
Fair valueMarketable securities
Fair value through profit or loss
Fair valueAvailable-for-sale investment
Available-for-sale
Amortized costReceivables
Loans and receivables
Amortized costReclamation bonds
Held to maturity
Amortized costPayables and accrued liabilities
Other liabilities
Amortized costDue to related parties
Other liabilities
Amortized cost







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




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




Credit risk




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




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




Liquidity risk




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




The Company manages liquidity risk through its capital management as outlined in the notes to the accompanying







34







consolidated financial statements. As a result of financing and debt restructuring completed during the year ended April 30, 2015, management believes the Company has sufficient funds to support ongoing operating expenditures and meet its liabilities as they fall due.




Market Risk




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




(a) Interest rate risk




Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.




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




(b) Price risk




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




(c) Currency risk




The Company’s expenditures are predominantly in Canadian dollars, and any future equity raised is expected to be predominantly in Canadian dollars.  As at April 30, 2015, the Company has accounts payable denominated in US dollars of US$57,081, cash of US$8,249 and reclamation bonds of US$25,800.  A 10% change in the Canadian dollar versus the US dollar would give rise to a gain/loss of approximately $2,791.




Material Commitments




As of the most recent fiscal year end, the Company does not have any material outstanding commitments.




5.C.           Research and Development, Patents and Licenses, etc.




We are a mineral exploration company and do not engage in conventional research and development.  We have not incurred research and development expenses or adopted research on development policies within the last three fiscal years.




5.D.           Trend Information




We are a mineral exploration company.  Consequently, we have no production, sales, or inventory in the conventional sense.  Our financial success will be dependent upon the extent to which we can discover mineralization and the economic viability of developing such properties.  Such development, if initiated, may take years to complete and the amount of resulting income, if any, is difficult to determine with any certainty.  We have no mineral reserves and to date have not produced any revenues.  The sales value of any mineralization discovered by us is largely dependent upon factors beyond our control such as the market value of the metals produced.




Other than as disclosed herein, we are not aware of any trends, uncertainties, demands, commitments or events which are reasonably likely to have a material effect upon our net sales or revenues, income from continuing operations, profitability, liquidity or capital resources, or that would cause reported financial information not necessarily to be indicative of future operating results or financial condition.






35






The major factors that caused significant variations in net loss were the recording of share-based payments expense for stock option vesting and impairment of exploration and evaluation assets based on a periodic review of such assets, both of which have no identifiable trend.




5.E.           Off-Balance Sheet Arrangements




Not applicable




5.F.           Tabular Disclosure of Contractual Obligations




Payments due by periodContractual Obligations
Total

Less than 1 year

1-3 years

3-5 years

more than 5 yearsOperating Lease Obligation
$--

$--

$--

$--

$--Total
$--

$--

$--

$--

$--







5.G.           Safe Harbor




The Company seeks safe harbor for its forward-looking statements contained in Items 5.E and F. See the heading “Cautionary Note Regarding Forward-Looking Statements” above.




ITEM 6.
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES




6.A.           Directors and Senior Management




Name
PositionC. Stewart Wallis 1 2 3
DirectorJay Sujir4
DirectorJim Crawford 3
Chief Executive Officer, President and DirectorKate-Lynn Genzel
Chief Financial OfficerMark Lotz 1 2
DirectorKen Brophy 1 2 3 5
Director


1       Member of Audit Committee.


2       Member of Compensation Committee.


3       Member of Corporate Governance Committee.


4       Mr. Sujir resigned as a Director on February 16, 2015.


5       Mr. Brophy was appointed a Director on February 16, 2015.





We are an exploration stage junior exploration company.  Our needs will be dependent upon our level of exploration programs and financial condition.  From 2006 to 2009, we entered into employment agreements with our senior officers and all of our full-time employees.  In August 2009, we began entering into consulting agreements with our senior management and currently have no consulting agreements or employment agreements in effect with senior management or full-time employees.  On January 1, 2010, we entered into a management services agreement with King & Bay West under which King & Bay West provides shared office, administration and payroll services to the Company and as of January 1, 2010, we do not employ any senior management or staff full-time.  The management services agreement was amended on October 1, 2010 and September 16, 2014.  See Item 7.B – Related Party Transactions and Exhibit 4.8 for a description of this agreement.




Set forth below are brief descriptions of recent employment and business experience of our directors and senior management.




36




C. Stewart Wallis, P.Geo.,was a member of our Board of Directors from June 2003 until July 27, 2008.  Mr. Wallis was re-appointed to our Board of Directors and was appointed President of the Company on March 31, 2009.  On March 1, 2010 Mr. Wallis was appointed as our CEO.  Mr. Wallis resigned as President and CEO of the Company on April 30, 2012.  Up to the time of his resignation as President and CEO of the Company, Mr. Wallis devoted substantially all of his time during a typical work week to our business.  On February 16, 2015, Mr. Wallis was appointed Non-Executive Chairman of the Company.  Mr. Wallis is the President of Sundance Geological Ltd., a private entity owned and controlled by him, which provides geological services, including evaluations and prefeasibility studies, for individuals and mining companies based throughout the world.  Mr. Wallis also serves as President and Director of Logan Resources Ltd.  He received his Bachelor of Science Degree in Geology from McMaster University, located in Hamilton, Ontario.  He is a member of the Association of Professional Engineers and Geoscientists of British Columbia.  Mr. Wallis continues to be a Director of the Company.




Jay Sujir, until his resignation as a Director and Non-Executive Chairman of the Company on February 16, 2015, had been a member of our Board of Directors since February 2003 and was appointed Non-Executive Chairman on August 29, 2013.  Mr. Sujir is currently the Chairman of the Board of Directors of Sunward Resources Ltd.  Mr. Sujir also serves on the boards of directors of Cannon Point Resources Ltd., Carlin Gold Corporation, Excelsior Mining Corp., NEMI Northern Energy & Mining Inc., Red Eagle Mining Corporation, Roughrider Exploration Limited, Slater Mining Corporation, Sunward Resources Ltd.  and Uracan Resources Ltd.  Mr. Sujir is a securities and natural resource lawyer who has experience with advising and assisting public companies.   He obtained his B.A. from the University of Victoria, in Victoria, British Columbia, in 1981 and obtained his LL.B. from the University of Victoria in 1985.   He has been a lawyer in the law firm of Anfield Sujir Kennedy & Durno LLP and its predecessor firm since August 1986 and has been a partner of that firm since 1991.




Jim Crawford was appointed President and Chief Executive Officer of the Company on June 7, 2013 and was elected as a Director of the Company on August 29, 2013.  He has also served as our Vice President, Corporate Development since September 2012.  Mr. Crawford devotes 50% of his time during a typical work week to our business.  Mr. Crawford has over 15 years’ experience in international mineral exploration and prior to joining the Company, he held a number of corporate and field-based positions including Manager, Investor Relations for Peregrine Diamonds; Field Manager for Kennecott Canada Exploration’s Western Canadian Coal Project; and Senior Mineralogist for Golden Star Resources in their Georgetown, Guyana office.  Mr. Crawford holds an MBA in finance from Pepperdine University and an M.Sc. in geology from Queen’s University.




Kate-Lynn Genzel was appointed our Chief Financial Officer on January 13, 2014.  Ms. Genzel began her career at a mid-sized accounting firm where she provided accounting, audit, tax and advisory services to both public and private entities, focussing on junior resource companies publically listed in Canada and the United States.  Ms. Genzel received her Chartered Accountant (CA) designation in November 2012 and is a member of the Institute of Chartered Accountants of British Columbia.  Ms. Genzel received her Bachelor of Commerce (Honours) degree from the Sauder School of Business at the University of British Columbia in May 2010.




Mark Lotz joined our Board of Directors on April 1, 2014.  Mr. Lotz is a Chartered Accountant with 18 years of experience primarily in the minerals industry and related securities businesses. He has held CFO positions with several well-known mining and exploration companies including African Queen Mines, Sacre-Coeur Minerals, Ltd., and Prophecy Resources Corp.  He has also served as a senior executive officer for two Vancouver based securities firms and a financial compliance officer for the Vancouver Stock Exchange, the predecessor to the TSX Venture Exchange.  Mr. Lotz received his Chartered Accountant (CA) designation in September 1994 and is a member of the Institute of Chartered Accountants of British Columbia. Mr. Lotz received his Bachelor of Business Administration from Simon Fraser University in June 1989.




Ken Brophy joined our Board of Directors on February 16, 2015.  Mr. Brophy has over 18 years of experience in the mining and energy sectors with a focus on exploration and development stage projects in Canada. His experience within both the mineral exploration and energy industries includes Government relations, strategic planning for Environmental Assessments and sustainability requirements, which include regulatory compliance, Aboriginal, community and stakeholder engagement.  Mr. Brophy has been directly involved with the Company’s exploration activities for many years, most recently as the Director of Operations. In this role, he was







37





responsible for all operational related activities including managing procurement obligations (i.e. diamond drilling, aircraft support, etc.), negotiating contracts and agreements, and all remote logistical requirements and maintenance programs. Mr. Brophy was actively involved in the permitting processes, responsible exploration and sustainability stewardship, and the implementation of the Company’s Health, Safety and Environment policies and procedures.




There are no family relationships between any of the Directors or senior management. There are no arrangements or understandings with major shareholders, customers, suppliers or others, pursuant to which any person referred to above was selected as a Director or member of senior management.




6.B.           Compensation




Compensation of Executive Officers and Directors




The following table sets out the compensation information for the fiscal year ended April 30, 2015, for our directors and executive officers.




Compensation of Executive Officers/Directors in Fiscal 2015





Name and

Principal Position
FiscalYear
Annual CompensationSalary

($)
Bonus

($)
Other Annual Compensation

($)Securities Under Options Granted (#)
Option Exercise Price
Option Expiration DateStewart Wallis

Director
2015
--
--
--

--
--
--Jay Sujir 1

Director
2015
--
--
--

--
--
--Jim Crawford

Chief Executive Officer, President and Director
2015
--
--
--

--
--
--Kate-Lynn Genzel

Chief Financial Officer
2015
--
--
--

--
--
--Mark Lotz

Director
2015
--
--
--

--
--
--Ken Brophy 2

Director
2015
--
--
--

--
--
--




1
Mr. Sujir resigned as a director effective February 16, 2015.


2
Mr. Brophy was appointed a director effective February 16, 2015.





Director Compensation




From May 1, 2011 until April 30, 2013, the Company had a formal director compensation program under which non-executive directors of the Company received an annual board retainer of $20,000 and a fee of $1,500 for each Board meeting attended, the Chair of the Audit Committee received an annual fee of $6,000 and each of the Chairs of the Compensation and other Committees of the Board received an annual fee of $2,500.  Each of the aforementioned fees was paid quarterly.In light of financial conditions faced by the Company, the Company cancelled its director compensation program in fiscal 2014.




Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of the Board of Directors.  The Board of Directors may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director.  Directors are also eligible to receive options to purchase Common Shares pursuant to the terms of the Company’s Stock Option Plan.




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Employment and Consulting Agreements




Currently, the Company does not have any employment or consulting agreements with executive officers or directors.





Post-Employment Compensation





No funds were set aside or accrued by us during fiscal 2015 to provide pension, retirement or similar benefits for Directors, Executive Officers or Senior Management.




Other than as described above, we do not have any plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control, where the value of such compensation would exceed US$60,000 per person.




6.C.           Board Practices




The Board of Directors presently consists of four directors, three of whom were elected at our annual general meeting of shareholders held on December 1, 2014 and one of whom was appointed a Director on February 16, 2015.  The directors have served in their respective capacities since their election and/or appointment and will serve until the next annual general meeting or until a successor is duly elected, unless the office is vacated in accordance with our Articles. The Board of Directors appoints senior management who serve at the discretion of the Board of Directors.




The following table indicates the date on which each of our directors was appointed a director of our company:




Name of Director
Director sinceStewart Wallis1
March 31, 2009Jim Crawford
August 29, 2013Mark Lotz
April 1, 2014Ken Brophy
February 16, 2015




1
Mr. Wallis served as a director from June 19, 2003 to July 29, 2008.  He was re-appointed as a director on March 31, 2009.







There are no service contracts with the Directors providing for benefits upon termination of employment.




Board of Director Committees




Audit Committee




We have an Audit Committee, which recommends to the Board of Directors the engagement of our independent auditors and reviews with the independent auditors the scope and results of our audits, our internal accounting controls, and the professional services furnished to us by our independent auditors.  The following disclosure is required pursuant to National Instrument 52-110 (“NI 52-110”) adopted by the Canadian Securities Administrators.




The Audit Committee's Charter




Following is a copy of the charter of our audit committee:




Purpose




The Audit Committee (the “Committee”) is a committee of and appointed by the Board of Directors (the “Board”) of Jet Metal Corp. (the “Corporation”) to assist the Board in fulfilling its oversight responsibilities relating to financial accounting and reporting process and internal controls for the Corporation. The Committee’s primary duties and responsibilities are to:






39






·
conduct such reviews and discussions with management and the external auditors relating to the audit and financial reporting as are deemed appropriate by the Committee;


·
assess the integrity of internal controls and financial reporting procedures of the Corporation and ensure implementation of such controls and procedures;


·
ensure that there is an appropriate standard of corporate conduct including, if necessary, adopting a corporate code of ethics for senior financial personnel;


·
review the quarterly and annual financial statements and management’s discussion and analysis of the Corporation’s financial position and operating results and report thereon to the Board for approval of same;


·
select and monitor the independence and performance of the Corporation’s external auditors, including attending at private meetings with the external auditors and reviewing and approving all renewals or dismissals of the external auditors and their remuneration;


·
establish procedures for the receipt of complaints and submissions relating to accounting matters;


·
except as set forth below, pre-approve all audit and non-audit services provided by the Corporation’s external auditors; and


·
provide oversight to related party transactions entered into by the Corporation.




The Committee has the authority to conduct or authorize any investigation appropriate to its responsibilities, and it may request the external auditors, as well as any officer of the Corporation, or outside counsel for the Corporation, to attend a meeting of the Committee or to meet with any members of, or advisors to, the Committee to provide pertinent information as necessary.  The Committee shall have unrestricted access to the books and records of the Corporation and has the authority to retain, at the expense of the Corporation, special legal, accounting, or other consultants or experts to assist in the performance of the Committee’s duties.




The Committee shall review and assess the adequacy of this Charter annually and submit any proposed revisions to the Board for approval.




In fulfilling its responsibilities, the Committee will carry out the specific duties set out in Part IV of this Charter.




Authority of the Audit Committee




The Committee shall have the authority to:




(a)           engage independent counsel and other advisors as it determines necessary to carry out its duties;




(b)           set and pay the compensation for advisors employed by the Committee;




(c)           communicate directly with the internal and external auditors.




Composition and Meetings




1.
The Committee and its membership shall meet all applicable legal, regulatory and listing requirements, including, without limitation, those of the British Columbia Securities Commission, the TSX Venture Exchange, the U.S. Securities and Exchange Commission, OTCQB, the Business Corporations Act (British Columbia) and all applicable securities regulatory authorities.




2.
The Committee shall be composed of three or more directors as shall be designated by the Board from time to time. The members of the Committee shall appoint from among themselves a member who shall serve as Chair.




3.
Each member of the Committee shall be “independent” and “financially literate”, for the purposes of Multilateral Instrument 52-110 (“MI 52-110”), as it may be amended from time to time.  MI 52-110 currently provides that a member is independent if the member has no direct or independent material relationship with the Corporation.  A “material” relationship is one which could, in the view of the Board, be reasonably expected to interfere with the exercise of a member’s judgment. There are certain relationships that are, however, deemed to be “material” under MI 52-110.  In assessing a proposed nominee to the Committee, the Board shall refer to MI 52-110 and any other requirements or guidelines under applicable securities laws and any stock exchanges on which the Corporation’s securities are listed.






40






4.
The Committee shall meet at least quarterly, at the discretion of the Chair or a majority of its members, as circumstances dictate or as may be required by applicable legal or listing requirements. A minimum of two and at least 50% of the members of the Committee present either in person or by telephone shall constitute a quorum.




5.
If within one hour of the time appointed for a meeting of the Committee, a quorum is not present, the meeting shall stand adjourned to the same hour on the next business day following the date of such meeting at the same place. If at the adjourned meeting a quorum as hereinbefore specified is not present within one hour of the time appointed for such adjourned meeting, such meeting shall stand adjourned to the same hour on the second business day following the date of such meeting at the same place. If at the second adjourned meeting a quorum as hereinbefore specified is not present, the quorum for the adjourned meeting shall consist of the members then present.




6.
If and whenever a vacancy shall exist, the remaining members of the Committee may exercise all of its powers and responsibilities so long as a quorum remains in office.




7.
The time and place at which meetings of the Committee shall be held, and procedures at such meetings, shall be determined from time to time by, the Committee. A meeting of the Committee may be called by letter, telephone, facsimile, email or other communication equipment, by giving at least 48 hours notice, provided that no notice of a meeting shall be necessary if all of the members are present either in person or by means of conference telephone or if those absent have waived notice or otherwise signified their consent to the holding of such meeting.




8.
Any member of the Committee may participate in the meeting of the Committee by means of conference telephone or other communication equipment, and the member participating in a meeting pursuant to this paragraph shall be deemed, for purposes hereof, to be present in person at the meeting.




9.
The Committee shall keep minutes of its meetings which shall be submitted to the Board. The Committee may, from time to time, appoint any person who need not be a member, to act as a secretary at any meeting.




10.
The Committee may invite such officers, directors and employees of the Corporation and its subsidiaries as the Committee may see fit, from time to time, to attend at meetings of the Committee.




11.
Any matters to be determined by the Committee shall be decided by a majority of votes cast at a meeting of the Committee called for such purpose. Actions of the Committee may be taken by an instrument or instruments in writing signed by all of the members of the Committee, and such actions shall be effective as though they had been decided by a majority of votes cast at a meeting of the Committee called for such purpose. All decisions or recommendations of the Committee shall require the approval of the Board prior to implementation.




The Committee members will be elected annually at the first meeting of the Board following the annual general meeting of shareholders.




Responsibilities




Financial Accounting and Reporting Process and Internal Controls




1.
The Committee shall review the annual audited financial statements and interim financial statements of the Corporation to satisfy itself that they are presented in accordance with applicable generally accepted accounting principles (“IFRS” as required) and report thereon to the Board and recommend to the Board whether or not same should be approved prior to their being filed with the appropriate regulatory authorities.  The Committee shall also review the interim financial statements of the Corporation. With respect to the annual audited financial statements, the Committee shall discuss significant issues regarding accounting policies, principles, practices, estimates, reserves and judgments of management with management and the external auditors, as and when the Committee deems it appropriate to do so, and shall satisfy itself that the annual audited financial statements are accurate, complete and represent fairly the Corporation’s financial position and performance and that the audit function has been effectively carried out.  If desirable, the Committee may engage the Corporation’s external auditors to carry out a review of the interim financial statements.






41






2.
The Committee shall review management’s discussion and analysis relating to the Corporation’s annual and interim financial statements (“MD&A”) MD&A and any other public disclosure documents, including annual and interim earnings press releases, required to be reviewed by the Committee under any applicable laws before the Corporation publicly discloses this information or files this information with securities regulatory authorities.




3.
The Committee shall be satisfied that adequate procedures are in place for the review of the Corporation’s public disclosure of financial information extracted or derived from the Corporation’s annual and interim financial statements, MD&A and annual and interim earnings press releases, and periodically assess the adequacy of these procedures.




4.
The Committee shall review the annual budget.




5.
The Committee shall review any internal control reports prepared by management and the evaluation of such reports by the external auditors, together with management’s response.




6.
The Committee shall evaluate whether management is setting the appropriate “control culture” by communicating the importance of internal control and the management of risk and ensuring that all employees have an understanding of their roles and responsibilities.




7.
The Committee shall consider how management is held to account for security of computer systems and applications, and the contingency plans for processing financial information in the event of a systems breakdown.




8.
The Committee shall review, in consultation with the external auditors, the integrity of the Corporation’s financial reporting processes, both internal and external.




9.
The Committee shall consider the external auditors’ judgments about the quality and appropriateness, not just the acceptability, of the Corporation’s accounting principles and financial disclosure practices, as applied in its financial reporting, particularly about the degree of aggressiveness or conservatism of its accounting principles and underlying estimates and whether those principles are common practices or are minority practices.




10.
The Committee shall meet no less frequently than annually with the external auditors and the Chief Financial Officer or, in the absence of a Chief Financial Officer, with the officer of the Corporation in charge of financial matters, to review accounting practices, internal controls and such other matters as the Committee, Chief Financial Officer or, in the absence of a Chief Financial Officer, the officer of the Corporation in charge of financial matters, deem appropriate.




11.
The Committee shall consider and approve, if appropriate, major changes to the Corporation’s accounting principles and practices as suggested by management with the concurrence of the external auditor and ensure that the management’s reasoning is described in determining the appropriateness of changes in accounting principles and disclosure.




12.
The Committee shall inquire of management and the external auditors about significant risks or exposures, both internal and external, to which the Corporation may be subject and assess the steps management has taken to minimize such risks, including by obtaining the external auditors’ opinion of how effectively such risks are being managed or controlled.






42






13.
The Committee shall review the post-audit or management letter containing the recommendations of the external auditors and management’s response and subsequent follow-up to any identified weaknesses.




14.
The Committee shall provide oversight to related party transactions entered into by the Corporation.




15.
The Committee shall review policies and procedures with respect to officers’ expense accounts and management perquisites and benefits, including their expenditures related to executive travel and entertainment, and review the results of the procedures performed in these areas by the external auditor, based on terms of reference agreed upon by the external auditor and the Committee.




Independent Auditors




1.
The Committee shall recommend to the Board the external auditors to be nominated, for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for the Corporation, and the compensation of the external auditors.




2.
The Committee shall instruct the external auditors to report directly to the Committee and ensure that significant findings and recommendations made by the external auditors are received and discussed by the Committee on a timely basis.




3.
The Committee shall be directly responsible for overseeing the work of the external auditors, including the resolution of disagreements between management and the external auditors regarding financial reporting, and shall review the performance of the external auditors and approve any proposed discharge of the external auditors when circumstances warrant.




4.
The Committee shall periodically consult the external auditors out of the presence of management about any matters that the Committee or the external auditors believes should be discussed privately, including, without limitation, significant risks or exposures, internal controls and other steps that management has taken to control such risks, and the fullness and accuracy of the Corporation’s financial statements.  Particular emphasis should be given to the adequacy of internal controls to expose any payments, transactions or procedures that might be deemed illegal or otherwise improper.




5.
Except as otherwise indicated in this Charter, the Committee shall pre-approve all audit and non-audit services not prohibited by Canadian securities laws and regulations to be provided by the external auditors and delegate, if desirable, to one or more of its members the authority to pre-approve any such audit or permitted non-audit services, provided that any such pre-approval is presented to the Committee at its next scheduled meeting following the pre-approval.




6.
The Committee shall monitor and assess the relationship between management and the external auditors, including reviewing any management letters or other reports of the external auditors and discussing and resolving any material differences of opinion between management and the external auditors.




7.
The Committee shall monitor, review, confirm and discuss with the external auditors, on an annual basis, all significant relationships the external auditors have with the Corporation and the range of services provided to determine the independence and objectivity of the external auditors.




8.
Prior to the audit, the Committee shall review the external auditors’ audit plan, including the scope, procedures, timing and staffing of the audit, and the Committee may authorize the external auditors to perform supplemental reviews or audits as the Committee may deem desirable.




9.
The Committee shall review with the external auditors the results of the annual audit and, if applicable, the results of the quarterly review, including matters related to the conduct of the audit and the review, as the case may be.




10.
The Committee shall obtain timely reports from the external auditors describing critical accounting policies and practices, alternative treatments of information within IFRS that were discussed with management, their ramifications, and the external auditors’ preferred treatment and material written communications between the Corporation and the external auditors.




43




11.
The Committee shall review fees paid by the Corporation to the external auditors and other professionals in respect of audit and non-audit services on an annual basis.




12.
The Committee shall review and approve the Corporation’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditors of the Corporation.




Process Improvement




1.
The Committee shall establish regular and separate systems of reporting to the Committee by each of management and the external auditors regarding any significant judgments made in management’s preparation of the financial statements and the view of each as to appropriateness of such judgments.




2.
Following completion of the annual audit and quarterly reviews (if applicable), the Committee shall review separately with each of management and the external auditors any significant changes to planned procedures, any difficulties encountered during the course of the audit and reviews, including any restrictions on the scope of work or access to required information and the cooperation that the external auditors received during the course of the audit and reviews.




3.
The Committee shall review and resolve any significant disagreements among management and the external auditors in connection with the preparation of the financial statements and, where there are significant unsettled issues, the Committee shall ensure that there is an agreed course of action for the resolution of such matters.




4.
The Committee shall review with the external auditor and management significant findings during the year and the extent to which changes or improvements in financial or accounting practices, as approved by the Committee, have been implemented. This review should be conducted at an appropriate time subsequent to implementation of changes or improvements, as decided by the Committee.




Ethical and Legal Compliance




1.
The Committee shall establish procedures for the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters.




2.
The Committee shall review the effectiveness of the system for monitoring compliance with laws and regulations and the results of management’s investigation and follow-up of any non-compliance.




3.
The Committee shall review management’s monitoring of the Corporation’s system that is in place to ensure that the Corporation’s financial statements, reports and other financial information disseminated to governmental organizations and the public satisfy legal requirements.




4.
The Committee shall ensure that there is an appropriate standard of corporate conduct including, if necessary, adopting a corporate code of ethics for senior financial personnel.




5.
The Committee shall obtain regular updates from management and others, including internal and external auditors and legal counsel, concerning the Corporation’s compliance with financial related laws and regulations such as tax and financial reporting laws and regulations, legal withholding requirements, occupational health and safety laws and personal information and protection of privacy laws.






44




6.
The Committee shall be satisfied that all regulatory compliance matters have been considered in the preparation of financial statements.




7.
The Committee shall review the findings of any examination by regulatory agencies.




Other Responsibilities




While the Committee has the responsibilities and duties set out in this Charter, it is not the duty of the Committee to plan or conduct audits, to prepare or audit financial statements or to design or implement an effective system of internal controls.  Such matters are the responsibility of management and the internal and external auditors of the Corporation, as the case may be. In addition to the responsibilities and duties of the Committee set out in this Charter, the Committee shall perform any other activities consistent with this Charter and all applicable legal, regulatory and listing requirements (including those of the applicable securities regulatory authorities and the stock exchanges on which the Corporation’s securities are listed), as the Committee or the Board deems necessary or appropriate.




Procedures for Receipt of Complaints and Submissions




Relating to Accounting Matters




1.
The Corporation shall inform employees on the Corporation’s intranet, if there is one, or via a newsletter or e-mail that is disseminated to all employees at least annually, of the individual (the “Complaints Officer”) designated from time to time by the Committee to whom complaints and submissions can be made regarding accounting, internal accounting controls or auditing matters or issues of concern regarding questionable accounting or auditing matters.




2.
The Complaints Officer shall be informed that any complaints or submissions so received must be kept confidential and that the identity of employee(s) making complaints or submissions shall be kept confidential and shall only be communicated to the Committee or the Chair of the Committee.




3.
The Complaints Officer shall be informed that he or she must report to the Committee as frequently as such Complaints Officer deems appropriate, but in any event no less frequently than on a quarterly basis prior to the quarterly meeting of the Committee called to approve interim and annual financial statements of the Corporation.




4.
Upon receipt of a report from the Complaints Officer, the Committee shall discuss the report and take such steps as the Committee may deem appropriate.




The Complaints Officer shall retain a record of a complaint or submission received for a period of six years following resolution of the complaint or submission.




Procedures for Approval of Non-Audit Services




1.
The Corporation’s external auditors shall be prohibited from performing for the Corporation the following categories of non-audit services:




(a)
bookkeeping or other services related to the Corporation’s accounting records or financial statements;




(b)
financial information systems design and implementation;




(c)
appraisal or valuation services, fairness opinion or contributions-in-kind reports;




(d)
actuarial services;




(e)
internal audit outsourcing services;




(f)
management functions;




(g)
human resources;




(h)
broker or dealer, investment advisor or investment banking services;




(i)
legal services;






45






(j)
expert services unrelated to the audit; and




(k)
any other service that the Canadian Public Accountability Board or any other applicable regulatory authority determines is impermissible.




2.
In the event that the Corporation wishes to retain the services of the Corporation’s external auditors for tax compliance, tax advice or tax planning, the Chief Financial Officer of the Corporation shall consult with the Chair of the Committee, who shall have the authority to approve or disapprove on behalf of the Committee, such non-audit services in accordance. All other non-audit services shall be approved or disapproved by the Committee as a whole as set forth herein.




3.
The Chief Financial Officer of the Corporation shall maintain a record of non-audit services approved by the Chair of the Committee or the Committee for each fiscal year and provide a report to the Committee no less frequently than on a quarterly basis.




Composition of the Audit Committee




The current members of our Audit Committee are Ken Brophy, Stewart Wallis and Mark Lotz.  Each of Mr. Brophy and Mr. Lotz is an independent director and financially literate.  Mr. Wallis is not considered independent due to his serving as Chief Executive Officer and President of the Company until his resignation on April 30, 2012.  Mr. Wallis is financially literate.




Relevant Education and Experience




Stewart Wallis.  Mr. Wallis is the President of Sundance Geological Ltd., a private entity owned and controlled by him, which provides geological services, including evaluations and prefeasibility studies, for individuals and mining companies based throughout the world.  Mr. Wallis also serves as President and Director  and as a member of the audit committees of Logan Resources Ltd.   He received his Bachelor of Science Degree in Geology from McMaster University, located in Hamilton, Ontario.  His is a member of the Association of Professional Engineers and Geoscientists of British Columbia.




Mark Lotz.  Mr. Lotz is a Chartered Accountant with 18 years of experience primarily in the minerals industry and related securities businesses. He has held CFO positions with several well-known mining and exploration companies including African Queen Mines, Sacre-Coeur Minerals, Ltd., and Prophecy Resources Corp.  He has also served as a senior executive officer for two Vancouver based securities firms and a financial compliance officer for the Vancouver Stock Exchange, the predecessor to the TSX Venture Exchange.  Mr. Lotz received his Chartered Accountant (CA) designation in September 1994 and is a member of the Institute of Chartered Accountants of British Columbia. Mr. Lotz received his Bachelor of Business Administration from Simon Fraser University in June 1989.




Ken Brophy. Mr. Brophy is the President of Accession Management and Consulting Ltd., a private entity owned and controlled by him, which provides operational and sustainable development services, for mining companies predominately based in North America.  Mr. Brophy also serves on the board of directors and audit committee of Golden Raven Resources Ltd.  He is currently Vice President, Sustainable Development for Ram River Coal Corp., a private entity based in Vancouver.  From April 2004 to September 2009, Mr. Brophy also served as Director of Operations for the Company.




Reliance on Certain Exemptions




At no time since the commencement of the Company’s most recently completed financial year, has the Company relied on any of the exemptions contained in the followings sections of NI 52-110: section 2.4 (De Minimis Non-audit Services), section 3.2 (Initial Public Offerings), section 3.4 (Events Outside Control of Member), section 3.5 (Death, Disability or Resignation of Audit Committee Member) or an exemption from NI 52-110, in whole or in part, granted under Part 8 (Exemptions) of NI 52-110.






46




Reliance on Exemption in Subsection 3.3(2) or Section 3.6




At no time since the commencement of the Company’s most recently completed financial year, has the Company relied on any of the exemptions contained in the followings sections of NI 52-110: subsection 3.3(2) (Controlled Companies) or section 3.6 (Temporary Exemption for Limited and Exceptional Circumstances).




Reliance on Section 3.8




At no time since the commencement of the Company’s most recently completed financial year, has the Company relied on section 3.8 (Acquisition of Financial Literacy) of NI 52-110.




Audit Committee Oversight




At no time since the commencement of the Company’s most recently completed financial year, has the Company’s Board of Directors failed to adopt a recommendation of the Audit Committee to nominate or compensate an external auditor.




Pre-Approval Policies and Procedures




All services to be performed by our auditor must be approved in advance by the Audit Committee. The Audit Committee has considered whether the provision of services other than audit services is compatible with maintaining the auditors’ independence and has adopted a policy governing the provision of these services. This policy requires the pre-approval by the Audit Committee of all audit and non-audit services provided by the external auditor, other than anyde minimis non-audit services allowed by applicable law or regulation.




Pre-approval from the Audit Committee can be sought for planned engagements based on budgeted or committed fees. No further approval is required to pay pre-approved fees. Additional pre-approval is required for any increase in scope or in final fees.




External Auditor Service Fees




See Item 16.C. Principal Accountant Fees and Services.




Compensation Committee




We have established a Compensation Committee, which currently consists of Stewart Wallis, Mark Lotz and Ken Brophy.  The Compensation Committee does not operate pursuant to a written charter.




The mandate established for the Compensation Committee is for the purposes of:




1.
considering appropriate levels of compensation for our directors and officers and making recommendations to the Board as to the remuneration and other compensation to be provided to our Directors, the President and our other officers; and




2.
carrying out periodic performance assessments of the President and CEO.




6.D.           Employees




The following table sets out the number of full-time employees who worked for us at the end of the last three completed fiscal years as well as the maximum number of temporary workers who worked for us during each fiscal year:






47






Fiscal year ended
Number of Full Time Employees at the end of the fiscal year
Maximum number of Temporary Workers during the fiscal yearApril 30, 2015
0(1)
0(1)April 30, 2014
0(1)
0(1)April 30, 2013
0(1)
0(1)





1
Pursuant to the Management Services Agreement with King & Bay West dated September 16, 2014, King & Bay West provides shared office, administration and payroll services to the Company. See Item 7.B – Related Party Transactions and Exhibit 4.8 for a description of this agreement. As such, the Company no longer employs any full-time staff or temporary staff.





6.E.           Share Ownership




The following table presents the beneficial ownership of the directors and those persons named in Item 6.B Compensation above as of April 30, 2015.  As of August 19, 2015, we had 28,218,451 common shares issued and outstanding.  The number of common shares beneficially owned by the persons listed below includes those securities exercisable into common shares within 60 days of August 19, 2015.




Name
Number of

Common Shares
Percent of Outstanding Common SharesStewart Wallis
203,1501
*Jay Sujir 2
N/A
*Jim Crawford
0
*Kate-Lynn Genzel
0
*Mark Lotz
0
*Ken Brophy 3
211,630 4
*Directors and Executive Officers as a group
414,780
*





*           Indicates less than one percent.


1
Includes warrants to purchase 100,000 common shares exercisable within 60 days of August 19, 2015.


2
Mr. Sujir resigned as a director effective February 16, 2015.


3
Mr. Brophy was appointed a director on February 16, 2015.


4
Includes options to purchase 11,000 common shares and warrants to purchase 100,000 common shares exercisable within 60 days of August 19, 2015.





The following table presents the stock options granted to the aforementioned persons and unexercised as of August 19, 2015.  The stock options are for common shares.




Name
Date of Grant
Number of Underlying Common Shares
Vested 1
Exercise Price
Expiration DateStewart Wallis

0
0Jay Sujir 2

0
0Jim Crawford

0
0Kate-Lynn Genzel

0
0Mark Lotz

0
0Ken Brophy3
Apr. 24, 2012

Dec. 21, 2010
1,000

10,000
1,000

10,000
$3.80

$14.40
Apr. 24, 2017

Dec. 21, 2015















48





1
Includes those options that are exercisable within 60 days of August 19, 2015.
 2
Mr. Sujir ceased to be a director on February 16, 2015 and all options held by him have been cancelled,
 3
Mr. Brophy was appointed a director on February 16, 2015





We do not have any arrangements for involving our employees in our capital.  We do not have a share purchase plan or dividend reinvestment plan for our directors, officers and employees.  However, we will, from time to time, grant individual stock options to our directors, officers or employees as an incentive pursuant to our stock option plan.




Stock Option Plan




We may grant stock options to directors, senior management and employees pursuant to our stock option plan dated January 2, 2014 (the “Plan”).  Under the Plan, we may grant stock options to purchase up to a maximum of 10% of the common shares issued and outstanding from time to time.  As at May 1, 2014, the beginning of the fiscal year ended April 30, 2015, there were 315,591 common shares available for grant and 2,795,845 common shares available for grant under the Plan as at April 30, 2015. During the fiscal year ended April 30, 2015, no stock options were granted.  During the fiscal year ended April 30, 2015, no stock options to purchase common shares were exercised and stock options to purchase an aggregate of 316,213 common shares were cancelled or expired.




ITEM 7.  MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS




7.A.           Major Shareholders




Other than as set forth below, to the knowledge of the directors and senior officers of the Company, as at August 19, 2015 no person beneficially owns or controls, directly or indirectly, 5% or more of the Company’s issued and outstanding common shares:




·
Mark J. Morabito (“Morabito”) is the beneficial owner, directly and indirectly, of 2,979,971 common Shares representing approximately 10.56% of the issued and outstanding common shares.




·
KCR, LLC (“KCR”) is the beneficial owner of 2,665,000 common shares representing approximately 9.41% of the issued and outstanding common shares.




·
Morabito Family Trust (“MFT”) is the beneficial owner of 2,000,000 Common Shares representing approximately 7.09% of the issued and outstanding common shares.




At May 1, 2012, Morabito or entities controlled by him held 135,480 common shares or 2.1% of the then issued and outstanding common shares.  From May 1, 2012 to April 30, 2014, Morabito or entities controlled by him acquired and disposed of common shares over the public market.  As at April 30, 2014, Morabito or entities controlled by him held 6,220 common shares or less than one-tenth of one percent of the then issued and outstanding common shares.   The issuance in fiscal 2015 of 2,973,751 common shares to Morabito or entities controlled by him, resulted in a significant change to the percentage ownership held by Morabito during the past three years.




Other than the issuance in fiscal 2015 of the above-noted common Shares to KCR and MFT, respectively, there have been no significant changes to the percentage ownership held by either KCR or MFT during the past three years.




All of our Common Shares, both, issued and unissued, are common shares of the same class and rank equally as to dividends, voting powers and participation of powers.  Accordingly, there are no special voting powers held by our major shareholders.




On August 19, 2015, we had 28,218,451 common shares issued and outstanding to approximately 282 shareholders of record.  We believe that the number of beneficial owners is substantially greater than the number of record holders because a large portion of our outstanding common shares are held in broker “street” names for the benefit of individual investors or other nominees.  Management believes that there are 85 shareholders of record located in





49








the U.S., who own an aggregate of approximately 17.34% of our outstanding common shares.  In addition to these record holders there may be more persons located in the U.S. holding our common shares in “street” name.




We are a publicly owned Canadian corporation, with shareholders in Canada, the United States and other foreign jurisdictions.  We are not controlled by any foreign government or other person.  We are not aware of any arrangements that would result in a change of control of our company.




7.B.           Related Party Transactions




Other than as disclosed below, for the year ended April 30, 2015 and the period from May 1, 2015 to the date of this annual report, we have not entered into any transactions or loans between us and any: (a) enterprises that directly or indirectly through one or more intermediaries, control or are controlled by, or are under common control with, us; (b) associates; (c) individuals owning, directly or indirectly, an interest in the voting power of us that gives them significant influence over us, and close members of any such individuals' family; (d) key management personnel and close members of such individuals' families; or (e) enterprises in which a substantial interest in the voting power is owned, directly or indirectly, by any person described in (c) or (d) or over which such a person is able to exercise significant influence.




During the year ended April 30, 2015, the Company had the following transactions with related parties:




·
In January 2010, the Company entered into a contract with King & Bay West (which was amended on October 1, 2010 and September 16, 2014) with a former director and officer (Mark Morabito) in common, whereby the management company will provide shared office and payroll services to the Company.  During the year ended April 30, 2015, the Company incurred administrative/office costs of $299,470 included in office and administration, wages and salaries, rent, travel, consulting, and investor relations to this management company for such services. In addition, the Company incurred key management personnel wages and salaries of $50,751 provided by King & Bay West.  At April 30, 2015, $312,886 was still owing to this company included in due to related parties.




·
On September 16, 2014, the Company entered into a debt settlement agreement with King & Bay West and MJM Consulting Corp., a private company owned by a former director and officer (Mark Morabito) of the Company (the “Debt Settlement Agreement”).  Under the terms of the Debt Settlement Agreement, King & Bay West agreed to forgive $225,152 payable by the Company, restructure $246,063 payable by the Company into a non-interest bearing two year term loan, and convert $154,187 payable by the Company into 1,027,916 fully paid and non-assessable common shares of the Company.  In addition, MJM Consulting Corp. agreed to convert $91,875 payable by the Company into 612,500 fully paid and non-assessable common shares of the Company.  These common shares were valued at $107,188 and resulted in a loss on settlement of debt in the amount of $15,313. The common shares were issued on December 9, 2014.  During the year ended April 30, 2015, the Company applied payments in the amount of $39,253 to the non-interest bearing two year term loan due to King & Bay West.




·
During the year ended April 30, 2015, the Company provided King & Bay West with a security deposit in the amount of $100,000 in accordance with the management services agreement.




The amounts due to the related parties are non-interest bearing.  With the exception of the term loan payable to King & Bay West, the amounts due to related parties have no fixed terms of repayment. The fair value of the amounts due to related parties approximate fair carrying value due to the short-term nature.




7.C.           Interests of Experts and Counsel




Not applicable






50






ITEM 8.  FINANCIAL INFORMATION




8.A.           Consolidated Statements and Other Financial Information




Financial Statements




Our financial statements are stated in Canadian Dollars and are prepared in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the Company on May 1, 2010.




See our audited financial statements for the fiscal years ended April 30, 2015 and April 30, 2014 included under Item 18 of this annual report.




Dividend Policy




We have not declared or paid any cash dividends on our capital stock.  We do not currently expect to pay cash dividends in the foreseeable future as we anticipate that all available funds will be invested to finance the growth of our business.  The Board of Directors will determine if and when dividends should be declared and paid in the future based upon our financial position at the relevant time.




Legal/Arbitration Proceedings




The Company is not subject to any legal or arbitration proceedings, which may have, or have had in the recent past, significant effects on the Company’s financial position or profitability.




8.B.           Significant Changes




Since April 30, 2015, the date of our most recent financial statements, no significant changes have occurred.




ITEM 9.  THE OFFER AND LISTING




9.A.           Offer and Listing Details




Common Shares




The following table lists the high and low prices for our common shares on the TSX Venture Exchange for the last six months, fiscal quarters for the last two completed fiscal years, and the last five fiscal year ends.  Our common shares have traded on the TSX Venture Exchange since January 20, 2014 and were traded on the Toronto Stock Exchange before that date.




Period

High


LowAugust 1-19, 2015

$
0.115


$
0.08Month ended July 31, 2015

$
0.11


$
0.08Month ended June 30, 2015

$
0.16


$
0.10Month ended May 31, 2015

$
0.14


$
0.10Month ended April 30, 2015

$
0.15


$
0.10Month ended March 31, 2015

$
0.16


$
0.12Month ended February 28, 2015

$
0.16


$
0.12Fiscal quarter ended April 30, 2015

$
0.16


$
0.10Fiscal quarter ended January 31, 2015

$
0.25


$
0.12Fiscal quarter ended October 31, 2014

$
0.31


$
0.15Fiscal quarter ended July 31, 2014

$
0.37


$
0.15Fiscal quarter ended April 30, 2014

$
0.60


$
0.27









51





Period

High


LowFiscal quarter ended January 31, 2015

$
0.25


$
0.12Fiscal quarter ended October 31, 2014

$
0.31


$
0.15Fiscal quarter ended July 31, 2014

$
0.37


$
0.15Fiscal quarter ended April 30, 2014

$
0.60


$
0.27Fiscal quarter ended January 31, 2014

$
0.435


$
0.145Fiscal quarter ended October 31, 2013

$
0.285


$
0.02Fiscal quarter ended July 31, 2013

$
0.08


$
0.02Fiscal year ended April 30, 2015

$
0.37


$
0.10Fiscal year ended April 30, 2014

$
0.60


$
0.02Fiscal year ended April 30, 2013

$
0.45


$
0.05Fiscal year ended April 30, 2012

$
0.99


$
0.35Fiscal year ended April 30, 2011

$
2.80


$
0.42


The following table lists the high and low prices for our common shares on OTCQB for the last six months, fiscal quarters for the last two completed fiscal years, and the last five fiscal years.   Our common shares have traded on OTCQB since July 1, 2013 and were traded on NYSE MKT from May 7, 2007 to July 1, 2013.




Period

High


LowAugust 1-19, 2015

$
0.115


$
0.08Month ended July 31, 2015

$
0.11


$
0.08Month ended June 30, 2015

$
0.16


$
0.10Month ended May 31, 2015

$
0.14


$
0.10Month ended April 30, 2015

$
0.15


$
0.10Month ended March 31, 2015

$
0.16


$
0.12Month ended February 28, 2015

$
0.16


$
0.12Fiscal quarter ended April 30, 2015

$
0.16


$
0.10Fiscal quarter ended January 31, 2015

$
0.25


$
0.12Fiscal quarter ended October 31, 2014

$
0.31


$
0.15Fiscal quarter ended July 31, 2014

$
0.37


$
0.15Fiscal quarter ended April 30, 2014

$
0.60


$
0.27Fiscal quarter ended January 31, 2014

$
0.435


$
0.145Fiscal quarter ended October 31, 2013

$
0.285


$
0.02Fiscal quarter ended July 31, 2013

$
0.08


$
0.02Fiscal year ended April 30, 2015

$
0.37


$
0.10Fiscal year ended April 30, 2014

$
0.60


$
0.02Fiscal year ended April 30, 2013

$
0.45


$
0.05Fiscal year ended April 30, 2012

$
0.99


$
0.35Fiscal year ended April 30, 2011

$
2.80


$
0.42


Warrants




Our Warrants commenced trading on the TSX Venture Exchange on January 19, 2015.  The following table lists the high and low prices for our Warrants on the TSX Venture Exchange for the last six months the fiscal quarters ended January 31, 2015 and April 30, 2015 and the fiscal year ended April 30, 2015.  See “Item 4.A. History and Development of the Company – Introduction” and “Item 10.C. Material Contracts” for a description of the Warrants.




52




Period

High

LowAugust 1-18, 2015

N/A 1

N/A 1Month ended July 31, 2015

$0.05

$0.05Month ended June 30, 2015

N/A 1

N/A 1Month ended May 31, 2015

$0.05

$0.05Month ended April 30, 2015

$0.05

$0.05Month ended March 31, 2015

$0.05

$0.05Month ended February 28, 2015

N/A 1

N/A 1Fiscal quarter ended April 30, 2015

$0.05

$0.05Fiscal quarter ended January 31, 2015

N/A1

N/A 1Fiscal year ended April 30, 2015

$0.05

$0.05




1       No Warrants traded during these periods.




9.B.           Plan of Distribution




Not applicable




9.C.           Markets




Our common shares are listed on the TSX Venture Exchange under the trading symbol “JET”.   Our common shares also trade on OTCQB under the trading symbol “JETMF”.  On January 19, 2015, our Warrants began trading on the TSX Venture Exchange under the trading symbol “JET.WT”.  There are currently no restrictions on the transferability of the common shares or Warrants under Canadian securities laws.




9.D.           Selling Shareholders




Not applicable




9.E.           Dilution




Not applicable




9.F.           Expenses of the Issue




Not applicable




ITEM 10.  ADDITIONAL INFORMATION




10.A.           Share Capital




Not applicable




10.B.           Memorandum and Articles of Association




This information is incorporated by reference to our Form 20-F Registration Statement, “Item 10.  Additional Information—Memorandum and Articles of Association” as filed on April 25, 2006.




10.C.           Material Contracts




We have entered into the following material contracts during the two years immediately preceding the date of this annual report and which are currently in effect:






53






1.
On September 16, 2014, we entered into a Warrant Indenture with Computershare Trust Company of Canada pursuant to which Computershare Trust Company of Canada agreed to act as Warrant Agent with respect to 20,000,000 Warrants issued to accredited investors pursuant to a non-brokered private placement of units (“Units”) for gross proceeds of $3,000,000.  Each Unit comprised one common share and one Warrant, with each Warrant exercisable to acquire one common share at an exercise price of $0.25 for a period of five years following closing of the private placement.  The Warrant Indenture is referenced as Exhibit 4.10 hereto.




10.D.           Exchange Controls




Canada has no system of exchange controls.  There are no Canadian restrictions on the repatriation of capital or earnings of a Canadian public company to non-resident investors.  There are no laws in Canada or exchange restrictions affecting the remittance of dividends, profits, interest, royalties and other payments to non-resident holders of our securities, except as discussed in “10.E. Taxation” below.




There are no limitations under the laws of Canada or in our organizing documents on the right of foreigners to hold or vote our securities, except that the Investment Canada Act may require review and approval by the Minister of Industry (Canada) of certain acquisitions of "control" of us by a "non-Canadian". The threshold for acquisitions of control is generally defined as being one-third or more of the voting shares of our company. "Non-Canadian" generally means an individual who is not a Canadian citizen, or a corporation, partnership, trust or joint venture that is ultimately controlled by non-Canadians.




10.E.           Taxation




Certain Canadian Federal Income Tax Consequences




The discussion under this heading summarizes the principal Canadian federal income tax consequences of acquiring, holding and disposing of shares of the Company’s common stock for a shareholder who at all relevant times, (i) is resident in the U.S., is not resident or deemed to be resident in Canada and has not been or been deemed to be resident in Canada for the purposes of the Income Tax Act (Canada) (the “Canadian Tax Act”) and theCanada-United States Tax Convention (1980), as amended (the “Convention”), (ii) is a “qualifying person” and is the beneficial owner of all dividends paid on the common shares for the purposes of the Convention, (iii) deals at arm's length and is not affiliated with the Company for the purposes of the Canadian Tax Act, and (iv) will acquire and hold the Company’s common shares as capital property for the purposes of the Canadian Tax Act.  Generally, the Company’s common shares will be considered to be capital property to the shareholder provided the shareholder does not hold the common shares in the course of carrying on a business of trading or dealing in securities and has not acquired them in one or more transactions considered to be an adventure or concern in the nature of trade.




This summary does not apply to a shareholder who uses or holds, or is deemed to use or hold, its shares in the Company in connection with carrying on a business in Canada, or to a shareholder that is either an insurer carrying on business in Canada and elsewhere or an “authorized foreign bank” as defined in the Canadian Tax Act.  This summary is based on the current provisions of the Canadian Tax Act, the regulations thereunder in force as of the date hereof (the “Regulations”), all proposals to amend the Canadian Tax Act or the Regulations publicly announced by the federal Minister of Finance (Canada) prior to the date hereof (the “Tax Proposals”), and an understanding of the current published administrative practices of the Canada Revenue Agency.




This summary is not exhaustive of all Canadian federal income tax considerations applicable to a shareholder of the Company and, except for the Tax Proposals, this summary does not take into account or anticipate any changes in the Canadian Tax Act, the Regulations or the administrative or assessing policies of the Canada Revenue Agency, whether by legislative, governmental or judicial decisions or action, nor does this summary take into account provincial, territorial or other foreign tax legislation or considerations, which may differ significantly from those discussed herein.  There can be no assurance that the Tax Proposals will be enacted in the form proposed, or at all.




54




This summary is of a general nature only and is not intended to be, nor should it be considered to be, legal or tax advice to any particular shareholder.  The tax consequences to any particular shareholder will depend on a variety of factors including the shareholder’s own particular circumstances.  Therefore, all shareholders should consult their own tax advisors with respect to their own particular circumstances.




The provisions of the Canadian Tax Act are subject to income tax treaties to which Canada is a party, including the Convention.




Dividends on Common Shares




Under the Canadian Tax Act, a non-resident of Canada is generally subject to Canadian withholding tax at the rate of 25% on dividends paid (including dividends deemed to have been paid) or credited to him or her by a corporation resident in Canada.  The Company is responsible for withholding and remitting this tax. The Convention generally limits the rate of withholding tax on dividends to 15% of the gross amount of such dividends paid to shareholders or, if the shareholder is a company that beneficially owns at least 10% of the voting stock of the payor corporation, 5% of the gross amount of the dividends.




The Convention generally exempts from Canadian income tax dividends paid to a religious, scientific, literary, educational or charitable organization or to an organization constituted and operated exclusively to administer a pension, retirement or employee benefit fund or plan, if the organization is a resident of the U.S. and is exempt from income tax under the laws of the U.S.




Dispositions of Common Shares




Under the Canadian Tax Act, a taxpayer’s capital gain or capital loss from a disposition of a common share of the Company is the amount, if any, by which his or her proceeds of disposition exceed (or are exceeded by, respectively) the aggregate of his or her adjusted cost base of the share and any reasonable expenses of disposition.  The capital gain or loss must be computed in Canadian currency using a weighted average adjusted cost base for identical properties.  One half of the amount, if any, by which capital gains exceed capital losses in a year (a “taxable capital gain”) is included in income for that year.  Where capital losses exceed capital gains in a year, one half of the excess may be deducted from a taxable capital gain realized by the shareholder in the three previous years or in any subsequent year, subject to certain restrictions in the case of a corporate shareholder.




Under the Canadian Tax Act, a non-resident of Canada is subject to Canadian tax on taxable capital gains, and may deduct allowable capital losses, realized on a disposition of “taxable Canadian property”.  Common shares of the Company will be taxable Canadian property of a shareholder at any particular time the common shares are listed on a “designated stock exchange” (which includes the TSX-V) if, at that time or at any time in the five years immediately preceding that time, (i)  25% or more of the issued shares of any class or series in the Company’s capital stock were owned by one or any combination of the shareholder, persons with whom the shareholder did not deal at arm's length, and partnerships in which the shareholder or persons with whom the shareholder did not deal at arm's length hold a membership interest directly or indirectly through one or more partnerships, and (ii) more than 50% of the fair market value of the common shares was derived, directly or indirectly, from one or any combination of real or immovable property situated in Canada,  Canadian resource properties, timber resource properties or options in respect of, or interests in, or for civil law rights in, such properties.  Common shares used in carrying on business in Canada and acquired in certain circumstances will also constitute taxable Canadian property.




The Convention generally relieves U.S. residents who qualify for benefit thereunder from liability for Canadian tax on capital gains derived on a disposition of shares unless the value of the shares is derived principally from real property situated in Canada, including the right to explore for or exploit natural resources and rights to amounts computed by reference to production.




Shareholders should consult their own advisors with respect to the application of the Convention.




55




U.S. Federal Income Tax Considerations




The following is a summary of the anticipated U.S. federal income tax consequences generally applicable to U.S. Holders (as defined below) of the ownership and disposition of Common Shares. This summary addresses only holders who acquire and hold Common Shares as “capital assets” (generally, assets held for investment purposes).




The following summary does not purport to address all U.S. federal income tax consequences that may be relevant to a U.S. Holder as a result of the acquisition, ownership and disposition of Common Shares, nor does it take into account the specific circumstances of any particular holder, some of which may be subject to special tax rules (including, but not limited to, brokers, dealers in securities or currencies, traders in securities that elect to use a mark-to-market method of accounting for securities holdings, tax-exempt organizations, insurance companies, banks, thrifts and other financial institutions, persons liable for alternative minimum tax, persons that hold an interest in an entity that holds the Common Shares, persons that will own, or will have owned, directly, indirectly or constructively 10% or more (by vote or value) of the Common Shares, persons that hold the Common Shares as part of a hedging, integration, conversion or constructive sale transaction or a straddle, or persons whose functional currency is not the U.S. dollar).




This summary is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”), U.S. Treasury regulations, administrative pronouncements and rulings of the United States Internal Revenue Service (the “IRS”) and judicial decisions, all as in effect on the date hereof, and all of which are subject to change (possibly with retroactive effect) and to differing interpretations. Except as specifically set forth below, this summary does not discuss applicable income tax reporting requirements. This summary does not describe any state, local or foreign tax law considerations, or any aspect of U.S. federal tax law other than income taxation (e.g., estate or gift tax or the Medicare contribution tax). U.S. Holders should consult their own tax advisers regarding such matters.




No legal opinion from U.S. legal counsel or ruling from the IRS has been requested, or will be obtained, regarding the U.S. federal income tax consequences of the acquisition, ownership or disposition of Common Shares. This summary is not binding on the IRS, and the IRS is not precluded from taking a position that is different from, and contrary to, the positions taken in this summary. In addition, because the authorities on which this summary is based are subject to various interpretations, the IRS and U.S. courts could disagree with one or more of the positions taken in this summary.




As used in this summary, a “U.S. Holder” is a beneficial owner of Common Shares who, for U.S. federal income tax purposes, is (i) a citizen or individual resident of the United States, (ii) a corporation (or other entity that is classified as a corporation for U.S. federal income tax purposes) that is created or organized in or under the laws of the United States, any State thereof or the District of Columbia, (iii) an estate whose income is subject to U.S. federal income tax regardless of its source, or (iv) a trust if (A) a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust, or (B) the trust has a valid election in effect to be treated as a U.S. person for U.S. federal income tax purposes.





The tax treatment of a partner in a partnership (or other entity or arrangement classified as a partnership for U.S. federal income tax purposes) may depend on both the partnership’s and the partner’s status and the activities of the partnership. Partnerships (or other entities or arrangements classified as a partnership for U.S. federal income tax purposes) that are beneficial owners of Common Shares, and their partners and other owners, should consult their own tax advisers regarding the tax consequences of the acquisition, ownership and disposition of Common Shares.





Passive Foreign Investment Company Rules




A foreign corporation will be considered a passive foreign investment company (“PFIC”) for any taxable year in which (1) 75% or more of its gross income is “passive income” under the PFIC rules or (2) 50% or more of the average quarterly value of its assets produce (or are held for the production of) “passive income.” For this purpose, “passive income” generally includes interest, dividends, rents, royalties, certain gains from the sale of commodities








56





and certain other gains. Interest, dividends, rents and royalties received from a related person (within the meaning of the PFIC rules) are excluded from passive income to the extent such payments are properly allocable to the active income of such related person. Moreover, for purposes of determining if the foreign corporation is a PFIC, if the foreign corporation owns, directly or indirectly, at least 25%, by value, of the shares of another corporation, it will be treated as if it holds directly its proportionate share of the assets and receives directly its proportionate share of the income of such other corporation. If a corporation is treated as a PFIC with respect to a U.S. Holder for any taxable year, the corporation will continue to be treated as a PFIC with respect to that U.S. Holder in all succeeding taxable years, regardless of whether the corporation continues to meet the PFIC requirements in such years, unless certain elections are made.




The determination as to whether a foreign corporation is a PFIC is based on the application of complex U.S. federal income tax rules, which are subject to differing interpretations, and the determination will depend on the composition of the income, expenses and assets of the foreign corporation from time to time and the nature of the activities performed by its officers and employees. The Company believes that it may have been classified as a PFIC for the taxable year ending April 30, 2015, and, based on current business plans and financial expectations, the Company expects that it may be classified as a PFIC for the current taxable year and in future taxable years. However, the Company’s actual PFIC status for the current or any future taxable year is uncertain and cannot be determined until after the end of such taxable year.




If the Company is classified as a PFIC, a U.S. Holder that does not make one of the elections described below would be required to report any gain on the disposition of Common Shares as ordinary income, rather than as capital gain, and to compute the tax liability on such gain and any “Excess Distribution” (as defined below) received in respect of Common Shares as if such items had been earned ratably over the U.S. Holder’s holding period for the Common Shares. The amounts allocated to the taxable year during which the gain is realized or distribution is made, and to any taxable years in such U.S. Holder’s holding period that are before the first taxable year in which the Company is treated as a PFIC with respect to the U.S. Holder, would be included in the U.S. Holder’s gross income as ordinary income for the taxable year of the gain or distribution. The amount allocated to each other taxable year in such U.S. Holder’s holding period would be taxed as ordinary income in the taxable year during which the gain is realized or distribution is made at the highest tax rate in effect for the U.S. Holder in that other taxable year and would be subject to an interest charge as if the income tax liabilities had been due with respect to each such prior year. For purposes of these rules, gifts, exchanges pursuant to corporate reorganizations and use of Common Shares as security for a loan may be treated as a taxable disposition of the Common Shares. An “Excess Distribution” is the amount by which distributions during a taxable year in respect of a Common Share exceed 125% of the average amount of distributions in respect thereof during the three preceding taxable years (or, if shorter, the U.S. Holder’s holding period for the Common Shares).




Certain additional adverse tax rules will apply to a U.S. Holder for any taxable year in which the Company is treated as a PFIC with respect to such U.S. Holder and any of our subsidiaries is also treated as a PFIC (a “Subsidiary PFIC”). In such a case, the U.S. Holder will generally be deemed to own its proportionate interest (by value) in any Subsidiary PFIC and be subject to the PFIC rules described above with respect to the Subsidiary PFIC regardless of such U.S. Holder’s percentage ownership in the Company.




The adverse tax consequences described above may be mitigated if a U.S. Holder makes a timely “qualified electing fund” election (a “QEF election”) with respect to its interest in the PFIC. Consequently, if the Company is classified as a PFIC, it would likely be advantageous for a U.S. Holder to elect to treat the Company as a qualified electing fund (a “QEF”) with respect to such U.S. Holder for the first year in which it holds Common Shares. If a U.S. Holder makes a timely QEF election with respect to the Company, the electing U.S. Holder would be required in each taxable year that the Company is considered a PFIC to include in gross income (i) as ordinary income, the U.S. Holder’s pro rata share of the ordinary earnings of the Company and (ii) as capital gain, the U.S. Holder’s pro rata share of the net capital gain (if any) of the Company, whether or not the ordinary earnings or net capital gain are distributed. An electing U.S. Holder’s basis in Common Shares will be increased to reflect the amount of any taxed but undistributed income. Distributions of income that had previously been taxed will result in a corresponding reduction of basis in the Common Shares and will not be taxed again as distributions to the U.S. Holder.






57






A QEF election made with respect to the Company will not apply to any Subsidiary PFIC; a QEF election must be made separately for each Subsidiary PFIC (in which case the treatment described above would apply to such Subsidiary PFIC). If a U.S. Holder makes a timely QEF election with respect to a Subsidiary PFIC, it would be required in each taxable year to include in gross income its pro rata share of the ordinary earnings and net capital gain of such Subsidiary PFIC, but may not receive a distribution of such income. Such a U.S. Holder may, subject to certain limitations, elect to defer payment of current U.S. federal income tax on such amounts, subject to an interest charge (which would not be deductible for U.S. federal income tax purposes if the U.S. Holder were an individual).




If the Company determines that it, and any subsidiary in which the Company owns, directly or indirectly, more than 50% of such subsidiary’s total aggregate voting power, is likely a PFIC in any taxable year, the Company intends to make available to U.S. Holders, upon request and in accordance with applicable procedures, a “PFIC Annual Information Statement” with respect to the Company and any such subsidiary for such taxable year. The PFIC Annual Information Statement may be used by U.S. Holders for purposes of complying with the reporting requirements applicable to a QEF election with respect to the Company and any Subsidiary PFIC.




The U.S. federal income tax on any gain from the disposition of Common Shares or from the receipt of Excess Distributions may be greater than the tax if a timely QEF election is made. It is recommended that, if the Company were to be classified as a PFIC, a U.S. Holder make a QEF election with respect to the Company and any Subsidiary PFIC.




Alternatively, if the Company were to be classified as a PFIC, a U.S. Holder could also avoid certain of the rules described above by making a mark-to-market election (instead of a QEF election), provided the Common Shares are treated as regularly traded on a qualified exchange or other market within the meaning of the applicable Treasury regulations. However, a U.S. Holder will not be permitted to make a mark-to-market election with respect to a Subsidiary PFIC. U.S. Holders should consult their own tax advisers regarding the potential availability and consequences of a mark-to-market election, as well as the advisability of making a protective QEF election in case the Company is classified as a PFIC in any taxable year.





During any taxable year in which the Company or any Subsidiary PFIC is treated as a PFIC with respect to a U.S. Holder, that U.S. Holder must file IRS Form 8621. U.S. Holders should consult their own tax advisers concerning annual filing requirements.




Taxation of Common Shares




Distributions on Common Shares




In general, subject to the PFIC rules discussed above, the gross amount of any distribution received by a U.S. Holder with respect to the Common Shares (including amounts withheld to pay Canadian withholding taxes) will be included in the gross income of the U.S. Holder as a dividend to the extent attributable to the Company’s current and accumulated earnings and profits, as determined under U.S. federal income tax principles. The Company does not intend to calculate its earnings and profits under U.S. federal income tax rules. Accordingly, U.S. Holders should expect that a distribution generally will be treated as a dividend for U.S. federal income tax purposes. Subject to the PFIC rules discussed above, distributions on Common Shares to certain non-corporate U.S. Holders that are treated as dividends may be taxed at preferential rates. Such dividends will not be eligible for the “dividends received” deduction ordinarily allowed to corporate shareholders with respect to dividends received from U.S. corporations.




The amount of any dividend paid in Canadian dollars (including amounts withheld to pay Canadian withholding taxes) will equal the U.S. dollar value of the Canadian dollars calculated by reference to the exchange rate in effect on the date the dividend is received by the U.S. Holder, regardless of whether the Canadian dollars are converted into U.S. dollars. A U.S. Holder will have a tax basis in the Canadian dollars equal to their U.S. dollar value on the date of receipt. If the Canadian dollars received are converted into U.S. dollars on the date of receipt, the U.S. Holder should generally not be required to recognize foreign currency gain or loss in respect of the distribution.








58





If the Canadian dollars received are not converted into U.S. dollars on the date of receipt, a U.S. Holder may recognize foreign currency gain or loss on a subsequent conversion or other disposition of the Canadian dollars. Such gain or loss will be treated as U.S. source ordinary income or loss.




Distributions on Common Shares that are treated as dividends generally will constitute income from sources outside the United States and generally will be categorized for U.S. foreign tax credit purposes as “passive category income.” A U.S. Holder may be eligible to elect to claim a U.S. foreign tax credit against its U.S. federal income tax liability, subject to applicable limitations and holding period requirements, for Canadian tax withheld, if any, from distributions received in respect of the Common Shares. A U.S. Holder that does not elect to claim a U.S. foreign tax credit may instead claim a deduction for Canadian tax withheld, but only for a taxable year in which the U.S. Holder elects to do so with respect to all foreign income taxes paid or accrued in such taxable year. The rules relating to U.S. foreign tax credits are complex, and each U.S. Holder should consult its own tax adviser regarding the application of such rules.




Sale, Exchange or Other Taxable Disposition of Common Shares




A U.S. Holder generally will recognize gain or loss on the sale, exchange or other taxable disposition of Common Shares in an amount equal to the difference, if any, between the amount realized on the sale, exchange or other taxable disposition and the U.S. Holder’s adjusted tax basis in the Common Shares exchanged therefor. Subject to the PFIC rules discussed above, such gain or loss will be capital gain or loss and will be long-term capital gain (currently taxable at a reduced rate for non-corporate U.S. Holders) or loss if, on the date of the sale, exchange or other taxable disposition, the Common Shares have been held by such U.S. Holder for more than one year. The deductibility of capital losses is subject to limitations. Such gain or loss generally will be sourced within the United States for U.S. foreign tax credit purposes.




Required Disclosure with Respect to Foreign Financial Assets




Certain U.S. Holders are required to report information relating to an interest in Common Shares, subject to certain exceptions (including an exception for Common Shares held in accounts maintained by certain financial institutions) by attaching a completed IRS Form 8938, Statement of Specified Foreign Financial Assets, with their tax return for each year in which they hold an interest in Common Shares. U.S. Holders should consult their own tax advisers regarding information reporting requirements relating to their ownership of Common Shares.




10.F.           Dividends and Paying Agents




Not applicable




10.G.           Statement by Experts




Not applicable




10.H.           Documents on Display




The Company is subject to the informational requirements of the Exchange Act and file reports and other information with the SEC.  You may read and copy any of the Company’s reports and other information at, and obtain copies upon payment of prescribed fees from, the Public Reference Room maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549.  In addition, the SEC maintains a Website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC at http://www.sec.gov. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, all documents referred to in this Annual Report on Form 20-F are available for inspection at the office of the Company, listed below, during normal office hours.






59




Jet Metal Corp.


1240-1140 West Pender Street


Vancouver, British Columbia


V6E 4G1 Canada





The Company is required to file reports and other information with the securities commissions in Canada. You are invited to read and copy any reports, statements or other information, other than confidential filings, that the Company files with the provincial securities commissions. These filings are also electronically available from the Canadian System for Electronic Document Analysis and Retrieval ("SEDAR") (www.sedar.com), the Canadian equivalent of the SEC's electronic document gathering and retrieval system.




The Company "incorporates by reference" information that it files with the SEC, which means that it can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this Form 20-F and more recent information automatically updates and supersedes more dated information contained or incorporated by reference in this Form 20-F.




As a foreign private issuer, the Company is exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements to shareholders.




10.I.           Subsidiary Information




Not applicable






ITEM 11.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK




Currency Exchange Rate Sensitivity




The Company’s expenditures are predominantly in Canadian dollars, and any future equity raised is expected to be predominantly in Canadian dollars.  As at April 30, 2015, the Company has accounts payable denominated in US dollars of US$57,081, cash of US$8,249 and reclamation bonds of US$25,800.  A 10% change in the Canadian dollar versus the US dollar would give rise to a gain/loss of approximately $2,791.




Interest Rate Sensitivity




Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.




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




Commodity Price Sensitivity




Our future revenue and profitability will be dependent, to a significant extent, upon prevailing spot market prices for metals. In the past, metal prices have been volatile. Prices are subject to wide fluctuations in response to changes in supply of and demand for metals, market uncertainty and a variety of additional factors that are beyond our control. Our mineral properties are in the exploration phase and accordingly we are not generating any operating revenues and are therefore not subject to any short term volatility in the prices of metals. As we are in the exploration phase, the above factors have had no material impact on operations or income. We have not entered into any futures or forward contracts.




ITEM 12.
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES




Not applicable





60


PART II








ITEM 13.
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES




Not applicable




ITEM 14.
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS




Not applicable




ITEM 15.
CONTROLS AND PROCEDURES




Disclosure Controls and Procedures




At the end of the period covered by this report, an evaluation of the effectiveness of the design and operations of our “disclosure controls and procedures” (as such term is defined in Rule 13a-15(e) of the Exchange Act) was carried out by our principal executive officer and principal financial officer. Based upon that evaluation, our principal executive officer and principal financial officer have concluded as of the end of the period covered by this report that the design and operation of our disclosure controls and procedures are effective at the reasonable assurance level to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosures.




Notwithstanding the foregoing, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that our disclosure controls and procedures will detect or uncover every situation involving the failure of persons within our company and our subsidiaries to disclose material information otherwise required to be set forth in our periodic reports.  Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objective of ensuring that information required to be disclosed in the reports that we file or submit under the Exchange Act is communicated to management to allow timely decisions regarding required disclosure.




Management Report on Internal Control Over Financial Reporting




The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.





Management conducted an evaluation of the effectiveness of company level internal controls over financial reporting on a risk based approach using elements of the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.





Based on management’s assessment and those criteria, management believes that the internal control over financial reporting as of April 30, 2015 was effective.








61




Management’s internal control report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report.





Changes in Internal Control Over Financial Reporting




Other than those described elsewhere in this Form 20-F, there was no change in our internal control over financial reporting that occurred during our most recently completed fiscal year ended April 30, 2015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.  Nor were there any significant deficiencies or material weaknesses in our internal controls requiring corrective actions.




ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT




Our Board of Directors has determined that Mark Lotz, a member of the Company’s Audit Committee, qualifies as an “audit committee financial expert” as defined in Item 16A(b) of Form 20-F.  Mr. Lotz’s relevant education and experience is disclosed above in Items 6A and 6C above.  The Company’s Board of Directors has determined that Mr. Lotz is an independent director in accordance with the requirements of applicable Canadian securities laws.




ITEM 16B. CODE OF ETHICS




We have adopted a code of ethics that applies to our chief executive officer, the chief financial officer, and other members of senior management. As adopted, the Code of Ethics sets forth standards that are designed to prevent wrongdoing and to promote:




·
honesty and integrity, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;




·
full, fair, accurate, timely and understandable disclosure in reports and documents that we file with, or submit to, the SEC and in other public communications made by us;




·
compliance with applicable governmental laws, rules and regulations;




·
protection of and respect for the confidentiality of information acquired in the course of work;




·
responsible use of and control over assets and resources;




·
the prompt internal reporting of violations of the Code of Ethics to an appropriate person or persons identified in the Code of Ethics; and




·
accountability for adherence to the Code of Ethics.




ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES




Our Board of Directors appointed Davidson & Company as independent auditors to audit our financial statements for the fiscal year ended April 30, 2015. The aggregate fees billed for professional services rendered by the aforementioned independent auditor in their capacity as our principal accountant during the last two fiscal years is set forth below. Our Audit Committee pre-approved all of the following amounts billed to us prior to incurring the expenses associated therewith.




Financial Year Ending
Audit Fees1
Audit Related Fees2
Tax Fees3
All Other Fees42015/04/30
$22,500
$--
$7,750
$--2014/04/30
$40,800
$--
$6,500
$--







62






1The aggregate fees billed for professional services rendered by our principal accountants for the audit of our annual financial statements and other fees that are normally provided by our principal accountant in connection with our audits.




2The aggregate fees billed for assurance and related services by our principal accountant that are reasonably related to the performance of the audit or review of our financial statements.




3The aggregate fees billed for professional services rendered by our principal accountant for tax compliance, tax advice and tax planning.




4Other fees billed by our principal accountant included general review of certain company documentation, such as our Form 20-F registration filing.




Pre-Approval Policies and Procedures:




All services to be performed by our auditor must be approved in advance by the Audit Committee. The Audit Committee has considered whether the provision of services other than audit services is compatible with maintaining the auditors’ independence and has adopted a policy governing the provision of these services. This policy requires the pre-approval by the Audit Committee of all audit and non-audit services provided by the external auditor, other than anyde minimis non-audit services allowed by applicable law or regulation.




Pre-approval from the Audit Committee can be sought for planned engagements based on budgeted or committed fees. No further approval is required to pay pre-approved fees. Additional pre-approval is required for any increase in scope or in final fees.




Of the total aggregate fees paid by the Company to its accountants during the fiscal year ended April 30, 2014, $nil, or 0% of the aggregate fees, were approved by the Audit Committee pursuant to thede minimis exception provided by Section (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.




ITEM 16D.
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES




Not applicable




ITEM 16E.
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS




Not applicable




ITEM 16F.
CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT




Not applicable




ITEM 16G.
CORPORATE GOVERNANCE




Not applicable.




ITEM 16H.
MINE SAFETY DISCLOSURE




The Company is not currently required to disclose the information required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act.







63







PART III





ITEM 17.  FINANCIAL STATEMENTS




See “Item 18 – Financial Statements”.









ITEM 18.  FINANCIAL STATEMENTS




Our financial statements are stated in Canadian Dollars and are prepared in accordance with International Financial Reporting Standards (“IFRS”).




Auditors’ Report dated August 21, 2015




Consolidated Statements of Financial Position at April 30, 2015 and 2014




Consolidated Statements of Operations and Comprehensive Loss for the years ended




April 30, 2015, 2014 and 2013




Consolidated Statements of Cash Flows for the years ended




April 30, 2015, 2014 and 2013




Consolidated Statements of Changes in Equity for the years ended




April 30, 2015, 2014 and 2013




Notes to the Consolidated Financial Statements for the year ended




April 30, 2015













64







JET METAL CORP.
 
 CONSOLIDATED FINANCIAL STATEMENTS
 
 FOR THE YEAR ENDED APRIL 30, 2015
 
 (Expressed in Canadian Dollars)
 
 65
 
 
  
 
 
 
 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 
 To the Shareholders and Directors of
 Jet Metal Corp.
 
 
 We have audited the accompanying consolidated financial statements of Jet Metal Corp., which comprise the consolidated statements of financial position as of April 30, 2015 and 2014, and the related consolidated statements of operations and comprehensive loss, cash flows, and changes in equity for the years ended April 30, 2015, 2014 and 2013, and a summary of significant accounting policies and other explanatory information.
 
 Management’s Responsibility for the Consolidated Financial Statements
 
 Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
 
 Auditors’ Responsibility
 
 Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.
 
 An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
 
 We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion.
 
 Opinion
 
 In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of Jet Metal Corp. as at April 30, 2015 and 2014 and its financial performance and its cash flows for the years ended April 30, 2015, 2014 and 2013 in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.
 
 “DAVIDSON & COMPANY LLP”
 
 
 Vancouver, Canada
Chartered Professional AccountantsAugust 21, 2015
 
 
  66
 JET METAL CORP.
 CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
 AS AT (Expressed in Canadian Dollars)
 APRIL 30, 2015


APRIL 30, 2014ASSETSCurrent assetsCash and cash equivalents

$
2,350,202


$
78,541Marketable securities (Note 4)


-



55,159Receivables


26,070



4,161Prepaid expenses


32,258



34,4702,408,530



172,331Available-for-sale investment (Note 5)


200,000



-Exploration and evaluation assets (Note 7)


2,509,791



2,509,791Deposit (Note 10)


100,000



-Property and equipment(Note 6)


75,588



91,016Reclamation bonds(Note 7)


31,267



28,269$
5,325,176


$
2,801,407LIABILITIES AND SHAREHOLDERS' EQUITYCurrent liabilitiesPayables and accrued liabilities

$
203,055


$
256,201Due to related parties (Note 10)


106,076



632,749309,131



888,950Due to related party (Note 10)


206,810



-Future reclamation provisions (Note 8)


20,807



19,267536,748



908,217EquityCapital stock (Note 9)


90,663,999



87,411,032Reserves


21,475,351



21,475,351Deficit


(107,350,922
)


(106,993,193
)4,788,428



1,893,190$
5,325,176


$
2,801,407
 
 Nature of operations and going concern (Note 1)
 Subsequent event (Note 16)
 
 Approved on August 21, 2015 on behalf of the Board of Directors:
 
 “Ken Brophy”
Director
“Stewart Wallis”
DirectorKen Brophy

Stewart Wallis
 
 The accompanying notes are an integral part of these consolidated financial statements.
 
 
 
 
 67
 
 
 JET METAL CORP.
 CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
 FOR THE YEARS ENDED APRIL 30,
 (Expressed in Canadian Dollars)
 
 2015


2014


2013OPERATING ITEMSAudit and accounting

$
7,024


$
22,775


$
124,087Consulting


3,415



-



308,570Depreciation (Note 6)


18,428



22,754



26,338Director fees


-



-



39,467Exploration and evaluation (Note 7)


21,481



34,225



2,835,066Finance income


(17,599
)


(314
)


(22,158
)Foreign exchange loss (gain)


4,059



(1,097
)


(465
)Impairment of exploration and evaluation asset (Note 7)


-



3,160,618



6,043,241Insurance


29,400



33,036



51,415Interest (Note 8)


1,540



1,427



10,402Investor relations


15,058



11,122



180,786Legal


11,814



8,989



35,950Management fees


-



142,533



411,368Office and administration


65,899



87,331



167,188Project development costs


-



-



66,471Rent


56,104



40,632



123,066Share-based compensation (recovery) (Note 9)


-



(45,250
)


626,364Transfer agent and filing fees


110,088



124,896



109,625Travel


-



252



48,547Wages and salaries


213,310



252,999



705,024(540,021
)


(3,896,928
)


(11,890,352
)Gain (loss) on asset disposal (Note 6)


600



-



(39,416
)Gain on forgiveness and settlement of related party debt (Note 10)


184,141



-



-Impairment of reclamation bonds (Note 7)


-



(41,852
)


-Loss on marketable securities (Note 4)


(2,449
)


(28,503
)


(173,005
)Other income – flow through premium


-



-



428,712182,292



(70,355
)


216,291Net loss and comprehensive loss for the year

$
(357,729
)

$
(3,967,283
)

$
(11,674,061
)Basic and diluted loss per common share

$
(0.02
)

$
(0.60
)

$
(1.77
)Weighted average number of common share outstanding


19,659,075



6,578,035



6,578,218
 
 
 
 
 The accompanying notes are an integral part of these consolidated financial statements.
 
 
 
 68
 
 
 JET METAL CORP.
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 FOR THE YEARS ENDED APRIL 30,
 (Expressed in Canadian Dollars)
 
 2015


2014


2013CASH FLOWS FROM OPERATING ACTIVITIESNet loss for the year

$
(357,729
)

$
(3,967,283
)

$
(11,674,061
)Items not affecting cash:Change in future reclamation estimates


-



(2,053
)


-Depreciation


18,428



22,754



26,338Forgiveness and settlement of related party debt


(184,141
)


-



-Impairment of exploration and evaluation assets


-



3,160,618



6,043,241Impairment of reclamation bonds


-



41,852



-Interest


1,540



1,427



10,402Loss (gain) on asset disposal


(600
)


-



39,416Loss on marketable securities


2,449



28,503



173,005Other income – flow through premium


-



-



(428,712
)Share-based compensation (recovery)


-



(45,250
)


626,364Unrealized gain on foreign exchange


(2,998
)


(5,669
)


-Non-cash working capital item changes:Receivables


(21,909
)


16,669



80,431Prepaid expenses


2,212



49,498



15,292Payables and accrued liabilities


(53,146
)


(68,697
)


65,947Due to related parties


190,604



264,915



188,185Net cash used in operating activities


(405,290
)


(502,716
)


(4,834,152
)CASH FLOWS FROM INVESTING ACTIVITIESAcquisition of available-for-sale investment


(200,000
)


-



-Acquisition of exploration and evaluation assets


-



-



(224,816
)Acquisition of property and equipment


(3,000
)


-



(45,554
)Proceeds from sale of marketable securities


52,710



2,075



-Proceeds from sale of property and equipment


600



-



8,648Reclamation costs incurred


-



(17,268
)


-Refund of reclamation bonds


-



-



292,507Net cash from (used in) investing activities


(149,690
)


(15,193
)


30,785CASH FLOWS FROM FINANCING ACTIVITIESDeposit


(100,000
)


-



-Proceeds from private placement


3,000,000



-



-Repayment of related party term loan


(39,253
)


-



-Share issue costs


(34,106
)


-



(46,481
)Net cash from (used in) financing activities


2,826,641



-



(46,481
)Net change in cash and cash equivalents during the year


2,271,661



(517,909
)


(4,849,848
)Cash and cash equivalents, beginning of the year


78,541



596,450



5,446,298Cash and cash equivalents, end of the year

$
2,350,202


$
78,541


$
596,450Cash and cash equivalentsCash

$
127,202


$
55,541


$
556,070Liquid short term investments


2,223,000



23,000



40,380$
2,350,202


$
78,541


$
596,450Cash (paid) received forInterest

$
991


$
-


$
-Taxes

$
-


$
-


$
-
 
 Supplemental disclosures with respect to cash flows (Note 11)
 
 The accompanying notes are an integral part of these consolidated financial statements.
 
 
 
 
 
 69
 
 JET METAL CORP.
 CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
 (Expressed in Canadian Dollars)
 
 
 Capital StockNumber of Shares


Amount


Reserves


Deficit


TotalBalance, April 30, 2012


6,578,218


$
87,457,513


$
20,894,237


$
(91,351,849
)

$
16,999,901Share issue costs - cash


-



(46,481
)


-



-



(46,481
)Share-based compensation


-



-



626,364



-



626,364Loss for the year


-



-



-



(11,674,061
)


(11,674,061
)Balance, April 30, 2013


6,578,218



87,411,032



21,520,601



(103,025,910
)


5,905,723Common shares cancelled due to fractional rounding


(183
)


-



-



-



-Share-based compensation

(recovery)


-



-



(45,250
)


-



(45,250
)Loss for the year


-



-



-



(3,967,283
)


(3,967,283
)Balance, April 30, 2014


6,578,035



87,411,032



21,475,351



(106,993,193
)


1,893,190Private placement


20,000,000



3,000,000



-



-



3,000,000Share issue costs - cash


-



(34,106
)


-



-



(34,106
)Common shares issued for debt


1,640,416



287,073



-



-



287,073Loss for the year


-



-



-



(357,729
)


(357,729
)Balance, April 30, 2015


28,218,451


$
90,663,999


$
21,475,351


$
(107,350,922
)

$
4,788,428
 
 
 
 The accompanying notes are an integral part of these consolidated financial statements.
 
 
 70
 JET METAL CORP.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 APRIL 30, 2015
 (Expressed in Canadian Dollars)
 1. NATURE OF OPERATIONS AND GOING CONCERN
  Jet Metal Corp. (the "Company" or “Jet Metal”) is an exploration stage company whose common shares trade on the TSX Venture Exchange and the OTC Markets Group’s OTCQB Marketplace. The Company is in the business of acquiring, exploring and evaluating mineral resource properties, and either joint venturing or developing these properties further or disposing of them when the evaluation is completed. The Companyis incorporated under the laws of British Columbia. All of the Company’s resource properties are currently located in North America. The address of the Company’s registered office is #1240 – 1140 West Pender Street, Vancouver, British Columbia, Canada V6E 4G1.
 
 The Company is in the process of exploring and evaluating its exploration and evaluation assets and has not yet determined whether the properties contain mineral reserves that are economically recoverable. The recoverability of the amounts shown for exploration and evaluation assets are dependent upon the existence of economically recoverable mineral reserves, the ability of the Company to obtain necessary financing to complete the development of those mineral reserves and upon future profitable production.
 
 The Company voluntarily delisted its common shares from the NYSE MKT and its common shares were transferred to and began trading July 1, 2013 on the OTC Markets Group’s OTCQB Marketplace. The Company also voluntarily delisted its common shares from the Toronto Stock Exchange and its common shares were transferred to and began trading January 20, 2014 on the TSX Venture Exchange.
 
 During the year ended April 30, 2014, the Company consolidated its common shares on the basis of one post-consolidated share for every ten pre-consolidated common shares held (Note 9). All references to share and per share amounts have been retroactively restated to reflect this share consolidation.
 
 These consolidated financial statements have been prepared using International Financial Reporting Standards (“IFRS”) on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. At present, the Company has no producing properties and consequently has no current operating income or cash flows. The continuing operations of the Company are dependent upon the Company’s ability to continue to raise adequate financing and to commence profitable operations in the future. The Company intends to finance its future requirements through a combination of debt and/or equity issuance. There is no assurance that the Company will be able to obtain such financings or obtain them on favorable terms.
 
 As at April 30, 2015, the Company had working capital of $2,099,399 (April 30, 2014 – working capital deficit of $716,619) and a deficit of $107,350,922 (April 30, 2014 – $106,993,193). Management has assessed that this working capital is sufficient for the Company to maintain its operations and activities for the upcoming fiscal year.
 
 These consolidated financial statements do not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses and statement of financial position classifications that would be necessary were the going concern assumption deemed to be inappropriate. These adjustments could be material.
 
 2. BASIS OF PRESENTATION
 
 a) Significant accounting judgements and estimates
 The preparation of the consolidated financial statements in conformity with IFRS requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets, liabilities, shareholders’ equity, and the disclosure of contingent assets and liabilities, as at the date of the financial statements, and expenses for the years reported.
  71
 JET METAL CORP.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 APRIL 30, 2015
 (Expressed in Canadian Dollars)
 2. BASIS OF PRESENTATION(continued)
 
 a) Significant accounting judgements and estimates(continued)
 
 Critical Judgements
 
 The preparation of these consolidated financial statements requires management to make judgements regarding the going concern of the Company, as previously discussed in Note 1, as well as the determination of functional currency. The functional currency is the currency of the primary economic environment in which an entity operates, and has been determined for each entity within the Company. The functional currency for the Company and its subsidiaries has been determined to be the Canadian dollar.
 
 Key Sources of Estimation Uncertainty
 
 Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates and such differences could be significant.
 
 Significant estimates made by management affecting the consolidated financial statements include:
 
 Share-based Payments
 
 Estimating fair value for granted stock options and compensatory warrants requires determining the most appropriate valuation model which is dependent on the terms and conditions of the grant. This estimate also requires determining the most appropriate inputs to the valuation model including the expected life of the option or warrant, volatility, dividend yield, and rate of forfeitures and making assumptions about them.
 
 Deferred Tax Assets and Liabilities
 
 The estimation of income taxes includes evaluating the recoverability of deferred tax assets and liabilities based on an assessment of the Company’s ability to utilize the underlying future tax deductions against future taxable income prior to expiry of those deductions. Management assesses whether it is probable that some or all of the deferred income tax assets and liabilities will not be realized. The ultimate realization of deferred tax assets and liabilities is dependent upon the generation of future taxable income, which in turn is dependent upon the successful discovery, extraction, development and commercialization of mineral reserves. To the extent that management’s assessment of the Company’s ability to utilize future tax deductions changes, the Company would be required to recognize more or fewer deferred tax assets or liabilities, and deferred income tax provisions or recoveries could be affected.
 
 Recoverability of Exploration and Evaluation Assets
 
 The Company is in the process of exploring and evaluating its exploration and evaluation assets and has not yet determined whether the properties contain mineral reserves that are economically recoverable. The recoverability of the amounts shown for exploration and evaluation assets are dependent upon the existence of economically recoverable mineral reserves, the ability of the Company to obtain necessary financing to complete the development of those mineral reserves and upon future production or proceeds from the disposition thereof.
 
 Useful Life of Property and Equipment
 
 Property and equipment is depreciated over its estimated useful life. Estimated useful lives are determined based on current facts and past experience, and take into consideration the anticipated physical life of the asset, the potential for technological obsolescence, and regulations.
 
 72
 JET METAL CORP.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 APRIL 30, 2015
 (Expressed in Canadian Dollars)
 2. BASIS OF PRESENTATION(continued)
 
 a) Significant accounting judgements and estimates(continued)
 
 Key Sources of Estimation Uncertainty (continued)
 
 Future Reclamation Provision
 
 The Company assesses its provision for reclamation related to its exploration and evaluation activities at each reporting period or when new material information becomes available. Accounting for reclamation obligations requires management to make estimates of the future costs that will be incurred to complete the reclamation to comply with existing laws and regulations. Actual future costs that will be incurred may differ from those amounts estimated as a result of changes to environmental laws and regulations, timing of future cash flows, changes to future costs, technical advances, and other factors. In addition, the actual work required may prove to be more extensive than estimated because of unexpected geological or other technical factors. The measurement of the present value of the future obligation is dependent on selection of suitable discount rate and the estimate of future cash outflows. Changes to either of these estimates may materially affect the present value calculation of the obligation.
  b) Approval of the consolidated financial statements
 
 The consolidated financial statements of the Company for the year ended April 30, 2015 were reviewed by the Audit Committee and approved and authorized for issue by the Board of Directors on August 21, 2015.
  c) Basis of presentation
  These consolidated financial statements are presented in Canadian dollars, which is the functional currency of the Company and its subsidiaries, and have been prepared on a historical cost basis, except for certain financial instruments classified as fair value through profit or loss, and available-for-sale, which are stated at their fair value. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting, except for certain cash flow information.
  d) Statement of compliance
  These consolidated financial statements have been prepared in accordance with IFRS as issued by the International Accounting Standards Boards (“IASB”) and interpretations issued by the International Financial Reporting Interpretations Committee (“IFRIC”).
  e) Basis of consolidation
  These consolidated financial statements include the accounts of the Company, and its wholly owned subsidiaries, Target Exploration and Mining Corp. (“Target”), Crosshair Energy USA, Inc. (“Crosshair USA”), Gemini Metals Corp. (“Gemini”) as well as The Bootheel Project LLC (“BHP LLC”) in which the Company has a 81% interest. A wholly owned subsidiary is an entity in which the Company has control, directly or indirectly, where control is defined as the power to govern the financial and operating policies of an enterprise so as to obtain benefits from its activities. All intercompany transactions and balances have been eliminated on consolidation.
  73
 
 
 
 JET METAL CORP.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 APRIL 30, 2015
 (Expressed in Canadian Dollars)
 2. BASIS OF PRESENTATION(continued)
 
 e) Basis of consolidation(continued)
 
 Details of the Company’s subsidiaries are as follows:
 
 Name
Place of incorporation
Interest %
Principal activityTarget Exploration and Mining Corp.
British Columbia, Canada
100% ownership by the Company
Exploration and evaluation of mineral propertiesCrosshair Energy USA, Inc.
Nevada, United States
100% ownership by Target
Exploration and evaluation of mineral propertiesBootheel Project LLC
Colorado, United States
81% ownership by Crosshair USA
Exploration and evaluation of mineral propertiesGemini Metals Corp.
British Columbia, Canada
100% ownership by the Company
In-active subsidiary
 
 3. SIGNIFICANT ACCOUNTING POLICIES
  Cash and Cash Equivalents
 
 Cash and cash equivalents include cash, demand deposits and highly liquid interest bearing investments that are readily convertible to known amounts of cash and subject to insignificant risk of changes in value.
 
 Financial Instruments
 
 All financial instruments are initially recognized at fair value on the statement of financial position. The Company has classified each financial instrument into one of the following categories: (1) financial assets or liabilities at fair value through profit or loss (“FVTPL”), (2) loans and receivables, (3) financial assets available-for-sale, (4) financial assets held-to maturity, and (5) other financial liabilities. Subsequent measurement of financial instruments is based on their classification.
 
 Financial assets and liabilities at FVTPL are subsequently measured at fair value with changes in those fair values recognized in net earnings. Financial assets “available-for-sale” are subsequently measured at fair value with changes in fair value recognized in other comprehensive income (loss), net of tax. If fair value is not reliably measurable, available-for-sale financial assets are measured at amortized cost.
 
 Financial assets “held-to-maturity”, “loans and receivables”, and “other financial liabilities” are subsequently measured at amortized cost using the effective interest method. The Company’s financial assets and liabilities are recorded and measured as follows:
 
 Asset or Liability
Category
MeasurementCash and cash equivalent
FVTPL
Fair valueMarketable securities
FVTPL
Fair valueReceivables
Loans and receivables
Amortized costAvailable-for-sale investment
Available-for-sale
Amortized costReclamation bonds
Held to maturity
Amortized costPayables and accrued liabilities
Other liabilities
Amortized costDue to related parties
Other liabilities
Amortized cost
 The Company determines the fair value of financial instruments according to the following hierarchy based on the amount of observable inputs used to value the instrument.
 
 74
 JET METAL CORP.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 APRIL 30, 2015
 (Expressed in Canadian Dollars)
 3. SIGNIFICANT ACCOUNTING POLICIES(continued)
 Financial Instruments(continued)
 
 Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions occur in sufficient frequency and volume to provide pricing information on an ongoing basis.
 
 Level 2 – Pricing inputs are other than quoted prices in active markets included in Level 1. Prices in Level 2 are either directly or indirectly observable as of the reporting date. Level 2 valuations are based on inputs, including quoted forward prices for commodities, time value and volatility factors, which can be substantially observed or corroborated in the marketplace.
 
 Level 3 – Valuations in this level are those with inputs for the asset or liability that are not based on observable market
 data.
 
 Cash and cash equivalents and marketable securities have been measured at fair value using Level 1 inputs.
 
 Exploration and Evaluation Assets
 
 Costs incurred before the Company has obtained the legal rights to explore an area are expensed. Costs to acquire exploration and evaluation assets are capitalized as incurred. Costs related to the exploration and evaluation of exploration and evaluation assets are expensed as incurred. The Company considers mineral rights to be assets and accordingly, the Company capitalizes certain costs related to the acquisition of mineral rights. The Company considers each exploration and evaluation asset to be a separate cash generating unit.
 
 Any option payments received by the Company from third parties or tax credits refunded to the Company are credited to the capitalized cost of the exploration and evaluation asset or shown as an expense recovery depending on the nature of the activity generating the refund. If payments received exceed the capitalized cost of the exploration and evaluation asset, the excess is recognized as income in the year received. The amounts shown for exploration and evaluation assets do not necessarily represent present or future values. Their recoverability is dependent upon the discovery of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the development, and future profitable production or proceeds from the disposition thereof.
 
 Future Reclamation Provisions
 
 The Company recognizes liabilities for statutory, contractual, constructive or legal obligations associated with the retirement of reclamation of mineral interests (exploration and evaluation assets). The net present value of future rehabilitation cost estimates is capitalized to the related assets along with a corresponding increase in the reclamation provision in the period incurred. Discount rates using a pre-tax rate that reflects the time value of money are used to calculate the net present value.
 
 The Company’s estimates of reclamation costs could change as a result of changes in regulatory requirements, discount rates and assumptions regarding the amount and timing of the future expenditures. These changes are recorded directly to the related assets with a corresponding entry to the reclamation provision. The Company’s estimates are reviewed annually for changes in regulatory requirements, discount rates, effects of inflation and changes in estimates.
 
 Changes in the net present value, excluding changes in the Company’s estimates of reclamation costs, are charged to profit or loss for the period.
 
 
 75
 JET METAL CORP.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 APRIL 30, 2015
 (Expressed in Canadian Dollars)
 3. SIGNIFICANT ACCOUNTING POLICIES(continued)
 
 Equipment
 
 Equipment is carried at cost, less accumulated depreciation and accumulated impairment losses.
 
 The cost of an item of equipment consists of the purchase price, any costs directly attributable to bringing the asset to the location and condition necessary for its intended use and an initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located. Depreciation is provided at rates calculated to write off the cost of equipment, less its estimated residual value, using the declining balance method at the following rates per annum:
 
 Exploration equipment 20%
 Storage containers 10%
 Impairment
 
 At each financial position reporting date the carrying amounts of the Company’s long-lived assets are reviewed to determine whether there is any indication that those assets are impaired. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment, if any. The recoverable amount is the higher of fair value less costs to sell and value in use, which is the present value of future cash flows expected to be derived from the asset. If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount and the impairment loss is recognized in the profit or loss for the period.
 
 For the purposes of impairment testing, exploration and evaluation assets are allocated to cash-generating units to which the exploration activity relates. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognized immediately in profit or loss.
 
 Flow-Through Shares
 
 Canadian income tax legislation permits an enterprise to issue securities referred to as flow-through shares, whereby the investor can claim the tax deductions arising from the renunciation of the related resource expenditures. The Company accounts for flow-through shares whereby the premium, if any, paid for the flow-through shares in excess of the market value of the shares without flow-through features at the time of issue is initially recorded to other liability and then included in income at the same time the qualifying expenditures are made.
 
 Loss Per Share
 
 Basic loss per share is computed by dividing the loss for the period by the weighted average number of common shares outstanding during the period.
 
 For diluted per share computations, assumptions are made regarding potential common shares outstanding during the period. The weighted average number of common shares is increased to include the number of additional common shares that would be outstanding if, at the beginning of the period, or at time of issuance, if later, all options and warrants are exercised. Proceeds from exercise are used to purchase the Company’s common shares at their average market price during the period, thereby reducing the weighted average number of common shares outstanding. If these computations prove to be anti-dilutive, diluted loss per share is the same as basic loss per share.
 76
 JET METAL CORP.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 APRIL 30, 2015
 (Expressed in Canadian Dollars)
 3. SIGNIFICANT ACCOUNTING POLICIES (continued)
 
 Share-Based Payments
 
 The Company grants stock options to buy common shares of the Company to directors, officers, employees and service providers. The Company recognizes share-based compensation expense based on the estimated fair value of the options. A fair value measurement is made for each vesting instalment within each option grant and is determined using the Black-Scholes option-pricing model. The fair value of the options is recognized over the vesting period of the options granted as both share-based compensation expense and reserves. This includes a forfeiture estimate, which is revised for actual forfeitures in subsequent periods. The reserves account is subsequently reduced if the options are exercised and the amount initially recorded is then credited to capital stock.
 
 In situations where equity instruments are issued to non-employees and some or all of the goods or services received by the entity as consideration cannot be specifically identified, they are measured at the fair value of the share-based payment. Otherwise, share-based payments are measured at the fair value of the goods or services received.
 
 Income Taxes
 
 Income tax on profit or loss for the year comprises of current and deferred tax. Current tax is the expected tax paid or payable on the taxable income for the year, using tax rates enacted or substantively enacted at the statement of financial position date, and any adjustment to tax paid or payable in respect of previous years.
 
 Deferred tax is recorded by providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.
 
 A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realized. The effect on deferred tax assets and liabilities of a change in income tax rates is recognized in the period that includes the date of the enactment or substantive enactment of the change. Deferred tax assets and liabilities are presented separately except where there is a right of set-off within fiscal jurisdictions.
 
 Foreign Currency Translation
 
 The functional currency of the Company and its subsidiaries is the Canadian dollar. The reporting currency of the Company is the Canadian dollar. Transactions denominated in foreign currency are translated into Canadian dollars at the rate of exchange in effect at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies have been translated into Canadian dollars at the rate of exchange in effect at the statement of financial position date, while non-monetary assets and liabilities are translated at historical rates. Revenue and expenses are translated at the exchange rates approximating those in effect on the date of the transactions. Any gains or losses resulting from translation have been included in the statement of operations and comprehensive loss.
 
 New Accounting Pronouncements Adopted
 
 The following accounting standard was adopted as of May 1, 2014 and did not have a material impact on the consolidated financial statements of the Company.
 
 Amendments to IAS 32, Financial Instruments: Presentation, were effective for annual periods beginning on or after January 1, 2014 and relate to offsetting financial assets and financial liabilities.
 
 77
 JET METAL CORP.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 APRIL 30, 2015
 (Expressed in Canadian Dollars)
 
 3. SIGNIFICANT ACCOUNTING POLICIES (continued)
 
 New Accounting Pronouncement
 
 The following accounting pronouncement has been made, but is not yet effective for the Company as at April 30, 2015. The Company is currently evaluating the impact of the amended standards on its consolidated financial statements.
 
 In November 2009 and October 2010, the IASB issued IFRS 9, Financial Instruments (“IFRS 9”), which represents the completion of the first part of a three-part project to replace IAS 39, Financial Instruments: Recognition and Measurement, with a new standard. Per the new standard, an entity choosing to measure a liability at fair value will present the portion of the change in its fair value due to changes in the entity’s own credit risk in the other comprehensive income or loss section of the entity’s statement of comprehensive loss, rather than within profit or loss. Additionally, IFRS 9 includes revised guidance related to the derecognition of financial instruments. IFRS 9 applies to financial statements for annual periods beginning on or after January 1, 2018, with early adoption permitted.
 
 4. MARKETABLE SECURITIES
  Canadian Zinc Corp.

(TSE: CZN)


Ausroc Metals Ltd. (formerly AusAmerican Mining Ltd.)

(ASX: ARK)


Expedition Mining Inc. (CVE: EXU)


TotalCostBalance at April 30, 2013

$
2,695,052


$
97,024


$
1,000,000


$
3,792,076Dispositions


(236,716
)


-



-



(236,716
)Balance at April 30, 2014


2,458,336



97,024



1,000,000



3,555,360Dispositions


(2,458,336
)


-



(1,000,000
)


(3,458,336
)Balance at April 30, 2015


-



97,024



-



97,024Adjustments to Fair ValueBalance at April 30, 2013


(2,677,405
)


(84,490
)


(944,444
)


(3,706,339
)Adjustment for the year


240,895



(12,534
)


(22,223
)


206,138Balance at April 30, 2014


(2,436,510
)


(97,024
)


(966,667
)


(3,500,201
)Adjustment for the year


2,436,510



-



966,667



3,403,177Balance at April 30, 2015


-



(97,024
)


-



(97,024
)Fair ValueAt April 30, 2014

$
21,826


$
-


$
33,333


$
55,159At April 30, 2015

$
-


$
-


$
-


$
-
 
 During the year ended April 30, 2015, the Company sold 54,565 common shares of Canadian Zinc Corporation and 2,222,222 common shares of Expedition Mining Inc. for net proceeds of $21,543 and $31,167, respectively.
 
 During the year ended April 30, 2014, the Company exchanged 321,940 common shares of Messina Minerals Inc. for 54,565 common shares of Canadian Zinc Corporation as a result of the acquisition of Messina Minerals Inc. by Canadian Zinc Corporation. Prior to this exchange, the Company sold 31,000 common shares of Messina Minerals Inc. for net proceeds of $2,075.
 
 
 
 78
 
 
 JET METAL CORP.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 APRIL 30, 2015
 (Expressed in Canadian Dollars)
 5. AVAILABLE-FOR-SALE INVESTMENT
 
 On February 27, 2015, the Company purchased 1,000,000 common shares of Voleo, Inc. (“Voleo”) at a price of $0.20 per common share for an aggregate purchase price of $200,000. Voleo is developing mobile applications and software platforms to meet the investment expectations of millennial investors. It has built a functional prototype and designed a consumer version which is in development. Voleo expects to have its first product available for launch in 2016.
 
 A director of Voleo is a significant shareholder of the Company.
 
 6. PROPERTY AND EQUIPMENT
 
 Exploration

Equipment


Storage

Containers


TotalCostBalance at April 30, 2013 and 2014

$
298,586


$
-


$
298,586Additions


-



3,000



3,000Balance at April 30, 2015


298,586



3,000



301,586Accumulated DepreciationBalance at April 30, 2013


184,816



-



184,816Depreciation


22,754



-



22,754Balance at April 30, 2014


207,570



-



207,570Depreciation


18,203



225



18,428Balance at April 30, 2015


225,773



225



225,998Net Book ValueAt April 30, 2014

$
91,016


$
-


$
91,016At April 30, 2015

$
72,813


$
2,775


$
75,588
 
 During the year ended April 30, 2015, the Company sold property and equipment with a net book value of $Nil for proceeds of $600, resulting in a gain on disposal of $600.
 
 7. EXPLORATION AND EVALUATION ASSETS
 
 The following table illustrates acquisition costs:
 
 Central Mineral Belt (“CMB”)Moran Lake, Otter / Portage Lake


Silver Spruce


TotalBalance at April 30, 2013

$
3,160,618


$
2,509,791


$
5,670,409Impairment


(3,160,618
)


-



(3,160,618
)Balance at April 30, 2014 and 2015

$
-


$
2,509,791


$
2,509,791
 
 
 79
 JET METAL CORP.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 APRIL 30, 2015
 (Expressed in Canadian Dollars)
 
 7. EXPLORATION AND EVALUATION ASSETS(continued)
 
 The following table illustrates the exploration and evaluation expenditures incurred during the year ended April 30, 2015:
 
 Bootheel ProjectAdministration

$
27,367Reporting


1,925Recovery – JV Partner


(7,811
)$
21,481
 
 The following table illustrates the exploration and evaluation expenditures incurred during the year ended April 30, 2014:
 
 CMB


Bootheel Project


Other


TotalAdministration (recovery)

$
560


$
34,673


$
(16
)

$
35,217Reclamation costs


-



10,921



-



10,921Recovery – JV Partner


-



(11,913
)


-



(11,913
)$
560


$
33,681


$
(16
)

$
34,225
 
 The following table illustrates the exploration and evaluation expenditures incurred during the year ended April 30, 2013:
 
 Central Mineral Belt (“CMB”)Moran Lake, Otter / Portage Lake


Silver Spruce


Bootheel Project


Golden Promise


Juniper Ridge


TotalAdministration

$
10,434


$
-


$
45,981


$
-


$
44,902


$
101,317Drilling & trenching


731,850



-



13,433



-



328,080



1,073,363Geology


1,456,437



-



35,816



24,524



339,683



1,856,460Geophysics


11,591



-



-



-



44,918



56,509Hydrology


-



-



271



-



-



271Metallurgy


-



-



-



-



15,892



15,892Permitting


-



-



-



-



37,395



37,395Reclamation costs


-



-



-



22,741



-



22,741Recovery – JV Partner


-



-



(28,882
)


-



-



(28,882
)JCEAP(1) grant received


(150,000
)


(150,000
)


-



-



-



(300,000
)$
2,060,312


$
(150,000
)

$
66,619


$
47,265


$
810,870


$
2,835,066
 
 (1) Junior Company Exploration Assistance Program
 80
 JET METAL CORP.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 APRIL 30, 2015
 (Expressed in Canadian Dollars)
 7. EXPLORATION AND EVALUATION ASSETS(continued)
 
 Central Mineral Belt (“CMB”)
 
 Moran Lake Property
 
 Pursuant to an agreement dated October 14, 2004, the Company acquired an option to earn a 90% interest, subject to a 2% net smelter royalty (“NSR”) and a 10% carried interest to the vendor, in the Moran Lake Property, a uranium prospect located in Central Labrador, Newfoundland and Labrador, Canada. The agreement was amended on March 1, 2005 to include additional claims adjacent to the Moran Lake Property, known as Moran Heights.
 
 The Company previously issued 40,000 common shares, made cash payments totaling $575,000 and spent more than the required minimum $3,000,000 on project expenditures. In connection with the option agreement to earn its 90% interest in the Moran Lake Property, the Company was involved in a dispute with the original vendor of the Moran Lake Property, Mr. Murphy, regarding the timing of advance royalty payments. On December 5, 2011, the Company settled the litigation. Under the terms of the settlement, the Company made a cash payment of $600,000 and issued 119,361 common shares. All litigation was discontinued and Mr. Murphy acknowledged that the Company’s 90% interest in the CMB Uranium/Vanadium Project vested and any requirement for a bankable feasibility study was irrevocably waived. The Company was required to make advance royalty payments of $200,000 per year commencing in November 2012. Accordingly, the Company paid an advance royalty payment of $200,000 in November 2012. Had the Company brought the Moran Lake Property into production, the advance royalty payments would have been deducted against any NSR owed to the original vendor of the property.
 
 On November 1, 2013, the Company exercised its right to abandon those mineral claims that form the Moran Lake Property and terminated the related agreement to discharge the Company from any further obligations with respect to the Moran Lake Property. As a result, the Company recorded an impairment of $2,484,868 to operations during the year ended April 30, 2014.
 
 Otter/Portage Lake Property
 
 Pursuant to an agreement dated December 2, 2005, the Company acquired a 100% interest, subject to a 1.5% NSR, in the Otter and Portage Lake Properties located in the Central Mineral Belt of Labrador.
 
 During the year ended April 30, 2014, the Company abandoned these properties and recorded an impairment of $675,750 to operations in relation to the Otter and Portage Lake Properties.
 
 Silver Spruce Property Amalgamation
 
 In July 2008, the Company entered into an agreement with Expedition Mining Inc. ("Expedition"), formerly known as Universal Uranium Ltd., and acquired all of Expedition's interest (60%) in its joint venture project with Silver Spruce Resources Inc. in Labrador. Currently the Company has a 100% interest in the property subject to a 2% net smelter royalty payable to Silver Spruce and a 2% net smelter royalty payable to Expedition Mining Inc. on 60% of any production from the Silver Spruce Property.
 81
 JET METAL CORP.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 APRIL 30, 2015
 (Expressed in Canadian Dollars)
 7. EXPLORATION AND EVALUATION ASSETS(continued)
 
 Bootheel Project
 
 On March 31, 2009, the Company acquired an interest in the Bootheel Property in Wyoming, USA through the acquisition of Target. Under a series of agreements between UR-Energy USA Inc. (“URE”), several of its subsidiaries, Target and Crosshair USA, a wholly owned subsidiary of Target, the Company could earn a 75% interest in BHP LLC, subject to certain royalties, by completing expenditures totalling US$3,000,000 on or before June 7, 2011. The Company made these expenditures, and additional expenditures, which increased its holdings to 81%. The Company, through Target, has earned an 81% interest in BHP LLC, representing an 81% interest in the underlying Bootheel Property.
 
 Under agreements dated February 5, 2008 between MJ Ranches Inc. and Crosshair USA as manager, BHP LLC leased MJ Ranches Inc.’s 75% ownership of certain minerals on fee land that adjoins the Bootheel Property. The initial term of the agreement was for five years with provision for two renewals. Payment for the initial five year term was US$252,651 paid in advance, increased for inflation for the renewal periods. The acquired mineral rights were subject to a sliding scale royalty tied to the sales price of uranium. The “Uranium Lease and Surface and Damage Agreement” and “Surface Impact Agreement” expired in February 2013. On June 7, 2013, the Company announced that BHP LLC has been unable to reach an agreement with MJ Ranches Inc. on terms which more accurately reflect current market conditions. Certain portions of the mineral resources included in the Technical Report issued by the Company, dated October 27, 2012, are located on those lands which were subject to the mineral lease with MJ Ranches Inc. Accordingly, during the year ended April 30, 2013, the Company recorded an impairment of $3,727,724 to operations.
 
 Golden Promise
 
 Golden Promise Property
 
 On April 29, 2009, the Company acquired a 60% interest in the Golden Promise Gold Project in Central Newfoundland, Canada from Paragon Minerals Corp. (“Paragon”). On May 31, 2013, the Company and Paragon terminated the Golden Promise Option and Joint Venture Agreement and as a result, the Company recorded an impairment of $1,401,128 to operations during the year ended April 30, 2013.
 
 Southern Golden Promise (Victoria Lake)
 
 The Company had earned a 62.02% interest in mineral claims located in the Botwood Basin area of Central Newfoundland known as Southern Golden Promise in consideration for issuing a total of 10,000 common shares and incurring a minimum of $1,750,000 exploration expenditures within specified deadlines.
 
 During the year ended April 30, 2014, the Company abandoned the Southern Golden Promise property.
 
 Juniper Ridge Uranium Property
 
 On October 29, 2010, the Company signed a definitive agreement with Strathmore Resources Ltd., a wholly owned subsidiary of Strathmore Minerals Corp., to acquire the Juniper Ridge Uranium Property. On November 30, 2012, the Company announced that it terminated this agreement and as a result, $914,389 of the capitalized costs were written off to operations during the year ended April 30, 2013.
 
 Reclamation Bonds
 
 As at April 30, 2015, the Company had outstanding reclamation bonds for the Bootheel Property of US$25,800 (April 30, 2014 - US$25,800) registered with the Wyoming Department of Environmental Quality and State Office of Lands and Investment.
 
 During the year ended April 30, 2014, the Company recorded an impairment of reclamation bonds in the amount of $41,852 due to collectability concerns in relation to properties that have been abandoned.
 
 82
 JET METAL CORP.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 APRIL 30, 2015
 (Expressed in Canadian Dollars)
 8. FUTURE RECLAMATION PROVISIONS
 
 April 30, 2015


April 30, 2014Beginning balance

$
19,267


$
37,161Change in estimates1


-



(2,053
)Interest


1,540



1,427Reclamation expenses incurred


-



(17,268
)Ending balance

$
20,807


$
19,267
 
 1The Company revised its prior estimates based on new information regarding potential future reclamation costs, and the estimated dates of abandonment of the interests in exploration and evaluation assets.
 
 As of April 30, 2015 and 2014, the balance of future reclamation provisions relates to the Moran Lake Property which the Company abandoned during the year ended April 30, 2014 (Note 7). Although the Company no longer has title to the Moran Lake Property, it anticipates to incur cleanup costs in the future. The timing of the cleanup costs is uncertain.
 
 The total undiscounted amount of estimated cash flows required to settle the obligations is approximately $20,000, which was adjusted for inflation at the rate of 2% and discounted at 8%.
  9. CAPITAL STOCK AND RESERVES
 
 Common share and share purchase warrant issuances
  The Company issued the following common shares and share purchase warrants during the year ended April 30, 2015:
  On December 9, 2014, the Company issued 612,500 common shares valued at $107,188 to settle amounts payable to MJM Consulting Corp. totaling $91,875 (Note 10). This resulted in a loss on settlement of debt in the amount of $15,313.
  On December 9, 2014, the Company issued 1,027,916 common shares valued at $179,885 to settle amounts payable to King & Bay West Management Corp. totaling $154,187 (Note 10). This resulted in a loss on settlement of debt in the amount of $25,698.
  On September 16, 2014, the Company closed a non-brokered private placement and issued 20,000,000 units at a price of $0.15 per unit for gross proceeds of $3,000,000. Each unit consists of one common share and one common share purchase warrant. Each common share purchase warrant is exercisable to acquire one common share for a period of 5 years at an exercise price of $0.25. The Company paid cash commission to certain arm’s length parties in the amount of $6,450 and cash share issue costs in the amount of $27,656.
 There were no common share or share purchase warrant issuances during the years ended April 30, 2014 or 2013.
  During the year ended April 30, 2014, the Company consolidated its common shares on the basis of one post-consolidated share for every ten pre-consolidated common shares held (Note 1). All references to share and per share amounts have been retroactively restated to reflect this share consolidation.
 
 83
 JET METAL CORP.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 APRIL 30, 2015
 (Expressed in Canadian Dollars)
 
 9. CAPITAL STOCK AND RESERVES (continued)
  Share purchase warrants
  The following is a summary of warrant activities during the years ended April 30, 2013, 2014 and 2015:
 
 Number of Warrants


Weighted Average Exercise PriceOutstanding, April 30, 2012


2,242,246


$
8.71Expired


(1,325,000
)

$
10.04Outstanding, April 30, 2013


917,246


$
6.79Expired


(917,246
)

$
6.79Outstanding, April 30, 2014


-



-Issued


20,000,000


$
0.25Outstanding, April 30, 2015


20,000,000


$
0.25
 
 As at April 30, 2015, the Company had the following share purchase warrants outstanding:
 Outstanding
Exercise Price
Remaining Life (Years)
Expiry Date20,000,000
$0.25
4.39
September 16, 2019
 Stock options
 
 The Company’s Stock Option Plan is a 10% rolling plan that allows a maximum 10% of the issued shares to be reserved for issuance under the plan. Options granted under the plan may not have a term exceeding 10 years and vesting provisions are at the discretion of the Board of Directors.
 
 The following is a summary of stock option activities during the years ended April 30, 2013, 2014 and 2015:
 
 Number of Stock Options


Weighted Average Exercise PriceOutstanding, April 30, 2012


660,012


$
11.03Forfeited


(35,000
)

$
7.39Expired


(25,049
)

$
30.42Outstanding, April 30, 2013


599,963


$
10.43Forfeited


(187,250
)

$
6.75Expired


(70,500
)

$
12.55Outstanding, April 30, 2014


342,213


$
12.01Forfeited


(232,750
)

$
12.70Expired


(83,463
)

$
10.10Outstanding, April 30, 2015


26,000


$
11.95
 
 At April 30, 2015, the following stock options were outstanding to directors, officers and employees:
  Outstanding

Exercisable

Exercise Price

Remaining Life (Years)

Expiry Date20,000

20,000

$14.40

0.64

December 21, 20156,000

6,000

$3.80

1.99

April 24, 201726,000

26,000
 84
 JET METAL CORP.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 APRIL 30, 2015
 (Expressed in Canadian Dollars)
 9. CAPITAL STOCK AND RESERVES (continued)
 
 Share-based compensation
 
 The Company recognizes compensation expense for all stock options granted using the fair value based method of accounting. For the year ended April 30, 2015, the Company recorded share-based compensation expense of $Nil (April 30, 2014 – recovery of $45,250; April 30, 2013 – expense of $626,364) for options forfeited or vesting during the period. No stock options were granted during the years ended April 30, 2014 or 2015.
 
 10. RELATED PARTY TRANSACTIONS
  Related parties and related party transactions impacting the consolidated financial statements not disclosed elsewhere in these consolidated financial statements are summarized below and include transactions with the following individuals or entities:
 
 Key management personnel
 
 Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole. The Company has determined that key management personnel consists of members of the Company’s Board of Directors, corporate officers, including the Company’s Chief Executive Officer, Chief Financial Officer, and Vice Presidents.
 
 Remuneration attributed to key management personnel for the years ended April 30, 2015, 2014 and 2013 is summarized as follows:
 
 April 30, 2015


April 30, 2014


April 30, 2013Share-based compensation

$
-


$
27,463


$
405,876Short-term benefits(1)


50,751



207,723



933,802$
50,751


$
235,186


$
1,339,678
 (1)
include base salaries and directors’ fees, pursuant to contractual employment or consultancy arrangements, management and consulting fees
 
 The Company had a consulting agreement with the former Executive Chairman of the Company that provided for a lump sum payment of $150,000 on termination by the Company or $450,000 in the event of a change of control of the Company. This agreement was terminated by the former Executive Chairman of the Company as of December 31, 2013 and as result, no termination payment was required to be paid by the Company.
 
 Other related party transactions and balances
 
 King & Bay West Management Corp. (“King & Bay West”): King & Bay West is an entity owned by the former Executive Chairman of the Company, who remains an insider of the Company, and provides administrative, management, geological, regulatory, tax, business development and corporate communications services to the Company.
 
 Transactions entered into with related parties other than key management personnel during the years ended April 30, 2015, 2014 and 2013 include the following:
 
 April 30, 2015


April 30, 2014


April 30, 2013King & Bay West

$
299,470


$
303,832


$
1,234,170
 
 85
 JET METAL CORP.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 APRIL 30, 2015
 (Expressed in Canadian Dollars)
 10. RELATED PARTY TRANSACTIONS(continued)
  Deposit as at April 30, 2015 consists of a security deposit in the amount of $100,000 (April 30, 2014 - $Nil) paid to King & Bay West in accordance with the management services agreement between King & Bay West and the Company (the “Management Services Agreement”). Upon termination of the Management Services Agreement, the security deposit will be applied to the final invoice rendered by King & Bay West to the Company.
 
 Amounts due to related parties as at April 30, 2015 included the following:
 
 ·
King & Bay West, controlled by the former Executive Chairman and insider of the Company - $312,886 (April 30, 2014 - $540,874). The amount due to King & Bay West consists of current and non-current amounts payable of $106,076 (April 30, 2014 - $540,874) and $206,810 (April 30, 2014 - $Nil), respectively. The non-current amount payable to King & Bay West becomes due on September 16, 2016.
 ·
MJM Consulting Corp., controlled by the former Executive Chairman and insider of the Company - $Nil (April 30, 2014 - $91,875).
 
 The amounts due to related parties are non-interest bearing.
 
 Debt settlement
 
 On September 16, 2014, the Company entered into a debt settlement agreement with King & Bay West and MJM Consulting Corp. (the “Debt Settlement Agreement”). Under the terms of the Debt Settlement Agreement, King & Bay West agreed to forgive $246,063, including Goods and Services Tax of $20,911, payable by the Company, restructure $246,063 payable by the Company into a non-interest bearing two year term loan, and convert $154,187 payable by the Company into 1,027,916 fully paid and non-assessable common shares of the Company. These common shares were valued at $179,885 and resulted in a loss on settlement of debt in the amount of $25,698. In addition, MJM Consulting Corp. agreed to convert $91,875 payable by the Company into 612,500 fully paid and non-assessable common shares of the Company. These common shares were valued at $107,188 and resulted in a loss on settlement of debt in the amount of $15,313. The common shares were issued on December 9, 2014 (Notes 9 and 11).
 
 During the year ended April 30, 2015, the Company applied payments in the amount of $39,253 (April 30, 2014 - $Nil) to the non-interest bearing two year term loan due to King & Bay West.
 
 11. SUPPLEMENTAL DISCLOSURES WITH RESPECT TO CASH FLOWS
  The Company had the following significant non-cash transactions affecting cash flows from investing or financing during the year ended April 30, 2015:
 
 ·
On December 9, 2014, the Company issued 612,500 common shares valued at $107,188 to settle amounts payable to MJM Consulting Corp. totaling $91,875 (Notes 9 and 10).
 ·
On December 9, 2014, the Company issued 1,027,916 common shares valued at $179,885 to settle amounts payable to King & Bay West totaling $154,187 (Notes 9 and 10).
 ·
On September 16, 2014, the Company realized a gain on forgiveness and settlement of related party debt in the amount of $184,141 pursuant to the Debt Settlement Agreement (Note 10).
 
 There were no significant non-cash transactions affecting cash flows from investing or financing activities during the years ended April 30, 2014 or 2013.
 
 86
 JET METAL CORP.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 APRIL 30, 2015
 (Expressed in Canadian Dollars)
 12. INCOME TAXES
 The following is a reconciliation of income taxes attributable to operations computed at the statutory tax rates to income tax recovery.
 
 April 30, 2015


April 30, 2014


April 30,

2013Loss for the year

$
(357,729
)

$
(3,967,283
)

$
(11,674,061
)Expected income tax recoverable at statutory rate


(93,000
)


(1,002,000
)


(2,919,000
)Permanent differences


(47,000
)


(8,000
)


82,000Share issuance costs


(9,000
)


-



(12,000
)Impact of different subsidiary tax rates and other


49,000



(614,000
)


(513,000
)Change in unrecognized deductible temporary differences


125,000



1,565,000



2,713,000Losses expired


19,000



-



-Impact on flow-through shares


-



-



649,000Adjustment to prior years provision versus statutory tax rates


(44,000
)


59,000



-Total income tax recovery

$
-


$
-


$
-
 
 The significant components of the Company’s unrecognized temporary differences and tax losses are as follows:
 
 April 30, 2015


Expiry Date Range


April 30, 2014Temporary DifferencesExploration and evaluation assets

$
44,447,000


No expiry date


$
44,272,000Investment tax credit


1,151,000



2028



1,151,000Equipment


579,000


No expiry date



513,000Canadian eligible capital (CEC)


1,000


No expiry date



1,000Share issue costs


137,000



2036 - 2039



396,000Future reclamation provision


21,000


No expiry date



19,000Marketable securities


97,000


No expiry date



3,500,000Allowable capital losses


1,703,000


No expiry date



-Non-capital losses available for future period – Canada


22,444,000



2016 - 2035



22,576,000Non-capital losses available for future period – United States


2,035,000



2028 - 2033



1,559,000
 
 Tax attributes are subject to review and potential adjustment by tax authorities.
 87
 
 JET METAL CORP.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 APRIL 30, 2015
 (Expressed in Canadian Dollars)
 13. SEGMENTED INFORMATION
 The Company operates in one reportable operating segment, being the acquisition, exploration and evaluation of mineral properties in North America.
 
 April 30, 2015


April 30, 2014Exploration and evaluation assetsCanada

$
2,509,791


$
2,509,791Property and equipmentUnited States

$
2,002


$
2,502Canada


73,586



88,514$
75,588


$
91,016Reclamation bondsUnited States

$
31,267


$
28,269
 
 14. CAPITAL MANAGEMENT
 
 The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue the exploration and evaluation of its exploration and evaluation assets, acquire additional mineral property interests and to maintain a flexible capital structure which optimizes the costs of capital at an acceptable risk. In the management of capital, the Company includes its components of equity.
 
 The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares, issue debt, acquire or dispose of assets.
 
 In order to maximize ongoing development efforts, the Company does not pay out dividends. Management reviews its capital management approach on an ongoing basis and believes that this approach is reasonable given the relative size of the Company.
 
 The Company currently is not subject to externally imposed capital requirements. There were no changes in the Company’s approach to capital management during the year.
 
 15. RISK MANAGEMENT AND FINANCIAL INSTRUMENTS
 
 The fair value of the Company’s receivables, payables and accrued liabilities, and amounts due to related parties approximate carrying value, due to their short-term nature. The Company’s cash and cash equivalents and marketable securities are measured at fair value under the fair value hierarchy based on level one quoted prices in active markets for identical assets or liabilities. The Company’s available-for-sale investment is measured at amortized cost on the basis that the common shares do not have a quoted market price in an active market and the fair value cannot be reliably measured. The Company’s other financial instruments, being reclamation bonds, are measured at amortized cost.
 
 The Company’s financial instruments are exposed to certain financial risks, including currency risk, credit risk, liquidity risk, interest rate risk and price risk.
 88
 JET METAL CORP.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 APRIL 30, 2015
 (Expressed in Canadian Dollars)
 
 15. RISK MANAGEMENT AND FINANCIAL INSTRUMENTS(continued)
 
 Credit risk
 
 Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations.
 
 The Company is subject to credit risk on its cash and cash equivalents and receivables. The Company limits its exposure to credit loss by placing its cash and cash equivalents with major financial institutions. The Company has no investments in asset-backed commercial paper. The Company’s receivables consist mainly of Goods and Services Tax receivable due from the Government of Canada. The Company does not believe it is exposed to significant credit risk
 
 Liquidity risk
 
 Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due.
 
 The Company manages liquidity risk through its capital management as outlined in Note 14. As a result of financing and debt restructuring completed during the year ended April 30, 2015, management believes the Company has sufficient funds to support ongoing operating expenditures and meet its liabilities as they fall due.
 
 Market Risk
 
 Market risk is the risk of loss that may arise from changes in market factors such as interest rates, commodity and equity prices, and foreign exchange rates.
 
 (a)
Interest rate risk
 
 Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.
 
 The risk that the Company will realize a loss as a result of a decline in the fair value of any short-term investments included in cash and cash equivalents is minimal because these investments generally have a fixed yield rate.
 
 (b)
Price risk
 
 The Company is exposed to price risk with respect to commodity prices, particularly uranium, and equity prices, since the Company possesses investments in publicly traded securities. The Company closely monitors those prices to determine the appropriate course of action to be taken by the Company. However, there can be no assurance that the Company can exit these positions if required, resulting in proceeds approximating the carrying value of these securities.
 
 (c)
Currency risk
 
 The Company’s expenditures are predominantly in Canadian dollars, and any future equity raised is expected to be predominantly in Canadian dollars. As at April 30, 2015, the Company has accounts payable denominated in US dollars of US$57,081, cash of US$8,249 and reclamation bonds of US$25,800. A 10% change in the Canadian dollar versus the US dollar would give rise to a gain/loss of approximately $2,791.
 
 16. SUBSEQUENT EVENT
 
 The following reportable event occurred subsequent to the year ended April 30, 2015:
 
 ·
On May 15, 2015, 5,000 stock options with an exercise price of $3.80 were forfeited.
 89


ITEM 19.  EXHIBITS
  1.1(1)
Certificate of Incorporation dated September 2, 1966
  1.2(1)
Memorandum dated August 31, 1966
  1.3(1)
Certificate of Conversion to Public Company dated February 20, 1967
  1.4(1)
Certificate of Name Change from Shasta Mines & Oil Ltd. (NPL) to International Shasta Resources Ltd dated February 4, 1975
  1.5(1)
Certificate of Name Change from International Shasta Resources Ltd. to Consolidated Shasta Resources Inc dated May 20, 1994
  1.6(1)
Certificate of Name Change from Consolidated Shasta Resources Inc. to Lima Gold Corporation dated November 23, 1994
  1.7(1)
Certificate of Name Change from Lima Gold Corporation to International Lima Resources Corp. dated September 21, 1999
  1.8(1)
Certificate of Name Change from International Lima Resources Corp. to Crosshair Exploration & Mining Corp. dated March 1, 2004
  1.9(1)
Transition Application and Notice of Articles transitioning from the former Company Act (British Columbia) to the Business Corporations Act (British Columbia) dated June 1, 2004
  1.10(1)
Notice of Alteration removing the Pre-Existing Company Provisions filed September 30, 2004
  1.11(1)
Notice of Alteration increasing the authorized share capital from 100,000,000 common shares to an unlimited number of common shares filed March 11, 2005
  1.12(1)
New Articles – 2004
  1.13(9)
Certificate of Name Change from Crosshair Exploration & Mining Corp. to Crosshair Energy Corporation dated October 28, 2011.
  1.14(10)
Certificate of Name Change from Crosshair Energy Corporation to Jet Metal Corp. dated September 17, 2013
  2.1(10)
Specimen Common Share certificate
  2.2(1)
Sample of Warrant Terms and Conditions
  4.1(1)
Victoria Lake Property Agreement between Rubicon Minerals Corp. and the Company dated February 14, 2003.  (This agreement is in relation to the South Golden Promise Property)
  4.2(1)
1st Amended Agreement with Rubicon Minerals Corp. regarding Victoria Lake Property dated April 29, 2004. (This agreement relates to the South Golden Promise Property)
  4.3(1)
2nd Amended Agreement with Rubicon Minerals Corp. regarding Victoria Lake Property dated November 16, 2004. (This agreement relates to the South Golden Promise Property)
  4.4(2)
Golden Promise Agreement between Rubicon Minerals Corp. and the Company dated May 1, 2006
   90
  4.5(1)
Amended and Restated Moran Lake Agreement between Lewis Murphy and the Company dated March 1, 2005
  4.6(10)
Stock Option Plan dated as of January 2, 2014
  4.7(10)
Sample Stock Option Agreement
  4.8
Management Services Agreement with King & Bay West Management Corp. dated September 16, 2014
  4.9(4)
Amended and Restated Shareholder Rights Plan Agreement with Computershare Investor Services Inc. dated as of November 19, 2007, as amended and restated March 31, 2008
  4.10
Warrant Indenture between the Company and Computershare Trust Company of Canada dated September 16, 2014
  4.11
[Intentionally left blank]
  4.12(6)
Purchase and Sale Agreement between the Company and Expedition dated July 29, 2008
  4.13(6)
Settlement and Release Agreement made among Expedition, Silver Spruce and the Company dated July 29, 2008
  4.14(6)
Combination Agreement made among the Company, 0843540 B.C. Ltd. and Target dated January 28, 2009
  4.15(6)
Golden Promise Option and Joint Venture Agreement between the Company and Paragon dated April 8, 2009
  4.16(6)
List of Jet Subsidiaries
  4.17(6)
The Bootheel Project, LLC Exploration, Development & Mine Operating Agreement among 448018 Exploration, Inc., NFUR Bootheel, LLC, Target Exploration and Mining Corp., Ur-Energy USA Inc. and NFU Wyoming LLC dated June 7, 2007
  4.18(7)
Amendment No. 1 to The Bootheel Project, LLC Exploration, Development & Mine Operating Agreement dated December 21, 2007
  4.19(6)
Uranium Lease and Surface and Damage Agreement between 448018 Exploration, Inc. and M J Ranches dated February 5, 2008
  4.20(6)
Assignment of Uranium Lease and Surface and Damage Agreement between 448018 Exploration, Inc. and The Bootheel Project, LLC dated April 11, 2008
  4.21(6)
Surface Impact Agreement between 448018 Exploration, Inc. and M J Ranches dated February 5, 2008
  4.22(6)
Assignment of Surface Impact Agreement between 448018 Exploration, Inc. and The Bootheel Project, LLC dated April 11, 2008
  4.23(8)
Juniper Ridge Agreement between Strathmore Resources (US) Ltd., Strathmore Minerals Corp., the Company and 448018 Exploration, Inc. dated October 29, 2010
  4.24(9)
Moran Lake Co-Ownership Agreement between the Company and Lewis Murphy dated December 5, 2011
  11.1(3)
Code of Ethics
   91
  12.1
Section 302 CEO Certification
  12.2
Section 302 CFO Certification
  13.1
Section 906 CEO Certification
  13.2
Section 906 CFO Certification
  15.1
Consent of Author – C. Stewart Wallis, P. Geo
  15.2
Consent of Author – Hrayr Agnerian, M.Sc. (Applied), P. Geo
  _________________
  (1)
Filed as an exhibit to our Registration Statement on Form 20-F filed April 25, 2006.
 (2)
Filed as an exhibit to our Registration Statement on Form 20-F filed July 21, 2006.
 (3)
Filed as an exhibit to our Form 6-K filed April 8, 2009.
 (4)
Filed as an exhibit to our Form 6-K filed April 16, 2008.
 (5)
Filed as an exhibit to our Form 6-K filed January 29, 2009.
 (6)
Filed as an exhibit to our Annual Report on Form 20-F filed June 25, 2009.
 (7)
Filed as an exhibit to our Annual Report on Form 20-F filed July 29, 2010.
 (8)
Filed as an exhibit to our Annual Report on Form 20-F filed July 29, 2011.
 (9)
Filed as an exhibit to our Annual Report on Form 20-F filed July 24, 2012.
 (10)
Filed as an exhibit to our Annual Report on Form 20-F filed August 25, 2014.
 
  92
  
  GLOSSARY OF GEOLOGICAL TERMS
 
 The following is a glossary of certain geological terms used in this Form 20-F Annual Report:
  Anomalousmeans having a geochemical or geophysical character which deviates from regularity.
  Anticlinemeans a fold with strata sloping downward on both sides from a common crest.
  Archean means of or relating to the oldest known rocks, those of the Precambrian Eon, Basaltmeans a hard, dense, dark volcanic rock composed chiefly of plagioclase, pyroxene, and olivine, and often having a glassy appearance.
  Breccia means fragmental rock whose components are angular and, therefore, as distinguished from conglomerates, are not water worn. May be sedimentary or formed by crushing or grinding along faults.
  Chertmeans variety of silica containing microcrystalline quartz.
  Claimmeans the area that confers mineral exploration/exploitation rights to the registered (mineral/mining) holder under the laws of the governing jurisdiction.
  Clasticmeans a sedimentary rock composed of fragments from pre-existing rock.
  Conglomeratemeansa composite rock made up of particles of varying size.
  Contiguousmeans adjacent.
  Diamond Drillmeans a type of rotary drill in which the cutting is done by abrasion rather than percussion.  The cutting bit is set with diamonds and is attached to the end of long hollow rods through which water is pumped to the cutting face.  The drill cuts a core of rock which is recovered in long cylindrical sections, an inch or more in diametre.
  Dolostone means a sedimentary rock composed primarily of dolomite, a mineral made up of calcium, magnesium, carbon, and oxygen.
  eU3O8means equivalent uranium as determined from a gamma log measured by a downhole probe.  Expressing the uranium content in this manner is standard industry practice for uranium exploration in the USA.
  Faultmeans a fracture in a rock along which there has been relative movement between the two sides either vertically or horizontally.
  Foliationmeans the layered structure common to metamorphic rocks.
  Fracturemeans breaks in rocks due to intensive folding or faulting.
  Galenameans a soft blue-gray mineral; a major source of lead.
  Geologicalmeans pertaining to geology, the study of the planet earth – the materials of which it is made, the processes that act on these materials, the products formed, and the history of the planet and its life forms since its origin.
  Geochemicalmeans the chemistry of the composition and alterations of the solid matter of the earth or a celestial body.
   93
  Geophysicsmeans the study of the earth by quantitative physical methods.
  Gneisses means a banded or foliated metamorphic rock, usually of the same composition as granite.
  Granitemeansplutonic igneous rock having visibly crystalline texture; generally composed of feldspar and mica and quartz.
  Graphiticmeans pertaining to, containing, derived from, or resembling, graphite.
  Greywackemeans a variety of sandstone generally characterized by its hardness, dark color, and poorly-sorted, angular grains of quartz, feldspar, and small rock fragments set in a compact, clay-fine matrix.
  Hematitemeans an iron ore that is a natural iron oxide that is reddish or brown in colour.
  Hostmeans a rock or mineral that is older than rocks or minerals introduced into it.
  Indicated Mineral Resource - is that part of a Mineral Resource for which quantity, grade or quality, densities, shape and physical characteristics, can be estimated with a level of confidence sufficient to allow the appropriate application of technical and economic parameters, to support mine planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough for geological and grade continuity to be reasonably assumed.  This definition is from the Canadian Institute of Mining, Metallurgy and Petroleum Standards on Mineral Resources and Mineral Reserves adopted on December 11, 2005.
  Inferred Mineral Resource - is that part of a Mineral Resource for which quantity and grade or quality can be estimated on the basis of geological evidence and limited sampling and reasonably assumed, but not verified, geological and grade continuity. The estimate is based on limited information and sampling gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes.  This definition is from the Canadian Institute of Mining, Metallurgy and Petroleum Standards on Mineral Resources and Mineral Reserves adopted on December 11, 2005.
  Intrusionmeans a rock formed by having moved while in a molten state into pre-existing rocks.
  Limestone means a sedimentary rock consisting mainly of calcium that was deposited by the remains of marine animals.
  Maficmeans relating to or being a dark-coloured igneous group of minerals that have high magnesium and iron content.
  Mineral Resourcemeans a concentration or occurrence of natural, solid, inorganic or fossilized organic material in or on the Earth's crust in such form and quantity and of such a grade or quality that it has reasonable prospects for economic extraction. The location, quantity, grade, geological characteristics and continuity of a mineral resource are known, estimated or interpreted from specific geological evidence and knowledge.
  Mineralizationmeans the concentration of metals and their chemical compounds within a body of rock.
  Mudstonemeansa detrital sedimentary rock composed of clay-sized particles.
  Net Smelter Return and NSRmeansthe amount of the excess, if any, of Revenue, less Costs.  All or any exploration, development and mine construction costs and interest thereon are not to be charged or deducted from the NSR.
  NI 43-101means National Instrument 43-101 Standards of Disclosure for Mineral Projects, as adopted by the Canadian Securities Administrators effective December 30, 2005.
   94
  Paleoproterozoic means adjective implying conditions between 1.6 billon years ago and 2.5 billion years ago.
  Pyritemeansa cubic iron sulfide mineral with a brassy metallic luster that is used as an iron ore, as a source of sulfur, and in the production of sulfuric acid.
  Quartzmeans a mineral composed of silicon dioxide.
  Sandstonemeans a type of sedimentary rock made up of particles of sand, mostly quartz, bound together with a mineral cement, along with some feldspar, mica and rock debris.
  Shalemeansa fine-grained detrital sedimentary rock, formed by the compaction of clay, silt, or mud
  Siltstonemeans a form of fine-grained sandstone consisting of compressed silt.
  Soil samplingmeans the systematic collection of soil samples at a series of different locations in order to study the distribution of soil geochemical values.
  Stratigraphymeans Cultural remains and natural sediments become buried over time, forming strata.
  Striaemeans grooves on a rock surface caused by the movement of a glacier over the rock.  Provides a direction for tracing boulders to their source.
  Strikemeans the direction or trend of a geologic structure.
  Synclinemeans a fold in rocks in which the rock layers dip inward from both sides toward the axis.
  Tuffmeans hard volcanic rock composed of compacted volcanic ash.
  UTM grid means Universal Transverse Mercator grid.
  Veinmeans a thin sheet-like intrusion into a fissure or crack, commonly quartz-bearing.
  Volcanicmeans a description of rocks originating from volcanic activity.
  
   95
  SIGNATURES
 
 The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
 
 
 JET METAL CORP.
 
 
 
 /s/ Jim Crawford
 
 By:           Jim Crawford
 Chief Executive Officer
 
 
 Date: August 25, 2015
 
  96