FORM 7 – MONTHLY PROGRESS REPORT January 2015 Page 1 FORM 7 MONTHLY PROGRESS REPORT Name of Listed Issuer
FORM 7
MONTHLY PROGRESS REPORT
Name of Listed Issuer: Irving Resources Inc. (the “Issuer”).
Trading Symbol: IRV
Number of Outstanding Listed Securities: 57,868,739
Date: October 5, 2020
This Monthly Progress Report must be posted before the opening of trading on the fifth trading day of each month. This report is not intended to replace the Issuer’s obligation to separately report material information forthwith upon the information becoming known to management or to post the forms required by Exchange Policies. If material information became known and was reported during the preceding month to which this report relates, this report should refer to the material information, the news release date and the posting date on the Exchange website.
This report is intended to keep investors and the market informed of the Issuer’s ongoing business and management activities that occurred during the preceding month. Do not discuss goals or future plans unless they have crystallized to the point that they are "material information" as defined in the Policies. The discussion in this report must be factual, balanced and non-promotional.
General Instructions
(a) Prepare this Monthly Progress Report using the format set out below. The sequence of questions must not be altered nor should questions be omitted or left unanswered. The answers to the items must be in narrative form. State when the answer to any item is negative or not applicable to the Issuer. The title to each item must precede the answer.
(b) The term “Issuer” includes the Issuer and any of its subsidiaries.
(c) Terms used and not defined in this form are defined or interpreted in Policy 1 – Interpretation and General Provisions.
Report on Business
1. Provide a general overview and discussion of the development of the Issuer’s business and operations over the previous month. Where the Issuer was inactive disclose this fact.
During the month, the Issuer continued to advance the Omu Project with exploration drilling.
2. Provide a general overview and discussion of the activities of management.
During the month, the Issuer announced that it signed a binding option agreement to acquire the 5.2 sq km Yamagano mining license located in southern Kyushu, Japan. For complete details, refer to the Issuer’s news release dated September 28, 2020.
Pursuant to the Issuer’s stock option plan, the Issuer granted incentive stock options to directors, officers, employees and consultants to purchase an agreegrae of 1,550,000 common shares at an exercise price of $3.55 per share. The stock options have a term of three years, subject to one-third of the grant vesting every six months from the date of grant until fully vested in the first 18 months of the term.
3. Describe and provide details of any new products or services developed or offered. For resource companies, provide details of new drilling, exploration or production programs and acquisitions of any new properties and attach any mineral or oil and gas or other reports required under Ontario securities law.
None
4. Describe and provide details of any products or services that were discontinued. For resource companies, provide details of any drilling, exploration or production programs that have been amended or abandoned.
5. Describe any new business relationships entered into between the Issuer, the Issuer’s affiliates or third parties including contracts to supply products or services, joint venture agreements and licensing agreements etc. State whether the relationship is with a Related Person of the Issuer and provide details of the relationship.
None
6. Describe the expiry or termination of any contracts or agreements between the Issuer, the Issuer’s affiliates or third parties or cancellation of any financing arrangements that have been previously announced.
None
7. Describe any acquisitions by the Issuer or dispositions of the Issuer’s assets that occurred during the preceding month. Provide details of the nature of the assets acquired or disposed of and provide details of the consideration paid or payable together with a schedule of payments if applicable, and of any valuation. State how the consideration was determined and whether the acquisition was from or the disposition was to a Related Person of the Issuer and provide details of the relationship.
None
8. Describe the acquisition of new customers or loss of customers.
None
9. Describe any new developments or effects on intangible products such as brand names, circulation lists, copyrights, franchises, licenses, patents, software, subscription lists and trade-marks.
None
10. Report on any employee hirings, terminations or lay-offs with details of anticipated length of lay-offs.
None
11. Report on any labour disputes and resolutions of those disputes if applicable. None
12. Describe and provide details of legal proceedings to which the Issuer became a party, including the name of the court or agency, the date instituted, the principal parties to the proceedings, the nature of the claim, the amount claimed, if any, if the proceedings are being contested, and the present status of the proceedings. None
13. Provide details of any indebtedness incurred or repaid by the Issuer together with the terms of such indebtedness.
14. Provide details of any securities issued and options or warrants granted.
| Security | Number Issued | Details of Issuance | Use of Proceeds(1) |
|---|---|---|---|
| Common Shares | 87,500 | Option Agreement | N/A |
| Common Shares | 271,665 | Exercise of options | N/A |
| Common Shares | 154,682 | Exercise of warrants | N/A |
(1) State aggregate proceeds and intended allocation of proceeds.
15. Provide details of any loans to or by Related Persons.
None
16. Provide details of any changes in directors, officers or committee members. None
17. Discuss any trends which are likely to impact the Issuer including trends in the Issuer’s market(s) or political/regulatory trends.
Management is not aware of any trends in the Issuer’s markets, or political or regulatory trends arising in September 2020 that could have a direct impact on the Issuer, other than the following:
In March 2020, the World Health Organization declared a global pandemic as a result of the COVID19 outbreak. This contagious disease, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies and financial markets globally, potentially leading to an economic downturn. The pandemic has not materially affected the Issuer; however, it is not possible to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Issuer’s business or results of operations at this time.
The Issuer’s Board of Directors has been meeting weekly since the global pandemic was declared to monitor and assess any potential impacts on the Issuer’s operations. The Issuer has implemented safety guidelines and has backup plans should anyone become infected. However, to date there are no known cases in the vicinity of Omu region and the Issuer has not incurred any significant slow down to its operations as a result of the pandemic.
Certificate Of Compliance
The undersigned hereby certifies that:
1. The undersigned is a director and/or senior officer of the Issuer and has been duly authorized by a resolution of the board of directors of the Issuer to sign this Certificate of Compliance.
2. As of the date hereof there was no material information concerning the Issuer which has not been publicly disclosed.
3. The undersigned hereby certifies to the Exchange that the Issuer is in compliance with the requirements of applicable securities legislation (as such term is defined in National Instrument 14-101) and all Exchange Requirements (as defined in CNSX Policy 1).
4. All of the information in this Form 7 Monthly Progress Report is true.
Dated: October 5, 2020 .
Akiko Levinson Name of Director or Senior Officer
signed “Akiko Levinson”
Signature President Official Capacity
| Issuer Details: Irving Resources Inc. | For Month End: September 2020 | Date of Report 2020/10/05 |
| Issuer Address 999 Canada Place, Suite 404 | ||
| City/Province/Postal Code: Vancouver, BC V6C 3E2 | Issuer Fax No.: (604) 971-0209 | Issuer Telephone No.: (604) 682-3234 |
| Contact Name: Akiko Levinson | Contact Position: President | Contact Telephone No.: (604) 682-3234 |
| Contact Email Address: [email protected] | Web Site Address: www.IRVresources.com |