6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 6-K

REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 AND 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the Period   May 2017            File No.    0-55349

Focus Ventures Ltd.

(Name of Registrant)

200 Burrard Street, Suite 650, Vancouver, British Columbia, Canada V6C 3L6

(Address of principal executive offices)

1.

Interim Financial Statements for the period ended February 28, 2017

2.

Management Discussion and Analysis

3.

CEO Certification

4.

CFO Certification

Indicate by check mark whether the Registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

FORM 20-F x

FORM 40-F ¨

Indicate by check mark whether the Registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ¨

No x

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Form 6-K to be signed on its behalf by the undersigned, thereunto duly authorized.

Focus Ventures Ltd.

(Registrant)

Dated:  May 2, 2017 By:  /s/ “Gordon Tainton”             Gordon Tainton             President

EX-99.1

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

THREE MONTHS ENDED FEBRUARY 28, 2017

Unaudited – Prepared by Management)

(Expressed in Canadian Dollars)

NOTICE OF NO AUDITOR REVIEW OF

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

In accordance with National Instrument 51-102 of the Canadian Securities Administrators, the Company discloses that its external auditors have not reviewed the unaudited condensed consolidated interim financial statements for the three months ended February 28, 2017. These financial statements have been prepared by management and approved by the Audit Committee and the Board of Directors of the Company.

FOCUS VENTURES LTD.

(An Exploration Stage Company)

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION (UNAUDITED)

(Expressed in Canadian Dollars)

	February 28, 2017	November 30, 2016
ASSETS
Current assets
Cash (Note 5)	$        1,022,915	$        202,118
Taxes receivable	121,903	127,151
Other receivables	6,621	14,981
Inventory (Note 8)	615,578	561,618
Prepaid expenses and deposits (Note 16)	58,092	43,128
	1,825,109	948,996
Non-current assets
Long-term deposits (Note 16)	61,000	61,000
Property and equipment (Note 7)	19,978	21,461
Exploration and evaluation assets (Note 10)	9,790,995	9,714,445
Goodwill	432,406	429,025
	10,304,379	10,225,931
TOTAL ASSETS	$   12,129,488	$   11,174,927
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued liabilities (Note 16)	$     1,587,714	$     1,782,670
Due to related parties (Note 16)	184,076	132,178
Term debt (Note 12)	4,466,360	4,460,847
	6,238,150	6,375,695
Non-current liabilities
Asset retirement obligation (Note 13)	130,983	126,582
Deferred income tax liability	3,290,288	3,263,000
Total liabilities	9,659,421	9,765,277
Shareholders' equity (deficiency)
Share capital (Note 14)	33,508,181	33,508,181
Share subscriptions received (Note 22)	1,125,000	-
Other equity reserve (Note 14)	2,676,425	2,676,425
Accumulated other comprehensive income	162,056	126,946
Deficit	(37,625,532)	(37,497,070)
Deficit attributed to shareholders of the Company	(153,870)	(1,185,518)
Non-controlling interest (Note 6)	2,623,937	2,595,168
Total shareholders' equity	2,470,067	1,409,650
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$   12,129,488	$   11,174,927

APPROVED ON BEHALF OF THE BOARD OF DIRECTORS ON MAY 1, 2017:

“Simon Ridgway”	, Director	“Mario Szotlender”	, Director
Simon Ridgway		Mario Szotlender

See accompanying notes to the condensed consolidated interim financial statements

FOCUS VENTURES LTD.

(An Exploration Stage Company)

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF LOSS (UNAUDITED)

(Expressed in Canadian Dollars)

	Three months ended February 28,	Three months ended February 29,
	2017	2016
EXPLORATION EXPENDITURES (Note 11)	$         132,825	$         414,465
GENERAL AND ADMINISTRATIVE EXPENSES
Accounting and legal	52,013	29,225
Amortization	1,483	3,337
Finance expense (Note 12)	209,469	227,970
Interest and bank charges	2,073	1,656
Management fees (Note 16)	13,500	20,500
Office and miscellaneous (Note 16)	11,781	25,962
Regulatory and stock exchange fees (Note 16)	10,340	12,693
Rent and utilities (Note 16)	11,222	20,026
Salaries and benefits (Note 16)	24,689	72,658
Shareholder communication (Note 16)	8,870	28,279
Travel and accommodation (Note 16)	13,600	28,959
	359,040	471,265
Loss from operations	(491,865)	(885,730)
Interest and other income	79	1,699
Foreign exchange gain (loss)	132,612	(241,458)
Asset retirement obligation accretion (Note 13)	(347)	(1,983)
Recovery of accounts payables and accrued liabilities	244,781	316,513
Loss	$         (114,740)	$         (810,959)
Income (loss) attributable to:
Equity shareholders of the Company	$         (128,462)	$         (809,291)
Non-controlling interest	13,722	(1,668)
	$         (114,740)	$         (810,959)
Loss per share attributable to equity shareholders of the Company
- basic and diluted	($0.00)	($0.01)
Weighted average number of shares outstanding
- basic and diluted	132,239,110	116,560,554

See accompanying notes to the condensed consolidated interim financial statements

FOCUS VENTURES LTD.

(An Exploration Stage Company)

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED)

(Expressed in Canadian Dollars)

	Three months ended February 28,	Three months ended February 29,
	2017	2016
Loss	$        (114,740)	$        (810,959)
Other comprehensive income:
Exchange gains arising on translation of foreign operation	50,157	-
Total comprehensive loss	$        (64,583)	$        (810,959)
Comprehensive income (loss) attributable to:
Equity shareholders of the Company	$        (93,352)	$        (810,959)
Non-controlling interest	28,769	-
	$        (64,583)	$        (810,959)

See accompanying notes to the condensed consolidated interim financial statements

FOCUS VENTURES LTD.

(An Exploration Stage Company)

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN EQUITY (UNAUDITED)

For the three months ended February 28, 2017

(Expressed in Canadian Dollars)

		Equity attributed to shareholders of the Company
	Number of common shares	Share capital	Share subscriptions received (receivable)	Other equity reserve	Accumulated other comprehensive income	Deficit	Total	Non-controlling interest	Total
Balance, November 30, 2015	116,560,554	$  32,404,635	$                   -	$  2,664,502	$                   -	$(33,712,303)	$    1,356,834	$  2,412,824	$    3,769,658
Loss for the period	-	-	-	-	-	(809,291)	(809,291)	(1,668)	(810,959)
Balance, February 29, 2016	116,560,554	32,404,635	-	2,664,502	-	(34,521,594)	547,543	2,411,156	2,958,699
Loss for the period	-	-	-	-	-	(2,975,476)	(2,975,476)	(722,167)	(3,697,643)
Shares issued for private    placements	10,702,832	676,434	-	19,250	-	-	695,684	-	695,684
Shares issued for loan fee	2,740,340	274,034	-	-	-	-	274,034	-	274,034
Shares issued for warrant exercises	2,235,384	153,000	-	-	-	-	153,000	-	153,000
Transfer of other equity reserve on    exercise of warrants	-	7,327	-	(7,327)	-	-	-	-	-
Share issuance costs	-	(7,249)	-	-	-	-	(7,249)	-	(7,249)
Equity contributed by non-controlling    interest	-	-	-	-	-	-	-	683,492	683,492
Non-controlling interest non-    reciprocal contribution	-	-	-	-	-	-	-	168,283	168,283
Currency translation adjustment	-	-	-	-	126,946	-	126,946	54,404	181,350
Balance, November 30, 2016	132,239,110	33,508,181	-	2,676,425	126,946	(37,497,070)	(1,185,518)	2,595,168	1,409,650
Income (loss) for the period	-	-	-	-	-	(128,462)	(128,462)	13,722	(114,740)
Shares subscribed	-	-	1,125,000	-	-	-	1,125,000	-	1,125,000
Currency translation adjustment	-	-	-	-	35,110	-	35,110	15,047	50,157
Balance, February 28, 2017	132,239,110	$  33,508,181	$    1,125,000	$  2,676,425	$         162,056	$(37,625,532)	$     (153,870)	$  2,623,937	$    2,470,067

See accompanying notes to the condensed consolidated interim financial statements

FOCUS VENTURES LTD.

(An Exploration Stage Company)

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS (UNAUDITED)

(Expressed in Canadian Dollars)

	Three months ended February 28,	Three months ended February 29,
	2017	2016
OPERATING  ACTIVITIES
Net loss for the period	$         (114,740)	$         (810,959)
Items not involving cash:
Amortization	1,483	3,337
Accretion of asset retirement obligation	347	1,983
Finance expense	67,813	84,159
Unrealized foreign exchange loss (gain)	(60,732)	74,421
Recovery of accounts payable and accrued liabilities	(244,781)	(316,513)
	(350,610)	(963,572)
Changes in non-cash working capital items:
Taxes receivable	5,248	6,720
Prepaid expenses and deposits	(14,964)	23,956
Other receivables	8,360	(193)
Inventory	(53,960)	-
Due to related parties	51,898	72,043
Accounts payable and accrued liabilities	49,825	(456,706)
Net cash used in operating activities	(304,203)	(1,317,752)
FINANCING ACTIVITIES
Share subscriptions received	1,125,000	-
Net cash provided by financing activities	1,125,000	-
Increase (decrease) in cash	820,797	(1,317,752)
Cash, beginning of period	202,118	2,136,244
Cash, end of period	$      1,022,915	$         818,492

Supplemental disclosure with respect to cash flows (Note 20)

FOCUS VENTURES LTD.

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

For the three months ended February 28, 2017

(Expressed in Canadian Dollars)

1.

CORPORATE INFORMATION

Focus Ventures Ltd. (the “Company”) was incorporated in British Columbia and its common shares are publicly traded on the TSX Venture Exchange (“TSX-V”).

The Company is domiciled in Vancouver, Canada and is engaged in the acquisition and exploration of mineral properties located primarily in Peru. The address of the Company’s corporate office is #650 – 200 Burrard Street, Vancouver, BC, Canada V6C 3L6.

2.

BASIS OF PREPARATION

Statement of Compliance

These condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standards (“IAS”) 34, Interim Financial Reporting, as issued by the International Accounting Standards Board (“IASB”) on a basis consistent with the significant accounting policies disclosed in note 3 of the audited consolidated financial statements for the year ended November 30, 2016. These condensed consolidated interim financial statements do not include all of the information required for full annual financial statements.

Basis of Measurement

These condensed consolidated interim financial statements have been prepared on the historical cost basis.

The condensed consolidated interim financial statements are presented in Canadian dollars (“CDN”), which is also the Company’s and all of its subsidiaries functional currency, except for its 70% interest in Juan Paulo Quay S.A.C., which has a functional currency of the Peruvian Sol. See Note 3(d) for more information.

The preparation of consolidated financial statements in compliance with IFRS requires management to make certain critical accounting estimates. It also requires management to exercise judgment in applying the Company’s accounting policies.  The areas involving a higher degree of judgment of complexity, or areas where assumptions and estimates are significant to the condensed consolidated interim financial statements are disclosed in Note 4.

Nature of Operations and Ability to Continue as a Going Concern

These condensed consolidated interim financial statements have been prepared on a going concern basis, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year.  Realization values may be substantially different from the carrying values shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At February 28, 2017, the Company had not yet achieved profitable operations, has accumulated losses of $37,625,532 since inception, and is expected to incur further losses in the development of its business, all of which raises substantial doubt about its ability to continue as a going concern. The Company will periodically have to raise additional financing in order to conduct its planned work programs on mineral properties and meet its ongoing levels of corporate overhead and discharge its liabilities as they come due.  While the Company has been successful in securing financings in the past, there is no assurance that it will be able to do so in the future.

FOCUS VENTURES LTD.

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

For the three months ended February 28, 2017

(Expressed in Canadian Dollars)

2.

BASIS OF PREPARATION – cont’d

Basis of Consolidation

These condensed consolidated interim financial statements include the accounts of the Company and its wholly owned subsidiaries. A subsidiary is an entity in which the Company is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. All material intercompany transactions and balances have been eliminated on consolidation.

Details of the Company’s principal subsidiaries at February 28, 2017 are as follows:

Name	Place of incorporation	Ownership %	Principal activity
Minera Focus, S.A.C.	Peru	100%	Exploration company
Agrifos Peru S.A.C.	Peru	100%	Exploration company
Focus (Cayman) Inc.	Cayman Islands	100%	Holding company
Agrifos International (Cayman) Inc.	Cayman Islands	100%	Holding company
Juan Paulo Quay S.A.C.	Peru	70%	Exploration and mining company

3.

STANDARDS, AMENDMENTS AND INTERPRETATIONS NOT YET EFFECTIVE

The following new standard has been issued by the IASB but is not yet effective:

IFRS 9 Financial Instruments

IFRS 9 will replace IAS 39 Financial Instruments: Recognition and Measurement and IFRIC 9 Reassessment of Embedded Derivatives. The final version of this new standard supersedes the requirements of earlier versions of IFRS 9.

The main features introduced by this new standard compared with predecessor IFRS are as follows:

·

Classification and measurement of financial assets:

Debt instruments are classified and measured on the basis of the entity's business model for managing the asset and its contractual cash flow characteristics as either: “amortized cost”, “fair value through other comprehensive income”, or “fair value through profit or loss” (default). Equity instruments are classified and measured as “fair value through profit or loss” unless upon initial recognition elected to be classified as “fair value through other comprehensive income”.

·

Classification and measurement of financial liabilities:

When an entity elects to measure a financial liability at fair value, gains or losses due to changes in the entity’s own credit risk is recognized in other comprehensive income (as opposed to previously profit or loss). This change may be adopted early in isolation of the remainder of IFRS 9.

·

Impairment of financial assets:

An expected credit loss impairment model replaced the incurred loss model and is applied to financial assets at “amortized cost” or “fair value through other comprehensive income”, lease receivables, contract assets or loan commitments and financial guarantee contracts. An entity recognizes twelve-month expected credit losses if the credit risk of a financial instrument has not increased significantly since initial recognition and lifetime expected credit losses otherwise.

FOCUS VENTURES LTD.

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

For the three months ended February 28, 2017

(Expressed in Canadian Dollars)

3.

STANDARDS, AMENDMENTS AND INTERPRETATIONS NOT YET EFFECTIVE – cont’d

IFRS 9 Financial Instruments – cont’d

·

Hedge accounting:

Hedge accounting remains a choice, however, is now available for a broader range of hedging strategies. Voluntary termination of a hedging relationship is no longer permitted. Effectiveness testing now needs to be performed prospectively only. Entities may elect to continue to applying IAS 39 hedge accounting on adoption of IFRS 9 (until the IASB has completed its separate project on the accounting for open portfolios and macro hedging).

Effective for the Company's annual period beginning December 1, 2018.

IFRS 15 Revenue from Contracts with Customers

IFRS 15, Revenue from Contracts with Customers specifies how and when revenue should be recognized as well as requiring more informative and relevant disclosures. The standard supersedes IAS 18 Revenue, IAS 11 Construction Contracts, and a number of revenue-related interpretations. Application of the standard is mandatory and it applies to nearly all contracts with customers: the main exceptions are leases, financial instruments and insurance contracts. IFRS 15 is effective for annual periods starting on or after January 1, 2018, with earlier application permitted.

IFRS 16 Leases

On January 13, 2016, the IASB issued IFRS 16 Leases of which requires lessees to recognize assets and liabilities for most leases. For lessors, there is little change to the existing accounting in IAS 17 Leases. The new standard will be effective for annual periods beginning on or after January 1, 2019. Early application is permitted, provided the new revenue standard, IFRS 15 Revenue from Contracts with Customers, has been applied, or is applied at the same date as IFRS 16.

4.

CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS

The Company makes estimates and assumptions about the future that affect the reported amounts of assets and liabilities. Estimates and judgments are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.  In the future, actual experience may differ from these estimates and assumptions.

The effect of a change in an accounting estimate is recognized prospectively by including it in comprehensive loss in the period of the change, if the change affects that period only, or in the period of the change and future periods, if the change affects both.

The key areas of judgment and estimates applied in the preparation of the condensed consolidated interim financial statements that could result in a material adjustment to the carrying amounts of assets and liabilities are as follows:

a)

Although the Company has taken steps to verify title to mineral properties in which it has an interest, these procedures do not guarantee the Company’s title. Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects.

b)

The carrying value of the investment in acquisition costs relates to a mineral interest and exploration and evaluation asset, and the recoverability of their carrying values. The Company’s accounting policy for acquisition costs relating to the mineral interest and exploration and evaluation asset requires judgment in determining whether it is likely that future economic benefits will flow to the Company.

FOCUS VENTURES LTD.

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

For the three months ended February 28, 2017

(Expressed in Canadian Dollars)

4.

CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS – cont’d

If, after acquisition costs relating to the mineral interest or exploration and evaluation asset are capitalized, information becomes available suggesting that the carrying amount of the mineral interest or exploration and evaluation asset may exceed its recoverable amount, the Company carries out an impairment test at the cash-generating unit (“CGU”) or group of cash-generating units (“CGUs”) level in the year the new information becomes available. The recoverable amount is most sensitive to the discount rate used in the discounted cash flow model as well as the expected future cash flows and the growth rates used. To arrive at cash flow projections the Company uses estimates of economic and market information over the projection period, including growth rates in revenues, estimates of future expected changes in operating margins, and cash expenditures.

c)

Inventory valuation requires judgment to determine obsolescence and estimates of provisions for obsolescence to ensure that the carrying value of inventory is not in excess of net realizable value.

d)

Amortization of intangible assets requires judgment in determining the useful life of the assets and estimates as to the residual value at the end of their useful lives and determination of the appropriate amortization rates.

e)

The functional currency for each of the Company’s subsidiaries is the currency of the primary economic environment in which the entity operates.  Determination of the functional currency may involve certain judgments to determine the primary economic environment and the Company reconsiders functional currency of its entities if there is a change in events and conditions which determined the primary economic environment.

Upon the completion of certain conditions on May 1, 2016 pertaining to the Company’s 70% acquisition of JPQ, the functional currency of JPQ changed from the Canadian dollar to the Peruvian Sol.

f)

Judgment is required in the determination that the Company will continue as a going concern for the next year (Note 2).

g)

The Company may be subject to income tax in several jurisdictions and significant judgment is required in determining the provision for income taxes. During the ordinary course of business and on dispositions of mineral property or interests therein, there are transactions and calculations for which the ultimate tax determination is uncertain. As a result, the Company recognizes tax liabilities based on estimates of whether additional taxes and interest will be due. This assessment relies on estimates and assumptions and may involve a series of judgments about future events, and interpretation of tax law. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will impact income tax expense in the period in which such determination is made.

5.

CASH AND CASH EQUIVALENTS

Cash includes cash at banks and on hand.  Pursuant to a loan agreement covenant, the Company is required to maintain a minimum cash or cash equivalent balance of $500,000 throughout the term of the loan (Note 12).

FOCUS VENTURES LTD.

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

For the three months ended February 28, 2017

(Expressed in Canadian Dollars)

6.

NON-CONTROLLING INTEREST

There are material non-controlling interests (“NCI”) in Juan Paulo Quay S.A.C. (“JPQ”), a 70% owned subsidiary of the Company acquired on March 26, 2015.

Summarized financial information in relation to JPQ, before intra-group eliminations, is presented below together with amounts attributed to NCI:

	Three months ended February 28, 2017		Three months ended February 29, 2016
Exploration expense recovery	$	45,741	$	-
Exploration expenses		-		(5,559)
Income (loss)	$	45,741	$	(5,559)
Income (loss) allocated to NCI	$	13,722	$	(1,668)
Other comprehensive income allocated to NCI:
Currency translation adjustment		15,047		-
Total comprehensive income (loss) allocated to NCI	$	28,769	$	(1,668)
Dividends paid to NCI	$	-	$	-
Cash flows from operating activities	$	45,741	$	(5,559)
Cash flows from investing activities		-		-
Cash flows from financing activities		-		-
Net cash inflows (outflows)	$	45,741	$	(5,559)

As at	February 28, 2017		November 30, 2016
Current assets	$	816,606	$	718,630
Non-current assets		11,018,547		10,941,997
		11,835,153		11,660,627
Current liabilities		(27,615)		(181,429)
Non-current liabilities		(3,421,271)		(3,389,582)
		(3,448,886)		(3,571,011)
Net assets	$	8,386,267	$	8,089,616
Non-controlling interests		2,515,880		2,426,885
Non-controlling interest non-reciprocal contribution		108,057		168,283
Accumulated non-controlling interests	$	2,623,937	$	2,595,168

FOCUS VENTURES LTD.

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

For the three months ended February 28, 2017

(Expressed in Canadian Dollars)

7.

PROPERTY AND EQUIPMENT

	Vehicles	Computer equipment	Furniture and equipment	Leasehold improvements	Total
Cost
Balance, November 30, 2015	$      60,062	$      33,951	$          27,781	$          19,060	$     140,854
Disposals	(28,181)	-	-	-	(28,181)
Balance, November 30, 2016	31,881	33,951	27,781	19,060	112,673
Balance, February 28, 2017	$      31,881	$      33,951	$          27,781	$          19,060	$     112,673
Accumulated amortization
Balance, November 30, 2015	$      38,402	$      30,763	$          12,108	$            9,300	$       90,573
Charge for period	3,432	957	3,743	2,460	10,592
Recaptured	(9,953)	-	-	-	(9,953)
Balance, November 30, 2016	31,881	31,720	15,851	11,760	91,212
Charge for period	-	167	701	615	1,483
Balance, February 28, 2017	$      31,881	$      31,887	$          16,552	$          12,375	$       92,695
Carrying amounts
At November 30, 2016	$                -	$        2,231	$          11,930	$            7,300	$       21,461
At February 28, 2017	$                -	$        2,064	$          11,229	$            6,685	$       19,978

8.

INVENTORY

The Company produces gypsum on its Bayovar 12 Project in compliance with the requirements of the Peru mining authority for maintaining the Bayovar 12 concession in good standing, with annual minimum production set at 80,000 tonnes.

During the period ended February 28, 2017, the Company sold 9,663 tonnes of gypsum for gross proceeds of $97,144, which was recorded as an exploration expenditure cost recovery and produced 660 tonnes of gypsum at a cost of $4,116.  Further adjustments recording during the period increased the carrying cost of inventory by $134,773. As of February 28, 2017, the Company held 76,494 tonnes of gypsum inventory.  

As at	February 28, 2017	November 30, 2016
Gypsum inventory	$          615,578	$          561,618

Product inventory is valued at the lower of average production cost and estimated net realizable value. Costs include all direct costs incurred in production including direct labour and materials, freight, depreciation and amortization and directly attributable overhead costs.

FOCUS VENTURES LTD.

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

For the three months ended February 28, 2017

(Expressed in Canadian Dollars)

9.

MINERAL INTEREST

During the 2015 fiscal year, the Company capitalized a cost of $555,706 for its gypsum mineral interest acquired through the business combination with JPQ.

As at February 28, 2017, the carrying value of the mineral interest was determined to be impaired and as a result, written down to nil.

	Bayovar
Balance, November 30, 2015	$          587,564
Asset retirement obligation adjustment	(33,830)
Amortization for the period	(22,521)
Impairment of mineral interest	(531,213)
Balance, November 30, 2016	-
Balance, February 28, 2017	$                      -

10.

EXPLORATION AND EVALUATION ASSETS

The Company has capitalized the following acquisition costs on its mineral properties as at February 28, 2017:

	Bayovar
Balance, November 30, 2015	$       9,472,448
Cumulative translation adjustment	241,997
Balance, November 30, 2016	9,714,445
Cumulative translation adjustment	76,550
Balance, February 28, 2017	$       9,790,995

Bayovar 12 Project

The Company’s Peruvian subsidiary, Agrifos Peru, signed a binding Letter of Intent in September 2013 and a formal Option Agreement in January 2014 with the Vendors and JPQ whereby the Company was granted the option (the “Bayovar 12 Option”) to acquire a 70% interest in JPQ which owns the Bayovar 12 Project.

On March 26, 2015, the Bayovar 12 Option was cancelled and Agrifos Peru acquired a 70% interest in the issued share capital of JPQ from the Vendors.  

FOCUS VENTURES LTD.

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

For the three months ended February 28, 2017

(Expressed in Canadian Dollars)

11.

EXPLORATION EXPENDITURES

During the period ended February 28, 2017, the Company incurred the following exploration expenditures which were expensed as incurred:

	Bayovar
Assaying	$                 865
Geological and other consulting	40,881
Gypsum expenses	67,470
Legal and accounting	6,300
Licenses, rights and taxes	1,113
Office and administration	21,554
Salaries	77,519
Travel	12,481
Value added tax	1,786
	229,969
Gypsum cost recoveries	(97,144)
Exploration expenditures	$          132,825

During the period ended February 29, 2016, the Company incurred the following exploration expenditures which were expensed as incurred:

	Peru
	Bayovar	General	Total
Assaying	$              2,029	$                      -	$              2,029
Geological and other consulting	130,856	-	130,856
Geological expenses	1,488	-	1,488
Legal and accounting	179	465	644
Licenses, rights and taxes	111,114	-	111,114
Office and miscellaneous	29,112	579	29,691
Salaries	102,376	-	102,376
Travel	33,862	141	34,003
Value added tax	2,171	93	2,264
Exploration expenditures	$          413,187	$              1,278	$          414,465

FOCUS VENTURES LTD.

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

For the three months ended February 28, 2017

(Expressed in Canadian Dollars)

12.

TERM DEBT

Sprott Loan

On March 24, 2015, the Company completed a $6,231,500 (US$5.0 million) loan facility from lenders led by Sprott Resource Lending Partnership (the “Lenders”).  $4,985,200 (US$4.0 million) of the loan funds were used to purchase an interest in the Bayovar 12 Project (Note 6).

On July 14, 2016, the maturity date of the Sprott Loan was extended three years, from September 30, 2016 to September 30, 2019. In consideration for the loan extension, the Company issued to the lenders 2,740,340 common shares of the Company with a value of $274,034, being the market price of the shares on issuance date. In addition, upon each anniversary date of the extended term, the Company is to make an anniversary fee payment of 6% of the principal amount of the loan outstanding, in cash or shares at the election of the Company.

Key terms of the loan are as follows:

i)

the loan has an interest rate of 12% per annum and a maturity date of September 30, 2019;

ii)

security on the loan is provided by a first charge on all assets of the Company’s two Cayman subsidiaries, and its Peru subsidiary, Agrifos Peru S.A.C., which holds the 70% interest in JPQ;

iii)

the loan may be repaid prior to maturity, in full or in part, at the option of the Company;

iv)

the Company is required to maintain a minimum cash balance of $500,000 and minimum working capital of $250,000 during the term of the loan. For the purpose of the minimum working capital requirement, the outstanding loan amount is excluded from the calculation;

v)

make a March 24, 2016 anniversary fee payment of US$105,000 in cash or shares (paid $136,101 in cash on March 24, 2016); and

vi)

make anniversary fee payments of 6% of the outstanding principal amount in cash or shares on each of September 30, 2017 and September 30, 2018.

The July 14, 2016 extension to the loan agreement was determined to be not substantially different to the original terms and thus accounted for as a modification to an existing liability in accordance with IAS 39 Financial Instruments: Recognition and Measurement.  As a result, transactions costs of $276,504, of which $274,034 was the value of 2,740,340 common shares of the Company issued to the lenders, have been capitalized against the loan amount and are being amortized to the consolidated statements of loss over the term of the loan.

	Amount
Balance, November 30, 2015	$         4,386,025
Transaction costs - cash	(2,470)
Transaction costs - shares issued	(274,034)
Accretion of transaction costs	318,776
Foreign exchange adjustment	32,550
Balance, November 30, 2016	4,460,847
Accretion of transaction costs	67,813
Foreign exchange adjustment	(62,300)
Balance, February 28, 2017	$         4,466,360

FOCUS VENTURES LTD.

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

For the three months ended February 28, 2017

(Expressed in Canadian Dollars)

12.

TERM DEBT – cont’d

As at February 28, 2017, the Company’s working capital was less than the minimum required amounts pursuant to the Sprott Loan agreement.  This requirement was waived by the lender of the Sprott Loan until the Company closed an equity financing subsequent to February 28, 2017 (Note 22) at which time the Company became compliant again. As a result of the waiver being of a short-term nature and not specifying relief from the requirements for a period of at least twelve months, the carrying amount of the debt is classified as a current liability as of February 28, 2017.

During the period ended February 28, 2017, a total of $137,249 (2016: $143,811) has been paid in interest and as of February 28, 2017, there is no accrued interest on the loan facility. The outstanding principal balance as of February 28, 2017 is $4,636,800 (US$3,500,000) (November 30, 2016: $4,699,100 (US$3,500,000)).

Subsequent to February 28, 2017, the Company repaid US$500,000 of the Sprott Loan outstanding principal.

13.

ASSET RETIREMENT OBLIGATION

The Company’s asset retirement obligation relates to the restoration and rehabilitation of JPQ’s gypsum mining operations. Although the ultimate amount of the asset retirement provision is uncertain, the fair value of this obligation is based on information currently available, including closure plans and the Company’s interpretation of current regulatory requirements.

The asset retirement obligation represents the present value of the restoration and rehabilitation costs relating to mining activities that have occurred to date.  Over time, the discounted liability is increased for the changes in present value based on current market discount rates and liability specific risks.  The rehabilitation expenditure is expected to be incurred in various stages up to 2027.

	February 28, 2017	November 30, 2016
Balance, beginning of period	$             126,582	$             151,008
Change in liability estimate	-	(33,830)
Accretion of interest	347	8,621
Foreign exchange adjustment	4,054	783
Balance, end of period	$             130,983	$             126,582

FOCUS VENTURES LTD.

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

For the three months ended February 28, 2017

(Expressed in Canadian Dollars)

14.

SHARE CAPITAL AND RESERVES

(a)

Common Shares

The Company is authorized to issue an unlimited number of common shares without par value.

During the period ended February 28, 2017, there was no share capital activity.

(b)

Share Purchase Warrants

The following is a summary of changes in warrants from December 1, 2015 to February 28, 2017:

	Number of warrants	Weighted average exercise price
Balance, November 30, 2015	41,409,500	$0.21
Issued	10,702,832	$0.07
Exercised	(2,235,384)	$0.07
Expired	(2,737,500)	$0.265
Balance, November 30, 2016	47,139,448	$0.18
Balance, February 28, 2017	47,139,448	$0.18

As at February 28, 2017, the following warrants were outstanding:

Expiry date	Number of warrants	Exercise price
April 4, 2017	2,384,616	$0.065
June 2, 2017	20,000,000	$0.265
June 21, 2017	1,540,000	$0.075
June 2, 2017	4,542,832	$0.075
November 11, 2020(1)	18,672,000	$0.150
	47,139,448

⁽¹⁾  The exercise price for these warrants is $0.15 until November 11, 2018 and then $0.20 until November 11, 2020.

FOCUS VENTURES LTD.

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

For the three months ended February 28, 2017

(Expressed in Canadian Dollars)

15.

SHARE-BASED PAYMENTS

Option Plan Details

The Company has a stock option plan that has been ratified and approved by the shareholders of the Company in December 2016 (the “Plan”). The Plan allows the Board of Directors to grant incentive stock options to the Company’s officers, directors, employees and consultants. The exercise price of stock options granted is determined by the Board of Directors at the time of the grant in accordance with the terms of the Plan and the policies of the TSX-V. Options vest on the date of granting unless stated otherwise. Options granted to investor relations consultants vest in accordance with TSX-V regulation.  The options are for a maximum term of ten years.

The following is a summary of changes in options for the period ended February 28, 2017:

				During the period
Grant date	Expiry date	Exercise price	Opening balance	Granted	Exercised	Expired / forfeited	Closing balance	Vested and exercisable
Jan 15, 2009	Jan 14, 2019	$0.19	720,000	-	-	-	720,000	720,000
Jun 29, 2011	Jun 28, 2021	$0.30	75,000	-	-	-	75,000	75,000
Jun 20, 2012	Jun 19, 2022	$0.21	1,305,000	-	-	-	1,305,000	1,305,000
Jul 11, 2012	Jul 10, 2022	$0.21	150,000	-	-	-	150,000	150,000
Dec 18, 2013	Dec 17, 2023	$0.22	2,260,000	-	-	-	2,260,000	2,260,000
Jan 15, 2014	Jan 14, 2024	$0.22	45,000	-	-	-	45,000	45,000
Jun 5, 2014	Jun 4, 2024	$0.26	15,000	-	-	-	15,000	15,000
			4,570,000	-	-	-	4,570,000	4,570,000
Weighted average exercise price			$0.21	-	-	-	$0.21	-

Fair Value of Options Issued During the Period

There were no options granted during the periods ended February 28, 2017 and 2016.

The weighted average remaining contractual life of the options outstanding at February 28, 2017 is 5.51 years.

Expenses Arising from Share-based Payment Transactions

There were no expenses arising from share-based payment transactions recognized during the periods ended February 28, 2017 and 2016 as part of share-based payments expense.

As of February 28, 2017 there were no unrecognized compensation costs related to unvested share-based payment awards (November 30, 2016: $Nil).

Amounts Capitalized Arising from Share-based Payment Transactions

There were no expenses arising from share-based payment transactions that were capitalized during the periods ended February 28, 2017 and 2016.

FOCUS VENTURES LTD.

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

For the three months ended February 28, 2017

(Expressed in Canadian Dollars)

16.

RELATED PARTY TRANSACTIONS

The Company’s related parties with transactions during the period ended February 28, 2017 consist of directors, officers and the following companies with common directors:

Related party	Nature of transactions
Radius	Shared office, administrative, and personnel costs
Gold Group Management Inc. (“Gold Group”)	Shared office, administrative, and personnel costs
Medgold Resources Corp. (“Medgold”)	Shared personnel costs
Mill Street Services Ltd. (“Mill Street”)	Management services

Related party transactions for the periods ended February 28, 2017 and 2016, in addition to related party transactions disclosed elsewhere in the condensed consolidated interim financial statements, comprise the following:

a)

The Company reimbursed Gold Group, a company controlled by the Chief Executive Officer of the Company, for shared administration costs consisting of the following:  

	Three months ended February 28,	Three months ended February 29,
	2017	2016
Office and miscellaneous	$              8,743	$            10,610
Regulatory and stock exchange fees	-	4,733
Rent and utilities	11,222	20,025
Salaries and benefits	24,689	45,081
Shareholder communication	-	189
Travel and accommodation	4,814	12,389
	$            49,468	$            93,027

Gold Group is reimbursed by the Company for these shared costs and other business related expenses paid by Gold Group on behalf of the Company. Salary and benefits include those for the Chief Financial Officer and Corporate Secretary.

Prepaid expenses and deposits as of February 28, 2017 include an amount of $2,746 (November 30, 2016: $3,434) paid to Gold Group.

Long term deposits as of February 28, 2017 consists of $61,000 (November 30, 2016: $61,000) paid to Gold Group and are related to the shared administrative services agreement with Gold Group. Upon termination of the agreement, the deposits, less any outstanding amounts owing to Gold Group, are to be refunded to the Company.

Accounts payables and accrued liabilities as of February 28, 2017 includes $55,125 (November 30, 2016: $44,100) owing to Mill Street, a company controlled by the Chief Executive Officer for accrued management fees, $120,000 (November 30, 2016: $100,000) owing to the former President for accrued management and geological fees, $120,133 owing to two Directors for short-term advances (November 30, 2016: $20,000 owing to one director for a short-term advance), and $7,200 owing to two Directors for expense reimbursements (November 30, 2016: $16,655).

Amounts due to related parties as of February 28, 2017 consist of $181,776 (November 30, 2016: $129,717) owing to Gold Group and $2,300 (November 30, 2016: $2,461) owing to Radius. The amount owing to Gold Group is secured by a deposit and is interest bearing if not paid within a certain period. The amount owing to Radius is unsecured, non-interest bearing and due on demand.

FOCUS VENTURES LTD.

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

For the three months ended February 28, 2017

(Expressed in Canadian Dollars)

16.

RELATED PARTY TRANSACTIONS – cont’d

Key management compensation

Key management personnel are persons responsible for planning, directing and controlling the activities of an entity, and include certain directors and officers. Key management compensation comprises:

	Three months ended February 28,	Three months ended February 29,
	2017	2016
Management fees	$            13,500	$           20,500
Geological fees	17,000	24,000
Salaries and benefits	9,167	37,375
	$            39,667	$           81,875

There were no share-based payments made to directors not specified as key management personnel during the periods ended February 28, 2017 and 2016.

Key management personnel were not paid post-employment benefits, termination benefits or other long-term benefits during the periods ended February 28, 2017 and 2016.

17.

SEGMENTED INFORMATION

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance.  All of the Company’s operations are within the mining sector relating to precious metals exploration.  Due to the geographic and political diversity, the Company’s exploration operations are decentralized whereby exploration managers are responsible for business results and regional corporate offices provide support to the exploration programs in addressing local and regional issues.  The Company’s operations are therefore segmented on a district basis.  The Company’s assets are located in Canada and Peru.

Details of identifiable assets by geographic segments are as follows:

Three months ended February 28, 2017	Canada	Peru	Total
Exploration expenditures	$                   -	$        132,825	$         132,825
Amortization	794	689	1,483
Interest and other income	79	-	79
Net loss	(37,960)	(76,780)	(114,740)

Three months ended February 29, 2016	Canada	Peru	Total
Exploration expenditures	$                   -	$        414,465	$        414,465
Amortization	869	2,468	3,337
Interest and other income	1,699	-	1,699
Net loss	(250,957)	(560,002)	(810,959)

FOCUS VENTURES LTD.

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

For the three months ended February 28, 2017

(Expressed in Canadian Dollars)

17.

SEGMENTED INFORMATION – cont’d

As at February 28, 2017	Canada	Peru	Total
Total current assets	$       960,329	$       864,780	$      1,825,109
Total non-current assets	69,970	10,234,409	10,304,379
Total assets	$    1,030,299	$  11,099,189	$    12,129,488
Total current liabilities	$    6,114,460	$       123,690	$      6,238,150
Total non-current liabilities	-	3,421,271	3,421,271
Total liabilities	$    6,114,460	$    3,544,961	$      9,659,421

As at November 30, 2016	Canada	Peru	Total
Total current assets	$       206,139	$       742,857	$         948,996
Total non-current assets	70,764	10,155,167	10,225,931
Total assets	$       276,903	$  10,898,024	$    11,174,927
Total current liabilities	$    6,184,735	$       190,960	$      6,375,695
Total non-current liabilities	-	3,389,582	3,389,582
Total liabilities	$    6,184,735	$    3,580,542	$      9,765,277

FOCUS VENTURES LTD.

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

For the three months ended February 28, 2017

(Expressed in Canadian Dollars)

18.

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

The Company is exposed to the following financial risks:

·

Market Risk

·

Credit Risk

·

Liquidity Risk

In common with all other businesses, the Company is exposed to risks that arise from its use of financial instruments.  This note describes the Company’s objectives, policies and processes for managing those risks and the methods used to measure them.  Further quantitative information in respect of these risks is presented throughout these financial statements.

General Objectives, Policies and Processes

The Board of Directors has overall responsibility for the determination of the Company’s risk management objectives and policies and, whilst retaining ultimate responsibility for them, it has delegated the authority for designing and operating processes that ensure the effective implementation of the objectives and policies to the Company’s finance function. The Board of Directors reviews the effectiveness of the processes put in place and the appropriateness of the objectives and policies it sets.

The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly affecting the Company’s competitiveness and flexibility. Further details regarding these policies are set out below.

a)

Market Risk

Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return. As at February 28, 2017, the Company is exposed to foreign currency risk and interest rate risk.

Foreign Currency Risk

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company is exposed to fluctuations in foreign currencies through its operations in Canada and Peru. The Company monitors this exposure, but has no hedge positions.

As at February 28, 2017, the Company is exposed to currency risk through the following financial assets and liabilities denominated in currencies other than the Canadian dollar:

	February 28, 2017		November 30, 2016
	Peruvian Soles	US Dollars	Peruvian Soles	US Dollars
	(CDN equivalent)	(CDN equivalent)	(CDN equivalent)	(CDN equivalent)
Cash	$       95,293	$       47,362	$       31,987	$       61,610
Taxes receivable	106,102	-	114,677	-
Other receivables	6,621	-	5,981	-
Liabilities	(92,066)	(5,449,909)	(176,646)	(5,728,347)
	$      115,950	$(5,402,547)	$      (24,001)	$(5,666,737)

FOCUS VENTURES LTD.

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

For the three months ended February 28, 2017

(Expressed in Canadian Dollars)

18.

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT – cont’d

Based on the above net exposures at February 28, 2017, a 10% depreciation or appreciation of the above currencies against the Canadian dollar would result in an increase or decrease of approximately $528,700 (November 30, 2016: $569,100) in the Company’s after tax net earnings, respectively.

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 Company is exposed to interest rate risk on its term debt and cash. As the Company’s cash is currently held in an interest bearing bank account and the Company’s term debt is subject to a fixed interest rate, management considers the interest rate risk to be limited.

b)

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’s credit risk is primarily attributable to its cash and other receivables. The Company limits exposure to credit risk by maintaining its cash with large financial institutions. The Company does not have cash that is invested in asset based commercial paper. For other receivables, the Company estimates, on a continuing basis, the probable losses and provides a provision for losses based on the estimated realizable value.

c)

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’s approach to managing liquidity risk is to provide reasonable assurance that it will have sufficient funds to meet liabilities when due.  The Company manages its liquidity risk by forecasting cash flows required by operations and anticipated investing and financing activities.  At February 28, 2017, the Company had a working capital deficiency of $4,413,041 (November 30, 2016: $3,313,554). All of the Company’s financial liabilities as of February 28, 2017, other than the Sprott loan, have contractual maturities of less than 45 days and are subject to normal trade terms.

Determination of Fair value

Fair values have been determined for measurement and/or disclosure purposes based on the following methods. When applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.

The consolidated statement of financial position carrying amounts for cash, receivables, accounts payables and accrued liabilities, and due to related parties approximates fair value due to their short term nature. The present value of term debt, using a discount rate of 15%, is approximately $4,763,853. Due to the use of subjective judgments and uncertainties in the determination of fair values these values should not be interpreted as being realizable in an immediate settlement of the financial instruments.

Fair Value Hierarchy

Financial instruments that are measured subsequent to initial recognition at fair value are grouped in Levels 1 to 3 based on the degree to which the fair value is observable:

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and

Level 3 – Inputs that are not based on observable market data.

The Company did not have any financial instruments in Level 1, 2 or 3. There were no transfers between levels in the period.

FOCUS VENTURES LTD.

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

For the three months ended February 28, 2017

(Expressed in Canadian Dollars)

19.

CAPITAL MANAGEMENT

The Company monitors its cash, Sprott Loan debt, common shares, warrants and stock options as capital. The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to explore new mineral property opportunities. In order to facilitate the management of its capital requirements, the Company prepares periodic budgets that are updated as necessary. The Company manages its capital structure and makes adjustments to it in order to effectively support the acquisition and exploration of mineral properties. The properties in which the Company currently has an interest are primarily in the exploration stage, and as such, the Company is dependent on external financing to fund any future activities. In order to pay for general administrative costs, the Company will use its existing working capital and raise additional amounts as needed.  The Company will continue to assess new properties and seek to acquire an interest in additional properties if it feels there is sufficient geologic or economic potential and if it has adequate financial resources to do so.

Management reviews its capital management approach on an on-going basis and believes that this approach, given the relative size of the Company, is reasonable. There were no changes in the Company's approach to capital management during the period ended February 28, 2017. The Company’s investment policy is to hold cash in interest bearing bank accounts and/or highly liquid short-term interest bearing investments with maturities of one year or less and which can be liquidated at any time without penalties. Subsequent to February 28, 2017, the Company raised equity capital of $5,000,000 (Note 22). With the raising of this equity capital, the Company expects its current capital resources to be sufficient to cover its general and administrative costs, settle its debt obligations, and fund property development programs through the next twelve months. Actual funding requirements may vary from those planned due to a number of factors, including the progress of property development activity. The Company believes it will be able to raise additional equity capital as required, but recognizes the uncertainty attached thereto.

20.

SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

During the period ended February 28, 2017, cash paid for loan interest totaled $137,249 (2016: $143,811).

During the periods ended February 28, 2017 and 2016, there was no cash paid for income taxes.

Non-cash transactions

Investing and financing activities that do not have a direct impact on current cash flows are excluded from the condensed consolidated interim statements of cash flows.

During the periods ended February 28, 2017 and 2016, there were no non-cash transactions.

21.

CONTINGENT LIABILITY

In 2014, JPQ entered into an agreement with Fosfatos Del Pacifico, S.A. (“Fospac”) to grant Fospac the right of easement on a strip of land located on the Bayovar 12 Project. The easement is valid from June 10, 2014 until May 7, 2039.

As consideration, Fospac paid 1,800,000 Soles in 2014. Pursuant to the agreement, if JPQ returns or loses the concession or surface rights to the Bayovar 12 Project within the first five years of the agreement, JPQ must refund Fospac 80% of the consideration and during the sixth to tenth years, refund 50% of the consideration.  There is no refund obligation after the tenth year.

FOCUS VENTURES LTD.

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

For the three months ended February 28, 2017

(Expressed in Canadian Dollars)

22.

EVENTS AFTER THE REPORTING DATE

Subsequent to February 28, 2017, the following events which have not been disclosed elsewhere in these financial statements have occurred:

a)

The Company closed a private placement of 100,000,000 units at $0.05 per unit for gross proceeds of $5,000,000. Each unit consists of one common share and one full share purchase warrant entitling the holder to purchase an additional common share exercisable for five years at a price of $0.10. The Company paid $153,623 cash and issued a total of 2,214,100 share purchase warrants as finders’ fees in connection with the financing. As of February 28, 2017, the Company had received $1,125,000 towards this private placement and recorded as share subscriptions received.

b)

A total of 2,384,616 share purchase warrants with an exercise price of $0.065 expired unexercised.

EX-99.2

(the “Company”)

INTERIM MANAGEMENT’S DISCUSSION AND ANALYSIS – QUARTERLY HIGHLIGHTS

For the three months ended February 28, 2017

General

This Interim Management’s Discussion and Analysis (“Interim MD&A”) supplements, but does not form part of, the unaudited condensed consolidated interim financial statements of the Company for the three months ended February 28, 2017. The following information, prepared as of May 1, 2017, should be read in conjunction with the Company’s unaudited condensed consolidated interim financial statements for three months ended February 28, 2017 and the related notes contained therein. The Company reports its financial position, results of operations and cash flows in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). In addition, the following should be read in conjunction with the Consolidated Financial Statements of the Company for the year ended November 30, 2016 and the related MD&A.  All amounts are expressed in Canadian dollars unless otherwise indicated. The February 28, 2017 financial statements have not been reviewed by the Company’s auditors.

The Company’s public filings, including its most recent unaudited and audited consolidated financial statements can be reviewed on the SEDAR website www.sedar.com.

Forward-looking Statements

This Interim MD&A contains certain statements which constitute forward-looking information within the meaning of applicable Canadian securities legislation (“Forward-looking Statements”). All statements included herein, other than statements of historical fact, are Forward-looking Statements and are subject to a variety of known and unknown risks and uncertainties which could cause actual events or results to differ materially from those reflected in the Forward-looking Statements.  The Forward-looking Statements in this Interim MD&A include, without limitation, statements relating to:

·

mineral reserves and resources as they involve the implied assessment, based on estimates and assumptions, that the resources described exist in the quantities predicted or estimated and can be profitably produced in the future;

·

the Company’s planned exploration, development and marketing activities for the Bayovar 12 Project;

·

the intended use of proceeds received from recent financing activities;

·

the sufficiency of the Company’s cash position and its ability to raise equity capital or access debt facilities; and

·

maturities of the Company’s financial liabilities or other contractual commitments.

Often, but not always, these Forward-looking Statements can be identified by the use of words such as “anticipates”, “believes”, “plans”, “estimates”, “expects”, “forecasts”, “scheduled”, “targets”, “possible”, “strategy”, “potential”, “intends”, “advance”, “goal”, “objective”, “projects”, “budget”, “calculates” or statements that events, “will”, “may”, “could” or “should” occur or be achieved and similar expressions, including negative variations.

Forward-looking Statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any results, performance or achievements expressed or implied by the Forward-looking Statements. Such uncertainties and factors include, among others:  

·

uncertainty of mineral reserve and resource estimates;

·

risks associated with mineral exploration and project development;

·

fluctuations in commodity prices;

·

fluctuations in foreign exchange rates and interest rates;

·

credit and liquidity risks;

·

changes in national and local government legislation, taxation, controls, regulations and political or economic developments in countries in which the Company does or may carry on business;

·

reliance on key personnel;

·

property title matters;

·

local community relationships;

·

risks associated with potential legal claims generally or with respect to environmental matters;

·

adequacy of insurance coverage;

·

dilution from further equity financing;

·

competition; and

·

uncertainties relating to general economic conditions.

as well as those factors referred to in the “Risks and Uncertainties” section in this Interim MD&A. 

Forward-looking Statements contained in this Interim MD&A are based on the assumptions, beliefs, expectations and opinions of management, including but not limited to:

·

all required third party contractual, regulatory and governmental approvals will be obtained for the exploration and development of the Company’s properties;

·

there being no significant disruptions affecting operations, whether relating to labour, supply, power, damage to equipment or other matter;

·

permitting, exploration and development activities proceeding on a basis consistent with the Company’s current expectations;

·

expected trends and specific assumptions regarding commodity prices and currency exchange rates;

·

prices for and availability of fuel, electricity, equipment and other key supplies remaining consistent with current levels; and

·

the accuracy of the Company’s current mineral resource estimates.

These Forward-looking Statements are made as of the date hereof and the Company disclaims any obligation to update any Forward-looking Statements, whether as a result of new information, future events or results or otherwise, except as required by law. There can be no assurance that Forward-looking Statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, investors should not place undue reliance on Forward-looking Statements.

Cautionary Note to United States Investors Concerning Estimates of Reserves and Resources

Reserve and resource estimates included in this Interim MD&A have been prepared in accordance with National Instrument 43-101 Standards of Disclosure for Mineral Projects ("NI 43-101") and the Canadian Institute of Mining, Metallurgy, and Petroleum Definition Standards on Mineral Resources and Mineral Reserves. NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for public disclosure by a Canadian company of scientific and technical information concerning mineral projects. Canadian standards, including NI 43-101, differ significantly from the requirements of the United States Securities and Exchange Commission ("SEC"), and reserve and resource information contained in this Interim MD&A may not be comparable to similar information disclosed by U.S. companies. In particular, 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 SEC'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 SEC. You are cautioned not to assume that resources will ever be converted into reserves. You 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. You should also not assume 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 except in rare cases. You 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 SEC normally only permits issuers to report mineralization that does not constitute "reserves" by SEC 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 SEC, and reserves reported in compliance with NI 43-101 may not qualify as "reserves" under SEC standards. Accordingly, information concerning mineral deposits set forth in this Interim MD&A may not be comparable with information made public by companies that report in accordance with U.S. standards.

Business of the Company

The Company is engaged in the development of the Bayovar 12 phosphate project located in the Sechura desert of northern Peru.  Bayovar 12 is potentially an important South American source of reactive phosphate rock for use as a direct application fertilizer.  The development of new supplies of phosphate is becoming an increasingly important issue for South America given the growing demand and limited supply of phosphate for fertilizer production on the continent, and the current heavy reliance on imported rock.

In early 2016, the Company announced the results of its prefeasibility study on the Bayovar 12 Project. The Company subsequently engaged third party mining consultants to undertake an independent review of the study’s mine plan and production schedule, with a goal of optimizing the project economics.  Following this review, an updated prefeasibility study was filed on SEDAR on June 30, 2016.

In January 2017, Gordon Tainton was appointed President and a Director of the Company.  Mr. Tainton brings many years of experience in the international fertilizer and financial markets and succeeded David Cass who stepped down as President.  Mr. Cass remains as a Director and continues to provide services as a consultant to the Company.

On March 23, 2017, the Company received gross proceeds of $5.0 million by way of a non-brokered private placement, which funds have been allocated for engineering and marketing of the Bayovar 12 Project and for general working capital purposes.

Bayovar 12 Phosphate Project

The Company’sPeruvian subsidiary, Agrifos Peru S.A.C., owns a 70% interest in Juan Paulo Quay S.A.C. (“JPQ”), the titleholder of the Bayovar 12 phosphate mining concession (the “Bayovar 12 Project”). Radius Gold Inc. holds a royalty equal to 2% of the Company’s 70% interest in future phosphate production.  If Radius decides to sell any of its royalty interest in the future, the Company has a first right of refusal.  The Company and Radius have two common directors.

The Bayovar 12 Project is located 70 kilometres south of the city of Piura in northern Peru, close to Vale’s operating Bayovar phosphate mine.  Logistics for the 12,575 hectare concession are excellent, and the project area is accessible year round via a series of sealed roads and highways.  The Pan-American Highway crosses the eastern end of the property and the Chiclayo-Bayovar road transects the property.  A network of un-maintained drill roads and access roads for small surface gypsum mining operations provide four wheel drive vehicle access to the remainder of the property.  Power transmission lines for Vale’s Bayovar Mine, located 15 kilometres to the southwest, transect the Bayovar 12 Project at its northern end.

In order to comply with the requirements of the Peru mining authority for keeping the Bayovar 12 concession in good standing, 80,000 tonnes of gypsum must be extracted in each calendar year, and the Company must contribute 70% of the cost of such extraction.  Management is regularly in discussions with potential purchaser(s) of the gypsum to internal and offshore markets.

Reactive Phosphate Rock (“RPR”)

Most phosphate rock, roughly 85% of global mine production, is used in the manufacture of water-soluble fertilizers or food-grade chemicals.  However, some phosphate rock is reactive enough- usually because the phosphorus mineral apatite contains carbonate in its structure - that under certain soil and climate conditions it can simply be used as a fertilizer and applied directly to the soil without further processing.  Known as RPR (Reactive Phosphate Rock), this naturally occurring phosphate rock can be used as a reliable, low cost slow-release source of phosphorus (P) continuously adding P to the soil over a longer period of time than some manufactured fertilizers.  RPR works best on acid soils with 600-700 millimetres of annual rainfall. Rock from the Bayovar district, known in the fertilizer industry as Sechura Phosphate Rock, is one of a small number of highly reactive phosphate rocks known globally that are suitable for use as a direct application fertilizer.

Mining and processing of RPR is simpler and cheaper than the manufacture of more complex fertilizers.  The rock is mined, usually crushed and sieved into different size fractions, and sometimes washed or made into granules for ease of handling and use.  The main perceived cost advantages of RPR over processed phosphates are therefore lower capital investment, lower processing costs, lower use of raw materials, and lower energy use during processing.

Prefeasibility Study

(NOTE:  all amounts in this section of the interim MD&A are in U.S. dollars)

In January 2016, the Company announced the results of the independent NI 43-101 pre-feasibility study on the Bayovar 12 Project. The Company subsequently engaged third party mining consultants to undertake an independent review of the study’s mine plan and production schedule, with a goal of optimizing the project economics.  Following this review, an updated pre-feasibility study (“Updated PFS”) was filed on SEDAR on June 30, 2016 and is available on our website www.focusventuresltd.com.  

The Updated PFS includes the following key changes-in-scope over the earlier pre-feasibility study:

·

one large processing plant instead of the staged commissioning of two smaller ones.

·

owner-operated instead of contractor-operated overburden stripping.

·

doubling of pre-production overburden stripping.

·

a simplified mine plan and production schedule.

·

larger and more efficient loading and hauling equipment.

·

a more logical and staged buildout of the tailings storage facility.

These changes-in-scope increased capital cost, decreased operating cost and in turn significantly improved the financial performance of the project including payback in 3.9 years and an after-tax net present value_7.5of $458 million.  Detailed highlights and a comparison of the Updated PFS results with the earlier study are set out in the following table:

Life-of-Mine Highlights and Comparison with PFS

Item	Updated PFS	PFS	Variance %
Financial Model
After-Tax NPV7.5, $M	457.7	252.9	+ 81.2
IRR, %	26.3	17.2	+ 53.5
Payback, years	3.9	6.6	- 40.9
Capital Cost, $M	167.7	127.3	+ 31.7
Sustaining Capital, $M	193.6	230.3	- 15.9
Undiscounted Cash Flow, $M	1,150.9	846.9	+ 35.9
Product Price Deck, $/t	$145/$185	$145/$185	-
Open Pit Mine
Life, years	20	20	-
Waste, Mt	422.5	367.6	+ 14.6
Ore, Mt	58.8	52.3	+ 12.4
Waste/Ore	7.2	7.1	-
Pre-Production Waste, Mt	23.9	12.4	+ 92.7
Cash Cost Ore, $/t mined	13.92	19.51	- 24.7
Cash Cost Product, $/t	39.72	52.28	- 24.7
Process Plant
Tonnage Processed, M	58.8	52.3	+ 12.4
Tonnage Product, M	20.8	18.5	+ 12.4
Tonnage Product Years 1-5, M	4.75	3.50	+ 35.7
Cash Cost Product, $/t	8.01	10.49	- 23.6
Total Project
Cash Cost Product, $/t	60.20	75.44	- 20.2
Cash Margin Product, $/t	104.80	89.56	+ 17.1

Project Description

The Bayovar 12 Project is a conventional truck-loader open pit mine and a process plant that is designed to produce 24% and 28% P₂O₅ direct application phosphate rock fertilizer (“DAPR”) “products”.  Phosphate ore will be mined at a rate of 8,000 tonnes per day from 13 overburden-covered and laterally-continuous sedimentary phosphate beds, interlayered with diatomite waste or “interburden”.  Overburden, interburden and phosphate ore are free-digging and do not require drilling or blasting.  Ongoing back-filling of the open pit is an integral part of a mine plan that is designed for progressive closure.  The average Waste/Ore (“W/O”) ratio is 7.2/1.

The beneficiation process is simple and chemical-free using sea-water washing, scrubbing and de-sliming. Solid tailings and waste water will be stored in an adjacent tailings-evaporation pond (“TSF”).  Fertilizer product will be trucked 40 kilometres to a dedicated seaborne loading facility.

The project is in an established phosphate mining district.  At full capacity it will produce 1 million tonnes of fertilizer product per year over an initial mine life of 20 years and will supply a rapidly-growing market for natural and plant-ready DAPR products.

Mineral Resource and Reserve Estimates

A systematic and wide-spaced 62-hole, 5,971 metre diamond drilling program delineated a continuous 34 km² near-surface diatomite sequence containing 13 flat-lying sedimentary phosphate beds. These beds are open to extension over the remaining 91 km² of the concession.

In order to support the PFS Mineral Resource Estimate, IMC completed a review of the geology and resource block models. IMC then developed an independent Reserve Estimate through the construction of a 20-year open pit shell contained within the Mineral Resource model and based on DAPR prices of $145/t and $185/t for 24% and 28% P₂O₅ products, respectively. The reader is cautioned that Mineral Resources that are not mineral reserves do not have demonstrated economic viability. In addition, the reader is reminded that the reported Mineral Resource is inclusive of the open pit-constrained Mineral Reserve.

Bayovar 12 Mineral Resources and Reserves Estimates (Dry Tonnes)

Resources*	Tonnes, M	% P2O5
Measured	17.7	13.16
Indicated	209.5	13.04
Inferred	102.2	13.11
Reserves	Tonnes, M	% P2O5
Proven	14.4	12.74
Probable	44.4	13.00
Total Reserves	58.8	12.94

* Minimum thickness, grade cut off and other mining parameters were not applied. Resource Estimation includes 16 phosphate beds. Reserve Estimation considers the uppermost 13 phosphate beds.

Mining Schedule

The Bayovar 12 phosphate deposit is ideally suited for large-scale open pit development.  It consists of a 40 metres thick, laterally continuous and near-surface mineralized zone overlain by 30 metres of overburden.  All volumes in the open pit are free-digging; drilling and blasting are not required.

The planned open pit shape is that of a progressively larger hand-fan and is divided into 13 mining phases.  Each phase has multiple working faces in order to efficiently sequence overburden stripping, ore and interburden mining to ensure regular delivery of ore to the process plant.  Haulage profiles and cycle times were optimized for each of the 13 mining phases.  Waste volumes account for 89% of mine production tonnes.  By continuously placing waste as backfill in mined-out phases of the open pit, haulage distances are minimized and the ex-open pit waste storage footprint is reduced.  Excluding backfill, the open pit at its deepest point will be 76 metres below surface.

The open pit will feed the process plant at a nominal rate of 8,000 tonnes per day or 2.7 million tonnes per year.  An accelerated program of pre-production and Year 1 waste stripping, totaling 46.8 million tonnes, is designed to maintain a balanced Life-of-Mine (“LOM”) W/O ratio at 7.2/1.  Low specific gravity of the mined volumes allows for the use of over-sized loading and hauling equipment of the kind often used in coal mining.  Overburden and thicker interburden beds will be mined with 31 m³ front-end loaders and loaded into 110 m³ capacity haul trucks.  Individual phosphate beds and thin interburden layers will be mined with GPS-controlled continuous surface miners.  Over the initial 20 year mine life the open pit will deliver 58.8 million tonnes of ore to the process plant and 424 million tonnes of waste, of which 111 million tonnes will be placed in surface storage, 308 million tonnes as in-pit backfill and 5 million tonnes as construction material for the TSF embankments.

Ore Processing

The process plant, operating at 85% of nominal capacity and without the use of chemical additives, will process on an annual basis 2.7 million tonnes of ore and produce 1 million tonnes of natural DAPR fertilizer products.  The beneficiation process is simple and consists of drum washing with seawater and recycled process water, size classification, attrition scrubbing, hydraulic classification, filtering and rotary drying.  By adjusting the cut point for fines in the tertiary classifying hydrosizer, the process plant is designed to produce, on a batch basis, either a 24% or a 28% P₂O₅ product.  Phosphate recoveries are forecast at 81.5% and 66.4% for each product, respectively. Infrastructure required for the process plant includes a 16 kilometre - 138 kV transmission line and a 45 kilometre – 32” seawater supply pipeline.

Capital Cost Estimate

The Capital Cost to design, permit, pre-strip, construct and commission the open pit mine, process plant and ancillary facilities and utilities is estimated at $167.7 million.  Some 90% of total equipment costs were derived from vendor quotes.  Working capital of $40 million is estimated separately and carried in the financial analysis.

Capital Cost Estimate

Area	$M
Direct Costs
Pre-stripping	41.2
Lease Mining Equipment Deposit	18.2
Tailings Storage Facility	10.3
General Site Costs	2.5
Process Plant	20.6
Seawater Supply Pipeline	18.1
138kV Transmission Line	5.2
Tailings Line	2.2
Ancillaries	12.2
Total Direct Costs	130.5
Indirect Costs
Contractor Indirects	7.7
EPCM Services & Commissioning	4.6
Vendor Reps	0.7
Freight / Duties	4.6
Spare Parts and Initial Fills	1.5
Owner’s Costs	2.5
Total Direct Costs	21.6
Subtotal	152.1
Contingency 20%*	15.6
Total Project	$167.7

*Contingency was not applied to Pre stripping, Primary Mine Equipment, Tailings Storage Facility, Spare Parts and Owner's Costs

Operating Cost Estimate

LOM operating costs have been developed for mining, processing, G&A and transportation in First Quarter 2016 U.S. dollars.  At a W/O ratio of 7.2/1 the LOM cost to mine 1 tonne of ore is $14.69.  Improved cash mining costs and product costs are the direct result of a larger capital investment in the project and increased productivity.  These in turn provide the opportunity for consistently strong cash operating margins over the initial 20 year mine life.

Average LOM Cash Mining Cost per Tonne of Ore Mined

Area	Tonnes	$ / tonne	$ / ore tonne
Ore	1.0	2.20	2.20
Overburden	3.5	1.92	6.09
Interburden	3.7	1.56	5.63
Total Cash Cost Ore			$13.92

Average LOM Cash Operating Cost per Tonne of Product

Area	$ / tonne product
Mining	39.72
Processing	8.01
G&A	2.38
Transportation	10.09
Total Cash Cost Product	$60.20

Financial Analysis

After-Tax Undiscounted Annual and Cumulative Cash Flows, based on operational plans presented in the Updated PFS, are summarized in the graph below.  Working Capital of $40 million, interest payments, royalties and closure and reclamation costs have been included in the financial analysis.  Key After-Tax metrics include a NPV_7.5 $457.7 million, IRR 26.3% and Payback 3.9 years.

Sensitivity

Sensitivity analyses – as measured against a systematic range of 50/50 product pricing scenarios – are presented graphically as financial outcomes in terms of forecast After-Tax Undiscounted Cash Flow, NPV_7.5 and Payback Period, as set out below.

Project Sensitivity to Average Product Price

Project Execution Plan

The forecast Project Schedule to complete a Bankable Feasibility Study, engineer, permit, pre-strip, construct and commission an open pit mine and process plant at the Bayovar 12 Project is presented in the chart below.

Forecast Project Execution Schedule

Marketing

The Company is investigating the opportunity for potential production of RPR from the Bayovar 12 Project, targeting local Latin American agricultural markets, the Malaysian and Indonesian palm oil industry, and organic farmers.  Preliminary visits have been undertaken to Brazil and Argentina to talk to fertilizer consumers and market intelligence groups. The Company is also in communication with Malaysian and Indonesian fertilizer companies interested in securing future production of RPR from Bayovar 12.

Extensive testwork has been completed by third parties on the effectiveness of Sechura RPR as a direct application fertilizer on different crops and soil types. Both the International Fertilizer Development Center in the US and the New Zealand Ministry of Agriculture and Fisheries has carried out research into its use on a variety of soil types and crop species.  One of the key findings from the New Zealand work was that the ongoing use of RPR produces a reservoir of residual phosphorus in the soil, due to the build-up of reserves of slow dissolving RPR over the first few years, after which the release-rate of phosphorus comes into equilibrium with the application rate.  This ‘residual effect’ provides a major income benefit to farmers during periods when lower farm incomes restrict fertilizer inputs.

The Company is actively investigating exporting its potential product to Asia to meet the growing demand for RPR fertilizer for the palm oil industry, in addition to South and North American markets. With the recent change in management, the Company is currently in the process of reviewing its marketing strategies for direct application of phosphate and also the traditional phosphate fertilizer production market.

Project Outlook

The Company is looking to secure strategic partners to participate in the development of the Bayovar 12 Project and is in discussions with several groups to facilitate introductions to fertilizer manufacturers across the region.  Additionally the Company has been attending international fertilizer industry conferences and conducting meetings with phosphate consumers, traders and shipping companies interested in the Bayovar 12 Project as a future supply of rock phosphate.

Qualified Person: Mr. David Cass, a Director of the Company, is a member of the Association of Professional Engineers and Geoscientists of British Columbia and the Company’s Qualified Person as defined by National Instrument 43-101, and is responsible for ensuring that the technical information contained in this interim MD&A is an accurate summary of the original reports and data provided to or developed by the Company.

Selected Quarterly Information

The following table provides information for the eight fiscal quarters ended February 28, 2017:

	First Quarter ended Feb. 28, 2017 ($)	Fourth Quarter ended Nov. 30, 2016 ($)	Third Quarter ended Aug. 31, 2016 ($)	Second Quarter ended May 31, 2016 ($)	First Quarter ended Feb. 29, 2016 ($)	Fourth Quarter ended Nov. 30, 2015 ($)	Third Quarter ended Aug. 31, 2015 ($)	Second Quarter ended May 31, 2015 ($)
Total interest and other income	79	497	1,355	1,404	1,699	531	1,072	697
Exploration expenditures	132,825	411,236	644,560	262,407	414,465	1,812,410	989,892	1,520,392
Loss from continuing operations     Total     Basic & diluted     loss per share	(114,740) (0.00)	(2,752,570) (0.02)	(513,406) (0.00)	(431,667) (0.00)	(810,959) (0.01)	(2,464,331) (0.02)	(1,769,636) (0.02)	(2,086,049) (0.03)
Loss attributed to equity shareholders of the Company     Total     Basic & diluted     loss per share	(128,462) (0.00)	(2,042,576) (0.03)	(503,092) (0.00)	(429,808) (0.00)	(809,291) (0.01)	(2,461,597) (0.02)	(1,706,899) (0.02)	(2,012,917) (0.03)

Exploration expenditures for all quarters presented mostly relate to the Company’s Bayovar 12 Project.  Exploration expenditures for the quarter ended November 30, 2015 were particularly higher due to the preparation of a prefeasibility study while the exploration expense for the quarter ended May 31, 2015 was on the higher side due to a drill program performed during that period. The loss from continuing operations for the quarter ended November 30, 2016 was higher than the preceding quarters in 2016 due to a write-down of $531,213 on the Company’s gypsum mineral interest and a loss on a sales tax reassessment.  The loss on sales tax reassessment however, did not impact the loss attributed to equity shareholders of the Company during that same period because that expense was allocated entirely to the non-controlling interest.

Results of Operations

All references to ‘net loss’ in the results of operations discussion below refers to the loss and comprehensive loss attributed to equity shareholders of the Company.

Quarter ended February 28, 2017

For the three month period ended February 28, 2017, the Company had a net loss of $114,740 compared to a net loss of $810,959 for the three month period ended February 29, 2016, a decrease of $696,219. The current quarter net loss was lower due in part to a foreign exchange gain of $132,612 being recorded compared to a foreign exchange loss of $241,458 for the comparative quarter.  Both the current and comparative quarters recorded write-downs of accounts payables and accrued liabilities of $244,781 and $316,513 respectively. Also contributing to the significantly lower net loss for the current quarter were exploration expenditures which were $132,825 compared to $414,465 in the comparative quarter, a decrease of $281,640.

General and administrative expenses during the current quarter were $359,040 compared to $471,265 for the comparative quarter, a decrease of $112,225. Significantly impacting both the current and comparative quarters were finance expenses of $209,469 and $227,970, respectively. This finance expense is related to the Sprott Loan and consists of interest charges and accretion of capitalized transaction costs. Other notable cost decreases during the current quarter were regarding salaries and benefits, shareholder communications, and travel and accommodation which were the result of cost cutting efforts. Accounting and legal costs were higher in the current quarter due the timing of audit fees.

Mineral Property Expenditures

During the period ended February 28, 2017, the Company recorded net exploration costs on the Bayovar 12 Project totalling $132,825.

The most significant exploration costs for the period were for salaries and geological and other consulting fees. Exploration costs also include the Peruvian value added tax which is treated as an expense due to the uncertainty of it being refunded.

Included in exploration expenditures during the current period are costs of $67,269 and cost recoveries totaling $97,144 relating to the gypsum extraction operation.

Financial Condition, Liquidity and Capital Resources

The Company had cash resources of $1,022,915 and a working capital deficit of $4,413,041 as of February 28, 2017 compared to cash resources of $202,118 and a working capital deficit of $5,426,699 at November 30, 2016.

On March 23, 2017, the Company closed a private placement of 100,000,000 units at $0.05 per unit for gross proceeds of $5,000,000. Each unit consists of one common share and one full share purchase warrant entitling the holder to purchase an additional common share exercisable for five years at a price of $0.10. The Company paid $153,623 cash and issued a total of 2,214,100 share purchase warrants as finders’ fees in connection with the financing. As of February 28, 2017, the Company had received $1,125,000 towards this private placement. Proceeds from this private placement are intended to be spent on engineering and marketing of the Bayovar 12 Project and for general working capital purposes, including paying down a portion of the Sprott Loan principal and settling other current liabilities.

During the 2015 fiscal year, the Company received US$5.0 million from the Sprott Loan, of which US$4.0 million was immediately paid to the shareholders of JPQ for the Company’s 70% interest in the Bayovar 12 Project. The Sprott Loan is subject to an interest rate of 12% per annum, payable monthly, and an extended maturity date of September 30, 2019.  In June 2015, the Company made a loan repayment of US$1.5 million and on March 24, 2016, made an anniversary fee payment of US$105,000 in cash. On July 19, 2016, the Company issued 2,740,340 shares with a value of $274,034 to Sprott for a loan extension fee. The outstanding principal balance as of February 28, 2017 was $4,636,800 (US$3,500,000) and subsequently on April 5, 2017, the Company used a portion of the recent $5.0 million private placement proceeds to repay US$500,000 towards the Sprott Loan, bringing the outstanding principal balance to US$3.0 million.

Pursuant to the Sprott Loan, the Company is required to maintain a minimum cash balance of $500,000 and minimum working capital of $250,000 during the term of the Sprott Loan. These requirements were waived by the lender of the Sprott Loan for the period from October 2016 to February 2017, however, in accordance with the applicable guidance under IFRS, given the lender did not waive the right to defer settlement for at least the next 12 months, the Company is required to classify the Sprott Loan as a current liability as of November 30, 2016 and February 28, 2017.

As of February 28, 2017, working capital also includes gypsum inventory with a carrying cost of $615,578. The Company is currently investigating opportunities to sell its gypsum inventory.

The Company expects its current capital resources to be sufficient to cover its general and administrative costs and Sprott Loan interest obligations, and to fund property development programs through the next twelve months. Actual funding requirements may vary from those planned due to a number of factors, including the progress of property development activity. While the Company has been successful in securing financings in the past, there is no assurance that it will be able to do so in the future.

Related Party Transactions

See Note 16 of the condensed interim consolidated financial statements for the three months ended February 28, 2017 for details of related party transactions which occurred in the normal course of business.

Other Data

Additional information related to the Company is available for viewing at www.sedar.com.

Share Position and Outstanding Warrants and Options

The Company’s outstanding share position as at May 1, 2017 is 232,239,110 common shares and the following share purchase warrants and incentive stock options are currently outstanding:

WARRANTS
No. of warrants	Exercise price	Expiry date
20,000,000	$0.265	June 2, 2017
1,540,000	$0.075	June 21, 2017
4,542,832	$0.075	July 6, 2017
18,672,000	$0.15(1)	November 11, 2020
102,214,100	$0.10	March 22, 2022
146,968,932

 ⁽¹⁾ The exercise price for these warrants is $0.15 until November 11, 2018 and then $0.20 until November 11, 2020.

STOCK OPTIONS
No. of options	Exercise price	Expiry date
720,000	$0.19	January 14, 2019
75,000	$0.30	June 28, 2021
1,305,000	$0.21	June 19, 2022
150,000	$0.21	July 10, 2022
2,260,000	$0.22	December 17, 2023
45,000	$0.22	January 14, 2024
15,000	$0.26	June 4, 2024
4,570,000

Risks and Uncertainties

Mineral Property Exploration and Mining Risks

The business of mineral deposit exploration and extraction involves a high degree of risk. Few properties that are explored ultimately become producing mines. At present, the Company’s Bayovar 12 Project does not have a known commercially viable ore deposit, with the exception of a small gypsum surface mining operation on the property.  The Company’s mineral property is also located in an emerging nation and consequently may be subject to a higher level of risk compared to developed countries. The main operating risks include: securing adequate funding to maintain and advance exploration properties; ensuring ownership of and access to mineral properties by confirmation that option agreements, claims or leases are in good standing; and obtaining permits for drilling and other exploration activities.  

Title to Mineral Property Risks

The Company does not maintain insurance against title. Title on mineral properties and mining rights involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyance history of many mining properties. The Company has diligently investigated and continues to diligently investigate and validate title to its mineral claims; however, this should not be construed as a guarantee of title. The Company cannot give any assurance that title to properties it acquired will not be challenged or impugned and cannot guarantee that the Company will have or acquire valid title to these mineral properties.  

Commodity Price Risk

The Company is exposed to commodity price risk. Declines in the market price of phosphate may adversely affect the Company’s ability to raise capital in order to fund its ongoing operations. Commodity price declines could also reduce the amount the Company would receive on the disposition of its mineral property to a third party and gypsum price declines could impact the Company’s ability to sell its gypsum inventory.

Financing and Share Price Fluctuation Risks

The Company has limited financial resources, no source of operating cash flow other than proceeds from sales of mineral properties or mineral property rights, and has no assurance that additional funding will be available to it for further exploration and development of its projects. Further exploration and development of the Company’s projects may be dependent upon the Company’s ability to obtain financing through equity or debt financing or other means. Failure to obtain this financing could result in delay or indefinite postponement of further exploration and development of its projects which could result in the loss of one or more of its properties.

Securities markets have at times in the past experienced a high degree of price and volume volatility, and the market price of securities of many companies, particularly those considered to be exploration stage companies such as the Company, have experienced wide fluctuations in share prices which have not necessarily been related to their operating performance, underlying asset values or prospects. There can be no assurance that these kinds of share price fluctuations will not occur in the future, and if they do occur, how severe the impact may be on the Company’s ability to raise additional funds through equity issues.

Political, Regulatory and Currency Risks

The Company is currently operating in a country that has a relatively stable political and regulatory environment. However, changing political aspects may affect the regulatory environment in which the Company operates and no assurances can be given that the Company's plans and operations will not be adversely affected by future developments. The Company's property interests and proposed exploration activities in emerging nations are subject to political, economic and other uncertainties, including the risk of expropriation, nationalization, renegotiation or nullification of existing contracts, mining licenses and permits or other agreements, changes in laws or taxation policies, currency exchange restrictions, and changing political conditions and international monetary fluctuations.

The Company’s equity financings are sourced in Canadian dollars but for the most part it incurs its expenditures in Peruvian Soles and US dollars. At this time there are no currency hedges in place. Therefore a weakening of the Canadian dollar against the Peruvian Sole or US dollar could have an adverse impact on the amount of exploration conducted.

Insured and Uninsured Risks

In the course of exploration, development and production of mineral properties, the Company is subject to a number of hazards and risks in general, including adverse environmental conditions, operational accidents, labor disputes, unusual or unexpected geological conditions, changes in the regulatory environment and natural phenomena such as inclement weather conditions, floods, and earthquakes.  Such occurrences could result in damage to the Company’s properties or facilities and equipment, personal injury or death, environmental damage to properties of the Company or others, delays, monetary losses and possible legal liability.

Although the Company may maintain insurance to protect against certain risks in such amounts as it considers reasonable, its insurance may not cover all the potential risks associated with its operations.  The Company may also be unable to maintain insurance to cover these risks at economically feasible premiums or for other reasons. Should such liabilities arise, they could reduce or eliminate future profitability and result in increased costs, have a material adverse effect on the Company’s results and a decline in the value of the securities of the Company.

Environmental Risks

The activities of the Company are subject to environmental regulations issued and enforced by government agencies. Environmental legislation is evolving in a manner that will require stricter standards and enforcement and involve 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 can be no assurance that future changes in environmental regulation, if any, will not adversely affect the Company’s operations. Environmental hazards may exist on properties in which the Company holds interests which are unknown to the Company at present.

Community Risks

The activities of the Company may be subject to negotiations with the local communities on or nearby its mineral property concessions for access to facilitate the completion of geological studies and exploration work programs. The Company’s operations could be significantly disrupted or suspended by activities such as protests or blockades that may be undertaken by such certain groups or individuals within the community.

Competition

The Company will compete with many companies and individuals that have substantially greater financial and technical resources than the Company for the acquisition and development of its projects as well as for the recruitment and retention of qualified employees.

EX-99.3

FOCUS VENTURES LTD.

Form 52-109FV2

Certification of Interim Filings - Venture Issuer Basic Certificate

I, Simon Ridgway, Chief Executive Officer of Focus Ventures Ltd., certify the following:

1.

Review: I have reviewed the interim financial report and interim MD&A (together, the “Interim Filings”) of Focus Ventures Ltd. (the “Issuer”) for the interim period ended February 28, 2017.

2.

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

3.

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

DATE:    May 1, 2017

“Simon Ridgway”

SIMON RIDGWAY,

Chief Executive Officer

NOTE TO READER

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

i)

controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the Issuer in it’s a.nnual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

ii)

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

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

EX-99.4

FOCUS VENTURES LTD.

Form 52-109FV2

Certification of Interim Filings - Venture Issuer Basic Certificate

I, Kevin Bales, Chief Financial Officer of Focus Ventures Ltd., certify the following:

1.

Review: I have reviewed the interim financial report and interim MD&A (together, the “Interim Filings”) of Focus Ventures Ltd. (the “Issuer”) for the interim period ended February 28, 2017.

2.

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

3.

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

DATE:    May 1, 2017

“Kevin Bales”

KEVIN BALES,

Chief Financial Officer

NOTE TO READER

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

i)

controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the Issuer in it’s a.nnual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

ii)

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

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