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Galantas Gold Corporation
Interim / Quarterly Report • Aug 29, 2024
10486_rns_2024-08-29_8bbe2e6a-3ed8-4f5a-8f97-faa0453a97e8.html
Interim / Quarterly Report
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National Storage Mechanism | Additional information 
RNS Number : 0679C
Galantas Gold Corporation
29 August 2024
GALANTAS GOLD CORPORATION
TSXV & AIM: Symbol GAL
GALANTAS REPORT FINANCIAL RESULTS FOR THE QUARTER ENDED June 30, 2024
August 29, 2024: Galantas Gold Corporation (the 'Company') is pleased to announce its unaudited financial results for the Quarter ended June 30, 2024.
Financial Highlights
Highlights of the second quarter 2024 results, which are expressed in Canadian Dollars, are summarized below:
| All figures denominated in Canadian Dollars (CDN$) | Quarter Ended June 30 2024 2023 |
|
| Revenue | $ 0 | $ 0 |
| Cost and expenses of operations | $ (30,318) | $ (72,881) |
| Loss before the undernoted | $ (30,318) | $ (72,881) |
| Depreciation | $ (107,281) | $ (128,989) |
| General administrative expenses | $ (1,507,639) | $ (1,187,896) |
| Foreign exchange gain (loss) | $ (31,399) | $ 34,250 |
| Unrealized gain on derivative fair value adjustment | $ 85,018 | $ 0 |
| Net (Loss) for the quarter | $ (1,591,619) | $ (1,355,516) |
| Working Capital Deficit | $ (12,593,186) | $ (12,059,946) |
| Cash loss from operating activities before changes in non-cash working capital | $ (961,910) | $ (793,674) |
| Cash at June 30, 2024 | $ 395,514 | $ 586,464 |
Sales revenue for the quarter ended June 30, 2024 amounted to $ Nil compared to revenue of $ Nil for the quarter ended June 30, 2023. Shipments of concentrate commenced during the third quarter of 2019. Concentrate sales provisional revenues totalled US$ 124,000 for the second quarter of 2024 compared to US$ 255,000 for the second quarter of 2023. Until the mine commences commercial production, the net proceeds from concentrate sales are being offset against development assets.
The Net Loss for the quarter ended June 30, 2024 amounted to $ 1,591,619 (2023: $ 1,355,516) and the cash outflow from operating activities before changes in non-cash working capital for the quarter ended June 30, 2024 amounted to $961,910 (2023: $793,674).
The Company had a cash balance of $395,514 at June 30, 2024 compared to $586,464 at June 30, 2023. The working capital deficit at June 30, 2024 amounted to $12,593,186 compared to a working capital deficit of $12,059,946 at June 30, 2023.
Safety is a high priority for the Company and we continue to invest in safety-related training and infrastructure. The zero lost time accident rate since the start of underground operations continues. Environmental monitoring demonstrates a high level of regulatory compliance.
The detailed results and Management Discussion and Analysis (MD&A) are available on www.sedar.com and www.galantas.com and the highlights in this release should be read in conjunction with the detailed results and MD&A. The MD&A provides an analysis of comparisons with previous periods, trends affecting the business and risk factors.
Click on, or paste the following link into your web browser, to view the associated PDF document.
http://www.rns-pdf.londonstockexchange.com/rns/0679C_1-2024-8-28.pdf
Qualified Person
The financial components of this disclosure have been reviewed by Alan Buckley (Chief Financial Officer) and the production and permitting components by Brendan Morris (COO), qualified persons under the meaning of NI. 43-101. The information is based upon local production and financial data prepared under their supervision.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS: This press release contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws, including revenues and cost estimates, for the Omagh Gold project. Forward-looking statements are based on estimates and assumptions made by Galantas in light of its experience and perception of historical trends, current conditions and expected future developments, as well as other factors that Galantas believes are appropriate in the circumstances. Many factors could cause Galantas' actual results, the performance or achievements to differ materially from those expressed or implied by the forward looking statements or strategy, including: gold price volatility; discrepancies between actual and estimated production, actual and estimated metallurgical recoveries and throughputs; mining operational risk, geological uncertainties; regulatory restrictions, including environmental regulatory restrictions and liability; risks of sovereign involvement; speculative nature of gold exploration; dilution; competition; loss of or availability of key employees; additional funding requirements; uncertainties regarding planning and other permitting issues; and defective title to mineral claims or property. These factors and others that could affect Galantas's forward-looking statements are discussed in greater detail in the section entitled "Risk Factors" in Galantas' Management Discussion & Analysis of the financial statements of Galantas and elsewhere in documents filed from time to time with the Canadian provincial securities regulators and other regulatory authorities. These factors should be considered carefully, and persons reviewing this press release should not place undue reliance on forward-looking statements. Galantas has no intention and undertakes no obligation to update or revise any forward-looking statements in this press release, except as required by law.
The information contained within this announcement is deemed to constitute inside information as stipulated under the retained EU law version of the Market Abuse Regulation (EU) No. 596/2014 (the "UK MAR") which is part of UK law by virtue of the European Union (Withdrawal) Act 2018. The information is disclosed in accordance with the Company's obligations under Article 17 of the UK MAR. Upon the publication of this announcement, this inside information is now considered to be in the public domain.
Enquiries
Galantas Gold Corporation
Mario Stifano - CEO
Email: [email protected]
Website: www.galantas.com
Telephone: 001 416 453 8433
Grant Thornton UK LLP (Nomad)
Philip Secrett, Harrison Clarke, Elliot Peters
Telephone: +44(0)20 7383 5100
SP Angel Corporate Finance LLP (AIM Broker)
David Hignell, Charlie Bouverat (Corporate Finance)
Grant Barker (Sales and Broking)
Telephone: +44(0)20 3470 0470
GALANTAS GOLD CORPORATION
Condensed Interim Consolidated Financial Statements
(Expressed in Canadian Dollars)
(Unaudited)
Three and Six Months Ended June 30, 2024
NOTICE TO READER
The accompanying unaudited condensed interim consolidated financial statements of Galantas Gold Corporation (the "Company") have been prepared by and are the responsibility of management. The unaudited condensed interim consolidated financial statements have not been reviewed by the Company's auditors.
Galantas Gold Corporation
Condensed Interim Consolidated Statements of Financial Position
(Expressed in Canadian Dollars)
(Unaudited)
| As at | As at | |||||
| June 30, | December 31, | |||||
| 2024 | 2023 | |||||
| ASSETS | ||||||
| Current assets | ||||||
| Cash and cash equivalents | $ | 395,514 | $ | 2,593,265 | ||
| Accounts receivable and prepaid expenses (note 4) | 1,429,366 | 1,596,880 | ||||
| Inventories (note 5) | 147,059 | 18,184 | ||||
| Total current assets | 1,971,939 | 4,208,329 | ||||
| Non-current assets | ||||||
| Property, plant and equipment (note 6) | 24,371,742 | 23,094,171 | ||||
| Long-term deposit (note 8) | 519,030 | 505,110 | ||||
| Exploration and evaluation assets (note 7) | 5,173,442 | 4,776,409 | ||||
| Total non-current assets | 30,064,214 | 28,375,690 | ||||
| Total assets | $ | 32,036,153 | $ | 32,584,019 | ||
| EQUITY AND LIABILITIES | ||||||
| Current liabilities | ||||||
| Accounts payable and other liabilities (notes 9 and 17) | $ | 3,250,027 | $ | 3,662,842 | ||
| Financing facilities (note 10) | 6,839,679 | 6,119,308 | ||||
| Due to related parties (note 15) | 4,566,419 | 5,838,256 | ||||
| Other liability (note 15) | - | 1,187,437 | ||||
| Total current liabilities | 14,656,125 | 16,807,843 | ||||
| Non-current liabilities | ||||||
| Due to related parties (note 15) | - | 638,432 | ||||
| Decommissioning liability (note 8) | 633,767 | 611,452 | ||||
| Convertible debenture (note 11) | 5,719,087 | 1,923,509 | ||||
| Derivative liability (note 11) | 1,385,096 | 1,245,627 | ||||
| Total non-current liabilities | 7,737,950 | 4,419,020 | ||||
| Total liabilities | 22,394,075 | 21,226,863 | ||||
| Equity | ||||||
| Share capital (note 12(a)(b)) | 71,782,203 | 71,809,999 | ||||
| Reserves | 19,137,420 | 18,579,467 | ||||
| Deficit | (81,277,545 | ) | (79,032,310 | ) | ||
| Total equity | 9,642,078 | 11,357,156 | ||||
| Total equity and liabilities | $ | 32,036,153 | $ | 32,584,019 |
The notes to the unaudited condensed interim consolidated financial statements are an integral part of these statements.
Going concern (note 1)
Incorporation and nature of operations (note 2)
Contingency (note 17)
Event after the reporting period (note 18)
Galantas Gold Corporation
Condensed Interim Consolidated Statements of Loss
(Expressed in Canadian Dollars)
(Unaudited)
| Three Months Ended | Six Months Ended | |||||||||||
| June 30, | June 30, | |||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||
| Revenues | ||||||||||||
| Sales of concentrate (note 14) | $ | - | $ | - | $ | - | $ | - | ||||
| Cost and expenses of operations | ||||||||||||
| Cost of sales | 30,318 | 72,881 | 47,650 | 123,096 | ||||||||
| Depreciation (note 6) | 107,281 | 128,989 | 213,507 | 255,094 | ||||||||
| 137,599 | 201,870 | 261,157 | 378,190 | |||||||||
| Loss before general administrative and other income | (137,599 | ) | (201,870 | ) | (261,157 | ) | (378,190 | ) | ||||
| General administrative expenses | ||||||||||||
| Management and administration wages (note 15) | 150,050 | 160,761 | 260,982 | 284,959 | ||||||||
| Other operating expenses | 38,115 | 55,441 | 73,025 | 150,204 | ||||||||
| Accounting and corporate | 25,078 | 71,785 | 53,606 | 218,396 | ||||||||
| Legal and audit | 70,516 | 46,051 | 103,465 | 89,444 | ||||||||
| Stock-based compensation (note 12(d)) | 256,054 | 116,658 | 285,868 | 300,381 | ||||||||
| Shareholder communication and investor relations | 77,997 | 219,087 | 201,533 | 381,682 | ||||||||
| Transfer agent | 39,786 | 44,711 | 61,051 | 51,056 | ||||||||
| Director fees (note 15) | 35,000 | 35,000 | 70,000 | 70,000 | ||||||||
| General office | 10,775 | 24,533 | 33,735 | 66,479 | ||||||||
| Accretion expenses (notes 8, 10, 11 and 15) | 338,045 | 94,615 | 631,320 | 205,747 | ||||||||
| Loan interest and bank charges less deposit interest (notes 10, 11 and 15) | 466,223 | 319,254 | 906,089 | 612,312 | ||||||||
| 1,507,639 | 1,187,896 | 2,680,674 | 2,430,660 | |||||||||
| Other expense (income) | ||||||||||||
| Foreign exchange loss (gain) | 31,399 | (34,250 | ) | (87,728 | ) | (59,720 | ) | |||||
| Unrealized gain on derivative fair value adjustment (note 11) | (85,018 | ) | - | (608,868 | ) | - | ||||||
| (53,619 | ) | (34,250 | ) | (696,596 | ) | (59,720 | ) | |||||
| Net loss for the period | $ | (1,591,619 | ) | $ | (1,355,516 | ) | $ | (2,245,235 | ) | $ | (2,749,130 | ) |
| Basic and diluted net loss per share (note 13) | $ | (0.01 | ) | $ | (0.01 | ) | $ | (0.02 | ) | $ | (0.03 | ) |
| Weighted average number of common shares | ||||||||||||
| outstanding - basic and diluted (note 13) | 114,673,471 | 114,112,719 | 114,702,474 | 109,014,481 |
The notes to the unaudited condensed interim consolidated financial statements are an integral part of these statements.
Galantas Gold Corporation
Condensed Interim Consolidated Statements of Comprehensive Loss
(Expressed in Canadian Dollars)
(Unaudited)
| Three Months Ended | Six Months Ended | |||||||||||
| June 30, | June 30, | |||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||
| Net loss for the period | $ | (1,591,619 | ) | $ | (1,355,516 | ) | $ | (2,245,235 | ) | $ | (2,749,130 | ) |
| Other comprehensive income | ||||||||||||
| Items that will be reclassified subsequently to profit or loss | ||||||||||||
| Exchange differences on translating foreign operations | 194,751 | 172,343 | 272,085 | 625,917 | ||||||||
| Total comprehensive loss | $ | (1,396,868 | ) | $ | (1,183,173 | ) | $ | (1,973,150 | ) | $ | (2,123,213 | ) |
The notes to the unaudited condensed interim consolidated financial statements are an integral part of these statements.
Galantas Gold Corporation
Condensed Interim Consolidated Statements of Cash Flows
(Expressed in Canadian Dollars)
(Unaudited)
| Six Months Ended | ||||||
| June 30, | ||||||
| 2024 | 2023 | |||||
| Operating activities | ||||||
| Net loss for the period | $ | (2,245,235 | ) | $ | (2,749,130 | ) |
| Adjustment for: | ||||||
| Depreciation (note 6) | 213,507 | 255,094 | ||||
| Stock-based compensation (note 12(d)) | 285,868 | 300,381 | ||||
| Accrued interest (notes 10, 11 and 15) | 885,547 | 806,052 | ||||
| Foreign exchange (gain) loss | (124,049 | ) | 388,182 | |||
| Accretion expenses (notes 8, 10, 11 and 15) | 631,320 | 205,747 | ||||
| Gain on derivative fair value adjustment (note 11) | (608,868 | ) | - | |||
| Non-cash working capital items: | ||||||
| Accounts receivable and prepaid expenses | 177,552 | 275,578 | ||||
| Inventories | (124,931 | ) | 21,218 | |||
| Accounts payable and other liabilities | (484,066 | ) | (113,387 | ) | ||
| Net cash and cash equivalents used in operating activities | (1,393,355 | ) | (610,265 | ) | ||
| Investing activities | ||||||
| Net purchase of property, plant and equipment | (868,853 | ) | (1,551,447 | ) | ||
| Exploration and evaluation assets | (307,718 | ) | (1,658,757 | ) | ||
| Net cash and cash equivalents used in investing activities | (1,176,571 | ) | (3,210,204 | ) | ||
| Financing activities | ||||||
| Proceeds of private placements (note 12(b)(i)) | - | 2,963,142 | ||||
| Share issue costs | - | (204,993 | ) | |||
| Proceeds from exercise of warrants | - | 31,200 | ||||
| Advances from related parties | 363,097 | - | ||||
| Repayments to related parties | - | (11,991 | ) | |||
| Proceeds from financing facilities | - | 580,392 | ||||
| Net cash and cash equivalents provided by financing activities | 363,097 | 3,357,750 | ||||
| Net change in cash and cash equivalents | (2,206,829 | ) | (462,719 | ) | ||
| Effect of exchange rate changes on cash held in foreign currencies | 9,078 | 10,540 | ||||
| Cash and cash equivalents, beginning of period | 2,593,265 | 1,038,643 | ||||
| Cash and cash equivalents, end of period | $ | 395,514 | $ | 586,464 | ||
| Cash | $ | 395,514 | $ | 586,464 | ||
| Cash equivalents | - | - | ||||
| Cash and cash equivalents | $ | 395,514 | $ | 586,464 |
The notes to the unaudited condensed interim consolidated financial statements are an integral part of these statements.
Galantas Gold Corporation
Condensed Interim Consolidated Statements of Changes in Equity
(Expressed in Canadian Dollars)
(Unaudited)
| Reserves | ||||||||||||||||||
| Equity settled | Foreign | |||||||||||||||||
| share-based | currency | |||||||||||||||||
| Share | Warrants | payments | translation | |||||||||||||||
| capital | reserve | reserve | reserve | Deficit | Total | |||||||||||||
| Balance, December 31, 2022 | $ | 69,664,056 | $ | 3,903,004 | $ | 11,887,678 | $ | (275,577 | ) | $ | (70,464,170 | ) | $ | 14,714,991 | ||||
| Shares issued in private placement (note 12(b)(i)) | 2,963,142 | - | - | - | - | 2,963,142 | ||||||||||||
| Shares issue for services arrangement (note 12(b)(ii)) | 420,000 | - | - | - | - | 420,000 | ||||||||||||
| Shares issue for debt settlement (note 12(b)(iii)) | 749,020 | - | - | - | - | 749,020 | ||||||||||||
| Warrants issued (note 12(b)(i)(iii)) | (1,609,634 | ) | 1,609,634 | - | - | - | - | |||||||||||
| Warrants issued | - | 82,511 | - | - | - | 82,511 | ||||||||||||
| Share issue costs (note 12(b)(i)) | (245,168 | ) | 40,175 | - | - | - | (204,993 | ) | ||||||||||
| Stock-based compensation (note 12(d)) | - | - | 300,381 | - | - | 300,381 | ||||||||||||
| Exercise of warrants | 40,733 | (9,533 | ) | - | - | - | 31,200 | |||||||||||
| Warrants expired | - | (1,806,245 | ) | 1,806,245 | - | - | - | |||||||||||
| Exchange differences on translating foreign operations | - | - | - | 625,917 | - | 625,917 | ||||||||||||
| Net loss for the period | - | - | - | - | (2,749,130 | ) | (2,749,130 | ) | ||||||||||
| Balance, June 30, 2023 | $ | 71,982,149 | $ | 3,819,546 | $ | 13,994,304 | $ | 350,340 | $ | (73,213,300 | ) | $ | 16,933,039 | |||||
| Balance, December 31, 2023 | $ | 71,809,999 | $ | 3,546,313 | $ | 14,345,538 | $ | 687,616 | $ | (79,032,310 | ) | $ | 11,357,156 | |||||
| Shares cancelled | (110,200 | ) | - | - | - | - | (110,200 | ) | ||||||||||
| Convertible debenture converted (note 11) | 82,404 | - | - | - | - | 82,404 | ||||||||||||
| Stock-based compensation (note 12(d)) | - | - | 285,868 | - | - | 285,868 | ||||||||||||
| Exchange differences on translating foreign operations | - | - | - | 272,085 | - | 272,085 | ||||||||||||
| Net loss for the period | - | - | - | - | (2,245,235 | ) | (2,245,235 | ) | ||||||||||
| Balance, June 30, 2024 | $ | 71,782,203 | $ | 3,546,313 | $ | 14,631,406 | $ | 959,701 | $ | (81,277,545 | ) | $ | 9,642,078 |
The notes to the unaudited condensed interim consolidated financial statements are an integral part of these statements.
| Galantas Gold Corporation Notes to Condensed Interim Consolidated Financial Statements Three and Six Months Ended June 30, 2024 (Expressed in Canadian Dollars) (Unaudited) |
- Going Concern
These unaudited condensed interim consolidated financial statements have been prepared on a going concern basis which contemplates that Galantas Gold Corporation (the "Company") will be able to realize assets and discharge liabilities in the normal course of business. In assessing whether the going concern assumption is appropriate, management takes into account all available information about the future, which is at least, but is not limited to, twelve months from the end of the reporting period. Management is aware, in making its assessment, of uncertainties related to events or conditions that may cast doubt on the Company's ability to continue as a going concern. The Company's future viability depends on the consolidated results of the Company's wholly-owned subsidiaries Gairloch Resources Limited ("Gairloch") incorporated on November 16, 2023 and Cavanacaw Corporation ("Cavanacaw"). Cavanacaw has a 100% shareholding in Galántas Irish Gold Limited ("Galántas"), Flintridge Resources Limited ("Flintridge") who are engaged in the acquisition, exploration and development of gold properties, mainly in Omagh, Northern Ireland and Omagh Minerals Limited ("Omagh") who are engaged in the exploration of gold properties, mainly in the Republic of Ireland. The Omagh mine has an open pit mine, which was in production until 2013 when production was suspended and is reported as property, plant and equipment and as an underground mine which having established technical feasibility and commercial viability in December 2018 has resulted in associated exploration and evaluation assets being reclassified as an intangible development asset and reported as property, plant and equipment.
The going concern assumption is dependent on forecast cash flows being met, further financing negotiations being completed together. Management' assumptions in relation to future financing, levels of production, gold prices and mine operating costs are crucial to forecast cash flows being achieved. Should production be significantly delayed, revenues fall short of expectations or operating costs and capital costs increase significantly, there may be insufficient cash flows to sustain day to day operations without seeking further finance.
Based on the financial projections which have been prepared for a five-year period and using assumptions which management believes to be prudent, alongside ongoing negotiations with both current and prospective investors and creditors, management believes it is appropriate to prepare the unaudited condensed interim consolidated financial statements on the going concern basis.
Should the Company be unsuccessful in securing the above, there would be significant uncertainty over the Company's ability to continue as a going concern. The unaudited condensed interim consolidated financial statements do not include any adjustments that would result if forecast cash flows were not achieved, if the existing creditors withdrew their support or if further financing could not be raised from current or potential investors.
During the year ended December 31, 2023, the Company raised gross proceeds of $3M through the issuance of shares to investors and $3.5M through the issuance of convertible debentures.
As at June 30, 2024, the Company had a deficit of $81,277,545 (December 31, 2023 - $79,032,310). Comprehensive loss for the six months ended June 30, 2024 was $1,973,150 (six months ended June 30, 2023 - $2,123,213). These conditions raise material uncertainties which may cast significant doubt as to whether the Company will be able to continue as a going concern. However, management believes that it will continue as a going concern. However, this is subject to a number of factors including market conditions. These unaudited condensed interim consolidated financial statements do not reflect adjustments to the carrying values of assets and liabilities, the reported expenses and financial position classifications used that would be necessary if the going concern assumption was not appropriate. These adjustments could be material.
- Incorporation and Nature of Operations
The Company was formed on September 20, 1996 under the name Montemor Resources Inc. on the amalgamation of 1169479 Ontario Inc. and Consolidated Deer Creek Resources Limited. The name was changed to European Gold Resources Inc. by articles of amendment dated July 25, 1997. On May 5, 2004, the Company changed its name from European Gold Resources Inc. to Galantas Gold Corporation. The Company was incorporated to explore for and develop mineral resource properties, principally in Europe. In 1997, it purchased all of the shares of Omagh which owns a mineral property in Northern Ireland, including a delineated gold deposit. Omagh obtained full planning and environmental consents necessary to bring its property into production.
The Company entered into an agreement on April 17, 2000, approved by shareholders on June 26, 2000, whereby Cavanacaw, a private Ontario corporation, acquired Omagh. Cavanacaw has established an open pit mine to extract the Company's gold deposit near Omagh, Northern Ireland. Cavanacaw also has developed a premium jewellery business founded on the gold produced under the name Galántas. As at July 1, 2007, the Company's Omagh mine began production and in 2013 production was suspended. On April 1, 2014, Galántas amalgamated its jewelry business with Omagh.
On April 8, 2014, Cavanacaw acquired Flintridge. Following a strategic review of its business by the Company during 2014 certain assets owned by Omagh were acquired by Flintridge.
On November 16, 2023, Gairloch was incorporated.
The Company's operations include the consolidated results of Gairloch, Cavanacaw, and its wholly-owned subsidiaries Omagh, Galántas and Flintridge.
The Company's common shares are listed on the TSX Venture Exchange ("TSXV") and London Stock Exchange AIM under the symbol GAL. On September 1, 2021, the Company's common shares started trading under the symbol GALKF on the OTCQX in the United States. The primary office is located at The Canadian Venture Building, 82 Richmond Street East, Toronto, Ontario, Canada, M5C 1P1.
- Basis of Preparation
Statement of compliance
The Company applies International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board and interpretations issued by the International Financial Reporting Interpretations Committee ("IFRIC"). These unaudited condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standard 34 - Interim Financial Reporting. Accordingly, they do not include all of the information required for full annual financial statements.
The policies applied in these unaudited condensed interim consolidated financial statements are based on IFRS issued and outstanding as of August 27, 2024 the date the Board of Directors approved the statements. The same accounting policies and methods of computation are followed in these unaudited condensed interim consolidated financial statements as compared with the most recent annual consolidated financial statements as at and for the year ended December 31, 2023. Any subsequent changes to IFRS that are given effect in the Company's annual consolidated financial statements for the year ending December 31, 2024 could result in restatement of these unaudited condensed interim consolidated financial statements.
- Accounts Receivable and Prepaid Expenses
| As at | As at | |||||
| June 30, | December 31, | |||||
| 2024 | 2023 | |||||
| Sales tax receivable - Canada | $ | 19,493 | $ | 15,067 | ||
| Valued added tax receivable - Northern Ireland | 122,252 | 9,959 | ||||
| Accounts receivable | 38,476 | 83,266 | ||||
| Prepaid expenses | 1,249,145 | 1,488,588 | ||||
| $ | 1,429,366 | $ | 1,596,880 |
Prepaid expenses includes advances for consumables and for construction of the passing bays in the Omagh mine. Prepaid expenses includes also $1,000,000 pursuant to services agreement for the underground development at the Omagh Gold Project.
The following is an aged analysis of receivables:
| As at | As at | |||||
| June 30, | December 31, | |||||
| 2024 | 2023 | |||||
| Less than 3 months | $ | 141,745 | $ | 50,614 | ||
| 3 to 12 months | 20,251 | 45,330 | ||||
| More than 12 months | 18,225 | 12,348 | ||||
| Total accounts receivable | $ | 180,221 | $ | 108,292 |
- Inventories
| As at | As at | |||||
| June 30, | December 31, | |||||
| 2024 | 2023 | |||||
| Concentrate inventories | $ | 147,059 | $ | 18,184 |
- Property, Plant and Equipment
| Freehold | Plant | ||||||||||||||||||||
| land and | and | Motor | Office | Development | Assets under | ||||||||||||||||
| Cost | buildings | machinery | vehicles | equipment | assets (i) | construction | Total | ||||||||||||||
| Balance, December 31, 2022 | $ | 2,252,053 | $ | 8,721,798 | $ | 220,866 | $ | 216,029 | $ | 1,402,040 | $ | - | $ | 32,812,786 | |||||||
| Additions | - | - | - | - | 3,423,820 | 26,939 | 3,450,759 | ||||||||||||||
| Cash receipts from concentrate sales | - | - | - | - | (1,491,453 | ) | - | (1,491,453 | ) | ||||||||||||
| Impairment | - | - | - | - | (3,353,077 | ) | - | (3,353,077 | ) | ||||||||||||
| Foreign exchange adjustment | 71,058 | 274,128 | 6,969 | 6,816 | 658,736 | - | 1,017,707 | ||||||||||||||
| Balance, December 31, 2023 | 2,323,111 | 8,995,926 | 227,835 | 222,845 | 20,640,066 | 26,939 | 32,436,722 | ||||||||||||||
| Additions | - | - | - | - | 1,321,893 | - | 1,321,893 | ||||||||||||||
| Transfer | - | 27,682 | - | - | - | (27,682 | ) | - | |||||||||||||
| Cash receipts from concentrate sales (note 14) | - | - | - | - | (453,040 | ) | - | (453,040 | ) | ||||||||||||
| Foreign exchange adjustment | 64,021 | 246,977 | 6,279 | 6,141 | 563,778 | 743 | 887,939 | ||||||||||||||
| Balance, June 30, 2024 | $ | 2,387,132 | $ | 9,270,585 | $ | 234,114 | $ | 228,986 | $ | 22,072,697 | $ | - | $ | 34,193,514 | |||||||
| Accumulated depreciation | |||||||||||||||||||||
| Balance, December 31, 2022 | $ | 1,876,242 | $ | 6,378,013 | $ | 158,615 | $ | 144,067 | $ | - | $ | - | $ | 8,556,937 | |||||||
| Depreciation | 3,954 | 482,088 | 17,864 | 11,097 | - | - | 515,003 | ||||||||||||||
| Foreign exchange adjustment | 59,213 | 201,755 | 5,062 | 4,581 | - | - | 270,611 | ||||||||||||||
| Balance, December 31, 2023 | 1,939,409 | 7,061,856 | 181,541 | 159,745 | - | - | 9,342,551 | ||||||||||||||
| Depreciation | 1,619 | 200,198 | 6,861 | 4,829 | - | - | 213,507 | ||||||||||||||
| Foreign exchange adjustment | 61,193 | 195,036 | 5,049 | 4,436 | - | - | 265,714 | ||||||||||||||
| Balance, June 30, 2024 | $ | 2,002,221 | $ | 7,457,090 | $ | 193,451 | $ | 169,010 | $ | - | $ | - | $ | 9,821,772 | |||||||
| Carrying value | |||||||||||||||||||||
| Balance, December 31, 2023 | $ | 383,702 | $ | 1,934,070 | $ | 46,294 | $ | 63,100 | $ | 20,640,066 | $ | 26,939 | $ | 23,094,171 | |||||||
| Balance, June 30, 2024 | $ | 384,911 | $ | 1,813,495 | $ | 40,663 | $ | 59,976 | $ | 22,072,697 | $ | - | $ | 24,371,742 |
(i) Development assets are expenditures for the underground mining operations in Omagh.
- Exploration and Evaluation Assets
| Acquisition | Exploration | ||||||||
| Cost | costs | costs | Total | ||||||
| Balance, December 31, 2022 | $ | - | $ | 2,665,313 | $ | 2,665,313 | |||
| Additions | 1,140,115 | 1,162,710 | 2,302,825 | ||||||
| Impairment | - | (282,493 | ) | (282,493 | ) | ||||
| Foreign exchange adjustment | - | 90,764 | 90,764 | ||||||
| Balance, December 31, 2023 | 1,140,115 | 3,636,294 | 4,776,409 | ||||||
| Additions | - | 307,718 | 307,718 | ||||||
| Foreign exchange adjustment | - | 89,315 | 89,315 | ||||||
| Balance, June 30, 2024 | $ | 1,140,115 | $ | 4,033,327 | $ | 5,173,442 | |||
| Carrying value | |||||||||
| Balance, December 31, 2023 | $ | 1,140,115 | $ | 3,636,294 | $ | 4,776,409 | |||
| Balance, June 30, 2024 | $ | 1,140,115 | $ | 4,033,327 | $ | 5,173,442 |
- Decommissioning Liability
The Company's decommissioning liability is a result of mining activities at the Omagh mine in Northern Ireland. The Company estimated its decommissioning liability at June 30, 2024 based on a risk-free discount rate of 1% (December 31, 2023 - 1%) and an inflation rate of 1.50% (December 31, 2023 - 1.50%). The expected undiscounted future obligations allowing for inflation are GBP 330,000 and based on management's best estimate the decommissioning is expected to occur over the next 5 to 10 years. On June 30, 2024, the estimated fair value of the liability is $633,767 (December 31, 2023 - $611,452). Changes in the provision during the six months ended June 30, 2024 are as follows:
| As at | As at | |||||
| June 30, | December 31, | |||||
| 2024 | 2023 | |||||
| Decommissioning liability, beginning of period | $ | 611,452 | $ | 582,441 | ||
| Accretion | 5,426 | 10,601 | ||||
| Foreign exchange | 16,889 | 18,410 | ||||
| Decommissioning liability, end of period | $ | 633,767 | $ | 611,452 |
As required by the Crown in Northern Ireland, the Company is required to provide a bond for reclamation related to the Omagh mine in the amount of GBP 300,000 (December 31, 2023 - GBP 300,000), of which GBP 300,000 was funded as of June 30, 2024 (GBP 300,000 was funded as of December 31, 2023) and reported as long-term deposit of $519,030 (December 31, 2023 - $505,110).
- Accounts Payable and Other Liabilities
Accounts payable and other liabilities of the Company are principally comprised of amounts outstanding for purchases relating to exploration costs on exploration and evaluation assets, general operating activities and professional fees activities.
| As at | As at | |||||
| June 30, | December 31, | |||||
| 2024 | 2023 | |||||
| Accounts payable | $ | 2,072,741 | $ | 2,131,257 | ||
| Accrued liabilities | 1,177,286 | 1,531,585 | ||||
| Total accounts payable and other liabilities | $ | 3,250,027 | $ | 3,662,842 |
The following is an aged analysis of the accounts payable and other liabilities:
| As at | As at | |||||
| June 30, | December 31, | |||||
| 2024 | 2023 | |||||
| Less than 3 months | $ | 450,619 | $ | 1,672,744 | ||
| 3 to 12 months | 1,574,273 | 807,338 | ||||
| 12 to 24 months | 453,035 | 474,290 | ||||
| More than 24 months (see also note 17) | 772,100 | 708,470 | ||||
| Total accounts payable and other liabilities | $ | 3,250,027 | $ | 3,662,842 |
- Financing Facilities
Amounts payable on the Company's financial facilities are as follow:
| As at | As at | |||||
| June 30, | December 31, | |||||
| 2024 | 2023 | |||||
| G&F Phelps | ||||||
| Financing facility, beginning of period | $ | 6,119,308 | $ | 4,836,267 | ||
| Accretion | - | 259,354 | ||||
| Interest | 548,045 | 961,722 | ||||
| Shares for debt settlement | - | (100,000 | ) | |||
| Foreign exchange adjustment | 172,326 | 161,965 | ||||
| 6,839,679 | 6,119,308 | |||||
| Less current portion | (6,839,679 | ) | (6,119,308 | ) | ||
| Financing facilities - non-current portion | $ | - | $ | - |
- Convertible Debentures
(i) On December 20, 2023, the Company closed a $3,502,054 (US$ 2,627,000) convertible debenture. The convertible debenture is unsecured, is for a term of three year commencing on the date that it is issued, carries a coupon of 10% per annum and is convertible into common shares of the Company. Each debenture consists of US$1,000 principal amount of unsecured convertible debentures. The convertible debentures have a term of 36 months from the date of issuance with a conversion price of US$0.255 being the equivalent of a conversion price of $0.35 per conversion share. A four month hold period will apply to common shares converted through the convertible debenture. The hold period expired on April 21, 2024.
In accordance with the terms of the convertible debentures, if, at any time following the issuance of the convertible debentures, the closing price of the common shares of the Company on the TSXV equals or exceeds $0.70 per common share for 10 consecutive trading days or more, the Company may elect to convert all but not less than all of the outstanding principal amount of the convertible debentures into conversion shares at the conversion price, upon giving the holders of the convertible debentures not less than 30 calendar days advance written notice. On December 20, 2026, any outstanding principal amount of convertible debentures plus any accrued and unpaid interest thereon shall be repaid by the Company in cash.
Interest on the principal amount outstanding under each convertible debenture shall accrue during the period commencing on December 20, 2023 until December 20, 2026 and shall be payable in cash on an annual basis on December 31st of each year (each, an "Interest Payment Date"); provided, however, that the first interest payment date shall be December 31, 2024. Each convertible debenture shall bear interest at a minimum interest rate of 10% per annum (the "Base Interest Rate"). During each interest period (an "Interest Period"), being the period commencing on December 20, 2023 to but excluding the first Interest Payment Date and thereafter the period from and including an Interest Payment Date to but excluding the next Interest Payment Date or other applicable payment date, the Base Interest Rate will be adjusted based on a gold price of US$2,000 per ounce, with the Base Interest Rate being increased by 1% per annum for each US$100 in which the average gold price for such Interest Period exceeds US$2,000 per ounce, up to a maximum interest rate of 30% per annum; provided, however, that, without the prior acceptance of the TSXV, the average interest rate shall not exceed 24% per annum during the term of the convertible debentures. Any adjustment to the Base Interest Rate in respect of an Interest Period shall be calculated based on the average gold price quoted by the London Bullion Market Association, being the LBMA Gold Price PM, in respect of the Interest Period ending on December 31, 2024, from December 20, 2023 to and including December 15, 2024, and for each subsequent Interest Period, from January 1st to and including December 15th of that year or 15 days prior to the applicable payment date.
Melquart, an insider and control person of the Company (as defined by the TSXV), subscribed for US$875,000. Ocean Partners, which has a common director with the Company, acquired US$875,000 aggregate principal amount of convertible debentures.
The Company paid a cash finder's fee of US$40,500 (CAD$53,990) and issued 158,823 non-transferable finder's warrants to Canaccord Genuity Corp. in consideration for providing certain finder services to the Company under the offering. Each finder warrant is exercisable to acquire one common share in the capital of the Company at an exercise price of $0.35 per common share at any time on or before December 20, 2026. The fair value of the 158,823 finder warrants was estimated at $24,670 using the Black-Scholes option pricing model with the following assumptions: expected dividend yield - 0%, expected volatility - 107.02%, risk-free interest rate - 3.71% and an expected average life of 3 years.
The debentures consist of the liability component and conversion feature. Due to the convertible debenture being denominated in US$, the conversion feature has been presented as a non-cash derivative liability.
On the date of issuance, the fair value of the derivative liability was estimated to be $1,495,208 using the Black-Scholes option pricing model with the following assumptions: expected dividend yield - 0%, expected volatility - 95.0%, risk-free interest rate - 3.94% and an expected average life of 3 years.
As at December 31, 2023, the fair value of the derivative liability was revalued at $1,245,627 using the Black-Scholes option pricing model with the following assumptions: expected dividend yield - 0%, expected volatility - 94.9%, risk-free interest rate - 3.91% and an expected average life of 2.97 years.
On issuance the fair value of the liability component was recorded at $2,006,846, discounted at an effective interest rate of 37%.
The Company incurred transaction costs of $153,481 which was allocated pro-rata on the value of the conversion feature and the liability component.
During the year ended December 31, 2023, the Company recorded accretion expense of $33,265 and interest expense of $29,184 as loan interest and bank charges less deposit interest in the consolidated statement of loss.
As at June 30, 2024, the fair value of the derivative liability was revalued at $673,653 using the Black-Scholes option pricing model with the following assumptions: expected dividend yield - 0%, expected volatility - 100%, risk-free interest rate - 4.02% and an expected average life of 2.47 years.
During the three and six months ended June 30, 2024, the Company recorded accretion expense of $185,698 and $368,722, respectively and interest expense of $89,863 and $178,432, respectively as loan interest and bank charges less deposit interest in the unaudited condensed interim consolidated statement of loss.
During the six month ended June 30, 2024, $82,404 (US$60,000) of convertible debenture was converted into 235,294 common shares of the Company.
(ii) On February 5, 2024, the Company announced that it closed a debt settlement transaction, pursuant to which the Company settled US$2,711,000 of indebtedness owing to Ocean Partners through the issuance of US$2,711,000 aggregate principal amount of unsecured convertible debentures of the Company.
The convertible debenture issued in connection with the debt settlement were issued on substantially the same terms as the unsecured convertible debentures closed on December 20, 2023. The convertible debentures issued pursuant to the debt settlement are subject to a four-month hold period which will expire on June 6, 2024.
The debentures consist of the liability component and conversion feature. Due to the convertible debenture being denominated in US$, the conversion feature has been presented as a non-cash derivative liability.
On the date of issuance, the fair value of the derivative liability was estimated to be $748,337 using the Black-Scholes option pricing model with the following assumptions: expected dividend yield - 0%, expected volatility - 95.0%, risk-free interest rate - 4.28% and an expected average life of 2.87 years.
The fair value of the liability component was recorded at $2,918,833, discounted at an effective interest rate of 20%.
As at June 30, 2024, the fair value of the derivative liability was revalued at $711,443 using the Black-Scholes option pricing model with the following assumptions: expected dividend yield - 0%, expected volatility - 100%, risk-free interest rate - 4.02% and an expected average life of 2.47 years.
During the three and six months ended June 30, 2024, the Company recorded accretion expense of $147,497 and $252,925, respectively and interest expense of $92,764 and $159,070, respectively as loan interest and bank charges less deposit interest in the unaudited condensed interim consolidated statement of loss.
| Convertible | Derivative | |||||
| debenture | liability | |||||
| Balance, December 31, 2022 | $ | - | $ | - | ||
| Principal amount (i) | 3,502,054 | - | ||||
| Derivative liability component (i) | (1,495,208 | ) | 1,495,208 | |||
| Transaction costs (i) | (153,481 | ) | - | |||
| Transaction costs allocated to derivative liability component (i) | 7,695 | (7,695 | ) | |||
| Interest expense (i) | 29,184 | - | ||||
| Accretion expense (i) | 33,265 | - | ||||
| Change in fair value (i) | - | (241,886 | ) | |||
| Balance, December 31, 2023 | 1,923,509 | 1,245,627 | ||||
| Principal amount (ii) | 3,667,170 | - | ||||
| Derivative liability component (ii) | (748,337 | ) | 748,337 | |||
| Convertible debenture converted (i) | (82,404 | ) | - | |||
| Interest expense (i)(ii) | 337,502 | - | ||||
| Accretion expense (i)(ii) | 621,647 | - | ||||
| Change in fair value (i)(ii) | - | (608,868 | ) | |||
| Balance, June 30, 2024 | $ | 5,719,087 | $ | 1,385,096 |
- Share Capital and Reserves
a) Authorized share capital
At June 30, 2024, the authorized share capital consisted of an unlimited number of common and preference shares issuable in Series.
The common shares do not have a par value. All issued shares are fully paid.
No preference shares have been issued. The preference shares do not have a par value.
b) Common shares issued
At June 30, 2024, the issued share capital amounted to $71,782,203. The continuity of issued share capital for the periods presented is as follows:
| Number of | ||||||
| common | ||||||
| shares | Amount | |||||
| Balance, December 31, 2022 | 103,518,509 | $ | 69,664,056 | |||
| Shares issued in private placement (i) | 8,230,951 | 2,963,142 | ||||
| Shares issued for services arrangement (ii) | 933,334 | 420,000 | ||||
| Shares issued for debt settlement (iii) | 2,080,609 | 749,020 | ||||
| Warrants issued (i)(iii) | - | (1,609,634 | ) | |||
| Share issue costs (i) | - | (245,168 | ) | |||
| Exercise of warrants | 78,000 | 40,733 | ||||
| Balance, June 30, 2023 | 114,841,403 | $ | 71,982,149 |
| Number ofcommon shares |
Amount | |||||
| Balance, December 31, 2023 | 114,841,403 | $ | 71,809,999 | |||
| Shares cancelled | (306,110 | ) | (110,200 | ) | ||
| Convertible debenture converted (note 11(i)) | 235,294 | 82,404 | ||||
| Balance, June 30, 2024 | 114,770,587 | $ | 71,782,203 |
(i) On March 27, 2023, the Company closed a non-brokered private placement of 8,230,951 units at a price of $0.36 per unit for gross proceeds of $2,963,142. Each unit consists of one common share of the Company and one common share purchase warrant, with each warrant entitling the holder to purchase an additional common share at a price of $0.55 per share until March 27, 2028. The fair value of the 8,230,951 warrants was estimated at $1,284,806 using the Black-Scholes option pricing model with the following assumptions: expected dividend yield - 0%, expected volatility - 126.22%, risk-free interest rate - 2.96% and an expected average life of 5 years.
The Company paid the agents a cash commission equal to $130,966 and issued 237,162 non-transferable broker warrants of the Company. Each broker warrant is exercisable to acquire one common share at an exercise price of $0.36 until March 27, 2025. The fair value of the 237,162 warrants was estimated at $40,175 using the Black-Scholes option pricing model with the following assumptions: expected dividend yield - 0%, expected volatility - 99.18%, risk-free interest rate - 3.61% and an expected average life of 2 years.
Ocean Partners acquired 691,666 units for consideration of $249,000 and Brendan Morris, an officer of the Company, acquired 468,416 units for consideration of $168,630.
(ii) The Company has entered into an agreement to acquire the historical Gairloch drill and exploration database for (i) a payment of $420,000 (approximately GBP 252,153), to be satisfied through the issuance of common shares of the Company based on the 5-day volume weighted average price at the time of signing (subject to the approval of the TSXV) and (ii) GBP 50,000 in cash. On April 13, 2023, the Company issued 933,334 common shares per terms of the agreement.
(iii) On April 26, 2023, the Company agreed to the terms of a proposed shares-for-debt transaction with several arm's length creditors of the Company and agreed to settle a total of approximately $749,020 of indebtedness through the issuance of an aggregate of 2,080,609 units a deemed price of $0.36 per unit. Each unit consists of one common share of the Company and one common share purchase warrant, with each warrant entitling the holder to purchase an additional common share at a price of $0.55 per share until April 26, 2028. The fair value of the 2,080,609 warrants was estimated at $324,828 using the Black-Scholes option pricing model with the following assumptions: expected dividend yield - 0%, expected volatility - 126.25%, risk-free interest rate - 2.98% and an expected average life of 5 years.
c) Warrant reserve
The following table shows the continuity of warrants for the periods presented:
| Number of warrants |
Weighted average exercise price |
|||||
| Balance, December 31, 2022 | 24,051,900 | $ | 0.45 | |||
| Issued (notes 12(b)(i)(iii) and 15(a)(vi)) | 11,148,722 | 0.54 | ||||
| Exercised | (78,000 | ) | 0.40 | |||
| Expired | (14,582,231 | ) | 0.40 | |||
| Balance, June 30, 2023 | 20,540,391 | $ | 0.53 | |||
| Balance, December 31, 2023 and June 30, 2024 | 19,658,904 | 0.54 |
The following table reflects the actual warrants issued and outstanding as of June 30, 2024:
| Grant date | Exercise | ||||||||
| Number | fair value | price | |||||||
| Expiry date | of warrants | ($) | ($) | ||||||
| August 30, 2024 | 820,000 | 144,464 | 0.45 | ||||||
| January 31, 2025 | 500,000 | 65,527 | 0.55 | ||||||
| February 13, 2025 | 100,000 | 16,984 | 0.41 | ||||||
| February 28, 2025 | 7,666,669 | 1,644,859 | 0.55 | ||||||
| March 27, 2025 | 407,962 | 40,175 | 0.36 | ||||||
| December 20, 2026 | 158,823 | 24,670 | 0.35 | ||||||
| March 27, 2028 | 7,924,841 | 1,284,806 | 0.55 | ||||||
| April 26, 2028 | 2,080,609 | 324,828 | 0.55 | ||||||
| 19,658,904 | 3,546,313 | 0.54 |
d) Stock options
The following table shows the continuity of stock options for the periods presented:
| Number of options |
Weighted average exercise price |
|||||
| Balance, December 31, 2022 | 6,152,500 | $ | 0.78 | |||
| Expired | (25,000 | ) | 1.10 | |||
| Cancelled (i) | (340,000 | ) | 0.76 | |||
| Balance, June 30, 2023 | 5,787,500 | $ | 0.78 | |||
| Balance, December 31, 2023 | 5,862,500 | $ | 0.78 | |||
| Granted (ii) | 3,175,000 | 0.23 | ||||
| Expired | (185,000 | ) | 0.90 | |||
| Cancelled (i) | (162,500 | ) | 0.61 | |||
| Balance, June 30, 2024 | 8,690,000 | $ | 0.58 |
(i) The portion of the estimated fair value of options granted in the current and prior periods and vested during the three and six months ended June 30, 2024, amounted to $256,054 and $285,868, respectively (three and six months ended June 30, 2023 - $116,658 and $300,381, respectively). In addition, during the three and six months ended June 30, 2024, 162,500 options granted in the current and prior years were cancelled (three and six months ended June 30, 2023 - 162,500 and 340,000 options cancelled).
(ii) On April 29, 2024, the Company granted 3,175,000 stock options to directors, officers, employees and consultants of the Company to purchase common shares at $0.23 per share until April 29, 2029. The options will vest as to one third immediately and one third on each of April 29, 2025 and April 29, 2026. The fair value attributed to these options was $589,000 and the vested portion was expensed in the unaudited condensed interim consolidated statements of loss and credited to equity settled share-based payments reserve.
The following table reflects the actual stock options issued and outstanding as of June 30, 2024:
| Weighted average | Number of | ||||||||||
| remaining | Number of | options | Number of | ||||||||
| Exercise | contractual | options | vested | options | |||||||
| Expiry date | price ($) | life (years) | outstanding | (exercisable) | unvested | ||||||
| May 19, 2026 | 0.86 | 1.88 | 3,560,000 | 3,560,000 | - | ||||||
| June 21, 2026 | 0.73 | 1.98 | 425,000 | 425,000 | - | ||||||
| August 27, 2026 | 0.86 | 2.16 | 20,000 | 20,000 | - | ||||||
| May 3, 2027 | 0.60 | 2.84 | 1,560,000 | 1,560,000 | - | ||||||
| April 29, 2029 | 0.23 | 4.83 | 3,125,000 | 1,041,667 | 2,083,333 | ||||||
| 0.58 | 3.12 | 8,690,000 | 6,606,667 | 2,083,333 |
- Net Loss per Common Share
The calculation of basic and diluted loss per share for the three and six months ended June 30, 2024 was based on the loss attributable to common shareholders of $1,591,619 and $2,245,235, respectively (three and six months ended June 30, 2023 - $1,355,516 and $2,749,130, respectively) and the weighted average number of common shares outstanding of 114,673,471 and 114,702,474, respectively (three and six months ended June 30, 2023 - 114,112,719 and 109,014,481, respectively) for basic and diluted loss per share. Diluted loss did not include the effect of 19,658,904 warrants (three and six months ended June 30, 2023 - 20,540,391) and 8,690,000 options (three and six months ended June 30, 2023 - 5,787,500) for the three and six months ended June 30, 2024, as they are anti-dilutive.
- Revenues
Shipments of concentrate under the off-take arrangements commenced during the second quarter of 2019. Concentrate sales provisional revenues during the three and six months ended June 30, 2024 totalled approximately US$124,000 (CAD$169,719) and US$331,000 (CAD$453,040), respectively (three and six months ended June 30, 2023 - US$255,000 (CAD$419,000) and US$516,000 (CAD$851,000), respectively. However, until the mine reaches the commencement of commercial production, the net proceeds from concentrate sales will be offset against Development assets.
- Related Party Disclosures
Related parties pursuant to IFRS include the Board of Directors, close family members, other key management individuals and enterprises that are controlled by these individuals as well as certain persons performing similar functions.
Related party transactions conducted in the normal course of operations are measured at the exchange amount and approved by the Board of Directors in strict adherence to conflict of interest laws and regulations.
(a) The Company entered into the following transactions with related parties:
| Three Months Ended | Six Months Ended | ||||||||||||
| June 30, | June 30, | ||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||
| Interest on related party loans | (i) | $ | 153,799 | $ | 175,506 | $ | 297,106 | $ | 349,171 |
(i) Refer to note 15(a)(iv).
(ii) Refer to note 12(b).
(iii) Refer to note 11.
(iv) As at June 30, 2024, the Company owes Ocean Partners $3,585,748 (December 31, 2023 - $5,673,150) which is recorded as due to related parties on the unaudited condensed interim consolidated statement of financial position.
| June 30, | December 31, | |||||
| 2024 | 2023 | |||||
| Balance, beginning of period | $ | 5,673,150 | $ | 4,978,069 | ||
| Converted to convertible debentures (note 11) | (2,575,382 | ) | - | |||
| Repayment | - | (24,735 | ) | |||
| Accretion | - | 116,569 | ||||
| Interest | 256,339 | 729,033 | ||||
| Foreign exchange adjustment | 231,641 | (125,786 | ) | |||
| Balance, end of period | 3,585,748 | 5,673,150 | ||||
| Less current balance | (3,585,748 | ) | (5,673,150 | ) | ||
| Due to related parties - non-current balance | $ | - | $ | - |
(v) In February 2024, the loan balance due to Ocean Partner was converted to convertible debentures. Refer to note 11. As at June 30, 2024, balance related to the loan is recorded as other liability on the unaudited condensed interim consolidated statement of financial position is $nil (December 31, 2023 - $1,187,437).
| (vi) | ||||||
| June 30, | December 31, | |||||
| 2024 | 2023 | |||||
| Melquart Limited | ||||||
| Financing facilities, beginning of period | $ | 638,432 | $ | - | ||
| Financing facility received | - | 580,392 | ||||
| Less bonus warrants issued | - | (16,984 | ) | |||
| Accretion | 4,245 | 7,077 | ||||
| Interest | 40,767 | 64,095 | ||||
| Foreign exchange adjustment | 18,086 | 3,852 | ||||
| Balance, end of period | 701,530 | 638,432 | ||||
| Less current portion | (701,530 | ) | - | |||
| Due to related parties - non-current balance | $ | - | $ | 638,432 |
(b) Remuneration of officer and directors of the Company was as follows:
| Three Months Ended | Six Months Ended | |||||||||||
| June 30, | June 30, | |||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||
| Salaries and benefits (1) | $ | 128,193 | $ | 111,315 | $ | 220,314 | $ | 224,649 | ||||
| Stock-based compensation | 174,127 | 80,117 | 195,696 | 221,348 | ||||||||
| $ | 302,320 | $ | 191,432 | $ | 416,010 | $ | 445,997 |
(1) Salaries and benefits include director fees. As at June 30, 2024, due to directors for fees amounted to $140,000 (December 31, 2023 - $140,000) and due to officers, mainly for salaries and benefits accrued amounted to $139,141 (December 31, 2023 - $25,106), and is included with due to related parties.
(c) As at June 30, 2024, the issued shares of Galantas total 114,841,403. Ross Beaty owns 3,744,747 common shares of the Company or approximately 3.3% of the outstanding common shares. Premier Miton owns 4,848,243 common shares of the Company or approximately 4.2%. Melquart owns, directly and indirectly, 28,140,195 common shares of the Company or approximately 24.5% of the outstanding common shares of the Company. G&F Phelps owns 5,353,818 common shares of the Company or approximately 4.7%. Eric Sprott owns 10,166,667 common shares of the Company or approximately 8.9%. Mike Gentile owns 6,217,222 common shares of the Company or approximately 5.4%.
Excluding the Melquart Ltd, Premier Miton, Mr. Beaty, Mr. Phelps, Mr. Sprott and Mr. Gentile shareholdings discussed above, the remaining 49% of the shares are widely held, which includes various small holdings which are owned by directors of the Company. These holdings can change at anytime at the discretion of the of the owner.
The Company is not aware of any arrangements that may at a subsequent date result in a change in control of the Company.
- Segment Disclosure
The Company has determined that it has one reportable segment. The Company's operations are substantially all related to its investment in Cavanacaw and its subsidiaries, Omagh and Flintridge. Substantially all of the Company's revenues, costs and assets of the business that support these operations are derived or located in Northern Ireland. Segmented information on a geographic basis is as follows:
| June 30, 2024 | United Kingdom | Canada | Total | ||||||
| Current assets | $ | 639,744 | $ | 1,332,195 | $ | 1,971,939 | |||
| Non-current assets | $ | 28,270,723 | $ | 1,793,491 | $ | 30,064,214 | |||
| Revenues | $ | - | $ | - | $ | - | |||
| December 31, 2023 | United Kingdom | Canada | Total | ||||||
| Current assets | $ | 1,831,473 | $ | 2,376,856 | $ | 4,208,329 | |||
| Non-current assets | $ | 26,702,212 | $ | 1,673,478 | $ | 28,375,690 | |||
| Revenues | $ | - | $ | - | $ | - |
- Contingency
During the year ended December 31, 2010, the Company's subsidiary Omagh received a payment demand from Her Majesty's Revenue and Customs ("HMRC") in the amount of $526,452 (GBP 304,290) in connection with an aggregate levy arising from the removal of waste rock from the mine site during 2008 and early 2009. Omagh believed this claim to be without merit. An appeal was lodged with the Tax Tribunals Service and the hearing started at the beginning of March 2017 and following a number of adjournments was completed in August 2018. During the year ended December 31, 2019, the Tax Tribunals Service issued their judgement dismissing the appeal by Omagh in respect of the assessments. A provision has now been included in the unaudited condensed interim consolidated financial statements in respect of the aggregates levy plus interest and penalty.
There is a contingent liability in respect of potential additional interest which may be applied in respect of the aggregates levy dispute. Omagh is unable to make a reliable estimate of the amount of the potential additional interest that may be applied by HMRC.
- Event After the Reporting Period
On July 10, 2024, the Company announced that it agreed in principle to a proposal from G&F Phelps to develop a solar power facility at the Cavanacaw Gold Mine at the Omagh Project. The two-megawatt facility, with battery storage, is expected to significantly boost power generation on site and provide lower cost power than existing diesel generation, at a significantly lower carbon footprint. The proposal anticipates G&F Phelps renting rehabilitated land comprised of former tailings cells and a filled southern section of the former open pit. G&F Phelps is expected to provide the majority of capital required for the project, recouping the cost from the power generated. The proposal is subject to a detailed cost study, impact assessment and planning permission from regulatory authorities. Surplus power from the solar facility is expected to be exported to the local grid.
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