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AbraSilver Resource Corp. Interim / Quarterly Report 2020

Nov 25, 2020

42598_rns_2020-11-25_77038cfe-9a16-4b67-8e07-392ebe04a21c.pdf

Interim / Quarterly Report

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ABRAPLATA RESOURCE CORP.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2020

(Expressed in Canadian Dollars)

(UNAUDITED)

Notice to Reader

The accompanying unaudited condensed interim consolidated financial statements of AbraPlata Resource Corp. (the "Company") have been prepared by and are the responsibility of management. The unaudited condensed interim consolidated financial statements as at and for the three and nine months ended September 30, 2020 have not been reviewed by the Company's auditors.

ABRAPLATA RESOURCE CORP.

Condensed Interim Consolidated Statements of Financial Position (Expressed in Canadian Dollars) (Unaudited)

September 30, September 30, December 31, December 31,
As at 2020 2019
Assets
Current assets
Cash and cash equivalents $ 24,466,971 $ 1,812,119
Receivables 215,405 190,791
Prepaid expenses 133,398 204,806
Total current assets 24,815,774 2,207,716
Equipment 421 2,225
Right-of-use asset (note 9) 9,008 39,231
Mineralpropertyinterests(note 7) 16,132,966 10,362,971
Total Assets $ 40,958,169 $ 12,612,143
Liabilities and Shareholders' Equity
Current liabilities
Accounts payable and accrued liabilities (note 12) $ 7,413,026 $ 1,245,901
Lease liabilities(note 10) 5,332 33,970
Total Liabilities 7,418,358 1,279,871
Shareholders' Equity
Share capital (note 11(b)) 48,561,642 29,939,924
Reserves (notes 11 (c) and (d)) 11,114,251 3,089,841
Shares to be issued 33,492 -
Accumulated other comprehensive loss (1,988,716) (1,817,239)
Accumulated deficit (24,180,858) (19,880,254)
Total shareholders' equity 33,539,811 11,332,272
Total Liabilities and Equity $ 40,958,169 $ 12,612,143
Nature of operations (note 1)
Commitments (note 14)
Subsequent events (note 15)

The notes to the unaudited condensed interim consolidated financial statements are an integral part of these statements.

Approved by the Board of Directors:

Director: (s) " Flora Wood"

Director: (s) "Robert Bruggeman"

  • 1 -

ABRAPLATA RESOURCE CORP.

Condensed Interim Consolidated Statements of Loss and Comprehensive Loss (Expressed in Canadian Dollars) (Unaudited)

Three months Three months ended Nine months ended Nine months ended Nine months ended
September 30, September 30,
2020 2019 2020 2019
Administrative expenses
Consulting fees (note 12) $ 116,100 $ 26,090 $ 324,454 $ 124,077
Insurance 12,024 2,558 23,324 7,289
Depreciation of right-of-use assets 6,557 - 19,902 -
Investor relations 20,199 1,250 149,890 95,097
Office and administration (note 12) 151,587 17,854 294,029 59,569
Professional fees (note 12) 171,051 111,510 313,973 186,225
Rent 6,881 (7,594) 9,414 (1,329)
Salaries and benefits 92,500 5,002 291,342 7,096
Share-based payments (notes 11 and 12) 57,670 (13,997) 309,567 94,781
Transfer agent and filing fees 19,190 16,908 65,405 34,761
Travel 419 2,057 8,293 2,370
Accretion of lease liabilities 334 - 1,715 -
Total administrative expenses 654,512 161,638 1,811,308 609,936
Evaluation and exploration expenses (note 8) 1,216,502 50,228 2,120,803 150,530
Other (income) expenses
Write-off of mineral property interests (note 7) 56,056 - 56,056 -
Other expense(income) 1,591 (88,846) (12,633) (155,956)
Foreign exchange 129,853 47,677 294,357 49,747
Gain on net monetary position 65,925 (10,380) 30,713 (73,252)
Total other expenses(income) 253,425 (51,549) 368,493 (179,461)
Net loss for the period 2,124,439 160,317 4,300,604 581,005
Other comprehensive (income) loss:
Impact of hyperinflation 45,103 (1,349,777) 371,895 (2,102,353)
Foreign currencytranslation adjustment (192,486) (303,571) (200,418) (2,505)
Total comprehensive loss (income)
for theperiod $ 1,977,056 $ (1,493,031) $ 4,472,081 $ (1,523,853)
Basic and diluted loss per share $ 0.01 $ (0.02) $ 0.02 $ (0.02)
Weighted average number of
shares outstanding 340,791,246 96,673,478 284,740,471 91,267,705

The notes to the unaudited condensed interim consolidated financial statements are an integral part of these statements.

  • 2 -

ABRAPLATA RESOURCE CORP.

Condensed Interim Consolidated Statements of Changes in Shareholders' Equity (Expressed in Canadian Dollars) (Unaudited)

Share Capital Capital Share-based Share-based Accumulated Accumulated
Shares to payment Warrant Other ComprehensiveAccumulated
Number Amount be issued reserve reserve Income(loss) Deficit Total
Balance, December 31, 2018 81,673,478 $ 21,316,200 $ - $ 1,496,642 $ 561,316 $ (1,980,334) $ (18,339,026) $ 3,054,798
Private placement, net of share issue costs 15,000,000 737,432 - - - - - -
Stock options granted - - - 94,781 - - - 94,781
Foreign currency translation adjustment - - - - - 2,104,858 - 2,104,858
Net loss for theperiod - - - - - - (581,005) (581,005)
Balance,September 30,2019 96,673,478 $ 22,053,632 $ - $ 1,591,423 $ 561,316 $ 124,524 $ (18,920,031) $ 5,410,864
Balance, December 31, 2019 249,758,862 $ 29,939,924 $ - $ 1,731,728 $ 1,358,113 $ (1,817,239) $ (19,880,254) $ 11,332,272
Private placement, net of share issue costs 135,144,927 15,559,638 - - 7,907,919 - - 23,467,557
Shares issued from exercise of warrants 12,754,865 2,675,337 - - (102,986) - - 2,572,351
Shares issued from exercise of stock options 2,340,000 386,743 - (90,090) - - - 296,653
Proceeds of shares to be issued - - 33,492 - - - - 33,492
Share-based payments - - - 309,567 - - - 309,567
Impact of hyperinflation - - - - - (371,895) - (371,895)
Foreign currency translation adjustment - - - - - 200,418 - 200,418
Net loss for theperiod - - - - - - (4,300,604) (4,300,604)
Balance,September 30,2020 399,998,654 $ 48,561,642 $ 33,492 $ 1,951,205 $ 9,163,046 $ (1,988,716) $ (24,180,858) $ 30,637,315

The notes to the unaudited condensed interim consolidated financial statements are an integral part of these statements.

  • 3 -

ABRAPLATA RESOURCE CORP.

Condensed Interim Consolidated Statements of Cash Flows (Expressed in Canadian Dollars) (Unaudited)

Nine months ended September 30, 2020 2019
Operating Activities
Net loss for theperiod $ (4,300,604) $ (581,005)
Items not affecting cash:
Gain on net monetary position (30,713) (73,252)
Foreign exchange - 49,747
Share-based payments 309,567 94,781
Mineral property write off 56,056 -
Accretion of lease liabilities 1,707 -
Depreciation of right-of-use assets 18,114 -
Depreciation of equipment 1,716 -
Changes in non-cash operating working capital:
Receivables (24,614) 22,427
Accounts payable and accrued liabilities (502,374) (135,783)
Prepaid expenses 71,408 (3,417)
Cash(used in) operating activities (4,399,737) (626,502)
Investing Activities
Additions to mineral interests (94,928) (41,745)
Repayment of lease liabilities (20,959) -
Cash(used in) investing activities (115,887) (41,745)
Financing Activity
Proceeds on issuance of shares in private placements, net of issuance costs 23,467,557 -
Proceeds on exercise of warrants 2,572,351 -
Proceeds on exercise of stock options 296,653 -
Proceeds received for shares to be issued on exercise of warrants 33,492 -
Funds received for shares to be issued inprivateplacement - 737,432
Cashprovided by financing activities 26,370,053 737,432
Impact of foreign exchange rate on cash and cash equivalents 800,423 (22,724)
Change in cash and cash equivalents during theperiod 22,654,852 46,461
Cash and cash equivalents, beginning of the period 1,812,119 11,662
Cash and cash equivalents, end of the period $ 24,466,971 $ 58,123
Cash and cash equivalents are comprised of:
Cash $ 1,797,489 $ 58,123
Term deposits 22,669,482 -
$ 24,466,971 $ 58,123

The notes to the unaudited condensed interim consolidated financial statements are an integral part of these statements.

  • 4 -

Notes to Condensed Interim Consolidated Financial Statements Three and nine months ended September 30, 2020 and 2019 (Expressed in Canadian Dollars) (Unaudited)

ABRAPLATA RESOURCE CORP.

1. Nature of operations

AbraPlata Resource Corp. (formerly Angel Bioventures Inc.) (the “Company” or "AbraPlata") was incorporated on August 31, 1993 under the Alberta Business Corporations Act. On September 30, 2015, the Company’s incorporation jurisdiction was moved to British Columbia. The Company’s registered office is located at Suite 550, 220 Bay Street, Toronto, Ontario, M5J 2W4.

These unaudited condensed interim consolidated financial statements have been prepared on a going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. As at September 30, 2020, the Company has a working capital of $17,397,416 (December 31, 2019– $927,845) and has an accumulated deficit of $24,180,858. The continued operations of the Company are dependent on its ability to generate future cash flows or obtain additional financing. Management is of the opinion that sufficient working capital will be obtained from external financing to meet the Company’s liabilities and commitments as they become due, although there is a risk that additional financing will not be available on a timely basis or on terms acceptable to the Company. These factors indicate the existence of a material uncertainty that may cast significant doubt upon the Company’s ability to continues as a going concern. These unaudited condensed interim consolidated financial statements do not reflect any adjustments that may be necessary if the Company is unable to continue as a going concern.

2. Basis of preparation

Statement of compliance

These unaudited condensed interim consolidated financial statements, including comparatives, have been prepared in accordance with International Accounting Standard (“IAS”) 34 ‘Interim Financial Reporting’ (“IAS 34”) using accounting policies consistent with IFRS issued by the International Accounting Standards Board (“IASB”) and Interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”). The accounting policies and methods of computation applied by the Company in these unaudited condensed interim consolidated financial statements are the same as those applied in the Company’s annual consolidated financial statements for the year ended December 31, 2019 other than below. Any subsequent changes to IFRS that are given effect in the Company's annual consolidated financial statements for the year ending December 31, 2020 could result in restatement of these unaudited condensed interim consolidated financial statements.

These consolidated financial statements were authorized for issue by the Board of Directors on November 25, 2020.

  • 5 -

Notes to Condensed Interim Consolidated Financial Statements Three and nine months ended September 30, 2020 and 2019 (Expressed in Canadian Dollars) (Unaudited)

ABRAPLATA RESOURCE CORP.

3. Hyperinflation

Due to various qualitative factors and developments with respect to the economic environment in Argentina during the year ended December 31, 2018, including, but not limited to, the acceleration of multiple local inflation indices, the three-year cumulative inflation rate of the local Argentine wholesale price index exceeding 100% in May 2018 and the significant devaluation of the Argentine Peso, Argentina was designated a hyper-inflationary economy as of July 1, 2018 for accounting purposes.

Accordingly, IAS 29, Financial Reporting in Hyper-Inflationary Economies, has been applied to these consolidated financial statements as the Company’s Argentine operating subsidiaries (the “Argentine Subsidiaries”) use the Argentine Peso as its functional currency. The Company also followed the interpretive guidance for first time adoption of IAS 29 included within IFRIC 7. The consolidated financial statements are based on the historical cost approach in IAS 29.

The application of hyperinflation accounting requires restatement of the Argentine subsidiaries’ non-monetary assets and liabilities, shareholders’ equity and comprehensive loss items from the transaction date when they were first recognized into the current purchasing power which reflects a price index current at the end of the reporting period before being included in the consolidated financial statements. To measure the impact of inflation on its financial position and results, the Company has elected to use the Wholesale Price Index (Indice de Precios Mayoristas or ”IPIM”) for periods up to December 31, 2016, and the Retail Price Index (Indice de Precios al Consumidor or “IPC”) thereafter. These price indices have been recommended by the Government Board of the Argentine Federation of Professional Councils of Economic Sciences (“FACPCE”).

As the consolidated financial statements of the Company have been previously presented in Canadian dollars, a stable currency, the comparative period amounts do not require restatement. For the year ended December 31, 2018, the Company recognized a gain of $1.5 million in relation to the impact of hyperinflation within other comprehensive income. This amount is primarily the result of hyperinflation adjustments recognized on nonmonetary assets held by its Argentine subsidiaries as of July 1, 2018, which have been restated from the historic date when they were first recognized to July 1, 2018 (the “Opening Hyperinflation Adjustment”), and then to December 31, 2019. On initial application of IAS 29, there is an accounting policy choice to recognize the Opening Hyperinflation Adjustment directly to opening equity or to other comprehensive loss. The Company has elected to recognize this amount to other comprehensive loss and it is included in the figure noted above.

As at September 30, 2020, the IPC was 346.6 (December 31, 2019- 283.4), which represents an increase of 14% during the period.

4. Change in accounting policy

Certain pronouncements were issued by the IASB or the IFRIC that are mandatory for accounting periods after January 1, 2020. The following new standards have been adopted:

Amendments to IFRS 3 Business Combinations

Amendments to IFRS 3, Business Combinations assist in determining whether a transaction should be accounted for as a business combination or an asset acquisition. It amends the definition of a business to include an input and a substantive process that together significantly contribute to the ability to create goods and services provided to customers, generating investment and other income, and it excludes returns in the form of lower costs and other economic benefits. The Company adopted these amendments on January 1, 2020 and the adoption has no impact on the unaudited condensed interim consolidated financial statements for the three and nine months ended September 30, 2020.

  • 6 -

Notes to Condensed Interim Consolidated Financial Statements Three and nine months ended September 30, 2020 and 2019 (Expressed in Canadian Dollars) (Unaudited)

ABRAPLATA RESOURCE CORP.

5. Financial instruments

(a) Fair value estimation

The fair value of financial instruments are determined by valuation methods depending on hierarchy levels as defined below:

  1. Level 1 of the fair value hierarchy includes unadjusted quoted prices in active markets for identical assets or liabilities;

  2. Level 2 of the hierarchy includes inputs that are observable for the asset or liability, either directly or indirectly; and

  3. Level 3 includes inputs for the asset or liability that are not based on observable market data.

The Company does not have any financial instruments included in Level 1, 2 and 3. The carrying values of financial instruments maturing in the short term approximates their fair values.

(b) Financial risks

The Company may be exposed to risks of varying degrees of significance which could affect its ability to achieve its strategic objectives. The Company manages risks to minimize potential losses. The main objective of the Company’s risk management process is to ensure that the risks are properly identified and that the capital base is adequate in relation to those risks. The Company’s risk exposure and the impact on the Company’s financial instruments are summarized below:

Credit risk

Credit risk is the risk of potential loss to the Company if the counterparty to a financial instrument fails to meet its contractual obligations.

The Company is exposed to credit risk with respect to its cash and receivables. The Company’s maximum exposure to credit risk is their carrying amounts disclosed in the consolidated statement of financial position. Credit risk associated with cash is minimized by placing these instruments with major Canadian financial institutions with strong investmentgrade ratings as determined by a primary ratings agency. Credit risk associated with receivables is minimal as the majority of the balance is owing from Canada Revenue Agency.

Liquidity risk

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

At September 30, 2020, the Company had a cash and cash equivalents balance of $24,466,971 to settle current liabilities of $7,418,358. All of the Company's financial liabilities other than lease liabilities have contractual maturities of less than 30 days and are subject to normal trade terms.

The Company intends to finance future requirements from share issuances, the exercise of options and/or warrants, debt or other sources. There can be no certainty of the Company’s ability to raise additional financing through these means.

  • 7 -

Notes to Condensed Interim Consolidated Financial Statements Three and nine months ended September 30, 2020 and 2019 (Expressed in Canadian Dollars) (Unaudited)

ABRAPLATA RESOURCE CORP.

5. Financial instruments (continued)

Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate due to changes in market factors. Market risk comprises three types of risk: price risk, interest rate risk and currency risk.

Price risk

Price risk is the risk that the fair value of future cash flows of the Company’s financial instruments will fluctuate because of changes in market prices. The Company is not exposed to price risks.

Interest rate risk

Interest rate risk is the risk that the fair values and future cash flows of the Company will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk to the extent that the cash, if any, maintained at financial institutions is subject to a floating rate of interest. The interest rate risk on cash is not considered significant.

Currency risk

Currency risk is the risk that the fair values or future cash flows of the Company’s financial instruments will fluctuate because of changes in foreign currency exchange rates. The Company is exposed to currency risk through financial assets and liabilities denominated in currencies other than the Canadian dollar, the Company’s presentation currency. The Company’s financial instruments denominated in currencies that are not the Canadian dollar as at September 30, 2020 are as follows:

Cost Chilean Peso US$
Argentina Peso
US$
Argentina Peso
C$ equivalent
Cash 83,838,244 5,119,283 37,557,088 7,377,889
Accounts payable and accrued liabilities 4,819,916 8,212 19,760,842 364,353

The Company’s sensitivity analysis suggests that a 10% depreciation or appreciation of the foreign currencies against the Canadian dollar would have resulted in an approximate $8,480 decrease or increase in the Company’s other comprehensive income or loss.

As at September 30, 2020, US dollar amounts have been translated at a rate of C$1.3339 per US dollar, Argentine Peso amounts have been translated at C$0.01747 per Argentine Peso and Chilean Peso amounts have been translated at C$0.00170 per Chilean Peso.

6. Capital management

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue the development and exploration of its mineral properties and to maintain a flexible capital structure, which optimizes the costs of capital to an acceptable risk.

The Company depends on external financing to fund its activities and there can be no guarantee that external financing will be available at terms acceptable to the Company. The Company does not believe its current working capital is sufficient to maintain its core operations for the next twelve months, and additional funding will be required by the Company to complete its strategic objectives and continue as a going concern. There is no certainty that additional financing at terms that are acceptable to the Company will be available. The capital structure of the Company currently consists of common shares. The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may issue new debt, new shares or warrants.

  • 8 -

Notes to Condensed Interim Consolidated Financial Statements Three and nine months ended September 30, 2020 and 2019 (Expressed in Canadian Dollars) (Unaudited)

ABRAPLATA RESOURCE CORP.

6. Capital management (continued)

Management reviews its capital management approach on a regular basis. There were no changes in the Company’s approach to capital management.

7. Mineral property interests

Through the Company’s wholly-owned subsidiaries, the Company controls exploration projects in Argentina classified by the Company into the Diablillos Project, Cerro Amarillo Project and La Coipita Project and in Chile classified into the Arcas project. All acquisition costs and option payments related to these exploration projects are capitalized as mineral interests and are incurred in US dollars and translated to Canadian dollars, the presentation currency for the Company.

(a) Diablillos project

(1) On November 1, 2016, the Company closed a Share Purchase Agreement dated August 23, 2016, as amended and restated on March 21, 2017, and further amended on September 11, 2019, with SSRM and Fitzcarraldo Ventures Inc. (the "Share Purchase Agreement") pursuant to which Huayra acquired from SSRM all of the issued and outstanding shares of Pacific Rim Mining Corporation Argentina S.A., ABP Global Inc. (BVI) and ABP Diablillos Inc. (BVI) (together, the “SSRM subsidiaries”). Through the acquisition of the SSRM subsidiaries, the Company acquired certain exploration projects in Salta and Chubut Provinces, Argentina (the "Diablillos Project" and the "Aguas Perdidas Project").

Cash consideration payable to SSRM consists of the following:

  1. US$300,000 on closing; this amount to be increased by an amount equal to the US dollar equivalent of the amount of Argentine Pesos deposited in entity purchased by the Company (paid);

  2. US$300,000 on or before February 15, 2017 (as amended) (paid);

  3. US$500,000 on 180th day after closing (paid);

  4. US$50,000 on or before January 12, 2018 (as amended) (paid);

  5. $ 200,000 to be paid at the closing date of the Arrangement with Aethon (paid);

  6. US$5,000,000 to be paid on the earlier of:

  7. the date on which a Diablillos Feasibility Study in respect of all or any part of the Diablillos Concessions has been

  8. obtained;

o July 31, 2023; and

o 90 days after demand by SSRM for payment if (a) AbraPlata’s market capitalization exceeds $100,000,000 for 20 consecutive trading days (on the primary stock exchange on which such entity’s shares are traded) or (b) after November 1, 2020, the spot price of silver (based on the London Bullion Market Association (LBMA) Silver Price as published by the LBMA on its website (or should that quotation cease, another similar quotation acceptable to the parties acting reasonably) (the “Benchmark”) exceeds $25 per ounce for 20 consecutive trading days on the Benchmark;

  1. US$7,000,000 to be paid on the earlier of:

  2. the date on which Commercial Production occurs in respect of all or any part of the Diablillos Concessions; and

  3. o July 31, 2025.

On September 2, 2020 AbraPlata’s market capitalization exceeded $100,000,000 for twenty (20) consecutive trading days on the TSX-V for the period from and after August 6, 2020 to and including September 2, 2020. On the same day SSRM requested the US$ 5,000,000 to be paid within 90 days. During the three and nine months ended September 30, 2020, the Company accrued $6,669,500 (US$5,000,000) as an addition to the Diablillos project. That payment was completed on November 19, 2020.

  • 9 -

Notes to Condensed Interim Consolidated Financial Statements Three and nine months ended September 30, 2020 and 2019 (Expressed in Canadian Dollars) (Unaudited)

ABRAPLATA RESOURCE CORP.

7. Mineral property interests (continued)

(a) Diablillos project (continued)

(1) (continued) Equity consideration consists of 11,294,609 Class B common shares of the Company which automatically converted into a number of Huayra Class A Shares that, upon the completion of the RTO, resulted in SSRM holding common shares of the Company representing 19.9% of the Company’s then outstanding common shares. The Share Purchase Agreement provides SSRM an anti-dilution right to maintain 19.9% equity interest in the capital of the Company until the Company completes a qualified financing of a minimum of US$5,000,000. During the year ended December 31, 2018 the Company completed a qualified financing and is no longer obligated to maintain SSRM’s free carried equity interest. As consideration for SSRM's agreement to amend the Share Purchase Agreement, the Company issued an additional 24.15 million common shares of the Company plus payment of $200,000.

The royalty consideration payable to SSRM consists of a 1% net smelter returns royalty. SSRM is entitled to receive advance royalty payments totaling of US$250,000 on November 1, 2017 (paid).

These advance royalty payments will be deducted and set off against the first US$250,000 of net smelter returns royalty payments otherwise payable in respect of the Diablillos Project. As security for the above obligations the Company has pledged to SSRM all the shares the Company acquired in the two entities which hold interest to the Diablillos Project and the Aguas Perdidas Project.

As consideration for SSRM’s agreement on September 11, 2019 to amend the Share Purchase Agreement, at the closing date of the Arrangement date with Aethon (additionally to the CAD$200,000 indicated above) AbraPlata issued to SSRM the number of AbraPlata shares which results in SSRM owning in aggregate 17.65% of AbraPlata’s share capital at that date (24,160,385 shares issued).

(2) On August 30, 2017 the Company signed an agreement, which was amended September 6, 2019, to acquire all of the issued and outstanding shares of Minera Cerro Bayo S.A. (“Cerro Bayo”), a privately held Argentine company. Cerro Bayo owns certain mineral rights that, as a result of a long-standing border dispute between two neighboring provinces in northwestern Argentina, overlap and potentially conflict with the Company's mineral rights to its Diablillos Ag-Au project. The acquisition of the potentially conflicting mineral rights through the acquisition of Cerro Bayo means that the Company will retain its title to the Diablillos Ag-Au project regardless of the ultimate outcome of the provincial border dispute.

Cash and equity consideration payable under the agreement is as follows:

  1. US$225,000 upon closing (paid);

  2. US$175,000 on or before February 28, 2018 (paid);

  3. US$15,000 upon signing of the September 6, 2019, amendment (paid);

  4. US$350,000 and 300,000 common shares on or before November 30, 2019 (paid and issued);

  5. US$65,000 on or before April 30, 2020 (paid);

  6. US$65,000 and 200,000 common shares on or before October 31, 2020;

  7. US$65,000 on or before April 30, 2021;

  8. US$65,000 on or before October 31, 2021;

  9. US$65,000 on or before April 30, 2022;

  10. US$65,000 on or before October 31, 2022;

  11. US$1,000,000 on or before July 31, 2023; and

  12. US$1,170,000 on or before July 31, 2025.

The Company wrote off the acquisition costs incurred in relation to Cerro Bayo agreement in the year ended December 31, 2018.

  • 10 -

Notes to Condensed Interim Consolidated Financial Statements Three and nine months ended September 30, 2020 and 2019 (Expressed in Canadian Dollars) (Unaudited)

ABRAPLATA RESOURCE CORP.

7. Mineral property interests (continued)

(b) Cerro Amarillo project

On July 14, 2016, AbraPlata Argentina S.A., a wholly owned subsidiary of the Company, signed an agreement for the right to purchase the Cerro Amarillo project located in the province of Mendoza in Argentina. This agreement is a replacement agreement to the one that was entered into in 2010.

The Company made the following payments:

  1. US$25,000 in October 2016, deferred to May 2017 (paid)

  2. and will pay US$25,000 annually every November, starting in November 2017, until the earlier of the ratification of appropriate permits or the receipt of exploration permits given in accordance with the legislature of the province of Mendoza (the “Notification Date”). The Company will then make a series of installments in total of US$875,000 over 48-month period from the Notification Date. The due date for November 2018 payment was extended to January 10, 2019 and paid during the year ended December 31, 2019.

An exercise fee of US$2,500,000 will be due by the end of 60 months period from the Notification Date. The underlying owners are also entitled to a 1% NSR royalty which can be purchased back for US$3,000,000. Due to uncertainty of the timing for the completion of the glaciers inventory and the ratification of the permits, the Company wrote down the Cerro Amarillo project to $1 in a prior period.

Due to uncertainty of the timing for the completion of the glaciers inventory and the ratification of the permits, the Company wrote down the Cerro Amarillo project to $1 during the fifteen months ended December 31, 2017. During the year ended December 31, 2019, management decided to pursue exploration on the property again and accordingly, commenced capitalizing acquisition costs incurred.

During the quarter ended September 30, 2020, the management evaluated its project portfolio including the new acquisitions and elected not to continue with the Cerro Amarillo project purchase. As a result, the November 2020 payment will not be made and the property will be dropped, will all prior costs have written off.

  • 11 -

Notes to Condensed Interim Consolidated Financial Statements Three and nine months ended September 30, 2020 and 2019 (Expressed in Canadian Dollars) (Unaudited)

ABRAPLATA RESOURCE CORP.

7. Mineral property interests (continued)

(c) La Coipita Project

On January 31, 2020, AbraPlata entered into a letter agreement, through its wholly owned subsidiary, AbraPlata Argentina SA, to acquire a 100% interest in the La Coipita project (“La Coipita”) located in San Juan province, Argentina by paying a total of US$4,265,000 in staged payments over 60 months (US$65,000 paid) to the optionors (“Project Owners”)

Cash consideration payable per the letter agreement were as follows:

  1. US$35,000 upon celebration of the letter agreement (paid)

  2. US$30,000 in February 2020 (paid)

  3. US$100,000 in January 2021

  4. US$200,000 in January 2022

  5. US$400,000 in January 2023

  6. US$1,000,000 in January 2024

  7. US$2,500,000 in January 2025

In the event the project is placed into commercial production, the Project Owners shall be entitled to collect 1.1% of the net smelter return (“NSR”), of which AbraPlata may purchase for US$3,000,000 during the 60 months after the first staged payment was made, or for US$5,000,000 thereafter until start-up of construction of the project.

On February 5, 2020, AbraPlata Argentina SA entered into a binding letter agreement with Altius Resources Inc. to sell its right to acquire the 1.1% NSR from the Project Owners. In consideration, Altius will invest in AbraPlata by way of subscription for common shares or share units in its next equity financing a minimum sum of $125,000 (received).

(d) Arcas Project

On December 19, 2019, the Company completed a plan of arrangement (the "Arrangement") with Aethon, whereby each former Aethon shareholder received 3.75 common shares in the capital of AbraPlata for each Aethon common share held prior to the Arrangement. This transaction has been determined to be an acquisition of assets and the Arcas Project of Aethon was deemed to be acquired on December 19, 2019 by the Company.

On January 23, 2018, Aethon entered into the option agreement with the optionors, as amended February 28, 2018, pursuant to which Aethon has been granted the option to earn a 100% interest in four blocks of exploration-stage mineral concessions with prospective copper and gold targets located in northern Chile, subject to certain underlying royalties.

The consideration for the purchase of the databases and the grant of the option is the issuance of an aggregate of 11,200,000 common shares of Aethon (issued). To exercise the option, Aethon must incur cumulative expenditures of at least $750,000 on the exploration and development of the properties within 18 months from the closing of the qualifying transaction of which at least $500,000 must be incurred within 12 months from the closing date. Aethon must also pay an aggregate of $1,000 to the optionors. Any production from the Properties is subject to an existing 0.98% gross sales royalty in favour of a third party and a new 1.02% gross sales royalty in favour of the Optionors, for a total gross sales royalty of 2.0%.

On April 4, 2019, Aethon announced that it had exercised its option to acquire a 100% interest in the properties.

On September 11, 2019, Aethon entered into an Earn-In with Option to Joint Venture Agreement with Rio Tinto Mining and Exploration Limited / Agencia En Chile, a member of the Rio Tinto Group (“Rio Tinto”), to acquire an interest in the Arcas project. Rio Tinto has the right but not the obligation to earn up to a 75% interest in the Arcas Project by funding project expenditures of up to US$25 million as follows:

  • 12 -

Notes to Condensed Interim Consolidated Financial Statements Three and nine months ended September 30, 2020 and 2019 (Expressed in Canadian Dollars) (Unaudited)

ABRAPLATA RESOURCE CORP.

7. Mineral property interests (continued)

(d) Arcas Project (continued)

1st Option: If Rio Tinto incurs total project expenditures of US$4 million within 3 years, and makes aggregate cash payments of US$300,000 during the first two years, it will have the right to acquire a 51% interest in the Arcas project (“Stage 1 earn-in project expenditure”) through the acquisition of 51% stock of a new company (“Opco”) that will be incorporated. To exercise the option, Rio Tinto shall make the cash payments before the following dates:

  1. US$100,000 on or before the first anniversary date (received);

  2. US$200,000 on or before the second anniversary date;

2nd Option: If Rio Tinto incurs additional project expenditures of US$5 million over the subsequent 2 year period, it will have a right to acquire an additional 14% interest in Opco (holder of the Arcas project), resulting in its total interest being 65%; and

3rd Option: If Rio Tinto incurs additional project expenditures of US$16 million over the subsequent 3 year period, it will have a right to acquire an additional 10% interest in Opco (holder of the Arcas project), resulting in its total interest being 75%;

Rio Tinto has agreed to incur minimum project expenditures of US$1 million within one year of securing all necessary approvals to conduct drilling activities which is to be part of the Stage 1 earn-in project expenditure.

In the event Rio Tinto withdraws from the Project, it will pay Aethon an amount equaling the cost to maintain the Project concessions for the 12 month period commencing on the date of termination that have not already been paid.

Under the terms of the agreement, Rio Tinto shall have the right to form a Joint Venture (“JV”) with the following key terms:

  1. The JV (Opco) may be formed with 51% to Rio Tinto and 49% to Aethon upon satisfaction of the 1st Option; 65% to Rio Tinto and 35% to Aethon upon satisfaction of the 2nd Option; or 75% to Rio Tinto and 25% to Aethon upon satisfaction of the 3rd Option.

  2. The JV will be managed by Rio Tinto and funded by each participant in accordance with their interest.

  3. Aethon may elect not to fund its interest and be diluted down to a 10% interest. If Aethon is diluted below a 10% interest, its interest will convert to a 1% net smelter royalty capped at US$50 million.

  4. Each party will have a right of first refusal should the other party wish to divest its shareholder interest.

  5. 13 -

Notes to Condensed Interim Consolidated Financial Statements Three and nine months ended September 30, 2020 and 2019 (Expressed in Canadian Dollars) (Unaudited)

ABRAPLATA RESOURCE CORP.

7. Mineral property interests (continued)

(e) Santo Domingo project

On August 21,2020, AbraPlata entered into a letter agreement, through its wholly owned subsidiary, AbraPlata Argentina SA, to acquire a 100% interest in the Santo Domingo - Marayes project (“Santo Domingo”) located in San Juan province, Argentina by paying a total of US$2,500,000 in staged payments over 96 months (US$10,000 paid) to the optionors (“Project Owner”).

Cash consideration payable per the letter agreement were as follows:

  1. US$10,000 before October 21,2020 (paid subsequent to September 30, 2020)

  2. US$ 15,000, in February 2021

  3. US$ 25,000 in August 2021

  4. US$ 50,000 in August 2022

  5. US$ 100,000 in August 2023

  6. US$ 150,000 in August 2024

  7. US$ 200,000 in August 2025

  8. US$ 250,000 in August 2026

  9. US$ 500,000 in August 2027

  10. US$ 1,200,000 in August 2028

Diablillos Cerro La Coipita Arcas
Argentina Amarillo Project Project Total
December 31, 2018 $ 3,949,775 $ 1 $ - $ - $ 3,949,776
Additions, cash 688,246 66,308 - - 754,554
Additions, shares 1,223,019 - - - 1,223,019
Additions, upon acquisition of Aethon - - - 4,473,979 4,473,979
Recovery, cash (78,732) - - - (78,732)
Hyperinflationary adjustment 1,431,672 11,484 - - 1,443,156
Foreign exchange translation (1,448,185) (11,837) - 57,241 (1,402,781)
December 31, 2019 $ 5,765,795 $ 65,956 $ - $ 4,531,220 $ 10,362,971
Additions, cash 6,669,500 - 94,928 - 6,764,428
Write-off - (56,056) - - (56,056)
Hyperinflationary adjustment 1,028,806 11,554 15,416 - 1,055,776
Foreign exchange translation (1,773,263) (21,454) (7,798) (191,638) (1,994,153)
September 30,2020 $ 11,690,838 $ - $ 102,546 $ 4,339,582 $ 16,132,966
  • 14 -

ABRAPLATA RESOURCE CORP.

Notes to Condensed Interim Consolidated Financial Statements Three and nine months ended September 30, 2020 and 2019 (Expressed in Canadian Dollars) (Unaudited)

8. Evaluation and exploration expenses

Three months ended Three months ended Three months ended Nine months ended Nine months ended Nine months ended
September 30, September 30,
2020 2019 2020 2019
Diablillos
Camp costs $ 277,309 $ 31,846 $ 420,689 $ 62,908
Drilling 717,924 (306) 1,309,343 2,260
Legal and regulatory fee 1,224 (6,788) 13,336 -
Engineering 3,280 (6,788) 3,280 -
Geology 64,170 (6,788) 64,170 -
Personnel costs 98,603 3,384 194,766 19,182
Report - 12,562 - 25,223
Travel and transport 27,302 8,865 67,081 40,033
Administration 243 (43) 691 704
Impact of hyperinflation 18,181 - 38,942 -
$ 1,208,236 $ 49,520 $ 2,112,298 $ 150,310
Cerro Amarillo
Camp costs $ 134 $ 124 $ 367 $ 494
Legal and regulatory fee 8,018 584 8,018 (274)
Impact of hyperinflation 114 - 120 -
$ 8,266 $ 708 $ 8,505 $ 220
Total evaluation and exploration expenses **$ ** 1,216,502 $ 50,228 $ 2,120,803 $ 150,530
9.
Right-of-use Assets
Office leases
Balance, January 1, 2019 $ -
Addition 13,454
Addition from acquisition of Aethon 27,915
Depreciation (2,873)
Impact of hyperinflation 893
Impact of foreign exchange (158)
Balance, December 31, 2019 $ 39,231
Depreciation (18,114)
Lese modification (9,718)
Impact of hyperinflation (72)
Impact of foreign exchange (2,319)
Balance, September 30, 2020 $ 9,008
  • 15 -

ABRAPLATA RESOURCE CORP.

Notes to Condensed Interim Consolidated Financial Statements Three and nine months ended September 30, 2020 and 2019 (Expressed in Canadian Dollars) (Unaudited)

10. Lease Liabilities

Balance, January 1, 2019 $ -
Additions 13,454
Additions from acquisition of Aethon 22,308
Accretion 316
Lease payments (2,518)
Impact of hyperinflation 19
Impact of foreign exchange 391
Balance, December 31, 2019 $ 33,970
Accretion 1,707
Lease payments (20,959)
Lease modification (9,718)
Impact of hyperinflation 160
Impact of foreign exchange 172
Balance, September 30, 2020 $ 5,332

11. Share capital

a) Authorized

Authorized: Unlimited common shares without par value. Unlimited first preferred shares without par value. Unlimited second preferred shares without par value.

b) Issued share capital

At September 30, 2020, 93,748 shares remain in escrow (December 31, 2019 – 3,192,678).

On May 14, 2020 the Company closed a non-brokered private placement (the “Placement”). In connection with the closing of the Placement, the Company issued 25,000,000 units (each, a “Unit ”) at a price of $0.08 per Unit for gross proceeds of $2,000,000. Each Unit consists of one common share in the equity of the Company (each, a "Common Share") and one share purchase warrant (each, a "Warrant"). Each Warrant entitles the subscriber to purchase one additional Common Share at a price of $0.15 until the third (3rd) anniversary of the closing date of the Offering (the "Expiry Date"). The proceeds of the Placement will be used to resume a diamond drilling program at the Diablillos Silver-Gold project and for general working capital purposes . The warrants were valued at $713,419 using the BlackScholes valuation model with the following assumptions: share price of $0.08, risk free rate of 0.25%, dividend yield of 0%, time to expiry of 3 years and volatility of 124.13%. The Company paid finder's fees of $56,940 and incurred $40,609 in share issue costs.

  • 16 -

Notes to Condensed Interim Consolidated Financial Statements Three and nine months ended September 30, 2020 and 2019 (Expressed in Canadian Dollars) (Unaudited)

ABRAPLATA RESOURCE CORP.

11. Share capital (continued)

b) Issued share capital (continued)

On July 9, 2020 the Company announced that it had closed its previously announced non-brokered private placement (the “Placement”). In connection with the closing of the Placement, the Company issued 43,478,261 units (each, a “Unit”) at a price of $0.115 per Unit for gross proceeds of $5,000,000. Each Unit consists of one common share in the equity of the Company (each, a "Common Share") and one share purchase warrant (each, a "Warrant"). Each Warrant will entitle the subscriber to purchase one additional Common Share at a price of $0.17 until the second (2nd) anniversary of the closing date of the Offering (the "Expiry Date"). The proceeds of the Placement will be used to resume a diamond drilling program at the Diablillos Silver-Gold project and for general working capital purposes. The warrants were valued at $1,875,609 using the Black-Scholes valuation model with the following assumptions: share price of $0.18, risk free rate of 0.28%, dividend yield of 0%, time to expiry of 2 years and volatility of 136.92%. The Company paid finder's fees of $251,274 and incurred $59,703 in share issue costs. The Company also issued 2,086,800 broker warrants which were valued at $261,818 using the Black-Scholes valuation model with the following assumptions: share price of $0.18, risk free rate of 0.28%, dividend yield of 0%, time to expiry of 2 years and volatility of 136.92%.

On September 1, 2020 the Company announced that it had closed its previously announced non-brokered private placement (the “Placement”). In connection with the closing of the Placement, the Company issued 66,666,666 units (each, a “Unit”) at a price of $0.27 per Unit for gross proceeds of $18,000,000. Each Unit consists of one common share in the equity of the Company (each, a "Common Share") and one-half of one share purchase warrant (each, a "Warrant"). Each Warrant will entitle the subscriber to purchase one additional Common Share at a price of $0.40 until the second (2nd) anniversary of the closing date of the Offering (the "Expiry Date"). Notwithstanding the foregoing, in the event that after January 2, 2021, the volume weighted average price on the TSX Venture Exchange has been at least $0.70 for 20 consecutive trading days, the Company may deliver a notice to the holders of Warrants accelerating the Expiry Date to the date that is 30 days following such notice, and any unexercised Warrants after such period shall automatically expire. The warrants were valued at $4,313,978 using the Black-Scholes valuation model with the following assumptions: share price of $0.42, risk free rate of 0.27%, dividend yield of 0%, time to expiry of 2 years and volatility of 140.38%. The Company paid finder's fees of $1,029,817 and incurred $89,398 in share issue costs. The Company also issued 3,645,834 broker warrants which were valued at $1,138,866 using the Black-Scholes valuation model with the following assumptions: share price of $0.42, risk free rate of 0.27%, dividend yield of 0%, time to expiry of 2 years and volatility of 140.38%.

On April 18, 2019 the Company closed a non-brokered private placement of 15,000,000 units at a price of $0.05 per unit for total gross proceeds of $750,000. Each unit consisted of one common share and one non-transferable common share purchase warrant. Each warrant is exercisable for five years to purchase an additional common share at a price of $0.10. The Company paid finder's fees of $2,400 and incurred $10,923 in share issue costs.

On October 31, 2019, the Company closed a nonbrokered private placement of 25,000,000 units at a price of $0.06 per unit for gross proceeds of $1,500,000. Each unit consists of one common share of the Company and one common share purchase warrant. Each warrant entitles the holder thereof to acquire one additional common share at a price of $0.10 for a period of twenty four months. The warrants were valued at $nil using the residual method. The Company paid finder's fees of $8,100 and incurred $9,122 share issue costs.

  • 17 -

Notes to Condensed Interim Consolidated Financial Statements Three and nine months ended September 30, 2020 and 2019 (Expressed in Canadian Dollars) (Unaudited)

ABRAPLATA RESOURCE CORP.

11. Share capital (continued)

c) Stock options

On January 8, 2020, the Company granted 10,400,000 stock options to a number of officers, directors and consultants under the Company's stock option plan. The options have an exercise price of $0.065 per share. Each option is exercisable for five years from the date of grant to purchase one common share. The options vest over 24 months, with 25% of the options vesting in every six months. The fair value of the stock options was determined to be $414,431 using the Black-Scholes option pricing model with the following assumptions: 5 years expected life; share price at the grant date of $0.07; 100% volatility; risk free interest rate of 1.62%; and a dividend yield of 0%.

On August 29, 2019, the Company’s shareholder ratified in its annual general meeting its stock option plan. The aggregate number of common shares that may be subject to issuance under the stock option plan (together with any other securitybased compensation arrangements of the Company in effect from time to time) may not exceed ten per cent (10%) of the Company’s outstanding common shares from time to time. The exercise price of any option granted under the stock option plan cannot be less than the weighted average price of the common shares on the principal stock exchange on which the common shares trade for the five days on which common shares were traded immediately preceding the date of grant. Stock options are exercisable for a period of time determined by the plan administrator not exceeding ten years from the date the option is granted.

On March 1, 2019 the Company granted 1,200,000 stock options exercisable at a price of $0.065 per share for a period of five years. The stock options vest 25% immediately, 25% after six months, 25% after twelve months and 25% after eighteen months. The fair value of the stock options was determined to be $50,609 using the Black-Scholes option pricing model with the following assumptions: 5 years expected life; share price at the grant date of $0.06; 93% volatility; risk free interest rate of 1.79%; and a dividend yield of 0%.

On June 1, 2018, the Company granted 1,500,000 incentive stock options to directors, officers and consultants of the Company. The stock options have an exercise price of $0.17 per share and are exercisable for a period of five years from the date of grant. The stock options vest 25% immediately, 25% after six months, 25% after twelve months and 25% after eighteen months. The fair value of the stock options of $200,787 was determined using the Black-Scholes option pricing model with the following assumptions: 5 years expected life; share price at the grant date of $0.175; 103% volatility; risk free interest rate of 2%; and a dividend yield of 0%.

On March 21, 2018, the Company granted 1,125,000 incentive stock options to directors, officers and consultants of the Company. The stock options have an exercise price of $0.20 per share and are exercisable for a period of five years from the date of grant. The stock options vest 25% immediately, 25% after six months, 25% after twelve months and 25% after eighteen months. The fair value of the stock options of $167,969 was determined using the BlackScholes option pricing model with the following assumptions: 5 years expected life; share price at the grant date of $0.195; 104% volatility; risk free interest rate of 2%; and a dividend yield of 0%.

Expected volatility was estimated based on similar-sized entities in the industry.

During the three and nine months ended September 30, 2020, the company recorded $57,670 and $309,567, respectively (three and nine months ended September 30, 2019 - ($13,997) and $94,781, respectively) in share-based expense related to the stock options.

  • 18 -

ABRAPLATA RESOURCE CORP.

Notes to Condensed Interim Consolidated Financial Statements Three and nine months ended September 30, 2020 and 2019 (Expressed in Canadian Dollars) (Unaudited)

11. Share capital (continued)

c) Stock options (continued)

The movement in the Company’s share options for the periods ended September 30, 2020 and 2019 are as follows:

Number of stock Weighted average
options outstanding exerciseprice
Balance, December 31, 2018 5,175,000 $ 0.35
Granted 1,200,000 0.065
Balance,September 30,2019 6,375,000 $ 0.29
Balance, December 31, 2019 13,229,375 $ 0.19
Expired (2,538,750) 0.23
Granted 10,400,000 0.07
Exercised (2,340,000) 0.13
Balance,September 30,2020 18,750,625 $ 0.09

Stock options outstanding as at September 30, 2020:

Remaining
Options Exercise contractual Options
Expiry date outstanding price($) life(years) exercisable
December 19, 2020 200,625 0.14 0.22 200,625
December 19, 2020 187,500 0.16 0.22 187,500
June 7, 2022 200,000 0.63 1.68 200,000
November 22, 2022 850,000 0.25 2.15 850,000
March 21, 2023 500,000 0.20 2.47 500,000
June 1, 2023 800,000 0.17 2.67 800,000
April 26, 2023 4,810,625 0.14 2.57 2,706,250
March 1, 2024 700,000 0.07 3.42 525,000
June 24, 2024 601,875 0.14 3.73 200,625
January8,2025 9,900,000 0.07 4.28 2,175,000
18,750,625 0.11 3.41 8,345,000
  • 19 -

ABRAPLATA RESOURCE CORP.

Notes to Condensed Interim Consolidated Financial Statements Three and nine months ended September 30, 2020 and 2019 (Expressed in Canadian Dollars) (Unaudited)

11. Share capital (continued)

d) Warrants

Warrant transactions are summarized as follows:

Number of Weighted average Weighted average
warrants exerciseprice($)
Balance, December 31, 2018 14,250,682 $ 0.30
Issued 15,000,000 0.10
Balance,September 30,2019 29,250,682 $ 0.20
Balance, December 31, 2019 114,003,407 $ 0.21
Issued 107,544,228 0.24
Exercised (12,754,865) 0.20
Expired (13,758,634) 0.29
Balance,June 30,2020 195,034,136 $ 0.22

Warrants outstanding as at September 30, 2020:

Remaining
Warrants Exercise contractual
Expiry date outstanding price($) life(years)
May 4, 2021 3,124,711 0.30 0.59
July 13, 2021 495,062 0.30 0.83
October 31, 2021 22,483,333 0.10 1.08
July 9, 2022 43,478,261 0.17 1.77
July 9, 2022 2,086,800 0.15 1.77
September 1, 2022 33,333,333 0.40 1.92
September 1, 2022 3,645,834 0.27 1.92
April 26, 2023 49,289,303 0.27 2.57
May 14, 2023 24,297,500 0.15 2.62
April 8, 2024 8,684,000 0.10 3.52
April 18,2024 4,116,000 0.10 3.55
195,034,137 0.22 2.12

On May 14, 2020 in connection with the private placement (note 11(b)) the Company issued 25,000,000 warrants exercisable at $0.15 for a period of three years.

On July 9, 2020 in connection with the private placement (note 11(b)) the Company issued 43,478,261 warrants exercisable at $0.17 for a period of two years.

On July 9, 2020 in connection with the private placement (note 11(b)) the Company issued 2,086,800 broker warrants exercisable at $0.15 for a period of two years.

On September 1, 2020 in connection with the private placement (note 11(b)) the Company issued 33,333,333 broker warrants exercisable at $0.40 for a period of two years.

On September 1, 2020 in connection with the private placement (note 11(b)) the Company issued 3,645,834 broker warrants exercisable at $0.27 for a period of two years.

  • 20 -

Notes to Condensed Interim Consolidated Financial Statements Three and nine months ended September 30, 2020 and 2019 (Expressed in Canadian Dollars) (Unaudited)

ABRAPLATA RESOURCE CORP.

11. Share capital (continued)

d) Warrants (continued)

On April 18, 2019 in connection with the private placement (note 11(b)) the Company issued 15,000,000 warrants exercisable at $0.10 for a period of five years.

On October 31, 2019, in connection with the private placement (note 11(b)) the Company issued 25,000,000 warrants. Each warrant entitles the holder to acquire one additional common share at a price of $0.10 for a period of twenty-four months.

12. Related party transactions

Key management personnel include the members of the Board of Directors and officers of the Company, who have the authority and responsibility for planning, directing and controlling the activities of the Company. Amounts paid and accrued to directors, former director, officers and companies in which directors and officers are shareholders or partners are as follows:

Three months Three months ended Nine months ended Nine months ended Nine months ended
September 30, September 30,
2020 2019 2020 2019
Salaries and benefits $ 185,000 $ - $ 277,500 $ -
Administration - 15,000 25,000 45,000
Consulting fees 7,500 22,500 32,500 67,500
Professional fee 36,763 22,688 90,115 44,066
Share-basedpayments 42,163 8,749 199,114 47,902
$ 166,791 $ 68,937 $ 624,229 $ 204,468

As at September 30, 2020, $12,572 (December 31, 2019 – $50,422) was payable to directors, officers and companies in which directors and officers are shareholders or partners of the Company. These amounts are unsecured, noninterest bearing and have no specific terms of repayment.

  • 21 -

Notes to Condensed Interim Consolidated Financial Statements Three and nine months ended September 30, 2020 and 2019 (Expressed in Canadian Dollars) (Unaudited)

ABRAPLATA RESOURCE CORP.

13. Segmented information

Operating segments are reported in a manner consistent with internal reporting provided to the chief operating decisionmaker. The chief operating decisionmaker is responsible for allocating resources and assessing performance of the operating segments and has been identified as the Company's CEO. During the three and nine months ended September 30, 2020, the Company has two (three and nine months ended September 30, 2019 – one) operating segments.

The Company's reportable segments are based on the geographic region for the Company's operations and include Argentina and Chile.

The segmental report is as follows:

As at September 30,2020 Argentina Argentina Chile Canada Total
Current assets $ 23,164,662 $ 167,358 $ 1,483,754 $ 24,815,774
Equipment - 421 - 421
Right-of-use asset 4,676 - 4,332 9,008
Mineralpropertyinterest 5,179,939 4,339,583 - 9,519,522
Total assets $ 28,349,277 $ 4,507,362 $ 1,488,086 $ 34,344,725
Total liabilities $ 347,609 $ 138,971 $ 6,931,778 $ 7,418,358
Net loss for the three months ended
September 30, 2020 $ (1,366,176) $ (45,520) $ (656,688) $ (2,068,384)
Net loss for the nine months ended
September 30,2020 $ (2,470,497) $ (79,230) $(1,694,822) $ (4,244,549)

14. Commitments

Effective June 1, 2017, the Company has agreed to pay a monthly fee of $10,000 for provision of management and administrative services. The agreement was amended starting from September 1, 2018 the monthly fee was reduced to $5,000. The agreement may be terminated by the Company with 60-days written notice, which was provided to be effective May 31, 2020.

As at September 30, 2020, the Company has mineral interest commitments at its Diablillos, Cerro Amarillo and La Coipita projects in the form of option payments, although as at the current date the Company had the commitments shown in the table below, some of these commitments could be reduced, deferred or eliminated pending the outcome of the strategic review. The Company also has operating expenses in Buenos Aires, Chile, Vancouver and Toronto.

The Company has the following commitments:

Years ended December ended December ended December 31,
2020 2021 2022 2023 After 2024
Diabilillos $ 86,704 $ 173,407 $ 173,407 $ 1,333,900 $ 10,897,963
La Coipita - 133,390 266,780 533,560 4,668,650
Santo Domingo Mayares 13,339 53,356 66,695 133,390 3,067,970
Total mineral interest commitments 100,043 360,153 506,882 2,000,850 18,634,583
Minimum office rental payments in Argentina 3,401 - - - -
Minimum office rentalpayments in Canada 3,043 - - - -
Total commitments $ 106,487 $ 360,153 $ 506,882 $ 2,000,850 $18,634,583
  • 22 -

Notes to Condensed Interim Consolidated Financial Statements Three and nine months ended September 30, 2020 and 2019 (Expressed in Canadian Dollars) (Unaudited)

ABRAPLATA RESOURCE CORP.

15. Subsequent events

(i) On October 21, 2020, the Company formalized a letter agreement, through its wholly owned subsidiary, AbraPlata Argentina SA, to acquire a 100% interest in the Santo Domingo - Marayes project located in San Juan province, Argentina by paying a total of US$2,500,000 in staged payments over 96 months (US$10,000 paid) to the optionors.

(ii) On October 10, 2020, the Company paid US$65,000 and issued 200,000 shares in connection with the Cerro Bayo acquisition

(iii) On November 19, 2020, the Company completed a payment of US$5,000,000 to SSRM in connection with the acquisition of the Diabillos project.

(iv) Subsequent to September 30, 2020 the Company issued 4,191,305 shares after 4,191,305 warrants were exercised at a weighted average price of $ 0.13, for net proceed of $548,261.28.

  • 23 -