AI assistant
Augustine Ventures Inc. — Interim / Quarterly Report 2015
Oct 29, 2015
42485_rns_2015-10-29_8aab997d-d875-4624-a106-a70219ee02f0.pdf
Interim / Quarterly Report
Open in viewerOpens in your device viewer
Augustine Ventures Inc.
Condensed Interim Financial Statements For the Three and Nine Month Periods Ended August 31, 2015 (Unaudited and Expressed in Canadian dollars)
Augustine Ventures Inc.
Condensed Interim Financial Statements For the Three and Nine Month Periods Ended August 31, 2015 (Unaudited and Expressed in Canadian dollars)
Contents
Page Notice to Readers .............................................................................................................................1 Condensed Interim Statements of Financial Position ......................................................................2 Condensed Interim Statements of Comprehensive Loss .................................................................3 Condensed Interim Statements of Changes in Shareholders’ Equity ..............................................4 Condensed Interim Statements of Cash Flows ................................................................................5 Notes to the Condensed Interim Financial Statements .............................................................. 6-20
NOTICE TO READERS
Under National Instrument 51-102, Part 4, subsection 4.3(3) (a), if an auditor has not performed a review of the interim financial statements, the interim financial statements must be accompanied by a notice indicating that the interim financial statements have not been reviewed by an auditor.
The accompanying unaudited condensed interim financial statements of the Corporation have been prepared by and are the responsibility of the Company’s management.
The Company’s independent auditor has not performed a review of these unaudited condensed interim financial statements in accordance with standards established by the Canadian Institute of Chartered Accountants for a review of condensed interim financial statements by an entity’s auditor.
1
Augustine Ventures Inc.
Condensed Interim Statements of Financial Position As At August 31, 2015 and November 30, 2014
(Unaudited and Expressed in Canadian Dollars)
| Note ASSETS Current assets Cash and cash equivalents Sundry receivables 4 Prepaid expenses Total current assets Non-current assets Restricted cash 5 Property and equipment 6 Exploration and evaluation assets 7 Total non-current assets Total assets LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities Trade and other payables Due to related parties 8 Total liabilities Shareholders’ equity Share capital 9 Reserves for warrants 10 Reserves for share based payments 10 Deficit Total shareholders' equity Total liabilities and shareholders' equity Going concern (Note 1) Commitments (Note 15) Related party transactions (Note 8) Subsequent events(Note 16) |
As at |
|---|---|
| August 31, 2015 November 30, 2014 $ 4,491 $ 2,375 16,883 28,571 12,276 10,935 |
|
| 33,650 41,881 10,000 10,000 8,739 64,795 3,211,505 3,114,326 |
|
| 3,230,244 3,189,121 |
|
| $3,263,894 $3,231,002 |
|
| $ 669,952 $ 703,525 340,202 852,131 |
|
| 1,010,154 1,555,656 4,028,375 3,536,940 769,362 375,018 3,579,106 3,144,335 (6,123,103) (5,380,947) |
|
| 2,253,740 1,675,346 |
|
| $3,263,894 $3,231,002 |
|
Approved on October 27, 2015 by the Board of Directors for issuance.
| “Robert Dodds” Director |
“John Sadowski” |
|---|---|
| Director |
.
The accompanying notes are an integral part of these condensed interim financial statements.
2
Augustine Ventures Inc. Condensed Interim Statements of Comprehensive Loss For the three and nine month periods ended August 31, 2015 and 2014 (Unaudited and Expressed in Canadian Dollars)
| Note Expenses Depreciation 6 Directors fees 8 General and administrative Interest expense 8 Management fees 8 Professional fees Rent and occupancy costs Salaries and benefits Shareholder services and public company costs Share based payments Loss before under noted items Loss on disposal of property and equipment 6 Foreign exchange losses/(gains) Total comprehensive loss for the period Weighted average number of common shares outstanding: Basic and diluted 11 Loss per common share Basic and diluted 11 |
For the three months ended August31, 2015 2014 $ 768 $ 4,978 23,000 16,500 24,774 12,156 335 5,492 12,000 30,000 75,836 7,900 1,594 22,363 - 388 18,471 14,027 327,163 - (483,941) (113,804) - - (16) - $ (483,925) $ (113,804) 66,929,856 47,276,790 $ (0.0072) $ (0.0024) |
For the nine months ended August31, |
|---|---|---|
| 2015 2014 $ 3,207 $ 14,935 51,250 44,500 86,136 29,318 5,010 16,357 36,000 90,000 98,781 25,150 22,819 66,518 - 12,484 53,409 45,564 327,163 - |
||
| (683,775) (344,826) 52,449 - 5,932 - |
||
| $ (742,156) $ (344,826) | ||
| 61,540,969 45,437,375 |
||
| $ (0.0121) $ (0.0076) |
The accompanying notes are an integral part of these condensed interim financial statements 3
Augustine Ventures Inc.
Condensed Interim Statements of Changes in Shareholders’ Equity For the nine month periods ended August 31, 2015 (Unaudited and Expressed in Canadian Dollars)
| Note Balances, December 1, 2013 Private placements 9 Warrant valuation 10 Costs of issue - cash 9 Costs of issue - compensation warrants 9 Share based payments 10 Expiry of warrants 10 Net loss for the year Balances, November 30, 2014 Private placements 9 Warrant valuation 10 Costs of issue - cash 9 Costs of issue - compensation warrants 9 Share based payments 10 Expiry of warrants 10 Net loss for the period Balances, August 31, 2015 |
ShareCapital Shares Amount 42,026,790 $ 3,425,106 5,250,000 262,500 (111,619) (21,000) (18,047) 47,276,790 3,536,940 19,653,066 1,014,171 (492,744) (20,784) (9,208) 66,929,856 $4,028,375 |
Reserves Total Share based payments Warrants Deficit Shareholders’ equity |
|
|---|---|---|---|
| $ 1,097,538 $ 1,950,114 $ (4,527,574) $ 1,945,184 262,500 111,619 - (21,000) 18,047 - 342,035 342,035 1,686,715 (1,686,715) - (853,373) (853,373) |
|||
| 3,144,335 375,018 (5,380,947) 1,675,346 1,014,171 492,744 - (20,784) 9,208 - 327,163 327,163 98,400 (98,400) - (742,156) (742,156) |
|||
| $3,579,106 $769,362$ (6,123,103) $2,253,740 |
The accompanying notes are an integral part of these condensed interim financial statements.
4
Augustine Ventures Inc. Condensed Interim Statements of Cash Flows For the nine month periods ended August 31, 2015 and 2014 (Unaudited and Expressed in Canadian Dollars)
| Cash provided by (used in) operating activities Net loss for the period Share based payments Depreciation Loss on disposal of assets Debts settled through issuance of common shares Changes in non-cash working capital items Sundry receivables Prepaid expenses Trade and other payables Due to related parties Cash provided by (used in) investing activities Proceeds on disposal of assets Exploration and evaluation assets Cash provided by (used in) financing activities Issuance of share capital Share issue costs Increase (decrease) in cash and cash equivalents Cash and cash equivalents, beginning of the period Cash and cash equivalents, end of the period |
For the nine months ended August31, |
|---|---|
| 2015 2014 $ (742,156) $ (344,826) 327,163 - 3,207 14,935 52,449 - 615,598 - 11,688 (3,097) (1,341) 3,932 (48,652) 111,719 (496,851) 107,356 |
|
| (278,895) (109,981) 400 - (97,179) (234,627) |
|
| (96,779) (234,627) 398,574 241,500 (20,784) - |
|
| 377,790 241,500 |
|
| 2,116 (103,108) 2,375 153,189 |
|
| $4,491 $50,081 |
5
The accompanying notes are an integral part of these condensed interim financial statements.
Augustine Ventures Inc. Notes to the Condensed Interim Financial Statements For the three and nine month periods ended August 31, 2015 and 2014 (Unaudited and Expressed in Canadian Dollars)
1. Nature of operations and going concern
Augustine Ventures Inc. (“Augustine” or the “Company”) was established on May 7, 1997 as Black Mountain Minerals Inc. by statutory amalgamation of Triangle Capital Energy Corp. and Per-X Minerals Inc. pursuant to the provisions of the Business Corporations Act (Ontario). The Company engages in the exploration and evaluation of mining properties in Canada. To date, the Company has not earned any revenues from its mining properties and is considered to be in the exploration and evaluation stage. The Company is listed on the Canadian Securities Exchange (“CSE”) under the symbol WAW. The primary office of the Company was located at 130 King Street West, Suite 720, Toronto, Ontario, Canada, M5X 1A6 as at November 30, 2014 and moved to 141 Adelaide Street West, Suite 520, Toronto, Ontario, Canada, M5H 3L5 on February 1, 2015.
The Company is in the exploration stage and has not yet determined whether its mineral properties contain reserves that are economically recoverable. The continued operations of the Company and the recoverability of amounts shown for exploration and evaluation assets is dependent upon the ability of the Company to obtain financing to complete the exploration and development of its mineral properties, and if they are proven successful, the existence of economically recoverable reserves and future profitable production, or alternatively, upon the Company’s ability to dispose of its interest on an advantageous basis; all of which are uncertain.
The amount shown for exploration and evaluation assets does not necessarily represent its present or future value. Changes in future conditions could require a material change in the amount recorded for exploration and evaluation assets. These financial statements have been prepared on a going concern basis, which assumes that the Company will be able to continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. The Company has a working capital deficiency as at August 31, 2015 of $976,504 (November 30, 2014 - $1,513,775) and will need to raise additional capital in the near term to fund its ongoing operations and exploration activities. As a result of these circumstances, there are material uncertainties which cast significant doubts as to the appropriateness of the going concern presumption. These financial statements do not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses and classifications in the statement of financial position that may be necessary were the Company unable to continue as a going concern and these adjustments could be material.
2. Basis of preparation and summary of significant accounting policies
Statement of compliance and basis of preparation
These condensed interim financial statements for the three and nine months period ended August 31, 2015 have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting as issued by the International Accounting Standards Board (“IASB”) under International Financial Reporting Standards (“IFRS”) and using the accounting policies the Company disclosed in its financial statements for the year ended November 30, 2014. These condensed interim financial statements do not include all information and disclosures required for annual financial statements, and should be read in conjunction with the Company’s annual financial statements as of November 30, 2014.
These condensed interim financial statements are unaudited. Financial information in this report reflects any adjustments (consisting of normal recurring adjustments) that are, in the opinion of management, necessary to a fair statement of results for the interim periods in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).
Basis of measurement
These condensed interim financial statements have been prepared on a historical cost basis, with the exception of cash and cash equivalents which are measured at fair value. In addition, these condensed interim financial statements have been prepared using the accrual basis of accounting except for cash flow information.
6
Augustine Ventures Inc. Notes to the Condensed Interim Financial Statements For the three and nine month periods ended August 31, 2015 and 2014 (Unaudited and Expressed in Canadian Dollars)
2. Basis of preparation and summary of significant accounting policies - continued
Functional currency
These condensed interim financial statements have been prepared in Canadian dollars, which is the Company’s functional and presentation currency.
3. Critical accounting estimates and judgments
The preparation of these condensed interim financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revision to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of revision and future periods if the revision affects both the current and future periods.
The areas where the estimates and judgments applied by management most significantly affect the Company’s condensed interim financial statements are impairment of assets, share-based payments and warrants valuation, provision for decommissioning liabilities, useful life of assets subject to depreciation, deferred income taxes and valuation allowances and assessment of the Company’s going concern status.
Change in accounting policies
Certain pronouncements were issued by the IASB or the IFRIC that are mandatory for accounting periods on or after January 1, 2014. Many are not applicable or do not have a significant impact on the Company and have been excluded from the statements below.
IAS 32 ‘Financial instruments, Presentation’ – In December 2011, effective for annual periods beginning on or after January 1, 2014, IAS 32 was amended to clarify the requirements for offsetting financial assets and liabilities. The amendments clarify that the right of offset must be available on the current date and cannot be contingent on a future date.
Management has adopted the above standards in the Company’s financial statements for the period beginning December 1, 2013, and has determined that there is no impact of the adoption of these standards or amendments on the financial statements of the Company.
Future accounting changes
At the date of authorization of these Financial Statements, the IASB and IFRIC has issued the following new and revised Standards and Interpretations which are not yet effective for the relevant reporting periods and which the Company has not early adopted these standards, amendments and interpretations. However the Company is currently assessing what impact the application of these standards or amendments will have on the consolidated financial statements of the Company.
IFRS 9 ‘Financial Instruments: Classification and Measurement’ – effective for annual periods beginning on or after January 1, 2018, with early adoption permitted, introduces new requirements for the classification and measurement of financial instruments.
7
Augustine Ventures Inc.
Notes to the Condensed Interim Financial Statements For the three and nine month periods ended August 31, 2015 and 2014 (Unaudited and Expressed in Canadian Dollars)
4. Sundry receivables
| Harmonized sales tax recoverable Sundry receivables |
As at |
|---|---|
| August 31, 2015 November 30, 2014 $ 11,506 $ 17,944 5,377 10,627 |
|
| $ 16,883 $ 28,571 |
Both harmonized sales tax recoverable and sundry receivables are not past due.
5. Restricted cash
The Company has one credit card with a major financial institution with an aggregate credit limit of $10,000. The financial institution holds $10,000 in a Guaranteed Investment Certificate as collateral on the credit amount as long as the credit card is active. The restricted cash amount would change if there were any change in the credit limit on the card.
6. Property and equipment
| Cost Balance, December 1, 2013 Additions Balance, November 30, 2014 Additions Disposals1) Balance, August 31, 2015 Accumulated depreciation Balance, December 1, 2013 Depreciation for the year Balance, November 30, 2014 Depreciation for the period Disposals1) Balance, August 31, 2015 Net book value, November 30, 2014 Net book value, August 31, 2015 |
Furniture and equipment Mining equipment Computer equipment Vehicles Total |
|---|---|
| $ 65,500 $ 5,000 $ 33,358 $ 25,545 $ 129,403 - - - - - |
|
| 65,500 5,000 33,358 25,545 129,403 - - - - - (65,500) (33,358) (98,858) |
|
| $- $5,000 $- $25,545 $30,545 |
|
| $ (14,410) $ (1,100) $ (14,811) $ (14,374) $ (44,695) (10,218) (780) (5,564) (3,351) (19,913) |
|
| (24,628) (1,880) (20,375) (17,725) (64,608) (681) (463) (325) (1,738) (3,207) 25,309 - 20,700 - 46,009 |
|
| $- $ (2,343) $- $ (19,463) $ (21,806) |
|
| $40,872 $3,120 $12,983 $7,820 $64,795 |
|
| $- $2,657 $- $6,082 $8,739 |
- 1) In accordance with the lease agreement, the landlord can give 90 day notice in the event that another longer term tenant desired the space. On September 29, 2014 the Company received a notice of lease termination from its prior landlord with termination effective date of January 28, 2014. The Company entered into a new lease agreement for a new office with much smaller space and had to leave the old office completely free of all furniture and ancillary equipment for which no buyers could be found other than $400 proceeds received for small items. The Company donated redundant assets and recorded net disposal loss of $52,449.
8
Augustine Ventures Inc.
Notes to the Condensed Interim Financial Statements For the three and nine month periods ended August 31, 2015 and 2014 (Unaudited and Expressed in Canadian Dollars)
7. Exploration and evaluation assets
| Balance, December 1, 2013 Exploration costs Balance, November 30, 2014 Acquisition costs Exploration costs Balance, August 31, 2015 |
Surluga Oakley Brackin Total |
|---|---|
| $ 2,394,466 $ 478,150 $ - $ 2,872,616 241,710 - - 241,710 |
|
| 2,636,176 478,150 - 3,114,326 21,706 - - 21,706 75,473 - - 75,473 |
|
| $2,733,355 $478,150 $- $3,211,505 |
Wawa properties
Surluga
Pursuant to the terms of an option agreement dated September 22, 2010 (the “Option Agreement”), as amended by an amending agreement dated November 25, 2010, entered into between the Company, Delta Uranium Inc. (“Delta”) and Delta Precious Metals (Ontario) Inc. (“DPMI”) and also pursuant to the terms of an assignment agreement dated September 15, 2010 (the “Assignment Agreement”) entered into between the Company, Delta, DPMI, Citadel Gold Mines Inc. (“Citadel”) and Citabar Limited Partnership (“Citabar”), the Company acquired an option to earn a 60% interest in the Surluga Property, which encompasses 172 mineral claims in McMurray Township, southeast of the town of Wawa, Ontario.
Pursuant to the terms of the Assignment Agreement, Citabar and Citadel consented to Delta and DPMI assigning their rights under an option agreement dated April 16, 2009, as amended, (the “Delta Option Agreement”) whereby Delta and DPMI granted DPMI the exclusive right to earn an undivided 60% interest in the Surluga Property. In consideration for Citabar’s consent for the assignment, the Company agreed to issue an aggregate of 1,000,000 common shares to Citabar as follows:
-
(1) 250,000 common shares on November 10, 2010, being the date that the Ontario Ministry of Northern Development, Mines and Forestry consented to the transfer of the Surluga Property from Citadel to Citabar (the “Consent Date”), of which the said 250,000 common shares have been issued on December 22, 2010; and
-
(2) An additional 250,000 common shares on each of the first, second and third year anniversaries of the Consent Date. The 250,000 common shares pertaining to each of the first, second and third anniversaries were issued.
Pursuant to the Option Agreement, the company has agreed to pay Delta an aggregate of $100,000 and issue an aggregate of 3,810,000 common shares of which the $100,000 has been paid during the fiscal year ended November 30, 2010 and the 3,810,000 common shares later issued on December 22, 2010. This transaction was completed at arm’s length value. However the transaction is considered a related party transaction because Delta and the Company had common officers, a director and that Delta was a significant shareholder of the Company (at the time of the transaction) after they received shares from the option agreement.
Due to the provisions of the above noted agreements and pursuant to the original agreements between the original property owner and Citadel, the Company was also committed to make an additional cash payment to the original property vendor in the amount of US$35,000 on or before February 1, 2013, which payment was made in 2013.
Pursuant to an Amending Agreement dated October 12, 2012 with Citabar and Delta, certain terms regarding the earning of the 60% interest in the Surluga have been amended to provide that the date to have spent an additional $1,500,000 in eligible property expenditures by November 30, 2012 (for an aggregate of $2,000,000 in expenditures) had been extended to June 30, 2015. For consideration of Citabar entering into the Amending Agreement, the Company issued an additional 500,000 common shares in the capital of the Company of Citabar.
On March 18, 2013, the Company reached a further amending agreement (“Second Amending Agreement”) with Citabar to amend the Option Agreement. Under the Second Amending Agreement, the Company has an option to earn an undivided 60% interest in the Surluga Property from Citabar by expending an aggregate of $4.0 million in eligible
9
Augustine Ventures Inc. Notes to the Condensed Interim Financial Statements For the three and nine month periods ended August 31, 2015 and 2014 (Unaudited and Expressed in Canadian Dollars)
7. Exploration and evaluation assets - continued
expenditures on or before November 30, 2013. Under the Second Amending Agreement, the Company also shall have the right to acquire an additional undivided 15% ownership interest on the Wawa Gold Project by expending an additional $4.0 million in eligible expenditures (for an aggregate total of $8.0 million in eligible expenditures) on or before June 30, 2015.
In consideration of amending the Option Agreement, the Company shall, upon the closing of a $3.5 million private placement, announced on April 2, 2013, if successful, issue to Citabar such number of common shares of the Company that would result in Citabar owning, in the aggregate, 30% of the issued and outstanding common shares of the Company, excluding shares that Citabar or its affiliates own prior to the $3.5 million private placement. The private placement was not successful.
Effective on October 21, 2013, the Company reached a Third Amending Agreement with Citabar to further amend the Option Agreement and the Second Amending agreement. Under the Third Amending Agreement, Citabar agreed to extend the date for the Company to earn the undivided 60% interest in the Wawa Gold Project from Citabar, as a result of spending an aggregate of $4.0 million in eligible expenditures, from November 30, 2013 to June 30, 2014, subject to the Company demonstrating to the satisfaction of Citabar, in Citabar’s sole discretion, that the Company have firm commitments of sufficient financing by December 15, 2013 and having received the proceeds of such funding by January 15, 2014. Subsequent to January 15, 2014, Citabar waived the requirement for the Company on “having sufficient financing by December 15, 2013 and having received the proceeds of such funding by January 15, 2014”. In consideration for amending the Option Agreement, the Company shall, upon having spent sufficient funds so as to earn the 60% interest in the Wawa Gold Project, issue to Citabar such number of the Company’s common shares that will represent 30% of the issued and outstanding common shares of the Company, independent of the shares already owned by Citabar and any of its wholly owned subsidiaries and affiliates.
On July 14, 2014, the Company reached a Fourth Amending Agreement with Citabar to further amend the Option Agreements by Citabar and extended the date for the Company to earn the undivided 60% interest in the Wawa Gold Project from Citabar through expending by aggregation $4.0 million in eligible expenditures from June 30, 2014 to March 31, 2015. The extension to said date is subject to the Company demonstrating to the satisfaction of Citabar, in Citabar’s sole discretion, that the Company has received the cash proceeds of a private placement financing at least $2.6 million on or before November 30, 2014. The private placement was not completed.
The following table summarizes the Company’s obligations upon signing of the Third and Fourth Amending Agreement to earn its 75% interest in the Surluga property:
| Cash payment on signing Consent date (issued December 22, 2010) November 10, 2011 (completed) February 1, 2012 ($35,000 US - paid) November 10, 2012 (issued) February 1, 2013 ($35,000 US - paid) November 10, 2013 (issued) March 31, 2015 June 30, 2015 Total required |
Cash payments Issuance of common shares Exploration expenditures |
|---|---|
| $ 100,000 $ - $ - - 250,000 - - 250,000 500,000 35,534 - - - 250,000 - 36,413 - - - 250,000 - - - 3,500,000 - - 4,000,000 |
|
| $171,947 $1,000,000 $8,000,000 |
10
Augustine Ventures Inc.
Notes to the Condensed Interim Financial Statements For the three and nine month periods ended August 31, 2015 and 2014 (Unaudited and Expressed in Canadian Dollars)
7. Exploration and evaluation assets - continued
On December 10, 2014 the Company entered into an Assumption Assignment and a restated Joint Venture Agreement with Red Pine Exploration (RPX on the TSX-V) or “Red Pine” and Citabar with the following terms and conditions:
-
1) Red Pine is required to incur $2.1 million in eligible exploration expenditures on Surluga property by June 30, 2015 in order to earn in a 30% interest in the Wawa Gold Project (collectively the Surluga and Oak Lake Properties), upon which Augustine and Citabar would hold 30% and 40%, respectively;
-
2) Red Pine has the right to earn one-half of an additional 15% interest ( or 7.5%) in the Wawa Gold Project by incurring a further $2.0 million in eligible exploration expenditures on Surluga property by June 30, 2016, so long as a total of $4.0 million is spent in the aggregate by Red Pine and Augustine, which could be increased up to the entire 15% interest if all of such additional $4.0 million is incurred by Red Pine;
-
3) Red Pine also has the right to earn a pro rata interest in Augustine’s existing interests in all mineral properties acquired by Augustine, including any future acquisitions, within an area of influence defined as a 5 kilometer radius from the perimeter of the Wawa Gold Project by satisfying certain criteria;
-
4) Upon earning in 30% interest, Red Pine will be the Manager under the terms of the JVA, which constitutes part of the Option Agreement, as amended by the Assumption Agreement;
This Assumption Assignment replaces the Fourth Amending Agreement.
On August 7, 2015, the Company entered into an earn in agreement with Red Pine Exploration Inc. (RPX on the TSX-V, or “Red Pine”), and Citabar, pursuant to which it is acknowledged and agreed that the Company and Red Pine have each earned in a 30% interest in the Mineral Claims agreed by all parties and attached as the schedules to the agreement and Citabar has earned in a 40% interest in the claims owned by the Company and a 40% interest in the claims owned by Red Pine as described the agreement; Red Pine has earned in 30% interest in the claims owned by the Company as described in the agreement; and the Company earned in 30% interest in the claims owned by Red Pine as described in the agreement. The ownership of the claims as described in the agreement will be registered on titles to the claims, such registrations to be carried out by Manager of the JVA. The date of the agreement becomes the “Effective Date” of the executed JVA.
As at August 31, 2015, the Company had expended a total of $2,002,865 (November 30, 2014: $1,927,392) in eligible exploration expenditures.
In March 2011 and April 2012 the Company staked an additional 10 mining claims.
Oakley Lake
On September 27, 2011, the Company purchased 22 mining claims comprising 161 claim units located in McMurray and Naveau Townships southeast of Wawa, Ontario, (the “Oakley Lake Property”).
Under the terms of the agreement, the Company acquired a 100% undivided interest in and to the Oakley Lake Property subject to a royalty of 2% of Net Smelter Returns (“Net Smelter Royalty”) for and in consideration for $30,000 cash (paid during fiscal 2011) and the issuance of 2,000,000 shares in the capital stock of the Company, which shares were issued at a value of $0.22 per common share (being $440,000 in the aggregate), based on the average closing price of the Company’s common shares as traded on the Canadian National Stock Exchange at that time. The Company also has the option to purchase one-half of the Net Smelter Royalty (i.e. 1% of Net Smelter Returns) at any time up to the commencement of commercial production from the Oakley Lake Property for the price of $1,000,000. This transaction was at arm’s length to the Company.
In 2011 the Company staked an additional 3 mining claims comprising 21 claims units located in the McMurray Township.
Brackin Township
The Company holds a 100% interest in 4 patented mining claims located in Brackin Township, Ontario. The carrying value of $1 was impaired and the property has been written off during 2013.
11
Augustine Ventures Inc. Notes to the Condensed Interim Financial Statements For the three and nine month periods ended August 31, 2015 and 2014 (Unaudited and Expressed in Canadian Dollars)
8. Related party transactions
The Company’s key management includes CEO, CFO and Directors of the Board. For disclosure purpose, Citabar and its key management are considered as the Company’s related parties as well due to their significant shareholdings and/or abilities to contribute to the Company’s decision making process. Transactions with related parties include:
-
1) Management fees to CEO and CFO;
-
2) Director fees to the directors of the Company;
-
3) Promissory notes with interest rate of 8% - 9% per annum issued to CEO, Citabar and key management of Citabar for the purpose of maintenance of the Company’s operating fund
The amounts due to related parties are recorded at the exchange amounts as agreed upon by the related parties under contracts signed with them, non-interest bearing (except promissory notes), unsecured and with no fixed repayment terms. The balances outstanding are as follows:
| Management fees due to officers Directors fees due to directors2) Promissory notes1) |
As at |
|---|---|
| August 31, 2015 November 30, 2014 $ 267,750 $ 386,000 49,932 122,941 22,520 343,190 |
|
| $340,202 $852,131 |
-
1) In the nine months period ended August 31, 2015, $5,010 interest incurred on promissory notes, (nine months period ended August 31, 2014 – $16,357).
-
2) In the nine months period ended August 31, 2015, $122,629 of director fees and $161,250 of management fees were settled through issuance of the Company’s common shares. (see note 9).
For the three and nine months periods ended August 31, 2015 and 2014, total remuneration paid to key management personnel is as follows:
| Management fee1) Directors fee Share based payments Total |
For the three months ended August 31, 2015 2014 $ 19,500 $ 30,000 23,000 16,500 290,126 - $332,626 $46,500 |
For the nine months ended August 31, |
|---|---|---|
| 2015 2014 $ 58,500 $ 90,000 51,250 44,500 290,126 - |
||
| $399,876 $134,500 |
- 1) $7,500 and $22,500 of the management fee paid to the CEO of the Company in the three and nine months period ended August 31, 2015, respectively, were related to the managing activities of the exploration and evaluation and recorded as exploration costs.
12
Augustine Ventures Inc. Notes to the Condensed Interim Financial Statements For the three and nine month periods ended August 31, 2015 and 2014 (Unaudited and Expressed in Canadian Dollars)
9. Share capital
The Company is authorized to issue an unlimited number of common shares without par value. The holders of the common shares are entitled to one vote per share at meetings of the Company. All shares are ranked equally with regards to the Company’s residual assets.
| the Company’s residual assets. | |
|---|---|
| Balance as at December 1, 2013 Private placement closed on March 6, 20141) Balance as at November 30, 2014 Private placement closed on February 9, 20152) Private placement closed on February 25, 20153) Balance as at August 31, 2015 |
Number of Common Shares Amount |
| 42,026,790 $ 3,425,106 5,250,000 111,834 |
|
| 47,276,790 3,536,940 13,350,538 336,621 6,302,528 154,814 |
|
| 66,929,856 $4,028,375 |
-
1) On March 6, 2014, the Company issued 4,305,000 flow through units and 945,000 non-flow through units at the price of $0.05 per unit for a gross proceeds of $262,500. Each flow through unit and non-flow through unit both consisted of one common share and one common share purchase warrant. Each whole warrant entitled the holder to purchase one common share of the Company at a price of $0.05 expiring on March 6, 2017. The value of the attached warrants was estimated as $111,619 with reference of Black-Scholes option pricing model (see note 10). As a result of this private placement, the Company paid cash commissions of $21,000, of which $9,706 was allocated to warrants and issued 420,000 broker warrants with an estimated value of $18,047 assigned to these broker warrants. (see note 10).
-
2) On February 9, 2015, the Company issued 1,500,000 flow through units (“FT Units”) and 930,000 non-flow through units (“NFT Units”) at the price of $0.05 per unit for a gross proceeds of $121,500. Each FT Unit and NFT Unit both consisted of one common share and one common share purchase warrant. Each whole warrant entitled the holder to purchase one common share of the Company at a price of $0.05 expiring on February 9, 2019. The value of the attached warrants was estimated as $59,106 with reference of Black-Scholes option pricing model (see note 10). In connection of this, the Company paid cash commissions of $9,720, and issued 194,400 broker warrants with an estimated value of $9,208 assigned to these broker warrants, Each broker warrant allows the holder to acquire one NFT Unit of the Company at an exercise price of $0.05 per NFT Unit at any time on or before February 9, 2019 (see note 10).
In addition, the Company issued an aggregate of 3,911,110 NFT Units (“USD Units”) at the price of US$0.045 per NFT Unit for gross proceeds of US$176,000 (equivalent of Cdn$220,394). Each USD Unit consisted of one common share and one common share purchase warrant. Each whole warrant entitled the holder to purchase one common share of the Company at a price of US$0.045 expiring on February 9, 2019. The value of the attached warrants was estimated as $107,216 with reference of Black-Scholes option pricing model (see note 10).
The Company also issued 7,009,428 units (“the Debt Units”) to certain creditors of the Company in exchange for the cancellation of an aggregate of $350,472 debt owing to the creditors. The Debt Units were issued at a deemed price of $0.05 per Debt Unit. Some of the creditors or officers and /or directors of the Company. Each Debt Unit consists of one common shares and one common share purchase warrant (the “Debt Warrant”). Each Debt Warrant allows the holder thereof to acquire one common share at an exercise price of $0.10 per common share expiring on February 9, 2019. The value of the attached warrants was estimated as $170,495 with reference of Black-Scholes option pricing model (see note 10).
On February 27, 2015, the Company issued 1,000,000 units (“Units”) at a price of US Dollar $0.045 per Unit for gross proceeds of US Dollar $45,000 (equivalent to Cdn$56,680). Each Unit consisted of one common share and one common share purchase warrant (a “Warrant”). Each Warrant entitles the holders to acquire one common share of the Company (a “Warrant Share”) at an exercise price of Canadian Dollar $0.05 or US Dollar $0.045 per Warrant Share expiring on February 25, 2019. The value of the attached warrants was estimated as $27,476 with reference of Black-Scholes option pricing model (see note 10).
13
Augustine Ventures Inc. Notes to the Condensed Interim Financial Statements For the three and nine month periods ended August 31, 2015 and 2014 (Unaudited and Expressed in Canadian Dollars)
9. Share capital - continued
In addition, the Company also issued 5,302,528 non flow through units (“Debt Units”) in exchange for the cancellation of an aggregate of $265,126 in debt owed to several creditors. Each Debt Unit consisted of one common shares and one common share purchase warrant (a “Debt Warrant”). 5,062,258 Debt Warrants entitled the holders to acquire one common share in the capital of the Company at an exercise price of $0.05 per Debt Warrant Share and 240,000 Debt Warrant entitled the holders to acquire one common share in the capital of the Company at an exercise price of $0.10 per Debt Warrant Share expiring on February 25, 2019. The value of the attached warrants was estimated as $128,451 with reference of Black-Scholes option pricing model (see note 10).
- 3) The Company paid legal fee of $11,064 to close the private placement on February 9, 2015 and February 25, 2015.
10. Reserves
Reserve for warrants
The reserve for warrants represent share purchase warrants the Company issued in connection with private placements.
The following summarized warrants transactions and the number of warrants outstanding:
| Balance as at December 1, 2013 Warrants issued (note 9 - 1)) Warrants expired Balance as at November 30, 2014 Warrants issued (note 9 – 2,3)) Warrants expired Balance as at August 31, 2015 |
Number of outstanding warrants Value of warrants Weighted average life Weighted average exerciseprice |
|---|---|
| 20,062,500 $ 1,950,114 0.7 $ 0.30 5,250,000 111,619 2.3 0.05 (11,962,500) (1,686,715) - 0.41 |
|
| 13,350,000 375,018 1.3 0.10 19,653,066 492,744 3.5 0.05 (7,100,000) (98,400) - 0.12 |
|
| 25,903,066 $769,362 3.0 $0.072 |
The following weighted average assumptions were used for the Black-Scholes valuation of warrants granted or expired during the nine months period ended August 31, 2015 and the year ended November 30, 2014:
| Risk-free interest rate (%) Grant date share price ($) Expected volatility (%) Expected life (years) Expected dividend yield (%) |
Nine months ended August 31, 2015 Year ended November 30, 2014 |
|---|---|
| 1.45 1.16 0.05 0.05 192 169 4.0 3.0 - - |
The Company has determined its expected volatility based on the historical market price of its issued outstanding common shares.
14
Augustine Ventures Inc. Notes to the Condensed Interim Financial Statements For the three and nine month periods ended August 31, 2015 and 2014 (Unaudited and Expressed in Canadian Dollars)
10. Reserves – continued
The following share purchase warrants were outstanding as at August 31, 2015:
| Warrants issued on March 22, 2012 Warrants issued on March 6, 2014 Warrants issued on February 9, 2015 Warrants issued on February 9, 2015 Warrants issued on February 9, 2015 Warrants issued on February 27, 2015 Warrants issued on February 27, 2015 Warrants issued on February 27, 2015 Total |
Number of warrants Expiry date |
Exerciseprice($) |
|---|---|---|
| 1,000,000 21-Mar-16 5,250,000 06-Mar-17 2,430,000 09-Feb-19 3,911,110 09-Feb-19 7,009,428 09-Feb-19 1,000,000 25-Feb-19 5,062,528 25-Feb-19 240,000 25-Feb-19 25,903,066 |
$0.25 $0.05 $0.05 $0.05 or US$0.045 $0.10 $0.05 or US$0.045 $0.05 $0.10 |
|
| $0.08 |
Reserve for share based payments
Reserve for share based payments relates to stock options and compensation warrants that have been issued by the Company and for expired warrants issued in private placements. The following summarized share-bases payments transactions during the nine months period ended August 31, 2015 and the year ended November 30, 2014:
| Opening balance as at beginning of the period/year Share based payments1) Fair value of compensation warrants (note 9-1,3,5), note 10-1)) Reallocation of value from expired warrants Closing balance as at end of the period/year |
For the nine months ended August 31,2015 For the year ended November 30,2014 |
|---|---|
| $ 3,144,335 $ 1,097,538 327,163 342,035 9,208 18,047 98,400 1,686,715 |
|
| $3,579,106 $3,144,335 |
1) Stock options
The Company has an incentive stock options plan (the “Plan”) under which it is authorized to grant stock options to the Company’s employees, directors and officers and persons providing ongoing services to the Company, with a fixed number of maximum options available to be granted that approved at the discretion of the Company’s Board of Directors. As at August 31, 2015 and November 30, 2014 the maximum number of common shares which may be set aside for issuance under the Plan was 13,319,041 common shares.
The Plan allows for the option price at the time each option is granted to be not less than the closing marketed price of the Company’s common shares on the day immediately preceding the day upon which the option is granted. Options granted under the Plan will have a term not to exceed ten years. Vesting is determined at the discretion of the Board of Directors and in accordance with the policies of the CSE.
15
Augustine Ventures Inc. Notes to the Condensed Interim Financial Statements For the three and nine month periods ended August 31, 2015 and 2014 (Unaudited and Expressed in Canadian Dollars)
10. Reserves – continued
Stock option transactions and the number of stock options outstanding are summarized as follows:
| Outstanding - beginning of period/year Granted Expired Forfeited Outstanding - end of period/year Exercisable - end of period/year |
Nine months ended August 31,2015 Number of options Weighted average exercise price($) Weighted average expected life (years) 8,855,000 $ 0.08 3.66 5,300,000 0.065 4.47 (330,000) 0.10 - (600,000) 0.08 - 13,225,000 $0.08 3.81 13,225,000 $0.08 3.81 |
Year ended November 30,2014 |
|---|---|---|
| Number of options Weighted average exercise price($) Weighted average expected life (years) |
||
| 3,885,000 $ 0.12 1.82 6,000,000 0.065 4.79 (955,000) 0.19 - (75,000) 0.10 - |
||
| 8,855,000 $0.08 3.66 |
||
| 8,855,000 $0.08 3.66 |
As at August 31, 2015 and November 30, 2014, the Company’ outstanding stock options consists the following:
| As at August 31,2015 Options issued Exercise price Expiry date - - - 2,325,000 0.10 April 30, 2016 5,600,000 0.065 Sept.10, 2019 5,300,000 0.065 Jul. 16, 2020 13,225,000 |
As at November 30,2014 |
|---|---|
| Options issued Exercise price Expiry date 330,000 0.10 January 24, 2015 2,525,000 0.10 April 30, 2016 6,000,000 0.065 Sept.10, 2019 - - - 8,855,000 |
On July 16, 2015, the Board the Company has granted 5,300,000 stock options to its officers, directors and a consultant pursuant to the terms of the Company’s stock option plan, resulting $327,163 share based compensation expenses using the Black-Scholes option pricing model and recorded as reserves on the statement of financial position. The options vest immediately, are exercisable at $0.065 per common share, and will expire on July 16, 2020.
During the year ended November 30, 2014 the Company granted 6,000,000 stock options to directors, officers and consultants resulting $342,035 share based compensation expenses using the Black-Scholes option pricing model and recorded as reserves on the statement of financial position. The potions vested immediately, were exercisable at $0.065 per common share, expired on September 10, 2019. The weighted average unit fair value of the stock options granted in the year ended November 30, 2014 was $0.057.
The following weighted average assumptions were used for the Black-Scholes valuation of stock options granted during the nine months ended August 31, 2015 and the year ended November 30, 2014:
| Nine months ended | Year ended | |
|---|---|---|
| August 31, | November 30, | |
| 2015 | 2014 | |
| Risk-free interest rate (%) | 1.63 | 1.88 |
| Grant date share price ($) | 0.065 | 0.06 |
| Expected volatility (%) | 173.50 | 174.9 |
| Expected life (years) | 5 | 5 |
| Expected dividend yield (%) | - | - |
16
Augustine Ventures Inc. Notes to the Condensed Interim Financial Statements For the three and nine month periods ended August 31, 2015 and 2014 (Unaudited and Expressed in Canadian Dollars)
10. Reserves – continued
- 2) Compensation warrants
| Outstanding - beginning of period/year1) Granted2) Expired Outstanding - end of period/year Exercisable - end of period/year |
Nine months ended August 31,2015 Number of warrants Weighted average exercise price ($) Weighted average expected life (years) 2,096,000 $ 0.13 1.26 194,400 0.05 3.44 (576,000) 0.06 - 1,714,400 $0.15 1.15 1,714,400 $0.15 1.15 |
Year ended November 30,2014 |
|---|---|---|
| Number of warrants Weighted average exercise price($) Weighted average expected life (years) |
||
1,728,500 $ 0.15 1.51 420,000 0.050 2.27 (52,500) 0.20 - |
||
2,096,000 $0.13 1.26 |
||
2,096,000 $0.13 1.26 |
- 1) As a result of a private placement of the Company closed in 2011, the Company issued at arm’s length and aggregate of 1,020,000 compensation warrants where each compensation warrant entitles the holder thereof to purchase one Unit of the Company’s securities at an exercise price of $0.20 per unit (the “Unit”) for a period of two years from the date that the Company completes either: (i) a distribution to the public of common shares in Canada pursuant to a prospectus and the concurrent listing of the common shares for trading on a recognized stock exchange, or (ii) another transaction as a result of which all outstanding common shares, or the securities of another issuer issued in exchange for all such outstanding common shares, are traded on a recognized stock exchange and are freely tradable (subject to control block restrictions) (the “Liquidity Event”).
Each Unit is comprised of one common share and one common share purchase warrant of the Company. Each warrant entitles the holder to purchase one additional common share of the Company at $0.40 expiring two years from the date of the Liquidity Event.
As at August 31, 2015 and November 30, 2014, such Liquidity Event has not incurred, and hence the total 1,020,000 broker warrants were included in the number of warrants outstanding at the beginning of both years, and not included into the calculation of weighted average life for the warrants as no specific expiry date is applicable.
- 2) During the nine months period ended August 31, 2015, the Company granted 194,400 (year ended November 30, 2014 – 420,000) compensation warrants to agents as commissions to close private placements, and resulting in compensation warrants expenses recorded as share issuance cost using the Black-Scholes option pricing model of $9,208 (year ended November 30, 2014 - $18,047). This amount was also recorded as reserves on the statement of financial position. The weighted average unit fair value of the compensation granted during the nine months period ended August 31, 2015 was $0.047 (year ended November 30, 2014 – 0.043)
The following weighted average assumptions were used for the Black-Scholes valuation of compensation warrants granted during the period/year:
| Risk-free interest rate (%) Grant date share price ($) Expected volatility (%) Expected life (years) Expected dividend yield (%) |
Nine months ended August 31, 2015 Year ended November 30, 2014 |
|---|---|
| 1.45 1.16 0.05 0.05 192.5 169.2 4.0 3.0 - - |
17
Augustine Ventures Inc.
Notes to the Condensed Interim Financial Statements For the three and nine month periods ended August 31, 2015 and 2014 (Unaudited and Expressed in Canadian Dollars)
11. Basic and diluted loss per share
| Basic and diluted loss per share | ||
|---|---|---|
| Basic and diluted loss per share | Three months ended August 31, 2015 2014 $ (0.0072) $ (0.0024) |
Nine months ended August 31, |
| 2015 2014 $ (0.0121) $ (0.0076) |
The calculation of basic and diluted loss per shares for the three and six months period ended August 31, 2015 and 2014 was based on the loss attributable to common shareholders as following:
| Loss attributable to common shareholders | Three months ended August 31, 2015 2014 $483,925 $113,804 |
Nine months ended August 31, |
|---|---|---|
| 2015 2014 $742,156 $344,826 |
Diluted loss per share for the nine months ended August 31, 2015 and 2014 did not include the effect of 13,225,000 stock options, 1,714,400 compensation warrants and 25,903,066 warrants issued attached to common shares, as the effect would be anti-dilutive.
12. Financial instruments and risk exposures
The Company’s financial instruments consist of cash and cash equivalents and sundry receivables, accounts payable and accrued liabilities and due to related parties.
Financial assets and financial liabilities as at August 31, 2015 and November 30, 2014 are as follows:
| Cash and cash equivalents Sundry receivables Accounts payable and accrued liabilities Restricted cash Due to related parties |
As at August 31,2015 Other liabilities (S) Loans and receivables ($) Assets/(liabili ties) at fair value through profit/loss($) Total - - 4,491 4,491 - 16,883 - 16,883 669,952 - - 669,952 - - 10,000 10,000 340,202 - - 340,202 |
As at November 30,2014 |
|---|---|---|
| Other liabilities(S) Loans and receivable s($) Assets/(liabili ties) at fair value through profit/loss($) Total |
||
| - - 2,375 2,375 - 28,571 - 28,571 703,525 - - 703,525 - - 10,000 10,000 852,131 - - 852,131 |
The fair values of sundry receivables and accounts payable and accrued liabilities approximate their carrying values due to the relatively short periods to maturity of these instruments. Included as part of the due to related parties amounts are notes payable bearing interest rates of 8-9% per annum and have not been repaid as of August 31, 2015 and November 30, 2014 (see note 8 for additional details). The remaining due to related parties amounts bear no interest, have no specific terms of repayment and are due on demand. The fair values of these amounts have not been disclosed because the cash flow streams of the related party amounts are not determinable.
The Company’s activities expose it to a variety of financial risks: currency risk, credit risk, liquidity risk, interest rate risk and market risk, which includes commodity and equity price risks. Risk management is carried out by the Company’s management with guidance from the Audit Committee. It is management’s opinion that the Company is not exposed to significant credit risk, currency or market risks arising from the financial instruments.
Financial risks
The Company has exposure to the following risks from its use of financial instruments:
Currency risk
As the majority of the Company’s expenditures are in Canadian dollars, the Company limits its exposure to currency risk by maintaining its cash and cash equivalents in Canadian dollars.
18
Augustine Ventures Inc. Notes to the Condensed Interim Financial Statements For the three and nine month periods ended August 31, 2015 and 2014 (Unaudited and Expressed in Canadian Dollars)
12. Financial instruments and risk exposures - continued
Credit risk
Credit risk is the risk of an unexpected loss if a financial instrument fails to meet its contractual obligations. The Company’s cash is mainly held through a chartered Canadian financial institution.
The carrying amount of financial assets recorded in the financial statements represents the Company’s maximum exposure to credit risk.
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due, or can only do so at excessive cost. As at May 31, 2015 the Company has working capital deficiency of $976,504 (November 30, 2014 - $1,513,775). It is management's opinion that the Company is exposed to liquidity risk in that it had a working capital deficiency; however, it continues its discussions with its creditors to delay formal demands for payment of their receivables.
Interest rate risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is not exposed to interest rate risk due to the short-term nature of its financial instruments.
Sensitivity analysis
The Company believes the sensitivity to a plus or minus 1% change in interest rates would not have a significant impact on the reported net loss for the three and nine months period ended August 31, 2015 because none of the Company’s assets or liabilities bears interest at variable rates.
13. Capital management
The Company manages its capital with the following objectives:
-
to ensure sufficient financial flexibility to achieve the ongoing business objectives including funding of future growth opportunities, and pursuit of accretive acquisitions; and
-
to maximize shareholder return through enhancing the share value.
The Company monitors its capital structure and makes adjustments according to market conditions in an effort to meet its objectives given the current outlook of the business and industry in general. The Company may manage its capital structure by issuing new shares, repurchasing outstanding shares, adjusting capital spending, or disposing of assets. The capital structure is reviewed by Management and the Board of Directors on an ongoing basis.
The Company considers its capital to be equity, comprising share capital, reserves and deficit which at August 31, 2015 totaled $2,253,740 (November 30, 2014 - $1,675,346)
The Company manages capital through its financial and operational forecasting processes. The Company reviews its working capital and forecasts its future cash flows based on operating expenditures, and other investing and financing activities. The forecast is updated based on activities related to its exploration and evaluation activities.
The Company’s capital management objectives, policies and processes have remained unchanged during the three and nine months period ended August 31, 2015 from the year ended November 30, 2014.
The Company is not subject to any externally imposed capital requirements.
19
Augustine Ventures Inc. Notes to the Condensed Interim Financial Statements For the three and nine month periods ended August 31, 2015 and 2014 (Unaudited and Expressed in Canadian Dollars)
14. Segmented information
The Company’s operations comprise a single reporting operating segment engaged in resource exploration through investing in resource properties. As the operations comprise a single reporting segment, amounts disclosed in the financial statements for loss for the period also represent segment results. All of the Company’s operations and assets are situated in Ontario, Canada.
15. Commitments
Office leases
Since February 1, 2015, the Company signed a new office sublease agreement with monthly office lease of $1,200 on a month to month basis.
16. Subsequent events
On September 3, 2015, the Company closed a private placement of 3,333,333 non-flow-through units (“NFT Units A”) at the price of US$0.045 per NFT Unit A and an aggregate of 2,000,000 non-flow-through units (“NFT Units B”) at the price of $0.05 per NFT Unit B for gross proceeds of US$150,000 and $100,000 respectively. Each NFT Unit A and NFT Unit B consists one none-flow-through common shares and one non-flow-through common share purchase warrant (“Warrant”). In addition, creditors, including Management and Directors, subscribed for 5,062,337 non-flow-through units (“Creditor Units”) in settlement of total $353,117 debts owed by the Company. Each Creditor Units consist of one none-flow-through common share and one non-flow-through common share purchase warrant (a “Warrant”). One full Warrant allows the holder to acquire one none-flow-through common share of the Company (a “Warrant Share”) in a period of 36 months since closing date of the private placement, at an exercise price of US$0.070 (for US residents) and $0.075 per Warrant Share at any time until close of business on September 2, 2018.
In connection with the financing, the Company paid IBK Capital a cash commission of 8% of the funds raised and broker warrants of 8% of the NFT Units B, excluding the NFT Units A, through this offering. Each broker warrant allows the holder to acquire one NFT Unit of the Company at an exercise price of $0.05 per NFT Unit at any time until close of business on September 2, 2019.
All securities issued pursuant to the offering are subject to statutory four (4) months hold period from the closing date and to any and all necessary corporate and regulatory approvals.
The proceeds from this financing will be used for exploration purposes at Augustine’s Wawa Gold Project and for working capital purposes.
20