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BMTC Group Inc. — Interim / Quarterly Report 2021
Dec 10, 2021
43306_rns_2021-12-09_f1edd17c-1f90-42b9-83bf-5932c17c6c2a.pdf
Interim / Quarterly Report
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CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended October 31, 2021 and 2020 (Unaudited)
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION At October 31, 2021 and April 30, 2021 (In Canadian dollars) ‐ Unaudited
PRIME MINING CORP.
| October 31, | April 30, | ||||
|---|---|---|---|---|---|
| Note | 2021 | 2021 | |||
| ASSETS | |||||
| Current | |||||
| Cash | $ | 29,848,024 | $ | 32,026,806 | |
| Receivables | 40,008 | 63,295 | |||
| Prepaid expenses | 166,505 | 173,537 | |||
| Total current assets | 30,054,537 | 32,263,638 | |||
| Value added tax receivable | 4 | 1,024,883 | 1,016,690 | ||
| Deposits | 21,695 | 21,695 | |||
| Property and equipment | 5 | 345,736 | 204,349 | ||
| Exploration and evaluation assets | 2,6 | 12,514,568 | 11,285,168 | ||
| Total assets | $ | 43,961,419 | $ | 44,791,540 | |
| LIABILITIES | |||||
| Current | |||||
| Trade payables and accruals | 9 | $ | 449,449 | $ | 833,744 |
| Currentportion of lease liability | 23,454 | 60,384 | |||
| Total current liabilities | 472,903 | 894,128 | |||
| Long‐term payable | 7 | 922,394 | 915,021 | ||
| Lease liability | 1,467 | 3,597 | |||
| Total liabilities | 1,396,764 | 1,812,746 | |||
| SHAREHOLDERS’ EQUITY | |||||
| Share capital | 8 | 100,003,471 | 93,072,150 | ||
| Obligation to issue shares | ‐ | 220,000 | |||
| Reserves | 12,176,319 | 9,654,732 | |||
| Deficit | (69,615,135) | (59,968,088) | |||
| Total shareholders’ equity | 42,564,655 | 42,978,794 | |||
| Total liabilities and shareholders’ equity | $ | 43,961,419 | $ | 44,791,540 |
Nature and continuance of operations (note 1) Subsequent events (note 13)
Approved by the Board of Directors on December 9, 2021:
“Daniel Kunz” Director “Paul Sweeney” Director
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
PRIME MINING CORP.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS For the three and six months ended October 31, 2021 and 2020
(In Canadian dollars, except share numbers and per share amounts) ‐ Unaudited
| Three | months ended | months ended | Six | months ended | months ended | ||||
|---|---|---|---|---|---|---|---|---|---|
| October 31, | October 31, | ||||||||
| Note | 2021 | 2020 | 2021 | 2020 | |||||
| Operating expenses | |||||||||
| General and administrative | 3 | $ | 2,983,951 | $ | 1,741,286 | $ | 4,001,762 | $ | 3,986,788 |
| Exploration and evaluation | 6 | 2,546,452 | 892,290 | 5,763,598 | 1,222,467 | ||||
| Depreciation | 5 | 44,809 | 29,992 | 120,945 | 56,457 | ||||
| Financing | 753 | 2,275 | 2,222 | 20,174 | |||||
| Foreign exchange loss (gain) | 74,771 | (86,114) | (141,059) | (2,972) | |||||
| Loss from operations | (5,650,736) | (2,579,729) | (9,747,468) | (5,282,914) | |||||
| Interest income | 17,313 | 538 | 31,564 | 1,528 | |||||
| Rent recovery | 33,000 | 30,435 | 68,857 | 63,992 | |||||
| Loss and comprehensive loss | |||||||||
| for theperiod | $ | (5,600,423) | $ | (2,548,756) | $ | (9,647,047) | $ | (5,217,394) | |
| Weighted average shares | |||||||||
| outstanding ‐ basic and diluted | 111,356,357 | 84,821,720 | 107,060,068 | 78,600,156 | |||||
| Loss per share ‐ basic and | |||||||||
| diluted | $ | (0.05) | $ | (0.03) | $ | (0.09) | $ | (0.07) |
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
PRIME MINING CORP.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS For the six months ended October 31, 2021 and 2020 (In Canadian dollars) ‐ Unaudited
| For the six months ended October 31, | 2021 | 2020 | ||
|---|---|---|---|---|
| OPERATING ACTIVITIES | ||||
| Loss for the period | $ | (9,647,047) | $ | (5,217,394) |
| Items not affecting cash: | ||||
| Depreciation | 120,945 | 56,457 | ||
| Interest income | (31,564) | (990) | ||
| Share‐based compensation | 3,091,279 | 2,444,500 | ||
| Financing expense | 2,222 | 20,174 | ||
| Foreign exchange | (819) | 42,133 | ||
| Change in non‐cash working capital items: | ||||
| Receivables | 34,287 | 118,845 | ||
| Prepaid expense | 7,032 | 127,810 | ||
| Payables and accruals | (240,594) | 49,435 | ||
| Cash used in operatingactivities | (6,664,259) | (2,359,030) | ||
| FINANCING ACTIVITIES | ||||
| Shares issued for cash | 6,143,311 | 12,837,767 | ||
| Share issuance costs | (156,383) | (568,530) | ||
| Share subscriptions received | ‐ | 1,750 | ||
| Lease liability | (41,283) | (41,280) | ||
| Repayment of loans | ‐ | (1,000,000) | ||
| Finance expense | ‐ | (164,678) | ||
| Cashprovided byfinancingactivities | 5,945,645 | 11,065,029 | ||
| INVESTING ACTIVITIES | ||||
| Value added tax receivable | ‐ | (1,123,365) | ||
| Exploration and evaluation assets | (1,229,400) | (912,735) | ||
| Purchase of equipment | (262,332) | (12,750) | ||
| Interest received | 31,564 | 990 | ||
| Cash used in investingactivities | (1,460,168) | (2,047,860) | ||
| (Decrease) increase in cash | (2,178,782) | 6,658,139 | ||
| Cash, beginning ofperiod | 32,026,806 | 1,020,820 | ||
| Cash, end ofperiod | $ | 29,848,024 | $ | 7,678,959 |
Supplemental disclosure with respect to cash flows (note 11)
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
PRIME MINING CORP.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY For the six months ended October 31, 2021 and 2020
(In Canadian dollars, except share numbers) ‐ Unaudited
| Note Common shares |
Share capital Share subscription received Obligation to issue shares Reserves Deficit Shareholders’ Equity |
|---|---|
| At April 30, 2021 100,841,583 Share issuance costs ‐ Stock options exercised 8b) 265,000 Warrants exercised 8b) 11,166,622 Warrants exercise proceeds received 8b) 200,000 Stock‐based compensation 8d) ‐ Loss for theperiod ‐ |
$ 93,072,150 $ ‐ $ 220,000 $ 9,654,732 $ (59,968,088) $ 42,978,794 (12,682) ‐ ‐ ‐ ‐ (12,682) 259,669 ‐ ‐ (108,669) ‐ 151,000 6,464,334 ‐ ‐ (461,023) ‐ 6,003,311 220,000 ‐ (220,000) ‐ ‐ ‐ ‐ ‐ ‐ 3,091,279 ‐ 3,091,279 ‐ ‐ ‐ ‐ (9,647,047) (9,647,047) |
| At October 31, 2021 112,473,205 |
$ 100,003,471 $ ‐ $ ‐ $ 12,176,319 $ (69,615,135) $ 42,564,655 |
| Note Common shares |
Share capital Share subscription received Obligation to issue shares Reserves Deficit Shareholders’ Equity |
| At April 30, 2020 59,599,382 Private placement, net of share issuance costs 8b) 20,000,000 Stock options exercised 8b) 1,555,000 Warrants exercised 4,415,535 Warrant exercise proceeds received ‐ Warrants issued to financial advisory firm ‐ Obligation to issue shares ‐ Stock‐based compensation 8d) ‐ Loss for theperiod ‐ |
$ 49,827,410 $ ‐ $ ‐ $ 6,768,644 $ (49,268,090) $ 7,327,964 9,431,470 ‐ ‐ ‐ ‐ 9,431,470 1,100,882 ‐ ‐ (470,882) ‐ 630,000 2,270,039 ‐ ‐ (62,272) ‐ 2,207,767 ‐ 1,750 ‐ ‐ ‐ 1,750 ‐ ‐ ‐ 240,000 ‐ 240,000 ‐ ‐ 465,000 ‐ ‐ 465,000 ‐ ‐ ‐ 2,444,500 ‐ 2,444,500 ‐ ‐ ‐ ‐ (5,217,394) (5,217,394) |
| At October 31,2020 85,569,917 |
$ 62,629,801 $ 1,750 $ 465,000 $ 8,919,990 $ (54,485,484) $ 17,531,057 |
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
PRIME MINING CORP. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three and six months ended October 31, 2021 and 2020 (In Canadian dollars, except share numbers) ‐ Unaudited
1. Nature and continuance of operations
Prime Mining Corp. (“Prime” or “the Company”) was incorporated on May 14, 1981, under the laws of the Province of British Columbia, Canada. The Company acquires, explores, and develops interests in mineral projects in Mexico.
The Company’s subsidiaries are as follows:
| projects in Mexico. The Company’s subsidiaries are as follows: |
||
|---|---|---|
| Subsidiary | Jurisdiction | Operating status |
| Minera Amari SA de CV (“Minera Amari”) | Mexico | Los Reyes project |
| ePower Metals SA de CV | Mexico | Holding mineral claims |
| Argus Metals (BGI) Inc. | Barbados | Inactive |
| ePower Metalen | Suriname | Inactive |
The Company is listed for trading on the TSX Venture Exchange (“TSX‐V” or the “Exchange”) under the symbol PRYM. The Company’s head office and principal place of business is located at Suite 710, 1030 West Georgia Street, Vancouver, BC, V6E 2Y3. The Company’s registered and records office is located at Suite 2200, 885 West Georgia Street, Vancouver, BC, V6C 3E8.
The business of exploring for and mining of minerals involves a high degree of risk and there can be no assurance that current exploration programs will result in profitable mining operations.
The Company has not generated revenue from operations. The Company recorded a loss of $9,647,047 during the six months ended October 31, 2021 and, as of that date, the Company’s deficit was $69,615,135. As the Company is in the exploration stage, the recoverability of the costs incurred to date on exploration properties is dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the exploration and development of its properties and upon future profitable production or proceeds from the disposition of the properties and deferred exploration expenditures. The Company will periodically have to raise funds to continue operations and, although it has been successful in doing so in the past, there is no assurance it will be able to do so in the future. The Company had cash of $29,848,024 at October 31, 2021 that the Company estimates will be sufficient to maintain operations for at least the next twelve months.
During March 2020, the World Health Organization declared covid‐19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn. It is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company’s business or ability to raise funds.
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PRIME MINING CORP. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three and six months ended October 31, 2021 and 2020 (In Canadian dollars, except share numbers) ‐ Unaudited
2. Basis of preparation
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Statement of Compliance
These condensed interim consolidated financial statements (“interim financial statements”) were approved by the Board of Directors and authorized for issue on December 9, 2021.
These interim financial statements have been prepared in accordance with International Accounting Standard 34 ‐ Interim Financial Reporting using accounting policies consistent with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). As such, these interim financial statements do not contain all the disclosures required by IFRS for annual financial statements and should be read in conjunction with the Company’s audited annual consolidated financial statements for the years ended April 30, 2021 and 2020 (“annual consolidated financial statements”).
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Significant accounting policies
Basis of measurement
The accounting policies applied in the preparation of these interim financial statements are consistent with those applied and disclosed in note 3 to the annual consolidated financial statements.
Basis of consolidation
These interim financial statements include the accounts of the Company and its wholly owned subsidiaries, Minera Amari, Argus Metals (BGI) Inc., ePower Metalen, and ePower Metals SA de CV. All significant intercompany transactions and balances have been eliminated upon consolidation.
Foreign currency transactions
Foreign currency amounts are translated into each entity’s functional currency as follows:
At the transaction date, each asset, liability, revenue and expense denominated in a foreign currency is translated into the entity’s functional currency by the use of the exchange rate in effect at that date. At the period‐end date, unsettled monetary assets and liabilities are translated into the functional currency by using the exchange rate in effect at the period‐end date and the related translation differences are recognized in net income.
Non‐monetary assets and liabilities that are measured at historical cost are translated into the functional currency by using the exchange rate in effect at the date of the initial transaction and are not subsequently restated. Non‐monetary assets and liabilities that are measured at fair value or a revalued amount are translated into the functional currency by using the exchange rate in effect at the date the value is determined and the related translation differences are recognized in profit or loss or other comprehensive loss consistent with where the gain or loss on the underlying non‐monetary asset or liability has been recognized.
The functional currency of the Company and its subsidiaries is the Canadian dollar and these financial statements are presented in Canadian dollars.
6
PRIME MINING CORP. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three and six months ended October 31, 2021 and 2020 (In Canadian dollars, except share numbers) ‐ Unaudited
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Critical accounting estimates and judgements
The Company makes estimates and assumptions about the future that affect the reported amounts of assets and liabilities. Estimates and judgments are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions.
The effect of a change in an accounting estimate is recognized prospectively by including it in total comprehensive loss in the period of the change, if the change affects that period only, or in the period of the change and future periods, if the change affects both.
The critical judgements and estimates applied in the preparation of these interim financial statements are consistent with those applied and disclosed in note 4 to the annual consolidated financial statements.
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Change in accounting policies ‐ Exploration and evaluation expenditures
During the year ended April 30, 2021, the Company adopted a new accounting policy for exploration and evaluation expenditures and disclosed in note 5 to the annual consolidated financial statements. In prior years, the Company capitalized exploration and evaluation expenditures when the Company had the legal right to explore a property. The Company has changed this accounting policy to expense exploration and evaluation expenditure until such time that an appropriate economic assessment has been completed and there is confidence that permits can be obtained to develop the project. The Company will continue to capitalize all acquisition costs and related costs when incurred. The accounting policy change has been applied on a retrospective basis to the interim financial statements.
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Comparatives
Certain comparatives have been reclassified to the current period’s presentation.
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New accounting standards issued and not yet effective
IASB or the IFRS Interpretations Committee have issued certain pronouncements that are mandatory for accounting years beginning on or after May 1, 2021. None of these impacted or are expected to be relevant to the Company’s financial statements.
3. Corporate and administration expense
| Three | months ended | months ended | Six | months ended | months ended | ||||
|---|---|---|---|---|---|---|---|---|---|
| October 31, | October 31, | ||||||||
| Note | 2021 | 2020 | 2021 | 2020 | |||||
| Salaries, directors fees and | 9 | $ | 252,533 | $ | 349,953 |
$ | 531,574 | $ | 812,183 |
| personnel | |||||||||
| Consulting and professional fees | 95,219 | 126,299 | 149,598 | 198,293 | |||||
| Investor relations | 29,041 | 34,758 | 52,214 | 249,591 | |||||
| Office and other | 107,928 | 144,737 | 177,097 | 282,221 | |||||
| Share‐based compensation | 8d) | 2,499,230 | 1,085,539 | 3,091,279 | 2,444,500 | ||||
| **$ ** | 2,983,951 | $ | 1,741,286 | **$ ** | 4,001,762 | $ | 3,986,788 |
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PRIME MINING CORP. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three and six months ended October 31, 2021 and 2020 (In Canadian dollars, except share numbers) ‐ Unaudited
4. Value added tax receivable
Value added tax (“VAT”) receivable represents a tax payment paid by the Company in Mexico which are refundable from the Mexican government.
The Company recorded the VAT paid on the purchase of Los Reyes Project resulting in a VAT receivable of $1,024,883 (April 30, 2021 ‐ $1,016,690). Upon receipt of the VAT receivable the Company is required to settle the long‐term payable (note 7). During the six months ended October 31, 2021, the Company recorded VAT of $664,555 paid on additional Los Reyes Project expenditures to exploration and evaluation expense (note 6b).
5. Property and equipment
| Property and equipment | |
|---|---|
| Office equipment |
Right of use assets Project equipment Total |
| Cost At May 1, 2021 $ 66,905 $ Additions ‐ |
192,268 $ 163,311 $ 422,484 71,587 190,745 262,332 |
| At October 31, 2021 66,905 |
263,855 354,056 684,816 |
| Accumulated depreciation At May 1, 2021 40,417 Depreciation 6,535 |
139,824 37,894 218,135 34,956 79,454 120,945 |
| At October 31, 2021 46,952 |
174,780 117,348 339,080 |
| Carrying amount October 31, 2021 $ 19,953 $ |
89,075 $ 236,708 $ 345,736 |
| Office equipment |
Right of use assets Project equipment Total |
| Cost At May 1, 2020 $ 62,965 $ Additions 3,940 |
192,268 $ 120,114 $ 375,347 ‐ 43,197 47,137 |
| At April 30,2021 66,905 |
192,268 163,311 422,484 |
| Accumulated depreciation At May 1, 2020 26,888 Depreciation 13,529 |
69,912 14,569 111,369 69,912 23,325 106,766 |
| At April 30,2021 40,417 |
139,824 37,894 218,135 |
| Carryingamount April 30,2021 $ 26,488 $ |
52,444 $ 125,417 $ 204,349 |
6. Exploration and evaluation assets and expenditures
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Acquisition
Acquisition costs capitalized as exploration assets are as follows:
| Los Reyes Project | ||
|---|---|---|
| At May 1, 2020 | $ | 7,531,775 |
| Additions(1) | 3,753,393 | |
| At April 30, 2021 | 11,285,168 | |
| Additions(2) | 1,229,400 | |
| At October 31, 2021 | $ | 12,514,568 |
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PRIME MINING CORP. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three and six months ended October 31, 2021 and 2020 (In Canadian dollars, except share numbers) ‐ Unaudited
-
(1) During the year ended April 30, 2021, the Company paid US$2,600,000 to Vista Gold Corp. towards the acquisition of the Los Reyes Project. Additionally, the Company issued 330,000 common shares valued at $465,000 related to finders’ fees.
-
(2) During the six months ended October 31, 2021, the Company paid the final option payment of US$1,000,000 to Vista Gold Corp completing the acquisition of the Los Reyes Project.
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Expenditures
i. Los Reyes Project period expenditures
Project expenditures during the three and six months ended October 31, 2021, and 2020, are summarized as follows:
| Three | months ended | months ended | Six | months ended | months ended | ||||
|---|---|---|---|---|---|---|---|---|---|
| October 31, | October 31, | ||||||||
| Note | 2021 | 2020 | 2021 | 2020 | |||||
| Salaries and personnel | 9 | $ | 821,340 | $ | 254,205 |
$ | 1,180,047 | $ | 411,181 |
| Drilling | 1,070,212 | ‐ | 2,590,319 | ‐ | |||||
| Resource estimation and | |||||||||
| technical services | 247,740 | 260,581 | 650,341 | 374,745 | |||||
| Equipment and field supplies | 130,792 | 78,946 | 337,966 | 120,391 | |||||
| Land payments and | |||||||||
| maintenance | ‐ | 33,631 | 69,862 | 17,378 | |||||
| General and administrative | 84,919 | 44,347 | 270,508 | 78,192 | |||||
| Value added tax | 191,449 | 220,580 | 664,555 | 220,580 | |||||
| **$ ** | 2,546,452 | $ | 892,290 | **$ ** | 5,763,598 | $ | 1,222,467 |
- ii. Los Reyes Projects cumulative expenditures
Project expenditures since acquisition on July 17, 2020, are summarized as follows:
| Total | ||
|---|---|---|
| Salaries and personnel | $ | 2,700,830 |
| Drilling | 4,044,926 | |
| Resource estimation and technical services | 2,078,794 | |
| Equipment and field supplies | 866,450 | |
| Land payments and maintenance | 453,162 | |
| General and administrative | 495,279 | |
| Value added tax | 1,265,711 | |
| **$ ** | 11,905,152 |
7. Long‐term payable
The Los Reyes Amended Option Agreement requires the Company to reimburse Vista Gold Corp. 90% of the VAT receivable of $922,394 (US$744,828), associated with the Los Reyes Project purchase (notes 4 and 6) when the funds are received. Collection of the VAT receivable is not expected within twelve months and accordingly the payable is presented as a non‐current liability.
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PRIME MINING CORP. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three and six months ended October 31, 2021 and 2020 (In Canadian dollars, except share numbers) ‐ Unaudited
8. Capital stock
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Authorized share capital
Unlimited number of common shares without par value.
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Issued capital
At October 31, 2021, there were 112,473,205 issued and outstanding common shares (April 30, 2021 ‐ 100,841,583).
The Company had the following common share transactions during the six months ended October 31, 2021:
-
The Company issued 11,166,622 common shares for gross proceeds of $6,003,311 upon exercise of warrants.
-
The Company issued 265,000 common shares for gross proceeds of $151,000 upon exercise of options.
-
The Company issued 200,000 common shares to settle the exercise of warrants.
The Company had the following common share transactions during the year ended April 30, 2021:
-
On April 27, 2021, the Company closed a private placement of 9,746,250 units at a price of $2.95 per unit for gross proceeds of $28,751,438, with transaction costs of $1,983,733. Each unit consists of one common share and one half of one common share purchase warrant exercisable at a price of $5.00 until April 27, 2024.
-
On June 12, 2020, the Company closed a private placement of 20,000,000 units at a price of $0.50 per unit for gross proceeds of $10,000,000, with transaction costs of $568,530. Each unit consists of one common share and one common share purchase warrant exercisable at a price of $1.10 until June 12, 2025.
-
The Company issued 330,000 common shares valued at $465,000 related to finders’ fees (note 6).
-
The Company issued 8,665,951 common shares for gross proceeds of $4,662,975 upon exercise of warrants. Additionally, proceeds of $220,000 were received for which 200,000 common shares were issued subsequent to April 30, 2021.
-
The Company issued 2,500,000 common shares for gross proceeds of $1,010,000 upon exercise of options.
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Warrants
Warrant transactions and the number of warrants outstanding during the six months ended October 31, 2021 and the year ended April 30, 2021, are summarized as follows:
| and the year ended April 30, 2021, are summarized as | follows: | |
|---|---|---|
| Number of | Weighted average | |
| warrants | exerciseprice($) | |
| Outstanding at April 30, 2020 | 18,588,525 | 0.50 |
| Granted | 26,073,125 | 1.83 |
| Exercised | (8,665,951) | 0.54 |
| Outstanding at April 30, 2021 | 35,995,699 | 1.45 |
| Cancelled | (5,952) | 0.50 |
| Exercised | (11,366,622) | 0.55 |
| Outstandingat October 31,2021 | 24,623,125 | 1.87 |
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NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three and six months ended October 31, 2021 and 2020 (In Canadian dollars, except share numbers) ‐ Unaudited
PRIME MINING CORP.
Warrants outstanding at October 31, 2021 and April 30, 2021, are as follows:
| Issuance date Expirydate Exerciseprice($) |
Warrants outstanding at |
|---|---|
| October 31, 2021 April 30,2021 |
|
| August 28, 2019 August 28, 2021 0.50 June 12, 2020(1) June 12, 2025 1.10 April 27,2021 April 27,2024 5.00 |
‐ 10,472,574 19,750,000 20,650,000 4,873,125 4,873,125 |
(1) During the year ended April 30, 2021, the Company paid a financial advisory firm a fee of 1,200,000 warrants for consulting advisory services to be provided over 24 months. The warrants were valued at $240,000 based on the fair value of the services. At October 31, 2021, $70,000 is included in prepaid expenses.
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Stock options
The Company has a stock option plan by which the directors may grant options to purchase common shares to directors, officers, employees and service providers of the Company on terms that the directors may determine within the limitations set forth in the stock option plan (“the plan”). The maximum number of common shares issuable upon the exercise of options granted pursuant to the plan is set at 10% of the total issued common shares. The board of directors may grant options with a life of up to ten years, however options granted to date have a maximum term of five years. Vesting terms may be set by the board of directors.
Stock option transactions and the number of stock options outstanding during the six months ended October 31, 2021 and the year ended April 30, 2021, are summarized as follows:
| Number of share | Weighted average | |
|---|---|---|
| options | exerciseprice($) | |
| Outstanding at April 30, 2020 | 5,455,000 | 0.40 |
| Granted | 4,700,000 | 1.16 |
| Exercised | (2,500,000) | 0.40 |
| Forfeited | (90,000) | 0.43 |
| Outstanding at April 30, 2021 | 7,565,000 | 0.87 |
| Granted | 2,910,000 | 4.01 |
| Exercised | (265,000) | 0.57 |
| Outstanding at October 31, 2021 | 10,210,000 | 1.78 |
| Exercisable at October 31, 2021 | 7,728,333 | 1.11 |
11
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three and six months ended October 31, 2021 and 2020 (In Canadian dollars, except share numbers) ‐ Unaudited
PRIME MINING CORP.
Share options outstanding and exercisable at October 31, 2021, are as follows:
| Outstanding | Exercisable |
|---|---|
| Exercise price($) Number of options Weighted average exercise price($) Weighted average remaining life of options(years) |
Number of options exercisable Weighted average exercise price ($) Remaining life of options (years) |
| 0.40 2,400,000 0.40 2.93 0.42 250,000 0.42 3.27 0.95 3,100,000 0.95 3.62 1.30 700,000 1.30 3.66 1.65 300,000 1.65 3.92 1.75 125,000 1.75 4.12 1.92 425,000 1.92 3.75 3.38 100,000 3.38 4.53 3.50 600,000 3.50 4.53 4.18 2,210,000 4.18 4.90 |
2,400,000 0.40 2.93 250,000 0.42 3.27 3,100,000 0.95 3.62 700,000 1.30 3.66 200,000 1.65 3.92 83,333 1.75 4.12 425,000 1.92 3.75 33,333 3.38 4.53 ‐ 3.50 4.53 536,667 4.18 4.90 |
| 10,210,000 1.78 3.81 |
7,728,333 1.11 3.51 |
The fair value of stock options recognized during the six months ended October 31, 2021, as an expense was $3,091,279 (six months ended October 31, 2020 ‐ $2,444,500).
The following are the weighted average assumptions used for the Black‐Scholes option pricing model valuation of share options granted during the six months ended October 31, 2021 and 2020:
| of share options granted during the six months ended October 31 | , 2021 and 2020: | , 2021 and 2020: |
|---|---|---|
| Six months ended October 31, | ||
| 2021 | 2020 | |
| Risk‐free interest rate | 1.01% | 0.36% |
| Expected life of options | 5 years | 5 years |
| Annualized volatility | 82.7% | 90.0% |
| Forfeiture rate | ‐ | ‐ |
| Dividend rate | ‐ | ‐ |
| Weighted averagegrant‐date fair valueper option | $2.63 | $0.79 |
The risk‐free rate of periods within the expected life of the share option is based on the Canadian government bond rate. The annualized volatility and forfeiture rate assumptions are based on historical results.
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PRIME MINING CORP. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three and six months ended October 31, 2021 and 2020 (In Canadian dollars, except share numbers) ‐ Unaudited
9. Related party transactions and balances
Key management personnel are the persons responsible for the planning, directing and controlling the activities of the Company and includes both executive and non‐executive directors, officers, and entities controlled by such persons. The Company considers all directors and officers of the Company to be key management personnel.
Key management compensation includes:
| Six | months ended | months ended | October 31, | |
|---|---|---|---|---|
| 2021 | 2020 | |||
| Salaries, personnel and benefits(1) | $ | 581,715 | $ | 785,491 |
| Directors fees | 97,500 | 77,651 | ||
| Share‐based compensation | 1,794,490 | 2,130,167 | ||
| $ | 2,473,705 | $ | 2,993,309 |
(1) Salaries, personnel and benefits includes salaries of $145,000 (2020 ‐ $nil) included in exploration and evaluation expenditures (note 6b)
Trade payables and accruals include $16,250 (April 30, 2021 ‐ $16,250) owed to directors and officers of the Company.
During the six months ended October 31, 2020, the Company repaid the loan balance, interest and commitment fee owed to a director and officer of $1,164,678.
10. Segmented information
The Company has one reportable operating segment, being the acquisition and exploration of mineral properties. At October 31, 2021 and April 30, 2021, all exploration and evaluation assets and property and equipment were located in Canada and Mexico.
| October 31, | April 30, | |||
|---|---|---|---|---|
| 2021 | 2021 | |||
| Canada | $ | 109,028 | $ | 78,932 |
| Mexico | 12,751,276 | 11,410,585 | ||
| $ | 12,860,304 | $ | 11,489,517 |
11. Supplemental disclosure with respect to cash flow
| Six months | ended | October 31, | ||
|---|---|---|---|---|
| 2021 | 2020 | |||
| Prepaid consulting fees paid with warrants | $ | ‐ | $ | 240,000 |
| Obligation to issue shares for exploration and evaluation assets | ‐ | 465,000 | ||
| Non‐current payables for exploration and evaluation assets | ‐ | 1,005,000 | ||
| Grant date fair value of warrants exercised | 461,023 | 62,272 | ||
| Grant date fair value of stock options exercised | $ | 108,669 | $ | 470,882 |
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PRIME MINING CORP. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three and six months ended October 31, 2021 and 2020 (In Canadian dollars, except share numbers) ‐ Unaudited
12. Financial instruments and risk management
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Interest rate risk
The Company’s interest rate risk mainly arises from changes in the interest rates on cash. Cash generates interest based on market interest rates. At October 31, 2021, the Company was not subject to significant interest rate risk.
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Credit risk
Credit risk arises from the non‐performance by counterparties of contractual financial obligations. The Company’s credit risk arises primarily with respect to money market investments.
The Company manages its credit risk by investing only in high quality financial institutions.
The recovery of VAT receivable involves a complex application process, and the timing of collection is uncertain. The Company has not recognized a loss allowance for expected credit losses as the VAT receivable is not a contract asset and therefore outside the scope of IFRS 9.
The Company’s maximum exposure to credit risk at the reporting date is the carrying value of cash and receivables.
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Currency risk
Currency risk is the risk that the fair value of future cash flows will fluctuate as a result of changes in foreign exchange rates. At October 31, 2021, the Company has activities in other countries which exposes the Company to foreign exchange risk.
With other variables unchanged, a 10% increase (decrease) in the Canadian dollar would have the following effect on loss for the period:
| October 31, | April 30, | |||
|---|---|---|---|---|
| 2021 | 2021 | |||
| US dollar | $ | 396,645 | $ | 76,664 |
| Mexicanpeso | $ | 86,178 | $ | 97,585 |
The Company’s financial assets and liabilities denominated in foreign currencies are as follows:
| October 31, | April 30, | |||
|---|---|---|---|---|
| 2021 | 2021 | |||
| Cash | $ | 5,129,011 | $ | 2,155,736 |
| VAT Receivable | 1,024,883 | 1,016,690 | ||
| Payables and accruals | 403,269 | 514,912 | ||
| Long‐termpayable | $ | 922,394 | $ | 915,021 |
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PRIME MINING CORP. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three and six months ended October 31, 2021 and 2020 (In Canadian dollars, except share numbers) ‐ Unaudited
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Liquidity risk
The Company manages liquidity risk by maintaining adequate cash balances. If necessary, the Company may raise funds through the issuance of debt, equity or sale of non‐core assets. The Company attempts to ensure that there is sufficient capital to meet its obligations by continuously monitoring and reviewing actual and forecasted cash flows and matching the maturity profile of financial assets to development, capital and operating needs.
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Fair value hierarchy
Financial instruments that are measured subsequent to initial recognition at fair value are grouped in Levels 1 to 3 based on the degree to which the fair value is observable:
-
Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities; and
-
Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
-
Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable marker data (unobservable inputs).
Cash is measured at fair value using Level 1. The carrying value of receivables, deposits, trade payables and accruals, loan payable and lease liability approximates their fair value due to the relatively current nature of those financial instruments.
13. Subsequent events
Subsequent to October 31, 2021, the Company:
-
Issued 100,000 common shares for gross proceeds of $110,000 upon exercise of warrants.
-
Signed a new premises lease which will commence during November 2021. The premises lease commits the Company to make payments of $253,218 over a five‐year term.
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