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Decade Resources Ltd. — Interim / Quarterly Report 2025
Dec 17, 2024
46126_rns_2024-12-17_f2a570e6-3965-4033-993e-3e764721da0e.pdf
Interim / Quarterly Report
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ANGUS GOLD
ANGUS GOLD INC.
CONDENSED INTERIM FINANCIAL STATEMENTS
THREE AND NINE MONTHS ENDED
OCTOBER 31, 2024
(EXPRESSED IN CANADIAN DOLLARS)
(UNAUDITED)
NOTICE TO READER
The accompanying unaudited condensed interim financial statements of Angus Gold Inc. (the "Company") have been prepared by and are the responsibility of management. The unaudited condensed interim financial statements have not been reviewed by the Company's auditors.
Angus Gold Inc.
Condensed Interim Statements of Financial Position
(Expressed in Canadian Dollars)
(Unaudited)
| | As at
October 31, 2024 | As at
January 31, 2024 |
| --- | --- | --- |
| ASSETS | | |
| Current assets | | |
| Cash and cash equivalents (notes 3 and 11) | $ 7,308,408 | $ 3,483,813 |
| HST receivable | 214,079 | 82,636 |
| Prepaid expenses and other assets | 110,922 | 66,445 |
| Total assets | $ 7,633,409 | $ 3,632,894 |
| LIABILITIES AND SHAREHOLDERS' EQUITY | | |
| Current liabilities | | |
| Accounts payable and accrued liabilities | $ 104,093 | $ 365,643 |
| Due to related parties (note 10) | 5,109 | 49,820 |
| Flow-through share liability (note 3) | 1,746,121 | 624,207 |
| Total liabilities | 1,855,323 | 1,039,670 |
| Shareholders' equity | | |
| Share capital (note 4) | 26,261,818 | 20,329,627 |
| Warrants (note 5) | 691,599 | - |
| Contributed surplus (notes 6 and 7) | 3,543,791 | 2,898,013 |
| Accumulated deficit | (24,719,122) | (20,634,416) |
| Total shareholders' equity | 5,778,086 | 2,593,224 |
| Total liabilities and shareholders' equity | $ 7,633,409 | $ 3,632,894 |
The accompanying notes to the unaudited condensed interim financial statements are an integral part of these statements.
Nature and continuance of operations (note 1)
Commitments (note 11)
- 1 -
Angus Gold Inc.
Condensed Interim Statements of Comprehensive Loss
(Expressed in Canadian Dollars)
(Unaudited)
| Three Months Ended October 31, | Nine Months Ended October 31, | |||
|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |
| Operating expenses | ||||
| Depreciation | $ - | $ 1,688 | $ - | $ 5,063 |
| Exploration and evaluation expenditures (note 9) | 1,678,563 | 1,413,356 | 4,235,844 | 4,149,495 |
| Filing and regulatory fees (note 10) | 11,472 | 11,990 | 35,282 | 30,946 |
| Interest income | (96,711) | (61,688) | (290,211) | (159,286) |
| Office and general | 54,741 | 13,972 | 85,940 | 41,443 |
| Professional fees (note 10) | 11,904 | 42,142 | 59,142 | 116,248 |
| Share-based payments (notes 6 and 7) | 232,854 | 429,490 | 941,602 | 853,285 |
| Shareholder information | 4,734 | 6,545 | 22,161 | 21,536 |
| Travel and promotion costs | 61,260 | 45,700 | 149,433 | 129,141 |
| Total operating expenses | (1,958,817) | (1,903,195) | (5,239,193) | (5,187,871) |
| Premium on flow-through shares (note 3) | 160,577 | 394,543 | 814,487 | 882,452 |
| Grant from government | - | - | 340,000 | 140,000 |
| Net loss and comprehensive loss for the period | $ (1,798,240) | $ (1,508,652) | $ (4,084,706) | $ (4,165,419) |
| Basic and diluted net loss per share (note 8) | $ (0.03) | $ (0.03) | $ (0.07) | $ (0.09) |
| Weighted average number of common shares outstanding - basic and diluted (note 8) | 60,372,502 | 49,101,050 | 57,225,689 | 46,922,397 |
The accompanying notes to the unaudited condensed interim financial statements are an integral part of these statements.
- 2 -
Angus Gold Inc.
Condensed Interim Statements of Changes in Shareholders' Equity
(Expressed in Canadian Dollars)
(Unaudited)
| Share Capital | ||||||
|---|---|---|---|---|---|---|
| Number of Shares | Amount | Warrants | Contributed Surplus | Accumulated Deficit | Total | |
| Balance, January 31, 2023 | 42,226,050 | $ 15,441,513 | $ - | $ 1,851,923 | $(15,710,097) | $ 1,583,339 |
| Private placement (note 4(b)(i)) | 6,875,000 | 6,455,000 | - | - | - | 6,455,000 |
| Share issue costs | - | (61,886) | - | - | - | (61,886) |
| Flow-through share premium | - | (1,505,000) | - | - | - | (1,505,000) |
| Stock options cancelled | - | - | - | (10,572) | 10,572 | - |
| Share-based payments (notes 6 and 7) | - | - | - | 853,285 | - | 853,285 |
| Net loss for the period | - | - | - | - | (4,165,419) | (4,165,419) |
| Balance, October 31, 2023 | 49,101,050 | $ 20,329,627 | $ - | $ 2,694,636 | $(19,864,944) | $ 3,159,319 |
| Balance, January 31, 2024 | 49,101,050 | $ 20,329,627 | $ - | $ 2,898,013 | $(20,634,416) | $ 2,593,224 |
| Private placements (note 4(b)(ii)(iii)) | 10,800,000 | 8,640,000 | - | - | - | 8,640,000 |
| Warrants (note 4(b)(ii)(iii)) | - | (691,599) | 691,599 | - | - | - |
| Share issue costs | - | (409,233) | - | - | - | (409,233) |
| Flow-through share premium (note 3(i)(ii)) | - | (1,936,401) | - | - | - | (1,936,401) |
| Exercise of options (note 4(b)(v)) | 120,000 | 50,424 | - | (16,824) | - | 33,600 |
| RSUs converted to shares (note 4(b)(iv)) | 310,000 | 279,000 | - | (279,000) | - | - |
| Share-based payments (notes 6 and 7) | - | - | - | 941,602 | - | 941,602 |
| Net loss for the period | - | - | - | - | (4,084,706) | (4,084,706) |
| Balance, October 31, 2024 | 60,331,050 | $ 26,261,818 | $ 691,599 | $ 3,543,791 | $(24,719,122) | $ 5,778,086 |
The accompanying notes to the unaudited condensed interim financial statements are an integral part of these statements.
Angus Gold Inc.
Condensed Interim Statements of Cash Flows
(Expressed in Canadian Dollars)
(Unaudited)
Nine Months Ended October 31,
| 2024 | 2023 | |
|---|---|---|
| Operating activities | ||
| Net loss for the period | $ (4,084,706) | $ (4,165,419) |
| Adjustment for: | ||
| Depreciation | - | 5,063 |
| Share-based payments (notes 6 and 7) | 941,602 | 853,285 |
| Premium on flow-through shares (note 3) | (814,487) | (882,452) |
| Changes in non-cash working capital items: | ||
| HST receivable | (131,443) | 14,979 |
| Prepaid expenses and other assets | (44,477) | (1,822) |
| Accounts payable and accrued liabilities | (261,550) | (211,613) |
| Due to related parties | (44,711) | (19,171) |
| Net cash and cash equivalents used in operating activities | (4,439,772) | (4,407,150) |
| Financing activities | ||
| Proceeds from private placements (note 4(b)(i)(ii)(iii)) | 8,640,000 | 6,455,000 |
| Share issue costs | (409,233) | (61,886) |
| Exercise of options (note 4(b)(v)) | 33,600 | - |
| Net cash and cash equivalents provided by financing activities | 8,264,367 | 6,393,114 |
| Net change in cash and cash equivalents | 3,824,595 | 1,985,964 |
| Cash and cash equivalents, beginning of period | 3,483,813 | 2,152,781 |
| Cash and cash equivalents, end of period | $ 7,308,408 | $ 4,138,745 |
The accompanying notes to the unaudited condensed interim financial statements are an integral part of these statements.
- 4 -
Angus Gold Inc.
Notes to Condensed Interim Financial Statements
Three and Nine Months Ended October 31, 2024
(Expressed in Canadian Dollars)
(Unaudited)
- Nature and continuance of operations
Angus Gold Inc. ("Angus" or the "Company") was incorporated under the Business Corporations Act (British Columbia) on September 28, 2010. Angus is a Canadian gold exploration company focused on the acquisition, exploration and development of mineral properties. The Company's principal current project is the Golden Sky Project located in Wawa, Ontario. The Company's common shares are listed for trading on the TSX Venture Exchange ("TSX-V") under the symbol "GUS".
On April 5, 2021, the Company commenced trading on the OTCQB Venture Market operated by OTC Markets Group in the United States under the ticker symbol "ANGVF".
The Company's head office, principal address and registered and records office is located at 110 Yonge Street, Suite 1601, Toronto, Ontario, M5C 1T4.
The business of mineral exploration is capital-intensive and subject to inherent uncertainties. The Company at October 31, 2024 has an accumulated deficit of $24.7 million, no current source of operating revenue, and has not determined whether any of its property interests contain mineralization that is economically recoverable. Accordingly, the Company's continuing operations will likely be, for the foreseeable future, reliant upon obtaining equity and related party sources of financing on terms which are acceptable to it, or the realization of proceeds from the disposition of property interests. Although the Company has been successful in raising such capital to date, there is a risk that it will be unable to do so in the future.
These unaudited condensed interim financial statements have been prepared with the assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business rather than through a process of forced liquidation. However, the conditions described above are suggestive of the existence of a material uncertainties that may cast significant doubt on the Company's ability to continue as a going concern. If such uncertainties were to invalidate the going concern assumption, the Company's unaudited condensed interim financial statement could be subject to material adjustment from how they are currently presented.
- Material accounting policies
Statement of compliance
The Company applies International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and the interpretation issued by the IFRS Interpretations Committee. These unaudited condensed interim financial statements have been prepared in accordance with International Accounting Standard ("IAS") 34 - Interim Financial Reporting. Accordingly, they do not include all of the information required for full annual financial statements required by IFRS as issued by the IASB.
The policies applied in these unaudited condensed interim financial statements are based on IFRS issued and outstanding as of December 17, 2024, the date the Board of Directors approved the statements. The same accounting policies and methods of computation are followed in these unaudited condensed interim financial statements as compared with the most recent annual financial statements as at and for the year ended January 31, 2024. Any subsequent changes to IFRS that are given effect in the Company's annual financial statements for the year ending January 31, 2025 could result in restatement of these unaudited condensed interim financial statements.
- 5 -
Angus Gold Inc.
Notes to Condensed Interim Financial Statements
Three and Nine Months Ended October 31, 2024
(Expressed in Canadian Dollars)
(Unaudited)
2. Material accounting policies (continued)
Basis of presentation
These unaudited condensed interim financial statements of the Company have been prepared on an accrual basis and are based on historical costs, modified where applicable. The unaudited condensed interim financial statements are presented in Canadian dollars unless otherwise noted.
Significant estimates, judgements and assumptions
The preparation of unaudited condensed interim financial statements in accordance with IFRS requires the Company to make estimates and assumptions concerning the future which include the fair value of warrants and stock options using the Black-Scholes option pricing model. The Company's management reviews these estimates and underlying assumptions on an ongoing basis, based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to estimates are adjusted for prospectively in the period in which the estimates are revised.
The preparation of unaudited condensed interim financial statements in accordance with IFRS requires the Company to make judgments, apart from those involving estimates, in applying accounting policies. The most significant judgments applying to the Company's unaudited condensed interim financial statements include the assessment of the Company's ability to continue as a going concern and whether there are events or conditions that may give rise to significant uncertainty.
3. Flow-through share liability
| Flow-through Share Liability | Flow-through Commitment | |
|---|---|---|
| Balance, January 31, 2024 | $ 624,207 | $ 2,229,312 |
| Liability incurred on flow-through shares issued (i)(ii) | 1,936,401 | 8,640,000 |
| Settlement of flow-through share liability on incurring expenditures | (814,487) | (4,235,660) |
| Balance, October 31, 2024 | $ 1,746,121 | $ 6,633,652 |
The Company's flow-through share liability at a point in time is intended to reflect the tax benefit associated with the balance of unexpected flow-through financings. It is expected to be recovered entirely through income as the expenditures are made, and is therefore not itself subject to being settled with cash.
(i) The flow-through common shares issued in the brokered private placement completed on February 8, 2024 were issued at a premium to the market price in recognition of the tax benefits accruing to subscribers. The flow-through premium was calculated to be $440,054.
(ii) The flow-through common shares issued in the brokered private placement completed on June 21, 2024 were issued at a premium to the market price in recognition of the tax benefits accruing to subscribers. The flow-through premium was calculated to be $1,496,347.
- 6 -
Angus Gold Inc.
Notes to Condensed Interim Financial Statements
Three and Nine Months Ended October 31, 2024
(Expressed in Canadian Dollars)
(Unaudited)
4. Share capital
a) Authorized share capital
At October 31, 2024, the authorized share capital consisted of an unlimited number of common shares. The common shares do not have a par value. All issued shares are fully paid.
b) Common shares issued
At October 31, 2024, the issued share capital amounted to $26,261,818. The issued share capital for the periods were as follows:
| Number of Common Shares | Amount | |
|---|---|---|
| Balance, January 31, 2023 | 42,226,050 | $ 15,441,513 |
| Private placement (i) | 6,875,000 | 6,455,000 |
| Flow-through share premium | - | (1,505,000) |
| Share issue costs | - | (61,886) |
| Balance, October 31, 2023 | 49,101,050 | $ 20,329,627 |
| Balance, January 31, 2024 | 49,101,050 | $ 20,329,627 |
| Private placements (ii)(iii) | 10,800,000 | 8,640,000 |
| Warrants (ii)(iii) | - | (691,599) |
| Flow-through share premium (note 3(i)(ii)) | - | (1,936,401) |
| Share issue costs | - | (409,233) |
| RSU converted to shares (iv) | 310,000 | 279,000 |
| Exercise of options (v) | 120,000 | 50,424 |
| Balance, October 31, 2024 | 60,331,050 | $ 26,261,818 |
(i) On April 27, 2023, the Company completed a non-brokered private placement for total gross proceeds of $6,455,000. The offering was comprised of 1,500,000 hard dollar shares at a price of $0.72 and 5,375,000 flow-through shares of the Company at a price of $1.00 per flow-through share.
The gross proceeds from the financing will be used to fund Canadian Exploration Expenses (within the meaning of the Income Tax Act (Canada)) which shall qualify as "flow-through mining expenditures", for purposes of the Income Tax Act (Canada), related to the Company's projects.
In connection with the offering, funds managed by Delbrook Capital Advisors Inc., acquired 1,396,000 common shares of the Company and as at that date owned a total of 8,102,300 common shares representing 16.5% of the issued and outstanding common shares.
Certain directors and officers of the Company subscribed to the offering for an aggregate of 680,000 flow-through common shares.
- 7 -
Angus Gold Inc.
Notes to Condensed Interim Financial Statements
Three and Nine Months Ended October 31, 2024
(Expressed in Canadian Dollars)
(Unaudited)
4. Share capital (continued)
b) Common shares issued (continued)
(ii) On February 8, 2024, the Company completed a non-brokered charity flow-through private placement for total gross proceeds of $4,640,000. The offering was comprised of 5,800,000 charity flow-through units of the Company at a price of $0.80 per charity flow-through share. Each charity flow-through unit consisted of one common share of the Company and one-half of one common share purchase warrant of the Company. Each whole warrant entitles the holder to acquire one common share of the Company at a price of $0.80 per warrant for a period of 24 months from the date of issuance.
The fair value of these warrants was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: share price of $0.64; expected dividend yield of 0%; risk-free interest rate of 4.19%; volatility of 56% and an expected life of 2 years. The fair value assigned to these warrants was $487,946.
The gross proceeds from the financing will be used to fund Canadian Exploration Expenses (within the meaning of the Income Tax Act (Canada)) which shall qualify as "flow-through mining expenditures", for purposes of the Income Tax Act (Canada), related to the Company's Golden Sky project.
Following the closing of the offering, Wesdome Gold Mines Ltd. ("Wesdome") acquired all 5,800,000 charity flow-through units issued under the offering from the subscribers to the offering (the "Strategic Investment") and as at that date owned a total of 5,800,000 common shares representing 10.6% of the Company's issued and outstanding common shares. In connection with the Strategic Investment, the Company entered into an investor rights agreement with Wesdome pursuant to which the Company has granted Wesdome customary anti-dilution rights to maintain its equity ownership interest in the Company through the right to participate in future equity financings and a top-up right.
(iii) On June 21, 2024, the Company closed a brokered private placement. The offering was completed through a syndicate of agents led by Beacon Securities Limited ("Beacon"), and including Canaccord Genuity Corp. (together with Beacon, the "Agents"). The offering was comprised of 5,000,000 flow-through units at a price of $0.80 per flow-through unit for aggregate gross proceeds of $4,000,000. Each flow-through unit consists of one common share of the Company and one half of one common share purchase warrant of the Company. Each whole warrant entitles the holder to acquire one common share of the Company at a price of $0.80 per warrant for a period of 24 months from the date of issuance.
The fair value of these warrants was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: share price of $0.46; expected dividend yield of 0%; risk-free interest rate of 3.90%; volatility of 59% and an expected life of 2 years. The fair value assigned to these warrants was $203,653.
The gross proceeds from the financing will be used to fund Canadian Exploration Expenses (within the meaning of the Income Tax Act (Canada)) which shall qualify as "flow-through mining expenditures", for purposes of the Income Tax Act (Canada), related to the Company's Golden Sky project.
As consideration for brokered services provided to the Company in connection with the offering, the Company paid the agents, a cash commission in the amount of $214,320 and a corporate finance cash fee in the amount of $13,500.
Wesdome, a major shareholder of the Company holding 10.6% equity interest in the Company prior to completion of the offering, exercised its participation right and subscribed for 500,000 flow-through units.
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Angus Gold Inc.
Notes to Condensed Interim Financial Statements
Three and Nine Months Ended October 31, 2024
(Expressed in Canadian Dollars)
(Unaudited)
4. Share capital (continued)
b) Common shares issued (continued)
(iv) During the nine months ended October 31, 2024, 310,000 RSUs were converted to common shares with a value of $279,000. Refer to note 7.
(v) During the nine months ended October 31, 2024, 120,000 stock options with an exercise price of $0.28 and expiry date of November 6, 2024 were exercised for gross proceeds of $33,600. Upon exercise of these stock options, $16,824 was reclassified from contributed surplus to share capital. The average share price on the exercise of stock options for the nine months ended October 31, 2024 was $0.50.
5. Warrants
The following table summarizes warrants issued during the periods presented:
| Number of Warrants | Fair Value | |
|---|---|---|
| Balance, January 31, 2023 and October 31, 2023 | - | $ - |
| Balance, January 31, 2024 | - | $ - |
| Granted (note 4(b)(ii)(iii)) | 5,400,000 | 691,599 |
| Balance, October 31, 2024 | 5,400,000 | $ 691,599 |
The following table reflects the warrants issued and outstanding as of October 31, 2024:
| Expiry Date | Exercise Price | Warrants Outstanding | Valuation |
|---|---|---|---|
| February 8, 2026 | $ 0.80 | 2,900,000 | $ 487,946 |
| June 21, 2026 | 0.80 | 2,500,000 | 203,653 |
| $ 0.80 | 5,400,000 | $ 691,599 |
6. Stock options
The following table reflects the continuity of stock options for the periods presented:
| Number of Stock Options | Weighted Average Exercise Price | |
|---|---|---|
| Balance, January 31, 2023 | 3,358,334 | $ 0.90 |
| Stock options granted (i) | 1,275,000 | 0.65 |
| Stock options cancelled | (23,334) | 0.90 |
| Balance, October 31, 2023 | 4,610,000 | $ 0.83 |
| Balance, January 31, 2024 | 4,610,000 | $ 0.83 |
| Stock options granted (ii)(iii) | 750,000 | 0.58 |
| Stock options exercised (note 4(b)(v)) | (120,000) | 0.28 |
| Balance, October 31, 2024 | 5,240,000 | $ 0.81 |
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Angus Gold Inc.
Notes to Condensed Interim Financial Statements
Three and Nine Months Ended October 31, 2024
(Expressed in Canadian Dollars)
(Unaudited)
6. Stock options (continued)
(i) On August 15, 2023, the Company granted options to acquire a total of 1,275,000 common shares of the Company to officers, directors, employees and consultants, at the exercise price of $0.65 per share for a period of five years, vesting 1/3 on grant and 1/3 every twelve months thereafter. The fair value of these options was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: share price of $0.65; expected dividend yield of 0%; risk-free interest rate of 4.10%; volatility of 93% and an expected life of 5 years. The fair value assigned to these options was $604,502.
(ii) On April 11, 2024, the Company granted options to acquire a total of 550,000 common shares of the Company to officers, directors, employees and consultants, pursuant to the Company's stock option plan, at the exercise price of $0.60 per share for a period of five years, vesting 1/3 on grant and 1/3 every twelve months thereafter. The fair value of these options was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: share price of $0.60; expected dividend yield of 0%; risk-free interest rate of 3.77%; volatility of 88% and an expected life of 5 years. The fair value assigned to these options was $232,065.
(iii) On August 19, 2024, the Company granted options to acquire a total of 200,000 common shares of the Company to an officer, pursuant to the Company's stock option plan, at the exercise price of $0.54 per share for a period of five years, vesting 1/3 on grant and 1/3 every twelve months thereafter. The fair value of these options was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: share price of $0.54; expected dividend yield of 0%; risk-free interest rate of 2.99%; volatility of 88% and an expected life of 5 years. The fair value assigned to these options was $75,596.
(iv) The portion of the estimated fair value of options granted in the current and prior periods and vested during the three and nine months ended October 31, 2024, amounted to $111,123 and $458,474, respectively (three and nine months ended October 31, 2023 - $350,801 and $667,496, respectively).
The following table reflects the stock options issued and outstanding as of October 31, 2024:
| Expiry Date | Exercise Price ($) | Weighted Average Remaining Contractual Life (years) | Number of Options Outstanding | Number of Options Vested (Exercisable) | Number of Options Unvested |
|---|---|---|---|---|---|
| November 23, 2025 | 0.68 | 1.06 | 240,000 | 240,000 | - |
| April 7, 2026 | 0.80 | 1.43 | 200,000 | 200,000 | - |
| June 24, 2026 | 0.98 | 1.65 | 200,000 | 200,000 | - |
| August 27, 2026 | 0.90 | 1.82 | 950,000 | 950,000 | - |
| November 30, 2026 | 0.95 | 2.08 | 75,000 | 75,000 | - |
| August 29, 2027 | 1.03 | 2.83 | 1,350,000 | 1,350,000 | - |
| November 8, 2027 | 0.71 | 3.02 | 200,000 | 133,333 | 66,667 |
| August 15, 2028 | 0.65 | 3.79 | 1,275,000 | 850,000 | 425,000 |
| April 11, 2029 | 0.60 | 4.45 | 550,000 | 183,333 | 366,667 |
| August 19, 2029 | 0.54 | 4.80 | 200,000 | 66,667 | 133,333 |
| 0.81 | 2.94 | 5,240,000 | 4,248,333 | 991,667 |
Angus Gold Inc.
Notes to Condensed Interim Financial Statements
Three and Nine Months Ended October 31, 2024
(Expressed in Canadian Dollars)
(Unaudited)
7. Restricted Stock Unit ("RSU") Plan
During the year ended January 31, 2022, the Company adopted a RSU plan. The RSU plan provides for a fixed maximum limit of 3,500,000 RSUs.
The grant date fair value of the RSU equals the fair market value of the corresponding shares at the grant date. The fair value of these equity-settled awards is recognized as compensation expense with a corresponding increase in equity. The total amount expensed is recognized over the vesting period, which is the period over which all the specified vesting conditions should be satisfied.
On August 27, 2021, the Company granted 310,000 RSUs to officers, directors, employees and consultants of the Company under the terms of the Company's RSU Plan. The RSUs will vest in full three years from the date of grant. Compensation for the three and nine months ended October 31, 2024 was $6,688 and $53,188, respectively (three and nine months ended October 31, 2023 - $23,250 and $69,750, respectively) and was recorded as share-based payments in the unaudited condensed interim statement of comprehensive loss.
On August 29, 2022, the Company granted 360,000 RSUs to officers, directors, employees and consultants of the Company under the terms of the Company's RSU Plan. The RSUs will vest in full three years from the date of grant. Compensation for the three and nine months ended October 31, 2024 was $30,300 and $90,900, respectively (three and nine months ended October 31, 2023 - $30,300 and $90,900, respectively) and was recorded as share-based payments in the unaudited condensed interim statement of comprehensive loss.
On August 15, 2023, the Company granted 550,000 RSUs to officers, directors, employees and consultants of the Company under the terms of the Company's RSU Plan. The RSUs will vest in full three years from the date of grant. Compensation for the three and nine months ended October 31, 2024 was $29,792 and $89,376, respectively (three and nine months ended October 31, 2023 - $25,139) and was recorded as share-based payments in the unaudited condensed interim statement of comprehensive loss.
On April 11, 2024, the Company granted 670,000 RSUs to officers, directors, employees, and consultants of the Company under the terms of the Company's RSU plan. The RSUs will vest in full three years from the date of grant. Compensation for the three and nine months ended October 31, 2024 was $50,250 and $244,963, respectively (three and nine months ended October 31, 2023 - $nil) and was recorded as share-based payments in the unaudited condensed interim statement of comprehensive loss.
On August 14, 2024, the Company granted 150,000 RSUs to a consultant of the Company under the terms of the Company's RSU plan. The RSUs will vest in full three years from the date of grant. Compensation for the three and nine months ended October 31, 2024 was $4,701 (three and nine months ended October 31, 2023 - $nil) and was recorded as share-based payments in the unaudited condensed interim statement of comprehensive loss.
During three and nine months ended October 31, 2024, 310,000 RSUs were converted to common shares with a value of $279,000.
8. Net loss per share
The calculation of basic and diluted loss per share for the three and nine months ended October 31, 2024 was based on the loss attributable to common shareholders of $1,798,240 and $4,084,706, respectively (three and nine months ended October 31, 2023 - $1,508,652 and $4,165,419, respectively) and the weighted average number of common shares outstanding of 60,372,502 and 57,225,689, respectively (three and nine months ended October 31, 2023 - 49,101,050 and 46,922,397, respectively). Diluted loss per share did not include the effect of warrants, stock options and RSUs as they are anti-dilutive.
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Angus Gold Inc.
Notes to Condensed Interim Financial Statements
Three and Nine Months Ended October 31, 2024
(Expressed in Canadian Dollars)
(Unaudited)
- Exploration and evaluation expenditures
| Three Months Ended October 31, | Nine Months Ended October 31, | |||
|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |
| Golden Sky Project | ||||
| Drilling | $ 1,246,026 | $ 1,077,085 | $ 2,981,388 | $ 2,793,566 |
| Environment | - | - | 3,572 | - |
| General field expenses | 1,230 | 20,775 | 6,821 | 106,814 |
| Geochemical | 71,540 | - | 71,540 | 2,519 |
| Geology | 267,932 | 239,225 | 772,244 | 605,812 |
| Geophysics | 67,152 | 57,952 | 336,126 | 585,879 |
| Option payment and staking claims | 5,075 | 695 | 11,907 | 4,257 |
| Social and community | 15,001 | 15,000 | 45,362 | 45,390 |
| $ 1,673,956 | $ 1,410,732 | $ 4,228,960 | $ 4,144,237 | |
| Slate Bay Property | ||||
| Annual taxes | $ 2,600 | $ 2,624 | $ 4,877 | $ 5,258 |
| $ 2,600 | $ 2,624 | $ 4,877 | $ 5,258 | |
| Project generation | $ 2,007 | $ - | $ 2,007 | $ - |
| Exploration and evaluation expenditures | $ 1,678,563 | $ 1,413,356 | $ 4,235,844 | $ 4,149,495 |
- Major shareholders and related party disclosures
Major shareholders
To the knowledge of the directors and senior officers of the Company, as at October 31, 2024, no person or corporation beneficially owns or exercises control or direction over common shares of the Company carrying more than 10% of the voting rights attached to all common shares of the Company other than set out below:
| Number of Common Shares | Percentage of Outstanding Common Shares | |
|---|---|---|
| Wesdome | 6,300,000 | 10.44 % |
None of the Company's major shareholders have different voting rights than other holders of the Company's common shares.
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Angus Gold Inc.
Notes to Condensed Interim Financial Statements
Three and Nine Months Ended October 31, 2024
(Expressed in Canadian Dollars)
(Unaudited)
10. Major shareholders and related party disclosures (continued)
Related party disclosures
Related parties include the members of the Board of Directors, officers of the Company, close family members and enterprises that are controlled by these individuals as well as certain persons performing similar functions.
(i) During the three and nine months ended October 31, 2024, the Company expensed or accrued professional fees of $2,551 and $44,791, respectively (three and nine months ended October 31, 2023 - $4,307 and $39,758, respectively) to Peterson McVicar LLP ("Peterson"). Dennis H. Peterson, a director of the Company, controls Peterson which provides legal services to the Company. As at October 31, 2024, Peterson was owed $nil (January 31, 2024 - $13,040) and this amount was included in due to related parties.
(ii) During the three and nine months ended October 31, 2024, the Company paid for compliance services and disbursements of $17,099 and $52,181, respectively (three and nine months ended October 31, 2023 - $17,677 and $55,442, respectively) to Marrelli Support Services Inc., and certain of its affiliates, together known as the "Marrelli Group" for (i) Marie-Josee Audet, an employee of the Marrelli Group, to act as the Chief Financial Officer of Angus, (ii) bookkeeping and office support, (iii) regulatory filing services, (iv) press release services, (v) corporate secretarial services, and (vi) corporate trust and transfer agent services. As at October 31, 2024, the Marrelli Group was owed $5,109 (January 31, 2024 - $18,502) and this amount is included in due to related parties.
(iii) During the three and nine months ended October 31, 2024, the Company expensed or accrued professional fees of $nil (three and nine months ended October 31, 2023 - $nil and $26,600, respectively) to Steve Burleton. Steve Burleton was appointed interim Chief Executive Officer of the Company from April 7, 2021 to July 10, 2023.
(iv) During the three and nine months ended October 31, 2024, the Company expensed or accrued salaries of $48,750 and $176,250, respectively (three and nine months ended October 31, 2023 - $46,250 and $58,109, respectively) to Breanne Beh. Breanne Beh was appointed President and Chief Executive Officer of the Company on July 10, 2023. As at October 31, 2024, Breanne Beh was owed $nil (January 31, 2024 - $18,278) and this amount was included in due to related parties.
(v) In connection with the offering on April 27, 2023, certain directors and officers of the Company subscribed to the offering for an aggregate of 680,000 flow-through common shares (refer to note 4(b)(i)).
(vi) Remuneration of directors and key management of the Company was as follows:
| Three Months Ended October 31, | Nine Months Ended October 31, | |||
|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |
| Remuneration of key management (iii) | $ - | $ - | $ - | $ 26,600 |
| Remuneration of key management included in exploration and evaluation expenditures (iv)(v) | $ 48,750 | $ 46,250 | $ 176,250 | $ 58,109 |
| Share-based payments | $ 239,043 | $ 302,282 | $ 654,761 | $ 551,448 |
The above related party transactions were in the normal course of operations and have been valued at fair value. The amounts owing to related parties are non-interest bearing, unsecured and due on demand.
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Angus Gold Inc.
Notes to Condensed Interim Financial Statements
Three and Nine Months Ended October 31, 2024
(Expressed in Canadian Dollars)
(Unaudited)
11. Commitments
Pursuant to the terms of flow-through share subscription agreements, the Company is in the process of complying with its contractual obligations with respect to the Income Tax Act (Canada) requirements for flow-through shares. As of October 31, 2024, the Company is committed to incurring approximately $6,634,000, in Canadian Exploration Expenditures (as this term is defined in the Income Tax Act (Canada)) by December 31, 2025 in connection with flow-through offerings. Refer also to Note 3.
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