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Eloro Resources Ltd. — Interim / Quarterly Report 2021
Mar 1, 2021
44112_rns_2021-03-01_821eba71-fbe5-4f3f-8836-b6749bd2af6c.pdf
Interim / Quarterly Report
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Eloro Resources Ltd.
Condensed Interim Consolidated Financial Statements December 31, 2020 (expressed in Canadian dollars) (unaudited)
Management’s Comments on Unaudited Condensed Interim Consolidated Financial Statements
These unaudited condensed interim consolidated financial statements of Eloro Resources Ltd. (the “Company”) have been prepared by management and approved by the Board of Directors of the Company.
These unaudited condensed interim consolidated financial statements have not been reviewed by the Company’s external auditors.
Eloro Resources Ltd. Consolidated Statements of Financial Position
(expressed in Canadian dollars)
(unaudited)
| December 31, | March 31, | |||
|---|---|---|---|---|
| Notes | 2020 | 2020 | ||
| $ | $ | |||
| Assets | ||||
| Current | ||||
| Cash | 23,754 | 15,421 | ||
| Receivables | 34,251 | 17,025 | ||
| Marketable securities | 47,050 | 29,250 | ||
| Prepaid expenses | 187,347 | 55,264 | ||
| 292,401 | 116,959 | |||
| Right-of-use asset | 4 | 42,635 | 74,612 | |
| Exploration and evaluation | 5 | 6,835,813 | 5,111,674 | |
| 7,170,849 | 5,303,245 | |||
| Liabilities | ||||
| Current | ||||
| Accounts payable and accrued liabilities | 14 | 463,437 | 434,935 | |
| Advances from officers | 6 | 270,000 | - | |
| Due to Cartier Iron Corporation | 7 | - | 49,275 | |
| Currentportion of lease liabilities | 8 | 44,937 | 42,914 | |
| 778,374 | 527,123 | |||
| Lease liabilities | 8 | - | 33,913 | |
| 778,374 | 561,036 | |||
| Shareholders’ equity | ||||
| Share capital | 9 | 31,871,194 | 30,020,803 | |
| Warrants | 9 | 629,324 | 61,000 | |
| Contributed surplus | 3,608,761 | 3,314,486 | ||
| Foreign currency reserve | 74,539 | 68,984 | ||
| Deficit | (29,791,343) | (28,723,064) | ||
| 6,392,475 | 4,742,209 | |||
| 7,170,849 | 5,303,245 | |||
| Going concern | 2 | |||
| Commitments and contingencies | 16 | |||
| Subsequent events | 17 | |||
| Approved by the Board: | Thomas Larsen | Francis Sauve | ||
| Director | Director |
1
See accompanying notes to condensed interim consolidated financial statements
Eloro Resources Ltd. Consolidated Statements of Loss and Comprehensive Loss
(expressed in Canadian dollars)
(unaudited)
| 3 months ended | 3 months ended | 9 months ended | 9 months ended | ||
|---|---|---|---|---|---|
| December 31, | December 31, | ||||
| Notes | 2020 | 2019 | 2020 | 2019 | |
| $ | $ | $ | $ | ||
| Expenses | |||||
| Professional fees | 20,205 | 5,383 | 36,323 | 19,578 | |
| Consulting fees | 14 | 54,000 | 37,630 | 162,000 | 162,000 |
| Financing bonus | 14 | - | - | 30,000 | - |
| Stock-based compensation | 9 | - | - | 356,000 | - |
| Investor relations and marketing | 83,180 | 23,417 | 278,306 | 44,846 | |
| General and office | 21,650 | 51,210 | 87,436 | 107,229 | |
| Travel | - | 4,974 | 26,484 | 26,933 | |
| Depreciation | 4 | 10,659 | - | 31,977 | 21,318 |
| Interest | 8 | 835 | - | 2,877 | 3,270 |
| Financing fee | 10 | - | - | 30,000 | - |
| Foreign exchange loss | 31,533 | - | 49,086 | 11,733 | |
| Loss (gain) on sale of marketable securities | - | (13,720) | (5,805) | (23,130) | |
| Unrealized loss (gain) on marketable securities | 1,300 | 23,775 | (19,800) | 88,375 | |
| Impairment of exploration and evaluation | 5 | - | 16,748 | 528 | 27,255 |
| Pre-acquisition exploration and evaluation | - | 52,751 | - | 86,980 | |
| Refundable tax credit notices of assessment | 11 | 4,000 | 6,000 | 4,000 | 20,000 |
| Other | (1,132) | (1,309) | (1,132) | (7,348) | |
| 226,230 | 206,859 | 1,068,279 | 589,039 | ||
| Loss | (226,230) | (206,859) | (1,068,279) | (589,039) | |
| Other comprehensive income (loss) to be reclassified to | |||||
| profit or loss in subsequent years (net of tax) | |||||
| Currencytranslation adjustment | 31,020 | (28,843) | 5,555 | (29,500) | |
| Comprehensive loss | (195,210) | (235,702) | (1,062,724) | (618,539) | |
| Lossper share-basic and diluted | (0.00) | (0.01) | (0.02) | (0.02) | |
| Weighted average number of shares outstanding - | |||||
| basic and diluted | 47,755,655 | 36,642,883 | 45,630,625 | 36,896,807 |
2
See accompanying notes to condensed interim consolidated financial statements
Eloro Resources Ltd. Consolidated Statements of Changes in Equity
(expressed in Canadian dollars)
(unaudited)
| Foreign | ||||||
|---|---|---|---|---|---|---|
| Share | Contributed | currency | ||||
| capital | Warrants | surplus | reserve | Deficit | Total | |
| $ | $ | $ | $ | $ | $ | |
| (note 9) | (note 9) | |||||
| Balance, March 31, 2020 | 30,020,803 | 61,000 | 3,314,486 | 68,984 | (28,723,064) | 4,742,209 |
| Option payment | - | - | - | - | - | - |
| Private placement of units | 2,050,000 | - | - | - | - | 2,050,000 |
| Fair value of warrants issued | (601,000) | 601,000 | - | - | - | - |
| Fair value of broker warrants issued | (3,000) | 3,000 | - | - | - | - |
| Exercise of warrants | 293,300 | - | - | - | - | 293,300 |
| Fair value of exercised warrants | 35,676 | (35,676) | - | - | - | - |
| Exercise of stock options | 67,750 | - | - | - | - | 67,750 |
| Fair value of exercised stock options | 61,725 | - | (61,725) | - | - | - |
| Stock-based compensation | - | - | 356,000 | - | - | 356,000 |
| Share issue costs | (54,060) | - | - | - | - | (54,060) |
| Other comprehensive loss | - | - | - | 5,555 | - | 5,555 |
| Loss | - | - | - | - | (1,068,279) | (1,068,279) |
| Balance, December 31, 2020 | 31,871,194 | 629,324 | 3,608,761 | 74,539 | (29,791,343) | 6,392,475 |
| Balance, March 31, 2019 | 28,005,717 | 1,164,937 | 3,065,885 | 111,267 | (27,423,622) | 4,924,184 |
| Private placement of units | 500,000 | - | - | - | - | 500,000 |
| Fair value of warrants issued | (34,000) | 34,000 | - | - | - | - |
| Fair value of broker warrants issued | (1,000) | 1,000 | - | - | - | - |
| Fair value of expired warrants | 1,138,937 | (1,138,937) | - | - | - | - |
| Fair value of cancelled stock options | 79,428 | - | (79,428) | - | - | - |
| Share issue costs | (8,750) | - | - | - | - | (8,750) |
| Other comprehensive income | - | - | - | (29,500) | - | (29,500) |
| Loss | - | - | - | - | (589,039) | (589,039) |
| Balance, December 31, 2019 | 29,680,332 | 61,000 | 2,986,457 | 81,767 | (28,012,660) | 4,796,895 |
3
See accompanying notes to condensed interim consolidated financial statements
Eloro Resources Ltd. Consolidated Statements of Cash Flows
(expressed in Canadian dollars)
(unaudited)
| Eloro Resources Ltd. Consolidated Statements of Cash Flows (expressed in Canadian dollars) (unaudited) |
||
|---|---|---|
| 9 months ended | ||
| December 31, | ||
| 2020 | 2019 | |
| $ | $ | |
| Cash provided by (used in) | ||
| Operating activities | ||
| Loss | (1,068,279) | (589,039) |
| Items not affecting cash | ||
| Depreciation | 31,977 | 21,318 |
| Stock-based compensation | 356,000 | - |
| Loss on sale of marketable securities | (5,805) | (23,130) |
| Unrealized (gain) loss on marketable securities | (19,800) | 88,375 |
| Impairment of exploration and evaluation | 528 | 27,255 |
| Changes in non-cash operating working capital | ||
| Receivables | (17,226) | 5,344 |
| Prepaid expenses | (132,083) | (7,490) |
| Accountspayable and accrued liabilities | 28,502 | 10,478 |
| (826,186) | (466,888) | |
| Financing activities | ||
| Advances from officers | 270,000 | - |
| Advances from Cartier Iron Corporation | (49,275) | - |
| Repayment of lease liabilities | (31,890) | (19,908) |
| Private placement of units | 2,050,000 | 500,000 |
| Share issue costs | (54,060) | (8,750) |
| Exercise of warrants | 293,300 | - |
| Exercise of stock options | 67,750 | - |
| 2,545,825 | 471,342 | |
| Investing activities | ||
| Advances from Cartier Iron Corporation | - | 324,494 |
| Proceeds on sale of marketable securities | 7,805 | 28,630 |
| Exploration and evaluation | (1,724,667) | (284,998) |
| (1,716,862) | 68,125 | |
| Net increase in cash | 2,778 | 72,580 |
| Cash, beginning of period | 15,421 | 31,328 |
| Currency translation adjustment | 5,555 | (29,500) |
| Cash, end ofperiod | 23,753 | 74,408 |
4
See accompanying notes to condensed interim consolidated financial statements
Eloro Resources Ltd.
Notes to Condensed Interim Consolidated Financial Statements December 31, 2020
(expressed in Canadian dollars) (unaudited)
1. Nature of operations
Eloro Resources Ltd. (the “Company”) is a public company engaged in the exploration and development of a gold-silver property in Peru, a polymetallic property in Bolivia and base metal properties in Québec.
The Company was incorporated under the Business Corporations Act of Ontario on April 11, 1985 and its registered office is located at 20 Adelaide Street East, Suite 200, Toronto, Ontario, M5C 2T6.
Grant of interest in Minera Tupiza S.R.L.
On July 29, 2020, the Company granted a 2% interest in its wholly-owned Bolivian subsidiary, Minera Tupiza S.R.L. (“Minera Tupiza”) to an officer of Minera Tupiza (“Officer”). The Company has an option to increase its interest in Minera Tupiza to 99% by purchasing a 1% interest from the Officer for US$3,000,000. The Company also has the right of first refusal to acquire any property in Bolivia that the Officer finds or acquires until one year from the date that the Officer ceases to be an officer or owner of an interest in Minera Tupiza.
2. Going-concern
These condensed interim consolidated 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 is in the exploration stage and does not generate revenue. For the 9 months ended December 31, 2020, the Company recorded a loss of $1,068,279 (2019 - $589,039) and incurred a cashflow deficit from operations of $826,186 (2019 - $466,888). The losses and cashflow deficit limit the Company’s ability to fund its operations and the acquisition, exploration and development of its mineral resource properties.
The outbreak of the novel strain of coronavirus, specifically identified as COVID-19, has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and social distancing, have caused material disruption to businesses globally resulting in an economic slowdown. Global equity markets have experienced significant volatility and weakness. Governments and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions. The duration and impact of the COVID-19 outbreak is unknown at this time, as is the efficacy of the government and central bank interventions. It is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Company in future periods. To date, there has been no material impact on the Company.
The continued operation of the Company is dependent upon the Company’s ability to secure equity financing to meet its existing obligations and finance the acquisition, exploration and development of mineral resource properties. The Company is actively seeking to raise the necessary equity financing, however, there can be no assurance that additional equity financing will be available. These uncertainties may cast significant doubt upon the Company’s ability to continue as a going concern.
These condensed interim consolidated financial statements do not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses and balance sheet classifications that would be necessary if the going concern assumption was deemed inappropriate. Such adjustments could be material.
3. Basis of presentation
Statement of compliance
These condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting , using accounting policies consistent with International Financial Reporting Standards and its interpretations adopted by the International Accounting Standards Board.
The accounting policies used in these condensed interim consolidated financial statements are consistent with those disclosed in the Company’s audited consolidated financial statements for the year ended March 31, 2020.
5
These condensed interim consolidated financial statements do not include certain information and disclosures normally included in annual financial statements prepared in accordance with IFRS and should be read in conjunction with the Company’s annual financial statements for the year ended March 31, 2020.
These condensed interim consolidated financial statements were approved and authorized for issue by the Board of Directors on March 1, 2021.
4. Right-of-use asset
| 4. Right-of-use asset |
||
|---|---|---|
| December 31, | March 31, | |
| 2020 | 2020 | |
| $ | $ | |
| Right-of-use asset | 117,248 | 117,248 |
| Accumulated depreciation | (74,612) | (42,636) |
| 42,636 | 74,612 |
5. Exploration and evaluation
| March 31, 2020 | Expenditures | Impairment | December 31, 2020 | |
|---|---|---|---|---|
| $ | $ | $ | $ | |
| Property | ||||
| La Victoria | 4,928,529 | 173,096 | ‒ | 5,101,625 |
| Iska Iska | 183,145 | 1,551,043 | ‒ | 1,734,188 |
| Other | ‒ | 528 | (528) | ‒ |
| 5,111,674 | 1,724,667 | (528) | 6,835,813 |
La Victoria, Peru
The Company owns a 82% interest in La Victoria (March 31, 2020 - 82%), a gold-silver property covering 8,933 hectares, consisting of 9 concessions covering 3,533 hectares (Ccori Orcco 1, Roberto N°1, Rufina, Rufina N° 2, San Felipe 1, San Felipe 2, San Markito, Santa Ana 1 and Victoria-APB) and 7 claims covering 5,400 hectares (Romina 01, 02, 03, 04, 05, 06 and 07) in the Huandoval District, Pallasca Province, Ancash Department, in the North-Central Mineral Belt of Peru.
La Victoria is subject to a 2% net smelter royalty (“NSR”), of which, the Company has the option to reduce the NSR to 1% by making a payment of $3,000,000.
Grant of option for a 25% interest in La Victoria
Burgundy Diamond Mines Ltd. (“BDM”)(formerly EHR Resources Limited) owns an 18% interest in La Victoria and the Company has granted an option to BDM to increase its interest to 25%. The option agreement provides that BDM will have 45 days from the date that the Company receives all permits required to commence drilling at San Markito (“Notice Date”) to provide written notice of its intention to proceed to increase its interest to 25%, failing which, the option will expire. In order to increase its interest, BDM must incur exploration expenditures of $1,400,000 during the 9 months following the Notice Date.
Upon the earlier of BDM deciding to maintain an 18% interest in La Victoria or earning a 25% interest in La Victoria, a joint venture, with the Company as operator, will be formed to explore and develop La Victoria. If the Company or BDM does not fund its proportionate share of expenditures, its respective interest will be diluted and when its interest is diluted to less than 10%, the party’s interest shall be reduced to a 2% net smelter royalty on all production. The other party will have the option to reduce the royalty from 2% to 1% by making a payment of $3,000,000.
If either the Company or BDM acquires an interest in any property within 5 kilometres of La Victoria, the acquirer must offer the other party the opportunity to participate in the acquisition up to its participating interest.
In the event the Company or BDM proposes to sell any interest in La Victoria to a third party, the other party has a right of first refusal to match the terms and conditions of the proposed sale. In the event that the Company proposes to sell a majority of its interest in La Victoria to a third party, the Company must first consult with BDM about the identity of the third party and the proposed terms of sale and if the Company proceeds with the sale, BDM will be obliged to sell its interest to the third party on a pro rata basis in accordance with the terms of the sale to the third party.
6
Iska Iska
On January 6, 2020, the Company signed a Definitive Agreement for an option to acquire a 99% interest in Iska Iska, a silver-polymetallic property consisting of one mineral concession totaling 900 hectares located in Potosi Department, southern Bolivia. In order to acquire its interest in Iska Iska, the Company will conduct an exploration and development program in the 4 years ended January 6, 2024 and issue common shares and make an option payment, as follows:
| February 5, 2020 (issued) January 6, 2022 January 6, 2024 |
Option Common shares payment Number $ US$ 250,000 100,000 ‒ 250,000 ‒ ‒ ‒ ‒ 10,000,000 |
|---|---|
| 500,000 100,000 10,000,000 |
On October 14, 2020, the Company staked 9 additional properties covering 31,175 hectares.
6. Advances from officers
The advances from two officers are unsecured, non-interest bearing and due on demand. See note 17, Subsequent events, Repayment of advances from officers .
7. Due to Cartier Iron Corporation
The amount due to Cartier Iron Corporation (“Cartier”) was unsecured, non-interest bearing and due on demand. Three directors of the Company are directors of Cartier.
8. Lease liabilities
| 8. Lease liabilities |
|
|---|---|
| $ | |
| Balance, March 31, 2020 | 76,827 |
| Accretion of interest | 2,877 |
| Lease payments | (34,767) |
| Balance, December 31, 2020 | 44,937 |
| Lease liabilities | |
| Current | 44,937 |
| Long-term | ‒ |
| 44,937 |
The lease for premises is a joint and several commitment with Cartier. The remaining lease term is 1 year.
9. Share capital
Authorized
An unlimited number of common shares without par value.
An unlimited number of redeemable, voting, non-participating special shares without par value.
7
Outstanding
| Outstanding | ||
|---|---|---|
| Number | ||
| of common | Amount | |
| shares | $ | |
| Balance, March 31, 2020 | 39,742,262 | 30,020,803 |
| Private placement of units, May 20, 2020 | 2,200,000 | 550,000 |
| Fair value of warrants issued | ‒ | (110,000) |
| Fair value of finder’s warrants issued | ‒ | (2,000) |
| Private placement of units, June 9, 2020 | 5,000,000 | 1,500,000 |
| Fair value of warrants issued | ‒ | (491,000) |
| Fair value of finder’s warrants issued | ‒ | (1,000) |
| Exercise of stock options | 335,000 | 67,750 |
| Fair value of exercised stock options | ‒ | 61,725 |
| Exercise of warrants | 511,600 | 293,300 |
| Fair value of exercised warrants | ‒ | 35,676 |
| Share issue costs | ‒ | (54,060) |
| Balance, December 31, 2020 | 47,778,862 | 31,871,194 |
Private placements of units
On May 20, 2020, the Company completed a private placement of 2,200,000 units at a price of $0.25 per unit for proceeds of $550,000. Each unit consisted of one common share and one-half of one warrant, with each whole warrant entitling the holder to purchase one common share for $0.50 until November 20, 2021. In connection with the private placement, the Company paid a commission of $5,679 and issued 22,750 finder’s warrants with the same terms as the unit warrants. Directors and officers acquired 245,000 units.
On June 9, 2020, the Company completed a private placement of 5,000,000 units at a price of $0.30 per unit for proceeds of $1,500,000. Each unit consisted of one common share and one-half of one warrant, with each whole warrant entitling the holder to purchase one common share for $0.50 until June 9, 2022. In connection with the private placement, the Company paid a commission of $2,100 and issued 7,000 finder’s warrants with the same terms as the unit warrants.
In connection with the purchase of 4,500,000 units, the Company granted the right for the subscriber to maintain its percentage holding of common shares by participating in any private placement of common shares or units until June 9, 2023.
The fair value of the warrants was calculated using the Black-Scholes option pricing model with the following inputs and assumptions:
assumptions: |
||||
|---|---|---|---|---|
| Unit warrants | Finder’s warrants | Unit warrants | Finder’s warrants | |
| Issue date | May 20, 2020 | May 20, 2020 | June 9, 2020 | June 9, 2020 |
| Expiry date | November 20, 2021 | November 20, 2021 | June 9, 2022 | June 9, 2022 |
| Warrants issued | 1,100,000 | 22,750 | 2,500,000 | 7,000 |
| Exercise price | $0.50 | $0.50 | $0.50 | $0.50 |
| Share price | $0.30 | $0.30 | $0.38 | $0.38 |
| Risk-free interest rate | 0.30% | 0.30% | 0.30% | 0.30% |
| Expected volatility based on | 101% | 101% | 113% | 113% |
| historical volatility | ||||
| Expected life of warrants | 1.5 years | 1.5 years | 2 years | 2 years |
| Expected dividend yield | 0% | Nil | Nil | Nil |
| Forfeiture rate | 0% | Nil | Nil | Nil |
| Fair value | $110,000 | $2,000 | $491,000 | $1,000 |
| Fair value per warrant | $0.10 | $0.10 | $0.20 | $0.20 |
See note 17, Subsequent events, Bought deal financing and Subsequent events, Exercise of stock options and warrants.
Common shares issued to Tartisan on acquisition of La Victoria
On October 17, 2016, as part of the consideration to acquire La Victoria, the Company issued 6,000,000 common shares to Tartisan Nickel Corp. (“Tartisan”). At December 31, 2020, Tartisan held 3,300,000 common shares which are subject to the following terms:
8
-
a) effective April 17, 2018 until April 17, 2021, Tartisan will not sell more than 1,000,000 common shares during any 6- month period;
-
b) Tartisan will provide the Company with 45 days’ notice prior to any sale, during which time, the Company will have the right to identify purchasers for the common shares and have the right of first refusal to place the common shares pursuant to the terms of a mutually agreeable sale;
Stock options
The Company may grant stock options to directors, officers, employees and consultants for up to 10% of the issued and outstanding common shares. At December 31, 2020, the Company may grant up to 4,777,886 stock options (March 31, 2020 - 3,974,226). The exercise price for stock options will not be less than the market price of the common shares on the date of the grant, less any discount permissible under the rules of the TSXV. The maximum term for stock options will be 5 years and stock options granted will vest immediately.
A summary of the Company’s stock options outstanding and exercisable at December 31, 2020 is presented below:
| Number of | ||
|---|---|---|
| Weighted- | stock options | |
| average | outstanding | |
| exercise | and | |
| price | exercisable | |
| $ | ||
| Balance, March 31, 2020 | 0.48 | 3,680,000 |
| Granted | 0.60 | 1,005,000 |
| Exercised | 0.22 | (325,000) |
| Balance, December 31, 2020 | 0.53 | 4,360,000 |
A summary of the Company’s stock options outstanding at December 31, 2020 is presented below:
| Number of | ||
|---|---|---|
| stock options | ||
| outstanding | ||
| and | ||
| Exercise price | Expiry date | exercisable |
| $0.55 | January 27, 2022 | 1,150,000 |
| $0.77 | February 7, 2022 | 100,000 |
| $0.87 | November 30, 2022 | 200,000 |
| $0.70 | June 12, 2023 | 150,000 |
| $0.40 | February 18, 2025 | 1,755,000 |
| $0.60 | June 8, 2025 | 1,005,000 |
| 4,360,000 |
Grant of stock options
A summary of the stock options granted and the assumptions for the calculation of the fair value of those stock options using the Black-Scholes option pricing model is presented below:
| Date of grant | June 9, 2020 |
|---|---|
| Expiry date | June 9, 2025 |
| Stock options granted | 1,005,000 |
| Exercise price | $0.60 |
| Share price | $0.54 |
| Risk-free interest rate | 0.45% |
| Expected volatility based on historical volatility | 87% |
| Expected life of stock options | 5 years |
| Expected dividend yield | 0% |
| Forfeiture rate | 0% |
| Vesting | On date of grant |
| Fair value | $356,000 |
| Fair value per stock option | $0.35 |
See note 17, Subsequent events, Grant of stock options and Subsequent events, Exercise of stock options and warrants.
9
Warrants
A continuity of the Company’s warrants outstanding at December 31, 2020 is presented below:
| Weighted-average | Number of | |
|---|---|---|
| exercise price | warrants | |
| $ | ||
| Balance, March 31, 2020 | 0.53 | 1,411,400 |
| Issued | 0.50 | 3,629,750 |
| Exercised | 0.57 | (511,600) |
| Balance, December 31, 2020 | 0.50 | 4,529,550 |
| A summary of the Company’s warrants outstanding at December 31, 2020 is presented below: | ||
| Number of | ||
| Exercise price | Expiry date | warrants |
| $0.50 | May 26, 2021 | 550,585 |
| $0.50 | May 28, 2021 | 389,215 |
| $0.50 | November 20, 2021 | 1,107,750 |
| $0.50 | June 9, 2022 | 2,482,000 |
| 4,529,550 |
See note 17, Subsequent events, Bought deal financing.
Restricted share units
The Company may grant 3,200,000 restricted share units and in combination with all share compensation arrangements, including the Company’s stock option plan, will not exceed 20% of the issued and outstanding common shares in the capital of the Company. No restricted share units have been issued.
10. Financing fee
In the year ended March 31, 2020, a company, in which, three officers of the Company hold a minority interest, initially funded pre-acquisition costs for Iska Iska on behalf of the Company. In recognition of that assistance, the Company agreed to pay a financing fee of $30,000 to the company.
11. Income taxes
Refundable tax credit notices of assessment
On July 26, 2017, the Company received refundable tax credit notices of assessments from Revenu Québec for the repayment of $367,360 (“Notices”) for the return of refunds of $280,961, $25,217 and $7,766 received by the Company for the refundable tax credit on eligible exploration expenditures incurred in Québec in respect of 2013, 2014 and 2016, respectively and interest thereon of $53,416.
The Company has filed notices of objection with respect to the Notices and it is not yet possible for the Company to make any realistic prediction about the outcome of the Notices. Accordingly, no amount has been recorded as a liability in these consolidated financial statements.
Pending resolution of the Notices, the Company made payments on account of the assessments of $50,000 which were recorded in the consolidated statement of loss and comprehensive loss in prior years.
12. Determination of fair values
A number of the Company's accounting policies and disclosures require the determination of fair value, for both financial and non-financial assets and liabilities. Fair values have been determined for measurement and/or disclosure purposes based on the following methods. When applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.
Accounts payable and accrued liabilities and due to Cartier
The fair value of accounts payable and accrued liabilities and due to Cartier approximates their carrying value due to their short term to maturity.
10
Classification of fair value of financial instruments
The Company classified the fair value of its financial instruments measured at fair value according to the following hierarchy based on the amount of observable inputs used to value the instrument:
-
Level 1 - quoted prices in active markets for identical assets and liabilities;
-
Level 2 - inputs, other than the quoted prices included in Level 1, that are observable for the asset or liability, either directly or indirectly;
-
Level 3 - inputs for the asset or liability that are not based on observable market data.
Marketable securities are measured at fair value at Level 1 of the fair value hierarchy.
13. Financial risk management
The Company's activities expose it to a variety of financial risks that arise as a result of its exploration, development, production and financing activities, including credit risk, liquidity risk and market risk.
This note presents information about the Company's exposure to each of the above risks, the Company's objectives, policies and processes for measuring and managing risk, and the Company's management of capital. Further quantitative disclosures are included throughout these consolidated financial statements.
The Board of Directors oversees management's establishment and execution of the Company's risk management framework. Management has implemented and monitors compliance with risk management policies. The Company's risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to market conditions and the Company's activities.
Credit risk
Credit risk is the risk of financial loss to the Company if a counterparty to a financial instrument fails to meet its contractual obligations. Credit risk arises principally from the Company’s cash balances. The maximum exposure to credit risk is equal to the balance of cash and due from Cartier.
The Company’s limits its exposure to credit risk on its cash by holding its cash in deposits with high credit quality Canadian chartered banks.
Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting its financial liabilities that are settled in cash or other financial assets. The Company’s approach to managing liquidity risk is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities as they come due. The amounts for accounts payable and accrued liabilities are subject to normal trade terms.
The Company has no revenues and relies on financing primarily through the issuance of equity to finance its on-going and planned exploration activities and to cover administrative costs (note 2).
Market risk
Market risk is the risk that changes in market prices, such as equity prices, foreign exchange rates, and interest rates will affect the Company’s income or the value of its financial instruments. The Company is exposed to equity price risk with respect to marketable securities. The Company’s approach to managing equity price risk is to optimize the return from its marketable securities within acceptable parameters for equity price risk. The Company estimates that if the fair value of its marketable securities as at December 31, 2020 had changed by 10%, with all other variables held constant, the unrealized gain (loss) would have decreased or increased by $4,705.
Interest rate risk
The Company’s exposure to interest rate risk is limited due to the short-term nature of its financial instruments and the Company has no interest-bearing debt.
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Capital management
Capital of the Company consists of share capital, warrants, contributed surplus, foreign currency reserve and deficit. The Company’s objective when managing capital is to safeguard the Company’s ability to continue as a going concern so that it can acquire, explore and develop mineral resource properties for the benefit of its shareholders. The Company manages its capital structure and makes adjustments based on the funds available to the Company in light of changes in economic conditions. The Board of Directors has not established quantitative return on capital criteria for management, but rather relies on the expertise of the Company’s management to sustain the future development of the Company. In order to facilitate the management of its capital requirements, the Company prepares annual expenditure budgets that consider various factors, including successful capital deployment and general industry conditions. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.
The Company’s principal source of capital is from the issue of common shares. In order to achieve its objectives, the Company intends to raise additional funds as required.
The Company is not subject to externally imposed capital requirements and there were no changes to the Company’s approach to capital management during the year.
14. Related party transactions
Compensation of key management personnel
The Company considers its directors and officers to be key management personnel. Transactions with key management personnel are set out as follows:
| Outstanding at | ||||
|---|---|---|---|---|
| 9 months ended | December 31, | December 31, | March 31, | |
| 2020 | 2019 | 2020 | 2020 | |
| $ | $ | $ | $ | |
| Consulting fees | 162,000 | 162,000 | 116,027 | 119,467 |
| Financing bonus | 30,000 | ‒ | 37,500 | 15,000 |
| Stock-based compensation | 205,455 | ‒ | ‒ | ‒ |
| 397,455 | 162,000 | 153,527 | 134,467 |
See notes 6, 7, 8 and 10 for other related party transactions and notes 9 and 17 for details of stock options granted to directors and officers.
15. Commitments and contingencies
Value-added tax
In Peru, the Company has paid a value added tax, Impuesto General a las Ventas (“IGV”), on the purchase of goods and services which may be recovered against IGV collected on sales by the Company. The Company has paid IGV of US$373,441, of which, the Company is obligated to pay US$352,079 to EHR upon recovery. The remaining IGV of US$21,632 has been included in exploration and evaluation.
16. Segment information
The Company operates in one reportable segment being mineral exploration.
As the Company is focused on exploration, the Board monitors the Company based on actual versus budgeted exploration expenditure incurred by project. The internal reporting framework is the most relevant to assist the Board with making decisions regarding this Company and its ongoing exploration activities, while also taking into consideration the results of exploration work that has been performed to date.
The Company operates in Peru and Bolivia:
| The Company operates in Peru and Bolivia: | |
|---|---|
| Location of non-current assets | $ |
| Peru | 5,101,625 |
| Bolivia | 1,734,188 |
| 6,835,813 |
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17. Subsequent events
Bought deal financing
On January 5, 2021, the Company completed a bought deal financing of 4,080,660 units of at a price of $1.55 per unit for gross proceeds of $6,325,023. Each unit consists of one common share one-half of one warrant, with each of the 2,040,330 whole warrants entitling the holder to purchase one common share for $2.00 until January 5, 2023. In connection with the financing, the Company paid a cash commission of $442,752 (representing 7% of the gross proceeds of the financing) and 285,646 compensation warrants (representing 7% of the number of units issued pursuant to the financing) entitling the holder to purchase one common share for $1.55 until January 5, 2023.
Repayment of advances from officers
On January 6, 2021, the Company repaid the advances of $270,000 due to two officers.
Grant of stock options
On February 1, 2021, the Company granted 1,030,000 stock options to directors, officers, employees and consultants, entitling the holder to purchase one common share for $4.45 until February 1, 2026.
Exercise of stock options and warrants
Subsequent to December 31, 2020, the Company received $345,000 on the exercise of stock options and $1,631,089 on the exercise of warrants.
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