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Eloro Resources Ltd. Interim / Quarterly Report 2023

Nov 29, 2022

44112_rns_2022-11-29_70d7c21b-7330-4b10-bb34-e4c73ed6f156.pdf

Interim / Quarterly Report

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Eloro Resources Ltd.

Condensed Interim Consolidated Financial Statements September 30, 2022 (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)

(expressed in Canadian dollars)
(unaudited)
As at As at
September 30, March 31,
Notes 2022 2022
$ $
Assets
Current
Cash and cash equivalents 8,787,063 9,437,277
Receivables 149,027 316,437
Marketable securities 20,700 17,250
Prepaid expenses 689,466 524,725
9,646,255 10,295,689
Right-of-use asset 3 188,487 210,663
Option payment advance 4 635,660 250,880
Exploration and evaluation 5 and 14 38,096,593 27,138,256
48,566,995 37,895,488
Liabilities
Current
Accounts payable and accrued liabilities 2,345,555 1,021,318
Currentportion of lease liability 6 41,139 39,686
2,386,694 1,061,004
Lease liabiity 6 155,649 176,588
2,542,343 1,237,592
Shareholders’ equity
Share capital 7 67,196,603 57,613,920
Warrants 7 10,270,244 8,889,045
Contributed surplus 7 13,473,396 10,502,025
Foreign currency reserve 103,558 146,713
Deficit (45,019,149) (40,493,806)
46,024,652 36,657,897
48,566,995 37,895,488
Commitments and contingencies 12
Subsequent event 14
Approved by the Board: Thomas Larsen Francis Sauve
Director Director

1

See accompanying notes to consolidated financial statements

Eloro Resources Ltd. Consolidated Statements of Loss and Comprehensive Loss

(expressed in Canadian dollars)

(unaudited)

3 months ended 3 months ended 6 months ended 6 months ended
September 30, September 30,
Notes 2022 2021 2022 2021
$ $ $ $
Expenses
Professional fees 87,639 32,870 164,566 149,802
Consulting fees 11 128,150 81,000 245,150 162,000
Financing bonus 11 150,000 - 150,000 -
Stock-based compensation 7 586,118 - 3,084,118 -
Investor relations and marketing 11 219,814 158,520 626,882 329,791
General and office 138,776 75,471 256,905 170,780
Travel 20,906 7,427 93,811 11,708
Depreciation 3 11,088 10,659 22,176 21,318
Accretion of interest 6 3,050 285 6,245 738
Foreign exchange loss (gain) 41,736 (81,031) 23,557 (34,663)
Unrealized loss (gain) on marketable securities - 2,150 (3,450) 7,750
Impairment of exploration and evaluation 5 - - 9,488 -
Refundable tax credit notices of assessment 8 (157,806) 15,000 (142,806) 30,000
Other income (11,300) (9,502) (11,300) (28,324)
1,218,170 292,850 4,525,343 820,899
Loss for the period (1,218,170) (292,850) (4,525,343) (820,899)
Other comprehensive income (loss) to be reclassified to
profit or loss in subsequent years (net of tax)
Currencytranslation adjustment (53,042) 4,330 (43,155) 20,444
Comprehensive loss for theperiod (1,271,212) (288,520) (4,568,498) (800,455)
Lossper share - basic and diluted (0.02) - (0.07) (0.01)
Weighted average number of shares outstanding -
basic and diluted 67,142,198 62,287,596 67,771,681 61,400,435

2

See accompanying notes to 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 7) (note 7) (note 7)
Balance, March 31, 2022 57,613,920 8,889,045 10,502,025 146,713 (40,493,806) 36,657,897
Bought deal financing 9,775,057 - - - - 9,775,057
Fair value of warrants issued (1,907,000) 1,907,000 - - - -
Fair value of compenation warrants issued (287,000) 287,000 - - - -
Exercise of warrants 1,866,387 - - - - 1,866,387
Fair value of exercised warrants 812,801 (812,801) - - - -
Exercise of stock options 170,500 - - - - 170,500
Fair value of exercised stock options 112,747 - (112,747) - - -
Share issue costs (960,809) - - - - (960,809)
Stock-based compensation - - 3,084,118 - - 3,084,118
Other comprehensive income for the period - - - (43,155) - (43,155)
Loss for theperiod - - - - (4,525,343) (4,525,343)
Balance, September 30, 2022 67,196,603 10,270,244 13,473,396 103,558 (45,019,149) 46,024,652
Balance, March 31, 2020 53,904,648 9,279,680 6,320,536 82,892 (33,387,782) 36,199,973
Exercise of warrants 680,215 - - - - 680,215
Fair value of exercised warrants 197,012 (197,012) - - - -
Exercise of stock options 175,000 - - - - 175,000
Fair value of exercised stock options 121,747 - (121,747) - - -
Share issue costs (4,992) - - - - (4,992)
Other comprehensive loss for the period - - - 20,444 - 20,444
Loss for theperiod - - - - (820,899) (820,899)
Balance, September 30, 2021 55,073,630 9,082,668 6,198,789 103,336 (34,208,682) 36,249,741

3

See accompanying notes to consolidated financial statements

Eloro Resources Ltd. Consolidated Statements of Cash Flows

(expressed in Canadian dollars)

(unaudited)

6 months ended 6 months ended
September 30,
2022 2021
$ $
Cash provided by (used in)
Operating activities
Loss for the period (4,525,343) (820,899)
Items not affecting cash
Depreciation 22,175 21,318
Accretion of interest 6,246 -
Stock-based compensation 3,084,118 -
Unrealized (gain) loss on marketable securities (3,450) 7,750
Impairment of exploration and evaluation 9,488 -
Changes in non-cash operating working capital
Receivables 167,410 (10,067)
Prepaid expenses (164,741) (261,135)
Accountspayable and accrued liabilities 1,324,237 (612,048)
(79,859) (1,675,080)
Financing activities
Repayment of lease liabilities (25,732) (22,440)
Bought deal financing 9,775,057 -
Share issue costs (960,809) (4,992)
Exercise of warrants 1,866,387 680,215
Exercise of stock options 170,500 175,000
10,825,403 827,783
Investing activities
Option payment advance (384,780) (250,880)
Exploration and evaluation (10,967,824) (6,448,102)
(11,352,604) (6,698,982)
Net increase in cash and cash equivalents (607,060) (7,546,279)
Cash and cash equivalents, beginning of period 9,437,277 28,266,056
Currency translation adjustment (43,155) 20,444
Cash and cash equivalents, end ofperiod 8,787,063 20,740,221

4

See accompanying notes to consolidated financial statements

Eloro Resources Ltd.

Notes to Condensed Interim Consolidated Financial Statements September 30, 2022

(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.

2. 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, 2022.

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, 2022.

These condensed interim consolidated financial statements were approved and authorized for issue by the Board of Directors on November 29, 2022.

3. Right-of-use asset

3.
Right-of-use asset
$
Right-of-use asset, March 31, 2022 and September 30, 2022 221,751
Accumulated depreciation, March 31, 2022 11,088
Depreciation 22,176
Accumulated depreciation, September 30, 2022 33,264
Balance, September 30, 2022 188,487

4. Option payment advance

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. 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. At September 30, 2022, the Company has made installment payments of US$500,000 (December 31, 2021 - US$200,000) on account of the option.

5. Exploration and evaluation

5.
Exploration and
evaluation
March 31, Acquisition September 30,
2022 cost Exploration Impairment 2022
$ $ $ $ $
Property
La Victoria 6,142,164 180,681 6,322,846
Iska Iska 20,996,092 517,320 10,260,336 31,773,747
Other 9,488 (9,488)
27,138,256 517,320 10,450,504 (9,488) 38,096,593

5

La Victoria, Peru

The Company owns an 82% interest in La Victoria (March 31, 2022 - 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.

Burgundy Diamond Mines Limited (“BDM”) owns an 18% interest in La Victoria and had an option to increase its interest to 25% (“Option”). In August 2021, BDM decided to maintain its interest at 18% and not to increase its interest to 25%, at which time, the Option expired and a joint venture, with the Company as operator, was formed to continue 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.

La Victoria is subject to a 2% net smelter royalty (“NSR”). The Company has the option to reduce the NSR to 1% by making a payment of $3,000,000.

Iska Iska

The Company owns a 98% interest in Minera Tupiza which has an option to acquire a 99% interest in Iska Iska, a polymetallic property consisting of one mineral concession totaling 900 hectares located in Bolivia. The Company also has a option to increase its interest in Minera Tupiza to 99% (see note 4, Option payment advance ). On October 14, 2020, the Company staked 9 additional properties covering 31,175 hectares.

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, issue common shares and make an option payment, as follows:

February 5, 2020 (issued)
January 6, 2022 (Issued)
January 6, 2024
Option
Common shares
payment
Number
$
US$
250,000
100,000

250,000
250,000



10,000,000
500,000
350,000
10,000,000

At September 30, 2022, the Company has made instalment payments of US$3,400,000 (December 31, 2021 US$3,000,000) on account of the Iska Iska option payment.

See note 14, Subsequent event, Iska Iska option payment .

6. Lease liabilities

6.
Lease liabilities
$
Balance, March 31, 2022 216,274
Accretion of interest 6,246
Lease payments (25,732)
Balance, September 30, 2022 196,788
Current portion of lease liabilities 41,139
Long-term lease liabilities 155,649
196,788

6

The lease for premises is a joint and several commitment with Cartier Iron Corporation, a company which owns 2,175,000 common shares of the Company and has three directors who are also directors of the Company.

The remaining lease term is 4.25 years.

7. 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.

Outstanding

Outstanding
Number
of common Amount
shares $
Balance, March 31, 2022 63,805,807 57,613,920
Bought deal financing 3,007,710 9,775,057
Fair value of warrants issued
Unit (1,907,000)
Compensation (287,000)
Share issue costs (960,809)
Exercise of warrants 2,700,448 1,866,387
Fair value of exercised warrants 812,801
Exercise of stock options 365,000 170,500
Fair value of exercised stock options 112,747
Balance, September30,2022 69,878,965 67,196,603

Bought deal financing

On May 19, 2022, the Company completed a bought deal financing of 3,007,710 units of at a price of $3.25 per unit for gross proceeds of $9,775,057. Each unit consisted of one common share one-half of one warrant, with each of the 1,503,855 whole warrants entitling the holder to purchase one common share for $4.75 until May 19, 2024. In connection with the financing, the Company paid a cash commission of $586,503 (representing 6% of the gross proceeds of the financing), issued 180,462 compensation warrants (representing 6% of the number of units issued pursuant to the financing) entitling the holder to purchase one common share for $3.25 until May 19, 2024.

The fair value of the unit warrants and compensation warrants was calculated using the Black-Scholes option pricing model with the following assumptions:


with the following assumptions:
Compensation
Unit warrants warrants
Issue date May 19, 2022 May 19, 2022
Expiry date May 19, 2024 May 19, 2024
Warrants issued 1,503,855 180,462
Exercise price $4.75 $3.25
Share price $3.25 $3.25
Risk-free interest rate 2.7% 2.7%
Expected volatility based on historical volatility 90% 90%
Expected life of warrants 2 years 2 years
Expected dividend yield 0% 0%
Fair value $1,907,000 $287,000
Fair value per warrant $1.27 $1.59

7

Warrants

A summary of the Company’s common share warrants outstanding at September 30, 2022 is presented below:

Weighted-average Number of
exercise price warrants
$
Balance, March 31, 2022 3.07 7,464,441
Issued 4.59 1,684,317
Exercised 0.68 (2,700,448)
Balance, September30,2022 4.45 6,448,310

A summary of the Company’s common share warrants outstanding at September 30, 2022 is presented below:

Number of
Exercise price Expiry date warrants
$2.00 January 5, 2023 968,470
$1.55 January 5, 2023 62,548
$5.25 March 26, 2023 3,335,000
$3.75 March 26, 2023 397,975
$4.75 May 19, 2024 1,503,855
$3.25 May 19, 2024 180,462
6,448,310

Stock options

The shareholders of the Company approved a new Long-term Incentive Plan (the “Plan”) at an annual and special meeting held on September 27, 2022. The Plan is currently awaiting TSX Venture Exchange approval. Upon the implementation of the Plan, all previously issued stock options and restricted share unit awards, which were granted pursuant to the Company’s stock option plan and Restricted Share Unit Plan respectively, will be governed by the Plan. The Plan permits the Board to make awards of stock options, restricted share units, performance share units and deferred share units. The maximum number of common shares for issuance under the Plan for stock options will not exceed 10% of the Company’s then issued and outstanding shares. The maximum number of common shares for issuance under the Plan for all other awards other than stock options will not exceed 10% of the Company’s issued and outstanding shares at the time of shareholder approval of the Plan.

The number of the common shares subject to each stock option grant, exercise price, vesting, expiry date and other terms and conditions are determined by the Board. The exercise price shall in no event be lower than the market price of the common shares on the grant date. Stock options shall be for a fixed term, not exceeding five years and unless otherwise specified, each stock option shall vest as to one third on each of the first through third anniversaries of the grant date

The number of the common shares subject to each stock option grant, exercise price, vesting, expiry date and other terms
and conditions are determined by the Board. The exercise price shall in no event be lower than the market price of the
common shares on the grant date. Stock options shall be for a fixed term, not exceeding five years and unless otherwise
specified, each stock option shall vest as to one third on each of the first through third anniversaries of the grant date
The number of the common shares subject to each stock option grant, exercise price, vesting, expiry date and other terms
and conditions are determined by the Board. The exercise price shall in no event be lower than the market price of the
common shares on the grant date. Stock options shall be for a fixed term, not exceeding five years and unless otherwise
specified, each stock option shall vest as to one third on each of the first through third anniversaries of the grant date
The number of the common shares subject to each stock option grant, exercise price, vesting, expiry date and other terms
and conditions are determined by the Board. The exercise price shall in no event be lower than the market price of the
common shares on the grant date. Stock options shall be for a fixed term, not exceeding five years and unless otherwise
specified, each stock option shall vest as to one third on each of the first through third anniversaries of the grant date
A summary of the Company’s stock options outstanding and exercisable at September 30, 2022 is presented below:
Number of
Weighted-average stock options
exercise price outstanding and
$ exercisable
Balance, March 31, 2022 2.57 5,015,000
Granted 3.68 1,000,000
Exercised 0.47 (365,000)
Balance, September 30, 2022 2.90 5,650,000

The common share price when the stock options were exercised was in the range of $4.49 - $4.71.

8

A summary of the Company’s stock options outstanding at September 30, 2022 is presented below:

Number of
stock options
outstanding
and
Exercise price Expiry date exercisable
$0.87 November 30, 2022 100,000
$0.70 June 12, 2023 35,000
$0.40 February 18, 2025 1,305,000
$0.60 June 9, 2025 655,000
$4.45 February 1, 2026 1,030,000
$4.65 March 3, 2027 1,525,000
$3.42 May 30, 2027 100,000
$3.59 June 6, 2027 750,000
$4.32 August 3, 2022 150,000
5,650,000

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 May 30, 2022 June 6, 2022 August 3, 2022
Expiry date May 30, 2027 June 6, 2027 August 3, 2027
Stock options granted 100,000 750,000 150,000
Exercise price $3.42 $3.59 $4.32
Share price $3.42 $3.59 $4.32
Risk-free interest rate 2.66% 3.09% 2.85%
Expected volatility based on historical volatility 86% 74% 87%
Expected life of stock options 5 years 5 years 5 years
Expected dividend yield 0% 0% 0%
Forfeiture rate 0% 0% 0%
Vesting On date of grant On date of grant On date of grant
Fair value $234,000 $1,853,000 $449,000
Fair value per stock option $2.34 $2.47 $2.99

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.


of the Company.

of the Company.
A summary of the number of the Company’s restricted share units outstanding at September 30, 2022 is presented below:
Vested Unvested
Total
Balance, March 31, 2022 2,350,000
2,350,000
Granted 750,000
750,000
Balance, September30,2022 3,100,000 3,100,000

On January 19, 2022, the Company granted 2,350,000 restricted share units to officers and consultants. The restricted share units have a redemption date of December 31, 2025 and vest as follows: (a) one-third on the date of filing of a National Instrument 43-101 (“NI 43-101”) compliant technical report in connection with the measurement of at least 300 million tonnes of inferred resources at Iska Iska; (b) one-third on the date of filing of a NI 43-101 compliant technical report in connection with the measurement of at least 500 million tonnes of inferred resources at Iska Iska; and (c) one-third on the date of filing of a NI 43-01 compliant technical report in connection with the completion of a positive prefeasibility study for Iska Iska. The fair value of the restricted share units granted was $7,919,500. No expense has been recognized as of September 30, 2022 due to inability to assess likelihood of vesting.

On June 6, 2022, the Company granted 750,000 restricted share units to a consultant. The restricted share units have a redemption date of June 6, 2025 and vest in 3 annual instalments. The fair value of the restricted share units granted was $2,692,500, which will be expensed over the 3-year vesting period. For the 6 months ended September 30, 2022, stockbased compensation is $548,472.

9

8. 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 filed notices of objection with respect to the Notices and pending resolution of the Notices, the Company made payments of $5,000 per month to Revenu Quebéc which were recorded in the consolidated statement of loss and comprehensive loss.

On August 5, 2022, the Company received notices of reassessment from Revenu Québec with respect to the Notices which reduced the amounts required to be repaid to $20,856 and resulted in the Company receiving a refund of $156,747.

9. 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

The fair value of accounts payable and accrued liabilities approximates its carrying value due to their short term to maturity.

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.

10. 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.

The Company’s limits its exposure to credit risk on its cash by holding its cash in deposits with a Canadian chartered bank.

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.

10

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.

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 September 30, 2022 had changed by 10%, with all other variables held constant, the unrealized gain (loss) would have decreased or increased by $2,070.

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.

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.

11. 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:


personnel are set out as follows:
Outstanding at Outstanding at
6 months ended September 30, September 30, March 31,
2022 2021 2022 2022
$ $ $ $
Exploration and evaluation 80,000 60,000 12,636
Consulting fees 214,500 162,000
Financing bonus 145,000
Investor relations 72,500 48,000 12,660
512,000 270,000 25,296

See note 6 for other related party transactions.

12. 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$451,556, of which, the Company is obligated to pay US$363,280 to BDM upon recovery. The remaining IGV of US$88,276 has been included in exploration and evaluation.

13. Segment information

The Company operates in one reportable segment being mineral exploration.

11

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 6,322,846
Bolivia 31,773,747
38,096,593

14. Subsequent event

Iska Iska option payment

On November 19, 2022, the Company made an instalment of US$1,000,000 on account of the Iska Iska option payment.

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