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Evergold Corp. — Interim / Quarterly Report 2021
May 26, 2021
47813_rns_2021-05-25_d5acead3-5834-4106-937b-8cbc9417027c.pdf
Interim / Quarterly Report
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Evergold Corp.
Condensed Financial Statements For the 3 months ended March 31, 2021 and 2020
Page 1
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CONDENSED FINANCIAL STATEMENTS
For the 3 Months Ended March 31, 2021 and 2020
Evergold Corp. Condensed Statements of Financial Position
(Expressed in Canadian dollars) (unaudited)
Assets Current Cash HST receivable Prepaid expenses and deposits |
As at As at March 31 December 31 2021 2020 $ $ 7,038,529 214,285 37,963 19,734 114,021 112,956 7,190,513 346,975 64,000 57,000 7,254,513 403,975 121,920 189,568 11,894,180 6,655,462 2,965,761 829,493 1,013,130 603,233 (8,740,478) (7,873,781) 7,132,593 214,407 7,254,513 403,975 |
|---|---|
| Total current assets Reclamation bond (note 4) |
|
| Total assets | |
| Liabilities Current Accounts payable and accrued liabilities (note 10) |
|
| Shareholders’ equity Share capital (note 6) Warrants (note 6) Contributed surplus (note 6) Retained deficit |
|
| Total shareholders'equity | |
| Total liabilities and shareholders' equity |
The accompanying notes are an integral part of these financial statements.
Approved by the Board of Directors and authorized for issue on May 25, 2021.
| (signed) Kevin M. Keough | (signed) Rosie Moore |
|---|---|
| Director | Director |
| Going concern (note 1) | |
| Commitments and contingencies (note 12) | |
| Subsequent events (note 13) |
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CONDENSED FINANCIAL STATEMENTS
For the 3 Months Ended March 31, 2021 and 2020
Evergold Corp. Condensed Statements of Loss and Comprehensive Loss
(Expressed in Canadian dollars) (unaudited)
Operating expenses Exploration expenditures (note 5) Management and consulting fees (note 10) Share-based compensation (note 6) Professional fees General and administrative |
3 months ended March 31 |
|---|---|
| 2021 2020 |
|
| $ $ |
|
| 220,318 76,544 |
|
| 57,750 57,500 |
|
| 409,897 33,234 |
|
| 51,438 17,872 |
|
| 127,294 183,392 |
|
| 866,697 368,542 |
|
| Loss from operations Interest income |
|
| (866,697) (368,542) |
|
| - - |
|
| Income before taxes Tax expense |
(866,697) (368,542) |
| - - |
|
| Loss and comprehensive loss for the period Loss per share – basic and diluted Weighted average number of shares – basic and diluted |
(866,697) (368,542) |
| (0.02) (0.01) |
|
| 50,861,444 27,631,165 |
The accompanying notes are an integral part of these financial statements
Page 3
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CONDENSED FINANCIAL STATEMENTS
For the 3 Months Ended March 31, 2021 and 2020
Evergold Corp. Condensed Statements of Changes in Shareholders’ Equity
(Expressed in Canadian dollars) (unaudited)
| Balance, December 31, 2020 Issuance of shares in private placement Issuance of warrants Share issuance costs Issuance of shares pursuant to exercise of warrants Exercise of warrants Share-based compensation Net loss |
Number of Shares Share Capital Amount $ Warrants Reserve $ Contributed Surplus $ Deficit $ Total $ |
|---|---|
| 35,624,764 6,655,462 829,493 603,233 (7,873,781) 214,407 |
|
| 37,954,546 5,990,000 2,010,000 - - 8,000,000 |
|
| - (287,008) 287,008 - - - |
|
| - (484,298) (156,341) - - (640,639) |
|
| 62,500 15,625 - - - 15,625 |
|
| - 4,399 (4,399) - - - |
|
| - - - 409,897 - 409,897 |
|
| - - - - (866,697) (866,697) |
|
| Balance, March 31, 2021 | 73,641,810 11,894,180 2,965,761 1,013,130 (8,740,478) 7,132,593 |
| Number of Shares |
Share Capital Amount $ |
Warrants Reserve $ |
Contributed Surplus $ |
Deficit $ |
Total $ |
||
|---|---|---|---|---|---|---|---|
| Balance at December 31, 2019 | 27,621,467 | 3,477,632 |
883,304 | 123,231 | (2,154,286) | 2,329,881 | |
| Issuance of shares pursuant to the | |||||||
| exercise of warrants | 16,347 | 3,270 |
- | - | - | 3,270 | |
| Exercise of warrants | 1,295 | (1,295) | - | - | - | ||
| Share-based compensation | - | - |
- | 33,234 | - | 33,234 | |
| Net loss | - | - | - | - | (368,542) | (368,542) | |
| Balance, March 31, 2020 | 27,637,814 | 3,482,197 |
882,009 |
156,465 |
(2,522,828) |
1,997,843 |
The accompanying notes are an integral part of these financial statements.
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CONDENSED FINANCIAL STATEMENTS
For the 3 Months Ended March 31, 2021 and 2020
Evergold Corp. Condensed Statements of Cash Flows
(Expressed in Canadian dollars)
(unaudited)
Cash provided by (used in) Operating activities Loss for the year Items not affecting cash Share-based compensation Changes in non-cash working capital: HST receivable Prepaid expenses and deposits Accounts payable and accrued liabilities |
3 months ended March 31 2021 2020 $ $ (866,697) (368,542) 409,897 33,235 (18,228) (19,724) (1,065) (20,435) (67,649) (8,755) (543,742) (384,221) 8,000,000 - (640,639) - 15,625 3,270 7,374,986 3,270 (7,000) - 6,824,244 (380,951) 214,285 2,247,406 7,038,529 1,866,455 |
|---|---|
| Net cash used in operating activities | |
| Financing activities Proceeds from the issuance of shares Share issuance costs Proceeds from the exercise of warrants |
|
| Net cash from financing activities | |
| Investing activities Posting of reclamation deposit |
|
| Net increase (decrease) in cash and cash equivalents Cash and cash equivalents, beginning of year |
|
| Cash and cash equivalents, end of year |
The accompanying notes are an integral part of these financial statements.
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NOTES TO THE CONDENSED FINANCIAL STATEMENTS
For the 3 Months Ended March 31, 2021 and 2020
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Notes to the Condensed Financial Statements
1. NATURE AND CONTINUANCE OF OPERATIONS AND GOING CONCERN
Evergold Corp. (the "Company" or “Evergold”) was formed on October 30, 2015 and became a reporting issuer through an Initial Public Offering (“IPO”) on the TSX Venture Exchange (“TSXV”) on October 4, 2019. The Company’s registered and records office is located at 18 King Street East, Suite 902, Toronto, Ontario, Canada M5C 1C4.
These financial statements were approved by the Board of Directors on May 25, 2021.
The Company is in the process of exploring its mineral properties and has not yet determined whether these properties contain ore reserves that are economically recoverable. The recoverability of the amounts expended on exploration properties is dependent upon the discovery of economically recoverable reserves, the preservation of the Company’s interest in the underlying mineral claims, the ability of the Company to obtain financing necessary to complete development of the properties, and the future profitable production therefrom or alternatively upon the Company’s ability to dispose of its interests on an advantageous basis.
Although the Company has taken customary steps to verify title to the properties on which it is conducting exploration and in which it has an interest, in accordance with industry standards for the current stage of exploration of such properties, these procedures do not guarantee the Company's title. Property title may be subject to unregistered prior agreements and non-compliance with regulatory requirements.
As at March 31, 2021, the Company had a deficit of $8,740,478 (December 31, 2020 - $7,873,781) and working capital of $7,068,593 (December 31, 2020 - $157,407). In mid-January 2021, the Company accepted a bought deal financing for gross proceeds of $8,000,000, which closed on February 23, 2021. The underwriter purchased a total of 17,500,000 hard dollar units (“HD Units”) at a price of $0.20 per HD Unit for gross proceeds of $3,500,000 and 20,454,546 flow-through units (“FT Units”) at a price of $0.22 per FT Unit for gross proceeds of $4,500,000. Each FT Unit consisted of one common share of the Company and one-half of one transferable common share purchase warrant. Each HD Unit consisted of one common share of the Company and one Warrant. Each whole Warrant entitles the holder to purchase one common share of the Company at an exercise price of $0.30 for a period of 3 years.
Beyond its capital requirements for the short and medium terms, which management believes have been met with the net proceeds of the February 23, 2021 financing, the Company will in future require additional capital to support its future exploration activities. There can be no assurance that it will be able to raise this capital. However, management has shown itself capable of securing financing and advancing corporate plans and shareholder interests through uniquely challenging circumstances, and believes it can continue to do so.
2. BASIS OF PREPARATION
Statement of compliance:
These condensed interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) applicable to the preparation of interim financial statements, including International Accounting Standard (“IAS”) 34, “Interim Financial Reporting”. The policies set out in the Company’s annual financial statements for the year ended December 31, 2020 were consistently applied to all periods presented unless otherwise noted below.
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NOTES TO THE CONDENSED FINANCIAL STATEMENTS
For the 3 Months Ended March 31, 2021 and 2020
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2. BASIS OF PREPARATION (CONTINUED)
Basis of measurement:
These financial statements have been prepared on the historical cost basis except for those financial instruments carried at fair value. In addition, these financial statements are prepared using the accrual basis of accounting except for cash flow information.
Basis of preparation:
These financial statements have been prepared on the basis of a going concern which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of operations rather than through a process of forced liquidation. These financial statements do not include the adjustments that would be necessary should the Company be unable to continue as a going concern; such adjustments could be material.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accounting policies set out below have been applied in preparing the financial statements for the three months ended March 31, 2021 and 2020.
Functional and presentation currency:
The Company’s presentation and functional currency is the Canadian dollar. In addition to its Canadian mineral properties, upon which it currently conducts the bulk of its exploration activities, the Company also has operations in the state of Nevada, USA. Transactions in currencies other than the functional currency are recorded at the rates of exchange prevailing on the dates of transactions. At the end of each reporting period, monetary assets and liabilities that are denominated in foreign currencies are translated at the rates prevailing at that date. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated. Foreign exchange gains and losses resulting from the settlement of such transactions and from the re-measurement of monetary items at period end exchange rates are recognized in the statements of loss.
Cash and cash equivalents:
Cash includes cash on hand and balances with banks. Cash equivalents include investments with original maturities of ninety days or less. The Company has not held cash equivalents to March 31, 2021.
Income taxes:
Income tax expense consists of current and deferred tax expense. Current and deferred tax are recognized in profit or loss except to the extent that they relate to items recognized directly in equity or other comprehensive income. Current tax is recognized and measured at the amount expected to be recovered from or payable to the taxation authorities based on the income tax rates enacted or substantively enacted at the end of the reporting period and includes any adjustment to taxes payable in respect of previous years. Deferred tax is recognized on any temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable earnings. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the asset is realized and the liability is settled. The effect of a change in the enacted or substantively enacted tax rates is recognized in the statements of loss or in equity depending on the item to which the adjustment relates.
Deferred tax assets are recognized to the extent future recovery is probable. At the end of each reporting period, deferred tax assets are reduced to the extent that it is no longer probable that sufficient taxable earnings will be available to allow all or part of the asset to be recovered.
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NOTES TO THE CONDENSED FINANCIAL STATEMENTS
For the 3 Months Ended March 31, 2021 and 2020
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3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Loss per share:
Loss per share is based on the weighted average number of common shares of the Company outstanding during the period. The diluted loss per share reflects the potential dilution of common share equivalents, such as outstanding stock options and warrants, in the weighted average number of common shares outstanding during the period, if dilutive. In the Company’s case, diluted loss per share is the same as basic loss per share for the periods presented as any warrants or options issued were determined to be antidilutive for the three months ended March 31, 2021 and 2020.
Financial instruments:
Financial assets and financial liabilities that are purchased and incurred with the intention of generating profits in the near term are measured at fair value through profit or loss (“FVTPL”). These instruments are measured at fair value with subsequent changes in fair value recognized in the statements of loss. The Company’s cash equivalents and short-term investments are classified as FVTPL.
Items classified as financial assets are measured at amortized cost using the effective interest method. Any gains or losses on the realization of loans and receivables are recognized in the statements of loss. The Company’s cash and loan receivables are classified as financial assets at amortized cost. The estimated fair values of these financial instruments approximate their carrying values because of the limited terms of these instruments.
Financial liabilities that are not measured at fair value through profit or loss are carried at amortized cost using the effective interest method. Any gains or losses arising from the realization of other financial liabilities are recognized in the statements of loss. The Company has classified accounts payable and accrued liabilities as other financial liabilities at amortized cost. Due to their short-term natures, the fair values of these financial instruments approximate their carrying values.
The Company classifies its fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels: (a) quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1); (b) inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices) (Level 2); and (c) inputs for the asset or liability that are not based on observable market data (unobservable inputs) (Level 3). At March 31, 2021 and December 31, 2020, no financial instruments were carried at fair value.
Impairment of financial assets:
Financial assets are assessed for indicators of impairment at the end of each reporting period. Financial assets are impaired when there is objective evidence that the estimated future cash flows of the assets have been negatively impacted. The amount of the loss is measured as the difference between the asset’s carrying amount and the present value of the estimated future cash flows discounted at the financial asset’s original effective interest rate. The carrying amount of the asset is reduced by the amount of the impairment and the loss is recognized in the statements of loss.
If in a subsequent period, the amount of impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed to the extent that the carrying value of the asset does not exceed what the amortized cost would have been had the impairment not been recognized. Any subsequent reversal of an impairment loss is recognized in the statements of loss.
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NOTES TO THE CONDENSED FINANCIAL STATEMENTS
For the 3 Months Ended March 31, 2021 and 2020
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3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Impairment of non-financial assets:
The carrying value of non-financial assets is assessed for impairment when indicators of such impairment exist. If any indication of impairment exists an estimate of the asset’s recoverable amount is calculated. The recoverable amount is determined as the higher of the fair value less costs to sell for the asset and the asset’s value in use.
Impairment is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. If this is the case, the individual assets of the Company are grouped together into cash generating units (“CGUs”) for impairment purposes. Such CGUs represent the lowest level for which there are separately identifiable cash inflows that are largely independent of the cash flows from other assets or other groups of assets. This generally results in the Company evaluating its non-financial assets on a geographical or license basis.
If the carrying amount of the asset or CGU exceeds its recoverable amount, the asset or CGU is impaired and an impairment loss is charged to the statement of loss so as to reduce the carrying amount to its recoverable amount.
An assessment is made at the end of each reporting period as to whether there is any indication that previously recognized impairment losses may no longer exist or may have decreased. If such indication exists, the Company makes an estimate of the recoverable amount.
A previously recognized impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognized. If this is the case, the carrying amount of the asset is increased to its recoverable amount. The increased amount cannot exceed the carrying amount that would have been determined, net of amortization, had no impairment loss been recognized for the asset in prior years. Such reversal is recognized in the statements of loss.
Share-based payments:
Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of the equity instruments at the grant date. Details regarding the determination of the fair value of equity settled share-based transactions are set out in the stock option note.
The fair value is measured at the grant date and each tranche is recognized on a graded-vesting basis over the period in which options vest. At the end of each reporting period, the Company revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognized in the statement of loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to contributed surplus.
Equity-settled share-based payment transactions with parties other than employees are measured at the fair value of the goods or services received, except where that fair value cannot be estimated reliably, in which case they are measured at the fair value of the equity instruments granted, measured at the date the entity obtains the goods or the counterparty renders the service.
Interests in exploration properties and exploration expenditures:
Exploration and evaluation costs are expensed as incurred and included in profit or loss until technical feasibility and commercial viability of extraction of reserves are demonstrable. Once a mine development decision has been made by the Company, subsequent expenditures incurred to develop the mine are capitalized to mineral properties.
Exploration expenditures include costs to acquire exploration properties, and costs to explore and evaluate exploration properties.
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NOTES TO THE CONDENSED FINANCIAL STATEMENTS
For the 3 Months Ended March 31, 2021 and 2020
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3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Equipment:
Equipment is measured at cost less accumulated depreciation and accumulated impairment losses. The cost of equipment comprises its purchase price, any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management and the estimated decommissioning and restoration costs associated with the asset. Equipment is depreciated on a diminishing balance basis at 20% per year.
Provisions:
General
Provisions are recognized when (a) the Company has a present obligation (legal or constructive) as a result of a past event, and (b) it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. The expense relating to any provision is presented in the statements of loss, net of any reimbursement. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.
Rehabilitation provision
The Company records the present value of estimated costs of legal and constructive obligations required to restore operating locations in the period in which the obligation is incurred. The nature of these restoration activities includes dismantling and removing structures, dismantling operating facilities, and restoration, reclamation and re-vegetation of affected areas.
The obligation generally arises when the asset is installed or the ground / environment is disturbed at the exploration or production location. When the liability is initially recognized, the present value of the estimated cost is capitalized by increasing the carrying amount of the related exploration and evaluation asset to the extent that it was incurred prior to the production of related ore. Over time, the discounted liability is increased for the change in present value based on the discount rates that reflect current market assessments and the risks specific to the liability. The periodic unwinding of the discount is recognized in the statement of loss as a finance cost. Additional disturbances or changes in rehabilitation costs are recognized as additions or charges to the corresponding assets and rehabilitation liability when they occur. For closed sites, changes to estimated costs are recognized immediately in the statement of loss.
The Company does not currently have any such significant legal or constructive obligations and therefore no decommissioning liabilities have been recorded as at March 31, 2021 and December 31, 2020.
Critical judgements and estimation uncertainties:
The preparation of financial statements in conformity with IFRS requires the Company’s management to make judgements, estimates and assumptions about future events that affect the amounts reported in the financial statements and related notes to the financial statements. Although these estimates are based on management’s best knowledge of the amount, event or actions, actual results may differ from those estimates and these differences could be material.
The areas which require management to make significant judgements, estimates and assumptions in determining carrying values include, but are not limited to:
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NOTES TO THE CONDENSED FINANCIAL STATEMENTS
For the 3 Months Ended March 31, 2021 and 2020
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3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Estimation of decommissioning and restoration costs and the timing of expenditure
Decommissioning, restoration and similar liabilities are estimated based on the Company’s interpretation of current regulatory requirements, constructive obligations and are measured at fair value. Fair value is determined based on the net present value of estimated future cash expenditures for the settlement of decommissioning, restoration or similar liabilities that may occur upon decommissioning of the mine. Such estimates are subject to change based on changes in laws and regulations and negotiations with regulatory authorities.
Income, value added, withholding and other taxes
The Company is subject to income, value added, withholding and other taxes. Significant judgement is required in determining the Company’s provisions for such taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Company recognizes liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. The determination of the Company’s income, value added, withholding and other tax liabilities requires interpretation of complex laws and regulations. The Company’s interpretation of taxation law as applied to transactions and activities may not coincide with the interpretation of the tax authorities. All tax related filings are subject to government audit and potential reassessment subsequent to the financial statement reporting period. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the tax related accruals and deferred income tax provisions in the period in which such determination is made.
Share-based payments and warrants
Management determines the value of any share-based payments using market-based valuation techniques such as the Black-Scholes model outlined in note 6. The fair value of the market-based and performancebased share awards are determined at the date of grant using generally accepted valuation techniques. Assumptions are made and judgement used in applying valuation techniques. These assumptions and judgements include estimating the future volatility of the stock price, expected dividend yield, future employee turnover rates and future employee stock option exercise behaviours and corporate performance. Warrants are valued using a similar approach. Such judgements and assumptions are inherently uncertain. Changes in these assumptions affect the fair value estimates.
Going concern – see note 1
New IFRS adopted:
On January 1, 2020, the Company adopted certain new IFRS, amendments and interpretations to existing standards. There was no impact to the financial statements as a result of the adoption of these new standards.
IAS 1 – Presentation of Financial Statements (“IAS 1”) and IAS 8 – Accounting Policies, Changes in Accounting Estimates and Errors (“IAS 8”) were amended in October 2018 to refine the definition of materiality and clarify its characteristics.
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NOTES TO THE CONDENSED FINANCIAL STATEMENTS
For the 3 Months Ended March 31, 2021 and 2020
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3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
In connection with the issuance of flow-through shares in 2020, the Company adopted the following policy:
Flow-Through Shares:
Flow-through shares are a unique Canadian tax incentive. The Company has adopted a policy whereby flow-through proceeds are allocated between the offering of the common shares and the sale of tax benefits when the common shares are offered. The allocation is made based on the difference between the quoted price of the common shares and the amount the investor pays for the flow-through shares. A liability is recognized for the premium paid by the investors and is then derecognized in the period of renunciation. The recognition of a deferred income tax liability upon renunciation of the flow through expenditure is recorded as income tax expense in the period of renunciation. Any difference between the amount of the liability component derecognized and deferred income tax liability recognized is recorded in the statement of loss.
Future accounting standards not yet effective :
Certain pronouncements were issued by the IASB or the IFRIC that are mandatory for accounting periods commencing on or after January 1, 2021. Many are not applicable or do not have a significant impact to the Company and have been excluded. The following have not yet been adopted and are being evaluated to determine their impact on the Company.
IAS 1 – Presentation of Financial Statements (“IAS 1”0 was amended in January 2020 to provide a more general approach to the classification of liabilities under IAS 1 based on the contractual arrangements in place at the reporting date. The amendments clarify that the classification of liabilities as current or noncurrent is based solely on a company’s right to defer settlement at the reporting date. The right needs to be unconditional and must have substance. The amendments also clarify that the transfer of a company’s own equity instruments is regarded as settlement of a liability, unless it results from the exercise of a conversion option meeting the definition of an equity instrument. The amendments are effective for annual periods beginning on January 1, 2023.
IAS 37 – Provisions, Contingent Liabilities, and Contingent Assets (“IAS 37”) was amended. The amendments clarify that when assessing if a contract is onerous, the cost of fulfilling the contract includes all costs that relate directly to the contract – i.e. a full-cost approach. Such costs include both the incremental costs of the contract (i.e. costs a company would avoid if it did not have the contract) and an allocation of other direct costs incurred on activities required to fulfill the contract – e.g. contract management and supervision, or depreciation of equipment used in fulfilling the contract. The amendments are effective for annual periods beginning on January 1, 2022.
IAS 16 – Property, Plant and Equipment (“IAS 16”) was amended. The amendments introduce new guidance, such that the proceeds from selling items before the related property, plant and equipment is available for its intended use can no longer be deducted from the cost. Instead, such proceeds are to be recognized in profit or loss, together with the costs of producing those items. The amendments are effective for annual periods beginning on January 1, 2022.
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NOTES TO THE CONDENSED FINANCIAL STATEMENTS
For the 3 Months Ended March 31, 2021 and 2020
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4. RECLAMATION BONDS
The Company posts reclamation bonds with the B.C. Ministry of Energy, Mines and Petroleum Resources as security toward planned exploration work and the related future potential cost of reclamation of the Company’s land and unproven mineral interests. Once reclamation of the properties is complete, the bond funds will be returned to the Company. As at March 31, 2021, the Company has posted a $25,000 reclamation bond covering anticipated work on the Snoball property, a $34,000 reclamation bond covering anticipated work on the Golden Lion property, and a $5,000 reclamation bond covering anticipated work on the Holy Cross property, for a combined total of $64,000 (December 31, 2020 - $57,000).
5. INTEREST IN EXPLORATION PROPERTIES AND EXPLORATION EXPENDITURES
Snoball Property
The Snoball property is located in the Liard Mining Division of northwestern British Columbia. The Company acquired a 100% ownership interest in the property effective April 5, 2016, further to a Mineral Property Acquisition Agreement (the “Agreement”), covering four mineral properties. The Agreement includes a 0.5% Net Smelter Returns (“NSR”) royalty payable to the property vendors on any future production from the Snoball property. There is no buy-back option on the NSR.
Golden Lion Property
The Golden Lion property is located in the Toodoggone region of northcentral British Columbia, Canada. The Company acquired a 100% ownership interest in the property effective April 5, 2016, further to the above-mentioned Agreement. The Agreement includes a 0.5% NSR royalty payable to the property vendors on any future production from the Golden Lion property. There is no buy-back option on the NSR.
Holy Cross Property
The Holy Cross property is located in central British Columbia, Canada. The Company acquired a 100% ownership interest in the property effective April 5, 2016, further to the above-mentioned Agreement. The Agreement includes a 0.5% NSR royalty payable to the property vendors on any future production from the Holy Cross property. There is no buy-back option on the NSR.
Spanish Lake Property
The Spanish Lake property is located in the Cariboo Mining District of central British Columbia, Canada. The Company acquired a 100% ownership interest in the property effective April 5, 2016, further to the above-mentioned Agreement. The Agreement includes a 0.5% NSR royalty payable to the property vendors on any future production from the Spanish Lake property. There is no buy-back option on the NSR.
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NOTES TO THE CONDENSED FINANCIAL STATEMENTS
For the 3 Months Ended March 31, 2021 and 2020
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5. INTEREST IN EXPLORATION PROPERTIES AND EXPLORATION EXPENDITURES (CONTINUED)
On February 16, 2021 the Company announced, further to news January 11, 2021 in connection with the signing of a Letter Agreement, that it had entered into a Definitive Agreement with vendor Enigma Resources LLC (“Enigma”), for an option to purchase the Rockland, Nevada gold-silver property. The option payments required to acquire the Rockland property are as follows:
| On signing (paid) | $US5,000 |
|---|---|
| On TSX approval of transaction (paid) | $US35,000 and 40,000 shares |
| January 1, 2022 | $US40,000 and 40,000 shares |
| January 1, 2023 | $US50,000 and 45,000 shares |
| January 1, 2024 | $US75,000 and 100,000 shares |
| January 1, 2025 | $US100,000 and 275,000 shares |
| January 1, 2026 | $US500,000* |
| Total | $US805,000 and 500,000 shares of Evergold |
- The final $US500,000 payment may be made in cash, shares of Evergold or any combination thereof, at the discretion of Evergold, based on a price per share equal to the greater of $0.30 or the twenty-day volume weighted average price of the shares on the TSX Venture Exchange.
The Rockland property option agreement has been supported by the incorporation of a wholly-owned U.S. subsidiary, Evergold (U.S.) Corp., with registered offices in Reno, Nevada.
The following is a summary of exploration expenditures by property during the first three months of 2021:
| Expense Category | Snoball | Golden Lion |
Holy Cross |
Spanish Lake |
Rockland | Total $ |
|---|---|---|---|---|---|---|
| $ | $ | $ | $ | $ | ||
| Aircraft | - | 1,381 | - | - | - | 1,381 |
| Assaying | 43,025 | 4,744 | - | - |
- |
47,769 |
| Camp | 381 | 18,000 | - | - |
- |
18,381 |
| Environmental | 10,122 | - | - | - |
- |
10,122 |
| Geological | 20,442 | 46,711 | - | - |
17,009 | 84,162 |
| Miscellaneous | 2,981 | 531 | 166 | 2,678 | 52,147 | 58,503 |
| Total | 76,951 | 71,367 | 166 | 2,678 | 69,156 | 220,318 |
Page 14
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
For the 3 Months Ended March 31, 2021 and 2020
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5. INTEREST IN EXPLORATION PROPERTIES AND EXPLORATION EXPENDITURES (CONTINUED)
The following is a summary of exploration expenditures by property during the first three months of 2020:
| Expense Category | Snoball | Golden Lion |
Holy Cross |
Spanish Lake |
Total $ |
|---|---|---|---|---|---|
| $ | $ |
$ |
$ |
||
| Aircraft | 78 | - | - | - | 78 |
| Camp | 313 | 50,664 | - | - | 50,977 |
| Drilling | 578 | 625 | - | - |
1,203 |
| Environmental | - | 500 | - | - | 500 |
| Geological | - | 156 | - | - | 156 |
| Miscellaneous | 7,776 | 11,763 | 678 | 3,413 | 23,630 |
| Total | 8,745 | 63,708 | 678 | 3,413 | 76,544 |
6. CAPITAL STOCK, OPTIONS AND WARRANTS
(a) Authorized
Unlimited number of common shares, without par value.
(b) Issued
73,641,810 common shares
Summary of changes in capital stock:
| Summary of changes in capital stock: | ||
|---|---|---|
| Shares | Amount | |
| # | $ | |
| Balance, December 31, 2019 | 27,621,467 | 3,477,632 |
| Issuance of common shares in private placement | 4,255,988 | 2,459,250 |
| Flow-through share premium | - | (59,420) |
| Issuance of warrants | - | (200,205) |
| Share issuance costs | - | (131,206) |
| Issuance of shares pursuant to the exercise of warrants | 3,428,976 | 1,008,024 |
| Issuance of sharespursuant to the exercise of options | 318,333 | 101,387 |
| Balance, December 31, 2020 | 35,624,764 | 6,655,462 |
| Issuance of shares in private placement | 37,954,546 | 5,990,000 |
| Issuance of warrants | - | (287,008) |
| Share issuance costs | - | (484,298) |
| Issuance of shares pursuant to exercise of warrants | 62,500 | 15,625 |
| Exercise of warrants | - | 4,399 |
| Balance, March 31, 2021 | 73,641,810 | 11,894,180 |
Page 15
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
For the 3 Months Ended March 31, 2021 and 2020
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6. CAPITAL STOCK, OPTIONS AND WARRANTS (CONTINUED)
On May 21, 2020, the Company completed a non-brokered private placement financing of 1,757,388 flowthrough (FT) common shares and no warrants at a price of $0.67 per FT share, for gross proceeds of $1,177,450. In connection with the offering, the Company paid a finder’s fee of $40,000 and issued 35,147 broker’s warrants entitling the finder to purchase one common share at a price of $0.67 until May 21, 2022. The fair value of the 35,147 broker warrants issued, in the amount of $12,291, was estimated using the Black-Scholes option pricing model under the following assumptions: share price of $0.67, expected dividend yield of 0%, expected volatility of 100%, risk-free interest rate of 0.30%, at an exercise price of $0.67 and an expected life of 2 years.
On September 22, 2020, the Company closed the sale of 2,173,600 hard dollar units for gross hard dollar proceeds of $1,086,800, and 325,000 flow-through shares, for gross flow-through proceeds of $195,000. Gross proceeds of hard dollars and flow-through combined, amounted to $1,281,800. Each hard dollar unit was comprised of one common share and one-half of one common share purchase warrant. Each whole warrant entitles the holder to purchase one common share at a price of $0.60 for the first 12 months and $0.70 for the remaining 12 months. The fair value of the 1,086,800 hard dollar unit warrants issued, in the amount of $180,038, was estimated using the Black-Scholes option pricing model under the following assumptions: share price of $0.42, expected dividend yield of 0%, expected volatility of 100%, risk-free interest rate of 0.26%, at an exercise price of $0.70 and an expected life of 2 years. In connection with the offering, the Company paid finder’s fees of $46,801 and issued 89,852 broker’s warrants entitling holders to purchase one common share at a price of $0.60 until September 22, 2021, and at a price of $0.70 until September 22, 2022. The fair value of the 44,926 broker warrants issued, in the amount of $4,276, was estimated using the Black-Scholes option pricing model under the following assumptions: share price of $0.38, expected dividend yield of 0%, expected volatility of 100%, risk-free interest rate of 0.22%, at an exercise price of $0.60 and an expected life of 1 year. The fair value of the second tranche of 44,926 broker warrants issued, in the amount of $3,601, was estimated using the Black-Scholes option pricing model under the following assumptions: share price of $0.38, expected dividend yield of 0%, expected volatility of 100%, risk-free interest rate of 0.26%, at an exercise price of $0.70 and an expected life of 2 years.
On February 23, 2021, the Company closed a brokered bought private placement (the “Offering”) for total gross proceeds of $8,000,000. Under the Offering, a total of 17,500,000 hard dollar units (“HD Units”) were sold at a price of $0.20 per HD Unit for gross proceeds of $3,500,000 and 20,454,546 flow-through units (“FT Units”) were sold at a price of $0.22 per FT Unit for gross proceeds of $4,500,000. Each HD Unit consisted of one common share and one warrant. Each FT Unit consisted of one common share and onehalf of one common share purchase warrant. Each whole warrant entitles the holder to purchase one common share of the Company at an exercise price of $0.30 for a period of 3 years from the closing date of the Offering. The fair value of the 17,500,000 hard dollar unit warrants issued, in the amount of $1,099,000, was estimated using the Black-Scholes option pricing model under the following assumptions: share price of $0.26, expected dividend yield of 0%, expected volatility of 100%, risk-free interest rate of 0.31%, at an exercise price of $0.30 and an expected life of 3 years. The fair value of the 10,227,273 FT unit warrants issued, in the amount of $911,435, was estimated using the Black-Scholes option pricing model under the following assumptions: share price of $0.26, expected dividend yield of 0%, expected volatility of 100%, risk-free interest rate of 0.31%, at an exercise price of $0.30 and an expected life of 3 years. In connection with the offering, the Company paid commissions of $469,598 and issued 2,203,353 broker’s warrants entitling holders to purchase one common share at a price of $0.22 until February 23, 2023. The fair value of the 2,203,353 broker warrants issued, in the amount of $287,008, was estimated using the Black-Scholes option pricing model under the following assumptions: share price of $0.26, expected dividend yield of 0%, expected volatility of 100%, risk-free interest rate of 0.31%, at an exercise price of $0.22 and an expected life of 2 years.
Page 16
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
For the 3 Months Ended March 31, 2021 and 2020
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6. CAPITAL STOCK, OPTIONS AND WARRANTS (CONTINUED)
Stock options
The Company has adopted a stock option plan (the “Option Plan”) for directors, officers and consultants of the Company. Under the Option Plan, the Company may grant non-transferable options to purchase common shares of the Company for a period of up to ten years from the date of grant. The maximum number of common shares reserved for issuance under the Option Plan together with any common shares reserved for issuance pursuant to any other stock options may not exceed 10% of the issued and outstanding common shares of the Company.
The exercise price of options is determined by the Board of Directors at the time of grant and cannot be less than the price permitted by any exchange on which the Company’s common shares are listed or any regulatory body having jurisdiction. Currently, the TSX Venture Exchange (the “TSXV”) requires that the exercise price of the options must be equal to or greater than the Discounted Market Price (as defined in the policies of the TSXV). The exercise price of options is solely payable in cash. The Board of Directors has the discretion to determine the term and vesting provisions of any options granted under the Option Plan at the time of grant subject to the policies of the TSXV.
Of the total 2,380,000 options granted on October 4, 2019, 2,280,000 are exercisable and vesting in thirds, at 20, 25 and 30 cents respectively, with the vesting commencing on the date of grant (October 4, 2019) and the subsequent first (October 4, 2020) and second anniversaries (October 4, 2021) thereof, and ending 5 years thereafter, respectively. The residual of 100,000 options, granted to Peak Investor Marketing Corp. also on October 4, 2019, are all exercisable at 20 cents a share, vest at a rate of 25% on each of the three, six, nine, and twelve-month anniversaries of grant, and expire 30 days following the conclusion of Peak’s agreement with the Company.
On June 16, 2020, the Company granted 820,000 options to directors, officers, and consultants, exercisable at $0.66 per common share until June 16, 2025. Of this total, 50% vest on the date of grant, and 50% vest on December 16, 2020. In addition, the Company issued 20,000 options to Peak Investor Marketing Corp. exercisable at $0.66 per share, and vesting at a rate of 25% on the date of grant, then 25% on each of the three, six, and nine-month anniversaries of grant, and expiring 30 days following the conclusion of Peak’s agreement with the Company.
On March 26, 2021, the Company granted 4,010,000 options to directors, officers, and consultants, exercisable at $0.26 per common share until March 26, 2026. Of this total, 50% vest on the date of grant, and 50% vest on September 26, 2021.
Page 17
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
For the 3 Months Ended March 31, 2021 and 2020
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6. CAPITAL STOCK, OPTIONS AND WARRANTS (CONTINUED)
| Exercise price | Options outstanding |
Options exercisable |
Expiry date |
|---|---|---|---|
| $0.20 | 541,664 | 541,664 | October 4, 2024 |
| $0.25 | 760,000 | 760,000 | October 4, 2025 |
| $0.26 | 4,010,000 | 2,005,000 | March 26,2026 |
| $0.30 | 760,003 | - | October 4, 2026 |
| $0.66 | 840,000 | 840,000 | June 16, 2025 |
| Total | 6,911,667 | 4,146,664 |
The weighted average remaining contractual life of options outstanding is 4.71 years. The following is a summary of stock option grant activity and related Black-Scholes option pricing model input factors used for the periods ended March 31, 2021 and December 31, 2020:
| Option grant activity and Black-Scholes option pricing model input factors |
Three months ended March 31, 2021 |
Year ended December 31, 2020 |
|---|---|---|
| Stock options granted during the period | 4,010,000 | 840,000 |
| Weighted-average exercise price | $0.26 | $0.66 |
| Expected stock option life(1) | 5 years | 5 years |
| Expected volatility(2) | 100% | 100% |
| Risk-free interest rate(3) | 0.93% | 0.38% |
| Dividend yield | Nil | Nil |
| Forfeiture rate | Nil | Nil |
-
The Company estimates the expected stock option life (estimated period of time outstanding) of options granted to be the length of time before the stock option’s expiry until such time that the Company can base its estimate on historical information on the Company’s options.
-
The expected volatility was based on the trading history of comparable companies over a period equal to the expected stock option life.
-
The risk-free rate is based on the yield of a Government of Canada marketable bond in effect at the time of grant with an expiry commensurate with the expected life of the award.
During the three months ended March 31, 2021, an amount of $354,621 (March 31, 2020 - $29,785) was recorded as share-based compensation in connection with the granting of 4,010,000 stock options to directors, officers and consultants and the previous grant of 2,280,000 options on October 4, 2019. An amount of $14,869 was recorded as share-based compensation in connection with the granting of options to Peak Investor Marketing Corp (March 31, 2020 - $1,352).
Page 18
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NOTES TO THE CONDENSED FINANCIAL STATEMENTS
For the 3 Months Ended March 31, 2021 and 2020
6. CAPITAL STOCK, OPTIONS AND WARRANTS (CONTINUED)
Warrants
A summary of the Company’s warrants is presented below:
| Number of warrants |
Number of warrants |
Weighted average exercise price |
|
|---|---|---|---|
| $ | |||
| Balance, December 31, 2019 | 12,979,075 | 0.22 | |
| Warrants issued to investors pursuant to private placement | 1,086,800 | 0.70 | |
| Warrants issued to finders pursuant to private placement | 124,999 | 0.66 | |
| Warrants exercised by shareholders and agents | (3,428,976) | 0.22 |
|
| Balance, December 31, 2020 | 10,761,898 | 0.41 | |
| Warrants issued to investors pursuant to private placement | 27,727,273 | 0.30 | |
| Warrants issued to finders pursuant to private placement | 2,203,353 | 0.22 | |
| Warrants exercised by shareholders and agents | (62,500) | 0.25 | |
| Balance, March 31, 2021 | 40,630,024 | 0.29 |
| Number of warrants | ||
|---|---|---|
| Exercise price | remaining to be exercised at | Expiry date |
| each exercise price | ||
| $0.12 | 1,543,325 | May 1, 2022 |
| $0.18 | 924,500 | July 12, 2021 |
| $0.20 | 700,774 | October 4, 2021 |
| $0.22 | 2,203,353 | February 23, 2023 |
| $0.25 | 6,381,500 | October 4, 2021 |
| $0.30 | 27,727,273 | February 23,2024 |
| $0.67 | 35,147 | May 21, 2022 |
| $0.70 | 1,176,652 | September 22, 2022 |
| Outstanding at March 31, 2021 | 40,630,024 |
On February 23, 2021, the Company granted 27,727,273 warrants in connection with its private placement. Each warrant entitles the holder to purchase one common share of the Company at an exercise price of $0.30 for a period of 3 years from the closing date of the private placement. In connection with the private placement, the Company issued 2,203,353 warrants to agents. Each warrant entitles the holder to purchase one common share of the Company at an exercise price of $0.22 for a period of 2 years from the closing date of the private placement.
Page 19
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
For the 3 Months Ended March 31, 2021 and 2020
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6. CAPITAL STOCK, OPTIONS AND WARRANTS (CONTINUED)
The following is a summary of warrant activity and related Black-Scholes option pricing model input factors used for the periods ended March 31, 2021 and December 31, 2020:
| Warrant grant activity and Black-Scholes | Three months ended | Year ended |
|---|---|---|
| pricing model input factors | March 31, 2021 | December 31, 2020 |
| Warrants granted during the period | 29,930,626 | 1,211,799 |
| Weighted-average exercise price | $0.29 | $0.70 |
| Expected warrant life(1) | 2-3 years | 2 years |
| Expected volatility(2) | 100% | 100% |
| Risk-free interest rate(3) | 0.31% | 0.20%-0.30% |
| Dividend yield | Nil | Nil |
| Forfeiture rate | Nil | Nil |
-
The Company estimates the expected warrant life (estimated period of time outstanding) of warrants granted to be the length of time before the warrant’s expiry until such time that the Company can base its estimate on historical information on the Company’s options.
-
The expected volatility was based on the trading history of comparable companies over a period equal to the expected stock warrant life.
-
The risk-free rate is based on the yield of a Government of Canada marketable bond in effect at the time of grant with an expiry commensurate with the expected life of the award.
Contributed surplus
| $ | |
|---|---|
| Balance, December 31, 2019 | 123,231 |
| Exercise of options | (37,720) |
| Share-based compensation expense | 517,722 |
| Balance, December 31, 2020 | 603,233 |
| Share-based compensation expense | 409,897 |
| Balance, March 31, 2021 | 1,013,130 |
7. FINANCIAL INSTRUMENTS
Fair Value
IFRS requires that the Company disclose information about the fair value of its financial assets and liabilities. Fair value estimates are made at the end of the reporting period based on relevant market information and information about the financial instrument. These estimates are subjective in nature and involve uncertainties in significant matters of judgement and therefore cannot be determined with precision. Changes in assumptions could significantly affect these estimates.
8. CAPITAL MANAGEMENT
The Company considers its capital structure to consist of shareholders’ equity. The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to support the acquisition, exploration and development of exploration properties. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company's management to sustain future development of the business.
Page 20
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
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For the 3 Months Ended March 31, 2021 and 2020
8. CAPITAL MANAGEMENT (CONTINUED)
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 capital management objectives, policies and processes have remained unchanged during the periods ended March 31, 2021 and December 31, 2020.
The Company is not subject to any capital requirements imposed by a lending institution or regulatory body, other than of the TSX Venture Exchange (“TSXV”) which requires adequate working capital or financial resources of the greater of (i) $50,000 and (ii) an amount required in order to maintain operations and cover general and administrative expenses for a period of 6 months.
9. FINANCIAL RISK FACTORS
The Company's risk exposures and the impact on the Company's financial instruments are summarized below. There have been no changes in the risks, objectives, policies and procedures during the periods ending March 31, 2021 and December 31, 2020.
Credit risk
The Company's credit risk is primarily attributable to cash and cash equivalents, amounts receivable, and reclamation bonds. The Company has no significant concentration of credit risk arising from operations. Financial instruments included in amounts receivable consist of goods and services tax due from the Federal Government of Canada. Management believes that the credit risk concentration with respect to financial instruments included in amounts receivable and reclamation bonds is remote.
Liquidity risk
The Company's approach to managing liquidity risk is to ensure that it will have sufficient cash on hand to meet liabilities when due, and to cover at least six months of corporate overheads. The Company's financial liabilities generally have contractual maturities of less than 30 days and are subject to normal trade terms.
As at March 31, 2021, the Company had a cash balance of $7,038,529 (December 31, 2020 - $214,285) to settle current liabilities of $121,920 (December 31, 2020 - $189,568). Working capital at March 31, 2021 stood at $7,068,593 (December 31, 2020 - $157,407). On February 23, 2021, the Company completed a bought deal brokered private placement financing for gross proceeds of $8,000,000. Although the Company’s near and medium-term capital requirements have been met with the proceeds of this financing, the Company will in future require additional capital to support exploration activities beyond those currently envisaged. There can be no assurance that the Company will be able to raise the required capital when it has need of it, and liquidity risks may come to the fore again.
The Company’s ability to continue as a going concern will therefore be dependent upon its ability to successfully close its next financing, without which it will be in financial jeopardy. At present there can be no assurance that it will be able to raise the additional capital required. However, management has shown itself capable of raising capital and advancing corporate plans and shareholder interests through uniquely challenging circumstances, and believes it can continue to do so. These matters represent material uncertainties that cast significant doubt on the ability of the company to continue as a going concern.
Interest rate risk
The Company has cash and cash equivalents subject to interest. Management does not believe the Company is exposed to significant interest rate risk.
Page 21
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
For the 3 Months Ended March 31, 2021 and 2020
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9. FINANCIAL RISK FACTORS (CONTINUED)
Foreign currency risk
The Company's functional currency is the Canadian dollar and virtually all purchases are transacted in Canadian dollars. The Company is not exposed to foreign exchange risk.
Price risk
To the degree that commodity prices impact investor sentiment toward the sector, and thus increase or decrease the Company’s ability to potentially raise capital, the Company is exposed to price risk with respect to commodity prices. The Company closely monitors commodity prices and investor sentiment to determine the appropriate course of action to be taken by the Company.
10. RELATED PARTY TRANSACTIONS
Related parties include the Board of Directors, officers, close family members and enterprises that are controlled by these individuals as well as certain persons performing similar functions.
Evergold has entered into the following transactions with related parties:
| For the 3 months ended | For the 3 months ended | Amount payable as at | Amount payable as at | |
|---|---|---|---|---|
| March 31, | March 31, | December 31, |
||
| 2021 | 2020 |
2021 |
2020 |
|
| $ | $ |
$ |
$ |
|
| Consulting fees paid or accrued to the | ||||
| Company’s Chief Executive Officer | 37,500 | 37,500 |
14,125 |
14,125 |
| Exploration expenses paid or accrued to | ||||
| C.J. Greig & Associates Ltd., an | ||||
| exploration services company controlled | ||||
| by a former Director or spouse of a | ||||
| current Director(1) | 90,943 | 23,645 |
44,292 |
16,310 |
| Exploration expenses paid or accrued to | ||||
| Alex Walcott & Associates Ltd., and | ||||
| Peter E. Walcott & Associates Limited | ||||
| exploration services companies | ||||
| controlled by a Director of the Company, | ||||
| and/or a relative of a Director | - | - | - | - |
| Consulting fees paid or accrued to the | ||||
| Company’s Chief Financial Officer | 13,500 | 13,500 |
5,085 |
5,085 |
| Consulting fees paid or accrued to a | ||||
| Company controlled by the Company’s | ||||
| Corporate Secretary | 9,675 | 11,519 |
6,292 |
3,987 |
| Directors’fees paid or accrued | 6,750 | 6,500 |
6,091 |
11,978 |
| Totals | 158,368 | 92,664 |
75,885 |
51,485 |
Page 22
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
For the 3 Months Ended March 31, 2021 and 2020
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10. RELATED PARTY TRANSACTIONS (CONTINUED)
During the period ended March 31, 2021, the Company expensed $354,621 (March 31, 2020 - $29,785) in share-based compensation related to options granted to Officers and Directors of the Company.
In accordance with IAS 24, key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company directly or indirectly, including directors (executive or non-executive).
- (1) As described in Note 5, the 2016 Agreement to acquire the Company’s four exploration properties was entered into with C.J. Greig Holdings Ltd., a company owned and controlled by a then-director and officer of the Company, C.J. (Charlie) Greig. Charlie Greig stepped down as a director of the Company on June 25, 2019, but continues to serve as senior technical advisor to the Company, and his spouse Bernice Greig is a Company director. C.J. Greig Holdings Ltd. continues to hold four 0.5% NSRs, one for each of the Company’s four mineral properties, that resulted from the Agreement. C.J. Greig & Associates Ltd. continues to provide under contract the services of multiple geologists to the Company, including the Company’s Vice President, Exploration, Andrew Mitchell.
11. BASIC AND DILUTED LOSS PER SHARE
The calculation of basic and diluted loss per share for the three months ended March 31, 2021 was based on the net loss attributable to common shareholders of $866,697 (March 31, 2020 - $368,542) and the weighted average number of common shares outstanding of 50,861,444 (March 31, 2020 – 27,631,165).
Diluted loss per share in all periods did not include the effect of 40,630,024 warrants outstanding (March 31, 2020 – 12,962,728 warrants outstanding) and 6,911,667 options outstanding (March 31, 2020 – 2,380,000 options outstanding) as they are anti-dilutive.
12. COMMITMENTS AND CONTINGENCIES
Environmental Contingencies
The Company’s mineral exploration activities are subject to various laws and regulations governing the protection of the environment. These laws and regulations are continually changing and generally becoming more restrictive. The Company conducts its operations so as to protect public health and the environment and believes its operations are materially in compliance with all applicable laws and regulations. The Company has made, and expects to make in the future, expenditures to comply with such laws and regulations.
Management Contract
The Company has entered into an agreement (the “Agreement”) with Kevin Keough (the “Executive”) to provide services to the Company in the general capacity of President and CEO and to undertake the duties and exercise the powers associated with this role. Under the terms of the Agreement, the Executive is contracted by the Company for an indefinite term, commencing as of February 1, 2019. The Company pays the Executive $150,000 per annum. Upon the occurrence of a change of control or termination without cause, the Agreement requires additional contingent payments equal to 12 months of salary. As a triggering event has not taken place, the contingent payments have not been reflected in these financial statements.
Exploration Properties
See Note 5.
Indemnity Agreements
The Company has indemnified the directors and officers of the Company against amounts that may become due by the directors and officers in connection with their acting as directors or officers of the Company.
Page 23
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
For the 3 Months Ended March 31, 2021 and 2020
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12. COMMITMENTS AND CONTINGENCIES (CONTINUED)
Flow Through Indemnity Provision
The Company indemnifies the subscribers of flow-through shares for certain tax related amounts that may become payable by the subscribers if the Company were found to have not completed expenditure requirements pursuant to the flow-through subscription agreements.
Novel Coronavirus (“COVID-19”)
The Company’s plans and operations have been somewhat affected by various governments’ reactions to the COVID-19 virus principally through cost increases associated with mandated safety measures. Mineral exploration and development are designated an “essential service” under British Columbia’s COVID-19 State of Emergency orders. The Company’s key suppliers are all located relatively close to its two primary exploration sites in northern and central interior B.C. and, in cooperation with these suppliers, the Company has put in place virus mitigation protocols. Nonetheless, should the economic and market disruption resulting from COVID-19 continue for an extended period, the Company may find its ability to raise additional capital and/or execute its exploration programs restricted, in part or in whole. Company personnel carrying out work on the Rockland, Nevada property, for example, may be required to self-isolate for extended periods upon return to Canada. It is also conceivable that COVID-19 may negatively impact the financial health of key vendors to the Company in ways that the Company may not anticipate, possibly causing vendor failure during execution of the Company’s exploration programs.
13. SUBSEQUENT EVENTS
Following quarter’s end, in April and May, a total of 56 new claims were staked at Rockland. In addition, a program of mapping, rock and soil sampling (869 samples), and logging and sampling (92 samples) of selected historical drill core was carried out by Evergold personnel. Programs of airborne magnetics and ground-based IP are in planning, following which drill targets will be refined and the permitting process initiated.
Page 24