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First Andes Silver Ltd. Interim / Quarterly Report 2020

Nov 25, 2020

46418_rns_2020-11-25_3828cf4f-04d4-4f1f-8c88-d41c0a5a8ecf.pdf

Interim / Quarterly Report

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Montage Gold Corp

Condensed Interim Consolidated Financial Statements For the three and nine months ended September 30, 2020 and 2019

Montage Gold Corp. Condensed Interim Consolidated Statements of Financial Position (All amounts expressed in Canadian Dollars, unless otherwise indicated)

ASSETS
Current assets
Cash and cash equivalents
Receivables and other assets (Note 3)
Equipment (Note 4)
Mineral properties (Note 5)
Other assets
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities
EQUITY
Equity attributed to common shareholders
Share capital
Contributed surplus
Accumulated other comprehensive income
Deficit
Non-controlling interest (Note 12)
September 30,
2020
$ 4,689,625
553,480
5,243,105
411,295
12,591,137
23,020
$ 18,268,557
$ 1,167,027
32,783,085
584,360
(472,834)
(15,490,188)
17,404,423
(302,893)
17,101,530
$ 18,268,557
December 31,
2019
$ 9,590,300
116,738
9,707,038
468,411
11,734,994
24,460
$ 21,934,903
$ 863,400
32,783,085
148,820
(1,201,459)
(10,687,123)
21,043,323
28,180
21,071,503
$ 21,934,903

Subsequent Events (note 14)

Approved by the Board of Directors

(signed) “XXXXX” (signed) “XXXXX” Director Director

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

Montage Gold Corp Condensed Interim Consolidated Statements of Loss and Comprehensive Loss (All amounts expressed in Canadian Dollars, unless otherwise indicated) (Unaudited)

Administration costs (Note 8)
Exploration and project investigation costs
(Note 9)
Foreign exchange (gain) / loss
Interest income
Net loss for the period
Net loss for the period attributed to:
Common shareholders of the Company
Non-controlling interest (Note 12)
Net loss for the period
Items that may be subsequently reclassified
to net loss:
Loss (gain) on translation to presentation
currency
Comprehensive loss for the period
Comprehensive loss for the period attributed to:
Common shareholders of the Company
Non-controlling interest (Note 12)
Basic and diluted loss per common share
Basic and diluted weighted average number of
shares outstanding
Three months ended
September 30,
2020
2019
Three months ended
September 30,
2020
2019
Nine months ended
September 30,
2020
2019
$ 1,577,604
$ 1,166,189
3,795,613
1,604,716
(137,729)
3,285
(101,350)
(20,718)
$ 823,652
1,550,981
(116,393)
(28,262)
$ 585,979
468,415
12,741
(20,719)
$ 1,046,416
1,018,733
27,683
$ 1,046,416
$ 1,046,417
(7,326)
$ 1,039,091
$ 1,011,408
27,683
$ 1,039,091
$ 0.02
47,958,660
$ 2,229,978 $ 5,134,138
$ 2,753,471
2,189,266
40,712
4,803,065
2,725,788
331,073
27,683
$ 2,229,978 $ 5,134,138
$ 2,753,471
$ 2,229,978
(149,081)
$ 5,134,138
$ 2,753,471
(728,625)
-
$ 2,080,897 $ 4,405,513
$ 2,753,471
$ 1,722,045
358,852
$ 4,074,439
2,725,788
331,074
27,683
$ 2,080,897 $ 4,405,513
$ 2,753,471
$0.03 $0.07
$ 0.07
73,476,374 73,476,374
38,041,014

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

3

Montage Gold Corp Condensed Interim Consolidated Statements of Cash Flows (All amounts expressed in Canadian Dollars, unless otherwise indicated) (Unaudited)

Cash flows for operating activities
Net loss for the period
Add non-cash items
Depreciation of equipment (Note 5)
Stock-based compensation expense (Note 9)
Changes in non-cash working capital items
Receivables and other assets
Accounts payable and accrued liabilities
Cash flows from investing activities
Purchase of equipment
Cash acquired through Avant Minerals acquisition
Cash flows from financing activities
Proceeds from Private placement
Private placement transaction costs
Funding provided by Orca Gold Inc
Foreign exchange on cash and cash equivalents
Decrease in cash and cash equivalents
Cash and cash equivalents, beginning of period
Cash and cash equivalents, end of period
Supplemental information
Interest received
Nine months ended
September 30,
2020
2019
$ (5,134,138)
$ (2,753,471)
100,492
19,328
435,540
172,942
(4,598,106)
(2,561,201)
(415,755)
29,807
171,511
318,348
(4,842,350)
(2,213,046)
-
(143,626)
-
3,754,546
-
3,610,920
-
8,033,085
-
(357,791)
-
1,802,023
-
9,477,317
(58,325)
39,677
(4,900,675)
10,914,868
9,590,300
201,971
$ 4,689,625
$ 11,116,839
$ 73,088
$ -

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

4

Montage Gold Corp Condensed Interim Consolidated Statements of Changes in Equity For the three and nine months ended September 30, 2020 and 2019 (All amounts expressed in Canadian Dollars, unless otherwise indicated) (Unaudited)

Equity Attributed to Common Shareholders

Number of
shares issued
and
outstanding
Share Capital
Contributed
Surplus
Other Capital
Reserves
Deficit
Accumulated
Other
Comprehensive
Income
Total
Non-
Controlling
Interest
**Total **
Balance January 1, 2020
Net loss and other
comprehensive loss
Stock based compensation
expense (Note 9)
Gain (loss) on translation to
presentation currency
73,476,374
$ 32,783,085
$ 148,820
-
$ (10,687,123)
$ (1,201,459)
$ 21,043,323
$ 28,180
$ 21,071,503
-
-
-
-
(4,803,065)
-
(4,803,065)
(331,073)
(5,134,138)
-
-
435,540
-
-
-
435,540
-
435,540
-
-
-
-
-
728,625
728,625
728,625
Balance September 30, 2020 73,476,374
$ 32,783,085
$ 584,360
-
$ (15,490,188)
$ (472,834)
$ 17,404,423
$ (302,893)
$ 17,101,530
Balance January 1, 2019
Net loss and other
comprehensive loss
Funding and expenses paid by
Orca Gold
Shares issued to acquire Orca
Gold assets
Montage acquisition of Orca
Gold Inc assets
Shares issued pursuant to Avant
acquisition
Proceeds from private placement
Share based compensation
-
-
-
$ 19,772,176
$ (12,833,366)
$ (1,257,439)
$ 5,681,371
-
$ 5,681,371
-
-
-
-
(2,696,082)
15,312
(2,680,770)
(27,683)
(2,708,453)
-
-
-
1,802,023
-
1,802,023
1,802,023
33,000,000
14,850,000
-
(14,850,000)
-
-
-
-
-
-
-
(6,878,841)
6,878,841
-
-
-
22,000,000
9,900,000
-
-
-
9,900,000
301,514
10,201,514
18,476,374
8,033,085
-
-
-
8,033,085
-
8,033,085
-
-
18,300
154,642
-
172,942
-
172,942
Balance September 30, 2019 73,476,374
$32,783,085
18,300
-
$ (8,650,607)
$ (1,242,127)
$ 22,908,651
273,831
$ 23,182,482

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

5

Montage Gold Corp Notes to Condensed Interim Consolidated Financial Statements For the three and nine months ended September 30, 2020 and 2019 (All amounts expressed in Canadian Dollars, unless otherwise indicated) (Unaudited)

1. NATURE OF OPERATIONS

Montage Gold Corp. (“Montage” or the “Company”) is a resource company engaged in the acquisition and exploration of mineral properties in Africa and has not yet determined whether these properties contain mineral reserves that are economically recoverable. The continued operations of Montage and the recoverability of the amounts shown for mineral properties is dependent upon the existence of economically recoverable reserves, the ability of Montage to obtain necessary financing to complete the exploration and development of such properties and upon future profitable production from or disposition of such properties

On October 23, 2020, Montage completed its initial public offering of an aggregate of 27,272,728 common shares at a price of $1.10 per share for total proceeds of $30 million and commenced trading on the TSXV (“MAU”) (see subsequent event note 14).

On October 30, 2020 the underwriters fully exercised their over-allotment option to acquire an additional 4,090,909 shares at the offering price resulting in additional aggregate gross proceeds of approximately $4.5 million.

Montage was incorporated as a wholly owned subsidiary of Orca Gold Inc. (“Orca”) under the Business Corporations Act (British Columbia) on July 4, 2019 and its registered office is located at Suite 2000, 885 West Georgia Street, Vancouver, British Columbia, Canada, V6C3E8.

2. BASIS OF PRESENTATION

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 IAS 34, Interim Financial Reporting. As such, certain disclosures included in the annual financial statements prepared in accordance with IFRS have been condensed or omitted. Accordingly, these condensed interim consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2019. In preparation of these condensed interim consolidated financial statements, the Company has consistently applied the same accounting policies as disclosed in Note 4 to the audited consolidated financial statements for the year ended December 31, 2019.

The condensed interim financial statements for the three and nine months ended September 30, 2019 have been prepared on a continuity of interest basis of accounting. Prior to the July 13, 2019 acquisition of assets from Orca, the assets, liabilities, results of operations and cash flows of Montage are presented on a ‘carveout’ basis from the consolidated financial statements and accounting records of Orca, in accordance with the financial reporting framework specified in subsection 3.11(6) of National Instrument 52-107, Acceptable Accounting Principles and Auditing Standards, for carve-out financial statements.

The preparation of the September 30, 2019 condensed interim financial statements pursuant to the carveout basis of accounting required the identification and allocation of pre-acquisition assets, liabilities, results from operations and cash flows of Orca, which are deemed to be attributable to the Company. In performing the allocation, management was required to make certain judgments, including that the use of relative levels of exploration activity during any given period is a reasonable basis to allocate common expenses.

These condensed interim financial statements were authorized for issuance by the Board of Directors of the Company on November 25, 2020.

6

Montage Gold Corp Notes to Condensed Interim Consolidated Financial Statements For the three and nine months ended September 30, 2020 and 2019 (All amounts expressed in Canadian Dollars, unless otherwise indicated) (Unaudited)

3. RECEIVABLES AND OTHER ASSETS

RECEIVABLES AND OTHER ASSETS
September 30, December 31,
2020 2019
Prepaid expenses 501,133 57,706
Other receivables 52,347 59,032
Total receivables and other assets 553,480 116,738

7

Montage Gold Corp Notes to Condensed Interim Consolidated Financial Statements For the three and nine months ended September 30, 2020 and 2019 (All amounts expressed in Canadian Dollars, unless otherwise indicated) (Unaudited)

4. EQUIPMENT

. EQUIPMENT
Vehicles and
Field and
Computer
Office Furniture and

Mobile

Camp
Cost Equipment Equipment Equipment
Equipment
Total
As at January 1, 2019 3,842 357 -
64,749
68,948
Additions 8,783 1,982 16,375
134,302
161,442
Avant acquisition 8,979 2,581 256,593
344,327
612,480
Effects of foreign exchange
on translation to presentation
currency (1,267) (58) 4,053
2,478
5,206
As at December 31, 2019 20,337 4,862 277,021
545,856
848,076
Effects of foreign exchange
on translation to presentation
currency 4,309 167 20,211
28,867
53,554
As at September 30, 2020 24,646 5,029 297,232
574,723
901,630
Accumulated depreciation
As at January 1, 2019 (1,661) (15) -
(3,642)
(5,318)
Depreciation (4,096) (1,172) (20,939)
(22,186)
(48,393)
Burkina Faso impairment (8,979) (2,581) -
(318,953)
(330,513)
Effects of foreign exchange
on translation to presentation
currency 1,180 959 3,774
(1,354)
4,559
As at December 31, 2019 (13,556) (2,809) (17,165)
(346,135)
(379,665)
Depreciation (5,232) (618) (72,141)
(22,501)
(100,492)
Effects of foreign exchange
on translation to presentation
currency (491) 266 (3,420)
(6,533)
(10,178)
As at September 30, 2020 (19,279) (3,161) (92,726)
(375,169)
(490,335)
Net book amount
As at December 31, 2019 6,781 2,053 259,856
199,721
468,411
As at September 30, 2020 5,367 1,868 204,506
199,554
411,295

8

Montage Gold Corp Notes to Condensed Interim Consolidated Financial Statements For the three and nine months ended September 30, 2020 and 2019 (All amounts expressed in Canadian Dollars, unless otherwise indicated) (Unaudited)

5. MINERAL PROPERTIES

MINERAL PROPERTIES
Côte
Cost d’Ivoire
As at January 1, 2019 5,422,916
Avant acquisition 6,192,590
Effects of foreign exchange on translation to presentation currency 119,488
As at December 31, 2019 11,734,994
Effects of foreign exchange on translation to presentation currency 856,143
As at September 30, 2020 12,591,137

On August 27 2019 Montage acquired from Avant Minerals Inc (“Avant”) permits in Côte d’Ivoire and Burkina Faso with a mineral property valuation of $6.2 million. The mineral properties property valuation of $6.2 million is for the permits in Côte d’Ivoire. There was no value attributed to the Burkina Faso permits (see subsequent event note 14)

6. SHARE CAPITAL

The Company has authorized an unlimited number of voting common shares without par value.

The Company’s issued and outstanding share purchase warrants and stock options were not included in the calculation of diluted earnings per share as they are anti-dilutive for the three and nine months ended September 30, 2020.

7. STOCK OPTIONS

Stock option plan

Montage has a stock option plan in which common shares of Montage have been made available for Montage to grant incentive stock options to certain directors, officers, employees and consultants of Montage. Under this stock option plan, the total number of options outstanding at any given point in time cannot exceed 10% of Montage’s issued and outstanding common shares. Vesting and terms of the option agreements are at the discretion of the Montage Board of Directors.

Stock options outstanding

On September 17, 2019 Montage granted an aggregate 5,150,000 incentive stock options to certain officers, directors and other eligible officers of the Company. The options are exercisable, subject to vesting provisions over a period of three years at a price of $0.45 per share.

For the three and nine months to September 30, 2020, share based compensation as presented in the consolidated statement of comprehensive loss was $0.1 million (2019: $0.1 million) and $0.4 million (2019: $0.1 million), respectively. Share based compensation includes $0.1 million relating to the share options granted and vested as allocated from Orca prior to the Montage transaction pursuant to the continuity of interest accounting for the nine months to September 30, 2019.

9

Montage Gold Corp Notes to Condensed Interim Consolidated Financial Statements For the three and nine months ended September 30, 2020 and 2019 (All amounts expressed in Canadian Dollars, unless otherwise indicated) (Unaudited)

Movements in the number of share options outstanding and their related weighted average exercise prices are as follows:

s follows:
Number of
shares
(In
thousands)
Weighted average
exercise price
CDN$
Outstanding at January 1, 2019
-
Granted
5,150
Outstanding at December 31, 2019
5,150
Granted
100
Outstanding atSeptember30, 2020
5,250
-
$0.45
$0.45
$0.55
$0.45

The following summarizes information about the stock options outstanding and exercisable at September 30, 2020:

Exercise
prices
(CDN$)
$0.45
$0.55
Outstanding options
Number of
options
outstanding
(In thousands)
Weighted
average
remaining
contractual
life
(Years)
Weighted
average
exercise
price
(CDN$)
5,150
1.96
$0.45
100
2.96
$0.55
5,250
1.98
$0.45
Exercisable options
Number of
options
exercisable
(In thousands)
Weighted
average
remaining
contractual
life
(Years)
1,717
1.96
-
2.96
1,717
1.98

10

Montage Gold Corp Notes to Condensed Interim Consolidated Financial Statements For the three and nine months ended September 30, 2020 and 2019 (All amounts expressed in Canadian Dollars, unless otherwise indicated) (Unaudited)

8. ADMINISTRATION COSTS

Three months ended Nine months ended
September 30,
2020
2019
September 30,
2020
2019
Management and consulting fees
176,500
308,671
Office and administration
43,812
50,234
Professional fees
465,689
23,462
Salaries and benefits
7,362
10,549
Stock based compensation expense
93,148
116,612
Travel andpromotion
37,141
76,451
460,086
528,478
102,523
134,519
574,032
93,641
22,334
73,097
294,100
172,942
124,529
163,512
Total administration costs
$823,652
$585,979
$ 1,577,604
$ 1,166,189

11

Montage Gold Corp Notes to Condensed Interim Consolidated Financial Statements For the three and nine months ended September 30, 2020 and 2019 (All amounts expressed in Canadian Dollars, unless otherwise indicated) (Unaudited)

9. EXPLORATION AND PROJECT INVESTIGATION COSTS

Three months
ended
September 30,
Côte d’Ivoire
Burkina Faso
Total
2020
2019
Depreciation
33,644
Drilling
986,924
Exploration support and
administration
116,283
Field operation and
consumables
41,129
Geological consulting
8,243
Permitting and licensing fees
1,131
Salaries and benefits
153,862
Sampling, geological and other
evaluation costs
114,178
Stock-based compensation
expense
13,739
Travel and accommodation
11,694
-
33,644
-
986,924
6,818
123,101
-
41,129
3,286
11,529
32,685
33,816
20,035
173,897
-
114,178
-
13,739
7,330
19,024
Total exploration and
project investigation costs
1,480,827
70,154
1,550,981
Depreciation
6,393
Drilling
44,185
Exploration support and
administration
42,713
Field operation and
consumables
82,538
Geological consulting
11,016
Permitting and licensing fees
9,735
Salaries and benefits
171,574
Sampling, geological and other
evaluation costs
25,986
Travel and accommodation
17,794
5,124
11,517
-
44,185
15,263
57,976
656
83,194
-
11,016
-
9,735
33,720
205,294
453
26,439
1,265
19,059
Total exploration and
project investigation costs
411,934
56,481
468,415

12

Montage Gold Corp Notes to Condensed Interim Consolidated Financial Statements For the three and nine months ended September 30, 2020 and 2019 (All amounts expressed in Canadian Dollars, unless otherwise indicated) (Unaudited)

Nine months
ended
September 30,
Côte d’Ivoire
Burkina Faso
Total
2020
2019
Depreciation
100,631
-
100,631
Drilling
1,739,152
-
1,739,152
Exploration support and
administration
272,747
113,022
385,769
Field operation and
consumables
121,419
-
121,419
Geological consulting
18,808
23,449
42,257
Permitting and licensing fees
13,003
37,083
50,086
Salaries and benefits
541,744
467,615
1,009,359
Sampling, geological and other
evaluation costs
164,744
-
164,744
Stock-based compensation
expense
141,441
-
141,441
Travel and accommodation
17,854
22,901
40,755
Total exploration and
project investigation costs
3,131,543
664,070
3,795,613
Depreciation
13,942
5,124
19,066
Drilling
130,774
-
130,774
Exploration support and
administration
90,937
15,263
106,200
Field operation and
consumables
212,555
656
213,211
Geological consulting
33,336
-
33,336
Permitting and licensing fees
145,890
-
145,890
Salaries and benefits
555,051
33,720
588,771
Sampling, geological and other
evaluation costs
299,170
453
299,623
Travel and accommodation
66,580
1,265
67,845
Total exploration and
project investigation costs
1,548,235
56,481
1,604,716

13

Montage Gold Corp Notes to Condensed Interim Consolidated Financial Statements For the three and nine months ended September 30, 2020 and 2019 (All amounts expressed in Canadian Dollars, unless otherwise indicated) (Unaudited)

10. RELATED PARTY TRANSACTIONS

The related party with which the Company has transacted during the three and nine months ended September 30, 2020, was Geodex Consultants Ltd. (“Geodex”). Geodex is related by virtue of their proprietor being a director and officer of the Company. Related party transactions occur and are recorded at the amounts agreed between the parties.

a) Services received from related parties

Three months ended
September 30,
Related party
2020
2019
Geological consulting
Geodex
6,173
4,632
Total related party costs
6,173
4,632
Nine months ended
September 30,
2020
2019
17,993
22,370
17,993
22,370

The Company did not have any amounts due to related parties as at September 30, 2020.

Key management compensation

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. Key management personnel include the Company’s directors and executive officers.

The remuneration of key management personnel is as follows:

Three months ended
September 30,
2020
2019
Salaries and management fees
109,427
129,996
Short term benefits
4,039
2,090
Director fees
33,857
31,661
Stock-based compensation
48,606
103,478
Total key management compensation
195,929
267,225
Nine months ended
September 30,
2020
2019
403,227
297,955
11,490
7,603
100,837
57,312
218,487
129,861
734,041
492,731

14

Montage Gold Corp Notes to Condensed Interim Consolidated Financial Statements For the three and nine months ended September 30, 2020 and 2019 (All amounts expressed in Canadian Dollars, unless otherwise indicated) (Unaudited)

11. SEGMENT INFORMATION

The Company is principally engaged in the acquisition, exploration and development of mineral properties in Africa. The information regarding mineral properties and exploration and project investigation costs presented in Notes 5 and 9, respectively, represent the manner in which management reviews its business performance. The Company’s mineral properties and exploration and project investigation costs were located in Côte d’Ivoire and Burkina Faso as at September 30, 2020. On November 3, 2020, the Company completed its sale of its interests in Burkina Faso (see subsequent event note 14). The Company owns four permits and nine permit applications in Côte d’Ivoire. Materially all of the Company’s administrative costs are incurred by Montage’s Canadian legal entities, where materially all of the Company’s cash is held in the normal course of business until it is required to be deployed to the Company’s operating subsidiaries in support of ongoing and planned work programs.

Burkina Corporate & Total
Côte d’Ivoire Faso Other
September 30, Current assets 1,075,848 13,045 4,154,212 5,243,105
2020 Equipment 411,295 - 411,295
Mineral
properties 12,591,137 - 12,591,137
Other assets 23,020 - 23,020
Total Assets 14,101,300 13,045 4,154,212 18,268,557
Current
liabilities 602,193 1,756 563,078 1,167,027
December 31, Current assets 102,442 119,419 9,485,177 9,707,038
2019 Equipment 468,411 - - 468,411
Mineral -
properties 11,734,994 - 11,734,994
Other assets 24,460 24,460
Total Assets 12,330,307 119,419 9,485,177 21,934,903
Current
liabilities 679,623 15,267 168,510 863,400

15

Montage Gold Corp Notes to Condensed Interim Consolidated Financial Statements For the three and nine months ended September 30, 2020 and 2019 (All amounts expressed in Canadian Dollars, unless otherwise indicated) (Unaudited)

Three months
ended
September 30,
Côte
d’Ivoire
Burkina
Faso
Corporate &
Other
Total

-
1,550,981
678,997
678,997
678,997
2,229,978
-
468,415
578,001
578,001
578,001
1,046,416
2020
Exploration and project
investigation
1,480,827
70,154
General administration
and other items
-
-
Net loss
1,480,827
70,154
2019
Exploration and project
investigation
411,934
56,481
General administration
and other items
-
-
Net loss
411,934
56,481
Nine months
ended
September 30,
Côte
d’Ivoire
Burkina
Faso
Corporate &
Other
Total
2020
Exploration and project
investigation
3,131,543
664,070
-
3,795,613
General administration
and other items
-
-
1,338,525
1,338,525
Net loss
3,131,543
664,070
1,338,525
5,134,138
2019
Exploration and project
investigation
1,548,235
56,481
-
1,604,716
General administration
and other items
-
-
1,148,755
1,148,755
Net loss
1,548,235
56,481
1,148,755
2,753,471

12. NON-CONTROLLING INTEREST

Following the acquisition of Avant, Montage had a 51% equity interest in its subsidiaries which hold the Burkina Faso properties, with Predictive Discovery Limited owning 49%. The Predictive Discovery Limited ownership is reported as non-controlling interest. The Company did not attribute any value to the mineral properties acquired in Burkina Faso and impaired its fixed assets in Burkina Faso at December 31, 2019,

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Montage Gold Corp Notes to Condensed Interim Consolidated Financial Statements For the three and nine months ended September 30, 2020 and 2019 (All amounts expressed in Canadian Dollars, unless otherwise indicated) (Unaudited)

including site infrastructure, containers and equipment. The impairments reflected the deteriorating conditions in the country and the current operating conditions at its permit areas in Burkina Faso. On November 3, 2020, the Company completed its sale of its interests in Burkina Faso (see subsequent event note 14).

13. FINANCIAL INSTRUMENTS

The Company’s financial instruments consist of cash and cash equivalents and accounts payable. The carrying amounts reported in the consolidated statements of financial position for cash and cash equivalents, other receivables, and accounts payable approximate their fair value because of the immediate or shortterm maturity of these financial instruments.

The Company’s financial instruments are exposed to certain financial risks, including currency, credit and liquidity risk.

a) Currency risk

Foreign currency risk can arise when the Company or its subsidiaries transact in currencies other than their functional currencies or have net financial assets or liabilities which are denominated in currencies other than their respective functional currencies.

As at September 30, 2020, the Company did not have any material foreign currency risk exposure at its operations in Cote d’Ivoire or Burkina Faso.

b) Credit risk

Credit risks associated with cash is minimal as the Company deposits the majority of its cash with a large Canadian financial institution that has a strong investment grade rating.

c) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s financial liabilities are comprised of accounts payable and accrued liabilities. The Company frequently assesses its liquidity position by reviewing the timing of amounts due and the Company’s current cash flow position to meet its obligations. The Company manages its liquidity risk by maintaining sufficient cash and cash equivalents balances to meet its anticipated operational needs. The Company’s accounts payable and accrued liabilities arose as a result of exploration and development of its exploration and evaluation assets and other corporate expenses.

14. SUBSEQUENT EVENTS

On October 23, 2020, Montage completed its initial public offering of an aggregate of 27,272,728 common shares at a price of $1.10 per share for total proceeds of $30 million and commenced trading on the TSXV (“MAU”). Montage had granted the underwriters an over-allotment option exercisable in whole or in part at the sole discretion for a period of 30 days following the closing of the offering, to purchase up to an additional 15% of the common shares at the offering price issued as part of Montage’s initial public offering.

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Montage Gold Corp Notes to Condensed Interim Consolidated Financial Statements For the three and nine months ended September 30, 2020 and 2019 (All amounts expressed in Canadian Dollars, unless otherwise indicated) (Unaudited)

On October 30, 2020 the underwriters fully exercised their over-allotment option to acquire an additional 4,090,909 shares at the offering price resulting in additional aggregate gross proceeds of approximately $4.5 million.

On November 3, 2020, the Company completed the sale of its interests in Burkina Faso, which amounted to a 51% joint-venture stake in a series of companies holding a collection of exploration permits located in the eastern region of the country. The transaction was completed as a sale agreement of the Company’s holdings in a joint-venture company. The Company received consideration of approximately A$240,000 through the issuance of 4,028,477 common shares of Predictive Discovery Limited. With the completion of this sale, the Company no longer holds any property interests in Burkina Faso.

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