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Leviathan Metals Corporation Interim / Quarterly Report 2022

Nov 27, 2021

47989_rns_2021-11-26_b6646aaf-4e05-45ca-927c-51084b571377.pdf

Interim / Quarterly Report

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Leviathan Gold Ltd

Condensed Consolidated Interim Financial Statements (Expressed in Canadian Dollars) (Unaudited - Prepared by Management)

For the three months ended September 30, 2021

NOTICE TO READER

Under National Instrument 51-102, Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that the interim financial statements have not been reviewed by an auditor.

The accompanying unaudited interim financial statements of the Company have been prepared by and are the responsibility of the Company's management. The Company's independent auditor has not performed a review of these interim financial statements in accordance with standards established by the Canadian Institute of Chartered Professional Accountants of Canada for a review of interim financial statements by an entity's auditor.

LEVIATHAN GOLD LTD.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION (Unaudited – Prepared by Management) (Expressed in Canadian Dollars) AS AT

September 30,
2021
June 30,
2021
ASSETS
Current
Cash
Receivables and prepaid expenses (Note 5)
Equipment(Note 6)
Exploration and evaluation assets(Note 7)
$ 6,995,762
94,511
7,090,273
212,654
700,051
$ 8,002,978
$ 8,177,550
225,911
8,403,461
214,268
710,213
$ 9,327,942

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current
Accounts payable and accrued liabilities (Note 7 and 9) $ 315,016 $ 443,651
Shareholders’ equity
Share capital (Note 8) 11,608,840 11,608,840
Contributed surplus (Note 8) 2,666,900 2,308,663
Accumulated other comprehensive income (78,468) (70,551)
Deficit (6,509,310) (4,962,661)
7,687,962 8,884,291
$ 8,002,978 $ 9,327,942

Nature and continuance of operations (Note 1)

Approved on Behalf of the Board on November 26, 2021:

Luke Norman ” “ Jonathan Richards ” Luke Norman - Director Jonathan Richards - Director

The accompanying notes are an integral part of these Condensed Consolidated Interim Financial Statements

LEVIATHAN GOLD LTD

CONDENSED CONSOLDIATED INTERIM STATEMENTS OF LOSS AND COMPREHENSIVE LOSS (Unaudited – Prepared by Management) (Expressed in Canadian Dollars)

For the three-month period ended September 30, 2021 September 30, 2020
EXPENSES
Depreciation (Note 6)
Director Fees (Note 9)
Exploration costs (Note 7)
Foreign exchange
Investor relations
Management fees (Note 9)
Marketing and shareholder communications
Office and administrative expenses
Professional fees (Note 9)
Share-based payments (Note 8)
Transfer agent and filing fees
Travel
Loss from operations
Interest Income
Loss for the period
Other comprehensive loss
Exchange difference on translation of foreign operations
Comprehensive loss for the period
$ 18,875
18,750
950,349
831
21,000
82,500
14,838
28,424
24,544
358,237
1,889
30,086
(1,550,323)
3,674
(1,546,649)
(7,917)
$ (1,554,566)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$ -
Basic and diluted loss per common share
Weighted average number of common shares outstanding –
basic and diluted
$ (0.02)
99,723,831
$ -
1

The accompanying notes are an integral part of these Condensed Consolidated Interim Financial Statements

LEVIATHAN GOLD LTD

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS (Unaudited – Prepared by Management (Expressed in Canadian Dollars)

For the three-monthperiod ended September 30,2021 September 30,2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period
Items not involving cash:
Depreciation
Share-based payments
Non-cash working capital item changes:
Prepaid expenses
Receivables and prepaid expenses
Accounts payable and accrued liabilities
Net cash used in operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Equipment acquisition costs
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Share issued for cash
Net cash provided by financing activities
Change in cash for the period
Foreign exchange
Cash, beginning of period
Cash, end of period
$ (1,546,649)
18,875
358,237
14,579
116,821
(128,635)
(1,166,772)
(20,380)
(20,380)
-
-
(1,187,152)
5,364
8,177,550
$ 6,995,762
$ -
-
-
-
-
-
-
-
-
1
1
1
-
-
$ 1

There were no material non-cash transactions during the period ended September 30, 2021. No cash was paid for interest or taxes for the period ended September 30, 2021.

The accompanying notes are an integral part of these Condensed Consolidated Interim Financial Statements

LEVIATHAN GOLD LTD.

CONDENSED CONSOLIDATED INTERIM STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIENCY) (Unaudited – Prepared by Management)

(Expressed in Canadian Dollars)

Number Amount Contributed
Surplus
Accumulated
Comprehensive
Loss
Deficit Total
Balance, June 30, 2020 and
September 30, 2020
Share distribution on spin-out
Amalgamation with FinCo
Share issuance costs
Share-based payments
Loss for the period
Balance, June 30, 2021
Share-based payments
Loss for the period
Balance, September 30, 2021
1
67,907,830
31,816,000
-
-
99,723,831
-
-
99,723,831
$ 1
-
12,390,739
(781,900)
-
-
11,608,840
-
-
$ 11,608,840
$ -
-
-
403,200
1,905,463
-
2,308,663
358,237
-
$ 2,666,900
$ -
-
-
-
-
(70,551)
(70,551)
-
(7,917)
$ (78,468)
$ -
-
-
-
-
(4,962,661)
(4,962,661)
-
(1,546,649)
$ (6,509,310)
$ 1
-
12,390,739
(378,700)
1,905,463
(5,033,212)
8,884,291
358,237
(1,554,566)
$ 7,687,962

The accompanying notes are an integral part of these Condensed Consolidated Interim Financial Statements .

LEVIATHAN GOLD LTD. NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited – Prepared by Management) (Expressed in Canadian Dollars) FOR THE PERIOF ENDED SEPTEMBER 30, 2021

1 NATURE AND CONTINUANCE OF OPERATIONS

Leviathan Gold Ltd., (the “Company”) was incorporated under the Business Corporations Act (British Columbia) (“BCBCA”) on June 24, 2020. The Company is principally engaged in the acquisition and exploration of resource properties in Victoria, Australia. The Company was incorporated as the target company for certain assets and liabilities that were spun out from Fosterville South Exploration Ltd. (“Fosterville”). During the year ended June 30, 2021, the Company was spun out from Fosterville and the projects were acquired (refer to note 4 for a description of the transaction). The Company’s shares are publicly traded on TSX Venture Exchange (“TSXV”) under the symbol LVX.

The address of its head office is located at Suite 488-1090 West Georgia Street, Vancouver, British Columbia, Canada V6E 3V7. The Company’s registered and records office is 2900-550 Burrard Street, Vancouver, British Columbia, Canada, V6C 0A3.

In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn. It is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company’s ability to raise funds or complete the Transactions.

These condensed consolidated interim financial statements have been prepared on a going concern basis in accordance with International Financial Reporting Standards (“IFRS”) with the assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business.

The Company’s continuing operations, as intended, are dependent upon its ability to identify, evaluate and negotiate an acquisition of or participation in an interest in properties, assets, or businesses. The Company has incurred losses from inception and does not currently have the financial resources to sustain operations in the long-term. While the Company has been successful in obtaining its required funding in the past, there is no assurance that such future financing will be available or be available on favourable terms. An inability to raise additional financing may impact the future assessment of the Company as a going concern. These material uncertainties may cast significant doubt about the ability of the Company to continue as a going concern.

2 BASIS OF PRESENTATION

Statement of compliance

These condensed consolidated interim financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board applicable to the preparation of interim financial statements, including IAS 34, Interim Financial Reporting. These condensed consolidated interim financial statements are compliant with IAS 34 and do not include all of the information required for full annual financial statements.

Basis of presentation

The condensed consolidated interim financial statements have been prepared on the historical cost basis except for certain financial instruments that are measured at revalued amounts or fair values, as explained in the accounting policies below. In addition, the consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow disclosure.

These consolidated financial statements are presented in Canadian dollars, which is also the Company’s functional currency.

LEVIATHAN GOLD LTD. NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE PERIOF ENDED SEPTEMBER 30, 2021 (Expressed in Canadian Dollars)

2 BASIS OF PRESENTATION (cont’d…)

Consolidation

These condensed consolidated interim financial statements include the financial statements of the Company and its wholly owned and controlled subsidiaries, Leviathan Gold (Australia) PTY Ltd. (“Leviathan Australia”), incorporated in Australia on June 29, 2020, and 1274996 B.C Ltd, incorporated in British Columbia, Canada.

Leviathan and 1274996 B.C Ltd have a functional currency of Canadian Dollar (CAD) and Leviathan Australia has a functional currency of Australian Dollar (AUD).

Control is achieved when the Company has the power to, directly or indirectly, govern the financial and operating policies of an entity so as to obtain benefits from its activities. Subsidiaries are fully consolidated from the date on which control is obtained and continue to be consolidated until the date that such control ceases. Intercompany balances, transactions and unrealized intercompany gains and losses are eliminated upon consolidation.

3 SIGNIFICANT ACCOUNTING POLICIES

The Company’s accounting policies are the same as those applied in the Company’s consolidated financial statements for the year ended June 30, 2021. These condensed consolidated interim financial statements should be read in conjunction with the Company’s consolidated financial statements for the year ended June 30, 2021.

Significant judgements, estimates and assumptions

The preparation of these financial statements requires management to make judgment, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual outcomes could differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and further periods if the review affects both current and future periods.

The preparation of these financial statements requires management to make judgements regarding the going concern of the Company, as disclosed in Note 1.

4 SPIN-OUT OF LEVIATHAN GOLD LTD AND AMALGAMATION WITH LEVIATHAN GOLD FINANCE LTD

On October 1, 2020, the Company entered into an Arrangement Agreement (the “Arrangement Agreement”) with Fosterville and Leviathan Gold Finance Ltd (“FinCo”). Under the terms of the Arrangement Agreement, Fosterville, pursuant to a Plan of Arrangement, spun-out the Company on November 23, 2020 and Fosterville completed a share split of the Company’s shares and distributed 67,907,831 Company shares to the Fosterville shareholders (the “SpinOut”).

LEVIATHAN GOLD LTD. NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE PERIOF ENDED SEPTEMBER 30, 2021 (Expressed in Canadian Dollars)

4 SPIN-OUT OF LEVIATHAN GOLD LTD AND AMALGAMATION WITH LEVIATHAN GOLD FINANCE LTD (cont’d…)

Following completion of the Spin-Out, FinCo completed the following financings (the “Financings”):

  • Raised $30,000, at a price of $0.005 pursuant to the issuance of 6,000,000 common shares to the new management and board of FinCo, which was advanced to the Company for working capital: and

  • Raised $12,908,000, at a price of $0.50 pursuant to the issuance of 25,816,000 subscription receipts, of which $12,061,705 was held in escrow pending the successful completion of the amalgamation, $550,892 was paid to towards agents’ commissions, expenses, and other share issuance costs and $295,403 was released and advanced to the Company for working capital. The Company issued 1,547,000 broker warrants in connection with the financing. Each broker warrant entitles the holder to acquire one common share of the Company for a period of 24 months from closing.

Following completion of the Financings, Leviathan Australia entered into an agreement to acquire certain exploration properties, known as the Avoca and Timor Projects and certain other tenements, from Fosterville’s wholly owned subsidiary, Currawong Resources Pty Ltd. (“Currawong”). The Company paid AUD$764,081 and assumed the underlying royalty obligations (Note 7).

Prior to the completion of acquisition of exploration properties from Currawong, the Company caused 1274996 B.C Ltd., a wholly owned subsidiary of the Company, to amalgamate with FinCo (the “Amalgamation”), with the Company issuing 31,816,000 shares of the Company to the former securityholders of FinCo in connection with such amalgamation.

The fair value of the FinCo net assets on the date of amalgamation, substantially all of which consisted of cash, was $12,390,739. FinCo is not considered to be a business and accordingly, the FinCo acquisition is accounted for as a financing transaction. The shares issued in connection with the acquisition of FinCo were valued on the basis of the fair value of the net assets received, as presented below:

Cash $ 12,065,336
Receivable from the Company 325,403
Total net assets $ 12,390,739

5 RECEIVABLES AND PREPAID EXPENSES

September 30, 2021 June 30, 2021
Goods and service tax (“GST”) receivable
Prepayments
Other
Total
$ 70,528
16,106
7,877
$ 94,511
$ 195,226
30,685
-
$ 225,911

LEVIATHAN GOLD LTD. NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE PERIOF ENDED SEPTEMBER 30, 2021 (Expressed in Canadian Dollars)

6 EQUIPMENT

Equipment Equipment Computers Computers Vehicles Total
Cost
Balance at June 30, 2020 $ - $ - $ - $ -
Additions 111,423 16,038 109,637 237,098
Foreign exchange (3,748) (539) (3,688) (7,975)
Balance at June 30, 2021 107,675 15,499 105,949 229,123
Additions 14,274 - 6,106 20,380
Foreign Exchange (2,043) (222) (1,731) (3,996)
Balance at September 30, 2021 119,906 15,277 110,324 245,507
Accumulated depreciation
Balance at June 30, 2020 - - - -
Depreciation 7,429 1,207 6,737 15,373
Foreign exchange (250) (41) (227) (518)
Balance at June 30, 2021 7,179 1,166 6,510 14,855
Depreciation 10,091 3,131 5,653 18,875
Foreign exchange (458) (127) (292) (877)
Balance at September 30, 2021 $ 16,812 $ 4,170 $ 11,871 $ 32,853
Carrying amount
As at June 30, 2021 $ 100,496 $ 14,333 $ 99,439 $ 214,268
As at September 30, 2021 $ 103,094 $ 11,107 $ 98,453 $ 212,654

7 EXPLORATION AND EVALUTATION ASSETS

During the year ended June 30, 2021, Leviathan Australia entered into an agreement to acquire exploration properties, known as the Avoca and Timor Projects and certain other tenements, from Fosterville’s wholly owned subsidiary, Currawong. The Company agreed to acquire the exploration properties for $747,424 (AUD$764,08) and assume the underlying obligations as per the original purchase agreement when Currawong acquired the Properties.

The underlying obligations are due to Mercator Gold Australia Pty. Ltd. (“Mercator”), a subsidiary of Alternative Investment Market-listed ECR Minerals PLC. The Company will pay Mercator AUD$1 for every ounce of gold or gold equivalent of measured resource, indicated resource or inferred resource within one or more of the tenements comprising the gold projects, which payment shall not exceed a total of AUD$1,000,000. In the event the Company carries out commercial production on the gold projects, the Company will pay Mercator AUD$1 for every ounce of gold or gold equivalent ounces produced from the tenements comprising the gold projects, which payment shall not exceed a total of AUD$1,000,000.

Below is a summary of the changes in the exploration and evaluation assets for the three-months period ended September 30, 2021:

September 30, 2021 June 30, 2021
Balance, June 30, 2021 $ 710,213 $ -
Avoca, Timor acquisition - 747,424
Foreign exchange (10,162) (37,211)
Balance, September 30, 2021 $ 700,051 $ 710,213

LEVIATHAN GOLD LTD. NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE PERIOF ENDED SEPTEMBER 30, 2021 (Expressed in Canadian Dollars)

7 EXPLORATION AND EVALUTATION ASSETS (cont’d…)

During the period ended September 30, 2021, the Company incurred exploration costs as follows:

Exploration Expenditures Avoca
Project
Timor
Projects
Total
Assay
Data compilation
Drilling
Equipment rental
Field expenditures
Geological consulting
Geophysics
Project administration
Rehabilitation
Project management
Salaries and wages
Tenement administration & fees
Travel
$ 35,151
$ 59,300
$ 94,451
10,664
10,664
21,328
171,385
182,569
353,954
11,880
3,846
15,726
31,812
30,398
62,210
51,636
35,532
87,168
39,941
39,941
79,882
-
9,048
9,048
-
9,496
9,496
22,500
22,500
45,000
73,433
76,039
149,472
8,794
3,014
11,808
10,443
363
10,806
$ 467,639
$ 482,710
$ 950,349

During the three months ended September 30, 2020, the Company did not incur any exploration costs.

8 SHARE CAPITAL

(a) Authorized

Unlimited number of common shares without par value.

  • (b) Issued and outstanding

During the period ended September 30, 2021 the Company did not issue any shares.

During the year ended June 30, 2021:

  • The Company was spun-out from Fosterville and completed a forward split of its share. Fosterville distributed 67,907,831 common shares to its shareholders.

The shares issued under the Spin-Out to the Fosterville Shareholders and the Founder Shares are subject to a Tier 2 Value Security Escrow pursuant to the rules of the TSXV, with such common shares to be released as to 10% upon the issuance by the TSXV of the Exchange Bulletin and thereafter released in 15% increments every 6 months.

  • On February 2, 2021 the Company caused 1274996 B.C Ltd., a wholly owned subsidiary of the Company, to amalgamate with FinCo, with the Company issuing 31,816,000 shares of the Company to the former securityholders of FinCo in connection with the amalgamation. The fair value of the FinCo net assets on February 2, 2021, substantially all of which consisted of cash, was $12,390,739 (note 4).

LEVIATHAN GOLD LTD. NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE PERIOF ENDED SEPTEMBER 30, 2021 (Expressed in Canadian Dollars)

  • 8 SHARE CAPITAL (cont’d…)

Issued and outstanding (cont’d…)

The Company paid share issuance costs of $378,700 and issued 1,547,000 broker warrants. Each broker warrant is exercisable into one common share at a price of $0.50 for a period of 2 years expiring February 3, 2023.

The Broker Warrants were valued at $570,457 using Black-Scholes. The Company used the following assumptions when valuing the underwriters warrants: expected volatility of 100%, risk free interest rate of 0.16%, life of 2 years, dividend yield of 0% and forfeiture rate of 0%.

Escrowed shares

As at September 30, 2021, the Company has 55,430,873 common shares subject to escrow release restrictions, of which, 11,086,175 common shares will be released on each of the following dates: February 10, 2022, August 10, 2022, February 10, 2022, August 10, 2023, and February 10, 2024.

Stock Options and Warrants

During the period ended September 30, 2021, the Company did not grant any stock options. The Company recognized share-based payments expense of $358,237 for options granted and vested during the period ended September 30, 2021.

The changes in the stock options and share purchase warrants for the period ended September 30, 2021 are as follows:

Stock Options
Warrants
Number
Weighted
Average
Exercise Price
$
Number
Weighted
Average
Exercise
Price
$
Outstanding, June 30, 2020
Granted
Balance, outstanding, June 30,
2021 and September 30, 2021
-
-
-
-
7,000,000
0.50
1,543,500
0.50
7,000,000
0.50
1,543,500
0.50
Balance, exercisable, September
30, 2021
4,512,500
0.50
1,543,500
0.50

The balance of stock options and share purchase warrants outstanding as at September 30, 2021 was as follows:

Number Number Remaining
Expiry Date Outstanding Exercisable Exercise Price- $ Life (Years)
Stock options
January 29, 2026 7,000,000 4,512,500 0.50 4.33
Warrants
February 2, 2023 1,543,500 1,543,500 0.50 1.19

LEVIATHAN GOLD LTD. NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE PERIOF ENDED SEPTEMBER 30, 2021 (Expressed in Canadian Dollars)

8 RELATED PARTY TRANSACTIONS

Key management personnel includes those persons having authority and responsibility for planning, directing, and controlling the activities of the Company as a whole. The Company has determined that key management personnel consists of members of the Board and corporate officers, including the Company’s Chief Executive Officer and Chief Financial Officer.

During the three-months period ended September 30, 2021 the Company entered into the following transactions with related parties, not disclosed elsewhere in these condensed consolidated interim financial statements:

September 30, 2021
September 30, 2020
Director fees
Professional fees
Exploration costs
Management fees
Share-based payments
$ 18,750
$ -
22,500
-
45,000
-
82,500
-
295,894
-
$ 464,644
$ -

As at September 30, 2021, $81,603 (June 30, 2020 - $nil) was included in accounts payable and accrued liabilities owing to officers and directors of the Company in relation to professional fees and reimbursement of expenses.

9 SEGMENT INFORMATION

The Company operates in one reportable operating segment, being the acquisition, exploration, and evaluation of resource properties in Victoria, Australia.

10 FINANCIAL AND CAPITAL RISK MANAGEMENT

Financial assets and liabilities are classified in the fair value hierarchy according to the lowest level of input that is significant to the fair value measurement. Assessment of the significance of a particular input to the fair value measurement requires judgement and may affect placement within the fair value hierarchy levels. The hierarchy is as follows:

  • Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.

  • Level 2: 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 3: inputs for the asset or liability that are not based on observable market data (unobservable

The carrying value of receivables and accounts payable and accrued liabilities approximates fair value due to the short- term nature of the financial instruments. Cash is valued at a level 1 fair value measurement and is classified as fair value through profit or loss. Receivables are classified at amortized cost. Accounts payable and accrued liabilities are classified as amortized cost.

LEVIATHAN GOLD LTD. NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE PERIOF ENDED SEPTEMBER 30, 2021 (Expressed in Canadian Dollars)

10 FINANCIAL AND CAPITAL RISK MANAGEMENT (cont’d…)

Risk management

The Company is exposed to varying degrees to a variety of financial instrument related risks:

Credit risk

Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations.

The Company’s cash is held at a large Canadian financial institution in interest bearing accounts. The Company has no investment in asset backed commercial paper.

The Company’s receivables consist of goods and services tax receivable from the government of Canada.

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 manages liquidity risk through its capital management as outlined below. Accounts payable and accrued liabilities and loans payable are due within one year.

Market risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and commodity and equity prices.

a) Interest rate risk

The Company’s exposure to interest rate risk arises from the interest rate impact on cash. The Company’s practice has been to invest cash at floating rates of interest, in order to maintain liquidity, while achieving a satisfactory return for shareholders. There is minimal risk that the Company would recognize any loss as a result of a decrease in the fair value of any guaranteed bank investment certificates included in cash as they are generally held with large financial institutions. As at September 30, 2021, the Company is not exposed to significant interest rate risk.

b) Foreign currency risk

The majority of purchases are transacted in the Canadian dollar. Management believes the foreign exchange risk derived from currency conversions is not significant and therefore does not hedge its foreign exchange risk.

c) Price risk

The Company is exposed to price risk with respect to commodity prices. The Company closely monitors commodity prices to determine the appropriate course of action to be taken by the Company

LEVIATHAN GOLD LTD. NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE PERIOF ENDED SEPTEMBER 30, 2021 (Expressed in Canadian Dollars)

10 FINANCIAL AND CAPITAL RISK MANAGEMENT (cont’d…)

Capital management.

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue acquisition, exploration and evaluation of mineral properties and to maintain a flexible capital structure which optimizes the costs of capital at an acceptable risk. In the management of capital, the Company includes its components of shareholders’ equity (deficiency).

The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares, issue debt, acquire or dispose of assets or adjust the amount of cash.

The Company currently is not subject to externally imposed capital requirements. There were no changes in the Company’s approach to capital management.