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Mako Mining — Interim / Quarterly Report 2020
Aug 27, 2020
45892_rns_2020-08-26_bb0089f1-52cf-44f4-b424-df9fb4168329.pdf
Interim / Quarterly Report
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CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2020 (Expressed in United States dollars)
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION Expressed in thousands of United States dollars (Unaudited)
| Expressed in thousands of United States dollars (Unaudited) |
|||||
|---|---|---|---|---|---|
| Note | June 30, 2020 | December 31, 2019 | |||
| ASSETS | |||||
| Current | |||||
| Cash and cash equivalents | $ | 1,077 | $ | 4,253 | |
| Receivables and refundable taxes | 3 | 1,429 | 2,142 | ||
| Inventories | 4 | 1,807 | 1,136 | ||
| Prepaid expenses,and other | 254 | 279 | |||
| Total current assets | 4,567 | 7,810 | |||
| Exploration and evaluation assets | 5 | 765 | 765 | ||
| Mineralproperty, plant and equipment | 6 | 27,227 | 10,005 | ||
| TOTAL ASSETS | $ | 32,559 | $ | 18,580 | |
| LIABILITIES AND SHAREHOLDERS' EQUITY | |||||
| Current liabilities | |||||
| Accounts payable and accrued liabilities | 7 | $ | 15,137 | $ | 10,445 |
| Provision for reclamation and rehabilitation | 8 | 660 | 1,413 | ||
| Total current liabilities | 15,797 | 11,858 | |||
| Accounts payable and accrued liabilities | 7 | 905 | 870 | ||
| Provision for reclamation and rehabilitation | 8 | 815 | 722 | ||
| Term loan | 9 | 15,776 | - | ||
| Total liabilities | 33,293 | 13,450 | |||
| Shareholders' equity (deficit) | |||||
| Share capital | 10 | 70,481 | 70,295 | ||
| Contributed surplus | 7,926 | 7,673 | |||
| Accumulated other comprehensive income (loss) | (1,931) | 1,577 | |||
| Deficit | (77,210) | (74,415) | |||
| Total shareholders' equity (deficit) | (734) | 5,130 | |||
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ | 32,559 | $ | 18,580 | |
Approved by the Audit Committee of the Board of Directors on August 25, 2020
”John Hick”, Audit Committee Chair “Akiba Leisman”, Director
Events after the reporting period (Note 15)
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
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CONDENSED INTERIM CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS Expressed in thousands of United States dollars, except per share amounts (Unaudited)
| (Unaudited) | |||||||
|---|---|---|---|---|---|---|---|
| For the three | months ended | For the six | months ended | ||||
| Note | June 30, 2020 | July 31, 2019 | June 30, 2020 | July 31, 2019 | |||
| Revenue | $ 52 | $ | 6,196 | $ | 552 | $ | 10,190 |
| Cost of sales | |||||||
| Production costs | - | (4,329) | (21) | (9,728) | |||
| Change in inventories | (82) | (730) | (562) | 1,225 | |||
| Depreciation,depletion and amortization | - | (21) | - | (42) | |||
| (82) | (5,080) | (583) | (8,545) | ||||
| Gross(loss) income | (30) | 1,116 | (31) | 1,645 | |||
| Exploration and evaluation expenses | (1,526) | (2,684) | (3,831) | (5,390) | |||
| General and administrative expenses | (1,666) | (730) | (2,787) | (1,605) | |||
| Other income (expense) | |||||||
| Accretion and interest expense | (20) | (12) | (47) | (24) | |||
| Loss on change in provision for reclamation and rehabilitation | (660) | - | (469) | - | |||
| Extinguishment of gold stream arrangement | - | - | - | (11,755) | |||
| Foreign exchange gain (loss) | (2,197) | (973) | 4,316 | 2,695 | |||
| Transaction cost | - | - | - | (23) | |||
| Interest income | 1 | 327 | 53 | 989 | |||
| Loss before income taxes | (6,098) | (2,956) | (2,796) | (13,468) | |||
| Income tax expense | - | - | - | (75) | |||
| Loss for the period | $ (6,098) |
$ | (2,956) | $ | (2,796) | $ | (13,543) |
| Other comprehensive income (loss) | |||||||
| Income (loss) for the period | (6,098) | (2,956) | (2,796) | (13,543) | |||
| Items subject to reclassification into statement of loss: | |||||||
| Foreign currencytranslation adjustment | 2,253 | 1,450 | (3,508) | 1,186 | |||
| Other comprehensive income(loss) for theperiod | 2,253 | 1,450 | (3,508) | 1,186 | |||
| Comprehensive loss for the period | $ (3,845) |
$ | (1,506) | $ | (6,304) | $ | (12,357) |
| Basic and diluted income (loss) per common share | $ (0.01) | $ | (0.01) | $ | - | $ | (0.04) |
| Weighted average common shares outstanding (thousands) | 583,946 | 357,613 | 583,824 | 330,405 |
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
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CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY Expressed in thousands of United States dollars (Unaudited)
| Expressed in thousands of United States (Unaudited) |
dollars | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares (000s) |
Share capital | Contributed surplus |
Accumulated other comprehensive income (loss) |
Deficit | Total | ||||||
| Balance at May 1, 2018 | 192,104 | $ | 36,056 | $ | 6,560 | $ | 421 | $ | (38,988) | $ | 4,049 |
| Shares issued on business combination | 91,233 | 10,632 | - | - | - | 10,632 | |||||
| Shares issued on private placement | 30,000 | 3,416 | - | - | - | 3,416 | |||||
| Share issue costs | - | (44) | - | - | - | (44) | |||||
| Shares issued on exercise of warrants | 67 | 11 | - | - | - | 11 | |||||
| Transfer of warrant value | - | 7 | (7) | - | - | - | |||||
| Share-based compensation | - | - | 395 | - | - | 395 | |||||
| Net loss | - | - | - | - | (26,890) | (26,890) | |||||
| Other comprehensive loss | - | - | - | (1,054) | - | (1,054) | |||||
| Balance at April 30, 2019 | 313,404 | $ | 50,078 | $ | 6,948 | $ | (633) | $ | (65,878) | $ | (9,485) |
| Shares issued on rights offering | 270,017 | 20,385 | - | - | - | 20,385 | |||||
| Share issue costs | - | (200) | - | - | - | (200) | |||||
| Shares issued on exercise of options | 280 | 21 | - | - | - | 21 | |||||
| Transfer of option value | - | 11 | (11) | - | - | - | |||||
| Share-based compensation | - | - | 736 | - | - | 736 | |||||
| Net loss | - | - | - | - | (8,537) | (8,537) | |||||
| Other comprehensive income | - | - | - | 2,210 | - | 2,210 | |||||
| Balance at December 31, 2019 | 583,701 | $ | 70,295 | $ | 7,673 | $ | 1,577 | $ | (74,415) | $ | 5,130 |
| Shares issued on exercise of options | 825 | 186 | (69) | - | - | 117 | |||||
| Share-based compensation | - | - | 322 | - | - | 322 | |||||
| Net loss | - | - | - | - | (2,795) | (2,795) | |||||
| Other comprehensive loss | - | - | - | (3,508) | - | (3,508) | |||||
| Balance at June 30, 2020 | 584,526 | $ | 70,481 | $ | 7,926 | $ | (1,931) | $ | (77,210) | $ | (734) |
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
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CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS Expressed in thousands of United States dollars (Unaudited)
| Expressed in thousands of United States dollars (Unaudited) |
||||
|---|---|---|---|---|
| For the six | months | ended | ||
| Note | June 30, 2020 | July 31, 2019 | ||
| Operating activities | ||||
| Net loss for the period | $ | (2,796) | $ | (13,543) |
| Non-cash items: | ||||
| Accretion expense | 11 | 23 | ||
| Depreciation, depletion and amortization | 8 | (88) | ||
| Change in provision for reclamation and rehabilitation | 469 | (1,685) | ||
| Interest expense | 657 | - | ||
| Share-based payments | 287 | 183 | ||
| Extinguishment of gold stream arrangement | - | 11,533 | ||
| Unrealized foreign exchange loss | (3,392) | 543 | ||
| (4,756) | (3,034) | |||
| Changes in non-cash workingcapital | (123) | (1,606) | ||
| Net cash used in operatingactivities | (4,879) | (4,640) | ||
| Investing activities | ||||
| Expenditures on mineralproperty, plant and equipment | (13,443) | (290) | ||
| Net cash used in investingactivities | (13,443) | (290) | ||
| Financing activities | ||||
| Proceeds on issue of shares, net of share issuance costs | - | 23,556 | ||
| Drawdown on term loan | 15,150 | - | ||
| Proceeds on exercise of options | 117 | 21 | ||
| Interestpaid | - | (45) | ||
| Net cashprovided byfinancingactivates | 15,267 | 23,532 | ||
| Effect of foreign exchange on cash and cash equivalents | (121) | (41) | ||
| Change in cash and cash equivalents | (3,176) | 18,561 | ||
| Cash and cash equivalents, beginning ofperiod | 4,253 | 1,481 | ||
| Cash and cash equivalents, end of period | $ | 1,077 | $ | 20,042 |
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
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NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three and six months ended June 30, 2020
All tabular amounts are in thousands of United States dollars unless otherwise stated (Unaudited)
1. NATURE OF OPERATIONS
Mako Mining Corp. (“Mako” or the “Company”) was incorporated on April 1, 2004 under the laws of the Yukon Territory and continued into British Columbia under the British Columbia Corporations Act. The Company is listed on the TSX Venture Exchange (“TSX-V”) under the symbol MKO. The address of the Company’s corporate office and principal place of business is Suite 2833 – 595 Burrard Street, Vancouver, BC, Canada.
Due to the Company's change in year-end from April 30 to December 31 in the 2019 calendar year, the comparative figures in these condensed interim consolidated financial statements are for the three and six months ended July 31, 2019.
The Company’s primary asset is the San Albino-Murra Property in Nicaragua (“San Albino Property”), which is in the development stage.
Going concern
These consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of operations for the foreseeable future.
As at June 30, 2020, the Company had cash and cash equivalents of $1,077,017 (December 31, 2019 - $4,253,102), a working capital deficit of $11,229,940 (December 31, 2019 – $4,047,611), and an accumulated deficit of $77,210,119 (December 31, 2019 - $74,414,613). The Company recorded net losses of $6,096,864 and $2,795,506 for the three and six months ended June 30, 2020, respectively (for the three and six months ended July 31, 2019 – $2,956,095 and $13,543,689, respectively); and for the six months ended June 30, 2020, had cash outflows from operating activities of $1,779,899 (for the six months ended July 31, 2019 - $4,639,927) and investing outflows of $16,541,463 (for the six months ended July 31, 2019 - $289,581). Subsequent to June 30, 2020, the Company completed a private placement for gross proceeds of C$28,400,000 (Note 15) that will be used to further the development of the Company’s San Albino Property and for general working capital purposes.
The Company has primarily raised funds through the sale of securities and more recently, through debt. The Company expects that it will continue to obtain funding through similar or other means depending on market conditions and other relevant factors at the time. However, there can be no assurance that the Company will be able to obtain such additional funding or obtain it on acceptable terms. These consolidated financial statements do not reflect the adjustments to carrying values of assets and liabilities that would be necessary should the going concern assumption prove to be inappropriate, and these adjustments could be material.
2. BASIS OF PRESENTATION
(a) Statement of compliance
These condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standard (“IAS”) 34, Interim Financial Reporting using accounting policies consistent with the International Financial Reporting Standards issued by the International Accounting Standards Board (“IFRS”). Accordingly, they do not include all the information and notes to the consolidated financial statements required by
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NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2020
All tabular amounts are in thousands of United States dollars unless otherwise stated (Unaudited)
IFRS for complete financial statements and should be read in conjunction with the Company’s most recent audited consolidated financial statements for the eight months ended December 31, 2019.
These condensed interim consolidated financial statements were approved for issuance by the Board of Directors on August 25, 2020.
- (b) Basis of presentation
The accounting policies and methods used in the preparation of these condensed interim consolidated financial statements are the same as those applied in the Company’s most recent audited consolidated financial statements for the eight months ended December 31, 2019 except for:
Borrowing costs
Borrowing costs are expensed as incurred except where they are directly attributable to the acquisition, construction or production of an asset that takes a substantial period of time to prepare for its intended use are capitalized as part of the cost of the asset. Capitalization of borrowing costs begin when there are borrowings and activities commence to prepare an asset for its intended use. Capitalization of borrowing costs ends when substantially all activity necessary to prepare a qualifying asset for its intended use are complete. Borrowing costs directly attributable to the construction of the San Albino Project have been capitalized within construction in progress costs.
These condensed interim consolidated financial statements have been prepared on a historical cost basis except for certain financial instruments that are measured at fair value.
(c) Use of judgements and estimates
The preparation of these condensed interim consolidated financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and reported amounts of assets and liabilities, income and expenses. 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 results may differ from these estimates.
Estimates and underlying assumptions are reviewed at each period end. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.
The significant judgments made by management in applying the Company’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements as at and for the eight months ended December 31, 2019.
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NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three and six months ended June 30, 2020
All tabular amounts are in thousands of United States dollars unless otherwise stated (Unaudited)
COVID-19 Estimation Uncertainty
In March 2020, the World Health Organization declared a global pandemic related to COVID-19. The current and expected impacts on global commerce are anticipated to be far reaching. To date there have been significant stock market declines, significant volatility in commodity and foreign exchange markets and the global movement of people and some goods has become restricted. On March 23, 2020, in response to the COVID-19 global pandemic, the Company announced some proactive changes to the San Albino gold project development schedule. Mako has reduced the employee and contractor workforce from 400 to slightly less than 250 people. While the Company continues to operate its business and move the development of the San Albino Project forward, there is significant ongoing uncertainty surrounding COVID-19 and the extent and duration of the impacts that it may have on future production, future cash flows in 2020 and on global financial markets. The Company is continuously monitoring the situation in Nicaragua, which could impact the timing of completion of the San Albino Mine.
3. RECEIVABLES AND REFUNDABLE TAXES
| RECEIVABLES AND REFUNDABLE TAXES | ||||
|---|---|---|---|---|
| June | 30, 2020 | December 31, 2019 | ||
| Value added taxes (IVA) | $ | 1,109 | $ | 2,066 |
| Other | 320 | 76 | ||
| $ | 1,429 |
$ | 2,142 |
|
Value added taxes (IVA) are refundable from the Government of Mexico and represent 16% of qualifying expenditures.
4. INVENTORIES
| INVENTORIES | ||
|---|---|---|
| June 30, 2020 | December 31, 2019 | |
| Finished metal | - | 558 |
| Supplies and spareparts | 1,807 | 578 |
| 1,807 $ |
1,136 $ |
|
As at December 31, 2019, finished metal inventory was recorded at cost.
5. EXPLORATION AND EVALUATION ASSETS
The following exploration and evaluation assets are located in Nicaragua:
| Potrerillos San Albino |
El Jicaro | Total | ||
| Balance, April 30, 2019 | $ - $ | 10 $ | 120 $ |
130 |
| Transfer to mineral property, plant and equipment | - | (10) | - | (10) |
| Acquired duringtheperiod | 645 | - | - |
645 |
| Balance, December 31, 2019 and June 30, 2020 | $ 645 $ | - $ | 120 $ | 765 |
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NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2020
All tabular amounts are in thousands of United States dollars unless otherwise stated (Unaudited)
6. MINERAL PROPERTY, PLANT AND EQUIPMENT
| Construction in | Land | Building | Equipment | Total | ||||||
| progress | ||||||||||
| Cost | ||||||||||
| As at April 30, 2019 | $ | - | $ | - | $ | 124 | $ | 1,060 | $ | 1,184 |
| Transfer from exploration and evaluation assets | 10 | - | - | - | 10 | |||||
| Additions | 8,253 | - | - | 1,310 | 9,563 | |||||
| Disposals | - | - | - | (63) | (63) | |||||
| Foreign currencytranslation adjustment | - | - | - | 1 | 1 | |||||
| As at December 31, 2019 | $ | 8,263 |
$ | - |
$ | 124 |
$ | 2,308 |
$ | 10,695 |
| Additions | 18,245 | 329 | - | - | 18,574 | |||||
| Disposals | - | - | - | (1,278) | (1,278) | |||||
| As at June 30, 2020 | $ | 26,508 |
$ | 329 |
$ | 124 |
$ | 1,030 |
$ | 27,991 |
| Accumulated depreciation | ||||||||||
| As at April 30, 2019 | $ | - | $ | - | $ | 94 | $ | 526 | $ | 620 |
| Disposals | - | - | - | (58) | (58) | |||||
| Depreciation | - | - | 8 | 119 | 127 | |||||
| Foreign currencytranslation adjustment | - | - | - | 1 | 1 | |||||
| As at December 31, 2019 | $ | - |
$ | - |
$ | 102 |
$ | 588 |
$ | 690 |
| Disposals | - | - | - | (63) | (63) | |||||
| Depreciation | - | - | 6 | 131 | 137 | |||||
| As at June 30, 2020 | $ | - |
$ | - |
$ | 108 |
$ | 656 |
$ | 764 |
| Net book value as at December 31, 2019 | $ | 8,263 |
$ | - |
$ | 22 |
$ | 1,720 |
$ | 10,005 |
| Net book value as at June 30, 2020 | $ | 26,508 |
$ | 329 |
$ | 16 |
$ | 374 |
$ | 27,227 |
San Albino Property, Nicaragua
During the eight months ended December 31, 2019, the Company’s Board approved the development of the San Albino Property. The Company made the decision to develop the mine based on a preliminary economic assessment, combined with other factors. Effective the date of this decision, all capitalized exploration and evaluation costs associated with San Albino were transferred to construction in progress, a non-depreciable category of mineral property until it is ready for its intended use.
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NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three and six months ended June 30, 2020
All tabular amounts are in thousands of United States dollars unless otherwise stated (Unaudited)
7. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
| June 30, 2020 | December 31, 2019 | |||
| Trade payables | $ | 7,591 | $ | 3,167 |
| Trade payables - mining contractor | 1,000 | 1,000 | ||
| Due to related parties | 195 | 198 | ||
| Mexico miningconcession taxes | 6,351 | 6,080 | ||
| $ | 15,137 |
$ | 10,445 |
|
| Non-current liability | ||||
| Tradepayables - miningcontractor | 905 | 870 | ||
| $ | 16,042 |
$ | 11,315 |
|
On October 7, 2019, the Company entered into a settlement agreement with the Company’s mining contractor in Mexico. The Company had an outstanding liability of $11,343,338 with the two parties agreeing to settle the balance of the liability for $6,000,000, payable as follows:
-
$4,000,000 (paid) on the date of signing the settlement agreement
-
$1,000,000 on the first anniversary of the settlement agreement
-
$1,000,000 on the second anniversary of the settlement agreement
Management has discounted the value of the long-term portion of the liability using a rate of 8%, which is management’s estimate of the weighted average cost of capital for the Company.
8. RECLAMATION AND REHABILITATION OBLIGATIONS
| June 30, 2020 | December 31, 2019 | |||
| Opening balance | $ | 2,135 | $ | 5,229 |
| Cash outflows for reclamation and rehabilitation activities | (1,796) | (842) | ||
| Changes in estimate | 1,125 | (2,275) | ||
| Accretion expense | 11 | 23 | ||
| Closing balance | $ | 1,475 | $ | 2,135 |
| Current portion | $ | 660 | $ | 1,413 |
| Long-termportion | 815 | 722 | ||
| $ | 1,475 |
$ | 2,135 |
|
The Company has recognized liabilities relating to La Trinidad mine and the San Albino Project and has determined that no significant closure and reclamation liabilities exist in connection with the activities on its other properties. The Company has calculated the present value of the closure and reclamation provision at June 30, 2020 using the undiscounted estimate of cash outflows associated with reclamation activities is $1,631,704 (December 31, 2019 - $2,160,963). The provision was determined using a discount rate of 0.16% - 1.18% (December 31, 2019 – 1.59%) and an inflation rate of 1.90% (December 31, 2019 – 1.97%). The Company intends to complete the reclamation activities on La Trinidad by the middle of 2022.
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NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three and six months ended June 30, 2020
All tabular amounts are in thousands of United States dollars unless otherwise stated (Unaudited)
Reclamation activities at the La Trinidad mine commenced during the eight months ended December 31, 2019.
9. TERM LOAN
On February 20, 2020, the Company entered into a $15,150,000 unsecured term loan facility (the “Term Loan”) from Wexford Catalyst Trading Limited, Wexford Spectrum Trading Limited and Debello Trading Limited (collectively, the “Lenders”), each private investment funds managed by the Company’s controlling shareholder, Wexford Capital LP (“Term Loan Agreement”). The Term Loan matures in August 2022 and may be prepaid at any time, in whole or in part, at par plus accrued but unpaid interest, without penalty or premium. The Term Loan bears interest at the rate of 8.0% per annum until the first anniversary of the closing date, increasing to 10% per annum thereafter, which interest is payable semi-annually on June 30[th] and December 31[st] each year, with the first interest payment due on December 31, 2020. The Company has agreed to pay a non-refundable up-front fee of $150,000 to the Lenders on the closing of the Term Loan.
The Company has made drawdowns of $5,150,000 on February 21, 2020, $5,000,000 on April 1, 2020 and $5,000,000 on May 15, 2020. As at June 30, 2020, the Term Loan was fully drawn.
If the Loan is not repaid in full on or prior to the first anniversary of the closing date, then the Company must pay to the Lenders cash bonus interest on the first anniversary of the closing date and on each successive anniversary in an amount equal to the cash equivalent of 500 ounces of gold calculated based on the average Gold Fixing Price in the London Bullion Market during the most recently completed calendar month at the time the payment is made, in accordance with the applicable formula set out in the Term Loan Agreement.
During the six months ended June 30, 2020, the Company recorded accrued interest on the Term Loan of $296,098, which has been capitalized to construction in progress. Due to the uncertainty of COVID-19 management has assumed that the Term Loan will be outstanding on the first anniversary of the closing date. As such, the Company has accrued a cash bonus interest of $324,556 based on a gold futures price per ounce of $1,828.
10. SHARE CAPITAL
-
(a) Authorized - Unlimited number of common shares, without par value.
-
(b) Issued
-
(i) On May 26, 2020, the Company issued 825,000 common shares on the exercise of 825,000 stock options for gross proceeds of $117,353 (C$160,062). The fair value associated with these options was $68,636 which was transferred from contributed surplus to share capital.
-
(ii) On July 23, 2019, the Company completed a rights offering whereby the Company issued 270,017,178 common shares of the Company for gross proceeds of C$27,017,178 and incurred share issuance costs of C$265,488.
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NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three and six months ended June 30, 2020
All tabular amounts are in thousands of United States dollars unless otherwise stated (Unaudited)
- (c) Share options
| For the six | months ended | For the eight | months ended | |
|---|---|---|---|---|
| June 30, 2020 | December 31, 2019 | |||
| Weighted | Weighted | |||
| Number | average | Number | average | |
| of options | exerciseprice | of options | exerciseprice | |
| Opening balance | 50,160,000 | C$0.25 | 10,660,000 | C$0.22 |
| Granted | - | - | 42,500,000 | 0.26 |
| Forfeited | (75,000) | 0.1625 | - | - |
| Exercised(1) | (825,000) | (0.1940) | (280,000) | 0.10 |
| Expired | - | - | (2,720,000) | 0.15 |
| Ending balance | 49,260,000 | C$0.26 | 50,160,000 | C$0.25 |
| Options exercisable | 17,460,000 | C$0.20 | 18,285,000 | C$0.20 |
(1) The weighted average share price at the date of exercise during the six month period ended June 30, 2020 was C$0.46 and for the eight months ended December 31, 2019 C$0.11
During the period, 800,000 stock options were exercised at C$0.195 and 25,000 stock options were exercised at C$0.1625 for gross proceeds to the Company of $160,062.
During the three and six months ended June 30 2020, the Company recorded share-based payments relating to the vesting of previously granted options of $158,256 and $322,032, of which $141,222 and $287,369 is included in general and administrative expenses in net income (loss) and $17,034 and $34,663 is included in construction in progress.
11. RELATED PARTY TRANSACTIONS
- (a) Key management compensation
Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company, and comprise the Company’s Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, VP Corporate Development, VP Exploration and Directors.
| For the three months ended For the six months ended |
|
| June 30, 2020 July 31, 2019 June 30, 2020 July 31, 2019 |
|
| Director fees | $ 45 $ 79 $ 76 $ 139 |
| Salaries, consulting and management fees |
313 122 519 593 |
| Share-based compensation | 140 - 287 - |
| Total | $ 498 $ 201 $ 882 $ 732 |
At June 30, 2020, $67,966 (December 31, 2019 - $5,356) is included in accounts payable.
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NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three and six months ended June 30, 2020
All tabular amounts are in thousands of United States dollars unless otherwise stated (Unaudited)
- (b) Tes-Oro Mining Group, LLC (“Tes-Oro”)
Tes-Oro is a private company controlled by the Company’s Chief Operating Officer. Tes-Oro is a full-service engineering, procurement and construction management firm working exclusively with the Company. During the three and six months ended June 30, 2020, the Company expensed fees relating to consulting services of $84,720 and $237,754 (for the three and six months ended July 31, 2019 - $632,022 and $788,773) in exploration expenses and $61,250 and 112,671 in construction in progress. Amounts payable to Tes-Oro as at June 30, 2020 were $126,731 (December 31, 2019 were $134,077).
12. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
- (a) Carrying amount versus fair value
Financial Instruments measured at fair value are classified into one of three levels 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:
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); and
Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs). The Company’s financial instruments include cash and cash equivalents, receivables and accounts payable. The carrying values of cash, receivables and accounts payables approximate fair value because of the short-term nature of these instruments or capacity of prompt liquidation.
The Company does not have any financial instruments that are measured using level 3 inputs.
During the six months ended June 30, 2020 there were no transfers between level 1, level 2 and level 3 classified assets and liabilities.
13. SEGMENTED INFORMATION
As at June 30, 2020, the Company has one business segment, the production of gold and exploration of resources. The Company’s principal product is gold doré with the refined gold bullion sold in the London spot market by the subsidiary in Barbados. The gold doré is produced at the La Trinidad Mine in Mexico.
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NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three and six months ended June 30, 2020
All tabular amounts are in thousands of United States dollars unless otherwise stated (Unaudited)
All of the Company’s significant non-current assets are distributed by geographic locations as follows:
| Canada | Mexico | Nicaragua | Total | ||
| As at June 30, 2020 | |||||
| Mineral property, plant and equipment | $ - $ | - $ | 27,226 | $ | 27,226 |
| Exploration and evaluation assets | - | - | 765 | 765 | |
| As at December 31, 2019 | |||||
| Mineral property, plant and equipment | - | 230 | 9,775 | 10,005 | |
| Exploration and evaluation assets | - | - | 765 | 765 | |
14. SUPPLEMENTARY CASH FLOW INFORMATION
Changes in non-cash working capital comprise the following:
| Changes in non-cash working capital comprise the following: | ||||
|---|---|---|---|---|
| For the six | months | ended | ||
| June 30, 2020 | July 31, 2019 | |||
| Receivables and refundable taxes | $ | 705 | $ | (681) |
| Inventories | (670) | (5) | ||
| Prepaid expenses, and other | 17 | (71) | ||
| Accounts payable and accrued liabilities | 1,467 | (802) | ||
| Due to related parties | 154 | - | ||
| Provision for reclamation and rehabilitation - current liability | (1,796) | (47) | ||
| $ | (123) | $ | (1,606) | |
15. EVENTS AFTER THE REPORTING PERIOD
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(a) On July 16, 2020, the Company completed a private placement of 71,000,000 units for gross proceeds of C$28,400,000. Of which, 41,000,000 units were issued to Wexford Spectrum Trading Limited and Wexford Catalyst Trading Limited, funds managed by Wexford Capital LP (collectively, “Wexford”). Each unit consists of one common share of the Company and one-half of one common share purchase warrant (each whole common share purchase warrant, a “Warrant”). Each Warrant is exercisable by the holder thereof to purchase one common share of the Company at an exercise price of C$0.60 until January 16, 2022.
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(b) On July 21, 2020, the Company granted 1,300,000 stock options to its non-executive directors, each exercisable to acquire one common share of the Company at an exercise price of C$0.51 until July 21, 2025. The stock options vest as to 25% on the date of grant, and as to 25% on each of the first, second and third anniversary of the date of grant.
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(c) Subsequent to June 30, 2020, 470,000 stock options, with a weighted average exercise price of C$0.25, were exercised for gross proceeds to the Company of C$117,500.
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