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Maple Gold Mines — Interim / Quarterly Report 2021
Nov 11, 2021
46829_rns_2021-11-10_d09725ee-88e6-468f-8883-ad0416742f99.pdf
Interim / Quarterly Report
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Condensed consolidated interim financial statements of Maple Gold Mines Ltd. (An Exploration Stage Company) (unaudited)
September 30, 2021
| Notice of no auditor review of condensed consolidated interim financial | |
|---|---|
| statements | 1 |
| Condensed consolidated interim statement of financial position | 2 |
| Condensed consolidated interim statement of loss and comprehensive loss 3 | |
| Condensed consolidated interim statement of changes in equity | 4 |
| Condensed consolidated interim statement of cash flows | 5 |
| Notes to the condensed consolidated interim financial statements | 6–14 |
Notice of no auditor review of condensed consolidated interim financial statements
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 financial statements have not been reviewed by an auditor.
The accompanying unaudited condensed consolidated 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 financial statements in accordance with the standards established by the Chartered Professional Accountants of Canada for a review of interim financial statements by an entity's auditor.
Maple Gold Mines Ltd. Condensed consolidated interim statement of financial position
As at September 30, 2021
(Unaudited)
(Expressed in Canadian dollars)
| Notes Assets Current assets Cash and cash equivalents 3 Sales taxes receivable Prepaid expenses and deposits Property and equipment 4 Liabilities Current liabilities Accounts payable and accrued liabilities Sales taxes payable Share-based payment obligation 10(c) Payable to Revenu Quebec 7 Lease liabilities – current portion 8(b) Non-current liabilities Lease liabilities 8(b) Loan payable 9 Provision for site reclamation and closure Equity Share capital 10 Reserves 10 Deficit |
September 30, December 31, 2021 2020 $ $ |
|---|---|
| 16,718,202 20,014,801 — 243,642 365,940 725,344 |
|
| 17,084,142 20,983,787 306,108 563,679 |
|
| 17,390,250 21,547,466 |
|
| 272,787 1,410,300 73,487 — 205,773 — 178,306 446,689 192,911 309,911 |
|
| 923,264 2,166,900 |
|
| 52,812 194,985 40,000 40,000 50,384 50,384 |
|
| 1,066,460 2,452,269 |
|
| 67,212,269 67,085,588 14,327,405 13,724,236 (65,215,884) (61,714,627) |
|
| 16,323,790 19,095,197 |
|
| 17,390,250 21,547,466 |
The accompanying notes are an integral part of the unaudited condensed consolidated interim financial statemen
Approved by the Board
/s/ B. Matthew Hornor
B. Matthew Hornor, Director
/s/ Sean Charland
____ Sean Charland, Director
Page 2
Maple Gold Mines Ltd.
Condensed consolidated interim statement of loss and comprehensive loss
Three and nine months ended September 30, 2021 and 2020
(Unaudited)
(Expressed in Canadian dollars)
| Notes Operating expenses (income) Exploration and evaluation expenses 5 General and administrative 11 Finance income Finance expense Amortization of flow-through share premium 6 Loss and comprehensive loss for the period Basic and diluted loss per share Weighted average number of common shares outstanding (basic and diluted) |
Three months ended September 30, Nine months ended September 30, 2021 2020 2021 2020 $ $ $ $ |
|---|---|
| 115,997 542,581 487,576 1,986,099 893,082 544,017 3,408,107 1,470,972 (84,563) (85,555) (470,678) (163,519) 15,122 18,232 76,252 68,851 — (162,923) — (435,985) |
|
| 939,638 856,352 3,501,257 2,926,418 |
|
| 0.00 0.00 0.01 0.01 |
|
| 321,457,920 257,431,942 321,262,759 243,173,104 |
The accompanying notes are an integral part of the unaudited condensed consolidated interim financial statements.
Page 3
Maple Gold Mines Ltd.
Condensed consolidated interim statement of changes in equity
Three and nine months ended September 30, 2021 and 2020 (Unaudited)
(Expressed in Canadian dollars, except share amounts)
Equity attributable to shareholders
| Equity attributable to shareholders | |
|---|---|
| Notes | Share capital Reserves |
| Share-based Warrants Total Number Amount payments reserve reserve reserves Deficit Total $ $ $ $ $ $ |
|
| Balance, December 31, 2020 Shares issued on vesting of RSUs 10(b)(i) Shares issued for exploration property Share-based payments 10(c) Comprehensive loss Balance, September 30, 2021 |
321,067,848 67,085,588 3,822,248 9,901,987 13,724,236 (61,714,627) 19,095,197 284,002 76,681 (76,681) — (76,681) — — 128,400 50,000 — — — — 50,000 — — 679,850 — 679,850 — 679,850 — — — — — (3,501,257) (3,501,257) |
| 321,480,250 67,212,269 4,425,417 9,901,987 14,327,405 (65,215,884) 16,323,790 |
|
| Balance, January 1, 2020 Shares issued pursuant to a private placement, net of share issue costs 10(b)(i) Share-based payments 10(c) Comprehensive loss Balance, September 30, 2020 |
239,186,954 49,167,035 3,279,224 8,119,259 11,398,483 (57,245,735) 3,319,783 27,941,173 4,657,421 — — — — 4,657,421 — — 435,287 — 435,287 — 435,287 — — — — — (2,926,418) (2,926,418) |
| 267,128,127 53,824,456 3,714,511 8,119,259 11,833,770 (60,172,153) 5,486,073 |
The accompanying notes are an integral part of the unaudited condensed consolidated interim financial statements.
Page 4
Maple Gold Mines Ltd. Condensed consolidated interim statement of cash flows
Three and nine months ended September 30, 2021 and 2020
(Unaudited)
(Expressed in Canadian dollars)
| Operating activities Loss for the period Adjustments for Amortization of flow-through share premium Depreciation Share-based payments Finance income Finance expense Lease modification Loss on disposal of property and equipment Shares issued for exploration property Changes in non-cash working capital items Sales taxes receivable Mineral exploration tax credit receivable Prepaid expenses and deposits Receivable from JV partner Accounts payable and accrued liabilities Sales taxes payable Share-based payment obligation Payable to Revenu Quebec Investing activities Acquisition of property and equipment Proceeds on disposal of property and equipment Financing activities Proceeds from issuance of common shares, net of share issue costs Repayment of lease liabilities Receipt of sublease receivables Loan proceeds Net change in cash and cash equivalents Cash and cash equivalents, beginning of period Cash and cash equivalents, end of period |
Three months ended September 30, Nine months ended September 30, 2021 2020 2021 2020 $ $ $ $ |
|---|---|
| (939,638) (856,352) (3,501,257) (2,926,418) — (162,923) — (435,985) 67,378 84,524 241,054 264,486 116,230 149,324 679,850 435,287 — (3,596) — (16,759) 14,047 16,097 55,836 64,725 — (46,323) — (46,323) — — 6,810 — 50,000 — 50,000 — — (1,769) 243,642 (12,039) — — — 399,966 65,296 58,805 359,404 242,639 — (48,128) — (48,128) (136,752) (244,236) (1,137,514) (290,131) 22,894 — 73,487 — (18,117) — 205,773 — (268,382) — (268,382) 1,677 |
|
| (1,027,044) (1,054,577) (2,991,297) (2,367,003) |
|
| — (2,084) (72,451) (2,084) — — 45,000 — |
|
| — (2,084) (27,451) (2,084) |
|
| — 4,657,421 — 4,657,421 (66,613) (62,735) (277,851) (345,890) — 45,395 — 136,186 — — — 40,000 |
|
| (66,613) 4,640,081 (277,851) 4,487,717 |
|
| (1,093,657) 3,583,420 (3,296,599) 2,118,630 17,811,859 2,637,761 20,014,801 4,102,551 |
|
| 16,718,202 6,221,181 16,718,202 6,221,181 |
The accompanying notes are an integral part of the unaudited condensed consolidated interim financial statements.
Page 5
Maple Gold Mines Ltd. Notes to the condensed consolidated interim financial statements September 30, 2021 (Unaudited) (Expressed in Canadian dollars, unless otherwise stated)
1. Corporate information
Maple Gold Mines Ltd. (the “Company” or “Maple Gold”) is a company domiciled in Canada. Maple Gold was incorporated on June 3, 2010 under the Ontario Business Corporations Act and was continued under the Canada Corporations Act by articles of continuance dated June 22, 2011 and subsequently was continued under the British Columbia Business Corporations Act on January 7, 2021. The address of the Company’s registered office is 2200-885 West Georgia Street, Vancouver, BC V6C 3E8. The Company is primarily involved in the exploration of mineral resources.
In March 2020, the World Health Organization declared a global pandemic due to the novel coronavirus (COVID-19). The COVID-19 outbreak and related mitigation measures have had an adverse impact on global economic conditions resulting in government response actions, social distancing, business closures and disruptions. Epidemic diseases, such as COVID-19, may have a significant impact on the Company. The duration of the pandemic and its impact on the Company’s financial performance and position is an area of estimation uncertainty and judgment, which is continuously monitored and reflected in management’s estimates.
2. Basis of presentation
(a) Statement of compliance
These condensed consolidated interim financial statements have been prepared in accordance with IAS 34, Interim Financial Reporting. These condensed consolidated interim financial statements do not include all of the information and footnotes required by International Financial Reporting Standards (“IFRS”) for full annual financial statements and should be read in conjunction with the annual financial statements for the year ended December 31, 2020, which have been prepared in accordance with IFRS, as issued by the International Accounting Standards Board.
The accounting policies used in the preparation of these condensed consolidated interim financial statements are the same as those applied in the Company’s most recent annual financial statements for the year ended December 31, 2020 and reflect all the adjustments necessary for fair presentation in accordance with IFRS for the interim periods presented.
These condensed consolidated interim financial statements were approved and authorized for issuance by the Board of Directors of the Company on November 10, 2021.
(b) Basis of preparation and consolidation
These condensed consolidated interim financial statements have been prepared on a historical cost basis. The presentation currency is the Canadian dollar; therefore all amounts are presented in Canadian dollars unless otherwise noted.
These condensed consolidated interim financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries). Control exists when the Company has power over an investee, exposure or rights, to variable returns from its involvement with the investee and the ability to use its power over the investee to affect the amount of the Company’s returns.
On January 11, 2021, the Company incorporated a wholly owned subsidiary, MGM Douay Gold Project Ltd, under the Canada Business Corporations Act. MGM Douay Gold Project Ltd is the Company’s only subsidiary.
Page 6
Maple Gold Mines Ltd. Notes to the condensed consolidated interim financial statements September 30, 2021 (Unaudited) (Expressed in Canadian dollars, unless otherwise stated)
2. Basis of presentation (continued)
(c) Critical accounting judgments and estimates
The preparation of the financial statements in conformity with IFRS requires management to select accounting policies and make estimates and judgments that may have a significant impact on the financial statements. Estimates are continuously evaluated and are based on management’s experience and expectations of future events that are believed to be reasonable under the circumstances. Actual outcomes may differ from these estimates. The Company’s critical accounting judgements and estimates were presented in Note 2(c) of the audited annual financial statements for the year ended December 31, 2020 and have been consistently applied in the preparation of these condensed consolidated interim financial statements. No new judgements and estimates were applied for the periods ended September 30, 2021 and 2020.
(d) Accounting policies not yet adopted
Amendments to IAS 1 – Classification of Liabilities as Current or Non-current
The amendments to IAS 1 affect only the presentation of liabilities as current or noncurrent in the statement of financial position and not the amount or timing of recognition of any asset, liability, income or expenses, or the information disclosed about those items. The amendments clarify that the classification of liabilities as current or non-current is based on rights that are in existence at the end of the reporting period, specify that classification is unaffected by expectations about whether an entity will exercise its right to defer settlement of a liability, explain that rights are in existence if covenants are complied with at the end of the reporting period, and introduce a definition of ‘settlement’ to make clear that settlement refers to the transfer to the counterparty of cash, equity instruments, other assets or services. The amendments are applied retrospectively for annual periods beginning on or after January 1, 2023, with early application permitted. The Company is currently evaluating the impact of this adoption and it is expected not to materially impact the financial statements.
Page 7
Maple Gold Mines Ltd.
Notes to the condensed consolidated interim financial statements September 30, 2021 (Unaudited) (Expressed in Canadian dollars, unless otherwise stated)
3. Cash and cash equivalents
| Cash and cash equivalents | |
|---|---|
| Components of cash and cash equivalents Cash Cash equivalents |
September 30, December 31, 2021 2020 $ $ |
| 14,895,884 18,195,440 1,822,318 1,819,361 |
|
| 16,718,202 20,014,801 |
As at September 30, 2021, cash and cash equivalents includes $613,415 (December 31, 2020 - $Nil) of cash contributed by the Company to the Douay Gold-Joutel Joint Venture (Note 5) that has not yet been spent.
4. Property and equipment
| Cost Balance, January 1, 2020 Additions Disposals Balance, December 31, 2020 Additions Disposals Balance, September 30, 2021 Accumulated depreciation Balance, January 1, 2020 Depreciation Disposals Balance, December 31, 2020 Depreciation Disposals Balance, September 30, 2021 Net book value |
Right of use Camp Computer Office Leasehold assets equipment equipment furniture improvements Total $ $ $ $ $ $ |
|---|---|
| 727,644 85,875 126,315 11,884 100,040 1,051,758 358,298 — 2,084 12,000 — 372,382 (98,890) — — — — (98,890) |
|
| 987,052 85,875 128,399 23,884 100,040 1,325,250 |
|
| — 67,242 9,284 3,070 15,097 94,693 (259,875) (76,559) — — — (336,434) |
|
| 727,177 76,558 137,683 26,954 115,137 1,083,509 |
|
| 279,966 32,323 110,466 8,915 64,996 496,666 286,303 17,175 13,972 4,971 35,044 357,465 (92,560) — — — — (92,560) |
|
| 473,709 49,498 124,438 13,886 100,040 761,571 |
|
| 222,077 9,803 3,903 3,384 1,887 241,054 (200,475) (24,749) — — — (225,224) |
|
| 495,311 34,552 128,341 17,270 101,927 777,401 |
|
| December 31, 2020 | 513,343 36,377 3,961 9,998 — 563,679 |
| September 30, 2021 | 231,866 42,006 9,342 9,684 13,210 306,108 |
Page 8
Maple Gold Mines Ltd.
Notes to the condensed consolidated interim financial statements September 30, 2021 (Unaudited) (Expressed in Canadian dollars, unless otherwise stated)
5. Exploration and evaluation expenses
The exploration and evaluation expenses, which have been incurred in the respective periods, are as follows:
| Acquisition costs Artificial intelligence study field supplies Depreciation Digitization Drilling and core assaying Geophysics Licences and permits Salaries and benefits Share-based payments Mineral exploration tax credits Recoveries from JV partner Other exploration support costs Camp set up, camp costs and Acquisition costs Artificial intelligence study field supplies Depreciation Digitization Drilling and core assaying Equipment rental and fuel Environmental Geology Geophysics Licences and permits Salaries and benefits Share-based payments Mineral exploration tax credits Recoveries from JV partner Other exploration support costs Camp set up, camp costs and |
Three months ended September 30, 2020 Douay Joutel Eagle Morris Total $ $ $ $ $ $ 2021 |
|---|---|
| — — 100,000 5,000 105,000 — — — — — — 30,000 — — — — — — 113,178 23,877 — — — 23,877 63,072 — 154,080 — — 154,080 — (7,378) — — — (7,378) 12,264 — — 6,400 — 6,400 172,968 — — — — — 10,640 — — — — — 20,405 — 186 1,774 297 2,257 136,160 7,038 — — — 7,038 32,022 |
|
| 23,537 154,266 108,174 5,297 291,274 590,709 (175,277) — — — (175,277) — — — — — — (48,128) |
|
| (151,740) 154,266 108,174 5,297 115,997 542,581 |
|
| Nine months ended September 30, 2020 Douay Joutel Eagle Morris Total $ $ $ $ $ $ 2021 |
|
| — — 100,000 5,000 105,000 — — — — — — 30,000 — 9,870 — — 9,870 262,495 100,779 — — — 100,779 188,689 — 316,580 — — 316,580 — (7,378) — — — (7,378) 637,783 — — — — — 6,165 — — — — — 2,379 — — — — — 13,125 — 86,769 6,400 — 93,169 244,756 — — — — — 37,539 — — — — — 40,316 — 186 1,774 297 2,257 480,227 42,576 — — — 42,576 90,753 |
|
| 135,977 413,405 108,174 5,297 662,853 2,034,227 |
|
| (175,277) — — — (175,277) — — — — — — (48,128) |
|
| (39,300) 413,405 108,174 5,297 487,576 1,986,099 |
During the three and nine month periods ended September 30, 2020 all the exploration and evaluation expenses were incurred at the Douay Gold Project.
Page 9
Maple Gold Mines Ltd. Notes to the condensed consolidated interim financial statements September 30, 2021 (Unaudited) (Expressed in Canadian dollars, unless otherwise stated)
5. Exploration and evaluation expenses (continued)
(a) Douay and Joutel
On February 2, 2021 the Company and Agnico Eagle Mines Limited ("Agnico") entered into the Joint Venture Agreement (“JV Agreement”) pursuant to which the parties have agreed to form a 50-50 joint operation which will combine the Company’s Douay Gold Project and Agnico’s Joutel Project into a consolidated joint property package. The Douay Gold Project and Joutel Project (the latter hosting Agnico’s past-producing Telbel mine) are contiguous properties located in the James Bay subregion of Northern Quebec.
The terms and conditions of the JV Agreement, provide (i) Agnico will fund the joint operation $16,000,000 in exploration expenses, and fund $2,000,000 directly to the Company over a fouryear period; (ii) the Company will fund $2,000,000 in exploration expenses over the same fouryear period and contribute Property and Equipment with an approximate value of $40,000 located at the Douay Gold Project (iii) Agnico and the Company in year 1 will jointly fund an additional $500,000 in exploration of VMS targets on the western portion of the Douay Gold Project; and (iv) Agnico and the Company will each be granted a 2% Net Smelter Returns Royalty (“NSR”) on the property that they contribute to the joint operation, each with aggregate buyback provisions of $40 million.
Committed funding to the joint operation from both operators is expected to occur as follows, $4,000,000 in each of years one and two, $5,000,000 in year three and $5,500,000 in year four.
Amounts received by the Company from Agnico are deferred to the extent that the Company has future committed funding performance obligations to the joint operation. The deferred amounts are recognized as other income as the Company fulfills its funding performance obligation by incurring exploration and evaluation expenditures at the joint operation.
In March 2021, the Company received $250,000 from Agnico with regard to Agnico’s year 1 contribution to the Company, in accordance with the terms outlined above. During the three and nine months ended September 30, 2021, $Nil and $250,000 of this contribution was incurred on qualified exploration expenditures and, as at September 30, 2021, $Nil is recorded as a deferred gain on the condensed consolidated interim statement of financial position.
(b) Eagle
On July 19, 2021, the Company announced that it had entered into an option agreement with Globex Mining Enterprises Inc. (“Globex”) to acquire a 100% interest in the Eagle Mine Property (“Eagle”) in Quebec. The Company can earn a 100% interest in Eagle by completing payments to Globex totaling $1.2 million in cash and shares over five years and incurring exploration expenditures on Eagle of $1.2 million over a four year period as outlined in the table below.
| Date C On signing January 16, 2022 July 16, 2022 January 16, 2023 July 16, 2023 July 16, 2024 July 16, 2025 July 16, 2026 |
Cumulative exploration ash payments Shares expenditures $ $ $ |
|---|---|
| 50,000 Paid 50,000 Issued (Note 10(b)(ii)) — 50,000 50,000 200,000 50,000 50,000 200,000 62,500 62,500 200,000 62,500 62,500 500,000 75,000 75,000 800,000 100,000 100,000 1,200,000 150,000 150,000 1,200,000 |
|
| 600,000 600,000 1,200,000 |
Globex will retain a 2.5% Gross Metal Royalty (“GMR”) which is subject to a right of first refusal and can be reduced to a 1.5% GMR in consideration for a cash payment of $1.5 million.
Page 10
Maple Gold Mines Ltd. Notes to the condensed consolidated interim financial statements September 30, 2021 (Unaudited) (Expressed in Canadian dollars, unless otherwise stated)
5. Exploration and evaluation expenses (continued)
(c) Morris
On July 22, 2021, the Company acquired a 100% interest in 34 mining claims (the “Morris Claims”) located in the Morris Township, Quebec by paying $5,000 and issuing a 1% NSR in respect of the Morris Claims.
6. Flow-through share premium liability
| Balance, beginning of period Amortization of flow-through share premium Balance, end of period |
2021 2020 2021 2020 $ $ $ $ Three months ended September 30, Nine months ended September 30, |
|---|---|
| — 527,366 — 800,428 — (162,923) — (435,985) |
|
| — 364,443 — 364,443 |
-
(i) On December 23, 2019, the Company completed a non-brokered private placement for gross proceeds of $1,218,000 through the issuance of 8,700,000 flow-through shares at a price of $0.14 per flow-through share (note 10(b)(iii)). The flow-through shares were issued at a premium of $0.055 per flow-through share, with the total flow-through share premium liability related to the 8,700,000 flow-through shares issued being $478,500, representing the Company’s obligation to spend the $1,218,000 on eligible expenditures. The liability was fully amortized as of December 31, 2020.
-
(ii) On March 26, 2019, the Company completed a non-brokered private placement for gross proceeds of $2,300,000 through the issuance of 18,400,000 flow-through shares at a price of $0.125 per flow-through share (note 10(b)(i)). The flow-through shares were issued at a premium of $0.025 per flow-through share, with the total flow-through share premium liability related to the 18,400,000 flow-through shares issued being $460,000, representing the Company’s obligation to spend the $2,300,000 on eligible expenditures. The liability was fully amortized as of December 31, 2020.
7. Payable to Revenu Quebec
Revenu Quebec has conducted audits of the Company’s mineral exploration tax credit filings for the 2011 to 2019 tax years. Revenu Quebec has disallowed certain amounts that the Company believes are claimable qualifying expenditures. The Company intends to defend its filing positions and the Company has filed notice of objections with Revenu Quebec’s Appeals Division for each of the years 2012 to 2014, although there is no way of knowing to what extent the Company will be successful in its objections.
Page 11
Maple Gold Mines Ltd.
Notes to the condensed consolidated interim financial statements September 30, 2021 (Unaudited) (Expressed in Canadian dollars, unless otherwise stated)
8. Leases
(a) Sublease receivables
| Balance, beginning of period Lease payments received Interest income on sublease receivables Less: current portion Balance, end of period |
Three months ended September 30, Nine months ended September 30, 2021 2020 2021 2020 $ $ $ $ |
|---|---|
| — 85,723 — 163,351 |
|
| — (45,395) — (136,186) — 3,596 — 16,759 |
|
| — 43,924 — 43,924 — (43,924) — (43,924) |
|
| — — — — |
(b) Lease liabilities
| Balance, beginning of period Lease payments made Lease termination Lease modification Interest expense on lease liabilities Less: current portion Balance, end of period |
2021 2020 2021 2020 $ $ $ $ Three months ended September 30, Nine months ended September 30, |
|---|---|
| 298,289 349,384 504,896 584,559 (66,613) (62,735) (277,851) (345,890) — — (37,158) — — (46,323) — (46,323) 14,047 16,745 55,836 64,725 |
|
| 245,723 257,071 245,723 257,071 (52,812) (238,536) (52,812) (238,536) |
|
| 192,911 18,535 192,911 18,535 |
9. Loan payable
During the three month period ended June 30, 2020, the Company applied for the COVID-19 Relief Line of Credit as part of the Government-sponsored Canada Emergency Business Account (CEBA). The Company received a CEBA loan of $40,000 which is due on December 25, 2025. The loan is interest free until December 31, 2022 and bears interest of 5% per annum thereafter. If at least 75% of the loan principal is paid before December 31, 2022, the balance of the loan will be forgiven.
Page 12
Maple Gold Mines Ltd. Notes to the condensed consolidated interim financial statements September 30, 2021 (Unaudited) (Expressed in Canadian dollars, unless otherwise stated)
10. Share capital and reserves
- (a) Authorized
Unlimited common shares without par value
- (b) Share issuances
Year ended December 31, 2021
-
(i) On April 30, 2021 the Company issued 284,002 common shares on the vesting of 284,002 restricted share units.
-
(ii) On July 28, 2021 the Company issued 128,400 common shares with a deemed value of $50,000 with respect to the Eagle option agreement (Note 5(b)).
Year ended December 31, 2020
-
(iii) On July 31, 2020 and August 10, 2020, the Company closed the first and second tranches, respectively, of a non-brokered private placement of 27,941,173 common shares at a price of $0.17 per share for gross proceeds of $4,750,000. In connection with the placement, the Company incurred a total of $92,579 in cash share issuance costs.
-
(iv) On October 13, 2020, the Company issued 25,838,821 units of the Company (collectively, the “Units”) to Agnico in a non-brokered private placement at a price of $0.239 per Unit for total consideration of approximately $6,175,478 (the “Agnico Strategic Investment”). In connection with the placement, the Company incurred a total of $36,376 in cash share issuance costs.
Each Unit is comprised of one common share and one warrant (a “Unit Warrant”). Each Unit Warrant entitles the holder to acquire one common share at a price of $0.34 for a period of three years from issuance, subject to acceleration of the expiry date, at the option of Maple Gold, in the event the common shares trade on the Exchange above $0.60 for a period of twenty consecutive trading days at any time following two years from the closing date of the Agnico Strategic Investment. Consideration allocated to the 25,838,821 Unit Warrant’s was determined using the residual method with the value of the common shares being determined using market price with the balance of the $6,175,478 allocated to the Unit Warrant.
On October 13, 2020, in connection with the Agnico Strategic Investment, the Company and Agnico entered into the Agnico Investor Rights Agreement pursuant to which Agnico was granted certain rights, provided Agnico maintains certain ownership thresholds in Maple Gold, including: (i) the right to participate in equity financings in order to maintain its pro rata ownership in the Company at the time of such financing or acquire up to a 19.90% ownership interest in the Company; and (ii) the right (which Agnico has no present intention of exercising) to nominate one person (and in the case of an increase in the size of the Board to eight or more directors, two persons) to the Board of Directors.
- (v) On December 30, 2020, the Company closed a bought deal offering of 27,800,000 common shares at a price of $0.36 per common share for gross proceeds of $10,008,000. In connection with the prospectus offering, the Company incurred a total of $1,149,666 in cash share issuance costs, including $565,134 as a commission to the underwriter.
Page 13
Maple Gold Mines Ltd. Notes to the condensed consolidated interim financial statements September 30, 2021 (Unaudited) (Expressed in Canadian dollars, unless otherwise stated)
10. Share capital and reserves (continued)
(c) Share based compensation plans
On December 17, 2020, the Company adopted a rolling Equity Incentive Plan (the “Plan”), pursuant to which eligible directors, officers, employees, and consultants may be granted stock options, restricted share units (“RSUs”) and deferred share units (“DSUs”). The aggregate maximum number of common shares available for issuance from treasury underlying RSUs and DSUs under the Plan is 12,000,000 common shares (9,000,000 for RSUs and 3,000,000 for DSUs). The Plan also includes a purchase program for eligible employees to purchase Program Shares.
The aggregate number of Common Shares that may be subject to issuance under the Plan, together with any other securities based compensation arrangements of the Company, shall not exceed 10% of the Company’s issued and outstanding common shares at the time of the grant.
The following table summarizes share based compensation for the period:
| Three months ended | Three months ended | Nine months ended | Nine months ended | |
|---|---|---|---|---|
| September 30, | September 30, | |||
| 2021 | 2020 | 2021 | 2020 | |
| $ | $ | $ | $ | |
| Equity settled awards | ||||
| Stock option expense | 66,822 | 149,323 | 354,855 | 435,286 |
| RSU expense | 49,408 | — | 243,995 | — |
| DSU expense | — | — | 81,000 | — |
| Compensation expense - equity settled awards |
116,230 | 149,323 | 679,850 | 435,286 |
| Cash settled awards | ||||
| RSU expense | 16,882 | — | 292,932 | — |
| DSU expense | (35,000) | — | 71,250 | — |
| Compensation expense - cash settled awards |
(18,118) | — | 364,182 | — |
| Total compensation | ||||
| expense - equity and cash | 98,112 | 149,323 | 1,044,032 | 435,286 |
| settled awards | ||||
| Compensation expense included in: | ||||
| General and administrative (Note 11) |
91,074 | 117,301 | 1,001,456 | 344,533 |
| Exploration and evaluation (Note 5) |
7,038 | 32,022 | 42,576 | 90,753 |
| 98,112 | 149,323 | 1,044,032 | 435,286 |
Page 14
Maple Gold Mines Ltd. Notes to the condensed consolidated interim financial statements September 30, 2021 (Unaudited) (Expressed in Canadian dollars, unless otherwise stated)
10. Share capital and reserves (continued)
- (c) Share based compensation plans (continued)
(i) Stock options
The continuity of the number of stock options issued and outstanding is as follows:
| Granted Exercised Cancelled/Forfeited Granted Expired Cancelled/Forfeited Outstanding, September 30, 2021 Outstanding, December 31, 2019 Outstanding, December 31, 2020 |
Number of Weighted average stock options exercise price |
|---|---|
| $ 11,680,000 0.23 12,050,000 0.12 (299,900) 0.11 (700,000) 0.18 |
|
| 22,730,100 0.17 |
|
| 1,100,000 0.38 (300,000) 0.24 (116,667) 0.24 |
|
| 23,413,433 0.18 |
As at September 30, 2021, the number of stock options outstanding and exercisable was:
| Expiry date November 28, 2021 March 2, 2022 May 3, 2022 August 28, 2022 October 10, 2022 December 20, 2022 January 25, 2023 January 23, 2024 April 28, 2025 June 1, 2025 August 25, 2025 September 11, 2025 October 12, 2025 January 4, 2026 March 3, 2026 June 21, 2026 |
Outstanding Exercisable Number remaining Number remaining of Exercise contractual of Exercise contractual options price life (years) options price life (years) # $ # $ |
|---|---|
| 780,000 0.25 0.16 780,000 0.25 0.16 200,000 0.40 0.42 200,000 0.40 0.42 3,300,000 0.30 0.59 3,300,000 0.30 0.59 600,000 0.30 0.91 600,000 0.30 0.91 325,000 0.30 1.03 325,000 0.30 1.03 250,000 0.24 1.22 250,000 0.24 1.22 300,000 0.30 1.32 300,000 0.30 1.32 4,908,400 0.16 2.32 4,908,400 0.16 2.32 9,941,700 0.10 3.58 6,616,701 0.10 3.58 300,000 0.10 3.67 200,000 0.10 3.67 408,333 0.24 3.91 350,000 0.24 3.91 750,000 0.20 3.95 500,000 0.20 3.95 250,000 0.23 4.04 83,333 0.23 4.04 600,000 0.39 4.27 200,000 0.39 4.27 400,000 0.33 4.42 133,333 0.33 4.42 100,000 0.51 4.73 33,333 0.51 4.73 |
|
| 23,413,433 0.18 2.66 18,780,100 0.19 2.39 |
The Company uses the fair value method of accounting for all share-based payments to directors, officers, employees and others providing similar services.
Page 15
Maple Gold Mines Ltd. Notes to the condensed consolidated interim financial statements September 30, 2021 (Unaudited) (Expressed in Canadian dollars, unless otherwise stated)
10. Share capital and reserves (continued)
- (c) Share based compensation plans (continued)
(i) Stock options (continued)
The fair values of the share options granted during the three and nine months ended September 30, 2021 and 2020 were estimated using the Black-Scholes option valuation model with the following weighted average assumptions:
| Risk-free interest rate Expected dividend yield Stock price volatility Expected life in years Weighted average grant date fair value |
2021 2020 2021 2020 Optiongrants Optiongrants Optiongrants Optiongrants Three months ended September 30, Nine months ended September 30, |
|---|---|
| N/A 0.38% 0.40% 0.41% N/A nil nil nil N/A 86% 96% 86% N/A 5 5 5 N/A $0.09 $0.24 $0.06 |
The expected volatility assumption is based on the historical and implied volatility of the Company’s common shares. The risk-free interest rate assumption is based on the Government of Canada benchmark bond yields and treasury bills with a remaining term that approximates the expected life of the stock options.
- (ii) Restricted Share Units
RSUs are granted under the Company’s Equity Incentive Plan and are accounted for based on the market value of the underlying shares on the date of grant and vest as determined by the Board of Directors. These units are exercisable into one common share once vested, for no additional consideration. They can be redeemed in cash, at the Company’s discretion.
On March 3, 2021, the Company granted 3,175,000 RSUs to its directors, officers and employees and subject to vesting provisions of one-third on April 30, 2021, one-third on March 3, 2022 and one-third on March 3, 2023.
1,452,000 RSUs were determined to be equity settled awards. The share-based payment related to these equity settled awards was calculated as $392,040, to be amortized over the unit vesting period.
1,723,000 RSUs were determined to be cash settled awards. For cash-settled awards the liability is marked to market using the quoted market price of the underlying common shares at the end of each reporting period. As of September 30, 2021, the share-based payment related to these cash settled awards was calculated as $488,314, to be amortized over the unit vesting period.
The Company did not issue RSUs prior to 2021.
The continuity of the number of RSUs issued and outstanding is as follows:
| Granted Vested Forfeited Outstanding, December 31, 2020 Outstanding, September 30, 2021 |
Number of RSUs |
|---|---|
| - 3,175,000 (858,333) (60,000) |
|
| 2,256,667 |
Page 16
Maple Gold Mines Ltd. Notes to the condensed consolidated interim financial statements September 30, 2021 (Unaudited) (Expressed in Canadian dollars, unless otherwise stated)
10. Share capital and reserves (continued)
-
(c) Share based compensation plans (continued)
-
(ii) Deferred Share Units
DSUs are granted under the Company’s Equity Incentive Plan and are accounted for based on the market value of the underlying shares on the date of grant and vest immediately. These units are exercisable into one common share for no additional consideration. In the event a participant resigns or is otherwise no longer an eligible participant during the period, then any grant of DSUs that are intended to cover such period, the participant will only be entitled to a pro-rated DSU payment. These units can be redeemed in cash, at the Company’s discretion. The Company did not issue DSUs prior to 2021.
On March 3, 2021, the Company granted 550,000 DSUs to its directors and these units vested in full at the grant date.
300,000 DSUs were determined to be equity settled awards. The share-based payment related to these equity settled awards was calculated as $81,000, which was expensed on March 3, 2021.
250,000 DSUs were determined to be cash settled awards. For cash-settled awards the liability is marked to market using the quoted market price of the underlying common shares at the end of each reporting period. The share-based payment related to these cash settled awards was calculated as $(35,000) for the three-month period ended September 30, 2021 and $71,250 for the nine-month period ended September 30, 2021.
As at September 30, 2021 550,000 DSUs remain outstanding.
- (d) Share purchase warrants
The continuity of the number of share purchase warrants is as follows:
| Outstanding, December 31, 2019 Exercised Issued Outstanding, December 31, 2020 and September 30, 2021 |
Warrants Exercise outstanding price $ |
|---|---|
| 31,034,150 0.40 (1,000) 0.40 25,838,821 0.34 |
|
| 56,871,971 0.37 |
As at September 30, 2021, the expiration date of the share purchase warrants is as follows:
follows: |
|||
|---|---|---|---|
| Expiry date | Number of warrants | Exerciseprice | |
| $ | |||
| June 27, 2022 | 31,033,150 |
0.40 |
|
| October 13, 2023 | 25,838,821 | 0.34 | |
| 56,871,971 | 0.37 |
Page 17
Maple Gold Mines Ltd. Notes to the condensed consolidated interim financial statements September 30, 2021 (Unaudited) (Expressed in Canadian dollars, unless otherwise stated)
11. General and administrative
| Business development Depreciation Directors’ fees Office and general Professional fees Regulatory transfer agent and shareholder information Salaries and benefits Share-based payments Travel, marketing and investor relations |
2021 2020 2021 2020 $ $ $ $ Three months ended September 30, Nine months ended September 30, |
|---|---|
| 203,271 58,000 432,786 88,384 43,501 22,380 140,275 75,799 22,000 15,000 63,000 37,000 55,431 37,503 196,032 92,416 125,727 50,193 435,869 188,892 26,900 16,108 96,398 53,459 176,699 96,643 552,620 288,397 91,074 117,301 1,001,456 344,533 148,479 130,889 489,671 302,092 |
|
| 893,082 544,017 3,408,107 1,470,972 |
12. Related party balances and transactions
Compensation of key management personnel
During the period, compensation to key management personnel was as follows:
| Salaries and benefits Share-based payments |
2021 2020 2021 2020 $ $ $ $ Three months ended September 30, Nine months ended September 30, |
|---|---|
| 150,000 115,500 428,000 278,500 30,609 48,391 629,159 220,477 |
|
| 180,609 163,891 1,057,159 498,977 |
13. Segmented information
The Company’s operations comprise a single reporting operating segment engaged in mineral exploration in Canada. As the operations comprise a single reporting segment, amounts disclosed in the financial statements also represent segment amounts.
14. Financial instruments
The Company’s financial instruments consist of cash and cash equivalents, deposits, accounts payable and accrued liabilities and loan payable. The fair values of these financial instruments approximate their carrying values, unless otherwise noted.
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The following summarizes fair value hierarchy under which the Company’s financial instruments are valued:
- Level 1 – fair values based on unadjusted quoted prices in active markets for identical assets or liabilities;
Page 18
Maple Gold Mines Ltd. Notes to the condensed consolidated interim financial statements September 30, 2021 (Unaudited) (Expressed in Canadian dollars, unless otherwise stated)
14. Financial instruments (continued)
-
Level 2 – fair values based on inputs that are observable for the asset or liability, either directly or indirectly; and
-
Level 3 – fair values based on inputs for the asset or liability that are not based on observable market data.
As at September 30, 2021 and 2020, no financial instruments were measured at fair value.
No transfer occurred between the levels during the period.
The Company’s financial instruments are exposed to credit risk, liquidity risk, and market risks, which include currency risk and interest rate risk.
(a) Credit risk
Credit risk is the risk that a third party fails to discharge its obligations under the terms of the financial contract and causes a financial loss for the Company. The Company’s credit risk is attributable to its cash and cash equivalents and deposits. The Company limits exposure to credit risk on liquid financial assets through maintaining its cash and cash equivalent balances in highly rated Canadian financial institutions. The Company considers the risk of loss associated with cash and cash equivalents to be low.
(b) 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 the management of its capital structure.
Accounts payable and accrued liabilities are due within twelve months of the statement of financial position date.
(c) Market risk
This is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Significant market risks to which the Company is exposed are as follows:
(i) Foreign currency risk
The Company is exposed to currency risk by having balances and transactions in currencies that are different from its functional currency (the Canadian dollar). As at September 30, 2021 and 2020 and throughout the respective periods, the Company held immaterial balances in foreign currencies. Foreign currency risk is considered to be minimal.
- (ii) Interest rate risk
Interest rate risk is the risk arising from the effect of changes in prevailing interest rates on the Company’s financial instruments. The Company’s exposure to interest rate risks is limited to potential increases or decreases on the interest rate offered on cash and cash equivalents held at chartered Canadian financial institutions, which would result in higher or lower relative interest income. This risk is considered to be minimal.
Page 19