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Mirasol Resources Ltd. — Interim / Quarterly Report 2020
May 28, 2020
45547_rns_2020-05-28_e3c06bce-3c9a-42ea-85cd-201442abecfc.pdf
Interim / Quarterly Report
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MIRASOL RESOURCES LTD. CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
March 31, 2020
(Unaudited – Expressed in Canadian Dollars)
NOTICE OF NO AUDITOR REVIEW OF CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
In accordance with National Instrument 51-102 Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of these condensed consolidated interim financial statements they must be accompanied by a notice indicating that the condensed consolidated interim 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 auditors have not performed a review of these condensed consolidated interim 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.
Mirasol Resources Ltd.
Condensed Consolidated Interim Statements of Financial Position
As at March 31, 2020, and June 30, 2019
(Expressed in Canadian Funds, except where indicated)
| ASSETS | March 31, 2020 June 30, 2019 |
|---|---|
| Current Assets Cash and cash equivalents Short-term investments_(Note 3) Receivables and advances(Note 4) Non-Current Assets Equipment and software Right of Use Assets(Note 5)_ Exploration and Evaluation Assets Total Assets |
$ 2,034,118 $ 4,648,284 15,390,885 16,836,008 249,414 458,707 |
| 17,674,417 21,942,999 170,835 201,041 288,994 - 3,181,259 3,047,718 |
|
| 3,641,088 3,248,759 |
|
| $ 21,315,505 $ 25,191,758 |
|
| LIABILITIES | |
| Current Liabilities Accounts payable and accrued liabilities_(Note 6) Current portion of lease liabilities(Note 5) Advances from JV Partner(Note 9l) Long-Term Liabilities Non-current portion of lease liabilities(Note 5)_ |
$ 341,875 $ 430,239 82,718 - - 846,947 |
| 424,593 1,277,186 223,842 - |
|
| Total Liabilities EQUITY |
$ 648,435 $ 1,277,186 |
| Share Capital Reserves Accumulated Other Comprehensive Loss Deficit Total Liabilities and Equity |
57,744,140 57,677,690 17,595,807 17,354,426 (38,748) (25,742) (54,634,129) (51,091,802) |
| 20,667,070 23,914,572 |
|
| $ 21,315,505 $ 25,191,758 |
|
| Nature of Business (Note 1) Commitments(Note 10) |
On Behalf of the Board:
“ Norman Pitcher ” , Director “ Nick DeMare ” , Director
The accompanying notes are an integral part of these condensed consolidated interim financial statements Page 3
Mirasol Resources Ltd.
Condensed Consolidated Interim Statements of Loss and Comprehensive Loss
For the Nine Months Ended March 31, 2020
(Expressed in Canadian Funds, except where indicated)
| For the Three Months Ended For the Nine Months Ended March 31, March 31, 2020 2019 2020 2019 |
|
|---|---|
| Operating Expenses Exploration expenditures_(Note 6a i) Business development Management fees(Note 6a i) Marketing and investor communications Office and miscellaneous Share-based payments(Note (7c ii, 7e) Professional fees Director fees(Note 6a iii) Travel Transfer agent and filing fees Depreciation(Note 5)_ Interest income Interest expense Foreign exchange (loss) gain Loss for the Period Other Comprehensive Loss Exchange differences on translation of foreign operations Loss and Comprehensive Loss for the Period |
$ 926,052 $ 1,207,827 $ 2,690,824 $ 1,754,711 81,916 144,155 284,799 513,856 260,710 277,053 589,595 478,002 28,827 79,702 111,279 237,839 3,887 80,653 255,586 235,095 109,247 478,741 307,832 786,043 53,656 57,130 144,887 183,098 46,500 40,200 139,500 133,200 9,290 29,436 30,907 69,162 3,079 2,253 12,697 11,789 28,045 2,099 60,581 6,296 |
| (1,551,309) (2,399,249) (4,628,487) (4,409,091) |
|
| 70,709 75,621 231,830 324,458 (11,706) - (36,089) - 1,053,772 (1,116,896) 890,419 (587,038) |
|
| 1,112,775 1,041,275 1,086,160 (262,580) |
|
| $ (438,534) $ (3,440,524) $ (3,542,327) $ (4,671,671) |
|
| (12,376) (3,197) (13,006) 782 |
|
| $ (450,910) $ (3,443,721) $ (3,555,333) $ (4,670,889) |
|
| Lossper Share(Basic and Diluted) | $ (0.01) $ (0.07) $ (0.07) $ (0.09) |
| Weighted Average Number of Shares Outstanding (Basic and Diluted) |
54,216,131 50,561,621 54,102,460 49,518,319 |
The accompanying notes are an integral part of these condensed consolidated interim financial statements Page 4
Mirasol Resources Ltd.
Condensed Consolidated Interim Statement of Changes in Equity For the Nine Months Ended March 31, 2020
(Expressed in Canadian Funds, except where indicated)
| Share Capital Number of Shares Amount $ Reserve $ Accumulated Other Comprehensive Loss $ Deficit $ Total Equity $ |
|
|---|---|
| Balance – June 30, 2018 Bonus Shares Issued Restricted share units issued Restricted share units accrual Options exercised Share-based payments Foreign currency translation adjustment Lossforthe period |
53,822,628 57,426,143 16,615,061 (28,122) (44,445,016) 29,568,066 75,000 86,250 - - - 86,250 85,000 97,400 - - - 97,400 - - 14,925 - - 14,925 51,250 67,897 (22,797) - - 45,100 - - 673,717 - - 673,717 - - - (782) - (782) - - - - (4,671,671) (4,671,671) |
| Balance – March 31, 2019 | 54,033,878 57,677,690 17,280,906 (28,904) (49,116,687) 25,813,005 |
| Balance – June 30, 2019 Restricted share units issued_(Note 7e) Restricted share units accrual Share-based payments(Note 7c)_ Foreign currency translation adjustment Lossforthe period |
54,033,878 57,677,690 17,354,426 (25,742) (51,091,802) 23,914,572 115,000 66,450 - - - 66,450 - - (24,900) - - (24,900) - - 266,281 - - 266,281 - - - (13,006) - (13,006) - - - - (3,542,327) (3,542,327) |
| Balance – March 31, 2020 | 54,148,878 57,744,140 17,595,807 (38,748) (54,634,129) 20,667,070 |
The accompanying notes are an integral part of these condensed consolidated interim financial statements Page 5
Mirasol Resources Ltd. Condensed Consolidated Interim Statement of Changes in Cash Flows For the Nine Months Ended March 31, 2020 (Expressed in Canadian Funds, except where indicated)
| 2020 2019 |
|
|---|---|
| Operating Activities Loss for the period Adjustments for: Share-based payments Interest income Interest expense Depreciation Depreciation included in exploration expenses Unrealized foreign exchange Changes in non-cash working capital items: Receivables and advances Accounts payable and accrued liabilities Advance from joint venture partner Cash used in operating activities Investing Activities Purchase of short-term investments Acquisition of exploration and evaluation assets Purchase of equipment Interest received Cash provided by investing activities Financing Activity Lease payments Share capital issued, net of issuance costs Proceeds received from exercise of share purchase options Cash provided by (used in) financing activities Effect of Exchange Rate Change on Cash and Cash Equivalents Change in Cash and Cash Equivalents Cash and Cash Equivalents - Beginning of Period Cash and Cash Equivalents - End of Period |
$ (3,542,327) $ (4,671,671) 307,832 786,042 (231,830) (324,458) 36,089 - 60,581 6,296 29,406 25,604 (890,419) (206,364) |
| (4,230,668) (4,384,551) (20,111) 462,870 (88,364) (355,370) (814,790) (334,039) |
|
| (5,153,933) (4,611,090) |
|
| 1,445,123 5,238,308 (133,541) - (16,266) (147,840) 461,234 154,521 |
|
| 1,756,550 5,244,989 |
|
| (62,038) - - 86,250 - 45,100 |
|
| (62,038) 131,350 |
|
| 845,255 205,582 |
|
| (2,614,166) 970,831 4,648,284 2,892,948 |
|
| $ 2,034,118 $ 3,863,779 |
|
| Cash and Cash Equivalents Consist of: | |
| Cash Cash equivalents |
$ 2,034,118 $ 3,754,297 $ - $ 109,482 |
| $ 2,034,118 $ 3,863,779 |
The accompanying notes are an integral part of these condensed consolidated interim financial statements Page 6
Mirasol Resources Ltd.
Notes to the Condensed Consolidated Financial Statements For the Nine Months Ended March 31, 2020 (Expressed in Canadian Funds, except where indicated)
1. Nature of Business
Mirasol Resources Ltd. (“Mirasol” or the “Company”) is incorporated under the laws of the Province of British Columbia, Canada. The Company’s corporate registered and records office is located at 400 – 725 Granville Street, Vancouver, British Columbia and the head office is located at 1150-355 Burrard Street, Vancouver, British Columbia.
Mirasol engages in the acquisition and exploration of mineral properties, principally located in Chile and Argentina, with the objective of identifying mineralized deposits economically worthy of subsequent development, mining or sale.
The business of mining and exploration involves a high degree of risk and there can be no assurance that current exploration programs will result in profitable mining operations. The Company has no source of revenue and has significant cash requirements to meet its administrative overhead and maintain its exploration and evaluation assets. The recovery of the Company’s exploration and evaluation assets is dependent on the discovery of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the development of these properties, and future profitable production or proceeds from disposition of exploration and evaluation assets. While the Company has been successful in the past with its financing efforts, there can be no assurance that it will be able to do so in the future.
COVID-19
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 results of the outbreak and its effects on the Company’s business or results of operations at this time.
Management estimates that the Company has sufficient working capital to maintain its operations and activities for at least the next twelve months.
2. Basis of Presentation
Statement of compliance
The condensed consolidated interim financial statements of the Company have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”). These condensed consolidated interim financial statements were prepared in accordance with International Accounting Standard (IAS) 34 Interim Financial Reporting . They do not include all of the information required for full annual financial statements. These condensed consolidated interim financial statements should be read in conjunction with the Company’s annual consolidated financial statements for the year ended June 30, 2019.
The Board of Directors approved the condensed consolidated interim financial statements on March 28[th] , 2020.
Basis of measurement
These condensed consolidated interim financial statements have been prepared on a historical cost basis. Financial instruments classified as financial instruments at fair value through profit or loss are stated at their fair value. In addition, these condensed consolidated interim financial statements have been prepared using the accrual basis of accounting except for the cash flow information.
Page 7
Mirasol Resources Ltd. Notes to the Condensed Consolidated Financial Statements For the Nine Months Ended March 31, 2020 (Expressed in Canadian Funds, except where indicated)
Significant Accounting Estimates and Judgments
The preparation of financial statements requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, profit 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.
In preparing these condensed consolidated interim financial statements, 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 applied to the consolidated financial statements for the year ended June 30, 2019.
Recent Accounting Adoption
On July 1, 2019, the Company adopted IFRS 16 – Leases (“IFRS 16”) which replaced IAS 17 Leases and IFRIC 4 – Determining Whether an Arrangement Contains a Lease. IFRS 16 sets out the principles for the recognition, measurement, presentation and disclosure of leases. The standard is effective for annual periods beginning on or after January 1, 2019. IFRS 16 eliminates the classification of leases as either operating leases or finance leases for a lessee. Instead, all leases are treated in a similar way to finance leases applied in IAS 17. IFRS 16 does not require a lessee to recognize assets and liabilities for short-term leases (i.e. leases of 12 months or less) and leases of low-value assets.
The Company applied IFRS 16 using the modified retrospective method. Under this method, financial information will not be restated and will continue to be reported under the accounting standards in effect for those periods. The Company will recognize lease liabilities related to its lease commitments for each of its leases. The lease liabilities will be measured at the present value of the remaining lease payments, discounted using the Company’s estimated incremental borrowing rate as at January 1, 2019, the date of initial application, resulting in no adjustment to the opening balance of deficit. The associated right-of-use assets will be measured at the lease liabilities amount, plus prepaid lease payments made by the Company. The Company has implemented the following accounting policies permitted under the new standard:
-
a) leases of low dollar value will continue to be expensed as incurred; and
-
b) the Company will not apply any grandfathering practical expedients.
As at July 1, 2019 the Company recognized $332,509 in right-of-use assets and $332,509 of incremental lease obligations.
The lease liabilities were discounted at a discount rate of 15% as at July 1, 2019.
New accounting policy for leases under IFRS 16
The following is the accounting policy for leases as of July 1, 2019 upon adoption of IFRS 16:
At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company assesses whether the contract involves the use of an identified asset, whether the right to obtain substantially all of the economic benefits from use of the asset during the term of the arrangement exists, and if the Company has the right to direct the use of the asset. At inception or on reassessment of a contract that contains a lease component, the Company allocates the consideration in the contract to each lease component on the basis of their relative standalone prices.
As a lessee, the Company recognizes a right-of-use asset and a lease liability at the commencement date of a lease. The right-of-use asset is initially measured at cost, which is comprised of the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any decommissioning and restoration costs, less any lease incentives received.
Page 8
Mirasol Resources Ltd.
Notes to the Condensed Consolidated Financial Statements For the Nine Months Ended March 31, 2020 (Expressed in Canadian Funds, except where indicated)
The right-of-use asset is subsequently depreciated from the commencement date to the earlier of the end of the lease term, or the end of the useful life of the asset. In addition, the right-of-use asset may be reduced due to impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
A lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by the interest rate implicit in the lease, or if that rate cannot be readily determined, the incremental borrowing rate. Lease payments included in the measurement of the lease liability are comprised of:
-
a) fixed payments, including in-substance fixed payments, less any lease incentives receivable;
-
b) variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;
-
c) amounts expected to be payable under a residual value guarantee;
-
d) exercise prices of purchase options if the Company is reasonably certain to exercise that option; and
-
e) payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an option to terminate the lease.
The lease liability is measured at amortized cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, or if there is a change in the estimate or assessment of the expected amount payable under a residual value guarantee, purchase, extension or termination option. Variable lease payments not included in the initial measurement of the lease liability are charged directly to profit or loss.
3. Short-term Investments
Short-term investments comprise cashable and non-cashable Guaranteed Investment Certificates (“GIC”) placed with major Canadian and US financial institutions. Maturity dates of these GIC’s are between three to twelve months.
4. Receivables and Advances
| . Receivables and Advances | ||||
|---|---|---|---|---|
| March 31, | June 30, | |||
| 2020 | 2019 | |||
| Goods and services tax receivable | $ | 5,558 | $ | 6,745 |
| Interest receivable | 92,145 | 324,760 | ||
| Prepaid expenses and advances | 151,711 | 127,202 | ||
| $ | 249,414 | $ | 458,707 |
Page 9
Mirasol Resources Ltd. Notes to the Condensed Consolidated Financial Statements For the Nine Months Ended March 31, 2020 (Expressed in Canadian Funds, except where indicated)
5. Right of Use of Assets and Lease Liabilities
Right of Use Assets
| Right of Use Assets | ||
|---|---|---|
| Cost: | Leases | |
| At June 30, 2019 | $ | - |
| Adjustment on initial adoption of IFRS 16 (Note 2) | 332,509 | |
| At March 31, 2020 | 332,509 | |
| Depreciation: | ||
| At June 30, 2019 | - | |
| Charge for the period | 43,515 | |
| At March 31, 2020 | 43,515 | |
| Net Book Value: | ||
| At June 30, 2019 | - | |
| At March 31, 2020 | 288,994 |
Depreciation of right-of-use assets is calculated using the straight-line method of the remaining lease term.
Lease Liabilities
| Lease liabilities recognized as of June 30, 2019 | $ 332,509 |
|---|---|
| Lease payments made | (62,038) |
| Interest expense on lease liabilities | 36,089 |
| 306,560 | |
| Less: current portion | (82,718) |
| At March 31,2020 | 223,842 |
6. Related Party Transactions
Details of the transactions between the Company’s related parties are disclosed below.
a) Compensation of key management personnel
Key management personnel include persons having the authority and responsibility for planning, directing, and controlling the activities of the Company as a whole.
The remuneration of management and independent directors was as follows:
| For the Three | Months | Ended | For the Nine Months Ended | For the Nine Months Ended | For the Nine Months Ended | |||
|---|---|---|---|---|---|---|---|---|
| March 31, | March | 31, | ||||||
| 2020 | 2019 | 2020 | 2019 | |||||
| Management compensation (i) | $ | 99,374 | $ | 136,538 | $ | 300,655 | $ | 389,578 |
| Share-based payments (ii) | 77,924 | 661,259 | 214,881 | 860,816 | ||||
| Director’s fees (iii) | 46,500 | 40,200 | 139,500 | 133,200 | ||||
| $ | 223,906 | $ | 837,997 | $ | 655,036 | $ | 1,383,594 |
- i. Management compensation is included in management fees (March 31, 2020 (“2020”) - $225,000; March 31, 2019 (“2019”) - $236,661) and in exploration expenditures (2020 – $75,655; 2019 - $152,918) in the Company’s condensed consolidated interim statements of loss and comprehensive loss.
Page 10
Mirasol Resources Ltd. Notes to the Condensed Consolidated Financial Statements For the Nine Months Ended March 31, 2020 (Expressed in Canadian Funds, except where indicated)
6. Related Party Transactions (Cont’d…)
-
ii. Share-based payments is included in the share-based payments expense in the Company’s condensed consolidated interim statements of loss for the three and nine months ended March 31, 2020 and 2019.
-
iii. The independent directors of the Company are paid $2,100 per month (2019 - $2,100 per month) while the Chairman of the Board of Directors receives an additional $7,100 per month for serving in this capacity (2019 - $7,100).
As of April 1, 2020, members of the Board agreed to a reduced fee of 15%. In addition, the CEO and CFO have voluntarily taken a 17% and 44% annual salary reduction, respectively. These salary and fee reductions will be effective until further notice.
b) Transactions with other related parties
Certain of the Company’s officers and directors render services to the Company as sole proprietors or through companies in which they are an officer, director, or partner.
The following companies are related parties through association of the Company’s directors and officers:
| Nature of transactions | |
|---|---|
| Miller Thomson | Legal fees |
| Chase Management Ltd. | Professional fees |
| ManningLee Management Ltd. | CFO services |
The Company incurred the following fees and expenses with related parties as follows:
| For the Three Months | Ended | For the Nine Months | Ended | ||
|---|---|---|---|---|---|
| March 31, | March 31, | ||||
| 2020 | 2019 | 2020 | 2019 | ||
| Legal fees | $ | 34,608 $ | 60,269 $ | 95,701 $ | 189,123 |
| CFO services | 9,500 | 14,175 | 36,500 | 42,525 | |
| Project generation, exploration | |||||
| expenses and GIS services | - | 151,429 | - | 629,605 | |
| Office sharing and administration | - | 13,355 | - | 39,163 | |
| $ | 44,108 $ | 239,225 $ | 132,201 $ | 900,416 |
Included in accounts payable and accrued liabilities at March 31, 2020, is an amount of $19,134 (2019 - $13,206) owing to directors and officers of the Company and to companies where the directors and officers are principals.
7. Share Capital
a) Authorized Share Capital
The Company’s authorized share capital consists of an unlimited number of common shares without par value. All issued common shares are fully paid.
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Mirasol Resources Ltd. Notes to the Condensed Consolidated Financial Statements For the Nine Months Ended March 31, 2020 (Expressed in Canadian Funds, except where indicated)
7. Share Capital (Cont’d…)
b) Reconciliation of Changes in Share Capital
i. Financings
No financings were conducted during the nine months ended March 31, 2020.
ii. Options exercised
No options were exercised during the nine months ended March 31, 2020.
c) Share Purchase Options
The Company has established a share purchase option plan whereby the board of directors may, from time to time, grant options to directors, officers, employees or consultants. Options granted must be exercised no later than five years from the date of grant or such lesser period as determined by the Company’s board of directors. The exercise price of an option is equal to or greater than the closing market price on the TSXV on the day preceding the date of grant. The vesting terms for each grant are set by the Board of Directors.
The option plan provides that the aggregate number of shares reserved for issuance under the plan shall not exceed 10% of the total number of issued and outstanding shares. At March 31, 2020, a total of 5,412,388 options were reserved under the option plan with 4,375,000 options outstanding.
i. Movements in share purchase options during the period
A summary of the Company’s share purchase options and the changes for the period are as follows:
| Weighted Average | ||
|---|---|---|
| Number of Options | Exercise Price | |
| Options outstanding as at June 30, 2018 | 3,065,826 | $1.67 |
| Granted | 1,420,000 | $1.21 |
| Exercised | (51,250) |
$0.90 |
| Expired / Forfeited | (722,700) |
$1.60 |
| Options outstanding as at June 30, 2019 | 3,711,876 | $1.52 |
| Granted | 1,410,000 |
$0.52 |
| Forfeited | (40,000) |
$1.29 |
| Expired / Forfeited | (706,876) |
$2.46 |
| Options outstandingas at March 31,2020 | 4,375,000 | $1.05 |
| Options exercisable as at March 31,2020 | 2,745,000 | $1.29 |
ii. Fair value of share purchase options granted
During the three and nine months ended March 31, 2020, the Company recognized share-based compensation expense of $103,622 and $266,281, respectively (March 31, 2019 - $411,266 and $673,718 respectively) based on the fair value of the vested portion of options granted in the current and prior years.
On November 8, 2019, the Company issued 1,410,000 incentive share purchase options to certain officers, employees, and consultants of the Company. The options are exercisable at $0.52 for a period of three years from the date of grant.
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Mirasol Resources Ltd.
Notes to the Condensed Consolidated Financial Statements For the Nine Months Ended March 31, 2020 (Expressed in Canadian Funds, except where indicated)
7. Share Capital (Cont’d…)
The weighted-average fair values of stock options granted, and the assumptions used to calculate the related compensation expense have been estimated using the Black-Scholes Option Pricing Model with the following assumptions:
| Expected dividend yield | 0.0% |
|---|---|
| Expected share price volatility | 88.75% |
| Risk-free interest rate | 1.60% |
| Expected life of options | 3 years |
| Fair value ofoptions granted (pershare option) | $0.52 |
Subsequent to March 31, 2020, 50,000 share purchase options were granted.
iii. Share purchase options outstanding at the end of the period
A summary of the Company’s options outstanding as at March 31, 2020 is as follows:
| Weighted | ||||
|---|---|---|---|---|
| Average | ||||
| Remaining Life | ||||
| Exercise price | Options | of Options | Options | |
| Expiry Date | $ | Outstanding | (years) | Exercisable |
| April 29, 2021 | 0.88 | 505,000 | 505,000 | |
| April 29, 2021 | 1.38 | 255,000 | 255,000 | |
| September 12, 2021 | 1.80 | 150,000 | 110,000 | |
| September 12, 2020 | 1.80 | 150,000 | 150,000 | |
| December 19, 2020 | 1.61 | 180,000 | 180,000 | |
| December 20, 2020 | 1.65 | 330,000 | 330,000 | |
| July 18, 2021 | 1.76 | 60,000 | 60,000 | |
| December 14, 2021 | 1.10 | 372,500 | 372,500 | |
| January 31, 2022 | 1.27 | 150,000 | 150,000 | |
| January 31, 2023 | 1.27 | 600,000 | 400,000 | |
| March 14, 2023 | 1.09 | 200,000 | 200,000 | |
| April 15, 2022 | 0.68 | 12,500 | 12,500 | |
| November 8, 2023 | 0.52 | 1,410,000 | 20,000 | |
| 4,375,000 | 2.26 | 2,745,000 |
d) Warrants
On June 8, 2018, the Company issued 2,158,875 of share purchase warrants with an exercise price of $3.00 expirying June 1, 2020. These warrants were outstanding as of March 31, 2020 (2019 - 2,158,875).
e) Restricted Share Unit (“RSU”) Plan
On April 26, 2018, the shareholders approved a restricted share unit plan (the “RSU Plan”). The RSU plan was also approved by the Board on July 16th, 2018 and by the TSX Venture Exchange on July 17, 2018. The RSU
Page 13
Mirasol Resources Ltd.
Notes to the Condensed Consolidated Financial Statements For the Nine Months Ended March 31, 2020 (Expressed in Canadian Funds, except where indicated)
Plan provides for the issuance of up to 1,000,000 restricted share units (the “RSUs”).Under the RSU Plan, RSUs may be granted to directors, officers, employees and consultants of the Company (excluding investor relations 7. Share Capital (Cont’d…)
consultants) as partial compensation for the services they provide to the Company. The RSU Plan is a fixed number plan, and the number of common shares issued under the RSU Plan, when combined with the number of stock options available under the Company’s stock option plan, will not exceed 10% of the Company’s outstanding common shares.
During the period ended March 31, 2020, the vesting conditions of 115,000 RSU’s were met and the Company issued 115,000 common shares with a fair value of $66,450. Accordingly, $24,900 was removed from reserves and $41,550 recorded as share-based payments in the Company’s condensed consolidated interim statements of loss and comprehensive loss. As of March 31, 2020, 200,000 RSU’s were outstanding.
8. Segmented Information
The Company’s business consists of a single reportable segment being mineral property acquisition and exploration. Details on a geographical basis are as follows:
| March 31, | June 30, | |||
|---|---|---|---|---|
| Total Non-Current Assets | 2020 | 2019 | ||
| Canada | $ | 318,676 | $ | 19,588 |
| Argentina | 3,008,135 | 2,961,146 | ||
| Chile | 314,277 | 268,025 | ||
| $ | 3,641,088 | $ | 3,248,759 |
9. Exploration and Evaluation Assets
The Company owns 100% of the mineral exploration rights to a large portfolio of properties focused in two mining regions, namely the Atacama region in northern Chile and the Santa Cruz Province in southern Argentina. As well, the Company holds several other properties in the San Juan and Catamarca provinces of northern Argentina. The Company also focuses on generative exploration to identify and acquire new prospects.
a) Altazor option to joint venture
The Company owns a 100% interest in certain mineral claims located in northern Chile and referred to as the Altazor Gold Project.
On November 7, 2017, the Company signed an exploration and option agreement with Newcrest International Pty Limited (“NCM”) on the Altazor Gold Project whereby NCM has been granted the option to acquire up to an 80% interest in the Altazor Gold Project, exercisable in stages over a nine-year, or shorter, earn-in period.
The agreement required NCM to fund US$1.5 million in exploration expenditures and make a US$100,000 option payment (received) in the first year of the option. The Company served as operator for exploration during the option period in return for 10% management fee. As of July 1, 2018, NCM took over as operator.
NCM can earn up to 51% interest in the project by making a one-time US$500,000 cash payment (received) to the Company at the start of the earn-in period and by spending US$8.5 million in exploration over four years.
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Mirasol Resources Ltd.
Notes to the Condensed Consolidated Financial Statements For the Nine Months Ended March 31, 2020 (Expressed in Canadian Funds, except where indicated)
NCM can earn in stages up to a 75% interest in the property by delivering a positive preliminary economic assessment (“PEA”) and a bankable feasibility study (“BFS”) (total expenditure capped at US$100 million after
9. Exploration and Evaluation Assets (Cont’d…)
the completion of the PEA stage) and by making US$1.3 million cash payments to the Company within the four years after earning the 51% interest.
The Company can retain a participating 25% interest in the project or a 20% funded-to production interest with NCM financing the development costs to production.
On November 12, 2018, NCM exercised its option to enter the farm-in stage of the agreement. NCM is the operator and will be managing all exploration activities at the project. In November 2019, The Company and NCM agreed to extend the first earn-in period for its initial four years to the earlier of five years and the completion of the US$7.5 million in exploration expenditures.
b) Indra option to joint venture
On October 17, 2018, the Company signed an exploration and option agreement with Hochschild Mining Plc (“HOC”) on its Indra Gold Project in Chile.
HOC has been granted the option to acquire up to a 70% interest in the Indra Gold Project, exercisable in five stages over an eight-year, or shorter, earn-in period.
On December 19, 2019, HOC advised the Company of its decision to terminate the option agreement.
As of March 31, 2020, the Company had received US$1,071,957 in advances from HOC to be used on exploration expenditures. As of March 31, 2020, all the advanced amounts have been spent.
c) Gorbea option to joint venture
The Company owns a 100% interest in certain mineral claims located in northern Chile and referred to as the Gorbea Gold Project.
On January 28, 2019, the Company signed a definitive agreement with Newcrest International Pty Limited (“NCM”), whereby NCM has been granted the option to acquire up to a 75% interest in the Gorbea Gold Project, exercisable in stages over a nine-year, or shorter, earn-in period. The agreement requires NCM to fund US$4 million in exploration expenditures and make a US$100,000 option payment (received) in the 18 months of the option. NCM will be the operator of the exploration program and will receive a 5% management fee.
NCM can earn up to 51% of the interest of the property by making a US$500,000 cash payment to the Company at the start of the earn in period and by spending an additional US$15 million in exploration within the next four years of the agreement with a minimum drilling commitment of 6,000 m to be completed within the first two years.
NCM can then earn in stages up to a 65% interest in the property by delivering a PEA and a BFS (total expenditure capped at US$100 million after the completion of the PEA stage) and by making a cash payment to the Company within four years after earning the 51% interest.
The Company can elect to retain a participating 25% interest in the project or has the right to convert up to 10% equity interest into 2.0% NSR royalty after completion of the BFS stage.
d) Los Amarillos option to purchase
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Mirasol Resources Ltd. Notes to the Condensed Consolidated Financial Statements For the Nine Months Ended March 31, 2020 (Expressed in Canadian Funds, except where indicated)
The Company owns a 100% interest in certain mineral claims, which now form part of the Los Amarillos GoldSilver Project located in Northern Chile.
9. Exploration and Evaluation Assets (Cont’d…)
During the year ended June 30, 2019, the Company entered into an option agreement to acquire a 100% interest in certain other claims of the Los Amarillos Gold-Silver Project. The Company can acquire the claims under option by making staged option payments totalling US$100,000 over three years and incurring US$300,000 in exploration expenditures within three years (including a committed US$50,000 for the first 12 months). The property owner retains a 1.5% NSR royalty. The Company holds a right of first refusal on the royalty sale. Option payments are due as follows:
| On signing (paid) | US$10,000 |
|---|---|
| On or before June 21, 2020 | US$20,000 |
| On or before June 21, 2021 | US$30,000 |
| On or before June 21, 2022 | US$40,000 |
| Total | US$100,000 |
e) Sascha-Marcelina option to purchase
The Company owns a 100% interest in certain mineral claims, which now form part of the Sascha-Marcelina Gold Project located in Santa Cruz, Argentina.
During the year ended June 30, 2019, the Company entered into an option agreement to acquire a 100% interest in certain other claims now included in the Sascha-Marcelina Project. The Company can acquire the claims under option by making staged option payments totalling US$3.4 million over four years. The Company has a minimum US$300,000 exploration spending commitment during the three years of the option period. The property owner retains a 1.5% NSR royalty.
Option payments are due as follows:
| On signing (paid) | US$25,000 |
|---|---|
| On or before January 23, 2020 (paid) | US$50,000 |
| On or before January 23, 2021 | US$75,000 |
| On or before January 23, 2022 | US$100,000 |
| On or before January 23, 2023 | US$3,150,000 |
| Total | US$3,400,000 |
f) Coronación option to joint venture
On October 4, 2019, the Company entered into a definitive agreement with First Quantum Minerals (“FQM”) for its Coronación Copper/Gold Project in northern Chile.
-
The Company granted to FQM the option to earn-in 80% of the project over 6 years by:
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Making annual cash payments totaling US$875,000 (US$50,000 received);
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Completing at least 10,000 m of drilling; and
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Delivering a NI 43-101 compliant Prefeasibility Study Report.
As part of the agreement, FQM is committed to completing 3,000 m of drilling and a systematic geophysical program on the project over the first 24 months of the agreement. Following this period, FQM is required to spend a minimum of US$500,000 per year over the term of the agreement. FQM will be the operator during the option period. Following the completion of the 80% earn-in, FQM will have a one-time option to acquire
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Mirasol Resources Ltd. Notes to the Condensed Consolidated Financial Statements For the Nine Months Ended March 31, 2020 (Expressed in Canadian Funds, except where indicated)
the remaining 20% on terms to be negotiated between the parties. If this option is not exercised, the parties will form a participating joint venture to further fund the development of the project.
9. Exploration and Evaluation Assets (Cont’d…)
g) Nord Property
On October 31, 2019, the Company signed a Memorandum of Understanding (“MOU”) with Mineria Activa (“Mineria”) for its Nord project in northern Chile. The MOU is subject to legal due diligence and execution of a definitive agreement. Mirasol has granted Mineria an exclusivity period to allow for these processes to be completed.
Under the MOU, Mirasol will grant to Mineria the option to earn-in 100% of the project over four years by:
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Making annual cash payments totaling US$3,000,000: o On signing of definitive agreement: US$50,000
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1st anniversary: US$200,000
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2nd anniversary: US$400,000
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3rd anniversary: US$600,000
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4th anniversary: US$1,750,000
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Committing to complete at least US$500,000 of exploration expenditures over the first two years of the option period.
Upon completion of the option, Mineria will earn a 100% interest in the project and Mirasol will retain a 2% NSR royalty, of which 0.5% can be bought back by Mineria within eight years of signing of the definitive agreement for a US$3 million payment.
h) Zeus Property
The Company owns a 100% interest in certain mineral claims, which now form part of the Zeus Gold Project located in northern Chile.
During the year ended June 30, 2018, the Company entered into an option agreement to acquire a 100% interest in certain other claims of the Zeus Gold project. The Company can acquire the claims under option by making staged option payments totalling US$2.747 million over five years and incur US$300,000 in exploration expenditures within three years. The property owner retains a 1.5% NSR royalty. The Company has a right to buy 0.5% of the royalty for US$3 million. Option payments are due as follows:
| On signing (paid) | US$12,000 |
|---|---|
| On or before October 10, 2018 (paid) | US$30,000 |
| On or before October 10, 2019 (paid) | US$50,000 |
| On or before October 10, 2020 | US$70,000 |
| On or before October 10, 2021 | US$90,000 |
| On or before October 10, 2022 | US$2,495,000 |
| Total | US$2,747,000 |
i) Inca Property
On January 13, 2020, the Company signed an option agreement with subsidiaries of Newmont Corporation (“NEM”) to acquire the Inca Gold Project in northern Chile.
The Company was granted the option to earn-in 100% of the project over five years, subject to a 1.5% NSR royalty, by drilling 1,000 m on the project over two years and incurring US$3 million in exploration expenditures over five years.
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Mirasol Resources Ltd.
Notes to the Condensed Consolidated Financial Statements For the Nine Months Ended March 31, 2020 (Expressed in Canadian Funds, except where indicated)
The Company can terminate the agreement at any time after the completion of the initial 1,000 m drilling commitment.
9. Exploration and Evaluation Assets (Cont’d…)
Upon completion of this option, NEM will have the right to earn back 70% of the project, in two stages, by:
-
Stage 1:
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Making a cash payment of US$3 million to the Company; and
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o Funding US$6 million in exploration expenditures over three years.
If NEM completes Stage 1 but not Stage 2, the Company will retain 100% of the project and NEM will be granted an additional 0.5% NSR royalty which may be bought back by the Company at fair market value.
Stage 2:
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Delivering a NI 43-101 compliant Prefeasibility Study reflecting a resource of no less than 2 million ounces of gold-equivalent using agreed upon cut-off grades; or
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Incurring an additional US$15 million in exploration expenditures over three years.
If NEM completes Stage 2, the Company and NEM will hold 30% and 70%, respectively, in a joint venture company holding the project. The Company will then have the option to either fund its 30% interest or reduce it to a 25% interest in exchange for a loan from NEM to fund the project development to commercial production.
j) Virginia Property
On February 27, 2020, the Company signed a Letter of Intent (“LOI”) with Golden Opportunity Resources Corp. (“Golden Opportunity”) for its Virginia Silver project in the Santa Cruz Province of Argentina.
Under the LOI, Mirasol will grant Golden Opportunity the option to acquire 100% of the project over three years by:
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Making share issuances totalling 19.9% of the shares outstanding (the “S/O”) of Golden Opportunity at the time of vesting:
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On signing of the definitive agreement: 9.9% of the S/O
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1[st] anniversary: 5% of the S/O
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2[nd] anniversary: 5% of the S/O
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3[rd] anniversary: top up to 19.9% of the S/O (inclusive of the previous issuances)
-
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Completing US$6 million in exploration expenditures
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Year 1: US$1 million (firm commitment)
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Year 2: US$2 million
-
Year 3: US$3 million
-
-
Mirasol will be the operator of the project during the option period and will receive a management fee.
-
Upon completion of the option, Golden Opportunity will have earned a 100% interest in the project and Mirasol will retain a 3% NSR royalty, of which 1% can be bought back by Golden Opportunity for US$2 million.
The LOI is subject to customary conditions including exchange approval, definitive agreement drafting as well as Golden Opportunity completing an equity financing of not less than US$1 million within 90 days. Mirasol has granted Golden Opportunity an exclusivity period to complete this transaction.
Subsequent to March 31, 2020, a definitive option agreement with Golden Opportunity was signed.
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Mirasol Resources Ltd. Notes to the Condensed Consolidated Financial Statements For the Nine Months Ended March 31, 2020 (Expressed in Canadian Funds, except where indicated)
9. Exploration and Evaluation Assets (Cont’d…)
k) Pipeline Properties:
The Company carries out exploration programs on a number of properties which are prospective for gold and/or silver mineralization in Chile and Argentina.
l) Advances to/from joint venture partners:
As at March 31, 2020, the Company has Nil (2019 - $846,947) of unspent exploration advances.
10. Commitments
- i. In November 2018, the Company signed a 12-month trailing consulting agreement, effective July 2018, and renewed on July 1, 2019, with Global Ore Discovery Pty Ltd. (“Global Ore”) to perform the duties of exploration services for the Company. Under the terms of the Global Ore agreement, the Company has retained the services of Global Ore to provide target generation related consulting services to the Company on an exclusive basis throughout Chile and Argentina.
As part of the 12-month trailing contract, the Company has agreed to a one-year commitment to pay a minimum monthly retainer of AUD$20,000 and a quarterly minimum of AUD$75,000.
The Company has also agreed to issue Global Ore 25,000 common shares (issued) on commencement of the 12-month trailing contract and 25,000 common shares after six months (issued).
On April 1, 2020, the trailing agreement was amended, and the Company is no longer committed to the monthly retainer.
- ii. On February 6, 2019, the Company signed a lease for its head office located at 1150 - 355 Burrard Street, Vancouver, British Columbia, effective May 1, 2019 to April 30, 2025 (Note 5). This lease is classified as an operating lease. The Company has made a security deposit of $20,000.
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