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Mongolia Growth Group Ltd. Interim / Quarterly Report 2021

May 12, 2021

46324_rns_2021-05-12_52687024-0c11-4f0e-9218-a8355df1681b.pdf

Interim / Quarterly Report

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Mongolia Growth Group Ltd.

Condensed Interim Consolidated Financial Statements (Unaudited) For the three months ended March 31, 2021 and 2020 (Expressed in Canadian dollars)

Mongolia Growth Group Ltd. Condensed Interim Consolidated Statements of Financial Position

(Unaudited)

As at March 31, 2021

(expressed in Canadian dollars)

Assets
Current assets
Cash (note 5)
Marketable securities owned (note 6)
Other assets (note 7)
Non-current assets
Investment properties (note 8)
Property and equipment (note 9)
Total assets
Liabilities
Current liabilities
Trade payables and accrued liabilities
Marketable securities sold short (note 6)
Income taxes payable
Non-current liabilities
Long Term CEBA Loan (note 11)
Deferred income tax liability
Total liabilities
Equity
Share capital (note 10)
Contributed surplus
Accumulated other comprehensive loss
Deficit
Total equity
Total equity and liabilities
Commitment and contingencies (note 14)
Approved by the Board of Directors
March 31,
December 31,
2021
$
2020
$
2,988,118
1,361,771
15,314,505
10,613,444
178,019
159,729
18,480,642
12,134,944
14,013,130
14,542,236
1,262,770
1,293,241
15,275,900
33,756,542
15,835,477
27,970,421
553,296
564,542
360,493
39,223
-
1,393
913,789
605,158
60,000
40,000
464,032
478,836
1,437,821
1,123,994
52,720,592
53,165,247
6,849,976
6,849,976
(15,642,855)
(15,444,642)
(11,608,992)
(17,724,154)
32,318,721
26,846,427
33,756,542
27,970,421

_ “Harris Kupperman” _ _ Director “James Dwyer” Director The accompanying notes are an integral part of these interim consolidated financial statements.

1

Mongolia Growth Group Ltd. Condensed Interim Consolidated Statement of Operations

(Unaudited) For the three month period ended March 31

(expressed in Canadian dollars)

Revenue
Rental income
Other revenue
Total revenue
Expenses
Salaries and wages
Other expenses (note 17)
Depreciation (note 9)
Total operating expenses
Interest income
Unrealized gain (loss) on short term investments
(note 6)
Realized gain (loss) on short term investments
(note 6)
Foreign currency gain (loss)
Finance costs
Total other income (loss)
Net income (loss) before income taxes
Income taxes
Net income (loss) for the period
Net income (loss) per share (note 10)
Basic
From net income (loss) for the period
Diluted
From net income (loss) for the period
March 31
March 31
2021
2020
$
$
144,421
212,209
105,440
12,929
249,861
225,138
161,434
142,577
355,273
339,796
15,673
17,434
(532,380)
(499,807)
26
8
492,819
(907,972)
5,960,261
(130,538)
(70,228)
20,315
-
(9)
6,382,878
(1,018,196)
6,100,359
(1,292,865)
14,803
(5,482)
6,115,162
(1,298,347)
0.20
(0.04)
0.20
(0.04)

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

2

Mongolia Growth Group Ltd. Condensed Interim Consolidated Statements of Comprehensive Loss

(Unaudited) For the three month period ended March 31

(expressed in Canadian dollars)

Net income (loss) for the period
Other comprehensive income (loss)
Items that may be subsequently reclassified to
income or loss
Unrealized gains (losses) on translation of financial
statement operations with Mongolian Tögrög
functional currency to Canadian dollar reporting
currency
Total comprehensive income (loss)
March 31,
2021
March 31,
2020
$
6,115,162
(1,298,347)
(198,213)
1,367,550
5,916,949
69,203

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

3

Mongolia Growth Group Ltd. Condensed Interim Consolidated Statements of Changes in Equity

(Unaudited)

For the three month period ended March 31

(expressed in Canadian dollars)

Balance at
January 1,2020
Net loss for the period
Other comprehensive
income
Share repurchase
Balance at March 31,
2020
Balance at
January 1, 2021
Net gain for the period
Other comprehensive
income
Share repurchase
Balance at
March 31, 2021
Share
capital
Contributed
surplus
Accumulated
other
comprehensive
loss
Deficit
Total
$
$
$
$
$
53,504,935
6,849,976
(14,233,385)
(21,451,698)
24,669,828
-
-
-
(1,298,347)
(1,298,347)
-
-
1,367,550
-
1,367,550
53,504,935
6,849,976
(12,865,835)
(22,750,045)
24,739,031
(72,406)
-
-
-
(72,406)
53,432,529
6,849,976
(12,865,835)
(22,750,045)
24,666,625
Share
capital
Contributed
surplus
Accumulated
other
comprehensive
loss
Deficit
Total
$
$
$
$
$
53,165,247
6,849,976
(15,444,642)
(17,724,154)
26,846,427
-
-
-
6,115,162
6,115,162
-
-
(198,213)
-
(198,213)
53,165,247
6,849,976
(15,642,855)
(11,608,992)
32,763,376
(444,655)
-
-
-
(444,655)
52,720,592
6,849,976
(15,642,855)
(11,608,992)
32,318,721

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

4

Mongolia Growth Group Ltd. Condensed Interim Consolidated Statements of Cash Flow

(Unaudited)

For the three month period ended March 31

(expressed in Canadian dollars)

Cash provided by (used in)
Operating activities
Net income (loss) for the period
Items not affecting cash
Depreciation (note 9)
Deferred taxes
Unrealized (gain) loss on marketable securities (note 6)
Realized (gain) on marketable securities (note 6)
Net change in non-cash working capital balances (note 15)
Financing activities
Share repurchase (note 10)
Long term CEBA loan (note 11)
Investing activities
Net sale (purchase) of marketable securities (note 6)
Net proceeds on sale of investment properties
Acquisition of property and equipment (note 9)
Effect of exchange rates on cash
Increase (decrease) in cash
Cash - Beginning of period
Cash - End of period
March 31,
March 31,
2021
$
2020
$
6,115,162
(1,298,347)
15,673
17,434
(14,804)
34,896
(492,819)
907,972
(5,960,261)
130,538
(337,049)
(207,507)
(169,643)
706,784
(506,692)
499,277
(444,655)
(72,406)
20,000
-
(424,655)
(72,406)
2,003,641
(405,000)
363,586
413,237
-
(766)
2,367,227
7,471
190,467
50,514
1,626,347
484,856
1,361,771
737,255
2,988,118
1,222,111

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

5

Mongolia Growth Group Ltd. Notes to Condensed Interim Consolidated Financial Statements

For the three month period ended March 31

(Unaudited)

(expressed in Canadian dollars)

1 Corporate Information

Mongolia Growth Group Ltd. (MGG or the Company) was incorporated in Alberta on December 17, 2007, and is a real estate investment and development Company operating through the ownership of commercial investment property assets in Ulaanbaatar, Mongolia.

The Company’s common shares were previously listed on the Canadian Securities Exchange (CSE). On January 9, 2013, the Company filed an application for the de-listing of the common shares from the CSE and filed an application for the listing of common shares on the TSX Venture Exchange (TSXV). The Company is now listed on the TSXV, having the symbol YAK.

MGG has one wholly-owned subsidiary at March 31, 2021, Mongolia (Barbados) Corp. Mongolia (Barbados) Corp. owns the wholly-owned subsidiaries MGG Properties LLC and Big Sky Capital LLC. Big Sky Capital LLC owns the wholly-owned subsidiaries, Carrollton LLC, Biggie Industries LLC, Orpheus LLC, Zulu LLC, Crescent City LLC and Oceanus LLC (together “the investment property operations”). The investment property operations are conducted in Big Sky Capital LLC and its subsidiaries. No active business operations occur in Oceanus LLC at this time. MGG’s marketable securities are currently held in a brokerage account owned by Mongolia (Barbados) Corp.

At March 31, 2021 and December 31, 2020, the principal subsidiaries of the Company, their geographic locations, and the ownership interest held by the Company, were as follows:

Name
Principal Activity
Ownership
March31,2021
December31,2020
Location
Mongolia (Barbados) Corp.
Holding Company and Brokerage Account
MGG Properties LLC
Holding Company and Real estate operations
Big Sky Capital LLC
Holding Company and Real estate operations
Carrollton LLC
Real estate operations
Biggie Industries LLC
Real estate operations
Orpheus LLC
Real estate operations
Zulu LLC
Real estate operations
Crescent City LLC
Real estate operations
Oceanus LLC
Real estate operations
100%
100%
Barbados
100%
100%
Mongolia
100%
100%
Mongolia
100%
100%
Mongolia
100%
100%
Mongolia
100%
100%
Mongolia
100%
100%
Mongolia
100%
100%
Mongolia
100%
100%
Mongolia

The Company is registered in Alberta, Canada, with its Head Office at its registered and records address at Centennial Place, East Tower, 1900, 520 - 3rd Avenue S.W. Calgary, Alberta, Canada T2P 0R3. The Company’s Canadian headquarters are located at 100 King Street West, Suite 5600, Toronto, Ontario, M5X 1C9, Canada. The Company’s Mongolian investment property operations are based out of its office located at the MGG Properties Building on Seoul St. in Ulaanbaatar, Mongolia.

At March 31, 2021, the Company is organized into two segments based on the business operations:

  • Big Sky Capital LLC and its subsidiaries own investment properties which are located in Ulaanbaatar, Mongolia and are held for the purpose of generating rental revenue, capital appreciation, and/or redevelopment; and

  • The MGG Corporate office is located in Toronto, Canada.

6

Mongolia Growth Group Ltd. Notes to Condensed Interim Consolidated Financial Statements

For the three month period ended March 31

(Unaudited)

(expressed in Canadian dollars)

2 Basis of presentation

The consolidated 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) applicable to the preparation of interim financial statements, including IAS 34, Interim Financial Reporting (“IAS 34”). These condensed interim consolidated financial statements are compliant with IAS 34 and do not include all of the information required for full annual financial statements.

These condensed interim consolidated financial statements should be read in conjunction with the Company’s annual financial statements for the year ending December 2020. The significant accounting policies used in the preparation of these consolidated financial statements are summarized in note 4.

The consolidated financial statements, including the notes to the consolidated financial statements, are presented in Canadian dollars ($) which is the Company’s presentation currency and the functional currency of the parent Company. The functional currency of the Company’s operating subsidiaries is the Mongolian National Tögrög (MNT).

These consolidated financial statements were approved by the Board of Directors of the Company for issue on May 12, 2021.

3 Significant Accounting Policies

The Company has applied the same accounting policies in these condensed interim consolidated financial statements as those applied in the Company’s annual audited consolidated financial statements as at and for the year ended December 31, 2020.

In preparing these condensed interim consolidated financial statements, the significant judgements made in applying the Company’s accounting policies and the key sources of estimation uncertainty were the same as those applied to the annual consolidated financial statements as at and for the year ended December 31, 2020.

These condensed interim consolidated financial statements should be read in conjunction with the Company’s annual financial statements for the year ending December 31, 2020.

7

Mongolia Growth Group Ltd. Notes to Condensed Interim Consolidated Financial Statements

(Unaudited) For the three month period ended March 31

(expressed in Canadian dollars)

4 Significant accounting estimates and judgements

The preparation of financial statements in accordance with IFRS requires Management to make estimates and assumptions about the future that affect the reported amounts of assets and liabilities. Estimates and judgements are continually evaluated based on historical experiences and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions.

The effect of a change in an accounting estimate is recognized prospectively by including it in net income (loss) in the period of the change, if the change affects that period only, or in the period of the change and future periods, if the change affects both.

Significant estimates made in the preparation of these consolidated financial statements include the following areas:

  • Fair value of investment properties - The estimate of fair value of investment properties is the most critical accounting estimate to the Company. An external appraiser estimates the fair value of the majority of investment properties by dollar value annually.

The remaining balance of investment properties was valued internally. The fair value of investment properties is based on the nature, location and condition of the specific asset. The fair value of investment properties represents an estimate of the price that would be made in an arm’s length transaction between knowledgeable, willing parties. This fair value assumes that the Company is in possession of the property’s land and property titles where applicable. Management judges that the Company has the appropriate titles for each of the properties classified as Investment Properties. Properties whereby Management judges that the Company’s titles are at risk, have been impaired to reflect the level of risk estimated by Management.

  • The Company operates in the emerging real estate market of Mongolia, which given its current economic, political and industry conditions, gives rise to an increased inherent risk given the lack of reliable and comparable market information. The significant estimates underlying the fair value determination are disclosed in note 8. Changes in assumptions about these factors could materially affect the carrying value of investment properties.

  • Valuation of marketable securities - The Company recognizes marketable securities at fair value. Fair value is determined on the basis of market prices from independent sources, if available. If there is no market price, then the fair value is determined by using valuation models with inputs derived from observable market data where possible but where observable data is not available, judgement is required to establish fair values.

8

Mongolia Growth Group Ltd. Notes to Condensed Interim Consolidated Financial Statements

For the three month period ended March 31

(Unaudited)

(expressed in Canadian dollars)

4 Significant accounting estimates and judgements (continued)

  • Operating environment of the Company - Mongolia displays many characteristics of an emerging market including relatively high inflation and interest rates. The tax and customs legislation in Mongolia is subject to varying interpretations and frequent changes.

  • The future economic performance of Mongolia is tied to the continuing demand from China and global prices for commodities as well as being dependent upon the effectiveness of economic, financial and monetary measures undertaken by the Government of Mongolia together with tax, legal, regulatory and political developments. Management is unable to predict all developments that could have an impact on the Mongolian economy and consequently what effect, if any, they could have on the future financial position of the Company.

Significant judgements made in the preparation of these consolidated financial statements include the following:

  • Judgement is required in determining whether an asset meets the criteria for classification as assets held for sale and or as discontinued operations in the consolidated financial statements. Criteria considered by management include the existence of and commitment to a plan to dispose of the assets, the expected selling price of the assets, the probability of the sale being completed within an expected time frame of one year and the period of time any amounts have been classified within assets held for sale. The Company reviews the criteria for assets held for sale each quarter and reclassifies such assets to or from this financial position category as appropriate. On completion of the sale, management exercises judgement as to whether the sale qualifies as a discontinued operation.

  • As at March 31, 2021 and December 31, 2020, Management has made the judgment that none of the Company’s assets meet the criteria to be classified as held for sale. While this is due to a number of factors, a primary reason is that due to the conditions of the Mongolian economy and the lack of liquidity in the market, management was unable to conclude that the sale of any significant size asset could be considered highly probable.

  • Judgement is required in determining whether the Company’s Investment property and land use rights titles are at risk. As at March 31, 2021 and December 31, 2020, Management has made the judgment that Investment Properties whereby the land title has recently expired but is expected to be renewed in the near future should continue to be classified as Investment Properties. Properties whereby Management judges that the Company’s titles are at risk, have been impaired to reflect the level of risk estimated by Management.

9

Mongolia Growth Group Ltd. Notes to Condensed Interim Consolidated Financial Statements

For the three month period ended March 31

(Unaudited)

(expressed in Canadian dollars)

5 Cash

Cash at banks earns interest at floating rates based on daily bank deposit rates. The component of cash and cash accounts currently consists only of cash amounts held in banks or on hand.

The following table discloses the geographical location of cash:

Barbados
Canada
Mongolia
March 31,
December 31,
2021
$
2020
$
2,335,325
1,006,689
374,154
218,694
278,639
136,388
2,988,118
1,361,771

Cash is not collateralized, the carrying amount of cash approximates fair value.

6 Marketable Securities

The following table shows the continuity of the Company’s brokerage account.

Marketable
Marketable securities Interest
Cash securities Long Short Accruals Total
December 31, 2020 1,005,228 10,613,444 (39,223) 1,374 11,580,822
Unrealized (loss) gain - 492,819 - - 492,819
Realized gain (loss) - 5,960,261 - - 5,960,261
FX gain (loss) - (69,648) - - (69,648)
Interest Accrual - - - (264) (264)
Net cash transferred in (out) (675,000) - - - (675,000)
(Purchases)/sales 2,003,641 (1,682,371) (321,270) - -
March 31, 2021 2,333,869 15,314,505 (360,493) 1,109 17,288,990
Marketable Marketable Interest
Cash securities Long securities Short Accruals Total
December 31, 2019 (586,325) 4,275,629 (23,340) - 3,665,964
Unrealized (loss) gain - 4,265,403 - - 4,265,403
Realized gain (loss) - 3,288,803 - - 3,288,803
FX gain (loss) - (45,722) - - (45,722)
Interest Accrual - - - 1,374 1,373
Net cash transferred in
(out) 405,000 - - - 405,000
(Purchases)/sales 1,186,553 (1,170,669) (15,883) - -
December 31, 2020 1,005,228 10,613,444 (39,223) 1,374 11,580,822

10

Mongolia Growth Group Ltd. Notes to Condensed Interim Consolidated Financial Statements

(Unaudited) For the three month period ended March 31

(expressed in Canadian dollars)

6 Marketable Securities (continued)

Cash balances in the Company’s brokerage account are classified within cash on the statement of financial position (Note 5). A negative cash balance represents borrowing on margin, which is presented net against marketable securities because the Company has the legal right and intention to close out margin balances on a net basis with the related marketable securities.

7 Other assets

Accounts receivable
Prepaid expenses
March 31,
December 31,
2021
$
2020
$
136,555
134,869
41,464
24,860
178,019
159,729

8 Investment properties

Balance - beginning of period
Additions
Transfer from other asset
Disposals
Fair value adjustment
Foreign exchange adjustments
Balance - end of period
March 31,
December 31,
2021
$
2020
$
14,542,236
18,831,985
-
-
145,412
-
(363,586)
(583,372)
-
(2,700,069)
(165,520)
(1,151,720)
14,013,130
14,542,236

During the three-month period ended March 31, 2021, the Company sold one property with a value of $363,586 at a net gain of $nil. During the three-month period ended March 31, 2020, the Company sold two properties with a value of $413,237 and net gain of $nil.

11

Mongolia Growth Group Ltd. Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

For the three month period ended March 31

(expressed in Canadian dollars)

9 Property and equipment

Property and equipment
December 31
Cost
Accumulated depreciation
Net book value
Cost
At January 1
Additions
Disposals
Impairment
Foreign exchange adjustment
At March 31
Accumulated depreciation
At January 1
Depreciation
Disposals
Foreign exchange adjustment
At March 31
Net book value at March 31
2020
Furniture and
fixtures
$
Equipment
$
Buildings
$
Total
$
72,194
126,541
1,733,299
1,932,034
54,401
116,680
467,712
638,793
17,793
9,861
1,265,587
1,293,241
2021
Furniture and
fixtures
$
Equipment
$
Buildings
$
Total
$
72,194
126,541
1,733,299
1,932,034
-
-
-
-
-
-
-
-
-
-
-
-
(220)
(263)
(9,500)
(9,983)
71,974
126,278
1,723,799
1,922,051
2021
Furniture and
fixtures
$
Equipment
$
Buildings
$
Total
$
54,401
116,680
467,712
638,793
1,545
2,583
11,545
15,673
-
-
-
-
(23)
(162)
5,000
4,815
55,923
119,101
484,257
659,281
16,051
7,177
1,239,542
1,262,770

12

Mongolia Growth Group Ltd. Notes to Condensed Interim Consolidated Financial Statements

(Unaudited) For the three month period ended March 31

(expressed in Canadian dollars)

10 Share capital and contributed surplus

Common shares

The Company is authorized to issue an unlimited number of common and preferred shares.

The issued and outstanding common shares are as follows:

Balance, December 31, 2020
Shares re-purchased
Treasury stock cancelled
Balance March 31, 2021
Number of
shares
Amount
$
31,281,499
53,165,247
-
(444,655)
(1,253,000)
-
30,028,499
52,720,592

As at March 31, 2021, the Company held nil (Q1 2020-nil) shares in Treasury.

Stock options

The Company has established a share based payment plan (the "Plan") to encourage ownership of its shares by key management personnel (directors and executive management), employees and other key service providers, and to provide compensation for certain services. The Plan provides for the issuance of stock options in an aggregate number of up to 10% of the Company’s issued and outstanding shares, calculated from time to time and are exercisable within a maximum of ten (10) years. The vesting period for all options is at the discretion of the directors.

The exercise price will be set by the directors at the time of grant and cannot be less than the discounted market price of the Company’s common shares. At March 31, 2021, the Company had 3,002,850 (December 2020 – 3,128,150) common shares available for the granting of future options under the new plan. The Company does not have any cash-settled transactions. Full details of the Company’s option plan can be found in “Schedule C” of the Management Information Circular on the Company’s website and filed on Sedar. As of May 2021, the Company has chosen not to renew its stock option plan.

13

Mongolia Growth Group Ltd. Notes to Condensed Interim Consolidated Financial Statements

For the three month period ended March 31

(Unaudited)

(expressed in Canadian dollars)

10 Share capital and contributed surplus (continued)

A summary of the Company’s options as at March 31, 2021 and December 31, 2020 and changes during the periods then ended follows:

Balance, beginning of period
Options expired
Options cancelled
Options granted
Options forfeited
Options exercised
Balance, end of the period
Exercisable
Weighted remaining
average life (years)
March 31,
2021
Weightedaverage
exercise
price
$
December 31,
2020
Weightedaverage
exercise
price
$
-
-
1,420,000
0.73
-
-
1,420,000
0.73
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

Earnings per share

The following table summarizes the shares used in calculating earnings (loss) per share:

Weighted average number of shares – basic
Effect of dilutive stock options
Weighted average number of shares – diluted
March 31,
2021
$
December 31,
2020
$
30,756,617
32,102,372
-
-
30,756,617
32,102,372

Basic earnings (loss) per share are derived by dividing net income (loss) for the period by the weighted average number of common shares outstanding for the period. The effect of potentially dilutive securities is excluded if they are anti-dilutive.

There have been no significant capital transactions from the reporting date to the date of this filing which have had a material impact on earnings per share.

14

Mongolia Growth Group Ltd. Notes to Condensed Interim Consolidated Financial Statements

For the three month period ended March 31

(Unaudited)

(expressed in Canadian dollars)

11 Short term and long term debt

Current
Non-current
March 31,
2021
$
December 31,
2020
$
-
-
60,000
40,000
60,000
40,000

During the year ended December 31, 2020, the Company qualified for a government-guaranteed line of credit (Canada Emergency Business Account “CEBA”) of $40,000 which was interest-free until December 31, 2020. On January 1, 2021, the line of credit converted to a 2-year, 0% interest term loan to be repaid by December 31, 2022 at which time a 25% balance forgiveness ($10,000) will apply if the loan is repaid by such date. On January 1,2021, the Company qualified for an additional $20,000 2-year, 0% interest term loan to be repaid by December 31, 2022. The Company has the option to exercise a 3-year term extension on the loans by December 31, 2022, if the loan is not repaid by then. At which time, the remaining unpaid balance of the loans will bear interest at 5% interest per annum during the extension period and must be paid in full by December 31, 2025. Funds can be used to pay non-deferrable operating expenses include payroll.

12 Management of capital structure

The Company’s objective when managing capital is to ensure the Company is capitalized in a manner which provides a strong financial position for its shareholders.

The Company’s capital structure includes equity and working capital. In managing its capital structure, the Company considers future investment and acquisition opportunities, potential credit available and potential issuances of new equity. The Company’s objective is to maintain a flexible capital structure that will allow it to execute its stated business. Upon acquiring investment properties and operating businesses, the Company will strive to balance its proportion of debt and equity within its capital structure in accordance with the needs of the continuing business. The Company may, from time to time, issue shares and adjust its spending to manage current and projected proportions as deemed appropriate.

Current assets
Current liabilities
Working capital
March 31,
2021
December 31,
2020
$
$
18,480,642
12,134,944
(913,789)
(605,158)
17,566,853
11,529,786

The method used by the Company to monitor its capital is based on an assessment of the Company’s working capital position relative to its projected obligations.

15

Mongolia Growth Group Ltd. Notes to Condensed Interim Consolidated Financial Statements (Unaudited) For the three month period ended March 31

(expressed in Canadian dollars)

13 Related party transactions

Parties are generally considered to be related if the parties are under common control or if one party has the ability to control the other party or can exercise significant influence or joint control over the other party in making financial and operational decisions. In considering each possible related party relationship, attention is directed to the substance of the relationship, not merely the legal form.

Key management personnel of the Company include all directors, executive management and persons directly related to directors and executive management. The summary of compensation for key management personnel is as follows:

Salaries and other short-term employee benefits
Director fees
Three months ending
March 31, 2021
Three months ending
March 31, 2020
$
$
135,572
123,642
15,000
10,000
150,572
133,642

Starting in 2019, certain entities affiliated with Harris Kupperman, the Corporation’s Chairman and CEO, have agreed to split certain expenses related to the Corporation’s investments in public securities. The Corporation expects that this will reduce MGG’s investment related expenses on an ongoing basis.

14 Commitments and contingencies

From time to time and in the normal course of business, claims against the Company may be received. On the basis of management’s assessments and professional legal advice, management is of the opinion that no material losses will be incurred and no provision or disclosure has been made in these consolidated financial statements.

The Company indemnifies its directors and officers against any and all claims or losses reasonably incurred in the performance of their service to the Company to the extent permitted by law.

15 Supplementary cash flow information

Changes in non-working capital arising from
Other assets
Trade payables and accrued liabilities
Income tax payable
Changes in non-cash working capital
from operating activities
Three months
ending March 31, 2021
Three months
ending March 31, 2020
$
$
(165,465)
1,034,414
(6,880)
(260,427)
2,702
(67,203)
(169,643)
706,784

Income taxes paid during the quarter were $1,393 (Q1-2020 $30,670). Interest paid during the quarter was $nil (Q1-2020 $nil).

16

Mongolia Growth Group Ltd. Notes to Condensed Interim Consolidated Financial Statements

For the three month period ended March 31

(Unaudited)

(expressed in Canadian dollars)

16 Segment information

The Company’s operations are conducted in two reportable segments; Investment Property Operations and Corporate. The Company reports information about its operating segments based on the way management organizes and reports the segments within the organization for making operating decisions and evaluating performance.

Investment Property Operations consist of commercial and residential investment property in Mongolia held for the purposes of rental revenue, capital appreciation or redevelopment. These properties are managed by Big Sky Capital LLC and its subsidiaries.

The Company evaluates performance based on net income (loss) before income taxes.

Rental income
Property operating expenses
Unrealized mark to market gain
Realized gain on short term investments
Other expenses
Depreciation
Net investment income
Other revenue
Foreign currency gain (loss)
Net income (loss) before income taxes
Three months ended March 31, 2021
Investment
property
Corporate
Total
$
$
$
144,421
-
144,421
(209,579)
-
(209,579)
-
492,819
492,819
-
5,960,261
5,960,261
(34,163)
(272,964)
(307,127)
(15,673)
-
(15,673)
-
26
26
105,440
-
105,440
48
(70,277)
(70,229)
(9,506)
6,109,865
6,100,359
Rental income
Property operating expenses
Unrealized mark to market loss
Realized loss on short term investments
Other expenses
Depreciation
Net investment income
Other revenue
Foreign currency gain
Finance cost
Net loss before income taxes
Three months ended March 31, 2020
Investment
property
Corporate
Total
$
$
$
212,209
-
212,209
(221,230)
-
(221,230)
-
(907,972)
(907,972)
-
(130,538)
(130,538)
(46,455)
(214,688)
(261,143)
(17,434)
-
(17,434)
8
-
8
12,927
2
12,929
1,093
19,222
20,315
-
(9)
(9)
(58,882)
(1,233,983)
(1,292,865)

17

For the three month period ended March 31

Mongolia Growth Group Ltd. Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

(expressed in Canadian dollars)

16 Segment information (continued)

Balance as of March 31, 2021 Balance as of March 31, 2021 Balance as of March 31, 2021
Investment
Property Corporate Total
$ $ $
Total assets 15,703,771 18,052,770 33,756,541
Property and equipment 1,262,770 - 1,262,770
Investment properties 14,013,130 - 14,013,130
Expenditures
Property and equipment - - -
Investment properties - - -
Balance as of March 31, 2020
Investment
Property Corporate Total
$ $ $
Total assets 21,818,775
4,013,283 25,832,058
Property and equipment 1,518,419 - 1,518,419
Investment properties 19,859,842 - 19,859,842
Expenditures
Property and equipment 766 - 766
Investment properties 145,412 - 145,412
Revenue Property and equipment Investment property
March March March
March
March March
31, 2021
31,2020 31, 2021
31, 2020
31, 2021 31, 2020
$ $ $ $ $ $
Canada - 2 - - - -
Mongolia 249,861 225,136 1,262,770
1,518,419
14,013,130 19,859,842
249,861 225,138 1,262,770
1,518,419
14,013,130 19,859,842

18

Mongolia Growth Group Ltd.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

For the three month period ended March 31

(expressed in Canadian dollars)

17 Other expenses

Investor relations
Investment research
Repairs and maintenance
Office
Professional fees
Travel
Advertising
Land and property tax
Insurance
Utilities
Other
For the three months ended
March 31
2021
$
2020
$
6,675
6,675
16,937
10,614
2,510
2,378
16,753
12,893
225,375
177,770
2,663
10,752
1,705
2,556
21,921
29,895
13,748
18,721
12,892
38,981
34,094
28,561
355,273
339,796

18 COVID-19

Beginning in February of 2020, the Government of Mongolia undertook extra-ordinary actions in order to limit the spread of COVID-19 or other COVID-19 related impacts. These actions included closing borders, closing schools, reducing gatherings and drastic limitations on business operations. As long-term investors in Mongolia, the Corporation welcomes these actions that keep the people of Mongolia safe from COVID-19; however it is anticipated that these actions will lead to a severe economic crisis. Since the initiation of these actions, the Company has experienced a material reduction in rental revenues received. It is reasonable to expect there could be a material negative impact on the fair values of investment properties and/or marketable securities, however at this time the potential effect cannot be quantified. At this time, there is no way to know the ultimate impact of these extra-ordinary actions upon the economy or the Company.

19