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Orea Mining Corp. Interim / Quarterly Report 2020

May 13, 2020

45728_rns_2020-05-13_c699653a-ccd0-498e-af7a-c09d5ae30ad2.pdf

Interim / Quarterly Report

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Columbus Gold Corp. 1090 Hamilton Street Vancouver, B.C. V6B 2R9 Canada

Condensed Interim Consolidated Financial Statements (Unaudited)

For the Six Months Ended March 31, 2020

(Stated in Canadian Dollars)

NOTICE OF NO REVIEW BY AUDITOR

In accordance with National Instrument 51-102 Continuous Disclosure Obligations of The Canadian Securities Administrators we hereby give notice that our condensed interim consolidated financial statements for the six months ended March 31, 2020, which follow this notice, have not been reviewed by an auditor.

March 31, September 30,
2020 2019
($) ($)
Assets
Current assets
Cash 2,169 503
Marketable securities (note 3) 825 711
Receivables 84 29
Note receivable from Allegiant Gold Ltd. (note 8) 1,339 -
Prepaid expenses 388 319
4,805 1,562
Non-current assets
Note receivable from Allegiant Gold Ltd. (8) - 1,142
Investment in Compagnie Minière Montagne d'Or SAS (note 4) 38,083 34,613
Exploration and evaluation asset (note 5) 1,385 573
Equipment (note 6) 51 39
44,324 37,929
Liabilities and shareholders' equity
Current liabilities
Accounts payable (note 6, 8) 98 128
Accrued liabilities (note 8) 106 148
204 276
Non-current liabilities
Lease liabilities (note 6) 7211 -276
Shareholders' equity
Share capital (note 7) 71,003 67,421
Reserves (note 7e) 13,709 9,688
Deficit (40,599) (39,456)
44,113 37,653
44,324 37,929

Nature of operations and going concern (note 1) Commitments (note 10) Subsequent event (note 12)

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

Approved by the Board of Directors

"Robert Giustra" "Peter Gianulis" Robert Giustra – Director Peter Gianulis - Director

Columbus Gold Corp.

Condensed Interim Consolidated Statements of Comprehensive Income (Loss) (Unaudited) (Expressed in thousands of Canadian Dollars, except per share amounts)

Three Months Ended Six Months Ended
March 31, March 31, March 31, March 31,
2020 2019 2020 2019
($) ($) ($) ($)
Operating expenses
Administration and office (note 8) 351 317 683 649
Directors fees (note 8) 43 75 79 150
General exploration - - 228 -
Investor relations 113 11 169 26
Management fees (note 8) 32 57 55 95
Professional fees 82 74 188 153
Share-based payments (note 7b) 8 21 17 21
Transfer agent and filing fees 43 36 71 69
Travel 37 21 60 50
Amortization 8 4 18 9
Cost recoveries (note 8) (111) (54) (226) (145)
Loss before other items (606) (562) (1,342) (1,077)
Other items
Finance income (note 8) 83 15 204 17
Finance expense (2) - (4) -
Other income (expense) (3) 3 (3) -
Unrealized gain (loss) on marketable securities (note 3) (458) (523) 183 (1,010)
Loss from sale of marketable securities (note 3) (27) - (27) -
Loss from equity accounted investment (note 4) (57) (90) (147) (187)
Loss from settlement of receivables - - - (104)
Foreign exchange gain (loss) (4) (6) (7) 2
Net loss before taxes and net loss for the period (1,074) (1,163) (1,143) (2,359)
Items that may subsequently be reclassified to net income or loss:
Foreign currency translation 3,265 (1,976) 3,738 76
Comprehensive income (loss) for the period 2,191 (3,139) 2,595 (2,283)
Loss per share (note 7d)
Basic (0.01) (0.01) (0.01) (0.01)
Diluted (0.01) (0.01) (0.01) (0.01)

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

Three Months Ended Six Months Ended
March 31,2020 March 31,2019 March 31,2020 March 31,2019
($) ($) ($) ($)
Operating activities
Net loss for the period (1,074) (1,163) (1,143) (2,359)
Items not involving cash
Unrealized (gain) loss on marketable securities (note 3) 458 523 (183) 1,010
Loss from equity accounted investment (note 4) 57 90 147 187
Loss from settlement of receivables - - - 104
Finance income from note receivable (79) (9) (197) (9)
Loss from sale of marketable securities (note 3) 27 - 27 -
Finance expense from lease liabilities 2 - 4 -
Share-based payments 8 21 17 21
Amortization 8 4 18 9
Unrealized foreign exchange (gain) loss 4 (9) 11 (1)
(589) (543) (1,299) (1,038)
Changes in non-cash working capital
Receivables and prepaid expenses (318) (100) (226) 108
Accounts payable and accrued liabilities (79) (288) (30) (295)
Cash used in operating activities (986) (931) (1,555) (1,225)
Investing activities
Exploration and evaluation asset (197) (77) (627) (216)
Sale of marketable securities 41 - 41 -
Equipment (5) (9) (5) (9)
Interest received 4 15 7 17
Cash used in investing activities (157) (71) (584) (208)
Financing activities
Net proceeds from share offering (note 7) 2,640 1,941 3,848 1,941
Payment of lease liabilities (32) - (64) -
Cash from financing activities 2,608 1,941 3,784 1,941
Effect of foreign exchange on cash 22 (1) 21 4
Increase in cash 1,487 938 1,666 512
Cash, beginning of period 682 383 503 809
Cash, end of period 2,169 1,321 2,169 1,321

Supplemental Cash Flow Information

On December 14, 2018, Organto Foods Inc. ("Organto") issued the Company 2,524,294 Organto common shares to settle $293 of Organto receivables. The fair value of the Organto common shares was $189, resulting in a loss of $104 on the settlement of receivables.

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

Share Capital Reserves
Number Share ShareOptionsand AccumulatedOtherComprehensive
of Shares(000's) Capital($) Warrants($) Income (Loss)($) Total($) Deficit($) Total($)
Balance, October 1, 2018 158,770 65,208 8,220 2,963 11,183 (34,983) 41,408
Private placement of common shares (note 7a) 9,851 1,788 153 - 153 - 1,941
Share-based payments - - 21 - 21 - 21
Reclassification of investment revaluation reserve todeficit - - - (137) (137) 137 -
Comprehensive income (loss) - - 76 76 (2,359) (2,283)
Balance, March 31, 2019 168,621 66,996 8,394 2,902 11,296 (37,205) 41,087
Balance, October 1, 2019 171,609 67,421 8,476 1,212 9,688 (39,456) 37,653
Private placement of common shares – October 2019(note 7a) 7,813 1,208 - - - - 1,208
Private placement of common shares – February 2020(note 7a) 7,813 1,078 172 - 172 - 1,250
Private placement of common shares – March 2020(note 7a) 8,688 1,296 94 - 94 1,390
Share-based payments (note 7b) - - 17 - 17 - 17
Comprehensive income (loss) - - - 3,738 3,738 (1,143) 2,595
Rounding adjustment (2) - - - - - -
Balance, March 31, 2020 195,921 71,003 8,759 4,950 13,709 (40,599) 44,113

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

1. Nature of Operations and Going Concern

Columbus Gold Corp. (the "Company" or "Columbus Gold") was incorporated on May 14, 2003 under the laws of the Province of Saskatchewan, Canada and continued on to British Columbia, Canada on December 29, 2003. The Company is currently listed on the Toronto Stock Exchange (the "TSX" or "Exchange") and the OTCQX International.

The Company's principal business activities are the exploration and development of resource properties which are located in French Guiana. The Company is in the process of exploring and developing its resource properties. The recoverability of the amounts shown for exploration and evaluation assets are dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain necessary financing to complete the development of those reserves and upon future profitable production or from proceeds of disposition. The Company's exploration and evaluation activities are not dependent on seasonality and may operate year-round; however, the Company may adjust the level of exploration and evaluation activities to manage its capital structure in light of changes in global economic conditions. To date, the Company has not received any revenue from mining operations and is considered to be in the exploration stage.

These consolidated financial statements have been prepared on a going concern basis which implies that the Company will continue realizing assets and discharging liabilities in the normal course of business for the foreseeable future. Should the going concern assumption not continue to be appropriate, further adjustments to carrying values of assets and liabilities may be required.

All figures in these consolidated financial statements are expressed in thousands of Canadian Dollars except for share, per share amounts, warrants, per warrant amounts, units, per unit amounts or noted otherwise. References to "US$" are to thousands of US Dollars. At March 31, 2020, the Company had working capital of $4,601 (September 30, 2019 – $1,286) and an accumulated deficit of $40,599 (September 30, 2019 - $39,456). Accordingly, the ability of the Company to realize the carrying value of its assets and continue operations as a going concern is dependent upon its ability to raise additional debt or equity to fund ongoing costs of operations and/or secure new or additional partners in order to advance its projects. These material uncertainties may cast significant doubt upon the Company's ability to continue as a going concern. These consolidated financial statements do not include any adjustments relating to the recovery of assets and classification of assets and liabilities that may arise should the Company be unable to continue as a going concern.

On March 11, 2020, the World Health Organization declared COVID-19 a global pandemic and has adversely affected global workforces, financial markets, and the general economy. It is not possible for the Company to determine the duration or magnitude of the adverse results of COVID-19 nor its effects on the Company's business or operations.

The Company's head office and principal address is located at 1090 Hamilton Street, Vancouver, British Columbia, V6B 2R9, Canada.

2. Basis of Presentation

These condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standards 34, Interim Financial Reporting ("IAS 34") using accounting policies consistent with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). These condensed interim consolidated financial statements have been prepared using the same accounting policies and methods of computation as the most recent annual financial statements for the year ending September 30, 2019. Certain amounts in the prior period have been reclassified to conform with the presentation in the current period.

These condensed interim consolidated financial statements were approved by the Board of Directors and authorized for issue on May 13, 2020.

New Accounting Standards Adopted During the Period

Effective October 1, 2019, the Company adopted IFRS 16 – Leases ("IFRS 16") in accordance with the transitional provisions outlined in the standard, using a cumulative catch-up approach where applicable leases have been recorded prospectively from October 1, 2019. Comparative information has not been restated and continues to be reported under IAS 17, Leases, and IFRIC 4, Determining Whether an Arrangement Contains a Lease. IFRS 16 specifies how an IFRS reporter will recognize, measure, present and disclose leases. The standard provides a single lessee accounting model, requiring lessees to recognize assets and liabilities for all leases unless the lease term is 12 months or less or the underlying asset has a low value. Lessors continue to classify leases as operating or finance, with IFRS 16's approach to lessor accounting substantially unchanged from its predecessor, IAS 17.

2. Basis of Presentation – continued

The Company elected to not apply IFRS 16 to leases with a term of less than 12 months, which election is made by the underlying class of assets to which the right of use asset relates, or leases where the underlying asset is of low value, which election is made on an asset by asset basis.

At inception of a contract, an assessment is made to determine 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. An assessment is made to determine whether the contract involves the use of an identified asset, whether there is the right to obtain substantially all of the economic benefits from the use of the asset during the term of the arrangement and if the right to direct the use of the asset is present. At inception or on reassessment of a contract that contains a lease component, the consideration in the contract is allocated to each lease component on the basis of their relative standalone prices.

As a lessee, a right-of-use asset is recognized and included in property, plant and equipment, and a corresponding lease liability is recorded 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.

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 the incremental borrowing rate if the interest rate cannot be readily determined. Subsequently, the lease liability is measured at amortized cost using the effective interest rate 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 our estimate or assessment of the expected amount payable under a residual value guarantee, purchase, extension or termination option.

Operating lease commitments at September 30, 2019 146
Leases with less than 12 months remaining lease term at October 1, 2019 (110)
Leases recognized 36
Discounted using the incremental borrowing rate at October 1, 2019 (10)
Lease liabilities recognized as IFRS 16 adjustment at October 1, 2019 26

On adoption of IFRS 16, the Company also recognized $12 in current lease liabilities, and $14 in non-current lease liabilities.

Changes in Accounting Standards

Other accounting standards or amendments to existing accounting standards that have been issued but have future effective dates are either not applicable or are not expected to have a significant impact on the Company's financial statements.

3. Marketable Securities

March 31,2020($) September 30,2019($)
Allegiant Gold Ltd. ("Allegiant") 769 584
Organto Foods Inc. 56 127
825 711

During the three months ended March 31, 2020, the Company recorded an unrealized loss on marketable securities of $458 (2019 – of $523). During the six months ended March 31, 2020, the Company recorded an unrealized gain on marketable securities of $183 (2019 – loss of $1,010).

4. Investment in Compagnie Minière Montagne d'Or SAS

The Company entered into an agreement with major gold producer Nord Gold SE ("Nordgold") on March 13, 2014 (the "Option Agreement"), under which Nordgold was granted the right to acquire a 50.01% interest in the Paul Isnard mining concessions and the exploration permits (the "Paul Isnard Gold Project"), held by the Company's subsidiary at the time, Compagnie Minière Montagne d'Or SAS ("CMMO").

On January 12, 2016, the Company entered into an agreement with Nordgold to sell a 5% minority interest in the Paul Isnard Gold Project (the "5% Sale") for $7,870 (US$6,000) (received). The formal acquisition and transfer of the 5% interest would not occur until Nordgold earned the initial 50.01% interest in the Paul Isnard Gold Project under the Option Agreement.

On September 14, 2017, the Company's interest in CMMO was diluted to 49.99% through Nordgold's successful Option Agreement earn-in, and an additional 5% interest in CMMO was transferred to Nordgold to complete the 5% Sale. A Shareholders' Agreement was signed between the Company and Nordgold, with the Company retaining a 44.99% interest in CMMO, and Nordgold owning the remaining 55.01% interest.

Upon recognition of Nordgold's earn-in, the Company recorded the carrying value of its investment in CMMO at its fair value of $36,701, resulting in a gain on deconsolidation of $14,116. The fair value of the Company's investment in CMMO was determined using the consideration it received for an aggregate interest of 55.01%, which was $44,875 (US$36,000).

The Company accounts for its investment in CMMO as an equity accounted investment.

Investment in CMMO continuity table:

($)
Balance, October 1, 2018 36,538
Proportionate share of losses (319)
Foreign exchange loss (1,606)
Balance, September 30, 2019 34,613
Proportionate share of losses (147)
Foreign exchange gain 3,617
Balance, March 31, 2020 38,083

5. Exploration and Evaluation Asset

On July 19, 2018, the Company entered into an agreement (the "Maripa Option") with a subsidiary of IAMGOLD Corporation ("IAMGOLD") to acquire up to a 70% interest in the Maripa Gold Project ("Maripa"), located in French Guiana, France. The terms of the Maripa Option are as follows:

  • Two-stage option to earn up to a 70% interest in Maripa:
    • o Initial option (the "First Option") to acquire a 50% interest by incurring $7,087 (US$5,000) in expenditures within 5 years from the date of deemed non-objection of the French Government of the Maripa Option (the "Effective Date"), with Columbus Gold acting as Operator:
      • Firm spending commitment of $283 (US$200) by December 31, 2018 (requirement met);
      • $2,126 (US$1,500) firm cumulative spending commitment by the 2nd anniversary of the Effective Date;
      • $3,898 (US$2,750) cumulative spending by the 3rd anniversary of the Effective Date;
      • $5,669 (US$4,000) cumulative spending by the 4th anniversary of the Effective Date; and
      • $7,087 (US$5,000) cumulative spending and the completion of an internal scoping study by the 5th anniversary of the Effective Date.
    • o Election to acquire an additional 20% interest:
      • Following exercise of the First Option, the parties may form a 50/50 joint-venture ("JV"), or if IAMGOLD elects not to participate in the 50/50 JV, then Columbus Gold may provide notice to IAMGOLD that it will aim to earn an additional 20% interest by completing a Preliminary Feasibility Study ("PFS") in an additional 3 years;
      • A 70:30 JV will be formed upon completion of a PFS by Columbus Gold; and
      • If any party's interest in the JV falls below 10% it will convert to a 2% NSR, of which 1% can be purchased by the other party for $4,252 (US$3,000).

The Effective Date has been set to April 10, 2019, corresponding to the date on which the deemed non-objection of the agreement was received from the French Government.

On October 23, 2019, the Company closed the first tranche of a private placement fully subscribed by Sandstorm Gold Ltd. ("Sandstorm"), raising gross proceeds of $1,250 through the issuance of 7,812,500 common shares of Columbus Gold, at a price of $0.16 per share and granting to Sandstorm a 0.5% net smelter returns royalty from Columbus Gold's ownership interest on gold production from Maripa, if and when Columbus Gold earns its interest in the project, and increasing up to 1% depending on Columbus Gold's interest in the project.

A summary of the Company's exploration and evaluation asset for the six months ended March 31, 2020 and year ended September 30, 2019 is set out below:

Maripa Gold Project
Balance at October 1, 2018 145
Geology and geophysics 123
Salaries and consulting 280
Supplies 33
Other 14
Foreign exchange (22)
Balance at September 30, 2019 573
Geology and geophysics 385
Salaries and consulting 237
Supplies 22
Assays and analysis 16
Other 62
Foreign exchange 90
Balance at March 31, 2020 1,385

6. Equipment

Office Furniture Leasehold Right of
and Equipment Improvements Use Assets Total
($) ($) ($) ($)
Cost
Balance, October 1, 2018 142 190 - 332
Additions 21 - - 21
Foreign exchange 1 - - 1
Balance, September 30, 2019 164 190 - 354
Adoption of IFRS 16 - - 26 26
Additions 5 - - 5
Foreign exchange 2 - - 2
Balance, March 31, 2020 171 190 26 387
Accumulated amortization
Balance, October 1, 2018 (103) (190) - (293)
Amortization (21) - - (21)
Foreign exchange (1) - - (1)
Balance, September 30, 2019 (125) (190) - (315)
Amortization (13) - (5) (18)
Foreign exchange (3) - - (3)
Balance, March 31, 2020 (141) (190) (5) (336)
Net book value, September 30, 2019 39 - - 39
Net book value, March 31, 2020 30 - 21 51
Right of Use Assets
Maturity Analysis
Contractual undiscounted cash flows:
Less than one year 17
Two to three years 7
Four to five years -
Total undiscounted lease liabilities as at March 31, 2020 24
Lease liabilities in Consolidated Statements of Financial Position as at March 31, 2020
Current (included in accounts payable) 15
Non-current (included in lease liabilities) 7
22

Amounts Recognized in Consolidated Statements of Comprehensive Loss

Three Months Ended Six Months Ended
March 31,2020 March 31,2019 March 31,2020 March 31,2019
Interest expense on lease liabilities 2 - 4 -
Expenses relating to short-term leases 26 - 54 -
28 - 58 -

7. Share Capital

(a) Common shares

Authorized - unlimited common shares without par value.

At March 31, 2020, the Company had 195,921,160 (September 30, 2019 – 171,608,660) common shares issued and outstanding.

Six months ended March 31, 2020

On March 26, 2020, the Company closed the first tranche of a non-brokered private placement, raising gross proceeds of $1,390 through the issuance of 8,687,500 units at a price of $0.16 per unit (the "March 2020 Private Placement"). Each unit is comprised of one common share of Columbus Gold, and a half warrant. Each full warrant entitles the holder, on exercise, to purchase one common share of Columbus Gold at a price of $0.24, for a period of 18 months from the closing date of the private placement. OCIM Finance, a Company managed by a director of Columbus Gold, Laurent Mathiot, was amongst the subscribers in the private placement. OCIM Finance acquired an aggregate of 7,812,500 units for a total consideration of CAD$1,250,000.

On February 4, 2020, the Company closed a non-brokered private placement, raising gross proceeds of $1,250 through the issuance of 7,812,500 units at a price of $0.16 per unit (the "February 2020 Private Placement"). Each unit is comprised of one common share of Columbus Gold, and a half warrant. Each full warrant entitles the holder, on exercise, to purchase one common share of Columbus Gold at a price of $0.24, for a period of 18 months from the closing date of the private placement. The February 2020 Private Placement was fully subscribed by OCIM Finance.

On October 23, 2019, the Company closed the first tranche of a non-brokered private placement fully subscribed by Sandstorm (the "Sandstorm Private Placement"), raising gross proceeds of $1,250 through the issuance of 7,812,500 common shares of Columbus Gold, at a price of $0.16 per share and granting to Sandstorm a 0.5% net smelter returns royalty from Columbus Gold's ownership interest on gold production from the Maripa gold project in French Guiana, if and when Columbus Gold earns its interest in the project, and increasing up to 1% depending on Columbus Gold's interest in the project. No finders' fees have been paid in connection with this private placement. The Sandstorm Private Placement was closed on January 31, 2020, with only the first tranche completed as there remained outstanding conditions to be satisfied to proceed with the closing of the second tranche. Columbus Gold and Sandstorm have mutually agreed to consider an additional investment by Sandstorm in the Company once these conditions have been met.

Year ended September 30, 2019

On August 16, 2019, the Company closed a non-brokered private placement (the "August 2019 Private Placement"), raising gross proceeds of $456 through the issuance of 2,850,000 units at a price of $0.16 per unit. Each unit is comprised of one common share of Columbus Gold, and a half warrant. Each full warrant entitles the holder, on exercise, to purchase one common share of Columbus Gold at a price of $0.32, for a period of 18 months from the closing date of the private placement. An aggregate of 137,500 units with a fair value of $22 was paid in finders' fees.

On January 16, 2019, the Company closed a non-brokered unit private placement (the "January 2019 Private Placement"), raising gross proceeds of $1,957 through the issuance of 9,786,778 units at a price of $0.20 per unit. Each unit is comprised of one common share of the Company, and a half warrant. Each full warrant entitles the holder, on exercise, to purchase one common share of the Company at a price of $0.40, for a period of 12 months from the closing date of the private placement. An aggregate of 65,250 common shares of the Company with a fair value of $13 was paid in finder's fees. Share issuance costs totaled $16.

(b) Share options

The Company has a share option plan to issue share options whereby the total share options outstanding may be up to 10% of its issued capital at the time of an applicable option grant. The Board of Directors may from time to time, grant options to directors, officers, employees or consultants. The exercise price of an option is not less than the closing price on the Exchange on the last trading day preceding the grant date.

The continuity of the Company's share options is as follows:

Weighted Average
Number of Exercise Price
Options ($)
Balance, October 1, 2018 7,257,500 0.45
Granted 1,200,000 0.27
Expired (450,000) 0.62
Balance, September 30, 2019 8,007,500 0.42
Granted 1,000,000 0.25
Forfeited (1,075,000) 0.48
Balance, March 31, 2020 7,932,500 0.39

A summary of the Company's options at March 31, 2020 is as follows:

Options Outstanding Options Exercisable
Exercise Weighted AverageRemaining Number of Weighted AverageRemaining
Price Number of Contractual Life Options Contractual Life
($) Options Outstanding (Years) Exercisable (Years)
0.25 700,000 3.96 216,667 3.96
0.25 1,000,000 5.00 - 5.00
0.30 500,000 2.08 500,000 2.08
0.30 100,000 3.02 100,000 3.02
0.30 1,150,000 3.43 1,150,000 3.43
0.40 200,000 0.87 200,000 0.87
0.40 432,500 0.93 432,500 0.93
0.48 3,750,000 2.88 3,750,000 2.88
0.65 100,000 1.78 100,000 1.78
0.25-0.65 7,932,500 3.10 6,449,167 2.75

The fair value of share options recognized as an expense during the three and six months ended March 31, 2020 was $8 and $17 respectively (2019 - $21).

The fair value of each share option is estimated on the date of grant using the Black-Scholes Option Pricing Model that uses the assumptions noted in the table below. Expected volatilities are based on historical volatility of the Company's shares, and other factors. The expected term of share options granted represents the period of time that share options granted are expected to be outstanding. The risk-free rate of periods within the contractual life of the share option is based on the Canadian government bond rate. Assumptions used for share options granted during fiscal 2020 and 2019 are as follows:

Grant Date Number ofShareOptions ExpectedPriceVolatility Risk FreeInterestRate ExpectedLife(Years) ExpectedDividendYield Fair ValuePer Option($) TotalFair Value($)
March 30, 2020 1,000,000 75% 0.47% 2.96 - 0.03 34
April 30, 2019 500,000 76% 1.60% 2.96 - 0.06 28
March 14, 2019 700,000 76% 1.66% 2.96 - 0.10 72

(c) Warrants

In connection with the March 2020 Private Placement, 4,343,750 warrants were issued on March 26, 2020, where each warrant entitles the holder, on exercise, to purchase one common share of the Company at a price of $0.24, for a period of 18 months from the closing date of the March 2020 Private Placement.

In connection with the February 2020 Private Placement, 3,906,250 warrants were issued on February 4, 2020, where each warrant entitles the holder, on exercise, to purchase one common share of the Company at a price of $0.24, for a period of 18 months from the closing date of the February 2020 Private Placement.

In connection with the August 2019 Private Placement, 1,493,750 warrants were issued on August 16, 2019, where each warrant entitles the holder, on exercise, to purchase one common share of the Company at a price of $0.32, for a period of 18 months from the closing date of the August 2019 Private Placement.

In connection with the January 2019 Private Placement, 4,893,389 warrants were issued on January 16, 2019, where each warrant entitles the holder, on exercise, to purchase one common share of the Company at a price of $0.40, for a period of 12 months from the closing date of the January 2019 Private Placement.

All warrants are exercisable on the date of issuance.

The continuity of the Company's warrants is as follows:

Weighted Average
Number of Exercise Price
Warrants ($)
Balance at October 1, 2018 - n/a
Issued 6,387,139 0.38
Balance, September 30, 2019 6,387,139 0.38
Issued 8,250,000 0.24
Expired (4,893,389) 0.40
Balance, March 31, 2020 9,743,750 0.25

The fair value of each warrant is estimated on the date of grant using the Black-Scholes Option Pricing Model that uses the assumptions noted in the table below. Expected volatilities are based on historical volatility of the Company's shares, and other factors. The expected term of warrants issued represents the period of time which those warrants are expected to be outstanding.

The risk-free rate of periods within the contractual life of the warrants is based on the Canadian government bond rate. Assumptions used for warrants issued during 2020 and 2019 are as follows:

Number of ExpectedPrice Risk FreeInterest ExpectedLife ExpectedDividend Fair Valueper Warrant Total FairValue
Issue Date Warrants Volatility Rate (Years) Yield ($) ($)
March 26, 2020 4,343,750 76% 0.64% 1.50 - 0.02 94
February 4, 2020 3,906,250 76% 1.51% 1.50 - 0.04 172
August 16, 2019 1,493,750 72% 1.39% 1.50 - 0.02 30
January 16, 2019 4,893,389 83% 1.90% 1.00 - 0.03 153

(d) Loss per share

Three Months Ended Six Months Ended
March 31,2020($) March 31,2019($) March 31,2020($) March 31,2019($)
Basic loss per share (0.01) (0.01) (0.01) (0.01)
Diluted loss per share (0.01) (0.01) (0.01) (0.01)
Net loss for the period (1,074) (1,163) (1,143) (2,359)
(in thousands) Three Months Ended Six Months Ended
March 31,2020 March 31,2019 March 31,2020 March 31,2019
Shares outstanding, beginning of period 179,421 158,769 171,609 158,769
Effect of private placement of common shares 5,466 8,210 9,592 4,060
Basic weighted average number of shares outstanding 184,887 166,979 181,201 162,829
Effect of dilutive share options - - - -
Effect of dilutive warrants - - - -
Diluted weighted average number of shares outstanding 184,887 166,979 181,201 162,829

As at March 31, 2020, there were 7,932,500 (March 31, 2019 – 7,957,500) share options and 9,743,750 (March 31, 2019 – 4,893,389) warrants that were potentially dilutive but not included in the diluted earnings per share calculation as the effect would be anti-dilutive.

(e) Reserves

Share options and warrants

The share options and warrants reserve records items recognized as stock-based compensation expense and other share-based payments until such time that the stock options or warrants are exercised, at which time the corresponding amount will be transferred to share capital.

Accumulated other comprehensive income (loss)

The accumulated other comprehensive income (loss) reserve records unrealized gains and losses arising on marketable securities, except for impairment losses and foreign exchange gains and losses on monetary items. The reserve also records unrealized exchange differences arising on translation of foreign operations that have a functional currency other than the Company's reporting currency.

8. Related Party Transactions

The Company has a note receivable of $1,604 (the "Grid Note") from Allegiant, a Company with certain directors in common, originally due on the later of March 1, 2019 or when Allegiant has completed one or more equity financings with collective proceeds of a minimum of $4,000 subsequent to the date on which Allegiant lists on the TSX-V. On March 5, 2019, the Company received 1,000,000 common shares (the "Extension Shares") of Allegiant in exchange for extending the due date of the Grid Note to December 31, 2020 (the "Extended Grid Note"). The fair value of the Extension Shares was $190 at the time of issuance. The fair value of the Extended Grid Note is $1,220, based on a 15% discount rate. The fair value of the Grid Note has been further reduced by the fair value of the Extension Shares, resulting in a carrying value of $1,030 on initial recognition. The Extended Grid Note will be accreted to its face value of $1,604 by the due date. The Grid Note is non-interest bearing and unsecured.

A summary of the Grid Note is presented in the following table:

($)
Balance, October 1, 2018 1,604
15% fair value discount (384)
Extension Shares (190)
Finance income 111
Rounding adjustment 1
Balance, September 30, 2019 1,142
Finance income 197
Balance, March 31, 2020 1,339

The Company had an agreement (the "Allegiant Cost Sharing Agreement") with Allegiant, whereby certain overhead and administration costs were shared, which Allegiant reimbursed to the Company on a periodic basis and was included in cost recoveries. The Allegiant Cost Sharing Agreement was terminated effective September 30, 2019.

The Company entered into a cost sharing agreement (the "Xebra Cost Sharing Agreement") with Xebra Brands Ltd. ("Xebra") effective October 1, 2019, whereby certain overhead and administration costs are shared, which Xebra reimburses to the Company on a periodic basis and is included in cost recoveries. The Xebra Cost Sharing Agreement expires on December 31, 2020, and may be terminated by either party with 3 months' written notice. The Company and Xebra have certain directors and officers in common.

8. Related Party Transactions - continued

The following is a summary of related party transactions:

Three Months Ended Six Months Ended
March 31,2020($) March 31,2019($) March 31,2020($) March 31,2019($)
Management fees paid to Columbus Capital Corporation, acompany controlled by the Chairman of the Company 32 57 55 95
Management fees paid to the President and CEO of the Company 92 70 152 130
Accounting fees paid to the CFO of the Company 48 48 112 84
Directors fees paid or accrued 43 75 79 150
Finance income from Grid Note (79) (9) (197) (9)
Administration cost recoveries received or accrued from Xebra (98) - (196) -
Administration cost recoveries received or accrued fromAllegiant (7) (54) (24) (145)
31 187 (19) 305

The following summarizes advances or amounts that remain receivable from or payable to each related party:

March 31,2020 September 30,2019
($) ($)
Note receivable from Allegiant 1,339 1,142
Advances to the Chairman of the Company 27 32
Advances to Columbus Capital Corporation 8 -
Directors fees payable (67) (43)
1,307 1,131

The Company closed two private placements of its common shares on March 26, 2020 and February 4, 2020, which OCIM Finance subscribed to an aggregate of 15,625,000 units (note 7) in these private placements.

9. Segmented Disclosure

The Company has one reportable business segment, being mineral exploration and development. Assets by geographical area are as follows:

March 31, September 30,2019
2020
($) ($)
Current assets
Canada 4,316 1,279
Luxembourg 8 8
France (French Guiana) 481 275
4,805 1,562
Non-current assets
Canada 17 1,148
France (French Guiana) 39,502 35,219
39,519 36,367
Total assets
Canada 4,333 2,427
Luxembourg 8 8
France (French Guiana) 39,983 35,494
44,324 37,929

10. Commitments

The Company has commitments as follows:

1 year 2-3 years 4-5 years Total
($) ($) ($) ($)
Office lease payments 83 - - 83
Vehicles 13 - - 13
Equipment 4 9 2 15
100 9 2 111

11. Financial Risk and Capital Management

Financial risk

The Company's financial instruments are exposed to certain financial risks. The risk exposures and the impact on the Company's financial instruments at March 31, 2020 are summarized below. The Board of Directors periodically reviews with management the principal risks affecting the Company and the systems that have been put in place to manage these risks.

(a) Credit risk

The credit risk exposure on cash is limited to its carrying amount at the date of the statements of financial position. Cash is held as cash deposits with creditworthy banks and an investment firm. The Company has receivables consisting of goods and services tax due from the Federal Government of Canada and trade receivables. The Company's note receivable from Allegiant is unsecured. Management believes that the credit risk with respect to cash and receivables as it relates to goods and services tax are low, and high as it relates to remaining other receivables and the note receivable from Allegiant.

11. Financial Risk and Capital Management - continued

(b) Liquidity risk

Liquidity risk arises from the Company's general and capital financing needs. The Company manages liquidity risk by attempting to maintain sufficient cash balances. Liquidity requirements are managed based on expected cash flows to ensure that there is sufficient capital in order to meet short term obligations. As at March 31, 2020, the Company has working capital of $4,601 (September 30, 2019 – $1,286).

(c) Market risks

(i) Foreign currency risk

The Company's functional currency is the Canadian dollar. The Company is exposed to the currency risk related to the fluctuation of foreign exchange rates in its French subsidiary, Columbus Guyane SAS. The Company also has assets and liabilities denominated in US dollars and the European Euro. A significant change in the currency exchange rates between the Canadian dollar relative to the US dollar or European Euro could have an effect on the Company's results of operations, financial position and/or cash flows. The Company has not hedged its exposure to currency fluctuations.

(ii) Commodity price risk

The Company's ability to raise capital to fund exploration or development activities is subject to risks associated with fluctuations in the market price of gold. The Company closely monitors commodity prices to determine the appropriate course of action to be taken.

(iii) Interest rate risk

The Company does not have any interest-bearing debt and is therefore not exposed to interest rate risk.

Sensitivity analysis

A 1% change in interest rates does not have a material effect on the Company's profit or loss and equity.

The Company has certain cash balances, receivables and accounts payables in US Dollars and European Euros, currencies other than the functional currency of Company. The Company estimates that a +/-10% change in the value of the Canadian dollar relative to the US dollar and European Euro would have a corresponding effect of approximately $16 to profit or loss.

Capital management

The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern in order to pursue the development of its mineral properties and to maintain a flexible capital structure for its projects for the benefit of its stakeholders. As the Company is in the exploration and development stage, its principal source of funds is from the issuance of common shares.

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

In order to facilitate the management of its capital requirements, the Company prepares annual expenditure budgets that are updated as necessary depending on various factors, including successful capital deployment and general industry conditions. The Board of Directors approves the annual and updated budgets. There have been no changes to the Company's capital management policies and procedures since the end of the most recent fiscal year.

11. Financial Risk and Capital Management - continued

Fair value

The fair value of the Company's financial instruments including cash, receivables, and accounts payable approximates their carrying value due to the immediate or short-term maturity of these financial instruments.

The fair value of marketable securities is based on quoted market prices for publicly traded shares.

The note receivable from Allegiant is measured at amortized cost, with an initial fair value of $1,030 and will be accreted to its face value of $1,604 by the maturity date.

IFRS 7, Financial Instruments: Disclosure establishes a fair value hierarchy that prioritizes the input to valuation techniques used to measure fair value as follows:

  • Level 1 quoted prices (unadjusted) in active markets for identical assets or liabilities;
    • Level 2 inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and
  • Level 3 inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The Company has determined the estimated fair values of its financial instruments based upon appropriate valuation methodologies. Marketable securities are classified as Level 1. At March 31, 2020, there were no financial assets or liabilities measured and recognized in the statement of position that would be categorized as Level 2 or Level 3 in the fair value hierarchy above.

Measurement Fair value atMarch 31, 2020
Financial Instrument Method Associated Risks ($)
Cash Amortized cost Credit and currency 2,169
Marketable securities FVTPL (Level 1) Exchange 825
Receivables Amortized cost Credit and concentration 84
Note receivable from Allegiant Gold Ltd. Amortized cost Credit and concentration 1,339
Accounts payable Amortized cost Currency (98)
Lease liabilities Amortized cost Currency (7)
4,312