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Plato Gold Corp. — Interim / Quarterly Report 2021
May 20, 2021
45638_rns_2021-05-20_14720fce-2084-425c-8d70-a7debf134ef7.pdf
Interim / Quarterly Report
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Condensed Interim Consolidated Financial Statements
Plato Gold Corp.
For the Three Months Ended March 31, 2021 and 2020 (Stated in Canadian Dollars)
INDEX
| Condensed Interim Consolidated Statements of Financial Position | 1 |
|---|---|
| Condensed Interim Consolidated Statements of Loss | |
| and Comprehensive Loss | 2 |
| Condensed Interim Consolidated Statements of Changes in | |
| Shareholders' Equity | 3 |
| Condensed Interim Consolidated Statements of Cash Flow | 4 |
| Notes to the Condensed Interim Consolidated | |
| Financial Statements | 5 - 21 |
NOTICE TO READER
The accompanying unaudited condensed interim consolidated financial statements have been prepared by the Company's management and the Company’s independent auditors have not performed a review of these interim financial statements.
Condensed Interim Consolidated Statements of Financial Position Unaudited - See Notice to Reader Stated in Canadian dollars
Plato Gold Corp.
| Assets Current Assets Cash Other receivables (note 4) Portfolio Investments(note 5) Mineral Properties and Deferred Exploration Costs(note 6) Liabilities Current Liabilities Accounts payable and accrued liabilities (note 12) Due to related company (note 7) Loan Payable(note 8) Shareholders' Equity Share Capital (note 9) Warrants (note 10) Contributed Surplus Deficit Non-Controlling Interest |
$ 44,393 $ 57,033 15,203 29,540 59,596 86,573 73,703 96,020 1,778,561 1,726,861 $ 1,911,860 $ 1,909,454 $ 651,485 $ 623,152 6,545 6,545 658,030 629,697 27,243 19,251 685,273 648,948 9,355,381 9,339,631 25,735 25,735 3,611,006 3,611,006 (11,759,468) (11,710,197) (6,067) (5,669) 1,226,587 1,260,506 $ 1,911,860 $ 1,909,454 |
|---|---|
The accompanying notes form an integral part of these condensed interim consolidated financial statements. Approved on behalf of the Board
"Anthony J. Cohen" , Director "John H. Paterson" , Director
-1-
Plato Gold Corp.
Condensed Interim Consolidated Statements of Loss and Comprehensive Loss For the Three Months Ended March 31 Unaudited - See Notice to Reader
Stated in Canadian dollars
| 2021 2020 $ 239 $ 974 |
|
|---|---|
| Income Investment income Expenses Amortization Bad debt expense Consulting and director fees Insurance Interest accretion (note 8) Interest and financing fees Office and general Professional fees Publicity and advertising Rent Salaries and benefits Transfer and filing fees Write-down of mineral properties (note 6) Add (Less): Fair value adjustment on portfolio investments Government grant (note 8) Realized gain on sale of portfolio investments Gain on write-off of accounts payable and accrued liabilities Net Loss and Comprehensive Loss Attributable to: Equity holders of Plato Gold Corp. Non-controlling Interest Loss per Share - basic and diluted Weighted Average Number of Common Shares Outstanding - basic and diluted |
|
| - 3 7,168 - 250 175 1,530 1,844 1,462 - 220 166 991 1,537 20,000 21,045 9,961 8,027 600 600 25 25 6,613 8,751 3,377 5,300 32,027 35,658 (13,470) - (20,846) - - (21,724) |
|
| 49,908 61,407 |
|
| $ (49,669) $ (60,433) |
|
| (49,271) (59,797) (398) (636) |
|
| $ (0.00) $ (0.00) |
|
| 209,269,717 204,657,419 |
The accompanying notes form an integral part of these condensed interim consolidated financial statements.
-2-
Plato Gold Corp.
Condensed Interim Consolidated Statements of Changes in Shareholders' Equity For the Three Months Ended March 31
Unaudited - See Notice to Reader
Stated in Canadian dollars
| Balance - January 1, 2020 Shares issued for mineral properties (notes 6(b), 9) Reclassification on expiry of warrants Net comprehensive loss Balance - March 31, 2020 |
Share Capital Non- Contributed Accumulated Controlling Shares Amount Warrants Surplus Deficit Interest Total |
|---|---|
| 204,449,727 $ 9,154,956 $ 154,984 $ 3,456,022 $ (11,486,738) $ (26,256) $ 1,252,968 300,000 9,000 - - - - 9,000 - - (114,842) 114,842 - - - - - - - (59,797) (636) (60,433) |
|
| 204,749,727 $ 9,163,956 $ 40,142 $ 3,570,864 $ (11,546,535) $ (26,892) $ 1,201,535 |
| Balance - January 1, 2021 Shares issued for mineral properties (notes 6(b), 9) Net comprehensive loss Balance - March 31, 2021 |
Share Capital Non- Contributed Accumulated Controlling Shares Amount Warrants Surplus Deficit Interest Total |
|---|---|
| 208,919,717 $ 9,339,631 $ 25,735 $ 3,611,006 $ (11,710,197) $ (5,669) $ 1,260,506 450,000 15,750 - - - - 15,750 - - - - (49,271) (398) (49,669) |
|
| 209,369,717 $ 9,355,381 $ 25,735 $ 3,611,006 $ (11,759,468) $ (6,067) $ 1,226,587 |
The accompanying notes form an integral part of these condensed interim consolidated financial statements.
-3-
Plato Gold Corp.
Condensed Interim Consolidated Statements of Cash Flow For the Three Months Ended March 31 Unaudited - See Notice to Reader
Stated in Canadian dollars
| Plato Gold Corp. Condensed Interim Consolidated Statements of Cash Flow For the Three Months Ended March 31 Unaudited - See Notice to Reader Stated in Canadian dollars |
|
|---|---|
| 2021 2020 |
|
| Cash Flows from Operating Activities Net comprehensive loss Items not involving cash Realized gain on sale of portfolio investments Amortization Interest accretion Government grant Write-down of mineral properties Bad debt expense Fair value adjustment on portfolio investments Changes in non-cash working capital Other receivables Accounts payable and accrued liabilities Due to related company Cash Flows from Financing Activities Advances of loan payable Cash Flows from Investing Activities Mineral properties and deferred explorations costs Proceeds from sale of portfolio investments Change in cash Cash - beginning of period Cash - end of period |
$ (49,669) $ (60,433) (20,846) - - 4 1,462 - (13,470) - 3,377 5,300 (7,168) - 32,027 35,658 |
| (54,287) (19,471) 21,505 5,728 28,333 (13,890) - 2,545 |
|
| (4,449) (25,088) |
|
| 20,000 - |
|
| (39,327) (48,297) 11,136 - |
|
| (28,191) (48,297) |
|
| (12,640) (73,385) 57,033 93,667 |
|
| $ 44,393 $ 20,282 |
The accompanying notes form an integral part of these condensed interim consolidated financial statements.
-4-
Plato Gold Corp. Notes to the Condensed Interim Consolidated Financial Statements For the Three Months Ended March 31, 2021 and 2020 Unaudited - See Notice to Reader Stated in Canadian Dollars
1. Nature of Operations
Plato Gold Corp. (the “Company” or "Plato") is an Ontario corporation formed by amalgamation on May 30, 2005. The primary offices are located at 1240 Bay Street, Suite 800, Toronto, Ontario M5R 2A7.
The Company is a public gold and rare minerals exploration company with four projects. The first project, Good Hope Niobium Project consists of a total of 254 claims, consisting of 227 Single Cell Mining Claims and 27 Boundary Cell Mining Claims, and covers an area of approximately 5,146 hectares in Killala Lake Area and Cairngorm Lake Area Townships, northwest of Marathon, Ontario. The second project, Pic River Platinum Group Metals ("PGM") Project consists of a total of 111 Single Cell Mining Claims and covers an area of approximately 2,247 hectares in the Foxtrap Lake and Grain Township, Thunder Bay Mining District, in Ontario. The third project, the Lolita Project in Santa Cruz, Argentina, includes three adjoining concessions in Southern Argentina, which are held by the Company's 95% owned subsidiary, Winnipeg Minerals S.A. ("WMSA"). The fourth project, the Timmins Gold Project in Northern Ontario includes four properties (Guibord, Harker, Holloway and Marriott) in what is sometimes referred to as the Harker/Holloway gold camp located east of Timmins.
The Company is in the process of exploring its mineral properties and has not yet determined whether its properties contain economic mineral reserves. The recovery of amounts capitalized under mineral properties and deferred exploration costs is dependent upon the discovery of economically recoverable resources or reserves and upon future profitable production or sale of its interests, all of which are uncertain. Consequently, as of March 31, 2021 the Company considers itself to be an exploration and evaluation stage company with respect to these properties.
The Company has not yet realized profitable operations and has incurred significant losses to date resulting in a cumulative deficit of $11,759,468 as at March 31, 2021. The Company’s continued existence is dependent upon its ability to raise additional capital and/or obtaining financing from related parties and develop profitable operations. Management believes that it has the ability to raise the required additional funding. While management has been historically successful in raising the necessary capital, it cannot provide assurance that it will be able to execute on its business strategy or be successful in future financing activities. As at March 31, 2021, the Company's current liabilities exceed its current assets by $598,434. Given the above, the Company has material uncertainties that may cast significant doubt upon the Company's ability to continue as a going concern.
COVID-19
In March 2020, the World Health Organization declared a global pandemic related to the outbreak of the novel strain of coronavirus, specifically identified as “COVID-19”. This has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures which include the implementation of travel bans, self-imposed quarantine periods, and social distancing have caused material disruption to businesses resulting in a global economic disruption. At the same time, global equity markets have experienced historic volatility and weakness. Governments and central banks have reacted with significant monetary and fiscal interventions designed to stabilize domestic economic conditions. The duration and eventual impact of the COVID-19 outbreak is unknown at this time, as is the efficacy of the government and central bank interventions.
-5-
Notes to the Condensed Interim Consolidated Financial Statements For the Three Months Ended March 31, 2021 and 2020 Unaudited - See Notice to Reader Stated in Canadian Dollars
Plato Gold Corp.
1. Nature of Operations (continued)
It is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Company in future periods.
COVID-19 has no physical impact on the mineralization (gold, niobium, platinum, etc.) on the four mineralize properties currently held by the Company. However, COVID-19 does significantly impact the daily operations of the Company, its exploration activities, its ability to access funds in the capital markets and its ability to continue as a going concern, all of which is difficult to determine at this time. No adjustments have been made to the consolidated financial statements in relation to the impact of COVID-19.
2. Basis of Presentation and Going Concern
The Company's condensed interim consolidated financial statements reflect the results of operations for the three months ended March 31, 2021 and 2020, and the assets, liabilities and shareholders' equity as at March 31, 2021.
The condensed interim consolidated financial statements include the accounts of the Company and its 95% owned subsidiary, Winnipeg Minerals S.A., an Argentinean company. All significant intercompany balances and transactions have been eliminated on consolidation.
a) Statement of Compliance
The Company's condensed interim consolidated financial statements have been prepared in accordance with IAS 34, Interim Financial Reporting ("IAS 34"). The IAS 34 interim financial statements do not include all of the information required for annual financial statements.
These condensed interim consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements for the year ended December 31, 2020.
The policies applied in the Company's condensed interim consolidated financial statements are in accordance with International Financial Reporting Standards ("IFRS") effective as of March 31, 2021 as issued by the International Accounting Standards Board. The date that the Board of Directors approved the statements is May 19, 2021.
b) Critical judgments, estimates, and assumptions
The preparation of the condensed interim consolidated financial statements in conformity with IFRS requires management to make estimates and assumptions that affect assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed interim consolidated financial statements and the reported amounts of operations during the reporting period. Significant estimates and assumptions include those related to the following:
-
the recoverability of the carrying value of the resource properties
-
management's determination that there is no deferred tax asset recognized in these condensed interim consolidated financial statements
-
the ability to continue as a going concern
-
the value of options and warrants issued by the Company
-6-
Plato Gold Corp. Notes to the Condensed Interim Consolidated Financial Statements For the Three Months Ended March 31, 2021 and 2020 Unaudited - See Notice to Reader Stated in Canadian Dollars
2. Basis of Presentation and Going Concern (continued)
b) Critical judgments, estimates, and assumptions (continued)
The application of Company's accounting policy for Mineral properties and deferred exploration costs requires judgment to determine whether future economic benefits are probable, from either future development or sale. There is no assurance that the Company has or will have commercially viable resources.
Determining the value of stock options and warrants involves the application of the Black-Scholes option-pricing model which requires the input of highly subjective assumptions that can materially affect the vale. Significant estimates and assumptions are required for the volatility used in the Black-Scholes option-pricing model. The Company uses historical information of its own publicly traded common shares to determine the degree of volatility at the date when the stock options and warrants are granted. The degree of volatility will vary depending on when the stock options and warrants were granted, and the expected life.
While management believes that the estimates and assumptions are reasonable, actual results could differ from those estimates.
Management has also used its judgment in determining that the functional currency of the Company and its subsidiary is the Canadian dollar and the state of development of the mineral properties as the exploration stage.
c) Going Concern
The Company’s ability to continue as a going concern is dependent upon, but not limited to, its ability to raise financing necessary to fund its exploration and development programs and general and administrative expenses, maintain its resource properties, discharge its liabilities as they become due and generate positive cash flows from operations. There is no certainty that the Company will be successful in raising financing given the current condition of the financial markets, and as such there is significant uncertainty the Company will be able to continue as a going concern.
The condensed interim consolidated financial statements are prepared on the basis of accounting principles applicable to a going concern, which assumes that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of the business. Accordingly, these condensed interim consolidated financial statements do not give effect to adjustments that may be necessary, should the Company be unable to continue as a going concern. If the going concern assumption is not used, then the adjustments required to report the Company’s assets and liabilities at liquidation values could be material to these condensed interim consolidated financial statements.
-7-
Notes to the Condensed Interim Consolidated Financial Statements For the Three Months Ended March 31, 2021 and 2020 Unaudited - See Notice to Reader Stated in Canadian Dollars
Plato Gold Corp.
3. Significant Accounting Policies
The Company’s complete accounting policies have been included in the consolidated financial statements for the year ended December 31, 2020. The accounting policies the Company followed in preparing these condensed interim consolidated financial statements were the same as those applied by the Company in the annual consolidated financial statements as at and for the year ended December 31, 2020.
4. Other Receivables
As at March 31, 2021, other receivables includes HST receivable of $15,203 (December 31, 2020 - $22,321) and other amounts receivable of $Nil (December 31, 2020 - $7,219). Due to the short-term nature, the carrying amount of the receivables approximates fair value.
5. Portfolio Investments
a) Monarch Gold Corporation (formerly Monarques Gold Corporation)
During the three months ended March 31, 2021, Yamana Gold Inc. acquired the outstanding common shares of Monarch Gold Corporation. In connection with the arrangement, Monarch Gold Corporation completed a spin-out to its shareholders. Each former Monarch Gold Corporation share was exchanged for (i) 0.0376 of a common share of Yamana Gold Inc.; (ii) $0.192 in cash from Yamana Gold Inc.; (iii) 0.2 of a common share of Monarch Mining Corporation. As a result of this transaction, the Company recognized a realized gain of $20,846 .
As at March 31, 2021, the Company holds a total of Nil (December 31, 2020 - 58,000) shares of Monarch Gold Corporation, with a fair value of $Nil (December 31, 2020 - $31,900).
b) Kirkland Lake Gold Inc. (formerly St. Andrew Goldfields Ltd.)
As at March 31, 2021, the Company holds 1,000 (December 31, 2020 - 1,000) common shares of Kirkland Lake Gold Inc., with a fair value of $42,440 (December 31, 2020 - $52,600).
c) Bonterra Resources Inc.
As at March 31, 2021, the Company holds 9,000 (December 31, 2020 - 9,000) common shares of Bonterra Resources Inc., with a fair value of $10,080 (December 31, 2020 - $11,520).
d) Monarch Mining Corporation
During the three months ended March 31, 2021, the Company received 11,600 shares of Monarch Mining Corporation as a result of the spin-out of Monarch Gold Corporation. As at March 31, 2021, the Company holds 11,600 common shares of Monarch Mining Corporation, with a fair value of $9,280.
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Plato Gold Corp. Notes to the Condensed Interim Consolidated Financial Statements For the Three Months Ended March 31, 2021 and 2020 Unaudited - See Notice to Reader Stated in Canadian Dollars
5. Portfolio Investments (continued)
e) Yamana Gold Inc.
During the three months ended March 31, 2021, the Company received 2,180 common shares of Yamana Gold Inc. as a result of the Yamana Gold Inc.'s acquisition of the outstanding shares of Monarch Gold Corporation. As at March 31, 2021, the Company holds 2,180 common shares of Yamana Gold Inc., with a fair value of $11,903.
The Company classifies all portfolio investments as Level 1 under the fair value hierarchy. There were no transfers between fair value levels during the three months ended March 31, 2021.
6. Mineral Properties and Deferred Exploration Costs
| Balance - December 31, 2014 Expenditures (recoveries) - January 1, 2015 to December 31, 2019 Write downs - January 1, 2015 to December 31, 2019 Balance - December 31, 2019 Acquisition costs Exploration costs Other Total Current expenditures Write-down of mineral property Balance - December 31, 2020 Balance - December 31, 2020 Acquisition costs Exploration costs Other Total Current expenditures Write-down of mineral property Balance - March 31, 2021 |
Good Hope Project Pic River Project Lolita Project Timmins Gold Project Total |
|---|---|
| $ - $ - $ 316,964 $ 1,025,067 $ 1,342,031 1,670,386 - 53,700 38,800 1,762,886 (12,943) - (370,664) (1,063,867) (1,447,474) |
|
| $ 1,657,443 $ - $ - $ - $ 1,657,443 - 34,500 - - 34,500 34,918 - - - 34,918 - - 7,343 27,791 35,134 |
|
| 34,918 34,500 7,343 27,791 104,552 - - (7,343) (27,791) (35,134) |
|
| $ 1,692,361 $ 34,500 $ - $ - $ 1,726,861 |
|
| Good Hope Project Pic River Project Lolita Project Timmins Gold Project Total |
|
| $ 1,692,361 $ 34,500 $ - $ - $ 1,726,861 - 40,750 - - 40,750 10,950 - - - 10,950 - - 798 2,579 3,377 |
|
| 10,950 40,750 798 2,579 55,077 - - (798) (2,579) (3,377) |
|
| $ 1,703,311 $ 75,250 $ - $ - $ 1,778,561 |
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Plato Gold Corp. Notes to the Condensed Interim Consolidated Financial Statements For the Three Months Ended March 31, 2021 and 2020 Unaudited - See Notice to Reader Stated in Canadian Dollars
6. Mineral Properties and Deferred Exploration Costs (continued)
a) Good Hope Niobium Project
On May 31, 2017, the Company signed two Option Agreements, KL226 Option Agreement and KL37 Option Agreement to acquire 100% interest in the Good Hope Niobium Project in Killala Lake area, near Marathon Ontario.
The Good Hope Niobium Property consists of a total of 254 claims, consisting of 227 Single Cell Mining Claims and 27 Boundary Cell Mining Claims, and covers an area of approximately 5,100 hectares in Killala Lake Area and Cairngorm Lake Area Townships, northwest of Marathon, Ontario. The Good Hope Property is located approximately 45 kilometers northwest of Marathon and 28 km north of Highway 17. The property is readily accessible from Trans-Canada Highway 17 and Dead Horse Road. The Property is also in close proximity to the Hemlo gold mining camp.
On August 27, 2019, the Company announced that it had met all of the terms of the KL37 and KL226 Option Agreements and the Company owns 100% of the Good Hope Niobium claims.
The following terms remain for the KL226 and KL37 Option Agreements:
-
i) A 3% Net Smelter Return Royalty to Optionors, with first right of refusal for 50% buy back for $1,500,000.
-
ii) A 3% Gross Overriding Royalty from the production of diamonds only to Optionors, with first right of refusal for 50% buy back for $1,500,000.
-
iii) Performance Shares of 1,000,000 common shares to Optionors, if a NI 43-101 compliant resource exceeding 100 million tonnes of Nb205/P205 and an additional 2,000,000 common shares to Optionors, upon a positive bankable feasibility study.
-
iv) 10% of the sale price or option price in cash or shares to Optionors, if the KL226 or KL37 claims are sold or optioned to a third party.
b) Pic River Project
On January 28, 2020, the Company entered into an Option Agreement to acquire 100% interest in the Pic River PGM Project in Foxtrap Lake and Grain Township, Thunder Bay Mining District, in Ontario. The Optionors are Rudolf Wahl (70%) and Mike Dorval (30%). On April 28, 2020, the Option Agreement was amended with an additional 6 new claims to the total property.
The Pic River PGM Project consists of a total of 111 Single Cell Mining Claims and covers an area of approximately 2,247 hectares in the Foxtrap Lake and Grain Township, Thunder Bay Mining District, in Ontario.
-10-
Plato Gold Corp.
Notes to the Condensed Interim Consolidated Financial Statements For the Three Months Ended March 31, 2021 and 2020 Unaudited - See Notice to Reader Stated in Canadian Dollars
6. Mineral Properties and Deferred Exploration Costs (continued)
b) Pic River Project (continued)
The Company, as the Optionee, will earn in for 100% interest in the project claims upon completion of the following:
i) Total cash payment of $125,000 as follows:
-
i) $10,000 to Optionors within 7 days of signing of the Pic River PGM Option Agreement
-
ii) $15,000 to Optionors within 6 months of the TSXV approval iii) $25,000 to the Optionors on or before the 1[st] , 2[nd] , 3[rd] and 4[th] anniversary of the TSXV approval
ii) Total payment of 1,650,000 common shares
-
i) 300,000 common shares to Optionors within 15 days of TSXV approval ii) 450,000 common shares to Optionors on or before the 1[st] anniversary of the TSXV approval
-
iii) 300,000 common shares to the Optionors on or before the, 2[nd] , 3[rd] and 4[th] anniversary of the TSXV approval
iii) Combined exploration expenditures of $160,000
- i) $40,000 on or before the 1[st] anniversary of the TSXV approval ii) $120,000 on or before the 4[th] anniversary of the TSXV approval
On January 20, 2021, the Option agreement was amended such that the Company is only required to incur total exploration expenditures of $160,000 on or before the 4[th] anniversary of the TSXV approval. All other terms of the Option Agreement remain unchanged.
In addition, the Pic River PGM Option Agreement includes:
-
i) A 3% Net Smelter Return royalty to Optionors, with the first right of refusal for 50% buy back for $1,500,000.
-
ii) A 3% Gross Overriding royalty from the production of diamonds only to Optionors, with first right of refusal for 50% buy back for $1,500,000.
-
iii) Performance Shares of 1,000,000 common shares to Optionors, if a NI 43-101 compliant resource exceeding 1 million ounces of platinum equivalent, and an additional 1,000,000 common shares to Optionors, upon a positive bankable feasibility study.
-
iv) 10% of the sale price or option price in cash or shares to Optionors, if the Pic River PGM Project claims are sold or optioned to a third party.
-11-
Plato Gold Corp. Notes to the Condensed Interim Consolidated Financial Statements For the Three Months Ended March 31, 2021 and 2020 Unaudited - See Notice to Reader Stated in Canadian Dollars
6. Mineral Properties and Deferred Exploration Costs (continued)
b) Pic River Project (continued)
On January 28, 2020, the Company issued 300,000 common shares and cash payment of $10,000 to the Optionors pursuant to the agreement. On June 22, 2020, the Company paid a cash payment of $15,000 to the Optionors pursuant to the agreement.
On January 20, 2021, the Company issued 450,000 common shares and cash payment of $25,000 to the Optionors pursuant to the agreement.
c) Lolita Project
On August 27, 2007, the Company entered into an agreement to acquire a 75% interest in the Lolita Property in Argentina.
Upon completion of the initial expenditures, a Joint Work Program for up to US$500,000 was jointly developed and financed 75% by the Company and 25% by the other party ("Lhotka"). The agreement allows that Lhotka shall have its Joint Venture interest in the property diluted by 5% for each US$100,000 in expenditures spent by the Company, if Lhotka declines its portion of the expenditure. Lhotka’s interest in the property shall not be reduced to less than 2%, unless otherwise agreed by the parties, and Lhotka is entitled to receive a 2% Net Smelter Royalty (“NSR”). The Company has available an option to purchase the NSR for US$500,000.
With the completion of the initial expenditures, registration of ownership of the property proceeded in accordance with the Joint Venture Agreement. As of August 9, 2011, Winnipeg Minerals S.A. (“WMSA”) was incorporated in Argentina with the Company holding 75% and Lhotka holding 25% of the outstanding shares. The mineral claims were subsequently transferred to WMSA as of November 14, 2011.
On August 31, 2020, in accordance with the joint venture agreement, the Company recorded cumulative expenditures above $400,000 and thus the parties agreed to dilute the Lhotka interest by 20%. Accordingly, the Lhotka contribution outstanding after the incorporation of WMSA will be recorded as settled in full. As well, the Company's holding in WMSA increased to 95%. Accordingly, as of August 31, 2020, Lhotka's outstanding contribution is $Nil.
As of March 31, 2021, the cumulative loan to WMSA and expenses incurred by the Company after the incorporation of WMSA totals $139,615 (December 31, 2020- $139,615) with Plato accounting for $139,470 (December 31, 2020 - $139,470) and Lhotka $145 (December 31, 2020 - $145).
Effective September 1, 2020, the allocation of expenditures will be based on the 95% interest for the Company and 5% for Lhotka until cumulative expenditures exceed $500,000. The Company reported total due from Lhotka at December 31, 2020 of $145 (2019 - $53,506), offset by a full valuation allowance.
-12-
Plato Gold Corp. Notes to the Condensed Interim Consolidated Financial Statements For the Three Months Ended March 31, 2021 and 2020 Unaudited - See Notice to Reader Stated in Canadian Dollars
6. Mineral Properties and Deferred Exploration Costs (continued)
c) Lolita Project (continued)
The option agreement, including the amendment, was in good standing as of March 31, 2021 and there are no breaches of any covenants, terms or conditions in respect thereof.
Pursuant to an impairment analysis performed on the Company’s Lolita property as at December 31, 2015, the Company decided to write down the carrying value of the property totaling $321,275 to $Nil. While the Company’s interest in the Lolita project remains unchanged for the three months ended March 31, 2021, the Company has determined not to substantiate the carrying value of the properties until there are expenditures by the Company on exploration and evaluation of mineral resources for this property. Accordingly, all costs incurred to date were written off as an impairment loss. Should a valuation analysis be performed in the future such that the estimated recoverable amount of the Lolita property is greater than the carrying amount of $Nil, the impairment losses recognized in prior years could reverse in part, or in full.
In this situation, the carrying amount could be increased to an amount that does not exceed the original carrying amount that would have been determined had no impairment loss been recognized for the Lolita property in prior years. As of March 31, 2021, the Company has incurred and written down $378,805 (December 31, 2020 - $378,007) of project related costs.
d) Timmins Gold Project
The Timmins Gold Project is comprised of four properties along the DestorPorcupine Fault Zone located east of Timmins. The properties are comprised of 4 leases and 98 claims. The Company holds 100% interest in the Holloway and Marriott Properties. The Company holds 50% interest in the Guibord property with the remaining 50% held by Osisko, of which 10% is beneficially held for Kirland Lake. The Company holds 20% interest in the Harker property with the remaining 80% held by Osisko. The properties are subject to a 2% net smelter royalty held by a former director of the Company.
Pursuant to an impairment analysis performed on the Company’s Timmins property as at December 31, 2015, the Company decided to write down the carrying value of the property at December 31, 2015 totaling $1,010,246 to $Nil. While the Company’s interest in the Timmins project remains unchanged for the three months ended March 31, 2021, the Company has determined not to substantiate the carrying value of the properties until there are expenditures by the Company on exploration and evaluation of mineral resources for this property. Accordingly, all costs incurred to date were written off as an impairment loss during the three months ended March 31, 2021. Should a valuation analysis be performed in the future such that the estimated recoverable amount of the Timmins property is greater than the carrying amount of $Nil, the impairment losses recognized in prior years could reverse in part, or in full. In this situation, the carrying amount could be increased to an amount that does not exceed the original carrying amount that would have been determined had no impairment loss been recognized for the Timmins property in prior years. As of March 31, 2021, the Company has incurred and written down $1,094,237 (December 31, 2020 - $1,091,658) of project related costs.
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Plato Gold Corp. Notes to the Condensed Interim Consolidated Financial Statements For the Three Months Ended March 31, 2021 and 2020 Unaudited - See Notice to Reader Stated in Canadian Dollars
7. Due to Related Company
As at March 31, 2021, the Company owes $6,545 (December 31, 2020 - $6,545) to a related company. Amounts due to the related company are non-interest bearing, unsecured and due on demand. The Company and the related company have a director in common. This director is also a shareholder and an officer of both companies.
8. Loan Payable
On November 19, 2020, the Company obtained a $40,000 interest-free loan from the Government of Canada under the Canada Emergency Business Account ("CEBA") COVID-19 Economic Response Plan. The loan is interest free until December 31, 2022. If the Company has repaid at least $30,000 of the loan balance by December 31, 2022, the remaining $10,000 balance is forgiven. If $30,000 of the loan is not repaid by December 31, 2022, an interest rate of 5% per annum is charged on the remaining balance with interest payable on the last day of each month and the outstanding loan balance payable in full by December 31, 2025. The $40,000 of loan proceeds were initially recorded at fair value of $18,713 using an effective rate of 25% to determine the fair value of the interest-free period. The difference between the amount received in cash and the related fair value was recognized as a government grant on the statements of loss and comprehensive loss.
On February 2, 2021, the Company obtained additional $20,000 of loan proceeds as part of the expansion of the CEBA program. The terms of the CEBA program were amended such that if the Company has repaid at least $40,000 of the loan balance by December 31, 2022, the remaining $20,000 balance is forgiven. The additional $20,000 loan proceeds were initially recorded at fair value of $6,530 using an effective rate of 25% to determine the fair value of the interest-free period. The difference between the amount received in cash and the related fair value was recognized as a government grant on the statements of loss and comprehensive loss.
The summary of the residual value of the loan is as follows:
| Balance - January 1, 2020 Loan received Fair value adjustment attributed to government grant Payments Interest accretion Balance - December 31, 2020 Balance - January 1, 2021 Loan received Fair value adjustment attributed to government grant Payments Interest accretion Balance - March 31, 2021 |
$ - 40,000 (21,287) - 538 |
|---|---|
| $ 19,251 | |
| $ 19,251 20,000 (13,470) - 1,462 |
|
| $ 27,243 |
As at March 31, 2021, the loan payable has a face value of $60,000 (December 31, 2020 - $40,000).
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Plato Gold Corp.
Notes to the Condensed Interim Consolidated Financial Statements For the Three Months Ended March 31, 2021 and 2020 Unaudited - See Notice to Reader Stated in Canadian Dollars
9. Share Capital
a) Authorized:
Unlimited common shares Unlimited preferred shares
b) Common Shares Issued and Outstanding
| Balance - January 1, 2020 Issued for: Option agreement payment (note 6 (b)) (i) Private placements completed on June 17, 2020 (ii) Private placements completed on December 30, 2020 (iii) Share issuance costs Balance - December 31, 2020 Balance - January 1, 2021 Issued for: Option agreement payment (note 6 (b)) (iv) Balance - March 31, 2021 |
Number Amount |
|---|---|
| 204,449,727 $ 9,154,956 300,000 9,000 3,069,990 153,500 1,100,000 29,265 - (7,090) |
|
| 208,919,717 $ 9,339,631 |
|
| 208,919,717 $ 9,339,631 450,000 15,750 |
|
| 209,369,717 $ 9,355,381 |
During the year ended December 31, 2020, the following transactions occurred:
(i) On January 28, 2020, the Company issued 300,000 shares pursuant to an Option Agreement. The common share issuance was valued at $9,000 based on the Company's common share close price of $0.035 on the date of issuance. See note 6 (b) for more information regarding the Option Agreement and share issuance.
(ii) On June 17, 2020, the Company completed a non-brokered private placement of 3,069,990 common shares at a price of $0.05 each for total gross proceeds of $153,500. The Company incurred share issuance costs of $4,138 with regards to the private placement. Management participated in the private placement and contributed $79,000 to the Company in exchange for 1,580,000 common shares.
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Plato Gold Corp. Notes to the Condensed Interim Consolidated Financial Statements For the Three Months Ended March 31, 2021 and 2020 Unaudited - See Notice to Reader Stated in Canadian Dollars
9. Share Capital (continued)
(iii) On December 30, 2020, the Company completed a non-brokered private placement of 1,100,000 units at a price of $0.05 each for total gross proceeds of $55,000. Each unit consists of one (1) common share and one (1) common share purchase warrant. Each warrant entitles the holder to purchase one (1) common share at a price of $0.10 per common share for a period of 36 months. The Company allocated $29,265 of the proceeds to common shares and $25,735 of the proceeds to warrants. The Company incurred share issuance costs of $2,952 with regards to the private placement. Management participated in the private placement and contributed $15,000 to the Company in exchange for 300,000 units.
During the three months ended March 31, 2021, the following transactions occurred:
(iv) On January 20, 2021, the Company issued 450,000 shares pursuant to an Option Agreement. The common share issuance was valued at $15,750 based on the Company's common share close price of $0.03 on the date of issuance. See note 6 (b) for more information regarding the Option Agreement and share issuance.
10. Warrants
a) A summary of the status of the Company's warrants is as follows:
| Balance - January 1, 2020 Reclassification on expiry of warrants Issued - December 30, 2020 Balance - December 31, 2020 and March 31, 2021 |
Weighted Average Number Amount Exercise Price |
|---|---|
| 5,725,000 $ 154,984 $ 0.10 (5,725,000) (154,984) 0.10 1,100,000 25,735 0.10 |
|
| 1,100,000 $ 25,735 $ 0.10 |
During the year ended December 31, 2020, 5,725,000 warrants expired unexercised and were reclassified to contributed surplus.
On December 30, 2020, the Company completed a non-brokered private placement of 1,100,000 units at a price of $0.05 each for total gross proceeds of $55,000. Each unit consists of one (1) common share and one (1) common share purchase warrant. Each warrant entitles the holder to purchase one (1) common share at a price of $0.10 per common share for a period of 36 months. The Company allocated $29,265 of the proceeds to common shares and $25,735 of the proceeds to warrants.
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Plato Gold Corp. Notes to the Condensed Interim Consolidated Financial Statements For the Three Months Ended March 31, 2021 and 2020 Unaudited - See Notice to Reader Stated in Canadian Dollars
10. Warrant (continued)
The fair value of the Warrants was estimated at the grant date based on the Black-Scholes pricing model, using the following assumptions:
Expected dividend yield Nil Risk-free interest rate 0.29% Expected life 3 years Expected volatility 210% Unit price $0.05
During the three months ended March 31, 2021, the Company did not issue any warrants.
b) Finders Warrant
Pursuant to the Finder Agreement, on March 16, 2018 the Corporation granted Finders Warrants equal to 7% of the of the units issued under the offering.
Each Finders warrant will entitle the holder to purchase one Unit, at an exercise price equal to $0.10 per Warrant Unit for a period of 24 months from the closing date. The Warrants underlying the Units issuable upon exercise of the Finders Warrant will be void and of no value at the Expiry Time.
A summary of changes to Finders Warrant is as follows:
| Balance - January 1, 2020 Expired Balance - December 31, 2020 and March 31, 2021 |
Weighted Average Number Amount Exercise Price |
|---|---|
| 154,000 $ 6,696 $ 0.10 (154,000) (6,696) 0.10 |
|
| - $ - $ - |
During the year ended December 31, 2020, 154,000 Finders Warrants expired unexercised.
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Plato Gold Corp. Notes to the Condensed Interim Consolidated Financial Statements For the Three Months Ended March 31, 2021 and 2020 Unaudited - See Notice to Reader Stated in Canadian Dollars
11. Share-Based Compensation
- a) Stock Option Plan
The Board of Directors has adopted a stock option plan for the Company (the “Plan”). Pursuant to the Plan, the Board of Directors may, from time to time at its discretion, allocate nontransferable options to purchase shares to directors, officers, employees and consultants of the Company.
Under the Plan, the aggregate number of shares to be issued upon the exercise of options granted thereunder may not exceed 10% of the number of issued and outstanding shares at the time of granting the options. Options shall expire no later than ten years after the date of grant.
The exercise price of options granted pursuant to the Plan shall be established based on the average closing price of the shares for the five days prior to the date of grant or such other method of pricing as may be acceptable to the stock exchange on which the shares are listed. The options shall vest and may be exercised as determined by a resolution of the Board of Directors.
- b) A summary of changes to stock options is as follows:
| Balance - January 1, 2020 Expired Balance - December 31, 2020 Expired Balance - March 31, 2021 |
Weighted Average Number Exercise Price |
|---|---|
| 15,580,000 $ 0.10 (1,550,000) - |
|
| 14,030,000 $ 0.10 |
|
| (2,150,000) - |
|
| 11,880,000 $ 0.10 |
All outstanding options have fully vested and are exercisable.
During the year ended December 31, 2020, 1,550,000 options belonging to the Company's directors, officers and consultants expired unexercised.
During the three months ended March 31, 2021, 2,150,000 options belongs to the Company's directors, officers and consultants expired unexercised.
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Notes to the Condensed Interim Consolidated Financial Statements For the Three Months Ended March 31, 2021 and 2020 Unaudited - See Notice to Reader Stated in Canadian Dollars
Plato Gold Corp.
11. Share-Based Compensation (continued)
- c) As at March 31, 2021, the following options were outstanding and exercisable:
| Exercise Price | Number of Options Unvested Vested Expiry Date |
|---|---|
| $ 0.100 $ 0.100 |
- 6,630,000 October 29, 2028 - 5,250,000 April 23, 2029 - 11,880,000 |
12. Related Party Transactions
During the three months ended March 31, 2021, the Company:
-
a) Incurred rent of $600 (2020 - $600) with a related company. The Company and the related company have an officer in common. This officer is also a director and shareholder of both companies. As at March 31, 2021, accounts payable and accrued liabilities included $14,400 (December 31, 2020 - $13,800) related to rent payable.
-
b) Incurred consulting fees of $25 (2020 - $25) with the Company’s CFO. As at March 31, 2021, accounts payable and accrued liabilities included $151,058 (December 31, 2020 - $165,024) of consulting fees payable to the CFO.
-
c) As at March 31, 2021, accounts payable and accrued liabilities included $14,750 (December 31, 2020 - $14,750) of consulting fees payable to the former Corporate Secretary.
-
d) Incurred consulting fees of $25 (2020 - $25) with the Company’s current Corporate Secretary. As at March 31, 2021, accounts payable and accrued liabilities included $25 (December 31, 2020 - $Nil) of consulting fees payable to the current Corporate Secretary.
-
e) Incurred salaries of $25 (2020 - $25) with the Company’s CEO. As at March 31, 2021, accounts payable and accrued liabilities included $25 (December 31, 2020 - $Nil) of salaries payable to the Company’s CEO.
-
f) Incurred directors fees of $125 (2020 - $125). As at March 31, 2021, accounts payable and accrued liabilities included $43,575 (December 31, 2020 - $43,450) of directors' fees payable.
-
g) Other related party transaction information is disclosed in notes 7 and 9.
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Plato Gold Corp. Notes to the Condensed Interim Consolidated Financial Statements For the Three Months Ended March 31, 2021 and 2020 Unaudited - See Notice to Reader Stated in Canadian Dollars
13. Financial Instruments
a) Liquidity Risk
Liquidity risk refers to the risk that the Company will not be able to meet its financial obligations when they become due. The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities as they become due. As at March 31, 2021, the Company had current assets of $59,596 (December 31, 2020 - $86,573) to settle current liabilities of $658,030 (December 31, 2020 - $629,697). All of the Company’s financial liabilities have contractual maturities of less than 30 days and are subject to normal trade terms.
The Company has no income and relies on equity financing to support its exploration program. Additional financing is required to fund the related operating expenses required to manage the Company through fiscal 2021. Management prepares budgets and ensures funds are available prior to commencement of any exploration program. During the three months ended March 31, 2021, the Company received the majority of its financing from sale of portfolio investments and from loan proceeds. During the year ended December 31, 2020, the Company received the majority of its financing from private placements.
b) Credit Risk
Credit risk is the risk of loss associated with a counterparty’s inability to fulfil its payment obligations. The Company’s credit risk relates to cash and other receivables. Cash is held with a reputable financial institution and is closely monitored by management. Other receivables includes HST receivable of $15,203 (December 31, 2020 - $22,321) and other amounts receivable of Nil (December 31, 2020 - $7,219).
c) Market Risk
Market risk is the risk of loss that may arise from changes in market factors such as foreign exchange rates and equity prices.
(i) Foreign Exchange Risk
The Company is exposed to financial risk related to foreign exchange rates. The Company operates in Canada and Argentina. A significant change in the currency exchange rates between the Canadian dollar and Argentinean peso could have an effect on the Company's results of operations.
At March 31, 2021, the Company is exposed to currency risk through Argentinean cash expressed in Canadian dollars of $105 (December 31, 2020 - $123). A 10% depreciation or appreciation of the Canadian dollar against the Argentinean peso would result in an increase/decrease of approximately $10 (December 31, 2020 - $12) the Company's consolidated statement of comprehensive loss.
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Plato Gold Corp. Notes to the Condensed Interim Consolidated Financial Statements For the Three Months Ended March 31, 2021 and 2020 Unaudited - See Notice to Reader Stated in Canadian Dollars
13. Financial Instruments (continued)
c) Market Risk (continued)
(ii) Equity Price Risk
The Company is exposed to price risk with respect to equity prices. Equity price risk is defined as the potential adverse impact on the Company's earnings due to movements in individual equity prices or general movements in the level of the stock market. The Company's portfolio investments are subject to fair value fluctuations arising from changes in the equity market. As at March 31, 2021, should the equity prices of the Company’s holdings increase or decrease by 5%, the impact on net loss would be approximately $3,685 (December 31, 2020 - $4,801).
14. Capital Disclosures
The Company’s objective when managing capital is to raise sufficient funds to execute its exploration plan. As at March 31, 2021, the Company’s capital consists of shareholders' equity in the amount of $1,226,587 (December 31, 2020- $1,260,506) and long-term loan payable of $27,243 (December 31, 2020 - $19,251).
The properties in which the Company currently has an interest are in the exploration stage; as such, the Company is dependent on external financing to fund its activities. In order to carry out the planned exploration and pay for administrative costs, the Company will spend its existing working capital and raise additional amounts as needed.
The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company’s management to sustain future development of the business. The Company does not have any externally imposed capital requirements. There were no changes in the Company’s approach to capital management during the three months ended March 31, 2021.
15. Subsequent Event
On April 22, 2021, the Company granted and issued an aggregate of 5,100,000 stock options to the Company's officers, directors and consultants. The stock options were granted in accordance with the Company's stock option plan and are exercisable for a period of ten (10) years from the date of issuance at an exercise price of $0.05 per share. The stock options vested immediately upon issuance.
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