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Sama Resources Inc. Interim / Quarterly Report 2021

Aug 26, 2021

45946_rns_2021-08-26_c91975da-9913-484f-b880-e3ec77dcc5e0.pdf

Interim / Quarterly Report

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Sama Resources Inc.

Interim Condensed Consolidated Financial Statements For the three-month and six-month periods ended June 30, 2021 and 2020 (in Canadian dollars)

Sama Resources Inc.

__________

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

__________ __________
NOTICE TO READER 3
INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Consolidated statements of financial position 4
Consolidated statements of loss of comprehensive loss 5
Consolidated statements of changes in shareholder’s equity 6
Consolidated statements of cash flows 7
Notes to consolidated financial statements 8 – 20

Notice to Reader

The accompanying unaudited interim condensed consolidated financial statements of Sama Resources Inc. (the "Company") for the three-month and six-month periods ended on June 30, 2021 and 2020 have been prepared by the management and are its responsibility. These unaudited interim condensed consolidated financial statements, together with the accompanying notes, have been reviewed and approved by the members of the Company's Board of Directors. These unaudited interim condensed consolidated financial statements have not been reviewed by the Company's auditors.

3

Sama Resources Inc.

Interim Condensed Consolidated Statements of Financial Position As at June 30, 2021 and December 31, 2020

(Unaudited - in Canadian dollars)

Notes June 30,
2021
$
December 31,
2020
$
Assets
Current assets
Cash and cash equivalents
Trade and other amounts receivable
Sales taxes receivable
Due from related companies
Prepaid expenses and deposits
Bridge loan
Non-current assets
Deposit on exploration and evaluation assets
Property, plant and equipment
4
Warrants
Investment in associate
5
Exploration and evaluation assets
6
Total assets
Liabilities
Current liabilities
Accounts payable and accrued liabilities
Non-current liabilities
Loan payable
Payment received as part of the earn-in and joint venture agreement
10
Deferred tax liability
Shareholders’ equity
Share capital
7
Contributed surplus
8
Deficit
Total equity
Total liabilities and equity
3,224,473
2,117,842
14,419
5,209
34,355
14,492
-
4,055
89,219
74,444
793,396
758,685
4,155,862
2,974,727
52,125
75,202
1,037,360
1,206,526
35,026
47,278
8,320,006
8,589,468
33,588,822
32,516,537
43,033,339
42,435,011
47,189,201
45,409,738
704,653
860,561
49,205
33,339
2,173,195
-
3,163,652
3,163,652
6,090,705
4,057,552
49,475,981
49,179,596
6,032,975
5,944,000
(14,410,460)
(13,771,410)
41 098,496
41,352,186
47,189,201
45,409,738
Nature of operations and going concern
1
On behalf of the Board of Directors,

Signed: “Benoit La Salle” Director Signed: “Marc-Antoine Audet” Director

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

4

Sama Resources Inc.

Interim Condensed Consolidated Statements of Loss and Comprehensive Loss For the three-month and six-month periods ended June 30, 2021 and 2020 (Unaudited - in Canadian dollars)

Notes Three-monthperiods ended
June 30,
2021
$
June 30,
2020
$
Six-monthperiods ended
June 30,
2021
$
June 30,
2020
$
Operating expenses
Consulting fees
Professional fees
Travel and representation
General and other expenses
Salaries and benefits
Transfer agent and filing fees
Shareholder’s information fees
Depreciation
4
Stock-based compensation
8
Operating loss
Other income (expenses)
Impairment
Share of loss of associate
5
Loss on dilution of associate
5
Loss on derivative financial instrument
Gain on fair value of a convertible debenture
Gain (loss) on fair value of warrants
Interest income
Accretion of interest on loan payable
Government grant
Foreign exchange gain
Management fees
Net loss and comprehensive loss
Basic and diluted net loss per common
share
Weighted average number of common
shares outstanding
56,325
85,304
87,091
93,038
5,686
(1,080)
24,683
52,950
41,779
41,750
4,222
8,625
3,036
6,216
5,698
6,038
53,191
85,887
95,725
191,504
156,200
162,695
19,862
48,934
71,433
110,108
67,789
79,591
11,354
14,334
3,036
10,606
12,071
12,104
101,073
202,007
(281,711)
(378,728)
-
-
(83,659)
(116,160)
(5,136)
-
-
-
-
169,227
(27,181)
34,511
18,089
20,163
(1,703)
-
-
-
(20,265)
(17,072)
155,564
-
(538,543)
(831,883)
-
(9,115,865)
(250,217)
(277,088)
(19,245)
(656,774)
-
(160,000)
-
254,992
(12,252)
81,068
36,178
84,070
(3,283)
-
7,417
-
(14,669)
(6,438)
155,564
-
35,709
90,669
(100,507)
(9,796,035)
(246,002)
(288,059)
(639,050)
(10,627,918)
(0.001)
(0.001)
(0.003)
(0.049)
216,554,891
216,466,410
216,520,563
216,466,410

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

5

Sama Resources Inc.

Interim Condensed Consolidated Statements of Changes in Shareholders’ Equity

For the six-month periods ended June 30, 2021 and 2020

(Unaudited - in Canadian dollars)

Notes
Share
capital
numbers
Share
capital
$
Contributed
surplus
$
Deficit
$
Total
$
Balance – January 1st, 2020
Exercise of stock options
7, 8
Stock-based compensation
8
Net loss and comprehensive loss
Balance – June 30, 2020
Balance – January 1st, 2021
Exercise of stock options
7, 8
Exercise of warrants
7
Stock-based compensation
8
Net loss and comprehensive loss
Balance – June 30, 2021
216,341,410
49,159,413
5,553,417
(2,285,933)
52,426,897

125,000
20,183
(9,558)
-
10,625

-
-
253,611
-
253,611
-
-
-
(10,627,918)
(10,627,918)
216,466,410
49,179,596
5,797,470
(12,913,851)
42,063,215
216,466,410
49,179,596
5,944,000
(13,771,410)
41,352,186

400,000
88,784
(28,784)
-
60,000

1,351,530
207,601
(4,871)
-
202,730

-
-
122,630
-
122,630
-
-
-
(639,050)
(639,050)
218,217,940
49,475,981
6,032,975
(14,410,460)
41,098,496

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

6

Sama Resources Inc.

Interim Condensed Consolidated Statements of Cash Flows For the three-month and six-month periods ended June 30, 2021 and 2020

(Unaudited - in Canadian dollars)

Notes Three-monthperiods ended
June 30,
2021
$
June 30,
2020
$
Six-monthperiods ended
June 30,
2021
$
June 30,
2020
$
Cash flows from (used for)
Operating activities
Net loss for the period
Items not affecting cash
Depreciation
4
Stock-based compensation
8
Accretion of interest on loan payable
Government grant
Interest revenue on bridge loan and convertible
debenture
Loss on derivative financial instrument
Gain on fair value of a convertible debenture
Gain (loss) on fair value of warrants
Share of loss of associate
5
Loss on dilution of associate
5
Impairment
Change in non-cash working capital items
Trade and other amounts receivable
Sales taxes receivable
Due from a related company
Prepaid expenses and deposits
Accounts payable and accrued liabilities
Investing activities
Acquisition of property, plant and equipment
4
Investment in associate
5
Exploration and evaluation expenditures
6
Financing activities
Exercise of warrants
7
Exercise of stock options
7, 8
Loan payable
Payment received as part of the earn-in and joint venture
agreement
10
Increase (decrease) in cash during the period
Cash and cash equivalents – Beginning of period
Cash and cash equivalents – End of period
(246,002)
(288,059)
5,698
6,038
53,191
85,887
1,703
-
-
-
(17,452)
(16,980)
-
-
-
(169,227)
27,181
(34,511)
83,659
116,160
5,136
-
-
-
(639,050)
(10,627,918)
12,071
12,104
101,073
202,007
3,283
-
(7,417)
-
(34,711)
(34,765)
-
160,000
-
(254,992)
12,252
(81,068)
250,217
277,088
19,245
656,774
-
9,115,865
(86,886)
(300,692)
(3,695)
2,623
(13,333)
114,217
3,831
6,708
3,135
28,804
(238,534)
(38,842)
(283,037)
(574,905)
(9,210)
94,906
(19,863)
31,366
4,055
4,605
(14,775)
3,378
(146,483)
(112,135)
(248,596)
113,510
(186,276)
22,120
(335,482)
(187,182)
(469,313)
(552,785)
(6,301)
-
-
-
(525,725)
(714,713)
(6,301)
(50,042)
-
(125,000)
(873,680)
(1,544,012)
(532,026)
(714,713)
(879,981)
(1,719,054)
195,230
-
60,000
-
-
-
1,577,436
-
202,730
-
60,000
10,625
20,000
-
2,173,195
-
1,832,666
-
2,455,925
10,625
965,158
(901,895)
2,259,315
3,844,609
1,106,631
(2,261,214)
2,117,842
5,203,928
3,224,473
2,942,714
3,224,473
2,942,714

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

7

Sama Resources Inc. Notes to Interim Condensed Consolidated Financial Statements June 30, 2021 and 2020 and December 31, 2020 (Unaudited - in Canadian dollars)

1 Nature of operations and going concern

Sama Resources Inc. (“Sama” or the “Company”) is a Canadian-based mineral exploration and development business with activities in West Africa. The Company was incorporated on July 11, 2006 under the Business Corporations Act (British Columbia). On May 13, 2013, the Company continued its jurisdiction of incorporation from British Columbia into the federal jurisdiction of Canada under the Canada Business Corporations Act. The Company’s head office is located at #132 – 1320 Graham Blvd., Mont-Royal, Quebec, Canada, H3P 3C8. The Company’s common shares are listed on the TSX Venture Exchange (the “TSX-V”) under the trading symbol “SME.V”. Based on the information available to date, the Company has not yet determined whether its mineral properties contain economically recoverable reserves. The recoverability of the amounts shown for exploration and evaluation assets is dependent upon the discovery of economically recoverable reserves, the ability of the Company to obtain necessary financing to successfully complete exploration and development programs and, ultimately, upon future profitable production.

These interim condensed consolidated financial statements were authorized for publication by the Board of Directors on August 26, 2021.

The Company’s exploration and evaluation assets are located in the Republic of Ivory Coast (“Ivory Coast”) and Liberia in West Africa, and hence are subject to the risks normally associated with foreign investment including unanticipated changes in taxes and royalties, renegotiation of contracts, foreign currency fluctuations and political uncertainties.

Going concern uncertainty

These interim condensed consolidated financial statements have been prepared on a going concern basis, which presumes the Company will continue its operations for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the ordinary course of business for the foreseeable future. The use of these principles may not be appropriate. The Company is in its early stages, and as is common with similar companies, it raises financing for its exploration and evaluation activities. As at June 30, 2021, the Company has an accumulated deficit $14,410,460 (December 31, 2020 – $13,771,410) and a working capital of $3,451,209 (December 31, 2020 – $2,114,166), including cash and cash equivalents of $3,224,473 (December 31, 2020 – $2,117,842). To date, the Company has financed its cash requirements primarily by issuing common shares or units. The Company’s ability to continue as a going concern is subject to its ability to raise additional financing or reduce its expenditure levels. The Company’s discretionary activities do have some scope for flexibility in terms of the amount and timing of expenditures, and to a certain extent, expenditures may be adjusted accordingly.

In assessing whether the going concern assumption is appropriate, management takes into account all available information about the future, which is at least, but not limited to, 12 months from the end of the reporting period. Management has assessed its liquidity needs and estimates that these funds will not be sufficient to meet the Company’s obligations, budgeted expenditures and commitments through June 30, 2022. Based on the extent of the Company’s current stage and anticipated plan, the Company will need to raise additional financing within the next 9-12 month, and those facts cast significant doubt on the Company’s ability to continue as a going concern. While Management has been successful in securing financing in the past, there can be no assurance it will be able to do so in the future, that such sources of funding will be available to the Company or that they will be available on terms acceptable to the Company.

Sama Resources Inc. Notes to Interim Condensed Consolidated Financial Statements June 30, 2021 and 2020 and December 31, 2020

(Unaudited - in Canadian dollars)

If management is unable to obtain new funding, the Company may be unable to continue its operations, and amounts realized for assets might be less than amounts reflected in these consolidated financial statements.

These interim condensed consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary if the Company is unable to continue as a going concern. Such adjustments could be material.

2 Basis of presentation and significant accounting policies

Basis of presentation

The Company’s interim condensed consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) applicable to the preparation of interim statements, including IAS 34, Interim Financial Reporting, as issued by the International Accounting Standards Board ("IASB").

The accounting policies followed in these interim condensed consolidated financial statements are consistent with those applied in the Company’s annual consolidated financial statements for the year ended December 31, 2020. These interim condensed consolidated financial statements should be read in conjunction with the Company’s annual consolidated financial statements for the year ended December 31, 2020 which have been prepared according to IFRS as issued by the IASB.

Basis of consolidation

In addition to the Company, the interim condensed consolidated financial statements include all subsidiaries. Subsidiaries are all corporations over which the Company is able, directly or indirectly, to control financial and operating policies, which is the authority usually connected with holding majority voting rights. Subsidiaries are fully consolidated from the date on which control is acquired by the Company. Inter-company transactions and balances are eliminated upon consolidation. They are deconsolidated from the date that control by the Company ceases. Any retained interest is measured to its fair value with the change in carrying amount recognized in income or loss. The fair value becomes the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate or joint venture.

The Company’s subsidiaries, all of which are wholly-owned, are as follows:

Jurisdiction of
incorporation
Sama Nickel Corporation (“Sama Nickel”) Canada
Sama Resources Quebec Inc. (“SRQ”)(a) Canada
Sama Nickel Côte d’Ivoire SARL (“Sama CI”) Ivory Coast
Société Minière du Tonkpi SARL (“SMT”) Ivory Coast
Sama Resources Development Inc. (“SRDI”) Caymans Island
Sama Resources Liberia Inc. (“SRL”) Liberia

(a) Incorporated on June 2, 2021.

Sama Resources Inc. Notes to Interim Condensed Consolidated Financial Statements June 30, 2021 and 2020 and December 31, 2020 (Unaudited - in Canadian dollars)

3 Future accounting policies

Accounting standards and interpretation issued but not yet adopted

Amendment to IAS 1 – Classification of Liabilities as Current or Non-current

In January 2020, the IASB amended IAS 1, Presentation of Financial Statements, to clarify the criterion for classifying a liability as non-current relating to the right to defer settlement of the liability for at least twelve months after the reporting period. The amendments are effective for annual reporting periods beginning on or after January 1, 2022, with earlier application permitted. The Company does not expect any impact in its consolidated financial statements upon adoption of this amendment.

Amendments to IAS 16 – Property, plant and equipment

The IASB has made amendments to IAS 16 Property, plant and equipment, which will be effective for financial years beginning on or after January 1, 2022. Proceeds from selling items before the related item of Property, plant and equipment is available for use should be recognized in profit or loss, together with the costs of producing those items. The Company will therefore need to distinguish between the costs associated with producing and selling items before the item of Property, plant and equipment (pre-production revenue) is available for use and the costs associated with making the item of Property, plant and equipment available for its intended use. For the sale of items that are not part of a company’s ordinary activities, the amendments will require the Company to disclose separately the sales proceeds and related production cost recognized in profit or loss and specify the line items in which such proceeds and costs are included in the statement of loss and comprehensive loss. The Company does not expect any impact in its consolidated financial statements upon adoption of this amendment.

Amendments to IAS 12 – Income Taxes

The IASB amended IAS 12, Income Taxes to specify how a company accounts for income tax, including deferred tax, which represents tax payable or recoverable in the future. In specified circumstances, companies are exempt from recognising deferred tax when they recognise assets or liabilities for the first time. Previously, there had been some uncertainty about whether the exemption applied to transactions such as leases and decommissioning obligations—transactions for which companies recognise both an asset and a liability. The amendments clarify that the exemption does not apply and that companies are required to recognise deferred tax on such transactions. The aim of the amendments is to reduce diversity in the reporting of deferred tax on leases and decommissioning obligations. The amendments are effective for annual reporting periods beginning on or after 1 January 2023, with early application permitted. The Company does not expect any impact in its consolidated financial statements upon adoption of this amendment.

Sama Resources Inc. Notes to Interim Condensed Consolidated Financial Statements June 30, 2021 and 2020 and December 31, 2020

(Unaudited - in Canadian dollars)

4 Property, plant and equipment

Exploration
equipment
$
Buildings and
lease
improvements
$
Other
equipment
$
Total
$
Cost
Balance – January 1st, 2020
Acquisitions
Balance – December 31, 2020
Acquisitions
Balance – June 30, 2021
Accumulated amortization
Balance – January 1st, 2020
Depreciation
Balance – December 31, 2020
Depreciation
Balance – June 30, 2021
Carrying amount
Balance – December 31, 2020
Balance – June 30, 2021
1,804,577
127,426
98,242
2,030,245
497,456
-
-
497,456
2,302,033
127,426
98,242
2,527,701
-
-
6,301
6,301
2,302,033
127,426
104,543
2,534,002
877,231
51,038
52,043
980,312
301,209
17,125
22,529
340,863
1,178,440
68,163
74,572
1,321,175
155,246
8,468
11,753
175,467
1,333,686
76,631
86,325
1,496,642
1,123,593
59,263
23,670
1,206,526
968,347
50,795
18,218
1,037,360

During the six-month period ended June 30, 2021, a depreciation expense of $12,071 (December 31, 2020 – $24,231) was recorded in the interim condensed consolidated statement of loss and comprehensive loss and $163,396 (December 31, 2020 – $316,632) was recorded under exploration and evaluation (“E&E”) assets.

5 Investment in associate

The Company has an investment in associate giving it significant influence over SRG. At December 31, 2020, the Company owned a total of 24,805,377 common shares in SRG representing an ownership of 31.07%.

During the six-month period ended June 30, 2021, SRG issued a total of 409,900 common shares for total proceeds of $186,7242. The Company's ownership in SRG went from 31.07% to 30.92%. Therefore, the Company recorded a loss on dilution of $19,245 on the deemed disposal of a portion of its ownership interest, in the interim condensed consolidated statement of loss and comprehensive loss.

Sama Resources Inc. Notes to Interim Condensed Consolidated Financial Statements June 30, 2021 and 2020 and December 31, 2020

(Unaudited - in Canadian dollars)

The continuity of the Company’s investment in associate is as follows:

June 30,
2021
$
December 31,
2020
$
Balance – beginning of period
Purchase of units
Reclassification from asset held for sale
Convertible debenture conversion
Share of loss and comprehensive loss
Loss on dilution
Impairment
Balance – end of period
8,589,468
12,434,095
-
125,000
-
2,191,200
-
1,416,970
(250,217)
(400,800)
(19,245)
(916,332)
-
(6,260,665)
8,320,006
8,589,468

The fair value of the investment in associate as at June 30, 2021 was $12,402,689 (December 31, 2020 – $14,387,119).

6 Exploration and evaluation assets

Samapleu property

On January 15, 2009 (“Effective Date”), Sama Nickel entered into a Syndicate Agreement (“SA”) with La Société pour le Développement Minier de la Côte d’Ivoire (“SODEMI”), a parastatal organization, whereby Sama Nickel has indicated a particular interest in the exploration of an area covered by Permit No. 123 (“PR123”), held by SODEMI, located in Ivory Coast. PR123 encompasses approximately 446 square kilometres.

Upon execution of the SA, Sama Nickel became responsible to finance exploration work programs on behalf of the SA during the exploration phase of the project through completion of a Bankable Feasibility Study (“BFS”). SODEMI will not contribute to work conducted under the SA.

In March 2018, SODEMI applied for two (2) new exploration permits covering a total area of 318 square kilometers (Samapleu-East and Samapleu-West) to replace the PR123.

On June 19, 2019, the two (2) new exploration permits, Samapleu East (PR838) and Samapleu West (PR839) were granted to SODEMI. Both PRs expire on June 18, 2023, with possible renewal periods totaling up to 12 years. In accordance with both PRs, Sama Nickel agreed to complete an exploration program evaluated at F CFA 2,315,000,000 for PR838 (approximately $5,197,342 as at June 30, 2021) and F CFA 760,000,000 for PR 839 (approximately $1,706,255 as at June 30, 2021) before the term of the exploration permits.

Upon completion of the BFS, the Advisory Committee (“AC”), which consists of two Sama Nickel representatives and two SODEMI representatives, will conclude on the feasibility of the project. If the AC decides to proceed with the project, an Exploitation Entity (“EE”) will be established whereby future funding will be split between Sama Nickel and SODEMI at 66.7% and 33.3%, respectively. The EE will reimburse SODEMI for all costs associated with previous exploration work conducted until January 15, 2009 up to a

Sama Resources Inc. Notes to Interim Condensed Consolidated Financial Statements June 30, 2021 and 2020 and December 31, 2020 (Unaudited - in Canadian dollars)

maximum of F CFA 834,999,457 (approximately $1,874,634 as at June 30, 2021) and will reimburse Sama Nickel for costs associated with exploration work conducted between the Effective Date and the approval of the BFS subject to the approval of the AC which represents a total amount of $23,573,859 as at June 30, 2021.

On September 20, 2019, Sama Nickel and SODEMI signed an amendment to the SA under which the parties confirm the immediate and direct interest of Sama Nickel and SODEMI at 66.7% and 33.3% respectively in the two (2) new exploration permits and this notwithstanding any future request for an exploitation permit. The ownership of the EE shall be allocated as follows:

The ownership of the EE shall be allocated as follows:

Sama Nickel
SODEMI
Ivory Coast Government
60%
30%
10%
100%

The Samapleu Property is subject to a 1% net smelter return royalty.

Zérégouiné property

Sama CI owns the exploration permit No. 300 (“PR300”) which covers 290 square kilometers of property in Ivory Coast and expires on December 18, 2021. In accordance with PR300. In accordance with PR300, Sama CI agreed to complete an exploration program evaluated at F CFA 2,293,000,000 ($5,147,950 as at June 30, 2021) before the term of the exploration permit.

The Zérégouiné Property is 100% owned by Sama CI and is adjacent to the Samapleu Property.

Grata property

Sama CI owns the exploration permit No. 604 (“PR604”) which covers 80 square kilometers of property in Ivory Coast and expires on December 8, 2022. In accordance with PR604, Sama CI agreed to complete an exploration program evaluated at F CFA 1,018,000,000 ($2,285,483 as at June 30, 2021) before the term of the exploration permit.

The Grata Property is 100% owned by Sama CI and is located adjacent to the north-eastern boundary of the Samapleu Property.

Zoupleu property

SMT owns the exploration permit No. 837 (“PR837”) which covers 135 square kilometers of property in Ivory Coast and expires on June 18, 2023. In accordance with PR837, SMT agreed to complete an exploration program evaluated at F CFA 1,120,000,000 (approximately $2,514,481 as at June 30, 2021) before the term of the exploration permit.

The Zoupleu Property is 100% owned by SMT and is located contiguous to the Samapleu Property.

Sama Resources Inc. Notes to Interim Condensed Consolidated Financial Statements June 30, 2021 and 2020 and December 31, 2020 (Unaudited - in Canadian dollars)

Nuon River property

SRL owns the exploration license MEL9001721 which covers 273.59 square kilometers of property in the county of Grand Gedeh, Liberia and expires on January 19, 2024. The Nuon River Property is 100% owned by SRL.

St-John River gold property

SRL owns the exploration license MEL9001821 which covers 174.50 square kilometers of property in the county of Grand Gedeh, Liberia and expires on January 19, 2024. The St-John River gold Property is 100% owned by SRL.

Zwedru South property

SRL owns the exploration license MEL9001921 which covers 129.65 square kilometers of property in the county of Bong, Liberia and expires on January 19, 2024. The Zwedru South Property is 100% owned by SRL.

Lac Brulé property

SRQ staked 371 exploration claims in the Nivernais and Esgriseilles Townships in the province of Quebec, Canada for a total consideration of $41,004. The Lac Brulé Property is 100% owned by SRQ.

The following table shows the E&E expenditures by property.

December 31,
2019
$
Activity
$
December 31,
2020
$
Activity
$
June 30,
2021
$
Samapleu property
Acquisition costs and option payments
Drilling
Camp operation costs and other expenses
Geology and prospecting
Geophysics
Engineering study
Geochemistry
Metallurgical tests
Environmental study
Stock-based compensation
4,432,484
-
4,432,484
-
4,432,484
5,575,355
179,147
5,754,502
82,002
5,836,504
5,455,258
675,452
6,130,710
173,794
6,304,504
2,639,651
114,602
2,754,253
48,800
2,803,053
1,608,688
275,978
1,884,666
34,853
1,919,519
946,018
171,431
1,117,449
-
1,117,449
543,457
91,849
635,306
12,566
647,872
244,589
-
244,589
-
244,589
129,101
5,877
134,978
-
134,978
75,149
47,890
123,039
9,868
132,907
21,649,750
1,562,226
23,211,976
361,883
23,573,859

Sama Resources Inc.

Notes to Interim Condensed Consolidated Financial Statements June 30, 2021 and 2020 and December 31, 2020

(Unaudited - in Canadian dollars)

December 31,
2019
$
Activity
$
December 31,
2020
$
Activity
$
June 30,
2021
$
Zérégouiné property
Camp operation costs and other expenses
Drilling
Geology and prospecting
Geophysics
Geochemistry
Metallurgical tests
Environmental study
Stock-based compensation
Grata property
Camp operation costs and other expenses
Geology and prospecting
Geophysics
Geochemistry
Drilling
Environmental study
Stock-based compensation
Zoupleu property
Geology and prospecting
Nuon River property
Camp operation costs and other expenses
Geology and prospecting
St-John River gold property
Camp operation costs and other expenses
Geology and prospecting
Zwedru South property
Camp operation costs and other expenses
Geology and prospecting
Lac Brulé property
Property acquisition costs
Claim maintenance
Metallurgical tests
Total E&E assets
2,669,583
499,010
3,168,593
235,904
3,404,497
2,017,200
134,285
2,151,485
208,785
2,360,270
1,572,159
71,025
1,643,184
48,800
1,691,984
748,453
273,552
1,022,005
19,948
1,041,953
40,556
4,910
45,466
5,373
50,839
3,576
-
3,576
-
3,576
1,430
-
1,430
-
1,430
242,846
32,678
275,524
10,775
286,299
7,295,803
1,015,460
8,311,263
529,585
8,840,848
483,509
(3,541)
479,968
-
479,968
108,721
-
108,721
23,253
131,974
329,315
-
329,315
(4,162)
325,153
2,744
-
2,744
353
3,097
46,792
-
46,792
26,230
73,022
1,590
-
1,590
-
1,590
22,327
-
22,327
914
23,241
994,998
(3,541)
991,457
46,588
1,038,045
929
912
1,841
913
2,754
929
912
1,841
913
2,754
-
-
-
29,304
29,304
-
-
-
1,271
1,271
-
-
-
30,575
30,575
-
-
-
31,245
31,245
-
-
-
1,270
1,270
-
-
-
32,515
32,515
-
-
-
22,998
22,998
-
-
-
2,870
2,870
-
-
-
25,868
25,868
-
-
-
41,004
41,004
-
-
-
847
847
-
-
-
2,507
2,507
-
-
-
44,358
44,358
29,941,480
2,575,057
32,516,537
1,072,285
33,588,822

Sama Resources Inc. Notes to Interim Condensed Consolidated Financial Statements June 30, 2021 and 2020 and December 31, 2020

(Unaudited - in Canadian dollars)

7 Share capital

Authorized

Unlimited number of voting common shares without par value.

Transactions on share capital

2020

During the first quarter ended March 31, 2020, a total of 125,000 stock options were exercised at a price of $0.085 per share for total proceeds of $10,625.

2021

During the first quarter ended March 31, 2021, a total of 50,000 warrants were exercised at a price of $0.15 per share for total proceeds of $7,500.

During the second quarter ended June 30, 2021, a total of 1,301,530 warrants and 400,000 stock options were exercised at a price of $0.15 per share for total proceeds of $255,230.

Warrants

The following table shows the changes in warrants:

Six-month
period ended
June 30,
2021
Year ended
December 31,
2020
Number of
warrants
Weighted
average
exercise
price
$
Number of
warrants
Weighted
average
exercise
price
$
Outstanding – Beginning of period
Exercised
Expired
Outstanding and exercisable – End of period
8,150,500
0.15
13,747,406
0.19
(1,351,530)
0.15
(5,596,906)
0.25
(1,540,250)
0.15
-
-
5,258,720
0.15
8,150,500
0.15

Sama Resources Inc. Notes to Interim Condensed Consolidated Financial Statements June 30, 2021 and 2020 and December 31, 2020

(Unaudited - in Canadian dollars)

The number of outstanding warrants that could be exercised for an equal number of common shares is as follows:

Expiration date
Exercise
price
$
Number of
warrants
outstanding
July 29, 2021
0.15
December 9, 2021
0.15
1,433,720
3,825,000
5,258,720

8 Stock options

The Company has a rolling stock option plan (the “Plan”), in which the maximum number of common shares which can be reserved for issuance under the Plan is 10% of the issued and outstanding shares of the Company. The exercise price of each option (“Option”) shall not be less than the closing price of the common shares on the trading day immediately preceding the day on which the Option is granted, less any discount permitted by the TSX-V and, in any event, the exercise price per Option will not be less than $0.05, being the minimum exercise price allowable under TSX-V policy.

The following table shows the changes in stock options:

Six-month
period ended
June 30,
2021
Year ended
December 31,
2020
Number of
stock
options
Weighted
average
exercise
price
$
Number of
stock
options
Weighted
average
exercise
price
$
Outstanding – Beginning of period
Granted
Exercised
Expired
Outstanding – End of period
Exercisable – End of period
19,680,000
265,000
(400,000)
-

0.23
17,920,000
0.24

0.16
1,885,000
0.115

0.15
-
-

-
(125,000)
0.085
19,545,000
0.23
19,680,000
0.23
18,403,750 0.24
17,746,250
0.24

Sama Resources Inc. Notes to Interim Condensed Consolidated Financial Statements June 30, 2021 and 2020 and December 31, 2020

(Unaudited - in Canadian dollars)

The fair value of stock options granted was determined using the Black & Scholes valuation model based on the following weighted average assumptions:

Six-month
period ended Year ended
June 30, December 31,
2021 2020
Weighted average price at the grant date $0.16 $0.115
Weighted average exercise price $0.16 $0.115
Expected dividend - -
Expected average volatility 101% 102%
Risk-free average interest rate 1.39% 0.73%
Expected average life 10 years 10 years
Weighted fair value per share option $0.14 $0.10

An expense for stock-based compensation of $122,630 was recognized during the six-month period ended June 30, 2021 (for the six-month period ended June 30, 2020 – $253,611). An amount of $101,073 (for the sixmonth period ended June 30, 2020 – $202,007) was recognized in the interim consolidated statement of loss and comprehensive loss and $21,557 (for the six-month period ended June 30, 2020 – $51,604) was capitalized to the exploration and evaluation assets.

The number of outstanding stock options that could be exercised for an equal number of common shares is as follows:

Expiry date
Exercise
price
$
Number
outstanding
Number
exercisable
August 31, 2021
0.12
June 6, 2022
0.32
June 21, 2022
0.155
October 14, 2022
0.33
April 21, 2025
0.19
May 27, 2025
0.18
January 17, 2027
0.085
March 31, 2027
0.15
April 27, 2027
0.195
November 28, 2027
0.29
June 12, 2028
0.33
July 29, 2028
0.30
October 31, 2028
0.30
February 20, 2029
0.27
December 19, 2029
0.19
December 14, 2030
0.115
June 17, 2031
0.16
50,000
50,000
1,400,000
1,400,000
200,000
200,000
1,000,000
1,000,000
2,150,000
2,150,000
200,000
200,000
1,775,000
1,900,000
500,000
500,000
100,000
100,000
660,000
660,000
3,655,000
3,655,000
340,000
255,000
60,000
45,000
3,225,000
3,225,000
2,080,000
2,080,000
1,885,000
942,500
265,000
66,250
19,545,000
18,403,750

Sama Resources Inc. Notes to Interim Condensed Consolidated Financial Statements June 30, 2021 and 2020 and December 31, 2020

(Unaudited - in Canadian dollars)

9 Additional cash flow information

The following significant non-cash transactions have been excluded from the statements of cash flows:

Three-monthperiods ended
June 30,
2021
$
June 30,
2020
$
Six-monthperiods ended
June 30,
2021
$
June 30,
2020
$
Depreciation included in E&E assets
Stock-based compensation included in E&E assets
Change in E&E assets included in accounts payable and
accrued liabilities
81,952
81,542
10,762
22,828
150,432
15,234
163,396
151,756
21,557
51,604
(9,425)
81,539

10 Commitments

(a) On March 19, 2021, the Company has signed the earn-in and joint venture agreement, previously announced on October 23, 2017, with Ivanhoe Electric Inc. or “IVNE” (previously HPX Ivory Coast Holdings Inc. or “HPX”) in order to develop its nickel-copper and cobalt project in Ivory Coast, West Africa.

As part of the agreement, IVNE made a strategic investment for a total amount of $12,250,000 through the acquisition of 25,000,000 units at a price of $0.21 per unit for $5,250,000 and by the exercise of 25,000,000 warrants at a price of $0.28 per common share for $7,000,000. In addition, IVNE has the ability to earn, through a joint venture with the Company, up to a 60% interest in the Company's Ivory Coast projects, including the Samapleu project, by financing exploration and evaluation expenses and completing a feasibility study through total investments of $30,000,000. The strategic investment of $12,250,000 is considered to be part of this total investment of $30,000,000.

Highlights of the agreement include the following:

  • IVNE will have a pre-emptive/anti-dilution right to maintain its ownership percentage in the Company in future equity financings as long as the holdings of common shares of the Company by IVNE and its affiliates remains above 10%;

  • IVNE will have the right, but not the obligation, to nominate and have appointed: (i) two directors to the board of the Company as long as its shareholding in the Company remains above 10%; and (ii) four directors if its shareholding is greater than 50%;

  • IVNE would earn into the Ivory Coast project through Sama Nickel as the joint venture vehicle;

  • Pursuant to the terms of the earn-in and joint venture agreement, IVNE shall have the ability to earn a 30% interest in the Ivory Coast project by incurring expenditures of $15,000,000. By incurring additional expenditures of $15,000,000 (or, as may be the case, $10,000,000 in certain circumstances discussed as follows) over a maximum of 6 years, including the financing of a bankable feasibility study and the acquisition of an exploitation permit on part of the Ivory Coast project, IVNE will be entitled to earn an additional interest in the Ivory Coast project, such that its aggregate interest therein shall be 60%;

Sama Resources Inc. Notes to Interim Condensed Consolidated Financial Statements June 30, 2021 and 2020 and December 31, 2020 (Unaudited - in Canadian dollars)

  • If certain conditions related to the SODEMI/SNC joint venture are not met by an outside date (the earn-in adjustment date), then IVNE shall have a period of one month after the earn-in adjustment date to notify the Company in writing as to whether or not it wishes to proceed with the 60% earn-in on the totality of the Ivory Coast project for:

  • i. A reduced additional expenditure of $10,000,000 (instead of $15,000,000) in order to earn its additional 30% interest in all of the Ivory Coast project;

  • ii. Or an additional expenditure of $5,000,000 (instead of $10,000,000) in order to earn its additional 30% interest in the Ivory Coast project excluding the Samapleu project after the Company has transferred the Samapleu project from SNC to the Company or an affiliate.

As of June 30, 2021, the Company received from IVNE an amount of $2,173,195 in cash as part of the earn-in and joint venture agreement thus bringing its cumulative investments to $14,423,195 as follow:

June 30,
2021
$
Private placement
Exercise of warrants
Payment received as part of the earn-in and joint venture agreement
5,250,000
7,000,000
2,173,195
14,423,195

The payments received as part of the earn-in and joint venture agreement are recorded as deferred sales proceeds in anticipation of IVNE reaching the $15,000,000 cumulative threshold which would lead to the formation of a joint venture for the Ivory Coast Project.

(b) On April 30, 2021, the Company signed an agreement with Seahawk Gold Corp. for the acquisition of 100% of the issued and outstanding securities of SRDI which holds 100 % of the issued and outstanding securities of Sama SRL, both subsidiaries of Sama. SRL holds all rights, title and interest in and to the Zwedru South project, St-John River gold project and Nuon project, each of which is located in Liberia, Africa. In consideration for the purchase of SRDI, Seahawk will issue 8.5 million of its common shares to Sama.