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Sama Resources Inc. — Interim / Quarterly Report 2023
May 18, 2023
45946_rns_2023-05-18_3ced5ac2-0ef9-4e12-a7e8-013f91d5ae03.pdf
Interim / Quarterly Report
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Sama Resources Inc.
Interim Condensed Consolidated Financial Statements For the three-month periods ended March 31, 2023 and 2022
(in Canadian dollars)
TSX-V: SME
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 periods ended on March 31, 2023 and 2022 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 March 31, 2023 and December 31, 2022
(Unaudited - in Canadian dollars)
| March 31, | December 31, | |||
|---|---|---|---|---|
| 2023 | 2022 | |||
| Notes | $ | $ | ||
| ASSETS | ||||
| Current assets | ||||
| Cash and cash equivalents | 6,681,450 | 7,397,902 | ||
| Trade and other amounts receivable | 66,955 | 51,643 | ||
| Sales taxes receivable | 298,059 | 336,850 | ||
| Tax credits receivable | 211,902 | 211,902 | ||
| Prepaid expenses and deposits | 238,145 | 256,722 | ||
| 7,496,511 | 8,255,019 | |||
| Non-current assets | ||||
| Property, plant and equipment | 5 | 963,343 | 982,028 | |
| Investments in shares | 6 | 9,411,835 | 10,322,657 | |
| 10,375,178 | 11,304,685 | |||
| TOTAL ASSETS | 17,871,689 | 19,559,704 | ||
| Liabilities | ||||
| Current liabilities | ||||
| Accounts payable and accrued liabilities | 471,384 | 707,883 | ||
| Loanpayable | 40,000 | 40,000 | ||
| TOTAL LIABILITIES | 511,384 | 747,883 | ||
| EQUITY | ||||
| Share capital | 7 | 49,777,864 | 49,777,864 | |
| Contributed surplus | 8 | 6,625,801 | 6,463,594 | |
| Deficit | (34,153,614) | (32,566,515) | ||
| Equity attributable to the parent company | 22,250,051 | 23,674,943 | ||
| Non-controllinginterest | 4 | (4,889,746) | (4,863,122) | |
| TOTAL EQUITY | 17,360,305 | 18,811,821 | ||
| TOTAL LIABILITIES AND EQUITY | 17,871,689 | 19,559,704 | ||
| 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 periods ended on March 31, 2023 and 2022
(Unaudited - in Canadian dollars)
| March 31, | March 31, | ||
|---|---|---|---|
| 2023 | 2022 | ||
| Notes | $ | $ | |
| Operating expenses | |||
| Exploration and evaluation expenses | 9 | 949,330 | 1,212,512 |
| General and administrative expenses | 10 | 540,173 | 402,170 |
| Operating loss | (1,489,503) | (1,614,682) | |
| Other income (expenses) | |||
| Share of loss of associate | - | (135,611) | |
| Gain on dilution of associate | - | 1,051,609 | |
| Change in fair value of investments in shares | 6 | (910,822) | 14,301 |
| Interest income | 53,279 | 18,113 | |
| Accretion of interest on loan payable | - | (1,830) | |
| Foreign exchange loss | (16,677) | (13,055) | |
| (874,220) | 933,527 | ||
| Net loss and comprehensive loss | (2,363,723) |
(681,155) | |
| Net loss attributable to: | |||
| Sama Resources Inc. | (2,112,099) | (303,518) | |
| Non-controllinginterest | (251,624) | (377,637) | |
(2,363,723) |
(681,155) | ||
| Basic and diluted net loss per common share | (0.010) |
(0.001) | |
| Weighted average number of common shares outstanding | 219,768,440 |
219,468,440 |
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 three-month periods ended March 31, 2023 and 2022 (Unaudited - in Canadian dollars)
| Total | ||||||||
|---|---|---|---|---|---|---|---|---|
| Share | attributable | Non- | ||||||
| capital | Share | Contributed | to the parent | controlling | ||||
| numbers | capital | surplus | Deficit | company | interest | Total | ||
| Notes | $ | $ | $ | $ | $ | $ | ||
| Balance – January 1st, 2022 | 219,468,440 | 49,672,237 | 6,077,949 | (40,690,280) | 15,059,906 | (5,741,366) | 9,318,540 | |
| Stock-based compensation | 8 | - | - | 152,075 | - | 152,075 | - | 152,075 |
| Net loss and comprehensive loss | - | - | - | (303,518) | (303,518) | (377,637) | (681,155) | |
| Balance – March 31, 2022 | 219,468,440 | 49,672,237 | 6,230,024 | (40,993,798) | 14,908,463 | (6,119,003) | 8,789,460 | |
| Balance – January 1st, 2023 | 219,768,440 | 49,777,864 | 6,463,594 | (32,566,515) | 23,674,943 | (4,863,122) | 18,811,821 | |
| Contributions received from IVNE | 4 | - | - | - | 525,000 | 525,000 | 225,000 | 750,000 |
| Stock-based compensation | 8 | - | - | 162,207 | - | 162,207 | - | 162,207 |
| Net loss and comprehensive loss | - | - | - | (2,112,099) | (2,112,099) | (251,624) | (2,363,723) | |
| Balance – March 31, 2023 | 219,768,440 | 49,777,864 | 6,625,801 | (34,153,614) | 22,250,051 | (4,889,746) | 17,360,305 |
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 periods ended on March 31, 2023 and 2022
(Unaudited - in Canadian dollars)
| March 31, | March 31, | ||
|---|---|---|---|
| 2023 | 2022 | ||
| Cash flows from(used for) | Notes | $ | $ |
| Operating activities | |||
| Net loss for the period | (2,363,723) | (681,155) | |
| Items not affecting cash | |||
| Depreciation | 5 | 95,681 | 83,069 |
| Stock-based compensation | 8 | 162,207 | 152,075 |
| Accretion of interest on loan payable | - | 1,830 | |
| Interest revenue on bridge loan | - | (17,260) | |
| Change in fair value of investments in shares | 6 | 910,822 | (14,301) |
| Share of loss of associate | - | 135,611 | |
| Gain on dilution of associate | - | (1,051,609) | |
| (1,195,013) | (1,391,740) | ||
| Change in non-cash working capital items | |||
| Trade and other amounts receivable | (15,312) | 1,260 | |
| Sales taxes receivable | 38,791 | 5,955 | |
| Prepaid expenses and deposits | 18,577 | (94,960) | |
| Accountspayables and accrued liabilities | (236,499) | 176,495 | |
| (194,443) | 88,750 | ||
| (1,389,456) | (1,302,990) | ||
| Investing activities | |||
| Acquisition ofproperty, plant and equipment | 5 | (76,996) | (88,996) |
| (76,996) | (88,996) | ||
| Financing activities | |||
| Payments received aspart of the earn-in andjoint venture agreement | 750,000 | 1,000,000 | |
| 750,000 | 1,000,000 | ||
| Net change in cash and cash equivalents | (716,452) | (391,986) | |
| Cash and cash equivalents – Beginning ofperiod | 7,397,902 | 2,152,698 | |
| Cash and cash equivalents – End ofperiod | 6,681,450 | 1,760,712 |
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 March 31, 2023 and 2022 and December 31, 2022
(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 and Canada. The Company was incorporated on July 11, 2006 under the Business Corporations Act of 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 May 18, 2023.
The Company’s main exploration and evaluation assets are located in the Republic of Ivory Coast (“Ivory Coast”) 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 March 31, 2023, the Company has accumulated deficit of $34,153,614 (December 31, 2022 – $32,566,515) and a working capital of $6,985,127 (December 31, 2022 – $7,507,136), including cash and cash equivalents of $6,681,450 (December 31, 2022 – $7,397,902). To date, the Company has financed its cash requirements primarily by issuing common shares or units. The Company’s ability to continue future operations and fund its operations is dependent on management's ability to secure additional financing in the future, which may be completed in a number of ways including, but not limited to, the issuance of equity instruments, expenditure reductions, or a combination of strategic partnerships, joint venture arrangements, royalty financing and other capital market alternatives. 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.
8
Sama Resources Inc. Notes to Interim Condensed Consolidated Financial Statements March 31, 2023 and 2022 and December 31, 2022
(Unaudited - in Canadian dollars)
2 New accounting standards
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 criteria 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 adoption of IAS 1 had no impact on the interim condensed consolidated financial statements.
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 adoption of IAS 12 had no impact on the interim condensed consolidated financial statements.
3 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, 2022. 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, 2022 which have been prepared according to IFRS as issued by the IASB.
Basis of measurement
These condensed consolidated interim financial statements have been prepared on a historical cost basis using the accrual basis of accounting except for cash flow information.
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
9
Sama Resources Inc. Notes to Interim Condensed Consolidated Financial Statements March 31, 2023 and 2022 and December 31, 2022
(Unaudited - in Canadian dollars)
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 are as follows:
| Jurisdiction of | % of | |
|---|---|---|
| incorporation | ownership | |
| Sama Nickel Corporation (“SNC”)(a) | Canada | 70% |
| Sama Nickel Côte d’Ivoire SARL (“Sama CI”) | Ivory Coast | 70% |
| Société Minière du Tonkpi SARL (“SMT”) | Ivory Coast | 70% |
| Sama Resources Quebec Inc. (“SRQ”) | Canada | 100% |
| Sama Resources Development Inc. (“SRDI”) | Caymans Island | 100% |
| Sama Resources Liberia Inc. (“SRL”) | Liberia | 100% |
4 Non-controlling interests
The Company signed an earn-in and joint venture agreement with IVNE Ivory Coast Inc. or “IVNE” in order to develop its nickel-copper and cobalt projects in Ivory Coast, West Africa. Pursuant to the terms of the earn-in and joint venture agreement, IVNE can earn up to a 60% interest in the Ivory Coast projects by investing, before March 31, 2024 , a total of $25,000,000, including amongst others, the financing of a bankable feasibility study, as follows:
-
Phase 1 : Investments $15,000,000 for a 30% interest;
-
Phase 2 : Investments of $10,000,000 for an additional 30% interest.
IVNE completed phase 1 of the earn-in and joint venture agreement and therefore owns a 30% interest in SNC. The Company assessed its investment in SNC and judged that it still has control over SNC as defined by IFRS 10 Consolidated Financial Statements . Therefore, the Company continues to consolidate the financial results of SNC in its consolidated financial statements.
Summarized financial information of SNC, before intragroup eliminations, is set out below:
| March 31, | December 31, | |
|---|---|---|
| 2023 | 2022 | |
| $ | $ | |
| Current assets | 857,299 | 1,033,037 |
| Non-current assets | 743,846 | 828,570 |
| Total assets | 1,601,145 | 1,861,607 |
| Current liabilities | 475,165 | 646,879 |
| Non-current liabilities(a) | 17,425,135 | 17,425,135 |
| Total liabilities | 17,900,300 | 18,072,014 |
| NCI | (4,889,747) | (4,863,122) |
(a) Non-current liabilities include a due to Sama Resources Inc. of $17,425,135.
10
Sama Resources Inc. Notes to Interim Condensed Consolidated Financial Statements
March 31, 2023 and 2022 and December 31, 2022
(Unaudited - in Canadian dollars)
5 Property, plant and equipment
| Buildings and | |||||
|---|---|---|---|---|---|
| Exploration | lease | Other | |||
| equipment | improvements | Vehicles | equipment | Total | |
| $ | $ | $ | $ | $ | |
| Cost | |||||
| Balance – January 1st, 2022 | 2,302,033 | 127,426 |
- | 102,544 | 2,532,003 |
| Acquisitions | 172,591 | 132,361 |
158,170 | 7,438 | 470,560 |
| Disposals | - | - | - | (809) | (809) |
| Balance – December 31, 2022 | 2,474,624 | 259,787 |
158,170 | 109,173 | 3,001,754 |
| Acquisitions | 18,698 | - |
53,460 | 4,838 | 76,996 |
| Balance – March 31, 2023 | 2,493,322 | 259,787 |
211,630 | 114,011 | 3,078,750 |
| Accumulated amortization | |||||
| Balance – January 1st, 2022 | 1,490,579 | 85,240 |
- | 93,514 | 1,669,333 |
| Depreciation | 303,256 | 25,999 |
15,324 | 6,623 | 351,202 |
| Disposals | - | - |
- | (809) | (809) |
| Balance – December 31, 2022 | 1,793,835 | 111,239 |
15,324 | 99,328 | 2,019,726 |
| Depreciation | 73,203 | 10,738 |
9,872 | 1,868 | 95,681 |
| Balance – March 31, 2023 | 1,867,038 | 121,977 |
25,196 | 101,196 | 2,115,407 |
| Carrying amount | |||||
| Balance – December 31, 2022 | 680,789 | 148,548 |
142,846 | 9,845 | 982,028 |
| Balance – March 31, 2023 | 626,284 | 137,810 |
186,434 | 12,815 | 963,343 |
During the three-month period ended March 31, 2023, a depreciation expense of $11,563 (December 31, 2022 – $29,217) was recorded under general and administrative expenses and $84,118 (December 31, 2022 – $321,985) was recorded under exploration and evaluation (“E&E”) expenses in the interim condensed consolidated statement of loss and comprehensive loss.
11
Sama Resources Inc. Notes to Interim Condensed Consolidated Financial Statements March 31, 2023 and 2022 and December 31, 2022
(Unaudited - in Canadian dollars)
6 Investments in shares
The Company owns 15,180,377 common shares of SRG representing an interest of 13.34%. At December 31, 2022, the Company also owned 250,000 warrants which expired on March 4, 2023.
The fair value of $9,411,835 (December 31, 2022 – $10,322,657) was determined using SRG’s share price of $0.62 (December 31, 2022 – $0.68). A change in fair value of investments in shares of $910,822 (December 31, 2022 – $1,564,357) was recorded in the consolidated statement of loss and comprehensive loss.
The continuity of the Company’s investments is as follows:
| March 31, | December 31, | |
|---|---|---|
| 2023 | 2022 | |
| $ | $ | |
| Balance – beginning of period | 10,322,657 | 46,320 |
| Reclassification from investment in associate | - | 11,840,694 |
| Change in fair value of investments in shares | (910,822) | (1,564,357) |
| Balance – end ofperiod | 9,411,835 | 10,322,657 |
7 Share capital
Authorized
Unlimited number of voting common shares without par value.
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.
12
Sama Resources Inc. Notes to Interim Condensed Consolidated Financial Statements
March 31, 2023 and 2022 and December 31, 2022
(Unaudited - in Canadian dollars)
The following table shows the changes in stock options:
| March 31, 2023 December 31, 2022 |
|
|---|---|
| Number of stock options |
Weighted average exercise price Number of stock options Weighted average exercise price |
| $ $ |
|
| Outstanding – Beginning of period 19,040,000 Granted 2,355,000 Exercised - Expired - |
0.22 19,495,000 0.23 0.14 2,445,000 0.22 - (300,000) 0.20 - (2,600,000) 0.31 |
| Outstanding– End of period 21,395,000 |
0.21 19,040,000 0.22 |
| Exercisable – End ofperiod 19,317,500 |
0.22 17,967,500 0.22 |
The weighted average price of shares at the time of exercise was $0.15 per share.
The fair value of stock options granted was determined using the Black & Scholes valuation model based on the following weighted average assumptions:
| March 31, | December 31, | |
|---|---|---|
| 2023 | 2022 | |
| $ | $ | |
| Weighted average price at the grant date | $0.13 | $0.22 |
| Weighted average exercise price | $0.14 | $0.22 |
| Expected dividend | - | - |
| Expected average volatility | 97.52% | 98.97% |
| Risk-free average interest rate | 2.84% | 1.94% |
| Expected average life | 9.36 years | 9.39 years |
| Weighted fair value per share option | $0.11 | $0.19 |
An expense for stock-based compensation of $162,207 was recognized during the three-month period ended March 31, 2023 (for the three-month period ended March 31, 2022 – $152,075). An amount of $127,622 (for the three-month period ended March 31, 2022 – $127,772) was recognized under general and administrative expenses and $34,585 (for the three-month period ended March 31, 2022 – $24,303) was recognized under E&E expenses in the interim consolidated statement of loss and comprehensive loss.
13
Sama Resources Inc. Notes to Interim Condensed Consolidated Financial Statements
March 31, 2023 and 2022 and December 31, 2022
(Unaudited - in Canadian dollars)
The number of outstanding stock options that could be exercised for an equal number of common shares is as follows:
| Exercise | Number | Number | |
|---|---|---|---|
| Expiry date | price | outstanding | exercisable |
| $ | |||
| April 21, 2025 | 0.19 | 2,150,000 | 2,150,000 |
| May 27, 2025 | 0.18 | 200,000 | 200,000 |
| January 17, 2027 | 0.085 | 1,775,000 | 1,775,000 |
| March 31, 2027 | 0.15 | 500,000 | 500,000 |
| April 27, 2027 | 0.195 | 100,000 | 100,000 |
| November 28, 2027 | 0.29 | 660,000 | 660,000 |
| September 12, 2028 | 0.33 | 3,655,000 | 3,655,000 |
| July 29, 2028 | 0.30 | 340,000 | 340,000 |
| January 4, 2028 | 0.20 | 300,000 | 300,000 |
| October 31, 2028 | 0.30 | 60,000 | 60,000 |
| February 20, 2029 | 0.27 | 3,225,000 | 3,225,000 |
| December 19, 2029 | 0.19 | 2,080,000 | 2,080,000 |
| December 14, 2030 | 0.115 | 1,885,000 | 1,885,000 |
| September 17, 2031 | 0.16 | 265,000 | 265,000 |
| February 28,2032 | 0.22 | 2,145,000 | 1,072,500 |
| January 17, 2033 | 0.135 | 2,055,000 | 513,750 |
| 21,395,000 | 19,317,500 |
9 Exploration and evaluation expenses
Samapleu property
SNC entered into a Syndicate Agreement (“SA”) with La Société pour le Développement Minier de la Côte d’Ivoire (“SODEMI”), a parastatal organization, under which SNC is responsible to finance, on behalf of the SA, exploration work programs during the exploration phase through completion of a Bankable Feasibility Study (“BFS”) on the exploration permits Samapleu East (PR838) and Samapleu West (PR839) held by SODEMI. SODEMI will not contribute to work conducted under the SA. Both PRs expire on June 17, 2023, with possible renewal periods totaling up to 12 years. In accordance with both PRs, SNC agreed to complete an exploration program evaluated at F CFA 2,315,000,000 for PR838 (approximately $5,195,359 as at March 31, 2023) and F CFA 760,000,000 for PR839 (approximately $1,705,604 as at March 31, 2023) before the term of the exploration permits.
Upon completion of the BFS, the Advisory Committee (“AC”), which consists of two SNC 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 SNC 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 maximum of F CFA 834,999,457 (approximately $1,873,919 as at March 31, 2023) and will reimburse SNC for costs associated with exploration work conducted between the signature of the SA and the approval of the BFS subject to the approval of the AC which represents a total amount of $26,079,216 as at March 31, 2023.
14
Notes to Interim Condensed Consolidated Financial Statements
Sama Resources Inc.
March 31, 2023 and 2022 and December 31, 2022
(Unaudited - in Canadian dollars)
The ownership of the EE shall be allocated as follows:
| SNC | 60% |
|---|---|
| SODEMI | 30% |
| Ivory Coast Government | 10% |
| 100% |
The Samapleu Property is subject to a 1% net smelter return royalty.
Zérégouiné property
Sama CI owns a 100% interest in the exploration permit No. 300 (“PR300”) which covers 290 square kilometers of property in Ivory Coast and expired on December 17, 2021. In accordance with PR300, Sama CI was required to complete an exploration program before the term of the exploration permit. This exploration program was completed on time and on September 20, 2021, Sama CI filed the required documentation with the Department of Mines in Côte d’Ivoire, for the exceptional renewal of PR300 which should expire on December 18, 2023. As of today, there is no indication that the exploration permit will not be granted. The Zérégouiné Property is adjacent to the Samapleu Property.
Grata property
Sama CI owns a 100% interest in the exploration permit No. 604 (“PR604”) which covers 92 square kilometers of property in Ivory Coast and expired on December 7, 2022. Sama CI was required to complete an exploration program before the term of the exploration permit. This exploration program was completed on time and on September 5, 2022, Sama CI filed the required documentation with the Department of Mines in Côte d’Ivoire, for the renewal of PR604 which should expire on December 7, 2024. As of today, there is no indication that the exploration permit will not be granted. The Grata Property is located adjacent to the north-eastern boundary of the Samapleu Property.
Zoupleu property
SMT owns a 100% interest in the exploration permit No. 837 (“PR837”) which covers 135 square kilometers of property in Ivory Coast and expires on June 17, 2023. In accordance with PR837, SMT agreed to complete an exploration program evaluated at F CFA 1,120,000,000 (approximately $2,513,521 as at March 31, 2023) before the term of the exploration permit. The Zoupleu Property is located contiguous to the Samapleu Property.
Nuon River property
SRL owns a 100% interest in the exploration license MEL9001721 which covers 259.13 square kilometers of property in the county of Grand Gedeh, Liberia and expires on January 10, 2024.
15
Sama Resources Inc. Notes to Interim Condensed Consolidated Financial Statements March 31, 2023 and 2022 and December 31, 2022
(Unaudited - in Canadian dollars)
St-John River gold property
SRL owns a 100% interest in the exploration license MEL9001821 which covers 174.51 square kilometers of property in the county of Grand Gedeh, Liberia and expires on January 9, 2024.
Zwedru South property
SRL owns a 100% interest in the exploration license MEL9001921 which covers 312.85 square kilometers of property in the county of Bong, Liberia and expires on January 9, 2024.
Lac Brulé property
SRQ owns a 100% interest in 401 exploration claims in the Nivernais and Esgriseilles Townships in the province of Quebec, Canada.
Lac Brennan property
SRQ owns a 100% interest in 42 exploration claims in the Dauphine Township in the province of Quebec, Canada.
Lac Montmord property
SRQ owns a 100% interest in 19 exploration claims in the Jamésie Region in the province of Quebec, Canada.
Lac Jim property
SRQ owns a 100% interest in 21 exploration claims in the Calpham & Huddersfield townships in the province of Quebec, Canada.
Northfield property
SRQ owns a 100% interest in 31 exploration claims in the Northfield Township in the province of Quebec, Canada.
Rivière Picanoc property
SRQ owns a 100% interest in 11 exploration claims in the Alleyn & Cawood Township in the province of Quebec, Canada.
16
Sama Resources Inc.
Notes to Interim Condensed Consolidated Financial Statements March 31, 2023 and 2022 and December 31, 2022
(Unaudited - in Canadian dollars)
The following table shows the E&E expenses by property.
| Three-month | periods ended | |
|---|---|---|
| March 31, | March 31, | |
| 2023 | 2022 | |
| $ | $ | |
| Samapleu property | ||
| Camp operation costs and other expenses | 217,173 | 3,222 |
| Geology and prospecting | 41,358 | 18,798 |
| Geophysics | 9,739 | 69,202 |
| Drilling | 18,443 | - |
| Engineering study | 30,517 | - |
| Geochemistry | 69,292 | 8,282 |
| Metallurgical tests | 36,210 | - |
| Stock-based compensation | 24,390 | - |
| 447,122 | 99,504 | |
| Zérégouiné property | ||
| Camp operation costs and other expenses | - | 25,742 |
| Drilling | - | 32,845 |
| Geology and prospecting | - | 4,201 |
| Geophysics | - | 15,553 |
| Geochemistry | 8,614 | - |
| Stock-based compensation | - | 418 |
| 8,614 | 78,759 | |
| Grata property | ||
| Camp operation costs and other expenses | 78,224 | 364,947 |
| Geology and prospecting | 42,907 | 23,563 |
| Geophysics | 9,739 | 79,052 |
| Geochemistry | 81,028 | 52,939 |
| Drilling | 19,652 | 438,754 |
| Metallurgical tests | 6,120 | - |
| Engineering study | 27,885 | - |
| Stock-based compensation | 8,869 | 23,811 |
| 274,424 | 983,066 | |
| Zoupleu property | ||
| Campoperation costs and other expenses | 2,265 | - |
| 2,265 | - | |
| Nuon River property | ||
| Camp operation costs and other expenses | - | 5,611 |
| Geology and prospecting | - | 1,267 |
| - | 6,878 | |
| St-John River property | ||
| Camp operation costs and other expenses | 57,602 | 5,610 |
| Geology and prospecting | 21,114 | 1,267 |
| Geochemistry | 9,409 | - |
| 88,125 | 6,877 | |
| Zwedru South property | ||
| Camp operation costs and other expenses | 52,310 | 5,610 |
| Geology and prospecting | 22,406 | 1,267 |
| 74,716 | 6,877 |
17
Sama Resources Inc.
Notes to Interim Condensed Consolidated Financial Statements
March 31, 2023 and 2022 and December 31, 2022
(Unaudited - in Canadian dollars)
| Three-month | periods ended | |
|---|---|---|
| March 31, | March 31, | |
| 2023 | 2022 | |
| $ | $ | |
| Lac Brulé property | ||
| Property acquisition costs and claim maintenance | 1,318 | 1,767 |
| Geophysics | 7,500 | - |
| Camp operation costs and other expenses | 9,421 | 2,249 |
| Geology and prospecting | 14,061 | - |
| First Nation consultancy | 9,600 | - |
| Geochemistry | - | 26,206 |
| Stock-based compensation | 265 | 74 |
| 42,165 | 30,296 | |
| Lac Brennan property | ||
| Property acquisition costs and claim maintenance | 383 | 255 |
| Camp operation costs and other expenses | 3,035 | - |
| First Nation consultancy | 2,400 | - |
| Stock-based compensation | 1,061 | - |
| 6,879 | 255 | |
| Lac Jim property | ||
| Property acquisitioncosts and claim maintenance | 1,628 | - |
| 1,628 | - | |
| Northfield property | ||
| Property acquisitioncosts and claim maintenance | 2,496 | - |
| 2,496 | - | |
| Rivière Picanoc property | ||
| Property acquisitioncosts and claim maintenance | 896 | - |
| 896 | - | |
| Total E&E expenses | 949,330 | 1,212,512 |
10 General and administrative expenses
| Three-month | periods ended | |
|---|---|---|
| March 31, | March 31, | |
| 2023 | 2022 | |
| $ | $ | |
| Consulting fees | 45,570 | 64,323 |
| Professional fees | 118,294 | 92,673 |
| General and other expenses | 98,753 | 58,530 |
| Salaries and benefits | 54,697 | 33,859 |
| Travel and representation | 38,813 | 14,583 |
| Marketing fees | 30,000 | - |
| Transfer agent and filing fees | 14,861 | 7,059 |
| Depreciation | 11,563 | 3,371 |
| Stock-based compensation | 127,622 | 127,772 |
| 540,173 | 402,170 |
18
Sama Resources Inc. Notes to Interim Condensed Consolidated Financial Statements
March 31, 2023 and 2022 and December 31, 2022
(Unaudited - in Canadian dollars)
11 Related parties
Related parties include the Company’s key management personnel and related companies. Key management personnel are the members of the Board of Directors and officers. Unless otherwise stated, balances are usually settled in cash.
The following table presents the related party transactions presented in the interim condensed consolidated statement of loss and comprehensive loss:
| Three-month | periods ended | |
|---|---|---|
| March 31, | March 31, | |
| 2023 | 2022 | |
| $ | $ | |
| Professional fees paid to key management and/or companies controlled by key | ||
| management | 51,150 | 45,250 |
| Consultant fees paid to companies controlled by key management | 27,875 | 18,250 |
| Consultant fees paid to a company controlled by key management recorded under | ||
| E&E expenses | 54,623 | 22,999 |
| Directors and officers stock-based compensation | 100,244 | 112,256 |
| Interest revenue on SRG’s bridge loan | - | 17,260 |
The following table represents the related party transactions presented in the consolidated statement of financial position as at:
| March 31, | December 31, | |
|---|---|---|
| 2023 | 2022 | |
| $ | $ | |
| Professional fees owned to key management and/or companies controlled by key | ||
| management | - | 6,480 |
12 Operating segment
The Company operates in one reportable business segment: the exploration and evaluation of mineral properties.
The Company’s geographical breakdown of non-current assets is as follows:
| March 31, | ||||
|---|---|---|---|---|
| 2023 | ||||
| Canada | Ivory Coast | Liberia | Total | |
| $ | $ | $ | $ | |
| Property, plant and equipment | 162,247 | 743,847 | 57,249 | 963,343 |
| Investmentsinshares | 9,411,835 | - | - | 9,411,835 |
| 9,574,082 | 743,847 | 57,249 | 10,375,178 |
19
Notes to Interim Condensed Consolidated Financial Statements March 31, 2023 and 2022 and December 31, 2022
Sama Resources Inc.
(Unaudited - in Canadian dollars)
| December 31, | ||||
|---|---|---|---|---|
| 2022 | ||||
| Canada | Ivory Coast | Liberia | Total | |
| $ | $ | $ | $ | |
| Property, plant and equipment | 153,458 | 828,570 | - | 982,028 |
| Investmentsinshares | 10,322,657 | - | - | 10,322,657 |
| 10,476,115 | 828,570 | - | 11,304,685 |
20