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Sarama Resources Ltd. Interim / Quarterly Report 2020

Nov 27, 2020

46917_rns_2020-11-27_90862a70-609b-4767-a2e1-dd9f61ffbdca.pdf

Interim / Quarterly Report

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Sarama Resources Ltd.

(An Exploration Stage Company)

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three months and nine months ended September 30, 2020 (Unaudited)

(Expressed in United States Dollars)

Corporate Directory ................................................................................................... 2 Management’s Responsibility for Financial Information ............................................ 3 Consolidated Statement of Financial Position ............................................................. 4 Consolidated Statement of Loss and Other Comprehensive Loss ................................ 5 Consolidated Statement of Cash Flows ....................................................................... 6 Consolidated Statement of Changes in Equity ............................................................ 7 Notes to the Condensed Interim Consolidated Financial Statements ........................... 8

1

Sarama Resources Ltd An Exploration Stage Company Corporate Directory

DIRECTORS

Simon Jackson (Chairman) Andrew Dinning (CEO) Adrian Byass (Non-executive Director) Steven Zaninovich (Non-executive Director)

REGISTERED OFFICE

Suite 2200, HSBC Building 885 West Georgia Street Vancouver BC, Canada, V6C 3E8

AUSTRALIAN BRANCH OFFICE

Unit 8, 245 Churchill Avenue Subiaco, Western Australia 6008 P: +61 8 9363 7600 F: +61 8 9382 4308

BURKINA FASO OFFICE

Sarama Mining Burkina SUARL Quartier Ouaga 2000, secteur 15 Zone B, Rue du Général Tiemoko Marc Garango, 13 B.P. 60 Ouagadougou 13, Ouagadougou, République du Burkina Faso

LEGAL ADVISORS

Cassels Brock & Blackwell LLP Suite 2200, HSBC Building 885 West Georgia Street Vancouver BC, Canada, V6C 3E8

AUDITORS

HLB Mann Judd Level 4, 130 Stirling Street Perth, Western Australia, Australia 6000

SHARE REGISTRY

TSX Trust Company 100 Adelaide Street West, Suite 301 Toronto, Ontario M5H4H1 Canada

TSX.V CODE

SWA

WEBSITE

www.saramaresources.com

2

Sarama Resources Ltd An Exploration Stage Company Management’s Responsibility for Financial Information

MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL INFORMATION

The accompanying condensed interim consolidated financial statements and all other financial information included in this report are the responsibility of management. The condensed interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”). Financial statements include certain amounts based on estimates and judgments. When alternative methods exist, management has chosen those it deems most appropriate in the circumstances to ensure that the condensed interim consolidated financial statements are presented fairly, in all material respects.

Management maintains appropriate systems of internal control, consistent with reasonable cost, to give reasonable assurance that its assets are safeguarded, and the financial records are properly maintained.

The Board of Directors is responsible for ensuring that management fulfils its responsibilities for financial reporting and internal control. The Audit Committee, which is comprised of three Directors, all of whom are nonmanagement and independent, meets with management to review the consolidated financial statements to satisfy itself that management is properly discharging its responsibilities to the Directors, who approve the condensed interim consolidated financial statements.

Management recognizes its responsibility for conducting the Company’s affairs in compliance with established financial reporting standards, and applicable laws and regulations, and for maintaining proper standards of conduct for its activities.

NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS

Under National Instruments 51-102, Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor.

The accompanying unaudited condensed interim consolidated financial statements have been prepared by and are the responsibility of the Company’s management. The Company’s independent auditor has not performed a review of these financials statements in accordance with the standards established by the Canadian Institute of Chartered Accountants for a review of interim financial statements by an entity’s auditor.

(signed) “Andrew Dinning” (signed) “Lui Evangelista” Director, President and CEO CFO November 27, 2020 November 27, 2020

3

Sarama Resources Ltd An Exploration Stage Company Condensed Interim Consolidated Statement of Financial Position (Unaudited) Expressed in United States Dollars

Note
ASSETS
Current assets
Cash and cash equivalents
3
Security deposits
Other receivables
Prepayments
Financial assets
8
Total current assets
Non-current assets
Plant and equipment
4
Investment in associate
5
Royalty
Total non-current assets
Total assets
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities
Termination Agreement - Barrick
6
Total current liabilities
Non-current liabilities
Provision for employee entitlements
Termination Agreement - Barrick
6
Total non-current liabilities
Total liabilities
Net Assets
EQUITY
Share capital
7(b)
Share based payments reserve
Foreign currency translation reserve
Accumulated losses
Total equity
As at
September 30,
2020
$
As at
December 31,
2019
$
2,234,675
2,227,604
24,889
24,483
44,057
32,010
61,421
7,654
-
77,517
2,365,042
2,369,268
37,625
51,568
1,836,171
1,836,171
23,131
23,131
1,896,927
1,910,870
4,261,969
4,280,138
169,933
278,741
-
1,000,000
169,933
1,278,741
218,057
193,387
1,000,000
-
1,218,057
193,387
1,387,990
1,472,128
2,873,979
2,808,010
51,716,634
50,162,722
4,019,624
3,659,411
(90,024)
(93,399)
(52,772,255)
(50,920,724)
2,873,979
2,808,010

These financial statements are authorised for issue by the Board of Directors on November 27, 2020.

They are signed on the Company’s behalf by:

(Signed) “Andrew Dinning” Andrew Dinning, Director

(Signed) “ Simon Jackson” Simon Jackson, Director

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

4

Sarama Resources Ltd An Exploration Stage Company Condensed Interim Consolidated Statement of Loss and Other Comprehensive Loss (Unaudited) Expressed in United States Dollars

Note
Income
Interest income
Foreign exchange gain
Fair value gain on financial assets
carried at fair value through profit
and loss
Other income
Total income
Expenses
Accounting and audit
Corporate development
Depreciation
Directors fees
Exploration expenditure as incurred
2(d)
Termination agreement - Barrick
Foreign exchange loss
Insurance
Marketing and investor relations
Office and general
Professional fees
Salaries
Stock–based compensation
7(d)
Travel
Total expenses
Profit / (Loss) before income tax
Income tax benefit
Profit / (Loss) for the period from
continuing operations
Exchange differences on translation of
foreign operations
Total comprehensive gain / (loss) for
the period
Basic and diluted loss per share
-
Continuing operations
Weighted average number of shares
Basic and diluted
Three months
ended
September 30,
2020
Three months
ended
September 30,
2019
Nine months
ended
September 30,
2020
Nine months
ended
September 30,
2019
518
1,390
4,651
2,790
17,812
-
-
-
9,434
-
81,955
5,128
27,294
-
60,025
-
55,058
1,390
146,631
7,918
4,977
4,689
13,322
14,733
-
-
-
5,359
585
510
1,696
1,547
26,656
13,658
47,833
42,378
276,034
505,316
905,068
1,579,616
-
(1,000,000)
-
1,000,000
-
79,443
48,297
59,030
-
2,554
7,674
20,177
6,253
14,307
19,725
41,599
33,327
32,155
91,339
105,461
17,153
22,165
35,194
55,815
159,541
158,546
448,809
500,963
-
58,949
360,212
117,897
1,169
22,958
18,993
43,818
525,695
(84,750)
1,998,162
3,588,393
470,637
86,140
1,851,531
(3,580,475)
-
-
-
-
(470,637)
86,140
(1,851,531)
(3,580,475)
-
-
3,375
-
(470,637)
86,140
(1,848,156)
(3,580,475)
cents
cents
cents
cents
(0.2)
(0.0)
(0.7)
(1.6)
265,323,619
250,659,987
255,553,774
220,857,602

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

5

Sarama Resources Ltd An Exploration Stage Company Condensed Interim Consolidated Statement of Cash Flows (Unaudited) Expressed in United States Dollars

Note
Cash flows used in operating
activities
Payments to suppliers and employees
Payments for exploration and
evaluation
Interest received
Other income
Net cash used in operating activities
11
Cash flows used in investing activities
Purchase of plant and equipment
4
Proceeds on sale of plant and equipment
4
Proceeds on sale of financial assets
Net cash generated in investing activities
Cash flows from financing activities
Common shares and warrants issued for
cash
Payment of share issue costs
Net cash generated by financing activities
Net increase in cash and cash equivalents
Net foreign exchange differences
Cash and cash equivalents at beginning of the
period
Cash and cash equivalents at end of the
period
Three months
ended
September 30,
2020
Three months
ended
September 30,
2019
Nine months
ended
September 30,
2020
Nine months
ended
September 30,
2019
(218,573)
(260,517)
(630,585)
(819,968)
(273,028)
(377,874)
(1,040,354)
(965,859)
518
1,390
4,651
2,790
27,294
-
59,051
-
(463,789)
(637,001)
(1,607,237)
(1,783,037)
-
(1,113)
(2,592)
(6,334)
-
-
1,604
-
97,748
-
159,473
233,760
97,748
(1,113)
158,485
227,426
1,547,800
-
1,547,800
4,356,269
(46,473)
(2,317)
(46,473)
(28,910)
1,501,327
(2,317)
1,501,327
4,327,359
1,135,286
(640,431)
52,575
2,771,748
28,054
(83,781)
(45,504)
(50,136)
1,071,335
3,844,784
2,227,604
398,960
2,234,675
3,120,572
2,234,675
3,120,572

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

6

Sarama Resources Ltd An Exploration Stage Company Condensed Interim Consolidated Statement of Changes in Equity (Unaudited) Expressed in United States Dollars

Balance at January 1, 2019
Loss attributed to shareholders of
the Company
Total comprehensive loss for the
year
Transactions with owners in
their capacity as owners:
Proceeds from share issue
Share issuance costs
Stock-based compensation -
warrants
Stock-based compensation -
options
Balance at September 30, 2019
Balance at January 1, 2020
Loss attributed to shareholders of
the Company
Exchange differences on
translation of foreign operations
Total comprehensive loss for the
period
Transactions with owners in
their capacity as owners:
Proceeds from share issue (7(b))
Share issuance costs
Shares issued in lieu of salary
Stock-based compensation -
options (7(d)(i))
Balance at September 30, 2020
Number
of common
shares
Share
capital
(note 5)
$
Share based
payments
reserve
$
Foreign
currency
translation
reserve
$
Accumulated
losses
$
Total
$
181,710,402
45,835,363
3,283,395
(295,067)
(46,473,155)
2,350,536
-
-
-
-
(3,580,475)
(3,580,475)
-
-
-
-
(3,580,475)
(3,580,475)
68,949,585
4,356,269
-
-
-
4,356,269
-
(28,910)
-
-
-
(28,910)
-
-
258,119
-
-
258,119
-
-
117,897
-
-
117,897
250,659,987
50,162,722
3,659,411
(295,067)
(50,053,630)
3,473,436
250,659,987
50,162,722
3,659,411
(93,399)
(50,920,724)
2,808,010
-
-
-
-
(1,851,531)
(1,851,531)
-
-
-
3,375
-
3,375
-
-
-
3,375
(1,851,531)
(1,848,156)
18,852,936
1,547,800
-
-
-
1,547,800
(46,473)
(46,473)
786,846
52,585
-
-
-
52,585
-
-
360,213
-
-
360,213
270,299,769
51,716,634
4,019,624
(90,024)
(52,772,255)
2,873,979

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

7

Sarama Resources Ltd An Exploration Stage Company Notes to the Condensed Interim Consolidated Financial Statements (Unaudited) Expressed in United States Dollars unless otherwise stated

1. NATURE OF OPERATIONS

Sarama Resources Ltd (the “ Company ”) was incorporated under the laws of the Province of British Columbia, Canada on April 8, 2010.

Statement of compliance

These condensed interim consolidated financial statements have been prepared in United States Dollars.

The board of directors of the Company have approved these condensed interim consolidated financial statements on November 27, 2020.

Business Activities

The consolidated entity, consisting of Sarama Resources Ltd. and its subsidiaries is in the exploration stage and its principal business activity is the sourcing and exploration of mineral properties. As at September 30, 2020, the Company is in the process of exploring its principal mineral properties and has not yet determined whether the properties contain gold reserves that are economically recoverable.

The unaudited condensed interim consolidated financial statements for the three and nine month period ended September 30, 2020, comprise the accounts of Sarama Resources Ltd and its subsidiaries and the Company’s interest in equity accounted investments.

Basis of Presentation

These condensed interim consolidated financial statements have been prepared under the historical cost convention except for financial assets and liabilities at fair value through profit or loss and in accordance with International Financial Reporting Standards (“ IFRS ”) as issued by the International Accounting Standards Board (“ IASB ”) and Interpretations of the International Financial Reporting Interpretations Committee (“ IFRIC ”). These condensed consolidated interim financial statements have been prepared in accordance with IFRS applicable to the preparation of interim consolidated financial statements, including International Accounting Standard (“IAS”) 34, “ Interim Financial Reporting” , and have been prepared following the same accounting policies as the annual consolidated financial statements for the year ended December 31, 2019 except as described in Note 2.

The condensed interim consolidated financial statements should be read in conjunction with the annual consolidated financial statements for the year ended December 31, 2019, which have been prepared in accordance with IFRS.

Going Concern

For the nine month period ended September 30, 2020, the consolidated entity recorded a net loss of $1,851,531 and had a net cash outflow from operating and investing activities of $1,448,752. As at September 30, 2020, the consolidated entity had available cash of $2,234,675 and surplus of current assets over current liabilities of $2,195,109.

The Directors have assessed the need to acquire additional funding to continue to operate as a going concern for the foreseeable future. The Directors believe such funding will be obtained and therefore consider it appropriate to prepare the financial report on a going concern basis, which assumes the realisation of the consolidated entity’s assets and the discharge of its liabilities in the normal course of business and at the amounts stated in the condensed interim consolidated financial statements.

Should additional funding be unable to be obtained, the Directors believe that the Company can remain a going concern by the further reduction of various operating expenditure. However, these circumstances indicate the existence of a material uncertainty which may cast significant doubt on the Company’s ability to continue as a going concern.

8

Sarama Resources Ltd An Exploration Stage Company Notes to the Condensed Interim Consolidated Financial Statements (Unaudited) Expressed in United States Dollars unless otherwise stated

2. SIGNIFICANT ACCOUNTING POLICIES

a) Standards and Interpretations applicable to September 30, 2020

In the period ended September 30, 2020, there were no new and revised Standards and Interpretations issued by the IASB that are relevant to the Company and effective for the current annual reporting period.

b) Standards and Interpretations in issue not yet adopted

The Company has not early adopted any amendment, standard or interpretation that has been issued by the IASB but is not yet effective.

c) Basis of Consolidation

The condensed interim consolidated financial statements incorporate the assets and liabilities of the Company as at September 30, 2020 and the results of all subsidiaries for the three and nine month period then ended.

Subsidiaries are all entities (including special purpose entities) over which the Company has control. The Company controls an entity when the Company is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Company. They are de-consolidated from the date that control ceases.

Intercompany transactions, balances and unrealised gains on transactions are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Company.

d) Exploration and Evaluation Assets

Mineral exploration and evaluation costs are expensed as incurred based upon each area of interest. Acquisition costs will normally be expensed but will be assessed on a case by case basis and if appropriate may be capitalised. These acquisition costs are only carried forward to the extent that they are expected to be recouped through the successful development or sale of the tenement. Accumulated acquisition costs in relation to an abandoned tenement are written off in full against profit or loss in the year in which the decision to abandon the tenement is made. Where a decision has been made to proceed with development in respect of a particular area of interest, all future costs are recorded as a development asset.

3. CASH AND CASH EQUIVALENTS

. CASH AND CASH EQUIVALENTS
Cash at bank and in hand
Deposits at Call
September 30, 2020
$
December 31, 2019
$
1,500,032
25,382
734,643
2,202,222
2,234,675
2,227,604

Cash at bank earns interest at floating rates based on daily bank deposit rates.

Short-term deposits are made on a rolling overnight basis, and earn interest at the respective short-term deposit rates.

The Company’s exposure to interest rate risk and sensitivity analysis for financial assets and liabilities are disclosed in note 8.

9

Sarama Resources Ltd An Exploration Stage Company Notes to the Condensed Interim Consolidated Financial Statements (Unaudited) Expressed in United States Dollars unless otherwise stated

4. PLANT AND EQUIPMENT

Opening net book value
Additions
Disposals - Cost
Disposals - Accum Depn
Depreciation
Closing net book value
Cost
Accumulated Depreciation
Closing net book value
Opening net book value
Additions
Disposals - Cost
Disposals - Accum Depn
Depreciation
Closing net book value
Cost
Accumulated Depreciation
Closing net book value
September 30, 2020
Plant and
Equipment
$
Motor
Vehicles
$
Office
Equipment
$
Total
$
24,933
-
26,635
51,568
-
-
2,592
2,592
-
-
(1,673)
(1,673)
-
-
1,043
1,043
(5,089)
-
(10,816)
(15,905)
19,844
-
17,781
37,625
241,783
158,306
284,052
684,141
(221,939)
(158,306)
(266,271)
(641,224)
19,844
-
17,781
37,625
December 31, 2019
Plant and
Equipment
$
Motor
Vehicles
$
Office
Equipment
$
Total
$
28,962
1,035
43,863
73,860
5,209
-
320
5,529
-
(30,948)
-
(30,948)
-
30,948
-
30,948
(9,238)
(1,035)
(17,548)
(27,821)
24,933
-
26,635
51,568
241,783
158,306
283,133
683,222
(216,850)
(158,306)
(256,498)
(631,654)
24,933
-
26,635
51,568

10

Sarama Resources Ltd An Exploration Stage Company Notes to the Condensed Interim Consolidated Financial Statements (Unaudited) Expressed in United States Dollars unless otherwise stated

5. INVESTMENT IN ASSOCIATE

The Company has a 19.02% (2019: 19.91%) interest in Joint Venture BF1 Inc., a joint venture focussed on the exploration and evaluation of the Karankasso Project in Burkina Faso. The Company’s interest is accounted for using the equity method in the consolidated financial statements. Summarised financial information of the joint venture, based on IFRS financial statements, and reconciliation with the carrying amount of the investment in the condensed interim consolidated financial statements are set out below. The Company has not made any additional contributions during the period ended September 30, 2020.

Summarised statement of financial position of Joint Venture BF1 Inc.:

Current assets
Non-current assets
Current liabilities
Non-current liabilities
Equity
Reconciliation to carrying amount of investment
Company’s share of equity
Plus additional contributions
Notional premium on acquisition by JV
Karankasso Project Joint Venture– at cost
September 30, 2020
$
December 31, 2019
$
92,006
224,238
16,296,311
15,701,695
(8,900)
(273,353)
(4,150,347)
(4,787,912)
12,229,070
10,864,668
2,325,969
2,163,155
1,365,851
1,365,851
3,691,820
3,529,006
(1,855,649)
(1,692,835)
1,836,171
1,836,171

The notional premium is due to the joint venture recording a higher value of the equity contributed by the Company upon transfer to the joint venture.

6. TERMINATION AGREEMENT – BARRICK

On May 14, 2019, the Company announced that it had executed a definitive agreement (the “Agreement”) with Acacia Mining plc (“Acacia”) that provides for the termination of the 2014 earn-in agreement between the two companies in respect of the South Houndé Project (or the “Project”) in south-western Burkina Faso. The Agreement provides for Sarama to resume operatorship and regain a 100% interest in the Project.

On November 18, 2019, the Company announced that it had renegotiated certain terms of the Agreement with Barrick TZ Ltd. (“Barrick”), formerly Acacia. The renegotiated terms resulted in an immediate return to 100% ownership of the Project and the reduction of the trailing reimbursement payment. The Company has agreed to waive certain closing conditions and, in return, Barrick, has agreed to amend and reduce the trailing reimbursement from $2 million to $1 million, which is now payable in 12 months from the date of this amendment.

On June 24, 2020, the Company announced that Barrick agreed to defer the $1 million payable on November 18, 2020 to January 15, 2022 inclusive of interest at an annual rate of 10%. The total payable will be up to $1.12 million. Refer to Note 12 for further information.

11

Sarama Resources Ltd An Exploration Stage Company Notes to the Condensed Interim Consolidated Financial Statements (Unaudited) Expressed in United States Dollars unless otherwise stated

7. SHARE CAPITAL

(a) Authorised Share Capital

At September 30, 2020, the authorised share capital comprised an unlimited number of common shares without par value.

  • (b) Issued Share Capital
b) Issued Share Capital
2020 2020 2019 2019
Number of Number of
Details shares $ shares $
Balance at January 1 250,659,987 50,162,722 181,710,402 45,853,363
Issue of shares under private placement 18,852,936 1,501,327 68,949,585 4,329,676
Issue of shares in lieu of salary 786,846 52,585 - -
Balance September 30 (net of cost) 270,299,769 51,716,634 250,659,987 50,165,039

On August 4, 2020, the Company announced that it had raised gross proceeds of C$2,073,823 (US$ 1,547,800) from a private placement offering of 18,852,936 common shares at a price of C$0.11 per common share.

(c) Company Stock Option Plan

The Company has a stock option plan (the “ Plan ”) that provides for the issuance of up to 10% of the issued and outstanding shares of the Company. The board of directors is authorised to set the exercise price, expiry date, and vesting provisions for each grant, subject to the policies of the TSX Venture Exchange. The plan provides for a maximum grant period of ten years. Options can be exercised at any time prior to their expiry date. Details are as follows:


etails are as follows:
Grant Date
January 8, 2018 (fully vested)
January 18, 2019 (fully vested)
January 16, 2020 (fully vested)
June 24, 2020 (fully vested)
No.
Exercise
Price
Expiry
Date
7,390,000
C$0.11
January 8, 2021
4,635,000
C$0.06
January 18, 2022
11,340,000
C$0.07
January 16, 2023
1,500,000
C$0.08
June 23, 2023
24,865,000

On January 16, 2020 the Company issued 11,340,000 options to directors, officers and employees of the company, exercisable at C$0.07 and expire 3 years after issue.

On June 24, 2020 the Company issued 1,500,000 options to directors, officers and employees of the company, exercisable at C$0.08 and expire 3 years after issue.

No options were exercised in the nine month period ended September 30, 2020 (period ended September 30, 2019: Nil).

4,995,000 options expired in the nine month period ended September 30, 2020 at a weighted average exercise price and life of C$0.20 and 3 years respectively (nine month period ended September 30, 2019: 1,075,000 options expired at a weighted average exercise price and life of C$0.10 and 3 years respectively).

12

Sarama Resources Ltd An Exploration Stage Company Notes to the Condensed Interim Consolidated Financial Statements (Unaudited) Expressed in United States Dollars unless otherwise stated

(d) Stock-Based Compensation

(i) Options

For the nine month period ended September 30, 2020, the expense incurred relating to stock-based compensation on the grant of options was $360,213 (September 30, 2019: $117,897).

For the nine month period ended September 30, 2020, the Company granted stock options to its directors, officers, employees and consultants and estimated the stock based compensation as follows:

Total options granted
Exercise price
Estimated fair value of compensation
recognised
Balance to be recognised over remaining
vesting period
Estimated fair value per option
January 16,
2020
June 24,
2020
11,340,000
1,500,000
C$0.07
C$0.08
$308,095
$52,118
$nil
$nil
$0.04
$0.05

The fair value of the stock-based compensation recognised in the accounts has been estimated using the BlackSchöles Option-Pricing Model with the following assumptions:


Schöles Option-Pricing Model with the following assumptions:
Share price of underlying security on date of grant
Risk-free interest rate
Expected dividend yield
Expected stock price volatility
Expected option life in years
January 16,
2020
June 24,
2020
C$0.06
1.64%
C$0.08
0.32%
0%
0%
93.1%
99.4%
3 years
3 years

The share price volatility is based on historical data and reflects the assumption that historical volatility over a period similar to the life of the option is indicative of future trends, which may not necessarily be indicative of exercise patterns that may occur.

(ii) Warrants

The Company has issued warrants as part of its capital raising and exploration programs. The details of all warrants still on issue are detailed below.

Warrant issue
Broker Warrants issued March
16, 2018
Acquisition Warrants issued
May 23, 2019
Acquisition Warrants issued
May 23, 2019
Total
Total
Warrants
Issued
Exercise
Price
(C$)
Estimated
fair value of
warrants
Estimated
fair value
per
warrant
Expiry Date
1,500,000
$0.14
91,669
$0.061
December 31,
2021
2,500,000
$0.10
137,162
$0.074
May 23, 2024
2,500,000
$0.20
120,957
$0.065
May 23, 2024
6,500,000
$0.15
349,788
$0.067

No warrants expired in the nine month period ended September 30, 2020 (nine month period ended September 30, 2019: 3,615,040)

The fair value of broker and acquisition warrants are recognised within share based payments reserve, within the equity section of the financial statements, in accordance with IFRS 2.

13

Sarama Resources Ltd An Exploration Stage Company Notes to the Condensed Interim Consolidated Financial Statements (Unaudited) Expressed in United States Dollars unless otherwise stated

  • (i) The fair value of the warrants recognised in the financial statements has been estimated using the BlackSchöles Option-Pricing Model at inception with the following assumptions:
Warrant issue
Broker Warrants issued March 16, 2018
Acquisition Warrants issued May 23, 2019
Price of
Security on
issue date
Risk –
free
interest
rate
Expected
dividend
yield
Expected
stock
price
volatility
Remaining
warrant
life
C$0.10
0.73%
0%
105%
15 months
C$0.10
1.55%
0%
105%
44 months

8. FINANCIAL INSTRUMENTS

The Company is exposed to financial risks through the normal course of its business operations. The key risks impacting the Company’s financial instruments are considered to be foreign currency risk, interest rate risk, liquidity risk, credit risk and equity price risk. The Company’s financial instruments exposed to these risks are cash and short-term deposits, receivables, trade payables and investments in foreign operations.

The executive management team monitors the financial instrument risk to which it is exposed and assesses the impact and likelihood of those risks on an ongoing basis. Where material, these risks are reported and reviewed by the board of directors.

(a) Fair Values

The fair value of the Company’s financial instruments approximates their carrying values due to the immediate or short-term maturity of these financial instruments. The Company’s financial assets and liabilities are measured and recognised at fair value as at June 30, 2020 according to the following fair value measurement hierarchy:

  • (a) quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities (level 1),

  • (b) quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability (level 2), and

  • (c) prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity) (level 3).

At September 30, 2020, the Company no longer held a financial asset recognised at fair value through its shareholding in Oklo Resources Limited as all shares were sold in the quarter ended September 30, 2020. The level 1 financial asset is recognised at fair value through the profit or loss and carried at fair value of $Nil (As at December 31, 2019: $77,517).

(b) Financial Instrument Risk Exposure

Foreign currency risk

The Company has international operations in West Africa, namely Burkina Faso, Mali and Liberia and an administrative office in Western Australia. The multiple locations expose the Company to foreign exchange risk as detailed below:

  • Canadian dollar (CAD) – primary source of Company funding and its corporate and regulatory costs.

  • Australian dollar (AUD) – administrative costs in Western Australia.

  • Euro and Communauté Financiére Africaine Francs (CFA) – funding of African operations.

Management’s policy is to actively manage foreign exchange risk. Management mitigates foreign exchange risk by continuously monitoring forecasts and spot prices of foreign currency and holding foreign currency based on expected future expenditure commitments.

14

Sarama Resources Ltd An Exploration Stage Company Notes to the Condensed Interim Consolidated Financial Statements (Unaudited) Expressed in United States Dollars unless otherwise stated

9. SEGMENT REPORTING

The Company consider the Board of Directors to be the chief decision maker.

The Company has one business segment, being the acquisition, exploration and potential development of mineral properties. The Company has operations in one geographic area, being Burkina Faso.

As at and for the nine month period ending September 30, 2020

As at and for the nine month period ending September 30, 2020
Burkina Faso Other Total
$ $ $
Segment current assets 36,096 2,328,946 2,365,042
Segment non-current assets
Plant and equipment 33,771 3,854 37,625
Investment in Associate 1,836,171 - 1,836,171
Royalty - 23,131 23,131
1,869,942 26,985 1,896,927
Segment total assets 1,906,038 2,355,931 4,261,969
Segment liabilities 17,885 1,370,105 1,387,990
Segment Loss
Loss for the nine month period from
continuing operations
905,068 946,463 1,851,531
As at and for the nine month period ending September 30,
2019
Burkina Faso Other Total
$ $ $
Segment current assets 48,378 3,127,218 3,175,596
Segment non-current assets
Plant and equipment 53,874 4,097 57,971
Investment in Associate 1,836,171 - 1,836,171
Royalty - 23,131 23,131
1,890,045 27,228 1,917,273
Segment total assets 1,938,423 3,154,446 5,092,869
Segment liabilities 332,248 1,287,185 1,619,433
Segment Loss
Loss for the nine month period from
continuing operations
2,579,616 1,000,859 3,580,475

15

Sarama Resources Ltd An Exploration Stage Company Notes to the Condensed Interim Consolidated Financial Statements (Unaudited) Expressed in United States Dollars unless otherwise stated

10. BASIC AND DILUTED LOSS PER SHARE
Three months Three months Nine months Nine months
ended ended ended ended
September 30, September 30, September 30, September 30,
2020 2019 2020 2019
Cents per Cents per Cents per Cents per
share share share share
Basic and diluted loss per share
-
Continuing operations
(0.2) (0.0) (0.7) (1.6)
$ $ $ $
Net profit/(loss) used in
calculating basic/diluted
profit/(loss) per share
-
Continuing operations
(470,637) 86,140 (1,851,531) (3,580,475)
Weighted average number of
shares on issue during the period
used in the calculation of basic
profit/(loss) per share 265,323,619 250,659,987 255,553,774 220,857,602

Diluted loss per share for the three and nine month period ended September 30, 2020 is the same as basic loss per share as it is unlikely that the warrants will be converted into common shares.

11. NOTES TO THE CASH FLOW STATEMENT

Reconciliation of loss after tax to net cash flows from operations

Profit / (Loss) for the period
Depreciation
Fair value gain on financial assets held for sale
Gain on sale of plant and equipment
Stock–based compensation
Non cash exploration expenditure
Termination agreement - Barrick
Administration costs
Issue of shares in lieu of salary
Movements in provisions, salary benefits
Net exchange and translation differences –
loss/(gain)
Net cash outflows used in operating activities
before change in working capital
Change in working capital
Net cash outflows used in operating activities
Three
months
ended
September
30, 2020
$
Three
months
ended
September
30, 2019
$
Nine
months
ended
September
30, 2020
$
Nine
months
ended
September
30, 2019
$
(470,637)
86,140
(1,851,531)
(3,580,475)
5,291
510
15,905
1,547
(9,434)
-
(81,955)
(5,128)
-
-
(974)
-
-
58,948
360,212
117,897
-
127,442
3,375
628,846
-
(1,000,000)
1,000,000
-
32,435
-
52,855
35,640
-
52,585
-
19,733
(27,086)
24,671
36,995
(20,251)
79,442
49,666
59,030
(439,658)
(642,169)
(1,428,046)
(1,688,433)
(24,131)
5,168
(179,191)
(94,604)
(463,789)
(637,001)
(1,607,237)
(1,783,037)

16

Sarama Resources Ltd An Exploration Stage Company Notes to the Condensed Interim Consolidated Financial Statements (Unaudited) Expressed in United States Dollars unless otherwise stated

12. CONTINGENT LIABILITY : DEFINITIVE AGREEMENT WITH BARRICK TO REGAIN 100% OWNERSHIP OF SOUTH HOUNDE PROJECT

On May 14, 2019, the Company announced that it had executed a definitive agreement (the “Agreement”) with Acacia Mining plc (“Acacia”) that provides for the termination of the 2014 earn-in agreement between the two companies in respect of the South Houndé Project (or the “Project”) in south-western Burkina Faso. The Agreement provides for Sarama to resume operatorship and regain a 100% interest in the Project.

On November 18, 2019, the Company announced that it had renegotiated certain terms of the Agreement resulting in an immediate return to 100% ownership of the Project and the reduction of the trailing reimbursement payment. The Company agreed to waive certain closing conditions and, in return, Barrick TZ Ltd (“Barrick”), formerly Acacia, agreed to amend and reduce the total trailing reimbursement from $2 million to $1 million, payable 12 months from the date of the amendment.

On June 24, 2020, the Company announced that Barrick agreed to defer the $1 million payable on November 18, 2020 to January 15, 2022 inclusive of interest at an annual rate of 10%. The total payable will now be $1.12 million.

Other key commercial terms to this Agreement that are considered a contingent liability are that Sarama will grant Barrick the right to commercial production-based payments consisting of:

  • US$1,000,000 on production of 10,000 oz gold;

  • US$1,000,000 on production of a further 5,000 oz gold;

  • royalty payments, capped at gold production of 1Moz Au, according to sliding-scale royalty rates of:

  • 1.0% for gold price ≤US$1300/oz;

  • 1.5% for gold prices >US$1300/oz and ≤US$1500/oz; and

  • 2.0% for gold prices >US$1500/oz;

As the Company cannot be certain whether it will enter into commercial production, the obligation to pay commercial production-based payments to Barrick is not recorded in the financial statements and is presented as a contingent liability.

13. SUBSEQUENT EVENTS

On October 7, 2020, Sarama undertook a consolidation of its issued and outstanding Shares on a 3:1 basis (the “Consolidation”). No fractional shares were issued as a result of the Consolidation. The Consolidation was approved by the Board pursuant to the new Articles of the Company approved by shareholders at the Company’s annual and special general meeting held on September 17, 2020.

Prior to the Consolidation, the Company had 270,299,769 Shares, 6,500,000 Warrants and 24,865,000 Options outstanding. Following the Consolidation, the Company had 90,099,894 Shares, 2,166,666 Warrants and 8,288,332 Options issued and outstanding. The Company’s name will remain unchanged post-Consolidation and the Shares will continue to trade on the TSXV under the SWA symbol.

17