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Sienna Resources Inc. — Interim / Quarterly Report 2021
Nov 19, 2021
43792_rns_2021-11-19_9d72049a-bb80-4dda-97e9-4ae98e38c1f2.pdf
Interim / Quarterly Report
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SIENNA RESOURCES INC.
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
September 30, 2021
NOTICE OF NO AUDITOR REVIEW
The unaudited condensed consolidated interim financial statements, and accompanying notes thereto, for the periods ended September 30, 2021 and 2020 have not been reviewed by the Company’s external auditor.
SIENNA RESOURCES INC.
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION
(Expressed in Canadian Dollars)
| ASSETS Current assets Cash and cash equivalents – Note 3 Receivables – Note 4 Prepaid expenses– Note 5 Total current assets Non-current assets Exploration and evaluation assets – Note 6 Total assets LIABILITIES Current liabilities Accounts payable and accrued liabilities – Notes 7 and 12 Flow-through share premium liability– Note 8 Total current liabilities Non-current liabilities Loans payable – Note 9 SHAREHOLDERS’ EQUITY Share capital – Note 10 Reserves – Note 10 Accumulated deficit Total shareholders’ equity Total liabilities and shareholders’ equity Nature and Continuance of Operations (Note 1) Subsequent events (Notes 6 and 15) |
September 30, 2021 December 31, 2020 $ 769,179 $ 1,237,113 27,050 36,837 4,037 11,484 |
|---|---|
| 800,266 1,285,434 1,077,804 422,462 |
|
| $1,878,070 $1,707,896 |
|
| $ 66,498 $ 363,012 7,979 14,493 |
|
| 74,477 377,505 35,318 32,776 |
|
| 109,795 410,281 |
|
| 23,360,813 22,554,056 4,221,054 3,838,903 (25,813,592) (25,095,344) |
|
| 1,768,275 1,297,615 |
|
| $1,878,070 $1,707,896 |
|
APPROVED BY THE DIRECTORS:
| “John Masters” Director John Masters |
“Jason Gigliotti” Director Jason Gigliotti |
|---|---|
The accompanying notes form an integral part of these condensed consolidated interim financial statements.
SIENNA RESOURCES INC.
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF LOSS AND COMPREHENSIVE LOSS
(Expressed in Canadian Dollars)
| Operating Expenses Consulting fees Corporate branding Directors’ fees – Note 12 Investor relations Management fees – Note 12 Office and miscellaneous Professional fees – Note 12 Resource expenses Shareholder information Share-based payments – Notes 10 and 12 Transfer agent and filing fees Travel Interest expense Interest income Other income on settlement of flow-through share premium – Note 8 Write-down of exploration and evaluation assets – Note 6 Net comprehensive loss for the period Loss per share – basic and diluted – Note 11 Weighted average number of shares outstanding – basic and diluted – Note 11 |
$ | Three months ended September 30, 2021 2020 - $ 12,299 $ 4,357 40,923 - - - - 43,500 41,500 11,392 11,716 11,958 15,276 - - 8,245 7,818 - - 2,951 5,369 3,441 7,698 |
Three months ended September 30, 2021 2020 - $ 12,299 $ 4,357 40,923 - - - - 43,500 41,500 11,392 11,716 11,958 15,276 - - 8,245 7,818 - - 2,951 5,369 3,441 7,698 |
Nine months ended September 30, 2021 2020 - $ 12,299 48,866 77,037 5,000 5,000 12,222 - 130,500 101,500 40,966 40,345 35,667 35,337 8,112 - 24,732 22,503 382,151 - 19,167 16,660 17,741 24,699 |
Nine months ended September 30, 2021 2020 - $ 12,299 48,866 77,037 5,000 5,000 12,222 - 130,500 101,500 40,966 40,345 35,667 35,337 8,112 - 24,732 22,503 382,151 - 19,167 16,660 17,741 24,699 |
|---|---|---|---|---|---|
| (85,844) | (142,599) | (725,124) | (335,380) | ||
| (868) 636 6,292 - |
- 766 - - |
(2,542) 2,904 6,514 |
- 1,688 - (258,413) |
||
| 6,060 | 766 | 6,876 | (256,725) | ||
| $ | (79,784) $ | (141,833) $ |
(718,248) $ |
(592,105) | |
| $ | (0.00) $ |
(0.00) $ |
(0.01) $ |
(0.01) | |
| 120,464,533 86,771,819 118,298,300 72,204,702 |
The accompanying notes form an integral part of these condensed consolidated interim financial statements.
SIENNA RESOURCES INC. CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS
(Expressed in Canadian Dollars)
| Operating Activities Loss for the period Adjustments for non-cash items: Accrued interest on loans payable Other income on settlement of flow-through share premium Share-based payments Write-down of exploration and evaluation assets Changes in non-cash working capital items: Receivables Prepaid expenses Accounts payable and accrued liabilities Cash used in operating activities Investing Activities Exploration and evaluation assets Cash used in investing activities Financing Activities Proceeds from issuance of loans Proceeds from issuance of share capital Share issue costs Cash provided by financing activities Change in cash and cash equivalents during the period Cash and cash equivalents, beginning of the period Cash and cash equivalents, end of the period |
Nine months ended September 30, 2021 2020 $ (718,248) $ (592,105) 2,542 - (6,514) - 382,151 - - 258,413 9,787 (4,483) 7,447 (30,597) (276,110) (588,458) |
|---|---|
| (598,945) (957,230) |
|
| (675,746) (277,188) |
|
| (675,746) (277,188) |
|
| - 40,000 806,757 2,177,500 - (91,587) |
|
| 806,757 2,125,913 |
|
| (467,934) 891,495 1,237,113 468,398 |
|
| $ 769,179 $1,359,893 |
Supplemental Disclosure with Respect to Cash Flows (Note 14)
The accompanying notes form an integral part of these condensed consolidated interim financial statements.
SIENNA RESOURCES INC.
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Expressed in Canadian Dollars)
Share Capital
| Balance, December 31, 2019 Shares issued for private placement Share issue costs Share purchase warrants exercised Stock options exercised Transfer of reserves on options exercised Broker warrants issued for private placement Shares issued for exploration and evaluation assets Loss for the period Balance, September 30, 2020 Shares issued for private placement Share issue costs Share purchase warrants exercised Stock options issued Flow-through share premium liability Loss for the period Balance, December 31, 2020 Share purchase warrants exercised Stock options issued Loss for the period Balance, September 30, 2021 |
Number of shares Amount Reserves Accumulated deficit Total 62,726,382 $ 20,332,586 $ 3,505,697 $ (22,537,385) $ 1,300,898 40,000,000 2,000,000 - - 2,000,000 - (91,587) - - (91,587) 3,290,000 164,500 - - 164,500 200,000 13,000 - - 13,000 - 4,076 (4,076) - - - (124,520) 124,520 - - 1,000,000 80,000 - - 80,000 - - - (592,105) (592,105) |
|---|---|
| 107,216,382 22,378,055 3,626,141 (23,129,490) 2,874,706 2,222,222 200,000 - - 200,000 - (14,277) - - (14,277) 250,000 12,500 - - 12,500 - - 212,762 - 212,762 - (22,222) - - (22,222) - - - (1,965,854) (1,965,854) |
|
| 109,688,604 22,554,056 3,838,903 (25,095,344) 1, 297,615 10,785,712 806,757 - - 806,757 - - 382,151 - 382,151 - - - (718,248) (718,248) |
|
| 120,474,316 $23,360,813 $4,221,054 $ (25,813,592) $1,768,275 |
The accompanying notes form an integral part of these condensed consolidated interim financial statements.
SIENNA RESOURCES INC.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Expressed in Canadian Dollars) September 30, 2021 – Page 1
1. NATURE AND CONTINUANCE OF OPERATIONS
Sienna Resources Inc. (the “Company”) was incorporated on March 11, 1983, under the British Columbia Company Act. The Company is an exploration stage public company and is listed on the TSX Venture Exchange ("Exchange"). The Company’s principal business activities include acquiring and exploring exploration and evaluation assets. At September 30, 2021, the Company had exploration and evaluation assets located in Canada, Sweden, Finland, Norway and the U.S.A.
The Company’s head office and principal business address is Suite 2905, 700 West Georgia Street, Vancouver, British Columbia, V7Y 1K8. The Company’s registered and records office is located at 900 – 885 West Georgia Street, Vancouver, British Columbia, V6C 3H1.
These condensed consolidated interim financial statements have been prepared on a going concern basis, which contemplates continuity of normal business activities and the realization of assets and discharge of liabilities in the normal course of business. At September 30, 2021, the Company had not yet achieved profitable operations, incurred a loss of $718,248 during the nine months ended September 30, 2021 and had an accumulated deficit of $25,813,592 since its inception. The Company expects to incur further losses in the development of its business, all of which may cast substantial doubt on the Company’s ability to continue as a going concern. The Company may require additional financing in order to conduct the planned work programs on its exploration and evaluation assets, meet its ongoing levels of corporate overhead and discharge its liabilities as they come due. While the Company has been successful in securing financings in the past, there is no assurance that it will be able to do so in the future. Accordingly, these condensed consolidated interim financial statements do not give effect to adjustments, if any, that would be necessary should the Company be unable to continue as a going concern. If the going concern assumption was not used, then the adjustments required to report the Company’s assets and liabilities on a liquidation basis could be material to these condensed consolidated interim financial statements.
2. BASIS OF PREPARATION
a) Statement of Compliance
These condensed consolidated interim financial statements of the Company have been prepared in accordance with International Accounting Standard 34 Interim Financial Reporting (“IAS34”) as issued by the International Accounting Standards Board (“IASB”). Therefore, these condensed consolidated interim financial statements do not include all of the information required for full annual financial statements, and should be read in conjunction with the Company’s most recently issued audited financial statements for the year ended December 31, 2020, which includes information necessary or useful to understanding the Company’s business and financial statement presentation. In particular, the Company’s significant accounting policies, use of judgements and estimates were presented in Note 2 and Note 3 of these audited financial statements, and have been consistently applied in the preparation of these condensed consolidated interim financial statements.
These condensed consolidated interim financial statements were authorized for issue by the Board of Directors on November 19, 2021.
Sienna Resources Inc. Notes to the condensed consolidated interim financial statements September 30, 2021 (Expressed in Canadian Dollars) – Page 2
2. BASIS OF PREPARATION (continued)
b) Basis of Consolidation
These condensed consolidated interim financial statements include the accounts of the Company and its wholly-owned subsidiaries. All inter-company balances, transactions, income and expenses have been eliminated upon consolidation.
c) Subsidiaries
Subsidiaries are entities controlled by the Company. Control exists when the Company has power over an investee, when the Company is exposed, or has rights, to variable returns from the investee and when the Company has the ability to affect those returns through its power over the investee. Subsidiaries are included in the condensed consolidated interim financial results of the Company from the effective date of acquisition up to the effective date of disposition or loss of control. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the Company.
The principal subsidiaries of the Company as of September 30, 2021 are as follows:
| Ownership | Ownership | |||
|---|---|---|---|---|
| Interest | Interest | |||
| Place of | September 30, | December 31, | ||
| Name of subsidiary | Principal activity | Incorporation | 2021 | 2020 |
| Sienna Resources Sweden AB | Holding company | Sweden | 100% | 100% |
| Sienna Resources(US)Inc. | Holdingcompany | USA | 100% | 100% |
3. CASH AND CASH EQUIVALENTS
The Company’s cash and cash equivalents are denominated in the following currencies and include the following components:
| Cash at bank in Canadian dollars Cash at bank in Sweden krona Short-term deposits |
September 30, 2021 December 31, 2020 $ 648,439 $ 1,064,120 86,240 138,493 34,500 34,500 |
|---|---|
| $769,179 $1,237,113 |
Sienna Resources Inc. Notes to the condensed consolidated interim financial statements September 30, 2021 (Expressed in Canadian Dollars) – Page 3
4. RECEIVABLES
The Company’s receivables comprise of goods and services tax (“GST”) and value-added tax ("VAT") receivable due from government taxation authorities.
| GST recoverable VAT recoverable Total receivables |
September 30, 2021 December 31, 2020 $ 6,578 $ 7,179 20,472 29,658 |
|---|---|
| $ 27,050 $ 36,837 |
All amounts are short-term and the net carrying value of receivables is considered a reasonable approximation of fair value. The Company anticipates full recovery of these amounts and therefore no impairment has been recorded against receivables. The Company’s receivables are all considered current and are not past due or impaired. The Company does not possess any collateral related to these assets.
5. PREPAIDS
The Company’s prepaids are comprised of fees prepaid to vendors of the Company and include the following components:
| Corporate branding Other prepaids Total prepaids |
September 30, 2021 December 31, 2020 $ 1,373 $ 8,023 2,664 3,461 |
|---|---|
| $ 4,037 $ 11,484 |
Sienna Resources Inc. Notes to the condensed consolidated interim financial statements September 30, 2021 (Expressed in Canadian Dollars) – Page 4
6. EXPLORATION AND EVALUATION ASSETS
| Balance, December 31 2019 Acquisition costs Deferred exploration expenditures Assay Claim maintenance fees Drilling Geological consulting Sampling Travel Write-down of exploration and evaluation assets Balance, December 31, 2020 Acquisition costs Deferred exploration expenditures Assay Claim maintenance fees Drilling Geological consulting Geological report Survey Travel and miscellaneous Advance for exploration Balance, September 30, 2021 |
YK White Gold ON Marathon North Palladium Property US Blue Clay Lithium Project Nevada Clayton Valley Deep Basin Lithium Brine Project Finland Kuusamo PGE-Ni-Cu- Co Project Norway Bleka Gold Project Sweden Slättberg Cobalt - Nickel - Copper Project Total $ 5,080 $ - $ - $ 78,178 $ - $ - $ 1,223,824 $ 1,307,082 - 15,700 - - 39,868 46,408 - 101,976 - - - - 7,324 11,314 2,474 21,112 - - - 14,381 - 13,878 7,676 35,935 - - - - - - 130,472 130,472 - 4,091 - - 6,673 55,431 24,896 91,091 - 51,202 - - 2,426 26,962 - 80,590 - 14,855 - - 4,411 24,280 27,229 70,775 - - - - - - (1,416,571) (1,416,571) |
|---|---|
| 5,080 85,848 - 92,559 60,702 178,273 - 422,462 - - 20,120 - 5,139 - - 25,259 - - - - 21,464 9,793 - 31,257 210 - - 12,821 - - - 13,031 - - - - - 321,518 - 321,518 - - - - 29,083 6,518 - 35,601 - 1,500 - - - 1,500 - 46,456 - - 26,473 - - 72,929 - 12,335 - - 19,437 11,696 - 43,468 - - - - 27,945 82,834 - 110,779 |
|
| $5,290 $146,139 $20,120 $105,380 $190,243 $610,632 $- $1,077,804 |
Balance, September 30, 2021
Title to Mineral Property Interests
Title to exploration and evaluation asset interests involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyancing history characteristic of many exploration and evaluation assets. The Company has investigated title to all of its exploration and evaluation assets and, to the best of its knowledge, title to all of its interests are in good standing. However, this should not be construed as a guarantee of title. The concessions may be subject to prior claims, agreements or transfers, and rights of ownership may be affected by undetected defects.
White Gold, Yukon
During the year ended December 31, 2009, the Company acquired a 100% interest in certain gold claims in the region of the White and Yukon Rivers for staking costs incurred of $106,896.
During the years ended December 31, 2011, 2013 and 2015, the Company decided not to renew certain claims and allowed them to lapse when they became due. Prior acquisition costs of $106,273 and exploration costs of $114,319 associated with these lapsed claims were written off.
The Company continues to hold a 100% interest in the remaining White Gold claims. As at September 30, 2021, the Company had spent a total of $4,667 in exploration expenditures on the remaining claims of this property.
Sienna Resources Inc. Notes to the condensed consolidated interim financial statements September 30, 2021 (Expressed in Canadian Dollars) – Page 5
6. EXPLORATION AND EVALUATION ASSETS (continued)
– Marathon North Palladium Property, Ontario Staking
In January 2020, the Company acquired a 100% interest in certain mineral claims in Northern Ontario for staking costs of $15,700.
As at September 30, 2021, the Company had spent a total of $130,439 in exploration expenditures on this property.
– Blue Clay Lithium Project, Nevada, U.S.A. Option Agreement
On September 30, 2021, the Company entered into an option agreement (the “Blue Clay Agreement”) with an arm’s length party (the “Seller”), whereby the Seller granted an option to the Company to acquire a 100% interest in certain mineral claims (the “Blue Clay Lithium Project”) located in the Esmeralda County in the Clayton Valley of Nevada, USA. In consideration, the Company is required to the following:
-
Pay $30,000 and issue 2,000,000 common shares (paid & issued subsequently) to the Seller within five days of Exchange approval;
-
Pay $30,000 and issue 1,000,000 common shares to the Seller prior to the date that is six months from the date of Exchange approval; and
-
Issue 1,000,000 common shares to the Seller prior to the date that is twelve months from the date of Exchange approval.
The Seller will retain a 1.5% NSR Royalty on this property. The Company will have the right to purchase 0.75% NSR Royalty for $500,000 at any time up to the commencement of production.
– Clayton Valley Deep Basin Lithium Brine Project, Nevada, U.S.A. Staking
In May 2016, the Company acquired a 100% interest in certain mineral claims of the Clayton Valley Deep Basin Lithium Brine Project in Nevada, U.S.A., for staking costs of $23,609.
As at September 30, 2021, the Company had incurred a total of $81,771 in claim maintenance fees on this property.
Kuusamo Property, Finland
In December 2017, the Company entered into an exploration and option agreement (the "Slättberg Option Agreement") with an arm's length party, a company organized under the laws of Sweden (the "Slättberg Vendor"). The Slättberg Option Agreement was subsequently amended a few times to extend the option period and to include additional projects. On May 18, 2020, the Company entered into the Fifth Amendment with the Slättberg Vendor to include future additional projects. Pursuant to the Fifth Amendment, the Slättberg Vendor has agreed to grant an option to the Company to acquire the mineral licence comprising the Kuusamo exploration project (the “Additional Project” or the “Kuusamo Property”) located in Finland.
Sienna Resources Inc. Notes to the condensed consolidated interim financial statements September 30, 2021 (Expressed in Canadian Dollars) – Page 6
6. EXPLORATION AND EVALUATION ASSETS (continued)
Kuusamo Property, Finland (continued)
Summary of commercial terms – Kuusamo Property: The Company can earn a 100% interest in the Kuusamo Property in Finland, subject to a 3% NSR royalty to the Slättberg Vendor by:
-
Issuing to the Slättberg Vendor 500,000 common shares within five business days upon Exchange approval (issued at a value of $35,000).
-
Reimbursing the Slättberg Vendor for the acquisition costs and expenses related to the Kuusamo Property (reimbursed).
-
Incurring exploration expenditures of at least $250,000 on or before May 27, 2022.
-
To exercise the Option to acquire a 100% interest in the Kuusamo Property, the Company will issue to the Slättberg Vendor an additional 1,500,000 common shares at the end of the two year option period, which is on or before May 27, 2022.
If the Company satisfies the conditions of the option agreement and elects to acquire the Kuusamo Property, the Slättberg Vendor will receive annual advance royalty (“AAR”) payments of US$25,000 commencing on the first anniversary of the option exercise date, with each AAR payment increasing by US$5,000 per year until reaching a cap of US$75,000 per year.
Under certain conditions, the Company may purchase 0.5% of the NSR royalty for a cash payment of $1.5 million subject to Exchange approval, leaving the Slättberg Vendor with a 2.5% NSR royalty.
As of September 30, 2021, the Company had incurred a total exploration expenditures of $117,291 and prepaid $27,945 in exploration costs on the Kuusamo Property.
Bleka and Vekselmyr Projects, Norway
On August 24, 2020, the Company entered into the Sixth Amendment with the Slättberg Vendor to include the Bleka and Vekselmyr Projects (the “BLE Projects”) in Norway. Pursuant to the Sixth Amendment, the Slättberg Vendor has agreed to grant an option to the Company to acquire 100% of the interest in the BLE Projects.
Summary of commercial terms – BLE Projects: The Company can earn a 100% interest in the BLE Projects in Norway, subject to a 3% NSR royalty to the Slättberg Vendor by:
-
Issuing to the Slättberg Vendor 500,000 common shares within five business days upon Exchange approval (issued at a value of $45,000).
-
Reimbursing the Slättberg Vendor for the acquisition costs and expenses related to the BLE Projects (reimbursed).
Sienna Resources Inc. Notes to the condensed consolidated interim financial statements September 30, 2021 (Expressed in Canadian Dollars) – Page 7
6. EXPLORATION AND EVALUATION ASSETS (continued)
Bleka and Vekselmyr Projects, Norway (continued)
-
Incurring exploration expenditures of at least $250,000 by September 1, 2021 (incurred).
-
Incurring exploration expenditures of additional $250,000 by September 1, 2022.
-
To exercise the Option to acquire a 100% interest in the BLE Projects, the Company will issue to the Slättberg Vendor an additional 1,500,000 common shares at the end of the two year option period, which is on or before September 1, 2022.
If the Company satisfies the conditions of the option agreement and elects to acquire the BLE Projects, the Slättberg Vendor will receive annual advance royalty (“AAR”) payments of US$25,000 commencing on the first anniversary of the option exercise date, with each AAR payment increasing by US$5,000 per year until reaching a cap of US$75,000 per year.
Under certain conditions, the Company may purchase 0.5% of the NSR royalty for a cash payment of $1.5 million subject to Exchange approval, leaving the Slättberg Vendor with a 2.5% NSR royalty.
As of September 30, 2021, the Company had incurred a total exploration expenditures of $481,390 and prepaid $82,834 in exploration costs on the BLE Projects.
7. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Accounts payable and accrued liabilities recognized in the statement of financial position can be analyzed as follows:
| counts payable and accrued liabilities recognized analyzed as follows: |
in the statement of financial positio |
|---|---|
| Trade payables Accrued liabilities Total accounts payable and accrued liabilities |
September 30, 2021 December 31, 2020 $ 50,184 $ 329,798 16,314 33,214 |
| $ 66,498 $ 363,012 |
All amounts are short-term.
8. FLOW-THROUGH SHARE PREMIUM LIABILITY
| Balance at December 31, 2019 Liability incurred on flow-through shares issued Liability derecognized due to exploration expenditures renounced to shareholders Balance at December 31, 2020 Liability derecognized due to exploration expenditures renounced to shareholders Balance at September 30, 2021 |
$ - 22,222 (7,729) |
|---|---|
| 14,493 (6,514) |
|
| $ 7,979 |
Sienna Resources Inc. Notes to the condensed consolidated interim financial statements September 30, 2021 (Expressed in Canadian Dollars) – Page 8
8. FLOW-THROUGH SHARE PREMIUM LIABILITY (continued)
In October 2020, the Company issued 2,222,222 flow-through shares at $0.09 per share for gross proceeds of $200,000. The premium received on the flow-through shares issued was determined to be $22,222 and was recorded as a share capital reduction. An equivalent premium liability was also recorded.
During the year ended December 31, 2020, the Company renounced and incurred the exploration expenditures. Accordingly, the Company derecognized the flow-through share premium liability of $7,729 and recognized it as other income.
During the nine months ended September 30, 2021, the Company renounced and incurred the exploration expenditures. Accordingly, the Company derecognized the flow-through share premium liability of $6,514 and recognized it as other income.
9. LOANS PAYABLE
On May 6, 2020, the Company received the Canada Emergency Business Account (“CEBA”) loan which is an interest-free loan to cover operating costs. The CEBA loan was launched by the government of Canada to support businesses by providing financing for their expenses that cannot be avoided or deferred, and assisting businesses for successful relaunch when the economy recovers from COVID-19. Repaying the balance of the loan on or before December 31, 2022 will result in a loan forgiveness of $10,000. Pursuant to IAS 20 Accounting for Government Grants and Disclosure of Government Assistance, the benefit of a government loan at below-market rate is treated as a government grant and measured in accordance with IFRS 9 Financial Instruments: the benefit of below-market rate shall be measured as the difference between initial carrying value of the loan (being the present value of a similar loan at market rates) and the proceeds received. The Company has estimated the initial carrying value of the CEBA Loan at $30,671, using a discount rate of 10%, which was the estimated rate for a similar loan without interest-free component. The difference of $9,329 has been accredited to the loan liability of the CEBA Loan and offset to other income on the statement of loss and comprehensive loss.
| Balance at December 31, 2019 Loan received Interest free benefit Finance expense Balance at December 31, 2020 Finance expense Balance at September 30, 2021 |
$ - 40,000 (9,329) 2,105 |
|---|---|
| 32,776 2,542 |
|
| $ 35,318 |
Sienna Resources Inc. Notes to the condensed consolidated interim financial statements September 30, 2021 (Expressed in Canadian Dollars) – Page 9
10. SHARE CAPITAL AND RESERVES
Authorized:
An unlimited number of common shares, without par value 100,000,000 Class A preferred shares, par value $10 100,000,000 Class B preferred shares, par value $50
(a) Private placements
Nine months ended September 30, 2021:
During the nine months ended September 30, 2021, the Company did not close any private placement.
Nine months ended September 30, 2020:
In August 2020, the Company closed a private placement (the "Offering") consisting of 40,000,000 units at $0.05 per unit for gross proceeds of $2,000,000. Each unit consisted of one common share and one share purchase warrant which entitles the holder to purchase one additional common share of the Company at a price of $0.08 per share until August 14, 2025. The Company incurred filing and legal fees of $14,987, paid an aggregate finders' fees of $76,600, and issued 1,532,000 broker warrants (the "Broker Warrants") in connection with the Offering. Each Broker Warrant is exercisable at $0.08 per share into one common share until August 14, 2025. The Broker Warrants were valued at $124,520, using the Black-Scholes pricing model with the following assumptions: dividend yield 0%, expected volatility 145.4%, risk-free interest rate 0.42% and an expected life of five years.
(b) Share purchase warrants
The following is a summary of changes in share purchase warrants from December 31, 2019 to September 30, 2021:
| Balance, December 31, 2019 Issued Exercised Expired Balance, December 31, 2020 Exercised Balance, September 30, 2021 |
Weighted Average Number Exercise Price 25,130,800 $0.18 41,532,000 $0.08 (3,540,000) $0.05 (3,150,000) $0.05 59,972,800 $0.13 (10,785,712) $0.07 49,187,088 $0.14 |
|---|---|
At September 30, 2021, the Company had 49,187,088 share purchase warrants outstanding. Each warrant entitles the holder the right to purchase one common share as follows:
| Exercise | ||
|---|---|---|
| Number | Price | Expiry Date |
| 13,110,800 | $0.30 | January 16, 2023 |
| 3,460,000 | $0.05 | July 2, 2024 |
| 32,616,288 | $0.08 | August 14, 2025 |
| 49,187,088 |
Sienna Resources Inc. Notes to the condensed consolidated interim financial statements September 30, 2021 (Expressed in Canadian Dollars) – Page 10
10. SHARE CAPITAL AND RESERVES (continued)
(c) Share-based payments
The Company has a stock option plan whereby the maximum number of shares reserved for issue under the plan shall not exceed 10% of the outstanding common shares of the Company, as at the date of grant. The maximum number of common shares reserved for issue to any one person under the plan cannot exceed 5% of the issued and outstanding number of common shares at the date of grant and the maximum number of common shares reserved for issue to a consultant or a person engaged in investor relations activities cannot exceed 2% of the issued and outstanding number of common shares at the date of grant. The exercise price of each option granted under the plan may not be less than the Discounted Market Price (as that term is defined in the policies of the TSX-V). Options may be granted for a maximum term of five years from the date of grant.
The following is a summary of changes in share purchase options from December 31, 2019 to September 30, 2021:
| Outstanding and exercisable, December 31, 2019 Granted Exercised Expired Outstanding and exercisable, December 31, 2020 Granted Outstanding and exercisable, September 30, 2021 |
Weighted Average Exercise Number Price 5,000,000 $0.07 6,000,000 $0.10 (200,000) $0.07 (4,800,000) $0.07 6,000,000 $0.10 5,500,000 $0.14 11,500,000 $0.11 |
|---|---|
As of September 30, 2021, 11,500,000 share purchase options were outstanding entitling the holders thereof the right to purchase one common share of the Company for each option held as follows:
| Number | |||
|---|---|---|---|
| Outstanding | Exercise Price | ExpiryDate | |
| 6,000,000 | $0.095 | October 1, 2021 | (Note 15) |
| 5,500,000 | $0.135 | March 19, 2022 | (Note 15) |
| 11,500,000 |
During the nine months ended September 30, 2021, Nil stock options were exercised (nine months ended September 30, 2020: 200,000 stock options were exercised at a price of $0.065 per share for gross proceeds of $13,000). The previously recognized share-based payment expense relating to these stock options were reclassified from share-based payment reserve to share capital in the amount of $4,076 during the nine months ended September 30, 2020.
Sienna Resources Inc. Notes to the condensed consolidated interim financial statements September 30, 2021 (Expressed in Canadian Dollars) – Page 11
10. SHARE CAPITAL AND RESERVES (continued)
(c) Share-based payments (continued)
During the nine months ended September 30, 2021, the Company granted 5,500,000 stock options with an exercise price of $0.135 and an expiry date of March 19, 2022 (nine months ended September 30, 2020: Nil stock options were granted). The weighted average fair value of the options issued during the nine months ended September 30, 2021 was estimated at $0.07 per option at the grant date using the Black-Scholes option pricing model with the following assumptions:
| Weighted average expected dividend yield Weighted average expected volatility Weighted average risk-free interest rate Weighted average expected term |
Nine months ended September 30, 2021 0.0% 139.3% 0.27% 1 year |
Nine months ended September 30, 2020 N/A N/A N/A N/A |
|---|---|---|
- Expected volatility has been based on historical volatility of the Company’s publicly traded shares.
Total expenses arising from share-based payment transactions recognized during the nine months ended September 30, 2021 were $382,151 (nine months ended September 30, 2020: $Nil).
11. LOSS PER SHARE
The calculation of basic and diluted loss per share was based on the following data:
| Nine months ended | Nine months ended | September 30, | September 30, | |
|---|---|---|---|---|
| 2021 | 2020 | |||
| Net Loss | $ | (718,248) |
$ | (592,105) |
| Weighted average number of common shares for the purpose of | ||||
| basic and diluted loss per share | 118,298,300 | 72,204,702 |
Basic loss per share is computed by dividing loss by the weighted average number of common shares outstanding during the period. Diluted loss per share reflects the potential dilution of common share equivalents, such as stock options and share purchase warrants, in the weighted average number of common shares outstanding during the period, if dilutive. All of the stock options and share purchase warrants currently issued (see Note 10) were anti-dilutive for the nine months ended September 30, 2021 and 2020.
Basic and diluted loss per share for the nine months ended September 30, 2021 was $(0.01) (nine months ended September 30, 2020: $(0.01)).
Sienna Resources Inc. Notes to the condensed consolidated interim financial statements September 30, 2021 (Expressed in Canadian Dollars) – Page 12
12. RELATED PARTY TRANSACTIONS
Key management personnel compensation
Key management personnel include persons having the authority and responsibility for planning, directing and controlling the actions of the Company and its subsidiaries as a whole. Their remuneration includes the following:
| Nine months ended | Nine months ended | September 30, | September 30, | |
|---|---|---|---|---|
| 2021 | 2020 | |||
| Directors’ fees | $ | 5,000 | $ | 5,000 |
| Management fees | 130,500 | 101,500 | ||
| Professional fees | 33,761 | 33,515 | ||
| Share-based payments * | 191,075 | - | ||
| $ | 360,336 | $ | 140,015 |
- Share-based payments are the fair value of options granted to key management personnel as at the grant date.
Related party balances
At September 30, 2021, accounts payable and accrued liabilities include $27,876 (December 31, 2020: $220,248) payable to two directors and a former director of the Company, and one private company controlled by a director of the Swedish subsidiary for unpaid fees. These amounts are unsecured, non-interest bearing and payable on demand.
13. SEGMENTAL REPORTING
The Company operates in one business segment, being the acquisition and exploration of mineral properties. The Company’s exploration and evaluation assets are distributed by geographic location as follows:
| Canada Finland Norway U.S.A. |
September 30, 2021 December 31, 2020 $ 151,429 $ 90,928 190,243 60,702 610,632 178,273 125,500 92,559 |
|---|---|
| $ 1,077,804 $ 422,462 |
Sienna Resources Inc. Notes to the condensed consolidated interim financial statements September 30, 2021 (Expressed in Canadian Dollars) – Page 13
14. SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS
Investing and financing activities that do not have a direct impact on cash flows are excluded from the statement of cash flows. The following transactions were excluded from the statements of cash flows:
Nine months ended September 30, 2021:
- a) As at September 30, 2021, the Company accrued exploration and evaluation assets of $23,588 in accounts payable and accrued liabilities.
Nine months ended September 30, 2020:
-
a) As at September 30, 2020, the Company accrued exploration and evaluation assets of $53,331 in accounts payable and accrued liabilities.
-
b) The Company issued a total of 1,000,000 common shares to the Slattberg Vendor valued at $80,000 pursuant to the Fifth and Sixth Amendment to the Slättberg Option Agreement.
-
c) The Company issued broker warrants at a value of $124,520 as share issue costs (Note 10).
15. SUBSEQUENT EVENTS
Subsequent to September 30, 2021, the following occurred:
-
a) 400,000 share purchase warrants were exercised into common shares at a price of $0.08 per share for gross proceeds of $32,000;
-
b) The Company granted 2,500,000 stock options to its directors, officers and consultants at an exercise price of $0.12 per share for a period of 12 months;
-
c) 6,000,000 stock options at an exercise price of $0.095 per share expired unexercised; and
-
d) 200,000 stock options at an exercise price of $0.135 per share were forfeited due to resignation of one director.