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Silver Elephant Mining Corp. — Interim / Quarterly Report 2025
Nov 14, 2024
43875_rns_2024-11-13_439cedbe-0ef6-4543-8ef3-c4eb6a71e8b6.pdf
Interim / Quarterly Report
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Condensed Interim Consolidated Financial Statements (Unaudited)
For the Three and Six Months Ended September 30, 2024
(Expressed in Canadian Dollars)
NOTICE OF NO REVIEW BY AUDITOR
In accordance with National Instrument 51-102 Continuous Disclosure Obligations of The Canadian Securities Administrators we hereby give notice that our condensed interim consolidated financial statements for the three and six months ended September 30, 2024, which follow this notice, have not been reviewed by an auditor.
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Condensed Interim Consolidated Statements of Financial Position (Unaudited) (Expressed in Canadian Dollars)
Silver Elephant Mining Corp.
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| September 30, | March 31, | |
|---|---|---|
| 2024 | 2024 | |
| ($) | ($) | |
| Assets | ||
| Current assets | ||
| Cash | 1,223,482 | 2,209,099 |
| Receivables (note 4) | 73,961 | 82,616 |
| Prepaid expenses | 356,032 | 284,692 |
| Due from CleanTech(note 18) | 1,117,043 | - |
| 2,770,518 | 2,576,407 | |
| Non-current assets | ||
| Exploration and evaluation assets (note 8) | 21,941,776 | 42,253,511 |
| Land (note 5) | - | 3,627,076 |
| Investment in CleanTech (note 9) | 1,493,430 | 1,534,784 |
| Buildings and structures (note 7) | - | 657,567 |
| Equipment (note 6) | - | 28,516 |
| Other non-current assets(note 11) | 80,389 | 61,922 |
| Total assets | 26,286,113 | 50,739,783 |
| Liabilities And Equity | ||
| Current liabilities | ||
| Accounts payable and accrued liabilities (note 18) | 2,250,395 | 3,672,760 |
| Due to CleanTech (note 18) | - | 1,926,807 |
| Promissory note (note 12) | - | 3,985,681 |
| Other current liabilities(note 11,13) | 59,827 | 1,318,336 |
| 2,310,222 | 10,903,584 | |
| Non-current liabilities | ||
| Lease liability (note 11) | - | 7,936 |
| Other non-current liabilities (note 14) | 2,288,914 | 2,437,914 |
| Provision for closure and reclamation(note 15) | 1,618,600 | 2,085,996 |
| Total liabilities | 6,217,736 | 15,435,430 |
| Equity | ||
| Share capital (note 16) | 221,176,643 | 219,568,237 |
| Reserves (note 16) | 28,813,475 | 28,740,877 |
| Accumulated other comprehensive income | 163,551 | 530,098 |
| Deficit | (230,067,476) | (226,913,916) |
| Equity attributable to equity holders of parent | 20,086,193 | 21,925,296 |
| Equityattributable to non-controllinginterest(note 17) | (17,816) | 13,379,057 |
| Total equity | 20,068,377 | 35,304,353 |
| Total liabilities and equity | 26,286,113 | 50,739,783 |
Nature of Operations and Going Concern (note 1) Subsequent Events (note 26)
Approved by the Board of Directors
“John Lee” “Greg Hall” John Lee – Director Greg Hall – Director
The accompanying notes are an integral part of these consolidated financial statements.
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Condensed Interim Consolidated Statements of Comprehensive Loss (Unaudited) (Expressed in Canadian Dollars)
Silver Elephant Mining Corp.
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| (Expressed in Canadian Dollars) | ||
|---|---|---|
| Three Months Ended | Six Months Ended | |
| September 30, September 30, 2024 2023 ($) ($) |
September 30, September 30, 2024 2023 ($) ($) |
|
| General and administrative expenses Amortization (note 6, 7 and 11) Advertising and promotion Consulting and management fees (note 18) Director fees (note 18) Insurance Office and administration Professional fees Salaries and benefits (note 18) Share-based payments (note 16c, 17b, 17c and 17d) Stock exchange and shareholder services Travel and accommodation |
1,206 38,871 3,654 9,279 131,382 197,944 38,000 87,749 19,619 47,258 31,269 120,781 29,512 169,612 161,200 442,770 245,485 511,153 89,974 104,484 24,672 59,828 |
25,630 79,472 46,451 98,180 269,718 433,435 71,200 124,778 54,394 95,489 79,374 186,977 198,721 399,372 564,158 884,450 367,356 911,306 203,468 215,886 28,546 106,544 |
| Other items Other income Finance expense Foreign exchange gain (loss) Impairment of exploration and evaluation asset (note 8) Loss from equity accounted investment (note 9) Loss from deconsolidation of Nevada Vanadium (note 17e) Gain (loss) from fair value change in derivative liabilities (note 13) Gain (loss) from care and maintenance of coal properties (note 20) |
(775,973) (1,789,729) 167,004 392,091 - (58,212) 3,802 (20,112) (20,495) - (718,662) - (386,939) - 19,011 8,759 (176,048) 176,825 |
(1,909,016) (3,535,889) 178,986 358,233 (79,925) (113,053) (7,771) (18,015) (20,495) - (1,470,677) - (386,939) - (178,934) 335,905 (145,640) (18,359) |
| Net loss for theperiod | (1,888,300) (1,290,378) |
(4,020,411) (2,991,178) |
| Other comprehensive income: Foreign currencytranslation |
189,110 658,553 |
489,139 238,471 |
| Comprehensive loss for theperiod | (1,699,190) (631,825) |
(3,531,272) (2,752,707) |
| Net loss attributable to: Equity holders of parent Non-controllinginterest(note 17) |
(1,708,789) (437,430) (179,511) (852,948) |
(3,153,560) (1,392,516) (866,851) (1,598,662) |
| (1,888,300) (1,290,378) |
(4,020,411) (2,991,178) |
|
| Comprehensive income (loss) attributable to: Equity holders of parent Non-controllinginterest(note 17) |
(1,519,679) 25,534 (179,511) (657,359) |
(2,803,442) (1,130,725) (727,830) (1,621,982) |
| (1,699,190) (631,825) |
(3,531,272) (2,752,707) |
|
| Basic and diluted loss per share attributable equity holders of parent Basic and diluted weighted average number of shares outstanding (note 16e) |
(0.05) (0.01) 36,220,483 32,514,962 |
(0.09) (0.04) 34,997,541 32,344,597 |
The accompanying notes are an integral part of these consolidated financial statements.
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Condensed Interim Consolidated Statements of Shareholders’ Equity (Unaudited) (Expressed in Canadian Dollars)
Silver Elephant Mining Corp.
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| Total | ||||||||
|---|---|---|---|---|---|---|---|---|
| Number | Share | Shareholders’ | ||||||
| of | Capital | Reserves | AOCI1 | Deficit | Equity | NCI2 |
Total | |
| Shares | ($) | ($) | ($) | ($) | ($) | ($) | ($) | |
| Balance, April 1, 2023 | 32,084,966 | 219,321,270 | 28,958,228 | 463,740 | (220,375,871) | 28,367,367 | 33,441,020 | 61,808,387 |
| Shares issued to settle liability (note 16) |
116,953 | 54,967 | - | - | - | 54,967 | - | 54,967 |
| Private placements (note 16) |
639,999 | 192,000 | - | - | - | 192,000 | - | 192,000 |
| Share-based payments (“SBP”) (note 16(c)) |
- | - | 350,980 | - | - | 350,980 | - | 350,980 |
| Changes in NCI ownership (note 17(a)) |
- | - | (769,368) | - | - | (769,368) | 2,076,851 | 1,307,483 |
| SBP - CleanTech | - | - | - | - | - | - | 393,565 | 393,565 |
| SBP - Nevada Vanadium | - | - | - | - | - | - | 194,759 | 194,759 |
| Net loss | - | - | - | - | (1,392,516) | (1,392,516) | (1,598,662) | (2,991,178) |
| Other comprehensive income(loss) |
- | - | - | 261,791 | - | 261,791 | (23,320) | 238,471 |
| Balance, September 30, 2023 |
32,841,918 | **219,568,237 ** | 28,539,840 | **725,531 ** | (221,768,387) | 27,065,221 | 34,484,213 | 61,549,434 |
| Balance, April 1, 2024 | 32,841,918 | 219,568,237 | 28,740,877 | 530,098 | (226,913,916) | 21,925,296 | 13,379,057 | 35,304,353 |
| Bonus shares (note 16) | 124,270 | 37,380 | - | - | - | 37,380 | - | 37,380 |
| Private placements (note 16) |
3,679,054 | 1,636,815 | - | - | - | 1,636,815 | - | 1,636,815 |
| Finders’ fees (note 16) | 193,578 | (87,289) | - | - | - | (87,289) | - | (87,289) |
| Stock options exercised | 50,000 | 21,500 | - | - | - | 21,500 | - | 21,500 |
| SBP (note 16(c)) | - | - | 246,512 | - | - | 246,512 | - | 246,512 |
| Changes in NCI ownership (note 17(a)) |
- | - | - | - | - | - | (215,257) | (215,257) |
| Derecognition of NCI – | ||||||||
| Nevada Vanadium | - | - | (173,914) | (716,665) | - | (890,579) | (12,576,323) | (13,466,902) |
| (note 17) | ||||||||
| SBP - Nevada Vanadium (note 17(d)) |
- | - | - | - | - | - | 17,630 | 17,630 |
| SBP – Oracle (note 17(b)) |
- | - | - | - | - | - | 104,907 | 104,907 |
| Net loss | - | - | - | - | (3,153,560) | (3,153,560) | (866,851) | (4,020,411) |
| Other comprehensive income |
- | - | - | 350,118 | - | 350,118 | 139,021 | 489,139 |
| Balance, September 30, 2024 |
36,888,820 | **221,176,643 ** | 28,813,475 | **163,551 ** | (230,067,476) | 20,086,193 | (17,816) | 20,068,377 |
1 Accumulated other comprehensive income (loss) (“AOCI”)
2 Non-controlling interest (“NCI”)
The accompanying notes are an integral part of these consolidated financial statements.
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Silver Elephant Mining Corp. Condensed Interim Consolidated Statements of Cash Flows (Unaudited) (Expressed in Canadian Dollars)
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| Six Months Ended | |
|---|---|
| September 30, September 30, 2024 2023 ($) ($) |
|
| Operating Activities Net loss for the period Items not involving cash: Amortization and accretion Share-based payments Loss (gain) from fair value change in derivative liabilities Gain from sale of Titan Project included in other income (note 8) Gain from sale of partial land included in other income (note 5) Impairment of exploration and evaluation asset (note 8) Loss from equity accounted investment (note 9) Loss from deconsolidation of Nevada Vanadium (note 17e). Change in provision for closure and reclamation Finance expense Unrealized foreign exchange |
(4,020,411) (2,991,178) 25,630 79,472 367,356 911,306 178,934 (335,905) - (430,257) - (119,803) 20,495 - 1,470,677 - 386,939 - 8,790 (166,017) 72,488 113,053 (20,659) 124,486 |
| Changes in non-cash working capital Accounts receivable Prepaid expenses Accounts payable and accrued liabilities Other current liabilities Other non-current liabilities Due from CleanTech |
(1,509,761) (2,814,843) 1,179 392,624 (115,020) 203,166 285,373 (129,411) (1,016,076) - 1,157,490 1,534,343 (730,261) - |
| Cash used in operatingactivities | (1,927,076) (814,121) |
| Investing Activities Exploration and evaluation assets Net proceeds from sale of Titan Project (note 8) Net proceeds from sale of partial land (note 5) Derivative assets (note 13) Deconsolidation of Nevada Vanadium |
(465,920) (1,397,903) - 231,000 - 507,161 (178,934) - (18,335) - |
| Cash used in investingactivities | (663,189) (659,742) |
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Silver Elephant Mining Corp. Condensed Interim Consolidated Statements of Cash Flows (Unaudited) (Expressed in Canadian Dollars)
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Consolidated Statements of Cash Flows - continued
| Consolidated Statements of Cash Flows-continued | |
|---|---|
| Six Months Ended | |
| September 30, September 30, 2024 2023 ($) ($) |
|
| Financing Activities Proceeds from share issuances (note 16(b)) Proceeds from stock options exercised Proceeds from share issuance of subsidiaries (note 17(a)) Subsidiary subscriptions received Partial repayment of promissory note (note 12) Sale of shares of subsidiary Leasepayments(note 11) |
1,549,526 246,967 21,500 - 399,150 1,356,800 - 720,707 (344,240) (508,571) 15,742 212,765 (11,447) (10,704) |
| Cash from financingactivities | 1,630,231 2,017,964 |
| Effect of foreign exchange on cash | 3,167 32,050 |
| Increase (decrease) in cash Cash, beginning of period Restricted cash |
(956,867) 576,151 2,209,099 1,504,969 (28,750) - |
| Cash, end ofperiod | 1,223,482 2,081,120 |
Supplemental cash flow information (note 21)
The accompanying notes are an integral part of these consolidated financial statements.
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Silver Elephant Mining Corp. Notes to the Condensed Interim Consolidated Financial Statements (Unaudited) For the Three and Six Months Ended September 30, 2024 (Expressed in Canadian Dollars except where noted)
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1. Description of Business and Nature of Operations
Silver Elephant Mining Corp. (the “Company” or “Silver Elephant”) is incorporated under the laws of the province of British Columbia, Canada. The common shares of the Company are listed for trading on the Toronto Stock Exchange (the “TSX”) under the symbol “ELEF” and on the Frankfurt Stock Exchange under the symbol “1P2” and are quoted on the OTCQB under the symbol “SILEF”. The Company maintains its registered and records office at Suite 1610 – 409 Granville Street, Vancouver, British Columbia, Canada, V6C 1T2.
The Company is a silver mining company, with its flagship Pulacayo-Paca project in Bolivia (the “Pulacayo Paca Project”) which has been in production since October 2023. The Company also owns or holds 100% interests in each of the following projects: (a) the El Triunfo gold-silver-lead-zinc project in Bolivia (the “Triunfo Project” (b) the Ulaan Ovoo coal project located in Mongolia, and (c) the Chandgana coal project, located in Mongolia; all of which have been fully impaired. The recoverability of the amounts shown for exploration and evaluation assets are dependent upon the existence of economically recoverable reserves (the Company has not completed the studies required to categorize any of its current resource as reserves), the ability of the Company to obtain necessary financing to complete the development of those reserves and upon future profitable production or from proceeds of disposition. The Company’s exploration and evaluation activities are not dependent on seasonality and may operate year-round; however, the Company may adjust the level of exploration and evaluation activities to manage its capital structure in light of changes in global economic conditions. To date, the Company has not received any revenue from commercial mining operations and is not in commercial production.
These consolidated financial statements have been prepared on a going concern basis which implies that the Company will continue realizing assets and discharging liabilities in the normal course of business for the foreseeable future. Should the going concern assumption not continue to be appropriate, further adjustments to carrying values of assets and liabilities may be required.
At September 30, 2024 (the “Financial Position Date”), the Company had working capital of $460,296 (March 31, 2024 - deficiency of $8,327,177) and an accumulated deficit of $230,067,476 (March 31, 2024 - $226,913,916). Accordingly, the ability of the Company to realize the carrying value of its assets and continue operations as a going concern is dependent upon its ability to raise additional debt or equity to fund ongoing costs of operations and/or secure new or additional partners in order to advance its projects. These material uncertainties may cast significant doubt upon the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments relating to the recovery of assets and classification of assets and liabilities that may arise should the Company be unable to continue as a going concern and such adjustments could be material.
2. Basis Of Presentation
(a) Statement of Compliance
These condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standards 34, Interim Financial Reporting (“IAS 34”) using accounting policies consistent with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). These condensed interim consolidated financial statements have been prepared using the same accounting policies and methods of computation as the most recent annual financial statements for the year ended March 31, 2024.
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Silver Elephant Mining Corp. Notes to the Condensed Interim Consolidated Financial Statements (Unaudited) For the Three and Six Months Ended September 30, 2024 (Expressed in Canadian Dollars except where noted)
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2. Basis Of Presentation - continued
These condensed interim consolidated financial statements were approved by the Board of Directors and authorized for issue on November 13, 2024.
(b) Basis of Measurement
These consolidated financial statements have been prepared on the historical cost basis. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information. Certain amounts in the prior period have been reclassified to conform with the presentation in the current period.
(c) Basis of Consolidation
Subsidiaries are all entities over which the Company has control. The Company controls an entity where 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. Subsidiaries are deconsolidated from the date that control ceases. All intercompany balances, transactions, income and expenses, and profits or losses are eliminated on consolidation.
These consolidated financial statements include the accounts of the Company and its subsidiaries as follows:
| Entity | Location | Ownership Interest at | Project |
|---|---|---|---|
| September 30, 2024 | |||
| Apogee Minerals Bolivia SA (“Apogee Bolivia”) | Bolivia | 100% | Pulacayo Paca Project |
| ASC Bolivia LDC (“ASC Bolivia”) | Cayman | 100% | Pulacayo Paca Project |
| ASC Holdings Limited (“ASC Holdings”) | Cayman | 100% | n/a |
| Chandgana Coal LLC | Mongolia | 100% | Chandgana Project |
| Illumina Silver Bolivia S.A. | Bolivia | 100% | n/a |
| Illumina Silver Mining Corp. (“ISMC”) | Canada | 100% | Triunfo Project |
| Mega Thermal Coal Corp. (formerly Asia Mining Inc.) | Canada | 100% | n/a |
| Prophecy Power Generation LLC | Mongolia | 100% | n/a |
| Red Hill Mongolia LLC | Mongolia | 100% | Ulaan Ovoo Project |
| Silver Elephant Bolivia S.A. | Bolivia | 100% | n/a |
| UGL Enterprises LLC | Mongolia | 100% | Ulaan Ovoo Project |
| Oracle CommodityHoldingCorp.(“Oracle”) | Canada | 35% | n/a |
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Silver Elephant Mining Corp. Notes to the Condensed Interim Consolidated Financial Statements (Unaudited) For the Three and Six Months Ended September 30, 2024 (Expressed in Canadian Dollars except where noted)
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2. Basis Of Presentation – continued
De facto control exists in circumstances when an entity owns less than 50% voting rights in another entity but has control for reasons other than voting rights or contractual and other statutory means. These consolidated financial statements include the results of Oracle, CleanTech Vanadium Mining Corp. (formerly Flying Nickel Mining Corp.) (“CleanTech” or “Flying Nickel”) and Nevada Vanadium Mining Corp. (“Nevada Vanadium”) and its subsidiaries, as applicable, as management has determined that the Company has or had de facto control over these entities as the Company has the practical ability to direct the relevant activities of these entities for certain periods presented.
As at the date of the Spin-off Arrangement (note 17), the Company had a 40% ownership interest in Oracle. As at the Financial Position Date, this ownership interest decreased to 35%. The Company has de facto control over Oracle since the Company has: 1) power over Oracle, 2) exposure or rights to variable returns from its involvement with Oracle, and 3) the ability to use its power over Oracle to affect the amount of its returns from Oracle. As a result, the Company consolidates the accounts of Oracle in its consolidated financial statements, which also included the accounts of Nevada Vanadium (and its subsidiaries), and CleanTech for certain periods.
As at the date of the Spin-off Arrangement, Oracle had a 41% ownership interest in CleanTech and a 46% ownership interest in Nevada Vanadium. Oracle ceased to have de facto control over CleanTech as at October 1, 2023, therefore CleanTech and its Minago Project were deconsolidated from the Company’s financial statements effective October 1, 2023 (note 9). On August 16, 2024, CleanTech acquired Nevada Vanadium (note 17e).
(d) Significant Judgments and Estimates
The preparation of financial statements in accordance with IFRS requires management to make estimates and assumptions which affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company’s management reviews these estimates and underlying assumptions on an ongoing basis, based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to estimates are adjusted for prospectively in the period in which the estimates are revised.
Estimates and assumptions used by management where there is risk of material adjustments to assets and liabilities in future accounting periods include the estimated useful lives of depreciated and amortized assets, and exploration and evaluation assets, assumptions used in determination of the fair value of share-based payments, decommissioning, restoration and similar liabilities and contingent liabilities.
The Company assesses its mineral properties’ rehabilitation provision at each reporting date or when new material information becomes available. Exploration, development and mining activities are subject to various laws and regulations governing the protection of the environment. In general, these laws and regulations are continually changing, and the Company has made, and intends to make in the future, expenditures to comply with such laws and regulations. Accounting for reclamation obligations requires management to make estimates of the future costs that the Company will incur to complete the reclamation work required to comply with existing laws and regulations at each location. Actual costs incurred may differ from those amounts estimated.
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Silver Elephant Mining Corp. Notes to the Condensed Interim Consolidated Financial Statements (Unaudited) For the Three and Six Months Ended September 30, 2024 (Expressed in Canadian Dollars except where noted)
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2. Basis Of Presentation – continued
The preparation of financial statements in accordance with IFRS requires the Company to make judgments, apart from those involving estimates, in applying accounting policies. The most significant judgments in preparing the Company’s financial statements include the assumption that the Company will continue as a going concern and whether the Company has significant influence over other entities, classification of expenditures as exploration and evaluation expenditures or operating expenses, the classification of financial instruments and determining de facto control (note 2(c)).
Areas of significant judgment and estimates made by management for the three and six months ended September 30, 2024, in the application of IFRS that have a significant effect on the financial statements and estimates with a significant risk of material adjustment in the current and following fiscal years are discussed in note 2(c) of the Company’s audited financial statements for the year ended March 31, 2024.
3. Material Accounting Policy Information
- (a) Changes in Accounting Policies
Classification of liabilities as current or non-current (amendments to IAS 1)
The amendments aim to promote consistency in applying the requirements by helping entities determine whether, in the statement of financial position, debt and other liabilities with an uncertain settlement date should be classified as current (due or potentially due to be settled within one year) or non-current.
The amendments are applied on or after the first annual reporting period beginning on or after January 1, 2024, with early application permitted. The amendments were implemented by the Company effective April 1, 2024 and did not have a material impact on the Company’s consolidated financial statements.
- (b) Future Changes in Accounting Standards
In April 2024, the IASB issued IFRS 18, Presentation and Disclosure in Financial Statements (“IFRS 18”) , the new standard on presentation and disclosure in financial statements, with a focus on updates to the statement of profit or loss. The key new concepts introduced in IFRS 18 relate to:
-
the structure of the statement of profit or loss;
-
required disclosures in the financial statements for certain profit or loss performance measures that are reported outside an entity’s financial statements; and
-
enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes in general.
IFRS 18 will replace IAS 1; many of the other existing principles in IAS 1 are retained, with limited changes. IFRS 18 will not impact the recognition or measurement of items in the financial statements, but it might change what an entity reports as its ‘operating profit or loss’. IFRS 18 will apply for reporting periods beginning on or after 1 January 2027 and also applies to comparative information.
The Company is currently evaluating the impact of IFRS 18 on its consolidated financial statements.
Certain accounting standards or amendments to existing accounting standards that have been issued but have future effective dates are either not applicable or are not expected to have a significant impact on the Company’s consolidated financial statements.
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Silver Elephant Mining Corp.
Notes to the Condensed Interim Consolidated Financial Statements (Unaudited) For the Three and Six Months Ended September 30, 2024 (Expressed in Canadian Dollars except where noted)
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4. Receivables
| September 30, | March 31, | |
|---|---|---|
| 2024 | 2024 | |
| ($) | ($) | |
| Value added tax receivables | 40,446 | 37,197 |
| Other receivables | 33,515 | 45,419 |
| Total | 73,961 | 82,616 |
5. Fish Creek Ranch
On April 6, 2022, Nevada Vanadium acquired the Fish Creek Ranch property located in Eureka County, Nevada USA. The Fish Creek Ranch is adjacent to the Gibellini Project, contains a part of the irrigation canal, and will provide support to the Gibellini Project (note 8) in the form of water supply.
On September 21, 2023, Nevada Vanadium sold a parcel of land from the Fish Creek Ranch for gross proceeds of $539,555 (US$400,041), of which $168,594 (US$125,000) was used to partially repay the promissory note (note 12). Transaction costs totaled $32,393 (US$24,018).
The FCR was deconsolidated from the Company’s consolidated financial statements as a result the Nevada Vanadium Transaction (note 17e).
The carrying value of land at the Fish Creek Ranch is as follows:
| $ | |
|---|---|
| Balance, April 1, 2023 | 4,044,061 |
| Disposals | (419,752) |
| Foreign exchange effect | 2,767 |
| Balance, March 31, 2024 | 3,627,076 |
| Foreign exchange effect | 36,150 |
| Deconsolidation of Nevada Vanadium | (3,663,226) |
| Balance, September 30, 2024 | - |
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Silver Elephant Mining Corp. Notes to the Condensed Interim Consolidated Financial Statements (Unaudited) For the Three and Six Months Ended September 30, 2024 (Expressed in Canadian Dollars except where noted)
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6. Equipment
The following table summarizes the Company’s equipment information as at the dates presented:
| Computer | Furniture and | Mining | FCR | |||
|---|---|---|---|---|---|---|
| Equipment | Equipment | Vehicles | Equipment | Equipment | Total | |
| ($) | ($) | ($) | ($) | ($) | ($) | |
| Cost | ||||||
| Balance, April 1, 2023 | 101,928 | 276,830 | 241,208 | 12,221 | 479,443 | 1,111,630 |
| Foreign exchange | - | - | (487) | 26 | (21,735) | (22,196) |
| Balance, March 31, 2024 | 101,928 | 276,830 | 240,721 | 12,247 | 457,708 | 1,089,434 |
| Foreign exchange | - | - | 1,129 | 111 | 4,029 | 5,269 |
| Deconsolidation of Nevada Vanadium | - | - | (57,977) | (12,358) | (461,737) | (532,072) |
| Balance, September 30, 2024 | 101,928 | 276,830 | 183,873 | - | - | 562,631 |
| Accumulated Amortization | ||||||
| Balance, April 1, 2023 | (101,928) | (276,830) | (204,031) | (2,797) | (89,366) | (674,952) |
| Amortization | - | - | (17,148) | (2,439) | (362,813) | (382,400) |
| Foreign exchange | - | - | (1,429) | (269) | (1,868) | (3,566) |
| Balance, March 31, 2024 | (101,928) | (276,830) | (222,608) | (5,505) | (454,047) | (1,060,918) |
| Amortization | - | - | (4,350) | (618) | (3,163) | (8,131) |
| Foreign exchange | - | - | (400) | (55) | (4,527) | (4,982) |
| Deconsolidation of Nevada Vanadium | - | - | 43,485 | 6,178 | 461,737 | 511,400 |
| Balance, September 30, 2024 | (101,928) | (276,830) | (183,873) | - | - | (562,631) |
| Net book value, March 31, 2024 | - | - | 18,113 | 6,742 | 3,661 | 28,516 |
| Net book value, September 30, 2024 | - | - | - | - | - | - |
13
Silver Elephant Mining Corp. Notes to the Condensed Interim Consolidated Financial Statements (Unaudited) For the Three and Six Months Ended September 30, 2024 (Expressed in Canadian Dollars except where noted)
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7. Buildings and Structures
The continuity of buildings and structures relating to the Fish Creek Ranch are as follows:
($)
| Cost | |
|---|---|
| Balance, April 1, 2023 | 713,657 |
| Foreign exchange effect | 686 |
| Balance, March 31, 2024 | 714,343 |
| Foreign exchange effect | 7,120 |
| Deconsolidation of Nevada Vanadium | (721,463) |
| Balance, September 30, 2024 | - |
| Accumulated Amortization | |
| Balance, April 1, 2023 | (28,077) |
| Amortization | (28,450) |
| Foreign exchange effect | (249) |
| Balance, March 31, 2024 | (56,776) |
| Amortization | (7,216) |
| Foreign exchange effect | (564) |
| Deconsolidation of Nevada Vanadium | 64,556 |
| Balance, September 30, 2024 | - |
| Net book value, March 31, 2024 | 657,567 |
| Net book value, September 30, 2024 | - |
14
Silver Elephant Mining Corp.
Notes to the Condensed Interim Consolidated Financial Statements (Unaudited) For the Three and Six Months Ended September 30, 2024 (Expressed in Canadian Dollars except where noted)
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8. Exploration and Evaluation Assets
| Bolivia Pulacayo Paca ($) Triunfo ($) |
Canada Minago ($) |
Canada Minago ($) |
|
|---|---|---|---|
| Balance, April 1, 2023 Licenses, tax and permits Geological and consulting Feasibility study Exploration and drilling Royalties Personnel, camp and general Proceeds from MSA (note 14) Impairment Deconsolidation of CleanTech (note 9) Foreign exchange |
22,542,977 1,268,538 14,359 3,003 422,516 413 - - - - - - 322,920 1,450 (431,158) - - (1,235,460) - - 192,586 (37,943) |
22,402,786 132,917 - 47,297 114,409 - 174,005 - - (22,871,414) - |
18,693,280 64,907,581 37,297 187,576 110,653 533,582 19,917 67,214 - 114,409 269,930 269,930 37,311 535,686 - (431,158) - (1,235,460) - (22,871,414) 20,922 175,565 |
| Balance, March 31, 2024 Licenses, tax and permits Geological and consulting Feasibility study Personnel, camp and general Proceeds from MSA (note 14) Foreign exchange Deconsolidation of Nevada Vanadium (note 17e) |
23,064,200 1 70,439 - 29,774 - - - 112,895 - (1,306,490) - (29,043) - - - |
- - - - - - - - |
19,189,310 42,253,511 16,389 86,828 6,862 36,636 4,334 4,334 1,693 114,588 - (1,306,490) 190,640 161,597 (19,409,228) (19,409,228) |
| Balance, September 30, 2024 | 21,941,775 1 |
- | - 21,941,776 |
Pulacayo Paca Project, Bolivia
The Company holds an interest in the Pulacayo Paca silver-lead-zinc project in Bolivia.
The Pulacayo Paca Project comprises seven mining concessions covering an area of approximately 3,560 hectares of contiguous areas centered on the historical Pulacayo mine and town site. The Pulacayo Paca Project is located 18 kilometers east of the town of Uyuni in the Department of Potosí, in southwestern Bolivia. It is located 460 kilometers south-southeast of the national capital of La Paz and 150 kilometers southwest of the City of Potosí, which is the administrative capital of the department. The Pulacayo Project is fully permitted with secured social licenses for mining.
On September 11, 2023, the Company entered into a sales and purchase agreement (the “SPA”) with Andean Precious Metals Corp. (“APM”) and its subsidiary (together “APM Group”), for the sale of up to 800,000 tonnes (the “SPA Quantity”) of silverbearing oxide materials from the Company’s Paca property, which, together with the Pulacayo property, comprises the Pulacayo Paca Project. In addition, the Company entered into a master services agreement (the “MSA”) with APM Group to provide expertise in mining operations, community relations, logistics and access to technical and geological information, in exchange for APM Group agreeing to pay the Company an aggregate of $6,758,500 (US$5,000,000) (the MSA Payments”) as follows:
15
Silver Elephant Mining Corp. Notes to the Condensed Interim Consolidated Financial Statements (Unaudited) For the Three and Six Months Ended September 30, 2024 (Expressed in Canadian Dollars except where noted)
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8. Exploration and Evaluation Assets - continued
-
(a) $1,636,632 (US$1,200,000) in cash and non-refundable on signing of the MSA (received);
-
(b) $2,448,153 (US$1,800,000) in cash and non-refundable by January 31, 2024 (amended as noted below) (the "Second Payment”) (received);
-
(c) $2,027,550 (US$1,500,000) in cash and non-refundable before January 31, 2025; and
-
(d) $675,850 (US$500,000) in cash and non-refundable by January 31, 2026 (the “Final MSA Payment”).
In addition to the cash consideration, if the London Bullion Market Association silver spot price averages over (the “Additional Consideration”):
-
(a) US$28/oz in any given 260 trading day-interval during the term, then APM Group will pay Silver Elephant a one-time payment of $1,351,700 (US$1,000,000) in cash; and
-
(b) US$32/oz in any given 150 trading day-interval during the term, then APM Group shall pay Silver Elephant a one-time payment of $1,351,700 (US$1,000,000) in cash;
provided that the Additional Consideration is subject to a $2,703,400 (US$2,000,000) maximum in aggregate, and once any payment described under (a) or (b) above is made, the applicable trading day-interval resets to zero to determine whether Additional Consideration is payable.
The MSA also serves to provide comfort to the APM Group to receive the 800,000 tonnes of silver-bearing oxide materials from the Company.
On January 30, 2024, the parties amended the MSA to: (1) extend the date for completion of certain permitting and other contractual milestones in respect of the Pulacayo Paca Project pursuant to which the APM Group paid a non-refundable extension fee of $201,573 (US$150,000) (the “MSA Extension Fee”) to the Company; and, (2) to modify the second payment of $2,448,153 (US$1,800,000) under the MSA to provide for it to be payable in two equal installments, the first of $1,213,497 (US$900,000) received on March 7, 2024 and the second $1,234,656 (US$900,000) received on May 1, 2024, in order for APM Group to proceed with additional purchases of threshold tonnage under the MSA as amended. APM Group has the right to offset the MSA Extension Fee from the Final MSA Payment.
Under the MSA, if the Company fails to comply with certain service commitments and not cured within a certain period, the Company will pay to APM a penalty that is the greater of:
-
(a) $946,190 (US$700,000) in cash, and subject to the approval and policies of the TSX, shares (or cash at the Company’s discretion) of the Company with a value of $675,850 (US$500,000) as determined in accordance with the MSA; or
-
(b) the positive difference, if any, between 1.2 times the MSA Payments received by the Company and US$12.00 (US$15.00 if the average London Bullion Market Association silver spot price exceeds US$26/oz from the start of the term of the MSA to the conclusion of the MSA) multiplied by the aggregate tonnage of products that have been acquired by APM Group under the SPA.
16
Silver Elephant Mining Corp. Notes to the Condensed Interim Consolidated Financial Statements (Unaudited) For the Three and Six Months Ended September 30, 2024 (Expressed in Canadian Dollars except where noted)
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8. Exploration and Evaluation Assets - continued
In connection with the MSA, shares of ISMC, Apogee Bolivia, ASC Bolivia and ASC Holdings are held in escrow. These shares will be released upon the earlier of:
-
(a) the escrow agent receiving a joint written notice from Silver Elephant and APM; or
-
(b) the escrow agent receives a written direction or decision of a duly appointed arbitrator or court of competent jurisdiction in each case pursuant to the dispute resolution mechanisms provided for in the MSA directing the escrow agent to release the shares.
Triunfo Project, Bolivia
On July 10, 2020, the Company entered into an agreement (the “Triunfo Agreement”) with a third party (the “Triunfo Vendor”) for the right to conduct mining exploration activities (the “Exploration Right”) within the El Triunfo gold-silver-lead-zinc project in La Paz District, Bolivia (the “Triunfo Project”) and the right, at the Company’s election, to purchase the Triunfo Project for $1,351,700 (US$1,000,000) (the “Purchase Right” and together with the Exploration Right, the “Triunfo Rights”). The Purchase Right can be exercised at any time after the Triunfo Vendor completes the required Bolivian administrative procedures for the Triunfo Project until July 13, 2025 or such further period as the parties may agree. To secure the Triunfo Rights, the Company paid the Triunfo Vendor $135,676 (US$100,000) upon execution of the Triunfo Agreement. Until the Company exercises its Purchase Right, beginning in 2021 the Company must pay the Triunfo Vendor $67,585 (US$50,000) on June 15 of each year to maintain the Triunfo Rights. The Company may elect to terminate the Triunfo Agreement at any time. If the Company exercises the Purchase Right, the Triunfo Vendor will maintain up to a 5% interest of the profits, net of taxes and royalties, derived from the sale of concentrate produced from the Triunfo Project (the “Residual Interest”).
If the Company exercises the Purchase Right, the Company may reduce some or all of the Residual Interest at any time by making a lump sum payment to the Triunfo Vendor at any time to reduce some or all of the Residual Interest as follows:
-
the Residual Interest may be extinguished for $405,510 (US$300,000);
-
the Residual Interest may be reduced by 4% for $337,925 (US$250,000);
-
the Residual Interest may be reduced by 3% for $270,340 (US$200,000);
-
the Residual Interest may be reduced by 2% for $202,755 (US$150,000); or
-
the Residual Interest may be reduced by 1% for $135,170 (US$100,000).
During the year ended March 31, 2024, the Company recorded an impairment charge of $1,235,460 related to the Triunfo Project. As at the Financial Position Date, the Triunfo Project was impaired to $1.
Minago Project, Manitoba Canada
The Minago property is located in northern Manitoba, Canada within the southern part of the Thompson Nickel Belt, approximately 107 kilometers north of the Town of Grand Rapids, Manitoba and 225 kilometres south of the City of Thompson, Manitoba. Provincial Highway 6 transects the eastern portion of the Minago property. The Minago Project is comprised of 94 mining claims and two mining leases.
On October 1, 2023, the Minago Project was deconsolidated from the Company’s consolidated financial statements (note 9).
17
Silver Elephant Mining Corp. Notes to the Condensed Interim Consolidated Financial Statements (Unaudited) For the Three and Six Months Ended September 30, 2024 (Expressed in Canadian Dollars except where noted)
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8. Exploration and Evaluation Assets - continued
Gibellini Project, USA
The Gibellini Project is comprised of the Gibellini, Bisoni and Louie Hill vanadium deposits and associated claims located in the State of Nevada, USA.
On September 18, 2020, the company completed the acquisition of the Bisoni vanadium property situated immediately southwest of the Gibellini Project pursuant to an asset purchase agreement (the “Bisoni APA”) dated August 18, 2020, with Cellcube Energy Storage Systems Inc. (“Cellcube”). The Bisoni property comprised of 201 lode mining claims. As consideration for the acquisition of the Bisoni property under the Bisoni APA, the Company issued 4 million Common Shares (the “Bisoni APA Shares”) and paid $200,000 cash to Cellcube. Additionally, subject to TSX approval, if, on or before December 31, 2023, the price of European vanadium pentoxide on the Metal Bulletin (or an equivalent publication) exceeds US$12.00 a pound for 30 consecutive days, the Company will issue to Cellcube additional common shares with a value of $500,000 calculated based upon the 5-day volume weighted average price of the common shares immediately following the satisfaction of the vanadium pentoxide pricing condition (the “Bisoni Condition”). The Gibellini Project and its obligations were transferred to Nevada Vanadium on January 14, 2022 as a result of the Spin-off Arrangement. The Bisoni condition was potentially met on April 5, 2022, and derivative liabilities of $500,000 was recognized (the “Bisoni Liability”) by Nevada Vanadium, with a corresponding increase to exploration and evaluation assets.
On August 16, 2024, the Gibellini Project along with the Bisoni Liability was deconsolidated from the Company’s consolidated financial statements (note 17e).
9. Investment in CleanTech Vanadium Mining Corp.
As a result of the Spin-off Arrangement (note 17), the Company consolidated CleanTech from January 14, 2022 to September 30, 2023, the period for which the Company had de facto control over CleanTech. Effective October 1, 2023, the Company deconsolidated CleanTech as de facto control was lost due to dilution. However, as the Company still maintains significant influence over CleanTech, it has applied the equity method of accounting for CleanTech. The Company has significant influence over CleanTech as a result of having the power to participate in the financial and operating policy decisions of CleanTech but does not have control or joint control.
The Company recorded the carrying value of its investment in CleanTech at its fair value of $1,657,229, resulting in a loss from deconsolidation of $1,373,090. The fair value of the Company’s investment in CleanTech is determined based on share price of CleanTech on October 12, 2023.
On August 16, 2024, CleanTech acquired Nevada Vanadium (note 17e), and as a result, the Company’s 36,868,207 shares of Nevada Vanadium were exchanged for 36,868,207 shares of CleanTech with a fair value of $2,212,092.
| $ | |
|---|---|
| Balance, April 1, 2023 | - |
| Derecognition of net assets of CleanTech | 24,946,212 |
| Derecognition of non-controlling interest of CleanTech | (21,915,893) |
| Fair value loss from deconsolidation of CleanTech | (1,373,090) |
| Proportionate share of losses | (122,445) |
| Balance, March 31, 2024 | 1,534,784 |
| Disposition of CleanTech common shares | (782,769) |
| Fair value of considerations received | 2,212,092 |
| Proportionate share of losses | (1,470,677) |
| Balance, September 30, 2024 | 1,493,430 |
18
Silver Elephant Mining Corp.
Notes to the Condensed Interim Consolidated Financial Statements (Unaudited) For the Three and Six Months Ended September 30, 2024 (Expressed in Canadian Dollars except where noted)
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9. Investment in CleanTech Vanadium Mining Corp. - continued
As at September 30, 2024, the Company owned approximately 29% (March 31, 2024 - 21%) of the common shares of CleanTech.
The following tables illustrate the summarized financial information of CleanTech:
| September 30, 2024 ($) March 31, 2024 ($) |
||
|---|---|---|
| Current assets Non-current assets Current liabilities |
317,131 2,225,116 20,937,677 20,972,961 7,807,772 481,448 |
|
| Equity | 13,447,036 22,716,629 |
|
| Three Months Ended September 30, September 30, 2024 2023 ($) ($) |
Six Months Ended | |
| September 30, September 30, 2024 2023 ($) ($) |
||
| General and administrative expenses Other items |
(557,236) (292,800) (468,782) (904) |
(971,261) (1,006,675) (12,190,299) (1,510) |
| Net loss for theperiod | (1,026,018) (293,704) |
(13,161,560) (1,008,185) |
CleanTech had no contingent liabilities or capital commitments as at September 30, 2024 and March 31, 2024.
19
Silver Elephant Mining Corp. Notes to the Condensed Interim Consolidated Financial Statements (Unaudited) For the Three and Six Months Ended September 30, 2024 (Expressed in Canadian Dollars except where noted)
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10. Royalty Interests
On January 14, 2022, under the terms of the Spin-off Arrangement (note 17), Oracle acquired certain mineral property net smelter royalty agreements (“Transferred Royalties”). No value was attributed to these royalties at the time.
The Transferred Royalties included the following:
- (a) Titan Royalty Agreement
Oracle will receive a two per cent (2%) royalty on all mineral products produced from certain mineral claims and leases in Manitoba relating to Silver Elephant’s former Titan project after the commencement of commercial production if the V205 Vanadium Pentoxide Flake 98% price per pound exceeds US$12.00.
On August 4, 2023, Silver Elephant assigned its Titan Project to which the Titan Royalty Agreement relates to, to a third party.
On August 4, 2023, Oracle granted to a third party, the right to acquire the Titan NSR at any time, for $1,000,000 in cash. The third party paid Oracle $5,000 as consideration for this right.
- (b) Minago Royalty Agreement
Oracle will receive a two per cent (2%) royalty on all mineral products produced from certain mineral claims and leases from the Minago Project in Manitoba after the commencement of commercial production if the average price per pound of nickel exceeds US$15.
- (c) Gibellini Royalty Agreement
Oracle will receive a two per cent (2%) royalty on all mineral products produced from certain mineral claims and/or leases from the Gibellini Project in Nevada, United States of America after the commencement of commercial production if the average V205 Vanadium Pentoxide Flake 98% price per pound exceeds US$12.
20
Silver Elephant Mining Corp. Notes to the Condensed Interim Consolidated Financial Statements (Unaudited) For the Three and Six Months Ended September 30, 2024 (Expressed in Canadian Dollars except where noted)
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11. Right of Use Assets and Lease Liabilities
The company leases its office in Vancouver, Canada and has recognized a right of use asset and lease liability accordingly. The incremental borrowing rate for lease liability initially recognized as at August 1, 2022 was 5.6%. Right of use assets are included in other non-current assets and lease liabilities are included other current liabilities and non-current lease liability .
| Right of | Lease | |
|---|---|---|
| Use Assets | Liabilities | |
| ($) | ($) | |
| Balance, April 1, 2023 | 47,989 | (49,837) |
| Amortization | (20,567) | - |
| Lease payments | - | 21,855 |
| Accretion | - | (2,304) |
| Balance, March 31, 2024 | 27,422 | (30,286) |
| Amortization | (10,283) | - |
| Lease payments | - | 11,447 |
| Accretion | - | (726) |
| Balance, September 30, 2024 | 17,139 | (19,565) |
| Current portion | (19,565) | |
| Non-currentportion | - |
12. Promissory Note
In conjunction with the acquisition of Fish Creek Ranch on April 6, 2022 (note 5), Nevada Vanadium borrowed US$3,000,000 (approximately $3,752,400) in the form of a promissory note (the “CVB Loan”) from Cache Valley Bank (“CVB”). The CVB Loan is secured by the equipment, buildings and structures, and land and water rights of Fish Creek Ranch. The CVB Loan bears a simple interest of 5.5% per annum and is repayable in full upon CVB’s demand. If no demand is made by CVB, the CVB loan is repayable in installments as follows:
| ($) | |
|---|---|
| April 6, 2023 (US$251,045) (paid) | 339,977 |
| September 22, 2023 (US$125,000) (paid) | 168,594 |
| April 6, 2024 (US$251,045) (paid)1 | 344,240 |
| April 6, 2025 (US$251,045) | 339,338 |
| April 6, 2026 (US$251,045) | 339,338 |
| April 6,2027(US$2,539,784) | 3,433,026 |
| 4,964,513 |
1 Paid in full on June 14, 2024
21
Silver Elephant Mining Corp. Notes to the Condensed Interim Consolidated Financial Statements (Unaudited) For the Three and Six Months Ended September 30, 2024 (Expressed in Canadian Dollars except where noted)
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12. Promissory Note - continued
The CVB Loan is accounted for using the effective interest rate method, utilizing an implied interest rate of 5.27%. The continuity of the CVB Loan is as follows:
| ($) | |
|---|---|
| Balance, April 1, 2023 | 4,271,857 |
| Payments | (508,571) |
| Finance expense | 218,131 |
| Foreign exchange | 4,264 |
| Balance, March 31, 2024 | 3,985,681 |
| Payments | (344,240) |
| Finance expense | 71,762 |
| Foreign exchange | 23,364 |
| Deconsolidation of Nevada Vanadium | (3,736,567) |
| Balance, September 30, 2024 | - |
During the three and six months ended June 30, 2024 the Company accrued finance expense of $nil and $71,762 respectively (2023 - $56,240 and $110,405 respectively) related to the CVB Loan.
The CVB Loan was deconsolidated from the Company’s consolidated financial statements as a result the Nevada Vanadium Transaction (note 17e).
13. Other Current Liabilities
| September 30, | March 31, | |
|---|---|---|
| 2024 | 2024 | |
| ($) | ($) | |
| Derivative liabilities – warrants | - | 72,000 |
| - | 72,000 | |
| Derivative liabilities – contingent liability (note 8) | - | 157,463 |
| Advances from APM Group | 36,447 | 1,066,523 |
| Derivative liabilities – financial instruments | 3,815 | - |
| Lease liability | 19,565 | 22,350 |
| Total other current liabilities | 59,827 | 1,318,336 |
As the Company did not have sufficient shares of CleanTech to fulfill the potential obligations of the January 14, 2022 Options and January 14, 2022 Warrants and as described in note 16(c) and 16(d), the Company recognized derivative liabilities relating to the CleanTech shares that may potentially need to be transferred relating to the January 14, 2022 Options and January 14, 2022 Warrants as noted below. As at the Financial Position Date the Company has sufficient shares of CleanTech to fulfill the potential obligations of the January 14, 2022 Options and January 14, 2022 Warrants.
22
Silver Elephant Mining Corp. Notes to the Condensed Interim Consolidated Financial Statements (Unaudited) For the Three and Six Months Ended September 30, 2024 (Expressed in Canadian Dollars except where noted)
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13. Other Current Liabilities - continued
| $ | |
|---|---|
| Balance, April 1, 2023 | 401,042 |
| Gain on change in fair value | (329,042) |
| Balance, March 31, 2024 | 72,000 |
| Gain on change in fair value | (72,000) |
| Balance, September 30, 2024 | - |
The Company's derivative liabilities are comprised of commodity and treasury contracts.
| $ | |
|---|---|
| Balance, April 1, 2023 and March 31, 2024 | - |
| Investment in derivative assets | 184,133 |
| Realized loss on derivative assets | (184,133) |
| Unrealized loss on derivative assets | (3,815) |
| Balance, September 30, 2024 | (3,815) |
During the three and six months ended September 30, 2024, the Company recorded a realized loss on derivative assets of $63,638 and $184,133 respectively (2023 - $nil and $nil respectively) and an unrealized loss of $18,151 and $3,815 respectively (2023 - $nil and $nil respectively).
14. Other Non-current Liabilities
As at the Financial Position Date, the Company has received a total of $4,018,461 (US$3,150,000) of the $6,758,500 (US$5,000,000) from APM (note 8) related to the MSA Payments. Under the SPA, which is part and parcel with the MSA, the Company has delivered a total of 205,684 tonnes since inception to September 30, 2024. This represents 26% of the SPA Quantity that the Company has fulfilled. Amounts included in Other Non-Current Liabilities represent funds received in excess of the prorata portion of the SPA Quantity that the Company has fulfilled, and will be reclassified to Exploration and Evaluation as the SPA Quantity is fulfilled.
| ($) | |
|---|---|
| April 1, 2023 | - |
| MSA Proceeds | 2,869,072 |
| Reclassified to Exploration and Evaluation Assets(note 8) | (431,158) |
| Balance, March 31, 2024 | 2,437,914 |
| MSA Proceeds | 1,157,490 |
| Reclassified to Exploration and Evaluation Assets(note 8) | (1,306,490) |
| Balance, September 30, 2024 | 2,288,914 |
23
Silver Elephant Mining Corp. Notes to the Condensed Interim Consolidated Financial Statements (Unaudited) For the Three and Six Months Ended September 30, 2024 (Expressed in Canadian Dollars except where noted)
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15. Provision for Closure and Reclamation
The Company’s closure and reclamation costs consists of costs accrued based on the current best estimate of mine closure and reclamation activities that will be required at the Ulaan Ovoo site upon completion of mining activity. These activities include costs for earthworks, including land re-contouring and re-vegetation, water treatment and demolition. The Company’s provision for future site closure and reclamation costs is based on the level of known disturbance at the reporting date, known legal requirements and estimates prepared by a third-party specialist.
Management used a risk-free interest rate of 2.77% at the Financial Position Date (March 31, 2024 – 3.34%) in preparing the Company’s provision for closure and reclamation. Although the ultimate amount of reclamation costs to be incurred cannot be predicted with certainty, the total undiscounted amount of estimated cash flows required to settle the Company’s estimated obligations is $2,653,876 (March 31, 2024 - $3,438,665) over the next 25 years from the Financial Position Date. The cash expenditures are expected to occur over a period of time extending several years after the projected mine closure of the mineral properties.
| ($) | |
|---|---|
| Balance, April 1, 2023 | 2,022,335 |
| Change in estimate | (1,860) |
| Accretion | 63,087 |
| Foreign currencytranslation | 2,434 |
| Balance, March 31, 2024 | 2,085,996 |
| Change in estimate | 1,565 |
| Accretion | 7,225 |
| Foreign currencytranslation | (476,186) |
| Balance, September 30, 2024 | 1,618,600 |
16. Share Capital
- (a) Authorized
The authorized share capital of the Company consists of an unlimited number of common shares. At the Financial Position Date, the Company had 36,888,820 (March 31, 2024 – 32,841,918) common shares issued and outstanding.
- (b) Equity Issuances
During the Six Months Ended September 30, 2024
On April 2, 2024, the Company issued 124,270 bonus shares with a deemed price of $0.3008 per common share to the Company’s directors, officers, employees, and consultants valued at $37,380.
On April 29, 2024, the Company closed a non-brokered private placement and issued 950,000 units at a price of $0.30 per unit for aggregate gross proceeds of $285,000. Each unit consists of one common share of the Company and one share purchase warrant. Each warrant entitles the holder to purchase one-half additional common share of the Company at a price of $0.45 per share until April 29, 2027. In connection with the closing, the Company issued 33,600 units as finder’s fees with a value of $10,080 and $420 in cash. The proceeds from private placements that include warrants are allocated first to common shares based on the market trading price of the common shares at the time the units are priced, and any excess is allocated to warrants (the “Residual Method”). Based on the Residual Method, the fair value of the warrants is $nil.
24
Silver Elephant Mining Corp. Notes to the Condensed Interim Consolidated Financial Statements (Unaudited) For the Three and Six Months Ended September 30, 2024 (Expressed in Canadian Dollars except where noted)
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16. Share Capital - continued
On May 23, 2024, the Company closed a non-brokered private placement and issued 250,000 units at a price of $0.30 per unit for aggregate gross proceeds of $75,000. Each unit consists of one common share of the Company and one share purchase warrant. Each warrant entitles the holder to purchase one-half additional common share of the Company at a price of $0.45 per share until May 23, 2027. The Company has allocated the entire proceeds to share capital and $nil to warrants by applying the Residual Method approach.
On July 23, 2024, the Company closed the first tranche of a non-brokered private placement offering raising gross proceeds of $1,111,584 through the issuance sale of 2,315,800 units at a price of $0.48 per unit. Each unit consists of one common share of the Company and one share purchase warrant with each warrant entitling the holder to purchase one additional common share of the Company at a price of $0.70 per share for a period of three years from issuance. In connection with the closing, 159,978 units were issued as finders’ fees. The Company has allocated the entire proceeds to share capital and $nil to warrants by applying the Residual Method approach.
On August 13, 2024, the Company closed a non-brokered private placement and issued 163,254 units at a price of $0.48 per unit for aggregate gross proceeds of $78,362. Each unit consists of one common share of the Company and one share purchase warrant. Each warrant entitles the holder to purchase one additional common share of the Company at a price of $0.70 per share until August 13, 2027. The Company has allocated the entire proceeds to share capital and $nil to warrants by applying the Residual Method approach.
During the Year Ended March 31, 2024
On April 24, 2023, the Company issued 116,953 shares with a fair value of $54,968 to settle $54,968 in directors’ fees owing to certain directors.
On August 17, 2023, the Company closed a non-brokered private placement through the issuance of 639,999 units at a price of $0.30 for gross proceeds of $192,000. Each unit consists of one common share of the Company and one-half share purchase warrant with each whole warrant entitling the holder to purchase one additional share of the Company at a price of $0.45 per share for 24 months. In connection with the closing, finder’s fees of $210 were paid. The Company has allocated the entire proceeds to share capital and $nil to warrants by applying the Residual Method approach.
(c) Share-based compensation plan
The Company has a 10% (based on the Company’s issued and outstanding common shares) rolling equity-based compensation plan in place for the issuance of options and stock appreciation rights and a separate 5% (based on the Company’s shares issued and outstanding common shares as of the last financial year end) rolling equity-based compensation plan in place for bonus shares, as approved by the Company’s shareholders on September 10, 2021 (the “2021 Plan”). Under the 2021 Plan the Company may grant stock options, bonus shares or stock appreciation rights. All stock options and other share-based awards granted by the Company, or to be granted by the Company, since the implementation of the 2021 Plan will be issued under, and governed by, the terms and conditions of the 2021 Plan. The stock option vesting terms are determined by the Board of Directors on the date of the grant with a maximum term of 10 years.
25
Silver Elephant Mining Corp. Notes to the Condensed Interim Consolidated Financial Statements (Unaudited) For the Three and Six Months Ended September 30, 2024 (Expressed in Canadian Dollars except where noted)
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16. Share Capital - continued
The continuity of the Company's share options is as follows:
| Weighted Average | ||
|---|---|---|
| Number of | Exercise Price | |
| Options | ($) | |
| Balance, April 1, 2023 | 2,431,250 | 1.54 |
| Granted | 1,304,500 | 0.32 |
| Expired | (98,750) | 3.01 |
| Cancelled | (1,142,500) | 2.45 |
| Balance, March 31, 2024 | 2,494,500 | 0.43 |
| Granted | 1,175,000 | 0.50 |
| Exercised | (50,000) | 0.43 |
| Balance, September 30, 2024 | 3,619,500 | 0.45 |
The following table summarizes the stock options outstanding as at the Financial Position Date.
| Options Outstanding Number of Options Outstanding Weighted Average Remaining Contractual Life(Years) |
Options Outstanding Number of Options Outstanding Weighted Average Remaining Contractual Life(Years) |
|
|---|---|---|
| Number of Options Exercisable Weighted Average Remaining Contractual Life(Years) |
||
| 0.465 0.51 0.27 0.51 0.43 0.57 |
200,000 4.84 975,000 4.77 1,019,500 3.97 180,000 3.57 230,000 3.24 1,015,000 2.90 |
- - - - 509,750 3.97 73,125 3.57 191,250 3.24 1,015,000 2.90 |
| 3,619,500 3.87 |
1,789,125 3.27 |
The fair value of each share option is estimated on the date of grant using the Black-Scholes Option Pricing Model that uses the assumptions noted in the table below. Expected volatilities are based on the historical volatility of the Company’s shares, and other factors. The expected term of share options granted represents the period of time that share options granted are expected to be outstanding. The risk-free rate of periods within the contractual life of the share option is based on the Canadian government bond rate. Assumptions used for share options granted for the periods presented are as follows:
For the Six Months Ended September 30, 2024
| Number of | Share | Exercise | Expected | Risk Free | Expected | Expected | Fair Value | Total | |
|---|---|---|---|---|---|---|---|---|---|
| Share | Price | Price | Price | Interest | Life | Dividend | Per Option | Fair Value | |
| Grant Date | Options | ($) | ($) | Volatility | Rate | (Years) | Yield | ($) | ($) |
| July 31, 2024 | 200,000 | 0.46 | 0.465 | 101% | 3.03% | 5.0 | - | 0.35 | 70,000 |
| July7,2024 | 975,000 | 0.52 | 0.51 | 101% | 3.41% | 5.0 | - | 0.40 | 390,000 |
26
Silver Elephant Mining Corp. Notes to the Condensed Interim Consolidated Financial Statements (Unaudited) For the Three and Six Months Ended September 30, 2024 (Expressed in Canadian Dollars except where noted)
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16. Share Capital - continued
For the Year Ended March 31, 2024
| Number of | Share | Exercise | Expected | Risk Free | Expected | Expected | Fair Value | Total | |
|---|---|---|---|---|---|---|---|---|---|
| Share | Price | Price | Price | Interest | Life | Dividend | Per Option | Fair Value | |
| Grant Date | Options | ($) | ($) | Volatility | Rate | (Years) | Yield | ($) | ($) |
| September 18, 2023 | 1,019,500 | 0.31 | 0.27 | 105% | 3.92% | 5.0 | - | 0.25 | 254,875 |
| April 24,2023 | 285,000 | 0.54 | 0.51 | 107% | 2.97% | 5.0 | - | 0.43 | 122,550 |
As a result of the Spin-off Arrangement (note 17), each holder of the Company's stock options (the "January 14, 2022 Options") as at January 14, 2022, is entitled to receive, upon exercise of each such option at the same original exercise price and in accordance with the terms of such option, one share of each of CleanTech and Nevada Vanadium; two shares of the Oracle and one share of Silver Elephant. This is deemed a modification to the original stock options. As at January 14, 2022, there were 1,463,250 January 14, 2022 Options outstanding. As at the Financial Position Date there were nil (March 31, 2024 – nil) January 14, 2022 Options outstanding.
(d) Warrants
The continuity of the Company’s warrants is as follows:
| Weighted Average | ||
|---|---|---|
| Number of | Exercise Price | |
| Warrants | ($) | |
| Balance, April 1, 2023 | 7,130,427 | 0.70 |
| Issued | 319,999 | 0.45 |
| Balance, March 31, 2024 | 7,450,426 | 0.69 |
| Issued | 3,255,832 | 0.65 |
| Balance, September 30, 2024 | 10,706,258 | 0.68 |
27
Silver Elephant Mining Corp. Notes to the Condensed Interim Consolidated Financial Statements (Unaudited) For the Three and Six Months Ended September 30, 2024 (Expressed in Canadian Dollars except where noted)
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16. Share Capital - continued
As of the Financial Position Date, the following warrants were outstanding:
| Remaining Life | Number | Exercise Price | |
|---|---|---|---|
| Expiry Date | (Years) | of Warrants | ($) |
| May 1, 20251 | 0.84 | 463,800 | 1.60 |
| May 20, 20251 | 0.89 | 496,200 | 1.60 |
| August 25, 2025 | 1.15 | 325,400 | 0.65 |
| December 5, 2025 | 1.43 | 3,152,266 | 0.55 |
| December 9, 2025 | 1.44 | 30,000 | 0.55 |
| March 22, 2026 | 1.73 | 1,500,000 | 0.55 |
| March 31, 2026 | 1.75 | 1,162,761 | 0.55 |
| August 17, 2026 | 2.13 | 319,999 | 0.45 |
| April 29, 2027 | 2.83 | 491,800 | 0.45 |
| May 24, 2027 | 2.90 | 125,000 | 0.45 |
| July 23, 2027 | 2.81 | 2,475,778 | 0.70 |
| August 13,2027 | 2.87 | 163,254 | 0.70 |
| 1.70 | 10,706,258 | 0.68 |
1 On May 15, 2023, these warrants were extended by 2 years; the date presented is post-extension.
As a result of the Spin-off Arrangement (note 17), each holder of the Company's warrants (the “January 14, 2022 Warrants") as at closing on January 14, 2022, is entitled to receive, upon exercise of each such warrant at the same original exercise price and in accordance with the terms of such warrant, one share of each of CleanTech and Nevada Vanadium; two shares of Oracle and one share of Silver Elephant. As at January 14, 2022, there were 1,447,814 January 14, 2022 Warrants outstanding. As at the Financial Position Date there were 960,000 (March 31, 2024 – 960,000) January 14, 2022 Warrants outstanding.
(e) Loss per Share
| Three Months Ended September 30, September 30, 2024 2023 ($) ($) |
Three Months Ended September 30, September 30, 2024 2023 ($) ($) |
|
|---|---|---|
| September 30, September 30, 2024 2023 ($) ($) |
||
| Basic loss per share attributable to equity holders of parent Diluted loss per share attributable to equity holders ofparent |
(0.05) (0.01) (0.05) (0.01) |
(0.09) (0.04) (0.09) (0.04) |
| Loss for the period attributable to equity holders of parent |
(1,708,789) (437,430) |
(3,153,560) (1,392,516) |
28
Notes to the Condensed Interim Consolidated Financial Statements (Unaudited) For the Three and Six Months Ended September 30, 2024 (Expressed in Canadian Dollars except where noted)
Silver Elephant Mining Corp.
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16. Share Capital - continued
| Three Months Ended September 30, September 30, 2024 2023 ($) ($) |
Three Months Ended September 30, September 30, 2024 2023 ($) ($) |
|
|---|---|---|
| September 30, September 30, 2024 2023 ($) ($) |
||
| Shares outstanding, beginning of the period Effect of shares issued for share offerings Effect of finder’s fees Effect of bonus shares Effect of stock options exercised |
34,249,788 32,201,919 1,848,972 313,043 121,723 - - - - - |
32,841,918 32,084,966 1,914,511 259,631 89,652 - 123,591 - 27,869 - |
| Basic weighted average number of shares outstanding |
36,220,483 32,514,962 |
34,997,541 32,344,597 |
| Effect of dilutive share options Effect of dilutive warrants |
- - - - |
- - - - |
| Diluted weighted average number of shares outstanding |
36,220,483 32,514,962 |
34,997,541 32,344,597 |
For the three and six months ended September 30, 2024 and 2023, the Company’s common share equivalents including stock options and warrants were not included in the diluted loss per share calculation as the effect would be anti-dilutive.
17. Non-Controlling Interest
On January 14, 2022, the Company completed a strategic reorganization of the Company’s business through a statutory plan of arrangement (the “Spin-off Arrangement”) under the Business Corporations Act (British Columbia), dated November 8, 2021. Pursuant to the Spin-off Arrangement, the common shares of the Company were consolidated on a 10:1 basis and each holder of common shares of the Company received in exchange for every 10 pre-consolidation common shares held: (i) one postconsolidation common share of the Company; (ii) one common share of CleanTech; (iii) one common share of Nevada Vanadium; and (iv) two common shares of Oracle (formerly Battery Metals Royalties Corp.).
As a result of the Spin-off Arrangement:
-
i. certain intercompany royalties held by the Company were transferred to Oracle in exchange for the issuance of 1,785,430 Oracle shares;
-
ii. the Minago Project was spun out, into CleanTech in exchange for the issuance of 50,000,000 CleanTech shares, and the assumption of certain liabilities related to the underlying assets;
-
iii. and the Gibellini Project was spun out, into Nevada Vanadium in exchange for the issuance of 50,000,000 Nevada Vanadium shares, and the assumption of certain liabilities related to the underlying assets; and
-
iv. Oracle purchased 22,953,991 of the outstanding shares of both Nevada Vanadium and CleanTech in exchange for the issuance of 78,214,570 Oracle shares to the Company.
In addition, as a result of the Spin-off Arrangement, each of the Company’s option and warrant holders as at January 14, 2022, (a “Holder”) is entitled to receive, upon exercise of each such warrant and option at the same original exercise price and in accordance with the terms of such warrant and option, one share of each of CleanTech and Nevada Vanadium; two shares of Oracle (collectively, the “Reserved Shares”); and one share of Silver Elephant.
29
Notes to the Condensed Interim Consolidated Financial Statements (Unaudited) For the Three and Six Months Ended September 30, 2024 (Expressed in Canadian Dollars except where noted)
Silver Elephant Mining Corp.
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17. Non-Controlling Interest - continued
The following table presents the movements of non-controlling interests:
| Nevada | ||||
|---|---|---|---|---|
| CleanTech | Vanadium | Oracle | Total | |
| ($) | ($) | ($) | ($) | |
| Balance, April 1, 2023 | 20,598,018 | 13,196,655 | (353,653) | 33,441,020 |
| Change in ownership (a) | 1,807,315 | 1,356,271 | 538,844 | 3,702,430 |
| Net loss | (883,005) | (1,467,890) | (423,574) | (2,774,469) |
| Share-based payments (b, c and d) | 393,565 | 383,036 | 128,019 | 904,620 |
| Other comprehensive income | - | 21,349 | - | 21,349 |
| Deconsolidation of CleanTech(note 9) | (21,915,893) | - | - | (21,915,893) |
| Balance, March 31, 2024 | - | 13,489,421 | (110,364) | 13,379,057 |
| Change in ownership (a) | - | (624,407) | 409,150 | (215,257) |
| Net loss | - | (445,342) | (421,509) | (866,851) |
| Share-based payments (b, c and d) | - | 17,630 | 104,907 | 122,537 |
| Other comprehensive income | - | 139,021 | - | 139,021 |
| Deconsolidation of Nevada Vanadium | - | (12,576,323) | - | (12,576,323) |
| Balance, September 30, 2024 | - | - | (17,816) | (17,816) |
As CleanTech was deconsolidated from the Company’s financial statements (note 9) on October 1, 2023, non-controlling interest disclosure relating to Flyng Nickel is provided up until this date of deconsolidation.
As Nevada Vanadium was deconsolidated from the Company’s financial statements (note 17e) on August 16, 2024, noncontrolling interest disclosure relating to Nevada Vanadium is provided up until this date of deconsolidation.
a) Change in ownership of subsidiaries:
Oracle
On March 28, 2024, Oracle closed a non-brokered private placement raising gross proceeds of $800,000 through the issuance of 16,000,000 units at a price of $0.05 per unit. Each unit consists of one common share of Oracle and one share purchase warrant with each warrant entitling the holder to purchase one additional common share of Oracle at a price of $0.06 per share until March 28, 2027. Oracle has issued an aggregate of 40,600 finders’ units, each consisting of one common share of Oracle and one share purchase warrant entitling the holder to purchase one additional common share of Oracle at a price of $0.06 per share until March 28, 2027. Silver Elephant subscribed for 3,500,000 units totalling $175,000.
On May 10, 2024, Oracle closed a non-brokered private placement and issued 200,000 units at a price of $0.05 per unit for aggregate gross proceeds of $10,000. Each unit consists of one common share of Oracle and one share purchase warrant. Each warrant entitles the holder to purchase one additional common share of Oracle at a price of $0.06 per share until May 9, 2027.
On June 12, 2024, Oracle closed a non-brokered private placement raising gross proceeds of $548,350 through the issuance of 4,985,000 units at a price of $0.11 per unit. Each unit consists of one common share of Oracle and one share purchase warrant with each warrant entitling the holder to purchase one additional share at a price of $0.15 per share until June 12, 2027. In addition, 147,750 units were issued in connection with this private placement as finder’s fees.
30
Silver Elephant Mining Corp. Notes to the Condensed Interim Consolidated Financial Statements (Unaudited) For the Three and Six Months Ended September 30, 2024 (Expressed in Canadian Dollars except where noted)
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17. Non-Controlling Interest - continued
On July 19, 2024, Oracle issued 105,263 shares to settle liability with a deemed price of $0.095 per common share to the Oracle’s director valued at $10,000.
CleanTech
On April 17, 2023, CleanTech closed a non-brokered private placement and issued 1,250,000 units for gross proceeds of $200,000. Each unit consists of one common share of CleanTech and one share purchase warrant with each warrant entitling the holder to purchase one additional share of CleanTech at a price of $0.20 per share for 36 months from closing.
On May 12, 2023, CleanTech closed a non-brokered private placement and issued 200,000 units for gross proceeds of $32,000. Each unit consists of one common share of CleanTech and one share purchase warrant with each warrant entitling the holder to purchase one additional share of CleanTech at a price of $0.20 per share for 36 months from closing.
On August 14, 2023, CleanTech closed a non-brokered private placement of 6,800,000 common shares raising gross proceeds of $680,000. The private placement was priced at $0.10 per share.
As at September 30, 2023, CleanTech received an aggregate of $720,707 in subscription receipts for a private placement, which closed subsequent to the date the Company deconsolidating CleanTech (note 9).
Nevada Vanadium
On April 28, 2023, Nevada Vanadium closed a non-brokered private placement and issued an aggregate of 570,000 units at a price of $0.14 per unit for aggregate gross proceeds of $79,800. Each unit consists of one common share of Nevada Vanadium and one share purchase warrant with each warrant entitling the holder to purchase one additional share of Nevada Vanadium at a price of $0.18 per share for 36 months from closing. Oracle subscribed for 350,000 units totalling $49,000.
On May 19, 2023, Nevada Vanadium closed a non-brokered private placement and issued an aggregate of 1,602,143 units at a price of $0.14 per unit for aggregate gross proceeds of $224,300. Each unit consists of one common share of Nevada Vanadium and one share purchase warrant with each warrant entitling the holder to purchase one additional share of Nevada Vanadium at a price of $0.18 per share for 36 months from closing. Oracle subscribed for 645,000 units totalling $90,300.
On July 5, 2023, Nevada Vanadium closed a private placement of 742,857 units at a price of $0.14 per unit, for aggregate gross proceeds of $104,000. Each unit consists of one common share of Nevada Vanadium and one share purchase warrant with each warrant entitling the holder to purchase one additional share of Nevada Vanadium at a price of $0.18 per share for 36 months from the closing date. Nevada Vanadium has allocated $78,000 to share capital and $26,000 to warrants by applying the Residual Method approach. There were no finders’ fees associated with this private placement. Oracle subscribed for 742,857 units totalling $104,000.
On July 5, 2023, Nevada Vanadium closed a non-brokered private placement and issued 3,500,000 common shares at a price of $0.08 per share for gross proceeds of $280,000.
On October 24, 2023, Nevada Vanadium closed a non-brokered private placement and issued 2,115,440 units at a price of $0.08 per unit for aggregate gross proceeds of $169,235. Each unit consists of one common share of Nevada Vanadium and one-half of one share purchase warrant. Each whole warrant entitles the holder to purchase one additional common share of Nevada Vanadium at a price of $0.10 per share until October 24, 2026.
31
Silver Elephant Mining Corp. Notes to the Condensed Interim Consolidated Financial Statements (Unaudited) For the Three and Six Months Ended September 30, 2024 (Expressed in Canadian Dollars except where noted)
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17. Non-Controlling Interest - continued
On January 31, 2024, Nevada Vanadium closed a non-brokered private placement and issued 1,025,000 units at a price of $0.08 per unit for aggregate gross proceeds of $82,000. Each unit consists of one common share of Nevada Vanadium and one-half of one share purchase warrant. Each whole warrant entitles the holder to purchase one additional common share of Nevada Vanadium at a price of $0.10 per share until January 31, 2027.
On April 3, 2024, Nevada Vanadium closed a non-brokered private placement and issued 725,733 units at a price of $0.06 per unit for aggregate gross proceeds of $43,544. Each unit consists of one common share of Nevada Vanadium and one share purchase warrant. Each warrant entitles the holder to purchase one additional common share of Nevada Vanadium at a price of $0.08 per share until April 3, 2027.
- b) During the three and six months ended September 30, 2024, Oracle recorded share-based payments of $45,416 and $104,907 respectively (2023 – $nil and $nil respectively) and was expensed as general and administrative expenses.
During the year ended March 31, 2024, Oracle recorded share-based payments of $128,019 and was expensed as general and administrative expenses.
The fair value of each stock option is estimated on the date of grant using the Black-Scholes Option Pricing Model with the assumptions presented in the table below. Expected volatilities are based on historical volatility of the comparable companies as Oracle has a limited history of trading. The expected term of share options granted represents the period of time that the granted share options are expected to be outstanding. The risk-free interest rate is based on the Canadian government bond rate.
| Number of | Exercise | Expected | Risk Free | Expected | Expected | Fair Value Per |
Total | |
|---|---|---|---|---|---|---|---|---|
| Share | Price | Price | Interest | Life | Dividend | Option ($) |
Fair Value | |
| Grant Date | Options | ($) | Volatility | Rate | (Years) | Yield | ($) | |
| December 4, 2023 | 7,990,000 | 0.05 | 101% | 3.46% | 5.0 | - | 0.04 | 319,600 |
| February1,2024 | 300,000 | 0.05 | 101% | 3.24% | 5.0 | - | 0.04 | 12,000 |
Oracle did not grant any share purchase options during the six months ended September 30, 2024.
- c) From April 1, 2023 to the date on which CleanTech was deconsolidated, October 1, 2023, CleanTech recorded share-based payments of $393,565 of which $9,278 was capitalized as exploration cost and the reminder of $384,287 was expensed as general and administrative expenses.
The fair value of each stock option is estimated on the date of grant using the Black-Scholes Option Pricing Model with the assumptions presented in the table below. Expected volatilities are based on historical volatility of the comparable companies as CleanTech has a limited history of trading. The expected term of share options granted represents the period of time that the granted share options are expected to be outstanding. The risk-free interest rate is based on the Canadian government bond rate.
32
Silver Elephant Mining Corp. Notes to the Condensed Interim Consolidated Financial Statements (Unaudited) For the Three and Six Months Ended September 30, 2024 (Expressed in Canadian Dollars except where noted)
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17. Non-Controlling Interest - continued
For the six months ended September 30, 2023 (the period which the Company consolidated CleanTech )
| Number of | Expected | Risk Free | Expected | Expected | Fair Value | Total | |
|---|---|---|---|---|---|---|---|
| Share | Price | Interest | Life | Dividend | Per Option | Fair Value | |
| Grant Date | Options | Volatility | Rate | (Years) | Yield | ($) | ($) |
| Apr 17, 2023 | 205,000 | 107% | 3.15% | 5.00 | - | 0.13 | 25,762 |
| Apr 24, 2023 | 100,000 | 106% | 2.97% | 5.00 | - | 0.13 | 12,921 |
| June 15, 2023 | 50,000 | 107% | 3.48% | 5.00 | - | 0.08 | 3,876 |
| September 18,2023 | 1,390,000 | 105% | 3.92% | 5.00 | - | 0.08 | 108,876 |
| 1,745,000 | 151,435 |
- d) During the period from April 1, 2024 to August 16, 2024, Nevada Vanadium recorded share-based payments of $17,630 (April 1, 2023 to September 30, 2023 – $194,759) of which $1,693 (April 1, 2023 to September 30, 2023 - $18,720) was capitalized as exploration cost and the reminder of $15,937 (April 1, 2023 to September 30, 2023 – $176,039) was expensed as general and administrative expenses.
During the year ended March 31, 2024, Nevada Vanadium recorded share-based payments of $383,036 of which $37,311 was capitalized as exploration cost and the reminder of $345,724 was expensed as general and administrative expenses.
Nevada Vanadium did not grant any share purchase options during the period from April 1, 2024 to August 16, 2024.
- e) On October 6, 2022, and as amended, Nevada Vanadium and CleanTech entered into an arrangement agreement pursuant to which CleanTech proposes to acquire all of the issued and outstanding common shares of Nevada Vanadium by way of a court-approved plan of arrangement (the “Nevada Vanadium Transaction”).
Under the terms of the agreement, the Nevada Vanadium shareholders will receive one (1) (the “Exchange Ratio”) CleanTech common share (a “CleanTech Share”) for each Nevada Vanadium Share held immediately prior to the effective time of the Nevada Vanadium Transaction. All convertible securities of Nevada Vanadium outstanding immediately prior to the effective time of the Nevada Vanadium Transaction will be exchanged for securities of CleanTech bearing substantially the same terms as the securities replaced based on the Exchange Ratio.
The Nevada Vanadium Transaction was approved by the shareholders of Nevada Vanadium and CleanTech at the annual general and special meeting of each of the companies, held on July 23, 2024. The Nevada Vanadium Transaction closed on August 16, 2024.
Effective August 16, 2024, the Company deconsolidated Nevada Vanadium as it was acquired by CleanTech. The Company had and continues to have significant influence over CleanTech, and accounts for CleanTech under the equity method (note 9). Accordingly, the Company recognized a loss on deconsolidation of Nevada Vanadium of $386,939 with detail as follows:
| $ | |
|---|---|
| Derecognition of net assets of Nevada Vanadium | (15,932,738) |
| Derecognition of non-controlling interest of Nevada Vanadium | 12,576,323 |
| Fair value of considerations received | 2,212,092 |
| Derecognition of AOCI of Nevada Vanadium | 757,384 |
| Loss from deconsolidation of Nevada Vanadium | (386,939) |
33
Silver Elephant Mining Corp. Notes to the Condensed Interim Consolidated Financial Statements (Unaudited) For the Three and Six Months Ended September 30, 2024 (Expressed in Canadian Dollars except where noted)
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18. Related Party Transactions
The Company entered into a Mutual Management and Technical Services Agreement (the “MMTSA”) with CleanTech effective April 1, 2023, pursuant to which the companies would provide each other with general, technical and administrative services, as reasonably requested, on a fixed fee basis. The fixed fee is adjusted periodically to reflect the relative allocation of costs to each company.
During the six months ended September 30, 2024 and 2023, the Company had related party transactions with key management personnel who provide management and consulting services to the Company. Key management personnel are persons responsible for planning, directing and controlling the activities of an entity, and include, but are not limited to, the CEO, CFO, COO, CLO and executive and non-executive directors.
A summary of related party transactions is as follows:
| A summary of related party transactions is as follows: | ||
|---|---|---|
| Three Months Ended September 30, September 30, 2024 2023 ($) ($) |
Six Months Ended | |
| September 30, September 30, 2024 2023 ($) ($) |
||
| MMTSA fees charged by CleanTech, a company with certain directors and officers in common 37,594 - MMTSA recoveries from CleanTech (72,747) - MMTSA fees charged by Nevada Vanadium, a company with certain directors and officers in common 7,216 - MMTSA recoveries from Nevada Vanadium (50,453) - Management fees charged by Linx Partners Ltd., a company controlled by John Lee, Director, CEO and Executive Chairman of the Company 105,000 105,000 Directors’ fees 22,200 30,467 Salaries and benefits paid to key management of the Company 140,618 127,645 Salaries and benefits paid to former key management of the Company - - Share-based payments – John Lee 44,561 79,479 Share-based payments – directors 20,196 24,739 Share-based payments – former directors 260 (1,875) Share-based payments – key management of the Company 62,867 29,730 |
125,448 - (159,349) - 7,216 - (50,453) - 210,000 210,000 46,400 49,917 243,525 249,832 68,009 - 57,155 174,948 28,425 49,427 1,339 17,528 72,377 64,521 |
The Company had balances due to related parties as follows:
| September 30, | March 31, | |
|---|---|---|
| 2024 | 2024 | |
| ($) | ($) | |
| Due from (to) CleanTech | 1,117,043 | (1,926,807) |
| Directors’ fees payable | (46,400) | (136,800) |
| Advances from John Lee | (427,645) | (28,000) |
| Management fees advanced to John Lee | 15,000 | 32,907 |
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Silver Elephant Mining Corp. Notes to the Condensed Interim Consolidated Financial Statements (Unaudited) For the Three and Six Months Ended September 30, 2024 (Expressed in Canadian Dollars except where noted)
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19. Segmented Information
The Company operates in one operating segment, being the acquisition, exploration and development of mineral properties. Assets by geographical area are as follows:
| September 30, | March 31, | |
|---|---|---|
| 2024 | 2024 | |
| ($) | ($) | |
| Current assets | ||
| Canada | 1,441,131 | 1,324,217 |
| USA | - | 15,067 |
| Mongolia | 39,384 | 48,374 |
| Bolivia | 1,290,003 | 1,188,749 |
| 2,770,518 | 2,576,407 | |
| Non-current assets | ||
| Canada | 1,573,820 | 1,596,706 |
| USA | - | 23,502,469 |
| Bolivia | 21,941,775 | 23,064,201 |
| 23,515,595 | 48,163,376 | |
| Total assets | ||
| Canada | 3,014,951 | 2,920,923 |
| USA | - | 23,517,536 |
| Mongolia | 39,384 | 48,374 |
| Bolivia | 23,231,778 | 24,252,950 |
| 26,286,113 | 50,739,783 |
20. Care and Maintenance of Coal Properties
The Company’s Ulaan Ovoo Project has been impaired to value of $nil (2023 - $nil) and all property costs incurred, including changes in the provision for closure and reclamation costs, are presented net of incidental income earned from the property:
| Three Months Ended September 30, September 30, 2024 2023 ($) ($) |
Three Months Ended September 30, September 30, 2024 2023 ($) ($) |
|
|---|---|---|
| September 30, September 30, 2024 2023 ($) ($) |
||
| Property costs Provision for closure and reclamation – change in estimate Provision for closure and reclamation – accretion Bad debt expense |
53,150 10,808 (212,872) 240,915 (11,161) (74,898) (5,165) - |
(43,502) - (1,565) 240,915 (7,225) (2,991) (93,348) (256,283) |
| (176,048) 176,825 |
(145,640) (18,359) |
35
Silver Elephant Mining Corp.
Notes to the Condensed Interim Consolidated Financial Statements (Unaudited) For the Three and Six Months Ended September 30, 2024 (Expressed in Canadian Dollars except where noted)
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21. Supplemental Cash Flow Information
| Supplemental Cash Flow Information | |
|---|---|
| Six Months Ended | |
| September 30, September 30, 2024 2023 ($) ($) |
|
| Non-Cash Financing and Investing Activities: Exploration and evaluation expenditures included in accounts payable Shares issued to settle liability Share-based payments capitalized in mineral properties Bonus shares Finders’ units |
225,226 - 10,000 54,967 1,693 9,277 37,380 - 86,869 - |
| 361,168 64,244 |
22. Capital Management
Management considers its capital structure to consist of share capital, share purchase options and warrants. The Company manages its capital structure and makes adjustments to it, based on the funds available to, and required by the Company in order to support the acquisition, exploration and development of exploration and evaluation assets. The Board of Directors does not establish quantitative returns on capital criteria for management. In order to facilitate the management of its capital requirements, the Company prepares annual expenditure budgets that are updated as necessary depending on various factors.
The properties in which the Company currently holds interests are predominantly in the exploration and development stage with some early stage production at the Paca Project; as such, the Company is dependent on external financing to fund its activities. In order to carry out exploration and development plans and pay for administrative costs, the Company will spend its existing working capital and raise additional amounts as needed. There were no changes in management’s approach to capital management during the six months ended September 30, 2024. Neither the Company nor its subsidiaries are subject to externally imposed capital requirements.
23. Fair Value Measurements and Financial Instruments
- (a) Classification
The Company’s classification of its financial instruments as follows:
| Asset or Liability | IFRS 9 Classification |
|---|---|
| Cash, receivables, and accounts payable | Amortized cost |
| Restricted cash equivalents included in other non-current assets | Amortized cost |
| Due from related parties | Amortized cost |
| Promissory note | Amortized cost |
| Derivative liabilities and contingent liabilities | FVTPL1 |
1 Fair value through profit and loss (“FVTPL”)
36
Silver Elephant Mining Corp. Notes to the Condensed Interim Consolidated Financial Statements (Unaudited) For the Three and Six Months Ended September 30, 2024 (Expressed in Canadian Dollars except where noted)
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23. Fair Value Measurements and Financial Instruments - continued
- (b) Fair Value
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy establishes three levels to classify the inputs to valuation techniques used to measure fair value. The Company utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value as follows:
Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2 – inputs are quoted prices in markets that are not active, quoted prices for similar assets or liabilities in active markets, inputs other than quoted prices that are observable for the asset or liability (for example, interest rate and yield curves observable at commonly quoted intervals, forward pricing curves used to value currency and commodity contracts and volatility measurements used to value option contracts), or inputs that are derived principally from or corroborated by observable market data or other means; and
Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs.
The Company has determined the estimated fair values of its financial instruments based upon appropriate valuation methodologies. As at the Financial Position Date, there were no financial assets measured and recognized in the statement of position that would be categorized as Level 2 or Level 3 in the fair value hierarchy above.
The fair value of the Company’s financial instruments including cash, receivables, accounts payable and accrued liabilities and due from related parties approximates their carrying value due to the immediate or short-term maturity of these financial instruments. Restricted cash equivalents included in other non-current assets is readily convertible into cash, and therefore its carrying value approximates fair value. The fair values of the Company’s interest-bearing promissory note is determined by using the DCF method using discount rate that reflects the issuer’s borrowing rate as at the end of the reporting period. The non-performance risk as at the Financial Position Date was assessed to be insignificant. Derivative liabilities are recorded at fair value based on the quoted market price at the end of each reporting period with changes in fair value through profit or loss. As at the Financial Position Date, the fair value of: 1) derivative liabilities is $3,815 (March 31, 2024 - $72,000), 2) contingent liability is $nil (March 31, 2024 - $157,463), and 3) promissory note is $nil (March 31, 2023 - $3,985,681). The Company does not offset financial assets with financial liabilities. There were no transfers between Level 1, 2 and 3 for the six months ended September 30, 2024.
24. Financial Risk Management
The Company’s financial instruments are exposed to certain financial risks. The risk exposures and the impact on the Company's financial instruments at the Financial Position Date are summarized below. The Board of Directors periodically reviews with management the principal risks affecting the Company and the systems that have been put in place to manage these risks.
(a) Liquidity risk
Liquidity risk is the risk that an entity will be unable to meet its financial obligations as they fall due. The Company manages liquidity risk by preparing cash flow forecasts of upcoming cash requirements. As at the Financial Position Date, the Company had a cash balance of $ 1,223,482 (March 31, 2024 – $2,209,099) and accounts payable and accrued liabilities of $2,250,395 (March 31, 2024 - $3,672,760). Liquidity risk is assessed as high.
37
Silver Elephant Mining Corp. Notes to the Condensed Interim Consolidated Financial Statements (Unaudited) For the Three and Six Months Ended September 30, 2024 (Expressed in Canadian Dollars except where noted)
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24. Financial Risk Management - continued
The Company has a planning and budgeting process in place by which it anticipates and determines the funds required to support normal operation requirements as well as the growth and development of its mineral property interests. The Company coordinates this planning and budgeting process with its financing activities through the capital management process in normal circumstances.
(b) Credit risk
Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company is exposed to credit risk primarily associated with cash, restricted cash equivalents included in other non-current assets and receivables, net of allowances. The carrying amount of financial assets included on the statements of financial position represents the maximum credit exposure.
(c) Market risk
- (i) Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market interest rates. The Company’s cash and restricted cash equivalents included in other non-current assets primarily include highly liquid investments that earn interest at market rates that are fixed to maturity. Due to the shortterm nature of these financial instruments, fluctuations in market rates do not have significant impact on the fair values of the financial instruments as of the Financial Position Date. The Company manages interest rate risk by maintaining an investment policy that focuses primarily on preservation of capital and liquidity.
(ii) Foreign currency risk
The Company is exposed to foreign currency risk to the extent that monetary assets and liabilities held by the Company are not denominated in Canadian dollars. The Company has foreign exploration and development projects in Mongolia and Bolivia and undertakes transactions in various foreign currencies. The Company is therefore exposed to foreign currency risk arising from transactions denominated in a foreign currency and the translation of financial instruments denominated in US dollars, Mongolian tugrik, and Bolivian boliviano into its reporting currency, the Canadian dollar.
(iii) Commodity and equity price risk
Commodity price risk is defined as the potential adverse impact on earnings and economic value due to commodity price movements and volatilities. Commodity prices fluctuate on a daily basis and are affected by numerous factors beyond the Company’s control. The supply and demand for these commodities, the level of interest rates, the rate of inflation, investment decisions by large holders of commodities including governmental reserves and stability of exchange rates can all cause significant fluctuations in prices. Such external economic factors are in turn influenced by changes in international investment patterns and monetary systems and political developments. The Company is also exposed to price risk with regards to equity prices. Equity price risk is defined as the potential adverse impact on the Company’s earnings due to movements in individual equity prices or general movements in the level of the stock market.
38
Silver Elephant Mining Corp. Notes to the Condensed Interim Consolidated Financial Statements (Unaudited) For the Three and Six Months Ended September 30, 2024 (Expressed in Canadian Dollars except where noted)
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24. Financial Risk Management - continued
- (iv) Market risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. The Company’s derivative financial liability includes debts to be settled in common shares of Silver Elephant. A 10% increase or decrease in the market price of common shares of Silver Elephant or CleanTech has a corresponding effect of approximately $6,000 to net loss.
The Company closely monitors commodity prices, individual equity movements and the stock market to determine the appropriate course of action to be taken by the Company. Fluctuations in value may be significant.
Sensitivity Analysis
A 1% change in interest rates does not have a material effect on the Company’s profit or loss and equity.
The Company has certain cash balances, receivables and accounts payables denominated in either the US Dollar, Mongolian Tugrik or Bolivian Boliviano (the “Foreign Currencies”), currencies other than the functional currency of Company. Based on the above, net exposures as at the Financial Position Date, with other variables unchanged, a 10% strengthening (weakening) of the Canadian dollar against the Mongolian Tugrik would impact net loss and comprehensive loss with other variables unchanged by approximately $9,000. A 10% strengthening (weakening) of the Canadian dollar against the Bolivian Boliviano would impact net loss and comprehensive loss with other variables unchanged by approximately $36,000. A 10% strengthening (weakening) of the US Dollar against the Canadian Dollar would impact net loss with other variables unchanged by approximately $5,000. The Company currently does not use any foreign exchange contracts to hedge this currency risk.
25. Contingencies
On September 11, 2024, the Company received a tax notice of assessment of $25,454,080 (63,787,924,960 Mongolian Tugriks) (the “Ulaan Ovoo Tax Assessment”) from Mongolia’s Head of General Department of Taxation in connection with the Company’s transfer of certain licenses of Ulaan Ovoo (the “Ulaan Ovoo License Transfer”) from one wholly owned subsidiary to another wholly owned subsidiary. The Ulaan Ovoo License Transfer was completed on January 5, 2022. Prior to the completion of the Ulaan Ovoo License Transfer, the Company sought tax clarifications and on October 11, 2021 received confirmation from Mongolia’s Large Taxpayer’s Office confirming the Ulaan Ovoo License Transfer would not be subject to income tax as the ultimate owner of the subsidiaries affected by the Ulaan Ovoo License Transfer remain unchanged. Accordingly, the Company filed a dispute for this tax notice of assessment on October 18, 2024. The Company evaluated the applicable IFRS’ for the accounting treatment of the Ulaan Ovoo Tax Assessment, including IAS 12 – Income Taxes, IFRIC 23 – Uncertainty Over Income Tax Treatments, IFRS 21 Levies and IAS 37 – Provisions, Contingent Liabilities and Contingent Assets . No provision has been recorded for the three and six months ended September 30, 2024.
39
Silver Elephant Mining Corp. Notes to the Condensed Interim Consolidated Financial Statements (Unaudited) For the Three and Six Months Ended September 30, 2024 (Expressed in Canadian Dollars except where noted)
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26. Subsequent Events
On October 17, 2024, the Company closed the first tranche of a non-brokered private placement offering raising gross proceeds of $198,450 through the issuance sale of 405,000 units at a price of $0.49 per unit. Each unit consists of one common share of the Company and one share purchase warrant with each warrant entitling the holder to purchase one additional common share of the Company at a price of $0.55 per share for a period of three years from issuance. In connection with the closing, 4,900 units were issued as finders’ fees.
On October 30, 2024 CleanTech sold its Minago Project to Norway House Cree Nation (“NHCN”) for (i) $8,000,000 in cash; (ii) the surrender of 17,561,862 CleanTech common shares owned by NHCN; and (iii) reimbursement in cash of claims maintenance fees up to a maximum of $60,000 incurred by the CleanTech in respect of the Minago Project. As a result and as at October 30, 2024, the Company owned approximately 32% of the common shares of CleanTech.
On November 4, 2024, the Company closed the second tranche of a non-brokered private placement offering raising gross proceeds of $291,550 through the issuance sale of 595,000 units at a price of $0.49 per unit. Each unit consists of one common share of the Company and one share purchase warrant with each whole warrant entitling the holder to purchase one additional common share of the Company at a price of $0.55 per share for a period of three years from issuance. In connection with the closing, 4,900 units were issued as finders’ fees.
40