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Silver North Resources Ltd. — Management Reports 2023
Jan 31, 2023
45758_rns_2023-01-30_951edc5b-5154-4913-8545-c0e5cb348017.pdf
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ALIANZA MINERALS LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS
September 30, 2022
INTRODUCTION
This is Management’s Discussion and Analysis (“MD&A”) for Alianza Minerals Ltd. (“Alianza” or the “Company”) and has been prepared based on information known to management as of January 30, 2023.
The MD&A is intended to complement and supplement the Company’s consolidated financial statements, but it does not form part of those consolidated financial statements. The MD&A should be read in conjunction with the audited consolidated financial statements and the related notes for the years ended September 30, 2022, 2021 and 2020 which have been prepared in accordance with International Financial Reporting Standards (“IFRS”). All dollar figures included in those financial statements and/or this MD&A are quoted in Canadian dollars unless otherwise specified.
FORWARD LOOKING STATEMENTS
Certain sections of this MD&A provide, or may appear to provide, a forward-looking orientation with respect to the Company’s activities and its future results. Consequently, certain statements contained in this MD&A constitute expressed or implied forward-looking statements. Terms including, but not limited to, “anticipate”, “estimate”, “believe” and “expect” may identify forward-looking statements. Forwardlooking statements, while they are based on the current knowledge and assumptions of the Company’s management, are subject to risks and uncertainties that could cause or contribute to the actual results being materially different than those expressed or implied. Readers are cautioned not to place undue reliance on any forward-looking statement that may be in this MD&A.
Forward looking statements that have been made in this MD&A include:
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Plans for exploration of the Company’s exploration and evaluation assets;
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Impairment of long-lived assets;
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The progress, potential and uncertainties of the Company’s exploration and evaluation assets in USA (Nevada and Colorado) and Canada (Yukon);
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References to future commodity prices;
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Budgets or estimates with respect to future activities;
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Estimates of how long the Company expects its working capital to last;
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Expectations regarding the ability to raise capital and to continue its exploration and development plans on its properties; and
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Management expectations of future activities and results.
ALIANZA MINERALS LTD. Management’s Discussion & Analysis
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ADDITIONAL INFORMATION
Financial statements, MD&A’s and additional information relevant to the Company and the Company’s activities can be found on SEDAR at www.SEDAR.com and/or on the Company’s website at www.alianzaminerals.com.
SUMMARY AND OUTLOOK
Alianza is a growth-oriented exploration and development company focused on discovering economic mineral deposits, using a hybrid prospect generator model (getting other partners to fund our properties to minimize dilution as well as funding our own exploration programs on our top projects). Alianza focuses on the Americas, particularly the Cordilleran regions that characterize western North and South America.
As a hybrid prospect generator, the goal of Alianza is to acquire mineral exploration and evaluation assets (Mineral Properties) on attractive terms and add value through early stage exploration. Alianza will fund exploration programs only on select mineral properties and will also vend or option out certain drill ready mineral properties to third-party partners for larger, more expensive exploration programs.
The Company may receive cash or share consideration at the time of the option agreement or during the term of the option agreement. In addition, the Company normally retains an ownership interest in the Mineral Property and a royalty on potential future production.
Alianza recognizes environmental, social and governance (“ESG”) best practices as key components to a responsible mineral exploration and mining sector. The Company’s exploration programs are conducted to meet or exceed environmental regulations, while respecting the communities and environments in which we operate. Alianza strives to earn its social licence wherever it is active, whether that be in northern Canada or southwestern United States, meeting regularly with local communities, regulators and other concerned parties before, and during, exploration work to understand issues important to local and Indigenous communities. Alianza’s approach is based on transparency, open communication, inclusivity and respect, to better enable social and economic benefit for communities as well as value for investors.
The environment for junior resource companies has been challenging for many months and it is anticipated that recovery of the sector may take many more months. We evaluate our projects on a regular basis using criteria that include political environment, relative cost of exploration, seasonality and type of mineral. As a result of our review, we may from time to time add or drop the Mineral Properties.
The Company believes that it has positioned itself well as a hybrid prospect generator due to the following:
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Broad base of projects in USA (Nevada, Colorado) and Canada (Yukon);
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Flexibility to acquire new projects in the Americas as opportunities arise;
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Management team proficient at leveraging early stage exploration with junior and major company partners; and
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Management backed by several strategic shareholder groups.
On May 19, 2022, the Company completed a non-brokered private placement by issuing 10,000,000 units (“Unit”) at a price of $0.075 per Unit for gross proceeds of $750,000. Each Unit consists of one common share and one-half common share purchase warrant. Each warrant entitles the holder to purchase one additional common share for a 36-month period at a price of $0.125. Under the residual value approach, $150,000 was assigned to the warrant component of the Units. The Company incurred share issue costs of $20,370 in connection with this financing.
The gross proceeds of the financings are used for the Company’s working capital, general corporate expenses and to undertake further early stage exploration in certain USA and Canada properties, and for generating new projects.
ALIANZA MINERALS LTD. Management’s Discussion & Analysis
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For the 2022 fiscal year, the Company has continued to monitor its cash very closely and is focusing on key objectives to improve shareholder value. The Company intends to raise more funds either through exploration partnership agreements or with additional private placements in fiscal 2023.
Additional Mineral Property information, including 2022 activity, can be found in Section 3 and more detailed Mineral Property information can be found on the Company’s website at www.alianzaminerals.com.
Management’s overall expectations for the Company are positive, due in part to the following factors:
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The Company is focusing its exploration on silver, gold and copper due to management’s expectation of increasing silver, gold and copper prices;
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The Company is active on a number of properties through the execution of its hybrid prospect generator business model, including the drill program on its Haldane property;
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The Company and Cloudbreak Discovery PLC (“Cloudbreak”) entered into two option agreements with Allied Copper Corp. (“Allied”) on two Mineral Properties in Colorado (the Klondike and Stateline properties);
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The Company’s option agreement with Coeur Mining Inc. (“Coeur”) on the Tim property remain in good standing;
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The Company is working towards negotiating additional ventures on its existing portfolio of properties;
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Management continues its efforts to build the project portfolio through grassroots generative initiatives as well as project acquisitions; and
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Positive results and progress on the Company’s exploration projects.
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TABLE OF CONTENTS
| 1. Background ............................................................................................................................................. 5 |
|---|
| 2. Overview .................................................................................................................................................. 5 |
| 2(a) Company Mission and Focus ...................................................................................................... 5 |
| 2(b) Qualified Person .......................................................................................................................... 5 |
| 2(c) Description of Metal Markets ..................................................................................................... 5 |
| 2(d) Use of the terms “Mineral Resources” and “Mineral Reserves” ............................................ 5 |
| 3. Mineral Properties ................................................................................................................................... 6 |
| 3(a) USA ............................................................................................................................................... 6 |
| i. Twin Canyon, Colorado, USA .............................................................................................. 6 |
| ii. Klondike, Colorado, USA ...................................................................................................... 7 |
| iii. Stateline, Colorado, USA ................................................................................................... 12 |
| iv. Horsethief, Nevada, USA ................................................................................................... 14 |
| v. BP & Bellview, Nevada, USA............................................................................................. 14 |
| vi. East Walker, Nevada, USA ................................................................................................ 15 |
| vii. Ashby, Nevada, USA .......................................................................................................... 15 |
| 3(b) Canada ....................................................................................................................................... 16 |
| i. Haldane, Yukon Territory, Canada ................................................................................... 16 |
| iii Yukon Territory, Canada - Others ..................................................................................... 18 |
| 3(c) Mexico ......................................................................................................................................... 19 |
| 4. Risks and Uncertainties ...................................................................................................................... 21 |
| 5. Impairment of Long-lived Assets ....................................................................................................... 22 |
| 6. Material Financial and Operations Information ................................................................................ 22 |
| 6(a) Selected Annual Financial Information ................................................................................... 22 |
| 6(b) Summary of Quarterly Results ................................................................................................ 23 |
| 6(c) Review of Operations and Financial Results ........................................................................... 23 |
| 6(d) Liquidity and Capital Resources .............................................................................................. 24 |
| 6(e) Disclosure of Outstanding Share Data ..................................................................................... 25 |
| 6(f) Off-Balance Sheet Arrangements ............................................................................................. 26 |
| 6(g) Transactions with Related Parties ........................................................................................... 26 |
| 6(h) Financial Instruments ............................................................................................................... 28 |
| 6(i) Management of Capital Risk ..................................................................................................... 29 |
| 7. Events after the Reporting Period ....................................................................................................... 30 |
| 8. Policies and Controls ........................................................................................................................... 30 |
| 8(a) Significant Accounting Judgments and Estimates .................................................................. 30 |
| 8(b) Exploration and Evaluation Assets .......................................................................................... 31 |
| 9. Internal Control Over Financial Reporting ......................................................................................... 31 |
| 10. Information on the Officers and Board of Directors ........................................................................ 32 |
ALIANZA MINERALS LTD. Management’s Discussion & Analysis
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1. Background
Alianza was incorporated in Alberta, Canada, on October 21, 2005 under the Business Corporations Act of Alberta .
On April 29, 2015, the Company completed a court-approved plan of arrangement with Estrella Gold Corporation (“Estrella”), effected a consolidation of its issued share capital on a ten old shares for one new share basis, changed its name to “Alianza Minerals Ltd.” and began trading under the symbol “ANZ” on the TSX Venture Exchange (“TSXV”). Historical information on the formation of the Company can be found on the Company’s website www.alianzaminerals.com or on SEDAR at www.sedar.com.
2. Overview
2(a) Company Mission and Focus
As a hybrid prospect generator, the Company’s goal is to identify, acquire and explore properties with gold, silver and copper mineralization. The Company focuses on the Americas, particularly the Cordilleran regions that characterize western North America, with properties in Nevada and Colorado USA and Yukon Canada.
The goal is to acquire and/or generate high quality mineral prospects, add value to those prospects through preliminary exploration efforts, and then either carry out its own drill programs, vend them to third parties or option them to partners who will fund further exploration in order to earn a partial interest in the prospects. An acquisition of a prospect can be the outright purchase of a property or it can be as a result of generative exploration efforts. Generative exploration consists largely of prospecting, target reconnaissance and the staking of claims that the Company’s geological team considers viable targets to meet the Company’s hybrid prospect generator exploration criteria.
The Company’s key indicators of success are: (1) Acquisition of properties with potential merit for exploration, option and partner agreements, (2) Exploration or definition of properties such that they are more attractive to potential exploration partners and (3) Exploration partner/option agreements.
2(b) Qualified Person
Jason Weber, BSc., P.Geo is the Qualified Person as defined under National Instrument 43-101 responsible for the technical disclosure in this document. Mr. Weber is the President and Chief Executive Officer of Alianza.
Mr. Weber prepared the technical information contained in this MD&A.
2(c) Description of Metal Markets
Gold and silver prices have remained above their long term averages, albeit with high levels of volatility. Market interest in gold and silver exploration is currently stronger than for base metals.
Market interest in exploration for copper, zinc and lead is increasing. The Company will continue to monitor its resources relative to its opportunities during the fiscal year.
2(d) Use of the terms “Mineral Resources” and “Mineral Reserves”
Any reference in this MD&A to Mineral Resources does not mean Mineral Reserve.
A Mineral Reserve is the economically mineable part of a Measured or Indicated Mineral Resource demonstrated by at least a Preliminary Feasibility Study. This Study must include adequate information
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on mining, processing, metallurgical, economic and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified. A Mineral Reserve includes diluting materials and allowances for losses that may occur when the material is mined.
Mineral Resources are sub-divided, in order of increasing geological confidence, into Inferred, Indicated and Measured categories. An Indicated Mineral Resource has a higher level of confidence than an Inferred Mineral Resource but has a lower level of confidence than a Measured Mineral Resource.
3. Mineral Properties
The Company has properties in Nevada and Colorado USA and Yukon Canada. The following is a brief description of the Mineral Properties owned by the Company.
3(a) USA
i. Twin Canyon, Colorado, USA
On June 17, 2020, the Company acquired a lease of the Twin Canyon gold property in southwest Colorado
The Company agreed to assume the terms of Myron Goldstein and Jon Thorson commitments under the lease, namely the annual lease payments of US$15,000 for ten years, with the right to extend the lease for two additional terms of ten years each. The original property owner has a 1.5% NSR on the property, two-thirds (1%) of which is purchasable at any time for US$1,000,000. If annual NSR payments exceed US$20,000 in a given year, the Company will not have to make the annual US$15,000 lease payment for that year.
Twin Canyon hosts disseminated gold mineralization in bleached Junction Creek sandstone that was first recognized to host gold in the 1950s. The property is located 20 km from the town of Mancos, Colorado.
The Company conducted exploration programs to expand the soil geochemical coverage with a 200sample survey to assess the potential for additional gold mineralization in the Junction Creek sandstone and prioritize targets for follow-up. This program had commenced.
On January 11th, 2023, the Company received notice that its proposal for drilling at Twin Canyon has been approved by the United States Forest Service and the Colorado Division of Reclamation, Mining and Safety, subject to certain standard operating conditions and placement of a $18,104 bond. Alianza has now received all necessary permits to conduct a proposed 13 hole drill program from 8 drill pads, totaling approximately 3,950 metres of drilling. The Company intends to find a partner to fund the drill program.
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ii. Klondike, Colorado, USA
On June 15, 2021, the Company and Imperial X PLC announced that the two companies struck a Strategic Alliance (the “Strategic Alliance”) to explore for copper deposits in the United States. This Strategic Alliance focuses on the identification, acquisition and advancement of copper projects in the southwestern US states of Arizona, Colorado, New Mexico and Utah. Together, the two companies intend to identify new copper exploration opportunities to acquire and advance with the intent of finding a partner to further the projects. Imperial X PLC changed its name to Cloudbreak Discovery PLC (“Cloudbreak”).
Under the terms of the Strategic Alliance, either company can introduce projects to the Strategic Alliance. Projects accepted into the Strategic Alliance will be held 50/50 but funding of the initial acquisition and any preliminary work programs will be funded 40% by the introducing partner and 60% by the other party. Project expenditures are determined by committee, consisting of two senior management personnel from each party. Alianza is the operator of Alliance projects unless the Alliance steering committee determines, on a case-by-case basis, that Cloudbreak would be a more suitable operator. The initial term of the Alliance is two years and may be extended for an additional two years.
The Klondike project is located approximately 25 km south of Naturita, Colorado. This property lies within the Paradox Copper Belt, which includes the producing Lisbon Valley Copper Mine. There are numerous historical copper occurrences that have been identified throughout the district; however, many of these have not been explored using modern exploration techniques.
On December 1, 2021, the Company announced the results from a surface sampling program at the Klondike Property.
A reconnaissance program consisting of mapping, stream sediment sampling and rock sampling was undertaken at Klondike to help define drill targets at the West Graben Fault and East Graben Fault targets. Rock sampling and mapping successfully expanded the footprint of both targets and identified a new target named the Northeast Fault. Sampling at the Northeast Fault returned 1.56% copper and 1.4 grams per tonne (“g/t”) silver over a 4.6 metre chip sample of bleached, bitumen spotted and altered Jurassic sandstones of the Saltwash member of the Morrison Formation.
Copper mineralized sandstones at the Northeast Fault target can be traced along the fault and outboard from it into the adjacent sandstones over an area 200 metres long by 100 metres wide before becoming obscured beneath gravel cover. Further anomalous copper, including 2.1 metres of 463 ppm copper, was encountered over one kilometre to the northwest where the structure and host strata next appear from beneath the same gravel cover.
Klondike Project Highlights:
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Road accessible, 843 hectare property covering Paradox basin sedimentary package in San Miguel County, Colorado;
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Favourable stratigraphy known to host Sediment-hosted copper deposits in the emerging Paradox Copper Belt similar to the operating Lisbon Valley Mining Complex, 50 kilometres to the northwest;
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Three multi-kilometre scale copper-mineralized target areas at the West Graben, East Graben and Northeast Fault targets; and
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Chip sample results of 1.56% copper and 1.4 g/t silver over 4.6 metres; grab sample results that include; 2.80% copper and 37.8 g/t silver, 1.53% copper and 24.2 g/t silver, 3.79% copper and 1.9 g/t silver.
Figure 1. Klondike Geology and Copper Results Map
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Table 1. Klondike surface rock sampling results.
| Table 1.Klo | ndike surf | acerock | samplingr | esults. | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| SampleNo. | Cu (ppm) | Cu (%) | Ag (ppm) | Co (ppm) | Pb (ppm) | Zn(ppm) | As (ppm) | V(ppm) | Type | Target |
| 569596 | 3560 | 0.36 | <0.5 | 1 | 7 | 16 | 11 | 156 | Float | EGF |
| 569597 | 66 | <0.5 | 1 | 8 | 10 | 2.5 | 17 | Grab | EGF | |
| 569598 | 21 | <0.5 | 1 | 9 | 43 | 15 | 36 | Grab | EGF | |
| 569601 | 75 | <0.5 | 2 | 53 | 58 | 14 | 167 | Grab | EGF | |
| 569602 | 138 | 0.01 | <0.5 | 2 | 35 | 199 | 31 | 88 | Grab | EGF |
| 569634 | 28000 | 2.80 | 37.8 | 7 | 139 | 31 | 11 | 1175 | Grab | EGF |
| 569635 | 15250 | 1.53 | 24.2 | 11 | 196 | 34 | 15 | 1300 | Grab | EGF |
| 569636 | 37900 | 3.79 | 1.9 | 12 | 38 | 367 | 205 | 30 | Grab | NEF |
| 569637 | 15550 | 1.56 | 1.4 | 1 | 15 | 12 | 11 | 40 | Chip (4.6m) | NEF |
| 569640 | 463 | 0.04 | <0.5 | 3 | 66 | 22 | 2.5 | 75 | Chip (2.1m) | NEF |
| 569641 | 56 | <0.5 | 1 | 5 | 10 | 2.5 | 34 | Chip (2.4m) | NEF | |
| 569642 | 20 | <0.5 | 4 | 6 | 55 | 2.5 | 35 | Grab | NEF | |
| 569643 | 13 | <0.5 | 3 | 6 | 64 | 2.5 | 23 | Grab | WGF | |
| 569644 | 18 | <0.5 | 1 | 5 | 7 | 2.5 | 16 | Grab | ||
| 569645 | 18 | <0.5 | 7 | 34 | 326 | 38 | 13 | Grab | ||
| 569646 | 11 | <0.5 | 2 | 30 | 594 | 49 | 18 | Grab | ||
| 569647 | 8 | <0.5 | 1 | 8 | 13 | 2.5 | 39 | Grab | ||
| 569648 | 5 | <0.5 | 0.5 | 7 | 10 | 5 | 49 | Grab | ||
| 569649 | 4010 | 0.40 | 4.5 | 63 | 3700 | 144 | 99 | 576 | Select | |
| 569651 | 27 | <0.5 | 2 | 40 | 51 | 2.5 | 17 | Grab | ||
| 680154 | 13 | <0.5 | 2 | 15 | 26 | 78 | 48 | Grab | WGF | |
| 680156 | 62300 | 6.23 | 127 | 13 | 73 | 116 | 8 | 887 | Select | WGF |
EGF: East Graben Fault, WGF: West Graben Fault, NEF: Northeast Fault
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Of the samples reported from a limited historical prospecting and mapping program, 11 out of 15 returned assays ranging from 0.12 to 6.3% copper and below detection to 85.4 g/t silver. Additionally, disseminated copper-silver mineralization has also been identified in outcropping sandstones of Jurassic and Permian age. Sampling completed during the current program further defined copper silver mineralization along the West and East Graben Fault targets including: 2.80% copper and 37.8 g/t silver, 1.53% copper and 24.2 g/t silver and 6.23% copper and 127 g/t silver.
The project is road accessible year-round, traveling two kilometres of gravel road from paved highway. The project is comprised of 76 mining claims on Federal mineral rights managed by the BLM, in addition to an Exploration Permit and an exclusive right to a State lease from the State of Colorado.
On December 3, 2021, the Company and Cloudbreak entered into an option agreement with Allied Copper Corp. (“Allied”) to explore the Klondike property. On February 1, 2022, the option agreement was amended with the following terms where the Company and Cloudbreak will each receive 50% of the option payments.
Allied can earn a 100% interest in the Klondike property by (i) incurring $4.75 million in exploration expenditures on the property over four years, with expenditure shortfalls able to be paid in cash to the Company and Cloudbreak, (ii) issuing 7 million common shares over two years, (iii) making cash payments totaling $400,000 over four years and (iv) issuing 3,000,000 warrants exercisable for a threeyear term at a price equal to the greater of (i) $0.23 and (ii) the 10-day VWAP of Allied’s common shares at the time of the issuance, as follows:
| Date/Period | Expenditures | Option Payment | ||
|---|---|---|---|---|
| Cash | Shares | Warrants | ||
| On the Effective Date | None | $50,000 (Company’s portion of $25,000 received) |
None | None |
| On the Closing Date (February 3, 2022) |
None | $150,000 (Company’s portion of $75,000 received) |
2,000,000 (Company’s portion of 1,000,000 shares received) |
None |
| On or before 1st anniversary of the Closing Date |
$500,000 | None | 2,000,000 | None |
| On or before 2nd anniversary of the Closing Date |
$750,000 | None | 3,000,000 | None |
| On or before 3rd anniversary of the Closing Date |
$1,500,000 | $100,000 | None | 3,000,000 |
| On or before 4th anniversary of the Closing Date |
$2,000,000 | $100,000 | None | None |
Upon Allied’s completion of these option agreement obligations, the Strategic Alliance will transfer a 100% interest in the Klondike property to Allied.
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The Strategic Alliance will retain a 2% net smelter royalty which is subject to a buy down provision where Allied may, at its discretion, repurchase half of the royalty for $1,500,000 within 30 days of commercial production.
If Allied files on SEDAR an NI 43-101 technical report establishing the existence of a resource on any portion of the Klondike Property of at least 50,000,000 tonnes of either copper or copper equivalent at a minimum cut-off grade of 0.50% copper or copper equivalent and categorized as a combination of inferred resources, indicated resources and measured resources, then Allied will also issue a further 3,000,000 warrants exercisable for a three year term at a price equal to the greater of (i) $0.23 and (ii) the 10-day VWAP of Allied’s common shares at the time of the issuance.
On April 29, 2022, the Company announced that Allied had completed an airborne magnetics survey at the Klondike property. A total of 213 line kilometres of surveying was completed at the property in order to help prioritize drilling targets for future campaigns.
This survey was conducted using a drone-mounted magnetometer collecting data on 50 metre line spacings to provide a high resolution data set to assist in targeting drilling at the Northeast Fault, West Graben Fault and East Graben Fault targets. The data from the current program was being processed and the results would be interpreted to target potential structures and alteration associated with copper mineralization.
Allied recently filed the National Instrument (“NI”) 43-101 Technical Report on SEDAR titled “Technical Report on the Klondike Exploration Project, San Miguel County, Colorado, USA”. The report can be found at www.sedar.com or on Allied’s website at www.alliedcoppercorp.com.
On June 22, 2022, the Company announced that the required permits to begin the 2022 drilling program had been received.
On August 10, 2022, the Company announced that a 1,000 metre drill program was underway at the Klondike Property. The drill was turning and most of the construction related to the drill pads and temporary road access to them was complete. Notably, construction of the access between pads L and N at the Northeast Fault target revealed numerous new occurrences of copper oxide mineralized sandstone.
The planned 1,000m drill program was designed to test three separate multi-kilometre copper-mineralized targets at the West Graben, East Graben and Northeast faults. The first phase $1.0 million drill program would test at least five of the 12 highest priority drillholes to a maximum depth of approximately 250m. It was anticipated that the program would take four to six weeks to complete, with results potentially available in Q4 2022.
Five holes were completed testing the Northeast Fault (2 holes), West Graben Fault (2 holes) and East Graben Fault (1 hole) targets. Hole KDB22-05 tested a strand of the West Graben Fault yielding long intersections of alteration and 42 metres of anomalous copper mineralization in a halo surrounding a fault intersection of 4.26% copper over 1.06 metres. Management interprets this result to indicate strong potential for copper mineralization on the main strand of the West Graben Fault. This target is a priority for the next phase of drilling at Klondike.
North East Fault Target
Two holes were drilled in a scissor pattern to test the trace of the North East Fault. Neither hole was able to get to the target depth due problems with the drill rig. KDB22-01 was collared on Salt Wash Member sandstone that is strongly mineralized in the target area, including previous chip samples including 4.6 m that averaged 1.56% copper and 1.4 g/t silver in 2021 sampling. The first 3.4 metres of malachite and copper oxide mineralization were not recovered due to broken ground and setting casing, with the next
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6.8 metres averaging 0.51% copper, while KDB22-04 intersected 3.08 m of 0.24% copper from 14.57 metres depth.
The presence of significant copper mineralization at the tops of KDB22-01 and -04 is particularly encouraging as the targeted North East Fault was not tested. Copper mineralized sandstones at the Northeast Fault target can be traced along the fault and outboard from it into the adjacent sandstones over an area 200 metres long by 100 metres wide before becoming obscured beneath gravel cover. Further anomalous copper, including 2.1 metres of 463 ppm copper, was encountered over one kilometre to the northwest where the structure and host strata next appear from beneath the same gravel cover.
West Graben Fault
KDB22-02 and -05 were located to test the West Graben Fault target. KDB22-05 intersected an eastern strand of the West Graben fault, which contained native copper and chalcocite at a depth of 44.96 metres. This interval returned 4.26% copper over 1.06 metres within a broad interval of anomalous copper mineralization (chalcocite and copper oxide) averaging 0.15% over 42 metres (excluding the high grade interval – 0.043% copper over 42 metres). This hole exhibits extensive alteration and bleaching, with chalcocite and copper oxides within four different sedimentary units within the hole. The strong copper mineralization within the fault strand and the extent of alteration and bleaching in adjacent units suggests the main strand of the fault remains a highly prospective target.
East Graben Fault
One hole targeted the East Graben Fault, where surface sampling returned anomalous copper over 2 km of strike length, including 2.8% copper with 37.8 g/t silver and 1.5% copper with 24.3 g/t silver in rock samples. KDB22-03 encountered patchy malachite and copper oxides throughout the section cutting sandstones of the Salt Wash Formation. Again, due to difficulties with the drill rig, the fault itself was not intersected and the target remains untested. The presence of patchy copper mineralization, particularly in the Salt Wash Formation indicates potential for copper mineralization between the two graben bounding faults (East and West Graben faults), a distance of 600 metres from KDB22-05.
Figure 2 . Klondike Geology and Drill Plan with Copper Results
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iii. Stateline, Colorado, USA
On November 29, 2021, the Strategic Alliance of the Company and Cloudbreak announced the acquisition of the Stateline Property (“Stateline”), located in Colorado and Utah, consisting of 22 unpatented mining claims acquired from local prospectors.
The Stateline property is located approximately 40 kilometres southwest of Naturita, Colorado, covering the state boundary between Utah and Colorado at the southeast end of the Lisbon Valley. This property lies within the Paradox Copper Belt, which includes the producing LVMC. There are numerous historical copper occurrences that have been identified throughout the belt, however, many of these have not been explored using modern exploration techniques.
At Stateline, historical exploration was conducted as part of the regional programs associated with the LVMC. Previous explorers reported copper mineralization highlighted by results of 1.6% copper and 1.7 g/t silver in outcrop. Mineralization visible in outcrop occurs as disseminated malachite, which may be amenable to modern open pit mining with Solvent Extraction Electro Winning (“SXEW”) processing similar to the LVMC. The mineralization noted to date is interpreted to be the southeast extension of the Flying Diamond mineralization, which is a current target of interest associated with the LVMC.
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Figure 1. Stateline Property Location and Regional Geology Plan Map
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Stateline is located adjacent to a northwest trending graben bounding fault near the southeast terminus of the Paradox Basin salt-cored anticline in a similar structural and stratigraphic setting as the LVMC. Copper mineralization occurs in bleached and altered, permeable sandstone units adjacent to the faults. Copper mineralization in outcrop includes malachite, azurite, chalcocite and black copper oxides.
Historical surface sampling of mineralized outcrops has yielded assay results up to 1.6% copper and 1.7 g/t silver and 0.45% copper and 2.1 g/t silver. Disseminated copper-silver mineralization has also been identified in several outcropping sandstones in other stratigraphic positions. Both styles of mineralization will be investigated in upcoming work programs with the goal of refining drill targets in these units. Initial work will include detailed geological mapping, soil and rock sampling, and geophysics.
The project is road accessible year-round, via a network of roads through the valley, including those supporting access to the LVMC. The project is comprised of 22 mining claims on Federal mineral rights managed by the BLM. Ground covered by the current claims was at one time part of the Lisbon Valley Mining Complex claim package.
The Stateline project was purchased from the underlying vendors for a USD$20,000 cash payment and a further USD$40,000 payment in the form of cash and/or shares.
On February 10, 2022, the Company and Cloudbreak announced the optioning of the Stateline property to Allied. Under the Stateline Option Agreement, Allied can earn a 100% interest in the property under the following terms (all payments amounts are split 50/50 between Alianza and Cloudbreak):
Allied can earn a 100% interest in the Stateline property by (i) incurring $3.75-million in exploration expenditures on the property over four years, with expenditure shortfalls able to be paid in cash to the
ALIANZA MINERALS LTD. Management’s Discussion & Analysis
Page 13 of 32
Company and Cloudbreak, (ii) issuing 4.25 million common shares and (iii) making cash payments totaling $315,000 over three years, as follows.
| Date/Period | Expenditures | Option Payment | Option Payment |
|---|---|---|---|
| Cash | Shares | ||
| On the Effective Date | None | $40,000 (Company’s portion of $20,000 received) |
None |
| On the Closing Date (September 8, 2022) |
None | $50,000 (Company’s portion of $25,000 received) |
500,000 (Company’s portion of 250,000 sharesreceived) |
| On or before 1stanniversary of the ClosingDate |
$500,000 | $50,000 | 750,000 |
| On or before 2ndanniversary of the ClosingDate |
$750,000 | $75,000 | 1,500,000 |
| On or before 3rdanniversary of the ClosingDate |
$1,000,000 | $100,000 | 1,500,000 |
| On or before 4thanniversary of the ClosingDate |
$1,500,000 | None | None |
The Strategic Alliance will retain a 2% net smelter royalty which is not subject to a buy down provision.
If Allied acquires additional mineral tenures within the Area of Interest (the “AOI”), it will issue the Alliance additional common shares on a sliding scale that is proportional to the area of the acquired mineral tenures. Conversely, if the Alliance acquires mineral tenures within the AOI, it will first offer them to Allied and be compensated on that same sliding scale, should Allied choose to acquire them.
Permitting is underway to facilitate drill testing in the next phase of work at Stateline.
iv. Horsethief, Nevada, USA
The Horsethief property was acquired from Sandstorm Gold Ltd. (“Sandstorm”) in January 2015 and consists of 30 claims located in Lincoln County, northeast of Pioche. The exploration target on this property is Carlin style gold mineralization. A 2% NSR is payable to Nevada Eagle Resources LLC (“NER”) from production from some claims on the property and a 1% NSR is payable to Sandstorm from all the claims on the property.
On March 1, 2019, the Company entered into an option agreement with Hochschild Mining (US) Inc. (“Hochschild”) whereby Hochschild could earn up to a 70% undivided interest in the Horsethief property. During the option period, Hochschild had forwarded a total of $1,601,766 (US$1,200,814) for the Horsethief property. On November 20, 2020, Hochschild terminated the earn-in on the Horsethief project. Thus, the Company retains 100% interest in the Horsethief project.
On September 1, 2022, the Company dropped the claims that comprise the Horsethief project.
v. BP & Bellview, Nevada, USA
The Bellview property, acquired from Sandstorm in January 2015, is located in White Pine County, 85 km south of Elko, Nevada and 13 km north of the Bald Mountain Gold Mine on the southern extension of the Carlin Trend. Bellview features a geological setting prospective for sediment-hosted gold mineralization. Work by a previous operator identified stratigraphic targets similar to the geologic setting observed at
ALIANZA MINERALS LTD. Management’s Discussion & Analysis
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Bald Mountain. Targets are primarily defined by gold-in-soil geochemical anomalies and gold-bearing silicified jasperoid breccias in stratigraphy recognized regionally and at the Bald Mountain Mine to host gold mineralization. Upon production from the property, some of the claims on the property have a 2% NSR to Fronteer Development Group Inc. with a 1% NSR to Sandstorm, while the remaining claims have a 1% NSR to Sandstorm.
The BP property, acquired from Almaden Minerals Ltd. (“Almaden”) in June 2013, is located in Elko County, 57 km south of Carlin, Nevada and 41 km northwest of the Bald Mountain Mine. The property has had little previous gold exploration prior to a reconnaissance program in 2010 that identified gold-bearing jasperoid and anomalous gold and pathfinder geochemistry on surface. Alianza conducted a mapping and prospecting program in 2017 that identified potential structural conduits for mineralizing fluid flow as evidenced by anomalous pathfinder geochemistry and the presence of barite, clay alteration and limonite staining near the intersections of prominent structures. Additional evidence of favourable structural setting is seen in the eastern portion of the property where repetition of the stratigraphy suggests a series of northeast trending structures. Significantly, new jasperoid occurrences were identified along the aforementioned structures in proximity to the projected intersection with northwest trending graben structures. Jasperoids are elevated in gold and pathfinder geochemistry, including arsenic, barium, mercury, molybdenum and antimony. Almaden retains a 2% NSR royalty on future production on this property.
In 2019, the Company completed mapping, prospecting and stratigraphic studies at these two properties, as well as a magnetics survey at Bellview. The work performed were funded by Hochschild under option agreements where Hochschild terminated in November 2019 and the Company retains 100% interest in both the Bellview and BP properties.
In late 2021, the Company completed a conodont fossil study to aid in determining the identity of key stratigraphic sedimentary units on the BP property.
On September 1, 2022, the Company dropped the claims that comprise the Bellview project.
vi. East Walker, Nevada, USA
The East Walker property, acquired from Sandstorm in January 2015, is located in Lyon County, west of Hawthorne. The geology is prospective for high-sulphidation epithermal gold mineralization. Outcrop mapping expanded the area of clay-silica alteration, which remains open to the north and south, to at least 900 by 600 metres in size. Geochemical results and visual observations indicate significant leaching, but two areas were chip sampled approximately 70 metres apart, returning 20 metres averaging 1.38 g/t Au and 23.1 metres averaging 0.49g/t Au. The system appears to consist of steeply east-west oriented structures. Limited prior drilling (shallow, vertical holes dating back to the mid 1980’s) has not tested these high angle structures.
A 2% NSR is payable to NER from production from some claims on the property and a 1% NSR is payable to Sandstorm from all the claims on the property.
vii. Ashby, Nevada, USA
The Ashby property, acquired from Sandstorm in January 2015, is located in Mineral County, near Hawthorne. The claims cover mesothermal gold-bearing quartz veins within the Jurassic Dunlap Formation. Historic production of 9,000 ounces is reported from the 1930’s and several hundred ounces per year during the 1980’s and 1990’s. Vein widths range from 15 centimeters to 1.8 meters and gold grades are reported from sub-gram to multi-ounce intervals. The property has had very limited modern exploration.
A 2% NSR is payable to NER and a 1% NSR is payable to Sandstorm on production from the property.
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On August 2, 2017, the Company signed an exploration lease agreement to lease the Ashby gold property to Nevada Canyon Gold Corp. (“Nevada Canyon”). Under the terms of the agreement, Nevada Canyon made a US$1,000 payment on signing and an annual payment of US$2,000 and will grant a 2% Net Smelter Royalty (“NSR”) on future production from the Lazy 1-3 claims comprising the Ashby property. Nevada Canyon will also be responsible for all claim fees and certain reclamation work to be undertaken on the property. The initial term of the lease is 10 years and can be extended for an additional 20 years.
3(b) Canada
i. Haldane, Yukon Territory, Canada
On March 2, 2018, the Company purchased a 100% interest in the Haldane Property from Equity Exploration Consultants Ltd. (“Equity”). The 8,579 hectare (432 claims) Haldane Property is located 25 km west of Keno City, Yukon Territory, in the western portion of the Keno Hill Silver District.
On February 9, 2022, the Company announced that it filed on SEDAR a National Instrument 43-101 (“NI 43-101”) compliant technical report on its 100% owned Haldane project entitled “Technical Report on the Haldane Project, Yukon, Canada” (the “Technical Report”). The Technical Report had an effective date of December 31, 2021, and was prepared by Murray Jones, MSc, PGeo of Equity Exploration Consultants Ltd., a Qualified Person as defined in NI 43-101.
Recent work at Haldane has tested the West Fault target. Drilling in 2021 aimed to follow up the result from a late 2020 intersection (8.72 m estimated true width averaging 311 g/t silver, 0.89% lead and 1.13% zinc) with 50 metre step outs along strike and down dip, extending mineralization 100 metres along strike and 90 metres down trend. This campaign was highlighted by additional high-grade results of 3.14 m estimated true width averaging 1,351 g/t silver, 2.43% lead and 2.91% zinc in hole HLD21-24 including 1.26 m estimated true width averaging 3,267 g/t silver, 5.80% lead and 7.02% zinc. Drilling revealed two splays of strongly mineralized veins within the West Fault Complex. The next phase of drilling will test the West Fault Complex vein mineralization to the southwest and down dip to determine the extent of high grade silver mineralization at this target. This program is planned to commence in the autumn with a minimum of 2,000 metres of drilling planned. In addition to the high priority West Fault, plans for additional holes at the Middlecoff and the recently discovered Bighorn targets are being drawn up as well. Program details will be made available once finalized.
On September 13, 2022, the Company announced that crew commenced exploration work at Haldane. This first phase program will consist of mapping, prospecting and trenching of targets in preparation for drill testing. Exploration at Haldane was investigating the extensions of historical high-grade silver production on the property as well as recently defined targets, such as the West Fault where Alianza was outlining high-grade silver mineralization which recently returned 3.14 m (true width) averaging 1,351 g/t silver, 2.43% lead and 2.91% zinc in drilling.
The current program investigated four areas with potential for traditional “Keno-style” carbonate-silverbearing sulphide vein mineralization in the Basal Quartzite member of the Keno Hill Quartzite formation, as seen at the Middlecoff and West Fault zones at Haldane and similar to that which comprises ore at the nearby Keno Hill mine and surrounding deposits recently purchased by Hecla Mining. Targets may also be prospective for gold mineralization in the Sourdough member of the Keno Hill Quartzite formation, which sits stratigraphically above the Basal Quartzite member. Other explorers in the district such as Banyan Gold had recently been successful in identifying gold deposits within this unit.
Four target areas were investigated in the 2022 program, Bighorn, Sundown, Bighorn East and Ross West. Field work at Bighorn targeted the extension of known mineralization identified in surface trenches and diamond drilling in 2019. This hole (HLD19-15) was the first test within a 900 metre long silver-lead
ALIANZA MINERALS LTD. Management’s Discussion & Analysis
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soil geochemical anomaly, intersecting four separate structures in drilling, with one yielding 2.35 m of 125.7 g/t silver and 4.39% lead. Trench BHU3 intersected faulted quartzites and schists of the Basal Quartzite Member of the Keno Hill Formation approximately 250 m south of HLD19-15. No sulphides remain, but sampled oxide mineralization from a 2 m chip sample returned 32.7 g/t silver. This structure, now termed the BT structure, has been identified in drilling and in surface trenching over 525 metres of strike length with at least 1,400 metres of strike potential in the favourable Basal Quartzite Member host rocks. Importantly, further potential to expand the BT structure strike exists where the fault continues within the Basal Quartzite under cover of the overlying Sourdough Member. In light of these encouraging results, Alianza has elevated the Bighorn target as a priority for drill testing in 2023, along with the West Fault.
Crews were unable to identify the source of anomalous soil geochemical results, largely due to the depth of overburden and a lack of outcrop at the Sundown and Ross West target areas. At Bighorn East intrusive sills and dykes identified in the area were not precious metals bearing.
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ii Tim Property, Yukon Territory, Canada
In 2013, the Company’s predecessor, Tarsis Resources Ltd. (“Tarsis“) completed a focused work program to re-evaluate a historical zone of silver-lead-zinc rich carbonate replacement mineralization originally exposed by mechanized trenching in 1988. Historical chip sampling across the zone returned 352 g/t silver and 9.12% lead across 4.00 metres. In addition to this exposure, similar mineralization was also reported in adjacent trenches 180 and 250 metres on either side of the central trench. This zone has never been tested with drilling. Tarsis resampled the central trench in 2013, returning 3.7 metres assaying 365 g/t silver and 7.5% lead from a channel sample.
On January 27, 2020, the Company announced that it signed an option agreement with a wholly owned subsidiary of Coeur Mining Inc. (“Coeur”) to explore the road-accessible Tim property in southern Yukon. Exploration at Tim property is targeting high-grade silver-lead mineralization similar to that at Coeur’s at its Silvertip operation, located 19 kilometres south of the Tim property.
Coeur can earn an initial 51% interest in the Tim property by (i) financing $3.55 million in exploration over five years and (ii) making scheduled cash payments totaling $275,000 over five years as follows:
| Date/Period | Expenditures | Option Payment |
|---|---|---|
| On the Effective Date | None | $10,000(received) |
| On or before 1stanniversaryof the Class 1 Notification Date | $50,000 | $15,000(received) |
| On or before 2ndanniversaryof the Class 1 Notification Date | $500,000 | $25,000(received) |
| On or before 3rdanniversaryof the Class 1 Notification Date | $500,000 | $50,000 |
| On or before 4thanniversaryof the Class 1 Notification Date | $1,000,000 | $75,000 |
| On or before 5thanniversaryof the Class 1 Notification Date | $1,500,000 | $100,000 |
(*) Class 1 Notification Date is December 16, 2020.
After earning an initial 51% interest in the property, to increase its interest to 80%, Coeur must finance a feasibility study and notify the Company of its intention to develop a commercial mine on the property on or before the eighth anniversary from the date of notification of the Class 1 exploration permit, as well as pay an additional $300,000 to the Company as follows:
| Date/Period | Option Payment |
|---|---|
| On or before 6thanniversary of the Class 1 Notification Date | $100,000 |
| On or before 7thanniversary of the Class 1 Notification Date | $100,000 |
| On or before 8thanniversary of the Class 1 Notification Date | $100,000 |
Coeur is the operator for exploration programs conducted at Tim. Permitting for a drill program was ongoing through 2022. It is expected that permits will be approved to allow for a 2023 drill program to be conducted by Coeur at Tim.
iii Yukon Territory, Canada - Others
The Company is assessing the next stages of work for its three other Yukon projects: Goz Creek (zincsilver in central Yukon), Mor Property (gold-silver-base metal drill intersections in southern Yukon) and White River (high grade gold-silver+copper in southwest Yukon). Management is prioritizing these projects for option and where appropriate, programs to upgrade targets to drill-ready status.
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Page 18 of 32
3(c) Mexico
The Company has a 1% Net Smelter Royalty, capped at $1,000,000, on certain Mexican properties that were sold to Almadex Minerals Limited.
4(d) Peru
The Company relinquished the Yanac property in Peru during 2022. The Company retains a 1.08% Net Smelter Royalty on the Pucarana property.
ALIANZA MINERALS LTD. Management’s Discussion & Analysis
Page 19 of 32
Exploration and Evaluation Assets for the year ended September 30, 2022
| Balance at September 30, 2021 | USA | Page 20 of 32 Haldane KRL Others $ 4,648,181$ 330,269$ 1,109,218 - - - - - - - - - 1,066 - - 30,005 - - 55,332 - - 11,731 - - 786 - - - - - 179,177 4,206 - - - - - - 1,995 - - - 13,823 2,500 - - - - 23,845 - - - - - 315,765 6,706 1,995 - - - - - - - - (40,000) -(336,975) - 315,765 (330,269) (38,005) - - - $ 4,963,946 $ - $ 1,071,213 Canada |
Peru Yanac $ 430,236 - - - - - - - - - - - - - - - - - - - - - (444,295) (444,295) 14,059 $ - |
Total |
|---|---|---|---|---|
| Horsethief Twin Canyon Klondike Stateline Others |
||||
| $ 150,553$ 544,274$ 49,263$ 17,866$ 428,519 | $ 7,708,379 | |||
| Additions during the year Acquisition costs: Claim staking Property acquisition Exploration expenditures: Aircraft charter Camp, travel and meals Drilling Field equipment rental Field supplies and maps Geochemical Geological consulting Legal and accounting Licence and permits Management fees Permitting Reclamation Reporting, drafting, sampling and analysis Trenching Less: Option payment received Proceeds received in excess of exploration and evaluation asset costs - recognized as income Recovered exploration expenditures Write-down of properties Net additions Foreign currency translation Balance at September 30, 2022 |
- - 69 811 - - 20,561 21,931 49,345 - |
880 91,837 |
||
| - 20,561 22,000 50,156 - |
92,717 |
|||
| - - - - - - 645 50,344 714 - - - 591,169 - - - - 27,769 - - - - 7,462 104 - - 407 1,535 - - - 8,473 77,439 25,449 5,214 - 3,444 3,729 1,666 2,823 - 15,870 18,159 8,364 14,869 - - 15,078 4,797 - - 16,173 98,901 7,722 - - - 10,525 - - - 273 205 12,953 - - 274 86,340 394 - |
1,066 81,708 646,501 39,500 8,352 1,942 299,958 11,662 59,257 19,875 139,119 10,525 37,276 87,008 |
|||
| - 45,559 988,655 62,163 22,906 | 1,443,749 |
|||
| - - (325,000) (87,500) - - - 310,210 31,756 - - - (1,041,494) (73,168) (3,304) (146,089) - - -(110,687) |
(412,500) 341,966 (1,157,966) (1,038,046) |
|||
| (146,089) 66,120 (45,629) (16,593) (91,085) (4,464) 41,266(3,634) (1,273) 1,262 |
(730,080) 47,216 |
|||
| $ - $ 651,660 $ - $ - $ 338,696 |
$ 7,025,515 |
|||
| ALIANZA MINERALS LTD. |
ALIANZA MINERALS LTD. Management’s Discussion & Analysis
4. Risks and Uncertainties
The Company is engaged in the exploration for mineral deposits. These activities involve significant risks which even with careful evaluation, experience and knowledge may not, in some cases, be eliminated. The Company’s success depends on a number of factors, many of which are beyond its control. The primary risk factors affecting the Company include inherent risks in the mining industry, metal price fluctuations and operating in foreign countries and currencies.
Inherent risks within the mining industry
The commercial viability of any mineral deposit depends on many factors, not all of which are within the control of management. Some of the factors that will affect the financial viability of a given mineral deposit include its size, grade and proximity to infrastructure. Government regulation, taxes, royalties, land tenure and use, environmental protection and reclamation and closure obligations could also have a profound impact on the economic viability of a mineral deposit.
Mining activities also involve risks such as unexpected or unusual geological operating conditions, floods, fires, earthquakes, other natural or environmental occurrences and political and social instability. It is not always possible to obtain insurance against all such risks and the Company may decide not to insure against certain risks as a result of high premiums or for other reasons. The Company does not currently maintain insurance against political or environmental risks. Should any uninsured liabilities arise, they could result in increased costs, reductions in profitability, and a decline in the value of the Company’s securities.
There is no assurance at this time that the Company’s current mineral properties will be economically viable for development and production.
Prices for gold and other commodities
Metals prices are subject to volatile price fluctuations and have a direct impact on the commercial viability of the Company’s exploration properties. Price volatility results from a variety of factors, including global consumption and demand for metals, international economic and political trends, fluctuations in the US dollar and other currencies, interest rates, and inflation. The Company has not hedged any of its potential future gold or other metal sales. The Company closely monitors gold prices as well as other metal prices to determine the appropriate course of action to be taken by the Company.
Foreign currency risks
The Company uses the Canadian dollar as its measurement and reporting currency, and therefore fluctuations in exchange rates between the Canadian dollar and other currencies may affect the results of operations and financial position of the Company. The Company does not currently have any foreign currency or commercial risk hedges in place.
The Company raises the majority of its equity financings in Canadian dollars while foreign operations are predominately conducted in Peruvian soles and US dollars. Fluctuations in the exchange rates between the Canadian dollar, US dollar and Peruvian soles may impact the Company’s financial condition.
Risks Associated with Foreign Operations
The Company’s investments in foreign countries such as USA carry certain risks associated with different political, business, social and economic environments. The Company is currently evaluating gold and other commodities in USA, but will undertake new investments only when it is satisfied that the risks and uncertainties of operating in different cultural, economic and political environments are manageable and reasonable relative to the expected benefits.
ALIANZA MINERALS LTD. Management’s Discussion & Analysis
Page 21 of 32
Title to mineral properties involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyance and regulatory characteristics of property rights in certain foreign countries. Access to mineral properties also involves certain inherent risks due to the change in local ranchers and land owners.
Future government, political, legal or regulatory changes in the foreign jurisdictions in which the Company currently operates or plans to operate could affect many aspects of the Company’s business, including title to properties and assets, environmental protection requirements, labor relations, taxation, currency convertibility, repatriation of profits or capital, the ability to import necessary materials or services, or the ability to export produced materials.
The exploration of mineral resources in USA is subject to a comprehensive review, approval and permitting process that involves various federal, state and local agencies. There can be no assurance given that the required approvals and permits for a mining project, if technically and economically warranted, on the Company’s claims can be obtained in a timely or cost-effective manner. The US government may enact a law requiring royalties on minerals produced from federal lands, including unpatented claims.
Competition
The Company competes with larger and better-financed companies for exploration personnel, contractors and equipment. Increased exploration activity has increased demand for equipment and services. There can be no assurance that the Company can obtain required equipment and services in a timely or costeffective manner.
Financing
All of the Company’s short- to medium-term operating and exploration cash flow have been derived from external financing. Should changes in equity-market conditions prevent the Company from obtaining additional external financing in the future, the Company will review its exploration-property holdings and programs to prioritize project expenditures based on funding availability.
5. Impairment of Long-lived Assets
The Company completed an impairment analysis as at September 30, 2022, which considered the indicators of impairment in accordance with IAS 36, “Impairment of Assets”. Management concluded that no further impairment charges were required other than those already taken because:
-
there have been no significant changes in the legal factors or climate that affects the value of the properties;
-
all property rights remain in good standing;
-
there have been no significant changes in the projections for the properties;
-
exploration results are generally positive; and
-
the Company intends to continue its exploration and development plans on its properties or seek optionees/partners for future exploration of its properties.
6. Material Financial and Operations Information
6(a) Selected Annual Financial Information
The following selected annual financial information has been derived from the last three audited financial statements of the Company, which have been prepared in accordance with IFRS. All dollar amounts are expressed in Canadian dollars.
ALIANZA MINERALS LTD. Management’s Discussion & Analysis
Page 22 of 32
6(b) Summary of Quarterly Results
| 6(b) Summary of Quarterly Results | |||
|---|---|---|---|
| Year Ended September 30, 2022 |
Year Ended September 30, 2021 |
Year Ended September 30, 2020 |
|
| General and administrative expenses | $ 1,338,320 | $ 1,256,900 | $ 968,165 |
| Write-off of exploration and evaluation assets / Impairment allowance |
1,038,046 | 8,469 | 87,338 |
| Loss for the year | 2,051,990 | 939,124 | 1,056,142 |
| Basic and diluted loss per share | 0.01 | 0.01 | 0.01 |
| Total assets | 8,094,131 | 8,379,553 | 4,847,578 |
| Total long-term financial liabilities | Nil | Nil | Nil |
| Cash dividend declared–per share | N/A | N/A | N/A |
The following is a summary of the Company’s financial results for the last eight quarters:
| Threemonths ended | Threemonths ended | Threemonths ended | Threemonths ended | |
|---|---|---|---|---|
| September 30, 2022 | June 30, 2022 | March 31, 2022 | December 31, 2021 | |
| Loss before other items | 210,786 $ |
305,863 $ |
625,592 $ |
196,079 $ |
| Net loss | 708,642 $ |
754,195 $ |
411,886 $ |
177,267 $ |
| Loss per share | 0.00 $ |
0.00 $ |
0.00 $ |
0.00 $ |
| Three months ended | Three months ended | Three months ended | Three months ended | |
|---|---|---|---|---|
| September 30, 2021 | June 30, 2021 | March 31, 2021 | December 31, 2020 | |
| Loss before other Items | 266,618 $ |
180,236 $ |
320,659 $ |
489,387 $ |
| Net loss | 229,450 $ |
51,651 $ |
305,533 $ |
352,490 $ |
| Loss per share | 0.00 $ |
0.00 $ |
0.00 $ |
0.00 $ |
6(c) Review of Operations and Financial Results
For the three months ended September 30, 2022 compared with the three months ended September 30, 2021:
The Company recorded a net loss for the three months ended September 30, 2022 of $708,642 (loss per share - $0.00) compared to a loss of $229,450 (loss per share - $0.00) for the three months ended September 30, 2021.
During the three months ended September 30, 2022, expenses decreased to $210,786 (2021 – $266,618). The change in the expenses was mainly due to: (a) accounting and legal fees of $51,248 (2021 - $65,546); (b) investor relations and shareholder information of $95,019 (2021 - $121,778) and (c) property investigation recovery of $525 (2021 – property investigation expenses of $16,047).
The other major items for the three-months ended September 30, 2021, compared with September 30, 2020, were:
-
Fair value loss on marketable securities of $25,515 (2021 - $Nil);
-
Flow-through share premium recovery of $8,481 (2021 - $58,120);
-
Proceeds received in excess of exploration and evaluation assets costs of $43,005 (2021 - $Nil); and
-
Write-down of exploration and evaluation assets of $596,699 (2021 - $8,469).
ALIANZA MINERALS LTD. Management’s Discussion & Analysis
Page 23 of 32
The Company has been monitoring its use of cash and has been actively seeking ways to reduce its operating expenses.
For the year ended September 30, 2022 compared with the years ended September 30, 2021 and 2020:
The Company recorded a net loss for the year ended September 30, 2022 of $2,051,990 (loss per share - $0.01) compared to a loss of $939,124 (loss per share - $0.01) for the year ended September 30, 2021 and a loss of $1,056,142 (loss per share - $0.01) for the year ended September 30, 2020.
Excluding the non-cash depreciation of $Nil (2021 - $ Nil; 2020 - $140) and share-based payments of $365,300 (2021 - $202,304; 2020 - $Nil), expenses increased to $973,020 (2021 – $1,054,596; 2020 – $968,025). The change in the expenses was mainly due to changes in: (a) investor relations and shareholder information of $465,385 (2021 - $517,551; 2020 - $550,196); (b) property investigation expenses of $33,696 (2021 - $53,953; 2020 - $9,965).
The other major items for the year ended September 30, 2022, compared with September 30, 2021 and 2020, were:
-
Fair value loss on marketable securities of $84,485 (2021 - $Nil; 2020 - $Nil);
-
Flow-through share premium recovery of $28,828 (2021 - $349,676; 2020 - $21,459);
-
Proceeds received in excess of exploration and evaluation assets costs of $341,966 (2021 - $Nil; 2020 - $Nil); and
-
Write-down of exploration and evaluation assets of $1,038,046 (2021 - $8,469; 2020 - $87,338).
The Company has been monitoring its use of cash and has been actively seeking ways to reduce its operating expenses.
6(d) Liquidity and Capital Resources
As at September 30, 2022, the Company had a working capital deficiency of $171,465 (September 30, 2021 - working capital of $145,516). As at September 30, 2022, $403,093 was held in cash (2021 - $412,676) and $234,081 was held in restricted cash (2021 - $Nil). The change is due to (a) net proceeds from financing activities of $729,630; (b) amounts received from the optionees net of exploration and evaluation assets expenditures of $12,341; while being offset by (c) operating activities of $435,882 and (d) an increase in deposits of $61,584.
The Company completed one private placement during the year ended September 30, 2022 (see “Summary and Outlook” section).
On January 18, 2022, the Company granted 5,800,000 stock options exercisable for five years at an exercise price of $0.10 to certain Company directors, officers, employees, consultants and contractors.
On March 17, 2022, the Company granted 500,000 stock options exercisable for five years at an exercise price of $0.10 to a Company director.
During 2023, as in prior years, the Company expects to spend most of its funds on exploration and administration and the source of those funds is generally from private placement financing. While current cash positions are low at year end, Alianza does expect to be able to raise sufficient funds to continue with its exploration plans and pay for its administration costs for following year.
There may be circumstances where, for sound business reasons, a reallocation of funds may be necessary in order for the Company to achieve its stated business objectives.
ALIANZA MINERALS LTD. Management’s Discussion & Analysis
Page 24 of 32
6(e) Disclosure of Outstanding Share Data
Common Shares
Authorized: unlimited number of common shares without par value and an unlimited number of preferred shares issuable in series.
| Issued and Outstanding September 30, 2022 January 30, 2023 |
Issued and Outstanding September 30, 2022 January 30, 2023 |
|
|---|---|---|
| Commonshares | 158,950,655 | 158,950,655 |
Stock option transactions and the number of stock options for the year ended September 30, 2022 are summarized as follows:
| Expiry date | Exercise price |
September 30, 2021 |
Granted | Exercised | Expired / cancelled |
September 30, 2022 |
|---|---|---|---|---|---|---|
| March 14, 2023 | $0.10 | 840,000 | - | - |
- | 840,000 |
| July 30, 2024 | $0.10 | 1,725,000 | - | - |
- | 1,725,000 |
| October 15, 2025 | $0.14 | 2,005,000 | - | - |
- | 2,005,000 |
| January 18, 2027 | $0.10 | - | 5,800,000 | - | - | 5,800,000 |
| March 17, 2027 | $0.10 | - | 500,000 | - | - | 500,000 |
| Options outstanding | 4,570,000 | 6,300,000 | - | - | 10,870,000 | |
| Options exercisable | 4,570,000 | 6,300,000 | - | - | 10,870,000 | |
| Weighted average | ||||||
| exerciseprice | $0.12 | $0.10 | $Nil | $Nil | $0.11 |
The continuity of warrants for the year ended September 30, 2022 is as follows:
| Exercise | September 30, | September 30, | |||||
|---|---|---|---|---|---|---|---|
| Expiry date | price | 2021 | Issued | Exercised | Expired | 2022 | |
| July 9, 2022 | $0.10 | 11,350,000 | - | - | (11,350,000) | - | |
| October 9, 2022 | * | $0.20 | 3,835,186 | - | - | - | 3,835,186 |
| February 25, 2023 | $0.10 | 19,100,000 | - | - | - | 19,100,000 | |
| May19,2025 | $0.125 | - | 5,000,000 | - | - | 5,000,000 | |
| Outstanding | 34,285,186 | 5,000,000 | - | (11,350,000) | 27,935,186 | ||
| Weighted average | |||||||
| exercise price | $0.11 | $0.125 | $Nil | $0.10 | $0.12 |
*Subsequent to September 30, 2022, 3,835,186 warrants expired unexercised.
The continuity of finder’s warrants for the year ended September 30, 2022 is as follows:
| Exercise | September 30, | September 30, | |||||
|---|---|---|---|---|---|---|---|
| Expiry date | price | 2021 | Issued | Exercised | Expired | 2022 | |
| October 9, 2022 | * | $0.135 | 1,339,036 |
- | - | - | 1,339,036 |
| June14,2023 | $0.12 | 665,583 |
- | - | - | 665,583 | |
| Outstanding | 2,004,619 |
- | - | - | 2,004,619 | ||
| Weighted average | |||||||
| exercise price | $0.13 | $Nil | $Nil | $Nil | $0.13 |
*Subsequent to September 30, 2022, 1,339,036 finder’s warrants expired unexercised.
ALIANZA MINERALS LTD. Management’s Discussion & Analysis
Page 25 of 32
As at the date of the MD&A, the remaining outstanding stock options, warrants and finder’s warrants, if all exercised, would increase the Company’s cash by $3,782,070. However, some of the strike prices of the options, warrants and finder’s warrants are greater than the current share price, and this may influence whether options, warrants and finder’s warrants that expire in the near future will be exercised.
As at the date of this MD&A, there were 158,950,655 common shares issued and outstanding and 194,586,238 common shares outstanding on a diluted basis.
6(f) Off-Balance Sheet Arrangements
None at this time.
6(g) Transactions with Related Parties
The aggregate value of transactions and outstanding balances relating to key management personnel and entities over which they have control or significant influence were as follows:
| For the year ended September 30, 2022 | For the year ended September 30, 2022 | For the year ended September 30, 2022 | For the year ended September 30, 2022 | For the year ended September 30, 2022 | For the year ended September 30, 2022 | For the year ended September 30, 2022 |
|---|---|---|---|---|---|---|
| Short-term employee benefits |
Post- employment benefits |
Other long- term benefits |
Termination benefits |
Share-based payments |
Total |
|
| Jason Weber Chief Executive Officer, Director |
162,000 $ |
$Nil | $Nil | $Nil | 59,000 $ |
221,000 $ |
| Rob Duncan VP of Exploration |
150,000 $ |
$Nil | $Nil | $Nil | 44,250 $ |
194,250 $ |
| Winnie Wong Chief Financial Officer |
$Nil | $Nil | $Nil | $Nil | 29,500 $ |
29,500 $ |
| Marc G. Blythe Director |
$Nil | $Nil | $Nil | $Nil | 29,500 $ |
29,500 $ |
| Mark T. Brown Director |
$Nil | $Nil | $Nil | $Nil | 44,250 $ |
44,250 $ |
| Craig Lindsay Director |
$Nil | $Nil | $Nil | $Nil | 29,500 $ |
29,500 $ |
| John Wilson Director |
$Nil | $Nil | $Nil | $Nil | 14,750 $ |
14,750 $ |
| Sven Gollan Director |
$Nil | $Nil | $Nil | $Nil | 23,100 $ |
23,100 $ |
ALIANZA MINERALS LTD. Management’s Discussion & Analysis
Page 26 of 32
| For the year ended September 30, 2021 | For the year ended September 30, 2021 | For the year ended September 30, 2021 | For the year ended September 30, 2021 | For the year ended September 30, 2021 | For the year ended September 30, 2021 | For the year ended September 30, 2021 |
|---|---|---|---|---|---|---|
| Short-term employee benefits |
Post- employment benefits |
Other long- term benefits |
Termination benefits |
Share-based payments |
Total |
|
| Jason Weber Chief Executive Officer, Director |
162,000 $ |
$Nil | $Nil | $Nil | 30,270 $ |
192,270 $ |
| Rob Duncan VP of Exploration |
145,625 $ |
$Nil | $Nil | $Nil | 30,270 $ |
175,895 $ |
| Winnie Wong Chief Financial Officer |
$Nil | $Nil | $Nil | $Nil | 20,180 $ |
20,180 $ |
| Marc G. Blythe Director |
$Nil | $Nil | $Nil | $Nil | 20,180 $ |
20,180 $ |
| Mark T. Brown Director |
$Nil | $Nil | $Nil | $Nil | 30,270 $ |
30,270 $ |
| Craig Lindsay Director |
$Nil | $Nil | $Nil | $Nil | 20,180 $ |
20,180 $ |
| John Wilson Director |
$Nil | $Nil | $Nil | $Nil | 20,180 $ |
20,180 $ |
| For the year ended September 30, 2020 | For the year ended September 30, 2020 | For the year ended September 30, 2020 | For the year ended September 30, 2020 | For the year ended September 30, 2020 | For the year ended September 30, 2020 | For the year ended September 30, 2020 |
|---|---|---|---|---|---|---|
| Short-term employee benefits |
Post- employment benefits |
Other long- term benefits |
Termination benefits |
Share-based payments |
Total |
|
| Jason Weber Chief Executive Officer, Director |
147,000 $ |
$Nil | $Nil | $Nil | $Nil | 147,000 $ |
| Rob Duncan VP of Exploration |
25,000 $ |
$Nil | $Nil | $Nil | $Nil | 25,000 $ |
Related party transactions and balances
| Years ended | Years ended | Balance due | Balance due | |
|---|---|---|---|---|
| Services | September 30, 2022 |
September 30, 2021 |
As at September 30, 2022 |
As at September 30, 2021 |
| Consulting fee and share-basedpayment |
221,000 $ |
192,270 $ |
$Nil | $Nil |
| Consulting fee and share-basedpayment |
194,250 $ |
175,895 $ |
$Nil | $Nil |
| Accounting, financing, and shareholder communication services |
201,500 $ |
187,245 $ |
$ 379,717(b) | 214,731 $ |
| Expenses reimbursement |
19,250 $ |
7,421 $ |
5,857 $ |
$Nil |
| 636,000 $ |
562,831 $ |
385,574 $ |
214,731 $ |
(a) The president of Pacific Opportunity Capital Ltd., a private company, is a director of the Company.
(b) Includes a $49,465 advance that is non-interest bearing without specific terms of repayment.
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Page 27 of 32
6(h) Financial Instruments
The Company’s financial instruments consists of cash, restricted cash, due from alliance partner, receivables, accounts payable and accrued liabilities, due to related parties and funds held for optionee which are all in the normal course of business.
The Company’s financial instruments are exposed to certain financial risks, including currency risk, credit risk, liquidity risk, market risk and commodity price risk.
(a) Currency risk
The Company’s property interests in USA make it subject to foreign currency fluctuations and inflationary pressures which may adversely affect the Company’s financial position, results of operations and cash flows. The Company is affected by changes in exchange rates between the Canadian Dollar and foreign functional currencies. The Company does not invest in foreign currency contracts to mitigate the risks. The Company’s exploration program, some of its general and administrative expenses and financial instruments denoted in a foreign currency are exposed to currency risk. A 10% change in the US dollar and the Peruvian nuevo sol over the Canadian dollar would change the results of operations by approximately $45,300.
(b) Credit risk
Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. The Company’s credit risk is primarily attributable to the liquidity of its cash. The Company limits exposure to credit risk by maintaining its cash with a large Canadian financial institution.
(c) Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company ensures there is sufficient capital in order to meet short-term business requirements, after taking into account cash flows from operations and the Company’s holdings of cash. The Company does not have sufficient cash to settle its current liabilities, and further funding will be required to meet the Company’s short-term and long-term operating needs. The Company manages liquidity risk through the management of its capital structure.
Accounts payable and accrued liabilities are due within the current operating period.
(d) Market risk
Market risks to which the Company is exposed include unfavorable movements in commodity prices, interest rates, and foreign exchange rates. As at September 30, 2022, the Company has no producing assets and holds the majority of its cash in secure, Canadian dollar-denominated deposits. Consequently, its exposure to these risks has been significantly reduced, but as the Company redeploys its cash, exposure to these risks may increase. The objective of the Company is to mitigate exposure to these risks while maximizing returns.
The Company may from time-to-time own available-for-sale marketable securities, in the mineral resource sector. Changes in the future pricing and demand of these commodities can have a material impact on the market value of the investments. The nature of such investments is normally dependent on the invested company being able to raise additional capital to further develop and to determine the commercial viability of its resource properties. Management
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mitigates the risk of loss resulting from this concentration by monitoring the trading value of the investments on a regular basis.
i) Interest rate risk
As at September 30, 2022, the Company’s exposure to movements in interest rates was limited to potential decreases in interest income from changes to the variable portion of interest rates for its cash. Market interest rates in Canada are at historically low levels, so management does not consider the risk of interest rate declines to be significant, but should such risks increase, the Company may mitigate future exposure by entering into fixed-rate deposits. A 1% change in the interest rate, with other variables unchanged, would not significantly affect the Company.
ii) Foreign exchange risk
The Company is exposed to the financial risk related to the fluctuation of foreign exchange rates. The Company may maintain cash and other financial instruments, or may incur revenues and expenditures in currencies other than the Canadian dollar. Significant changes in the currency exchange rates between the Canadian dollar relative to these foreign currencies, which may include but are not limited to US dollars and Peruvian nuevo sol, could have an effect on the Company’s results of operations, financial position or cash flows. The Company has not hedged its exposure to currency fluctuations.
(e) Commodity price risk
The ability of the Company to develop its mineral properties and the future profitability of the Company are directly related to the market price of minerals such as gold, zinc, lead and copper. The Company’s input costs are also affected by the price of fuel. The Company closely monitors mineral and fuel prices to determine the appropriate course of action to be taken by the Company.
IFRS 7 establishes a fair value hierarchy that prioritizes the input 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 other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and
Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The following table sets forth the Company’s financial assets measured at amortized cost by level within the fair value hierarchy.
| As at September 30, 2022 | Level 1 | Level 2 | Level 3 | Total | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Assets: | ||||||||||
| Cash | $ | 403,093 | $ | - | $ | - | $ | 403,093 | ||
| Restricted cash | 234,081 | - | - | 234,081 |
6(i) Management of Capital Risk
The Company considers its capital to be its shareholders’ equity. The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to
ALIANZA MINERALS LTD. Management’s Discussion & Analysis
Page 29 of 32
pursue the acquisition and exploration of mineral properties and to maintain a flexible capital structure, which optimizes the costs of capital at an acceptable risk.
The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares, issue new debt, acquire or dispose of assets, or adjust the amount of cash.
In order to facilitate the management of its capital requirements, the Company prepares expenditure budgets that are updated as necessary depending on various factors, including successful capital deployment and general industry conditions.
In order to maximize ongoing development efforts, the Company does not pay dividends. The Company’s approach to managing capital remains unchanged from the year ended September 30, 2022.
There were no changes to the Company’s approach to capital management during the period and the Company is not subject to any externally imposed capital requirements.
7. Events after the Reporting Period
None other than disclosed already in other sections.
8. Policies and Controls
8(a) Significant Accounting Judgments and Estimates
The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates. The consolidated financial statements include estimates which, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the consolidated financial statements, and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and the revision affects both current and future periods.
Significant assumptions about the future and other sources of estimation uncertainty that management has made at the consolidated statement of financial position date, that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:
Critical judgments
The following are critical judgments that management has made in the process of applying accounting policies and that have the most significant effect on the amounts recognized in the consolidated financial statements:
-
the determination that the Company will continue as a going concern for the next year;
-
the determination that there have been no events or changes in circumstances that indicate the carrying amount of exploration and evaluation assets may not be recoverable;
-
the determination that there are no restoration, rehabilitation and environmental costs to be accrued; and
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- the determination that the functional currency of the parent is the Canadian dollar, the functional currency of its subsidiary in the USA is the US dollar and the functional currency of its subsidiaries in Peru is the Peruvian nuevo sol.
8(b) Exploration and Evaluation Assets
The Company is in the exploration stage with respect to its investment in exploration and evaluation assets and accordingly follows the practice of capitalizing all costs relating to the acquisition of, exploration for and development of its mineral claims and crediting all proceeds received against the cost of related claims. Such costs include, but are not exclusive to, geological, geophysical studies, exploratory drilling and sampling. At such time as commercial production commences, these costs will be charged to operations on a unit-of-production method based on proven and probable reserves. The aggregate costs related to abandoned mineral claims are charged to operations at the time of any abandonment or when it has been determined that there is evidence of a permanent impairment. An impairment charge relating to a mineral property is subsequently reversed when new exploration results or actual or potential proceeds on sale result in a revised estimate of the recoverable amount but only to the extent that this does not exceed the original carrying value of the property that would have resulted if no impairment had been recognized.
The recoverability of amounts shown for exploration and evaluation assets is dependent upon the discovery of economically recoverable reserves, the ability of the Company to obtain financing to complete development of the properties, and on future production or proceeds of disposition.
The Company recognizes in income costs recovered on exploration and evaluation assets when amounts received or receivable are in excess of the carrying amount.
Upon transfer of “Exploration and evaluation costs” into “Mine Development”, all subsequent expenditure on the construction, installation or completion of infrastructure facilities is capitalized within “Mine development”. After production starts, all assets included in “Mine development” are transferred to “Producing Mines”.
All capitalized exploration and evaluation expenditures are monitored for indications of impairment. Where a potential impairment is indicated, assessments are performed for each area of interest. To the extent that exploration expenditures are not expected to be recovered, they are charged to operations. Exploration areas where reserves have been discovered, but require major capital expenditure before production can begin, are continually evaluated to ensure that commercial quantities of reserves exist or to ensure that additional exploration work is underway as planned.
9. Internal Control Over Financial Reporting
Changes in Internal Control over Financial Reporting (“ICFR”)
In connection with National Instrument 52-109, Certification of Disclosure in Issuer’s Annual and Interim Filings (“NI 52-109”) adopted in December 2008 by each of the securities commissions across Canada, the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) of the Company will file a Venture Issuer Basic Certificate with respect to financial information contained in the unaudited interim financial statements and the audited annual financial statements and respective accompanying Management’s Discussion and Analysis. The Venture Issue Basic Certification does not include representations relating to the establishment and maintenance of disclosure controls and procedures and internal control over financial reporting, as defined in NI52-109.
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Disclosure Controls and Procedures
The Company’s CEO and CFO are responsible for establishing and maintaining the Company’s disclosure controls and procedures. Management, including the CEO and CFO, have evaluated the procedures of the Company and have concluded that they provide reasonable assurance that material information is gathered and reported to senior management in a manner appropriate to ensure that material information required to be disclosed in reports filed or submitted by the Company is recorded, processed, summarized and reported within the appropriate time periods.
While management believes that the Company’s disclosure controls and procedures provide reasonable assurance, they do not expect that the controls and procedures can prevent all errors, mistakes, or fraud. A control system, no matter how well conceived or operated, can only provide reasonable, not absolute, assurance that the objectives of the control system are met.
10. Information on the Officers and Board of Directors
Directors:
Mark T. Brown, B.Comm, CPA, CA, Executive Chairman Jason Weber, BSc, P.Geo Marc G. Blythe, MBA, P.Eng. Sven Gollan Craig T. Lindsay, CFA
Audit Committee members:
Marc G. Blythe, Craig T. Lindsay and Mark T. Brown
Management:
Jason Weber, BSc, P. Geo – Chief Executive Officer, President Winnie Wong, CPA, CA – Chief Financial Officer and Corporate Secretary Rob Duncan, MSc, -– Vice President - Exploration
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