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Silver One Resources Inc. — Interim / Quarterly Report 2020
May 21, 2020
46220_rns_2020-05-20_944b9da6-d3d7-4283-bca0-2cc635e9aa77.pdf
Interim / Quarterly Report
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Condensed Interim Consolidated Financial Statements
(Unaudited - expressed in Canadian Dollars) For the three months ended March 31, 2020 and 2019
NOTICE OF NO AUDITOR REVIEW OF
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
Under National Instrument 51-102, Part 4, subsection 4.3(3) (a), if an auditor has not performed a review of the condensed interim consolidated financial statements they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor.
The accompanying unaudited condensed interim consolidated financial statements of the Company have been prepared by management and reviewed by the Audit Committee and Board of Directors of the Company.
The Company’s independent auditor has not performed a review of these condensed interim consolidated financial statements in accordance with the standards established by the Chartered Professional Accountants of Canada for a review of condensed interim consolidated financial statements by an entity’s auditor.
Silver One Resources Inc.
Condensed Interim Consolidated Statements of Financial Position
(Unaudited - expressed in Canadian dollars)
| March 31 Note 2020 |
December 31 2019 |
|---|---|
| $ Assets Current Cash 509,568 Short-term investments 4 5,628,050 Receivables and prepaid expenditures 5 428,786 |
$ 445,384 2,600,000 253,955 |
| 6,566,404 Non-current Property and equipment 6 438,732 Mineral properties 7 17,690,423 Reclamation deposit 63,128 Value-added tax receivable 8 55,149 |
3,299,339 468,631 14,373,356 42,181 62,642 |
| Total Assets 24,813,836 |
18,246,149 |
| Liabilities Current Accounts payable and accrued liabilities 9 564,747 Shares to be issued - Deferred rent 24,489 Lease obligation–short-term 10 123,218 |
461,144 44,000 26,649 115,290 |
| 712,454 Non-current Lease obligation–long-term 10 269,290 |
647,083 311,063 |
| Total Liabilities 981,744 Shareholders’ Equity Share capital 11(b) 29,525,544 Share-based payment reserve 11(c) 1,716,740 Accumulated other comprehensive income 1,378,665 Accumulated deficit (8,788,857) |
958,146 24,262,551 1,593,426 (89,599) (8,478,375) |
| 23,832,092 Total Liabilities and Shareholders’ Equity 24,813,836 |
17,288,003 18,246,149 |
Nature of operations and going concern – Note 1
APPROVED BY THE DIRECTORS
“Claudia Tornquist” Director “Barry Girling” Director
1
The accompanying notes are an integral part of these condensed interim consolidated financial statements
Silver One Resources Inc. Condensed Interim Consolidated Statements of Loss and Comprehensive Loss For the three months ended March 31, 2020 and 2019
(Unaudited - expressed in Canadian dollars)
| Three months ended March 31 Note 2020 2019 |
Three months ended March 31 Note 2020 2019 |
|---|---|
| $ Expenses Administrative and office 18,725 Consulting 13 41,113 Depreciation 38,291 Exploration and evaluation 1,130 Filing and listing fees 22,049 Professional fees 13 38,046 Salaries and benefits 13 64,097 Share-based payments 11(c),13 101,580 Shareholder communications 75,853 Travel and related costs 42,771 |
$ 17,909 40,834 36,106 2,895 12,380 44,465 75,555 30,195 100,062 11,811 |
Loss before other items (443,655) Foreign exchange gain (loss) 112,074 Finance charge on leases (8,946) Income from sublease of office 27,928 Interest and other income 2,117 |
(372,212) (3,190) (10,092) 29,415 2,031 |
| Net loss for the period (310,482) Other comprehensive income (loss) for the period Currency translation adjustment 1,468,264 |
(354,048) (225,170) |
| Comprehensive income (loss) for the period 1,157,782 Loss per share Basic and diluted (0.00) |
(579,218) (0.00) |
| Weighted average number of shares outstanding Basic and diluted 167,833,629 |
106,110,801 |
2
The accompanying notes are an integral part of these condensed interim consolidated financial statements
Silver One Resources Inc. Condensed Interim Consolidated Statements of Cash Flows For the three months ended March 31, 2020 and 2019
(Unaudited - expressed in Canadian dollars)
| Three months ended March 31 Note 2020 2019 |
Three months ended March 31 Note 2020 2019 |
|---|---|
| $ Cash (used in) provided by: Operating activities Net loss for the period (310,482) Depreciation 38,291 Share-based payments 11(c),13 101,580 Unrealized foreign exchange (85,748) Changes in working capital items Receivables and prepaid expenditures (174,831) Accounts payable and accrued liabilities (573) Deferred rent (2,160) |
$ (354,048) 36,106 30,195 (410) (3,128) (51,046) (2,160) |
| (433,923) | (344,491) |
| Investing activities Reclamation deposit (17,053) Mineral property expenditures (1,765,640) Property and equipment expenditures (4,989) (Purchase) cash out of short-term investments 4 (2,912,250) Value-added tax incurred (507) |
- (244,927) - 250,000 (28,299) |
| (4,700,439) | (23,226) |
| Financing activities Repayment of lease obligation (33,845) Issuance of shares pursuant to private placement 11(b) 5,205,000 Cash share issuance costs (164,209) Shares to be issued (44,000) Proceeds from exercise of options 11(c) - Proceeds from exercise of warrants 11(d) 235,600 |
(34,008) 331,250 (11,874) - 9,000 - |
| 5,198,546 | 294,368 |
| Increase (decrease) in cash 64,184 Cash- beginning of period 445,384 |
(73,349) 328,714 |
| Cash - end ofperiod 509,568 |
255,365 |
Supplemental cash flow information – Note 14
Subsequent events – Note 18
3
The accompanying notes are an integral part of these condensed interim consolidated financial statements
Silver One Resources Inc. Condensed Interim Consolidated Statements of Changes in Equity
(Unaudited - expressed in Canadian dollars)
| Note Number of common shares Share capital Share-based payment reserve AOCI Accumulated deficit |
Total |
|---|---|
| $ $ $ $ Balance, December 31, 2018 97,217,249 17,240,479 1,257,184 535,254 (6,847,913) |
$ 12,185,004 |
IFRS 16 transition adjustment on January 1, 2019 17 - - - - (16,139) |
(16,139) |
| Balance, December 31, 2018 (restated) 97,217,249 17,240,479 1,257,184 535,254 (6,864,052) Shares issued on the Candelaria option agreement 7(a) 5,827,338 1,329,700 - - - Shares issued from private placement 11(b) 4,158,334 623,750 - - - Less: Share issue costs - (11,874) - - - Shares issued for Net Smelter Agreement 7(b) 250,000 60,000 - - - Share-based payments 11(c),13 - - 30,195 - - Exercise of options 11(c) 180,000 17,947 (8,947) - - Net loss for the period - - - - (354,048) Cumulative translation adjustment - - - (225,170) - |
12,168,865 1,329,700 623,750 (11,874) 60,000 30,195 9,000 (354,048) (225,170) |
| Balance, March 31, 2019 107,632,921 19,260,002 1,278,432 310,084 (7,218,100) Candelaria option agreement share value adjustment - (76,822) - - - Shares issued from private placement 11(b) 40,024,000 5,003,000 - - - Less: Share issue costs - (203,849) 44,215 - - Share-based payments 11(c),13 - - 293,105 - - Exercise of options 11(c) 437,499 43,619 (21,745) - - Exercise of warrants 11(d) 1,180,102 236,601 (581) - - Net loss for the period - - - - (1,260,275) Cumulative translation adjustment - - - (399,683) - |
13,630,418 (76,822) 5,003,000 (159,634) 293,105 21,874 236,020 (1,260,275) (399,683) |
| Balance, December 31, 2019 149,274,522 24,262,551 1,593,426 (89,599) (8,478,375) Shares issued from private placement 11(b) 20,820,000 5,205,000 - - - Less: Share issue costs - (188,848) 24,639 - - Share-based payments 11(c),13 - - 101,580 - - Shares issued on mineral properties 7(a) 26,050 8,336 - - - Exercise of warrants 11(d) 1,178,000 238,505 (2,905) - - Net loss for the period - - - - (310,482) Cumulative translation adjustment - - - 1,468,264 - |
17,288,003 5,205,000 (164,209) 101,580 8,336 235,600 (310,482) 1,468,264 |
| Balance, March 31, 2020 171,298,572 29,525,544 1,716,740 1,378,665(8,788,857) |
23,832,092 |
4
The accompanying notes are an integral part of these condensed interim consolidated financial statements
Silver One Resources Inc. Notes to the Condensed Interim Consolidated Financial Statements For the three months ended March 31, 2020 and 2019 (Unaudited - expressed in Canadian dollars)
1. Nature of operations and going concern
Silver One Resources Inc. (the “Company” or "Silver One") was incorporated pursuant to the provisions of the Business Corporations Act (British Columbia) on June 8, 2007.
The Company’s principal activities include the acquisition, exploration and development of mineral properties. The Company has an option agreement to acquire a 100% interest in the Candelaria Silver project (the “Candelaria Project”) located in Nevada and has claims staked in eastern Nevada, including the Cherokee project (“Cherokee Project”). The Company also has an option agreement to acquire 100% interest in the Phoenix Silver property in Arizona (“Phoenix Silver Property”) and has a 100% interest in three Mexican silver projects: Peñasco Quemado in the state of Sonora, La Frazada in the state of Nayarit, and Pluton in the state of Durango.
These condensed interim consolidated financial statements have been prepared on a going concern basis, which assumes that the Company will be able to meet its obligations and continue its operations for the next twelve months. As at March 31, 2020, the Company had an accumulated deficit of $8,788,857, and expects to incur further losses in the development of the business. As a result, the Company may be unable to realize its assets and discharge its liabilities in the normal course of business. The Company’s ability to continue as a going concern is dependant on its ability to obtain necessary financing to meet its corporate and deferred exploration expenditures and discharge its liabilities in the normal course of business. Although the Company has been successful in obtaining financing in the past, there can be no assurance that it will be able to obtain adequate financing in the future or that such financing will be on terms advantageous to the Company.
Should the Company be unable to continue as a going concern, asset realization values may be substantially different from their carrying values. These consolidated financial statements do not give effect to adjustments that would be necessary to carrying values and the classification of assets and liabilities should the Company be unable to continue as a going concern. Such adjustments could be material.
Silver One is a public company listed on the TSX-V under the symbol “SVE”, on the OTCQB Marketplace under the symbol “SLVRF”, and on the Frankfurt Stock Exchange under the symbol “BRK1”.
The Company's corporate office is located at Suite 410-1040 W Georgia St, Vancouver, British Columbia, V6E 4H1.
2. Basis of preparation
Statement of compliance and functional currency
These condensed interim consolidated financial statements have been presented in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB’) and interpretations of the IFRS Interpretations Committee (“IFRIC”), applicable to the preparation of interim financial statements, including IAS 34 , Interim Financial Reporting .
These condensed interim consolidated financial statements have been prepared on a historical cost basis. These condensed interim consolidated financial statements are presented in Canadian dollars, which is the functional currency of the Company’s Canadian entities. The functional currency of the Company’s foreign subsidiaries is US dollars. The currency translation adjustment resulting from the translation of the foreign subsidiaries’ US dollar functional currency to the Company’s Canadian dollar presentation currency is charged to other comprehensive income or loss, and included in accumulated other comprehensive income or loss within the shareholders’ equity section of the statement of financial position.
The accounts of subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies. Inter-company transactions, balances and unrealized gains or losses on transactions are eliminated.
5
Silver One Resources Inc. Notes to the Condensed Interim Consolidated Financial Statements For the three months ended March 31, 2020 and 2019 (Unaudited - expressed in Canadian dollars)
2. Basis of preparation (continued)
Statement of compliance and functional currency (continued)
The preparation of financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.
COVID-19
In March 2020 the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn. It is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company’s business or results of operations at this time.
These condensed interim consolidated financial statements were approved by the board of directors on May 20, 2020.
3. Accounting policies
These condensed interim consolidated financial statements have been prepared on a basis consistent with the significant accounting policies disclosed in the annual financial statements for the year ended December 31, 2019. Accordingly, they should be read in conjunction with the annual consolidated financial statements for the year ended December 31, 2019.
Accounting standards issued but not yet effective
There are no accounting pronouncements with future effective dates that are applicable or are expected to have a material impact on the Company’s financial statements.
4. Short-term investments
Short-term investments include highly liquid, redeemable GIC investments in an active market with original maturities of one year or less.
5. Receivables and prepaid expenditures
| Receivables and prepaid expenditures | ||
|---|---|---|
| March 31 | December 31 | |
| 2020 | 2019 | |
| $ | $ | |
| Short-term receivables | ||
| GST receivable | 29,513 | 18,622 |
| Other receivables1 | 298,886 | 160,142 |
| Prepaid expenditures | 100,387 | 75,191 |
| 428,786 | 253,955 |
1 Other receivables includes amounts due from the subleasing the Company’s office space. Prepaid expenditures primarily include amounts in connection with insurance, investor relations conferences and marketing activities.
6
Silver One Resources Inc. Notes to the Condensed Interim Consolidated Financial Statements For the three months ended March 31, 2020 and 2019 (Unaudited - expressed in Canadian dollars)
6. Property and equipment
| Property and equipment | ||||
|---|---|---|---|---|
| Office | ||||
| Leasehold | Furniture and |
|||
| Building1 | Improvements | Equipment |
Total | |
| $ | $ | $ |
$ | |
| Cost | ||||
| Balance at December 31, 2018 | - | 53,351 |
20,501 |
73,852 |
| IFRS 16 transition adjustment (Note 17) | 525,191 | - |
- |
525,191 |
| Additions | - | - | 36,315 | 36,315 |
| Foreign exchange | - | - | (656) | (656) |
| Balance at December 31, 2019 | 525,191 | 53,351 |
56,160 |
634,702 |
| Additions | - | - | 4,989 | 4,989 |
| Foreign exchange | - | - | 3,403 | 3,403 |
| Balance at March 31, 2020 | 525,191 | 53,351 |
64,552 |
643,094 |
| Accumulated depreciation | ||||
| Balance at December 31, 2018 | - | (11,628) |
(9,483) | (21,111) |
| Depreciation | (128,618) | (10,670) | (5,672) |
(144,960) |
| Balance at December 31, 2019 | (128,618) | (22,298) | (15,155) |
(166,071) |
| Depreciation | (32,755) | (2,668) | (2,868) | (38,291) |
| Balance at March 31, 2020 | (161,373) | (24,966) | (18,023) | (204,362) |
| Net – December 31, 2019 | 396,573 | 31,053 | 41,005 | 468,631 |
| Net – March 31, 2020 | 363,818 | 28,385 |
46,529 |
438,732 |
1 The amount disclosed above under building relates solely to a right-of-use asset from the office rental lease.
7
Silver One Resources Inc. Notes to the Condensed Interim Consolidated Financial Statements For the three months ended March 31, 2020 and 2019 (Unaudited - expressed in Canadian dollars)
7. Mineral properties
a) US properties
| a) US properties | a) US properties | a) US properties |
|---|---|---|
| Balance March 31 2020 Additions March 31 2020 Balance December 31 2019 Additions December 31 2019 Transfers1 December 31 2019 Balance December 31 2018 |
||
| $ $ $ $ $ $ Candelaria Option payments - shares 3,831,678 - 3,831,678 1,252,878 - 2,578,800 Acquisition costs - shares 21,280 8,336 12,944 - - 12,944 Acquisition costs - cash 115,150 102,062 13,088 - - 13,088 Consulting fees 907,828 202,897 704,931 339,209 - 365,722 Drilling 1,555,474 744,791 810,683 581,772 - 228,911 Field supplies and other costs 130,094 25,442 104,652 43,737 - 60,915 Laboratory and analysis fees 370,920 26,212 344,708 97,491 - 247,217 Land payments 623,508 21,500 602,008 212,901 - 389,107 Staking and survey costs 124,040 1,937 122,103 21,324 - 100,779 Travel and accommodation fees 158,893 32,903 125,990 36,855 - 89,135 Currency translation adjustment 760,381 688,062 72,319 (265,890) - 338,209 |
||
8,599,246 1,854,142 6,745,104 2,320,277 - 4,424,827 Cherokee Consulting fees 395,076 17,557 377,519 245,722 131,797 - Field supplies and other costs 15,127 454 14,673 11,103 3,570 - Laboratory and analysis fees 65,445 48,727 16,718 11,192 5,526 - Land payments 635,123 - 635,123 210,983 424,140 - Staking and survey costs 125,379 - 125,379 - 125,379 - Travel and accommodation fees 91,440 4,275 87,165 65,928 21,237 - Currency translation adjustment 127,474 120,539 6,935 (45,697) 52,632 - |
||
| 1,455,064 191,552 1,263,512 499,231 764,281 - Eastern Nevada Consulting fees 144,707 8,069 136,638 38,055 (131,797) 230,380 Field supplies and other costs 4,841 244 4,597 1,533 (3,570) 6,634 Laboratory and analysis fees 2,482 - 2,482 - (5,526) 8,008 Land payments 113,647 - 113,647 46,663 (424,140) 491,124 Staking and survey costs 8,970 - 8,970 - (125,379) 134,349 Travel and accommodation fees 25,554 442 25,112 6,035 (21,237) 40,314 Currency translation adjustment 31,189 27,707 3,482 (12,015) (52,632) 68,129 |
||
331,390 36,462 294,928 80,271 (764,281) 978,938 Phoenix Silver Acquisition costs - cash 487,609 487,609 - - - - Consulting fees 17,811 17,811 - - - - Field supplies and other costs 17 17 - - - - Laboratory and analysis fees 1,226 1,226 - - - - Land payments 33,266 33,266 - - - - Staking and survey costs 39,137 39,137 - - - - Travel and accommodation fees 2,845 2,845 - - - - Currency translation adjustment 39,500 39,500 - - - - |
||
| Total 621,411 621,411 - - |
- - |
|
| USA total **11,007,1 ** |
11 2,703,567 8,303,544 2,899,779 |
- 5,403,765 |
1The transfers above relate to the separation of Eastern Nevada costs into both Eastern Nevada and Cherokee. This was completed in order to more accurately disclose the area in which the costs were incurred.
8
Silver One Resources Inc. Notes to the Condensed Interim Consolidated Financial Statements For the three months ended March 31, 2020 and 2019 (Unaudited - expressed in Canadian dollars)
7. Mineral properties (continued)
a) US properties (continued)
Candelaria Option Agreement
On January 16, 2017, the Company entered into an option agreement (the “Option Agreement”) with a subsidiary of SSR Mining Inc. (“SSR”) (formerly Silver Standard Resources Inc.), to acquire a 100% interest in the Candelaria silver project (the “Candelaria Project”) located in Nevada, USA.
In order to exercise the option, the Company is required to:
-
issue USD $1,000,000 in shares to SSR on the date that the parties satisfy the conditions to the Agreement, including obtaining final approval of the TSX-V (the “Effective Date”) (paid);
-
issue an additional USD $1,000,000 in shares on each of the three anniversaries of the Effective Date (first and second year anniversary payments paid); and
-
assume the USD $2,000,000 reclamation bond on the property immediately prior to exercise of the option.
The Company issued 1,332,900 common shares at a fair value price of $1.00 per share to satisfy the initial option payment of USD $1,000,000, the Company issued 2,828,636 common shares at a fair value of $0.44 per share in order to satisfy the first anniversary payment of USD $1,000,000, and the Company issued 5,827,338 common shares at a fair value of $0.215 to satisfy the second anniversary payment of USD $1,000,000. Upon satisfying the terms set forth above, the Company will have earned a 100% interest in the property subject to a 3% net smelter returns royalty payable to Teck Resources USA on production from a certain claims group of the property and a charge of $0.01 per ton payable for waste rock dumped on certain claims.
On July 25, 2019, the Company amended the Candelaria Option Agreement (“Amended Agreement”). The Amended Agreement deferred the assumption of the USD $2,000,000 bond obligation by the Company until January 2023. On April 14, 2020, the Company further amended the Candelaria Option Agreement in order to reduce its payment obligation. See note 18.
Additional Candelaria claims acquired
In March 2018, the Company entered into an agreement to acquire 10 non-patented mineral claims located along the eastern structural projection of the Candelaria mineralized system. These claims are located immediately east of the former producing Mount Diablo open pit. Silver One has acquired these claims for the consideration of USD $10,000 plus the issuance of 38,235 common shares at a fair value of $0.34 per share (total of USD $10,000).
In November 2019, the Company acquired an additional three patented claims, located within the company’s claims. Consideration for these patents consisted of USD $75,000 cash and USD $5,000 in shares, subject to a 2% NSR that can be purchased for USD $50,000 plus USD $ 5,000 in Silver One’s shares issued at market price on the date of the issuance.
Signing of lease/purchase agreement on five patented claims at the Cherokee Project in eastern Nevada In July 2018, the Company entered into a lease/purchase agreement with Castelton Park LLC (“Castelton”) of Sparks, Nevada to acquire five patented claims at its Cherokee Project. These patents lie within the Company’s Cherokee claim holdings in Lincoln County located in eastern Nevada.
The terms of the Lease/Purchase Agreement include three payments over a 2-year lease, consisting of a payment for USD $23,125 upon execution of the agreement (paid), USD $34,688 on the first anniversary (paid) and USD $34,687 on the second anniversary. This will provide Silver One with a 100% interest in all patented claims. Castelton will also receive a payment of USD $100,000 for every 7.5 million silver equivalent ounces of mineral resources calculated on the property, subject to a maximum of USD $1,000,000.
9
Silver One Resources Inc. Notes to the Condensed Interim Consolidated Financial Statements For the three months ended March 31, 2020 and 2019 (Unaudited - expressed in Canadian dollars)
7. Mineral properties (continued)
a) US properties (continued)
Phoenix Silver Acquisition
On February 4, 2020 the Company entered into an agreement (the “Agreement”) with Granite-Solid LLC (the “Optionor”) whereby the Company has the option to acquire a 100% interest in the Phoenix Silver property. The Phoenix Silver property consists of 86 unpatented lode claims and 2 unpatented placer claims, located in Gila County, Arizona.
The Company may exercise the option by making the following cash payments and share issuances:
-
paying the Optionor US $350,000 within five days of TSX Venture Exchange acceptance of the Agreement (the “Effective Date”) (paid); and
-
issuing the Optionor: (i) 500,000 shares on the date that is six (6) months from the Effective Date; (ii) 1,000,000 shares on the date that is twelve months from the Effective Date; (iii) 2,500,000 shares on the date that is twenty-four months from the Effective Date; (iv) 3,000,000 shares on the date that is thirty-six months from the Effective Date; and (v) 3,000,000 shares on the date that is forty-eight months from the Effective Date.
The Agreement is subject to a five-mile area of interest. Further, after two years of the Effective Date, Silver One has the right to require the Optionor to include other unpatented placer claims under this Agreement for no additional consideration.
The Phoenix Silver property is subject to an underlying 2% Net Smelter Royalty (“NSR”) to the original prospectors of the project. Each 1% NSR may be purchased for US $500,000 resulting in a total of US $1,000,000 for the entire underlying NSR.
10
Silver One Resources Inc. Notes to the Condensed Interim Consolidated Financial Statements For the three months ended March 31, 2020 and 2019 (Unaudited - expressed in Canadian dollars)
7. Mineral properties (continued)
b) Mexican properties
| Balance | Additions | Balance | Additions | Balance | |
|---|---|---|---|---|---|
| March 31 | March 31 | December 31 | December 31 | December 31 | |
| 2020 | 2020 | 2019 | 2019 | 2018 | |
| $ | $ | $ | $ | $ | |
| Peñasco Quemado | |||||
| Acquisition costs | 3,194,966 | - | 3,194,966 |
- | 3,194,966 |
| Consulting fees | 121,890 | - | 121,890 |
42,051 | 79,839 |
| Drilling | 151,520 | - | 151,520 |
151,520 | - |
| Field supplies and other costs | 25,036 | - | 25,036 |
16,130 | 8,906 |
| Laboratory and analysis fees | 22,459 | 873 | 21,586 |
6,608 | 14,978 |
| Land payments | 312,026 | 45,615 | 266,411 |
85,841 | 180,570 |
| Royalty payments | 37,692 | - | 37,692 |
37,692 | - |
| Geophysics | 112,416 | - | 112,416 |
- | 112,416 |
| Travel and accommodation fees | 33,828 | - | 33,828 |
7,323 | 26,505 |
| Currency translation adjustment | 300,199 | 362,834 | (62,635) |
(187,240) | 124,605 |
| 4,312,032 | 409,322 | 3,902,710 |
159,925 | 3,742,785 | |
| La Frazada | |||||
| Acquisition costs | 2,086,202 | - | 2,086,202 |
- | 2,086,202 |
| Consulting fees | 27,865 | 156 | 27,709 |
7,457 | 20,252 |
| Laboratory and analysis fees | - | 8,150 |
- | 8,150 |
|
| Land payments | 20,238 | 3,642 | 16,596 |
6,857 | 9,739 |
| Royalty payments | 22,156 | - | 22,156 |
22,156 | - |
| Travel and accommodation | - | 7,140 |
966 | 6,174 | |
| Field supplies and other costs | - | 3,473 |
33 | 3,440 | |
| Currency translation adjustment | 156,734 | 196,953 | (40,219) |
(106,269) | 66,050 |
| 2,331,958 | 200,751 | 2,131,207 |
(68,800) | 2,200,007 | |
| Pluton | |||||
| Acquisition costs | 1,091,245 | - | 1,091,245 |
- | 1,091,245 |
| Consulting fees | 2,517 | - | 2,517 |
350 | 2,167 |
| Land payments | 65,290 | - | 65,290 |
- | 65,290 |
| Royalty payments | 361 | - | 361 |
361 | - |
| Warehouse and storage costs | 4,029 | 107 | 3,922 |
1,136 | 2,786 |
| Impairment | (1,069,799) | - | (1,069,799) |
- | (1,069,799) |
| Currency translation adjustment | (54,321) | 3,320 | (57,641) |
(1,755) | (55,886) |
| 39,322 | 3,427 | 35,895 |
92 | 35,803 | |
| Mexico total | 6,683,312 | 613,500 | 6,069,812 |
91,217 | 5,978,595 |
Restructure of net smelter return agreements on Mexican properties
On December 17, 2018, The Company entered into agreements with First Mining Gold Corp. (“First Mining”) regarding the restructuring of the Net Smelter Return (“NSR”) agreements associated with the Peñasco Quemado, La Frazada and Pluton properties that were acquired from First Mining in 2016. The original NSR agreements granted to First Mining were a 2.5% NSR on each property, with a buyback of up to 1.5% for USD $ 1,000,000 per property. The new NSR agreements grant a 1.5% NSR per property with a buyback of 1% for USD $500,000. On January 16, 2019, Silver One issued 250,000 common shares at a value of $60,000 as consideration for this reduction of the NSR agreements.
11
Silver One Resources Inc. Notes to the Condensed Interim Consolidated Financial Statements For the three months ended March 31, 2020 and 2019 (Unaudited - expressed in Canadian dollars)
8. Value-added tax receivable
The Company, through its Mexican subsidiary, MTP, pays value-added tax on the purchases of goods and services at a rate of 16%. The amount paid or payable is recoverable and MTP has been successful in applying for and receiving refunds in the past from the local tax authorities. However, there is no guarantee that this will continue and, as such, the value-added tax receivable has been recorded as a non-current asset.
9. Accounts payable and accrued liabilities
| March 31 | December 31 | |
|---|---|---|
| 2020 | 2019 | |
| $ | $ | |
| Accounts payable | 556,622 | 428,644 |
| Accrued liabilities | 8,125 | 32,500 |
| 564,747 | 461,144 |
Accounts payable include amounts owing for consulting, exploration, and general corporate expenditures. Accrued liabilities include an accrual of audit fees and other administrative expenses.
10. Lease obligation
The Company entered into an office lease in February 2018. The terms and the outstanding balances as at March 31, 2020 and December 31, 2019 are as follows:
| March 31 | December 31 | |
|---|---|---|
| 2020 | 2019 | |
| $ | $ | |
| Right-of-use asset from office lease repayable in monthly | ||
| instalments of $12,688 and an interest rate of 7.71% per annum | ||
| and an end date of January 2023. | 392,508 | 426,353 |
| Less:Current portion | (123,218) | (115,290) |
| Non-currentportion | 269,290 | 311,063 |
The following is a schedule of the Company’s future minimum lease payments related to the office lease obligation:
| $ | |
|---|---|
| 2020 | 110,046 |
| 2021 | 157,543 |
| 2022 | 158,023 |
| 2023 | 13,169 |
| Total minimum lease payments | 438,781 |
| Less: imputedinterest | (46,273) |
| Total present value of minimum lease payments | 392,508 |
| Less:Current portion | (123,218) |
| Non-currentportion | 269,290 |
The Company subleases part of their office space on a month-to-month basis to other companies. The total lease income from the subleasing of the office for the three months ended March 31, 2020 was $27,928 (2019 - $29,415).
12
Silver One Resources Inc. Notes to the Condensed Interim Consolidated Financial Statements For the three months ended March 31, 2020 and 2019 (Unaudited - expressed in Canadian dollars)
11. Share capital
- a) Authorized: Unlimited common shares without par value.
b) Shares issued
Common shares: 171,298,572 (December 31, 2019 – 149,274,522).
During the period ended March 31, 2020, the Company:
-
Issued 20,820,000 units (“Units”) at a price of $0.25 per Unit for gross proceeds of $5,205,000 as part of a private placement. Under the private placement, each Unit consists of one common share in the capital of the Company and one-half of one share purchase warrant. (each whole warrant being a “Warrant” of the Company). Each whole Warrant will entitle the holder to purchase one share at an exercise price of $0.40 per share for a period of three years from the date of the issue of the Warrants. Under the financing, the Company paid finders’ fees totaling $188,848, $164,209 cash and 156,000 warrants ($24,639); and
-
Issued 26,050 common shares to stake additional claims at the Candelaria Project; and
-
Issued 1,178,000 common shares for the exercise of warrants in the amount of $235,600. A value of $2,905 was transferred from the share-based payment reserve to share capital as a result.
During the year ended December 31, 2019, the Company:
-
Issued 39,808,000 units (“Units”) at a price of $0.125 per unit for gross proceeds of $4,976,000 as part of a private placement. Under the private placement, each Unit consists of one common share in the capital of the Company and one-half of one share purchase warrant. (each whole warrant being a “Warrant” of the Company). Each whole Warrant will entitle the holder to purchase one share at an exercise price of $0.20 per share for a period of three years from the date of the issue of the warrants. Under the financing, the Company paid finders’ fees totaling $46,290, 216,000 shares ($27,000) and 502,320 warrants ($44,215);
-
issued 4,158,334 units (“Units”) at a price of $0.15 per Unit for gross proceeds of $623,750 as part of a private placement. Under the private placement, each Unit consists of one common share in the capital of the Company and one-half of one share purchase warrant (each whole warrant being a “Warrant” of the Company). Each whole Warrant will entitle the holder to purchase one share at an exercise price of $0.20 per share for a period of three years from the date of the issue of the Warrants. As at December 31, 2018, $292,500 in shares to be issued was recorded as a liability related to this private placement;
-
issued 5,827,338 common shares valued at USD $1,000,000 ($1,252,878) pursuant to the Option Agreement for the Candelaria Project (see Note 7(a));
-
issued 250,000 common shares as consideration for this reduction of the NSR agreements on the Company’s Mexican properties valued at $60,000 (see Note 7(b));
-
issued 617,499 common shares for the exercise of options in the amount of $30,874. A value of $30,692 was transferred from the share-based payment reserve to share capital as a result; and
-
Issued 1,180,102 common shares for the exercise of warrants in the amount of $236,020. A value of $581 was transferred from the share-based payment reserve to share capital as a result.
c) Options
The Company has adopted a share option plan that allows for the issuance of up to 10% of the issued and outstanding shares as incentive share options to directors, officers, employees and consultants to the Company. Share options granted under the plan may be subject to vesting provisions as determined by the Board of Directors.
The vesting provisions of all options are the following: 25% - 6 months from the grant date, 35% - 1 year from the grant date, and 40% - 1.5 years from the grant date.
13
Silver One Resources Inc. Notes to the Condensed Interim Consolidated Financial Statements For the three months ended March 31, 2020 and 2019 (Unaudited - expressed in Canadian dollars)
11. Share capital (continued)
c) Options (continued)
The Company’s share options outstanding as at March 31, 2020 and December 31, 2019 and the changes for the periods then ended are as follows:
| periods then ended are as follows: | ||
|---|---|---|
| Weighted average | ||
| Number | exercise price | |
| $ | ||
| Balance as at December 31, 2018 | 7,547,496 | 0.22 |
| Exercised | (617,499) | 0.05 |
| Granted – March 15, 2019 | 200,000 | 0.22 |
| Granted – July 19, 2019 | 2,435,000 | 0.26 |
| Granted – October 15, 2019 | 150,000 | 0.30 |
| Forfeited–May 29, 2019 | (275,000) | 0.45 |
| Balance as at December 31, 2019 and March 31, 2020 | 9,439,997 | 0.24 |
The total share-based payment expense recorded during the three months ended March 31, 2020 was $101,580 (2019: $30,195).
The following table summarizes information about the share options as at March 31, 2020:
| Exercise price per share of options outstanding |
Number of options outstanding |
Weighted average remaining life (years) |
Number of options exercisable |
Expiry date |
|---|---|---|---|---|
| $0.05 | 3,599,997 | 1.35 | 3,599,997 | August 5, 2021 |
| $0.33 | 615,000 | 1.42 | 615,000 | August 31, 2021 |
| $0.22 | 200,000 | 1.96 | 200,000 | March 15, 2022 |
| $0.58 | 575,000 | 2.07 | 575,000 | April 27, 2022 |
| $0.57 | 200,000 | 2.21 | 200,000 | June 15, 2022 |
| $0.45 | 200,000 | 2.57 | 200,000 | October 24, 2022 |
| $0.45 | 150,000 | 2.78 | 150,000 | January 8, 2023 |
| $0.40 | 1,315,000 | 3.13 | 1,315,000 | May 17, 2023 |
| $0.26 | 2,435,000 | 4.30 | 608,750 | July 19, 2024 |
| $0.30 | 150,000 | 4.55 | - | October 15, 2024 |
The fair value of options recognized in the period has been estimated using the Black-Scholes Pricing Model with the following assumptions on the grant date of the options:
| Issue date | Expected Option | Risk free | Dividend | Expected |
Weighted average |
|---|---|---|---|---|---|
| life (years) | interest rate | yield | volatility1 | fair value | |
| March 15, 2019 | 3.00 | 1.61% | nil | 80% | $0.08 |
| July 19, 2019 | 5.00 | 1.36% | nil | 87% | $0.21 |
| October 15,2019 | 5.00 | 1.56% | nil | 89% | $0.18 |
Note 1: The volatility used is the Company’s own share volatility for a period equal to the life of the options.
14
Silver One Resources Inc. Notes to the Condensed Interim Consolidated Financial Statements For the three months ended March 31, 2020 and 2019 (Unaudited - expressed in Canadian dollars)
11. Share capital (continued)
d) Warrants
The Company’s warrants outstanding as at March 31, 2020 and December 31, 2019 and the changes for the periods then ended are as follows:
| then ended are as follows: | ||
|---|---|---|
| Weighted average | ||
| Number | exercise price | |
| $ | ||
| Balance as at December 31, 2018 | 5,375,001 | 0.60 |
| Granted – January 7, 2019 | 2,079,170 | 0.20 |
| Granted – July 10, 2019 | 19,904,000 | 0.20 |
| Granted (finders’ warrants) – July 10, 2019 | 502,320 | 0.20 |
| Exercised | (1,180,102) | 0.20 |
| Balance as at December 31, 2019 | 26,680,389 | 0.28 |
| Granted – January 13, 2020 | 5,650,000 | 0.40 |
| Granted – January 17, 2020 | 4,916,000 | 0.40 |
| Exercised | (1,178,000) | 0.20 |
| Balance as at March 31, 2020 | 36,068,389 | 0.32 |
The balance of warrants outstanding as at March 31, 2020 is as follows:
| Exercise | Remaining Life | Warrants | |
|---|---|---|---|
| Expiry Date | Price $ | (Years) | Outstanding |
| October 23, 2020 | 0.60 | 0.56 | 5,375,001 |
| January 7, 2022 | 0.20 | 1.77 | 1,155,668 |
| July 10, 2022 | 0.20 | 2.28 | 18,971,720 |
| January 13, 2023 | 0.40 | 2.79 | 5,650,000 |
| January 17, 2023 | 0.40 | 2.80 | 4,916,000 |
The fair value of finders’ warrants recognized in the period has been estimated using the Black-Scholes Pricing Model with the following assumptions on the grant date of the options:
| Issue date | Expected Option | Risk free | Dividend | Expected |
Weighted average |
|---|---|---|---|---|---|
| life (years) | interest rate | yield | volatility1 | fair value | |
| July 10, 2019 | 3.00 | 1.80% | nil | 86% | $0.09 |
| January 17, 2020 | 3.00 | 1.57% | Nil | 88% | $0.16 |
Note 1: The volatility used is the Company’s own share volatility for a period equal to the life of the warrants.
12. Segment information
The Company operates in a single reportable operating segment, being the acquisition, exploration and retention of mineral property assets. Geographic segment information of the Company’s non-current assets as at March 31, 2020 and December 31, 2019 is as follows:
| 2020 and December 31, 2019 is as follows: | ||
|---|---|---|
| Non-current assets | March 31 | December 31 |
| 2020 | 2019 | |
| $ | $ | |
| Canada | 397,871 | 434,149 |
| USA | 11,111,100 | 8,380,207 |
| Mexico | 6,738,461 | 6,132,454 |
| Total | 18,247,432 | 14,946,810 |
15
Silver One Resources Inc. Notes to the Condensed Interim Consolidated Financial Statements For the three months ended March 31, 2020 and 2019 (Unaudited - expressed in Canadian dollars)
13. Related party transactions
The Company’s related parties consist of the Company’s directors and officers, and any companies associated with them. The Company incurred the following charges during the three months ended March 31, 2020 and 2019:
| Three 2020 |
months ended March 31 2019 |
|---|---|
| $ Consulting fees 45,000 Professional fees 16,127 Salaries and benefits 64,097 Share-basedpayments 46,824 |
$ 45,035 17,185 63,953 8,495 |
Consulting fees include amounts paid to Raul Diaz, a director of the Company, for geological consulting services. Included in the amounts above is $31,257 in consulting fees for the three months ended March 31, 2020 that was capitalized to mineral properties (2019 - $28,790).
Professional fees include amounts paid to Malaspina Consultants Inc., a company in which the CFO, Carmen Amezquita Hernandez, is an associate.
Salaries and benefits include amounts paid to Greg Crowe, President and Chief Executive Officer of the Company.
Share-based payments include options granted to officers and directors.
During the three months ended March 31, 2020, the Company received lease income from a related company with common directors in the amount of $8,555 (2019 - $14,708).
As at March 31, 2020, directors, officers or their related companies owed the Company $87,687 (December 31, 2019 - $79,133) and were owed $49,974 (December 31, 2019 - $17,937) in respect of services. The amounts due to related parties are unsecured, non-interest-bearing and due on demand.
Key management includes directors and executive officers of the Company. Other than the amounts disclosed above, there was no other compensation paid or payable to key management for employee services for the reported periods.
14. Supplemental cash flow information
Investing and financing activities that do not have a direct impact on the current cash flows are excluded from the cash flow statements. The following transactions were excluded from the consolidated statement of cash flows:
During the period ended March 31, 2020:
-
The issuance of 26,050 common shares valued at $8,336 as payment for extra claims stated at the Candelaria Project; and
-
Movement of $104,176 in mineral property exploration expenditures in accounts payable and accrued liabilities.
During the period ended March 31, 2019:
-
The issuance of 5,827,338 common shares valued at $1,329,700 pursuant to the Option Agreement for the Candelaria Project (see Note 7(a));
-
The issuance of 250,000 common shares as consideration for this reduction of the NSR agreements on the Company’s Mexican properties valued at $60,000 (see Note 7(b)); and
-
Movement of $179,757 in mineral property exploration expenditures in accounts payable and accrued liabilities.
The Company paid or accrued $nil for income taxes during the year ended December 31, 2019 (2018 - $nil).
Silver One Resources Inc. Notes to the Condensed Interim Consolidated Financial Statements For the three months ended March 31, 2020 and 2019 (Unaudited - expressed in Canadian dollars)
15. Financial instruments
Classification of financial instruments
The Company’s financial instruments consist of cash, short-term investments, receivables, accounts payable and accrued liabilities. The Company classifies its cash, short-term investments and receivables as financial assets at amortized cost. The Company classifies its accounts payable and accrued liabilities as financial liabilities at amortized cost.
The classification of the financial instruments as well as their carrying values as at March 31, 2020 and December 31, 2019 is shown in the table below:
| The classification of the financial instruments as well as their carrying values as at March 31, 31, 2019 is shown in the table below: |
2020 and December |
|---|---|
| At March 31, 2020 Amortized cost (Financial Assets) Amortized cost (Financial Liabilities) |
Total |
| $ $ Financial assets Cash 509,568 - Short-term investments 5,628,050 - Receivables 328,399 - |
$ 509,568 5,628,050 328,399 |
| Total financial assets 6,466,017 - |
6,466,017 |
| Financial liabilities Accounts payable and accrued liabilities - 564,747 Leases payable - 123,218 |
564,747 123,218 |
| Total financial liabilities - 687,965 |
687,965 |
| Amortized cost | Amortized cost | ||
|---|---|---|---|
| At December 31, 2019 | (Financial Assets) | (Financial Liabilities) | Total |
| $ | $ | $ | |
| Financial assets | |||
| Cash | 445,384 | - | 445,384 |
| Short-term investments | 2,600,000 | - | 2,600,000 |
| Receivables | 178,764 | - | 178,764 |
| Total financial assets | 3,224,148 | - | 3,224,148 |
| Financial liabilities | |||
| Accounts payable and accrued liabilities | - | 461,144 | 461,144 |
| Leases payable | - | 426,353 | 426,353 |
| Total financial liabilities | - | 887,497 | 887,497 |
Note that the fair values approximate the carrying values due to their short-term nature.
Financial instruments risk management
The Company thoroughly examines the various financial instruments and risks to which it is exposed and assesses the impact and likelihood of those risks. These risks include foreign currency risk, interest rate risk, credit risk, and liquidity risk. Where material, these risks are reviewed and monitored by the Board of Directors.
The Board of Directors has overall responsibility for the determination of the Company’s risk management objectives and policies. The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly affecting the Company’s competitiveness and flexibility.
17
Silver One Resources Inc. Notes to the Condensed Interim Consolidated Financial Statements For the three months ended March 31, 2020 and 2019 (Unaudited - expressed in Canadian dollars)
15. Financial instruments (continued)
Discussions of risks associated with financial assets and liabilities are detailed below:
a) Foreign currency risk
The Company is exposed to the financial risk related to the fluctuation of foreign exchange rates. The Company operates in Canada, US, and Mexico and a portion of the Company’s expenses are incurred in Canadian dollars (“CAD”), US dollars (“USD”), and Mexican Pesos (“MXN”). A significant change in the currency exchange rates between the Canadian, US and Mexican currencies, 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.
As at March 31, 2020, the Company is exposed to currency risk on the following financial assets and liabilities denominated in USD and MXN. The sensitivity of the Company’s net earnings due to changes in the exchange rate between the USD and MXN against the Canadian dollar is included in the table below in Canadian dollar equivalents:
| between the USD and MXN against the Canadian dollar is included equivalents: |
in the table below | in Canadian dollar |
|---|---|---|
| USD amount | MXN amount | Total |
| $ | $ | $ |
| Cash 364,714 |
5,883 |
370,597 |
| Accountspayable and accrued liabilities (401,495) |
(4,260) | (405,755) |
| Net exposure (36,781) |
1,623 | (35,158) |
| Effect of +/- 10% change in currency (3,678) |
162 |
b) Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The risk that the Company will realize a cash loss is limited as the Company’s liabilities are non-interest bearing. The Company considers this risk to be immaterial.
c) 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. Credit risk arises from cash held with banks and financial institutions as well as accounts receivables from the Company’s sublease of the office space. The maximum exposure to credit risk is equal to the carrying value of the financial assets. The Company considers credit risk with respect to its cash to be immaterial as cash is mainly held through large Canadian financial institutions. The Company considers credit risk with respect to its accounts receivables to be immaterial as amounts are due from companies with management that are wellknown to the Company.
d) Liquidity risk
Liquidity risk is the risk that the Company is not able to meet its financial obligations as they become due. The Company manages its liquidity risk by continuously monitoring forecasted and actual cash flows, as well as anticipated investing and financing activities. Accounts payable and accrued liabilities have contractual maturities of 30 days or are due on demand and are subject to normal trade terms.
16. Management of capital
The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue the exploration of and retention of its mineral properties. In the management of capital, the Company includes its components of shareholders’ equity.
The capital structure of the Company consists of equity attributable to common shareholders, comprised of issued capital and deficit.
The Company maintains and adjusts its capital structure based on changes in economic conditions and the Company’s planned requirements. The Company may adjust its capital structure by issuing new equity, issuing new
18
Silver One Resources Inc. Notes to the Condensed Interim Consolidated Financial Statements For the three months ended March 31, 2020 and 2019 (Unaudited - expressed in Canadian dollars)
16. Management of capital (continued)
debt, or acquiring or disposing of assets, and controlling the capital expenditures program. The Company is not subject to externally imposed capital requirements.
The Company does not have a source of revenue. As such, the Company is dependent on external financing to fund its activities. In order to pay for administrative costs, the Company will spend its existing working capital and raise additional amounts as needed.
Management reviews its capital management policies on an ongoing basis. There were no changes in the Company’s approach to capital management during the three months ended March 31, 2020.
17. Adoption of New IFRS Pronouncements
On January 1, 2019, the Company adopted IFRS 16 using the modified retrospective application method, where the 2018 comparatives are not restated and a cumulative catch up adjustment is recorded on January 1, 2019 for any differences identified, including adjustments to the opening accumulated deficit balance.
On the date of transition, the Company recorded a right-of-use asset of $525,191 related to the office rent in property and equipment, and the lease obligation of $541,330 was recorded as at January 1, 2019, discounted using the Company’s incremental borrowing rate of 7.71%, and measured at an amount equal to the lease obligation as if IFRS 16 had been applied since the commencement date. The net difference between right-of-use assets and lease liabilities on the date of transition was recognized as an accumulated deficit adjustment of $16,139 on January 1, 2019.
18. Subsequent events
a) Amendment of Candelaria Option Agreement
On April 14, 2020, the Company agreed with each of SSR Mining Inc. (“SSR Mining”) and Maverix Metals Inc. (“Maverix”) whereby the Company will reduce its payment obligation under its Candelaria Option Agreement with SSR Mining and, in consideration of which, assume a future production payment due to Maverix.
Under the terms agreed with SSR Mining and Maverix:
-
The Company has agreed to assume the obligation to pay Maverix US$1,000,000 upon Candelaria achieving commercial production of not less than 2,500,000 ounces of silver per annum (the “Production Payment”);
-
In consideration of the Company assuming the Production Payment, SSR Mining has agreed to relinquish the option payment of US$1,000,000 in shares of Silver One and instead will receive US$100,000 in units of Silver One (issued);
-
In consideration of Maverix agreeing to the Company’s assumption of the Production Payment, Maverix will receive US $100,000 in units of Silver One (issued); and
-
Maverix has agreed to amend the Production Payment so that the Company may satisfy it with US$500,000 cash and $500,000 in shares of the Company on the first anniversary after commencement of commercial production at Candelaria.
Each unit will be comprised of one share and one-half of one share purchase warrant (each a “Warrant”) with each whole warrant entitling the holder to purchase one additional share at a price of $0.40 per share for a period of three years from the date of issue.
b) Exercise of warrants
Subsequent to year end, 558,920 warrants of the Company were exercised for gross proceeds of $111,784.
19