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Silver One Resources Inc. Interim / Quarterly Report 2021

Aug 12, 2021

46220_rns_2021-08-11_5ce5b647-ce1a-4f5d-9b94-28e202a0aa93.pdf

Interim / Quarterly Report

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==> picture [327 x 89] intentionally omitted <==

Condensed Interim Consolidated Financial Statements

(Unaudited - expressed in Canadian Dollars) For the three and six months ended June 30, 2021 and 2020

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 of the 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)

June 30
Note
2021
December 31
2020
$
Assets
Current
Cash
11,082,251
Short-term investments
5
196,436
Receivables and prepaid expenditures
7
320,348
Net investment in sublease
11
143,199
Marketable securities
6
3,048,108
Assets held for sale
4
-
$
11,341,666
2,518,560
327,995
150,818
178,583
6,116,184
14,790,342
Non-current
Net investment in sublease
11
88,763
Long-term receivables
4
1,126,794
Property and equipment
8
55,797
Mineral properties
9
17,562,140
Reclamation deposit
78,196
20,633,806
161,758
-
72,199
13,478,126
80,329
Total Assets
33,702,032
34,426,218
Liabilities
Current
Accounts payable and accrued liabilities
10
492,692
Deferred rent
13,685
Lease obligations
11
172,743
Shares to be issued
24,000
899,117
18,006
167,680
-
703,120
Non-current
Lease obligations
11
89,842
1,084,803
176,606
Total Liabilities
792,962
Shareholders’ Equity
Share capital
12(b)
43,778,557
Share-based payment reserve
12(c)
2,793,884
Accumulated other comprehensive income
(1,077,971)
Accumulated deficit
(12,585,400)
1,261,409
42,111,498
2,195,819
(595,060)
(10,547,448)
32,909,070
Total Liabilities and Shareholders’ Equity
33,702,032
33,164,809
34,426,218
Nature of operations and going concern – Note 1
Commitments – Note 18
Subsequent events – Note 19

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 and six months ended June 30, 2021 and 2020

(Unaudited - expressed in Canadian dollars)

Three months ended
June 30
Six months ended
June 30
Note
2021
2020
2021
2020
Three months ended
June 30
Six months ended
June 30
Note
2021
2020
2021
2020
$
$
$
Expenses
Administrative and office
19,414
16,607
54,423
Consulting
14
47,121
35,956
87,351
Depreciation
8
9,364
40,249
18,580
Director fees
14
15,000
-
30,000
Exploration and evaluation
7,233
589
7,233
Filing and listing fees
23,970
22,188
52,559
Professional fees
14
41,346
38,425
67,477
Salaries and benefits
14
75,201
60,000
149,329
Share-based payments
12(c),14
322,564
84,357
673,717
Shareholder communications
89,932
108,225
193,632
Travel and related costs
1,264
7,544
2,225
$
35,332
77,069
78,540
-
1,719
44,237
76,471
124,097
185,937
184,078
50,315
Loss before other items
(652,409)
(414,140)
(1,336,526)
Foreign exchange (loss) gain
(65,917)
(73,011)
(121,943)
Finance charge on leases
(5,646)
(7,393)
(11,954)
(Loss) gain on marketable securities
6
(353,412)
44,788
(396,216)
Income from sublease of office
4,958
29,771
10,457
Interest and other income
21,969
20,149
33,579
Loss on sale of KCP Minerals Inc.
4
-
-
(215,349)
(857,795)
39,063
(16,339)
44,788
57,699
22,266
-
Net loss for the period
(1,050,457)
(399,836)
(2,037,952)
Other comprehensive (loss) income for the period
Currency translation adjustment
(242,418)
(714,507)
(482,911)
(710,318)
753,757
Comprehensive (loss) income for the period
(1,292,875)
(1,114,343)
(2,520,863)
Loss per share
Basic and diluted
(0.01)
(0.00) (0.01)
43,439
(0.00)
Weighted average number of shares outstanding
Basic and diluted
204,660,996 172,996,752 203,761,685
170,415,191

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 six months ended June 30, 2021 and 2020

(Unaudited - expressed in Canadian dollars)

Six months ended
June 30
2021
2020
Six months ended
June 30
2021
2020
$
Cash (used in) provided by:
Operating activities
Net loss for the period
(2,037,952)
Depreciation
18,580
Share-based payments
673,717
Unrealized foreign exchange
222,453
Loss (gain) on marketable securities
396,216
Loss on sale of KCP Minerals Inc.
215,349
Changes in working capital items
Receivables and prepaid expenditures
202,160
Net investment in sublease
(143,199)
Accounts payable and accrued liabilities
156,581
Deferred rent
(4,321)
$
(710,318)
78,540
185,937
(34,901)
(44,788)
-
(153,274)
-
(40,847)
(4,321)
(300,416) (723,972)
Investing activities
Cash out (purchase) of short-term investments
2,322,124
Mineral property expenditures
(4,286,722)
Property and equipment expenditures
(3,013)
Reclamation deposit
(17,053)
Value-added tax incurred
(239)
Proceeds from sale of marketable securities
234,259
Proceeds from sale of KCP Minerals Inc.
1,250,000
(2,355,830)
(2,347,757)
(4,989)
(17,053)
(507)
-
-
(500,644) (4,726,136)
Financing activities
Repayment of lease obligation
(81,701)
Proceeds from exercise of warrants
728,808
Proceeds from exercise of options
82,599
Issuance of shares pursuant to private placement
-
Cash share issuance costs
-
Shares to be issued
24,000
(73,587)
591,484
-
5,205,000
(164,959)
(44,000)
753,706 5,513,938
Change in cash held in assets held for sale
843
Effect of foreign exchange on cash
(212,904)
-
-
(Decrease) increase in cash
(259,415)
Cash- beginning of period
11,341,666
63,830
445,384
Cash - end ofperiod
11,082,251
509,214

Supplemental cash flow information – Note 15

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, 2019
149,274,522 24,262,551 1,593,426 (89,599) (8,478,375)
Shares issued from private placement
12(b)
20,820,000
5,205,000
-
-
-
Less: Share issue costs
- (189,598)
24,639
-
-
Share-based payments
12(c),14
-
-
185,937
-
-
Shares issued on the Candelaria option agreement
871,000
278,720
84,572
-
-
Shares issued on mineral properties
9(a)
26,050
8,336
-
-
-
Exercise of warrants
12(d)
2,957,420
603,932
(12,448)
-
-
Net loss for the period
-
-
-
-
(710,318)
Cumulative translation adjustment
-
-
-
753,757
-
$
17,288,003
5,205,000
(164,959)
185,937
363,292
8,336
591,484
(710,318)
753,757
Balance, June 30, 2020
173,948,992
30,168,941
1,876,126
664,158
(9,188,693)
Shares issued from private placement
12(b)
21,111,111
9,500,000
-
-
-
Less: Share issue costs
-
(141,394)
38,139
-
-
Share-based payments
12(c),14
-
-
439,177
-
-
Shares issued on Silver Phoenix option agreement
9(a)
500,000
390,000
-
-
-
Exercise of options
12(c)
1,171,498
339,890
(143,070)
-
-
Exercise of warrants
12(d)
4,600,040
1,854,061
(14,553)
-
-
Net loss for the period
-
-
-
-
(1,358,755)
Cumulative translation adjustment
-
-
-
(1,259,218)
-
23,520,532
9,500,000
(103,255)
439,177
390,000
196,820
1,839,508
(1,358,755)
(1,259,218)
Balance, December 31, 2020
201,331,641
42,111,498
2,195,819
(595,060) (10,547,448)
Share-based payments
12(c),14
-
-
673,717
-
-
Shares issued on Silver Phoenix option agreement
9(a)
1,000,000
780,000
-
-
-
Exercise of options
12(c)
1,085,000
158,251
(75,652)
-
-
Exercise of warrants
12(d)
2,100,289
728,808
-
-
-
Net loss for the period
-
-
-
-
(2,037,952)
Cumulative translation adjustment
-
-
-
(482,911)
-
33,164,809
673,717
780,000
82,599
728,808
(2,037,952)
(482,911)
Balance, June 30, 2021
205,516,930
43,778,557
2,793,884
(1,077,971) (12,585,400)
32,909,070

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 and six months ended June 30, 2021 and 2020 (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” or “Candelaria”) located in Nevada and has claims staked in eastern Nevada, including the Cherokee project (“Cherokee Project” or “Cherokee”). The Company also has an option agreement to acquire 100% interest in the Phoenix Silver property in Arizona (“Phoenix Silver Property” or “Phoenix Silver”).

On March 3, 2021, the Company completed the sale of its subsidiary, KCP Minerals Inc. (“KCP”), which through its 100% interest in Minera Terra Plata S.A. de C.V. holds the Company’s three Mexican silver exploration projects to Silverton Metals Corp. (“Silverton”). See note 4.

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 June 30, 2021, the Company had an accumulated deficit of $12,585,400, 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 Venture Exchange (“TSX-V”) under the symbol “SVE”, on the OTCQX Marketplace under the symbol “SLVRF”, and on the Frankfurt Stock Exchange under the symbol “BRK1”.

The Company’s corporate office is located at Suite 200-550 Denman St, Vancouver, British Columbia, V6G 3H1.

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. They are presented in Canadian dollars, which is the functional currency of the Company’s Canadian entities. The functional currency of the Company’s foreign subsidiary is US dollars. The currency translation adjustment resulting from the translation of the foreign subsidiary’s 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 and six months ended June 30, 2021 and 2020 (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 August 11, 2021.

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, 2020. Accordingly, they should be read in conjunction with the annual consolidated financial statements for the year ended December 31, 2020.

Accounting standards issued but not yet effective

On May 14, 2020, the International Accounting Standards Board published an amendment to IAS 16 Property, Plant and Equipment - Proceeds before Intended Use. The amendments prohibit deducting from the cost of property, plant and equipment any proceeds received from selling items produced while bringing that asset for its intended use. Instead, proceeds received will be recognized as sales proceeds and related cost in profit or loss. The effective date is for annual periods beginning on or after January 1, 2022, with early adoption permissible. The amendment to this standard is not expected to have a material impact on the Company’s financial statements.

As at June 30, 2021, there are no other accounting pronouncements with future effective dates that are applicable or are expected to have a material impact on the Company’s financial statements.

4. Sale of KCP Minerals Inc.

On March 3, 2021, the Company completed the sale of its subsidiary, KCP Minerals Inc. (“KCP”), which through its 100% interest in Minera Terra Plata S.A. de C.V. holds the Company’s three Mexican silver exploration projects to Silverton Metals Corp. (“Silverton”) (the “KCP Purchase Agreement”).

Under the terms of the KCP Purchase Agreement, the Company transferred to Silverton its 100% interest in KCP and, in consideration, Silverton will pay in cash and shares as follows: (a) $1,250,000 in cash upon closing (received); (b) issue 4,375,000 common shares of Silverton to the Company (issued); (c) pay $750,000 in cash 18 months after closing; and (d) pay $500,000 in cash 24 months after closing. The common shares received are subject to an escrow release schedule where 10% of shares will be released on April 6, 2021 and 15% will be every 6 months thereafter for a period of 36 months.

In connection with the KCP Purchase Agreement, Silverton granted the Company a 1.5% NSR on each of the Mexican silver properties. At the option of Silverton, Silverton may repurchase two-thirds of the NSR (1%) with a payment equal to US $500,000 for each of the Mexican silver properties.

6

Silver One Resources Inc. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2021 and 2020 (Unaudited - expressed in Canadian dollars)

4. Sale of KCP Minerals Inc. (continued)

The major classes of assets and liabilities of KCP classified as held for sale as at December 31, 2020 were as follows:

December 31
2020
$
Cash 7,551
VAT receivable 60,051
Prepaid expenditures and other 14,163
Mineral properties 6,039,388
Accounts payable (4,969)
Total assets held for sale 6,116,184

These assets and related liabilities were measured at carrying amounts, which was the lower of their carrying amount and estimated fair value less costs to sell.

The loss on the disposal of KCP is as follows:

$
Total assets held for sale at December 31, 2020 6,116,184
Change in assets held for sale (54,148)
Net assets of KCP at March 3, 2021 6,062,036
Consideration received (5,846,687)
Loss on sale of KCP 215,349

The consideration consists of the following:

$
Cash received on sale 1,250,000
Shares received (4,375,000 shares at $0.80/share) 3,500,000
Cash to be received 18 months from sale 750,000
Cash to be received 24 months from sale 500,000
Total consideration 6,000,000
Discount of long-term consideration receivable (153,313)
Total consideration 5,846,687

The $750,000 to be received 18 months from the date of sale and the $500,000 to be received 24 months from the date of sale have been recorded as long-term receivables. The amounts have been discounted to their present value using a borrowing rate of 8% and at June 30, 2021 were $1,126,794.

5. Short-term investments

Short-term investments of $196,436 (December 31, 2020 - $2,518,560) include highly liquid, redeemable GIC investments in an active market with original maturities of one year or less.

7

Silver One Resources Inc. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2021 and 2020

(Unaudited - expressed in Canadian dollars)

6. Marketable securities

Marketable securities
June 30
2021
December 31
2020
$
Beginning balance
178,583
Additions
3,500,000
Disposals
(234,259)
Realized gain on marketable securities
213,738
Unrealized (loss) gain on marketable securities
(609,954)
$
-
48,860
(26,722)
20,722
135,723
3,048,108 178,583

During the year ended December 31, 2020, marketable securities were received as a shares-for-debt payment of $48,860 on receivables outstanding. Of the 814,331 shares received, 100,000 shares were sold resulting in a realized gain of $20,722.

During the six months ended June 30, 2021, 300,000 more shares were sold for a realized gain of $213,738.

On March 3, 2021, the Company completed the sale of its subsidiary KCP to Silverton. As part of the consideration, the Company received 4,375,000 common shares of Silverton at a value of $3,500,000. See Note 4.

7. Receivables and prepaid expenditures

Receivables and prepaid expenditures
June 30
2021
December 31
2020
$
GST receivable
9,407
Other receivables1
198,126
Prepaid expenditures
112,815
$
12,575
224,617
90,803
320,348 327,995

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.

8

Silver One Resources Inc. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2021 and 2020 (Unaudited - expressed in Canadian dollars)

8. Property and equipment

Property and equipment
Office
Leasehold
Furniture and
Building1 Improvements
Equipment
Total
$ $
$
$
Cost
Balance at December 31, 2019 525,191 53,351 56,160 634,702
Additions 57,127 - 6,197 63,324
Disposals (525,191) (53,351) (12,767) (591,309)
Foreign exchange - - 10 10
Balance at December 31, 2020 57,127 - 49,600 106,727
Additions - - 3,013 3,013
Foreign exchange - - (835) (835)
Balance at June 30, 2021 57,127 - 51,778 108,905
Accumulated depreciation
Balance at December 31, 2019 (128,618) (22,298) (15,155) (166,071)
Depreciation (135,482) (9,781) (11,153)
(156,416)
Disposals 247,438 32,079 8,442 287,959
Balance at December 31, 2020 (16,662) - (17,866) (34,528)
Depreciation (14,282) - (4,298) (18,580)
Balance at June 30, 2021 (30,944) - (22,164) (53,108)
Net – December 31, 2020 40,465
-

31,734
72,199
Net – June 30, 2021 26,183 - 29,614 55,797

1 The amount disclosed above under building relates solely to right-of-use assets from the office rental leases. In December 2020, the original office lease was subleased to a third party and the lease asset was derecognized.

9

Silver One Resources Inc. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2021 and 2020 (Unaudited - expressed in Canadian dollars)

9. Mineral properties

a) US properties

US properties
Balance
June 30
2021
Additions
June 30
2021
Balance
December 31
2020
Additions
December 31
2020



Balance
December 31
2019
$
$
$
$
Candelaria
Option payments - shares
3,831,678
3,831,678
-
Acquisition costs - shares
384,572
384,572
371,628
Acquisition costs - cash
115,150
115,150
102,062
Consulting fees
1,913,590
476,541
1,437,049
732,118
Drilling
4,880,554
2,235,857
2,644,697
1,834,014
Field supplies and other costs
188,205
25,359
162,846
58,194
Laboratory and analysis fees
1,043,855
543,204
500,651
155,943
Land payments
831,634
14,475
817,159
215,151
Staking and survey costs
127,723
3,683
124,040
1,937
Travel and accommodation
452,074
205,236
246,838
120,848
Currency translation
(523,289)
(311,732)
(211,557)
(283,876)
$

3,831,678

12,944

13,088

704,931

810,683

104,652

344,708

602,008

122,103

125,990

72,319

13,245,746
3,192,623
10,053,123
3,308,019
Phoenix Silver
Acquisition costs - cash
487,609
-
487,609
487,609
Acquisition costs - shares
1,170,000
780,000
390,000
390,000
Consulting fees
383,673
40,874
342,799
342,799
Field supplies and other costs
1,665
-
1,665
1,665
Laboratory and analysis fees
10,036
-
10,036
10,036
Land payments
142,136
52,616
89,520
89,520
Staking and survey costs
99,864
51,584
48,280
48,280
Travel and accommodation
9,645
1,584
8,061
8,061
Currency translation
(109,345)
(52,312)
(57,033)
(57,033)

6,745,104

-

-

-

-

-

-

-

-

-
2,195,283
874,346 1,320,937
1,320,937
Cherokee
Consulting fees
614,740
51,827
562,913
185,394
Drilling
2,389
2,389
-
-
Field supplies and other costs
20,029
876
19,153
4,480
Laboratory and analysis fees
97,379
-
97,379
80,661
Land payments
821,275
-
821,275
186,152
Staking and survey costs
125,450
71
125,379
-
Travel and accommodation
147,862
1,052
146,810
59,645
Currency translation
(86,686)
(46,455)
(40,231)
(47,166)

-

377,519

-

14,673

16,718

635,123

125,379

87,165

6,935

1,742,438
9,760
1,732,678
469,166
Eastern Nevada
Consulting fees
185,954
17,124
168,830
32,192
Field supplies and other costs
6,044
95
5,949
1,352
Laboratory and analysis fees
7,161
-
7,161
4,679
Land payments
158,925
-
158,925
45,278
Staking and survey costs
8,970
-
8,970
-
Travel and accommodation
27,849
-
27,849
2,737
Currency translation
(16,230)
(9,934)
(6,296)
(9,778)

1,263,512

136,638

4,597


113,647


25,112

3,482

378,673
7,285
371,388
76,460

294,928
USA total
17,562,140
4,084,014
13,478,126
5,174,582

8,303,544

10

Silver One Resources Inc. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2021 and 2020 (Unaudited - expressed in Canadian dollars)

9. 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”), to acquire a 100% interest in the Candelaria silver project (the “Candelaria Project or “Candelaria””) 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.

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.

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.

On July 25, 2019, the Company amended the Candelaria Option Agreement (“Amended Agreement”). The Amended Agreement deferred the assumption of the USD $2,200,000 bond obligation by the Company until January 2023.

On April 14, 2020, the Company further amended the Candelaria Option (the “Amended Candelaria Option Agreement”). The Company agreed with each of SSR and Maverix Metals Inc. (“Maverix”) whereby the Company will reduce its payment obligation with SSR and, in consideration of which, assume a future production payment due to Maverix.

Under the Amended Candelaria Option Agreement:

  • The Company agreed to assume the obligation to pay Maverix US$1,000,000 upon Candelaria achieving commercial production (the “Production Payment”);

  • In consideration of the Company assuming the Production Payment, SSR agreed to relinquish the third anniversary option payment of US$1,000,000 in shares of Silver One and instead agreed to 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 received US $100,000 in units of Silver One (issued); and

  • Maverix 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 was comprised of one share and one-half of one share purchase 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.

11

Silver One Resources Inc. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2021 and 2020 (Unaudited - expressed in Canadian dollars)

9. Mineral properties (continued)

a) US properties (continued)

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 (paid) and USD $5,000 in shares (issued), 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 $24,687 on the second anniversary (paid). This provides 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.

Phoenix Silver Acquisition

On February 4, 2020, the Company entered into an agreement (the “Phoenix Silver 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 USD $350,000 within five days of TSX-V acceptance of the Phoenix Silver 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 (issued at a value of $390,000); (ii) 1,000,000 shares on the date that is twelve months from the Effective Date (issued at a value of $780,000); (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 Phoenix Silver 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 Phoenix Silver 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.

12

Silver One Resources Inc. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2021 and 2020 (Unaudited - expressed in Canadian dollars)

9. Mineral properties (continued)

b) Mexican properties

Balance Additions
Balance
Additions Balance
June 30 June 30 December 31 December 31 December 31
2021 2021 2020 2020 2019
$ $ $
Peñasco Quemado
Acquisition costs - - 3,194,966 -
3,194,966
Consulting fees - - 121,890 -
121,890
Drilling - - 151,520 -
151,520
Field supplies and other costs - - 27,162 2,126
25,036
Laboratory and analysis fees - - 22,459 873 21,586
Land payments - - 350,274 83,863 266,411
Royalty payments - - 37,692 -
37,692
Geophysics - - 112,416 -
112,416
Travel and accommodation fees - - 33,828 -
33,828
Currency translation adjustment - - (143,823) (81,188) (62,635)
Transferred to assets held for sale - - (3,908,384) (3,908,384) -
- - -
3,902,710
3,902,710
La Frazada
Acquisition costs - - 2,086,202 -
2,086,202
Consulting fees - - 27,865 156 27,709
Laboratory and analysis fees - - 8,150 -
8,150
Land payments - - 23,292 6,696 16,596
Royalty payments - - 22,156 -
22,156
Travel and accommodation - - 7,140 -
7,140
Field supplies and other costs - - 3,473 -
3,473
Currency translation adjustment - - (82,563) (42,344) (40,219)
Transferred to assets held for sale - - (2,095,715) (2,095,715) -
- - -
(2,131,207)
2,131,207
Pluton
Acquisition costs - - 1,091,245 -
1,091,245
Consulting fees - - 2,517 -
2,517
Land payments - - 65,290 -
65,290
Royalty payments - - 361 -
361
Warehouse and storage costs - - 4,029 107 3,922
Impairment - - (1,069,799) -
(1,069,799)
Currency translation adjustment - - (58,354) (713) (57,641)
Transferred to assets held for sale - - (35,289) (35,289) -
- - - (35,895) 35,895
Mexico total - -
-
(6,069,812) 6,069,812

Sale of Mexican properties

On March 3, 2021, the Company completed the sale of its subsidiary KCP, which holds the Company’s three Mexican silver exploration projects to Silverton. See Note 4.

13

Silver One Resources Inc. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2021 and 2020 (Unaudited - expressed in Canadian dollars)

10. Accounts payable and accrued liabilities

June 30 December 31
2021 2020
$ $
Accounts payable 443,942 866,617
Accrued liabilities 48,750 32,500
492,692 899,117

Accounts payable include amounts owing for consulting, exploration, and general corporate expenditures. Accrued liabilities include an accrual of audit fees and other administrative expenses.

11. Lease obligation

The Company entered into office leases on February 2018 and June 2020. The terms and the outstanding balances as at June 30, 2021 and December 31, 2020 are as follows:

as at June 30, 2021 and December 31, 2020 are as follows:
June 30 December 31
2021 2020
$ $
Right-of-use asset from office lease repayable in monthly
instalments between $10,676 and $14,878, an interest rate of
7.71% per annum and an end date of January 2023. 234,799 302,756
Right-of-use asset from office lease repayable in monthly
instalments of $2,500, an interest rate of 7.72% per annum
and an end date of May2022. 27,786 41,530
Total lease obligation 262,585 344,286
Less:current portion (172,743) (167,680)
Non-currentportion 89,842 176,606

The following is a schedule of the Company’s future minimum lease payments related to the office lease obligation:

$
2021 102,386
2022 171,148
2023 13,169
Total minimum lease payments 286,703
Less: imputedinterest (24,118)
Total present value of minimum lease payments 262,585
Less:Current portion (172,743)
Non-currentportion 89,842

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 and six months ended June 30, 2021 was $4,958 and $10,457 (2020 - $29,771 and $57,699).

During the three and six months ended June 30, 2021, the Company recorded $5,646 and $11,954 (2020 - $7,393 and $16,339) of interest expense related to the leases.

Sublease of office space

The Company entered into a new agreement to sublease one of its office spaces beginning on December 1, 2020 through January 31, 2023 for approximately $84,000 per annum. The right-of-use asset related to the office was derecognized and a net investment in sublease was set up.

14

Silver One Resources Inc. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2021 and 2020 (Unaudited - expressed in Canadian dollars)

11. Lease obligation (continued)

As at June 30, 2021 and December 31, 2020 the net investment in sublease was made up of the following:

As at June 30, 2021 and December 31, 2020 the net investment in sublease was made up of the following:
June 30
2021
December 31
2020
Net investment in sublease
$
Short-term
143,199
Long-term
88,763
$
150,818
161,758
Total receivables
231,962
312,576

12. Share capital

  • a) Authorized: Unlimited common shares without par value.

b) Shares issued

Common shares: 205,516,930 (December 31, 2020 – 201,331,641).

During the period ended June 30, 2021, the Company:

  • Issued 1,000,000 common shares valued at $780,000 pursuant to the Phoenix Silver Agreement (see Note 9(a));

  • Issued 1,085,000 common shares for the exercise of options in the amount of $82,599. A value of $75,652 was transferred from the share-based payment reserve to share capital as a result; and

  • Issued 2,100,289 common shares for the exercise of warrants in the amount of $728,808.

During the year ended December 31, 2020, the Company:

  • Issued 21,111,111 units (“Units”) at a price of $0.45 per Unit for gross proceeds of $9,500,000 as part of a private placement. Each Unit is comprised of one common share and one-half of one common share purchase warrant (“Warrant”), with each whole Warrant entitling the holder to purchase one additional common share at an exercise price of $0.65 per share for a period of three years from the date of issue. Under the financing, the Company paid cash finders’ fees of $67,730 and 125,660 Warrants with a fair value of $38,139;

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 (“Warrant”), with each whole Warrant entitling the holder to purchase one additional common share at an exercise price of $0.40 per share for a period of three years from the date of the issue. Under the financing, the Company paid finders’ fees totaling $188,848, $164,209 cash and 156,000 Warrants ($24,639);

  • Issued 871,000 units (“Units”) with a total value of $363,292 where $278,720 was allocated to the common share and $84,572 to the attached warrant pursuant to the Amended Candelaria Option Agreement (see Note 9(a)). Each Unit consists of one share and one-half of one common share purchase warrant (“Warrant”) with each whole Warrant entitling the holder to purchase one additional common share at an exercise price of $0.40 per share for a period of three years from the date of issue;

15

Silver One Resources Inc. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2021 and 2020 (Unaudited - expressed in Canadian dollars)

12. Share capital (continued)

b) Shares issued (continued)

  • Issued 500,000 common shares valued at $390,000 pursuant to the Phoenix Silver Agreement (see Note 9(a));

  • Issued 26,050 common shares valued at $8,336 to stake additional claims at the Candelaria Project;

  • Issued 1,171,498 common shares for the exercise of options in the amount of $196,820. A value of $143,070 was transferred from the share-based payment reserve to share capital as a result; and

  • Issued 7,557,460 common shares for the exercise of warrants in the amount of $2,430,992. A value of $27,001 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.

The Company’s share options outstanding as at June 30, 2021 and December 31, 2020 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, 2019 9,439,997 0.24
Exercised (1,171,498) 0.17
Granted – September 28, 2020 2,575,000 0.70
Forfeited–September 30, 2020 (50,000) 0.40
Balance as at December 31, 2020 10,793,499 0.35
Granted – January 28, 2021 200,000 0.65
Granted – April 23, 2021 50,000 0.75
Granted – June 6, 2021 2,950,000 0.75
Exercised (1,085,000) 0.34
Balance as at June 30, 2021 12,908,499 0.47

The total share-based payment expense recorded during the three and six months ended June 30, 2021 was $322,564 and $673,717 (2020: $84,357 and $185,937).

16

Silver One Resources Inc. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2021 and 2020 (Unaudited - expressed in Canadian dollars)

12. Share capital (continued)

c) Options (continued)

The following table summarizes information about the share options as at June 30, 2021:

Exercise price per
share of options
outstanding
Number of options
outstanding
Weighted average
remaining life
(years)
Number of options
exercisable
Expiry date
$0.05 1,999,999 0.10 1,999,999 August 5, 2021
$0.33 615,000 0.17 615,000 August 31, 2021
$0.22 200,000 0.71 200,000 March 15, 2022
$0.58 575,000 0.82 575,000 April 27, 2022
$0.57 200,000 0.96 200,000 June 15, 2022
$0.45 200,000 1.32 200,000 October 24, 2022
$0.45 150,000 1.53 150,000 January 8, 2023
$0.40 1,085,500 1.88 1,085,500 May 17, 2023
$0.26 2,048,000 3.05 2,048,000 July 19, 2024
$0.30 60,000 3.30 60,000 October 15, 2024
$0.70 2,575,000 4.25 643,750 September 28, 2025
$0.65 200,000 4.58 50,000 January 28, 2026
$0.75 50,000 4.82 - April 23, 2026
$0.75 2,950,000 4.94 - June 6, 2026

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
September 28, 2020
5.00
0.31% nil 93% $0.48
January 28, 2021 5.00 0.33% nil 94% $0.46
April 23, 2021 5.00 0.76% nil 94% $0.52
June 6,2021 5.00 0.74% nil 102% $0.54

Note 1: The volatility used is the Company’s own share volatility for a period equal to the life of the options.

d) Warrants

The Company’s warrants outstanding as at June 30, 2021 and December 31, 2020 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, 2019 26,680,389 0.28
Granted – January 13, 2020 5,650,000 0.40
Granted – January 17, 2020 4,916,000 0.40
Granted – April 14, 2020 435,500 0.40
Granted – July 14, 2020 10,681,218 0.65
Exercised (7,557,460) 0.31
Expired (3,566,251) 0.60
Balance as at December 31, 2020 37,239,396 0.38
Exercised (2,100,289) 0.34
Balance as at June 30, 2021 35,139,107 0.38

17

Silver One Resources Inc. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2021 and 2020 (Unaudited - expressed in Canadian dollars)

12. Share capital (continued)

d) Warrants (continued)

The balance of warrants outstanding as at June 30, 2021 is as follows:

Exercise Remaining Life Warrants
Expiry Date Price $ (Years) Outstanding
January 7, 2022 0.20 0.52 1,025,668
July 10, 2022 0.20 1.03 14,499,610
January 13, 2023 0.40 1.54 4,576,000
January 17, 2023 0.40 1.55 4,285,000
April 14, 2023 0.40 1.79 435,500
July 14, 2023 0.65 2.03 10,317,329

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 Warrant Risk free Dividend
Expected
Weighted average
life (years) interest rate yield volatility1 fair value
January 17, 2020 3.00 1.57% nil 88% $0.16
April 14, 2020 3.00 0.34% nil 98% $0.19
July 14, 2020 3.00 0.23% nil 97% $0.30

Note 1: The volatility used is the Company’s own share volatility for a period equal to the life of the warrants.

13. 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 June 30, 2021 and December 31, 2020 is as follows:

2021 and December 31, 2020 is as follows:
Non-current assets June 30 December 31
2021 2020
$ $
Canada 1,242,562 203,246
USA 17,669,128 13,589,166
Total 18,911,690 13,792,412

14. 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 three and six months ended June 30 and 2020:

Three months ended
June 30
Six
2021
2020
2021
months ended
June 30
2020
$
$
$
Consulting fees
52,500
45,000
105,000
Director fees
15,000
-
30,000
Professional fees
16,040
13,176
25,670
Salaries and benefits
75,201
60,000
149,329
Share-basedpayments
161,404
40,072
348,285
$
90,000
-
29,303
124,097
86,896

18

Silver One Resources Inc. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2021 and 2020 (Unaudited - expressed in Canadian dollars)

14. Related party transactions (continued)

Consulting fees include amounts paid to Raul Diaz, a director of the Company, for geological consulting services. Included in the amounts above is $35,379 and $77,649 in consulting fees for the three and six months ended June 30, 2021 that was capitalized to mineral properties (2020 - $21,944 and $53,200).

Director fees were paid to the directors of the company.

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 and six months ended June 30, 2021, the Company received lease income from a related company with common directors in the amount of $2,893 and $5,789 respectively (2020 - $9,120 and $17,675).

As at June 30, 2021, directors, officers or their related companies owed the Company $122,069 (December 31, 2020 - $116,279) and were owed $46,310 (December 31, 2020 - $29,829) 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.

15. 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 six months ended June 30, 2021:

  • The issuance of 1,000,000 common shares valued at $780,000 pursuant to the Phoenix Silver Agreement (see Note 9(a)); and

  • Movement of $562,275 in mineral property exploration expenditures in accounts payable and accrued liabilities.

During the six monthsended June 30, 2020:

  • The issuance of 26,050 common shares valued at $8,336 as payment for extra claims staked at the Candelaria Project; and

  • The issuance of 871,000 units (“Units”) valued at $363,292 pursuant to the Amended Candelaria Option Agreement (see Note 9(a)). Each Unit consists 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; and

  • Marketable securities received as a shares-for-debt payment of $48,860 on receivables outstanding; and

  • • Recognition of a right-of-use asset and related lease obligation in the amount of $57,127 related to an office lease (see note 10); and

  • Movement of $299,062 in mineral property exploration expenditures in accounts payable and accrued liabilities.

The Company paid or accrued $nil for income taxes during the period ended June 30, 2021 (2020 - $nil).

19

Silver One Resources Inc. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2021 and 2020 (Unaudited - expressed in Canadian dollars)

16. Financial instruments

Classification of financial instruments

The Company’s financial instruments consist of cash, short-term investments, marketable securities, receivables, net investment in sublease, accounts payable and accrued liabilities and lease obligations. The Company classifies its cash, short-term investments, receivables and net investment in sublease as financial assets at amortized cost. The Company classifies its accounts payable and accrued liabilities and lease obligations as financial liabilities at amortized cost. There have been no changes to the classification of financial instruments since December 31, 2020.

Financial instruments risk management

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.

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.

There have been no changes in any risk management policies since December 31, 2020.

17. 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, reserves 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 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 period ended June 30, 2021.

18. Commitments

The President, CEO and director has a long-term employment agreement with the Company. The agreement has a termination clause whereby he is entitled to the equivalent of sixteen times his then current monthly salary plus two additional months for each year of working after two years. As at June 30, 2021, this equated to $506,000 (December 31, 2020 - $506,000).

20

Silver One Resources Inc. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2021 and 2020 (Unaudited - expressed in Canadian dollars)

19. Subsequent events

Exercise of warrants

Subsequent to period end, 120,000 warrants of the Company were exercised for gross proceeds of $24,000.

Exercise of options

Subsequent to period end, 1,999,999 options of the Company were exercised for gross proceeds of $100,000.

21