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Silver Range Resources Ltd. — Audit Report / Information 2023
Apr 18, 2024
46877_rns_2024-04-18_7483c95f-f982-4aaa-a249-a7e88fdd03db.pdf
Audit Report / Information
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Silver Range Resources Ltd. Consolidated Financial Statements December 31, 2023 (Expressed in Canadian Dollars)
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Baker Tilly WM LLP 900 – 400 Burrard Street Vancouver, British Columbia Canada V6C 3B7 T: +1 604.684.6212 F: +1 604.688.3497
[email protected] www.bakertilly.ca
INDEPENDENT AUDITOR’S REPORT
To the Shareholders of Silver Range Resources Ltd.:
Opinion
We have audited the consolidated financial statements of Silver Range Resources Ltd. and its subsidiary (together, the “Company”), which comprise the consolidated statement of financial position as at December 31, 2023, and the consolidated statement of loss and comprehensive loss, consolidated statement of changes in shareholders’ equity and consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including material accounting policy information.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as at December 31, 2023, and its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with IFRS Accounting Standards.
Basis for Opinion
We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Material Uncertainty Related to Going Concern
We draw attention to Note 1 in the consolidated financial statements, which describes the conditions indicating that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2023. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In addition to the matter described in the Material Uncertainty Related to Going Concern section of our auditor’s report, we have determined the matter described below to be the key audit matters to be communicated in our report.
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Baker Tilly WM LLP is a member of Baker Tilly Canada Cooperative, which is a member of the global network of Baker Tilly International Limited. All members of Baker Tilly Canada Cooperative and Baker Tilly International Limited are separate and independent legal entities.
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Key audit matter How our audit addressed the key audit matter Assessment of the existence of impairment indicators for mineral property interests Refer to note 6 Our approach to addressing the matter involved the following procedures, among others: As at December 31, 2023, the carrying amount of Evaluating the judgments made by management in the Company’s mineral property interests was determining the impairment indicators, which $2,969,410. included the following: At each reporting period, management assesses • Obtained, for a sample of claims by mineral property interests to determine whether reference to government registries, there are any indicators of impairment. If any such evidence to support (i) the right to explore indicators exist, the asset’s recoverable amount is the area and (ii) claim expiration dates. estimated. An impairment loss is recognized if the • Read the board of directors’ minutes and carrying amount of an asset exceeds its estimated resolutions and observed evidence recoverable amount.
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Obtained, for a sample of claims by reference to government registries, evidence to support (i) the right to explore the area and (ii) claim expiration dates.
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• Read the board of directors’ minutes and resolutions and observed evidence supporting the continued and planned exploration expenditures, which included evaluating results of the Company’s work programs.
Management assesses mineral property interests for impairment based on, at minimum, the presence of any of the following indicators:
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Assessed whether available data indicates the potential for commercially viable mineral resources.
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(i) the period for which the Company has the right to explore in the specific area has expired during the year or will expire in the near future, and is not expected to be renewed;
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(ii) substantive expenditure on further exploration for, and evaluation of, mineral resources in the specific area is neither budgeted nor planned;
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(iii) the Company has decided to discontinue exploration for and evaluation of mineral resources in the specific area; and/or
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(iv) for areas of likely development, available data indicates that the carrying amount exceeds the recoverable amount.
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Based on evidence obtained in other areas of the audit, considered whether other facts and circumstances suggest that the carrying amount may exceed the recoverable amount.
An impairment indicator was identified for the Company’s, Uptown Gold, Loner and Silver Range mineral property interests. The carrying amount exceeds the recoverable amount of the assets and for the year ended December 31, 2023, an impairment of $263,008 was recognized.
We considered this a key audit matter due to the significance of the mineral property interests and the judgments made by management in their assessment of impairment indicators related to the mineral property interests. These factors have resulted in a high degree of subjectivity in performing audit procedures, related to the judgment applied by management.
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Other Matter
The consolidated financial statements of the Company for the year ended December 31, 2022 were audited by another auditor who expressed an unmodified opinion on those consolidated financial statements on April 20, 2023.
Other Information
Management is responsible for the other information. The other information comprises the information included in the Management’s Discussion and Analysis filed with the relevant Canadian securities commissions.
Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit and remain alert for indications that the other information appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact in this auditor’s report. We have nothing to report in this regard.
Responsibilities of Management and Those Charged with Governance for the Consolidated financial statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS Accounting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and
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obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partner on the audit resulting in this independent auditor's report is Graeme L. Cocke.
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CHARTERED PROFESSIONAL ACCOUNTANTS
Vancouver, B.C. April 18, 2024
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Silver Range Resources Ltd. Consolidated Statements of Financial Position (Expressed in Canadian Dollars)
As at December 31, 2023 and December 31, 2022
| Silver Range Resources Ltd. Consolidated Statements of Financial Position (Expressed in Canadian Dollars) As at December 31, 2023 and December 31, 2022 |
|||
|---|---|---|---|
| December 31, | December 31, | ||
| 2023 | 2022 | ||
| Note | $ | $ | |
| Assets | |||
| Current assets | |||
| Cash and cash equivalents | 11 | 65,389 | 263,410 |
| Receivables and prepayments | 3 | 75,239 | 84,105 |
| Marketable securities-public companies | 4 | 216,300 | 289,040 |
| 356,928 | 636,555 | ||
| Non-current assets | |||
| Marketable securities - private companies | 4 | 6,497,666 | 6,497,666 |
| Mineral property interests | 6 | 2,969,410 | 2,940,548 |
| Equipment | 7 | - | 10,477 |
| 9,467,076 | 9,448,691 | ||
| Total assets | 9,824,004 | 10,085,246 | |
| Liabilities and shareholders' equity | |||
| Current liabilities | |||
| Accounts payable and accrued liabilities | 38,192 | 36,671 | |
| Accounts payable to related parties | 10 | 62,928 | 66,968 |
| Leaseliability | 7 | - | 15,837 |
| Total liabilities | 101,120 | 119,476 | |
| Shareholders' equity | |||
| Share capital | 8 | 39,380,558 | 38,709,306 |
| Subscriptions received | 8,15 | 10,000 | - |
| Reserves | 8 | 581,527 | 629,427 |
| Commitment to issue shares | 8 | 15,000 | 10,000 |
| Deficit | (30,264,201) | (29,382,963) | |
| Total shareholders' equity | 9,722,884 | 9,965,770 | |
| Total liabilities and shareholders' equity | 9,824,004 | 10,085,246 | |
| Nature of operations and going concern | 1 | ||
| Event after the reporting period | 15 |
Approved on behalf of the Board of Directors on April 18, 2024:
Director Director “Elizabeth Wallinger” “Bruce Youngman”
The accompanying notes are an integral part of these consolidated financial statements.
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Silver Range Resources Ltd.
Consolidated Statements of Changes in Shareholders’ Equity (Expressed in Canadian Dollars)
For the years ended December 31, 2023 and December 31, 2022
| Commitment | Total | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Number | Share | Subscriptions | to issue | shareholders' | |||||
| of shares | capital | received | Reserves | shares | Deficit | equity | |||
| # | $ | $ | $ | $ | $ | $ | |||
| January 1, 2022 | 84,708,923 | 38,074,151 | - | 599,532 | 17,719 | (28,547,799) | 10,143,603 | ||
| Share-based payments | - | - | - | 386,480 | - | - | 386,480 | ||
| Re-allocated on expiry of options | - | - | - | (356,585) | - | 356,585 | - | ||
| Private placement units issued | 4,000,000 | 600,000 | - | - | - | - | 600,000 | ||
| Share issue costs | - | (14,378) | - | - | - | - | (14,378) | ||
| Shares issued - services | 445,046 | 49,533 | - | - | (17,719) | - | 31,814 | ||
| Shares for services - commitment to issue | - | - | - | - | 10,000 | - | 10,000 | ||
| Loss and comprehensivelossfor the year | - | - | - | - | - | (1,191,749) | (1,191,749) | ||
| December 31, 2022 | 89,153,969 | 38,709,306 | - | 629,427 | 10,000 | (29,382,963) | 9,965,770 | ||
| January 1, 2023 | 89,153,969 | 38,709,306 | - | 629,427 | 10,000 | (29,382,963) | 9,965,770 | ||
| Share-based payments | - | - | - | 26,521 | - | - | 26,521 | ||
| Re-allocated on expiry of options | - | - | - | (106,104) | - | 106,104 | - | ||
| Private placement shares/units issued | 4,926,666 | 666,167 | - | 31,583 | - | - | 697,750 | ||
| Share issue costs | - | (24,915) | - | 100 | - | - | (24,815) | ||
| Shares issued - services | 385,206 | 30,000 | - | - | (10,000) | - | 20,000 | ||
| Shares for services - commitment to issue | - | - | - | - | 15,000 | - | 15,000 | ||
| Subscriptions received (note 15) | - | - | 10,000 | - | - | - | 10,000 | ||
| Loss and comprehensivelossfor the year | - | - | - | - | - | (987,342) | (987,342) | ||
| December 31, 2023 | 94,465,841 | 39,380,558 | 10,000 | 581,527 | 15,000 | (30,264,201) | 9,722,884 |
The accompanying notes are an integral part of these consolidated financial statements.
6
Silver Range Resources Ltd. Consolidated Statements of Loss and Comprehensive Loss (Expressed in Canadian Dollars)
For the years ended December 31, 2023 and December 31, 2022
| December 31, | December 31, | ||
|---|---|---|---|
| 2023 | 2022 | ||
| Note | $ | $ | |
| Expenses | |||
| Administrative | 8,294 | 16,337 | |
| Finance costs | 7 | 663 | 1,092 |
| Insurance | 33,349 | 32,958 | |
| Investor relations and shareholder information | 76,836 | 62,415 | |
| Management,administrative and corporate development fees | 10 | 217,454 | 166,422 |
| Office rent | 10 | 30,000 | 30,000 |
| Professional fees | 10 | 134,656 | 148,717 |
| Share-basedpayments | 8,10 | 26,521 | 386,480 |
| Transfer agent and filing fees | 13,306 | 13,375 | |
| Loss from operating expenses | (541,079) | (857,796) | |
| Interest income | 9,373 | 4,991 | |
| Foreign exchange loss | (8,944) | (6,869) | |
| Gain (loss) on marketable securities | 4 | (85,927) | 1,104,938 |
| Project generation costs | 10 | (146,158) | (102,572) |
| Gain on sale of mineral property interests | 6 | 28,022 | 60,572 |
| Mineral property impairments | 6 | (263,008) | (1,395,013) |
| Other income | 20,379 | - | |
| Loss and comprehensive loss for theyear | (987,342) | (1,191,749) | |
| Loss per share | |||
| Weighted average number of common shares outstanding | |||
| - basic # | 9 | 92,881,750 | 87,770,082 |
| - diluted # | 9 | 92,881,750 | 87,770,082 |
| Basic loss per share $ | 9 | (0.01) | (0.01) |
| Diluted lossper share$ | 9 | (0.01) | (0.01) |
The accompanying notes are an integral part of these consolidated financial statements.
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Silver Range Resources Ltd. Consolidated Statements of Cash Flows (Expressed in Canadian Dollars)
For the years ended December 31, 2023 and December 31, 2022
| Silver Range Resources Ltd. Consolidated Statements of Cash Flows (Expressed in Canadian Dollars) For theyears ended December 31, 2023 and December 31, 2022 |
|||
|---|---|---|---|
| December 31, | December 31, | ||
| 2023 | 2022 | ||
| Note | $ | $ | |
| Operating activities | |||
| Loss for theyear | (987,342) | (1,191,749) | |
| Adjustments for: | |||
| Finance costs | 663 | 1,092 | |
| Commitment to issue shares included in operatingexpenses | 8 | 14,675 | 4,760 |
| Shares issued for services | 17,589 | 20,541 | |
| Share-basedpayments | 26,521 | 386,480 | |
| (Gain)loss on marketable securities | 85,927 | (1,104,938) | |
| Write-offprepaid exploration expenditures toprojectgeneration costs | - | 6,885 | |
| Gain on sale of mineralpropertyinterests | (28,022) | (60,572) | |
| Mineralpropertyimpairments | 263,008 | 1,395,013 | |
| Interestincome | (9,373) | (4,991) | |
| Net changein non-cash working capital items | 11 | (43,690) | 9,193 |
| (660,044) | (538,286) | ||
| Financing activities | |||
| Issue of shares/units for cash | 697,750 | 600,000 | |
| Subscriptions received | 10,000 | - | |
| Share issue costs | (17,315) | (14,378) | |
| Lease payments | 7 | (18,000) | (13,500) |
| 672,435 | 572,122 | ||
| Investing activities | |||
| Interest received | 9,373 | 4,991 | |
| Redemption of reclamation deposits | 6(f) | - | 35,404 |
| Proceeds from sale of marketable securities | 4 | 14,835 | 25,295 |
| Mineralpropertyoptionproceeds | 6 | 117,300 | 95,373 |
| Mineralpropertyacquisition costs | 6 | (152,540) | (137,454) |
| Explorationand evaluationexpenditures | (199,380) | (238,056) | |
| (210,412) | (214,447) | ||
| Change in cash and cash equivalents | (198,021) | (180,611) | |
| Cash and cash equivalents, beginning of year | 263,410 | 444,021 | |
| Cash and cash equivalents, end ofyear | 65,389 | 263,410 | |
| Supplemental cash flow information | 11 |
The accompanying notes are an integral part of these consolidated financial statements.
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Silver Range Resources Ltd. Notes to the Consolidated Financial Statements (Expressed in Canadian Dollars)
For the years ended December 31, 2023 and December 31, 2022
1. Nature of operations and going concern
Silver Range Resources Ltd. (the “Company” or “Silver Range”) was incorporated on May 18, 2010, under the laws of the Province of British Columbia, Canada as a wholly owned subsidiary of Strategic Metals Ltd. (“Strategic”). In 2011, the Company and Strategic completed a Plan of Arrangement which reduced Strategic’s investment in the Company to less than 20%. The Company is registered extra-territorially to conduct operations in the Yukon Territory, Northwest Territories and Nunavut, Canada. The Company also has a wholly-owned US incorporated subsidiary, Manta Minerals Corporation, as detailed in note 5. The Company’s head office and principal place of business is located at 510 - 1100 Melville Street, Vancouver, BC, V6E 4A6. Its records office is located at 1710 - 1177 West Hastings Street, Vancouver, British Columbia, Canada, V6E 2L3. The Company’s common shares trade on the TSX Venture Exchange (“TSX-V”).
The Company’s main corporate strategy is to advance its mineral properties to a drill-ready stage and then option or sell them to other parties. Under option or sale agreements, the Company may receive cash and/or shares in the acquiring companies and may retain interests or royalty interests in the properties. Through this process, the Company is assembling a portfolio of direct and indirect mineral property interests and marketable securities, which will assist in generating cash flows to meet overheads and ongoing exploration programs. The Company has not yet determined whether its direct or indirect mineral property interests contain mineral reserves that are economically viable. The Company's continued operations, and the underlying value and recoverability of the amounts shown for mineral property interests and marketable securities, are entirely dependent upon the existence of economically recoverable mineral reserves of the Company and those in which it holds a mineral property or shareholder interest. The continued exploration of projects will depend on it receiving future cash flows from the disposition or option of its mineral property interests and sale of marketable securities, or from its ability to obtain financing.
These annual consolidated financial statements (the “financial statements”) are prepared on the basis that the Company will continue as a going concern, which assumes that the Company will be able to continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of operations. As an exploration stage company, the Company does not have traditional sources of revenue, and historically has relied on property option or sale proceeds and share capital financing to cover its operating expenses.
As at December 31, 2023, the Company had working capital of $255,808 (December 31, 2022 - $517,079), and shareholders’ equity of $9,722,884 (December 31, 2022 - $9,965,770).
Management estimates that additional funding will be required to continue current operations and further advance its existing mineral property interests in the upcoming year. If the Company is unable to raise additional private placement funds or obtain other sources of financing, management expects that the Company will need to curtail operations, seek additional capital on less favorable terms, and/or pursue other remedial measures, or cease operations. In making its assessment, management is aware that a material uncertainty exists related to conditions that may cast significant doubt upon the Company’s ability to continue as a going concern. If the going concern assumption were not appropriate for these financial statements, it could be necessary to remeasure the Company’s assets and liabilities on a liquidation basis, and such remeasurements could be material.
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Silver Range Resources Ltd. Notes to the Consolidated Financial Statements (Expressed in Canadian Dollars)
For the years ended December 31, 2023 and December 31, 2022
2. Material accounting policies
(a) Basis of presentation
These financial statements have been prepared in accordance with IFRS Accounting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”) and interpretations of the IFRS Interpretations Committee (“IFRIC”).
These financial statements have been prepared on an historical cost basis, except for certain financial instruments which are measured at fair value. In addition, these financial statements have been prepared using the accrual basis of accounting, except for cash flow information.
All amounts on these financial statements are presented in Canadian dollars which is the functional currency of the Company and its wholly owned subsidiary.
- (b) Principles of consolidation
These financial statements include the financial statements of the Company and its wholly-owned subsidiary (note 5).
Subsidiaries are entities controlled by the Company and are included in the financial statements from the date that control commences until the date that control ceases. The Company controls an investee when it is exposed, or has the rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. The accounting policies of investees are changed where necessary to align them with the policies adopted by the Company.
Inter-company balances and transactions, and any unrealized income and expenses arising from inter-company transactions, are eliminated in preparing the financial statements. Unrealized gains arising from transactions with equity accounted investees are eliminated against the investment, to the extent of the Company’s interest in the investee. Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no evidence of impairment.
(c) Financial instruments
The Company classifies its financial instruments in the following categories: as fair value through profit or loss (“FVTPL”), financial assets at amortized cost, or as fair value through other comprehensive income (“FVTOCI”). The classification depends on the purpose for which the financial assets or liabilities were acquired or incurred. Management determines the classification of financial assets and liabilities at initial recognition.
Recognition
The Company recognizes financial assets and financial liabilities on the date the Company becomes a party to the contractual provisions of the instruments. At initial recognition, the Company measures a financial instrument at its fair value with adjustments for, in the case of a financial instrument not at FVTPL, transaction costs that are directly attributable to the acquisition or assumption of the financial instrument. Transaction costs of financial instruments carried at FVTPL are expensed in profit or loss.
Financial assets are derecognized either when the Company has transferred substantially all the risks and rewards of ownership of the financial asset, or when cash flows expire. A write-off of a financial asset (or a portion thereof) constitutes a derecognition event. Write-off occurs when the Company has no reasonable expectations of recovering the contractual cash flows on a financial asset. A financial liability is derecognized when the contractual obligation under the liability is discharged, cancelled or expires or its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.
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Silver Range Resources Ltd.
Notes to the Consolidated Financial Statements (Expressed in Canadian Dollars)
For the years ended December 31, 2023 and December 31, 2022
2. Material accounting policies
- (c) Financial instruments (continued)
Classification
The Company classifies its financial assets and financial liabilities using the following measurement categories:
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(a) Those to be measured subsequently at fair value (either through other comprehensive income (loss) or through profit or loss); and
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(b) Those to be measured at amortized cost.
The classification of financial assets depends on the business model for managing the financial assets and the contractual terms of the instrument. Financial liabilities are classified as those to be measured at amortized cost unless they are designated as those to be measured subsequently at FVTPL (an irrevocable election at the time of recognition).
The Company reclassifies financial assets when and only when its business model for managing those assets changes. Financial liabilities are not reclassified.
The Company’s marketable securities are classified as FVTPL. Marketable securities held in companies traded in a public market are classified as current assets at fair value. Marketable securities held in companies not traded in a public market are classified as non-current assets as they are not expected to be sold within the next 12 months and are measured at fair value. If insufficient information is available to measure fair value, or if there is a wide range of possible fair value measurements and cost represents the best estimate of fair value within that range, the Company measures marketable securities of companies not traded in a public market at cost. After the date of initial recognition, the Company uses all available information about the performance and operations of an investee, and to the extent that any factors exist to indicate that cost might not be representative of fair value, the Company measures fair value.
When marketable securities of companies not traded in a public market are received as sale or option proceeds for mineral property interests, cost is determined by reference to factors specific to those investees at or near the time of the receipt of proceeds, such as but not limited to (i) quantities of common shares issued, (ii) cash subscription price, (iii) any third-party transaction price in a transfer of those companies’ common shares, and (iv) the net asset value of the investee which includes the fair value of any claims under option or sale.
Cash and cash equivalents, and marketable securities are classified as FVTPL and are subsequently measured and accounted for at fair value. Accrued receivables are classified as amortized cost and are accounted for using the effective interest method as these financial assets are held within a business model whose objective is to collect the contractual cash flows, and that have contractual cash flows that are solely payments of principal and interest on the principal outstanding.
Derivative financial assets
Warrants are classified as derivative financial assets and are recorded at FVTPL. Warrants without an active market that are received as attachments to common share units are initially recorded at nominal amounts. At the time of purchase the total unit cost is allocated in full to each common share. Subsequent fair value is determined at each reporting date using the Black-Scholes option pricing model. If the Black-Scholes option pricing model input variables are not reliable, fair value is determined using the intrinsic value, which is equal to the higher of the market value of the underlying security, less the exercise price of the warrant, or zero.
Financial liabilities
The Company has the following financial liabilities: accounts payable and accrued liabilities, and accounts payable to related parties. Such financial liabilities are recognized initially at fair value less any directly attributable transaction costs. Subsequent to initial recognition these financial liabilities are measured at amortized cost using the effective interest method. The effective interest rate is the rate that discounts estimated future cash flows over the expected life of the financial instrument, or where appropriate, a shorter period. Interest expense is recognized in profit or loss.
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Silver Range Resources Ltd. Notes to the Consolidated Financial Statements (Expressed in Canadian Dollars)
For the years ended December 31, 2023 and December 31, 2022
2. Material accounting policies (continued)
(d) Mineral property interests
The acquisition costs of mineral property interests and any subsequent exploration and evaluation costs are capitalized until the property to which they relate is placed into production, sold, allowed to lapse or abandoned. Exploration and evaluation costs incurred prior to obtaining ownership, or the right to explore a property, are expensed as incurred as project generation costs. Mineral property interests that have close proximity and have the possibility of being developed as a single mine are grouped as projects and are considered separate cash generating units (“CGU”) for the purpose of determining future mineral reserves and impairments.
The acquisition costs include the cash consideration paid and the fair value of any shares issued for mineral property interests being acquired or optioned pursuant to the terms of relevant agreements.
Proceeds received from a partial sale or option of any interest in a property are credited against the carrying value of the property. When the proceeds exceed the carrying costs, the excess is recorded in profit or loss in the year the excess is received. When all of the interest in a property is sold, subject only to any retained royalty interests which may exist, the accumulated property costs are written-off, with any gain or loss included in profit or loss in the year the transaction takes place.
Management reviews its mineral property interests at each reporting period for signs of impairment and annually after each exploration season taking into consideration current year exploration results, or the expectations for the disposition or option of the property. If a property is abandoned or inactive for a prolonged period, or considered to have no future economic potential, the acquisition and exploration and evaluation costs are written-off to profit or loss.
Once an economically viable resource has been determined for an area and the decision to proceed with development has been approved, mineral property interests attributable to that area are first tested for impairment and then reclassified to property and equipment. Subsequent recovery of the resulting carrying value depends on successful development or sale of the undeveloped project. Should a project be put into production, the costs of acquisition, exploration and evaluation will be amortized over the life of the project based on proven and probable reserves. If the carrying value of a project exceeds the higher of its fair value less costs of disposal and value in use, an impairment provision is recorded.
When the Company has complied with the conditions attached to a government grant, and has assurance that the grant will be received, the government grant is recorded as a reduction of the carrying amount of the mineral property interest. The Company records refundable mineral exploration tax credits on an accrual basis and as a reduction of the carrying value of the mineral property interest. When the Company is entitled to non-refundable exploration tax credits, and it is probable that they can be used to reduce future taxable income, a deferred tax benefit is recognized.
(e) Joint operations
A joint arrangement is an arrangement of which two or more parties have joint control. The Company determines the type of joint arrangement in which it is involved as either a joint operation or a joint venture and this depends on the rights and obligations of the parties to the joint arrangement. A joint operation is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the assets, and obligations for the liabilities, relating to the arrangement on a proportionate basis. Those parties are called joint operators. Joint control is the contractually agreed sharing of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control. None of the parties that have joint control of the arrangement have rights to the net assets of the arrangement. The Company accounts for joint operations by recognizing its rights to assets and obligations for liabilities, its rights to corresponding revenues and obligations for corresponding expenses, and its share of any jointly held rights or jointly obligated liabilities together with their corresponding revenues and expenses.
12
Silver Range Resources Ltd. Notes to the Consolidated Financial Statements (Expressed in Canadian Dollars)
For the years ended December 31, 2023 and December 31, 2022
2. Material accounting policies (continued)
(f) Equipment
Equipment is measured at cost less accumulated depreciation and impairment losses. Equipment not available for use is not subject to depreciation. Depreciation on the Company’s equipment, being a right-of-use asset is recognized on a straight-line basis over the term of the lease (note 7).
An asset’s residual value, useful life and depreciation method is reviewed at each reporting period and adjusted if appropriate. When parts of an item of equipment have different useful lives, they are accounted for as separate items (major components) of equipment.
Subsequent costs that meet the asset recognition criteria are capitalized, while repair and maintenance costs are recognized as an expense during the period. Gains and losses on disposal of an item are determined by comparing the proceeds from disposal with the carrying amount of the item and recognized in profit or loss.
(g) Impairment
Financial assets
The Company assesses all information available, including on a forward-looking basis, the expected credit losses associated with its assets carried at amortized cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. To assess whether there is a significant increase in credit risk, the Company compares the risk of a default occurring on the asset as the reporting date, with the risk of default as at the date of initial recognition, based on all information available, and reasonable and supportive forwardlooking information.
Non-financial assets
Non-financial assets are reviewed quarterly by management for indicators that carrying value is impaired and may not be recoverable. When indicators of impairment are present the recoverable amount of an asset is evaluated at the CGU level, which is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. The recoverable amount of a CGU is the greater of the CGU’s fair value less costs of disposal and its value in use. An impairment loss is recognized in profit or loss to the extent that the carrying amount exceeds the recoverable amount. The Company’s mineral property interest impairment policy is more specifically discussed in note 2(d) above.
(h) Share capital
Common shares are classified as equity. Transaction costs directly attributable to the issue of common shares are recognized as a deduction from equity, net of any tax effects. Common shares issued for consideration other than cash, are measured based on their fair value at the date the shares are issued.
The Company applies the residual value method with respect to the measurement of shares and warrants issued as private placement units. The residual value method first allocates value to the more reliably measurable component based on fair value and then the residual value, if any, to the less reliably measurable component. The Company considers the fair value of common shares issued in a unit private placement to be the more reliably measurable component. The balance, if any, is allocated to the attached warrants. Any value attributed to the warrants is recorded as reserves.
As an incentive to complete private placements, the Company may issue units which include common shares and common share purchase warrants. Warrants issued on a standalone basis are valued using the Black-Scholes option pricing model. When warrants are exercised the consideration received is recorded as share capital and the related fair value originally recorded as reserves is transferred to share capital. When a warrant is cancelled or expires, the initial recorded value is reversed from reserves and credited to share capital or deficit, depending on the accounting on issuance. Finders’ warrants may be issued as a private placement share issue cost and are valued using the Black-Scholes option pricing model.
Reserves is comprised of the accumulated fair value of stock options recognized as share-based payments, the value of previously forfeited common shares, the fair value of finders’ warrants issued on private placements, and the residual value of warrants attached to private placement units, if any. Reserves is increased by the fair value of these items on vesting and/or issuance and is reduced by corresponding amounts when the options or warrants expire or are exercised or cancelled.
13
Silver Range Resources Ltd. Notes to the Consolidated Financial Statements (Expressed in Canadian Dollars)
For the years ended December 31, 2023 and December 31, 2022
2. Material accounting policies (continued)
(i) Share-based payment transactions
The Company has a stock option plan that provides for the granting of options to Officers, Directors, and consultants to acquire shares of the Company. The fair value of the options is measured on grant date and is recognized as an expense with a corresponding increase in reserves as the options vest.
Options granted to employees and others providing similar services are measured at grant date at the fair value of the instruments issued. Fair value is determined using the Black-Scholes option pricing model considering the terms and conditions upon which the stock options were granted. The amount recognized as an expense is adjusted to reflect the actual number of stock options that are expected to vest. Each tranche in an award with graded vesting is considered a separate grant with a different vesting date and fair value, and measured accordingly.
Options granted to non-employees are measured at the fair value of the goods or services received, unless that fair value cannot be estimated reliably, in which case the fair value of the equity instruments issued is used. The value of the goods or services is recorded at the date the Company obtains the goods or the counterparty renders the service.
Over the vesting period, share-based payments are recorded as an expense and as reserves. When options are exercised the consideration received is recorded as share capital and the related share-based payments originally recorded as reserves are transferred to share capital. When an option is cancelled or expires, the initial recorded value is reclassified from reserves and credited to deficit.
(j) Environmental rehabilitation
An obligation to incur restoration, rehabilitation and environmental costs arises when environmental disturbance is caused by the exploration, development, or ongoing production of a mineral property interest. The estimated costs arising from the decommissioning of plant and other site preparation work, discounted to their net present value, are determined, and capitalized at the start of each project to the carrying amount of the asset as soon as the obligation to incur such costs arises. Discount rates, using a pre-tax rate that reflects the time value of money, are used to calculate the net present value. These costs are charged against profit or loss over the economic life of the related asset, through amortization using the unit-of-production or the straight-line method. The related liability is adjusted at each reporting date for accretion, for changes to the current market-based discount rate, and for changes to the amount or timing of the underlying cash flows needed to settle the obligation. Costs for restoration of subsequent site damage which is created on an ongoing basis during production are provided for at their net present values and charged against profit or loss as extraction progresses.
The Company has no known restoration, rehabilitation, or environmental costs, of any significance, related to its mineral property interests.
(k) Foreign currency translation
The presentation and functional currency of the Company is the Canadian dollar. Transactions in currencies other than the Canadian dollar are recorded at the rates of exchange prevailing on the dates of transactions. At the end of each reporting period, monetary assets and liabilities that are denominated in foreign currencies are translated at the rates prevailing at that date. Non-monetary items that are measured in terms of historical cost in a foreign currency are not re-translated.
14
Silver Range Resources Ltd. Notes to the Consolidated Financial Statements (Expressed in Canadian Dollars)
For the years ended December 31, 2023 and December 31, 2022
2. Material accounting policies (continued)
(l) Income taxes
Income tax expense is comprised of current and deferred taxes. Current income tax and deferred tax are recognized in profit or loss, except to the extent that they relate to items recognized directly in equity.
Current income tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.
Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current income tax liabilities and assets, and they relate to income taxes levied by the same tax authority for the same taxable entity. A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable income will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related income tax benefit will be realized.
(m) Earnings (loss) per share
The Company presents basic and diluted earnings (loss) per share (“EPS”) data for its common shares. Basic EPS is calculated by dividing the profit or loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the year, adjusted for own shares held. Diluted EPS is determined by dividing the profit attributable to common shareholders by the weighted average number of common shares outstanding, adjusted for own shares held and for the effects of all potential dilutive common shares related to outstanding stock options and warrants issued by the Company for the years presented, except if their inclusion proves to be anti-dilutive. Diluted loss per share is equivalent to basic loss per share, as the potential dilutive instruments would be anti-dilutive.
(n) Use of estimates and critical judgments
The preparation of financial statements requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of income and expenses during the year. Actual results could differ from those estimates and judgments. Those areas requiring the use of management estimates and judgments include:
Estimates
-
(i) Option or sale agreements, under which the Company may receive shares as payment, require the Company to determine the fair value of the shares received. Many factors can enter into this determination, including, for shares traded in a public market, the number of shares received and their trading price and volume, and for unquoted shares, the net asset value of the investee, which includes the fair value of any claims under option or sale. This determination is subjective and changes in the assumptions underlying the estimate could have a material impact on the financial statements.
-
(ii) The determination of the fair value of stock options or warrants using stock pricing models requires the input of highly subjective assumptions, including expected price volatility and forfeiture rates. Changes in assumptions could materially affect the fair value estimate and the resulting amounts recognized for sharebased payments.
15
Silver Range Resources Ltd. Notes to the Consolidated Financial Statements (Expressed in Canadian Dollars)
For the years ended December 31, 2023 and December 31, 2022
2. Material accounting policies (continued)
- (n) Use of estimates and critical judgments (continued)
Judgments
-
(i) The carrying amount of mineral property interests is the aggregate of the historical costs incurred less any impairments recognized and is not representative of a valuation or any other measurement. It is reasonably possible, based on existing knowledge, that a change in future conditions could result in material differences between the recorded costs and the present or future values of the properties. Management is required, at each reporting date, to review its mineral property interests for signs of impairment. This is a highly subjective process taking into consideration exploration and evaluation results, metal prices, economics, financing prospects, and sale or option prospects. Management makes these judgments based on information available, but there is no certainty that a property is or is not impaired. Although the Company has taken steps to verify title to mineral properties in which it has an interest, these procedures do not guarantee the Company’s title. Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects.
-
(ii) The determination of deferred tax assets or liabilities requires subjective assumptions regarding future income tax rates and the likelihood of utilizing tax carry-forwards. Changes in these assumptions could materially affect the recorded amounts within the next fiscal year.
(o) New accounting policies
Certain pronouncements have been issued by the IASB or IFRIC that are effective for accounting periods beginning on or after January 1, 2023.
-
i. Disclosure of accounting policy information (amendments to IAS 1); and
-
ii. Definition of accounting estimates (amendments to IAS 8).
With the exception of changing the Company’s note heading for the accounting policies from “significant” to “material”, the Company has reviewed all other updates and determined that these updates are not applicable to or consequential to the Company and have no impact on the material accounting policies.
(p) Standards issued but not yet effective
Certain pronouncements have been issued by the IASB or IFRIC that are effective for accounting periods beginning on or after January 1, 2024. The Company has reviewed these pronouncements and determined that none are applicable or consequential to the Company and are expected to have no impact on the material accounting policies.
3. Receivables and prepayments
Receivables and prepayments consist of the following:
| Receivables and prepayments consist of the following: | ||
|---|---|---|
| December 31, | December 31, | |
| 2023 | 2022 | |
| $ | $ | |
| Advanced royalty payments (note 6) | 20,000 | 41,647 |
| Sales tax recoverable | 5,704 | 6,109 |
| Prepaid expenses | 49,535 | 36,349 |
| 75,239 | 84,105 |
16
Silver Range Resources Ltd. Notes to the Consolidated Financial Statements (Expressed in Canadian Dollars)
For the years ended December 31, 2023 and December 31, 2022
4. Marketable securities
The Company holds share positions in other resource companies (public and private) which were obtained under mineral property option agreements or by participation in private placements. The valuation of the shares classified as current has been determined in whole by reference to the bid price of the shares on the TSX-V or the Canadian Securities Exchange, as applicable, at each reporting date. The valuation of the shares classified as non-current has been determined using Level 2 fair value inputs in applying the market technique as further described in note 12.
Warrants have been received as attachments to private placement units and do not trade in an active market.
A summary of the marketable security transactions for the years ended December 31, 2023 and December 31, 2022, is as follows:
| is as follows: | ||||||
|---|---|---|---|---|---|---|
| Common | shares | Common shares | Total | |||
| public companies | Warrants | private companies | Total | gain (loss) | ||
| $ | $ | $ | $ | $ | ||
| Cost | ||||||
| January 1, 2022 | 682,428 | - | 3,286,556 | 3,968,984 | ||
| Proceeds on disposal | (25,295) | - | - | (25,295) | ||
| Realizedloss | (35,312) | - | - | (35,312) | (35,312) | |
| December 31,2022 | 621,821 | - | 3,286,556 | 3,908,377 | ||
| Fair value | ||||||
| January 1, 2022 | 606,800 | 15,097 | 5,085,166 | 5,707,063 | ||
| Cost of disposals | (60,607) | - | - | (60,607) | ||
| Unrealized gain(loss) | (257,793) | (14,457) | 1,412,500 | 1,140,250 | 1,140,250 | |
| December 31,2022 | 288,400 | 640 | 6,497,666 | 6,786,706 | ||
| Total gain | 1,104,938 | |||||
| Marketable securities - public companies | 289,040 | |||||
| Marketable securities-private companies | 6,497,666 | |||||
| 6,786,706 | ||||||
| Cost | ||||||
| January 1, 2023 | 621,821 | - | 3,286,556 | 3,908,377 | ||
| Proceeds on disposal | (14,835) | - | - | (14,835) | ||
| Realizedloss | (13,187) | - | - | (13,187) | (13,187) | |
| December 31, 2023 | 593,799 | - | 3,286,556 | 3,880,355 | ||
| Fair value | ||||||
| January 1, 2023 | 288,400 | 640 | 6,497,666 | 6,786,706 | ||
| Additions | 28,022 | - | - | 28,022 | ||
| Unrealizedloss | (72,100) | (640) | - | (72,740) | (72,740) | |
| December 31, 2023 | 216,300 | - | 6,497,666 | 6,713,966 | ||
| Total loss | (85,927) | |||||
| Marketable securities - public companies | 216,300 | |||||
| **Marketable securities -private companies (note ** | 6(a)(ii)(iii)) | 6,497,666 | ||||
| 6,713,966 |
17
Silver Range Resources Ltd. Notes to the Consolidated Financial Statements (Expressed in Canadian Dollars)
For the years ended December 31, 2023 and December 31, 2022
5. Subsidiary information
In 2016, the Company completed the purchase of various mineral properties located in the Northwest Territories and Nunavut, Canada, and in Nevada, USA, from Panarc Resources Ltd. (“Panarc”) for consideration comprising common shares of the Company valued at $2,050,000. Also purchased from Panarc in 2016 was a 100% interest in the shares of Manta Minerals Corporation (“Manta”), a company incorporated in the State of Nevada, USA. A nominal amount of $1 was allocated to the share purchase. Other than to hold title to the Nevada minerals claims, Manta has no assets or liabilities, and has had no transactions since being acquired by Silver Range.
6. Mineral property interests
The Company’s mineral property interests include various mineral properties located in the Yukon Territory, Northwest Territories, and Nunavut in Canada and in Nevada and Arizona, USA.
| Northwest | |||||||
|---|---|---|---|---|---|---|---|
| Yukon | Territories | Nunavut | Nevada | Arizona | Total | ||
| $ | $ | $ | $ | $ | $ | ||
| January 1, 2022 | 653,236 | 262,551 | 1,861,590 | 1,211,217 | - | 3,988,594 | |
| Acquisitions/staking/assessments | - | - | - | 137,454 | - | 137,454 | |
| Exploration and evaluation | 17,781 | 134 | - | 242,936 | - | 260,851 | |
| Impairments | (671,014) | (110,869) | (606,684) | (6,746) | - | (1,395,313) | |
| Option and sale proceeds (1) | - | (20,000) | (22,637) | (69,273) | - | (111,910) | |
| Gainonsale of mineralproperty | - | 20,000 | - | 40,572 | - | 60,572 | |
| December 31,2022 | 3 | 151,816 | 1,232,269 | 1,556,160 | - | 2,940,248 | |
| January 1, 2023 | 3 | 151,816 | 1,232,569 | 1,556,160 | - | 2,940,548 | |
| Acquisitions/staking/assessments | - | 3,273 | - | 141,407 | 7,860 | 152,540 | |
| Exploration and evaluation | 107,354 | - | - | 93,216 | 14,413 | 214,983 | |
| Impairments | (107,354) | (155,086) | - | (568) | - | (263,008) | |
| Option and sale proceeds (2) | - | (28,022) | - | (75,653) | - | (103,675) | |
| Gainonoptionorsale of mineralproperties | - | 28,022 | - | - | - | 28,022 | |
| December 31, 2023 | 3 | 3 | 1,232,569 | 1,714,562 | 22,273 | 2,969,410 |
(1) Option and sale proceeds during year ended December 31, 2022, of $111,910 includes $70,263 in cash proceeds received with $41,647 receivable as at December 31, 2022. Cash flows from mineral property option proceeds of $95,373 includes the abovementioned $70,263, and $25,110 received during the year ended December 31, 2022 which was receivable as at December 31, 2021.
(2) Option and sale proceeds of $103,675 includes $75,653 in cash proceeds, plus $8,022 in common shares (marketable securities) received during the year ended December 31, 2023, and $20,000 receivable as at December 31, 2023.
18
Silver Range Resources Ltd.
Notes to the Consolidated Financial Statements (Expressed in Canadian Dollars)
For the years ended December 31, 2023 and December 31, 2022
6. Mineral property interests (continued)
Changes in the project carrying amounts for the year ended December 31, 2022 are summarized as follows:
| Mineral property interests(continued) Changes in the project carrying amounts for the year ended December 31, 2022 are summarized as follows: |
|
|---|---|
| Acquisitions/ Exploration Beginning staking / and Option and Gain on option Ending balance assessments evaluation Impairments sale proceeds or sale balance $ $ $ $ $ $ $ |
|
| Yukon Projects | |
| (1) | Barb 36,003 - - (36,002) - - 1 Mel 617,233 - - (617,232) - - 1 Silver Range - - 17,781 (17,780) - - 1 |
| Total 653,236 - 17,781 (671,014) - - 3 |
|
| Northwest Territories Projects Cabin Lake - - - - (20,000) 20,000 - Hare 36,947 - - (36,946) - - 1 Itchen 43,101 - - (43,101) - - - Sparta 30,823 - - (30,822) - - 1 Uptown Gold 151,680 - 134 - - - 151,814 |
|
| Total 262,551 - 134 (110,869) (20,000) 20,000 151,816 |
|
| Nunavut Projects Atlantis 26,058 - - (26,057) - - 1 Hard Cash 193,022 - - (193,021) - - 1 Nigel 21,171 - - (21,171) - - - Noomut 8,636 - - (8,635) - - 1 Quartzite 46,059 - - (46,058) - - 1 South Kitikmeot 1,255,200 - - - (22,637) - 1,232,563 Tree River 128,352 - - (128,351) - - 1 Yandle 183,092 - - (183,091) - - 1 |
|
| Total 1,861,590 - - (606,384) (22,637) - 1,232,569 |
|
| Nevada Projects Alimony 5,148 1,598 - (6,746) - - - Bankroll - - 1,955 - - - 1,955 Bellehelen 159,946 27,090 71,863 - (10,000) - 248,899 Black Star 10,256 948 26 - - - 11,230 Bottom Dollar 31,509 1,408 45 - - - 32,962 Chestnut 8,281 944 17 - - - 9,242 Cold Springs 205 - - - - 205 East Gold Point - - - - (40,572) 40,572 - East Goldfield 14,840 26,621 14,955 - - - 56,416 Enigma 169,235 6,582 55,655 - - - 231,472 Gold Chief 177,556 5,584 262 - - - 183,402 Hannapah 3,485 3,245 6,302 - - - 13,032 Ingot - 2,480 4,883 - - - 7,363 Krug 18,671 1,871 53 - - - 20,595 Legal Tender 28,733 - 16 - (13,058) - 15,691 Loner 15,816 3,731 51 - - - 19,598 Lucky Boy 35,243 2,107 36 - - - 37,386 Mount Tobin 568 - - - - - 568 Opulent 9,052 948 25 - - - 10,025 Rand 24,252 2,114 148 - - - 26,514 Robot 26,663 2,339 39 - - - 29,041 Sand Springs 3,986 3,944 18,209 - - - 26,139 Skylight 103,725 3,727 23 - (5,643) - 101,832 Sniper 26,237 944 22 - - - 27,203 Silver Mountain 9,047 4,818 436 - - - 14,301 Steptoe 146,755 15,003 32,821 - - - 194,579 Tom 2,100 - - - - - 2,100 Tonto Del Pueblo 4,902 944 142 - - - 5,988 Tule Canyon 175,006 18,464 34,952 - - - 228,422 |
|
| Total 1,211,217 137,454 242,936 (6,746) (69,273) 40,572 1,556,160 |
|
| Total Projects 3,988,594 137,454 260,851 (1,395,013) (111,910) 60,572 2,940,548 |
(1) Includes depreciation on equipment of $17,781 (note 7).
19
Silver Range Resources Ltd. Notes to the Consolidated Financial Statements (Expressed in Canadian Dollars)
For the years ended December 31, 2023 and December 31, 2022
6. Mineral property interests (continued)
Exploration and evaluation expenditures on the projects consisted of the following:
| Northwest | ||||
|---|---|---|---|---|
| Yukon | Territories | Nevada | Total | |
| Year ended December 31, 2022 | $ | $ | $ | $ |
| Assays | - | - | 68,112 | 68,112 |
| Depreciation (note 7) | 17,781 | - | - | 17,781 |
| Field | - | 134 | 26,043 | 26,177 |
| Labour | - | - | 25,117 | 25,117 |
| Survey and consulting (note 10) | - | - | 110,596 | 110,596 |
| Travel and accommodation | - | - | 13,068 | 13,068 |
| Total | 17,781 | 134 | 242,936 | 260,851 |
20
Silver Range Resources Ltd.
Notes to the Consolidated Financial Statements (Expressed in Canadian Dollars)
For the years ended December 31, 2023 and December 31, 2022
6. Mineral property interests (continued)
Changes in the project carrying amounts for the year ended December 31, 2023 are summarized as follows:
| Changes in the project carrying amounts for the year ended December 31, 2023 are summarized as follows: | |
|---|---|
| Acquisitions/ Exploration Beginning staking / and Option Gain on Ending balance assessments evaluation Impairments proceeds Sale balance $ $ $ $ $ $ $ |
|
| Yukon Projects | |
| (1) | Barb 1 - - - - - 1 Mel 1 - - - - - 1 Silver Range 1 - 107,354 (107,354) - - 1 |
| Total 3 - 107,354 (107,354) - - 3 |
|
| Northwest Territories Projects Cabin Lake - - - - (28,022) 28,022 - Hare 1 - - - - - 1 Sparta 1 - - - - - 1 Uptown Gold 151,814 3,273 - (155,086) - - 1 |
|
| Total 151,816 3,273 - (155,086) (28,022) 28,022 3 |
|
| Nunavut Projects Atlantis 1 - - - - - 1 Hard Cash 1 - - - - - 1 Noomut 1 - - - - - 1 Quartzite 1 - - - - - 1 South Kitikmeot 1,232,563 - - - - - 1,232,563 Tree River 1 - - - - - 1 Yandle 1 - - - - - 1 |
|
| Total 1,232,569 - - - - - 1,232,569 |
|
| Nevada Projects Bankroll 1,955 928 125 - - - 3,008 Bellehelen 248,899 26,825 15,795 - (28,635) - 262,884 Black Star 11,230 928 18 - - - 12,176 Bottom Dollar 32,962 1,392 18 - - - 34,372 Chestnut 9,242 928 18 - - - 10,188 Cold Springs 205 - - - - - 205 East Gold Point - 2,275 238 - - - 2,513 East Goldfield 56,416 25,332 1,875 - (26,480) - 57,143 Enigma 231,472 6,500 10,428 - - - 248,400 Gold Chief 183,402 5,489 90 - - - 188,981 Hannapah 13,032 2,980 36 - - - 16,048 Ingot 7,363 928 18 - - - 8,309 Krug 20,595 1,856 18 - - - 22,469 Legal Tender 15,691 - - - - - 15,691 Loner 20,166 3,669 56 (568) - - 23,323 Lucky Boy 37,386 2,072 56 - - - 39,514 Opulent 10,025 928 18 - - - 10,971 Rand 26,514 2,192 18 - - - 28,724 Robot 29,041 2,300 56 - - - 31,397 Sand Springs 26,139 12,078 296 - - - 38,513 Shamrock - 5,565 7,637 - - - 13,202 Skylight 101,832 3,665 517 - (5,974) - 100,040 Sniper 27,203 928 829 - - - 28,960 Silver Mountain 14,301 1,844 56 - - - 16,201 Steptoe 194,579 6,630 1,248 - - - 202,457 Tom 2,100 - - - - - 2,100 Tonto Del Pueblo 5,988 7,739 42,080 - - - 55,807 Tule Canyon 228,422 13,726 9,950 - (14,564) - 237,534 Weepah South - 1,710 1,722 - - 3,432 |
|
| Total 1,556,160 141,407 93,216 (568) (75,653) - 1,714,562 |
|
| Arizona Projects Chloride - 5,171 7,737 - - - 12,908 Crosby - 2,689 6,676 - - - 9,365 |
|
| Total - 7,860 14,413 - - - 22,273 |
|
| Total Projects 2,940,548 152,540 214,983 (263,008) (103,675) 28,022 2,969,410 |
(1) Includes depreciation on equipment of $10,477 (note 7).
21
Silver Range Resources Ltd. Notes to the Consolidated Financial Statements (Expressed in Canadian Dollars)
For the years ended December 31, 2023 and December 31, 2022
6. Mineral property interests (continued)
Exploration and evaluation expenditures on the projects consisted of the following:
| Yukon | Nevada | Arizona | Total | |
|---|---|---|---|---|
| Year ended December31, 2023 | $ | $ | $ | $ |
| Assays | 640 | 26,326 | 5,834 | 32,800 |
| Depreciation (note 7) | 10,477 | - | - | 10,477 |
| Field | 11,928 | 8,130 | 521 | 20,579 |
| Helicopter and fixed wing | 34,293 | - | - | 34,293 |
| Labour | 46,820 | 20,105 | 6,241 | 73,166 |
| Survey and consulting (note 10) | - | 34,399 | 892 | 35,291 |
| Traveland accommodation | 3,196 | 4,256 | 925 | 8,377 |
| Total | 107,354 | 93,216 | 14,413 | 214,983 |
The cumulative acquisition, exploration and evaluation costs incurred on the projects for all years and the current carrying values are as follows:
carrying values are as follows: |
|||
|---|---|---|---|
| Cumulative | Proceeds / Impairments / | Carrying | |
| costs, net | Gain on Option or Sale | value | |
| As at December 31, 2023 | $ | $ | $ |
| Yukon | 28,744,698 | (28,744,695) | 3 |
| Northwest Territories | 1,122,225 | (1,122,222) | 3 |
| Nunavut | 2,531,069 | (1,298,500) | 1,232,569 |
| Nevada | 2,217,843 | (503,281) | 1,714,562 |
| Arizona | 22,273 | - | 22,273 |
| Total | 34,638,108 | (31,668,698) | 2,969,410 |
Option proceeds received on the projects for the years ended December 31, 2023 and December 31, 2022 consisted of the following:
of the following: |
||
|---|---|---|
| December 31, | December 31, | |
| 2023 | 2022 | |
| $ | $ | |
| Northwest Territories Projects | 28,022 | 20,000 |
| Nunavut Projects | - | 22,637 |
| Nevada projects | 75,653 | 69,273 |
| 103,675 | 111,910 |
Certain of the Company’s mineral property interests are subject to option out or sale agreements, earn-in or purchase agreements or net smelter return royalties (“NSR”), as detailed below.
(a) Yukon projects
(i) Mel and Barb projects
The Mel and Barb projects were purchased in 2014 for $220,000. The claims are located in the Watson Lake Mining District, Yukon Territory. During the year ended December 31, 2022, the Company wrote-down the carrying value of the Mel and Barb projects to $1 each as a result of the Company having no current or future budgeted exploration programs in place for this project. This resulted in a mineral property impairment charge of $653,234.
22
Silver Range Resources Ltd. Notes to the Consolidated Financial Statements (Expressed in Canadian Dollars)
For the years ended December 31, 2023 and December 31, 2022
6. Mineral property interests (continued)
- (a) Yukon projects (continued)
(ii) Michelle project
The Michelle property was acquired in 2015 in exchange for cash and the Company’s Mint property. The Michelle property is located in the Dawson and Mayo Mining Districts, Yukon Territory. Under a prior option agreement, the Company received a cash payment of $10,000.
In 2021, the Company signed an Asset Purchase Agreement with Silver47 Exploration Corp. (“Silver47”) a private British Columbia company, to sell Silver47 a 100% interest in the Company’s Michelle project. Under terms of the Agreement, Silver47 issued the Company 19.9% of its common shares in 2021 (received, 5,650,000 common shares at a fair value of $2,825,000 ($0.50 each)). Additionally, the Company was granted a 1% NSR royalty, subject to a right of first refusal on any future sale of the royalty held by Silver47.
Silver47 is required to pay the Company a one-time milestone payment of $1,000,000 in cash or Silver47 common shares upon the declaration of a NI 43-101 compliant resource or reserve estimate in excess of 80,000,000 ounces of silver.
(iii) Silver Range project
The Silver Range group of claims were acquired in 2011 from Strategic, by the issue of Silver Range common shares and warrants. The claims are located in the Whitehorse Mining District, Yukon Territory.
The Silver Range project includes the JRV claims and the BP4 claim.
In 2016, and as most recently amended on August 31, 2023, the Company signed a Letter of Intent to option out its Silver Range project to Broden Mining Ltd., (“Broden Mining”) a private British Columbia company, of which the Company is a 10% shareholder (381,778 common shares were received in 2021 with a fair value of $461,555 ($1.21 per share)), for consideration as described below and a retained 2% NSR on all future precious metals production and a 1% NSR on all future non-precious metals production from the project.
To complete the purchase, Broden Mining is required to:
-
Issue to the Company 10% of Broden Mining’s common shares upon completion of an equity financing by Broden Mining immediately following the completion of development agreements to explore and develop the land package (known as the Vangorda Lands), on or before August 31, 2024; and
-
Make a one-time cash payment of $10,000,000 in advance of commercial production commencing at the project or any portion thereof, due 12 months from the commencement date of commercial production.
During the year ended December 31, 2022, the Company wrote-down the carrying value of the Silver Range project to $1 as a result of the Company having no current or future budgeted exploration programs in place for this project. This resulted in a mineral property impairment charge of $17,780.
During the year ended December 31, 2023, the Company capitalized, and immediately wrote-off depreciation, reclamation, remediation and permitting costs on the Silver Range project resulting in a mineral property impairment charge of $107,354.
23
Silver Range Resources Ltd. Notes to the Consolidated Financial Statements (Expressed in Canadian Dollars)
For the years ended December 31, 2023 and December 31, 2022
6. Mineral property interests (continued)
(b) Northwest Territories projects
During the year ended December 31, 2022, the Company wrote-down the carrying value of certain of its Northwest Territories projects (Hare, Itchen, and Sparta) to either $1 or $nil each as a result of the Company having no current or future budgeted exploration programs in place for these projects. This resulted in a mineral property impairment charge of $110,869 in aggregate, for these projects.
(i) Cabin Lake royalty interest
In 2017, and as amended on various dates including March 1, 2023 and March 8, 2024, the Company agreed to sell 100% of its Cabin Lake property located in the Northwest Territories, to Rover Critical Minerals Corp. (“Rover”).
The Company retains a 2% NSR on all mineral production from the Cabin Lake property and Rover is required to make annual advance royalty payments as follows:
-
During 2020 and 2021, the Company received total payments of $40,000;
-
Pursuant to the March 1, 2023 amendment, the advance royalty payment for 2022 was amended to $30,000 and due by March 3, 2023 (received, see below).
-
Pursuant to the March 8, 2024 amendment, the advance royalty payment for 2023 was amended to $30,000 and due by March 15, 2024 (subsequently received, see below).
-
Advance royalty payments of $20,000 are due annually from February 28, 2025 until a total of $230,000 has been paid by Rover so long as Rover or its successor holds title to the project.
During the year ended December 31, 2023, in settlement of the $30,000 advance royalty payment for 2022 (see below), the Company received 329,670 Rover common shares recognized at a fair value of $28,022 (of which $20,000 was accrued as at December 31, 2022). Accordingly, $8,022 was recognized within gain on sale of mineral property interests.
Additionally, $20,000 in advance royalty payments for 2023 was accrued at December 31, 2023, pursuant to the original terms of the agreement which were subsequently amended on March 8, 2024 requiring Rover to issue common shares to the Company with a fair value of $30,000 (subsequently received).
Rover has the right to acquire up to 3/4 (being 1.5%) of the 2% NSR by making payments of either $750,000 or $1,500,000, depending on the indicated gold reserves that may be reported.
(ii) Uptown Gold property
In 2016, and as most recently amended on January 11, 2022, the Company granted Rover the right to earn up to a 100% interest in the Company’s Uptown Gold property. For a 75% interest (the “First Option”), Rover issued common shares and made cash payments to the Company in 2018 and thereafter, as well as incurring specified exploration expenditures to the end of 2021. In 2020, Rover assigned its interest and obligations in the First Option to Collective Metals Inc. (“Collective”) formerly, Arctic Fox Lithium Corp., under an agreement in 2020 and amended on January 11, 2022.
On August 9, 2023 and further to a notice of termination on December 2, 2023, the option assignment to Collective was terminated as a result of Collective’s failure to incur an aggregate $1,250,000 in exploration expenditures on the property by June 30, 2023.
During the year ended December 31, 2023, the Company wrote-down the carrying value of the Uptown Gold property to $1 as a result of the Company having no current or future budgeted exploration programs in place for this project. This resulted in a mineral property impairment charge of $155,086.
24
Silver Range Resources Ltd. Notes to the Consolidated Financial Statements (Expressed in Canadian Dollars)
For the years ended December 31, 2023 and December 31, 2022
6. Mineral property interests (continued)
(c) Nunavut projects
During the year ended December 31, 2022, the Company wrote-down the carrying value of certain of its Nunavut projects (Atlantis, Hard Cash, Nigel, Noomut, Quartzite, Tree River, and Yandle) to $1 each (except Nigel to $nil) as a result of the Company having no current or future budgeted exploration programs in place for these projects. This resulted in a mineral property impairment charge of $606,384 for these projects.
- (i) South Kitikmeot property option
In 2021, and as most recently amended on January 6, 2022, the Company executed a Binding Terms Sheet (the “Term Sheet”) with an Australian company seeking a listing on the Australian Securities Exchange (the “ASX”) to grant to the Australian company the option to earn up to a 100% interest in the Company’s South Kitikmeot project located in Nunavut, Canada which comprises the Bling, Esker Lake, Goldbugs, Hiqiniq, Ujaraq, Uist, and Qannituq properties.
Pursuant to the Term Sheet, the Company will receive consideration for the right to grant the Australian company an option to purchase an interest in the project as described (expressed in Australian dollars “A$”). Under certain circumstances the amounts below may be settled, in part, through the issuance of common shares to the Company:
-
A$25,000 (received, $22,637) upon certain conditions precedent including but not limited to the Australian company completing due diligence on the project, and completing an initial public offering and obtaining all applicable regulatory and third-party approvals for a public listing;
-
A$200,000 upon definition of a JORC compliant inferred resource of at least 500,000 ounces at an average and cut-off grade of 1.8g/t; and
-
A$200,000 upon definition of a JORC compliant inferred resource of at least 1,000,000 ounces at an average and cut-off grade of 1.6g/t.
JORC refers to the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (the “JORC Code”).
The Australian company may earn a 100% interest in the project in staged commitments as follows:
-
An initial 51% interest by completing minimum exploration expenditures of A$1,500,000 on or before December 31, 2024;
-
An additional 15% interest by incurring additional minimum exploration expenditures of A$2,000,000 on or before December 31, 2027;
-
An additional 24% interest by completing a preliminary feasibility study for the commencement of mining operations on any of the properties at any time on or before December 31, 2037; and
-
The remaining 10% interest may be earned at the fair market value of the 10% interest, to be determined by an independent qualified valuator.
The Company will retain a 2% NSR on all mineral production from the properties, of which up to 1% can be purchased by the Australian company by either making a cash payment of A$1,500,000 to the Company or issuing common shares to the Company at an equivalent value.
25
Silver Range Resources Ltd. Notes to the Consolidated Financial Statements (Expressed in Canadian Dollars)
For the years ended December 31, 2023 and December 31, 2022
6. Mineral property interests (continued)
(d) Nevada projects
(i) Bellehelen property option
On December 16, 2022 and as amended on May 17, 2023, and subsequently on February 7, 2024, the Company signed a Definitive Agreement to sell to Excalibur Metals Corp. (“Excalibur”) up to a 100% interest in the Company’s Bellehelen property which includes the Bellehelen, Kawich and Neversweat properties located in Nevada, USA. Pursuant to the terms of the Definitive Agreement, Excalibur made a cash payment of US$16,200 (received $22,354 plus $6,281 for other reimbursements, during the year ended December 31, 2023), and will make cash payments and issue common shares to the Company as follows:
Cash payments of $300,000:
-
$10,000 upon Signing of a Definitive Agreement (completed);
-
$40,000 upon Excalibur obtaining a public listing on a Canadian stock exchange (“IPO”) by June 30, 2024;
-
$50,000 on or before the first anniversary of an IPO;
-
$50,000 on or before the second anniversary of an IPO;
-
$75,000 on or before the third anniversary of an IPO; and
-
$75,000 on or before the fourth anniversary of an IPO.
Issuance of common shares equivalent to $225,000:
-
Common shares with a value of $25,000 concurrently with Excalibur obtaining a public listing (as per above);
-
Common shares with a value of $50,000 on or before the first anniversary of an IPO;
-
Common shares with a value of $50,000 on or before the second anniversary of an IPO;
-
Common shares with a value of $50,000 on or before the third anniversary of an IPO; and
-
Common shares with a value of $50,000 on or before the fourth anniversary of an IPO.
In addition, Excalibur shall also make a defined resource payment (“DRP”) of US$2 per ounce of gold equivalent, payable following the report of measured and indicated resources defined by a NI 43-101 compliant report on the property. Annual advance payments of US$10,000 are due on December 31, 2027 and subsequent anniversaries from then, if no measured and indicated resources have been reported.
Additionally, the Company will retain a 2% Net Smelter Royalty (“NSR”) over the property. One-half of the NSR may be repurchased by Excalibur prior to commercial production for a cash payment of $1,000,000.
(ii) Enigma property
In 2021, the Company entered into a Letter of Intent forming a joint arrangement with Auburn Gold Mining, LLC (“Auburn”) to consolidate certain of their respective claim holdings in Nevada which is accounted for under IFRS 11 Joint Arrangements.
The joint arrangement includes the Company’s Enigma and Auburn’s Cambridge properties, and certain intervening claims that connect the properties (the “Project Area”). Each party holds a 50% interest in the Project Area in the form of an unincorporated joint operation. Upon formation of the joint operation, a Technical Committee formed by the parties made up of two representatives from each party will determine exploration and marketing activities and the Company will act as operator. Each party will be responsible for maintaining their respective Project Area claims in good standing and will equally share the cost of maintaining the intervening claims.
During the year ended December 31, 2023, neither party performed any work on the Enigma project. Accordingly, there was no proportional interest for the Company to recognize within mineral property interests.
26
Silver Range Resources Ltd. Notes to the Consolidated Financial Statements (Expressed in Canadian Dollars)
For the years ended December 31, 2023 and December 31, 2022
6. Mineral property interests (continued)
-
(d) Nevada projects (continued)
-
(iii) East Gold Point project option
EGP claims:
In 2020, the Company signed an Option Agreement with GGL Resources Corp. (“GGL”), to sell GGL a 75% interest in certain claims underlying the East Gold Point Project (the “EGP property”). Pursuant to the terms of the Option Agreement, GGL has the right to acquire a 75% interest in the project by making cash payments to the Company as detailed below and incurring aggregate minimum exploration expenditures of US$1,500,000 on or before July 31, 2023 (completed), on the collective Gold Point project (EGP claims, TOM claims, and certain other claims under option to GGL from other parties).
Cash payments of $180,000 as follows:
-
$10,000 upon the execution of the option agreement (received);
-
Reimbursing the Company for certain staking costs and fees (received, $15,605);
-
$20,000 on or before December 31, 2020 (received); and
-
The aggregate of $150,000 (received) as calculated bi-annually and based on 10% of the expenditures incurred during each of the periods from:
-
July 1 to December 31 (paid $33,928 for 2020, 2021 and 2022); and
-
January 1 to June 30 (paid $116,072 for 2021 and 2022).
GGL has earned a 75% interest in the EGP property. Accordingly, the parties will enter into a 75%/25% joint venture with the Company for further exploration of the project (joint venture not yet formed). Additionally, the Company will be entitled to receive a one-time cash payment of US$4 per ounce of gold identified in a NI 43-101 compliant measured or indicated resource estimate (or proven or probable reserve estimate) on the project.
TOM claims:
In 2020, the Company and a private Nevada corporation (collectively, the “Optionors”) signed an Option Agreement with GGL, to sell GGL a 100% interest in certain additional claims underlying the East Gold Point Project (the “TOM property”) in which both the Company and the private Nevada corporation each hold a 50% interest. Pursuant to the terms of the Option Agreement, GGL can acquire the project by incurring aggregate minimum exploration expenditures of US$1,500,000 on the collective Gold Point project (EGP claims, TOM claims, and certain other claims as specified above, and reimbursing the Optionors for certain staking costs and fees (completed).
Upon GGL having earned the 100% interest in the TOM property, the Optionors will be entitled to receive a one-time cash payment of US$1 per ounce of gold identified in a NI 43-101 compliant measured or indicated resource estimate (or proven or probable reserve estimate) on the project.
Additionally, the Optionors shall each retain a 1% NSR on all mineral production from the property, from which half of the NSR can be purchased by GGL for a payment of US$2 per ounce on the first 250,000 ounces of gold contained in any measured or indicated resource estimate (or proven or probable reserve estimate), and US$1 per ounce of gold above 250,000 ounces thereafter.
27
Silver Range Resources Ltd. Notes to the Consolidated Financial Statements (Expressed in Canadian Dollars)
For the years ended December 31, 2023 and December 31, 2022
6. Mineral property interests (continued)
-
(d) Nevada projects (continued)
-
(iv) East Goldfield property option
The East Goldfield property was formerly under option to ATAC Resources Ltd. (“ATAC”), to sell ATAC a 100% interest in the property until ATAC terminated the agreement on February 22, 2022. Over the term of the option, the Company received cash payments of $70,000 from ATAC.
On April 21, 2023 and as amended on May 26, 2023, September 11, 2023, and December 19, 2023, the Company signed a binding letter of intent with Green Gold Resources LLC (“Green Gold”) granting Green Gold the option to acquire up to a 100% interest in the East Goldfield property located in Nevada, USA, as described below. The binding letter of intent is subject to satisfactory completion of a due diligence review by Green Gold. The parties are working towards executing a Definitive Agreement by September 30, 2024.
The binding letter of intent sets out the expected terms of a Definitive Agreement as cash payments of US$660,000 to acquire a 75% interest in the property (the “First Option”):
-
US$20,000 by June 30, 2023 (received, $26,480);
-
US$40,000 upon signing of a Definitive Agreement;
-
US$40,000 by June 1, 2024;
-
US$60,000 on the earlier of nine months after a definitive agreement; or upon completion of a public listing by December 31, 2024;
-
US$100,000 on the earlier of the first anniversary of a definitive agreement; and the first anniversary of a public listing;
-
US$150,000 on the earlier of eighteen months after a definitive agreement; and eighteen months after a public listing; and
-
US$250,000 on the earlier of thirty months after a definitive agreement; and thirty months after a public listing.
Upon Green Gold obtaining a public listing, up to 50% of the final three payments listed above totalling US$500,000, may be satisfied in the form of Green Gold common shares.
To exercise the First Option, Green Gold is also required to complete 4,000 m of drilling on or before the earlier of the third anniversary (thirty-six months) of a definitive agreement, or the third anniversary of a public listing.
If Green Gold is unable to obtain a public listing within nine months of a Definitive Agreement, an extension of one year will apply, for cash consideration to the Company of US$30,000.
Upon exercising the First Option, Green Gold can exercise an option to acquire an additional 25% interest in the property (the “Second Option”) by completing a preliminary economic assessment (“PEA”) of the specific property by December 31, 2030, and paying the Company US$250,000 within 10 days of completion of the PEA. If Green Gold exercises the First Option, but not the Second Option, the parties will form a joint venture to further explore and develop the property.
Upon exercising the Second Option, the Company will retain a 2.5% NSR (the “Royalty”) over the property. Up to 60% of the NSR (1.5%) may be repurchased by Green Gold prior to commercial production for consideration of 300 ounces of gold or the cash equivalent for every 0.5% NSR, for up to 900 ounces of gold or the cash equivalent. In addition to the Royalty, the Company is entitled to receive a one-time cash payment of US$5 per ounce of gold identified in a NI 43-101 compliant technical report of a measured or indicated mineral resource to the property, up to a maximum of US$500,000.
(v) Hannapah property
On September 26, 2022, the Company signed a joint marketing agreement with Mercury Exploration Corp. (“Mercury Exploration”) to consolidate certain of their respective claim holdings in Nevada . The agreement includes the Company’s Hannapah and Mercury Exploration’s Bandit properties, and certain intervening claims that connect the properties (the “Project Area”). Each party will be responsible for maintaining their respective Project Area claims in good standing. The parties intend to jointly market the project group to other parties.
28
Silver Range Resources Ltd. Notes to the Consolidated Financial Statements (Expressed in Canadian Dollars)
For the years ended December 31, 2023 and December 31, 2022
6. Mineral property interests (continued)
- (d) Nevada projects (continued)
(vi) Legal Tender property option
In 2021, the Company signed a Property Option Agreement with QLM Royston Hills, LLC (“QLM”) to sell QLM a 100% interest in the Company’s Legal Tender property located in Nevada, USA. On July 4, 2022, the Company provided a notice of termination to QLM, which was superseded by a December 9, 2022, Restated Property Option Agreement to sell QLM a 100% interest in certain claims underlying the Legal Tender property for staged cash payments of which US$10,000 ($13,058) was received through to the Company issuing a notice of termination on February 5, 2024, as QLM was in default of the next staged cash payment.
(vii) Skylight property option
In 2021 and as most recently amended on January 5, 2024, the Company signed an Option Agreement with Rush Gold Corp. (“Rush”) superseding previous option and amending agreements signed between the parties from 2020 to 2021.
Under the new Option Agreement, the Company will sell to Rush a 100% interest in the Company’s Skylight property located in Nevada, USA for cash payments and the issuance of common shares as follows:
Cash payments of $310,000:
-
$50,000 upon completion of a public listing by Rush;
-
$60,000 on or before August 15, 2024; and
-
$200,000 on or before August 15, 2025.
Issuance of 650,000 Rush common shares as follows:
-
150,000 common shares upon completion of a public listing by Rush;
-
200,000 common shares on or before August 15, 2024; and
-
300,000 common shares on or before August 15, 2025.
In addition, Rush must complete 3,000 metres of drilling on the property by August 15, 2025. Rush also reimbursed the Company US$4,400 ($5,974) for claims maintenance fees during the year ended December 31, 2023.
As Rush was unable to complete its initial public offering by March 31, 2024, the parties are currently negotiating an extension of the public offering completion date to June 30, 2024.
(viii) Tule Canyon property option
On April 21, 2023 and as amended on May 26, 2023, September 11, 2023, and December 19, 2023, the Company signed a binding letter of intent with Green Gold Resources LLC (“Green Gold”) granting Green Gold the option to acquire a 100% interest in the Tule Canyon property located in Nevada, USA, as described below. The binding letter of intent is subject to satisfactory completion of a due diligence review by Green Gold. The parties are working towards executing a Definitive Agreement by September 30, 2024.
The binding letter of intent sets out the expected terms of a Definitive Agreement as cash payments of US$611,000 as follows:
-
US$11,000 by June 30, 2023 (received, $14,564);
-
US$40,000 by June 1, 2024;
-
US$60,000 on the earlier of nine months after a definitive agreement; or upon completion of a public listing by December 31, 2024;
-
US$100,000 on the earlier of the first anniversary of a definitive agreement; and the first anniversary of a public listing;
-
US$150,000 on the earlier of eighteen months after a definitive agreement; and eighteen months after a public listing; and
-
US$250,000 on the earlier of thirty months after a definitive agreement; and thirty months after a public listing.
29
Silver Range Resources Ltd. Notes to the Consolidated Financial Statements (Expressed in Canadian Dollars)
For the years ended December 31, 2023 and December 31, 2022
6. Mineral property interests (continued)
- (d) Nevada projects (continued)
(ix) Tule Canyon property option (continued)
Upon Green Gold obtaining a public listing, up to 50% of the final three payments listed above totalling US$500,000, may be satisfied in the form of Green Gold common shares.
To acquire a 100% interest, Green Gold is also required to complete 2,000 m of drilling on or before the earlier of the third anniversary (thirty-six months) of a definitive agreement, or the third anniversary of a public listing.
If Green Gold is unable to obtain a public listing within nine months of a Definitive Agreement, an extension of one year will apply, for cash consideration to the Company of US$30,000.
Upon exercising the Second Option, the Company will retain a 2.5% NSR (the “Royalty”) over the property. Up to 60% of the NSR (1.5%) may be repurchased by Green Gold prior to commercial production for consideration of 300 ounces of gold or the cash equivalent for every 0.5% NSR, for up to 900 ounces of gold or the cash equivalent. In addition to the Royalty, the Company is entitled to receive a one-time cash payment of US$5 per ounce of gold identified in a NI 43-101 compliant technical report of a measured or indicated mineral resource to the property, up to a maximum of US$500,000.
(x) Weepah South property sale
On February 8, 2024, the Company signed a property purchase agreement with GRC Nevada Inc. (a subsidiary of Fortitude Gold Corp.) (“GRC”) to sell GRC a 100% interest in the Weepah South property located in Nevada, USA for consideration of US$10,000. The Company will retain a 2.0% NSR over the property on all future production and sale of products from the project (note 15(b)).
(e) Arizona projects
(i) Generative Alliance Agreement
On March 20, 2023, the Company signed a Generative Alliance Agreement with Altius Minerals Corporation (“Altius”) which superseded a term sheet signed on February 16, 2023, whereby the parties will form an exploration alliance (the “Alliance”) for the purpose of financing, identifying, and acquiring gold and base metal properties in Arizona, USA. Further, Altius will acquire a 1% NSR on three of the Company’s projects to be staked within a specified area of interest. During the year ended December 31, 2023, the Company staked two new projects in Arizona: the Chloride property, and the Crosby property.
During the year ended December 31, 2023, Altius participated in the Company’s private placement for $500,000 (note 8).
The Alliance requires the Company to acquire projects through staking that are deemed to have the potential to host a mineral deposit containing a minimum of 500,000 oz of gold or equivalent. Once a project is acquired, the Company will provide Altius with a technical reporting and underlying technical information (a “Project Submission”). The term of the Alliance will be the greater of March 1, 2027, and 90 days from the date on which Altius receives the seventh (7[th] ) Project Submission from the Company, at which time Altius will select three projects to acquire a 1% NSR.
30
Silver Range Resources Ltd. Notes to the Consolidated Financial Statements (Expressed in Canadian Dollars)
For the years ended December 31, 2023 and December 31, 2022
6. Mineral property interests (continued)
- (f) Reclamation deposits
During the year ended December 31, 2022, formerly held reclamation deposits were redeemed and refunded to the Company for proceeds totalling $35,404. These reclamation deposits were comprised of cash deposits pledged to the Northwest Territories to ensure specified properties were properly restored after exploration.
7. Equipment
| Equipment | |
|---|---|
| Right-of-use | |
| asset | |
| $ | |
| Cost | |
| January1,2022 and December 31,2022 | 81,600 |
| Accumulated depreciation | |
| January 1, 2022 | 53,342 |
| Depreciation(note 6) | 17,781 |
| December 31,2022 | 71,123 |
| Cost | |
| January 1, 2023 and December 31, 2023 | 81,600 |
| Accumulated depreciation | |
| January 1, 2023 | 71,123 |
| Depreciation(note 6) | 10,477 |
| December 31, 2023 | 81,600 |
| Carrying value | |
| December 31,2022 | 10,477 |
| December 31, 2023 | - |
Equipment is comprised of a right-of-use (“ROU”) asset, being the lease to purchase exploration equipment situated at the Company’s Silver Range project (Keg claims). Depreciation is taken on the ROU asset on a straight-line basis over the term of the lease and has been capitalized as part of the Silver Range mineral property interest (note 6(a)(iii)). Title to the equipment remains with the lessor until completion of the lease.
Lease liability
In 2019, the Company entered into a lease to purchase agreement with a third party for certain exploration equipment situated on its Silver Range project.
A reconciliation of the carrying amount of the lease liability as at December 31, 2023 and December 31, 2022, and for the years then ended is shown below. The lease commenced in 2019 and expired on November 30, 2023.
| December | 31, | December 31, | |
|---|---|---|---|
| 2023 | 2022 | ||
| $ | $ | ||
| Balance, beginning of year | 15,837 | 32,745 | |
| Lease payments | (16,500) | (18,000) | |
| Lease interest (finance costs) | 663 | 1,092 | |
| Balance, end ofyear | - | 15,837 |
As at December 31, 2023, lease payments of $3,000 were included in accounts payable and accrued liabilities (December 31, 2022 – $4,500).
31
Silver Range Resources Ltd. Notes to the Consolidated Financial Statements (Expressed in Canadian Dollars)
For the years ended December 31, 2023 and December 31, 2022
8. Share capital
The authorized share capital of the Company consists of an unlimited number of common shares without par value. All issued shares are fully paid.
Common share rights
The Company has approved the adoption of a “Rights Plan” dated November 19, 2021, under which one Right is issued for each issued and outstanding common share of the Company. Each Right entitles the holder to purchase from the Company one common share at an exercise price equal to one-half the then market price of the stock on the TSX-V, subject to certain adjusting events if they have occurred. The Rights are exercisable only if the Company receives an unacceptable take-over bid as defined in the Rights Agreement. Adoption of the Rights Plan was approved by the shareholders at a general meeting held on May 18, 2022.
Transactions for the issue of share capital during the year ended December 31, 2023:
-
On March 1, 2023, the Company closed a private placement with Altius Minerals Corporation through its whollyowned subsidiary, Altius Resources Inc., comprising 3,333,333 common shares at a price of $0.15 per share, for gross proceeds of $500,000. See note 6(e)(i) for details of the Generative Alliance Agreement.
-
On March 27, 2023, the Company closed a non-brokered private placement of 768,333 units at a price of $0.15 per unit, for gross proceeds of $115,250. Each unit consisted of one common share and one-half of a share purchase warrant, exercisable at $0.30 each until March 27, 2025. The residual value of the warrants attached to the units was determined to be $19,208 and was recorded to reserves.
Finders’ fees totalling $315 were incurred in respect of the placement, in addition to the issuance of 2,100 finders’ warrants exercisable at $0.30 each until March 27, 2025 which were recognized at fair value of $100. See below for fair value information on the finders’ warrants issued. Additionally, $17,000 (note 10) in legal and filing fees were incurred as share issue costs.
-
On April 13, 2023, the Company issued 148,770 common shares to Paladin Geoscience Corp. (“Paladin”) with a fair value of $10,000, in settlement of consulting fees accrued from October 1, 2022 to March 31, 2023.
-
On October 10, 2023, the Company closed the first tranche of a non-brokered private placement of 825,000 units at a price of $0.10 per unit, for gross proceeds of $82,500. Each unit consisted of one common share and one share purchase warrant, exercisable at $0.15 each until October 10, 2025. The residual value of the warrants attached to the units was determined to be $12,375 and was recorded to reserves. Additionally, $7,500 (note 10) in legal and filing fees were incurred as share issue costs.
-
On October 23, 2023, the Company issued 236,436 common shares to Paladin with a fair value of $20,000 for services from April 1, 2023 to September 30, 2023.
32
Silver Range Resources Ltd. Notes to the Consolidated Financial Statements (Expressed in Canadian Dollars)
For the years ended December 31, 2023 and December 31, 2022
8. Share capital (continued)
Transactions for the issue of share capital during the year ended December 31, 2022:
-
On April 11, 2022, the Company closed a non-brokered private placement of 4,000,000 units at a price of $0.15 per unit, for gross proceeds of $600,000. Each unit consisted of one common share and one share purchase warrant, exercisable at $0.20 each until April 11, 2024 (subsequently expired). No value was allocated to the warrant component of the unit.
-
Finders’ fees totalling $4,878 were incurred in respect of the placement, and legal and filing fees amounted to $9,500 (note 10). These share issue costs were recorded as a reduction to share capital.
-
In May and October 2022, the Company issued 445,046 common shares to Paladin with a fair value of $49,533, in settlement of consulting fees accrued from October 1, 2021 to September 30, 2022.
Commitment to issue shares
The Company has an ongoing Consulting Agreement with Paladin, a company controlled by the President and CEO of the Company. The Consulting Agreement has historically been renewed by way of Amending Agreements. The 2022 Amending Agreement was signed on April 1, 2022 and is effective until March 31, 2024 (not yet extended).
Pursuant to the 2022 Amending Agreement, Paladin continues to receive a monthly consulting fee of $11,250 in cash and/or shares, which at the sole discretion of Paladin at the time of submitting an invoice for services, may be up to a maximum of $5,000 in common shares. The consulting fee is paid/accrued on a monthly basis, and any common shares are issuable semi-annually. Amounts rendered by Paladin are recorded within both operating expenses and mineral property interests (notes 10,11).
The Consulting Agreement also includes a $250,000 termination provision which would be triggered by a change in control of the Company or the resignation or discharge of Paladin as a Director/Officer of the amalgamated or merged company in the event of a change in control.
All share issuances are subject to regulatory approval, including TSX-V acceptance, and are subject to such hold periods as are required by the TSX-V and applicable regulatory authorities. The number of any common shares to be issued by the Company is calculated at the end of each month during which services are provided, at a deemed price per share equal to the Market Price of the Company's shares (as that term is defined in the policies of the TSX-V) on the last day of each such month on which the shares of the Company traded, minus 50% of the maximum discount permitted by those policies.
Through to December 31, 2023, the Company has accrued a commitment of $15,000 (December 31, 2022 - $10,000) relating to the period from October 1, 2023 to December 31, 2023, of which, $14,675 was included within operating expenses and $325 capitalized as mineral property costs. The accrual represents the estimated issuance of 170,039 common shares to Paladin for services rendered from October 1, 2023 to December 31, 2023.
During the year ended December 31, 2022, the Company issued 445,046 common shares to Paladin for services rendered from October 1, 2021 to September 30, 2022. The issuance was in settlement of the accrued commitment of $17,719 as at December 31, 2021, plus additional amounts accrued through to September 30, 2022 totalling $31,814.
As at December 31, 2023, the Company has issued 2,325,457 common shares to Paladin for services rendered from April 1, 2019 to September 30, 2023 (389,483 common shares issued during 2019, 710,439 common shares issued during 2020, 395,283 common shares issued during 2021, 445,046 common shares issued during 2022, and 385,206 common shares issued during the year ended December 31, 2023 in settlement of $30,000 in fees).
33
Silver Range Resources Ltd. Notes to the Consolidated Financial Statements (Expressed in Canadian Dollars)
For the years ended December 31, 2023 and December 31, 2022
8. Share capital (continued)
Stock options
The Company has adopted an incentive stock option plan (the “Plan”). The essential elements of the Plan provide that the aggregate number of common shares issuable pursuant to options granted under the Plan may not exceed 10% of the number of issued shares of the Company at the time of grant. Options granted under the Plan may have a maximum term of ten years. A participant who is not a consultant conducting investor relations activities, who is granted an option that is exercisable at or above the market price at the date of grant, can have their options vest immediately, unless otherwise determined by the Board of Directors. A participant who is a consultant conducting investor relations activities, who is granted options under the Plan, will become vested with the right to exercise one-quarter of the options upon conclusion of every three months subsequent to the grant date.
A summary of the Company’s stock options as at December 31, 2023 and December 31, 2022 and changes during the years then ended is as follows:
| A summary of the Company’s stock options as at years then ended is as follows: |
December 31, 2023 and December 31, | December 31, 2023 and December 31, | 2022 and changes during the | 2022 and changes during the |
|---|---|---|---|---|
| Year ended | Year ended | |||
| December | 31, 2023 | December | 31, 2022 | |
| Weighted | Weighted | |||
| average | average | |||
| Options | exercise price | Options | exercise price | |
| # | $ | # | $ | |
| Options outstanding, beginning of year | 6,575,000 | 0.14 | 8,000,000 | 0.17 |
| Granted | 250,000 | 0.14 | 620,000 | 0.14 |
| Expired | (1,000,000) | 0.16 | (2,045,000) | 0.24 |
| Options outstanding, end ofyear | 5,825,000 | 0.14 | 6,575,000 | 0.14 |
As at December 31, 2023, the Company has stock options outstanding and exercisable as follows:
| Options | Options | Exercise | Weighted average | |
|---|---|---|---|---|
| outstanding | exercisable | price | remaining life | Expiry date |
| # | # | $ | (years) | |
| 300,000 | 300,000 | 0.11 | 1.04 | January 13, 2025 |
| 100,000 | 100,000 | 0.19 | 1.67 | September 2, 2025 |
| 100,000 | 100,000 | 0.24 | 1.85 | November 5, 2025 |
| 300,000 | 300,000 | 0.21 | 2.53 | July 11, 2026 |
| 4,155,000 | 4,155,000 |
0.13 |
2.93 | December 6, 2026 |
| 620,000 | 620,000 | 0.14 | 3.15 | February 22, 2027 |
| 250,000 | 125,000 | 0.14 | 4.36 | May 11, 2028 |
| 5,825,000 | 5,700,000 | 0.14 | 2.86 |
During the year ended December 31, 2023, 250,000 stock options were granted to an officer exercisable at $0.14 each, expiring on May 11, 2028 and vesting quarterly over one year. Fair value was calculated using the following assumptions: expected life of options – five years, stock price volatility – 115.28%, no dividend yield, and a risk-free interest rate – 3.00%. The fair value is particularly impacted by the Company’s stock price volatility, determined using stock price data from the previous five years.
34
Silver Range Resources Ltd. Notes to the Consolidated Financial Statements (Expressed in Canadian Dollars)
For the years ended December 31, 2023 and December 31, 2022
8. Share capital (continued)
Stock options (continued)
Using the above assumptions, the fair value of options granted during the year ended December 31, 2023, was $0.11 per option, for an aggregate total of $28,591.
During the year ended December 31, 2022, 620,000 stock options were granted to a Director and a consultant exercisable at $0.14 each, expiring on February 22, 2027 and vested quarterly ending on February 23, 2023. Fair value was calculated using the following assumptions: expected life of options – five years, stock price volatility – 83.00%, no dividend yield, and a risk-free interest rate – 1.79%. The fair value is particularly impacted by the Company’s stock price volatility, determined using stock price data from the previous five years.
Using the above assumptions, the fair value of options granted during the year ended December 31, 2022, was $0.09 per option, for an aggregate total of $57,616.
The total share-based payment expense for the year ended December 31, 2023 was $26,521 (2022 - $386,480) and includes only options that vested during the year.
During the year ended December 31, 2023, 1,000,000 Officer, and consultant options expired unexercised. As a result, the original share-based payments expense of $106,104 was reversed from reserves and credited to deficit.
During the year ended December 31, 2022, 2,045,000 Director, Officer, and consultant options expired unexercised. As a result, the original share-based payments expense of $356,585 was reversed from reserves and credited to deficit.
Warrants
A summary of the Company’s warrants as at December 31, 2023 and December 31, 2022, and changes during the years then ended is as follows:
years then ended is as follows: |
||||
|---|---|---|---|---|
| Year ended | Year ended | |||
| December | 31, 2023 | December | 31, 2022 | |
| Weighted | Weighted | |||
| average | average | |||
| Warrants | exercise price | Warrants | exercise price | |
| # | $ | # | $ | |
| Warrants outstanding, beginning of year | 6,330,000 | 0.25 | 8,855,000 | 0.20 |
| Issued | 1,211,267 | 0.20 | 4,000,000 | 0.20 |
| Expired | - | - | (6,525,000) | 0.16 |
| Warrants outstanding, end ofyear | 7,541,267 | 0.24 | 6,330,000 | 0.25 |
As at December 31, 2023, the Company has warrants outstanding and exercisable as follows:
| (1)(2) (2) |
Warrants Warrants Exercise outstanding exercisable price Expiry date # # $ |
|---|---|
| 2,330,000 2,330,000 0.33 February 24, 2024 4,000,000 4,000,000 0.20 April 11, 2024 384,167 384,167 0.30 March 27, 2025 2,100 2,100 0.30 March 27, 2025 825,000 825,000 0.15 October 10,2025 |
|
| 7,541,267 7,541,267 |
-
(1) Warrants are subject to a notice of early expiry if the closing price of the Company’s common shares is $0.40 or greater for a period of 10 consecutive trading days.
-
(2) These warrants subsequently expired unexercised.
35
Silver Range Resources Ltd. Notes to the Consolidated Financial Statements (Expressed in Canadian Dollars)
For the years ended December 31, 2023 and December 31, 2022
8. Share capital (continued)
Reserves
| Share capital(continued) Reserves |
||||
|---|---|---|---|---|
| Shares | Options | Warrants | Total | |
| $ | $ | $ | $ | |
| January 1, 2022 | 9,874 | 589,658 | - | 599,532 |
| Options vesting | - | 386,480 | - | 386,480 |
| Options expired | - | (356,585) | - | (356,585) |
| December 31,2022 | 9,874 | 619,553 | - | 629,427 |
| January 1, 2023 | 9,874 | 619,553 | - | 629,427 |
| Options vesting | - | 26,521 | - | 26,521 |
| Options expired | - | (106,104) | - | (106,104) |
| Residual value of warrants issued | - | - | 31,583 | 31,583 |
| Finders'warrants issued | - | - | 100 | 100 |
| December 31, 2023 | 9,874 | 539,970 | 31,683 | 581,527 |
9. Loss per share
The calculation of basic and diluted loss per share for the year ended December 31, 2023 is based on the loss attributable to common shareholders of $987,342 (2022 - $1,191,749) and a weighted average number of common shares outstanding of 92,881,750 (2022 – 87,770,082).
All stock options and warrants were excluded from the diluted weighted average number of shares calculation, as their effect would have been anti-dilutive.
10. Related party payables and transactions
The Company’s related parties include key management personnel and their management entities. Key management personnel are those persons having authority and responsibility for planning, directing, and controlling the activities of the entity, directly or indirectly, including any director (whether executive or otherwise) of that entity. There were no loans to key management personnel or their management entities during the years ended December 31, 2023 and December 31, 2022.
Key management personnel receive no salaries, non-cash benefits (other than incentive stock options), or other remuneration directly from the Company, other than noted below, and there are no contracts with them that cannot be terminated without penalty on thirty days’ advance notice, except for the Paladin termination fee as detailed in note 8. Key management personnel participate in the Company’s stock option plan.
During the year ended December 31, 2022, the Company granted 400,000 stock options to a Director of the Company having a fair value on grant of $37,082.
During the year ended December 31, 2022, 1,295,000 Director and Officer stock options expired unexercised. As a result, the original expense of $232,181 was reversed from reserves and credited to deficit.
36
Silver Range Resources Ltd. Notes to the Consolidated Financial Statements (Expressed in Canadian Dollars)
For the years ended December 31, 2023 and December 31, 2022
10. Related party payables and transactions (continued)
The Company transacted with the following related parties:
-
(a) Archer, Cathro & Associates (1981) Limited (“Archer Cathro”) is a geological consulting firm that provides the Company with geological consulting services, office rent and administration. By virtue of the services provided to the Company, Archer Cathro has significant influence over the Company’s operations.
-
(b) Glenn Yeadon is the Company’s Secretary. He controls Glenn R. Yeadon Personal Law Corporation (“Yeadon Law Corp.”), which provides the Company with legal services.
-
(c) Dan Martino is the Company’s CFO, effective May 11, 2023. He is a principal of Donaldson Brohman Martin CPA, Inc. (“DBM CPA”), a firm in which he has significant influence. DBM CPA provides the Company with accounting and tax services. Larry Donaldson was the Company’s CFO through to May 11, 2023, and is also a principal of DBM CPA.
-
(d) Ian Talbot is the Company’s COO. He provides the Company with management services.
-
(e) Michael Power is the Company’s President and CEO. He controls Paladin, which provides the Company with consulting services. The consulting fees are paid by cash and shares (note 8).
-
(f) Richard Drechsler was the Company’s Vice-President of Communications through to February 21, 2024. He controls Drechsler Consulting Ltd. (“Drechsler Consulting”), which provides the Company with management and administrative services.
-
(g) John Gilbert was the Company’s Chief Corporate Development Officer, and effective February 21, 2024, became the Company’s Vice-President. He controls Grindstone Resources LLC (“Grindstone Resources”) and Hellion Resources LLC (“Hellion Resources”), which provides the Company with corporate development and geological services.
The transactions and outstanding balances with key management personnel and Directors and entities over which they have control or significant influence were as follows:
| Transactions | Transactions | Transactions | Transactions | Transactions | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| for the year | for the year | Balances | Balances | |||||||
| ended | ended | outstanding | outstanding | |||||||
| December | 31, | December | 31, | December | 31, | December 31, | ||||
| 2023 | 2022 | 2023 | 2022 | |||||||
| $ | $ | $ | $ | |||||||
| Archer Cathro | ||||||||||
| - geological services | 86,168 | 31,330 | 9,946 | 16,801 | ||||||
| -rent and administration | 39,461 | 49,516 | 497 | 8,491 | ||||||
| 125,629 | 80,846 | 10,443 | 25,292 | |||||||
| Yeadon Law Corp. | (1) | 57,000 | 52,502 | 22,294 | 5,065 | |||||
| DBM CPA | 38,500 | 43,100 | 9,500 | 13,000 | ||||||
| Ian Talbot | 42,000 | 42,000 | - | 3,675 | ||||||
| Paladin | (2)(3) | 144,928 | 154,386 | 9,392 | 11,813 | |||||
| Michael Power | - | - | 2,917 | 423 | ||||||
| Drechsler Consulting | 22,790 | 15,255 | - | - | ||||||
| Grindstone Resources | (4) | 136,444 | 132,143 | - | - | |||||
| Hellion Resources | - | - | 7,936 | 7,449 | ||||||
| John Gilbert | - | - | 446 | 251 | ||||||
| 567,291 | 520,232 | 62,928 | 66,968 |
(1) Includes $24,500 in share issue costs for the year ended December 31, 2023 (2022 - $9,500).
(2) Includes geological services (w ithin survey and consulting) of $22,385 for the year ended December 31, 2023 (2022 - $61,949).
(3) As at December 31, 2023, $15,000 has been accrued and included w ithin commitment to issue shares (December 31, 2022 - $10,000).
(4) Includes geological services (w ithin survey and consulting) of $13,981 for the year ended December 31, 2023 (2022 - $51,884).
All related party balances are unsecured and are due within thirty days without interest. The related party transactions do not include expense reimbursements or recoverable sales tax amounts that are included in the year end related party payable balances.
37
Silver Range Resources Ltd. Notes to the Consolidated Financial Statements (Expressed in Canadian Dollars)
For the years ended December 31, 2023 and December 31, 2022
10. Related party payables and transactions (continued)
The transactions with the key management personnel are included in expenses as follows:
-
(a) Management, administration and corporate development fees
-
Includes the services of Company’s COO, Ian Talbot.
-
Includes the services of Company’s Vice President of Communications, Richard Drechsler, charged to the Company by Drechsler Consulting.
-
Includes charges by Archer Cathro for administrative personnel.
-
Includes the consulting fees paid to the Company’s president and CEO, Michael Power, charged to the Company by Paladin.
-
Includes the services of the Company’s Chief Corporate Development Officer, John Gilbert, charged to the Company by Grindstone Resources and Hellion Resources.
-
(b) Office rent
-
Charged by Archer Cathro.
-
(c) Professional fees
-
Includes the legal services of the Company’s Secretary, Glenn Yeadon, charged to the Company by Yeadon Law Corp.
-
Includes the accounting and tax services of the Company’s CFO, Dan Martino, (formerly Larry Donaldson), charged to the Company by DBM CPA.
-
(d) Project generation costs
-
Includes charges by Paladin.
-
Includes charges by Grindstone Resources and Hellion Resources.
11. Supplemental cash flow information
Changes in non-cash working capital during the years ended December 31, 2023 and December 31, 2022, were comprised of the following:
comprised of the following: |
||
|---|---|---|
| December 31, | December 31, | |
| 2023 | 2022 | |
| $ | $ | |
| Receivables and prepayments | (40,803) | (1,015) |
| Accounts payable and accrued liabilities | 1,797 | 9,864 |
| Accounts payable to related parties | (4,684) | 344 |
| Net change | (43,690) | 9,193 |
The Company incurred non-cash financing and investing activities during the years ended December 31, 2023 and December 31, 2022, which were comprised of the following:
December 31, 2022, which were comprised of the following: |
|||
|---|---|---|---|
| December 31, | December 31, | ||
| 2023 | 2022 | ||
| $ | $ | ||
| Non-cash financing activities: | |||
| Lease payments included in accounts payable and accrued liabilities (note 7) | 3,000 | 4,500 | |
| Fair value of finders' warrants issued | 100 | - | |
| Shareissue costsincludedinaccounts payable torelated parties | 7,500 | - | |
| 10,600 | 4,500 | ||
| Non-cash investing activities: | |||
| Depreciation included in mineral property interests | - | 17,781 | |
| Mineral property costs included in accounts payable and related party payables | 11,169 | 16,801 | |
| Value of commitment to issue shares included in mineral property interests | 325 | 5,240 | |
| Value of shares issued included in mineral property interests | 2,411 | 11,273 | |
| Mineral property option proceeds received in common shares | 8,022 | - | |
| Mineralproperty optionproceedsincludedinaccruedreceivables and other receivables (note 3) | 20,000 | 41,647 | |
| 41,927 | 92,742 |
38
Silver Range Resources Ltd.
Notes to the Consolidated Financial Statements (Expressed in Canadian Dollars)
For the years ended December 31, 2023 and December 31, 2022
11. Supplemental cash flow information (continued)
During the years ended December 31, 2023 and December 31, 2022, no amounts were paid for interest or income tax expenses.
Cash and cash equivalents consist of the following:
expenses. Cash and cash equivalents consist of the following: |
|||
|---|---|---|---|
| December | 31, | December 31, | |
| 2023 | 2022 | ||
| $ | $ | ||
| Bank and broker balances | 65,389 | 109,864 | |
| Cashableinvestment certificates | - | 153,546 | |
| 65,389 | 263,410 |
12. Financial risk management
Capital management
The Company is a junior resource exploration company and considers items included in shareholders’ equity as capital. The Company’s capital structure as at December 31, 2023, is comprised of shareholders’ equity of $9,722,884 (December 31, 2022 - $9,965,770). The Company has no debt and does not expect to enter into debt financing. The Company manages its capital structure and adjusts it in light of changes in economic conditions and the risk characteristics of underlying assets. In order to maintain or adjust its capital structure, the Company may issue new shares, purchase shares for cancellation pursuant to normal course issuer bids or make special distributions to shareholders. The Company is not subject to any externally imposed capital requirements and does not presently utilize any quantitative measures to monitor its capital. There were no changes to the Company’s approach to capital management during the year ended December 31, 2023.
The Company currently has no source of revenues. In order to fund future projects and pay for administrative costs, the Company expects to spend its existing working capital and raise additional funds as needed.
Financial instruments - fair value
The Company’s financial instruments consist of cash and cash equivalents, marketable securities, accrued receivables, accounts payable and accrued liabilities, and accounts payable to related parties.
The carrying value of accrued receivables, accounts payable and accrued liabilities, and accounts payable to related parties approximate their fair value because of the short-term nature of these instruments.
Financial instruments measured at fair value on the consolidated statements of financial position are summarized into the following fair value hierarchy levels:
-
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
-
Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices).
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
| Level 1 | Level 2 | Level 3 | Total | ||
|---|---|---|---|---|---|
| $ | $ | $ | $ | ||
| December 31, 2023 | |||||
| Cash and cash equivalents | 65,389 | - | - | 65,389 | |
| Marketable securities (note 4) | 216,300 | 6,497,666 | - | 6,713,966 | |
| 281,689 | 6,497,666 | - | 6,779,355 | ||
| December 31, 2022 | |||||
| Cash and cash equivalents | 263,410 | - | - | 263,410 | |
| Marketable securities (note 4) | 288,400 | 6,498,306 | - | 6,786,706 | |
| 551,810 | 6,498,306 | - | 7,050,116 |
39
Silver Range Resources Ltd. Notes to the Consolidated Financial Statements (Expressed in Canadian Dollars)
For the years ended December 31, 2023 and December 31, 2022
12. Financial risk management (continued)
Financial instruments - risk
The Company’s financial instruments can be exposed to certain financial risks, including credit risk, liquidity risk, and market risk.
(a) Credit risk
Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The Company is exposed to credit risk by holding cash and cash equivalents. This risk is minimized by holding the funds in Canadian banks or with Canadian governments. The Company’s accrued receivables are due from creditworthy third parties and the Company believes the credit risk associated with these receivables to be low. The Company's maximum exposure to credit risk is equal to the carrying value of these instruments. The Company's exposure to and management of credit risk has not changed materially from the prior year.
(b) Liquidity risk
Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset. The Company’s financial liabilities are all due within the next twelve months. The Company manages liquidity risk by careful management of its working capital to ensure its expenditures will not exceed available resources. The Company's exposure to and management of liquidity risk has not changed materially from that of the prior year.
(c) Market risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, other price risk, and currency risk. The Company's exposure to and management of market risk has not changed materially from that of the prior year.
(i) 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 Company is exposed to interest rate risk because of fluctuating interest rates. Fluctuations in market rates do not have a significant impact on the Company’s financial instrument carrying amounts or cash flows. For the year ended December 31, 2023, every 1% fluctuation in interest rates would have impacted loss for the year by approximately $2,000 (2022 - $2,000) before income taxes.
(ii) Other price risk
Other price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices (other than those arising from interest rate risk or currency risk). The Company is exposed to other price risk because of the fluctuating values of its marketable securities. The Company has no control over these fluctuations and does not hedge its investments. Based on the December 31, 2023 portfolio value of both its publicly traded marketable securities and private company marketable securities, every 10% fluctuation in the share price of the securities would have impacted loss for the year by approximately $671,000 (2022 - $679,000) before income taxes.
(iii) Currency risk
Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company is exposed to currency risk because it holds cash, and has certain receivables and accounts payable denominated in United States Dollars, which, because of fluctuating exchange rates can create gains or losses at the time cash is converted to Canadian dollars, or receivables and payables are received or settled. The Company has no control over these fluctuations and does not hedge its foreign currency holdings. Based on its December 31, 2023 United States Dollar holdings, every 10% fluctuation in the exchange rate would have impacted loss for the year by approximately $1,000 (2022 - $4,000) before income taxes.
40
Silver Range Resources Ltd. Notes to the Consolidated Financial Statements (Expressed in Canadian Dollars)
For the years ended December 31, 2023 and December 31, 2022
13. Segmented information
The Company operates in one reportable operating segment being the acquisition, exploration, and evaluation of mineral properties in Canada and the USA. The Company holds non-current assets comprising mineral property interests of $1,736,835 (December 31, 2022 - $1,556,160) in the USA. The remainder of the Company’s non-current assets are located in Canada.
14. Income taxes
Income tax expense varies from the amount that would be computed from applying the combined federal and provincial income tax rate to loss before income taxes as follows:
income tax rate to loss before income taxes as follows: |
||
|---|---|---|
| December 31, | December 31, | |
| 2023 | 2022 | |
| $ | $ | |
| Loss for the year before income taxes | (987,342) | (1,191,749) |
| Statutory Canadian corporate tax rate | 27.0% | 27.0% |
| 266,582 | 321,772 | |
| Changes in tax resulting from: | ||
| Unrecognized items for tax purposes | 11,595 | 48,462 |
| Tax benefits not recognized | (278,177) | (370,234) |
| Income taxprovision(recovery) | - | - |
The deferred tax assets and liabilities reflect the tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their tax values.
| December 31, | December 31, | |
|---|---|---|
| 2023 | 2022 | |
| $ | $ | |
| Allowable capital losses | 5,000 | 5,000 |
| Mineral property interests | 4,321,000 | 4,211,000 |
| Investment tax credits | 964,000 | 964,000 |
| Marketable securities | (350,000) | (389,000) |
| Non-capital losses available for carryforward | 1,531,000 | 1,405,000 |
| Shareissue costs | 9,000 | 6,000 |
| 6,480,000 | 6,202,000 | |
| Unrecognized deferred taxassets | (6,480,000) | (6,202,000) |
| Net deferred tax liability | - | - |
As at December 31, 2023, the Company has unclaimed resource and other deductions in the amount of approximately $18,973,000 (December 31, 2022 - $18,536,000), which may be deducted against future taxable income. These costs are approximately $16,004,000 more than the carrying value of the mineral property interests. The tax benefit of approximately $4,321,000 on the difference has not been recognized for tax purposes as it is not probable that there will be adequate taxable income to utilize the deductions. There is no expiry date for these amounts.
As at December 31, 2023, the Company has unused non-capital losses of approximately $5,671,000 of which $219,000 will expire in 2031, $576,000 in 2032, $551,000 in 2033, $372,000 in 2034, $303,000 in 2035 and $3,650,000 thereafter. The tax benefit of approximately $1,531,000 on the losses has not been recognized for tax purposes as it is not probable that there will be adequate taxable income to utilize the losses.
As at December 31, 2023, the Company has share issue costs totaling approximately $33,000 (December 31, 2022 – $22,000), which have not been claimed for income tax purposes and expire between 2039 and 2047. The tax benefit of approximately $9,000 has not been recognized for tax purposes as it is not probable that there will be adequate taxable income to utilize the deductions.
As at December 31, 2023, the Company has unused capital losses of approximately $18,000 (December 31, 2022 - $18,000), which have no expiry dates and can only be used to reduce future income from capital gains.
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Silver Range Resources Ltd.
Notes to the Consolidated Financial Statements (Expressed in Canadian Dollars)
For the years ended December 31, 2023 and December 31, 2022
14. Income taxes (continued)
As at December 31, 2023, the Company has unused investment tax credits of approximately $1,320,000 (December 31, 2022 - $1,320,000), of which $1,137,000 will expire in 2031, $87,000 in 2032 and $96,000 in 2033. The tax benefit of approximately $964,000 on the credits has not been recognized for tax purposes as it is not probable that there will be adequate taxable income to utilize the credits.
Income tax attributes are subject to review, and potential adjustments, by tax authorities.
15. Event after the reporting period
On January 12, 2024, the Company closed the second and final tranche of a non-brokered private placement of 500,000 units at a price of $0.10 per unit, for gross proceeds of $50,000. Each unit consisted of one common share and one share purchase warrant, exercisable at $0.15 each until January 12, 2026. As at December 31, 2023, the Company had received $10,000 in respect of this placement (subscriptions received).
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