AI assistant
Silver Storm Mining — Management Reports 2021
May 1, 2021
44161_rns_2021-04-30_7f70fdb7-fe7e-4c2c-9109-43540249823e.pdf
Management Reports
Open in viewerOpens in your device viewer
==> picture [210 x 38] intentionally omitted <==
GOLDEN TAG RESOURCES LTD.
MANAGEMENT’S DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2020 (EXPRESSED IN CANADIAN DOLLARS)
Golden Tag Resources Ltd. Management’s Discussion & Analysis Year Ended December 31, 2020 Dated: April 30, 2021
The following Management’s Discussion and Analysis (“ MD&A ”) of the financial condition and results of the operation of Golden Tag Resources Ltd. (the “ Company ” or “ Golden Tag ”) constitutes management’s review of the factors that affected the Company’s financial and operating performance for the year ended December 31, 2020. This MD&A was written to comply with the requirements of National Instrument 51102 – Continuous Disclosure Obligations . This discussion should be read in conjunction with the audited consolidated financial statements of the Company for the year ended December 31, 2020 and 2019, together with the notes thereto. Results are reported in Canadian dollars, unless otherwise noted. The Company’s consolidated financial statements and the financial information contained in this MD&A are prepared in accordance with International Financial Reporting Standards (“ IFRS ”) as issued by the International Accounting Standards Board (“ IASB ”) and interpretations of the IFRS Interpretations Committee. In the opinion of management, all adjustments (which consist only of normal recurring adjustments) considered necessary for a fair presentation have been included. Information contained herein is presented as of April 30, 2021, unless otherwise indicated.
For the purposes of preparing this MD&A, management, in conjunction with the Board of Directors (the “ Board ”), considers the materiality of information. Information is considered material if: (i) such information results in, or would reasonably be expected to result in, a significant change in the market price or value of the Company common shares; (ii) there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision; or (iii) it would significantly alter the total mix of information available to investors. Management, in conjunction with the Board, evaluates materiality with reference to all relevant circumstances, including potential market sensitivity.
Further information about the Company and its operations is available on the Company’s website at www.goldentag.ca or on SEDAR at www.sedar.com .
This MD&A contains forward-looking information as further described in the "Cautionary Note Regarding Forward-Looking Statements" at the end of this MD&A. Please also make reference to those risk factors identified or otherwise indirectly referenced in the “Risks and Uncertainties” section below.
Description of Business and Nature of Operations
The Company is incorporated under the Canada Business Corporations Act and is in the process of exploring its mineral properties and has not yet determined whether those properties contain ore reserves that are economically recoverable. The address of the Company’s registered office and its principal place of business are 22 Adelaide Street West, Suite 2020, Bay Adelaide Centre, Toronto, Ontario, Canada. The Company’s shares are listed on the TSX Venture Exchange (" TSXV "), trading under the symbol “GOG” and on the OTCQB Venture Market (“ OTCQB ”), trading under the symbol “GTAGF”.
Traditionally, much of Golden Tag’s exploration activity was involved in the search for and definition of gold in eastern Canada’s classical greenstone belts, however, the Company has expanded its exploration activities to include Mexico. The Company currently holds a 100% interest in the San Diego property in Durango State, Mexico.
- 2 -
Golden Tag Resources Ltd. Management’s Discussion & Analysis Year Ended December 31, 2020 Dated: April 30, 2021
Financial and Operating Highlights
Key Developments
In May and June 2020, the Company closed a private placements pursuant to which it issued an aggregate of 20,000,000 units at a price of $0.05625 per unit for gross proceeds for $1,125,000. Each unit consists of one common share in capital of the Company and one-half common share purchase warrant entitling its holder to purchase one common share of the Company at a price per share of $0.075. In connection with the private placement, fees were paid consisting of a cash payment of $24,350 and the issuance of 392,005 broker warrants. Each whole broker warrant entitles the holder to acquire one unit for $0.05625 for a period of two years from the date of issuance. All securities issued were subject to a four-month hold period.
On May 28, 2020, the Company announced the resignation of Bruce Robbins as a Director and interim Chief Executive Officer (“CEO”) and of Marc Carrier as a Director, President and Chief Financial Officer (“CFO”) of the Company. Concurrently, the Company announced the appointment of Greg McKenzie as President and CEO and as a Director of the Company. In addition, Carmelo Marrelli was appointed as CFO of the Company and Will Ansley was appointed as Vice President of Corporate Development and Investor Relations.
On May 28, 2020, the Company granted options to acquire a total of 1,500,000 common shares of the Company to officers at the exercise price of $0.08 per share for a period of five years. The options vested immediately.
On June 18, 2020, the Company announced the appointment of Tom English as a Director of the Company.
On June 30, 2020, the Company granted options to acquire a total of 1,000,000 common shares of the Company to directors at the exercise price of $0.125 per share for a period of five years. The options vested immediately.
On July 17, 2020, David Rigg and Jamie Levy, former directors of the Company, each exercised 500,000 options at $0.05 per share and expiry date of December 1, 2022 for an aggregate gross proceeds of $50,000.
On July 24, 2020, the Company announced the resignation of James Levy as a director of the Company effective immediately .
On July 24, 2020, 880,000 warrants with an exercise price of $0.12 expired unexercised .
On August 4, 2020, shareholders of the Company approved the following at the annual general and special meeting of shareholders: (a) a new 10% rolling stock option plan; (b) the repealing and replacing of general bylaws governing the business and affairs of the Company; (c) the amendment to the articles of continuance of the Company dated July 11, 1995 (the “Articles”), changing the province of the Company’s registered office from Quebec to Ontario; and (d) an amendment to the Articles to permit the directors of the Company to increase the size of the Board by up to one-third (1/3) of the number of directors elected at the last previous shareholders’ meeting.
- 3 -
Golden Tag Resources Ltd. Management’s Discussion & Analysis Year Ended December 31, 2020 Dated: April 30, 2021
At the annual and general meerting of shareholders on August 4, 2020, Dwayne Melrose was elected to the Company's board of directors, replacing David Rigg.
On August 14, 2020, the Company closed a private placement pursuant to which it issued 25,000,000 units at a price of $0.28 per unit for gross proceeds for $7,000,000. Each unit consists of one common share in capital of the Company and one-half common share purchase warrant. Each whole warrant entitles its holder to purchase one common share at a price per share of $0.40 for a period of 2 years. The warrants contain an acceleration provision whereby if the closing price of the Common Shares on the TSXV is $0.70 or more for 10 consecutive trading days the Company will have the right to accelerate the expiry date of the warrants. In connection with the private placement, the Company paid eligible finders aggregate fees consisting of a cash payment of $345,756 and the issuance of 1,198,130 broker warrants. Each whole broker warrant entitles the holder to acquire one unit for $0.28 for a period of two years from the date of issuance. All securities issued were subject to a four-month hold period. Mr. Eric Sprott, through 2176423 Ontario Ltd., a corporation beneficially controlled by him, subscribed for 42.8% or 10,700,550 units in the private placement. Immediately after closing of the private placement, Mr. Sprott owned or controlled 29,326,482 common shares and 13,628,075 common share purchase warrants representing approximately 18.6% on a non-diluted basis and 25.2% on a partially diluted basis assuming exercise of all pre-existing warrants.
On August 31, 2020, the Company granted 9,900,000 stock options to management and directors at a price of $0.33 per share which vest over time and are exercisable for a period of up to 5 years.
On October 8, 2020, the Company added Rafael Puente as Exploration Manager, Mexico to the technical team and granted him 200,000 stock options, each of which is exercisable to purchase one common share of the Company at a price of $0.36 per share until October 8, 2025. The options vested immediately.
On November 5, 2020, the Company announced that after successfully completing the application process, the Company was approved for quotation on the OTCQB operated by the OTC Market Groups. The Company's common shares started trading on the OTCQB on November 5, 2020 at the opening of the market under the stock symbol "GTAGF" and will remain listed on the TSXV under the ticker symbol "GOG".
During the year ended December 31, 2020, a total of 9,690,00 warrants were exercised for aggregate gross proceeds of $1,032,800.
During the year ended December 31, 2020, a total of 1,700,000 options were exercised for aggregate gross proceeds of $85,000.
During the year ended December 31, 2020, the Company sold 19,900 shares of Rubicon Minerals Corporation for gross proceeds of $21,401.
Trends and Economic Conditions
Management regularly monitors economic conditions, estimates their impact on the Company’s operations and incorporates these estimates in both short-term operating and longer-term strategic decisions.
- 4 -
Golden Tag Resources Ltd. Management’s Discussion & Analysis Year Ended December 31, 2020 Dated: April 30, 2021
Due to the worldwide COVID-19 pandemic, material uncertainties may arise that could influence management’s going concern assumption. Management cannot accurately predict the future impact COVID-19 may have on:
-
Global silver prices;
-
Demand for silver and the ability to explore for silver;
-
The severity and the length of potential measures taken by governments to manage the spread of the virus, and their effect on labour availability and supply lines;
-
Availability of government supplies, such as water and electricity;
-
Purchasing power of the Canadian dollar, United States dollar and Mexican Peso; and
-
The Company’s ability to obtain funding on favourable terms, or at all.
At the date of this MD&A, the Canadian federal government and the Mexican government have not introduced measures that have directly impeded the operational activities of the Company. The Company was required to implement certain new working procedures at the San Diego project, but without significant impact on operations. From time to time various Mexican government facilities have closed temporarily, however management believes businesses will continue to be allowed to operate and, accordingly, the current situation has not impacted management’s going concern assumption. However, it is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Company in future periods.
Apart from these and the risk factors described under the heading “Risks and Uncertainties”, management is not aware of any other trends, commitments, events or uncertainties that would have a material effect on the Company’s business, financial condition or results of operations.
See “Cautionary Note Regarding Forward-Looking Statements” below.
Outlook
The Company intends to continue exploring the San Diego property in Durango State, Mexico. In addition, management will review project submissions, and conduct independent research, to identify projects in such jurisdictions and commodities as it may consider attractive and may consider or seek a transaction or investment with the owner of such project.
There is no assurance that funding, including equity capital, will be available to the Company in the future in the amounts or at the times desired or on terms that are acceptable to the Company, if at all. See “Risks and Uncertainties” below.
- 5 -
Golden Tag Resources Ltd. Management’s Discussion & Analysis Year Ended December 31, 2020 Dated: April 30, 2021
Selected Annual Financial Information
| Year Ended December 31, 2020 ($) |
Year Ended December 31, 2019 ($) |
Year Ended December 31, 2018 ($) |
|
|---|---|---|---|
| Revenues | - | - | - |
| Finance income | 8,932 | 3,627 | 103 |
| Net loss | (5,139,978) | (470,181) | (644,873) |
| Net lossper share - basic | (0.04) | (0.01) | (0.01) |
| Net lossper share - diluted | (0.04) | (0.01) | (0.01) |
| As at December 31, 2020 ($) |
As at December 31, 2019 ($) |
As at December 31, 2018 ($) |
|
| Total assets | 8,900,793 | 1,589,396 | 666,130 |
| Total non-current financial liabilities | nil | nil | nil |
| Distribution or cash dividends | nil | nil | nil |
-
The net loss for the year ended December 31, 2020, consisted primarily of management and consulting fees of $1,309,479, mineral property expenses of $246,610, professional fees of $247,041, stock-based compensation of $2,983,557 and promotion costs of $106,147.
-
The net loss for the year ended December 31, 2019, consisted primarily of management and consulting fees of $145,000, mineral property expenses of $71,128, professional fees of $71,332 and realized loss on sale of marketable securities of $79,309.
-
The net loss for the year ended December 31, 2018, consisted primarily of management and consulting fees of $145,000, professional fees of $85,593, mineral property expenses of $66,328, stock-based compensation of $74,213, loss on sale of marketable securities of $122,900 and unrealized loss on change in fair value of marketable securities of $92,300.
-
As the Company has no recurring revenue, its ability to fund its operations is dependent upon securing financing. See “Trends” above and “Risk Factors” below.
Environmental Contingency
The Company’s operations are subject to governmental laws and regulations regarding environmental protection. Environments consequences, their impact and their duration are difficult to determine. To the best of its knowledge, management believes that the Company’s operations are in compliance with all applicable laws and regulations. Provisions for estimated costs are recorded when environmental remedial efforts are likely and costs can be reasonably estimated.
- 6 -
Golden Tag Resources Ltd. Management’s Discussion & Analysis Year Ended December 31, 2020 Dated: April 30, 2021
Off-Balance Sheet Arrangements
As of the date of this filing, the Company does not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on the results of operations or financial condition of the Company including, without limitation, such considerations as liquidity and capital resources that have not previously been discussed.
Proposed Transactions
There are no proposed transactions of a material nature being considered by the Company. The Company continues to evaluate properties and corporate entities that it may acquire in the future.
Selected Quarterly Information
| Three Months Ended | Total Revenue ($) |
Profit or Loss | Profit or Loss | Total Assets ($) |
|---|---|---|---|---|
| Total ($) |
Basic and Diluted Loss Per Share(9) ($) |
|||
| 2019-March 31 | - | (55,808) (1) | (0.00) | 604,380 |
| 2019-June 30 | - | (223,930) (2) | (0.00) | 383,224 |
| 2019-September 30 | - | (56,308) (3) | (0.00) | 1,712,833 |
| 2019-December 31 | - | (134,135) (4) | (0.00) | 1,589,396 |
| 2020-March 31 | - | (192,670) (5) | (0.00) | 1,384,035 |
| 2020-June 30 | - | (396,257) (6) | (0.00) | 2,336,903 |
| 2020-September 30 | - | (3,245,148) (7) | (0.02) | 9,402,609 |
| 2020-December 31 | - | (1,305,903) (8) | (0.01) | 8,900,793 |
(1) Net loss of $55,808 principally relates to management and consulting fees of $36,250, professional fees of $8,223, office expenses and sundry of $8,761, listing, filing and transfer agency fees of $8,876, promotion and travel fees of $565, rent expense of $3,173, mineral property expenses of $21,313 and foreign exchange of $1,121. These costs were offset by finance income of $3, gain on sale of marketable securities of $21,871 and unrealized gain on change in fair value of marketable securities of $10,600.
(2) Net loss of $223,930 principally relates to administrative costs of $1,783, listing, filing and transfer agency fees of $1,027, management and consulting fees of $36,250, mineral property expenses of $18,018, professional fees of $32,498, rent of $3,173, shareholder information of $1,057, realized loss on sale of marketable securities of $5,245 and unrealized loss on change in fair value of marketable securities of $127,175. These costs were offset by foreign exchange of $2,293 and finance income of $2
(3) Net loss of $56,308 principally relates to administrative costs of $14,194, foreign exchange of $3,283, listing, filing and transfer agency fees of $7,565, mineral property expenses of $17,641, professional fees of $8,668, rent of $3,172, shareholder information of $3,715 and realized loss on sale of marketable
- 7 -
Golden Tag Resources Ltd. Management’s Discussion & Analysis Year Ended December 31, 2020 Dated: April 30, 2021
securities of $2,399. These costs were offset by finance income of $149 and unrealized gain on change in fair value of marketable securities.
(4) Net loss of $134,135 principally relates to administrative costs of $4,177, foreign exchange of $39,461, listing, filing and transfer agency fees of $1,883, management and consulting fees of $36,250, mineral property expenses of $14,157, professional fees of $3,173, shareholder information of $606, stock-based compensation of $8,542 and realized loss on sale of marketable securities of $69,761. These costs were offset by finance income of $3,473 and unrealized gain on change in fair value of marketable securities of $62,345.
(5) Net loss of $192,670 principally relates to management and consulting fees of $36,250, professional fees of $25,274, office expenses and sundry of $4,868, listing, filing and transfer agency fees of $6,817, promotion and travel fees of $360, rent expense of $3,173, mineral property expenses of $47,315, foreign exchange of $8,333 and unrealized loss on change in fair value of marketable securities of $63,215. These costs were offset by finance income of $2,927 and gain on sale of marketable securities of $8.
(6) Net loss of $396,257 principally relates to administrative costs of $6,240, foreign exchange of $679, listing, filing and transfer agency fees of $7,031, management and consulting fees of $211,586, mineral property expenses of $18,023, professional fees of $60,249, rent of $3,171, shareholder information of $4,985 and stock-based compensation of $175,153. These costs were offset by finance income of $793 and unrealized gain on change in fair value of marketable securities of $90,067.
(7) Net loss of $3,245,148 principally relates to stock based compensation of $2,725,819, management and consulting fees of $321,528, rent expense of $46,020, promotion costs of $41,643, professional fees of $40,199, mineral property expenses of $19,179, foreign exchange of $18,198, unrealized loss on change in fair value of marketable securities of $16,808, shareholder information of $6,884, administrative costs of $5,137 and listing, filing and transfer agency fees of $5,077. These costs were offset by finance income of $1,344.
(8) Net loss of $1,305,903 principally relates to administrative costs of $21,179, foreign exchange of $17,107, listing, filing and transfer agency fees of $28,608, management and consulting fees of $740,115, mineral property expenses of $162,093, professional fees of $121,319, rent of $34,515, salaries of $61,250, shareholder information of $1,728, stock-based compensation of $82,585 and promotion costs of $64,504. These costs were offset by finance income of $3,868 and unrealized gain on change in fair value of marketable securities of $25,232.
(9) Per share amounts are rounded to the nearest cent, therefore aggregating quarterly amounts may not reconcile to year-to-date per share amounts.
Financial Highlights
Three months ended December 31, 2020 compared with three months ended December 31, 2019
The Company’s net loss totaled $1,305,903 for the three months ended December 31, 2020, with basic and diluted loss per share of $0.01. This compares with a net loss of $134,135 with basic and diluted loss
- 8 -
Golden Tag Resources Ltd. Management’s Discussion & Analysis Year Ended December 31, 2020 Dated: April 30, 2021
per share of $0.00 for the three months ended December 31, 2019. The Company had no revenue in both periods presented. The increase in net loss was principally due to:
-
Management and consulting fees increased in the three months ended December 31, 2020, to $740,115 compared with $36,250 for the same period in 2019, primarily due to change of management during the current period.
-
Professional fees increased in the three months ended December 31, 2020, to $121,319 compared with $21,943 for the same period in 2019, primarily due to higher corporate activity requiring external professional support services.
-
Stock based payments increased in the three months ended December 31, 2020, to $82,585 compared with $nil for the same period in 2019. The increase is due to 200,000 stock options granted in the three months ended December 31, 2020 compared to nil during the three months ended December 31, 2019. The stock options all vested immediately.
-
Mineral property expenses of $162,093 for the three months ended December 31, 2020, is higher than mineral property expenses of $14,157 for the three months ended December 31, 2020. Refer to the heading “Liquidity and Capital Resources” below for a summary of the Company’s exploration program.
-
Unrealized gain on change in fair value of marketable securities decreased in the three months ended December 31, 2020, to $25,232 compared with an unrealized gain of $62,345 for the same period in 2019. The decrease in unrealized gain was due to the change in fair value of marketable securities.
-
All other expenses related to general working capital purposes.
Year ended December 31, 2020 compared with year ended December 31, 2019
The Company’s net loss totaled $5,139,978 for the year ended December 31, 2020, with basic and diluted loss per share of $0.04. This compares with a net loss of $470,181 with basic and diluted loss per share of $0.01 for the year ended December 31, 2019. The Company had no revenue in both periods presented. The increase in net loss was principally due to:
-
Management and consulting fees increased in the year ended December 31, 2020, to $1,309,479 compared with $145,000 for the same period in 2019, primarily due to change of management during the current period and severance payment to former CFO of $145,000 paid in the year ended December 31, 2020.
-
Professional fees increased in the year ended December 31, 2020, to $247,041 compared with $71,332 for the same period in 2019, primarily due to higher corporate activity requiring external professional support services.
-
9 -
Golden Tag Resources Ltd. Management’s Discussion & Analysis Year Ended December 31, 2020 Dated: April 30, 2021
-
Stock based payments increased in the year ended December 31, 2020, to $2,983,557 compared with $8,542 for the same period in 2019. The increase is due to 12,600,000 stock options granted in the year ended December 31, 2020 compared to nil during the year ended December 31, 2019. The stock options all vested immediately.
-
Mineral property expenses of $246,610 for the year ended December 31, 2020, is higher than mineral property expenses of $71,128 for the year ended December 31, 2019. Refer to the heading “Liquidity and Capital Resources” below for a summary of the Company’s exploration program.
-
Unrealized gain on change in fair value of marketable securities increased in the year ended December 31, 2020, to $35,276 compared with an unrealized gain of $9,975 for the same period in 2019. The increase in unrealized gain was due to the change in fair value of marketable securities.
-
All other expenses related to general working capital purposes.
The Company’s total assets at December 31, 2020 were $8,900,793 (December 31, 2019 - $1,589,396) against total liabilities of $778,499 (December 31, 2019 - $21,225). The increase in total assets of $7,311,397 resulted from cash proceeds of $8,125,000 from the private placements, cash proceeds of $1,032,800 from warrants exercised, cash proceeds of $85,000 from options exercised and cash proceeds from sale of marketable securities of $21,401 which was offset by cash used for share issuance costs of $521,129 and cash spent on exploration and evaluation expenditures and operating costs. The Company has sufficient current assets to pay its existing liabilities of $778,499 at December 31, 2020.
Liquidity and Capital Resources
The Company believes that its cash and cash equivalents of approximately $8M as at December 31, 2020 is adequate to cover current expenditures and exploration expenses for the coming year.
The Company may, from time to time, when marketing and financing conditions are favourable, seek additional financing to fund exploration and property acquisition projects.
The Company has commenced evaluating strategic opportunities to add shareholder value through merger and acquisitions or by acquiring projects directly. The Company will focus primarily on silver projects and opportunities in the Americas, however, the Company may explore opportunities in other regions or with a focus on minerals other than or in addition to silver if advantageous to the Company. The activities of the Company are financed through the completion of equity transactions such as equity offerings and the exercise of stock options and warrants. There is no assurance that equity capital will be available to the Company in the future in the amounts or at the times desired or on terms that are acceptable to the Company, if at all. See “Risks and Uncertainties” below.
As of December 31, 2020, and to the date of this MD&A, the cash resources of the Company are held with certain Canadian chartered banks.
- 10 -
Golden Tag Resources Ltd. Management’s Discussion & Analysis Year Ended December 31, 2020 Dated: April 30, 2021
Regardless of whether the Company discovers a significant silver deposit, its working capital of $8,122,294 at December 31, 2020 is anticipated to be adequate for it to continue operations for the twelve-month period ending December 31, 2021.
Cash Flows
At December 31, 2020, the Company had cash and cash equivalents of $8,401,157. The increase in cash and cash equivalents of $7,129,606 from the December 31, 2019 cash and cash equivalents balance of $1,271,551 was a result of cash outflows in operating activities of $1,602,617, cash inflows in investing activities of $21,401 and cash inflows in financing activities of $8,721,671.
Operating activities were affected by adjustments of realized gain on sale of marketable securities of $8, unrealized gain on change in fair value of marketable securities of $35,276, stock based compensation of $2,983,557, foreign exchange of $278, and net change in non-cash working capital balances of $589,366 because of an increase in sale taxes receivable of $48,574, an increase in prepaid expenses of $119,334 and an increase in trade payables of $757,274.
Cash provided by investing activities was $21,401 for the year ended December 31, 2020. This related to proceeds from sale of marketable securities of $21,401.
Cash provided by financing activities was $8,721,671 for the year ended December 31, 2020. Financing activities were affected by the proceeds from private placements of $8,125,000, proceeds from warrants exercised of $1,032,800 and proceeds from options exercised of $85,000, which was offset by share issue costs of $521,129.
Mineral Exploration Properties
Property Description
San Diego Property, Mexico:
Golden Tag owns a 100% interest in the San Diego Property. The project has been advanced through various exploration programs between 2005 and 2016 which included 6 Phases of surface diamond drilling totaling 32,933 meters.
The San Diego Property consists of 4 mining concessions (91.65 hectares) in the Municipality of Cuencame, Durango State, Mexico. It is located approximately 75 km southwest of the city of Torreon, Mexico and is 12 km northeast of Peñoles Velardeña Mine. The Peñoles non-ferrous metallurgical complex (smelting and refining) is in Torreon. The property can be accessed via a 10 km dirt road from the village of San Diego, which is only 5 km east of Highway 400 and Federal Road 49.
The property lies within the Velardeña Mining District where several mines have produced silver, zinc, lead and gold over the past century from polymetallic mineralization associated with intermediate to felsic intrusive bodies. The mineral deposits of the Velardeña Mining District consist primarily of quartz-calcite
- 11 -
Golden Tag Resources Ltd. Management’s Discussion & Analysis Year Ended December 31, 2020 Dated: April 30, 2021
veins with associated silver, lead, zinc, gold and copper mineralization typical of the polymetallic, intrusive related skarn and low-sulfidation epithermal deposits of northern Mexico.
A Mineral Resource Estimate (Table 1 and 2) was completed by SGS Canada and an Independent Technical Report prepared in accordance with National Instrument 43-101 Standards of Disclosure for Mineral Projects of the Canadian Securities Administrators (“NI 43-101”) was published in April 2013. This report is available on the Company web site as well as at www.sedar.com. The Estimated Indicated and Inferred Resources at San Diego include:
-
Indicated Resources of 16.5 Million tonnes grading 60 g/t Ag, 0.71% Pb and 1.22% Zn
-
Inferred Resources of 42 Million tonnes grading 62 g/t Ag, 0.90 % Pb and 1.31% Zn
SGS Canada also recognized that there is Additional Target Potential of between 20 to 50 million tonnes grading 100 to 150 g/t silver equivalent. This Additional Target Potential is conceptual in nature as there has been insufficient exploration to define a mineral resource and it is uncertain if further exploration will result in the target being delineated as a mineral resource.
Table 1 . Summary of Resources in 23 Mineralized Zones on the San Diego Property (SGS, 2013)
| SAN DIEGO | CoG(1) |
Indicated Resources | Indicated Resources | Indicated Resources | Indicated Resources | Indicated Resources | Indicated Resources | Inferred Resources | Inferred Resources | Inferred Resources | Inferred Resources | Inferred Resources | Inferred Resources | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| RESOURCE ESTIMATE |
(g/t) | Tonnes (Mt) |
Au g/t |
Ag g/t |
Pb % |
Zn % |
Ag.EQ(2) g/t |
Ag Oz (M) |
Tonnes (Mt) |
Au g/t |
Ag g/t |
Pb % |
Zn % |
Ag.EQ(2) g/t |
Ag Oz (M) |
| Fernandez Zone | |||||||||||||||
| Endoskarn Fringe |
52(1) | 9.3 | 0.06 | 55 | 0.59 | 1.33 | 100 | 16.5 | 9.6 | 0.04 | 57 | 0.6 | 1.3 | 101 | 17.4 |
| 52 | 5.5 | 0.06 | 43 | 0.74 | 0.89 | 83 | 7.6 | 19.1 | 0.05 | 41 | 0.7 | 0.97 | 81 | 25.1 | |
| Sub-total | 14.8 | 0.06 | 51 | 0.65 | 1.17 | 94 | 24.1 | 28.7 | 0.05 | 46 | 0.7 | 1.08 | 88 | 42.4 | |
| Vein & Mantos | Zones | Indicated Resources | Inferred Resources | ||||||||||||
| Trovador Montanez (3) Vein Zones (17) Oxide Zones |
52 | 0.29 | 0.09 | 87 | 0.72 | 4.15 | 194 | 0.81 1.82 2.80 |
4.41 | 0.04 | 68 | 0.9 | 1.55 | 124 | 9.6 |
| 125 | 0.56 | 0.31 | 101 | 1.36 | 1.43 | 170 | 1.57 | 0.18 | 91 | 1.5 | 1.9 | 174 | 4.6 | ||
| 52 - 125 |
0.53 | 0.14 | 166 | 1.38 | 1.03 | 227 | 7.12 | 0.14 | 109 | 1.7 | 1.99 | 200 | 25.0 | ||
| 133 | 0.31 | 0.43 | 211 | 1.15 | 0.9 | 234 | 2.11 | 0.29 | 0.43 | 238 | 0.8 | 0.91 | 261 | 2.2 | |
| Sub-total | 1.69 | 0.24 | 139 | 1.22 | 1.68 | 204 | 7.54 | 13.39 | 0.12 | 96 | 1.40 | 1.81 | 173 | 41.4 | |
| TOTAL RESOURCES (Oxide & Sulfide Zones) |
16.5 | 0.08 | 60 | 0.71 | 1.22 | 105 | 31.6 | 42.0 | 0.07 | 62 | 0.9 | 1.31 | 115 | 83.8 |
(1) CoG: Cut-Off Grade; Block Caving/Mechanized Bulk Mining CoG of 52 g/t Ag.EQ. See Table 2 for more details.
(2 ) Ag.EQ: Silver Equivalent based on commodity prices applying estimated mill and smelter recoveries as per Table 2.
(3) Totals may not add up correctly due to rounding.
Cautionary Statement: Mineral Resources that are not mineral reserves do not have demonstrated economic viability.
- 12 -
Golden Tag Resources Ltd. Management’s Discussion & Analysis Year Ended December 31, 2020 Dated: April 30, 2021
Table 2 . Parameters used in the San Diego Mineral Resource Estimate (SGS, 2013)
| Parameters | Silver | Silver | Lead | Zinc | Gold | Copper |
|---|---|---|---|---|---|---|
| Metal Pricing (1) | $28.10/oz | $1.00/lb | $0.96/lb | $1,455/oz | $3.65/lb | |
| Sulfides - Net Recoveries | 64.9% | 76.4% | 57.5% | 0.0% | 0.0% | |
| Conversion Factor to AgEQ g/t(2) | 1.0 | 1% = 28.7 | 1% = 20.8 | - | - | |
| Oxides - Net Recoveries | 60.5% | 0.0% | 0.0% | 62.5% | 0.0% | |
| Conversion FactortoAgEQ g/t (2) | 1.0 | - | - | 53.4% | - | |
| Potential Mining Methods | Cut-Off Grades(COG) | Minimum Horizontal Mining Width (m) | ||||
| $/t(3) | Ag.EQ (g/t) | |||||
| COG 133 Narrow vein Shrinkage- Oxide | $73 | 133 | 1.0 | |||
| COG 125 Narrow vein Shrinkage | $73 | 125 | 1.0 | |||
| COG 102 LongHole Mining | $60 | 102 | 2.5 | |||
| COG 81 Bulk Mining | $47.50 | 81 | 5.0 | |||
| COG 52 Mechanized Bulk /Block Cave | $30 | 52 | Greater than 5 meters |
(1) $US pricing based on 3-year trailing average.
(2) g/t Ag.EQ with estimated mill and smelter recoveries.
(3) Estimated mining cost (US$/t) in Mexico.
After the closure of the acquisition agreement with Golden Minerals late in 2016, the Company has taken steps to better establish its operations in Mexico. Golden Tag continues planning for future work programs and is advancing studies based on the 3-D modelling completed with the resource evaluation of SGS Canada. There are quite a few avenues of approach being evaluated and planned which include diamond drill programs to increase resources in specific areas of the deposit and to upgrade the quality of these resources.
There are several areas which have been identified in the 3D model of each of the 23 zones of mineralization where additional drilling could be conducted to potentially increase tonnage. These areas can occur within the mineralized envelopes where the required drill hole density was not sufficient for classification of these blocks within the zones into the resource categories or along the strike, dip, and plunge extensions of the zones.
During Phase 5 and 6 drilling, many of the zones in the southern portion of the property were intersected at a significant depth but do not have drill holes above these intersections along trend closer to surface. The following zones are projected to continue upwards along trend towards the surface and could be tested by shallower drill holes which could potentially outline mineralization closer to surface:
- 13 -
Golden Tag Resources Ltd. Management’s Discussion & Analysis Year Ended December 31, 2020 Dated: April 30, 2021
| Zone | Strike Length(m) | Untested Vertical Depth(m) | Target |
|---|---|---|---|
| Fernandez(2) | 200 | 0 to450 | Bulk Zone |
| Trovador | 600 | 200 to700 | SulfideVein |
| MS Zone | 300 | 200 to 700 | Sulfide Vein |
| Arroyo | 600 | 0 to200 | Oxide and SulfideVein |
| ElJal | 600 | 0 to200 | Oxide and SulfideVein |
| Lorenzo | 250 | 0 to 700 | Sulfide Vein |
| SouthSkarn | 250 | 0 to700 | SulfideVein |
| Panda | 250 | 0 to 300 | SulfideVein |
| San Jose | 200 | 150 to 400 | Sulfide Vein |
Golden Tag undertook several measures to continue exploration work on the property in 2019 and in 2020 (please refer to News Releases on the San Diego Project - March 25, 2020 & October 15, 2020). The Company negotiated and signed a new 5-year agreement with Ejido San Diego, which has stewardship over surface land usage in the property area. The new agreement allows Golden Tag to conduct all types of exploration activities at San Diego. The Company also completed an environmental impact assessment and filed an application with the Mexican Environmental Agency (SEMARNAT), to drill up to 21 holes on the property. The permit was approved by SEMARNAT on March 13, 2020, granting Golden Tag 2.5 years to complete the proposed work.
Expenditures
Exploration expenditures of $246,610 were incurred in 2020, mainly related to support of the review conducted, the negotiation of an agreement with Ejido San Diego, completing an environmental impact assessment, and maintenance and security on the property. The total spending on the property as at December 31, 2020, including an amount of $792,421 in 2016 to acquire the remaining 50% interest in the property is $8,514,755.
| Summary of exploration expenditures | Year Ended December 31, 2020 ($) |
Year Ended December 31, 2019 ($) |
|---|---|---|
| Consultingfees | 175,503 | 44,597 |
| Salaries and labour | 32,890 | 14,226 |
| Travel | 32,012 | nil |
| Lodgingand expenses | 6,205 | 12,305 |
| Total exploration expenditures | 246,610 | 71,128 |
| Cumulative exploration expenditures since inception | 8,514,755 | 8,268,145 |
- 14 -
Golden Tag Resources Ltd. Management’s Discussion & Analysis Year Ended December 31, 2020 Dated: April 30, 2021
Exploration programs and estimated costs
As announced on October 15, 2020, the Company initiated a 4,500 diamond drill campaign in Q4, 2020 focussed on resource expansion of the existing compliant block model in the Fernandez, 1849, Arroyo and Trovador Zones to test:
-
I. Trovador Zone over a strike length of 400 metres to a vertical depth of 550 metres within an uncharacterized area above known silver-lead-zinc mineralization with historical drill intercepts ranging from 7 to 50 metres.
-
II. 1849 Target within 250 vertical metres located between holes SD-12-49 (20.4 m @ 73 g/t Ag, 1.81% Pb, 0.89% Zn & 14.9 m @ 72 g/t Ag, 1,86% Pb, 1.94% Zn) (1) and SD-07-18 (14.5 m @ 82 g/t Ag, 1.78% Pb, 1.94% Zn & 15.8 m @ 34 g/t Ag, 0.49% Pb, 0.62% Zn)(1) at the projected intersection of the West Contact and East-West Fault Zone, where thicker intervals of silver-lead-zinc mineralization may exist.
-
III. The area above the interpreted upper contact of the broad silver-lead-zinc mineralization within the Fernandez Zone. The top of the Fernandez Zone was interpreted by SGS (in 2013) at a vertical depth of 450 metres below surface, but no drilling has been conducted in this area to verify the upward extent of the zone.
-
IV. Near-surface, higher-grade silver mineralization at the Arroyo Zone within a 525 metre strike length.
==> picture [360 x 252] intentionally omitted <==
Notes: (1) drill intercepts taken from Tables 12 & 15, pages 58-60 & 68-69 of the April 12, 2013 SGS 43-101 report; drill intercepts do not necessarily represent true widths.
- 15 -
Golden Tag Resources Ltd. Management’s Discussion & Analysis Year Ended December 31, 2020 Dated: April 30, 2021
In Q4, 2020 the Company has added Rafael Puente as Exploration Manager, Mexico to the technical team. Mr. Puente is a geologist with over 17 years of experience working in similar roles with companies such as Argonaut Gold, Primero Mining, Cerro Resources, Kings Minerals, and Great Panther Resources.
On April 14, 2021 the Company announced a Project Update, inclusive of the first three diamond drill holes from the ongoing 4,500 metre exploration program. Key highlights included:
-
The current drill campaign has successfully expanded the Fernandez Zone up-dip vertically 40 m toward surface and 20 m to the south. Hole 21-53 intersected 50.17 m grading 104.64 g/t Ag.Eq (from 434.66 m to 484.83 m). The Fernandez Zone remains open above hole 21-53.
-
Hole 20-51 encountered 127.3 m of skarn / Fernandez style mineralization within two zones located close to surface, intersecting 35.46 m grading 52.50 g/t Ag.Eq (from 93.20 m to 128.66 m downhole), and 91.84 m grading 49.48 g/t Ag.Eq downhole (from 202.66 m to 294.50 m). These zones are located 365 m above the top of the current Fernandez Zone resource envelope.
-
Historical hole 07-24 intersected 50.15 m grading 49.56 g/t Ag.Eq (from 19.80 m to 69.95 m) has been interpreted to be the extension of the Fernandez skarn mineralization encountered in hole 20-51 (collared 5 m to the east of 20-51, drilled 65 m up-dip to the north).
-
These broad zones of near surface silver mineralization have been further tested through holes 21-57 and 21-58, with the objective of potentially developing a new zone above the top of the current Fernandez Zone resource.
(1) All results are rounded. Assays are uncut and undiluted. Widths are core-lengths, not true widths as a full interpretation of actual orientation of mineralization is not complete. Intervals of skarn, massive sulphide or stockwork quartz-sulphide vein mineralization to a vertical depth of 300 m were chosen based on a 25 g/t Ag.Eq cutoff with no more than 9 m of dilution and below 300 m were chosen based on a 53 g/t Ag.EQ cutoff with no more than 4 m of dilution. Silver equivalent: Ag.Eq g/t was calculated using 3-year trailing average commodity prices of $17.75/oz Ag, $0.90/lb Pb, $1.20/lb Zn, $1500/oz Au, and $2.85/lb Cu. The calculations assume 100% metallurgical recovery and are indicative of gross in-situ metal value, the Company is planning to perform additional metallurgical studies later in 2021.
Technical Information
Bruce Robbins, P.Geo., is the “qualified person”, within the meaning of NI 43-101, who has approved all scientific and technical information disclosed in this MD&A.
Capital management policies and procedures
When managing capital, the Company’s objective is to ensure the entity continues as a going concern as well as to maintain optimal returns to shareholders and benefits for other stakeholders. The Company’s capital items are cash and cash equivalents, marketable securities and share capital. Management adjusts the capital structure as necessary in order to support the acquisition, exploration and development of mineral properties. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company’s management team to sustain the future development of the business.
The property in which the Company currently has an interest is in the exploration stage. As such the Company is dependent on external financing to fund its activities. In order to carry out the planned exploration and pay for administrative costs, the Company will spend its existing working capital and raise
- 16 -
Golden Tag Resources Ltd. Management’s Discussion & Analysis Year Ended December 31, 2020 Dated: April 30, 2021
additional amounts as needed. The Company will continue to assess new properties and seek to acquire an interest in additional properties if it feels there is sufficient potential and if it has adequate financial resources to do so. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is appropriate.
There were no changes in the Company’s approach to capital management during the year ended December 31, 2020. The Company is not subject to externally imposed capital requirements.
Financial instruments risks
The Company is exposed to various risks in relation to financial instruments. The Company's financial assets and liabilities by category are summarized in note 3 in the Company’s consolidated financial statements. The main types of risks are market risk, credit risk and liquidity risk. The Company's risk management is coordinated in close cooperation with the Board of Directors, and focuses on actively securing the Company's short to medium-term cash flows by minimizing the exposure to financial markets. The Company does not actively engage in the trading of financial assets for speculative purposes.
The most significant financial risks to which the Company is exposed are described below. The Company is exposed to market risk through its use of financial instruments and specifically to currency risk and market risk on the marketable securities. No changes were made in the objectives, policies and processes during the reporting periods.
Foreign currency risk
Most of the Company's transactions are carried out in Canadian dollars. Exposures to currency exchange rates arise from the Company's expenses in foreign currency, which are primarily denominated in US dollars and Mexican Pesos since a portion of the Company’s expenditures related to exploration and evaluation activities are incurred in US dollars and Mexican Pesos. The Company does not enter into arrangements to hedge its foreign exchange risk.
Financial instruments denominated in foreign currency are as follows:
| Short term exposure – US Dollars | December 31, 2020 ($) |
December 31, 2019 ($) |
|---|---|---|
| Cash and cash equivalents | 423,799 | 7,559 |
| Tradepayables | (1,675) | (8,628) |
| Total | 422,124 | (1,069) |
- 17 -
Golden Tag Resources Ltd. Management’s Discussion & Analysis Year Ended December 31, 2020 Dated: April 30, 2021
| Short term exposure – Mexican Pesos | December 31, | December 31, 2019 ($) |
|---|---|---|
| 2020 | ||
| ($) | ||
| Cash and cash equivalents | 38,599 | 12,034 |
| Tradepayables | nil | (82,667) |
| Total | 38,599 | (70,633) |
At December 31, 2020, with other variables unchanged, a 10% change in the US/CDN and Peso/CDN exchange rate would impact pre-tax income by approximately $53,745 and $247, respectively (2019 - $107 and $486, respectively). Exposure to foreign exchange rates varies during the period depending on the volume of foreign transaction.
Credit risk
The Company's maximum exposure to credit risk is limited to the carrying amount of financial assets. The credit risk is considered negligible, since the counterparties are reputable banks with high quality external credit ratings.
Liquidity risk
Liquidity risk management serves to maintain a sufficient amount of cash and cash equivalents and to ensure that the Company has financing sources such as private and public investments for a sufficient amount.
The Company's liabilities have contractual maturities as summarized below:
| December 31, 2020 ($) |
December 31, 2019 ($) |
|
|---|---|---|
| Tradepayables | 778,499 | 21,225 |
The above amounts reflect the contractual undiscounted cash flows, which may differ from the carrying values of the liabilities at the reporting date. Where the counterparty has a choice of when an amount is paid, the liability has been included on the earliest date on which payment can be required.
Related Party Transactions
The Company's related parties include private companies controlled by directors and joint key management, as described below. Unless otherwise stated, none of the transactions incorporated special terms and conditions and no guarantees were given or received. Outstanding balances are usually settled in cash.
Transactions with key management personnel
Key management personnel of the Company are members of the Board as well as members of key management personnel.
- 18 -
Golden Tag Resources Ltd. Management’s Discussion & Analysis Year Ended December 31, 2020 Dated: April 30, 2021
Remuneration includes the following expenses:
| Year Ended December 31, 2020 ($) |
Year Ended December 31, 2019 ($) |
|
|---|---|---|
| Management and administration fees paid to private companies controlled bydirectors and officers |
1,039,064 | 145,000 |
| Mineral properties expenditures paid to private companies controlled bydirectors |
16,886 | 37,524 |
| Professional fees paid to private companies controlled bydirectors and officers |
286,086 | nil |
| Listing, filing and transfer agency fees paid to private companies controlled byofficers |
5,437 | nil |
| Stock based compensation | 2,933,559 | nil |
| Total | 4,338,827 | 182,524 |
Included in management and administration fees paid to private companies controlled by directors and officers for the year ended December 31, 2020 is $217,499 paid to a private company controlled by the former Chief Financial Officer according to the executive services agreement as a severance payment. This is a non-recurrent payment.
Included in trade payables are amounts due to companies owned and controlled by key management personnel of $569,744 and to directors of $23,006 (2019 - $819 and $60).
Of the 20,000,000 units issued during 2020 as part of the private placement completed during the three months ended June 30, 2020, members of management subscribed for an aggregate of 6,333,500 units.
Of the 25,000,000 units issued during 2020 as part of the private placement completed during the three months ended September 30, 2020, Eric Sprott, through 2176423 Ontario Ltd., a corporation beneficially controlled by him, subscribed for 10,700,550 units.
Of the 30,000,000 units issued during 2019 as part of the private placement, members of management and the Board of Directors subscribed for an aggregate of 2,800,000 units.
New Standard Adopted During The Year
IAS 1 - Presentation of Financial Statements
IAS 1 sets out the overall requirements for financial statements, including how they should be structured, the minimum requirements for their content and overriding concepts such as going concern, the accrual basis of accounting and the current/non-current distinction. The standard requires a complete set of financial statements to comprise a statement of financial position, a statement of profit or loss and other comprehensive income, a statement of changes in equity and a statement of cash flows. IAS 1 has been
- 19 -
Golden Tag Resources Ltd. Management’s Discussion & Analysis Year Ended December 31, 2020 Dated: April 30, 2021
revised to incorporate a new definition of “material” and IAS 8 has been revised to refer to this new definition in IAS 1.
The adoption of the standard did not impact the consolidated financial statements.
IAS 8 - Accounting Policies, Changes in Accounting Estimates and Errors
IAS 8 is applied in selecting and applying accounting policies, accounting for changes in estimates and reflecting corrections of prior period errors. The standard requires compliance with any specific IFRS applying to a transaction, event or condition, and provides guidance on developing accounting policies for other items that result in relevant and reliable information. Changes in accounting policies and corrections of errors are generally retrospectively accounted for, whereas changes in accounting estimates are generally accounted for on a prospective basis.
The adoption of the standard did not impact the consolidated financial statements.
Share Capital
As at the date of this MD&A, the Company had a total of 168,966,308 common shares issued and outstanding. An additional 60,330,385 common shares are subject to issuance upon exercise of the following: 13,600,000 stock options and 46,730,385 common share purchase warrants. The stock options are each exercisable, when vested, to acquire one common share at exercise prices ranging from $0.05 to $0.36 per common share and with expiry dates ranging from December 1, 2022 to October 15, 2025. The warrants are exercisable to acquire one common share per whole warrant exercised, with exercise prices ranging from $0.05 to $0.40 per common share and with expiry dates ranging from June 27, 2021 to August 14, 2022.
Disclosure of Internal Controls
Management has established processes to provide them with sufficient knowledge to support representations that they have exercised reasonable diligence to ensure that the consolidated financial statements (i) do not contain any untrue statement of material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it is made, and (ii) fairly present in all material respects the financial condition, results of operations and cash flow of the Company, in each case as of the date of and for the periods presented by such statements.
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 - Certification of Disclosure in Issuers’ Annual and Interim Filings (“ NI 52-109 ”), the Venture Issuer Basic Certificate filed by the CEO and CFO of the Company does not include representations relating to the establishment and maintenance of disclosure controls and procedures (“ DC&P ”) and internal control over financial reporting (“ ICFR ”), as such terms are defined in NI 52-109. In particular, the certifying officers filing such certificate are not making any representations relating to the establishment and maintenance of:
-
(i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted
-
20 -
Golden Tag Resources Ltd. Management’s Discussion & Analysis Year Ended December 31, 2020 Dated: April 30, 2021
under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
- (ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with IFRS.
The Company’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in such certificate. Investors should be aware that inherent limitations on the ability of the Company’s certifying officers of a venture issuer to design and implement, on a cost effective basis, DC&P and ICFR may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports required to be provided under securities legislation.
Risks and Uncertainties
The exploration, development and mining of mineral resources are highly speculative in nature and are subject to significant risks. In addition to the usual risks associated with an investment in a business at an early stage of development, management and the directors of the Company believe that, in particular, the following risk factors should be considered by prospective investors. It should be noted that this list is not exhaustive and that other risk factors may apply. An investment in the Company may not be suitable for all investors.
Nature of Mining, Mineral Exploration and Development Projects
Mining operations generally involve a high degree of risk. The Company’s operations are subject to the hazards and risks normally encountered in mineral exploration, including environmental hazards, and unusual or unexpected geological occurrences. Such risks could result in damage to, or destruction of, mineral properties or producing facilities, personal injury, environmental damage, monetary losses and possible legal liability.
Mineral exploration is highly speculative in nature. There is no assurance that exploration efforts will be successful. Even when mineralization is discovered, it may take several years until production is possible, during which time the economic feasibility of production may change.
Substantial expenditures are required to establish proven and probable mineral reserves through drilling. Because of these uncertainties, no assurance can be given that exploration programs will result in the establishment or expansion of mineral resources or mineral reserves. There is no certainty that the expenditures made by the Company towards the search and evaluation of mineral deposits will result in discoveries or development of commercial quantities of ore.
No Revenues
To date the Company has recorded no revenues from operations and the Company has not commenced commercial production on any property. There can be no assurance that significant losses will not occur in the near future or that the Company will be profitable in the future. The Company’s operating expenses and capital expenditures may increase in subsequent years related to consultants, personnel and equipment
- 21 -
Golden Tag Resources Ltd. Management’s Discussion & Analysis Year Ended December 31, 2020 Dated: April 30, 2021
associated with advancing exploration, development and commercial production of the Company’s properties. The Company expects to continue to incur losses unless and until such time as it enters into commercial production and generates sufficient revenues to fund its continuing operations. The development of the Company’s properties will require the commitment of substantial resources to conduct time-consuming development. There can be no assurance that the Company will generate any revenues or achieve profitability.
Foreign Exchange
Exploration is paid in United States dollars in Mexico and consequently, the Company is subject to foreign exchange risks relating to the relative value of the Canadian dollar as compared to the US dollar.
Mineral Resource and Mineral Reserve Estimates may be Inaccurate
There are numerous uncertainties inherent in estimating mineral resources and mineral reserves, including many factors beyond the control of the Company. Such estimates are a subjective process, and the accuracy of any mineral resource or mineral reserve estimate is a function of the quantity and quality of available data and of the assumptions made and judgments used in engineering and geological interpretation. These amounts are estimates only and the actual level of mineral recovery from such deposits may be different.
Title to Properties
The acquisition of title to resource properties is a very detailed and time-consuming process. The Company holds its interest in certain of its properties through mining claims. Title to, and the area of, the mining claims may be disputed. There is no guarantee that such title will not be challenged or impaired. There may be challenges to the title of the properties in which the Company may have an interest, which, if successful, could result in the loss or reduction of the Company’s interest in the properties.
Commodity Price Risk
The ability of the Company to develop its properties and the future profitability of the Company are directly related to the market price of certain minerals.
Government Regulations, Permitting and Taxation
The Company's exploration operations are subject to government legislation, policies and controls relating to prospecting, development, production, environmental protection, mining taxes and labour standards. In order for the Company to carry out its activities, its various licences and permits must be obtained and kept current. There is no guarantee that the Company's licences and permits will be granted, or that once granted will be extended. In addition, the terms and conditions of such licences or permits could be changed and there can be no assurances that any application to renew any existing licences will be approved. There can be no assurance that all permits that the Company requires will be obtainable on reasonable terms, or at all. Delays or a failure to obtain such permits, or a failure to comply with the terms of any such permits that the Company has obtained, could have a material adverse impact on the Company. The Company may be required to contribute to the cost of providing the required infrastructure to facilitate the development of its
- 22 -
Golden Tag Resources Ltd. Management’s Discussion & Analysis Year Ended December 31, 2020 Dated: April 30, 2021
properties. The Company will also have to obtain and comply with permits and licences that may contain specific conditions concerning operating procedures, water use, waste disposal, spills, environmental studies, abandonment and restoration plans and financial assurances. There can be no assurance that the Company will be able to comply with any such conditions. Future taxation of mining operators cannot be predicted with certainty so planning must be undertaken using present conditions and best estimates of any potential future changes.
Health, Safety and Community Relations
The Company’s operations are subject to various health and safety laws and regulations that impose various duties on the Company’s operations relating to, among other things, worker safety and obligations in respect of surrounding communities. These laws and regulations also grant the relevant authorities broad powers to, among other things, close unsafe operations and order corrective action relating to health and safety matters. The costs associated with the compliance with such health and safety laws and regulations may be substantial and any amendments to such laws and regulations, or more stringent implementation thereof, could cause additional expenditure or impose restrictions on, or suspensions of, the Company’s operations. The Company has made, and expects to make in the future, significant expenditure to comply with the extensive laws and regulations governing the protection of the environment, waste disposal, worker safety, mine development and protection of endangered and other special status species, and, to the extent reasonably practicable, to create social and economic benefit in the surrounding communities near the Company’s mineral properties.
Environmental Protection
The mining and mineral processing industries are subject to extensive governmental regulations for the protection of the environment, including regulations relating to air and water quality, mine reclamation, solid and hazardous waste handling and disposal and the promotion of occupational health and safety, which may adversely affect the Company or require it to expend significant funds. There is also a risk that environmental and other laws and regulations may become more onerous, making it more costly for the Company to remain in compliance with such laws and regulations.
Reliance on Key Personnel
The Company’s development to date has largely depended and in the future will continue to depend on the efforts of key management and other key personnel. Loss of any of these people, particularly to competitors, could have a material adverse effect on the Company’s business. Further, with respect to future development of the Company’s projects, it may become necessary to attract both international and local personnel for such development. The marketplace for key skilled personnel is becoming more competitive, which means the cost of hiring, training and retaining such personnel may increase. Factors outside the Company’s control, including competition for human capital and the high level of technical expertise and experience required to execute this development, will affect the Company’s ability to employ the specific personnel required. The failure to retain or attract a sufficient number of key skilled personnel could have a material adverse effect on the Company’s business, results of operations and financial condition. The Company has not taken out and does not intend to take out ‘key person’ insurance in respect of any directors, officers or other employees.
- 23 -
Golden Tag Resources Ltd. Management’s Discussion & Analysis Year Ended December 31, 2020 Dated: April 30, 2021
Global Financial Conditions
Recent global financial conditions have been characterized by increased volatility and access to public financing, particularly for junior mineral exploration companies, has been negatively impacted. These conditions may affect the Company’s ability to obtain equity or debt financing in the future on terms favourable to the Company or at all. If such conditions continue, the Company’s operations could be negatively impacted.
Infrastructure
Mining, processing, development and exploration activities depend, to one degree or another, on adequate infrastructure. Reliable roads, power sources and water supply are important determinants affecting capital and operating costs. Unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of such infrastructure could adversely affect the Company's operations, financial condition and results of operations.
Public Company Obligations
The Company’s business is subject to evolving corporate governance and public disclosure regulations that have increased both the Company’s compliance costs and the risk of non-compliance, which could have a material adverse impact on the Company’s share price.
The Company is subject to changing rules and regulations promulgated by a number of governmental and self-regulated organizations, including the Canadian Securities Administrators, the TSXV, and the International Accounting Standards Board. These rules and regulations continue to evolve in scope and complexity creating many new requirements. The Company’s efforts to comply with rules and obligations could result in increased general and administration expenses and a diversion of management time and attention from revenue-generating activities.
Covid-19 Risks
The worldwide emergency measures taken to combat the COVID-19 pandemic may continue, could be expanded, and could also be reintroduced in the future following relaxation. As governments implement monetary and fiscal policy changes aimed to help stabilize economies and capital markets, we cannot predict legal and regulatory responses to concerns about the COVID-19 pandemic and related public health issues and how these responses may impact our business. The COVID-19 pandemic, actions taken globally in response to it, and the ensuing economic downturn has caused significant disruption to business activities and economies. The depth, breadth and duration of these disruptions remain highly uncertain at this time. Furthermore, governments are developing frameworks for the staged resumption of business activities. As a result, it is difficult to predict how significant the impact of the COVID-19 pandemic, including any responses to it, will be on the global economy and our business. We have outlined these risks in more detail below.
- 24 -
Golden Tag Resources Ltd. Management’s Discussion & Analysis Year Ended December 31, 2020 Dated: April 30, 2021
Strategic & Operational Risks
The ongoing COVID-19 pandemic could adversely impact our financial condition in future periods as a result of reduced business opportunities via acquisitions and dispositions of exploration and development properties. The uncertainty around the expected duration of the pandemic and the measures put in place by governments to respond to it could further depress business activity and financial markets. Our strategic initiatives to advance our business may be delayed or cancelled as a result.
To date, our operations have remained stable under the pandemic but there can be no assurance that our ability to continue to operate our business will not be adversely impacted, in particular to the extent that aspects of our operations which rely on services provided by third parties fail to operate as expected. The successful execution of business continuity strategies by third parties is outside our control. If one or more of the third parties to whom we outsource critical business activities fails to perform as a result of the impacts from the spread of COVID-19, it could have a material adverse effect on our business and operations.
Liquidity risk and capital management
Extreme market volatility and stressed conditions resulting from COVID-19 and the measures implemented to control its spread could limit our access to capital markets and our ability to generate funds to meet our capital requirements. Sustained global economic uncertainty could result in more costly or limited access to funding sources. In addition, while we currently have sources of liquidity, such as cash balances, there can be no assurance that these sources will provide us with sufficient liquidity on commercially reasonable terms in the future. Extreme market volatility may leave us unable to react in a manner consistent with our historical practices.
Market Risk
The pandemic and resulting economic downturn have created significant volatility and declines in financial and commodity markets. Central banks have announced emergency interest rate cuts, while governments are implementing unprecedented fiscal stimulus packages to support economic stability. The pandemic could result in a global recessionary environment with continued market volatility, which may continue to impact our financial condition.
Cautionary Note Regarding Forward-Looking Statements
This MD&A contains certain “forward-looking information” as defined in applicable securities laws (collectively referred to herein as “ forward-looking statements ”). These statements relate to future events or the Company’s future performance. All statements other than statements of historical fact are forwardlooking statements. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “budgeted”, “scheduled”, “estimates”, “continues”, “forecasts”, “projects”, “predicts”, “intends”, “anticipates” or “believes”, or variations of, or the negatives of, such words and phrases, or statements that certain actions, events or results “may”, “could”, “would”, “should”, “might” or “will” be taken, occur or be achieved. The forward-looking statements in this MD&A speak only as of the date of this MD&A or as of the date specified in such statements. The following table outlines certain significant forward-looking statements contained in this MD&A and provides the material assumptions used
- 25 -
Golden Tag Resources Ltd. Management’s Discussion & Analysis Year Ended December 31, 2020 Dated: April 30, 2021
to develop such forward-looking statements and material risk factors that could cause actual results to differ materially from the forward-looking statements.
| Forward-looking statements | Assumptions | Risk factors |
|---|---|---|
| Regardless of whether the Company discovers a significant silver deposit, its working capital of $8,122,294 at December 31, 2020 is anticipated to be adequate for it to continue operations for the twelve-month period ending December 31, 2021 |
The operating and exploration activities of the Company for the twelve-month period ending December 31, 2021, and the costs associated therewith, will be consistent with the Company’s current expectations; and equity markets, exchange and interest rates and other applicable economic conditions will be favourable to the Company |
Unforeseen costs to the Company will arise; ongoing uncertainties relating to the COVID-19 pandemic; any particular operating cost increase or decrease from the date of the estimation; changes in operating and exploration activities; changes in economic conditions; timing of expenditures |
| The Company’s properties may contain economic deposits of minerals |
The actual results of the Company’s exploration and development activities will be favourable; operating, exploration and development costs will not exceed the Company’s expectations; all requisite regulatory and governmental approvals for exploration projects and other operations will be received on a timely basis upon terms acceptable to the Company, and applicable political and economic conditions are favourable to the Company; the price of applicable commodities and applicable interest and exchange rates will be favourable to the Company; no title disputes exist or will arise with respect to the Company’s properties; and the Company has or will obtain adequate property rights to support its exploration and development activities |
Commodity price volatility; ongoing uncertainties relating to the COVID-19 pandemic; uncertainties involved in interpreting geological data and confirming title to acquired properties; inability to secure necessary property rights; the possibility that future exploration results will not be consistent with the Company’s expectations; increases in costs; environmental compliance and changes in environmental and other applicable legislation and regulation; interest rate and exchange rate fluctuations; changes in economic and political conditions |
| The Company’s anticipated business plans, including costs and timing for future exploration on itspropertyinterests and |
The exploration activities of the Company and the costs associated therewith, will be consistent with the Company’s |
Commodity price volatility; ongoing uncertainties relating to the COVID-19 pandemic; changes in the condition of |
- 26 -
Golden Tag Resources Ltd. Management’s Discussion & Analysis Year Ended December 31, 2020 Dated: April 30, 2021
| Forward-looking statements | Assumptions | Risk factors |
|---|---|---|
| acquisitions of additional mineral resource properties or interests therein |
current expectations; and equity markets, exchange and interest rates and other applicable economic conditions will be favourable to the Company; financing will be available for the Company’s exploration and development activities on favourable terms; the Company will be able to retain and attract skilled staff; all applicable regulatory and governmental approvals for exploration projects and other operations will be received on a timely basis upon terms acceptable to the Company; the Company will not be adversely affected by market competition; the price of applicable commodities will be favourable to the Company; no title disputes exist or will arise with respect to the Company’s properties; the Company has or will obtain adequate property rights to support its exploration and development activities; and the Company will be able to successfully identify and negotiate new acquisition opportunities |
debt and equity markets; timing and availability of external financing on acceptable terms may not be as anticipated; the uncertainties involved in interpreting geological data and confirming title to acquired properties; inability to secure necessary property rights; the possibility that future exploration results will not be consistent with the Company’s expectations; increases in costs; environmental compliance and changes in environmental and other applicable legislation and regulation; interest rate and exchange rate fluctuations; changes in economic and political conditions; the Company may be unable to retain and attract skilled staff; receipt of applicable permits is subject to governmental and/or regulatory approvals; the Company does not have control over the actions of its joint venture partners and/or other counterparties |
| Management’s outlook regarding future trends and exploration programs |
Financing will be available for the Company’s exploration and operating activities; the price of applicable commodities will be favourable to the Company; the actual results of the Company’s exploration and development activities will be favourable; management is aware of all applicable environmental obligations |
Commodity price volatility; ongoing uncertainties relating to the COVID-19 pandemic; changes in the condition of debt and equity markets; interest rate and exchange rate fluctuations; changes in economic and political conditions; the possibility that future exploration results will not be consistent with the Company’s expectations; |
- 27 -
Golden Tag Resources Ltd. Management’s Discussion & Analysis Year Ended December 31, 2020 Dated: April 30, 2021
| Forward-looking statements | Assumptions | Risk factors |
|---|---|---|
| changes in environmental and other applicable legislation and regulation |
Inherent in forward-looking statements are risks, uncertainties and other factors beyond the Company’s ability to predict or control. Please also review those risk factors identified or otherwise indirectly referenced in the “Risks and Uncertainties” section above. Readers are cautioned that the above chart does not contain an exhaustive list of the factors or assumptions that may affect the forward-looking statements contained in this MD&A, and that the assumptions underlying such statements may prove to be incorrect. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this MD&A.
Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance or achievements to be materially different from any of its future results, performance or achievements expressed or implied by forward-looking statements. All forward-looking statements herein are qualified by this cautionary note. Accordingly, readers should not place undue reliance on forward-looking statements. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements whether as a result of new information or future events or otherwise, except as may be required by law. If the Company does update one or more forwardlooking statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements, unless required by law.
Subsequent Events
(i) Subsequent to year end, 1,800,000 warrants with an exercise price of $0.12 and expiry date of June 27, 2021 were exercised for gross proceeds of $216,000.
(ii) Subsequent to year end, 969,750 warrants with an exercise price of $0.075 and expiry date June 5, 2022 were exercised for gross proceeds of $72,731.
- 28 -
Golden Tag Resources Ltd. Management’s Discussion & Analysis Year Ended December 31, 2020 Dated: April 30, 2021
Additional Disclosure for Venture Issuers without Significant Revenue
| Detail | Year ended December 31, 2020 $ |
Year ended December 31, 2019 $ |
|---|---|---|
| Administrative costs | 37,424 | 28,885 |
| Foreign exchange | 44,317 | 41,572 |
| Listing, filing and transfer agency fees | 47,533 | 19,381 |
| Management and consulting fees | 1,309,479 | 145,000 |
| Mineral property expenses | 246,610 | 71,128 |
| Professional fees | 247,041 | 71,332 |
| Rent | 86,879 | 12,691 |
| Salaries | 61,250 | nil |
| Shareholder information | 13,957 | 5,943 |
| Stock based compensation | 2,983,557 | 8,542 |
| Promotion costs | 106,147 | nil |
| Total | 5,184,194 | 404,474 |
- 29 -