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Trident Resources Corp. — Annual Report 2021
Apr 27, 2022
43917_rns_2022-04-27_6f82a5c3-0f30-435f-b4a8-a5dc37b5ce3c.pdf
Annual Report
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(an exploration stage enterprise)
Consolidated Financial Statements
Years ended December 31, 2021 and 2020
(Expressed in Canadian Dollars)

INDEPENDENT AUDITORS' REPORT
TO THE SHAREHOLDERS OF EROS RESOURCES CORP.
Opinion
We have audited the consolidated financial statements of Eros Resources Corp. and its subsidiaries (the "Company"), which comprise:
- the consolidated statements of financial position as at December 31, 2021 and 2020;
- the consolidated statements of changes in shareholders' equity for the years then ended;
- the consolidated statements of income and comprehensive income for the years then ended;
- the consolidated statements of cash flows for the years then ended; and
- the notes to the consolidated financial statements, including a summary of significant accounting policies.
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, 2021 and 2020, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with International Financial Reporting Standards ("IFRS").
Basis for Opinion
We conducted our audits in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditors' 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 in our audits is sufficient and appropriate to provide a basis for our opinion.
Other Information
Management is responsible for the other information. The other information comprises Management's Discussion and Analysis.
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 audits of the consolidated financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audits or otherwise appears to be materially misstated.
We obtained Management's Discussion and Analysis prior to the date of this auditors' report. 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. 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, 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.
Auditors' 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 auditors' 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 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.
- 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.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
- 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 auditors' 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 auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern.
- 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.

Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
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.
The engagement partner on the audit resulting in this independent auditors' report is Kevin Yokichi Nishi.
Chartered Professional Accountants
Vancouver, British Columbia
April 26, 2022
EROS RESOURCES CORP. (an exploration stage enterprise) CONSOLIDATED STATEMENTS OF FINANCIAL POSITION As at December 31 (expressed in Canadian dollars)
| Note | 2021 | 2020 | ||
|---|---|---|---|---|
| Assets | ||||
| Current | ||||
| Cash | $434,258 | $ | 1,713,549 | |
| Other receivables | 69,630 | 198,258 | ||
| Prepaid expenses | 32,068 | 32,672 | ||
| Promissory notes receivable | 4 | - | 968,461 | |
| 535,956 | 2,912,940 | |||
| Marketable securities | 5 | 20,677,456 | 17,885,855 | |
| Reclamation bonds | 26,179 | 26,179 | ||
| Exploration and evaluation interests | 6 | 2,470,165 | 2,230,083 | |
| Property and equipment | 7 | 7,378 | 6,130 | |
| Right-of-use assets | 8 | 982 | 12,761 | |
| $23,718,116 | $ | 23,073,948 | ||
| Liabilities | ||||
| Current | ||||
| Trade and other payables | 12 | $419,988 | $ | 439,842 |
| Income taxes payable | 10 | 152,750 | 409,946 | |
| Lease liability – short term | 8 | 1,175 | 13,281 | |
| 573,913 | 863,069 | |||
| Lease liability – long term | 8 | - | 1,175 | |
| Decommissioning liability | 9 | 139,796 | 135,703 | |
| Deferred income tax | 10 | 3,096,542 | 3,250,818 | |
| 3,810,251 | 4,250,765 | |||
| Shareholders' Equity | ||||
| Share capital | 11 | 74,809,125 | 74,809,125 | |
| Contributed surplus | 11 | 1,061,840 | 1,061,840 | |
| Deficit | (55,963,100) | (57,047,782) | ||
| 19,907,865 | 18,823,183 | |||
| $23,718,116 | $ | 23,073,948 |
On behalf of the Board:
"Tom MacNeill" "Ron Netolitzky"
Tom MacNeill, Director Ron Netolitzky, Director
The accompanying notes are an integral part of these consolidated financial statements.
(an exploration stage enterprise) CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY Years ended December 31 (expressed in Canadian dollars)
| Share Capital | |||||
|---|---|---|---|---|---|
| Shares | Amount | ContributedSurplus | Deficit | TotalShareholders'Equity | |
| Balance at December 31, 2019 | 48,446,854 | $ 72,394,552 | $ 1,024,025 | $ (68,226,625) | $ 5,191,952 |
| Shares issued | 49,446,887 | 2,497,344 | - | - | 2,497,344 |
| Share issue costs | - | (82,771) | - | - | (82,771) |
| Share-based payments | - | - | 37,815 | - | 37,815 |
| Net income for the year | - | - | - | 11,178,843 | 11,178,843 |
| Balance at December 31, 2020 | 97,893,741 | $ 74,809,125 | $ 1,061,840 | $ (57,047,782) | $ 18,823,183 |
| Net income for the year | - | - | - | 1,084,682 | 1,084,682 |
| Balance at December 31, 2021 | 97,893,741 | $ 74,809,125 | $ 1,061,840 | $ (55,963,100) | $ 19,907,865 |
(an exploration stage enterprise) CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME Years ended December 31 (expressed in Canadian dollars)
| Note | 2021 | 2020 | |
|---|---|---|---|
| Revenues | 5,960 | - | |
| Cost of Sales | |||
| Oil production | - | (16,775) | |
| Gross profit (loss) | 5,960 | (16,775) | |
| Expenses | |||
| Consulting fees | 12 | 60,000 | 35,000 |
| Accretion | 9 | 4,093 | 3,974 |
| Amortization | 7,8 | 14,171 | 13,443 |
| Investor relations | 35,575 | 38,342 | |
| Professional fees | 75,475 | 59,371 | |
| Office and administration | 56,003 | 33,485 | |
| Property research | 106,582 | 128,516 | |
| Share-based payments | 11,12 | - | 37,815 |
| Transfer agent and listing fees | 19,927 | 33,567 | |
| Wages | 12 | 154,493 | 125,037 |
| Travel | - | 2,828 | |
| (526,319) | (511,378) | ||
| Other items | |||
| Gain on sale of marketable securities | 729,790 | 153,528 | |
| Impairment of exploration and evaluation interests | 6 | - | (6,500) |
| Gain on sale of exploration and evaluation interests | 13 | - | 3,338,151 |
| (Loss) gain on foreign exchange | (2,582) | 15,274 | |
| Unrealized gain on marketable securities | 568,090 | 9,239,256 | |
| Write off of accounts receivable | 12 | - | (68,757) |
| Net income before income taxes | 774,939 | 12,142,799 | |
| Income taxes | |||
| Current income tax recovery (expenses) | 10 | 155,467 | (409,946) |
| Deferred income tax recovery (expenses) | 10 | 154,276 | (554,010) |
| Total income taxes recovery (expenses) | 309,743 | (963,956) | |
| Net income and comprehensive income for the year | $1,084,682 | $11,178,843 | |
| Basic earnings (loss) per share | $0.02 | $0.17 | |
| Diluted earnings (loss) per share | $0.01 | $0.17 | |
| Weighted average number of common shares outstanding | |||
| Basic (Note 17) | 97,893,741 | 67,545,514 | |
| Diluted (Note 17) | 98,443,132 | 67,712,665 |
The accompanying notes are an integral part of these consolidated financial statements.
(an exploration stage enterprise) CONSOLIDATED STATEMENTS OF CASH FLOWS Years ended December 31 (expressed in Canadian dollars)
| 2021 | 2020 | |||||
|---|---|---|---|---|---|---|
| Cash from operating activities | ||||||
| Net income for the year | $ | 1,084,682 | $ | 11,178,843 | ||
| Add back non-cash items: | ||||||
| Share-based payments | - | 37,815 | ||||
| Accretion | 4,093 | 3,974 | ||||
| Amortization | 14,171 | 13,443 | ||||
| Gain on sale of marketable securities | (729,790) | (153,528) | ||||
| Unrealized gain on marketable securities | (568,090) | (9,239,256) | ||||
| Deferred income tax (recovery) expense | (154,276) | 554,010 | ||||
| Impairment of exploration and evaluation interests | - | 6,500 | ||||
| Gain on sale of exploration and evaluation interests | - | (3,338,151) | ||||
| Loss on foreign exchange | 2,582 | 1,044 | ||||
| Trade receivables written off | - | 68,757 | ||||
| Net changes in non-cash working capital items: | ||||||
| Other receivables | 128,628 | (116,981) | ||||
| Prepaid expenses | 604 | 11,254 | ||||
| Trade and other payables | (19,854) | 128,717 | ||||
| Income taxes payable | (257,196) | 409,946 | ||||
| Cash used in operating activities | (494,446) | (433,613) | ||||
| Investing activities | ||||||
| Acquisition of marketable securities | (3,162,064) | (2,087,760) | ||||
| Purchase of property and equipment | (3,640) | - | ||||
| Proceeds on sale of marketable securities | 1,668,343 | 3,155,152 | ||||
| Exploration and evaluation expenditures | (240,082) | (889,895) | ||||
| Recovery of exploration and evaluation expenditures | - | 146,024 | ||||
| Cash (used in) generated from investing activities | (1,737,443) | 323,521 | ||||
| Financing activities | ||||||
| Repayment (Advancement) of promissory notes receivable | 968,461 | (802,961) | ||||
| Lease liability payments | (13,281) | (11,471) | ||||
| Issuance of shares, net of share issue costs | - | 2,414,573 | ||||
| Cash generated from financing activities | 955,180 | 1,600,141 | ||||
| (Decrease) increase in cash during the year | (1,276,709) | 1,490,049 | ||||
| Foreign exchange effect on cash | (2,582) | (1,044) | ||||
| Cash, beginning of the year | 1,713,549 | 224,544 | ||||
| Cash, end of the year | $ | ,434,258 | $ | 1,713,549 | ||
| Supplemental Cash Flow Information | ||||||
| Taxes paid | $ | 124,888 | $ | - | ||
| Interest paid | $ | 12,381 | $ | - | ||
| Fair market value of Bullfrog shares sold | $ | - | $ | 773,724 | ||
| Fair market value of Bullfrog warrants sold | $ | - | $ | 65,579 | ||
| Fair market value of Southern Empire shares received | $ | - | $ | 4,791,485 |
The accompanying notes are an integral part of these consolidated financial statements.
(an exploration stage enterprise) Notes to the Consolidated Financial Statements For the years ended December 31, 2021 and 2020 (expressed in Canadian dollars)
1. NATURE OF OPERATIONS
Eros Resources Corp.'s ("Eros" or the "Company") principal business activities include the acquisition, exploration and development of mineral and oil and gas resource properties in North America. The Company's corporate office is located at Suite 420, 789 West Pender Street, Vancouver, British Columbia V6C 1H2. Eros is a Tier 1 company and is listed on the TSX Venture Exchange ("TSX-V").
These consolidated financial statements have been prepared on a going concern basis in accordance with IFRS under the assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business.
The Company's continuing operations, as intended, are dependent upon its ability to identify, evaluate and negotiate an acquisition of or participation in an interest in properties, assets or businesses.
The business of mining and exploring for minerals and oil and gas reserves involves a high degree of risk and there can be no assurance that current exploration programs will result in profitable mining operations. The recoverability of the carrying value of exploration and evaluation assets and the Company's ability to continue as a going concern is dependent upon the preservation of its interest in the underlying properties, the discovery of economically recoverable reserves, the achievement of profitable operations or the ability of the Company to raise alternative financing.
At the time these consolidated financial statements were prepared, the COVID-19 pandemic has caused significant disruptions to the global economy and increased volatility in the global financial markets. The extent to which COVID-19 may adversely impact the Company's business and financing opportunities will depend on future developments such as the geographic spread of the disease, the duration of the outbreak, travel restrictions and social distancing at the properties, business closures or business disruptions, and the effectiveness of actions taken in Canada and other countries to contain and treat the disease. To date, the impact of COVID-19 on the operations of Eros have been minimal.
2. SIGNIFICANT ACCOUNTING POLICIES
Statement of Compliance
The Company prepares its consolidated financial statements in accordance with International Financial Reporting Standards ("IFRS"), as issued by the International Accounting Standards Board ("IASB") and interpretations of the International Financial Reporting Interpretations Committee. The accounting policies adopted in these consolidated financial statements are based on IFRS's in effect as at December 31, 2021.
The consolidated financial statements of Eros Resources Corp. for the year ended December 31, 2021 were reviewed by the Audit Committee and approved and authorized for issuance by the Board of Directors on April 26, 2022.
Basis of presentation
These consolidated financial statements include the accounts of Eros and its wholly owned subsidiaries, Anthem Resources Incorporated ("Anthem") and Otish Minerals Ltd., both companies incorporated in British Columbia, and Bell Mountain Exploration Corp. ("Bell Mountain"), a company incorporated in Nevada, USA.
These consolidated financial statements have been prepared on a historical cost basis, except for certain financial instruments, which are measured at fair value. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting except for cash flow information.
(an exploration stage enterprise) Notes to the Consolidated Financial Statements For the years ended December 31, 2021 and 2020 (expressed in Canadian dollars)
2. SIGNIFICANT ACCOUNTING POLICIES (continued)
Basis of presentation (continued)
The accounting policies set out in Note 2 have been applied consistently by the Company and its subsidiaries to all periods presented.
The consolidated financial statements are presented in Canadian dollars, which is the Company's and its subsidiaries' functional currency.
Significant accounting estimates and judgments
The preparation of these consolidated financial statements requires management to make estimates and assumptions regarding the future. These estimates and assumptions may impact the reported amounts of assets and liabilities, income and expenses. The Company's management reviews these estimates and underlying assumptions on an ongoing basis, based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual outcomes could differ from these estimates and assumptions, which, by their nature, are uncertain. Revisions to accounting estimates are adjusted for prospectively in the period in which the estimates are revised.
Critical accounting estimates and assumptions
Critical accounting estimates are estimates and assumptions made by management that may result in a material adjustment to the carrying amounts of assets and liabilities in future accounting periods and include, but are not limited to, the following:
Income tax amounts
The entity recognises current and deferred income tax liabilities based on an estimation of the likely taxes due, which requires significant judgment as to the ultimate tax treatment for certain items. Where the actual amount arising from these issues differs from these estimates, such differences will have an impact on income tax and deferred tax amounts in the period when such determination is made. In addition, management judgment is required in determining the amount of current and deferred tax recognised and the extent to which amounts should or can be recognised. A deferred tax asset is recognised if it is probable that the entity will earn sufficient taxable profit in future periods to benefit from a reduction in tax payments. This involves management making assumptions within its overall tax planning activities and periodically reassessing them in order to reflect changed circumstances as well as tax regulations. Moreover, the measurement of a deferred tax asset or liability reflects the manner in which the entity expects to recover the asset's carrying value or settle the liability. As a result, due to their inherent nature, assessments of likelihood are judgmental and not susceptible to precise determination. The income tax amounts are disclosed in Note 10 on income tax.
(an exploration stage enterprise) Notes to the Consolidated Financial Statements For the years ended December 31, 2021 and 2020 (expressed in Canadian dollars)
2. SIGNIFICANT ACCOUNTING POLICIES (continued)
Significant accounting estimates and judgments (continued)
Critical accounting estimates and assumptions (continued)
Recovery of deferred tax assets
The Company estimates the expected manner and timing of the realization or settlement of the carrying value of its assets and liabilities and applies tax rates that are enacted or substantively enacted on the estimated dates of realization or settlement. The deferred tax amounts are disclosed in Note 10.
Share-based payments and marketable securities (warrants)
The fair values of share-based payments and warrants held as marketable securities are subject to the limitations of the Black-Scholes option pricing model that incorporates market data and involves uncertainty in estimates used by management in the assumptions. Because the Black-Scholes option pricing model requires the input of highly subjective assumptions, including the volatility of share prices, changes in subjective input assumptions can materially affect the fair value estimate.
Recoverable value of asset carrying values
At each reporting date, the Company assesses its petroleum and natural gas properties and exploration and evaluation assets for possible impairment, to determine if there is any indication that the carrying amounts of the assets may not be recoverable. An assessment is also made at each reporting date to determine whether there is an indication that previously recognized impairment losses no longer exist or have decreased. Determination as to whether and how much an asset is impaired, or no longer impaired, involves management estimates on highly uncertain matters, such as future commodity prices, discount rates, production profiles, operating costs, future capital costs and reserves. A material adjustment to the carrying value of the Company's property and equipment and exploration and evaluation assets could arise as a result of changes to these estimates and assumptions.
Oil reserves
Oil resources categorized as reserves are used in the unit-of-production calculation for depreciation, depletion and amortization, and the impairment analysis, which affect net income or loss. There are numerous uncertainties inherent in estimating oil reserves. Estimating reserves is very complex, requiring many judgments based on geological, geophysical, engineering and economic data. Changes in these judgments could have a material impact on the estimated reserves. These estimates may change, having either a negative or positive effect on profit or loss as further information becomes available and as the economic environment changes.
Depreciation and depletion
Depletion of oil and gas related property and equipment is provided using the unit-of-production method based on production volumes before royalties in relation to total estimated proven and probable reserves, as determined annually by independent engineers and internal reserve evaluations on a quarterly basis. Natural gas reserves and production are converted at the energy equivalent of approximately six thousand cubic feet to one barrel of oil.
(an exploration stage enterprise) Notes to the Consolidated Financial Statements For the years ended December 31, 2021 and 2020 (expressed in Canadian dollars)
2. SIGNIFICANT ACCOUNTING POLICIES (continued)
Significant accounting estimates and judgments (continued)
Critical accounting estimates and assumptions (continued)
Right-of-use assets and lease liability
The Company uses estimation in determining the incremental borrowing rate used to measure the lease liability, specific to the asset, and underlying currency. Where the rate implicit in the lease is not readily determinable, the discount rate of the lease obligations is estimated using a discount rate similar to the Company's specific borrowing rate. This rate represents the rate that the Company would incur to obtain the funds necessary to purchase the asset of a similar value, with similar payment terms and security in a similar environment.
Critical accounting judgments
Information about critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the consolidated financial statements include, but are not limited to, the following:
Impairment of property and equipment and mineral properties
Assets or cash-generating units ("CGUs") are evaluated at each reporting date to determine whether there are any indications of impairment. The Company considers both internal and external sources of information when making the assessment of whether there are indications of impairment for the Company's property and equipment and mineral properties.
In respect of the carrying value of property and equipment recorded on the consolidated statements of financial position, management has determined that it continues to be appropriately recorded as there have been no obsolescence or physical damage of the assets, and there are no indications that the value of the assets have declined more than what is expected from the passage of time or from normal use.
In respect of costs incurred for its mineral properties, management has determined that exploratory drilling, evaluation, development and related costs incurred, which have been capitalized, continue to be appropriately recorded on the consolidated statements of financial position at its carrying value as management has determined there are no indicators of impairment for its mineral properties as at December 31, 2021 and 2020.
Decommissioning liability
The cost of remediating sites following their useful lives is subject to significant management estimates, both in terms of the cost to remediate the sites as well as the timing of the costs, which impact the net present value of the decommissioning liability shown on the statement of financial position.
(an exploration stage enterprise) Notes to the Consolidated Financial Statements For the years ended December 31, 2021 and 2020 (expressed in Canadian dollars)
2. SIGNIFICANT ACCOUNTING POLICIES (continued)
Significant accounting estimates and judgments (continued)
Exploration and evaluation assets
The Company capitalizes all expenditures on exploration and evaluation activities as mineral property interests once the Company has title to the related underlying property. Such expenditures include, but are not limited to, exploration license expenditures, leasehold property acquisition costs, evaluation costs, including drilling costs directly attributable to a property, and directly attributable general and administrative costs. From time to time the Company may acquire or dispose of a mineral property pursuant to the terms of an option agreement. As the option payments are made at the discretion of the optionee, the amounts payable or receivable are not recorded as liabilities or receivables. Option payments are recorded as property costs or recoveries when the payments are made or received. After costs are recovered, the balance of any payments received is recorded as a gain on option or disposition of mineral property. Once the technical feasibility and commercial viability of the extraction of mineral resources in an area of interest are demonstrable, exploration and evaluation assets attributable to that area of interest are first tested for impairment and then reclassified to mining property and development asset.
Foreign currencies
The functional currency of the Company and its subsidiaries is the Canadian dollar. Amounts denominated in foreign currencies are translated into the functional currency as follows:
- (i) Monetary assets and liabilities, at the rate of exchange in effect as at the consolidated statement of financial position date;
- (ii) Non-monetary assets and liabilities, at the exchange rates prevailing at the time of the acquisition of the assets or assumption of the liabilities; and
- (iii) Revenues and expenses (excluding amortization, which is translated at the same rate as the related asset), at the rate of exchange on the transaction date.
Gains and losses arising from the translation of foreign currency are included in the determination of net income (loss) for the year.
(an exploration stage enterprise) Notes to the Consolidated Financial Statements For the years ended December 31, 2021 and 2020 (expressed in Canadian dollars)
2. SIGNIFICANT ACCOUNTING POLICIES (continued)
Financial instruments
Financial Assets
The Company recognizes a financial asset when it becomes a party to the contractual provisions of the instrument. The Company classifies financial assets at initial recognition as financial assets: measured at amortized cost, measured at fair value through other comprehensive income, or measured at fair value through profit or loss.
Financial assets measured at amortized cost
A financial asset that meets both of the following conditions is classified as a financial asset measured at amortized cost:
- The Company's business model for the such financial assets, is to hold the assets in order to collect contractual cash flows.
- The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the amount outstanding.
A financial asset measured at amortized cost is initially recognized at fair value plus transaction costs directly attributable to the asset. After initial recognition, the carrying amount of the financial asset measured at amortized cost is determined using the effective interest method, net of impairment loss, if necessary.
Financial assets measured at fair value through other comprehensive income ("FVTOCI")
A financial asset measured at fair value through other comprehensive income is recognized initially at fair value plus transaction cost directly attributable to the asset. After initial recognition, the asset is measured at fair value with changes in fair value included as "financial asset at fair value through other comprehensive income" in other comprehensive income.
Financial assets measured at fair value through profit or loss ("FVTPL")
A financial asset measured at fair value through profit or loss is recognized initially at fair value with any associated transaction costs being recognized in profit or loss when incurred. Subsequently, the financial asset is re-measured at fair value, and a gain or loss is recognized in profit or loss in the reporting period in which it arises.
The Company derecognizes a financial asset if the contractual rights to the cash flows from the asset expire, or the Company transfers substantially all the risks and rewards of ownership of the financial asset. Any interests in transferred financial assets that are created or retained by the Company are recognized as a separate asset or liability. Gains and losses on derecognition are generally recognized in the statement of income (loss). However, gains and losses on derecognition of financial assets classified as FVTOCI remain within accumulated other comprehensive income (loss).
(an exploration stage enterprise) Notes to the Consolidated Financial Statements For the years ended December 31, 2021 and 2020 (expressed in Canadian dollars)
2. SIGNIFICANT ACCOUNTING POLICIES (continued)
Financial instruments (continued)
Financial Liabilities
Financial liabilities are classified as amortized cost, based on the purpose for which the liability was incurred. These liabilities are initially recognized at fair value net of any transaction costs directly attributable to the issuance of the instrument and subsequently carried at amortized cost using the effective interest rate method. This ensures that any interest expense over the period to repayment is at a constant rate on the balance of the liability carried in the statement of financial position. Interest expense in this context includes initial transaction costs and premiums payable on redemptions, as well as any interest or coupon payable while the liability is outstanding.
A financial liability is derecognized when it is extinguished, discharged, cancelled or expires.
Accounts payable represent liabilities for goods and services provided to the Company prior to the end of the period which are unpaid. Accounts payable amounts are unsecured and are usually paid within forty-five days of recognition.
The Company has made the following designations of its financial instruments:
| Cash | FVTPL |
|---|---|
| Marketable securities | FVTPL |
| Other receivables | Amortized cost |
| Promissory notes receivable | Amortized cost |
| Trade and other payables | Amortized cost |
| Lease liability | Amortized cost |
Income taxes
Income tax expense consisting of current and deferred tax expense is recognized in the consolidated statement of loss and comprehensive loss. Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at year-end, adjusted for amendments to tax payable with regard to previous years.
Deferred tax assets and liabilities and the related deferred income tax expense or recovery are recognized for deferred tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using the enacted or substantively enacted tax rates expected to apply when the asset is realized or the liability settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that substantive enactment occurs.
A deferred tax asset is recognized to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. To the extent that the Company does not consider it probable that a deferred tax asset will be recovered, the deferred tax asset is not recognized. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off tax assets against tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its tax assets and liabilities on a net basis.
(an exploration stage enterprise) Notes to the Consolidated Financial Statements For the years ended December 31, 2021 and 2020 (expressed in Canadian dollars)
2. SIGNIFICANT ACCOUNTING POLICIES (continued)
Earnings (loss) per share
Basic earnings (loss) per share is calculated by dividing the net loss for the period by the weighted average number of common shares outstanding during the year. The Company follows the treasury stock method for calculating diluted earnings (loss) per share. The treasury stock method is a method of recognizing the use of proceeds that could be obtained upon exercise of options and warrants in computing diluted earnings per share. It assumes that the proceeds of such exercise would be used to purchase common shares at the average market price during the year. However, the calculation of diluted loss per share excludes the effects of various conversions and exercise of options and warrants that would be anti-dilutive.
Shares held in escrow, other than where their release is subject to the passage of time, are not included in the calculation of the weighted average number of common shares outstanding.
Share-based payments
The Company has a stock option plan that is described in Note 11. Share-based payments to employees are measured at the fair value of the instruments issued and amortized over the vesting periods. Share-based payments to non-employees are measured at the fair value of the goods or services received or the fair value of the equity instruments issued, if it is determined the fair value of the goods or services cannot be reliably measured, and are recorded at the date the goods or services are received. The amount recognized as an expense is adjusted to reflect the number of awards expected to vest. The offset to the recorded cost is to contributed surplus. Consideration received on the exercise of stock options is recorded as capital stock and the related contributed surplus is transferred to capital stock. For those unexercised options that expire, the recorded value is left in contributed surplus.
Revenue recognition
Revenue from the sale of petroleum is recognized when performance obligations are satisfied. Performance obligations are satisfied at the point in time when products are delivered based on volumes to customers at contractual delivery points, and prices have been agreed with the purchaser and collectability is reasonably assured. Delivery is generally at the time the oil enters the tanks and when the natural gas enters the pipeline. The costs associated with the delivery, including operating and maintenance costs, and production-based royalty expenses, are recognized during the same year in which the related revenue is earned and recorded.
Property and equipment
All property, plant and equipment are recorded at cost less accumulated depreciation and accumulated impairment losses.
(an exploration stage enterprise) Notes to the Consolidated Financial Statements For the years ended December 31, 2021 and 2020 (expressed in Canadian dollars)
2. SIGNIFICANT ACCOUNTING POLICIES (continued)
Property and equipment (continued)
Depreciation is calculated on a straight-line basis to write off the cost of property and equipment over their expected useful lives. The estimated useful lives are as follows:
| Useful lives | |
|---|---|
| Field Equipment | 2 years |
Repair and maintenance expenses are taken to profit or loss during the financial year in which they are incurred. The cost of major renovations and restorations is included in the carrying amount of the asset when it is probable that future economic benefits in excess of the originally assessed standard of performance of the existing asset will flow to the Company and depreciated over the remaining useful life of the asset.
The residual value, useful life and depreciation method are reviewed at the end of each reporting period, and adjusted prospectively, if appropriate.
Where an indication of impairment exists, the carrying amount of the asset is assessed and written down immediately to its recoverable amount. Gains or losses on disposal are determined by comparing proceeds with the carrying amount and are included in profit or loss from operations.
Impairment losses recognized in prior years are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depletion and depreciation or amortization if no impairment loss had been recognized.
Depletion, Depreciation and Amortization of Mineral Resources
Depletion of oil and gas properties is determined using the unit-of-production method based on production volumes in relation to total estimated proved and probable reserves, as determined annually by independent engineers and determined in accordance with NI 51-101. Natural gas reserves and production are converted at the energy equivalent of six thousand cubic feet to one barrel of oil.
Proven and probable reserves are estimated using independent reserve engineer reports and represent the estimated quantities of crude oil, natural gas and natural gas liquids, which geological, geophysical and engineering data demonstrate with a specified degree of certainty to be recoverable in future years from known reservoirs and which are considered commercially viable. There should be a minimum 90% statistical probability that the actual quantity of recoverable reserves will be more than the amount estimated as proven and a maximum 10% statistical probability that it will be less. Such reserves may be considered commercially viable if management has the intention of developing and producing them and such intention is based upon:
- A reasonable assessment of the future economics of such production;
- A reasonable expectation that there is a market for all or substantially all the expected oil and natural gas production; and
- Evidence that the necessary production, transmission and transportation facilities are available or can be made available.
(an exploration stage enterprise) Notes to the Consolidated Financial Statements For the years ended December 31, 2021 and 2020 (expressed in Canadian dollars)
2. SIGNIFICANT ACCOUNTING POLICIES (continued)
Property and equipment (continued)
Reserves may only be considered proven if future economic feasibility is supported by either actual production or conclusive formation testing. The area of reservoir considered proven includes (a) that portion delineated by drilling and defined by gas-oil and/or oil-water contacts, if any, or both, and (b) the immediately adjoining portions not yet drilled, but which can be reasonably judged as economically productive on the basis of available geophysical, geological and engineering data. In the absence of information on fluid contacts, the lowest known structural occurrence of oil and natural gas controls the lower proved limit of the reservoir.
Impairment of non-current assets
At the end of each reporting period, the Company reviews the carrying amounts of its tangible and intangible assets to determine whether there is an indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the CGU (the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflow from other assets or groups of assets). The recoverable amount of the asset (or CGU) is the greater of the asset's (or CGU's) fair value less costs to sell and its value in use to which the assets belong.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.
If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount. An impairment loss is recognized in profit or loss for the period, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
The Company uses its best efforts to fully understand all of the aforementioned to make an informed decision based upon historical and current facts surrounding the projects. Discounted cash flow techniques often require management to make estimates and assumptions on reserves and expected future production revenues and expenses.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or CGU) is increased to the revised estimate of its recoverable amount, but to an amount that does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or CGU) in prior years. A reversal of an impairment loss is recognized immediately in profit or loss.
Cash and Cash Equivalents
Cash and cash equivalents include bank and cash balances with a maturity of three months or less. For the statement of cash flows, the item includes cash and cash equivalents less cash subject to restriction and bank overdrafts payable on demand that form an integral part of cash management, if any. As at December 31, 2021 and 2020, the Company had no cash equivalents.
(an exploration stage enterprise) Notes to the Consolidated Financial Statements For the years ended December 31, 2021 and 2020 (expressed in Canadian dollars)
2. SIGNIFICANT ACCOUNTING POLICIES (continued)
Provisions
Provisions are recognized when the Company has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provisions are determined by discounting the expected cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability if the risks have not been incorporated into the estimate of cash flows. The increase in the provision due to the passage of time is recognized in profit or loss.
- Decommissioning liabilities
The Company's activities give rise to dismantling, decommissioning and site disturbance remediation activities. A provision is made for the estimated cost of site restoration and capitalized in the relevant asset category. Decommissioning liabilities are measured at the present value of management's best estimate of the expenditure required to settle the present obligation at the reporting date. Changes in the present value of the estimated expenditure are reflected as an adjustment to the provision and the relevant asset. The unwinding of the discount on the decommissioning provision is recognized as accretion expense. Actual costs incurred upon settlement of the decommissioning liabilities are charged against the provision to the extent the provision was recognized.
- Environmental liabilities
The Company records liabilities on a discounted basis for environmental remediation efforts that are likely to occur and where the cost can be reasonably estimated. The estimates, including associated legal costs, are based on available information using existing technology and enacted laws and regulations. The estimates are subject to revision in future periods based on actual costs incurred or new circumstances. Any amounts expected to be recovered from other parties, including insurers, are recorded as an asset separate from the associated liability.
(an exploration stage enterprise) Notes to the Consolidated Financial Statements For the years ended December 31, 2021 and 2020 (expressed in Canadian dollars)
2. SIGNIFICANT ACCOUNTING POLICIES (continued)
Provisions (continued)
Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate. If it is no longer probable that an outflow of economic resources will be required to settle the obligation, the provision is reversed. If the effect of the time value of money is material, provisions are discounted using a current pretax rate that reflects, where appropriate, the risk specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.
IFRS 16 Leases
At inception, the Company assesses whether a contract contains an embedded lease. A contract contains a lease when the contract conveys a right to control the use of an identified asset for a period of time in exchange for consideration. The Company, as lessee, is required to recognize a right-of-use asset ("ROU asset"), representing its right to use the underlying asset, and a lease liability, representing its obligation to make lease payments. The Company may elect to not apply IFRS 16 to leases with a term of less than 12 months or to low value assets, which is made on an asset-by-asset basis.
The Company recognizes a ROU asset and a lease liability at the commencement of the lease. The ROU asset is initially measured based on the present value of lease payments, plus initial direct cost, less any incentives received. It is subsequently measured at cost less accumulated depreciation, impairment losses and adjusted for certain remeasurements of the lease liability. The ROU asset is depreciated from the commencement date over the shorter of the lease term or the useful life of the underlying as set. The ROU asset is subject to testing for impairment if there is an indicator of impairment.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by the interest rate implicit in the lease, or if that rate cannot be readily determined, the incremental borrowing rate. The incremental borrowing rate is the rate which the operation would have to pay to borrow over a similar term and with similar security, the funds necessary to obtain an asset of similar value to the ROU asset in a similar economic environment.
Lease payments included in the measurement of the lease liability are comprised of:
- Fixed payments, including in-substance fixed payments;
- Variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;
- Amounts expected to be payable under a residual value guarantee;
- The exercise price under a purchase option that the Company is reasonably certain to exercise;
- Lease payments in an optional renewal period if the Company is reasonably certain to exercise an extension option; and
- Penalties for early termination of a lease unless the Company is reasonably certain not to terminate early.
The lease liability is subsequently increased by the interest cost on the lease liability and decreased by lease payments made. It is remeasured when there is a change in future lease payments arising from a change in an index or a rate, a change in the estimate of the amount expected to be payable under a residual value guarantee, or as appropriate, changes in the assessment of whether a purchase or extension option is reasonably certain to be exercised or a termination option is reasonably certain not to be exercised.
(an exploration stage enterprise) Notes to the Consolidated Financial Statements For the years ended December 31, 2021 and 2020 (expressed in Canadian dollars)
2. SIGNIFICANT ACCOUNTING POLICIES (continued)
IFRS 16 Leases (continued)
The Company has an office lease for its headquarters in Vancouver, British Columbia and the lease liability was measured at the present value of the lease payments and discounted using an incremental borrowing rate of 10% (Note 8).
3. RISK MANAGEMENT AND FINANCIAL INSTRUMENTS
Financial instruments that are measured subsequent to initial recognition at fair value are grouped in Levels 1 to 3 based on the degree to which the fair value is observable:
| Level 1 | Unadjusted quoted prices in active markets for identical assets or liabilities; |
|---|---|
| Level 2 | Inputs other than quoted prices included in Level 1 that are observable for the assetor liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and |
| Level 3 | Inputs for the asset or liability that are not based on observable market data(unobservable inputs). |
The marketable securities which consist of common shares are based on quoted prices and are therefore considered to be Level 1. The marketable securities which consist of warrants and private companies are based on inputs other than quoted prices and are therefore considered to be Level 2. The Company's risk exposures are summarized below:
Credit risk
Credit risk is the risk that the Company will incur an unexpected loss as a result of the counterparty to a financial asset failing to meet their contractual obligations. The Company's financial assets that are exposed to credit risk are cash, accounts receivable, and promissory notes receivable. The Company holds cash with large financial institutions in accordance with the Company's investment policy. Management considers credit risk on cash to be low, as the counterparties are highly rated Canadian banks. The Company is exposed to some credit risk on accounts receivable and promissory note receivable, apart from sales tax refunds receivable. The amounts owed in accounts receivable and promissory note receivable are from companies where there is a common director and/or officer with Eros. The promissory note receivable was collected during the current year.
Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in satisfying financial obligations as they become due. The Company's approach to managing liquidity risk is to provide reasonable assurance that it has sufficient capital to meet short-term financial obligations after taking into account its exploration obligations and cash on hand. All of the Company's financial liabilities have contractual maturities of less than 30 days and are subject to normal trade terms with the expectation of lease liabilities. The Company's lease liability matures based on the terms outlined in the lease agreement.
(an exploration stage enterprise) Notes to the Consolidated Financial Statements For the years ended December 31, 2021 and 2020 (expressed in Canadian dollars)
3. RISK MANAGEMENT AND FINANCIAL INSTRUMENTS (continued)
Market risk
Market risk consists of interest rate risk, foreign currency risk and other price risk. Market risk to which the Company is exposed is as follows:
Interest rate risk
Interest rate risk consists of two components:
- (i) To the extent that payments made or received on the Company's monetary assets and liabilities are affected by changes in the prevailing market interest rates, the Company is exposed to interest rate cash flow risk.
- (ii) To the extent that changes in prevailing market rates differ from the interest rate in the Company's monetary assets and liabilities, the Company is exposed to interest rate price risk.
The Company is not exposed to significant interest rate risk.
Foreign currency risk
The Company is exposed to financial risk related to the fluctuation of foreign exchange rates. A significant change in the exchange rate between the Canadian dollar relative to the US dollar could have an effect on the Company's future results of operations, financial position or cash flows. The Company has not hedged its exposure to currency fluctuations. As at December 31, 2021 and 2020, the Company is exposed to currency risk through the following financial assets denominated in a currency other than the Canadian dollar:
| December 31, 2021 | December 31, 2020 | |||||
|---|---|---|---|---|---|---|
| US $ | CDN $ | US $ | CDN $ | |||
| Cash | 11,995 | 15,651 | 31,739 | 40,729 | ||
| Accounts payable | (21,363) | (26,990) | (19,652) | (25,017) |
Based on the above, assuming all other variables remain constant, a 10% strengthening of the Canadian dollar against the US dollar would have increased the Company's comprehensive income/loss by $1,100 (2020 - $1,600). A weakening of the Canadian dollar would have had the opposite effect.
Other price risk
Other price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market prices, other than those arising from interest rate risk or foreign currency risk. The Company's marketable securities are carried at market value or fair value based on observable market values and are therefore directly affected by fluctuations in the market value of the underlying securities. Changes in market prices of securities in the portfolio have a material effect on net income (loss). A 20% increase in the market prices would have increased/decreased the Company's net income/loss by $4,133,000 (2020 - $3,577,000).
(an exploration stage enterprise) Notes to the Consolidated Financial Statements For the years ended December 31, 2021 and 2020 (expressed in Canadian dollars)
4. PROMISSORY NOTES RECEIVABLE
On May 1, 2019, the Company signed a promissory note agreement with MAS Gold Corp. ("MAS"), whereby MAS can borrow up to a limit of $400,000 from the Company. During the year ended December 31, 2019, the Company advanced MAS a total of $165,500. The promissory note is non-interest bearing and is payable on demand.
During the year ended December 31, 2020, the Company increased the limit of the promissory note receivable to $673,000 verbally. As at December 31, 2020, the Company has a promissory note receivable from MAS in the amount of $672,700. During the year ended December 31, 2021, the balance of the promissory note was repaid in full.
On April 1, 2020, the Company signed four promissory note agreements with various borrowers for a total of $750,000 in relation to the sale of 5,000,000 shares in Southern Empire (Note 12). The promissory notes mature on April 30, 2020 and bear no interest. If the borrowers are not able to repay the note balances on maturity, the shares of Southern Empire sold will be returned to the Company. As at December 31, 2020, the Company had promissory notes receivable of $295,761. During the year ended December 31, 2021, the promissory notes were all repaid in full.
| December 31, 2021 | |||||
|---|---|---|---|---|---|
| Company | Number ofcommon shares | Equity securities | |||
| Skeena Resources Limited | 827,500 | $ | 10,898,175 | ||
| MAS Gold Corp. ("MAS")(2) | 19,614,286 | 1,961,429 | |||
| Southern Empire Resources Corp.(1) | 9,402,940 | 1,175,368 | |||
| Cornish Metals Ltd. | 975,000 | 565,500 | |||
| Eagle Plains Resources Corp. | 3,050,000 | 503,250 | |||
| Nickel North Exploration Corp. | 10,933,707 | 382,680 | |||
| Getty Copper Inc. | 6,200,000 | 372,000 | |||
| Acquisition Oil & Gas Corp. | 300,000 | 300,000 | |||
| Metallic Minerals Corp. | 333,000 | 154,845 | |||
| Atico Mining Corp. | 325,000 | 133,250 | |||
| Tembo Resources | 500,000 | 125,000 | |||
| Other equities and warrants | - | 4,105,959 | |||
| $ | 20,677,456 |
5. MARKETABLE SECURITIES
(an exploration stage enterprise) Notes to the Consolidated Financial Statements For the years ended December 31, 2021 and 2020 (expressed in Canadian dollars)
5. MARKETABLE SECURITIES (continued)
| December 31, 2020 | |||||
|---|---|---|---|---|---|
| Number of | |||||
| Company | common shares | Equity securities | |||
| Skeena Resources Limited | 3,300,582 | $ | 11,354,002 | ||
| Southern Empire Resources Corp.(1) | 9,302,940 | 2,465,279 | |||
| MAS Gold Corp. ("MAS")(2) | 11,790,476 | 1,061,143 | |||
| Nickel North Exploration Corp. | 10,933,707 | 382,680 | |||
| Libero Copper & Gold Corp. | 625,000 | 265,625 | |||
| Rokmaster Resources Corp. | 295,000 | 212,400 | |||
| Cornish Metals Ltd. | 2,152,500 | 193,725 | |||
| Westcore Energy Ltd. | 8,800,000 | 176,000 | |||
| Atico Mining Corp. | 312,706 | 171,988 | |||
| SKRR Resources Inc. | 540,000 | 145,800 | |||
| Other equities and warrants | - | 1,457,213 | |||
| $ | 17,885,855 |
(1) Southern Empire Resources Corp. is a company with common management and a common director.
(2) MAS is a company with a common director.
Securities were purchased and sold during the period, resulting in the realization of gains and losses. The fair value of equity securities is determined by reference to closing prices on a stock exchange.
The continuity of the Company's marketable securities during the year ended December 31, 2021 is as follows:
| December31, 2020 | Additions | Proceeds fromdispositions | RealizedGains | UnrealizedGains | December31, 2021 | |
|---|---|---|---|---|---|---|
| Investment in publicentities: | $ | $ | $ | $ | $ | $ |
| - Shares and sharespurchase warrantsInvestment in privateentities: | 17,885,855 | 2,862,063 | (1,668,342) | 729,790 | 568,090 | 20,377,456- |
| - Shares | - | 300,000 | - | - | - | 300,000 |
| Total | 17,885,855 | 3,162,063 | (1,668,342) | 729,790 | 568,090 | 20,677,456 |
5. MARKETABLE SECURITIES (continued)
The continuity of the Company's marketable securities during the year ended December 31, 2020 is as follows:
| December31, 2019 | Additions | Proceeds fromdispositions | RealizedGains | UnrealizedGains | December31, 2020 | |
|---|---|---|---|---|---|---|
| $ | $ | $ | $ | $ | $ | |
| Investment in publicentities:- Shares and shares | ||||||
| purchase warrants | 4,138,380 | 6,879,245 | (2,524,554) | 153,528 | 9,239,256 | 17,885,855 |
| Total | 4,138,380 | 6,879,245 | (2,524,554) | 153,528 | 9,239,256 | 17,885,855 |
The marketable securities portfolio includes warrants where fair values were estimated using the Black Sholes option pricing model using the following ranges of inputs:
| 2021 | 2020 | |
|---|---|---|
| Stock price | Closing prices | Closing prices |
| Exercise price | $0.1 to $0.48 | $0.10 to $0.20 |
| Expected life | 0.10 to 3.73 years | 0.10 to 4.73 years |
| Annualized volatility | 80% | 80% |
| Dividend rate | 0% | 0% |
| Risk free rate | 0.91% to 1.14% | 0.23% to 0.36% |
(an exploration stage enterprise) Notes to the Consolidated Financial Statements For the years ended December 31, 2021 and 2020 (expressed in Canadian dollars)
6. EXPLORATION AND EVALUATION INTERESTS
The exploration and evaluation assets that have been capitalized for the years ended December 31, 2021 and 2020 are as follows:
| BritishColumbia | Saskatchewan | Nevada | Total | |
|---|---|---|---|---|
| Commodity | Gold | Uranium | Gold-Silver | |
| Balance at December 31, 2019 | $ 6,500 | $6,527 | $1,413,117 | $ 1,426,144 |
| Additions | ||||
| Land cost | - | - | 81,726 | 81,726 |
| Staking and maintenance | - | - | 41,741 | 41,741 |
| Geology/ geophysics | - | 15,816 | 521,093 | 536,909 |
| Field support | - | - | 37,586 | 37,586 |
| Environmental and socio | ||||
| economic | - | - | 112,477 | 112,477 |
| Total additions for the year: | 15,816 | 794,623 | 810,439 | |
| Impairment during the year: | (6,500) | - | - | (6,500) |
| Balance at December 31, 2020 | - | 22,343 | 2,207,740 | 2,230,083 |
| Additions | ||||
| Staking and maintenance | - | - | 40,203 | 40,203 |
| Geology/ geophysics | - | - | 107,821 | 107,821 |
| Field support | - | - | 13,779 | 13,779 |
| Environmental and socio | ||||
| economic | - | - | 78,279 | 78,279 |
| Total additions for the year: | - | - | 240,082 | 240,082 |
| Impairment during the year: | - | - | - | - |
| Balance at December 31, 2021 | $ - | $ 22,343 | $ 2,447,822 | $ 2,470,165 |
Realization of exploration and evaluation assets
The investment in and expenditures on exploration and evaluation assets comprise a significant portion of the Company's assets. Realization of the Company's investment in these assets is dependent upon the establishment and maintenance of legal ownership, the attainment of successful production from the properties or from the proceeds of their disposal.
Mineral exploration and development is highly speculative and involves inherent risks. While the rewards if an ore body is discovered can be substantial, few properties that are explored are ultimately developed into producing mines. There can be no assurance that current exploration programs will result in the discovery of economically viable quantities of ore. There can be no assurance that compensation will be received for properties that have been or may be expropriated. The amounts shown for acquisition costs and deferred exploration expenditures represent costs incurred to date and do not necessarily reflect present or future values. These costs will be depleted over the useful lives of the properties upon commencement of commercial production or written off if the properties are abandoned or if the claims are allowed to lapse.
(an exploration stage enterprise) Notes to the Consolidated Financial Statements For the years ended December 31, 2021 and 2020 (expressed in Canadian dollars)
6. EXPLORATION AND EVALUATION INTERESTS (continued)
Title to exploration and evaluation interests
Title to exploration and evaluation assets involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyance history of many mineral properties. The Company has investigated title to its mineral property interests in accordance with industry standards for the current stage of exploration of such properties, and, to the best of its knowledge, title to its properties are in good standing; however, these procedures do not guarantee the Company's title. Property title may be subject to unregistered prior agreements or transfers and title may be affected by undetected defects.
Environmental
The Company is subject to the laws and regulations relating to environmental matters in all jurisdictions in which it operates, including provisions relating to property reclamation, discharge of hazardous material and other matters. The Company may also be held liable should environmental problems be discovered that were caused by former owners and operators of its properties and properties in which it has previously had an interest.
The Company conducts its mineral exploration activities in compliance with applicable environmental protection legislation. The Company is not aware of any existing environmental problems related to any of its current or former properties that may result in material liability to the Company.
Environmental legislation is becoming increasingly stringent and costs and expenses of regulatory compliance are increasing. The impact of new and future environmental legislation on the Company's operations may cause additional expenses and restrictions. If the restrictions adversely affect the scope of exploration and development on the mineral properties, the potential for production on the properties may be diminished or negated.
a. Nevada
In August 2016, the Department of the Navy of the United States Department of Defense (the "Navy") issued a notice of its intent to prepare an Environmental Impact Statement ("EIS") regarding a proposed expansion of the Fallon Range Training Complex, including a proposed withdrawal and reservation of military use of public lands. The Company's Bell Mountain Project consists of unpatented mining claims that are located on federal lands within the proposed expansion area. As a result, surface activity on the Bell Mountain site has been prohibited by the Navy during the EIS period.
On July 10, 2018, the Bureau of Land Management ("BLM") announced that it has submitted an application to withdraw 769,724 acres for land management evaluation purposes for up to four years from all forms of appropriation under public land laws, subject to valid existing rights. The purpose of the withdrawal is to maintain current environmental baseline conditions, relative to mineral exploration and development, subject to valid existing rights, in support of a possible legislative transfer of land to the Department of Navy in furtherance of the Navy's proposed expansion of the Fallon Range Training Complex.
However, in a subsequent notice issued in August 2018, containing a specific listings of the lands subject to the moratorium, the properties held by Eros were specifically excluded from the moratorium, allowing the Company to again commence exploration activities.
(an exploration stage enterprise) Notes to the Consolidated Financial Statements For the years ended December 31, 2021 and 2020 (expressed in Canadian dollars)
6. EXPLORATION AND EVALUATION INTERESTS (continued)
a. Nevada (continued)
Bell Mountain Property
The Company has earned 100% ownership of the Bell Mountain gold-silver property. An Advance Royalty Payment of $20,000 is due annually on June 15 until such time as there is production from the property (paid during the year ended December 31, 2021). In conjunction with the updated notice from the BLM in August of 2018 which exempts the Bell Mountain project from the moratorium on exploration activities, the Company is once again actively exploring its Nevada properties.
Eastgate Property
On May 25, 2015, the Company acquired a 30% interest in the Eastgate property in two transactions totaling US$450,000. During the year ended December 31, 2016, the Company made a second payment of US$200,000 to increase its property interest to 45%.
On November 22, 2019, the Company entered into an asset purchase agreement with Southern Empire Resources (formerly "Owl Capital Corp.") ("Southern Empire"), whereby Southern Empire will purchase the Company's respective interest in the Eastgate property and Oro Cruz property. In March 2020, the sale of the Eastgate property and Oro Cruz property was completed. During the year ended December 31, 2020, the Company was reimbursed for exploration expenditures spent on the Eastgate property and Oro Cruz property and a recovery of $146,024 was recorded against the carrying value in 2019 (Note 13).
b. British Columbia
Golden Triangle
The Company purchased a 5% minor investment interest in certain properties in the Golden Triangle area of northwest BC during the year ended December 31, 2016. During the year ended December 31, 2020, as the Company decided not to continue exploration on the properties, the Company impaired the properties in accordance with Level 3 of the fair value hierarchy and recorded an impairment loss of $6,500.
c. Saskatchewan
Saskatchewan uranium interests
Hatchet Lake and Murphy Lake Joint Ventures
The Company has an interest in two joint venture properties with Denison Mines Corp. ("Denison") as operator, located on the Wollaston Trend at the northeast margin of the Athabasca Basin. Eros holds a 29.89% joint venture interest for Hatchet Lake, and 21.04% for Murphy Lake with further dilution expected.
On November 15, 2019, the Company entered into a purchase agreement with Denison, whereby Denison acquired the Company's interest in the Murphy Lake joint venture agreement for 32,262 common shares of Denison.
(an exploration stage enterprise) Notes to the Consolidated Financial Statements For the years ended December 31, 2021 and 2020 (expressed in Canadian dollars)
6. EXPLORATION AND EVALUATION INTERESTS (continued)
c. Saskatchewan (continued)
Wollaston Trend
The Company has a 2% net smelter return royalty ("NSR") interest on 44 claims of uranium exploration lands along the Wollaston Trend underlying the southeast margin of the Athabasca Formation. Denison retains the right to purchase one-half of the NSR at any time for $1,000,000.
Athabasca Basin – Uranium
The Company has a 100% interest in six claim groups in the Athabasca Northern Basin of Saskatchewan. Some of the claims are subject to a non-participating, non-voting, carried 0.5% NSR.
d. California
Oro Cruz Property
On February 28, 2019, the Company entered into a letter agreement with Lincoln Mining Corp. and Lincoln Gold US Corp. (collectively referred to as "Lincoln") and Demerara Gold Corp. ("Demerara"), whereby the Company, together with Demerara, has agreed to enter into an Option and Joint Venture Agreement to earn up to 75% interest in the Oro Cruz properties. In consideration for Lincoln to enter into the option and joint venture agreement, the Company will have to pay Lincoln US$10,000 (paid) by three business days of signing the agreement, and commit to purchase a minimum of CAD$35,000 of Lincoln securities in the next private placement conducted.
On October 1, 2019, the Company, Demerara, and Lincoln, entered into an option and joint venture agreement ("Lincoln Option Agreement"), to earn up to 75% interest in the Oro Cruz properties. The Company together with Demerara, will have to pay Lincoln a total of $110,000 and incur a total of $1,000,000 in exploration expenditures by a series of dates to acquire a 51% interest in the Oro Cruz properties ("First Option"). When the First Option has been completed, an additional 24% interest can be earned through a combination of cash payments or exploration expenditures incurred for a total of $600,000 on or before October 1, 2023.
On November 22, 2019, the Company entered into an asset purchase agreement with Southern Empire, whereby Southern Empire will purchase the Company's respective interest in the Eastgate property and Oro Cruz property (Note 13).
(an exploration stage enterprise) Notes to the Consolidated Financial Statements For the years ended December 31, 2021 and 2020 (expressed in Canadian dollars)
7. PROPERTY AND EQUIPMENT
| Oil & gas interests | Mineral exploration | ||
|---|---|---|---|
| Cost | and equipment | field equipment | Total |
| Balance, December 31, 2019 and | |||
| 2020 | $392,210 | $96,440 | $488,650 |
| Additions | - | 3,640 | 3,640 |
| Balance, December 31, 2021 | $392,210 | $100,080 | $492,290 |
| Accumulated Amortization | |||
| Balance, December 31, 2019 | $392,210 | $88,645 | $480,855 |
| Amortization / depletion | - | 1,665 | 1,665 |
| Balance, December 31, 2020 | $392,210 | $90,310 | $482,520 |
| Amortization / depletion | - | 2,392 | 2,392 |
| Balance, December 31, 2021 | $392,210 | $92,702 | $484,912 |
| Carrying Value | |||
| Balance, December 31, 2020 | $- | $6,130 | $6,130 |
| Balance, December 31, 2021 | $- | $7,378 | $7,378 |
Flaxcombe – heavy oil
On February 6, 2017, Eros agreed to fund the drilling of three vertical wells into the Flaxcombe heavy oil field, owned by Westcore Energy Ltd. ("Westcore") at an estimated cost of $1.6 million. This amount has been fully advanced, drilling is complete, and the unspent portion of the funds advanced is shown as part of prepaid expenses. During the year ended December 31, 2018, the amount of $56,014 advanced as prepaid expenses was repaid to the Company. According to the terms of the agreement with Westcore, Eros will hold a 90% working interest in the wells until its investment is recovered, and will hold a 50% interest thereafter. In addition, Eros retains a right of first refusal to participate on the same terms on two subsequent drill programs on the Flaxcombe field. Westcore is a related party by virtue of having a director in common with the Company.
During the year ended December 31, 2021 and 2020, the three wells remained offline. As such, indicators of impairment existed leading to a test of recoverable amount of the oil and gas assets. The Company estimated the recoverable amount based on FVLCD using a discounted cash flow model categorized in Level 3 of the fair value hierarchy. The Company recorded an impairment loss of $13,257 in 2019.
(an exploration stage enterprise) Notes to the Consolidated Financial Statements For the years ended December 31, 2021 and 2020 (expressed in Canadian dollars)
8. RIGHT-OF-USE ASSET AND LEASE LIABILITY
The Company has a lease agreement for the headquarter office space in Vancouver, British Columbia. Upon transition to IFRS 16, the Company recognized $35,336 for a ROU asset and $35,336 for a lease liability as at January 1, 2019.
The continuity of the ROU asset and lease liability for the years ended December 31, 2021 and 2020 is as follows:
| Right-of-use asset | |
|---|---|
| Value of right-of-use asset as at December 31, 2019 | $24,539 |
| Amortization | (11,778) |
| Value of right-of-use asset as at December 31, 2020 | $12,761 |
| Amortization | (11,779) |
| Value of right-of-use asset as at December 31, 2021 | $982 |
| Lease liability | |
| Lease liability recognized as of December 31, 2019 | $25,927 |
| Lease payments | (13,674) |
| Lease interest | 2,203 |
| Lease liability recognized as of December 31, 2020 | $14,456 |
| Lease payments | (14,182) |
| Lease interest | 901 |
| Lease liability recognized as of December 31, 2021 | $1,175 |
| Current portion | $1,175 |
| Long-term portion | - |
| $1,175 |
9. DECOMMISSIONING LIABILITY
The Company has estimated the total discounted amount of future cash flows to settle decommissioning liabilities relating to its oil and gas interests to be $139,796 (2020 - $135,702) as at December 31, 2021. The total amount is expected to be incurred in the next 10 years and was discounted using an interest rate of 3%.
| Flaxcombe | |
|---|---|
| Balance at December 31, 2019 | $131,729 |
| Accretion | 3,974 |
| Balance at December 31, 2020 | $135,703 |
| Accretion | 4,093 |
| Balance at December 31, 2021 | $139,796 |
Conversely, at its active mineral-exploration sites, the Company fulfils its site restoration obligations on an ongoing basis when a drill site is no longer required, and accordingly no liability is accrued for in relation to the Company's mineral properties. Management will continue to assess the provision for decommissioning as future exploration and development activity is undertaken.
(an exploration stage enterprise) Notes to the Consolidated Financial Statements For the years ended December 31, 2021 and 2020 (expressed in Canadian dollars)
10. INCOME TAXES
The reconciliation of income tax computed at the statutory tax rate of 27% (2020 - 27%) to income tax expense is:
| 2021 | 2020 | |
|---|---|---|
| Net income before income taxes | $774,939 | $12,142,799 |
| Income tax rate | 27.00% | 27.00% |
| Expected income tax expense | $209,234 | $3,278,556 |
| Items not deductible for tax purposes | 5,502 | 18,777 |
| Change in timing differences | - | (1,563,056) |
| Under provided in prior years | 36,561 | 433,945 |
| Unused tax losses and tax offsets not recognized | (20,187) | - |
| Original and reversal of temporary differences | (408,545) | (1,204,266) |
| True up of prior year tax provision and prior year tax return | (132,308) | - |
| Income Tax (recovery) expense | (309,743) | 963,956 |
| Current income tax (recovery) expense | (155,467) | 409,946 |
| Deferred income tax (recovery) expense | $(154,276) | $554,010 |
The tax effected items that give rise to significant portions of the deferred income tax liabilities at December 31, 2021 and 2020 are presented below:
| 2021 | 2020 | ||
|---|---|---|---|
| Deferred income tax asset | |||
| Non-capital losses | $- | $ | - |
| Other | 96,393 | 96,321 | |
| Deferred income tax liabilities | |||
| Resource properties | (2,509,585) | (2,941,682) | |
| Marketable securities | (683,350) | (405,457) | |
| Net deferred income tax liabilities | $(3,096,542) | $ | (3,250,818) |
(an exploration stage enterprise) Notes to the Consolidated Financial Statements For the years ended December 31, 2021 and 2020 (expressed in Canadian dollars)
10. INCOME TAXES (continued)
The Company's subsidiaries have accumulated losses for Canadian tax purposes of approximately $7,667,000 that expire in various years as follows:
| Available to | Amount |
|---|---|
| 2026 | $ 202,000 |
| 2027 | 300,000 |
| 2028 | 104,000 |
| 2029 | 1,385,000 |
| 2030 | 936,000 |
| 2031 | 1,046,000 |
| 2032 | 1,493,000 |
| 2033 | 774,000 |
| 2034 | 40,000 |
| 2035 | 775,000 |
| 2036 | 277,000 |
| 2037 | 94,000 |
| 2038 | 51,000 |
| 2039 | 50,000 |
| 2040 | 37,000 |
| 2041 | 103,000 |
| $ 7,667,000 |
The Company's unrecognized deductible temporary differences and unused tax losses for which no deferred tax assets are recognized consist of the following amounts:
| 2021 | 2020 | |
|---|---|---|
| Non-capital losses | $7,560,797 | $7,553,362 |
| Equipment | 31,706 | 30,628 |
| Exploration and evaluation assets | 4,359,824 | 4,439,589 |
| Capital losses | 532,930 | 532,930 |
| Other | - | - |
| Unrecognized deductible temporary differences | $12,485,257 | $12,556,509 |
(an exploration stage enterprise) Notes to the Consolidated Financial Statements For the years ended December 31, 2021 and 2020 (expressed in Canadian dollars)
11. SHARE CAPITAL AND CONTRIBUTED SURPLUS
Authorized
Unlimited number of common shares without par value
Shares and warrants issued
On August 12, 2020, pursuant to a rights offering, the Company issued 48,446,887 units at a price of $0.05 per unit, for total proceeds of $2,422,344, with each unit comprised of one common share and one half of one common share purchase warrant with an exercise price of $0.15 per whole warrant, exercisable until August 12, 2021, subject to early expiry in the event the 20-day weighted average trading price of the Common Shares exceeds $0.30. Total share issuance cost of $82,771 was recorded. In August 2021, the warrants were extended for 12 months and now expire on August 12, 2022.
On August 13, 2020, the Company issued 1,000,000 units at a price of $0.075 per unit, for total proceeds of $75,000, with each unit comprised of one common share and one half of one common share purchase warrant with an exercise price of $0.15 per whole warrant for a period of 24 months.
There was no share capital activity during the year ended December 31, 2021.
Warrants
Warrant transactions are summarized as follows:
| Warrants | ||||
|---|---|---|---|---|
| Weighted Average | ||||
| NumberExercise Price | ||||
| Outstanding, December 31, 2019 | - | - | ||
| Issued | 24,723,444 | $0.15 | ||
| Outstanding, December 31, 2020 and 2021 | 24,723,444 | $0.15 | ||
| Number currently exercisable | 24,723,444 | $ 0.15 |
At December 31, 2021 and 2020, warrants were outstanding as follows:
| Number | Exercise | ||
|---|---|---|---|
| Grant date | of Shares | Price | Expiry Date |
| August 12, 2020 | 24,223,444 | $ 0.15 | August 12, 2022 |
| August 13, 2020 | 500,000 | $ 0.15 | August 13, 2022 |
| 24,723,444 |
The weighted average remaining contractual life of the warrants is 0.61 (2020 - 1.61) years
Stock options
The Company has a stock option plan under which it is authorized to grant options to executive officers, directors, employees and consultants. Pursuant to the policies of the TSX-V, the Company is authorized to grant options to acquire up to 10% of its issued and outstanding common shares. The exercise price of each option granted under the plan is greater than or equal to the closing market price of the Company's shares on the date of each grant. The maximum term of each option is five years.
(an exploration stage enterprise) Notes to the Consolidated Financial Statements For the years ended December 31, 2021 and 2020 (expressed in Canadian dollars)
11. SHARE CAPITAL AND CONTRIBUTED SURPLUS (continued)
Share-based payments
Stock option transactions are summarized as follows:
| Stock Options | ||||
|---|---|---|---|---|
| Weighted Average | ||||
| Number | Exercise Price | |||
| Outstanding, December 31, 2019Expired | 4,075,000(600,000) | $ 0.122$ 0.174 | ||
| Outstanding, December 31, 2020Expired | 3,475,000(675,000) | $ 0.113($0.200) | ||
| Outstanding, December 31, 2021 | 2,800,000 | $0.092 | ||
| Number currently exercisable | 2,800,000 | $ 0.092 |
During the year ended December 31, 2020, the Company recognized share-based payments expense of $37,815 with a weighted fair value of $0.04 per option. The weighted average assumptions used for the Black-Scholes option-pricing model valuation of stock options granted for the year are as follows: risk-free interest rate of 1.44%, expected life of 5 years, annualized volatility of 80%, dividend rate of nil, and forfeiture rate of nil.
At December 31, 2021, stock options were outstanding as follows:
| Number | Exercise | ||
|---|---|---|---|
| Grant date | of Shares | Price | Expiry Date |
| August 29, 2017 | 400,000 | $ 0.165 | August 29, 2022 |
| July 30, 2019 | 2,400,000 | $0.080 | July 30, 2024 |
| 2,800,000 |
The weighted average remaining contractual life of the options is 2.31 (2020 - 2.79) years.
At December 31, 2020, stock options were outstanding as follows:
| Number | Exercise | ||
|---|---|---|---|
| Grant date | of Shares | Price | Expiry Date |
| August 16, 2016 | 675,000 | $ 0.20 | August 16, 2021 |
| August 29, 2017 | 400,000 | $ 0.165 | August 29, 2022 |
| July 30, 2019 | 2,400,000 | $0.08 | July 30, 2024 |
| 3,475,000 |
(an exploration stage enterprise) Notes to the Consolidated Financial Statements For the years ended December 31, 2021 and 2020 (expressed in Canadian dollars)
12. RELATED PARTY BALANCES
In addition to the related party information disclosed elsewhere in the consolidated financial statements, the following significant transactions between the Company and its related parties took place during the financial year at terms agreed between the parties concerned:
Key management compensation
Key management personnel at the Company are the directors and officers of the Company. The remuneration of key management personnel during the years ended December 31, 2021 and 2020 was as follows:
| 2021 | 2020 | |||
|---|---|---|---|---|
| Share-based payment | $ | - | $18,907 | |
| Short-term benefits | 1$ | 96,926 | $71,893 |
1 Short-term benefits consist exclusively of salaries, bonuses, health benefits and consulting fees for key management personnel.
Other than the amounts disclosed above, there were no short-term employee benefits or share-based payments paid to key management personnel during the years ended December 31, 2021 and 2020.
Included in trade and other payables is an amount of $200,000 (2020 - $200,000) payable to related parties as at December 31, 2021.
The amounts due to related companies are unsecured, non-interest bearing, repayable on demand and are to be settled in cash. The carrying amounts of the amounts due to related parties approximate their fair values.
During the year ended December 31, 2021, the Company had the following significant transactions with its related parties:
- Purchased 100,000 units of Southern Empire Resources Corp., a company with common management and a common director, at a price of $0.10 per unit. Each unit consists of one common share and one common share purchase warrant exercisable into one common share at a price of $0.15 for a period of 36 months.
- Exercised 7,823,810 common share purchase warrants in MAS, a company with a common director, receiving 7,823,810 common shares and 3,703,571 common share purchase warrants exercisable into one common share at a price of $0.20 for a period of 24 months.
During the year ended December 31, 2020, the Company had the following significant transactions with its related parties:
- Purchased 7,100,000 units of MAS, at a price of $0.07 per unit. Each unit consists of one common share and one-half of one common share purchase warrants. Each whole share purchase warrant is exercisable into one common share at an exercise price of $0.10 for a period of 24 months.
- Wrote off $68,757 of amounts receivable from Westcore, a company with a common director, as management is unsure if the amount can be collected.
(an exploration stage enterprise) Notes to the Consolidated Financial Statements For the years ended December 31, 2021 and 2020 (expressed in Canadian dollars)
13. ASSET HELD FOR SALE
On November 22, 2019, the Company signed an asset purchase agreement ("Asset Purchase Agreement") with Southern Empire and Demerara Gold Corp., whereby Southern Empire will acquire the Company's interest in the Eastgate property in Nevada and Oro Cruz property in California. The terms of the agreement are as follows:
- The Company agrees to sell, assign and transfer an undivided 45% beneficial interest in the Eastgate property to Southern Empire in consideration for 2,901,275 Southern Empire shares;
- The Company agrees to sell, assign and transfer its entire right, title and interests in and to the Lincoln Option Agreement, including the exclusive right to acquire up to an undivided 37.5% beneficial interest in the Oro Cruz Property to Southern Empire in consideration for 8,545,000 Southern Empire shares; and
- The Company agrees to sell, assign and transfer the Bullfrog securities to Southern Empire in consideration for 2,856,665 Southern Empire shares.
During the year ended December 31, 2019, management determined that the Eastgate property meets the definition of assets held for sale and not discontinued operations in accordance with IFRS 5 Non-current assets held for sale and discontinued operations ("IFRS 5"). In accordance with IFRS 5, on the reclassification to assets held for sale, the Company remeasured the Eastgate property to the lesser of the carrying amount and the fair value less costs of disposal. The transaction closed in March of 2020 and a gain on sale of $3,338,151 was recorded in the financial year 2020. The breakdown is as follows:
| Fair value of Southern Empire shares received: | $ 4,791,485 |
|---|---|
| Assets sold: | |
| Fair value of Eastgate property | 480,234 |
| Fair value of Oro Cruz property | 279,821 |
| Fair value of Bullfrog securities | 839,303 |
| Recovery of exploration costs | (146,024) |
| Net Assets sold: | 1,453,334 |
| Gain on sale | $ 3,338,151 |
14. SEGMENTED INFORMATION
The Company operates in two business segments being the exploration and development of mineral and oil and gas resource properties and investing in marketable securities with a focus on commodities, with operations and long-term assets in the United States and Canada. The Company's operations are segmented on a district basis due to the geographic locations of the Company's exploration operations. At December 31, 2021, long-term assets of $2,474,000 (2020 - $2,233,919) relates to mineral resource properties and reclamation bonds located in the United States with the remaining of $20,708,160 (2020 - $17,927,089) located in Canada.
(an exploration stage enterprise) Notes to the Consolidated Financial Statements For the years ended December 31, 2021 and 2020 (expressed in Canadian dollars)
15. CAPITAL DISCLOSURES
The Company manages its capital structure and makes adjustments to it based on the funds available to the Company, in order to support the acquisition and exploration of mineral properties, oil and gas exploration and development, and other strategic investments. 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 to sustain future development of the business. The Company defines capital as shareholders' equity. The Company is not exposed to any capital requirements.
The Company has historically relied on the equity markets to fund its activities. The Company will continue to assess new properties and seek to acquire an interest in properties if it feels there is sufficient geologic or economic potential and if it has adequate financial resources to do so. In addition, the Company evaluates investment opportunities, as well as existing investments, for suitability and potential on an ongoing basis. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. The Company's capital risk management approach was unchanged in fiscal 2021. There were no capital restrictions in the year ended December 31, 2021 and the Company had no debt aside from trade payables, income taxes and lease liability.
16. COMMITMENTS
In fiscal 2014, there was an involuntary disposition of the Company's Canadian mineral property for which the Company received $26,400,000 from the Government of British Columbia. In fiscal 2014, the Company elected to defer $15,147,419 of the proceeds as income inclusion under s.59.1 election of the Income Tax Act. The elected amount can be offset by Canadian exploration expenses, Canadian development expenses and/or Canadian oil and gas property expenses (collectively referred to as "Mineral Property Expenses"). If the amount cannot be offset by 2024, the Company will have to include the remaining elected amount as income in the 2014 income tax return. As at December 31, 2021, the Company has a further $7,500,000 to spend on qualified Mineral Property Expenses by 2024 in order to avoid the income inclusion under s.59.1 election.
As at December 31, 2021, the Company was committed to pay for office premises leases expiring in January 2022; however, there was an extension agreement entered into during the year to extend the lease until January 31, 2025. The Company's minimum lease payments over the next years, in aggregate, will be as follows:
| $ | |
|---|---|
| 2022 | 14,690 |
| 2023 | 15,198 |
| 2024 | 15,706 |
| 2025 | 1,312 |
| Total | 46,906 |
(an exploration stage enterprise) Notes to the Consolidated Financial Statements For the years ended December 31, 2021 and 2020 (expressed in Canadian dollars)
17. EARNINGS PER SHARE
The calculation of basic and diluted earnings (loss) per share for the relevant years is based on the following:
| December 31,2021 | December 31,2020 | |
|---|---|---|
| Net income for the yearBasic weighted average number of | $1,084,682 | $11,178,843 |
| common shares outstanding | 97,893,741 | 67,545,514 |
| Effect on dilutive securities:Options | 549,391 | 167,151 |
| Diluted weighted average number of | ||
| common shares outstanding | 98,443,132 | 67,712,665 |
| Basic income per share | $0.02 | $(0.17) |
| Diluted income per share | $0.01 | $(0.17) |
18. SUBSEQUENT EVENTS
On December 20, 2021, MAS Gold Corp. and the Company signed an option agreement granting the Company an option for the exclusive right to earn a 17.5% interest in all of MAS 's current properties in the prospective La Ronge Gold Belt of north-eastern Saskatchewan by funding $3,500,000 in exploration expenditures over a six-month period, starting from January 2022. The Company is required to fund $3,500,000 expenditure before the option deadline, which is six months after the Exchange Approval Date. Subsequent to year end, the Company has funded $1,090,000.