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Trident Resources Corp. Interim / Quarterly Report 2020

Nov 27, 2020

43917_rns_2020-11-27_eaff9a64-a0be-4ce5-9b35-4df1f2d19346.pdf

Interim / Quarterly Report

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(an exploration stage enterprise)

Condensed Interim Consolidated Financial Statements

Nine months ended September 30, 2020 and 2019

(Unaudited - Expressed in Canadian Dollars)

NOTICE OF NO AUDITOR REVIEW

NOTICE TO READERS

Under National Instrument 51-102, Part 4.3 (3)(a), if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor.

The condensed interim consolidated financial statements of Eros Resources Corp. (an exploration stage company) are the responsibility of the Company’s management. The condensed interim consolidated financial statements are prepared in accordance with Canadian generally accepted accounting principles and reflect management’s best estimates and judgment based on information currently available.

Management has developed and maintains a system of internal controls to ensure that the Company’s assets are safeguarded, transactions are authorized and properly recorded, and financial information is reliable.

The Board of Directors is responsible for ensuring management fulfills its responsibilities for financial reporting and internal controls through an audit committee, which is comprised primarily of non-management directors.

The Company’s independent auditors have not performed an audit or review of these condensed interim consolidated financial statements.

“Ronald K. Netolitzky”

“Andrew Davidson”

Ronald K. Netolitzky Chief Executive Officer

Andrew Davidson Chief Financial Officer

Vancouver, British Columbia November 27, 2020

EROS RESOURCES CORP.

(an exploration stage enterprise)

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (unaudited - expressed in Canadian dollars)

September 30, September 30, December 31,
Note 2020 2019
Assets
Current
Cash and cash equivalents $ 2,968,477 $ 224,544
Accounts receivable 237,329 150,034
Prepaid expenses 21,373 43,926
Promissory notes receivable 9 657,762 165,500
Assets held for sale - 2,229,955
3,884,940 2,813,959
Marketable securities 4 16,836,253 4,138,380
Reclamation bonds 26,179 26,179
Exploration and evaluation interests 5 2,095,330 1,426,144
Property and equipment 6 6,547 7,795
Right of use asset 24,539 24,539
$ 22,873,789 $ 8,436,996
Liabilities
Current
Accounts payable and accrued liabilities $ 285,834 $ 390,580
Lease liability 11,471 11,471
Lease liability 14,456 14,456
Decommissioning liability 10 131,729 131,729
Deferred income tax 2,696,808 2,696,808
3,140,298 3,245,044
Shareholders’ Equity
Capital stock 7 74,810,683 72,394,552
Contributed surplus 7 1,024,025 1,024,025
Deficit (56,101,217) (68,226,952)
19,733,491 5,191,952
$ 22,873,788 $ 8,436,996

Note 1: Going Concern

On behalf of the Board:

“Tom MacNeill” “Ross McElroy” Tom MacNeill, Director Ross McElroy, Director

The accompanying notes are an integral part of these condensed interim consolidated financial statements .

3

EROS RESOURCES CORP.

(an exploration stage enterprise)

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (unaudited - expressed in Canadian dollars)

Capital Stock
Shares
Amount
Contributed
Surplus
Deficit
Total
Shareholders’
Equity
Balance at January 1, 2019
Share-based payments
Net income for theperiod
48,446,854
$ 72,394,552
$ 962,576
$ (71,015,174)
$ 2,341,954
-
-
61,449
-
61,449
-
-
-
997,155
997,155
Balance at September 30,2019 48,446,854
72,394,552
1,024,025
(70,018,018)
3,400,558
Balance at January 1, 2020
Share-based payments
Shares issued
Share issue costs
Net income for theperiod
48,446,854
72,394,552
1,024,025
(68,226,625)
5,191,952
-
-
-
-
-
48,446,887
$2,497,344
2,497,344
81,214
81,214
-
-
-
12,119,034
12,119,034
Balance at September 30,2019 96,893,741
$ 74,810,683
$ 1,024,025 $(56,107,591)
$ 19,727,116

The accompanying notes are an integral part of these condensed interim consolidated financial statements .

4

EROS RESOURCES CORP.

(an exploration stage enterprise)

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF (LOSS) INCOME AND COMPREHENSIVE (LOSS) INCOME (unaudited - expressed in Canadian dollars)

For the three months ended months ended For the nine months ended months ended
September 30 September 30
Note 2020 2019 2020 2019
Revenues
Oil Revenues $ - $ 275 $ - $ 37,253
Royalties - - - (6,801)
Net Revenue - 275 - 30,452
Oil production expenses - - (16,489) (19,042)
Depletion expense - - - -
Grossprofit(loss) 275 275 (16,489) 11,410
Expenses
Amortization $ 416 $ 534 $ 1,249 $ 1,603
Consulting fees 8 7,500 7,500 22,500 20,640
Investor relations 8,635 95 36,860 170
Office and administration 12,717 5,053 36,008 31,851
Professional fees 1,297 1,812 12,257 36,624
Investment research 12,000 - 12,000 -
Stock based compensation 7, 8 - 61,449 - 61,449
Transfer agent and listing fees 1,693 1,013 15,613 11,605
Travel - - - 6,078
Wages and benefits 8 30,052 32,290 94,345 145,950
(74,310) (109,746) (230,832) (315,970)
Other items
Interest income - 7,561 - 29,219
Gain (loss) on foreign exchange (2,025) (14,612) 8,467 (35,096)
Accretion - - - (1,940)
Gain on sale of mineral
property - - 2,819,784 -
Unreal. gain (loss) on marketable sec’s (3,111,531) 281,191 9,443,895 1,671,985
Gain(loss)on sale of marketable sec’s 647,955 (193,492) 94,209 (362,453)
Income(Loss) before income taxes (2,539,911) (28,823) 12,119,034 997,155
Income taxes
Deferred income tax recovery - - - -
Total comprehensive income
(loss) for theperiod $ (2,539,911) $ (28,823) **$ ** 12,119,034 $ 997,155
Basic net income (loss) per share $ (0.03) $ (0.00) $ 0.21 $ 0.02
Diluted net incomeper share $ (0.03) $ (0.00) $ 0.19 $ 0.02
Weighted average number of
common shares outstanding 74,771,826 48,446,854 57,318,273 48,446,854

The accompanying notes are an integral part of these condensed interim consolidated financial statements .

5

EROS RESOURCES CORP.

(an exploration stage enterprise)

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited - expressed in Canadian dollars)

For the three months ended For the nine months ended months ended
September 30 September 30
2020 2019 2020 2019
Cash from operating activities
Net income (loss) for the period $ (2,539,911)
$
(28,823) $ 12,119,034 $ 997,155
Add back non-cash items:
Accretion - - - 1,940
Amortization 416 535 1,248 1,604
Depletion - - - -
Stock based compensation - 61,499 - 61,499
Loss (gain) on sale of marketable (647,955) 215,267 (9,443,895) 384,228
Unrealized (gain) loss on marketable
securities held for trading 3,111,531 (280,974) (94,209) (1,671,768)
Loss (gain)on foreign exchange - 21,062 - 35,096
Deferred income tax recovery - - - -
Changes in non-cash working capital:
Accounts receivable (47,686) (87,822) (579,556) (334,203)
Prepaid expenses 821 (46,981) 22,553 (48,921)
AP and accrued liabilities (43,718) 336,497 (104,747) 360,022
Cash from(used in) operating activities (166,504) 190,210 1,920,426 (213,398)
Investing activities
Acquisition of marketable securities (900,772) (215,266) (4,115,402) (687,379)
Transfer of prepaid authorization for
expenditure to accounts receivable - - - -
Proceeds on sale of marketable securities 1,206,596 706,828 3,135,919 1,590,196
Exploration and evaluation expenditures (314,032) (515,029) (619,517) (1,151,057)
Cash from(used in) investing activities (8,208) (23,468) (1,599,000) (248,241)
Financing activities
Proceeds from issuance of shares 2,416,133 - 2,416,133 -
Cash from financing activities 2,416,133 - 2,416,133 -
Foreign exchange gain on cash (6,374) (21,062) (6,374) (35,096)
Increase (decrease) in cash
during the period 2,256,236 145,680 2,737,559 (496,735)
Cash and cash equivalents,
beginning of theperiod 712,241 184,990 224,544 827,405
Cash and cash equivalents,
end of theperiod $ 2,968,477 $ 330,670 $ 2,968,477 $ 330,670
Cash and cash equivalents consist of:
Cash $ 2,968,477 $ 330,670 $ 2,968,477 $ 330,670
Short-term deposits - - - -
$ 2,968,477 $ 330,670 $ 2,968,477 $ 330,670
Supplemental Cash Flow Information
Interest received $ - $ - $ - $ -

The accompanying notes are an integral part of these condensed interim consolidated financial statements .

6

(an exploration stage enterprise) Notes to the Condensed Interim Consolidated Financial Statements For the nine months ended September 30, 2020 and 2019 (unaudited - expressed in Canadian dollars)

EROS RESOURCES CORP.

1. NATURE OF OPERATIONS AND GOING CONCERN

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 on the TSX Venture Exchange (“TSX-V”).

These condensed interim 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 that will generate positive cash flow.

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.

2. BASIS OF PRESENTATION

These condensed interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations of the IFRS Interpretations Committee (“IFRIC”) applicable to the preparation of interim financial statements, including International Accounting Standard 34 (“IAS 34”), Interim Financial Reporting.

These condensed interim 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 condensed interim consolidated financial statements should be read in conjunction with the annual financial statements for the year ended December 31, 2019, which have been prepared in accordance with IFRS as issued by the IASB.

Basis of measurement

These condensed interim consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information. In addition, these financial statements have been prepared on a historical cost basis, except for certain financial instruments that have been measured at fair value.

The condensed interim consolidated financial statements are presented in Canadian dollars, which is the Company and its subsidiaries functional currency.

The preparation of financial statements in compliance with IFRS requires management to make certain critical accounting estimates. It also requires management to exercise judgement in applying the Company’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 3.

7

EROS RESOURCES CORP.

(an exploration stage enterprise)

Notes to the Condensed Interim Consolidated Financial Statements For the nine months ended September 30, 2020 and 2019 (unaudited - expressed in Canadian dollars)

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 asset or 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 are based on inputs other than quoted prices and therefore considered 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 and cash equivalents, accounts receivable, and promissory notes receivable. The Company holds cash at a major Canadian financial institution 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 notes receivable, apart from sales tax refunds receivable.

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.

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.

8

Notes to the Condensed Interim Consolidated Financial Statements For the nine months ended September 30, 2020 and 2019 (unaudited - expressed in Canadian dollars)

EROS RESOURCES CORP.

(an exploration stage enterprise)

3. RISK MANAGEMENT AND FINANCIAL INSTRUMENTS (continued)

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 March 31, 2019 and December 31, 2018, the Company is exposed to currency risk through the following financial assets denominated in a currency other than the Canadian dollar:

September 30, 2020 December 31, 2019
US $ CDN $ US $ CDN $
Cash 40,725 2,927,752 24,327 31,591
Accounts payable (59,797) (226,037) (81,478) (105,824)

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 by 5,980 (December 31, 2019 - $5,715). A weakening of the Canadian dollar would have 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, 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 the Company’s net income by $3,367,251 (December 31, 2019 - $859,156). A 20% decrease in the market prices of those securities would have decreased the Company’s net income by the same amount.

4. MARKETABLE SECURITIES

RKETABLE SECURITIES
September 30, 2020
Number of Marketable
Company common shares securities
Atico Mining Corp. 312,706 $
168,861
Cornish Metals 2,152,500 182,963
Eagle Plains Resources Ltd. 723,000 119,295
MAS Gold Corp. 4,690,476 375,238
Nickel North Exploration Corp. 10,933,707 437,348
Sanatana Resources Inc. 460,000 140,300
Skeen Resources Limited 3,301,582 9,013,319
Southern Empire Resources
Corp. 9,302,940 5,302,676
Taiga Gold Corp. 850,000 157,250
Westcore Energy Ltd. 8,800,000 132,000
Other equities and warrants - 807,003
4,235,177 $ 16,836,253

9

EROS RESOURCES CORP.

(an exploration stage enterprise)

Notes to the Condensed Interim Consolidated Financial Statements For the nine months ended September 30, 2020 and 2019 (unaudited - expressed in Canadian dollars)

4. MARKETABLE SECURITIES (continued)

ARKETABLE SECURITIES (continued)
December 31, 2019
Number of Marketable
Company common shares securities
Aston Bay Holdings 1,004,445 $
85,378
Atico Mining Corp. 312,706 96,939
Eagle Plains Resources Ltd. 1,034,000 108,570
MAS Gold Corp. 4,690,476 351,786
Metallic Minerals Corp. 210,000 49,350
Nickel North Exploration Corp. 10,933,707 164,006
Skeena Resources Limited 4,056,082 2,758,136
Strongbow Exploration Inc. 1,668,000 75,060
Taiga Gold Corp. 625,000 56,250
Tarku Resources Ltd. 4,700,000 70,500
Westcore Energy Ltd. 8,800,000 44,000
Other equities and warrants - 278,405
3,937,408 $ 4,138,380

Securities were purchased and sold during the period, resulting in the realization of gains and losses. The fair value of shares is determined by reference to closing prices on a stock exchange. The fair value of warrants is determined using the Black-Scholes option pricing model. The fair value of convertible debentures is determined as being the share price, subject to a floor price of the conversion price. The marketable securities portfolio includes warrants, which are classified as fair value through profit or loss. The warrants’ fair values were estimated using the Black Scholes option pricing model using the following ranges of inputs:

September 30, 2020 December 31, 2019
Stock price Closing prices Closing prices
Exercise price $0.10 to $2.00 $0.085 to $0.60
Expected life 0.51 to 4.99 years 0.05 to 1.64 years
Annualized volatility 80% 80%
Dividend rate 0% 0%
Risk-free interest rate 0.23% to 0.36% 0.42% to 0.46%

10

Notes to the Condensed Interim Consolidated Financial Statements For the nine months ended September 30, 2020 and 2019 (unaudited - expressed in Canadian dollars)

EROS RESOURCES CORP.

(an exploration stage enterprise)

5. EXPLORATION AND EVALUATION INTERESTS

The investment in exploration and evaluation assets to September 30, 2020 has been capitalized as follows:

British
Columbia Saskatchewan Nevada Total
Commodity Gold Heavy Oil Uranium Gold
Balance at
December 31,
2018 $ 6,500 $ - $ 4,601 $ 448,893 $ 459,994
Land cost - - - (585) (585)
Staking and
maintenance - - - 176,584 176,584
Geology/
geophysics - - - 492,630 492,630
Analyses - - - - -
Field support - - - 37,885 37,885
Environmental and
socio-economic - - - 444,543 444,543
Total additions for
the period: - - - 1,151,057 1,151,057
Impairment of
exploration and
evaluation
assets - - - - -
Balance at
December 31,
2019 6,500 - 6,527 1,413,117 1,426,144
Land costs - - - 81,726 81,726
Staking and
maintenance - - - 41,741 41,741
Geology/ geophysics - - - 443,210 443,210
Field support - - - 25,861 25,861
Environmental and
socio-economic - - - 76,648 76,648
Total additions for
theperiod: - - - 669,186 669,186
Balance at
September 30,2020 $6,500 $ - $6,527 $2,082,303 $2,095,330

11

Notes to the Condensed Interim Consolidated Financial Statements For the nine months ended September 30, 2020 and 2019 (unaudited - expressed in Canadian dollars)

EROS RESOURCES CORP.

(an exploration stage enterprise)

5. EXPLORATION AND EVALUATION INTERESTS (continued)

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.

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.

12

EROS RESOURCES CORP.

(an exploration stage enterprise) Notes to the Condensed Interim Consolidated Financial Statements For the nine months ended September 30, 2020 and 2019 (unaudited - expressed in Canadian dollars)

5. EXPLORATION AND EVALUATION INTERESTS (continued)

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.

While not assured, the Company has a history of successfully obtaining compensation from governments when exploration rights are infringed upon. Should the expansion of the Fallon Range Training complex cause the Company’s exploration rights or water rights to be rescinded or otherwise further infringed upon, the Company intends to seek appropriate compensation. 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.

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, 2016). Due to the Navy’s proposed EIS regarding the expansion of the Fallon Range Training Complex, exploration activities at Bell Mountain are on hold, and payment of the advance royalty has been deferred by the royalty-holder for the years ended December 31, 2019 and 2018. 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 totalling 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%. During the year ended December 31, 2017, the Company impaired the carrying value of the Eastgate property to $nil. During the year ended December 31, 2019, the Company identified indicators that the impairment loss may no longer exist primarily due to the asset purchase agreement (Note 12). In 2019, the Company recognized a reversal of impairment for $334,345 related to the Eastgate property.

13

(an exploration stage enterprise)

Notes to the Condensed Interim Consolidated Financial Statements For the nine months ended September 30, 2020 and 2019 (unaudited - expressed in Canadian dollars)

EROS RESOURCES CORP.

5. EXPLORATION AND EVALUATION INTERESTS (continued)

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. As such, the Eastgate property was classified as assets held for sale (Note 12). Management assessed the fair value less cost of disposal (“FVLCD”) on the Eastgate property and determined the carrying amounts were less than their FVLCD.

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.

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. The shares were valued at $20,970 and a gain of $18,765 was recorded during the year ended December 31, 2019. During the year ended December 31, 2019, the Company along with Denison decided to reduce the Murphy Lake property by three claims due to management’s assessment of prospectively for future exploration work.

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

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.

Saskatchewan non-producing oil and gas interests

In 2018, the Company agreed to lease 415 hectares of land near its Flaxcombe wells for a 2 year period with an option to extend the lease for an additional 2 years. The Company also acquired 2D and 3D seismic data for the region and had it analysed in order to help identify potential drilling targets. During the year ended December 31, 2018, as the Company decided not to continue exploration on the land, the Company impaired its interests in the Saskatchewan non-producing oil and gas interests in accordance with Level 3 of the fair value hierarchy and recorded an impairment loss of $82,455.

14

EROS RESOURCES CORP.

(an exploration stage enterprise) Notes to the Condensed Interim Consolidated Financial Statements For the nine months ended September 30, 2020 and 2019 (unaudited - expressed in Canadian dollars)

6. PROPERTY AND EQUIPMENT

Oil & gas interests Mineral exploration Mineral exploration
Cost and equipment field equipment Total
Balance, December 31, 2018 $
392,210
$ 94,930 $ 487,140
Additions / disposals 13,257 1,510 14,767
Impairment (13,257) - (13,257)
Balance,December 31,2019 392,210 96,440 488,650
Additions/disposals - 1,510 14,767
Balance, September 30, 2020 $ 392,210 $ 96,440 $ 501,907
Accumulated Amortization
Balance, December 31, 2018 $ 392,210 $ 86,507 $
423,101
Amortization/Depletion - 1,603 55,616
Balance, December 31, 2019 392,210 88,110 478,717
Amortization/Depletion - 1,249 1,603
Balance, September 30, 2020 $ 392,210 $ 89,359 $ 480,320
Carrying Value
Balance, December 31, 2019 $ - $ 8,330 $
8,330
Balance, September 30, 2020 $ - $ 7,081 $ 7,081

Flaxcombe – heavy oil

On February 6, 2017, Eros funded the drilling of three vertical wells into the Flaxcombe heavy oil field, owned by Westcore Energy Ltd. (“Westcore”). According to the terms of the agreement with Westcore, Eros holds a 90% working interest in the wells until its investment is recovered, and 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, 2017, due primarily to the Company’s market capitalization, an indicator of impairment existed leading to a test of recoverable amount of the oil and gas assets. The Company estimated the recoverable amount based on fair value less cost of disposal using a discounted cash flow model categorized in Level 3 of the fair value hierarchy. Key assumptions in the determination of cash flows from reserves include crude prices, future capital and operating expenditures and discount rates specific to the underlying composition of assets residing in the cash generating unit, applied to the reserves included in the year-end reserves report. The post-tax discount rate used was 16.5%. The Company recorded an impairment loss of $930,286.

During the year ended December 31, 2018 and continuing through 2019, the wells have been offline for significant periods of time, triggering an impairment test of the recoverable amount of the oil and gas assets. The Company estimated the recoverable amount based on fair value less cost of disposing using a discounted cash flow model categorized in Level 3 of the fair value hierarchy. The Company recorded an impairment loss of $346,490 at December 31, 2018.

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(an exploration stage enterprise) Notes to the Condensed Interim Consolidated Financial Statements For the nine months ended September 30, 2020 and 2019 (unaudited - expressed in Canadian dollars)

EROS RESOURCES CORP.

7. SHARE CAPITAL AND CONTRIBUTED SURPLUS

Authorized

Unlimited number of common shares without par value

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.

Shares options and warrants issued

During the period ended September 30, 2020, the Company issued 48,446,880 common shares and 48,446,880 common share purchase warrant in conjunction with a rights offering. The common shares were issued at a price of $0.05 per share. The warrants are exercisable for a period of 12 months at a price of $0.15, subject to early expiry in the event that the 20-day weighted average trading price of the common shares exceeds $0.30.

During the period ended September 30, 2020, the Company issued 1,000,000 common shares and 1,000,000 common share purchase warrants in conjunction with a private placement. The common shares were issued at a price of $0.05 per share. The warrants are exercisable for a period of 24 months at a price of $0.15.

On July 30, 2019, the board of directors of the Company authorized the grand of 2,400,000 stock options pursuant to the Company’s stock option plan. 1,200,000 of the options were granted to directors and executive officers with the balance granted to employees and consultants. The options are exercisable at $0.08 per share. 50% of the options vest immediately, with the remaining 50% vesting 12 months from the issue date. The options expire July 30, 2024, subject to earlier expiry in accordance with the stock option plan and applicable policies of the TSX-V.

The value of the options issued on July 30, 2019, using the Black-Scholes option pricing model, was $113,444 ($0.05 per option) of which the portion relating to the vested options was allocated to share-based compensation expense, with a corresponding increase in contributed surplus. Assumptions using the pricing model for the year are as follows: risk-free rate of 1.44%, expected life of 5 years, annualized volatility of 80% and dividend rate of nil.

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Notes to the Condensed Interim Consolidated Financial Statements For the nine months ended September 30, 2020 and 2019 (unaudited - expressed in Canadian dollars)

EROS RESOURCES CORP.

(an exploration stage enterprise)

7. SHARE CAPITAL AND CONTRIBUTED SURPLUS (continued)

Share-based payments

Stock option transactions are summarized as follows:

e-based payments
k option transactions are summarized as follows:
Stock Options
Weighted Average
Number Exercise Price
Outstanding, December 31, 2018 3,481,250 $ 0.175
Granted 2,400,000 0.075
Expired (656,250) 0.142
Forfeited (1,150,000) $ 0.176
Outstanding, December 31, 2019 4,075,000 $ 0.122
Granted - -
Expired 600,000 0.1733
Cancelled - -
Outstanding,September 30,2020 3,475,000 $ 0.122
Number currentlyexercisable 3,475,000 $ 0.122

At September 30, 2020, stock options were outstanding as follows:

Number Exercise
Grant date of Shares Price ExpiryDate
August 16, 2016 675,000 $ 0.20 August 16, 2021
August 29, 2017 400,000 $ 0.165 August 29, 2022
July30,2019 2,400,000 $0.080 July30,2024
4,075,000

The weighted average remaining contractual life of the options is 3.25 years.

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(an exploration stage enterprise) Notes to the Condensed Interim Consolidated Financial Statements For the nine months ended September 30, 2020 and 2019 (unaudited - expressed in Canadian dollars)

EROS RESOURCES CORP.

8. RELATED PARTY BALANCES

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 nine months ended September 30, 2019 and 2018 was as follows:

Nine months Nine months
ended Sept. 30, ended Sept. 30,
2020 2019
Share-based compensation $
-
$ 56,722
Short-term benefits1 $
50,169
$ 111,784

1 Remuneration consists exclusively of salaries, bonuses, health benefits and consulting fees.

Other than the amounts disclosed above, there were no short-term employee benefits or share-based payments paid to key management personnel during the nine months ended September 30, 2020 or September 30, 2019.

9. PROMISSORY NOTES RECEIVABLE

On August 21, 2015, as amended June 2016, the Company signed a promissory note agreement with Lincoln and advanced Lincoln a total of US$71,000. The promissory note bore interest at the rate of 6% per annum until June 30, 2016, and 9% thereafter, and was due for repayment on September 15, 2017. Lincoln and the Company renegotiated the promissory note in 2017, and the Company agreed to accept 643,441 common shares of Lincoln as repayment for US$23,667 of the debt. The shares were received in January 2018, valued at $28,955 and a loss on settlement of $3,217 was recorded. During the year ended December 31, 2018, the promissory note ($64,553) and interest accrued ($17,204) was written off and a loss of $81,757 was recorded.

On May 1, 2019, the Company signed a promissory note agreement with MAS, whereby MAS can borrow up to a limit of $400,000 from the Company. As at September 30, 2020, $362,000 had been advanced to MAS. The promissory note is non-interest bearing and is payable on demand. Repayment is expected in full in the fourth quarter of 2020.

On March 24, 2020, the Company sold 5,000,000 shares of Southern Empire Resources Corp. to unrelated parties in exchange for promissory notes totalling $750,000. The promissory notes are secured by the shares sold. In the quarter, $454,239 was collected on the notes.

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Notes to the Condensed Interim Consolidated Financial Statements For the nine months ended September 30, 2020 and 2019 (unaudited - expressed in Canadian dollars)

EROS RESOURCES CORP.

(an exploration stage enterprise)

10. 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 $127,909 (December 31, 2017 – $126,029). 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, 2018 $
129,789
Accretion 1,940
Balance at December 31, 2018 $
131,729
Accretion -
Balance at June 30, 2019 $ 131,729

11. RIGHT-OF-USE ASSET AND LEASE LAIBILITY

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 as a ROU asset and $35,336 as a lease liability as at January 1, 2019.

The continuity of the ROU asset and lease liability for the period ended September 30, 2020 is as follows:

Right-of-use asset
Value of right-of-use asset as at December 31, 2019 $ 24,539
Amortization -
Value of right-of-use asset as at September 30, 2020 $ 24,539
Lease liability
Lease liability recognized as of December 31, 2019 $ 25,927
Lease payments -
Lease interest -
Lease liability recognized as of September 30, 2020 $ 25,927
Current portion $ 11,471
Long-termportion 14,456
$ 25,927

12. ASSETS HELD FOR SALE

On November 22, 2019, the Company signed an asset purchase agreement (“Asset Purchase Agreement”) with Southern Empire and Demerara, 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 tight, 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 Gold Corp. securities to Southern Empire in consideration for 2,856,665 Southern Empire shares.

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(an exploration stage enterprise) Notes to the Condensed Interim Consolidated Financial Statements For the nine months ended September 30, 2020 and 2019 (unaudited - expressed in Canadian dollars)

EROS RESOURCES CORP.

Management determined that the Eastgate property and Oro Cruz property meet 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. Consequently, the Eastgate property of $480,234, the Oro Cruz property of $279,821, and Bullfrog Gold Corp. securities of $1,469,900 were classified as assets held for sale as at December 31, 2019. The Bullfrog Gold Crop. securities consist of $1,312,500 in shares and $157,400 in share purchase warrants.

On March 24, 2020, the Asset Purchase Agreement with Southern Empire has closed. As such, Eros received 14,302,940 common shares of Southern Empire. The shares are held in escrow, whereby 10% of the escrowed shares will be released on closing date and 15% of the escrowed shares will be release each six month period thereafter. The Company also sold 5,000,000 common shares of Southern Empire for proceeds of $750,000. The shares are currently held in escrow.

Subsequent to the escrow shares received, Eros will hold 22% interest in Southern Empire.

13. SEGMENTED INFORMATION

The Company operates in two business segments 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 September 30, 2020, the long-term assets of $2,088,801 (2019 - $1,807,477) relates to mineral resource properties and reclamation bonds located in the United States with the remaining located in Canada. During the nine months ended September 30, 2020, revenue of $nil (2019 - $30,452) relates to revenues earned in Canada.

14. 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 continued with the modest change made in 2019 by continuing to deploy more capital into marketable securities. There were no capital restrictions in the quarter ended September 30, 2020 and the Company had no debt.

15. SUBSEQUENT EVENTS

Subsequent to the nine months ended September 30, 2020, the Company received exchange approval for a short-term loan issued to MAS Gold Corp, to a maximum of $500,000. The loan bears interest at a rate of 5% per annum and matures on October 30, 2021 unless demanded earlier by the Company.

The duration and impact of the COVID-19 outbreak is unknown at this time, as is the efficacy of the government and central bank interventions. It is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Company in future periods.

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