AI assistant
West Vault Mining Inc. — Interim / Quarterly Report 2021
Nov 19, 2021
46061_rns_2021-11-19_e2e6e832-924f-4802-8995-5212587ae33f.pdf
Interim / Quarterly Report
Open in viewerOpens in your device viewer
==> picture [190 x 64] intentionally omitted <==
Condensed Consolidated Interim Financial Statements of
WEST VAULT MINING INC. (Formerly West Kirkland Mining Inc.)
For the period ended September 30, 2021 (Expressed in Canadian dollars)
Office: Suite 838 1100 Melville Street Vancouver, BC V6E 4A6 Canada
TSXV: WVM Phone: (604) 685-8311 Fax: (604) 484-4710 [email protected] www.westvaultmining.com
Under National Instrument 51-102, “Continuous Disclosure Obligations”, Part 4 subsection 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 Company’s external auditors, Deloitte LLP, have not performed a review of these financial statements.
November 19, 2021
West Vault Mining Inc. Consolidated Statements of Financial Position
(Expressed in Canadian dollars)
| September 30, | December 31, | |||
|---|---|---|---|---|
| 2021 | 2020 | |||
| Assets | ||||
| Current: | ||||
| Cash | $ | 7,396,081 | $ | 2,139,956 |
| Accounts receivable | 11,454 | 14,816 | ||
| Prepaid expenses and deposits | 59,234 | 53,502 | ||
| Total current assets | 7,466,769 | 2,208,274 | ||
| Non-current assets: | ||||
| Reclamation bonds (Note 3) | 232,945 | 232,781 | ||
| Mineral properties (Note 4) | 43,613,125 | 42,582,991 | ||
| Total assets | $ | 51,312,839 | $ | 45,024,046 |
| Liabilities and Equity | ||||
| Current: | ||||
| Accounts payable and accrued liabilities | $ | 153,343 | $ | 457,388 |
| Total current liabilities | 153,343 | 457,388 | ||
| Non-current liabilities: | ||||
| Deferred Revenue (Note 5) | 8,113,201 | - | ||
| Reclamation provision | 70,487 | 70,437 | ||
| Total liabilities | $ | 8,337,031 | $ | 527,825 |
| Equity: | ||||
| Share capital (Note 6) | $ | 74,729,995 | $ | 74,559,615 |
| Warrant reserve | 310,748 | 311,323 | ||
| Share based payment reserve (Note 6) | 2,116,478 | 2,351,420 | ||
| Foreign currency translation reserve | 5,129,232 | 5,143,895 | ||
| Deficit | (39,310,645) | (37,870,032) | ||
| Total shareholders’ equity | $ | 42,975,808 | $ | 44,496,221 |
| Total liabilities and shareholders’ equity | $ | 51,312,839 | $ | 45,024,046 |
Going Concern (Note 1) Commitments and contingencies (Note 11)
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
Approved by the Board of Directors and authorized for issue on November 19, 2021.
/s/ Pierre Lebel /s/ Kevin Falcon Director Director
3
West Vault Mining Inc. Consolidated Statements of Loss and Comprehensive Loss
(Expressed in Canadian dollars)
| Three months | Three months | Nine months | Nine months | |||||
|---|---|---|---|---|---|---|---|---|
| ended | ended | ended | ended | |||||
| September 30, | September 30, | September 30, | September 30, | |||||
| 2021 | 2020 | 2021 | 2020 | |||||
| Expenses | ||||||||
| Fees associated with deferred revenue | $ | - |
$ | - | $ | 410,535 | $ | - |
| Consulting fees | 143,000 | 16,500 | 176,000 | 49,500 | ||||
| Professional Fees | 45,021 | 58,145 | 154,861 | 94,319 | ||||
| Salaries and benefits | 49,188 | 124,746 | 150,493 | 220,734 | ||||
| Shareholder relations | 12,364 | 27,175 | 105,361 | 63,401 | ||||
| Filing and transfer agent fees | 17,589 | 12,674 | 78,361 | 45,707 | ||||
| Office and general | 21,410 | 23,163 | 60,468 | 61,405 | ||||
| Travel | 7,386 | - | 7,386 | 2,368 | ||||
| Share-based compensation expense | - | 1,640,048 | - | 1,640,048 | ||||
| Accretion (Note 6) | 204,967 | - | 468,601 | - | ||||
| Loss before finance and other income | 500,925 | 1,902,451 | 1,612,066 | 2,177,482 | ||||
| Finance and Other Income | ||||||||
| Interest income | (641) | (2,383) | (5,611) | (6,468) | ||||
| Net loss | $ | 500,284 |
$ | 1,900,068 | $ | 1,606,455 | $ | 2,171,014 |
| Item that may be subsequently reclassified to | net loss | |||||||
| Exchange differences on translating foreign | ||||||||
| operations | (1,135,263) | 937,476 | 14,663 | (1,266,095) | ||||
| Comprehensive loss (income) for the period | $ | (634,979) |
$ | 2,837,544 | $ | 1,621,118 | $ | 904,919 |
| Loss attributable to: | ||||||||
| Shareholders of West Vault Mining | $ | 500,284 |
$ | 1,898,014 | $ | 1,606,455 | $ | 2,168,867 |
| Non-controlling interest | - | 2,054 | - | 2,147 | ||||
| Net Loss | $ | 500,284 |
$ | 1,900,068 | $ | 1,606,455 | $ | 2,171,014 |
| Comprehensive loss (gain) attributable to: | ||||||||
| Shareholders of West Vault Mining | $ | (634,979) |
$ | 2,871,501 | $ | 1,621,118 | $ | 883,958 |
| Non-controlling interest | **- ** | (33,957) | - | 20,961 | ||||
| Comprehensive Loss (Gain) | $ | (634,979) |
$ | 2,837,544 | $ | 1,621,118 | $ | 904,919 |
| Basic and diluted loss per share | $ | 0.01 |
$ | 0.04 | $ | 0.03 | $ | 0.05 |
| Weighted average number of common | ||||||||
| shares outstanding: | ||||||||
| Basic and diluted | 58,090,242 | 50,642,119 | 58,052,834 | 45,129,064 |
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
4
West Vault Mining Inc. Consolidated Statements of Changes in Equity
(Expressed in Canadian dollars)
| Share Capital | Warrant Reserve Share Based Payment Reserve Foreign Currency Translation Reserve Deficit Attributable to the Shareholders of the Parent Company Non- Controlling Interest Total $ - $ 707,874 $ 6,034,285 $ (22,093,543) $ 41,278,266 $ 1,151,658 $ 42,429,924 - - - - 18,831,650 - 18,831,650 - - - - (861,620) - (861,620) - 1,796,744 - - 1,796,744 - 1,796,744 - (27,480) - - 48,000 - 48,000 311,323 - - - 311,323 - 311,323 - - - - - 121,000 121,000 - - (7,358) (13,355,683) (13,363,041) (1,251,697) (14,614,738) - - 1,247,280 - 1,247,280 (18,814) 1,228,466 - - - (2,168,867) (2,168,867) (2,147) (2,171,014) |
Warrant Reserve Share Based Payment Reserve Foreign Currency Translation Reserve Deficit Attributable to the Shareholders of the Parent Company Non- Controlling Interest Total $ - $ 707,874 $ 6,034,285 $ (22,093,543) $ 41,278,266 $ 1,151,658 $ 42,429,924 - - - - 18,831,650 - 18,831,650 - - - - (861,620) - (861,620) - 1,796,744 - - 1,796,744 - 1,796,744 - (27,480) - - 48,000 - 48,000 311,323 - - - 311,323 - 311,323 - - - - - 121,000 121,000 - - (7,358) (13,355,683) (13,363,041) (1,251,697) (14,614,738) - - 1,247,280 - 1,247,280 (18,814) 1,228,466 - - - (2,168,867) (2,168,867) (2,147) (2,171,014) |
|
|---|---|---|---|
Number Amount |
|||
| Balance at December 31, 2019 Share issuance Share issuance costs Share compensation expense Shares issued upon exercise of options Warrants Contributions for project costs Purchase remaining 25% of Hasbrouck Other comprehensive loss Net loss |
40,867,297 $ 56,629,650 17,042,333 18,831,650 - (861,620) - - 80,000 75,480 - - - - - - - - - - |
||
| Balance September 30, 2020 Share issuance costs Share compensation expense Purchase remaining 25% Hasbrouck Other comprehensive loss Net Loss |
57,989,630 $ 74,675,160 - (115,545) - - - - - - - - |
$ 311,323 $ 2,504,618 $ 7,274,207 $ (37,618,093) $ 47,147,215 $ - $ 47,147,215 - - - - (115,545) - (115,545) - (153,198) - - (153,198) - (153,198) - - - (140,570) (140,570) - (140,570) - - (2,130,312) - (2,130,312) - (2,130,312) - - - (111,369) (111,369) - (111,369) |
|
| Balance December 31, 2020 Share issuance – warrants Shares issued upon exercise of options Expired stock options Other comprehensive loss Net Loss |
57,989,630 $ 74,559,615 612 1,280 100,000 169,100 - - - - - - |
$ 311,323 $ 2,351,420 $ 5,143,895 $ (37,870,032) $ 44,496,221 $ - $ 44,496,221 (575) - - - 705 - 705 - (69,100) - - 100,000 - 100,000 - (165,842) - 165,842 - - - - - (14,663) - (14,663) - (14,663) - - - (1,606,455) (1,606,455) - (1,606,455) |
|
| Balance September 30, 2021 | 58,090,242 $ 74,729,995 |
$ 310,748 $ 2,116,478 $ 5,129,232 $ (39,310,645) $ 42,975,808 |
$ - $ 42,975,808 |
The accompanying notes are an integral part of these condensed consolidated interim financial statements
5
West Vault Mining Inc. Consolidated Statements of Cash flows
(Expressed in Canadian dollars)
| Nine months ended September 30, 2021 Nine months ended September 30, 2020 Cash flows provided by (used in): Operating activities Net loss $ (1,606,455) $ (2,171,014) Items not involving cash: Accretion 468,601 - Share-based compensation expense - 1,640,048 Changes in non-cash working capital: Accounts receivable 3,362 (8,324) Prepaid expenses and other (5,728) (4,652) Accounts payable and accrued liabilities (322,481) (18,576) |
Nine months ended September 30, 2021 Nine months ended September 30, 2020 |
Nine months ended September 30, 2021 Nine months ended September 30, 2020 |
|---|---|---|
| (2,171,014) - 1,640,048 (8,324) (4,652) (18,576) |
||
| Net cash used in operating activities $ (1,462,701) $ |
(562,518) | |
| Investing activities Expenditures on mineral properties (Note 4) $ (665,952) $ Acquisition of Hill of Gold (Note 4) (315,672) |
(730,788) - |
|
| Net cash used in investing activities $ (981,624) $ |
(730,788) | |
| Financing Activities Issuance of share capital $ - $ Purchase 25% Hasbrouck Project - Share issuance costs - Cash proceeds from stream sale 7,611,000 Proceeds from warrant exercise 705 Proceeds from option exercise 100,000 Cash contributions from non-controlling interest - |
18,831,650 (14,614,738) (550,297) - - 48,000 143,942 |
|
| Net cash received from financing activities $ 7,711,705 $ |
3,858,207 | |
| Increase (Decrease) in cash $ 5,267,380 $ Effect of exchange rate changes on cash denominated in a foreign currency (11,255) Cash, beginning of period $ 2,139,956 $ |
2,564,901 11,384 51,642 |
|
| Cash, end ofperiod $ 7,396,081 $ |
2,627,927 | |
| Supplemental disclosure of cash flow information Non-cash activities: Depreciation capitalized to mineral properties $ - $ (Increase) Decrease in trade and other payables related to mineral properties (18,409) |
6,241 12,086 |
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
6
West Vault Mining Inc. Notes to the condensed consolidated interim financial statements Periods ended September 30, 2021 and 2020
(Unaudited - expressed in Canadian dollars)
1. Nature of Operations and Continuance of Operations
West Vault Mining Inc. (formerly West Kirkland Mining Inc.) (“West Vault” or the “Company”) was incorporated on April 3, 2007, under the Company Act of the Province of British Columbia, Canada. The Company was a capital pool corporation, and on May 28, 2010, completed its Qualifying Transaction as that term is defined in TSX Venture Exchange Policy 2.4. On June 25, 2020 the Company’s shareholders approved the Company’s name change from West Kirkland Mining Inc to West Vault Mining Inc. These interim condensed consolidated financial statements reflect the financial position, financial performance and cash flows of the Company’s legal subsidiaries, WK Mining Corp. (“WKM Corp.”), WK Mining (USA) Ltd. (“WK USA Ltd.”) and WK-Allied Hasbrouck LLC (“Hasbrouck LLC”).
The Company is an exploration and development company working on mineral properties it has staked or acquired in Nevada. The Company’s flagship project consists of the 100% owned Hasbrouck & Three Hills gold properties (together the “Hasbrouck Project” and individually the “Hasbrouck Mine” and the “Three Hills Mine”). An updated pre-feasibility study and declaration of reserves was completed for the Hasbrouck Project in September 2016. The Company defers all acquisition, exploration and development costs related to the properties on which it is conducting exploration and advancing development. The recoverability of these amounts depends upon the existence of economically recoverable reserves, the ability of the Company to obtain necessary permitting and financing, and future profitable production, or alternatively, upon the Company’s ability to dispose of its interests on a profitable basis.
Currently, the Company is not generating revenue from the Hasbrouck Project, and does not generate sufficient cash flows to support its operations. This condition calls into question the Company’s ability to continue as a going concern. In addition, should the Company decide to develop the Hasbrouck Project, the Company will need to raise additional financing. In response to the uncertainty caused by the lack of revenue and cash flows, the Company has taken several actions including actively monitoring cash flow forecasts and results, and what expenditures are required to maintain the Hasbrouck Project. At period end, the Company had $7.4 million of cash.
Based on these actions, the Company has sufficient cash to fund its operations, working capital requirements and capital program for at least the next 12 months. As a result, after considering all relevant information, including its actions completed to date and its future plans, management has concluded that there is no material uncertainty related to events or conditions that may cast significant doubt upon the Company’s ability to continue as a going concern for a period of 12 months from the consolidated statement of financial position date. The estimates used by management in reaching this conclusion are based on information available as of the date these financial statements were authorized for issuance and include internally generated cash flow forecasts. Accordingly, actual results could differ from these estimates and resulting variances may be material to management’s assessment.
In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. While vaccines are currently being distributed, this contagious disease has resulted in various lockdowns and social distancing measures that have been and will continue to be implemented in British Columbia and Nevada. These measures could slow further development at the Hasbrouck Project. While the impact of COVID-19 is expected to be temporary, the current circumstances are dynamic and the impacts of COVID-19 on our business operations, including development at the Hasbrouck Project, cannot be reasonably estimated at this time. The pandemic could have material adverse impacts on our business, liquidity, results of operations and financial position in 2021 and beyond.
2. Statement of Compliance and Basis of Presentation
These unaudited condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard 34 Interim Financial Reporting (“IAS 34”) using accounting policies consistent with IFRS and follow the same accounting policies and methods of application as our most recent annual financial statements. Accordingly, certain disclosures included in annual financial statements prepared in accordance with IFRS have been condensed or omitted and these unaudited condensed consolidated interim financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2020.
7
West Vault Mining Inc. Notes to the condensed consolidated interim financial statements Periods ended September 30, 2021 and 2020 (Unaudited - expressed in Canadian dollars)
3. Reclamation Bonds
The Company’s US subsidiaries, WK USA Ltd. and Hasbrouck LLC have posted total statewide bonds of US$177,412 to the Bureau of Land Management (“the BLM”), while WKM USA Ltd, has also posted a bond to the Division of Oil, Gas and Mining of Utah (“DOGM”) for disturbance of ground required to complete exploration work on the formerly held TUG property for US$5,414 (including interest). Amounts are converted to Canadian dollars as follows:
| At September 30, 2021 WK USA Ltd. Hasbrouck LLC |
BLM – Nevada DOGM - Utah |
|---|---|
| USD CAD USD CAD $ 37,219 $ 47,421 $ 5,414 $ 6,898 140,193 178,626 - - |
| At December 31, 2020 WK USA Ltd. Hasbrouck LLC |
BLM – Nevada DOGM - Utah |
|---|---|
| USD CAD USD CAD $ 37,219 $ 47,387 $ 5,414 $ 6,893 140,193 178,501 - - |
|
| Total | $ 177,412 $ 225,888 $ 5,414 $ 6,893 |
Bond amounts posted with DOGM are expected to be returned to the Company once reclaimed areas at TUG are inspected and approved.
4. Mineral Properties
The Company’s flagship project is the Hasbrouck Project. The Company purchased 75% of the Hasbrouck Project in April 2014, with the remaining 25% purchased August 13, 2020 (see details on both transactions below). Since acquiring 75% of the project in 2014 the Company has been the project operator. The project is held in the Hasbrouck LLC where the Company owns 100% of the issued shares. All costs incurred by all parties on the Hasbrouck Project are included in the table below:
| Balance December 31, 2019 | $ | 42,379,795 |
|---|---|---|
| Permitting | 360,335 | |
| Salaries and Wages | 435,791 | |
| Land Holding Costs | 178,766 | |
| Other | 63,632 | |
| Foreign Exchange Movement | (835,328) | |
| Balance December 31, 2020 | $ | 42,582,991 |
| Acquisition Hill of Gold (see below) | 315,672 | |
| Permitting | 160,360 | |
| Salaries and Wages | 189,179 | |
| Land Holding Costs | 271,655 | |
| Other | 63,027 | |
| Foreign Exchange Movement | 30,241 | |
| Balance September 30, 2021 | 43,613,125 |
8
West Vault Mining Inc. Notes to the condensed consolidated interim financial statements Periods ended September 30, 2021 and 2020
(Unaudited - expressed in Canadian dollars)
Hasbrouck Project
25% Acquisition – 2020
On August 13, 2020, the Company closed a sale and purchase agreement with Clover Nevada LLC, a wholly owned subsidiary of Waterton Precious Metals Fund II Cayman LP (“Waterton”), whereby the Company consolidated 100% ownership of the Hasbrouck Project. To acquire Waterton’s 25% interest in the Hasbrouck Project, the Company paid Waterton US$10 million in cash and issued 1.0 million common shares worth $1.3 million based on the share price at the time of issuance. The transaction was subject to the completion of a concurrent financing by the Company (see Note 6).
In the event of a change of control of the Company, or if the Company had sold substantially all of the Hasbrouck Project within six or twelve months from the closing of the transaction, Waterton would have been entitled to a cash payment (the “Trailing Payment”) calculated as a declining percentage of the consideration received in excess of US$50 million at a rate of 25% or 12.5% respectively. For the six months subsequent to August 13, 2021, Waterton will be entitled to a Trailing Payment calculated at 6.25% of any consideration received in excess of US$50 million, after which time no further Trailing Payment will be due to Waterton.
As the Company controlled the Hasbrouck Project both before and after the 25% purchase, no gain or loss was recognized upon the acquisition of the remaining 25%. The $13.5 million difference between the consideration paid and the $1.25 million non-controlling interest that was eliminated was recognized directly in the equity of the Company, as parent.
75% Acquisition – 2014
On January 24, 2014, the Company signed a purchase agreement (the “Hasbrouck PA”) with Allied Nevada Gold Corp. (“ANV”) to acquire a 75% interest in ANV’s Hasbrouck Project. The Company made a nonrefundable US$500,000 cash deposit upon execution of the letter agreement and an additional US$19.5 million payment on April 23, 2014 at which time the Company’s purchase was completed.
Sprott Stream Transaction
On March 1, 2021, the Company announced the closing of a gold and silver Purchase and Sale Agreement (the “Stream Agreement”) with Sprott Private Resource Streaming and Royalty Corp (“Sprott”) for 1.41% of all the refined gold and silver to be produced over the life of mine from the Hasbrouck Project.
In consideration of the Stream Agreement, Sprott has paid the Company an advance purchase deposit of US$6.0 million ($7.6 million at September 30, 2021 exchange rate) and is to advance an additional deposit of US$1.0 million within 10 days of the Company announcing a Board approved construction decision for the Hasbrouck Project. Sprott may then elect to include the Hill of Gold property to the Stream Agreement by advancing a final deposit of US$300,000 within 60 days following payment of the additional US$1.0 million deposit.
A cash transfer price payable upon delivery of refined gold and silver to Sprott has been set at 20% of the market value per ounce of metal, as quoted by the London Bullion Market Association on the date of delivery. The balance of the market value per ounce will be applied as a credit against the advance cash deposits by Sprott until the advances are fully utilized. Thereafter the price paid to the Company for the metals delivered will be 20% of the market value thereof.
Activity on the Hasbrouck Project
The Hasbrouck Project consists of the Three Hills Mine and the Hasbrouck Mine. As per the 2016 prefeasibility study on the Hasbrouck Project, the Three Hills Mine is scheduled to commence construction three years prior to the Hasbrouck Mine. Federal permits for the Three Hills Mine were obtained in 2015 and the Company’s main activity in 2020 was to obtain the federal mining permit to construct and operate the Hasbrouck Mine, which was obtained on November 4, 2020. During 2021 the Company acquired the Hill of
9
West Vault Mining Inc. Notes to the condensed consolidated interim financial statements Periods ended September 30, 2021 and 2020
(Unaudited - expressed in Canadian dollars)
Gold property (described below) and has been working to incorporate this small project into the Three Hills mine plan and permitting.
The Hasbrouck Project is held in a limited liability corporation, Hasbrouck LLC, for ownership and operating purposes. Until August 13, 2020, Waterton owned a 25% interest in Hasbrouck LLC and was required to fund their 25% share of expenditures. Effective August 13, 2020 the Company purchased the remaining 25% of the Hasbrouck Project from Waterton and all amounts due from Waterton have been received by the Company.
Other Properties related to the Hasbrouck Project
The Company holds royalties over the Hasbrouck Project and the Hill of Gold property located between the Hasbrouck Mine and the Three Hills mine, which is held as a possible source of heap leach ore to augment planned production at the Three Hills Mine.
Hill of Gold Property
In November 2016, the Company signed a ten-year Mineral Lease and Option to Purchase Agreement (the “HOG Lease”) for a 100% interest in the Hill of Gold property located midway between the Three Hills Mine and the Hasbrouck Mine. The HOG Lease covered 25 mining claims on approximately 500 acres of unpatented land. The HOG Lease terms allowed for mining and required annual pre-payments on a 2% NSR royalty of US$25,000 for the first three years and thereafter US$30,000 per year, with the option of buying the mining claims and royalty outright for US$500,000 at any time during the lease term.
On February 2, 2021, the Company announced the purchase of the Hill of Gold property in exchange for a one-time payment of US$250,000, thereby extinguishing the pre-existing HOG Lease and related advance 2% NSR royalty payments.
Hasbrouck 1.1% NSR Royalty
In May 2017, the Company purchased an existing 1.1% NSR royalty (the “1.1% NSR Royalty”) on the Hasbrouck Project from Newmont Corporation, and also acquired the rights to US$1.0 million in payments due upon commercial production at the Hasbrouck Project. The Company traded its former TUG property for this royalty, which comprised a low-grade outcropping gold and silver deposit in the Long Canyon Trend, north-west Utah. The 1.1% NSR Royalty is a component of the approximate total 3.5% NSR royalty existing on the property.
5. Deferred Revenue
On February 22, 2021 the Company entered into a gold and silver stream with Sprott whereby Sprott has made an upfront cash payment of US$6 million (C$7.6 million) pursuant to which the Company will deliver to Sprott 1.41% of all the gold and silver produced for the life of mine from the Hasbrouck Project. Under the terms Sprott will also pay the Company a further US$1 million within 10 days of the Company announcing a Board approved construction decision for the Hasbrouck Project.
The upfront payment for the stream has been accounted for as deferred revenue as the agreement will be satisfied through the delivery of non-financial items (i.e. gold and silver from the Company’s production) rather than cash or financial assets. The drawdown of the deferred revenue will be credited to future sales in the corresponding period. The Company recognizes interest expense at each reporting period and will accrete the deferred revenue balance to recognize the significant financing element that is part of the streaming agreement.
| Balance December 31, 2020 | $ | - |
|---|---|---|
| Deferred net revenue proceeds | 7,611,000 | |
| Accretion | 468,601 | |
| Foreign exchange | 33,600 | |
| Balance September 30, 2021 | $ | 8,113,201 |
10
West Vault Mining Inc. Notes to the condensed consolidated interim financial statements Periods ended September 30, 2021 and 2020 (Unaudited - expressed in Canadian dollars)
6. Share Capital
The authorized share capital consists of an unlimited number of common shares without par value. At September 30, 2021, the Company had 58,090,242 shares outstanding.
During the period ended September 30, 2021 the Company issued 612 shares upon the exercise of 612 warrants for gross proceeds of $704 received by the Company.
During the period ended September 30, 2021 the Company issued 100,000 shares upon the exercise of 100,000 share options for gross proceeds of $100,000 received by the Company.
On August 13, 2020, the Company closed both a brokered private placement and a non-brokered private placement, both at a subscription price of $1.15 per common share, issuing 5,520,000 and 8,855,000 million shares for gross proceeds of $6,348,000 and $10,183,250 respectively. Total fees of $942,122 (including warrants valued at $311,323) were incurred on the offerings.
On August 13, 2020, the Company issued 1,000,000 common shares at a deemed price of C$1.30 to Waterton as part of the acquisition of 25% of the Hasbrouck Project (see Note 4 for further details).
On June 29, 2020, the Company completed a consolidation of its common shares on the basis of one new share for ten old shares (1:10). All share numbers in these financial statements are presented on a post consolidation basis.
On January 21, 2020, the Company closed a non-brokered private placement of 1,667,333 shares at a price of $0.60 per share for gross proceeds of $1,000,400. Finders fees, legal and exchange fees totaled $35,043. During fiscal 2020, the Company issued 80,000 common shares upon the exercise of 80,000 share purchase options. Total proceeds of $48,000 were received by the Company.
Warrant Reserve
In connection with the 2020 brokered private placement the Company issued 331,200 warrants to brokers connected with the financing. Each warrant is exercisable for one common share at a price of $1.15 until August 14, 2022. A fair value of $311,323 was attributed to these warrants by using the Black Scholes pricing model using the following weighted average assumptions:
| Expected life | 2.0 years |
|---|---|
| Risk-free interest rate | 0.28% |
| Expected volatility | 121% |
| Expected dividends | - |
| Weighted average fair value of warrant granted | $0.94 |
| Number | Value | |
|---|---|---|
| December 31, 2019 | - | - |
| Granted | 331,200 | $ 311,323 |
| December 31, 2020 | 331,200 | $ 311,323 |
| Exercised | (612) | (575) |
| September 30, 2021 | 330,588 | $ 310,748 |
Share based payment reserve
The Company established a stock option plan (the “Plan”) on May 1, 2007, whereby options can be granted to directors, officers, employees and consultants at the discretion of the Board of Directors. The number of options that can be granted may not exceed 10% of the Company’s total shares issued and outstanding.
11
West Vault Mining Inc. Notes to the condensed consolidated interim financial statements Periods ended September 30, 2021 and 2020
(Unaudited - expressed in Canadian dollars)
The following table summarizes the Company’s outstanding share options:
| Exercise Price | Number Outstanding | Weighted Average | Number Exercisable at |
|---|---|---|---|
| at September 30, 2021 | Remaining Contractual | September 30, 2021 | |
| Life (Years) | |||
| $1.50 | 1,560,000 |
3.89 | 1,560,000 |
| $1.10 | 345,000 |
0.26 | 345,000 |
| $0.60 | 632,500 |
1.53 | 632,500 |
| 2,537,500 | 2.81 | 2,537,500 |
The weighted average remaining contractual life of options outstanding at September 30, 2021 is 2.81 years.
The following table summarizes the Company’s share-based payment reserve:
| Balance December 31, 2019 | $ | 707,874 |
|---|---|---|
| Share options exercised | (27,480) | |
| Share compensation expense | 1,671,026 | |
| Balance December 31, 2020 | $ | 2,351,420 |
| Share options exercised | (69,100) | |
| Share options expired | (165,842) | |
| Balance September 30, 2021 | **$ ** | 2,116,478 |
For the year ended December 31, 2020, 1,560,000 share options were granted to various employees, consultants and directors associated with the Company. Each share option is exercisable at a price of $1.50 for a period of five years and vests immediately. The Company expensed $1,486,851 and capitalized $184,175 to the Hasbrouck/Three Hills property related to these options. At the grant dates the Black Scholes model was used to value these options using the following weighted average assumptions:
| Expected life | 5 years |
|---|---|
| Risk-free interest rate | 0.30% |
| Expected volatility | 101% |
| Expected dividends | - |
| Number | Weighted average exerciseprice |
|
|---|---|---|
| December 31, 2019 | 1,397,500 | $0.80 |
| Exercised | (80,000) | $0.60 |
| Granted | 1,560,000 | $1.50 |
| December 31, 2020 | 2,877,500 | $1.20 |
| Exercised | (100,000) | $1.00 |
| Cancelled | (240,000) | $1.00 |
| September 30, 2021 | 2,537,500 | $1.22 |
The weighted average exercise price for the outstanding and exercisable share purchase options at September 30, 2021 is $1.22.
7. Capital Risk Management
The Company’s objectives in managing its liquidity and capital are to safeguard the Company’s ability to continue as a going concern and to provide financial capacity to meet its strategic objectives. The capital structure of the Company consists of equity attributable to common shareholders, comprised of issued share capital, reserves and accumulated deficit.
12
West Vault Mining Inc. Notes to the condensed consolidated interim financial statements Periods ended September 30, 2021 and 2020 (Unaudited - expressed in Canadian dollars)
The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares, issue new debt and acquire or dispose of mineral rights.
As at September 30, 2021, the Company does not have any long-term debt and is not subject to any externally imposed capital requirements.
8. Financial Risk Management
The Company examines the various financial instrument risks to which it is exposed and assesses the impact and likelihood of those risks.
(a) Fair Value
As at September 30, 2021, the Company’s financial instruments consist of cash, accounts receivable, reclamation bonds, accounts payable and accrued liabilities. The fair values of accounts receivable, accounts payable and accrued liabilities approximate their carrying values due to the short-term nature of these instruments and the fair value of the reclamation bonds approximates their fair value due to the fact they earn interest at rates approximating market rates.
(b) Interest Rate Risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to the short-term interest rates through the interest earned on cash balances; however, management does not believe this exposure is significant.
(c) Credit Risk
Credit risk is the risk of financial loss to the Company if a customer fails to meet its contractual obligations. The Company is exposed to credit risk through its cash, which is held in large Canadian financial institutions and accounts receivable. The Company believes this credit risk is insignificant.
(d) Foreign Currency Risk
Foreign currency risk is the risk that the fair value of financial instruments or future cash flows will fluctuate as a result of changes in foreign exchange rates. The Company operates in Canada and the United States and is therefore exposed to foreign currency risk arising from transactions denominated in U.S. dollars. Certain amounts of the Company’s accounts payable and accrued liabilities are denominated in U.S. dollars. A 10% change in the exchange rate between the Canadian and United States dollar would have an effect on the loss before income taxes as at September 30, 2021 of approximately $60,258 (December 31, 2020, $385). The Company monitors its net exposure to foreign currency fluctuations and adjusts its cash held in U.S. dollars accordingly. The following table lists the Canadian dollar equivalent of financial instruments and other current assets denominated in U.S. dollars as of September 30, 2021:
| September30,2021 | September30,2021 | December | 31,2020 | |
|---|---|---|---|---|
| Cash | $ | 7,315,206 | $ | 55,492 |
| Prepaid expenses and other | 1,656 | 4,202 | ||
| Reclamation bond | 232,945 | 232,781 | ||
| Accounts payable and accrued liabilities | 39,187 | 38,215 | ||
| Deferred revenue | 8,113,201 | - |
13
West Vault Mining Inc. Notes to the condensed consolidated interim financial statements Periods ended September 30, 2021 and 2020 (Unaudited - expressed in Canadian dollars)
(e) Liquidity Risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages liquidity risk through the management of its capital structure.
Accounts payable and accrued liabilities are due within the current operation period.
9. Segmented Information
The Company operates in one segment being the exploration and development of mineral properties in Nevada. The Company operates in two geographical areas being Nevada and Canada. All of the Company’s non-current assets are held in Nevada.
10. Related Party Transactions
The Company paid remuneration for the following items with companies related by way of directors in common:
| Nine months | Nine months | Three months | Three months | ||
|---|---|---|---|---|---|
| ended | ended | ended | ended | ||
| September | September | September | September | ||
| 30, 2021 | 30, 2020 | 30, 2020 | 30, 2020 | ||
| General Administration | $ | 18,000$ | 18,000 $ | 6,000$ | 6,000 |
| Accounting fees | 36,000 | 36,000 | 12,000 | 12,000 | |
| Rent | 18,846 | 18,846 | 6,282 | 6,282 | |
| DirectorsFees | 70,568 | 71,750 | 21,318 | 22,500 | |
| Total Related PartyTransactions | $ | 143,414$ | 144,596$ | 45,600$ | 46,782 |
For the nine month period ended September 30, 2021, the Company accrued and paid Platinum Group Metals Ltd., a company related by virtue of a common director and common officer, i) $18,000 (September 30, 2020 - $18,000) for day-to-day administration, reception and secretarial services, ii) $36,000 (September 30, 2020 - $36,000) for accounting services, and iii) $18,846 (September 30, 2020 - $18,846) for rent. Amounts payable at period end include an amount of $9,209 payable to Platinum Group Metals Ltd. (December 31, 2020 - $23,208).
These transactions are in the normal course of operations and are measured at the exchange amount of consideration established and agreed to by the parties.
11. Commitments and Contingencies
To acquire certain other mineral property interests or to continue to hold current properties in Nevada the Company must make optional acquisition and exploration expenditures in order to satisfy the terms of existing option agreements, failing which the rights to such mineral properties will revert to the property vendors. For details of the Company’s mineral property acquisitions and optional expenditure commitments see Note 4. The Company has no other identified commitments or contingencies.
7