Condensed Interim Consolidated Financial Statements
AVIDIAN GOLD CORP.
For the three and six months ended December 31, 2020 and 2019
(Expressed in US dollars)
NOTICE OF NO AUDITOR REVIEW OF CONDENSED INTERIM CONSOLIDATED
FINANCIAL STATEMENTS
The accompanying unaudited condensed interim consolidated financial statements of Avidian Gold Corp. (the "Corporation" or "Avidian") for the three and six months ended December 31, 2020 and 2019 have been prepared by Management, reviewed by the Audit Committee and approved by the Board of Directors of the Company.
In accordance with National Instrument 51-102, Continuous Disclosure Obligations of the Canadian Securities Administrators, the Company herewith discloses that the accompanying unaudited condensed interim financial statements have not been reviewed by an auditor.
February 26, 2021
"David Anderson" Chief Executive Officer
"Donna McLean" Chief Financial Officer
AVIDIAN GOLD CORP. | |
Table of Contents | |
Page | |
Condensed Interim Consolidated Statements of Financial Position | 2 |
Condensed Interim Consolidated Statements of Operations and Comprehensive Loss | 3 |
Condensed Interim Consolidated Statements of Change in Shareholders' Equity (Deficiency) | 4 |
Condensed Interim Consolidated Statements of Cash Flows | 5 |
Notes to the Condensed Interim Consolidated Financial Statements | 6 - 25 |
Condensed Interim Consolidated Statements of Financial Position
(Expressed in US Dollars - Unaudited)
As at | As at | |
December 31, | June 30, | |
2020 | 2020 | |
$ | $ | |
Assets | ||
Current | ||
Cash | 1,330,300 | 927,739 |
Amounts receivable and prepaid expenses | 314,169 | 107,056 |
Total current assets | 1,644,469 | 1,034,795 |
Non-current assets | ||
Equipment (Note 7) | 86,082 | 98,612 |
Total assets | 1,730,551 | 1,133,407 |
Liabilities | ||
Current | ||
Trade payables and accrued liabilities | 128,121 | 165,650 |
Total current liabilities | 128,121 | 165,650 |
Non-current liabilities | ||
Convertible debenture (Note 14) | 625,045 | 434,084 |
Warrant liability (Note 9) | 3,098,526 | 175,968 |
Total liabilities | 3,851,692 | 775,702 |
Shareholders' Equity | ||
Share capital (Note 8(b)) | 14,889,447 | 12,340,136 |
Share-based payment reserve (Note 8(c)) | 1,274,262 | 1,080,303 |
Deficit | (18,397,752) | (13,296,856) |
Equity attributable to shareholders of the Corporation | (2,234,043) | 123,583 |
Non-controlling interest (Note 10) | 112,902 | 234,122 |
Total equity | (2,121,141) | 357,705 |
Total liabilities and shareholders' equity | 1,730,551 | 1,133,407 |
DESCRIPTION OF BUSINESS AND GOING CONCERN (Note 1) | ||
COMMITMENTS AND CONTINGENCIES (Notes 15 and 16) | ||
SUBSEQUENT EVENTS (Note 17) | ||
APPROVED BY THE BOARD OF DIRECTORS | ||
Original signed by David C. Anderson, Director | ||
Original signed by Dino Titaro, Director |
See accompanying notes to the condensed interim consolidated financial statements Page 2 of 25
AVIDIAN GOLD CORP.
Condensed Interim Consolidated Statements of Operations and Comprehensive Loss
(Expressed in US Dollars - Unaudited)
For the three | For the three | For the six | For the six |
months ended | months ended | months ended | months ended |
December 31, | December 31, | December 31, | December 31, |
2020 | 2019 | 2020 | 2019 |
$ | $ | |||
Operating Expenses | ||||
Exploration and evaluation expenditures (Note 15) | 478,746 | 319,193 | 2,929,134 | 1,477,612 |
General and administrative (Note 13) | 177,983 | 154,970 | 346,239 | 295,230 |
Share-based compensation (Note 8(c)) | 124,934 | 76,155 | 210,016 | 133,494 |
Convertible debenture interest (Note 14) | 19,228 | 16,885 | 38,036 | 33,766 |
Accretion (Note 14) | 22,844 | 17,228 | 45,188 | 34,452 |
Net loss before other losses (gains) | 823,735 | 584,431 | 3,568,613 | 1,974,554 |
Foreign exchange losses | 88,246 | 37,424 | 64,361 | 29,898 |
Unrealized (gain) loss on warrant revaluation (Note 9) | (517,085) | 30,836 | 1,751,017 | 60,097 |
Unrealized (gain) loss on conversion feature (Note 14) | (34,341) | (22,747) | 72,677 | 7,563 |
Total other (gains) losses | (463,180) | 45,513 | 1,888,055 | 97,558 |
Net loss and comprehensive loss | ||||
for the period | 360,555 | 629,944 | 5,456,668 | 2,072,112 |
Net loss and comprehensive loss attributable to: | ||||
Shareholders of the Corporation | 330,051 | 523,246 | 5,227,075 | 1,572,446 |
Non-controlling interest (Note 10) | 30,504 | 106,698 | 229,593 | 499,666 |
Net loss and comprehensive loss | ||||
for the period | 360,555 | 629,944 | 5,456,668 | 2,072,112 |
Net loss per share - basic and diluted (Note 11) | 0.00 | 0.01 | 0.04 | 0.02 |
Weighted average number of shares | ||||
outstanding - basic and diluted (Note 11) | 122,251,892 | 85,623,430 | 119,065,899 | 79,399,715 |
Page 3 of 25 |
$
See accompanying notes to the condensed interim consolidated financial statements
$
AVIDIAN GOLD CORP.
Condensed Interim Consolidated Statements of Change in Shareholders' Equity (Deficiency)
(Expressed in US Dollars - Unaudited)
Equity | |||||||
Share-based | attributable to | ||||||
payment | shareholders of | Total Equity | |||||
Number of shares | Share capital | reserve | Deficit | the Corporation | (Deficiency) | ||
$ | $ | $ | $ | $ | |||
Balance June 30, 2019 | 64,150,961 | 10,264,689 | 778,217 | (10,580,179) | 462,727 | 55,634 | 518,361 |
Non-controlling interest on acquisition | - | - | - | 688,050 | 688,050 | 58,772 | 746,822 |
Net loss and comprehensive loss for the period | - | - | - | (1,572,446) | (1,572,446) | (499,666) | (2,072,112) |
Private placement, net of issue costs (Note 8(b)) | 28,780,768 | 2,063,358 | 17,222 | - | 2,080,580 | - | 2,080,580 |
Value of warrants issued under private placement (Note 9) | - | (122,150) | - | - | (122,150) | - | (122,150) |
Share-based compensation (Note 8(c)) | - | - | 133,494 | - | 133,494 | - | 133,494 |
Balance December 31, 2019 | 92,931,729 | 12,205,897 | 928,933 | (11,464,575) | 1,670,255 | (385,260) | 1,284,995 |
Non-controlling interest on acquisition | - | - | - | (657,696) | (657,696) | 669,112 | 11,416 |
Net loss and comprehensive loss for the period | - | - | - | (1,174,585) | (1,174,585) | (49,730) | (1,224,315) |
Private placement, net of issue costs (Note 8(b)) | - | 9,239 | - | - | 9,239 | - | 9,239 |
Value of warrants issued under private placement (Note 9) | - | - | - | - | - | - | - |
Shares for property acquisition (Note 15) | 1,471,170 | 125,000 | - | - | 125,000 | - | 125,000 |
Share-based compensation (Note 8(c)) | - | - | 151,370 | - | 151,370 | - | 151,370 |
Balance June 30, 2020 | 94,402,899 | 12,340,136 | 1,080,303 | (13,296,856) | 123,583 | 234,122 | 357,705 |
Non-controlling interest on acquisition | - | - | - | 126,179 | 126,179 | 108,373 | 234,552 |
Net loss and comprehensive loss for the period | - | - | - | (5,227,075) | (5,227,075) | (229,593) | (5,456,668) |
Private placement, net of issue costs (Note 8(b)) | 25,151,515 | 2,731,421 | - | - | 2,731,421 | - | 2,731,421 |
Value of warrants issued under private placement (Note 9) | - | (1,040,426) | - | - | (1,040,426) | - | (1,040,426) |
Stock options exercised (Note 8(b)) | 186,000 | 21,997 | (8,075) | - | 13,922 | - | 13,922 |
Broker warrants exercised (Note 9) | 132,000 | 18,249 | (7,982) | - | 10,267 | - | 10,267 |
Shares for property acquisition (Note 15) | 2,500,000 | 818,070 | - | - | 818,070 | - | 818,070 |
Share-based compensation (Note 8(c)) | - | - | 210,016 | - | 210,016 | - | 210,016 |
Balance December 31, 2020 | 122,372,414 | 14,889,447 | 1,274,262 | (18,397,752) | (2,234,043) | 112,902 | (2,121,141) |
Page 4 of 25 |
See accompanying notes to the condensed interim consolidated financial statements
Condensed Interim Consolidated Statements of Cash Flows
(Expressed in US Dollars - Unaudited)
For the six | For the six |
months ended | months ended |
December 31, | December 31, |
2020 | 2019 |
$ | $ | |
Operating activities | ||
Net loss for the period | (5,456,668) | (2,072,112) |
Items not involving cash: | ||
Amortization (Note 7) | 12,530 | 12,528 |
Accretion (Note 14) | 45,188 | 34,452 |
Convertible debenture accrued interest | 38,036 | 33,766 |
Unrealized foreign exchange loss | 166,175 | 60,798 |
Unrealized loss on warrant revaluation | 1,751,017 | 60,097 |
Unrealized loss on conversion feature | 72,677 | 7,563 |
Shares issued for property acquisition - Labrador West | - | 692,771 |
Shares issued for property acquisition - Fish Creek | 818,070 | - |
Share-based compensation | 210,016 | 133,494 |
(2,342,959) | (1,036,643) | |
Changes in non-cash working capital | ||
Decrease in amounts receivable and prepaids | (207,113) | (103,605) |
Decrease in trade payables and accrued liabilities | (37,529) | (213,089) |
Change in non-cash operating working capital | (244,642) | (316,694) |
Net cash flows from operating activities | (2,587,601) | (1,353,337) |
Financing activities | ||
Proceeds from issuance of shares | 2,756,040 | 2,172,055 |
Share issue costs | (24,619) | (91,475) |
Proceeds from issuance of subsidiary shares | 234,552 | - |
Exercise of broker warrants | 10,267 | - |
Exercise of stock options | 13,922 | - |
Net cash flows provided by financing activities | 2,990,162 | 2,080,580 |
Increase in cash | 402,561 | 727,243 |
Cash, beginning of period | 927,739 | 754,186 |
Cash, end of period | 1,330,300 | 1,481,429 |
See accompanying notes to the condensed interim consolidated financial statementsPage 5 of 25
1. DESCRIPTION OF BUSINESS AND GOING CONCERN
Avidian Gold Corp. ("Avidian" or the "Corporation") was incorporated by Certificate of Incorporation issued pursuant to the provisions of the British Columbia Business Corporations Act on September 24, 2013. On January 16, 2020 at the Annual and Special Meeting of Shareholders, the Shareholders were asked to pass the following special resolutions: a) to make application for a Certificate of Continuance under the Ontario Business Corporations Act and b) to pass a special resolution to amend the articles of the Corporation, changing the Province in which the registered office is situated from the Province of British Columbia to the Province of Ontario. Both special resolutions were passed. The registered head office of the Corporation is located at 18 King Street East, Suite #902, Toronto, Ontario, M5C 1C4.
Avidian is in the business of acquiring and exploring gold and non-precious metal projects. As of December 31, 2020, the Corporation has acquired the rights to explore four gold properties in the United States of America and has majority ownership of High Tide Resources Corp. which holds the right to explore the Labrador West property in Newfoundland, Canada.
The condensed interim consolidated financial statements of the Corporation for the three and six months ended December 31, 2020 were reviewed, approved and authorized for issue by the Board of Directors on February 26, 2021. Although the Corporation has taken steps to verify title to the properties on which it is conducting exploration and in which it has an interest, in accordance with industry standards for the current stage of operations of such properties, these procedures do not guarantee the Corporation's title. Property title may be subject to government licensing requirements or regulations, unregistered prior agreements, unregistered claims, aboriginal claims, and non-compliance with regulatory and environmental requirements. The Corporation's assets may also be subject to increases in taxes and royalties, renegotiation of contracts, and currency exchange fluctuations and restrictions.
The Corporation's property interests are at an early stage of exploration and, in common with many exploration companies, the Corporation raises financing for its exploration and appraisal activities in discrete tranches. The Corporation has incurred a loss for the six month period ended December 31, 2020 attributable to shareholders of the Corporation of $5,227,075 and has an accumulated deficit of $18,397,752. Management believes it has sufficient working capital to support planned operations for the next 12 months. Although the Corporation has been successful in raising funds to date, there can be no assurance that adequate or sufficient funding will be available in the future, or available under terms acceptable to the Corporation. In the event that the Corporation is unable to secure further financing it may not be able to complete the development of a gold, copper and other mineral projects.
These condensed interim consolidated financial statements have been prepared on a going concern basis. The going concern basis of presentation assumes that the Corporation will continue in operation for the foreseeable future and be able to realize its assets and discharge its liabilities and commitments in the normal course of business. The Corporation's ability to continue as a going concern is dependent on its ability to obtain additional sources of financing to successfully explore, evaluate and develop gold projects and ultimately, to achieve profitable operations. The success of these endeavours cannot be predicted at this time. The condensed interim consolidated financial statements do not reflect adjustments to the carrying values and classification of assets and liabilities that might be necessary should the Corporation be unable to continue as a going concern, and such adjustments may be material.
1. DESCRIPTION OF BUSINESS AND GOING CONCERN (continued)
COVID-19
In March 2020, the World Health Organization declared a global pandemic related to COVID-19. Its impact on global economies has been far-reaching and business around the world are being forced to cease or limit operations for long or indefinite periods of time. Measures taken to contain the spread of the virus, including travel bans, quarantines, social distancing, and closures of non-essential services have triggered significant disruptions to businesses worldwide, resulting in an economic slowdown.
Global stock markets have also experienced great volatility and significant declines. Governments and central banks have responded with monetary and fiscal interventions to stabilize economic conditions. There is significant ongoing uncertainty surrounding COVID-19 and the extent and duration of the impacts that it may have on our financial position and results, exploration activities, workers, partners, consultants, suppliers and on global financial markets. Almost all of Avidian's personnel work from home and the Company continues to manage its affairs via virtual business platforms.
2. BASIS OF PRESENTATON
Statement of compliance
The condensed interim consolidated financial statements of the Corporation have been prepared in accordance with the International Accounting Standards ("IAS") 34, Interim Financial Reporting issued by the International Accounting Standard Board ("IASB"). These condensed interim consolidated financial statements have been prepared in accordance with the accounting policies described in Note 2 of the Corporation's annual consolidated financial statements as at and for the years ended June 30, 2020 and 2019 ("Annual Financial Statements"). Accordingly, these condensed interim consolidated financial statements as at and for the three and six months ended December 31, 2020 and 2019 should be read together with the Annual Financial Statements.
Basis of consolidation
The condensed interim consolidated financial statements include the accounts of the Corporation and its wholly-owned subsidiaries Avidian Gold Inc., Avidian Gold US Inc., Avidian Gold Alaska Inc., High Tide Resources Inc., Ferrum Exploration Corp., and its 60% owned subsidiary High Tide Resources Corp. The financial statements include all assets, liabilities, revenues, expenses, and cash flow of the Corporation and its subsidiaries after eliminating inter-entity balances and transactions.
3. SIGNIFICANT ACCOUNTING POLICIES
The accounting policies adopted are consistent with those of Note 2 of the Corporation's Annual Financial Statements.
4. CAPITAL MANAGEMENT
When managing capital, the Corporation's objective is to ensure the entity continues as a going concern as well as to achieve optimal returns to shareholders and benefits for other stakeholders.
4. CAPITAL MANAGEMENT (continued)
Management adjusts the capital structure as necessary in order to support the acquisition, exploration and development of gold resource assets.
The Board of Directors does not establish quantitative return on capital criteria for Management, but rather relies on the expertise of the Corporation's Management to sustain the future development of the business. The Corporation considers its capital to be equity, which comprises share capital, share-based payment reserve and deficit, which at December 31, 2020, totaled ($2,234,043) (June 30, 2020 - $123,583).
The Corporation invests all capital not required for its immediate needs in short-term, liquid and highly rated financial instruments, such as cash and other short-term guaranteed deposits, all held with select major Canadian financial institutions.
The Corporation is currently attempting to identify an economic gold resource and as such, the Corporation is dependent on external financing to fund its activities. In order to carry out the planned acquisitions and exploration, as well as pay for administrative costs, the Corporation will spend its existing working capital and raise additional amounts as needed.
Management has chosen to mitigate the risk and uncertainty associated with raising additional capital in current economic conditions by:
a. maintaining a liquidity cushion in order to address any potential disruptions or industry downturns;
b. minimizing discretionary disbursements; and
c. exploring alternative sources of liquidity.
In light of the above, the Corporation will continue to assess new properties if the Corporation believes there is sufficient potential and if it has adequate financial resources to do so.
Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Corporation, is appropriate. There were no significant changes in the Corporation's approach to capital management during the six months ended
December 31, 2020.
5. FINANCIAL RISK FACTORS
The Corporation's activities expose it to a variety of financial risks: credit risk, liquidity risk and market risk (specifically commodity price risk).
Risk management is carried out by the Corporation's Management with guidance from the Audit Committee under policies approved by the Board of Directors. The Board of Directors also provides regular guidance for overall risk management.
5. FINANCIAL RISK FACTORS (continued)
Credit risk
Credit risk is the risk of loss associated with a counterparty's inability to fulfill its payment obligations. The Corporation's credit risk is attributable to cash. Cash is held with a reputable financial institution, from which Management believes the risk of loss to be remote.
Included in amounts receivable is sales tax receivable from government authorities in Canada. Amounts receivable are in good standing as of December 31, 2020. Management believes that the credit risk concentration with respect to financial instruments included in amounts receivable is minimal.
Liquidity risk
Liquidity risk is the risk that the Corporation will not have sufficient cash resources to meet its financial obligations as they become due. The Corporation's liquidity and operating results may be adversely affected if the Corporation's access to the capital market is hindered, whether as a result of a downturn in stock market conditions generally or related to matters specific to the Corporation.
The Corporation generates cash flow primarily from its financing activities. As at December 31, 2020, the Corporation had cash of $1,330,300 (June 30, 2020 - $927,739) to settle current liabilities of $128,121 (June 30, 2020 - $165,650). The Corporation regularly evaluates its cash position to ensure preservation and security of capital as well as maintenance and liquidity.
All of the Corporation's current financial liabilities as at December 31, 2020 have contractual maturities of less than 30 days and are subject to normal trade terms. The Corporation's convertible debentures are due February 25, 2022. See Note 14.
Market risk
Interest rate risk
The Corporation has cash and cash equivalent balances subject to fluctuations in the prime rate. The Corporation's current policy is to invest excess cash in money market funds traded by its banking institutions.
The Corporation periodically monitors the investments it makes and is satisfied with the credit ratings of its banks. Management believes that interest rate risk is remote as investments are short-term, and the Corporation currently does not carry interest-bearing debt at floating rates.
Foreign currency risk
The Corporation primarily incurs expenditures in US dollars and Canadian dollars. As at December 31, 2020, the Corporation holds in cash the following amounts (reported in US$ currency) in Canadian ("CDN") and US funds respectively: $1,022,354 and $307,946 (June 30, 2020 - $907,639 and $20,100) and has convertible debt with a face value of CDN$708,000 and accrued interest of CDN$169,222 at December 31, 2020 (June 30, 2020 - CDN$708,000 and CDN$120,196).
5. FINANCIAL RISK FACTORS (continued)
Commodity price risk
The Corporation is exposed to price risk with respect to gold prices. Commodity price risk is defined as the potential adverse impact on earnings and economic value due to gold price movements and volatilities. The Corporation closely monitors gold prices to determine the appropriate course of action to be taken by the Corporation.
Sensitivity analysis
As of December 31, 2020 and June 30, 2020, both the carrying and fair value amounts of the Corporation's current financial instruments are approximately equivalent due to their short-term nature.
The sensitivity analysis shown in the notes below may differ materially from actual results. Based on Management's knowledge and experience of the financial markets, the Corporation believes the following movements are reasonably possible for the period ended December 31, 2020:
(i) As at December 31, 2020, if foreign exchange rates had decreased/increased by 1% with all other variables held constant, the loss for the period ended December 31, 2020 would have changed by $27,443 as a result of lower/higher foreign exchange gains and losses on funds held in foreign currencies and reported shareholders' equity would also not have changed by a material amount.
(ii) Commodity price risk could adversely affect the Corporation. In particular, the Corporation's future profitability and viability of development depends upon the world market price of gold. Gold prices have fluctuated significantly in recent years. There is no assurance that, even as commercial quantities of gold may be produced in the future, a profitable market will exist for them. As of December 31, 2020, the Corporation was not a gold producer. As a result, gold price risk may affect the completion of future equity transactions such as equity offerings and the exercise of stock options and warrants. This may also affect the Corporation's liquidity and its ability to meet its ongoing obligations.
Fair value hierarchy and liquidity risk disclosure
The three levels of the fair value hierarchy are as follows:
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). |
At December 31, 2020 and June 30, 2020, the Corporation did not hold any financial assets in the fair value hierarchy.
5. FINANCIAL RISK FACTORS (continued)
At December 31, 2020 and June 30, 2020, the fair value of the Corporation's financial liabilities held at fair value, the option component of convertible debenture and warrant liability, is based on Level 3 measurements. There were no transfers in or out of Level 3 during the period ended December 31, 2020 or the year ended June 30, 2020.
Level 3 Hierarchy
The key assumptions used in the valuation of the conversion option component of convertible debenture and warrant liability include (but are not limited to) the value at which a recent financing was done by the Corporation and share price volatility of comparable publicly-traded companies.
For the conversion option component of convertible debenture and warrant liability valued based on market-based valuation technique, the inputs can be judgmental (See Notes 9 and 14). A +/- 25% change in the fair value of these Level 3 liabilities as at December 31, 2020 would result in a corresponding +/- $1,140,740.
6. MINERAL EXPLORATION INTERESTS
HTR Corp. held a 100% interest in the Strickland Property located in southwest Newfoundland. During the year ended June 30, 2020, management has determined it will no longer pursue an exploration program on this property and as a result has recorded a write-down of $497,813.
7. EQUIPMENT
Cost Equipment
Balance, June 30, 2019 Additions
$
Balance, June 30, 2020 Additions
179,002 - 179,002 -
Balance, December 31, 2020
$
179,002
Amortization and impairment Equipment
Balance, June 30, 2019 $ 55,356
Amortization 25,034
Balance, June 30, 2020 80,390
Amortization 12,530
Balance, December 31, 2020
$
92,920
Carrying amounts
Balance, June 30, 2019 $ 98,612
Balance, December 31, 2020 $ 86,082
8.
SHARE CAPITAL
(a) Authorized
Unlimited number of common shares, with no par value.
(b) Issued
(i) On August 16, 2019, the Corporation closed a private placement for 20,480,768 common shares offered at a price of CDN$0.10 (US$0.075) per unit for total gross proceeds of CDN$2,048,077 (US$1,541,587). Officers and directors of the Corporation subscribed for 350,000 common shares for gross proceeds of $35,000.
(ii) On September 19, 2019, the Corporation's subsidiary, High Tide Resources Corp., issued 9,146,696 common shares valued at CDN$0.10 (US$0.075) per share for a total value of CDN$914,670 (US$692,771) as consideration for the assumption of the rights to the option to acquire 100% of the Labrador West iron ore project. See Note 15.
(iii) On December 20, 2019, the Company closed a non-brokered flow through private placement to raise gross proceeds of CDN$830,000 (US$630,468). The offering consisted of the issuance of 8,300,000 units ("Unit") of the Company. Each Unit was offered at a price of CDN$0.10 (US$0.076) and consisted of one common share and one-half share purchase warrant, with each whole warrant exercisable at a price of CDN$0.15 per common share if exercised within 24 months of the closing of the offering. Officers and directors of the Company subscribed for 850,000 Units for gross proceeds of CDN$85,000.
(iv) In December 2019, the Corporation subscribed for 8,300,000 flow through shares of the subsidiary, High Tide Resources Corp., offered at a price of CDN$0.10 (US$0.076) per share for total gross proceeds of CDN$830,000 (US$630,468).
(v) In December 2019, the Corporation subscribed for 750,000 common shares of the subsidiary, High Tide Resources Corp., offered at a price of CDN$0.10 (US$0.076) per share for total gross proceeds of CDN$75,000 (US$56,970).
(vi) On January 15, 2020, the Corporation issued 1,471,170 shares valued at CDN$0.111 (US$0.085) for a total value of CDN$163,125 (US$125,000) pursuant to the Golden Zone property agreement. See Note 15.
(vii) On July 14, 2020, the Company closed a private placement to raise gross proceeds of CDN$2,000,000 (US$1,468,800). The offering consisted of the issuance of 20,000,000 units ("Unit") of the Company. Each Unit was offered at a price of CDN$0.10 (US$0.0734) and consisted of one common share and one common share purchase warrant, with each whole warrant exercisable at a price of CDN$0.14 per common share if exercised within 24 months of the closing of the offering.
(viii) On July 21, 2020, the Corporation issued 2,500,000 shares valued at CDN$0.44 (US$0.327) for a total value of CDN$1,100,000 (US$818,070) as consideration for a 100% interest in the Amanita NE gold property, located in Alaska. See Note 15.
(ix) On July 28, 2020, the Corporation issued 186,000 common shares in connection to the exercise of 186,000 stock options for proceeds of CDN$18,600 (US$13,650). The fair value of these stock options was $8,075, which was transferred from share-based payment reserve to share capital.
8.
SHARE CAPITAL
(b) Authorized (continued)
(x) On August 17, 2020, the Company closed a private placement to raise gross proceeds of CDN$1,700,000 (US$1,287,240). The offering consisted of the issuance of 5,151,515 units ("Unit") of the Company. Each Unit was offered at a price of CDN$0.33 (US$0.2499) and consisted of one common share and one common share purchase warrant, with each whole warrant exercisable at a price of CDN$0.55 per common share if exercised within 24 months of the closing of the offering.
(xi) On December 23, 2020, the Corporation issued 132,000 common shares in connection to the exercise of 132,000 broker warrants for proceeds of CDN$13,200 (US$10,267). The fair value of these stock options was $7,982, which was transferred from share-based payment reserve to share capital.
(c) Share-based payment reserve
Share-based payment activity for the six month period ended December 31, 2020 and year ended June 30, 2020 is summarized as follows:
Number of stock options
Weighted average exercise price (CDN)
$
Balance, June 30, 2019 | 3,483,125 | 0.59 |
Granted | 4,286,000 | 0.19 |
Expired | (417,976) | (0.63) |
Balance, June 30, 2020 | 7,351,149 | 0.36 |
Granted | 3,250,000 | 0.28 |
Forefeited | (100,000) | (0.20) |
Exercised | (186,000) | (0.10) |
Balance, December 31, 2020 | 10,315,149 | 0.34 |
On August 26, 2019, the Corporation granted 3,600,000 stock options to officers, directors, and consultants of the Corporation to purchase 3,600,000 common shares of the Corporation at an exercise price of CDN$0.20 (US$0.151) per share expiring on August 26, 2024. The stock options vest in equal one-third tranches on the first, second and third year anniversary date of the grant.
On December 23, 2019, the Corporation granted 186,000 stock options to consultants of the Corporation to purchase 186,000 common shares of the Corporation at an exercise price of CDN$0.10 (US$0.075) per share expiring on December 23, 2021. The stock options vested immediately. On July 28, 2020 these stock options were exercised which resulted in the issuance of 186,000 common shares.
On June 8, 2020, the Corporation granted 500,000 stock options to consultants of the Corporation to purchase 500,000 common shares of the Corporation at an exercise price of CDN$0.13 (US$0.095) per share expiring on June 8, 2023. The stock options vest in equal one-quarter tranches on the first, second, third and fourth quarter following the date of grant.
8. SHARE CAPITAL
(c) Share-based payment reserve (continued)
On September 3, 2020, the Corporation granted 3,250,000 stock options to officers, directors, and consultants of the Corporation to purchase 3,250,000 common shares of the Corporation at an exercise price of CDN$0.28 (US$0.209) per share expiring on September 3, 2025. The stock options vest in equal one-third tranches on the first, second and third year anniversary date of the grant.
The following stock options were in existence as at December 31, 2020:
Black-Scholes inputs
NumberNumber
Expiry Exercise priceGrant dateoutstanding exercisable
date
(CDN$)
125,000 125,000 15-Aug-18 15-Aug-21
0.60
500,000 250,000
08-Jun-20 08-Jun-23
0.13
2,635,000
2,335,000 15-Aug-18 15-Aug-23
0.60
150,000 100,000 15-Nov-18 15-Nov-23
0.60
100,000 33,333
04-Feb-19 04-Feb-24
0.40
3,500,000 55,149 3,250,000 10,315,149
1,166,667 26-Aug-19
26-Aug-24
0.20
55,149 19-Nov-24 - 4,065,149
01-Dec-17 03-Sep-20 03-Sep-25
0.30
0.28
Grant date fair Expected
Expected
Expected
Risk-free
value per option volatility
life (yrs)
dividend yield
interest rate
3
0%
2.19%
3
0%
0.32%
5
0%
2.19%
5
0%
2.31%
5
0%
2.31%
5
0%
1.24%
7
0%
1.78%
5
0%
0.35%
0.28 125%
0.04 101%
0.28 125%
0.24 125%
0.18 125%
0.09 125%
0.25 150%
0.17 125%
The weighted average remaining time to expiry for all outstanding options as of December 31, 2020 is 3.60 years (2019 - 4.24 years).
During the period ended December 31, 2020, 1,800,000 stock options were granted to directors and officers of the Corporation (2019 - 2,250,000). The share-based compensation expense related to the options issued is $61,533 (2019 - $44,576).
9. WARRANT LIABILITY
Warrants issued in connection with the completion of certain private placements are exercisable in Canadian dollars. The fair value of these non-compensatory warrants is recorded as a warrant liability at the date of issuance. These warrants are revalued at each financial position reporting date with the corresponding change recorded as gain (loss) on warrant revaluation on the consolidated statement of operations and comprehensive loss.
9.
WARRANT LIABILITY (continued)
The following table presents the reconciliation of the beginning and ending balances of the warrant liability:
Warrant liability
$
June 30, 2019 | 62,390 |
Warrant issuance | 122,150 |
Warrant revaluation | (1,980) |
Change in foreign exchange | (6,592) |
June 30, 2020 | 175,968 |
Warrant issuance | 1,040,426 |
Warrant revaluation | 1,751,017 |
Change in foreign exchange | 131,115 |
December 31, 2020 | 3,098,526 |
The following is a summary of warrant activity for the six month period ended December 31, 2020 and year ended June 30, 2020:
December 31, 2020 | June 30, 2020 |
Weighted | Weighted |
average | average |
exercise | exercise |
Number | price | Number | price | |
CDN$ | CDN$ | |||
Balance, beginning of period | 6,307,000 | 0.22 | 8,602,483 | 0.69 |
Granted in connection with | ||||
private placements | 25,151,515 | 0.22 | 4,537,000 | 0.15 |
Exercised during the period | (132,000) | (0.10) | - | - |
Expired during the period | - | - | (6,832,483) | (0.75) |
Balance, end of period | 31,326,515 | 0.22 | 6,307,000 | 0.22 |
a) In connection with the August 2019 private placement disclosed in Note 8, the Corporation issued 132,000 broker warrants. The grant date fair value of $7,982 assigned to the warrants was estimated using the Black Scholes option pricing model with the following assumptions: expected dividend yield of 0%, expected volatility of 125%, a risk free interest rate of 1.54%, share price of CDN$0.13 and an expected maturity of 1.5 years.
b)In connection with the December 2019 private placement disclosed in Note 8, the Corporation issued 4,015,000 warrants. The grant date fair value of $122,150 assigned to the warrants was estimated using the Black Scholes option pricing model with the following assumptions: expected dividend yield of 0%, expected volatility of 112%, a risk free interest rate of 1.65%, share price of CDN$0.095 and an expected maturity of 2 years. At December 31, 2020, the warrants were revalued using the Black Scholes option pricing model with the following assumptions: expected dividend yield of 0%, expected volatility based on historical volatility of 115%, a risk free interest rate of 0.23%, share price of CDN$0.225 and an expected maturity of 0.97 years.
9. WARRANT LIABILITY (continued)
c) In connection with the December 2019 private placement disclosed in Note 8, the Corporation issued 255,000 broker warrants. The grant date fair value of $9,240 assigned to the warrants was estimated using the Black Scholes option pricing model with the following assumptions: expected dividend yield of 0%, expected volatility of 112%, a risk free interest rate of 1.65%, share price of CDN$0.13 and an expected maturity of 2 years.
d) In connection with the July 2020 private placement disclosed in Note 8, the Corporation issued 20,000,000 warrants. The grant date fair value of $607,612 assigned to the warrants was estimated using the Black Scholes option pricing model with the following assumptions: expected dividend yield of 0%, expected volatility of 118%, a risk free interest rate of 0.24%, share price of CDN$0.25 and an expected maturity of 2 years. At December 31, 2020, the warrants were revalued using the Black Scholes option pricing model with the following assumptions: expected dividend yield of 0%, expected volatility based on historical volatility of 120%, a risk free interest rate of 0.23%, share price of CDN$0.225 and an expected maturity of 1.53 years.
e) In connection with the August 2020 private placement disclosed in Note 8, the Corporation issued 5,151,515 warrants. The grant date fair value of $432,814 assigned to the warrants was estimated using the Black Scholes option pricing model with the following assumptions: expected dividend yield of 0%, expected volatility of 116%, a risk free interest rate of 0.26%, share price of CDN$0.375 and an expected maturity of 2 years. At December 31, 2020, the warrants were revalued using the Black Scholes option pricing model with the following assumptions: expected dividend yield of 0%, expected volatility based on historical volatility of 118%, a risk free interest rate of 0.23%, share price of CDN$0.225 and an expected maturity of 1.63 years.
Summary of warrants outstanding as at December 31, 2020:
Grant date
Exercise fair value of
Warrants
Classification
price
warrants
Expiry date
#
CDN$
$
4,150,000
Liability
0.15
122,150
December 20, 2021
255,000
Equity
0.10
9,240
December 20, 2021
1,770,000
Liability
0.40
161,588
February 25, 2022
20,000,000
Liability
0.14
607,612
July 14, 2022
5,151,515
Liability
0.55
432,814
August 17, 2022
31,326,515
1,333,404
10. NON-CONTROLLING INTEREST
The amount shown for non-controlling interest on the consolidated statements of financial position is in relation to a non-controlling interest ownership of approximately 45% (2019 - 27%) in the shares of HTR Corp.
10. NON-CONTROLLING INTEREST (continued)
On September 19, 2019, HTR Corp. issued 9,146,666 common shares valued at CDN$0.10 (US$0.075) per share for a total value of CDN$914,670 (US$692,771) in consideration as consideration for the assumption of the rights to the option to acquire 100 per cent of the Labrador West iron ore project. See Note 15.
In December 2019, HTR Corp. issued to the Corporation 8,300,000 flow-through shares and 750,000 hard dollar common shares in connection with the private placement described in Note 8.
In January 2020, HTR Corp. issued 150,000 shares valued at CDN $0.10 (US $0.0761) for a total value of CDN$15,000 (US$11,416) pursuant to the Black Raven property agreement. See Note 15.
In December 2020, HTR Corp. closed a flow-through private placement to raise gross proceeds of CDN$299,500 (US$234,552). The offering consisted of the issuance of 2,495,833 units ("Unit") of HTR Corp. Each Unit was offered at a price of CDN$0.12 (US$0.094) and consisted of one common share and one common share purchase warrant, with each whole warrant exercisable at a price of CDN$0.15 per common share if exercised within 24 months of the closing of the offering.
The issuance of these shares resulted in a balance of $836,257 allocated to the non-controlling interest based on the proportion of the net assets held by the non-controlling interest. Non-controlling interests' share of HTR Corp.'s expenses are reflected in the consolidated statements of operations and are charged as a reduction to the non-controlling interest account on the consolidated statement of financial position.
During the period ended December 31, 2020 and the year ended June 30, 2020, there were no dividends paid to the non-controlling interest by the Corporation.
11. BASIC AND DILUTED NET LOSS PER SHARE
The calculation of basic and diluted earnings per share for the three month period ended December 31, 2020 was based on the loss attributable to shareholders of the Corporation of $330,051 (2019 - $523,246) and the weighted average number of common shares outstanding of 122,251,892 (2019 - 85,623,430).
The calculation of basic and diluted earnings per share for the nine month period ended December 31, 2020 was based on the loss attributable to shareholders of the Corporation of $5,227,075 (2019 - $1,572,446) and the weighted average number of common shares outstanding of 119,065,899 (2019 - 79,399,715).
Diluted loss per share did not include the effect of the stock options disclosed in Note 8(c), the share purchase warrants disclosed in Note 9, or the conversion option feature described in Note 14 as they are anti-dilutive for the six month periods ended December 31, 2020 and 2019.
12. RELATED PARTY TRANSACTIONS
a) The remuneration of key management personnel is comprised of
Three months ended December 31, 2020
Three months ended December 31, 2019
Six months ended December 31, 2020
Six months ended December 31, 2019
Wages and benefits
12,189
12,436
24,257
$
24,600
Consulting fees
43,430
23,847
84,724
60,600
Share-based compensation
69,814
48,930
119,354
85,247
$
$
$
*Key management personnel include directors, officers and former directors/officers.
b) See Notes 8(b) (c) and Note 14.
c) Trade payables and accrued liabilities as at December 31, 2020 includes $13,745 (June 30, 2020 - $7,338) owed to officers of the Corporation for fees. Such amounts are unsecured, non-interest bearing and with no fixed terms of payment.
13. GENERAL AND ADMINISTRATIVE
Three months
Three months
Six months
Six months
ended
ended
ended
ended
December 31,
December 31,
December 31,
December 31,
2020
2019
2020
2019
Amortization (Note 7) Corporate relations Occupancy costs
$
6,269 $
6,264 $
12,530 $ 23,233
45,507
43,210
107,561 127,509
900
900
1,800 2,700
Office supplies, bank charges and telephone Professional fees and transfer agent
19,595
12,759
33,666 24,715
85,880
37,670
152,782 177,424
Travel and promotion
7,643
27,293
13,643 58,791
Wages and benefits
12,189
12,164
24,257 69,126
$
177,983
$
140,260
$
346,239
$
483,498
14. CONVERTIBLE DEBENTURE
On February 26, 2019, the Corporation closed an unsecured convertible debenture financing ("2019 Debenture") for CDN$708,000 (US$529,796) with an interest rate of 8% per annum payable in cash or 12% per annum payable in shares at maturity. The unsecured convertible debentures have a maturity date of February 25, 2022 and the principal amount and all accrued interest of the convertible debentures are convertible into common shares at CDN$0.40 (US$0.299) per share prior to February 25, 2022 at the option of the holder. A total of CDN$270,000 of the debentures were issued to directors and officers of the Corporation.
Under IFRS, when the currency of the conversion price of the conversion option is different than the functional currency of the legal entity in which they were issued, the conversion option component is accounted for as a derivative liability.
The Corporation allocated the net proceeds to liability and derivative liability components based on the fair value of the conversion feature (which is an embedded derivative liability requiring separation) and the convertible debentures using the effective interest rate method.
14. CONVERTIBLE DEBENTURE (continued)
The effective interest rate of the 2019 Debenture is 40.80% (this is determined by establishing the rate that is required to discount the contractual cash flows back to the carrying amount, as adjusted for transaction costs).
The fair value of the derivative liability component for the 2019 Debenture was determined to be $161,588 and the fair value of the warrants was determined to be $161,588 (see Note 9) with a residual amount of $206,620 allocated to the liability on the date of issuance. The fair value of the conversion option component of the debenture at issuance was estimated using the Black-Scholes option pricing model with the following assumptions: expected dividend yield of 0%, expected volatility of 115%, risk free interest rate of 1.76% and an expected life of 3 years.
The discount on the convertible debentures is amortized using the effective interest method over the term of the debenture being a period of three years. The Corporation accretes the carrying value of the convertible debentures each month by recognizing an accretion expense in the condensed interim statement of operations and comprehensive loss and a credit to convertible note. For the six month period ended December 31, 2020, $45,188 (2019 - $34,452) of finance expense from the debt discount was recorded by the Corporation.
The fair value of the conversion option component of the CDN$708,000 2019 Debenture outstanding as at December 31, 2020 was estimated as $120,718 (June 30, 2020 - $42,541) using the Black-Scholes option pricing model with the following assumptions: expected dividend yield of 0%, expected volatility of 115% based on the historical volatility of comparable entities, risk free interest rate of 0.23%, share price of CDN$0.225, and an expected life of 1.15 years.
The following table presents the reconciliation of the beginning and ending balances of the components of the convertible debt:
Liability | Derivative liability | Total |
$ | $ | $ |
June 30, 2019 | 263,415 | 52,081 | 315,496 |
Accrued interest | 68,070 | - | 68,070 |
Accretion of liability | 72,674 | - | 72,674 |
Revaluation of conversion option | - | (7,592) | (7,592) |
Change in foreign exchange | (12,616) | (1,948) | (14,564) |
June 30, 2020 | 391,543 | 42,541 | 434,084 |
Accrued interest | 38,036 | - | 38,036 |
Accretion of liability | 45,188 | - | 45,188 |
Revaluation of conversion option | - | 72,677 | 72,677 |
Change in foreign exchange | 29,560 | 5,500 | 35,060 |
December 31, 2020 | 504,327 | 120,718 | 625,045 |
At December 31, 2020, the face value of the outstanding convertible debenture totals CDN$708,000.
15. EXPLORATION AND EVALUATION EXPENDITURES
Golden Zone
On April 28, 2016, the Corporation entered a preliminary agreement with Chulitna Mining Company LLC ("CMC"), Mines Trust Company Inc. ("MTC"), and Alix Resources Corp. ("AIX") to purchase an aggregate interest of 70.6% interest in the Golden Zone property, Alaska. Upon signing this agreement, the Corporation paid $25,000 to CMC for an exclusive 90-day due diligence period. In addition, the Corporation paid CDN$10,000 to AIX and settled a debt of CDN$200,000 (US$152,462) owed by CMC to AIX through the issuance of 460,829 shares at a deemed price of CDN$0.43 (US$0.33) per share upon closing of the definitive agreement for the interest in the Golden Zone property.
The parties have agreed to the following financial terms for the final agreement, which was agreed to on November 21, 2016:
CMC MTC
cash | stock | cash | stock | ||||
upon signing an agreement in 2016 | $ 150,000 | (paid) | $ 150,000 | (paid) | $ 25,000 (paid) | $ 100,000 | (paid) |
January 15, 2017 | 50,000 | (paid) | 50,000 | (paid) | - | 25,000 | (paid) |
January 15, 2018 | 50,000 | (paid) | 50,000 | (paid) | - | 25,000 | (paid) |
January 15, 2019 | 100,000 | (paid) | 100,000 | (paid) | - | 25,000 | (paid) |
January 15, 2020 | 100,000 | (paid) | 100,000 | (paid) | - | 25,000 | (paid) |
January 15, 2021 | 100,000 | (paid) | 100,000 | (paid) | - | 25,000 | (paid) |
January 15, 2022 | 150,000 | 150,000 | - | 25,000 | |||
January 15, 2023 | 150,000 | 150,000 | - | 25,000 | |||
Total | $ 850,000 | $ 850,000 | $ 25,000 | $ 275,000 |
The January 15, 2020 payments resulted in the issuance of 1,471,170 common shares. The January 15, 2021 payments resulted in the issuance of 723,011 common shares.
In addition to the above-noted cash and shares commitments, the Corporation was required to make work expenditures of $2,000,000, over a five-year period, which was met in January 2018.
Annual payments will cease after the sooner of January 15, 2023 payments or upon the beginning of annual production of 10,000 ounces or more of gold annually from the property when a net smelter royalty ("NSR") will become payable. Cash payments to CMC in the years 2019 and following will be considered advance royalty payments and will be deducted from up to 50% of the NSRs payable to CMC upon achieving production from GZ. Those NSR royalties will be as follows: CMC 2.0%; MTC 1.0%. The Corporation can surrender its interest in the property by notifying the owner at any time, and there will be no further payment obligations.
The Corporation shall have the option exercisable at any time to purchase one-half (1/2) of the NSR payable to CMC representing 1.0% of the NSR for the purchase price of $1,000,000 and 40% of the NSR payable to MTC representing 0.4% of the NSR for the purchase price of $400,000.
15. EXPLORATION AND EVALUATION EXPENDITURES (continued)
Amanita
On October 31, 2016, the Corporation signed a definitive agreement for a 15-year lease to purchase option pursuant to which the Corporation can acquire a 100% interest in the Amanita claim block subject to a 3% NSR for cash consideration of $3,000,000. The Amanita claim block is comprised of 88 lode claims located within the Fairbanks Mining District approximately 25 kilometres northeast of Fairbanks, Alaska.
The Corporation paid $5,000 at the time of signing a letter of intent and a further $20,000 on the signing of the definitive property agreement. The Corporation is required to make minimum payments as follows, which are credited against the $3,000,000 purchase price.
(i) First anniversary of agreement date: $15,000 (paid)
(ii) Second anniversary of agreement date: $25,000 (paid)
(iii) Third anniversary of agreement date: $30,000 (paid)
(iv) Every subsequent anniversary: payments increase by $10,000 annually (paid $40,000 in August 2019 and $50,000 in July 2020)
The Corporation may acquire the 3% NSR royalty for an additional $3,000,000.
Amanita NE
On July 21, 2020, the Corporation acquired a 100% interest in the Amanita NE gold property, located in Alaska. The Corporation issued 2,500,000 common shares as consideration for the acquisition. The vendors were granted a 1% NSR on the Amanita NE property and a 0.2% NSR royalty on the Amanita property.
The vendors will also be entitled to receive one-half of any additional royalty granted to a third party in the event of the subsequent disposition by the Corporation of the Amanita NE property, and to receive 25% of any net profits received from such sale to third party after a deduction of an amount equal to two times the exploration costs expended by the Corporation on the Amanita NE property and reasonable transactional expenses incurred in connection with sale to the third party.
Jungo (Formerly known as Shawnee Creek)
On January 8, 2013, Dutch Gold Resources Inc. ("DGRI"), DGRI Jungo Development Corporation and the Corporation entered into an agreement pursuant to which DGRI and DGRI Jungo Development Corporation agreed to transfer to the Corporation all of the right, title and interest in and to the Red Dog Claims located in Nevada, in exchange for a 2% NSR and the obligation of the Corporation to pay annual advance minimum royalty payments to DGRI Jungo Development Corporation in the amount of $20,000 beginning on August 25, 2015. The Corporation also holds a 100% interest in Red Dog Claims 101-160 that is not subject to an NSR.
15. EXPLORATION AND EVALUATION EXPENDITURES (continued)
Dome Hill
The Corporation owns claims located in Mono County, California and Mineral County, Nevada (the "Nevoro Claims") outright and free and clear of any claims, encumbrances or liens. The Corporation has no royalty or minimum payment obligations in respect of the Nevoro Claims.
On August 1, 2016, the Corporation entered into a lease agreement with Chonna DeLaney on the Jump Up Joe patented claim (MS 160651) in Mono County, California. The lease is for an initial period of ten years with options for ten, one-year extensions as long as the Corporation is conducting exploration or mining on the property. Annual lease payments are $1,000, and there is a two percent (2%) gross proceeds royalty from all production from the property. One half of the royalty can be purchased at any time for $250,000. The Corporation did not renew the lease on August 1, 2019.
On August 1, 2016, the Corporation entered into a Lease with Option to Purchase Agreement with the Brook Family Trust on the Hermene patented claim (MS285868) in Mono County, California.
The lease is for an initial period of ten years with options for ten, one-year extensions as long as the Corporation is conducting exploration or mining on the property. Annual lease payments are $1,000, and the claim can be purchased for $75,000. There is no residual royalty. The Corporation did not renew the lease on August 1, 2019.
Black Raven
On November 26, 2018, the Corporation's majority controlled subsidiary, High Tide Resources Corp. ("High Tide"), entered into an option to earn a 100-per-cent interest in the Black Raven property over three years via the issuance of CDN$275,000 in shares and the completion of at least CDN$70,000 of exploration work. The vendor retains a 2-per-cent net smelter return, of which 1.75 per cent can be purchased by High Tide for CDN$2,000,000.
The Corporation was required to make minimum payments as follows:
(i) Upon signing of agreement date: CDN$10,000 worth of High Tide shares (shares issued)
(ii) First anniversary of agreement date: CDN$15,000 worth of High Tide shares (shares issued)
(iii) Second anniversary of agreement date: CDN$250,000 worth of High Tide shares
In November 2020, the Corporation decided it would not proceed with the option agreement.
15. EXPLORATION AND EVALUATION EXPENDITURES (continued)
Labrador West
On August 28, 2019, HTR Corp. agreed to terms with Altius Resources Inc. ("Altius"), a wholly owned subsidiary of Altius Minerals Corp., to acquire 100% of the Labrador West iron ore project, located in the Labrador Trough.
Altius has granted to HTR Corp. an exclusive option to purchase the 100% undivided interest in and to the project upon: (i) HTR Corp. incurring exploration expenditures on the project of at least CDN$2,000,000 by December 31, 2021; (ii) the issuance of a number of common shares such that Altius will own 19.9% of the issued and outstanding common shares of HTR Corp. immediately following cumulative equity financings of no less than CDN$5,000,000; and (iii) HTR Corp. becoming a publicly-listed company in Canada within 24 months from the execution date.
Upon HTR Corp. acquiring a 100% interest in the project, the public company shall grant to Altius a 2.75% gross sales royalty (GSR) on all iron ore produced, removed and recovered from the project.
Additionally, HTR Corp. has issued 9,146,666 common shares to arm's-length parties as consideration for the assumption of the rights to the option. The fair value of these consideration shares was estimated to be CDN$0.10 based on price of the shares issued in the most recent private placement closed by HTR Corp.
15. EXPLORATION AND EVALUATION EXPENDITURES (continued)
The following table summarizes exploration and evaluation expenditures for each of the Corporation's respective properties:
Golden Zone
Acquisition and holding costs Evaluation expenditures
$
Six Month | Six Month |
Period ended | Period ended |
December 31, | December 31, |
2020 | 2019 |
62,688 $ 40,130 191,272 234,533
$
253,960
$ 274,663
Amanita
Acquisition and holding costs Evaluation expenditures
$
68,086
$ 58,150
1,153,519 168,792
$
1,221,605
$ 226,942
Amanita NE
Acquisition and holding costs Evaluation expenditures
$
835,600 $ 34,489
- -
$
870,089
$
-
Jungo (Formerly known as Shawnee Creek)
Acquisition and holding costs
$
Evaluation expenditures
52,484 $ 2,984
41,964 -
$
55,468
$
41,964
Dome Hill
Acquisition and holding costs
$ $
- -
$ $
1,285 1,285
Labrador West
Acquisition and holding costs Evaluation expenditures
$
(2,695)
$ 697,737
530,707 171,918
$
528,012
$ 869,655
Black Raven
Acquisition and holding costs Evaluation expenditures
$
- -
$
- 63,103
$
-
$
63,103
TOTAL EXPLORATION AND
EVALUATION EXPENDITURES
$
2,929,134
$
1,477,612
16. CONTINGENCIES
Environmental contingencies
The Corporation's exploration activities are subject to various federal, provincial, state and international laws and regulations governing the protection of the environment. These laws and regulations are continually changing and generally becoming more restrictive. The Corporation conducts its operations so as to protect public health and the environment and believes its operations are materially in compliance with all applicable laws and regulations.
Flow-through commitment
The Corporation is obligated to spend CDN$830,000 (US$609,054) by December 31, 2021 for the issuance of flow-through shares by HTR Corp. As at December 31, 2020, the Corporation had spent CDN$778,435 (US$611,382) and is obligated to spend an additional CDN$51,565 (US$40,499). The flow-through agreements require the Corporation to renounce certain tax deductions for Canadian exploration expenditures incurred on the Corporation's mineral properties to flow-through participants. The Corporation has indemnified the subscribers for certain tax related amounts that become payable by the subscribers should the Corporation not meeting its expenditure commitments.
17. SUBSEQUENT EVENTS
a) In January 2021, the Corporation issued 723,011 common shares as consideration for the annual required payment on the Golden Zone property. See Note 15.
b)The Corporation's majority-controlled private subsidiary, High Tide Resources Corp. ("High Tide"), has entered into a purchase agreement with Globex Mining Enterprises Inc. ("Globex") to purchase 100 per cent of the Lac Pegma copper-nickel-cobalt sulphide deposit located approximately 50 kilometres south of Fermont, Que.
The terms of the purchase agreement are as follows: High Tide will pay Globex $10,000 in cash and issue 650,000 shares of High Tide at the time of the High Tide's initial public offering/liquidity event expected before Sept. 30, 2021, at the time of the company going public. In addition, Globex will retain a 2% gross metal royalty with a 1% buyback option for CDN$1,500,000 exercisable at any time at the discretion of the company.
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Avidian Gold Corp. published this content on 27 February 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 March 2021 08:23:04 UTC.