GALANTAS GOLD CORPORATION
TSXV & AIM : Symbol GAL
GALANTAS REPORTS RESULTS FOR THE YEAR ENDED DECEMBER 31, 2015
April 20th, 2016: Galantas Gold Corporation (the 'Company') is pleased to announce its audited annual financial results for the year ended December 31, 2015.
Financial Highlights
Highlights of the 2015 audited annual results, which are expressed in Canadian Dollars, are summarized below:
|
Year Ended December 31 |
All in CDN$ |
2015 |
2014 |
Revenue |
$ 80,989 |
$ 8,332 |
Cost of Sales |
$ (356,836) |
$ (379,379) |
Loss before the items below |
$ (275,847) |
$ (371,047) |
Amortization |
$ (207,911) |
$ (237,813) |
General administrative expenses |
$ (1,462,359) |
$ (1,347,736) |
Gain on disposal of property, sundry income and plant and equipment |
$ 18,689 |
$ 20,098 |
Unrealized gain on fair value of derivative financial liability |
$ 268,000 |
$ 15,000 |
Impairment of property, plant and equipment |
$ 0 |
$ (3,170,202) |
Foreign exchange loss |
$ (133,649) |
$ (173,027) |
Net loss for the year |
$ (1,793,077) |
$ (5.264,727) |
Working Capital Deficit |
$ (3,606,059) |
$ (3,731,696) |
Cash (loss) generated from operations before changes in non-cash working capital |
$ (2,070,010) |
$ (1,914,269) |
Cash at December 31, 2015 |
$ 1,518,332 |
$ 20,259 |
The Net Loss for the year ended December 31, 2015 amounted to CDN$ 1,793,077 (2014: CDN$ 5,264,727) and the cash outflow from operating activities before changes in non-cash working capital for the year ended December 31, 2015 amounted to CDN$ 1,992,390 (2014: CDN$ 1,914,269). The loss for the year ended December 31, 2014 includes an impairment charge on property, plant and equipment amounting to $ 3,170,202.
Sales revenues for the year ended December 31, 2015 consisted mainly of jewelry sales and amounted to CDN$ 80,989 and (2014: CDN $ 8,332). Following the suspension of production during the fourth quarter of 2013 there have not been any shipments of concentrates from the mine.
Cost of sales, which includes production costs and inventory movement, for the year ended December 31, 2015 amounted to CDN$ 356,836 (2014: CDN$ 379,379). Production costs were mainly in connection with ongoing care and maintenance costs at the Omagh mine site.
The Company had a cash balance of $ 1,518,332 at DecemberDecemberDecemberDecember
During the first quarter of 2015 the Company completed a Private Placement for aggregate gross proceeds of approximately UK£ 316,677 through the issuing of 10,599,999 new shares at a price of UK£ 0.03/CDN$0.057 per common share. Commissions of 6% of the gross proceeds totalling CDN$ 36,424 were paid in connection with the placing together with the issue of 636,000 share purchase warrants. Each warrant will entitle the holder to acquire a further common share of the Company at a price of UK£ 0.045 per share for a period three years from the date the subscription was closed. The proceeds were used for working capital purposes and to finance the Company's continued commitments in regard to its underground planning application, now granted.
During the third quarter of 2015 Galantas completed a non-brokered private placement for aggregate gross proceeds of CDN$ 2,400,000 (approximately UK£ 1,189,000). The placement comprised of the issue of 20 million units, each unit comprising of one common share and one share purchase warrant. The price of each unit was CDN$ 0.12 (approximately UK£ 0.06). Each warrant entitles the holder to acquire a further common share of the Company at a price of CDN$ 0.16 per share for a period twelve months from the date the subscription was closed. The majority of the placement was taken up by Mr. Ross Beaty who acquired 16,000,000 units resulting in an interest before the exercise of warrants of 14.9% of Galantas issued and outstanding shares. The Company intends to use the net proceeds of the placement for exploration, initiating the development of the underground Omagh gold-mine and for working capital purposes.
Production
Production at the Omagh mine remains suspended. However the granting of planning consent during the second quarter of 2015 for an underground operation at the Omagh site, now subject to a judicial review expected to be heard in September 2016, will permit the continuation and expansion of gold mining. The underground mine will utilize the same processing methods and will be the first underground gold mine, of any scale, in Ireland. The strategy is to establish the underground mine as soon as finance is available and look for further expansion of gold reserves on the property, which has many undrilled targets.
Exploration
The Company commenced exploration drilling in 2011 which was suspended in 2013 pending the availability of cash for future exploration. Prior to the suspension a total of 17,348 metres had been cored. Channel sampling was also carried out during this period, on the Joshua, Kearney and Kerr vein systems. Assay results from both the drilling and channel sampling programmes have been encouraging with significant gold intersections identified, in particular, the thirteen mineral intersects reported for Joshua in January 2013. With additional funding becoming available, a drilling programme commenced in September 2015 with two rigs and a third rig introduced in October to target the Joshua vein at depth. In total, 2,304 metres were drilled by the end of December 2015. Subsequent to December 31, 2015 Galantas reported the assay results for the three holes completed to date (see press release dated January 26, 2016). Results include (drill hole 155) a 13 metre (true width) intersect with a gold grade of 9.9 g/t (grams per tonne), 30.3 g/t silver and 0.6% lead, at an estimated vertical depth of 117.2 metres. This is the widest high‐grade gold vein yet drilled on the Omagh property and represents the largest accumulation of gold discovered here so far. In addition, recent drilling (drill hole 154) encountered new high grade mineralisation in an underexplored area. A new vein (Kestrel) has been discovered, located approximately 70 metres west of the Joshua vein. The drill results assayed 35.8 g/t gold, 85.8 g/t silver and 4.9% lead over 0.7 metres true width at an approximate depth of 42.4 metres. It was earlier reported (see press release September 16, 2015) that a particular area of interest lay to the west of Joshua, where historic geochemical and geophysical anomalies exist. There is the possibility that a narrow, high grade gold intercept, drilled in core 153, some 156 metres north, represents a northern extension of the new vein. However, the distance between the cores is too far to extrapolate with any degree of certainty.
Both the Kearney and Joshua veins strike in excess of 830 metres north‐south. The current drilling programme aims to increase the known depth of the Joshua vein and both drill holes 153 and 155 achieved this in central and northern zones, respectively. The intersect on hole 153, at a vertical depth of 212 metres, is the deepest mineralisation reported
for Joshua to date. Going forward, drill plans for early 2016 will focus on exploring the strike continuity and grade of the Kestrel vein, and will also test a stratigraphically favourable zone of north Joshua.
The granting of a further two prospecting licences in the Republic of Ireland (ROI) during 2014 brought the total number of licences held in both Northern Ireland and the Republic of Ireland to eleven covering a total area to 766.5 square kilometres. Fieldwork, which commenced earlier in 2015, within one of the ROI licences showed gold grades in grab samples of 1.6, 1.9 and 2.5 g/t, within stream sediments (see press release dated June 22, 2015). Follow up prospecting in the second and third quarters focussed on the distinct magnetic and conductivity anomalies in another licence situated directly east. The source of the gold has yet to be identified but a cluster of strongly anomalous results for Chromium and Nickel were found in outcrop, float rock and stream sediments. Results range from 1800 g/t to 1960 g/t Nickel (Ni) and 1680 g/t to 1760 g/t Chromium (Cr) in float grab samples. Anomalous Ni and Cr in outcrop grab samples ranged from 2040 g/t to 2050 g/t Ni and 1770-2020 g/t Cr (2040 g/t approximates to 0.2% ) (see press release dated September 10, 2015). These results correspond to samples taken from the eastern magnetic high, considered to represent an ultramafic intrusion within Slishwood Division metasediments. Re-sampling in this area, and investigation of a smaller intrusion to the west, returned increased levels for both Ni (up to 3060 g/t) and Cr (up to 7290 g/t), and high Magnesium (up to 25%), see press release 5th November, 2015). Towards the end of the field season geologists were granted permission to access a large site within licences 3039 and 3040. These licences run adjacent to Northern Ireland licence OM4, in which a trend of gold pathfinder minerals have been recorded. The new area contains vein hosted mineralisation which bears a similar trend to major regional faulting. Large fresh exposures of rock were mapped and sampled. Two proximal outcrop samples yielded notable gold (1.82 and 2.15 g/t) and silver (18.7 and 32.7 g/t) values. During the fourth quarter a third licence block, in the vicinity of Manorhamilton (Co. Leitrim), was explored briefly. Targets for outcrop mapping and sampling had been generated from the Tellus Border datasets. Strong gold pathfinder elements were found in a float rock sample, especially silver and arsenic with values 1.65 g/t and 1380 g/t, respectively. These anomalies are further supported by high values for antimony (211 g/t) and molybdenum (31.6 g/t); both elements have strong associations with precious metal deposits.
In 2014 detailed sampling took place in an area close to the mine site where, thirty years ago, initial exploration carried out by RioFinex uncovered visible vein outcrops ('Discovery' and 'Sharkey') in the banks of a neighbouring burn. Attention and resources were subsequently diverted towards drilling the Kearney vein, following its discovery in the late 1980's. However, recent resource modelling and underground mine planning activities prompted a re-investigation of the burn veins when water levels were unusually low during the third quarter of 2014. Two in-situ quartz veins were identified 18 m west and 35 m west of the Rio 'Discovery' vein together with a completely isolated zone of sulphide rich clay gouge which was also uncovered 70 m east of 'Discovery'. In addition to these outcrops, several high grade boulders (float) were discovered over 40 metres from the RioFinex 'Sharkey' vein. These boulders are comparatively large in size and are likely to be derived from a local source (see press release dated October 6, 2014). The presence of these strong gold anomalies found near to the southern boundary of the recently operating Omagh mine site instigated a detailed investigation of new and a re-evaluation of existing targets. Further exploration was carried out in the Creeven Burn, and the southern and north-eastern flanks of Pigeon Top during the third quarter of 2015. Results received for a single outcrop sample and an associated boulder, recovered directly south of the mine site, yielded 67.5 g/t gold, 81.2 g/t silver and 24.2 g/t gold, 6.8 g/t silver. Also some 540 metres to the east, near Discovery vein, an additional outcrop was grab sampled. Geochemical analyses indicate 11.8 g/t gold and 19.9 g/t gold. The Lack Shear Zone is considered to lie south of the main veins, Joshua and Kearney, at a strike of 80 degrees and to dip north. The current hypothesis is that the main veins have been, for the most part, dextrally offset south of the Lack Shear Zone (LSZ). This hypothesis is supported by recent discoveries (see press release dated September 16, 2015). A detailed re-mapping of this zone, encompassing all of the aforementioned vein exposures is planned to take place in second quarter of 2016. Some of this work will form part of a post-graduate student project.
Permitting
In June 2015 the Company reported that the Minister of Environment, Northern Ireland had granted planning consent for an underground gold mine at the Omagh site. The planning consent will permit the continuation and expansion of gold mining and is expected to create hundreds of jobs locally. The positive decision is the result of 3 years of examination of environmental and other factors regarding the application. Included were environmental studies by NIEA (Northern Ireland Environment Agency) and independent specialists. The consent includes operating and environmental conditions, which the Company has reviewed. Some conditions require clarification but appear workable with some modifications to operating and construction methodology. A number of conditions precedent to development are required to be satisfied and the Company is carrying those out.
During the fourth quarter of 2015 Galantas reported that they had been made aware of what purports to be pre-action correspondence from an individual who intends to challenge, by judicial review, the actions of the Department of Environment Northern Ireland (DOENI) in granting planning permission for underground mining beneath the existing open pit. Subsequent to December 31, 2015 Galantas confirmed that this third party had obtained leave from Belfast High Court to bring a judicial review of the planning consent granted by Department of Environment Northern Ireland, for the Company's underground mine. The review is expected to be heard in late September 2016.
Roland Phelps, President & CEO, Galantas Gold Corporation, commented, "Our exploration efforts continue to bear fruit and demonstrate the potential of the area under license. The true width (13metres) of the recent high grade (9.9g./t) gold intersect cored on Joshua vein gives us increased confidence that the geological model being developed will greatly assist our near term mining project.."
The detailed results and Management Discussion and Analysis (MD&A) are available on www.sedar.com and www.galantas.com and the highlights in this release should be read in conjunction with the detailed results and MD&A. The MD&A provides an analysis of comparisons with previous periods, trends affecting the business and risk factors. Click on, or paste the following link into your web browser, to view the associated PDF document.
http://www.rns-pdf.londonstockexchange.com/rns/6834V_-2016-4-19.pdf
Qualified Person
The financial components of this disclosure has been reviewed by Leo O' Shaughnessy (Chief Financial Officer) and the production, exploration and permitting components by Roland Phelps (President & CEO), qualified persons under the meaning of NI. 43-101. The information is based upon local production and financial data prepared under their supervision.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS: This press release contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws, including revenues and cost estimates, for the Omagh Gold project. Forward-looking statements are based on estimates and assumptions made by Galantas in light of its experience and perception of historical trends, current conditions and expected future developments, as well as other factors that Galantas believes are appropriate in the circumstances. Many factors could cause Galantas' actual results, the performance or achievements to differ materially from those expressed or implied by the forward looking statements or strategy, including: gold price volatility; discrepancies between actual and estimated production, actual and estimated metallurgical recoveries and throughputs; mining operational risk, geological uncertainties; regulatory restrictions, including environmental regulatory restrictions and liability; risks of sovereign involvement; speculative nature of gold exploration; dilution; competition; loss of or availability of key employees; additional funding requirements; uncertainties regarding planning and other permitting issues; and defective title to mineral claims or property. These factors and others that could affect Galantas's forward-looking statements are discussed in greater detail in the section entitled "Risk Factors" in Galantas' Management Discussion & Analysis of the financial statements of Galantas and elsewhere in documents filed from time to time with the Canadian provincial securities regulators and other regulatory authorities. These factors should be considered carefully, and persons reviewing this press release should not place undue reliance on forward-looking statements. Galantas has no intention and undertakes no obligation to update or revise any forward-looking statements in this press release, except as required by law.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Enquiries
Galantas Gold Corporation
Jack Gunter P.Eng - Chairman
Roland Phelps C.Eng - President & CEO
Email: [email protected]
Website: www.galantas.com
Telephone: +44 (0) 2882 241100
Grant Thornton UK LLP (Nomad)
Philip Secrett, Richard Tonthat
Telephone: +44(0)20 7383 5100
Whitman Howard Ltd (Broker & Corporate Adviser)
Ranald McGregor-Smith, Nick Lovering
Telephone: +44(0)20 7659 1234
Independent Auditor's Report
To the Shareholders of
Galantas Gold Corporation
We have audited the accompanying consolidated financial statements of Galantas Gold Corporation which comprise the consolidated statements of financial position as at December 31, 2015 and 2014 and the consolidated statements of loss, other comprehensive income, cash flows and changes in equity for the years then ended and a summary of significant accounting policies and other explanatory information.
Management's Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of the consolidated financial statements that are free from material misstatement, whether due to fraud or error.
Auditor's Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained in our audit is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Galantas Gold Corporation, as at December 31, 2015 and 2014 and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards.
Emphasis of Matter
Without qualifying our opinion, we draw attention to note 1 in the consolidated financial statements which describes that the Company will require additional financing in order to fund its planned activities. This condition, along with other matters set out in note 1, indicates the existence of material uncertainties that may cast significant doubt upon the Company's ability to continue as a going concern.
|
"Abraham Chan LLP" |
Toronto, Canada |
|
April 15, 2016 |
Abraham Chan LLP |
|
Chartered Accountants |
|
Licensed Public Accountants |
|
Galantas Gold Corporation |
Consolidated Statements of Financial Position |
(Expressed in Canadian Dollars) |
As at December 31, |
|
2015 |
|
|
2014 |
|
|
|
|
|
|
|
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
Cash |
$ |
1,518,332 |
|
$ |
20,259 |
|
Accounts receivable and prepaid expenses (note 8) |
|
249,659 |
|
|
102,213 |
|
Inventories (note 9) |
|
43,875 |
|
|
111,137 |
|
Total current assets |
|
1,811,866 |
|
|
233,609 |
|
|
|
|
|
|
|
|
Non-current assets |
|
|
|
|
|
|
Property, plant and equipment (note 10) |
|
8,686,902 |
|
|
7,087,455 |
|
Long-term deposit (note 12) |
|
612,210 |
|
|
542,130 |
|
Exploration and evaluation assets (note 11) |
|
2,371,328 |
|
|
2,070,772 |
|
Total non-current assets |
|
11,670,440 |
|
|
9,700,357 |
|
Total assets |
$ |
13,482,306 |
|
$ |
9,933,966 |
|
|
|
|
|
|
|
|
EQUITY AND LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
Accounts payable and other liabilities (note 13) |
$ |
1,388,762 |
|
$ |
869,322 |
|
Current portion of financing facility (note 14) |
|
6,947 |
|
|
- |
|
Due to related parties (note 19) |
|
4,022,216 |
|
|
3,095,983 |
|
Total current liabilities |
|
5,417,925 |
|
|
3,965,305 |
|
|
|
|
|
|
|
|
Non-current liabilities |
|
|
|
|
|
|
Non-current portion of financing facility (note 14) |
|
31,122 |
|
|
- |
|
Decommissioning liability (note 12) |
|
637,988 |
|
|
553,544 |
|
Derivative financial liability (note 15(c)) |
|
132,000 |
|
|
368,000 |
|
Total non-current liabilities |
|
801,110 |
|
|
921,544 |
|
Total liabilities |
|
6,219,035 |
|
|
4,886,849 |
|
|
|
|
|
|
|
|
Capital and reserves |
|
|
|
|
|
|
Share capital (note 15(a)(b)) |
|
33,960,190 |
|
|
31,825,575 |
|
Reserves |
|
8,478,946 |
|
|
6,604,330 |
|
Deficit |
|
(35,175,865 |
) |
|
(33,382,788 |
) |
Total equity |
|
7,263,271 |
|
|
5,047,117 |
|
Total equity and liabilities |
$ |
13,482,306 |
|
$ |
9,933,966 |
|
The notes to the consolidated financial statements are an integral part of these statements.
Going concern (note 1)
Contingencies (note 21)
Events after the reporting period (note 23)
Approved on behalf of the Board:
"Roland Phelps" |
, Director |
"Lionel J. Gunter" |
, Director |
|
Galantas Gold Corporation |
Consolidated Statements of Loss |
(Expressed in Canadian Dollars) |
|
|
Year Ended |
|
|
|
December 31, |
|
|
|
2015 |
|
|
2014 |
|
|
|
|
|
|
|
|
Revenues |
|
|
|
|
|
|
Gold sales |
$ |
80,989 |
|
$ |
8,332 |
|
|
|
|
|
|
|
|
Cost and expenses of operations |
|
|
|
|
|
|
Cost of sales (note 17) |
|
356,836 |
|
|
379,379 |
|
Depreciation (note 10) |
|
207,911 |
|
|
237,813 |
|
|
|
564,747 |
|
|
617,192 |
|
|
|
|
|
|
|
|
Loss before general administrative and other (incomes) expenses |
|
(483,758 |
) |
|
(608,860 |
) |
|
|
|
|
|
|
|
General administrative expenses |
|
|
|
|
|
|
Management and administration wages (note 19) |
|
581,002 |
|
|
521,711 |
|
Other operating expenses (note 9(i)) |
|
80,907 |
|
|
326,406 |
|
Accounting and corporate |
|
66,077 |
|
|
66,345 |
|
Legal and audit |
|
95,953 |
|
|
149,459 |
|
Stock-based compensation (note 15(d)(i)(ii)) |
|
338,000 |
|
|
- |
|
Shareholder communication and investor relations |
|
164,617 |
|
|
146,971 |
|
Transfer agent |
|
13,705 |
|
|
30,752 |
|
Director fees (note 19) |
|
28,750 |
|
|
27,250 |
|
General office |
|
6,981 |
|
|
9,076 |
|
Accretion expenses (note 12) |
|
12,341 |
|
|
11,489 |
|
Loan interest and bank charges (note 19) |
|
74,026 |
|
|
58,277 |
|
|
|
1,462,359 |
|
|
1,347,736 |
|
Other (incomes) expenses |
|
|
|
|
|
|
Sundry income |
|
(18,689 |
) |
|
- |
|
Gain on disposal of property, plant and equipment |
|
- |
|
|
(20,098 |
) |
Unrealized gain on fair value of derivative financial liability (note 15(c)) |
|
(268,000 |
) |
|
(15,000 |
) |
Impairment of property, plant and equipment (note 10) |
|
- |
|
|
3,170,202 |
|
Foreign exchange loss |
|
133,649 |
|
|
173,027 |
|
|
|
(153,040 |
) |
|
3,308,131 |
|
|
|
|
|
|
|
|
Net loss for the year |
$ |
(1,793,077 |
) |
$ |
(5,264,727 |
) |
Basic and diluted net loss per share (note 16) |
$ |
(0.02 |
) |
$ |
(0.08 |
) |
Weighted average number of common shares outstanding - basic and diluted |
|
94,687,024 |
|
|
66,876,362 |
|
The notes to the consolidated financial statements are an integral part of these statements.
|
Galantas Gold Corporation |
Consolidated Statements of Other Comprehensive Income |
(Expressed in Canadian Dollars) |
|
|
Year Ended |
|
|
|
December 31, |
|
|
|
2015 |
|
|
2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the year |
$ |
(1,793,077 |
) |
$ |
(5,264,727 |
) |
|
|
|
|
|
|
|
Other comprehensive income |
|
|
|
|
|
|
Items that will be reclassified subsequently to profit or loss |
|
|
|
|
|
|
Foreign currency translation differences |
|
770,616 |
|
|
350,870 |
|
Total comprehensive loss |
$ |
(1,022,461 |
) |
$ |
(4,913,857 |
) |
The notes to the consolidated financial statements are an integral part of these statements.
|
Galantas Gold Corporation |
Consolidated Statements of Cash Flows |
(Expressed in Canadian Dollars) |
|
|
Year Ended |
|
|
|
December 31, |
|
|
|
2015 |
|
|
2014 |
|
|
|
|
|
|
|
|
Operating activities |
|
|
|
|
|
|
Net loss for the year |
$ |
(1,793,077 |
) |
$ |
(5,264,727 |
) |
Adjustment for: |
|
|
|
|
|
|
Depreciation |
|
207,911 |
|
|
237,813 |
|
Stock-based compensation (note 15(d)(i)(ii)) |
|
338,000 |
|
|
- |
|
Interest expense |
|
70,612 |
|
|
55,323 |
|
Foreign exchange |
|
(560,177 |
) |
|
(89,271 |
) |
Gain on disposal of property, plant and equipment |
|
- |
|
|
(20,098 |
) |
Accretion expenses (note 12) |
|
12,341 |
|
|
11,489 |
|
Unrealized gain on fair value of derivative financial liability (note 15(c)) |
|
(268,000 |
) |
|
(15,000 |
) |
Impairment of property, plant and equipment (note 10) |
|
- |
|
|
3,170,202 |
|
Non-cash working capital items: |
|
|
|
|
|
|
Accounts receivable and prepaid expenses |
|
(147,446 |
) |
|
302,911 |
|
Inventories |
|
67,262 |
|
|
227,728 |
|
Accounts payable and other liabilities |
|
519,440 |
|
|
(307,371 |
) |
Due to related parties |
|
808,557 |
|
|
518,743 |
|
Net cash used in operating activities |
|
(744,577 |
) |
|
(1,172,258 |
) |
|
|
|
|
|
|
|
Investing activities |
|
|
|
|
|
|
Purchase of property, plant and equipment |
|
(906,413 |
) |
|
(134,018 |
) |
Proceeds from sale of property, plant and equipment |
|
- |
|
|
34,795 |
|
Exploration and evaluation assets |
|
(40,636 |
) |
|
(92,872 |
) |
Net cash used in investing activities |
|
(947,049 |
) |
|
(192,095 |
) |
|
|
|
|
|
|
|
Financing activities |
|
|
|
|
|
|
Proceeds of private placements |
|
3,007,062 |
|
|
968,438 |
|
Share issue costs |
|
(74,447 |
) |
|
(23,706 |
) |
Advances from related parties |
|
47,064 |
|
|
272,850 |
|
Proceeds from financing facility |
|
40,610 |
|
|
- |
|
Repayment of financing facility |
|
(2,541 |
) |
|
- |
|
Net cash provided by financing activities |
|
3,017,748 |
|
|
1,217,582 |
|
|
|
|
|
|
|
|
Net change in cash |
|
1,326,122 |
|
|
(146,771 |
) |
|
|
|
|
|
|
|
Effect of exchange rate changes on cash held in foreign currencies |
|
171,951 |
|
|
413 |
|
|
|
|
|
|
|
|
Cash, beginning of year |
|
20,259 |
|
|
166,617 |
|
|
|
|
|
|
|
|
Cash, end of year |
$ |
1,518,332 |
|
$ |
20,259 |
|
Supplement schedule of non-cash transactions (note 22).
The notes to the consolidated financial statements are an integral part of these statements.
|
Galantas Gold Corporation |
Consolidated Statements of Changes in Equity |
(Expressed in Canadian Dollars) |
|
|
|
|
|
Reserves |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity settled |
|
|
|
|
|
Foreign |
|
|
|
|
|
|
|
|
|
|
|
|
share-based |
|
|
|
|
|
currency |
|
|
|
|
|
|
|
|
|
Share |
|
|
payments |
|
|
Warrant |
|
|
translation |
|
|
|
|
|
|
|
|
|
capital |
|
|
reserve |
|
|
reserve |
|
|
reserve |
|
|
Deficit |
|
|
Total |
|
Balance, December 31, 2013 |
$ |
29,874,693 |
|
$ |
5,471,109 |
|
$ |
- |
|
$ |
782,351 |
|
$ |
(28,118,061 |
) |
$ |
8,010,092 |
|
Units issued in private placement (note 15(b)(i)) |
|
968,438 |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
968,438 |
|
Warrants issued (note 15(b)(i)) |
|
(383,000 |
) |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
(383,000 |
) |
Share issue costs (note 15(b)(i)) |
|
(23,706 |
) |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
(23,706 |
) |
Common shares issued for debt (note 15(b)(ii)) |
|
1,389,150 |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
1,389,150 |
|
Net loss and other comprehensive income for the year |
|
- |
|
|
- |
|
|
- |
|
|
350,870 |
|
|
(5,264,727 |
) |
|
(4,913,857 |
) |
Balance, December 31, 2014 |
|
31,825,575 |
|
|
5,471,109 |
|
|
- |
|
|
1,133,221 |
|
|
(33,382,788 |
) |
|
5,047,117 |
|
Shares issued in private placements (note 15(b)(iii)(iv)) |
|
3,007,062 |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
3,007,062 |
|
Warrants issued (note 15(b)(iii)(iv)) |
|
(798,000 |
) |
|
- |
|
|
766,000 |
|
|
- |
|
|
- |
|
|
(32,000 |
) |
Share issue costs |
|
(74,447 |
) |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
(74,447 |
) |
Stock-based compensation (note 15(d)(i)(ii)) |
|
- |
|
|
338,000 |
|
|
- |
|
|
- |
|
|
- |
|
|
338,000 |
|
Net loss and other comprehensive income for the year |
|
- |
|
|
- |
|
|
- |
|
|
770,616 |
|
|
(1,793,077 |
) |
|
(1,022,461 |
) |
Balance, December 31, 2015 |
$ |
33,960,190 |
|
$ |
5,809,109 |
|
$ |
766,000 |
|
$ |
1,903,837 |
|
$ |
(35,175,865 |
) |
$ |
7,263,271 |
|
The notes to the consolidated financial statements are an integral part of these statements.
|
Galantas Gold Corporation |
Notes to Consolidated Financial Statements |
Years Ended December 31, 2015 and 2014 |
(Expressed in Canadian Dollars) |
1. Going Concern
These consolidated financial statements have been prepared on a going concern basis which contemplates that Galantas Gold Corporation (the "Company") will be able to realize assets and discharge liabilities in the normal course of business. In assessing whether the going concern assumption is appropriate, management takes into account all available information about the future, which is at least, but is not limited to, twelve months from the end of the reporting period. Management is aware, in making its assessment, of material uncertainties related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. The Company's future viability depends on the consolidated results of the Company's wholly-owned subsidiary Cavanacaw Corporation ("Cavanacaw"). Cavanacaw has a 100% shareholding in both Omagh Minerals Limited ("Omagh") and Flintridge Resources Limited ("Flintridge") who are engaged in the acquisition, exploration and development of gold properties, mainly in Omagh, Northern Ireland. The Omagh mine has an open pit mine, which was in production and is reported as property, plant and equipment and an underground mine which is in the development stage and reported as exploration and evaluation assets. The production at the open pit mine was suspended in 2013.
The going concern assumption is dependent upon the ability of the Company to obtain the following:
|
a. |
Securing sufficient financing to fund ongoing operational activity and the development of the underground mine. |
|
b. |
Obtaining consent for an underground mine which is currently subject to a judicial review process scheduled for September 2016. |
Should the Company be unsuccessful in securing the above, there would be significant uncertainty over the Company's ability to continue as a going concern. The Company is currently in discussions with a number of potential financiers.
As at December 31, 2015, the Company had a deficit of $35,175,865 (December 31, 2014 - $33,382,788). Management is confident that it will be able to secure the required financing to enable the Company to continue as a going concern. However, this is subject to a number of factors including market conditions.
These consolidated financial statements do not reflect adjustments to the carrying values of assets and liabilities, the reported expenses and financial position classifications used that would be necessary if the going concern assumption was not appropriate. These adjustments could be material.
2. Incorporation and Nature of Operations
The Company was formed on September 20, 1996 under the name Montemor Resources Inc. on the amalgamation of 1169479 Ontario Inc. and Consolidated Deer Creek Resources Limited. The name was changed to European Gold Resources Inc. by articles of amendment dated July 25, 1997. On May 5, 2004, the Company changed its name from European Gold Resources Inc. to Galantas Gold Corporation. The Company was incorporated to explore for and develop mineral resource properties, principally in Europe. In 1997, it purchased all of the shares of Omagh which owns a mineral property in Northern Ireland, including a delineated gold deposit. Omagh obtained full planning and environmental consents necessary to bring its property into production.
The Company entered into an agreement on April 17, 2000, approved by shareholders on June 26, 2000, whereby Cavanacaw, a private Ontario corporation, acquired Omagh. Cavanacaw has established an open pit mine to extract the Company's gold deposit near Omagh. Cavanacaw also has developed a premium jewellery business founded on the gold produced under the name Galántas Irish Gold Limited ("Galántas"). As at July 1, 2007, the Company's Omagh mine began production and in 2013 production was suspended. On April 1, 2014, Galántas amalgamated its jewelry business with Omagh.
On April 8, 2014, Cavanacaw acquired Flintridge. Following a strategic review of its business by the Company during 2014 certain assets owned by Omagh were acquired by Flintridge.
The Company's operations include the consolidated results of Cavanacaw, and its wholly-owned subsidiaries Omagh, Galántas and Flintridge.
The Company's common shares are listed on the TSX Venture Exchange ("TSXV") and London Stock Exchange AIM under the symbol GAL. The primary office is located at 36 Toronto Street, Suite 1000, Toronto, Ontario, Canada, M5C 2C5.
3. Basis of Preparation
(a) Statement of compliance
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Board ("IASB") and interpretations issued by the International Financial Reporting Interpretations Committee ("IFRIC") as of April 15, 2016, the date the Board of Directors approved the consolidated financial statements.
(b) Basis of presentation
These consolidated financial statements have been prepared on a historical cost basis with the exception of certain financial instruments, which are measured at fair value. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting except for cash flow information.
In the preparation of these consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the year. Actual results could differ from these estimates. Of particular significance are the estimates and assumptions used in the recognition and measurement of items included in note 3(e).
(c) Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and its subsidiaries.
The results of subsidiaries acquired or disposed of during the years presented are included in the consolidated statement of loss from the effective date of control and up to the effective date of disposal or loss of control, as appropriate. An investor controls an investee if the investor has the power over the investee, has the exposure, or rights, to variable returns from its involvement with the investee and the ability to use its power over the investee to affect the amount of the investor's returns. All intercompany transactions, balances, income and expenses are eliminated upon consolidation.
The following wholly owned companies have been consolidated within the consolidated financial statements:
Company |
Registered |
Principal activity |
Galantas Gold Corporation |
Ontario, Canada |
Parent company |
Cavanacaw Corporation (1) |
Ontario, Canada |
Holding company |
Omagh Minerals Limited (2)(3) |
Northern Ireland |
Operating company |
Galántas Irish Gold Limited (2)(4) |
Northern Ireland |
Dormant company |
Flintridge Resources Limited (2)(5) |
United Kingdom |
Operating company |
(1) |
100% owned by Galantas Gold Corporation; |
(2) |
100% owned by Cavanacaw Corporation; |
(3) |
Referred to as Omagh (as defined herein); |
(4) |
Referred to as Galántas (as defined herein); and |
(5) |
Referred to as Flintridge (as defined herein). |
(d) Functional and presentation currency
The consolidated financial statements are presented in Canadian Dollars ("CAD"), which is the parent Company's presentation and functional currency.
Items included in the financial statements of each of the Company's operating subsidiaries are measured using the currency of the primary economic environment in which the entity operates (the "functional currency"). The functional currency of the operating subsidiaries is the U.K. Pound Sterling ("GBP"). The functional currency of the subsidiary Cavanacaw, the holding company, is the CAD.
Assets and liabilities of entities with functional currencies other than CAD are translated at the period end rates of exchange, and the results of their operations are translated at average rates of exchange for the period unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case the results of their operations are translated at the rate prevailing on the dates of the transactions. The resulting translation adjustments are recognized as a separate component of equity.
|
|
Year Ended |
|
|
|
December 31, |
|
|
|
2015 |
|
|
2014 |
|
|
|
|
|
|
|
|
Closing rate (GBP to CAD) |
|
2.0407 |
|
|
1.8071 |
|
Average for the year |
|
1.9540 |
|
|
1.8190 |
|
(e) Use of estimates and judgments
The preparation of these consolidated financial statements in conformity with IFRS requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Actual outcomes could differ from these estimates. These consolidated financial statements include estimates that, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the consolidated financial statements, and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are applied prospectively. These estimates are based on historical experience, current and future economic conditions and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Critical accounting estimates
Significant assumptions about the future that management has made that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:
• |
the recoverability of accounts receivable that are included in the consolidated statements of financial position; |
• |
the recoverability of exploration and evaluation assets incurred on the Omagh underground mine is dependent upon the ability to obtain planning permission and secure sufficient funding for the development of the underground mine. Following a strategic review of its business by the Company during 2014 certain assets owned by Omagh were acquired by Flintridge. This process involved a revaluation of the Company's assets to its recoverable amount based on its fair value, determined using a number of factors including liquidity and market participants view. During the year ended December 31, 2014, an aggregate impairment loss of $3,170,202 was recorded in the consolidated statements of loss. The Omagh underground mine and the open pit mine are considered as one Cash generating unit ("CGU") and were further tested for impairment at year end. The calculations of the recoverable amount of CGU require the use of methods such as the discounted cash flow method, which uses assumptions to estimate future cash flows. No additional impairment was noted and management is exploring opportunities to secure financing in anticipation of approval of planning permission; |
• |
the estimated life of the ore body based on the estimated recoverable ounces or pounds mined from proven and probable reserves of the mine development costs which impacts the consolidated statements of financial position and the related depreciation included in the consolidated statements of loss; |
• |
the estimated useful lives and residual value of property, plant and equipment which are included in the consolidated statements of financial position and the related depreciation included in the consolidated statements of loss; |
• |
stock-based compensation - management is required to make a number of estimates when determining the compensation expense resulting from share-based transactions, including volatility, which is an estimate based on historical price of the Company's share, the forfeiture rate and expected life of the instruments; |
• |
derivative financial liability - management is required to make a number of estimates when determining the fair value of the derivative financial liability, including volatility, the forfeiture rate and expected life of the instruments; and |
• |
decommissioning liabilities has been created based on the estimated settlement amounts. Assumptions, based on the current economic environment, have been made which management believes are a reasonable basis upon which to estimate the future liability. These estimates take into account any material changes to the assumptions that occur when reviewed regularly by management. Estimates are reviewed quarterly and are based on current regulatory requirements and constructive obligations. Significant changes in estimates of contamination, restoration standards and techniques will result in changes to liability on a quarterly basis. Actual decommissioning costs will ultimately depend on actual future settlement amount for the decommissioning costs which will reflect the market condition at the time the decommissioning costs are actually incurred. The final cost of the currently recognized decommissioning provisions may be higher or lower than currently provided for. |
Critical accounting judgments
• |
functional currency - the functional currency for the parent entity and each of its subsidiaries, is the currency of the primary economic environment in which the entity operates. Determination of functional currency may involve certain judgments to determine the primary economic environment and the parent entity reconsiders the functional currency of its entities if there is a change in events and conditions which determined primary economic environment; |
• |
exploration and evaluation assets - the determination of the demonstration of technical feasibility and commercial viability is subject to a significant degree of judgment and assessment of all relevant factors; |
• |
Income taxes - measurement of income taxes payable and deferred income tax assets and liabilities requires management to make judgments in the interpretation and application of the relevant tax laws. The actual amount of income taxes only becomes final upon filing and acceptance of the tax return by the relevant authorities, which occurs subsequent to the issuance of the consolidated financial statements; and |
• |
Going concern assumption - Going concern presentation of the consolidated financial statements which assumes that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations as they come due. |
4. Significant Accounting Policies
(a) Foreign currency transactions
Transactions in foreign currencies are translated to the respective functional currencies of the operations at exchange rates at the dates of transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency at the exchange rate at that date. Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are retranslated to the functional currency at the exchange rate at the date that the fair value was determined. Foreign currency differences arising in retranslation are recognized in the consolidated statements of loss, except for differences arising on the retranslation of available-for-sale equity instruments which are recognised in other comprehensive income. Non-monetary items that are measured in terms of historical cost in foreign currency are translated using the exchange rate at the date of the transaction.
(b) Financial instruments
The Company's financial instruments consist of the following:
Financial assets: |
Classification: |
Cash |
Fair value through profit or loss |
Accounts receivable |
Loans and receivables |
Long-term deposit |
Loans and receivables |
|
|
Financial liabilities: |
Classification: |
Accounts payable and other liabilities |
Other financial liabilities |
Financing facility |
Other financial liabilities |
Due to related parties |
Other financial liabilities |
Derivative financial liability |
Fair value through profit or loss |
Fair value through profit or loss ("FVTPL"):
Financial assets or financial liabilities are classified as FVTPL when acquired principally for the purpose of trading, if so designated by management (fair value option), or if they are derivative assets that are not part of an effective and designated hedging relationship. Financial assets and financial liabilities classified as FVTPL are measured at fair value, with changes recognized in the consolidated statements of loss.
Loans and receivables:
Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are initially recognized at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, loans and receivables are measured at amortized cost using the effective interest method, less any impairment losses.
Other financial liabilities:
Other financial liabilities are recognized initially at fair value net of any directly attributable transaction costs. Subsequent to initial recognition, these financial liabilities are measured at amortized cost using the effective interest method. The effective interest method is a method of calculating the amortized cost of a financial liability and of allocating interest and any transaction costs over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability or (where appropriate) to the net carrying amount on initial recognition. Other financial liabilities are de-recognized when the obligations are discharged, cancelled or expired.
(b) Financial instruments (continued)
Impairment of financial assets:
Financial assets are assessed for objective evidence of impairment on an incurred loss basis at the end of each reporting period. Financial assets are impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial assets, the estimated future cash flows of the investments have been negatively impacted. Evidence of impairment could include:
• |
significant financial difficulty of the issuer or counterparty; or |
• |
default or delinquency in interest or principal payments; or |
• |
the likelihood that the borrower will enter bankruptcy or financial re-organization. |
The carrying amount of financial assets is reduced by any impairment loss directly for all financial assets with the exception of accounts receivable, where the carrying amount is reduced through the use of an allowance account. When an accounts receivable is considered uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognized in the consolidated statements of loss.
If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed through the consolidated statements of loss to the extent that the carrying amount of the financial asset at the date the impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized.
Financial instruments recorded at fair value:
Financial instruments recorded at fair value on the consolidated statements of financial position are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:
• |
Level 1 - valuation based on quoted prices (unadjusted) in active markets for identical assets or liabilities Cash was measured as a level 1; |
• |
Level 2 - valuation techniques based on 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 - valuation techniques using inputs for the asset or liability that are not based on observable market data (unobservable inputs). Derivative financial liabilities was measured as a level 3. |
(c) Impairment of non-financial assets
At the end of each reporting period, the Company reviews the carrying amounts of its non-financial assets with finite lives to determine whether there is any indication that those assets have suffered an impairment loss. Where such an indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. The recoverable amount is the higher of an asset's fair value less disposal cost or its value in use. In addition, non-current assets that are not amortized are subject to an annual impairment assessment.
(d) Property, plant and equipment
Property, plant and equipment are carried at cost, less accumulated depreciation and accumulated impairment losses. The cost of an item of property, plant and equipment consists of the purchase price, any costs directly attributable to bringing the asset to the location and condition necessary for its intended use and an initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located.
Depreciation is recognized based on the cost of an item of property, plant and equipment, less its estimated residual value, over its estimated useful life at the following rates:
Detail |
Percentage |
Method |
Buildings |
20% |
Declining balance |
Plant and machinery |
20% |
Declining balance |
Motor vehicles |
25% |
Declining balance |
Office equipment |
15% |
Declining balance |
Moulds |
25% |
Straight-line |
Mine development costs |
|
Unit-of-production |
An asset's residual value, useful life and depreciation method are reviewed, and adjusted if appropriate, on an annual basis.
(e) Exploration and evaluation assets
These assets relate to the exploration and evaluation expenditures incurred in respect to resource projects that are in the exploration and evaluation stage.
Exploration and evaluation expenditures include costs which are directly attributable to acquisition and evaluation activities, assessing technical feasibility and commercial viability. These expenditures are capitalized using the full cost method until the technical feasibility and commercial viability of extracting the mineral resource of a project are demonstrable. During the exploration period, exploration and evaluation assets are not amortized.
Exploration and evaluation assets are allocated to CGU for the purpose of assessing such assets for impairment. At the end of each reporting period, the asset is reviewed for impairment indicators as per IFRS 6.20:
|
(i) |
the period for which the entity has the right to explore in the specific area has expired during the period or will expire in the near future, and is not expected to be renewed. |
|
(ii) |
substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is neither budgeted nor planned. |
|
(iii) |
exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the entity has decided to discontinue such activities in the specific area. |
|
(iv) |
sufficient data exist to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale. |
If such indicators exist, the asset is tested for impairment and the recoverable amount of the asset is estimated. If the recoverable amount of the asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognized immediately in consolidated statements of loss.
(e) Exploration and evaluation assets (continued)
Once the technical feasibility and commercial viability of extracting a mineral resource of a project are demonstrable, the relevant exploration and evaluation asset is assessed for impairment, and any impairment loss recognized, prior to the balance being reclassified as a development asset in property, plant and equipment.
The determination of the demonstration of technical feasibility and commercial viability is subject to a significant degree of judgment and assessment of all relevant factors. In general, technical feasibility may be demonstrable once a positive feasibility study is completed. When determining the commercial viability of a project, in addition to the receipt of a feasibility study, the Company also considers factors such as the availability of project financing, the existence of markets and/or long term contracts for the product, and the ability of obtaining the relevant operating permits.
All subsequent expenditures to ready the property for production are capitalized within development assets, other than those costs related to the construction of property, plant and equipment.
Once production has commenced, all costs included in development assets are reclassified to mine development costs.
Exploration and evaluation expenditures incurred prior to the Company obtaining mineral rights related to the property being explored are recorded as expense in the period in which they are incurred.
(f) Stripping costs
Till stripping costs involving the removal of overburden are capitalized where the underlying ore will be extracted in future periods. The Company defers these till stripping costs and amortizes them on a unit-of-production basis as the underlying ore is extracted.
(g) Inventories
Inventories are comprised of finished goods, concentrate inventory and work-in-process amounts.
All inventories are recorded at the lower of production costs on a first-in, first-out basis, and net realizable value. Production costs include costs related to mining, crushing, mill processing, as well as depreciation on production assets and certain allocations of mine-site overhead expenses attributable to the manufacturing process.
Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.
(h) Revenue recognition
Revenue from sales of finished goods is recognized at the time of shipment when significant risks and rewards of ownership are considered to be transferred, the terms are fixed or determinable, collection is probable, the associated costs and possible return of goods can be estimated reliably, and there is no continuing management involvement in the goods, and the amount of revenue can be measured reliably.
Revenue from sales of gold concentrate is recognized at the time of shipment when title passes and significant risks and benefits of ownership are considered to be transferred and the amount of revenue to be receivable by the Company is known or could be accurately estimated. The final revenue figure at the end of any given period is subject to adjustment at the date of ultimate settlement as a result of final assay agreement and metal prices changes.
(i) Provisions
A provision is recognized when the Company has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation, and the amount of the obligation can be reliably estimated. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.
A provision for onerous contracts is recognized when the expected benefits to be derived by the Company from a contract are lower than the unavoidable cost of meeting its obligations under the contract.
(j) Share-based compensation transactions
Share-based compensation transactions
Employees (including directors and senior executives) of the Company receive a portion of their remuneration in the form of share-based compensation transactions, whereby employees render services as consideration for equity instruments ("equity-settled transactions").
In situations where equity instruments are issued and some or all of the goods or services received by the entity as consideration cannot be specifically identified, such as share-based payments to employees, they are measured at fair value of the share-based payment.
Share-based payments to employees of the subsidiaries are recognized as cash settled share-based compensation transactions.
Equity-settled transactions
The costs of equity-settled transactions with employees are measured by reference to the fair value at the date on which they are granted.
The costs of equity-settled transactions are recognized, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award ("the vesting date"). The cumulative expense is recognized for equity-settled transactions at each reporting date until the vesting date reflects the Company's best estimate of the number of equity instruments that will ultimately vest. The profit or loss charge or credit for a period represents the movement in cumulative expense recognized as at the beginning and end of that period and the corresponding amount is represented in "equity settled share-based payments reserve".
No expense is recognized for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition, which are treated as vesting irrespective of whether or not the market condition is satisfied provided that all other performance and/or service conditions are satisfied.
Where the terms of an equity-settled award are modified, the minimum expense recognized is the expense as if the terms had not been modified. An additional expense is recognized for any modification which increases the total fair value of the share-based payment arrangement, or is otherwise beneficial to the employee as measured at the date of modification.
The dilutive effect of outstanding options (if any) is reflected as additional dilution in the computation of loss per share.
(j) Share-based compensation transactions (continued)
Cash-settled transactions
The cost of cash-settled transactions is measured initially at fair value. The liability is re-measured to fair value at each reporting date up to, and including the settlement date, with changes in fair value recognised in employee benefits expense.
(k) Warrants with an exercise price denominated in a foreign currency
Warrants with an exercise price denominated in a foreign currency are recorded at fair value and classified as a derivative financial liability. The liability is initially measured at fair value using the Black-Scholes pricing model with subsequent changes in fair value recorded as a gain or loss in the consolidated statements of loss. As the warrants are exercised, the value of the recorded liability will be included in share capital along with the proceeds from the exercise. If these warrants expire, the related liability is reversed through the consolidated statements of loss.
(l) Income taxes
Income tax on the consolidated statements of loss for the years presented comprises current and deferred tax. Income tax is recognized in the consolidated statements of loss except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity.
Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at period end, adjusted for amendments to tax payable with regards to previous years.
Deferred tax is recognized in respect of taxable temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss, and differences relating to investments in subsidiaries and joint ventures to the extent that it is probable that they will not reverse in the foreseeable future. In addition, deferred tax is not recognized for taxable temporary differences arising on the initial recognition of goodwill. Deferred tax is measured at the tax rates that are expected to be applied to taxable temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.
A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.
(m) Decommissioning liability
A legal or constructive obligation to incur restoration, rehabilitation and environmental costs may arise when environmental disturbance is caused by the exploration, development or ongoing production of a mineral property interest. Such costs arising from the decommissioning of plant and other site preparation work, discounted to their net present value, are provided for and capitalized at the start of each project to the carrying amount of the asset, when there is a present obligation, as a result of a past event, it is probable to be settled by a future outflow of resources and a reliable estimate can be made of the obligation. Discount rates using a pretax rate that reflects the risk and the time value of money are used to calculate the net present value. These costs are charged against the consolidated statements of loss over the economic life of the related asset, through amortization using either a unit-of-production or the straight-line method as appropriate. The related liability is adjusted for each period for the unwinding of the discount rate and for changes to the current market-based discount rate, amount or timing of the underlying cash flows needed to settle the obligation. Costs for restoration of subsequent site damage that is created on an ongoing basis during production are provided for at their net present values and charged against profits and/or inventories as extraction progresses.
(n) Loss per share
The Company presents basic and diluted loss per share data for its common shares, calculated by dividing the loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the year. Diluted loss per share is computed similarly to basic loss per share except that the weighted average shares outstanding are increased to include additional shares for the assumed exercise of stock options and warrants, if dilutive. The number of additional shares is calculated by assuming that outstanding stock options and warrants were exercised and that the proceeds from such exercises were used to acquire common stock at the average market price during the years. Options and warrants are anti-dilutive and, therefore, have not been taken into account in the per share calculation.
(o) Recent accounting pronouncements
(i) IFRS 9 - Financial Instruments ("IFRS 9") was issued by the IASB in October 2010 and will replace IAS 39 - Financial Instruments: Recognition and Measurement ("IAS 39"). IFRS 9 uses an incurred loss approach to determine whether a financial asset is measured at amortized cost or fair value, replacing the expected loss approach in IAS 39. The approach in IFRS 9 is based on how an entity manages its financial instruments in the context of its business model and the contractual cash flow characteristics of the financial assets. In July 2014, the IASB issued the final version of IFRS 9. The final amendments made in the new version include guidance for the classification and measurement of financial assets and a third measurement category for financial assets, fair value through other comprehensive income. The standard also contains a new expected loss impairment model for debt instruments measured at amortized cost or fair value through other comprehensive income, lease receivables, contract assets and certain written loan commitments and financial guarantee contracts. Most of the requirements in IAS 39 for classification and measurement of financial liabilities were carried forward unchanged to IFRS 9. IFRS 9 will be effective for accounting periods beginning January 1, 2018. The Company is currently assessing the impact of this pronouncement.
(ii) IAS 1 - Presentation of Financial Statements was amended in December 2014 in order to clarify, among other things, that information should not be obscured by aggregating or by providing immaterial information, that materiality consideration apply to all parts of the financial statements and that even when a standard requires a specific disclosure, materiality considerations do apply. The amendments are effective for annual periods beginning on or after January 1, 2016. Earlier adoption is permitted. The Company is still in the process of assessing the impact of this pronouncement.
4. Significant Accounting Policies
(o) Recent accounting pronouncements
(iii) In May 2014, the IASB issued IFRS 15 - Revenue from Contracts with Customers ("IFRS 15") to replace IAS 18 - Revenue and IAS 11 - Construction Contracts and the related interpretations on revenue recognition. The new revenue standard introduces a single, principles based, five-step model for the recognition of revenue when control of a good or service is transferred to the customer. The five steps are identify the contract(s) with the customer, identify the performance obligations in the contract, determine transaction price, allocate the transaction price and recognize revenue when the performance obligation is satisfied. IFRS 15 also requires enhanced disclosures about revenue to help investors better understand the nature, amount, timing and uncertainty of revenue and cash flows from contracts with customers and improves the comparability of revenue from contracts with customers. IFRS 15 will be effective for annual periods beginning on or after January 1, 2018, with early adoption permitted.
(iv) IFRS 16 - Leases ("IFRS 16") was issued on January 13, 2016 to require lessees to recognize assets and liabilities for most leases. For lessors, there is little change to the existing accounting in IAS 17 - Leases.
The IASB issued its standard as part of a joint project with the Financial Accounting Standards Board (FASB). The FASB has not yet issued its new standard, but it is also expected to require lessees to recognize most leases on their statement of financial position.
The new standard will be effective for annual periods beginning on or after 1 January 2019. Early application is permitted, provided the new revenue standard, IFRS 15, has been applied, or is applied at the same date as IFRS 16.
5. Capital Risk Management
The Company manages its capital with the following objectives:
· to ensure sufficient financial flexibility to achieve the ongoing business objectives including funding of future growth opportunities, and pursuit of accretive acquisitions; and
· to maximize shareholder return.
The Company monitors its capital structure and makes adjustments according to market conditions in an effort to meet its objectives given the current outlook of the business and industry in general. The Company may manage its capital structure by issuing new shares, repurchasing outstanding shares, adjusting capital spending, or disposing of assets. The capital structure is reviewed by management and the Board of Directors on an ongoing basis.
The Company considers its capital to be equity, comprising share capital, reserves and deficit which at December 31, 2015 totaled $7,263,271 (December 31, 2014 - $5,047,117). The Company manages capital through its financial and operational forecasting processes. The Company reviews its working capital and forecasts its future cash flows based on operating expenditures, and other investing and financing activities. The forecast is regularly updated based on its exploration activities. Selected information is provided to the Board of Directors of the Company. The Company's capital management objectives, policies and processes have remained unchanged during the year ended December 31, 2015. The Company is not subject to any capital requirements imposed by a lending institution or regulatory body.
6. Financial and Property Risk Management
Property risk
The Company's significant project is the Omagh mine. Unless the Company acquires or develops additional significant projects, the Company will be solely dependent upon the Omagh mine. If no additional projects are acquired by the Company, any adverse development affecting the Omagh mine would have a material effect on the Company's consolidated financial condition and results of operations.
Financial risk
The Company's activities expose it to a variety of financial risks: credit risk and sales concentration, liquidity risk and market risk (including interest rate risk, foreign currency risk and commodity price risk).
Risk management is carried out by the Company's management team 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.
(i) Credit risk and sales concentration
Credit risk is the risk of loss associated with a counterparty's inability to fulfill its payment obligations. The Company's credit risk is primarily attributable to cash, accounts receivable and long-term deposit. Cash and long-term deposit are held with financial institutions and the United Kingdom Crown, respectively, from which management believes the risk of loss to be minimal. All the revenue from sales are from one customer and the accounts receivable consist mainly of a trade account receivable from one customer, value added tax receivable and sales tax receivable. The Company is exposed to concentration of credit and sales risk with one of its customers. Management believes that the credit risk is minimized due to the financial worthiness of this company. Valued added tax receivable is collectable from the Government of Northern Ireland. Sales tax receivable is collectable from government authorities in Canada.
(ii) Liquidity risk
Liquidity risk is the risk that the Company will not have sufficient cash resources to meet its financial obligations as they come due. The Company's liquidity and operating results may be adversely affected if the Company's access to the capital market is hindered, whether as a result of a downturn in stock market conditions generally or matters specific to the Company. The Company manages liquidity risk by monitoring maturities of financial commitments and maintaining adequate cash reserves and available borrowing facilities to meet these commitments as they come due. As at December 31, 2015, the Company had working capital deficit of $3,606,059 (December 31, 2014 - $3,731,696). All of the Company's financial liabilities have contractual maturities of less than 30 days other than certain related party loans which are due on demand. The Company is seeking additional capital to meet its current and ongoing commitments. As of December 31, 2015, the Company was cash flow negative. The Company's ongoing viability is dependent on obtaining planning consent for the development of an underground mine at Omagh and securing sufficient financing to fund ongoing operational activity and the development of the underground mine.
(iii) Market risk
Market risk is the risk of loss that may arise from changes in market factors such as interest rate risk, foreign exchange rate risk and commodity price risk.
(a) Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market interest rates. The Company has cash balances, significant interest-bearing debt due to related parties and financing facility. The Company is exposed to interest rate risk on certain related party loans which bear interest at variable rates.
(b) Foreign currency risk
Certain of the Company's expenses are incurred in GBP which is the currencies of Northern Ireland and the United Kingdom while the Company's revenues are received in the currency of United States and are therefore subject to gains and losses due to fluctuations in these currencies against the functional currency.
(c) Commodity price risk
The Company is exposed to price risk with respect to commodity prices. Commodity price risk is defined as the potential adverse impact on earnings and economic value due to commodity price movements and volatilities. The Company closely monitors commodity prices, as it relates to gold to determine the appropriate course of action to be taken by the Company.
Sensitivity analysis
Based on management's knowledge and experience of the financial markets, the Company believes the following movements are reasonably possible over a twelve month period:
(i) Certain related party loans are subject to interest rate risk. As at December 31, 2015, if interest rates had decreased/increased by 1% with all other variables held constant, the net loss for the year ended December 31, 2015, would have been approximately $30,000 lower/higher respectively, as a result of lower/higher interest rates from certain related party loans. Similarly, as at December 31, 2015, shareholders' equity would have been approximately $30,000 higher/lower as a result of a 1% decrease/increase in interest rates from certain related party loans.
(ii) The Company is exposed to foreign currency risk on fluctuations related to cash, accounts receivable, long-term deposit, accounts payable and other liabilities, financing liability and due to related parties that are denominated in GBP. As at December 31, 2015, had the GBP weakened/strengthened by 5% against the CAD with all other variables held constant, the Company's consolidated other comprehensive income for the year ended December 31, 2015 would have been approximately $154,000 higher/lower as a result of foreign exchange losses/gains on translation of non-CAD denominated financial instruments. Similarly, as at December 31, 2015, shareholders' equity would have been approximately $154,000 higher/lower had the GBP weakened/strengthened by 5% against the CAD as a result of foreign exchange losses/gains on translation of non-CAD denominated financial instruments.
(iii) Commodity price risk could adversely affect the Company. In particular, the Company's future profitability and viability of development depends upon the world market price of gold. Gold prices have fluctuated widely 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. A decline in the market price of gold may also require the Company to reduce production of its mineral resources. Management believes that the impact would be immaterial for the year ended December 31, 2015.
7. Categories of Financial Instruments
As at December 31, |
|
2015 |
|
|
2014 |
|
Financial assets: |
|
|
|
|
|
|
FVTPL |
|
|
|
|
|
|
Cash |
$ |
1,518,332 |
|
$ |
20,259 |
|
Loans and receivables |
|
|
|
|
|
|
Accounts receivable |
|
207,784 |
|
|
52,362 |
|
Long-term deposit |
|
612,210 |
|
|
542,130 |
|
Financial liabilities: |
|
|
|
|
|
|
FVTPL |
|
|
|
|
|
|
Derivative financing liability |
|
132,000 |
|
|
368,000 |
|
Other financial liabilities |
|
|
|
|
|
|
Accounts payable and other liabilities |
|
1,388,762 |
|
|
869,322 |
|
Financing facility |
|
38,069 |
|
|
- |
|
Due to related parties |
|
4,022,216 |
|
|
3,095,983 |
|
As of December 31, 2015 and 2014, the fair value of all the Company's financial instruments approximates the carrying value.
8. Accounts Receivable and Prepaid Expenses
As at December 31, |
|
2015 |
|
|
2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales tax receivable - Canada |
$ |
3,083 |
|
$ |
1,469 |
|
Valued added tax receivable - Northern Ireland |
|
141,976 |
|
|
14,894 |
|
Accounts receivable |
|
62,725 |
|
|
35,999 |
|
Prepaid expenses |
|
41,875 |
|
|
49,851 |
|
|
$ |
249,659 |
|
$ |
102,213 |
|
Prepaid expenses includes advances for consumables and for construction of the passing bays in the Omagh mine.
The following is an aged analysis of receivables:
As at December 31, |
|
2015 |
|
|
2014 |
|
|
|
|
|
|
|
|
Less than 3 months |
$ |
165,666 |
|
$ |
16,363 |
|
3 to 12 months |
|
1,837 |
|
|
11,316 |
|
More than 12 months |
|
40,281 |
|
|
24,683 |
|
Total accounts receivable |
$ |
207,784 |
|
$ |
52,362 |
|
9. Inventories
As at December 31, |
|
2015 |
|
|
2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Concentrate inventories |
$ |
13,265 |
|
$ |
11,746 |
|
Finished goods |
|
30,610 |
|
|
99,391 |
|
|
$ |
43,875 |
|
$ |
111,137 |
|
Refer to note 17 for inventory movement.
(i) During the year ended December 31, 2014, following a strategic review of its business by the Company, certain assets owned by Omagh were acquired by Flintridge at its recoverable value. This included inventories resulting in an impairment of inventories of $224,605, which is included in other operating expenses.
10. Property, Plant and Equipment
|
|
Freehold |
|
|
Plant |
|
|
|
|
|
|
|
|
|
|
|
Mine |
|
|
|
|
|
|
land and |
|
|
and |
|
|
Motor |
|
|
Office |
|
|
|
|
|
development |
|
|
|
|
Cost |
|
buildings |
|
|
machinery |
|
|
vehicles |
|
|
equipment |
|
|
Moulds |
|
|
costs |
|
|
Total |
|
Balance, December 31, 2013 |
$ |
2,949,209 |
|
$ |
5,161,722 |
|
$ |
79,723 |
|
$ |
114,845 |
|
$ |
64,115 |
|
$ |
13,878,530 |
|
$ |
22,248,144 |
|
Additions |
|
2,087 |
|
|
- |
|
|
- |
|
|
2,091 |
|
|
- |
|
|
129,840 |
|
|
134,018 |
|
Disposals |
|
- |
|
|
(131,705 |
) |
|
- |
|
|
(4,724 |
) |
|
(64,115 |
) |
|
- |
|
|
(200,544 |
) |
Transfer (1) |
|
(585,067 |
) |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
585,067 |
|
|
- |
|
Foreign exchange adjustment |
|
74,286 |
|
|
129,311 |
|
|
2,009 |
|
|
(920 |
) |
|
- |
|
|
349,581 |
|
|
554,267 |
|
Balance, December 31, 2014 |
|
2,440,515 |
|
|
5,159,328 |
|
|
81,732 |
|
|
111,292 |
|
|
- |
|
|
14,943,018 |
|
|
22,735,885 |
|
Additions |
|
- |
|
|
10,278 |
|
|
40,198 |
|
|
- |
|
|
- |
|
|
855,937 |
|
|
906,413 |
|
Foreign exchange adjustment |
|
315,480 |
|
|
663,775 |
|
|
14,714 |
|
|
14,387 |
|
|
- |
|
|
1,931,651 |
|
|
2,940,007 |
|
Balance, December 31, 2015 |
$ |
2,755,995 |
|
$ |
5,833,381 |
|
$ |
136,644 |
|
$ |
125,679 |
|
$ |
- |
|
$ |
17,730,606 |
|
$ |
26,582,305 |
|
|
|
Freehold |
|
|
Plant |
|
|
|
|
|
|
|
|
|
|
|
Mine |
|
|
|
|
|
|
land and |
|
|
and |
|
|
Motor |
|
|
Office |
|
|
|
|
|
development |
|
|
|
|
Accumulated depreciation |
|
buildings |
|
|
machinery |
|
|
vehicles |
|
|
equipment |
|
|
Moulds |
|
|
costs |
|
|
Total |
|
Balance, December 31, 2013 |
$ |
1,364,975 |
|
$ |
4,029,181 |
|
$ |
57,034 |
|
$ |
59,054 |
|
$ |
64,115 |
|
$ |
6,573,466 |
|
$ |
12,147,825 |
|
Depreciation |
|
14,465 |
|
|
211,554 |
|
|
4,520 |
|
|
7,274 |
|
|
- |
|
|
- |
|
|
237,813 |
|
Disposals |
|
- |
|
|
(118,069 |
) |
|
- |
|
|
(3,663 |
) |
|
(64,115 |
) |
|
- |
|
|
(185,847 |
) |
Impairment |
|
558,982 |
|
|
78,812 |
|
|
12,926 |
|
|
24,213 |
|
|
- |
|
|
2,495,269 |
|
|
3,170,202 |
|
Foreign exchange adjustment |
|
30,630 |
|
|
98,907 |
|
|
1,323 |
|
|
(1,675 |
) |
|
- |
|
|
149,252 |
|
|
278,437 |
|
Balance, December 31, 2014 |
|
1,969,052 |
|
|
4,300,385 |
|
|
75,803 |
|
|
85,203 |
|
|
- |
|
|
9,217,987 |
|
|
15,648,430 |
|
Depreciation |
|
24,105 |
|
|
173,340 |
|
|
6,466 |
|
|
4,000 |
|
|
- |
|
|
- |
|
|
207,911 |
|
Foreign exchange adjustment |
|
266,155 |
|
|
560,042 |
|
|
10,085 |
|
|
11,191 |
|
|
- |
|
|
1,191,589 |
|
|
2,039,062 |
|
Balance, December 31, 2015 |
$ |
2,259,312 |
|
$ |
5,033,767 |
|
$ |
92,354 |
|
$ |
100,394 |
|
$ |
- |
|
$ |
10,409,576 |
|
$ |
17,895,403 |
|
|
|
Freehold |
|
|
Plant |
|
|
|
|
|
|
|
|
|
|
|
Mine |
|
|
|
|
|
|
land and |
|
|
and |
|
|
Motor |
|
|
Office |
|
|
|
|
|
development |
|
|
|
|
Carrying value |
|
buildings |
|
|
machinery |
|
|
vehicles |
|
|
equipment |
|
|
Moulds |
|
|
costs |
|
|
Total |
|
Balance, December 31, 2014 |
$ |
471,463 |
|
$ |
858,943 |
|
$ |
5,929 |
|
$ |
26,089 |
|
$ |
- |
|
$ |
5,725,031 |
|
$ |
7,087,455 |
|
Balance, December 31, 2015 |
$ |
496,683 |
|
$ |
799,614 |
|
$ |
44,290 |
|
$ |
25,285 |
|
$ |
- |
|
$ |
7,321,030 |
|
$ |
8,686,902 |
|
(1) During the year ended December 31, 2014, the Company transferred the cost of certain assets, primarily the cost of decommissioning liability for the Omagh open pit mine from Freehold land and buildings to Mine development costs.
During the year ended December 31, 2014, following a strategic review of its business by the Company, certain assets owned by Omagh were acquired by Flintridge at its recoverable value. This resulted in an aggregate impairment of property, plant and equipment by $3,170,202.
11. Exploration and Evaluation Assets
Exploration and evaluation assets are expenditures for the underground mining operations in Omagh. The proposed underground mine is dependent on the ability of the Company to obtain the necessary planning permission. On June 11, 2015, the Company announced that it had obtain planning consent for an underground gold mine at the Omagh site. However, the planning permission is subject to a judicial review which is scheduled for September 2016. The consent includes operating and environmental conditions.
|
|
Exploration |
|
|
|
and |
|
|
|
evaluation |
|
Cost |
|
assets |
|
|
|
|
|
Balance, December 31, 2013 |
$ |
1,875,771 |
|
Additions |
|
92,872 |
|
Foreign exchange adjustment |
|
102,129 |
|
Balance, December 31, 2014 |
|
2,070,772 |
|
Additions |
|
40,636 |
|
Foreign exchange adjustment |
|
259,920 |
|
Balance, December 31, 2015 |
$ |
2,371,328 |
|
|
|
Exploration |
|
|
|
and |
|
|
|
evaluation |
|
Carrying value |
|
assets |
|
|
|
|
|
Balance, December 31, 2014 |
$ |
2,070,772 |
|
Balance, December 31, 2015 |
$ |
2,371,328 |
|
12. Decommissioning Liability
The Company's decommissioning liability is a result of mining activities at the Omagh mine in Northern Ireland. The Company estimated its decommissioning liability at December 31, 2015 based on a risk-free discount rate of 1% (December 31, 2014 - 1%) and an inflation rate of 1.50% (December 31, 2014 - 1.50%) . The expected undiscounted future obligations allowing for inflation are GBP 330,000 and based on management's best estimate the decommissioning is expected to occur over the next 5 to 10 years. On December 31, 2015, the estimated fair value of the liability is $637,988 (December 31, 2014 - $553,544). Changes in the provision during the year ended December 31, 2015 are as follows:
As at December 31, |
|
2015 |
|
|
2014 |
|
|
|
|
|
|
|
|
Decommissioning liability, beginning of year |
$ |
553,544 |
|
$ |
528,810 |
|
Accretion |
|
12,341 |
|
|
11,489 |
|
Foreign exchange |
|
72,103 |
|
|
13,245 |
|
Decommissioning liability, end of year |
$ |
637,988 |
|
$ |
553,544 |
|
As required by the Crown in Northern Ireland, the Company is required to provide a bond for reclamation related to the Omagh mine in the amount of GBP 300,000 (December 31, 2014 - GBP 300,000), of which GBP 300,000 was funded as of December 31, 2015 (GBP 300,000 was funded as of December 31, 2014) and reported as long-term deposit of $612,210 (December 31, 2014 - $542,130).
13. Accounts Payable and Other Liabilities
Accounts payable and other liabilities of the Company are principally comprised of amounts outstanding for purchases relating to exploration costs on exploration and evaluation assets, general operating activities, amounts payable for financing activities and professional fees activities.
As at December 31, |
|
2015 |
|
|
2014 |
|
|
|
|
|
|
|
|
Accounts payable |
$ |
756,682 |
|
$ |
306,359 |
|
Accrued liabilities |
|
632,080 |
|
|
562,963 |
|
Total accounts payable and other liabilities |
$ |
1,388,762 |
|
$ |
869,322 |
|
The following is an aged analysis of the accounts payable and other liabilities:
As at December 31, |
|
2015 |
|
|
2014 |
|
|
|
|
|
|
|
|
Less than 3 months |
$ |
680,077 |
|
$ |
240,145 |
|
3 to 12 months |
|
220,071 |
|
|
183,164 |
|
12 to 24 months |
|
67,029 |
|
|
120,987 |
|
More than 24 months |
|
421,585 |
|
|
325,026 |
|
Total accounts payable and other liabilities |
$ |
1,388,762 |
|
$ |
869,322 |
|
14. Financing Facility
Amounts payable on the long-term debt are as follow:
As at December 31, |
|
Interest |
|
|
2015 |
|
|
2014 |
|
|
|
|
|
|
|
|
|
|
|
Financing facility (GBP 19,900) |
|
6.79% |
|
$ |
40,610 |
|
$ |
- |
|
Less current portion |
|
|
|
|
(6,947 |
) |
|
- |
|
Repayment of financing facility |
|
|
|
|
(2,541 |
) |
|
- |
|
Financing facility - long term portion |
|
|
|
$ |
31,122 |
|
$ |
- |
|
In June 2015, the Company obtained financing in the amount of GBP 19,900 for the purchase of a vehicle. The financing is for three years at interest of 6.79% per annum with monthly principal and interest payments of GBP 377 together with a final payment in June 2018 of GBP 9,383. The financing was secured on the vehicle.
15. Share Capital and Reserves
On April 14, 2014, the Company completed the consolidation of its issued and outstanding common shares on the basis of one post-consolidated common shares for five pre-consolidated common shares. As part of the share consolidation all applicable references to the number of shares, warrants and stock options and their exercise price and per share information has been restated.
a) Authorized share capital
At December 31, 2015, the authorized share capital consisted of an unlimited number of common and preference shares issuable in Series.
The common shares do not have a par value. All issued shares are fully paid.
No preference shares have been issued. The preference shares do not have a par value.
b) Common shares issued
At December 31, 2015, the issued share capital amounted to $33,960,190. The change in issued share capital for the years presented is as follows:
|
|
Number of |
|
|
|
|
|
|
common |
|
|
|
|
|
|
shares |
|
|
Amount |
|
|
|
|
|
|
|
|
Balance, December 31, 2013 |
|
51,242,015 |
|
$ |
29,874,693 |
|
Units issued in private placement (i) |
|
10,330,000 |
|
|
968,438 |
|
Warrants issued (i) |
|
- |
|
|
(383,000 |
) |
Share issue costs (i) |
|
- |
|
|
(23,706 |
) |
Common shares issued for debt (ii) |
|
15,125,140 |
|
|
1,389,150 |
|
Balance, December 31, 2014 |
|
76,697,155 |
|
|
31,825,575 |
|
Shares issued in private placements (iii)(iv) |
|
30,599,999 |
|
|
3,007,062 |
|
Warrants issued (iii)(iv) |
|
- |
|
|
(798,000 |
) |
Share issue costs (iii) |
|
- |
|
|
(74,447 |
) |
Balance, December 31, 2015 |
|
107,297,154 |
|
$ |
33,960,190 |
|
(i) On May 7, 2014, the Company completed a private placement of 10,330,000 units at GBP 0.05 ($0.09375) per unit for gross proceeds of GBP 516,500 ($968,438). Each unit is comprised of one common share and one warrant. Each warrant entitles the holder to purchase one further common share at GBP 0.10 per share for a period of two years. Commissions of $8,156 were paid in connection with the placement and was included in the share issue costs.
The fair value of the 10,330,000 warrants was estimated at $383,000 using the Black-Scholes option pricing model with the following assumptions: expected dividend yield - 0%, expected volatility - 168.92%, risk-free interest rate - 1.07% and an expected average life of 2 years. As a result of the exercise price of the warrants being denominated in a currency other than the functional currency, the warrants are considered a derivative financial liability.
(ii) On May 30, 2014, the Company issued 15,125,140 common shares as settlement of accounts payable and other liabilities of GBP 21,976 ($40,667) and due to related parties of GBP 718,256 ($1,319,054) and GBP 16,025 ($29,429).
Due to related parties consisted of amounts owing to Roland Phelps (President & Chief Executive Officer) for a loan of GBP 718,256 settled for 14,365,120 common shares and Leo O'Shaughnessy (Chief Financial Officer) for a loan of GBP 16,025 settled for 320,500 common shares.
(iii) On February 16, 2015, the Company closed a private placement of 10,599,999 common shares at GBP 0.03 ($0.05727) per common share for gross proceeds of GBP 316,667 ($607,062). Commissions of $36,424 were paid in connection with the placement and was included in the share issue costs. The agent also received 636,000 broker warrants. Each broker warrant can be exercised for one common share at an exercise price of GBP 0.045 for a period of 3 years.
The fair value of the 636,000 broker warrants was estimated at $32,000 using the Black-Scholes option pricing model with the following assumptions: expected dividend yield - 0%, expected volatility - 168.98%, risk-free interest rate - 0.43% and an expected average life of 3 years. As a result of the exercise price of the broker warrants being denominated in a currency other than the functional currency, the broker warrants are considered a derivative financial liability.
(iv) On July 24, 2015, the Company closed a private placement of 20,000,000 units at $0.12 per unit for gross proceeds of $2,400,000. Each unit consists of one common share and one share purchase warrant. Each warrant is exercisable into one common share of the Company for a period of 12 months from closing at an exercise price of $0.16.
The majority of the placement was taken up by Mr. Ross Beaty, who acquired 16,000,000 units resulting in an interest, before the exercise of warrants, of 14.9% of the Company issued and outstanding common shares. If all warrants issued under the placement were to be exercised, Mr. Beaty would have an interest in 32,000,000 common shares, representing up to 25.1% of the outstanding common shares, which meets the definition of a "Control Person" by the TSXV.
The fair value of the 20,000,000 warrants was estimated at $766,000 using the Black-Scholes option pricing model with the following assumptions: expected dividend yield - 0%, expected volatility - 148.97%, risk-free interest rate - 0.41% and an expected average life of 1 year.
c) Warrant reserve
The following table shows the continuity of warrants for the years presented:
|
|
|
|
|
Weighted |
|
|
|
|
|
|
average |
|
|
|
Number of |
|
|
exercise |
|
|
|
warrants |
|
|
price |
|
|
|
|
|
|
|
|
Balance, December 31, 2013 |
|
- |
|
$ |
- |
|
Issued (note 15(b)(i)) |
|
10,330,000 |
|
|
0.18 |
|
Balance, December 31, 2014 |
|
10,330,000 |
|
|
0.18 |
|
Issued (note 15(b)(iii)(iv)) |
|
20,636,000 |
|
|
0.16 |
|
Balance, December 31, 2015 |
|
30,966,000 |
|
$ |
0.17 |
|
The following table reflects the actual warrants issued and outstanding as of December 31, 2015:
|
|
|
|
|
|
|
|
|
|
|
Fair value |
|
|
|
|
|
|
Grant date |
|
|
|
|
|
December 31, |
|
|
|
Number |
|
|
fair value |
|
|
Exercise |
|
|
2015 |
|
Expiry date |
|
of warrants |
|
|
($) |
|
|
price |
|
|
($) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
May 7, 2016 |
|
10,330,000 |
|
|
383,000 |
|
|
0.10 |
(1) |
|
91,000 |
|
July 24, 2016 |
|
20,000,000 |
|
|
766,000 |
|
|
0.16 |
|
|
766,000 |
|
February 16, 2018 |
|
636,000 |
|
|
32,000 |
|
|
0.045 |
(1) |
|
41,000 |
|
|
|
30,966,000 |
|
|
1,181,000 |
|
|
|
|
|
898,000 |
|
(1) Exercise price is in GBP. As a result of the exercise price of the warrants being denominated in a currency other than the functional currency, the warrants are considered a derivative financial liability. The warrants are revalued at each period end with any gain or loss in the fair value being record in the consolidated statements of loss as an unrealized gain or loss on fair value of derivative financial liability.
On December 31, 2015, the fair value of the warrants, denominated in a currency other than the functional currency, was estimated using the Black-Scholes option pricing model with the following assumptions: expected dividend yield of 0%; expected volatility of 142% to 149%; risk free interest rate of 0.48%; and an expected life of 0.35 years to 2.13 years. As a result, the fair value of the warrants was calculated to be $132,000 and the Company recorded an unrealized gain on fair value of derivative financial liability for the year ended December 31, 2015 of $268,000 (year ended December 31, 2014 - unrealized gain of $15,000).
d) Stock options
The Company has a stock option plan (the "Plan"), the purpose of which is to attract, retain and compensate qualified persons as directors, senior officers and employees of, and consultants to the Company and its affiliates and subsidiaries by providing such persons with the opportunity, through share options, to acquire an increased proprietary interest in the Company. The number of shares reserved for issuance under the Plan cannot be more than a maximum of 10% of the issued and outstanding shares at the time of any grant of options. The period for exercising an option shall not extend beyond a period of five years following the date the option is granted.
Insiders of the Company are restricted on an individual basis from holding options which when exercised would entitle them to receive more than 5% of the total issued and outstanding shares at the time the option is granted. The exercise price of options granted in accordance with the Plan must not be lower than the closing price of the shares on the TSXV immediately preceding the date on which the option is granted and in no circumstances may it be less than the permissible discounting in accordance with the Corporate Finance Policies of the TSXV.
The Company records a charge to the consolidated statements of loss using the Black-Scholes option pricing model. The valuation is dependent on a number of inputs and estimates, including the strike price, exercise price, risk-free interest rate, the level of stock volatility, together with an estimate of the level of forfeiture. The level of stock volatility is calculated with reference to the historic traded daily closing share price at the date of issue.
Option pricing models require the inputs including the expected price volatility. Changes in the inputs can materially affect the fair value estimate.
The following table shows the continuity of stock options for the years presented:
|
|
|
|
|
Weighted |
|
|
|
|
|
|
average |
|
|
|
Number of |
|
|
exercise |
|
|
|
options |
|
|
price |
|
|
|
|
|
|
|
|
Balance, December 31, 2013 and December 31, 2014 |
|
940,000 |
|
$ |
0.50 |
|
Granted (i)(ii) |
|
3,700,000 |
|
|
0.11 |
|
Expired |
|
(200,000 |
) |
|
0.50 |
|
Balance, December 31, 2015 |
|
4,440,000 |
|
$ |
0.17 |
|
There were no stock-based compensation for the year ended December 31, 2014.
(i) On June 1, 2015, 3,550,000 stock options were granted to directors, officers, consultants and key employees of the Company to purchase common shares at a price of $0.105 per share until June 1, 2020. The options vested immediately. The fair value attributed to these options was $324,000 and was expensed in the consolidated statements of loss and credited to equity settled share-based payments reserve. During the year ended December 31, 2015, included in stock-based compensation is $324,000 related to the vested portion of these options.
The fair value of the options was estimated using the Black-Scholes option pricing model with the following assumptions: dividend yield - 0%; volatility - 134%; risk-free interest rate - 0.90% and an expected life of 5 years.
(ii) On June 13, 2015, 150,000 stock options were granted to a consultant of the Company to purchase common shares at a price of $0.105 per share until June 12, 2020. The options vested immediately. The fair value attributed to these options was $14,000 and was expensed in the consolidated statements of loss and credited to equity settled share-based payments reserve. During the year ended December 31, 2015, included in stock-based compensation is $14,000 related to the vested portion of these options.
The fair value of the options was estimated using the Black-Scholes option pricing model with the following assumptions: dividend yield - 0%; volatility - 133%; risk-free interest rate - 1.01% and an expected life of 5 years.
The following table reflects the actual stock options issued and outstanding as of December 31, 2015:
|
|
Weighted average |
|
Number of |
|
|
|
remaining |
Number of |
options |
Number of |
|
Exercise |
contractual |
options |
vested |
options |
Expiry date |
price ($) |
life (years) |
outstanding |
(exercisable) |
unvested |
|
|
|
|
|
|
January 28, 2016 |
0.50 |
0.08 |
50,000 |
50,000 |
- |
September 6, 2016 |
0.50 |
0.68 |
690,000 |
690,000 |
- |
June 1, 2020 |
0.105 |
4.42 |
3,550,000 |
3,550,000 |
- |
June 12, 2020 |
0.105 |
4.45 |
150,000 |
150,000 |
- |
|
|
|
|
|
|
|
0.17 |
3.79 |
4,440,000 |
4,440,000 |
- |
16. Net Loss per Common Share
The calculation of basic and diluted loss per share for the year ended December 31, 2015 was based on the loss attributable to common shareholders of $1,793,077 (year ended December 31, 2014 - $5,264,727) and the weighted average number of common shares outstanding of 94,687,024 (year ended December 31, 2014 - 66,876,362) for basic and diluted loss per share. Diluted loss did not include the effect of 30,966,000 warrants (year ended December 31, 2014 - 10,330,000) and 4,440,000 options (year ended December 31, 2014 - 940,000) for the year ended December 31, 2015, as they are anti-dilutive.
17. Cost of Sales
Year Ended December 31, |
|
2015 |
|
|
2014 |
|
Production wages |
$ |
71,616 |
|
$ |
156,101 |
|
Oil and fuel |
|
53,227 |
|
|
37,233 |
|
Repairs and servicing |
|
77,339 |
|
|
56,629 |
|
Equipment hire |
|
12,523 |
|
|
19,607 |
|
Consumable |
|
- |
|
|
9,932 |
|
Royalties |
|
21,738 |
|
|
38,921 |
|
Other costs |
|
42,233 |
|
|
60,956 |
|
Production costs |
|
278,676 |
|
|
379,379 |
|
Inventory movement |
|
78,160 |
|
|
- |
|
Cost of sales |
$ |
356,836 |
|
$ |
379,379 |
|
18. Taxation
(a) Provision for income taxes
A reconciliation of the expected tax recovery to actual is provided as follows:
Year Ended December 31, |
|
2015 |
|
|
2014 |
|
|
|
|
|
|
|
|
Loss before income taxes |
$ |
(1,793,077 |
) |
$ |
(5,264,727 |
) |
Expected tax recovery at statutory rate of 26.5% (2014 - 26.5%) |
|
(475,165 |
) |
|
(1,395,150 |
) |
Difference resulting from: |
|
|
|
|
|
|
Foreign tax rate differential |
|
55,770 |
|
|
195,860 |
|
Stock-based compensation |
|
89,570 |
|
|
- |
|
Re-evaluation of warrants |
|
(71,020 |
) |
|
3,975 |
|
Impairment of assets |
|
- |
|
|
840,104 |
|
Non-capital losses not recognized |
|
400,845 |
|
|
355,211 |
|
|
$ |
- |
|
$ |
- |
|
(b) Deferred tax balances
The tax effects of temporary differences that give rise to deferred tax assets and deferred tax liabilities that have not been recognized for financial statement purposes are as follows:
|
|
2015 |
|
|
2014 |
|
|
|
|
|
|
|
|
Deferred income tax assets (liabilities) |
|
|
|
|
|
|
Non-capital losses |
$ |
6,097,840 |
|
$ |
5,406,824 |
|
Share issue costs |
|
19,552 |
|
|
5,026 |
|
Property, plant and equipment and deferred development costs |
|
(1,173,447 |
) |
|
(848,006 |
) |
Valuation allowance (impairment) |
|
(4,943,945 |
) |
|
(4,563,844 |
) |
|
$ |
- |
|
$ |
- |
|
(c) Losses carried forward
As at December 31, 2015, the Company had non-capital losses carried forward of $28,226,015 (2014 - $23,216,780) for income tax purposes as follows:
Expires |
2026 |
$ |
1,064,484 |
|
|
2027 |
|
598,595 |
|
|
2029 |
|
373,962 |
|
|
2030 |
|
440,512 |
|
|
2031 |
|
993,770 |
|
|
2032 |
|
600,689 |
|
|
2033 |
|
1,100,268 |
|
|
2034 |
|
906,488 |
|
|
2035 |
|
884,524 |
|
Indefinite |
|
|
21,262,723 |
|
|
|
$ |
28,226,015 |
|
The loss carry-forward amounts have not been recognized for accounting purposes because it is not probable that future profit will be available against which the Company can utilize the benefits therefrom.
19. Related Party Disclosures
Related parties include the Board of Directors, close family members, other key management individuals and enterprises that are controlled by these individuals as well as certain persons performing similar functions.
Related party transactions conducted in the normal course of operations are measured at the fair value and approved by the Board of Directors in strict adherence to conflict of interest laws and regulations.
(a) The Company entered into the following transactions with related parties:
|
|
|
|
|
Year Ended |
|
|
|
|
|
|
December 31, |
|
|
|
Note |
|
|
2015 |
|
|
2014 |
|
Interest on related party loans |
|
(i) |
|
$ |
70,612 |
|
$ |
55,323 |
|
(i) G&F Phelps Limited ("G&F Phelps"), a company controlled by a director of the Company, had amalgamated loans to the Company of $2,690,365 (GBP 1,318,354) (December 31, 2014 - $2,338,872 - GBP 1,294,268) included with due to related parties bearing interest at 2% above UK base rates, repayable on demand and secured by a mortgage debenture on all the Company's assets. Interest accrued on related party loans is included with due to related parties. As at December 31, 2015, the amount of interest accrued is $320,053 (GBP 156,835) (December 31, 2014 - $218,113 - GBP 120,698).
(ii) See note 15(b)(ii)(iv).
(b) Remuneration of key management of the Company was as follows:
|
|
Year Ended |
|
|
|
December 31, |
|
|
|
2015 |
|
|
2014 |
|
Salaries and benefits (1) |
$ |
491,943 |
|
$ |
463,255 |
|
Stock-based compensation |
|
109,521 |
|
|
- |
|
|
$ |
601,464 |
|
$ |
463,255 |
|
(1) Salaries and benefits include director fees. As at December 31, 2015, due to directors for fees amounted to $83,750 (December 31, 2014 - $55,000) and due to key management, mainly for salaries and benefits accrued amounted to $928,048 (GBP 454,769) (December 31, 2014 - $483,998 - GBP 267,831), and is included with due to related parties.
(c) As of December 31, 2015, Kenglo One Limited owns 13,222,068 common shares of the Company or approximately 12.32% of the outstanding common shares of the Company. Ross Beaty owns 16,000,000 common shares of the Company or approximately 14.91% of the outstanding common shares. Roland Phelps, Chief Executive Officer and director, owns, directly and indirectly, 21,472,915 common shares of the Company or approximately 20.01% of the outstanding common shares of the Company. The remaining 52.76% of the shares are widely held, which includes various small holdings which are owned by directors of the Company. These holdings can change at anytime at the discretion of the owner.
The Company is not aware of any arrangements that may at a subsequent date result in a change in control of the Company.
20. Segment Disclosure
The Company has determined that it has one reportable segment. The Company's operations are substantially all related to its investment in Cavanacaw and its subsidiaries, Omagh and Flintridge. Substantially all of the Company's revenues, costs and assets of the business that support these operations are derived or located in Northern Ireland. Segmented information on a geographic basis is as follows:
December 31, 2015 |
|
United Kingdom |
|
|
Canada |
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
Current assets |
$ |
447,691 |
|
$ |
1,364,175 |
|
$ |
1,811,866 |
|
Non-current assets |
|
11,609,887 |
|
|
60,553 |
|
|
11,670,440 |
|
Revenues |
$ |
80,989 |
|
$ |
- |
|
$ |
80,989 |
|
December 31, 2014 |
|
United Kingdom |
|
|
Canada |
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
Current assets |
$ |
208,066 |
|
$ |
25,543 |
|
$ |
233,609 |
|
Non-current assets |
|
9,639,643 |
|
|
60,714 |
|
|
9,700,357 |
|
Revenues |
$ |
8,332 |
|
$ |
- |
|
$ |
8,332 |
|
21. Contingencies
(i) During the year ended December 31, 2010, the Company's subsidiary Omagh received a payment demand from Her Majesty's Revenue and Customs in the amount of $620,965 (GBP 304,290) in connection with an aggregate levy arising from the removal of waste rock from the mine site during 2008 and early 2009. The Company believes this claim is without merit. An appeal has been lodged and the Company's subsidiary Omagh intends to vigorously defend itself against this claim. A hearing date for the appeal has not yet been determined. No provision has been made for the claim in the consolidated financial statements.
22. Supplement Schedule of Non-Cash Transactions
|
|
Year Ended |
|
|
|
December 31, |
|
|
|
2015 |
|
|
2014 |
|
Shares issued to settle accounts payable and other liabilities (note 15(b)(ii)) |
$ |
- |
|
$ |
40,667 |
|
Shares issued to settle due to related parties (note 15(b)(ii)) |
$ |
- |
|
$ |
1,348,483 |
|
23. Events After the Reporting Period
(i) On January 28, 2016, 50,000 stock options with an exercise price of $0.50 expired unexercised.
(ii) On March 4, 2016, the Company confirmed that a third party has obtained leave from Belfast High Court to bring a judicial review of the planning consent granted by Department of Environment Northern Ireland, for the Company's underground mine near Omagh, County Tyrone. The review is expected to be heard on September 27-29, 2016.
