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GAL Galantas Gold Corporation

12.50
-0.50 (-3.85%)
19 Apr 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Galantas Gold Corporation LSE:GAL London Ordinary Share CA36315W3012 COM SHS NPV
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  -0.50 -3.85% 12.50 11.50 13.50 13.00 12.50 13.00 23,355 14:48:36
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Gold Ores 0 -16.63M -0.1448 -1.52 25.27M

Galantas Gold Corporation 3rd Quarter Results (0041I)

30/11/2022 7:00am

UK Regulatory


Galantas Gold (LSE:GAL)
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TIDMGAL

RNS Number : 0041I

Galantas Gold Corporation

30 November 2022

GALANTAS REPORTS FINANCIAL RESULTS FOR THE QUARTERED SEPTEMBER 30, 2022

November 30, 2022: Galantas Gold Corporation (TSX-V & AIM: GAL; OTCQX: GALKF) ("Galantas" or the "Company") is pleased to announce its unaudited financial results for the quarter ended September 30, 2022.

Financial Highlights

Highlights of the third quarter 2022 results are summarized below. All figures are in Canadian dollars unless otherwise stated.

 
All figures denominated in Canadian Dollars (CDN$) 
                                                                   Quarter Ended                 Nine Months Ended 
                                                                    September 30                    September 30 
 
                                                                     2022 2021                       2022 2021 
Revenue                                                       $ 0             $ 0              $ 0            $ 0 
Cost and expenses of operations                           $ (86,442)      $ (74,462)       $ (200,076)    $ (181,943) 
Loss before the undernoted                                $ (86,442)      $ (74,462)       $ (200,076)    $ (181,943) 
Depreciation                                              $ (196,178)     $ (89,151)       $ (475,045)    $ (248,304) 
General administrative expenses                         $ (1 , 179,927)   $ (914,174)     $(3,764,038)   $ (4,138,326) 
Foreign exchange (loss)                                   $ (93,277)      $ (95,489)       $ (112,645)    $ (133,234) 
Net Loss for the period                                  $ (1,555,824)   $ (1,173,276)    $(4,551,804)   $ (4,701,807) 
Working Capital (Deficit) / Surplus                       $ (714,865)     $ 2,454,581      $ (714,865)    $ 2,454,581 
Cash (loss) from operating activities before changes 
 in non-cash working capital                              $ (324,827)     $ (419,009)     $ (3,003,660)  $ (1,116,243) 
Cash at September 30, 2022                                $ 3,567,196     $ 3,881,674      $ 3,567,196    $ 3,881,674 
 

Sales revenue for the quarter ended September 30, 2022 amounted to $Nil compared to revenue of $Nil for the quarter ended September 30, 2021. Shipments of concentrate commenced during the third quarter of 2019. Concentrate sales provisional revenues totalled US$183,000 for the third quarter of 2022 compared to US$329,000 for the third quarter of 2021. Until the mine commences commercial production, the net proceeds from concentrate sales are being offset against development assets.

The net loss for the quarter ended September 30, 2022 amounted to $ 1,555,824 (2021: $1,173,276) and the cash loss from operating activities before changes in non-cash working capital for the quarter ended September 30, 2022 amounted to $(3,003,660 (2021: ($1,116,243)). The difference in the net loss for Q3 2022 versus Q3 2021 is mainly due to changes in the amount of accretion expenses and loan interest costs between the quarters. The difference in the cash loss for the nine months ending September 30 2022 and the prior period results from adjustments for foreign exchange and prior year financing costs.

The Company had a cash balance of $3,567,196 at September 30, 2022 compared to $3,881,674 at September 30, 2021. The working capital deficit at September 30, 2022 amounted to $714,865 compared to a working capital surplus of $2,454,581 at September 30, 2021.

Click on, or paste the following link into your web browser, to view the associated PDF document.

http://www.rns-pdf.londonstockexchange.com/rns/0041I_1-2022-11-30.pdf

Qualified Person

The financial components of this disclosure has been reviewed by Alan Buckley (Chief Financial Officer) and the production and permitting components by Brendan Morris (Chief Operating Officer), 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.

Information communicated within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

Enquiries

Galantas Gold Corporation

Mario Stifano: Chief Executive Officer

Email: info@galantas.com

Website: www.galantas.com

Telephone: +44(0)28 8224 1100

Grant Thornton UK LLP (AIM Nomad)

Philip Secrett, Harrison Clarke, George Grainger, Samuel Littler

Telephone: +44(0)20 7383 5100

SP Angel Corporate Finance LLP (AIM Broker)

David Hignell, Charlie Bouverat (Corporate Finance)

Grant Barker (Sales & Broking)

Telephone: +44(0)20 3470 0470

GALANTAS GOLD CORPORATION

Condensed Interim Consolidated Financial Statements

(Expressed in Canadian Dollars)

(Unaudited)

Three and Nine Months Ended September 30, 2022

NOTICE TO READER

The accompanying unaudited condensed interim consolidated financial statements of Galantas Gold Corporation (the "Company") have been prepared by and are the responsibility of management. The unaudited condensed interim consolidated financial statements have not been reviewed by the Company's auditors.

 
                                                                   As at           As at 
                                                               September 30,    December 31, 
                                                                   2022             2021 
 ------------------------------------------------------------  -------------    ------------ 
 
ASSETS 
 
Current assets 
 Cash and cash equivalents                                 $       3,567,196   $   1,069,751 
 Accounts receivable and prepaid expenses (note 4)                 1,845,390       1,279,935 
 Inventories (note 5)                                                 32,763         108,788 
-------------------------------------------------------------  -------------    ------------ 
Total current assets                                               5,445,349       2,458,474 
 
Non-current assets 
 Property, plant and equipment (note 6)                           29,657,790      25,688,836 
 Long-term deposit (note 8)                                          452,940         513,960 
 Exploration and evaluation assets (note 7)                        2,281,115       1,574,183 
-------------------------------------------------------------  -------------    ------------ 
Total non-current assets                                          32,391,845      27,776,979 
-------------------------------------------------------------  -------------    ------------ 
Total assets                                               $      37,837,194   $  30,235,453 
---------------------------------------------------------      -------------    ------------ 
 
EQUITY AND LIABILITIES 
 
Current liabilities 
 Accounts payable and other liabilities (notes 9 and 17)   $       3,672,456   $   3,013,999 
 Due to related parties (note 15)                                  2,487,758         124,317 
 Leases (note 11)                                                          -         416,040 
-------------------------------------------------------------  -------------    ------------ 
Total current liabilities                                          6,160,214       3,554,356 
 
Non-current liabilities 
 Non-current portion of financing facilities (note 10)             4,120,767       4,247,488 
 Due to related parties (note 15)                                  2,695,201       2,444,376 
 Decommissioning liability (note 8)                                  536,379         600,525 
-------------------------------------------------------------  -------------    ------------ 
Total non-current liabilities                                      7,352,347       7,292,389 
-------------------------------------------------------------  -------------    ------------ 
Total liabilities                                                 13,512,561      10,846,745 
-------------------------------------------------------------  -------------    ------------ 
 
Equity 
 Share capital (note 12(a)(b))                                    68,649,647      57,783,570 
 Reserves                                                         14,057,021      15,435,369 
 Deficit                                                         (58,382,035)    (53,830,231) 
-------------------------------------------------------------  -------------    ------------ 
Total equity                                                      24,324,633      19,388,708 
-------------------------------------------------------------  -------------    ------------ 
Total equity and liabilities                               $      37,837,194   $  30,235,453 
---------------------------------------------------------      -------------    ------------ 
 

The notes to the unaudited condensed interim consolidated financial statements are an integral part of these statements.

Going concern (note 1)

Incorporation and nature of operations (note 2)

Contingency (note 17)

Event after the reporting period (note 18)

 
                                                      Three Months Ended          Nine Months Ended 
                                                        September 30,               September 30, 
                                                      2022          2021          2022          2021 
 ------------------------------------------------  ----------    ----------    ----------    ---------- 
 
Revenues 
 Sales of concentrate (note 14)                $            -   $         -   $         -   $         - 
 
Cost and expenses of operations 
 Cost of sales                                         86,442        74,462       200,076       181,943 
 Depreciation (note 6)                                196,178        89,151       475,045       248,304 
-------------------------------------------------  ----------    ----------    ----------    ---------- 
                                                      282,620       163,613       675,121       430,247 
 ------------------------------------------------  ----------    ----------    ----------    ---------- 
 
Loss before general administrative and other 
 expenses                                            (282,620)     (163,613)     (675,121)     (430,247) 
-------------------------------------------------  ----------    ----------    ----------    ---------- 
 
General administrative expenses 
 Management and administration wages (note 15)        220,289       112,997       486,034       339,031 
 Other operating expenses                              66,676        65,327       258,634       137,742 
 Accounting and corporate                              33,705        48,891       223,166       137,348 
 Legal and audit                                       70,190        32,487       199,918       113,124 
 Stock-based compensation (note 12(d))                236,623       404,064     1,232,600     1,639,205 
 Shareholder communication and investor relations     128,889       133,522       399,410       310,263 
 Transfer agent                                        17,394         3,084        39,127        14,991 
 Director fees (note 15)                               35,000        19,500       105,000        43,500 
 General office                                        13,468         8,648        49,543        19,987 
 Accretion expenses (notes 8, 10 and 15)              138,144         2,742       351,965       135,158 
 Loan interest and bank charges less deposit 
  interest (notes 10 and 15)                          219,549        82,912       418,641       243,795 
 Financing costs                                            -             -             -     1,004,182 
-------------------------------------------------  ----------    ----------    ----------    ---------- 
                                                    1,179,927       914,174     3,764,038     4,138,326 
Other expenses 
 Foreign exchange loss                                 93,277       102,648       112,645       140,393 
 Gain on disposal of property, plant and 
  equipment                                                 -        (7,159)            -        (7,159) 
-------------------------------------------------  ----------    ----------    ----------    ---------- 
                                                       93,277        95,489       112,645       133,234 
 ------------------------------------------------  ----------    ----------    ----------    ---------- 
 
Net loss for the period                        $   (1,555,824)  $(1,173,276)  $(4,551,804)  $(4,701,807) 
---------------------------------------------      ----------    ----------    ----------    ---------- 
Basic and diluted net loss per share (note 
 13)                                           $        (0.02)  $     (0.02)  $     (0.05)  $     (0.08) 
---------------------------------------------      ----------    ----------    ----------    ---------- 
Weighted average number of common shares 
 outstanding - basic and diluted                   92,115,467    74,488,086    84,788,729    60,565,996 
-------------------------------------------------  ----------    ----------    ----------    ---------- 
 

The notes to the unaudited condensed interim consolidated financial statements are an integral part of these statements.

 
                                                      Three Months Ended          Nine Months Ended 
                                                        September 30,               September 30, 
                                                      2022          2021          2022          2021 
 ------------------------------------------------  ----------    ----------    ----------    ---------- 
 
Net loss for the period                        $   (1,555,824)  $(1,173,276)  $(4,551,804)  $(4,701,807) 
 
Other comprehensive loss 
Items that will be reclassified subsequently 
to profit or loss 
 Exchange differences on translating foreign 
  operations                                       (1,101,693)       30,489    (3,191,409)     (264,805) 
-------------------------------------------------  ----------    ----------    ----------    ---------- 
Total comprehensive loss                       $   (2,657,517)  $(1,142,787)  $(7,743,213)  $(4,966,612) 
---------------------------------------------      ----------    ----------    ----------    ---------- 
 

The notes to the unaudited condensed interim consolidated financial statements are an integral part of these statements.

 
                                                                            Nine Months Ended 
                                                                              September 30, 
                                                                            2022          2021 
 ----------------------------------------------------------------------  ----------    ---------- 
 
Operating activities 
Net loss for the period                                              $   (4,551,804)  $(4,701,807) 
Adjustment for: 
 Depreciation (note 6)                                                      475,045       248,304 
 Stock-based compensation (note 12(d))                                    1,232,600     1,639,205 
 Accrued interest (notes 10 and 15)                                         704,919       158,404 
 Foreign exchange (gain) loss                                            (1,139,442)      407,470 
 Accretion expenses (notes 8, 10 and 15)                                    275,022       135,158 
 Financing costs                                                                  -     1,004,182 
 Gain on disposal of property, plant and equipment                                -        (7,159) 
Non-cash working capital items: 
 Accounts receivable and prepaid expenses                                   346,959      (415,954) 
 Inventories                                                                 71,611        (3,129) 
 Accounts payable and other liabilities                                   1,068,811       137,074 
 Due to related parties                                                     246,714        75,638 
-----------------------------------------------------------------------  ----------    ---------- 
Net cash and cash equivalents used in by operating activities            (1,269,565)   (1,322,614) 
-----------------------------------------------------------------------  ----------    ---------- 
 
Investing activities 
Net purchase of property, plant and equipment                            (7,065,758)   (2,696,746) 
Proceeds from sale of property, plant and equipment                               -         8,561 
Exploration and evaluation assets                                          (893,830)     (402,702) 
Lease payments (note 11)                                                   (668,534)            - 
-----------------------------------------------------------------------  ----------    ---------- 
Net cash and cash equivalents used in investing activities               (8,628,122)   (3,090,887) 
-----------------------------------------------------------------------  ----------    ---------- 
 
Financing activities 
Proceeds of private placements (note 12(b)(i))                            5,900,003     7,998,980 
Share issue costs                                                          (601,932)     (775,137) 
Proceeds from exercise of warrants                                        5,074,467       495,333 
Advances from related parties                                             2,044,133             - 
Repayment of financing facilities                                                 -       (23,802) 
-----------------------------------------------------------------------  ----------    ---------- 
Net cash and cash equivalents provided by financing activities           12,416,671     7,695,374 
-----------------------------------------------------------------------  ----------    ---------- 
 
Net change in cash and cash equivalents                                   2,518,984     3,281,873 
 
Effect of exchange rate changes on cash held in foreign currencies          (21,539)      (12,293) 
 
Cash and cash equivalents, beginning of period                            1,069,751       612,094 
-----------------------------------------------------------------------  ----------    ---------- 
 
Cash and cash equivalents, end of period                             $    3,567,196   $ 3,881,674 
-------------------------------------------------------------------      ----------    ---------- 
 
Cash                                                                 $    3,567,196   $ 3,881,674 
Cash equivalents                                                                  -             - 
-------------------------------------------------------------------      ----------    ---------- 
Cash and cash equivalents                                            $    3,567,196   $ 3,881,674 
-------------------------------------------------------------------      ----------    ---------- 
 

The notes to the unaudited condensed interim consolidated financial statements are an integral part of these statements.

 
 
                                                       Equity 
                                                       settled       Foreign 
                                                     share-based    currency 
                           Share        Warrants      payments     translation 
                          capital       reserve        reserve       reserve        Deficit        Total 
-------------------      ----------    ----------    -----------   -----------    -----------    ---------- 
Balance, December 
 31, 2020            $   52,933,594   $   340,000   $  8,381,382  $  1,012,739   $(48,545,800)  $14,121,915 
 Shares issued in 
  private placement 
  (note 12(b)(i))         7,998,980             -              -             -              -     7,998,980 
 Warrants issued (note 
  12(b)(i))              (3,258,578)    3,258,578              -             -              -             - 
 Warrants issued (note 
  10(i))                          -       670,000              -             -              -       670,000 
 Share issue costs 
  (note 12(b)(i))          (783,920)        8,783              -             -              -      (775,137) 
 Warrant extension 
  (note 15(a)(iii))               -       251,000              -             -              -       251,000 
 Stock-based 
  compensation (note 
  12(d))                          -             -      1,639,205             -              -     1,639,205 
 Exercise of warrants       893,494      (398,161)             -             -              -       495,333 
 Exchange differences 
  on translating 
  foreign operations              -             -              -      (264,805)             -      (264,805) 
 Net loss for the 
  period                          -             -              -             -     (4,701,807)   (4,701,807) 
-----------------------  ----------    ----------    -----------   -----------    -----------    ---------- 
Balance, September 
 30, 2021            $   57,783,570   $ 4,130,200   $ 10,020,587  $    747,934   $(53,247,607)  $19,434,684 
-------------------      ----------    ----------    -----------   -----------    -----------    ---------- 
 
Balance, December 
 31, 2021            $   57,783,570   $ 4,130,200   $ 10,417,260  $    887,909   $(53,830,231)  $19,388,708 
 Shares issued in 
  private placement 
  (note 12(b)(ii))        5,900,003             -              -             -              -     5,900,003 
 Shares issued for 
  services arrangement 
  (note 12(b)(ii))        1,000,000             -              -             -              -     1,000,000 
 Warrants issued (note 
  12(b)(ii))             (2,320,000)    2,320,000              -             -              -             - 
 Warrants issued (note 
  15(a)(iii))                     -        74,000              -             -              -        74,000 
 Share issue costs 
  (note 12(b)(ii))         (813,932)      212,000              -             -              -      (601,932) 
 Stock-based 
  compensation (note 
  12(d))                          -             -      1,232,600             -              -     1,232,600 
 Exercise of warrants     7,100,006    (2,025,539)             -             -              -     5,074,467 
 Exchange differences 
  on translating 
  foreign operations              -             -              -    (3,191,409)             -    (3,191,409) 
 Net loss for the 
  period                          -             -              -             -     (4,551,804)   (4,551,804) 
-----------------------  ----------    ----------    -----------   -----------    -----------    ---------- 
Balance, September 
 30, 2022            $   68,649,647   $ 4,710,661   $ 11,649,860  $ (2,303,500)  $(58,382,035)  $24,324,633 
-------------------      ----------    ----------    -----------   -----------    -----------    ---------- 
 

The notes to the unaudited condensed interim consolidated financial statements are an integral part of these statements.

1. Going Concern

These unaudited condensed interim 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 uncertainties related to events or conditions that may cast 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 Flintridge Resources Limited ("Flintridge") who are engaged in the acquisition, exploration and development of gold properties, mainly in Omagh, Northern Ireland and Omagh Minerals Limited ("Omagh") who are engaged in the exploration of gold properties, mainly in the Republic of Ireland. The Omagh mine has an open pit mine, which was in production until 2013 when production was suspended and is reported as property, plant and equipment and as an underground mine which having established technical feasibility and commercial viability in December 2018 has resulted in associated exploration and evaluation assets being reclassified as an intangible development asset and reported as property, plant and equipment.

The going concern assumption is dependent upon forecast cash flows being met and further financing currently being negotiated. The management's assumptions in relation to future levels of production, gold prices and mine operating and capital costs are crucial to forecast cash flows being achieved. Should production be significantly delayed, revenues fall short of expectations or operating costs and capital costs increase significantly, there may be insufficient cash flows to sustain day to day operations without seeking further finance.

Negotiations with current finance providers to extend short-term loans have progressed positively and the maturity dates for both the G&F Phelps Ltd. ("G&F Phelps") and Ocean Partners UK Ltd. ("Ocean Partners") loans have now been extended to December 31, 2023 (see notes 10 and 15). During the year ended December 31, 2021, the Company raised gross proceeds of $8M through the issuance of shares to new and current investors to meet the financial requirements of the Company for the foreseeable future. During the nine months ended September 30, 2022, the Company raised gross proceeds of $11M through the issuance of shares to investors and the exercise of warrants. Based on the financial projections prepared, the directors believe it's appropriate to prepare the unaudited condensed interim consolidated financial statements on the going concern basis.

As at September 30, 2022, the Company had a deficit of $58,382,035 (December 31, 2021 - $53,830,231). Comprehensive loss for the nine months ended September 30, 2022 was $7,743,213 (nine months ended September 30, 2021 - $4,966,612). These conditions raise material uncertainties which may cast significant doubt as to whether the Company will be able to continue as a going concern. However, management is confident that it will continue as a going concern. However, this is subject to a number of factors including market conditions.

These unaudited condensed interim 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, Northern Ireland. 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.

On April 17, 2020, the Company completed a share consolidation of its share capital on the basis of ten existing common shares for one new common share consolidation.

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. On September 1, 2021, the Company's common shares started trading under the symbol GALKF on the OTCQX in the United States. The primary office is located at The Canadian Venture Building, 82 Richmond Street East, Toronto, Ontario, Canada, M5C 1P1.

In March 2020, the World Health Organization declared coronavirus (COVID-19) a global pandemic. This contagious disease outbreak, which has continued to spread, has adversely affected workforces, economies, and financial markets globally, leading to an economic downturn. It is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company's business or ability to raise funds.

3. Basis of Preparation

Statement of compliance

The Company applies International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board and interpretations issued by the International Financial Reporting Interpretations Committee ("IFRIC"). These unaudited condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standard 34 - Interim Financial Reporting. Accordingly, they do not include all of the information required for full annual financial statements.

The policies applied in these unaudited condensed interim consolidated financial statements are based on IFRS issued and outstanding as of November 29, 2022 the date the Board of Directors approved the statements. The same accounting policies and methods of computation are followed in these unaudited condensed interim consolidated financial statements as compared with the most recent annual consolidated financial statements as at and for the year ended December 31, 2021. Any subsequent changes to IFRS that are given effect in the Company's annual consolidated financial statements for the year ending December 31, 2022 could result in restatement of these unaudited condensed interim consolidated financial statements.

4. Accounts Receivable and Prepaid Expenses

 
                                                         As at          As at 
                                                     September 30,   December 31, 
                                                         2022            2021 
 --------------------------------------------------  -------------   ------------ 
 
Sales tax receivable - Canada                    $          22,824  $       4,471 
Valued added tax receivable - Northern Ireland             256,917        239,774 
Accounts receivable                                        181,975        594,071 
Prepaid expenses                                         1,383,674        281,207 
Other debtors                                                    -        160,412 
---------------------------------------------------  -------------   ------------ 
 $                                                       1,845,390  $   1,279,935 
 --------------------------------------------------  -------------   ------------ 
 

Prepaid expenses includes advances for consumables and for construction of the passing bays in the Omagh mine. Prepaid expenses includes also $1,000,000 pursuant to services agreement as disclosed in note 12(b)(ii).

The following is an aged analysis of receivables:

 
                                    As at          As at 
                                September 30,   December 31, 
                                    2022            2021 
 -----------------------------  -------------   ------------ 
 
Less than 3 months          $         402,551  $     884,550 
3 to 12 months                         51,540        105,526 
More than 12 months                     7,625          8,652 
------------------------------  -------------   ------------ 
Total accounts receivable   $         461,716  $     998,728 
--------------------------      -------------   ------------ 
 

5. Inventories

 
                                  As at          As at 
                              September 30,   December 31, 
                                  2022            2021 
 ---------------------------  -------------   ------------ 
 
Concentrate inventories   $          32,763  $     108,788 
------------------------      -------------   ------------ 
 

6. Property, Plant and Equipment

 
                Freehold       Plant 
                land and        and        Motor       Office      Development    Assets under 
                             machinery 
Cost            buildings       (i)       vehicles    equipment    assets (ii)    construction      Total 
-------------   ---------    ---------    --------    ---------    -----------    ------------    ---------- 
Balance, 
 December 31, 
 2020          $2,398,171   $6,951,208   $ 162,571   $  191,422   $ 19,345,676   $           -   $29,049,048 
Additions               -    1,263,168      38,975       27,973      4,898,703         556,273     6,785,092 
Disposals               -       (6,289)          -            -              -               -        (6,289) 
Cash receipts 
 from 
 concentrate 
 sales                  -            -           -            -     (1,412,329)              -    (1,412,329) 
Foreign 
 exchange 
 adjustment       (34,357)     (99,099)     (2,329)      (2,742)      (270,376)              -      (408,903) 
-------------   ---------    ---------    --------    ---------    -----------    ------------    ---------- 
Balance, 
 December 31, 
 2021           2,363,814    8,108,988     199,217      216,653     22,561,674         556,273    34,006,619 
Additions               -      942,979      24,454        8,897      7,434,667               -     8,410,997 
Disposals               -            -           -            -              -        (523,478)     (523,478) 
Cash receipts 
 from 
 concentrate 
 sales                  -            -           -            -       (551,021)              -      (551,021) 
Foreign 
 exchange 
 adjustment      (280,644)    (958,727)    (23,652)     (25,722)    (2,584,864)        (32,795)   (3,906,404) 
-------------   ---------    ---------    --------    ---------    -----------    ------------    ---------- 
Balance, 
 September 
 30, 2022      $2,083,170   $8,093,240   $ 200,019   $  199,828   $ 26,860,456   $           -   $37,436,713 
-------------   ---------    ---------    --------    ---------    -----------    ------------    ---------- 
 
Accumulated 
depreciation 
-------------   ---------    ---------    --------    ---------    -----------    ------------    ---------- 
Balance, 
 December 31, 
 2020          $1,986,461   $5,648,586   $ 130,107   $  125,791   $          -   $           -   $ 7,890,945 
Depreciation        6,347      507,731      19,776       13,992              -               -       547,846 
Disposals               -       (4,801)          -            -              -               -        (4,801) 
Foreign 
 exchange 
 adjustment       (28,499)     (83,818)     (1,995)      (1,895)             -               -      (116,207) 
-------------   ---------    ---------    --------    ---------    -----------    ------------    ---------- 
Balance, 
 December 31, 
 2021           1,964,309    6,067,698     147,888      137,888              -               -     8,317,783 
Depreciation        3,384      439,277      22,977        9,407              -               -       475,045 
Foreign 
 exchange 
 adjustment      (233,428)    (744,490)    (19,018)     (16,969)             -               -    (1,013,905) 
-------------   ---------    ---------    --------    ---------    -----------    ------------    ---------- 
Balance, 
 September 
 30, 2022      $1,734,265   $5,762,485   $ 151,847   $  130,326   $          -   $           -   $ 7,778,923 
-------------   ---------    ---------    --------    ---------    -----------    ------------    ---------- 
 
Carrying 
value 
-------------   ---------    ---------    --------    ---------    -----------    ------------    ---------- 
Balance, 
 December 31, 
 2021          $  399,505   $2,041,290   $  51,329   $   78,765   $ 22,561,674   $     556,273   $25,688,836 
-------------   ---------    ---------    --------    ---------    -----------    ------------    ---------- 
Balance, 
 September 
 30, 2022      $  348,905   $2,330,755   $  48,172   $   69,502   $ 26,860,456   $           -   $29,657,790 
-------------   ---------    ---------    --------    ---------    -----------    ------------    ---------- 
 

(i) Right-of-use assets of $680,520 is included in additions of the plant and machinery for the year ended December 31, 2021. Right-of-use assets of $270,740 is included in additions of the plant and machinery for the nine months ended September 30, 2022.

(ii) Development assets are expenditures for the underground mining operations in Omagh.

7. Exploration and Evaluation Assets

 
                               Exploration 
                                   and 
                               evaluation 
Cost                             assets 
----------------------------   ----------- 
 
Balance, December 31, 2020    $    750,741 
Additions                          834,193 
Foreign exchange adjustment        (10,751) 
----------------------------   ----------- 
Balance, December 31, 2021       1,574,183 
Additions                          893,830 
Foreign exchange adjustment       (186,898) 
----------------------------   ----------- 
Balance, September 30, 2022   $  2,281,115 
----------------------------   ----------- 
 
Carrying value 
----------------------------   ----------- 
 
Balance, December 31, 2021    $  1,574,183 
----------------------------   ----------- 
Balance, September 30, 2022   $  2,281,115 
----------------------------   ----------- 
 

8. 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 September 30, 2022 based on a risk-free discount rate of 1% (December 31, 2021 - 1%) and an inflation rate of 1.50% (December 31, 2021 - 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 September 30, 2022, the estimated fair value of the liability is $536,379 (December 31, 2021 - $600,525). Changes in the provision during the nine months ended September 30, 2022 are as follows:

 
                                                         As at           As at 
                                                     September 30,    December 31, 
                                                         2022             2021 
 --------------------------------------------------  -------------    ------------ 
 
Decommissioning liability, beginning of period   $         600,525   $     598,275 
Accretion                                                    7,635          10,892 
Foreign exchange                                           (71,781)         (8,642) 
---------------------------------------------------  -------------    ------------ 
Decommissioning liability, end of period         $         536,379   $     600,525 
-----------------------------------------------      -------------    ------------ 
 

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, 2021 - GBP 300,000), of which GBP 300,000 was funded as of September 30, 2022 (GBP 300,000 was funded as of December 31, 2021) and reported as long-term deposit of $452,940 (December 31, 2021 - $513,960).

9. 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 and professional fees activities.

 
                                                       As at          As at 
                                                   September 30,   December 31, 
                                                       2022            2021 
 ------------------------------------------------  -------------   ------------ 
 
Accounts payable                               $       2,244,092  $   1,463,316 
Accrued liabilities                                    1,428,364      1,550,683 
-------------------------------------------------  -------------   ------------ 
Total accounts payable and other liabilities   $       3,672,456  $   3,013,999 
---------------------------------------------      -------------   ------------ 
 

The following is an aged analysis of the accounts payable and other liabilities:

 
                                                       As at          As at 
                                                   September 30,   December 31, 
                                                       2022            2021 
 ------------------------------------------------  -------------   ------------ 
 
Less than 3 months                             $       2,866,801  $   2,246,440 
3 to 12 months                                           214,894         98,415 
More than 24 months (See also Note 17)                   590,761        669,144 
-------------------------------------------------  -------------   ------------ 
Total accounts payable and other liabilities   $       3,672,456  $   3,013,999 
---------------------------------------------      -------------   ------------ 
 

10. Financing Facilities

Amounts payable on the Company's financial facilities are as follow:

 
                                                                     As at           As at 
                                                                 September 30,    December 31, 
                                                                     2022             2021 
 --------------------------------------------------------------  -------------    ------------ 
 
Ocean Partners 
Financing facilities, beginning of period                    $               -   $   2,186,272 
Repayment of financing facilities                                            -         (23,802) 
Accretion                                                                    -         126,949 
Interest                                                                     -          86,820 
Foreign exchange adjustment                                                  -         200,898 
Financing facility reallocated to due to related parties                     -      (2,577,137) 
---------------------------------------------------------------  -------------    ------------ 
                                                                             -               - 
-----------------------------------------------------------      -------------    ------------ 
G&F Phelps 
Financing facility, beginning of period                              4,247,488               - 
Financing facility reallocated from due to related parties                   -       4,578,039 
Less bonus warrants issued (i)                                               -        (670,000) 
Accretion                                                              194,517         151,290 
Interest                                                               309,588         164,197 
Foreign exchange adjustment                                           (630,826)         23,962 
---------------------------------------------------------------  -------------    ------------ 
                                                                     4,120,767       4,247,488 
 --------------------------------------------------------------  -------------    ------------ 
 
Financing facilities - non-current portion                   $       4,120,767   $   4,247,488 
-----------------------------------------------------------      -------------    ------------ 
 

(i) During the nine months ended September 30, 2021, the maturity date of the G&F Phelps loan was extended to December 31, 2023. Interest was deferred and added to the balance outstanding until March 31, 2022, after which point interest has been paid monthly. In consideration for extending the G&F loan and deferring interest, G&F Phelps received 1,700,000 warrants exercisable into one common share at an exercise price of $0.33, with said warrants expiring on December 31, 2023.

The fair value of the 1,700,000 warrants was estimated at $670,000 using the following Black-Scholes option pricing model with the following assumptions: expected dividend yield - 0%, expected volatility - 123.98% to 144.48%, risk-free interest rate - 0.32% and an expected average life of 2.63 years.

   11.   Leases 
 
 
Balance, December 31, 2020    $          - 
Addition (i)                       680,520 
Interest expense                    36,706 
Lease payments                    (297,450) 
Foreign exchange                    (3,736) 
--------------------------------  -------- 
Balance, December 31, 2021         416,040 
Addition (ii)                      270,740 
Interest expense                    18,422 
Lease payments                    (668,534) 
Foreign exchange                   (36,668) 
--------------------------------  -------- 
Balance, September 30, 2022   $          - 
----------------------------      -------- 
 

(i) During the year ended 2021, the Company entered into lease agreements in respect to rent of equipments which expired between February 2022 to July 2022.

(ii) During the nine months ended September 30, 2022, the Company entered into lease agreements in respect to rent of equipments, all of which expired in July 2022 with the exception of a Scissors lift which will continue for a further 12 months.

   12.   Share Capital and Reserves 

a) Authorized share capital

At September 30, 2022, 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 September 30, 2022, the issued share capital amounted to $68,649,647. The continuity of issued share capital for the periods presented is as follows:

 
                                                Number of 
                                                 common 
                                                 shares        Amount 
--------------------------------------------   -----------   ---------- 
 
Balance, December 31, 2020                      46,565,537  $52,933,594 
Shares issued in private placement (i)          26,663,264    7,998,980 
Warrants issued (i)                                      -   (3,258,578) 
Share issue costs (i)                               41,667     (783,920) 
Exercise of warrants                             1,413,333      893,494 
---------------------------------------------  -----------   ---------- 
Balance, September 30, 2021                     74,683,801  $57,783,570 
---------------------------------------------  -----------   ---------- 
 
 
Balance, December 31, 2021                      74,683,801  $57,783,570 
Shares issued in private placement (ii)         13,111,119    5,900,003 
Shares issued for services arrangement (ii)      2,222,222    1,000,000 
Warrants issued (ii)                                     -   (2,320,000) 
Share issue costs                                        -     (813,932) 
Exercise of warrants                            12,969,667    7,100,006 
---------------------------------------------  -----------   ---------- 
Balance, September 30, 2022                    102,986,809  $68,649,647 
---------------------------------------------  -----------   ---------- 
 

(i) On May 14, 2021, Galantas completed a private placement of 26,663,264 units at a price of $0.30 per unit for aggregate gross proceeds of $7,998,980. Each unit comprises one common share and one common share purchase warrant. Each warrant will be exercisable into one additional common share at an exercise price of $0.40 for 24 months from the closing date of the private placement. There is a four-month and one day hold period on the trading of securities issued in connection with this private placement.

The fair value of the 26,663,264 warrants was estimated at $3,258,578 using the Black-Scholes option pricing model with the following assumptions: expected dividend yield - 0%, expected volatility - 155.08%, risk-free interest rate - 0.32% and an expected average life of 2 years.

Ocean Partners acquired 1,666,667 units of the private placement, for consideration of $500,000 and the Company paid a finder's fee of 41,667 units to Ocean Partners resulting in the issuance of 1,708,334 common shares or 2.3% of the Company's issued and outstanding common shares on a non-diluted basis.

The 41,667 units paid as a finder's fee were valued at $20,417. The fair value of the 41,667 warrants was estimated at $8,783 using the Black-Scholes option pricing model with the following assumptions: expected dividend yield - 0%, expected volatility - 155.08%, risk-free interest rate - 0.32% and an expected average life of 2 years.

Roland Phelps, the Company's retired President and Chief Executive Officer, acquired 166,667 units for consideration of $50,000, increasing his holding to 5,100,484 common shares or 6.9% of the Company's issued and outstanding common shares on a non-diluted basis.

In respect of an under-writing by Ocean Partners, the Company paid a commitment fee of $112,500 in cash.

(ii) On August 30, 2022, Galantas completed a private placement of 13,111,119 units at a price of $0.45 per unit for aggregate gross proceeds of $5,900,003.

In addition, 2,222,222 units were sold to a third-party service provider on the same term as the offering. The gross proceeds being $1,000,000 was offset against certain fees to be paid to the third-party service provider by the Company pursuant to a service agreement between the third-party service provider and the Company dated August 30, 2022, for the underground development at the Omagh Gold Project.

Each unit comprises one common share and one-half common share purchase warrant. Each warrant will be exercisable into one additional common share at an exercise price of $0.55 until February 28, 2025.

The fair value of the 7,666,669 warrants was estimated at $2,320,000 using the Black-Scholes option pricing model with the following assumptions: expected dividend yield - 0%, expected volatility - 128.35%, risk-free interest rate - 3.64% and an expected average life of 2.5 years.

The Company paid the agents a cash commission equal to $355,320 and issue 820,000 non-transferable broker warrants of the Company. Each broker warrant is exercisable to acquire one common share at an exercise price of $0.45 until August 30, 2024. The fair value of the 820,000 warrants was estimated at $212,000 using the Black-Scholes option pricing model with the following assumptions: expected dividend yield - 0%, expected volatility - 109.13%, risk-free interest rate - 3.63% and an expected average life of 2 years.

The securities issued under the offering are subject to a four-month hold period under applicable Canadian securities laws which will expire on December 31, 2022.

Melquart Limited ("Melquart") acquired 2,666,667 units for consideration of $1,200,000. Following the offering, Melquart holds 28,140,195 common shares, representing approximately 27.36% of the issued and outstanding common shares on a non-diluted basis. Ocean Partners acquired 461,112 units of the private placement, for consideration of $207,500. Mario Stifano, a director of the Company, acquired 55,556 units for consideration of $25,000.

   c)   Warrant reserve 

The following table shows the continuity of warrants for the periods presented:

 
                                                          Weighted 
                                                          average 
                                            Number of     exercise 
                                            warrants       price 
----------------------------------------   -----------    -------- 
 
Balance, December 31, 2020                   1,700,000   $    0.33 
Issued (notes 10(i) and 12(b)(i))           28,404,931        0.40 
Expired                                     (1,413,333)       0.35 
-----------------------------------------  -----------    -------- 
Balance, September 30, 2021                 28,691,598   $    0.39 
-----------------------------------------  -----------    -------- 
 
 
Balance, December 31, 2021                  28,691,598   $    0.39 
Issued (notes 12(b)(ii) and 15(a)(iii))      8,861,669        0.54 
Exercised                                  (12,969,667)       0.36 
-----------------------------------------  -----------    -------- 
Balance, September 30, 2022                 24,583,600   $    0.45 
-----------------------------------------  -----------    -------- 
 

The following table reflects the actual warrants issued and outstanding as of September 30, 2022:

 
                                                   Grant date  Exercise 
                                        Number     fair value   price 
Expiry date                           of warrants     ($)        ($) 
-----------------------------------   -----------  ----------  -------- 
 
February 3, 2023                          250,000      51,000      0.50 
May 14, 2023 (notes 15(a)(iii)(1))     14,941,931   1,829,779      0.40 
July 25, 2023                             125,000      23,000      0.48 
December 31, 2023                         780,000     274,882      0.33 
August 30, 2024                           820,000     212,000      0.45 
February 28, 2025                       7,666,669   2,320,000      0.55 
------------------------------------  -----------  ----------  -------- 
                                       24,583,600   4,710,661      0.45 
 -----------------------------------  -----------  ----------  -------- 
 

d) Stock options

The following table shows the continuity of stock options for the periods presented:

 
                                            Weighted 
                                            average 
                               Number of    exercise 
                                options      price 
----------------------------   ---------    -------- 
 
Balance, December 31, 2020       570,000   $    1.16 
Granted (i)(ii)(iii)           4,360,000        0.85 
-----------------------------  ---------    -------- 
Balance, September 30, 2021    4,930,000   $    0.88 
-----------------------------  ---------    -------- 
 
 
Balance, December 31, 2021     4,885,000   $    0.88 
Granted (iv)                   1,742,500        0.60 
Expired                         (255,000)       1.35 
Cancelled                       (220,000)       0.94 
-----------------------------  ---------    -------- 
Balance, September 30, 2022    6,152,500   $    0.78 
-----------------------------  ---------    -------- 
 

(i) On May 19, 2021, the Company granted 3,915,000 stock options to directors, employees and consultants of the Company to purchase common shares at $0.86 per share until May 19, 2026. The options will vest as to one third immediately and one third on each of May 19, 2022 and May 19, 2023. The fair value attributed to these options was $2,907,000 and was expensed in the unaudited condensed interim consolidated statements of loss and credited to equity settled share-based payments reserve.

(ii) On June 21, 2021, the Company granted 425,000 stock options to consultants and officers of the Company to purchase common shares at $0.73 per share until June 21, 2026. The options will vest as to one third immediately and one third on each of June 21, 2022 and June 21, 2023. The fair value attributed to these options was $266,000 and was expensed in the unaudited condensed interim consolidated statements of loss and credited to equity settled share-based payments reserve.

(iii) On August 27, 2021, the Company granted 20,000 stock options to an employee of the Company to purchase common shares at $0.86 per share until August 27, 2026. The options will vest as to one third immediately and one third on each of August 27, 2022 and August 27, 2023. The fair value attributed to these options was $11,000 and was expensed in the unaudited condensed interim consolidated statements of loss and credited to equity settled share-based payments reserve.

(iv) On May 3, 2022, the Company granted 1,742,500 stock options to directors, officers, employees and consultants of the Company to purchase common shares at $0.60 per share until May 3, 2027. The options will vest as to one third immediately and one third on each of May 3, 2023 and May 3, 2024. The fair value attributed to these options was $900,000 and was expensed in the unaudited condensed interim consolidated statements of loss and credited to equity settled share-based payments reserve.

The portion of the estimated fair value of options granted in the current and prior years and vested during the three and nine months ended September 30, 2022, amounted to $236,623 and $1,232,600, respectively (three and nine months ended September 30, 2021 - $404,064 and $1,639,205, respectively).

The following table reflects the actual stock options issued and outstanding as of September 30, 2022:

 
                                Weighted average                 Number of 
                                   remaining       Number of      options     Number of 
                     Exercise     contractual       options       vested       options 
Expiry date          price ($)    life (years)    outstanding  (exercisable)  unvested 
------------------   ---------  ----------------  -----------  -------------  --------- 
April 19, 2023            1.10              0.55       25,000         25,000          - 
February 13, 2024         0.90              1.37       85,000         85,000          - 
June 27, 2024             0.90              1.74      100,000        100,000          - 
May 19, 2026              0.86              3.64    3,760,000      2,506,667  1,253,333 
June 21, 2026             0.73              3.73      425,000        283,333    141,667 
August 27, 2026           0.86              3.91       20,000         13,333      6,667 
May 3, 2023               0.60              4.59    1,737,500        579,167  1,158,333 
-------------------  ---------  ----------------  -----------  -------------  --------- 
                          0.78              3.84    6,152,500      3,592,500  2,560,000 
 ------------------  ---------  ----------------  -----------  -------------  --------- 
 

13. Net Loss per Common Share

The calculation of basic and diluted loss per share for the three and nine months ended September 30, 2022 was based on the loss attributable to common shareholders of $1,555,824 and $4,551,804, respectively (three and nine months ended September 30, 2021 - $1,173,276 and $4,701,807, respectively) and the weighted average number of common shares outstanding of 92,115,467 and 84,788,729, respectively (three and nine months ended September 30, 2021 - 74,488,086 and 60,565,996, respectively) for basic and diluted loss per share. Diluted loss did not include the effect of 24,583,600 warrants (three and nine months ended September 30, 2021 - 28,691,598) and 6,152,500 options (three and nine months ended September 30, 2021 - 4,930,000) for the three and nine months ended September 30, 2022, as they are anti-dilutive.

14. Revenues

Shipments of concentrate under the off-take arrangements commenced during the second quarter of 2019. Concentrate sales provisional revenues during the three and nine months ended September 30, 2022 totalled approximately US$183,000 and US$402,000, respectively (three and nine months ended September 30, 2021 - US$329,000 and US$1,114,000, respectively). However, until the mine reaches the commencement of commercial production, the net proceeds from concentrate sales will be offset against Development assets.

15. Related Party Disclosures

Related parties pursuant to IFRS 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 exchange amount 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:

 
                                              Three Months Ended      Nine Months Ended 
                                                September 30,           September 30, 
                                                2022       2021       2022         2021 
  -----------------------------------------  ----------   -------   --------      ------- 
 Interest on related party loans   (i)   $      214,159  $ 40,861  $ 376,908  $   159,397 
---------------------------------  ----      ----------   -------   --------      ------- 
 

(i) Refer to note 10(i).

(ii) Refer to note 12(b)(i)(ii).

(iii) On February 3, 2022, the Company announced the closing of the loan agreement for US$1.06 million with Ocean Partners. Ocean Partners and the Company have a common director. Terms of the loan agreement are:

   --      The loan matured on July 31, 2022. 

-- The loan will bear interest at an annual rate of 10% compounded monthly payable upon repayment of the loan.

   --      US$20,000 structuring fee has been paid to Ocean Partners. 

-- US$40,000 consulting fee will be paid to Ocean Partners, to be invoiced separately by Ocean Partners.

-- 250,000 warrants have been granted to Ocean Partners, which will be exercisable for a period of 12 months at an exercise price of $0.50. The bonus warrants are subject to a hold period under applicable securities laws and the rules of the TSXV, expiring on June 4, 2022. The fair value of the 250,000 warrants was valued at $51,000 using the following Black-Scholes option pricing model with the following assumptions: expected dividend yield - 0%, expected volatility - 107%, risk-free interest rate - 1.22% and an expected average life of 1 year.

-- US$40,000 extension fee was paid to Ocean Partners if the Company elects to extend the loan for a further six months from the maturity date. The Company exercised its option to extend the US$1.06 million loan for a further six months, to January 31, 2023 by paying the US$40,000 extension fee to Ocean Partners.

Proceeds from the loan will be used for further development of the Omagh mine in Northern Ireland and working capital.

(a) The Company entered into the following transactions with related parties (continued):

(iii) (continued) On August 3, 2022, the Company announced the closing of the loan agreement for US$530,000 with Ocean Partners. Terms of the loan agreement are:

-- The loan matures on January 31, 2023.

-- The loan will bear interest at an annual rate of 12% compounded monthly and repayable in full on the maturity date.

-- US$10,000 commitment fee has been paid to Ocean Partners.

-- 125,000 bonus warrants have been granted to Ocean Partners, which will be exercisable for a period of 12 months at an exercise price of $0.48. The bonus warrants are subject to a hold period under applicable securities laws and the rules of the TSXV, expiring on July 25, 2023. The fair value of the 125,000 warrants was valued at $23,000 using the following Black-Scholes option pricing model with the following assumptions: expected dividend yield - 0%, expected volatility - 95.09%, risk-free interest rate - 3.12% and an expected average life of 1 year.

-- US$20,000 extension fee will be paid to Ocean Partners if the Company elects to extend the loan for a further six months from the maturity date.

As at September 30, 2022, financial liabilities due to the lender and recorded as due to related parties on the unaudited condensed interim consolidated statement of financial position is $4,984,795 (December 31, 2021 - $2,444,376).

 
                                                               September 30,    December 31, 
                                                                   2022             2021 
 ------------------------------------------------------------  -------------    ------------ 
Balance, beginning of period                               $       2,444,376   $           - 
Financing facility reallocated to due to related parties                   -       2,577,137 
Loan received                                                      2,044,133               - 
Less bonus warrants (1)                                              (74,000)       (251,000) 
Repayment                                                           (245,785)              - 
Accretion                                                            149,813          57,338 
Interest                                                             376,908          27,506 
Foreign exchange adjustment                                          289,350          33,395 
-------------------------------------------------------------  -------------    ------------ 
Balance, end of period                                             4,984,795       2,444,376 
Less current balance                                              (2,289,594)              - 
-------------------------------------------------------------  -------------    ------------ 
Due to related parties - non-current balance               $       2,695,201   $   2,444,376 
---------------------------------------------------------      -------------    ------------ 
 

(1) During the year ended December 31, 2021, the 1,700,000 bonus warrants issued have been extended. The Company recorded the incremental difference of $251,000 as financing costs based on the fair value of these warrants immediately prior to and after the modification. The fair value of the 1,700,000 bonus warrants was valued immediately prior to the subsequent extension using the following Black-Scholes option pricing model with the following assumptions: expected dividend yield - 0%, expected volatility - 123.98% to 144.48%, risk-free interest rate - 0.32% and an expected average life of 0.63 to 2.63 years.

(b) Remuneration of officer and directors of the Company was as follows:

 
                                 Three Months Ended      Nine Months Ended 
                                   September 30,           September 30, 
                                  2022        2021       2022        2021 
 -----------------------------  ---------   --------   ---------   --------- 
Salaries and benefits (1)   $     193,705  $  93,305  $  446,839  $  261,291 
Stock-based compensation          148,268    267,570     781,955   1,098,008 
------------------------------  ---------   --------   ---------   --------- 
 $                                341,973  $ 360,875  $1,228,794  $1,359,299 
 -----------------------------  ---------   --------   ---------   --------- 
 

(1) Salaries and benefits include director fees. As at September 30, 2022, due to directors for fees amounted to $35,000 (December 31, 2021 - $102,917) and due to officers, mainly for salaries and benefits accrued amounted to $163,164 (December 31, 2021 - $21,400), and is included with due to related parties.

(c) As at September 30, 2022, Ross Beaty owns 3,744,747 common shares of the Company or approximately 3.6% of the outstanding common shares. Premier Miton owns 4,848,243 common shares of the Company or approximately 4.7%. Melquart owns, directly and indirectly, 24,140,195 common shares of the Company or approximately 27.3% of the outstanding common shares of the Company. G&F Phelps owns 5,353,818 common shares of the Company or approximately 5.2%. Eric Sprott owns 10,166,667 common shares of the Company or approximately 9.9%. Mike Gentile owns 6,217,222 common shares of the Company or approximately 6.0%. The remaining 43.3% 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.

16. 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:

 
September 30, 2022    United Kingdom    Canada       Total 
-------------------   --------------   ---------   ---------- 
 
Current assets       $       841,557  $4,603,792  $ 5,445,349 
Non-current assets   $    32,243,020  $  148,566  $32,391,586 
Revenues             $             -  $        -  $         - 
-------------------   --------------   ---------   ---------- 
 
December 31, 2021     United Kingdom    Canada       Total 
-------------------   --------------   ---------   ---------- 
 
Current assets       $     1,379,742  $1,078,732  $ 2,458,474 
Non-current assets   $    27,714,667  $   62,312  $27,776,979 
Revenues             $             -  $        -  $         - 
-------------------   --------------   ---------   ---------- 
 

17. Contingency

During the year ended December 31, 2010, the Company's subsidiary Omagh received a payment demand from Her Majesty's Revenue and Customs ("HMRC") in the amount of $459,417 (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. Omagh believed this claim to be without merit. An appeal was lodged with the Tax Tribunals Service and the hearing started at the beginning of March 2017 and following a number of adjournments was completed in August 2018. During the year ended December 31, 2019, the Tax Tribunals Service issued their judgement dismissing the appeal by Omagh in respect of the assessments. A provision has now been included in the unaudited condensed interim consolidated financial statements in respect of the aggregates levy plus interest and penalty.

There is a contingent liability in respect of potential additional interest which may be applied in respect of the aggregates levy dispute. Omagh is unable to make a reliable estimate of the amount of the potential additional interest that may be applied by HMRC.

18. Event After the Reporting Period

On November 18, 2022, the Company was fined GBP 120,000 relating to a legacy event that happened in July 2018 under previous management. The company has six months to pay this fine. New systems and procedures have since been put in place to avoid a reoccurrence and have been reviewed by both the HSE and Mines Inspector.

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