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| 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 | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 12.50 | 11.50 | 13.50 | 12.50 | 12.50 | 12.50 | 7,470 | 08:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| Gold Ores | 0 | -16.63M | -0.1448 | -1.38 | 22.97M |
From Apr 2019 to Apr 2024
TIDMGAL
RNS Number : 5379L
Galantas Gold Corporation
20 April 2018
GALANTAS GOLD CORPORATION
TSXV & AIM : Symbol GAL
GALANTAS REPORTS RESULTS FOR THE YEARED DECEMBER 31, 2017 AND AWARDS INCENTIVE STOCK OPTIONS TO EMPLOYEES AND A CONSULTANT
April 20, 2018: Galantas Gold Corporation (the 'Company') is pleased to announce its audited annual financial results for the year ended December 31, 2017.
Financial Highlights
Highlights of the 2017 audited annual results, which are expressed in Canadian Dollars, are summarized below:
Hot Features
Premium
Year Ended December 31
------------------------------------------------------------------- -------------------------------------------------
All in CDN$ 2017 2016
------------------------------------------------------------------- -------------------- ---------------------------
Revenue $ 35,308 $ 74,068
------------------------------------------------------------------- -------------------- ---------------------------
Cost of Sales $ (225,451) $ (345,057)
------------------------------------------------------------------- -------------------- ---------------------------
Loss before the items below $ (190,143) $ (270,989)
------------------------------------------------------------------- -------------------- ---------------------------
Amortization $ (203,431) $ (168,736)
------------------------------------------------------------------- -------------------- ---------------------------
General administrative expenses $ (1,714,264) $ (1,199,023)
------------------------------------------------------------------- -------------------- ---------------------------
Gain on disposal of property, plant and equipment $ 0 $ 5,479
------------------------------------------------------------------- -------------------- ---------------------------
Unrealized gain on fair value of derivative financial liability $ 14,000 $ 108,000
------------------------------------------------------------------- -------------------- ---------------------------
Foreign exchange gain / (loss) $ 15,699 $ (88,029)
------------------------------------------------------------------- -------------------- ---------------------------
Net loss for the year $ (2,078,139) $ (1,613,298)
------------------------------------------------------------------- -------------------- ---------------------------
Working Capital Deficit (3,492,608) $ (3,095,124)
------------------------------------------------------------------- -------------------- ---------------------------
Cash loss generated from operations before changes in non-cash
working capital $ (1,357,221) $ (1,341,273)
------------------------------------------------------------------- -------------------- ---------------------------
Cash at December 31, 2017 $ 779,758 $ 557,005
------------------------------------------------------------------- -------------------- ---------------------------
The Net Loss for the year ended December 31, 2017 amounted to $ 2,078,139 (2016: $ 1,613,298) and the cash outflow from operating activities before changes in non-cash working capital for the year ended December 31, 2017 amounted to $ 1,357,221 (2016: $ 1,341,273).
Sales revenues for the year ended December 31, 2017 consisted mainly of jewelry sales and amounted to $ 35,308 (2016: $ 74,068). Following the suspension of production during the fourth quarter of 2013 there have not been any shipments of concentrates from the mine.
Production and sales of concentrate await the mining of feed from underground.
Cost of sales, which includes production costs and inventory movement, for the year ended December 31, 2017 amounted to $ 225,451 (2016: $ 345,057). Production costs were mainly in connection with ongoing care, maintenance and restoration costs at the Omagh mine site. Costs related to underground mine development were capitalized.
The Company had a cash balance of $ 779,758 at December 31, 2017 compared to $ 557,005 at December 31, 2016. The working capital deficit at December 31, 2017 amounted to $ 3,492,608 compared to a working capital deficit of
$ 3,095,124 at December 31, 2016.
Two private placements were completed during 2017. During the first quarter of 2017 Galantas completed a part brokered private placement in two parts for aggregate gross proceeds of $ 2,446,299 (approximately UKGBP 1,482,875). The placement comprised of the issue of 33,093,258 common shares of no par value. United Kingdom placees subscribed for a total of 27,087,778 shares at a price of UKGBP 0.045 per share. Canadian placees subscribed for a total of 6,005,480 shares at a price of $ 0.0725 per share. During the fourth quarter of 2017 Galantas completed a further private placement of shares on a part-brokered basis for aggregate gross proceeds of $ 1,165,857 (approximately UKGBP 682,859). The placement comprised of the issue of 16,655,099 common shares of no par value. United Kingdom placees subscribed for a total of 9,746,343 shares at a price of UKGBP 0.041 per share. Canadian placees subscribed for a total of 6,908,756 shares at a price of $ 0.07 per share. The net proceeds raised by both placings were for working capital purposes and to continue underground development at the Omagh gold mine.
Subsequent to December 31, 2017 Galantas announced that its operating subsidiary, Flintridge Resources Ltd. had signed a concentrate pre-payment agreement and a loan facility agreement for US$ 1.6 million (CDN$ 2.012 million) with Ocean Partners UK Ltd. a United Kingdom based company, together with an increased, on-demand loan facility of GBP600,000 with G&F Phelps Ltd.. The loans are to be used for further development of the Omagh Mine and working capital. As consideration for the US$ 1.6 million loan facility Ocean Partners will receive 15,000,000 bonus warrants of Galantas which will be exercisable into one common share of Galantas at an exercise price of $ 0.1575 per bonus share. The bonus warrants will have a maximum life of two years and the bonus shares will be subject to an initial four month plus one day hold period from the date of issuance of the bonus warrants. No bonus warrants are to be issued in respect of the G&F Phelps loan facility. The bonus warrants are subject to TSXV and regulatory approval. (See press release dated April 12, 2018).
Permitting
In 2015 the Company reported that the Minister of Environment, Northern Ireland had granted planning consent for an underground gold mine at the Omagh site which permits the continuation and expansion of gold mining at the Omagh mine. During the first quarter of 2016 Galantas reported that a third party had obtained leave from Belfast High Court to bring a judicial review challenging the actions of the DOENI in granting planning permission for underground mining beneath the existing open pit. The judicial review hearing commenced in September 2016 when it was adjourned to February 2017 and then concluded. In September 2017 Galantas reported a positive outcome to the judicial review into the planning consent for underground development at the Omagh mine with the third party's request for the quashing of the consent being denied. However, Galantas reported in November 2017 that it had received notice of an application, by a third party, to the Court of Appeal, in relation to the positive judicial review judgment regarding the grant of planning permission which was subsequently heard in February 2018. The Court will deliver its judgement at a later date, currently unknown.
Production/Mine Development
The underground mine, which is now in active development, will utilize the same processing methods as the open pit mine and will be the first underground gold mine, of any scale, in Ireland. The strategy is to expand the continuing development of the underground mine and look for further expansion of gold resources on the property, which has many undrilled targets.
The phased development arrangement, in terms of mine access dimensions, is expected to allow for rapid expansion of production as additional capital becomes available. The mill has now been re-commissioned in anticipation of a restarting of concentrate shipments, subject to suitable financing. A budget of GBP 2,000,000 (excluding lease finance) for the first phase of underground mining has been estimated. During the first quarter of 2017 and following the closure of a part-brokered private placement for aggregate gross proceeds of $ 2,446,299 (approximately UKGBP 1,482,875) the Company announced that underground development had commenced on the Omagh gold property.
Underground development continued to progress during the remainder of 2017 with underground development totaling over 150 metres at year end. Galantas has a detailed plan to accelerate progress in line with the planning consent. The stringer vein intersected in the third quarter (see press release dated August 1, 2017) has been accessed from the main decline tunnel. Mineralisation is approximately 0.5m wide and will be split-fired (a process where the vein is blasted separately to the surrounding country rock to minimise dilution). A narrow width loader has been acquired to operate short term on the splinter vein. This is expected to cover the delivery period for new specialist vein mining equipment. After sampling, a small stockpile of suitable material has been made underground which will be milled when there is sufficient to operate batch processing in the flotation plant. Tunnel development continues to progress towards accessing the principal target, which are the main Kearney veins.
The underground development is being carried out by an in-house crew which is fully trained in safety and operating procedures. An in-house, mines rescue team has also been trained and equipped. The present drilling and loading equipment, which was purchased for training and early tunnel development purposes, is performing above expectations but has lower productivity than is expected with current technology. New drilling equipment is being acquired on a rental basis with options to purchase, and is expected to improve advance rates by over 40%. The supplier of the equipment has advised of delays in production of the new equipment but has recently commissioned a substitute, used tunnelling drill rig on loan. Whilst the interim unit is not expected to be as efficient compared to that anticipated for the new rig, this has led to a significant improvement in advance rate, the amount of which is too early to fully assess. Infrastructure improvements have been made to support the rig and these are working well. Shotcreting equipment has also been acquired on a rental purchase basis. This has cut shotcreting costs and allowed integration of shotcreting with the mining cycle. The rental purchase arrangements cover equipment to the value of approximately one million pounds sterling (GBP1,000,000). Included in the rental arrangements are various time-dependent options to purchase, for instance if the purchase option is exercised within one year with a rebate of 92% of rental amounts paid expected to be applied against the final purchase price. Additional personnel have been added to the workforce, which now totals 27 on the Omagh site. Safety and environmental matters remains a high priority for Galantas. The Company is pleased to continue to report zero lost time accidents since the start of underground operations and routine water monitoring continues to be compliant.
Roland Phelps, President and CEO of Galantas Gold Corporation, commented, "I look forward to seeing the improved advanced rate expected with the interim tunnelling rig. At anticipated advance rates, we expect to reach the Kearney vein system, after approximately 160 metres of further development, in around 10 weeks."
Exploration
Two 155 m deep water monitoring holes were drilled at the beginning of 2017; these were located according to planning specifications, not with the aim of mineral recovery. However, the PQ drill core provided insight to key lithological changes with depth, north and south of the site. This information was incorporated into the site mapping project instigated last summer.
Key structural measurements are recorded by geologists as the underground development advances. This data is used to assist tunnel support design considerations. Towards the end of 2017 mapping of the decline, now progressing northward, indicates improved rock mass ratings due to the presence of thick competent units with tighter joints and fewer faults.
Regional exploration data for PL 3162, in the Republic Of Ireland, was reviewed towards the end of the second quarter and two high priority target areas were selected. In target one, stream sediment samples that OML geologists had collected as part of the Tellus funded project (2013) showed elevated Au, Ag, Sb, Pb and Cu downstream of a major NE trending fault, separating Carboniferous and Slishwood Division lithologies. The contacts were examined for surface exposures and boulders during the third quarter. Sulphide rich serpentinite float rocks with fuchsite and talc were identified and sampled along with boulders of quartz breccia, along the margin of Ox Mountain fault. Stream sediments and heavy mineral concentrates were also collected from first order streams draining the northern side of Benbo mountain. Target area two is associated with a wealth of historic exploration data and references to small scale base metal mining within the Ballyshannon Limestone. Several hundred metres of drill core, a remnant of exploration in the 1990's, had been stored by a local farmer. Sections of core previously analysed for base metals, and found to contain appreciable concentrations of Zn (up to 3.2%), were sub-sampled. The site of an old mine shaft was also investigated and large dolomitic rocks rich in galena and pyrite were collected around the margins.
All prospecting samples were sent to ALS laboratories for geochemical analysis at the end of 2017, results were summarised in a press release on 18(th) January. The float rocks identified in Target one returned multi-element anomalies including Cu (up to 5.66 %). In Target two, as expected, high levels of Pb, Zn and moderate Ag were found in float rock and historic drill core in the vicinity of Twigspark. A shallow drill intersect (7-7.8 m) contained 1.57 % Zn, 70.8 g/t Pb and 511 g/t Cu; the deeper intersect (42.9-43.9 m) indicates higher Zn (12.85 %) and Pb (5720 g/t) with less Cu (250 g/t). No trace of Au is reported for any of the pyrite/galena rich samples in this batch; however, a float rock containing 0.96 g/t Au was found in the Pollboy area, upstream of the anomalous samples previously collected as part of the Tellus Border project, referred to above. Exploration along strike of the Pollboy and Twigspark areas, into neighbouring licence 1469, will continue during the first quarter of 2018.
The Exploration and Mining Division (EMD) confirmed renewal of Republic Of Ireland licences: 4034, 3134 and 3234, at the end of the year. Plans for further exploration in licences: 2315, 3039, 3040 and 3235 have been drafted. Fieldwork commenced in early January 2018.
Stock Options
Effective 19(th) April 2018, Employee Stock Options (the Options) were granted on a total of one million shares in the Company to 3 employees and one consultant. The Options are exercisable at a price of CDN$0.11until 19(th) April 2023 and are issued under the approved Company Stock Option Plan. The Options vest in three annual tranches commencing 19(th) April 2018 for the first tranche. The 3 employees and consultant are actively engaged in operations at the mine and the options form part of an incentive remuneration package.
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/5379L_-2018-4-19.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 and AIM rules. 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: info@galantas.com
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
GALANTAS GOLD CORPORATION
Consolidated Financial Statements
(Expressed in Canadian Dollars)
Years Ended December 31, 2017 and 2016
Galantas Gold Corporation Consolidated Statements of Financial Position (Expressed in Canadian Dollars) As at December 31, 2017 2016 ----------------------------------------------------- ----------- ----------- ASSETS Current assets Cash $ 779,758 $ 557,005 Accounts receivable and prepaid expenses (note 8) 316,410 106,732 Inventories (note 9) 15,095 23,852 ----------------------------------------------------- ----------- ----------- Total current assets 1,111,263 687,589 Non-current assets Property, plant and equipment (note 10) 8,166,752 7,449,991 Long-term deposit (note 12) 508,830 496,920 Exploration and evaluation assets (note 11) 3,948,452 2,294,254 ----------------------------------------------------- ----------- ----------- Total non-current assets 12,624,034 10,241,165 ----------------------------------------------------- ----------- ----------- Total assets $ 13,735,297 $ 10,928,754 ----------------------------------------------------- ----------- ----------- EQUITY AND LIABILITIES Current liabilities Accounts payable and other liabilities (note 13) $ 1,216,332 $ 893,570 Current portion of financing facility (note 14) 6,182 4,956 Due to related parties (note 19) 3,381,357 2,884,187 ----------------------------------------------------- ----------- ----------- Total current liabilities 4,603,871 3,782,713 Non-current liabilities Non-current portion of financing facility (note 14) 19,689 25,265 Decommissioning liability (note 12) 551,680 528,305 Derivative financial liability (note 15(c)) 10,000 24,000 ----------------------------------------------------- ----------- ----------- Total non-current liabilities 581,369 577,570 ----------------------------------------------------- ----------- ----------- Total liabilities 5,185,240 4,360,283 ----------------------------------------------------- ----------- ----------- Capital and reserves Share capital (note 15(a)(b)) 39,759,172 36,331,577 Reserves 7,658,187 7,026,057 Deficit (38,867,302) (36,789,163) ----------------------------------------------------- ----------- ----------- Total equity 8,550,057 6,568,471 ----------------------------------------------------- ----------- ----------- Total equity and liabilities $ 13,735,297 $ 10,928,754 ----------------------------------------------------- ----------- -----------
The notes to the consolidated financial statements are an integral part of these statements.
Going concern (note 1)
Contingency (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,
2017 2016
------------------------------------------------------------------------------ ----------- -----------
Revenues
Gold sales $ 35,308 $ 74,068
Cost and expenses of operations
Cost of sales (note 17) 225,451 345,057
Depreciation (note 10) 203,431 168,736
------------------------------------------------------------------------------ ----------- -----------
428,882 513,793
------------------------------------------------------------------------------ ----------- -----------
Loss before general administrative and other (incomes) expenses (393,574) (439,725)
------------------------------------------------------------------------------ ----------- -----------
General administrative expenses
Management and administration wages (note 19) 611,107 645,071
Other operating expenses 204,294 86,315
Accounting and corporate 64,875 66,434
Legal and audit 80,647 80,850
Stock-based compensation (note 15(d)(i)) 463,869 -
Shareholder communication and investor relations 172,930 192,486
Transfer agent 9,159 12,324
Director fees (note 19) 26,500 26,500
General office 7,797 7,756
Accretion expenses (note 12) 10,560 11,345
Loan interest and bank charges (note 19) 62,526 69,942
------------------------------------------------------------------------------ ----------- -----------
1,714,264 1,199,023
Other (incomes) expenses
Gain on disposal of property, plant and equipment - (5,479)
Unrealized gain on fair value of derivative financial liability (note 15(c)) (14,000) (108,000)
Foreign exchange (gain) loss (15,699) 88,029
------------------------------------------------------------------------------ ----------- -----------
(29,699) (25,450)
------------------------------------------------------------------------------ ----------- -----------
Net loss for the year $ (2,078,139) $ (1,613,298)
------------------------------------------------------------------------------ ----------- -----------
Basic and diluted net loss per share (note 16) $ (0.01) $ (0.01)
------------------------------------------------------------------------------ ----------- -----------
Weighted average number of common shares outstanding
- basic and diluted 164,077,122 124,385,093
------------------------------------------------------------------------------ ----------- -----------
The notes to the consolidated financial statements are an integral part of these statements.
Galantas Gold Corporation
Consolidated Statements of Other Comprehensive Income (Loss)
(Expressed in Canadian Dollars)
Year Ended
December 31,
2017 2016
--------------------------------------------------------------- ----------- -----------
Net loss for the year $ (2,078,139) $ (1,613,298)
Other comprehensive income (loss)
Items that will be reclassified subsequently to profit or loss
Foreign currency translation differences 168,261 (1,452,889)
--------------------------------------------------------------- ----------- -----------
Total comprehensive loss $ (1,909,878) $ (3,066,187)
--------------------------------------------------------------- ----------- -----------
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,
2017 2016
------------------------------------------------------------------------------ ----------- -----------
Operating activities
Net loss for the year $ (2,078,139) $ (1,613,298)
Adjustment for:
Depreciation (note 10) 203,431 168,736
Stock-based compensation (note 15(d)(i)) 463,869 -
Interest expense 42,495 63,539
Foreign exchange loss 14,563 141,884
Gain on disposal of property, plant and equipment - (5,479)
Accretion expenses (note 12) 10,560 11,345
Unrealized gain on fair value of derivative financial liability (note 15(c)) (14,000) (108,000)
Non-cash working capital items:
Accounts receivable and prepaid expenses (202,797) 120,050
Inventories 9,110 14,489
Accounts payable and other liabilities 295,966 (242,078)
Due to related parties 393,353 314,793
------------------------------------------------------------------------------ ----------- -----------
Net cash used in operating activities (861,589) (1,134,019)
------------------------------------------------------------------------------ ----------- -----------
Investing activities
Purchase of property, plant and equipment (744,557) (824,477)
Proceeds from sale of property, plant and equipment - 39,554
Exploration and evaluation assets (1,600,652) (367,893)
------------------------------------------------------------------------------ ----------- -----------
Net cash used in investing activities (2,345,209) (1,152,816)
------------------------------------------------------------------------------ ----------- -----------
Financing activities
Proceeds of private placement 3,612,156 1,466,312
Share issue costs (184,561) (30,777)
Repayment of financing facility (4,350) (4,007)
------------------------------------------------------------------------------ ----------- -----------
Net cash provided by financing activities 3,423,245 1,431,528
------------------------------------------------------------------------------ ----------- -----------
Net change in cash 216,447 (855,307)
Effect of exchange rate changes on cash held in foreign currencies 6,306 (106,020)
Cash, beginning of year 557,005 1,518,332
------------------------------------------------------------------------------ ----------- -----------
Cash, end of year $ 779,758 $ 557,005
------------------------------------------------------------------------------ ----------- -----------
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 Foreign
settled
share-based currency
Share payments Warrant translation
capital reserve reserve reserve Deficit Total
----------------------- ----------- ----------- -------- ----------- ----------- ----------
Balance, December 31,
2015 $ 33,960,190 $ 5,809,109 $ 766,000 $ 1,903,837 $(35,175,865) $ 7,263,271
Shares issued in
private placement
(note 15(b)(i)) 1,466,312 - - - - 1,466,312
Share issue costs (30,777) - - - - (30,777)
Common shares issued
for debt (note
15(b)(ii)) 935,852 - - - - 935,852
Expiry of warrants - 766,000 (766,000) - - -
Net loss and other
comprehensive loss
for the year - - - (1,452,889) (1,613,298) (3,066,187)
----------------------- ----------- ----------- -------- ----------- ----------- ----------
Balance, December 31,
2016 36,331,577 6,575,109 - 450,948 (36,789,163) 6,568,471
Shares issued in
private placements
(note 15(b)(iii)(iv)) 3,612,156 - - - - 3,612,156
Share issue costs (184,561) - - - - (184,561)
Stock-based
compensation (note
15(d)(i)) - 463,869 - - - 463,869
Net loss and other
comprehensive income
for the year - - - 168,261 (2,078,139) (1,909,878)
----------------------- ----------- ----------- -------- ----------- ----------- ----------
Balance, December 31,
2017 $ 39,759,172 $ 7,038,978 $ - $ 619,209 $(38,867,302) $ 8,550,057
----------------------- ----------- ----------- -------- ----------- ----------- ----------
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, 2017 and 2016 (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.
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, 2017, the Company had a deficit of $38,867,302 (December 31, 2016 - $36,789,163). 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. Refer to note 15(b)(iii)(iv) for private placements completed during the year ended December 31, 2017.
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 The Canadian Venture Building, 82 Richmond Street East, Toronto, Ontario, Canada, M5C 1P1.
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 IFRS Interpretations Committee ("IFRIC"). The Board of Directors approved the consolidated financial statements on April 18, 2018.
(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
--------------------------------------- ---------------- ------------------
(c) Basis of consolidation (continued)
(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,
2017 2016
-------------------------- ------ ------
Closing rate (GBP to CAD) 1.6961 1.6564
Average for the year 1.6720 1.7962
--------------------------- ------ ------
(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.
(e) Use of estimates and judgments (continued)
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. 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.
(e) Use of estimates and judgments (continued)
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 (loss). 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
-------------------------------------- ---------------------------------
(b) Financial instruments (continued)
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.
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.
(b) Financial instruments (continued)
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 - aluation 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 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.
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.
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. The Company early adopted IFRS 15 with a date of initial application of January 1, 2017, resulting in no impact on its consolidated financial statements.
(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.
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 option 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. Management does not anticipate the impact to be significant.
(ii) 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 January 1, 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. Management does not anticipate the impact to be significant.
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, 2017 totaled $8,550,057 (December 31, 2016 - $6,568,471). 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, 2017. 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 two customers and the accounts receivable consist mainly of a trade account receivable from two customers, 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, 2017, the Company had working capital deficit of $3,492,608 (December 31, 2016 - $3,095,124). 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. 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. Refer to note 23.
(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, 2017, if interest rates had decreased/increased by 1% with all other variables held constant, the net loss for the year ended December 31, 2017, would have been approximately $26,000 lower/higher respectively, as a result of lower/higher interest rates from certain related party loans. Similarly, as at December 31, 2017, shareholders' equity would have been approximately $26,000 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, 2017, had the GBP weakened/strengthened by 5% against the CAD with all other variables held constant, the Company's consolidated other comprehensive loss for the year ended December 31, 2017 would have been approximately $178,000 higher/lower as a result of foreign exchange losses/gains on translation of non-CAD denominated financial instruments. Similarly, as at December 31, 2017, shareholders' equity would have been approximately $178,000 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, 2017.
7. Categories of Financial Instruments As at December 31, 2017 2016 ---------------------------------------- --------- --------- Financial assets: FVTPL Cash $ 779,758 $ 557,005 Loans and receivables Accounts receivable 281,743 91,222 Long-term deposit 508,830 496,920 ---------------------------------------- --------- --------- Financial liabilities: FVTPL Derivative financing liability 10,000 24,000 Other financial liabilities Accounts payable and other liabilities 1,216,332 893,570 Financing facility 25,871 30,221 Due to related parties 3,381,357 2,884,187 ---------------------------------------- --------- ---------
As of December 31, 2017 and 2016, the fair value of all the Company's financial instruments approximates the carrying value.
8. Accounts Receivable and Prepaid Expenses
As at December 31, 2017 2016
----------------------------------------------- -------- --------
Sales tax receivable - Canada $ 3,600 $ 1,480
Valued added tax receivable - Northern Ireland 274,963 76,536
Accounts receivable 3,180 13,206
Prepaid expenses 34,667 15,510
----------------------------------------------- -------- --------
$ 316,410 $ 106,732
----------------------------------------------- -------- --------
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, 2017 2016
-------------------------- -------- -------
Less than 3 months $ 279,302 $ 88,838
More than 12 months 2,441 2,384
-------------------------- -------- -------
Total accounts receivable $ 281,743 $ 91,222
-------------------------- -------- -------
9. Inventories
As at December 31, 2017 2016
------------------------ ------- -------
Concentrate inventories $ 11,025 $ 10,767
Finished goods 4,070 13,085
------------------------ ------- -------
$ 15,095 $ 23,852
------------------------ ------- -------
Refer to note 17 for inventory movement.
10. Property, Plant and Equipment
Freehold Plant Mine
land and and Motor Office development
Cost buildings machinery vehicles equipment costs Total
------------- ---------- ---------- -------- --------- ----------- -----------
Balance,
December 31,
2015 $ 2,755,995 $ 5,833,381 $ 136,644 $ 125,679 $ 17,730,606 $ 26,582,305
Additions 46,407 111,298 32,762 - 634,010 824,477
Disposals - - (34,075) - - (34,075)
Foreign
exchange
adjustment (519,002) (1,093,260) (25,733) (23,668) (3,580,988) (5,242,651)
------------- ---------- ---------- -------- --------- ----------- -----------
Balance,
December 31,
2016 2,283,400 4,851,419 109,598 102,011 14,783,628 22,130,056
Additions 2,092 510,561 29,139 - 202,765 744,557
Foreign
exchange
adjustment 54,729 115,606 2,627 2,445 354,329 529,736
------------- ---------- ---------- -------- --------- ----------- -----------
Balance,
December 31,
2017 $ 2,340,221 $ 5,477,586 $ 141,364 $ 104,456 $ 15,340,722 $ 23,404,349
------------- ---------- ---------- -------- --------- ----------- -----------
Freehold Plant Mine
land and and Motor Office development
Accumulated buildings machinery vehicles equipment costs Total
depreciation
------------- ---------- ---------- -------- --------- ----------- -----------
Balance,
December 31,
2015 $ 2,259,312 $ 5,033,767 $ 92,354 $ 100,394 $ 10,409,576 $ 17,895,403
Depreciation 18,046 137,341 10,195 3,154 - 168,736
Disposals - - (5,866) - - (5,866)
Foreign
exchange
adjustment (426,872) (953,435) (18,441) (19,151) (1,960,309) (3,378,208)
------------- ---------- ---------- -------- --------- ----------- -----------
Balance,
December 31,
2016 1,850,486 4,217,673 78,242 84,397 8,449,267 14,680,065
Depreciation 13,684 176,311 10,915 2,521 - 203,431
Foreign
exchange
adjustment 44,550 102,951 2,032 2,059 202,509 354,101
------------- ---------- ---------- -------- --------- ----------- -----------
Balance,
December 31,
2017 $ 1,908,720 $ 4,496,935 $ 91,189 $ 88,977 $ 8,651,776 $ 15,237,597
------------- ---------- ---------- -------- --------- ----------- -----------
Freehold Plant Mine
land and and Motor Office development
Carrying buildings machinery vehicles equipment costs Total
value
------------- ---------- ---------- -------- --------- ----------- -----------
Balance,
December 31,
2016 $ 432,914 $ 633,746 $ 31,356 $ 17,614 $ 6,334,361 $ 7,449,991
------------- ---------- ---------- -------- --------- ----------- -----------
Balance,
December 31,
2017 $ 431,501 $ 980,651 $ 50,175 $ 15,479 $ 6,688,946 $ 8,166,752
------------- ---------- ---------- -------- --------- ----------- -----------
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 (the "Consent") for an underground gold mine at the Omagh site. In February 2017, the planning permission was subject to a Judicial Review. The Consent includes operating and environmental conditions. On March 13, 2017, the Company announced that underground development had commenced on the Omagh mine. On April 24, 2017, the Company announced that the underground development has been put on hold and on May 15, 2017, the Company announced that the underground development would continue. On September 29, 2017, the Company announced that it received the judgement for the Judicial Review. The third party's request for a quashing of the Consent was denied. Underground development is underway and the Company has a detailed plan to accelerate progress, in line with the confirmed Consent. Refer to note 23(i)(ii)(iii).
Exploration
and
evaluation
Cost assets
---------------------------- -----------
Balance, December 31, 2015 $ 2,371,328
Additions 367,893
Foreign exchange adjustment (444,967)
---------------------------- -----------
Balance, December 31, 2016 2,294,254
Additions 1,600,652
Foreign exchange adjustment 53,546
---------------------------- -----------
Balance, December 31, 2017 $ 3,948,452
---------------------------- -----------
Exploration
and
evaluation
Carrying value assets
--------------------------- -----------
Balance, December 31, 2016 $ 2,294,254
--------------------------- -----------
Balance, December 31, 2017 $ 3,948,452
--------------------------- -----------
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, 2017 based on a risk-free discount rate of 1% (December 31, 2016 - 1%) and an inflation rate of 1.50% (December 31, 2016 - 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, 2017, the estimated fair value of the liability is $551,680 (December 31, 2016 - $528,305). Changes in the provision during the year ended December 31, 2017 are as follows:
As at December 31, 2017 2016 --------------------------------------------- -------- -------- Decommissioning liability, beginning of year $ 528,305 $ 637,988 Accretion 10,560 11,345 Foreign exchange 12,815 (121,028) --------------------------------------------- -------- -------- Decommissioning liability, end of year $ 551,680 $ 528,305 --------------------------------------------- -------- --------
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, 2016 - GBP 300,000), of which GBP 300,000 was funded as of December 31, 2017 (GBP 300,000 was funded as of December 31, 2016) and reported as long-term deposit of $508,830 (December 31, 2016 - $496,920).
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 and professional fees activities.
As at December 31, 2017 2016 --------------------------------------------- ---------- -------- Accounts payable $ 641,608 $ 336,121 Accrued liabilities 574,724 557,449 --------------------------------------------- ---------- -------- Total accounts payable and other liabilities $ 1,216,332 $ 893,570 --------------------------------------------- ---------- --------
The following is an aged analysis of the accounts payable and other liabilities:
As at December 31, 2017 2016 --------------------------------------------- ---------- -------- Less than 3 months $ 568,981 $ 365,448 3 to 12 months 288,435 154,456 12 to 24 months 49,877 54,992 More than 24 months 309,039 318,674 --------------------------------------------- ---------- -------- Total accounts payable and other liabilities $ 1,216,332 $ 893,570 --------------------------------------------- ---------- -------- 14. Financing Facility
Amounts payable on the long-term debt are as follow:
As at December 31, 2017 2016 ---------------------------------------- ------- ------- Financing facility, beginning of period $ 25,265 $ 38,069 Less current portion (6,182) (4,956) Repayment of financing facility (4,350) (4,007) Foreign exchange adjustment 4,956 (3,841) ---------------------------------------- ------- ------- Financing facility - long term portion $ 19,689 $ 25,265 ---------------------------------------- ------- -------
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 August 2019 of GBP 9,540. The financing was secured on the vehicle.
15. Share Capital and Reserves a) Authorized share capital
At December 31, 2017, 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, 2017, the issued share capital amounted to $39,759,172. The change in issued share capital for the years presented is as follows:
Number of
common
shares Amount
---------------------------------------------- ----------- -----------
Balance, December 31, 2015 107,297,154 $ 33,960,190
Shares issued in private placement (i) 18,619,841 1,466,312
Share issue costs - (30,777)
Common shares issued for debt (ii) 11,883,835 935,852
----------------------------------------------- ----------- -----------
Balance, December 31, 2016 137,800,830 36,331,577
Shares issued in private placements (iii)(iv) 49,748,356 3,612,156
Share issue costs - (184,561)
----------------------------------------------- ----------- -----------
Balance, December 31, 2017 187,549,186 $ 39,759,172
----------------------------------------------- ----------- -----------
(i) On June 9, 2016, the Company closed a private placement of 18,619,841 common shares at $0.07875 per common share for gross proceeds of $1,466,312.
The majority of the placement was taken up by Mr. Ross Beaty, who acquired 12,825,397 common shares.
(ii) On June 10, 2016, the Company issued 11,883,835 common shares as settlement of due to related parties of $935,852. Due to related parties consisted of an amount owing to Roland Phelps (President and Chief Executive Officer ("CEO").
(iii) On February 27, 2017, the Company completed the first part of a private placement. It consisted of 27,371,035 common shares of no par value. United Kingdom placees have subscribed at a price of GBP 0.045 per common share. Canadian placees have subscribed at a price of $0.0725 per common share. Receipts attached to the first part of the placement total $2,021,501.
On March 2, 2017, the Company completed the second part of a private placement. It consisted of 5,722,222 common shares of no par value for receipt of $424,798. United Kingdom placees have subscribed at a price of GBP 0.045 per common share.
(iii) (continued) Melquart Ltd, ("Melquart") a UK based investment institution, subscribed for a total of 22,222,222 common shares and Melquart's staked increased to 13% of the Company's issued common shares.
Ross Beaty subscribed for 3,326,170 common shares and after closing of the private placement Ross Beaty owns 32,151,567 common shares of the Company or approximately 18.8% of the outstanding common shares.
(iv) On November 30, 2017, the Company closed a private placement of 16,655,099 common shares for gross proceeds of $1,165,857. United Kingdom placees have subscribed at a price of GBP 0.041 per common share. Canadian placees have subscribed at a price of $0.07 per common share. The hold period will expire for the second closing of the placing on March 31, 2018.
Melquart subscribed for a total of 6,097,561 common shares and Melquar's staked increased to 15.1% of the Company's issued common shares.
Ross Beaty subscribed for 2,914,959 common shares, which, in addition to the shares he already holds, give rise to an 18.7% holding.
Roland Phelps (President and CEO) subscribed for 1,219,512 common shares, which, in addition to the shares he already holds, give rise to an 18.4% holding.
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, 2015 30,966,000 $ 0.17
Expired (30,330,000) 0.16
-------------------------------------------------- ----------- --------
Balance, December 31, 2016 and December 31, 2017 636,000 $ 0.07
-------------------------------------------------- ----------- --------
The following table reflects the actual warrants issued and outstanding as of December 31, 2017:
Fair value
Grant date December 31,
Number fair value Exercise 2017
Expiry date of warrants ($) price ($)
------------------ ----------- ---------- ---------- ------------
February 16, 2018 636,000 32,000 0.045 (1) 10,000
------------------ ----------- ---------- ---------- ------------
(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, 2017, 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 148%; risk free interest rate of 1.66%; and an expected life of 0.13 years. As a result, the fair value of the warrants was calculated to be $10,000 and the Company recorded an unrealized gain on fair value of derivative financial liability for the year ended December 31, 2017 of $14,000 (year ended December 31, 2016 -unrealized gain of $108,000).
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, 2015 4,440,000 $ 0.17
Expired (740,000) 0.50
---------------------------- --------- --------
Balance, December 31, 2016 3,700,000 0.11
Granted (i) 4,900,000 0.14
---------------------------- --------- --------
Balance, December 31, 2017 8,600,000 $ 0.12
---------------------------- --------- --------
(i) On March 25, 2017, 4,900,000 stock options were granted to directors, officers, consultants and key employees of the Company to purchase common shares at a price of $0.135 per share until March 25, 2022. The options will vest as to one third on March 25 2017 and one third on each of the following two anniversaries. The fair value attributed to these options was $645,820 and was expensed in the consolidated statements of loss and credited to equity settled share-based payments reserve. During the year ended December 31, 2017, included in stock-based compensation is $463,869 (year ended December 31, 2016 - $nil) related to the vested portion of these options.
The fair value of the options was estimated using the Black-Scholes option pricing model with the following assumptions: dividend yield - 0%; volatility - 201%; risk-free interest rate - 1.12% and an expected life of 5 years.
The following table reflects the actual stock options issued and outstanding as of December 31, 2017:
Weighted average Number of
remaining Number of options Number of
Exercise contractual options vested options
Expiry date price ($) life (years) outstanding (exercisable) unvested
--------------- --------- ---------------- ----------- ------------- ----------
June 1, 2020 0.105 2.42 3,550,000 3,550,000 -
June 12, 2020 0.105 2.45 150,000 150,000 -
March 25, 2022 0.135 4.23 4,900,000 1,633,333 3,266,667
--------------- --------- ---------------- ----------- ------------- ----------
0.122 3.45 8,600,000 5,333,333 3,266,667
--------------- --------- ---------------- ----------- ------------- ----------
16. Net Loss per Common Share
The calculation of basic and diluted loss per share for the year ended December 31, 2017 was based on the loss attributable to common shareholders of $2,078,139 (year ended December 31, 2016 - $1,613,298) and the weighted average number of common shares outstanding of 164,077,122 (year ended December 31, 2016 - 124,385,093) for basic and diluted loss per share. Diluted loss did not include the effect of 636,000 warrants (year ended December 31, 2016 - 636,000) and 8,600,000 options (year ended December 31, 2016 - 3,700,000) for the year ended December 31, 2017, as they are anti-dilutive.
17. Cost of Sales
Year Ended
December 31,
2017 2016
----------------------- -------- --------
Wages $ 44,318 $ 134,953
Oil and fuel 45,299 52,539
Repairs and servicing 51,284 64,905
Equipment hire 21,124 5,489
Environment monitoring 28,464 25,364
Royalties 16,720 17,962
Other costs 8,294 31,092
----------------------- -------- --------
Costs 215,503 332,304
Inventory movement 9,948 12,753
----------------------- -------- --------
Cost of sales $ 225,451 $ 345,057
----------------------- -------- --------
18. Taxation
(a) Provision for income taxes
A reconciliation of the expected tax recovery to actual is provided as follows:
Year Ended December 31, 2017 2016
---------------------------------------------------------------- ----------- -----------
Loss before income taxes $ (2,078,139) $ (1,613,298)
---------------------------------------------------------------- ----------- -----------
Expected tax recovery at statutory rate of 26.5% (2016 - 26.5%) (550,707) (427,524)
Difference resulting from:
Foreign tax rate differential 68,928 54,984
Stock-based compensation 122,925 -
Re-evaluation of warrants - (28,620)
Non-capital losses not recognized 358,854 401,160
---------------------------------------------------------------- ----------- -----------
$ - $ -
---------------------------------------------------------------- ----------- -----------
(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:
2017 2016
-------------------------------------------------------------- ---------- ----------
Deferred income tax assets (liabilities)
Non-capital losses $ 6,149,294 $ 5,464,152
Share issue costs 53,169 20,875
Property, plant and equipment and deferred development costs (1,217,375) (958,425)
Valuation allowance (impairment) (4,985,088) (4,526,602)
-------------------------------------------------------------- ---------- ----------
$ - $ -
-------------------------------------------------------------- ---------- ----------
(c) Losses carried forward
As at December 31, 2017, the Company had non-capital losses carried forward of $31,354,136 (2016 - $27,747,149) 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
2036 901,061
2037 757,407
Indefinite 22,732,376
-----------
$ 31,354,136
-----------
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 2017 2016
-------------------------------- ------ ------- ------
Interest on related party loans (i) $ 56,952 $63,539
-------------------------------- ------ ------- ------
(i) G&F Phelps Limited ("G&F Phelps"), a company controlled by a director of the Company, had amalgamated loans to the Company of $2,236,060 (GBP 1,318,354) (December 31, 2016 - $2,183,722 - GBP 1,318,354) 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, 2017, the amount of interest accrued is $383,778 (GBP 226,271) (December 31, 2016 - $318,375 - GBP 192,209). Refer to note 23(v).
(ii) See note 15(b)(i)(ii)(iii)(iv).
(b) Remuneration of key management of the Company was as follows:
Year Ended
December 31,
2017 2016
-------------------------- -------- -------
Salaries and benefits (1) $ 435,700 $458,120
Stock-based compensation 113,601 -
-------------------------- -------- -------
$ 549,301 $458,120
-------------------------- -------- -------
(1) Salaries and benefits include director fees. As at December 31, 2017, due to directors for fees amounted to $136,750 (December 31, 2016 - $110,250) and due to key management, mainly for salaries and benefits accrued amounted to $624,769 (GBP 368,356) (December 31, 2016 - $271,840 - GBP 164,115), and is included with due to related parties.
(c) As of December 31, 2017, Ross Beaty owns 35,066,526 common shares of the Company or approximately 18.70% of the outstanding common shares. Roland Phelps, Chief Executive Officer and director, owns, directly and indirectly, 34,576,262 common shares of the Company or approximately 18.44% of the outstanding common shares of the Company. Melquart owns, directly and indirectly, 28,319,783 common shares of the Company or approximately 15.10% of the outstanding common shares of the Company. The remaining 47.76% 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, 2017 United Kingdom Canada Total ------------------- -------------- -------- ---------- Current assets $ 410,064 $ 701,199 $ 1,111,263 Non-current assets 12,558,310 65,724 12,624,034 ------------------- -------------- -------- ---------- Revenues $ 35,308 $ - $ 35,308 ------------------- -------------- -------- ---------- December 31, 2016 United Kingdom Canada Total ------------------- -------------- -------- ---------- Current assets $ 283,773 $ 403,816 $ 687,589 Non-current assets 10,180,747 60,418 10,241,165 ------------------- -------------- -------- ---------- Revenues $ 74,068 $ - $ 74,068 ------------------- -------------- -------- ---------- 21. Contingency
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 $516,106 (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. The hearing started at the beginning of March 2017 but a further two days hearing was scheduled in January 2018. The January 2018 hearing was adjourned to the week commencing August 13, 2018. No provision has been made for the claim in the consolidated financial statements.
22. Supplement Schedule of Non-Cash Transactions
Year Ended
December 31,
2017 2016
---------------------------------------------------------------- ----- --------
Shares issued to settle due to related parties (note 15(b)(ii)) $ - $ 935,852
---------------------------------------------------------------- ------ --------
23. Events After the Reporting Period
(i) On January 18, 2018, the Company announced that a date has been set up by the Court of Appeal for a hearing into a third party appeal against a positive Judicial Review of the Company's planning consent. The hearing is anticipated for February 6, 2018.
(ii) On February 6, 2018, the Company announced a date change for the third party appeal against a positive Judicial Review of its planning consent.
Due to the illness of the third party, who is a litigant in person, the date of the hearing of the appeal has been postponed until February 15, 2018. The hearing may continue on February 16, 2018, if the Court so determines.
(iii) On February 16, 2018, the Company announced that it was advised that an appeal brought by a third party against its planning consent has completed the hearing stage. The Court of Appeal at the Royal Courts of Justice in Belfast, Northern Ireland heard the appeal against a judicial review decision that upheld the Department for Environment Northern Ireland (now Department of Infrastructure) grant of planning consent for an underground mine on the former open-pit gold-mine site. The Court will deliver its judgement at a later date, currently unknown.
(iv) On February 16, 2018, 636,000 warrants with exercise price of GBP 0.045 expired unexercised.
(v) On April 12, 2018, the Company announced that it's operating company, Flintridge has signed a concentrate prepayment agreement and loan facility for USD$ 1.6 million with a United Kingdom based company, with a maturity date of December 31, 2020, and an increased on-demand loan facility with G&F Phelps. As consideration for the loan facility, the United Kingdom based company will receive 15,000,000 bonus warrants of Galantas. Each bonus warrant will be exercisable into one common share of Galantas and will be subject to an initial four months plus one day hold period from the date of issuance of the bonus warrants. No bonus warrants are to be issued in respect of the G&F Phelps loan facility. The bonus warrants are subject to TSXV and regulatory approval.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR FKCDBCBKDFQD
(END) Dow Jones Newswires
April 20, 2018 02:00 ET (06:00 GMT)
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