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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Thor Explorations Ltd | LSE:THX | London | Ordinary Share | CA8851491040 | COM SHS NPV (DI) |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.50 | 3.33% | 15.50 | 15.00 | 16.00 | 15.50 | 15.00 | 15.00 | 182,451 | 15:13:43 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| Gold Ores | 161.48M | 25.4M | 0.0387 | 6.98 | 177.14M |
From Apr 2023 to Apr 2024
TIDMTHX
RNS Number : 8986A
Thor Explorations Ltd
30 May 2023
NEWS RELEASE
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR
DISTRIBUTION TO U.S. WIRE SERVICES
May 30, 2023 TSXV/AIM: THX
.
THOR EXPLORATIONS ANNOUNCES FIRST QUARTER 2023 FINANCIAL AND OPERATING RESULTS, FOR THE THREE MONTHSING MARCH 31, 2023
Thor Explorations Ltd. (TSXV / AIM: THX) ("Thor Explorations", "Thor" or the "Company") is pleased to provide an operational and financial review for its Segilola Gold mine, located in Nigeria ("Segilola"), and for the Company's mineral exploration properties located in Nigeria and Senegal for the three months to March 31, 2023 ("Q1 2023" or the "Period").
The Company's Unaudited Consolidated Financial Statements together with the notes related thereto, as well as the Management's Discussion and Analysis for the three months ended March 31, 2023, are available on Thor Explorations' website at https://thorexpl.com/investors/financials/ .
All figures are in US dollars ("US$") unless otherwise stated.
Operational Highlights
Segilola Production
Hot Features
Premium
-- Gold production for the Period totaled 20,629 ounces ("oz")
o Mill feed grade was 2.95 grammes per tonne ("g/t") gold with recovery at 94.1%
o An increase in mining rates and the mining of higher grade ore zones is expected in Q2 2023
-- The main operating units of the process plant continue to perform better than expected, with the plant operating above nameplate capacity
Segilola Near-Mine Exploration
-- Identification of new high grade quartz vein system within 15 kilometers ("km") of Segilola, with multiple high grade drillhole intercepts including 1 meter ("m") at 310 g/t gold which equates to 10 oz of gold per tonne
o Ongoing drilling will test both the strike length and depth potential of this system with additional drill results expected in Q2 2023
-- Regional exploration is continuing with ongoing drilling programs, stream sediment sampling programs and soil/auger programs with drilling results also expected in Q2 2023.
Douta
-- Mineral Resource Estimate ("MRE") at Douta supported by a total of 64,567 meters of drilling updated to a global resource of approximately 1.78 million oz of gold, an increase of 144% from its maiden resource.
o Updated Douta Resource encompasses the Makosa, Makosa Tail and the recently discovered Sambara prospects, all of which remain open along strike and down dip
-- During the Period, workstreams designed to advance the project to the prefeasibility stage ("PFS") commenced including metallurgical and geotechnical drilling and also infill resource drilling. Drilling results from Douta are also expected in Q2 2023.
Financial Highlights
-- 21,553 oz of gold sold with an average gold price of US$1,902 per oz
-- Cash operating cost of US$899 per oz sold and all-in sustaining cost ("AISC") of US$1,346 per oz sold
-- Q1 2023 revenue of US$40.3 million (Q1 2022: US$24.9 million) -- Q1 2023 EBITDA of US$16.1 million (Q1 2022: US$13.4 million) -- Q1 2023 net profit of US$4.3 million (Q1 2022: US$3.5 million) -- Cash and cash equivalents of US$4.5 million as at 31 March 2023 (Q1 2022: US$6.3 million)
-- Senior debt facility with Africa Finance Corporation amended and restated to facilitate the Company's growth opportunities
o Senior debt facility reduced to US$27.9 million as at 31 March 2023
-- Repayment of all outstanding EPC invoices -- Net debt of US$25 million as at 31 March 2023
Environment, Social and Governance
-- The full operation of 6 MW compressed natural gas ("CNG") generators was achieved in January 2023 so as to reduce GHG generated by diesel
o In Q1 2023, the Company's GHG emissions were 5,303 tons. For the equivalent period in 2022, the GHG emissions were 8,392 tons, a reduction of 3,089 tons representing a drop of 36% in GHG emissions and a significant step in the reduction of its carbon footprint
-- Vegetable farm construction commenced in the Period, including the erection of a greenhouse. Construction of fish farming ponds and associated processing and administration structures also commenced using two contractors from the host communities
Outlook
-- Production guidance of 85,000 to 95,000 oz for 2023 maintained, weighted towards the second half of the year, with an AISC guidance of US$1,150 to US$1,350 per oz
-- Advance exploration programs across the portfolio, including near mine and underground projects at Segilola, extension and infill programs at Douta and the assessment of potential targets in Nigeria
-- Completion of the Douta preliminary feasibility study ("PFS") in Q4 2023
-- Applications for and acquisition of identified prospective exploration properties in Nigeria
Segun Lawson, President & CEO, stated:
"This was envisaged to be a difficult quarter with a lower mined grade, difficult mining conditions in the Segilola Pit west wall and a higher utilization of heavy equipment. The Company's performance during the period demonstrates the amount of progress we have made at Segilola. The main operating units continue to perform better than expected and operate above capacity, so our production at the mine totaled 20,629 ounces. Our costs were at the higher end of our guidance, however we expect our costs to reduce materially in the second half of the year as we complete our mining in the current difficult areas. We have also had our first significant exploration success outside the Segilola Mine footprint, identifying a new high grade quartz vein system within 15 kilometres of mine and have already begun expanding exploration with multiple drillhole intercepts. We look forward to updating the market with drill results from this program and an additional two ongoing exploration drilling programs in Nigeria.
"We also continue to progress exploration at a fast pace at the Douta Project. Further to the significant growth in the MRE we are excited about the upcoming drilling results from the ongoing exploration program. We also look forward to completing the various PFS work streams in the coming months.
"As always, we have remained committed to our ESG goals, and this Period really reflects our ability to safeguard the environment and the local communities. The full operation of 6MW compressed natural gas generators was achieved in January and will greatly aid in our attempt to reduce GHG emissions. Elsewhere, we have been proudly progressing our livelihood restoration program and we look forward to offering further updates on all things ESG related throughout the year.
"When compared to the same operating period last year, we have significantly improved our numbers across the board, which is a testament to the hard work and efficiencies created in the Company.
"Our production guidance remains between 85,000 and 95,000 oz for 2023, one that is weighted towards the second half of the year, where we foresee less difficult operating conditions and correspondingly, a more efficient six months operationally."
About Thor Explorations
Thor Explorations Ltd. is a mineral exploration company engaged in the acquisition, exploration, development and production of mineral properties located in Nigeria, Senegal and Burkina Faso. Thor Explorations holds a 100% interest in the Segilola Gold Project located in Osun State, Nigeria and has a 70% economic interest in the Douta Gold Project located in south-eastern Senegal. Thor Explorations trades on AIM and the TSX Venture Exchange under the symbol "THX".
THOR EXPLORATIONS LTD.
Segun Lawson
President & CEO
For further information please contact:
Thor Explorations Ltd
Email: info@thorexpl.com
Canaccord Genuity (Nominated Adviser & Broker)
Henry Fitzgerald-O'Connor / James Asensio / Thomas Diehl
Tel: +44 (0) 20 7523 8000
Hannam & Partners (Broker)
Andrew Chubb / Matt Hasson / Jay Ashfield / Franck Nganou
Tel: +44 (0) 20 7907 8500
Fig House Communications (Investor Relations)
Tel: +1 416 822 6483
Email: investor.relations@thorexpl.com
Ibu Lawson (Investor Relations)
Tel: +447909825446
Email: ibu.lawson@thorexpl.com
BlytheRay (Financial PR)
Tim Blythe / Megan Ray / Said Izagaren
Tel: +44 207 138 3203
Management Discussion & Analysis for Q1 2023
HIGHLIGHTS AND ACTIVITIES - FIRST QUARTER 2023
Operating results for the quarter were highlighted by the selling of 21,553 ounces ("oz") of gold during the year at a cash operating cost(1) of $899 per oz sold, with an AISC(1) of $1,346 per oz sold.
The Company maintains its production guidance at 85,000 to 95,000 oz for the year, while AISC(1) guidance for 2023 is also maintained at US$1,150 per ounce to US$1,350 per ounce.
During the Period, the international price of key consumables used by the Company, in particular ammonium nitrate and diesel have reduced significantly from the levels experienced in the second half of 2022. These reductions in price are expected to result in lower than forecast consumable costs at Segilola as the Company resupplies.
Table 1.1 Key Operating and Financial Statistics
Three Month Three Month
period ended period ended
Operating March 31, 2023 March 31, 2022
------------------------- ------ ---------------- ----------------
Gold Sold Au 21,553 13,463
Average realized
gold price(1) $/oz 1,902 1,824
Cash operating cost(1) $/oz 899 688
AISC (all-in sustaining
cost)(1) $/oz 1,346 1,108
EBITDA(1) $/oz 745 996
Three Month Three Month
period ended period ended
Financial March 31, 2023 March 31, 2022
------------------- --- ---------------- ----------------
Revenue $ 40,287,830 24,865,482
Net Income/(Loss) $ 4,331,347 3,490,938
EBITDA(1) $ 16,065,334 13,414,642
Year ended
December 31,
Three Month
period ended
Financial March 31, 2023 2022
--------------------------- --- --- ---------------- --------------
Cash and cash equivalents $ 4,505,071 6,688,037
Deferred Income $ - 6,581,743
Net Debt(1) $ 24,940,762 31,650,722
1 Refer to "Non-IFRS Measures" section.
Segilola Gold Mine, Nigeria
Mining
During the three months ended March 31, 2023, 4,194,689 tonnes of material was mined, equivalent to a mining rate of 46,608 tonnes of material per day. In this period, 198,425 tonnes of ore were mined, equivalent to mining rates of 2,205 tonnes of ore per day, at an average grade of 2.85g/t. Tonnes were affected by difficult mining conditions encountered in the West wall of the pit. Conditions are improving and an increase in mining rates is expected in the second quarter of 2023.
Grade was lower than planned due to geotechnical problems encountered in the North of the pit, delaying access to the higher-grade ore zones in this area. These zones will now be mined during the second quarter of 2023.
The stockpile balance at the end of the period was 270,215 tonnes of ore at an average of 1.14g/t. This comprised 2,130 tonnes (4.35g/t) at high grade, 4,327 tonnes (2.03g/t) at medium grade, 273,903 tonnes (1.04g/t) at low grade and 3,442 tonnes (2.65g/t) on the coarse ore stockpile.
Processing
During the three months ended March 31, 2023, a total of 231,001 tonnes of ore, equivalent to a throughput rate of 2,567 tonnes per day, was processed. Throughput was affected by an unplanned reline of the SAG mill.
The mill feed grade was 2.95g/t gold with recovery at 94.1% for a total of 20,629 ounces of gold produced. A delay in the commissioning of an additional crusher, specifically used to reduce mill rejected ore bearing material ("scats"), which was held for several weeks at the Nigerian border crossing, affected grade during the quarter. The scats will be processed during quarter 2.
All of the main operating units of the process plant continue to perform better than expected, with the plant operating above nameplate capacity. Several improvement projects are being undertaken through the remainder of 2023.
Table 1.2: Production Metrics
Units Q1 - 2023 Q4 - 2022 Q3 - 2022 Q2 - 2022 Q1 - 2022
Mining
-------------------- ------------ ----------- ----------- ----------- ----------- -----------
Total Mined Tonnes 4,194,689 4,296,494 4,018,431 4,031,584 3,759,524
Waste Mined Tonnes 3,996,264 3,974,073 3,793,249 3,747,504 3,533,610
Ore Mined Tonnes 198,425 322,421 225,182 284,079 226,314
Grade g/t Au 2.85 3.51 4.43 3.63 2.68
Daily Total Mining
Rate Tonnes/Day 46,608 46,701 43,679 44,303 41,772
Daily Ore Mining
Rate Tonnes/Day 2,205 3,505 2,448 3,122 2,515
Stockpile
-------------------- ------------ ----------- ----------- ----------- ----------- -----------
Ore Stockpiled Tonnes 270,215 300,531 229,909 249,281 179,758
Ore Stockpiled g/t Au 1.14 1.48 1.19 1.46 1.23
Ore Stockpiled oz 9,904 14,300 8,796 11,701 7,109
Processing
-------------------- ------------ ----------- ----------- ----------- ----------- -----------
Ore Processed Tonnes 231,001 254,824 241,434 211,582 221,900
Grade g/t Au 2.95 3.38 3.58 3.66 3.18
Recovery % 94.1 95.0 95.5 95.5 94.1
Gold Recovered oz 20,629 26,331 26,523 23,785 21,343
Milling Throughput Tonnes/Day 2,567 2,770 2,624 2,325 2,466
NON-IFRS MEASURES
This MD&A refers to certain financial measures, such as average realized gold price, cash operating costs, all-in sustaining costs , net debt and EBITDA which are not recognized under IFRS and do not have a standardized meaning prescribed by IFRS. These measures may differ from those made by other companies and accordingly may not be comparable to such measures as reported by other companies. These measures have been derived from the Company's financial statements because the Company believes that, with the achievement of gold production, they are of assistance in the understanding of the results of operations and its financial position.
Average realised gold price per ounce sold
The Group believes that, in addition to conventional measures prepared in accordance with GAAP, the average realised gold price, which takes into account the impact of gain/losses on forward sale of commodity contracts, is a metric used to better understand the gold price realised during a period. Management believes that reflecting the impact of these contracts on the Group's realised gold price is a relevant measure and increases the consistency of this calculation with our peer companies.
In addition to the above, in calculating the realised gold price, management has adjusted the revenues as disclosed in the consolidated financial statement to exclude by product revenue, relating to silver revenue, and has reflected the by product revenue as a credit to cash operating costs. The revenues as disclosed in the interim financial statements have been reconciled to the gold revenue for all periods presented.
Table 2.1: Average annual realised price per ounce sold
Units Three Month Three Month
period ended period ended
March 31, 2023 March 31, 2022(1)
--------------------------------- -------- ----------------- --------------------
Revenues $ 40,287,830 24,865,482
By product revenue $ (43,773) (15,520)
--------------------------------- -------- ----------------- --------------------
Gold Revenue $ 40,244,057 24,849,962
--------------------------------- -------- ----------------- --------------------
Gain/(Loss) on forward
sale of commodity contracts $ 750,482 (294,922)
--------------------------------- -------- ----------------- --------------------
Gold Revenue $ 40,994,539 24,555,040
--------------------------------- --------- ---------------- -------------------
oz
Gold ounces sold Au 21,553 13,463
----------------- -------------------
Average realized price
per ounce sold $ 1,902 1,824
--------------------------------- -------- ----------------- -------------------
1 The figures for the Three Month period ended March 31, 2022 have been restated in connection with the restatement of the interim financial statements. Refer to note 22 of the interim financial statements for further details.
Cash operating cost per ounce
Cash operating cost per oz sold, combined with revenues, can be used to evaluate the Company's performance and ability to generate operating income and cash flow from operating activities. The Company believes that, in addition to conventional measures prepared in accordance with GAAP, certain investors may find this information useful to evaluate the costs of production per ounce.
By product revenues are included as a credit to cash operating costs.
Table 2.2: Average annual cash operating cost per ounce of gold
Units Three Month Three Month
period ended period ended
March 31, March 31,
2023 2022(1)
------------------------------- ------- -------------- --------------
Production costs $ 18,306,502 8,219,530
Transportation and refining $ 342,291 502,222
Royalties $ 768,282 550,765
By product revenue $ (43,773) (15,520)
------------------------------- ------- -------------- --------------
Cash Operating costs $ 19,373,302 9,256,997
------------------------------- ------- -------------- --------------
Gold ounces sold Oz Au 21,553 13,463
------------------------------- ------- -------------- --------------
Cash operating cost per ounce
sold $/oz 899 688
------------------------------- ------- -------------- --------------
1 The figures for the Three Month period ended March 31, 2022 have been restated in connection with the restatement of the interim financial statements. Refer to note 22 of the interim financial statements for further details.
All-in sustaining cost per ounce
AISC provides information on the total cost associated with producing gold.
The Group calculates AISC as the sum of total cash operating costs (as described above), other administration expenses and sustaining capital, all divided by the gold ounces sold to arrive at a per oz amount.
Other administration expenses includes administration expenses directly attributable to the Segilola Gold Mine plus a percentage of corporate administration costs allocated to supporting the operations of the Segilola Gold Mine. For the Three Month periods ended March 31, 2023 and 2022, this was deemed to be 50%.
Other companies may calculate this measure differently as a result of differences in underlying principles and policies applied.
Table 2.3: Average annual all-in sustaining cost per ounce of gold
Units Three Month Three Month
period ended period ended
March 31, March 31,
2023 2022(1)
---------------------------------------- ------- -------------- --------------
Cash operating costs(2) $ 19,373,302 9,256,997
Adjusted other administration expenses $ 3,775,777 1,458,731
Sustaining capital(3) $ 5,864,894 4,196,996
---------------------------------------- ------- -------------- --------------
Total all-in sustaining cost $ 29,013,973 14,912,724
---------------------------------------- ------- -------------- --------------
Gold ounces sold Oz Au 21,553 13,463
---------------------------------------- ------- -------------- --------------
All-in sustaining cost per ounce
sold $/oz 1,346 1,108
---------------------------------------- ------- -------------- --------------
1 The figures for the Three Month period ended March 31, 2022
have been restated in connection with the restatement of the
interim financial statements. Refer to note 22 of the interim
financial statements for further details.
2 Refer to Table - 3.2 Cash operating costs.
3 Refer to Table - 3.3a Sustaining and Non-Sustaining Capital
The Group's all-in sustaining costs include sustaining capital expenditures which management has defined as those capital expenditures related to producing and selling gold from its on-going mine operations. Non-sustaining capital is capital expenditure related to major projects or expansions at existing operations where management believes that these projects will materially benefit the operations. The distinction between sustaining and non-sustaining capital is based on the Company's policies and refers to the definitions set out by the World Gold Council.
This non-GAAP measure provides investors with transparency regarding the capital costs required to support the on-going operations at its operating mine, relative to its total capital expenditures. Readers should be aware that these measures do not have a standardized meaning. It is intended to provide additional information and should not be considered in isolation, or as a substitute for measures of performance prepared in accordance with IFRS.
Table 2.3a: Sustaining and Non-Sustaining Capital
Units Three Month Three Month
period ended period ended
March 31, 2023 March 31, 2022(1)
---------------------------------------- ------- ---------------- -------------------
Property, plant and equipment
additions during the period $ 5,719,158 8,484,914
Non-sustaining capital expenditures(2) $ (1,109,993) (5,501,596)
Payment for sustaining leases $ 1,255,729 1,213,678
---------------------------------------- ------- ---------------- -------------------
Sustaining capital(3) $ 5,864,894 4,196,996
---------------------------------------- ------- ---------------- -------------------
1 The figures for the Three Month period ended March 31, 2022 have been restated in connection with the restatement of the interim financial statements. Refer to note 22 of the interim financial statements for further details.
2 Includes EPC and other construction costs for the Segilola Mine
3 Includes capitalized production stripping costs of $4,609,165 (March 31, 2022: $2,983,318)
Net Debt
Net debt is calculated as total debt adjusted for unamortized deferred financing charges less cash and cash equivalents and short-term investments at the end of the reporting period. This measure is used by management to measure the Company's debt leverage. The Group considers that in addition to conventional measures prepared in accordance with IFRS, net debt is useful to evaluate the Group's performance.
Table 2.4: Net Debt
Three Month period Year Ended December
ended March 31, 31, 2022
2023
------------------------- --- ------------------- --------------------
Loans from the Africa
Finance Corporation $ 24,257,746 24,459,939
Due to EPC contractor $ 1,463,353 10,196,105
Deferred element of EPC
contract $ 3,724,734 3,682,715
Less:
Cash (4,505,071) (6,688,037)
Net Debt $ 24,940,762 31,650,722
------------------------- --- ------------------- --------------------
Earnings Before Interest, Taxes, Depreciation and Amortisation (EBITDA)
EBITDA is calculated as the total earnings before interest, taxes, depreciation and amortisation. This measure helps management assess the operating performance of each operating unit.
Table 2.5: Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA)
Units Three Month period Three Month
ended March 31, period ended
2023 March 31, 2022(1)
------------------------------- ------- ------------------- -------------------
Net profit/(loss) for the
period $ 4,331,347 3,490,938
Amortization and depreciation
- owned assets $ 7,165,523 5,004,617
Amortization and depreciation
- right of use assets $ 1,194,587 1,158,255
Impairment of Exploration
& Evaluation assets $ 3,096 2,701
Interest expense $ 3,370,781 3,758,131
------------------------------- ------- ------------------- -------------------
EBITDA $ 16,065,334 13,414,642
------------------------------- ------- ------------------- -------------------
Gold ounces sold Oz Au 21,553 13,463
------------------------------- ------- ------------------- -------------------
EBITDA per ounce sold $/oz 745 996
------------------------------- ------- ------------------- -------------------
1 The figures for the Three Month period ended March 31, 2022 have been restated in connection with the restatement of the interim financial statements. Refer to note 22 of the interim financial statements for further details.
OUTLOOK AND UPCOMING MILESTONES
This Section 5 of the MD&A contains forward looking information as defined by National Instrument 51-102. Refer to Section 16 of this MD&A for further information on forward looking statements.
We are focused on advancing the Company's strategic objectives and near-term milestones which include:
-- 2023 Operational Guidance and Outlook
Gold Production oz 85,000-95,000
US$/oz Au
All-in Sustaining Cost sold $1,150 - $1,350
Capital Expenditure(1) US$ 8,000,000 - 10,000,000
Exploration Expenditure:
Nigeria (2) US$ 4,200,000
Senegal US$ 3,000,000
-------------------------- ----------- -----------------------
1 This excludes production stripping costs capitalizations.
2 This includes purchase of licenses.
-- The critical factors that influence whether Segilola can achieve these targets include:
-- Segilola's ability to maintain an adequate supply of consumables (in particular ammonium nitrate, flux and cyanide) and equipment
-- Fluctuations in the price of key consumables, in particular ammonium nitrate, and diesel -- Segilola's workforce remaining healthy -- Continuing to receive full and on-time payment for gold sales
-- Continuing to be able to make local and international payments in the ordinary course of business
-- Continue to advance the Douta project towards preliminary feasibility study ("PFS")
-- Continue to advance exploration programmes across the portfolio:
-- Segilola near mine exploration
-- Segilola underground project
-- Segilola regional exploration programme
-- Douta extension programme
-- Douta infill programme
-- Assess regional potential targets in Nigeria
-- Acquiring new concessions and joint venture options on potential targets
SUMMARY OF QUARTERLY RESULTS
The table below sets forth selected results of operations for the Company's eight most recently completed quarters.
Table 3.1: Summary of quarterly results
$ 2023 Q1 2022 Q4 2022 Q3 2022 Q2
Mar 31 Dec 31 Sep 30 Jun 30
-------------------------------- ----------- ----------- ----------- -----------
Revenues 40,287,830 43,251,204 55,703,098 41,354,747
Net profit for period 4,331,347 14,908,460 4,126,066 6,163,942
Basic profit per share (cents) 0.67 2.21 0.65 0.97
-------------------------------- ----------- ----------- ----------- -----------
$ 2022 Q1 2021 Q4 2021 Q3 2021 Q2
Mar 31 Dec 31 Sep 30 Jun 30
------------------------------- ----------- ---------- -------- ------------
Revenues 24,865,482 6,049,485 - -
Net profit/(loss) for period 3,490,938 3,116,416 463,844 (5,582,090)
Basic profit/(loss) per share
(cents) 0.55 0.47 0.07 (0.87)
------------------------------- ----------- ---------- -------- ------------
RESULTS FOR THREE MONTHSED MARCH 31, 2023
The review of the results of operations should be read in conjunction with the Interim Financial Statements and notes thereto.
The Group reported a net profit of $4,331,347 (0.58 cents per share) for the three-month period ended March 31, 2023, as compared to a net profit of $3,490,938 (0.55 cents per share) for the three-month period ended March 31, 2022. The increase in profit for the period was largely due to:
-- revenue during the period of $40,287,830 (Q1 2022: $24,865,482)
These were offset partially by:
-- Amortization and depreciation of $8,360,110 (Q4 2021: $6,162,872); -- Interest of $3,370,781 (Q1 2022: $3,758,131); and -- Productions costs of $18,306,502 (Q1 2022: $8,219,530)
No interest was earned during the three-month period ended March 31, 2023, and 2022.
LIQUIDITY AND CAPITAL RESOURCES
As at March 31, 2023, the Group had cash of $4,505,688 (December 31 2022: $6,688,037) and a working capital deficit of $38,308,404 (December 31, 2022: deficit of $29,116,915).
The decrease in cash from December 31, 2022 is due mainly to cash generated in operations of $19,214,348 offset by cash used in investing and financing activities of $15,515,468 and $5,976,329, respectively.
The total EPC amount has been finalized with our EPC contractor, and we have paid all due outstanding EPC payments at the date of this report.
Working Capital Calculation
The Working Capital Calculation excludes $9,979,413 (2022: $10,187,630) of Gold Stream liabilities, and $805,801 (2022: $2,215,585) in third party royalties included in current accounts payable, that are contingent upon the achievement of the revised gold sales forecast of 85,000 to 95,000 ounces for the year ending December 31, 2023.
Included in working capital, in Accounts payable and accrued liabilities, is a balance of $1,463,353 (2022: $10,196,105) due to our EPC contractors. As of the date of this report, the Company has made all outstanding due payments in relation to the EPC contract.
Table 4.1: Working Capital
March 31, 2023 December 31,
2022
------------------------------------------ --- --------------- -------------
Current Assets
Cash and Restricted Cash $ 4,505,071 6,688,037
Inventory $ 25,080,808 19,901,262
Amounts receivable, prepaid expenses,
advances and deposits $ 8,461,572 10,697,365
Total Current Assets for Working
Capital $ 38,047,451 37,286,664
------------------------------------------ --- --------------- -------------
Current Liabilities
Accounts Payable and accrued liabilities $ 60,555,348 56,337,289
Deferred Income - 6,581,743
Lease Liabilities $ 4,815,512 4,811,991
Gold Stream Liability $ 9,979,413 10,187,630
Loan and other borrowings $ 11,790,796 888,141
$ 87,141,069 78,806,794
less: Current Liabilities contingent
upon future gold sales $ (10,785,214) (12,403,215)
Working Capital Deficit $ (38,308,404) (29,116,915)
------------------------------------------ --- --------------- -------------
Inventory
Gold inventory is recognised in the ore stockpiles and in production inventory, comprised principally of ore stockpile and doré at site or in transit to the refinery, with a component of gold-in-circuit.
Table 4.2: Inventory
March 31 2023 December 31
2022
------------------------------ --- -------------- ------------
Plant spares and consumables $ 9,146,279 4,751,922
Gold ore in stockpile $ 12,479,805 11,869,168
Gold in circuit $ 3,454,724 1,160,237
Gold dore $ - 2,119,935
------------------------------ --- -------------- ------------
$ 25,080,808 19,901,262
---------------------------------- -------------- ------------
Liquidity and Capital Resources
The Group has generated positive operating cash flow during Q1 2023 and expects to continue to do so based on its production and AISC guidance. This operating cash flow will support debt repayments, regional exploration and underground expansion drilling at Segilola, planned capital expenditures and corporate overhead costs.
FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS
The Group's financial instruments are classified as follows:
March 31, 2023 Measured at amortized Measured Total
cost at fair value
through profit
and loss
--------------------------- --- ---------------------- ---------------- --------------
Assets
Cash and cash equivalents $ 4,505,071 - 4,505,071
Amounts receivable 240,009 - 240,009
-------------------------------- ---------------------- ---------------- ------------
Total assets $ 4,745,080 - 4,745,080
--------------------------- --- ---------------------- ---------------- ------------
Liabilities
Accounts payable
and accrued liabilities $ 59,749,547 805,801 60,555,348
Loans and borrowings 27,982,480 - 27,982,480
Gold stream liability - 23,507,987 23,507,987
Lease liabilities 14,465,191 - 14,465,191
-------------------------------- ---------------------- ---------------- ------------
Total liabilities $ 102,197,218 24,313,788 126,511,006
--------------------------- --- ---------------------- ---------------- ------------
December 31, 2022 Measured at amortized Measured at Total
cost fair value
through profit
and loss
--------------------------- --- ---------------------- ---------------- --------------
Assets
Cash and cash equivalents $ 6,688,037 - 6,688,037
Amounts receivable 220,442 - 220,442 -------------------------------- ---------------------- ---------------- ------------ Total assets $ 6,908,479 - 6,908,479 --------------------------- --- ---------------------- ---------------- ------------ Liabilities Accounts payable and accrued liabilities $ 54,121,704 2,215,585 56,337,289 Loans and borrowings 28,142,654 - 28,142,654 Gold stream liability - 25,039,765 25,039,765 Lease liabilities 15,409,285 - 15,409,285 -------------------------------- ---------------------- ---------------- ------------ Total liabilities $ 97,673,643 27,255,350 124,928,993 --------------------------- --- ---------------------- ---------------- ------------
The fair value of these financial instruments approximates their carrying value.
As noted above, the Group has certain financial liabilities that are held at fair value. The fair value hierarchy establishes three levels to classify the inputs to valuation techniques to measure fair value:
Classification of financial assets and liabilities
Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2 - inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices); and
Level 3 - inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs).
As at March 31, 2023 and December 31, 2022, all the Group`s liabilities measured at fair value through profit and loss are categorized as Level 3 and their fair value was determined using discounted cash flow valuation models, taking into account assumptions with respect to gold prices and discount rates as well as estimates with respect to production and operating results for the Segilola mine.
DISCLOSURE OF OUTSTANDING SHARE DATA
As at the date of this MD&A, there were 644,696,185 common shares issued and outstanding stock options to purchase a total of 26,901,000 common shares.
Authorized Common Shares
Table 5.1: Common shares issued
March 31, 2023 December 31,
2022
---------------------- --------------- -------------
Common shares issued 644,696,185 644,696,185
----------------------- --------------- -------------
Warrants
There were no warrants that were outstanding at March 31, 2023, and as at the date of this report.
During the quarter ended March 31, 2023, no warrants were issued.
Stock Options
The number of stock options that were outstanding and the remaining contractual lives of the options at March 31, 2023, were as follows.
Table 5.2: Options outstanding
Exercise Price Number Weighted Average Expiry Date
Outstanding Remaining Contractual
Life
---------------- ------------- ----------------------- ----------------
C$0.145 12,111,000 0.21 June 15, 2023
C$0.140 750,000 0.52 October 5, 2023
January 16,
C$0.200 14,040,000 1.80 2025
---------------- ------------- ----------------------- ----------------
Total 26,901,000
---------------- ------------- ----------------------- ----------------
The Company has granted employees, consultants, directors and officers share purchase options. These options were granted pursuant to the Company's stock option plan.
No options were issued during the three months period ended March 31, 2023 and year ended December 31, 2022.
A total of 9,250,000 options were exercised at a price of C$0.12 each and 689,000 at a price of C$0.145 during the year ended December 31, 2022.
Under the Company's Omnibus Incentive Plan approved by shareholder on December 17, 2021, 44,900,000 common shares of the Company are reserved for issuance upon exercise of options or other securities.
During the year ended December 31, 2022, 2,399,176 Restricted Share Units ("RSUs") were granted to members of Executive Management under the Company's Long Term Incentive Plan ("LTIP").
In March 2023, the Board considered that it was subject to a share trading restriction. As a result, the Board resolved to extend the expiry date of 12,111,000 shares with an exercise price of C$0.145 past the original expiry date of March 12, 2023 up until June 15, 2023.
Condensed Interim Consolidated Financial Statements
For the Three Months Ended March 31, 2023, and 2022
(in United States Dollars)
THOR EXPLORATIONS LTD.
March 31, 2023
(Unaudited)
Table of contents
Condensed interim consolidated statements of financial position........................................................ 4
Condensed interim consolidated statements of comprehensive income............................................... 5
Condensed interim consolidated statements of cash flows.................................................................. 6
Condensed interim consolidated statements of changes in equity........................................................ 7
Notes to the condensed interim consolidated financial statements.................................................. 8-30
NOTICE TO READER
Under National Instrument 51-102, Part 4, subsection 4.3 (3) (a), if an auditor has not performed a review of the condensed interim consolidated financial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor.
The accompanying unaudited condensed interim consolidated financial statements of the Company have been prepared by and are the responsibility of the Company's management.
The Company's independent auditor has not performed a review of these financial statements in accordance with standards established by the Canadian Institute of Chartered Accountants for a review of condensed interim consolidated financial statements by an entity's auditor.
CONDENSED INTERIM
CONSOLIDATED
STATEMENT
OF FINANCIAL
POSITION
In United States
dollars (unaudited)
------------------- ---- ---------------------------------- -------------------------------- ----------------------------
March 31, December 31, March 31,
Note 2023 2022 2022
$ $ $
------------------- ---- ---------------------------------- -------------------------------- ----------------------------
(restated)
ASSETS
Current assets
Cash 4,505,071 6,688,037 6,276,376
Inventory 4 25,080,808 19,901,262 16,534,943
Amounts receivable 5 240,009 220,442 191,876
Prepaid expenses,
advances and
deposits 6 8,221,563 10,476,923 918,219
------------------- ---- ---------------------------------- -------------------------------- ----------------------------
Total current
assets 38,047,451 37,286,664 23,921,414
Non-current assets
Deferred income tax
assets 89,061 87,797 84,794
Prepaid expenses,
advances and
deposits 6 244,331 282,825 103,790
Right-of-use assets 7 15,667,650 16,849,402 19,707,915
Property, plant and
equipment 12 148,063,401 149,513,917 149,421,654
Intangible assets 13 20,718,491 19,231,208 15,773,637
------------------- ---- ---------------------------------- -------------------------------- ----------------------------
Total non-current
assets 184,782,934 185,965,149 185,091,790
------------------- ---- ---------------------------------- -------------------------------- ----------------------------
TOTAL ASSETS 222,830,385 223,251,813 209,013,204
------------------- ---- ---------------------------------- -------------------------------- ----------------------------
LIABILITIES
Current liabilities
Accounts payable
and accrued
liabilities 14 60,555,348 56,337,289 31,834,095
Deferred income - 6,581,743 6,233,347
Lease liabilities 7 4,815,512 4,811,991 4,854,714
Gold stream
liability 8 9,979,413 10,187,630 12,889,957
Loans and
borrowings 9 11,790,796 888,141 28,441,348
------------------- ---- ---------------------------------- -------------------------------- ----------------------------
Total current
liabilities 87,141,069 78,806,794 84,253,461
Non-current
liabilities
Accounts payable
and accrued
liabilities 14 - - 1,031,309
Lease liabilities 7 9,649,679 10,597,294 12,587,430
Gold stream
liability 8 13,528,574 14,852,135 16,860,524
Loans and
borrowings 9 16,191,684 27,254,513 25,733,198
Provisions 11 4,971,736 4,959,638 5,341,369
------------------- ---- ---------------------------------- -------------------------------- ----------------------------
Total non-current
liabilities 44,341,673 57,663,580 61,553,830
SHAREHOLDERS'
EQUITY
Common shares 15 80,439,693 80,439,693 79,949,297
Option reserve 15 3,351,133 3,351,133 3,455,454
Currency
translation
reserve 15 (2,278,054) (2,512,911) (3,690,038)
Retained
earnings/(deficit) 15 9,834,871 5,503,524 (16,508,800)
------------------- ----------------------------
Total shareholders'
equity 91,347,643 86,781,439 63,205,913
------------------- ---- ---------------------------------- -------------------------------- ----------------------------
TOTAL LIABILITIES
AND SHAREHOLDERS'
EQUITY 222,830,385 223,251,813 209,013,204
------------------- ---- ---------------------------------- -------------------------------- ----------------------------
These condensed interim consolidated financial statements were
approved for issue by the
Board of Directors on May 29, 2023, and are signed on its behalf
by:
(Signed) "Adrian (Signed) "Olusegun
Coates" Lawson"
Director Director
The accompanying notes are an integral part of these condensed interim consolidated
financial statements.
CONDENSED INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE
LOSS
FOR THE THREE MONTHSED MARCH 31,
In United States dollars (unaudited)
-------------------------------------------------- --------------------- ------------------------------------------------ -----------------------
2023 2022
Note $ $
-------------------------------------------------- --------------------- ------------------------------------------------ -----------------------
Continuing operations (restated)
Revenue 3 40,287,830 24,865,482
------------------------------------------------ -----------------------
Production costs 3 (18,306,502) (8,219,530)
Transportation and refining 3 (342,291) (502,222)
Royalties 3 (768,282) (550,765)
Amortization and depreciation of operational
assets - owned assets 3 (6,893,372) (4,732,780)
Amortization and depreciation of operational
assets - right of use assets 3 (1,159,537) (1,158,255)
-------------------------------------------------- --------------------- ------------------------------------------------ -----------------------
Cost of sales (27,469,984) (15,163,552)
Loss on forward sale of commodity contracts (750,482) (294,922)
Gross profit from operations 12,067,364 9,407,008
-------------------------------------------------- --------------------- ------------------------------------------------ -----------------------
Amortization and depreciation - owned assets 3 (272,151) (271,837)
Amortization and depreciation - right of use
assets 3 (35,050) -
Other administration expenses 3 (4,054,939) (1,883,401)
Impairment of Exploration & Evaluation assets 13 (3,096) (2,701)
Profit from operations 7,702,128 7,249,069
-------------------------------------------------- --------------------- ------------------------------------------------ -----------------------
Interest expense (3,370,781) (3,758,131)
Net profit before income taxes 4,331,347 3,490,938
-------------------------------------------------- --------------------- ------------------------------------------------ -----------------------
Income Tax - -
Net profit for the period 4,331,347 3,490,938
-------------------------------------------------- --------------------- ------------------------------------------------ -----------------------
Attributable to:
Equity shareholders of the Company 4,331,347 3,490,938
Net profit for the period 4,331,347 3,490,938
-------------------------------------------------- --------------------- ------------------------------------------------ -----------------------
Other comprehensive profit
Foreign currency translation profit (loss) attributed
to
equity shareholders of the company 234,857 (800,528)
Total comprehensive income profit for the
period 4,566,204 2,690,410
-------------------------------------------------- --------------------- ------------------------------------------------ -----------------------
Net profit per share
Basic 16 $ 0.007 $ 0.005
Diluted 16 $ 0.007 $ 0.005
-------------------------------------------------- --------------------- ------------------------------------------------ -----------------------
The accompanying notes are an integral part of these condensed interim consolidated
financial statements
CONDENSED INTERIM
CONSOLIDATED
STATEMENT
OF CASH FLOWS
FOR THE THREE MONTHSED MARCH 31,
In United States
dollars (unaudited)
--------------------
Note 2023 2022
-------------------- ---------------------------- --------------------------------------------- ------------------------
(restated)
Cash flows
from/(used in):
Operating
Net profit $ 4,331,347 3,490,938
Adjustments for:
Impairment of
unproven mineral
interest 13 3,096 2,701
Amortization and
depreciation 3 8,360,110 5,004,617
Loss on forward sale
commodity contracts 750,482 294,923
Unrealized Foreign
exchange
(gains)/losses 3 (3,800,994) 865,075
Interest expense 3,370,781 3,752,766
13,014,822 13,411,020
Changes in non-cash
working capital
accounts
Inventory (5,179,546) 41,150
Receivables (19,567) (340,269)
Current prepaid 2,223,366 -
expenses, advances
and
deposits
Non-current prepaid 38,494 -
expenses, advances
and deposits
Accounts payable and
accrued liabilities 15,718,522 (5,663,278)
Deferred income (6,581,743) 6,204,508
Net cash flows from
operating
activities 19,214,348 13,653,131
-------------------- ---------------------------- --------------------------------------------- ------------------------
Investing
Restricted cash - 3,495,992
Purchase of
intangible assets 13 (6,733) (169)
Assets under 12 - -
construction
expenditures
Property, Plant &
Equipment 12 (14,453,933) (10,556,466)
Exploration &
Evaluation assets
expenditures 13 (1,054,802) (1,022,773)
Net cash flows used
in investing
activities (15,515,468) (8,083,416)
-------------------- ---------------------------- --------------------------------------------- ------------------------
Financing
Share subscriptions
received 15 - 919,162
(Repayment of) /
Proceeds from loans
and
borrowings 10 (3,533,772) (230,446)
Arrangement fees (126,874) -
paid
Interest paid 10 (1,059,954) (1,214,587)
Payment of lease
liabilities 7 (1,255,729) (1,213,678)
Net cash flows (used
in)/from financing
activities (5,976,329) (1,739,549)
-------------------- ---------------------------- --------------------------------------------- ------------------------
Effect of exchange
rates on cash 94,483 1,169,940
Net change in cash $ (2,182,966) 5,000,106
-------------------- ---------------------------- --------------------------------------------- ------------------------
Cash, beginning of
the period $ 6,688,037 1,276,270
-------------------- ---------------------------- --------------------------------------------- ------------------------
Cash, end of the
period $ 4,505,071 6,276,376
-------------------- ---------------------------- --------------------------------------------- ------------------------
The accompanying notes are an integral part of these condensed interim
consolidated financial statements
.
CONDENSED INTERIM CONSOLIDATED STATEMENTS
OF CHANGES IN EQUITY
In United
States dollars
(unaudited)
-------------- ---- ---------------------------- --------------------- ---------------------- ------------------------ ---------------------
Note Common shares Option Currency (Deficit)/ Total shareholders'
reserve translation Retained equity
reserve earnings
-------------- ---- ---------------------------- --------------------- ---------------------- ------------------------ ---------------------
Balance on
December 31,
2021 $ 79,027,183 $ 4,513,900 $ (2,889,510) $ (21,058,184) $ 59,593,389
Net profit for
the period - - - 3,490,938 3,490,938
Other
comprehensive
loss - - (800,528) - (800,528)
Total
comprehensive
profit
for the
period - - (800,528) 3,490,938 2,690,410
-------------- ---- ---------------------------- --------------------- ---------------------- ------------------------ ---------------------
Options
exercised 19 922,114 (1,058,446) - 1,058,446 922,114
Balance on
March 31,
2022
(restated) $ 79,949,297 $ 3,455,454 $ (3,690,038) $ (16,508,800) $ 63,205,913
-------------- ---- ---------------------------- --------------------- ---------------------- ------------------------ ---------------------
Balance on
December 31,
2022 $ 80,439,693 $ 3,351,133 $ (2,512,911) $ 5,503,524 $ 86,781,439
Net profit for
the period - - - 4,331,347 4,331,347
Other
comprehensive
income - - 234,857 - 234,857
Total
comprehensive
profit
for the
period - - 234,857 4,331,347 4,566,204
-------------- ---- ---------------------------- --------------------- ---------------------- ------------------------ ---------------------
Balance on
March 31,
2023 $ 80,439,693 $ 3,351,133 $ (2,278,054) $ 9,834,871 $ 91,347,643
-------------- ---- ---------------------------- --------------------- ---------------------- ------------------------ ---------------------
The accompanying notes are an integral part of these condensed interim consolidated
financial statements.
1. CORPORATE INFORMATION
Thor Explorations Ltd. (the "Company"), together with its subsidiaries (collectively, "Thor" or the "Group") is a West African focused gold producer and explorer, dually listed on the TSX-Venture Exchange (THX.V) and AIM Market of the London Stock Exchange (THX.L).
The Company was formed in 1968 and is organized under the Business Corporations Act ( British Columbia ) (BCBCA) with its registered office at 550 Burrard St, Suite 2900 Vancouver, BC, CA, V6C 0A3. The Company evolved into its current form in August 2011 following a reverse takeover and completed the transformational acquisition of its flagship Segilola Gold Project in Nigeria in August 2016.
2. BASIS OF PREPARATION a) Statement of compliance
These condensed interim consolidated financial statements ("interim financial statements") have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting, of International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS").
These interim financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2022, which have been prepared in accordance with IFRS.
These interim financial statements were authorized for issue by the Board of Directors on May 29, 2023.
b) Basis of measurement
These interim financial statements are presented in United States dollars ("US$").
These interim financial statements have been prepared on a historical cost basis, except for certain financial instruments that are measured at fair value at the end of each reporting period.
The Group's accounting policies have been applied consistently to all periods in the preparation of these interim financial statements. In preparing the Group 's interim financial statements for the three months ended March 31, 2023, the Group applied the critical judgments and estimates as disclosed in note 3 of its annual financial statements for the year ended December 31, 2022.
These interim financial statements include the accounts of the Company and its subsidiaries. Subsidiaries are entities controlled by the Company, which is defined as having the power over the entity, rights to variable returns from its involvement with the entity, and the ability to use its power to affect the amount of returns. All intercompany transactions and balances are eliminated on consolidation. The Company's subsidiaries at March 31, 2023 are consistent with the subsidiaries as at December 31, 2022 as disclosed in note 3 to the annual financial statements.
None of the new standards or amendments to standards and interpretations applicable during the period has had a material impact on the financial position or performance of the Group. The Group has not early adopted any standard, interpretation or amendment that was issued but is not yet effective.
c) Nature of operations and going concern
The Board of Directors have performed an assessment of whether the Company and Group would be able to continue as a going concern until at least May 2024. In their assessment, the Group has taken into account its financial position, expected future trading performance, its debt and other available credit facilities, future debt servicing requirements, its working capital and capital expenditure commitments and forecasts.
At March 31, 2023, the Group had a cash position of $4.5 million and a net debt position of $24.9 million, calculated as total debt adjusted for unamortized deferred financing charges less cash and cash equivalents and short-term investments. Cash flows from operating activities for the three months ended March 31, 2023 were inflows of $19.2 million.
The Directors have a reasonable expectation that the Group will have adequate resources to continue in operational existence for at least the next twelve months and that, as at the date of this report, there are no material uncertainties regarding going concern
The Board of Directors is satisfied that the going concern basis of accounting is an appropriate assumption to adopt in the preparation of the interim financial statements as at, and for the period ended March 31, 2023.
3. PROFIT FROM OPERATIONS
3a. REVENUE
Three Months Ended
March 31,
2023 2022
---------------- --- ----------- -----------
Gold revenue 40,244,057 24,849,962
Silver revenue 43,773 15,520
--------------------- ----------- -----------
$ 40,287,830 $ 24,865,482
-------------------- ----------- -----------
The Group`s revenue is generated in Nigeria. All sales are made to the Group`s only customer.
3b. COST OF SALES
Three Months Ended
March 31,
2023 2022
--------------------------------------------- ---- ------------ --- ------------
Mining 20,037,387 7,698,414
Processing 4,108,785 926,517
Support services and others 1,405,062 1,778,410
Foreign exchange (gains)/losses on
production costs* (7,244,732) (2,183,811)
Production costs $ 18,306,502 $ 8,219,530
Transportation and refining 342,291 502,222
Royalties 768,282 550,765
Amortization and depreciation - operational
assets - owned assets 6,893,372 4,732,780
Amortization and depreciation - operational
assets - right of use assets 1,159,537 1,158,255
--------------------------------------------------- ------------ --- ------------
Cost of sales 27,469,984 15,163,552
--------------------------------------------------- ------------ --- ------------
(* The total foreign exchange gain for the current period was $7,244,732, which comprises of realized foreign exchange gains of $3,443,738 and unrealized foreign exchange gains of $3,800,994. During the period, SROL purchased its local currency on a spot basis. The foreign exchange gains and losses from these trades are generated from the differences between the local currency values achieved on the trades versus the currency translation rate at the time of the trade.)
3c. AMORTISATION AND DEPRECIATION
Three Months Ended
March 31,
2023 2022
------------------------------------------------- ---- ---------- --- -------------
Amortization and depreciation - operational
assets - owned assets 6,893,372 4,732,780
Amortization and depreciation - operational
assets - right of use assets 1,159,537 1,158,255
Amortization and depreciation - owned
assets 272,151 271,837
Amortization and depreciation - right-of-use 35,050 -
assets
------------------------------------------------- ---- ---------- --- -------------
$ 8,360,110 $ 6,162,872
------------------------------------------------- ---- ---------- --- -------------
3d. OTHER ADMINISTRATION EXPENSES
Three Months Ended
March 31,
Note 2023 2022
--------------------------------- ----- --- ---------- --- ----------
Audit and legal 150,806 47,173
Bank charges 93,476 29,974
Consulting fees 503,400 324,354
Directors' fees 17 137,472 90,328
Investor relations and transfer
agent 126,887 111,226
Listing and filing fees 12,186 5,556
Camp costs 1,356,729 418,047
Office and miscellaneous 765,226 364,203
Salaries and benefits 693,299 325,986
Travel 215,458 166,554
--------------------------------- ----- --- ---------- --- ----------
$ 4,054,939 $ 1,883,401
--------------------------------- ----- --- ---------- --- ----------
4. INVENTORY
March 31, December 31,
2023 2022
------------------------------- --- ------------- --- -------------------
Plant spares and consumables $ 9,146,279 $ 4,751,922
Gold ore in stockpile 12,479,805 11,869,168
Gold in CIL 3,454,724 1,614,267
Gold Dore - 2,119,935
$ 25,080,808 $ 19,901,262
------------------------------- --- ------------- --- -------------------
There were no write downs to reduce the carrying value of inventories to net realizable value during the periods ended March 31, 2023 and 2022.
5. AMOUNTS RECEIVABLE
March 31, December 31,
2023 2022
--------------------- --- ---------- -------------
Accounts receivable $ 60,569 $ 67,084
GST 1,673 993
Other receivables 177,767 152,365
$ 240,009 $ 220,442
------------------------- ---------- -------------
The value of receivables recorded on the balance sheet is approximate to their recoverable value and there are no expected material credit losses.
6. PREPAID EXPENSES, ADVANCES AND DEPOSITS
March 31, December 31,
2022
2023
---------------------------------------- ---- ----------- --- -------------
Current:
Gold Stream liability arrangement fees 33,186 33,186
Advance deposits to vendors 163,012 9,625,204
Other prepayments 8,025,365 818,533
---------------------------------------------- ----------- --- -------------
$ 8,221,563 10,476,923
--------------------------------------------- ----------- --- -------------
Non-current:
Gold Stream liability arrangement fees - 74,667
Other prepayments 244,331 208,158
---------------------------------------------- ----------- --- -------------
$ 244,331 282,825
--------------------------------------------- ----------- --- -------------
Included in Advance deposits to vendors, are payment deposits towards key equipment, materials and spare parts, with longer lead times to delivery, which are of critical importance to maintain efficient operations of the mine and process plant. These were made to mitigate against price volatility and inflation currently affecting the sector.
7. LEASES
The Group accounts for leases in accordance with IFRS 16. The definition of a lease under IFRS 16 was applied only to contracts entered into or changed on or after January 1, 2019. The Group has elected not to recognize right-of-use assets and lease liabilities for leases which have low value, or short-term leases with a duration of 12 months or less. The payments associated with such leases are charged directly to the income statement on a straight-line basis over the lease term. There were no such leases for the periods ended March 31, 2023 and 2022.
Leases relate principally to corporate offices and the mining fleet at the Segilola mine. Corporate offices are depreciated over 5 years and mining fleet over the life of mine of Segilola.
The key impacts on the Statement of Comprehensive Income and the Statement of Financial Position for the period ended March 31, 2023, were as follows:
Right of Lease liability Income
use asset statement
----------------------------- --- ------------ ---------------- ------------
Carrying value December 31,
2022 $ 16,849,402 $ (15,409,285) $
New leases entered in to - - -
during the period
Depreciation (1,194,587) - (1,194,587)
Interest - (298,438) (298,438)
Lease payments - 1,255,729 -
Foreign exchange movement 12,835 (13,197) (13,197)
----------------------------------- ------------ ---------------- ------------
Carrying value at March 31,
2023 $ 15,667,650 $ (14,465,191) $ (1,506,222)
------------------------------ ------------ ---------------- ------------
Current liability (4,815,512)
Non-current liability (9,649,679)
----------------------------------- ------------ ---------------- ------------
The key impacts on the Statement of Comprehensive Loss and the Statement of Financial Position for the year ended December 31, 2022, were as follows:
Right of Lease liability Income
use asset statement
----------------------------- --- ------------ ---------------- ------------
Carrying value December 31,
2021 $ 20,843,612 $ (18,274,374) $ -
New leases entered in to
during the period 660,064 (660,064) -
Depreciation (4,724,100) - (4,724,100)
Interest - (1,052,329) (1,052,329)
Lease payments - 4,882,786 -
Foreign exchange movement 69,826 (305,304) (305,304)
----------------------------------- ------------ ---------------- ------------
Carrying value at December
31, 2022 $ 16,849,402 $ (15,409,285) $ (6,081,733)
------------------------------ ------------ ---------------- ------------
Current liability (4,811,991)
Non-current liability (10,597,294)
----------------------------------- ------------ ---------------- ------------
8. GOLD STREAM LIABILITY
Gold stream liability
March 31, December 31,
2023 2022
------------------------------------------- --- ------------ --- -------------
Balance at Beginning of period $ 25,039,765 $ 30,262,279
Repayments (2,940,730) (11,534,441)
Interest at the effective interest rate 1,408,952 6,311,927
Balance at End of period $ 23,507,987 $ 25,039,765
------------------------------------------- --- ------------ --- -------------
Current liability 9,979,413 10,187,630
------------------------------------------------ ------------ --- -------------
Non-current liability 13,528,574 14,852,135
------------------------------------------------ ------------ --- -------------
On April 29, 2020, the Group announced the closing of project financing for its flagship Segilola Gold Project ("Segilola") in Osun State, Nigeria. The financing included a $21 million gold stream upfront deposit ("the Prepayment") over future gold production at Segilola under the terms of a Gold Purchase and Sale Agreement ("GSA") entered into between the Group's wholly owned subsidiary SROL and the AFC. The Prepayment is secured over the shares in SROL as well as over SROL's assets and is not subject to interest. The initial term of the GSA is for ten years with an automatic extension of a further ten years. The AFC will receive 10.27% of gold production from the Segilola ML41 mining license until the $21 million Prepayment has been repaid in full. Thereafter, the AFC will continue to receive 10.27% of gold production from material mined within the ML41 mining license until a further $26.25 million is received, representing a total money multiple of 2.25 times the value of the Prepayment, at which point the GSA will terminate. The AFC are not entitled to receive an allocation of gold production from material mined from any of the Group's other gold tenements under the terms of the GSA.
The $26.25 million represented interest on the Prepayment. A calculation of the implied interest rate was made as at drawdown date with interest being apportioned over the expected life of the Stream Facility. The principal input variables used in calculating the implied interest rate and repayment profile were the production profile and gold price. The future gold price estimates were based on market forecast reports for the years 2021 to 2025 and, the production profile was based on the latest life of mine plan model. The liability was to be re-estimated on a periodic basis to include changes to the production profile, any extension to the life of mine plan and movement in the gold price. Upon commencement of production, any change to the implied interest rate will be expensed through the Condensed Interim Consolidated Statement of Income (Loss).
In December 2021, the Group entered into a cash settlement agreement with the AFC where the gold sold to the AFC is settled in a net-cash sum payable to the AFC instead of delivery of bullion in repayment of the gold stream arrangement.
The following table represents the Group's loans and borrowings measured and recognised at fair value.
Level Level 2 Level 3 Total
1
---------------------------- --- ------- --------- ----------- -----------
Financial liability at
fair value through profit
or loss $ - - 23,507,987 23,507,987
---------------------------- --- ------- --------- ----------- -----------
The liabilities included in the above table are carried at fair value through profit and loss.
9. LOANS AND BORROWINGS
March 31, December
31, 2022
2023
------------------------------------------------- ---- ----------- --- -----------
Current liabilities:
Loans payable to the Africa Finance Corporation
less than 1 year $ 10,828,365 $ 356,155
Deferred element of EPC contract 962,431 531,986
$ 11,790,796 888,141
------------------------------------------------------ ----------- --- -----------
Non-current liabilities:
Loans payable to the Africa Finance Corporation
more than 1 year $ 13,429,381 $ 24,103,784
Deferred element of EPC contract 2,762,303 3,150,729
------------------------------------------------------- ----------- --- -----------
$ 16,191,684 $ 27,254,513
------------------------------------------------------ ----------- --- -----------
Loans from the Africa Finance Corporation
March 31, December 31,
2022
2023
--------------------------------------- ---- ----------- --- --------------
Balance at Beginning of period $ 24,459,939 $ 46,859,966
Drawdown - -
Principal repayments (526,538) (24,220,764)
Arrangement fees (126,874) -
Interest paid (986,800) (4,645,014)
Unwinding of interest in the period 1,438,019 6,465,751
Foreign exchange movement - -
--------------------------------------- ---- ----------- --- --------------
Balance at End of period $ 24,257,746 $ 24,459,939
--------------------------------------- ---- ----------- --- --------------
Current liability 10,828,365 356,155 --------------------------------------------- ----------- --- -------------- Non-current liability 13,429,381 24,103,784 --------------------------------------------- ----------- --- --------------
On December 1, 2020, the Group announced that its subsidiary Segilola Resources Operating Limited ("SROL") had completed the financial closing of a $54 million project finance senior debt facility ("the Facility") from the Africa Finance Corporation ("AFC") for the construction of the Segilola Gold Project in Nigeria. The Facility could be drawn down at the Group's request in minimum disbursements of $5 million. As at December 31, 2022, SROL has received total disbursements of $52.6 million (2021: $52.6 million), with $nil drawn down in 2022 (2021: $31.2 million) and the remaining $1.35m undrawn facility cancelled by the Group during the period under review (2021: $nil). Total disbursements received represent 97% of the Facility. The Facility is secured over the share capital of SROL and its assets, with repayments commencing in March 2022 and to conclude in March 2025.
Repayment of the aggregate Facility will be made in instalments over a 36-month period by repaying an amount on a series of repayment dates, as set out in the Facility Agreement, which reduces the amount of the outstanding aggregate Facility by the amount equal to the relevant percentage of Loans borrowed as at the close of business in London on the date of Financial Close. Interest accrues at SOFR plus 9% and is payable on a quarterly basis in arrears.
In conjunction with the granting of the Facility, Thor issued 33,329,480 bonus shares to the AFC. Thor also incurred transaction costs of $4,663,652 in relation to the loan facility. The fair value of the liability at inception was determined at $45,822,943 taking into account the transaction costs and equity component and recognized at amortized cost using an effective rate of interest, with the fair value of the shares issued in April 2020 of $5,666,011 recognized within equity.
On 31 January 2023, the Group entered into an agreement with the AFC amending the terms of its senior debt facility.
The amended facility removes the project finance cash sweep requirement and allows for free distributions from SROL (subject to a 20% distribution sweep to the senior debt facility), as well as releasing the Group from restrictions regarding acquisitions, distribution of dividends and certain indebtedness covenants. The payment timetable was also re-scheduled to reallocate a higher percentage of the repayments to a later period in the Facility's term.
Deferred payment facility on EPC contract for the construction of the Segilola Gold Mine
The Group has constructed its Segilola Gold Mine through an engineering, procurement, and construction contract ("EPC Contract"). The EPC Contract has been agreed on a lump sum turnkey basis which provides Thor with a fixed price of $67.5 million for the full delivery of design, engineering, procurement, construction, and commissioning of the proposed 715,000 ton per annum gold ore processing plant.
The EPC Contract includes a deferred element ("the Deferred Payment Facility") of 10% of the fixed price. As at March 31, 2023, a total of $2,762,303 (December 31, 2022: $3,682,715) was deferred under the facility. The 10% deferred element is repayable in instalments over a 36-month period by repaying an amount on a series of repayment dates, as set out in the Deferred Payment Facility. Repayments commenced in March 2022 and will conclude in 2025. Interest on this element of the EPC deferred facility accrues at 8% per annum from the time the Facility taking-over Certificate was issued.
March 31, December
31, 2022
2023
---------------------------------------- --- ----------- --- ------------
Balance at beginning of period $ 3,682,715 $ 6,210,090
Offset against EPC payment - 440,263
Principal repayments (66,504) (3,440,449)
Interest paid (73,154) -
Unwinding of interest in the period 181,677 472,811
Balance period end $ 3,724,734 $ 3,682,715
---------------------------------------- --- ----------- --- ------------
Current liability 962,431 531,986
--------------------------------------------- ----------- --- ------------
Non-current liability 2,762,303 3,150,729
--------------------------------------------- ----------- --- ------------
10. RECONCILIATION OF LIABILITIES ARISING FROM FINANCING ACTIVITIES
March 31, 2023 Gold stream AFC loan EPC deferred Total
liability facility
------------------------------ --- ------------ ----------- ------------- ------------
January 1, 2023 $ 25,039,765 24,459,939 3,682,715 53,182,419
Cash flows:
(Repayment of) / Proceeds
from loans and borrowings (2,940,730) (526,538) (66,504) (3,533,772)
Arrangement fees - (126,874) - (126,874)
Interest paid - (986,800) (73,154) (1,059,954)
Non-cash changes:
Unwinding of interest
in the year 1,408,952 1,438,019 181,677 3,028,648
March 31, 2023 $ 23,507,987 24,257,746 3,724,734 51,490,467
------------------------------ --- ------------ ----------- ------------- ------------
December 31, 2022 Gold stream Short AFC loan EPC deferred Total
liability term advance facility
------------------------------ --- ------------- -------------- ------------- ------------- -------------
January 1, 2022 $ 30,262,279 668,570 46,859,966 6,210,090 84,000,905
Cash flows:
(Repayment of) / Proceeds
from loans and borrowings (11,534,441) (668,570) (24,220,764) (3,440,449) (39,864,224)
Interest paid - - (4,645,014) - (4,645,014)
Non-cash changes:
Unwinding of interest
in the year 6,311,927 - 6,465,751 472,811 13,250,489
Offset against EPC
payment - - - 440,263 440,263
December 31, 2022 $ 25,039,765 - 24,459,939 3,682,715 53,182,419
------------------------------ --- ------------- -------------- ------------- ------------- -------------
11. PROVISIONS
March 31, 2023 Fleet demobilization
costs Restoration
Other costs Total
---------------------------- ---- -------- --------------------- -------------- ----------
Balance at Beginning
of period $ 18,157 $ 173,442 $ 4,768,039 $ 4,959,638
Initial recognition - - - -
of provision
Changes in estimates - -
Unwinding of discount - - 11,701 11,701
Foreign exchange movements 397 - - 397
---------------------------------- -------- --------------------- -------------- ----------
Balance at period end $ 18,554 $ 173,442 $ 4,779,740 $ 4,971,736
---------------------------- ---- -------- --------------------- -------------- ----------
Current liability - - - -
---------------------------- ---- -------- --------------------- -------------- ----------
Non-current liability 18,554 173,442 4,779,740 4,971,736
---------------------------------- -------- --------------------- -------------- ----------
December 31, 2022 Fleet demobilization
costs Restoration
Other costs Total
---------------------------- ---- -------- --------------------- -------------- ----------
Balance at Beginning
of period $ - $ 173,241 $ 5,064,935 $ 5,238,176
Initial recognition
of provision 18,415 - - 18,415
Changes in estimates - - (404,859) (404,859)
Unwinding of discount - 201 107,963 108,164
Foreign exchange movements (258) - - (258)
---------------------------------- -------- --------------------- -------------- ----------
Balance at period end $ 18,157 $ 173,442 $ 4,768,039 $ 4,959,638
---------------------------- ---- -------- --------------------- -------------- ---------- Current liability - - - - ---------------------------- ---- -------- --------------------- -------------- ---------- Non-current liability 18,157 173,442 4,768,039 4,959,638 ---------------------------------- -------- --------------------- -------------- ----------
The restoration costs provision is for the site restoration at Segilola Gold Project in Osun State Nigeria. The value of the above provision is measured by unwinding the discount on expected future cash flows using a discount factor that reflects the credit-adjusted risk-free rate of interest. It is expected that the restoration costs will be paid in US dollars, and as such US forecast inflation rates of 2.9% and the interest rate of 4% on 5-year US bonds were used to calculate the expected future cash flows, which are in line with the life of mine. The provision represents the net present value of the best estimate of the expenditure required to settle the obligation to rehabilitate environmental disturbances caused by mining operations at mine closure.
The fleet demobilization costs provision is the value of the cost to demobilize the mining fleet upon closure of the mine.
12. PROPERTY, PLANT AND EQUIPMENT
A summary of depreciation capitalized is as follows:
Three months ended Total depreciation
March 31, Capitalized
-------------------------- --- ----------------------- ------------------------------
December December
2022 2021 31, 2022 31, 2022
------------------------------ --------- -------- ---------- ----------
Exploration expenditures 55,718 23,418 676,070 620,352
------------------------------- --------- -------- ---------- ----------
Total $ 55,718 $ 23,418 $ 676,070 $ 620,352
-------------------------- --- --------- -------- ---------- ----------
a) Segilola Project, Osun Nigeria:
Classification of Expenditure on the Segilola Gold Project
On January 1, 2022, the Group achieved Commercial Production at the Segilola Gold Project in Nigeria ("the Project") Upon achieving Commercial Production, the Assets under Construction was reclassified within Property, Plant and Equipment, and transferred to Mining Asset, Processing Plant and Decommissioning Asset.
Decommissioning Asset
The decommissioning asset relates to estimated restoration costs at the Group's Segilola Gold Mine as at March 31, 2023. Refer to Note 11 for further detail.
EPC payments
During the three-month period ended March 31, 2023, the Group paid $8,732,752 (December 31, 2022: $4,321,856) to the EPC contractor in relation to the construction of the Segilola Mine and processing plant.
13. INTANGIBLE ASSETS
The Group's exploration and evaluation assets costs are as follows:
Central
Douta Houndé Exploration
Gold Project, Project, licenses,
Senegal Burkina Faso Nigeria Software Total
---------------------- ------------------ --------------------- ---------------- ------------- ------------------
Balance, December
31, 2021 $14,219,982 $ - $ 895,301 $230,136 $15,345,419
---------------------- ------------------ --------------------- ---------------- ------------- ------------------
Acquisition costs - - 24,103 - 24,103
Exploration costs 3,745,803 12,014 1,693,863 - 5,451,680
Additions - - - 43,599 43,599
Amortisation - - - (122,988) (122,988)
Impairment - (12,014) - - (12,014)
Foreign exchange
movement (1,427,912) - (70,679) - (1,498,591)
---------------------- ------------------
Balance, December
31, 2022 $16,537,873 $ - $ 2,542,588 $150,747 $19,231,208
---------------------- ------------------ --------------------- ---------------- ------------- ------------------
Acquisition costs - - - - -
Exploration costs 749,926 3,096 348,301 - 1,101,323
Additions - - - 6,733 6,733
Amortisation - - - (28,561) (28,561)
Impairment - (3,096) - - (3,096)
Foreign exchange
movement 263,121 - 147,763 - 410,884
---------------------- ------------------
Balance, March 31,
2023 $17,550,920 $ - $ 3,038,652 $128,919 $20,718,491
---------------------- ------------------ --------------------- ---------------- ------------- ------------------
a) Douta Gold Project, Senegal:
The Douta Gold Project consists of an early-stage gold exploration license located in southeastern Senegal, approximately 700km east of the capital city Dakar.
The Group is party to an option agreement (the "Option Agreement") with International Mining Company ("IMC"), by which the Group has acquired a 70% interest in the Douta Gold Project located in southeast Senegal held through African Star SARL.
Pursuant to the terms of the Option Agreement, IMC's 30% interest will be a "free carry" interest until such time as the Group announces probable reserves on the Douta Gold Project (the "Free Carry Period"). Following the Free Carry Period, IMC must either elect to sell its 30% interest to African Star at a purchase price determined by an independent valuer commissioned by African Star or fund its 30% share of the exploration and operating expenses.
b) Central Houndé Project, Burkina Faso: (i) Bongui and Legue gold permits, Burkina Faso:
AFC Constelor SARL holds a 100% interest in the Bongui and Legue gold permits covering an area of approximately 233 km(2) located within the Houndé belt, 260 km southwest of the capital Ouagadougou, in western Burkina Faso.
(ii) Ouere Permit, Central Houndé Project, Burkina Faso:
Argento BF SARL holds a 100% interest in the Ouere gold permit, covering an area of approximately 241 km(2) located within the Houndé belt.
The three permits together cover a total area of 474km(2) over the Houndé Belt which form the Central Houndé Project.
The Group carried out an impairment assessment of the Central Houndé Project at December 31, 2020, and a decision was taken to fully impair the value of the Central Houndé Project. It is the Group's intention to focus on Segilola development and Douta exploration in the short term, and it does not plan to undertake significant work on the license areas in the near future.
c) Exploration Licenses, Nigeria
The high grade Segilola gold deposit is located on the major regional shear zone that extends for several hundred kilometers through the gold-bearing Ilesha schist belt (structural corridor) of Nigeria. The Group's gold exploration tenure currently comprises 16 wholly owned exploration licenses and nine joint venture partnership exploration licenses. Together with the mining lease over the Segilola Gold Deposit, Thor's total gold exploration tenure amounts to 1,542 km(2). The Group's exploration strategy includes further expansion of its Nigerian land package as and when attractive new licenses become available.
14. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
March 31, December 31,
2023 2022
----------------------- --- -------------------- --------------------
Trade payables $ 51,912,663 $ 46,914,333
Accrued liabilities 6,273,782 6,213,977
Other payables 2,368,903 3,208,979
---------------------------- -------------------- --------------------
$ 60,555,348 $ 56,337,289
--------------------------- -------------------- --------------------
Current liability 60,555,348 56,337,289
---------------------------- -------------------- --------------------
Non-current liability - -
---------------------------- -------------------- --------------------
Accounts payable and accrued liabilities are classified as financial liabilities and approximate their fair values.
Included in trade payables is a balance of $1,463,353 due to our EPC contractor (December 31, 2022: $10,196,105). The total EPC amount has been finalized with our EPC contractor, and this balance has been paid at the date of release of these interim financial statements.
Also included in trade payables is a total of $805,801 (2021: $$2,215,585) that relates to third party royalties that will become payable upon future gold sales. All these royalties' creditors are included in current liabilities.
The following table represents the Group's trade payables measured and recognized at fair value.
Level Level 2 Level Total
1 3
------------------------ --- ------- --------- -------- --------
Trade payables
Third party royalties $ - - 805,801 805,801
------------------------ --- ------- --------- -------- --------
15. CAPITAL AND RESERVES
a) Authorized
Unlimited common shares without par value.
b) Issued
March 31, March 31, December December
31, 31,
2023 2023 2022 2022
Number Number
----------------------------- ------------ ----------- ------------ -----------
As at start of the
year 644,696,185 $ 80,439,693 632,358,009 $ 79,027,183
Issue of new shares:
- Share options exercised
i - - 9,939,000 960,546
- RSU awards vested
ii - - 2,399,176 451,964
644,696,185 $ 80,439,693 644,696,185 $ 80,439,693
----------------------------- ------------ ----------- ------------ -----------
i Value of 9,250,000 options exercised at a price of CAD$0.12 per share and 289,000 options exercised at a price of CAD$0.145 per share, both on January 19, 2022, and 400,000 options exercised at a price of CAD$0.145 per share on December 13, 2022.
ii Value of 2,399,176 RSU awards that were granted and vested on October 11, 2022, at a deemed price of CAD$0.26 per share.
c) Share-based compensation
Stock option plan
The Group has granted directors, officers and consultants share purchase options. These options were granted pursuant to the Group's stock option plan.
Under the current Share Option Plan, 44,900,000 common shares of the Group are reserved for issuance upon exercise of options.
-- On January 16, 2020, 14,250,000 stock options were granted at an exercise price of C$0.20 per share for a period of five years. The options vested immediately.
-- On October 5, 2018, 750,000 stock options were granted at an exercise price of C$0.14 per share for a period of five years.
-- On March 12, 2018, 12,800,000 stock options were granted at an exercise price of C$0.145 per share for a period of five years. 689,000 of these stock options were exercised during 2022.
All of the stock options were vested as at the balance sheet date. These options did not contain any market conditions and the fair value of the options were charged to the statement of comprehensive loss or capitalized as to assets under construction in the period where granted to personnel's whose cost is capitalized on the same basis. The assumptions inherent in the use of these models are as follows:
Vesting First Expected Risk Exercise Volatility Fair Options Options Expiry period vesting remaining free price of share value vested granted (years) date life (years) rate price --------- ----------- -------------- ------ --------- ----------- ------- ----------- ----------- ----------- 5 12/03/2018 0.21 2.00% $ 0.145 105.09% $0.14 12,111,000 12,111,000 15/06/2023 5 05/10/2018 0.52 2.43% $ 0.14 100.69% $0.14 750,000 750,000 05/10/2023 5 16/01/2020 1.80 1.49% $ 0.20 66.84% $0.07 14,250,000 14,250,000 16/01/2025
In Canadian Dollars
The Group has elected to measure volatility by calculating the average volatility of a collection of three peer companies' historical share prices for the exercising period of each parcel of options. Management believes that given the transformational change that the Group has undergone since the acquisition of the Segilola Gold Project in August 2016, the Group's historical share price is not reflective of the current stage of development of the Group, and that adopting the volatility of peer companies who have advanced from exploration to development is a more accurate measure of share price volatility for the purpose of options valuation.
The following is a summary of changes in options from January 1, 2023, to March 31, 2023, and the outstanding and exercisable options at March 31, 2023:
In Canadian Dollars
The following is a summary of changes in options from January 1, 2022, to December 31, 2022, and the outstanding and exercisable options at December 31, 2022:
In Canadian Dollars
d) Nature and purpose of equity and reserves
The reserves recorded in equity on the Group's statement of financial position include 'Reserves,' 'Currency translation reserve,' 'Retained earnings' and 'Deficit.'
'Option reserve' is used to recognize the value of stock option grants prior to exercise or forfeiture.
'Currency translation reserve' is used to recognize the exchange differences arising on translation of the assets and liabilities of foreign branches and subsidiaries with functional currencies other than US dollars.
'Deficit' is used to record the Group's accumulated deficit.
'Retained earnings' is used to record the Group's accumulated earnings.
16. EARNINGS PER SHARE
Diluted net earnings per share was calculated based on the following:
March 31, March 31,
2023 2022
------------------------------------------- --- ------------ --- ------------
Basic weighted average number of shares
outstanding 644,696,185 635,508,743
------------------------------------------------ ------------ --- ------------
Stock options 10,747,624 -
Diluted weighted average number of shares
outstanding 655,443,809 635,508,743
Total common shares outstanding 644,696,185 641,897,009
Total potential diluted common shares 671,597,185 669,198,009
17. RELATED PARTY DISCLOSURES
A number of key management personnel, or their related parties, hold or held positions in other entities that result in them having control or significant influence over the financial or operating policies of the entities outlined below.
a) Trading transactions
The Africa Finance Corporation ("AFC") is deemed to be a related party given the size of its shareholding in the Company. There have been no other transactions with the AFC other than the Gold Stream liability as disclosed in Note 8, and the secured loan as disclosed in Note 9.
b) Compensation of key management personnel
The remuneration of directors and other members of key management during the three months ended March 31, 2023, and 2022 were as follows:
Three months ended
March 31,
2023 2022
Salaries
Current directors and
officers (i) (ii) $ 236,662 $161,487
Former directors and
officers $ - $36,818
Directors' fees
Current directors and
officers (i) (ii) $ 137,472 $90,328
$ 374,134 $288,633
(i) Key management personnel were not paid post-employment benefits, termination benefits, or other long-term benefits during the three months ended March 31, 2023, and 2022.
(ii) The Group paid consulting and director fees to both individuals and private companies controlled by directors and officers of the Group for services. Accounts payable and accrued liabilities at March 31, 2023, include $nil (December 31, 2022 - $102,092) due to directors or private companies controlled by an officer and director of the Group. Amounts due to or from related parties are unsecured, non-interest bearing and due on demand.
18. FINANCIAL INSTRUMENTS
The Group's financial instruments are classified as follows:
March 31, 2023 Measured at amortized Measured Total
cost at fair value
through profit
and loss
--------------------------- --- ---------------------- ---------------- --------------
Assets
Cash and cash equivalents $ 4,505,071 - 4,505,071
Amounts receivable 240,009 - 240,009
-------------------------------- ---------------------- ---------------- ------------
Total assets $ 4,745,080 - 4,745,080
--------------------------- --- ---------------------- ---------------- ------------
Liabilities
Accounts payable
and accrued liabilities $ 59,749,547 805,801 60,555,348
Loans and borrowings 27,982,480 - 27,982,480
Gold stream liability - 23,507,987 23,507,987
Lease liabilities 14,465,191 - 14,465,191
-------------------------------- ---------------------- ---------------- ------------
Total liabilities $ 102,197,218 24,313,788 126,511,006
--------------------------- --- ---------------------- ---------------- ------------
December 31, 2022 Measured at amortized Measured at Total
cost fair value
through profit
and loss
--------------------------- --- ---------------------- ---------------- --------------
Assets
Cash and cash equivalents $ 6,688,037 - 6,688,037
Amounts receivable 220,442 - 220,442
-------------------------------- ---------------------- ---------------- ------------
Total assets $ 6,908,479 - 6,908,479
--------------------------- --- ---------------------- ---------------- ------------
Liabilities
Accounts payable
and accrued liabilities $ 54,121,704 2,215,585 56,337,289
Loans and borrowings 28,142,654 - 28,142,654
Gold stream liability - 25,039,765 25,039,765
Lease liabilities 15,409,285 - 15,409,285
-------------------------------- ---------------------- ---------------- ------------
Total liabilities $ 97,673,643 27,255,350 124,928,993
--------------------------- --- ---------------------- ---------------- ------------
The fair value of these financial instruments approximates their carrying value.
As noted above, the Group has certain financial liabilities that are held at fair value. The fair value hierarchy establishes three levels to classify the inputs to valuation techniques to measure fair value:
Classification of financial assets and liabilities
Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2 - inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices); and
Level 3 - inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs).
As at March 31, 2023 and December 31, 2022, all the Group`s liabilities measured at fair value through profit and loss are categorized as Level 3 and their fair value was determined using discounted cash flow valuation models, taking into account assumptions with respect to gold prices and discount rates as well as estimates with respect to production and operating results for the Segilola mine.
19. CAPITAL MANAGEMENT
The Group manages, as capital, the components of shareholders' equity. The Group's objectives, when managing capital, are to safeguard its ability to continue as a going concern in order to develop and its mineral interests through the use of capital received via the issue of common shares and via debt instruments where the Board determines that the risk is acceptable and, in the shareholders' best interest to do so.
The Group manages its capital structure, and makes adjustments to it, in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust its capital structure, the Group may attempt to issue common shares, borrow, acquire or dispose of assets or adjust the amount of cash.
20. CONTRACTUAL COMMITMENTS AND CONTINGENT LIABILITIES
Contractual Commitments
The Group has no contractual obligations that are not disclosed on the Condensed Interim Consolidated Statement of Financial Position.
Contingent liabilities
The Group is involved in various legal proceedings arising in the ordinary course of business. Management has assessed these contingencies and determined that, in accordance with International Financial Reporting Standards, all cases are considered remote. As a result, no provision has been made in the interim financial statements for any potential liabilities that may arise from these legal proceedings.
Although the Group believes that it has valid defenses in these matters, the outcome of these proceedings is uncertain, and there can be no assurance that the Group will prevail in these matters. The Group will continue to assess the likelihood of any loss, the range of potential outcomes, and whether or not a provision is necessary in the future, as new information becomes available.
Based on the information available, the Group does not believe that the outcome of these legal proceedings will have a material adverse effect on the financial position or results of operations of the Group. However, there can be no assurance that future developments will not materially affect the Group's financial position or results of operations.
21. SEGMENTED DISCLOSURES
Segment Information
The Group's operations comprise three reportable segments, being the Segilola Mine Project, Exploration Projects, and Corporate.
Three months ended Segilola Exploration Corporate Total
March 31, 2023 Mine Project Projects
Profit(loss) for the
period $ 4,662,903 $(163,572) $(167,984) $4,331,347
-revenue 40,287,830 - - 40,287,830
-consulting fees (331,033) (117,869) (54,497) (503,400)
-salaries and benefits (317,453) - (375,846) (693,299)
-depreciation owned
assets (7,153,854) (2,168) (9,501) (7,165,523)
-impairments - (3,096) - (3,096)
-interest expense (3,370,781) - - (3,370,781)
March 31, 2023 Segilola Exploration Corporate Total
Mine Project Projects
Current assets $36,084,549 $42,251 $1,920,651 $38,047,451
Non-current assets
Deferred income tax
assets - 89,061 - 89,061
Prepaid expenses, advances
and deposits 33,186 - 211,145 244,331
Right-of-use assets 15,072,816 - 594,834 15,667,650
Property, plant and
equipment 147,367,956 537,791 157,654 148,063,401
Intangible assets 128,919 20,589,572 - 20,718,491
Total assets $198,687,426 $21,258,675 $2,884,284 $222,830,385
Non-current asset additions $10,527,299 $2,612,033 $1,337,066 $14,476,398
Liabilities $(127,519,042) $(1,465,503) $(2,498,197) $(131,482,742)
Non-current assets by geographical location:
British
Virgin United
Senegal Islands Nigeria Kingdom Canada Total
March 31, 2023
Prepaid expenses,
advances and deposits - 5,619 33,185 205,527 - 244,331
Right-of-use assets - - 15,072,816 594,834 - 15,667,650.00
Property, plant
and equipment 396,218 - 147,520,674 141,699 4,810 148,063,401
Intangible assets 11,452,918 - 9,265,573 - - 20,718,491
Total non-current
assets $11,849,136 $5,619 $171,892,248 $942,060 $4,810 $184,693,873
Three months ended Segilola Exploration Corporate Total
March 31, 2022 Mine Project Projects
Profit (loss) for the
period $ 4,634,699 $(60,571) $(1,083,190) $3,490,938
- revenue 24,865,482 - - 24,865,482
- consulting fees (137,835) (30,174) (156,345) (324,354)
- salaries and benefits (37,913) - (288,073) (325,986)
- depreciation owned
assets (5,000,920) (2,234) (1,463) (5,004,617)
- impairments - (2,701) - (2,701)
- interest expense (3,758,131) - - (3,758,131)
December 31, 2022 Segilola Exploration Corporate Total
Mine Project Projects
Current assets $36,334,005 $120,752 $831,907 $37,286,664
Non-current assets
Deferred income tax
assets - 87,797 - 87,797
Prepaid expenses, advances
and deposits 74,667 - 208,158 282,825
Right-of-use assets 16,232,353 - 617,049 16,849,402
Property, plant and
equipment 149,050,728 339,785 123,404 149,513,917
Intangible assets 150,747 19,080,461 - 19,231,208
Total assets $201,842,500 $19,628,795 $1,780,518 $223,251,813
Non-current asset additions $10,527,299 $2,612,033 $1,337,066 $14,476,398
Non-current assets by geographical location:
British
Virgin United
December 31, 2022 Senegal Islands Nigeria Kingdom Canada Total
Prepaid expenses,
advances and deposits - 7,024 74,667 201,134 - 282,825
Right-of-use assets - - 16,232,354 617,048 - 16,849,402.00
Property, plant
and equipment 176,645 - 149,230,320 101,491 5,461 149,513,917
Intangible assets 10,704,623 - 8,526,585 - - 19,231,208
Total non-current
assets 10,881,268 7,024 174,468,785 919,673 5,461 185,877,352
22. PRIOR PERIOD RESTATEMENT
Following the conclusion of the audited consolidated financial statements for the year ended December 31, 2022, the Group identified the restatements below for the Three-month period ended March 31, 2022:
1 - Capitalization of $2,983,318 of stripping costs within "Property, Plant and equipment" as these related to improved access to ore as determined by "IFRIC 20 - Stripping Costs in the Production Phase of a Surface Mine";
2 - Capitalization of $307,147 of near mine exploration costs within "Intangible assets" as these meet the definition of an asset in accordance with "IFRS 6 - Exploration for and Evaluation of Mineral Resources";
3 - Reclassification of $5,891,035 of amortization and depreciation of operational assets to "Cost of sales";
4 - Reclassification of $2,183,811 of foreign exchange gains to "Production costs" as the foreign exchange resulted from the purchase of raw materials, spare parts and other operational inputs required to support and maintain the Segilola mine operations; and
5 - Reclassification of $3,495,992 of restricted cash cashflows from "Net cash flows from operating activities" to "Net cash flows used in investing activities".
Therefore, in accordance with "IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors", the Condensed interim consolidated statements of financial position, Condensed interim consolidated statements of comprehensive income and Condensed interim consolidated statements of cash flows for the three-month period ended March 31, 2022 have been restated. The impact of the restatements on these statements is demonstrated below:
Condensed interim consolidated statements of financial position
Condensed interim consolidated statements of comprehensive income
Condensed interim consolidated statements of cash flows
23. SUBSEQUENT EVENTS
EPC Contract
As of the date of these Interim financial statements, the Group has made all outstanding due payments in relation to the EPC contract. At March 31, 2023, this amounted to US$1,463,353.
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