EX-99.1 2 avrupaq32022_fs.htm INTERIM FINANCIAL STATEMENTS Avrupa Financial Statements

 

 

Picture 1 

 

 

 

AVRUPA MINERALS LTD.

 

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

 

FOR THE NINE MONTHS ENDED

 

SEPTEMBER 30, 2022 AND 2021

 

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

AVRUPA MINERALS LTD.

 

 

Contents

 

 

Page

 

 

Notice of no Auditor Review of Interim Financial Statements

3

 

 

Condensed Consolidated Interim Statements of Financial Position

4

 

 

Condensed Consolidated Interim Statements of Comprehensive Loss

5

 

 

Condensed Consolidated Interim Statements of Changes in Shareholders’

Equity (Deficiency)

6

 

 

Condensed Consolidated Interim Statements of Cash Flows

7

 

 

Notes to the Condensed Consolidated Interim Financial Statements

8 – 26

 

 

410 – 325 Howe Street, Vancouver, BC V6C 1Z7 T: (604) 687-3520 F: 1 (888) 889-4874     

 

 

 

 

 

 

 

 

 

 

 

NOTICE OF NO AUDITOR REVIEW OF

 

INTERIM FINANCIAL STATEMENTS

 

 

Under National Instrument 51-102, Part 4, subsection 4.3 (3) (a), if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that an auditor has not reviewed the financial statements.

 

The accompanying unaudited interim 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 Chartered Professional Accountants of Canada for a review of interim financial statements by an entity’s auditor.

 

 

 

 

 

 

 

 

 

 

 

AVRUPA MINERALS LTD.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION

(Presented in Canadian Dollars)

 

 

Note

September 30,

2022

 

December 31,

2021

 

 

(Unaudited)

 

 

(Audited)

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

Cash

 

$

345,535

 

$

139,164

Prepaid expenses and advances

 

 

9,954

 

 

245

Due from optionees

5

 

28,540

 

 

12,751

Advance from related party

9

 

12,454

 

 

 

VAT receivables

 

 

7,384

 

 

1,769

Other receivables

 

 

8,021

 

 

7,226

 

 

 

411,888

 

 

161,155

Non-current assets

 

 

 

 

 

 

Property deposits

6

 

1,338

 

 

1,439

Tax deposits

6

 

41,201

 

 

41,201

Exploration and evaluation assets

5

 

167,920

 

 

167,920

Equipment

4

 

2,878

 

 

2,090

Investment in PorMining

5

 

765

 

 

765

Advances to Akkerman Finland OY

7

 

282,400

 

 

-

Deposit – Akkerman Finland OY

7

 

-

 

 

14,155

Investment in Akkerman Finland OY

7

 

231,032

 

 

-

 

 

 

727,534

 

 

227,570

 

 

 

 

 

 

 

Total assets

 

$

1,139,422

 

$

388,725

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

87,790

 

$

130,019

Due to related parties

9

 

134,705

 

 

671,019

Current portion of long-term loan

10

 

-

 

 

2,524

 

 

 

222,495

 

 

803,562

 

 

 

 

 

 

 

Shareholders' equity/(deficiency)

 

 

 

 

 

 

Share capital

8

 

10,990,255

 

 

9,994,487

Reserves

8

 

7,626,417

 

 

6.980.564

Deficit

 

 

(17,699,745)

 

 

(17,389,888)

 

 

 

916,927

 

 

(414,837)

 

 

 

 

 

 

 

Total shareholders' equity/(deficiency) and liabilities

 

$

1,139,422

 

$

388,725

 

These consolidated financial statements are authorized for issue by the Board of Directors on November 22, 2022. They are signed on the Company's behalf by:

 

/s/Paul W. Kuhn

 

 

/s/Mark T. Brown

Director

 

Director

 

See notes to the condensed consolidated interim financial statements

 

 

 

 

 

 

 

 

 

 

 

AVRUPA MINERALS LTD.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

FOR THE NINE MONTHS ENDED SEPTEMBER 30

(Unaudited, Presented in Canadian Dollars)

 

 

 

Three months ended

September 30

 

Nine months ended

September 30

 

 

 

 

 

 

Note

2022

2021

 

2022

2021

 

 

 

 

 

 

 

 

 

 

 

Mineral exploration expenses

 

 

 

 

 

 

 

 

 

 

Mineral exploration expenses

5

$

38,346

$

11,090

 

$

58,737

$

22,354

Reimbursements from optionee

5

 

(139,517)

 

(96,184)

 

 

(306,698)

 

(379,353)

 

 

 

101,171

 

85,094

 

 

247,961

 

356,999

General administrative expenses

 

 

 

 

 

 

 

 

 

 

Bank charges

 

 

106

 

94

 

 

538

 

521

Consulting fees, wages and benefits

9

 

41,449

 

41,901

 

 

124,300

 

125,346

Depreciation

 

 

867

 

298

 

 

1,437

 

2,599

Investor relations

 

 

31,350

 

23,930

 

 

76,120

 

110,969

Listing and filing fees

 

 

79

 

89

 

 

14,881

 

7,068

Office and administrative fees

 

 

3,076

 

6,264

 

 

7,205

 

12,321

Professional fees

9

 

20,491

 

16,434

 

 

136,757

 

66,758

Rent

9

 

3,654

 

2.550

 

 

8,754

 

7,650

Share-based payment

9

 

-

 

-

 

 

98,123

 

-

Transfer agent fees

 

 

2,001

 

1,094

 

 

12,720

 

9,630

Travel

 

 

3,703

 

93

 

 

5,900

 

385

 

 

 

(106,776)

 

(92,747)

 

 

(486,735)

 

(343,247)

Other items

 

 

 

 

 

 

 

 

 

 

Foreign exchange gain (loss)

 

 

(69)

 

(2)

 

 

17,698

 

61

Interest income and other income

 

 

1,065

 

-

 

 

1,692

 

-

Loss on investment in Akkerman

Finland OY

7

 

(39,142)

 

-

 

 

(90,473)

 

-

 

 

 

(38,146)

 

(2)

 

 

(71,083)

 

61

 

 

 

 

 

 

 

 

 

 

 

Net Income (loss) for the period

 

 

(43,751)

 

(7,655)

 

 

(309,857)

 

13,813

Exchange difference arising on the translation of foreign subsidiaries

 

 

(629)

 

136

 

 

 

(26,636)

 

(4,457)

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income (loss) for the period

 

$

(44,380)

$

(7,519)

 

$

(336,493)

$

9,356

Basic earnings (loss) per share

11

$

(0.00)

$

(0.00)

 

$

(0.01)

$

0.00

Diluted earnings (loss) per share

11

$

(0.00)

 

(0.00)

 

 

(0.00)

 

0.00

 

 

 

 

 

 

 

 

 

 

 

 

See notes to the condensed consolidated interim financial statements

 

 

 

 

 

 

 

 

 

 

 

AVRUPA MINERALS LTD.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS’ (DEFICIENCY)

(Presented in Canadian Dollars)

 

 

Share capital

 

Reserves

 

 

 

Number of shares

Amount

 

Warrants

Finder’s options

Equity-settled employee benefits

Exchange

Subtotal

Deficit

Total shareholders' (deficiency) / equity

 

 

 

 

 

 

 

 

 

 

 

Balance as at December 31, 2020 (Audited)

32,738,087

$  9,994,879

 

$  5,405,052

$  277,893

$  1,298,472

$     7,258

$  6,988,675

$  (17,383,891)

$   (400,337)

Share issues:

 

 

 

 

 

 

 

 

 

 

Share issue costs

-

(392)

 

-

-

-

-

-

-

(392)

Comprehensive income

-

-

 

-

-

-

(4,457)

(4,457)

13,813

9,356

Balance as at September 30, 2021 (Unaudited)

32,738,087

9,994,487

 

5,405,052

277,893

1,298,472

2,801

6.984,218

(17,370,078)

(391,373)

Comprehensive loss

-

-

 

-

-

-

(3,654)

(3,654)

(19,810)

(23,464)

Balance as at December 31, 2021 (Audited)

32,738,087

9,994,487

 

5,405,052

277,893

1,298,472

(853)

6,980,564

(17,389,888)

(414,837)

Share issues:

 

 

 

 

 

 

 

 

 

 

Shares issued for private placement

16,666,667

695,475

 

554,525

-

-

-

554,525

-

1,250,000

Share issue costs

-

(80,257)

 

-

19,841

-

-

19,841

-

(60,416)

Shares issued for debt settlement

3,800,000

285,000

 

-

-

-

-

-

-

285,000

Shares issued for investment in Akkerman Finland OY

1,470,000

95,550

 

-

-

-

-

-

-

95,550

Share-based payment

-

-

 

-

-

98,123

-

98,123

-

98,123

Comprehensive loss

-

-

 

-

-

-

(26,636)

(26,636)

(309,857)

(336,493)

Balance as at September 30, 2022 (Unaudited)

54,674,754

$ 10,990,255

 

$  5,959,577

$  297,734

$  1,396,595

$(27,489)

$  7,626,417

$  (17,699,745)

$     916,927

 

See notes to the condensed consolidated interim financial statements

 

 

 

 

 

 

 

 

 

 

 

AVRUPA MINERALS LTD.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30

(Unaudited, Presented in Canadian Dollars)

 

 

 

Nine months ended September 30

 

 

2022

2021

 

 

 

 

 

 

Cash flows from operating activities

 

 

 

 

 

Net income (loss) for the period

 

$

(309,857)

$

13,813

Items not involving cash:

 

 

 

 

 

Depreciation

 

 

1,437

 

2,599

Loss on investment in Akkerman Finland OY

 

 

90,473

 

-

Share-based payment

 

 

98,123

 

-

Changes in non-cash working capital items:

 

 

 

 

 

VAT receivables

 

 

(5,615)

 

4,353

Due from optionees

 

 

(15,789)

 

37,666

Advance to related party

 

 

(12,454)

 

-

Prepaid expenses and advances

 

 

(9,709)

 

54,514

Other receivables

 

 

(795)

 

7,556

Accounts payable and accrued liabilities

 

 

(42,229)

 

(24,658)

Accounts payable owed by optionees

 

 

-

 

(61,249)

Due from/to related parties

 

 

(251,314)

 

(74,077)

Exchange difference arising on the translation of foreign subsidiaries

 

 

(26,594)

 

(4,681)

 

 

 

 

 

 

Net cash used in operating activities

 

 

(484,323)

 

(44,164)

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

Investment in Akkerman Finland OY

 

 

(211,800)

 

-

Advance to Akkerman Finland OY

 

 

(282,400)

 

-

Purchase of equipment

 

 

(4,690)

 

(5,578)

 

 

 

 

 

 

Net cash used in investing activities

 

 

(498,890)

 

(5,578)

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

Proceeds from issuance of common shares

 

 

1,250,000

 

-

Share issue costs

 

 

(60,416)

 

(2,197)

 

 

 

 

 

 

Net cash provided by (used in) financing activities

 

 

1,189,584

 

(2,197)

 

 

 

 

 

 

Change in cash for the period

 

 

206,371

 

(51,939)

Cash, beginning of the period

 

 

139,164

 

205,238

Cash, end of the period

 

$

345,535

$

153,299

 

Supplemental disclosure with respect to cash flows (Note 13)

 

See notes to the condensed consolidated interim financial statements

 

 

 

 

 

 

 

 

 

 

 

AVRUPA MINERALS LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

(Unaudited, Presented in Canadian Dollars)

 

1.NATURE OF OPERATIONS AND CONTINUANCE OF OPERATIONS 

 

Avrupa Minerals Ltd. (the “Company”) was incorporated on January 23, 2008 under the Business Corporations Act of British Columbia and its registered office is Suite 2610 – 1066 West Hastings Street, Vancouver, BC, Canada, V6E 3X1. The Company changed its name on July 7, 2010 and began trading under the symbol “AVU” on the TSX Venture Exchange (the “Exchange”) on July 14, 2010. On September 20, 2012, the Company listed in Europe on the Frankfurt Stock Exchange under the trading symbol “8AM”. The Company is primarily engaged in the acquisition and exploration of mineral properties in Europe.

 

These condensed consolidated interim financial statements have been prepared on the basis that the Company will continue as a going concern, which assumes that the Company will be able to meet its commitments, continue operations and realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. There are material uncertainties that cast significant doubt about the appropriateness of the going concern assumption.

 

If the Company is to advance or develop its mineral properties further, it will be necessary to obtain additional financing and while it has been successful in the past, there can be no assurance that it will be able to do so in the future. Failure to raise sufficient funds would result in the Company’s inability to make future required property payments, which would result in the loss of those property options.

 

These financial statements do not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses and statement of financial position classifications that would be necessary were the going concern assumption inappropriate, and these adjustments could be material.

 

2.BASIS OF PREPARATION 

 

a)Statement of compliance  

 

These condensed consolidated interim financial statements, including comparatives, have been prepared in accordance with International Accounting Standard 34 “Interim Financial Reporting” (“IAS 34”) using accounting policies consistent with IFRS issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”).

 

b)Basis of preparation 

 

These condensed consolidated interim financial statements have been prepared on a historical cost basis except for financial instruments that have been measured at fair value.  In addition, these condensed consolidated interim financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

 

The preparation of these condensed consolidated interim financial statements in conformity with IAS 34 requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses.  Actual results may differ from these estimates.  These condensed consolidated interim financial statements do not include all of the information required for full annual financial statements.

 

These condensed consolidated interim financial statements, including comparatives, have been prepared on the basis of IFRS standards that are published at the time of preparation.

 

 

 

 

 

 

 

 

 

 

 

AVRUPA MINERALS LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

(Unaudited, Presented in Canadian Dollars)

 

3.SIGNIFICANT ACCOUNTING POLICIES 

 

These unaudited condensed consolidated interim financial statements have been prepared in accordance with IFRS as issued by the IASB on a basis consistent with those followed in the Company’s most recent annual financial statements for the year ended December 31, 2021.  

 

These unaudited condensed consolidated interim financial statements do not include all note disclosures required by IFRS for annual financial statements, and therefore should be read in conjunction with the annual financial statements for the year ended December 31, 2021. In the opinion of management, all adjustments considered necessary for fair presentation of the Company’s financial position, results of operations and cash flows have been included. Operating results for the nine-month period ended September 30, 2022 are not necessarily indicative of the results that may be expected for the current fiscal year ending December 31, 2022.

 

4.EQUIPMENT 

 

 

 

 

Furniture and other equipment

Vehicles

Other assets

Total

 

Cost

 

 

 

 

 

 

As at January 1, 2021

 

$     124.225

$       41,985

$       23,295

$    189,505

 

Additions during the year

 

257

-

-

257

 

Exchange adjustment

 

(9,687)

(3,273)

(1,816)

(14,776)

 

As at December 31, 2021

 

114,795

38,712

21,479

174,986

 

Additions during the period

 

2,343

 

 

2,343

 

Exchange adjustment

 

(8,041)

(2,712)

(1,504)

(12,257)

 

As at September 30, 2022

 

$     109,097

$       36,000

$       19,975

$    165,072

 

 

 

 

 

 

 

 

Accumulated depreciation

 

 

 

 

 

 

As at January 1, 2021

 

$     120,677

$       40,237

$       23,295

$    184,209

 

Depreciation for the year

 

1,481

1,662

-

3,143

 

Exchange adjustment

 

(9,453)

(3,187)

(1,816)

(14,456)

 

As at December 31, 2021

 

112,705

38,712

21,479

172,896

 

Depreciation for the period

 

1,437

-

-

1,437

 

Exchange adjustment

 

(7,923)

(2,712)

(1,504)

(12,139)

 

As at September 30, 2022

 

$     106,219

$       36,000

$      19,975

$   162,194

 

 

 

 

 

 

 

 

Net book value

 

 

 

 

 

 

As at January 1, 2021

 

$         3,548

$         1,748

$                -

$       5,296

 

As at December 31, 2021

 

$         2,090

$                 -

$                -

$       2,090

 

As at September 30, 2022

 

$         2,878

$                 -

$                -

$       2.878

 

 

 

 

 

 

 

 

 

 

 

AVRUPA MINERALS LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

(Unaudited, Presented in Canadian Dollars)

 

5.EXPLORATION AND EVALUATION ASSETS AND MINERAL EXPLORATION EXPENSES  

 

 

 

Portugal

 

Kosovo

 

Others

 

 

 

 

Alvalade

Others

 

Slivovo

Others

 

 

 

Total

Exploration and evaluation assets

 

 

 

 

 

 

 

 

 

 

Acquisition costs

 

 

 

 

 

 

 

 

 

 

As of January 1, 2022

 

$     167,920

$                -

 

$                -

$                -

 

$                -

 

$      167,920

As of September 30, 2022

 

$     167,920

$                -

 

$                -

$                -

 

$                -

 

$      167,920

 

 

 

 

 

 

 

 

 

 

 

Mineral exploration expenses for the period ended September 30, 2022

 

 

 

 

 

 

 

 

 

 

Concession fees and taxes

 

$                -

$                -

 

$        8,544

$                -

 

$                -

 

$          8,544

Geological salaries and consulting

 

16,857

-

 

19,682

-

 

-

 

36,539

Insurance

 

696

-

 

-

-

 

-

 

696

Office and administrative fees

 

6

-

 

635

-

 

-

 

641

Rent

 

-

-

 

7,369

-

 

-

 

7,369

Site costs

 

2

-

 

818

-

 

-

 

820

Travel

 

1,199

-

 

2,929

-

 

-

 

4,128

Reimbursements from optionee

 

(258,937)

-

 

(47,761)

-

 

-

 

(306,698)

 

 

$  (240,177)

$                -

 

$    (7,784)

$                -

 

$                -

 

$   (247,961)

Cumulative mineral exploration expenses since acquisition

 

 

 

 

 

 

 

 

 

 

Assaying

 

$                -

$                -

 

$     297,975

$      65,936

 

$ 10,846.00

 

$      374,757

Concession fees and taxes

 

361,864

693,608

 

20,383

206,975

 

4

 

1,282,834

Depreciation

 

17,178

98,722

 

-

-

 

-

 

115,900

Drilling

 

610,197

472,513

 

1,180,217

-

 

-

 

2,262,927

Geological salaries and consulting

 

6,554,672

6,317,147

 

139,483

720,879

 

12,359

 

13,744,540

Geology work

 

-

32,377

 

891,582

402,515

 

364,525

 

1,690,999

Insurance

 

25,318

52,112

 

14,604

15,007

 

-

 

107,041

Legal and accounting

 

1,020

1,244

 

58,158

13,958

 

-

 

74,380

Office and administrative fees

 

253,956

279,739

 

80,858

101,624

 

68,446

 

784,623

Rent

 

606,084

596,896

 

36,063

88,221

 

20,560

 

1,347,824

Report

 

-

-

 

24,232

-

 

-

 

24,232

Site costs

 

194,205

244,377

 

185,945

194,582

 

8,865

 

827,974

Travel

 

240,866

247,277

 

63,036

22,478

 

15,326

 

588,983

Trenching and road work

 

-

-

 

34,339

-

 

-

 

34,339

Reimbursements from optionee

 

(8,871,709)

(4,890,826)

 

(2,882,747)

(45,158)

 

-

 

(16,690,440)

 

 

$     (6,349)

$  4,145,186

 

$     144,128

$  1,787,017

 

$     500,931

 

$   6,570,913

 

 

 

 

 

 

 

 

 

 

 

AVRUPA MINERALS LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

(Unaudited, Presented in Canadian Dollars)

 

5. EXPLORATION AND EVALUATION ASSETS AND MINERAL EXPLORATION EXPENSES

 

 

 

 

Portugal

 

 

Kosovo

 

Germany

 

Others

 

Total

 

 

Alvito

Alvalade

Others

 

Slivovo

Others

 

 

 

 

 

Exploration and evaluation assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquisition costs

 

 

 

 

 

 

 

 

 

 

 

 

 

As of January 1, 2021

 

$                -

$     167,920

$                -

 

$               1

$                -

 

$                -

 

$                -

 

$      167,920

As of December 31, 2021

 

$                -

$     167,920

$                -

 

$                -

$                -

 

$                -

 

$                -

 

$      167,920

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mineral exploration expenses for the year ended December 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

Concession fees and taxes

 

$                -

$                -

$                -

 

$                -

$                -

 

$                -

 

$                -

 

$                 -

Geological salaries and consulting

 

-

22,203

-

 

-

-

 

-

 

-

 

22,203

Insurance

 

-

449

-

 

-

-

 

-

 

-

 

449

Legal and accounting

 

-

-

-

 

-

-

 

-

 

-

 

-

Office and administrative fees

 

-

-

-

 

-

-

 

-

 

-

 

-

Rent

 

-

-

-

 

-

-

 

-

 

-

 

-

Site costs

 

-

-

-

 

-

-

 

-

 

-

 

-

Travel

 

-

2,300

-

 

-

-

 

-

 

-

 

2,300

Reimbursements from optionee

 

-

(483,950)

-

 

-

-

 

-

 

-

 

(483,950)

 

 

$                -

$   (458,998)

$                -

 

$                 -

$                 -

 

$                -

 

$                -

 

$   (458,998)

Cumulative mineral exploration expenses since acquisition

 

 

 

 

 

 

 

 

 

 

 

 

 

Assaying

 

$                -

$                -

$                -

 

$     297,975

$       65,936

 

$       10,846

 

$                -

 

$      374,757

Concession fees and taxes

 

147,900

361,864

545,708

 

11,839

206,975

 

4

 

-

 

1,274,290

Depreciation

 

7,191

17,178

91,531

 

-

-

 

-

 

-

 

115,900

Drilling

 

472,513

610,197

-

 

1,180,217

-

 

-

 

-

 

2,262,927

Geological salaries and consulting

 

1,624,824

6,537,815

4,692,323

 

119,801

720,879

 

12,359

 

-

 

13,708,001

Geology work

 

-

-

32,377

 

891,582

402,515

 

223,619

 

140,906

 

1,690,999

Insurance

 

5,683

24,622

46,429

 

14,604

15,007

 

-

 

-

 

106,345

Legal and accounting

 

177

1,020

1,067

 

58,158

13,958

 

-

 

-

 

74,380

Office and administrative fees

 

43,699

253,950

236,040

 

80,223

101,624

 

5,255

 

63,191

 

783,982

Rent

 

188,804

606,084

408,092

 

28,694

88,221

 

-

 

20,560

 

1,340,455

Report

 

-

-

-

 

24,232

-

 

-

 

-

 

24,232

Site costs

 

71,452

194,203

172,925

 

185,127

194,582

 

-

 

8,865

 

827,154

Travel

 

75,625

239,667

171,652

 

60,107

22,478

 

-

 

15,326

 

584,855

Trenching and road work

 

-

-

-

 

34,339

-

 

-

 

-

 

34,339

Reimbursements from optionee

 

(2,149,344)

(8,612,772)

(2,741,482)

 

(2,834,986)

(45,158)

 

-

 

-

 

(16,383,742)

 

 

$     488,524

$     233,828

$  3,656,662

 

$     151,912

$  1,787,017

 

$     252,083

 

$     248,848

 

$   6,818,874

 

 

 

 

 

 

 

 

 

 

 

AVRUPA MINERALS LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

(Unaudited, Presented in Canadian Dollars)

 

5.EXPLORATION AND EVALUATION ASSETS AND MINERAL EXPLORATION EXPENSES (Continued) 

 

Portugal

 

Licenses have varying required work commitments and carry a 3% Net Smelter Return (“NSR”) payable to the government of Portugal.

 

Alvalade:

 

On November 19, 2019, the Company and MAEPA (collectively the “Company”) and Minas de Aguas Teñidas, S.A. (“MATSA”) and its wholly-owned subsidiary EUL (collectively “MATSA”) entered into an Earn-In Joint Venture Agreement (the “Agreement”) in respect of the Alvalade project. Pursuant to the Agreement, PorMining, Unipessoal Lda. (“PorMining”) was incorporated on December 17, 2019 to hold assets and develop mineral rights (both as defined) and EUL can earn up to an 85% interest in PorMining. The earning of this interest, subsequent arrangements that may be entered into to explore the assets and, if warranted, the development of one or more projects are referred to as the “Transaction”.

 

On March 27, 2020, MAEPA and EUL entered into a Quota Transfer Agreement pursuant to which MAEPA split its 100% interest in the share capital of PorMining into two quotas, representing 51% and 49% of the company’s share capital, and sold the 51% quota to EUL for the nominal value of €510.

 

On March 27, 2020, the Company, MAEPA, MATSA and EUL entered into the PorMining Lda. Shareholders’ Agreement (the “Agreement”). Pursuant to the Agreement:

 

·PorMining has five directors. From the effective date until the second option exercise date, three will be nominated by EUL and two by MAEPA. Thereafter, four will be nominated by EUL and one will be nominated by MAEPA. Upon the occurrence of the 51/49 Phase and thereafter, EUL is entitled to nominate three directors and MAEPA two directors. In the event of dilution of the interest of EUL or MAEPA, each will be entitled to proportional representation (as described) equal to its then interest;  

·In the event that EUL and/or MAEPA wish to sell or transfer their shares in PorMining, PorMining has a right of first refusal to purchase all or a portion of the shares. To the extent that PorMining does not exercise its right of first refusal to all of the shares, each of EUL and/or MAEPA has a right of first refusal; and 

·The Agreement will terminate at such time as there is a final decision regarding the dissolution and liquidation of PorMining, the parties mutually agree on the termination of the Agreement or as provided for under the Earn-In Joint Venture Agreement. 

 

The effective date of the Transaction is the date that PorMining receives (received on June 15, 2020) the mineral rights in its name from the General Directorate of Energy and Geology of Portugal (“DGEG”). The Transaction is comprised of the following phases:

 

·Phase I – First Option (completed); 

·Phase II – Second Option; 

·51/49 Phase; and 

·Phase III – Development and Operation 

 

 

 

 

 

 

 

 

 

 

 

AVRUPA MINERALS LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

(Unaudited, Presented in Canadian Dollars)

 

5.EXPLORATION AND EVALUATION ASSETS AND MINERAL EXPLORATION EXPENSES (Continued) 

 

Alvalade: (Continued)

 

Phase I – First Option

 

During Phase I, MAEPA granted EUL the sole and exclusive right to hold an undivided 51% interest in PorMining (the first option) for at least three years from the effective date or the issue (issued on June 15, 2020) of the Experimental Exploitation License (the “EEL”) by DGEG to PorMining. EUL’s right to maintain its 51% interest is conditional upon MATSA:

 

·Paying €400,000 to the Company on or before the effective date (€200,000 was received in December 2019 and the remaining €200,000 was received in June 2020); 

·Funding or providing the necessary financial instrument to cover the guarantee, which will be returned to MATSA following the release of the guarantee by DGEG (funded €100,000 in June 2020); and 

·Funding expenditures (the first option expenditures) on the mineral rights in an aggregate amount of €2,400,000 (€1,200,000 within the first 12 months following the effective date [met] and €1,200,000 in the next 24 months [met]) on or before three years from the effective date or the issue of the EEL. 

 

Effectively in March 2022, MATSA completed the Phase I First Option by funding a total of €2,500,000 on the Alvalade project, including the €100,000 guarantee with DGEG, and EUL unconditionally earned the 51% interest in PorMining.

 

During Phase I, MAEPA acted as the operator of the mineral rights with PorMining paying MAEPA an operator’s fee equal to €100,000 per year, paid monthly starting June 16, 2020, funded by MATSA and which formed part of the first option expenditures.

 

In all other phases, PorMining will be the operator unless it appoints another person to act as operator. The operator is responsible for developing and submitting work programs to the technical committee or the board of directors for consideration and approval and to implement work programs when approved according to the approved budget. The technical committee is comprised of two representatives from each of EUL and MAEPA and will be in effect until the first option exercise date. Thereafter, the board of directors will make all decisions with respect to the mineral rights.  

 

Upon the completion of Phase I, MATSA and PorMining continued with having MAEPA acting as the operator and PorMining continued paying the operator’s fee.  During the nine months ended September 30, 2022, MAEPA received €75,000 ($102,345) operator’s fee where the fund was included in reimbursements from optionee.

 

 

 

 

 

 

 

 

 

 

 

AVRUPA MINERALS LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

(Unaudited, Presented in Canadian Dollars)

 

5.EXPLORATION AND EVALUATION ASSETS AND MINERAL EXPLORATION EXPENSES (Continued) 

 

Alvalade: (Continued)

 

Phase II – Second Option

 

Phase II commences on the first option exercise date and continues until the first to occur of the second option exercise date and the termination of the second option. On the first option exercise date, the Company will grant EUL the sole and exclusive right and option to acquire an additional 34% (for an aggregate 85% interest) in PorMining (the second option). EUL’s right to exercise the second option is conditional on MATSA satisfying the second option conditions as follows:

 

·Preparing, funding and delivering to PorMining a feasibility study on the mineral rights within five years of the issuance of the EEL or, provided that DGEG grants an extension to all or part of the EEL, the time period for when the second option conditions must be met shall be extended to a maximum of two additional years, for a total of seven years after the issuance of the original EEL; 

·Making proper application for a mining license before the end of the term of the EEL; and 

·Making all progress payments to Antofagasta as set out in the Debt Cancellation Agreement dated June 12, 2017 as follows: 

 

oUS$250,000 within 60 days after the date of a news release announcing a NI 43-101 compliant technical report having been completed and with results as defined; 

oUS$500,000 within 60 days after the date of a news release announcing completion of a feasibility study with results as defined; 

oUS$500,000 on the one-year anniversary of the date of the news release announcing the feasibility study noted above; 

oUS$750,000 within 60 days of the commencement of commercial production; 

oUS$750,000 on the one-year anniversary of commencement of commercial production; 

oUS$750,000 on the second anniversary of commencement of commercial production; and 

oUS$750,000 on the third anniversary of commencement of commercial production. 

 

The satisfaction of the second option conditions is solely at MATSA’s discretion and MATSA may elect to terminate the second option at any time by delivering notice (the second option termination notice) to the Company. If the second option is terminated, EUL will be entitled to retain its 51% interest in PorMining, plus an additional 1% interest for every €735,294 of expenditures funded during Phase II and the 51/49 Phase will commence.

 

Upon MATSA satisfying the second option conditions, EUL automatically earns an additional 34% interest in PorMining for an aggregate interest of 85%.

 

During Phase II, EUL will fund 100% of all maintenance payments and approved work programs.

 

As of September 30, 2022, MATSA funded €353,000 on the Alvalade project in Phase II – Second Option. Subsequently, MATSA funded €125,000 on the Alvalade project in Phase II.

 

51/49 Phase

 

The 51/49 Phase commences on termination of the second option and continues until the deemed conversion of the interest of a party to a royalty. During the 51/49 Phase, PorMining will remain the operator subject to the terms of the Agreement and the shareholders’ agreement and the activities of the parties with respect to the mineral rights will continue to be governed by the shareholder’s agreement.  

 

 

 

 

 

 

 

 

 

 

 

AVRUPA MINERALS LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

(Unaudited, Presented in Canadian Dollars)

 

5.EXPLORATION AND EVALUATION ASSETS AND MINERAL EXPLORATION EXPENSES (Continued) 

 

Alvalade: (Continued)

 

If at any time after the 51/49 Phase has commenced EUL’s interest is reduced to below 10% as a result of dilution calculations, its interest will be deemed to be converted to a 1.5% royalty, which royalty shall only be payable up to a maximum total payment of €13,000,000 after which it will no longer be applicable. Upon conversion to the royalty, EUL will have no further rights or interest in respect of the assets under the Agreement or the shareholders’ agreement except for the royalty and the termination provisions apply.  

 

If at any time during the 51/49 Phase MAEPA’s interest is reduced to 15% as a result of dilution calculations, then its interest will be deemed to be converted to a 15% “carried interest” following which MAEPA will not be required to contribute to any further work programs and will not be subject to any further dilution until such time as a feasibility study has been prepared, at which point Phase III will have been deemed to have commenced and MAEPA will have to sell the option.

 

During the 51/49 Phase, the parties will fund the maintenance payments and contribute to the costs of any approved work and/or development programs in proportion to their proportionate share.

 

Phase III – Development and Operation

 

Phase III commences on the second option exercise date and continues until the deemed conversion of the interest of a party to a royalty. Within 90 days of the commencement of Phase III, the Company will transfer its 15% interest in PorMining to MATSA in consideration for €10,000,000 to be paid as follows:

 

·€3,000,000 upon a construction decision being made by PorMining and all permits having been received from DGEG; 

·€3,000,000 upon commencement of commercial production; and 

·€4,000,000 upon the first anniversary of commencement of commercial production.  

 

During Phase III, the parties will contribute their respective pro rata share of all approved work programs and budgets.

 

If at any time after Phase III has commenced MAEPA’s interest is reduced to below 10% as a result of dilution calculations, its interest will be deemed to be converted to a 1.5% royalty as described above for EUL.

 

 

 

 

September 30, 2022

 

December 31, 2021

 

 

 

 

 

 

 

Due from optionees

 

 

 

 

 

Alvalade - PorMining

$            28,540

 

$            12,751

 

 

 

$            28,540

 

$            12,751

 

 

 

 

 

 

 

 

 

 

 

AVRUPA MINERALS LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

(Unaudited, Presented in Canadian Dollars)

 

5.EXPLORATION AND EVALUATION ASSETS AND MINERAL EXPLORATION EXPENSES (Continued) 

 

Kosovo

 

Slivova (formerly Slivovo) license:

 

Byrnecut International Limited (“Byrnecut”) earned an 85% interest in the Slivovo property after forwarding $2,834,986 (€2,000,000) for the Slivovo property to the Company and completing a Preliminary Feasibility Study (“PFS”) by April 10, 2017. Byrnecut and the Company set up a joint venture entity known as Peshter Mining J.S.C. (“Peshter Mining”) to reflect the 85:15 ownership and transferred the Slivovo license into Peshter Mining with Byrnecut being the operator. Avrupa’s interest in Peshter Mining was subsequently diluted to below 10%, resulting in the Company’s interest in Peshter Mining being converted into a 2% Net Smelter Return.

 

On December 31, 2019, the Company wrote down its interest in Slivovo by $143,154 to $1 as the Company was in negotiations with the Kosovo Mining Bureau, along with Byrnecut and Peshter Mining as to how to possibly extend the life of this license.  During fiscal 2020, Byrnecut decided not to proceed with advancing Slivovo.  Rather than dropping the license and potentially allowing a third party to stake the open land, Innomatik Exploration Kosovo LLC (“IEK”), Byrnecut and Peshter Mining entered into a binding term sheet (the “TS”) whereby the parties set out the terms on which Peshter Mining would surrender the existing tenements, thereby enabling IEK to apply, as sole beneficial owner, for one or more tenements over the entirety of the tenement area. The license was officially released back to the government. In March 2021, the Company incorporated a wholly-owned subsidiary, AVU Kosova LLC, to apply for a new Slivovo exploration permit. In May 2022, the Company received a seven-year exploration permit known as the Slivova license.

 

As consideration for Byrnecut ensuring that Peshter Mining complies with its obligations under the TS, IEK must pay to Byrnecut milestone cash payments totaling €375,000 and milestone gold payments totaling 850 troy ounces of gold as follows:

 

Cash

 

·€125,000 within 30 days of the first to occur of the completion of a positive bankable feasibility study or the board of directors of IEK making a decision to proceed with the development of a commercial mining operation in respect of all or any part of the tenement area; 

·€125,000 within 30 days of issue of a mining license in respect of all or any party of the tenement area; and 

·€125,000 within 30 days of commencement of construction of a mine within the tenement area.  

 

Gold

 

·100 troy ounces within 30 days of commencement of commercial production (“CCP”); 

·175 troy ounces within 30 days of the one-year anniversary of CCP; 

·250 troy ounces within 30 days of the two-year anniversary of CCP; and 

·325 troy ounces within 30 days of the three-year anniversary of CCP. 

 

On August 24, 2022, the Company and Western Tethyan Resources (“WTR”) entered into an Option Agreement (the “Agreement”) in respect of the Slivova project. WTR is a private exploration company and is 75% owned by London AIM-listed Ariana Resources PLC. Pursuant to the Agreement, WTR can earn up to an 85% interest in the Slivova project. The terms of the Agreement are:

 

 

 

 

 

 

 

 

 

 

 

AVRUPA MINERALS LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

(Unaudited, Presented in Canadian Dollars)

 

5.EXPLORATION AND EVALUATION ASSETS AND MINERAL EXPLORATION EXPENSES (Continued) 

 

Kosovo

 

Slivova (formerly Slivovo) license:

 

 

Date/Period

Expenditures

Option Payment

Earn-in %

 

On September 1, 2022

(Effective Date)

None

€35,000 (received)

 

 

On or before March 1, 2023

€100,000 (of which €25,000 must be funded within the first 3 months)

None

 

 

On March 1, 2023

None

€35,000

 

 

On or before September 1, 2023

€150,000

€30,000

 

 

On or before September 1, 2024

€650,000

None

51% (Stage 1)

 

On or before September 1, 2025

€1,000,000

None

75% (Stage 2)

 

During fourth and fifth year from the Effective Date (Stage 3), WTR must complete the Environmental Impact Study (“EIS”), Feasibility Study (“FS”), and Mining License application to earn-in 85% interest in the project.

 

During Stage 4, WTR will complete success payments to previous JV partner, Byrnecut (see “TS” above).

 

During Stage 5, the Company will participate in the mine build or dilute to 1% Net Smelter Return (“NSR”).

 

6. PROPERTY DEPOSITS / TAX DEPOSITS 

 

Property deposits:

 

As of September 30, 2022, the Company had a total of $1,338 (€1,000) (December 31, 2021: $1,439 (€1,000)) of cash pledged for its exploration licenses in Portugal.  The advances to the Portuguese regulatory authorities are refundable to the Company, subject to completion of the work obligations described in the exploration license applications.

 

Tax deposits:

 

In November 2018, MAEPA paid €56,505 ($88,201) in lieu of bank guarantees of €77,918 ($121,625) to the Directora de Finanças de Braga in Portugal. This amount was comprised of €51,920 ($81,044) in respect of stamp tax and €4,585 ($7,157) in respect of VAT. The stamp tax portion relates to the interpretation that intercompany advances received by MAEPA are financing loans and, accordingly, are subject to stamp tax. The VAT portion relates to certain invoices for vehicle usage and construction services. As of December 31, 2019, the Company estimated that the judicial review process would take approximately one year for the VAT claim and three to five years for the stamp tax claim and that the likelihood of success for each was 50%. As a result, tax deposits were written down by $41,200 (€28,252) during the year ended December 31, 2019. During 2020, the judicial review ruled that approximately €1,971 VAT remained to be paid while the rest were annulled.  The Company accepted this ruling.  The Company is still waiting for a trial date regarding the stamp tax and it is estimated that the process can take another two to three years.

 

 

 

 

 

 

 

 

 

 

 

AVRUPA MINERALS LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

(Unaudited, Presented in Canadian Dollars)

 

7.ADVANCE, DEPOSIT AND INVESTMENT IN AKKERMAN FINLAND OY 

 

(a)On February 25, 2022, the Company signed a Share Purchase Agreement with Akkerman Exploration B.V. (“AEbv”) to acquire up to a 100% ownership interest in Akkerman Finland OY (“AFOy”), an entity holding certain mineral rights (the “Property”) in Finland.  

 

The acquisition terms are as follow:

 

·The Company can earn an initial 49% interest in AFOy in Stage One by issuing 1,470,000 common shares (issued at a value of $95,550), paying €150,000 ($211,800) into AFOy for the purpose of paying existing shareholder loans (paid), and depositing €200,000 ($282,400) into a dedicated account (paid), to be spent on exploration expenditures during the period between the completion of Stage One and the completion of Stage Two. The €200,000 ($282,400) was recorded as an advance to AFOy as of September 30, 2022. 

 

·As a Stage Two earn-in, the Company has the option, for a period of 12 months from the date of completion of Stage One, to acquire the remaining 51% interest in AFOy, bringing their total interest to 100%. The Company can exercise the Stage Two option by issuing a further 1,530,000 common shares, paying an additional €15,000 for the purposes of paying existing shareholder loans and accrued interest, and depositing an additional €200,000 into a dedicated account for further exploration expenditures. 

 

During the period between Stage One and Stage Two, the Company will be the operator for all mining work conducted on the Property. During this same period, the Company and AEbv will form a technical committee comprised of one representative from each party, with AEbv’s representative having the casting vote.

 

In connection with this transaction, during December 2021, the Company paid a €10,000 ($14,155) non-refundable deposit upon signing the initial letter agreement. This amount has been recorded as a deposit on the statement of financial position as at December 31, 2021. Upon signing the definitive agreement, the deposit was reclassified as Investment in AFOy.

 

 

As at January 1, 2021

 

$

-

 

Non-refundable deposit

 

 

14,155

 

As at December 31, 2021

 

 

14,155

 

Payment – initial 49% interest

 

 

211,800

 

Issued shares – initial 49% interest

Note 8(b)(iii)

 

95,550

 

Loss on investment in AFOy

 

 

(90,473)

 

As at September 30, 2022

 

$

231,032

 

 

 

 

 

 

 

 

 

 

 

AVRUPA MINERALS LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

(Unaudited, Presented in Canadian Dollars)

 

8. CAPITAL AND RESERVES 

 

(a)Authorized: 

 

At September 30, 2022, the authorized share capital was comprised of an unlimited number of common shares.  The common shares do not have a par value.  All issued shares are fully paid.

 

(b)Share issuances:  

 

i.On February 28, 2022, the Company completed a non-brokered private placement by issuing 16,666,667 units (“Unit”) at a price of $0.075 per Unit for gross proceeds of $1,250,000. Each Unit consists of one common share and one non-transferable warrant. Each warrant entitles the holder to purchase one additional common share at a price of $0.125 until February 28, 2025. The warrants were ascribed a value of $554,525. The Company paid finder’s fee of $30,938 and issued 412,500 finder’s warrants. Each finder’s warrant is exercisable into one common share at $0.075 until August 28, 2023. These finder’s warrants were ascribed a value of $19,841. The Company incurred additional share issue costs in the amount of $29,478 in connection with the financing.  

 

ii.On February 28, 2022, the Company issued 3,800,000 shares at a price of $0.075 per share to settle outstanding debt for $285,000. 

 

iii.On March 3, 2022, the Company issued 1,470,000 shares to earn an initial 49% interest in AFOy (Note 7).  

 

(c)Share Purchase Option Compensation Plan:  

 

The Company has established a stock option plan whereby the Company may grant options to directors, officers, employees and consultants of up to 10% of the common shares outstanding at the time of grant. The exercise price, term and vesting period of each option are determined by the board of directors within regulatory guidelines.

 

Stock option transactions and the number of stock options for the nine months ended September 30, 2022 are summarized as follows:

 

 

 

Exercise

December 31,

 

 

 

Expired/

September 30,

 

Expiry date

price

2021

Granted

 

Exercised

cancelled

2022

 

April 26, 2022

$0.40

327,500

-

 

-

(327,500)

-

 

March 14, 2023

$0.40

450,000

-

 

-

-

450,000

 

March 26, 2023

$0.40

10,000

-

 

-

-

10,000

 

January 7, 2024

$0.20

45,750

-

 

-

-

45,750

 

March 14, 2027

$0.08

-

1,575,000

 

 

 

1,575,000

 

Options outstanding  

 

833,250

1,575,000

 

-

(327,500)

2,080,750

 

Options exercisable

 

833,250

1,575,000

 

-

(327,500)

2,080,750

 

Weighted average exercise price

 

$0.39

$0.08

 

$Nil

$0.40

$0.15

 

As of September 30, 2022, the weighted average contractual remaining life is 3.50 years (December 31, 2021 – 0.90 years).

 

 

 

 

 

 

 

 

 

 

 

AVRUPA MINERALS LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

(Unaudited, Presented in Canadian Dollars)

 

8.CAPITAL AND RESERVES (Continued) 

 

(c)Share Purchase Option Compensation Plan: (Continued) 

 

Stock option transactions and the number of stock options for the year ended December 31, 2021 are summarized as follows:

 

 

 

Exercise

December 31,

 

 

 

Expired/

December 31,

 

Expiry date

price

2020

Granted

 

Exercised

cancelled

2021

 

September 26, 2021

$0.72

393,750

-

 

-

(393,750)

-

 

April 26, 2022 (1)

$0.40

327,500

-

 

-

-

327,500

 

March 14, 2023

$0.40

450,000

-

 

-

-

450,000

 

March 26, 2023

$0.40

10,000

-

 

-

-

10,000

 

January 7, 2024

$0.20

45,750

-

 

-

-

45,750

 

Options outstanding  

 

1,227,000

-

 

-

(393,750)

833,250

 

Options exercisable

 

1,227,000

-

 

-

(393,750)

833,250

 

Weighted average exercise price

 

$0.50

$Nil

 

$Nil

$0.72

$0.39

 

The weighted average assumptions used to estimate the fair value of options the nine months ended September 30, 2022 and 2021 were:

 

 

 

 

2022

2021

 

Risk-free interest rate

 

1.34%

n/a

 

Expected life

 

5 years

n/a

 

Expected volatility

 

144.13%

n/a

 

Expected dividend yield

 

Nil

n/a

 

Option pricing models require the input of highly subjective assumptions including the expected price volatility.  Changes in the subjective input assumptions can materially affect the fair value estimate, and therefore the existing models do not necessarily provide a reliable measure of the fair value of the Company’s share purchase options.

 

(d)Finder’s Options 

 

The continuity of finder’s options for nine months ended September 30, 2022 is as follows:

 

 

Exercise

December 31,

 

 

 

 

September 30,

 

Expiry date

price

2021

Issued

 

Exercised

Expired

2022

 

August 28, 2023

$0.075

-

412,500

 

-

-

412,500

 

Outstanding

 

-

412,500

 

-

-

412,500

 

Weighted average

exercise price

 

$Nil

$0.075

 

$Nil

$Nil

$0.075

 

As of September 30, 2022, the weighted average contractual remaining life is 0.91 years.

 

The weighted average assumptions used to estimate the fair value of finder’s options the nine months ended September 30, 2022 and 2021 were:

 

 

 

 

2022

2021

 

Risk-free interest rate

 

0.49%

n/a

 

Expected life

 

1.5 years

n/a

 

Expected volatility

 

149.50%

n/a

 

Expected dividend yield

 

Nil

n/a

 

 

 

 

 

 

 

 

 

 

 

AVRUPA MINERALS LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

(Unaudited, Presented in Canadian Dollars)

 

8.CAPITAL AND RESERVES (Continued) 

 

(e)Warrants:  

 

The continuity of warrants for nine months ended September 30, 2022 is as follows:

 

 

Exercise

December 31,

 

 

 

 

September 30,

 

Expiry date

price

2021

Issued

 

Exercised

Expired

2022

 

February 25, 2022 (1)

$0.40

500,000

-

 

-

(500,000)

-

 

October 23, 2023

$0.20

4,219,641

-

 

-

-

4,219,641

 

February 28, 2025

$0.125

-

16,666,667

 

-

-

16,666,667

 

Outstanding

 

4,719,641

16,666,667

 

-

(500,000)

20,886,308

 

Weighted average exercise price

 

$0.22

$0.125

 

$Nil

$0.40

$0.14

 

(1)These warrants had a forced exercise price. If the closing price of the Company’s shares was $0.20 or greater for a period of 20 consecutive trading days, the warrants would expire on the earlier of the 30th day after such notice was given and the original expiry date.  

 

As of September 30, 2022, the weighted average contractual life is 2.14 years (December 31, 2021 – 1.64 years).

 

The continuity of warrants for the year ended December 31, 2021 is as follows:

 

 

Exercise

December 31,

 

 

 

 

December 31,

 

Expiry date

price

2020

Issued

 

Exercised

Expired

2021

 

November 9, 2021 (1)

$0.40

2,500,000

-

 

-

(2,500,000)

-

 

December 17, 2021 (1)

$0.40

1,160,000

-

 

-

(1,160,000)

-

 

December 18, 2021

$0.20

455,000

-

 

-

(455,000)

-

 

February 25, 2022 (1)(2)

$0.40

500,000

-

 

-

-

500,000

 

October 23, 2023

$0.20

4,219,641

-

 

-

-

4,219,641

 

Outstanding

 

8,834,841

-

 

-

(4,115,000)

4,719,641

 

Weighted average

exercise price

 

$0.29

$Nil

 

$Nil

$0.38

$0.22

 

(1)These warrants have a forced exercise price. If the closing price of the Company’s shares is $0.80 or greater for a period of 20 consecutive trading days, the warrants will expire on the earlier of the 30th day after such notice is given and the original expiry date. 

(2)Subsequent to December 31, 2021, these warrants expired unexercised. 

 

The weighted average assumptions used to estimate the fair value of warrants for the nine months ended September 30, 2022 and 2021:

 

 

 

 

2022

2021

 

Risk-free interest rate

 

0.88%

n/a

 

Expected life

 

3 years

n/a

 

Expected volatility

 

161.98%

n/a

 

Expected dividend yield

 

Nil

n/a

 

 

 

 

 

 

 

 

 

 

 

AVRUPA MINERALS LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

(Unaudited, Presented in Canadian Dollars)

 

9. RELATED PARTY TRANSACTIONS AND BALANCES 

 

The aggregate value of transactions and outstanding balances relating to key management personnel and entities over which they have control or significant influence were as follows:

 

 

For the nine months ended September 30, 2022

 

Short-term employee benefits

Post-employment benefits

Other long-term benefits

Termination benefits

Other expenses

Share-based payments

Total

Paul W. Kuhn (d)
Chief Executive Officer, Director

$ 115,912

$  Nil

$  Nil

$  Nil

$  Nil

$   12,460

$ 128,372

Winnie Wong

Chief Financial Officer

$  Nil

$  Nil

$  Nil

$  Nil

$  Nil

$   12,460

$   12,460

Mark T. Brown

Director

$  Nil

$  Nil

$  Nil

$  Nil

$  Nil

$   12,460

$   12,460

Paul L. Nelles (c)
Director

$  Nil

$  Nil

$  Nil

$  Nil

$  Nil

$   12,460

$   12,460

Paul Dircksen

Director

$  Nil

$  Nil

$  Nil

$  Nil

$  Nil

$   12,460

$   12,460

Frank Hogel
Director   

$  Nil

$  Nil

$  Nil

$  Nil

$  Nil

$   12,460

$   12,460

 

 

For the nine months ended September 30, 2021

 

Short-term employee benefits

Post-employment benefits

Other long-term benefits

Termination benefits

Other expenses

Share-based payments

Total

Paul W. Kuhn (d)
Chief Executive Officer, Director

$   112,500

$ Nil   

$ Nil   

$ Nil   

$ Nil   

$ Nil   

$  112,500

 

Related party liabilities

 

 

Nine months ended

 

 

 

Services / Advances

September 30,

2022

September 30,

2021

As at

September 30,

2022

As at

December 31,

2021

Amounts due to:

 

 

 

 

 

Pacific Opportunity

Capital Ltd. (a)

Rent, management, accounting, marketing and financing services

$

113,343

$

71,650

$

94,556

$

534,488 (b)

Paul W. Kuhn (d)

Consulting and share-based payment

$

128,372

$

112,500

$

26,766

$

122,140 (e)

Paul L. Nelles (c)

Salaries and share-based payment

$

12,460

$

Nil

$

13,383

$

14,391

TOTAL:

 

$

254,175

$

184,150

$

134,705

$

671,019

Amounts due from:

 

 

 

 

 

 

 

 

 

Paul W. Kuhn (d)

Consulting services

$

Nil

$

Nil

$

12,454 (f)

$

Nil

 

 

 

 

 

 

 

 

 

 

 

AVRUPA MINERALS LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

(Unaudited, Presented in Canadian Dollars)

 

9. RELATED PARTY TRANSACTIONS AND BALANCES (continued) 

 

(a)Pacific Opportunity Capital Ltd., a company controlled by a director of the Company. 

(b)Includes a $56,008 advance, that is non-interest bearing without specific terms of repayment. On February 28, 2022, the Company settled $210,000 of this amount by issuing 2,800,000 shares (Note 8(b)). 

(c)Paul L. Nelles is a director of Innomatik.  

(d)On June 1, 2019, the Company entered into a Contract for Services (the “Contract”) with a contractor to serve as the Company’s president and chief executive officer. The contractor is responsible for providing technical oversight and guidance, establishing corporate goals and objectives and setting and implementing corporate strategies. Pursuant to the Contract: 

·The contractor will receive a fee of $12,500 per month and a rent allowance of €4,000 for the first four months; 

·If the Company is substantially sold or has a change of control (as defined), the contractor will receive a payment equal to two years of fees; and 

·The contract remains effective until terminated in writing by either the Company or the contractor. The Company may terminate the contract at any time without notice or payment in lieu thereof for cause or at any time without cause by providing six months’ written notice or by  

·paying the contractor in lieu of notice. The contractor may terminate the contract at any time by providing the Company with three months’ written notice. 

(e)On February 28, 2022, the Company settled $75,000 of this amount by issuing 1,000,000 shares (Note 8(b)). 

(f)This amount relates to PorMining paying Paul Kuhn for his technical services consulting in excess of the Contract (defined above in Note 9(d)). Such amount will be used to offset and reduce the Company’s monthly fee payable to Paul Kuhn per the Contract. 

 

10.LONG-TERM LOAN 

 

In March 2017, the Company entered into a long-term loan to purchase a used vehicle.  The long-term loan was fully paid as of September 30, 2022.

 

 

September 30, 2022

December 31, 2021

 

 

 

 

 

 

 

Long-term loan

$               -

€             -

$       2,524

€        1,754

 

Less: current portion of long-term loan

-

-

2,524

1,754

 

 

$               -

€             -

$               -

€                -

 

 

 

 

 

 

 

Payment schedule of long-term loan

 

 

 

 

 

Year 1

$               -

€             -

$       2,572

€        1,787

 

 

-

-

2,572

1,787

 

Less: imputed interest

-

-

31

21

 

Other fees

-

-

17

12

 

 

$               -

€             -

$       2,524

€        1,754

 

 

 

 

 

 

 

 

 

 

 

AVRUPA MINERALS LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

(Unaudited, Presented in Canadian Dollars)

 

11. LOSS PER SHARE  

 

Basic and diluted loss per share

 

The calculation of basic loss per share for the nine months ended September 30, 2022 was based on the loss attributable to common shareholders of $309,857 (2021 – earnings of $13,813) and a weighted average number of common shares outstanding of 49,917,709 (2021 – 32,738,087).

 

The calculation of diluted loss per share did not include the effect of 2,080,750 share purchase options, 412,500 finder’s options and 20,886,308 warrants outstanding as at nine months end September 30, 2022 as they are anti-dilutive. The calculation of diluted earnings per share was based on the earnings attributed to common shareholders and weighted average number of common shares after adjustment for the effect of all dilutive potential common shares (2021 – 833,250 share purchase options and 8,834,641 warrants).

 

12. FINANCIAL INSTRUMENTS 

 

The fair values of the Company’s cash, other receivables, due from optionees, property deposits, accounts payables and accrued liabilities, and due to related parties approximate their carrying values because of the short-term nature of these instruments.

 

The Company’s financial instruments are exposed to certain financial risks, including credit risk, liquidity risk, interest risk, commodity price risk and currency risk.

 

(a)Credit risk 

 

The Company’s cash is held in financial institutions in Canada, Portugal and Kosovo and property deposits are held by Portuguese regulatory authorities.  Amounts are receivable from optionees.  The advance to AFOy is held in a Finnish financial institution.

 

(b)Liquidity risk 

 

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages liquidity risk through the management of its capital structure.

 

As at September 30, 2022, the Company had cash of $345,535 (December 31, 2021 - $139,164), due from optionees of $28,540 (December 31, 2021 - $12,751), advance to related party of $12,454 (December 31, 2021 - $Nil), VAT receivables of $7,384 (December 31, 202 - $1,769) and other receivables of $8,021 (December 31, 2021 - $7,226) to settle current liabilities of $222,495 (December 31, 2021 - $803,562).

 

Accounts payable and accrued liabilities are due within the current operating period.

 

(c)Interest rate risk 

 

Interest rate risk is not material as the Company does not have any significant financial assets or liabilities subject to fluctuation in interest rates.

 

(d)Equity market price risk 

 

The Company is exposed to price risk with respect to equity market prices. Price risk as it relates to the Company is defined as the potential adverse impact on the Company’s ability to finance due to movements in individual equity prices or general movements in the level of the stock market. The Company closely monitors individual equity movements and the stock market to determine the appropriate course of action to be taken by the Company.

 

 

 

 

 

 

 

 

 

 

 

AVRUPA MINERALS LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

(Unaudited, Presented in Canadian Dollars)

 

12.FINANCIAL INSTRUMENTS (Continued) 

 

(e)Currency risk 

 

The Company’s property interests in Portugal, Finland and Kosovo make it subject to foreign currency fluctuations and inflationary pressures which may adversely affect the Company’s financial position, results of operations and cash flows. The Company is affected by changes in exchange rates between the Canadian Dollar and foreign functional currencies. The Company does not invest in foreign currency contracts to mitigate the risks. The Company has net monetary assets of $103,200 dominated in Euros. A 1% change in the absolute rate of exchange in Euros would affect its net income by $900.

 

IFRS 7 establishes a fair value hierarchy that prioritizes the input to valuation techniques used to measure fair value as follows:

 

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;

 

Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and

 

Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).

 

The following table sets forth the Company’s financial assets classified as subsequently measured at amortized cost as September 30, 2022 and December 31, 2021.

 

 

As at September 30, 2022

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

Cash

$

345,535

$

-

$

-

$

345,535

 

Due from optionees

 

28,540

 

-

 

-

 

28,540

 

Due from related party

 

12,454

 

-

 

-

 

12,454

 

Other receivables

 

8,021

 

-

 

-

 

8,021

 

Property deposits

 

1,338

 

-

 

-

 

1,338

 

 

$

395,888

$

-

$

-

$

395,888

 

 

As at December 31, 2021

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

Cash

$

139,164

$

-

$

-

$

139,164

 

Due from optionees

 

12,751

 

-

 

-

 

12,751

 

Other receivables

 

7,226

 

-

 

-

 

7,226

 

Property deposits

 

1,439

 

-

 

-

 

1,439

 

 

$

160,580

$

-

$

-

$

160,580

 

The financial liabilities are classified as measured at amortized cost.

 

13. SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS 

 

The non-cash transactions during the nine months ended September 30, 2022 and 2021 were as follows:

 

·As at September 30, 2022, a total of $Nil (2021 - $74,550) in share issue costs were included in due to related parties. 

 

 

 

 

 

 

 

 

 

 

 

AVRUPA MINERALS LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

(Unaudited, Presented in Canadian Dollars)

 

14.MANAGEMENT OF CAPITAL RISK 

 

The Company manages its cash, common shares, warrants and share purchase options as capital (see Note 8).  The Company’s objectives when managing capital are to safeguard its ability to continue as a going concern and to maintain a flexible capital structure which optimizes the costs of capital at an acceptable risk.

 

The Company manages the 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 the capital structure, the Company may attempt to issue new shares, acquire or dispose of assets or adjust the amount of cash and cash equivalents held.

 

In order to maximize ongoing operating efforts, the Company does not pay out dividends.  The Company’s investment policy is to invest its short-term excess cash in highly liquid short-term interest-bearing investments with maturities of 90 days or less from the original date of acquisition, selected with regards to the expected timing of expenditures from continuing operations.

 

The Company expects its current capital resources will be sufficient to carry out its exploration or operations in the near term.

 

15.SEGMENTED FINANCIAL INFORMATION 

 

The Company operates in one industry segment, being the acquisition and exploration of mineral properties. Geographic information is as follows:

 

 

 

September 30, 2022

December 31, 2021

 

Non-current assets

 

 

 

 Portugal

$                 214,102

$                 213,415

 

 Finland

513,432

14,155

 

 

$                 727,534

$                 227,570

 

 

 

 

 

 

Nine months ended

 

 

September 30, 2022

September 30, 2021

 

Mineral exploration expenses

 

 

 

 Portugal

$                  18,760

$                  11,049

 

 Kosovo

39,977

215

 

 

$                   58,737

$                   11,264