UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE
13a-16 or 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of August, 2017.
Commission File Number 001-35124
LONCOR RESOURCES INC.
(Translation of registrants name into English)
1 First Canadian Place
100 King Street West,
Suite 7070
Toronto, Ontario, Canada
M5X
1E3
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F
Form 20-F [X] Form 40-F [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrants home country), or under the rules of the home country exchange on which the registrants securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrants security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
LONCOR RESOURCES INC. | |
/s/ Geoffrey Farr | |
Date: August 14, 2017 | Geoffrey Farr |
Corporate Secretary |
-2-
INDEX TO EXHIBITS
99.1 |
Interim Condensed Consolidated Financial Statements for the period ended June 30, 2017 |
99.2 |
Interim Management's Discussion and Analysis for the second quarter 2017 |
99.3 | |
99.4 |
-3-
INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2017
(Expressed in U.S. dollars)
(unaudited)
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NOTICE TO READER
These interim condensed consolidated financial statements of Loncor Resources Inc. as at and for the three and six months ended June 30, 2017 have been prepared by management of Loncor Resources Inc. The auditors of Loncor Resources Inc. have not audited or reviewed these interim condensed consolidated financial statements.
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CONTENTS
3 of 20
Loncor Resources Inc. |
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION |
(Expressed in U.S. dollars - unaudited) |
|
Notes | June 30, 2017 | December 31, 2016 | ||||
|
|||||||
Assets |
|||||||
Current Assets |
|||||||
Cash and cash equivalents |
2,722 | 21,520 | |||||
Advances receivable |
5 | 210,360 | 98,352 | ||||
Due from related parties |
6 | 4,074 | - | ||||
Prepaid expenses and deposits |
90,401 | 67,971 | |||||
Total Current Assets |
307,557 | 187,843 | |||||
|
|||||||
Non-Current Assets |
|||||||
Property, plant and equipment |
7 | 16,566 | 35,403 | ||||
Exploration and evaluation assets |
8 | 27,868,344 | 27,857,769 | ||||
Intangible assets |
9 | 1 | 1 | ||||
Total Non-Current Assets |
27,884,911 | 27,893,173 | |||||
|
|||||||
Total Assets |
28,192,468 | 28,081,016 | |||||
|
|||||||
Liabilities and Shareholders' Equity |
|||||||
Current Liabilities |
|||||||
Accounts payable |
11 | 421,640 | 403,613 | ||||
Accrued liabilities |
171,042 | 209,930 | |||||
Due to related parties |
6 | 57,476 | 127,909 | ||||
Employee retention allowance |
17 | 609,151 | 596,849 | ||||
Current Liabilities |
1,259,309 | 1,338,301 | |||||
|
|||||||
Common share purchase warrants |
12c | 309,059 | 85,633 | ||||
|
|||||||
Total Liabilities |
1,568,368 | 1,423,934 | |||||
|
|||||||
Commitments |
14 | ||||||
|
|||||||
Shareholders' Equity |
|||||||
Share capital |
12 | 77,286,874 | 77,048,991 | ||||
Reserves |
8,211,837 | 8,197,193 | |||||
Deficit |
(58,874,611 | ) | (58,589,102 | ) | |||
Total Shareholders' Equity |
26,624,100 | 26,657,082 | |||||
Total Liabilities and Shareholders' Equity |
28,192,468 | 28,081,016 | |||||
|
|||||||
Commonshares |
|||||||
Authorized |
Unlimited | Unlimited | |||||
Issuedandoutstanding |
158,689,732 | 153,189,732 |
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
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Loncor Resources Inc. |
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS |
(Expressed in U.S. dollars - unaudited) |
For the three months ended | For the six months ended | ||||||||||||
Notes | |||||||||||||
June 30, 2017 | June 30, 2016 | June 30, 2017 | June 30, 2016 | ||||||||||
$ | $ | $ | $ | ||||||||||
Expenses |
|||||||||||||
Consulting, management and professional fees |
32,029 | 38,046 | 55,342 | 103,514 | |||||||||
Employee benefits |
61,806 | 49,061 | 119,867 | 92,105 | |||||||||
Office and sundry |
12,396 | 4,744 | 26,165 | 28,334 | |||||||||
Compensation expense-share-based payment |
13 | 5,624 | 20,620 | 14,644 | 27,210 | ||||||||
Travel and promotion |
57,517 | 25,387 | 93,212 | 44,166 | |||||||||
Depreciation |
803 | 987 | 1,649 | 2,025 | |||||||||
Interest and bank expenses |
120 | 75 | 264 | 578 | |||||||||
Loss/(gain) on derivative instruments |
12c | (114,752 | ) | 12,126 | (87,733 | ) | 12,126 | ||||||
Foreign exchange loss |
49,417 | 660 | 62,194 | 43,561 | |||||||||
|
(104,960 | ) | (151,706 | ) | (285,604 | ) | (353,619 | ) | |||||
Interest income |
36 | 111 | 95 | 167 | |||||||||
|
|||||||||||||
Loss |
(104,924 | ) | (151,595 | ) | (285,509 | ) | (353,452 | ) | |||||
|
|||||||||||||
Comprehensive loss for the period |
(104,924 | ) | (151,595 | ) | (285,509 | ) | (353,452 | ) | |||||
|
|||||||||||||
Loss per share, basic and diluted |
12d | (0.00 | ) | (0.00 | ) | (0.00 | ) | (0.00 | ) |
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
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Loncor Resources Inc. |
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY |
(Expressed in U.S. dollars - unaudited) |
Common shares | Total | |||||||||||||||
Notes | Number of | Reserves | Deficit | Shareholders' | ||||||||||||
shares | Amount | equity | ||||||||||||||
Balance at January 1, 2016 |
84,439,732 | $ | 76,240,994 | $ | 8,142,017 | $ | (58,091,492 | ) | $ | 26,291,518 | ||||||
|
||||||||||||||||
Loss for the period |
- | - | - | (353,452 | ) | (353,452 | ) | |||||||||
Share-based payments |
- | - | 27,210 | - | 27,210 | |||||||||||
Common shares issued |
68,750,000 | 807,997 | - | - | 807,997 | |||||||||||
Balance at June 30, 2016 |
153,189,732 | $ | 77,048,991 | $ | 8,169,227 | $ | (58,444,945 | ) | $ | 26,773,274 | ||||||
|
||||||||||||||||
Loss for the period |
- | - | - | (144,157 | ) | (144,157 | ) | |||||||||
Share-based payments |
- | - | 27,966 | - | 27,966 | |||||||||||
Common shares issued |
- | - | - | - | - | |||||||||||
Balance at December 31, 2016 |
153,189,732 | $ | 77,048,991 | $ | 8,197,193 | $ | (58,589,102 | ) | $ | 26,657,082 | ||||||
|
||||||||||||||||
Loss for the period |
- | - | - | (285,509 | ) | (285,509 | ) | |||||||||
Share-based payments |
- | - | 14,644 | - | 14,644 | |||||||||||
Common shares issued |
5,500,000 | 237,883 | - | - | 237,883 | |||||||||||
Balance at June 30, 2017 |
158,689,732 | $ | 77,286,874 | $ | 8,211,837 | $ | (58,874,611 | ) | $ | 26,624,100 |
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
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Loncor Resources Inc. |
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS |
(Expressed in U.S. dollars - unaudited) |
|
For the three months ended | For the six months ended | |||||||||||
|
June 30, 2017 | June 30, 2016 | June 30, 2017 | June 30, 2016 | |||||||||
|
Notes | ||||||||||||
|
$ | $ | $ | $ | |||||||||
|
|||||||||||||
Cash flows from operating activities |
|||||||||||||
Loss for the period |
(104,924 | ) | (151,595 | ) | (285,509 | ) | (353,452 | ) | |||||
Adjustments to reconcile loss to net cash used in operating activities |
|||||||||||||
Depreciation |
803 | 987 | 1,649 | 2,025 | |||||||||
Share-based payments - employee compensation |
13 | 5,624 | 20,620 | 14,644 | 27,210 | ||||||||
Loss/(gain) on derivative instruments |
(114,752 | ) | 12,126 | (87,733 | ) | 12,126 | |||||||
Employee retention allowance |
17 | 7,820 | 6,374 | 9,852 | 20,385 | ||||||||
Changes in non-cash working capital |
|||||||||||||
Advances receivable |
(60,247 | ) | (5,096 | ) | (112,008 | ) | (20,176 | ) | |||||
Prepaid expenses and deposits |
10,197 | 5,483 | (22,430 | ) | (11,484 | ) | |||||||
Due from related parties |
(3,634 | ) | (6,762 | ) | (4,074 | ) | (501 | ) | |||||
Accounts payable |
7,711 | (17,921 | ) | 19,330 | 87,492 | ||||||||
Accrued liabilities |
(7,924 | ) | (12,674 | ) | (38,888 | ) | (46,432 | ) | |||||
Net cash used in operating activities |
(259,326 | ) | (148,458 | ) | (505,167 | ) | (282,807 | ) | |||||
|
|||||||||||||
Cash flows from investing activities |
|||||||||||||
Disposition of capital assets |
- | - | - | 2,400 | |||||||||
Expenditures on exploration and evaluation assets |
(622,842 | ) | (28,843 | ) | (714,076 | ) | (222,996 | ) | |||||
Net cash used in investing activities |
(622,842 | ) | (28,843 | ) | (714,076 | ) | (220,596 | ) | |||||
|
|||||||||||||
Cash flows from financing activities |
|||||||||||||
Proceeds from share and warrant issuance, net of issuance costs |
36,957 | 163,143 | 549,042 | 905,004 | |||||||||
Due to related parties |
(36,179 | ) | 9,007 | (70,433 | ) | (502,890 | ) | ||||||
Funds received from Randgold |
721,836 | 10,625 | 721,836 | 250,786 | |||||||||
Net cash provided from financing activities |
722,614 | 182,775 | 1,200,445 | 652,900 | |||||||||
|
|||||||||||||
Net increase in cash during the period |
(159,554 | ) | 5,474 | (18,798 | ) | 149,497 | |||||||
Cash and cash equivalents, beginning of the period |
162,276 | 152,278 | 21,520 | 8,255 | |||||||||
Cash and cash equivalents, end of the period |
2,722 | 157,752 | 2,722 | 157,752 |
Supplemental cash flow information (Note 16)
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
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Loncor Resources Inc. |
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
For the three and six month periods ended June 30, 2017 |
(Expressed in U.S. dollars, except for per share amounts - unaudited) |
1. CORPORATE INFORMATION
Loncor Resources Inc. (the "Company") is a corporation governed by the Ontario Business Corporations Act. The principal business of the Company is the acquisition and exploration of mineral properties.
These interim condensed consolidated financial statements as at and for the three and six months ended June 30, 2017 include the accounts of the Company and of its wholly owned subsidiaries in the Democratic Republic of the Congo (the Congo), Loncor Resources Congo SARL, and in the U.S., Nevada Bobs Franchising, Inc., respectively.
The Company is a publicly traded company whose outstanding common shares are listed for trading on the Toronto Stock Exchange. The head office of the Company is located at 1 First Canadian Place, 100 King St. West, Suite 7070, Toronto, Ontario, M5X 1E3, Canada.
2. BASIS OF PREPARATION
a) |
Statement of compliance |
These interim condensed consolidated financial statements as at and for the three and six month periods ended June 30, 2017 have been prepared in accordance with International Accounting Standard (IAS) 34 Interim Financial Reporting (IAS 34) using accounting policies consistent with the International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). The disclosure contained in these interim condensed consolidated financial statements does not include all the requirements in IAS 1 Presentation of Financial Statements (IAS 1). Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the Companys consolidated financial statements as at and for the year ended December 31, 2016, which include information necessary to understand the Companys business and financial statement presentation. | |
b) |
Continuation of Business |
The Company incurred a net loss of $104,924 and $285,509 for the three and six months ended June 30, 2017 respectively (three and six months ended June 30, 2016 - $151,595 and $353,452 respectively) and as at June 30, 2017 had a working capital deficit of $951,752 (December 31, 2016: $1,150,458). | |
The Companys ability to continue operations in the normal course of business is dependent on several factors, including its ability to secure additional funding. Management is exploring all available options to secure additional funding, including equity financing and strategic partnerships. In addition, the recoverability of the amount shown for exploration and evaluation assets is dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain financing to continue to perform exploration activity or complete the development of the properties where necessary, or alternatively, upon the Companys ability to recover its incurred costs through a disposition of its interests, all of which are uncertain. | |
In the event the Company is unable to identify recoverable resources, receive the necessary permitting, or arrange appropriate financing, the carrying value of the Companys assets and liabilities could be subject to material adjustment. Furthermore, certain market conditions may also cast significant doubt upon the validity of the going concern assumption. These interim condensed consolidated financial statements do not include any additional adjustments to the recoverability and classification of certain recorded asset amounts, classification of certain liabilities and changes to the statements of comprehensive loss that might be necessary if the Company was unable to continue as a going concern. |
8 of 20
Loncor Resources Inc. |
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
For the three and six month periods ended June 30, 2017 |
(Expressed in U.S. dollars, except for per share amounts - unaudited) |
c) Basis of measurement
These interim condensed consolidated financial statements have been prepared on the historical cost basis, except for certain financial assets and liabilities which are presented at fair value.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accounting policies set out below have been applied consistently by all group entities and to all periods presented in these consolidated financial statements, unless otherwise indicated.
a) |
Basis of Consolidation | |
i. |
Subsidiaries | |
Subsidiaries are entities controlled by the Company. Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. This control is generally evidenced through owning more than 50% of the voting rights or currently exercisable potential voting rights of a companys share capital. The financial statements of subsidiaries are included in the consolidated financial statements of the Company from the date that control commences until the date that control ceases. Consolidation accounting is applied for all of the Companys wholly-owned subsidiaries (see note 4). | ||
ii. |
Transactions eliminated on consolidation | |
Inter-company balances, transactions, and any unrealized income and expenses, are eliminated in preparing the consolidated financial statements. | ||
Unrealized gains arising from transactions with associates are eliminated against the investment to the extent of the Companys interest in the investee. Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no evidence of impairment. |
b) |
Use of Estimates and Judgments |
The preparation of these consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. | |
c) |
Newly Applied Accounting Standards |
The following amended standard was adopted as of January 1, 2017: |
| IAS 7, Statement of Cash Flows (amendment). |
The adoption of this amended standard did not have a significant impact on the Companys consolidated financial statements. | |
d) |
Accounting Standards Issued But Not Yet Effective |
The Company has reviewed new and revised accounting pronouncements that have been issued but are not yet effective and determined that the following may have an impact on the Company: IFRS 9, Financial instruments (IFRS 9) was issued by the IASB on July 24, 2014 and will replace IAS 39 Financial Instruments: Recognition and Measurement. IFRS 9 is intended to reduce the complexity for the classification, measurement, and impairment of financial instruments. The mandatory effective date is for annual periods beginning on or after January 1, 2018. The Company is evaluating the impact of this standard on its consolidated financial statements. |
9 of 20
Loncor Resources Inc. |
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
For the three and six month periods ended June 30, 2017 |
(Expressed in U.S. dollars, except for per share amounts - unaudited) |
IFRS 16, Leases (IFRS 16) was issued by the IASB in January 2016 and will replace IAS 17 Leases. IFRS 16 specifies the methodology to recognize, measure, present and disclose leases. The standard provides a single lessee accounting model, requiring lessees to recognize assets and liabilities for all leases unless the lease term is 12 months or less or the underlying asset has a low value. The mandatory effective date is for annual periods beginning on or after January 1, 2019. The Company is evaluating the impact of this standard on its consolidated financial statements.
4. SUBSIDIARIES
The following table lists the Companys subsidiaries:
Name of Subsidiary | Place of
Incorporation |
Proportion of
Ownership Interest |
Principal
Activity |
Loncor Resources Congo SARL |
Democratic Republic of the Congo |
100% | Mineral Exploration |
Nevada Bob's Franchising, Inc. |
Delaware, USA | 100% | Dormant |
5. ADVANCES RECEIVABLE
June 30, | December 31, | |||||
2017 | 2016 | |||||
Advances receivable | $ | 210,360 | $ | 98,352 |
The balance of $210,360 pertains to advances to employees and suppliers (December 31, 2016 - $98,352).
6. RELATED PARTY TRANSACTIONS
Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation, and are not disclosed in this note.
a) Key Management Remuneration
Key management includes directors (executive and non-executive), the Chief Executive Officer (CEO), the Chief Financial Officer, and the senior executives reporting directly to the CEO. The remuneration of the key management of the Company as defined above, during the three and six months ended June 30, 2017 and June 30, 2016 was as follows:
|
For the three months ended | For the six months ended | ||||||||||
|
June 30, 2017 | June 30, 2016 | June 30, 2017 | June 30, 2016 | ||||||||
Salaries |
$ | 34,681 | $ | 34,174 | $ | 69,348 | $ | 68,049 | ||||
Employee retention allowance |
$ | 2,890 | $ | 2,848 | $ | 5,779 | $ | 5,671 | ||||
Compensation expense-share-based payments |
$ | 5,624 | $ | 20,620 | $ | 14,644 | $ | 27,210 | ||||
|
$ | 43,195 | $ | 57,642 | $ | 89,771 | $ | 100,929 |
b) Other Related Parties
As at June 30, 2017, an amount of $4,074 was due from KuuHubb Inc. (formerly Delrand Resources Limited), a company with common directors, incurred in connection with common expenses (December 31, 2016 - $nil).
As at June 30, 2017, an amount of $7,223 relating to advances provided to the Company was due to Arnold Kondrat, a director and officer of the Company (December 31, 2016 - $77,443).
10 of 20
Loncor Resources Inc. |
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
For the three and six month periods ended June 30, 2017 |
(Expressed in U.S. dollars, except for per share amounts - unaudited) |
As at June 30, 2017, an amount of $50,253 was due to Gentor Resources Inc. (a company with common directors) related to common expenses (December 31, 2016 - $49,085).
June 30, 2017 | December 31, 2016 | |||||
Due from related party | $ | 4,074 | $ | - | ||
Due to related parties | $ | 57,476 | $ | 127,909 |
The amounts included in due from/to related party are non-interest bearing and are payable within 12 months.
7. PROPERTY, PLANT AND EQUIPMENT
The Companys property, plant and equipment are summarized as follows:
Furniture & fixtures |
Office & Communication equipment |
Vehicles | Field camps and equipment |
Leasehold improvements |
Total | |||||||||||||
$ | $ | $ | $ | $ | $ | |||||||||||||
Cost | ||||||||||||||||||
Balance at January 1, 2016 | 151,786 | 102,692 | 11,707 | 425,003 | 84,906 | 776,094 | ||||||||||||
Additions | - | - | - | - | - | - | ||||||||||||
Disposals | - | - | - | - | - | - | ||||||||||||
Balance at December 31, 2016 | 151,786 | 102,692 | 11,707 | 425,003 | 84,906 | 776,094 | ||||||||||||
Additions | - | - | - | - | - | - | ||||||||||||
Disposals | - | - | - | - | - | - | ||||||||||||
Balance at June 30 2017 | 151,786 | 102,692 | 11,707 | 425,003 | 84,906 | 776,094 | ||||||||||||
Accumulated Depreciation | ||||||||||||||||||
Balance at January 1, 2016 | 129,249 | 101,834 | 11,707 | 366,323 | 84,906 | 694,019 | ||||||||||||
Additions | 4,181 | 857 | - | 41,634 | - | 46,672 | ||||||||||||
Disposals | - | - | - | - | - | - | ||||||||||||
Balance at December 31, 2016 | 133,429 | 102,691 | 11,707 | 407,957 | 84,906 | 740,691 | ||||||||||||
Additions | 1,791 | - | - | 17,046 | - | 18,837 | ||||||||||||
Disposals | - | - | - | - | - | - | ||||||||||||
Balance at June 30 2017 | 135,220 | 102,691 | 11,707 | 425,003 | 84,906 | 759,528 | ||||||||||||
Carrying amounts | ||||||||||||||||||
Balance at December 31, 2016 | 18,357 | 1 | - | 17,046 | - | 35,403 | ||||||||||||
Balance at June 30, 2017 | 16,566 | - | - | - | - | 16,566 |
During the six months ended June 30, 2017, depreciation in the amount of $17,187 (year ended December 31, 2016 - $42,819) was capitalized to exploration and evaluation assets.
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Loncor Resources Inc. |
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
For the three and six month periods ended June 30, 2017 |
(Expressed in U.S. dollars, except for per share amounts - unaudited) |
8. EXPLORATION AND EVALUATION ASSETS
North Kivu | Ngayu | Total | |||||||
Cost | |||||||||
Balance as at January 1, 2016 | 9,946,482 | 17,739,748 | 27,686,230 | ||||||
Additions | 8,933 | 658,620 | 667,553 | ||||||
Earn-in Randgold payment | - | (646,014 | ) | (646,014 | ) | ||||
Balance as at December 31, 2016 | $ | 9,955,415 | $ | 17,752,354 | $ | 27,707,769 | |||
Additions | 165,762 | 566,648 | 732,410 | ||||||
Earn-in Randgold payment | - | (721,836 | ) | (721,836 | ) | ||||
Balance as at June 30, 2017 | $ | 10,121,177 | $ | 17,597,166 | $ | 27,718,344 |
There is $150,000 of intangible exploration and evaluation expenditures as at June 30, 2017. The intangibles have not been included in the table above. There have not been any additions or disposals of intangible assets since January 1, 2014.
a. North Kivu
The North Kivu project is situated in the North Kivu Province in eastern Congo to the northwest of Lake Edward and consists of 47 exploration permits covering approximately 13,000 square kilometres. All of these exploration permits are currently under force majeure due to the poor security situation, affecting the Companys ability to carry out the desired exploration activities. The duration of the event of force majeure is added to the time limit for execution of obligations under the permits. Historical data has been compiled from the colonial period and outlined ten gold prospects for follow-up, the most prospective being the Manguredjipa prospect where 300,000 ounces of alluvial gold was mined during the colonial period. Other gold prospects warranting follow up include Lutunguru, Lubero, Makwasu, Lutela, Bilolo, Manzia, Mohanga and Ludjulu. Exploration estimates to date have not advanced to the stage of being able to identify the quantity of possible resources available for potential mining. Under force majeure, the Company has no tax payment obligations and does not lose tenure of mining titles until force majeure is lifted.
b. Ngayu
The Ngayu project consists of 13 exploration permits and is found within the Orientale Province in the northeast of the Congo, approximately 270 kilometers northeast of Kisangani. The Ngayu project covers part of the Ngayu Archaean greenstone belt which is one of a number of greenstone belts in the north-east Congo Archaeancraton that includes the Kilo and Moto greenstone belts. These Archaean greenstone belts are the northwestern extensions of the Lake Victoria greenstone belt terrain that hosts a number of world class gold deposits including Geita and Bulyanhulu.
In 2015, due to a decrease in gold prices coupled with the reduction of the exploration budget, the Company conducted an impairment analysis whereby the carrying value of the Ngayu exploration and evaluation asset as at December 31, 2015 was assessed for possible impairment. The assets recoverable amount was calculated applying a fair value of $15 per ounce of gold in the ground, which was provided by a valuation analysis of an independent report on similar African exploration companies, to the Ngayu projects Makapela estimated mineral resource. Since the carrying value of the asset was determined to be higher than its recoverable amount, an impairment loss of $2,300,000 was recorded during the year ended December 31, 2015. As at December 31, 2016, the Company conducted an analysis of various factors as per IFRS 6.20 and determined that there were no impairment indicators as at December 31, 2016 and thus an impairment test for exploration and evaluations assets was not considered necessary. As at June 30, 2017, the Company determined that no impairment charge or gain was required.
12 of 20
Loncor Resources Inc. |
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
For the three and six month periods ended June 30, 2017 |
(Expressed in U.S. dollars, except for per share amounts - unaudited) |
Randgold Agreement
In January 2016, the Companys Congo subsidiary (Loncor Congo) entered into an agreement with Randgold Resources (DRC) Limited ("Randgold") with respect to the Companys Ngayu project. This agreement provides for the potential future establishment of a joint venture special purpose company (Mining Company) between Loncor Congo and Randgold. The Mining Company will be established only if exploration activities undertaken by Randgold at the Ngayu project result in an approved completed pre-feasibility study on any gold discovery meeting the investment criteria of Randgold. The agreement does not include certain parcels of land surrounding and including the Makapela and Yindi prospects which are retained by Loncor Congo and do not form part of the agreement.
Loncor Congo shall only be called upon to contribute to the future costs of the Mining Company after the approval of the completed pre-feasibility study. The parties will then (a) contribute to the funding required pro rata to their participating interests (65% for Randgold and 35% for Loncor, less the free carried interest attributable to Congo authorities under applicable law, determined at the time of establishment) once the Mining Company has been established and any mining rights with respect to the area of discovery are transferred to the Mining Company, or (b) be diluted. The decision-making committee of the Mining Company will determine whether the funding is contributed (for the purpose of funding the Mining Company) by way of equity or shareholder loans.
9. INTANGIBLE ASSETS
The Companys intangible assets include licenses and rights. Based on managements assessment, these intangible assets have been valued at $1 as their fair value is nominal.
10. SEGMENTED REPORTING
The Company has one operating segment: the acquisition, exploration and development of precious metal projects located in the Congo. The operations of the Company are located in two geographic locations, Canada and the Congo. Geographic segmentation of non-current assets is as follows:
June 30, 2017
Property, plant | Intangible | Exploration and | |||||||
and equipment | assets | evaluation | |||||||
Congo | $ | 1,300 | - | $ | 27,868,344 | ||||
Canada | $ | 15,266 | $ | 1 | - | ||||
$ | 16,566 | $ | 1 | $ | 27,868,344 |
December 31, 2016 | |||||||||
Property, plant | Intangible | Exploration and | |||||||
and equipment | assets | evaluation | |||||||
Congo | $ | 18,486 | - | $ | 27,857,769 | ||||
Canada | $ | 16,916 | $ | 1 | - | ||||
$ | 35,403 | $ | 1 | $ | 27,857,769 |
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Loncor Resources Inc. |
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
For the three and six month periods ended June 30, 2017 |
(Expressed in U.S. dollars, except for per share amounts - unaudited) |
11. ACCOUNTS PAYABLE
The following table summarizes the Companys accounts payable:
June 30, 2017 | December 31, 2016 | |||||
Exploration and evaluation expenditures | $ | 227,536 | $ | 228,839 | ||
Non-exploration and evaluation | $ | 194,104 | $ | 174,774 | ||
expenditures | ||||||
Total Accounts Payable | $ | 421,640 | $ | 403,613 |
12. SHARE CAPITAL
a) |
Authorized |
The authorized share capital of the Company consists of unlimited number of common shares and unlimited number of preference shares, issuable in series, with no par value. All shares issued are fully paid. | |
The holders of common shares are entitled to receive notice of and to attend all meetings of the shareholders of the Company and shall have one vote for each common share held at all meetings of shareholders of the Company, except for meetings at which only holders of another specified class or series of shares are entitled to vote separately as a class or series. Subject to the prior rights of the holders of the preference shares or any other share ranking senior to the common shares, the holders of the common shares are entitled to (a) receive any dividend as and when declared by the board of directors, out of the assets of the Company properly applicable to payment of dividends, in such amount and in such form as the board of directors may from time to time determine, and (b) receive the remaining property of the Company in the event of any liquidation, dissolution or winding up of the Company. | |
The Company may issue preference shares at any time and from time to time in one or more series with designations, rights, privileges, restrictions and conditions fixed by the board of directors. The preference shares of each series are ranked on parity with the preference shares of every series and are entitled to priority over the common shares and any other shares of the Company ranking junior to the preference shares, with respect to priority in payment of dividends and the return of capital and the distribution of assets of the Company in the event of liquidation, dissolution or winding up of the Company. | |
b) |
Issued share capital |
In February 2016, the Company closed a non-brokered private placement of 67,000,000 common shares of the Company at a price of Cdn$0.015 per share for gross proceeds of Cdn$1,005,000 (the "Offering"). Arnold T. Kondrat, President, Chief Executive Officer and a director of the Company, acquired 60,000,000 of the shares issued under the Offering. Mr. Kondrat now holds 74,300,818 (or 46.82%) of the outstanding common shares of the Company. A portion of the proceeds of the Offering were used to repay short term, non-interest bearing loans totalling Cdn$825,000 provided to the Company by Mr. Kondrat. | |
In June 2016, the Company closed a non-brokered private placement of 1,750,000 units of the Company at a price of Cdn$0.12 per unit for gross proceeds of Cdn$210,000. Each such unit was comprised of one common share of the Company and one-half of one warrant of the Company, with each full warrant entitling the holder to purchase one common share of the Company at a price of Cdn$0.18 for a period of two years. | |
In February 2017, the Company closed a non-brokered private placement of 4,000,000 units of the Company at a price of Cdn$0.12 per unit for gross proceeds of Cdn$480,000. Each such unit was comprised of one common share of the Company and one-half of one warrant of the Company, with each full warrant entitling the holder to purchase one common share of the Company at a price of Cdn$0.18 for a period of two years. Also in February 2017, the Company closed a second non-brokered private placement of 1,500,000 units of the Company at a price of Cdn$0.13 per unit for gross proceeds of Cdn$195,000. Each such unit was comprised of one common share of the Company and one-half of one warrant of the Company, with each full warrant entitling the holder to purchase one common share of the Company at a price of Cdn$0.18 for a period of two years. |
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Loncor Resources Inc. |
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
For the three and six month periods ended June 30, 2017 |
(Expressed in U.S. dollars, except for per share amounts - unaudited) |
As of June 30, 2017, the Company had issued and outstanding 158,689,732 common shares (December 31, 2016 153,189,732) and no preference shares are issued and outstanding. | |
c) |
Common share purchase warrants |
As at June 30, 2017, the Company had outstanding 3,625,000 (December 31, 2016 875,000) common share purchase warrants. No warrants were forfeited or cancelled during the six months ended June 30, 2017 (year ended December 31, 2015 nil). The common share purchase warrants are classified as a liability because they are a derivative financial instrument due to their exercise price differing from the functional currency of the Company. The common share purchase warrants are re-valued at year and period end, with a gain or loss reported on the consolidated statement of comprehensive loss. As at June 30, 2017, the Company recognized in the consolidated statement of comprehensive loss a gain of $87,733 representing the change in fair value on this derivative financial instrument. The following table summarizes the Companys common share purchase warrants outstanding as at June 30, 2017: |
|
|
Granted |
|
|
|
|
Exercise |
|
Remaining |
Date of |
Opening |
during |
|
|
Closing |
Exercise |
period |
Expiry |
contractual |
Grant |
Balance |
period |
Exercised |
Expired |
Balance |
Price |
(months) |
Date |
life (months) |
29/06/2016 |
875,000 |
- |
- |
- |
875,000 |
$0.18 |
24 |
29/06/2018 |
12 |
03/02/2017 |
- |
2,000,000 |
- |
- |
2,000,000 |
$0.18 |
24 |
03/02/2019 |
19 |
28/02/2017 |
- |
750,000 |
- |
- |
750,000 |
$0.18 |
24 |
28/02/2019 |
20 |
|
875,000 |
2,750,000 |
- |
- |
3,625,000 |
|
|
|
|
The value of the warrants was calculated using the Black-Scholes model and the assumptions at grant date and period end date were as follows:
(i) |
Risk-free interest rate: 0.48% - 1.13%, which is based on the Bank of Canada benchmark bonds yield 2 year rate in effect at the time of grant for bonds with maturity dates at the estimated term of the warrants | |
(ii) |
Expected volatility: 136.61% - 179.41%, which is based on the Companys historical stock prices | |
(iii) |
Expected life: 1 - 2 years | |
(iv) |
Expected dividends: $Nil |
d) |
Loss per share |
Loss per share was calculated on the basis of the weighted average number of common shares outstanding for the three and six months ended June 30, 2017 amounting to 158,689,732 and 157,449,401 (three and six months ended June 30, 2016 151,770,288 and 130,874,815) common shares. The diluted weighted average number of common shares outstanding for the three and six months ended June 30, 2017 amounted to 158,689,732 and 157,449,401 (three and six months ended June 30, 2016 - 151,770,288 and 130,874,815) common shares. As at June 30, 2017, fully diluted earnings per share calculated by adding 3,190,000 (December 31, 2016 3,215,000) common shares related to stock options and 3,625,000 common share purchase warrants were the same as the basic earnings per share because they were anti- dilutive. |
13. SHARE-BASED PAYMENTS
The Company has an incentive Stock Option Plan under which non-transferable options to purchase common shares of the Company may be granted to directors, officers, employees or consultants of the Company or any of its subsidiaries. No amounts are paid or payable by the recipient on receipt of the option, and the exercise of the options granted is not dependent on any performance-based criteria. In accordance with these programs, options are exercisable at a price not less than the last closing price of the shares at the grant date.
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Loncor Resources Inc. |
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
For the three and six month periods ended June 30, 2017 |
(Expressed in U.S. dollars, except for per share amounts - unaudited) |
Under this Stock Option Plan, 25% of options granted vest on each of the 6 month, 12 month, 18 month and 24 month anniversariesof the grant date.
The following tables summarize information about stock options:
For the six months ended June 30, 2017: | |||||||||
During the Period | |||||||||
Weighted | |||||||||
average | |||||||||
remaining | |||||||||
Exercise Price | contractual | Vested & | |||||||
Range (Cdn$) | Opening Balance | Granted | Exercised | Forfeiture | Expired | Closing Balance | life (years) | Exercisable | Unvested |
0-0.99 | 2,400,000 | - | - | - | - 2,400,000 | 2.78 | 1,200,000 | 1,200,000 | |
1.00 - 1.25 | 815,000 | - | - | (25,000) | - 790,000 | 0.11 | 790,000 | - | |
3,215,000 | - | - | (25,000) | - 3,190,000 | 2.12 | 1,990,000 | 1,200,000 | ||
Weighted Average Exercise Price (Cdn$) | 0.31 | - | - | - | - | 0.31 | 0.45 | 0.06 |
For the six months ended June 30, 2016: | |||||||||
During the Period | |||||||||
Weighted | |||||||||
average | |||||||||
remaining | |||||||||
Exercise Price | contractual | Vested & | |||||||
Range (Cdn$) | Opening Balance | Granted | Exercised | Forfeiture | Expired | Closing Balance | life (years) | Exercisable | Unvested |
0-0.99 | - | 2,400,000 | - | - | - | 2,400,000 | 3.51 | - | 2,400,000 |
1.00 - 1.25 | 815,000 | - | - | - | - | 815,000 | 0.37 | 815,000 | - |
2.45 - 2.69 | 580,000 | - | - | - | (580,000) | - | 0.00 | - | - |
1,395,000 | 2,400,000 | (580,000) | 3,215,000 | 2.71 | 815,000 | 2,400,000 | |||
Weighted Average Exercise Price (Cdn$) | 0.71 | 0.06 | 2.65 | 0.31 | 1.05 | 0.06 |
There were no stock options granted during the six months ended June 30, 2017. The weighted average fair value of stock options as at June 30, 2017 was estimated at Cdn$0.11 per stock option (year ended December 31, 2016 Cdn$0.11) .
During the six months ended June 30, 2017, the Company recognized in the statement of comprehensive loss as an expense $14,644 (six months ended June 30, 2016 $27,210) representing the vesting of the fair value at the date of grant of stock options previously granted to employees, directors and officers under the Companys Stock Option Plan.
14. COMMITMENTS
Lease Commitments
The Company has no future operating lease commitments as at June 30, 2017.
16 of 20
Loncor Resources Inc. |
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
For the three and six month periods ended June 30, 2017 |
(Expressed in U.S. dollars, except for per share amounts - unaudited) |
15. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
a) |
Fair value of financial assets and liabilities |
The consolidated statements of financial position carrying amounts for cash and cash equivalents, advances receivable, balances due from and due to related parties, accounts payable, accrued liabilities and the employee retention allowance approximate fair value due to their short-term nature. |
Fair value hierarchy
The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which the fair value is observable:
|
Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities; | |
|
Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); | |
|
Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs). |
There were no transfers between Level 1, 2 and 3 during the reporting period. Cash and cash equivalents are ranked Level 1 as the market value is readily observable. The carrying value of cash and cash equivalents approximates fair value, as maturities are less than three months.
The fair value of warrants (note 12c) would be included in the hierarchy as follows:
30-Jun-17 | |||||||||
Liabilities: | Level 1 | Level 2 | Level 3 | ||||||
Canadian dollar common share purchase warrants | - | $ | 309,059 | - |
31-Dec-16 | |||||||||
Liabilities: | Level 1 | Level 2 | Level 3 | ||||||
Canadian dollar common share purchase warrants | - | $ | 85,633 | - |
b) |
Risk Management Policies |
The Company is sensitive to changes in commodity prices and foreign-exchange. The Companys Board of Directors has overall responsibility for the establishment and oversight of the Companys risk management framework. Although the Company has the ability to address its price-related exposures through the use of options, futures and forward contracts, it does not generally enter into such arrangements. | |
c) |
Foreign Currency Risk |
Foreign currency risk is the risk that a variation in exchange rates between the United States dollar and Canadian dollar or other foreign currencies will affect the Companys operations and financial results. A portion of the Companys transactions are denominated in Canadian dollars. The Company is also exposed to the impact of currency fluctuations on its monetary assets and liabilities. Significant foreign exchange gains or losses are reflected as a separate item in the consolidated statement of comprehensive loss. The Company does not use derivative instruments to reduce its exposure to foreign currency risk. |
17 of 20
Loncor Resources Inc. |
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
For the three and six month periods ended June 30, 2017 |
(Expressed in U.S. dollars, except for per share amounts - unaudited) |
The following table indicates the impact of foreign currency exchange risk on net working capital as at June 30, 2017. The table below also provides a sensitivity analysis of a 10 percent strengthening of the US dollar against the Canadian dollar which would have increased (decreased) the Companys net loss by the amounts shown in the table below. A 10 percent weakening of the US dollar against the Canadian dollar would have had the equal but opposite effect as at June 30, 2017. |
June 30, 2017 | |||
Canadian dollar | |||
Cash and cash equivalents | 4,280 | ||
Accounts payable and accrued liabilities | (466,703 | ) | |
Employee retention allowance | (255,129 | ) | |
Total foreign currency financial assets and liabilities | (717,552 | ) | |
Foreign exchange rate at June 30, 2017 | 0.7706 | ||
Total foreign currency financial assets and liabilities in US $ | (552,945 | ) | |
Impact of a 10% strengthening of the US $ on net loss | (55,295 | ) |
d) |
Credit Risk |
Financial instruments which are potentially subject to credit risk for the Company consist primarily of cash and cash equivalents, advances receivable, and due from related parties. Cash and cash equivalents are maintained with several financial institutions of reputable credit and may be redeemed upon demand. It is therefore the Companys opinion that such credit risk is subject to normal industry risks and is considered minimal. | |
The Company limits its exposure to credit risk on any investments by investing only in securities rated R1 (the highest rating) by credit rating agencies such as the DBRS (Dominion Bond Rating Service). Management continuously monitors the fair value of any investments to determine potential credit exposures. Short-term excess cash is invested in R1 rated investments including money market funds and other highly rated short-term investment instruments. Any credit risk exposure on cash balances is considered negligible as the Company places deposits only with major established banks in the countries in which it carries on operations. | |
The carrying amount of financial assets represents the maximum credit exposure. The Companys gross credit exposure at June 30, 2017 and December 31, 2016 was as follows: |
June 30, | December 31, | |||||
2017 | 2016 | |||||
Cash and cash equivalents | $ | 2,722 | $ | 21,520 | ||
Advances receivable | $ | 210,360 | $ | 98,352 | ||
Due from related parties | $ | 4,074 | $ | 0 | ||
$ | 217,156 | $ | 119,872 |
e) |
Liquidity Risk |
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company attempts to ensure that there is sufficient cash to meet its liabilities when they are due and manages this risk by regularly evaluating its liquid financial resources to fund current and long-term obligations and to meet its capital commitments in a cost-effective manner. Temporary surplus funds of the Company are invested in short-term investments. The Company arranges the portfolio so that securities mature approximately when funds are needed. The key to success in managing liquidity is the degree of certainty in the cash flow projections. If future cash flows are fairly uncertain, the liquidity risk increases. The Companys liquidity requirements are met through a variety of sources, including cash and cash equivalents and equity capital markets. All financial obligations of the Company including accounts payable of $421,640, accrued liabilities of $171,042, due to related parties of $57,476, and employee retention allowance of $609,151 are due within one year. |
18 of 20
Loncor Resources Inc. |
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
For the three and six month periods ended June 30, 2017 |
(Expressed in U.S. dollars, except for per share amounts - unaudited) |
f) |
Mineral Property Risk |
The Companys operations in the Congo are exposed to various levels of political risk and uncertainties, including political and economic instability, government regulations relating to exploration and mining, military repression and civil disorder, all or any of which may have a material adverse impact on the Companys activities or may result in impairment in or loss of part or all of the Company's assets. |
g) |
Capital Management |
The Company manages its common shares, warrants and stock options as capital. The Companys policy is to maintain a sufficient capital base in order to meet its short term obligations and at the same time preserve investors confidence required to sustain future development of the business. |
June 30, | December 31, | |||||
2017 | 2016 | |||||
Share capital | $ | 77,286,874 | $ | 77,048,991 | ||
Reserves | $ | 8,211,837 | $ | 8,197,193 | ||
Deficit | $ | (58,874,611 | ) | $ | (58,589,102 | ) |
Common share purchase warrants | $ | 309,059 | $ | 85,633 | ||
$ | 26,933,159 | $ | 26,742,715 |
16. SUPPLEMENTAL CASH FLOW INFORMATION
During the periods indicated the Company undertook the following significant non-cash transactions:
For the three months ended | For the six months ended | ||||||||||||
Note | June 30, 2017 | June 30, 2016 | June 30, 2017 | June 30, 2016 | |||||||||
Depreciation included in exploration and evaluation assets | 8 | $ | 8,261 | $ | 10,945 | $ | 17,187 | $ | 22,479 | ||||
Employee retention allowance included in exploration and evaluation assets | 17 | $ | - | $ | 2,450 | $ | - | $ | 4,900 |
17. EMPLOYEE RETENTION ALLOWANCE
The Company has an incentive employee retention plan under which an amount equal to one month salary per year of service is accrued to each qualified employee up to a maximum of 10 months (or 10 years of service with the Company and/or a related company). To qualify for this retention allowance, an employee must complete two years of service with the Company and/or a related company. The full amount of retention allowance accumulated by a particular employee is paid out when the employee is no longer employed with the Company, unless there is a termination due to misconduct, in which case the retention allowance is forfeited. There is uncertainty about the timing of these outflows but with the information available and assumption that eligible employees will not be terminated due to misconduct, as at June 30, 2017, the Company had accrued a total liability of $609,151 (December 31, 2016 - $596,849).
The following table summarizes information about changes to the Companys employee retention allowance during the six months ended June 30, 2017.
19 of 20
Loncor Resources Inc. |
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
For the three and six month periods ended June 30, 2017 |
(Expressed in U.S. dollars, except for per share amounts - unaudited) |
$ | |||
Balance at December 31, 2015 | 570,487 | ||
Additions | 21,255 | ||
Foreign exchange gain | 5,107 | ||
Balance at December 31, 2016 | 596,849 | ||
Additions | 5,779 | ||
Foreign exchange gain | 6,523 | ||
Balance at June 30, 2017 | 609,151 |
20 of 20
INTERIM MANAGEMENTS DISCUSSION AND ANALYSIS FOR THE SECOND QUARTER 2017
The following managements discussion and analysis (MD&A), which is dated as of August 14, 2017, provides a review of the activities, results of operations and financial condition of Loncor Resources Inc. (the Company or Loncor) as at and for the three and six month periods ended June 30, 2017, as well as future prospects of the Company. This MD&A should be read in conjunction with the unaudited interim condensed consolidated financial statements of the Company as at and for the three and six month periods ended June 30, 2017 (the Second Quarter Financial Statements), together with the MD&A and audited consolidated financial statements as at and for the year ended December 31, 2016. As the Companys consolidated financial statements are prepared in United States dollars, all dollar amounts in this MD&A are expressed in United States dollars unless otherwise specified. Additional information relating to the Company, including the Companys annual report on Form 20-F dated March 31, 2017, is available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.
Forward-Looking Statements
The following MD&A contains forward-looking statements. All statements, other than statements of historical fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future (including, without limitation, statements regarding mineral resource estimates, exploration results, potential mineral resources, potential mineralization and future plans and objectives of the Company) are forward-looking statements. These forward-looking statements reflect the current expectations or beliefs of the Company based on information currently available to the Company. Forward-looking statements are subject to a number of risks and uncertainties that may cause the actual results of the Company to differ materially from those discussed in the forward-looking statements, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on the Company. Factors that could cause actual results or events to differ materially from current expectations include, among other things, risks related to the exploration stage of the Company's mineral properties, uncertainties relating to the availability and costs of financing needed in the future, the possibility that future exploration results will not be consistent with the Companys expectations, changes in equity markets, changes in commodity prices, failure to establish estimated mineral resources (the Companys mineral resource figures are estimates and no assurances can be given that the indicated levels of gold will be produced), fluctuations in currency exchange rates, inflation, political developments in the Democratic Republic of the Congo (the DRC), changes to regulations affecting the Company's activities, delays in obtaining or failure to obtain required project approvals, the uncertainties involved in interpreting geological data and the other risks involved in the mineral exploration business. Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Although the Company believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein.
1
General
Loncor is a mineral exploration company with a primary focus on gold. The Companys mineral properties are in the Orientale and North Kivu provinces of the DRC where the Company holds or controls rights under 60 exploration permits (PRs), directly through a wholly-owned DRC subsidiary, Loncor Resources Congo SARL, or under option agreements with the holders of the permits. At the Ngayu project in Orientale Province, the Company, through its DRC subsidiary, has 13 PRs, while at the North Kivu project the Company has 47 PRs through its DRC subsidiary or under option from third parties. All of the 47 North Kivu PRs are currently under force majeure due to the poor security situation in much of the North Kivu province.
In January 2017, the Company announced preliminary results of the geophysical airborne survey (the Survey) undertaken by Randgold Resources (DRC) Limited (Randgold) as part of its joint venture with Loncor relating to Loncors Ngayu project. The Survey has provided a valuable additional layer of geological information through mapping the conductivity nature of the Ngayu belt. The new data has assisted with resolving the lithological nature of the belt as well as assisting in identifying major structures and areas of structural complexity. Preliminary observations have highlighted key areas of structural complexity in the Imva fold area that are geochemically anomalous, together with the extension of the Yindi and Adumbi structures, which will form the core of the ten areas of interest to be prioritized for follow-up work in 2017 by Randgold under the joint venture with Loncor.
In February 2017, the Company closed a non-brokered private placement of 4,000,000 units of the Company at a price of Cdn$0.12 per unit for gross proceeds of Cdn$480,000. Each such unit was comprised of one common share of the Company and one-half of one warrant of the Company, with each full warrant entitling the holder to purchase one common share of the Company at a price of Cdn$0.18 for a period of two years. Also in February 2017, the Company closed a second non-brokered private placement of 1,500,000 units of the Company at a price of Cdn$0.13 per unit for gross proceeds of Cdn$195,000. Each such unit was comprised of one common share of the Company and one-half of one warrant of the Company, with each full warrant entitling the holder to purchase one common share of the Company at a price of Cdn$0.18 for a period of two years.
In May 2017, the Company announced that Randgold had commenced exploration ground work on priority targets resulting from the Survey undertaken by Randgold.
Qualified Person
William R. Wilson, a director of the Company and a "qualified person" as such term is defined in National Instrument 43-101, has reviewed and approved the technical information in this MD&A.
Technical Reports
Additional information with respect to the Companys Ngayu project is contained in the technical report of Venmyn Rand (Pty) Ltd dated May 29, 2012 and entitled "Updated National Instrument 43-101 Independent Technical Report on the Ngayu Gold Project, Orientale Province, Democratic Republic of the Congo". Additional information with respect to the Companys North Kivu project is contained in the technical report of Venmyn Rand (Pty) Ltd dated February 29, 2012 and entitled "National Instrument 43-101 Independent Technical Report on the Manguredjipa Gold Project, North Kivu Province, Democratic Republic of the Congo". A copy of each of the said reports can be obtained from SEDAR at www.sedar.com and EDGAR at www.sec.gov.
2
Cautionary Note to U.S. Investors
This MD&A has been prepared in accordance with the requirements of securities laws in effect in Canada, which differ from the requirements of U.S. securities laws. The Company uses the terms, "indicated" and "inferred" resources. U.S. investors are advised that, while such terms are recognized and required by Canadian securities laws, the U.S. Securities and Exchange Commission (the "SEC") does not recognize them. Under U.S. standards, mineralization may not be classified as a "reserve" unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. U.S. investors are cautioned not to assume that all or any part of measured or indicated resources will ever be converted into reserves. Further, "inferred resources" have a great amount of uncertainty as to their existence and as to whether they can be mined legally or economically. It cannot be assumed that all or any part of the "inferred resources" will ever be upgraded to a higher category. Therefore, U.S. investors are also cautioned not to assume that all or any part of the inferred resources exist, or that they can be mined legally or economically. Disclosure of "contained ounces" is permitted disclosure under Canadian regulations, however, the SEC normally only permits issuers to report mineral deposits that do not constitute "reserves" as in place tonnage and grade without reference to unit measures. Accordingly, information concerning descriptions of mineralization and resources disclosed by the Company, may not be comparable to information made public by U.S. companies subject to the reporting and disclosure requirements of the SEC.
U.S. Investors are urged to consider closely the disclosure in the Company's Form 20-F annual report, File No. 001-35124, which may be secured from the Company, or from the SEC's website at http://www.sec.gov/edgar.shtml.
Results of Operations
For the three and six month periods ended June 30, 2017, the Company reported a net loss of $104,924 and $285,509, respectively, compared to a net loss of $151,595 and $353,452 reported for the respective three and six month periods ended June 30, 2016. Expenses capitalized to mineral properties are discussed under the Exploration and Evaluation Expenditures section below. Significant changes in expenses occurred during the three and six month periods ended June 30, 2017 in the expense categories described below as compared to the three and six month periods ended June 30, 2016:
Consulting, management and
professional fees
Consulting, management and professional fees decreased
to $32,029 and $55,342 during the respective three and six month periods ended
June 30, 2017 from $38,046 and $103,514 incurred during the respective
comparative periods in 2016. Professional fees decreased due to lower legal fees
in relation to the Companys general corporate activities during three and six
month periods ended June 30, 2017.
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Travel and promotion
The
Company incurred travel and promotion expenses of $57,517 and $93,212 during the
respective three and six month periods ended June 30, 2017 compared to $25,387
and $44,166 incurred during the respective corresponding periods in 2016. Costs
related to shareholder relations and business promotion activities increased
during the three and six month periods ended June 30, 2017 due to corporate
activities related to securing new financing.
Employee benefits
The
Companys employee benefits expense was $61,806 and $119,867 for the respective
three and six month periods ended June 30, 2017 compared to $49,061 and $92,105
incurred during the respective corresponding periods in 2016. The increase in
costs was mainly due to additional personnel being paid out of the corporate
office.
Office and sundry
Office and
sundry expenses increased to $12,396 during the three month period ended June
30, 2017 from $4,744 during the corresponding period in 2016. During the six
months ended June 30, 2017, office and sundry expenses decreased to $26,165 from
$28,334 during the corresponding period in 2016. The decrease in costs was
mainly due to a reduction in filings fees as well as head office overhead
expenses having been reduced as part of cash conservation measures during the
six months ended June 30, 2017.
Foreign exchange loss/gain
The Company recorded a foreign exchange loss of $49,417 and $62,194
during the respective three and six month periods ended June 30, 2017, compared
to a foreign exchange loss of $660 and $43,561 respectively for the
corresponding periods in 2016. This change was due to fluctuations in the value
of the United States dollar relative to the Canadian dollar.
Compensation expense-share-based
payment
The fair value of employee share-based payment expense was
$5,624 and $14,644 during the respective three and six month periods ended June
30, 2017 compared to $20,620 and $27,210 respectively during the three and six
month periods ended June 30, 2016. This was related to share-based compensation
options issued to employees, directors and officers of the Company in 2016.
Loss /gain on derivative instruments
During the three and six months ended June 30, 2017, the Company
recognized a gain of $114,752 and $87,733 respectively compared to a loss of
$12,126 recognized during the three and six months ended June 30, 2016. This
represents the change in fair value of the outstanding common share purchase
warrants.
Summary of Quarterly Results
The following table sets out certain unaudited consolidated financial information of the Company for each of the last eight quarters, beginning with the second quarter of 2017. This financial information has been prepared using accounting policies consistent with International Accounting Standards (IAS) 34 Interim Financial Reporting issued by the International Accounting Standards Board (IASB). The Companys presentation and functional currency is the United States dollar.
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2017 | 2017 | 2016 | 2016 | |
2nd Quarter | 1st Quarter | 4th Quarter | 3rd Quarter | |
Net loss | $ (104,924) | $ (180,585) | $ (66,013) | $ (78,145) |
Net loss per share | $ (0.00) | $ (0.00) | $ (0.00) | $ (0.00) |
2016 | 2016 | 2015 | 2015 | |
2nd Quarter | 1st Quarter | 4th Quarter | 3rd Quarter | |
Net loss | $ (151,595) | $(201,857) | $ (2,232,636) | $ (25,771) |
Net loss per share | $ (0.00) | $ (0.00) | $ (0.03) | $ (0.00) |
The Companys net loss for the second quarter of 2017 decreased to $104,901 compared to a net loss of $180,585 during the first quarter of 2017. The decrease in net loss was mainly due to an increase in the gain on derivative instruments which was $114,752 during the second quarter of 2017 compared to a loss of $27,019 in the first quarter of 2017. The increase in the gain on derivative instruments was partially offset by an increase in foreign exchange loss which was $49,417 in the second quarter of 2017 compared to $12,777 in the first quarter of 2017. The increase in the gain on derivative instruments was also partially offset by an increase in travel and promotion expenses which were $57,517 during the second quarter of 2017 compared to $35,695 during the first quarter of 2017.
The Companys net loss for the first quarter of 2017 increased to $180,585 compared to a net loss of $66,013 during the fourth quarter of 2016. The increase in net loss was partly due to an increase in travel and promotion expenses which were $35,695 in the first quarter of 2017 compared to $4,088 in the fourth quarter of 2016. Additionally, there was also an increase in consulting, management and professional fees which were $23,311 in the first quarter of 2017 compared to $6,336 in the fourth quarter of 2016. The increase in net loss was also partly due to an increase in foreign exchange loss which was $12,777 in the first quarter of 2017 compared to a gain of $46,161 in the fourth quarter of 2016.
The Companys net loss for the fourth quarter of 2016 decreased to $66,013 compared to a net loss of $78,145 in the third quarter of 2016. The decrease in net loss was partly due to a decrease in travel and promotion expenses which were $4,088 in the fourth quarter of 2016 compared to $28,235 in the third quarter of 2016. Additionally, there was also a decrease in consulting and professional fees which were $6,336 in the fourth quarter of 2016 compared to $28,648 in the third quarter of 2016. The decrease in net loss was also partly due to an increase in foreign exchange gain of $46,161 in the fourth quarter of 2016 compared to $15,174 in the third quarter of 2016. The decrease in travel and promotion expenses and consulting and management fees and the increase in foreign exchange gain were partially offset by an increase in the loss on derivative instruments which was $32,869 in the fourth quarter of 2016 compared to a gain of $38,543 in the third quarter of 2016.
The Companys net loss for the third quarter of 2016 decreased to $78,145 compared to a net loss of $151,595 in the second quarter of 2016. The decrease in net loss was partly due to an increase in the gain on derivative instruments from a loss of $12,126 in the second quarter of 2016 compared to a gain $38,543 in the third quarter of 2016. The decrease in net loss was also partly due to a foreign exchange gain of $15,174 in the third quarter of 2016 compared to a foreign exchange loss of $660 in the second quarter of 2016.
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The Companys net loss for the second quarter of 2016 decreased to $151,595 compared to a net loss of $201,857 in the first quarter of 2016. The decrease in net loss was mainly due to a significant decrease in foreign exchange loss, which had been $42,901 in the first quarter of 2016 compared to $660 in the second quarter of 2016.
The Companys net loss for the first quarter of 2016 decreased to $201,857 compared to a net loss of $$2,232,636 in the fourth quarter of 2015 (see next paragraph for additional information).
The Companys net loss of $2,232,636 for the fourth quarter of 2015 compared to a net loss of $25,771 in the third quarter of 2015 was mainly due to an impairment loss of $2,300,000 recorded during the fourth quarter of 2015 on the exploration and evaluation assets for the Ngayu project, offset by a foreign exchange gain incurred during the fourth quarter resulting from fluctuations of the Canadian dollar against the United States dollar.
Liquidity and Capital Resources
The Company historically relies primarily on equity financings to fund its activities. Although the Company has been successful in completing equity financings in the past, there is no assurance that the Company will secure the necessary financings in the future. The volatility in the gold price has made it more difficult to secure equity financing for many exploration companies.
As at June 30, 2017, the Company had cash and cash equivalents of $2,722 and a working capital deficit of $951,752 compared to cash and cash equivalents of $21,520 and a working capital deficit of $1,150,458 as at December 31, 2016.
During the three and six months ended June 30, 2017, the Company incurred cash exploration expenditures of $622,842 and $714,076 respectively (three and six month periods ended June 30, 2016: $28,843 and $222,996). A breakdown of all exploration expenditures is presented below under Exploration and Evaluation Expenditures.
In February 2017, the Company closed a non-brokered private placement of 4,000,000 units of the Company at a price of Cdn$0.12 per unit for gross proceeds of Cdn$480,000. Each such unit was comprised of one common share of the Company and one-half of one warrant of the Company, with each full warrant entitling the holder to purchase one common share of the Company at a price of Cdn$0.18 for a period of two years. Also in February 2017, the Company closed a second non-brokered private placement of 1,500,000 units of the Company at a price of Cdn$0.13 per unit for gross proceeds of Cdn$195,000. Each such unit was comprised of one common share of the Company and one-half of one warrant of the Company, with each full warrant entitling the holder to purchase one common share of the Company at a price of Cdn$0.18 for a period of two years.
The Company has strategically reduced budgets significantly and implemented cost cutting measures having regard to current market conditions and its low cash position and working capital deficiency. As is typical for an exploration company, the Company will need to raise additional funds to continue its activities. The Company expects to raise such additional funds through offerings of its shares. However, if the Company raises additional funds by issuing additional shares, the ownership percentages of existing shareholders will be reduced and the securities that the Company may issue in the future may have rights, preferences or privileges senior to those of the current holders of the Companys common shares. Such securities may also be issued at a discount to the market price of the Companys common shares, resulting in possible further dilution to the book value per share of common shares. If the Company is unable to raise sufficient funds through equity offerings, it may need to sell an interest in its properties. There can be no assurance the Company would be successful in selling any such interest.
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Contractual Obligations
The Company has no contractual obligations relating to future operating lease commitments as at June 30, 2017.
Exploration and Evaluation Expenditures
The following table provides a breakdown of exploration and evaluation expenditures incurred during the six months ended June 30, 2017:
North Kivu Project | Ngayu Project | Total | |||||||
Balance 12/31/2016 | $ | 10,105,415 | $ | 17,752,354 | $ | 27,857,769 | |||
Field camps expenses | - | 21,968 | 21,968 | ||||||
Geophysics | - | 174 | 174 | ||||||
Geochemistry | 488 | 4,389 | 4,877 | ||||||
Geology | 18,856 | 169,700 | 188,556 | ||||||
Professional fees | 54,297 | 73,269 | 127,566 | ||||||
Business promotion | - | 1,343 | 1,343 | ||||||
Travel | 1,136 | 26,120 | 27,256 | ||||||
Office and sundry | 72,839 | 167,832 | 240,671 | ||||||
Interest and bank charges | 16,397 | 2,029 | 18,426 | ||||||
Salaries | - | 9,020 | 9,020 | ||||||
Amortization | 1,719 | 15,468 | 17,187 | ||||||
Other | 30 | 75,336 | 75,366 | ||||||
Expenditures for the period | 165,762 | 566,648 | 732,410 | ||||||
Funding from Randgold | - | (721,836 | ) | (721,836 | ) | ||||
Balance 06/30/2017 | $ | 10,271,177 | $ | 17,597,166 | $ | 27,868,344 |
The following table provides a breakdown of exploration and evaluation expenditures incurred during the six months ended June 30, 2016:
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North Kivu Project | Ngayu Project | Total | |||||||
Balance 12/31/2015 | $ | 10,096,482 | $ | 17,739,748 | $ | 27,836,230 | |||
Professional fees | 600 | 16,720 | 17,320 | ||||||
Travel | 5 | 2,450 | 2,455 | ||||||
Office and sundry | 721 | 153,686 | 154,407 | ||||||
Interest and bank charges | 1,040 | 2,080 | 3,120 | ||||||
Salaries | 581 | 5,243 | 5,824 | ||||||
Amortization | 2,248 | 20,231 | 22,479 | ||||||
Gain on disposal of assets | (10 | ) | (2,390 | ) | (2,400 | ) | |||
Other | 20 | 17,097 | 17,117 | ||||||
Expenditures for the period | 5,205 | 216,828 | 222,033 | ||||||
Funding from Randgold | - | (250,784 | ) | (250,784 | ) | ||||
Balance 06/30/2016 | $ | 10,101,687 | $ | 17,705,792 | $ | 27,807,479 |
Outstanding Share Data
The authorized share capital of the Company consists of an unlimited number of common shares and an unlimited number of preference shares, issuable in series. As at August 14, 2017, the Company had outstanding 158,689,732 common shares, 3,190,000 stock options to purchase common shares and 3,625,000 common share purchase warrants.
Related Party Transactions
a) Key Management Personnel
Key management includes directors (executive and non-executive), the Chief Executive Officer (CEO), the Chief Financial Officer, and the senior executives reporting directly to the CEO. The remuneration of the key management of the Company as defined above, during the three and six months ended June 30, 2017 and June 30, 2016 were as follows:
For the three months ended | For the six months ended | |||||||||||
June 30, 2017 | June 30, 2016 | June 30, 2017 | June 30, 2016 | |||||||||
Salaries | $ | 34,681 | $ | 34,174 | $ | 69,348 | $ | 68,049 | ||||
Employee retention allowance | $ | 2,890 | $ | 2,848 | $ | 5,779 | $ | 5,671 | ||||
Compensation expense-share-based payments | $ | 5,624 | $ | 20,620 | $ | 14,644 | $ | 27,210 | ||||
$ | 43,195 | $ | 57,642 | $ | 89,771 | $ | 100,929 |
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b) Other Related Parties
As at June 30, 2017, an amount of $4,074 was due from KuuHubb Inc. (formerly Delrand Resources Limited), a company with common directors, incurred in connection with common expenses (December 31, 2016 - $nil).
As at June 30, 2017, an amount of $7,223 relating to advances provided to the Company was due to Arnold Kondrat, a director and officer of the Company (December 31, 2016 - $77,443).
As at June 30, 2017, an amount of $50,253 was due to Gentor Resources Inc. (a company with common directors) related to common expenses (December 31, 2016 - $49,085).
June 30, 2017 | December 31, 2016 | |||||
Due from related party | $ | 4,074 | $ | - | ||
Due to related parties | $ | 57,476 | $ | 127,909 |
Accounting Standards Issued But Not Yet Effective
The Company has reviewed new and revised accounting pronouncements that have been issued but are not yet effective and determined that the following may have an impact on the Company:
IFRS 9, Financial instruments (IFRS 9) was issued by the International Accounting Standards Board (IASB) on July 24, 2014 and will replace IAS 39 Financial Instruments: Recognition and Measurement. IFRS 9 is intended to reduce the complexity for the classification, measurement, and impairment of financial instruments. The mandatory effective date is for annual periods beginning on or after January 1, 2018. The Company is evaluating the impact of this standard on its consolidated financial statements.
IFRS 16, Leases (IFRS 16) was issued by the IASB in January 2016 and will replace IAS 17 Leases. IFRS 16 specifies the methodology to recognize, measure, present and disclose leases. The standard provides a single lessee accounting model, requiring lessees to recognize assets and liabilities for all leases unless the lease term is 12 months or less or the underlying asset has a low value. The mandatory effective date is for annual periods beginning on or after January 1, 2019. The Company is evaluating the impact of this standard on its consolidated financial statements.
Critical Accounting Estimates
The preparation of the Companys consolidated financial statements in conformity with International Financial Reporting Standards (IFRS) requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Information about critical judgments in applying accounting policies and estimates that have the most significant effect on the amounts recognized in the consolidated financial statements included the following:
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Estimates:
Impairment
Assets, including property, plant and equipment and exploration and evaluation assets, are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amounts exceed their recoverable amounts. The assessment of the fair value often requires estimates and assumptions such as discount rates, exchange rates, commodity prices, rehabilitation and restoration costs, future capital requirements and future operating performance. Changes in such estimates could impact recoverable values of these assets. Estimates are reviewed regularly by management.
Share-based payment transactions
The Company measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. Estimating fair value for share-based payment transactions requires determining the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determining the most appropriate inputs to the valuation model including the expected life of the stock option, volatility and dividend yield and making assumptions about them.
For warrant-based derivative financial instruments, the Company uses the Black-Scholes option pricing model to estimate fair value of the derivative instruments. The assumptions and models used for estimating fair value of warrant-based derivative financial instruments are disclosed in Note 12 of the Second Quarter Financial Statements.
Judgments:
Provisions and contingencies
The amount recognized as provision, including legal, contractual and other exposures or obligations, is the best estimate of the consideration required to settle the related liability, including any related interest charges, taking into account the risks and uncertainties surrounding the obligation. In addition, contingencies will only be resolved when one or more future events occur or fail to occur. Therefore, assessment of contingencies inherently involves the exercise of significant judgment and estimates of the outcome of future events. The Company assesses its liabilities and contingencies based upon the best information available, relevant tax laws and other appropriate requirements.
Title to mineral property interests
Although the Company has taken steps to verify title to mineral properties in which it has an interest, these procedures do not guarantee the Companys title. Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects.
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Exploration and evaluation expenditure
The application of the Companys accounting policy for exploration and evaluation expenditure requires significant judgment in determining whether it is likely that future economic benefits will flow to the Company, which may be based on assumptions about future events or circumstances. Estimates and assumptions made may change if new information becomes available. There are key circumstances that would indicate a test for impairment is required, which include: the expiry of the right to explore, substantive expenditure on further exploration is not planned, exploration for and evaluation of the mineral resources in the area have not led to discovery of commercially viable quantities, and/or sufficient data exists to show that the carrying amount of the asset is unlikely to be recovered in full from successful development or by sale. If information becomes available suggesting impairment, the amount capitalized is written off in the consolidated statement of comprehensive loss during the year the new information becomes available.
Significant judgements have been made with regards to the potential for indicators of impairment. This includes judgements related to the ability to carry out the desired exploration activities as a result of various permits currently being under force majeure due to the poor security situation at the North Kivu property and the need to allocate resources amongst different projects based on the availability of capital and funding.
Functional and presentation currency
Judgment is required to determine the functional currency of the Company and its subsidiaries. These judgments are continuously evaluated and are based on managements experience and knowledge of the relevant facts and circumstances.
Financial Risk Management
Fair Value of Financial Assets and Liabilities
The consolidated statements of financial position carrying amounts for cash and cash equivalents, advances receivable, balances due from/to related parties, accounts payable, accrued liabilities and the employee retention allowance approximate fair value due to their short-term nature. Due to the use of subjective judgments and uncertainties in the determination of fair values these values should not be interpreted as being realizable in an immediate settlement of the financial instruments.
Fair value hierarchy
The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which the fair value is observable:
|
Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities; | |
| ||
|
Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); |
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|
Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs). |
There were no transfers between Level 1, 2 and 3 during the reporting period. Cash and cash equivalents are ranked Level 1 as the market value is readily observable. The carrying value of cash and cash equivalents approximates fair value, as maturities are less than three months. The fair value of warrants would be ranked in the hierarchy as Level 2.
Foreign Currency Risk
Foreign exchange risk is the risk that a variation in exchange rates between the United States dollar and Canadian dollar or other foreign currencies will affect the Companys operations and financial results. A portion of the Companys transactions is denominated in Canadian dollars. Significant foreign exchange gains or losses are reflected as a separate component of the consolidated statement of comprehensive loss. The Company does not use derivatives instruments to reduce its exposure to foreign currency risk. See Note 15(c) of the Second Quarter Financial Statements for additional details.
Credit Risk
Financial instruments which are potentially subject to credit risk for the Company consist primarily of cash and cash equivalents, advances receivable and due from related parties. Cash and cash equivalents are maintained with several financial institutions of reputable credit and may be redeemed upon demand. It is therefore the Companys opinion that such credit risk is subject to normal industry risks and is considered minimal. See Note 15(d) of the Second Quarter Financial Statements for additional details.
Liquidity Risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company attempts to ensure that there is sufficient cash to meet its liabilities when they are due and manages this risk by regularly evaluating its liquid financial resources to fund current and long-term obligations and to meet its capital commitments in a cost-effective manner. If future cash flows are fairly uncertain, the liquidity risk increases. The Companys liquidity requirements are met through a variety of sources, including cash and cash equivalents, and equity capital markets.
Mineral Property Risk
The Companys operations in the DRC are exposed to various levels of political risk and uncertainties, including political and economic instability, government regulations relating to exploration and mining, military repression and civil disorder, all or any of which may have a material adverse impact on the Companys activities or may result in impairment or loss of part or all of the Company's assets.
Risks and Uncertainties
The Company is subject to a number of risks and uncertainties that could significantly impact its operations and future prospects. The following discussion pertains to certain principal risks and uncertainties but is not, by its nature, all inclusive.
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All of the Company's projects are located in the DRC. The assets and operations of the Company are therefore subject to various political, economic and other uncertainties, including, among other things, the risks of war and civil unrest, hostage taking, military repression, labor unrest, illegal mining, expropriation, nationalization, renegotiation or nullification of existing licenses, permits, approvals and contracts, taxation policies, foreign exchange and repatriation restrictions, changing political conditions, international monetary fluctuations, currency controls and foreign governmental regulations that favor or require the awarding of contracts to local contractors or require foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction. Changes, if any, in mining or investment policies or shifts in political attitude in the DRC may adversely affect the Company's operations. Operations may be affected in varying degrees by government regulations with respect to, but not limited to, restrictions on production, price controls, export controls, currency remittance, income taxes, foreign investment, maintenance of claims, environmental legislation, land use, land claims of local people, water use and mine safety. Failure to comply strictly with applicable laws, regulations and local practices relating to mineral rights could result in loss, reduction or expropriation of entitlements. In addition, in the event of a dispute arising from operations in the DRC, the Company may be subject to the exclusive jurisdiction of foreign courts or may not be successful in subjecting foreign persons to the jurisdiction of courts in Canada. The Company also may be hindered or prevented from enforcing its rights with respect to a governmental instrumentality because of the doctrine of sovereign immunity. It is not possible for the Company to accurately predict such developments or changes in laws or policy or to what extent any such developments or changes may have a material adverse effect on the Company's operations.
The DRC is a developing nation emerging from a period of civil war and conflict. Physical and institutional infrastructure throughout the DRC is in a debilitated condition. The DRC is in transition from a largely state controlled economy to one based on free market principles, and from a non-democratic political system with a centralized ethnic power base, to one based on more democratic principles. There can be no assurance that these changes will be effected or that the achievement of these objectives will not have material adverse consequences for the Company and its operations. The DRC continues to experience instability in parts of the country due to certain militia and criminal elements. While the government and United Nations forces are working to support the extension of central government authority throughout the country, there can be no assurance that such efforts will be successful.
The only sources of future funds for further exploration programs which are presently available to the Company are the sale of equity capital, or the offering by the Company of an interest in its properties to be earned by another party carrying out further exploration. There is no assurance that such sources of financing will be available on acceptable terms, if at all. In the event that commercial quantities of minerals are found on the Company's properties, the Company does not have the financial resources at this time to bring a mine into production.
All of the Company's properties are in the exploration stage only and none of the properties contain a known body of commercial ore. The Company currently operates at a loss and does not generate any revenue from its mineral properties. The exploration and development of mineral deposits involve significant financial risks over a significant period of time, which even a combination of careful evaluation, experience and knowledge may not eliminate. Few properties which are explored are ultimately developed into producing mines. Major expenditures may be required to establish reserves by drilling and to construct mining and processing facilities at a site. It is impossible to ensure that the Company's exploration programs will result in a profitable commercial mining operation.
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The Company's mineral resources are estimates and no assurances can be given that the indicated levels of gold will be produced. Such estimates are expressions of judgment based on knowledge, mining experience, analysis of drilling results and industry practices. Valid estimates made at a given time may significantly change when new information becomes available. While the Company believes that its resource estimates are well established, by their nature resource estimates are imprecise and depend, to a certain extent, upon statistical inferences, which may ultimately prove unreliable. If such estimates are inaccurate or are reduced in the future, this could have a material adverse impact on the Company. In addition, there can be no assurance that gold recoveries or other metal recoveries in small-scale laboratory tests will be duplicated in larger scale tests under on-site conditions or during production.
The Company's exploration and, if such exploration is successful, development of its properties is subject to all of the hazards and risks normally incident to mineral exploration and development, any of which could result in damage to life or property, environmental damage and possible legal liability for any or all damage.
The price of gold has fluctuated widely. The future direction of the price of gold will depend on numerous factors beyond the Company's control including international, economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates, global or regional consumption patterns, speculative activities and increased production due to new extraction developments and improved extraction and production methods. The effect of these factors on the price of gold, and therefore on the economic viability of the Company's properties, cannot accurately be predicted. As the Company is only at the exploration stage, it is not yet possible for the Company to adopt specific strategies for controlling the impact of fluctuations in the price of gold.
The Company uses the United States dollar as its functional currency. Fluctuations in the value of the United States dollar relative to the Canadian dollar could have a material impact on the Companys consolidated financial statements by creating gains or losses. The Company recorded a foreign exchange loss of $62,194 during the six month period ended June 30, 2017, compared to a foreign exchange loss of $43,561 during six month period ended June 30, 2016, due to the variation in the value of the United States dollar relative to the Canadian dollar. No currency hedge policies are in place or are presently contemplated.
The natural resource industry is intensely competitive in all of its phases, and the Company competes with many companies possessing greater financial resources and technical facilities than itself.
Reference is made to the Company's annual report on Form 20-F dated March 31, 2017 for additional risk factor disclosure (a copy of such document can be obtained from SEDAR at www.sedar.com and EDGAR at www.sec.gov).
Disclosure Controls and Procedures
Management is responsible for establishing and maintaining adequate internal controls over disclosure controls and procedures, as defined in National Instrument 52-109 Certification of Disclosure in Issuers Annual and Interim Filings of the Canadian Securities Administrators and Rules 13a-15(e) and Rule 15d-15(e) under the United States Exchange Act of 1934, as amended. Disclosure controls and procedures are designed to provide reasonable assurance that all relevant information is gathered and reported to senior management, including the Companys Chief Executive Officer and Chief Financial Officer, on a timely basis so that appropriate decisions can be made regarding public disclosure. As at December 31, 2016, management of the Company, with the participation of the Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of the Companys disclosure controls and procedures as required by Canadian securities laws. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that, as of December 31, 2016, the disclosure controls and procedures were adequately designed and effective in ensuring that information required to be disclosed by the Company it files or submits under Canadian securities laws is recorded, processed, summarized and reported within the time periods specified by those laws and that material information is accumulated and communicated to management of the Company, including the Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
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Internal Control Over Financial Reporting
Internal controls have been designed to provide reasonable assurance regarding the reliability of the Companys financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. As at December 31, 2016, the Companys Chief Executive Officer and Chief Financial Officer evaluated or caused to be evaluated under their supervision the effectiveness of the Companys internal control over financial reporting. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control Integrated Framework of 2013. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that, as of December 31, 2016, the Companys internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of the Companys financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.
The Company is required under Canadian securities laws to disclose herein any change in the Companys internal control over financial reporting that occurred during the Companys most recent period that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting. There were no changes in the Companys internal control over financial reporting during the six months ended June 30, 2017, that management believes have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.
It should be noted that a control system, including the Companys disclosure controls and procedures system and internal control over financial reporting system, no matter how well conceived can provide only reasonable, but not absolute, assurance that the objective of the control system will be met and it should not be expected that the Companys disclosure controls and procedures system and internal control over financial reporting will prevent or detect all reporting deficiencies whether caused by either error or fraud.
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FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
FULL CERTIFICATE
I, Arnold T. Kondrat, Chief Executive Officer and President of Loncor Resources Inc., certify the following:
1. Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of Loncor Resources Inc. (the "issuer") for the interim period ended June 30, 2017.
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
4. Responsibility: The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer.
5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer(s) and I have, as at the end of the period covered by the interim filings
(a) |
designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that | ||
(i) |
material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and | ||
(ii) |
information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and | ||
(b) |
designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP. |
5.1 Control framework: The control framework the issuer's other certifying officer(s) and I used to design the issuer's ICFR is Internal Control Integrated Framework (2013) issued by The Committee of Sponsoring Organizations of the Treadway Commission.
5.2 N/A.
5.3 N/A.
6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on April 1, 2017 and ended on June 30, 2017 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.
Date: August 14, 2017.
(signed) "Arnold T. Kondrat" | |
Name: Arnold T. Kondrat | |
Title: Chief Executive Officer and President |
FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
FULL CERTIFICATE
I, Donat K. Madilo, Chief Financial Officer of Loncor Resources Inc., certify the following:
1. Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of Loncor Resources Inc. (the "issuer") for the interim period ended June 30, 2017.
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
4. Responsibility: The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer.
5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer(s) and I have, as at the end of the period covered by the interim filings
(a) |
designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that | ||
(i) |
material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and | ||
(ii) |
information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and | ||
(b) |
designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP. |
5.1 Control framework: The control framework the issuer's other certifying officer(s) and I used to design the issuer's ICFR is Internal Control Integrated Framework (2013) issued by The Committee of Sponsoring Organizations of the Treadway Commission.
5.2 N/A.
5.3 N/A.
6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on April 1, 2017 and ended on June 30, 2017 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.
Date: August 14, 2017.
(signed) "Donat K. Madilo" | |
Name: Donat K. Madilo | |
Title: Chief Financial Officer |