EX-99.1 2 aug_ex991.htm CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2019 AND 2018 Blueprint
  Exhibit 99.1
 

 
 
 
 
(An exploration stage company)
 
 
 
 
 
 
CONDENSED CONSOLIDATED INTERIM FIANCIAL STATEMETNS
 
FOR THE THREE MONTHS ENDED MARCH 31, 2019
 
UNAUDITED
 
 
 
 
 
Auryn Resources Inc.
 
 
 
 
 
 
Condensed Consolidated Interim Statements of Financial Position
 
 
 
 
 
 
 
 
 
 
Unaudited (Expressed in thousands of Canadian dollars)
 
 
 
 
 
 
 
 
As at
March 31,
 
 
As at
December 31,
 
 
 
 2019
 
 
 2018
 
 
 
 
 
 
 
 
Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
Cash
 $5,508 
 $1,653 
Marketable securities
  186 
  186 
Amounts receivable
  47 
  57 
Prepaid expenses and deposits
  915 
  717 
 
    
    
 
  6,656 
  2,613 
 
    
    
Non-current assets:
    
    
Restricted cash and cash equivalents
  115 
  115 
Prepaid expenses and deposits
  183 
  198 
Mineral property interests
  39,014 
  39,072 
Equipment
  1,459 
  1,525 
 
  40,771 
  40,910 
Total assets
 $47,427 
 $43,523 
 
    
    
 
    
    
Liabilities and Equity
    
    
 
    
    
Liabilities
    
    
 
    
    
Current liabilities:
    
    
Accounts payable and accrued liabilities
 $985 
 $836 
Flow-through share premium liability (note 4)
  285 
  317 
 
    
    
 
  1,270 
  1,153 
 
    
    
Non-current liabilities:
    
    
Provision for site reclamation and closure
  1,902 
  1,891 
 
    
    
Total liabilities
 $3,172 
 $3,044 
 
    
    
Equity:
    
    
Share capital
 $127,981 
 $121,988 
Share option and warrant reserve
  6,720 
  6,937 
Accumulated other comprehensive income
  151 
  225 
Deficit
  (90,597)
  (88,671)
 
    
    
Total equity
 $44,255 
 $40,479 
 
    
    
Total liabilities and equity
 $47,427 
 $43,523 
 
    
    
 
Subsequent events (note 3(c))
 
 
 
 
 
Approved on behalf of the Board of Directors:
 
 
 
 
 
 
 
 
  "Shawn Wallace"
"Steve Cook"
 
Chief Executive Officer
Director
 
 
 
 
The accompanying notes form an integral part of these condensed consolidated interim financial statements.
 
 
1 of 16
 
 
Auryn Resources Inc.
 
 
 
 
 
 
Condensed Consolidated Interim Statements of Loss and Comprehensive Loss
 
 
 
 
 
 
 
Unaudited (Expressed in thousands of Canadian dollars, except per share amounts)
 
 
 
 
 
 
 
 
Three months ended March 31,
 
 
 
2019
 
 
2018
 
 
 
 
 
 
 
 
Operating expenses
 
 
 
 
 
 
Exploration and evaluation costs (note 5)
 $775 
 $2,291 
Fees, salaries and other employee benefits
  533 
  487 
Insurance
  77 
  85 
Legal and professional fees
  67 
  53 
Marketing and investor relations
  250 
  348 
Office and administration
  120 
  95 
Regulatory, transfer agent and shareholder information
  67 
  82 
 
  1,889 
  3,441 
 
    
    
Other expenses (income):
    
    
Project investigation costs
  41 
  18 
Accretion of provision for site reclamation and closure
  11 
  9 
Interest and other income
  (1)
  (12)
Amortization of flow-through share premium (note 4)
  (32)
  (156)
Loss on marketable securities
   
  172 
Foreign exchange loss
  18 
  (9)
 
  37 
  22 
 
    
    
 
    
    
Loss for the period
 $1,926 
 $3,463 
 
    
    
Other comprehensive loss (income), net of tax
    
    
Items that may be reclassified subsequently to profit or loss:
    
    
Unrealized currency loss (gain) on translation of foreign operations
  74 
  (66)
 
    
    
Other comprehensive loss (income) for the period
  74 
  (66)
 
    
    
Total comprehensive loss for the period
 $2,000 
 $3,397 
 
    
    
Basic and diluted loss per share (note 11)
 $0.02 
 $0.04 
 
    
    
 
    
    
Basic and diluted weighted average number of shares outstanding (note 11)
  90,981,510 
  79,381,649 
 
    
    
 
    
    
 
    
    
 
The accompanying notes form an integral part of these condensed consolidated interim financial statements.
 
 
 
2 of 16
 
 
Auryn Resources Inc.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Condensed Consolidated Interim Statements of Equity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unaudited (Expressed in thousands of Canadian dollars, except share amounts)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Accumulated other
 
 
 
 
 
 
 
 
 
 Number of
 
 
 
 
 
Share option and
 
 
comprehensive
 
 
 
 
 
 
 
 
 
 common shares
 
 
Share capital
 
 
warrant reserve
 
 
income (loss)
 
 
Deficit
 
 
Total
 
 
 
 
 
 
 
 
 
 
 
 
 Restated(note 4)
 
 
 Restated(note 4)
 
 
 Restated(note 4)
 
Balance at December 31, 2017
  78,746,230 
 $105,870 
 $6,046 
 $(60)
 $(70,997)
 $40,859 
 
    
    
    
    
    
    
Comprehensive income (loss) for the period
   
   
   
  66 
  (3,463)
  (3,397)
Shares issued pursuant to offering, net of share issue
    
    
    
    
    
    
 costs and flow-through liability
  7,107,211 
  10,543 
   
   
   
  10,543 
Warrants exercised (note 6 (b) iv)
  5,000 
  11 
  (4)
   
   
  7 
Share-based compensation (note 7 (a))
   
   
  59 
   
   
  59 
 
    
    
    
    
    
    
Balance at March 31, 2018
  85,858,441 
 $116,424 
 $6,101 
 $6 
 $(74,460)
 $48,071 
 
    
    
    
    
    
    
Balance at December 31, 2018
  90,387,816 
 $121,988 
 $6,937 
 $225 
 $(88,671)
 $40,479 
 
    
    
    
    
    
    
Comprehensive loss for the period
   
   
   
  (74)
  (1,926)
  (2,000)
Shares issued pursuant to offerings, net of share issue
    
    
    
    
    
    
 costs (note 6 (b) i)
  3,284,375 
  5,122 
   
   
   
  5,122 
Share options exercised (note 6 (b) ii)
  835,000 
  871 
  (426)
    
    
  445 
Share-based compensation (note 7 (a))
   
   
  209 
   
   
  209 
 
    
    
    
    
    
    
Balance at March 31, 2019
  94,507,191 
 $127,981 
 $6,720 
 $151 
 $(90,597)
 $44,255 
 
    
    
    
    
    
    
 
The accompanying notes form an integral part of these condensed consolidated interim financial statements.
 
 
 
3 of 16
 
 
Auryn Resources Inc.
 
 
 
 
 
 
Condensed Consolidated Interim Statements of Cash Flows
 
 
 
 
 
 
 
Unaudited (Expressed in thousands of Canadian dollars)
 
 
 
 
 
 
 
 
Three months ended March 31,
 
 
 
2019
 
 
2018
 
 
 
 
 
 
 
 
Cash (used in) provided by:
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating activities:
 
 
 
 
 
 
Loss for the period
 $(1,926)
 $(3,463)
Items not involving cash:
    
    
Interest income
  (1)
  (12)
Accretion of provision for site reclamation and closure
  11 
  9 
Loss on marketable securities
   
  172 
Amortization of flow-through share premium (note 4)
  (32)
  (156)
Unrealized foreign exchange loss
  4 
  73 
Share-based compensation (note 7(a))
  209 
  59 
Depreciation of fixed assets
  66 
  64 
Changes in non-cash working capital:
    
    
Amounts receivable
  11 
  457 
Prepaid expenses and deposits
  (157)
  (44)
Accounts payable and accrued liabilities
  118 
  296 
Cash used in operating activities
  (1,697)
  (2,545)
 
    
    
Investing activities:
    
    
Interest received
  1 
  12 
Mineral property acquisition costs
  (12)
  (22)
Cash used in investing activities
  (11)
  (10)
 
    
    
Financing activities:
    
    
Proceeds from issuance of common shares,
    
    
net of cash share issuance costs (note 6 (b))
  5,122 
  11,290 
Proceeds from share option and warrant exercises (note 6 (b))
  445 
  7 
Cash provided by financing activities
  5,567 
  11,297 
 
    
    
 
    
    
Effect of foreign exchange rate changes on cash
  (4)
  (66)
 
    
    
Increase in cash
  3,855 
  8,676 
 
    
    
Cash, beginning of the period
  1,653 
  2,474 
 
    
    
Cash, end of the period
 $5,508 
 $11,150 
 
    
    
Supplemental cash flow information (note 9)
    
    
 
    
    
 
The accompanying notes form an integral part of these condensed consolidated interim financial statements.
 
 
 
4 of 16
Auryn Resources Inc.
Notes to the Condensed Consolidated Interim Financial Statements
Unaudited (Expressed in thousands of Canadian dollars, except per share amounts)
 
Three months ended March 31, 2019 and 2018
 
1. 
Corporate information
 
Auryn Resources Inc. (the “Company” or “Auryn”) was incorporated on June 9, 2008, under the British Columbia Business Corporations Act.
 
The Company trades on the Toronto Stock Exchange under the symbol AUG.TO, and effective July 17, 2017 the Company’s common shares commenced trading on the NYSE-American under the symbol AUG. The Company’s principal business activity is the acquisition, exploration and development of resource properties in Canada and Peru.
 
The Company, through its wholly owned subsidiaries, owns the mineral concessions comprising the Committee Bay and Gibson MacQuoid mineral properties both located in Nunavut (note 3 (a)), as well as the Homestake Ridge Project in northwestern British Columbia (note 3 (b)). The Company has also secured rights to various mining concessions in southern Peru (note 3 (c)) which include the Sombrero and Huilacollo projects.
 
The head office and principal address of Auryn is located at 1199 West Hastings Street, Suite 600, Vancouver, British Columbia, V6E 3T5.
 
2. 
Basis of presentation
 
(a)
Statement of compliance
 
These condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard (“IAS”) 34, “Interim Financial Reporting” using accounting policies consistent with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations issued by the International Financial Reporting Interpretations Committee (“IFRIC”). The accounting policies followed in these condensed consolidated interim financial statements are the same as those applied in the Company’s most recent audited consolidated financial statements for the year ended December 31, 2018 except as follows:
 
Leases
 
In January 2016, the IASB published a new accounting standard, IFRS 16 - Leases ("IFRS 16") which supersedes IAS 17 - Leases. IFRS 16 applies a control model to the identification of leases, distinguishing between a lease and a service contract on the basis of whether the customer controls the asset. Control is considered to exist if the customer has the right to obtain substantially all of the economic benefits from the use of an identified asset and the right to direct the use of that asset during the term of the lease. For those assets determined to meet the definition of a lease, IFRS 16 introduces significant changes to the accounting by lessees, introducing a single, on balance sheet accounting model that is similar to the current finance lease accounting, with limited exceptions for short-term leases or leases of low value assets.
 
The Company has made the following elections under IFRS 16:
 
to apply the available exemptions as permitted by IFRS 16 to recognize a lease expense on a straight-line basis for short term leases (lease term of 12 months or less) and low value assets; and
 
to apply the practical expedient whereby leases whose term ends within 12 months of the date of initial application would be accounted for in the same way as short-term leases.
 
The adoption of IFRS 16 did not have a material impact on the Company’s financial statements. Due to the seasonality of the Company’s exploration programs, its exploration and other contracts are short-term in nature and therefore are exempt from the recognition provisions of IFRS 16.
 
 
5 of 16
Auryn Resources Inc.
Notes to the Condensed Consolidated Interim Financial Statements
Unaudited (Expressed in thousands of Canadian dollars, except per share amounts)
 
Three months ended March 31, 2019 and 2018
 
 
2. 
Basis of presentation (continued)
 
(b)
Basis of preparation and consolidation
 
These condensed consolidated interim financial statements have been prepared on a historical cost basis except for marketable securities that have been measured at fair value. The presentation currency is the Canadian dollar; therefore, all amounts, with the exception of per share amounts, are presented in thousands of Canadian dollars unless otherwise noted.
 
These condensed consolidated interim financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries). Control exists when the Company has power over an investee, exposure or rights, to variable returns from its involvement with the investee and the ability to use its power over the investee to affect the amount of the Company’s returns.
 
Subsidiary
Place of incorporation
Functional Currency
 
 Beneficial Interest
 
North Country Gold Corp. (“North Country”)
BC, Canada
CAD
  100%
Homestake Resource Corporation (“Homestake”)
BC, Canada
CAD
  100%
Corisur Peru, S.A.C. (“Corisur”)
Peru
USD
  100%
Sombrero Minerales, S.A.C. (“Sombrero”)
Peru
USD
  100%
Homestake Royalty Corporation (inactive)
BC, Canada
CAD
  100%
 
All intercompany balances and transactions have been eliminated.
 
(c)
Critical accounting judgments and estimates
 
The preparation of financial statements in conformity with IFRS requires management to select accounting policies and make estimates and judgments that may have a significant impact on the condensed consolidated interim financial statements. Estimates are continuously evaluated and are based on management’s experience and expectations of future events that are believed to be reasonable under the circumstances. Actual outcomes may differ from these estimates. The Company’s critical accounting judgments and estimates were presented in note 2 of the audited annual consolidated financial statements for the year ended December 31, 2018 and have been consistently applied in the preparation of these condensed consolidated interim financial statements. No new judgements were applied for the periods ended March 31, 2019 and 2018.
 
3.    
Mineral property interests
 
(a)
Nunavut exploration projects
  
Committee Bay

The Company, through its wholly owned subsidiary North Country, owns a 100% interest in the Committee Bay project located in Nunavut, Canada. The Committee Bay project includes more than 380,000 hectares situated along the Committee Bay Greenstone Belt located within the Western Churchill Province of Nunavut. The Committee Bay project is subject to a 1% Net Smelter Royalty (“NSR”) on gold production, with certain portions subject to an additional 1.5% NSR. The 1.5% NSR is payable on only 7,596 hectares and can be purchased by the Company within two years of commencement of commercial production for $2,000 for each one-third (0.5%) of the NSR.
 
Gibson MacQuoid
 
In 2017, the Company acquired a number of prospecting permits and mineral claims along the Gibson MacQuoid greenstone belt in Nunavut, Canada. The permits are located between the Meliadine deposit and Meadowbank mine and cover approximately 120 km of strike length of the prospective greenstone belt and greater than 350,000 hectares collectively.
 
 
6 of 16
Auryn Resources Inc.
Notes to the Condensed Consolidated Interim Financial Statements
Unaudited (Expressed in thousands of Canadian dollars, except per share amounts)
 
Three months ended March 31, 2019 and 2018
 
 
3.        
Mineral property interests (continued)
 
(b)
Homestake Ridge
 
The Company, through its wholly owned subsidiary Homestake, owns a 100% interest in the Homestake Ridge project subject to various royalty interests held by third parties not exceeding 2%. The project covers approximately 7,500 hectares and is located in the Kitsault Mineral district in north western British Columbia. The project is being explored as a potential high-grade underground mining operation.
 
(c)
Peruvian exploration projects
 
Sombrero
 
The Sombrero copper-gold project, located in southern Peru, covers more than 120,000 hectares acquired through a combination of staking and option agreements which are outlined below:
 
i.
Alturas Option
 
On June 28, 2016, the Company entered into an option agreement (the “Alturas Option”) with Alturas Minerals Corp (“Alturas”) to acquire an 80% or 100% interest in the Sombrero concessions held by Alturas. In order to exercise the Alturas Option and acquire an 80% interest in the project, the Company must incur US$2.1 million in work expenditures within a five-year period. As of March 31, 2019 the Company has incurred US$1.3 million in work expenditures and made cash payments totalling US$0.2 million to Alturas, Upon the Company’s completion of the requirements to earn an 80% interest in the Sombrero Project, the parties shall form a 80:20 Joint Venture. For a period of one year after the formation of the Joint Venture, Alturas’ 20% interest shall be “free carried” and the Company shall have a right to acquire the Alturas 20% interest for US$5.0 million.
 
ii.
Mollecruz Option
 
On June 22, 2018 the Company entered an option agreement (the “Mollecruz Option”) giving the Company the right to acquire a 100% interest in the Mollecruz concessions which are key claims in the northern area of the Sombrero project. Under the Mollecruz Option, the Company may acquire a 100% interest, subject to a 0.5% NSR, through a combination of work expenditures and cash payments as detailed in the table below.
 
Due Dates
Payment & Work Expenditure Status
 
Property Payments
(in ‘000 US$)
 
 
Work Expenditures
(in ‘000 US$)
 
Effective Date (June 22, 2018)
Completed
  50 
  - 
June 22, 2019
 
  50 
  150 
June 22, 2020
 
  100 
  150 
June 22, 2021
 
  200 
  500 
June 22, 2022
 
  300 
  700 
June 22, 2023
 
  900 
  1,500 
Total
 
  1,600 
  3,000 
 
 
7 of 16
Auryn Resources Inc.
Notes to the Condensed Consolidated Interim Financial Statements
Unaudited (Expressed in thousands of Canadian dollars, except per share amounts)
 
Three months ended March 31, 2019 and 2018
 
 
3.
Mineral property interests (continued)
 
(c)
Peruvian exploration projects (continued)
 
iii.
Aceros Option
 
On December 13, 2018 the Company entered a series of agreements (the “Aceros Option”) with Corporacion Aceros Arequipa S.A. (“Aceros”) giving the Company the right to option three key mineral concessions located within the Company’s Sombrero project. If the Aceros Option is exercised, a joint venture would be formed in which the Company would hold an 80% interest (Aceros – 20%). The joint venture would combine the 530 hectare Aceros concessions plus 4,600 hectares of Auryn’s Sombrero land position. The work expenditures and cash payments required under the agreement are as detailed in the table below.
 
Due Dates
Payment & Work Expenditure Status
 
Property Payments
(in ‘000 US$)
 
 
Work Expenditures
(in ‘000 US$)
 
Effective Date (December 13, 2018)
Completed
  140 
  - 
December 13, 2019
 
  60 
  150 
December 13, 2020
 
  250 
  500 
December 13, 2021
 
  350 
  1,500 
December 13, 2022
 
  - 
  3,000 
Total
 
  800 
  5,150 
 
 
Huilacollo
 
On June 2, 2016, the Company acquired the rights to the Huilacollo epithermal property in the Tacna province of southern Peru, which is comprised of 2,000 hectares of intense hydrothermal alteration. The rights were acquired through an option agreement (the “Huilacollo Option”) with a local Peruvian company, Inversiones Sol S.A.C., under which the Company may acquire 100% interest (subject to a 1.5% NSR on precious metals buyable for US$2.5 million and a 2.5% NSR on base metals buyable for US$7.0 million) through a combination of work expenditures and cash payments as outlined in the table below. To date the Company has completed US$4.5 million of work expenditures under the Huilacollo Option and thus did not satisfy the accumulated work expenditure requirement of US$5.0 million before the May 11, 2019 deadline. As permitted by the Huilacollo Option, the Company instead made a cash payment of $258 equal to 50% of the shortfall at the due date to keep the option in good standing.
 
Due Dates
Payment & Work Expenditure Status
 
Property Payments
(in ‘000 US$)
 
 
Work Expenditures
(in ‘000 US$)
 
Effective Date (May 11, 2016)
Completed
  250 
  - 
May 11, 2018
Completed
  500 
  2,000 
May 11, 2019
Completed
  - 
  3,000 
May 11, 2020
 
  250 
  - 
May 11, 2021
 
  250 
  2,000 
May 11, 2022
 
  7,500 
  - 
Total
 
  8,750 
  7,000 
 
During 2017, the Company acquired the rights to certain mineral claims adjacent to the Huilacollo property known as Andamarca claims and Tacora claims. Under the terms of the acquisition agreements, the Company paid US$0.65 million on transferring the concessions in favour of Corisur. The Andamarca concession is subject to a 1.5% NSR of which 50% is buyable for US$2.5 million and the Tacora concession is subject to a 0.5% NSR of which 50% is buyable for US$0.5 million.
 
 
8 of 16
Auryn Resources Inc.
Notes to the Condensed Consolidated Interim Financial Statements
Unaudited (Expressed in thousands of Canadian dollars, except per share amounts)
 
Three months ended March 31, 2019 and 2018
 
 
3.
Mineral property interests (continued)
 
(c)
Peruvian exploration projects (continued)
 
Baños del Indio
 
On September 26, 2016, the Company announced it had entered into an option agreement (the “Baños Option”) with a local Peruvian company, Exploandes S.A.C to earn a 100% interest in the Baños del Indio gold project located in the Tacna province of southern Peru, just 10 km to the north of the Company’s Huilacollo project.
 
Under the Baños Option, the Company may acquire a 100% interest, subject to a 3.0% NSR (50% being buyable for US$ 6.0 million), through a combination of work expenditures and cash payments as detailed in the table below.
 
Due Dates
Payment & Work Expenditure Status
 
Property Payments
(in ‘000 US$)
 
 
Work Expenditures
(in ‘000 US$)
 
Effective Date (September 22, 2016)
Completed
  100 
  - 
September 22, 2017
Completed
  100 
  - 
September 22, 2018*
Deferred*
  100 
  200 
September 22, 2019*
 
  200 
  250 
September 22, 2020*
 
  150 
  1,000 
September 22, 2021*
 
  2,500 
  2,000 
Total
 
  3,150 
  3,450 
 
* Effective September 4, 2018, the Company formally declared the existence of a force majeure event under the Baños Option thereby deferring the Company’s obligation to make the September 22, 2018 property payment and any subsequent property payments and work expenditures. Despite the Company acting in good faith in its negotiations with the community, the Company, to date, has been unable to reach an access agreement in order to initiate its exploration program on the Baños properties. The Company continues to work towards the resolution of this matter.

(d)
Costs capitalized as mineral property interests:
 
The following is a continuity of the Company’s mineral property acquisition costs:
 
 
 
Committee Bay & Gibson MacQuoid
 
 
Homestake Ridge
 
 
Peru
 
 
Total
 
Balance at December 31, 2017
 $18,681 
 $16,060 
 $2,517 
 $37,258 
Additions
  - 
  - 
  1,392 
  1,392 
Change in estimate of provision for
   site reclamation and closure
  190 
  - 
  - 
  190 
Currency translation adjustment
  - 
  - 
  232 
  232 
Balance at December 31, 2018
 $18,871 
 $16,060 
 $4,141 
 $39,072 
Additions
  - 
  - 
  12 
  12 
Currency translation adjustment
  - 
  - 
  (70)
  (70)
Balance at March 31, 2019
 $18,871 
 $16,060 
 $4,083 
 $39,014 
 
 
9 of 16
Auryn Resources Inc.
Notes to the Condensed Consolidated Interim Financial Statements
Unaudited (Expressed in thousands of Canadian dollars, except per share amounts)
 
Three months ended March 31, 2019 and 2018
 
 
4.        
Flow-through share premium liability
 
As at March 31, 2019, the Company has a flow-through share premium liability of $285 (December 31, 2018 - $317) which relates to funds remaining from the non-brokered flow-through private placement completed on August 16, 2018.
 
Flow-through shares are issued at a premium, calculated as the difference between the price of a flow-through share and the price of a common share at that date, as tax deductions generated by the eligible expenditures are passed through to the shareholders of the flow-through shares once the eligible expenditures are incurred and renounced.
 
Below is a summary of the 2018 flow-through financings and the related flow-through share premium liability generated by each financing:
 
 
 
Shares issued
 
 
Flow-through
share price
 
 
Premium per flow-through share
 
 
Flow-through premium liability
 
March 23, 2018*
  1,091,826 
 $2.35 
 $0.67 
 $737 
August 16, 2018
  4,299,375 
 $1.60 - $1.87 
 $0.30 - $0.57 
  1,742 
 
  5,391,201 
    
    
 $2,479 
* Note that the March 23, 2018 flow-through shares were priced in USD with a flow-through price per share of US$1.82 and a flow-through premium of US$0.52 per share.
 
The following table is a continuity of the flow-through share funding and expenditures along with the corresponding impact on the flow-through share premium liability:
 
 
 
Flow-through funding and expenditures
 
   Flow-through premium 
 
 
BC
 
 
Nunavut
 
 
Total
 
 
  liability
 
Balance at December 31, 2017
 $693 
 $- 
 $693 
 $185 
Flow-through funds raised
  1,870 
  8,023 
  9,893 
  2,479 
Flow-through eligible expenditures
  (1,826)
  (7,590)
  (9,416)
  (2,347)
Balance at December 31, 2018
 $737 
 $433 
 $1,170 
 $317 
Flow-through eligible expenditures
  (41)
  (93)
  (134)
  (32)
Balance at March 31, 2019
 $696 
 $340 
 $1,036 
 $285 
 
5.        
Exploration and evaluation costs
 
For the three months ended March 31, 2019, the Company’s exploration and evaluation costs are broken down as follows:
 
 
 
Committee Bay & Gibson MacQuoid
 
 
Homestake Ridge
 
 
Peru
 
 
Total
 
Assaying
 $7 
 $8 
 $14 
 $29 
Camp cost, equipment and field supplies
  68 
  5 
  72 
  145 
Geological consulting services
  - 
  - 
  206 
  206 
Permitting, environmental and community costs
  6 
  2 
  151 
  159 
Expediting and mobilization
  - 
  - 
  5 
  5 
Salaries and wages
  75 
  26 
  67 
  168 
Fuel and consumables
  - 
  - 
  5 
  5 
Aircraft and travel
  4 
  - 
  10 
  14 
Share based compensation
  15 
  6 
  23 
  44 
Total for the three months ended March 31, 2019
 $175 
 $47 
 $553 
 $775 
 
 
10 of 16
Auryn Resources Inc.
Notes to the Condensed Consolidated Interim Financial Statements
Unaudited (Expressed in thousands of Canadian dollars, except per share amounts)
 
Three months ended March 31, 2019 and 2018
 
 
5.        
Exploration and evaluation costs (continued)
 
For the three months ended March 31, 2018, the Company’s exploration and evaluation costs are broken down as follows:
 
 
 
Committee Bay & Gibson MacQuoid
 
 
Homestake Ridge
 
 
Peru
 
 
Total
 
Assaying
 $17 
 $7 
 $48 
 $72 
Exploration drilling
  128 
  - 
  307 
  435 
Camp cost, equipment and field supplies
  220 
  18 
  374 
  612 
Geological consulting services
  89 
  115 
  178 
  382 
Geophysical analysis
  2 
  - 
  - 
  2 
Permitting, environmental and community costs
  87 
  24 
  151 
  262 
Expediting and mobilization
  14 
  1 
  5 
  20 
Salaries and wages
  266 
  38 
  75 
  379 
Fuel and consumables
  - 
  - 
  3 
  3 
Aircraft and travel
  76 
  - 
  22 
  98 
Share based compensation
  11 
  1 
  14 
  26 
Total for the three months ended March 31, 2018
 $910 
 $204 
 $1,177 
 $2,291 
 
6.      
Share capital
 
(a)
Authorized
 
Unlimited common shares without par value.
 
Unlimited preferred shares - nil issued and outstanding.
 
(b)
Share issuances
 
Three months ended March 31, 2019:
 
i.
On March 27, 2019, the Company completed a non-brokered private placement for gross proceeds of $5,255. The placement consisted of 3,284,375 common shares (the “Shares”) priced at CAD$1.60 per Share (the “2019 Offering”). The Shares issued under the 2019 Offering are subject to a four-month hold period and were not registered in the United States.
 
Share issue costs related to the 2019 Offering totalled $133, which included $110 in commissions, and $23 in other issuance costs. A reconciliation of the impact of the 2019 Offering on share capital is as follows:
 
 
 
Number of common shares
 
 
Impact on
share capital
 
 
Common shares issued at $1.60 per share3,284,375
 
 
 
 
 $5,255 
Cash share issue costs
  - 
  (133)
Proceeds net of share issue costs
  3,284,375 
 $5,122 
 
ii.
During the three months ended March 31, 2019, 835,000 shares were issued as a result of share options being exercised with a weighted average exercise price of approximately $0.53 for gross proceeds of $445 and $426 attributed to these share options was transferred from the equity reserves and recorded against share capital.
 
 
11 of 16
Auryn Resources Inc.
Notes to the Condensed Consolidated Interim Financial Statements
Unaudited (Expressed in thousands of Canadian dollars, except per share amounts)
 
Three months ended March 31, 2019 and 2018
 
 
6.
Share capital (continued)
 
(b)
Share issuances (continued)
 
Three months ended March 31, 2018:
 
iii.
On March 23, 2018 the Company closed the “March 2018 Offering” by issuing a total of 6,015,385 common shares of the Company at a price of US$1.30 per share for gross proceeds of US$7.8 million.  The March 2018 Offering was completed pursuant to an underwriting agreement dated March 13, 2018 among the Company and Cantor Fitzgerald Canada Corporation and a syndicate of underwriters. In addition, the Company completed a concurrent private placement financing involving the sale of 1,091,826 flow-through common shares at a price equal to the Canadian dollar equivalent of US$1.82 per share, for gross proceeds of US$2.0 million. The proceeds from the sale of the March 2018 flow-through shares were used exclusively for exploration on the Company’s Committee Bay project.
 
Share issue costs related to the March 2018 Offering totaled $1,340, which included $756 in commissions, and $584 in other issuance costs. A reconciliation of the impact of the March 2018 Offering on share capital is as follows:
 
 
 
Number of
common shares
 
 
Impact on
share capital
 
Common shares issued at US$1.30 per share
  6,015,385 
 $10,054 
Flow-through shares issued at US$1.82 per share
  1,091,826 
  2,561 
Share issue costs
  - 
  (1,340)
Proceeds net of share issue costs
  7,107,211 
  11,275 
Flow-through share premium liability
  - 
  (737)
 
  7,107,211 
 $10,538 
 
iv.
During the three months ended March 31, 2018, 5,000 shares were issued as a result of share purchase warrants being exercised with an average exercise price of $1.40 for gross proceeds of $7 and $4 attributed to these share purchase warrants was transferred from the share option and warrant reserve and recorded against share capital.
 
7.
Share option and warrant reserves
 
(a)
Share-based payments
 
The Company maintains a Rolling Share Option Plan providing for the issuance of share options up to 10% of the Company’s issued and outstanding common shares at the time of the grant. The Company may grant share options from time to time to its directors, officers, employees and other service providers. The share options vest as to 25% on the date of the grant and 12½% every three months thereafter for a total vesting period of 18 months.
 
The continuity of the number of share options issued and outstanding is as follows:
 
 
 
Number of share options
 
 
Weighted average exercise price
 
Outstanding, December 31, 2017
  4,810,000 
 $1.97 
Granted
  1,775,000 
  1.42 
Exercised
  (220,000)
  0.91 
Expired
  (103,750)
  2.35 
Forfeited
  (56,250)
  1.60 
Outstanding, December 31, 2018
  6,205,000 
 $1.85 
Granted
  210,000 
  1.36 
Exercised
  (835,000)
  0.53 
Expired
  (140,000)
  2.02 
Outstanding, March 31, 2019
  5,440,000 
 $2.03 
 
 
12 of 16
Auryn Resources Inc.
Notes to the Condensed Consolidated Interim Financial Statements
Unaudited (Expressed in thousands of Canadian dollars, except per share amounts)
 
Three months ended March 31, 2019 and 2018
 
 
7.
Share option and warrant reserves (continued)
 
(a)
Share-based payments (continued)
 
As at March 31, 2019, the number of share options outstanding and exercisable was:
 
 
 
Outstanding
 
 
Exercisable
 
Expiry date
 
Number of options
 
 
Exercise price
 
 
Remaining contractual life (years)
 
 
Number of options
 
 
Exercise price
 
 
Remaining contractual life (years)
 
Aug 17, 2020
  935,000 
 $1.30 
  1.38 
  935,000 
 $1.30 
  1.38 
June 21, 2021
  2,095,000 
  2.63 
  2.22 
  2,095,000 
  2.63 
  2.22 
Jan 10, 2022
  440,000 
  3.22 
  2.78 
  440,000 
  3.22 
  2.78 
May 5, 2022
  65,000 
  3.04 
  3.10 
  65,000 
  3.04 
  3.10 
June 20, 2023
  795,000 
  1.42 
  4.22 
  496,875 
  1.42 
  4.22 
June 26, 2023
  900,000 
  1.42 
  4.24 
  562,500 
  1.42 
  4.24 
Feb 7, 2024
  210,000 
  1.36 
  4.86 
  52,500 
  1.36 
  4.86 
 
  5,440,000 
 $2.03 
  2.86 
  4,646,875 
 $2.13 
  2.61 
 
The Company uses the fair value method of accounting for all share-based payments to directors, officers, employees and other service providers. During the three months ended March 31, 2019 and March 31, 2018 the Company recognized share-based compensation expense as follows:
 
 
 
 Three months ended March 31,
 
 
 
2019
 
 
2018
 
 
 
 
 
 
 
 
Recognized in net loss:
 
 
 
 
 
 
Included in exploration and evaluation costs
 $44 
 $26 
Included in fees, salaries and other employee benefits
  157 
  33 
Included in project investigation costs
  8 
  - 
 
 $209 
 $59 
 
During the three months ended March 31, 2019, the Company granted 210,000 share options to directors, officers, employees and others service providers. The weighted average fair value per option of these share options was calculated as $0.71 using the Black-Scholes option valuation model at the grant date.
 
During the three months ended March 31, 2018, the Company did not grant any share options.
 
The fair value of the share-based options granted during the three months ended March 31, 2019 were estimated using the Black-Scholes option valuation model with the following weighted average assumptions:
 
 
 
Three months ended
March 31, 2019
 
Risk-free interest rate
  1.78%
Expected dividend yield
 
Nil
 
Share price volatility
  64%
Expected forfeiture rate
  0%
Expected life in years
  4.52 
 
The risk-free interest rate assumption is based on the Government of Canada benchmark bond yields and treasury bills with a remaining term that approximates the expected life of the share-based options. The expected volatility assumption is based on the historical and implied volatility of the Company’s common shares. The expected forfeiture rate and the expected life in years are based on historical trends.
 
 
13 of 16
Auryn Resources Inc.
Notes to the Condensed Consolidated Interim Financial Statements
Unaudited (Expressed in thousands of Canadian dollars, except per share amounts)
 
Three months ended March 31, 2019 and 2018
 
 
8.
Related party balances and transactions
 
All transactions with related parties have occurred in the normal course of operations. All amounts are unsecured, non-interest bearing and have no specific terms of settlement, unless otherwise noted.
 
(a) Related parties
 
 
 
Three months ended March 31,
 
 
 
2019
 
 
2018
 
Universal Mineral Services Ltd. 1
 
 
 
 
 
 
Exploration and evaluation costs:
 
 
 
 
 
 
Committee Bay and Gibson MacQuoid
 $81 
 $175 
Homestake
  23 
  26 
Peru
  26 
  27 
Fees, salaries and other employee benefits
  92 
  164 
Insurance
  - 
  1 
Marketing and investor relations
  18 
  1 
Office and administration
  94 
  75 
Project investigation costs
  4 
  6 
Total transactions for the periods
 $338 
 $475 
 
1.
Universal Mineral Services Ltd., (“UMS”) is a private company with certain directors and officers in common. Pursuant to an agreement dated March 30, 2012 and as amended on December 30, 2015, UMS provides geological, financial and transactional advisory services as well as administrative services to the Company on an ongoing, cost recovery basis.
 
The outstanding balance owing at March 31, 2019 was $298 (December 31, 2018 – $262). In addition, the Company had $150 on deposit with UMS as at March 31, 2019 (December 31, 2018 - $150).
 
(b)  Compensation of key management personnel
 
During the period, compensation to key management personnel, being the Company’s six executives and six non-executive directors, was as follows:
 
 
 
Three months ended March 31,
 
 
 
2019
 
 
2018
 
Short-term benefits provided to executives
 $316 
 $353 
Directors fees paid to non-executive directors
  37 
  44 
Share-based payments
  139 
  18 
 
 $492 
 $415 
 
9.
Supplemental cash flow information
 
 
 
Three months ended March 31,
 
 
 
2019
 
 
2018
 
Increase (decrease) in cash related to:
 
 
 
 
 
 
Deferred acquisition and financing costs included in accounts payable
 $32 
 $- 
Deferred financing costs reclassified to share issue costs
  - 
  10 
Additions to equipment included in accounts payable
  - 
  60 
 
 
14 of 16
Auryn Resources Inc.
Notes to the Condensed Consolidated Interim Financial Statements
Unaudited (Expressed in thousands of Canadian dollars, except per share amounts)
 
Three months ended March 31, 2019 and 2018
 
 
10.
Segmented information
 
The Company operates in one reportable operating segment, being the acquisition, exploration and development of mineral resource properties.
 
Geographic segmentation of non-current assets is as follows:
 
March 31, 2019
 
Canada
 
 
Peru
 
 
Total
 
 
 
 
 
 
 
 
 
 
 
Restricted cash and cash equivalents
 $115 
 $- 
 $115 
Prepaid expenses and deposits, non-current
  - 
  183 
  183 
Equipment, net
  1,369 
  90 
  1,459 
Mineral property interests
  34,931 
  4,083 
  39,014 
 
 $36,415 
 $4,356 
 $40,771 
 
December 31, 2018
 
Canada
 
 
Peru
 
 
Total
 
 
 
 
 
 
 
 
 
 
 
Restricted cash and cash equivalents
 $115 
 $- 
 $115 
Prepaid expenses and deposits, non-current
  - 
  198 
  198 
Equipment, net
  1,428 
  97 
  1,525 
Mineral property interests
  34,931 
  4,141 
  39,072 
 
 $36,474 
 $4,436 
 $40,910 
 
11.
Loss per share
 
 
 
Three months ended March 31,
 
 
 
2019
 
 
2018
 
Net loss
 $1,926 
 $3,463 
Weighted average number of shares outstanding
  90,981,510 
  79,381,649 
Basic and diluted loss per share
 $0.02 
 $0.04 
 
All of the outstanding share options and share purchase warrants at March 31, 2019 and 2018 were anti-dilutive for the periods then ended as the Company was in a loss position.
 
12.
Financial instruments
 
The Company’s financial instruments consist of cash, marketable securities, amounts receivable, deposits, and accounts payable and accrued liabilities. The fair values of these financial instruments approximate their carrying values, unless otherwise noted.
 
The following summarizes fair value hierarchy under which the Company’s financial instruments are valued:
 
Level 1 – fair values based on unadjusted quoted prices in active markets for identical assets or liabilities;
Level 2 – fair values based on inputs that are observable for the asset or liability, either directly or indirectly; and
Level 3 – fair values based on inputs for the asset or liability that are not based on observable market data.
 
As at March 31, 2019 and December 31, 2018 the only financial instruments measured at fair value were the Company’s marketable securities, which were classified under level 1 of the fair value hierarchy. No transfer occurred between the levels during the period.
 
 
15 of 16
Auryn Resources Inc.
Notes to the Condensed Consolidated Interim Financial Statements
Unaudited (Expressed in thousands of Canadian dollars, except per share amounts)
 
Three months ended March 31, 2019 and 2018
 
 
12.
Financial instruments (continued)
 
The Company’s financial instruments are exposed to credit risk, liquidity risk, and market risks, which include currency risk and interest rate risk. As at March 31, 2019 the primary risks were as follows:
 
Market risk
 
This is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Significant market risks to which the Company is exposed are as follows:
 
(i) 
Foreign currency risk
 
The Company is exposed to currency risk by having balances and transactions in currencies that are different from its functional currency (the Canadian dollar). As at March 31, 2019 and December 31, 2018 the Company’s foreign currency exposure related to its financial assets and liabilities held in US dollars as follows:
 
 
 
March 31, 2019
 
 
December 31, 2018
 
 
 
 
 
 
 
 
Financial assets denominated in foreign currencies
 $39 
 $89 
Financial liabilities denominated in foreign currencies
  (163)
  (57)
Net exposure
 $(124)
 $32 
 
A 10% increase or decrease in the US dollar exchange rate would not have a material impact on the Company’s net loss.
 
(ii)
Other price risk
 
Other price risk is the risk arising from the effect of changes in market conditions on the Company’s marketable securities. The Company is exposed to other price risk through its investment in Bravada Gold Corporation (“BVA”), which is listed on the TSX Venture Exchange.
 
A 10% increase or decrease in the BVA share price would not have a material impact on the Company’s net loss.
 
 
16 of 16