Consolidated Financial Statements
(Expressed in Canadian Dollars)
For the years ended April 30, 2024, and 2023
Independent Auditor's Report |
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To the Shareholders of Vizsla Silver Corp.:
Opinion
We have audited the consolidated financial statements of Vizsla Silver Corp. and its subsidiaries (the "Company"), which comprise the consolidated statements of financial position as at April 30, 2024 and April 30, 2023, and the consolidated statements of loss and comprehensive loss, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including material accounting policy information.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as at April 30, 2024 and April 30, 2023, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with IFRS as issued by the International Accounting Standards Board ("IFRS").
Basis for Opinion
We conducted our audits in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audits of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Value Added Tax (VAT) Receivable
Key Audit Matter Description
We draw attention to Note 4 to the consolidated financial statements. As at April 30, 2024, the Company recognized a Mexican value-added tax receivable (IVA receivable). The Company makes a number of assumptions in assessing the recoverability of the IVA receivable which are subject to risk and uncertainty, including the timing and likelihood of receiving the refund from Mexican tax authorities. We considered this as a key audit matter given the significant judgment made by management in estimating the timing and likelihood of collecting the refund. This resulted in a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating the audit evidence related to managements estimates.
2200 - 1021 West Hastings Street, Vancouver BC, V6E 0C3 | 1.877.688.8408 T: 604.685.8408 F: 604.685.8594 |
Audit Response
We responded to this matter by performing procedures in relation to the classification and recoverability of the IVA receivable. Our audit work in relation to this included, but was not restricted to, the following:
• Reviewed management's assessment on recoverability of the IVA receivable in Mexico and critically assessed areas where there was significant management judgment, including accounting estimates that are subject to a high degree of estimation uncertainty. This included validating the refund status against the Mexican tax authorities' website, obtaining management's assessment on recoverability, and evaluating the reasonableness of procedures in place to expedite the refund process;
• Performed a retrospective review of historical collection and the balances filed;
• Reviewed supporting documentation for VAT receivable incurred and amounts of refunds received during the year, and obtained correspondence between the Company and the Mexican tax authorities to understand the status of VAT receivable filed but not received; and
• Reviewed the adequacy of the disclosures in the consolidated financial statements, including disclosures related to significant judgments and estimates.
Other Information
Management is responsible for the other information. The other information comprises Management's Discussion and Analysis as well as the Annual Report on Form 40-F.
Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audits of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audits or otherwise appears to be materially misstated. We obtained Management's Discussion and Analysis and the Annual Report on Form 40-F prior to the date of this auditor's report. If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company's financial reporting process.
2200 - 1021 West Hastings Street, Vancouver, British Columbia, V6E 0C3 1.877.688.8408 T: 604.685.8408 F: 604.685.8594 MNP.ca |
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Auditor's Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audits and significant audit findings, including any significant deficiencies in internal control that we identify during our audits.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
2200 - 1021 West Hastings Street, Vancouver, British Columbia, V6E 0C3 1.877.688.8408 T: 604.685.8408 F: 604.685.8594 MNP.ca |
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From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partner on the audit resulting in this independent auditor's report is Jian-Kun Xu.
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July 18, 2024 |
Chartered Professional Accountants |
2200 - 1021 West Hastings Street, Vancouver, British Columbia, V6E 0C3 1.877.688.8408 T: 604.685.8408 F: 604.685.8594 MNP.ca |
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VIZSLA SILVER CORP.
Consolidated Statements of Financial Position
Expressed in Canadian dollars
As at | Note | April 30, 2024 | April 30, 2023 | |||||
$ | $ | |||||||
ASSETS | ||||||||
Current assets | ||||||||
Cash and cash equivalents | 3 | |||||||
Short-term investments | 3 | |||||||
Taxes receivable | 4 | |||||||
Other receivables | ||||||||
Prepaid expenses | ||||||||
Deferred payment | 7a | |||||||
Total current assets | ||||||||
Non-current assets | ||||||||
Long-term prepaid expenses | ||||||||
Long-term taxes receivable | 4 | |||||||
Property, plant, and equipment | 5 | |||||||
Investment | 6 | |||||||
Exploration and evaluation assets | 7a | |||||||
Total non-current assets | ||||||||
Total assets | ||||||||
LIABILITIES | ||||||||
Current liabilities | ||||||||
Accounts payable and accrued liabilities | ||||||||
Due to related party | 8 | |||||||
Total liabilities | ||||||||
SHAREHOLDERS' EQUITY | ||||||||
Share capital | 9 | |||||||
Shares to be issued | 9g | |||||||
Reserves | ||||||||
Accumulated other comprehensive gain | ||||||||
Deficit | ( |
) | ( |
) | ||||
Total shareholders' equity | ||||||||
Total liabilities and shareholders' equity |
Note 1 - Nature and Continuance of Operations
Note 14 - Subsequent Events
They are signed on the Company's behalf by: | |
"Michael Konnert" | "Craig Parry" |
Director, CEO | Director, Chairman |
The accompanying notes are an integral part of these consolidated financial statements
Page | 2
VIZSLA SILVER CORP.
Consolidated Statements of Loss and Comprehensive Loss
Expressed in Canadian dollars
For the years ended | |||||||
Note | April 30, 2024 | April 30, 2023 | |||||
$ | $ | ||||||
General and administrative expenses | |||||||
Amortization | |||||||
Consulting fees | |||||||
Directors fees | 8 | ||||||
Foreign exchange (gain) / loss | ( |
) | |||||
Insurance | |||||||
Management fees | 8 | ||||||
Marketing | |||||||
Office and miscellaneous | 8 | ||||||
Professional fees | |||||||
Share based compensation | 9e, f | ||||||
Transaction costs | |||||||
Transfer agent and filing | |||||||
Travel and promotion | |||||||
( |
) | ( |
) | ||||
Other income / (loss) | |||||||
Interest income | |||||||
Revaluation loss on investment in equity instruments | 6 | ( |
) | ( |
) | ||
Impairment loss | 6 | ( |
) | ||||
Net loss | ( |
) | ( |
) | |||
Other comprehensive gain | |||||||
Items that will be reclassified subsequently | |||||||
Translation gain on foreign operations | |||||||
Comprehensive loss | ( |
) | ( |
) | |||
Basic and diluted loss per share | ( |
) | ( |
) | |||
Weighted average number of common shares | |||||||
Basic and diluted |
The accompanying notes are an integral part of these consolidated financial statements
Page | 3
VIZSLA SILVER CORP.
Consolidated Statements of Cash Flows
Expressed in Canadian dollars
For the years ended | Note | April 30, 2024 | April 30, 2023 | ||||
$ | $ | ||||||
Operating activities | |||||||
Net loss for the year | ( |
) | ( |
) | |||
Items not affecting cash: | |||||||
Amortization | 5 | ||||||
Share-based compensation | 9 | ||||||
Revaluation loss on investment in equity instruments | 6 | ||||||
Impairment loss | 6 | ||||||
Changes in non-cash working capital items: | |||||||
Accounts payable and accrued liabilities | ( |
) | |||||
Due to related parties | 8 | ||||||
Taxes receivable | 4 | ( |
) | ( |
) | ||
Other receivable | ( |
) | |||||
Prepaid expenses | ( |
) | |||||
Net cash flows used in operating activities | ( |
) | ( |
) | |||
Investing activities | |||||||
Purchase of exploration and evaluation assets |
7a |
( |
) | ||||
Deferred payment of exploration and evaluation assets | 7a | ( |
) | ||||
Exploration and evaluation expenditures | 7a | ( |
) | ( |
) | ||
Accounts payable related to exploration and evaluation assets | ( |
) | ( |
) | |||
Purchase of equipment | 5 | ( |
) | ( |
) | ||
Strategic investment expenditures | ( |
) | |||||
Redemption (Investment) of term deposits | ( |
) | |||||
Net cash flows provided by/(used) in investing activities | ( |
) | |||||
Financing activities | |||||||
Cash proceeds of common shares issued net of issuance costs | 9b | ||||||
Issuance of common shares - warrants exercise | 9d | ||||||
Issuance of common shares - option exercise | 9e | ||||||
Net cash flows provided by financing activities | |||||||
Effects of foreign exchange | |||||||
Increase (Decrease) in cash and cash equivalents | ( |
) | |||||
Cash and cash equivalents, beginning of year | |||||||
Cash and cash equivalents, end of year | |||||||
Supplemental cash flow | |||||||
Issuance of common shares for strategic investment | |||||||
Share issuance costs - finders warrants | 9d | ||||||
Shares issued for RSUs |
9f |
|
|||||
Shares to be issued for E&E acquisition | 9g |
The accompanying notes are an integral part of these consolidated financial statements
Page | 4
VIZSLA SILVER CORP.
Consolidated Statements of Changes in Equity
Expressed in Canadian dollars, except for number of shares
Common shares | ||||||||||||||||||||||
Note | Number | Amount | Reserves | Share to be issued |
Other comprehensive income (loss) |
Deficit | Total | |||||||||||||||
$ | $ | $ | $ | $ | $ | |||||||||||||||||
Balance, April 30, 2022 | ( |
) | ( |
) | ||||||||||||||||||
Shares issued pursuant to private placement and prospectus |
9b | - | - | - | - | |||||||||||||||||
Shares issued pursuant to strategic investment | 9b | - | - | - | - | |||||||||||||||||
Shares issued pursuant to exercise of warrants and options | 9b | - | - | - | - | |||||||||||||||||
Share issuance costs - cash | 9b | - | ( |
) | - | - | - | - | ( |
) | ||||||||||||
Share issuance costs - finders warrants | 9d | - | ( |
) | - | - | - | - | ||||||||||||||
Stock based compensation - options | 9e | - | - | - | - | - | ||||||||||||||||
Stock based compensation - RSUs | 9f | - | - | - | - | - | ||||||||||||||||
Net loss and other comprehensive loss for the year | - | - | - | - | ( |
) | ( |
) | ||||||||||||||
Balance, April 30, 2023 | ( |
) | ||||||||||||||||||||
Shares issued pursuant to private placement and prospectus | 9b | - | - | - | - | |||||||||||||||||
Shares to be issued pursuant to property acquisition | 9g | - | - | - | - | - | ||||||||||||||||
Shares issued pursuant to exercise of warrants, options, and RSUs | 9b | ( |
) | - | - | - | ||||||||||||||||
Share issuance costs - cash | 9b | - | ( |
) | - | - | - | - | ( |
) | ||||||||||||
Share issuance costs - finders warrants | 9d | - | ( |
) | - | - | - | - | ||||||||||||||
Stock based compensation - options | 9e | - | - | - | - | - | ||||||||||||||||
Stock based compensation - RSUs | 9f | - | - | - | - | - | ||||||||||||||||
Net loss and other comprehensive loss for the year | - | - | - | - | ( |
) | ( |
) | ||||||||||||||
Balance, April 30, 2024 | ( |
) |
The accompanying notes are an integral part of these consolidated financial statements
Page | 5
VIZSLA SILVER CORP. |
Notes to Consolidated Financial Statements |
For the years ended April 30, 2024, and 2023 |
Expressed in Canadian dollars |
1. Nature and Continuance of Operations
The Company was incorporated on September 26, 2017, under the Business Corporations Act (British Columbia) under the name Vizsla Capital Corp. On March 8, 2018, the Company changed its name to Vizsla Resources Corp. On February 5, 2021, the Company changed its name to Vizsla Silver Corp. (the "Company", "Vizsla Silver"). It is trading on the venture exchange under the symbol VZLA. The Company's principal business activity is the exploration of mineral properties. The Company currently conducts substantially all its operations in Canada and Mexico in one business segment.
On January 21, 2022, Vizsla Silver Corp was listed on the NYSE American and commenced trading under the symbol "VZLA".
The head office and principal address of the Company is located at 595 Burrard Street, Suite 1723 Vancouver, BC V7X 1J1.
The Company has not yet determined whether its properties contain ore reserves. The recoverability of the amounts shown for mineral properties and exploration costs is dependent upon the existence of ore reserves, the ability of the Company to obtain the necessary financing to complete the exploration and development of its properties, and future profitable production or proceeds from the disposal of properties.
These consolidated financial statements have been prepared using accounting principles applicable to a going concern which assumes the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business rather than through a process of forced liquidation.
The Company continues to experience risks associated with global inflation and volatility in foreign exchange rates. The Company continues to monitor each of these risks and will execute timely and appropriate measures as necessary. Further, near-term metal prices, exchange rates, discount rates, and other key assumptions used in the Company's accounting estimates are subject to greater uncertainty given the current economic environment. Changes in these assumptions could significantly impact the Company's accounting estimates.
Page | 6
VIZSLA SILVER CORP. |
Notes to Consolidated Financial Statements |
For the years ended April 30, 2024, and 2023 |
Expressed in Canadian dollars |
2. Material Accounting Policies and Basis of Presentation
The consolidated financial statements have been prepared in accordance with the International Financial Reporting Standard ("IFRS") issued by the International Accounting Standards Board ("IASB") and Interpretations of the International Financial Reporting Interpretations Committee ("IFRIC").
These consolidated financial statements have been prepared on a historical cost basis except for certain financial instruments measured at their fair value as explained in the accounting policies below.
In addition, these consolidated financial statements have been prepared using the accrual basis of accounting other than the consolidated statements of cash flows. The consolidated financial statements were approved by the Board of Directors of the Company on July 18, 2024.
a) Basis of Consolidation
The principal subsidiaries of the Company, which are accounted for under the consolidation method, are as follows:
Entity | Principal activities | Country of incorporation and operation |
Ownership interest as at April 30, 2024 |
Ownership interest as at April 30, 2023 |
Canam Alpine Ventures Ltd. | Holding Co | |||
Minera Canam S.A. DE C.V. | Exploring evaluating mineral properties | |||
Operaciones Canam Alpine S.A. DE C.V. |
Exploring evaluating mineral properties | |||
Panuco Royalty Corp. (formerly Vizsla Royalty Corp., Vizsla Copper Corp., and 1283303 B.C. Ltd.) | Royalty Company | |||
Canam Royalties Mexico, S.A. de C.V. | Royalty Company | |||
Vizsla Royalties Corp. | Royalty Company | N/A |
Subsidiaries are all entities (including structured entities) over which the group has control. The group controls an entity when the group is exposed to or has rights to, variable returns from its involvement with the entity and can affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are deconsolidated from the date that control ceases. All significant intercompany transactions and balances have been eliminated.
On October 13, 2023, Vizsla Royalty Corp.'s name was changed to Panuco Royalty Corp., and Vizsla Royalties Corp. was incorporated. Vizsla Royalties Corp. became the Company's wholly-owned subsidiary, and Panuco Royalty Corp. became its wholly-owned subsidiary.
Page | 7
VIZSLA SILVER CORP. |
Notes to Consolidated Financial Statements |
For the years ended April 30, 2024, and 2023 |
Expressed in Canadian dollars |
2. Material Accounting Policies and Basis of Presentation (continued)
b) Material Accounting Policies
Foreign Currency Translation
i) Functional and Presentation Currency
Items included in the financial statements of each consolidated entity in Vizsla Silver Corp.'s group are measured using the currency of the primary economic environment in which the entity operates (the "functional currency"). The functional currency of the Company and its Canadian subsidiaries is Canadian dollars ("CAD"), the functional currency of the Company's Mexican subsidiaries is Mexican Peso ("MXD"). The consolidated financial statements are presented in CAD, which is the Company's presentation currency.
For the purpose of presenting these consolidated financial statements, entities that have a functional currency different from the presentation currency ("foreign operations") are translated into CAD as follows:
- Assets and liabilities: at the closing rate at the date of the statement of financial position; and
- Income and expenses: at the average rate for the period (as this is considered a reasonable approximation of actual rates prevailing at the transaction dates).
Exchange differences arising, if any, are recognized in other comprehensive income and accumulated in equity. When an entity disposes of its entire interest in a foreign operation, or loses control, or significant influence over a foreign operation, the foreign currency gains or losses accumulated in other comprehensive income related to the foreign operation are recognized in profit or loss. If an entity disposes part of an interest in a foreign operation which remains a subsidiary, a proportionate amount of foreign currency gains or losses accumulated in other comprehensive income related to the subsidiary is reallocated between controlling and non-controlling interests.
ii) Transactions and Balances
In preparing the financial statements of each individual Vizsla Silver Corp. entity and subsidiary, transactions in currencies other than the entity's functional currency ("foreign currency") are recognized at the rates of exchange prevailing at the date of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.
Exchange differences on monetary items are recognized in profit or loss in the period in which they arise except for the exchange differences on monetary items receivable from or payable to a foreign operation for which settlement is neither planned nor likely to occur (therefore forming part of the net investment in the foreign operation), which are recognized initially in other comprehensive income and reclassified from equity to profit or loss on repayment of the monetary items.
Page | 8
VIZSLA SILVER CORP. |
Notes to Consolidated Financial Statements |
For the years ended April 30, 2024, and 2023 |
Expressed in Canadian dollars |
2. Material Accounting Policies and Basis of Presentation (continued)
b) Material Accounting Policies (continued)
Cash and cash equivalents
Cash consists of cash on hand, deposits in banks with no restrictions, and highly liquid savings accounts. Cash equivalents include other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. The Company's cash and cash equivalents are invested with major financial institutions in business accounts.
Short-term investments
Short-term investments consist of term deposits with original maturities of more than three months to a year and which are subject to an insignificant risk of changes in value. The Company's term deposits are with major financial institutions.
Property, plant, and equipment
Property, plant, and equipment are stated at cost less accumulated depreciation and accumulated impairment losses. Cost includes expenditures that are directly attributable to the acquisition of the asset. Subsequent costs are included in the asset's carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost can be measured reliably.
The major categories of property, plant, and equipment are depreciated on a straight-line basis as follows:
Mining Equipment |
|
Office Equipment |
|
Computer Equipment |
|
Office improvements |
|
Computer software |
|
Impairment losses are included as part of other gains and losses on the consolidated statements of loss and comprehensive loss.
Exploration and evaluation assets
The Company is in the exploration stage with respect to its investment in mineral interests. Accordingly, once a license to explore an area has been secured, the Company follows the practice of capitalizing all costs relating to the acquisition of, exploration for, and development of exploration and evaluation assets. Such costs include but are not limited to, geological and geophysical studies, exploratory drilling, and sampling. When commercial production commences, these costs will be charged to operations on a unit-of-production method based on proven and probable resources. The aggregate costs, related to abandoned exploration and evaluation assets are charged to operations at the time of any abandonment or when it has been determined that there is evidence of a permanent impairment.
Page | 9
VIZSLA SILVER CORP. |
Notes to Consolidated Financial Statements |
For the years ended April 30, 2024, and 2023 |
Expressed in Canadian dollars |
2. Material Accounting Policies and Basis of Presentation (continued)
b) Material Accounting Policies (continued)
Provision for restoration and rehabilitation
A provision for restoration and rehabilitation is recognized when there is a present legal or constructive obligation because of exploration and development activities undertaken; it is more likely than not that an outflow of economic benefits will be required to settle the obligation and the amount of the provision can be measured reliably. The estimated future obligation includes the cost of removing facilities, abandoning sites, and restoring the affected areas. The provision for future restoration costs is the best estimate of the present value of the expenditure required to settle the restoration obligation at the reporting date. The estimated cost is capitalized into the cost of the related asset and amortized on the same basis as the related assets. If the estimated cost does not relate to an asset, it is charged to earnings in the period in which the event giving raises to the liability occurs.
As at April 30, 2024, and 2023, the Company did not have any provision for restoration and rehabilitation.
Related party transactions
Parties are related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control, related parties may be individuals or corporate entities. A transaction is a related party transaction when there is a transfer of resources or obligations between related parties.
Share capital
Common shares are classified as equity. Transaction costs directly attributable to the issue of common shares and share purchase warrants are recognized as a deduction from equity, net of any tax effects.
Share issue costs
Professional, consulting, regulatory and other costs directly attributable to equity financing transactions are recorded as share issue costs when the financing transactions are completed if the completion of the transaction is considered likely. Otherwise, they are expensed as incurred. Share issue costs are charged to share capital when the related shares are issued. Deferred share issue costs related to financing transactions that are not completed are charged to expenses.
Warrants
Proceeds from issuances by the Company of units consisting of shares and warrants are allocated based on the residual method, whereby the carrying amount of the warrants is determined based on any difference between gross proceeds and the estimated fair market value of the shares. If the proceeds from the offering are less than or equal to the estimated fair market value of shares issued, a nil carrying amount is assigned to the warrants.
Page | 10
VIZSLA SILVER CORP. |
Notes to Consolidated Financial Statements |
For the years ended April 30, 2024, and 2023 |
Expressed in Canadian dollars |
2. Material Accounting Policies and Basis of Presentation (continued)
b) Material Accounting Policies (continued)
Share-based payments
The Company grants share-based compensation to directors, officers, employees and service providers. Each tranche in an award is considered a separate award with its own vesting period. The Company applies the fair value method of accounting for share-based payments and the fair value is calculated using the Black-Scholes option pricing model.
Share-based payments for employees and others providing similar services are determined based on the grant date fair value. Share-based payments for non-employees are determined based on the fair value of the goods/services received or fair value of the share-based payment measured at the date on which the Company obtains such goods/services. Compensation expense is recognized over each tranche's vesting period, in earnings or capitalized as appropriate, based on the number of awards expected to vest.
The Company estimates a forfeiture rate based on historical data and expectations of future forfeitures. The forfeiture rate is reviewed and adjusted, if necessary, at each reporting date. The impact of any changes to the forfeiture rate is recognized in the statement of loss and comprehensive loss with a corresponding adjustment to equity.
Income taxes
Income tax expense comprises current and deferred tax. Income tax is recognized in the statement of loss and comprehensive loss except to the extent it relates to items recognized directly in equity.
Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at year end, adjusted for amendments to tax payable with regards to previous years.
Deferred tax is recognized using the liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized on the initial recognition of assets or liabilities in a transaction that is not a business combination and, at the time of the transaction, affects neither accounting profit nor taxable profit (tax loss); and does not give rise to equal taxable and deductible temporary differences. In addition, deferred tax is not recognized for taxable temporary differences arising on the initial recognition of goodwill. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis, or their tax assets and liabilities will be realized simultaneously.
A deferred tax asset is recognized to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.
Page | 11
VIZSLA SILVER CORP. |
Notes to Consolidated Financial Statements |
For the years ended April 30, 2024, and 2023 |
Expressed in Canadian dollars |
2. Material Accounting Policies and Basis of Presentation (continued)
b) Material Accounting Policies (continued)
Earnings (Loss) per share
Basic earnings per share are computed using the weighted average number of common shares outstanding during the year. Diluted earnings per share amounts are calculated giving effect to the potential dilution that would occur if securities or other contracts to issue common shares were exercised or converted to common shares using the treasury stock method. If the Company incurs net losses in a fiscal year, basic and diluted losses per share are the same.
Financial Instruments
Financial assets
The Company classifies its financial assets in the following categories:
- Fair value through profit or loss (FVTPL)
- Fair value through other comprehensive income (FVTOCI)
- Amortized cost
The determination of the classification of financial assets is made at initial recognition. The Company's accounting policy for each of the categories is as follows:
Financial assets at FVTPL
Financial assets carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the consolidated statements of loss and comprehensive loss. Realized and unrealized gains and losses arising from changes in the fair value of financial assets held at FVTPL are included in the consolidated statements of loss and comprehensive loss.
Financial assets at FVTOCI
Financial assets carried at FVTOCI are initially recognized at fair value plus transaction costs. Subsequently, they are measured at fair value, with gains and losses arising from changes in fair value recognized in other comprehensive losses.
Financial assets at amortized cost
A financial asset is measured at amortized cost if the objective is to hold the financial asset for the collection on contractual cash flows and the asset's contractual cash flows are comprised solely of payments of principal and interest. The financial asset is classified as current or non-current based on its maturity date and is initially recognized at fair value and subsequently carried at amortized cost less any impairment. The Company classifies cash and due from related parties, other receivables and loan receivables in this category.
Impairment of financial assets at amortized cost
The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost.
Page | 12
VIZSLA SILVER CORP. |
Notes to Consolidated Financial Statements |
For the years ended April 30, 2024, and 2023 |
Expressed in Canadian dollars |
2. Material Accounting Policies and Basis of Presentation (continued)
b) Material Accounting Policies (continued)
Financial Instruments (continued)
Financial liabilities
The Company classifies its financial liabilities into one of two categories, depending on the purpose for which the liability was incurred. The Company's accounting policy for each category is as follows:
Financial liabilities at FVTPL
This category comprises derivatives or liabilities acquired or incurred principally for the purpose of selling or repurchasing in the near term. They are carried in the statement of financial position at fair value with changes in fair value recognized in the statements of loss and comprehensive loss.
Other financial liabilities
This category includes accounts payable and accrued liabilities and due to related parties, which are recognized at amortized cost using the effective interest method.
The effective interest method calculates the amortized cost of a financial liability and allocates interest expense over the corresponding period. The effective interest rate is the rate that discounts estimated future cash receipts over the expected life of the financial liability, or, where appropriate, a shorter period. Transaction costs in respect of financial liabilities at fair value through profit or loss are recognized in the statements of operations and comprehensive loss immediately while transaction costs associated with other financial liabilities are included in the initial measurement of the financial liability.
The financial assets are derecognized when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Company neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset. Financial liabilities are derecognized when its contractual obligations are discharged, cancelled or expire. The Company also derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.
Page | 13
VIZSLA SILVER CORP. |
Notes to Consolidated Financial Statements |
For the years ended April 30, 2024, and 2023 |
Expressed in Canadian dollars |
2. Material Accounting Policies and Basis of Presentation (continued)
b) Material Accounting Policies (continued)
Intangible Assets
Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less accumulated amortization and any accumulated impairment losses.
Intangible assets with a finite useful life are amortized on a straight-line basis over their useful lives. The amortization period and the amortization method for an intangible asset with a finite useful life are reviewed at least at each financial year-end. Any changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset is accounted for by changing the amortization period or method, as appropriate, and treated as changes in accounting estimates.
Accounting standards issued but not yet adopted
The new standards or amendments issued but not yet effective are either not applicable or not expected to have a significant impact on the Company's consolidated financial statements.
Accounting pronouncements
Adoption of New Accounting Standards
The new standards, or amendments to standards and interpretations that were adopted by the Company, effective May 1, 2023, are as follows:
Disclosure of Accounting Policies (Amendments to IAS 1)
The IASB has issued amendments to IAS 1 Presentation of Financial Statements which require entities to disclose their "material" accounting policy information rather than their "significant" accounting policies. The amendments explain that accounting policy information is material if omitting, misstating; or obscuring that information could reasonably be expected to influence decisions that the primary users of the financial statements make on, the basis of, those financial statements. The amendments also clarify that accounting policy information may be material because of its nature, even if the related amounts are immaterial.
This amendment is effective for annual periods beginning on or after May 1, 2023. The adoption of this amendment did not have a material impact on the Company's consolidated financial statements.
Definition of Accounting Estimates (Amendments to IAS 8)
The IASB has issued amendments to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors which introduce a definition of accounting estimates and provide other clarifications to help entities distinguish accounting policies from accounting estimates. Under the amendments, accounting estimates are defined as "monetary amounts in financial statements that are subject to measurement uncertainty". The amendments also emphasize that a change in an accounting estimate that results from new information or new developments is not an error correction and that changes in an input or a measurement technique used to develop an accounting estimate are considered changes in accounting estimates if those changes in an input or measurement technique are not the result of an error correction.
This amendment is effective for annual periods beginning on or after May 1, 2023. The adoption of this amendment did not have a material impact on the Company's consolidated financial statements.
Page | 14
VIZSLA SILVER CORP. |
Notes to Consolidated Financial Statements |
For the years ended April 30, 2024, and 2023 |
Expressed in Canadian dollars |
2. Material Accounting Policies and Basis of Presentation (continued)
b) Material Accounting Policies (continued)
Significant accounting judgments and estimates
The preparation of the 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, and related disclosure. Estimates and assumptions are continuously evaluated and are based on management's experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Judgment is used mainly in determining how a balance or transaction should be recognized in the financial statements. Estimates and assumptions are used mainly in determining the measurement of recognized transactions and balances. Actual results may differ from these estimates.
Significant areas where management's judgment has been applied include:
- Impairment of exploration and evaluation assets (E&E assets)
In accordance with the Company's accounting policy, the Company's E&E assets are evaluated every reporting period to determine whether there are any indications of impairment. If any such indication exists, which is often judgmental, a formal estimate of recoverable amount is performed, and an impairment loss is recognized to the extent that the carrying amount exceeds the recoverable amount. The recoverable amount of an asset or cash generating group of assets is measured at the higher of fair value less costs to sell and value in use.
The evaluation of asset carrying values for indications of impairment includes consideration of both external and internal sources of information, including such factors as market and economic conditions, metal prices, future plans for the Company's mineral properties and mineral resources and/or reserve estimates.
Management has assessed for impairment indicators for the Company's E&E assets and has concluded that no indicators of impairment were identified as at April 30, 2024, and April 30, 2023, and the Company plans to continue with its objective of developing Panuco - Copala Property.
- Going concern basis of preparation
The financial statements have been prepared on a going concern basis, which assumes that the Company will continue to operate for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business.
Page | 15
VIZSLA SILVER CORP. |
Notes to Consolidated Financial Statements |
For the years ended April 30, 2024, and 2023 |
Expressed in Canadian dollars |
2. Material Accounting Policies and Basis of Presentation (continued)
b) Material Accounting Policies (continued)
Significant Accounting Judgments and Estimates (continued)
Significant areas requiring the use of management estimates and assumptions include:
- Fair value calculation of share-based payments
The fair value of share-based payments in relation to the warrants and options granted is calculated using a Black Scholes option pricing model. There are several estimates used in the calculation such as the expected option life, rate of forfeiture of options granted, risk-free interest rate used and the future price volatility of the underlying security which can vary from actual future events. The factors applied in the calculation are management's best estimates based on industry averages and future forecasts.
- Assessing whether deferred tax assets and liabilities are recognized in accordance with IAS 12, Income taxes.
Provisions for income taxes are made using the best estimate of the amount expected to be paid based on a qualitative assessment of all relevant factors. The Company reviews the adequacy of these provisions at the end of the reporting period. However, it is possible that at some future date, an additional liability could result from audits by taxing authorities. Where the outcome of these tax-related matters is different from the amounts that were originally recorded, such differences will affect the tax provisions in the period in which such determination is made.
- Tax receivables
Value-added tax ("VAT") receivable is collectible from the government of Mexico. The collection of VAT is subject to risk due to the complex application and collection process and therefore, risk related to the collectability and timing of payment from the Mexican government. The Company uses its best estimates based on the facts known at the time and its experience to determine its best estimate of the collectability and timing of these recoveries. Changes in the assumptions regarding collectability and the timing of collection could impact the valuation and classification of VAT receivable.
3. Cash and Cash Equivalents and Short-term Investments
Cash and cash equivalents of $
Short-term investments include $
At April 30, 2024, the Company had
Page | 16
VIZSLA SILVER CORP. |
Notes to Consolidated Financial Statements |
For the years ended April 30, 2024, and 2023 |
Expressed in Canadian dollars |
4. Taxes Receivable
Taxes receivables consist of amounts due from tax authorities and are classified into current and non-current portions based on the expected timing of recovery.
Current taxes receivables
The current portion of taxes receivable represents amounts expected to be recovered within the next twelve months.
As at April 30, 2024, the current taxes receivable are as follows:
April 30, 2024 | April 30, 2023 | |||||
$ | $ | |||||
Goods and Service Tax (GST) recoverable | ||||||
Mexican Value Added Tax (IVA) recoverable - current | ||||||
Total current taxes receivable |
*Mexican IVA is net of provision of $
Non-current taxes receivables
The non-current portion of taxes receivable represents amounts expected to be recovered after more than twelve months from the reporting date.
As at April 30, 2024, the non-current taxes receivable are as follows:
April 30, 2024 | April 30, 2023 | |||||
$ | $ | |||||
Mexican Value Added Tax (IVA) recoverable - long-term | ||||||
Total non-current taxes receivable |
Page | 17
VIZSLA SILVER CORP. |
Notes to Consolidated Financial Statements |
For the years ended April 30, 2024, and 2023 |
Expressed in Canadian dollars |
5. Property, Plant and Equipment
Computer equipment |
Computer software |
Office equipment |
Mining equipment |
Office improvements |
Total | ||||||||||||||
Cost | $ | $ | $ | $ | $ | $ | |||||||||||||
Balance - April 30, 2022 | |||||||||||||||||||
Additions | |||||||||||||||||||
Disposal | |||||||||||||||||||
Effect of change in exchange rate | |||||||||||||||||||
Balance - April 30, 2023 | |||||||||||||||||||
Additions | |||||||||||||||||||
Disposal | |||||||||||||||||||
Effect of change in exchange rate | |||||||||||||||||||
Balance - April 30, 2024 | |||||||||||||||||||
Accumulated Amortization | |||||||||||||||||||
Balance - April 30, 2022 | |||||||||||||||||||
Amortization | |||||||||||||||||||
Disposal | |||||||||||||||||||
Effect of change in exchange rate | |||||||||||||||||||
Balance - April 30, 2023 | |||||||||||||||||||
Amortization | |||||||||||||||||||
Disposal | |||||||||||||||||||
Effect of change in exchange rate | |||||||||||||||||||
Balance - April 30, 2024 | |||||||||||||||||||
Carrying amounts | |||||||||||||||||||
As at April 30, 2023 | |||||||||||||||||||
As at April 30, 2024 |
Page | 18
VIZSLA SILVER CORP. |
Notes to Consolidated Financial Statements |
For the years ended April 30, 2024, and 2023 |
Expressed in Canadian dollars |
6. Strategic Investment in Prismo Metals Inc. and Intangible Asset
On December 16, 2022, the Company entered a strategic investment with Prismo Metals Inc. ("Prismo"). Prismo is trading on the Canadian Securities Exchange under the symbol "PRIZ". The Company finalized its strategic investment in Prismo on January 6, 2023 ("Closing Date").
Pursuant to the strategic investment, the Company acquired (i) a right of first refusal ("ROFR") to purchase the Palos Verdes project from Prismo, which will remain valid until January 6, 2027, four years from the Closing Date, and (ii)
ROFR in this context refer to the obligation of Prismo to notify the Company of any written offers received from third parties to purchase any portion of the Palos Verdes Properties (referred to as the "Offered Interest").
The Company acquired
The valuation of Prismo shares follows a level 2 fair value measurement. The share price is derived from the market price on the Closing Date of $
The consideration for the strategic investment consisted of a cash payment of $
The fair value of Vizsla shares is determined using a level 2 fair value measurement. The share price is based on the market price on the Closing Date of $
As at Jan 6, 2023 | DLOM | |
Date | Vizsla | Prismo |
06-Jul-23 | ||
06-Jan-24 | ||
06-Jul-24 | ||
06-Jan-25 |
Page | 19
VIZSLA SILVER CORP. |
Notes to Consolidated Financial Statements |
For the years ended April 30, 2024, and 2023 |
Expressed in Canadian dollars |
6. Strategic Investment in Prismo Metals Inc. and Intangible Asset (continued)
An intangible asset with a fair value of $
Right of first refusal | Total | ||||||
Cost | $ | $ | |||||
Balance - April 30, 2022 | |||||||
Additions | |||||||
Write off as impairment loss | ( |
) | ( |
) | |||
Balance |
In connection with the strategic investment, Prismo and the Company have agreed to form a technical committee to pursue district-scale exploration of the Panuco silver-gold district.
Immediately prior to the closing of the strategic investment, the Company did not beneficially own, directly or indirectly, or exercise control or direction over, any Prismo Shares or any securities convertible into or exercisable for Prismo Shares. Immediately following the closing of the strategic investment, the Company owns
As the Company has no common management or directors, it does not have significant influence. As such, the Prismo Units have been recognised as investment and measured at fair value through profit or loss. The change in the fair value during the year ended April 30, 2024, was $
Strategic Investment | ||||
$ | ||||
Balance - April 30, 2022 | ||||
Additions | ||||
Gain (loss) from fair value adjustment | ( |
) | ||
Fair value - April 30, 2023 | ||||
Gain (loss) from fair value adjustment | ( |
) | ||
Fair value - April 30, 2024 |
Page | 20
VIZSLA SILVER CORP. |
Notes to Consolidated Financial Statements |
For the years ended April 30, 2024, and 2023 |
Expressed in Canadian dollars |
6. Strategic Investment in Prismo Metals Inc. and Intangible Asset (continued)
Prismo shares are fair valued using the discount for lack of marketability ("DLOM") method. DLOM is based on the risk arising from the restricted holding period and voluntary escrow. The valuation of Prismo shares follows a level 2 fair value measurement. The share price is derived from the market price on the period-end date, April 30, 2024, of $
April 30, 2024 | April 30, 2023 | |
Date | DLOM | DLOM |
06-Jul-23 | Issued | |
06-Jan-24 | Issued | |
06-Jul-24 | ||
06-Jan-25 |
The fair value of the Prismo warrants granted was calculated as of the year-end date using the Black-Scholes option pricing model with the following assumptions:
April 30, 2024 | April 30, 2023 | |
Risk Free Interest Rate | ||
Expected Dividend Yield | ||
Expected Volatility | ||
Expected Term in Years |
Page | 21
VIZSLA SILVER CORP. |
Notes to Consolidated Financial Statements |
For the years ended April 30, 2024, and 2023 |
Expressed in Canadian dollars |
7. Exploration and Evaluation Assets
a) Canam Alpine Ventures Ltd. - Panuco-Copala Property
On November 5, 2019, pursuant to a definitive share exchange agreement (the "Agreement") dated September 13, 2019, the Company acquired all of the issued and outstanding common shares of Canam Alpine Ventures Ltd.("Canam"), a private British Columbia company. Canam owns two subsidiaries in Mexico, Minera Canam S.A. DE C.V. and Operaciones Canam Alpine S.A. DE C.V. According to the Agreement, the Company agreed to pay the consideration of $
- Milestone event 1: Upon exercise of any defined options by Canam, the Company will issue
- Milestone event 2: Upon definition of a resource greater than
In addition, the Company issued
On August 8, 2019, Canam entered into an option agreement with Minera Rio Panuco S.A. de C.V. ("Panuco") whereby the Company can earn a
On September 9, 2019, Canam entered into an option agreement with Silverstone Resources S.A. de C.V. ("Copala") whereby the Company can earn a
On July 21, 2021, the Company signed a binding amending agreement (the "Panuco Amending Agreement") with Panuco and has executed a binding option exercise notice ("Copala Exercise Notice") with Copala, which together will constitute the acceleration and exercise of the Company's option to acquire
Under the Amending Agreement, Vizsla/Canam and Panuco have agreed to amend the terms of the original Panuco option agreement in order to accelerate the Company's exercise of its option on the Panuco property (the "Panuco Property"). Upon closing of the transactions contemplated by the Panuco Amending Agreement, Vizsla will acquire a 100% ownership interest in the Panuco Property (comprising 43 mining concessions with a combined surface area of 3,839 Ha) and the "El Coco" mill (the "Mill") in consideration for:
Page | 22
VIZSLA SILVER CORP. |
Notes to Consolidated Financial Statements |
For the years ended April 30, 2024, and 2023 |
Expressed in Canadian dollars |
7. Exploration and Evaluation Assets (continued)
a) Canam Alpine Ventures Ltd. - Panuco-Copala Property (continued)
•
|
A cash payment of US$
|
|
•
|
The issuance to Panuco of
|
|
•
|
A cash payment of US$
|
The mineral concessions comprising the Panuco Property include the Napoleon vein corridor, which has seen the majority of Vizsla's exploration and are unencumbered by royalties.
Under the Copala Exercise Notice, Vizsla and Copala have agreed to amend the terms of the original Copala option agreement in order to accelerate the Company's exercise of its option on the Copala property (the "Copala Property"). A definitive agreement was signed on July 20, 2021 (the "Copala Amending Agreement" and, together with the Panuco Amending Agreement, the "Amending Agreements"). Upon closing of the transactions contemplated by the Copala Amending Agreement, Vizsla will acquire a
•
|
A cash payment of US$
|
|
•
|
The issuance to Copala of
|
Page | 23
VIZSLA SILVER CORP. |
Notes to Consolidated Financial Statements |
For the years ended April 30, 2024, and 2023 |
Expressed in Canadian dollars |
7. Exploration and Evaluation Assets (continued)
a) Canam Alpine Ventures Ltd. - Panuco-Copala Property (continued)
Costs related to the properties can be summarized as follows:
Balance |
Additions |
Balance |
Additions |
Balance |
||||||||||||
Acquisition costs |
||||||||||||||||
Cash | $ | $ | $ | $ | $ | |||||||||||
Effective settlement of loans receivables | ||||||||||||||||
Shares | * | |||||||||||||||
Subtotal | $ | $ | $ | $ | $ | |||||||||||
Balance April 30, 2022 |
Additions | Balance April 30, 2023 |
Additions | Balance April 30, 2024 |
||||||||||||
Exploration costs | ||||||||||||||||
Analysis | $ | $ | $ | $ | ||||||||||||
Depreciation | ||||||||||||||||
Drilling | ||||||||||||||||
Ejido rights | ||||||||||||||||
Engineering consulting | ||||||||||||||||
Equipment | ||||||||||||||||
Field cost | ||||||||||||||||
Geological consulting | ||||||||||||||||
Geophysical survey | ||||||||||||||||
Geotech | ||||||||||||||||
GIS management | ||||||||||||||||
Land and reclamation fees | ||||||||||||||||
Maintenance | ||||||||||||||||
Metallurgical testing | ||||||||||||||||
Other consulting | ||||||||||||||||
Project development | ||||||||||||||||
Rent of land | ||||||||||||||||
Special project | ||||||||||||||||
Travel and miscellaneous | ||||||||||||||||
Subtotal | $ | $ | $ | $ | $ | |||||||||||
$ | $ | $ | $ | $ | ||||||||||||
Effect of change in exchange rate | ( |
) | ||||||||||||||
Total | $ | $ | $ | $ | $ |
* Shares addition during the year ended April 30, 2024, is related to the acquisition of El Richard – San Enrique claims.
Page | 24
VIZSLA SILVER CORP. |
Notes to Consolidated Financial Statements |
For the years ended April 30, 2024, and 2023 |
Expressed in Canadian dollars |
7. Exploration and EvaluationAssets (continued)
a) Canam Alpine Ventures Ltd. - Panuco-Copala Property (continued)
The Company created a
On June 24, 2024, the Company completed the arrangement agreement to spin out Vizsla Royalties Corp. to shareholders under the Business Corporations Act (British Columbia) (Note 14).
Acquisition of El Richard - San Enrique claims
The Company entered into an asset purchase agreement (the "APA") dated March 5, 2024, with Inca Azteca Gold S.A.P.I. de C.V. ("Inca Azteca Gold") and the Company's wholly owned subsidiary, Minera Canam, S.A. de C.V. ("Minera Canam") pursuant to which the Company agreed to acquire, through Minera Canam, all of Inca Azteca Gold's right, title and interest in and to the mineral concessions (the "Acquisition"). The Acquisition includes two large claims comprising 10,667 hectares (the "El Richard - San Enrique claims" or "San Enrique prospect") located south and partially adjacent to the Company's Panuco project (the "Panuco Project" or "Panuco"). The San Enrique prospect is situated along the highly prospective Panuco - San Dimas corridor. All acquisition cost related to the San Enrique prospect will be summarized in Note 7a as part of the Panuco-Copala Property since the "El Richard - San Enrique claims" is now considered part of the Panuco project.
Pursuant to the APA, the Company has agreed to issue an aggregate of US$
On May 3, 2024, subsequently to April 30, 2024, the Company issued to the Inca Azteca Gold
The Consideration Shares are subject to a four-month hold period pursuant to applicable Canadian securities laws and Inca Azteca Gold has agreed to voluntary resale restrictions, whereby
Page | 25
VIZSLA SILVER CORP. |
Notes to Consolidated Financial Statements |
For the years ended April 30, 2024, and 2023 |
Expressed in Canadian dollars |
b) Acquisition of Goanna Resources, S.A.P.I. de C.V (La Garra claims)
The Company has entered into an agreement to acquire the past-producing La Garra-Metates district ("La Garra") situated in the heart of the silver-gold-rich Panuco - San Dimas corridor. As of April 30, 2024, and July 18, 2024, the transaction was not closed.
The Company entered into a share purchase agreement (the "SPA") dated March 27, 2024, with Exploradora Minera La Hacienda S.A. de C.V. and Manuel de Jesus Hernandez Tovar (collectively, the "Sellers") pursuant to which the agreed to acquire (the "Acquisition") all of the outstanding shares of Goanna Resources, S.A.P.I. de C.V. ("Goanna Resources"), a private Mexican corporation, from the Sellers. Goanna Resources is the owner of the La Garra-Metates District. Pursuant to the SPA, the Company has agreed to make cash payments in an aggregate of US$
Cash Payments will be made, and the La Garra Consideration Shares will be issued over a period of 24 months from closing.
In US$ | Cash | Shares (ii) |
$ | ||
Signing of nonbinding LOI (i) | ||
Closing of the transaction | ||
3 months from effective date | ||
6 months from effective date | ||
9 months from effective date | ||
12 months from effective date | ||
15 months from effective date | ||
18 months from effective date | ||
24 months from effective date | ||
(i) Paid on January 18, 2024.
(ii) Deemed share price is determined based on the greater of the volume weighted average price of Vizsla shares on the NYSE over the period of 45 consecutive trading days ending on the date prior to the execution date (March 27, 2024) and the market price.
For accounting purposes, the acquisition will be recorded as an asset acquisition as Goanna Resources did not meet the definition of a business, as defined in IFRS 3 Business Combinations.
The Company made two payments prior to April 30, 2024: $
The acquisition is subject to closing conditions, including the approval of the TSX Venture Exchange and the NYSE.
Page | 26
VIZSLA SILVER CORP. |
Notes to Consolidated Financial Statements |
For the years ended April 30, 2024, and 2023 |
Expressed in Canadian dollars |
8. Related Party Transactions
During the years ended April 30, 2024, and 2023 ("2023"), the Company has the following related party transactions:
(a) The Company has incurred $
(b) The Company has incurred $
(c) The Company has paid $
(d) For the year ended April 30, 2024, the Company has granted
(e) As of April 30, 2024, $
These transactions are in the normal course of operations and have been valued in these consolidated financial statements at the exchange amount, which is the amount of consideration established and agreed to by the related parties.
Page | 27
VIZSLA SILVER CORP. |
Notes to Consolidated Financial Statements |
For the years ended April 30, 2024, and 2023 |
Expressed in Canadian dollars |
9. Share Capital
a) Authorized
Unlimited number of common shares with no par value.
b) Issued and outstanding
As at April 30, 2024,
During the year ended April 30, 2024, the Company issued common shares of the Company as follow:
On February 21, 2024, the Company entered into an agreement with PI Financial Corp. as sole bookrunner and lead underwriter, on its own behalf and on behalf of a syndicate of underwriters (the "Underwriters"), pursuant to which the Underwriters have agreed to purchase, on a "bought deal" basis,
The Company agreed to grant the Underwriters an option to cover over-allotments (the "Over-Allotment Option"), which will allow the Underwriters to purchase up to an additional
The Company paid the Underwriter a cash commission equal to
During the year ended April 30, 2023, the Company issued common shares of the Company as follow:
On February 9, 2023, the Company completed a private placement during which it issued
All securities issued under the private placement will be subject to a statutory hold period in Canada expiring four months and one day from the date of issuance.
Page | 28
VIZSLA SILVER CORP. |
Notes to Consolidated Financial Statements |
For the years ended April 30, 2024, and 2023 |
Expressed in Canadian dollars |
9. Share Capital (continued)
b) Issued and outstanding (continued)
During the year ended April 30, 2023, the Company issued common shares of the Company as follow (continued):
On November 15, 2022, the Company closed a bought deal financing of
The financing was subject to
The net proceeds from both the private placement and the bought deal financing will be used to advance the exploration, drilling, and development of the Company's Panuco Project, as well as for working capital and general corporate purposes.
On January 6, 2023, the Company issued
For the year ended April 30, 2023,
c) Escrow shares
As of April 30, 2024, the Company has
Page | 29
VIZSLA SILVER CORP. |
Notes to Consolidated Financial Statements |
For the years ended April 30, 2024, and 2023 |
Expressed in Canadian dollars |
9. Share Capital (continued)
d) Warrants
As of April 30, 2024, the Company has
During the year ended April 30, 2024,
During the year ended April 30, 2023, the Company issued
The following is a summary of warrant transactions for the years ended April 30, 2024, and April 30, 2023:
April 30, 2024 |
April 30, 2023 |
|||||||||||
Number of |
Weighted |
Number of |
Weighted |
|||||||||
|
$ |
$ |
||||||||||
Warrants outstanding, beginning of the year | ||||||||||||
Issued | ||||||||||||
Exercised | ( |
) | ( |
) | ( |
) | ( |
) | ||||
Expired | ( |
) | ( |
) | ||||||||
Warrants outstanding, end of the year |
The following warrants were outstanding and exercisable on April 30, 2024:
Expiry date |
Exercise $ |
Number of warrants |
15-Nov-24 |
|
|
15-Nov-24 |
|
|
09-Feb-25 |
|
|
28-Feb-26 |
|
|
|
|
|
As at April 30, 2024, the weighted average remaining contractual life for outstanding warrants is
Page | 30
VIZSLA SILVER CORP. |
Notes to Consolidated Financial Statements |
For the years ended April 30, 2024, and 2023 |
Expressed in Canadian dollars |
9. Share Capital (continued)
d) Warrants (continued)
The fair value of the broker warrants granted was calculated as of the grant date using the Black-Scholes pricing model with the following assumptions:
For the year ended |
||
|
April 30, 2024 |
April 30, 2023 |
Risk Free Interest Rate |
|
|
Expected Dividend Yield |
|
|
Expected Volatility |
|
|
Expected Term in Years |
|
|
During the year ended April 30, 2024, the Company recorded fair value of $
e) Options
The Company has adopted a Stock Option Plan (the "Plan") pursuant to which options may be granted to directors, officers, and consultants of the Company. Under the terms of the Plan, the Company can issue a maximum of
On May 19, 2023, the Company granted
On November 15, 2023, the Company has granted
On December 18, 2023, the Company has granted
During the year ended April 30, 2024,
The continuity of stock options for the years ended April 30, 2024, and April 30, 2023, is as follows:
April 30, 2024 | April 30, 2023 | |||||||||||
Number of options |
Weighted average exercise price |
Number of options |
Weighted average exercise price |
|||||||||
$ | $ | |||||||||||
Options outstanding, beginning of the year | ||||||||||||
Issued | ||||||||||||
Cancelled | ( |
) | ( |
) | ( |
) | ( |
) | ||||
Exercised | ( |
) | ( |
) | ( |
) | ( |
) | ||||
Options outstanding, end of the year | ||||||||||||
Options exercisable, end of the year |
Page | 31
VIZSLA SILVER CORP. |
Notes to Consolidated Financial Statements |
For the years ended April 30, 2024, and 2023 |
Expressed in Canadian dollars |
9. Share Capital (continued)
e) Options (continued)
The following options were outstanding and exercisable as April 30, 2024:
Expiry date |
Exercise price $ |
Adjusted |
Number of Options outstanding |
Number of Options exercisable |
||||||||
27-Feb-29 | ||||||||||||
13-Jun-24 | ||||||||||||
30-Dec-24 | ||||||||||||
07-Jan-25 | ||||||||||||
29-Jun-25 | ||||||||||||
06-Aug-25 | ||||||||||||
01-Oct-25 | ||||||||||||
01-Dec-25 | ||||||||||||
12-Jan-26 | ||||||||||||
17-Feb-26 | ||||||||||||
22-Jun-26 | ||||||||||||
12-Jul-26 | ||||||||||||
27-Jul-26 | ||||||||||||
24-Sep-26 | ||||||||||||
01-Feb-27 | ||||||||||||
02-Jun-27 | ||||||||||||
10-Feb-28 | ||||||||||||
19-May-28 | ||||||||||||
15-Nov-28 | ||||||||||||
18-Dec-25 | ||||||||||||
Page | 32
VIZSLA SILVER CORP. |
Notes to Consolidated Financial Statements |
For the years ended April 30, 2024, and 2023 |
Expressed in Canadian dollars |
9. Share Capital (continued)
e) Options (continued)
The fair value of the options granted was calculated using the Black-Scholes option pricing model with the following assumptions for options granted in the nine months ended April 30, 2024, and 2023:
|
For the year ended |
|
|
April 30, 2024 |
April 30, 2023 |
Risk Free Interest Rate |
|
|
Expected Dividend Yield |
|
|
Expected Volatility |
|
|
Expected Term in Years |
|
|
The Company recorded a fair value of $
f) Restricted shares units ("RSU")
As of April 30, 2024, the Company has
During the year ended April 30, 2024:
On April 1, 2024, the Company granted
The fair value of each RSU is $
For the year ended April 30, 2024, the Company has recognized a share-based compensation of $
During the year ended April 30, 2023:
On February 10, 2023, pursuant to the Company's Equity Incentive Compensation Plan, the Company granted
The fair value of each RSU is $
No other RSUs were issued, canceled, or expired during the year ended April 30, 2023.
Page | 33
VIZSLA SILVER CORP. |
Notes to Consolidated Financial Statements |
For the years ended April 30, 2024, and 2023 |
Expressed in Canadian dollars |
9. Share Capital (continued)
f) Restricted shares units ("RSU") (continued)
The continuity of RSUs for the years ended April 30, 2024, and April 30, 2023, is as follows:
April 30, 2024 | April 30, 2023 | |||||||||||
Number of RSUs |
Weighted average exercise price |
Number of RSUs |
Weighted average exercise price |
|||||||||
$ | $ | |||||||||||
RSUs outstanding, beginning of the year | ||||||||||||
Issued | ||||||||||||
Exercised and converted to shares | ( |
) | ( |
) | ||||||||
Cancelled | ( |
) | ( |
) | ||||||||
RSUs outstanding, end of the year |
The following RSUs were outstanding and exercisable on April 30, 2024:
Expiry date |
Exercise $ |
Number of |
Number of |
10-Feb-26 |
|
|
|
01-Apr-27 |
|
|
|
|
|
|
|
g) Shares to be issued
In relation to the acquisition of El Richard - San Enrique claims, the Company agreed to issue an aggregate of US$
On May 3, 2024, the Company issued to the Inca Azteca Gold
Page | 34
VIZSLA SILVER CORP. |
Notes to Consolidated Financial Statements |
For the years ended April 30, 2024, and 2023 |
Expressed in Canadian dollars |
10. Financial Instruments
Fair value of financial instruments
The Company applied the following fair value hierarchy which prioritizes the inputs used in the valuation methodologies in measuring fair value into three levels:
The three levels are defined as follows:
The Company's financial instruments are cash and cash equivalent, short-term investments, investment, taxes receivable, other receivables, due to related party, and accounts payable and accrued liabilities. All these financial instruments are carried on the consolidated statements of financial position at amortized cost except investments, which are carried at fair value through profit or loss using a level 2 fair value measurement (Note 6). The fair values of these financial instruments approximate their carrying value due to their short-term nature.
The Company's financial instruments are exposed to certain financial risks, including liquidity risk, credit risk and interest rate risk.
Liquidity risk
Liquidity risk is the risk that the Company will not meet its financial obligations as they become due. The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at April 30, 2024, the Company had a cash and cash equivalent balance of $
Market risk
Market risk is the risk that changes in market prices will affect the Company's earnings or the value of its financial instruments. Market risk is comprised of commodity price risk and interest rate risk. The objective of market risk management is to manage and control exposures within acceptable limits, while maximizing returns. The Company is not exposed to significant market risk.
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of financial instruments will fluctuate because of changes in market interest rates. An immaterial amount of interest rate exposure exists in respect of cash balances on the statement of financial position. As a result, the Company is not exposed to material cash flow interest rate risk on its cash balances.
Page | 35
VIZSLA SILVER CORP. |
Notes to Consolidated Financial Statements |
For the years ended April 30, 2024, and 2023 |
Expressed in Canadian dollars |
10. Financial Instruments (continued)
Foreign currency risk
Foreign currency risk is the risk that a variation in exchange rates between the Canadian dollar, United States dollar, and Mexican Peso will affect the Company's operations and financial results. The Company and its subsidiaries are exposed to foreign currency risk to the extent that it has monetary assets and liabilities denominated in foreign currencies.
The Company measures the effect on total assets or total receipts of reasonably foreseen changes in interest rates and foreign exchange rates. The analysis is used to determine if these risks are material to the financial position of the Company.
Price risk
This risk relates to fluctuations in commodity and equity prices. The Company closely monitors commodity prices of precious and base metals, individual equity movements, and the stock market to determine the appropriate course of action to be taken by the Company. Fluctuations in pricing may be significant.
Credit risk
Credit risk is the risk that a counterparty to a financial instrument will fail to discharge an obligation or commitment that it has entered into with the Company. The Company is exposed to credit-related losses in the event of non-performance by the counterparties. The carrying amounts of financial assets best represent the maximum credit risk exposure at the reporting date. Cash and cash equivalent are held with reputable banks in Canada. The long-term credit rating of these banks, as determined by Standard and Poor's, was A+. As at April 30, 2024, the cash on deposit at these institutions was in excess of federally insured limits. However, management believes credit risk is low given the good credit ratings of the banks.
11. Capital Management
The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to support the acquisition, exploration and development of mineral properties. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company's management to sustain future development of the business.
The Panuco-Copala property in which the Company currently has an interest are in the exploration stage, as such the Company has historically relied on the equity markets to fund its activities. In order to carry out the planned exploration and pay for administrative costs, the Company will spend its existing working capital and raise additional amounts as needed. The Company will continue to assess new properties and seek to acquire an interest in additional properties if it feels there is sufficient geologic or economic potential and if it has adequate financial resources to do so.
The capital structure of the Company consists of shareholders' equity, comprising issued capital and deficit. The Company is not exposed to any externally imposed requirements. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.
Page | 36
VIZSLA SILVER CORP. |
Notes to Consolidated Financial Statements |
For the years ended April 30, 2024, and 2023 |
Expressed in Canadian dollars |
12. Segment Information
The Company has one operating segment, principally mineral exploration.
Geographic Information
The Company's non-current assets, excluding non-current deposits, by location of assets are as follows:
|
April 30, 2024 |
April 30, 2023 |
|
$ |
$ |
Canada |
|
|
Mexico |
|
|
|
|
|
13. Income Tax
The following table reconciles the expected income taxes expense (recovery) at the Canadian statutory income tax rates to the amounts recognized in the consolidated statements of loss and comprehensive loss for the years ended April 30, 2024, and 2023:
2024 | 2023 | |||||
$ | $ | |||||
Net loss before tax | ( |
) | ( |
) | ||
Statutory tax rate | ||||||
Expected income recovery | ( |
) | ( |
) | ||
Change in deferred tax assets not recognized | ( |
) | ||||
Share issuance costs | ( |
) | ( |
) | ||
Foreign exchange | ( |
) | ( |
) | ||
Change in estimate | ( |
) | ||||
Tax effect of spinout | ||||||
Non-deductible items and other | ||||||
Total income tax expense (recovery) |
Page | 37
VIZSLA SILVER CORP. |
Notes to Consolidated Financial Statements |
For the years ended April 30, 2024, and 2023 |
Expressed in Canadian dollars |
13. Income Tax (Continued)
The deferred taxes assets and liabilities reflect the tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their tax values. The recognized deferred tax liability and assets as at April 30, 2024 and 2023 are comprised of the following:
2024 | 2023 | |||||
$ | $ | |||||
Non-capital loss carryforwards | ||||||
Property and equipment |
|
|||||
Exploration and evaluation assets | ( |
( |
) | |||
Net deferred tax asset (liability) |
The unrecognized deductible temporary differences as at April 30, 2024, and 2023 are comprised of the following:
2024 | 2023 | |||||
$ | $ | |||||
Non-capital loss carryforwards | ||||||
Property, plant, and equipment | ||||||
Equity investments | ||||||
Intangible assets |
|
|||||
Financing costs | ||||||
Total unrecognized deductible temporary differences |
Expiry | |
$ | |
2044 | |
2043 | |
2042 | |
2041 | |
2040 | |
2039 | |
2038 | |
2037 | |
2036 | |
2035 | |
2034 | |
2033 | |
2032 | |
Total |
Page | 38
VIZSLA SILVER CORP. |
Notes to Consolidated Financial Statements |
For the years ended April 30, 2024, and 2023 |
Expressed in Canadian dollars |
14. Subsequent Events
Spin out of Vizsla Royalties Corp.
On January 17, 2024, the Company announced its intention to enter into an arrangement agreement (the "Arrangement") with its wholly-owned subsidiary Vizsla Royalties Corp. ("Spinco"). Spinco currently holds, indirectly, a net smelter royalty (the "Royalty") on any potential future mineral production at the Company's flagship,
On June 17, 2024, the Company received approval for the transaction at its special meeting of shareholders. On June 19, 2024, the Supreme Court of British Columbia issued its final order approving the Arrangement under the Business Corporations Act (British Columbia). On June 20, 2024, the Company received final TSX-V's approval for the Arrangement. The Arrangement was completed on June 24, 2024.
Following closing of the Arrangement, Vizsla Silver and Spinco intend to complete a number of steps, including the following (collectively, the "Post-Closing Steps"): (a) the parties will settle an outstanding loan from Vizsla Silver into Spinco Shares, (b) Vizsla Silver will make an additional $
Vizsla Silver and Spinco have entered into a royalty right agreement which provides that, if Vizsla Silver or any of its affiliates acquires mineral properties within a two-kilometer boundary around the Panuco Project, it must offer Spinco an NSR on such mineral property to Spinco on terms proposed by Vizsla Silver.
Exercise and grant of warrants, options, and RSUs subsequently
Subsequent to April 30, 2024,
On June 12, 2024, the Company granted
Page | 39