EX-99.1 2 a18-13802_1ex99d1.htm EX-99.1

Exhibit 99.1

 

 

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

 

For the quarter ended March 31, 2018

 

(In accordance with International Financial Reporting Standards (“IFRS”) and stated in thousands of Canadian dollars, unless otherwise indicated)

 

INDEX

 

Notice to Reader of the Unaudited Condensed Interim Financial Statements

 

Condensed Interim Consolidated Financial Statements

 

·                  Condensed Interim Consolidated Statements of Financial Position

 

·                  Condensed Interim Consolidated Statements of Comprehensive Loss

 

·                  Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity

 

·                  Condensed Interim Consolidated Statements of Cash Flows

 

·                  Notes to the Condensed Interim Consolidated Financial Statements

 



 

NOTICE TO READER OF THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

 

For the three months period ended March 31, 2018

 

In accordance with National Instrument 51-102, of the Canadian Securities Administrators, North American Nickel Inc. (the “Company” or “North American Nickel”) discloses that its auditors have not reviewed the unaudited condensed interim consolidated interim financial statements.

 

The unaudited condensed interim consolidated financial statements of the Company for the three month period ended March 31, 2018 (“Financial Statements”) have been prepared by management. The Financial Statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto of the Company for the fiscal year ended December 31, 2017, which are available at the SEDAR website under the Company’s profile (www.sedar.com). The Financial Statements are stated in thousands of Canadian dollars, unless otherwise indicated, and are prepared in accordance with International Financial Reporting Standards (“IFRS”).

 

1



 

Condensed Interim Consolidated Statements of Financial Position

(Unaudited - Expressed in thousands of Canadian dollars)

 

 

 

Notes

 

March 31,
2018

 

December 31,
2017

 

ASSETS

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

359

 

398

 

Short term investments

 

4

 

500

 

2,500

 

Receivables and other current assets

 

5

 

619

 

242

 

TOTAL CURRENT ASSETS

 

 

 

1,478

 

3,140

 

 

 

 

 

 

 

 

 

NON-CURRENT ASSETS

 

 

 

 

 

 

 

Property, plant and equipment

 

 

 

45

 

49

 

Exploration and evaluation assets

 

6

 

50,907

 

50,494

 

Reclamation of deposit

 

6

 

14

 

14

 

TOTAL NON-CURRENT ASSETS

 

 

 

50,966

 

50,557

 

TOTAL ASSETS

 

 

 

52,444

 

53,697

 

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

Trade payables and accrued liabilities

 

7, 9

 

267

 

969

 

TOTAL CURRENT LIABILITIES

 

 

 

267

 

969

 

TOTAL LIABILITIES

 

 

 

267

 

969

 

 

 

 

 

 

 

 

 

EQUITY

 

 

 

 

 

 

 

Share capital - preferred

 

8

 

591

 

591

 

Share capital — common

 

8

 

73,598

 

73,598

 

Reserve

 

8

 

5,351

 

5,089

 

Deficit

 

 

 

(27,363

)

(26,550

)

TOTAL SHAREHOLDERS’ EQUITY

 

 

 

52,177

 

52,728

 

TOTAL LIABILITIES AND EQUITY

 

 

 

52,444

 

53,697

 

 

Nature of Operations (Note 1) and Subsequent Events (Note 13)

 

The accompanying notes are an integral part of these Condensed Interim Consolidated Financial Statements.

 

Approved by the Board of Directors on May 17, 2018

 

“signed”

“signed”

 

 

Keith Morrison

Doug Ford

Director

Audit Committee Chair

 

2



 

Condensed Interim Consolidated Statements of Comprehensive Loss

(Unaudited - Expressed in thousands of Canadian dollars)

 

 

 

 

 

Three-months ended

 

 

 

Notes

 

March 31,
2018

 

March 31,
2017

 

 

 

 

 

 

 

 

 

EXPENSES

 

 

 

 

 

 

 

General and administrative expenses

 

9

 

(540

)

(491

)

Amortization

 

 

 

(4

)

(14

)

Share-based payments

 

8

 

(287

)

(451

)

 

 

 

 

(831

)

(956

)

OTHER ITEMS

 

 

 

 

 

 

 

Interest income

 

 

 

 

5

 

Foreign exchange loss

 

 

 

(7

)

(3

)

 

 

 

 

(7

)

2

 

 

 

 

 

 

 

 

 

TOTAL COMPREHENSIVE LOSS FOR THE PERIOD

 

 

 

(838

)

(954

)

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding

 

 

 

554,598,167

 

269,778,932

 

 

 

 

 

 

 

 

 

Basic and diluted loss per share

 

 

 

(0.00

)

(0.01

)

 

The accompanying notes are an integral part of these Condensed Interim Consolidated Financial Statements.

 

3



 

Condensed Interim Consolidated Statements of Changes in Equity

(Unaudited - Expressed in thousands of Canadian dollars)

 

 

 

Notes

 

Number
Shares

 

Share
Capital

 

Preferred
Stock

 

Reserve

 

Deficit

 

Total
Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCE AT DECEMBER 31, 2016

 

 

 

368,581,886

 

62,315

 

591

 

2,767

 

(23,972

)

41,701

 

Net and comprehensive loss for the period

 

 

 

 

 

 

 

(954

)

(954

)

Share-based Payments

 

8

 

 

 

 

451

 

 

451

 

BALANCE AT MARCH 31, 2017

 

 

 

368,581,886

 

62,315

 

591

 

(3,218

)

(24,926

)

41,198

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCE AT DECEMBER 31, 2017

 

 

 

554,598,167

 

73,598

 

591

 

5,089

 

(26,550

)

52,728

 

Net and comprehensive loss for the period

 

 

 

 

 

 

 

 

 

 

 

(838

)

(838

)

Forfeited/expired options

 

8

 

 

 

 

(25

)

25

 

 

Share-based Payments

 

8

 

 

 

 

 

287

 

 

287

 

BALANCE AT MARCH 31, 2018

 

 

 

554,598,167

 

73,598

 

591

 

5,351

 

(27,363

)

52,177

 

 

The accompanying notes are an integral part of these Condensed Interim Consolidated Financial Statements.

 

4



 

Condensed Interim Consolidated Statements of Cash Flows

(Unaudited - Expressed in thousands of Canadian dollars)

 

 

 

 

 

Three months ended

 

 

 

Notes

 

March 31,
2018

 

March 31,
2017

 

 

 

 

 

 

 

 

 

OPERATING ACTIVITIES

 

 

 

 

 

 

 

Loss for the period

 

 

 

(838

)

(954

)

Items not affecting cash:

 

 

 

 

 

 

 

Amortization

 

 

 

4

 

14

 

Share based payments

 

 

 

287

 

451

 

Interest income

 

 

 

 

(5

)

Changes in working capital

 

10

 

(379

)

(32

)

Other:

 

 

 

 

 

 

 

Interest received

 

 

 

16

 

5

 

Net cash used in operating activities

 

 

 

(910

)

(521

)

 

 

 

 

 

 

 

 

INVESTING ACTIVITIES

 

 

 

 

 

 

 

Expenditures on exploration and evaluation assets (includes changes in working capital)

 

 

 

(1,129

)

(421

)

Short-term investments

 

 

 

2,000

 

1,000

 

Purchase of equipment

 

 

 

 

 

Net cash used in investing activities

 

 

 

871

 

579

 

 

 

 

 

 

 

 

 

FINANCING ACTIVITIES

 

 

 

 

 

 

 

Net cash provided by financing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in cash equivalents for the period

 

 

 

(39

)

58

 

Cash and cash equivalents, beginning of the period

 

 

 

398

 

630

 

Cash and cash equivalents, at the end of the period

 

 

 

359

 

688

 

 

The accompanying notes are an integral part of these Condensed Interim Consolidated Financial Statements.

 

5



 

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2018

(Unaudited - Expressed in thousands of Canadian dollars)

 

1.                  NATURE AND CONTINUANCE OF OPERATIONS

 

North American Nickel Inc. (the “Company” or “NA Nickel”) was incorporated on September 23, 1983, under the laws of the Province of British Columbia, Canada. The head office and principal address is located at 3400 — 100 King Street West, PO Box 130, Toronto, Ontario, M5X 1A4 and the records office of the Company is located at PO Box 63623 Capilano, North Vancouver, British Columbia, Canada, V7P 3P1. The Company’s common shares trade on the TSX Venture Exchange (“TSXV”) under the symbol “NAN”.

 

The Company’s principal business activity is the exploration and development of mineral properties in Greenland, Canada and United States.  The Company has not yet determined whether any of these properties contain ore reserves that are economically recoverable. The recoverability of carrying amounts shown for exploration and evaluation assets is dependent upon a number of factors including environmental risk, legal and political risk, the existence of economically recoverable mineral reserves, confirmation of the Company’s interests in the underlying mineral claims, the ability of the Company to obtain necessary financing to complete exploration and development, and to attain sufficient net cash flow from future profitable production or disposition proceeds.

 

These condensed interim consolidated financial statements have been prepared on the assumption that the Company will continue as a going concern, meaning it will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations.  The ability of the Company to continue operations as a going concern is ultimately dependent upon achieving profitable operations.  To date, the Company has not generated profitable operations from its resource activities and will need to invest additional funds in carrying out its planned exploration, development and operational activities. These uncertainties cast substantial doubt about the Company’s ability to continue as a going concern. These condensed interim consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

The exploration and evaluation properties in which the Company currently has an interest are in the exploration stage. As such, the Company is dependent on external financing to fund its activities. In order to carry out the planned exploration and cover administrative costs, the Company will use its existing working capital and raise additional amounts as needed. Although the Company has been successful in its past fundraising activities, there is no assurance as to the success of future fundraising efforts or as to the sufficiency of funds raised in the future. The Company will continue to assess new properties and seek to acquire interests in additional properties if there is sufficient geologic or economic potential and if adequate financial resources are available to do so.

 

The condensed interim consolidated financial statements were approved and authorized for issuance by the Board of Directors of the Company on May 17, 2018.

 

2.                  BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES

 

(a)         Statement of Compliance

 

These condensed interim consolidated financial statements were prepared in accordance with International Financial Reporting Standards (“IFRS”), including IAS 34 Interim Financial Statements.   The condensed interim consolidated financial statements do not include all of the information and disclosures required in the annual financial statements, and should be read in conjunction with the Company’s audited annual financial statements for the year ended December 31, 2017.  Any subsequent changes to IFRS that are reflected in the Company’s consolidated financial statements for the year ended December 31, 2018 could result in restatement of these condensed interim consolidated financial statements.

 

(b)         Basis of Preparation

 

These condensed interim consolidated financial statements have been prepared under the historical cost convention, modified by the revaluation of any financial assets and financial liabilities where applicable. The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates.  It also requires management to exercise judgment in the process of applying the Company’s accounting policies.

 

6



 

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2018

(Unaudited - Expressed in thousands of Canadian dollars)

 

The significant accounting policies used in the preparation of these condensed interim consolidated financial statements are consistent with those used in the preparation of the annual consolidated financial statements for the year ended December 31, 2017.

 

(c) Basis of consolidation

 

These condensed interim consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiary, North American Nickel (US) Inc. which was incorporated in the State of Delaware on May 22, 2015. Consolidation is required when the Company is exposed, or has rights to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee.  All intercompany transactions, balances, income and expenses are eliminated upon consolidation.

 

3.                  CHANGES IN ACCOUNTING POLICIES

 

New standards adopted during the three months period ended March 31, 2018:

 

IFRS 9 “Financial Instruments” (IFRS 9)

 

IFRS 9 addresses classification and measurement of financial assets. It replaces the multiple category and measurement models in IAS 39 for debt instruments with a new mixed measurement model having only two categories: amortized cost and fair value through profit and loss. IFRS 9 also replaces the models for measuring equity instruments. Such instruments are either recognized at fair value through profit or loss or at fair value through other comprehensive income. Where equity instruments are measured at fair value through other comprehensive income, dividends are recognized in the statement of earnings to the extent that they do not clearly represent a return of investment; however, other gains and losses (including impairments) associated with such instruments remain in accumulated comprehensive income indefinitely. Requirements for financial liabilities were added to IFRS 9 in October 2010 and they largely carried forward existing requirements in IAS 39 except that fair value changes due to credit risk for liabilities designated at fair value through profit and loss are generally recorded in other comprehensive income. This standard is effective for annual periods beginning on or after January 1, 2018.  The adoption of this standard did not result in any impact to the Company’s financial statements.

 

IFRS 15 “Revenue from Contracts with Customers”

 

IFRS 15 was issued in May 2014 to replace IAS 18, Revenue, IAS 11, Construction Contracts, and related interpretations on revenue.  IFRS 15 establishes principles to address the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers.  IFRS 15 also results in enhanced disclosures about revenue, provide guidance for transactions that were not previously addressed comprehensively and improve guidance for multiple element arrangements.  Companies can elect to use either a full or modified retrospective approach when adopting this standard and it is effective for annual periods beginning on or after January 1, 2018.  The adoption of this standard did not result in any impact to the Company’s financial statements.

 

Standards, Interpretations and Amendments Not Yet Effective:

 

IFRS 16 “Leases”

 

IFRS 16 replaces current guidance in IAS 17.  Under IAS 17, lessees were required to make a distinction between a finance lease (on the balance sheet) and an operating lease (off balance sheet).  IFRS 16 now requires lessees to recognize a lease liability reflecting future lease payments and a “right-of-use asset” for virtually all lease contracts.  The IASB has included an optional exemption for certain short-term leases and leases of low value assets, however this exemption can only be applied by lessees.  The standard applies to annual periods beginning on or after January 1, 2019, with earlier application permitted if IFRS 15, Revenue from Contracts with Customers, is also applied.  The Company has not yet assessed the impact of this standard.

 

7



 

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2018

(Unaudited - Expressed in thousands of Canadian dollars)

 

4.                  SHORT-TERM INVESTMENTS

 

Short-term investments are comprised of a highly liquid Canadian dollar denominated guaranteed investment certificate with an initial term to maturity greater than ninety days, but not more than one year, that is readily convertible to a contracted amount of cash. The counter-party is a Canadian financial institution.  During the period ended March 31, 2018, the instrument was yielding an annual interest rate of 1.30% (March 31, 2017 - 1.10%).

 

5.                  RECEIVABLES AND OTHER CURRENT ASSETS

 

A summary of the receivables and other current assets as of March 31, 2018 is detailed in the table below:

 

 

 

March 31,
2018

 

December 31,
2017

 

Sales taxes receivable

 

179

 

143

 

Interest receivable

 

 

16

 

Other current assets

 

440

 

83

 

 

 

619

 

242

 

 

Other current assets is comprised of prepaid expenses and prepaid exploration and evaluation assets.

 

8



 

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2018

(Unaudited - Expressed in thousands of Canadian dollars)

 

6.                  EXPLORATION AND EVALUATION ASSETS

 

 

 

Canada

 

US

 

Greenland

 

 

 

 

 

Post Creek
Property

 

Halcyon
Property

 

Section
35
Property

 

Maniitsoq
Property

 

Total

 

Acquisition

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2017

 

278

 

214

 

6

 

36

 

534

 

Acquisition costs — cash

 

5

 

4

 

2

 

14

 

25

 

Balance, March 31, 2018

 

283

 

218

 

8

 

50

 

559

 

 

 

 

 

 

 

 

 

 

 

 

 

Exploration

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2017

 

1,138

 

187

 

 

48,635

 

49,960

 

Administration

 

 

 

 

15

 

15

 

Drilling

 

5

 

 

 

204

 

209

 

Geology

 

10

 

7

 

 

91

 

108

 

Geophysics

 

 

 

 

40

 

40

 

Helicopter charter aircraft

 

 

 

 

3

 

3

 

Infrastructure

 

 

 

 

13

 

13

 

 

 

15

 

7

 

 

 

366

 

388

 

Balance, March 31,2018

 

1,153

 

194

 

 

 

49,001

 

50,348

 

Total, March 31, 2018

 

1,436

 

412

 

8

 

49,051

 

50,907

 

 

 

 

Canada

 

US

 

Greenland

 

 

 

 

 

Post Creek
Property

 

Halcyon
Property

 

Section
35

Property

 

Maniitsoq
Property

 

Total

 

Acquisition

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2016

 

268

 

206

 

3

 

20

 

497

 

Acquisition costs — cash

 

5

 

4

 

3

 

16

 

28

 

Balance, March 31, 2017

 

273

 

210

 

6

 

36

 

525

 

 

 

 

 

 

 

 

 

 

 

 

 

Exploration

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2016

 

1,085

 

173

 

 

36,587

 

37,845

 

Administration

 

 

 

 

24

 

24

 

Corporate social responsibility

 

 

 

 

4

 

4

 

Drilling expenses

 

2

 

 

 

184

 

186

 

Geology

 

9

 

 

 

110

 

119

 

Geophysics

 

 

 

 

36

 

36

 

Technical studies

 

 

 

 

24

 

24

 

 

 

11

 

 

 

382

 

393

 

Balance, March 31, 2017

 

1,096

 

173

 

 

36,969

 

38,238

 

Total, March 31, 2017

 

1,369

 

383

 

6

 

37,005

 

38,763

 

 

The following is a description of the Company’s exploration and evaluation assets and the related spending commitments:

 

Post Creek

 

On December 23, 2009, the Company executed a letter of intent whereby the Company has an option to acquire a mineral claim known as the Post Creek Property located within the Sudbury Mining District of Ontario.

 

9



 

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2018

(Unaudited - Expressed in thousands of Canadian dollars)

 

On April 5, 2010 and as amended on March 12, 2013, the Company entered into an option agreement to acquire a 100% interest in the Post Creek Property, subject to certain net smelter return royalties (“NSR”) and advance royalty payments. To December 31, 2015, the Company has completed the required consideration and acquired its interest in the Post Creek Property. Commencing August 1, 2015, the Company is obligated to pay advances on the NSR of $10 per annum, totalling $10 during the year ended December 31, 2017, the total of which will be deducted from any payments to be made under the NSR.  The total advances paid during the three months period ended March 31, 2018 were $5, (March 31, 2017 - $5).

 

During the three months period ended March 31, 2018, the Company incurred exploration expenditures totalling $15 (March 31, 2017 - $11) on the Post Creek Property.

 

Halcyon

 

On April 5, 2010 and as amended on March 12, 2013, the Company entered into an option agreement to acquire rights to Halcyon Property, subject to certain NSR and advance royalty payments. To December 31, 2015, the Company has completed the required consideration and acquired its interest in the Halcyon Property.  Commencing August 1, 2015, the Company is obligated to pay advances on the NSR of $8 per annum, totalling $8 during the year ended December 31, 2017, the total of which will be deducted from any payments to be made under the NSR.

 

During the three months period ended March 31, 2018, the Company incurred $11 (March 31, 2017 - $4) in exploration  and license related expenditures on the Halcyon Property.

 

Maniitsoq

 

The Company has been granted certain exploration licenses, by the Bureau of Minerals and Petroleum (“BMP”) of Greenland for exclusive exploration rights of an area comprising the Maniitsoq Property, located near Ininngui, Greenland. The Property is subject to a 2.5% NSR. The Company can reduce the NSR to 1% by paying $2,000 on or before 60 days from the decision to commence commercial production.

 

At the expiration of the first license period, the Company may apply for a second licence period (years 6-10), and the Company may apply for a further 3-year licence for years 11 to 13. Thereafter, the Company may apply for additional 3-year licences for years 14 to 16, 17 to 19 and 20 to 22.  The Company will be required to pay additional license fees and will be obligated to incur minimum eligible exploration expenses for such years.

 

The Company may terminate the licenses at any time; however any unfulfilled obligations according to the licenses will remain in force, regardless of the termination

 

Future required minimum exploration expenditures will be adjusted each year on the basis of the change to the Danish Consumer Price Index.

 

During the three months period ended March 31, 2018, the Company spent in aggregate of $380 in exploration and license related expenditures on the Maniitsoq Property, (March 31, 2017 - $398).

 

Sulussugut License

 

(All references to amounts in Danish Krones, “DKK” are in thousands of DKK)

 

Effective August 15, 2011, the Company was granted an exploration license (the “Sulussugut License”) by the BMP of Greenland for exclusive exploration rights of an area located near Sulussugut, Greenland. The Company paid a license fee of $6 (DKK 31) upon granting of the Sulussugut License. The Sulussugut License was valid for 5 years until December 31, 2015, with December 31, 2011 being the first year. The application for another 5 year term on the Sulussugut License was submitted to the Greenland Mineral Licence & Safety Authority (MLSA) which was effective on April 11, 2016, with December 31, 2017 being the seventh year.

 

To December 31, 2015, under the terms of the preliminary license, the Company completed the exploration requirements of an estimated minimum of DKK 83,809 (approximately $15,808) between the years ended December 31, 2011 to 2015 by incurring $26,116 on the Sulussugut License.  The accumulated exploration credits held at the end to December 31, 2015, of DKK 100,304 can be carried forward until 2019. Under the terms of the second license period, the Company had

 

10



 

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2018

(Unaudited - Expressed in thousands of Canadian dollars)

 

no minimum required exploration for the year ended December 31, 2016. As of December 31, 2017, the Company has spent $44,937 on exploration costs for the Sulussugut License.

 

To December 31, 2017 and 2016, the Company has completed all obligations with respect to required reduction of the area of the license.

 

During the year ended December 31, 2017, the Company had approved exploration expenditures of DKK 85,094 (approximately $16,746) which results in the total carried credits for the Sulussugut License at DKK 246,507 (approximately $48,513).

 

During the three months period ended March 31, 2018, the Company spent a total of $337 in exploration and license related expenditures, (March 31, 2017 - $355).

 

Ininngui License

 

Effective March 4, 2012, the Company was granted an exploration license (the “Ininngui License”) by the BMP of Greenland for exclusive exploration rights of an area located near Ininngui, Greenland. The Company paid a license fee of $6 (DKK 32) upon granting of the Ininngui License. The Ininngui License was valid for 5 years until December 31, 2016, with December 31, 2012 being the first year. The Ininngui License is contiguous with the Sulussugut License.

 

To December 31, 2016, the Company’s expenditures exceeded the minimum requirement and the Company has a surplus of DKK 15,677 (approximately $3,044) and the Company was granted a credit for the excess, which may be used towards future expense requirements on the Ininngui License until the following years; year 2018, DKK 2,276, year 2019, DKK 6,790 and year 2020, DKK 9,367, and should the Company be granted an extension on the exploration license.

 

The required minimum exploration expenditures on the Ininngui License for year 5, ending December 31, 2016 was DKK 2,715 (approximately $535).  As of December 31, 2017, the Company has spent $3,698 on exploration costs for the Ininngui License.

 

Should the Company not incur the minimum exploration expenditures on the license in any one year from years 2-5, the Company may pay 50% of the difference in cash to BMP as full compensation for that year. This procedure may not be used for more than 2 consecutive calendar years and to December 31, 2017, the Company has not used the procedure for the license.

 

During the three-month period ended March 31, 2018, the Company spent a total of $23 in exploration and license related expenditures, (March 31, 2017 - $43).

 

New Mineral Licences

 

During the three months period ended March 31, 2018 the Company was awarded new mineral licences over a highly prospective block of ground to the west of the Fossilik Intrusion in Greenland:

 

a)   Ikertoq Licence

 

In March 2018, the Company was granted an exploration license (the “Ikertoq License”) by the BMP of Greenland for exclusive exploration rights of an area located near Kangeriussaq in West Greenland. The Company paid a license fee of $7 (DKK 31) upon granting of the Ikertoq License. The Ikertoqi License is valid for 5 years until December 31, 2022, with December 31, 2018 being the first year.

 

During the three months period ended March 31, 2018, the Company spent a total of $11 in exploration and license related expenditures, (March 31, 2017 - $Nil).

 

b)   Carbonatite Licence

 

In January 2018, the Company was granted an exploration license (the “Carbonatite License”) by the BMP of Greenland for exclusive exploration rights of an area located near Maniitsoq in West Greenland. The Company paid a license fee of $7 (DKK 31) upon granting of the Carbonatite License. The Carbonatite License is valid for 5 years until December 31, 2022, with December 31, 2018 being the first year.

 

11



 

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2018

(Unaudited - Expressed in thousands of Canadian dollars)

 

During the three months period ended March 31, 2018, the Company spent a total of $9 in exploration and license related expenditures, (March 31, 2017 - $Nil).

 

Section 35 Property

 

On January 4, 2016, the Company entered into a 10 year Metallic Minerals Lease (the “Lease”) with the Michigan Department of Natural Resources for an area covering approximately 320 acres. The terms of the Lease require an annual rental fee at a rate of US $3.00 per acre for years 1-5 and at a rate of US $6.00 per acre for years 6-10. The Company shall pay a minimum royalty at a rate of US $10.00 per acre for the 11th year onwards, with an increase of an additional US $5.00 per acre per year up to a maximum of US $55.00 per acre per year. A production royalty of between 2% - 2.5% is payable from production of minerals and/or mineral products from an established mining operation area. The Company paid the first year rental fee and the required reclamation deposit of $14 (US $10). The Department of Natural Resources shall annually review the level of the reclamation deposit and shall require the amount to be increased or decreased to reflect changes in the cost of future reclamation of the leased premises.

 

During the three months period ended March 31, 2018, the Company spent a total of $2 in license related expenditures, (March 31, 2017 - $3).

 

7.                  TRADE PAYABLES AND ACCRUED LIABILITIES

 

 

 

March 31,
2018

 

December 31,
2017

 

Trade payables

 

179

 

813

 

Amounts due to related parties (Note 9)

 

43

 

42

 

Accrued liabilities

 

45

 

114

 

 

 

267

 

969

 

 

8.                  SHARE CAPITAL, WARRANTS AND OPTIONS

 

The authorized capital of the Company comprises an unlimited number of common shares without par value and 100,000,000 Series 1 convertible preferred shares without par value.

 

a)       Common shares issued and outstanding

 

There were no common shares issued during the three months period ended March 31, 2018 and March 31, 2017.

 

As at March 31, 2018, the Company has 554,598,167 common shares issued and outstanding, (March 31, 2017 – 368,581,886).

 

2017

 

On June 8, 2017, the Company closed a brokered placement, through a prospectus, of units for total gross proceeds of $10,877. The Company issued 145,030,833 units at a price of $0.075 per unit. Each unit consists of one common share in the capital of the Company and one-half of one common share purchase warrant. Each warrant entitles the holder to acquire one common share at an exercise price of $0.12 until June 8, 2019. The Company paid share issuance costs of $533 and also issued 1,965,093 agent’s warrants, exercisable at $0.075 per warrant until June 8, 2019. The Company allocated a $1,500 fair value to the warrants issued in conjunction with the private placement and $61 to agent’s warrants.  The fair value of warrants was determined on a pro-rata basis using the Black-Scholes Option Pricing Model with the following assumptions; expected life of 2 years, expected dividend yield of 0%, a risk-free interest rate of 0.71% and an expected volatility of 98.60%. The Company also granted the agent an overallotment option for a period of 30 days,

 

12



 

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2018

(Unaudited - Expressed in thousands of Canadian dollars)

 

which expired unexercised. The fair value of overallotment option of $39 was recorded as a share issuance cost and was determined on a pro-rata basis using the Black-Scholes Option Pricing Model with the following assumptions; expected life of 30 days, expected dividend yield of 0%, a risk-free interest rate of 0.71% and an expected volatility of 66.6%.

 

On August 15, 2017, the Company closed a non-brokered private placement of units for total proceeds of $3,074.  The Company issued 40,982,448 units at a price of $0.075 per unit. Each unit consists of one common share in the capital of the Company and one-half of one common share purchase warrant. Each warrant entitles the holder thereof to acquire one common share at an exercise price of $0.12 until August 15, 2019.  The Company allocated a $519 fair value to the warrants issued from the private placement.  Direct financing costs totalled $16 resulting in net proceeds to the Company of $3,058. The fair value of warrants was determined on a pro-rata basis using the Black-Scholes Option Pricing Model with the following assumptions; expected life of 2 years, expected dividend yield of 0%, a risk-free interest rate of 1.23% and an expected volatility of 98.64%.

 

b)             Preferred shares issued and outstanding

 

As at March 31, 2018 and March 31, 2017, there are 590,931 series 1 preferred shares outstanding.

 

The rights and restrictions of the preferred shares are as follows:

 

i)                dividends shall be paid at the discretion of the directors;

ii)             the  holders  of  the  preferred  shares  are not  entitled  to vote  except  at meetings  of  the  holders of  the preferred shares, where they are entitled to one vote for each preferred share held;

iii)          the shares are convertible at any time after 6 months from the date of issuance, upon the holder serving the Company with 10 days written notice; and

iv)         the number of the common shares to be received on conversion of the preferred shares is to be determined by dividing the conversion value of the share, $1 per share, by $0.90.

 

c)              Warrants

 

A summary of common share purchase warrants activity during the three months period ended March 31, 2018 is as follows:

 

 

 

March 31, 2018

 

December 31, 2017

 

 

 

Number
Outstanding

 

Weighted
Average
Exercise
Price

 

Number
Outstanding

 

Weighted
Average
Exercise
Price

 

Outstanding, beginning of the period

 

176,175,413

 

0.12

 

95,982,036

 

0.15

 

Issued

 

 

 

94,971,721

 

0.12

 

Cancelled / Expired

 

 

 

(14,778,344

)

0.30

 

 

 

 

 

 

 

 

 

 

 

Outstanding, end of the period

 

176,175,413

 

0.12

 

176,175,413

 

0.12

 

 

13



 

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2018

(Unaudited - Expressed in thousands of Canadian dollars)

 

At March 31, 2018, the Company had outstanding common share purchase warrants exercisable to acquire common shares of the Company as follows:

 

Warrants Outstanding

 

Expiry Date

 

Exercise
Price ($)

 

Weighted Average
remaining contractual life
(years)

 

46,334,451

 

Jul 21, 2018

1

0.12

 

0.14

 

1,203,695

 

Jul 21, 2018

 

0.075

 

0.00

 

33,665,546

 

Sep 12, 2018

1

0.12

 

0.13

 

72,515,414

 

June 8, 2019

 

0.12

 

0.49

 

1,965,083

 

June 8, 2019

 

0.075

 

0.01

 

20,491,224

 

August 15, 2019

 

0.12

 

0.18

 

176,175,413

 

 

 

 

 

0.97

 

 


1 The warrants are subject to an acceleration clause such that if the volume-weighted average trading price of the Company’s common shares on the TSX-V exceeds $0.18 per common share for a period of 10 consecutive trading days at any date before the expiration date of such warrants, the Company may, at its option, accelerate the warrant expiry date to within 30 days. To March 31, 2018, the Company’s common shares have not met the criterion for acceleration.

 

d)       Stock options

 

The Company adopted a Stock Option Plan (the “Plan”), providing the authority to grant options to directors, officers, employees and consultants enabling them to acquire up to 10% of the issued and outstanding common stock of the Company. Under the Plan, the exercise price of each option equals the market price or a discounted price of the Company’s stock as calculated on the date of grant. The options can be granted for a maximum term of 10 years.

 

A summary of option activity under the Plan during the three months period ended March 31, 2018 is as follows:

 

 

 

March 31, 2018

 

December 31, 2017

 

 

 

Number
Outstanding

 

Weighted
Average
Exercise
Price

 

Number
Outstanding

 

Weighted
Average
Exercise
Price

 

Outstanding, beginning of the period

 

20,720,500

 

0.23

 

12,823,000

 

0.30

 

Issued

 

5,725,000

 

0.12

 

9,137,500

 

0.12

 

Cancelled / Expired

 

(150,000

)

0.21

 

(1,240,000

)

0.24

 

Exercised

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding, end of the period

 

26,295,500

 

0.21

 

20,720,500

 

0.23

 

 

During the period ended March 31, 2018, the Company granted 5,725,000 incentive stock options to employees, directors and consultants with a maximum term of 5 years. All stock options vest immediately and are excercible at $0.12 per common share.  The Company calculates the fair value of all stock options using the Black-Scholes Option Pricing Model. The fair value of this grant amounted to $287 and was recorded as a share-based payments expense.

 

During the period ended March 31, 2017, the Company granted 8,137,500 incentive stock options to employees, directors and consultants with a maximum term of 5 years. All stock options vest immediately and are excercible at $0.12 per common share.  The Company calculates the fair value of all stock options using the Black-Scholes

 

14



 

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2018

(Unaudited - Expressed in thousands of Canadian dollars)

 

Option Pricing Model. The fair value of this grant amounted to $451 and was recorded as a share-based payments expense.

 

The fair value of stock options granted and vested during the period ended March 31, 2018 and March 31, 2017 was calculated using the following assumptions:

 

 

 

March 31, 2018

 

March 31, 2017

 

Expected dividend yield

 

0

%

0

%

Expected share price volatility

 

96.9

%

100.6

%

Risk free interest rate

 

2.04

%

1.17

%

Expected life of options

 

5 years

 

5 years

 

 

Details of options outstanding as at March 31, 2018 are as follows:

 

Options
Outstanding

 

Options
Exercisable

 

Expiry
Date

 

Exercise
Price

 

Weighted average
remaining contractual life
(years)

 

200,000

 

200,000

 

Apr 22, 2018

*

0.15

 

0.00

 

150,000

 

150,000

 

Jul 29, 2018

 

0.20

 

0.00

 

200,000

 

200,000

 

Sep 30, 2018

 

0.37

 

0.00

 

2,440,000

 

2,440,000

 

Jul 9, 2019

 

0.62

 

0.12

 

200,000

 

200,000

 

Aug 27, 2019

 

0.37

 

0.01

 

100,000

 

100,000

 

Sep 26, 2019

 

0.26

 

0.01

 

350,000

 

350,000

 

Nov 5, 2019

 

0.21

 

0.02

 

1,000,000

 

1,000,000

 

Dec 19, 2019

 

0.22

 

0.07

 

900,000

 

900,000

 

Feb 3, 2020

 

0.275

 

0.06

 

450,000

 

450,000

 

Oct 5, 2020

 

0.20

 

0.04

 

5,443,000

 

5,443,000

 

Jan 28, 2021

 

0.21

 

0.59

 

8,137,500

 

8,137,500

 

Feb 21, 2022

 

0.12

 

1.21

 

1000,000

 

1,000,000

 

Dec 20, 2022

 

0.12

 

0.18

 

5,725,000

 

5,725,000

 

Feb 28, 2023

 

0.12

 

1.07

 

26,295,500

 

26,295,500

 

 

 

 

 

3.37

 

 


* Subsequently expired, unexercised.

 

e)        Reserve

 

The reserve records items recognized as stock-based compensation expense and other share-based payments until such time that the stock options or warrants are exercised, at which time the corresponding amount will be transferred to share capital. Amounts recorded for forfeited or expired unexercised options and warrants are transferred to deficit. During the year ended December 31, 2017 the Company recorded $504 of share-based payments to reserve and transferred $301 to deficit for expired options and warrants.

 

During the three months period ended March 31, 2018 the Company recorded $287 of share-based compensation to reserves, (March 31, 2017 - $451) and transferred $25 (March 31, 2017 - $Nil) to deficit for expired options and warrants.

 

15



 

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2018

(Unaudited - Expressed in thousands of Canadian dollars)

 

9.                  RELATED PARTY TRANSACTIONS

 

The following amounts due to related parties are included in trade payables and accrued liabilities (Note 7):

 

 

 

March 31,
2018

 

December 31,
2017

 

Directors and officers of the Company

 

43

 

42

 

 

 

 

 

 

 

Total

 

43

 

42

 

 

These amounts are unsecured, non-interest bearing and have no fixed terms of repayment.

 

(a)         Related party transactions

 

During the three months period ended March 31, 2018, the Company recorded $78 (March 31, 2017 - $39) in fees charged by a legal firm in which the Company’s chairman is a consultant.

 

On August 15, 2017, Sentient Executive GP IV Limited (“Sentient”) subscribed for a total of 38,666,666 units under the private placement equity financing transaction for a total net proceeds of $2,900.  As part of the subscription, Sentient was granted 19,333,333 common share purchase warrants exercisable at $0.12 until August 15, 2019.

 

On June 8, 2017, Sentient acquired 94,666,666 units in the equity financing for net proceeds of $7,100.  As part of the Offering, Sentient was granted 47,333,333 common share purchase warrants exercisable at $0.12 until June 8, 2019.

 

As of March 31, 2018, Sentient beneficially owns 356,476,487 common shares constituting approximately 64.27% of the currently issued and outstanding Common Shares.

 

(b)         Key management personnel are defined as members of the Board of Directors and senior officers.

 

Key management compensation was:

 

 

 

March 31, 2018

 

March 31, 2017

 

Geological consulting fees — expensed

 

26

 

5

 

Geological consulting fees — capitalized

 

18

 

50

 

Management fees — expensed

 

178

 

178

 

Salaries - expensed

 

29

 

55

 

Share-based payments

 

170

 

331

 

Total

 

421

 

619

 

 

10.           SUPPLEMENTAL CASH FLOW INFORMATION

 

Changes in working capital for the three months period ended March 31, 2018 and 2017 are as follows:

 

 

 

March 31, 2018

 

March 31, 2017

 

(Increase) in accounts receivables

 

(59

)

(16

)

(Increase) decrease in prepaid expenses

 

(318

)

5

 

Decrease in trade payables and accrued liabilities

 

(2

)

(21

)

Total changes in working capital

 

(379

)

(32

)

 

During the period ended March 31, 2018, the Company:

 

i)         transferred $25 from reserve to deficit;

ii)      recorded $716, the net change for accrued in exploration and evaluation expenditures.

 

16



 

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2018

(Unaudited - Expressed in thousands of Canadian dollars)

 

11.           COMMITMENTS AND CONTINGENCIES

 

The Company has certain commitments to meet the minimum expenditures requirements on its mineral exploration assets it has interest in.

 

Effective July 1, 2014, the Company had changes to management and entered into the following agreements for services with directors of the Company and a company in which a director has an interest:

 

i)            Management fees: $27 per month effective December 2014.

 

ii)         Directors’ fees: $2 stipend per month for independent directors, $3 stipend per month for the chairman of the board and $2.5 for committee chairmen.

 

Each of the agreements shall be continuous and may only be terminated by mutual agreement of the parties, subject to the provisions that in the event there is a change of effective control of the Company, the party shall have the right to terminate the agreement, within sixty days from the date of such change of effective control, upon written notice to the Company. Within thirty days from the date of delivery of such notice, the Company shall forward to the party the amount of money due and owing to the party hereunder to the extent accrued to the effective date of termination.

 

12.             SEGMENTED INFORMATION

 

The Company operates in one reportable operating segment being that of the acquisition, exploration and development of mineral properties in three geographic segments being Canada, Greenland and United States (Note 6).  The Company’s geographic segments are as follows:

 

 

 

March 31,
2018

 

December 31,
2017

 

Equipment

 

 

 

 

 

Canada

 

17

 

19

 

Greenland

 

28

 

30

 

Total

 

45

 

49

 

 

 

 

March 31,
2018

 

December 31,
2017

 

Exploration and evaluation assets

 

 

 

 

 

Canada

 

1,848

 

1,817

 

Greenland

 

49,051

 

48,671

 

United States

 

8

 

6

 

Total

 

50,907

 

50,494

 

 

13.             SUBSEQUENT EVENTS

 

On April 19, 2018, the Company announced the closing of a non-brokered private placement (the “Placement”) of 233,333,333 units at a price of $0.075 cents unit and raised an aggregate gross proceeds of $17.5 million through the issuance of 233,333,333 units at a price of $0.075 per unit. Each unit consists of one common share and one-half of one common share purchase warrant of the Company. Each warrant will entitle the holder to acquire one common share of the Company at $0.12 on the date that is 24 months following its issuance date.

 

Contemporary Amperex Technology Canada Limited (“CATL Canada”) subscribed for 200,000,000 units under the Placement for a total purchase price of $15,000.  CATL Canada now beneficially owns, or exercises control or direction over approximately 25.38% of the currently issued and outstanding shares of the Company.

 

Sentient subscribed for 13,333,333 units under the Placement for a total purchase price of $1,000.  Sentient now beneficially owns, or exercises control or direction over 369,809,820 common shares constituting approximately 46.93% of the currently issued and outstanding shares of the Company.

 

17