REG - Amaroq Minerals Ltd - Q2 2023 Financial Results
29/08/2023 10:30
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RNS Number : 6559K Amaroq Minerals Ltd 29 August 2023
("Amaroq" or the "Corporation" or the "Company")
Q2 2023 Financial Results
Launch of initial construction activities underway at cornerstone Nalunaq
project
TORONTO, ONTARIO - 29 August 2023 - Amaroq Minerals Ltd. (AIM, TSXV, NASDAQ
First North: AMRQ), an independent mine development company with a substantial
land package of gold and strategic mineral assets in Southern Greenland, is
pleased to present its Q2 2023 Financial Results.
Q2 2023 Corporate Highlights
· Gold business working capital of $41.0 million as of June 30,
2023 ($46.7 million as of March 31, 2023).
· Completion of GCAM Joint Venture (JV) transaction in April.
Strategic minerals business has available liquidity of $29.3 million.
· The Company is progressing with preparations to upgrade its
Icelandic listing from Nasdaq First North Growth Market to the Nasdaq Main
Market.
· US$50.9 million senior secured debt funding package expected to
close by the end of August 2023.
Q2 2023 Operational Highlights
· Permitting: The Environmental Impact Assessment (EIA) and Social
Impact Assessment (SIA) for Nalunaq are being translated, ahead of public
consultation later this year.
· Contracting: Key contracting processes for the processing plant,
infrastructure and construction, as well as underground mine rehabilitation
and mining, were 60% complete at the end of Q2 2023.
· Engineering: Processing plant engineering, and preparations for
its construction were 70% complete at the end of Q2 2023.
· Construction: Commenced pad building and Nalunaq camp expansion
and upgrade activities in Q2. Components for the processing plant are being
mobilized to ship to Greenland.
· Mining: Mine design and inspection took place in Q3, along with
procurement of long lead items.
· Nalunaq exploration: Completed 1,735m resource drilling at Nalunaq
from six drillholes targeting resource expansion areas directly up dip from
the proposed mining area of the Mountain Block.
· Strategic Minerals: Amaroq progressed preparation for exploration
projects at the Sava Copper Belt, Stendalen, Kobberminebugt and Paatasoq
during the period.
Nalunaq Project KPIs
· 19,272 total hours worked during Q2 2023.
· Daily average of 30 people working on site at Nalunaq over the
period.
· Zero Lost Time Injuries in H2 2023.
· Committed to ensuring local representation among the workforce,
with the ratio of Greenlandic personnel at Nalunaq standing at 50% in H2 2023.
· The project is progressing on budget and to schedule. Amaroq
intends to provide a fuller update on the Nalunaq project later this year.
Q3 2023 Outlook
· Contracting: Key contracting processes are expected to be 80%
complete at the end of Q3 2023, with Halyard and Thyssen Schachtbau finalised.
· Engineering: Overall engineering for the processing plant is
expected to be 75% complete at the end of Q3 2023.
· Construction: Targeting 20% completion by the end of Q3 2023,
with pad construction for the processing plant, fuel storage and transport
infrastructure and tailings storage facilities essentially complete and with
construction of the processing plant's main building set to commence.
· Mine Rehabilitation: Equipment and personnel to rehabilitate the
Nalunaq Mine access portals and ramp to be mobilised to site in Q3 2023.
· Support Infrastructure: Expansion and upgrade of the 50-person
Nalunaq base camp to 88-person expected to be completed by the end of 2023.
· Nalunaq Exploration: Nalunaq drilling results from 1,735m
drilling campaign expected in Q3 2023.
· Strategic Minerals: Completion of the Sava drilling programme
during the period with results expected in Q4 2023.
Eldur Olafsson, CEO of Amaroq, commented:
"I am pleased to provide an update on our activities in Q2 2023. Most notably
during this period, we have been focused on preparations for initial mining
activities at Nalunaq. Our programme is progressing on plan and to budget,
with rehabilitation works due to commence shortly, and first gold production
anticipated next year.
"Exploration activities within our strategic minerals JV are ramping up, most
notably across the Sava Copper Belt, where we have established a new 20-person
camp and are commencing drilling at our first target, as we look to improve
our understanding of this emerging high potential resource."
Update on H2 2023 Operational Workplan
Nalunaq Development Workplan
· Nalunaq
o Mine rehabilitation works are set to commence at Nalunaq in Q4 following
the mobilisation of equipment and personnel, including the installation of all
required mining services within the Mountain Block, ahead conducting the mine
trial next year. Anticipated forward-looking development milestones include:
§ Mine rehabilitation works planned for commencement in Q4 2023.
§ Mining trial in Mountain Block delivering ore expected to commence in Q1
2024.
§ Success on the mining trial will enable possible First Gold production in
H2 2024.
o Following finalisation of key contracts and procurement of all major long
lead items for the process plant, the Company plans to commence construction
of the Processing Plant main building in Q3 2023.
o Expansion and upgrade of the Nalunaq all-weather camp expected to be
complete by the end of 2023.
o The Company intends to provide a further update on the Nalunaq Project
Development programme later in 2023.
Gold Exploration Projects
· Nalunaq
o Results from the completed Mountain Block drilling are expected in Q3 and
will be incorporated with additional data collection and in-mine exploration,
targeting further potential resource expansion zones.
· Nanoq
o ALS Goldspot is conducting a full review of the 2022 geophysical survey
results to further define existing and new gold targets, ahead of further
surface exploration and site preparation for initial drilling in 2024.
· Vagar Ridge
o Amaroq is progressing the construction of a robust geological and
mineralisation model to inform future exploration at Vagar, including
additional data collection and review and further geological mapping and
sampling. Ground preparation and drill readiness preparations will also occur
ahead of the 2024 season.
Strategic Minerals Projects (Amaroq 51%)
· Sava Copper Belt (Sava/North Sava)
o New 20 person exploration camp constructed and two drill rigs mobilised,
to the first of two drill targets. Scout drilling is currently underway at
Target West and Target North. Additional exploration has identified further
high priority targets across the evolving copper belt, with the assistance of
external porphyry and IOCG specialists.
o Scout drilling across the two key targets in Sava will continue through Q3
with results expected during Q4.
o Drilling at Target West is targeting porphyry style mineralisation with
ore grade Cu and Mo encountered during 2022.
o Drilling at Target West is targeting a ~2km long strike of epithermal
style mineralisation hosting Cu/Au results from 2022.
o In addition, the Company plans to conduct a Gravity geophysical survey
over the Sava licence area to ensure full coverage of the prospective copper
belt.
· Stendalen
o Following the completion of a high resolution Magnetotellurics (MT)
geophysical survey over the host intrusion targeting areas of potential Ni/Cu
sulphides similar in style to those seen at Voisey's Bay, detailed 3D
inversion models will be reviewed ahead of targeting with a deep scout
drillhole aiming to intersect three potential orebodies:
§ Ti/V layering in the upper regions of the intrusion;
§ Potential Platinum Group Metal (PGM) mineralisation within the layered
sequence of the intrusion; and
§ Potential Ni/Cu sulphide mineralisation at depth and in the contract areas
similar in style to that seen at Voisey's Bay in Labrador.
· Kobberminebugt
o Completion of a high-resolution MT survey over the entire licence, with
results expected in Q3 2023.
· Paatasoq
o Reconnaissance exploration conducted over licence area, with the
assistance of the University of St Andrews, to assess REE and critical metal
potential. Full results and interpretations are expected through Q3 and Q4
2023.
Amaroq Financial Results
The following selected financial data is extracted from the Financial
Statements for the three months ended June 30, 2023.
Financial Results
Six months ended June 30
2023 2022
$ $
Exploration and evaluation expenses 3,459,846 5,435,831
Site development costs 1,825,563 -
General and administrative 5,383,216 5,086,708
(Gain) on loss of control of subsidiary (31,340,880) -
Share of 6-months loss of an equity-accounted joint arrangement 1,639,482 -
Net income (loss) and comprehensive income (loss) 19,980,808 (10,460,137)
Basic and diluted income (loss) per common share 0.07 (0.06)
Financial Position
As at June 30 As at March 31
2023 2023
$ $
Cash on hand 39,669,852 46,784,407
Total assets 87,686,844 62,010,593
Total current liabilities 2,980,657 1,729,851
Shareholders' equity 84,089,457 60,280,742
Working capital 41,017,725 46,738,567
Ends
Enquiries:
Amaroq Minerals Ltd.
Eldur Olafsson, Executive Director and CEO
eo@amaroqminerals.com
Eddie Wyvill, Corporate Development
+44 (0)7713 126727
ew@amaroqminerals.com
Stifel Nicolaus Europe Limited (Nominated Adviser and Broker)
Callum Stewart
Varun Talwar
Simon Mensley
Ashton Clanfield
+44 (0) 20 7710 7600
Panmure Gordon (UK) Limited (Joint Broker)
John Prior
Hugh Rich
Dougie Mcleod
+44 (0) 20 7886 2500
Landsbankinn hf. (Listing Agent)
Ellert Arnarson
Ellert.Arnarson@landsbankinn.is
Camarco (Financial PR)
Billy Clegg
Elfie Kent
Charlie Dingwall
+44 (0) 20 3757 4980
For Company updates:
Follow @Amaroq_minerals on Twitter
Follow Amaroq Minerals Inc. on LinkedIn
Further Information:
About Amaroq Minerals
Amaroq Minerals' principal business objectives are the identification,
acquisition, exploration, and development of gold and strategic metal
properties in Greenland. The Company's principal asset is a 100% interest in
the Nalunaq Project, a development stage property with an exploitation license
including the previously operating Nalunaq gold mine. The Corporation has a
portfolio of gold and strategic metal assets in Southern Greenland covering
the two known gold belts in the region. Amaroq Minerals is incorporated under
the Canada Business Corporations Act and wholly owns Nalunaq A/S, incorporated
under the Greenland Public Companies Act.
Certain statements in this release constitute "forward-looking statements" or
"forward-looking information" within the meaning of applicable securities
laws. Such statements and information involve known and unknown risks,
uncertainties and other factors that may cause the actual results, performance
or achievements of the company, its projects, or industry results, to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements or information. Such
statements can be identified by the use of words such as "may", "would",
"could", "will", "intend", "expect", "believe", "plan", "anticipate",
"estimate", "scheduled", "forecast", "predict" and other similar terminology,
or state that certain actions, events or results "may", "could", "would",
"might" or "will" be taken, occur or be achieved. These statements reflect the
Company's current expectations regarding future events, performance and
results and speak only as of the date of this release.
Forward-looking statements and information involve significant risks and
uncertainties, should not be read as guarantees of future performance or
results and will not necessarily be accurate indicators of whether or not such
results will be achieved. A number of factors could cause actual results to
differ materially from the results discussed in the forward-looking statements
or information, including, but not limited to: material adverse changes,
unexpected changes in laws, rules or regulations, or their enforcement by
applicable authorities; the failure of parties to contracts with the company
to perform as agreed; social or labour unrest; changes in commodity prices;
and the failure of exploration, refurbishment, development or mining programs
or studies to deliver anticipated results or results that would justify and
support continued exploration, studies, development or operations.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that
term is defined in policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this release.
Glossary
Ag silver
Au gold
Bt Billion tonnes
Cu copper
g grams
g/t grams per tonne
km kilometers
Koz thousand ounces
m meters
Mo molybdenum
MRE Mineral Resource Estimate
Nb niobium
Ni nickel
oz ounces
REE Rare Earth Elements
t tonnes
Ti Titanium
t/m(3) tonne per cubic meter
U uranium
USD/ozAu US Dollar per ounce of gold
V Vanadium
Zn zinc
Inside Information
This announcement contains inside information for the purposes of Article 7 of
the UK version of Regulation (EU) No. 596/2014 on Market Abuse ("UK MAR"),
as it forms part of UK domestic law by virtue of the European
Union (Withdrawal) Act 2018, and Regulation (EU) No. 596/2014 on Market Abuse
("EU MAR").
Qualified Person Statement
The technical information presented in this press release has been approved by
James Gilbertson CGeol, VP Exploration for Amaroq Minerals and a Chartered
Geologist with the Geological Society of London, and as such a Qualified
Person as defined by NI 43-101.
Amaroq Minerals Ltd.
UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2023
As at June 30, As at December 31,
Notes 2023 2022
$ $
ASSETS
Current assets
Cash 39,669,852 50,137,569
Due from a related party 11.1 2,218,604 -
Sales tax receivable 78,885 95,890
Prepaid expenses and others 2,031,041 450,290
Total current assets 43,998,382 50,683,749
Non-current assets
Deposit 27,944 27,944
Investment in equity-accounted joint arrangement 3 29,745,716 -
Escrow account for environmental monitoring 424,640 427,120
Mineral properties 4 48,821 85,579
Capital assets 5 13,441,341 13,871,669
Total non-current assets 43,688,462 14,412,312
TOTAL ASSETS 87,686,844 65,096,061
LIABILITIES AND EQUITY
Current liabilities
Accounts payable and accrued liabilities 2,903,747 1,138,961
Lease liabilities - current portion 6 76,910 71,797
Total current liabilities 2,980,657 1,210,758
Non-current liabilities
Lease liabilities 6 616,730 657,440
Total non-current liabilities 616,730 657,440
Total liabilities 3,597,387 1,868,198
Equity
Capital stock 131,837,145 131,708,387
Contributed surplus 6,002,893 5,250,865
Accumulated other comprehensive loss (36,772) (36,772)
Deficit (53,713,809) (73,694,617)
Total equity 84,089,457 63,227,863
TOTAL LIABILITIES AND EQUITY 87,686,844 65,096,061
14
Subsequent events
The accompanying notes are an integral part of these unaudited condensed
interim consolidated financial statements.
Three months Six months
ended June 30, ended June 30,
Notes 2023 2022 2023 2022
$ $ $ $
Expenses
Exploration and evaluation expenses 8 2,278,193 4,425,501 3,459,846 5,435,831
Site development costs 9 1,825,564 - 1,825,564 -
General and administrative 10 2,806,181 2,097,937 5,383,216 5,086,708
Loss on disposal of capital assets - - 37,791 -
Foreign exchange loss (gain) 171,828 (173,880) (25,175) (26,693)
Operating loss 7,081,766 6,349,558 10,681,242 10,495,846
Other expenses (income)
Interest income (240,268) (34,392) (471,588) (54,717)
Project management income 11 (506,640) - (506,640) -
Gain on loss of control of subsidiary 3 (31,340,880) - (31,340,880) -
Share of loss of an equity-accounted joint arrangement 3 1,639,482 - 1,639,482 -
Finance costs 8,839 9,473 17,576 19,008
Net income (loss) and comprehensive income (loss) 23,357,701 (6,324,639) 19,980,808 (10,460,137)
Weighted average number of common shares outstanding - basic 263,281,297 177,109,616 263,242,536 177,104,206
Weighted average number of common shares outstanding - diluted 273,398,692 188,107,949 273,359,931 188,102,539
Basic earnings (loss) per share 12 0.09 (0.04) 0.08 (0.06)
Diluted earnings (loss) per common share 12 0.09 (0.04) 0.07 (0.06)
Effect of dilution - - 0.01 -
Share options 10,117,395 10,998,333 10,117,395 10,998,333
The accompanying notes are an integral part of these unaudited condensed
interim consolidated financial statements.
Notes Number of common shares Capital Contributed surplus Accumulated other comprehensive loss Deficit Total
outstanding Stock Equity
$ $ $ $ $
Balance at January 1, 2022 177,098,737 88,500,205 3,300,723 (36,772) (51,795,654) 39,968,502
Net loss and comprehensive loss - - - - (10,460,137) (10,460,137)
Options exercised 110,000 95,700 (40,700) - - 55,000
Stock-based compensation - - 1,480,560 - - 1,480,560
Balance at June 30, 2022 177,208,737 88,595,905 4,740,583 (36,772) (62,255,791) 31,043,925
Balance at January 1, 2023 263,073,022 131,708,387 5,250,865 (36,772) (73,694,617) 63,227,863
Net income and comprehensive income - - - - 19,980,808 19,980,808
Options exercised, net 7 208,275 128,758 (150,000) - - (21,242)
Stock-based compensation 7 - - 902,028 - - 902,028
Balance at June 30, 2023 263,281,297 131,837,145 6,002,893 (36,772) (53,713,809) 84,089,457
The accompanying notes are an integral part of these unaudited condensed
interim consolidated financial statements.
Notes Six months
ended June 30,
2023 2022
$ $
Operating activities
Net income (loss) for the period 19,980,808 (10,460,137)
Adjustments for:
Depreciation 5 392,537 418,075
Stock-based compensation 7 902,028 1,480,560
Gain on loss of control of subsidiary 3 (31,340,880) -
Share of loss of an associate 3 1,639,482 -
Loss on disposal of capital assets 37,791 -
Other expenses 17,576 9,048
Foreign exchange (48,884) (13,571)
(8,419,542) (8,566,025)
Changes in non-cash working capital items:
Sales tax receivable 17,004 (33,179)
Due from related party (2,218,604) -
Prepaid expenses and others (1,580,751) 182,383
Accounts payable and accrued liabilities 1,734,337 815,210
(2,048,014) 964,414
Net Cash used in operating activities (10,467,556) (7,601,611)
Investing activities
Acquisition of capital assets 5 - (301,958)
Net Cash used in investing activities - (301,958)
Financing activities
Principal repayment - lease liabilities 6 (53,172) (22,551)
Exercise of stock options - 55,000
Net Cash (used in) provided by financing activities (53,172) 32,449
(10,520,728) (7,871,120)
Net change in cash before effects of exchange rate changes on cash during the
period
Effects of exchange rate changes on cash 53,011 40,661
Net change in cash during the period (10,467,717) (7,830,459)
Cash, beginning of period 50,137,569 27,324,459
Cash, end of period 39,669,852 19,494,000
Supplemental cash flow information
Interest received 471,587 54,717
The accompanying notes are an integral part of these unaudited condensed
interim consolidated financial statements.
1. NATURE OF OPERATIONS, BASIS OF PRESENTATION
Amaroq Minerals Ltd. (the "Corporation") was incorporated on February 22, 2017
under the Canada Business Corporations Act. The Corporation's head office is
situated at 3400, One First Canadian Place, P.O. Box 130, Toronto, Ontario,
M5X 1A4, Canada. The Corporation operates in one industry segment, being the
acquisition, exploration and development of mineral properties. It owns
interests in properties located in Greenland. The Corporation's financial year
ends on December 31. Since July 2017, the Corporation's shares are listed on
the TSX Venture Exchange (the "TSX-V"), since July 2020, the Corporation's
shares are also listed on the AIM market of the London Stock Exchange ("AIM")
and from November 1, 2022, on Nasdaq First North Growth Market Iceland
("Nasdaq") under the AMRQ ticker.
These unaudited condensed interim consolidated financial statements for the
six months ended June 30, 2023 ("Financial Statements") were approved by the
Board of Directors on August 29, 2023.
1.1 Basis of presentation and consolidation
The Financial Statements include the accounts of the Corporation and those of
its 100% subsidiary Nalunaq A/S, corporation incorporated under the Greenland
Public Companies Act. The Financial Statements also include the Corporation's
51% equity pick-up of Gardaq A/S, a joint venture with GCAM LP. (Note 3).
The Financial Statements have been prepared in accordance with International
Financial Reporting Standards ("IFRS") as issued by the International
Accounting Standards Board ("IASB") including International Accounting
Standard ("IAS") 34, Interim Financial Reporting. The Financial Statements
have been prepared under the historical cost convention.
The Financial Statements should be read in conjunction with the annual
financial statements for the year ended December 31, 2022 which have been
prepared in accordance with IFRS as issued by the IASB. The accounting
policies, methods of computation and presentation applied in these Financial
Statements are consistent with those of the previous financial year ended
December 31, 2022, except for the policy described below.
a) Investments in an associate or joint venture
The financial results of the Corporation's investments in its joint
arrangement is included in the Corporation's results using the equity method.
Under the equity method, the investment is initially recognized at cost, and
the carrying amount is increased or decreased to recognize the Corporation's
share of comprehensive income or loss of the associates after the date of
acquisition. The Corporation's share of profits or losses is recognized in the
condensed interim statement of income (loss).
Unrealized gains on transactions between the Corporation and an associate or
joint venture are eliminated to the extent of the Corporation's interest in
the associate. Unrealized losses are also eliminated unless the transaction
provides evidence of an impairment of the asset transferred. Dilution gains
and losses arising from changes in interests in investments in associates are
recognized in the condensed interim statement of income (loss).
The Corporation assesses at each period-end whether there is any objective
evidence that its investments in associates or joint venture are impaired. If
impaired, the carrying value of the Corporation's share of the underlying
assets of associates or joint venture is written down to its estimated
recoverable amount (being the higher of fair value less costs of disposal and
value in use) and charged to the statement of income (loss).
There are two main instances when the Corporation recognizes an investment in
associate or joint venture. In first case the entity recognizes an acquisition
of new investment, has a significant influence over the investee but does not
control it. In the second case, the Corporation loses control over the
subsidiary because of a sale of a share in subsidiary that results in losing
control over that subsidiary. If the Corporation loses control over the
subsidiary, then
- The Corporation derecognizes the assets and liabilities of the
subsidiary from the consolidated statement of financial position,
- Recognizes the fair value of the consideration received from the
transaction that has resulted in the loss of control,
- Recognizes any investment retained in the former subsidiary at its
fair value once control is lost and subsequently accounts for it and any
amounts owed by or to the former subsidiary in accordance with the relevant
IFRS. The fair value shall be regarded as a fair value of the initial
recognition of the investment in joint venture or associate.
- Subsequently recognizes associate's or joint venture's share of net
profits or losses proportionately to the retained share of investment for the
reporting periods.
1.2 Functional and presentation currency
The functional and presentation currency of the Corporation is Canadian
dollars ("CAD"). The functional currency of Nalunaq A/S is CAD. The functional
currency of Nalunaq A/S is determined using the currency of the primary
economic environment in which the entity evolves and using the currency which
is more representative of the economic effect of the underlying financings,
transactions, events and conditions.
Foreign currency transactions are translated into the functional currency of
the underlying entity using appropriate rates of exchange prevailing on the
dates of such transactions. Monetary assets and liabilities denominated in
foreign currencies are translated at the functional currency rate of exchange
in effect at the end of each reporting period. Foreign exchange gains and
losses resulting from the settlement of such transactions are recognized in
the net profit or loss.
2. CRITICAL ACCOUNTING JUDGMENTS AND ASSUMPTIONS
The preparation of the Financial Statements requires Management to make
judgments and form assumptions that affect the reported amounts of assets and
liabilities at the date of the Financial Statements and reported amounts of
expenses during the reporting period. On an ongoing basis, Management
evaluates its judgments in relation to assets, liabilities and expenses.
Management uses past experience and various other factors it believes to be
reasonable under the given circumstances as the basis for its judgments.
Actual outcomes may differ from these estimates under different assumptions
and conditions.
In preparing the Financial Statements, the significant judgements made by
Management in applying the Corporation accounting policies and the key sources
of estimation uncertainty were the same as those that applied to the
Corporation's audited annual financial statements for the year ended December
31, 2022.
Management has exercised a significant judgement in assessing whether the
Corporation still has control over its subsidiary Gardaq A/S or whether it
lost control over the subsidiary but still has significant influence or joint
control over Gardaq A/S. The result of this assessment is described under Note
3 below. Estimates and assumptions are continually evaluated and are based on
historical experience and other factors, including expectations of future
events that are believed to be reasonable under the circumstances.
3. INVESTMENT IN AN ASSOCIATE or joint venture CORPORATION
As at As at
June 30, December 31,
2023 2022
$ $
Balance at beginning of period - -
Original Investment in Gardaq ApS 7,422
Transfer of non-gold strategic minerals licences at cost 36,896
Investment at conversion of Gardaq ApS to Gardaq A/S 55,344
Gain on FV recognition of equity accounted investment in joint venture 31,285,536
Investment retained at fair value- 51% share 31,385,198 -
Share of joint venture's net losses- for 6 months ended Jun 30, 2023 (1,639,482) -
Balance at end of period 29,745,716 -
On June 10, 2022, the Corporation announced that it had signed a non-binding
head of terms with ACAM to establish a special purpose vehicle (the "SPV") and
created a joint venture (the "JV") for the exploration and development of its
Strategic Mineral assets for a combined contribution of $62.0 million (GBP
36.7 million). Subject to the final terms of the JV, ACAM invested $30.1
million (GBP 18 million) in exchange for a 49% shareholding in the SPV, with
Amaroq holding 51%. Amaroq contributed its strategic non- precious mineral
(i.e., non-gold) licenses, and will be required to provide a contribution in
kind over a three-year period, valued, in aggregate, at $31.4 million (GBP
18.7 million) in the form of site support, logistics and overhead costs
associated with utilizing its existing infrastructure in Southern Greenland to
support the JV's activities. The transfer of these licenses has been approved
by the Greenland Government on April 13, 2023. An option for further future
funding of $16.0 million (GBP 10.0 million) is also potentially available on
the achievement of agreed milestones.
The carrying historical value of the transferred strategic non-precious
mineral licenses to Gardaq A/S is $36,758 (Note 4). Gardaq A/S is the
Corporation's only joint venture. Gardaq's share capital consists solely of
ordinary shares, which are held directly by the Corporation. Gardaq is
incorporated in Greenland where its exploration and evaluation activities on
bearing properties are carried out. The proportion of ownership interest is
the same as the proportion of voting rights held. The investment in Gardaq is
accounted for under the equity method. The Corporation's interest in Gardaq is
51% as of June 30, 2023.
Upon execution of the Subscription and Shareholders' Agreement ("SSHA") on
April 13, 2023, the Corporation has ceased the control of Gardaq on that date.
Given that the relevant activities of Gardaq require unanimous consent of its
shareholders in accordance with the SSHA, management has determined that it
has joint control and as such the Corporation performed deconsolidation of
Gardaq A/S as at April 13, 2023, the date when control was lost. The fair
value of the investment retained in Gardaq A/S was determined to be
$31,385,198 (GBP 18.7million) for 51% retained equity share of Gardaq A/S. The
fair value of Gardaq A/S was measured based on the cash consideration received
in exchange for 49% of the outstanding shares.
The Corporation has determined that it has a joint control in Gardaq A/S as
decisions around relevant activities require unanimous shareholder approval.
Effective April 13, 2023, the Corporation's investment was accounted for as an
investment in joint venture using the equity method. The equity method
involves recording the initial investment at cost and subsequently adjusting
the carrying value of the investment for the Corporation's proportionate share
of the profit or loss, other comprehensive income or loss and any other
changes in the joint venture's net assets, such as further investments or
dividends. For the period ended June 30, 2023 the Corporation recorded the 51%
proportion of net loss from Gardaq of $1,639,482.
The following tables summarize the unaudited financial information of Gardaq
A/S as of June 30, 2023.
As at
June 30,
2023
$
Cash and cash equivalent 29,337,924
Accounts receivables -
Prepaid expenses and other 64,645
Total current assets 29,402,569
Mineral property 92,240
Total Assets 29,494,809
Accounts payable and accrued liabilities 2,462,543
Capital stock 30,246,937
Deficit (3,214,671)
Total equity 27,032,266
Total liabilities and equity 29,494,809
As at
June 30,
2023
$
Exploration and Evaluation expenses 2,751,253
Foreign exchange loss (gain) (43,222)
Operating loss 2,708,031
Other expenses (income) 506,640
Net loss and comprehensive loss 3,214,671
4. MINERAL PROPERTIES
As at December 31, Transfers (note 3) As at June 30,
2022 2023
$ $ $
Nalunaq - Au 1 - 1
Tartoq - Au 18,431 - 18,431
Vagar - Au 11,103 - 11,103
Nuna Nutaaq - Au 6,076 - 6,076
Anoritooq - Au 6,389 - 6,389
Siku - Au 6,821 - 6,821
Naalagaaffiup Portornga - Strategic Minerals 6,334 (6,334) -
Saarloq - Strategic Minerals 7,348 (7,348) -
Sava - Strategic Minerals 6,562 (6,562) -
Kobberminebugt - Strategic Minerals 6,840 (6,840) -
Stendalen - Strategic Minerals 4,837 (4,837) -
North Sava - Strategic Minerals 4,837 (4,837) -
Total mineral properties 85,579 (36,758) 48,821
As at December 31, 2021 Additions As at
December 31,
2022
$ $ $
Nalunaq - Au 1 - 1
Tartoq - Au 18,431 - 18,431
Vagar - Au 11,103 - 11,103
Nuna Nutaaq - Au 6,076 - 6,076
Anoritooq - Au 6,389 - 6,389
Siku - Au - 6,821 6,821
Naalagaaffiup Portornga - Strategic Minerals 6,334 - 6,334
Saarloq - Strategic Minerals 7,348 - 7,348
Sava - Strategic Minerals 6,562 - 6,562
Kobberminebugt - Strategic Minerals - 6,840 6,840
Stendalen - Strategic Minerals - 4,837 4,837
North Sava - Strategic Minerals - 4,837 4,837
Total mineral properties 62,244 23,335 85,579
5. CAPITAL ASSETS
Field equipment and Vehicles and rolling stock Equipment (including software) Construc- tion In Progress Right-of- use assets Total
infrastruc- ture
$ $ $ $ $ $
Six months ended
June 30, 2023
Opening net book value 1,735,752 3,742,384 216,385 7,522,085 655,063 13,871,669
Disposals - - (37,791) - - (37,791)
Depreciation (99,187) (215,136) (38,440) - (39,774) (392,537)
Closing net book value 1,636,565 3,527,248 140,154 7,522,085 615,289 13,441,341
As at June 30, 2023
Cost 2,351,041 4,466,971 232,231 7,522,085 735,270 15,307,598
Accumulated depreciation (714,476) (939,723) (92,077) - (119,981) (1,866,257)
Closing net book value 1,636,565 3,527,248 140,154 7,522,085 615,289 13,441,341
Depreciation of capital assets related to exploration and evaluation
properties is being recorded in exploration and evaluation expenses in the
consolidated statement of comprehensive loss, under depreciation. Depreciation
of $321,265 ($363,461 for the six months ended June 30, 2022) was expensed as
exploration and evaluation expenses during the six months ended June 30, 2023.
As of June 30, 2023, the amount of $7,522,085 ($7,522,085 as of December 31,
2022) of construction in progress is related to equipment and infrastructure
received or in storage and which will be installed at the appropriate time.
Equipment and infrastructure include process plant components that are not yet
available for use.
6. LEASE LIABILITIES
As at As at
June 30 December 31
2023 2022
$ $
Balance beginning 729,237 763,913
Principal repayment (35,597) (50,722)
Balance ending 693,640 729,237
Non-current portion - lease liabilities (616,730) (657,440)
Current portion - lease liabilities 76,910 71,797
The Corporation has one lease for its office. In October 2020, the Corporation
started the lease for five years and five months including five free rent
months during this period. The monthly rent is $8,825 until March 2024 and
$9,070 for the balance of the lease. The Corporation has the option to renew
the lease for an additional five-year period at $9,070 monthly rent indexed
annually to the increase of the consumer price index of the previous year for
the Montreal area.
7. STOCK-BASED COMPENSATION
7.1 Stock options
An incentive stock option plan (the "Plan") was approved initially in 2017 and
renewed by shareholders on June 15, 2023. The Plan is a "rolling" plan whereby
a maximum of 10% of the issued shares at the time of the grant are reserved
for issue under the Plan to executive officers, directors, employees and
consultants. The Board of directors grants the stock options, and the exercise
price of the options shall not be less than the closing price on the last
trading day, preceding the grant date. The options have a maximum term of ten
years. Options granted pursuant to the Plan shall vest and become exercisable
at such time or times as may be determined by the Board, except options
granted to consultants providing investor relations activities shall vest in
stages over a 12-month period with a maximum of one-quarter of the options
vesting in any three-month period. The Corporation has no legal or
constructive obligation to repurchase or settle the options in cash.
The fair value of each option granted was estimated at the time of grant using
the Black-Scholes option pricing model. Black-Scholes is a pricing model used
to determine the fair price or theoretical value for a call or a put option
based on the following weighted assumptions at the measurement date:
June 30, June 30,
2023 2022
Risk free rate - 2.7%
Expected life (years) - 5 years
Volatility - 68.9%
Underlying stock price - 0.75
Strike price - $0.44
The total share-based payment expenses related to the options and the amount
credited to contributed surplus for the six months ended June 30, 2023, were
$4,028 (June 30, 2022-$ 1,480,560). The following table outlines the activity
for stock options for the six months ended June 30,2023, and 2022:
Changes in stock options are as follows:
Six months ended Six months ended
June 30, 2023 June 30, 2022
Number of options Weighted average exercise price Number of Weighted average exercise price
options
$
Balance, beginning 10,717,395 0.57 6,935,000 0.51
Granted - - 4,173,333 0.60
Exercised (600,000) 0.43 (110,000) 0.50
Balance, end 10,117,395 0.58 10,998,333 0.55
Balance, end exercisable 10,050,728 0.58 10,865,000 0.55
From the options exercised during the period ended June 30, 2023, 391,725
shares were withheld to cover the stock option grant price and related taxes.
Stock options outstanding and exercisable as at June 30, 2023 are as follows:
Number of options outstanding Number of options exercisable Exercise price
Expiry date
$
910,000 910,000 0.45 August 22, 2023
1,670,000 1,670,000 0.38 December 31, 2025
100,000 33.333 0.50 September 13, 2026
1,495,000 1,495,000 0.70 December 31, 2026
3,600,000 3,600,000 0.60 January 17, 2027
73,333 73,333 0.75 April 20, 2027
39,062 39,062 0.64 July 14, 2027
1,330,000 1,330,000 0.70 December 30, 2027
900,000 900,000 0.59 December 31, 2027
10,117,395 10,050,728
7.2 Restricted Share Unit
Conditional awards under the RSU
7.2.1 Description
Conditional awards were made in 2022 that give participants the opportunity to
earn restricted share unit awards under the Corporation's Restricted Share
Unit Plan ("RSU Plan") subject to the generation of shareholder value over a
four-year performance period.
The awards are designed to align the interests of the Corporation's employees
and shareholders, by incentivizing the delivery of exceptional shareholder
returns over the long-term. Participants receive a 10% share of a pool which
is defined by the total shareholder value created above a 10% per annum
compound hurdle.
The awards comprise three tranches, based on performance measured from January
1, 2022, to the following three measurement dates:
· First Measurement Date: December 31, 2023;
· Second Measurement Date: December 31, 2024; and
· Third Measurement Date: December 31, 2025.
Restricted share unit awards granted under the RSU Plan as a result of
achievement of the total shareholder return performance conditions are subject
to continued service, with vesting as follows:
· Awards granted after the First Measurement Date - 50% vest after
one year, 50% vest after three years.
· Awards granted after the Second Measurement Date - 50% vest after
one year, 50% vest after two years.
· RSUs granted after the Third Measurement Date - 100% vest after
one year.
The maximum term of the awards is therefore four years from grant.
The Corporation's starting market capitalization is based on a fixed share
price of $0.552. Value created by share price growth and dividends paid at
each measurement date will be calculated with reference to the average closing
share price over the three months ending on that date.
· After December 31, 2023, 100% of the pool value at the First
Measurement Date is delivered as restricted share units under the RSU Plan,
subject to the maximum number of shares that can be allotted not being
exceeded.
· After December 31, 2024, the pool value at the Second Measurement
Date is reduced by the pool value from the First Measurement Date (increased
in line with share price movements between the First and Second Measurement
Dates). 100% of the remaining pool value, if any, is delivered as restricted
share units under the RSU Plan.
· After December 31, 2025, the pool value at the Third Measurement
Date is reduced by the pool value from the Second Measurement Date (increased
in line with share price movements between the Second and Third Measurement
Dates), and then further reduced by the pool value from the First Measurement
Date (increased in line with share price movements between the First
Measurement Date and the Third Measurement Date). 100% of the remaining pool
value, if any, is delivered as restricted share units under the RSU Plan.
7.2.1 Valuation
The fair value of the award granted in December 2022 is $5,408,800 based on
80% of the available pool being awarded. A charge of $898,000 was recorded
during the six months ended June 30, 2023.
8. EXPLORATION AND EVALUATION EXPENSES (RECOVERY)
Three months Six months
ended June 30, ended June 30,
2023 2022 2023 2022
$ $ $ $
Geology (138,599) 651,211 (25,494) 805,632
Lodging and on-site support 51,714 35,255 51,714 35,255
Drilling 1,036,653 1,250,066 1,036,653 1,290,527
Analysis (26,355) - (26,355) 141,382
Geophysical survey (416,177) - (416,177) -
Transport 320,553 54,076 624,753 143,215
Helicopter charter 601,815 442,824 681,682 442,824
Logistic support (51,509) 90,356 (51,509) 102,108
Insurance - (13,200) - -
Maintenance infrastructure 284,769 1,373,127 578,890 1,743,375
Supplies and equipment 432,460 360,158 603,017 360,158
Project Engineering - 55,792 -
Government fees 25,615 - 25,615 7,894
Exploration and evaluation expenses before depreciation 2,120,939 4,243,873 3,138,581 5,072,370
Depreciation 157,254 181,628 321,265 363,461
Exploration and evaluation expenses 2,278,193 4,425,501 3,459,846 5,435,831
Exploration and Evaluation expenses for the period of three and six months
ended June 30, 2023 are net of $1,398,912 of Exploration and Evaluation
expenses incurred by Nalunaq A/S during the period from June 9 to Dec 31 2022
for the six non-gold strategic mineral licenses that have been transferred
from Nalunaq A/S to Gardaq A/S.
9. SITE DEVELOPMENT COSTS
Three months Six months
ended June 30, ended June 30,
2023 2022 2023 2022
$ $ $ $
Project Engineering and management 1,017,205 - 1,017,205 -
Infrastructure 658,507 - 658,507 -
Other costs (travel, logistics) 149,851 - 149,851 -
Site development costs 1,825,563 - 1,825,563 -
10. GENERAL AND ADMINISTRATION
Three months Six months
ended June 30, ended June 30,
2023 2022 2023 2022
$ $ $ $
Salaries and benefits 620,073 601,769 1,237,662 1,241,768
Director's fees 157,000 157,000 314,000 314,000
Professional fees 910,879 748,904 1,522,757 1,024,612
Marketing and industry involvement 164,719 133,811 306,686 302,678
Insurance 67,602 104,651 135,204 205,670
Travel and other expenses 219,782 238,656 521,052 384,571
Regulatory fees 179,614 43,971 372,554 78,235
General and administration before following elements 2,319,669 2,028,762 4,409,915 3,551,534
Stock-based compensation 451,014 36,698 902,028 1,480,560
Depreciation 35,498 32,477 71,272 54,614
General and administration 2,806,181 2,097,937 5,383,215 5,086,708
11. RELATED PARTY TRANSACTIONS
11.1 Billing according to Gardaq JV agreement
Three months Six months
ended June 30, ended June 30,
2023 2022 2023 2022
$ $ $ $
Project management fees 506,640 - 506,640 -
E&E expenses (Note 8) 1,711,964 - 1,711,964 -
2,218,604 - 2,218,604 -
As at June 30, 2023, the balance receivable from Gardaq amounted to $2,218,604
($nil as at December 31, 2022). This receivable balance represents all
exploration and evaluation costs incurred by the Corporation prior to the
completion of the SSHA for six strategic minerals licenses transferred from
Nalunaq A/S to Gardaq A/S. The exploration and evaluation costs incurred prior
to completion of the Gardaq JV agreement have been transferred to Gardaq A/S
from Nalunaq A/S post-closing of the deal in accordance with the respective
clauses of the SSHA. (Note 3).
11.2 Marketing Activities in Iceland related to the Nasdaq Main Market Listing
In addition to Landsbankinn hf. acting as project manager and advisor on the
admission to Nasdaq Main Market, the Corporation has engaged Fossar Investment
Bank hf. ("Fossar") to assist in introducing Amaroq to investors, organizing
investor meetings, and advising and analyzing potential effect the Admission
has on the liquidity and formation of the share price of the Corporation.
Fossar is a related party of Amaroq as it is a company in which Sigurbjorn
Thorkelsson, Non-Executive Director, is Chairman of the Board and indirectly
controls over 30% of the capital. Amaroq has agreed to pay Fossar for their
services $25,000 (GBP15,000) and Amaroq will be responsible for any ancillary
expenses on the planned engagement. The Engagement will end upon the
completion of Admission.
The engagement with Fossar constitutes a related party transaction in
accordance with AIM Rule 13. The Independent Directors, being the Amaroq
Directors other than Sigurbjorn Thorkelsson, having consulted with the
Corporation's Nominated Adviser, are confident that the terms of the
engagement with the related party are fair and reasonable insofar as the
Corporation's shareholders are concerned.
$25,000 cost of engagement is included under Marketing and Industry
involvement cost category under the General and Administrative expenses (Note
10) which is outstanding as of June 30, 2023 and recorded under the accounts
payable and accrued liabilities.
11.3 Key Management Compensation
The Corporation's key management are the members of the board of directors,
the President and Chief Executive Officer, the Chief Financial Officer, the
Vice President Exploration, and the Corporate Secretary. Key management
compensation is as follows:
Three months Six months
ended June 30, ended June 30,
$ $
2023 2022 2023 2022
$ $ $ $
Short-term benefits
Salaries and benefits 312,513 325,435 654,817 642,184
Director's fees 157,000 157,000 314,000 314,000
Long-term benefits
Stock-based compensation 2,014 4,431 4,028 1,111,362
Total compensation 471,527 486,866 972,845 2,067,546
12. NET EARNINGS (LOSS) PER COMMON SHARE
The following table provides a reconciliation between basic and diluted net
earnings (loss) per share:
Three months Six months
ended June 30, ended June 30,
Notes 2023 2022 2023 2022
$ $ $ $
Net income (loss) and comprehensive income (loss) 23,357,701 (6,324,639) 19,980,808 (10,460,137)
Weighted average number of common shares outstanding - basic 263,281,297 177,109,616 263,242,536 177,104,206
Weighted average number of common shares outstanding - diluted 273,398,692 188,107,949 273,359,931 188,102,539
Basic earnings (loss) per share 0.09 (0.04) 0.08 (0.06)
Diluted earnings (loss) per common share 0.09 (0.04) 0.07 (0.06)
Effect of dilution - - 0.01 -
Share options outstanding 10,117,395 10,998,333 10,117,395 10,998,333
13. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
The Corporation is exposed to various risks through its financial instruments.
The following analysis provides a summary of the Corporation's exposure to and
concentrations of risk at June 30, 2023:
13.1 Credit Risk
Credit risk is the risk that one party to a financial instrument will cause
financial loss for the other party by failing to discharge an obligation. The
Corporation's main credit risks relate to its amounts due from a related
party. The Corporation performed expected credit loss assessment and assesses
the amount to be fully recoverable.
13.2 Fair Value
Financial assets and liabilities recognized or disclosed at fair value are
classified in the fair value hierarchy based upon the nature of the inputs
used in the determination of fair value. The levels of the fair value
hierarchy are:
• Level 1 - Quoted prices (unadjusted) in active markets for identical
assets or liabilities
• Level 2 - Inputs other than quoted prices included within level 1
that are observable for the asset or liability, either directly (i.e., as
prices) or indirectly (i.e., derived from prices)
• Level 3 - Inputs for the asset or liability that are not based on
observable market data (i.e., unobservable inputs)
The following table summarizes the carrying value of the Company's financial
instruments:
June 30, December 31, 2022
2023
$ $
39,669,852 50,137,569
Cash
Due from a related party 2,218,604 -
Sales tax receivable 78,885 95,890
Deposit 27,944 27,944
Investment in equity-accounted joint arrangement 29,745,716 -
Escrow account for environmental monitoring 424,640 427,120
Accounts payable and accrued liabilities (2,903,747) (1,138,961)
Lease liabilities (693,640) (729,237)
Due to the short-term maturities of cash, due from a related party, and
accounts payable and accrued liabilities, the carrying amounts of these
financial instruments approximate fair value at the respective balance sheet
date.
The carrying value of lease liabilities approximate its fair value based upon
a discounted cash flows method using a discount rate that reflects the
Corporation's borrowing rate at the end of the period.
13.3 Liquidity Risk
Liquidity risk is the risk that the Corporation will encounter difficulty in
meeting obligations associated with financial liabilities. The Corporation
manages this risk by managing its working capital and ensuring that sufficient
cash is available. The following are the contractual maturities of financial
liabilities as at June 30, 2023:
June 30, 2023
< 1 year 2 - 5 years Over 5 years
Lease liabilities $ 76,910 $ 616,730 $ -
Accounts payable and accrued liabilities 2,903,747 - -
$ 2,980,657 $ 616,730 $ -
The Corporation has assessed that it is not exposed to significant liquidity
risk due to its cash balance in the amount of $39.7 million at the period end.
14. SUBSEQUENT EVENTS
14.1 US$49.5M Debt Financing (the "Financing") and Potential Main Market
Listing in Iceland
The Corporation continues to finalize the terms and conditions of the debt
financing announced on March 28, 2023 and on August 11, 2023 the Corporation
announced that it expected to close the transaction by the end of August 2023.
The debt financing consists of an increased US$50.9 million senior secured
package, including:
(i) US$18.5 million in senior debt term loans pursuant to revolving
credit facilities provided by Landsbankinn hf. and Fossar Investment Bank;
(ii) US$22.4 million in convertible notes with ECAM LP, JLE Property
Ltd. and Livermore Partners LLC; and
(iii) an overrun loan from JLE Property Ltd. of up to US$10 million under
a revolving credit facility.
The financing remains subject to the completion of final documentation and
agreement by the parties to all terms and conditions. In addition, the debt
financing remains subject to the final approval of the TSX Venture Exchange
and satisfaction by the Corporation of all the requirements of the TSX Venture
Exchange.
On March 28, 2023, the Corporation announced its intention to explore the
possibility of transfer of the Corporation's depositary receipts from Nasdaq
First North Growth Market in Iceland to the regulated Nasdaq Main Market. On
28 July 2023, Amaroq submitted a request to Nasdaq Iceland to formally begin
the procedure for admission, with the first day of trading expected to be in
September 2023. The final application for admission is subject to the
Financial Supervisory Authority of the Central Bank of Iceland (the FSA),
approval of the Prospectus and all Nasdaq Main Market requirements being
satisfied.
14.2 On-hire Incentive Stock Options Award
On July 24, 2023, the Corporation granted an on-hire incentive stock option
award to a new senior employee of Amaroq Minerals. The option award gives the
employee the right to acquire up to 19,480 common shares under the Company's
stock option plan ("Amaroq Minerals Stock Option Plan"). The option has an
exercise price of $0.77 per share and will vest on October 24, 2023. The
option will expire if it remains unexercised five years from the date of the
award.
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