3rd Quarter Results

RNS Number : 8739P

Galantas Gold Corporation

23 November 2016

 

GALANTAS GOLD CORPORATION

TSXV & AIM : Symbol GAL

GALANTAS REPORTS RESULTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2016

November 23, 2016:  Galantas Gold Corporation (the 'Company') is pleased to announce its unaudited financial results for the three and nine months ended September 30, 2016.

Financial Highlights

Highlights of the 2016 third quarter's and first nine months results, which are expressed in Canadian Dollars, are summarized below:

All figures denominated in Canadian Dollars (CDN$)	Third Quarter Ended September 30       2016                     2015		Nine Months Ended September 30       2016                           2015
Revenue	$      (1,006)	$     37,262	$       28,715	$    52,159
Cost of Sales	$    (45,780)	$    (101,871)	$    (255,883)	$   (286,524)
Loss before the undernoted	$    (46,786)	$    (64,609)	$    (227,168)	$  (234,365)
Depreciation	$      (37,932)	$     (54,166)	$    (128,215)	$   (156,340)
General administrative expenses	$    (174,816)	$     (291,525)	$    (930,433)	$  (1,177,909)
Gain on sale of property, plant and equipment	$       0	$  0	$         5,479	$   0
Unrealized gain on fair value of derivative financial liability	$        1,000	$  70,000	$       81,000	$ 173,000
Foreign exchange gain / (loss)	$       1,320	$    (69,580)	$     (77,051)	$  (137,122)
Net Loss for the period	$  ( 257,214)	$     (409,880)	$  (1,276,388)	$  (1,532,736)
Working Capital Deficit	$ (2,621,298)	$ (2,543,114)	$ (2,621,298)	$(2,543,114)
Cash loss from operating activities before changes in non-cash working capital	$  (159,472)	$    (726,635)	$   (497,295)	$ (1,686,393)
Cash at September 30, 2016	$  728,962	$ 2,065,442	$   728,962	$ 2,065,442

The Net Loss for the three months ended September 30, 2016 amounted to CDN$ 257,214 (2015:CDN$ 409,880)  and the cash loss from operating activities before changes in non-cash working capital for the third quarter of 2016 amounted to CDN$ 159,472 (2015 Q3: CDN$ 726,635). The Net Loss for the nine months ended September 30, 2016 amounted to CDN$ 1,276,388 (2015:CDN$ 1,532,736) and the cash loss from operating activities before changes in non-cash working capital for the first nine months of 2016 amounted to CDN$ 497,295 (2015: CDN$ 1,686,393).

Sales revenues for the third quarter and nine months ended September 30, 2016 consisted of jewellery sales and amounted to CDN$ (1,006) credit and CDN$ 28,715 respectively (2015: CDN$ 37,262 and CDN$ 52,159 respectively). Following the suspension of production during the fourth quarter of 2013 there have not been any shipments of concentrates from the mine.

Cost of sales, which includes production costs and inventory movement, for the third quarter and nine months ended September, 2016 amounted to CDN$ 45,780 and CDN$ 255,883 respectively (2015: CDN$ 101,871 and CDN$ 286,524).  Production costs were mainly in connection with ongoing care, maintenance and restoration costs at the Omagh mine site. 

The Company had cash balances of CDN$ 728,962 at September 30, 2016 compared to CDN$ 2,065,442 at September 30, 2015. The working capital deficit at September 30, 2016 amounted to CDN$ 2,621,298 compared to a working capital deficit of  CDN$ 2,543,114 at September 30, 2015.

During the second quarter the Company announced a private placement of shares and shares for debt exchange. Placing priority was given to existing shareholders, with 18,619,841 common shares issued, at a price of CDN$ 0.07875 per common share for a total of CDN$1,466,312. The majority of the placement was taken up by Mr. Ross Beaty, who acquired 12,825,397 common shares. As a consequence of the placing, Mr. Beaty has an interest in 28,825,397 Common Shares or 20.9% of the Company's issued common shares.

In addition to the private placement, Roland Phelps, President & CEO, Galantas Gold Corporation, entered into a shares for debt exchange on the same terms as the placement during the second quarter. Mr. Phelps exchanged CDN$ 935,852 debt accruing to him for 11,883,835 common shares. Shareholder consent was received for the debt exchange by means of a written resolution, with a majority of disinterested shareholder votes consenting. Following the debt exchange, Mr. Phelps holds 33,356,750 common shares, representing 24.2% of the enlarged number of common shares in issue.

Permitting

In June 2015 the Company reported that the Minister of Environment, Northern Ireland had granted planning consent for an underground gold mine at the Omagh site. The planning consent will permit the continuation and expansion of gold mining and is expected to create hundreds of jobs locally. The positive decision is the result of 3 years of examination of environmental and other factors regarding the application. Included were environmental studies by the Northern Ireland Environment Agency and independent specialists. The consent includes operating and environmental conditions, which the Company has reviewed. A number of conditions precedent to development are required to be satisfied and the Company is carrying those out.

During the first quarter of 2016 Galantas confirmed that a third party had obtained leave from Belfast High Court to bring a judicial review challenging the actions of the Department of Environment Northern Ireland  in granting planning permission for underground mining beneath the existing open pit. The judicial review hearing commenced in late September 2016, and the Company was notified of a likely extension for the time required for the hearing beyond the current September 27^th-29^th listing dates. Galantas were subsequently advised that the continuation of the review hearing had been listed for the 6^th- 8^th of December 2016. Most of the Applicant's evidence was heard on the September 27^th-29^th listing dates. It is anticipated that the planning authorities, who, as respondent are defending the judicial review, will have their defence heard at next listing. Pre-hearing materials have been filed with the court and the Company stands ready to defend its planning permission, alongside the planning authorities.

The Company has since been informed that the dates previously allocated in December 2016 are now no longer available and the Company awaits further information. Meanwhile, the Company, which holds a valid planning consent, is continuing preparation activities on the site.

Production

Production at the Omagh mine remains suspended. However the granting of planning consent during the second quarter of 2015 for an underground operation at the Omagh site, now subject to a judicial review hearing which commenced in September 2016 and was adjourned to December, will permit the continuation and expansion of gold mining. The underground mine will utilize the same processing methods. The strategy is to establish the underground mine as soon as finance is available and look for further expansion of gold resources on the property, which has many undrilled targets.

Exploration

The drilling program, which commenced in September 2015 to target the Joshua vein at depth. In total, 3,602 metres were drilled by March 2016. In early 2016 Galantas reported the assay results for three holes completed in 2015 (see press release dated January 26, 2016). Most notable was hole OML-DD-15-155 which intersected a wide zone (13 m true width) of the Joshua vein at a vertical depth of 117 m grading 9.9 g/t Au.  This drilling program also identified a new vein, Kestrel, running 70 m west of Joshua. An initial shallow (42.4 m) intersect returned 35.8 g/t Au over 0.7 m true width. A further drill hole targeted the Kestrel vein ~80 metres north and hit mineralisation at a vertical depth of 73 m (3.2 g/t Au over 1.2 m true width).

Vertical longitudinal sections were constructed in Micromine for the Joshua and Kearney veins. Each intersect was categorised according to its width and grade. This enabled an evaluation of the spatial variability of mineralisation across the site and has identified key areas that should be investigated during the next drill programme. A series of new targets has been drawn up in preparation for future drilling.

A re-mapping exercise was completed during the second quarter, focussing on a 2 km stretch of the Creeven Burn running directly south of the main veins. This section of the burn incorporates several known vein outcrops, the most recent exploration phase uncovered two new mineralised outcrops which were identified close to the 'Discovery' veins.  Good evidence for both ductile and brittle deformation was recorded, particularly around Sharkey.  Field observations and existing geophysical evidence confirm a dextral offset and support the theory that Sharkey and McCrossan veins are sheared extensions of the main Joshua vein. Structural measurements fed into the construction of a conceptual model, later tested through comparison with lithological and textural changes in logged drill core. The geological model is one of an imbricated thrust stack, the upward extension of which may have formed weak zones which were later re-activated by the Creevan Burn Shear.  Results for final samples collected during the Creevan mapping project were received during Q3 (August 9^th 2016).  Of particular note are grab samples on strike extensions to two of the 'Discovery' vein outcrops which register 38.3 g/t and 25.9 g/t gold; 90.9 g/t and 13.5 g/t silver, respectively.

Following approval of exploration plans by Department for the Economy (Northern Ireland), two soil grids were completed in a central area of licence OM4 during September. A total of 102 soil samples were collected.  This extends the original (2013) grid 1.2 km to the west and 400 m to the east, incorporating two major NE-SW trending faults within Southern Highland and Argyll group lithologies.  Outcrop within this central region is poor, with exposures generally limited to small quartzite crags on hill sides. However, an outcropping quartz vein with visible sulphides was identified within a small portion of the western grid and samples were collected for analysis. The vein is trending NE-SW coinciding with regional scale faulting.  Further fieldwork included stream sediment and heavy mineral concentrate sampling within both central and south-east areas of OM4. Geochemical results for this program of work are not yet available.

Part of licence area PL3039 in the Republic of Ireland was revisited during Q2. The results of earlier fieldwork had shown bedrock gold anomalies of 2.1 and 1.8 g/t, associated with significant silver.  A recently excavated road cutting now reveals narrow mineralised quartz veins along 5 m strike. Samples of these were taken for analysis and the results were received in September. All nine outcrop samples contain detectable gold ranging from 0.1 g/t to 1.8 g/t; and silver: 0.1 g/t to 8.7 g/t.

Provisional plans for a high resolution magnetic and IP survey over the Pigeon Top target have been drawn up. The 1km² target zone is centred on significant pionjar (deep soil) anomalies which correspond with structural breaks shown in regional geophysical data.

The detailed results and Management Discussion and Analysis (MD&A) are available on www.sedar.com and www.galantas.com and the highlights in this release should be read in conjunction with the detailed results and MD&A. The MD&A provides an analysis of comparisons with previous periods, trends affecting the business and risk factors.

http://www.rns-pdf.londonstockexchange.com/rns/8739P_1-2016-11-22.pdf

Qualified Person

The financial components of this disclosure has been reviewed by Leo O' Shaughnessy (Chief Financial Officer) and the production, exploration and permitting components by Roland Phelps (President & CEO), qualified persons under the meaning of NI. 43-101. The information is based upon local production and financial data prepared under their supervision.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS: This press release contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws, including revenues and cost estimates, for the Omagh Gold project. Forward-looking statements are based on estimates and assumptions made by Galantas in light of its experience and perception of historical trends, current conditions and expected future developments, as well as other factors that Galantas believes are appropriate in the circumstances. Many factors could cause Galantas' actual results,  the performance or achievements to differ materially from those expressed or implied by the forward looking statements or strategy, including: gold price volatility; discrepancies between actual and estimated production,  actual and estimated  metallurgical recoveries and throughputs; mining operational risk, geological uncertainties; regulatory restrictions, including environmental regulatory restrictions and liability; risks of sovereign involvement; speculative nature of gold exploration; dilution; competition; loss of or availability of key employees; additional funding requirements; uncertainties regarding planning and other permitting issues; and defective title to mineral claims or property. These factors and others that could affect Galantas's forward-looking statements are discussed in greater detail in the section entitled "Risk Factors" in Galantas' Management Discussion & Analysis of the financial statements of Galantas and elsewhere in documents filed from time to time with the Canadian provincial securities regulators and other regulatory authorities. These factors should be considered carefully, and persons reviewing this press release should not place undue reliance on forward-looking statements. Galantas has no intention and undertakes no obligation to update or revise any forward-looking statements in this press release, except as required by law.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Enquiries

Galantas Gold Corporation
Jack Gunter P.Eng - Chairman
Roland Phelps C.Eng - President & CEO
Email: [e-mail]
Website: www.galantas.com
Telephone: [phone]

Grant Thornton UK LLP (Nomad)       

Philip Secrett, Richard Tonthat                                                   

Telephone: [phone]                       

Whitman Howard  Ltd (Broker & Corporate Adviser) 

Ranald McGregor-Smith, Nick Lovering

Telephone: [phone] 

NOTICE TO READER

The accompanying unaudited condensed interim consolidated financial statements of Galantas Gold Corporation (the "Company") have been prepared by and are the responsibility of management. The unaudited condensed interim consolidated financial statements have not been reviewed by the Company's auditors.

Galantas Gold Corporation

Condensed Interim Consolidated Statements of Financial Position

(Expressed in Canadian Dollars)

(Unaudited)

		As at			As at
		September 30,			December 31,
		2016			2015
ASSETS
Current assets
Cash	$	728,962		$	1,518,332
Accounts receivable and prepaid expenses (note 4)		167,828			249,659
Inventories (note 5)		24,579			43,875
Total current assets		921,369			1,811,866
Non-current assets
Property, plant and equipment (note 6)		7,811,078			8,686,902
Long-term deposit (note 8)		512,070			612,210
Exploration and evaluation assets (note 7)		2,048,114			2,371,328
Total non-current assets		10,371,262			11,670,440
Total assets	$	11,292,631		$	13,482,306
EQUITY AND LIABILITIES
Current liabilities
Accounts payable and other liabilities (note 9)	$	693,126		$	1,388,762
Current portion of financing facility (note 10)		4,827			6,947
Due to related parties (note 14)		2,844,714			4,022,216
Total current liabilities		3,542,667			5,417,925
Non-current liabilities
Non-current portion of financing facility (note 10)		27,416			31,122
Decommissioning liability (note 8)		541,717			637,988
Derivative financial liability (note 11(c))		51,000			132,000
Total non-current liabilities		620,133			801,110
Total liabilities		4,162,800			6,219,035
Capital and reserves
Share capital (note 11(a)(b))		36,331,577			33,960,190
Reserves		7,250,507			8,478,946
Deficit		(36,452,253	)		(35,175,865	)
Total equity		7,129,831			7,263,271
Total equity and liabilities	$	11,292,631		$	13,482,306

The notes to the unaudited condensed interim consolidated financial statements are an integral part of these statements.

Going concern (note 1)
Contingency (note 16)

Galantas Gold Corporation

Condensed Interim Consolidated Statements of Loss

(Expressed in Canadian Dollars)

(Unaudited)

		Three Months Ended						Nine Months Ended
		September 30,						September 30,
		2016			2015			2016			2015
Revenues
Gold sales	$	(1,006	)	$	37,262		$	28,715		$	52,159
Cost and expenses of operations
Cost of sales (note 13)		45,780			101,871			255,883			286,524
Depreciation (note 6)		37,932			54,166			128,215			156,340
		83,712			156,037			384,098			442,864
Loss before general administrative and other (incomes) expenses		(84,718	)		(118,775	)		(355,383	)		(390,705	)
General administrative expenses
Management and administration wages (note 14)		153,178			150,716			496,671			411,883
Other operating expenses		20,067			23,348			64,214			68,835
Accounting and corporate		14,627			14,718			45,860			45,802
Legal and audit		(82,304	)		27,754			65,162			68,662
Stock-based compensation (note 11(d)(i)(ii))		-			-			-			338,000
Shareholder communication and investor relations		40,482			41,305			158,560			139,449
Transfer agent		1,599			1,674			10,831			12,307
Director fees (note 14)		6,500			6,750			19,750			22,250
General office		1,947			2,177			5,829			6,142
Accretion expenses (note 8)		2,704			3,202			8,722			9,144
Loan interest and bank charges (note 14)		16,016			19,881			54,834			55,435
		174,816			291,525			930,433			1,177,909
Other (incomes) expenses
Gain on disposal of property, plant and equipment		-			-			(5,479	)		-
Unrealized gain on fair value of derivative financial                liability (note 11(c))		(1,000	)		(70,000	)		(81,000	)		(173,000	)
Foreign exchange (gain) loss		(1,320	)		69,580			77,051			137,122
		(2,320	)		(420	)		(9,428	)		(35,878	)
Net loss for the period	$	(257,214	)	$	(409,880	)	$	(1,276,388	)	$	(1,532,736	)
Basic and diluted net loss per share (note 12)	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.02	)
Weighted average number of common shares outstanding - basic and diluted		137,800,830			102,366,406			119,868,175			90,441,344

The notes to the unaudited condensed interim consolidated financial statements are an integral part of these statements.

Galantas Gold Corporation

Condensed Interim Consolidated Statements of Other Comprehensive Loss

(Expressed in Canadian Dollars)

(Unaudited)

		Three Months Ended						Nine Months Ended
		September 30,						September 30,
		2016			2015			2016			2015
Net loss for the period	$	(257,214	)	$	(409,880	)	$	(1,276,388	)	$	(1,532,736	)
Other comprehensive loss
Items that will be reclassified subsequently to profit or loss
Foreign currency translation differences		(55,715	)		204,738			(1,228,439	)		713,952
Total comprehensive loss	$	(312,929	)	$	(205,142	)	$	(2,504,827	)	$	(818,784	)

The notes to the unaudited condensed interim consolidated financial statements are an integral part of these statements.

Galantas Gold Corporation

Condensed Interim Consolidated Statements of Cash Flows

(Expressed in Canadian Dollars)

(Unaudited)

		Nine Months Ended
		September 30,
		2016			2015
Operating activities
Net loss for the period	$	(1,276,388	)	$	(1,532,736	)
Adjustment for:
Depreciation		128,215			156,340
Stock-based compensation (note 11(d)(i)(ii))		-			338,000
Interest expense		50,125			-
Foreign exchange		678,510			(576,915	)
Gain on disposal of property, plant and equipment		(5,479	)		-
Accretion expenses (note 8)		8,722			9,144
Unrealized gain on fair value of derivative financial liability (note 11(c))		(81,000	)		(173,000	)
Non-cash working capital items:
Accounts receivable and prepaid expenses		81,831			(22,011	)
Inventories		19,296			67,612
Accounts payable and other liabilities		(695,636	)		29,540
Due to related parties		(291,775	)		728,186
Net cash used in operating activities		(1,383,579	)		(975,840	)
Investing activities
Purchase of property, plant and equipment		(692,716	)		(183,335	)
Proceeds from sale of property, plant and equipment		34,285			-
Exploration and evaluation assets		(53,638	)		(28,532	)
Net cash used in investing activities		(712,069	)		(211,867	)
Financing activities
Proceeds of private placements		1,466,312			3,007,062
Share issue costs		(30,777	)		(74,447	)
Advances from related parties		-			46,494
Proceeds from financing facility		-			40,286
Repayment of financing facility		(9,471	)		(869	)
Net cash provided by financing activities		1,426,064			3,018,526
Net change in cash		(669,584	)		1,830,819
Effect of exchange rate changes on cash held in foreign currencies		(119,786	)		214,364
Cash, beginning of period		1,518,332			20,259
Cash, end of period	$	728,962		$	2,065,442
Supplemental information
Shares issued to settle due to related parties (note 11(b)(iv))	$	935,852		$	-

The notes to the unaudited condensed interim consolidated financial statements are an integral part of these statements.

Galantas Gold Corporation

Condensed Interim Consolidated Statements of Changes in Equity

(Expressed in Canadian Dollars)

(Unaudited)

					Reserves
					Equity settled						Foreign
					share-based						currency
		Share			payments			Warrant			translation
		capital			reserve			reserve			reserve			Deficit			Total
Balance, December 31, 2014	$	31,825,575		$	5,471,109		$	-		$	1,133,221		$	(33,382,788	)	$	5,047,117
Shares issued in private placements (note 11(b)(i)(ii))		3,007,062			-			-			-			-			3,007,062
Warrants issued (note 11(b)(i)(ii))		(798,000	)		-			766,000			-			-			(32,000	)
Share issue costs		(74,447	)		-			-			-			-			(74,447	)
Stock-based compensation (note 11(d)(i)(ii))		-			338,000			-			-			-			338,000
Net loss and other comprehensive income for the period		-			-			-			713,952			(1,532,736	)		(818,784	)
Balance, September 30, 2015	$	33,960,190		$	5,809,109		$	766,000		$	1,847,173		$	(34,915,524	)	$	7,466,948
Balance, December 31, 2015	$	33,960,190		$	5,809,109		$	766,000		$	1,903,837		$	(35,175,865	)	$	7,263,271
Shares issued in private placement (note 11(b)(iii))		1,466,312			-			-			-			-			1,466,312
Share issue costs		(30,777	)		-			-			-			-			(30,777	)
Common shares issued for debt (note 11(b)(iv))		935,852			-			-			-			-			935,852
Expiry of warrants		-			766,000			(766,000	)		-			-			-
Net loss and other comprehensive loss for the period		-			-			-			(1,228,439	)		(1,276,388	)		(2,504,827	)
Balance, September 30, 2016	$	36,331,577		$	6,575,109		$	-		$	675,398		$	(36,452,253	)	$	7,129,831

The notes to the unaudited condensed interim consolidated financial statements are an integral part of these statements.

Galantas Gold Corporation

Notes to Condensed Interim Consolidated Financial Statements

Three and Nine Months Ended September 30, 2016

(Expressed in Canadian Dollars)

(Unaudited)

1.        Going Concern

These unaudited condensed interim consolidated financial statements have been prepared on a going concern basis which contemplates that Galantas Gold Corporation (the "Company") will be able to realize assets and discharge liabilities in the normal course of business. In assessing whether the going concern assumption is appropriate, management takes into account all available information about the future, which is at least, but is not limited to, twelve months from the end of the reporting period. Management is aware, in making its assessment, of material uncertainties related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. The Company's future viability depends on the consolidated results of the Company's wholly-owned subsidiary Cavanacaw Corporation ("Cavanacaw"). Cavanacaw has a 100% shareholding in both Omagh Minerals Limited ("Omagh") and Flintridge Resources Limited ("Flintridge") who are engaged in the acquisition, exploration and development of gold properties, mainly in Omagh, Northern Ireland. The Omagh mine has an open pit mine, which was in production and is reported as property, plant and equipment and an underground mine which is in the development stage and reported as exploration and evaluation assets. The production at the open pit mine was suspended in 2013.

The going concern assumption is dependent upon the ability of the Company to obtain the following:

	a.	Securing sufficient financing to fund ongoing operational activity and the development of the underground mine.
	b.	Obtaining consent for an underground mine which is currently subject to a judicial review process scheduled for December 2016.

Should the Company be unsuccessful in securing the above, there would be significant uncertainty over the Company's ability to continue as a going concern. The Company is currently in discussions with a number of potential financiers.

As at September 30, 2016, the Company had a deficit of $36,452,253 (December 31, 2015 - $35,175,865). Management is confident that it will be able to secure the required financing to enable the Company to continue as a going concern. However, this is subject to a number of factors including market conditions.

These unaudited condensed interim consolidated financial statements do not reflect adjustments to the carrying values of assets and liabilities, the reported expenses and financial position classifications used that would be necessary if the going concern assumption was not appropriate. These adjustments could be material.

2.        Incorporation and Nature of Operations

The Company was formed on September 20, 1996 under the name Montemor Resources Inc. on the amalgamation of 1169479 Ontario Inc. and Consolidated Deer Creek Resources Limited. The name was changed to European Gold Resources Inc. by articles of amendment dated July 25, 1997. On May 5, 2004, the Company changed its name from European Gold Resources Inc. to Galantas Gold Corporation. The Company was incorporated to explore for and develop mineral resource properties, principally in Europe. In 1997, it purchased all of the shares of Omagh which owns a mineral property in Northern Ireland, including a delineated gold deposit. Omagh obtained full planning and environmental consents necessary to bring its property into production.

The Company entered into an agreement on April 17, 2000, approved by shareholders on June 26, 2000, whereby Cavanacaw, a private Ontario corporation, acquired Omagh. Cavanacaw has established an open pit mine to extract the Company's gold deposit near Omagh. Cavanacaw also has developed a premium jewellery business founded on the gold produced under the name Galántas Irish Gold Limited ("Galántas"). As at July 1, 2007, the Company's Omagh mine began production and in 2013 production was suspended. On April 1, 2014, Galántas amalgamated its jewelry business with Omagh.

On April 8, 2014, Cavanacaw acquired Flintridge. Following a strategic review of its business by the Company during 2014 certain assets owned by Omagh were acquired by Flintridge.

The Company's operations include the consolidated results of Cavanacaw, and its wholly-owned subsidiaries Omagh, Galántas and Flintridge.

The Company's common shares are listed on the TSX Venture Exchange ("TSXV") and London Stock Exchange AIM under the symbol GAL. The primary office is located at 82 Richmond Street East, Toronto, Ontario, Canada, M5C 1P1.

3.        Significant Accounting Policies

Statement of compliance 

The Company applies International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and interpretations issued by the International Financial Reporting Interpretations Committee. These unaudited condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting. Accordingly, they do not include all of the information required for full annual financial statements.

The policies applied in these unaudited condensed interim consolidated financial statements are based on IFRSs issued and outstanding as of November 21, 2016 the date the Board of Directors approved the statements. The same accounting policies and methods of computation are followed in these unaudited condensed interim consolidated financial statements as compared with the most recent annual consolidated financial statements as at and for the year ended December 31, 2015, except for changes noted below. Any subsequent changes to IFRS that are given effect in the Company's annual consolidated financial statements for the year ending December 31, 2016 could result in restatement of these unaudited condensed interim consolidated financial statements.

Change in accounting policies

(i) IAS 1 - Presentation of Financial Statements was amended in December 2014 in order to clarify, among other things, that information should not be obscured by aggregating or by providing immaterial information, that materiality consideration apply to all parts of the financial statements and that even when a standard requires a specific disclosure, materiality considerations do apply. At January 1, 2016, the Company adopted this pronouncement and there was no material impact on the Company's unaudited condensed interim consolidated financial statements.

Recent accounting pronouncements 

(i) IFRS 9 - Financial Instruments ("IFRS 9") was issued by the IASB in October 2010 and will replace IAS 39 - Financial Instruments: Recognition and Measurement ("IAS 39"). IFRS 9 uses an incurred loss approach to determine whether a financial asset is measured at amortized cost or fair value, replacing the expected loss approach in IAS 39. The approach in IFRS 9 is based on how an entity manages its financial instruments in the context of its business model and the contractual cash flow characteristics of the financial assets. In July 2014, the IASB issued the final version of IFRS 9. The final amendments made in the new version include guidance for the classification and measurement of financial assets and a third measurement category for financial assets, fair value through other comprehensive income. The standard also contains a new expected loss impairment model for debt instruments measured at amortized cost or fair value through other comprehensive income, lease receivables, contract assets and certain written loan commitments and financial guarantee contracts. Most of the requirements in IAS 39 for classification and measurement of financial liabilities were carried forward unchanged to IFRS 9. IFRS 9 will be effective for accounting periods beginning January 1, 2018. The Company is currently assessing the impact of this pronouncement.

(ii) In May 2014, the IASB issued IFRS 15 - Revenue from Contracts with Customers ("IFRS 15") to replace IAS 18 - Revenue and IAS 11 - Construction Contracts and the related interpretations on revenue recognition. The new revenue standard introduces a single, principles based, five-step model for the recognition of revenue when control of a good or service is transferred to the customer. The five steps are identify the contract(s) with the customer, identify the performance obligations in the contract, determine transaction price, allocate the transaction price and recognize revenue when the performance obligation is satisfied. IFRS 15 also requires enhanced disclosures about revenue to help investors better understand the nature, amount, timing and uncertainty of revenue and cash flows from contracts with customers and improves the comparability of revenue from contracts with customers. IFRS 15 will be effective for annual periods beginning on or after January 1, 2018, with early adoption permitted.

(iii) IFRS 16 - Leases ("IFRS 16") was issued on January 13, 2016 to require lessees to recognize assets and liabilities for most leases. For lessors, there is little change to the existing accounting in IAS 17 - Leases.

The IASB issued its standard as part of a joint project with the Financial Accounting Standards Board ("FASB"). The FASB has not yet issued its new standard, but it is also expected to require lessees to recognize most leases on their statement of financial position.

The new standard will be effective for annual periods beginning on or after January 1, 2019. Early application is permitted, provided the new revenue standard, IFRS 15, has been applied, or is applied at the same date as IFRS 16.

4.        Accounts Receivable and Prepaid Expenses

		As at			As at
		September 30,			December 31,
		2016			2015
Sales tax receivable - Canada	$	2,490		$	3,083
Valued added tax receivable - Northern Ireland		130,631			141,976
Accounts receivable		4,689			62,725
Prepaid expenses		30,018			41,875
	$	167,828		$	249,659

Prepaid expenses includes advances for consumables and for construction of the passing bays in the Omagh mine.

The following is an aged analysis of receivables:

		As at			As at
		September 30,			December 31,
		2016			2015
Less than 3 months	$	133,121		$	165,666
3 to 12 months		2,233			1,837
More than 12 months		2,456			40,281
Total accounts receivable	$	137,810		$	207,784

5.        Inventories

		As at			As at
		September 30,			December 31,
		2016			2015
Concentrate inventories	$	11,095		$	13,265
Finished goods		13,484			30,610
	$	24,579		$	43,875

Refer to note 13 for inventory movement.

6.        Property, Plant and Equipment

		Freehold			Plant									Mine
		land and			and			Motor			Office			development
Cost		buildings			machinery			vehicles			equipment			costs			Total
Balance, December 31, 2014	$	2,440,515		$	5,159,328		$	81,732		$	111,292		$	14,943,018		$	22,735,885
Additions		-			10,278			40,198			-			855,937			906,413
Foreign exchange adjustment		315,480			663,775			14,714			14,387			1,931,651			2,940,007
Balance, December 31, 2015		2,755,995			5,833,381			136,644			125,679			17,730,606			26,582,305
Additions		35,956			7,157			33,761			-			615,842			692,716
Disposals		-			-			(35,114	)		-			-			(35,114	)
Foreign exchange adjustment		(450,801	)		(949,597	)		(22,352	)		(20,558	)		(2,900,219	)		(4,343,527	)
Balance, September 30, 2016	$	2,341,150		$	4,890,941		$	112,939		$	105,121		$	15,446,229		$	22,896,380

		Freehold			Plant									Mine
		land and			and			Motor			Office			development
Accumulated depreciation		buildings			machinery			vehicles			equipment			costs			Total
Balance, December 31, 2014	$	1,969,052		$	4,300,385		$	75,803		$	85,203		$	9,217,987		$	15,648,430
Depreciation		24,105			173,340			6,466			4,000			-			207,911
Foreign exchange adjustment		266,155			560,042			10,085			11,191			1,191,589			2,039,062
Balance, December 31, 2015		2,259,312			5,033,767			92,354			100,394			10,409,576			17,895,403
Depreciation		14,223			103,689			7,832			2,471			-			128,215
Disposals		-			-			(6,309	)		-			-			(6,309	)
Foreign exchange adjustment		(370,595	)		(826,425	)		(15,678	)		(16,602	)		(1,702,707	)		(2,932,007	)
Balance, September 30, 2016	$	1,902,940		$	4,311,031		$	78,199		$	86,263		$	8,706,869		$	15,085,302

		Freehold			Plant									Mine
		land and			and			Motor			Office			development
Carrying value		buildings			machinery			vehicles			equipment			costs			Total
Balance, December 31, 2015	$	496,683		$	799,614		$	44,290		$	25,285		$	7,321,030		$	8,686,902
Balance, September 30, 2016	$	438,210		$	579,910		$	34,740		$	18,858		$	6,739,360		$	7,811,078

7.        Exploration and Evaluation Assets

Exploration and evaluation assets are expenditures for the underground mining operations in Omagh. The proposed underground mine is dependent on the ability of the Company to obtain the necessary planning permission. On June 11, 2015, the Company announced that it had obtain planning consent for an underground gold mine at the Omagh site. However, the planning permission is subject to a judicial review which is scheduled for December 2016. The consent includes operating and environmental conditions.

		Exploration
		and
		evaluation
Cost		assets
Balance, December 31, 2014	$	2,070,772
Additions		40,636
Foreign exchange adjustment		259,920
Balance, December 31, 2015		2,371,328
Additions		53,638
Foreign exchange adjustment		(376,852	)
Balance, September 30, 2016	$	2,048,114

		Exploration
		and
		evaluation
Carrying value		assets
Balance, December 31, 2015	$	2,371,328
Balance, September 30, 2016	$	2,048,114

8.        Decommissioning Liability

The Company's decommissioning liability is a result of mining activities at the Omagh mine in Northern Ireland. The Company estimated its decommissioning liability at September 30, 2016 based on a risk-free discount rate of 1% (December 31, 2015 - 1%) and an inflation rate of 1.50% (December 31, 2015 - 1.50%) . The expected undiscounted future obligations allowing for inflation are GBP 330,000 and based on management's best estimate the decommissioning is expected to occur over the next 5 to 10 years. On September 30, 2016, the estimated fair value of the liability is $541,717 (December 31, 2015 - $637,988). Changes in the provision during the nine months ended September 30, 2016 are as follows:

		As at			As at
		September 30,			December 31,
		2016			2015
Decommissioning liability, beginning of period	$	637,988		$	553,544
Accretion		8,722			12,341
Foreign exchange		(104,993	)		72,103
Decommissioning liability, end of period	$	541,717		$	637,988

As required by the Crown in Northern Ireland, the Company is required to provide a bond for reclamation related to the Omagh mine in the amount of GBP 300,000 (December 31, 2015 - GBP 300,000), of which GBP 300,000 was funded as of September 30, 2016 (GBP 300,000 was funded as of December 31, 2015) and reported as long-term deposit of $512,070 (December 31, 2015 - $612,210).

9.        Accounts Payable and Other Liabilities

Accounts payable and other liabilities of the Company are principally comprised of amounts outstanding for purchases relating to exploration costs on exploration and evaluation assets, general operating activities, amounts payable for financing activities and professional fees activities.

		As at			As at
		September 30,			December 31,
		2016			2015
Accounts payable	$	205,260		$	756,682
Accrued liabilities		487,866			632,080
Total accounts payable and other liabilities	$	693,126		$	1,388,762

The following is an aged analysis of the accounts payable and other liabilities:

		As at			As at
		September 30,			December 31,
		2016			2015
Less than 3 months	$	200,442		$	680,077
3 to 12 months		68,691			220,071
12 to 24 months		69,575			67,029
More than 24 months		354,418			421,585
Total accounts payable and other liabilities	$	693,126		$	1,388,762

10.      Financing Facility

Amounts payable on the long-term debt are as follow:

					As at			As at
					September 30,			December 31,
		Interest			2016			2015
Financing facility, beginning of period				$	38,069		$	-
Financing facility received (GBP 19,900)		6.79%			-			40,610
Less current portion					(4,827	)		(6,947	)
Repayment of financing facility					(5,203	)		(2,541	)
Foreign exchange adjustment					(623	)		-
Financing facility - long term portion				$	27,416		$	31,122

In June 2015, the Company obtained financing in the amount of GBP 19,900 for the purchase of a vehicle. The financing is for three years at interest of 6.79% per annum with monthly principal and interest payments of GBP 377 together with a final payment in June 2018 of GBP 9,383. The financing was secured on the vehicle.

11.      Share Capital and Reserves

a)        Authorized share capital

At September 30, 2016, the authorized share capital consisted of an unlimited number of common and preference shares issuable in Series.

The common shares do not have a par value. All issued shares are fully paid.

No preference shares have been issued. The preference shares do not have a par value.

b)        Common shares issued

At September 30, 2016, the issued share capital amounted to $36,331,577. The change in issued share capital for the periods presented is as follows:

		Number of
		common
		shares			Amount
Balance, December 31, 2014		76,697,155		$	31,825,575
Shares issued in private placements (i)(ii)		30,599,999			3,007,062
Warrants issued (i)(ii)		-			(798,000	)
Share issue costs		-			(74,447	)
Balance, September 30, 2015		107,297,154		$	33,960,190
Balance, December 31, 2015		107,297,154		$	33,960,190
Shares issued in private placement (iii)		18,619,841			1,466,312
Share issue costs		-			(30,777	)
Common shares issued for debt (iv)		11,883,835			935,852
Balance, September 30, 2016		137,800,830		$	36,331,577

(i) On February 16, 2015, the Company closed a private placement of 10,599,999 common shares at GBP 0.03 ($0.05727) per common share for gross proceeds of GBP 316,667 ($607,062). Commissions of $36,424 were paid in connection with the placement and was included in the share issue costs. The agent also received 636,000 broker warrants. Each broker warrant can be exercised for one common share at an exercise price of GBP 0.045 for a period of 3 years.

The fair value of the 636,000 broker warrants was estimated at $32,000 using the Black-Scholes option pricing model with the following assumptions: expected dividend yield - 0%, expected volatility - 168.98%, risk-free interest rate - 0.43% and an expected average life of 3 years. As a result of the exercise price of the broker warrants being denominated in a currency other than the functional currency, the broker warrants are considered a derivative financial liability.

 (ii) On July 24, 2015, the Company closed a private placement of 20,000,000 units at $0.12 per unit for gross proceeds of $2,400,000. Each unit consists of one common share and one share purchase warrant. Each warrant is exercisable into one common share of the Company for a period of 12 months from closing at an exercise price of $0.16.

The majority of the placement was taken up by Mr. Ross Beaty, who acquired 16,000,000 units.

The fair value of the 20,000,000 warrants was estimated at $766,000 using the Black-Scholes option pricing model with the following assumptions: expected dividend yield - 0%, expected volatility - 148.97%, risk-free interest rate - 0.41% and an expected average life of 1 year.

(iii) On June 9, 2016, the Company closed a private placement of 18,619,841 common shares at $0.07875 per common share for gross proceeds of $1,466,312. A four month hold period applies to the shares which will expire on October 10, 2016.

The majority of the placement was taken up by Mr. Ross Beaty, who acquired 12,825,397 common shares.

(iv) On June 10, 2016, the Company issued 11,883,835 common shares as settlement of due to related parties of $935,852. Due to related parties consisted of an amount owing to Roland Phelps (President and Chief Executive Officer ("CEO").

c)        Warrant reserve

The following table shows the continuity of warrants for the periods presented:

					Weighted
					average
		Number of			exercise
		warrants			price
Balance, December 31, 2014		10,330,000		$	0.18
Issued (note 11(b)(i)(ii))		20,636,000			0.16
Balance, September 30, 2015		30,966,000		$	0.17
Balance, December 31, 2015		30,966,000		$	0.17
Expired		(30,330,000	)		0.16
Balance, September 30, 2016		636,000		$	0.08

The following table reflects the actual warrants issued and outstanding as of September 30, 2016:

				Fair value
		Grant date		September 30,
	Number	fair value	Exercise	2016
Expiry date	of warrants	($)	price	($)
February 16, 2018	636,000	32,000	0.045 (1)	51,000

⁽¹⁾ Exercise price is in GBP. As a result of the exercise price of the warrants being denominated in a currency other than the functional currency, the warrants are considered a derivative financial liability. The warrants are revalued at each period end with any gain or loss in the fair value being record in the unaudited condensed interim consolidated statements of loss as an unrealized gain or loss on fair value of derivative financial liability.

On September 30, 2016, the fair value of the warrants, denominated in a currency other than the functional currency, was estimated using the Black-Scholes option pricing model with the following assumptions: expected dividend yield of 0%; expected volatility of 113%; risk free interest rate of 0.51%; and an expected life of 1.38 years. As a result, the fair value of the warrants was calculated to be $51,000 and the Company recorded an unrealized gain on fair value of derivative financial liability for the three and nine months ended September 30, 2016 of $1,000 and $81,000, respectively (three and nine months ended September 30, 2015 - unrealized gain of $70,000 and $173,000, respectively).

d)        Stock options

The following table shows the continuity of stock options for the periods presented:

					Weighted
					average
		Number of			exercise
		options			price
Balance, December 31, 2014		940,000		$	0.50
Granted (i)(ii)		3,700,000			0.11
Balance, September 30, 2015		4,640,000		$	0.19
Balance, December 31, 2015		4,440,000		$	0.17
Expired		(740,000	)		0.50
Balance, September 30, 2016		3,700,000		$	0.11

 (i) On June 1, 2015, 3,550,000 stock options were granted to directors, officers, consultants and key employees of the Company to purchase common shares at a price of $0.105 per share until June 1, 2020. The options vested immediately. The fair value attributed to these options was $324,000 and was expensed in the unaudited condensed interim consolidated statements of loss and credited to equity settled share-based payments reserve. During the three and nine months ended September 30, 2016, included in stock-based compensation is $nil (three and nine months ended September 30, 2015 - $nil and $324,000, respectively) related to the vested portion of these options.

The fair value of the options was estimated using the Black-Scholes option pricing model with the following assumptions: dividend yield - 0%; volatility - 134%; risk-free interest rate - 0.90% and an expected life of 5 years.

(ii) On June 13, 2015, 150,000 stock options were granted to a consultant of the Company to purchase common shares at a price of $0.105 per share until June 12, 2020. The options vested immediately. The fair value attributed to these options was $14,000 and was expensed in the unaudited condensed interim consolidated statements of loss and credited to equity settled share-based payments reserve. During the three and nine months ended September 30, 2016, included in stock-based compensation is $nil (three and nine months ended September 30, 2015 - $nil and $14,000, respectively) related to the vested portion of these options.

The fair value of the options was estimated using the Black-Scholes option pricing model with the following assumptions: dividend yield - 0%; volatility - 133%; risk-free interest rate - 1.01% and an expected life of 5 years.

The following table reflects the actual stock options issued and outstanding as of September 30, 2016:

		Weighted average		Number of
		remaining	Number of	options	Number of
	Exercise	contractual	options	vested	options
Expiry date	price ($)	life (years)	outstanding	(exercisable)	unvested
June 1, 2020	0.105	3.67	3,550,000	3,550,000	-
June 12, 2020	0.105	3.70	150,000	150,000	-
	0.105	3.67	3,700,000	3,700,000	-

12.      Net Loss per Common Share

The calculation of basic and diluted loss per share for the three and nine months ended September 30, 2016 was based on the loss attributable to common shareholders of $257,214 and $1,276,388, respectively (three and nine months ended September 30, 2015 - $409,880 and $1,532,736, respectively) and the weighted average number of common shares outstanding of 137,800,830 and 119,868,175, respectively (three and nine months ended September 30, 2015 - 102,366,406 and 90,441,344, respectively) for basic and diluted loss per share. Diluted loss did not include the effect of 636,000 warrants (three and nine months ended September 30, 2015 - 30,966,000) and 3,700,000 options (three and nine months ended September 30, 2015 - 4,640,000) for the three and nine months ended September 30, 2016, as they are anti-dilutive.

13.      Cost of Sales

		Three Months Ended						Nine Months Ended
		September 30,						September 30,
		2016			2015			2016			2015
Production wages	$	1,026		$	18,543		$	98,456		$	70,751
Oil and fuel		6,864			8,756			40,214			25,643
Repairs and servicing		16,962			18,691			43,312			43,351
Equipment hire		4,557			3,590			4,557			8,764
Royalties		8,444			10,522			25,333			30,655
Other costs		8,384			11,593			30,938			30,144
Production costs		46,237			71,695			242,810			209,308
Inventory movement		(457	)		30,176			13,073			77,216
Cost of sales	$	45,780		$	101,871		$	255,883		$	286,524

14.      Related Party Disclosures

Related parties include the Board of Directors, close family members, other key management individuals and enterprises that are controlled by these individuals as well as certain persons performing similar functions.

Related party transactions conducted in the normal course of operations are measured at the fair value and approved by the Board of Directors in strict adherence to conflict of interest laws and regulations.

(a) The Company entered into the following transactions with related parties:

			Three Months Ended						Nine Months Ended
			September 30,						September 30,
	Note		2016			2015			2016			2015
Interest on related party loans	(i)	$	14,875		$	18,449		$	50,125		$	52,071

(i) G&F Phelps Limited ("G&F Phelps"), a company controlled by a director of the Company, had amalgamated loans to the Company of $2,250,298 (GBP 1,318,354) (December 31, 2015 - $2,690,365 - GBP 1,318,354) included with due to related parties bearing interest at 2% above UK base rates, repayable on demand and secured by a mortgage debenture on all the Company's assets. Interest accrued on related party loans is included with due to related parties. As at September 30, 2016, the amount of interest accrued is $314,170 (GBP 184,059) (December 31, 2015 - $320,053 - GBP 156,835).

(ii) See note 11(b)(ii)(iii)(iv).

(b) Remuneration of key management of the Company was as follows:

		Three Months Ended						Nine Months Ended
		September 30,						September 30,
		2016			2015			2016			2015
Salaries and benefits (1)	$	110,049		$	127,453		$	350,109		$	365,161
Stock-based compensation		-			-			-			109,521
	$	110,049		$	127,453		$	350,109		$	474,682

⁽¹⁾ Salaries and benefits include director fees. As at September 30, 2016, due to directors for fees amounted to $103,500 (December 31, 2015 - $83,750) and due to key management, mainly for salaries and benefits accrued amounted to $176,746 (GBP 103,548) (December 31, 2015 - $928,048 - GBP 454,769), and is included with due to related parties.

 (c) As of September 30, 2016, Ross Beaty owns 28,825,397 common shares of the Company or approximately 20.92% of the outstanding common shares. Roland Phelps, CEO and director, owns, directly and indirectly, 33,356,750 common shares of the Company or approximately 24.21% of the outstanding common shares of the Company. The remaining 54.87% of the shares are widely held, which includes various small holdings which are owned by directors of the Company. These holdings can change at anytime at the discretion of the owner.

The Company is not aware of any arrangements that may at a subsequent date result in a change in control of the Company.

15.      Segment Disclosure

The Company has determined that it has one reportable segment. The Company's operations are substantially all related to its investment in Cavanacaw and its subsidiaries, Omagh and Flintridge. Substantially all of the Company's revenues, costs and assets of the business that support these operations are derived or located in Northern Ireland. Segmented information on a geographic basis is as follows:

September 30, 2016		United Kingdom			Canada			Total
Current assets	$	435,165		$	486,204		$	921,369
Non-current assets		10,310,812			60,450			10,371,262
Revenues	$	28,715		$	-		$	28,715

December 31, 2015		United Kingdom			Canada			Total
Current assets	$	447,691		$	1,364,175		$	1,811,866
Non-current assets	$	11,609,887		$	60,553		$	11,670,440

16.      Contingency

During the year ended December 31, 2010, the Company's subsidiary Omagh received a payment demand from Her Majesty's Revenue and Customs in the amount of $519,393 (GBP 304,290) in connection with an aggregate levy arising from the removal of waste rock from the mine site during 2008 and early 2009. The Company believes this claim is without merit. An appeal has been lodged and the Company's subsidiary Omagh intends to vigorously defend itself against this claim. A hearing date for the appeal has not yet been determined. No provision has been made for the claim in the unaudited condensed interim consolidated financial statements.

 

END

 

 

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