3rd Quarter Results

RNS Number : 7608W

Galantas Gold Corporation

17 November 2017

 

GALANTAS GOLD CORPORATION

TSXV & AIM : Symbol GAL

GALANTAS REPORTS RESULTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER  30, 2017

November 17, 2017:  Galantas Gold Corporation (the 'Company') is pleased to announce its financial results for the three and nine months ended September 30, 2017.

Financial Highlights

Highlights of the 2017 third quarter's and first nine month's results, which are expressed in Canadian Dollars, are summarized below:

All figures denominated in Canadian Dollars (CDN$)	Third Quarter Ended September 30       2017                     2016		Nine Months Ended September 30       2017                           2016
Revenue	$      15,861	$        (1,006)	$       35,302	$     28,715
Cost of Sales	$    (38,915)	$      (45,780)	$    (213,936)	$  (255,883)
Loss before the undernoted	$    (23,054)	$      (46,786)	$    (178,634)	$  (227,168)
Depreciation	$      (52,415)	$      (37,932)	$    (143,357)	$   (128,215)
General administrative expenses	$    (367,257)	$    (174,816)	$    (1,366,608)	$ (930,433)
Gain on sale of property, plant and equipment	$               0	$                0	$                0	$       5,479
Unrealized gain on fair value of derivative financial liability	$        6,000	$          1,000	$        12,000	$      81,000
Foreign exchange gain / (loss)	$       (16,030)	$          1,320	$     27,833	$    (77,051)
Net Loss for the period	$  ( 452,756)	$     (257,214)	$  (1,648,866)	$ (1,276,388)
Working Capital Deficit	$ (3,266,538)	$ (2,621,298)	$ (3,266,538)	$(2,621,298)
Cash loss from operating activities before changes in non-cash working capital	$ (296,961)	$    (156,571)	$   (1,096,343)	$ (1,088,621)
Cash at September 30, 2017	$  735,325	$     728,962	$  735,325	$ 728,962

The Net Loss for the three months ended September 30, 2017 amounted to CDN$ 452,756 (2016 Q3:CDN$ 257,214)  and the cash loss from operating activities before changes in non-cash working capital for the third quarter of 2017 amounted to CDN$ 296,961 (2016 Q3: CDN$ 156,571). The Net Loss for the nine months ended September 30, 2017 amounted to CDN $ 1,648,866 (2016:CDN$ 1,276,388) and the cash loss from operating activities before changes in non-cash working capital for the first nine months of 2017 amounted to CDN$ 1,096,343 (2016: CDN$ 1,088,621).

Production and sales of concentrate await the mining of feed from underground.

Cost of sales, which includes production costs and inventory movement, for the third quarter and nine months ended September 30, 2017 amounted to CDN$ 38,915 and $ 213,936 respectively (2016: CDN$ 45,780 and $ 255,883).  Production costs were mainly in connection with ongoing care, maintenance and restoration costs at the Omagh mine site. Costs related to underground mine development were capitalized.

The Company had cash balances of $ 735,325 at September 30, 2017 compared to $ 728,962 at September 30, 2016. The working capital deficit at September 30, 2017 amounted to $ 3,266,538 compared to a working capital deficit of                $ 2,621,298 at September 30, 2016.

Subsequent to September 30, 2017, the Company announced a proposed private placement of shares (November 15, 2017). The proposed placement is for a maximum of 20,000,000 shares, at an issue price of CDN$ 0.07 (UK£ 0.041) per share for maximum gross proceeds of CDN$ 1,400,000 (UK£ 820,000). A four month hold period will apply to the shares and issuance will be subject to TSX Venture Exchange and regulatory approval. The net proceeds to be raised by the placing are intended to be used for working capital purposes and to continue development of an underground mine on the Omagh property. The placing is expected to be on a part brokered basis.

Permitting

During the third quarter Galantas reported a positive outcome to the judicial review into the planning consent for underground development at the Omagh mine with the third party's request for the quashing of the consent being denied. However, subsequent to September 30, 2017, Galantas reported that it had  received notice of an application, by a third party, to the Court of Appeal, in relation to the positive judicial review judgment, given by Madam Justice McBride, regarding the grant of planning permission at the Omagh gold mine in July 2015.

Production/Mine Development

The underground mine, which is now in active development, will utilize the same processing methods as the open pit mine and will be the first underground gold mine, of any scale, in Ireland. The strategy is to expand the continuing development of the underground mine as soon as additional finance is available and look for further expansion of gold resources on the property, which has many undrilled targets.

The phased development arrangement, in terms of mine access dimensions, is expected to allow for rapid expansion of production as additional capital becomes available. The mill has now been re-commissioned in anticipation of a restarting of concentrate shipments, subject to suitable financing. A budget of £ 2,000,000 (excluding lease finance) for the first phase of underground mining has been estimated. During the first quarter of 2017 and following the closure of a part-brokered private placement for aggregate gross proceeds of $ 2,446,299 (approximately UK£ 1,482,875) the Company announced that underground development had commenced on the Omagh gold property.

Underground development continued to progress during the third quarter with underground development now totaling over 119 metres (announced November 3, 2017). Galantas has a detailed plan to accelerate progress in line with the planning consent. The stringer vein intersected earlier in the third quarter (see press release dated April 24, 2017) has been accessed from the main decline tunnel. Mineralisation is approximately 0.5m wide and will be split-fired (a process where the vein is blasted separately to the surrounding country rock to minimise dilution). A narrow width loader has been acquired to operate short term on the splinter vein. After sampling, it is anticipated that a stockpile of suitable material will be made underground until there is sufficient to operate batch processing in the flotation plant whilst the tunnel development continues to progress towards accessing the principal target, which are the main Kearney veins.

The underground development is being carried out by an in-house crew which is fully trained in safety and operating procedures. An in-house, mines rescue team has also been trained and equipped. The present drilling and loading equipment, which was purchased for training and early tunnel development purposes, is performing above expectations but has lower productivity than is expected with current technology. New drilling equipment is being acquired on a rental basis with options to purchase, and is expected to improve advance rates by over 40%. Shotcreting equipment has being similarly acquired and is in operation. This is expected to cut costs and allow integration of shotcreting with the mining cycle. The rental purchase arrangements cover equipment to the value of approximately one million pounds sterling (£1,000,000). Included in the rental arrangements are various time-dependent options to purchase, for instance if the purchase option is exercised within one year with a rebate of 92% of rental amounts paid expected to be applied against the final purchase price. Additional personnel have been added to the workforce, which now totals 22 on the Omagh site. Safety and environmental matters remains a high priority for Galantas. The Company is pleased to continue to report zero lost time accidents since the start of underground operations and routine water monitoring continues to be compliant.

Roland Phelps, President and CEO of Galantas Gold Corporation, commented, "I continue to be very pleased with the progress being made on developing the underground mine. I note particularly that lost time accidents were zero and water monitoring results continue to be compliant."

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/7608W_-2017-11-16.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, Harrison Clarke:                                                   

Telephone: [phone]                        

Whitman Howard Ltd (Broker & Corporate Adviser) 

Nick Lovering, Grant Barker:

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,
		2017			2016
ASSETS
Current assets
Cash	$	735,325		$	557,005
Accounts receivable and prepaid expenses (note 4)		228,591			106,732
Inventories (note 5)		14,877			23,852
Total current assets		978,793			687,589
Non-current assets
Property, plant and equipment (note 6)		7,943,450			7,449,991
Long-term deposit (note 8)		501,480			496,920
Exploration and evaluation assets (note 7)		3,059,646			2,294,254
Total non-current assets		11,504,576			10,241,165
Total assets	$	12,483,369		$	10,928,754
EQUITY AND LIABILITIES
Current liabilities
Accounts payable and other liabilities (note 9)	$	1,028,108		$	893,570
Current portion of financing facility (note 10)		5,821			4,956
Due to related parties (note 14)		3,211,402			2,884,187
Total current liabilities		4,245,331			3,782,713
Non-current liabilities
Non-current portion of financing facility (note 10)		21,028			25,265
Decommissioning liability (note 8)		541,072			528,305
Derivative financial liability (note 11(c))		12,000			24,000
Total non-current liabilities		574,100			577,570
Total liabilities		4,819,431			4,360,283
Capital and reserves
Share capital (note 11(a)(b))		38,643,022			36,331,577
Reserves		7,458,945			7,026,057
Deficit		(38,438,029	)		(36,789,163	)
Total equity		7,663,938			6,568,471
Total equity and liabilities	$	12,483,369		$	10,928,754

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

Going concern (note 1)

Contingency (note 16)

Events after the reporting period (note 17)

Galantas Gold Corporation

Condensed Interim Consolidated Statements of Loss

(Expressed in Canadian Dollars)

(Unaudited)

		Three Months Ended						Nine Months Ended
		September 30,						September 30,
		2017			2016			2017			2016
Revenues
Gold sales	$	15,861		$	(1,006	)	$	35,202		$	28,715
Cost and expenses of operations
Cost of sales (note 13)		38,915			45,780			213,936			255,883
Depreciation (note 6)		52,415			37,932			143,357			128,215
		91,330			83,712			357,293			384,098
Loss before general administrative and other (incomes) expenses		(75,469	)		(84,718	)		(322,091	)		(355,383	)
General administrative expenses
Management and administration wages (note 14)		149,938			153,178			454,680			496,671
Other operating expenses		37,300			20,067			158,561			64,214
Accounting and corporate		14,490			14,627			44,580			45,860
Legal and audit		21,585			(82,304	)		102,322			65,162
Stock-based compensation (note 11(d)(i))		81,391			-			382,478			-
Shareholder communication and investor relations		34,433			40,482			134,605			158,560
Transfer agent		1,579			1,599			9,159			10,831
Director fees (note 14)		6,500			6,500			20,000			19,750
General office		1,944			1,947			5,854			5,829
Accretion expenses (note 8)		2,590			2,704			7,897			8,722
Loan interest and bank charges (note 14)		15,507			16,016			46,472			54,834
		367,257			174,816			1,366,608			930,433
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))		(6,000	)		(1,000	)		(12,000	)		(81,000	)
Foreign exchange loss (gain)		16,030			(1,320	)		(27,833	)		77,051
		10,030			(2,320	)		(39,833	)		(9,428	)
Net loss for the period	$	(452,756	)	$	(257,214	)	$	(1,648,866	)	$	(1,276,388	)
Basic and diluted net loss per share (note 12)	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.01	)
Weighted average number of common shares outstanding - basic and diluted		170,894,087			137,800,830			164,077,122			119,868,172

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) Income

(Expressed in Canadian Dollars)

(Unaudited)

		Three Months Ended						Nine Months Ended
		September 30,						September 30,
		2017			2016			2017			2016
Net loss for the period	$	(452,756	)	$	(257,214	)	$	(1,648,866	)	$	(1,276,388	)
Other comprehensive (loss) income
Items that will be reclassified subsequently to profit or loss
Foreign currency translation differences		(63,060	)		(55,715	)		50,410			(1,228,439	)
Total comprehensive loss	$	(515,816	)	$	(312,929	)	$	(1,598,456	)	$	(2,504,827	)

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,
		2017			2016
Operating activities
Net loss for the period	$	(1,648,866	)	$	(1,276,388	)
Adjustment for:
Depreciation (note 6)		143,357			128,215
Stock-based compensation (note 11(d)(i))		382,478			-
Interest expense		42,495			50,125
Foreign exchange (gain) loss		(11,704	)		87,184
Gain on disposal of property, plant and equipment		-			(5,479	)
Accretion expenses (note 8)		7,897			8,722
Unrealized gain on fair value of derivative financial liability (note 11(c))		(12,000	)		(81,000	)
Non-cash working capital items:
Accounts receivable and prepaid expenses		(119,905	)		51,742
Inventories		9,110			14,489
Accounts payable and other liabilities		125,822			(570,919	)
Due to related parties		261,373			209,730
Net cash used in operating activities		(819,943	)		(1,383,579	)
Investing activities
Purchase of property, plant and equipment		(568,847	)		(692,716	)
Proceeds from sale of property, plant and equipment		-			34,285
Exploration and evaluation assets		(744,890	)		(53,638	)
Net cash used in investing activities		(1,313,737	)		(712,069	)
Financing activities
Proceeds of private placement		2,446,299			1,466,312
Share issue costs		(134,854	)		(30,777	)
Repayment of financing facility		(3,372	)		(9,471	)
Net cash provided by financing activities		2,308,073			1,426,064
Net change in cash		174,393			(669,584	)
Effect of exchange rate changes on cash held in foreign currencies		3,927			(119,786	)
Cash, beginning of period		557,005			1,518,332
Cash, end of period	$	735,325		$	728,962
Supplemental information
Shares issued to settle due to related parties (note 11(b)(ii))	$	-		$	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, 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)(i))		1,466,312			-			-			-			-			1,466,312
Share issue costs		(30,777	)		-			-			-			-			(30,777	)
Common shares issued for debt (note 11(b)(ii))		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
Balance, December 31, 2016	$	36,331,577		$	6,575,109		$	-		$	450,948		$	(36,789,163	)	$	6,568,471
Shares issued in private placement (note 11(b)(iii))		2,446,299			-			-			-			-			2,446,299
Share issue costs		(134,854	)		-			-			-			-			(134,854	)
Stock-based compensation (note 11(d)(i))		-			382,478			-			-			-			382,478
Net loss and other comprehensive income for the period		-			-			-			50,410			(1,648,866	)		(1,598,456	)
Balance, September 30, 2017	$	38,643,022		$	6,957,587		$	-		$	501,358		$	(38,438,029	)	$	7,663,938

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, 2017

(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.

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, 2017, the Company had a deficit of $38,438,029 (December 31, 2016 - $36,789,163). 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. Refer to note 11(b)(iii) for private placement completed during the nine months ended September 30, 2017.

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 and London Stock Exchange AIM under the symbol GAL. The primary office is located at The Canadian Venture Building, 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 15, 2017 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, 2016. Any subsequent changes to IFRS that are given effect in the Company's annual consolidated financial statements for the year ending December 31, 2017 could result in restatement of these 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,
		2017			2016
Sales tax receivable - Canada	$	2,036		$	1,480
Valued added tax receivable - Northern Ireland		200,656			76,536
Accounts receivable		2,405			13,206
Prepaid expenses		23,494			15,510
	$	228,591		$	106,732

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,
		2017			2016
Less than 3 months	$	202,692		$	88,838
More than 12 months		2,405			2,384
Total accounts receivable	$	205,097		$	91,222

5.	Inventories

		As at			As at
		September 30,			December 31,
		2017			2016
Concentrate inventories	$	10,865		$	10,767
Finished goods		4,012			13,085
	$	14,877		$	23,852

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, 2015	$	2,755,995		$	5,833,381		$	136,644		$	125,679		$	17,730,606		$	26,582,305
Additions		46,407			111,298			32,762			-			634,010			824,477
Disposals		-			-			(34,075	)		-			-			(34,075	)
Foreign exchange adjustment		(519,002	)		(1,093,260	)		(25,733	)		(23,668	)		(3,580,988	)		(5,242,651	)
Balance, December 31, 2016		2,283,400			4,851,419			109,598			102,011			14,783,628			22,130,056
Additions		2,061			381,040			28,718			-			157,028			568,847
Foreign exchange adjustment		20,954			44,262			1,006			936			135,663			202,821
Balance, September 30, 2017	$	2,306,415		$	5,276,721		$	139,322		$	102,947		$	15,076,319		$	22,901,724

		Freehold			Plant									Mine
		land and			and			Motor			Office			development
Accumulated depreciation		buildings			machinery			vehicles			equipment			costs			Total
Balance, December 31, 2015	$	2,259,312		$	5,033,767		$	92,354		$	100,394		$	10,409,576		$	17,895,403
Depreciation		18,046			137,341			10,195			3,154			-			168,736
Disposals		-			-			(5,866	)		-			-			(5,866	)
Foreign exchange adjustment		(426,872	)		(953,435	)		(18,441	)		(19,151	)		(1,960,309	)		(3,378,208	)
Balance, December 31, 2016		1,850,486			4,217,673			78,242			84,397			8,449,267			14,680,065
Depreciation		10,490			123,352			7,595			1,920			-			143,357
Foreign exchange adjustment		17,010			38,788			739			780			77,535			134,852
Balance, September 30, 2017	$	1,877,986		$	4,379,813		$	86,576		$	87,097		$	8,526,802		$	14,958,274

		Freehold			Plant									Mine
		land and			and			Motor			Office			development
Carrying value		buildings			machinery			vehicles			equipment			costs			Total
Balance, December 31, 2016	$	432,914		$	633,746		$	31,356		$	17,614		$	6,334,361		$	7,449,991
Balance, September 30, 2017	$	428,429		$	896,908		$	52,746		$	15,850		$	6,549,517		$	7,943,450

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 (the "Consent") for an underground gold mine at the Omagh site. In February 2017, the planning permission was subject to a judicial review. The Consent includes operating and environmental conditions. On March 13, 2017, the Company announced that underground development had commenced on the Omagh mine. On April 24, 2017, the Company announced that the underground development has been put on hold and on May 15, 2017, the Company announced that the underground development would continue. On September 29, 2017, the Company announced that it received the judgement for the judicial review. The third party's request for a quashing of the Consent was denied. Underground development is underway and the Company has a detailed plan to accelerate progress, in line with the confirmed Consent. Refer to note 17(i).

		Exploration
		and
		evaluation
Cost		assets
Balance, December 31, 2015	$	2,371,328
Additions		367,893
Foreign exchange adjustment		(444,967	)
Balance, December 31, 2016		2,294,254
Additions		744,890
Foreign exchange adjustment		20,502
Balance, September 30, 2017	$	3,059,646

		Exploration
		and
		evaluation
Carrying value		assets
Balance, December 31, 2016	$	2,294,254
Balance, September 30, 2017	$	3,059,646

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, 2017 based on a risk-free discount rate of 1% (December 31, 2016 - 1%) and an inflation rate of 1.50% (December 31, 2016 - 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, 2017, the estimated fair value of the liability is $541,072 (December 31, 2016 - $528,305). Changes in the provision during the nine months ended September 30, 2017 are as follows:

		As at			As at
		September 30,			December 31,
		2017			2016
Decommissioning liability, beginning of period	$	528,305		$	637,988
Accretion		7,897			11,345
Foreign exchange		4,870			(121,028	)
Decommissioning liability, end of period	$	541,072		$	528,305

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, 2016 - GBP 300,000), of which GBP 300,000 was funded as of September 30, 2017 (GBP 300,000 was funded as of December 31, 2016) and reported as long-term deposit of $501,480 (December 31, 2016 - $496,920).

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 and professional fees activities.

		As at			As at
		September 30,			December 31,
		2017			2016
Accounts payable	$	561,097		$	336,121
Accrued liabilities		467,011			557,449
Total accounts payable and other liabilities	$	1,028,108		$	893,570

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

		As at			As at
		September 30,			December 31,
		2017			2016
Less than 3 months	$	547,094		$	365,448
3 to 12 months		122,222			154,456
12 to 24 months		30,090			54,992
More than 24 months		328,702			318,674
Total accounts payable and other liabilities	$	1,028,108		$	893,570

10.	Financing Facility

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

		As at			As at
		September 30,			December 31,
		2017			2016
Financing facility, beginning of period	$	25,265		$	38,069
Less current portion		(5,821	)		(4,956	)
Repayment of financing facility		(3,372	)		(4,007	)
Foreign exchange adjustment		4,956			(3,841	)
Financing facility - long term portion	$	21,028		$	25,265

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, 2017, 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, 2017, the issued share capital amounted to $38,643,022. The change in issued share capital for the periods presented is as follows:

		Number of
		common
		shares			Amount
Balance, December 31, 2015		107,297,154		$	33,960,190
Shares issued in private placement (i)		18,619,841			1,466,312
Share issue costs		-			(30,777	)
Common shares issued for debt (ii)		11,883,835			935,852
Balance, September 30, 2016		137,800,830		$	36,331,577
Balance, December 31, 2016		137,800,830		$	36,331,577
Shares issued in private placement (iii)		33,093,257			2,446,299
Share issue costs		-			(134,854	)
Balance, September 30, 2017		170,894,087		$	38,643,022

(i) 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.

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

(ii) 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").

(iii) On February 27, 2017, the Company completed the first part of a private placement. It consisted of 27,371,035 common shares of no par value. United Kingdom placees have subscribed at a price of GBP 0.045 per common share. Canadian placees have subscribed at a price of $0.0725 per common share. Receipts attached to the first part of the placement total $2,021,501.

On March 2, 2017, the Company completed the second part of a private placement. It consisted of 5,722,222 common shares of no par value for receipt of $424,798. United Kingdom placees have subscribed at a price of GBP 0.045 per common share. The hold period will expire for the second closing of the placing on July 3, 2017.

Melquart Ltd, ("Melquart") a UK based investment institution, subscribed for a total of 22,222,222 common shares and Melquart's staked increased to 13% of the Company's issued common shares.

Ross Beaty subscribed for 3,326,170 common shares and after closing of the private placement Ross Beaty owns 32,151,567 common shares of the Company or approximately 18.8% of the outstanding common shares.

The net proceeds to be raised by the private placement are intended to be used for working capital purposes and to commence development of an underground mine on the Omagh property.

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, 2015		30,966,000		$	0.17
Expired		(30,330,000	)		0.16
Balance, September 30, 2016		636,000		$	0.08
Balance, December 31, 2016 and September 30, 2017		636,000		$	0.07

The following table reflects the actual warrants issued and outstanding as of September 30, 2017:

											Fair value
					Grant date						September 30,
		Number			fair value			Exercise			2017
Expiry date		of warrants			($)			price			($)
								(1	)
February 16, 2018		636,000			32,000			0.045			12,000

⁽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, 2017, 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 83%; risk free interest rate of 1.51%; and an expected life of 0.38 years. As a result, the fair value of the warrants was calculated to be $12,000 and the Company recorded an unrealized gain on fair value of derivative financial liability for the three and nine months ended September 30, 2017 of $6,000 and $12,000, respectively (three and nine months ended September 30, 2016 - unrealized gain of $1,000 and $81,000, 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, 2015		4,440,000		$	0.17
Expired		(740,000	)		0.50
Balance, September 30, 2016		3,700,000		$	0.11
Balance, December 31, 2016		3,700,000		$	0.11
Granted (i)		4,900,000			0.14
Balance, September 30, 2017		8,600,000		$	0.12

(i) On March 25, 2017, 4,900,000 stock options were granted to directors, officers, consultants and key employees of the Company to purchase common shares at a price of $0.135 per share until March 25, 2022. The options will vest as to one third on March 25 2017 and one third on each of the following two anniversaries. The fair value attributed to these options was $645,820 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, 2017, included in stock-based compensation is $81,391 and $382,478, respectively (three and nine months ended September 30, 2016 - $nil) 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 - 201%; risk-free interest rate - 1.12% and an expected life of 5 years.

The following table reflects the actual stock options issued and outstanding as of September 30, 2017:

		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	2.67	3,550,000	3,550,000	-
June 12, 2020	0.105	2.70	150,000	150,000	-
March 25, 2022	0.135	4.48	4,900,000	1,633,333	3,266,667
	0.122	3.71	8,600,000	5,333,333	3,266,667

12.	Net Loss per Common Share

The calculation of basic and diluted loss per share for the three and nine months ended September 30, 2017 was based on the loss attributable to common shareholders of $452,756 and $1,648,866, respectively (three and nine months ended September 30, 2016 - $257,214 and $1,276,388, respectively) and the weighted average number of common shares outstanding of 170,894,087 and 164,077,122, respectively (three and nine months ended September 30, 2016 - 137,800,830 and 119,868,175, 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, 2016 - 636,000) and 8,600,000 options (three and nine months ended September 30, 2016 - 3,700,000) for the three and nine months ended September 30, 2017, as they are anti-dilutive.

13.	Cost of Sales

		Three Months Ended						Nine Months Ended
		September 30,						September 30,
		2017			2016			2017			2016
Wages	$	21,199		$	1,026		$	39,066		$	98,456
Oil and fuel		-			6,864			45,529			40,214
Repairs and servicing		-			16,962			51,544			43,312
Equipment hire		-			4,557			21,231			4,557
Environment monitoring		9,246			5,298			23,925			19,038
Royalties		4,100			4,280			12,502			13,809
Other costs		4,450			7,250			10,220			23,424
Costs		38,995			46,237			204,017			242,810
Inventory movement		(80	)		(457	)		9,919			13,073
Cost of sales	$	38,915		$	45,780		$	213,936		$	255,883

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			2017			2016			2017			2016
Interest on related party loans		(i)		$	14,094 $			14,875		$	42,378		$	50,125

(i) G&F Phelps Limited, a company controlled by a director of the Company, had amalgamated loans to the Company of $2,203,761 (GBP 1,318,354) (December 31, 2016 - $2,183,722 - 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, 2017, the amount of interest accrued is $363,792 (GBP 217,631) (December 31, 2016 - $318,375 -GBP 192,209).

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

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

		Three Months Ended						Nine Months Ended
		September 30,						September 30,
		2017			2016			2017			2016
Salaries and benefits (1)	$	107,110		$	110,049		$	326,426		$	350,109
Stock-based compensation		19,932			-			93,668			-
	$	127,042		$	110,049		$	420,094		$	350,109

⁽¹⁾  Salaries and benefits include director fees. As at September 30, 2017, due to directors for fees amounted to $130,250 (December 31, 2016 - $110,250) and due to key management, mainly for salaries and benefits accrued amounted to $513,599 (GBP 307,250) (December 31, 2016 - $271,840 - GBP 164,115), and is included with due to related parties.

(c) As of September 30, 2017, Ross Beaty owns 32,151,567 common shares of the Company or approximately 18.81% of the outstanding common shares. Roland Phelps, Chief Executive Officer and director, owns, directly and indirectly, 33,356,750 common shares of the Company or approximately 19.52% of the outstanding common shares of the Company. Melquart owns, directly and indirectly, 22,222,222 common shares of the Company or approximately 13.00% of the outstanding common shares of the Company. The remaining 48.67% 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, 2017		United Kingdom			Canada			Total
Current assets	$	349,811		$	628,982		$	978,793
Non-current assets		11,438,613			65,963			11,504,576
Revenues	$	35,202		$	-		$	35,202

December 31, 2016		United Kingdom			Canada			Total
Current assets	$	283,773		$	403,816		$	687,589
Non-current assets		10,180,747			60,418			10,241,165

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 $508,651 (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. The hearing started at the beginning of March 2017 but a further two days hearing is scheduled in January 2018. No provision has been made for the claim in the unaudited condensed interim consolidated financial statements.

17.	Events After the Reporting Period

(i) On November 3, 2017, the Company announced that it received notice of an application, by a third party, to the Court of Appeal, in relation to the positive judicial review judgment, given by Madam Justice McBride, regarding the grant of planning permission at the Omagh gold mine in July 2015.

In a detailed and comprehensive judgement, delivered on September 29, 2017, Madam Justice McBride confirmed the planning consent granted by Department of Environment, Northern Ireland (now Department for Infrastructure), for underground development. Refer to note 7.

(ii) On November 15, 2017, the Company announced a proposed private placement of shares. The proposed placement is for a maximum of 20,000,000 shares, at an issue price of $0.07 (GBP 0.041) per share (the "Placing") for maximum gross proceeds of $1,400,000 (GBP 820,000). A four month old period will apply to the shares and issuance will be subject to TSX Venture Exchange and regulatory approval.

The net proceeds to be raised by the Placing are intended to be used for working capital purposes and to continue development of an underground mine on the Omagh property. The Placing is expected to be on a part brokered basis.

 

END

 

 

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