Exhibit 99.1
Condensed Consolidated Interim Financial Statements of
Almaden Minerals Ltd.
For the three and nine months ended September 30, 2017
(Unaudited)
NOTICE OF NO AUDITOR REVIEW OF CONDENSED
CONSOLIDATED INTERIM FINANCIAL STATEMENTS
The accompanying unaudited condensed consolidated interim financial statements of Almaden Minerals Ltd (“the Company”) for the three and nine months ended September 30, 2017 have been prepared by the management of the Company and approved by the Company’s Audit Committee and the Company’s Board of Directors.
Under National Instrument 51-102, Part 4, subsection 4.3 (3) (a), if an auditor has not performed a review of the consolidated interim financial statements, they must be accompanied by a notice indicating that an auditor has not reviewed the financial statements.
The accompanying unaudited condensed consolidated interim financial statements of the Company have been prepared by and are the responsibility of the Company’s management.
The Company’s independent auditor has not performed a review of these financial statements in accordance with standards established by CPA Canada for a review of the condensed consolidated interim financial statements by an entity’s auditor.
Almaden Minerals Ltd.
Condensed consolidated interim statements of financial position
(Unaudited - Expressed in Canadian dollars)
| September 30, 2017 | December 31, 2016 | |||||||
| $ | $ | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents (Note 11) | 17,159,599 | 9,770,006 | ||||||
| Accounts receivable and prepaid expenses (Note 4) (Note 9(b)) | 255,065 | 380,898 | ||||||
| 17,414,664 | 10,150,904 | |||||||
| Non-current assets | ||||||||
| Deposit on mill equipment (Note 5) | 4,923,209 | 1,280,383 | ||||||
| Property, plant and equipment (Note 6) | 355,220 | 97,252 | ||||||
| Exploration and evaluation assets (Note 7) | 42,940,248 | 35,985,356 | ||||||
| 48,218,677 | 37,362,991 | |||||||
| TOTAL ASSETS | 65,633,341 | 47,513,895 | ||||||
| LIABILITIES | ||||||||
| Current liabilities | ||||||||
| Trade and other payables (Note 9(b)) | 567,717 | 857,823 | ||||||
| Non-current liabilities | ||||||||
| Deferred income tax liability | 1,434,882 | 1,434,882 | ||||||
| Total liabilities | 2,002,599 | 2,292,705 | ||||||
| EQUITY | ||||||||
| Share capital (Note 8) | 116,295,781 | 95,290,220 | ||||||
| Reserves (Note 8) | 14,737,376 | 13,552,101 | ||||||
| Deficit | (67,402,415 | ) | (63,621,131 | ) | ||||
| Total equity | 63,630,742 | 45,221,190 | ||||||
| TOTAL EQUITY AND LIABILITIES | 65,633,341 | 47,513,895 |
Commitments (Note 12)
These condensed consolidated interim financial statements are authorized for issue by the Board of Directors on
November 8, 2017.
They are signed on the Company’s behalf by:
| /s/Duane Poliquin | /s/Mark T. Brown |
| Director | Director |
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.
Almaden Minerals Ltd.
Condensed consolidated interim statements of comprehensive loss
(Unaudited - Expressed in Canadian dollars)
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| 2017 | 2016 | 2017 | 2016 | |||||||||||||
| Expenses | $ | $ | $ | $ | ||||||||||||
| Professional fees | 175,870 | 99,305 | 531,508 | 331,393 | ||||||||||||
| Salaries and benefits (Note 9(b)) | 297,322 | 272,764 | 891,348 | 861,372 | ||||||||||||
| Travel and promotion | 86,727 | 80,695 | 255,604 | 230,900 | ||||||||||||
| Depreciation (Note 6) | 7,281 | 7,222 | 20,801 | 20,506 | ||||||||||||
| Office and license (Note 9(b)) | 27,213 | 20,150 | 117,537 | 91,322 | ||||||||||||
| Rent (Note 9(b)) | 63,061 | 36,201 | 131,817 | 110,363 | ||||||||||||
| Stock exchange and transfer agent fees | 20,989 | 11,916 | 61,519 | 40,720 | ||||||||||||
| Insurance | 13,961 | 13,668 | 41,046 | 44,777 | ||||||||||||
| Directors’ fees (Note 9(a)) | - | - | 70,000 | 41,000 | ||||||||||||
| General exploration expenses | - | - | - | 1,467 | ||||||||||||
| Share-based payments (Note 8(c)) | 831,800 | 492,160 | 1,902,170 | 1,744,510 | ||||||||||||
| 1,524,224 | 1,034,081 | 4,023,350 | 3,518,330 | |||||||||||||
| Other income | ||||||||||||||||
| Interest and other income (Note 9(b)) | 158,585 | 117,712 | 413,536 | 332,324 | ||||||||||||
| Loss on disposal of property, plant and equipment (Note 6) | - | - | (1,760 | ) | (3,985 | ) | ||||||||||
| Foreign exchange (loss) gain | (95,125 | ) | 1,971 | (169,710 | ) | (128,361 | ) | |||||||||
| 63,460 | 119,683 | 242,066 | 199,978 | |||||||||||||
| Total comprehensive loss for the period | (1,460,764 | ) | (914,398 | ) | (3,781,284 | ) | (3,318,352 | ) | ||||||||
| Basic and diluted net loss per share (Note 10) | (0.01 | ) | (0.01 | ) | (0.04 | ) | (0.04 | ) | ||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.
Almaden Minerals Ltd.
Condensed consolidated interim statements of cash flows
(Unaudited - Expressed in Canadian dollars)
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| 2017 | 2016 | 2017 | 2016 | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Operating activities | ||||||||||||||||
| Net loss for the period | (1,460,764 | ) | (914,398 | ) | (3,781,284 | ) | (3,318,352 | ) | ||||||||
| Items not affecting cash | ||||||||||||||||
| Depreciation | 7,281 | 7,222 | 20,801 | 20,506 | ||||||||||||
| Unrealized foreign exchange | - | (15,000 | ) | - | 32,825 | |||||||||||
| Loss on disposal of property, plant and equipment | - | - | 1,760 | 3,985 | ||||||||||||
| Share-based payments | 831,800 | 492,160 | 1,902,170 | 1,744,510 | ||||||||||||
| Changes in non-cash working capital components | ||||||||||||||||
| Accounts receivable and prepaid expenses | 67,748 | 98,957 | 125,833 | 31,542 | ||||||||||||
| Trade and other payables | (25,226 | ) | 82,240 | (191,960 | ) | (460,828 | ) | |||||||||
| Net cash used in operating activities | (579,161 | ) | (248,819 | ) | (1,922,680 | ) | (1,945,812 | ) | ||||||||
| Investing activities | ||||||||||||||||
| Deposit on mill equipment | (525,841 | ) | - | (3,642,826 | ) | (324,600 | ) | |||||||||
| Property, plant and equipment – purchase | (190,142 | ) | (682 | ) | (280,529 | ) | (13,946 | ) | ||||||||
| Exploration and evaluation assets – costs | (1,474,926 | ) | (1,556,574 | ) | (7,053,038 | ) | (2,782,464 | ) | ||||||||
| Net cash used in investing activities | (2,190,909 | ) | (1,557,256 | ) | (10,976,393 | ) | (3,121,010 | ) | ||||||||
| Financing activities | ||||||||||||||||
| Issuance of shares, net of share issue costs | (6,281 | ) | - | 19,118,403 | 4,091,646 | |||||||||||
| Options exercised | 118,400 | 108,140 | 1,105,290 | 128,690 | ||||||||||||
| Share issuance cost on cashless option exercised (Note 8(c)) | (143,519 | ) | - | (203,232 | ) | - | ||||||||||
| Warrants and finders’ warrants exercised | - | 7,030,747 | 268,205 | 7,157,851 | ||||||||||||
| Net cash (used in) from financing activities | (31,400 | ) | 7,138,887 | 20,288,666 | 11,378,187 | |||||||||||
| Change in cash and cash equivalents | (2,801,470 | ) | 5,332,812 | 7,389,593 | 6,311,365 | |||||||||||
| Cash and cash equivalents, beginning of period | 19,961,069 | 7,201,331 | 9,770,006 | 6,222,778 | ||||||||||||
| Cash and cash equivalents, end of period | 17,159,599 | 12,534,143 | 17,159,599 | 12,534,143 | ||||||||||||
| Supplemental cash and cash equivalents information – Note 11 | ||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.
Almaden Minerals Ltd.
Condensed consolidated interim statements of changes in equity
(Unaudited – Expressed in Canadian dollars)
| Share capital | Reserves | |||||||||||||||||||||||||||
| Number of shares | Amount | Share-based payments | Warrants | Total reserves | Deficit | �� | Total | |||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||
| Balance, January 1, 2016 | 78,062,984 | 83,757,687 | 11,323,063 | 499,574 | 11,822,637 | (59,597,627 | ) | 35,982,697 | ||||||||||||||||||||
| Share-based payments | - | - | 1,744,510 | - | 1,744,510 | - | 1,744,510 | |||||||||||||||||||||
| Private placements, net | 3,229,082 | 4,073,728 | - | - | - | - | 4,073,728 | |||||||||||||||||||||
| Finders' warrants issued pursuant to private placement | - | - | - | 17,918 | 17,918 | - | 17,918 | |||||||||||||||||||||
| Shares issued for cash on exercise of finders’ warrants | 35,200 | 27,104 | - | - | - | - | 27,104 | |||||||||||||||||||||
| Fair value of finders’ warrants transferred to share capital | - | 5,984 | - | (5,984 | ) | (5,984 | ) | - | - | |||||||||||||||||||
| Shares issued for cash on exercise of warrants | 4,592,667 | 7,130,747 | - | - | - | - | 7,130,747 | |||||||||||||||||||||
| Shares issued for cash on exercise of stock options | 162,000 | 128,690 | - | - | - | - | 128,690 | |||||||||||||||||||||
| Fair value of cash stock options transferred to share capital | - | 39,180 | (39,180 | ) | - | (39,180 | ) | - | - | |||||||||||||||||||
| Shares issued on cashless exercise of stock options | 33,561 | - | - | - | - | - | - | |||||||||||||||||||||
| Fair value of cashless stock options transferred to share capital | - | 48,300 | (48,300 | ) | - | (48,300 | ) | - | - | |||||||||||||||||||
| Comprehensive loss for the period | - | - | - | - | - | (3,318,352 | ) | (3,318,352 | ) | |||||||||||||||||||
| Balance, September 30, 2016 | 86,115,494 | 95,211,420 | 12,980,093 | 511,508 | 13,491,601 | (62,915,979 | ) | 45,787,042 | ||||||||||||||||||||
| Share-based payments | - | - | 124,500 | - | 124,500 | - | 124,500 | |||||||||||||||||||||
| Shares issued for cash on exercise of stock options | 20,000 | 14,800 | - | - | - | - | 14,800 | |||||||||||||||||||||
| Fair value of cash stock options transferred to share capital | - | 4,000 | (4,000 | ) | - | (4,000 | ) | - | - | |||||||||||||||||||
| Shares issued on cashless exercise of stock options | 29,949 | - | - | - | - | - | - | |||||||||||||||||||||
| Fair value of cashless stock options transferred to share capital | - | 60,000 | (60,000 | ) | - | (60,000 | ) | - | - | |||||||||||||||||||
| Comprehensive loss for the period | - | - | - | - | - | (705,152 | ) | (705,152 | ) | |||||||||||||||||||
| Balance, December 31, 2016 | 86,165,443 | 95,290,220 | 13,040,593 | 511,508 | 13,552,101 | (63,621,131 | ) | 45,221,190 | ||||||||||||||||||||
| Share-based payments | - | - | 1,902,170 | - | 1,902,170 | - | 1,902,170 | |||||||||||||||||||||
| Private placements, net | 12,377,207 | 18,937,712 | - | - | - | - | 18,937,712 | |||||||||||||||||||||
| Finders' warrants issued pursuant to private placements | - | - | - | 180,691 | 180,691 | - | 180,691 | |||||||||||||||||||||
| Shares issued for cash on exercise of finders’ warrants | 30,472 | 43,205 | - | - | - | - | 43,205 | |||||||||||||||||||||
| Fair value of finders’ warrants transferred to share capital | - | 12,797 | - | (12,797 | ) | (12,797 | ) | - | - | |||||||||||||||||||
| Shares issued for cash on exercise of warrants | 225,000 | 225,000 | - | - | - | - | 225,000 | |||||||||||||||||||||
| Shares issued for cash on exercise of stock options | 1,107,000 | 1,105,290 | - | - | - | - | 1,105,290 | |||||||||||||||||||||
| Fair value of cash stock options transferred to share capital | - | 496,859 | (496,859 | ) | - | (496,859 | ) | - | - | |||||||||||||||||||
| Shares issued on cashless exercise of stock options (Note 8(c)) | 532,836 | (203,232 | ) | - | - | - | - | (203,232 | ) | |||||||||||||||||||
| Fair value of cashless stock options transferred to share capital | - | 387,930 | (387,930 | ) | - | (387,930 | ) | - | - | |||||||||||||||||||
| Comprehensive loss for the period | - | - | - | - | - | (3,781,284 | ) | (3,781,284 | ) | |||||||||||||||||||
| Balance, September 30, 2017 | 100,437,958 | 116,295,781 | 14,057,974 | 679,402 | 14,737,376 | (67,402,415 | ) | 63,630,742 | ||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.
Almaden Minerals Ltd.
Notes to the condensed consolidated interim financial statements
For the three and nine months ended September 30, 2017
Unaudited - Expressed in Canadian dollars
1. Nature of operations
Almaden Minerals Ltd. (the “Company” or “Almaden”) was formed by amalgamation under the laws of the Province of British Columbia, Canada on February 1, 2002. The Company is an exploration stage public company that is engaged directly in the exploration and development of mineral properties in Canada and Mexico. The address of the Company’s registered office is Suite 1710 –1177 West Hastings Street, Vancouver, BC, Canada V6E 2L3.
The Company is in the business of exploring and developing mineral projects and its principal asset is the Ixtaca precious metals project located on its Tuligtic claim in Mexico. The Company has not yet determined whether this project has economically recoverable mineral reserves. The recoverability of amounts shown for mineral properties is dependent upon the establishment of a sufficient quantity of economically recoverable reserves, the ability of the Company to obtain the necessary financing or participation of joint venture partners to complete development of the properties and upon future profitable production or proceeds from the disposition of exploration and evaluation assets.
2. Basis of presentation
(a) Statement of Compliance with International Financial Reporting Standards (“IFRS”)
These condensed consolidated interim financial statements, including comparatives, have been prepared in accordance and compliance with International Accounting Standard(“IAS”) 34, Interim Financial Reporting as issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”).
(b) Basis of preparation
These condensed consolidated interim financial statements include the accounts of the Company and its subsidiaries. This interim financial report does not include all of the information required of a full annual financial report and is intended to provide users with an update in relation to events and transactions that are significant to an understanding of the changes in financial position and performance of the Company since the end of the last annual reporting period. It is therefore recommended that this financial report be read in conjunction with the annual audited financial statements of the Company for the year ended December 31, 2016. However, this interim financial report provides selected significant disclosures that are required in the annual audited consolidated financial statements under IFRS.
Certain amounts in prior years have been reclassified to conform to the current period presentation.
These condensed consolidated interim financial statements follow the same accounting policies and methods of application as the annual audited consolidated financial statements for the year ended December 31, 2016.
7
Almaden Minerals Ltd.
Notes to the condensed consolidated interim financial statements
For the three and nine months ended September 30, 2017
Unaudited - Expressed in Canadian dollars
2. Basis of presentation(Continued)
(b) Basis of preparation (Continued)
The following are the accounting standards issued but not yet effective.
Revenue recognition
IFRS 15 - In May 2014, the IASB issued IFRS 15 – Revenue from Contracts with Customers ("IFRS 15") which supersedes IAS 11 – Construction Contracts; IAS 18 – Revenue; IFRIC 13 – Customer Loyalty Programmes; IFRIC 15 – Agreements for the Construction of Real Estate; IFRIC 18 – Transfers of Assets from Customers; and SIC 31 – Revenue – Barter Transactions involving Advertising Services. IFRS 15 establishes a single five-step model framework for determining the nature, amount, timing and uncertainty of revenue and cash flows arising from a contract with a customer. The standard is effective for annual periods beginning on or after January 1, 2018, with early adoption permitted. The Company is currently considering the impact, if any, of the standard on its future consolidated financial statements.
Financial instruments
IFRS 9 - In July 2014, the IASB issued the final version of IFRS 9 – Financial Instruments ("IFRS 9") to replace IAS 39 – Financial Instruments: Recognition and Measurement. IFRS 9 provides a revised model for recognition and measurement of financial instruments and a single, forward-looking 'expected loss' impairment model. IFRS 9 also includes a substantially reformed approach to hedge accounting. The standard is effective for annual periods beginning on or after January 1, 2018, with early adoption permitted. The Company is currently considering the impact, if any, of the final standard on its future consolidated financial statements.
Leases
IFRS 16 - In January 2016, the IASB issued IFRS 16 – Leases ("IFRS 16") which replaces IAS 17 – Leases and its associated interpretative guidance. IFRS 16 applies a control model to the identification of leases, distinguishing between a lease and a service contract on the basis of whether the customer controls the asset being leased. For those assets determined to meet the definition of a lease, IFRS 16 introduces significant changes to the accounting by lessees, introducing a single, on-balance sheet accounting model that is similar to current finance lease accounting, with limited exceptions for short-term leases or leases of low value assets. Lessor accounting remains similar to current accounting practice. The standard is effective for annual periods beginning on or after January 1, 2019, with early application permitted for entities that apply IFRS 15. The Company is currently evaluating the impact the final standard is expected to have on its consolidated financial statements. The Company is currently considering the impact, if any, of the standard on its future consolidated financial statements.
The Company has not early adopted these new and amended standards and is currently assessing the impact that these standards will have on the consolidated financial statements.
8
Almaden Minerals Ltd.
Notes to the condensed consolidated interim financial statements
For the three and nine months ended September 30, 2017
Unaudited - Expressed in Canadian dollars
3. Significant Accounting Policies
These condensed consolidated interim financial statements do not include all note disclosures required by IFRS for annual financial statements, and therefore should be read in conjunction with the annual financial statements for the year ended December 31, 2016. In the opinion of management, all adjustments considered necessary for fair presentation of the Company’s financial position, results of operations and cash flows have been included. Operating results for the three and nine month period ended September 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017.
Critical accounting estimates are estimates and assumptions made by management that may result in a material adjustment to the carrying amounts of assets and/or liabilities within the next financial year and are disclosed in Note 3 (d) of the Company’s annual audited consolidated financial statements for the year ended December 31, 2016. There have been no changes to the Company’s critical accounting estimates and judgments during the nine months ended September 30, 2017.
4. Accounts receivable and prepaid expenses
Accounts receivable and prepaid expenses consist of the following:
| September 30, | December 31, | |||||||
| 2017 | 2016 | |||||||
| Accounts receivable (Note 9(b)) | $ | 136,221 | $ | 248,379 | ||||
| Prepaid expenses | 118,844 | 132,519 | ||||||
| $ | 255,065 | $ | 380,898 | |||||
At September 30, 2017, the Company has recorded value added taxes of $318,551 (December 31, 2016 - $248,142) included in exploration and evaluation assets as the value added tax relates to certain projects and will be recovered when the assets are sold (Note 7).
5. Deposit on mill equipment
On October 19, 2015, the Company entered into a Mill Purchase Option Agreement (the “Agreement’) to acquire the Rock Creek mill. Pursuant to the Agreement, Almaden has the exclusive right and option to purchase the mill for total cash payments of US$6,500,000, plus the issuance of 407,997 common shares (issued with a fair value of $273,358), subject to adjustment in certain circumstances (the “Option”).
Deposit on mill equipment consists of the following payments and share issuance:
| Date | Payment Status | USD | CAD | |||||||
| December 31, 2016 | $ | 1,280,383 | ||||||||
| June 13, 2017 | Cash paid | 2,000,000 | 2,647,600 | |||||||
| Mill Deposit | 3,927,983 | |||||||||
| Mill Mobilization Deposit | ||||||||||
| April 5, 2017 | Cash paid | $ | 350,000 | 469,385 | ||||||
| July 19, 2017 | Cash paid | $ | 417,500 | 525,841 | ||||||
| 995,226 | ||||||||||
| September 30, 2017 | $ | 4,923,209 | ||||||||
9
Almaden Minerals Ltd.
Notes to the condensed consolidated interim financial statements
For the three and nine months ended September 30, 2017
Unaudited - Expressed in Canadian dollars
5. Deposit on mill equipment(Continued)
In order to exercise the Option, Almaden must make a final option payment on or before June 15, 2018 for $3,750,000 USD ($4,680,000 CAD). The payments are not refundable upon termination of the option.
The Company has begun a mobilization plan to move the Rock Creek mill from Nome, Alaska to Mexico. A deposit of $995,226 ($767,500 USD) was paid during the period ended September 30, 2017 to set up camp for the dismantlement of the mill.
6. Property, plant and equipment
Automotive equipment | Furniture and fixtures and other | Computer hardware | Computer software | Geological library | Field equipment | Mill equipment | Total | |||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||
| Cost | ||||||||||||||||||||||||||||||||
| December 31, 2016 | 146,569 | 135,064 | 231,451 | 185,263 | 51,760 | 245,647 | - | 995,754 | ||||||||||||||||||||||||
| Additions | - | 19,029 | 8,641 | 1,531 | - | 66,045 | 185,283 | 280,529 | ||||||||||||||||||||||||
| Disposals | (36,529 | ) | - | - | - | - | - | - | (36,529 | ) | ||||||||||||||||||||||
| September 30, 2017 | 110,040 | 154,093 | 240,092 | 186,794 | 51,760 | 311,692 | 185,283 | 1,239,754 | ||||||||||||||||||||||||
| Accumulated depreciation | ||||||||||||||||||||||||||||||||
| December 31, 2016 | 144,559 | 131,569 | 204,742 | 155,024 | 48,766 | 213,842 | - | 898,502 | ||||||||||||||||||||||||
| Disposals | (34,769 | ) | - | - | - | - | - | - | (34,769 | ) | ||||||||||||||||||||||
| Depreciation | 250 | 1,995 | 6,492 | 6,842 | 451 | 4,771 | - | 20,801 | ||||||||||||||||||||||||
| September 30, 2017 | 110,040 | 133,564 | 211,234 | 161,866 | 49,217 | 218,613 | - | 884,534 | ||||||||||||||||||||||||
| Carrying amounts | ||||||||||||||||||||||||||||||||
| December 31, 2016 | 2,010 | 3,495 | 26,709 | 30,239 | 2,994 | 31,805 | - | 97,252 | ||||||||||||||||||||||||
| September 30, 2017 | - | 20,529 | 28,858 | 24,928 | 2,543 | 93,079 | 185,283 | 355,220 |
During the period ended September 30, 2017, the Company disposed property, plant and equipment for $Nil proceeds and recorded a loss on disposal of property, plant and equipment of $1,760.
The Company has acquired containers to begin a mobilization plan to move the Rock Creek mill from Nome, Alaska to Mexico. As at September 30, 2017, container costs of $185,283 are recorded in property, plant and equipment and will be depreciated when the mill equipment is in condition and location ready for use.
10
Almaden Minerals Ltd.
Notes to the condensed consolidated interim financial statements
For the three and nine months ended September 30, 2017
Unaudited - Expressed in Canadian dollars
7. Exploration and evaluation assets
| Tuligtic | Other Property | Total | ||||||||||
| Exploration and evaluation assets | $ | $ | $ | |||||||||
| Acquisition costs: | ||||||||||||
| Opening balance - (December 31, 2016) | 4,780,570 | 1 | 4,780,571 | |||||||||
| Additions | 2,596,976 | - | 2,596,976 | |||||||||
| Closing balance - (September 30, 2017) | 7,377,546 | 1 | 7,377,547 | |||||||||
| Deferred exploration costs: | ||||||||||||
| Opening balance - (December 31, 2016) | 31,204,785 | - | 31,204,785 | |||||||||
| Costs incurred during the period | ||||||||||||
| Drilling and related costs | 644,759 | - | 644,759 | |||||||||
| Professional/technical fees | 57,567 | - | 57,567 | |||||||||
| Claim maintenance/lease costs | 160,251 | - | 160,251 | |||||||||
| Geochemical, metallurgy | 361,656 | - | 361,656 | |||||||||
| Technical studies | 1,448,557 | - | 1,448,557 | |||||||||
| Travel and accommodation | 273,912 | - | 273,912 | |||||||||
| Geology, geophysics and exploration | 528,165 | - | 528,165 | |||||||||
| Supplies and misc. | 79,835 | - | 79,835 | |||||||||
| Water exploration | 7,981 | - | 7,981 | |||||||||
| Environmental | 476,682 | - | 476,682 | |||||||||
| Value-added tax (Note 4) | 318,551 | - | 318,551 | |||||||||
| Total deferred exploration costs during the period | 4,357,916 | - | 4,357,916 | |||||||||
| Closing balance - (September 30, 2017) | 35,562,701 | - | 35,562,701 | |||||||||
| Total exploration and evaluation assets | 42,940,247 | 1 | 42,940,248 |
11
Almaden Minerals Ltd.
Notes to the condensed consolidated interim financial statements
For the three and nine months ended September 30, 2017
Unaudited - Expressed in Canadian dollars
7. Exploration and evaluation assets(Continued)
The following is a description of the Company’s most significant property interests and related spending commitments:
| (a) | Tuligtic |
In 2001, the Company acquired by staking a 100% interest in the Tuligtic property in Puebla, Mexico. The property contains the Ixtaca Zone.
| (b) | Other Property |
The Company holds a 40% carried interest in the Logan property located in the Yukon Territory, Canada. The project is carried at a nominal value of $1.
8. Share capital and reserves
| (a) | Authorized share capital |
At September 30, 2017, the authorized share capital comprised an unlimited number of common shares. The common shares do not have a par value. All issued shares are fully paid.
On June 1, 2017, the Company closed a bought deal private placement by the issuance of 9,857,800 units at a price of $1.75 per unit for gross proceeds of $17,251,150. Each unit consists of one common share and one-half of one non-transferable common share purchase warrant. Each whole warrant allows the holder to purchase one common share of the Company at a price of $2.45 per share until June 1, 2020. Share issue costs included a finder’s fee of $1,035,069 in cash, and finders’ warrants to purchase up to 295,734 common shares at a price of $2.00 per common share until June 1, 2019. The fair value of the finders’ warrants was $171,526. In connection with the private placement, the Company also incurred $293,838 in other cash share issue costs. These amounts were recorded as a reduction to share capital. The proceeds of the private placement were allocated entirely to share capital.
On February 7, 2017, the Company closed a non-brokered private placement by the issuance of 2,519,407 units at a price of $1.35 per unit for gross proceeds of $3,401,199. Each unit consists of one common share and one-half of one non-transferable common share purchase warrant. Each whole warrant allows the holder to purchase one common share of the Company at a price of $2.00 per share until August 7, 2019. Share issue costs included a finder’s fee of $88,631 in cash, and finders’ warrants to purchase up to 17,911 common shares at a price of $1.35 per common share until August 7, 2019. The fair value of the finders’ warrants was $9,165. In connection with the private placement, the Company also incurred $116,408 in other cash share issue costs. These amounts were recorded as a reduction to share capital. The proceeds of the private placement were allocated entirely to share capital.
12
Almaden Minerals Ltd.
Notes to the condensed consolidated interim financial statements
For the three and nine months ended September 30, 2017
Unaudited - Expressed in Canadian dollars
8. Share capital and reserves(Continued)
| (b) | Warrants |
The continuity of warrants for the nine months ended September 30, 2017 is as follows:
| Exercise | Dec 31, | September 30, | ||||||||||||||||||||||
| Expiry date | price | 2016 | Issued | Exercised | Expired | 2017 | ||||||||||||||||||
| November 17, 2017 | $ | 1.00 | 2,036,667 | - | (225,000 | ) | - | 1,811,667 | ||||||||||||||||
| November 25, 2018 | $ | 2.00 | 1,614,541 | - | - | - | 1,614,541 | |||||||||||||||||
| November 25, 2018 | $ | 1.44 | 45,944 | - | (22,972 | ) | - | 22,972 | ||||||||||||||||
| June 1, 2019 | $ | 2.00 | - | 295,734 | - | - | 295,734 | |||||||||||||||||
| August 7, 2019 | $ | 2.00 | - | 1,259,704 | - | - | 1,259,704 | |||||||||||||||||
| August 7, 2019 | $ | 1.35 | - | 17,911 | (7,500 | ) | - | 10,411 | ||||||||||||||||
| June 1, 2020 | $ | 2.45 | - | 4,928,900 | - | - | 4,928,900 | |||||||||||||||||
| Warrants outstanding and exercisable | 3,697,152 | 6,502,249 | (255,472 | ) | - | 9,943,929 | ||||||||||||||||||
| Weighted average exercise price | $ | 1.44 | $ | 2.34 | $ | 1.05 | - | $ | 2.04 |
| (c) | Share purchase option compensation plan |
The Company’s stock option plan permits the issuance of options up to a maximum of 10% of the Company’s issued share capital. Stock options issued to any consultant or person providing investor relations services cannot exceed 2% of the issued and outstanding common shares in any twelve month period. At September 30, 2017, the Company had reserved 1,948,796 stock options that may be granted. The exercise price of any option cannot be less than the volume weighted average trading price of the shares for the five trading days immediately preceding the date of the grant. The maximum term of all options is five years. The Board of Directors determines the term of the option (to a maximum of five years) and the time during which any option may vest. Options granted to consultants or persons providing investor relations services shall vest in stages with no more than 25% of such option being exercisable in any three month period. All options granted during the nine months ended September 30, 2017 vested on the grant date.
13
Almaden Minerals Ltd.
Notes to the condensed consolidated interim financial statements
For the three and nine months ended September 30, 2017
Unaudited - Expressed in Canadian dollars
The continuity of stock options for the nine months ended September 30, 2017 is as follows:
| Expiry date | Exercise price | Dec 31, 2016 | Granted | Exercised | Expired | September 30, 2017 | ||||||||||||||||||
| January 6, 2017 | $ | 0.98 | 1,180,000 | - | (1,180,000 | )(i) | - | - | ||||||||||||||||
| May 4, 2017 | $ | 1.91 | 175,000 | - | (75,000 | ) | (100,000 | ) | - | |||||||||||||||
| June 8, 2017 | $ | 1.98 | 75,000 | - | - | (75,000 | ) | - | ||||||||||||||||
| August 26, 2017 | $ | 0.74 | 1,310,000 | - | (1,310,000 | )(i) | - | - | ||||||||||||||||
| September 11, 2017 | $ | 2.31 | 500,000 | - | - | (500,000 | ) | - | ||||||||||||||||
| November 22, 2017 | $ | 2.22 | 100,000 | - | - | - | 100,000 | |||||||||||||||||
| April 4, 2018 | $ | 1.74 | 90,000 | - | - | - | 90,000 | |||||||||||||||||
| May 6, 2018 | $ | 1.41 | 100,000 | - | - | - | 100,000 | |||||||||||||||||
| June 8, 2018 | $ | 1.44 | 1,915,000 | - | - | - | 1,915,000 | |||||||||||||||||
| June 18, 2018 | $ | 1.46 | 250,000 | - | - | - | 250,000 | |||||||||||||||||
| June 29, 2018 | $ | 1.71 | 15,000 | - | - | - | 15,000 | |||||||||||||||||
| August 9, 2018 | $ | 1.91 | 491,000 | - | - | - | 491,000 | |||||||||||||||||
| September 15, 2018 | $ | 1.85 | 170,000 | - | - | - | 170,000 | |||||||||||||||||
| December 11, 2018 | $ | 0.72 | 724,000 | - | (134,000 | )(i) | - | 590,000 | ||||||||||||||||
| December 11, 2018 | $ | 1.68 | 150,000 | - | - | - | 150,000 | |||||||||||||||||
| December 11, 2018 | $ | 1.80 | 20,000 | - | - | - | 20,000 | |||||||||||||||||
| January 2, 2019 | $ | 1.04 | 375,000 | - | - | - | 375,000 | |||||||||||||||||
| March 17, 2019 | $ | 1.35 | - | 207,000 | - | - | 207,000 | |||||||||||||||||
| May 4, 2019 | $ | 1.99 | - | 175,000 | - | - | 175,000 | |||||||||||||||||
| May 19, 2019 | $ | 1.84 | - | 75,000 | - | - | 75,000 | |||||||||||||||||
| June 12, 2019 | $ | 1.89 | - | 75,000 | - | - | 75,000 | |||||||||||||||||
| July 2, 2019 | $ | 1.32 | 150,000 | - | - | - | 150,000 | |||||||||||||||||
| July 2, 2019 | $ | 1.19 | 60,000 | - | - | - | 60,000 | |||||||||||||||||
| July 2, 2019 | $ | 1.34 | - | 1,427,000 | - | - | 1,427,000 | |||||||||||||||||
| September 19, 2019 | $ | 1.40 | - | 1,160,000 | - | - | 1,160,000 | |||||||||||||||||
| April 30, 2020 | $ | 1.53 | - | 500,000 | - | - | 500,000 | |||||||||||||||||
| Options outstanding and exercisable | 7,850,000 | 3,619,000 | (2,699,000 | ) | (675,000 | ) | 8,095,000 | |||||||||||||||||
| Weighted average exercise price | $ | 1.29 | $ | 1.44 | $ | 0.88 | $ | 2.21 | $ | 1.42 |
| (i) | In accordance with the Company’s stock option plan, options holders exercised 350,000; 1,150,000 and 92,000 stock options on a cashless basis at an exercise price of $0.98, $0.74 and $0.72 respectively. The total number of shares issued in connection with the cashless exercise of options was 532,836. |
14
Almaden Minerals Ltd.
Notes to the condensed consolidated interim financial statements
For the three and nine months ended September 30, 2017
Unaudited - Expressed in Canadian dollars
8. Share capital and reserves(Continued)
| (c) | Share purchase option compensation plan(Continued) |
In connection with the cashless exercises, the Company also withheld common shares in return for settling the option holders’ withholding tax liability. During the period ended September 30, 2017, the Company remitted withholding taxes of $203,232 (2016 - $nil), to the applicable tax authority on the option holders’ behalf and recorded as a reduction to share capital as share issuance cost.
Total share-based payments as a result of options granted and vested during the period ended September 30, 2017, was $1,902,170 (2016 - $1,744,510).
The fair value of the options granted during the period ended September 30, 2017, was estimated on the grant date using the Black-Scholes option pricing model with the following weighted average assumptions:
| Risk-free interest rate | 1.03 | % | ||
| Expected life | 2.00 years | |||
| Expected volatility | 65.45 | % | ||
| Expected dividend yield | Nil | |||
| Weighted average fair value per option | $0.53 |
9. Related party transactions and balances
| (a) | Compensation of key management personnel |
Key management includes members of the Board, the President and Chief Executive Officer, the Chief Financial Officer and the Vice President, Corporate Development. The net aggregate compensation paid or payable to key management for services after recovery from Almadex (Note 9 (b)) is as follows:
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| 2017 | 2016 | 2017 | 2016 | |||||||||||||
| Salaries and benefits | $ | 164,675 | $ | 151,375 | $ | 494,025 | $ | 454,125 | ||||||||
| Share-based payments | 774,200 | 478,160 | 1,515,170 | 1,451,560 | ||||||||||||
| Directors’ fees | - | - | 70,000 | 41,000 | ||||||||||||
| $ | 938,875 | $ | 629,535 | $ | 2,079,195 | $ | 1,946,685 | |||||||||
| (b) | Almadex Minerals Limited (“Almadex”) |
Effective August 1, 2015, approximately 30% of administrative expenses is recovered from Almadex pursuant to the Administrative Service Agreement.
During the three and nine months ended September 30, 2017, the Company received $111,806 and $320,078 respectively (2016 - $ 97,550 and $295,595) from Almadex for administrative services fees included in other income.
At September 30, 2017, the Company accrued $Nil (December 31, 2016 - $63,429) payable to Almadex for drilling equipment rental services in Mexico.
15
Almaden Minerals Ltd.
Notes to the condensed consolidated interim financial statements
For the three and nine months ended September 30, 2017
Unaudited - Expressed in Canadian dollars
9. Related party transactions and balances(Continued)
| (b) | Almadex Minerals Limited (“Almadex”)(continued) |
At September 30, 2017, included in accounts receivable is $72,265 (December 31, 2016 - $149,429) due from Almadex.
| (c) | Other related party transactions |
During the three and nine months ended September 30, 2017, the Company employed the Chairman’s daughter for a salary of $9,075 and $25,975 respectively, less statutory deductions (2016 - $8,450 and $25,350, respectively) for marketing and administrative services provided to the Company.
10. Net loss per share
Basic and diluted net loss per share
The calculation of basic net loss per share for the three months ended September 30, 2017 was based on the loss attributable to common shareholders of $1,460,764 (2016 - $914,398) and a weighted average number of common shares outstanding of 100,151,694 (2016 – 85,501,341).
The calculation of basic net loss per share for the nine months ended September 30, 2017 was based on the loss attributable to common shareholders of $3,781,284 (2016 - $3,318,352) and a weighted average number of common shares outstanding of 94,038,382 (2016 – 81,035,318).
The calculation of diluted net loss per share for the three and nine months periods ended September 30, 2017 and 2016 did not include the effect of stock options and warrants as they are anti-dilutive.
11. Supplemental cash flow information
Supplemental information regarding non-cash transactions is as follows:
| Nine months endedSeptember 30, | ||||||||
| Investing and financing activities | 2017 | 2016 | ||||||
| Fair value of finders’ warrants – share issue cost | $ | 80,691 | $ | 17,918 | ||||
| Fair value of finders’ warrants transferred to share capital on exercise of finders’ warrants | $ | 12,797 | $ | 5,984 | ||||
| Fair value of cash stock options transferred to share capital on exercise of options | $ | 496,859 | $ | 39,180 | ||||
| Fair value of cashless stock options transferred to share capital on exercise of options | $ | 387,930 | $ | 48,300 | ||||
As at September 30, 2017, $437,108 of exploration and evaluation asset costs are included in trade and other payables (December 31, 2016 - $535,254)
16
Almaden Minerals Ltd.
Notes to the condensed consolidated interim financial statements
For the three and nine months ended September 30, 2017
Unaudited - Expressed in Canadian dollars
11. Supplemental cash flow information(Continued)
Supplemental information regarding the split between cash and cash equivalents is as follows:
| September 30, 2017 | December 31, 2016 | |||||||
| Cash | $ | 1,913,199 | $ | 1,427,306 | ||||
| Term Deposits | 15,246,400 | 8,342,700 | ||||||
| $ | 17,159,599 | $ | 9,770,006 | |||||
12. Commitments
The Company has entered into an operating lease for office premises through August 30, 2017. In January 2017, the Company signed a new office lease effective April 1, 2017 through to March 31, 2022.
As at September 30, 2017, the remaining payments for executive contracts and the operating lease are due as follows:
| 2017 | 2018 | 2019 | 2020 | 2021 | Total | |||||||||||||||||||
| Office lease | $ | 37,103 | $ | 148,410 | $ | 150,884 | $ | 154,182 | $ | 155,006 | $ | 645,585 | ||||||||||||
| Executive contracts | 136,250 | 545,000 | 240,000 | 240,000 | 240,000 | 1,401,250 | ||||||||||||||||||
| $ | 173,353 | $ | 693,410 | $ | 390,884 | $ | 394,182 | $ | 395,006 | $ | 2,046,835 | |||||||||||||
13. Financial instruments
The fair values of the Company’s cash and cash equivalents, accounts receivable and trade and other payables approximate their carrying values because of the short-term nature of these instruments.
The Company is exposed to certain financial risks, including currency risk, credit risk, liquidity risk, interest rate risk and commodity and equity price risk.
(a) Currency risk
The Company’s property interests in Mexico make it subject to foreign currency fluctuations and inflationary pressures which may adversely affect the Company’s financial position, results of operations and cash flows. The Company is affected by changes in exchange rates between the Canadian dollar, the US dollar and Mexican peso. The Company does not invest in foreign currency contracts to mitigate the risks.
17
Almaden Minerals Ltd.
Notes to the condensed consolidated interim financial statements
For the three and nine months ended September 30, 2017
Unaudited - Expressed in Canadian dollars
13. Financial instruments(Continued)
(a) Currency risk(Continued)
As at September 30, 2017, the Company is exposed to foreign exchange risk through the following monetary assets and liabilities denominated in currencies other than the functional currency of the applicable subsidiary:
| All amounts in Canadian dollars | US dollar | Mexican peso | ||||||
| Cash and cash equivalents | $ | 2,873,292 | $ | 201,244 | ||||
| Accounts receivable and prepaid expenses | - | 31,628 | ||||||
| Total assets | $ | 2,873,292 | $ | 232,872 | ||||
| Trade and other payables | $ | 210,700 | $ | 77,001 | ||||
| Total liabilities | $ | 210,700 | $ | 77,001 | ||||
| Net assets | $ | 2,662,592 | $ | 155,871 | ||||
A 10% change in the US dollar exchange rate relative to the Canadian dollar would change the Company’s net loss by $266,000.
A 10% change in the Mexican peso relative to the Canadian dollar would change the Company’s net loss by $16,000.
(b) Credit risk
The Company’s cash and cash equivalents are held in large Canadian financial institutions, located in both Canada and Mexico. Cash equivalents mature at various dates during the twelve months following the statement of financial position date. The Company’s excise tax included in accounts receivables and prepaid expenses consists primarily of sales tax due from the federal government of Canada.
To mitigate exposure to credit risk on cash and cash equivalents, the Company has established policies to limit the concentration of credit risk with any given banking institution where the funds are held, to ensure counterparties demonstrate minimum acceptable credit risk worthiness and ensure liquidity of available funds.
As at September 30, 2017, the Company’s maximum exposure to credit risk is the carrying value of its cash and cash equivalents and accounts receivable.
(c) Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages liquidity risk through the management of its capital structure.
Trade and other payables are due within twelve months of the statement of financial position date.
18
Almaden Minerals Ltd.
Notes to the condensed consolidated interim financial statements
For the three and nine months ended September 30, 2017
Unaudited - Expressed in Canadian dollars
13. Financial instruments(Continued)
(d) Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to varying interest rates on cash and cash equivalents. The Company has no interest bearing debt.
A 1% change in the interest rate would change the Company’s net loss by $150,000.
(e) Commodity and equity price risk
The ability of the Company to explore its exploration and evaluation assets and the future profitability of the Company are directly related to the market price of gold and other precious metals. The Company monitors gold prices to determine the appropriate course of action to be taken by the Company. Equity price risk is defined as the potential adverse impact on the Company’s performance due to movements in individual equity prices or general movements in the level of the stock market.
14. Management of capital
The Company considers its capital to consist of components of equity. The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue the exploration of its exploration and evaluation assets and to maintain a flexible capital structure which optimizes the costs of capital at an acceptable risk.
The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares and, acquire or dispose of assets.
In order to maximize ongoing exploration efforts, the Company does not pay out dividends. The Company’s investment policy is to invest its short-term excess cash in highly liquid short-term interest-bearing investments with short term maturities, selected with regards to the expected timing of expenditures from continuing operations.
The Company expects its current capital resources will be sufficient to carry its exploration plans and operations for the foreseeable future. There were no changes to the Company’s approach to the management of capital during the period.
19
Almaden Minerals Ltd.
Notes to the condensed consolidated interim financial statements
For the three and nine months ended September 30, 2017
Unaudited - Expressed in Canadian dollars
15. Segmented information
The Company operates in one reportable operating segment, being the acquisition and exploration of mineral properties.
The Company’s non-current assets are located in the following geographic locations:
| September 30, 2017 | December 31, 2016 | |||||||
| Canada | $ | 349,013 | $ | 89,950 | ||||
| United States | 4,923,209 | 1,280,383 | ||||||
| Mexico | 42,946,455 | 35,992,658 | ||||||
| $ | 48,218,677 | $ | 37,362,991 | |||||
20
