The accompanying reviewed interim unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q. Therefore, they do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders' equity in conformity with generally accepted accounting principles applicable in the United States of America. Except as disclosed herein, there has been no material change in the information disclosed in the notes to the consolidated financial statements included in our Company's annual report on Form 10-K for the year ended June 30, 2016.
In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature.
Operating results for the period ended December 31, 2016 are not necessarily indicative of the results that can be expected for the year ending June 30, 2017.
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.
Nature of Operations and Going Concern (note 1)
Mineral Properties (note 5)
Energizer Resources Inc.
Unaudited Condensed Consolidated Interim Statements of Operations and
Comprehensive Loss
(Expressed in US Dollars)
|
|
Six months ended
|
|
|
Three months ended
|
|
|
|
December 31,
2016
|
|
|
December 31,
2015
|
|
|
December 31,
2016
|
|
|
December 31,
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
|
|
|
$
|
-
|
|
|
|
|
|
$
|
-
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mineral exploration expense (notes 5, 6 and 12)
|
|
|
835,402
|
|
|
|
360,656
|
|
|
|
522,295
|
|
|
|
183,697
|
|
Professional and consulting fees (note 6)
|
|
|
279,031
|
|
|
|
395,680
|
|
|
|
135,314
|
|
|
|
206,963
|
|
Stock-based compensation
|
|
|
-
|
|
|
|
331,491
|
|
|
|
-
|
|
|
|
331,491
|
|
General and administrative (note 6)
|
|
|
220,565
|
|
|
|
219,892
|
|
|
|
158,381
|
|
|
|
129,034
|
|
Depreciation (note 4)
|
|
|
21,911
|
|
|
|
34,600
|
|
|
|
10,910
|
|
|
|
11,001
|
|
Part XII.6 taxes (note 13)
|
|
|
129,478
|
|
|
|
-
|
|
|
|
95,848
|
|
|
|
-
|
|
Foreign currency translation loss (gain)
|
|
|
100,612
|
|
|
|
93,180
|
|
|
|
47,376
|
|
|
|
(10,138
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Expenses
|
|
|
1,586,999
|
|
|
|
1,435,499
|
|
|
|
970,124
|
|
|
|
852,048
|
|
Net Loss From Operations
|
|
|
(1,586,999
|
)
|
|
|
(1,435,499
|
)
|
|
|
(970,124
|
)
|
|
|
(852,048
|
)
|
Other Income (Expenses)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment income
|
|
|
-
|
|
|
|
561
|
|
|
|
-
|
|
|
|
280
|
|
Change in value of warrant liability (note 10)
|
|
|
111,049
|
|
|
|
513,110
|
|
|
|
53,883
|
|
|
|
(120,396
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss
|
|
$
|
(1,475,950
|
)
|
|
$
|
(921,828
|
)
|
|
$
|
(916,241
|
)
|
|
$
|
(972,164
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized loss from marketable securities
|
|
|
-
|
|
|
|
(3,049
|
)
|
|
|
-
|
|
|
|
(4,225
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive Loss
|
|
$
|
(1,475,950
|
)
|
|
$
|
(924,877
|
)
|
|
$
|
(916,241
|
)
|
|
$
|
(976,389
|
)
|
Loss per share – basic and diluted
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
Weighted average shares outstanding – basic and diluted (note 11)
|
|
|
400,421,842
|
|
|
|
333,137,168
|
|
|
|
460,995,711
|
|
|
|
343,189,001
|
|
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.
Energizer Resources Inc.
Unaudited Condensed Consolidated Interim Statements of Cash Flows
(Expressed in US Dollars)
|
|
Six months ended
December 31, 2016
|
|
|
Six months ended
December 31, 2015
|
|
Operating Activities
|
|
|
|
|
|
|
Net Loss
|
|
$
|
(1,475,950
|
)
|
|
$
|
(921,828
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
21,911
|
|
|
|
34,600
|
|
Change in value of warrant derivative liability
|
|
|
(111,049
|
)
|
|
|
(513,110
|
)
|
Stock-based compensation
|
|
|
-
|
|
|
|
331,491
|
|
|
|
|
|
|
|
|
|
|
Change in non-cash working capital:
|
|
|
|
|
|
|
|
|
Amounts receivable and prepaid expenses
|
|
|
(83,894
|
)
|
|
|
(393
|
)
|
Accounts payable and accrued liabilities
|
|
|
(67,520
|
)
|
|
|
(81,779
|
)
|
Contingency provision
|
|
|
(6,136
|
)
|
|
|
(18,629
|
)
|
|
|
|
|
|
|
|
|
|
Net cash used in operating activities
|
|
|
(1,722,638
|
)
|
|
|
(1,169,648
|
)
|
|
|
|
|
|
|
|
|
|
Investing Activities
|
|
|
|
|
|
|
|
|
Loan to related party
|
|
|
-
|
|
|
|
76,450
|
|
Equipment Purchases
|
|
|
(21,748
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by investing activities
|
|
|
(21,748
|
)
|
|
|
76,450
|
|
|
|
|
|
|
|
|
|
|
Financing Activities
|
|
|
|
|
|
|
|
|
Proceeds from issuance of common stock
|
|
|
5,177,885
|
|
|
|
530,673
|
|
Common stock issue costs
|
|
|
(370,671
|
)
|
|
|
(31,942
|
)
|
|
|
|
|
|
|
|
|
|
Net cash provided by financing activities
|
|
|
4,807,214
|
|
|
|
498,731
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
3,062,828
|
|
|
|
(594,467
|
)
|
Cash and cash equivalents ‑ beginning of period
|
|
|
544,813
|
|
|
|
779,118
|
|
Cash and cash equivalents ‑ end of period
|
|
$
|
3,607,641
|
|
|
$
|
184,651
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosures:
|
|
|
|
|
|
|
|
|
Interest Received
|
|
$
|
-
|
|
|
$
|
559
|
|
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.
Energizer Resources Inc.
Unaudited Condensed Consolidated Interim Statement of Stockholder's Equity (Deficiency)
(Expressed in US Dollars)
|
|
Shares
#
|
|
|
Common Stock
$
|
|
|
Additional Paid-In
Capital
$
|
|
|
Accumulated Comprehensive Income (Loss)
$
|
|
|
Accumulated Deficit
$
|
|
|
Total
$
|
|
Balance ‑ June 30, 2015
|
|
|
309,384,670
|
|
|
|
309,385
|
|
|
|
91,614,714
|
|
|
|
(4,323
|
)
|
|
|
(92,327,034
|
)
|
|
|
(407,258
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of Special Warrants into common shares
|
|
|
20,550,998
|
|
|
|
20,551
|
|
|
|
(20,551
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Private placement of common shares subscribed
|
|
|
14,200,000
|
|
|
|
14,200
|
|
|
|
516,473
|
|
|
|
-
|
|
|
|
-
|
|
|
|
530,673
|
|
Cost of issue of private placement of common shares subscribed
|
|
|
-
|
|
|
|
-
|
|
|
|
(31,942
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(31,942
|
)
|
Stock‑based compensation
|
|
|
-
|
|
|
|
-
|
|
|
|
331,491
|
|
|
|
-
|
|
|
|
-
|
|
|
|
331,491
|
|
Unrealized loss on marketable securities
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(3,049
|
)
|
|
|
-
|
|
|
|
(3,049
|
)
|
Net loss for the period
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(921,828
|
)
|
|
|
(921,828
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance ‑ December 31, 2015
|
|
|
344,135,668
|
|
|
|
344,136
|
|
|
|
92,410,185
|
|
|
|
(7,372
|
)
|
|
|
(93,248,862
|
)
|
|
|
(501,913
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Private placement of common shares subscribed
|
|
|
6,437,900
|
|
|
|
6,438
|
|
|
|
322,539
|
|
|
|
-
|
|
|
|
-
|
|
|
|
328,977
|
|
Private placement of common shares subscribed
|
|
|
3,207,857
|
|
|
|
3,208
|
|
|
|
169,425
|
|
|
|
-
|
|
|
|
-
|
|
|
|
172,633
|
|
Private placement of common shares subscribed
|
|
|
11,150,000
|
|
|
|
11,150
|
|
|
|
771,580
|
|
|
|
-
|
|
|
|
-
|
|
|
|
782,730
|
|
Cost of issue of private placement of common shares subscribed
|
|
|
-
|
|
|
|
-
|
|
|
|
(19,615
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(19,615
|
)
|
Gain on marketable securities
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
480
|
|
|
|
-
|
|
|
|
480
|
|
Reclassified loss to profit or loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
6,892
|
|
|
|
-
|
|
|
|
6,892
|
|
Net loss for the period
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(711,885
|
)
|
|
|
(711,885
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance ‑ June 30, 2016
|
|
|
364,931,425
|
|
|
|
364,932
|
|
|
|
93,654,114
|
|
|
|
-
|
|
|
|
(93,960,747
|
)
|
|
|
58,299
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Private placement of common shares subscribed
|
|
|
96,064,286
|
|
|
|
96,064
|
|
|
|
5,081,821
|
|
|
|
-
|
|
|
|
-
|
|
|
|
5,177,885
|
|
Cost of issue of private placement of common shares subscribed
|
|
|
-
|
|
|
|
-
|
|
|
|
(370,671
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(370,671
|
)
|
Net loss for the period
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,475,950
|
)
|
|
|
(1,475,950
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance ‑ December 31, 2016
|
|
|
460,995,711
|
|
|
|
460,996
|
|
|
|
98,365,264
|
|
|
|
-
|
|
|
|
(95,436,697
|
)
|
|
|
3,389,563
|
|
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.
1.
Nature of Operations and Going Concern
Energizer Resources Inc. (the "Company") is incorporated in the State of Minnesota, USA and has a fiscal year end of June 30. The Company's principal business is the acquisition, exploration and development of mineral resources. The Company has yet to generate revenue from mining operations or pay dividends and is unlikely to do so in the immediate or foreseeable future.
During fiscal 2008, the Company incorporated Energizer Resources (Mauritius) Ltd. ("ERMAU"), a Mauritius subsidiary, and Energizer Resources Madagascar Sarl. ("ERMAD"), a Madagascar subsidiary of ERMAU. During fiscal 2009, the Company incorporated THB Ventures Ltd. ("THB"), a Mauritius subsidiary of ERMAU, and Energizer Resources Minerals Sarl. ("ERMIN"), a Madagascar subsidiary of THB, which holds the 100% ownership interest of the Green Giant Property in Madagascar (see note 5). During fiscal 2012, the Company incorporated Madagascar‑ERG Joint Venture (Mauritius) Ltd. ("ERGJVM"), a Mauritius subsidiary of ERMAU, and ERG (Madagascar) Sarl. ("ERGMAD"), a Madagascar subsidiary of ERGJVM, which holds the Malagasy Joint Venture Ground (see note 5). During fiscal 2014, the Company incorporated 2391938 Ontario Inc., an Ontario, Canada subsidiary.
As of December 31, 2016, the Company had accumulated losses of $95,436,697 (June 30, 2016: $93,960,747) and as such, there is substantial doubt regarding the Company's ability to continue as a going concern.
These unaudited condensed consolidated interim financial statements have been prepared on a going concern basis, which assumes that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity or debt financing to continue operations, the Company's ability to attract joint venture partners and off‑take contracts and the attainment of profitable operations. These unaudited condensed consolidated interim financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
Energizer Resources Inc.
Notes to Unaudited Condensed Consolidated Interim Financial Statements
For the six month periods ended December 31, 2016 and 2015
(Expressed in US Dollars)
2.
Significant Accounting Policies
Unaudited Condensed Consolidated Interim Financial Statements
These unaudited condensed consolidated interim financial statements have been prepared on the same basis as the annual consolidated financial statements and should be read in conjunction with those annual financial statements filed on Form 10‑K for the year ended June 30, 2016.
In the opinion of management, these unaudited condensed consolidated interim financial statements reflect adjustments, necessary to present fairly the Company's financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.
Principals of Consolidation and Basis of Presentation
These unaudited condensed consolidated interim financial statements are presented in accordance with accounting principles generally accepted in the United States ("U.S. GAAP"). These unaudited condensed consolidated interim financial statements include the accounts of Energizer Resources Inc. and its wholly‑owned subsidiaries, Energizer Resources (Mauritius) Ltd., THB Ventures Ltd., Energizer Resources Madagascar Sarl, Energizer Resources Minerals Sarl, Madagascar‑ERG Joint Venture (Mauritius) Ltd., ERG (Madagascar) Sarl and 2391938 Ontario Inc.
All inter‑company balances and transactions have been eliminated on consolidation.
Use of Estimates
The preparation of these unaudited condensed consolidated interim financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of these unaudited condensed consolidated interim financial statements and the reported amounts of revenues and expenses during the period. On an ongoing basis, management evaluates its judgments and estimates in relation to assets, liabilities, revenue and expenses. Management uses past experience and other factors as the basis for its judgments and estimates. Actual results may differ from those estimates. The impacts of estimates are pervasive throughout these unaudited condensed consolidated interim financial statements and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and the revision affects current and future periods. Areas where significant estimates and assumptions are used include: the binomial valuation of the warrant liability, the Black‑Scholes valuation of warrants and stock options, the valuation recorded for future income taxes and the assumption that the Company will receive title to the properties after the Madagascar political situation stabilizes.
Energizer Resources Inc.
Notes to Unaudited Condensed Consolidated Interim Financial Statements
For the six month periods ended December 31, 2016 and 2015
(Expressed in US Dollars)
3.
Recent Accounting Pronouncements Potentially Affecting The Company
The following are recent FASB accounting pronouncements, which may have an impact on the Company's future consolidated financial statements.
·
|
"Presentation of Financial Statements Going Concern (ASC Topic 205‑40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern ("ASU 2014‑15") was issued during August 2014. FASB issued guidance on how to account for and disclose going concern risks. This guidance is effective for annual periods beginning after December 15, 2016.
|
·
|
"Leases" (ASU 2016-02) was issued during February 2016. This update will require organizations that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. The new guidance will also require additional disclosure about the amount, timing and uncertainty of cash flows arising from leases. This guidance is effective for annual and interim periods beginning after December 15, 2018.
|
·
|
"Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting" (ASU 2016-09) was issued in March 2016. This new standard provided guidance for the simplification of several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. This standard is effective for annual periods beginning after December 15, 2016.
|
·
|
"Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments" ("ASU 2016-15") was issued in August 2016. This update addresses several specific cash flow issues with the objective of reducing the existing diversity in practice.
|
The Company continues to evaluate the impact of ASU 2014‑15, ASU 2016-02, ASU 2016-09, and ASU 2016-15 on its unaudited condensed consolidated interim financial statements.
Energizer Resources Inc.
Notes to Unaudited Condensed Consolidated Interim Financial Statements
For the six month periods ended December 31, 2016 and 2015
(Expressed in US Dollars)
4.
Equipment
For the six month period ended December 31, 2016, the Company incurred depreciation expenses totaling $21,911 (December 31, 2015: $34,600) resulting in the full depreciation of the underlying equipment and its derecognition since no future economic benefits are expected from use or disposal. For the three month period ended December 31, 2016, the Company incurred depreciation expenses totaling $10,910 (December 31, 2015: $11,001).
During the period, the Company acquired metallurgical testing equipment valued at $21,748 (December 31, 2015: $nil).
|
Equipment
Cost
$
|
Less: Accumulated
Depreciation
$
|
Net Book
Value
$
|
|
|
|
|
Balance June 30, 2015
|
195,561
|
117,048
|
78,513
|
|
|
|
|
Depreciation expense
|
-
|
34,600
|
-
|
|
|
|
|
Balance December 31, 2015
|
195,561
|
151,648
|
43,913
|
|
|
|
|
Depreciation expense
|
-
|
22,002
|
-
|
|
|
|
|
Balance June 30, 2016
|
195,561
|
173,650
|
21,911
|
|
|
|
|
Depreciation expense
|
-
|
21,911
|
-
|
Derecognition of equipment
|
(195,561)
|
(195,561)
|
-
|
Acquisition of metallurgical equipment
|
21,748
|
-
|
-
|
|
|
|
|
Balance December 31, 2016
|
21,748
|
-
|
21,748
|
Energizer Resources Inc.
Notes to Unaudited Condensed Consolidated Interim Financial Statements
For the six month periods ended December 31, 2016 and 2015
(Expressed in US Dollars)
5.
Mineral Properties
Molo Graphite Property, Southern Madagascar Region, Madagascar
On December 14, 2011 the Company entered into a Definitive Joint Venture Agreement ("JVA") with Malagasy Minerals Limited ("Malagasy"), a public company listed on the Australian Stock Exchange, to acquire a 75% interest in a property package for the exploration and development of industrial minerals, including graphite, vanadium and 25 other minerals. The land position consists of 2,119 permits covering 827.7 square kilometers and is mostly adjacent towards the south and east with the Company's 100% owned Green Giant Property. Pursuant to the JVA, the Company paid $2,261,690 and issued 7,500,000 common shares that were valued at $1,350,000.
On April 16, 2014, the Company signed a Sale and Purchase Agreement and a Mineral Rights Agreement (together "the Agreements") with Malagasy to acquire the remaining 25% interest. Pursuant to the Agreements, the Company paid $364,480 (CAD$400,000), issued 2,500,000 common shares subject to a 12 month voluntary vesting period that were valued at $325,000 and issued 3,500,000 common share purchase warrants, which were valued at $320,950 using Black‑Scholes, with an exercise price of $0.14 and an expiry date of April 15, 2019. On May 20, 2015 and upon completion of a bankable feasibility study ("BFS") for the Molo Graphite Property, the Company paid $546,000 (CAD$700,000) and issued 1,000,000 common shares, which were valued at $100,000.
Malagasy retains a 1.5% net smelter return royalty ("NSR") on the property. A further cash payment of approximately $720,900 (CAD$1,000,000) will be due within five days of the commencement of commercial production.
The Company also acquired a 100% interest in the industrial mineral rights additional claim blocks covering 10,811 hectares adjoining the east side of the Molo Graphite Property.
Green Giant Property, Southern Madagascar Region, Madagascar
In 2007, the Company entered into a joint venture agreement with Madagascar Minerals and Resources Sarl ("MMR") to acquire a 75% interest in the Green Giant Property. Pursuant to the agreement, the Company paid $765,000 in cash, issued 2,500,000 common shares and issued 1,000,000 common share purchase warrants, which have now expired.
On July 9, 2009, the Company acquired the remaining 25% interest by paying $100,000. MMR retains a 2% NSR. The first 1% NSR can be acquired at the Company's option by paying $500,000 in cash or common shares and the second 1% NSR can be acquired at the Company's option by paying $1,000,000 in cash or common shares.
On April 16, 2014, the Company signed a Joint Venture Agreement with Malagasy, whereby Malagasy acquired a 75% interest in non‑industrial minerals on the Company's 100% owned Green Giant Property. On May 21, 2015, Malagasy terminated the Joint Venture Agreement, which as a result, the Company reverted to its original 100% interest in all minerals on the property.
Sagar Property, Labrador Trough Region, Quebec, Canada
In 2006, the Company purchased from Virginia Mines Inc. ("Virginia") a 100% interest in 369 claims located in northern Quebec, Canada. Virginia retains a 2% net smelter return royalty ("NSR") on certain claims within the property. Other unrelated parties also retain a 1% NSR and a 0.5% NSR on certain claims within the property, of which half of the 1% NSR can be acquired by the Company by paying $200,000 and half of the 0.5% NSR can be acquired by the Company by paying $100,000.
On February 28, 2014, the Company signed an agreement to sell a 35% interest in the Sagar property to Honey Badger Exploration Inc. ("Honey Badger"), a public company that is a related party through common management. The terms of the agreement were subsequently amended on July 31, 2014 and again on May 8, 2015. To earn the 35% interest, Honey Badger was required to complete a payment of $36,045 (CAD$50,000) by December 31, 2015, incur exploration expenditures of $360,450 (CAD$500,000) by December 31, 2016 and issue 20,000,000 common shares to the Company by December 31, 2015. Honey Badger did not complete the earn-in requirements by December 31, 2015 resulting in the termination of the option agreement.
Energizer Resources Inc.
Notes to Unaudited Condensed Consolidated Interim Financial Statements
For the six month periods ended December 31, 2016 and 2015
(Expressed in US Dollars)
6.
Related Party Transactions and Balances
The Company had related party transactions during the period. Parties are related if one party has the direct or indirect ability to control or exercise significant influence over the other party in making operating and financial decisions. Parties are also related if they are subject to common control or common significant influence. Related parties include corporate entities, members of the Board of Directors and certain key management as well as companies controlled by these individuals.
A transaction is considered to be a related party transaction when there is a transfer of economic resources or financial obligations between related parties. Related party transactions that are in the normal course of business and have commercial substance are measured at the fair value.
The following related party transactions occurred during the six-month period ended December 31, 2016:
a)
|
The Company incurred $266,348 in payroll, management and consulting fees incurred directly to directors and officers or companies under their control (December 31, 2015: $268,519).
|
b)
|
The Company incurred $nil in general and administrative costs (December 31, 2015: $44,400) from a public company related by common management, Red Pine Exploration Inc. (TSX.V: "RPX").
|
The following related party transactions balances existed as of December 31, 2016:
a)
|
The accounts payable balance for payroll, management and consulting fees owed to directors and officers or companies under their control was $32,800 at the end of the period (June 30, 2016: $42,000).
|
b)
|
The prepaid payroll balance for payroll expenditures paid to officers was $17,834 at the end of the period (June 30, 2016: $nil)
|
Energizer Resources Inc.
Notes to Unaudited Condensed Consolidated Interim Financial Statements
For the six month periods ended December 31, 2016 and 2015
(Expressed in US Dollars)
7.
Common Stock and Additional Paid‑in Capital
The authorized share capital of the Company is 650,000,000 shares with a $0.001 par value. As of December 31, 2016, the Company had 460,995,711 common shares issued and outstanding (June 30, 2016: 364,931,425).
The Company issued the following common shares during the period ended December 31, 2016:
(a)
|
On August 18, 2016, the Company closed a non-brokered private placement offering of 96,064,286 common shares at a price of $0.05 (CAD$0.07) for aggregate gross proceeds of $5,177,885 (CAD$6,724,500). The share issue costs totaled $370,671 for this issuance.
|
Energizer Resources Inc.
Notes to Unaudited Condensed Consolidated Interim Financial Statements
For the six month periods ended December 31, 2016 and 2015
(Expressed in US Dollars)
8.
Stock Options
The Company's stock option plan is restricted to a maximum of 43,000,000 stock options.
As of December 31, 2016 there were 29,825,000 stock options outstanding with a weighted average exercise price of $0.16 and an expiration of 2.43 years. All the stock options vested on their grant date.
The following is a schedule of the Company's outstanding common stock purchase options for the six months ending December 31, 2016:
Grant
Date
|
Expiration
Date
|
|
Exercise
Price
|
|
|
Balance
Outstanding
June 30, 2016
|
|
|
Balance
Outstanding
December 31, 2016
|
|
July 1, 2011
|
July 1, 2016
|
|
$
|
0.30
|
|
|
|
3,300,000
|
|
|
|
-
|
|
July 12, 2012
|
July 13, 2016
|
|
$
|
0.29
|
|
|
|
1,650,000
|
|
|
|
-
|
|
October 24, 2011
|
October 24, 2016
|
|
$
|
0.20
|
|
|
|
1,640,000
|
|
|
|
-
|
|
December 1, 2011
|
December 1, 2016
|
|
$
|
0.21
|
|
|
|
1,785,000
|
|
|
|
-
|
|
March 7, 2012
|
March 4, 2017
|
|
$
|
0.28
|
|
|
|
4,900,000
|
|
|
|
3,480,000
|
|
May 23, 2012
|
May 23, 2017
|
|
$
|
0.23
|
|
|
|
180,000
|
|
|
|
180,000
|
|
February 27, 2013
|
February 27, 2018
|
|
$
|
0.21
|
|
|
|
4,900,000
|
|
|
|
4,100,000
|
|
July 9, 2013
|
July 9, 2018
|
|
$
|
0.11
|
|
|
|
1,080,000
|
|
|
|
910,000
|
|
September 19, 2013
|
July 19, 2018
|
|
$
|
0.15
|
|
|
|
675,000
|
|
|
|
450,000
|
|
October 9, 2013
|
October 9, 2018
|
|
$
|
0.13
|
|
|
|
250,000
|
|
|
|
250,000
|
|
January 10, 2014
|
January 10, 2019
|
|
$
|
0.18
|
|
|
|
4,400,000
|
|
|
|
4,400,000
|
|
July 3, 2014
|
July 3, 2019
|
|
$
|
0.15
|
|
|
|
4,275,000
|
|
|
|
3,125,000
|
|
February 26, 2015
|
February 26, 2020
|
|
$
|
0.20
|
|
|
|
4,430,000
|
|
|
|
4,430,000
|
|
December 22, 2015
|
December 22, 2020
|
|
$
|
0.06
|
|
|
|
8,500,000
|
|
|
|
8,500,000
|
|
Total Outstanding
|
|
|
|
|
|
|
|
41,965,000
|
|
|
|
29,825,000
|
|
The following is a continuity schedule of the Company's outstanding common stock purchase options from prior periods:
|
Weighted-Average
Exercise Price ($)
|
Number of
Stock Options
|
Outstanding as of June 30, 2015
|
0.22
|
35,365,000
|
Granted
|
0.06
|
8,500,000
|
Exercised
|
-
|
-
|
Expired
|
0.23
|
(1,900,000)
|
|
|
|
Outstanding as of June 30, 2016
|
0.18
|
41,965,000
|
Granted
|
-
|
-
|
Exercised
|
-
|
-
|
Expired
|
0.24
|
(12,140,000)
|
|
|
|
Outstanding as of December 31, 2016
|
0.16
|
29,825,000
|
Energizer Resources Inc.
Notes to Unaudited Condensed Consolidated Interim Financial Statements
For the six month periods ended December 31, 2016 and 2015
(Expressed in US Dollars)
9.
Warrants
As of December 31, 2016, there were 60,263,289 common share purchase warrants outstanding with a weighted average exercise price of $0.12 and an expiration of 0.66 years.
The following is a schedule of the Company's outstanding common stock purchase warrants for the six months ending on December 31, 2016:
Issued
Date
|
Expiration
Date
|
|
Exercise
Price
|
|
|
|
Balance
Outstanding
June 30, 2016
|
|
|
Balance
Outstanding
December 31, 2016
|
|
September 26, 2014
|
September 26, 2016
|
|
$
|
0.14
|
|
|
|
|
1,928,571
|
|
|
|
-
|
|
November 15, 2012
|
November 15, 2016
|
|
$
|
0.18
|
|
|
|
|
2,903,571
|
|
|
|
-
|
|
December 30, 2014
|
December 30, 2016
|
|
$
|
0.12
|
|
|
|
|
147,000
|
|
|
|
-
|
|
January 14, 2014
|
January 14, 2017
|
|
$
|
0.14
|
|
(a)
|
|
|
29,152,033
|
|
|
|
29,152,033
|
|
January 31, 2014
|
January 31, 2017
|
|
$
|
0.14
|
|
(a)
|
|
|
590,000
|
|
|
|
590,000
|
|
October 7, 2015
|
October 6, 2017
|
|
$
|
0.07
|
|
|
|
|
7,100,000
|
|
|
|
7,100,000
|
|
July 31, 2015
|
May 4, 2018
|
|
$
|
0.14
|
|
|
|
|
10,275,499
|
|
|
|
10,275,499
|
|
February 4, 2016
|
February 4, 2018
|
|
$
|
0.11
|
|
|
|
|
6,437,900
|
|
|
|
6,437,900
|
|
April 11, 2016
|
April 11, 2018
|
|
$
|
0.11
|
|
|
|
|
3,207,857
|
|
|
|
3,207,857
|
|
June 23, 2014
|
April 15, 2019
|
|
$
|
0.14
|
|
|
|
|
3,500,000
|
|
|
|
3,500,000
|
|
Total Outstanding
|
|
|
|
|
|
|
|
|
65,242,431
|
|
|
|
60,263,289
|
|
(a)
|
These warrants were issued at a $0.18 CAD exercise price.
|
The following is the continuity schedule of the Company's common share purchase warrants from prior periods:
|
Weighted-Average
Exercise Price ($)
|
|
Number of
Warrants
|
Outstanding as of June 30, 2015
|
0.10
|
*
|
63,618,917
|
Issued
|
0.11
|
|
27,021,256
|
Exercised
|
-
|
|
(20,550,998)
|
Expired
|
0.12
|
*
|
(4,846,744)
|
|
|
|
|
Outstanding as of June 30, 2016
|
0.13
|
*
|
65,242,431
|
Issued
|
-
|
|
-
|
Exercised
|
-
|
|
-
|
Expired
|
0.16
|
|
(4,979,142)
|
|
|
|
|
Outstanding as of December 31, 2016
|
0.12
|
*
|
60,263,289
|
* Amount represents the converted USD exercise price
Energizer Resources Inc.
Notes to Unaudited Condensed Consolidated Interim Financial Statements
For the six month periods ended December 31, 2016 and 2015
(Expressed in US Dollars)
10.
Warrant Derivative
The warrants expiring in January 2017 were issued in a currency other than the Company's functional currency and therefore, in accordance with ASC 815
Derivatives and Hedging
, are considered a derivative instrument and recorded on the balance sheet as a warrant liability. The fair value of the warrant liability was estimated on the date of issue and is re-measured at each reporting period using a binomial model until expiration or exercise of the underlying warrants.
For the six month period ended December 31, 2016, the Company recorded a gain in the fair value of the derivative warrant liability of $111,049 (December 31, 2015: gain of $513,110). For the three month period ended December 31, 2016, the Company recorded a gain in the fair value of the derivative warrant liability of $53,883 (December 31, 2015: loss of $120,396).
The fair value of the warrant liability was estimated using the following model inputs on the following valuation dates:
|
|
Year-Ended
June 30, 2016
|
|
|
Period-Ended
December 31, 2016
|
|
|
|
|
|
|
|
|
Exercise price
|
|
$
|
0.14
|
|
|
$
|
0.13
|
|
Risk free rate
|
|
|
0.50
|
%
|
|
|
0.73
|
%
|
Expected volatility
|
|
|
88
|
%
|
|
|
81
|
%
|
Expected dividend yield
|
|
Nil
|
|
|
Nil
|
|
Expected life (in years)
|
|
|
0.55
|
|
|
|
0.08
|
|
Opening balance, derivative warrant liability
|
|
$
|
844,851
|
|
|
$
|
111,049
|
|
Gain on change in fair value of derivative warrant liability
|
|
|
(733,802
|
)
|
|
|
(111,049
|
)
|
Ending balance, derivative warrant liability
|
|
$
|
111,049
|
|
|
$
|
-
|
|
Energizer Resources Inc.
Notes to Unaudited Condensed Consolidated Interim Financial Statements
For the six month periods ended December 31, 2016 and 2015
(Expressed in US Dollars)
11.
Loss Per Share
Basic and diluted loss per share is computed using the weighted average number of common shares outstanding during the reporting period. Diluted loss per share and the weighted average number of shares of common stock excludes all potentially dilutive shares since their effect is anti‑dilutive.
As of December 31, 2016, there was a total of 90,088,289 potentially dilutive warrants and options outstanding (June 30, 2016: 107,207,431).
Energizer Resources Inc.
Notes to Unaudited Condensed Consolidated Interim Financial Statements
For the six month periods ended December 31, 2016 and 2015
(Expressed in US Dollars)
12.
Segmented Reporting
The Company operates one operating segment, which is the acquisition, exploration and development of mineral resources in Madagascar. No revenue has been generated by any mineral resource properties. Limited amounts of cash and equipment are currently held in Madagascar. Substantially all of the remaining assets are held in Canada. The Company's President and Chief Executive Officer and Chief Financial Officer are the operating decision‑makers and direct the allocation of resources to its geographic segments.
The following is the segmented information by geographic region:
Mineral Exploration Expense
|
Madagascar
$
|
Canada
$
|
Total
$
|
Three month period ended December 31, 2016
|
493,383
|
28,912
|
522,295
|
Six month period ended December 31, 2016
|
773,132
|
62,270
|
835,402
|
Three month period ended December 31, 2015
|
174,525
|
9,172
|
183,697
|
Six month period ended December 31, 2015
|
311,754
|
48,902
|
360,656
|
Cash and Equivalents
|
Madagascar
$
|
Canada
$
|
Total
$
|
As of December 31, 2016
|
31,095
|
3,576,546
|
3,607,641
|
As of June 30, 2016
|
29,239
|
515,574
|
544,813
|
13.
Contingency Provision and Legal Settlement
(a)
|
During fiscal 2014, the Company issued 17,889,215 flow-through shares to eligible Canadian taxpayer subscribers with contractual commitments for the Company to incur $3,812,642 in eligible Canadian Exploration Expenditures ("CEEs") by December 31, 2014 as per the provision of the Income Tax Act of Canada. The CEEs were renounced as a tax credit to the flow-through share subscribers on December 31, 2013. As at December 31, 2014, the Company had unfulfilled CEE obligations. During the year ended June 30, 2015, the Company recorded a contingent provision for the Part XII.6 taxes and related penalties for the indemnification liability to subscribers for taxes and penalties related to the CEE renunciation shortfall. During the period ended December 31, 2016, the Company paid $129,478 (2015: $nil) in Part XII.6 taxes related to a revised estimated of the CEE renunciation shortfall and maintained the existing contingent provision amount for the indemnification liability to subscribers for taxes and penalties. During the period ended December 31, 2016, the contingent provision was adjusted due to foreign exchange fluctuations to $176,606.
|
(b)
|
On July 30, 2016, the Company concluded a legal settlement with the Company's former Chief Financial Officer, whereby a severance of $34,457 (CAD$44,750) was awarded and paid in full.
|