IDENTITY
OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not
applicable.
OFFER
STATISTICS AND EXPECTED TIMETABLE
Not
applicable.
The
following selected financial and other data summarize our
historical financial information. We derived the selected balance
sheet information as of December 31, 2018, 2017, 2016, and 2015,
and the selected statement of operations information for the years
ended December 31, 2018, 2017, 2016, and 2015 from our audited
financial statements as of those dates. The consolidated financial
statements were prepared in accordance with International Financial
Reporting Standards (“IFRS”) issued by the
International Accounting Standards Board, which differ in certain
respects from the principles we would have followed had our
consolidated financial statements been prepared in accordance with
generally accepted accounting principles in the United States
(“U.S. GAAP”).
The
information in the following tables should be read in conjunction
with the information appearing under the heading
“
Item 5. Operating and
Financial Review and Prospects
” and our audited annual
financial statements under the heading “
Item 18. Financial
Statements
”.
Statement of
Operations
|
|
|
|
|
Revenue
|
$
—
|
$
—
|
$
—
|
$
—
|
Net income
(loss)
|
(18,184,468
)
|
(18,592,981
)
|
(2,007,305
)
|
(7,822,531
)
|
Comprehensive
income (loss)
|
(18,196,628
)
|
(18,580,821
)
|
(2,007,305
)
|
(7,822,531
)
|
Basic net (loss)
income per share
|
(0.23
)
|
(0.33
)
|
(0.05
)
|
(0.25
)
|
Diluted net (loss)
income per share
|
(0.23
)
|
(0.33
)
|
(0.05
)
|
(0.25
)
|
|
|
|
|
|
Balance Sheet
Data
|
2018
|
2017
|
2016
|
2015
|
Total
Asset
|
$
9,264,205
|
$
18,368,843
|
$
27,828,109
|
$
27,302,836
|
Share
Capital
|
$
173,819,546
|
$
165,862,805
|
$
156,529,025
|
$
153,281,631
|
Number of Shares
(as adjusted to reflect changes in capital)
|
95,316,127
|
74,721,790
|
48,076,530
|
34,274,740
|
Total
liabilities
|
$
10,023,943
|
$
9,681,322
|
$
11,032,616
|
$
12,023,867
|
Total
shareholders’ equity
|
$
(759,738
)
|
$
8,687,521
|
$
16,795,493
|
$
15,278,969
|
|
|
|
|
|
Capitalization
and Indebtedness
Not
applicable.
Reasons
for the Offer and Use of Proceeds
Not
applicable.
This
section describes some of the risks and uncertainties faced by us.
An investment in our Company involves a high degree of risk. You
should carefully consider the risks described below and the risks
described elsewhere in this Annual Report when making an investment
decision related to our Company. We believe the risk factors
summarized below are most relevant to our business. These are
factors that, individually or in the aggregate, could cause our
actual results to differ significantly from anticipated or
historical results. The occurrence of any of the risks could harm
our business and cause you to lose all or part of your investment.
However, you should understand that it is not possible to predict
or identify all such factors. The risks and uncertainties described
and discussed below and elsewhere in this Annual Report are not the
only risks and uncertainties that we face. Additional risks and
uncertainties not presently known to us or that we currently deem
immaterial may also impair our business operations. If any of these
risks actually occurs, our business, financial condition and
results of operations would suffer. The risks discussed below also
include forward-looking statements, and our actual results may
differ substantially from those discussed in these forward- looking
statements. See the discussion under the heading
“
Cautionary Note Regarding
Forward-Looking Statements
” at the beginning of this
Annual Report for more detail.
Except
as required by law, we undertake no obligation to publicly update
forward-looking statements, whether as a result of new information,
future events, or otherwise.
We have a history of net losses and do not anticipate having
positive cash flow in the foreseeable future.
We have
not received any material revenue or net profit to date.
Exploration and development of mineral properties requires large
amounts of capital and usually results in accounting losses for
many years before profitability is achieved, if ever. We have
incurred losses and negative operating cash flow during our most
recently completed financial year and for the current financial
year to date. We believe that commercial mining activity is
warranted on our Gibellini and Pulacayo Projects. Even if we
undertake future development activity on any of our properties,
there is no certainty that we will produce revenue, operate
profitably or provide a return on investment in the future. The
exploration of our properties depends on our ability to obtain
additional required financing. There is no assurance that we will
be successful in obtaining the required financing, which could
cause us to postpone our exploration plans or result in the loss or
substantial dilution of our interest in our
properties.
We will need a significant amount of capital to carry out our
proposed business plan. Unless we are able to raise sufficient
funds, we may be forced to discontinue our operations.
We are
in the exploration stage and will likely operate at a loss until
our business becomes established. We will require additional
financing in order to fund future operations. Our ability to secure
any required financing in order to commence and sustain our
operations will depend in part upon prevailing capital market
conditions as well as our business success. There can be no
assurance that we will be successful in our efforts to secure any
additional financing on terms satisfactory to our management. If
additional financing is raised by issuing common shares, control
may change and shareholders may suffer additional dilution. If
adequate funds are not available or they are unavailable on
acceptable terms, we may be required to scale back our business
plan or cease operating.
Our mineral exploration efforts are highly speculative in nature
and may be unsuccessful.
The
exploration for and development of minerals involve significant
risks, which even a combination of careful evaluation, experience
and knowledge may not eliminate. Few properties which are explored
are ultimately developed into producing mines. There can be no
guarantee that the estimates of quantities and qualities of
minerals disclosed will be economically recoverable. With all
mining operations there is uncertainty and, therefore, risk
associated with operating parameters and costs resulting from the
scaling up of extraction methods tested in pilot conditions.
Mineral exploration is speculative in nature and there can be no
assurance that any minerals discovered will result in an increase
in our resource base.
Our
operations are subject to all of the hazards and risks normally
encountered in the exploration, development and production of
minerals. These include unusual and unexpected geological
formations, rock falls, seismic activity, flooding and other
conditions involved in the extraction of material, any of which
could result in damage to, or destruction of, mines and other
producing facilities, damage to life or property, environmental
damage and possible legal liability. Although precautions to
minimize risk will be taken, operations are subject to hazards that
may result in environmental pollution and consequent liability that
could have a material adverse impact on our business, operations
and financial performance.
Substantial
expenditures are required to establish ore reserves through
drilling, to develop metallurgical processes to extract the metal
from the ore and, in the case of new properties, to develop the
mining and processing facilities and infrastructure at any site
chosen for mining. Although substantial benefits may be derived
from the discovery of a major mineralized deposit, no assurance can
be given that minerals will be discovered in sufficient quantities
to justify commercial operations or that funds required for
development can be obtained on a timely basis. The economics of
developing vanadium, silver, coal and other mineral properties is
affected by many factors including the cost of operations,
variations in the grade of ore mined, fluctuations in metal
markets, costs of processing equipment and such other factors such
as government regulations, including regulations relating to
royalties, allowable production, importing and exporting of
minerals and environmental protection. The remoteness and
restrictions on access of properties in which we have an interest
will have an adverse effect on profitability as a result of higher
infrastructure costs. There are also physical risks to the
exploration personnel working in the terrain in which our
properties are located, often in poor climate
conditions.
Our
long-term commercial success depends on our ability to find,
acquire, develop and commercially produce vanadium, silver, coal
and other minerals. No assurance can be given that we will be able
to locate satisfactory properties for acquisition or participation.
Moreover, if such acquisitions or participations are identified, we
may determine that current markets, terms of acquisition and
participation or pricing conditions make such acquisitions or
participations uneconomic.
We have
no history of profitable commercial vanadium, silver, coal or metal
production from our mineral exploration properties and there can be
no assurance that we will successfully establish mining operations
or profitably produce vanadium, silver, coal or other base or
precious metals.
We have no history of profitably commercially producing vanadium,
silver, coal or other metals from our mineral exploration
properties and there can be no assurance that we will successfully
establish mining operations or profitably produce vanadium, silver,
coal or other base or precious metals.
None of
our properties are currently under development. The future
development of any property found to be economically feasible will
require the construction and operation of mines, processing plants
and related infrastructure. As a result, we are subject to all of
the risks associated with establishing new mining operations and
business enterprises, including:
●
the timing and cost
of the construction of mining and processing
facilities;
●
the availability
and costs of skilled labor and mining equipment;
●
the availability
and cost of appropriate smelting and/or refining
arrangements;
●
the need to obtain
necessary environmental and other governmental approvals and
permits and the timing of those approvals and permits;
and
●
the availability of
funds to finance construction and development
activities.
The
costs, timing and complexities of mine construction and development
are increased by the remote location of our mining properties. It
is common in new mining operations to experience unexpected
problems and delays during development, construction and mine
start-up. In addition, delays in the commencement of mineral
production often occur. Accordingly, there are no assurances that
our activities will successfully establish mining operations,
result in profitable operations or that vanadium, silver, coal or
other metals will be produced at any of our
properties.
All of the properties in which we hold an interest are considered
to be in the exploration stage only and do not contain a known body
of commercial minerals. The figures for our resources are estimates
based on interpretation and assumptions and may yield less mineral
production under actual operating conditions than is currently
estimated.
All of
the properties in which we hold an interest are considered to be in
the exploration stage only and do not contain a known body of
commercial minerals. The figures for our resources are estimates
based on interpretation and assumptions and may yield less mineral
production under actual operating conditions than is currently
estimated. Unless otherwise indicated, mineralization figures
presented in this Annual Report and in our other filings with
securities regulatory authorities, press releases and other public
statements that may be made from time to time are based upon
estimates made by our personnel and independent geologists. These
estimates may be imprecise because they are based upon geological
and engineering interpretation and statistical inferences drawn
from drilling and sample analysis, stated operating conditions, and
mineral processing tests, which may prove to be unreliable. There
can be no assurance that:
●
these estimates
will be accurate;
●
resource or other
mineralization figures will be accurate; or
●
the resource or
mineralization could be mined or processed profitably.
Because
we have not commenced production at any of our properties, other
than Ulaan Ovoo, and have not defined or delineated any proven or
probable reserves on any of our properties, the mineralization
estimates for our properties may require adjustments including
possible downward revisions based upon further exploration or
development work, actual production experience, or current costs
and sales prices. In addition, the quality of coal or grade of ore
ultimately mined, if any, may differ from that indicated by
drilling and beneficiation testing results. There can be no
assurance that the type and amount of minerals recovered in
laboratory analyses and small-scale beneficiation tests will be
duplicated in large-scale tests under on-site conditions or in
production scale.
The
resource estimates contained in this Annual Report have been
estimated based on assumed future prices, cut-off grades and
operating costs that may prove to be inaccurate. Extended declines
in market prices for vanadium, silver, coal or other metals may
render portions of our mineralization uneconomic and result in
reduced reported mineralization. Any material reductions in
estimates of mineralization, or of our ability to extract this
mineralization, could have a material adverse effect on our results
of operations or financial condition.
Actual capital costs, operating costs, production and economic
returns may differ significantly from those we have anticipated and
there are no assurances that any future development activities will
result in profitable mining operations.
Actual
capital costs, operating costs, production and economic returns may
differ significantly from those we have anticipated, and we cannot
assure you that any future development activities will result in
profitable mining operations. The capital costs required to take
our projects into production may be significantly higher than
anticipated. None of our mineral properties has a sufficient
operating history upon which we can base estimates of future
operating costs. Any potential decisions about the possible
development of these and other mineral properties would ultimately
be based upon feasibility studies which may or may not be
undertaken. Feasibility studies derive estimates of cash operating
costs based upon, among other things:
●
anticipated
tonnage, grades and metallurgical characteristics of the ore or
quality of the vanadium, silver, coal or other minerals to be mined
and/or processed;
●
anticipated
recovery rates of metals from the ore;
●
cash operating
costs of comparable facilities and equipment; and
●
anticipated
climatic conditions.
Cash
operating costs, production and economic returns, and other
estimates contained in studies or estimates prepared by or for us
may differ significantly from those anticipated by our current
studies and estimates, and there can be no assurance that our
actual operating costs will not be higher than currently
anticipated.
We are subject to substantial government regulation in the United
States and Canada. Changes to regulation or more stringent
implementation could have a material adverse effect on our results
of operations and financial condition.
Mining
and exploration activities at our properties in North America are
subject to various laws and regulations relating to the protection
of the environment, such as the U.S. federal Clean Water Act and
the Nevada Water Pollution Control Law. Although we intend to
comply with all existing environmental and mining laws and
regulations, no assurance can be given that we will be in
compliance with all applicable regulations or that new rules and
regulations will not be enacted or that existing rules and
regulations will not be applied in a manner that could limit or
curtail development of our properties.
All
claims held by us in the United States are unpatented lode mining
claims and all claims held by us in Ontario are patented claims. At
present, there is no royalty payable to the United States on
production from unpatented mining claims, but exploration and
development on these claims is subject to regulation by, and
requires permits from both U.S. Department of Interior and various
state agencies. There is a tax imposed on profits from the
extraction of mineral substances raised and sold by operators of
Ontario mines. There have been legislative attempts to impose a
royalty on production from unpatented mining claims in the United
States in recent years. Amendments to current laws and regulations
governing exploration, development and mining or more stringent
implementation thereof could have a material adverse effect on our
business and cause increases in exploration expenses or capital
expenditures or require delays or abandonment in the development of
our properties.
Our
operations are also subject to laws and regulations governing the
protection of endangered and other specified species. In May 2015,
the U.S. Department of the Interior released a plan to protect the
greater sage grouse, a species whose natural habitat is found
across much of the western United States, including Nevada. The
U.S. Department of the Interior’s plan is intended to guide
conservation efforts on approximately 70 million acres of national
public lands. No assurances can be made that restrictions relating
to conservation will not have an adverse impact on our operations
in impacted areas.
We are
also required to expend significant resources to comply with
numerous corporate governance and disclosure regulations and
requirements adopted by Canadian federal and provincial
governments, as well as the Toronto Stock Exchange (the
“TSX”). These additional compliance costs and related
diversion of the attention of management and key personnel could
have a material adverse effect on our business.
Reform of the General Mining Law could adversely impact our results
of operations.
All of
our unpatented mining claims are on U.S. federal lands. Legislation
has been introduced regularly in the U.S. Congress over the last
decade to change the General Mining Law of 1872, as amended (the
“General Mining Law”), under which we hold these
unpatented mining claims. It is possible that the General Mining
Law may be amended or replaced by less favorable legislation in the
future. Previously proposed legislation contained a production
royalty obligation, new environmental standards and conditions,
additional reclamation requirements and extensive new procedural
steps which would likely result in delays in permitting. The
ultimate content of future proposed legislation, if enacted, is
uncertain. If a royalty on unpatented mining claims were imposed,
the profitability of our U.S. operations could be materially
adversely affected.
Any
such reform of the General Mining Law could increase the costs of
our U.S. mining activities or could materially impair our ability
to develop or continue our U.S. operations, and as a result, could
have an adverse effect on us and our results of
operations.
We are required to obtain government approvals and permits in order
to conduct operations.
Government
approvals and permits are currently required in connection with all
of our operations, and further approvals and permits may be
required in the future. We must obtain and maintain a variety of
licenses and permits, which include or cover, without limitation,
air quality, water quality, water rights, dam safety, fire safety,
emergency preparedness, hazardous materials, mercury control, waste
rock management, solid waste disposal, storm water runoff, water
pollution control, water treatment, rights of way and tailings
operations. Such licenses and permits are subject to change in
regulations and in various operating circumstances. The duration
and success of our efforts to obtain permits are contingent upon
many variables outside of our control. Obtaining governmental
approvals and permits may increase costs and cause delays depending
on the nature of the activity to be permitted and the applicable
requirements implemented by the permitting authority. There can be
no assurance that all necessary approvals and permits will be
obtained or timely obtained. In addition, there can be no assurance
that, if obtained, the costs of the approvals and permits will not
exceed our estimates or that we will be able to maintain such
approvals and permits. To the extent such approvals or permits are
required and not obtained or maintained, our operations may be
curtailed, or we may be prohibited from proceeding with planned
exploration, development or operation of our mineral
properties.
Our mineral rights may be terminated or not renewed by governmental
authorities and we may be negatively impacted by changes to mining
laws and regulations.
Our
activities are subject to government approvals, various laws
governing prospecting, development, land resumptions, production
taxes, labor standards and occupational health, mine safety, toxic
substances and other matters, including issues affecting local
native populations. Although we believe that our activities are
currently carried out in accordance with all applicable rules and
regulations, no assurance can be given that new rules and
regulations will not be enacted or that existing rules and
regulations will not be applied in a manner which could limit or
curtail production or development. Amendments to current laws and
regulations governing operations and activities of exploration and
mining, or more stringent implementation thereof, could have a
material adverse impact on our business, operations and financial
performance. Further, the mining licenses and permits issued in
respect of our projects may be subject to conditions which, if not
satisfied, may lead to the revocation of such licenses. In the
event of revocation, the value of our investments in such projects
may decline.
In the
United States, the tenures are in the form of claims where
exploration and development rights are retained so long as annual
maintenance fees are paid and certain forms filed. The maintenance
fees may be substantial with a large number of claims and the fees
are adjusted periodically. Diligent periodic assessment of the
resource and development value of claims by the claimant is
required.
Title to our mineral properties may be disputed by third
parties.
Title
to mineral properties, as well as the location of boundaries on the
grounds may be disputed. Moreover, additional amounts may be
required to be paid to surface right owners in connection with any
mining development. At all of such properties where there are
current or planned exploration activities, we believe that we have
either contractual, statutory, or common law rights to make such
use of the surface as is reasonably necessary in connection with
those activities. Although we believe we have taken reasonable
measures to ensure proper title to our properties, there is no
guarantee that title to our properties will not be challenged or
impaired. Successful challenges to the title of our properties
could impair the development of operations on those
properties.
Environmental regulations worldwide have become increasingly
stringent over the last decade which will require us to dedicate
more time and money to compliance and remediation
activities.
All
phases of the mining business present environmental risks and
hazards and are subject to environmental regulation pursuant to a
variety of international conventions, and federal, state and
municipal laws and regulations. Environmental legislation provides
for, among other things, restrictions and prohibitions on spills
and releases or emissions of various substances produced in
association with mining operations. The legislation also requires
that wells and facility sites be operated, maintained, abandoned
and reclaimed to the satisfaction of applicable regulatory
authorities. Compliance with such legislation can require
significant expenditures and a breach may result in the imposition
of fines and penalties, some of which may be material.
Environmental legislation is evolving in a manner expected to
result in stricter standards and enforcement, larger fines and
liability and potentially increased capital expenditures and
operating costs. Environmental assessments of proposed projects
carry a heightened degree of responsibility for companies and their
directors, officers and employees. The cost of compliance with
changes in governmental regulations has a potential to reduce the
profitability of operations.
Failure
to comply with applicable laws, regulations, and permitting
requirements may result in enforcement actions under, including
orders issued by regulatory or judicial authorities causing
operations to cease or be curtailed, and may include corrective
measures requiring capital expenditures, installation of additional
equipment, or remedial actions. Entities engaged in mining
operations may be required to compensate those suffering loss or
damage by reason of the mining activities and may have civil or
criminal fines or penalties imposed for violations of applicable
laws or regulations and, in particular, environmental
laws.
Amendments
to current laws, regulations and permits governing operations and
activities of mining companies, or more stringent implementation
thereof, could have a material adverse impact on our business and
cause increases in capital expenditures, production costs or
reduction in levels of production at producing properties, or
require abandonment or delays in the development of new mining
properties.
Certain of our properties are located on land that is or may become
subject to traditional territory, title claims and/or claims of
cultural significance by certain Native American tribes or
Aboriginal communities and stakeholders, and such claims and the
attendant obligations of the provincial and federal governments to
those tribal or Aboriginal communities and stakeholders may affect
our current and future operations.
Native
American and Aboriginal interests and rights as well as related
consultation issues may impact our ability to pursue exploration
and development at our U.S. and Canadian properties. There is no
assurance that claims or other assertion of rights by tribal or
Aboriginal communities and stakeholders or consultation issues will
not arise on or with respect to our properties or activities. These
could result in significant costs and delays or materially restrict
our activities. Opposition by Native American tribes or Aboriginal
communities and stakeholders to our presence, operations or
development on land subject to their traditional territory or title
claims or in areas of cultural significance could negatively impact
us in terms of public perception, costly legal proceedings,
potential blockades or other interference by third parties in our
operations, or court-ordered relief impacting our operations. In
addition, we may be required to, or may voluntarily, enter into
certain agreements with such Native American tribes or Aboriginal
communities and stakeholders in order to facilitate development of
our properties, which could reduce the expected earnings or income
from any future production.
The mining industry in general is intensely competitive.
Furthermore, there is no assurance that, even if commercial
quantities are discovered, a ready market will exist for sale of
the same mineral ore.
The
mining industry in general is intensely competitive and there is no
assurance that, even if commercial quantities of ore are
discovered, a ready market will exist for the sale of same.
Marketability of natural resources which we may discover will be
affected by numerous factors beyond our control, such as market
fluctuations, the proximity and capacity of natural resource
markets and processing equipment, government regulations including
regulations relating to prices, royalties, land tenure, land use,
importing and exporting of minerals and environmental protection.
The exact effect of such factors cannot be predicted but they may
result in us not receiving an adequate return on our
investment.
The mining business is subject to inherent risks, some of which are
not insurable.
Our
business is subject to a number of risks and hazards, including
adverse environmental conditions, industrial accidents, labor
disputes, unusual or unexpected geological conditions, ground or
slope failures, cave-ins, changes in the regulatory environment and
natural phenomena such as inclement weather conditions, floods and
earthquakes. Such occurrences could result in damage to mineral
properties or production facilities, personal injury or death,
environmental damage to our properties or the properties of others,
delays in development or mining, monetary losses and possible legal
liability.
Although
we maintain insurance to protect against certain risks in amounts
that we consider reasonable, our insurance will not cover all the
potential risks associated with our operations. We may also be
unable to maintain insurance to cover these risks at economically
feasible premiums. Insurance coverage may not continue to be
available or may not be adequate to cover any resulting liability.
Moreover, insurance against risks such as environmental pollution
or other hazards as a result of exploration and production is not
generally available to us or to other companies in the mining
industry on acceptable terms. We may also become subject to
liability for pollution or other hazards which may not be insured
against or which we may elect not to insure against because of
premium costs or other reasons. Losses from these events may cause
us to incur significant costs that could have a material adverse
effect upon our financial performance, results of operations and
business outlook.
We depend on a number of key personnel, including our directors and
executive officers, the loss of any one of whom could have an
adverse effect on our operations.
We
depend on a number of key personnel, including our directors and
executive officers, the loss of any one of whom could have an
adverse effect on our operations. We have employment and consulting
contracts with several key personnel, and we do not have key man
life insurance.
Our
ability to manage growth effectively will require us to continue to
implement and improve management systems and to recruit and train
new employees. We cannot assure you that we will be successful in
attracting and retaining skilled and experienced
personnel.
Our business is highly dependent on the international market prices
of the metals we plan to produce, which are both cyclical and
volatile.
Our
revenues, if any, are expected to be in large part derived from the
mining and sale of vanadium, silver, coal and other minerals. The
prices of those commodities have fluctuated widely, particularly in
recent years, and are affected by numerous factors beyond our
control including international economic and political trends,
expectations of inflation, currency exchange fluctuations, interest
rates, global or regional consumption patterns, speculative
activities and increased production due to new mine developments
and improved mining and production methods.
The
price of vanadium, silver and coal may have a significant influence
on the market price of our securities and the value of our mineral
properties. Mineral prices fluctuate widely and are affected by
numerous factors beyond our control. The level of interest rates,
the rate of inflation, the world supply of mineral commodities and
the stability of exchange rates can all cause significant
fluctuations in prices. Such external economic factors are in turn
influenced by changes in international investment patterns,
monetary systems and political developments. The price of mineral
commodities has fluctuated widely in recent years, and future price
declines could cause commercial production to be impracticable,
thereby having a material adverse effect on our business, financial
condition and result of operations.
We may be subject to misconduct by third-party
contractors.
We will
be heavily reliant upon our contractors during the development of
large scale projects. Companies are often measured and evaluated by
the behavior and performance of their representatives, including in
large part their contractors. We work hard to build in controls and
mechanisms to choose and retain employees and contractors with
similar values to our own; however, these controls may not always
be effective. Sound judgment, safe work practices, and ethical
behavior is expected from our contractors both on and off-site. Any
work disruptions, labor disputes, regulatory breach or
irresponsible behavior of our contractors could reflect on us
poorly and could lead to loss of social license, delays in
production and schedule, unsafe work practices and accidents and
reputational harm.
Our business requires substantial capital expenditures and is
subject to financing risks.
We
estimate that our current financial resources are insufficient to
undertake presently planned exploration and development programs.
Further exploration on and development and construction of our
mineral properties may require additional capital. One source of
future funds presently available to us is through the sale of
equity capital. There is no assurance that this source will
continue to be available as required or at all. If it is available,
future equity financings may result in substantial dilution to
shareholders. Another alternative for the financing of further
exploration and/or development would be the offering of an interest
in our mineral properties to be earned by another party or parties
carrying out further exploration or development thereof. There can
be no assurance that we will be able to conclude any such
agreements on favorable terms or at all.
Any
failure to obtain the required financing on acceptable terms could
have a material adverse effect on our financial condition, results
of operations and liquidity and may require us to cancel or
postpone planned capital investments.
Currency fluctuation may affect our operations and financial
stability.
We
transact business in a number of currencies including Canadian,
U.S., Bolivian and Mongolian currencies. Fluctuations in exchange
rates may have a significant effect on our cash flows. Future
changes in exchange rates could materially affect our results in
either a positive or negative direction. We do not currently engage
in foreign currency hedging activities.
We are subject to anti-corruption, anti-bribery and anti-money
laundering laws and regulations in Canada and the United States,
among other countries. Any violations of any such laws or
regulations could have a material adverse impact on our reputation
and results of operations and financial condition.
We are
subject to anti-corruption legislation including the
Corruption of Foreign Public Officials
Act
(Canada) and other similar acts (which we refer to
collectively as “Anti-Corruption Legislation”), which
prohibit us or any of our officers, directors, employees or agents
or any of our stockholders acting on our behalf from paying,
offering to pay or authorizing the payment of anything of value to
any foreign government official, government staff member, political
party or political candidate in an attempt to obtain or retain
business or to otherwise influence a person working in an office
capacity. Anti-Corruption Legislation also requires public
companies to make and keep books and records that accurately and
fairly reflect their transactions and to devise and maintain an
adequate system of internal accounting controls. Our international
activities create the risk of unauthorized payments or offers of
payments by our employees, consultants or agents, even though they
may not always be subject to our control. We have policies and
procedures in place that strictly prohibit these practices by our
employees and agents. However, our existing safeguards and any
future improvements may prove to be less than effective, and our
employees, consultants and agents may engage in conduct for which
we may be held responsible. Any failure by us to adopt appropriate
compliance procedures and to ensure that our employees and agents
comply with Anti- Corruption Legislation and other applicable laws
and regulations in foreign jurisdictions could result in
substantial penalties or restrictions on our ability to conduct our
business, which may have a material adverse impact on us or our
share price.
Our results and financial condition are affected by global and
local market conditions that we do not control and cannot
predict.
Access
to financing has been negatively impacted by many factors as a
result of the global financial crisis. This may impact our ability
to obtain debt or equity financing in the future on terms favorable
to us and our ability to attain strategic partnerships or enter
into joint venture arrangements which may further negatively impact
the timeline for commencement of commercial production.
Additionally, global economic conditions may cause decreases in
asset values that are deemed to be other than temporary, which may
result in impairment losses. If such volatility and market turmoil
continue, our business and financial condition could be adversely
impacted.
Our insurance will not cover all the potential risks associated
with a mining company’s operations.
Our
insurance will not cover all the potential risks associated with a
mining company’s operations. We may also be unable to
maintain insurance to cover these risks at economically feasible
premiums. Insurance coverage may not continue to be available or
may not be adequate to cover any resulting liability. Moreover,
insurance against risks such as environmental pollution or other
hazards as a result of exploration and production is not generally
available to us or to other companies in the mining industry on
acceptable terms. We may also become subject to liability for
pollution or other hazards which may not be insured against or
which we may elect not to insure against because of premium costs
or other reasons. Losses from these events may cause Prophecy to
incur significant costs that could have a material adverse effect
upon its financial condition and results of
operations.
We have never paid any dividends and we are unlikely to do so in
the foreseeable future.
To
date, we have never paid any dividends on our outstanding common
shares and we are unlikely to do so in the foreseeable future. Any
decision to pay dividends on our common shares will be made by our
Corporate Governance and Compensation Committee on the basis of our
earnings, financial requirements and other conditions.
We engage in extensive related party transactions, which may result
in conflicts of interest involving our management.
We have
engaged in the past, and continue to engage, in extensive related
party transactions involving certain of our management. See the
discussion under the heading “
Item 7.B. Related Party
Transactions
” for further detail. Such related party
transactions could cause us to become materially dependent on the
related parties in the ongoing conduct of our business, and related
parties may be motivated by personal interests to pursue courses of
action that are not necessarily in the best interests of the
Company and our stockholders. Related party transactions often
present conflicts of interest, could result in disadvantages to the
Company, and may impair investor confidence, all of which could
materially and adversely affect us.
We rely on information technology systems and networks in our
operations which are provided and maintained by third-party
contractors.
We rely
on information technology (“IT”) systems and networks
in our operations which are provided and maintained by third-party
contractors. The availability, capacity, reliability and security
of these IT systems could be subject to network disruptions caused
by a variety of malicious sources, including computer viruses,
security breaches, cyber-attacks and theft, as well as network
and/or hardware disruptions resulting from unexpected failures such
as human error, software or hardware defects, natural disasters,
fire, flood or power loss. Our operations also depend on the timely
maintenance, upgrade and replacement of networks, equipment, IT
systems and software, as well as pre-emptive expenses to mitigate
the risks of failures.
The
ability of the IT function to support our business in the event of
any such failure and the ability to recover key systems from
unexpected interruptions cannot be fully tested. There is a risk
that if such an event were to occur, our response may not be
adequate to immediately address all of the potential repercussions
of the incident. In the event of a disaster affecting our head
office, key systems may be unavailable for a number of days,
leading to inability to perform some business processes in a timely
manner. The failure of our IT systems or a component thereof could,
depending on the nature, materially impact our financial condition,
results of operations, reputation and share price.
Unauthorized
access to our IT systems as a result of cyber-attacks could lead to
exposure, corruption or loss of confidential information, and
disruption to our communications, operations, business activities
or our competitive position. Further, disruption of critical IT
services, or breaches of information security, could expose us to
financial losses and regulatory or legal action. Our risk and
exposure to these matters cannot be fully mitigated because of,
among other things, the evolving nature of these threats. As a
result, cyber-security and the continued development and
enhancement of controls, processes and practices designed to
protect systems, computers, software, data and networks from
attack, damage or unauthorized access remain a
priority.
We
apply technical and process controls in line with industry-accepted
standards to protect information, assets and systems. Although
these measures are robust, they cannot possibly prevent all types
of cyber-threat. There is no assurance that we will not suffer
losses associated with cyber-security breaches in the future, and
we may be required to expend significant additional resources to
investigate, mitigate and remediate any potential vulnerabilities.
As cyber-threats continue to evolve, we may be required to expend
additional resources to continue to modify or enhance protective
measures or to investigate and remediate any security
vulnerabilities.
As a foreign private issuer, we are permitted to file less
information with the SEC than a company that is not a foreign
private issuer or that files as a domestic issuer.
As a
“foreign private issuer,” we are exempt from certain
rules under the Exchange Act that impose disclosure requirements as
well as procedural requirements for proxy solicitations under
Section 14 of the Exchange Act. In addition, our officers,
directors and principal shareholders are exempt from the reporting
and “short-swing” profit recovery provisions of Section
16 of the Exchange Act. Moreover, we are not required to file
periodic reports and financial statements with the SEC as
frequently or as promptly as a company that files as a domestic
issuer whose securities are registered under the Exchange Act, nor
are we generally required to comply with the SEC’s Regulation
FD, which restricts the selective disclosure of material non-public
information. For as long as we are a foreign private issuer we
intend to file our annual financial statements on Form 20-F and
furnish our quarterly financial statements on Form 6-K to the SEC
for so long as we are subject to the reporting requirements of
Section 13(g) or 15(d) of the Exchange Act. However, the
information we file or furnish will not be the same as the
information that is required in annual and quarterly reports on
Form 10-K or Form 10-Q for U.S. domestic issuers. Accordingly,
there may be less information publicly available concerning us than
there is for a company that files as a domestic
issuer.
We may lose our foreign private issuer status, which would then
require us to comply with the Exchange Act’s domestic
reporting regime and cause us to incur additional legal, accounting
and other expenses.
We are
required to determine our status as a foreign private issuer on an
annual basis at the end of our second fiscal quarter. We will lose
our current status as a foreign private issuer if (1) a majority of
our common shares are directly or indirectly held of record by
residents of the United States; and (2) either (a) a majority of
our executive officers or directors are U.S. citizens or residents,
or (b) more than 50 percent of our assets are located in the United
States, or (c) our business is administered principally in the
United States. If we lose this status, we would be required to
comply with the Exchange Act reporting and other requirements
applicable to U.S. domestic issuers, which are more detailed and
extensive than the requirements for foreign private issuers. We may
also be required to make changes in our corporate governance
practices in accordance with various SEC rules. Further, we would
be required to comply with United States generally accepted
accounting principles, as opposed to IFRS, in the preparation and
issuance of our financial statements for historical and current
periods. The regulatory and compliance costs to us under U.S.
securities laws if we are required to comply with the reporting
requirements applicable to a U.S. domestic issuer may be higher
than the cost we would incur as a foreign private issuer. As a
result, we expect that a loss of foreign private issuer status
would increase our legal and financial compliance
costs.
As a Canadian incorporated and domiciled company, our financial
statements are prepared using IFRS accounting principles which are
different than the accounting principles under U.S. Generally
Accepted Accounting Principles.
Our
financial statements have been prepared in accordance with IFRS.
IFRS is an internationally recognized body of accounting principles
that are used by many companies outside of the United States to
prepare their financial statements. IFRS accounting principles are
different from those of U.S. GAAP. Investors who are not familiar
with IFRS may misunderstand certain information presented in our
financial statements. Accordingly, we suggest that readers of our
financial statements familiarize themselves with the provisions of
IFRS accounting principles in order to better understand the
differences between these two sets of principles.
Because we are a Canadian company and the majority of our directors
and officers are resident in Canada or countries other than the
United States, it may be difficult for investors in the United
States to enforce civil liabilities against us based solely upon
the federal securities laws of the United States.
We are
governed by the corporate legislation of British Columbia, where we
amalgamated, and our principal place of business is in Canada. Our
auditors and a majority of our directors and officers are residents
of Canada or countries other than the United States. All or a
substantial portion of our assets and those of such persons are
located outside the United States. Consequently, it may be
difficult for U.S. investors to effect service of process within
the United States upon us or our directors, officers and auditors
who are not residents of the United States or to realize in the
United States upon judgments of U.S. courts predicated upon civil
liabilities under the Securities Act (as defined below). Investors
should not assume that Canadian or other foreign courts: (1) would
enforce judgments of U.S. courts obtained in actions against us or
such persons predicated upon the civil liability provisions of the
U.S. federal securities laws or the securities or “blue
sky” laws of any state within the United States or (2) would
enforce, in original actions, liabilities against us or such
persons predicated upon the U.S. federal securities laws or any
such state securities or blue-sky laws.
We are an emerging growth company and we cannot be certain if the
reduced disclosure requirements applicable to emerging growth
companies may make our securities less attractive to investors and,
as a result, adversely affect the price of our securities and
result in a less active trading market for our
securities.
We are
an emerging growth company as defined in Rule 12b-2 under the
Exchange Act, and we may take advantage of certain exemptions from
various reporting requirements that are applicable to other public
companies that are not emerging growth companies. For example, we
have elected to rely on an exemption from the auditor attestation
requirements of Section 404 of the Sarbanes-Oxley Act relating to
internal control over financial reporting, and we will not provide
such an attestation from our auditors.
We may
avail ourselves of these disclosure exemptions until we are no
longer an emerging growth company. We cannot predict whether
investors will find our securities less attractive because of our
reliance on some or all of these exemptions. If investors find our
securities less attractive, it may adversely impact the price of
our securities and there may be a less active trading market for
our securities.
We will
cease to be an emerging growth company upon the earliest
of:
●
the last day of the
fiscal year during which we have total annual gross revenues of
$1,070,000,000 or more;
●
the last day of our
fiscal year following the fifth anniversary of the completion of
our first sale of common equity securities pursuant to an effective
registration statement under the U.S. Securities Act of 1933 (the
“Securities Act”);
●
the date on which
we have, during the previous three-year period, issued more than
$1,000,000,000 in non-convertible debt; or
●
the date on which
we are deemed to be a “large accelerated filer”, as
defined in Rule 12b–2 of the Exchange Act, which would occur
if the market value of our common shares that are held by
non-affiliates exceeds $700,000,000 as of the last day of our most
recently-completed second fiscal quarter.
The Company’s Passive Foreign Investment Company status has
possible adverse tax consequences for U.S. investors.
Because
the Company is an exploration stage company and its only material
revenues consist of passive investment income on its cash
investments, U.S. shareholders of common shares should be aware
that the Company believes it was classified as a passive foreign
investment company (“PFIC”) during the tax year ended
December 31, 20187, and based on current business plans and
financial expectations, the Company anticipates that it may be a
PFIC for the current tax year and may be a PFIC in future tax
years. If the Company is a PFIC for any year during a U.S.
shareholder’s holding period of the common shares, then such
U.S. shareholder generally will be required to treat any gain
realized upon a disposition of common shares, or any “excess
distribution” received on its common shares, as ordinary
income, and to pay an interest charge on a portion of such gain or
distribution, unless the shareholder makes a timely and effective
"qualified electing fund" election (“QEF Election”) or
a "mark-to-market" election with respect to the common shares. A
U.S. shareholder who makes a QEF Election generally must report on
a current basis its share of the Company's net capital gain and
ordinary earnings for any year in which the Company is a PFIC,
whether or not the Company distributes any amounts to its
shareholders. However, U.S. shareholders should be aware that there
can be no assurance that the Company will satisfy the record
keeping requirements that apply to a qualified electing fund, or
that the Company will supply U.S. shareholders with information
that such U.S. shareholders require to report under the QEF
Election rules, in the event that the Company is a PFIC and a U.S.
shareholder wishes to make a QEF Election. Thus, U.S. shareholders
may not be able to make a QEF Election with respect to their common
shares. A U.S. shareholder who makes a mark-to-market election
generally must include as ordinary income each year the excess of
the fair market value of the common shares over the
taxpayer’s adjusted tax basis therein. This paragraph is
qualified in its entirety by the discussion below under the heading
“Certain United States Federal Income Tax
Consequences.” Each U.S. shareholder should consult its own
tax advisors regarding the PFIC rules and the U.S. federal income
tax consequences of the acquisition, ownership, and disposition of
common shares.
U.S. federal income tax reform could adversely affect
us.
On
December 22, 2017, U.S. tax legislation known as the Tax Cuts and
Jobs Act (the “TCJA”), was signed into law,
significantly reforming the U.S. Internal Revenue Code. The TCJA,
among other things, includes changes to U.S. federal tax rates,
imposes significant additional limitations on the deductibility of
interest, allows for the expensing of capital expenditures, puts
into effect the migration from a “worldwide” system of
taxation to a territorial system and modifies or repeals many
business deductions and credits. The TCJA added a minimum tax on a
U.S. corporation’s taxable income after adding back certain
deductible payments to non-U.S. affiliates. In addition, the TCJA
disallows deductions for interest and royalty payments from U.S.
companies to non-U.S. affiliates that are hybrid payments or made
to hybrid entities. We continue to examine the impact the TCJA may
have on our business. The impact of the TCJA on holders of common
shares is uncertain and could be adverse.
ITEM
4.
INFORMATION
ON THE COMPANY
History
and Development of the Company
Prophecy
Development Corp. (formerly Prophecy Coal Corp.) is an exploration
stage company focusing on mining and energy projects in the United
States, Canada, Bolivia and Mongolia.
Our
Company, in its current form, is primarily the product of an April
16, 2010 business combination between Red Hill Energy Inc. and
Prophecy Resource Corp. We are currently governed under the
Business Corporations Act (British Columbia) (“BCBCA”).
Our head and registered offices are located at Suite 1610 –
409 Granville Street, Vancouver, British Columbia, V6C 1T2,
Telephone: 604-569-3661.
Red
Hill Energy Inc. was incorporated on November 6, 1978 under the
Corporations Act (British Columbia) under the name “Banbury
Gold Mines Ltd.” Banbury changed its name to “Enerwaste
Minerals Corp.” on July 3, 1992 and to “Universal
Gun-Loc Industries Ltd.” on December 17, 1993. On April 24,
2002, Universal Gun-Loc changed its name to “UGL Enterprises
Ltd.” and then to “Red Hill Energy Inc.” on May
29, 2006.
On
April 16, 2010, Red Hill Energy Inc. changed its name to
“Prophecy Resource Corp.” in conjunction with the
merger of Red Hill Energy Inc. and Prophecy Resource
Corp.
On June
13, 2011, the Prophecy Resource Corp. changed its name to
“Prophecy Coal Corp.” in connection with its
amalgamation with Northern Platinum Ltd. and Prophecy Holdings Inc.
and an asset spin-off to capitalize the Company’s
then-controlled affiliate, Wellgreen Platinum Ltd.
On January 2, 2015, we completed, by way of a share purchase
agreement, the acquisition of 100% of Apogee Silver Ltd.’s
(“
Apogee
”) interest in and to
ASC Holdings
Limited and ASC Bolivia LDC (which together, indirectly held
through ASC Bolivia LDC Sucursal Bolivia, Apogee’s joint
venture interest in the Pulacayo Paca silver-lead-zinc mining
project in Bolivia) and Apogee Minerals Bolivia S.A. by paying to
Apogee $250,000 in cash and issuing to Apogee 60 million common
shares of Prophecy.
On
January 5, 2015, Prophecy Coal Corp. changed its name to
“Prophecy Development Corp.” in connection with an
acquisition of assets located in Bolivia and to better reflect its
various interests in its mining and energy projects at the time in
the United States, Canada, Bolivia and Mongolia.
On
March 12, 2015, we entered into a credit facility (which, as
amended, we refer to as the “Credit Facility”) with
Linx Partners Ltd. (which we refer to as “Linx”), a
private company wholly-owned and controlled by John Lee, our
Interim Chief Executive Officer and Executive Chairman, and a
member of our board of directors (which we refer to as the
“Board”), in order to meet interim working capital
requirements to fund our business operations and financial
commitments. The Credit Facility was amended on May 5, 2015 and
February 24, 2016. The Credit Facility was revolving and had a
maximum principal amount available for advance of $2.5 million. The
Credit Facility had a two-year term with an option to extend for
any number of subsequent one-year terms subject to approval by the
TSX, and had a simple interest rate of 18% per annum. We closed out
and terminated the Credit Facility on November 28,
2017.
On May
5, 2015, the Company, through our wholly-owned subsidiary, Red
Hill, entered into a purchase agreement with Khishig Arvin
Industrial LLC, an arm’s-length party in Mongolia, to sell
substantially all of our mining and transportation equipment at our
Ulaan Ovoo mine for total proceeds of approximately $2.34 million.
The sale, together with the sale of additional equipment to other
arm’s-length parties, was completed in June 2015 and we
received approximately $2.9 million in cash. In consideration for
our receiving consent to the sales of the equipment from Linx,
which held a general security interest over all of our property
(including property indirectly held through our subsidiaries such
as Red Hill), we issued the equivalent of 1,200,000 common share
purchase warrants of our Company to Mr. Lee, the beneficial owner
of Linx, exercisable at the equivalent of $0.50 per share for a
period of five years expiring on May 22, 2020.
On
September 1, 2015, we announced a non-brokered private placement
involving the issuance of up to the equivalent of 4,000,000 units
at a price of the equivalent of $0.50 per unit. Each unit consisted
of one common share of the Company and one common share purchase
warrant entitling the holder thereof to acquire an additional
common share of the Company at a price of the equivalent of $0.70
per common share for a period of five years from the date of
issuance. On September 30, 2015, we closed on a first cash tranche
of the aforementioned private placement for gross cash proceeds of
$556,000 through the issuance of the equivalent of 1,112,000 units.
The remainder of this private placement was cancelled on November
4, 2015.
On
November 12, 2015, we announced a non-brokered private placement
involving the issuance of up to the equivalent of 2,500,000 units
at a price of the equivalent of $0.40 per unit. Each unit consisted
of one common share of the Company and one common share purchase
warrant entitling the holder thereof to acquire an additional
common share of the Company at a price of the equivalent of $0.70
per common share for a period of five years from the date of
issuance. On November 13, 2015 we closed on a first tranche of the
aforementioned private placement for gross cash proceeds of
$250,000 through the issuance of the equivalent of 625,000 units.
On December 18, 2015, we announced the closure of the
aforementioned private placement with no further
subscriptions.
On
January 25, 2016, we completed a non-brokered private placement
involving the issuance of the equivalent of 800,000 units at a
price of the equivalent of $0.25 per unit, with each unit
consisting of one common share and one warrant to purchase one
common share at a price of the equivalent of $0.40 per common share
for a period of five years from the date of issuance.
On
January 29, 2016, we voluntarily delisted our common shares from
the OTCQX.
On
March 30, 2016, we entered into a debt settlement agreement with
Linx and Mr. Lee, the beneficial owner of Linx, pursuant to which,
we agreed to issue the equivalent of 7,500,000 units to Mr. Lee, in
satisfaction of $1,500,000 of indebtedness owed by us to Linx under
the Credit Facility. Each unit consists of one common share and one
warrant to purchase one common share at a price of the equivalent
of $0.40 per common share for a period of five years from the date
of issuance. We issued the aforementioned equivalent of 7,500,000
units on June 6, 2016.
On June
7, 2016, we completed the Share Consolidation.
On
August 29, 2016, we completed a non-brokered private placement
involving the issuance of the equivalent of 2,027,350 units at a
price of the equivalent of $0.38 per unit for gross proceeds of
$770,393. Each unit consisted of one common share and one-half of
one common share purchase warrant, with each full purchase warrant
entitling the holder thereof to purchase one common share at a
price equivalent of $0.44 per common share for a period of five
years from the date of issuance.
On
September 22, 2016, we sold our 60% interest in the Okeover,
copper-molybdenum project located in British Columbia, Canada to
Lorraine Copper Corp. (which we refer to as
“Lorraine”). Under the terms of the agreement, Lorraine
issued 2,200,000 common shares of Lorraine (valued at
$0.08
per share) to us and assumed our $19,079 payment obligation to
Eastfield Resources Ltd. under such parties’ existing joint
venture agreement. We are additionally entitled to receive 30% of
any payments or proceeds resulting from third party agreements
related to the project entered into within five years of the date
of the sale, up to a maximum amount of $1,000,000.
On
January 13, 2017, we closed a non-brokered private placement
involving the issuance of the equivalent of 499,990 units at a
price of the equivalent of $0.30 per unit, with each unit
consisting of one common share and one warrant to purchase one
common share at a price of the equivalent of $0.40 per common share
for a period of five years from the date of issuance.
On
January 13, 2017, we entered into another debt settlement agreement
with Linx and Mr. Lee, the beneficial owner of Linx, to settle most
of the outstanding balance we owed to Linx under the Credit
Facility. We agreed to issue the equivalent of 3,000,000 common
shares of the Company to Mr. Lee, in satisfaction of $900,000 of
indebtedness owed by us to Linx under the Credit Facility. Linx
agreed to accrue and postpone the repayment of any principal,
interest and fees due under the Credit Facility until the earlier
of October 1, 2017, or such time as the Company is in a reasonable
financial position to repay all or a portion of the amounts
owing.
On
February 10, 2017, we acquired the remaining 20% title interest
held by Randsburg International Gold Corp. in the patented claims
that comprise the Titan Project, and issued the equivalent of
200,000 common shares of the Company in consideration
therefor.
On
April 12, 2017, we closed a non-brokered private placement
involving the issuance of the equivalent of 1,032,500 units at a
price of the equivalent of $0.40 per unit, with each unit
consisting of one common share and one warrant to purchase one
common share at a price of the equivalent of $0.50 per common share
for a period of five years from the date of issuance.
On June
22, 2017, we acquired through lease, the Gibellini Project, by
paying USD$35,000 in cash to Janelle Dietrich, (whom we refer to as
the “Gibellini Lessor”) with the intent to carry-out
mining operations there. Under the mineral lease agreement, we
agreed to lease the Gibellini mining claims by paying to the
Gibellini Lessor, annual advance royalty payments which will be
tied, based on an agreed formula (not to exceed USD$120,000 per
year), to the average vanadium pentoxide price of the preceding
year. Upon commencement of production, we intend to maintain our
acquisition through lease of the Gibellini mining claims by paying
to the Gibellini Lessor, a 2.5% net smelter return (which we refer
to as “NSR”) until a total of USD$3 million is paid.
Thereafter, the NSR will be reduced to 2% over the remaining life
of the mine. All advance royalty payments made, will be deducted as
credits against future production royalty payments. The lease is
for a term of 10 years, which can be extended for an additional 10
years at our option. On April 23, 2018, we amended the mineral
lease agreement to provide us with an option at any time during the
term of the mineral lease agreement, to require the Gibellini
Lessor to transfer her title over all of the leased Gibellini
mining claims (excluding four claims which will be retained by the
Gibellini Lessor and which contain minimal resources) to us in
exchange for USD$1,000,000, to be paid as an advance royalty
payment (we refer to this as the “Transfer Payment”).
We received a credit of USD$99,027 towards the Transfer Payment
upon signing of the amendment, with the remaining USD$900,973
portion of the Transfer Payment due and payable by us to the
Gibellini Lessor upon completion of the transfer of the
aforementioned claims from the Gibellini Lessor to us. The advance
royalty obligation and production royalty will not be affected,
reduced or relieved by the transfer of title.
On July
10, 2017, we acquired through lease, the Louie Hill group of claims
in Nevada, USA, by paying USD$10,000 in cash to Richard A. McKay,
Nancy M. Minoletti and Pamela S. Scutt (whom we refer to
collectively as the “Louie Hill Lessors”) with the
intent to carry out mining operations there. Under the mineral
lease agreement, we will lease the Louie Hill group of claims by
paying, to the Louie Hill Lessors, annual advance royalty payments
which will be tied, based on an agreed formula (not to exceed
USD$28,000 per year), to the average vanadium pentoxide price for
the preceding year. Upon commencement of production, we intend to
maintain our acquisition through lease of the Louie Hill group of
claims by paying to the Louie Hill Lessors, a 2.5% NSR of which,
1.5% of the NSR may be purchased by us at any time for USD$1
million, leaving the total NSR to be reduced to 1% over the
remaining life of the mine. All advance royalty payments made, will
be deducted as credits against future production royalty payments.
The lease is for a term of 10 years, which can be extended for an
additional 10 years at our option.
On
September 20 and October 16, 2017, we closed on the first and
second tranches, respectively, of a non-brokered private placement,
pursuant to which we issued a total of the equivalents of 7,845,460
units and 11,397,110 special warrants each, at a price of the
equivalent of $0.35 per unit or special warrant. Each unit
consisted of one common share and one-half of one share purchase
warrant. Each whole warrant entitles the holder thereof to acquire
one common share at a price equivalent of $0.40 and is exercisable
for a period of three years from the date of issuance. Each Special
Warrant was to be exercisable for one unit at no additional cost to
the holder provided TSX and shareholder approval for the issuance
was obtained within a specified time. On December 18, 2017, all the
special warrants were converted into units.
On
December 5, 2017, we announced we had significantly expanded the
land position at our Gibellini Project by staking 198 new claims
immediately adjacent to the Gibellini Project covering 4091 acres
sufficient to enable future vanadium mining, processing and
extraction.
Our
common shares are listed for trading on the TSX under the symbol
“PCY”, the OTCQX under the symbol “PRPCF”
and the Frankfurt Stock Exchange under the symbol
“1P2N”.
Important Events
On February 15, 2018, we acquired an additional 105 unpatented lode
mining claims located adjacent to our existing Gibellini Project,
through the acquisition of 1104002 B.C. Ltd. and its Nevada
subsidiary, by paying a total of $335,661 in cash, settling $14,338
in debt and issuing the equivalent of 500,000 share purchase
warrants to arm’s-length, private parties.
On February 27, 2018, we re-listed our common shares on the OTCQX,
which began trading again under the symbol
“PRPCF”.
On April 23, 2018, we announced an amendment to the Gibellini
mineral lease agreement dated June 22, 2017, whereby we were
granted the option to cause the Gibellini Lessor to transfer title
to substantially all of the Gibellini mining claims to us in
exchange for US$1,000,000, to be paid as an advance royalty
payment.
On
August 14, 2018, we closed the Company’s non-brokered private
placement for gross proceeds of $1,137,197 through the issuance of
4,061,417 units of Prophecy. Each unit is comprised of one common
share of the Company and one common share purchase warrant. Each
warrant entitles the holder to purchase one additional common share
of the Company at an exercise price of $0.40 for a period of three
years from the closing of the first tranche of the
placement.
On August 8, 2018, we completed the Forward
Split.
On
August 20, 2018, the Company secured water supply for the Gibellini
Project’s construction and operation. The Company signed a
10-year water lease agreement (the “
Agreement
”) with the owner of a
private ranch, located approximately 14.5 km from the Gibellini
Project. The Agreement can be extended for any number of additional
7-year terms, not to exceed (with the primary term) a total of 99
years. Per the terms of the Agreement, the lessor has granted to
Prophecy the rights to 805 acre-feet (approximately 262.4 million
gallons) of water per year for the Gibellini Project, at a minimum
flow rate of 500 gallons per minute from its year-round springs
surface water stream.
On
October 2, 2018, the Company signed a Memorandum of Agreement for
voluntary cost recovery with the Bureau of Land Management Battle
Mountain District office (who we refer to as “BLM”) to
expedite Gibellini Project permitting efforts. Prophecy and the BLM
agreed in principal to a fixed cost structure that will have
Prophecy reimburse the BLM for the cost of all anticipated work for
the BLM to complete its review of the Company’s submission of
mine plan of operations and any updates to existing baseline
studies.
On November 22, 2018, we closed a bought deal financing previously
announced on November 1, 2018, which raised gross proceeds of
$5,520,000. The Company entered into an agreement with BMO Nesbitt
Burns Inc. (“
BMO
”), under which BMO agreed to buy on a
bought deal basis 12,000,000 Shares, at a price of $0.46 per Share.
The Shares were offered by way of a short form prospectus in each
of the provinces and territories of Canada, except Québec. The
Company incurred $560,576 in cash share issuance
costs
On
December 18, 2018, the Company announced that it selected M3
Engineering & Technology Corporation to provide engineering,
procurement, construction and management services for its Gibellini
Project in response to its Request for Proposal issued on August
15, 2018.
Subsequent
to year end, on February 19, 2019, the Company announced that
Gerald Panneton resigned as the President & Chief Executive
Officer, and a director of the Company effective February 15, 2019.
John Lee, Chairman and former Chief Executive Officer of the
Company, was appointed to serve as Interim President & Chief
Executive Officer.
On
March 7, 2019, the Company announced
the appointment of
Michael Doolin as the Company’s Chief Operating Officer and
interim Chief Executive Officer, effective April 1, 2019. In this
role, Mr. Doolin will manage Prophecy’s worldwide operations
while collaborating with Prophecy’s executive chairman John
Lee on investor marketing, fundraising and the Company’s
overall strategic direction.
The Company also announced the
resignation of Louis Dionne from the Board of
Directors.
The
Company made no capital divestitures during the past three fiscal
years.
Currently,
we do not have operating revenues, and we do not anticipate
generating operating revenues during the fiscal year 2019. Our
primary source of funds since inception has been through the
issuance of equity.
At December 31, 2018,
the Company had cash flow of $5.3 million representing an increase
of $1.2 million from $4.1 million held at December 31, 2017. The
Company’s working capital at December 31, 2018 was a surplus
of $3.8 million compared to working capital of $2.6 million at
December 31, 2017. We will continue to seek capital through the
issuance of equity, strategic alliances or joint ventures, and
debt, of which the Company currently has none.
The SEC
maintains an Internet site that contains reports, proxy and
information statements, and other information regarding issuers
that file electronically with the SEC at:
http://www.sec.gov
. The
Company’s Internet address is:
https://www.prophecydev.com
.
We are
an exploration stage company focusing on mining and energy projects
in the United States, Canada, Bolivia and Mongolia. We are involved
in two vanadium projects in North America including the Gibellini
vanadium project which is comprised of the Gibellini and Louie Hill
vanadium deposits and associated claims located in the State of
Nevada, in the United States and the Titan vanadium-titanium-iron
project comprised of the Titan vanadium-titanium-iron deposit and
related claims located in the Province of Ontario, Canada. We also
own a 100% interest in the Pulacayo project, a silver-lead-zinc
property located in Bolivia. We also own a 100% interest in three
coal properties in Mongolia: the Ulaan Ovoo Property, the Khavtgai
Uul Property and the Chandgana Tal Property, in addition to the
land use right and construction license for the Chandgana Power
Plant Project. We do not currently consider our properties in
Canada, Bolivia or Mongolia to be material properties.
Our
principal business is the acquisition, exploration and development
of mineral and energy projects. Our business strategy focus is to
make our Gibellini Project the first operating primary vanadium
mine in North America, offering the best quality vanadium pentoxide
product that exceeds customer requirements in a variety of
high-tech applications such as batteries and aerospace. We are also
considering development of our Titan Project and the acquisition of
other vanadium resources to augment Gibellini and position us as a
major producer of vanadium.
The
vanadium resources are part of a portfolio of projects we are
building that, through their diversity of locations, commodities
and products, reduces our exposure to adverse regulation and
political climates and changes in specific commodity prices. A
diverse portfolio of projects from which a variety of minerals are
mined and sold provides multiple opportunities to maintain revenue
and is one facet of our efforts to attain our ultimate objective of
stable positive cash flow.
All of
the properties in which we hold an interest are considered to be in
the exploration stage only and do not contain a known body of
commercial minerals. As of the date of this Annual Report, we have
not commenced production at any of our properties, other than Ulaan
Ovoo.
Principal Products, Markets and Marketing
At the
moment, we are not in production and we do not produce any products
or minerals. Based on the projects that we are developing, our
possible future products may include, but will not be limited to,
raw thermal coal, zinc-silver concentrate, lead-silver concentrate
and vanadium pentoxide product.
We are
working to bring Gibellini into production as soon as possible in
order to address the supply-demand gap for vanadium projected to
begin during 2018. The projected demand is largely driven by
environmental-related actions by the Chinese government which is
intensified by increasing demand for vanadium redox flow storage
batteries. The supply-demand gap will affect all uses of vanadium
including steel manufacture, high tech applications and large
capacity vanadium redox flow batteries.
Our
marketing efforts have mostly been in assessing the reasons and
sources of demand, but we have also conducted concept-level
negotiations for supplying Gibellini vanadium to traders and
battery manufacturers. As the Gibellini Project develops and more
reliable information concerning timing, volume and quality become
available, we will increase our marketing efforts. We will be
primarily competing with other mining projects that produce raw
thermal coal, zinc-silver concentrate, lead-silver concentrate and
vanadium pentoxide. Our possible principle markets for vanadium
pentoxide product may be Europe and/or China. Below are the 5-year
historical industry pricing charts, USD per lb., for the vanadium
pentoxide flake, minimum 98% vanadium pentoxide content, delivered
in China and Europe.
International
mineral commodity pricing is generally established in US dollars
and the competitive positioning between producers can be
significantly affected by fluctuations in exchange rates. The
competitiveness of mineral producers is significantly determined by
the grade or quality of the deposit, production costs and
transportation costs relative to other producers. Such costs are
largely influenced by the location and nature of mineral deposits,
mining and processing costs, transportation and port costs,
currency exchange rates, operating and management skills, and
differing taxation systems between countries.
Seasonality
The
mining business is subject to mineral commodities price cycles. If
the global economy stalls and commodity prices decline, as a
consequence, a continuing period of lower prices could
significantly affect the economic potential of our properties and
result in us determining to cease work on or drop our interest in,
some or all of our properties.
Sources and Availability of Raw Materials
All of
the raw materials we require to carry on our business are available
through normal supply or business contracting
channels.
Economic Dependence
Our
business is not substantially dependent on any one contract such as
a property option agreement or a contract to sell the major part of
our output.
Government Regulations
Our
exploration and future development activities are subject to
various national, state, provincial and local laws and regulations
in the Unites States, Bolivia, Canada and Mongolia, which govern
prospecting, development, mining, production, exports, taxes, labor
standards, occupational health, waste disposal, protection of the
environment, mine safety, hazardous substances and other
matters.
Mining
and exploration activities at our properties in North America are
subject to various laws and regulations relating to the protection
of the environment, such as the General Mining Law, U.S. federal
Clean Water Act and the Nevada Water Pollution Control Law, both of
which we discuss under the heading “
Risk Factors
” in this Annual
Report. Although, we intend to comply with all existing
environmental and mining laws and regulations, no assurance can be
given that we will be in compliance with all applicable regulations
or that new rules and regulations will not be enacted or that
existing rules and regulations will not be applied in a manner that
could limit or curtail development of our properties. Amendments to
current laws and regulations governing exploration and development
or more stringent implementation thereof could have a material
adverse effect on our business and cause increases in exploration
expenses or require delays or abandonment in the development of
mining properties. In addition, we are required to expend
significant resources to comply with numerous corporate governance
and disclosure regulations and requirements adopted by U.S. federal
and Canadian federal and provincial governments. These additional
compliance costs and related diversion of the attention of
management and key personnel could have a material adverse effect
on our business.
Except
as described in this Annual Report, we believe that we are in
compliance in all material respects with applicable mining, health,
safety and environmental statutes and regulations.
For a
more detailed discussion of the various government laws and
regulations in the United States applicable to our operations and
the potential negative effects of such laws and regulations, see
the section “
Item 3.D. Risk
Factors
.”
We have
ten direct wholly-owned, one direct 98%-owned, and three indirect
wholly-owned subsidiaries.
The
chart below illustrates the inter-corporate relationships among us
and our subsidiaries, the percentage of voting securities of such
subsidiaries owned by us, and each subsidiary’s jurisdiction
of incorporation as of the date of this Annual Report.
We hold
mining and energy properties and projects through the following
subsidiaries:
Subsidiary
|
Mining Properties and Projects
|
Vanadium
Gibellini Company LLC
|
●
Has
claimed 209 lode mining claims that comprise a portion of the
Gibellini Project in Nevada, including three of the 17 claims that
comprise the expanded Louie Hill group of claims.
|
VC
Exploration (US) Inc.
|
●
100%
interest in 105 unpatented lode mining claims that comprise a
portion of the Gibellini Project in Nevada.
|
912601
B.C. Ltd.
|
●
100%
interest in the Titan vanadium-titanium-iron property located in
the Province of Ontario, Canada.
|
Red
Hill Mongolia LLC
|
●
100%
interest in the Ulaan Ovoo coal property (the “Ulaan Ovoo
Property”) located in Selenge province,
Mongolia.
|
Subsidiary
|
Mining
and Energy Properties and Projects
|
Chandgana
Coal LLC
|
●
100%
interest in the Chandgana Tal coal property (the “Chandgana
Tal Property”) and Khavtgai Uul coal property (the
“Khavtgai Uul Property”) located in Khentii province,
Mongolia. We refer to the Chandgana Tal Property and the Khavtgai
Uul Property collectively as the “Chandgana
Project.”
|
Prophecy
Power Generation LLC
|
●
Holds
the land use right and construction license for the Chandgana 600MW
Coal-Fired Mine Mouth Power Plant project (the “Chandgana
Power Plant Project”) planned in Khentii province,
Mongolia.
|
ASC
Bolivia LDC Sucursal Bolivia
|
●
Holds
the mining joint venture interest in the Pulacayo Paca silver-lead-
zinc property (the “Pulacayo Project”) located in
Quijarro province, Bolivia.
|
|
|
Additionally,
we hold, through lease, the 40 unpatented lode mining claims that
make up the Gibellini group of claims.
Property,
Plants and Equipment
General
Currently,
we consider only the Gibellini Project to be material. We do not
currently consider the Titan Project or any of our Bolivian or
Mongolian properties to be material.
Portions
of the following excerpts are based on the assumptions,
qualifications and procedures set forth in the respective technical
reports which, while not fully described herein, have been filed on
SEDAR (available at
www.sedar.ca
)
and EDGAR (
www.sec.gov
).
Please
refer to the discussion under the heading “Cautionary Note
Regarding Forward-Looking Statements” at the beginning of
this Annual Report for important information concerning certain
mining terms and descriptions of our mineral deposits used or
contained in this section.
GIBELLINI PROJECT
The
scientific and technical information in this section of the Annual
Report relating to the Gibellini Project has been extracted or
summarized from the technical report titled “Gibellini
Vanadium Project, Eureka County, Nevada, NI 43-101 Technical Report
on Preliminary Economic Assessment” with an effective date of
May 29, 2018 (the “Gibellini Technical Report”). The
Gibellini Technical Report was prepared by Kirk Hanson, P.E.,
Edward J.C. Orbock III, RM SME, Edwin Peralta, P.E., and Lynton
Gormely, P.Eng., all of Amec Foster Wheeler E&C Services Inc.
(“AMEC”).
The
Gibellini Project discussion below includes the Gibellini and Louie
Hill vanadium deposits, claims leased by us and claims held by our
subsidiaries Vanadium Gibellini Company LLC and VC Exploration
(US), Inc. located in the state of Nevada, USA.
Project Location
The
Gibellini Project includes the Gibellini group of claims leased by
the Company, the VC Exploration (US) Inc. group of claims and the
Vanadium Gibellini Company LLC group of claims. Figure 1 below
shows the location of the claims. On June 22, 2017, the Company
acquired (through lease) the Gibellini group of claims which is
located in Eureka County, Nevada, Unites States of America about 25
miles south of the town of Eureka. The Gibellini group of claims is
comprised of 40 unpatented lode claims totaling approximately 771
acres. Under the mineral lease agreement, we leased the mining
claims by committing to pay to the Gibellini Lessors, annual
advance royalty payments which will be tied, based on an agreed
formula (not to exceed USD$120,000 per year), to the average
vanadium pentoxide price of the prior year. Upon commencement of
production, we will maintain our acquisition through lease of the
Gibellini mining claims by paying to the Gibellini Lessors, a 2.5%
NSR until a total of USD$3 million is paid. Thereafter, the NSR
will be reduced to 2% over the remaining life of the mine (and
referred to thereafter, as “production royalty
payments”). All advance royalty payments made, will be
deducted as credits against future production royalty
payments.
The
lease is for a term of 10 years, which can be extended for an
additional 10 years at our option. On April 23, 2018, we amended
the mineral lease agreement to provide us with an option at any
time during the term of the mineral lease agreement, to require the
Gibellini Lessor to transfer her title over all of the leased
Gibellini mining claims (excluding four claims which will be
retained by the Gibellini Lessor and which contain minimal
resource) to us in exchange for USD$1,000,000, to be paid as an
advance royalty payment (the “Transfer Payment”). We
were credited with USD$99,027 towards the Transfer Payment upon
signing of the amendment, and the remaining USD$900,973 portion of
the Transfer Payment will be due and payable by us to the Gibellini
Lessor upon completion of the transfer of the aforementioned claims
from the Gibellini Lessor to us. The advance royalty obligation and
production royalty payments will not be affected, reduced or
relieved by the transfer of title. The Gibellini group of claims
were previously leased to American Vanadium US Inc., which lease
expired on February 29, 2016.
On July
13, 2017, we acquired (through lease) 10 unpatented lode claims
totaling approximately 207 gross acres that formerly comprised the
Louie Hill group of claims located approximately 500 meters south
of the Gibellini group of claims. These claims were subsequently
abandoned by the holders, and on March 11, 2018 and March 12, 2018,
the Company’s wholly owned US subsidiaries, Vanadium
Gibellini Company LLC and VC Exploration (US) Inc., staked the area
within and under 17 new claims totaling approximately 340 gross
acres which now collectively comprise the expanded Louie Hill group
of claims. We believe opportunities exist to further expand the
project beyond its current definition.
On December 5, 2017, we expanded the land position at the Gibellini
Project, by staking a total of 198 new claims immediately adjacent
to the Gibellini Project covering 4091 acres that are sufficient to
enable future vanadium mining, processing and
extraction.
On
October 22, 2018, the Company entered into a royalty agreement (the
“
Royalty
Agreement
”) with the Former Louie Hill Lessors to
replace on substantially similar terms, the former Louie Hill
Mineral Lease Agreement dated July 10, 2017, wherein Prophecy will
pay an advance royalty and a net smelter royalty on vanadium
pentoxide produced from the area of the 10 unpatented lode claims
originally acquired through lease from the Former Louie Hill
Lessors that is now contained within 17 lode claims since staked by
the Company’s subsidiaries. The annual advance royalty
payments will be tied, based on an agreed formula (the total amount
not to exceed USD$28,000 per year), to the average vanadium
pentoxide price for the prior year.
Upon
commencement of production, Prophecy will pay to the Former Louie
Hill Lessors, a 2.5% NSR of which, 1.5% of the NSR may be purchased
at any time by Prophecy for USD$1 million, leaving the total NSR to
be reduced to 1% over the remaining life of the mine (and referred
to thereafter, as “
Production
Royalty Payments
”). All advance royalty payments made,
will be deducted as credits against future Production Royalty
Payments. The Royalty Agreement shall be for an indefinite period
and shall be valid and in full force and effect for as long as the
Company, its subsidiaries, or any of their permitted successors or
assigns holds a valid and enforceable mining concession over the
area.
The
expanded Louie Hill group of claims is located in the same
formation and lithologic units as the Gibellini group of claims.
The general geology in this area is considered to be similar to the
Gibellini group of claims.
The VC
Exploration group of claims include 105 lode claims that were
acquired indirectly by Prophecy through the indirect acquisition of
VC Exploration (US), Inc. in early 2018. The Vanadium Gibellini
Company group of claims consist of 209 lode claims staked by
Vanadium Gibellini Company LLC in late 2017 and early
2018.
All the
aforementioned claims are located in Eureka County, Nevada, Unites
States of America about 25 miles south of the town of Eureka and
are easily accessed by a paved road transitioning to a graded,
gravel road extending south from US Highway 50.
The
Gibellini Project is without known reserves and is exploratory in
nature.
History
Work
completed on the Gibellini Project prior to our involvement was
undertaken by a number of companies, including the Nevada Bureau of
Mines and Geology (NBMG, 1946), Terteling & Sons
(1964–1965), Atlas and TransWorld Resources (1969), Noranda
(1972–1975), and Inter- Globe (1989). Rocky Mountain
Resources (RMP), later renamed to American Vanadium, conducted work
from 2006–2011.
The
Nevada Bureau of Mines and Geology completed four core holes in
1946. Work in the period 1964–1989 comprised rotary drilling,
trenching, mapping, metallurgical testing, and mineral resource
estimation. From 2006 to 2011, work programs included review of
existing data, geological mapping, an XRF survey, reverse
circulation (RC) and core drilling, additional metallurgical test
work, and Mineral Resource estimation. A preliminary assessment was
completed in 2008 and a feasibility study was commissioned in late
2010. Both studies were based on the Gibellini deposit and did not
include the Louie Hill deposit. We do not consider these studies to
be current and are considered historic under the guidelines of NI
43-101.
Resources
On May
29, 2018, we received the Gibellini Technical Report providing an
updated the resource on the Gibellini Project.
Gibellini Deposit
The
Gibellini Technical Report disclosed an estimated 7.94 million tons
at a weighted average grade of 0.314% vanadium pentoxide
(V
2
O
5
) in the Measured
category and 15.02 million tons at a weighted average grade of
0.271% V
2
O
5
in the Indicated
category leading to a total combined Measured and Indicated Mineral
Resource of 22.95 million tons at a weighted average grade of
0.286% V
2
O
5
. Total contained
metal content of the Measured and Indicated Mineral Resources is
131.34 million pounds V
2
O
5
. The Inferred
Mineral Resource estimate is 14.97 million tons at a weighted
average grade of 0.175% V
2
O
5
. The total
contained metal content of the Inferred Mineral Resource estimate
is 52.30 million pounds V
2
O
5
. The table below
contains a summary of the Gibellini deposit resource
estimate:
Confidence
Category
|
|
|
|
|
|
|
|
|
|
|
|
Measured
|
Oxide
|
0.101
|
3.96
|
0.251
|
$
19.87
|
Transition
|
0.086
|
3.98
|
0.377
|
29.98
|
Indicated
|
Oxide
|
0.101
|
7.83
|
0.222
|
34.76
|
Transition
|
0.086
|
7.19
|
0.325
|
46.73
|
Total Measured and Indicated
|
|
|
22.95
|
0.286
|
131.34
|
Oxide
|
0.101
|
0.16
|
0.170
|
0.55
|
Inferred
|
Transition
|
0.086
|
0.01
|
0.180
|
0.03
|
Reduced
|
0.116
|
14.80
|
0.175
|
51.72
|
Total Inferred
|
|
|
14.97
|
0.175
|
52.30
|
Notes to
accompany Mineral Resource table for Gibellini:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1. The
Qualified Person for the estimate is Mr. E.J.C. Orbock III, RM SME.
The Mineral Resources have an effective date of May 29,
2018.
|
2. Mineral
Resources that are not Mineral Reserves do not have demonstrated
economic viability.
|
3. Mineral
Resources are reported at various cut-off grades for oxide,
transition, and reduced material.
|
4. Mineral
Resources are reported within a conceptual pit shell that uses the
following assumptions: Mineral Resource V
2
O
5
price: $14.64/lb;
mining cost: $2.21/ton mined; process cost: $13.62/ton; general and
administrative (G&A) cost: $0.99/ton processed; metallurgical
recovery assumptions of 60% for oxide material, 70% for transition
material and 52% for reduced material; tonnage factors of 16.86
ft3/ton for oxide material, 16.35 ft3/ton for transition material
and 14.18 ft3/ton for reduced material; royalty: 2.5% NSR; shipping
and conversion costs: $0.37/lb. An overall 40º pit slope angle
assumption was used.
|
5. Rounding
as required by reporting guidelines may result in apparent
summation differences between tons, grade and contained metal
content. Tonnage and grade measurements are in US units. Grades are
reported in percentages.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Louie Hill
Deposit
The Louie Hill deposit lies
approximately 1,600 ft south of the Gibellini
deposit.
The Gibellini
Technical Report provides an Inferred Mineral Resource of 7.52
million tons at a weighted average grade of 0.276% vanadium
pentoxide (V
2
O
5
). The oxidation
domains were not modeled. The total contained metal content of the
estimate is 41.49 million pounds V
2
O
5
. The table below
summarizes the Louie Hill deposit resource
estimate:
ConfidenceCategory
|
|
|
|
|
Inferred
|
0.101
|
7.52
|
0.276
|
41.49
|
Notes to
accompany Mineral Resource table for Louie
Hill:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1. The
Qualified Person for the estimate is Mr. E.J.C. Orbock III, RM SME.
The Mineral Resources have an effective date of May 29, 2018. The
resource model was prepared by Mr. Mark Hertel, RM
SME.
|
2. Mineral
Resources that are not Mineral Reserves do not have demonstrated
economic viability.
|
3. Oxidation
state was not modeled.
|
4. Mineral
Resources are reported within a conceptual pit shell that uses the
following assumptions: Mineral Resource V2O5 price: $14.64/lb;
mining cost: $2.21/ton mined; process cost: $13.62/ton; general and
administrative (G&A) cost: $0.99/ton processed; metallurgical
recovery assumptions of 60% for mineralized material; tonnage
factors of 16.86 ft3/ton for mineralized material, royalty: 2.5%
NSR; shipping and conversion costs: $0.37/lb. For the purposes of
the resource estimate, an overall 40º slope angle assumption
was used.
|
5. Rounding
as required by reporting guidelines may result in apparent
summation differences between tons, grade and contained metal
content. Tonnage and grade measurements are in US units. Grades are
reported in percentages.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A total of 280 drill holes (about
51,265 ft) have been completed on the Gibellini Project since 1946,
comprising 16 core holes (4,046 ft), 169 rotary drill holes (25,077
ft; note not all drill holes have footages recorded) and 95 reverse
circulation holes (22,142 ft).
The vanadium-host
shale unit ranges from 175 to over 300 ft thick and overlies gray
mudstone. The shale has been oxidized to various hues of yellow and
orange to a depth of 100 ft. Alteration (oxidation) of the rocks is
classified as one of three oxide codes: oxidized, transitional, and
reduced.
No
significant work has been conducted on the Gibellini Project since
2011. Some minor prospecting was completed in October 2018, We have
completed no trenching or drilling activities since the Gibellini
Project acquisition.
The
power supply for the Gibellini Project site is assumed to be at
24.9 kV and will supplied from a planned substation to be located
near Fish Creek Ranch. This substation will tap and step-down the
69kV supply carried by the line to the Pan Mine to 24.9kV and place
it on a line to the Gibellini Project. Negotiations with the power
utility, Mt. Wheeler Power, would need to be undertaken to secure
any future power supply contract and transmission line to the
site.
Summary of Geological Setting and Mineralization
Regional Geology
The
Gibellini property occurs on the east flank of the southern part of
the Fish Creek Range. The southern part of the Fish Creek Range,
consists primarily of Paleozoic sedimentary rocks of Ordovician to
Mississippian Age of the eastern carbonate, western siliceous, and
overlap assemblages. Tertiary volcanic rocks crop out along the
eastern edge of the range and Tertiary to Quaternary sedimentary
rocks and alluvium bound the range to the west and east in the
Antelope and Little Smoky valleys, respectively. North to
northeast-trending faults dominate in the region, particularly
along the eastern range front.
The
Gibellini property lies within the Fish Creek Mining District. The
limestone hosted Gibellini Manganese-Nickel mine and the Gibellini
and Louie Hill black-shale hosted vanadium deposits are the most
significant deposits in the district, and all occur within the
Gibellini property boundary. The Bisoni-McKay black-shale hosted
vanadium deposit occurs several miles south of the Gibellini
property. A fluorite–beryl prospect and
silver–lead–zinc vein mines with minor production are
also reported to occur in the district.
Project Geology
The
Gibellini deposit occurs within an allocthonous fault wedge of
organic-rich siliceous mudstone, siltstone, and chert, which forms
a northwest trending prominent ridge. These rocks are mapped as the
Gibellini facies of the Woodruff Formation of Devonian Age
(Desborough et al., 1984). These rocks are described by Noranda as
thin-bedded shales, very fissile and highly folded, distorted and
fractured (Condon, 1975). In general, the beds strike
north-northwest and dip from 15 to 50° to the west. Outcrops
of the shale are scarce except for along road cuts and trenches.
The black shale unit which hosts the vanadium resource is from 175
ft to over 300 ft thick and overlies gray mudstone. The shale has
been oxidized to various hues of yellow and orange up to a depth of
100 ft.
The
Woodruff Formation is interpreted to have been deposited as
eugeosynclinal rocks (western assemblage) in western Nevada that
have been thrust eastward over miogeosynclinal rocks (eastern
assemblage) during the Antler Orogeny in late Devonian
time.
The
Gibellini facies is structurally underlain by the Bisoni facies of
the Woodruff Formation. The Bisoni unit consists of dolomitic or
argillaceous siltstone, siliceous mudstone, chert, and lesser
limestone and sandstone (Desborough and others, 1984).
Structurally
underlying the Woodruff Formation are the coarse clastic rocks of
the Antelope Range Formation. These rocks are interpreted to have
been deposited during the Antler Orogeny and are attributed to the
overlap assemblage.
The
Louie Hill deposit is located in the same formation and lithologic
units as the Gibellini deposit. The general geology in this area is
thought to be similar to the Gibellini deposit area.
The
ridge on which the Gibellini Manganese-Nickel mine (Niganz mine)
lies is underlain by yellowish-gray, fine-grained limestone. This
limestone is well bedded with beds averaging 2 ft thick. A
fossiliferous horizon containing abundant Bryozoa crops out on the
ridge about 100 ft higher than the mine. The lithologic and faunal
evidence suggest that this unit is part of the Upper Devonian
Nevada Limestone. Beds strike at N18E to N32W and dip at 18 degrees
to 22 degrees west. The manganese–nickel mineralization
occurs within this unit. Alluvium up to 10 ft thick overlies part
of the area, and is composed mostly of limy detritus from the high
ridge north of the mine. Minor faulting has taken place in the
limestone near the
Deposit Descriptions
Gibellini Deposit
The
Gibellini deposit occurs within organic-rich siliceous mudstone,
siltstone, and chert of the Gibellini facies of the Devonian Age
Woodruff Formation.
In
general, the beds strike north-northwest and dip from 15º to
50º to the west. The black shale unit which hosts the vanadium
Mineral Resource is from 175 ft to over 300 ft thick and overlies
gray mudstone of the Bisoni facies. The shale has been oxidized to
various hues of yellow and orange up to a depth of 100
ft.
Alteration
(oxidation) of the rocks is classified as one of three oxide codes:
oxidized, transitional, and reduced. Vanadium grade changes across
these boundaries. The transitional zone reports the highest average
grades and RMP geologists interpreted this zone to have been
upgraded by supergene processes.
Louie Hill
The
Louie Hill deposit lies approximately 500 m south of the Gibellini
deposit, being separated from the latter by a prominent drainage.
Mineralization at Louie Hill is hosted by organic-rich siliceous
mudstone, siltstone, and chert of the Gibellini facies of the
Devonian Woodruff Formation and probably represents a dissected
piece of the same allochthonous fault wedge containing the
Gibellini deposit.
Mineralized
beds cropping out on Louie Hill are often contorted and shattered
but in general strike in a north–south direction, and dip to
the west 0 to 40º.
Rocks
underlying the Louie Hill Deposit consist of mudstone, siltstone
and fine-grained sandstone probably of Mississippian age (Webb
and/or Chainman Formations).
Oxidation
of the mineralized rocks has produced light-colored material with
local red and yellow bands of concentrated vanadium
minerals.
Recent Activities
In
December 2017, we significantly expanded the land position at the
Gibellini Project by staking 198 new claims immediately adjacent to
the Gibellini Project covering 4091 acres that are sufficient to
enable future vanadium mining, processing and extraction. On
February 15, 2018, the Company indirectly acquired an additional
105 unpatented lode mining claims located adjacent to its existing
Gibellini claims through the indirect acquisition of VC Exploration
(US) Inc.
During
the year ended December 31, 2018, we incurred total costs of
$2,727,759 (2017 - $490,3556) for the Gibellini Project including
$425,605 (2017 - $58,790) for claims acquisition cost, $387,149
(2017 - $74,876) for claims registration, royalties, and annual
maintenance, $1,509,587 (2017 – 272,620) for geological
services, and $831,023 (2017 - $ 84,070) for general and
administrative expenses.
On March 26, 2019,
we announced vanadium assay results from
the Company’s Fall 2018 exploration reconnaissance program on
the Gibellini Project. The 155 assays are taken from three
prospective exploration areas all within 5km to existing Gibellini
vanadium NI43-101 compliant resource pit outline whereat 49.9
million lbs measured and 81.5 million lbs indicated vanadium
resource have already been identified (see Company’s press
release dated May 29
th
, 2018). Surface
grab samples assay as high as 2% vanadium pentoxide (V2O5) and 75
samples (48% of total 155) have V2O5 grades greater than the
Gibellini deposit’s cut-off grade of 0.101% V2O5 at $12.5/lb
V2O5; V2O5 currently trades at approximately $16/lb.
The
high vanadium assay results along the 5-kilometer
northeast-southwest trend which line-up the Northeast Prospect,
through Gibellini Hill, Louie Hill, Middle Earth Prospect, and Big
Sky Prospect providing an indication of potential and possibly
significant future expansion of vanadium mineralization along this
corridor.
Detailed
maps are available at
www.prophecydev.com
Big Sky
Prospect
(300m by
50m)
The Big
Sky prospect occurs 3.1 km southwest of the Gibellini Hill measured
and indicated resource and 1.8 km southwest of Louie Hill inferred
resource. A total of 62 samples were taken, of which 40%
(
n
=25) returned assays
greater than Gibellini cut-off grade. Sixteen (16) samples returned
assays >0.200 V2O5. The distribution of samples occur along a
300 meter exposure of the Woodruff Formation. Assays showing
>0.200 V2O5 are shown in the table below.
V2O5%
grab sample assay results at Big Sky prospect for samples with
>0.200%
SAMPLE ID
|
Prospect
|
V2O5 %
|
301910
|
Big
Sky
|
0.261
|
301913
|
Big
Sky
|
0.223
|
301915
|
Big
Sky
|
0.346
|
301916
|
Big
Sky
|
0.400
|
301918
|
Big
Sky
|
0.712
|
301920
|
Big
Sky
|
0.264
|
301926
|
Big
Sky
|
0.580
|
301927
|
Big
Sky
|
2.008
|
301928
|
Big
Sky
|
0.848
|
301944
|
Big
Sky
|
0.264
|
301946
|
Big
Sky
|
0.280
|
301947
|
Big
Sky
|
0.218
|
301950
|
Big
Sky
|
0.261
|
302050
|
Big
Sky
|
0.214
|
302054
|
Big
Sky
|
0.787
|
302055
|
Big
Sky
|
1.982
|
Middle Earth
Prospect (200m by 70m)
The
Middle Earth prospect occurs 1.7 km southeast of the Gibellini Hill
deposit and 300 meters south of the Louie Hill deposit. A total of
50 samples were collected of which 68% (
n
=34) returned assays >0.101% V2O5
or the Gibellini cut-off grade. Twenty-seven (27) samples returned
assays >0.200 V2O5. The samples are distributed over 3 road cuts
of exposed Woodruff Formation making up a 200 meter by 70-meter
areal footprint. Assays showing >0.200 V2O5 are shown in the
table below.
V2O5%
grab sample assay results at Middle Earth prospect for samples with
>0.200%
SAMPLE ID
|
Prospect
|
V2O5 %
|
301951
|
Middle
Earth
|
0.350
|
301952
|
Middle
Earth
|
0.482
|
301968
|
Middle
Earth
|
0.628
|
301969
|
Middle
Earth
|
0.605
|
301970
|
Middle
Earth
|
0.634
|
301972
|
Middle
Earth
|
0.252
|
301973
|
Middle
Earth
|
0.687
|
301974
|
Middle
Earth
|
0.470
|
301975
|
Middle
Earth
|
0.612
|
301976
|
Middle
Earth
|
0.637
|
301978
|
Middle
Earth
|
0.559
|
301979
|
Middle
Earth
|
0.557
|
301980
|
Middle
Earth
|
0.259
|
301981
|
Middle
Earth
|
0.405
|
301983
|
Middle
Earth
|
0.255
|
301984
|
Middle
Earth
|
0.303
|
301985
|
Middle
Earth
|
0.434
|
301987
|
Middle
Earth
|
0.291
|
301988
|
Middle
Earth
|
1.294
|
301989
|
Middle
Earth
|
0.261
|
301991
|
Middle
Earth
|
0.314
|
301992
|
Middle
Earth
|
0.457
|
301993
|
Middle
Earth
|
0.380
|
301995
|
Middle
Earth
|
0.302
|
301998
|
Middle
Earth
|
0.539
|
301999
|
Middle
Earth
|
0.618
|
302000
|
Middle
Earth
|
0.532
|
Northeast Trench
Prospect
(500m by
300m)
The
Northeast Trench prospect occurs 1.2 km northeast of the Gibellini
Hill deposit and 2.5 km northeast of the Louie Hill deposit. A
total of 43 samples were collected of which 37% (
n
=16) returned assays >0.101% V2O5
or the Gibellini cut-off grade. Three (3) samples returned assays
>0.200 V2O5. The samples are distributed through road cuts
(“trenches”) and
dry
gulches
of exposed Woodruff Formation making up a 500 meter
by 350-meter areal footprint. The exposure at the Northeast Trench
is greatly obscured by colluvium material however the extent where
it is exposed might indicate a large volume of Woodruff Formation
yet to be explored. Assays showing >0.200 V2O5 are shown in the
table below.
V2O5%
grab sample assay results at Northeast Trench prospect for samples
with >0.200%
SAMPLE ID
|
Prospect
|
V2O5 %
|
302004
|
NE
Trench
|
0.239
|
302005
|
NE
Trench
|
0.380
|
302016
|
NE
Trench
|
0.303
|
Planned Activities
Prophecy
intends to advance the Gibellini Project through the permitting
process in cooperation with the BLM, and to that end Prophecy
submitted its Management’s Plan of Operations (which we refer
to as “MPO”) and associated baseline studies to the
BLM. Prophecy is currently working with the BLM to update all
previous, and add all necessary, baseline studies. Upon acceptance
of the baseline studies, MPO, and environmental report by the BLM,
Prophecy expects to trigger a Notice of Intent in 2019 by the BLM,
to prepare an Environmental Impact Assessment for the Gibellini
project.
Prophecy
continues with its engineering, procurement, and construction
management (which we refer to as “EPCM”) work and
expects Phase 1 of the EPCM, updating basic engineering design, to
be completed by 2020; Phase 2, equipment procurement and detailed
engineering design, to be completed in 2021; Phase 3, facilities
construction, to start in 2021 and be completed in 2022 with the
Gibellini Project wet commissioning expected to be in
2022.
The
Company is considering various possibilities to finance the capital
costs for construction including vanadium product off-takers,
equity, debt, and prepaid offtake financing. The Company intends to
spend the available funds as set forth above based on annual
budgets approved by the Board of Directors consistent with
established internal control guidelines, and programs recommended
in the Gibellini PEA. However, there may be circumstances where,
for sound business reasons, a reallocation of the net proceeds may
be necessary. The actual amount that the Company spends in
connection with each of the intended uses of proceeds may vary
significantly from the amounts specified above and will depend on a
number of factors, including those referred to under
“
Risk
Factors
”.
Non Material Properties
Pulacayo Project, Bolivia
On
January 2, 2015, pursuant to the terms of the acquisition agreement
entered into between the Company and Apogee Silver Ltd. Prophecy
acquired the Pulacayo Project in Bolivia through the acquisition of
the issued and outstanding shares of
ASC Holdings Limited and ASC Bolivia LDC,
which together, hold the issued and outstanding shares of ASC
Bolivia LDC Sucursal Bolivia. ASC Bolivia LDC Sucursal Bolivia
controls the mining rights to the concessions through a separate
joint venture agreement with the Pulacayo Ltda. Mining Cooperative
who hold the mining rights through a lease agreement with state
owned Mining Corporation of Bolivia, COMIBOL.
The
Pulacayo Project comprises seven concessions covering an area of
approximately 3,550 hectares of contiguous mining concessions
centered on the historical Pulacayo mine and town site. The
Pulacayo Project is located 18 km east of the town of Uyuni in the
Department of Potosi in southwestern Bolivia. It is located 460 km
south-southeast of the national capital of La Paz and 150 km
southwest of the city of Potosi, which is the administrative
capital of the department The Pulacayo Project is fully permitted
with secured social licenses for mining.
On November 22, 2017, the Company received an independent technical
report with an effective date of October 20, 2017 titled
“Updated Mineral Resource Estimate and Technical Report for
the Pulacayo Project” (the
“Pulacayo
Report”
), prepared by
Mercator. The Pulacayo Report has been filed under the
Company’s SEDAR profile at
www.SEDAR.com
.
During
the year ended December 31, 2018, the Company determined there were
several indicators of potential impairment of the carrying value of
the Pulacayo Paca property including change in the Company primary
focus to Gibellini Project. While management believes that Pulacayo
Project is a property of merit and warrants continued development,
a write down in accordance with
IFRS 6
Exploration for and Evaluation of Mineral
Resources
and
IAS 36,
Impairment of Assets
of $13,708,200 of previously
capitalized deferred exploration costs to $nil and an impairment
charge of $335,181 on the Pulacayo mining equipment has been
recognized. This non-cash accounting charge does not impact
the Company’s financial liquidity, or any future operations
and management believes the adjustment to the book value of this
long-lived asset more accurately reflects the Company’s
current market capitalization.
Coal Projects
Ulaan Ovoo Coal Property, Mongolia
The
Company acquired a 100 % interest in the Ulaan Ovoo property
located in the territory of Tushig soum of Selenge aimag (province)
in Northern Mongolia in 2010 from a private Mongolian company. On
November 9, 2010, Prophecy received the final permit to commence
mining operations at the Ulaan Ovoo Property. The focus of the
Ulaan Ovoo PFS was for the development of low ash coal reserves in
the form of a starter pit. During 2014, the Company faced
challenges, such as significant dewatering of the resource, lack of
demand, depressed coal sales prices, and higher than expected
operating/transportation costs, resulting in limited production
throughout the period. Pit dewatering has become a significant
impediment to achieving consistent production, especially following
mine standby during the periods of low market demand. The mine was
placed on standby in Spring 2014 but continued coal loading and
sales from the existing stockpiles. Due to the lack of sustained
production, management has not sufficiently tested the mine plant
and equipment to conclude that the mine has reached the commercial
production stage. During the beginning of 2015, due to minimal
increase in coal prices and decreased demand because of a mild
winter, the Company decided to maintain the operations on standby
though coal loading and sales from existing stockpiles continued to
customers. The Company decided to sell the mining equipment to
generate cash so that operations may continue.
In
April 2015, the Company, through its wholly-owned subsidiary, Red
Hill, entered into a purchase agreement with an arm’s-length
party in Mongolia to sell substantially all of its mining and
transportation equipment at the Company’s Ulaan Ovoo mine for
total proceeds of approximately $2.34 million. The sale of
equipment was completed in June 2015. Total proceeds (including the
sale of equipment to other arm’s-length parties) amounted to
$2.9 million in cash. The Ulaan Ovoo property ceased pre-commercial
operations in June 2015, The Company continued to maintain the
Ulaan Ovoo operations on standby incurring minimal general and
administrative costs.
On October 16, 2018, the Company executed a lease agreement (the
“
Lease
”) with an arms-length private Mongolian
company (the “
Lessee
”) whereby the Lessee plans to perform
mining operations at Ulaan Ovoo coal mine and will pay Prophecy
USD2.00 (the “
Production
Royalty
”) for every tonne
of coal shipped from the Ulaan Ovoo site premises.
The Lessee paid Prophecy USD100,000 in
cash, as a non-refundable advance royalty payment and is preparing,
at its own and sole expense, to restart and operate the Ulaan Ovoo
mine with its own equipment, supplies, housing and crew. The Lessee
will pay all government taxes and royalties related to its proposed
mining operation.
The Lease is valid for 3 years with an
annual advance royalty payment (“
ARP
”) for the first year of
USD100,000 which was due and paid upon signing, and USD150,000 and
USD200,000 due on the 1st and 2nd anniversary of the Lease,
respectively. The ARP can be credited towards the USD2.00 per tonne
Production Royalty payments to be made to Prophecy as the Lessee
starts to sell Ulaan Ovoo coal.
The
3-year Lease can be extended upon mutual agreement.
Since
the signing of the Lease, the Lessee has spent approximately
$700,000 on supplies, housing and crew and restarted Ulaan Ovoo
mine with its own equipment in March 2018 reporting approximately
21,000 tonnes of coal production and sales. Lessee plans to start
double shifts in April to meet demand.
Chandgana Project, Mongolia
The
Chandgana Project consist of the Chandgana Tal property and the
Khavtgai Uul property (formerly named Chandgana Khavtgai) which are
within nine kilometres of each other in the Nyalga Coal Basin in
east central Mongolia and approximately 280 kilometres east of
Ulaanbaatar. On November 22, 2006 Prophecy (then Red Hill Energy
Inc.) entered into a letter agreement with a private Mongolian
company that set out the terms to acquire a 100% interest in the
Chandgana Tal property. On August 7, 2007, Prophecy (then Red Hill
Energy Inc.) entered into a letter agreement with another private
Mongolian company that set out the terms to acquire a 100% interest
in the Khavtgai Uul property. Under the terms of the Chandgana
Khavtgai agreement, Prophecy paid a total of USD570,000. On
February 8, 2011, Prophecy received
a
full mining license from the Mineral Resources Authority
of Mongolia
for the Chandgana Tal property. The license can be
updated to allow mining of 3.5 million tonnes per year to meet the
demand of the Chandgana Power Plant within 90
days.
During
2007, Prophecy performed geologic mapping, drilling and geophysical
surveys of the Chandgana Tal and Khavtgai Uul properties. During
June, 2010, Prophecy completed a 13 drill hole, 2,373 metre
resource expansion drilling program on the Khavtgai Uul property,
including 1,070 metres of core drilling, and five lines of seismic
geophysical survey for a total of 7.4 line kilometres. Prophecy
completed a 15 drill hole program during June-July 2011 to better
define the coal resource of the Chandgana Tal
licenses.
The
Chandgana Tal property has been mined previously and occasionally
during the Company’s tenure to meet local demand. The Company
decided not to mine during the 2017-2018 heating season because of
insufficient demand. A dry lake was determined by the Ministry of
Environment to overlap onto one of the Chandgana Tal licenses as
determined under the Mongolian Law to Prohibit Mineral Exploration
and Mining Operations at Headwaters of Rivers, Protected Zones of
Water Reservoirs and Forested Areas (the “
Long Named Law
”) but was resolved
without loss to the Company. The Khavtgai Uul property has never
been mined. The Ministry of Environment determined that a dry lake
overlapped the Khavtgai Uul license as defined under the Long Named
Law. This was resolved by removing the lake area from the license
while not affecting the coal resource and mineability. The Company
will continue to monitor the developments and ensure that it
follows the necessary steps in the Amended Law on Implementation to
secure its operations and licenses and is fully compliant with
Mongolian law.
During
2017, preparatory work to convert the Khavtgai Uul exploration
license to a mining license was completed. The Company engaged a
contractor to prepare the required documents to convert the license
to a mining license under which the right to explore is permanent.
In 2017, as preparatory work to convert the Khavtgai Uul
exploration license to a mining license necessary laboratory
analysis work was done such as coal chemical, mineral and element
analysis of duplicates of coal samples taken as a result of
drilling work in past years as well as radiation analysis of coal
ash. A report describing the results of geological and exploration
work completed during 2017 was delivered to Geological division of
Mineral Resources and Petroleum Authority of Mongolia (the former
Mineral Resources Authority of Mongolia (MRAM)). Based on previous
years of work a report of the reserves of the licensed area was
prepared, and an official letter requesting an expert be appointed
were submitted to the Mineral Resources Professional Council in
January 2018.
During 2017 activities for the Chandgana Tal project included
payment of license fees and environmental sampling and
reporting.
No exploration was completed on the Chandgana Tal
licenses.
The Company assessed the
local market for coal and found there was not sufficient demand to
warrant mining during the 2017-2018 heating seasons. Thus, the
annual mining and environmental plans were not
filed.
During
the year ended December 31, 2017, the Company determined there were
several indicators of potential impairment of the carrying value of
the Chandgana Project. The indicators of potential impairment were
as follows:
●
a decreased coal
demand from local customers;
●
no positive
decision from the Mongolian Government to construct the Chandgana
Power Plant;
●
no further
exploration for evaluation in the area planned; and
●
a change in the
Company’s primary business focus to the Gibellini
Project.
As
result, in accordance with
IFRS 6,
Exploration for and Evaluation of Mineral
Resources
and
IAS 36, Impairment of Assets
, at
December 31, 2017, the Company assessed the recoverable amount of
the Chandgana Project deferred exploration costs and determined
that its value in use is $Nil. As at December 31, 2017, the
recoverable amount of $Nil resulted in an impairment charge of
$14,733,067 against the value of the deferred exploration costs,
which was reflected on the consolidated statement of
operations.
For the
Khavtgai Uul project, the Company intends to continue with work to
convert the license to a mining license and complete the
requirements to maintain the license. For the Chandgana Tal
project, the Company intends to discuss the need to update the
detailed environmental impact assessment and mining feasibility
study with the relevant ministries and complete the requirements to
maintain the licenses.
UNRESOLVED
STAFF COMMENTS
Not
applicable.
OPERATING
AND FINANCIAL REVIEW AND PROSPECTS
The
following discussion of the financial condition, changes in
financial condition and results of operations of the Company should
be read in conjunction with our consolidated financial statements
and related notes included in this Annual Report. The discussion
contains forward-looking information (as previously defined) which
are subject to numerous risks and uncertainties, as more fully
described elsewhere in this Annual Report under the heading
“
Cautionary Note Regarding
Forward-Looking Statements
.”
Year Ended December 31, 2018 compared with Year Ended December 31,
2017.
We
reported a net loss of $18.2 million ($0.23 loss per share) for the
year ended December 31, 2018, which represents a decreased loss of
$0.4 million when compared to the same period in 2017 ($0.33 loss
per share). The decrease in net loss was primarily due to lesser
impairment charges of 14.5 million (2017 -$15.1 million) mostly
attributable to our non-core Bolivian property.
Our
annual operating expenses increased to $3.3 million in the fiscal
year 2018 compared to $2.4 million in the fiscal year
2017.
The
increase by $0.9 million in operating expenses during the fiscal
year 2018 compared to the fiscal year 2017 was a result of the
overall increased activity levels of the Company related to the
acquisition of vanadium properties in Nevada and equity financings.
Notably our advertising and promotion expenses increased by
$369,718 due to increased promotion efforts in the US and Europe to
raise market awareness and to raise equity financing. The Company
incurred higher marketing costs because the Company is working with
the financial community to make its project known. Investor
relations remains a priority due to the ongoing need to attract
investment capital.
Our
consulting and management fees decreased by $496,002 in the year
2018 compared to the year 2017. The Company significantly reduced
external consulting services used during the fiscal year 2017
related to acquiring the Gibellini Project and hiring Skanderbeg
Capital Advisors Inc. to explore and evaluate strategic
alternatives. The amount of this decrease was partially offset by a
higher amount of internal consulting expenses due to hiring a new
Vice-President, Exploration and restored the Company interim CEO
previously reduced fees.
Our
general and administrative costs comprising head office costs
including salaries, directors’ fees, insurance and costs
related to maintaining the Company’s exchange listings and
complying with securities regulations. General and administrative
expenses increased by 721,988 in the fiscal year 2018 compared to
the fiscal year 2017. The increase was the result of increased
salaries due to hiring a new President and CEO and restoring
salaries for officers of the Company, increased stock exchange and
shareholders’ services due to increased financing
activities.
Our
professional fees increased by $233,972. The increase was mainly
due to increased legal, accounting and audit services related to
the Gibellini Project activities and the recently completed bought
deal financing.
Our
travel and accommodation expenses increased by $133,029. The
Company incurred additional travel expenses as it actively pursued
the Gibellini Project moving toward production. Additionally,
non-cash share-based expenses decreased in the fiscal year 2018 by
$45,687 compared to the fiscal year 2017 due to the decrease in the
number of options earned during the fiscal year 2018. The Company
uses the fair value method of accounting for stock options granted
to directors, officers, employees and consultants whereby the fair
value of all stock options granted is recorded as a charge to
operations over the period from the grant date to the vesting date
of the option. The fair value of common share options granted is
estimated on the date of grant using the Black-Scholes option
pricing model.
For the
year ended December 31, 2018, we incurred other expenses classified
as “Other Items” amounting to $14,886,085 compared to
$16,211,616 for the fiscal year 2017. The decrease by $1,325,531 in
the fiscal year 2018 is the net result of changes to a number of
the following items: costs in excess of recovered coal for Ulaan
Ovoo decreased by $14,852 due to changes at Ulaan Ovoo coal mine in
Mongolia related to a lease agreement with an arms-length private
Mongolian company which plans to perform mining operations at Ulaan
Ovoo mine in the first fiscal quater 2019 with its own equipment
and resources; foreign exchange loss increased by $224,199 due to
fluctuations in the value of the Canadian dollar compared to the
United States dollar, Bolivian Boliviano and Mongolian
Tugrik;we
recorded a total of
$13,994,970 impairment charges on our non-core Pulacayo property
and Chandgana Coal property incurred expenses, an impairment charge
of $425,925 on Bolivian mining equipment, and impairment charges of
$26,234 and $21,004 on prepaid expenses and receivables
respectively;we sold 2.7 million shares of a public company for a
realized gain of $91,890;we earned $50,000 from a debt settlement
with Nickel Creek Platinum Corp.
The
total assets decreased by $9.1 million from $18.4 million in the
year 2017 to $9.3 million in the year 2018. The decrease was mainly
due to a write-off the non-core Pulacayo property and its mining
equipment. Current assets increased by $1 million from $4.5 million
in the year 2017 to $5.5 million in the year 2018. The increase was
mainly due to the $5.2 million net proceeds received from the
bought deal financing in Q4 2018.
The
Company’s total liabilities at December 31, 2018 were $10
million compared to $9.7 million at December 31, 2017. The increase
in liabilities was mainly due to a foreign exchange fluctuation of
Canadian Dollar against Bolivian Boliviano related to Bolivian tax
provision.
Year Ended December 31, 2017 compared with Year Ended December 31,
2016.
We
reported a net loss of $18.6 million ($0.33 loss per share) for the
fiscal year ended December 31, 2017, which represents an increased
loss of $16.6 million when compared to the same period in 2016
($0.05 loss per share). The increase in net loss was primarily due
to a $14.8 million write-off on our non-core Mongolian coal
properties.
Our
annual operating expenses increased to $2.4 million in the fiscal
year 2017 compared to $1.3 million in the fiscal year 2016. The $1
million increase was due to increased activities related to the
acquisition of vanadium properties in Nevada and equity financings.
Notably, our consulting and management fees increased by $0.5
million due to increased external consulting services related to
the acquisition of the Gibellini Project and the hiring of
Skanderbeg Capital Advisors Inc. to explore and evaluate strategic
alternatives to maximize value for our non-core assets.
Additionally, non-cash share-based payments expenses increased by
$401,228 due to a larger number of outstanding stock options
vesting during the fiscal year 2017 compared to the prior year.
Share-based payments represent the value assigned to the granting
of stock options under our share-based compensation plan using the
Black-Scholes model. During the year ended December 31, 2017, we
granted the equivalent of 4,080,000 stock options with a fair value
of $599,117 (2016 - $197,889) which is recognized over the vesting
period of the stock options. Our advertising and promotion expenses
increased by $50,000 due to increased activities to promote and
market the Company in order to raise equity financing, while
professional fees increased by $70,000 due to increased legal
expenses related to financing and mineral property acquisitions.
These increases were partially offset by a $30,000 reduction in
office and administrative expenses as a result of lower insurance
premiums, amortization costs and lower office lease expenses as a
result of the head office moving to a smaller commercial
space.
The
decrease in total assets to $18.4 million in the fiscal year 2017
from $27.8 million in the fiscal year 2016 was mainly due to the
$14.8 million write-off of the non-core Mongolian coal properties.
The increase in current assets to $4.5 million in the fiscal year
2017 from $0.5 million in the same period for 2016 was due to the
net equity proceeds raised in the fourth quarter of
2017.
Our
total liabilities at December 31, 2017 were $9.7 million compared
to $11 million at December 31, 2016. The decrease in liabilities
was mainly due to a repayment of the Credit Facility and trade
liabilities incurred at the end of the 2016 fiscal year and paid in
2017.
For the
year ended December 31, 2017, we incurred other expenses classified
as “Other Items” amounting to $16.2 million compared to
$0.7 million for the fiscal year ended 2016. The increase of $15.5
million is the net result of changes to a number of other items. Of
note are the following items:
●
costs in excess of
recovered coal for Ulaan Ovoo decreased by $181,549 due to keeping
operations at the Ulaan Ovoo mine on standby and reducing general
and administrative costs;
●
finance costs
decreased by $308,945 due to decreased draws from the Credit
Facility;
●
foreign exchange
loss increased by $194,649 due to fluctuations in the value of the
Canadian dollar compared to the United States dollar, Bolivian
Boliviano and Mongolian Tugrik;
●
in the year 2017,
we disposed of 2.2 million Lorraine Copper Corp. shares for
proceeds of $153,190 and a realized loss of $22,810. In the year
2016, we recorded a gain on the sale of Wellgreen Platinum Ltd.
shares released from trust of $59,698;
●
a decrease in
interest expenses by $237,574 was due to a decrease in the
outstanding balance of the Credit Facility;
●
in the fiscal year
2017, we recorded a loss on disbursement of office furniture and
equipment of $1,681 (2016 – $67,348);
●
in the fiscal year
2017, we recorded a loss on debt settlements of $752,742 to account
for the difference in the fair value of the shares on the
settlement date and the debt settled; and
●
in the year 2017,
we recorded an impairment charge of $14,829,267 on our non-core
Mongolian coal properties, an impairment charge of $57,420 on
prepaid expenses related to the impaired Mongolian properties, an
impairment charge of $159,666 on property and equipment, and an
impairment charge of $61,202 on receivables. In the comparable
period in 2016, we recorded a recovery on sale of our 60% interest
in the Okeover project, to Lorraine Copper Corp. of
$195,079.
The
operating losses are a reflection of the Company’s status as
a non-revenue producing mineral exploration company. As the Company
has no main source of income, losses are expected to continue for
the foreseeable future.
Liquidity
and Capital Resources
The
Company utilizes existing cash received from prior issuances of
equity instruments to provide liquidity to the Company and finance
exploration projects.
At
December 31, 2018, we had cash flow of $5.3 million representing an
increase of $1.2 million from $4.1 million held at December 31,
2017. The Company’s working capital at December 31, 2018, was
a surplus of $3.8 million compared to working capital of $2.6
million at December 31, 2017.
During
the year ended December 31, 2018, cash used in operating activities
was $2,626,687 compared to $707,231 cash used in the prior year.
The increased outflows in 2018 primarily related to increased
activities of the Company to develop the Gibellini Project. The
year over year increase in cash used by operating activities is due
to increased funds required for working capital
changes.
During
the year ended December 31, 2018, we used $3,628,762 in investing
activities (2017 – $1,988,566). The Company received net
proceeds of $101,550 from selling its marketable securities, used
$120,416 (2017 – $515,609) on purchase of property and
equipment, $425,605 (2017 – $58,790) on the acquisition of
the Gibellini Project, and $3,184,294 (2017 – $1,339,417) on
mineral properties expenditures.
During
the year ended December 31, 2018, a total of $7,458,938 was
provided by financing activities including net proceeds of
$6,096,621 – from Prophecy’s share issuances, $24,150
from exercise of stock options, and $1,338,167 from the exercise of
warrants to purchase the common shares of our company.
At
December 31, 2017, we had a cash balance of $4,100,608 representing
an increase of $4,078,960 from $21,648 held at December 31, 2016.
Our cash balance at December 31, 2015, was $33,542. Our working
capital at December 31, 2017, was $2.6 million compared to a
working capital deficit of $3.2 million at December 31, 2016, and a
deficit of $3.9 million at December 31, 2015. The $5.8 million
increase in our working capital since the year ended December 31,
2016, is attributable to the increase in current assets as a result
of cash raised from equity financing and decrease in current
liabilities. We believe we have sufficient cash resources to meet
our short-term financial liabilities and our planned exploration
expenditures on our vanadium and silver projects for the
foreseeable future, for, but not limited to, the next 12
months.
During
the year ended December 31, 2017, we used $1,988,566 in investing
activities (2016 – $606,372, 2015 – provided
$1,170,566). We spent $34,500 investing in a guaranteed investment
certificate (“GIC”), $58,790 on the acquisition of the
Gibellini Project, and $1,339,417 (2016 – $712,901) on
mineral properties expenditures. In 2017, we spent $193,440 and
received $153,190 (2016 – $59,698) from the purchase and sale
of available-for-sale investments, respectively.
A total
of $6,774,757 was provided by financing activities during the year
ended December 31, 2017 (2016 – $1,048,078, 2015 –
$1,057,941). We fully repaid and closed out the Credit Facility by
making cash payments totaling $364,142 and issuing the equivalent
of 3,000,000 shares of the Company to John Lee in satisfaction of
$900,000 worth of indebtedness owed by us to Mr. Lee’s
personal holding company, Linx, under the Credit Facility. Funds
borrowed under the Credit Facility in the year 2017 were $163,405
(2016 – $341,116). During the year ended December 31, 2017,
we received net proceeds of $6,864,809 (2016 – $952,929) from
issuing units pursuant to private placements, $50,685 (2016 –
$Nil) from exercise of stock options, and $60,000 (2016 –
$Nil) from exercise of share purchase warrants.
We have
sufficient financial resources to keep our landholdings in good
standing through, at least, the next 12 months. As an exploration
stage company, we have no regular cash in-flow from operations, and
the level of operations is principally a function of availability
of capital resources. Our capital resources are largely determined
by the strength of the junior resource markets and by the status of
our projects in relation to these markets, and our ability to
compete for investor support of our projects. To date, the
principal sources of funding have been equity and debt financing.
Many factors influence our ability to raise funds, and there is no
assurance that we will be successful in obtaining adequate
financing and at favorable terms for these or other purposes
including general working capital purposes. Our consolidated
financial statements have been prepared on a going concern basis
which assumes that we will be able to realize our assets and
discharge our liabilities in the normal course of business for the
foreseeable future. Our ability to continue as a going concern is
dependent upon the continued support from our shareholders, the
discovery of economically recoverable reserves, and our ability to
obtain the financing necessary to complete development and achieve
profitable operations in the future. The outcome of these matters
cannot be predicted at this time.
Financial Instruments
All
financial assets are initially recorded at fair value and
designated upon inception into one of the following four
categories: held‐to‐maturity, marketable securities,
loans and receivables or at fair value though profit and loss
(“FVTPL”). FVTPL comprises derivatives and financial
assets acquired principally for the purpose of selling or
repurchasing in the near term. They are carried at fair value with
changes in fair value recognized in profit or loss. The
Company’s cash is classified as FVTPL.
Marketable
securities instruments are measured at fair value with changes in
fair value recognized in other comprehensive income. Where a
decline in the fair value of marketable securities constitutes
objective evidence of impairment, the amount of the loss is removed
from accumulated other comprehensive income and recognized in
profit or loss. The Company’s investments are classified as
marketable securities. Marketable securities consist of investment
in common shares of public companies and therefore have no fixed
maturity date or coupon rate. The fair value of the listed
marketable securities has been determined directly by reference to
published price quotation in an active market.
All
financial assets except those measured at fair value through profit
or loss are subject to review for impairment at least at each
reporting date. Financial assets are impaired when there is
objective evidence of impairment as a result of one or more events
that have occurred after initial recognition of the asset and that
event has an impact on the estimated future cash flows of the
financial asset or the group of financial assets.
Transactions
costs associated with FVTPL financial assets are expensed as
incurred, while transaction costs associated with all other
financial assets are included in the initial carrying amount of the
asset.
The
Company assesses at each reporting date whether there is objective
evidence that a financial asset or a group of financial assets is
impaired. An evaluation is made as to whether a decline in fair
value is significant or prolonged based on an analysis of
indicators such as market price of the investment and significant
adverse changes in the technological, market, economic or legal
environment in which the investee operates.
If a
financial asset is impaired, an amount equal to the difference
between its carrying value and its current fair value is
transferred from AOCI and recognized in the consolidated statement
of operations. Reversals of impairment charges in respect of equity
instruments classified as available-for-sale are not recognized in
the consolidated statement of operations.
The
Company considers that the carrying amount of all its financial
assets and financial liabilities measure at amortized cost
approximates their fair value due to their short term nature.
Restricted cash equivalents approximate fair value due to the
nature of the instrument. The Company does not offset financial
assets with financial liabilities.
At
December 31, 2018, our financial assets and financial liabilities
were categorized as follows: Fair value through profit or loss
– Cash and cash equivalents of $5,304,097 Amortized cost
– Receivables of $36,399, Restricted cash equivalents of
$34,500, and Accounts payable and accrued liabilities of
$1,636,786.
At
December 31, 2017, our financial assets and financial liabilities
were categorized as follows: Fair value through profit and loss
– Cash of $4,100,608; Loan and Receivables –
Receivables of $34,653 and Restricted cash equivalents of $34,500;
and Other financial liabilities – Accounts payable and
accrued liabilities of $1,895,983.
As of
December 31, 2018, the Company holds Nil shares (December 31, 2017
– 1,409,000) of a public company. During the year ended
December 31, 2018, the Company disbursed all its marketable
securities for proceeds of $101,550 and a realized loss of $91,890.
Following the disposal of the shares, the Company reclassified the
cumulative income previously recognized in other comprehensive
income of $68,840 to profit and loss on the sale of marketable
securities.
On
September 22, 2016, we sold our 60% interest in the Okeover
copper-molybdenum project located in British Columbia to Lorraine.
Under the terms of the agreement, Lorraine issued 2,200,000 common
shares of Lorraine (valued at $0.08 per share) to us and assumed
our $19,079 payment obligation to Eastfield Resources Ltd. under
such parties’ existing joint venture agreement. During the
year ended December 31, 2017, we disposed of the 2,200,000 Lorraine
shares for proceeds of $153,190 and a realized loss of
$22,810.
Commitments
Our
subsidiary, ASC, controls the mining rights to the Pulacayo Project
through a joint venture agreement entered into between itself and
the Pulacayo Ltda. Mining Cooperative on July 30, 2002 (the
“ASC Joint Venture”). The ASC Joint Venture has a term
of 23 years which commenced the day the ASC Joint Venture was
entered into. Pursuant to the ASC Joint Venture, ASC is committed
to pay monthly rent of USD$1,000 to the state-owned Mining
Corporation of Bolivia, COMIBOL and USD$1,500 monthly rent to the
Pulacayo Ltd. Mining Cooperative until the Pulacayo Project starts
commercial production.
Under
the terms of the lease agreement through which we acquired the
Gibellini Project, we are required to make annually, on each
anniversary of the execution date of the agreement, advance royalty
payments which will be tied, based on an agreed formula (not to
exceed USD$120,000 per year), to the average vanadium pentoxide
price of the prior year. Further, upon commencement of production,
we will maintain our acquisition by paying to the Lessors, a 2.5%
NSR until a total of USD$3 million is paid. Thereafter, the NSR
will be reduced to 2% over the remaining life of the mine (and
referred to thereafter, as “production royalty
payments”). Under the terms of the lease agreement, all
advance royalty payments made, will be deducted as credits against
future production royalty payments. The Gibellini Project lease is
for a term of 10 years but can be extended for an additional 10
years at our option.
Under
the terms of the lease agreement through which we acquired the
Louie Hill Project in Nevada, we are required to pay, annually, on
each anniversary of the execution date of the agreement, advance
royalty payments which will be tied, based on an agreed formula
(not to exceed USD$28,000 per year), to the average vanadium
pentoxide price for the prior year. Further, upon commencement of
production, we will maintain our acquisition by paying to the Louie
Hill Lessor, a 2.5% NSR of which, 1.5% of the NSR may be purchased
at any time by us for USD$1 million leaving the total NSR to be
reduced to 1% over the remaining life of the mine (and referred to
thereafter, as “production royalty payments”). Under
the terms of the lease agreement, all advance royalty payments
made, will be deducted as credits against future production royalty
payments. The Louie Hill Project lease is for a term of 10 years
but can be extended for an additional 10 years at our
option.
As part
of the transaction with Apogee, we agreed to assume within certain
limitations all liabilities associated with the Apogee Subsidiaries
and the Pulacayo Project. During Apogee’s financial year
ended June 30, 2014, it received notice from the national tax
authority in Bolivia, that ASC Bolivia LDC Sucursal Bolivia, now
our wholly-owned subsidiary, owed approximately Bs42,000,000
(approximately $8,121,918) in taxes, interest and penalties
relating to a historical tax liability in an amount originally
assessed at approximately $760,000 in 2004, prior to Apogee
acquiring the subsidiary in 2011. Apogee disputed the assessment
and disclosed to us that it believed the notice was improperly
issued. We continued to dispute the assessment. On May 26, 2015, we
received a positive Resolution issued by the Bolivian
Constitutional Court that among other things, declared null and
void the previous Resolution of the Bolivian Supreme Court issued
in 2011 (that imposed the tax liability on ASC Bolivia LDC Sucursal
Bolivia) and sent the matter back to the Supreme Court to consider
and issue a new Resolution. We plan to continue to vigorously
defend our position and make submissions to the Supreme Court
during the new hearing. Based on these developments, the tax claim
amount of $8,121,918 (2017 – $7,541,016, 2016 –
$7,060,690) was classified as non-current liabilities.
During
the year ended December 31, 2014, our wholly-owned subsidiary, Red
Hill Mongolia LLC (“Red Hill”) was issued a letter from
the Sukhbaatar District Tax Division notifying it of the results of
the Sukhbaatar District Tax Division’s VAT inspection of Red
Hill’s 2009-2013 tax imposition and payments that resulted in
validating VAT credits of only MNT235,718,533 from Red Hill’s
claimed VAT credit of MNT2,654,175,507. Red Hill disagreed with the
Sukhbaatar District Tax Division’s findings as the tax
assessment appeared to us to be unfounded. We disputed the
Sukhbaatar District Tax Division’s assessment and submitted a
complaint to the Capital City Tax Tribunal. On March 24, 2015, the
Capital City Tax Tribunal resolved to refer the matter back to the
Sukhbaatar District Tax Division for revision and separation of the
action between confirmation of Red Hill’s VAT credit, and the
imposition of the penalty/deduction for the tax assessment. The
Sukhbaatar District Tax Division appealed the Capital City Tax
Tribunal’s resolution to the General Tax Tribunal office, but
was denied on June 4, 2015 on procedural grounds. As a result, the
Sukhbaatar District Tax Division implemented the Capital City Tax
Tribunal’s resolution on June 25, 2015, finding: (i) with
respect to confirmation of Red Hill’s VAT credit, that after
inspection the amount was to be MNT235,718,533; and (ii) with
respect to the imposition of the penalty/deduction for the tax
assessment, that no penalty was to be issued but that Red
Hill’s loss to be depreciated and reported was to be
MNT1,396,668,549 in 2010 and MNT4,462,083,700 in 2011. We continued
to dispute the Sukhbaatar District Tax Division’s assessment
and delivered a complaint to Capital City Tax Tribunal on July 24,
2015. Due to the uncertainty of realizing the VAT balance, we have
recorded an impairment charge for the full VAT balance in the year
ended December 31, 2015. At this time there is no change in the VAT
claim. Red Hill has submitted a complaint concerning this long
delay to the General Tax office and the Ministry of Finance.
Following the submittal, the City tax tribunal officer responded
and informed Red Hill that a hearing will be scheduled soon. Red
Hill is working with its external lawyer to give additional
documents to the City tax tribunal before the hearing to solidify
the case.
Research
and Development, Patents and Licenses, etc.
None.
While
the Company is an exploration company that does not have any
producing mines, it is directly affected by trends in the metal
industry. At the present time global metal prices are extremely
volatile. Base metal prices, driven by rising global demand,
climbed dramatically and approached near historic highs several
years ago. Prices have declined significantly since those highs,
other than in the case of vanadium, which has risen
significantly.
Overall
market prices for securities in the mineral resource sector and
factors affecting such prices, including base metal prices,
political trends in the countries in which such companies operate,
and general economic conditions, may have an effect on the terms on
which financing is available to the Company, if available at
all.
Except
as disclosed, the Company does not know of any trends, demand,
commitments, events or uncertainties that will result in, or that
are reasonably likely to result in, its liquidity either materially
increasing or decreasing at present or in the foreseeable future.
Material increases or decreases in liquidity are substantially
determined by the success or failure of the Company’s
exploration programs.
The
Company’s financial assets and liabilities generally consist
of cash and cash equivalents, receivables, deposits, accounts
payable and accrued liabilities, some of which are denominated in
foreign currencies including Canadian dollars, United States
dollars, Mongolian Tugriks and Bolivian Bolivianos. The Company is
at risk to financial gain or loss as a result of foreign exchange
movements against the Canadian dollar. The Company does not
currently have major commitments to acquire assets in foreign
currencies, but historically it has incurred the majority of its
exploration costs in foreign currencies. The Company currently does
not and also does not expect to engage in currency hedging to
offset any risk of currency fluctuations.
Off-Balance
Sheet Arrangements
None.
Tabular
Disclosure of Contractual Obligations
The
Company has the following financial obligations in the ordinary
course of business:
|
|
Payments due by
period
|
Contractual
Obligations
|
|
Total
|
|
Less than 1
year
|
|
1-3years
|
|
3-5years
|
|
More than 5
years
|
Long-term
debt
|
|
$Nil
|
|
$Nil
|
|
$Nil
|
|
$Nil
|
|
$Nil
|
Capital
(finance) lease obligations
|
|
$Nil
|
|
$Nil
|
|
$Nil
|
|
$Nil
|
|
$Nil
|
Operating
lease obligations
|
|
$124,556
|
|
$44,953
|
|
$79,603
|
|
$Nil
|
|
$Nil
|
Purchase
obligations
|
|
$Nil
|
|
$Nil
|
|
$Nil
|
|
$Nil
|
|
$Nil
|
Other
long-term liabilities
|
|
$Nil
|
|
$Nil
|
|
$Nil
|
|
$Nil
|
|
$Nil
|
Loan
|
|
$Nil
|
|
$Nil
|
|
$Nil
|
|
$Nil
|
|
$Nil
|
Total
|
|
$124,556
|
|
$44,953
|
|
$79,603
|
|
$Nil
|
|
$Nil
|
The
Company seeks safe harbor for our forward-looking statements
contained in Items 5.E and F. See the heading "Cautionary Note
Regarding Forward-Looking Statements" above.
ITEM
6.
DIRECTORS,
SENIOR MANAGEMENT AND EMPLOYEES
Directors
and Senior Management
The
following are the names and ages of our directors and senior
management of the Company as of December 31, 2018 and March 29
2019, with their positions and offices with the Company and
corresponding start dates, and their principal occupations during
the last five years. There are no family relationships between any
of the persons named below. There are no arrangements or
understandings with any major shareholders, customers, suppliers or
other parties pursuant to which any person named below was selected
as a director or executive officer.
Name and age
|
Office Held with the Company
|
Director and/or Executive Officer Since
|
Principal Occupation During Last Five Years(3)
|
Gerald
Panneton, 61
|
Former
President and Former Chief Executive Officer, and Former
Director
|
October
10, 2018
|
Former
President, Former Chief Executive Officer and Former Director of
Prophecy Development Corp. from October 2018 to February 15, 2019;
unemployed from November 2017 to October 2018; President and Chief
Executive Officer of NewCastle Gold Ltd. from September 2016 to
November 2017; unemployed from November 2013 to September 2016;
President and Chief Executive Officer of Detour Gold Corp. from
July 2006 to November 2013
|
John
Lee, 45(1)
|
Interim
President & Interim Chief Executive Officer, Executive
Chairman, and Director
|
June
13, 2011 (Director of Pre- amalgamated company(4) since October 21,
2009)
|
President
of Mau Capital Management LLC (private investor relations firm)
from July 2004 to present; CEO of Prophecy Development Corp. from
October 2009 to November 2012; Interim CEO of Prophecy Development
Corp. from November, 2012 to October, 2018; Head of Internal
Affairs of Prophecy Development Corp. from October, 2018 to
present; Chairman of Prophecy Development Corp. from June, 2011 to
January, 2013; Executive Chairman of Prophecy Development Corp.
from January, 2013 to present; Interim President and Interim Chief
Executive Officer of Prophecy Development Corp. from February 2019
to present; Interim President and Interim Chief Executive Officer
of Prophecy Development Corp. from February 2019 to
present
|
Greg
Hall, 61(1)(2)
|
Director
|
June
13, 2011 (Director of Pre- amalgamated company(4) since October 21,
2009)
|
President
of Water Street Inc. from September 2013 to present; Advisor to
Market One Media Group Inc. from 2013 to present; Director Montan
Mining Corp. September 2016 to Secretary and Director, of
Consulting Inc. (private company) from March, 2000
present
|
Masa
Igata, 58(1)(2)
|
Director
|
April
23, 2014
|
Founder
and CEO of Frontier Securities (foreign investment bank in
Mongolia) from March 2007 to present
|
Louis
Dionne, 66(1)(2)
|
Former
Director
|
October
10, 2018
|
October
10,
2018 Self-employed
mining consultant from September, 2005 to Present; Director of
Prophecy Development Corp. from October 2018 to February
2019
|
Harald
Batista, 52(1)(2)
|
Director
|
July
27, 2012 (Special Advisor to Pre- amalgamated company(4) since
January 5, 2010)
|
Co-Founder,
and consultant at Bayesco from August, 2012 to present; Power
Messaging Coach at Corporate Visions Inc. from July, 2008 to
present; Director of Prophecy Development Corp. from July 2012 to
October 9, 2018
|
Daniel
Fidock, 46
|
Director
|
August
14, 2018
|
Director
of Bjewels Pte Ltd from January 2015 to present; Advisor of
Eximchain Pte Ltd from June 2018 to present; Senior Executive of
Ciena Communications Singapore from February 2018 to June 2018;
Senior Executive of Cisco Systems from August 2016 until December
2017; Senior Executive of British Telecom from May 2011 until May
2014; Director of Prophecy Development Corp. from August 2018 to
October 9, 2018
|
Irina
Plavutska, 61
|
Chief
Financial Officer
|
September
11, 2013
|
Controller,
at Prophecy Development Corp. from August, 2010 to August, 2011;
Interim CFO of Prophecy Development Corp. from August, 2011 to
November, 2012; Controller at Prophecy Development Corp. from
November, 2012 to September 9, 2013; CFO of Prophecy Development
Corp. from September 2013 to present
|
Tony
Wong, 46
|
Former
Corporate Secretary
|
February
3, 2014
|
Lawyer
(sole practitioner) from June, 2011 to January, 2014; General
Counsel & Corporate Secretary of Prophecy Development Corp.
from February 2014 to February 2019
|
Bekzod
Kasimov, 38
|
Vice-President,
Business Development
|
June
22, 2015
|
Business
Development Manager of Prophecy Development Corp. from September,
2012 to June, 2015; Vice-President, Operations of Prophecy
Development Corp. from June, 2015 to January, 2018; Vice-
President, Business Development of Prophecy Development Corp. from
February 2018 to present
|
Danniel
Oosterman, 46
|
Vice-President,
Exploration
|
February
20, 2018
|
President
& CEO of Canstar Resources Inc. from March 2013 to December,
2017; Vice-President, Exploration of Prophecy Development Corp.
from February 2018 to present
|
Michael
Drozd, 67
|
Vice-President,
Operations
|
August
16, 2018
|
Vice
President of Scotia International of Nevada from September, 2011 to
December, 2015; President of Detox and Treatment Consulting, Inc.
from January 2016 to April, 2018; Consultant of Prophecy
Development Corp. from May 2018 to August 2018; Vice-President,
Operations of Prophecy Development Corp. from August 2018 to
present
|
Ronald
Espell, 58
|
Vice-President,
Environment and Sustainability
|
November
14, 2018
|
VP
Environment of American Vanadium Corp. from April, 2012 to April,
2015; Principal Consultant of SRK Consulting from April, 2015 to
April, 2016; Corporate Environmental Director of McEwen Mining Inc.
from April, 2016 to November, 2017; unemployed from November, 2017
to November, 2018; Vice-President, Environment and Sustainability
of Prophecy Development Corp. from November, 2018 to
present
|
|
(1) Member of the Audit Committee.
|
(2) Member of the Corporate Governance and Compensation
Committee.
|
(3) The information as to principal occupation, business or
employment is not within the knowledge of our management and has
been furnished by the respective individuals. Each director or
officer has held the same or similar principal occupation with the
organization indicated or a predecessor thereof for the last five
years.
|
Subsequent
to year end, on February 19, 2019, the Company announced that
Gerald Panneton resigned as the President & Chief Executive
Officer, and a director of the Company effective February 15, 2019.
John Lee, Chairman and former Chief Executive Officer of the
Company, was appointed to serve as Interim President & Chief
Executive Officer. Also, in February 2019, the Company announced
resignation of Louis Dionne as a director of the Company and
departure of Tony Wong as a General Counsel and Corporate Secretary
of the Company.
Biographical Information of Directors and Senior
Management
The
following are brief biographies of our directors and senior
management as of December 31, 2018:
Gerald Panneton
former President and CEO, and a former
Director of the Company. Mr. Panneton is a geologist with over 30
years experience in mineral exploration and development, and was
the founder, President and CEO of Detour Gold Corporation
(“Detour Gold”) from its incorporation in July 2006
until November 2013. Under his leadership, the Detour Lake project
grew over tenfold from 1.5 million ounces in resources to over 16
million ounces in reserves and into production. Today, the Detour
Lake mine ranks as one of the largest gold mines in Canada. Mr.
Panneton helped raise approximately $2.6 billion in capital while
at Detour Gold. Mr. Panneton and his Detour Gold team were the
recipients of the PDAC 2011 Bill Dennis Award for Canadian mineral
discoveries and prospecting success of the year. Mr. Panneton
ceased to act as President and CEO, and Director of the Company
effective February 15, 2019.
John Lee
is the Interim President & Chief Executive
Officer, Executive Chairman and a Director of the Company. Mr. Lee
has been a mining analyst and accredited investor in the resource
industry since 2001. Under John’s leadership, Prophecy raised
over $100 million and grew from having minimal assets to owning
substantial assets in USA, Canada, Bolivia and Mongolia. Mr. Lee is
a CFA charter holder and has degrees in economics and engineering
from Rice University.
Greg Hall
is a self-employed businessman with over 25
years’ experience as a broker, senior executive officer and
founder of several successful Vancouver-based brokerage firms. For
over 25 years, Mr. Hall has focused on significant international
exploration, development, and mining ventures, and all aspects of
their structuring and finance. Mr. Hall previously served as a
director of Silvercorp Metals Inc. (NYSE: SVM, TSX: SVM),
China’s largest primary silver producer and the lowest cost
silver producer among its industry peers. His previous positions
include: Director at Haywood Securities Inc.; Vice-President,
Canaccord Capital Corporation; and Senior Vice-President of Leede
Financial Markets Inc. He is a graduate of the Rotman School of
Management, University of Toronto, SME Enterprise Board Program,
and a Member of the Institute of Corporate Directors.
Masa Igata
is the founder and Chief Executive Officer of
Frontier LLC. Mr. Igata founded Frontier LLC in 2007. He primarily
focuses on advising resource companies in Mongolia on conducting
due diligence before making investment decisions in regard to
Mongolia with expertise in mergers and acquisitions, private
equity, initial public offering financing and other various forms
of fund raising on cross-border transactions between Mongolia and
other countries. Mr. Igata also devotes a significant amount of
time to promotion of Mongolia mostly in Asian financial centers
such as Hong Kong, Singapore and Tokyo, analyzing frontier market
trends and engaging in dialogue across the frontier markets’
investing community and the media. Mr. Igata brings insight and
expertise to a wide range of topics in financial markets within
Mongolia. He is also the Founder and Chief Executive Officer of
IRIS Asia Limited. Prior to establishing Frontier Securities, Mr.
Igata served as a Managing Director at Nikko Citigroup for 8 years.
He served as Head of Operations and Managing Director at the Sales
Department at Salomon Brothers. In addition to managing operations,
Mr. Igata actively advocated Investor Relations to Japanese-listed
companies. He has more than 25 years’ experience working in
Asian financial markets. Mr. Igata has been an independent director
of Prophecy Development Corp. since April 23, 2014. He serves as a
director of Frontier LLC. Mr. Igata received his Graduate of Law
from Kyoto University.
Louis Dionne
is a professional engineer who has spent over
30 years in the operation and development of gold properties. Mr.
Dionne served as President and Chief Executive Officer of Richmont
Mines Inc., a Canadian gold producer until July 2005. Prior to his
service with Richmont, Mr. Dionne was Senior Vice President,
Underground Operations for Barrick Gold Corporation, where he also
provided technical input and leadership in the area of corporate
mergers and acquisitions. Mr. Dionne obtained his bachelor’s
degree in Mining Engineering from Laval University. Mr. Dionne
ceased to act as Director of the Company effective February 28,
2019.
Harald Batista
is a businessman actively involved with his
family’s extensive group of Brazilian companies. Mr. Batista
has an MBA from the University of Santa Clara and over two decades
of international sales and marketing experience. Mr. Batista ceased
to act as Director of the Company effective October 9,
2018.
Daniel Fidock
is based in Asia and is currently a partner
with True Global Ventures, a firm focusing on early stage
investment in a range of industry sectors. For the majority of his
career, Mr. Fidock has been an international corporate executive in
the information and technology arena for the last 20 years. During
this time, he has focused on commercialization and new product
introduction in a range of developed and developing countries
including China, India, Malaysia, Thailand, Singapore, Hong Kong
and the UK. Mr. Fidock holds an MBA from the University of New
South Wales and University of Sydney, as well as an MSc from the
University of Oxford. Mr. Fidock is a member of the Australian
Institute of Company Directors. Mr. Fidock ceased to act as
Director of the Company effective October 9, 2018.
Irina Plavutska
has been with the Company since 2010 and is
a professional accountant with over 20 years of international
experience in financial reporting, auditing, and accounting. She is
a member of Chartered Professional Accountants Canada.
Tony Wong
has been with Company since February 2014. He is a
lawyer who has practiced in Canada for over 19 years. In addition
to working at large regional and national law firms, he has been a
consultant to foreign government, and served as a senior securities
regulator in both British Columbia and the Northwest Territories.
Mr. Wong ceased to act as Corporate Secretary of the Company
effective February 22, 2019.
Bekzod Kasimov
who is based in Bolivia, has been with the
Company since 2012, having previously been stationed in Mongolia.
Mr. Kasimov represents the Company with government officials in
Mongolia and Bolivia, attends various official and marketing
functions, and liaises with our business partners (such as product
offtakers and technical consultants) and strategic investors. Mr.
Kasimov also leads due diligence efforts for the Company’s
prospective acquisitions, and of the Company’s projects by
potential investors. Mr. Kasimov is fluent in Russian, English,
Spanish and Mongolian. As Vice-President, Business Development, Mr.
Kasimov frequently visits the Company’s Gibellini project and
investment community in North America.
Danniel Oosterman
has worked for over 17 years in the mining
and exploration business specializing in exploration and
development of projects from grass roots, brown field, to
feasibility stage. His background includes occupying both technical
and executive roles, with an early career joining exploration
efforts for mining companies such as Falconbridge Ltd. and Inco
Limited before transitioning to the junior mining sector to manage
many technical projects across Canada before advancing to President
and CEO of Canstar Resources Inc., a TSX Venture Exchange-listed
company. He holds a B.Sc. (Hons) degree in Geology from Laurentian
University and is a member of the Association of Professional
Geoscientists of Ontario. Mr. Oosterman is closely involved in
development of the Company’s Gibellini project and
exploration of its Bolivian project. Mr. Oosterman is a
“qualified person” within the meaning of NI
43–101.
Michael Drozd
has 40 years of experience in mining
operations, design and engineering of hydrometallurgical and
mineral processing facilities. Most recently, Mr. Drozd was the
Project Manager of Project Expansion at Barrick’s Pueblo
Viejo gold project, developing a prefeasibility study with an
overall project budget of US$900 million. Prior to Barrick, Mr.
Drozd spent seven years as Vice President of Metallurgy with Scotia
International of Nevada, Inc. where he managed the Gibellini
project’s engineering, procurement, construction management
(EPCM) contract. Prior to Scotia, Mr. Drozd was the Principal
Metallurgist at Amec Foster Wheeler (“AMEC”), where he
was the co-author of a Gibellini feasibility report in 2011. Prior
to AMEC, Mr. Drozd was Barrick’s Chief Metallurgist,
Goldstrike Joint Venture, the largest gold mine in the US for five
years. Mr. Drozd is a Founding Registered Member of SME, member of
the Society of Mining, Metallurgy and Exploration, and Qualified
Person as defined in National Instrument 43–101, Standards of
Disclosure for Mineral Projects. Mr. Drozd has authored
publications in gold flotation, gold processing, heap leach
operations, cyanide detoxification, and carbon absorption
technology. He also holds patents in molybdenum flotation, cyanide
detoxification, and vanadium recovery.
Ron Espell
is a highly regarded specialist in U.S. federal
and Nevada state mine permitting, with over 30 years of experience
in corporate environmental management, permitting in conformance
with applicable regulatory and performance standards, mine waste
management, reclamation, and closure planning. Prior to joining the
Company, Mr. Espell was the corporate environmental director of
McEwen Mining Inc. Within 18 months from the time he joined McEwen
Mining, Mr. Espell led his team to successfully obtain the Gold Bar
project’s environmental impact statement (EIS) approval from
the BLM in November, 2017. Prior to his time with McEwen Mining,
Mr. Espell was a principal consultant at SRK Consulting and
Vice-President of Environment for the Gibellini project’s
prior operator, where he led efforts in the preparation of
Gibellini’s baseline studies and plan of operation. Mr.
Espell’s wealth of experience includes being an environmental
management specialist at the Nevada Division of Environmental
Protection, as well as working for 17 years in positions of
increasing responsibility at Barrick Gold Corp., from being
Environmental Superintendent, Environmental Manager of Barrick
Goldstrike, Regional Environmental Director — Australia
Pacific, and Corporate Environmental Director.
Family Relationships
There
are no family relationships between any directors or executive
officers of the Company.
Arrangements
There
are no known arrangements or understandings with any major
shareholders, customers, suppliers or others, pursuant to which any
of the Company’s officers or directors was selected as an
officer or director of the Company.
Executive Officers
For the
purposes of this Annual Report, “executive officer” of
the Company means an individual who at any time during the year was
the Chief Executive Officer (“CEO”), President or Chief
Financial Officer (“CFO”) of the Company; any
Vice-President in charge of a principal business unit, division or
function; and any individual who performed a policy-making function
in respect of the Company.
Set out
below are particulars of compensation paid to the following persons
(the “Named Executive Officers” or “NEOs”)
for the fiscal year ended December 31, 2018:
3.
each of the three
most highly compensated executive officers, or the three most
highly compensated individuals acting in a similar capacity, other
than the CEO and CFO, at the end of the most recently completed
financial year whose total compensation was, individually, more
than C$150,000 for that financial year; and
4.
any individual who
would be a NEO under paragraph (3) but for the fact that the
individual was neither an executive officer of the Company, nor
acting in a similar capacity, at the end of that financial
year.
The
Company has no pension, defined contribution, or deferred
compensation plans for its directors, executive officers or
employees.
|
Non-equity
incentive plan compensation ($)
|
Name and
principal position
|
|
|
Option-based awards
($)
(1)
|
Annual incentive
plans ($)
|
Long-term
incentive plans ($)
|
All other
compensation ($)
|
|
Gerald
PannetonFormer President & Former CEO
(7)
|
91,026
|
350,000
|
41,904
(2)
|
Nil
|
Nil
|
1,356
|
484,286
|
John LeeInterim
President & Interim CEO
(7)
|
|
|
80,064
(3)
|
Nil
|
Nil
|
406,468
|
486,532
|
Irina
PlavutskaCFO
|
118,500
|
|
17,617
(4)
|
Nil
|
Nil
|
5,424
|
141,541
|
Tony WongFormer
Corporate Secretary
(8)
|
163,750
|
|
17,617
(5)
|
Nil
|
Nil
|
2,073
|
183,440
|
Michael
DrozdVice-President, Operations
|
218,687
|
|
33,437
(6)
|
Nil
|
Nil
|
24,735
|
276,860
|
(1) The stock options issued, included and described under
these Option-based awards were granted to executive officers under
the Share- Based Compensation Plan (as such term is defined
below).
|
(2) 500,000 stock options exercisable at $0.26 and expiring on
October 10, 2023.
|
(3) The equivalent of 400,000 and 350,000 stock options,
exercisable at the equivalent of $0.28 and $0.33, respectively, and
expiring on April 6, 2023 and October 17, 2023,
respectively.
|
(4) The equivalent of 100,000 and 50,000 stock options,
exercisable at the equivalent of $0.28 and $0.33, respectively, and
expiring on April 6, 2023 and October 17, 2023,
respectively.
|
(5) The equivalent of 100,000 and 50,000 stock options,
exercisable at the equivalent of $0.28 and $0.33, respectively, and
expiring on April 6, 2023 and October 17, 2023,
respectively.
|
(6) The equivalent of 200,000 and 50,000 stock options,
exercisable at the equivalent of $0.31 and $0.33, respectively, and
expiring on May 1, 2023 and October 17, 2023,
respectively.
|
(7) Messrs. Panneton and Lee do not receive any compensation
for acting as a director of the Company.
Mr.
Panneton was appointed President and CEO effective October 10, 2018
and ceased to be President and CEO of the Company effective
February 15, 2919. Mr. Lee was appointed Interim President and CEO
of the Company effective February 16, 2019.
|
(8) Mr. Wong was appointed Corporate Secretary effective
February 3, 2014 and ceased to be Corporate Secretary of the
Company effective February 22, 2919
.
|
|
Directors
Independent
directors are paid varying amounts depending on the degree to which
they are active on behalf of the Company. See the table below for
amounts paid or accrued in fiscal year 2018.
The
compensation provided to directors who were not an executive
officer for the Company’s most recently completed financial
year of December 31, 2018, are as follows:
Name
|
|
|
|
Non-equity
incentive plan compensation($)
|
|
All other
compensation($)
|
|
Greg
Hall
|
21,200
|
Nil
|
8,966
|
Nil
|
Nil
|
Nil
|
30,166
|
Harald
Batista
|
18,600
|
Nil
|
8,966
|
Nil
|
Nil
|
Nil
|
27,566
|
Masa
Igata
|
19,100
|
Nil
|
8,966
|
Nil
|
Nil
|
Nil
|
28,066
|
Daniel
Fidock
|
7,455
|
Nil
|
3,199
|
Nil
|
Nil
|
Nil
|
10,654
|
Louis
Dionne
|
4,023
|
Nil
|
4,190
|
Nil
|
Nil
|
Nil
|
8,213
|
|
|
|
|
|
|
|
|
Description of Compensation Plan
We have
adopted a 20% fixed share-based compensation plan, as amended (the
“Share-Based Compensation Plan”). The purpose of the
Share-Based Compensation Plan is to allow us to grant options,
bonus shares and stock appreciation rights (the
“Awards”) to directors, officers, employees and
consultants, as additional compensation, and as an opportunity to
participate in our success. The granting of Awards is intended to
align the interests of such persons with that of our
shareholders.
Options
are exercisable for up to 10 years from the date of grant or as
determined by the corporate governance and compensation committee
of our Board (the “CGCC”) and are required to have
exercise prices equal to or greater than the market price (as
defined by the stock exchange on which our shares are principally
listed for trading and based on the volume weighted average trading
price of our shares as reported on such exchange for the five
trading days immediately preceding the day that the options are
granted). Options granted under the Share-Based Compensation Plan
vest at 12.5% per quarter over a two-year period unless determined
otherwise by the CGCC. In addition, the CGCC may accelerate the
vesting date, permit the conditional exercise of options, amend or
modify the terms of the options, or terminate options.
Pursuant
to the Share-Based Compensation Plan, the CGCC may from time to
time authorize the issuance of Awards to directors, officers,
employees and consultants of the Company or employees of companies
providing management or consulting services to the Company. The
maximum number of shares which may be reserved for issuance under
the Share-Based Compensation Plan is 10,778,490.
C.
Board
Practices Overview
Our
Board has a formal mandate as outlined in our Corporate Governance
Policies and Procedures Manual, as amended (the
“Manual”). The Manual mandates the Board to: (i)
oversee management of the Company, (ii) exercise business judgment,
(iii) understand the Company and its business, (iv) establish
effective systems, (v) protect confidentiality and proprietary
information, and (vi) prepare for and attend Board, committee and
shareholder meetings. The Manual also includes written charters for
each committee and it contains a Code of Ethics, policies dealing
with issuance of news releases and disclosure documents, as well as
share trading black-out periods. Further, in the Manual, the Board
encourages but does not require continuing education for all the
Company’s directors.
Term of Office
Unless
the director’s office is vacated earlier in accordance with
the provisions of the BCBCA, each of our current directors will
hold office until the conclusion of the next annual meeting of the
Company’s shareholders or if no director is then elected,
until a successor is elected.
John
Lee, our Interim Chief Executive Officer, and Executive Chairman,
will hold his office for an indefinite period until the termination
of our Consulting Agreement dated February 20, 2018 with his
wholly-owned company, Linx. Our Consulting Agreement with Linx may
be terminated without cause by either party upon 90 days’
written notice, or immediately by us for cause.
Irina
Plavutska, our Chief Financial Officer, will hold their respective
offices for an indefinite period until the termination of our
employment agreement dated February 1, 2018. Our employment
agreements with Ms. Plavutska may be terminated by us without cause
upon the amount of written notice required by the British Columbia
Employment Standards Act based on each employee’s respective
length of service, or immediately for cause. Ms. Plavutska may
terminate her employment with us upon two weeks’ written
notice.
Each of
Bekzod Kasimov, our Vice-President, Business Development, and
Danniel Oosterman, our Vice-President, Exploration, will hold their
respective office for an indefinite period until the termination of
our respective consulting agreements with them, dated March 1, 2015
and February 12, 2018, respectively. Our consulting agreements with
Messrs. Kasimov and Oosterman may be terminated upon 30 days’
written notice by either party, or immediately by us for
cause.
Michael
Drozd, our Vice-President, Operations, will hold his office for an
indefinite period until the termination of our subsidiary, Vanadium
Gibellini Company LLC’s employment agreement with him dated
February 17, 2018. Vanadium Gibellini Company LLC’s
employment agreement with Mr. Drozd may be terminated by Vanadium
Gibellini Company LLC without cause upon 30 days’ written
notice and payment of a severance amount equal to one month’s
salary for each full year that Mr. Drozd is employed by Vanadium
Gibellini Company LLC, or immediately for cause. Mr. Drozd may
terminate his employment with Vanadium Gibellini Company LLC upon
30 days’ written notice.
Ronald
Espell, our Vice-President, Environment and Sustainability, will
hold his office for an indefinite period until the termination of
our subsidiary, Vanadium Gibellini Company LLC’s employment
agreement with him dated October 23, 2018. Vanadium Gibellini
Company LLC’s employment agreement with Mr. Drozd may be
terminated by Vanadium Gibellini Company LLC without cause upon 30
days’ written notice and payment of a severance amount equal
to 6 months’ salary during the first three years that Mr.
Espell is employed, or one month’s salary for each full year
that Mr. Espell is employed after three years, by Vanadium
Gibellini Company LLC, or immediately for cause. Mr. Espell may
terminate his employment with Vanadium Gibellini Company LLC upon
30 days’ written notice.
The
period during which each of our directors and executive officers
has held their respective office is specified in the table set
forth in “
Item 6.A.
Directors, Senior Management and Employees - Directors and Senior
Management
.”
Termination and Change of Control Benefits
Other
than as set out below, there are no contracts, agreements, plans or
arrangements that provide for payments to a NEO following or in
connection with any termination (whether voluntary, involuntary or
constructive), resignation, retirement, change of control of the
Company or change in responsibilities of the NEO.
John Lee, Interim President and Chief Executive
Officer
On January 1, 2010, the Company entered into a consulting agreement
with a holding company solely owned by Mr. Lee, at an annual fee of
$16,000 (as amended). On November 6, 2012 this agreement was
terminated and on November 7, 2012 a new consulting agreement was
entered into (which we refer to as the Mau Agreement). On April 7,
2015 the Mau Agreement was terminated, and the Company entered into
the entered into an agreement with Linx that subsequently, on
October 9, 2018 was replaced with another agreement with Linx
(which we refer to as the “New Link Agreement”) for an
indefinite term. The New Linx Agreement provides for: (1)
consulting fees, with up to $36,600 per year annual increases
during fiscal years 2020 to 2022, at the discretion of the Board of
Directors; (2) bonus, based on pre-determined criteria; (3) up to
3,000,000 Common Shares upon meeting certain milestone targets
described in the New Linx Agreement; (4) stock options; (5) health
and dental benefits; and (6) vacation pay.
The New Linx
Agreement may be terminated by the Company for any reason other
than for cause upon 90 days’ written notice,with the Company
having the option of paying the consulting fees due under the New
Linx Agreement for that 90-day period in lieu thereof. In such
case, provided the Company successfully raises through one or more
equity financing(s) undertaken after the commencement of the New
Linx Agreement: (a) total gross aggregate proceeds of less than
$25,000,000, the Company will pay a termination payment of
$1,000,000; or (b) total gross aggregate proceeds of more than
$25,000,000, the Company will pay a termination payment of
$1,600,000. The New Linx Agreement with the Company also provides
that in the event the New Linx Agreement is terminated as a result
of, or within six months following, a significant change in the
affairs of the Company such as a take-over bid, change of control
of the Board, the sale, exchange or other disposition of a majority
of the outstanding Common Shares, the merger or amalgamation or
other corporate restructuring of the Company in a transaction or
series of transactions in which the Company’s shareholders
receive less than 51% of outstanding Common Shares of the new or
continuing company (we refer to such significant change as a
“
Change of
Control
”), Mr. Lee shall receive from the Company
within 30 days, a payment equivalent to two years’ worth of
his regular annual consulting fees (currently $336,000). In the
event Mr. Lee’s consulting agreement is terminated as a
result of a Change in Control, all of his rights to any stock
options he holds shall be governed by the provisions of his stock
option agreements with the Company.
Irina Plavutska, Chief Financial Officer
Ms.
Plavutska entered into her latest employment agreement with the
Company effective February 1, 2018 as amended January 31, 2019. The
employment agreement is for an indefinite term, and provides for:
(1) salary; (2) bonus, at the discretion of the Company; (3) stock
options; (4) employee benefits; and (5) vacation pay. Her
employment agreement with the Company also provides that in the
event her employment is terminated as a result of, or within six
months following, a Change in Control, Ms. Plavutska shall receive
from the Company within 30 days, a payment equal to two years of
her regular annual salary (currently $132,000). In the event Ms.
Plavutska’s employment agreement is terminated as a result of
a Change in Control, all of her rights to any stock options she
holds shall be governed by the provisions of her stock option
agreements with the Company.
Tony Wong, Former General Counsel and Corporate
Secretary
Mr.
Wong entered into his latest employment agreement with the Company
effective February 1, 2018. The employment agreement is for an
indefinite term, and provides for: (1) salary; (2) bonus, at the
discretion of the Company; (3) stock options; (4) employee
benefits; and (5) vacation pay. His employment agreement with the
Company also provides that in the event his employment is
terminated as a result of, or within six months following, a Change
of Control, Mr. Wong shall receive from the Company within 30 days,
a payment equal to two years of his regular annual salary
(currently $165,000). In the event Mr. Wong’s employment
agreement is terminated as a result of a Change in Control, all of
his rights to any stock options he holds shall be governed by the
provisions of his stock option agreements with the
Company.
The
criteria used to determine the amounts payable to the NEOs is based
on industry standards and the Company’s financial
circumstances. The agreements with the NEOs and subsequent changes
were accepted by the Board based on recommendations of the
CGCC.
Board Committees
Applicable
regulatory governance policies require that: (i) committees of the
our board of directors be composed of at least a majority of
independent directors; (ii) our Board expressly assume
responsibility, or assign to a committee of the Board,
responsibility for the development of the Company’s approach
to governance issues; (iii) the audit committee of the Board (the
“Audit Committee”) be composed only of independent
directors, and the role of the Audit Committee be specifically
defined and include the responsibility for overseeing
management’s system of internal controls; (iv) the Audit
Committee have direct access to the Company’s external
auditor; and (v) the Board appoint a committee, composed of a
majority of independent directors, with the responsibility for
proposing new nominees to the Board and for assessing directors on
an on-going basis.
Audit Committee
We have
an Audit Committee comprised of directors Greg Hall (Chair), Masa
Igata and John Lee (on the Audit Committee temporarily). All
members of the Audit Committee are financially literate within the
meaning of
National Instrument
52-110 Audit Committees
. Messrs. Hall, Igata and Lee are not
independent under the criteria established by SEC Rule 10A-3. The
relevant education and experience of each member of the Audit
Committee is described under “
Item 6.A. Directors, Senior Management and
Employees - Directors and Senior Management
”
above.
Corporate Governance and Compensation Committee
The
Board has a CGCC (as previously defined) whose functions include
reviewing, on an annual basis, the compensation paid to the
Company’s executive officers and directors, reviewing the
performance of the Company’s executive officers, and making
recommendations on compensation to the Board. The CGCC periodically
considers the grant of incentive Awards under the Share-Based
Compensation Plan. The CGCC currently consists of Greg Hall
(Chairman), and Masa Igata. All members are independent directors,
and have direct experience relevant to their responsibilities on
the CGCC. The Board has not made a determination on whether Messrs.
Hall and Igata meet the independence requirements for members of
the compensation committee established under NYSE American Company
Guide Section 805(c)(1).
As of
December 31, 2018, we had four employees in Canada, seven employees
in Mongolia, and four non-independent consultants working in
Bolivia, Canada and the United States.
As of
December 31, 2017, we had three employees in Canada, 14 employees
in Mongolia, and seven non-independent consultants working in
Bolivia, Canada and the United States.
As of
December 31, 2016, we had two employees and three consultants in
Canada, 17 employees in Mongolia, and four employees and one
consultant in Bolivia.
We rely
on and engage consultants on a contract basis to assist us to carry
on our administrative and exploration activities.
The following table
sets forth certain information as of
March
29, 2019
regarding the beneficial ownership of our common shares by the
executive officers and directors named herein. The percentage of
common shares beneficially owned is computed on the basis of
95,316,127 common shares outstanding as of March 29,
2019.
Holder
|
Number of Common
Shares Held
|
Percentage of
Common Shares Held
|
|
|
|
Gerald
Panneton
(1)
|
2,110,000
|
*
|
500,000
|
0.26
|
Oct. 10,
2023
|
John
Lee
|
13,537,227
(2)
|
14.20
%
|
150,000
|
0.65
|
May 1,
2019
|
|
|
|
235,000
|
0.50
|
Apr. 7,
2020
|
|
|
|
134,000
|
0.50
|
June 22,
2020
|
|
|
|
500,000
|
0.20
|
June 2,
2021
|
|
|
|
300,000
|
0.49
|
Jan. 12,
2022
|
|
|
|
550,000
|
0.33
|
June 12,
2022
|
|
|
|
680,000
|
0.35
|
Sept. 1,
2022
|
|
|
|
400,000
|
0.28
|
Apr. 6,
2023
|
|
|
|
350,000
|
0.33
|
Oct. 17,
2023
|
Greg
Hall
|
196,970
|
*
|
40,000
|
0.65
|
May 1,
2019
|
|
|
|
60,000
|
0.50
|
Apr. 7,
2020
|
|
|
|
20,000
|
0.50
|
June 22,
2020
|
|
|
|
120,000
|
0.20
|
June 2,
2021
|
|
|
|
50,000
|
0.49
|
Jan. 12,
2022
|
|
|
|
50,000
|
0.33
|
June 12,
2022
|
|
|
|
50,000
|
0.35
|
Sept. 1,
2022
|
|
|
|
40,000
|
0.28
|
Apr. 6,
2023
|
|
|
|
50,000
|
0.33
|
Oct. 17,
2023
|
Masa
Igata
|
1,131,245
(3)
|
1.19
%
|
50,000
|
0.65
|
May 1,
2019
|
|
|
|
30,000
|
0.50
|
Apr. 7,
2020
|
|
|
|
20,000
|
0.50
|
June 22,
2020
|
|
|
|
120,000
|
0.20
|
June 2,
2021
|
|
|
|
70,000
|
0.49
|
Jan. 12,
2022
|
|
|
|
50,000
|
0.33
|
June 12,
2022
|
|
|
|
50,000
|
0.35
|
Sept. 1,
2022
|
|
|
|
40,000
|
0.28
|
Apr. 6,
2023
|
|
|
|
50,000
|
0.33
|
Oct. 17,
2023
|
Louis
Dionne
(4)
|
50,000
|
*
|
50,000
|
0.26
|
Oct. 10,
2023
|
|
|
|
100,000
|
0.33
|
Oct. 17,
2023
|
Irina
Plavutska
|
|
*
|
15,000
|
0.65
|
May 1,
2019
|
|
|
|
30,000
|
0.50
|
Apr. 7,
2020
|
|
|
|
20,000
|
0.50
|
June 22,
2020
|
|
|
|
90,000
|
0.20
|
June 2,
2021
|
|
|
|
70,000
|
0.49
|
Jan. 12,
2022
|
|
|
|
120,000
|
0.33
|
June 12,
2022
|
|
|
|
100,000
|
0.35
|
Sept. 1,
2022
|
|
|
|
100,000
|
0.28
|
Apr. 6,
2023
|
|
|
|
50,000
|
0.33
|
Oct. 17,
2023
|
Tony
Wong
(5)
|
369,180
|
*
|
10,000
|
0.65
|
May 1,
2019
|
|
|
|
40,000
|
0.50
|
Apr. 7,
2020
|
|
|
|
20,000
|
0.50
|
June 22,
2020
|
|
|
|
120,000
|
0.20
|
June 2,
2021
|
|
|
|
70,000
|
0.49
|
Jan. 12,
2022
|
|
|
|
80,000
|
0.33
|
June 12,
2022
|
|
|
|
100,000
|
0.35
|
Sept. 1,
2022
|
|
|
|
100,000
|
0.28
|
Apr. 6,
2023
|
|
|
|
50,000
|
0.33
|
Oct. 17,
2023
|
Michael
Drozd
|
30,000
|
*
|
200,000
|
0.31
|
May 1,
2023
|
|
|
|
50,000
|
0.33
|
Oct. 17,
2023
|
|
|
|
|
|
|
* Less
than 1%.
|
|
(1) Mr. Gerald
Panneton was appointed President and CEO effective October 10, 2018
and ceased to be President and CEO of the Company effective
February 15, 2919.
|
(2) The
equivalent of 284,310 of these common shares are held by Merit
Holdings Ltd., a private company wholly owned and controlled by Mr.
Lee. These common shares include the equivalent of 7,500,000 common
shares underlying the equivalent of 7,500,000 units, and the
equivalent of 3,000,000 common shares, issued to Mr. Lee in
connection with those Debt Settlement Agreements with Linx as
disclosed in the information under the heading “
Item 7.B. Related Party
Transactions
”.
|
(3) These
common shares are held by Sophir Asia Limited, a private company
wholly owned and controlled by Mr. Igata.
|
(4) Mr. Louis
Dione was appointed Director effective October 10, 2018 and ceased
to be a Director of the Company effective February 28,
2019
|
(5) Mr. Wong
was appointed Corporate Secretary effective February 3, 2014 and
ceased to be Corporate Secretary of the Company effective February
22, 2919.
|
|
See
“
Description of Compensation
Plan
” for more details.
MAJOR
SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
There
are no entities who, to our knowledge, own beneficially, directly
or indirectly, more than 5% of any class of our voting securities
(other than as set forth in the directors’ and
officers’ table).
Voting Rights
The
Company’s major shareholders do not have different voting
rights from our other shareholders.
Record Holders
As at
March 27, 2019, there were 252 holders of record of our common
shares, of which 72 were U.S. residents owning 813,525 (0.85%) of
our outstanding common shares outstanding at that
time.
Control
The
Company is a publicly owned Canadian corporation, the shares of
which are owned by Canadian residents, U.S. residents, and
residents of other countries.
Change in Control
To the
best of the Company’s knowledge, there are no arrangements
the operation of which may result in a change in control of the
Company.
B.
Related
Party Transactions
The
related party transactions of the Company since January 1, 2016 are
presented below.
●
On October 10,
2018, the Company issued 1,000,000 common shares with a fair value
of $0.35 per share to Gerald Panneton, our Former President and
Chief Executive Officer, and a director of the Company, pursuant to
the terms of the Employment Agreement entered into with Mr.
Panneton. In fiscal year 2018, we paid salary of $91,026 to Mr.
Panneton.
●
Linx Partners Ltd.,
a private company controlled by John Lee, our interim President,
interim CEO and a director of the Company, has provided management
and consulting services to the Company since April 7, 2015 (prior
to that, from June 13, 2011, Mr. Lee’s management and
consulting services were provided to the Company though Mau Capital
Management LLC, another private company controlled by Mr. Lee). In
fiscal year 2018, we paid $401,044 for management and consulting
services rendered to the Company by Linx Partners Ltd. Linx
Partners Ltd. provided a revolving credit facility for a maximum
principal amount of $2.5 million, with a two-year term at a simple
interest rate of 18% per annum. Prophecy fully paid the amount
owing under the credit facility and subsequently terminated the
same on November 28, 2017.
●
MaKevCo Consulting
Inc., a private company 50% owned by Greg Hall, a director of the
Company, provides consulting services to the Company. In fiscal
year 2018, we paid $21,200 for consulting services rendered to the
Company by MaKevCo Consulting Inc.
●
Sophir Asia Ltd., a
private company controlled by Masa Igata, a director of the
Company, provides consulting services to the Company. In fiscal
year 2018, we paid $19,100 for consulting services rendered to the
Company by Sophir Asia Ltd.
A
summary of related party transactions by related party is as
follows:
|
|
Related parties
|
|
|
|
Directors
and officers
|
$
1,265,152
|
$
307,425
|
$
280,160
|
Linx
Partners Ltd.
|
401,044
|
363,781
|
210,000
|
MaKevCo
Consulting Inc.
|
21,200
|
23,600
|
22,480
|
Sophir
Asia Ltd.
|
19,100
|
19,700
|
20,380
|
|
$
1,706,496
|
$
714,506
|
$
533,020
|
A summary of the transactions by nature among the related parties
is as follows:
|
|
Related parties
|
|
|
|
Consulting
and management fees
|
$
268,456
|
$
247,525
|
$
153,000
|
Directors'
fees
|
70,378
|
60,600
|
63,240
|
Mineral
properties
|
631,610
|
201,875
|
117,000
|
Salaries
|
736,052
|
204,506
|
199,780
|
|
$
1,706,496
|
$
714,506
|
$
533,020
|
As at December 31, 2018, amounts due to related parties were $4,634
(December 31, 2017 - $160,503), (December 31, 2016 –
$366,269).
Interests
of Experts and Counsel
Not
applicable.
Consolidated
Statements and Other Financial Information
Consolidated Financial Statements
The
consolidated financial statements of the Company and the report of
the independent registered public accounting firm, Davidson &
Company LLP, are filed as part of this Annual Report under Item
18.
Legal or Arbitration Proceedings
Other
than as disclosed below, the Company has not been involved in any
legal or arbitration proceedings or regulatory actions which may
have, or have had in the recent past, significant effects on the
company’s financial position or profitability. The Company
accrues for liabilities when it is probable and the amount can be
reasonably estimated.
Red Hill Mongolia Tax Claim
During
the year ended December 31, 2014, Red Hill was issued a letter from
the Sukhbaatar District Tax Division notifying it of the results of
the Sukhbaatar District Tax Division’s VAT inspection of Red
Hill’s 2009-2013 tax imposition and payments that resulted in
validating VAT credit of only MNT235,718,533 (approximately
USD$100,000) from Red Hill’s claimed VAT credit of
MNT2,654,175,507 (approximately USD$1.1 million). Red Hill
disagreed with the Sukhbaatar District Tax Division’s
findings as the tax assessment appeared to the Company to be
unfounded. The Company disputed the Sukhbaatar District Tax
Division’s assessment and submitted a complaint to the
Capital City Tax Tribunal.
On
March 24, 2015, the Capital City Tax Tribunal resolved to refer the
matter back to the Sukhbaatar District Tax Division for revision
and separation of the action between confirmation of Red
Hill’s VAT credit, and the imposition of the
penalty/deduction for the tax assessment. The Sukhbaatar District
Tax Division appealed the Capital City Tax Tribunal’s
resolution to the General Tax Tribunal office, but was denied on
June 4, 2015 on procedural grounds. As a result, the Sukhbaatar
District Tax Division implemented the Capital City Tax
Tribunal’s resolution on June 25, 2015, finding: (1) with
respect to confirmation of Red Hill’s VAT credit, that after
inspection the amount was to be MNT235,718,533 (approximately
USD$100,000); and (2) with respect to the imposition of the
penalty/deduction for the tax assessment, that no penalty was to be
issued but that Red Hill’s loss to be depreciated and
reported to be MNT1,396,668,549 (approximately USD$580,000) in 2010
and MNT4,462,083,700 (approximately USD$1.8 million) in
2011.
The
Company continued to dispute the Sukhbaatar District Tax
Division’s assessment and delivered a complaint to Capital
City Tax Tribunal on July 24, 2015. At this time, there is no
change in the VAT claim. Red Hill submitted a complaint concerning
the long delay to the General Tax office and the Ministry of
Finance. Following the submittal, the City tax tribunal officer
informed Red Hill that a hearing would be scheduled soon. Red Hill
is working with its external legal counsel to provide additional
documents to the City tax tribunal before the hearing to solidify
its case.
ASC Bolivia Tax Claim
In
connection with the transaction with Apogee, we agreed to assume
within certain limitations all liabilities, including legal and tax
liabilities associated with the Apogee Subsidiaries and the
Pulacayo Project. During Apogee’s financial year ended June
30, 2014, it received notice from the Servicio de Impuestos
Nacionales, the national tax authority in Bolivia, alleging that
the Company’s wholly owned subsidiary ASC owes approximately
Bs42,000,000 (approximately $8,121,918) of taxes, interest and
penalties relating to a historical tax liability which occurred in
2004, prior to Apogee acquiring the subsidiary in 2011. Apogee
disclosed that it was not aware of this historical liability,
originally assessed by the tax authority at an amount equivalent to
approximately $760,000 in 2004, and believes this notice was
improperly provided. The Company continued to dispute the
assessment and hired local legal counsel to pursue an appeal of the
tax authority’s assessment on both substantive and procedural
grounds. On May 26, 2015, the Company received a positive
Resolution issued by the Bolivian Constitutional Court that among
other things, declared null and void the previous Resolution of the
Bolivian Supreme Court issued in 2011 (that imposed the tax
liability on ASC) and sent the matter back to the Supreme Court to
consider and issue a new Resolution. The Company plans to continue
to vigorously defend its position and make submissions to the
Supreme Court during the new hearing.
Dividend Policy
To date, we have not paid any dividends on our outstanding common
shares and it is not contemplated that we will pay any dividends in
the immediate or foreseeable future. It is our intention to use all
available cash flow to finance further operations and exploration
of our resource properties. Holders of our common shares will be
entitled to receive dividends, if, as and when declared by the our
Board out of profits, capital or otherwise.
There
are no restrictions that could prevent us from paying dividends on
our common shares except that we may not pay dividends if that
payment would render us insolvent.
Subsequent
to year end, on February 19, 2019, the Company announced that
Gerald Panneton resigned as the President & Chief Executive
Officer, and a director of the Company effective February 15, 2019.
John Lee, Chairman and former Chief Executive Officer of the
Company, was appointed to serve as Interim President & Chief
Executive Officer. Also, in February 2019, the Company announced
resignation of Louis Dionne as a director of the
Company.
On
March 7, 2019, the Company announced
the appointment of
Michael Doolin as the Company’s Chief Operating Officer and
interim Chief Executive Officer, effective April 1, 2019. In this
role, Mr. Doolin will manage Prophecy’s worldwide operations
while collaborating with Prophecy’s executive chairman John
Lee on investor marketing, fundraising and the Company’s
overall strategic direction.
Offer
and Listing Details
Our
common shares are listed for trading on the TSX under the symbol
“PCY”, the OTCQX under the symbol “PRPCF”
and the Frankfurt Stock Exchange under the symbol
“1P2N”.
Not
applicable.
Our
common shares are listed for trading on the TSX, the OTCQX, and the
Frankfurt Stock Exchange.
Our
common shares were voluntarily delisted from the OTCQX on January
29, 2016 and began trading again on the OTCQX on February 27,
2018.
Not
applicable.
Not
applicable.
Not
applicable.
ITEM
10.
ADDITIONAL
INFORMATION
Not
Applicable.
Memorandum
and Articles of Association
This
information has been reported previously in the Company’s
registration statement dated September 17, 2018 on Form 20-F as
amended, under Commission file number: 000-55985, and has not
changed.
●
the Mineral Lease
Agreement dated June 22, 2017, between Prophecy and Janelle
Dietrich, concerning the lease by the Company of those mining
claims which constitute the Gibellini group of claims;
●
the Mineral Lease
Agreement dated July 10, 2017 among Prophecy, Richard A. McKay,
Nancy M. Minoletti and Pamela S. Scutt, concerning the lease by the
Company of those mining claims which constitute the Louie Hill
group of claims;
●
the Share Purchase
Agreement dated February 7, 2018 among Prophecy, Medalist Capital
Ltd. and 631208 B.C. Ltd., concerning the indirect acquisition of
105 unpatented lode mining claims located adjacent to the existing
Gibellini Project through the acquisition of 1104002 B.C. Ltd and
its subsidiary, VC Exploration (US) Inc.; and
●
the Amendment to
the Mineral Lease Agreement dated April 19, 2018 between Prophecy
and Janelle Dietrich, concerning the lease by the Company of those
mining claims which constitute the Gibellini group of
claims.
There
are no governmental laws, decrees, regulations or other
legislation, including foreign exchange controls, in Canada which
may affect the export or import of capital or that may affect the
remittance of dividends, interest or other payments to non-resident
holders of the Company’s securities. Any remittances of
dividends to United States residents, however, are subject to a
withholding tax pursuant to the Income Tax Act (Canada) and the
Canada-U.S. Income Tax Convention (1980), each as amended.
Remittances of interest to U.S. residents entitled to the benefits
of such Convention are generally not subject to withholding taxes
except in limited circumstances involving participating interest
payments. Certain other types of remittances, such as royalties
paid to U.S. residents, may be subject to a withholding tax
depending on all of the circumstances.
CERTAIN UNITED STATES FEDERAL INCOME TAX
CONSIDERATIONS
The
following is a general summary of certain material U.S. federal
income tax considerations applicable to a U.S. Holder (as defined
below) arising from and relating to the acquisition, ownership, and
disposition of common shares.
This
summary is for general information purposes only and does not
purport to be a complete analysis or listing of all potential U.S.
federal income tax considerations that may apply to a U.S. Holder
arising from and relating to the acquisition, ownership, and
disposition of common shares. In addition, this summary does not
take into account the individual facts and circumstances of any
particular U.S. Holder that may affect the U.S. federal income tax
consequences to such U.S. Holder, including, without limitation,
specific tax consequences to a U.S. Holder under an applicable
income tax treaty. Accordingly, this summary is not intended to be,
and should not be construed as, legal or U.S. federal income tax
advice with respect to any U.S. Holder. This summary does not
address the U.S. federal alternative minimum, U.S. federal estate
and gift, U.S. state and local, and non-U.S. tax consequences to
U.S. Holders of the acquisition, ownership, and disposition of
common shares. In addition, except as specifically set forth below,
this summary does not discuss applicable tax reporting
requirements. Each prospective U.S. Holder should consult its own
tax advisors regarding the U.S. federal, U.S. federal alternative
minimum, U.S. federal estate and gift, U.S. state and local, and
non-U.S. tax consequences relating to the acquisition, ownership
and disposition of common shares.
No
legal opinion from U.S. legal counsel or ruling from the Internal
Revenue Service (the “IRS”) has been requested, or will
be obtained, regarding the U.S. federal income tax consequences of
the acquisition, ownership, and disposition of common shares. This
summary is not binding on the IRS, and the IRS is not precluded
from taking a position that is different from, and contrary to, the
positions taken in this summary. In addition, because the
authorities on which this summary is based are subject to various
interpretations, the IRS and the U.S. courts could disagree with
one or more of the conclusions described in this
summary.
Scope of this Summary
Authorities
This
summary is based on the Internal Revenue Code of 1986, as amended
(the “Code”), Treasury Regulations (whether final,
temporary, or proposed), published rulings of the IRS, published
administrative positions of the IRS, the Convention Between Canada
and the United States of America with Respect to Taxes on Income
and on Capital, signed September 26, 1980, as amended (the
“Canada-U.S. Tax Convention”), and U.S. court decisions
that are applicable, and, in each case, as in effect and available,
as of the date of this document. Any of the authorities on which
this summary is based could be changed in a material and adverse
manner at any time, and any such change could be applied
retroactively. This summary does not discuss the potential effects,
whether adverse or beneficial, of any proposed
legislation.
U.S. Holders
For
purposes of this summary, the term “U.S. Holder” means
a beneficial owner of common shares that is for U.S. federal income
tax purposes:
●
an individual who
is a citizen or resident of the United States;
●
a corporation (or
other entity treated as a corporation for U.S. federal income tax
purposes) organized under the laws of the United States, any state
thereof or the District of Columbia;
●
an estate whose
income is subject to U.S. federal income taxation regardless of its
source; or
●
a trust that (1) is
subject to the primary supervision of a court within the U.S. and
the control of one or more U.S. persons for all substantial
decisions or (2) has a valid election in effect under applicable
Treasury Regulations to be treated as a U.S. person.
U.S. Holders Subject to Special U.S. Federal Income Tax Rules Not
Addressed
This
summary does not address the U.S. federal income tax considerations
applicable to U.S. Holders that are subject to special provisions
under the Code, including, but not limited to, U.S. Holders that:
(a) are tax-exempt organizations, qualified retirement plans,
individual retirement accounts, or other tax-deferred accounts; (b)
are financial institutions, underwriters, insurance companies, real
estate investment trusts, or regulated investment companies; (c)
are broker-dealers, dealers, or traders in securities or currencies
that elect to apply a mark-to-market accounting method; (d) have a
“functional currency” other than the U.S. dollar; (e)
own common shares as part of a straddle, hedging transaction,
conversion transaction, constructive sale, or other arrangement
involving more than one position; (f) acquire common shares in
connection with the exercise of employee stock options or otherwise
as compensation for services; (g) hold common shares other than as
a capital asset within the meaning of Section 1221 of the Code
(generally, property held for investment purposes); (h) are
required to accelerate the recognition of any item of gross income
with respect to common shares as a result of such income being
recognized on an applicable financial statement; or (i) own, have
owned or will own (directly, indirectly, or by attribution) 10% or
more of the total combined voting power or value of the outstanding
shares of the Company. This summary also does not address the U.S.
federal income tax considerations applicable to U.S. Holders who
are: (a) U.S. expatriates or former long-term residents of the
U.S.; (b) persons that have been, are, or will be a resident or
deemed to be a resident in Canada for purposes of the Income Tax
Act (Canada) (the “Tax Act”); (c) persons that use or
hold, will use or hold, or that are or will be deemed to use or
hold common shares in connection with carrying on a business in
Canada; (d) persons whose common shares constitute “taxable
Canadian property” under the Tax Act; or (e) persons that
have a permanent establishment in Canada for the purposes of the
Canada-U.S. Tax Convention. U.S. Holders that are subject to
special provisions under the Code, including, but not limited to,
U.S. Holders described immediately above, should consult their own
tax advisors regarding the U.S. federal, U.S. federal alternative
minimum, U.S. federal estate and gift, U.S. state and local, and
non-U.S. tax consequences relating to the acquisition, ownership
and disposition of common shares.
If an
entity or arrangement that is classified as a partnership (or other
“pass-through” entity) for U.S. federal income tax
purposes holds common shares, the U.S. federal income tax
consequences to such entity or arrangement and the partners (or
other owners or participants) of such entity or arrangement
generally will depend on the activities of the entity or
arrangement and the status of such partners (or owners or
participants). This summary does not address the tax consequences
to any such partner (or owner or participants). Partners (or other
owners or participants) of entities or arrangements that are
classified as partnerships or as “pass-through”
entities for U.S. federal income tax purposes should consult their
own tax advisors regarding the U.S. federal income tax consequences
arising from and relating to the acquisition, ownership, and
disposition of common shares.
Passive Foreign Investment Company Rules
PFIC Status of the Company
If the
Company were to constitute a “passive foreign investment
company” under the meaning of Section 1297 of the Code (a
“PFIC”, as defined below) for any year during a U.S.
Holder’s holding period, then certain potentially adverse
rules may affect the U.S. federal income tax consequences to a U.S.
Holder as a result of the acquisition, ownership and disposition of
common shares. The Company believes that it was classified as a
PFIC during the tax year ended December 31, 2017, and based on
current business plans and financial expectations, the Company
expects that it will be a PFIC for the current tax year and may be
a PFIC in future tax years. No opinion of legal counsel or ruling
from the IRS concerning the status of the Company as a PFIC has
been obtained or is currently planned to be requested. The
determination of whether any corporation was, or will be, a PFIC
for a tax year depends, in part, on the application of complex U.S.
federal income tax rules, which are subject to differing
interpretations. In addition, whether any corporation will be a
PFIC for any tax year depends on the assets and income of such
corporation over the course of each such tax year and, as a result,
cannot be predicted with certainty as of the date of this document.
Accordingly, there can be no assurance that the IRS will not
challenge any determination made by the Company (or any subsidiary
of the Company) concerning its PFIC status. Each U.S. Holder should
consult its own tax advisors regarding the PFIC status of the
Company and each subsidiary of the Company. In any year in which
the Company is classified as a PFIC, a U.S. Holder will be required
to file an annual report with the IRS containing such information
as Treasury Regulations and/or other IRS guidance may require. In
addition to penalties, a failure to satisfy such reporting
requirements may result in an extension of the time period during
which the IRS can assess a tax. U.S. Holders should consult their
own tax advisors regarding the requirements of filing such
information returns under these rules, including the requirement to
file an IRS Form 8621 annually.
The
Company generally will be a PFIC if, for a tax year, (a) 75% or
more of the gross income of the Company is passive income (the
“PFIC income test”) or (b) 50% or more of the value of
the Company’s assets either produce passive income or are
held for the production of passive income, based on the quarterly
average of the fair market value of such assets (the “PFIC
asset test”). “Gross income” generally includes
all sales revenues less the cost of goods sold, plus income from
investments and from incidental or outside operations or sources,
and “passive income” generally includes, for example,
dividends, interest, certain rents and royalties, certain gains
from the sale of stock and securities, and certain gains from
commodities transactions.
Active
business gains arising from the sale of commodities generally are
excluded from passive income if substantially all of a foreign
corporation’s commodities are stock in trade or inventory,
depreciable property used in a trade or business, or supplies
regularly used or consumed in the ordinary course of its trade or
business, and certain other requirements are
satisfied.
For
purposes of the PFIC income test and PFIC asset test described
above, if the Company owns, directly or indirectly, 25% or more of
the total value of the outstanding shares of another corporation,
the Company will be treated as if it (a) held a proportionate share
of the assets of such other corporation and (b) received directly a
proportionate share of the income of such other corporation. In
addition, for purposes of the PFIC income test and PFIC asset test
described above, and assuming certain other requirements are met,
“passive income” does not include certain interest,
dividends, rents, or royalties that are received or accrued by the
Company from certain “related persons” (as defined in
Section 954(d)(3) of the Code) also organized in Canada, to the
extent such items are properly allocable to the income of such
related person that is not passive income.
Under
certain attribution rules, if the Company is a PFIC, U.S. Holders
will generally be deemed to own their proportionate share of the
Company’s direct or indirect equity interest in any company
that is also a PFIC (a ‘‘Subsidiary
PFIC’’), and will generally be subject to U.S. federal
income tax on their proportionate share of (a) any “excess
distributions,” as described below, on the stock of a
Subsidiary PFIC and (b) a disposition or deemed disposition of the
stock of a Subsidiary PFIC by the Company or another Subsidiary
PFIC, both as if such U.S. Holders directly held the shares of such
Subsidiary PFIC. In addition, U.S. Holders may be subject to U.S.
federal income tax on any indirect gain realized on the stock of a
Subsidiary PFIC on the sale or disposition of common shares.
Accordingly, U.S. Holders should be aware that they could be
subject to tax under the PFIC rules even if no distributions are
received and no redemptions or other dispositions of common shares
are made.
Default PFIC Rules Under Section 1291 of the Code
If the
Company is a PFIC for any tax year during which a U.S. Holder owns
common shares, the U.S. federal income tax consequences to such
U.S. Holder of the acquisition, ownership, and disposition of
common shares will depend on whether and when such U.S. Holder
makes an election to treat the Company and each Subsidiary PFIC, if
any, as a “qualified electing fund” or
“QEF” under Section 1295 of the Code (a “QEF
Election”) or makes a mark-to-market election under Section
1296 of the Code (a “Mark-to-Market Election”). A U.S.
Holder that does not make either a QEF Election or a Mark-to-Market
Election will be referred to in this summary as a
“Non-Electing U.S. Holder.”
A
Non-Electing U.S. Holder will be subject to the rules of Section
1291 of the Code (described below) with respect to (a) any gain
recognized on the sale or other taxable disposition of common
shares and (b) any “excess distribution” received on
the common shares. A distribution generally will be an
“excess distribution” to the extent that such
distribution (together with all other distributions received in the
current tax year) exceeds 125% of the average distributions
received during the three preceding tax years (or during a U.S.
Holder’s holding period for the common shares, if
shorter).
Under
Section 1291 of the Code, any gain recognized on the sale or other
taxable disposition of common shares (including an indirect
disposition of the stock of any Subsidiary PFIC), and any
“excess distribution” received on common shares or with
respect to the stock of a Subsidiary PFIC, must be ratably
allocated to each day in a Non-Electing U.S. Holder’s holding
period for the respective common shares. The amount of any such
gain or excess distribution allocated to the tax year of
disposition or distribution of the excess distribution and to years
before the entity became a PFIC, if any, would be taxed as ordinary
income (and not eligible for certain preferred rates). The amounts
allocated to any other tax year would be subject to U.S. federal
income tax at the highest tax rate applicable to ordinary income in
each such year, and an interest charge would be imposed on the tax
liability for each such year, calculated as if such tax liability
had been due in each such year. A Non-Electing U.S. Holder that is
not a corporation must treat any such interest paid as
“personal interest,” which is not
deductible.
If the
Company is a PFIC for any tax year during which a Non-Electing U.S.
Holder holds common shares, the Company will continue to be treated
as a PFIC with respect to such Non-Electing U.S. Holder, regardless
of whether the Company ceases to be a PFIC in one or more
subsequent tax years. A Non-Electing U.S. Holder may terminate this
deemed PFIC status by electing to recognize gain (which will be
taxed under the rules of Section 1291 of the Code discussed above),
but not loss, as if such common shares were sold on the last day of
the last tax year for which the Company was a PFIC.
QEF Election
A U.S.
Holder that makes a timely and effective QEF Election for the first
tax year in which the holding period of its common shares begins
generally will not be subject to the rules of Section 1291 of the
Code discussed above with respect to its common shares. A U.S.
Holder that makes a timely and effective QEF Election will be
subject to U.S. federal income tax on such U.S. Holder’s pro
rata share of (a) the net capital gain of the Company, which will
be taxed as long-term capital gain to such U.S. Holder, and (b) the
ordinary earnings of the Company, which will be taxed as ordinary
income to such U.S. Holder. Generally, “net capital
gain” is the excess of (a) net long-term capital gain over
(b) net short-term capital loss, and “ordinary
earnings” are the excess of (a) “earnings and
profits” over (b) net capital gain. A U.S. Holder that makes
a QEF Election will be subject to U.S. federal income tax on such
amounts for each tax year in which the Company is a PFIC,
regardless of whether such amounts are actually distributed to such
U.S. Holder by the Company. However, for any tax year in which the
Company is a PFIC and has no net income or gain, U.S. Holders that
have made a QEF Election would not have any income inclusions as a
result of the QEF Election. If a U.S. Holder that made a QEF
Election has an income inclusion, such a U.S. Holder may, subject
to certain limitations, elect to defer payment of current U.S.
federal income tax on such amounts, subject to an interest charge.
If such U.S. Holder is not a corporation, any such interest paid
will be treated as “personal interest,” which is not
deductible.
A U.S.
Holder that makes a timely and effective QEF Election with respect
to the Company generally (a) may receive a tax-free distribution
from the Company to the extent that such distribution represents
“earnings and profits” of the Company that were
previously included in income by the U.S. Holder because of such
QEF Election and (b) will adjust such U.S. Holder’s tax basis
in the common shares to reflect the amount included in income or
allowed as a tax-free distribution because of such QEF Election. In
addition, a U.S. Holder that makes a QEF Election generally will
recognize capital gain or loss on the sale or other taxable
disposition of common shares.
The
procedure for making a QEF Election, and the U.S. federal income
tax consequences of making a QEF Election, will depend on whether
such QEF Election is timely. A QEF Election will be treated as
“timely” if such QEF Election is made for the first
year in the U.S. Holder’s holding period for the common
shares in which the Company was a PFIC. A U.S. Holder may make a
timely QEF Election by filing the appropriate QEF Election
documents at the time such U.S. Holder files a U.S. federal income
tax return for such year. If a U.S. Holder does not make a timely
and effective QEF Election for the first year in the U.S.
Holder’s holding period for the common shares, the U.S.
Holder may still be able to make a timely and effective QEF
Election in a subsequent year if such U.S. Holder meets certain
requirements and makes a “purging” election to
recognize gain (which will be taxed under the rules of Section 1291
of the Code discussed above) as if such common shares were sold for
their fair market value on the day the QEF Election is effective.
If a U.S. Holder makes a QEF Election but does not make a
“purging” election to recognize gain as discussed in
the preceding sentence, then such U.S. Holder shall be subject to
the QEF Election rules and shall continue to be subject to tax
under the rules of Section 1291 discussed above with respect to its
common shares. If a U.S. Holder owns PFIC stock indirectly through
another PFIC, separate QEF Elections must be made for the PFIC in
which the U.S. Holder is a direct shareholder and the Subsidiary
PFIC for the QEF rules to apply to both PFICs.
A QEF
Election will apply to the tax year for which such QEF Election is
timely made and to all subsequent tax years, unless such QEF
Election is invalidated or terminated or the IRS consents to
revocation of such QEF Election. If a U.S. Holder makes a QEF
Election and, in a subsequent tax year, the Company ceases to be a
PFIC, the QEF Election will remain in effect (although it will not
be applicable) during those tax years in which the Company is not a
PFIC. Accordingly, if the Company becomes a PFIC in another
subsequent tax year, the QEF Election will be effective and the
U.S. Holder will be subject to the QEF rules described above during
any subsequent tax year in which the Company qualifies as a
PFIC.
U.S.
Holders should be aware that there can be no assurances that the
Company will satisfy the record keeping requirements that apply to
a QEF, or that the Company will supply U.S. Holders with
information that such U.S. Holders are required to report under the
QEF rules, in the event that the Company is a PFIC. Thus, U.S.
Holders may not be able to make a QEF Election with respect to
their common shares. Each U.S. Holder should consult its own tax
advisors regarding the availability of, and procedure for making, a
QEF Election.
A U.S.
Holder makes a QEF Election by attaching a completed IRS Form 8621,
including a PFIC Annual Information Statement, to a timely filed
United States federal income tax return. However, if the Company
does not provide the required information with regard to the
Company or any of its Subsidiary PFICs, U.S. Holders will not be
able to make a QEF Election for such entity and will continue to be
subject to the rules of Section 1291 of the Code discussed above
that apply to Non-Electing U.S. Holders with respect to the
taxation of gains and excess distributions.
Mark-to-Market Election
A U.S.
Holder may make a Mark-to-Market Election only if the common shares
are marketable stock. The common shares generally will be
“marketable stock” if the common shares are regularly
traded on (a) a national securities exchange that is registered
with the Securities and Exchange Commission, (b) the national
market system established pursuant to section 11A of the Securities
and Exchange Act of 1934, or (c) a foreign securities exchange that
is regulated or supervised by a governmental authority of the
country in which the market is located, provided that (i) such
foreign exchange has trading volume, listing, financial disclosure,
and surveillance requirements, and meets other requirements and the
laws of the country in which such foreign exchange is located,
together with the rules of such foreign exchange, ensure that such
requirements are actually enforced and (ii) the rules of such
foreign exchange effectively promote active trading of listed
stocks. If such stock is traded on such a qualified exchange or
other market, such stock generally will be “regularly
traded” for any calendar year during which such stock is
traded, other than in de minimis quantities, on at least 15 days
during each calendar quarter.
A U.S.
Holder that makes a Mark-to-Market Election with respect to its
common shares generally will not be subject to the rules of Section
1291 of the Code discussed above with respect to such common
shares. However, if a U.S. Holder does not make a Mark-to-Market
Election beginning in the first tax year of such U.S.
Holder’s holding period for the common shares for which the
Company is a PFIC and such U.S. Holder has not made a timely QEF
Election, the rules of Section 1291 of the Code discussed above
will apply to certain dispositions of, and distributions on, the
common shares.
A U.S.
Holder that makes a Mark-to-Market Election will include in
ordinary income, for each tax year in which the Company is a PFIC,
an amount equal to the excess, if any, of (a) the fair market value
of the common shares, as of the close of such tax year over (b)
such U.S. Holder’s adjusted tax basis in such common shares.
A U.S. Holder that makes a Mark-to-Market Election will be allowed
a deduction in an amount equal to the excess, if any, of (a) such
U.S. Holder’s adjusted tax basis in the common shares, over
(b) the fair market value of such common shares (but only to the
extent of the net amount of previously included income as a result
of the Mark-to-Market Election for prior tax years).
A U.S.
Holder that makes a Mark-to-Market Election generally also will
adjust such U.S. Holder’s tax basis in the common shares to
reflect the amount included in gross income or allowed as a
deduction because of such Mark-to-Market Election. In addition,
upon a sale or other taxable disposition of common shares, a U.S.
Holder that makes a Mark-to-Market Election will recognize ordinary
income or ordinary loss (not to exceed the excess, if any, of (a)
the amount included in ordinary income because of such
Mark-to-Market Election for prior tax years over (b) the amount
allowed as a deduction because of such Mark-to-Market Election for
prior tax years). Losses that exceed this limitation are subject to
the rules generally applicable to losses provided in the Code and
Treasury Regulations.
A U.S.
Holder makes a Mark-to-Market Election by attaching a completed IRS
Form 8621 to a timely filed United States federal income tax
return. A Mark-to-Market Election applies to the tax year in which
such Mark-to-Market Election is made and to each subsequent tax
year, unless the common shares cease to be “marketable
stock” or the IRS consents to revocation of such election.
Each U.S. Holder should consult its own tax advisors regarding the
availability of, and procedure for making, a Mark-to-Market
Election.
Although
a U.S. Holder may be eligible to make a Mark-to-Market Election
with respect to the common shares, no such election may be made
with respect to the stock of any Subsidiary PFIC that a U.S. Holder
is treated as owning, because such stock is not marketable. Hence,
the Mark-to- Market Election will not be effective to avoid the
application of the default rules of Section 1291 of the Code
described above with respect to deemed dispositions of Subsidiary
PFIC stock or excess distributions from a Subsidiary PFIC to its
shareholder.
Other PFIC Rules
Under
Section 1291(f) of the Code, the IRS has issued proposed Treasury
Regulations that, subject to certain exceptions, would cause a U.S.
Holder that had not made a timely QEF Election to recognize gain
(but not loss) upon certain transfers of common shares that would
otherwise be tax- deferred (e.g., gifts and exchanges pursuant to
corporate reorganizations). However, the specific U.S. federal
income tax consequences to a U.S. Holder may vary based on the
manner in which common shares are transferred.
Certain
additional adverse rules may apply with respect to a U.S. Holder if
the Company is a PFIC, regardless of whether such U.S. Holder makes
a QEF Election. For example, under Section 1298(b)(6) of the Code,
a U.S. Holder that uses common shares as security for a loan will,
except as may be provided in Treasury Regulations, be treated as
having made a taxable disposition of such common
shares.
Special
rules also apply to the amount of foreign tax credit that a U.S.
Holder may claim on a distribution from a PFIC. Subject to such
special rules, foreign taxes paid with respect to any distribution
in respect of stock in a PFIC are generally eligible for the
foreign tax credit. The rules relating to distributions by a PFIC
and their eligibility for the foreign tax credit are complicated,
and a U.S. Holder should consult with its own tax advisors
regarding the availability of the foreign tax credit with respect
to distributions by a PFIC.
The
PFIC rules are complex, and each U.S. Holder should consult its own
tax advisors regarding the PFIC rules and how the PFIC rules may
affect the U.S. federal income tax consequences of the acquisition,
ownership, and disposition of common shares.
General Rules Applicable to the Ownership and Disposition of Common
Shares
The
following discussion describes the general rules applicable to the
ownership and disposition of the common shares but is subject in
its entirety to the special rules described above under the heading
“Passive Foreign Investment Company
Rules.”
Distributions on Common Shares
A U.S.
Holder that receives a distribution, including a constructive
distribution, with respect to a common share will be required to
include the amount of such distribution in gross income as a
dividend (without reduction for any Canadian income tax withheld
from such distribution) to the extent of the current and
accumulated “earnings and profits” of the Company, as
computed for U.S. federal income tax purposes. A dividend generally
will be taxed to a U.S. Holder at ordinary income tax rates if the
Company is a PFIC for the tax year of such distribution or the
preceding tax year. To the extent that a distribution exceeds the
current and accumulated “earnings and profits” of the
Company, such distribution will be treated first as a tax-free
return of capital to the extent of a U.S. Holder’s tax basis
in the common shares and thereafter as gain from the sale or
exchange of such common shares. (See “Sale or Other Taxable
Disposition of Common Shares” below). However, the Company
may not maintain the calculations of its earnings and profits in
accordance with U.S. federal income tax principles, and each U.S.
Holder may have to assume that any distribution by the Company with
respect to the common shares will constitute ordinary dividend
income. Dividends received on common shares by corporate U.S.
Holders generally will not be eligible for the “dividends
received deduction.” Subject to applicable limitations and
provided the Company is eligible for the benefits of the
Canada-U.S. Tax Convention or the common shares are readily
tradable on a United States securities market, dividends paid by
the Company to non-corporate U.S. Holders, including individuals,
generally will be eligible for the preferential tax rates
applicable to long-term capital gains for dividends, provided
certain holding period and other conditions are satisfied,
including that the Company not be classified as a PFIC in the tax
year of distribution or in the preceding tax year. The dividend
rules are complex, and each U.S. Holder should consult its own tax
advisors regarding the application of such rules.
Sale or Other Taxable Disposition of Common Shares
Upon
the sale or other taxable disposition of common shares, a U.S.
Holder generally will recognize capital gain or loss in an amount
equal to the difference between the U.S. dollar value of cash
received plus the fair market value of any property received and
such U.S. Holder’s tax basis in such common shares sold or
otherwise disposed of. A U.S. Holder’s tax basis in common
shares generally will be such holder’s U.S. dollar cost for
such common shares. Gain or loss recognized on such sale or other
disposition generally will be long-term capital gain or loss if, at
the time of the sale or other disposition, the common shares have
been held for more than one year.
Preferential
tax rates currently apply to long-term capital gain of a U.S.
Holder that is an individual, estate, or trust. There are currently
no preferential tax rates for long-term capital gain of a U.S.
Holder that is a corporation. Deductions for capital losses are
subject to significant limitations under the Code.
Additional Considerations
Additional Tax on Passive Income
Certain
U.S. Holders that are individuals, estates or trusts (other than
trusts that are exempt from tax) will be subject to a 3.8% tax on
all or a portion of their “net investment income,”
which includes dividends on the common shares and net gains from
the disposition of the common shares. Further, excess distributions
treated as dividends, gains treated as excess distributions under
the PFIC rules discussed above, and mark-to-market inclusions and
deductions are all included in the calculation of net investment
income.
Treasury
Regulations provide, subject to the election described in the
following paragraph, that solely for purposes of this additional
tax, that distributions of previously taxed income will be treated
as dividends and included in net investment income subject to the
additional 3.8% tax. Additionally, to determine the amount of any
capital gain from the sale or other taxable disposition of common
shares that will be subject to the additional tax on net investment
income, a U.S. Holder who has made a QEF Election will be required
to recalculate its basis in the common shares excluding QEF basis
adjustments.
Alternatively,
a U.S. Holder may make an election which will be effective with
respect to all interests in a PFIC for which a QEF Election has
been made and which is held in that year or acquired in future
years. Under this election, a U.S. Holder pays the additional 3.8%
tax on QEF income inclusions and on gains calculated after giving
effect to related tax basis adjustments. U.S. Holders that are
individuals, estates or trusts should consult their own tax
advisors regarding the applicability of this tax to any of their
income or gains in respect of the common shares.
Receipt of Foreign Currency
The
amount of any distribution paid to a U.S. Holder in foreign
currency, or on the sale, exchange or other taxable disposition of
common shares, generally will be equal to the U.S. dollar value of
such foreign currency based on the exchange rate applicable on the
date of receipt (regardless of whether such foreign currency is
converted into U.S. dollars at that time). A U.S. Holder will have
a basis in the foreign currency equal to its U.S. dollar value on
the date of receipt. Any U.S. Holder who converts or otherwise
disposes of the foreign currency after the date of receipt may have
a foreign currency exchange gain or loss that would be treated as
ordinary income or loss, and generally will be U.S. source income
or loss for foreign tax credit purposes. Different rules apply to
U.S. Holders who use the accrual method of tax accounting. Each
U.S. Holder should consult its own U.S. tax advisors regarding the
U.S. federal income tax consequences of receiving, owning, and
disposing of foreign currency.
Foreign Tax Credit
Subject
to the PFIC rules discussed above, a U.S. Holder that pays (whether
directly or through withholding) Canadian income tax with respect
to dividends paid on the common shares generally will be entitled,
at the election of such U.S. Holder, to receive either a deduction
or a credit for such Canadian income tax. Generally, a credit will
reduce a U.S. Holder’s U.S. federal income tax liability on a
dollar-for-dollar basis, whereas a deduction will reduce a U.S.
Holder’s income that is subject to U.S. federal income tax.
This election is made on a year-by-year basis and applies to all
foreign taxes paid (whether directly or through withholding) by a
U.S. Holder during a year.
Complex
limitations apply to the foreign tax credit, including the general
limitation that the credit cannot exceed the proportionate share of
a U.S. Holder’s U.S. federal income tax liability that such
U.S. Holder’s “foreign source” taxable income
bears to such U.S. Holder’s worldwide taxable income. In
applying this limitation, a U.S. Holder’s various items of
income and deduction must be classified, under complex rules, as
either “foreign source” or “U.S. source.”
Generally, dividends paid by a foreign corporation should be
treated as foreign source for this purpose, and gains recognized on
the sale of stock of a foreign corporation by a U.S. Holder should
be treated as U.S. source for this purpose, except as otherwise
provided in an applicable income tax treaty, and if an election is
properly made under the Code. However, and subject to certain
exceptions, a portion of the dividends paid by a foreign
corporation will be treated as U.S. source income for U.S. foreign
tax credit purposes, in proportion to its U.S. source earnings and
profits, if U.S. persons own, directly or indirectly, 50 percent or
more of the voting power or value of the foreign
corporation’s shares. The amount of a distribution with
respect to the common shares that is treated as a
“dividend” may be lower for U.S. federal income tax
purposes than it is for Canadian federal income tax purposes,
resulting in a reduced foreign tax credit allowance to a U.S.
Holder. In addition, this limitation is calculated separately with
respect to specific categories of income. The foreign tax credit
rules are complex, and each U.S. Holder should consult its own U.S.
tax advisors regarding the foreign tax credit rules.
Backup Withholding and Information Reporting
Under
U.S. federal income tax law, certain categories of U.S. Holders
must file information returns with respect to their investment in,
or involvement in, a foreign corporation. For example, U.S. return
disclosure obligations (and related penalties) are imposed on
individuals who are U.S. Holders that hold certain specified
foreign financial assets in excess of certain thresholds. The
definition of specified foreign financial assets includes not only
financial accounts maintained in foreign financial institutions,
but also, unless held in accounts maintained by a financial
institution, any stock or security issued by a non-U.S. person, any
financial instrument or contract held for investment that has an
issuer or counterparty other than a U.S. person and any interest in
a foreign entity. U.S. Holders may be subject to these reporting
requirements unless their common shares are held in an account at
certain financial institutions. Penalties for failure to file
certain of these information returns are substantial. U.S. Holders
should consult with their own tax advisors regarding the
requirements of filing information returns, including the
requirement to file an IRS Form 8938.
Payments
made within the U.S., or by a U.S. payor or U.S. middleman, of
dividends on, and proceeds arising from the sale or other taxable
disposition of, common shares will generally be subject to
information reporting and backup withholding tax, at the rate of
24%, if a U.S. Holder (a) fails to furnish such U.S. Holder’s
correct U.S. taxpayer identification number (generally on Form
W-9), (b) furnishes an incorrect U.S. taxpayer identification
number, (c) is notified by the IRS that such U.S. Holder has
previously failed to properly report items subject to backup
withholding tax, or (d) fails to certify, under penalty of perjury,
that such U.S. Holder has furnished its correct U.S. taxpayer
identification number and that the IRS has not notified such U.S.
Holder that it is subject to backup withholding tax. However,
certain exempt persons generally are excluded from these
information reporting and backup withholding rules. Backup
withholding is not an additional tax. Any amounts withheld under
the U.S. backup withholding tax rules will be allowed as a credit
against a U.S. Holder’s U.S. federal income tax liability, if
any, or will be refunded, if such U.S. Holder furnishes required
information to the IRS in a timely manner.
The
discussion of reporting requirements set forth above is not
intended to constitute a complete description of all reporting
requirements that may apply to a U.S. Holder. A failure to satisfy
certain reporting requirements may result in an extension of the
time period during which the IRS can assess a tax and, under
certain circumstances, such an extension may apply to assessments
of amounts unrelated to any unsatisfied reporting requirement. Each
U.S. Holder should consult its own tax advisors regarding the
information reporting and backup withholding rules.
THE ABOVE SUMMARY IS NOT INTENDED TO CONSTITUTE A COMPLETE ANALYSIS
OF ALL TAX CONSIDERATIONS APPLICABLE TO U.S. HOLDERS WITH RESPECT
TO THE ACQUISITION, OWNERSHIP, AND DISPOSITION OF COMMON SHARES.
U.S. HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE TAX
CONSIDERATIONS APPLICABLE TO THEM IN THEIR OWN PARTICULAR
CIRCUMSTANCES.
Dividends
and Paying Agents
Not
Applicable.
Not
Applicable.
We are
subject to the informational requirements of the Exchange Act and
file reports and other information with the SEC. You may read and
copy any of our reports and other information we file with the SEC,
and obtain copies upon payment of any prescribed fees from the
Public Reference Room maintained by the SEC at 100 F Street, N.E.,
Washington, D.C. 20549. In addition, the SEC maintains a website
that contains reports and other information regarding registrants
that file electronically with the SEC at http://www.sec.gov. The
public may obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330.
The
documents concerning us referred to in this Annual Report may be
viewed during normal business hours at our executive offices at
Suite 1610 – 409 Granville Street, Vancouver, British
Columbia, V6C 1T2.
We are
required to file reports and other information with the securities
commissions in Canada. You are invited to read and copy any
reports, statements or other information, other than confidential
filings, that we file with the provincial securities commissions.
These filings are also electronically available from SEDAR at
www.sedar.com, the Canadian equivalent of the SEC’s
electronic document gathering and retrieval system.
Not
applicable.
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
(a)
Quantitative
Information about market risk
Market Risk
The
significant market risks to which the Company is exposed are
interest rate risk, foreign currency risk, and commodity and equity
price risk. Despite some signs of improvement, market challenges
for commodities and mining sector equities continued during the
first part of the year. These economic conditions create
uncertainty particularly over the price of vanadium, silver and
coal, the exchange rate between Canadian and US dollars and the
timing of any further recovery remains uncertain.
Interest Rate Risk
Interest
rate risk is the risk that the fair value or future cash flows of a
financial instrument will fluctuate due to changes in market
interest rates. The Company’s cash and cash equivalents
primarily include highly liquid investments that earn interest at
market rates that are fixed to maturity. Due to the short-term
nature of these financial instruments, fluctuations in market rates
do not have significant impact on the fair values of the financial
instruments as of December 31, 2018. The Company manages interest
rate risk by maintaining an investment policy that focuses
primarily on preservation of capital and liquidity.
Foreign Currency Risk
The
Company is exposed to foreign currency risk to the extent that
monetary assets and liabilities held by the Company are not
denominated in Canadian dollars. The Company has exploration
projects in the United States, Bolivia and Mongolia and undertakes
transactions in various foreign currencies. The Company is
therefore exposed to foreign currency risk arising from
transactions denominated in a foreign currency and the translation
of financial instruments denominated in US dollar, Bolivian
Boliviano and Mongolian Tugrik into its reporting currency, the
Canadian dollar.
Based
on the above, net exposures as at December 31, 2018, with other
variables unchanged, a 10% (December 31, 2017 – 10%, December
31, 2016 – 10%) strengthening (weakening) of the Canadian
dollar against the Mongolian tugrik would impact net loss with
other variables unchanged by $44,000. A 10% strengthening
(weakening) of the Canadian dollar against the Bolivian boliviano
would impact net loss with other variables unchanged by $811,000. A
10% strengthening (weakening) of the US dollar against the Canadian
dollar would impact net loss with other variables unchanged by
$60,000. The Company currently does not use any foreign exchange
contracts to hedge this currency risk.
Commodity and Equity Price Risk
Commodity
price risk is defined as the potential adverse impact on earnings
and economic value due to commodity price movements and
volatilities. Commodity prices fluctuate on a daily basis and are
affected by numerous factors beyond the Company’s control.
The supply and demand for these commodities, the level of interest
rates, the rate of inflation, investment decisions by large holders
of commodities including governmental reserves and stability of
exchange rates can all cause significant fluctuations in prices.
Such external economic factors are in turn influenced by changes in
international investment patterns and monetary systems and
political developments.
The
Company is also exposed to price risk with regards to equity
prices. Equity price risk is defined as the potential adverse
impact on the Company’s earnings due to movements in
individual equity prices or general movements in the level of the
stock market.
The
Company closely monitors commodity prices, individual equity
movements and the stock market to determine the appropriate course
of action to be taken by the Company. Fluctuations in value may be
significant.
Credit Risk
Credit
risk is the risk that one party to a financial instrument will fail
to discharge an obligation and cause the other party to incur a
financial loss. The Company is exposed to credit risk primarily
associated to cash and cash equivalents and receivables. The
carrying amount of assets included on the statements of financial
position represents the maximum credit exposure.
DESCRIPTION
OF SECURITIES OTHER THAN EQUITY SECURITIES
Not
applicable.
American
Depository Receipts
The
Company does not have securities registered as American Depository
Receipts.
PROPHECY DEVELOPMENT CORP.
Consolidated Statements of Financial Position
(Expressed
in Canadian Dollars)
As
at
|
|
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
Current
assets
|
|
|
|
|
Cash and cash
equivalents
|
8
|
$
5,304,097
|
$
4,100,608
|
$
21,648
|
Receivables
|
9
|
36,399
|
34,653
|
91,565
|
Prepaid
expenses
|
10
|
123,272
|
140,610
|
200,526
|
Marketable
securities
|
11
|
-
|
205,600
|
176,000
|
|
|
5,463,768
|
4,481,471
|
489,739
|
Non-current
assets
|
|
|
|
|
Restricted cash
equivalents
|
8
|
34,500
|
34,500
|
-
|
Reclamation
deposits
|
|
21,055
|
21,055
|
21,055
|
Equipment
|
12
|
101,162
|
531,911
|
917,607
|
Mineral
properties
|
13
|
3,643,720
|
13,299,906
|
26,399,708
|
|
|
$
9,264,205
|
$
18,368,843
|
$
27,828,109
|
Liabilities
and Equity
|
|
|
|
|
Current
liabilities
|
|
|
|
|
Accounts payable
and accrued liabilities
|
14
|
$
1,636,786
|
$
1,895,983
|
$
2,658,018
|
Credit
facility
|
15
|
-
|
-
|
1,071,560
|
|
|
1,636,786
|
1,895,983
|
3,729,578
|
Non-current
liabilities
|
|
|
|
|
Provision for
closure and reclamation
|
16
|
265,239
|
244,323
|
242,347
|
Tax
provision
|
17
|
8,121,918
|
7,541,016
|
7,060,691
|
|
|
10,023,943
|
9,681,322
|
11,032,616
|
Equity
|
|
|
|
|
Share
capital
|
18
|
173,819,546
|
165,862,805
|
156,529,025
|
Reserves
|
|
23,413,830
|
22,621,202
|
21,482,133
|
Accumulated other
comprehensive income/(loss)
|
|
-
|
12,160
|
-
|
Deficit
|
|
(197,993,114
)
|
(179,808,646
)
|
(161,215,665
)
|
|
|
(759,738
)
|
8,687,521
|
16,795,493
|
|
|
$
9,264,205
|
$
18,368,843
|
$
27,828,109
|
Approved
on behalf of the Board:
|
|
|
"John Lee"
|
|
|
"Greg Hall"
|
|
|
John
Lee, Director
|
|
|
Greg Hall,
Director
|
|
|
Commitments
(Note 25)
Contingencies
(Note 26)
Events after the reporting date
(Note 27)
The
accompanying notes form an integral part of these consolidated
financial statements.
PROPHECY DEVELOPMENT CORP.
Consolidated Statements of Operations and Comprehensive
Loss
(Expressed
in Canadian Dollars)
|
|
|
|
|
|
|
|
General
and Administrative Expenses
|
|
|
|
|
Advertising and
promotion
|
|
$
471,230
|
$
101,512
|
$
50,125
|
Consulting and
management fees
|
22
|
255,610
|
751,612
|
215,438
|
Depreciation and
accretion
|
|
28,024
|
8,823
|
65,175
|
Director
fees
|
22
|
70,378
|
60,600
|
63,240
|
Insurance
|
|
55,546
|
52,566
|
55,756
|
Office and
administration
|
|
137,289
|
89,808
|
119,595
|
Professional
fees
|
|
428,884
|
194,912
|
122,230
|
Salaries and
benefits
|
22
|
827,168
|
260,710
|
256,020
|
Share-based
payments
|
18
|
553,430
|
599,117
|
197,889
|
Stock exchange and
shareholder services
|
|
239,319
|
163,229
|
107,045
|
Travel and
accommodation
|
|
231,505
|
98,476
|
81,974
|
|
|
(3,298,383
)
|
(2,381,365
)
|
(1,334,487
)
|
Other
Items
|
|
|
|
|
Costs in excess of
recovered coal
|
|
(94,335
)
|
(109,187
)
|
(290,736
)
|
Finance
cost
|
|
-
|
(8,111
)
|
(317,056
)
|
Foreign exchange
gain/(loss)
|
|
(412,663
)
|
(188,464
)
|
6,185
|
Interest
expense
|
|
-
|
(21,066
)
|
(258,640
)
|
(Impairment)/recovery
of mineral property
|
13
|
(13,994,970
)
|
(14,829,267
)
|
195,079
|
Impairment of
prepaid expenses
|
10
|
(26,234
)
|
(57,420
)
|
-
|
Impairment of
equipment
|
12
|
(425,925
)
|
(159,666
)
|
-
|
Impairment of
receivables
|
9
|
(21,004
)
|
(61,202
)
|
-
|
(Loss)/gain on sale
of marketable securities
|
11
|
(91,890
)
|
(22,810
)
|
59,698
|
Loss on sale of
equipment
|
|
-
|
(1,681
)
|
(67,348
)
|
(Loss)/gain on debt
settlement
|
22, 18
|
50,000
|
(752,742
)
|
-
|
Other
income
|
12
|
130,936
|
-
|
-
|
|
|
(14,886,085
)
|
(16,211,616
)
|
(672,818
)
|
Net
Loss for Year
|
|
(18,184,468
)
|
(18,592,981
)
|
(2,007,305
)
|
Fair value
gain/(loss) on marketable securities
|
11
|
(81,000
)
|
12,160
|
-
|
Reclassification
adjustment for realized loss on
|
|
|
|
marketable
securities
|
11
|
68,840
|
-
|
-
|
Comprehensive
Loss for Year
|
|
$
(18,196,628
)
|
$
(18,580,821
)
|
$
(2,007,305
)
|
Loss Per Common Share,
basic and
diluted
|
|
$
(0.23
)
|
$
(0.33
)
|
$
(0.05
)
|
Weighted
Average Number of Common Shares Outstanding
|
|
78,445,396
|
55,760,700
|
42,120,040
|
The
accompanying notes form an integral part of these consolidated
financial statements.
PROPHECY DEVELOPMENT CORP.
Consolidated Statements of Changes in Equity
(Expressed
in Canadian Dollars)
|
|
|
|
Accumulated
Other Comprehensive Income
|
|
|
Balance,
December 31, 2015
|
34,274,743
|
$
153,281,631
|
$
21,205,698
|
$
-
|
$
(159,208,360
)
|
$
15,278,969
|
Private placements,
net of share issue costs
|
2,827,350
|
942,746
|
10,183
|
-
|
-
|
952,929
|
Debt
Settlements
|
10,974,437
|
2,304,648
|
-
|
-
|
-
|
2,304,648
|
Share-based
payments
|
-
|
-
|
266,252
|
-
|
-
|
266,252
|
Loss for the
year
|
-
|
-
|
-
|
-
|
(2,007,305
)
|
(2,007,305
)
|
Balance,
December 31, 2016
|
48,076,530
|
$
156,529,025
|
$
21,482,133
|
$
-
|
$
(161,215,665
)
|
$
16,795,493
|
Private placements,
net of share issue costs
|
20,775,060
|
6,527,619
|
337,190
|
-
|
-
|
6,864,809
|
Shares issued on
acquisition of property
|
200,000
|
96,200
|
-
|
-
|
-
|
96,200
|
Debt
Settlements
|
4,019,130
|
2,039,269
|
-
|
-
|
-
|
2,039,269
|
Share bonus to
personnel
|
390,000
|
190,320
|
-
|
-
|
-
|
190,320
|
Share compensation
for services
|
984,200
|
344,470
|
-
|
-
|
-
|
344,470
|
Exercise of stock
options
|
126,870
|
65,252
|
(14,567
)
|
-
|
-
|
50,685
|
Exercise of
warrants
|
150,000
|
70,650
|
(10,650
)
|
-
|
-
|
60,000
|
Share-based
payments
|
-
|
-
|
827,096
|
-
|
-
|
827,096
|
Loss for the
year
|
-
|
-
|
-
|
-
|
(18,592,981
)
|
(18,592,981
)
|
Unrealized gain on
marketable securities
|
-
|
-
|
-
|
12,160
|
-
|
12,160
|
Balance,
December 31, 2017
|
74,721,790
|
$
165,862,805
|
$
22,621,202
|
$
12,160
|
$
(179,808,646
)
|
$
8,687,521
|
Private placements,
net of share issue costs
|
16,061,417
|
6,096,621
|
-
|
-
|
-
|
6,096,621
|
Warrants issued for
mineral property
|
-
|
-
|
181,944
|
-
|
-
|
181,944
|
Exercise of stock
options
|
87,500
|
39,500
|
(15,350
)
|
-
|
-
|
24,150
|
Exercise of
warrants
|
3,445,420
|
1,470,620
|
(132,453
)
|
-
|
-
|
1,338,167
|
Bonus
shares
|
1,000,000
|
350,000
|
-
|
-
|
-
|
350,000
|
Share-based
payments
|
-
|
-
|
758,487
|
-
|
-
|
758,487
|
Loss for the
year
|
-
|
-
|
-
|
-
|
(18,184,468
)
|
(18,184,468
)
|
Unrealized loss on
marketable securities
|
-
|
-
|
-
|
(12,160
)
|
-
|
(12,160
)
|
Balance,
December 31, 2018
|
95,316,127
|
$
173,819,546
|
$
23,413,830
|
$
-
|
$
(197,993,114
)
|
$
(759,738
)
|
The
accompanying notes form an integral part of these consolidated
financial statements.
PROPHECY DEVELOPMENT CORP.
Consolidated Statements of Cash Flows
(Expressed
in Canadian Dollars)
|
|
|
|
|
|
|
|
|
Operating
Activities
|
|
|
|
Net loss for
year
|
$
(18,184,468
)
|
$
(18,592,981
)
|
$
(2,007,305
)
|
Adjustments to
reconcile net loss to net cash flows:
|
|
|
|
Depreciation and
accretion
|
28,024
|
8,823
|
65,175
|
Share-based
payments
|
553,430
|
599,117
|
197,889
|
Finance
cost
|
-
|
8,111
|
317,056
|
Interest
costs
|
-
|
21,066
|
258,640
|
Unrealized foreign
exchange (gain)/loss
|
580,902
|
480,325
|
(227,164
)
|
Share compensation
for services
|
350,000
|
344,470
|
-
|
Impairment/(recovery)
of mineral property
|
13,994,970
|
14,829,267
|
(195,079
)
|
Impairment of
prepaid expenses
|
26,234
|
57,420
|
-
|
Impairment of
property and equipment
|
425,925
|
159,666
|
-
|
Impairment of
receivables
|
21,004
|
61,202
|
-
|
Loss/(gain) on sale
of marketable securities
|
91,890
|
22,810
|
(59,698
)
|
Loss on sale of
equipment
|
-
|
1,681
|
67,348
|
Loss on debt
settlement
|
-
|
752,742
|
-
|
|
(2,112,089
)
|
(1,246,281
)
|
(1,583,138
)
|
Working capital
adjustments
|
|
|
|
Receivables
|
(22,750
)
|
(4,290
)
|
308,724
|
Prepaid
expenses
|
(8,896
)
|
2,496
|
9,231
|
Accounts payable
and accrued liabilities
|
(482,952
)
|
540,844
|
811,583
|
|
(514,598
)
|
539,050
|
1,129,538
|
Cash
Used in Operating Activities
|
(2,626,687
)
|
(707,231
)
|
(453,600
)
|
|
|
|
|
Investing
Activities
|
|
|
|
Cash received from
GIC redemption
|
-
|
-
|
34,500
|
Purchase of
GIC
|
-
|
(34,500
)
|
-
|
Net
(purchases)/proceeds from marketable securities
|
101,550
|
(40,250
)
|
59,698
|
Proceeds from sale
of property and equipment
|
-
|
-
|
12,331
|
Purchase of
property and equipment
|
(120,416
)
|
(515,609
)
|
-
|
Mineral property
acquisition and expenditures
|
(3,609,896
)
|
(1,398,207
)
|
(712,901
)
|
Cash
Used in Investing Activities
|
(3,628,762
)
|
(1,988,566
)
|
(606,372
)
|
|
|
|
|
Financing
Activities
|
|
|
|
Funds borrowed
under credit facility
|
-
|
163,405
|
341,116
|
Credit facilities
paid
|
-
|
(343,076
)
|
(234,714
)
|
Interest
paid
|
-
|
(21,066
)
|
(11,253
)
|
Proceeds from share
issuance, net of share issue costs
|
6,096,621
|
6,864,809
|
952,929
|
Proceeds from
exercise of options
|
24,150
|
50,685
|
-
|
Proceeds from
exercise of warrants
|
1,338,167
|
60,000
|
-
|
Cash
Provided by Financing Activities
|
7,458,938
|
6,774,757
|
1,048,078
|
Net Increase
(Decrease) in Cash
|
1,203,489
|
4,078,960
|
(11,894
)
|
Cash - beginning of
year
|
4,100,608
|
21,648
|
33,542
|
Cash - end of
year
|
$
5,304,097
|
$
4,100,608
|
$
21,648
|
Supplemental cash flow information
(Note 24)
The
accompanying notes form an integral part of these consolidated
financial statements.
PROPHECY DEVELOPMENT CORP.
Notes
to Annual Consolidated Financial Statements
For the
years ended December 31, 2018, 2017 and 2016
(Expressed
in Canadian Dollars)
1.
DESCRIPTION
OF BUSINESS AND NATURE OF OPERATIONS
Prophecy
Development Corp. (“
Prophecy
” or the
“
Company
”) is
incorporated under the laws of the province of British Columbia,
Canada.
The Company’s common
shares (the “
Shares
”) are listed for trading on the Toronto
Stock Exchange (the “
TSX
”) under the symbol
“PCY”,
the OTCQX® Best Market under the
symbol “PRPCF”,
and
the Frankfurt Stock Exchange under the symbol
“1P2N”.
Prophecy
Development Corp. is an exploration and development stage company
focusing on the development of its Gibellini vanadium project, the
Company’s only material property.
In Nevada, the Company
currently holds a 100% interest in the Gibellini Project, which it
aims to make the first operating primary vanadium mine in North
America. The Company also has a 100% interest in the Titan
vanadium-titanium-iron property located in Ontario, Canada, a 100%
interest in the Ulaan Ovoo coal property located in Selenge
province, Mongolia and a 100% interest in the Chandgana Tal coal
property and Khavtgai Uul coal property located in Khentii
province, Mongolia. The Company also holds the land use right and
construction license for the Chandgana 600MW Coal-Fired Mine Mouth
Power Plant project located in Khentii province, Mongolia. The
Company also holds a mining joint venture interest in the Pulacayo
Paca silver-lead-zinc property located in Quijarro province,
Bolivia.
The
Company maintains its registered and records office at Suite 1610
– 409 Granville Street, Vancouver, British Columbia, Canada,
V6C 1T2.
These
consolidated audited annual financial statements have been prepared
under the assumption that the Company is a going concern. The
Company currently does not generate any revenue and is dependent on
raising additional funds through of equity, debt, disposition of
assets, or some combination thereof, to continue the advancement of
the Company’s projects. Existing working capital is expected
to be sufficient to cover non-discretionary operating expenditures
for the next twelve months.
These
Annual Financial Statements have been prepared in accordance with
International Financial Reporting Standards, (“
IFRS
”) as issued by the
International Accounting Standards Board (“
IASB
”).
The
preparation of financial statements in compliance with IFRS
requires the use of certain critical accounting estimates. It also
requires the Company’s management to exercise judgment in
applying the Company’s accounting policies. The areas where
significant judgments and estimates have been made in preparing
these Annual Financial Statements and their effect are disclosed in
Note 5.
These
Annual Financial Statements have been prepared on a historical cost
basis, except for financial instruments classified as marketable
securities and fair value through profit or loss
(“
FVTPL
”), which
are stated at their fair values. These Annual Financial Statements
have been prepared using the accrual basis of accounting except for
cash flow information. These Annual Financial Statements are
presented in Canadian Dollars, except where otherwise
noted.
The
accounting policies set out in Note 6 have been applied
consistently by the Company and its subsidiaries to all periods
presented.
The
Annual Consolidated Financial Statements were reviewed by the Audit
Committee and approved and authorized for issue by the Board of
Directors on March 29, 2019.
3.
BASIS
OF CONSOLIDATION
The Annual Financial Statements comprise the financial statements
of the Company and its wholly owned and partially-owned
subsidiaries as at December 31, 2018. Subsidiaries are consolidated
from the date of acquisition, being the date on which the Company
obtains control, and continue to be consolidated until the date
when such control ceases. Effects of transactions between related
companies are eliminated on consolidation. The financial statements
of the subsidiaries are prepared for the same reporting period as
the parent company. Accounting policies of the subsidiaries have
been changed where necessary to ensure consistency with the
policies adopted by the Company.
PROPHECY DEVELOPMENT CORP.
Notes
to Annual Consolidated Financial Statements
For the
years ended December 31, 2018, 2017 and 2016
(Expressed
in Canadian Dollars)
3.
BASIS OF CONSOLIDATION
(cont’d…)
The
Company’s most significant subsidiaries at December 31, 2018
are presented in the following table:
Subsidiary
|
|
Location
|
|
Ownership interest
|
|
Operations and Projects Owned
|
|
|
|
|
|
|
|
Vanadium Gibellini Company LLC
|
|
USA
|
|
100%
|
|
Gibellini project
|
VC Exploration (US) Inc,
|
|
USA
|
|
100%
|
|
Gibellini project
|
0912601 B.C. Ltd.
|
|
Canada
|
|
100%
|
|
Titan project
|
Apogee Minerals Bolivia S. A.
|
|
Bolivia
|
|
98%
|
|
Pulacayo project
|
ASC Holdings Limited
|
|
Bolivia
|
|
100%
|
|
Pulacayo project
|
Red Hill Mongolia LLC
|
|
Mongolia
|
|
100%
|
|
Ulaan Ovoo mine
|
Chandgana Coal LLC
|
|
Mongolia
|
|
100%
|
|
Chandgana project
|
4.
CHANGES
IN ACCOUNTING POLICIES
The
following standards have been published and are mandatory for the
Company’s annual accounting periods no earlier than January
1, 2018:
On
January 1, 2018, the Company adopted IFRS 9 – Financial
Instruments ("
IFRS 9
") which
replaced 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 significant
changes to hedge accounting. The standard is effective for annual
periods beginning on or after January 1, 2018. The Company adopted
the standard retrospectively. IFRS 9 did not impact the Company's
classification and measurement of financial assets and
liabilities.
The
following summarizes the significant changes in IFRS 9 compared to
the current standard:
●
IFRS 9 uses a
single approach to determine whether a financial asset is
classified and measured at amortized cost or fair value. The
classification and measurement of financial assets is based on the
Company's business models for managing its financial assets and
whether the contractual cash flows represent solely payments for
principal and interest. The change did not impact the carrying
amounts of any of the Company’s financial assets on the
transition date. Prior periods were not restated, and no material
changes resulted from adopting this new standard.
●
The adoption of the
new "expected credit loss" impairment model under IFRS 9, as
opposed to an incurred credit loss model under IAS 39, had no
impact on the carrying amounts of our financial assets on the
transition date given the Company transacts exclusively with large
international financial institutions and other organizations with
strong credit ratings.
The
Company’s financial instruments are accounted for as follows
under IFRS 9 as compared to the Company’s previous policy in
accordance with IAS 39.
January
1, 2018
|
|
IAS
39
|
IFRS
9
|
Assets
|
|
|
Cash
|
Fair
value through profit or loss
|
Fair
value through profit or loss
|
Restricted
cash equivalents
|
Amortized
cost
|
Amortized
cost
|
Receivables
|
Amortized
cost
|
Amortized
cost
|
Marketable
securities
|
Fair
value through other comprehensive income
|
Fair
value through other comprehensive income
|
Liabilities
|
|
|
Accounts
payable and accrued liabilities
|
Amortized
cost
|
Amortized
cost
|
PROPHECY DEVELOPMENT CORP.
Notes
to Annual Consolidated Financial Statements
For the
years ended December 31, 2018, 2017 and 2016
(Expressed
in Canadian Dollars)
4.
CHANGES IN ACCOUNTING POLICIES
(
cont’d...)
Under
IFRS 9, the Company’s equity marketable securities are
designated as financial assets at fair value through other
comprehensive income or loss. Upon adoption of IFRS 9, The Company
has made an irrevocable election to recognize changes in fair value
of marketable securities through other comprehensive income or loss
as they are not considered to be held for trading.
IFRS 15
‘Revenue from Contracts with
Customers’
(“
IFRS 15
”)
– Effective January 1,
2018, the Company has adopted IFRS 15
. ’
This standard contains a
single model that applies to contracts with customers and two
approaches to recognising revenue: at a point in time or over time.
The model features a contract-based five-step analysis of
transactions to determine whether, how much and when revenue is
recognized. New estimates and judgmental thresholds have been
introduced, which may affect the amount and/or timing of revenue
recognized. The adoption of this standard had no impact on the
Company’s financial statements as the Company is not
currently generating any significant revenue.
IFRS 16
Leases
(“
IFRS 16
”) - IFRS 16 replaces IAS
17 and 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 the current finance lease accounting, with limited
exceptions for short-term leases or leases of low value assets. 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 plans to apply IFRS 16 at the date it
becomes effective. The Company is assessing this standard including
identifying and reviewing contracts that are impacted. The Company
expects that the standard will increase assets and related
liabilities and increase disclosure.
There
are other new standards, amendments to standards and
interpretations that have been published and are not yet effective.
The Company believes they will have no material impact to its
consolidated financial statements.
5.
SIGNIFICANT
JUDGMENTS, ESTIMATES AND ASSUMPTIONS
The
preparation of a company’s financial statements in conformity
with IFRS requires management to make judgments, estimates and
assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Estimates and
assumptions are continually evaluated and are based on
management’s experience and other factors, including
expectations of future events that are believed to be reasonable
under the circumstances. Actual results could differ from these
estimates.
5.1
Significant
Judgments
The
significant judgments that the Company’s management has made
in the process of applying the Company’s accounting policies,
apart from those involving estimation uncertainties (Annual
financial statements 5.2), that have the most significant effect on
the amounts recognized in the Annual Financial Statements include,
but are not limited to:
(a)
Functional currency
determination
The
functional currency for each of the Company’s subsidiaries is
the currency of the primary economic environment and the Company
reconsiders the functional currency of its entities if there is a
change in events and conditions which determined the primary
economic environment. Management has determined the functional
currency of all entities to be the Canadian dollar.
(b)
Economic
recoverability and probability of future economic benefits of
exploration, evaluation and development costs
Management
has determined that exploratory drilling, evaluation, development
and related costs incurred which have been capitalized are
economically recoverable. Management uses several criteria in its
assessments of economic recoverability and probability of future
economic benefit including geologic and metallurgic
PROPHECY DEVELOPMENT CORP.
Notes
to Annual Consolidated Financial Statements
For the
years ended December 31, 2018, 2017 and 2016
(Expressed
in Canadian Dollars)
5.
SIGNIFICANT JUDGMENTS, ESTIMATES AND
ASSUMPTIONS (
cont’d...)
5.1
Significant Judgments
(
cont’d...)
(b)
Economic
recoverability and probability of future economic benefits of
exploration, evaluation and development costs
(cont’d...)
information,
history of conversion of mineral deposits to proven and probable
reserves, scoping, prefeasibility and feasibility studies,
assessable facilities, existing permits and life of mine
plans.
Management
has determined that during the year ended December 31, 2017, none
of the Company’s silver and vanadium projects have reached
technical feasibility and commercial viability and therefore remain
within Mineral Properties on the Statement of Financial
Position.
(c)
Impairment
assessment of deferred exploration interests
The
Company considers both external and internal sources of information
in assessing whether there are any indications that mineral
property interests are impaired. External sources of information
the Company considers include changes in the market, economic and
legal environment in which the Company operates that are not within
its control and affect the recoverable amount of mineral property
interest. Internal sources of information the Company considers
include the manner in which mineral properties and plant and
equipment are being used or are expected to be used and indications
of economic performance of the assets.
During
the year ended December 31, 2018, the Company wrote-off $13,994,970
of capitalized mineral property costs (Note 13).
(d)
Deferred Tax
Liability
Judgement
is required to determine which types of arrangements are considered
to be a tax on income in contrast to an operating cost. Judgement
is also required in determining whether deferred tax liabilities
are recognised in the statement of financial position. Deferred tax
liabilities, including those arising from un-utilised tax gains,
require management to assess the likelihood that the Company will
generate sufficient taxable losses in future periods, in order to
offset recognised deferred tax liabilities. Assumptions about the
generation of future taxable losses depend on management’s
estimates of future cash flows. These estimates of future taxable
losses are based on forecast cash flows from operations (which are
impacted by production and sales volumes, commodity prices,
reserves, operating costs, closure and rehabilitation costs,
capital expenditure, and other capital management transactions) and
judgement about the application of existing tax laws in each
jurisdiction. To the extent that future cash flows and taxable
losses differ significantly from estimates, the ability of the
Company to offset the net deferred tax liabilities recorded at the
reporting date could be impacted.
5.2
Estimates
and Assumptions
The
Company bases its estimates and assumptions on current and various
other factors that it believes to be reasonable under the
circumstances. Management believes the estimates are reasonable;
however, actual results could differ from those estimates and could
impact future results of operations and cash flows. The areas which
require management to make significant estimates and assumptions in
determining carrying values include, but are not limited
to:
The recoverability of the carrying value of the mineral properties
is dependent on successful development and commercial exploitation,
or alternatively, sale of the respective areas of
interest.
PROPHECY DEVELOPMENT CORP.
Notes
to Annual Consolidated Financial Statements
For the
years ended December 31, 2018, 2017 and 2016
(Expressed
in Canadian Dollars)
5.
SIGNIFICANT JUDGMENTS, ESTIMATES AND
ASSUMPTIONS
(cont’d...)
5.2
Estimates and Assumptions
(cont’d...)
Significant
judgment is involved in the determination of useful life and
residual values for the computation of depreciation, depletion and
amortization and no assurance can be given that actual useful lives
and residual values will not differ significantly from current
assumptions.
The carrying value of long-lived assets are reviewed each reporting
period to determine whether there is any indication of impairment.
If the carrying amount of an asset exceeds its recoverable amount,
the asset is impaired, and an impairment loss is recognized in the
consolidated statement of operations. The assessment of fair
values, including those of the cash generating units (the smallest
identifiable group of assets that generates cash inflows that are
largely independent of the cash inflow from other assets or groups
of assets) (“
CGUs
”) for purposes of testing goodwill, require
the use of estimates and assumptions for recoverable production,
long-term commodity prices, discount rates, foreign exchange rates,
future capital requirements and operating performance. Changes in
any of the assumptions or estimates used in determining the fair
value of goodwill or other assets could impact the impairment
analysis.
(d)
Allowance for
doubtful accounts, and the recoverability of receivables and
prepaid expense amounts.
Significant
estimates are involved in the determination of recoverability of
receivables and no assurance can be given that actual proceeds will
not differ significantly from current estimations. Similarly,
significant estimates are involved in the determination of the
recoverability of services and/or goods related to the prepaid
expense amounts, and actual results could differ significantly from
current estimations.
Management
has made significant assumptions about the recoverability of
receivables and prepaid expense amounts. During the year ended
December 31,2018 the Company wrote-off $21,004 (2017-$61,202) of
trade receivables which are no longer expected to be recovered and
$26,234 (2017 - $57,420) of prepaid expenses for which not future
benefit is expected to be received.
(d)
Provision for
closure and reclamation
The
Company assesses its mineral properties’ rehabilitation
provision at each reporting date or when new material information
becomes available. Exploration, development and mining activities
are subject to various laws and regulations governing the
protection of the environment. In general, these laws and
regulations are continually changing, and the Company has made, and
intends to make in the future, expenditures to comply with such
laws and regulations. Accounting for reclamation obligations
requires management to make estimates of the future costs that the
Company will incur to complete the reclamation work required to
comply with existing laws and regulations at each location. Actual
costs incurred may differ from those amounts
estimated.
Also,
future changes to environmental laws and regulations could increase
the extent of reclamation and remediation work required to be
performed by the Company. Increases in future costs could
materially impact the amounts charged to operations for reclamation
and remediation. The provision represents management’s best
estimate of the present value of the future reclamation and
remediation obligation. The actual future expenditures may differ
from the amounts currently provided.
(f) Share-based
payments
Management
uses valuation techniques in measuring the fair value of share
purchase options granted. The fair value is determined using the
Black Scholes option pricing model which requires management to
make certain estimates, judgement, and assumptions in relation to
the expected life of the share purchase options
PROPHECY DEVELOPMENT CORP.
Notes
to Annual Consolidated Financial Statements
For the
years ended December 31, 2018, 2017 and 2016
(Expressed
in Canadian Dollars)
5.
SIGNIFICANT JUDGMENTS, ESTIMATES AND
ASSUMPTIONS
(cont’d...)
5.2
Estimates and Assumptions
(cont’d...)
(f) Share-based
payments (cont’d…)
and
share purchase warrants, expected volatility, expected risk-free
rate, and expected forfeiture rate. Changes to these assumptions
could have a material impact on the Annual Financial
Statements.
The
assessment of contingencies involves the exercise of significant
judgment and estimates of the outcome of future events. In
assessing loss contingencies related to legal proceedings that are
pending against the Company and that may result in regulatory or
government actions that may negatively impact the Company’s
business or operations, the Company and its legal counsel evaluate
the perceived merits of the legal proceeding or unasserted claim or
action as well as the perceived merits of the nature and amount of
relief sought or expected to be sought, when determining the
amount, if any, to recognize as a contingent liability or when
assessing the impact on the carrying value of the Company’s
assets. Contingent assets are not recognized in the Annual
Financial Statements.
(h)
Fair value
measurement
The
Company measures financial instruments at fair value at each
reporting date. The fair values of financial instruments measured
at amortized cost are disclosed in Note 20. Also, from time to
time, the fair values of non-financial assets and liabilities are
required to be determined, e.g., when the entity acquires a
business, completes an asset acquisition or where an entity
measures the recoverable amount of an asset or cash-generating unit
at fair value less costs of disposal. Fair value is the price that
would be received to sell an asset or paid to transfer a liability
in an orderly transaction between market participants at the
measurement date.
The
fair value of an asset or a liability is measured using the
assumptions that market participants would use when pricing the
asset or liability, assuming that market participants act in their
economic best interest. A fair value measurement of a non-financial
asset takes into account a market participant’s ability to
generate economic benefits by using the asset in its highest and
best use or by selling it to another market participant that would
use the asset in its highest and best use. The Company uses
valuation techniques that are appropriate in the circumstances and
for which sufficient data are available to measure fair value,
maximising the use of relevant observable inputs and minimising the
use of unobservable inputs. Changes in estimates and assumptions
about these inputs could affect the reported fair
value.
6.
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
(a)
Restricted cash
equivalents
Restricted
cash equivalents consist of highly liquid investments pledged as
collateral for the Company’s credit card and are readily
convertible to known amounts of cash.
Mineral
property assets consist of exploration and evaluation costs. Costs
directly related to the exploration and evaluation of resource
properties are capitalized to mineral properties once the legal
rights to explore the resource properties are acquired or obtained.
These costs include acquisition of rights to explore, license and
application fees, topographical, geological, geochemical and
geophysical studies, exploratory drilling, trenching,
sampling, and activities in relation to evaluating the technical
feasibility and commercial viability of extracting a mineral
resource.
PROPHECY DEVELOPMENT CORP.
Notes
to Annual Consolidated Financial Statements
For the
years ended December 31, 2018, 2017 and 2016
(Expressed
in Canadian Dollars)
6.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(
cont’d…)
(b)
Mineral properties
(cont’d…)
If it
is determined that capitalized acquisition, exploration and
evaluation costs are not recoverable, or the property is abandoned
or management has determined an impairment in value, the property
is written down to its recoverable amount. Mineral properties are
reviewed for impairment when facts and circumstances suggest that
the carrying amount may exceed its recoverable amount.
From
time to time, the Company acquires or disposes of properties
pursuant to the terms of option agreements. Options are exercisable
entirely at the discretion of the optionee and, accordingly, are
recorded as mineral property costs or recoveries when the payments
are made or received. After costs are recovered, the balances of
the payments received are recorded as a gain on option or
disposition of mineral property.
(i)
Title to mineral
properties
Although the
Company has taken steps to verify title to the properties on which
it is conducting exploration and in which it has an interest, in
accordance with industry standards for the current stage of
exploration of such properties, these procedures do not guarantee
the Company’s title, nor has the Company insured title.
Property title may be subject to unregistered prior agreements and
non-compliance with regulatory requirements.
(ii)
Realization of
mineral property assets
The
investment in and expenditures on mineral property interests
comprise a significant portion of the Company’s assets.
Realization of the Company’s investment in these assets is
dependent upon the establishment of legal ownership, and the
attainment of successful production from properties or from the
proceeds of their disposal. Resource exploration and development is
highly speculative and involves inherent risks. While the rewards
if an ore body is discovered can be substantial, few properties
that are explored are ultimately developed into profitable
producing mines. There can be no assurance that current exploration
programs will result in the discovery of economically viable
quantities of ore.
The
amounts shown for acquisition costs and deferred exploration
expenditures represent costs incurred to date and do not
necessarily reflect present or future values.
The
Company is subject to the laws and regulations relating to
environmental matters in all jurisdictions in which it operates,
including provisions relating to property reclamation, discharge of
hazardous material and other matters. The Company may also be held
liable should environmental problems be discovered that were caused
by former owners and operators of its properties and properties in
which it has previously had an interest.
The
Company conducts its mineral exploration activities in compliance
with applicable environmental protection legislation. Other than as
disclosed in Note 16, the Company is not aware of any existing
environmental issues related to any of its current or former
properties that may result in material liability to the
Company.
Environmental
legislation is becoming increasingly stringent and costs and
expenses of regulatory compliance are increasing. The impact of new
and future environmental legislation on the Company’s
operations may cause additional expenses and restrictions. If the
restrictions adversely affect the scope of exploration and
development on the mineral properties, the potential for production
on the property may be diminished or negated.
PROPHECY DEVELOPMENT CORP.
Notes
to Annual Consolidated Financial Statements
For the
years ended December 31, 2018, 2017 and 2016
(Expressed
in Canadian Dollars)
6.
SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
(cont’d...)
Equipment is stated
at cost less accumulated depreciation and accumulated impairment
losses, if any. The cost of an item of property and equipment
consists of the purchase price, any costs directly attributable to
bringing the asset to the location and condition necessary for its
intended use, and an initial estimate of the costs of dismantling
and removing the item and restoring the site on which it is
located.
Depreciation of
equipment is recorded on a declining-balance basis at the following
annual rates:
Computer
equipment
|
45%
|
Computer
software
|
100%
|
Furniture
and equipment
|
20%
|
Leasehold
improvement
|
Straight
line / 5 years
|
Mining
equipment
|
20%
|
Vehicles
|
30%
|
When
parts of major components of equipment have different useful lives,
they are accounted for as a separate item of
equipment.
The
cost of major overhauls of part of equipment is recognized in the
carrying amount of the item if is probable that the future economic
benefits embodied within the part will flow to the Company, and its
cost can be measured reliably. The carrying amount of the replaced
part is derecognized. The costs of the day-to-day servicing of
equipment are recognized in profit or loss as
incurred.
(d)
Impairment of
non-current assets and Cash Generating Units (“
CGU
”)
At the
end of each reporting period, the Company reviews the carrying
amounts of its tangible and intangible assets to determine whether
there is an indication that those assets have suffered an
impairment loss. If any such indication exists, the recoverable
amount of the asset is estimated in order to determine the extent
of the impairment loss (if any).
Where
it is not possible to estimate the recoverable amount of an
individual asset, the Company estimates the recoverable amount of
the CGU, where the recoverable amount of the CGU is the greater of
the CGU’s fair value less costs to sell and its value in use
to which the assets belong. In assessing value in use, estimated
future cash flows are discounted to their present value using a
pre-tax discount rate that reflects current market assessments of
the time value of money and the risks specific to the
asset.
If the
recoverable amount of an asset (or CGU) is estimated to be less
than its carrying amount, the carrying amount of the asset (or CGU)
is reduced to its recoverable amount. An impairment loss is
recognized immediately in the statement of comprehensive loss,
unless the relevant asset is carried at a revalued amount, in which
case the impairment loss is treated as a revaluation decrease. Each
project or group of claims or licenses is treated as a CGU. The
Company uses its best efforts to fully understand all of the
aforementioned to make an informed decision based upon historical
and current facts surrounding the projects. Discounted cash flow
techniques often require management to make estimates and
assumptions concerning reserves and expected future production
revenues and expenses, which can vary from actual. Where an
impairment loss subsequently reverses, the carrying amount of the
asset (or CGU) is increased to the revised estimate of its
recoverable amount, such that the increased carrying amount does
not exceed the carrying amount that would have been determined had
no impairment loss been recognized for the asset (or CGU) in prior
years.
PROPHECY DEVELOPMENT CORP.
Notes
to Annual Consolidated Financial Statements
For the
years ended December 31, 2018, 2017 and 2016
(Expressed
in Canadian Dollars)
6.
SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
(cont’d...)
Borrowing costs
directly attributable to the acquisition, construction or
production of a qualifying asset are capitalized as part of the
cost of that asset. Borrowing costs consist of interest and other
costs that an entity incurs in connection with the borrowing of
funds.
Where
funds are borrowed specifically to finance a project, the amount
capitalized represents the actual borrowing costs incurred. Where
surplus funds are available for a short-term from funds borrowed
specifically to finance a project, the income generated from the
temporary investment of such amounts is also capitalized and
deducted from the total capitalized borrowing cost. Where the funds
used to finance a project are from part of general borrowings, the
amount capitalized is calculated using a weighted average of rates
applicable to relevant general borrowings of the Company during the
period. All other borrowing costs are recognized in profit or loss
in the period in which they are incurred.
(f)
Foreign currency
translation
Transactions in
currencies other than the functional currency are recorded at the
prevailing exchange rates on the dates of the transactions. At each
financial position reporting date, monetary assets and liabilities
denominated in foreign currencies are translated at the prevailing
exchange rates at the date of the consolidated statement of
financial position. Non-monetary items measured in terms of
historical cost in a foreign currency are not
retranslated.
Gains
and losses arising from this translation are included in the
determination of net loss for the year.
The
Company recognizes interest income on its cash on an accrual basis
at the stated rates over the term to maturity.
Sales
of coal are recognized when the risks and rewards of ownership pass
to the customer and the price can be measured reliably. Sales
contracts and revenue is recognized based on the terms of the
contract. Revenue is measured at the fair value of the
consideration received, excluding discounts and rebates. Royalties
related to production are recorded in cost of sales.
Sales
of coal are generated from incidental coal sales and are recorded
net of associated costs.
Proceeds received
on the issuance of units, consisting of common shares and warrants,
are allocated first to common shares based on the market trading
price of the common shares at the time the units are priced, and
any excess is allocated to warrants.
The
Company has a share purchase option plan that is described in Note
18. The Company accounts for share-based payments using a fair
value-based method with respect to all share-based payments to
directors, officers, employees, and service providers. Share-based
payments to employees are measured at the fair value of the
instruments issued and amortized over the vesting periods.
Share-based payments to non-employees are measured at the fair
value of the goods or services received or if such fair value is
not reliably measurable, at the fair value of the equity
instruments issued. The fair value is recognized as an expense or
capitalized to mineral properties or property and equipment with a
corresponding increase in option reserve. This includes a
forfeiture estimate, which is revised for actual forfeitures in
subsequent periods.
PROPHECY DEVELOPMENT CORP.
Notes
to Annual Consolidated Financial Statements
For the
years ended December 31, 2018, 2017 and 2016
(Expressed
in Canadian Dollars)
6.
SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
(cont’d...)
(i)
Share-based
payments (cont’d…)
Where
the terms and conditions of options are modified before they vest,
the increase in the fair value of the options, measured immediately
before and after the modification, is also charged to the
consolidated statement of comprehensive income over the remaining
vesting period.
Upon
the exercise of the share purchase option, the consideration
received, and the related amount transferred from option reserve
are recorded as share capital.
Basic
loss per share is calculated using the weighted average number of
common shares outstanding during the period. The Company uses the
treasury stock method to compute the dilutive effect of options and
warrants. Under this method the dilutive effect on earnings per
share is calculated presuming the exercise of outstanding options
and warrants. It assumes that the proceeds of such exercise would
be used to repurchase common shares at the average market price
during the period. However, the calculation of diluted loss per
share excludes the effects of various conversions and exercise of
options and warrants that would be anti-dilutive.
The
Company uses the asset and liability method to account for income
taxes. Deferred income taxes are recognized for the future income
tax consequences attributable to differences between the carrying
values of assets and liabilities and their respective income tax
basis on the statement of financial position date. Deferred income
tax assets and liabilities are measured using the tax rates
expected to be in effect when the temporary differences are likely
to reverse. The effect on deferred income tax assets and
liabilities of a change in tax rates is included in operations in
the period in which the change is enacted or substantively enacted.
The amount of deferred income tax assets recognized is limited to
the amount of the benefit that is probable upon
recovery.
(l)
Provision for
closure and reclamation
The
Company assesses its property, equipment and mineral property
rehabilitation provision at each reporting date. Changes to
estimated future costs are recognized in the statement of financial
position by either increasing or decreasing the rehabilitation
liability and asset to which it relates if the initial estimate was
originally recognized as part of an asset measured in accordance
with IAS 16
Property, Plant and
Equipment
.
The
Company records the present value of estimated costs of legal and
constructive obligations required to restore operations in the
period in which the obligation is incurred. The nature of these
restoration activities includes dismantling and removing
structures; rehabilitating mineral properties; dismantling
operating facilities; closure of plant and waste sites; and
restoration, reclamation and vegetation of affected
areas.
Present
value is used where the effect of the time value of money is
material. The related liability is adjusted each period for the
unwinding of the discount rate and for changes in estimates,
changes to the current market-based discount rate, and the amount
or timing of the underlying cash flows needed to settle the
obligation.
PROPHECY DEVELOPMENT CORP.
Notes
to Annual Consolidated Financial Statements
For the
years ended December 31, 2018, 2017 and 2016
(Expressed
in Canadian Dollars)
6.
SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
(cont’d...)
(m)
Financial
instruments
Classification
Financial assets
are classified at initial recognition as either: measured at
amortized cost, FVTPL or fair value through other comprehensive
income ("FVOCI"). The classification depends on the Company’s
business model for managing the financial assets and the
contractual cash flow characteristics. For assets measured at fair
value, gains and losses will either be recorded in profit or loss
or OCI. Derivatives embedded in contracts where the host is a
financial asset in the scope of the standard are never separated.
Instead, the hybrid financial instrument as a whole is assessed for
classification. Financial liabilities are measured at amortized
cost, unless they are required to be measured at FVTPL or the
Company has opted to measure at FVTPL.
Measurement
Financial assets
and liabilities at FVTPL are initially recognized at fair value and
transaction costs are expensed in the consolidated statement of
loss and comprehensive loss. Realized and unrealized gains and
losses arising from changes in the fair value of the financial
assets or liabilities held at FVTPL are included in the
consolidated statement of operations and comprehensive loss in the
period in which they arise. Where the Company has opted to
designate a financial liability at FVTPL, any changes associated
with the Company's credit risk will be recognized in OCI. Financial
assets and liabilities at amortized cost are initially recognized
at fair value, and subsequently carried at amortized cost less any
impairment.
Impairment
The
Company assesses on a forward looking basis the expected credit
losses ("ECL") associated with financial assets measured at
amortized cost, contract assets and debt instruments carried at
FVOCI. The impairment methodology applied depends on whether there
has been a significant increase in credit risk.
Please
refer to Note 20 for relevant fair value measurement
disclosures.
The
Company operates in one operating segment, being the acquisition,
exploration and development of mineral properties. Geographic
segmentation of Prophecy’s non-current assets is as
follows:
|
|
|
|
|
|
|
|
Reclamation
deposits
|
$
-
|
$
-
|
$
21,055
|
$
-
|
$
21,055
|
Equipment
|
14,839
|
22,713
|
33,440
|
30,170
|
101,162
|
Mineral
properties
|
-
|
3,643,720
|
-
|
-
|
3,643,720
|
|
$
14,839
|
$
3,666,433
|
$
54,495
|
$
30,170
|
$
3,765,937
|
|
|
|
|
|
|
|
|
Reclamation
deposits
|
$
-
|
$
-
|
$
21,055
|
$
-
|
$
21,055
|
Equipment
|
18,376
|
-
|
48,364
|
465,171
|
531,911
|
Mineral
properties
|
-
|
490,356
|
-
|
12,809,550
|
13,299,906
|
|
$
18,376
|
$
490,356
|
$
69,419
|
$
13,274,721
|
$
13,852,872
|
|
|
|
|
|
|
|
|
Reclamation
deposits
|
$
-
|
$
-
|
$
21,055
|
$
-
|
$
21,055
|
Equipment
|
22,816
|
-
|
329,912
|
564,879
|
917,607
|
Mineral
properties
|
-
|
-
|
14,418,765
|
11,980,943
|
26,399,708
|
|
$
22,816
|
$
-
|
$
14,769,732
|
$
12,545,822
|
$
27,338,370
|
PROPHECY DEVELOPMENT CORP.
Notes
to Annual Consolidated Financial Statements
For the
years ended December 31, 2018, 2017 and 2016
(Expressed
in Canadian Dollars)
8.
CASH
AND CASH EQUIVALENTS
Cash
and restricted cash equivalents of Prophecy are comprised of bank
balances and a guaranteed investment certificate which can be
readily converted into cash without significant restrictions,
changes in value or penalties.
|
|
|
|
Cash
|
$
804,097
|
$
4,100,608
|
$
21,648
|
Cash
equivalents
|
4,500,000
|
-
|
-
|
Restricted
cash equivalents
|
34,500
|
34,500
|
-
|
|
$
5,338,597
|
$
4,135,108
|
$
21,648
|
Cash Equivalents
Restricted Cash Equivalents
As at
December 31, 2018, a guaranteed investment certificate of $34,500
(2017 – 34,500), (2016 -$Nil) has been pledged as collateral
for the Company’s credit card.
(a)
Trade
receivables are non-interest-bearing and are generally on terms of
30 to 90 days.
|
|
|
|
Input
tax recoverable
|
$
36,399
|
$
10,562
|
$
1,388
|
Trade
receivable
|
-
|
24,091
|
90,177
|
|
$
36,399
|
$
34,653
|
$
91,565
|
During
the year ended December 31, 2018, the Company wrote-off $21,004
(2017 - $61,202, 2016 - $Nil) of trade receivables which are no
longer expected to be recovered.
|
|
|
|
General
|
$
47,216
|
$
-
|
$
57,681
|
Insurance
|
57,882
|
41,029
|
40,969
|
Environmental
and taxes
|
8,789
|
47,508
|
40,695
|
Transportation
and fuel
|
-
|
-
|
23,863
|
Rent
|
9,385
|
11,458
|
37,318
|
Market
advisors
|
-
|
40,615
|
-
|
|
$
123,272
|
$
140,610
|
$
200,526
|
During
the year ended December 31, 2018, the Company wrote-off $26,234
(2017 - $57,420, 2016 - $Nil) of prepaid expenses for which no
future benefit is expected to be received.
PROPHECY DEVELOPMENT CORP.
Notes
to Annual Consolidated Financial Statements
For the
years ended December 31, 2018, 2017 and 2016
(Expressed
in Canadian Dollars)
11.
MARKETABLE
SECURITIES
Marketable
securities consist of investment in common shares of public
companies and therefore have no fixed maturity date or coupon rate.
The fair value of the listed marketable securities has been
determined directly by reference to published price quotation in an
active market.
During
the year ended December 31, 2018, the Company sold all its
marketable securities for proceeds of $162,490 and a realized loss
of $91,890. Following the disposal of the shares, the Company
reclassified the cumulative loss previously recognized in other
comprehensive income of $68,840 to profit and loss on the sale of
marketable securities.
The
following table summarized information regarding the
Company’s marketable securities as at December 31, 2016,
2017, and 2018:
Marketable
securities
|
|
|
|
Balance,
beginning of period
|
$
205,600
|
$
176,000
|
$
-
|
Additions
|
60,940
|
193,440
|
176,000
|
Disposals
|
(162,490
)
|
(153,190
)
|
-
|
Realized
loss on disposal
|
(91,890
)
|
(22,810
)
|
-
|
Unrealized
gain/(loss) on mark-to-market
|
(12,160
)
|
12,160
|
-
|
Balance,
end of period
|
$
-
|
$
205,600
|
$
176,000
|
During
the year ended December 31, 2018, the Company wrote-off $425,925 of
mining equipment in Bolivia that was no longer in use. During the
year ended December 31, 2017, the Company wrote-off $159,666 (2016
- $Nil) of equipment in Mongolia that was no longer in
use.
On October 10, 2018, the Company signed a lease agreement (the
“
Lease
”) with an arms-length private Mongolian
company (the “
Lessee
”) whereby the Lessee plans to perform
mining operations at Prophecy’s Ulaan Ovoo coal mine and will
pay Prophecy USD2.00 (the “
Production
Royalty
”) for every tonne
of coal shipped from the Ulaan Ovoo site
premises.
The
Lessee paid Prophecy USD100,000 in cash (recorded as other income
on the consolidated statement of operations) as a non-refundable
advance royalty payment and is preparing, at its own and sole
expense, to restart and operate the Ulaan Ovoo mine with its own
equipment, supplies, housing and crew.
The
Lease is valid for 3 years with an annual advance royalty payment
(“
ARP
”) for the
first year of USD100,000 which was due and paid upon signing, and
USD150,000 and USD200,000 due on the 1st and 2nd anniversary of the
Lease, respectively. The ARP can be credited towards the USD2.00
per tonne Production Royalty payments to be made to Prophecy as the
Lessee starts to sell Ulaan Ovoo coal.
The 3-year Lease can be extended upon mutual
agreement.
The
impaired value of $Nil for deferred development costs at Ulaan Ovoo
property at December 31, 2018 remains unchanged.
The
following table summarized information regarding the
Company’s equipment as at December 31, 2016, 2017, and
2018:
PROPHECY DEVELOPMENT CORP.
Notes
to Annual Consolidated Financial Statements
For the
years ended December 31, 2018, 2017 and 2016
(Expressed
in Canadian Dollars)
12.
EQUIPMENT
(cont’d...)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost
|
|
|
|
|
|
|
|
Balance,
December 31, 2015
|
$
161,959
|
$
388,933
|
$
197,813
|
$
459,229
|
$
172,818
|
$
1,574,098
|
$
2,954,850
|
Disposals
|
(61,738
)
|
(109,720
)
|
-
|
(5,375
)
|
(172,818
)
|
(39,353
)
|
(389,004
)
|
Balance,
December 31, 2016
|
$
100,221
|
$
279,213
|
$
197,813
|
$
453,854
|
$
-
|
$
1,534,745
|
$
2,565,846
|
Accumulated depreciation
|
|
|
|
|
|
|
|
Balance,
December 31, 2015
|
$
135,912
|
$
230,867
|
$
197,813
|
$
330,345
|
$
135,086
|
$
617,344
|
$
1,647,367
|
Depreciation
for year
|
12,053
|
29,443
|
-
|
26,129
|
-
|
242,572
|
310,197
|
Disposals
|
(53,065
)
|
(78,671
)
|
-
|
(16,558
)
|
(135,086
)
|
(25,945
)
|
(309,325
)
|
Balance,
December 31, 2016
|
$
94,900
|
$
181,639
|
$
197,813
|
$
339,916
|
$
-
|
$
833,971
|
$
1,648,239
|
Carrying amount
|
|
|
|
|
|
|
|
At
December 31, 2015
|
$
26,047
|
$
158,066
|
$
-
|
$
128,884
|
$
37,732
|
$
956,754
|
$
1,307,483
|
At
December 31, 2016
|
$
5,321
|
$
97,574
|
$
-
|
$
113,938
|
$
-
|
$
700,774
|
$
917,607
|
Cost
|
|
|
|
|
|
|
|
Balance,
December 31, 2016
|
$
100,221
|
$
279,213
|
$
197,813
|
$
453,854
|
$
-
|
$
1,534,745
|
$
2,565,846
|
Additions
|
(147
)
|
(2,383
)
|
-
|
-
|
-
|
-
|
(2,530
)
|
Impairment
charge
|
-
|
-
|
-
|
(281,162
)
|
-
|
(219,916
)
|
(501,078
)
|
Balance,
December 31, 2017
|
$
100,074
|
$
276,830
|
$
197,813
|
$
172,692
|
$
-
|
$
1,314,829
|
$
2,062,238
|
Accumulated depreciation
|
|
|
|
|
|
|
|
Balance,
December 31, 2016
|
$
94,900
|
$
181,639
|
$
197,813
|
$
339,916
|
$
-
|
$
833,971
|
$
1,648,239
|
Depreciation
for year
|
1,795
|
35,434
|
-
|
18,434
|
-
|
167,837
|
223,500
|
Impairment
charge
|
-
|
-
|
-
|
(228,508
)
|
-
|
(112,904
)
|
(341,412
)
|
Balance,
December 31, 2017
|
$
96,695
|
$
217,073
|
$
197,813
|
$
129,842
|
$
-
|
$
888,904
|
$
1,530,327
|
Carrying amount
|
|
|
|
|
|
|
|
At
December 31, 2016
|
$
5,321
|
$
97,574
|
$
-
|
$
113,938
|
$
-
|
$
700,774
|
$
917,607
|
At
December 31, 2017
|
$
3,379
|
$
59,757
|
$
-
|
$
42,850
|
$
-
|
$
425,925
|
$
531,911
|
Cost
|
|
|
|
|
|
|
|
Balance,
December 31, 2017
|
$
100,074
|
$
276,830
|
$
197,813
|
$
172,692
|
$
-
|
$
1,314,829
|
$
2,062,238
|
Additions/Disposals
|
3,180
|
2,015
|
-
|
-
|
-
|
24,476
|
29,671
|
Impairment
charge
|
-
|
-
|
-
|
-
|
-
|
(1,314,829
)
|
(1,314,829
)
|
Balance,
December 31, 2018
|
$
103,254
|
$
278,845
|
$
197,813
|
$
172,692
|
$
-
|
$
24,476
|
$
777,080
|
Accumulated depreciation
|
|
|
|
|
|
|
|
Balance,
December 31, 2017
|
$
96,695
|
$
217,073
|
$
197,813
|
$
129,842
|
$
-
|
$
888,904
|
$
1,530,327
|
Depreciation
for period
|
1,316
|
16,351
|
-
|
13,337
|
-
|
3,491
|
34,495
|
Impairment
charge
|
-
|
-
|
-
|
-
|
-
|
(888,904
)
|
(888,904
)
|
Balance,
December 31, 2018
|
$
98,011
|
$
233,424
|
$
197,813
|
$
143,179
|
$
-
|
$
3,491
|
$
675,918
|
Carrying amount
|
|
|
|
|
|
|
|
At
December 31, 2017
|
$
3,379
|
$
59,757
|
$
-
|
$
42,850
|
$
-
|
$
425,925
|
$
531,911
|
At
December 31, 2018
|
$
5,243
|
$
45,421
|
$
-
|
$
29,513
|
$
-
|
$
20,985
|
$
101,162
|
PROPHECY DEVELOPMENT CORP.
Notes
to Annual Consolidated Financial Statements
For the
years ended December 31, 2018, 2017 and 2016
(Expressed
in Canadian Dollars)
|
|
|
|
|
|
|
Balance, December 31, 2015
|
$
-
|
$
11,040,916
|
$
3,139,891
|
$
11,115,403
|
$
-
|
$
25,296,210
|
Additions:
|
|
|
|
|
|
-
|
Deferred
exploration costs:
|
|
|
|
|
|
-
|
Licenses,
power plant application
|
-
|
93,505
|
89,184
|
4,970
|
-
|
187,659
|
Geological
and consulting
|
-
|
48,533
|
-
|
146,051
|
-
|
194,584
|
Personnel,
camp and general
|
-
|
3,368
|
3,368
|
714,519
|
-
|
721,255
|
|
-
|
145,406
|
92,552
|
865,540
|
-
|
1,103,498
|
Balance, December 31, 2016
|
$
-
|
$
11,186,322
|
$
3,232,443
|
$
11,980,943
|
$
-
|
$
26,399,708
|
Additions:
|
|
|
|
|
|
|
Acquisition
cost
|
$
96,200
|
$
-
|
$
-
|
$
-
|
$
58,790
|
$
154,990
|
Deferred
exploration costs:
|
|
|
|
|
|
|
Licenses,
power plant application
|
-
|
27,190
|
242,766
|
-
|
74,876
|
344,832
|
Geological
and consulting
|
-
|
39,362
|
-
|
102,592
|
272,620
|
414,574
|
Personnel,
camp and general
|
-
|
2,492
|
2,492
|
726,015
|
84,070
|
815,069
|
|
-
|
69,044
|
245,258
|
828,607
|
431,566
|
1,574,475
|
Impairment
|
(96,200
)
|
(11,255,366
)
|
(3,477,701
)
|
-
|
-
|
(14,829,267
)
|
Balance, December 31, 2017
|
$
-
|
$
-
|
$
-
|
$
12,809,550
|
$
490,356
|
$
13,299,906
|
Additions:
|
|
|
|
|
|
|
Acquisition
cost
|
$
-
|
$
-
|
$
-
|
$
-
|
$
425,605
|
$
425,605
|
Deferred
exploration costs:
|
|
|
|
|
|
|
Licenses,
tax, and permits
|
-
|
1,271
|
261,168
|
-
|
387,149
|
649,588
|
Geological
and consulting
|
-
|
-
|
-
|
51,112
|
1,509,587
|
1,560,699
|
Personnel,
camp and general
|
-
|
20,590
|
3,741
|
847,538
|
831,023
|
1,702,892
|
|
-
|
21,861
|
264,909
|
898,650
|
2,727,759
|
3,913,179
|
Impairment
|
-
|
(21,861
)
|
(264,909
)
|
(13,708,200
)
|
-
|
(13,994,970
)
|
Balance, December 31, 2018
|
$
-
|
$
-
|
$
-
|
$
-
|
$
3,643,720
|
$
3,643,720
|
PROPHECY DEVELOPMENT CORP.
Notes
to Annual Consolidated Financial Statements
For the
years ended December 31, 2018, 2017 and 2016
(Expressed
in Canadian Dollars)
13.
MINERAL PROPERTIES
(cont’d...)
Gibellini Project, Nevada, United States
Gibellini Project
The Gibellini Project consists of a total of 354 unpatented lode
mining claims that include: the Gibellini group of 40 claims, the
VC Exploration group of 105 claims, and the Prophecy group of 209
claims. All the claims are
located in Eureka County, Nevada,
USA.
Gibellini Group
The
Gibellini group of claims was acquired on June 22, 2017, through
lease from the claimant (the “
Gibellini Lessor
”) and includes an
area of approximately 771 acres. Under the Gibellini Mineral Lease
Agreement (
the
“
Gibellini
MLA
”)
Prophecy leased the Gibellini group of claims which originally
constituted the Gibellini Project by among other things, agreeing
to pay to the Gibellini Lessor, US$35,000 (paid), annual advance
royalty payments which will be tied, based on an agreed formula
(not to exceed US$120,000 per year), to the average vanadium
pentoxide price of the prior year. Upon commencement of production,
Prophecy will maintain its acquisition through lease of the
Gibellini group of claims by paying to the Gibellini Lessor, a 2.5%
NSR until a total of US$3,000,000 is paid. Thereafter, the NSR will
be reduced to 2% over the remaining life of the mine (and referred
to thereafter, as “production royalty payments”). All
advance royalty payments made, will be deducted as credits against
future production royalty payments. The lease is for a term of 10
years, which can be extended for an additional 10 years at
Prophecy’s option.
On
April 23, 2018, the Company announced
an amendment to the
Gibellini MLA, whereby
Prophecy has been granted the right to cause the Gibellini
Lessor of the Gibellini mineral claims to transfer their title to
the claims to Prophecy. With the amendment, Prophecy will have the
option to, at any time during the term of the Gibellini MLA,
require the Gibellini Lessor to transfer title over all of the
leased, unpatented lode mining claims (excluding four claims which
will be retained by the Gibellini Lessor (the
“
Transferred
Claims
”) to Prophecy in
exchange for US$1,000,000, to be paid as an advance royalty payment
(the “
Transfer
Payment
”). A credit of
US$99,027 in favour of Prophecy towards the Transfer Payment is
already paid upon signing of the amendment, with the remaining
US$900,973 portion of the Transfer Payment due and payable by
Prophecy to the Gibellini Lessor upon completion of transfer of the
Transferred Claims from the Gibellini Lessor to Prophecy. The
advance royalty obligation and production royalty will not be
affected, reduced or relieved by the transfer of
title.
On June
22, 2018, the Company paid US$101,943 of the annual royalty payment
to the Gibellini Lessor.
VC Exploration Group
On July 13, 2017, the Company acquired (through lease under the
mineral lease agreement “
Louie Hill
MLA
”) from the
holders (
the “
Former
Louie Hill Lessors
”)
10 unpatented lode claims totaling
approximately 207 acres that comprised the Louie Hill group of
claims
located approximately 500 metres south of the
Gibellini group of claims. These claims were subsequently abandoned
by the holders, and on March 11, 2018 and March 12, 2018, the
Company’s wholly owned US subsidiaries, Vanadium Gibellini
Company LLC and VC Exploration (US) Inc., staked the area within
and under 17 new claims totaling approximately 340 gross acres
which now collectively comprise the expanded Louie Hill group of
claims.
Under
the Louie Hill MLA, the Company is required to make payments as
follows: cash payment of US$10,000 (paid), annual advance royalty
payments which will be tied, based on an agreed formula (not to
exceed US$28,000 per year), to the average vanadium pentoxide price
for the prior year. Upon commencement of production, Prophecy will
pay to the Former Louie Hill Lessors, a 2.5% NSR of which, 1.5% of
the NSR may be purchased at any time by Prophecy for US$1,000,000,
leaving the total NSR to be reduced to 1% over the remaining life
of the mine (and referred to thereafter, as “production
royalty payments”). All advance royalty payments made, will
be deducted as credits against future production royalty payments.
The lease will be for a term of 10 years, which can be extended for
an additional 10 years at Prophecy’s option.
PROPHECY DEVELOPMENT CORP.
Notes
to Annual Consolidated Financial Statements
For the
years ended December 31, 2018, 2017 and 2016
(Expressed
in Canadian Dollars)
13.
MINERAL PROPERTIES
(cont’d...)
Gibellini Project, Nevada, United States
(cont’d…)
On
October 22, 2018, the Company and Former Louie Hill
Lessors
entered
into a royalty agreement (the “
Royalty Agreement
”) that
terminated the Louie Hill MLA and provides for the Company to pay
the following royalties to the Former Louie Hill
Lessors
as an
advance royalty: (i) US$75,000 upon the Company achieving
Commercial Production (as defined in the Royalty Agreement) at its
Gibellini Project; (ii) US$50,000 upon the Company selling,
conveying, transferring or assigning all or any portion of certain
claims defined in the Royalty Agreement to any third party and
(iii) annually upon the anniversary date of July 10, 2018 and the
like day thereafter during the term of the Royalty Agreement: (a)
if the average vanadium pentoxide price per pound as quoted on
www.metalbulletin.com
(the
“
Metal
Bulletin
”) or another reliable and reputable industry
source as agreed by the parties, remains below US$7.00/lb during
the preceding 12 months, US$12,500; or (b) if the average vanadium
pentoxide price per pound as quoted on Metal Bulletin or another
reliable and reputable industry source as agreed by the parties,
remains equal to or above US$7.00/lb during the preceding 12
months, US$2,000 x average vanadium pentoxide price per pound up to
a maximum annual advance royalty payment of US$28,000. Further, the
Company will pay to the Former Louie Hill Lessors
a production royalty of
2.5% of the net smelter returns of vanadium produced from the
royalty area and sold. Prophecy has an option to purchase 1.5% of
the 2.5% of the production royalty from the Former Louie Hill
Lessors
for
US$1,000,000.
On February 15, 2018, the Company acquired 105 unpatented lode
mining claims located adjacent to its Gibellini Project through the
acquisition of
1104002 B.C. Ltd. and its Nevada
subsidiary VC Exploration (US) Inc.
(“
VC
Exploration
”)
by
paying a total of $335,661 in cash and issuing 500,000 Share
purchase warrants
(
valued at
$89,944)
to
arm’s-length, private parties. Each warrant entitles the
holder upon exercise, to acquire one Share of the Company at a
price of $0.50 per Share until February 15, 2021. The acquisition
of the VC Exploration has been accounted for as an asset
acquisition as their activities at the time of the acquisition
consisted of mineral claims only.
Prophecy Group
During 2017 and 2018, the Company expanded the land position at the
Gibellini Project, by staking a total of 209 new claims immediately
adjacent to the Gibellini Project covering 4091 acres.
Impairment of Pulacayo Paca Property, Bolivia
The Pulacayo property, a
silver-lead-zinc project
located in southwestern Bolivia, was
acquired on January 2, 2015 through the acquisition of 100% of
Apogee’s interest in ASC Holdings Limited and ASC Bolivia
LDC,
which together, hold ASC Bolivia LDC Sucursal Bolivia
(“
ASC
”)
, which in turn, holds a joint
venture interest in the Pulacayo Project.
ASC
controls the mining rights to the Pulacayo Project through a joint
venture agreement entered into between itself and the Pulacayo
Ltda. Mining Cooperative on July 30, 2002 (the “
ASC Joint Venture
”). The ASC Joint
Venture has a term of 23 years which commenced the day the ASC
Joint Venture was entered into. Pursuant to the ASC Joint Venture,
ASC is committed to pay monthly rent of US$1,000 to the state-owned
Mining Corporation of Bolivia, COMIBOL and US$1,500 monthly rent to
the Pulacayo Ltda. Mining Cooperative until the Pulacayo Project
starts commercial production.
During
the year ended December 31, 2018, the Company determined there were
several indicators of potential impairment of the carrying value of
the Pulacayo Paca property. The indicators of potential impairment
were as follows:
(i)
change in the
Company’s primary focus to the Gibellini
Project;
(ii)
management’s
decision to suspend further exploration activities;
and
(iii)
no positive
decision from the Bolivian Government to grant mining production
contract to develop the project.
PROPHECY DEVELOPMENT CORP.
Notes
to Annual Consolidated Financial Statements
For the
years ended December 31, 2018, 2017 and 2016
(Expressed
in Canadian Dollars)
13.
MINERAL PROPERTIES
(cont’d...)
Impairment of Pulacayo Paca Property, Bolivia
(cont’d...)
As
result, in accordance with
IFRS 6,
Exploration for and Evaluation of Mineral
Resources
and
IAS 36, Impairment of Assets
, at
December 31, 2018, the Company assessed the recoverable amount of
the Pulacayo Paca property exploration costs and determined that
its value in use is $nil. As at December 31, 2018, the recoverable
amount of $nil resulted in an impairment charge of $13,708,200
against the value of the deferred exploration costs, which was
reflected on the consolidated statement of operations.
Previously Impaired Properties
Chandgana Properties, Mongolia
Chandgana Tal
In
March 2006, the Company acquired a 100% interest in the Chandgana
Tal property, a coal exploration property consisting of two
exploration licenses located in the northeast part of the Nyalga
coal basin, approximately 290 kilometers east of Ulaanbaatar,
Mongolia.
In
March 2011, the Company obtained a mine permit from Ministry of
Mineral Resources and Energy for the Chandgana Tal coal
project.
Khavtgai Uul Property, Mongolia
In
2007, the Company acquired a 100% interest in the Chandgana
Khavtgai property, a coal exploration property consisting of one
license located in the northeast part of the Nyalga coal
basin.
Impairment of Chandgana Properties
During
the year ended December 31, 2017, the Company determined there were
several indicators of potential impairment of the carrying value of
the Chandgana Tal and Khavtgai Uul properties. The indicators of
potential impairment were as follows:
(iv)
decreased coal
demand from local customers;
(v)
no positive
decision from the Mongolian Government to construct the Chandgana
Power Plant;
(vi)
management’s
decision to suspend further exploration activities;
and
(vii)
change in the
Company primary focus to Gibellini Project.
As
result, in accordance with
IFRS 6,
Exploration for and Evaluation of Mineral
Resources
and
IAS 36, Impairment of Assets
, at
December 31, 2017, the Company assessed the recoverable amount of
the Chandgana Properties deferred exploration costs and determined
that its value in use is $nil. As at December 31, 2017, the
recoverable
amount
of $nil resulted in an impairment charge of $14,733,067 against the
value of the deferred exploration costs, which was reflected on the
consolidated statement of operations. As at and for the year ended
December 31, 2018, there were no changes to the impairment
assessment and accordingly all costs incurred during the year ended
December 31, 2018, were written off.
Titan Property, Ontario, Canada
The
Company has a 100% interest in the Titan property, a
vanadium-titanium-iron project located in Ontario, Canada. In
January 2010, the Company entered into an option agreement with
Randsburg International Gold Corp. (“
Randsburg
”) whereby Prophecy
Resource Corp. had the right to acquire an 80% interest in the
Titan property by paying Randsburg an aggregate of $500,000 (paid),
and by incurring exploration expenditures of $200,000
by
PROPHECY DEVELOPMENT CORP.
Notes
to Annual Consolidated Financial Statements
For the
years ended December 31, 2018, 2017 and 2016
(Expressed
in Canadian Dollars)
13.
MINERAL PROPERTIES
(cont’d...)
Previously Impaired Properties
(cont’d...)
Titan Property, Ontario, Canada
(cont’d...)
December
31, 2010. Pursuant to the option agreement, Randsburg has the
option to sell the remaining 20% interest in the Titan property to
the Company for $150,000 cash or 400,000 Shares of the
Company.
At
December 31, 2014, due to market conditions, the Company impaired
the value of the property to $nil. On February 10, 2017, the
Company negotiated with Randsburg to acquire the remaining 20%
title interest of Randsburg in the Titan project
by issuing to Randsburg 20,000 Shares
at a value of $4.81 per Share. As there were no benchmark or market
changes from January 1, 2015 to December 31, 2018, the impaired
value of $nil for Titan property remains
unchanged.
Therefore, the Company recorded an impairment loss of $96,200 on
the acquisition of the remaining title interest in Titan which was
reflected on the consolidated statement of operations and
comprehensive loss during the year ended December 31,
2017.
Okeover
Property, British Columbia, Canada
The
Company had a 60% interest in the Okeover property, a
copper-molybdenum project in the Vancouver Mining Division of
southwestern British Columbia, Canada.
At
December 31, 2014, due to market conditions and the difficulty to
raise additional financing, as well as Prophecy’s inactivity
on the Okeover property in recent years, the Company impaired the
value to $nil.
On
September 22, 2016, the Company sold its 60% interest in the
Okeover property to Lorraine Copper Corp. (“
Lorraine
”). Under the terms of the
agreement, Lorraine issued 220,000 common shares of Lorraine
(valued at $0.80/share) to Prophecy and assumed Prophecy’s
$19,079 payment obligation to Eastfield Resources Ltd. under such
parties’ existing joint venture agreement. Prophecy will
additionally be entitled to receive 30% of any payments or proceeds
resulting from third party agreements related to the project
entered into within five years, which payments shall be limited to
a maximum amount payable to Prophecy, of $1,000,000. Upon
completion of the sale, the Company recorded a mineral property
recovery of $195,079 in the statement of operations.
14.
ACCOUNTS
PAYABLE AND ACCRUED LIABILITIES
Accounts
payable and accrued liabilities of the Company consist of amounts
outstanding for trade and other purchases relating to development
and exploration, along with administrative activities. The usual
credit period taken for trade purchases is between 30 to 90
days.
|
|
|
|
Trade
accounts payable
|
$
1,536,786
|
$
1,644,995
|
$
2,224,134
|
Accrued
liabilities
|
100,000
|
250,988
|
433,884
|
|
$
1,636,786
|
$
1,895,983
|
$
2,658,018
|
In
order to meet interim working capital requirements to fund the
Company’s business operations and financial commitments, the
Company arranged a revolving credit facility with Linx Partners
Ltd. (“
Linx
”), a
private company wholly-owned and controlled by John Lee, Director,
CEO and Executive Chairman of the Company by entering into an
agreement dated March 12, 2015 (the “
Credit Facility
”).
PROPHECY DEVELOPMENT CORP.
Notes
to Annual Consolidated Financial Statements
For the
years ended December 31, 2018, 2017 and 2016
(Expressed
in Canadian Dollars)
15.
CREDIT FACILITY
(cont’d…)
The
Credit Facility had a maximum principal amount available for
advance of $1.5 million, a two-year term (formerly one year, but
amended on May 5, 2015 and approved by the TSX) with an option to
extend it for any number of
subsequent one-year
terms and bears an interest at a rate of 1.5% per month with unpaid
amounts accruing interest on the same terms.
On February 24, 2016, the Company
entered into an agreement
(the “
Second
Amendment
”) to increase and amend the Credit Facility.
The previous maximum principal amount of $1.5 million has been
increased with the Second Amendment to $2.5 million. A 5%
“drawdown” fee will be applicable to amounts advanced
over and above the original and outstanding $1.5 million advanced
under the Credit Facility, at the time of advance. In consideration
of a bonus of $300,000 (the “
Bonus
”), Linx has agreed to
postpone any repayments due under the Credit Facility, until the
earlier of October 1, 2016, or such time as the Company is in a
reasonable financial position to repay all or
a
portion of the amounts owing and remove the requirement for the
Company to pay any 20% penalties as a result of any future failure
to repay any amounts when due under the terms of the Credit
Facility.
Including
the interest on the Bonus and “drawdown” fee, which
also bears an interest at a rate of 1.5% per month with unpaid
amounts accruing interest on the same terms, the Credit Facility,
carries an effective annual interest rate of 36.3%. The
“drawdown” fee, Bonus and all interest payable were
accrued and added to the maximum principal amount as they are
incurred.
On
March 30, 2016, the Company entered into a Debt Settlement
Agreement with Linx and Mr. Lee pursuant to which, the Company
agreed, subject to TSX and shareholder approval, which was obtained
at the Annual General Meeting on June 2, 2016 to issue 7,500,000
units to Mr. Lee, in satisfaction of $1,500,000 of indebtedness
owed by the Company to Linx under the Credit Facility. Each unit
consists of one Common share and one share purchase warrant. Each
warrant entitles the holder to acquire an additional Share at a
price of $0.40 per Share for a period of five years from the date
of issuance.
On
October 28, 2016, the Company paid $35,000 toward the Credit
Facility. As at December 31, 2016, the outstanding balance of the
Credit Facility was $1,071,560 including interest payable of
$448,388. For the year ended December 31, 2016, the Company
recorded an interest expense of $258,640 and finance cost of
$317,056.
During
the year ended December 31, 2017, the Company fully repaid the
remaining balance of the Credit Facility by issuing 3,000,000
Shares to John Lee in satisfaction of $900,000 of indebtedness
owing by the Company under the Credit Facility and making cash
payments totaling of $364,142. For the year ended December 31,
2017, prior to repaying the full balance, the Company made new
drawings of $163,405. For the year ended December 31, 2017, the
Company recorded an interest expense of $21,066 and finance cost of
$8,111.
As at
December 31, 2017, the Company fully repaid and closed out the
Credit Facility and has been provided with a discharge of
pledges.
16.
PROVISION
FOR CLOSURE AND RECLAMATION
The Company’s closure and reclamation costs consists of costs
accrued based on the current best estimate of mine closure and
reclamation activities that will be required at the Ulaan Ovoo site
upon completion of mining activity. These activities include costs
for earthworks, including land re-contouring and re-vegetation,
water treatment and demolition. The Company’s provision for
future site closure and reclamation costs is based on the level of
known disturbance at the reporting date, known legal requirements
and estimates prepared by a third-party specialist.
It is not currently possible to estimate the impact on operating
results, if any, of future legislative or regulatory
developments.
Management used a risk-free interest rate of 1.98% (2017 –
2.23%, 2016 – 1.06%) and a risk premium of 7% (2017 –
7%, 2016 – 7%) in preparing the Company’s provision for
closure and reclamation. Although the ultimate amount of
reclamation costs to be incurred cannot be predicted with
certainty, the total undiscounted amount of estimated cash flows
required to settle the Company’s estimated obligations is
$444,000 over the next 6 years. The cash expenditures are expected
to occur over a period of time extending several years after the
projected mine closure of the mineral properties.
PROPHECY DEVELOPMENT CORP.
Notes
to Annual Consolidated Financial Statements
For the
years ended December 31, 2018, 2017 and 2016
(Expressed
in Canadian Dollars)
16.
PROVISION FOR CLOSURE AND RECLAMATION
(cont’d…)
|
|
|
|
Balance,
beginning of year
|
$
244,323
|
$
242,374
|
$
208,993
|
Accretion
|
20,916
|
1,976
|
33,354
|
Balance,
end of year
|
$
265,239
|
$
244,323
|
$
242,347
|
Prophecy’s operations are, in part, subject to foreign tax
laws where interpretations, regulations and legislation are complex
and continually changing. As a result, there are usually some tax
matters in question that may, upon resolution in the future, result
in adjustments to the amount of deferred income tax assets and
liabilities, and those adjustments may be material to the
Company’s financial position and results of
operations.
A reconciliation of income taxes at statutory rates with the
reported taxes is as follows:
|
|
|
|
|
|
|
|
Earnings
(loss) for the year
|
(18,184,468
)
|
$
(18,592,981
)
|
$
(2,007,305
)
|
|
|
|
|
Expected
income tax (recovery)
|
$
(4,910,000
)
|
$
(4,834,000
)
|
$
(522,000
)
|
Change
in statutory, foreign tax, foreign exchange rates and
other
|
389,000
|
1,885,000
|
(1,575,000
)
|
Permanent
Difference
|
3,833,000
|
450,000
|
1,869,000
|
Share
issue cost
|
(151,000
)
|
(25,000
)
|
(87,000
)
|
Adjustment
to prior years provision versus statutory
|
|
|
|
tax
returns and expiry of non-capital losses
|
12,000
|
(118,000
)
|
(34,000
)
|
Change
in unrecognized deductible temporary differences
|
827,000
|
2,642,000
|
349,000
|
Total income tax expense (recovery)
|
$
-
|
$
-
|
$
-
|
In September 2017, the British Columbia (BC) Government proposed
changes to the general corporate income tax rate to increase the
rate from 11% to 12% effective January 1, 2018 and onwards. This
change in tax rate was substantively enacted on October 26, 2017.
The relevant deferred tax balances have been remeasured to
reflect the increase in the Company's combined Federal and
Provincial (BC) general corporate income tax rate from 26% to
27%.
Significant components of deductible and taxable temporary
differences, unused tax losses and unused tax credits that have not
been included on the consolidated statements of financial position
are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share
issue costs
|
$
644,000
|
2039 to
2042
|
$
285,000
|
2038 to
2042
|
$
399,000
|
2037 to
2041
|
Allowable
Capital losses
|
$
6,607,000
|
No
expiry
|
$
6,549,000
|
No
expiry
|
$
6,549,000
|
No
expiry
|
Non-Capital
losses
|
$
24,109,000
|
2030 to
2038
|
$
21,402,000
|
2030 to
2037
|
$
16,658,000
|
2030 to
2036
|
Property
and equipment
|
$
1,138,000
|
No
expiry
|
$
1,146,000
|
No
expiry
|
$
1,067,000
|
No
expiry
|
Exploration
and evaluation assets
|
$
19,625,000
|
No
expiry
|
$
19,715,000
|
No
expiry
|
$
5,016,000
|
No
expiry
|
Investment
tax credits
|
$
23,000
|
2029
|
$
23,000
|
2029
|
$
23,000
|
2029
|
Asset
retirement obligation
|
$
265,000
|
No
expiry
|
$
244,000
|
No
expiry
|
$
209,000
|
No
expiry
|
PROPHECY DEVELOPMENT CORP.
Notes
to Annual Consolidated Financial Statements
For the
years ended December 31, 2018, 2017 and 2016
(Expressed
in Canadian Dollars)
The
authorized share capital consists of an unlimited number of common
shares without par value (the “
Shares
”). There are no authorized
preferred shares.
On June
7, 2016, the Company completed a consolidation of its issued and
outstanding common shares on the basis of 100 old Shares, options
and warrants to one (1) new Share, option and warrant (the
“
Share
Consolidation
”).
On
August 8,
2018, the Company completed a common share split on the basis of
ten (10) new Shares, options and warrants for every one (1) old
Share, option and warrant outstanding (the
“
Split
”). All information with respect to
the number of Shares and issuance prices for the time periods prior
to the Split was restated to reflect the Share Consolidation and
the Split.
During the year ended December 31, 2018
Private Placements
On
August 14, 2018, the Company closed its non-brokered private
placement for gross proceeds of $1,137,197 through the issuance of
4,061,417 units of Prophecy. Each unit is comprised of one Share
and one Share purchase warrant. Each warrant entitles the holder to
purchase one additional Share of the Company at an exercise price
of $0.40 for a period of three years from the closing of the first
tranche of the placement.
Short Form Prospectus Offering
On November 22, 2018, the Company closed its
bought deal financing for gross proceeds of $5,520,000. The Company
entered into an agreement with BMO Nesbitt Burns Inc.
(“
BMO
”), under which BMO agreed to buy on a
bought deal basis 12,000,000 Shares, at a price of $0.46 per share.
The shares were offered by way of a short form prospectus in each
of the provinces and territories of Canada, except Québec. The
Company incurred $560,576 in cash Share issuance
costs.
Exercise of Stock Options and Warrants
During
the year ended December 31, 2018, the Company issued 87,500 and
3,445,420 Shares on the exercise of stock options and warrants
respectively for total proceeds of $1,362,317.
Share Bonus to Personnel
On
October 10, 2018,
the
Company issued 1,000,000 Shares with a fair value of $0.35 per
Share as a bonus to its new CEO included in Salaries and
benefits.
During the year ended December 31, 2017
Private Placements
On April
12, 2017, the Company
closed a non-brokered private placement involving the issuance of
1,032,500 units (at a price of $0.40 per unit) for gross proceeds
of $413,000. Each unit consists of one Share and one Share purchase
warrant. Each Share purchase warrant entitles the holder to acquire
an additional Share at a price of $0.50 per Share for a period of
five years from the date of issuance. The Company paid in cash,
finder’s fees totaling $1,280.
PROPHECY DEVELOPMENT CORP.
Notes
to Annual Consolidated Financial Statements
For the
years ended December 31, 2018, 2017 and 2016
(Expressed
in Canadian Dollars)
18.
SHARE CAPITAL
(
cont’d…)
(b)
Equity issuances
(cont’d…)
On
September 20, 2017, the Company closed the first tranche of a
non-brokered private placement involving the issuance of 6,679,680
units and 6,290,000 special warrants (the “
Special Warrants
”) at a price of
$0.35 per each unit and Special Warrant and raised gross proceeds
of $4,539,390. Each unit consisted of one Share and one half
of one Share purchase warrant. Each first tranche warrant entitles
the holder to purchase one additional Share at an exercise price of
$0.40 for a period of three years from the date of closing of the
first tranche of the placement. Each Special Warrant was
exercisable for one unit at no additional cost to the
holder.
In
connection with the first tranche of the placement, the Company
paid finder’s fees of $30,606 and issued 870,130
finder’s Special Warrants, which were exercisable on
identical terms as those Special Warrants issued to subscribers
through the first tranche of the placement.
On
October 16, 2017, the Company closed the second and final tranche
of the placement involving the issuance of 1,165,780 units and
4,143,710 Special Warrants at a price of $0.35 per each unit and
Special Warrant and raised gross proceeds of $1,858,325. Each unit
consists of one Share and one half of one warrant. Each second
tranche warrant entitles the holder to purchase one additional
Share of the Company at an exercise price of $0.40 for a period of
three years from the date of closing of the second tranche of the
placement. In connection with the second tranche of the placement,
the Company paid finder’s fees of $56,020 and issued 93,270
finder’s Special Warrants, which were exercisable on
identical terms as those Special Warrants issued to subscribers
through the second tranche of the placement.
The
total subscription proceeds of $3,651,800, which were raised from
the sale of the Special Warrants under the placement, were held in
an escrow account with the Company’s Transfer Agent pending
shareholder approval for the issuance of the Units underlying the
Special Warrants. TSX and shareholder approval for the
issuance of the Units underlying the Special Warrants was obtained
on December 15, 2017. On December 18, 2017, the Company
issued 11,397,110 units underlying an equivalent number of Special
Warrants previously issued under the placement. On December
18, 2017, the Special Warrants subscription proceeds, previously
held in escrow, were released to the Company.
The
finder’s Special Warrants have been valued at $0.35 each
based upon the concurrent financing price of the placement to which
they relate. The Company has recorded the fair value of the
finder’s warrants as share issuance costs.
Debt Settlements
On January 12, 2017,
the Company issued 3,000,000 Shares
with a value of $1,599,000 to Mr. Lee pursuant a Debt Settlement
Agreement with Linx to settle $900,000 of the outstanding balance
owing by the Company to Linx under the Credit Facility. The Company
recorded a loss of $699,000 to account for the difference in the
fair value of the Company’s shares on the settlement date and
the debt settled.
On June
13, 2017, the Company issued 596,590 units (“
Debt Settlement Units1
”) with a
value of $267,869, to certain of its directors and officers to
settle various debts owing to them totalling $238,636 pursuant to
the terms of debt settlement agreements entered with those
directors and officers. Each Debt Settlement Unit1 is comprised of
one Share and one Share purchase warrant of the Company entitling
the holder thereof to purchase, upon exercise of a warrant, one
additional Share at a price of $0.50 per Share for a period of five
years from the date of issuance of the Debt Settlement Units1. The
Company recorded a loss of $29,233 to account for the difference in
the fair value of the Company’s shares on the settlement date
and the debt settled.
On
December 18, 2017, the Company issued 422,540 units
(“
Debt Settlement
Units2
”) with a value of $172,400, to certain of its
directors and officers to settle various debts owing to them
totalling $147,891 pursuant to the terms of debt settlement
agreements entered with those directors and officers. Each Debt
Settlement Unit2 is comprised of one Share and one Share purchase
warrant of the Company entitling the holder thereof to purchase,
upon exercise of a warrant, one additional Share at a price of
$0.40 per Share for a period of three years from the date of
issuance of the Debt Settlement Units2. The Company recorded a loss
of $24,509 to account for the difference in the fair value of the
Company’s shares on the settlement date and the implied value
from the debt settled.
PROPHECY DEVELOPMENT CORP.
Notes
to Annual Consolidated Financial Statements
For the
years ended December 31, 2018, 2017 and 2016
(Expressed
in Canadian Dollars)
18.
SHARE CAPITAL
(
cont’d…)
Shares Issued for Mineral Properties
On
February 10, 2017, the Company acquired the remaining 20% title
interest of Randsburg (Note 13) in the patented claims that
comprise the Titan project
by issuing to Randsburg 200,000 Shares
at a value of $0.48 per Share.
Share Bonus to Personnel
On
January 12, 2017,
the
Company issued 390,000 Shares with a fair value of $0.49 per Share
as a bonus to its directors, officers and
consultants.
Share Compensation for Services
On December 18, 2017, the Company issued 984,200 units with a fair
value of $0.35 per unit, to Skanderbeg Capital Advisors Inc.
(“
Skanderbeg
(the “
Skanderbeg
Units
”). The
Company
entered into a consulting agreement
with Skanderbeg to explore and evaluate strategic alternatives to
maximize value for Prophecy’s non-core assets.
Each
Skanderbeg
Unit
consists of one Share and one half of one Share purchase warrant.
Each warrant entitles the holder to acquire an additional Share at
a price of $0.40 per Share for a period of three years from the
date of issuance.
Exercise of Stock Options and Warrants
During
the year ended December 31, 2017, the Company issued 126,870 and
150,000 Shares on the exercise of stock options and warrants
respectively for total proceeds of $110,685.
During the year ended December 31, 2016
Private Placements
On
January 25, 2016, the Company closed a non-brokered private
placement involving the issuance of 800,000 units at a price of
$0.25 per unit. Each unit consists of one Share and one Share
purchase warrant. Each Share purchase warrant entitles the holder
to acquire an additional Share at a price of $0.40 per Share for a
period of five years from the date of issuance. The Company paid in
cash, finder’s fees totaling $14,000 and issued 56,000
finder’s Share purchase warrants which are exercisable at a
price of $0.40 for a period of two years from the closing of the
placement. The finder’s warrants have been valued at $10,183
based upon the Black-Scholes option pricing model with the
following assumptions: (1) a risk-free interest rate of 0.46%; (2)
warrant expected life of two years; (3) expected volatility of 134%
and (4) dividend yield of nil. The Company has recorded the fair
value of the finder’s warrants as share issuance
costs.
On
August 29, 2016, the Company closed a non-brokered private
placement involving the issuance of 2,027,350 units at a price of
$0.38 per unit. Each unit consists of one Share and one-half Share
purchase warrant. Each Share purchase warrant entitles the holder
to acquire an additional Share at a price of $0.44 per Share for a
period of five years from the date of issuance.
The Company paid in cash, total
finder’s fees of $3,464 in connection with the placement. The
warrants will be subject to the following acceleration
conditions:
(i)
in the event that
the closing price of the Shares trading on the TSX exceeds $0.88
per Share; or
(ii)
the closing spot
price of silver as quoted by KITCO Metals Inc. exceeds USD$28.00
per ounce, in either instance, for a period of over 28 consecutive
calendar days, at Prophecy’s election, the exercise period
may be reduced in which case, Warrant holders will only be entitled
to exercise their Warrants for a period of 30 days from the date
the Company either disseminates a press release or sends written
notice to the Warrant holders advising them of the reduced and
accelerated exercise period after which, the Warrants will
expire.
PROPHECY DEVELOPMENT CORP.
Notes
to Annual Consolidated Financial Statements
For the
years ended December 31, 2018, 2017 and 2016
(Expressed
in Canadian Dollars)
Debt Settlements
On June
6, 2016, the Company issued 7,500,000 units at a value of $0.20 to
Mr. John Lee, in satisfaction of $1,500,000 of indebtedness owed by
the Company to Linx under the Credit Facility (Note 15). Each unit
consists of one Share and one Share purchase warrant. Each Share
purchase warrant entitles the holder to acquire an additional Share
at a price of $0.40 per Share for a period of five years from the
date of issuance.
During
the year ended December 31, 2016, the Company entered into
settlement and release agreements with certain of its directors,
officers, employees and consultants to settle various debts owing
to them. Pursuant to the terms of those settlement and release
agreements, the Company issued in summary 3,474,430 Shares to those
directors, officers, employees and consultants as
follows:
Settlement Date
|
|
|
|
|
|
January
13, 2016
|
613,850
|
$
0.30
|
January
25, 2016
|
132,064
|
$
0.25
|
February
29, 2016
|
736,453
|
$
0.20
|
March
4, 2016
|
30,000
|
$
0.20
|
April
18, 2016
|
265,110
|
$
0.15
|
June
2, 2016
|
1,228,210
|
$
0.20
|
November
16, 2016
|
468,750
|
$
0.32
|
|
3,474,437
|
|
(c)
Share-based
compensation plan
The
Company has a 20% fixed equity-based compensation plan in place
(the
“Amended 2016
Plan
”) dated June 13, 2017, under which the Company
may grant stock options, bonus shares or stock appreciation rights
to acquire the equivalent of a maximum of 10,778,490 of the
Company’s Shares. The 2016 Plan was approved the
Company’s shareholders at the June 2, 2016 annual general
meeting. All stock options and other share-based awards granted by
the Company, or to be granted by the Company, since the
implementation of the Amended 2016 Plan will be issued under, and
governed by, the terms and conditions of the Amended 2016 Plan. The
stock option vesting terms are determined by the Board of Directors
on grant with a maximum allowable stock option life of 10
years.
During
the year ended December 31, 2018, the Company granted 4,040,000
incentive stock options to its directors, officers, employees and
consultants.
The options
are exercisable at an exercise prices ranging from $0.22 to $0.65
per Share and expiry dates ranging from February 20, 2023 to
November 14, 2023 and vest at 12.5% per quarter for the first two
years following the date of grant.
During
the year ended December 31, 2017, the Company granted 4,080,000
incentive stock options to its directors, officers, employees and
consultants.
The options
are exercisable at an exercise prices ranging from $0.33 to $0.49
per Share and expiry dates ranging from January 12, 2022 to
November 6, 2022 and vest at 12.5% per quarter for the first two
years following the date of grant.
During
the year ended December 31, 2016, the Company granted 1,600,000
incentive stock options to its directors, officers, employees and
consultants.
The options
are exercisable at a price of $0.20 per Share for a term of five
years expiring on June 2, 2021 and vest at 12.5% per quarter for
the first two years following the date of
grant.
PROPHECY DEVELOPMENT CORP.
Notes
to Annual Consolidated Financial Statements
For the
years ended December 31, 2018, 2017 and 2016
(Expressed
in Canadian Dollars)
18.
SHARE CAPITAL
(
cont’d…)
(c)
Share-based
compensation plan (cont’d…)
The
following is a summary of the changes in Prophecy’s stock
options from December 31, 2015 to December 31, 2018:
|
|
Weighted Average Exercise Price
|
Outstanding,
December 31, 2015
|
3,437,420
|
$
1.00
|
Granted
|
1,600,000
|
$
0.20
|
Expired
|
(10,000
)
|
$
2.80
|
Cancelled
|
(379,280
)
|
$
2.19
|
Forfeited
|
(40,000
)
|
$
0.61
|
Outstanding,
December 31, 2016
|
4,608,140
|
$
0.64
|
Granted
|
4,080,000
|
$
0.38
|
Expired
|
(312,930
)
|
$
2.08
|
Exercised
|
(126,870
)
|
$
0.40
|
Outstanding,
December 31, 2017
|
8,248,340
|
$
0.46
|
Granted
|
4,040,000
|
$
0.31
|
Expired
|
(349,720
)
|
$
1.21
|
Cancelled
|
(1,815,120
)
|
$
0.45
|
Forfeited
|
(445,000
)
|
$
1.04
|
Exercised
|
(87,500
)
|
$
0.28
|
Outstanding,
December 31, 2018
|
9,591,000
|
$
0.34
|
As of
December 31, 2018, the following Prophecy share purchase options
were outstanding:
|
Expiry
|
|
|
|
|
Date
|
|
|
|
|
|
|
|
|
|
|
$
0.65
|
November
14, 2023
|
200,000
|
-
|
-
|
200,000
|
$
0.33
|
October
17, 2023
|
940,000
|
-
|
-
|
940,000
|
$
0.26
|
October
10, 2023
|
550,000
|
-
|
-
|
550,000
|
$
0.22
|
July
23, 2023
|
400,000
|
-
|
50,000
|
350,000
|
$
0.31
|
May
1, 2023
|
200,000
|
-
|
50,000
|
150,000
|
$
0.28
|
April
6, 2023
|
1,225,000
|
-
|
306,250
|
918,750
|
$
0.31
|
February
20, 2023
|
200,000
|
-
|
75,000
|
125,000
|
$
0.48
|
November
6, 2022
|
-
|
50,000
|
-
|
-
|
$
0.35
|
September
1, 2022
|
1,250,000
|
1,670,000
|
781,250
|
468,750
|
$
0.33
|
June
12, 2022
|
1,225,000
|
1,450,000
|
918,750
|
306,250
|
$
0.49
|
January
12, 2022
|
820,000
|
910,000
|
717,500
|
102,500
|
$
0.20
|
June
2, 2021
|
1,420,000
|
1,557,500
|
1,420,000
|
-
|
$
0.50
|
June
22, 2020
|
311,000
|
328,000
|
311,000
|
-
|
$
0.50
|
April
7, 2020
|
535,000
|
820,620
|
535,000
|
-
|
$
0.65
|
May
1, 2019
|
315,000
|
547,500
|
315,000
|
-
|
$
1.00
|
February
3, 2019
|
-
|
50,000
|
-
|
-
|
$
1.05
|
January
27, 2019
|
-
|
515,000
|
-
|
-
|
$
1.20
|
August
16, 2018
|
-
|
324,720
|
-
|
-
|
$
1.30
|
July
22, 2018
|
-
|
25,000
|
-
|
-
|
|
9,591,000
|
8,248,340
|
5,479,750
|
4,111,250
|
PROPHECY DEVELOPMENT CORP.
Notes
to Annual Consolidated Financial Statements
For the
years ended December 31, 2018, 2017 and 2016
(Expressed
in Canadian Dollars)
18.
SHARE CAPITAL
(cont’d...)
(c)
Share-based
compensation plan (cont’d…)
Share-based
payment expenses resulting from stock options are amortized over
the corresponding vesting periods. During the year ended December
31, 2018, 2017 and 2016, the share-based payment expenses were
calculated using the following weighted average
assumptions:
|
|
|
|
|
|
Risk-free
interest rate
|
1.77
%
|
1.25
%
|
1.20
%
|
Expected
life of options in years
|
4.4
|
4.4
|
4.9
|
Expected
volatility
|
135.71
%
|
133.55
%
|
131.45
%
|
Expected
dividend yield
|
|
|
|
Expected
forfeiture rate
|
12
%
|
12
%
|
12
%
|
Weighted
average fair value of options granted during the year
|
$
0.32
|
$
0.32
|
$
0.23
|
The
expected volatility used in the Black-Scholes option pricing model
is based on the historical volatility of the Company’s
shares. The expected forfeiture rate is based on the historical
forfeitures of options issued.
Share-based
payments charged to operations and assets were allocated between
deferred mineral properties, and general and administrative
expenses. Share-based payments are allocated between being either
capitalized to deferred exploration costs where related to mineral
properties or expensed as general and administrative expenses where
otherwise related to the general operations of the
Company.
For the
year ended December 31, 2018, 2017, and 2016, share-based payments
were recorded as follows:
|
|
|
|
|
Consolidated
Statement of Operations
|
|
|
|
Share
based payments
|
553,430
|
599,117
|
197,889
|
|
$
553,430
|
$
599,117
|
$
197,889
|
Consolidated
Statement of Financial Position
|
|
|
|
Chandgana
Tal and power plant application
|
-
|
69,515
|
21,429
|
Gibellini
exploration
|
87,186
|
-
|
-
|
Pulacayo
exploration
|
117,871
|
158,464
|
46,934
|
|
205,057
|
227,979
|
68,363
|
Total
share-based payments
|
$
758,487
|
$
827,096
|
$
266,252
|
[remainder of this page has been intentionally left
blank]
PROPHECY DEVELOPMENT CORP.
Notes
to Annual Consolidated Financial Statements
For the
years ended December 31, 2018, 2017 and 2016
(Expressed
in Canadian Dollars)
18.
SHARE CAPITAL
(cont’d...)
(d)
Share purchase
warrants
The
following is a summary of the changes in Prophecy’s share
purchase warrants from December 31, 2015 to December 31,
2018:
|
|
Weighted Average Exercise Price
|
Outstanding,
December 31, 2015
|
4,365,040
|
$
0.60
|
Issued
|
9,369,670
|
$
0.40
|
Expired
|
(254,110
)
|
$
1.00
|
Outstanding,
December 31, 2016
|
13,480,600
|
$
0.47
|
Issued
|
12,453,680
|
$
0.41
|
Exercised
|
(150,000
)
|
$
0.40
|
Expired
|
(26,250
)
|
$
0.70
|
Outstanding,
December 31, 2017
|
25,758,030
|
$
0.44
|
Issued
|
5,061,417
|
$
0.40
|
Exercised
|
(3,445,420
)
|
$
0.39
|
Expired
|
(56,000
)
|
$
0.40
|
Outstanding,
December 31, 2018
|
27,318,027
|
$
0.44
|
On February 15, 2018, the Company issued 500,000 Share purchase
warrants as a part of consideration for mining claims acquisition
(Note 13)
. The fair value of $89,944 of the issued warrants
determined using the Black-Scholes option pricing model using the
following assumptions: (1) a risk-free interest rate of 1.9%; (2)
warrant expected life of three years; (3) expected volatility of
116%, and (4) dividend yield of nil.
On April 23, 2018, the Company issued 500,000 Share purchase
warrants as a part of consideration for services related to the
Gibellini Project.
The fair value of $92,000 of the issued
warrants determined using the Black-Scholes option pricing model
using the following assumptions: (1) a risk-free interest rate of
2%; (2) warrant expected life of three years; (3) expected
volatility of 97.4%, and (4) dividend yield of nil.
As of
December 31, 2018, the following Prophecy share purchase warrants
were outstanding:
|
Expiry Date
|
|
|
|
|
|
$
0.50
|
June
13, 2022
|
596,590
|
596,590
|
$
0.50
|
April
12, 2022
|
1,032,500
|
1,032,500
|
$
0.40
|
January
13, 2022
|
499,990
|
499,990
|
$
0.44
|
August
29, 2021
|
1,013,670
|
1,013,670
|
$
0.40
|
August
13, 2021
|
198,237
|
-
|
$
0.40
|
July
6, 2021
|
3,863,180
|
-
|
$
0.40
|
June
2, 2021
|
7,500,000
|
7,500,000
|
$
0.30
|
April
23, 2021
|
100,000
|
-
|
$
0.50
|
February
15, 2021
|
500,000
|
-
|
$
0.40
|
January
25, 2021
|
650,000
|
650,000
|
$
0.40
|
December
18, 2020
|
211,250
|
703,350
|
$
0.70
|
November
13, 2020
|
625,000
|
625,000
|
$
0.40
|
October
16, 2020
|
2,533,020
|
2,701,360
|
$
0.70
|
September
30, 2020
|
1,112,000
|
1,112,000
|
$
0.40
|
September
20, 2020
|
4,534,920
|
6,919,900
|
$
0.60
|
June
24, 2020
|
1,147,670
|
1,147,680
|
$
0.50
|
May
22, 2020
|
1,200,000
|
1,200,000
|
$
0.40
|
January
25,2018
|
-
|
56,000
|
|
27,318,027
|
25,758,030
|
PROPHECY DEVELOPMENT CORP.
Notes
to Annual Consolidated Financial Statements
For the
years ended December 31, 2018, 2017 and 2016
(Expressed
in Canadian Dollars)
19.
CAPITAL
RISK MANAGEMENT
Management
considers its capital structure to consist of share capital, share
purchase options and warrants. Prophecy manages its capital
structure and makes adjustments to it, based on the funds available
to, and required by the Company in order to support the
acquisition, exploration and development of mineral properties. The
Board of Directors does not establish quantitative returns on
capital criteria for management. In order to facilitate the
management of its capital requirement, the Company prepares annual
expenditure budgets that are updated as necessary depending on
various factors. The annual and updated budgets are approved by the
Board of Directors.
The
properties, to which the Company currently has an interest in, are
in the exploration stage; as such, Prophecy is dependent on
external financing to fund its activities. In order to carry out
the planned exploration and development and pay for administrative
costs, Prophecy will spend its existing working capital and raise
additional amounts as needed. There were no changes in managements
approach to capital management during the year ended December 31,
2018. Neither Prophecy nor its subsidiaries are subject to
externally imposed capital requirements.
20.
FAIR
VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS
Fair Value Measurements
Fair value hierarchy
Fair
value is the price that would be received to sell an asset or paid
to transfer a liability in an orderly transaction between market
participants at the measurement date. The fair value hierarchy
establishes three levels to classify the inputs to valuation
techniques used to measure fair value. Level 1 inputs are quoted
prices (unadjusted) in active markets for identical assets or
liabilities. Level 2 inputs are quoted prices in markets that are
not active, quoted prices for similar assets or liabilities in
active markets, inputs other than quoted prices that are observable
for the asset or liability (for example, interest rate and yield
curves observable at commonly quoted intervals, forward pricing
curves used to value currency and commodity contracts and
volatility measurements used to value option contracts), or inputs
that are derived principally from or corroborated by observable
market data or other means. Level 3 inputs are unobservable
(supported by little or no market activity). The fair value
hierarchy gives the highest priority to Level 1 inputs and the
lowest priority to Level 3 inputs.
Prophecy utilizes a fair value
hierarchy that prioritizes the inputs to valuation techniques used
to measure fair value as follows:
Level 1
– quoted prices (unadjusted) in active markets for identical
assets or liabilities;
Level 2
– inputs are quoted prices in markets that are not active,
quoted prices for similar assets or liabilities in active markets,
inputs other than quoted prices that are observable for the asset
or liability (for example, interest rate and yield curves
observable at commonly quoted intervals, forward pricing curves
used to value currency and commodity contracts and volatility
measurements used to value option contracts), or inputs that are
derived principally from or corroborated by observable market data
or other means; and
Level 3
– inputs for the asset or liability that are not based on
observable market data (unobservable inputs).
The
fair value hierarchy gives the highest priority to Level 1 inputs
and the lowest priority to Level 3 inputs. The following table sets
forth Prophecy’s financial assets measured at fair value by
level within the fair value hierarchy.
|
|
|
|
|
Financial
assets
|
|
|
|
|
Cash,
December 31, 2018
|
$
5,304,097
|
$
-
|
$
-
|
$
5,304,097
|
Cash,
December 31, 2017
|
$
4,100,608
|
$
-
|
$
-
|
$
4,100,608
|
Cash,
December 31, 2016
|
$
21,648
|
$
-
|
$
-
|
$
21,648
|
PROPHECY DEVELOPMENT CORP.
Notes
to Annual Consolidated Financial Statements
For the
years ended December 31, 2018, 2017 and 2016
(Expressed
in Canadian Dollars)
20.
FAIR VALUE MEASUREMENTS AND FINANCIAL
INSTRUMENTS
(cont’d...)
Categories of financial instruments
The
Company considers that the carrying amount of all its financial
assets and financial liabilities measured at amortized cost
approximates their fair value due to their short term nature.
Restricted cash equivalents approximate fair value due to the
nature of the instrument. The Company does not offset financial
assets with financial liabilities. There were no transfers between
Level 1, 2 and 3 for the year ended December 31, 2018.
The
Company’s financial assets and financial liabilities are
categorized as follows:
|
|
|
|
|
|
|
|
Fair
value through profit or loss
|
|
|
|
Cash
|
$
5,304,097
|
$
4,100,608
|
$
21,648
|
Fair value though
other comprehensive income
|
|
|
|
Marketable
securities
|
$
-
|
$
205,600
|
$
176,000
|
Amortized
cost
|
|
|
|
Receivables
|
$
36,399
|
$
34,653
|
$
91,565
|
Restricted
cash equivalents
|
$
34,500
|
$
34,500
|
$
-
|
|
$
5,374,996
|
$
4,375,361
|
$
289,213
|
Amortized
cost
|
|
|
|
Accounts payable
and accrued liabilities
|
$
1,636,786
|
$
1,895,983
|
$
2,658,018
|
Credit
facility
|
$
-
|
$
-
|
$
1,071,560
|
|
$
1,636,786
|
$
1,895,983
|
$
3,729,578
|
21.
FINANCIAL
RISK MANAGEMENT DISCLOSURES
Liquidity
risk is the risk that an entity will be unable to meet its
financial obligations as they fall due. The Company manages
liquidity risk by preparing cash flow forecasts of upcoming cash
requirements. As at December 31, 2018, the Company had a cash
balance of $5,304,097 (December 31, 2017 – $4,100,608,
December 31, 2016 – $21,648). As at December 31, 2018
the Company had accounts payable and accrued liabilities of
$1,636,786 (December 31, 2017 - $1,895,983, December 31,
2016 - $2,658,018), which have contractual maturities of 90
days or less.
The
Company has a planning and budgeting process in place by which it
anticipates and determines the funds required to support normal
operation requirements as well as the growth and development of its
mineral property interests. The Company coordinates this planning
and budgeting process with its financing activities through the
capital management process in normal circumstances.
The
following table details the Company’s current and expected
remaining contractual maturities for its financial liabilities with
agreed repayment periods. The table is based on the undiscounted
cash flows of financial liabilities.
|
|
|
|
Accounts
payable and accrued liabilities
|
|
|
|
As
at December 31, 2018
|
$
1,636,786
|
$
-
|
$
1,636,786
|
As
at December 31, 2017
|
$
1,895,983
|
$
-
|
$
1,895,983
|
As
at December 31, 2016
|
$
2,658,018
|
$
-
|
$
2,658,018
|
PROPHECY DEVELOPMENT CORP.
Notes
to Annual Consolidated Financial Statements
For the
years ended December 31, 2018, 2017 and 2016
(Expressed
in Canadian Dollars)
21.
FINANCIAL RISK MANAGEMENT DISCLOSURES
(cont’d...)
Credit
risk is the risk that one party to a financial instrument will fail
to discharge an obligation and cause the other party to incur a
financial loss. The Company is exposed to credit risk primarily
associated to cash and restricted cash equivalents and receivables,
net of allowances. The carrying amount of financial assets included
on the statements of financial position represents the maximum
credit exposure.
Interest rate risk
is the risk that the fair value or future cash flows of a financial
instrument will fluctuate due to changes in market interest rates.
The Company’s cash and restricted cash equivalents primarily
include highly liquid investments that earn interest at market
rates that are fixed to maturity. Due to the short
‐
term nature of these
financial instruments, fluctuations in market rates do not have
significant impact on the fair values of the financial instruments
as of December 31, 2018. The Company manages interest rate risk by
maintaining an investment policy that focuses primarily on
preservation of capital and liquidity.
(ii)
Foreign currency
risk
The
Company is exposed to foreign currency risk to the extent that
monetary assets and liabilities held by the Company are not
denominated in Canadian dollars.
The
Company has exploration and development projects in Mongolia and
Bolivia and undertakes transactions in various foreign currencies.
The Company is therefore exposed to foreign currency risk arising
from transactions denominated in a foreign currency and the
translation of financial instruments denominated in US dollars,
Mongolian tugrik, and Bolivian boliviano into its functional and
reporting currency, the Canadian dollar.
Based
on the above, net exposures as at December 31, 2018, with other
variables unchanged, a 10% (December 31, 2017 – 10%, December
31, 2016 – 10%) strengthening (weakening) of the Canadian
dollar against the Mongolian tugrik would impact net loss with
other variables unchanged by $44,000. A 10% strengthening
(weakening) of the Canadian dollar against the Bolivian boliviano
would impact net loss with other variables unchanged by $811,000. A
10% strengthening (weakening) of the US dollar against the Canadian
dollar would impact net loss with other variables unchanged by
$60,000. The Company currently does not use any foreign exchange
contracts to hedge this currency risk.
(iii)
Commodity and
equity price risk
Commodity price
risk is defined as the potential adverse impact on earnings and
economic value due to commodity price movements and volatilities.
Commodity prices fluctuate on a daily basis and are affected by
numerous factors beyond the Company’s control. The supply and
demand for these commodities, the level of interest rates, the rate
of inflation, investment decisions by large holders of commodities
including governmental reserves and stability of exchange rates can
all cause significant fluctuations in prices. Such external
economic factors are in turn influenced by changes in international
investment patterns and monetary systems and political
developments. The Company is also exposed to price risk with
regards to equity prices. Equity price risk is defined as the
potential adverse impact on the Company’s earnings due to
movements in individual equity prices or general movements in the
level of the stock market.
The
Company closely monitors commodity prices, individual equity
movements and the stock market to determine the appropriate course
of action to be taken by the Company. Fluctuations in value may be
significant.
PROPHECY DEVELOPMENT CORP.
Notes
to Annual Consolidated Financial Statements
For the
years ended December 31, 2018, 2017 and 2016
(Expressed
in Canadian Dollars)
22.
RELATED
PARTY DISCLOSURES
Prophecy
had related party transactions with the following companies,
related by way of directors and key management
personnel:
●
Linx Partners Ltd.,
a private company controlled by John Lee, Director, CEO and
Executive Chairman of Prophecy, provides management and consulting
services to the Company.
●
MaKevCo Consulting
Inc., a private company 50% owned by Greg Hall, Director of
Prophecy, provides consulting services to the Company.
●
Sophir Asia Ltd., a
private company controlled by Masa Igata, Director of Prophecy,
provides consulting services to the Company.
A
summary of related party transactions by related party is as
follows:
|
|
Related parties
|
|
|
|
Directors
and officers
|
$
1,265,152
|
$
307,425
|
$
280,160
|
Linx
Partners Ltd.
|
401,044
|
363,781
|
210,000
|
MaKevCo
Consulting Inc.
|
21,200
|
23,600
|
22,480
|
Sophir
Asia Ltd.
|
19,100
|
19,700
|
20,380
|
|
$
1,706,496
|
$
714,506
|
$
533,020
|
A
summary of the transactions by nature among the related parties is
as follows:
|
|
Related parties
|
|
|
|
Consulting
and management fees
|
$
268,456
|
$
247,525
|
$
153,000
|
Directors'
fees
|
70,378
|
60,600
|
63,240
|
Mineral
properties
|
631,610
|
201,875
|
117,000
|
Salaries
|
736,052
|
204,506
|
199,780
|
|
$
1,706,496
|
$
714,506
|
$
533,020
|
As at
December 31, 2018, amounts due to related parties were $4,634
(December 31, 2017 - $160,503), (December 31, 2016 –
$366,269).
Transactions
between the Company and its subsidiaries are eliminated on
consolidation; therefore, they are not disclosed as related party
transactions.
During
the years ended December 31, 2012 and 2013, the Company shared
administrative assistance, office space, and management with Nickel
Creek Platinum Corp. (“
Nickel
”) pursuant to a Service
Agreement dated January 1, 2012, consisting of fixed monthly fees
of $40,000. During the year ended December 31, 2018, the Company
received $50,000 as a debt settlement in satisfaction of an amount
owing from Nickel for services rendered to Nickel and expenses
incurred on behalf of Nickel, which was reflected on the
consolidated statement of operations.
PROPHECY DEVELOPMENT CORP.
Notes
to Annual Consolidated Financial Statements
For the
years ended December 31, 2018, 2017 and 2016
(Expressed
in Canadian Dollars)
23.
KEY
MANAGEMENT PERSONNEL COMPENSATION
Key
management personnel are those persons having authority and
responsibility for planning, directing and controlling the
activities of the Company, including directors of the
Company.
|
|
Key Management Personnel
|
|
|
|
Salaries
and short term benefits
|
$
775,064
|
$
204,506
|
$
204,079
|
Share-based
payments
|
621,339
|
596,232
|
181,990
|
|
$
1,396,403
|
$
800,738
|
$
386,069
|
24.
SUPPLEMENTAL
CASH FLOW INFORMATION
|
|
|
|
|
Supplementary
information
|
|
|
|
Interest
paid
|
$
-
|
$
21,066
|
$
11,253
|
Non-Cash Financing
and Investing Activities
|
|
|
|
Shares issued to
pay Credit Facility
|
$
-
|
$
900,000
|
$
1,500,000
|
Shares issued on
acquisition of mineral property
|
$
-
|
$
96,200
|
$
-
|
Bonus
shares
|
$
-
|
$
190,320
|
$
-
|
Shares issued to
settle debt
|
$
-
|
$
386,527
|
$
804,648
|
Capitalized
interest
|
$
-
|
$
-
|
$
11,253
|
Warrants issued for
mineral property
|
$
181,944
|
$
-
|
$
-
|
Depreciation
included in mineral property
|
$
27,387
|
$
216,653
|
$
278,376
|
Property and
equipment expenditures included in accounts payable
|
$
489,890
|
$
580,634
|
$
1,097,092
|
Fair value
loss/gain on marketable securities
|
$
12,160
|
$
12,160
|
$
-
|
Mineral property
expenditures included in accounts payable
|
$
1,067,747
|
$
753,248
|
$
962,822
|
Share-based
payments capitalized in mineral properties
|
$
205,057
|
$
227,979
|
$
68,363
|
Sale of Okeover
property for shares and debt settlement
|
$
-
|
$
-
|
$
195,079
|
Fair value of
finders warrants
|
$
-
|
$
-
|
$
10,183
|
Reclassification of
contributed surplus on exercise of options
|
$
15,350
|
$
14,567
|
$
-
|
Reclassification of
contributed surplus on exercise of warrants
|
$
132,453
|
$
10,650
|
$
-
|
PROPHECY DEVELOPMENT CORP.
Notes
to Annual Consolidated Financial Statements
For the
years ended December 31, 2018, 2017 and 2016
(Expressed
in Canadian Dollars)
Except
as disclosed elsewhere in these financial statements, the Company
has the following financial obligations in the ordinary course of
business:
|
|
|
|
|
|
|
|
|
|
|
|
Office Lease
Obligations
|
$
44,953
|
$
45,489
|
$
24,574
|
$
9,540
|
$
124,556
|
|
$
44,953
|
$
45,489
|
$
24,574
|
$
9,540
|
$
124,556
|
ASC tax claim
On
January 2, 2015, the Company acquired ASC Holdings Limited and ASC
Bolivia LDC (which together, hold ASC Bolivia LDC Sucursal Bolivia,
which in turn, held Apogee Silver Ltd.’s (“
Apogee
”) joint venture interest in
the Pulacayo Project) and Apogee Minerals Bolivia S.A. Pursuant to
the terms of the Agreement, Prophecy agreed to assume all
liabilities of these former Apogee subsidiaries, including legal
and tax liabilities associated with the Pulacayo Project.
During Apogee’s financial year ended June 30, 2014, it
received notice from the Servicio de Impuestos Nacionales, the
national tax authority in Bolivia, that ASC Bolivia LDC Sucursal
Bolivia, now the Company’s wholly-owned subsidiary, owed
approximately Bs42,000,000 ($8,121,918) in taxes, interest and
penalties relating to a historical tax liability in an amount
originally assessed at approximately $760,000 in 2004, prior to
Apogee acquiring the subsidiary in 2011. Apogee disputed the
assessment and disclosed to the Company that it believed the notice
was improperly issued. The Company continued to dispute the
assessment and hired local legal counsel to pursue an appeal of the
tax authority’s assessment on both substantive and procedural
grounds. On May 26, 2015, the Company received a positive
Resolution issued by the Bolivian Constitutional Court that
among other things, declared null and void the previous Resolution
of the Bolivian Supreme Court issued in 2011 (that imposed the tax
liability on ASC Bolivia LDC Sucursal Bolivia) and sent the matter
back to the Supreme
26.
CONTINGENCIES
(cont’d...)
ASC tax claim
(cont’d...)
Court
to consider and issue a new Resolution. The Company plans to
continue to vigorously defend its position and make submissions to
the Supreme Court during the new hearing. Based on
these developments, the tax claim amount of $8,121,918 (2017 -
7,541,016, 2016 - $7,060,690) was classified as non-current
liabilities.
Red Hill tax claim
During
the year ended December 31, 2014, the Company’s wholly-owned
subsidiary, Red Hill Mongolia LLC (“
Red Hill
”) was issued a letter
from the Sukhbaatar District Tax Division notifying it of the
results of the Sukhbaatar District Tax Division’s VAT
inspection of Red Hill’s 2009-2013 tax imposition and
payments that resulted in validating VAT credits of only
MNT235,718,533 from Red Hill’s claimed VAT credit of
MNT2,654,175,507. Red Hill disagreed with the Sukhbaatar District
Tax Division’s findings as the tax assessment appeared to the
Company to be unfounded. The Company disputed the Sukhbaatar
District Tax Division’s assessment and submitted a complaint
to the Capital City Tax Tribunal. On March 24, 2015, the
Capital City Tax Tribunal resolved to refer the matter back to the
Sukhbaatar District Tax Division for revision and separation of the
action between confirmation of Red Hill’s VAT credit, and the
imposition of the penalty/deduction for the tax
assessment.
The
Sukhbaatar District Tax Division appealed the Capital City Tax
Tribunal’s resolution to the General Tax Tribunal office but
was denied on June 4, 2015 on procedural grounds. As a
result, the Sukhbaatar District Tax Division implemented the
Capital City Tax Tribunal’s resolution on June 25, 2015,
finding: (1) with respect to confirmation of Red Hill’s VAT
credit, that after inspection the amount was to be MNT235,718,533;
and (2) with respect to the imposition of the penalty/deduction for
the tax assessment, that no penalty was to be issued but that Red
Hill’s loss to be depreciated and reported was to be
MNT1,396,668,549 in 2010 and MNT4,462,083,700 in 2011. The
Company continued to dispute the Sukhbaatar District Tax
Division’s assessment and delivered a complaint to Capital
City Tax Tribunal on July 24, 2015. Due to the uncertainty of
realizing the VAT balance, the Company has recorded an impairment
charge for the full VAT balance in the year ended December 31,
2015.
PROPHECY DEVELOPMENT CORP.
Notes
to Annual Consolidated Financial Statements
For the
years ended December 31, 2018, 2017 and 2016
(Expressed
in Canadian Dollars)
At this
time there is no change in the VAT claim. Red Hill has submitted a
complaint concerning this long delay to the General Tax office and
the Ministry of Finance. Following the submittal, the City tax
tribunal officer responded and informed Red Hill that a hearing
will be scheduled soon.
Red
Hill is working with its external lawyer to give additional
documents to the City tax tribunal before the hearing to solidify
the case.
As
there were no changes from January 1 to December 31, 2018, the
impaired value of $Nil for the VAT receivable remains
unchanged.
27.
EVENTS
AFTER THE REPORTING DATE
The following events occurred subsequent to December 31,
2018:
●
On February 19,
2019, the Company announced
that
Gerald Panneton resigned as the President & Chief Executive
Officer, and a director of the Company. John Lee, Chairman and
former Chief Executive Officer of the Company, was appointed to
serve as Interim President & Chief Executive Officer. Also, in
February 2019, the Company announced resignation of Louis Dionne as
a director of the Company.
●
On March 7, 2019,
the Company announced
the appointment of
Michael Doolin as the Company’s Chief Operating Officer and
interim Chief Executive Officer, effective April 1, 2019. In this
role, Mr. Doolin will manage Prophecy’s worldwide operations
while collaborating with Prophecy’s executive chairman John
Lee on investor marketing, fundraising and the Company’s
overall strategic direction.