UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 20-F

 

¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934  

 

OR

 

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  

For the fiscal year ended December 31, 2018

 

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  

For the transition period from ____________ to __________

 

OR

 

¨ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  

Date of event requiring this shell company report ______________________

 

Avrupa Minerals Ltd.

(Exact name of Registrant as specified in its charter)

 

British Columbia, Canada

(Jurisdiction of incorporation or organization)

 

Suite 410 – 325 Howe Street, Vancouver, British Columbia, Canada V6C 1Z7

(Address of principal executive offices)

 

Securities to be registered pursuant to Section 12(b) of the Act:

None

 

Securities to be registered pursuant to Section 12(g) of the Act:

Common Shares, without par value

(Title of Class)

 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

 

Indicate the number of outstanding shares of each of the Company’s classes of capital or common stock as of the close of the period covered by the annual report.   108,433,797 Common Shares

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   Yes ¨   No   x

 

If this report is an annual or a transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 . Yes ¨  No x

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 12 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety days.    Yes x  No ¨

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer.  See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.   Large accelerated filer ¨  Accelerated filer   ¨  Non-accelerated filer x

 

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

U.S. GAAP ¨                          International Financial Reporting Standards as issued                                         Other ¨

                                                 by the International Accounting Standards Board x

 

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow: Item 17   ¨  Item 18 ¨

 

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨   No   x

 

Page 1 of 120

Index to Exhibits on Page 84


1



Avrupa Minerals Ltd.  

Form 20-F Annual Report  

 

Table of Contents  

 

 

Part I 5  

Item 1.  Identity of Directors, Senior Management and Advisors 5  

Item 2.  Offer Statistics and Expected Timetable 5  

Item 3.  Key Information 5  

Item 4.  Information on the Company 13  

Item 5.  Operating and Financial Review and Prospects 46  

Item 6.  Directors, Senior Management and Employees 56  

Item 7.  Major Shareholders and Related Party Transactions 63  

Item 8.  Financial Information 64  

Item 9.  Offer and Listing of Securities 65  

Item 10.  Additional Information 68  

Item 11.  Disclosures About Market Risk 80  

Item 12.  Description of Securities Other than Equity Securities 81  

 

Part II 81  

Item 13.  Defaults, Dividend Arrearages and Delinquencies 81  

Item 14.  Modifications of Rights of Securities Holders and Use of Proceeds 81  

Item 15.  Controls and Procedures 81  

Item 16.  Reserved 82  

Item 16A.  Audit Committee Financial Expert 82  

Item 16B.  Code of Ethics 82  

Item 16C.  Principal Accounting Fees and Services 82  

Item 16D.  Exemptions from the Listing Standards for Audit Committees 83  

Item 16E.  Purchases of Equity Securities by the Issuer and Affiliated Purchasers 83  

Item 16F.  Change in Registrant’s Certifying Accountant 83  

Item 16G.  Corporate Governance 83  

Item 16H.  Mine Safety Disclosure 83  

 

Part III 83  

Item 17.  Financial Statements 83  

Item 18.  Financial Statements 83  

Item 19.  Exhibits 84  

Signature Page 119  


2



METRIC EQUIVALENTS

 

For ease of reference, the following factors for converting metric measurements into imperial equivalents are provided:

 

To Convert from Metric

To Imperial

Multiply by

 

 

 

Hectares

Acres

2.471

Meters

Feet (ft.)

3.281

Kilometers (km)

Miles

0.621

Tonnes

Tons (2000 pounds)

1.102

Grams/tonne

Ounces (troy/ton)

0.029

 

INTRODUCTION

 

Avrupa Minerals Ltd. (Avrupa or the “Company”) was incorporated on January 23, 2008 under the Business Corporations Act of British Columbia under the name Everclear Capital Ltd. The Company became a Capital Pool Corporation ("CPC") on September 2, 2008. On July 7, 2010, the Company changed its name and on July 13, 2010, the Company completed its qualifying transaction.

 

The Company qualifies as an emerging growth company as defined in the Jumpstart Our Business Startups Act. The Company will continue to qualify as an emerging growth company until such time as the Company produces more than US$1 billion in gross revenue, the Company issues more than US$1 billion in non-convertible debt within a three-year period, the Company’s market capitalization exceeds US $700 million, or more than five years elapse from the time of its initial public offering in the United States.  As an emerging growth company, the Company is exempt from the requirements of section 404(b) of the Sarbanes-Oxley Act, meaning that the Company is exempt from the requirement to obtain an external audit of its internal controls over financial reporting.

 

BUSINESS OF AVRUPA MINERALS LTD.

 

Avrupa is a mineral company engaged in the acquisition and exploration of mineral properties.

 

There are no known proven reserves of minerals on Avrupa’s properties.  All of the Company's properties are currently at the exploration stage. The Company does not have any commercially producing mines or sites, nor is the Company in the process of developing any commercial mines or sites.  The Company has not reported any revenue from operations since incorporation.  As such, Avrupa is defined as an “exploration-stage company”.

 

FINANCIAL AND OTHER INFORMATION

 

In this Registration Statement, unless otherwise specified, all dollar amounts are expressed in Canadian Dollars (“CDN$” or “$”).  The Government of Canada permits a floating exchange rate to determine the value of the Canadian Dollar against the U.S. Dollar (US$).


3



FORWARD-LOOKING STATEMENTS

 

Certain statements in this document constitute “forward-looking statements”. Some, but not all, forward-looking statements can be identified by the use of words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” and “intend,” statements that an action or event “may,” “might,” “could,” “should,” or “will” be taken or occur, or other similar expressions. Although the Company has attempted to identify important factors that could cause actual results to differ materially from expected results, such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Registrant, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following risks: the risks associated with outstanding litigation, if any, risks associated with project development; the need for additional financing; operational risks associated with mining and mineral processing; fluctuations in metal prices; title matters; uncertainties and risks related to carrying on business in foreign countries; environmental liability claims and insurance; reliance on key personnel; the potential for conflicts of interest among certain officers, directors or promoters of the Registrant with certain other projects; the absence of dividends; currency fluctuations; competition; dilution; the volatility of the Registrant’s common share price and volume; and tax consequences to U.S. Shareholders. We are not obligated to keep our information current and revise any forward-looking statements because of new information, future events or otherwise.


4


AVRUPA MINERALS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

(Presented in Canadian Dollars)


 

 

Part I

 

 

Item 1.  Identity of Directors, Senior Management and Advisors

 

Not Applicable

 

Item 2.  Offer Statistics and Expected Timetable

 

Not Applicable

 

Item 3.  Key Information

 

As used within this Annual Report, the terms “Avrupa”, “the Company”, “Issuer” and “Registrant” refer collectively to Avrupa Minerals Ltd., its predecessors, subsidiaries and affiliates.

 

SELECTED FINANCIAL DATA

 

The following tables set forth and summarize selected consolidated financial data for the Company, prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

 

The selected financial data of the Company for the Years Ended December 31, 2018, 2017 and 2016, were audited by DeVisser Gray LLP, Chartered Accountants, as indicated in its audit report which is included elsewhere in this Annual Report. The selected financial data for the Years Ended December 31, 2015 and 2014 were derived from the financial statements of the Company which have been also audited by DeVisser Gray LLP, Chartered Accountants, but are not included herein.

 

The selected financial data should be read in conjunction with the financial statements and other financial information included elsewhere in this Annual Report.

 

The Company has not declared any dividends on its common shares since incorporation and does not anticipate that it will do so in the foreseeable future.  The present policy of the Company is to retain future earnings, if any, for use in its operations and the expansion of its business.

 

Table No. 2 is derived from the financial statements of the Company, which have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board.


5



Table No. 2

Selected Financial Data

(CDN$ in 000, except per share data)

 

 

Year Ended

December 31,

2018

Year Ended

December 31,

2017

Year Ended

December 31,

2016

Year Ended

December 31,

2015

Year Ended

December 31,

2014

 

 

 

 

 

 

Total Revenues

$0

$0

$0

$0

$0

Net Loss

$1,885

$1,906

$1,872

$1,549

$1,251

Comprehensive Loss

$1,902

$1,880

$1,900

$1,543

$1,266

Loss Per Share

$0.02

$0.02

$0.03

$0.03

$0.03

Dividends Per Share

$0

$0

$0

$0

$0

Wtg. Avg. Shares

93,795

80,788

63,766

49,642

40,495

Working Capital

($448)

$27

$484

$11

$433

Exploration and Evaluation Assets

$1,408

$1,408

$1,479

$1,479

$1,479

Long-Term Debt

$18

$24

$0

$0

$0

Shareholder’s Equity

$1,110

$1,645

$2,230

$1,830

$2,126

Total Assets

$1,938

$2,130

$2,482

$2,654

$3,236

 

In this Annual Report, unless otherwise specified, all dollar amounts are expressed in Canadian Dollars (CDN$).  

 

Table No. 3 sets forth the rate of exchange for the Canadian Dollar at the end of the five most recent annual periods December 31 st , the average rates for the period, and the range of high and low rates for the period.

 

For purposes of this table, the rate of exchange means the noon buying rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York.  The table sets forth the number of Canadian dollars required under that formula to buy one U.S. Dollar.  The average rate means the average of the exchange rates on the last day of each month during the period.


6



Table No. 3

Canadian Dollar/U.S. Dollar

 

Period

Average

   High

    Low

  Close

 

 

 

 

 

Year Ended 12/31/18

$  1.30

$  1.37

$  1.23

$  1.36

Year Ended 12/31/17

1.30

1.37

1.21

1.25

Year Ended 12/31/16

1.13

1.17

1.10

1.17

Year Ended 12/31/15

1.29

1.40

1.17

1.38

Year Ended 12/31/14

1.11

1.16

1.06

1.16

 

 

 

 

 

Three Months Ended 12/31/18

$  1.33

$  1.37

$  1.32

$  1.36

Three Months Ended   9/30/18

1.30

1.33

1.29

1.29

Three Months Ended   6/30/18

1.30

1.33

1.25

1.31

Three Months Ended   3/31/18

1.27

1.31

1.23

1.29

 

 

 

 

 

Three Months Ended 12/31/17

$  1.28

$  1.29

$  1.25

$  1.25

Three Months Ended   9/30/17

1.25

1.30

1.21

1.25

Three Months Ended   6/30/17

1.34

1.37

1.30

1.30

Three Months Ended   3/31/17

1.32

1.35

1.30

1.33

 

 

 

 

 

Three Months Ended 12/31/16

$  1.14

$  1.17

$  1.12

$  1.17

Three Months Ended   9/30/16

1.12

1.14

1.11

1.12

Three Months Ended   6/30/16

1.12

1.17

1.10

1.12

Three Months Ended   3/31/16

1.15

1.17

1.13

1.17

 

 

 

 

 

March 2019

 

$  1.34

$  1.33

$  1.34

February 2019

 

1.33

1.31

1.32

January 2019

 

1.36

1.31

1.31

December 2018

 

1.37

1.32

1.36

November 2018

 

1.33

1.31

1.33

October 2018

 

1.31

1.28

1.31

 

The exchange rate was $1.34 on March 31, 2019.

 

Statement of Capitalization and Indebtedness

 

Not applicable.

 

Reasons for the offer and use of proceeds

 

Not applicable.

 

Risk Factors

 

An investment in the Common Shares of the Company must be considered speculative due to the nature of the Company’s business and the present stage of exploration and development of its non producing mineral properties. In particular, the following risk factors apply:


7



Risks Associated with Mineral Exploration

 

The Company is engaged in the mineral exploration business, which is highly speculative and has certain inherent risks which could have a negative effect on the Company

Mineral exploration is a speculative business, characterized by a number of significant risks including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits but from finding mineral deposits which, though present, are insufficient in quantity and quality to return a profit from production.  The marketability of minerals acquired or discovered by the Company may be affected by numerous factors which are beyond the control of the Company and which cannot be accurately predicted, such as market fluctuations, the proximity and capacity of milling facilities, mineral markets and processing equipment, and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals, and environment protection, the combination of which factors may result in the Company not receiving an adequate return on investment capital.

 

All of the Company's mineral properties are at the exploration stage and all of the Company's exploration expenditures may be lost

The Company is at the exploration stage on all of its properties and substantial additional work and expenditures will be required in order to determine if any economic deposits occur on the Company’s properties. Mineral exploration is highly risky, and most exploration properties do not contain any economic deposits of minerals. If a property is determined to not contain any economic reserves of minerals, the entire amount spent on exploration will be lost.

 

The mineral industry is highly competitive

The Company will be required to compete in the future directly with other corporations that may have greater resources.  Such corporations could outbid the Company for potential projects or produce minerals at lower costs which would have a negative effect on the Company’s operations.

 

Commodity prices may not support corporate profit

The resource industry in general is intensely competitive and there is no assurance that, even if commercial quantities of minerals are discovered and developed, a profitable market will exist for the sale of same.  Factors beyond the control of the Company may affect the marketability of any minerals discovered.  The price of natural resources are volatile over short periods of time, and is affected by numerous factors beyond the control of the Company, including international economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates and global or regional consumption patterns, speculative activities and increased production. If the Company is unable to economically produce minerals from its projects, it would have a negative effect on the Company’s financial condition or require the Company to cease operations altogether.

 

The Company's mineral exploration activities are subject to substantial government regulatory requirements

The mineral projects in which the Company has an interest are located in Portugal, Kosovo and Germany.  The process for acquiring an interest in mineral concessions in these three countries is different from procedures for acquiring mining claims in Canada or the United States and involves certain risks not applicable in those jurisdictions.

 

These countries are politically stable European jurisdictions governed by democratically-elected leaders. In each of these countries, the legal, tax, and administrative institutions for business activities are in place, and processes and procedures are established and understood.  In Kosovo, the legal and administrative framework for the mining industry has been established over the past ten years, first by the United Nations Mission in Kosovo and followed-up and further developed by the Kosovo government.  Specifically, a new mining law, established in 2010, exists, and the independent regulator and oversight mechanism is functioning properly.  


8



In Portugal, the rights and obligations associated with mining concession are governed by Direcção-Geral de Energia e Geologia (“DGEG”).  A complete application, including detail work plans to be carried out, minimum planned amount of investment, the means of financing, financial standing and ability of the applicant, detailed measurements to be used for environmental protection and evidence of advertising such in a county newspaper and the official gazette, is submitted to the DGEG.  Before a decision is made by the DGEG, the DGEG might request clarification of the proposal and further supporting documents and information about the application as well as having a hearing of the consultation office.  Once the application is approved, the DGEG will sign the administrative contract (mining concession) with the applicant as well as publishing an abstract in the official gazette.   In order to keep a mining concession valid and in effect, it is necessary to pay an annual license fee as well as putting up bonds for the claims.  

 

In Kosovo, Independent Commission of Mines and Minerals (“ICMM”) oversees the exploration license application process.  Under Official Gazette of the Republic of Kosova/Pristina, No. 80/27, Law No 08/L – 163, Article 21, an exploration license can be applied for a parcel of land no greater than 100 square kilometers, with a three-year term.  Extension periods can be granted upon reducing the parcel of land by 50%; each extension is for an additional two years and can be done three times.  To maintain the licenses, the company is required to report by the end of a calendar year all work performed and provide ICMM the financial report.  Environmental safety regulations are followed in accordance to the European standards.

 

In Germany, Sächsisches Oberbergamt (Saxonian High Mining Authority, the “MA”) overseas the exploration license application.  Any individual or company (domestic or foreign) can apply for such.  Each license, once granted, will be valid for up to five years, with the possibility of extending.  The company must provide proof of activities; otherwise, the license can be cancelled.  If there are competing licenses, the MA will decide on the basis of the capabilities of the competing applicants.  The process of license granting can be daunting and long.  Annual reports must be submitted to retain its interest in the licenses.

 

Mineral exploration and mining activities in Portugal, Kosovo and Germany may be affected in varying degrees by political instability and government regulations relating to the mining industry.  Any changes in regulations or shifts in political conditions are beyond the control of the Company and may adversely affect its business.  Future operations may be affected in varying degrees by government regulations with respect to restrictions on production, price controls, export controls, income taxes, expropriations of property, environmental legislation and mine safety.  

 

Changes in these regulations or in their application are beyond the control of the Company and may adversely affect its operations, business and results of operations.  The requirements to comply with these regulations may result in increased costs, as well as delays in obtaining the permits required to conduct operations. Failure to comply with the conditions set out in any permit or failure to comply with the applicable statutes and regulations may result in orders to cease or curtail operations or to install additional equipment.  The Company may be required to compensate those suffering loss or damage by reason of its operating or exploration activities.

 

On the Federal, Provincial/Territorial and State level, the Company must comply with exploration permitting requirements which require sound operating and reclamation plans to be approved by the applicable government body prior to the start of exploration. Depending upon the type and extent of the exploration activities, the Company may be required to post reclamation bonds and/or assurances that the affected areas will be reclaimed. If the reclamation requires funds in addition to those already allocated, the Company could be forced to pay for the extra work and it could have a significant negative effect upon the Company’s financial position and operations.

 

As the Company’s operations are primarily related to the exploration of our properties in these jurisdictions, many governmental regulations relating to mining activities are not yet application to the Company.


9



Our potential mining processing operations and exploration activities in these jurisdictions are subject to various laws governing land use, the protection of environment, prospecting, development, production, exports, taxes, labor standards, occupational health, mine safety and other matters.  Such operations and exploration activities are also subject to substantial regulation under these laws by governmental agencies and may require that the Company obtain permits from various governmental agencies.  The Company believes that it is in substantial compliance with all material laws and regulations which currently apply to the Company’s activities.  There can be no assurance, however, that all permits which the Company may require for future operations will be obtainable on reasonable terms or that such laws and regulations would not have an adverse effect on any mining project which the Company might undertake.

 

Failure to comply with laws and regulations may result in orders being issued thereunder which may cause operations to cease or be curtailed or may require installation of additional equipment.  Violators may be required to compensate those suffering loss or damage by reason of their mining activities and may be subject to fines or penal sanctions if convicted of an offense under such legislation.

 

Amendments to current laws and regulations governing operations and activities of mining companies or more stringent implementation thereof could have a material adverse impact on the Company or prevent development of the Company’s mining properties.

 

The jurisdictions that the Company has operations in have environmental legislation that requires that the mining concessionaire to obtain the authorization from the applicable environmental authorities to initiate any exploration or exploitation activity.  Environmental legislation in these jurisdictions imposes potential liability on owners and/or operators of mining facilities which release hazardous substances into the environment and are required to carry out their operations using methods and techniques not liable to cause damage to the environment or the land-owner.

 

The Company’s title to its properties may be disputed by third parties which could result in the loss of title to its properties

The Company has only done a preliminary title survey of its exploration properties in accordance with industry standards. These procedures do not guarantee the Company’s title and therefore, in accordance with the laws of the jurisdictions in which these properties are situated, their existence and area could be in doubt. Unregistered agreements or transfers, or native land claims, may affect title.  If title is disputed, the Company will have to defend its ownership through the courts, which would likely be an expensive and protracted process and have a negative effect on the Company’s operations and financial condition. In the event of an adverse judgment, the Company would lose its property rights.

 

Risks Relating to the Financing of the Company

 

The Company’s auditors have Expressed a “Going Concern” Opinion.

The Company’s auditor has included a “going concern” opinion in its auditors’ report to the Company's consolidated financial statements for the fiscal year ended December 31, 2018. The qualification was included as a result of the Company's need to obtain additional financing. If the Company is unable to meet its obligations, it will not be able to fulfill its business plan and be forced to reduce certain operations or cease operations altogether.


10



The Company will require additional financing which could result in substantial dilution to existing shareholders

The Company, while engaged in the business of mineral exploration, is dependent on additional financing for planned exploration programs as outlined herein.  Management anticipates being able to raise the necessary funds by means of equity financing.  The ongoing exploration of the Company’s properties is dependent upon the Company’s ability to obtain financing through the joint venturing of projects, debt financing, equity financing or other means. Such sources of financing may not be available on acceptable terms, if at all.  Failure to obtain such financing may result in delay or indefinite postponement of exploration work on the Company’s exploration properties, as well as the possible loss of its interest in such properties. Any transaction involving the issuance of previously authorized but unissued shares of common stock, or securities convertible into common stock, could result in dilution, possibly substantial, to present and prospective holders of common stock. These financings may be on terms less favorable to the Company than those obtained previously.

 

The Company has a history of net losses and no operational cash flow to sustain operations and does not expect to begin receiving operating revenue in the foreseeable future

None of the Company’s properties have advanced to the commercial production stage and the Company has no history of earnings or cash flow from operations.  The Company has paid no dividends on its shares since incorporation and does not anticipate doing so in the foreseeable future.  Historically, the only source of funds available to the Company has been through the sale of its common shares. Any future additional equity financing would cause dilution to current stockholders. If the Company does not have sufficient capital for its operations, management would be forced to reduce or discontinue its activities which would likely have a negative effect on the stock price.

 

Risks Relating to an Investment in the Securities of the Company

 

The market for the Company’s common stock has been subject to volume and price volatility which could negatively effect a shareholder’s ability to buy or sell the Company’s shares

The market for the common shares of the Company may be highly volatile for reasons both related to the performance of the Company or events pertaining to the industry (e.g. mineral price fluctuation/high production costs/accidents) as well as factors unrelated to the Company or its industry. Market demand for products incorporating resource commodities fluctuate from one business cycle to the next.  The Company’s common shares can be expected to be subject to volatility in both price and volume arising from market expectations, announcements and press releases regarding the Company’s business, and changes in estimates and evaluations by securities analysts or other events or factors.  In recent years, the securities markets in the United States and Canada have experienced a high level of price and volume volatility, and the market price of securities of many companies, particularly small-capitalization companies such as the Company, have experienced wide fluctuations that have not necessarily been related to the operations, performances, underlying asset values, or prospects of such companies.  For these reasons, the price of the Company’s common shares can also be expected to be subject to volatility resulting from purely market forces over which the Company will have no control.  Further, despite the existence of a market for trading the Company’s common shares in Canada, stockholders of the Company may be unable to sell significant quantities of common shares in the public trading markets without a significant reduction in the price of the stock.

 

The Company has a dependence upon key management employees, the loss or absence of which could have a negative effect on the Company’s operations

The Company strongly depends on the business and technical expertise of its management and key personnel, including Chief Executive Officer and President Paul Kuhn and Chief Financial Officer Winnie Wong.  There is little possibility that this dependence will decrease in the near term.  As the Company’s operations expand, additional general management resources will be required. The Company may not be able to attract and retain additional qualified personnel and this would have a negative effect on the Company’s operations.


11



Certain officers and directors may have conflicts of interest

Certain of the directors and officers of the Company are also directors and/or officers and/or shareholders of other natural resource companies.  While the Company is engaged in the business of acquiring and exploring mineral properties, such associations may give rise to conflicts of interest from time to time.  The Directors of the Company are required by law to act honestly and in good faith with a view to the best interests of the Company and to disclose any interest that they may have in any project or opportunity of the Company.  If a conflict of interest arises at a meeting of the board of directors, any director in a conflict must disclose his interest and abstain from voting on such matter.  In determining whether or not the Company will participate in any project or opportunity, the directors will primarily consider the degree of risk to which the Company may be exposed and its financial position at the time.

 

The Company could be deemed a passive foreign investment company which could have negative consequences for U.S. investors

The Company could be classified as a Passive Foreign Investment Company (“PFIC”) under the United States tax code. If the Company is declared a PFIC, then owners of the Company’s Common Stock who are U.S. taxpayers generally will be required to treat any so-called "excess distribution" received on its common shares, or any gain realized upon a disposition of common shares, as ordinary income and to pay an interest charge on a portion of such distribution or gain, unless the taxpayer makes a qualified electing fund ("QEF") election or a mark-to-market election with respect to the Company’s shares. A U.S. taxpayer 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 classified as a PFIC, whether or not the Company distributes any amounts to its shareholders.

 

U.S. investors may not be able to enforce their civil liabilities against the Company or its directors, controlling persons and officers

It may be difficult to bring and enforce suits against the Company. The Company is a corporation incorporated in Canada under the laws of British Columbia. Three of the Company’s directors and officers are residents outside of the United States and all of the Company’s assets and its subsidiaries are located outside of the United States.  Consequently, it may be difficult for United States investors to effect service of process in the United States upon those directors or officers who are not residents of the United States, or to realize in the United States upon judgments of United States courts predicated upon civil liabilities under United States securities laws.  There is substantial doubt whether an original action could be brought successfully in Canada against any of such persons or the Company predicated solely upon such civil liabilities under the U.S. Securities Act.

 

Broker-Dealers may be discouraged from effecting transactions in our common shares because they are considered "Penny Stocks" and are subject to the Penny Stock Rules

Rules 15g-1 through 15g-9 promulgated under the Securities Exchange Act of 1934, as amended, impose sales practice and disclosure requirements on FINRA broker-dealers who make a market in "a penny stock".  A penny stock generally includes any equity security that has a market price of less than US$5.00 per share that is not registered on certain national securities exchanges or quoted on the NASDAQ system. The additional sales practice and disclosure requirements imposed upon broker-dealers may discourage broker-dealers from effecting transactions in our shares, which could severely limit the market liquidity of the shares and impede the sale of our shares in the secondary market.

 

Under the penny stock regulations, a broker-dealer selling penny stock to anyone other than an established customer or "accredited investor" (generally, an individual with net worth in excess of US$1,000,000 or an annual income exceeding US$200,000 in each of the last two years, or US$300,000 together with his or her spouse) must make a special suitability determination for the purchaser and must receive the purchaser's written consent to the transaction prior to sale, unless the broker-dealer or the transaction is otherwise exempt.


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In addition, the penny stock regulations require the broker-dealer to deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the US Securities and Exchange Commission relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt.  A broker-dealer is also required to disclose commissions payable to the broker-dealer and the registered representative and current quotations for the securities.  Finally, a broker-dealer is required to send monthly statements disclosing recent price information with respect to the penny stock held in a customer's account and information with respect to the limited market in penny stocks.

 

As a “Foreign Private Issuer”, the Company is exempt from the Section 14 Proxy Rules and Section 16 of the 1934 Securities Act

The submission of proxy and annual meeting of shareholder information (prepared to Canadian standards) on Form 6-K may result is shareholders having less complete and timely data.  The exemption from Section 16 rules regarding sales of common shares by insiders may result in shareholders having less data.

 

Item 4.  Information on the Company

 

DESCRIPTION OF BUSINESS

 

Introduction

 

Avrupa’s executive office is located at:

325 Howe Street, Suite 410, Vancouver, British Columbia, Canada V6C 1Z7

Telephone: (604) 687-3520

Facsimile: 1-888-889-4874

E-Mail: info@avrupaminerals.com

Website: www.avrupaminerals.com

 

The contact person in Vancouver is Winnie Wong, CFO.

 

The Company's common shares trade on the TSX Venture Exchange under the symbol "AVU".

 

The authorized share capital of the Company consists of an unlimited number common shares. As of April 19, 2019, there were 110,433,797 common shares outstanding.

 

The Company is a growth-oriented junior exploration and development company focused on aggressive exploration, using a prospect generator model, for valuable mineral deposits in politically stable and prospective regions of Europe, including Portugal, Kosovo, and Germany.  The Company currently has an interest in 7 exploration licenses in the three countries, including 4 in Portugal, 2 in Kosovo, and 1 in Germany.

 

The Company is currently conducting exploration on 2 properties in Portugal and is working to upgrade precious and base metal targets on its other licenses to joint-venture ready status in order to attract potential partners to project-specific and/or regional exploration programs.

 

 

Corporate Background

 

The Company was incorporated on January 23, 2008 under the Business Corporations Act of British Columbia under the name Everclear Capital Ltd. On July 7, 2010, the Company changed its name to Avrupa Minerals Ltd.


13



 

 

As of April 19, 2019, the Company has the following subsidiaries:

 

 

% of ownership

Jurisdiction

Nature of operations

MAEPA Empreendimentos Mineiros e Participacoes Lda

100%

Portugal

Exploration

Innomatik Exploration Kosovo LLC

100%

Kosovo

Exploration

Peshter Mining J S C

10.15%

Kosovo

Exploration

Avrupa Holdings Ltd. (1)

100%

Barbados

Holding

Avrupa Portugal Holdings Ltd. (1)

100%

Barbados

Holding

Avrupa Kosovo Holdings Ltd. (1)

100%

Barbados

Holding

 

(1) These companies are in the process of being wound up.  

 

Currently, the Company conducts mineral exploration in Portugal, Kosovo and Germany.

 

History and Development of the Business

 

Avrupa was incorporated on January 23, 2008 under the Business Corporations Act of British Columbia. The Company became a “Capital Pool Company” as defined in the Exchange’s Listing Policy 2.4 and its common shares began trading on the TSX Venture Exchange (the "Exchange") on September 2, 2008.

 

As a Capital Pool Company, the principal business of the Company was to identify and evaluate opportunities for the acquisition of an interest in an asset or business and, once identified and evaluated, to negotiate an acquisition or participation subject to receipt of shareholder approval and acceptance for filing by the Exchange.  Until the completion of such a Qualifying Transaction (“QT”), as defined under Exchange Listing Policy 2.4, the Company did not carry on any business other than the identification and evaluation of assets or businesses in this connection.

 

The Company completed its QT on July 13, 2010 to acquire 90% of the issued and outstanding shares in MAEPA Empreendimentos Mineiros e Participacoes Lda., a private Portugese company (“MAEPA”) and (b) 92.5% of the issued and outstanding shares of Innomatik Exploration Kosovo LLC, a private Kosovo company (“Innomatik”).  The Company received the final approval from the Exchange for its QT and its common shares resumed trading under its current name and trading symbol “AVU” on the Exchange as of July 14, 2010. In April 2012, the Company acquired the remaining 10% of MAEPA to own 100% by paying $150,000 cash and issuing 500,000 common shares. In August 2013, the Company acquired the remaining 7.5% of Innomatik to own 100% by issuing 450,000 common shares and paying €100,000.

 

The Company, through its holding in MAEPA, holds four exploration licenses in Portugal within the Portuguese portion of the Iberian Pyrite Belt in the southern portion in the country. The licenses have been issued to MAEPA by the government of Portugal, and are as follows:

Alvalade  

Marateca  

Alvito  

Mertola  

 

Licenses have varying work commitments, as approved by the government of Portugal, and all licenses carry a 3% net smelter royalty (“NSR”), payable to the government of Portugal.

 

In Kosovo, the Company, through its 100% holding in Innomatik, holds the Metovit exploration license. The original Kamenica license was dropped but replaced by the fully-overlapping new Metovit license. It also has a 10.29% ownership interest in Peshter Mining JSC., which has a 100% interest in the Slivovo property, subject to a NSR payable to the government of Kosovo.


14



In Germany, the Company currently has an 85% interest in the Oelsnitz Exploration License, a gold and tin exploration project located in the Free State of Saxony in Eastern Germany. Under the terms of the original Memorandum of Understanding with Beak Consultants GmbH ("Beak"), once the Company has earned an 85% interest in the property, the Company and Beak will form a joint-venture to further explore the property. The Company earned its 85% interest through meeting its minimum exploration expenditure requirement of €140,000 during 2012 and is currently working with Beak to establish the joint-venture entity.

 

Business Overview

 

The Company currently has interests in mineral exploration projects located in Portugal, Germany and Kosovo. The Company and all of its properties are at the exploration stage. There is no assurance that a commercially viable resource deposit is present on any of the Company’s properties, and additional exploration is required before it is determined if any property is economically and legally viable.

 

Operations in certain areas are seasonal as the Company cannot conduct certain exploration activities on its properties year-round. The Company is not currently dependent upon market prices for its operations, nor is it dependent upon any patents, licenses or manufacturing processes. The Company’s operations are dependent upon exploration rights and claims as well as the terms of option and/or joint venture agreements on those properties. Please see the individual property descriptions below for the details of each of the Company’s current exploration projects.

 

Mineral Properties

 

The Company currently has interests in 7 mineral exploration properties, including 4 properties in Portugal, 2 properties in Kosovo, and 1 property in Germany. All of the Company's properties are currently at the exploration stage.


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PICTURE 1  

 

Portugal

 

The Company through its subsidiary MAEPA, is currently focused in the Portuguese portion of the Iberian Pyrite Belt, a district with over 2,000 years of mining history from at least Roman times.


16



PICTURE 3  

 

The licenses in southern Portugal are all exploration contracts with exploration commitments but not environmental liabilities attached to any of the contracts.  These licenses typically have duration of 2+1+1+1 years. In addition, all the licenses have a 3% NSR attached which may be negotiated downwards in certain instances.  

 

The governing body for Portugal is the Direcao-Geral de Energia e Geologia (“DGEG”).  Typically, from application to issuance of licenses, it takes anywhere from 6-12 months, depending on the government’s ability and efficiency to check the application area for competitive application bids, various liabilities (local or regional,


17



political, and/or technical), and anything that might obstruct exploration progress.  Often the wait for issuance depends on the prior activities and obligations of the responsible government officials, and the desire to make a public showing of the signing ceremony which advertises investment into Portugal.  The Company has experienced a couple of delays due to the change of the political party in power where the Company had to wait for a new minister to be selected, and therefore his/her involvement in the signing ceremony

 

Despite some exploration properties located on sites with historical operations, the Company does not have any potential environmental liabilities associated these properties.

 

Alvito

 

The Alvito IOCG (Iron Oxide Copper Gold) exploration license covers 303.1 square kilometers of prospectable land in the Ossa Morena zone of southern Portugal. The current license agreement with the Government for the Alvito license has been extended for an additional 30 months to September 2019. The Company currently has a 100% interest in the property.

 

There has been a moderate amount of previous work, which has been documented and archived by the Portuguese geological survey ("LNEG").  A partial historical data set from LNEG has been obtained that includes copper and zinc sample results from a total of 66,500 soil samples previously collected within the boundaries of the license area.  Review of the results indicates a NW-trending zone of copper anomalies that stretches across the license for more than 20 kilometers, with a width of 3-4 kilometers, and covers not only the prospects visited, but also other areas not previously recognized as definitively prospective.  

 

In April 2013, the Company announced positive results from first-pass exploration work on the property. 144 rock chip samples were collected, centering around 16 separate prospect areas. A total of 14 of these samples contain greater than 0.4 g/t gold, up to 3.95 g/t gold.  27 of the samples contain greater than 5 g/t silver up to a high value of 160 g/t silver. 42 of the samples contain greater than 0.25% copper, including 26 with greater than 1% copper. Others carry strongly anomalous lead, zinc and molybdenum values, as well. The Company completed additional exploration which has identified eight separate copper and copper-gold targets in the Alcaçovas copper belt and another 14 poly-metallic targets of various types around the license.

 

On June 17, 2015, the Company signed an agreement to option out the Alvito IOCG Project to Lowell Copper Ltd.  On November 16, 2015, the Company announced that Lowell decided to terminate its option on Alvito to focus work on its Warintza project in Ecuador.  

 

Prior to Lowell dropping its option on Alvito, the team advanced the Alcaçovas iron oxide copper-gold target within the license area.  The Company will utilize the results of the work to continue to upgrade Alcaçovas as well as upgrade several other important targets around the license.

 

During the third quarter of 2015, the Company completed further geological mapping, in-fill soil sampling, and sub-surface rock sampling at Alcaçovas, utilizing a portable drill rig to access down to a maximum of approximately 20 meters depth.  The Company drilled 29 short holes, totaling 356 meters, at eight targets located along two sub-parallel trends of strong copper-in-soil anomalism. Each trend is approximately three kilometers long.  Twenty-two of these holes intercepted visible copper mineralization beneath the shallow cover to a depth of <20 meters below the surface. The best results of these holes include 10.5 meters of 0.43% copper in Hole 23 and 5.5 meters of 0.49% copper in Hole 28.  Single sample values reached 0.89% copper and 0.53 g/t gold.  With this limited work, the Company has defined an initial target area along the west zone, 1,000 meters long and 200 meters wide, open at both the north and south ends. Other IOCG target areas occur along the Alcaçovas trend but have not been explored to date.

 

On April 5, 2017, the Company signed an earn-in option agreement on the Alvito project with Australia-based OZ Exploration Pty. Ltd, (“OZE”), a wholly-owned subsidiary of OZ Minerals Ltd. The agreement allows for OZE to earn up to a total 75% interest in the property from the Company by spending AUS$4,000,000 over approximately 2 ½ years under the following terms;


18



Fund AUS$1,000,000 in exploration expenditures in the first year to earn a 51% interest;  

Fund an additional AUS$3,000,000 in exploration expenditures by September 30, 2019 to earn an additional 24% interest (75% interest in total)  

 

The Company will be the operator of the project during the first earn-in stage with active technical support and oversight from OZE’s experienced IOCG team.

 

A new exploration program funded by OZE commenced in June 2017. The program was focused on an area containing a large copper-in-soil anomaly with a strike extent of 24 kilometers, and consisted of ground magnetics, gravity geophysical surveys, geological mapping, rock chip sampling, and drill targeting. Exploration discovered new copper targets within the license area.

 

Exploration targets are summarized in the following table. Most exploration at Alvito has concentrated on the southern half of the license where numerous copper prospects along two sub-parallel, 10-km long, NNW-trending structures highlight the potential for copper-gold mineralization.  However, the latest work also suggests the potential for copper mineralization in the northern portion of the license.

 

Target Name

Target Type

Target Name

Target Type

Entre Matinhas Central

Magnetite breccia

Monte da Agua

Quartz vein/fault

Entre Matinhas North

Magnetite breccia

Monte do Outeiro (North)

Dikes and fault

Manisela South

Fault (gossan)

Monte do Outeiro (South)

Fault and gossan

Cova Das Minas

Quartz vein and fault zone

Albardeiros

Fault and dikes

Manisela North

Fault, quartz vein and gossan

Pego do Coito

Fault and dikes

Entre Matinhas South

Fault

Poço Malhada

Mafic dykes and contacts

Ribeira

Dikes and faults

Machoqueira

Contact

Manisela East

Fault, breccia and gossan

Poço dos Eucaliptos

Contact and fault

Defesa Grande

Contact and faults

Area 1440

Faults?

Mata

Contact and fault intersection; magnetite breccia and quartz vein

Vale da Rata

Contacts?

Entre As Matas (North)

Fault

Entre Matinhas East

visit necessary

Vale Nogueira

Quartz vein and fault

Entre as Matas South

visit necessary

Entre As Matas (South)

Fault

Defesa Grande East

visit necessary

Nogueira

Fault and quartz vein

 

 

 

Recent rock chip sampling and mapping suggest new targets in several areas, particularly around the Mata and Monte de Outeiro targets where geochemical anomalies in gold, copper, bismuth, molybdenum, tungsten, lead and zinc suggest the presence of a previously unsuspected, potentially mineralized, buried felsic intrusion. Gold and copper anomalism associated with magnetite breccias and gossans at the Entre Matinhas, Entre as Matas, and Manisela target areas are also high on the targeting list for the planned drill program. A number of copper-bearing quartz vein occurrences in the Nogueira and Vale Nogueira areas suggest further target possibilities in larger, less-explored parts of the Alvito license.

 

In May 2018, the Company announced that the proposed drill project has been increased to 15 holes and approximately 2,100 meters at seven separate target areas.  Targeting has been based on positive results from ground magnetics and gravity surveys along with coincident copper and gold geochemical anomalism.


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Target Name

Target Characteristics – Magnetite IOCG

Drill holes planned

Planned hole lengths

Entre Matinhas

Magnetite breccia, boundary fault

5

100-150 m

Manisela

Fault (gossan)

1

200 m

Entre As Matas

Fault, fracture zone

2

150-175 m

Mata

Contact and fault intersection; magnetite breccia and quartz vein

1

100 m

Monte do Outeiro

Dikes and fault, gossan

2

150-175 m

Cova Das Minas

Quartz vein and fault zone

3

100-150 m

Ribeira

Dikes and faults

1

150 m

 

On the following map, the drill target areas are marked in red.


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PICTURE 1  

 

The Company completed a total of 18 holes, totaling 2,437.5 meters, in eight separate prospect areas within the Alvito license. IOCG-style mineralization is present in drill holes in at least two of the prospect areas, Entre Matinhas and Entre as Matas. Possible IOCG-style sulfide mineralization is present in drill holes at the Outeiro and Manisela prospects. Epithermal-style sulfide mineralization is present at the Mata and Cova das Minas prospects.

 

The Company sampled several holes in their entirety, but most sampling covered only areas of continuous, visible mineralization and alteration in the drill holes. Several holes were not sampled in this phase of the program. The best overall consistent results came from the Entre Matinhas target area where copper values in six of eight holes came in at 0.1% and greater over intervals of 1.5 meters to 86 meters. Highest grade intervals included:


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86.3 meters @ 0.16% copper, including 9.8 meters @ 0.41% copper, in EMS001  

21.4 meters @ 0.1% copper in EMS002  

2.55 meters @ 0.91% copper in EMS003  

44.65 meters @ 0.21% copper, including 7.1 meters @ 1.0% in EMS005  

5.25 meters @ 0.31% copper in EMS006  

4.45 meters @ 0.46% copper in EMS008  

 

Anomalous intervals in other target areas include:

4.7 meters @ 0.13% copper in EAM001  

7.8 meters @ 0.11% copper in EAM002  

10 meters @ 0.11% copper in OUT001  

 

The following table contains the significant copper results from the 2018 drill program.

 

Hole ID

Area

Intercept (m)

From (m)

To (m)

Cu (%)

EMS001

Entre Matinhas

 

86.3

14.15

100.45

0.16

 

 

incl

9.8

30.65

40.45

0.41

 

 

incl

32.55

57.75

90.3

0.24

EMS002

Entre Matinhas

 

4.9

11.45

16.35

0.11

 

 

and

10.4

37.1

47.5

0.1

 

 

and

36.8

102.1

138.9

0.08

 

 

incl

21.4

117.5

138.9

0.1

 

 

incl

7.1

117.5

124.6

0.11

 

 

incl

8.1

130.8

138.9

0.15

EMS003

Entre Matinhas

 

32.85

10.85

43.7

0.1

 

 

incl

2.55

17.55

20.1

0.91

Hole ID

Area

Intercept (m)

From (m)

To (m)

Cu (%)

EMS004

Entre Matinhas

limited sampling

 

 

 

 

EMS005

Entre Matinhas

 

44.65

38.4

83.05

0.21

 

 

incl

7.1

39.05

46.15

1.0

 

 

incl

9.95

63.35

73.3

0.14

EMS006

Entre Matinhas

 

72.75

17.85

90.6

0.06

 

 

incl

1.5

17.85

19.35

0.18

 

 

incl

4.65

33.65

38.3

0.1

 

 

incl

5.25

48.15

53.4

0.31

EMS007

Entre Matinhas

not sampled

 

 

 

 

EMS008

Entre Matinhas

 

63.55

40.65

104.2

0.07

 

 

incl

8.95

95.25

104.2

0.25

 

 

incl

4.45

98.25

102.7

0.46

EAM001

Entre as Matas

 

13.45

41.85

55.3

0.07

 

 

incl

4.7

41.85

46.55

0.13

EAM002

Entre as Matas

 

24

32

56

0.05

 

 

incl

7.8

33.2

41

0.11

OUT001

Outeiro

limited sampling

10

109

119

0.11

OUT002

Outeiro

limited sampling

 

 

 

 

MAN001

Manisela

limited sampling

7.9

59.55

67.45

0.05

CDM001

Cova das Minas

not sampled

 

 

 

 

CDM002

Cova das Minas

not sampled

 

 

 

 

MAT001

Mata

limited sampling

 

 

 

 

MNR001

Monte Novo de Ribeiro

not sampled

 

 

 

 

NOG001

Nogueira

not sampled

 

 

 

 


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Mineralization style and alteration patterns at Entre Matinhas fit into the general characteristics and parameters for IOCG deposits. This first-pass drilling program covered only a limited area at shallow depths over 300 square kilometers, yet results clearly demonstrate real, close-to-surface potential for IOCG mineralization in a well-defined, easily prospectable target area. Further IOCG-style mineralization and alteration are present in the Manisela target area, located north of Entre Matinhas, and at Entre as Matas, located northeast of Entre Matinhas. First-pass geological mapping and ground geophysics suggest that the area to the west of Entre Matinhas and Manisela may also host IOCG possibilities in the Vale da Rata, Nogueira, Vale Nogueira, and 1440 target areas. The total area of the resulting, preferred IOCG target interest is approximately 20 square kilometers as detailed in the following map:

 

PICTURE 1 .

 

In October 2018, OZE declined to earn its potential interest in the project, and Avrupa retains a 100% interest. The Company is now free to advance the project with further drilling in 2019 or establish a new option agreement with another partner.

 

Alvalade Project

 

The Alvalade joint-venture project is located in southern Portugal in the Portuguese Pyrite Belt. The project consists of one exploration license and covers approximately 902 square kilometers. The Company currently has a 100% interest in the project as it recovered the interest held by a former JV partner during 2017.


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Location and Access

 

The project is located on the Northwest extension of the Portuguese Pyrite Belt in the southwest portion of the country. The Alvalade Joint Venture is easily accessed by both paved and unpaved roads.  Regional two to four lane paved roads cross the license block east to west and north to south.  Secondary and Tertiary roads form a network that allows access to much of the JV area.  A railroad line, which is used to transport copper and zinc concentrates from the Neves Corvo Mine to the port of Setubal passes through the Alvalade license.  Several large towns, including Grandola, Ferreira do Alentejo, Castro Verde, and Aljustrel lie within or just outside of the borders of the license block.  Electric power lines are ubiquitous, and a number of year-round rivers cross the license area, the main one being the Sado River.

 

As the Alvalade JV license block is considered to be a pure exploration play, there are no development types of facilities or plants at this time. The Company uses two warehouses for core storage and detailed review of the core, as well as for a small field office.

 

Regional and Property Geology

 

Rocks in the area include Devonian sediments, volcanic sediments, felsic sub-volcanic domes, and mafic diabase-like rocks form the package of target rocks in the area that potentially host copper- and zinc-bearing massive sulfide deposits. These are often covered by younger Carboniferous clastic sediments and turbidites. About 75% of the license block is covered by Tertiary sediments and/or Quarternary gravels.  The Devonian target rocks, form a unit that is traceable from south of Lisbon, Portugal to near Seville, Spain, which is the Iberian Pyrite Belt (IPB).  The IPB is host to many massive sulfide and stockwork sulfide deposits, which have a history of mining that dates back to Roman times.

 

The Alvalade JV encompasses the Portuguese part of the IPB that lies just north of the regional Messajana Fault.  The giant Aljustrel massive sulfide body lies just to the south of the fault.  Two formerly producing mines, Lousal and Caveira, lie within the property boundaries.  Previous explorers have drilled upwards of 300 holes within the JV area.  However, many of the holes did not penetrate more than a few 10’s of meters into bedrock.  The Company’s compilation and review of the geology and structure of the Alvalade JV licenses indicates the strong possibility of new interpretations for the stratigraphy and the structural framework of the region, allowing for potential discoveries in previously drilled parts of the property block.

 

Acquisition Details

 

The Company originally acquired its interest in the property through its acquisition of 90% of MAEPA in July 2010 and increased its interest to 100% (subject to a 3% NSR to the government of Portugal) upon the acquisition of the remaining 10% of MAEPA in April 2012.

 

The Alvalade JV formerly covered 3 licenses (Ferreira do Alentejo, Lousal Alvalade and Canal Caveira). In October 2013, the government of Portugal approved the amalgamation of the three exploration licenses into a single exploration license. The license has a 3% NSR attached which may be negotiated downwards in certain instances.  

 

In December 2017, the Company signed an exclusivity agreement with a subsidiary of an international mining company, allowing it a right to negotiate the acquisition of an interest in the Alavade property, the Marateca property and the Mertola property for non-refundable payments of €25,000 in respect of each property for a total of €75,000. Such amount was received in December 2017 and was used to offset the expenditures incurred in fiscal 2018.

 

Former Joint-Venture Agreements

 

On June 6, 2011, the Company announced that it signed a Memorandum of Understanding (“MOU”) with Antofagasta Minerals S.A. (“Antofagasta”) to undertake exploration for copper-zinc massive sulfide deposits on the Alvalade project.


24



The agreement covered the three original Avrupa licenses:  Alvalade, Canal Caveira, and Ferriera do Alentejo. The formerly operating Lousal and Caveira copper mines are located within the project area.  Antofagasta completed a US$300,000 Initial Study of the project, which included acquisition of much of the remaining historic data, re-logging of selected drill holes, systematic sampling, and integrated geological and geophysical interpretation of the targeted areas

 

Under the original agreement, Antofagasta had the option to acquire an undivided 51% interest in the project, which can be exercised by Antofagasta funding or incurring expenditures of an additional US$4 million over three years. After exercise of the first option, Antofagasta would be granted a further option to acquire an additional 24% interest in the project for an aggregate 75% undivided interest, by completing and delivering a Feasibility Study on the project to the Company within five years. The Company was the operator of the joint-venture through the first option period. In February 2014, Antofagasta completed the expenditure of the required US$4 million and earned a 51% interest in the joint-venture.

 

On February 25, 2014, the Company and Antofagasta signed an amended Joint Venture Agreement. On January 27, 2015, the Company and Antofagasta signed a second amended Joint Venture Agreement which allowed for more interim funding by Antofagasta, an expanded time frame in which to get a feasibility study decision, and a means for Avrupa to be carried to production, if there is a production decision to be made on the project. Antofagasta subsequently earned an additional 9% in the project (60% total) by funding an additional US$2,000,000 on exploration for a total of US$6,300,000.

 

On August 31, 2015, the Company signed an agreement with Colt Resources Inc. (“Colt”) and Antofagasta, whereby Colt will purchase Antofagasta’s 60% interest in the property for a total of US$7.1 million in incremental payments and a 1% NSR to Antofagasta. With the purchase, Colt became the optionee partner with the Company operating the project. Under the revised joint-venture agreement, Colt could earn up to 80% of the Joint-venture through a combination of exploration expenditures, completion of a feasibility study, and generation of a mine development decision by the end of the year 2023.

 

Colt subsequently defaulted on its joint-venture obligations. In order to regain a 100% interest in the property, Avrupa entered into an agreement with Colt and Antofagasta. Under the agreement, the Company agreed to forgive approximately €160,000 in debts, assume a deposit on the project of €75,000, and make the following payments to the initial partner on the project in return for increasing its interest in the project from 40% back to 100%:

 

Cash payment of US$250,000 on the filing of an initial NI 43-101 compliant resource estimate meeting certain minimum criteria;  

Staged cash payments totaling US$1,000,000 on the completion of a NI 43-101 compliant feasibility study meeting certain minimum criteria; and  

Staged cash payments totaling US$3,000,000 on the commencement of commercial production from the project.  

 

Exploration History

 

At the start of the Initial Study, first-pass review of re-processed regional gravity and magnetics covering the Alvalade license led to the identification of up to ten target areas on the potential Alvalade JV property.  The Company has upgraded three of these areas – Aldeia dos Elvas, Monte da Bela Vista, and Azinheira dos Barros – and has defined drill targets in all three areas for the Alvalade Joint Venture.  Four more of the target districts need further detailed examination, while the other four areas have been temporarily downgraded, though will be re-visited at a later date.  Further first-pass review of recently completed re-processing of regional geophysics, covering the entire three-license block (Canal Caveira, Ferreira do Alentejo, and Alvalade licenses), is continuing.  

 

On October 19, 2011, the Company announced that work completed to date included re-logging of an additional 31 historic drill holes, collection of approximately 250 more samples from the drill core, re-processing of regional gravity and magnetics data, first-pass selection of specific target areas, including the Azinheira dos Barros and


25



Aldeia dos Elvas locations, detailed re-processing of gravity data for the Aldeia area, and 1:10,000-scale geologic mapping and rock chip sampling at Aldeia and Azinheira.  Integration of geophysical data, geochemical data, and the results of recent surface work in these two districts suggests the potential for multiple drilling targets in both places.

 

On February 2, 2012, the Company announced the commencement of exploration work in the Portuguese Pyrite Belt under the Alvalade Joint Venture. The budget for work in 2012 was increased to US$2.5 million and approved by Antofagasta. Company geologists re-logged and selectively sampled over 50,000 meters of historic drill core from 194 drill holes completed in the JV area by other companies prior to the Company's acquisition of the property. A Phase 1 exploratory core drilling program was completed by the Company in three separate target areas. The initial program consisted of 8 holes totaling 3,269.8 meters and was designed to test targets located within two windows of exposed Paleozoic volcano-sedimentary rocks that host massive sulfide deposits elsewhere in the Iberian Pyrite Belt. 7 of the 8 holes drilled encountered alteration characteristic of massive sulphide systems in the Iberian Pyrite Belt. These same 7 holes crossed numerous zones of pyritic material, and 1 of the holes, MBV01, contained significant intervals of low-grade copper that may have been transported from a nearby potentially larger zone of copper mineralization.

 

Results of the re-logging and sampling, combined with the Phase 1 drill results, were used to plan Phase 2 drilling, which commenced in October 2012. The program consisted of 8 drill holes totaling 3,491 meters. 7 of the holes tested new targets along four separate trends of potentially mineralized host rocks. The 8th hole was drilled in the Monte a Bela Vista target area as a follow-up to hole MBV01 drilled in Phase 1, approximately two kilometers north of the past-producing Lousal Mine. The best results were obtained from the follow-up hole, MBV02, which was drilled to 653.1 meters and intercepted long intervals of probable feeder zone-style mineralized stockwork quartz veining, which may be indicative of the presence of a nearby massive sulfide system. Copper results from MBV02 included 45.90 meters (from 7.30 to 53.20 m) grading 0.24% Cu, including 8.05 meters (from 11.80 to 19.85 m) grading 0.39% Cu and 15.80 meters (from 23.70 to 39.50 m) grading 0.44% Cu; and 24.15 meters (from 146.30 to 170.45 m) grading 0.24% Cu, including 1.50 meters (from 154.15 to 155.65 m) grading 1.64% Cu and 7.50 meters (from 159.60 to 167.10 m) grading 0.44% copper. Gold results included 23.70 meters (from 154.15 to 177.85 m) assaying 1.35 g/t Au, including 1.50 meters (154.15 to 155.65 m) of 5.11 g/t gold and 7.45 meters (161.75 to 169.20 m) of 2.16 g/t gold; and 97.50 meters (279.50 to 377.00 m) of 0.40 g/t Au, including 7.00 meters (293.00 to 300.00) of 1.08 g/t Au and 9.50 meters (310.80 to 320.30 m) of 2.30 g/t Au. The hole also included numerous intervals of greater than 0.1% lead and/or zinc.

 

In March 2013, the Company commenced the Phase 3 drill program. The program was planned for up to 10 drill holes totaling approximately 4,500 to 5,000 meters. Drilling was planned for several areas along the Neves Corvo and Aljustrel target trends, as the Company developed a total of 23 targets of new, high quality targets. The first part of the program targeted the Monte da Bela Vista area where Phase 1 and Phase 2 drill holes MBV01 and MBV02 intersected copper and gold vein mineralization, and around the formerly producing mines at Canal Caveira and Lousal. Drill results continue to show positive potential at Monte da Bela Vista. Drill hole MBV03 intersected several zones of stockwork quartz-sulfide mineralization, including a 65-meter wide zone at a depth of 426 to 491 meters.

 

Phase 4 drilling commenced in January 2014. One hole was planned for the Monte da Bela Vista West target, located approximately 400 meters to the west of the Monte da Bela Vista mineralization drilled in Phase 3. An additional 6 holes were planned around two new, previously undrilled target areas. These holes will be collared in young cover sediments which may be as thick as 200 meters which completely obscure visual sighting of the target rocks. The holes will be drilled through the sediments and then 30-40 meters into the target basement rocks with the intention of using the information collected from the short drilling in the basement rocks to target vectoring towards true deep massive sulfide targets. The final 3 holes of Phase 4 will be follow-up deep tests from locations indicated from the blind vectoring drilling.

 

Massive sulfide mineralization was discovered in the second drill hole at the Sesmarias South target area, approximately 7 kilometers south of the past producing Lousal Mine. The area is covered by approximately 100 meters of cover sediment, which completely obscures the target rocks. The mineralized intercept in SES002 totals


26



16.85 meters.  The intercept includes a zone of massive sulfide mineralization, then underlain by a zone of semi-massive sulfides and strong stockwork sulfide veining.  There follows a narrow shear zone, which is, in turn, underlain by a further zone of strong alteration with anomalous disseminated and stockwork sulfide mineralization.  The analytical results for the Massive and Semi-massive zones are included in the table below:

 

SULFIDE TYPE

FROM

TO

TOTAL

Cu %

Pb %

Zn %

Sn %

Co %

Massive

151.65

159.60

7.95

2.21

3.05

4.82

0.15

0.084

Semi-massive/stockwork

159.60

162.50

2.90

0.71

1.27

3.17

0.092

0.051

TOTAL

 

 

10.85

1.81

2.57

4.38

0.13

0.075

 

Six additional holes were drilled in this initial Sesmarias program in the immediate vicinity of the initial Sesmarias massive sulfide intersection (SES002). A total of 1,961 meters were drilled in the general target area. Highlights from the 6 additional holes include:

 

SES008, a 650-meter step-out NW from discovery SES002, intersects 5.5 meters of massive sulfide mineralization with positive gold and silver results, and including 5.0 meters @ 0.64% Copper, 0.94% Lead, and 1.54% Zinc.  

 

SES006, a 50-meter step-out NW from SES002, intersects 1.5 meters of VMS mineralization @ 1.66% Copper, 2.3% Lead, and 3.66% Zinc.  

 

A further five holes were then drilled to follow-up on the prior eight-hole program. The highlight of this follow-up program is a thick massive sulfide intercept in drill hole SES010, which started at a depth of 228.40 meters, and continued for 57.85 meters to 286.25 meters depth. Average grades for the entire massive sulfide intercept are: 0.32% copper, 0.61% lead, 1.95% zinc, 0.45 g/t gold, and 25.1 g/t silver. True thickness of the intercept is estimated to be approximately 35 to 40 meters. The joint-venture partners completed 13 holes, over a total strike length of 1,700 meters, at Sesmarias, for a total of 3,807 meters in the general target area. The Sesmarias target zone is heavily faulted, and the rocks are strongly contorted and displaced, which makes exploration extremely difficult. Despite these difficulties, the results from the drill programs continue to clearly indicate the potential for a large-scale mineralized system.

 

Drilling at the Alvalade project resumed on October 28, 2015 with funding by the new joint-venture partner Colt.  In the new phase of drilling, the partners planned to drill 5,000 to 6,000 meters, mostly in the immediate area of the Sesmarias copper-zinc discovery.

 

On February 3, 2016, the Company announced results from the drilling. Analytical results from four diamond drill holes completed in late 2015 in the area of previously-drilled SES010 (58 meters @ 0.32% Cu, 0.61% Pb, 1.95% Zn, 0.45 g/t Au, 25 g/t Ag) confirm and extend the massive sulfide lens to a present length of 300 meters with a 35-40 meter thickness.  The lens is open to the northwest and down dip to the northeast.  Following are the results from the recent drilling.

 

Drill hole ID

From (m)

To

(m)

Intercept (m)

Cu (%)

Pb (%)

Zn (%)

Au (g/t)

Ag (g/t)

SES019

263.50

315.20

51.70

0.44

0.75

2.71

0.40

17.35

including

264.15

299.05

34.90

0.40

0.99

3.46

0.38

20.67

and including

280.45

290.95

10.50

0.36

1.71

5.18

0.37

21.71

SES020

277.85

287.55

9.70

0.25

0.57

0.99

0.47

24.70

297.70

319.95

22.25

0.55

0.59

0.66

0.53

20.54

325.00

334.10

9.10

0.32

0.14

0.52

0.68

11.31

337.85

356.65

18.80

0.33

0.14

0.64

0.26

6.40

SES021

262.85

277.65

14.80

0.36

0.29

0.40

0.43

9.82

SES022

323.90

376.00

52.10

0.43

0.49

0.98

0.62

17.31


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Results from recently-completed downhole geophysics, utilizing the “mise-a-la-masse” (MALM) method, combined with historic ground magnetics data, suggest that the sulfide lens may continue another 300 meters or more to the northwest from SES022.  Future drilling will test this target area.

 

The drill core was transported by Company personnel from the drill sites to a nearby secure storage facility for logging and sampling. The sample intervals were one meter, unless visual inspection of the core indicated that a slightly different interval was necessary to preserve continuity of mineralization and rock type for analysis. One half of the core was collected and sent to the geochemical laboratory, while the remaining half of the core was retained in the core boxes for future reference. All samples were sent by courier or transported by Company personnel to the ALS Minerals sample preparation facility in Seville, Spain. ALS shipped the prepped material to their main European analytical laboratory located in Loughrea, Ireland. The samples were analyzed by ICP methods for copper, lead, zinc, and silver, and by fire assay with an AAS finish for gold. In addition to ALS Minerals quality assurance/quality control (QA/QC) of all work orders, the Joint Venture conducted its own standard, internal QA/QC from results generated by the systematic inclusion of certified reference materials, blank samples, and field duplicate samples. The analytical results from the quality control samples in the Sesmarias work orders have been evaluated, and conform to industry best-practice standards.

 

Current and Anticipated Exploration

 

Recent geochemical sampling, using ultra-trace level detection methods to analyze for base metals and a suite of pathfinder elements, in the area of the original SES002 discovery hole, has demonstrated even further northwest extension potential for the SES010 massive sulphide lens. Technical understanding of the sub-surface geology also suggests a possible extension of the lens to the southeast of up to 100 meters. There is also potential for further extension of the SES002 discovery lens, which now appears to be a separate lens from the SES010 lens. It is common to have multiple massive sulphide lenses in Pyrite Belt deposits.

 

In addition to further downdip and strike length massive sulphide targets found along the 1.8-kilometer trend of Sesmarias mineralization, there are at least four other separate, drill-ready targets in the immediate Sesmarias area, a significant target in the Pombal area located about 10 km southeast of Sesmarias, and several targets at the Monte da Bela Vista stockwork discovery located about 10 km north of Sesmarias, all on the Neves Corvo mineral trend. In the upcoming drilling program, the Company intends to drill in the areas of the SES002 and SES010 sulphide lenses and in the four other target areas noted in the following figure.


28



PICTURE 1  

Furthermore, with completion of recent internal studies of the Sesmarias-Lousal-Monte da Bela Vista area, the Company anticipates the potential and possibility of creating a new mineral district that combines the positive results from the Sesmarias area, located seven kilometers south of the old Lousal Mine, to the Monte da Bela Vista stockwork mineralization, located two kilometers north of Lousal, with the Lousal Mine, itself. Review of historic Lousal Mine resource and production reports suggests that copper/zinc-bearing massive sulphide mineralization remains in the immediate area of the historic mine workings. The Company will work towards establishing a continuum and enlargement of the massive sulphide mineralization between all three target areas.

 

To date, 54 holes have been drilled around the license by the Company for a total of 21,121 meters. More than 10 of the holes intercepted massive sulphides with various grades of copper, zinc, and lead. At least 75% of the holes contained base metal mineralization in veins and veinlets, often in stockworks, and often containing detectable gold and silver.

 

Recent, ongoing geological review of Sesmarias area core, along with subsequent interpretation and three-dimensional (3D) modeling of the data, suggests a simplified deposition history of mineralization and surrounding rock units. Using the newly developed information, the Company’s geologists see continued potential in the SES002 (“2”) Lens and in the SES010 (“10”) Lens. The new work indicates the possibility that a third lens may be located between widely-spaced drill holes SES008 and SES009 (the “8” Lens).

 

The 2 Lens is characterized by higher grade mineralization, including 10.85 meters @ 1.81% Cu; 75.27 ppm Ag; 2.57% Pb; 4.38% Zn; 0.13% Sn, although at this point, the extents of the mineralized envelope are undefined. The new 3D modeling suggests that the Lens is oriented in a non-parallel direction to the 10 Lens, which may explain why previous follow-up drilling did not significantly extend the discovery area. The Company also sent massive sulfide mineralization for analysis from previously-drilled hole SES003, which intersected the 2 Lens, but was never analyzed.


29



The 10 Lens, as defined by previous drilling, currently measures approximately 400 meters long, 30 meters wide, and tested to a depth of nearly 200 meters. It is open to the south, north, and to depth. The new drilling targets its extension to the north and potential for increasing copper and zinc grades.

 

The 8 Lens has been tentatively defined by the area between, and including, two drillholes: SES008 and SES009. Located 500 meters apart, SES008 and SES009 contained narrow zones of sulfide mineralization apparently truncated (from the previous interpretation) by faulting. The SES008 intercept included 5.0 meters @ 0.64% Cu; 36.8 ppm Ag; 0.94% Pb; 1.54% Zn. The SES009 drill hole contained 4.0 meters of pyrite mineralization. The new interpretation suggests that the 8 lens is dipping to the northwest, and that SES008 and SES009 intercepted the outer edge of the mineralized lens.

 

On November 30, 2018, the Company announced startup of drilling at the Alvalade project. The Company would drill approximately 2,500 meters in five to seven diamond drill holes to enlarge and upgrade at least two lenses of copper- and zinc-bearing massive sulfide mineralization discovered by Avrupa during previous exploration work in the target area. Drill plans for this program include enlargement/upgrade targets on all three lenses. The recent 3D modeling has given good support for placement of drill collars that will potentially upgrade the Sesmarias prospect.

 

The Company completed six holes totaling 2,498 meters. The drilling program successfully tested a new exploration model and concepts, with the following important results:

 

Provided a much higher degree of predictability in location of mineralization in the immediate Sesmarias Project area, as the new model was tested successfully in all six drill holes;  

Enlarged the “10” Lens from 300 meters strike length to at least 600 meters long, up to 400 meters wide, and 25 meters thick (SES026 and SES027);  

Discovered the footwall feeder zone stockwork for the “8” Lens (SES028);  

Intercepted the edge of the “2” Lens/Horizon (SES025 and SES030);  

Intercepted a stockwork-stringer sulfide zone above the “10” Lens, providing evidence for a new, fourth lens/horizon, noted for now, as the “26” Horizon (SES026);  

Showed that mineralization is open to the east up to the bounding fault;  

Showed that mineralization is open to the west up to the boundary of the Devonian-age Volcano-Sedimentary (VS) host rocks for mineralization and the overlying Tertiary-age gravels and semi-consolidated sediments.  

 

In March 2019, the Company reported on drilling results at the Alvalade project. Highlights from the program include the following results:

 

SES026 intercepted 28.95 meters of 0.48% copper, 0.77 g/t gold, 15.7 ppm silver, 0.52% lead and 1.31% zinc.  

SES026 extended the “10” Lens by 300 meters to the north from previous drilling.  

The “10” Lens is now at 600 meters x 300 meters x 25 meters.  

Mise-à-la-masse (MALM) geophysical anomalism extends another 150 meters past SES026 location.  

SES028 intercepted the edge of a significant feeder zone stockwork beneath the “8” Lens.  Assays indicated anomalous gold, silver, copper, lead, and zinc throughout the entire length of the stockwork from 373.40 meters to 460.80 meters in depth, beneath the 8 Lens.  

Discovered a possible new mineralized horizon in SES026, located above the “10” Lens, and intersected it again in SES027 and SES029.  

Confirmed that the high grade “2” Lens is a fault-bounded fragment of massive sulfide mineralization with origin yet to be determined. Hole SES003, drilled previously on this target, is now also being assayed and will be reported shortly.  

Continued re-logging of historic drill holes has upgraded targets in the northern portions of the Sesmarias Prospect.  


30



Each hole drilled in this exploration phase of the Project has enhanced the revamping of the exploration model.  Combined with strong assay results in SES026, in particular, the information will be used in the next drill targeting exercise for this large area.  

 

SES026 intercepted 28.95 meters of massive sulfide mineralization grading 0.48% copper and 0.77 g/t gold, extending the “10” massive sulfide lens to at least 600 meters in strike length.  The top seven meters of the intercept contained higher grade silver, copper, lead, and zinc, followed by a nine-meter interval of 1.09 g/t gold, as shown in the table below. The hole was collared on a geophysical anomaly which extends a further 150 meters beyond the SES026 location.  At this time, the estimated average dimensions of the 10 Lens are 600 meters long x 300 meters wide x 25 meters thick.  The mineralization is open to the east boundary fault and to the west intersection of the Devonian host rocks and the Tertiary gravels.  The lens appears to be cut by post-mineral dikes to the north and remains open to the south, though faulting may truncate the lens about 100 meters south of SES021.

 

SES026

From (m)

To

(m)

Intercept (m)

Au (g/t)

Ag (ppm)

Cu (%)

Pb (%)

Zn (%)

Total lens

385.70

414.65

28.95

0.77

15.7

0.48

0.52

1.31

Base metal zone

385.70

392.70

7.00

0.52

19.0

0.66

0.57

1.44

Gold zone

392.70

401.70

9.00

1.09

13.7

0.40

.50

1.31

 

Mineralization in SES026 showed significantly higher gold values compared to previous drilling on the 10 Lens, as shown below, as well as slightly higher overall copper values.

 

Drill hole ID

From (m)

To

(m)

Intercept (m)

Au (g/t)

Ag (ppm)

Cu (%)

Pb (%)

Zn (%)

SES010

228.40

286.25

57.85

0.45

25.1

0.32

0.61

1.95

SES019

263.50

315.20

51.70

0.40

17.35

0.44

0.75

2.71

including

264.15

299.05

34.90

0.38

20.67

0.40

0.99

3.46

and including

280.45

290.95

10.50

0.37

21.71

0.36

1.71

5.18

SES020

277.85

287.55

9.70

0.47

24.70

0.25

0.57

0.99

297.70

319.95

22.25

0.53

20.54

0.55

0.59

0.66

325.00

334.10

9.10

0.68

11.31

0.32

0.14

0.52

337.85

356.65

18.80

0.26

6.40

0.33

0.14

0.64

SES021

262.85

277.65

14.80

0.43

9.82

0.36

0.29

0.40

SES022

323.90

376.00

52.10

0.62

17.31

0.43

0.49

0.98

 

The Sesmarias Prospect area continues for a further 1000 meters to the north of the area of the present phase of drilling.

 

SES028 hit 87.40 meters of stockwork quartz-iron sulfide veining that marks the possible edge of a feeder zone for the previously discovered “8” Lens.  Assays indicated anomalous gold, silver, copper, lead, and zinc throughout the entire length of the stockwork from 373.40 meters to 460.80 meters in depth, beneath the 8 Lens. Examples of variable intervals of anomalism include:

 

From (m)

To (m)

Total (m)

Au (ppm)

Ag (ppm)

Cu (ppm)

Pb (%)

Zn (%)

 

 

 

 

 

 

 

 

373.40

399.95

26.55

 

 

 

0.09

 

373.40

405.65

32.25

 

 

 

 

0.3

379.20

387.60

8.40

0.26

 

 

 

 

393.40

398.30

4.90

0.28

 

 

 

 

444.30

460.80

16.50

 

8.8

 

0.24

0.44

447.30

460.80

13.50

 

 

0.18

 

 


31



SES026, SES027, and SES029 intersected a horizon of stockwork quartz-sulfide veining located 20-40 meters above the “10” lens.  While mostly iron sulfides, the location of the horizon suggests potential for another possible mineral layer in the Sesmarias massive sulfide system.

 

The Company also provided assay results for drill hole SES003 which was drilled on the Alvalade Project in 2014, but not analyzed until now due to its general proximity and similar visible characteristics to drill hole SES002.  The SES003 assays were completed now in order to be added into Avrupa’s 3D model of the “2” Lens.  Hole SES002 is the Sesmarias “2” Lens discovery hole, and its assay results are also shown below.  SES003 added approximately 18 meters of dip length to the “2” Lens, as calculated in 2014.  Results from SES003 are comparable to those from SES002, as shown in the tables below.

 

Hole SES003

 

 

 

 

 

 

 

 

 

SULFIDE TYPE

FROM

TO

TOTAL

Cu %

Ag ppm

Pb %

Zn %

Sn %

Co %

Massive/semi-massive

132.05

145.70

13.65

1.92

38.8

1.03

1.91

0.03

0.103

 

FROM

TO

TOTAL

Cu ppm

Ag ppm

Pb ppm

Zn ppm

---

Co ppm

Weak/moderate stockwork

145.70

152.50

6.80

4133

7.42

3908

11645

---

296

 

Hole SES002

(Previously Reported)

 

 

 

 

 

 

 

 

 

SULFIDE TYPE

FROM

TO

TOTAL

Cu %

Ag ppm

Pb %

Zn %

Sn %

Co %

Massive/semi-massive

151.65

162.50

10.85

1.81

75.3

2.57

4.38

0.13

0.075

 

FROM

TO

TOTAL

Cu ppm

Ag ppm

Pb ppm

Zn ppm

---

Co ppm

Weak/moderate stockwork

162.50

168.50

6.00

4514

10.57

1886

4838

---

528

 

To date, Avrupa has drilled seven closely-spaced, shallow core holes in the area of SES002 and SES003 to determine possible extent of the “2” Lens. Avrupa also conducted several types of downhole and surface geophysical surveys.  Intercepts of broken massive sulfide mineralization in SES005, SES006, and SES007, along with results from the geophysical work, and review of the actual core material in all of the holes suggested that mineralization comprising the “2” Lens occurred in a fault zone (now understood as the eastern boundary fault described in recent news releases of February 11, 2019 and March 11, 2019).  The interpretations from the 2014 drilling program suggested that the possible extents of the “2” Lens were on the order of 100-125 meters dip x 50-75 meters strike, and 5-10 meters thickness, as demonstrated in the following cross section and map view of the mineralization.

 

The program continues to be highly successful, accomplishing goals of better technical understanding of the Sesmarias mineralizing system and significantly enlarging it. This self-funded drilling program is the seventh phase of drilling to be completed by Avrupa Minerals on the Alvalade license. In addition to further targets in the immediate Sesmarias Project area, additional future drilling is anticipated for the Sesmarias-Lousal-Monte da Bela Vista District, as well as in other Avrupa-generated target areas with related Pyrite Belt-style massive sulfide targets and mineralization.

 

Marateca

 

The Marateca property covers approximately 923.2 square kilometers and is located in south-central Portugal in the Portuguese Pyrite Belt, approximately 40 kilometers north of the Company’s Alvalade Joint-Venture project.  The Company currently has a 100% interest in the project.

 

On July 26, 2013, the Mining Bureau of Portugal issued a new Marateca license. The new license covers a portion of the Company’s former license by the same name. The current property surrounds the northernmost known volcanic center on the Neves Corvo trend in the Iberian Pyrite Belt. Targets within the license area are potential copper- and zinc-bearing massive sulfide deposits, hosted in a similar geological setting to that of the Alvalade Project. 


32



With only a moderate amount of exploration, prospecting and research work, on a small portion of the Marateca license area, the Company has identified at least 13 potential, and separate, copper-zinc, volcanogenic massive sulfide-style target areas. Several of the target areas have outcropping mineralization including iron, manganese, and silica at Serrinha and copper, lead, manganese and silica at Cordoeira. Previous work in the area by the Company included exploratory core drilling at three different targets:  Serrinha, São Martinho, and Monte de Volta.  The two holes at Serrinha intercepted zones of stockwork sulfide-quartz veining with anomalous base metal values and silver.  Subsequent geological work around the Serrinha target area produced several new drill targets.  The holes at São Martinho and Monte de Volta were lost due to difficult drilling conditions before reaching the target zones. 

 

In December 2013, the Company announced the Company discovered an outcropping gossan zone in volcanic-sedimentary rock units that are known to host massive sulfide mineralization in other parts of the Pyrite Belt. Follow-up mapping has extended the Pego do altar gossan zone to nearly 1,000 meters in strike length with a possible thickness of up to 50 meters. Limited rock chip sampling along strike (11 samples) returned copper values up to 0.12% and lead values to 0.08%. Anomalous bismuth, molybdenum, and gold values further indicate the hydrothermal nature of the metals’ presence, thus providing early support for further geological mapping, sampling, and drill targeting. In addition, the Company discovered a second gossan zone in the Pego do Altar target area, with visible copper oxide staining at several locations. The Company drilled two shallow stratigraphic test holes at the end of 2016, totaling 175 meters.  Both holes confirmed downdip from the gossan sulfide mineralization in the proper stratigraphic section of VS sediments.  The first hole cut 35 meters of mixed stockwork and semi-massive pyritic mineralization, and the second hole cut 20 meters of similar pyritic mineralization.

 

The Company is currently seeking a joint-venture partner to advance the exploration program on the property.

 

Mertola

 

In June 2014, the Company received a new license for the Mertola project, which is located in the Pyrite belt of southern Portugal. It is east of Neves Corvo, and covers the eastern Portuguese portion of the Sao Domingos VMS target belt. The past-producing Sao Domingos Mine is located close to the east end of the license, and is central to an area of copper and zinc-bearing massive sulfide targets. Core from over 35 holes of historic drilling is available for re-logging and re-sampling. This core has been collected by the Company which has begun to re-log the material. The new information gathered from the re-logging suggests that there will be new targets defined through re-interpretation of the geology.

 

During 2017, the Company conducted limited exploration at Mertola. The Company began preparing and updated study of the historic Sao Domingos mine on the eastern end of the license. New information suggests additional brownfields exploration possibilities within sight of the mine complex, with several drill-ready targets identified at the historic Chanca mine located less than 10 kilometers away from Sao Domingos.

 

The Company is currently seeking a joint-venture partner to advance the exploration program on the property.

 

Other Portugal Properties

 

Covas

 

The Covas property is a tungsten-gold exploration project located in the northwestern portion of Portugal. The property consists of a single exploration license and is 1,949 hectares in size. The Company had a 25% interest in the property, with 75% owned by Blackheath Resources Inc. through a JV agreement.

 

In October 2017, Blackheath funded a single 225-meter drill hole to partially test for the possibility of a large-tonnage, close-to-the-surface, bulkmineable, disseminated tungsten deposit directly related to or hosted in the presumed porphyritic granitic Covas intrusive body.  Surface and close-to-surface indications for potential mineralization included strong alteration affiliated with an intense linear, negative magnetics anomaly, multi-


33



element geochemical anomalism contained in soil samples covering the linear magnetics anomaly and supporting IP/chargeability anomalism. The single drill hole partially tested the target idea.  Alteration was present throughout the hole, particularly strong silicification through the bottom half of the hole.  Porphyritic intrusive rocks were present in the hole in the form of cross-cutting dikes.

 

In March 2018, Blackheath terminated the joint-venture agreement on the property and the license for the property was cancelled by the Portuguese DGEG in 2018. The Company wrote-off its capitalized acquisition costs of $71,289 as of December 31, 2017.

 

Santa Margarida do Sado

 

In June 2014, the Company received a new license in the Pyrite Belt of southern Portugal. The Santa Margarida do Sado license covered potential northward extensions of mineralization from the historic Canal Caveira Mine which is located on the Company’s Alvalade Joint Venture license located immediately adjacent to the south.

 

While the Company had identified VMS target potential within the license boundaries, the Company dropped the Santa Margarida license which became official in fiscal 2017

 

Generative work

 

The Company is continuing prospecting for additional properties in other parts of Portugal, using its experience-amassed database to review old prospects and districts from new angles and to develop wholly new generative ideas. The Company maintains excellent relations with both the Mining Bureau and the Geological Survey in Portugal.

 

Kosovo

 

The Company has been advancing its property interests in Kosovo though its 100% owned subsidiary Innomatik Exploration Kosovo (IEK). The Company initially purchased a 92.5% interest in IEK in July 2010. During the year ended December 31, 2013, the Company acquired the remaining 7.5% interest in IEK.


34



PICTURE 3  

 

The Company’s senior Kosovo management has long-term experience with the democratically-elected Kosovo government, with the United Nations and European Union administrators of the pre-independent country, and with the metallogeny and mineral deposits of the region.  The Company is currently the most active metals’ exploration group in Kosovo.  There has been little modern, systematic exploration performed in Kosovo to date, leaving an opportunity for successful prospect and project generation. The Company optioned one exploration license to a partner (Slivovo), while continuing to upgrade its other project at Metovit exploration license to JV ready status.

 

Both of the Company’s Kosovo properties have outcropping base metal mineralization and/or significant alteration zones.  Most of the targets have not been previously drilled and have old workings of perhaps Roman and certainly Saxon age, to possibly early 20th century age in a number of locales.


35



The Company’s licenses in Kosovo all have work expenditure commitments and are valid for three years, with a two-year renewal possible (which coincides with a 50% reduction in size of the license).  Licenses have a variable 4.5-5% NSR.  There is a lobbying effort to change this level, in order to attract further investment into the country.  The Company has no environmental liabilities attached to its licenses there.  The governing body for licensing is the Independent Commission for Mines and Minerals (“ICMM”).  Once an application is made and all required documents are attached, ICMM is required to respond (positively or negatively) within 3 months of the date of application.  The Company has experienced only one exception to this, in the granting of the Slivovo license, but through all proper channels, the Company received the license after about 5 months of delay.

 

Despite some exploration properties located on sites with historical operations, the Company does not have any potential environmental liabilities associated these properties.

 

Slivovo

 

The Slivovo license, located approximately 15 km southeast of Prishtine, the capital city of Kosovo, and covering 15.2 km2, was issued to the Company on June 27, 2012. The Company currently has a 15% interest in the project with joint-venture partner Byrnecut International, who has an 85% interest in the project through a completed earn-in agreement.

 

On April 10, 2014, the Company signed an earn-in and shareholders agreement (“Earn-In Agreement”) to option out the Slivovo property to Byrnecut International Limited (“Byrnecut”). Under the Earn-In Agreement, Byrnecut could earn a 51% interest in the Slivovo property by spending €1,000,000 in exploration on the project by April 10, 2015. Byrnecut can then earn a further 24% by spending an additional €1,000,000 for a total interest of 75% with total expenditures of €2,000,000, by April 10, 2016. Byrnecut can further earn an additional 10% by completing a Preliminary Feasibility Study on the Slivovo Project for a total interest of 85% by April 10, 2017. Byrnecut completed all of the required conditions under the agreement and reached the 85% ownership level in February 2017.

 

The Company and Byrnecut have transferred the Slivovo license to Peshter Mining J.S.C, which is currently owned 89.85% by Byrnecut and 10.15% by the Company.


36



PICTURE 4  

 

Early rock chip sampling of the Peshter gossan zone (22 samples) returned strongly anomalous lead, zinc, silver, and gold results. Subsequent, wide-scale geological mapping of the area indicated potential for gold-bearing, massive sulfide mineralization of the style common in the Vardar Zone, which extends through east-central Europe. Following the discovery of the Peshter gossan zone, the Company then discovered several gold-bearing rock units in the Peshter area. First-pass soil and rock chip sampling outlined two separate areas with anomalous gold results. One area surrounds the Peshter gossan zone, measures approximately 500 x 150 meters in size, and is potentially open along strike. The other, more important anomalous gold-bearing zone, located approximately 1,000 meters from the Peshter gossan, is related to beds of a strongly altered, calcareous sandstone unit, intruded by a mineralized felsic dike(s).

 

Avrupa started targeting work at Slivovo in April 2014, upon receipt of the first tranche of funding from Byrnecut. Work focused around two primary targets on the property, including a gold/silver/lead/zinc-bearing gossan, and an epithermal gold-polymetallic target located about one kilometer away. In addition, work in the field identified several new zones of interest, all requiring further follow-up. In total, nearly 1,300 rock and soil samples have been collected, and 1,615 meters of trenches excavated for sampling and geological mapping purposes. Of greatest interest is the average gold value in a northeast-trending zone, of which the 39 samples collected there returned 2.9 g/t gold, with a top cut of 10 g/t gold. Five of these samples contained >10 g/t gold, ranging from 12.25 g/t to 389 g/t.

 

New targets around the Peshter gossan zone have been identified. The gossan zone has been extended to the southwest by over 300 meters, and the so-called epithermal zone, located further to the west, has been extended northwards by several hundred meters. Mapping and sampling indicate that the entire Peshter mineral target area is likely related to a buried porphyritic intrusion. The mineralization zone runs for over 1,000 meters along an ENE-trending corridor from the epithermal target (olive) to the sandstone gossan (orange) to the sulfide-oxide gossan (black). The epithermal zone now runs for over 800 meters, north-south. Following well known models of mineral deposits related to porphyry systems, the various targets at Peshter fall into a generalized model that hypothesizes the presence of a buried porphyry system, which has been long-suspected for the area.


37



A drill program commenced in September 2014 to test all three target zones. The program was planned for at least eight drill holes totaling 2,000 meters.

 

Holes SLV004, SLV005 and SLV006 were drilled in the main Peshter Gossan zone and contained the following gold and silver assay intervals:

 

Drill Hole #

From (m)

To (m)

Intercept (m)

Gold (g/t)

Silver (g/t)

Copper (%)

Zinc (%)

SLV004

0

126.5

126.5

6.2

15.0

0.092

0.45

 

 

 

 

 

 

 

 

SLV005

27.40

39.40

12.00

12.2

8.02

 

 

incl.

32.00

39.40

7.40

19.3

9.32

 

 

incl.

36.40

39.40

3.00

38.3

6.12

 

 

 

 

 

 

 

 

 

 

 

0.20

39.40

39.20

 

 

0.115

0.61

 

 

 

 

 

 

 

 

SLV006

50.00

55.55

5.55

1.1

12.8

 

 

incl.

53.60

55.55

1.95

2.1

15.4

 

 

 

 

 

 

 

 

 

 

 

74.90

85.70

10.80

1.25

15.1

 

 

 

90.50

93.90

3.40

3.1

20.8

 

 

 

 

 

 

 

 

 

 

 

0

93.90

93.90

 

 

0.083

0.51

 

Holes SLV007 and SLV008 were drilled in the southwest extension of the Peshter Gossan, located about 200 meters south of hole SLV004.  SLV007 was drilled to a depth of 97.4 meters at a dip angle of -55 degrees through sediments to 70 meters depth and then through intrusive rocks (possibly a parallel-to-sedimentary-bedding sill) to the final 97.4-meter depth. SLV008 was drilled to a depth of 183.6 meters at a dip angle of -85 degrees (nearly vertical).  Much of the rock in this hole was intrusive sill material, as in the bottom of SLV007.  The follow-up detailed review of the drill core now indicates that both drill holes were drilled more or less along the strike of the sedimentary rocks and intrusive sill material. 

 

SLV007 contained an intercept of 13.05 meters (from 16.00 to 29.05 meters) with an average gold value of 1.78 g/t Au, within a longer intercept of 53.6 meters (from 16.00 to 69.6 meters) with an average gold value of 0.91 g/t Au.  Further sampling of this hole is in process, as the core contained anomalous gold all the way down to the bottom of the sampling interval.

 

SLV008 contained narrow intervals of strongly anomalous gold, including 2.65 meters (from 75.00 to 77.65 meters) with an average gold value of 1.06 g/t, within a much wider zone of gold anomalism. This hole will be re-sampled, as well, given the information obtained from the assays. Sampling of the intrusive sill rocks (from 89.60 to 183.60 meters) indicated low-moderate anomalism in gold values throughout the sill.

 

Drill Hole #

From (m)

To (m)

Intercept (m)

Gold (g/t)

Silver (g/t)

Comment

SLV007

16.00

29.05

13.05

1.78

18.88

SW gossan -- sediments

within

16.00

69.60

53.60

0.91

8.07

SW gossan --sediments

 

 

 

 

 

 

 

SLV008

75.00

77.65

2.65

1.06

 

SW gossan -- sediments

 

The second phase of drilling, totaling five holes and 1,035 meters, was completed during Q2 2015.


38



Drill Hole #

From (m)

To (m)

Intercept (m)

Gold (g/t)

Silver (g/t)

Comment

SLV 011

67

91

25

1.02

7.08

0.08% Cu; 0.14% Pb; 0.41% Zn

 

91

121

30

6.92

16.20

0.1% Cu; 0.24% Pb; 0.46% Zn

Total

67

121

55

4.24

12.06

 

 

 

 

 

 

 

 

Also

132.7

142.7

10

0.81

4.41

Mineralization along footwall fault zone

 

Drill Hole #

Interval (m)

From (m)

To (m)

Gold -- g/t

Silver -- g/t

SLV014

57.35

31

88.35

2.09

15.94

 

including

 

 

 

 

 

17.00

45

62

3.42

20.58

 

and

 

 

 

 

 

11.00

70

81

3.23

11.18

 

The third phase of drilling was predominantly conducted in the Peshter Gossan zone. Some of the highlighted intercepts are as follows:

 

Drill Hole #

From (m)

To (m)

Interval (m)

Gold -- g/t

Silver -- g/t

SLV018

11

136

125

6.91

19.19

 

Including

 

 

 

 

 

11

116

105

7.98

20.94

 

And

 

 

 

 

 

11

89

78

9.4

21.65

 

And

 

 

 

 

 

41

49

8

36.02

33.27

 

 

 

 

 

 

SLV 025

2.00

4.00

2

0.98

7.55

 

And

 

 

 

 

 

78.00

102.00

24

11.59

9.26

 

Including

 

 

 

 

 

78.00

99

21

13.18

9.90

 

And

 

 

 

 

 

108.00

113.00

5

4.81

7.32

 

And

 

 

 

 

 

116.00

118.00

2

0.96

3.45

 

And

 

 

 

 

 

122.00

136.00

14

0.82

12.09

 

Including

 

 

 

 

 

124.00

134.00

10

1.03

13.3

 

And including

 

 

 

 

 

131.00

134.00

3

2.28

12.07

 

 

 

 

 

 

SLV026

0.00

3.00

3

1.61

5.35

 

And

 

 

 

 

 

84.00

115.00

31

3.92

8.35

 

Including

 

 

 

 

 

84.00

93.00

9

6.35

15.66

 

And including

 

 

 

 

 

100.00

108.00

8

7.12

6.89

 

 

 

 

 

 


39



SLV027

0.00

97.00

97

7.94

17.03

 

Including

 

 

 

 

 

42.00

77.00

35

13.83

16.49

 

 

 

 

 

 

SLV028

29

149

120

5.37

23.15

 

Including

 

 

 

 

 

119

147

28

8.26

23.74

 

 

 

 

 

 

SLV029

37

64

27

6.39

34.97

 

And

 

 

 

 

 

80

82

2

8.63

79.25

 

 

 

 

 

 

SLV032

18

81.65

63.65

2.34

9.28

 

Including

 

 

 

 

 

26

31

5

8.95

7.56

 

And

 

 

 

 

 

49

76

27

2.89

11.94

 

 

 

 

 

 

SLV037

0

74

74

6.02

20.23

 

Including

 

 

 

 

 

11

17

6

7.94

19.48

 

Including

 

 

 

 

 

30

44

14

8.46

13.99

 

Including

 

 

 

 

 

52

61

9

14.77

29.31

 

 

 

 

 

 

SLV038

17

26

9

1.44

9.71

 

And

 

 

 

 

 

33

58

25

2.06

9.85

 

 

 

 

 

 

SLV043

13

26

13

2.32

7.93

 

Including

 

 

 

 

 

13

20

7

3.69

9.8

 

And

 

 

 

 

 

39

46

7

5.10

9.34

 

And

 

 

 

 

 

52

54

2

1.54

30.75

 

And

 

 

 

 

 

58

72

14

11.11

27.68

 

Including

 

 

 

 

 

63

72

9

16.28

39.81

 

Byrnecut contracted with associate company Mining Plus Pty. Ltd. (“Mining Plus”) to work on an initial resource model and calculation. The goal will be to provide enough information to make a tactical decision to move onto the next phase which will include work to move the Slivovo exploration license to a mining license and work on pre-feasibility study. Mining Plus is tabulating and compiling the project data. The Company contracted with Mr. Gary Giroux to prepare an NI 43-101 compliant maiden resource estimate which will be part of a larger NI 43-101 compliant document prepared by Mining Plus.

 

The initial indicated Mineral Resource for the main Peshter Gossan Zone was completed in May 2016. The mineralized body at Slivovo is a moderately ENE-plunging block of mineralization, exposed at the surface to the SW, and cut off on the NW and SE by steep, post-mineralization faults and underneath by a shallow ENE-dipping, post-mineralization fault. The mineralization is open down-plunge to the ENE. Precious metal mineralization is


40



hosted within a package of steeply dipping sedimentary beds of silicified and de-calcified pebble conglomerates, sandstone conglomerates, and sandstones. Understanding of the total post-mineral fault movement suggests that further mineral targets exist in the proximity of the Slivovo Indicated Mineral Resource, as well as elsewhere on the exploration license.

 

The results of the Mineral Resource estimate are provided in the table below. The Indicated Mineral Resources are reported at a cut-off of 1.0 g/t gold.

 

Cautionary Note to U.S. Investors concerning estimates of Indicated Resources

This section uses the term “indicated resources”.  We advise U.S. investors that while this term is recognized and required by Canadian regulations, the U.S. Securities and Exchange Commission does not recognize it.   U.S. Investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves.

 

Au Cut-off

(g/t)

Tonnes > Cut-off

(tonnes)

Grade>

Cut-off

Contained

Metal

 

 

Au (g/t)

Ag (g/t)

Au (ozs)

Ag (ozs)

0.50

660,000

4.66

14.61

98,900

310,000

1.00

640,000

4.80

14.68

98,700

302,000

1.50

590,000

5.07

14.85

96,200

282,000

2.00

540,000

5.39

15.09

93,500

262,000

2.50

490,000

5.71

15.32

89,900

241,000

3.00

440,000

6.08

15.55

86,000

220,000

3.50

380,000

6.49

15.75

79,300

192,000

4.00

340,000

6.87

16.03

75,100

175,000

4.50

290,000

7.32

16.18

68,300

151,000

5.00

240,000

7.79

16.39

60,100

126,000

 

All samples were submitted for gold and silver analysis, with samples from holes up to SLV014 submitted for a full multi-element suite of analysis. Multi-elements analysis ceased from SLV015 onward due to budget constraints. All analysis was undertaken by ALS at a number of their fully accredited laboratories. All samples were sent to the ALS sample preparation facility in Serbia where they were logged into the Company’s LIMS and prepared for analysis. The sample is logged in the tracking system, weighed, dried and finely crushed to better than 70 % passing a 2 mm (Tyler 9 mesh, US Std. No.10) screen. A split of up to 250 g is taken and pulverized to better than 85% passing a 75 micron (Tyler 200 mesh, US Std. o. 200) screen. This pulp is then used for the gold, silver and multi-element analysis.

 

Gold analysis was undertaken at the ALS laboratory in Romania using Fire Assay with an Atomic Absorption Spectrometry Finish on a 30g charge. The upper detection limit for this method (Au-AA23) is set at 10 g/t gold, with any over limit values re-analysed via Fire Assay with a Gravimetric Finish (Au-GRA21). Silver analysis has been undertaken at the ALS laboratory in Ireland using a multi-acid digest and a hydrochloric acid leach with an AAS read. An upper detection limit of 100 g/t silver is set for this analytical technique – no samples returned grades above this upper detection limit. The analytical techniques for gold and silver are considered appropriate for the style of mineralization at the Slivovo Project.

 

The QA/QC program used for Phase 1 drilling consisted of the submission of only standards and pulp blanks used along with the laboratory repeat analyses to test for the accuracy and precision of the analytical laboratory. A more comprehensive system was introduced from SLV009 (Phase 2 onward) which expanded to include the submission of a barren marble as a blank to test the sample preparation, as well as the regular submission of field duplicates (quarter core) and pulp duplicates. Mining Plus reviewed the QA/QC protocols during the site visit and found that they were generally acceptable for the stage of the project, although it was noted that the submission of standards closer to the mean gold grade of the deposit would be preferable than the low grade nature of the standards used.


41



Based on the initial indicated Mineral Resource, Byrnecut proceeded with funding a Pre-Feasibility Study (“PFS”) of the project through the new JV company, Peshter Mining. A geophysical program consisting of 10 lines of IP/Resistivity covering 21.375 line kilometers and 5 lines of Turam electromagnetics was initiated over the zones of Slivovo mineralization and surrounding lands. A new 15 hole drill program was also completed in 2016. Most of the holes were infill drilling to confirm continuity of mineralization and to potentially increasing the size of the indicated resource in the Gossan Extension Zone. The gold and silver assays from the 2016 drilling are as follows:

 

Drill Hole #

From (m)

To (m)

Intercept (m)

Gold (g/t)

Silver (g/t)

Comment

DHIP001

84.5

99.5

15

5.98

15.89

Drilled specifically for downhole IP geophysics test which supported surface geochemical anomalism; main gold intercept is below low angle fault, differing from the Main Gossan Zone

 

 

 

 

 

 

 

SLV047

No significant intercepts

Poor host rock for mineralization

 

 

 

 

 

 

 

SLV048

No significant intercepts

Drilled outside of Gossan Extension

 

 

 

 

 

 

 

SLV049

16

25.2

9.2

1.53

10.73

Gossan Extension Zone

 

 

 

 

 

 

 

SLV050

0

6

6

1.01

8.44

Gossan Extension Zone

and

14.85

27.1

12.25

0.52

15.81

 

 

 

 

 

 

 

 

SLV051

68

94.4

26.4

2.76

17.93

Gossan Extension Zone

Including

79

94.4

15.4

4.40

25.47

 

 

 

 

 

 

 

 

SLV052

75.75

110.7

34.95

1.07

11.34

Gossan Extension Zone

Including

86.45

110.7

24.25

1.31

10.86

 

Including

86.45

99

12.55

1.90

9.04

 

Including

106

109.25

3.25

2.31

25.27

 

 

 

 

 

 

 

 

SLV053

No significant intercepts

Not drilled deep enough to reach Gossan Extension Corridor

 

 

 

 

 

 

 

SLV054

71

108.85

37.85

1.52

18.07

Drilled to north into Gossan Extension Corridor

 

 

 

 

 

 

 

SLV055

28.5

47.2

18.7

2.51

12.38

Gossan Extension Zone

Including

33.5

47.2

13.7

3.32

15.21

 

 

 

 

 

 

 

 

SLV056

112

157

45

2.47

13.45

Gossan Extension Zone

Including

124

157

33

3.01

15.63

 

 

 

 

 

 

 

 

SLV057

51

77

26

1.29

7.2

Gossan Extension Zone

In a wider zone

37

90

53

0.85

9.5

 

 

 

 

 

 

 

 

SLV058

120

123

3

38.7

33.9

Lower plate mineralization in the Gossan Extension Zone close to DHIP001

 

134

156.6

22.6

3.29

9.7

 

Including

134

142

8

5.96

8.0

 

and

147

156.6

9.6

2.51

13.3

 

 

 

 

 

 

 

 


42



SLV059

 

Drilled outside Gossan Extension Zone

 

 

 

 

 

 

 

SLV060

38

41

3

1.54

9.6

Upper plate – in hornblende porphyry

 

136

151

15

0.64

8.2

Lower plate mineralization in the Gossan

 

159

161

2

4.08

6.8

Extension Zone

 

173

176.55

3.55

0.98

14.2

 

 

182

205

23

4.37

7.2

 

Including

198

205

7

8.72

9.1

 

 

208.5

210.85

2.35

0.85

16.4

EOH – hole stops in mineralization

 

 

 

 

 

 

 

SLV061

42

72

30

1.32

11.9

Gossan Extension Zone

 

While gold is present only in amenable host rocks above the low angle reverse fault in the Main Gossan Zone, it is now clear that gold mineralization has additional possibilities in permeable host rocks below the fault in the Gossan Extension Zone, as displayed in the geophysical drill hole DHIP001 and the two new drill holes, SLV058 and SLV060. The new drilling indicates that mineralization in the Gossan Extension Zone continues for at least 90 meters to the east from the high angle fault that divides the two zones. Older drill results from SLV012 may indicate the Gossan Extension Zone continues for at least another 20+ meters in the lower plate beyond SLV060.

 

In addition to the 15 exploration drill holes completed in 2016, Peshter also drilled other holes for certain required data for the Pre-Feasibility Study. One vertical hole was drilled in the Gossan Extension to run a downhole geophysical survey, seven hydrological test holes were completed to test water flow in the potential mine area, and seven geotechnical holes were completed to test for rock mechanics and stability information around the edges of the planned mine.

 

Current and Anticipated Exploration

Byrnecut completed the Project Study which was reviewed both internally and by an independent mining engineer. During 2017, Byrnecut completed an 18 hole drill program totaling 6,280 meters. The drilling was originally planed for 5,670 meters and was designed to discover, delineate and define additional high grade (defined as 5 g/t or greater gold) gold resources. The program focused on five areas of interest which were designated as:  

 

Main Gossan Offset  

Gossan Extension  

Sandstone Gossan  

Deep IP Anomaly  

Dzemail  

 

Targets were selected for viability based on three major factors:

 

IP anomalies, shallow (less than 100 meters deep) and deep (greater than 100 meters deep), identified in the 2016 geophysical program  

Structural and geological models based on historic drilling and geological mapping  

Limited-in-scope, widespread geochemical surveys  

 

Results from the drilling were mixed.  New geological and structural information gained from the work indicated that the complexity of the Slivovo system is greater than originally suspected.  Geochemical results from sampling of the mineralized core did not significantly extend near-surface gold mineralization.  The combination of these results indicated new mineral possibilities in the immediate Slivovo target area, but none close enough to the surface to significantly increase the size of the present, potentially surface-mineable Slivovo gold deposit.

 

Byrnecut commissioned a follow-up, independent technical report to verify potential of significant mineralization around the Slivovo deposit, at Peshter and Brus, as well as around the remaining areas of the license.  Results of the independent study, completed in November 2017, diverged somewhat from earlier work, particularly in genesis and placement of the mineralization in the Slivovo area. Earlier work assumed mineral-bearing fluids originated from perhaps a single, large porphyry intrusive source on the property, allowing for potential of a larger deposit at


43



Slivovo.  The new work presumes however that Slivovo gold mineralization is sourced from a large, off-property intrusive center. Numerous small, satellite porphyritic intrusions emplaced perpendicularly to the mineral-hosting calcareous rocks at Slivovo, thus forming small mineral bodies around the Slivovo gold deposit.  The independent study finally suggests a number of small (10K) to medium size (100K) targets within the license area,

 

The 2017 program was fully funded by Byrnecut as Avrupa decided not to participate in funding the program. Avrupa’s ownership portion of the project is therefore being diluted as funds are spent by Bynecut. If the Company’s share of Peshter declines below 10%, Avrupa’s interest will convert to a 2% Net Smelter Royalty.

 

Metovit (Kamenica)

 

The original Kamenica license was renewed for two years under the new Mining Law.  The size of the license was reduced by 50% to approximately 45 km 2 . Targets in the Kamenica license are located 2 to 5 kilometers, along strike, from the historic Artana (Novo Brdo) silver/lead/zinc/gold mine. The Artana Mine has operated intermittently since Saxon times in the 12 th to 14 th centuries.

 

On February 14, 2012, the Company announced that it completed an initial round of exploratory drilling in late 2011 on the Kamenica license. Two core holes, totaling 382.6 meters, were completed at two separate targets located about three kilometers apart. The most interesting of the two holes, at the Metovic target, intercepted multiple generations of visible Fe-Zn-Pb sulfide mineralization in pervasive disseminations and stockwork quartz veining, hosted by strongly altered, calcareous silt and sandstones over the entire 193.3-meter length of the hole.  The hole bottomed in altered quartz diorite porphyry and brecciated quartz diorite containing fragments of the porphyry. The widespread anomalous sulfide mineralization and strong alteration may indicate the presence of a possible large porphyry-style system within the Kamenica license.

 

The second hole, at the Grbes target, encountered pyritic gneisses from close to the surface to 120 meters depth, followed by sooty, pyritic black shales and graphitic schists to the bottom of the hole at 189.3 meters.  These strongly altered rock units do not appear at the surface, and are of an older Vardar formation that has been uplifted in this portion of the exploration area.  Further work is necessary to assist in targeting for a possible large mineral system.

 

The Kamenica license has been dropped, but replaced by the fully-overlapping new Metovit application which has been approved by ICMM.  In February 2016, Byrnecut advanced €31,871 for the Company to meet 2016 legal work commitments and further advance this property. The 2016 exploration program included geological and geochemical reviews which continued at the end of 2016 and into the first month of 2017.  About 700 samples were sent to the lab, and the results have been tabulated, compiled and reviewed.  Results of the sampling indicated geochemical anomalism along certain structures crossing the license. However, there were only a few indications of wide zones of potential mineralization. The possibility of further follow-up work is being discussed, which may require approximately €85,000 in expenditures in 2019. The Company is currently seeking a joint-venture partner to continue work on the project.

 

Germany

 

The Company currently has an 85% interest in an exploration license located in the Free State of Saxony, eastern Germany. This exploration license was granted through the mining bureau of the Free State of Saxony, called the Sachsisches Oberbergamt.  The Company received this license in approximately 6 months after application.

 

The Company views that the license in Germany is not material at this stage.


44



PICTURE 5  

 

Oelsnitz

 

On January 23, 2012, the Company announced the signing of a Memorandum of Understanding (“MOU”) with Beak Consultants GmbH (“Beak”) to explore for gold deposits in the Erzgebirge mining district near Oelsnitz in the Free State of Saxony in eastern Germany. The Company must spend €140,000 for exploration purpose to gain 85% of Oelsnitz Exploration License, which was issued to Beak on January 12, 2012. The license covers 307.2 square kilometers and has been issued for gold, silver, tin, tungsten, molybdenum, copper, lead, zinc, tellurium, barite and fluorite. The license is renewable upon proof of continued exploration activities, and the application for renewal until March 31, 2019 has been approved. There is no royalty attached to the license.  


45



The Company earned into 85% of the project (as of December 31, 2017 - $252,083 (€192,576)), and the two companies are setting up a joint venture to further explore for gold on the property.  The goal of the Company is to explore for and find gold targets related to the emplacement of large granitic intrusions.  Previous work has not, at all, been dedicated to gold exploration in this region, and the Company is probably the first group to do so.  The first-pass work completed at the end of 2012 indicated several areas of gold and tin anomalism that need further follow-up. Follow-up of gold and tin anomalism in a number of target areas is now currently underway, and the Company is continuing to look for joint venture partnerships at the present time.

 

Item 5.  Operating and Financial Review and Prospects

 

Overview

 

The Company's financial statements are stated in Canadian Dollars (CDN$) and are prepared in accordance with IFRS.  The value of the U.S. Dollar in relationship to the Canadian Dollar was $1.36 on December 31, 2018.

 

The Company has since inception financed its activities through the issuance of equity.  The Company anticipates having to raise additional funds by equity issuance in the next several years, as all of the Company’s properties are at the exploration stage. The timing of such offerings is dependent upon the success of the Company’s exploration programs as well as the general economic climate.

 

Set out below is the operating and financial review for the financial years ended December 31, 2018, 2017 and 2016.

 

Operating Results

 

Year ended December 31, 2018 vs. year ended December 31, 2017

 

During fiscal 2018, a drill program was successfully completed on the Alvito property, and a drill program was begun on the Sesmarias Prospect located on the Alvalade license which was completed subsequent to the year-end.

 

The comprehensive loss for the year ended December 31, 2018 was $1,901,880, or ($0.02) per share, compared to a comprehensive loss of $1,879,521, or ($0.02) per share, for the year ended December 31, 2017. Mineral exploration expenses were $2,276,286 (Year ended December 31, 2017 - $1,742,813), which were partially offset by advances from optionees of $1,189,652 (2017 - $780,195). Excluding the non-cash depreciation of $ Nil (2017 - $2,589) and share-based payment of $141,124 (2017 - $110,564) related to the grant and vesting of stock options, the Company’s general and administrative expenses totaled $614,322 during the year ended December 31, 2018 (2017 - $750,542), a decrease of $136,220. The decrease was primarily due to lower investor relations expense of $132,189 (2017 - $292,430) and travel of $46,928 (2017 - $66,882). Consulting rose to $143,332 (2017 - $124,520), while professional fees rose to $231,065 from $203,662. Other expenses saw only slight changes, including bank charges of $4,661 (2017 - $3,875), listing and filing fees of $8,791 (2017 - $10,485), office and administrative of $28,686 (2017 - $29,070), rent of $9,000 (2017 - $9,000), telephone of $nil (2017 - $37) and transfer agent fees of $9,671 (2017 - $10,581).

 

Other items included interest income of $1,181 (2017 - $2,068), other income of $6,014 (2017 - $2,837), and foreign exchange loss of $485 (2017 – loss of $11,494) which declined due to more favorable exchange rates. There was no loss on disposal of equipment (2017 – loss of $2,105) or write-down of due from optionee (2017 – loss of $1). During 2018, the Company had write-down of property deposits of $49,962 as the Company determined that cash pledged for work on dropped properties would not be completed and those amounts were written off. This amount was somewhat offset by cash deposited by a former optionee on the Alvalade property which was assigned to the Company. During the year ended December 31, 2017, the remaining acquisition and capitalized exploration expenditures on the Covas property of $71,289 were written down as the project was dropped. Exchange differences arising on the translation of foreign subsidiaries was a loss of $16,548 (2017 – gain of $26,776).


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During the year ended December 31, 2017, the Company expensed exploration costs totaling $2,276,286 including $848,219 on Alvalade, $12,898 on Covas, $1,079,479 on Alvito, $225,284 on other projects in Portugal, $Nil on Slivovo, $89,808 on other projects in Kosovo, $Nil in Germany, and $20,598 on others.

 

Year ended December 31, 2017 vs. year ended December 31, 2016

 

During fiscal 2017, the Company completed its exploration program at the Alvito property in preparation of drilling in fiscal 2018. The Company also reacquired a 100% interest in the Alvalade property and signed an initial letter of intent with a funding partner in regards to the acquisition of an interest in the Alvalade, Marateca, and Mertola properties. In Kosovo, the Company’s partner completed a drill program at Slivovo and commissioned a new technical report on the property.

 

The comprehensive loss for the year ended December 31, 2017 was $1,879,521, or ($0.02) per share, compared to a comprehensive loss of $1,900,329, or ($0.03) per share, for the year ended December 31, 2016. Mineral exploration expenses were $1,742,813 (Year ended December 31, 2016 - $1,157,878), which were partially offset by advances from optionees of $780,195 (2016 - $581,875). Excluding the non-cash depreciation of $2,589 (2016 - $5,176) and share-based payment of $110,564 (2016 - $270,698) related to the grant and vesting of stock options, the Company’s general and administrative expenses totaled $750,542 during the year ended December 31, 2017 (2016 - $807,439), a decrease of $56,897. The decrease was primarily due to lower consulting expense of $124,520 (2016 - $266,573), a decrease in office and administrative fees to $29,070 (2016 - $44,867). Listing and filing fees declined slightly to $10,485 (2016 -$12,035). Professional fees were largely unchanged at $203,662 (2016 - $202,484). Rent rose to $9,000 (2016 - $7,308), transfer agent fees increased to $10,581 (2016 - $8,432), and travel rose to $66,882 (2016 - $61,023). Investor relations expense rose to $292,430 (2016 - $191,544) as the Company continued its efforts to raise investors awareness.

 

Other items included write down of due from optionee of $1 (2016 - $238,705) and a write-down of exploration and evaluation assets of $71,289 (2016 - $Nil) as the Company wrote-off the Covas property. Loss on disposal of equipment was $2,105 (2016 - $Nil). Interest income fell to $2,068 (2016 - $3,056) due to lower average cash balances in the current year. Other income was $2,837 (2016 - $2,308). Exchange differences arising on the translation of foreign subsidiaries was a gain of $26,776 (2016 – loss of $28,208).

 

During the year ended December 31, 2016, the Company expensed exploration costs totaling $1,742,813 including $222,672 on Alvalade, $109,482 on Covas, $655,098 on Alvito, $418,276 on other projects in Portugal, $Nil on Slivovo, $235,563 on other projects in Kosovo, $29,621 in Germany, and $72,101 on others.

 

Year ended December 31, 2016 vs. year ended December 31, 2015

 

During the year, the Company continued exploration on several properties with its JV partners, including conducting a drill program and releasing the initial gold resource estimate on the Slivovo project.

 

The comprehensive loss for the year ended December 31, 2016 was $1,900,329, or ($0.03) per share, compared to a comprehensive loss of $1,543,337, or ($0.03) per share, for the year ended December 31, 2015. Mineral exploration expenses were $1,157,878 (Year ended December 31, 2015 - $3,395,193), which were partially offset by advances from optionees of ($581,875) (2015 - $2,654,670).

 

Excluding the non-cash depreciation of $5,176 (2015 - $5,765) and share-based payment of $270,698 (2015 - $192,043) related to the grant and vesting of stock options, the Company’s general and administrative expenses amounted to $807,439 during the year ended December 31, 2016 (2015 - $618,610), an increase of $188,829.

 

The increase in general and administrative expenses was primarily due to higher consulting, investor relations, and professional fees related to the Company’s efforts to raise investor awareness. Consulting fees rose to $266,573 (2015 - $143,100), investor relations rose to $191,544 (2015 - $163,278), and professional fees increased to $202,484 (2015 - $180,836). Listing and filing fees rose slightly to $12,035 (2015 - $10,087), office and


47



administrative increased to $44,867 (2015 - $21,777), and rent declined to $7,308 (2015 - $25,729). Transfer agent fees rose to $8,432 (2015 - $6,335) and travel increased to $61,023 (2015 - $52,130).

 

Other items included foreign exchange gain of $20,536 (2015 - $4,256) which was due to favorable exchange rates; Interest income of $3,056 (2015 - $2,508) as the Company had higher cash balances during the year; Other income was $2,308 (2015 - $1,247). The Company also recorded a write down of due from optionee of $238,705 which is related to the Company’s partner’s default of the Alvalade Joint-Venture.

 

During the year ended December 31, 2016, the Company expensed exploration costs totaling $1,157,878 including $67,182 on Covas, $515,036 on Alvalade, $132,011 on Alvito, $396,588 on other projects in Portugal, a negative amount of $54,734 on Slivovo (due to adjustment of amounts recorded in previous years), $32,718 on other projects in Kosovo, and $69,077 on others.

 

Liquidity and Capital Resources

 

As at December 31, 2018, the Company had a working capital deficit of $448,109 (December 31, 2017 – working capital of $27,102). With respect to working capital, the Company had cash of $106,288 (December 31, 2017 - $182,794) and restricted cash of $Nil (December 31, 2016 - $167,910). The decrease in cash was due to exploration expenditures on the Company’s mineral properties during the year.

 

During the year ended December 31, 2018, the Company conducted three private placements of its common shares. On March 26, 2018, the Company completed a non-brokered private placement of 6,875,000 common share units at a price of $0.08 per unit for gross proceeds of $550,000. Each unit consisted of one common share and one non-transferable warrant, with each warrant exercisable into one common shares at a price of $0.12 until March 26, 2020. On November 9, 2018, the Company completed the first tranche of a non-brokered private placement by issuing 10,000,000 units at a price of $0.05 per unit for gross proceeds of $500,0000. Each unit consisted of one common share and one non-transferable warrant, with each warrant exercisable at a price of $0.10 until November 9, 2021. On December 17, 2018, the Company completed the second tranche of the non-brokered private placement by issuing an additional 4,640,000 common share units at a price of $0.05 per unit for gross proceeds of $232,000. Each unit also consisted of one common share and one non-transferable warrant, with each warrant exercisable into one common share at a price of $0.10 until December 17, 2021. The warrants issued in both the first and second tranches of the private placement have a forced exercise feature whereupon if the closing price of the Company’s common shares is $0.20 or greater for a period of 20 consecutive trading days, the warrant holder will have 30 days to exercise their warrants; otherwise the warrants would then expire on the 31 st day.

 

Subsequent to the year-end, the Company completed the third tranche of the non-brokered private placement by issuing 2,000,000 units at a price of $0.05 per unit for gross proceeds of $100,000. Each unit consists of one common share and one non-transferable warrant, with each warrant exercisable at a price of $0.10 until February 25, 2022. These warrants also contain the same forced exercise feature as the warrants issued in the first two tranches of the placement.

 

As of December 31, 2018, the Company has no outstanding commitments except for a long-term loan to purchase a used vehicle which is repayable in monthly payments totaling $25,127 as of December 31, 2018 which matures on April 5, 2022. The Company has not pledged any of its assets as security for loans other than €86,000 ($134,272) cash pledge for its exploration licenses in Portugal and is not subject to any debt covenants. The Company issues stock in private placements, option payments from joint venture partners, direct funding by joint venture for the exploration of the Company’s properties, and the exercise of warrants, finders’ warrants, and options. The Company believes that sufficient funding from warrants, options, JV partners and the possible sale of additional equity will allow its efforts to continue throughout 2019. If the market conditions prevail or improve, the Company will make adjustment to budgets accordingly.

 

The current property exploration budget for fiscal 2019, exclusive of the amounts to be spent by the Company’s’ joint-venture partners, is approximately €150,000. The General and Administrative expenses for 2019 are budgeted at approximately $1,000,000.


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The Company has financed its operations through the issuance of common shares. The following sales and issuances of common stock have been completed in the last 5 fiscal years.

 

Table No. 5

Common Share Issuances

 

Year

Ended (1)

 

Type of Share Issuance

Number of Common Shares Issued

 

Price

 

Gross Proceeds

 

 

 

 

 

December 31, 2014

Private Placement

4,400,000

$  0.25

$  1,100,000

 

Property License Fees

515,560

0.25

128,890

 

Exercise of Options

150,000

0.10

15,000

 

Exercise of Warrants

946,666

0.15

142,000

 

 

 

 

 

December 31, 2015

Private Placement

10,920,000

$  0.10

$  1,092,000

 

 

 

 

 

December 31, 2016

Private Placement

13,547,000

$  0.10

$  1,354,700

 

Exercise of Options

200,000

0.10

20,000

 

Exercise of Finders’ Options

453,000

0.10

45,300

 

Exercise of Warrants

4,573,000

0.15

685,950

 

 

 

 

 

December 31, 2017

Private Placement

2,500,000

$  0.09

$     225,000

 

Private Placement

10,170,000

0.10

1,017,000

 

 

 

 

 

December 31, 2018

Private Placement

6,875,000

$  0.08

$     550,000

 

Private Placement

14,640,000

0.05

732,000

 

Year Ended December 31, 2018

 

As at December 31, 2018, the Company’s working capital was negative $448,109 (December 31, 2017 – working capital of $27,102).

 

During the year, Operating Activities used cash of ($1,499,073), including the loss for the year of ($1,885,332). Items not involving cash include mineral exploration expenses of $23,796, share-based payments from the granting of stock options of $141,124, and write-down of property deposits of $49,962. Changes in non-cash working capital items include a decrease in VAT receivables of $14,358; an increase in due from optionees of ($14,666); an increase in prepaid expenses and advances of ($24,034); an increase in other receivables of ($93,278); an increase in accounts payable and accrued liabilities of $486,711; a decrease in accounts payable owed by optionees of ($45,464); an increase in due from/to related parties of $39,129; a decrease in funds held for optionees of ($167,910); and exchange difference arising on the translation of foreign subsidiaries was ($23,469).

 

Investing Activities used cash of ($6,810), with the entire amount from purchase of equipment.

 

Financing Activities provided cash of $1,261,467. Proceeds from issuance of common shares provided cash of $1,282,000 and share issue costs used cash of ($20,533).

 

Cash was $106,288 as of December 31, 2018 compared to cash of $350,704 as of December 31, 2017, a decrease of $244,416 during the year.

 

Year Ended December 31, 2017

 

As at December 31, 2017, the Company’s working capital was $27,102 (December 31, 2016 - $484,426).


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During the year, Operating Activities used cash of ($1,479,332), including the loss for the year of ($1,906,297). Items not involving cash include depreciation of $2,589, loss on disposal of equipment of $2,105, Write-down of due from optionee of $1, Write-down of exploration and evaluation assets of $71,289, Mineral exploration expenses of $21,520, and Share-based payments of $110,564.

 

Changes in non-cash working capital items include a decrease in VAT receivables of $6,510; an increase in due from optionees of ($28,557); a decrease in prepaid expenses and advances of $19,818; increase in other receivables of ($11,121); an increase in accounts payable and accrued liabilities of $82,982; a decrease in accounts payable owed by optionees of ($31,124); a decrease in due from/to related parties of ($7,842); an increase in funds held for optionees of $163,735; and exchange difference arising on the translation of foreign subsidiaries was $24,496.

 

Investing Activities provided cash of $123,988. Net proceeds from investments – available for sale provided cash of $84,862. Net proceeds from sale of equipment provided cash of $12,167 and purchase of equipment used cash of ($13,630). Property deposits provided cash of $40,589.

 

Financing Activities provided cash of $1,183,677. Proceeds from issuance of common shares provided cash of $1,242,000 and share issue costs used cash of ($58,323).

 

Cash, included restricted cash of $167,910, was $350,704 as of December 31, 2017 compared to cash of $522,371 as of December 31, 2016, a decrease of $171,667 during the year.

 

Year Ended December 31, 2016

 

As at December 31, 2016, the Company’s working capital was $484,426 (December 31, 2015 - $10,562).

 

During the year, Operating Activities used cash of ($1,722,472), including the loss for the year of ($1,872,121). Items not involving cash include depreciation of $5,176, Write-down of due from optionee of $238,705, Mineral exploration expenses of ($179,800), and Share-based payments of $270,698.

 

Changes in non-cash working capital items include a decrease in VAT receivables of $300,722; a decrease in due from optionees of $68,577; a decrease in prepaid expenses and advances of $65,650; Increase in other receivables of ($19,438); a decrease in accounts payable and accrued liabilities of ($475,300); a decrease in accounts payable owed by optionees of ($80,538); a decrease in due from/to related parties of ($24,176); an increase in funds held for optionees of $4,175; and exchange difference arising on the translation of foreign subsidiaries was ($24,802).

 

Investing Activities provided cash of $53,814, with $2,245 from Net proceeds from investments – available for sale and $51,569 from property deposits.

 

Financing Activities provided cash of $2,029,103. Proceeds from issuance of common shares provided cash of $2,105,950 and share issue costs used cash of ($76,847).

 

Cash, included restricted cash of $4,175, was $522,371 as of December 31, 2016 compared to cash of $161,926 as of December 31, 2015, an increase of $360,445 during the year.

 

The financial statements have been prepared in accordance with International Accounting Standard (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and Interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”).

 

These financial statements have been prepared on a historical cost basis except for certain financial instruments which are measured at their fair value. In addition, these financial statements have been prepared using the accrual basis of accounting, except for cash flow information.


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Basis of preparation

The consolidated financial statements, including comparatives, have been prepared on the basis of IFRS standards that are effective as at December 31, 2018.

 

Basis of Consolidation

The consolidated financial statements include the accounts of the Company and its subsidiaries as follows:

 

 

% of ownership

 

Jurisdiction

Nature of operations

 

 

 

 

MAEPA Empreendimentos Mineiros e Participacoes Lda

100%

Portugal

Exploration

Innomatik Exploration Kosovo LLC

100%

Kosovo

Exploration

Peshter Mining J.S.C (subsequently reduced to 10.15%)

10.29%

Kosovo

Exploration

Avrupa Holdings Inc. (1)

100%

Barbados

Holding

Avrupa Portugal Holdings Inc. (1)

100%

Barbados

Holding

Avrupa Kosovo Holdings Inc. (1)

100%

Barbados

Holding

(1) The companies are in the process of being wound up.

 

All subsidiaries are entities that are controlled, either directly or indirectly. Control is defined as the exposure, or rights, to variable returns from involvement with an investee and the ability to affect those returns through power over the investee. Power over an investee exists when the Company has existing rights that give it the ability to direct the activities that significantly affect the investee’s returns. This control is generally evidenced through owning more than 50% of the voting rights or currently exercisable potential voting rights of a company’s share capital. All of the intra-group balances and transactions, including unrealized profits and losses arising from intra-group transactions, have been eliminated in full. For subsidiaries that the Company controls, but does not own 100% of, the net assets and net profit attributable to outside shareholders are presented as amounts attributable to non-controlling interests in the consolidated statements of financial position and consolidated statements of comprehensive loss.

 

Inter-company balances and transactions, including unrealized income and expenses arising from inter-company transactions, are eliminated in preparing the consolidated financial statements.

 

Interests in Joint Arrangements

A joint arrangement can take the form of a joint venture or joint operation. All joint arrangements involve a contractual arrangement that establishes joint control, which exists only when decisions about the activities that significantly affect the returns of the investee require unanimous consent of the parties sharing control. A joint operation is a joint arrangement in which the Company has rights to the assets and obligations for the liabilities relating to the arrangement. A joint venture is a joint arrangement in which the Company has rights to only the net assets of the arrangement.

 

Joint ventures are accounted for in accordance with the policy “Investments in Associates and Joint Ventures.” Joint operations are accounted for by recognizing the Company’s share of the assets, liabilities, revenue, expenses and cash flows of the joint operation in the consolidated financial statements.

 

Investments in Associates and Joint Ventures

Investments over which the Company exercises significant influence and which it does not control or jointly control are associates. Investments in associates are accounted for using the equity method, except when classified as held for sale. Investments in joint ventures as determined in accordance with the policy “Interests in Joint Arrangements” are also accounted for using the equity method.

 

The equity method involves recording the initial investment at cost and subsequently adjusting the carrying value of the investment for the Company’s proportionate share of the profit or loss, other comprehensive income or loss and any other changes in the associate’s or joint venture’s net assets.


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The Company’s proportionate share of the associate’s or joint venture’s profit or loss and other comprehensive income or loss is based on its most recent financial statements. Adjustments are made to align any inconsistencies between the Company’s accounting policies and the associate’s or joint venture’s policies before applying the equity method. Adjustments are also made to account for depreciable assets based on their fair values at the acquisition date of the investment and for any impairment losses recognized by the associate or joint venture.

 

If the Company’s share of the associate’s or joint venture’s losses equals or exceeds the investment in the associate or joint venture, recognition of further losses is discontinued. After the Company’s interest is reduced to zero, additional losses will be provided for and a liability recognized only to the extent that the Company has incurred legal or constructive obligations to provide additional funding or make payments on behalf of the associate or joint venture. If the associate or joint venture subsequently reports profits, the Company resumes recognizing its share of those profits only after its share of the profits equals the share of losses not recognized.

 

At each statement of financial position date, management considers whether there is objective evidence of impairment in associates and joint ventures. If there is such evidence, management determines if there is a need to record an impairment in relation to the associate or joint venture.

 

Foreign currencies

The Company assesses functional currency on an entity by entity basis based on the related fact pattern; however, the presentation currency used in these consolidated financial statements is determined at management’s discretion.

 

The currency of the parent company, and the presentation currency applicable to these consolidated financial statements, is the Canadian dollar.

 

Transactions in currencies other than the functional currency are recorded at the rates of the exchange prevailing on dates of transactions. At each financial position reporting date, monetary assets and liabilities that are denominated in foreign currencies are translated at the rates prevailing at each reporting date. Non-monetary items denominated in foreign currencies that are measured at fair value are retranslated to the functional currency at the exchange rate at the date the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

 

The Company has determined that the functional currency of its wholly-owned subsidiaries in Europe is the Euro and that the functional currency of its wholly-owned subsidiaries in Barbados is the US dollar. Exchange differences arising from the translation of the subsidiaries’ functional currencies into the Company’s presentation currency are taken directly to the exchange reserve.

 

Exploration and evaluation assets and expenditure

Exploration and evaluation expenditures include the costs of acquiring licenses, costs associated with exploration and evaluation activity, and the fair value (at acquisition date) of exploration and evaluation assets acquired in a business combination. Exploration and evaluation expenditures are expensed as incurred except for expenditures associated with the acquisition of exploration and evaluation assets through a business combination or asset acquisition which are recognized as assets. Costs incurred before the Company has obtained the legal rights to explore an area are recognized in the consolidated statement of comprehensive loss.

 

Capitalized costs, including general and administrative costs, are only allocated to the extent that these costs can be related directly to operational activities in the relevant area of interest where they are considered likely to be recoverable by future exploitation or sale or where the activities have not reached a stage which permits a reasonable assessment of the existence of reserves.

 

Exploration and evaluation assets are assessed for impairment if (i) sufficient data exists to determine technical feasibility and commercial viability, and (ii) facts and circumstances suggest that the carrying amount exceeds the recoverable amount.


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Once the technical feasibility and commercial viability of the extraction of mineral resources in an area of interest are demonstrable, exploration and evaluation assets attributable to that area are first tested for impairment and then reclassified to mining property and development assets within property, plant and equipment.

 

Recoverability of the carrying amount of the exploration and evaluation assets is dependent on successful development and commercial exploitation, or alternatively, sale of the respective areas of interest.

 

Share-based payment transactions

The share option plan allows the Company’s employees and consultants to acquire shares of the Company. The fair value of options granted is recognized as a share-based payment expense with a corresponding increase in equity. An individual is classified as an employee when the individual is an employee for legal or tax purposes (direct employee) or provides services similar to those performed by a direct employee.

 

 

The fair value is measured at grant date and each tranche is recognized on a graded-vesting basis over the period during which the options vest. The fair value of the options granted is measured using the Black-Scholes option pricing model taking into account the terms and conditions upon which the options were granted. At each statement of financial position reporting date, the amount recognized as an expense is adjusted to reflect the actual number of share options that are expected to vest.

 

Loss per share

The Company presents the basic and diluted loss per share data for its common shares, calculated by dividing the loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period. Diluted loss per share is determined by adjusting the loss attributable to common shareholders and the weighted average number of common shares outstanding for the effects of all dilutive potential common shares. In the Company’s case, diluted loss per share is the same as basic loss per share as the effects of including all outstanding options and warrants would be antidilutive.

 

Significant accounting judgments and estimates

The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates. These consolidated financial statements include estimates which, by their nature, are uncertain. The impacts of such estimates are pervasive throughout these consolidated financial statements, and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and further periods if the revision affects both current and future periods.

 

Significant assumptions about the future and other sources of estimation uncertainty that management has made at the consolidated statement of financial position date, that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:

 

Critical judgments

 

The analysis of the functional currency for each entity of the Company. In concluding that the Canadian dollar is the functional currency of the parent, management considered both the funds from financing activities and the currency in which goods and services are paid. The functional currency of its wholly-owned subsidiaries in Europe is the Euro and subsidiaries in Barbados is the US Dollar as management considered the currencies which mainly influence the cost of providing goods and services in those subsidiaries. The Company chooses to report in Canadian dollar as the presentation currency;  

The assessment of indications of impairment of each mineral property and related determination of the net realized value and write-down of those properties where applicable; and  

The determination that the Company will continue as a going concern for the next year.  


53



Provisions

Provisions are recognized in the consolidated statement of financial position when the Company has a legal or constructive obligation as a result of past events and it is probable that an outflow of economic benefit will be required to settle the obligation. If the effect is material, provisions are determined by discounting the expected future cash flows at a pretax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.

 

Financial instruments

 

Adoption of IFRS 9 – Financial Instruments

 

On January 1, 2018, the Company adopted IFRS 9 in accordance with the transitional provisions of the standard. IFRS 9 uses a single approach to determine whether a financial asset is classified and measured at amortized cost or fair value, replacing the multiple rules in IAS 39, Financial Instruments: Recognition and Measurement. Most of the requirements in IAS 39 for classification and measurement of financial liabilities were carried forward in IFRS 9, so the Company’s accounting policy with respect to financial liabilities is unchanged. The change did not impact the carrying value of any of the Company’s financial assets on the transition date.

 

The following financial assets are classified as subsequently measured at amortized cost under both IAS 39 and IFRS 9 - cash, restricted cash, due from optionees, certain other receivables and property deposits.

 

The following financial liabilities are classified as subsequently measured at amortized cost under both IAS 39 and IFRS 9 – funds held for optionees, accounts payable and accrued liabilities, accounts payable owed by optionees, due to related parties and long-term loan. The classification of financial assets is based on how an entity manages its financial instruments and the contractual cash flow characteristics of the financial asset. Transaction costs with respect to financial instruments classified as fair value through profit or loss are recognized as an adjustment to the cost of the underlying instruments.

 

The Company’s financial assets are classified into one of the following two measurement categories:

 

Financial assets held within a business model for the purpose of collecting contractual cash flows (“held to collect”) that represent solely payments of principal and interest (“SPPI”) are measured at amortized cost. Financial assets held within a business model where assets are both held for the purpose of collecting contractual cash flows or sold prior to maturity and the contractual cash flows represent solely payments of principal and interest are measured at FVPL.

 

Income taxes

Income tax on the profit or loss for the periods presented comprises current and deferred tax. Income tax is recognized in profit or loss except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity.

 

Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at period end, adjusted for amendments to tax payable with regards to previous years.

 

Deferred tax is recorded using the statement of financial position liability method, providing for temporary differences, between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: goodwill not deductible for tax purposes; the initial recognition of assets or liabilities that affect neither accounting or taxable loss; nor differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted that are expected to apply when temporary differences are expected to settle.


54



A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. To the extent that the Company does not consider it probable that a future tax asset will be recovered, it provides a valuation allowance against that excess.

 

Additional income taxes that arise from the distribution of dividends are recognized at the same time as the liability to pay the related dividend.

 

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.

 

New accounting standards and interpretations

Certain new accounting standards and interpretations have been published that are not mandatory for the December 31, 2018 reporting period.  The Company has not early adopted the following new and revised standards, amendments and interpretations that have been issued but are not yet effective:

 

IFRS 16 Leases (effective January 1, 2019)  

 

The Company anticipates that the application of the above new and revised standards, amendments and interpretations will have no material impact on its results and financial position.

 

Variation in Operating Results

 

The Company derives interest income on its bank deposits, which depend on the Company's ability to raise funds.

 

Management periodically, through the exploration process, reviews results both internally and externally through mining related professionals.  Decisions to abandon, reduce or expand exploration efforts is based upon many factors including general and specific assessments of mineral deposits, the likelihood of increasing or decreasing those deposits, land costs, estimates of future mineral prices, potential extraction methods and costs, the likelihood of positive or negative changes to the environment, permitting, taxation, labor and capital costs.  There cannot be a pre-determined hold period for any property as geological or economic circumstances render each property unique.

 

The Company's financial statements are stated in Canadian Dollars (CDN$) and are prepared in accordance with IFRS.  The value of the Canadian Dollar in relationship to the US Dollar was $1.36 on December 31, 2018.

 

Research and Development

 

The Company conducts no Research and Development activities, nor is it dependent upon any patents or licenses.

 

Trend Information  

 

The Company knows of no trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the Company’s operations or financial condition.

 

Off-Balance Sheet Arrangements

 

The Company has no Off-Balance Sheet Arrangements.

 

Tabular Disclosure of Contractual Obligations

 

As of December 31, 2018, the Company had a total of €86,000 ($134,272) cash pledged for its exploration licenses in Portugal.


55



Item 6.  Directors, Senior Management and Employees

 

Table No. 6 lists as of April 19, 2019 the names of the Directors of the Company.  The Directors have served in their respective capacities since their election and/or appointment and will serve until the next Annual General Meeting or until a successor is duly elected, unless the office is vacated in accordance with the Articles/By-Laws of the Company.

 

Table No. 6

Directors

 

Name

Country of Residence

 

Age

Date First Elected/Appointed

Paul W. Kuhn

Portugal

 

63

July 8, 2010

Mark T. Brown (1)

Canada

 

51

January 23, 2008

Paul Dircksen (1)

United States

 

73

September 30, 2013

Frank Hogel

Germany

 

46

August 3, 2016

Paul Nelles

Germany

 

72

April 7, 2016

Ross Stringer (1)

Canada

 

67

December 16, 2013

 

(1) Member of Audit Committee.  

 

Members of the audit committee meet periodically to approve and discuss the annual financial statements and each quarterly report before filing and mailing. The committee operates under a written charter as included in the Company's Management Information Circular dated May 14, 2018.  Details of the charter are contained in Item 6, “Board Practices” below.

 

Table No. 7 lists, as of April 19, 2019, the names of the Executive Officers of the Company.  The Executive Officers serve at the pleasure of the Board of Directors.  Paul W. Kuhn is a citizen of the United States; Winnie Wong is a citizen of Canada.

 

Table No. 7

Executive Officers

 

Name

Position

Age

Date of Appointment

Paul W. Kuhn

CEO and President

63

July 8, 2010

Winnie Wong

Chief Financial Officer and

Corporate Secretary

 

44

 

July 8, 2010

 

Paul W. Kuhn, joined Avrupa in July 2010 after working with Metallica Mining in Oslo, Norway since August 2008. He has more than 30 years of experience in the minerals exploration business in North America, Central Asia and Europe. He earned an A.B. Degree from Dartmouth College, US, in 1978, and an M.S. Degree from the University of Montana, US, in 1983.  Mr. Kuhn has worked in a variety of geological terrains, exploring for gold, silver, base metals, uranium, and phosphate deposits, and has spent time as a production geologist in the deep underground mines of the Coeur d`Alene Mining District, historically one of the world’s most important silver districts.  Mr. Kuhn has managed successful exploration programs in the US and Turkey, and was involved in a number of base and precious metal discoveries in Turkey, including the Taç and Çorak polymetallic deposits (presently being developed by Mediterranean Resources), the Cerattepe Cu-Au volcanogenic massive sulfide deposit (held by Inmet Mining), the Altıntepe epithermal Au deposit (being developed by Stratex International), the Diyadın Carlin-style Au deposit (developed by Newmont Mining and currently held by Koza Altin), and the Karakartal porphyry Cu-Au deposit (being developed by Anatolia Minerals).  Mr. Kuhn was also involved with the original mapping and description of the Çöpler porphyry Au deposit (presently under mine construction and development by Anatolia Minerals).


56



Winnie Wong received a Bachelor of Commerce Degree (Honours) from Queen’s University in 1996 and is a member of the Institute of Chartered Professional Accountants of British Columbia.  Since July 1, 2001, she has been Vice President of Pacific Opportunity Capital Ltd.  Her role is to manage the financial administration team and to assist Pacific Opportunity Capital Ltd.’s management group on corporate finance projects. From July 1 to December 31, 2000, Ms. Wong was the controller of Pivotal Corporation, a company providing software, services and support to a variety of businesses.  Between 1996 and 1999, Ms. Wong worked with Deloitte & Touche, Chartered Accountants.  Ms. Wong acts as the CFO and/or Corporate Secretary for other publicly listed companies including Alianza Minerals (since April 2015), Mountain Boy Minerals, (since December 2017), and Strategem Capital Corporation (since May 2005). Ms. Wong spends approximately 30% of her time on the affairs of the Company.

 

Mark T. Brown has been a Chartered Professional Accountant since 1993 and is President of Pacific Opportunity Capital Ltd., a private company which provides small and medium sized companies with financial, equity and management solutions. Mr. Brown received a Bachelor of Commerce Degree from the University of British Columbia in 1990 and is a member of the Institute of Chartered Accountants of British Columbia. He has been a Chartered Accountant since 1993 and is President of Pacific Opportunity Capital Ltd., a private company which provides small and medium sized companies with financial, equity and management solutions. From 1990 to 1994, he worked with PricewaterhouseCoopers before becoming controller of Miramar Mining Corporation. In 1996, he became controller of Eldorado Gold Corporation where his duties included debt and equity financings, international acquisitions, corporate reporting and system implementation. He is one of the founders of Rare Element Resources Ltd., a resource exploration company traded on the NYSE MKT and TSX Exchanges. He also is a former and current officer and director of other public companies. His current officer and directorships include: a Director of Almaden Minerals Ltd., a resource exploration company traded on the NYSE MKT and TSX Exchanges; a Director of Almadex Minerals, a mineral exploration company traded on the TSX Venture Exchange; a Director of Azucar Minerals Ltd., a mineral exploration company traded on the TSX Venture Exchange; a Director of Alianza Minerals Ltd., a mineral exploration company traded on the TSX Venture Exchange; a Director of Mountain Boy Minerals, a mineral exploration company traded on the TSX Venture Exchange; a Director of Strategem Capital Corporation, a merchant banking company traded on the TSX Venture Exchange; a Director of East West Petroleum Corp., an oil and gas company traded on the TSX Venture Exchange; and a Director and Chairman of Sutter Gold Mining Inc., a mineral exploration company traded on the TSX Venture Exchange. Mr. Brown devotes approximately 25% of his time to Company affairs.

 

Dr. Paul Nelles was one of the founders of the Company’s wholly-owned subsidiary Innomatik Exploration Kosovo LLC (“IEK”) and is currently a non-executive director of IEK. Dr. Nelles is the CEO of Peshter Mining Company J.S.C. that holds the Slivovo license in which the Company has 10.29% interest. Dr. Nelles graduated from TU Berlin in 1972 with a degree in mining engineering and obtained a PhD in mineral processing in 1975. He worked internationally in base metal mining for Metallgesellschaft between 1975 and 1991, at which stage he held the position of General Manager Project Development. In 1991, he was employed as technical director and appointed to the executive board of DESTAG, a leading dimension stone producer and worldwide trader. He was subsequently appointed CEO of the company. Dr. Nelles joined Normandy LaSource in France, as executive director for gold production and industrial minerals in 1997. In 2002, he was appointed as the “Trepca Manager” by the United Nations Mission in Kosovo and was promoted to Deputy Managing Director of the Kosovo Trust Agency in 2004, in charge of all major publicly owned enterprises. Since 2006 he has worked as an independent mining industry advisor. Dr. Nelles devotes approximately 25% of his time to Company affairs.

 

Paul Dircksen holds an M.S. in Geology from the Mackay School of Mines at the University of Nevada He has a strong technical background, serving as a team member on ten gold discoveries, seven of which later became operating mines. Mr. Dircksen has over 35 years of experience in the mining and exploration industry, serving in executive, managerial, and technical roles at several companies. He has held senior management positions with a number of resource groups including Orvana Minerals, Lacana Gold, The Cordex Group, Brett Resources, and the Bravo Venture Group. Mr. Dircksen is currently a Vice-President of business development and technical services of Timberline Resources Corporation, a public mineral exploration company which is listed on the TSX Venture Exchange and the NYSE Market. Mr. Dircksen devotes approximately 5% of his time to Company affairs.


57



Ross Stringer holds a Bachelor’s degree from Simon Fraser University where he majored in Commerce and Economics.  He is a Chartered Accountant with extensive experience in the financial services industry as well as in the mineral exploration and operation industry.  Mr. Stringer’s expertise includes advisory and risk-based assurance services at the operational as well as governance levels.  Mr. Stringer’s previous board positions encompass private business in the services industry as well as many public service organizations. Mr. Stringer devotes approximately 5% of his time to Company affairs.

 

Frank Högel has a MBA with a focus on financial management, banking, and international business and management from the University of Nürtingen, Germany. He currently serves as the CEO of Peter Beck Performance Funds GbR and sits on the advisory board of Concept Capital Management. Concept Capital is an asset management company focused on evaluating and investing in Canadian resource companies through equity investments, convertible bonds and gold, silver and copper off-take agreements. Mr. Högel also sits on the board of several other public companies listed on the TSX Venture Exchange, including Canamex Gold Corp., Golden Goliath Resources Ltd., Monarca Minerals Inc., Nicola Mining Inc., and Tembo Gold Corp. Mr. Hogel devotes approximately 5% of his time to Company affairs.

 

Mark Brown, a director of the Company, was formerly a director of Ascent Industries Corp. (“Ascent”), a company listed on the Canadian Securities Exchange. Mr. Brown resigned as a director of Ascent on February 13, 2019. On Friday, March 1, 2019, the Supreme Court of British Columbia issued an order granting Ascent’s application for creditor protection under the Companies’ Creditors Arrangement Act (Canada) (“CCAA”) to address near term liquidity issues.  On April 5, 2019, Ascent sold its Canadian Assets for $41.5 million, repaid all liabilities, and has excess cash on hand such that it expects to be discharged from the CCAA process shortly.

 

Mark Brown, a director of the Company, is a director of Sutter Gold Mining Inc. (“SGM”). On May 6, 2019, SGM received a cease trade order issued by the British Columbia Securities Commission for failure to file audited financial statements and Management’s Discussion & Analysis for the year ended December 31, 2018. SGM’s listing on the TSX Venture Exchange remains suspended until SGM meets TSX Venture Exchange’s requirements and upon the revocation of the cease trade order.

 

Except for the two orders detailed above, no Director and/or Executive Officer has been the subject of any other order, judgment, or decree of any governmental agency or administrator or of any court or competent jurisdiction, revoking or suspending for cause any license, permit or other authority of such person or of any corporation of which he or she is a Director and/or Executive Officer, to engage in the securities business or in the sale of a particular security or temporarily or permanently restraining or enjoining any such person or any corporation of which he or she is an officer or director from engaging in or continuing any conduct, practice, or employment in connection with the purchase or sale of securities, or convicting such person of any felony or misdemeanor involving a security or any aspect of the securities business or of theft or of any felony.

 

There are no arrangements or understandings between any two or more Directors or Executive Officers, pursuant to which he or she was selected as a Director or Executive Officer. No members of the Board of Directors are related.

 

COMPENSATION

 

The Company has no arrangements pursuant to which directors are compensated by the Company for their services in their capacity as directors, or for committee participation.  There are no director’s service contracts providing for benefits upon termination of employment.

 

To assist the Company in compensating, attracting, retaining and motivating personnel, the Company grants incentive stock options under a formal Stock Option Plan which was initially adopted by the directors of the Company on July 29, 2008 and subsequently re-approved by shareholders at every Annual Meeting of shareholders thereafter, up to and including the Annual Meeting on June 20, 2018.

 

Table No. 8 sets forth the compensation paid to the Company’s executive officers and members of its administrative body during the last three years.


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Table No. 8

Summary Compensation Table

All Figures in Canadian Dollars unless otherwise noted

 

 

Name

Fiscal

Year

 

Salary

Stock-based

Compensation

Number of

Options Granted

Other

Compensation

Total

Compensation

 

 

 

 

 

 

 

Paul W. Kuhn

CEO, President and

Director (1) (2)

2018

2017

2016

$ 253,968

265,828

265,571

$   11,505

16,880

16,270

150,000

200,000

100,000

$    61,430

53,262

67,972

$  326,903

335,970

349,813

 

 

 

 

 

 

 

Winnie Wong,

CFO and

Corporate Secretary (3)

2018

2017

2016

N/A

N/A

N/A

$    9,588

12,660

16,270

125,000

150,000

100,000

$  228,445

218,690

236,975

$  238,043

231,350

253,245

 

 

 

 

 

 

 

Mark T. Brown,

Director (4)

2018

2017

2016

N/A

N/A

N/A

$    9,588

12,660

48,810

125,000

150,000

300,000

$         Nil

Nil

Nil

$    9,588

12,660

48,810

 

 

 

 

 

 

 

Paul Dircksen,

Director

2018

2017

2016

N/A

N/A

N/A

$    7,670

4,220

16,270

100,000

50,000

100,000

$         Nil

Nil

Nil

$      7,670

4,220

16,270

 

 

 

 

 

 

 

Ross Stringer,

Director

2018

2017

2016

N/A

N/A

N/A

$   7,670

4,220

16,270

100,000

50,000

100,000

$         Nil

Nil

Nil

$ 7,670

4,220

16,270

 

 

 

 

 

 

 

Paul Nelles,

Director

2018

2017

N/A

N/A

$     7,670

4,220

100,000

50,000

$         Nil

Nil

$  7,670

4,220

 

 

 

 

 

 

 

Frank Hogel,

Director

2018

2017

N/A

N/A

$   7,670

4,220

100,000

50,000

$         Nil

Nil

$   7,670

4,220

 

(1) “Other Compensation” for Paul W. Kuhn is for housing allowance.  

(2) Paul W. Kuhn’s salary is paid in Euros.  The dollar amounts are calculated based on a conversion rate of Euros to Canadian dollars as at the average rate of the year.  

(3) POC, a company of which Mark Brown is the President and of which Winnie Wong is the Vice President, charged a total of $228,445, $218,690, and $236,975 for rent and accounting and management fees for a team of four people during financial years ended December 31, 2018, December 31, 2017, and December 31, 2016, respectively.  

(4) Mark T. Brown resigned as Chief Executive Officer and President on July 8, 2010 and Paul W. Kuhn was appointed Chief Executive Officer and President. POC, a company of which Mark Brown is the President and of which Winnie Wong is the Vice President, charged a total of $228,445, $218,690 and $236,975 for rent and accounting and management fees for a team of four people during financial years ended December 31, 2018, December 31, 2017, and December 31, 2016, respectively.  

 

No funds were set aside or accrued by the Company during fiscal 2018 to provide pension, retirement or similar benefits for Directors or Executive Officers.

 

Board Practices

 

The Board of Directors’ mandate is to manage or supervise the management of the business and affairs of the Company and to act with a view to the best interests of the Company. The Company’s corporate governance practices are the responsibility of the Board.


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Management has been delegated the responsibility for meeting defined corporate objectives, implementing approved strategic and operating plans, carrying out the Company's business in the ordinary course, evaluating business opportunities, recruiting staff and complying with applicable regulatory requirements. The Board facilitates its independent supervision over management by reviewing and approving long-term strategic, business and capital plans, material contracts and business transactions, all debt and equity financing transactions. Through its Audit Committee, the Board examines the effectiveness of the Company's internal control processes. The Board reviews and sets executive compensation and recommends incentive stock options.

 

The Board facilitates its exercise of independent supervision over management by ensuring that a majority of its members are independent of the Company. Directors are considered to be independent if they have no direct or indirect material relationship with the Company. A "material relationship" is a relationship which could, in the view of the Company's Board, be reasonably expected to interfere with the exercise of a director's independent judgment. Currently, the Company has two non-independent directors. Paul W. Kuhn serves as CEO and President of the Company, and Paul Nelles is a non-executive director of IEK and CEO of Peshter Mining Company J.S.C., the company that holds the Slivovo license in which the Company has a 10.15% interest.

 

The Board considers its size each year when it considers the number of directors to recommend to the shareholders for elections at the annual meeting of shareholders, taking into account the number required to carry out the Board's duties effectively and to maintain a diversity of views and experience. At the Annual General Meeting of Shareholders held on June 20, 2018, shareholders approved the resolution to set the current Board at 6 members. The Board does not have a nominating committee, and these functions are currently performed by the Board as a whole. However, if there is a change in the number of directors required by the Company, this policy will be reviewed. When new directors are appointed, they receive orientation on the Company's business, current projects and the industry. Board meetings may also include presentations by the Company's management and employees to give the directors additional insight into the Company's business.

 

The Board has found that the fiduciary duties placed on individual directors by the Company's governing corporate legislation and the common law and the restrictions placed by applicable corporate legislation on an individual directors' participation in decisions of the Board in which the director has an interest have been sufficient to ensure that the Board operates independently of management and in the best interests of the Company.

 

The Board of Directors met two times in person during fiscal 2018, and various other matters were discussed telephonically during the year and all other matters were approved by resolutions.

 

Audit Committee

The Audit Committee is a committee of the board of directors to which the Board has delegated its responsibility for oversight of the nature and scope of the annual audit, management’s reporting on internal accounting standards and practices, financial information and accounting systems and procedures, financial reporting and statements and recommending, for Board approval, the audited financial statements and other mandatory disclosure releases containing financial information.  The objectives of the Committee are:

 

1. To assist directors in meeting their responsibilities (especially for accountability) in respect of the preparation and disclosure of the financial statements of the Company and related matters;  

 

2. To provide effective communication between directors and external auditors appointed by the Company;  

 

3. To enhance the external auditors’ independence; and  

 

4. To increase the credibility and objectivity of financial reports.  

 

Membership of Committee

The Committee shall be comprised of at least three directors of the Company, all of whom shall be “financially literate” as defined by National Instrument 52-110 - Audit Committees. The Board shall have the power to appoint the Committee Chairman.


60



Meetings

At all meetings of the Committee every question shall be decided by a majority of the votes cast.  In case of an equality of votes, the Chairman of the meeting shall not be entitled to a second or casting vote. A quorum for meetings of the Committee shall be a majority of its members, and the rules for calling, holding, conducting and adjourning meetings of the Committee shall be the same as those governing the Board.

 

Meetings of the Committee should be scheduled to take place at least four times per year.  Minutes of all meetings of the Committee shall be taken. The Committee shall report the results of meetings and reviews undertaken and any associated recommendations to the Board.

 

The Committee shall meet with the external auditors at least once per year (in connection with the preparation of the year-end financial statements) and at such other times as the external auditors and the Committee consider appropriate.

 

Mandate and Responsibilities of Committee

It is the responsibility of the Committee to oversee the work of the external auditors, including resolution of disagreements between management and the external auditors regarding financial reporting. It is the responsibility of the Committee to satisfy itself on behalf of the Board with respect to the Company’s internal control system:

 

identifying, monitoring and mitigating business risks; and  

ensuring compliance with legal, ethical and regulatory requirements.  

 

It is a responsibility of the Committee to review the annual financial statements of the Company prior to their submission to the Board for approval.  The process should include but not be limited to:

 

reviewing changes in accounting principles, or in their application, which may have a material impact on the current or future years’ financial statements;  

reviewing significant accruals or other estimates such as the ceiling test calculation;  

reviewing accounting treatment of unusual or non-recurring transactions;  

ascertaining compliance with covenants under loan agreements;  

reviewing disclosure requirements for commitments and contingencies;  

reviewing adjustments raised by the external auditors, whether or not included in the financial statements;  

reviewing unresolved differences between management and the external auditors; and  

obtaining explanations of significant variances within comparative reporting periods.  

 

The Committee is to review the financial statements (and make a recommendation to the Board with respect to their approval), prospectuses, management discussion and analysis and all public disclosure containing audited or unaudited financial information before release and prior to Board approval.  The Committee must be satisfied that adequate procedures are in place for the review of the Company’ disclosure of all other financial information and shall periodically access the accuracy of those procedures.

 

With respect to the appointment of external auditors by the Board, the Committee shall:

 

recommend to the Board the appointment of the external auditors;  

recommend to the Board the terms of engagement of the external auditors, including the compensation of the external auditors and a confirmation that the external auditors shall report directly to the Committee; and  

when there is to be a change in auditors, review the issues related to the change and the information to be included in the required notice to securities regulators of such change.  


61



The Committee shall review with external auditors (and the internal auditor if one is appointed by the Company) their assessment of the internal controls of the Company, their written reports containing recommendations for improvement, and management’s response and follow-up to any identified weaknesses.  The Committee shall also review annually with the external auditors their plan for their audit and, upon completion of the audit, their reports upon the financial statements of the Company and its subsidiaries. The Committee must pre-approve all non-audit services to be provided to the Company or its subsidiaries by the external auditors.  The Committee may delegate to one or more members the authority to pre-approve non-audit services, provided that the member(s) report to the Committee at the next scheduled meeting such pre-approval and the member(s) comply with such other procedures as may be established by the Committee from time to time.

 

The Committee shall review risk management policies and procedures of the Company (i.e. hedging, litigation and insurance).

 

The Committee shall establish a procedure for:

 

the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters; and  

the confidential, anonymous submission by employees and agents of the Company of concerns regarding questionable accounting or auditing matters.  

 

The Committee shall review and approve the Company’ hiring policies regarding employees and former employees of the present and former external auditors of the Company. It shall have the authority to investigate any financial activity of the Company.  All employees of the Company are to cooperate as requested by the Committee.

 

The Committee may retain any person having special expertise and/or obtain independent professional advice to assist in filling their responsibilities at the expense of the Company without any further approval of the Board.

 

The current Audit Committee members are Mark T. Brown, Paul Dircksen and Ross Stringer.

 

Staffing

 

The Company currently has 6 employees (2017 – 6; 2016 – 7) and 2 executive officers (2017 – 2; 2016 – 2). Of the employees, 4 are located in Portugal, including 1 manager, 1 accounting/administrator, 1 landsman, and 1 geologist. 2 employees are located in Kosovo, and include 1 geologist and 1 administrator. All of the Company’s prior employees in Kosovo are currently working for Peshter Mining J.S.C., which is 10.15% owned by the Company.

 

Management, administrative and secretarial functions in Vancouver are provided by Pacific Opportunity Capital Ltd., a private company of which Mark T. Brown, a director of the Company, is the president and director.

 

Share Ownership

 

The Registrant is a publicly owned Canadian corporation, the shares of which are owned by U.S. residents, Canadian residents and other foreign residents.  The Registrant is not controlled by another corporation as described below.

 

Table No. 9 lists, as of April 19, 2019, Directors and Executive Officers who beneficially own the Registrant's voting securities and the amount of the Registrant's voting securities owned by the Directors and Executive Officers as a group.  


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Title of Class

Name of Beneficial Owner

Amount and Nature of Beneficial Ownership

Percent of Class

 

 

 

 

Common

Paul W. Kuhn (1)

1,779,500

1.60%

Common

Winnie Wong (2)

700,000

0.63%

Common

Mark T. Brown (3)

19,571,334

17.29%

Common

Paul Dircksen (4)

450,000

0.41%

Common

Frank Hogel (5)

908,000

0.82%

Common

Paul Nelles (6)

955,791

0.86%

Common

Ross Stringer (7)

710,000

0.64%

 

Total Directors/Officers

25,074,625

21.44%

 

(1) 800,000 of these shares represent currently exercisable stock options and 254,000 represent currently exercisable share purchase warrants.  

(2) 600,000 of these shares represent currently exercisable stock options.  

(3) 9,721,334 of these common shares are held by Pacific Opportunity Capital Ltd. a private company controlled by Mark T. Brown. 6,350,000 of the common shares are held in Mr. Brown’s RRSP. 625,000 common shares are held in the name of Spartacus Management Inc., a private company over which Mr. Brown has control and 545,000 are common shares held by Mr. Brown directly. 850,000 of these shares represent currently exercisable common share purchase options. 1,630,000 are currently exercisable share purchase warrants held by Pacific Opportunity Capital Ltd., and 300,000 are warrants held by Spartacus Management Inc.  

(4) 450,000 of these shares represent currently exercisable stock options.  

(5) 508,000 of these shares represent currently exercisable stock options and 200,000 are currently exercisable share purchase warrants.  

(6) 450,000 of these shares represent currently exercisable stock options  

(7) Of these shares, 200,000 are common shares held by Ross G. Stringer Inc., a company controlled by Mr. Stringer, and 60,000 are common shares held by Mr. Stringer directly. 450,000 of these shares represent currently exercisable stock options.  

 

Based upon 110,433,797 common shares outstanding as of April 19, 2019, share purchase warrants and Stock options held by each beneficial holder exercisable within sixty days as detailed in Table No. 14 “Stock Options Outstanding” below.

 

Item 7.  Major Shareholders and Related Party Transactions

 

The Registrant is a publicly owned Canadian corporation, the shares of which are owned by U.S. residents, Canadian residents and other foreign residents.  The Registrant is not controlled by another corporation as described below.  The Company's common shares are issued in registered form and the following information is taken from the records of TSX Trust Company, 650 West Georgia Street, Suite 2700, Vancouver, BC V6B 4N9.

 

On April 19, 2019, the shareholders' list for the Company's common shares showed 76 registered shareholders, including depositories, and 110,433,797 common shares issued and outstanding. Of the total registered shareholders, 27 are resident in Canada holding 96,930,276 common shares, or 88% of the total issued and outstanding; 35 shareholders are resident in the United States holding 7,431,694 common shares, or 7% of the issued and outstanding, and 14 shareholders are resident of other nations holding 6,071,827 common shares, or 5% of the issued and outstanding.

 

The Company is aware of one person/company who beneficially own 5% or more of the Registrant's voting securities. Table No. 10 lists as of April 19, 2019 persons and/or companies holding 5% or more beneficial interest in the Company’s outstanding common stock.


63



Table No. 10

5% or Greater Shareholders

 

Title of Class

Name of Owner

Amount and Nature of Beneficial Ownership

Percent of Class

 

 

 

 

Common

Mark T. Brown (1)

19,571,334

17.29%

 

(1) 9,721,334 of these common shares are held by Pacific Opportunity Capital Ltd. a private company controlled by Mark T. Brown. 6,350,000 of the common shares are held in Mr. Brown’s RRSP. 625,000 common shares are held in the name of Spartacus Management Inc., a private company over which Mr. Brown has control and 545,000 are common shares held by Mr. Brown directly. 850,000 of these shares represent currently exercisable common share purchase options. 1,630,000 are currently exercisable share purchase warrants held by Pacific Opportunity Capital Ltd., and 300,000 are warrants held by Spartacus Management Inc.  

 

Based upon 110,433,797 common shares outstanding as of April 19, 2019, share purchase warrants and Stock options held by each beneficial holder exercisable within sixty days as detailed in Table No. 14 “Stock Options Outstanding” below.

 

No shareholders of the Company have different voting rights from any other shareholder.

 

RELATED PARTY TRANSACTIONS

 

The Company had the following related party transactions for the years ended December 31, 2018, December 31, 2017, and December 31, 2016:

 

 

Services

Expenses

Incurred

During the

Year Ended

December 31,

2018

Expenses

Incurred

During the

Year Ended

December 31,

2017

Expenses

Incurred

During the

Year Ended

December 31,

2016

Amounts due to:

 

 

 

 

Pacific Opportunity Capital Ltd. (a)

Rent, management and accounting services

$  228,455

$  218,690

$   236,975

Paul W. Kuhn

Geological, housing allowance

and school payment

 

$  326,903

 

$  335,970

 

$   349,813

Paul L. Nelles (b)

Salaries and share-based payment

$    27,620

$    23,320

$     35,387

Mineralia (c)

Geological consulting

$  157,536

$  198,089

$   239,882

B&B Renting and Consulting (d)

Rent

$          Nil

$    42,026

$     26,293

Adriano Barros (c, d)

Share-based payment

$      5,369

$    16,880

$     11,389

TOTAL:

 

$  745,883

$  834,975

$   899,739

 

(a) Pacific Opportunity Capital Ltd., a company controlled by, Mark Brown, a director of the Company  

(b) Paul L. Nelles is a director.  

(c) Mineralia, a private company partially owned by Adriano Barros, the general manager of MAEPA.  

(d) B&B Renting and Consulting is a private company partially owned by Adriano Barros, the general manager of MAEPA.  

 

Item 8.  Financial Information

 

The financial statements as required under Item #18 are attached hereto and found immediately following the text of this Annual Report.  The audit report of DeVisser Gray LLP, Chartered Accountants, is included herein immediately preceding the financial statements and schedules.


64



Current Legal Proceedings

 

The Company knows of no material, active or pending, legal proceedings against them; nor is the Company involved as a plaintiff in any other material proceeding or pending litigation.  The Company knows of no active or pending proceedings against anyone that might materially adversely affect an interest of the Company.

 

Dividends

 

The Company has not declared any dividends on its common shares since inception and does not anticipate that it will do so in the foreseeable future.  The present policy of the Company is to retain future earnings, if any, for use in its operations and the expansion of its business.

 

Item 9.  Offer and Listing of Securities

 

As of December 31, 2018, the end of the Company's most recent fiscal year, the authorized capital of the Company consisted of an unlimited number of Common Shares without par value.  There were 108,433,797 common Shares issued and outstanding as of December 31, 2018 and 110,433,797 common shares issued and outstanding as of April 19, 2019.

 

NATURE OF TRADING MARKET

 

The Company's common shares trade on the TSX Venture Exchange in Vancouver, British Columbia, Canada under the stock symbol is “AVU”. The CUSIP number is 05453A108 . The Company's common shares are not registered to trade in the United States in the form of American Depository Receipts (ADR's) or similar certificates.

 

Table No. 11 lists the high, low and closing sale prices on the TSX Venture Exchange for the Company's common shares for:

 

each of the last six months ending March 31, 2019;  

 

each of the last twelve fiscal quarters ending the three months ended March 31, 2019; and  

 

each of the last five fiscal years ended December 31, 2018.  

 

The Company was incorporated on January 23, 2008 under the Business Corporations Act of British Columbia. The Company became a “Capital Pool Company” as defined in the Exchange’s Listing Policy 2.4 and its common shares began trading on the Exchange on September 2, 2008. The Company completed its Qualifying Transaction (“QT”) on July 13, 2010 to acquire 90% of the issued and outstanding shares in MAEPA Empreendimentos Mineiros e Participacoes Lda., a private Portugese company (“MAEPA”) and (b) 92.5% of the issued and outstanding shares of Innomatik Exploration Kosovo LLC, a private Kosovo company (“Innomatik”).  The Company received the final approval from the Exchange for its QT and its common shares resumed trading under its current name and trading symbol “AVU.V” as of July 14, 2010.


65



Table No. 11

TSX Venture Exchange

Common Shares Trading Activity

 

 

- Sales-

 

Canadian Dollars

Period

High

Low

Close

 

 

 

 

March 2019

$0.06

$0.04

$0.05

February 2019

$0.07

$0.05

$0.06

January 2019

$0.07

$0.05

$0.07

December 2018

$0.06

$0.04

$0.05

November 2018

$0.06

$0.04

$0.06

October 2018

$0.06

$0.04

$0.05

 

 

 

 

Three Months Ended   3/31/19

$0.07

$0.04

$0.05

Three Months Ended 12/31/18

$0.06

$0.04

$0.05

Three Months Ended   9/30/18

$0.11

$0.05

$0.06

Three Months Ended   6/30/18

$0.12

$0.07

$0.12

Three Months Ended   3/31/18

$0.09

$0.06

$0.09

Three Months Ended 12/31/17

$0.09

$0.06

$0.06

Three Months Ended   9/30/17

$0.11

$0.08

$0.08

Three Months Ended   6/30/17

$0.13

$0.09

$0.10

Three Months Ended   3/31/17

$0.14

$0.09

$0.09

Three Months Ended 12/31/16

$0.17

$0.09

$0.12

Three Months Ended   9/30/16

$0.25

$0.11

$0.17

Three Months Ended   6/30/16

$0.13

$0.08

$0.10

 

 

 

 

Year Ended 12/31/18

$0.12

$0.04

$0.05

Year Ended 12/31/17

$0.14

$0.06

$0.06

Year Ended 12/31/16

$0.25

$0.08

$0.12

Year Ended 12/31/15

$0.38

$0.07

$0.11

Year Ended 12/31/14

$0.40

$0.08

$0.29

 

On September 12, 2012, the Company’s common shares began trading on the Frankfurt Stock Exchange in Germany under the symbol “8AM”. Table 11a lists the high, low and closing sale prices on the Frankfurt Stock Exchange for the Company's common shares since inception of trading.

 

Table No. 11a

Frankfurt Stock Exchange

Common Shares Trading Activity

 

 

- Sales-

 

Euros

Period

High

Low

Close

 

 

 

 

September 2012 to March 2019

€0.25

€0.029

€0.029

 

Table No. 12 lists, as of April 19, 2019, share purchase warrants outstanding, the exercise price, and the expiration date of the share purchase warrants.


66



Table No. 12

Share Purchase Warrants Outstanding

 

Number of Share Purchase Warrants Outstanding

 

Exercise Price/share

 

Expiration Date

13,547,000

$0.15

July 4, 2019

6,875,000

$0.12

March 26, 2020

10,170,000

$0.15

July 12, 2020

10,000,000

$0.10

November 9, 2021*

4,640,000

$0.10

December 17, 2012*

Total:    45,232,000

 

 

 

* These warrants contain a forced exercise price. If the closing price of the Company’s shares is $0.20 or greater for a period of 20 consecutive trading days, the warrant holder will have 20 days to exercise their warrants. Otherwise, the warrants will expire on the 31 st day.  

 

Table No. 13 lists, as of April 19, 2019, finder’s options outstanding, the exercise price, and the expiration date of the finder’s options.

 

Table No. 13

Finder’s Options Outstanding

 

Number of Finder’s Options Outstanding

 

Exercise Price/share

 

Expiration Date

411,250

$0.10

July 4, 2019 *

Total:       411,250

 

 

 

* The finder’s options are exercisable into units, with each unit consisting of one common share and one warrant exercisable until July 4, 2019 at $0.15.  

 

American Depository Receipts .

 

Not applicable.

 

Other Securities to be Registered

 

Not applicable

 

Current Canadian Trading Market

 

The Company's common stock is currently listed and trading on the TSX Venture Exchange (“TSX-V”).

 

The TSX-V was created through the acquisition of the Canadian Venture Exchange by the Toronto Stock Exchange.  The Canadian Venture Exchange was a result of the merger between the Vancouver Stock Exchange and the Alberta Stock Exchange which took place on November 29, 1999. On August 1, 2001, the Toronto Stock Exchange completed its purchase of the Canadian Venture Exchange from its member firms and renamed the Exchange the TSX Venture Exchange. The TSX-V currently operates as a complementary but independent exchange from its parent.

 

The initial roster of the TSX-V was made up of venture companies previously listed on the Vancouver Stock Exchange or the Alberta Stock Exchange and later incorporated junior listings from the Toronto, Montreal and Winnipeg Stock Exchanges. The TSX-V is a venture market as compared to the TSX Exchange which is Canada’s senior market and the Montreal Exchange which is Canada’s market for derivatives products.


67



The TSX-V is a self-regulating organization owned and operated by the TSX Group.  It is governed by representatives of its member firms and the public.

 

The TSX Group acts as a business link between TSX Venture Exchange members, listed companies and investors.  TSX-V policies and procedures are designed to accommodate companies still in their formative stages and recognize those that are more established. Listings are predominately small and medium sized companies.

 

Regulation of the TSX Venture Exchange, its member firms and its listed companies is the responsibility of Investment Industry Regulatory Organization of Canada ("IIROC"). IIROC is a not-for-profit, independent Canadian self-regulatory organization that, among other things, oversees trading in exchanges and marketplaces.

 

IIROC administers, oversees and enforces the Universal Market Integrity Rules (“UMIR”). To ensure compliance with UMIR, IIROC monitors real-time trading operations and market-related activities of marketplaces and participants, and also enforces compliance with UMIR by investigating alleged rule violations and administering any settlements and hearings that may arise in respect of such violations.

 

Investors in Canada are protected by the Canadian Investor Protection Fund (“CIPF”). The CIPF is a private trust fund established to protect customers in the event of the insolvency of a member of any of the following Self-Regulatory Organizations: the TSX Venture Exchange, the Montreal Exchange, the TSX, the Toronto Futures Exchange and the IIROC.

 

Item 10.  Additional Information

 

Share Capital

 

The Company has financed its operations through the issuance of common shares through private placements, and the exercise of stock options. The changes in the Company’s share capital during the last 3 fiscal years are as follows:

 

During the year ended December 31, 2018, the Company completed two private placements of common shares. On March 28, 2018, the company completed a non-brokered private placement by issuing 6,875,000 Units at a price of $0.08 per Unit for gross proceeds of $550,000. Each Unit consisted of one common share and one non-transferable warrnt, with each warrant exercisable into one additional common shares at a price of $0.12 until March 26, 2020. On November 9, 2018, the Company closed the first tranche of a non-brokered private placement of 10,000,000 Units at a price of $0.05 per Unit for gross proceeds of $500,000, and on December 17, 2018 closed the second tranche by issuing 4,640,000 Units at price of $0.05 for gross proceeds of $232,000. Each Unit consists of one common share and one non-transferable warrant, with each warrant exercisable into one additional common share at a price of $0.10 until November 9, 2021 for the first tranche and until December 17, 2021 for the second tranche. If, however, the closing price of the Company’s common shares is $0.20 or greater for a period of 20 consecutive trading days, the warrants will expire on the earlier of the 30 th day after such notice is given and the original expiry date.

 

During the year ended December 31, 2017, the Company completed two private placements of its common shares. On April 20, 2017, the Company completed a non-brokered private placement of 2,500,000 common shares at a price of $0.09 per share for gross proceeds of $225,000. On July 12, 2017, the Company completed a non-brokered private placement of 10,170,000 units at a price of $0.10 per unit for gross proceeds of $1,017,000. Each unit consisted of one common share and one non-transferable warrant, with each warrant exercisable at a price of $0.15 until July 12, 2020.

 

During the year ended December 31, 2016, the Company completed a non-brokered private placement of 13,547,000 units issued at a price of $0.10 per Unit for gross proceeds of $1,354,700. Each Unit consists of one common share and one non-transferable warrant. Each warrant entitles the holder to purchase one additional common share for a 3 year period at a price of $0.15.  411,250 finder’s options were issued as part of the financing.  Each of finder’s option is exercisable into one Unit at a price of $0.10 for a period of 36 months. Each Unit consists


68



of one common share and one non-transferable warrant exercisable for a 3 year period at a price of $0.15. The Company also issued common shares pursuant to the exercise of 4,573,000 warrants for cash proceeds of $685,950; 200,000 common shares pursuant to the exercise of 200,000 stock options for cash proceeds of $20,000; and 453,000 common shares pursuant to the exercise of 453,000 finder’s options for cash proceeds of $45,300.

 

Shares Issued for Assets Other Than Cash

 

During the year ended December 31, 2018, the Company issued no shares for assets other than cash.

 

During the year ended December 31, 2017, the Company issued no shares for assets other than cash.

 

During the year ended December 31, 2016, the Company issued no shares for assets other than cash.

 

During the year ended December 31, 2015, the Company issued no shares for assets other than cash.

 

During the year ended December 31, 2014, the Company issued 515,560 common shares of the Company at a fair value of $128,890 to satisfy the payment of the Glavej and Kamenica licenses. The agreed-upon payment was the equivalent of €50,000 in cash or shares per license.

 

During the year ended December 31, 2013, the Company issued 450,000 common shares to the non-controlling interest owners for the purchase of the remaining 7.5% of Innomatik not already owned. The shares were issued at a deemed price of $0.105 per share ($47,250).

 

Shares Held By Company

 

No Disclosure Necessary-

 

Stock Options

 

Stock Options to purchase securities from Registrant can be granted to Directors, Officers, Employees and Consultants of the Company on terms and conditions acceptable to the regulatory authorities in Canada, notably the TSX Venture Exchange.

 

The Company has a Rolling Stock Option Plan (the "Plan") which is required to be approved by shareholders annually. The Plan was initially adopted by the directors of the Company on July 29, 2008 and subsequently re-approved by shareholders at every Annual Meeting of shareholders thereafter, up to and including the Annual Meeting held on June 20, 2018. Under the Plan, stock options may be issued to qualified Officers, Directors, Employees and Consultants. The number of common shares reserved for issuance under the Plan is 10% of the currently issued common shares of the Company.

 

Under the Plan, the exercise price of the option may not be less than the closing price of the common shares on the TSX Venture Exchange on the day immediately preceding the date of grant, less the applicable discount allowed by the policies on the TSX Venture Exchange. An option granted under the Plan must be exercised within a period of five years from granting. Within this five year period, the Company's Board of Directors may determine the limitation period during which an option may be exercised and whether a particular grant will have a minimum vesting period. Any agreement to decrease the option price of options previously granted to insiders will require the approval of "disinterested shareholders", which is defined as approval by a majority of the votes cast at the Meeting other than votes attaching to shares of the Company beneficially owned by insiders of the Company to whom options may be granted under the Plan, and associates of such persons.

 

A complete copy of the Company’s Stock Option Plan as approved by shareholders at the Annual General Meeting held on June 5, 2012 has been included as an exhibit to the Company’s Form 20-F Registration Statement.


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The names and titles of the Directors/Executive Officers of the Registrant to whom outstanding stock options have been granted and the numbers of common shares subject to such options are set forth in Table No. 14 as of April 19, 2019, as well as the number of options granted to Directors and all employees as a group.

 

Table No. 14

Stock Options Outstanding

 

 

 

 

Name

Number of

Shares of

Common

Stock

Number of

Options

Currently

Vested

 

CDN$

Exercise

Price

 

 

Expiration

Date

 

 

 

 

 

Paul W. Kuhn

President and CEO

350,000

100,000

200,000

150,000

350,000

100,000

200,000

150,000

$0.10

0.18

0.10

0.10

July 15, 2020

September 26, 2021

April 26, 2022

March 14, 2023

 

 

 

 

 

Winnie Wong,

Chief Financial Officer

& Corporate Secretary

225,000

100,000

150,000

125,000

225,000

100,000

150,000

125,000

$0.10

0.18

0.10

0.10

July 15, 2020

September 26, 2021

April 26, 2022

March 14, 2023

 

 

 

 

 

Mark T. Brown,

Director

275,000

300,000

150,000

125,000

275,000

300,000

150,000

125,000

$0.10

0.18

0.10

0.10

July 15, 2020

September 26, 2021

April 26, 2022

March 14, 2023

 

 

 

 

 

Paul Dircksen,

Director

200,000

100,000

50,000

100,000

200,000

100,000

50,000

100,000

$0.10

0.18

0.10

0.10

July 15, 2020

September 26, 2021

April 26, 2022

March 14, 2023

 

 

 

 

 

Frank Hogel,

Director

250,000

50,000

100,000

108,000

250,000

50,000

100,000

108,000

0.18

0.10

0.10

0.05

September 26, 2021

April 26, 2022

March 14, 2023

January 7, 2024

 

 

 

 

 

Paul Nelles,

Director

200,000

100,000

50,000

100,000

200,000

100,000

50,000

100,000

$0.10

0.18

0.10

0.10

July 15, 2020

September 26, 2021

April 26, 2022

March 14, 2023

 

 

 

 

 

Ross Stringer,

Director

200,000

100,000

50,000

100,000

200,000

100,000

50,000

100,000

$0.10

0.18

0.10

0.10

July 15, 2020

September 26, 2021

April 26, 2022

March 14, 2023

 

 

 

 

 

Employees/Consultants

565,000

525,000

610,000

1,000,000

40,000

75,000

565,000

525,000

610,000

1,000,000

40,000

75,000

$0.10

0.18

0.10

0.10

0.10

0.05

July 15, 2020

September 26, 2021

April 26, 2022

March 14, 2023

March 26, 2023

January 7, 2024

 

 

 

 

 

Total Officers and Directors

4,108,000

4,108,000

 

 

 

 

 

 

 

Total Employees/Consultants

2,815,000

2,815,000

 

 

 

 

 

 

 

Total Officers/Directors/

Employees and Consultants

 

6,623,000

 

6,923,000

 

 


70



Resolutions/Authorization/Approvals

 

-No Disclosure Necessary-

 

Memorandum and Articles of Association

 

The Company was incorporated on January 23, 2008 under the Business Corporations Act of British Columbia under the name “Everclear Capital Ltd.” On July 7, 2010, the Company changed its name to “Avrupa Minerals Ltd.”

 

There are no restrictions on the business the Company may carry on in the Articles of Incorporation.

 

Under the Company’s articles and bylaws any director or senior officer that has a disclosable interest in a contract or transaction shall be liable to account to the Company for any profits that accrue to the director or senior officer under or as a result of the contract or transaction unless disclosure is made thereof and the contract or transaction is approved in accordance with the provisions of the Business Corporations Act of British Columbia . A director is not allowed to vote on any transaction or contract with the Company in which he has a disclosable interest unless all directors have a disclosable interest in that transaction or contract, in which case all of those directors may vote on such resolution. A director or senior officer who holds any office or possesses any property, right or interest that could result, directly or indirectly, in the creation of a duty or interest that materially conflicts with that individual's duty or interest as a director or senior officer, must disclose the nature and extent of the conflict as required by the Business Corporations Act of British Columbia .

 

Section 16 of the Company’s bylaws address the duties of the directors, while Part 8 discusses the Borrowing Powers. The Company may, if authorized by the directors, may:

 

a) borrow money in the manner and amount, on the security, from the sources and on the terms and conditions that they consider appropriate  

 

b) issue bonds, debentures and other debt obligations either outright or as security for any liability or obligation of the Company or any other person and at such discounts or premiums and on such other terms as they consider appropriate;  

 

c) guarantee the repayment of money by any other person or the performance of any obligation of any other person; and  

 

d) mortgage, charge, whether by way of specific or floating charge, grant a security interest in, or give other security on, the whole or any part of the present and future assets and undertaking of the Company.  

 

Any bonds, debentures or other debt obligations of the Company may be issued at a discount, premium or otherwise, and with any special privileges as to redemption, surrender, drawings, allotment of or conversion into or exchange for shares or other securities, attending and voting at general meetings of the Company, appointment of directors and otherwise, and may, by their terms, be assignable free from any equities between the Company and the person to whom they were issued or any subsequent holder thereof, all as the directors may determine.

 

There are no age limit requirements pertaining to the retirement or non-retirement of directors and a director need not be a shareholder of the Company. At each annual general meeting of the Company, all the directors shall retire and the shareholders shall elect a Board of Directors consisting of the number of directors for the time being set pursuant the Company's Articles. A retiring director shall be eligible for re-election.

 

The remuneration of the directors may from time to time be determined by the directors or, if the directors shall so decide, by the shareholders. Such remuneration may be in addition to any salary or other remuneration paid to any officer or employee of the Company as such who is also a director. Directors shall be paid such reasonable travelling, hotel and other expenses as they incur in and about the business of the Company and if any director shall


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perform any professional or other services for the Company that in the opinion of the directors are outside the ordinary duties of a director or shall otherwise be specially occupied in or about the Company's business, he may be paid a remuneration to be fixed by the Board or, at the option of such director, by the Company in general meeting, and such remuneration may be either in addition to or in substitution for any other remuneration that he may be entitled to receive.

 

Subject to the Business Corporations Act of British Columbia , a director may hold any office or place of profit with the Company, other than the office of auditor with the Company, in conjunction with his office of director for such period and such terms as the directors may determine. No director or intended director shall be disqualified by his office from contracting with the Company. Subject to compliance with the Business Corporations Act of British Columbia , a director or his firm may act in a professional capacity for the Company, other than as auditor, and he or his firm shall be entitled to remuneration for professional services as if he were not a director.

 

Section 21 deals with indemnification and payment of expenses of directors and officers. Subject to the provisions of the Business Corporations Act of British Columbia , the directors shall cause the Company to indemnify and pay all eligible penalties and expenses of an eligible party and, where appropriate, the heirs and personal or other legal representatives of an eligible party in accordance with the provisions of the Business Corporations Act of British Columbia . Each director, alternate director and officer is deemed to have contracted with the Company on the terms of the indemnity contained in Article 21.1. The failure of a director, alternate director, or officer of the Company to comply with the provisions of the Business Corporations Act of British Columbia or these Articles shall not invalidate any indemnity to which he is entitled under this Part. The directors may cause the Company to purchase and maintain insurance for the benefit of eligible parties.

 

Section 27 covers the Nomination of Directors and was an alteration of the articles approved by shareholders at the Annual General and Special Meeting held on June 4, 2014. The Company adopted Advance Notice Provisions which covers the nomination of persons for election to the Board of Directors of the Company. Nominations may be made at any annual or special meeting of shareholders if one of the purposes of the meeting was for the election of directors. Nominations may be made:

 

(a) by or at the direction of the board, including pursuant to a notice of meeting;  

 

(b) by or at the direction or request of one or more shareholders pursuant to a proposal made in accordance with the provisions of the Act, or a requisition of the shareholders made in accordance with the provisions of the Act; or  

 

(c) by any person (a “Nominating Shareholder”): (A) who, at the close of business on the date of the giving of the notice provided for in Section 27 and on the record date for notice of such meeting, is entered in the securities register as a holder of one or more shares carrying the right to vote at such meeting or who beneficially owns shares that are entitled to be voted at such meeting; and (B) who complies with the notice procedures set forth in Section 27.  

 

For a nomination to be made by a Nominating Shareholder, the Nominating Shareholder mush have given timely notice in proper written form to the Secretary of the Company at the principal executive offices of the Company. No person shall be eligible for election as a director unless nominated in accordance with Section 27. The Chairman of the meeting shall have the power and duty to determine whether a nomination was made in accordance with the required procedures and, if any such nomination is not in compliance, to declare that such defective nomination shall be disregarded. The Board may, in its sole discretion, waive any requirement of Section 27.

 

The majority required for the passage of a special resolution or a special separate resolution shall be 2/3 of the votes cast on the resolution.


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The rights, preferences and restrictions attaching to each class of the Company’s shares are as follows:

 

The authorized share structure of the Company consists of an unlimited number of common shares without par value.  Holders of common stock are entitled to one vote for each share held of record on all matters to be acted upon by the shareholders.  Directors may from time to time declare and authorize payment of such dividends, if any, as they deem advisable and need not give notice of such declaration to any shareholder. Dividends are subject to the rights, if any, of shareholders holding shares with special rights as to dividends. No dividend shall be paid otherwise than out of funds and/or assets properly available for the payment of dividends and a declaration by the directors as the amount of such funds or assets available for dividends shall be conclusive.

 

The Company may by resolution of its directors make any changes to the authorized share structure as may be permitted under Section 54 of the Business Corporations Act of British Columbia , or in its name as may be permitted under Section 263 of the Business Corporations Act of British Columbia , and may by resolution of its directors make or authorize the making of any alterations to these Articles and the notice of articles as may be required by such changes. The Company may by ordinary resolution create or vary special rights and restrictions as provided in Section 58 of the Business Corporations Act of British Columbia . No alteration, as provided in Article 9, will be valid as to any part of the issued shares of any class unless the holders of all the issued shares of that class consent to the alteration in writing or consent by special separate resolution. The Company may alter its Articles by resolution of its directors and, if required by such alteration, may by resolution of its directors alter the Notice of Articles.

 

Subject to the provisions of the Business Corporations Act of British Columbia , the Company or the Directors on behalf of the Company, may pay a reasonable commission or allow a reasonable discount to any person in consideration of his purchasing or agreeing to purchase, whether absolutely or conditionally, any shares, debentures, share rights, warrants or debenture stock in the Company, or procuring or agreeing to procure purchasers, whether absolutely or conditionally, for any such shares, debentures, share rights, warrants or debenture stock. The Company may also pay such brokerage as may be lawful.

 

An annual general meeting shall be held once every calendar year at such time (not being more than 15 months after the annual reference date for the preceding calendar year) and place as may be determined by the Directors. The Directors may, as they see fit, convene an extraordinary general meeting. An extraordinary general meeting, if requisitioned in accordance with the Business Corporations Act of British Columbia , shall be convened by the Directors or, if not convened by the Directors, may be convened by the requisitionists as provided in the Business Corporations Act of British Columbia .

 

There are no limitations upon the rights to own securities.

 

There are no provisions that would have the effect of delaying, deferring, or preventing a change in control of the Company.

 

There is no special ownership threshold above which an ownership position must be disclosed.

 

A copy of the Company’s Articles is incorporated by reference to the Company’s 20-F Registration Statement.

 

Material Contracts

 

1. On June 3, 2011, the Company signed a Memorandum of Understanding (“MOU”) with Antofagasta Minerals S.A. (“Antofagasta”) to undertake exploration on the Alvalade project   The MOU covers three exploration licenses:  Alvalade, Canal Caveira, and Ferriera do Alentejo. Antofagasta completed a US$300,000 initial study of the project.  Upon successful completion of the initial study, on December 22, 2011, the Company entered into the Alvalade Joint Venture agreement with Antofagasta whereas the Company granted to Antofagasta the option to acquire an undivided 51% interest in the project, which can be exercised by Antofagasta funding or incurring expenditures of an additional US$4 million over three years.  After exercise of the first option, Antofagasta will be granted a further option to acquire an  


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additional 24% interest in the project, for an aggregate 75% undivided interest, by completing and delivering a Feasibility Study on the project to the Company within five years.  The Company operates the joint venture through the first option period. A copy of this agreement has been filed as an exhibit to the Company’s 20-F Registration Statement.

 

2. On May 18, 2011, the Company signed an agreement to option out the Covas Tungsten Project to Blackheath Resources Inc. (“Blackheath”). Under the terms of the agreement, Blackheath has the option to earn a 51% interest in the project by spending €300,000 in exploration on the project before March 20, 2013, of which €150,000 (spent) is a firm commitment and must be spent by March 20, 2012. Blackheath can then earn an additional 19% by spending an additional €700,000 for a total interest of 70% for total expenditures of €1,000,000, by March 20, 2014.  Blackheath can also earn another 15% for a total interest of 85% by completing a pre-feasibility study (as defined by NI 43-101 regulations) on the property by March 20, 2016. During the year ended December 31, 2011, Blackheath completed the €150,000 exploration commitment by incurring €26,127 directly, reimbursing €64,687 for MAEPA’s exploration expenses and advancing €59,186 to the Company for future exploration work. A copy of this agreement has been filed as an exhibit to the Company 20-F Registration Statement.  

 

Exchange controls

 

Canada has no system of exchange controls.  There are no Canadian restrictions on the repatriation of capital or earnings of a Canadian public company to non-resident investors.  There are no laws in Canada or exchange restrictions affecting the remittance of dividends, profits, interest, royalties and other payments to non-resident holders of the Company's securities, except as discussed in ITEM 10, ”Taxation" below.

 

Restrictions on Share Ownership by Non-Canadians:  There are no limitations under the laws of Canada or in the organizing documents of Avrupa on the right of foreigners to hold or vote securities of Avrupa, except that the Investment Canada Act may require review and approval by the Minister of Industry (Canada) of certain acquisitions of "control" of the Company by a "non-Canadian". The threshold for acquisitions of control is generally defined as being one-third or more of the voting shares of the Company. "Non-Canadian" generally means an individual who is not a Canadian citizen, or a corporation, partnership, trust or joint venture that is ultimately controlled by non-Canadians.

 

Taxation

 

The following summary of the material Canadian federal income tax consequences are stated in general terms and are not intended to be advice to any particular shareholder. Each prospective investor is urged to consult his or her own tax advisor regarding the tax consequences of his or her purchase, ownership and disposition of common stock. The tax consequences to any particular holder of common stock will vary according to the status of that holder as an individual, trust, corporation or member of a partnership, the jurisdiction in which that holder is subject to taxation, the place where that holder is resident and, generally, according to that holder’s particular circumstances.

 

This summary is applicable only to holders who are resident in the United States, have never been resident in Canada, deal at arm’s length with the Company, hold their common stock as capital property and who will not use or hold the common stock in carrying on business in Canada.  Special rules, which are not discussed in this summary, may apply to a United States holder that is an issuer that carries on business in Canada and elsewhere.

 

This summary is based upon the provisions of the Income Tax Act of Canada and the regulations thereunder (collectively, the "Tax Act" or “ITA”) and the Canada-United States Tax Convention (the “Tax Convention”) as at the date of the Annual Report and the current administrative practices of Canada Customs and Revenue Agency.  This summary does not take into account provincial income tax consequences.

 

Management urges each holder to consult his own tax advisor with respect to the income tax consequences applicable to him in his own particular circumstances.


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Canadian Income Tax Consequences

 

Disposition of Common Stock

 

The summary below is restricted to the case of a holder (a “Holder”) of one or more common shares (“Common Shares”) who for the purposes of the Tax Act is a non-resident of Canada, holds his Common Shares as capital property and deals at arm’s length with the Company.

 

Dividends

 

A Holder will be subject to Canadian withholding tax (“Part XIII Tax”) equal to 25%, or such lower rates as may be available under an applicable tax treaty, of the gross amount of any dividend paid or deemed to be paid on his Common Shares. Under the Tax Convention, the rate of Part XIII Tax applicable to a dividend on Common Shares paid to a Holder who is a resident of the United States is, if the Holder is a company that beneficially owns at least 10% of the voting stock of the Company, 5% and, in any other case, 15% of the gross amount of the dividend. The Company will be required to withhold the applicable amount of Part XIII Tax from each dividend so paid and remit the withheld amount directly to the Receiver General for Canada for the account of the Holder.

 

Disposition of Common Shares

 

A Holder who disposes of Common Shares, including by deemed disposition on death, will not be subject to Canadian tax on any capital gain thereby realized unless the common Share constituted “taxable Canadian property” as defined by the Tax Act. Generally, a common share of a public corporation will not constitute taxable Canadian property of a Holder unless he held the common share as capital property used by him carrying on a business in Canada, or he or persons with whom he did not deal at arm’s length alone or together held or held options to acquire, at any time within the 60 months preceding the disposition, 25% or more of the issued shares of any class of the capital stock of the Company.

 

A Holder who is a resident of the United States and realizes a capital gain on disposition of Common Shares that was taxable Canadian property will nevertheless, by virtue of the Treaty, generally be exempt from Canadian tax thereon unless (a) more than 50% of the value of the Common Shares is derived from, or from an interest in, Canadian real estate, including Canadian mineral resources properties, (b) the Common Shares formed part of the business property of a permanent establishment that the Holder has or had in Canada within the 12 months preceding disposition, or (c) the Holder (i) was a resident of Canada at any time within the ten years immediately preceding the disposition, and for a total of 120 months during any period of 20 consecutive years, preceding the disposition, and (ii) owned the Common Shares when he ceased to be resident in Canada.

 

A Holder who is subject to Canadian tax in respect of a capital gain realized on disposition of Common Shares must include one half of the capital gain (“taxable capital gain”) in computing his taxable income earned in Canada. The Holder may, subject to certain limitations, deduct one half of any capital loss (“allowable capital loss”) arising on disposition of taxable Canadian property from taxable capital gains realized in the year of disposition in respect to taxable Canadian property and, to the extent not so deductible, from such taxable capital gains of any of the three preceding years or any subsequent year.

 

United States Federal Income Tax Consequences

 

The following is a discussion of material United States Federal income tax consequences, under the law, generally applicable to a U.S. Holder (as defined below) of common shares of the Company. This discussion does not cover any state, local or foreign tax consequences.

 

The following discussion is based upon the sections of the Internal Revenue Code of 1986, as amended (“the Code”), Treasury Regulations, published Internal Revenue Service (“IRS) rulings, published administrative positions of the IRS and court decisions that are currently applicable, any or all of which could be materially and adversely changed, possible on a retroactive basis, at any time.  In addition, the discussion does not consider the potential effects, both


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adverse and beneficial, or recently proposed legislation which, if enacted, could be applied, possibly on a retroactive basis, at any time. The discussion is for general information only and it is not intended to be, nor should it be construed to be, legal or tax advice to any holder or prospective holder of common shares of the Company. Each holder and prospective holder of common shares of the Company is advised to consult their own tax advisors about the federal, state, local, and foreign tax consequences of purchasing, owning and disposing of common shares of the Company applicable to their own particular circumstances.

 

U.S. Holders

 

As used herein, a (“U.S. Holder”) includes a holder of common shares of the Company who is a citizen or resident of the United States, a corporation created or organized in or under the laws of the United States or of any political subdivision thereof, an estate whose income is taxable in the United States irrespective of source or a trust subject to the primary supervision of a court within the United States and control of a United States fiduciary as described in Section 7701(a)(30) of the Code. This summary does not address the tax consequences to, and U.S. Holder does not include, persons subject to special provisions of Federal income tax law, such as tax-exempt organizations, qualified retirement plans, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, broker-dealers, non-resident alien individuals, persons or entities that have a “functional currency” other than the U.S. dollar, shareholders who hold common shares as part of a straddle, hedging or conversion transaction, and shareholders who acquired their common shares through the exercise of employee stock options or otherwise as compensation for services.

 

This summary is limited to U.S. Holders who own common shares as capital assets. This summary does not address the consequences to a person or entity holding an interest in a shareholder or the consequences to a person of the ownership, exercise or disposition of any options, warrants or other rights to acquire common shares.

 

Distribution on Common Shares of the Company

 

U.S. Holders receiving dividend distributions (including constructive dividends) with respect to common shares of the Company are required to include in gross income for United States Federal income tax purposes the gross amount of such distributions equal to the U.S. dollar value of such distributions on the date of receipt (based on the exchange rate on such date), to the extent that the Company has current or accumulated earnings and profits, without reduction for any Canadian income tax withheld from such distributions.  Such Canadian tax withheld may be credited, subject to certain limitations, against the U.S. Holder’s United States Federal Income tax liability or, alternatively, individuals may be deducted in computing the U.S. Holder’s United States Federal taxable income by those individuals who itemize deductions.  (See more detailed discussion at “Foreign Tax Credit” below).  To the extent that distributions exceed current or accumulated earnings and profits of the Company, they will be treated first as a return of capital up to the U.S. Holder’s adjusted basis in the common shares and thereafter as gain from the sale or exchange of the common shares. Dividend income will be taxed at marginal tax rates applicable to ordinary income while preferential tax rates for long-term capital gains are applicable to a U.S. Holder which is an individual, estate or trust.  There are currently no preferential tax rates for long-term capital gains for a U.S. Holder which is a corporation.

 

In the case of foreign currency received as a dividend that is not converted by the recipient into U.S. dollars on the date of receipt, a U.S. Holder will have a tax basis in the foreign currency equal to its U.S. dollar value on the date of receipt. Generally any gain or loss recognized upon a subsequent sale of other disposition of the foreign currency, including the exchange for U.S. dollars, will be ordinary income or loss.

 

Dividends paid on the common shares of the Company will not generally be eligible for the dividends received deduction provided to corporations receiving dividends from certain United States corporations.  A U.S. Holder which is a corporation may, under certain circumstances, be entitled to a 70% deduction of the United States source portion of dividends received from the Company (unless the Company qualifies as a “foreign personal holding company” or a “passive foreign investment company”, as defined below) if such U.S. Holder owns shares representing at least 10% of the voting power and value of the Company.  The availability of this deduction is subject to several complex limitations which are beyond the scope of this discussion.


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Under current Treasury Regulations, dividends paid on the Company’s common shares, if any, generally will not be subject to information reporting and generally will not be subject to U.S. backup withholding tax. However, dividends and the proceeds from a sale of the Company’s common shares paid in the U.S. through a U.S. or U.S. related paying agent (including a broker) will be subject to U.S. information reporting requirements and may also be subject to the 31% U.S. backup withholding tax, unless the paying agent is furnished with a duly completed and signed Form W-9. Any amounts withheld under the U.S. backup withholding tax rules will be allowed as a refund or a credit against the U.S. Holder’s U.S. federal income tax liability, provided the required information is furnished to the IRS.

 

Foreign Tax Credit

 

For individuals whose entire income from sources outside the United States consists of qualified passive income, the total amount of creditable foreign taxes paid or accrued during the taxable year does not exceed $300 ($600 in the case of a joint return) and an election is made under section 904(j), the limitation on credit does not apply.

 

A U.S. Holder who pays (or has withheld from distributions) Canadian income tax with respect to the ownership of common shares of the Company may be entitled, at the option of the U.S. Holder, to either a deduction or a tax credit for such foreign tax paid or withheld.  Generally, it will be more advantageous to claim a credit because a credit reduces United States Federal income taxes on a dollar-for-dollar basis, while a deduction merely reduces the taxpayer’s income subject to tax.  This election is made on a year-by-year basis and applies to all foreign income taxes (or taxes in lieu of income tax) paid by (or withheld from) the U.S. Holder during the year.  There are significant and complex limitations which apply to the credit, among which is the general limitation that the credit cannot exceed the proportionate share of the U.S. Holder’s United States income tax liability that the U.S. Holder’s foreign source income bears to his/her or its worldwide taxable income in the determination of the application of this limitation. The various items of income and deduction must be classified into foreign and domestic sources. Complex rules govern this classification process.  In addition, this limitation is calculated separately with respect to specific classes of income such as “passive income”, “high withholding tax interest”, “financial services income”, “shipping income”, and certain other classifications of income. Dividends distributed by the Company will generally constitute “passive income” or, in the case of certain U.S. Holders, “financial services income” for these purposes.  The availability of the foreign tax credit and the application of the limitations on the credit are fact specific and management urges holders and prospective holders of common shares of the Company to consult their own tax advisors regarding their individual circumstances.

 

Disposition of Common Shares of the Company

 

A U.S. Holder will recognize gain or loss upon the sale of common shares of the Company equal to the difference, if any, between (I) the amount of cash plus the fair market value of any property received, and (ii) the shareholder’s tax basis in the common shares of the Company.  Preferential tax rates apply to long-term capital gains of U.S. Holders, which are individuals, estates or trusts. This gain or loss will be capital gain or loss if the common shares are capital assets in the hands of the U.S. Holder, which will be a short-term or long-term capital gain or loss depending upon the holding period of the U.S. Holder.  Gains and losses are netted and combined according to special rules in arriving at the overall capital gain or loss for a particular tax year.  Deductions for net capital losses are subject to significant limitations.  For U.S. Holders, which are not corporations, any unused portion of such net capital loss may be carried over to be used in later tax years until such net capital loss is thereby exhausted, but individuals may not carry back capital losses. For U.S. Holders, which are corporations (other than corporations subject to Subchapter S of the Code), an unused net capital loss may be carried back three years from the loss year and carried forward five years from the loss year to be offset against capital gains until such net capital loss is thereby exhausted.

 

Other Considerations

 

In the following circumstances, the above sections of the discussion may not describe the United States Federal income tax consequences resulting from the holding and disposition of common shares of the Company.


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Foreign Personal Holding Company

 

If at any time during a taxable year more than 50% of the total combined voting power or the total value of the Company’s outstanding shares is owned, actually or constructively, by five or fewer individuals who are citizens or residents of the United States and 60% (50% after the first tax year) or more of the Company’s gross income for such year was derived from certain passive sources (e.g. from interest income received from its subsidiaries), the Company would be treated as a “foreign personal holding company.”  In that event, U.S. Holders that hold common shares of the Company would be required to include in gross income for such year their allocable portions of such passive income to the extent the Company does not actually distribute such income.

 

The Company does not believe that it currently has the status of a “foreign personal holding company”. However, there can be no assurance that the Company will not be considered a foreign personal holding company for the current or any future taxable year.

 

Foreign Investment Company

 

If 50% or more of the combined voting power or total value of the Company’s outstanding shares are held, actually or constructively, by citizens or residents of the United States, United States domestic partnerships or corporations, or estates or trusts other than foreign estates or trusts (as defined by the Code Section 7701(a)(31), and the Company is found to be engaged primarily in the business of investing, reinvesting, or trading in securities, commodities, or any interest therein, it is possible that the Company might be treated as a “foreign investment company” as defined in Section 1246 of the Code, causing all or part of any gain realized by a U.S. Holder selling or exchanging common shares of the Company to be treated as ordinary income rather than capital gains.

 

Passive Foreign Investment Company

 

As a foreign corporation with U.S. Holders, the Company could potentially be treated as a passive foreign investment company (“PFIC”), as defined in Section 1297 of the Code, depending upon the percentage of the Company’s income which is passive, or the percentage of the Company’s assets which is held for the purpose of producing passive income.

 

The rule governing PFICs can have significant tax effects on U.S. shareholders of foreign corporations who are subject to U.S. Federal income taxation under alternative methods at the election of each such U.S. shareholder.  As a PFIC, each U.S. shareholder’s income or gain, with respect to a disposition or deemed disposition of the PFIC’s shares or a distribution payable on such shares will generally be subject to tax at the highest marginal rates applicable to ordinary income and certain interest charges, unless the U.S. shareholder has timely made a “qualified electing fund” election or a “mark-to-market” election for those shares.

 

A U.S. shareholder who elects to treat the PFIC as a Qualified Electing Fund ("QEF"), as defined in the Code, (an "Electing U.S. Holder") will be required to currently include in his income, for any taxable year in which the corporation qualifies as a PFIC, his pro-rata share of the corporation's (i) "net capital gain" (the excess of net long-term capital gain over net short-term capital loss), which will be taxed as long-term capital gain to the Electing U.S. Holder, and (ii) "ordinary earnings" (the excess of earnings and profits over net capital gain), which will be taxed as ordinary income to the Electing U.S. Holder, in each case, for the U.S. Holder's taxable year in which the corporation’s taxable year ends, regardless of whether such amounts are actually distributed. A QEF election also allows the Electing U.S. Holder to generally treat any gain realized on the disposition of his common shares (or deemed to be realized on the pledge of his common shares) as capital gain; treat his share of the corporation's net capital gain, if any, as long-term capital gain instead of ordinary income, and either avoid interest charges resulting from PFIC status altogether, or make an annual election, subject to certain limitations, to defer payment of current taxes on his share of the corporation's annual realized net capital gain and ordinary earnings.


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The procedure a U.S. Holder must comply with in making a timely QEF election will depend on whether the year of the election is the first year in the U.S. Holder's holding period in which the corporation is a PFIC. If the U.S. shareholder makes a QEF election in such first year, then the U.S. shareholder may make the QEF election by simply filing the appropriate documents at the time the U.S. Holder files a tax return for such first year. If, however, the corporation qualified as a PFIC in a prior year during the U.S. shareholder’s holding period, then the U.S. shareholder may make a retroactive QEF election, provided he has preserved his right to do so under the protective statement regime or he obtains IRS permission.

 

If a U.S. shareholder has not made a QEF Election at any time (a "Non-electing U.S. Holder"), then special taxation rules under Section 1291 of the Code will apply to gains realized on the disposition (or deemed to be realized by reason of a pledge) of his common shares, and certain "excess distributions" by the corporation. An excess distribution is a current year distribution received by the U.S. shareholder on PFIC stock to the extent that the distribution exceeds its ratable portion of 125% of the average amount received by the U.S. shareholder during the preceding three years.

 

A Non-electing U.S. shareholder generally would be required to pro-rate all gains realized on the disposition of his common shares and all excess distributions over the entire holding period for the common shares. All gains or excess distributions allocated to prior years of the U.S. shareholder (other than years prior to the first taxable year of the corporation during such U.S. Holder's holding period and beginning after January 1, 1987 for which it was a PFIC) would be taxed at the highest marginal tax rate for each such prior year applicable to ordinary income. The Non-electing U.S. shareholder also would be liable for interest on the foregoing tax liability for each such prior year calculated as if such liability had been due with respect to each such prior year. A Non-electing non-corporate U.S. shareholder must treat this interest charge as "personal interest" which is wholly non-deductible. The balance of the gain or the excess distribution will be treated as ordinary income in the year of the disposition or distribution, and no interest charge will be incurred with respect to such balance.

 

If a corporation is a PFIC for any taxable year during which a Non-electing U.S. shareholder holds common shares, then the corporation will continue to be treated as a PFIC with respect to such common shares, even if it is no longer by definition a PFIC. A Non-electing U.S. shareholder may terminate this deemed PFIC status by electing to recognize a gain, which will be taxed under the rules for Non-Electing U.S. Holders, as if such common shares had been sold on the last day of the last taxable year for which it was a PFIC. If the corporation no longer qualifies as a PFIC in a subsequent year, then normal Code rules and not the PFIC rules will apply with respect to a U.S. shareholder who has made a QEF election.

 

In certain circumstances, a U.S. Holder of stock in a PFIC can make a “qualified electing fund election” to mitigate some of the adverse tax consequences of holding stock in a PFIC by including in income its share of the corporation’s income on a current basis. However, the Company does not currently intend to prepare or provide the information that would enable you to make a qualified electing fund election. Management urges US persons to consult with their own tax advisors with regards to the impact of these rules.  

 

Controlled Foreign Corporation

 

A Controlled Foreign Corporation (CFC) is a foreign corporation more than 50% of whose stock by vote or value is, on any day in the corporation’s tax year, owned (directly or indirectly) by U.S. Shareholders. If more than 50% of the voting power of all classes of stock entitled to vote is owned, actually or constructively, by citizens or residents of the United States, United States domestic partnerships and corporations or estates or trusts other than foreign estates or trusts, each of whom own actually or constructively 10% or more of the total combined voting power of all classes of stock of the Company could be treated as a “controlled foreign corporation” under Subpart F of the Code.  This classification would affect many complex results, one of which is the inclusion of certain income of a CFC, which is subject to current U.S. tax. The United States generally taxes United States Shareholders of a CFC currently on their pro rata shares of the Subpart F income of the CFC. Such United States Shareholders are generally treated as having received a current distribution out of the CFC’s Subpart F income and are also subject to current U.S. tax on their pro rata shares of the CFC’s earnings invested in U.S. property. The foreign tax credit described above may reduce the U.S. tax on these amounts.


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In addition, under Section 1248 of the Code, gain from the sale or exchange of shares by a U.S. Holder of common shares of the Corporation which is or was a United States Shareholder at any time during the five-year period ending with the sale or exchange is treated as ordinary income to the extent of earnings and profits of the Company (accumulated in corporate tax years beginning after 1962, but only while the shares were held and while the Company was “controlled”) attributable to the shares sold or exchanged. If a foreign corporation is both a PFIC and a CFC, the foreign corporation generally will not be treated as a PFIC with respect to the United States Shareholders of the CFC. This rule generally will be effective for taxable years of United States Shareholders beginning after 1997 and for taxable years of foreign corporations ending with or within such taxable years of United States Shareholders. The PFIC provisions continue to apply in the case of PFIC that is also a CFC with respect to the U.S. Holders that are less than 10% shareholders. Because of the complexity of Subpart F, a more detailed review of these rules is outside of the scope of this discussion.

 

The amount of any backup withholding will not constitute additional tax and will be allowed as a credit against the U.S. Holder’s federal income tax liability.

 

Filing of Information Returns

 

Under a number of circumstances, United States Investor acquiring shares of the Company may be required to file an information return with the Internal Revenue Service Center where they are required to file their tax returns with a duplicate copy to the Internal Revenue Service Center, Philadelphia, PA 19255. In particular, any United States Investor who becomes the owner, directly or indirectly, of 10% or more of the shares of the Company will be required to file such a return. Other filing requirements may apply, and management urges United States Investors to consult their own tax advisors concerning these requirements.

 

Statement by Experts

 

The Company’s auditors for its financial statements as at December 31, 2018, 2017 and 2016 was DeVisser Gray LLP, Chartered Accountants. Their audit report is included with the related financial statements within this Annual Report.

 

Documents on Display

 

All documents incorporated in the Company’s 20-F Registration Statement and this Annual Report may be viewed at the Company’s Executive Office located at 410 – 325 Howe Street, Vancouver, British Columbia, Canada, V6C 1Z7.

 

Item 11.  Disclosures About Market Risk

 

The Company competes with other resource companies for exploration properties and possible joint venture agreements.  There is a risk that this competition could increase the difficulty of concluding a negotiation on terms that the Company considers acceptable.

 

The Company’s property interests in Portugal, Germany and Kosovo make it subject to foreign currency fluctuations and inflationary pressures which may adversely affect the Company’s financial position, results of operations and cash flows. The Company is affected by changes in exchange rates between the Canadian Dollar and foreign functional currencies. The Company does not invest in foreign currency contracts to mitigate the risks. A 1% change in the absolute rate of exchange in US dollars and Euros would affect its net loss by $21,000.

 

As the Company is currently in the exploration phase and has no producing mineral properties, it is not currently exposed to commodity price risk.


80



Item 12.  Description of Securities Other than Equity Securities

 

Not Applicable

 

Part II

 

Item 13.  Defaults, Dividend Arrearages and Delinquencies

 

Not Applicable

 

Item 14.  Modifications of Rights of Securities Holders and Use of Proceeds

 

Not Applicable

 

Item 15.  Controls and Procedures

 

Disclosure Controls and Procedures

The Company’s management is responsible for establishing and maintaining disclosure controls and procedures to provide reasonable assurance that material information related to the Company, including its consolidated subsidiaries, is made known to senior management, including the Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), by others within those entities on a timely basis so that appropriate decisions can be made regarding public disclosure.

 

We carried out an evaluation, under the supervision and with the participation of our management, including our Principal Executive Officer and our Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) under the Securities and Exchange Act of 1934, as amended) as December 31, 2018. The Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures as of December 31, 2018, were effective to give reasonable assurance that the information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to management, including the Chief Executive Office and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

 

Management’s Annual Report on Internal Control over Financial Reporting

The Company’s management is responsible for designing, establishing and maintaining a system of internal controls over financial reporting (as defined in Exchange Act Rule 13a-15(f)) to provide reasonable assurance that the financial information prepared by the Company for external purposes is reliable and has been recorded, processed and reported in an accurate and timely manner in accordance with IFRS.  The Board of Directors is responsible for ensuring that management fulfills its responsibilities. The Audit Committee fulfills its role of ensuring the integrity of the reported information through its review of the interim and annual financial statements.  Management reviewed the results of their assessment with the Company’s Audit Committee.

 

Because of its inherent limitations, the Company’s internal control over financial reporting may not prevent or detect all possible misstatements or frauds.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.

 

To evaluate the effectiveness of the Company’s internal control over financial reporting, Management has used the Internal Control - Integrated Framework (2013), which is a suitable, recognized control framework established by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).  Management has assessed the effectiveness of the Company’s internal control over financial reporting and concluded that such internal control over financial reporting is effective as of December 31, 2018.


81



Limitations on the Effectiveness of Controls

The Company's management, including the CEO and CFO, does not expect that our Disclosure Controls or our Internal Controls will prevent all error and all fraud.  A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.  Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.  Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.  These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.  The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed achieving its stated goals under all potential future conditions; over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

 

Attestation Report of the Registered Accounting Firm.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Form 20-F Annual Report.

 

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

Item 16.  Reserved

 

Item 16A.  Audit Committee Financial Expert

The Company does not have an “audit committee financial expert” serving on its audit committee.  The Company’s Audit Committee consists of three directors (two independent), all of whom are both financially literate and very knowledgeable about the Company’s affairs.  Because the Company’s structure and operations are straightforward, the Company does not find it necessary at the current time to augment its Board with a financial expert.

 

Item 16B.  Code of Ethics

The Board has not adopted a written code of ethics. However, the Board views good corporate governance as an integral component to the Company’s success. It has found that the fiduciary duties placed on individual directors by the Company’s governing corporate legislation and the common law and the restrictions placed by the applicable corporate legislation on an individual director’s participation in decisions of the Board in which the director has an interest have been sufficient to ensure that the Board operates independently of management and in the best interests of the Company.

 

Item 16C.  Principal Accounting Fees and Services

The audit committee is directly responsible for the appointment, compensation and oversight of auditors; the audit committee has in place procedures for receiving complaints and concerns about accounting and auditing matters; and has the authority and the funding to engage independent counsel and other outside advisors.

 

The Audit Committee may delegate to one or more designated members of the Audit Committee the authority to grant pre-approvals required by this policy / procedure.  The decisions of any Audit Committee member to whom authority is delegated to pre-approve a service shall be presented to the full Audit Committee at its next scheduled meeting.


82



In accordance with the requirements of the US Sarbanes-Oxley Act of 2002 and rules issued by the Securities and Exchange Commission, we introduced a procedure for the review and pre-approval of any services performed by DeVisser Gray LLP, including audit services, audit related services, tax services and other services.  The procedure requires that all proposed engagements of DeVisser Gray LLP for audit and permitted non-audit services are submitted to the finance and audit committee for approval prior to the beginning of any such services.

 

Fees, including reimbursements for expenses, for professional services rendered by DeVisser Gray LLP to the Company are detailed below.

 

Principal Accountant Fees and Services

Fiscal 2018

Ended

12/31/2018

Fiscal 2017

Ended

12/31/2017

Audit Fees

$  18,250

$  18,250

Audit-Related Fees

-

-

Tax Fees

-

-

All Other Fees

-

-

TOTAL

$  18,250

$  18,250

 

Item 16D.  Exemptions from the Listing Standards for Audit Committees

--- No Disclosure Necessary ---

 

Item 16E.  Purchases of Equity Securities by the Issuer and Affiliated Purchasers

--- No Disclosure Necessary ---

 

Item 16F.  Change in Registrant’s Certifying Accountant

--- No Disclosure Necessary ---

 

Item 16G.  Corporate Governance

--- No Disclosure Necessary ---

 

Item 16H.  Mine Safety Disclosure

--- No Disclosure Necessary ---

 

Part III

 

Item 17.  Financial Statements

 

The Company has provided financial statements pursuant to ITEM #18.

 

Item 18.  Financial Statements

 

The Company's financial statements are stated in Canadian Dollars (CDN$) and are prepared in accordance with IFRS.

 

The financial statements as required under ITEM #18 are attached hereto and found immediately following the text of this Annual Report.  The audit report of DeVisser Gray LLP, Chartered Accountants, is included herein immediately preceding the financial statements.


83



Item 19.  Exhibits

 

(A)  The financial statements thereto as required under ITEM #18 are attached hereto and found immediately following the text of this Annual Report.  The audit report of DeVissser Gray LLP, Chartered Accountants, for the audited financial statements is included herein immediately preceding the audited financial statements.

 

Audited Financial Statements  

Independent Auditors Report of DeVisser Gray LLP, Chartered Accountants, dated April 30, 2019.  

Consolidated Statements of Financial Position at December 31, 2018, and December 31, 2017.  

Consolidated Statements of Comprehensive Loss for the years ended December 31, 2018, December 31, 2017 and December 31, 2016.  

Consolidated Statements of Cash Flows for the years ended December 31, 2018, December 31, 2017 and December 31, 2016.  

Consolidated Statements of Changes in Equity for the years ended December 31, 2018 and December 31, 2017.  

Notes to Financial Statements  

 

(B)  Index to Exhibits:

 

1. Certificate of Incorporation, Certificates of Name Change, Articles of Incorporation, Articles of Amalgamation and By-Laws:  

1.1 Certificate of Incorporation and Notice of Articles dated January 23, 2008**  

1.2 Articles and Bylaws (British Columbia) dated January 23, 2008*  

1.3 Certificate of Name Change dated July 7, 2010**  

2. Instruments defining the rights of holders of the securities being registered – See Exhibit Number 1  

3. Voting Trust Agreements – not applicable  

4. Material Contracts  

4.1 Joint Venture agreement between the Company and Antofagasta Minerals S.A. (“Antofagasta”) regarding the exploration on the Alvalade project dated December 22, 2011.*  

4.2 Agreement between the Company and Covas Tungsten Project to Blackheath Resources Inc. (“Blackheath”) regarding the optioning out of the Covas Tungsten Project dated May 18, 2011. *  

5. List of Foreign Patents – not applicable  

6. Calculation of earnings per share – not applicable  

7. Explanation of calculation of ratios – not applicable  

8. List of Subsidiaries *  

9. Statement pursuant to the instructions to Item 8.A.4, regarding the financial statements filed in registration statements for initial public offerings of securities – not applicable  

10. Notice Required by Rule 104 of Regulation BTR – not applicable  

11 Code of Ethics – not applicable  

12 Certifications required by Rule 13a-14(a) or Rule 15d-14(a)  

12.1      CEO

12.2      CFO

13 Certifications required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code  


84



13.1      CEO

13.2      CFO

14. Legal Opinion required by Instruction 3 of ITEM 7B – not applicable  

15. Additional Exhibits:  

15.1 Consent of DeVisser Gray LLP, Chartered Accountants, dated June 20, 2012***  

15.2 Copy of Stock Option Plan *  

___________

 

* Incorporated by reference to the registrant’s Form 20FR filed with the Securities Exchange Commission on June 4, 2012.  

 

** Incorporated by reference to the registrant’s Form 20FR filed with the Securities Exchange Commission on October 5, 2012.  

 

*** Incorporated by reference to the registrant’s Form 20FR filed with the Securities Exchange Commission on October 24, 2012.  


85



PICTURE 2  

 

 

 

 

 

 

 

 

 

 

 

 

AVRUPA MINERALS LTD.

 

CONSOLIDATED FINANCIAL STATEMENTS

 

FOR THE YEARS ENDED

 

DECEMBER 31, 2018, 2017 AND 2016


86



AVRUPA MINERALS LTD.

 

 

 

 

 

 

Contents

Page  

 

 

Auditor’s Report 3 - 4  

 

Consolidated Statements of Financial Position 5  

 

Consolidated Statements of Comprehensive Loss 6  

 

Consolidated Statements of Changes in Equity 7  

 

Consolidated Statements of Cash Flows 8  

 

Notes to the Consolidated Financial Statements 9 – 33  


410 – 325 Howe Street, Vancouver, BC V6C 1Z7   T: (604) 687-3520   F: 1 (888) 889-4874      87


PICTURE 3  


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Shareholders and the Board of Directors of Avrupa Minerals Ltd.,

 

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated financial statements of Avrupa Minerals Ltd. (“the Company”), which comprise the consolidated statements of financial position as at December 31, 2018 and December 31, 2017 and the consolidated statements of comprehensive loss, changes in equity and cash flows for the years ended December 31, 2018, December 31, 2017 and December 31, 2016, and a summary of significant accounting policies and other explanatory information (collectively referred to as the “financial statements”).

 

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2018 and December 31, 2017 and its financial performance and its cash flows for the years ended December 31, 2018, December 31, 2017 and December 31, 2016 in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

 

Material Uncertainty Related to Going Concern

Without modifying our opinion, we draw attention to Note 1 in the financial statements which indicates that there are material uncertainties that cast significant doubt about the going concern assumption. The Company has no current source of revenue, has incurred losses from inception and is dependent upon its ability to secure new sources of financing. These conditions, along with other matters as set forth in Note 1, indicate the existence of a material uncertainty that casts significant doubt about the Company's ability to continue as a going concern.

 

Basis for Opinion

Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

 

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”). Those standards require that we plan and perform the audit to obtain reasonable assurance whether the financial statements are free of material misstatement, whether due to fraud or error. In the completion of our audit procedures, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Those standards also require that we comply with ethical requirements. We are a public accounting firm registered with the PCAOB and are required to be independent of the Company in accordance with U.S. Federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. Further, we are required to be independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada and to fulfill our other ethical responsibilities in accordance with these requirements.

 

An audit includes performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.


  88


PICTURE 3  


We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion .

 

PICTURE 1  

CHARTERED PROFESSIONAL ACCOUNTANTS

Vancouver, Canada

April 30, 2019

 

We have served as the Company’s auditor since 2008.


  89


AVRUPA MINERALS LTD.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

AS AT DECEMBER 31

(Presented in Canadian Dollars)


 

Note

2018

 

2017

 

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

Current assets

 

 

 

 

Cash

 

$            106,288

 

$            182,794

Restricted cash

5

-

 

167,910

Prepaid expenses and advances

 

66,008

 

41,974

Due from optionees

5

43,223

 

28,557

VAT receivables

 

22,308

 

36,666

Other receivables

 

123,837

 

30,559

 

 

361,664

 

488,460

Non-current assets

 

 

 

 

Property deposits

6

134,272

 

177,613

Exploration and evaluation assets

5

1,407,915

 

1,407,915

Equipment

4

34,107

 

56,117

 

 

1,576,294

 

1,641,645

 

 

 

 

 

 

 

 

 

 

Total assets

 

$         1,937,958

 

$         2,130,105

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

Current liabilities

 

 

 

 

Funds held for optionees

5

$                        -

 

$            167,910

Accounts payable and accrued liabilities

 

628,867

 

138,845

Accounts payable owed by optionees

 

43,223

 

88,687

Due to related parties

8

130,652

 

59,523

Current portion of long-term loan

9

7,031

 

6,393

 

 

809,773

 

461,358

Non-current liabilities

 

 

 

 

Long-term loan

9

18,096

 

24,058

 

 

18,096

 

24,058

Equity

 

 

 

 

Share capital

7

9,582,406

 

8,786,896

Reserves

7

6,675,064

 

6,119,842

Deficit

 

(15,147,381)

 

(13,262,049)

 

 

1,110,089

 

1,644,689

 

 

 

 

 

 

 

 

 

 

Total equity and liabilities

 

$          1,937,958

 

$          2,130,105

 

 

These consolidated financial statements are authorized for issue by the Board of Directors on April 30, 2019. They are signed on the Company's behalf by:

 

/s/Paul W. Kuhn

 

 

/s/Mark T. Brown

Director

 

Director


                                    See notes to the consolidated financial statements  90


AVRUPA MINERALS LTD.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

FOR THE YEARS ENDED DECEMBER 31

(Presented in Canadian Dollars)


 

 

 

 

 

Note

2018

2017

2016

 

 

 

 

 

Mineral exploration expenses

 

 

 

 

Mineral exploration expenses

5

$     2,276,286

$          1,742,813

$        1,157,878

Reimbursements from optionees

5

(1,189,652)

(780,195)

(581,875)

 

 

(1,086,634)

(962,618)

(576,003)

General administrative expenses

 

 

 

 

Bank charges

 

4,661

3,875

13,136

Consulting

 

143,332

124,520

266,573

Depreciation

 

-

2,589

5,176

Investor relations

 

132,189

292,430

191,544

Listing and filing fees

 

8,791

10,485

12,035

Office and administrative fees

 

28,686

29,070

44,867

Professional fees

 

231,065

203,662

202,484

Rent

 

9,000

9,000

7,308

Share-based payment

 

141,124

110,564

270,698

Telephone

 

-

37

37

Transfer agent fees

 

9,670

10,581

8,432

Travel

 

46,928

66,882

61,023

 

 

(755,446)

(863,695)

(1,083,313)

Other items

 

 

 

 

Foreign exchange gain/(loss)

 

(485)

(11,494)

20,536

Interest income

 

1,181

2,068

3,056

(Loss) on disposal of equipment

 

-

(2,105)

-

Other income

 

6,014

2,837

2,308

Write-down of due from optionee

 

-

(1)

(238,705)

Write-down of exploration and evaluation assets

-

(71,289)

-

Write-down of property deposits

6

(49,962)

-

-

 

 

(43,252)

(79,984)

(212,805)

 

 

 

 

 

Net loss for the year

 

(1,885,332)

(1,906,297)

(1,872,121)

Exchange difference arising on the translation of foreign subsidiaries

 

(16,548)

26,776

(28,208)

Comprehensive loss for the year

 

$   (1,901,880)

$        (1,879,521)

$      (1,900,329)

Basic and diluted loss per share

10

$            (0.02)

$                 (0.02)

$               (0.03)


                                    See notes to the consolidated financial statements  91


AVRUPA MINERALS LTD.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Presented in Canadian Dollars)


 

Share capital

 

Reserves

 

 

 

Number of shares

Amount

 

Warrants

Finder’s options

Equity-settled employee benefits

 

 

 

Total  equity

Exchange

Subtotal

Deficit

 

 

 

 

 

 

 

 

 

 

 

Balance as at December 31, 2015

55,475,797

$ 6,172,356

 

$4,068,279

$ 268,093

$   784,090

$   21,310

$5,141,772

$  (9,483,631)

$  1,830,497

Share issues:

 

 

 

 

 

 

 

 

 

 

   Shares issued for private placement

13,547,000

758,632

 

596,068

-

-

-

596,068

-

1,354,700

Share issue costs

-

(124,387)

 

-

47,540

-

-

47,540

-

(76,847)

Shares issued for warrants exercised

4,573,000

1,068,737

 

(382,787)

-

-

-

(382,787)

-

685,950

Shares issued for options exercised

200,000

37,373

 

-

-

(17,373)

-

(17,373)

-

20,000

Shares issued for finder's options exercised

453,000

81,662

 

1,378

(37,740)

-

-

(36,362)

-

45,300

Share-based payment

-

-

 

-

-

270,698

-

270,698

-

270,698

Comprehensive loss

-

-

 

-

-

-

(28,208)

(28,208)

(1,872,121)

(1,900,329)

 

 

 

 

 

 

 

 

 

 

 

Balance as at December 31, 2016

74,248,797

7,994,373

 

4,282,938

277,893

1,037,415

(6,898)

5,591,348

(11,355,752)

2,229,969

Share issues:

 

 

 

 

 

 

 

 

 

 

   Shares issued for private placement

12,670,000

850,846

 

391,154

-

-

-

391,154

-

1,242,000

Share issue costs

-

(58,323)

 

-

 

-

-

-

-

(58,323)

Share-based payment

-

-

 

-

-

110,564

-

110,564

-

110,564

Comprehensive loss

-

-

 

-

-

-

26,776

26,776

(1,906,297)

(1,879,521)

 

 

 

 

 

 

 

 

 

 

 

Balance as at December 31, 2017

86,918,797

8,786,896

 

4,674,092

277,893

1,147,979

19,878

6,119,842

(13,262,049)

1,644,689

Share issues:

 

 

 

 

 

 

 

 

 

 

   Shares issued for private placement

21,515,000

851,354

 

430,646

-

-

-

430,646

-

1,282,000

Share issue costs

-

(55,844)

 

-

-

-

-

-

-

(55,844)

Share-based payment

-

-

 

-

-

141,124

-

141,124

-

141,124

Comprehensive loss

-

-

 

-

-

-

(16,548)

(16,548)

(1,885,332)

(1,901,880)

 

 

 

 

 

 

 

 

 

 

 

Balance as at December 31, 2018

108,433,797

$  9,582,406

 

$5,104,738

$   277,893

$ 1,289,103

$     3,330

$6,675,064

$(15,147,381)

$  1,110,089


                                    See notes to the consolidated financial statements  92


AVRUPA MINERALS LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31

(Presented in Canadian Dollars)


 

Note

2018

2017

2016

 

 

 

 

 

Cash flows from operating activities

 

 

 

 

Net loss for the year

 

$(1,885,332)

$  (1,906,297)

$  (1,872,121)

Items not involving cash:

 

 

 

 

Depreciation

 

-

2,589

5,176

Loss on disposal of equipment

 

-

2,105

-

Mineral exploration expenses

 

23,796

21,520

(179,800)

Share-based payment

 

141,124

110,564

270,698

Write-down of due from optionee

 

-

1

238,705

Write-down of exploration and evaluation assets

 

-

71,289

-

Write-down of property deposits

 

49,962

-

-

Changes in non-cash working capital items:

 

 

 

 

VAT receivables

 

14,358

6,510

300,722

Due from optionees

 

(14,666)

(28,557)

68,577

Prepaid expenses and advances

 

(24,034)

19,818

65,650

Other receivables

 

(93,278)

(11,121)

(19,438)

Accounts payable and accrued liabilities

 

486,711

82,982

(475,300)

Accounts payable owed by optionees

 

(45,464)

(31,124)

(80,538)

Due from/to related parties

 

39,129

(7,842)

(24,176)

Funds held for optionees

 

(167,910)

163,735

4,175

Exchange difference arising on the translation of foreign subsidiaries

 

(23,469)

24,496

(24,802)

 

 

 

 

 

Net cash (used in) operating activities

 

(1,499,073)

(1,479,332)

(1,722,472)

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

Net proceeds from investments - available for sale

 

-

84,862

2,245

Net proceeds from sale of equipment

 

-

12,167

-

Property deposits

 

-

40,589

51,569

Purchase of equipment

 

(6,810)

(13,630)

-

 

 

 

 

 

Net cash provided by (used in) investing activities

 

(6,810)

123,988

53,814

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

Proceeds from issuance of common shares

 

1,282,000

1,242,000

2,105,950

Share issue costs

 

(20,533)

(58,323)

(76,847)

 

 

 

 

 

Net cash provided by financing activities

 

1,261,467

1,183,677

2,029,103

 

 

 

 

 

Change in cash for the year

 

(244,416)

(171,667)

360,445

Cash, beginning of the year

 

350,704

522,371

161,926

Cash, end of the year

 

$    106,288

$       350,704

$       522,371

 

 

 

 

 

Cash comprised of:

 

 

 

 

Cash  

 

$    106,288

$       182,794

$       518,196

Restricted Cash

 

-

167,910

4,175

 

 

$    106,288

$       350,704

$       522,371

Supplementary information:

 

 

 

 

Interest received

 

$       1,181

$          2,068

$          3,056

 

Supplemental disclosure with respect to cash flows (Note 12)


                              See notes to the consolidated financial statements  93


AVRUPA MINERALS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

(Presented in Canadian Dollars)


1. NATURE OF OPERATIONS AND CONTINUANCE OF OPERATIONS  

 

Avrupa Minerals Ltd. (the “Company”) was incorporated on January 23, 2008 under the Business Corporations Act of British Columbia and its registered office is Suite 2610 – 1066 West Hastings Street, Vancouver, BC, Canada, V6E 3X1. The Company changed its name on July 7, 2010 and began trading under the symbol “AVU” on the TSX Venture Exchange (the “Exchange”) on July 14, 2010. On September 20, 2012, the Company listed in Europe on the Frankfurt Stock Exchange under the trading symbol “8AM”. The Company is primarily engaged in the acquisition and exploration of mineral properties in Europe.

 

These consolidated financial statements have been prepared on the basis that the Company will continue as a going concern, which assumes that the Company will be able to meet its commitments, continue operations and realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. There are material uncertainties that cast significant doubt about the appropriateness of the going concern assumption.

 

If the Company is to advance or develop its mineral properties further, it will be necessary to obtain additional financing and while it has been successful in the past, there can be no assurance that it will be able to do so in the future. Failure to raise sufficient funds would result in the Company’s inability to make future required property payments, which would result in the loss of those property options.

 

These financial statements do not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses and statement of financial position classifications that would be necessary were the going concern assumption inappropriate, and these adjustments could be material.

 

2. BASIS OF PREPARATION  

 

a) Statement of compliance  

 

These consolidated financial statements have been prepared in accordance and compliance with International Financial Reporting standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”).

 

b) Basis of preparation  

 

These consolidated financial statements have been prepared on a historical cost basis except certain financial instruments which are measured at fair value. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

 

These consolidated financial statements, including comparatives, have been prepared on the basis of IFRS standards that are effective as at December 31, 2018.


 94


AVRUPA MINERALS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

(Presented in Canadian Dollars)


3. SIGNIFICANT ACCOUNTING POLICIES  

 

a) Basis of consolidation  

 

These consolidated financial statements include the accounts of the Company and its subsidiaries as follows:

 

 

% of ownership

 

Jurisdiction

Nature of operations

 

 

 

 

MAEPA Empreendimentos Mineiros e Participacoes Lda

 

100%

 

Portugal

 

Exploration

Innomatik Exploration Kosovo LLC

100%

Kosovo

Exploration

Peshter Mining J.S.C

10.29%

Kosovo

Exploration

Avrupa Holdings Inc. (1)

100%

Barbados

Holding

Avrupa Portugal Holdings Inc. (1)

100%

Barbados

Holding

Avrupa Kosovo Holdings Inc. (1)

100%

Barbados

Holding

 

(1) The companies are in the process of being wound up.  

 

All subsidiaries are entities that are controlled, either directly or indirectly. Control is defined as the exposure, or rights, to variable returns from involvement with an investee and the ability to affect those returns through power over the investee. Power over an investee exists when the Company has existing rights that give it the ability to direct the activities that significantly affect the investee’s returns. This control is generally evidenced through owning more than 50% of the voting rights or currently exercisable potential voting rights of a company’s share capital. All of the intra-group balances and transactions, including unrealized profits and losses arising from intra-group transactions, have been eliminated in full. For subsidiaries that the Company controls, but does not own 100% of, the net assets and net profit attributable to outside shareholders are presented as amounts attributable to non-controlling interests in the consolidated statements of financial position and consolidated statements of comprehensive loss.

 

Inter-company balances and transactions, including unrealized income and expenses arising from inter-company transactions, are eliminated in preparing the consolidated financial statements.  

 

b) Interests in Joint Arrangements  

 

A joint arrangement can take the form of a joint venture or joint operation. All joint arrangements involve a contractual arrangement that establishes joint control, which exists only when decisions about the activities that significantly affect the returns of the investee require unanimous consent of the parties sharing control. A joint operation is a joint arrangement in which the Company has rights to the assets and obligations for the liabilities relating to the arrangement. A joint venture is a joint arrangement in which the Company has rights to only the net assets of the arrangement.

 

Joint ventures are accounted for in accordance with the policy “Investments in Associates and Joint Ventures.” Joint operations are accounted for by recognizing the Company’s share of the assets, liabilities, revenue, expenses and cash flows of the joint operation in the consolidated financial statements.


 95


AVRUPA MINERALS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

(Presented in Canadian Dollars)


3. SIGNIFICANT ACCOUNTING POLICIES (Continued)  

 

c) Investments in Associates and Joint Ventures  

 

Investments over which the Company exercises significant influence and which it does not control or jointly control are associates. Investments in associates are accounted for using the equity method, except when classified as held for sale. Investments in joint ventures as determined in accordance with the policy “Interests in Joint Arrangements” are also accounted for using the equity method.

 

The equity method involves recording the initial investment at cost and subsequently adjusting the carrying value of the investment for the Company’s proportionate share of the profit or loss, other comprehensive income or loss and any other changes in the associate’s or joint venture’s net assets.

 

The Company’s proportionate share of the associate’s or joint venture’s profit or loss and other comprehensive income or loss is based on its most recent financial statements. Adjustments are made to align any inconsistencies between the Company’s accounting policies and the associate’s or joint venture’s policies before applying the equity method. Adjustments are also made to account for depreciable assets based on their fair values at the acquisition date of the investment and for any impairment losses recognized by the associate or joint venture.

 

If the Company’s share of the associate’s or joint venture’s losses equals or exceeds the investment in the associate or joint venture, recognition of further losses is discontinued. After the Company’s interest is reduced to zero, additional losses will be provided for and a liability recognized only to the extent that the Company has incurred legal or constructive obligations to provide additional funding or make payments on behalf of the associate or joint venture. If the associate or joint venture subsequently reports profits, the Company resumes recognizing its share of those profits only after its share of the profits equals the share of losses not recognized.

 

At each statement of financial position date, management considers whether there is objective evidence of impairment in associates and joint ventures. If there is such evidence, management determines if there is a need to record an impairment in relation to the associate or joint venture.

 

d) Foreign currencies  

 

The Company assesses functional currency on an entity by entity basis based on the related fact pattern; however, the presentation currency used in these consolidated financial statements is determined at management’s discretion.

 

The currency of the parent company, and the presentation currency applicable to these consolidated financial statements, is the Canadian dollar.

 

Transactions in currencies other than the functional currency are recorded at the rates of the exchange prevailing on dates of transactions.  At each financial position reporting date, monetary assets and liabilities that are denominated in foreign currencies are translated at the rates prevailing at each reporting date. Non-monetary items denominated in foreign currencies that are measured at fair value are retranslated to the functional currency at the exchange rate at the date the fair value was determined.  Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.


 96


AVRUPA MINERALS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

(Presented in Canadian Dollars)


3. SIGNIFICANT ACCOUNTING POLICIES (Continued)  

 

d) Foreign currencies (Continued)  

 

The Company has determined that the functional currency of its wholly-owned subsidiaries in Europe is the Euro and that the functional currency of its wholly-owned subsidiaries in Barbados is the US dollar.  Exchange differences arising from the translation of the subsidiaries’ functional currencies into the Company’s presentation currency are taken directly to the exchange reserve.

 

e) Exploration and evaluation assets and expenditures  

 

Exploration and evaluation expenditures include the costs of acquiring licenses, costs associated with exploration and evaluation activity, and the fair value (at acquisition date) of exploration and evaluation assets acquired in a business combination.  Exploration and evaluation expenditures are expensed as incurred except for expenditures associated with the acquisition of exploration and evaluation assets through a business combination or asset acquisition which are recognized as assets.  Costs incurred before the Company has obtained the legal rights to explore an area are recognized in the consolidated statement of comprehensive loss.

 

Capitalized costs, including general and administrative costs, are only allocated to the extent that these costs can be related directly to operational activities in the relevant area of interest where they are considered likely to be recoverable by future exploitation or sale or where the activities have not reached a stage which permits a reasonable assessment of the existence of reserves.

 

Exploration and evaluation assets are assessed for impairment if (i) sufficient data exists to determine technical feasibility and commercial viability, and (ii) facts and circumstances suggest that the carrying amount exceeds the recoverable amount.

 

Once the technical feasibility and commercial viability of the extraction of mineral resources in an area of interest are demonstrable, exploration and evaluation assets attributable to that area are first tested for impairment and then reclassified to mining property and development assets within property, plant and equipment.

 

Recoverability of the carrying amount of the exploration and evaluation assets is dependent on successful development and commercial exploitation, or alternatively, sale of the respective areas of interest.

 

f) Share-based payment transactions  

 

The share option plan allows the Company’s employees and consultants to acquire shares of the Company.  The fair value of options granted is recognized as a share-based payment expense with a corresponding increase in equity.  An individual is classified as an employee when the individual is an employee for legal or tax purposes (direct employee) or provides services similar to those performed by a direct employee.

 

The fair value is measured at grant date and each tranche is recognized on a graded-vesting basis over the period during which the options vest.  The fair value of the options granted is measured using the Black-Scholes option pricing model taking into account the terms and conditions upon which the options were granted.  At each statement of financial position reporting date, the amount recognized as an expense is adjusted to reflect the actual number of share options that are expected to vest.


 97


AVRUPA MINERALS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

(Presented in Canadian Dollars)


3. SIGNIFICANT ACCOUNTING POLICIES (Continued)  

 

g) Loss per share  

 

The Company presents the basic and diluted loss per share data for its common shares, calculated by dividing the loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period.  Diluted loss per share is determined by adjusting the loss attributable to common shareholders and the weighted average number of common shares outstanding for the effects of all dilutive potential common shares. In the Company’s case, diluted loss per share is the same as basic loss per share as the effects of including all outstanding options and warrants would be anti-dilutive.

 

h) Significant accounting judgments and estimates  

 

The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and reported amounts of expenses during the reporting period.  Actual outcomes could differ from these estimates.  These consolidated financial statements include estimates which, by their nature, are uncertain.  The impacts of such estimates are pervasive throughout these consolidated financial statements, and may require accounting adjustments based on future occurrences.  Revisions to accounting estimates are recognized in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and further periods if the revision affects both current and future periods.

 

Significant assumptions about the future and other sources of estimation uncertainty that management has made at the consolidated statement of financial position date, that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:

 

Critical judgments

 

The analysis of the functional currency for each entity of the Company. In concluding that the Canadian dollar is the functional currency of the parent, management considered both the funds from financing activities and the currency in which goods and services are paid. The functional currency of its wholly-owned subsidiaries in Europe is the Euro and subsidiaries in Barbados is the US Dollar as management considered the currencies which mainly influence the cost of providing goods and services in those subsidiaries. The Company chooses to report in Canadian dollar as the presentation currency;  

The assessment of indications of impairment of each mineral property and related determination of the net realized value and write-down of those properties where applicable; and  

The determination that the Company will continue as a going concern for the next year.  

 

i) Provisions  

 

Provisions are recognized in the consolidated statement of financial position when the Company has a legal or constructive obligation as a result of past events and it is probable that an outflow of economic benefit will be required to settle the obligation.  If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.


 98


AVRUPA MINERALS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

(Presented in Canadian Dollars)


3. SIGNIFICANT ACCOUNTING POLICIES (Continued)  

 

j) Financial instruments  

 

Adoption of IFRS 9 – Financial Instruments

 

On January 1, 2018, the Company adopted IFRS 9 in accordance with the transitional provisions of the standard. IFRS 9 uses a single approach to determine whether a financial asset is classified and measured at amortized cost or fair value, replacing the multiple rules in IAS 39, Financial Instruments: Recognition and Measurement. Most of the requirements in IAS 39 for classification and measurement of financial liabilities were carried forward in IFRS 9, so the Company’s accounting policy with respect to financial liabilities is unchanged. The change did not impact the carrying value of any of the Company’s financial assets on the transition date.

 

The following financial assets are classified as subsequently measured at amortized cost under both IAS 39 and IFRS 9 - cash, restricted cash, due from optionees, certain other receivables and property deposits.

 

The following financial liabilities are classified as subsequently measured at amortized cost under both IAS 39 and IFRS 9 – funds held for optionees, accounts payable and accrued liabilities, accounts payable owed by optionees, due to related parties and long-term loan.

 

The classification of financial assets is based on how an entity manages its financial instruments and the contractual cash flow characteristics of the financial asset. Transaction costs with respect to financial instruments classified as fair value through profit or loss are recognized as an adjustment to the cost of the underlying instruments.

 

The Company’s financial assets are classified into one of the following two measurement categories:

 

Financial assets held within a business model for the purpose of collecting contractual cash flows (“held to collect”) that represent solely payments of principal and interest (“SPPI”) are measured at amortized cost. Financial assets held within a business model where assets are both held for the purpose of collecting contractual cash flows or sold prior to maturity and the contractual cash flows represent solely payments of principal and interest are measured at FVPL.

 

k) Income taxes  

 

Income tax on the profit or loss for the periods presented comprises current and deferred tax.  Income tax is recognized in profit or loss except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity.

 

Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at period end, adjusted for amendments to tax payable with regards to previous years.


 99


AVRUPA MINERALS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

(Presented in Canadian Dollars)


3. SIGNIFICANT ACCOUNTING POLICIES (Continued)  

 

k) Income taxes (Continued)  

 

Deferred tax is recorded using the statement of financial position liability method, providing for temporary differences, between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.  The following temporary differences are not provided for:  goodwill not deductible for tax purposes; the initial recognition of assets or liabilities that affect neither accounting or taxable loss; nor differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future.  The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted that are expected to apply when temporary differences are expected to settle.

 

A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised.  To the extent that the Company does not consider it probable that a future tax asset will be recovered, it provides a valuation allowance against that excess.

 

Additional income taxes that arise from the distribution of dividends are recognized at the same time as the liability to pay the related dividend.

 

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.

 

l) New accounting standards and interpretations  

 

Certain new accounting standards and interpretations have been published that are not mandatory for the December 31, 2018 reporting period.  The Company has not early adopted the following new and revised standards, amendments and interpretations that have been issued but are not yet effective:

 

IFRS 16 Leases (effective January 1, 2019)  

 

The Company anticipates that the application of the above new and revised standards, amendments and interpretations will have no material impact on its results and financial position.


 100


AVRUPA MINERALS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

(Presented in Canadian Dollars)


4. EQUIPMENT  

 

 

 

Furniture and other equipment

Vehicles

Other assets

Total

Cost

 

 

 

 

 

As at January 1, 2017

 

$      120,250

$      172,564

$        21,147

$     313,961

Additions during the year

 

3,591

40,490

-

44,081

Disposal during the year

 

(11,706)

(116,314)

-

(128,020)

Exchange adjustment

 

7,494

10,754

1,318

19,566

As at December 31, 2017

 

119,629

107,494

22,465

249,588

Additions during the year

 

178

-

-

178

Disposal during the year

 

-

(34,581)

-

(34,581)

Exchange adjustment

 

4,459

4,006

837

9,302

As at December 31, 2018

 

$      124,266

$        76,919

$        23,302

$    224,487

 

 

 

 

 

 

Accumulated depreciation

 

 

 

 

 

As at January 1, 2017

 

$       90,040

$      157,971

$        17,813

$     265,824

Depreciation for the year

 

13,608

9,352

1,149

24,109

Depreciation for the year related to disposals

(11,706)

(101,985)

-

(113,691)

Exchange adjustment

 

5,985

10,102

1,142

17,229

As at December 31, 2017

 

97,927

75,440

20,104

193,471

Depreciation for the year

 

12,305

10,291

1,200

23,796

Depreciation for the year related to disposals

-

(34,581)

-

(34,581)

Exchange adjustment

 

3,900

3,021

773

7,694

As at December 31, 2018

 

$     114,132

$        54,171

$        22,077

$    190,380

 

 

 

 

 

 

Net book value

 

 

 

 

 

As at January 1, 2017

 

$        30,210

$        14,593

$          3,334

$       48,137

As at December 31, 2017

 

$        21,702

$        32,054

$          2,361

$       56,117

As at December 31, 2018

 

$        10,134

$        22,748

$          1,225

$       34,107


 101


AVRUPA MINERALS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

(Presented in Canadian Dollars)


5. EXPLORATION AND EVALUATION ASSETS AND MINERAL EXPLORATION EXPENSES

 

 

 

Portugal

 

 

 

Kosovo

 

Germany

 

Others

 

Total

 

 

Alvito

Alvalade

Covas

Others

 

Slivovo

Others

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exploration and evaluation assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquisition costs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of January 1, 2018

 

$               -

$    167,920

$               -

$  1,096,840

 

$   143,155

$               -

 

$                -

 

$             -

 

$  1,407,915

Addition during the period

 

-

-

-

-

 

-

-

 

-

 

-

 

-

As of December 31, 2018

 

$               -

$   167,920

$               -

$ 1,096,840

 

$   143,155

$               -

 

$                -

 

$             -

 

$   1,407,915

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mineral exploration expenses for the year ended December 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Concession fees and taxes

 

$      30,425

$      46,595

$               -

$            861

 

$             -

$       1,622

 

$                -

 

$             -

 

$        79,503

Depreciation

 

-

10,058

-

13,738

 

-

-

 

-

 

-

 

23,796

Drilling

 

472,513

485,935

-

-

 

-

-

 

-

 

-

 

958,448

Geological salaries and consulting

 

459,193

182,622

4,930

113,737

 

-

70,432

 

-

 

-

 

830,914

Geology work

 

-

-

-

-

 

-

-

 

-

 

15,592

 

15,592

Insurance

 

1,240

1,811

-

2,279

 

-

-

 

-

 

-

 

5,330

Legal and accounting

 

-

226

-

239

 

-

215

 

-

 

-

 

680

Office and administrative fees

 

5,400

35,292

839

22,755

 

-

1,676

 

-

 

4,313

 

70,275

Rent

 

66,513

62,112

3,107

51,433

 

-

14,125

 

-

 

138

 

197,428

Site costs

 

25,777

17,587

550

16,419

 

-

697

 

-

 

-

 

61,030

Travel

 

18,418

5,981

3,472

3,823

 

-

1,041

 

-

 

555

 

33,290

Reimbursements from optionee

 

(1,079,479)

(32,371)

(12,898)

(64,904)

 

-

-

 

-

 

-

 

(1,189,652)

 

 

$               -

$    815,848

$               -

$     160,380

 

$             -

$     89,808

 

$                -

 

$    20,598

 

$   1,086,634

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cumulative mineral exploration expenses since acquisition

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assaying

 

$               -

$               -

$               -

$                -

 

$   297,975

$     65,936

 

$      10,846

 

$             -

 

$      374,757

Concession fees and taxes

 

132,478

311,861

197,339

348,359

 

9,998

203,411

 

4

 

-

 

1,203,450

Depreciation

 

5,515

10,058

-

89,331

 

-

-

 

-

 

-

 

104,904

Drilling

 

472,513

485,935

-

-

 

1,180,217

-

 

-

 

-

 

2,138,665

Geological salaries and consulting

 

1,565,418

6,387,427

2,094,650

2,589,743

 

119,801

678,023

 

12,359

 

-

 

13,447,421

Geology work

 

-

-

-

32,377

 

891,582

402,515

 

223,619

 

140,906

 

1,690,999

Insurance

 

5,561

20,418

10,550

32,694

 

14,604

14,790

 

-

 

-

 

98,617

Legal and accounting

 

158

522

130

937

 

58,158

13,715

 

-

 

-

 

73,620

Office and administrative fees

 

37,320

235,465

26,160

207,454

 

80,149

100,368

 

5,255

 

63,191

 

755,362

Rent

 

179,602

492,391

52,175

343,609

 

28,694

81,364

 

-

 

20,560

 

1,198,395

Report

 

-

-

-

-

 

24,232

-

 

-

 

-

 

24,232

Site costs

 

70,295

178,714

58,205

113,990

 

185,074

194,297

 

-

 

8,865

 

809,440

Travel

 

75,516

231,701

60,210

111,419

 

60,107

22,414

 

-

 

15,326

 

576,693

Trenching and road work

 

-

-

-

-

 

34,339

-

 

-

 

-

 

34,339

Reimbursements from optionee

 

(2,149,344)

(7,402,160)

(2,433,097)

(308,385)

 

(2,834,986)

(45,158)

 

-

 

-

 

(15,173,130)

 

 

$   395,032

$    952,332

$      66,322

$  3,561,528

 

$   149,944

$1,731,675

 

$     252,083

 

$  248,848

 

$   7,357,764


 102


AVRUPA MINERALS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

(Presented in Canadian Dollars)


 

 

Portugal

 

Kosovo

 

Germany

 

Others

 

Total

 

 

Alvalade

Covas

Alvito

Others

 

Slivovo

Others

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exploration and evaluation assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquisition costs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of January 1, 2017

 

$    167,920

$      71,289

$                -

$ 1,096,840

 

$   143,155

$               -

 

$                -

 

$             -

 

$   1,479,204

Write-down of property during the year

 

-

(71,289)

-

-

 

-

-

 

-

 

-

 

(71,289)

As of December 31, 2017

 

$    167,920

$               -

$                -

$ 1,096,840

 

$   143,155

$               -

 

$                -

 

$             -

 

$   1,407,915

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mineral exploration expenses for the year ended December 31, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assaying

 

$               -

$               -

$                -

$                -

 

$             -

$     34,110

 

$                -

 

$             -

 

$        34,110

Concession fees and taxes

 

44,290

-

18,574

11,839

 

-

3,088

 

-

 

-

 

77,791

Depreciation

 

-

-

-

21,520

 

-

-

 

-

 

-

 

21,520

Drilling

 

-

-

-

-

 

-

-

 

-

 

-

 

-

Geological salaries and consulting

 

98,544

98,520

527,082

278,198

 

-

73,176

 

-

 

-

 

1,075,520

Geology work

 

-

-

-

-

 

-

-

 

29,621

 

42,664

 

72,285

Insurance

 

347

-

814

5,090

 

-

-

 

-

 

-

 

6,251

Legal and accounting

 

-

-

16

155

 

-

13,500

 

-

 

-

 

13,671

Office and administrative fees

 

6,333

1,170

6,397

25,524

 

-

82,182

 

-

 

16,717

 

138,323

Rent

 

68,617

8,790

56,798

61,410

 

-

18,906

 

-

 

5,764

 

220,285

Report

 

-

-

-

-

 

-

-

 

-

 

-

 

-

Site costs

 

2,474

552

19,811

8,848

 

-

3,625

 

-

 

1,392

 

36,702

Travel

 

2,067

450

25,606

5,692

 

-

6,976

 

-

 

5,564

 

46,355

Trenching and road work

 

-

-

-

-

 

-

-

 

-

 

-

 

-

Reimbursements from optionee

 

(5,259)

(109,482)

(655,098)

(10,356)

 

-

-

 

-

 

-

 

(780,195)

 

 

$    217,413

$               -

$                -

$    407,920

 

$             -

$   235,563

 

$     29,621

 

$    72,101

 

$      962,618

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cumulative mineral exploration expenses since acquisition

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assaying

 

$               -

$               -

$                -

$                -

 

$   297,975

$     65,936

 

$     10,846

 

$             -

 

$      374,757

Concession fees and taxes

 

265,266

197,339

102,053

347,498

 

9,998

201,789

 

4

 

-

 

1,123,947

Depreciation

 

-

-

5,515

75,593

 

-

-

 

-

 

-

 

81,108

Drilling

 

-

-

-

-

 

1,180,217

-

 

-

 

-

 

1,180,217

Geological salaries and consulting

 

6,204,805

2,089,720

1,106,225

2,476,006

 

119,801

607,591

 

12,359

 

-

 

12,616,507

Geology work

 

-

-

-

32,377

 

891,582

402,515

 

223,619

 

125,314

 

1,675,407

Insurance

 

18,607

10,550

4,321

30,415

 

14,604

14,790

 

-

 

-

 

93,287

Legal and accounting

 

296

130

158

698

 

58,158

13,500

 

-

 

-

 

72,940

Office and administrative fees

 

200,173

25,321

31,920

184,699

 

80,149

98,692

 

5,255

 

58,878

 

685,087

Rent

 

430,279

49,068

113,089

292,176

 

28,694

67,239

 

-

 

20,422

 

1,000,967

Report

 

-

-

-

-

 

24,232

-

 

-

 

-

 

24,232

Site costs

 

161,127

57,655

44,518

97,571

 

185,074

193,600

 

-

 

8,865

 

748,410

Travel

 

225,720

56,738

57,098

107,596

 

60,107

21,373

 

-

 

14,771

 

543,403

Trenching and road work

 

-

-

-

-

 

34,339

-

 

-

 

-

 

34,339

Reimbursements from optionee

 

(7,369,789)

(2,420,199)

(1,069,865)

(243,481)

 

(2,834,986)

(45,158)

 

-

 

-

 

(13,983,478)

 

 

$    136,484

$      66,322

$     395,032

$ 3,401,148

 

$   149,944

$1,641,867

 

$    252,083

 

$  228,250

 

$   6,271,130


 103


AVRUPA MINERALS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

(Presented in Canadian Dollars)


5. EXPLORATION AND EVALUATION ASSETS AND MINERAL EXPLORATION EXPENSES (Continued)  

 

Portugal

The Company, through its 100% holding in MAEPA Empreendimentos Mineiros e Participacoes Lda (“MAEPA”), holds four exploration licenses in Portugal, spread from the north to the south in the country. The licenses have been issued to MAEPA by the government of Portugal, and relate to the following named properties:

Alvito  

Alvalade  

Marateca  

Mertola  

Covas (dropped in 2018)  

 

Licenses have varying required work commitments and carry a 3% Net Smelter Return (“NSR”) payable to the government of Portugal.

 

Alvito:

 

Callinan Royalties Corporation (“Callinan”) (now Altius Minerals Corporation) has a 1.5% NSR royalty on the Alvito property.

 

On April 5, 2017, the Company signed an earn-in option agreement with Australia-based OZ Exploration Pty. Ltd. (“OZE”), a wholly-owned subsidiary of OZ Minerals Limited (“OZM”), to explore on the Alvito iron oxide, copper-gold (“IOCG”) project located in southern Portugal.  The agreement allows for OZE to earn up to a total 75% interest in the project by spending AUS $4,000,000 over approximately 2½ years under the following terms:

 

For OZE to earn a 51% interest in year 1:  Fund AUS$1,000,000 in exploration expenditures (subsequently amended to OZE must spend a minimum of AUS$1,000,000 on or before July 5, 2018 - spent);  

For OZE to earn a further 24% interest (total of 75% interest) by September 30, 2019:  Fund a further AUS$3,000,000 in exploration expenditures; and  

The Company will be the operator during the first earn-in stage with active technical support and oversight from OZE’s experienced IOCG team.  

 

On October 5, 2018, OZE terminated the agreement.

 

Since inception of the agreement and to December 31, 2018, OZE had forwarded a total of $1,725,209 (€1,130,000) for the Alvito property. The Company incurred an additional amount of $9,368 (€6,000) as of December 31, 2018 which was subsequently reimbursed by OZE.

 

Alvalade:

 

In June 2017, the Company recovered 100% ownership of the Alvalade project by forgiving certain debts, assuming a deposit on the project and making future payments to its initial partner upon meeting certain milestones.

 

On December 7, 2017, the Company signed an exclusivity agreement with a subsidiary of an international mining company, allowing it a right to negotiate the acquisition of an interest in the Alavade property, the Marateca property and the Mertola property for non-refundable payments of €25,000 in respect of each property for a total of €75,000.  Such amount was received in December 2017 and was used to offset the expenditures incurred in fiscal 2018.


 104


AVRUPA MINERALS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

(Presented in Canadian Dollars)


5. EXPLORATION AND EVALUATION ASSETS AND MINERAL EXPLORATION EXPENSES (Continued)  

 

Covas:

 

Blackheath Resources Inc. (“Blackheath”) has earned a 75% interest in the Covas property by spending a cumulative €1,320,000 and per the May 7, 2014 amended Joint Venture agreement, Blackheath can earn further interests, as noted below:

 

To earn a further 5% of the JV (for an aggregate total of 80%), Blackheath must fund €498,000 on exploration by March 20, 2016. [Not completed.]  

To earn a further 5% of the JV (for an aggregate total of 85%), Blackheath must fund €833,000 on exploration by March 20, 2017. [Not completed.]  

 

Since inception of the agreement and to December 31, 2018, Blackheath had forwarded a total of $2,399,242 (€1,733,612) for the Covas property. The Company incurred an additional amount of $33,855 (€21,684) as of December 31, 2018 which will be reimbursed by Blackheath.

 

In March 2018, Blackheath terminated the agreement and the Company wrote off $71,289 as of December 31, 2017 and has let the Covas license lapse.

 

Others including Marateca and Mertola:

 

On December 7, 2017, the Company signed an exclusivity agreement with the Funding Partner and On March 5, 2018, the Company signed a non-binding letter of intent (the “LOI”) with the Funding Partner. See Note 5 under “Alvalade”.

 

The LOI sets out the general terms and conditions that are proposed to be included in a definitive agreement (the “DA”). Until the DA is signed and each party has obtained the required approvals, there are no legally binding obligations on either party. Given that the Funding Partner has not moved forward on the proposed transactions, management considers the LOI to have lapsed.

 

Kosovo

 

The Company, through its 100% holding in Innomatik, held one exploration license in Kosovo:

 

Metovit  

 

The Metovit license was issued in 2015 and carries certain work commitments and a 5% NSR payable to the government of Kosovo. This license expired on June 10, 2018 and the Company is currently in the process of renewing it. There are no acquisition costs associated with this license.

 

Slivovo license:

 

Byrnecut International Limited (“Byrnecut”) has earned an 85% interest in the Slivovo property after forwarding $2,834,986 (€2,000,000) for the Slivovo property to the Company and completing a Preliminary Feasibility Study (“PFS”) by April 10, 2017. Byrnecut and the Company had set up a joint venture entity known as Peshter Mining J.S.C. (“Peshter Mining”) to reflect the 85:15 ownership and transferred the Slivovo license into Peshter Mining with Byrnecut being the operator. If a party’s interest in Peshter Mining has been diluted to 10% or less, the diluted party’s interest in Peshter Mining will be converted into a 2% Net Smelter Return.

 

As of December 31, 2018, Byrnecut spent over €3,883,421 in Peshter Mining, diluting the Company’s interest in Peshter Mining to 10.29%.


105


AVRUPA MINERALS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

(Presented in Canadian Dollars)


5. EXPLORATION AND EVALUATION ASSETS AND MINERAL EXPLORATION EXPENSES (Continued)  

 

Germany

 

The Company has earned an 85% interest in the Oelsnitz property under its agreement with Beak Consultants GmbH (“Beak”) by spending €140,000.  There is no royalty attached to the property. The Company is working with Beak to set up a joint-venture entity. As of December 31, 2018, the Company had spent $252,083 (€192,576) on the Oelsnitz property.

 

 

 

December 31, 2018

 

December 31, 2017

 

 

 

 

 

Restricted cash & Funds held for optionees

 

 

 

 

Alvito - OZE

$                      -

 

$             70,635

 

Alvalade, Marateca and Mertola - Funding Partner

-

 

97,275

 

 

$                      -

 

$           167,910

 

 

 

 

 

Due from optionees

 

 

 

 

Covas - Blackheath

$            33,855

 

$             28,557

 

Alvito - OZE

9,368

 

-

 

 

$            43,223

 

$             28,557

 

6. PROPERTY DEPOSITS  

 

As of December 31, 2018, the Company had a total of $134,272 (€86,000) (December 31, 2017: $177,613 (€118,000)) of cash pledged for its exploration licenses in Portugal.  The advances to the Portuguese regulatory authorities are refundable to the Company, subject to completion of the work obligations described in the exploration license applications.

 

During the year ended December 31, 2018, the Company determined that the required work obligations for the Covas, Marateca, Mertola and two minor properties either had not, or would not, be completed. Accordingly, $167,059 (€107,000), in cash pledged for these exploration licenses was written off. In addition, the property deposit of $117,097 (€75,000)pledged by the former optionee of the Alvalade property was assigned to the Company. As a result of these transactions, property deposits were written down by a net amount of $49,962 (€32,000).

 

7. CAPITAL AND RESERVES  

 

(a) Authorized:  

 

At December 31, 2018, the authorized share capital was comprised of an unlimited number of common shares.  The common shares do not have a par value.  All issued shares are fully paid.


106


AVRUPA MINERALS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

(Presented in Canadian Dollars)


7. CAPITAL AND RESERVES (Continued)  

 

(b) Share issuances:  

 

i. During the year ended December 31, 2016, the Company issued common shares pursuant to the exercise of 4,573,000 warrants for cash proceeds of $685,950, the exercise of 200,000 stock options for cash proceeds of $20,000 and the exercise of 453,000 finder’s options for cash proceeds of $45,300.  

 

ii. On July 4, 2016, the Company completed a non-brokered private placement by issuing 13,547,000 units (“Unit”) at a price of $0.10 per Unit for gross proceeds of $1,354,700. Each Unit consists of one common share and one non-transferable warrant. Each warrant entitles the holder to purchase one additional common share for a 3-year period at a price of $0.15.  The warrants were ascribed a value of $596,068.  

 

In connection with the financing, the Company paid $16,125 as a cash finder’s fee and issued 411,250 finder’s options, each of which is exercisable into one Unit at a price of $0.10 for a period of 36 months. Each Unit consists of one common share and one non-transferable warrant exercisable for a 3-year period at a price of $0.15.  The finder’s options were ascribed a value of $47,540.  In addition, $60,722 was included in share issue costs.

 

iii. On April 20, 2017, the Company completed a non-brokered private placement by issuing 2,500,000 common shares at a price of $0.09 per share for gross proceeds of $225,000. In connection with the financing, a total of $11,975 share issue costs were paid.  

 

iv. On July 12, 2017, the Company completed a non-brokered private placement by issuing 10,170,000 units (“Unit”) at a price of $0.10 per Unit for gross proceeds of $1,017,000. Each Unit consists of one common share and one non-transferrable warrant. Each warrant entitles the holder to purchase one additional common share for a 3-year period at a price of $0.15. The warrants were ascribed a value of $391,154.  

 

In connection with the financing, a total of $46,348 share issue costs were paid.

 

v. On March 26, 2018, the Company completed a non-brokered private placement by issuing 6,875,000 units (“Unit”) at a price of $0.08 per Unit for gross proceeds of $550,000. Each Unit consists of one common share and one non-transferable warrant. Each warrant entitles the holder to purchase one additional common share for a 2-year period at a price of $0.12.  The warrants were ascribed a value of $172,137.  

 

In connection with the financing, a total of $19,019 share issue costs were paid.

 

vi. On November 9, 2018, the Company closed the first tranche of a non-brokered private placement by issuing 10,000,000 units (“Unit”) at a price of $0.05 per Unit for gross proceeds of $500,000, and on December 17, 2018 closed the second tranche of $232,000 by issuing 4,640,000 units at a price of $0.05 per Unit. Each Unit consists of one common share and one non-transferable warrant. Each warrant entitles the holder to purchase one additional common share at a price of $0.10 until November 9, 2021 for the first tranche and until December 17, 2021 for the second tranche.  The warrants were ascribed a value of $179,897 and $78,612 respectively. If however the closing price of the Company’s shares are $0.20 or greater for a period of 20 consecutive trading days, the warrants will expire on the earlier of the 30 th day after such notice is given and the original expiry date.  

 

In connection with the financing, a total of $36,825 share issue costs were paid.


107


AVRUPA MINERALS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

(Presented in Canadian Dollars)


7. CAPITAL AND RESERVES (Continued)  

 

(c) Share Purchase Option Compensation Plan:  

 

The Company has established a stock option plan whereby the Company may grant options to directors, officers, employees and consultants of up to 10% of the common shares outstanding at the time of grant. The exercise price, term and vesting period of each option are determined by the board of directors within regulatory guidelines.

 

Stock option transactions and the number of stock options for the year ended December 31, 2018 are summarized as follows:

 

 

Exercise

December 31,

 

 

 

Expired/

December 31,

Expiry date

price

2017

Granted

 

Exercised

cancelled

2018

October 16, 2018

$0.10

1,145,000

-

 

-

(1,145,000)

-

March 3, 2019 *

$0.165

200,000

-

 

-

-

200,000

July 15, 2020

$0.10

2,015,000

-

 

-

-

2,015,000

September 26, 2021

$0.18

1,575,000

-

 

-

-

1,575,000

Tuesday, April 26, 2022

$0.10

1,310,000

-

 

-

-

1,310,000

Tuesday, March 14, 2023

$0.10

-

1,800,000

 

-

-

1,800,000

Sunday, March 26, 2023

$0.10

-

40,000

 

-

-

40,000

Options outstanding  

 

6,245,000

1,840,000

 

-

(1,145,000)

6,940,000

Options exercisable

 

6,245,000

1,840,000

 

-

(1,145,000)

6,940,000

Weighted average exercise price

 

$0.12

$0.10

 

$Nil

$0.10

$0.12

 

* Subsequently expired unexercised.

 

As of December 31, 2018, the weighted average contractual remaining life is 2.81 years (December 31, 2017 – 2.85 years).

 

Stock options transactions and the number of stock options for the year ended December 31, 2017 are summarized as follows:

 

 

Exercise

December 31,

 

 

 

Expired/

December 31,

Expiry date

price

2016

Granted

 

Exercised

cancelled

2017

January 27, 2017

$0.30

100,000

-

 

-

(100,000)

-

April 10, 2017

$0.30

720,000

-

 

-

(720,000)

-

July 15, 2017

$0.10

300,000

-

 

-

(300,000)

-

October 16, 2018

$0.10

1,145,000

-

 

-

-

1,145,000

March 3, 2019

$0.165

200,000

-

 

-

-

200,000

July 15, 2020

$0.10

2,015,000

-

 

-

-

2,015,000

September 26, 2021

$0.18

1,575,000

-

 

-

-

1,575,000

Tuesday, April 26, 2022

$0.10

-

1,310,000

 

-

-

1,310,000

Options outstanding  

 

6,055,000

1,310,000

 

-

(1,120,000)

6,245,000

Options exercisable

 

6,055,000

1,310,000

 

-

(1,120,000)

6,245,000

Weighted average exercise price

 

$0.15

$0.10

 

$Nil

$0.25

$0.12


108


AVRUPA MINERALS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

(Presented in Canadian Dollars)


7. CAPITAL AND RESERVES (Continued)  

 

(c) Share Purchase Option Compensation Plan: (Continued)  

 

Stock options transactions and the number of stock options for the year ended December 31, 2016 are summarized as follows:

 

 

Exercise

December 31,

 

 

 

Expired/

December 31,

Expiry date

price

2015

Granted

 

Exercised

cancelled

2016

January 27, 2017

$0.30

100,000

-

 

-

-

100,000

April 10, 2017

$0.30

720,000

-

 

-

-

720,000

July 15, 2017

$0.10

300,000

-

 

-

-

300,000

October 16, 2018

$0.10

1,345,000

-

 

(200,000)

-

1,145,000

March 3, 2019

$0.165

200,000

-

 

-

-

200,000

July 15, 2020

$0.10

2,015,000

-

 

-

-

2,015,000

September 26, 2021

$0.18

-

1,575,000

 

-

-

1,575,000

Options outstanding  

 

4,680,000

1,575,000

 

(200,000)

-

6,055,000

Options exercisable

 

4,455,000

1,575,000

 

(200,000)

-

6,055,000

Weighted average exercise price

 

$0.14

$0.18

 

$0.10

$Nil

$0.15

 

The weighted average assumptions used to estimate the fair value of options for the years ended December 31, 2018, 2017 and 2016 were:

 

 

2018

2017

2016

Risk-free interest rate

1.25%

1.21%

1.71%

Expected life

5 years

5 years

4.53 years

Expected volatility

130.43%

141.88%

144.86%

Expected dividend yield

Nil

Nil

Nil

 

Option pricing models require the input of highly subjective assumptions including the expected price volatility.  Changes in the subjective input assumptions can materially affect the fair value estimate, and therefore the existing models do not necessarily provide a reliable measure of the fair value of the Company’s share purchase options.

 

(d) Finder’s Options:  

 

The continuity of finder’s options for the year ended December 31, 2018 is as follows:

 

 

Exercise

December 31,

 

 

 

 

December 31,

Expiry date

price

2017

Issued

 

Exercised

Expired

2018

July 14, 2018

$0.10

99,000

-

 

-

(99,000)

-

July 4, 2019 (1)

$0.10

411,250

-

 

-

-

411,250

Outstanding

 

510,250

-

 

-

(99,000)

411,250

Weighted average exercise price

 

$0.10

$Nil

 

$Nil

$0.10

$0.10

 

 

(1) The finder’s options are exercisable into units, with each unit consisting of one common share and one warrant exercisable until July 4, 2019 at $0.15.  

 

As of December 31, 2018, the weighted average contractual remaining life is 0.51 years (December 31, 2017 – 1.32 years).


109


AVRUPA MINERALS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

(Presented in Canadian Dollars)


7. CAPITAL AND RESERVES (Continued)  

 

(d) Finder’s Options: (Continued)  

 

The continuity of finder’s options for the year ended December 31, 2017 is as follows:

 

 

Exercise

December 31,

 

 

 

 

December 31,

Expiry date

price

2016

Issued

 

Exercised

Expired

2017

August 22, 2017

$0.25

152,600

-

 

-

(152,600)

-

July 14, 2018

$0.10

99,000

-

 

-

-

99,000

July 4, 2019

$0.10

411,250

-

 

-

-

411,250

Outstanding

 

662,850

-

 

-

(152,600)

510,250

Weighted average exercise price

 

$0.13

$Nil

 

$Nil

$0.25

$0.10

 

The continuity of finder’s options for the year ended December 31, 2016 is as follows:

 

 

Exercise

December 31,

 

 

 

 

December 31,

Expiry date

price

2015

Issued

 

Exercised

Expired

2016

September 24, 2016

$0.10

148,800

-

 

(84,000)

(64,800)

-

August 22, 2017

$0.25

152,600

-

 

-

-

152,600

July 14, 2018

$0.10

468,000

-

 

(369,000)

-

99,000

July 4, 2019

$0.10

-

411,250

 

-

-

411,250

Outstanding

 

769,400

411,250

 

(453,000)

(64,800)

662,850

Weighted average exercise price

 

$0.13

$0.10

 

$0.10

$0.10

$0.13

 

The weighted average assumptions used to estimate the fair value of finder’s options for the years ended December 31, 2018, 2017 and 2016 were:

 

 

2018

2017

2016

Risk-free interest rate

Nil

Nil

0.87%

Expected life

Nil

Nil

3 years

Expected volatility

Nil

Nil

144.75%

Expected dividend yield

Nil

Nil

Nil

 

(e) Warrants:  

 

The continuity of warrants for the year ended December 31, 2018 is as follows:

 

 

Exercise

December 31,

 

 

 

 

December 31,

Expiry date

price

2017

Issued

 

Exercised

Expired

2018

July 14, 2018

$0.15

10,920,000

-

 

-

(10,920,000)

-

July 4, 2019

$0.15

13,547,000

-

 

-

-

13,547,000

July 12, 2020

$0.15

10,170,000

-

 

-

-

10,170,000

March 26, 2020

$0.12

-

6,875,000

 

-

-

6,875,000

November 9, 2021 (1)

$0.10

-

10,000,000

 

-

-

10,000,000

December 17, 2021 (1)

$0.10

-

4,640,000

 

-

-

4,640,000

Outstanding

 

34,637,000

21,515,000

 

-

(10,920,000)

45,232,000

Weighted average exercise price

 

$0.15

$0.11

 

$Nil

$0.15

$0.13

 

(1) These warrants have a forced exercise price. If the closing price of the Company’s shares is $0.20 or greater for a period of 20 consecutive trading days, the warrants will expire on the earlier of the 30 th day after such notice is given and the original expiry date.  

 

As of December 31, 2018, the weighted average contractual life is 1.62 years (December 31, 2017 – 1.50 years).  


110


AVRUPA MINERALS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

(Presented in Canadian Dollars)


7. CAPITAL AND RESERVES (Continued)  

 

(e) Warrants: (Continued)  

 

The continuity of warrants for the year ended December 31, 2017 is as follows:

 

 

Exercise

December 31,

 

 

 

 

December 31,

Expiry date

price

2016

Issued

 

Exercised

Expired

2017

March 28, 2017

$0.40

4,000,000

-

 

-

(4,000,000)

-

August 22, 2017

$0.40

4,400,000

-

 

-

(4,400,000)

-

October 4, 2017

$0.25

7,990,000

-

 

-

(7,990,000)

-

July 14, 2018

$0.15

10,920,000

-

 

-

-

10,920,000

July 4, 2019

$0.15

13,547,000

-

 

-

-

13,547,000

July 12, 2020

$0.15

-

10,170,000

 

-

-

10,170,000

Outstanding

 

40,857,000

10,170,000

 

-

(16,390,000)

34,637,000

Weighted average exercise price

 

$0.22

$0.15

 

$Nil

$0.33

$0.15

 

The continuity of warrants for the year ended December 31, 2016 is as follows:

 

 

Exercise

December 31,

 

 

 

 

December 31,

Expiry date

price

2015

Issued

 

Exercised

Expired

2016

September 24, 2016

$0.15

5,720,000

84,000

(2)

(4,354,000)

(1,450,000)

-

October 15, 2016

$0.15

2,833,334

-

 

(219,000)

(2,614,334)

-

March 28, 2017

$0.40

4,000,000

-

 

-

-

4,000,000

August 22, 2017

$0.40

4,400,000

-

 

-

-

4,400,000

October 4, 2017

$0.25

7,990,000

-

 

-

-

7,990,000

July 14, 2018

$0.15

10,920,000

-

 

-

-

10,920,000

July 4, 2019

$0.15

-

13,547,000

 

-

-

13,547,000

Outstanding

 

35,863,334

13,631,000

 

(4,573,000)

(4,064,334)

40,857,000

Weighted average exercise price

 

$0.23

$0.15

 

$0.15

$0.15

$0.22

 

(2) The warrants were issued as a result of 84,000 finder’s options being exercised.  

 

The weighted average assumptions used to estimate the fair value of warrants for the years ended December 31, 2018, 2017 and 2016 were:

 

 

2018

2017

2016

Risk-free interest rate

1.14%

0.71%

0.87%

Expected life

2.68 years

3 years

2.98 years

Expected volatility

108.87%

116.49%

144.62%

Expected dividend yield

Nil

Nil

Nil


111


AVRUPA MINERALS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

(Presented in Canadian Dollars)


8. RELATED PARTY TRANSACTIONS AND BALANCES  

 

The aggregate value of transactions and outstanding balances relating to key management personnel and entities over which they have control or significant influence were as follows:

 

For the year ended December 31, 2018

 

Short-term

employee benefits

 

Post-employment

benefits

Other

long-term

benefits

Termination

benefits

Other expenses

Share-based

payments

Total

 

Paul W. Kuhn

Chief Executive Officer, Director

$253,968

 

$Nil

 

$Nil

 

$Nil

 

$61,430

 

$11,505

$326,903

Winnie Wong,

Chief Financial Officer

 

$Nil

 

$Nil

 

$Nil

 

$Nil

 

$Nil

 

$9,588

 

$9,588

 

For the year ended December 31, 2017

 

Short-term

employee benefits

 

Post-employment

benefits

Other

long-term

benefits

Termination

benefits

Other expenses

Share-based

payments

Total

 

Paul W. Kuhn

Chief Executive Officer, Director

$265,828

 

$Nil

 

$Nil

 

$Nil

 

$53,262

 

$16,880

$335,970

Winnie Wong,

Chief Financial Officer

 

$Nil

 

$Nil

 

$Nil

 

$Nil

 

$Nil

 

$12,660

 

$12,660

 

For the year ended December 31, 2016

 

Short-term

employee benefits

 

Post-employment

benefits

Other

long-term

benefits

Termination

benefits

Other expenses

Share-based

payments

Total

 

Paul W. Kuhn

Chief Executive Officer, Director

$265,571

 

$Nil

 

$Nil

 

$Nil

 

$67,972

 

$16,270

$349,813

Winnie Wong,

Chief Financial Officer

 

$Nil

 

$Nil

 

$Nil

 

$Nil

 

$Nil

 

$16,270

 

$16,270


112


AVRUPA MINERALS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

(Presented in Canadian Dollars)


8. RELATED PARTY TRANSACTIONS AND BALANCES (Continued)  

 

Related party liabilities

 

 

 

Years ended

 

 

 

 

Services

December 31,   2018

December 31,   2017

December 31,   2016

As at

As at

December 31, 2018

December 31, 2017

Amounts due to:

 

 

 

 

 

 

Pacific Opportunity Capital Ltd. (a)

Rent, management and accounting services

$      228,455

$       218,690

$       236,975

$          62,754

$         21,134

Paul W. Kuhn

Consulting and housing allowance and share-based payment

$      326,903

$       335,970

$       349,813

$          33,523

$         16,776

Paul L. Nelles (b)

Salaries and share-based payment

$        27,620

$        23,320

$        35,387

$               Nil

$               Nil

Mineralia (c)

Consulting

$      157,536

$       198,089

$       239,882

$          34,375

$         17,496

B&B Renting and Consulting Lda. (d)

Rent

$               Nil

$        42,026

$        26,293

$               Nil

$           4,117

Adriano Barros (c)

Share-based payment

$          5,369

$        16,880

$        11,389

$               Nil

$               Nil

TOTAL:

 

$      745,883

$       834,975

$       899,739

$        130,652

$         59,523

 

(a) Pacific Opportunity Capital Ltd., a company controlled by a director of the Company.  

(b) Paul L. Nelles is a director of Innomatik.  

(c) Mineralia, a private company partially owned by Adriano Barros, the general manager of MAEPA.  

(d) B&B Renting and Consulting Lda., a private company partially owned by Adriano Barros, the general manager of MAEPA.  

 

9. LONG-TERM LOAN  

 

In March 2017, the Company entered into a long-term loan to purchase a used vehicle.  The long-term loan is repayable in monthly payments totalling $27,911 (€17,877) as of December 31, 2018, including interest calculated at 5.635%, and maturing on April 5, 2022.

 

 

December 31, 2018

December 31, 2017

 

 

 

 

 

Long-term loan

$       25,127

€       16,094

$       30,451

€       20,230

Less: current portion of long-term loan

7,031

4,503

6,393

4,248

 

$       18,096

€       11,591

$       24,058

€       15,982

 

 

 

 

 

Payment schedule of long-term loan

 

 

 

 

Year 1

$         8,373

€         5,363

$         8,072

€         5,363

Year 2

8,373

5,363

8,072

5,363

Year 3

8,373

5,363

8,072

5,363

Year 4

2,791

1,788

8,072

5,363

Year 5

-

-

2,524

1,675

 

$       27,911

€       17,877

$       34,812

€       23,127

Less: imputed interest

2,596

1,663

4,126

2,741

Other fees

188

120

235

156

 

$       25,127

€       16,094

$       30,451

€       20,230


113


AVRUPA MINERALS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

(Presented in Canadian Dollars)


10. LOSS PER SHARE  

 

Basic and diluted loss per share

 

The calculation of basic and diluted loss per share for the year ended December 31, 2018 was based on the loss attributable to common shareholders of $1,885,332 (2017 – $1,906,297; 2016 - $1,872,121) and a weighted average number of common shares outstanding of 93,795,401 (2017 – 80,787,810; 2016 – 63,766,095).

 

Diluted loss per share did not include the effect of 6,940,000 share purchase options, 411,250 finder’s options and 45,232,000 warrants outstanding at year end (2017 – 6,245,000 share purchase options, 510,250 finder’s options and 34,637,000 warrants; 2016 – 6,055,000 share purchase options, 662,850 finder’s options and 40,857,000 warrants) as they are anti-dilutive.

 

11. FINANCIAL INSTRUMENTS  

 

The fair values of the Company’s cash, restricted cash, other receivables, due from optionees, property deposits, funds held for optionees, accounts payables and accrued liabilities, accounts payable owed by optionees, due to related parties and loans and other borrowings approximate their carrying values because of the short-term nature of these instruments.

 

The Company’s financial instruments are exposed to certain financial risks, including credit risk, liquidity risk, interest risk, commodity price risk and currency risk.

 

(a) Credit risk  

 

The Company’s cash is held in financial institutions in Canada, Portugal, Kosovo and Barbados and property deposits are held by Portuguese regulatory authorities.  Amounts are receivable from optionees.

 

(b) Liquidity risk  

 

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages liquidity risk through the management of its capital structure.

 

As at December 31, 2018, the Company had cash of $106,288 (December 31, 2017 - $182,794), VAT receivables of $22,308 (December 31, 2017 - $36,666) and other receivables of $123,837 (December 31, 2017 - $30,559) to settle current liabilities, net of funds held for optionees and accounts payable owed by optionees, of $766,550 (December 31, 2017 - $204,761).

 

Accounts payable and accrued liabilities are due within the current operating period.

 

(c) Interest rate risk  

 

Interest rate risk is not material as the Company does not have any significant financial assets or liabilities subject to fluctuation in interest rates.


114


AVRUPA MINERALS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

(Presented in Canadian Dollars)


11. FINANCIAL INSTRUMENTS (Continued)  

 

(d) Equity market price risk  

 

The Company is exposed to price risk with respect to equity market prices. Price risk as it relates to the Company is defined as the potential adverse impact on the Company’s ability to finance due to movements in individual equity prices or general movements in the level of the stock market. The Company closely monitors individual equity movements and the stock market to determine the appropriate course of action to be taken by the Company.

 

(e) Currency risk  

 

The Company’s property interests in Portugal and Kosovo make it subject to foreign currency fluctuations and inflationary pressures which may adversely affect the Company’s financial position, results of operations and cash flows. The Company is affected by changes in exchange rates between the Canadian Dollar and foreign functional currencies. The Company does not invest in foreign currency contracts to mitigate the risks. The Company has net monetary liabilities of $439,300 dominated in US dollars and Euros. A 1% change in the absolute rate of exchange in US dollars and Euros would affect its net loss by $21,000.

 

IFRS 7 establishes a fair value hierarchy that prioritizes the input 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 other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and

 

Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).

 

The following table sets forth the Company’s financial assets measured at fair value by level within the fair value hierarchy as at December 31, 2018 and 2017.

 

As at December 31, 2018

 

Level 1

 

Level 2

 

Level 3

 

Total

Assets:

 

 

 

 

 

 

 

 

Cash

$

106,288

$

-

$

-

$

106,288

Restricted cash

 

-

 

-

 

-

 

-

 

$

106,288

$

-

$

-

$

106,288

 

As at December 31, 2017

 

Level 1

 

Level 2

 

Level 3

 

Total

Assets:

 

 

 

 

 

 

 

 

Cash

$

182,794

$

-

$

-

$

182,794

Restricted cash

 

167,910

 

-

 

-

 

167,910

 

$

350,704

$

-

$

-

$

350,704

 

As at December 31, 2018, the carrying value of financial assets classified as subsequently measured at amortized cost totalled $319,399 (December 31, 2017 - $587,433). See Note 3 j).


115


AVRUPA MINERALS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

(Presented in Canadian Dollars)


12. SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS  

 

The non-cash transactions during the years ended December 31, 2018, 2017 and 2016 were as follows:

 

$23,796 (2017 - $21,520; 2016 - $14,240) in mineral exploration expenses was related to depreciation;  

$Nil (2017 - $40,490; 2016 - $Nil) in equipment was purchased and financed with a long term loan. See Note 9.  

$Nil (2017 - $Nil; 2016 - $194,040) in reimbursements from optionees related to the fair value of common shares issued by a former joint venture partner;  

$Nil (2017 - $Nil; 2016 - $437,900) was reclassified from equity reserves to share capital pursuant to the exercise of warrants, stock options and finder’s options;  

$Nil (2017 - $Nil; 2016 - $47,540) in share issue costs related to the issue of finder’s options pursuant to the private placement financing completed.  

As at December 31, 2018, a total of $3,311 (2017 - $Nil; 2016 - $Nil) in share issue costs were included in accounts payable and accrued liabilities and $32,000 (2017 - $Nil; 2016 - $Nil) were included in due to related parties.  

 

13. MANAGEMENT OF CAPITAL RISK  

 

The Company manages its cash, common shares, warrants, finder’s options and share purchase options as capital (see Note 7).  The Company’s objectives when managing capital are to safeguard its ability to continue as a going concern and to maintain a flexible capital structure which optimizes the costs of capital at an acceptable risk.

 

The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets.  To maintain or adjust the capital structure, the Company may attempt to issue new shares, acquire or dispose of assets or adjust the amount of cash and cash equivalents held.

 

In order to maximize ongoing operating efforts, the Company does not pay out dividends.  The Company’s investment policy is to invest its short-term excess cash in highly liquid short-term interest-bearing investments with maturities of 90 days or less from the original date of acquisition, selected with regards to the expected timing of expenditures from continuing operations.

 

The Company expects its current capital resources will be sufficient to carry out its exploration and operations in the near term.


116


AVRUPA MINERALS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

(Presented in Canadian Dollars)


14. INCOME TAX  

 

A reconciliation of income taxes at statutory rates is as follows:

 

 

 

2018

 

2017

2016

 

 

 

 

 

 

Net loss

 

$   (1,885,332)

 

$   (1,906,297)

$   (1,872,121)

 

 

 

 

 

 

Expected income tax recovery

 

$      (509,040)      

 

$     (495,637)      

$      (486,751)      

Effect of foreign tax rate

 

145,825

 

110,748

39,191

Non-deductible items

 

38,513

 

76,169

71,150

Deductible items

 

(15,911)

 

(14,580)

(19,631)

Unrecognized benefit of non-capital losses

 

340,613

 

323,301

396,041

 

 

 

 

 

 

 

 

$                    -

 

$                    -

$                    -

 

The significant components of the Company’s deferred income tax assets are as follows:

 

 

 

2018

 

2017

 

 

 

 

 

Deferred income tax assets

 

 

 

 

 Non-capital loss carryforwards

 

$          1,660,778

 

$          1,484,054

 Share issue costs

 

31,773

 

32,606

 

 

1,692,551

 

1,516,660

Valuation allowance

 

(1,692,551)

 

(1,516,660)

 

 

 

 

 

Net deferred income tax assets

 

$                        -

 

$                        -

 

The Company has available for deduction against future taxable income non-capital losses of approximately $6,150,500 in Canada (2017 - $5,496,500). These losses, if not utilized, will expire through to 2038.  Tax benefits which may arise as a result of these non-capital losses have not been recognized in these consolidated financial statements and have been offset by a valuation allowance.  The following table shows the non-capital losses in Canada:

 

Year of Origin

Year of Expiry

Non-capital losses/(Income)

 

 

 

2008

2028

$                  10,500

2009

2029

45,000

2010

2030

38,500

2010

2030

325,000

2011

2031

51,500

2012

2032

798,000

2013

2033

606,000

2014

2034

921,000

2015

2035

837,000

2016

2036

1,007,000

2017

2037

854,000

2018

2038

657,000

 

 

$           6,150,500                  


117


AVRUPA MINERALS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

(Presented in Canadian Dollars)


15. SEGMENTED FINANCIAL INFORMATION  

 

The Company operates in one industry segment, being the acquisition and exploration of mineral properties. Geographic information is as follows:

 

 

December 31, 2018

December 31, 2017

Non-current assets

 

 

 Portugal

$              1,433,139

$               1,498,490

 Kosovo

143,155

143,155

 

$              1,576,294

$               1,641,645

 

 

 

 

Years ended

 

December 31, 2018

December 31, 2017

Mineral exploration expenses

 

 

 Portugal

$              2,165,880

$               1,405,528

 Kosovo

89,808

235,563

 Germany

-

29,621

 Others

20,598

72,101

 

$              2,276,286

$               1,742,813

 

 

16. EVENTS AFTER THE REPORTING PERIOD  

 

On January 7, 2019, Company granted a total of 183,000 stock options at an exercise price of $0.05 per share for a period of five years to a director and its consultants.

 

On February 25, 2019, the Company completed the third tranche of a non-brokered private placement by issuing 2,000,000 units at a price of $0.05 per unit for gross proceeds of $100,000. Each Unit consists of one common share and one non-transferable warrant. Each warrant entitles the holder to purchase one additional common share for a 3 year period at a price of $0.10. If however the closing price of the Company’s share are $0.20 or greater for a period of 20 consecutive trading days, the warrants will expire on the earlier of the 30 th day after such notice is given and the original expiry date.


118



Signature Page

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant certifies that it meets all of the requirements for filing on Form 20-F and has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

Avrupa Minerals Ltd.

Registrant

 

Dated:  May 15, 2019

Signed: /s/ “Winnie Wong”

 

Winnie Wong,

Chief Financial Officer


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