10-Q 1 v422450_10q.htm FORM 10-Q

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

 

x   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2015
OR
¨   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from        to

 

 

 

Commission file number: 001-33638

 

 

INTERNATIONAL TOWER HILL MINES LTD.
 (Exact Name of Registrant as Specified in its Charter)

 

British Columbia, Canada N/A
(State or other jurisdiction of incorporation or
organization)
(I.R.S. Employer
Identification No.)

 

2300-1177 West Hastings Street  
Vancouver, British Columbia, Canada, V6E 2K3 V6E 2K3
(Address of Principal Executive Offices) (Zip code)

 

Registrant’s telephone number, including area code: (604) 683-6332

  

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 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 90 days.

Yes x  No ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes x  No ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer ¨ Accelerated Filer ¨
Non-Accelerated filer ¨ Smaller Reporting Company x
(Do not check if a smaller reporting company)    

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨  No x

 

As of October 27, 2015, the registrant had 116,313,638 Common Shares outstanding.

 

 

 

  

Table of Contents

 

    Page
Part I FINANCIAL INFORMATION  
Item 1 Financial Statements 4
Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations 16
Item 3 Quantitative and Qualitative Disclosures About Market Risk 22
Item 4 Controls and Procedures 23
     
Part II OTHER INFORMATION  
Item 1 Legal Proceedings 24
Item 1A Risk Factors 24
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds 24
Item 3 Defaults Upon Senior Securities 24
Item 4 Mine Safety Disclosures 24
Item 5 Other Information 24
Item 6 Exhibits 25
     
SIGNATURES    

 

 

 

 

CAUTIONARY NOTE TO U.S. INVESTORS REGARDING ESTIMATES OF MEASURED, INDICATED AND INFERRED RESOURCES AND PROVEN AND PROBABLE RESERVES

 

International Tower Hill Mines Ltd. (“we”, “us”, “our,” “ITH” or the “Company”) is a mineral exploration company engaged in the acquisition and exploration of mineral properties. As used in this Quarterly Report on Form 10-Q, the terms “mineral reserve”, “proven mineral reserve” and “probable mineral reserve” are Canadian mining terms as defined in accordance with Canadian National Instrument 43-101—Standards of Disclosure for Mineral Projects (“NI 43-101”) and the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”)—CIM Definition Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as amended. These definitions differ from the definitions in the United States Securities and Exchange Commission (“SEC”) Industry Guide 7 (“SEC Industry Guide 7”). Under SEC Industry Guide 7 standards, a “final” or “bankable” feasibility study is required to report reserves, the three-year historical average price is used in any reserve or cash flow analysis to designate reserves, and the primary environmental analysis or report must be filed with the appropriate governmental authority. In addition, the terms “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” are defined in and required to be disclosed by NI 43-101; however, these terms are not defined terms under SEC Industry Guide 7 and are normally not permitted to be used in reports and registration statements filed with the SEC. Investors are cautioned not to assume that all or any part of a mineral deposit in these categories will ever be converted into reserves.

 

“Inferred mineral resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all, or any part, of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases. Investors are cautioned not to assume that all or any part of an inferred mineral resource exists or is economically or legally mineable.

 

Disclosure of “contained ounces” in a resource is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report mineralization that does not constitute “reserves” by SEC standards as in place tonnage and grade without reference to unit measures. Accordingly, information contained in this report and the documents incorporated by reference herein contain descriptions of our mineral deposits that may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder.

 

The term “mineralized material” as used in this Quarterly Report on Form 10-Q, although permissible under SEC Industry Guide 7, does not indicate “reserves” by SEC Industry Guide 7 standards. We cannot be certain that any part of the mineralized material will ever be confirmed or converted into SEC Industry Guide 7 compliant “reserves”. Investors are cautioned not to assume that all or any part of the mineralized material will ever be confirmed or converted into reserves or that mineralized material can be economically or legally extracted.

 

CAUTIONARY NOTE TO ALL INVESTORS CONCERNING ECONOMIC ASSESSMENTS THAT INCLUDE INFERRED RESOURCES

 

The Company currently holds or has the right to acquire interests in an advanced stage exploration project in Alaska referred to as the Livengood Gold Project (the “Livengood Gold Project” or the “Project”). Mineral resources that are not mineral reserves have no demonstrated economic viability. The preliminary assessments on the Project are preliminary in nature and include “inferred mineral resources” that have a great amount of uncertainty as to their existence, and are considered too speculative geologically to have economic considerations applied to them that would enable them to be categorized as mineral reserves. It cannot be assumed that all, or any part, of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies. There is no certainty that such inferred mineral resources at the Project will ever be realized. Investors are cautioned not to assume that all or any part of an inferred mineral resource exists or is economically or legally mineable.

  

 

 

 

FORWARD LOOKING STATEMENTS

 

This Quarterly Report on Form 10-Q contains forward-looking statements or information within the meaning of the United States Private Securities Litigation Reform Act of 1995 concerning anticipated results and developments in the operations of the Company in future periods, planned exploration activities, the adequacy of the Company’s financial resources and other events or conditions that may occur in the future. Forward-looking statements are frequently, but not always, identified by words such as “expects,” “anticipates,” “believes,” “intends,” “estimates,” “potential,” “possible” and similar expressions, or statements that events, conditions or results “will,” “may,” “could” or “should” (or the negative and grammatical variations of any of these terms) occur or be achieved. These forward looking statements may include, but are not limited to, statements concerning:

 

·the potential for opportunities to improve the economics of the Livengood Gold Project by reducing certain capital and operating costs;
·the potential for higher head grades at the Project;
·the Company’s ability to potentially include the results of the optimization process in a new or updated feasibility study or any future financial analysis of the Project;
·the Company’s ability to carry forward and incorporate into future engineering studies of the Project updated mine design, production schedule, and recovery concepts identified during the optimization process;
·the potential for the Company to carry out an engineering phase that will evaluate and optimize the Project configuration and capital and operating expenses, including determining the optimum scale for the Project;
·the Company’s strategies and objectives, both generally and specifically in respect of the Livengood Gold Project;
·the Company’s belief that there are no known environmental issues that are anticipated to materially impact the Company’s ability to conduct mining operations at the Project;
·the potential for the expansion of the estimated resources at the Livengood Gold Project;
·the potential for a production decision concerning, and any production at, the Livengood Gold Project;
·the potential for cost savings due to the high gravity gold concentration component of some of the Livengood Gold Project mineralization;
·the sequence of decisions regarding the timing and costs of development programs with respect to, and the issuance of the necessary permits and authorizations required for, the Livengood Gold Project;
·the Company’s estimates of the quality and quantity of the resources at the Livengood Gold Project;
·the timing and cost of the planned future exploration programs at the Livengood Gold Project, and the timing of the receipt of results therefrom;
·the Company’s future cash requirements, the Company’s ability to meet its financial obligations as they come due (including payment of the derivative liability due in January 2017), and the Company’s ability to be able to raise the necessary funds to continue operations on acceptable terms, if at all; and
·future general business and economic conditions, including changes in the price of gold and the overall sentiment of the markets for public equity.

 

Such forward-looking statements reflect the Company’s current views with respect to future events and are subject to certain known and unknown risks, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements, including, among others:

 

·the demand for, and level and volatility of the price of, gold;
·general business and economic conditions;
·government regulation and proposed legislation (and changes thereto or interpretations thereof);
·defects in title to claims, or the ability to obtain surface rights, either of which could affect our property rights and claims;
·conditions in the financial markets generally, the overall sentiment of the markets for public equity, interest rates and currency rates;
·the Company’s ability to secure the necessary services and supplies on favorable terms in connection with its programs at the Livengood Gold Project and other activities;
·the Company’s ability to attract and retain key staff, particularly in connection with the permitting and development of any mine at the Livengood Gold Project;
·the accuracy of the Company’s resource estimates (including with respect to size and grade) and the geological, operational and price assumptions on which these are based;
·the timing of the ability to commence and complete planned work programs at the Livengood Gold Project;

 

 

 

 

·the timing of the receipt of and the terms of the consents, permits and authorizations necessary to carry out exploration and development programs at the Livengood Gold Project and the Company’s ability to comply with such terms on a safe and cost-effective basis;
·the ongoing relations of the Company with the lessors of its property interests and applicable regulatory agencies;
·the metallurgy and recovery characteristics of samples from certain of the Company’s mineral properties and whether such characteristics are reflective of the deposit as a whole; and
·the continued development of and potential construction of any mine at the Livengood Gold Project property not requiring consents, approvals, authorizations or permits that are materially different from those identified by the Company.

 

Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein. This list is not exhaustive of the factors that may affect any of the Company’s forward-looking statements. Forward-looking statements are statements about the future and are inherently uncertain, and actual achievements of the Company or other future events or conditions may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties and other factors, including without limitation those discussed in Part I, Item 1A, Risk Factors, of our Annual Report on Form 10-K for the year ended December 31, 2014, which are incorporated herein by reference, as well as other factors described elsewhere in this report and the Company’s other reports filed with the SEC.

 

The Company’s forward-looking statements contained in this Quarterly Report on Form 10-Q are based on the beliefs, expectations and opinions of management as of the date of this report. The Company does not assume any obligation to update forward-looking statements if circumstances or management’s beliefs, expectations or opinions should change, except as required by law. For the reasons set forth above, investors should not attribute undue certainty to or place undue reliance on forward-looking statements.

 

 

 

 

PART 1

 

ITEM 1. FINANCIAL STATEMENTS

 

INTERNATIONAL TOWER HILL MINES LTD.
(An Exploration Stage Company)
CONDENSED CONSOLIDATED BALANCE SHEETS
As at September 30, 2015 and December 31, 2014
(Expressed in US Dollars - Unaudited)

 

   Note  September 30,
2015
   December 31,
2014
 
ASSETS             
              
Current             
Cash and cash equivalents     $7,908,605   $13,521,473 
Prepaid expenses and other      214,271    242,058 
Total current assets      8,122,876    13,763,531 
              
Property and equipment      31,835    37,128 
Capitalized acquisition costs  4   55,204,041    55,204,041 
              
Total assets     $63,358,752   $69,004,700 
              
LIABILITIES AND SHAREHOLDERS’ EQUITY             
              
Current liabilities             
Accounts payable     $178,506   $270,488 
Accrued liabilities      492,166    878,682 
Total current liabilities      670,672    1,149,170 
              
Non-current liabilities             
Derivative liability  6   14,200,000    14,700,000 
              
Total liabilities      14,870,672    15,849,170 
              
Shareholders’ equity             
Share capital, no par value; authorized 500,000,000 shares; 116,313,638 shares issued and outstanding at September 30, 2015 and December 31, 2014  7   243,692,185    243,692,185 
Contributed surplus      33,887,559    33,439,249 
Accumulated other comprehensive income      773,344    2,196,252 
Deficit      (229,865,008)   (226,172,156)
              
Total shareholders’ equity      48,488,080    53,155,530 
              
Total liabilities and shareholders’ equity     $63,358,752   $69,004,700 

 

Nature and continuance of operations (Note 1)

Commitments (Note 9)

 

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

 

 4 

 

  

INTERNATIONAL TOWER HILL MINES LTD.
(An Exploration Stage Company)
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
For the Three and Nine Months Ended September 30, 2015 and 2014
(Expressed in US Dollars - Unaudited)

 

      Three Months Ended   Nine Months Ended 
   Note  September
30,  2015
   September
30, 2014
   September
30,  2015
   September
30, 2014
 
Operating expenses                       
Consulting fees     $82,091   $114,361   $340,463   $232,650 
Depreciation      1,754    3,950    5,293    11,844 
Insurance      68,137    71,923    206,222    205,206 
Investor relations      19,209    28,925    112,289    197,356 
Mineral property exploration  4   727,477    557,735    1,957,019    1,957,849 
Office      6,144    14,290    24,255    51,324 
Other      4,675    5,424    15,427    22,755 
Professional fees      63,572    86,711    189,185    321,558 
Regulatory      40,444    14,853    139,812    102,025 
Rent      36,733    56,520    121,719    165,811 
Travel      41,064    33,582    80,706    89,441 
Wages and benefits      657,914    782,868    1,962,707    2,802,423 
Total operating expenses      (1,749,214)   (1,771,142)   (5,155,097)   (6,160,242)
                        
Other income (expenses)                       
Gain on foreign exchange      334,228    186,038    905,123    301,598 
Interest income      7,497    14,198    38,122    46,017 
Unrealized gain/(loss) on derivative  6   400,000    400,000    500,000    (300,000)
Other income      -    -    19,000    - 
Total other income      741,725    600,236    1,462,245    47,615 
                        
Net loss for the period      (1,007,489)   (1,170,906)   (3,692,852)   (6,112,627)
                        
Other comprehensive income (loss)                       

Unrealized income/(loss) on marketable securities

      5,272    (5,799)   (8,895)   (17,651)
Exchange difference on translating foreign operations      (583,280)   (385,516)   (1,414,013)   (518,383)
Total other comprehensive income (loss) for the period      (578,008)   (391,315)   (1,422,908)   (536,034)
Comprehensive loss for the period     $(1,585,497)  $(1,562,221)  $(5,115,760)  $(6,648,661)
                        
Basic and fully diluted loss per share     $(0.01)  $(0.01)  $(0.03)  $(0.06)
                        
Weighted average number of shares outstanding      116,313,638    98,068,638    116,313,638    98,068,638 

 

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

 

 5 

 

  

INTERNATIONAL TOWER HILL MINES LTD.
(An Exploration Stage Company)
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
For the Nine Months Ended September 30, 2015 and 2014
(Expressed in US Dollars - Unaudited)

 

   Number of
shares
   Share capital   Contributed
surplus
   Accumulated
other
comprehensive
income/(loss)
   Deficit   Total 
Balance, December 31, 2013   98,068,638   $236,401,096   $32,153,864   $3,021,281   $(218,405,060)  $53,171,181 
Stock based compensation   -    -    1,140,879    -    -    1,140,879 
Unrealized loss on available-for-sale securities   -    -    -    (17,651)   -    (17,651)
Exchange difference on translating foreign operations   -    -    -    (518,383)   -    (518,383)
Net loss   -    -    -    -    (6,112,627)   (6,112,627)
Balance, September 30, 2014   98,068,638    236,401,096    33,294,743    2,485,247    (224,517,687)   47,663,399 
Private placement   18,245,000    7,315,917    -    -    -    7,315,917 
Share issuance costs   -    (24,828)   -    -    -    (24,828)
Stock based compensation   -    -    144,506    -    -    144,506 
Unrealized loss on available-for-sale securities   -    -    -    (7,066)   -    (7,066)
Exchange difference on translating foreign operations   -    -    -    (281,929)   -    (281,929)
Net loss   -    -    -    -    (1,654,469)   (1,654,469)
Balance, December 31, 2014   116,313,638    243,692,185    33,439,249    2,196,252    (226,172,156)   53,155,530 
Stock based compensation   -    -    448,310    -    -    448,310 
Unrealized loss on available-for-sale securities   -    -    -    (8,895)   -    (8,895)
Exchange difference on translating foreign operations   -    -    -    (1,414,013)   -    (1,414,013)
Net loss   -    -    -    -    (3,692,852)   (3,692,852)
Balance, September 30, 2015   116,313,638   $243,692,185   $33,887,559   $773,344   $(229,865,008)  $48,488,080 

 

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

 

 6 

 

 

 

INTERNATIONAL TOWER HILL MINES LTD.
(An Exploration Stage Company)
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS
For the Nine Months Ended September 30, 2015 and 2014
(Expressed in US Dollars - Unaudited)

 

   Nine Months Ended 
   September 30, 2015   September 30, 2014 
Operating Activities          
Loss for the period  $(3,692,852)  $(6,112,627)
Add items not affecting cash:          
Depreciation   5,293    11,844 
Stock based compensation   448,310    1,140,879 
Unrealized (gain) loss on derivative liability   (500,000)   300,000 
Changes in non-cash items:          
Accounts receivable   84,838    (2,746)
Prepaid expenses and other   (10,994)   (25,933)
Accounts payable and accrued liabilities   (461,699)   (832,054)
Cash used in operating activities   (4,127,104)   (5,520,637)
           
Investing Activities          
Change in restricted cash   -    30,477 
Capitalized acquisition costs   -    (30,477)
Cash used in investing activities   -    - 
           
Effect of foreign exchange on cash   (1,485,764)   (543,361)
Decrease in cash and cash equivalents   (5,612,868)   (6,063,998)
Cash and cash equivalents, beginning of the period   13,521,473    13,925,601 
           
Cash and cash equivalents, end of the period  $7,908,605   $7,861,603 

 

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

 

 7 

 

 

INTERNATIONAL TOWER HILL MINES LTD.
(An Exploration Stage Company)
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
Nine Months Ended September 30, 2015 and 2014
(Expressed in US dollars – Unaudited)

 

1.GENERAL INFORMATION, NATURE AND CONTINUANCE OF OPERATIONS

 

International Tower Hill Mines Ltd. (“ITH” or the "Company") is incorporated under the laws of British Columbia, Canada. The Company’s head office address is 2300-1177 West Hastings Street, Vancouver, British Columbia, Canada. International Tower Hill Mines Ltd. consists of ITH and its wholly owned subsidiaries Tower Hill Mines, Inc. (“TH Alaska”) (an Alaska corporation), Tower Hill Mines (US) LLC (“TH US”) (a Colorado limited liability company), Livengood Placers, Inc. (“LPI”) (a Nevada corporation), and 813034 Alberta Ltd. (an Alberta corporation). The Company is in the business of acquiring, exploring and evaluating mineral properties, and either joint venturing or developing these properties further or disposing of them when the evaluation is completed. At September 30, 2015, the Company was in the exploration stage and controls a 100% interest in its Livengood Gold Project in Alaska, U.S.A.

 

The business of mining and exploration involves a high degree of risk and there can be no assurance that current exploration programs will result in profitable mining operations. The Company has no source of revenue, and has significant cash requirements to meet its administrative overhead and maintain its mineral property interests. The recoverability of amounts shown for capitalized acquisition costs is dependent on several factors. These include the discovery of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the development of the Livengood Gold Project, and future profitable production or proceeds from disposition of capitalized acquisition costs. The success of the above initiatives cannot be assured. In the event that the Company is unable to obtain the necessary financing, it may be necessary to defer certain discretionary expenditures and other planned activities.

 

2.BASIS OF PRESENTATION

 

These unaudited condensed consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X under the Securities Exchange Act of 1934, as amended. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for annual financial statements. These unaudited condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2014 as filed in our Annual Report on Form 10-K. In the opinion of the Company’s management these financial statements reflect all adjustments, consisting of normal recurring adjustments, necessary to present fairly the Company’s financial position at September 30, 2015 and the results of its operations for the nine months then ended.  Operating results for the nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015. The 2014 year-end balance sheet data was derived from audited financial statements but does not include all disclosures required by U.S. GAAP.

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the period. These judgments, estimates and assumptions are continuously evaluated and are based on management’s experience and knowledge of the relevant facts and circumstances. While management believes the estimates to be reasonable, actual results could differ from those estimates and could impact future results of operations and cash flows.

 

On October 29, 2015, the Board approved the condensed consolidated interim financial statements dated September 30, 2015.

 

Basis of consolidation

 

These consolidated financial statements include the accounts of ITH and its wholly owned subsidiaries TH Alaska, TH US, LPI and 813034 Alberta Ltd. All intercompany transactions and balances have been eliminated.

 

 8 

 

  

INTERNATIONAL TOWER HILL MINES LTD.
(An Exploration Stage Company)
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
Nine Months Ended September 30, 2015 and 2014
(Expressed in US dollars – Unaudited)

 

3.FAIR VALUE OF FINANCIAL INSTRUMENTS

 

The carrying values of cash and cash equivalents, accounts receivable and accounts payable and accrued liabilities approximate their fair values due to the short-term maturity of these financial instruments.

 

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the significance of the inputs used in making the measurement. The three levels of the fair value hierarchy are as follows:

 

·Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;
·Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and
·Level 3 – Inputs that are not based on observable market data.

 

   Fair value as at September 30, 2015 
   Level 1   Level 2 
Financial assets:          
Marketable securities  $9,706   $- 
Total  $9,706   $- 
Financial liabilities:          
Derivative liability (Note 6)  $-   $14,200,000 
Total  $-   $14,200,000 

 

   Fair value as at December 31, 2014 
   Level 1   Level 2 
Financial assets:          
Marketable securities  $26,894   $- 
Total  $26,894   $- 
Financial liabilities:          
Derivative liability (Note 6)  $-   $14,700,000 
Total  $-   $14,700,000 

 

4.CAPITALIZED ACQUISITION COSTS

 

The Company had the following activity related to capitalized acquisition costs:

 

Capitalized acquisition costs  Amount 
     
Balance, December 31, 2014  $55,204,041 
Acquisition costs   - 
Balance, September 30, 2015  $55,204,041 

 

 9 

 

  

INTERNATIONAL TOWER HILL MINES LTD.
(An Exploration Stage Company)
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
Nine Months Ended September 30, 2015 and 2014
(Expressed in US dollars – Unaudited)

 

The following table presents costs incurred for exploration and evaluation activities for the nine months ended September 30, 2015 and September 30, 2014:

 

   September 30,
2015
   September 30,
2014
 
Exploration costs:          
Aircraft services  $4,185   $10,286 
Assay   9,984    6,397 
Drilling   -    117,743 
Environmental   509,274    748,667 
Equipment rental   33,862    43,097 
Field costs   140,355    181,194 
Geological/geophysical   717,073    18,539 
Land maintenance & tenure   496,968    525,972 
Legal   18,262    250,223 
Surveying and mapping   -    26,502 
Transportation and travel   27,056    29,229 
Total expenditures for the period  $1 ,957,019   $1,957,849 

 

Livengood Gold Project Property

 

The Livengood Gold Project property is located in the Tintina gold belt approximately 113 kilometers (70 miles) northwest of Fairbanks, Alaska. The property consists of land leased from the Alaska Mental Health Trust, a number of smaller private mineral leases, Alaska state mining claims purchased or located by the Company and patented ground held by the Company.

 

Details of the leases are as follows:

 

a)a lease of the Alaska Mental Health Trust mineral rights having a term beginning July 1, 2004 and extending 19 years until June 30, 2023, subject to further extensions beyond June 30, 2023 by either commercial production or payment of an advance minimum royalty equal to 125% of the amount paid in year 19 and diligent pursuit of development. The lease requires minimum work expenditures and advance minimum royalties (all of which minimum royalties are recoverable from production royalties) which escalate annually with inflation. A net smelter return (“NSR”) production royalty of between 2.5% and 5.0% (depending upon the price of gold) is payable to the lessor with respect to the lands subject to this lease. In addition, an NSR production royalty of l% is payable to the lessor with respect to the unpatented federal mining claims subject to the lease described in b) below and an NSR production royalty of between 0.5% and 1.0% (depending upon the price of gold) is payable to the lessor with respect to the lands acquired by the Company as a result of the purchase of Livengood Placers, Inc. in December 2011. During the nine months ended September 30, 2015 and from the inception of this lease the Company has paid $326,967 and $1,975,890, respectively.

 

b)a lease of federal unpatented lode mining claims having an initial term of ten years commencing on April 21, 2003 and continuing for so long thereafter as advance minimum royalties are paid and mining related activities, including exploration, continue on the property or on adjacent properties controlled by the Company. The lease requires an advance minimum royalty of $50,000 on or before each anniversary date (all of which minimum royalties are recoverable from production royalties). An NSR production royalty of between 2% and 3% (depending on the price of gold) is payable to the lessors. The Company may purchase 1% of the royalty for $1,000,000. During the nine months ended September 30, 2015 and from the inception of this lease the Company has paid $50,000 and $580,000, respectively.

 

 10 

 

  

INTERNATIONAL TOWER HILL MINES LTD.
(An Exploration Stage Company)
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
Nine Months Ended September 30, 2015 and 2014
(Expressed in US dollars – Unaudited)

 

c)a lease of patented lode mining claims having an initial term of ten years commencing January 18, 2007, and continuing for so long thereafter as advance minimum royalties are paid. The lease requires an advance minimum royalty of $20,000 on or before each anniversary date through January 18, 2017 and $25,000 on or before each subsequent anniversary (all of which minimum royalties are recoverable from production royalties). An NSR production royalty of 3% is payable to the lessors. The Company may purchase all interests of the lessors in the leased property (including the production royalty) for $1,000,000 (less all minimum and production royalties paid to the date of purchase), of which $500,000 is payable in cash over four years following the closing of the purchase and the balance of $500,000 is payable by way of the 3% NSR production royalty. During the nine months ended September 30, 2015 and from the inception of this lease the Company has paid $20,000 and $145,000, respectively.

 

d)a lease of unpatented federal lode mining and federal unpatented placer claims having an initial term of ten years commencing on March 28, 2007, and continuing for so long thereafter as advance minimum royalties are paid and mining related activities, including exploration, continue on the property or on adjacent properties controlled by the Company. The lease requires an advance minimum royalty of $15,000 on or before each anniversary date (all of which minimum royalties are recoverable from production royalties). The Company is required to pay the lessor the sum of $250,000 upon making a positive production decision, payable $125,000 within 120 days of the decision and $125,000 within a year of the decision (all of which are recoverable from production royalties). An NSR production royalty of 2% is payable to the lessor. The Company may purchase all of the interest of the lessor in the leased property (including the production royalty) for $1,000,000. During the nine months ended September 30, 2015 and from the inception of this lease the Company has paid $15,000 and $98,000, respectively.

 

Title to mineral properties

 

The acquisition of title to mineral properties is a detailed and time-consuming process. The Company has taken steps to verify title to mineral properties in which it has an interest. Although the Company has taken every reasonable precaution to ensure that legal title to its properties is properly recorded in the name of the Company, there can be no assurance that such title will ultimately be secured.

 

5.ACCRUED LIABILITIES

 

The following table presents the accrued liabilities balances at September 30, 2015 and December 31, 2014.

 

September 30,
2015
    December 31,
2014
 
         
Accrued liabilities  $412,153   $334,423 
Accrued severance   21,500    390,659 
Accrued salaries and benefits   58,513    153,600 
Total accrued liabilities  $492,166   $878,682 

 

Accrued liabilities at September 30, 2015 include accruals for general corporate costs and project costs of $40,228 and $371,925, respectively. Accrued liabilities at December 31, 2014 include accruals for general corporate costs and project costs of $74,413 and $260,010, respectively.

 

6.DERIVATIVE LIABILITY

 

During 2011, the Company acquired certain mining claims and related rights in the vicinity of the Livengood Gold Project located near Fairbanks, Alaska. The aggregate consideration was $13,500,000 in cash plus an additional contingent payment based on the five-year average daily gold price (“Average Gold Price”) from the date of the acquisition. The contingent payment will equal $23,148 for every dollar that the Average Gold Price exceeds $720 per troy ounce. If the Average Gold Price is less than $720, there will be no additional contingent payment.

 

 11 

 

  

INTERNATIONAL TOWER HILL MINES LTD.
(An Exploration Stage Company)
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
Nine Months Ended September 30, 2015 and 2014
(Expressed in US dollars – Unaudited)

 

At initial recognition on December 13, 2011 the derivative liability was valued at $23,100,000. The key assumption used in the valuation of the derivative is the estimate of the future Average Gold Price. The estimate of the future Average Gold Price was determined using a forward curve on future gold prices as published by the CME Group. Using this forward curve, the Company estimated an Average Gold Price based on actual gold prices to September 30, 2015 and projected gold prices from September 30, 2015 to the end of the five year period in December 2016 of $1,332 per ounce of gold.

 

The fair value of the derivative liability and the estimated Average Gold Price are as follows:

 

   Total   Average Gold
Price ($/oz.)
 
Derivative value at December 31, 2014  $14,700,000   $1,356 
Unrealized gain for the period   (500,000)     
Derivative value at September 30, 2015  $14,200,000   $1,332 

 

7.SHARE CAPITAL

 

Authorized

500,000,000 common shares without par value. At September 30, 2015 and December 31, 2014 there were 116,313,638 shares issued and outstanding.

 

Share issuances

There were no share issuances during the nine months ended September 30, 2015.

 

Stock options

The Company adopted an incentive stock option plan in 2006, as amended September 19, 2012 and reapproved on May 28, 2015 at the Company’s Annual General Meeting (the “2006 Plan”). The essential elements of the 2006 Plan provide that the aggregate number of common shares of the Company’s capital stock that may be made issuable pursuant to options granted under the 2006 Plan may not exceed 10% of the number of issued shares of the Company at the time of the granting of the options. Options granted under the 2006 Plan will have a maximum term of ten years. The exercise price of options granted under the 2006 Plan shall be fixed in compliance with the applicable provisions of the TSX Company Manual in force at the time of grant and, in any event, shall not be less than the closing price of the Company’s common shares on the TSX on the trading day immediately preceding the day on which the option is granted, or such other price as may be agreed to by the Company and accepted by the Toronto Stock Exchange. Options granted under the 2006 Plan vest immediately, unless otherwise determined by the directors at the date of grant.

 

During the nine months ended September 30, 2015, the Company granted incentive stock options to certain officers, employees and consultants of the Company to purchase a total of 2,135,200 common shares in the capital stock of the Company. The options will vest as to one-third on the grant date, one-third on the first anniversary and one-third on the second anniversary. The following table presents the options granted by the Company during the nine months ended September 30, 2015:

 

Options Granted During the Nine Months Ended September 30, 2015
Grant Date  Expiry Date  Number of
Options
   Exercise
Price (C$)
 
March 16, 2015  March 16, 2023   1,260,000   $1.00 
March 16, 2015  March 16, 2023   845,200   $0.50 
June 9, 2015  June 9, 2023   30,000   $1.00 

 

 12 

 

 

INTERNATIONAL TOWER HILL MINES LTD.
(An Exploration Stage Company)
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
Nine Months Ended September 30, 2015 and 2014
(Expressed in US dollars – Unaudited)

 

A summary of the status of the stock option plan as of September 30, 2015 and December 31, 2014 and changes is presented below:

 

   Nine Months Ended   Year Ended 
   September 30, 2015   December 31, 2014 
   Number of
Options
   Weighted
Average
Exercise Price
(C$)
   Number of
Options
   Weighted
Average
Exercise Price
(C$)
 
Balance, beginning of the period   5,854,000   $2.68    5,493,000   $3.57 
Granted   2,135,200   $0.80    2,480,000   $1.00 
Forfeited   -    -    (600,000)  $3.17 
Cancelled   (1,561,000)  $4.53    (1,519,000)  $2.97 
Balance, end of the period   6,428,200   $1.61    5,854,000   $2.68 

 

The weighted average remaining life of options outstanding at September 30, 2015 was 5.28 years.

 

Stock options outstanding are as follows:

 

   September 30, 2015   December 31, 2014 
Expiry Date  Exercise
Price (C$)
   Number of
Options
   Exercisable   Exercise
Price (C$)
   Number of
Options
   Exercisable 
August 23, 2016   -    -    -   $8.07    600,000    600,000 
January 9, 2017  $4.60    30,000    30,000   $4.60    30,000    30,000 
August 24, 2017  $3.17    1,775,000    1,775,000   $3.17    2,275,000    2,275,000 
March 14, 2018  $2.18    344,000    344,000   $2.18    469,000    312,660 
February 25, 2022  $1.11    1,030,000    686,666   $1.11    1,360,000    453,333 
February 25, 2022  $0.73    684,000    456,000   $0.73    690,000    230,000 
March 10, 2022  $1.11    430,000    286,666   $1.11    430,000    143,333 
March 16, 2023  $1.00    1,260,000    419,999   $-    -    - 
March 16, 2023  $0.50    845,200    281,733   $-    -    - 
June 9, 2023  $1.00    30,000    10,000   $-    -    - 
         6,428,200    4,290,064         5,854,000    4,044,326 

 

A summary of the non-vested options as of September 30, 2015 and changes during the nine months ended September 30, 2015 is as follows:

 

Non-vested options:  Number of
options
   Weighted
average grant-
date fair value
(C$)
 
Outstanding at December 31, 2014   1,809,674   $0.49 
Granted   2,135,200   $0.25 
Cancelled   (112,000)  $0.45 
Vested   (1,694,738)  $0.40 
Outstanding at September 30, 2015   2,138,136   $0.34 

 

At September 30, 2015 there was unrecognized compensation expense of C$287,737 related to non-vested options outstanding. The cost is expected to be recognized over a weighted-average remaining period of approximately 0.90 years.

 

 13 

 

  

INTERNATIONAL TOWER HILL MINES LTD.
(An Exploration Stage Company)
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
Nine Months Ended September 30, 2015 and 2014
(Expressed in US dollars – Unaudited)

 

Share-based payments

During the nine month period ended September 30, 2015, the Company granted 2,135,200 stock options with a fair value of $435,213, calculated using the Black-Scholes option pricing model. Share-based payment charges for the nine months ended September 30, 2015 totaled $448,309.

 

During the nine month period ended September 30, 2014, the Company granted 2,480,000 stock options with a fair value of $1,109,921, calculated using the Black-Scholes option pricing model. Share-based payment charges for the nine months ended September 30, 2014 totaled $1,140,879.

 

The following weighted average assumptions were used for the Black-Scholes option pricing model calculations:

 

  

September 30,

2015

  

December 31,

2014

 
Expected life of options   6 years    6 years 
Risk-free interest rate   0.97%   1.83%
Annualized volatility   80.60%   81.02%
Dividend rate   0.00%   0.00%
Exercise price (C$)  $0.80   $1.00 

 

The expected volatility used in the Black-Scholes option pricing model is based on the historical volatility of the Company’s shares.

 

8.SEGMENT AND GEOGRAPHIC INFORMATION

 

The Company operates in a single reportable segment, being the exploration and development of mineral properties. The following tables present selected financial information by geographic location:

 

   Canada   United States   Total 
September 30, 2015               
Capitalized acquisition costs  $-   $55,204,041   $55,204,041 
Property and equipment   9,782    22,053    31,835 
Current assets   7,525,571    597,305    8,122,876 
Total assets  $7,535,353   $55,898,399   $63,358,752 
December 31, 2014               
Capitalized acquisition costs  $-   $55,204,041   $55,204,041 
Property and equipment   10,477    26,651    37,128 
Current assets   13,003,412    760,119    13,763,531 
Total assets  $13,013,889   $55,990,811   $69,004,700 

 

Three months ended  September 30,
2015
   September 30,
2014
 
Net gain/(loss) for the period – Canada  $8,703   $(285,338)
Net loss for the period - United States   (1,016,192)   (885,568)
Net loss for the period  $(1,007,489)  $(1,170,906)

 

Nine months ended  September 30,
2015
   September 30,
2014
 
Net loss for the period – Canada  $(303,255)  $(1,723,042)
Net loss for the period - United States   (3,389,597)   (4,389,585)
Net loss for the period  $(3,692,852)  $(6,112,627)

 

 14 

 

  

INTERNATIONAL TOWER HILL MINES LTD.
(An Exploration Stage Company)
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
Nine Months Ended September 30, 2015 and 2014
(Expressed in US dollars – Unaudited)

 

9.COMMITMENTS

 

The following table discloses, as of September 30, 2015, the Company’s contractual obligations including anticipated mineral property payments and work commitments. Under the terms of the Company’s mineral property purchase agreements, mineral leases and the terms of the unpatented mineral claims held by it, the Company is required to make certain scheduled acquisition payments, incur certain levels of expenditures, make lease or advance royalty payments, make payments to government authorities and incur assessment work expenditures as summarized in the table below in order to maintain and preserve the Company’s interests in the related mineral properties. If the Company is unable or unwilling to make such payments or incur such expenditures, it is likely that the Company would lose or forfeit its rights to acquire or hold the related mineral properties. The following table assumes that the Company retains the rights to all of its current mineral properties, but does not exercise any lease purchase or royalty buyout options:

 

   Payments Due by Year 
   2015   2016   2017   2018   2019   2020 and
beyond
   Total 
Livengood Property Purchase(1)  $-   $-   $14,200,000   $-   $-   $-   $14,200,000 
Mineral Property Leases(2)   -    416,872    421,850    426,902    437,031    442,236    2,144,891 
Mining Claim Government Fees   -    114,445    114,445    114,445    114,445    114,445    572,225 
                                    
Total  $-   $531,317   $14,736,295   $541,347   $551,476   $556,681   $16,917,116 
1.The amount payable on January 12, 2017 of $14,200,000 represents the fair value of the Company’s derivative liability as at September 30, 2015 and will be revalued at each subsequent reporting period. See Note 6.
2.Does not include required work expenditures, as it is assumed that the required expenditure level is significantly below the level of work that will actually be carried out by the Company. Does not include potential royalties that may be payable (other than annual minimum royalty payments). See Note 4.

 

10.RELATED PARTY TRANSACTIONS

 

In December 2011, in accordance with a Stock and Asset Purchase Agreement (the “Agreement”) between the Company, Alaska/Nevada Gold Mines, Ltd. (“AN Gold Mines”) and the Heflinger Group, the Company acquired certain mining claims and related rights in the vicinity of the Livengood Gold Project located near Fairbanks, Alaska. The Company’s derivative liability, as described in Note 6 above, represents the remaining consideration for the purchase of these claims and related rights and is payable in January 2017. Under the Agreement, the payment is due 70% to AN Gold Mines and 30% to the Heflinger Group.

 

Mr. Hanneman was appointed Chief Operating Officer of the Company on March 26, 2015. Mr. Hanneman is a partner of the general partner, as well as a limited partner, of AN Gold Mines and holds an 11.9% net interest in AN Gold Mines.

 

 15 

 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2014. All currency amounts are stated in US dollars unless noted otherwise.

 

Current Business Activities 

 

Livengood Gold Project

 

During the nine months ended September 30, 2015 and to the date of this Quarterly Report on Form 10-Q, the Company progressed on its metallurgical, field and engineering work plan that was developed due to the potential importance of the head grade evaluation performed during 2014. A significant multi-phase metallurgical test work program is underway in an attempt to validate the observed higher calculated head grades. The objectives of the 2015 metallurgical test program are to:

 

·Optimize the gravity circuit;
·Optimize the grind size and power consumption;
·Optimize the reagent consumption;
·Optimize the leach retention time;
·Confirm the overall recoveries by rock type; and
·Provide additional confirmation of the Project head grades.

 

Review of the feasibility test work to date indicates that there is a potential that further optimization of the parameters noted above could result in capital and operating expenditure reductions for the Project.  However, until this multi-phase metallurgical program has been completed, there can be no assurance that the head grade differences observed to date, or the potential process optimizations and cost savings opportunities identified, will in fact be realized.

 

Field work is in progress to advance the environmental baseline and to evaluate alternatives for fresh water supply with potential to reduce Project costs.

 

Once the test work and field work are completed and the process costs are better defined, these costs will then serve as input to an engineering phase that will evaluate and optimize the Project configuration and capital and operating expenditures, including determining the optimum scale for the Project, any of which may be different than that assumed in the technical report entitled “Canadian National Instrument 43-101 Technical Report on the Livengood Gold Project, Feasibility Study, Livengood, Alaska” dated September 4, 2013 and prepared by certain Qualified Persons under NI 43-101, as filed under the Company’s profile on SEDAR (the “September 2013 Study”). In order to support the completion of this work plan, the Company anticipates spending approximately $10 million, including general and administrative expenses, of which approximately $9 million will be spent during the 2015 fiscal year ending December 31, 2015 and the balance in 2016.

 

Management Changes

 

On May 11, 2015, the Company contracted with David Cross to serve as its Chief Financial Officer. Mr. Cross is a partner in the firm of Cross Davis & Company LLP, Chartered Professional Accountants, which has also been retained by the Company to provide corporate accounting support. Mr. Cross replaces Tom Yip who resigned as Chief Financial Officer effective December 31, 2014 and who was providing transitional financial services up to May 31, 2015 as a consultant to the Company since his resignation.

 

On March 26, 2015, the Company appointed Karl Hanneman as its Chief Operating Officer. Mr. Hanneman most recently has been serving as General Manager for the Company.  Mr. Hanneman has been with the Company since May 2010, during which time he was responsible for assembling the Alaska team and served as the Livengood Gold Project Manager.

 

 16 

 

 

Results of Operations

 

Summary of Quarterly Results

 

Description  September 30, 2015   June 30, 2015   March 31, 2015   December 31, 2014 
Net loss  $(1,007,489)  $(2,048,868)  $(636,495)  $(1,654,469)
Basic and diluted net loss per common share  $(0.01)  $(0.02)  $(0.01)  $(0.02)
                     
    September 30, 2014    June 30, 2014    March 31, 2014    December 31, 2014 
Net loss  $(1,170,906)  $(1,431,402)  $(3,510,319)  $(1,022,387)
Basic and diluted net loss per common share  $(0.01)  $(0.01)  $(0.04)  $(0.01)

 

Three Months Ended September 30, 2015 compared to Three Months Ended September 30, 2014

 

The Company incurred a net loss of $1,007,489 for the three month period ended September 30, 2015, compared to a net loss of $1,170,906 for the three month period ended September 30, 2014. The decrease in net loss in the three months ended September 30, 2015 compared to the three months ended September 30, 2014 is mainly a factor of changes in noncash items between periods as further discussed below. The following discussion highlights certain selected financial information and changes in operations between the three months ended September 30, 2015 and the three months ended September 30, 2014.

 

Mineral property expenditures increased to $727,477 for the three months ended September 30, 2015 from $557,735 for the three months ended September 30, 2014 primarily due to the Company moving forward with a multi-phase metallurgical test work program which was partially offset by limiting field activities to the continuation of critical environmental baseline work.

 

Share-based payment charges were $86,319 during the three months ended September 30, 2015 compared to $233,726 during the three months ended September 30, 2014. The decrease in share-based payment charges during the period was mainly the result of a reduction in the fair value of options granted during the current year and the vesting of prior period grants.

 

Share-based payment charges

 

Share-based payment charges for the three month periods ended September 30, 2015 and 2014 were allocated as follows:

 

Expense category:  September 30, 2015   September 30, 2014 
Consulting  $19,738   $54,626 
Investor relations   4,638    9,328 
Wages and benefits   61,943    169,772 
   $86,319   $233,726 

 

Share-based payments to consultants decreased from $54,626 to $19,738 as a result of a reduction in the fair value of options granted during the current year and vesting of prior period grants. Excluding share-based payments, consulting expenses increased to $62,354 for the three months ended September 30, 2015 from $59,735 for the three months ended September 30, 2014 as a result of consulting fees paid for Chief Financial Officer services during the current year which was partially offset by a decrease in fees paid for general administration support services.

 

Excluding share-based payment charges of $61,943 and $169,772 respectively, wages and benefits for the period decreased to $595,971 during the three months ended September 30, 2015 from $613,096 during the three months ended September 30, 2014 as a result of the resignation of the Company’s former Chief Financial Officer effective December 31, 2014.

 

Most other expense categories reflected moderate decreases period over period reflecting the Company’s efforts to reduce spending.

 

Total other income amounted to $741,725 during the three month period ended September 30, 2015 compared to $600,236 during the three month period ended September 30, 2014. The Company incurred a foreign exchange gain of $334,228 during the three month period ended September 30, 2015 compared to a gain of $186,038 during the three month period ended September 30, 2014. The average exchange rate during the three month period ended September 30, 2015 was C$1 to US$0.7640 compared to C$1 to US$0.9183 for the three month period ended September 30, 2014.

 

 17 

 

 

Nine Months Ended September 30, 2015 compared to Nine Months Ended September 30, 2014

 

The Company incurred a net loss of $3,692,852 for the nine month period ended September 30, 2015, compared to a net loss of $6,112,627 for the nine month period ended September 30, 2014. The following discussion highlights certain selected financial information and changes in operations between the nine months ended September 30, 2015 and the nine months ended September 30, 2014.

 

Professional fees for the nine months ended September 30, 2015 decreased by $132,373 from the nine month period ended September 30, 2014 as the Company negotiated lower rates in 2015 for various third party-provided professional fees such as legal and accounting fees.

 

Share-based payment charges were $448,309 during the nine months ended September 30, 2015 compared to $1,140,879 during the nine months ended September 30, 2014. The decrease in share-based payment charges during the period was primarily the result of a reduction in the fair value of options granted during the period and vesting of prior option grants offset by forfeitures during 2014. The Company granted 2,135,200 options during the nine months ended September 30, 2015 compared to 2,480,000 during the nine months ended September 30, 2014.

 

Share-based payment charges

 

Share-based payment charges for the nine month periods ended September 30, 2015 and 2014 were allocated as follows:

 

Expense category:  September 30, 2015   September 30, 2014 
Consulting  $93,802   $58,451 
Investor relations   22,677    62,477 
Wages and benefits   331,830    1,019,951 
   $448,309   $1,140,879 

 

Share-based payments to consultants increased from $58,451 to $93,802 as a result of forfeitures during 2014 offset by a reduction in the fair value of options granted during the current year and vesting of prior period grants. Excluding share-based payments, consulting expenses increased to $246,661 for the nine months ended September 30, 2015 from $174,199 for the nine months ended September 30, 2014 as a result of consulting fees paid for Chief Financial Officer services during the current year.

 

Excluding share-based payment charges of $331,830 and $1,019,951, respectively, wages and benefits decreased to $1,630,877 during the nine months ended September 30, 2015 from $1,782,472 during the nine months ended September 30, 2014 as a result mainly of the resignation of the Company’s Chief Financial Officer effective December 31, 2014.

 

All other expense categories reflected moderate decreases period over period reflecting the Company’s efforts to reduce spending.

 

Total other income amounted to $1,462,245 during the nine month period ended September 30, 2015 compared to $47,615 during the nine month period ended September 30, 2014. Total other income in the current period resulted mainly from a foreign exchange gain of $905,123 during the nine month period ended September 30, 2015 compared to a gain of $301,598 during the nine month period ended September 30, 2014. The average exchange rate during the nine month period ended September 30, 2015 was C$1 to US$0.7936 compared to C$1 to US$0.9139 for the nine month period ended September 30, 2014. In addition to the unrealized gain from foreign exchange, the Company incurred an unrealized gain of $0.5 million on the revaluation of the derivative liability at September 30, 2015 resulting from a decrease in the calculated average price of gold, compared to an unrealized loss of $0.3 million on the revaluation of the derivative liability during the prior period which resulted from an increase in the calculated average price of gold

 

Liquidity and Capital Resources

 

The Company has no revenue generating operations from which it can internally generate funds. To date, the Company’s ongoing operations have been predominantly financed through sale of its equity securities by way of private placements and the subsequent exercise of share purchase and broker warrants and options issued in connection with such private placements. However, the exercise of warrants/options is dependent primarily on the market price and overall market liquidity of the Company’s securities at or near the expiry date of such warrants/options (over which the Company has no control) and therefore there can be no guarantee that any existing warrants/options will be exercised. There are currently no warrants outstanding.

 

 18 

 

 

As at September 30, 2015, the Company had cash and cash equivalents of $7,908,605 compared to $13,521,473 at December 31, 2014. The decrease of approximately $5.6 million resulted mainly from expenditures on the Livengood Gold Project of approximately $3.8 million, severance payments of approximately $0.4 million and a negative foreign currency translation impact of approximately $1.4 million. The Company continues to utilize its cash resources to pursue opportunities identified in the September 2013 Study and subsequently identified by the Company, to fund environmental activities required for preservation of baseline database and future permitting as well as to complete corporate administrative requirements.

 

The Company had no cash flows from investing activities during the nine month period ended September 30, 2015. Investing activities during the nine month period ended September 30, 2014 comprised of solely the transfer of restricted cash to capitalized acquisition costs for land acquisitions that closed in January 2014.

 

The Company had no cash flows from financing activities during the nine month periods ended September 30, 2015 and 2014.

 

As at September 30, 2015, the Company had working capital of $7,452,204 compared to working capital of $12,614,361 at December 31, 2014. The Company expects that it will operate at a loss for the foreseeable future, but believes the current cash and cash equivalents will be sufficient for it to complete its anticipated 2015 work plan at the Livengood Gold Project and to fund anticipated non-discretionary expenditures beyond the 2015 fiscal year for at least twelve months after September 30, 2015. To advance the Livengood Gold Project towards permitting and development, the Company anticipates maintaining certain essential development activities for the fiscal year ending December 31, 2015. These essential activities include maintaining environmental baseline data that in its absence could materially delay future permitting of the Livengood Gold Project. Due to the potential importance of the 2014 head grade evaluation to the Project, a significant multi-phase metallurgical test work program has begun in an attempt to validate the observed higher calculated head grades.  The Company anticipates spending approximately an aggregate of $9.0 million during fiscal year 2015 on metallurgical work and project engineering as well as to maintain the environmental baseline activity, and perform required general and administrative duties. As at September 30, 2015 the Company had spent $4.7 million of the planned 2015 expenditures.

 

The Company will require significant additional financing to continue its operations (including general and administrative expenses) in connection with advancing activities at the Livengood Gold Project, the contingent payment due in January 2017 and the development of any mine that may be determined to be built at the Livengood Gold Project, and there is no assurance that the Company will be able to obtain the additional financing required on acceptable terms, if at all. In addition, any significant delays in the issuance of required permits for the ongoing work at the Livengood Gold Project, or unexpected results in connection with the ongoing work, could result in the Company being required to raise additional funds to advance permitting efforts.

 

Despite the Company’s success to date in raising significant equity financing to fund its operations, there is significant uncertainty that the Company will be able to secure any additional financing in the current or future equity markets. See “Risk Factors – We will require additional financing to fund exploration and, if warranted, development and production. Failure to obtain additional financing could have a material adverse effect on our financial condition and results of operation and could cast uncertainty on our ability to continue as a going concern.” disclosed in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. The quantity of funds to be raised and the terms of any proposed equity financing that may be undertaken will be negotiated by management as opportunities to raise funds arise. Specific plans related to the use of proceeds will be devised once financing has been completed and management knows what funds will be available for these purposes. Due to this uncertainty, if the Company is unable to secure additional financing, it may be required to reduce all discretionary activities at the Project to preserve its working capital to fund anticipated non-discretionary expenditures beyond the 2015 fiscal year for at least twelve months after September 30, 2015.

 

Other than cash held by its subsidiaries for their immediate operating needs in the United States, all of the Company’s cash reserves are on deposit with a major Canadian chartered bank. The Company does not believe that the credit, liquidity or market risks with respect thereto have increased as a result of the current market conditions.

 

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Contractual Obligations

 

The following table discloses, as of September 30, 2015, the Company’s contractual obligations including anticipated mineral property payments and work commitments. Under the terms of the Company’s mineral property purchase agreements, mineral leases and the terms of the unpatented mineral claims held by it, the Company is required to make certain scheduled acquisition payments, incur certain levels of expenditures, make lease or advance royalty payments, make payments to government authorities and incur assessment work expenditures as summarized in the table below in order to maintain and preserve the Company’s interests in the related mineral properties. If the Company is unable or unwilling to make such payments or incur such expenditures, it is likely that the Company would lose or forfeit its rights to acquire or hold the related mineral properties. The following table assumes that the Company retains the rights to all of its current mineral properties, but does not exercise any lease purchase or royalty buyout options:

 

   Payments Due by Year 
   2015   2016   2017   2018   2019   2020 and beyond   Total 
Livengood Property Purchase(1)  $-   $-   $14,200,000   $-   $-   $-   $14,200,000 
Mineral Property Leases(2)   -    416,872    421,850    426,902    437,031    442,236    2,144,891 
Mining Claim Government Fees   -    114,445    114,445    114,445    114,445    114,445    572,225 
                                    
Total  $-   $531,317   $14,736,295   $541,347   $551,476   $556,681   $16,917,116 

 

1.The amount payable on January 12, 2017 of $14,200,000 represents the fair value of the Company’s derivative liability as at September 30, 2015 and will be revalued at each subsequent reporting period.
2.Does not include required work expenditures, as it is assumed that the required expenditure level is significantly below the work for which will actually be carried out by the Company. Does not include potential royalties that may be payable (other than annual minimum royalty payments).

 

Other – Related Party Transactions

 

In December 2011, in accordance with a Stock and Asset Purchase Agreement (the “Agreement”) between the Company, Alaska/Nevada Gold Mines, Ltd. (“AN Gold Mines”) and the Heflinger Group, the Company acquired certain mining claims and related rights in the vicinity of the Livengood Gold Project located near Fairbanks, Alaska. The Company’s derivative liability, as described in Note 6 of the financial statements for the period ended September 30, 2015, represents the remaining consideration for the purchase of these claims and related rights and is payable in January 2017. Under the Agreement, the payment is due 70% to AN Gold Mines and 30% to the Heflinger Group.

 

Mr. Karl Hanneman was appointed Chief Operating Officer of the Company on March 26, 2015. Mr. Hanneman is a partner of the general partner, as well as a limited partner, of AN Gold Mines and holds an 11.9% net interest in AN Gold Mines. Mr. Hanneman’s interest in AN Gold Mines dates to the 1980’s and pre-dates the Company’s interest in the Livengood Gold Project, pre-dates his May 2010 employment with the Company, and was disclosed to the Company prior to his employment. Because of Mr. Hanneman’s interest in the derivative liability, the Company has excluded and will continue to exclude Mr. Hanneman from participating in any discussions, calculations or other matters related to the derivative liability on behalf of the Company, and any future agreements or arrangements related to the derivative liability will be subject to the prior review and approval of the Company’s Audit Committee in accordance with the Company’s policies for related party transactions.

 

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Off-Balance Sheet Arrangements

 

The Company does not have any off balance sheet arrangements.

 

Environmental Regulations

 

The operations of the Company may in the future be affected from time to time in varying degrees by changes in environmental regulations, including those for future removal and site restoration costs. Both the likelihood of new regulations and their overall effect upon the Company vary greatly and are not predictable. The Company’s policy is to meet or, if possible, surpass standards set by relevant legislation by application of technically proven and economically feasible measures.

 

Certain U.S. Federal Income Tax Considerations for U.S. Holders

 

The Company has been a “passive foreign investment company” (“PFIC”) for U.S. federal income tax purposes in recent years and expects to continue to be a PFIC in the future.  Current and prospective U.S. shareholders should consult their tax advisors as to the tax consequences of PFIC classification and the U.S. federal tax treatment of PFICs.  Additional information on this matter is included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, under “Part II. Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities - Certain U.S. Federal Income Tax Considerations for U.S. Holders.”

 

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

The Company has exposure to market risk in areas of interest rate risk, foreign currency exchange rate risk, concentration of credit risk and other price risk.

 

Interest Rate Risk

 

Interest rate risk consists of the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.

 

The Company’s cash and cash equivalents consists of cash and cash equivalents held in bank accounts in the United States and Canada and short term deposit certificates or Guaranteed Investment Certificates with a major Canadian financial institution that earn interest at variable interest rates. Future cash flows from interest income on cash and cash equivalents will be affected by interest rate fluctuations. Due to the short-term nature of these financial instruments, fluctuations in market rates do not have a significant impact on estimated fair values.

 

At September 30, 2015, the Company held a total of $7,908,605 in cash and cash equivalents which consist of interest bearing accounts and Guaranteed Investment Certificates.

 

The Company manages interest rate risk by maintaining an investment policy that focuses primarily on preservation of capital and liquidity. The Company’s sensitivity analysis suggests that a 0.5% change in interest rates would affect interest income by approximately $50,000.

 

Foreign Currency Risk

 

The Company is exposed to foreign currency risk to the extent that certain monetary financial instruments and other assets are denominated in Canadian dollars. As the majority of the Company’s assets are denominated in U.S. dollars, currency risk is limited to those Canadian cash balances. The Company has not entered into any foreign currency contracts to mitigate this risk. Over the past twelve months, the U.S. to Canadian dollar exchange rate has fluctuated as much as 15%. The Company’s sensitivity analysis suggests that a 15% change in the absolute rate of exchange for the Canadian dollar would affect net assets by approximately $480,000. Furthermore, depending on the amount of cash held by the Company in Canadian dollars at the end of each reporting period using the period end exchange rate, significant changes in the exchange rates could cause significant changes to the currency translation amounts recorded to accumulated other comprehensive income.

 

As at September 30, 2015, Canadian dollar balances were converted at a rate of C$1 to $0.7466.

 

Credit Risk

 

Concentration of credit risk exists with respect to the Company’s cash and cash equivalents as all amounts are held at one major Canadian financial institution. Credit risk with regard to cash held in the United States at U.S. subsidiaries is mitigated as the amount held in the United States is only sufficient to cover short-term cash requirements. With respect to receivables at September 30, 2015, the Company is not exposed to significant credit risk as the receivables are principally interest accruals.

 

Other Price Risk

 

Other price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices, other than those arising from interest rate risk or foreign exchange risk. The Company’s investment in marketable securities is exposed to such risk. The Company’s derivative liability, which consists of a future contingent payment valued using estimated future gold prices, is also exposed to other price risk. See Note 6 of the notes to the unaudited condensed consolidated interim financial statements for the period ended September 30, 2015. The fair value of this liability will fluctuate with the average daily price of gold as well as with future projections for the average price of gold over the life of the obligation. For every dollar change in the average daily price of gold, the value of the derivative liability will change by $23,148.

 

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ITEM 4. CONTROLS AND PROCEDURES

 

Disclosure Controls and Procedures

 

As of September 30, 2015, an evaluation was carried out under the supervision of and with the participation of the Company’s management, including the Chief Executive Officer (the principal executive officer) and Chief Financial Officer (the principal financial officer and accounting officer), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act). Based on the evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that, as of September 30, 2015, the Company’s disclosure controls and procedures were effective in ensuring that information required to be disclosed in reports filed or submitted to the SEC under the Exchange Act: (i) is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and (ii) accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, in a manner that allows for timely decisions regarding required disclosures.

 

The effectiveness of our or any system of disclosure controls and procedures, however well designed and operated, can provide only reasonable assurance that the objectives of the system will be met and is subject to certain limitations, including the exercise of judgement in designing, implementing and evaluating controls and procedures and the assumptions used in identifying the likelihood of future events.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in internal control over financial reporting during the quarter ended September 30, 2015 that have materially, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

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PART II – OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

Not applicable.

 

ITEM 1A. RISK FACTORS

 

There have been no material changes to the risk factors previously disclosed in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 under the heading “Risk Factors.”

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

Not applicable.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

Not applicable.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Pursuant to Section 1503(a) of the Dodd-Frank Act, issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose specified information about mine health and safety in their periodic reports. These reporting requirement are based on the safety and health requirements applicable to mines under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”) which is administered by the U.S. Department of Labor’s Mine Safety and Health Administration (“MSHA”). During the three month period ended September 30, 2015, the Company and its subsidiaries were not subject to regulation by MSHA under the Mine Act and thus no disclosure is required under Section 1503(a) of the Dodd-Frank Act.

 

ITEM 5. OTHER INFORMATION

 

Not applicable.

 

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ITEM 6. EXHIBITS

 

10.1

 

Consulting Agreement, dated for reference May 11, 2015, between the Company and David A. Cross (filed as Exhibit 10.1 to the Company’s Form 8-K on May 12, 2015 and incorporated herein by reference).
   

10.2

 

Financial and Accounting Consulting Agreement, dated for reference May 11, 2015, between the Company and Cross Davis & Company LLP, Certified General Accountants (filed as Exhibit 10.2 to the Company’s Form 8-K on May 12, 2015 and incorporated herein by reference).
   

31.1

 

Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   

31.2

 

Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   

32.1

 

Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
   
32.2 Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
   
101 Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Condensed Consolidated Balance Sheets at September 30, 2015 and December 31, 2014, (ii) the Condensed Consolidated Interim Statements of Operations and Comprehensive Loss for the Three and Nine Months ended September 30, 2015 and 2014, (iii) the Condensed Consolidated Interim Statements of Changes in Shareholders’ Equity for the Nine Months Ended September 30, 2015 and 2014, (iv) the Condensed Consolidated Interim Statements of Cash Flows for the Nine Months Ended September 30, 2015 and 2014, and (v) the Notes to the Condensed Consolidated Interim Financial Statements.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

By: /s/ Thomas E. Irwin  
     
  Thomas E. Irwin  
  Chief Executive Officer  
  (Principal Executive Officer)  

 

Date: October 30, 2015

 

 

By: /s/ David Cross  
     
  David Cross  
  Chief Financial Officer  
  (Principal Financial and Accounting Officer)  

 

Date: October 30, 2015