American Lithium Corp 6-K, filed Oct 17, 2023
American Lithium Corp. (AMLIF)
About this 6-K
American Lithium Corp filed this 6-K on October 17, 2023.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of October 2023
Commission File Number: 001-41579
American Lithium Corp.
(Translation of registrant's name into English)
1030 West Georgia St., Suite 710
Vancouver, BC
Canada V6E 2Y3
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☐ Form 40-F ☒
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.
| American Lithium Corp. | |
| (Registrant) | |
| Date: October 17, 2023 | /s/ Simon Clarke Simon Clarke Chief Executive Officer & Director |
EXHIBIT INDEX
American Lithium Corp.
Condensed Interim Consolidated Financial Statements
For the three and six months ended August 31, 2023 and 2022
(Expressed in Canadian Dollars - Unaudited)
American Lithium Corp.
Table of Contents
NOTICE OF NO AUDITOR REVIEW OF
CONDENSED INTERIM FINANCIAL STATEMENTS
Under National Instrument 51-102, Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the condensed interim financial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor.
The accompanying unaudited condensed interim financial statements have been prepared by and are the responsibility of management.
The Company's independent auditor has not performed a review of these financial statements in accordance with the standards established by the Chartered Professional Accountants of Canada for a review of condensed interim financial statements by an entity's auditor.
American Lithium Corp.
Condensed Interim Consolidated Statements of Financial Position
(Expressed in Canadian Dollars – Unaudited)
| August 31, | February 28, | ||||||||
| Notes | 2023 | 2023 | |||||||
| $ | $ | ||||||||
| Assets | |||||||||
| Current assets | |||||||||
| Cash and cash equivalents | 4 | 19,800,215 | 11,985,766 | ||||||
| Guaranteed investment certificates | 5 | 2,066,723 | 28,636,414 | ||||||
| Short-term investments | 6 | 6,298,000 | - | ||||||
| Amounts receivable | 455,751 | 400,804 | |||||||
| Prepaid expenses and deposits | 2,310,496 | 2,109,932 | |||||||
| 30,931,185 | 43,132,916 | ||||||||
| Non-current assets | |||||||||
| Deposits | 33,828 | 34,023 | |||||||
| Investment in Surge Battery Metals Inc. | 7 | 2,987,708 | - | ||||||
| Reclamation deposits | 8 | 591,305 | 594,713 | ||||||
| Property and equipment | 9 | 258,896 | 51,885 | ||||||
| Right-of-use assets | 10 | 167,285 | 208,828 | ||||||
| Exploration and evaluation assets | 11 | 150,459,421 | 150,257,776 | ||||||
| 154,498,443 | 151,147,225 | ||||||||
| Total assets | 185,429,628 | 194,280,141 | |||||||
| Liabilities | |||||||||
| Current liabilities | |||||||||
| Accounts payable and accrued liabilities | 13 | 2,424,868 | 1,663,785 | ||||||
| Deferred revenue | 7 | 180,000 | - | ||||||
| Current portion of lease liabilities | 10 | 78,670 | 74,981 | ||||||
| 2,683,538 | 1,738,766 | ||||||||
| Non-current liabilities | |||||||||
| Deferred gain on short-term investments | 7 | 2,316,286 | - | ||||||
| Lease liabilities | 10 | 111,175 | 151,308 | ||||||
| 2,427,461 | 151,308 | ||||||||
| Total liabilities | 5,110,999 | 1,890,074 | |||||||
| Equity | |||||||||
| Share capital | 12 | 263,354,092 | 261,911,478 | ||||||
| Equity reserves | 12 | 55,128,478 | 46,941,088 | ||||||
| Deficit | (138,699,550 | ) | (116,992,922 | ) | |||||
| Accumulated other comprehensive income | 535,609 | 530,423 | |||||||
| 180,318,629 | 192,390,067 | ||||||||
| Total liabilities and equity | 185,429,628 | 194,280,141 |
Nature of operations and going concern (Note 1)
Approved on behalf of the Board of Directors on October 13, 2023:
| /s/ Claudia Tornquist | /s/ G.A. (Ben) Binninger |
| Claudia Tornquist, Director | G.A. (Ben) Binninger, Director |
American Lithium Corp.
Condensed Interim Consolidated Statements of Loss and Comprehensive Loss
(Expressed in Canadian Dollars – Unaudited)
| Three months ended | Six months ended | ||||||||||||||
| Notes | August 31, 2023 | August 31, 2022 | August 31, 2023 | August 31, 2022 | |||||||||||
| $ | $ | $ | $ | ||||||||||||
| Operating Expenses | |||||||||||||||
| Conferences and tradeshows | 73,176 | 67,384 | 159,853 | 67,384 | |||||||||||
| Consulting and employment costs | 193,306 | 309,068 | 410,407 | 482,358 | |||||||||||
| Depreciation | 9,10 | 30,554 | 22,561 | 59,195 | 44,990 | ||||||||||
| Exploration and evaluation expenditures | 13 | 5,394,032 | 4,879,673 | 10,129,231 | 9,031,209 | ||||||||||
| Foreign exchange loss (gain) | 183,164 | 302,625 | 227,997 | 397,059 | |||||||||||
| General and administrative | 109,486 | 61,759 | 185,203 | 108,423 | |||||||||||
| Insurance | 377,518 | 20,545 | 772,558 | 46,832 | |||||||||||
| Interest - lease obligations | 10 | 5,986 | 37,823 | 12,591 | 75,855 | ||||||||||
| Management and directors fees | 13 | 516,750 | 440,000 | 1,033,500 | 828,954 | ||||||||||
| Marketing | 1,230,455 | 239,969 | 1,464,574 | 399,037 | |||||||||||
| Professional fees | 212,192 | 1,031,005 | 640,714 | 1,335,313 | |||||||||||
| Regulatory and transfer agent fees | 75,070 | 871,264 | 133,388 | 911,662 | |||||||||||
| Share-based compensation | 12,13 | 4,104,968 | 2,802,987 | 8,782,295 | 6,253,741 | ||||||||||
| Travel | 37,095 | 145,425 | 98,688 | 280,855 | |||||||||||
| 12,543,752 | 11,232,088 | 24,110,194 | 20,263,672 | ||||||||||||
| Other items | |||||||||||||||
| Advisory fee income | 7 | 60,000 | - | 60,000 | - | ||||||||||
| Gain on short-term investments | 6,7 | 1,684,571 | - | 1,684,571 | - | ||||||||||
| Interest and miscellaneous income | 293,325 | 188,889 | 734,144 | 296,829 | |||||||||||
| Share of loss from equity investment in Surge Battery Metals Inc. | 7 | (60,878 | ) | - | (60,878 | ) | - | ||||||||
| Dilution loss on investment in Surge Battery Metals Inc. | 7 | (14,271 | ) | - | (14,271 | ) | - | ||||||||
| Net loss for the period | (10,581,005 | ) | (11,043,199 | ) | (21,706,628 | ) | (19,966,843 | ) | |||||||
| Other comprehensive loss | |||||||||||||||
| Foreign currency translation adjustment | 1,978 | 333,235 | 5,186 | 264,099 | |||||||||||
| Comprehensive loss for the period | (10,579,027 | ) | (10,709,964 | ) | (21,701,442 | ) | (19,702,744 | ) | |||||||
| Basic and diluted loss per share | (0.05 | ) | (0.05 | ) | (0.10 | ) | (0.10 | ) | |||||||
| Weighted average number of common shares outstanding – basic and diluted | 214,650,834 | 207,266,586 | 214,490,219 | 206,005,675 | |||||||||||
American Lithium Corp.
Condensed Interim Consolidated Statements of Cash Flows
(Expressed in Canadian Dollars – Unaudited)
| Three months ended | Six months ended | ||||||||||||||
| Notes | August 31, 2023 | August 31, 2022 | August 31, 2023 | August 31, 2022 | |||||||||||
| $ | $ | $ | $ | ||||||||||||
| OPERATING ACTIVITIES | |||||||||||||||
| Net loss for the period | (10,581,005 | ) | (11,043,199 | ) | (21,706,628 | ) | (19,966,843 | ) | |||||||
| Items not affecting cash and cash equivalents: | |||||||||||||||
| Depreciation | 9,10 | 30,554 | 22,561 | 59,195 | 44,990 | ||||||||||
| Finance charge | 10 | 5,986 | 37,823 | 12,591 | 75,855 | ||||||||||
| Share-based compensation | 12,13 | 4,104,968 | 2,802,987 | 8,782,295 | 6,253,741 | ||||||||||
| Gain on short-term investments | 7 | (1,684,571 | ) | - | (1,684,571 | ) | - | ||||||||
| Share of loss from equity investment in Surge Battery Metals Inc. | 7 | 60,878 | - | 60,878 | - | ||||||||||
| Dilution loss on investment in Surge Battery Metals Inc. | 7 | 14,271 | - | 14,271 | - | ||||||||||
| Changes in non-cash working capital items: | |||||||||||||||
| Amounts receivable | (43,691 | ) | (65,997 | ) | (54,947 | ) | 33,124 | ||||||||
| Accrued interest receivable | 309,843 | (161,791 | ) | 181,690 | (305,279 | ) | |||||||||
| Prepaid expenses and deposits | 402,583 | (88,260 | ) | (200,369 | ) | 163,932 | |||||||||
| Accounts payable and accrued liabilities | 537,931 | 2,068,266 | 761,083 | 2,550,261 | |||||||||||
| Deferred revenue | 180,000 | - | 180,000 | - | |||||||||||
| Cash used in operating activities | (6,662,253 | ) | (6,427,610 | ) | (13,594,512 | ) | (11,150,219 | ) | |||||||
| INVESTING ACTIVITIES | |||||||||||||||
| Exploration and evaluation assets expenditures | 11 | (201,645 | ) | (4,600,811 | ) | (201,645 | ) | (4,600,811 | ) | ||||||
| Redemption of guaranteed investment certificates | 21,462,507 | - | 33,563,808 | - | |||||||||||
| Purchase of short-term investments | - | - | (7,257,649 | ) | - | ||||||||||
| Investment in Surge Battery Metals Inc. | (5,360,000 | ) | - | (5,360,000 | ) | - | |||||||||
| Purchase of equipment | 9 | (78,404 | ) | - | (228,617 | ) | (9,777 | ) | |||||||
| Refund of reclamation bonds | - | - | - | 64,775 | |||||||||||
| Cash provided by (used in) investing activities | 15,822,458 | (4,600,811 | ) | 20,515,897 | (4,545,813 | ) | |||||||||
| FINANCING ACTIVITIES | |||||||||||||||
| Stock options exercised | 12 | - | 287,330 | 801,908 | 2,198,615 | ||||||||||
| Warrants exercised | 12 | 29,085 | 201,158 | 45,801 | 382,805 | ||||||||||
| Repayment of long-term debt | - | (1,051,075 | ) | - | (1,051,075 | ) | |||||||||
| Repayment of lease liabilities | 10 | (20,185 | ) | (105 | ) | (44,571 | ) | (8,346 | ) | ||||||
| Cash provided by (used in) financing activities | 8,900 | (562,692 | ) | 803,138 | 1,521,999 | ||||||||||
| Effect of foreign exchange on cash and cash equivalents | 84,246 | 388,779 | 89,926 | 324,209 | |||||||||||
| Change in cash and cash equivalents during the period | 9,253,351 | (11,202,334 | ) | 7,814,449 | (13,849,824 | ) | |||||||||
| Cash and cash equivalents, beginning of period | 10,546,864 | 17,051,272 | 11,985,766 | 19,698,762 | |||||||||||
| Cash and cash equivalents, end of period | 19,800,215 | 5,848,938 | 19,800,215 | 5,848,938 | |||||||||||
Supplementary cash flow disclosures (Note 17)
American Lithium Corp.
Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity
(Expressed in Canadian Dollars – Unaudited)
| Number of Shares |
Share Capital | Equity Reserves |
Deficit | Accumulated Other Comprehensive Income |
Total | ||||||||||||||||
| Notes | # | $ | $ | $ | $ | $ | |||||||||||||||
| Balance as at February 28, 2022 (1) | 204,280,109 | 230,593,327 | 41,685,611 | (81,326,380 | ) | (151,115 | ) | 190,801,443 | |||||||||||||
| Shares issued for exploration and evaluation assets | 11 | 2,250,000 | 4,635,000 | - | - | - | 4,635,000 | ||||||||||||||
| Share-based compensation | 12 | - | - | 6,253,742 | - | - | 6,253,742 | ||||||||||||||
| Stock options exercised | 12 | 1,425,967 | 3,568,276 | (1,369,661 | ) | - | - | 2,198,615 | |||||||||||||
| Warrants exercised | 12 | 205,935 | 613,587 | (230,782 | ) | - | - | 382,805 | |||||||||||||
| Loss for the period | - | - | - | (19,966,843 | ) | - | (19,966,843 | ) | |||||||||||||
| Foreign currency translation adjustment | - | - | - | - | 264,099 | 264,099 | |||||||||||||||
| Balance as at August 31, 2022 | 208,162,011 | 239,410,190 | 46,338,910 | (101,293,223 | ) | 112,984 | 184,568,861 | ||||||||||||||
| Shares issued for exploration and evaluation assets | 11 | 1,150,000 | 5,449,000 | - | - | - | 5,449,000 | ||||||||||||||
| Share-based compensation | 12 | - | - | 6,309,441 | - | - | 6,309,441 | ||||||||||||||
| Stock options exercised | 12 | 2,016,622 | 4,147,874 | (1,763,097 | ) | - | - | 2,384,777 | |||||||||||||
| Warrants exercised | 12 | 2,760,347 | 12,904,414 | (3,944,166 | ) | - | - | 8,960,248 | |||||||||||||
| Loss for the period | - | - | - | (15,699,699 | ) | - | (15,699,699 | ) | |||||||||||||
| Foreign currency translation adjustment | - | - | - | - | 417,439 | 417,439 | |||||||||||||||
| Balance as at February 28, 2023 | 214,088,980 | 261,911,478 | 46,941,088 | (116,992,922 | ) | 530,423 | 192,390,067 | ||||||||||||||
| Share-based compensation | 12 | - | - | 8,782,295 | - | - | 8,782,295 | ||||||||||||||
| Stock options exercised | 12 | 540,600 | 1,363,257 | (561,349 | ) | - | - | 801,908 | |||||||||||||
| Stock options expired | 12 | - | 79,357 | (33,556 | ) | - | - | 45,801 | |||||||||||||
| Warrants exercised | 12 | 26,234 | - | - | - | - | - | ||||||||||||||
| Loss for the period | - | - | - | (21,706,628 | ) | - | (21,706,628 | ) | |||||||||||||
| Foreign currency translation adjustment | - | - | - | - | 5,186 | 5,186 | |||||||||||||||
| Balance as at August 31, 2023 | 214,655,814 | 263,354,092 | 55,128,478 | (138,699,550 | ) | 535,609 | 180,318,629 |
(1) The opening balances of "Equity Reserves" and "Deficit" were changed to reflect the accounting policy change indicated in Note 3.
| American Lithium Corp. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended August 31, 2023 and 2022 (Expressed in Canadian Dollars – unaudited) |
1. NATURE OF OPERATIONS AND GOING CONCERN
American Lithium Corp. (the "Company") was incorporated in the Province of British Columbia. The Company is engaged in the business of identification, acquisition, and exploration of mineral interests in the Unites States of America and Peru. The Company's head office is located at 710 - 1030 West Georgia Street, Vancouver, British Columbia, V6E 2Y3, Canada, and its registered and records office is located at Suite 2200, 885 West Georgia Street, Vancouver, BC, V6C 3E8, Canada. The Company's common shares are listed for trading on Tier 2 of the TSX Venture Exchange (the "Exchange") under the symbol "LI", the Frankfurt Stock Exchange under the symbol "5LA", and on the NASDAQ exchange under the symbol "AMLI".
The Company is in the process of exploring its principal mineral properties and has not yet determined whether the properties contain ore reserves that are economically recoverable. The recoverability of amounts shown as exploration and evaluation assets is dependent upon the discovery of economically recoverable reserves, the confirmation of the Company's interest in the underlying mineral claims, the ability of the Company to obtain necessary financing to complete the development and upon future profitable production or proceeds from the disposition thereof.
These financial statements have been prepared on the basis of accounting principles applicable to a going concern which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. As at August 31, 2023, the Company had a working capital position of $28,247,647 (February 23, 2023 - $41,394,150), and for the six months ended August 31, 2023, incurred a net loss of $21,706,628 (six months ended August 31, 2022 - $19,966,843). In addition, as at August 31, 2023, the Company had an accumulated deficit of $138,699,550 (February 28, 2023 - $116,992,922), which has been funded primarily by the issuance of equity. The Company's ability to continue as a going concern and to realize assets at their carrying values is dependent upon obtaining additional financing. Though the Company has raised financing in the past, there is no guarantee that it will be able to in the future. As at August 31, 2023, management believes that the Company has sufficient working capital to meet the Company's obligations over the ensuing twelve-month period from the date of the statement of financial position.
2. BASIS OF PRESENTATION
Statement of compliance
These condensed interim consolidated financial statements, including comparatives, have been prepared in accordance with International Accounting Standards ("IAS") 34, "Interim Financial Reporting" using accounting policies consistent with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and Interpretations issued by the International Financial Reporting Interpretations Committee ("IFRIC").
Certain accounts have been reclassified to be consistent with the current period classification.
These condensed interim consolidated financial statements were approved and authorized for issue by the Board of Directors on October 13, 2023.
| American Lithium Corp. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended August 31, 2023 and 2022 (Expressed in Canadian Dollars – unaudited) |
2. BASIS OF PRESENTATION (continued)
Basis of preparation
These condensed interim consolidated financial statements have been prepared on a historical cost basis except for certain financial instruments that are measured at fair value. In addition, the condensed interim consolidated financial statements have been prepared using the accrual basis of accounting except for cash flow disclosure.
The condensed interim consolidated financial statements are presented in Canadian dollars unless otherwise noted.
Principles of consolidation
The condensed interim consolidated financial statements include the accounts of the Company and the following subsidiaries:
| Name | Jurisdiction |
| American Lithium Holdings Corp. | British Columbia, Canada |
| Big Smoky Holdings, Inc. | Nevada, USA |
| Tonopah Lithium Corp. | Nevada, USA |
| Maran Ventures Ltd. ("Maran") | Nevada, USA |
| Plateau Energy Metals Inc. ("Plateau") | Ontario, Canada |
| Macusani Yellowcake S.A.C. ("Macusani Yellowcake") | Peru |
| Macusani Uranium S.A.C. ("Macusani Uranium") | Peru |
All intercompany transactions, balances, revenue and expenses are eliminated on consolidation. During the year ended February 28, 2023, the Company amalgamated 1032701 Nevada Ltd., 1065604 Nevada Ltd., 1067323 Nevada Ltd., 1134989 Nevada Ltd., 1301420 Nevada Ltd., and 4286128 Nevada Corp. as one company under Tonopah Lithium Corp. In addition, the Company amalgamated Big Smoky Holdings Corp. as one company under American Lithium Holdings Corp. On January 24, 2023, the Company acquired 100% of the outstanding shares of Maran (note 11).
Functional currency
The reporting and functional currency of the Company and its subsidiaries is the Canadian dollar, except for Macusani Yellowcake and Macusani Uranium where the functional currency is the United States ("US") dollar.
Transactions in currencies other than an entity's functional currency are recorded at the rates of exchange prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated at period-end rates with the resulting gains or losses are reflected in profit or loss in the period of translation. Non-monetary assets and liabilities are translated at historical rates.
For the Company's foreign Peruvian subsidiaries, the functional currency is translated into the presentation currency using the period end rates for assets and liabilities, while the operations and cash flows are translated using average rates of exchange and the exchange differences arising on translation are recognized in other comprehensive loss. The Company treats specific intercompany balances, which are not intended to be repaid in the foreseeable future, as part of its net investment, whereby the exchange difference on translation is recorded in other comprehensive loss.
| American Lithium Corp. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended August 31, 2023 and 2022 (Expressed in Canadian Dollars – unaudited) |
3. MATERIAL ACCOUNTING POLICIES, JUDGEMENTS AND ESTIMATES
These condensed interim consolidated financial statements do not include all the information required of the audited annual consolidated financial statements and is intended to provide users with an update in relation to events and transactions that are significant to an understanding of the changes in the financial position and performance of the Company since the end of the last annual reporting period. The accounting policies followed in these condensed consolidated interim financial statements are the same as those applied in the Company's most recent audited consolidated annual financial statements for the year ended February 28, 2023, except for the adoption of Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2) and the change in accounting policy for expired share-based payment arrangements mentioned below. Therefore, it is recommended that this financial report be read in conjunction with the audited annual consolidated financial statements of the Company for the years ended February 28, 2023 and 2022.
Accounting standards adopted during the period
The Company adopted the following new IFRS standard effective January 1, 2023. The nature and impact of the standard on the Company's consolidated annual audited financial statements is indicated below.
In February 2021, the IASB issued Disclosure of Accounting Policies (amendments to IAS 1 and IFRS Practice Statement 2 Making Materiality Judgements). IAS 1 is amended to require that an entity discloses its material accounting policies, instead of its significant accounting policies. Further amendments explain how an entity can identify a material accounting policy and clarify that information may be material because of its nature, even if the related amounts are immaterial. These amendments to IAS 1 are effective for annual reporting periods beginning on or after January 1, 2023, and have not had a material impact on the Company's condensed interim consolidated financial statements nor are they expected to for the Company's annual financial statements.
Change in accounting policy for expiry of share-based payment arrangements
The Company previously had an accounting policy to reclassify to deficit any balance in reserves upon the expiry of share-based awards under a view that IFRS 2 does not preclude an entity from recognizing a transfer within equity (from one component to another) in the event of an expiration; however, IFRS 2 does not mandatorily require the Company to perform such reclassifications. The Company has determined not to reclassify reserves to deficit upon expiry for all share-based awards as management believes that the expiry of a fully vested equity instrument does not result in a gain to the entity and is more accurately reflected outside of deficit. Additionally, upon examining other accounting frameworks, specifically United States generally accepted accounting principles, a movement within equity for expired share-based awards is not permitted and further supports the Company's decision to no longer reclassify reserves to deficit.
As a result, in the current period, the Company has changed its existing policy for the expiry of share-based payments and will no longer reclassify such reserves to deficit upon expiry. The consolidated equity is not modified by this change in presentation. As per IAS 8, financial information from previous years presented for comparative purposes has been restated so that the information is comparable. Consequently, the deficit heading no longer includes the effects arising from the expiry of share-based payment awards which have been reclassified to reserves amounting to $1,157,471 on February 28, 2023 (February 28, 2022 - $44,275).
| American Lithium Corp. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended August 31, 2023 and 2022 (Expressed in Canadian Dollars – unaudited) |
3. MATERIAL ACCOUNTING POLICIES, JUDGEMENTS AND ESTIMATES (continued)
Critical judgements and estimates
The preparation of condensed interim consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities and contingent liabilities as at the date of the condensed interim consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management's experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. However, actual outcomes can differ from these estimates. The results of estimates form the basis for making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources.
The estimates and underlying assumptions are reviewed on an ongoing basis. 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 review affects both current and future periods.
The critical areas of judgement and estimation impacting these condensed interim consolidated financial statements are as follows:
Carrying value of exploration and evaluation assets
- The Company's exploration and evaluation assets represent its most significant asset on the statement of financial position. The Company's management applies its judgement, using facts and circumstances available at the time, to determine whether the exploration and evaluation asset value may be realized. For each of its projects, the Company reviews its right to the claims/concessions, future plans and exploration or development progress to determine if it should test the respective projects for impairment. There is significant judgement involved in determining if a project shows impairment indicators that may impact the carrying value of exploration and evaluation assets.
Valuation of share-based compensation awards
- Stock options are valued using the Black-Scholes option pricing model with inputs that can significantly impact the calculated value. Typical inputs into the Black-Scholes option pricing model include: exercise price, historical volatility, time to expiration and risk-free discount rates. Historical volatility and risk-free discount rates in particular require judgement around the reference period or benchmark rate used as inputs into the Black-Scholes option pricing model.
Valuation of common shares and common share purchase warrants received from investment in Surge Battery Metals Inc. (note 7)
- The Company's investment in Surge Battery Metals Inc. (note 7) required the use of the Black-Scholes option pricing model to determine the initial value of the Surge common shares and common share purchase warrants. Typical inputs into the Black-Scholes option pricing model include: exercise price, historical volatility, time to expiration and risk-free discount rates. Historical volatility and risk-free discount rates in particular require judgement around the reference period or benchmark rate used as inputs into the Black-Scholes option pricing model.
| American Lithium Corp. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended August 31, 2023 and 2022 (Expressed in Canadian Dollars – unaudited) |
3. MATERIAL ACCOUNTING POLICIES, JUDGEMENTS AND ESTIMATES (continued)
Accounting pronouncements not yet adopted
The Company has performed an assessment of new standards issued by the IASB that are not yet effective and has determined that any standards that have been issued would have no or very minimal impact on the Company's condensed interim consolidated financial statements.
4. CASH AND CASH EQUIVALENTS
| August 31, 2023 | February 28, 2023 | |||||
| $ | $ | |||||
| Cash held in banks | 11,743,020 | 5,638,435 | ||||
| Redeemable guaranteed investment certificates | 8,057,195 | 4,908,429 | ||||
| Balance, August 31, 2023 | 19,800,215 | 10,546,864 |
The Company's cash and cash equivalents include an aggregate of $8,057,195 in redeemable guaranteed investment certificates ("GICs") including accumulated interest from Canadian financial institutions, which earn interest at rates ranging from 4.8% - 5.4% per annum and mature between June 27, 2024 and July 31, 2024.
The Company's GICs that are included in cash and cash equivalents are fully redeemable without a loss of accumulated interest.
5. GUARANTEED INVESTMENT CERTIFICATES
The Company has $2,066,723 in a non-redeemable GIC including accumulated interest from a Canadian financial institution, which earns interest at 5.2% per annum and matures on October 25, 2023.
6. SHORT-TERM INVESTMENTS
As part of the Company’s strategic investment in Surge Battery Metals Inc.’s (“Surge”) private placement (note 7), the Company was issued 13,400,000 common share purchase warrants (“Warrants”). The Warrants are financial assets carried at fair value through profit and loss (“FVTPL”) and will be revalued at each reporting period end.
The following table provides a reconciliation of changes in the carrying value of the Warrants.
| $ | |||
| Balance, February 28, 2023 | - | ||
| Allocated transaction price of Surge's Warrants (note 7) | 2,297,143 | ||
| Deferred gain on Warrants (note 7) | 2,526,857 | ||
| Fair value of Warrants at date of acquisition | 4,824,000 | ||
| Fair value increase at August 31, 2023 | 1,474,000 | ||
| Balance, August 31, 2023 | 6,298,000 |
| American Lithium Corp. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended August 31, 2023 and 2022 (Expressed in Canadian Dollars – unaudited) |
6. SHORT-TERM INVESTMENTS (continued)
The fair value of Surge’s Warrants at August 31, 2023 was determined using the following inputs:
| August 31, 2023 | |||
| Expected volatility | 125% | ||
| Risk-free interest rate | 4.45% | ||
| Spot Price(1) | 0.63 | ||
| Exercise Price | 0.55 | ||
| Time to expiration | 2.78 years | ||
| Dividend yield | Nil |
(1) The spot price is based on the market price of Surge’s common shares, less a discount to reflect the 4-month hold period (note 7).
The spot price is based on the calculated value of Surge Battery Metals Inc.'s common shares, subject to a 4-month hold (note 7).
7. INVESTMENT IN SURGE BATTERY METALS INC.
On June 9, 2023, the Company completed a strategic investment in Surge, a company incorporated in Canada, whose principal business activity is the acquisition, exploration and development of mineral properties in Nevada. The Company, through a combination of its shareholding and its board representation, has significant influence over Surge, and therefore accounts for the investment using the equity method.
Surge closed the first tranche of a non-brokered private placement financing by issuing 13,400,000 units (“Units”) at a price of $0.40 per Unit to the Company for a total transaction value of $5,360,000. Each Unit consists of one common share and one Warrant exercisable at $0.55 per Warrant for a period of three years from the date of issuance, and are subject to a 4-month hold.
The allocation of the transaction value to the Surge common shares and Warrants at June 9, 2023 was determined based on the relative fair values of each asset, $3,062,857 and $2,297,143, respectively, both calculated using the Black-Scholes option pricing model and reflecting the 4-month hold period.
| American Lithium Corp. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended August 31, 2023 and 2022 (Expressed in Canadian Dollars – unaudited) |
7. INVESTMENT IN SURGE BATTERY METALS INC. (continued)
Surge’s common shares and warrants were valued at June 9, 2023, using the following Black-Scholes assumptions:
| Common Shares 4-month hold |
Warrants | |||||
| Expected volatility | 102% | 132% | ||||
| Risk-free interest rate | 4.08% | 4.08% | ||||
| Spot Price(1) | 0.62 | 0.48 | ||||
| Exercise Price | 0.62 | 0.55 | ||||
| Time to expiration | 4 months | 3 years | ||||
| Dividend yield | Nil | Nil |
(1) The spot price for the Warrants is based on the market price of Surge's common shares, less a discount to reflect the 4-month hold period.
The Company determined that the fair value of Surge’s Warrants acquired was $4,824,000 at June 9, 2023. Since the fair value of this financial instrument exceeded the Unit offering’s allocated transaction value of $2,297,143, and the fair value is not based solely on observable inputs, $2,526,857 was recorded as a deferred gain, which will be recognized over the three-year life of the Warrants. The fair value of the Warrants will be determined at each reporting date, and gains or losses on the fair value changes will be recognized in the statements of loss and comprehensive loss each period.
For the period ended August 31, 2023 the Company recognized $210,571 (period ended August 31, 2022 – $nil) of the deferred gain. The Company determined that the fair value of the Surge Warrants at August 31, 2023 was $6,298,000 (February 28, 2023 – $nil) and therefore recognized an unrealized gain of $1,474,000 (period ended August 31, 2022 – $nil). A gain of $1,684,571 (period ended August 31, 2022 - $nil) was recorded within other items in the statements of loss and comprehensive loss.
Due to the fact that Surge’s financial statements for the period ending September 30, 2023 are not publicly available at the time the Company files its financial statements, the Company has recognized its proportionate share of Surge’s loss for the one-month ended June 30, 2023 in determining the carrying value of its investment in Surge at August 31, 2023.
| $ | |||
| Balance, February 28, 2023 | - | ||
| Allocated transaction value of Surge's common shares | 3,062,857 | ||
| Share of loss for the month ended June 30, 2023 (1) | (60,878 | ) | |
| Dilution loss on investment in Surge (2) | (14,271 | ) | |
| Balance, August 31, 2023 | 2,987,708 |
(1) Since the investment in Surge was purchased on June 9, 2023, the share of Surge's loss is only calculated from the date of acquisition to June 30, 2023.
(2) The Company's investment in Surge represented 9.73% of the outstanding share capital of Surge, decreasing to 9.27% by the end of the current period which resulted in a dilution loss of $14,271.
The trading price of Surge's common shares on August 31, 2023 was $0.72. The quoted market value of the investment in Surge was $9,648,000.
Surge’s loss and comprehensive loss for the periods is as follows:
| One month ended | One month ended | |||||
| June 30, 2023 | June 30, 2022 | |||||
| Comprehensive loss for the period (per Surge Financial Statements) |
(522,939 | ) | (91,737 | ) | ||
| Exploration & evaluation expenditures | (102,628 | ) | (61,999 | ) | ||
| Comprehensive loss for the period (in accordance with ALC's accounting policies) |
(625,567 | ) | (153,736 | ) |
| American Lithium Corp. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended August 31, 2023 and 2022 (Expressed in Canadian Dollars – unaudited) |
7. INVESTMENT IN SURGE BATTERY METALS INC. (continued)
Select information from Surge’s statements of financial position is as follows:
| June 30, 2023 | December 31, 2022 | |||||
| Current assets | 10,133,453 | 1,149,033 | ||||
| Non-current assets (per Surge Financial Statements) | 4,400,751 | 3,478,195 | ||||
| Exploration & evaluation expenditures | (2,106,924 | ) | (1,697,883 | ) | ||
| Non-current assets (In accordance with ALC's accounting policies) | 2,293,827 | 1,780,312 | ||||
| Current liabilities | 233,889 | 199,683 |
Surge’s statements of financial position and statements of loss and comprehensive loss for the period have been adjusted to align Surge’s accounting policies with the Company’s, specifically relating to the accounting of exploration and evaluation expenditures.
The Company was appointed as an advisor by Surge to assist in the exploration and development of Surge's Nevada North Lithium project. The Company has received an upfront fee of $240,000 from Surge in relation to the advisory engagement which covers a period of 12 months starting on June 9, 2023. As at August 31, 2023, the Company recognized $60,000 of revenue related to the advisory engagement and $180,000 of deferred revenue remained on the Company's statement of financial position.
8. RECLAMATION DEPOSITS
Reclamation deposits of $591,305 (February 28, 2023 - $594,713) as at August 31, 2023, consisted of a bond recorded at cost and held as security by the State of Nevada, with regard to certain exploration properties described in note 11.
| American Lithium Corp. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended August 31, 2023 and 2022 (Expressed in Canadian Dollars – unaudited) |
9. PROPERTY AND EQUIPMENT
| Computer | Furniture | Ranch | Leasehold | ||||||||||||
| Equipment | Equipment | Equipment | Improvement | Total | |||||||||||
| $ | $ | $ | $ | $ | |||||||||||
| Cost: | |||||||||||||||
| Balance, February 28, 2022 | 12,960 | 15,957 | - | 30,959 | 59,876 | ||||||||||
| Additions | 7,884 | 9,777 | - | - | 17,661 | ||||||||||
| Balance, February 28, 2023 | 20,844 | 25,734 | - | 30,959 | 77,537 | ||||||||||
| Additions | 2,529 | - | 226,088 | - | 228,617 | ||||||||||
| Balance, August 31, 2023 | 23,373 | 25,734 | 226,088 | 30,959 | 306,154 | ||||||||||
| Depreciation: | |||||||||||||||
| Balance, February 28, 2022 | 4,108 | 3,933 | - | 2,064 | 10,105 | ||||||||||
| Depreciation for the year | 5,973 | 3,382 | - | 6,192 | 15,547 | ||||||||||
| Balance, February 28, 2023 | 10,081 | 7,315 | - | 8,256 | 25,652 | ||||||||||
| Depreciation for the period | 3,540 | 1,842 | 13,129 | 3,096 | 21,607 | ||||||||||
| Balance, August 31, 2023 | 13,621 | 9,157 | 13,129 | 11,352 | 47,259 | ||||||||||
| Net book value: | |||||||||||||||
| As at February 28, 2023 | 10,763 | 18,419 | - | 22,703 | 51,885 | ||||||||||
| As at August 31, 2023 | 9,752 | 16,577 | 212,959 | 19,607 | 258,895 |
| American Lithium Corp. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended August 31, 2023 and 2022 (Expressed in Canadian Dollars – unaudited) |
10. RIGHT-OF-USE ASSETS AND LEASE LIABILITIES
The Company has two leases: one for an office space in Vancouver, Canada and another for an office space in Nevada, USA.
Right-of-Use Assets
| Office Leases | |||
| $ | |||
| Cost: | |||
| Balance, February 28, 2022 | 304,438 | ||
| Foreign exchange adjustment | 8,277 | ||
| As at February 28, 2023 | 312,715 | ||
| ROU asset adjustment | (3,952 | ) | |
| As at August 31, 2023 | 308,763 | ||
| Accumulated Depreciation: | |||
| Balance, February 28, 2022 | 25,077 | ||
| Depreciation for the year | 76,519 | ||
| Foreign exchange adjustment | 2,291 | ||
| As at February 28, 2023 | 103,887 | ||
| Depreciation for the period | 37,591 | ||
| As at August 31, 2023 | 141,478 | ||
| Net book value: | |||
| As at February 28, 2023 | 208,828 | ||
| As at August 31, 2023 | 167,285 |
Depreciation of right-of-use assets is calculated using the straight-line method over the remaining lease term.
Total lease liabilities
| $ | |||
| As at February 28, 2022 | 284,859 | ||
| Lease payments | (84,318 | ) | |
| Finance charge | 28,751 | ||
| Foreign exchange adjustment | (3,003 | ) | |
| As at February 28, 2023 | 226,289 | ||
| Lease payments | (44,571 | ) | |
| Finance charge | 12,591 | ||
| Lease liability adjustment | (3,952 | ) | |
| Foreign exchange adjustment | (512 | ) | |
| 189,845 | |||
| Less: current portion of lease liability | (78,670 | ) | |
| As at August 31, 2023 | 111,175 |
| American Lithium Corp. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended August 31, 2023 and 2022 (Expressed in Canadian Dollars – unaudited) |
10. RIGHT-OF-USE ASSETS AND LEASE LIABILITIES (continued)
The lease liabilities were discounted at a discount rate of 12%.
The remaining minimum future lease payments, excluding estimated operating costs, for the term of the lease including assumed renewal periods are as follows:
| Year | $ | ||
| Fiscal 2024 | 49,172 | ||
| Fiscal 2025 | 87,059 | ||
| Fiscal 2026 | 51,443 | ||
| Fiscal 2027 | 34,961 |
11. EXPLORATION AND EVALUATION ASSETS
| Nevada | Falchani | Macusani | |||||||||||||
| TLC Project | Option | Project | Project | Total | |||||||||||
| $ | $ | $ | $ | $ | |||||||||||
| Balance, February 28, 2022 | 25,273,612 | - | 93,737,781 | 16,534,354 | 135,545,747 | ||||||||||
| Additions: | |||||||||||||||
| Acquisition costs | 5,056,899 | - | 5,152,130 | - | 10,209,029 | ||||||||||
| Royalty Buyback | 4,503,000 | - | - | - | 4,503,000 | ||||||||||
| Balance, February 28, 2023 | 34,833,511 | - | 98,889,911 | 16,534,354 | 150,257,776 | ||||||||||
| Additions: | |||||||||||||||
| Acquisition costs | - | 201,645 | - | - | 201,645 | ||||||||||
| Balance, August 31, 2023 | 34,833,511 | 201,645 | 98,889,911 | 16,534,354 | 150,459,421 |
TLC Lithium Project ("TLC Project") - Nevada, USA
In August 2018, the Company purchased a series of unpatented lode mining claims located in Nye County, Nevada, USA, from Nevada Alaska Mining Co., Inc. ("TLC Royalty Holder"). The TLC Project was subject to an overriding 2.5% gross royalty, however, as at February 28, 2023, the royalty had been bought back in full.
The Company made the following payments for the TLC Project in during the year ended February 28, 2023:
- June 2022 - the Company paid cash of $4,083,681 to acquire certain privately held agricultural lands along with certain water rights, in the Big Smoky Valley, close to the Company's TLC Project.
- January 2023 - the Company issued 950,000 common shares of the Company at a fair value of $4,503,000 to buy back the remaining one percent (1%) gross overriding royalty on the Company's wholly owned TLC Project.
- January 2023 - the Company issued 200,000 common shares of the Company at a fair value of $946,000 to acquire eight lode mining claims located in Nye County, Nevada, contiguous to the TLC Project through the acquisition of Maran Ventures Ltd.
| American Lithium Corp. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended August 31, 2023 and 2022 (Expressed in Canadian Dollars – unaudited) |
11. EXPLORATION AND EVALUATION ASSETS (continued)
Option – Nevada, USA
During August 2023, the Company entered into an option and right-of-first refusal to purchase a property with certain water rights for $201,645, expiring in 3 years.
Falchani Lithium Project ("Falchani Project"), Macusani Uranium Project ("Macusani Project") - Puno, Peru
Following the acquisition in May 2021 of Plateau and its Peruvian subsidiary, Macusani SAC, the Company holds title, or has court injunctions preserving title, on mineral concessions in the Province of Carabaya, Department of Puno in southeastern Peru.
In June 2022, the Company entered into a mining rights transfer agreement to acquire additional concessions in Southern Peru, close to the Company's Falchani Project. The Company paid $517,130 and issued 2,250,000 common shares of the Company with a fair value of $4,635,000 to the vendor.
32 of the 174 Falchani Project and Macusani Project concessions held collectively by the Company's subsidiaries, Macusani Yellowcake and Macusani Uranium, are currently subject to Administrative and Judicial processes (together, the "Processes") in Peru to overturn resolutions issued by the Geological, Mining, and Metallurgical Institute of Peru ("INGEMMET") and the Mining Council of the Ministry of Energy and Mines of Peru ("MINEM") in February 2019 and July 2019, respectively, which declared Macusani Yellowcake's title to the 32 of the 174 concessions invalid due to late receipt of the annual validity payment. Macusani Yellowcake successfully applied for injunctive relief on these 32 concessions in a Court in Lima, Peru, and the grant of the Precautionary Measures (Medida Cautelar) has restored and maintained the title, rights, and validity of those 32 concessions to Macusani Yellowcake.
On November 2, 2021, the Company was made aware that the judicial ruling in relation to those 32 concessions had been issued in favour of Macusani Yellowcake. The ruling restored full title to these concessions. On November 26, 2021, the Company confirmed that appeals of the judicial ruling were lodged by INGEMMET and MINEM, and subsequently by other parties. The appeals were considered by a higher court tribunal on September 7, 2023. If the appeals are allowed, the title to the 32 concessions held by the Company's Peruvian subsidiaries could be revoked. However, the Company would have further legal options available to it at that time, including a petition to the Supreme Court of Peru.
12. SHARE CAPITAL
Authorized
Unlimited number of common shares, without par value.
Stock options
The Company has established a stock option plan for directors, employees, and consultants. Under the Company's stock option plan, the exercise price of each option is determined by the Board, subject to the Discounted Market Price policies of the TSX Venture Exchange. The aggregate number of shares issuable pursuant to options granted under the plan is limited to 10% of the Company's issued shares at the time the options are granted. The aggregate number of options granted to any one optionee in a 12-month period is limited to 10% of the issued shares of the Company.
| American Lithium Corp. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended August 31, 2023 and 2022 (Expressed in Canadian Dollars – unaudited) |
12. SHARE CAPITAL (continued)
Stock options (continued)
A summary of changes of stock options outstanding is as follows:
| Options | Weighted average exercise price |
|||||
| $ | ||||||
| Balance, February 28, 2022 | 14,339,775 | 2.00 | ||||
| Granted | 1,800,000 | 4.10 | ||||
| Exercised | (3,442,589 | ) | 1.32 | |||
| Cancelled/Expired | (717,970 | ) | 2.67 | |||
| Balance, February 28, 2023 | 11,979,216 | 2.47 | ||||
| Granted | 75,000 | 2.73 | ||||
| Exercised | (540,600 | ) | 1.47 | |||
| Forfeited | (85,000 | ) | 4.85 | |||
| Expired | (159,850 | ) | 3.37 | |||
| Balance, August 31, 2023 | 11,268,766 | 2.49 |
As at August 31, 2023, the following options were outstanding and exercisable:
| Number of options |
Number of options | |||
| outstanding | exercisable | Exercise price | Remaining life | Expiry date |
| $ | (years) | |||
| 166,750 | 166,750 | 2.24 | 0.65 | 23-Apr-24 |
| 200,000 | 200,000 | 0.25 | 1.44 | 04-Feb-25 |
| 1,729,167 | 1,729,167 | 1.28 | 2.05 | 17-Sep-25 |
| 51,515 | 51,515 | 1.03 | 2.28 | 09-Dec-25 |
| 5,758,334 | 5,758,334 | 2.17 | 2.78 | 10-Jun-26 |
| 1,573,000 | 1,573,000 | 3.63 | 3.47 | 16-Feb-27 |
| 100,000 | 100,000 | 2.74 | 3.83 | 29-Jun-27 |
| 250,000 | 250,000 | 1.91 | 3.85 | 04-Jul-27 |
| 150,000 | 112,500 | 2.14 | 4.10 | 04-Oct-27 |
| 1,215,000 | 809,996 | 4.85 | 4.43 | 02-Feb-28 |
| 75,000 | 25,000 | 2.73 | 4.89 | 18-Jul-28 |
| 11,268,766 | 10,776,262 |
During the three and six months ended August 31, 2023, the Company recorded share-based compensation of $860,661 and $2,056,111, respectively (three and six months ended August 31, 2022 - $1,450,578 and $3,581,951, respectively) in relation to stock options.
| American Lithium Corp. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended August 31, 2023 and 2022 (Expressed in Canadian Dollars – unaudited) |
12. SHARE CAPITAL (continued)
Stock options (continued)
The weighted average fair value of stock options granted was $2.09 per stock option during the six months ended August 31, 2023 (six months ended August 31, 2022 – $1.47). Weighted average assumptions used in the Black-Scholes option pricing model for stock options granted during the six months ended August 31, 2023 and 2022 were as follows:
| Six months ended | ||||||
| August 31, 2023 | August 31, 2022 | |||||
| Exercise price | 2.73 | 2.40 | ||||
| Expected volatility | 101.12% | 110.37% | ||||
| Risk-free interest rate | 3.76% | 3.01% | ||||
| Forfeiture rate | 2.61% | 2.61% | ||||
| Expected life | 5 years | 5 years | ||||
| Dividend yield | Nil | Nil | ||||
Restricted share units
In February 2022, the Company adopted an incentive plan for its directors, officers, and employees, under which it is authorized to grant a maximum of 5% of the Company's issued shares reserved for issuance for restricted share units ("RSUs") under the incentive plan. Upon vesting, at the Company's discretion, the holder of an RSU award can receive one common share or the equivalent cash payment based on the market price of the common share on settlement date. The aggregate number of RSUs granted to any one recipient in a 12-month period is limited to 2% of the issued shares of the Company. As of August 31, 2023, all RSUs granted are equity settled and vest over a 2-year period.
The fair value of RSUs granted during the six months ended August 31, 2023 was $2.71 per RSU (August 31, 2022 - $1.87 per RSU).
During the three and six months ended August 31, 2023, the Company recorded share-based compensation of $2,772,307 and $5,624,851, respectively (three and six months ended August 31, 2022 - $1,352,410 and $2,671,791, respectively) in relation to the RSUs.
RSU transactions are summarized as follows:
| Number of RSUs | |||
| Balance, February 28, 2022 | 2,900,000 | ||
| Granted | 2,795,000 | ||
| Balance, February 28, 2023 | 5,695,000 | ||
| Granted | 75,000 | ||
| Forfeited | (40,000 | ) | |
| Balance, August 31, 2023 | 5,730,000 |
| American Lithium Corp. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended August 31, 2023 and 2022 (Expressed in Canadian Dollars – unaudited) |
12. SHARE CAPITAL (continued)
Restricted share units (continued)
A summary of changes of RSUs outstanding is as follows:
| Number of RSUs | Remaining life | Vesting Date | ||||
| (years) | ||||||
| 2,900,000 | 0.47 | February 16, 2024 | ||||
|
225,000 |
0.85 | July 4, 2024 | ||||
| 150,000 | 1.10 | October 4, 2024 | ||||
| 2,380,000 | 1.43 | February 2, 2025 | ||||
| 75,000 | 1.88 | July 18, 2025 | ||||
| 5,730,000 |
Performance share units
In February 2022, the Company adopted an incentive plan for its directors, officers, and employees, under which it is authorized to grant a maximum of 5% of the Company's issued shares reserved for issuance for Performance share units ("PSUs") under the incentive plan. Upon vesting, at the Company's discretion, the holder of a PSU award can receive one common share or the equivalent cash payment based on the market price of the common share on settlement date. The aggregate number of PSUs granted to any one recipient in a 12-month period is limited to 2% of the issued shares of the Company. As of August 31, 2023, all granted PSUs are equity settled.
In February 2023, the Company issued 2,000,000 PSUs to various directors, officers, employees, and consultants of the Company. These 2,000,000 PSUs will vest upon a change of control or disposition of a controlling interest in one of the Company's core assets. These PSUs were granted with a fair value of $9,440,000 which is being recorded over an estimated 5 year period.
During the three and six months ended August 31, 2023, the Company recorded share-based compensation of $472,000 and $1,101,333 (three and six months ended August 31, 2022 - $nil for both periods) in relation to the PSUs.
PSU transactions are summarized as follows:
| Number of RSUs | |||
| Balance, February 28, 2022 | - | ||
| Granted | 2,000,000 | ||
| Balance, February 28 and August 31, 2023 | 2,000,000 |
Warrants
During the six months ended August 31, 2023, the Company issued 10,150 warrants in relation to the exercise of Plateau's warrants and transferred $32,792 from Reserves to Share Capital representing the fair value of the warrants exercised.
During the year ended February 28, 2023, the Company issued 82,650 warrants in relation to the exercises of Plateau's warrants.
| American Lithium Corp. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended August 31, 2023 and 2022 (Expressed in Canadian Dollars – unaudited) |
12. SHARE CAPITAL (continued)
Warrants (continued)
Details of common share purchase warrants outstanding as at August 31, 2023 are as follows:
| Number of warrants | Exercise price | Remaining life | Expiry date | |||||||
| $ | (years) | |||||||||
| 5,791,893 | 4.00 | 0.18 | November 3, 2023 | |||||||
| 2,956,250 | 3.00 | 0.66 | April 29, 2024 | |||||||
| 16,507,608 | 3.00 | 0.70 | May 11, 2024 | |||||||
| 378,533* | 1.379 | 0.66 | April 27, 2024 | |||||||
| 253,905* | 1.379 | 0.70 | May 12, 2024 | |||||||
| 5,023* | 1.379 | 0.70 | May 13, 2024 | |||||||
| 25,893,212 |
*Upon the exercise of each of these warrants, the holder will receive one common share and one-half share purchase warrant, each full warrant exercisable until May 11, 2024 at $3.00.
A summary of changes of warrants outstanding is as follows:
| Weighted average | ||||||
| Warrants | exercise price | |||||
| $ | ||||||
| Balance, February 28, 2022 | 28,792,928 | 3.18 | ||||
| Issued | 82,650 | 3.00 | ||||
| Exercised | (2,966,282 | ) | 3.15 | |||
| Balance, February 28, 2023 | 25,909,296 | 3.18 | ||||
| Issued | 10,150 | 3.00 | ||||
| Exercised | (26,234 | ) | 1.75 | |||
| Balance, August 31, 2023 | 25,893,212 | 3.18 |
13. RELATED PARTY TRANSACTIONS
Key management personnel include those persons having authority and responsibility for planning, directing, and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist of executive and non-executive members of the Company's Board of Directors and corporate officers.
| Three months ended | Six months ended | |||||||||||
| August 31 | August 31 | |||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||
| $ | $ | $ | $ | |||||||||
| Exploration and evaluation expenditures | - | 98,124 | - | 214,472 | ||||||||
| Management fees | 516,750 | 440,000 | 1,033,500 | 828,954 | ||||||||
| Share-based compensation | 3,371,358 | 1,477,776 | 5,923,071 | 3,104,630 | ||||||||
| 3,888,108 | 2,015,900 | 6,956,571 | 4,148,056 | |||||||||
| American Lithium Corp. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended August 31, 2023 and 2022 (Expressed in Canadian Dollars – unaudited) |
13. RELATED PARTY TRANSACTIONS (continued)
As at August 31, 2023, the Company owed $36,453 (February 28, 2023 - $4,608) to companies controlled by officers and directors of the Company for unpaid management fees and exploration and evaluation expenses.
Transactions with Surge, which is deemed to be a related party, have been disclosed in note 7.
These transactions were in the normal course of operations.
14. CAPITAL MANAGEMENT
The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern in order to pursue the exploration of its mineral properties and to maintain a flexible capital structure for its projects for the benefit of its stakeholders, to maintain creditworthiness and to maximize returns for shareholders over the long-term. The Company does not have any externally imposed capital requirements to which it is subject. As the Company is in the exploration stage, its principal source of funds is from the issuance of common shares. The Company includes the components of shareholders' equity in its management of capital.
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 to raise cash and obtain bridging loans from related parties. The Company's investment policy is to invest its cash in low-risk investment instruments in financial institutions with terms to maturity selected with regards to the expected time of expenditures from continuing operations.
There were no changes in the Company's management of capital during the six months ended August 31, 2023.
15. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
The Company's financial instruments consist of cash and cash equivalents, GICs, short-term investments, amounts receivable, prepaid expenses and deposits, and accounts payable and accrued liabilities. As at August 31, 2023, the Company classifies its short-term investments as FVTPL and its remaining financial instruments at amortized cost. For financial instruments at amortized cost, their carrying values approximate their fair values because of their current nature.
The Company classifies financial instruments carried at fair value according to the following hierarchy based on the amount of observable inputs used to value the financial instrument:
Level 1 - Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions occur in sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2 - Fair value measurements are those derived from inputs other than quoted prices that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (derived from prices).
Level 3 - Valuations in this level are those with inputs for the asset or liability that are not based on observable market data. The Company's Surge Warrants (short-term investments) are classified under Level 3.
| American Lithium Corp. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended August 31, 2023 and 2022 (Expressed in Canadian Dollars – unaudited) |
15. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)
The Company's financial instruments are exposed to the following risks:
Credit Risk
Credit risk is the risk of financial loss to the Company if a counterparty to a financial instrument fails to meet its contractual obligations. Financial instruments which are potentially subject to credit risk for the Company consist primarily of cash and cash equivalents and GICs. The cash and cash equivalents and GICs are held at Canadian financial institutions and the Company considers the credit risk to be minimal.
The Company's maximum exposure to credit risk is as follows:
| August 31, | February 28, | |||||
| 2023 | 2023 | |||||
| $ | $ | |||||
| Cash and cash equivalents | 19,800,215 | 11,985,766 | ||||
| Guaranteed investment certificates | 2,066,723 | 28,636,414 | ||||
| 21,866,938 | 40,622,180 |
Liquidity Risk
Liquidity risk is the risk that the Company will not be able to meet its obligations with respect to financial liabilities as they come due. The Company's financial liabilities are comprised of accounts payable and accrued liabilities. The Company manages its liquidity risk by forecasting cash flows from operations and anticipating any investing and financing activities. Liquidity risk is assessed as low.
The following table summarizes the Company's outstanding financial liabilities.
| August 31, | February 28, | |||||
| 2023 | 2023 | |||||
| $ | $ | |||||
| Accounts payable and accrued liabilities | 2,424,868 | 1,663,785 |
Foreign Exchange Risk
The Company is exposed to foreign currency risk on fluctuations related to cash and cash equivalents, reclamation deposits, and accounts payable and accrued liabilities that are denominated in a foreign currency. As at August 31, 2023, the Company had foreign currency net assets of $8,820,880. A 10% fluctuation in the foreign exchange rate of foreign currencies against the Canadian dollar would result in a foreign exchange gain/loss of approximately $882,088.
Interest Rate Risk
Interest rate risk is the risk the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company has cash and cash equivalents balances and term deposits with interest based on the prime rate. The Company's current policy is to invest excess cash in investment-grade short-term deposit certificates issued by its banking institution. The Company periodically monitors the investments it makes and is satisfied with the credit ratings of its banks.
| American Lithium Corp. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended August 31, 2023 and 2022 (Expressed in Canadian Dollars – unaudited) |
15. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)
Price Risk
Price risk is the risk that assets or liabilities carried at fair value or future cash flows of a financial instrument will fluctuate because of changes in market conditions.
The Company's maximum exposure to price risk on its short-term investments is as follows:
| August 31, | February 28, | |||||
| 2023 | 2023 | |||||
| $ | $ | |||||
| Level 3 | 6,298,000 | - |
During the six months ended August 31, 2023, there were no transfers between level 1, level 2 and level 3 classified assets and liabilities.
16. SEGMENTED INFORMATION
The Company has one reportable segment, being the acquisition and exploration of exploration and evaluation assets. Geographic information on the Company's non-current assets is as follows:
| August 31, 2023 | Canada | USA | Peru | Total | ||||||||
| $ | $ | $ | $ | |||||||||
| Exploration and evaluation assets | - | 35,035,156 | 115,424,265 | 150,459,421 | ||||||||
| Other non-current assets | 3,153,387 | 851,807 | 33,828 | 4,039,022 | ||||||||
| Total non-current assets | 3,153,387 | 35,886,963 | 115,458,093 | 154,498,443 | ||||||||
| February 28, 2023 | Canada | USA | Peru | Total | ||||||||
| $ | $ | $ | $ | |||||||||
| Exploration and evaluation assets | - | 34,833,511 | 115,424,265 | 150,257,776 | ||||||||
| Other assets | 785,248 | 70,178 | 34,023 | 889,449 | ||||||||
| Total non-current assets | 785,248 | 34,903,689 | 115,458,288 | 151,147,225 |
17. SUPPLEMENTAL DISCLOSURES WITH RESPECT TO CASH FLOWS
| For the three months | For the six months ended | |||||||||||
| August 31 | August 31 | |||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||
| $ | $ | $ | $ | |||||||||
| Supplemental non-cash disclosure: | ||||||||||||
| Shares issued for exploration and evaluation assets acquisition | - | 4,635,000 | - | 4,635,000 | ||||||||
| Reclassification of stock options exercised | - | 225,332 | 561,349 | 1,369,661 | ||||||||
| Reclassification of warrants exercised | 32,793 | 230,782 | 33,556 | 230,782 | ||||||||
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Management's Discussion and Analysis |
American Lithium Corp.
Management Discussion and Analysis
For the three and six months ended August 31, 2023
Dated: October 13, 2023
 |
Management's Discussion and Analysis |
Introduction
American Lithium Corp. (the "Company" or "American Lithium") was incorporated in British Columbia under the Business Corporations Act (British Columbia) and is engaged in the acquisition, exploration, and development of resource properties. The Company's common shares are listed for trading on Tier 2 of the TSX Venture Exchange (the "Exchange") under the symbol "LI", the Frankfurt Stock Exchange under the symbol "5LA", and the NASDAQ Capital Market under the symbol "AMLI".
This management's discussion and analysis ("MD&A") reports on the operating results and financial condition of the Company for the three and six months, ended August 31, 2023, and is prepared as of October 13, 2023. The MD&A should be read in conjunction with the Company's condensed interim consolidated financial statements for the three and six months, ended August 31, 2023, and 2022, and the notes thereto which were prepared in accordance with International Financial Reporting Standards ("IFRS"); and with our IFRS financial statements for the fiscal year ended February 28, 2023.
All dollar amounts referred to in this MD&A are expressed in Canadian dollars except where indicated otherwise.
Cautionary Note Regarding Forward-Looking Information
This document may contain "forward-looking information" and "forward-looking statements" within the meaning of applicable securities legislation ("forward-looking statements"). All statements, other than statements of historical fact, are forward-looking statements. Forward-looking statements relate to future events or future performance and reflect management's expectations or beliefs regarding future events and include, but are not limited to, statements regarding the business, operations, outlook and financial performance and condition of the Company; plans, objectives and advancement of the TLC Project, the Falchani Project and the Macusani Project (each as defined below, and collectively, the "Projects"); exploration drilling plans, in-fill and expansion drilling plans and other work plans, exploration programs and development plans to be conducted; results of exploration, development and operations; expansion of resources and testing of new deposits; environmental and social community and other permitting; timing, type and amount of capital and operating and exploration expenditures, as well as future production costs; estimation of mineral resources and mineral reserves; realization of mineral reserves; preliminary economic assessments, including the assumptions and parameters upon which they are based, and the timing and amount of future estimated production; development and advancement of the Projects; success of mining operations; treatment under regulatory regimes; ability to realize value from the Company's assets; adequacy of the Company's financial resources; environmental matters, including reclamation expenses; insurance coverage; title disputes or claims, including the status of the "Precautionary Measures" filed by the Company's subsidiary Macusani Yellowcake S.A.C. ("Macusani"), the outcome of the administrative process, the judicial process, and any and all future remedies pursued by the Company and its subsidiary Macusani to resolve the title for 32 of its concessions; the anticipated New Uranium Regulations affecting Peru; and limitations on insurance coverage any other statements regarding the business plans, expectations and objectives of the Company; and any other information contained herein that is not a statement of historical fact. In certain cases, forward-looking statements can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved" or the negative of these terms or comparable terminology. In this document, certain forward-looking statements are identified by words including "may", "future", "expected", "intends" and "estimates".
Forward-looking statements are based on management's reasonable estimates, expectations, analyses, and opinions at the date the information is provided and is based on a number of assumptions and subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. Assumptions upon which such forward-looking statements are based include, without limitation: that no significant event will occur outside the ordinary course of business of the Company; the Company's ability to achieve its stated goals and objectives, including the anticipated benefits of the acquisition of Plateau and its subsidiaries; legislative and regulatory environment; impact of increasing competition; current technological trends; price of lithium, uranium and other metals; costs of development and advancement; anticipated results of exploration and development activities; the ability to operate in a safe and effective manner; and the ability to obtain financing on reasonable terms. Readers are cautioned that the foregoing list is not exhaustive. Further, experience gained during the "COVID-19" pandemic demonstrated the impact that any potential pandemic might have on all aspects of business, and a future pandemic occurrence cannot be ruled out. Although the Company believes that the current opinions and expectations reflected in such forward-looking statements are reasonable based on information available at the time, undue reliance should not be placed on forward-looking statements since the Company can provide no assurance that such opinions and expectations will prove to be correct.
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Management's Discussion and Analysis |
All forward-looking statements are inherently uncertain and subject to a variety of assumptions, risks and uncertainties, including risks, uncertainties and assumptions related to: the Company's ability to achieve its stated goals, including the anticipated benefits of the acquisition of Plateau and its subsidiaries, the estimated costs associated with the advancement of the Projects; legislative changes that impact operations of the Company; risks and uncertainties relating to the spread of contagious diseases on a pandemic scale, which could have a material adverse impact on many aspects of the Company's business activities including but not limited to: the ability to access mineral properties for indeterminate amounts of time, the health of the employees or consultants resulting in delays or diminished capacity; social or political instability in Peru which in turn could impact the Company's ability to maintain the continuity of its business operating requirements, may result in the reduced availability or failures of various local administration and critical infrastructure, reduced demand for the Company's potential products, availability of materials, global travel restrictions, and the availability of insurance and the associated costs; the anticipated New Uranium Regulations affecting Peru; risks related to the certainty of title to the properties of the Company, including the status of the "Precautionary Measures" filed by the Company's subsidiary Macusani, the outcome of the administrative process, the judicial process, and any and all future remedies pursued by the Company and Macusani to resolve the title for 32 of its concessions; the ongoing ability to work cooperatively with stakeholders, including, but not limited to, local communities and all levels of government; the potential for delays in exploration or development activities and other effects due to global pandemics,; the interpretation of drill results, the geology, grade and continuity of mineral deposits; variations in ore reserves, grade and recover rates; changes in project parameters as plans continue to be refined; the possibility that any future exploration, development or mining results will not be consistent with expectations; risks that permits or approvals will not be obtained as planned or delays in obtaining permits or approvals; mining and development risks, including risks related to accidents, equipment breakdowns, labour disputes (including work stoppages, strikes and loss of personnel) or other unanticipated difficulties with or interruptions in exploration and development; other risks of the mining industry; risks related to commodity price and foreign exchange rate fluctuations; risks related to foreign operations; the cyclical nature of the industry in which the Company operate; risks related to failure to obtain adequate financing on a timely basis and on acceptable terms or delays in obtaining governmental approvals; risks related to environmental regulation and liability; political and regulatory risks associated with mining and exploration; risks related to the uncertain global economic environment and the effects upon the global market generally, any of which could continue to negatively affect global financial markets, including the trading price of the Company's shares and could negatively affect the Company's ability to raise capital and may also result in additional and unknown risks or liabilities to the Company. Other risks and uncertainties related to prospects, properties and business strategy of the Company are identified in the "Risk Factors" section of this MD&A, as well as those factors detailed from time to time in the Company's condensed interim and annual consolidated financial statements and other recent securities filings available at www.sedarplus.ca.
Readers are cautioned that PEA results are preliminary in nature and include inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves. There is no certainty the results of the PEAs will be realized. Mineral resources are not mineral reserves and do not have demonstrated economic viability. Additional work is required to upgrade the mineral resources to mineral reserves. In addition, the mineral resource estimates could be materially affected by environmental, geotechnical, permitting, legal, title, taxation, socio-political, marketing, or other relevant factors.
Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated, or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company does not undertake to update any forward-looking statements that are contained herein, except in accordance with applicable securities laws.
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Management's Discussion and Analysis |
Description of Business
American Lithium is an exploration and development stage company engaged in the acquisition, exploration, and development of resource properties in North and South America. The Company has been actively involved in lithium exploration since April 2016 when the initial focus was on lithium projects in Nevada through which process the Company explored, discovered, and is now developing the TLC Lithium Project ("TLC Project" or "TLC") in Nevada. Drilling in 2019 and 2020 lead to the publication of a maiden mineral resource in April 2020 with a subsequent resource update and publication of a maiden Preliminary Economic Assessment ("PEA") in 2023. Through the acquisition of Plateau Energy Metals Inc. ("Plateau") in May 2021, the Company added additional significant lithium properties and uranium properties in Peru.
As such, the Company is pursuing development of two lithium projects, the TLC Project and the Falchani Lithium Project in Peru ("Falchani Project" or "Falchani"), and has initiated work on Prefeasibility Studies ("PFS") on both projects. In addition, the Company has the Macusani Uranium Project ("Macusani Project" or "Macusani") in Peru and is engaged in work to update the existing PEA (which was published in February of 2016) and then move to PFS. The Company recognizes that each of these projects has the potential for continued development and future commercialization.
Cautionary Note Regarding Peru Project Concessions
32 of the 174 Falchani Project and Macusani Project concessions now held by American Lithium's subsidiary Macusani, are currently subject to Administrative and Judicial processes (together, the "Processes") in Peru to overturn resolutions issued by the Geological, Mining, and Metallurgical Institute of Peru ("INGEMMET") and the Mining Council of the Ministry of Energy and Mines of Peru ("MINEM") in February 2019 and July 2019, respectively, which declared Macusani's title to the 32 concessions invalid due to late receipt of the annual validity payment. Macusani successfully applied for injunctive relief on these 32 concessions in a Court in Lima, Peru, and the grant of the Precautionary Measures (Medida Cautelar) has restored and maintained the title, rights, and validity of those 32 concessions to Macusani. On November 2, 2021, the Company was made aware that the judicial ruling in relation to those 32 concessions had been issued in favour of the Company. The ruling restored full title to these concessions. On November 26, 2021, the Company confirmed that appeals of the judicial ruling were lodged by INGEMMET and MINEM, and subsequently by other parties. The appeals were considered by a higher court tribunal on September 7, 2023. If the appeals are allowed, Macusani's title to the 32 concessions could be revoked. However, the Company would then have further legal options available to it at that time, including a further judicial appeal.
Recent Developments
- On September 26, 2023, the Company announced a new lithium discovery at the Quelcaya exploration target, located 6 km west of the Falchani Lithium deposit in Peru. The initial exploration discovery drill hole intersected large-scale lithium mineralization with 222.5 metres averaging 1,560 ppm Li from 119.1 m downhole with a maximum 1 m interval sample of 2,668 ppm Li at 335 m.
- On September 7, 2023, the Company announced results of ongoing process work on the TLC Project, which show an increase in lithium carbonate purity, higher extraction rates at lower leach temperatures, significant potential for lower acid consumption and potential for lower lithium losses during impurity removal. Further optimization work and process improvements are expected to enhance project returns.
- On August 31, 2023, the Company published its maiden Environmental, Social and Governance Report ("ESG Report"), prepared using the Onyen Corporation's software and online platform.
- On August 24, 2023, the Company announced the results of a further four diamond drill holes from the Falchani EIA drill program including lithium mineralization up to 5,025ppm and cesium grades to 8,290ppm. This drilling extended the lithium mineralization by 400 metres to the west of the previous resource boundary.
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Management's Discussion and Analysis |
- On July 12. 2023, the Company announced positive results from three diamond drill holes from the Falchani EIA drill program, including the highest-grade lithium (5,645ppm Li) and cesium (1.2% Cs) contents from 1 m interval samples drilled on the project, to date.
- On June 9, 2023, the Company completed a $5,360,000 strategic investment in Surge Battery Metals Inc. ("Surge") and received common shares and common share purchase warrants of Surge.
- On May 8, 2023, the Company announced receipt of the first of three drill permits to commence additional development and discovery drilling at and around Falchani. Exploration drilling has commenced at the Quelcaya target, approximately 6 - 11 km west of Falchani.
- On March 6, 2023, the Company announced the appointment of DRA Global ("DRA") as lead engineer to fast-track completion of a Pre-Feasibility Study ("PFS") on the Company's Falchani Project.
Environmental, Sustainability, Safety and Governance
The Company places a large emphasis on Environmental, Sustainability, Safety and Governance ("ESG") matters, enhancing its protocols through the engagement of Onyen Corporation to assist with implementation of ESG best practices and systems to measure and monitor performance in these areas. The Company published its maiden ESG Report for the 2022 year, which included the following highlights:
• Environmental Stewardship: Zero instances of non-compliance with environmental regulations.
• Ethics & Integrity: All Board of Directors have received anti-corruption training.
• Human Rights and Diversity Policy: Commitments reference the Universal Declaration of Human Rights, the United Nations Guiding Principles, and international humanitarian law.
• Social Risk Management: Mechanisms in place through which early alerts are launched on risks identified for the continuity of operations, and to address concerns, requests, and claims.
The full report may be accessed via the following link, or from the Company's website: http://www.americanlithiumcorp.com/esg/
One Health and Safety incident, which involved a Company owned vehicle, occurred in late April 2023. The tragic single vehicle accident near the Company's project site in Southern Peru resulted in the death of a passenger from the local community and injury to two Company employees. Peruvian authorities were informed and confirmed the incident as a motor vehicle accident. Peru-based management and staff have worked closely with all parties involved including the family, local community leaders and relevant authorities, and, in consultation with the victim's family, an educational endowment for youth in the local communities is being established in remembrance and honour of the person who died in the accident.
The Company continues to focus on environmental best practices and to prioritize community relations. The Company conducted the annual community Christmas food and gift package distribution and facilitated the semi-annual Mobile Medical and Dental Clinics in the local Andean communities near our Peruvian Projects in late 2022 and throughout 2023. The Company also assists the community with continuous support for local education (teachers' salaries and supplies) and health care (doctor and health care support workers support). In Nevada, the Company maintains cultural liaison with representatives of three tribal groups who are based around Tonopah. A cultural monitoring agreement is in place for pre-disturbance cultural surveys with one tribe, and the Company has engaged in early project consultation with two other nearby tribes. The Company once again sponsored the Nevada State Mining Championships held in Tonopah, NV in May 2023, and raised awareness of the Company and the TLC project through sponsorship and staffing a booth at the AEMA conference in Reno in early December 2022. The Company continues an environmental reclamation and remediation study with researchers at the University of Nevada, Reno, on seed coatings to promote faster and more efficient floral remediation of disturbed lands in Nevada.
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Management's Discussion and Analysis |
Qualified Person and Technical Reports
The scientific and technical information contained in this MD&A relating to the TLC, Falchani and Macusani Projects has been reviewed and approved by Ted O'Connor, Executive Vice President of American Lithium, who is a Qualified Persons as defined in National Instrument 43-101.
Certain scientific and technical information with respect to the TLC Project contained in this MD&A has been taken from the technical report entitled "Tonopah Lithium Claims Project NI 43-101 Technical Report - Preliminary Economic Assessment" with an effective date of January 31, 2023 and prepared by John Joseph Riordan, Valentine Eugene Coetzee, of DRA Pacific and Derek J. Loveday, Satjeet Pandher, Joan C. Kester and Sean Ennis of Stantec Consulting Inc., a copy of which is available on American Lithium's SEDAR+ profile at www.sedarplus.ca. Certain scientific and technical information with respect to: (a) the Falchani Project contained in this MD&A has been taken from the technical report entitled "Falchani Lithium Project NI 43-101 Technical Report - Preliminary Economic Assessment" with an effective date of February 4, 2020 and prepared by John Joseph Riordan, David Alan Thompson, Valentine Eugene Coetzee and Stewart Nupen of DRA Pacific; and (b) the Macusani Project contained in this MD&A has been taken from the technical report entitled "Macusani Project, Macusani, Peru, NI 43-101 Report - Preliminary Economic Assessment" with an effective date of January 12, 2016 and prepared by Michael Short and Thomas Apelt of GBM Minerals Engineering Consultants Limited, David Young of The Mineral Corporation and Mark Mounde of Wardell Armstrong International Limited, copies of both of which are available on Plateau's SEDAR+ profile at www.sedarplus.ca. The preliminary economic assessments included herein are preliminary in nature and include inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the preliminary economic assessments will be realized. Additional work is required to upgrade the mineral resources to mineral reserves. In addition, the mineral resource estimates could be materially affected by environmental, geotechnical, permitting, legal, title, taxation, socio-political, marketing or other relevant factors.
Project Highlights
The Company is currently advancing three projects: the TLC Project, the Falchani Project, and the Macusani Project.
Current targets are to continue with, and advance, prefeasibility studies at the Falchani Project and the TLC Project during 2023 with completion of the PFS for Falchani targeted for Q1 2024 and mid 2024 for TLC. Work to update the Macusani Project PEA has commenced, and drilling is planned for late 2023 / early 2024 to update the existing resource, with a prefeasibility study to be completed in 2024.
To achieve these targets:
Environmental Impact Assessment drilling has been completed and an updated Mineral Resource Estimate ("MRE") is expected shortly on Falchani. An updated PEA is also being completed to reflect the updated MRE, add potential cesium and potassium by-products, and update project economics including the latest lithium pricing. Both reports are key steps in the finalization of the PFS on Falchani, expected Q1, 2024.
Bulk sample and exploration / expansion drilling has been completed at the TLC Project to provide additional metallurgical samples and evaluate / add additional higher grade target areas at the TLC Project, with an updated MRE also initiated. 10-15 tonnes of high-grade lithium claystone mineralization have been prepared from the bulk sample drilling and will be used as material for the detailed metallurgical testing required to further refine and enhance the TLC Flowsheet for the prefeasibility study ("PFS") and ahead of launching pilot operations.
With its flowsheet at an advanced stage, it is anticipated that piloting will commence in respect of the Macusani Project in late 2023 / early 2024. In addition, with numerous in-fill and expansion targets identified, further drilling is planned at Macusani to upgrade resource categories and expand the existing resource. This will lead to an updated MRE and also enable an updated PEA on the Macusani Project which will also incorporate results of the latest pre concentration and metallurgical improvements. Both will feed into PFS for Macusani expected by late 2024.
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Management's Discussion and Analysis |
Community agreements are in place in Peru for the upcoming work programs. Related cultural and environmental work is completed, and, where required, final drill permits are expected shortly. In Nevada, environmental and cultural studies were conducted to support the TLC Project's Plan of Operations which received Bureau of Land Management approval in January 2022. Further environmental and cultural work is now being commenced to support the full mine permitting process which will be formally launched at TLC following finalization of the PFS.
At Falchani, environmental work required for feasibility and ultimately mine permitting on the Falchani Project commenced in the fall of 2022 with the initiation of an Environmental Impact Assessment ("EIA") which includes detailed hydrological / hydrogeological studies focusing on the upper 150m to 180m below surface to investigate water table parameters. This program also enabled the recovery of core for resource expansion and reclassification and will be part of the updated MRE currently being finalized by Stantec Consulting Inc. ("Stantec"). The EIA drilling confirmed no water table issues at Falchani and 4 piezometers were installed to monitor seasonal water flows. It is anticipated that the full EIA will be complete mid 2024.
In addition to the in-fill, expansion, and resource reclassification drilling undertaken at the Falchani Project, the Company also launched initial exploration / discovery drilling at two new lithium target areas at Quelcaya, approximately 6 -11 km west of the Falchani Project. The initial exploration discovery at Quelcaya was announced September 26, 2023, with thick, large-scale lithium mineralization averaging 1,560 ppm Li over 222.5 m and up to 2,668 ppm. Additional drilling continues.
Drilling will be expanded beyond the recently completed EIA drilling at the Falchani Project immediately following grant of the environmental exploration permit, expected imminently. Drilling is also planned at the Macusani Project once the necessary exploration permits have been finalized. Plans are to advance the Macusani Project with this drill program and through updating the PEA, and to include pre-concentration and tank leaching as processing improvements by Q3 2024.
TLC Lithium Project ("TLC Project") - Nevada, USA
Since 2016, the Company has acquired, through a series of transactions, the control of unpatented lode mining claims in Nevada's Nye and Esmeralda counties and now controls a total of approximately 12,511 acres of contiguous land highly prospective for lithium and which comprise the TLC Project. The TLC Project has been under exploration and development by the Company since 2019. Lithium claystone mineralization is found consistently in near surface drilling and sampling across a >20 km2 area and is open to expansion primarily to the south and west sides of the project.
In addition, the Company has acquired agricultural lands with accompanying water rights to secure water for the project for the long term. The outright ownership of the subject properties will provide close to 2,500 acre-feet of combined water rights which should provide sufficient water for at least the initial phases of any future production at the TLC Project and a strong base for any future expansion phases. The water can be transported by buried pipeline to the project utilizing existing public access routes and may also be transferred throughout the basin, including to the TLC site, via intra-basin transfer.
The water rights come by way of the acquisition of:
- a 326-acre farm whose accompanying 1,110 acre-feet of water rights are part of the same hydrographic basin as the TLC Project, Basin 137-a, or 'Big Smoky Valley - Tonopah Flat'. The purchase of this farm is a critical step in securing the required makeup water for the lithium recovery process planned to be implemented for lithium recovery from TLC's unique lithium bearing claystones. Such recovery process is expected to minimize water usage, but some makeup water will be required. Total consideration of US$1,300,000 was paid in cash in three tranches for this property;
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Management's Discussion and Analysis |
- certain privately held agricultural lands along with 1,468 acre-feet of water rights, in the Big Smoky Valley, close to the TLC Project. Pursuant to the terms of the agreement, the Company paid the vendors a total of $4,083,681 (US$3,155,822) on closing in June 2022; and
- the Company also has an option over approximately a further 600 acre-feet of water.
Transactions relating to mining claims since January of 2021 are disclosed below:
- In April 2021, the Company closed a share purchase agreement with the shareholder of 1301420 B.C. Ltd. ("1301420 BC") whereby the Company purchased 100% of the outstanding shares of 1301420 BC, whose only asset was an interest in a series of mining claims located in Nye and Esmeralda County, Nevada, contiguous and to the west of the Company's TLC Project. The claims are not subject to any royalties or encumbrances. Pursuant to the agreement, the Company issued 4,000,000 common shares of the Company at a fair value of $7,200,000, which has been accounted for as an asset acquisition.
- In September 2021, the Company announced that with the completion of the acquisition of Big Smoky, the Company had acquired the Crescent Dunes Project ("Crescent Dunes") comprising 3,886 acres of land highly prospective for lithium, north and contiguous to TLC, and with this acquisition, as well as additional contiguous staking to the east and south of TLC, the project has grown to a total of approximately 12,511 acres.
Pursuant to a share purchase agreement with Big Smoky and each of the shareholders of Big Smoky (the "Vendors") dated September 7, 2021, the Company acquired all of the outstanding share capital of Big Smoky. The acquisition consolidates more of the known shallow occurrences of TLC lithium claystone mineralization. The claims acquired through the acquisition are not subject to any royalties or encumbrances. Pursuant to the agreement, the Company issued 2,500,000 common shares of the Company to the Vendors at a fair value of $6,300,000, which has been accounted for as an asset acquisition.
- In January 2023, the Company entered into a royalty buyback agreement under which the Company agreed to buy back the remaining one percent (1.0%) gross overriding royalty pertaining to the TLC Project for consideration of 950,000 common shares to the TLC Royalty Holder at a fair value of $4,503,000. This transaction leaves the TLC project unencumbered by any royalty.
- Also in January 2023, the Company agreed to acquire 8 additional lode mining claims in Nye County, Nevada, contiguous to the northwest of the TLC land package from an arms-length vendor. These claims will provide further improved access to the project from the northwest and control of the region immediately surrounding the project. In consideration for the acquisition, the Company issued a total of 200,000 common shares to the vendors at a fair value of $946,000.
On February 1, 2023, the Company announced the results of its maiden Preliminary Economic Assessment ("PEA") for the TLC Project, completed jointly by DRA Global and Stantec Consulting Ltd. ("Stantec"), and demonstrating that the TLC project has the potential to become a substantial, long-life producer of low-cost lithium carbonate ("LCE" or "Li2CO3") with the potential to produce either battery grade LCE or lithium hydroxide ("LiOH"). Highlights for the Base Case (lithium only with no by products), include after-tax NPV8% of US$3.26 billion and after-tax IRR of 27.5%
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Management's Discussion and Analysis |
TLC Claim map with Drill Collar Locations and Resource Outline
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Management's Discussion and Analysis |
Resource Estimate
The current mineral resource estimate was prepared by Stantec Consulting Ltd., effective October 6, 2022, utilizing a total of 82 drill holes comprising 39,062' (11,906 m) of combined RC, Sonic and diamond drilling from 2019 to 2022 drill campaigns. A pit-constrained mineral resource estimate (at 500 ppm cut-off) of 860 million tonnes at 924 ppm Li Measured, 1192 million tonnes at 727 ppm Li Indicated, plus 486 million tonnes at 713 ppm Li Inferred resources containing 4.20 million tonnes LCE Measured, 4.63 million tonnes LCE Indicated and 1.86 million tonnes LCE Inferred. See table below for a summary of the updated TLC pit-constrained resource estimate at various cut-offs. The Company has over 42 diamond and RC drill holes yet to be included in the current resource estimate, and has initiated an update to the resource with Stantec now that all assays have been received.
TLC Project Updated Lithium Mineral Resource Estimates (December 1, 2022)
|
Cutoff |
Volume |
Tonnes |
Li |
Million Tonnes (Mt) |
||
|
Li (ppm) |
(Mm^3) |
(Mt) |
(ppm) |
Li |
Li2CO3 |
LiOH*H2O |
|
Measured |
||||||
|
500 |
506 |
860 |
924 |
0.79 |
4.20 |
4.78 |
|
1000 |
203 |
345 |
1255 |
0.43 |
2.29 |
2.60 |
|
1200 |
104 |
177 |
1401 |
0.25 |
1.33 |
1.51 |
|
Indicated |
||||||
|
500 |
701 |
1192 |
727 |
0.87 |
4.63 |
5.26 |
|
1000 |
80 |
136 |
1148 |
0.16 |
0.85 |
0.97 |
|
1200 |
22 |
37 |
1328 |
0.05 |
0.27 |
0.30 |
|
Measured +Indicated |
||||||
|
500 |
1207 |
2052 |
809 |
1.66 |
8.83 |
10.04 |
|
1000 |
283 |
481 |
1227 |
0.59 |
3.14 |
3.57 |
|
1200 |
126 |
214 |
1402 |
0.30 |
1.60 |
1.81 |
|
Inferred |
||||||
|
500 |
286 |
486 |
713 |
0.35 |
1.86 |
2.12 |
|
1000 |
31 |
53 |
1151 |
0.06 |
0.32 |
0.36 |
|
1200 |
8 |
14 |
1315 |
0.02 |
0.11 |
0.12 |
- CIM definitions are followed for classification of Mineral Resource.
- Mineral Resource surface pit extent has been estimated using a lithium carbonate price of US20,000 US$/tonne and mining cost of US$3.00 per tonne, a lithium recovery of 90%, fixed density of 1.70 g/cm3 (1.43 tons/yd3)
- Conversions: 1 metric tonne = 1.102 short tons, metric m3 = 1.308 yd3, Li2CO3:Li ratio = 5.32, LiOH.H2O:Li ratio =6.05
- Totals may not represent the sum of the parts due to rounding.
- The Mineral Resource estimate has been prepared by Joan Kester, PG and Derek Loveday, P. Geo. Of Stantec Consulting Services Inc. in conformity with CIM "Estimation of Mineral Resource and Mineral Reserves Best Practices" guidelines and are reported in accordance with the Canadian Securities Administrators NI 43-101. Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no certainty that any mineral resource will be converted into mineral reserve.
TLC Project Preliminary Economic Assessment
February 1, 2023, the Company announced the results of the maiden PEA for the TLC Project completed by DRA Global and Stantec Consulting Services. The report entitled "Tonopah Lithium Claims Project NI 43-101 Technical Report - Preliminary Economic Assessment" with an effective date of January 31, 2023 and prepared by John Joseph Riordan, Valentine Eugene Coetzee, Derek J. Loveday, Satjeet Pandher, Joan C. Kester and Sean Ennis of DRA Pacific, was filed on American Lithium's SEDAR+ profile at www.sedarplus.ca. The PEA demonstrates that the TLC project has the potential to become a substantial, long-life producer of low-cost lithium carbonate ("LCE" or "Li2CO3") with the potential to produce either battery grade LCE or lithium hydroxide ("LiOH"). The PEA base case envisions an initial 4.4 Million tonnes per annum ("Mtpa") processing throughput expanding to 8.8Mtpa. The PEA alternative case is identical, but with added production of high purity magnesium sulfate as a by-product over life of operations. Unless otherwise stated, all dollar figures are in US currency.
|
Management's Discussion and Analysis |
TLC Project PEA Highlights (Base Case - Ramp-up Production Li only production):
- Pre-tax Net Present Value ("NPV")8% $3.64 billion at $20,000/tonne ("t") LCE
- After-tax NPV8% $3.26 billion at $20,000/t LCE
- Pre-tax Internal Rate of Return ("IRR") of 28.8%
- After-tax IRR of 27.5%
- PEA mine and processing plan produces 1.46 Mt LCE LOM over 40 years
- Pre-tax initial capital payback period 3.6 years; after-tax payback 3.7 years**
- Average LOM annual pre-tax cash flow: $435 million; annual after tax cash flow: $396 million
- Initial Capital Costs ("Capex") estimated at $819 million
- Total Capex estimated at $1,456 million; Sustaining Capital estimated at $767 million
- Operating cost ("Opex") estimated at $7,443/t LCE inclusive of power credits
** Payback is based on Phase 1 capital alone, with undiscounted cashflows
TLC Project PEA Highlights (Alternate Case - Ramp-Up Production Li + Magnesium Sulfate production):
- Identical LCE production scenario, but with added LOM average production of 1,681,856 tpa of magnesium sulfate ("MgSO4" - monohydrate and heptahydrate) by-products
- Pre-tax NPV 8% $6.06 billion at $20,000/t LCE & $150/t MgSO4
- After-tax NPV8% $5.16 billion at $20,000/t LCE & $150/t MgSO4;
- Pre-tax IRR of 38.6%
- After-tax IRR of 36.0%
- Pre-tax initial capital payback period 2.6 years; after-tax payback 2.8 years
- Average LOM pre-tax annual cash flow: $684 million; annual after tax cash flow: $ 591 million
- Initial Capex estimated at $827 million
- Total Capex estimated at $1,464 million; Sustaining Capital estimated at $738 million
- Opex estimated at $7,443/t LCE inclusive of power credits
- Opex estimated at $817/t LCE, inclusive of power & MgSO4 credits
- PEA mine plan produces 1.46 Mt LCE and 64.9 Mt MgSO4 LOM over 40 years
Readers are cautioned that the PEA is preliminary in nature and includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves. There is no certainty the results of the PEA will be realized. Mineral resources are not mineral reserves and do not have demonstrated economic viability. Additional work is required to upgrade the mineral resources to mineral reserves. In addition, the mineral resource estimates could be materially affected by environmental, geotechnical, permitting, legal, title, taxation, socio-political, marketing, or other relevant factors.
Mine Life & Production
- Simple truck and shovel open pit mining of the shallow resource underpins the scalable, long-life, lithium project producing approximately 24,000 tpa LCE over Years 1-6 expanding to 48,000 tpa LCE production for Years 7-19 years when mining ceases. Rehandling of the >1,000 parts per million ("ppm") stockpile allows production to continue for Years 20-40.
- Average LOM Production of approximately 38,000 tpa LCE for 40 years.
|
Management's Discussion and Analysis |
- Targeted 1,400 ppm Li average feed grade pit-constrained resource supports mining for 19 years and processing >1,000 ppm Li stockpile for an additional 21 years.
- 1,400 ppm feed material beneficiation increases the head grade to leaching to 2,000 ppm Li.
- LOM Strip Ratio (Waste:Ore) of 0.93:1 with a maximum final pit depth of ~325-350', well above the water table depth.
- Where possible progressive reclamation of mining areas is planned along with in-pit back-filling of waste rock and filtered tailings.
- Sulfuric acid leaching using industry standard techniques and flowsheet produces high purity lithium carbonate to enable the production of battery grade LCE or LiOH.
- PEA study estimates that for an additional $100M (Installed) Capex, and $406/t LCE Opex, a final conversion and refining processing step will enable the production of battery grade LiOH; or
- End users have the flexibility of acquiring high purity LCE from TLC and converting it themselves to whichever product is required.
-
Magnesium sulphate (monohydrate) is an increasingly important fertilizer add-on product with a large and growing global market. High-purity hydrated products (heptahydrate & epsom salts) are used in the food, personal care and water quality industries.
TLC Project PEA Key Highlights
|
Description |
Units |
Base Case |
Alternate Case |
|
LCE Selling Price |
$/tonne |
$20,000 |
$20,000 |
|
Life of Mine |
years |
40 |
40 |
|
Processing Rate P1 / P21 |
ROM Mtpa |
4.4 / 8.8 |
4.4 / 8.8 |
|
Average Throughput (LOM) |
tpa |
8,112,415 |
8,112,415 |
|
LCE Produced (average LOM)1 |
tpa |
38,157 |
38,157 |
|
P1 LCE Production (steady state) |
tpa |
24,000 |
24,000 |
|
P2 LCE Production (steady state) |
tpa |
48,000 |
48,000 |
|
LCE Produced (total LOM)1 |
tonnes |
1,462,913 |
1,462,913 |
|
Unit Operating Cost (OPEX) LOM2 |
$/LCE tonne |
7,443 |
817 |
|
MgSO4 Produced (average LOM)1 |
tpa |
n/a |
1,663,213 |
|
MgSO4 Selling Price |
$/tonne |
n/a |
150 |
|
Gross Revenue incl. Power & MgSO4 Credits |
$ B |
29.7 |
39.4 |
|
CAPEX3 P1 |
$ M |
819 |
827 |
|
CAPEX3 LOM |
$ M |
1,431 |
1,439 |
|
Sustaining Capital Costs (undiscounted) |
$ M |
792 |
763 |
|
Project Economics |
|||
|
Pre-tax: |
|||
|
NPV (8%) |
U$ M |
3,642 |
6,056 |
|
IRR |
% |
28.8 |
38.6 |
|
Initial Payback Period (undiscounted) |
years |
3.6 |
2.6 |
|
Average Annual Cash Flow (LOM) |
$ M |
435 |
684 |
|
Cumulative Cash Flow (undiscounted) |
$ M |
16,147 |
25,860 |
|
After-tax:4 |
|||
|
NPV (8%) Post-Tax |
$ M |
3,261 |
5,157 |
|
IRR Post-Tax |
% |
27.5 |
36.0 |
|
Management's Discussion and Analysis |
|
Description |
Units |
Base Case |
Alternate Case |
|
Payback Period (undiscounted) |
years |
3.7 |
2.8 |
|
Average Annual Cash Flow (LOM) |
$ M |
396 |
591 |
|
Cumulative Cash Flow (undiscounted) |
$ M |
14,617 |
22,219 |
Notes:
1. Production: base case is 2 phases, 4.4Mtpa and 8.8Mtpa throughput; alternative case is identical, but with production of magnesium sulfate co-product over life of operations.
2. Includes all operating expenditures with credit for excess power and revenue from MgSO4 production as offset to Unit LCE Opex, the estimate is expected to fall within an accuracy level of ±30%.
3. Includes 10% contingency on process plant capital costs, 10% contingency is included in the tailings and infrastructure costs, and closure costs (LOM).
4. Tax calculation estimates were completed by Mining Tax Plan LLP, and include Federal Taxes, all Nevada State taxes and royalties and Nye County Property tax estimates, and available producer tax credits.
Sensitivities
The project is most sensitive to LCE price and process costs, but relatively far less sensitive to capital costs and mining costs, in descending order of affect (see Table 2, and Figures 1 and 2, below).
TLC Project Metal Pricing NPV8% and IRR Sensitivity
|
Sensitivity ($)/t |
-30% |
-20% |
-10% |
Base Case |
10% |
20% |
30% |
|
Pre-tax NPV8% (millions) |
$1,243 |
$2,042 |
$2,842 |
$3,641 |
$4,441 |
$5,240 |
$6,040 |
|
Pre-tax IRR (%) |
16.3 |
20.7 |
24.9 |
28.8 |
32.5 |
36.0 |
39.4 |
Figure 1 - Base Case Pre-Tax NPV8 Sensitivity Graph
|
Management's Discussion and Analysis |
Figure 2 - Base Case Pre-Tax IRR Sensitivity Graph
Detailed Capital Cost Estimates:
|
Capital Costs |
Phase 1 |
Phase 2 |
LOM |
|
($ millions) |
|||
|
Mining (pre-strip and capital) |
56.3 |
- |
56.3 |
|
Processing plant - Direct costs |
424.5 |
228.8 |
653.3 |
|
Processing plant/mine - Infrastructure |
45.9 |
sustaining |
45.9 |
|
Tailings & bulk infrastructure1 |
49.8 |
sustaining |
49.8 |
|
Total Direct Costs |
576.5 |
228.8 |
805.3 |
|
Total Indirect Costs (Process Plant)2 |
181.9 |
316.8 |
498.7 |
|
Contingency (Process Plant)10% |
60.6 |
54.7 |
115.3 |
|
Closure Costs (captured in sustaining) |
- |
- |
25 |
|
TOTAL - Li Only Base Case |
819.0 |
600.3 |
1,431 |
|
Added Plant Capex for MgSO4 Production |
23.8 |
23.8 |
47.6 |
|
TOTAL - Li + MgSO4 (includes tailings savings) |
827.0 |
|
1,439 |
|
Sustaining Capital Costs - Li only |
- |
- |
765.5 |
|
Sustaining Capital Costs - Li + MgSO4 |
- |
- |
735.9 |
1. Tailings built in phases and included in P1 capital cost estimate and sustaining capital for remaining LOM
2. Includes EPCM, spares, insurances, owners' team.
|
Management's Discussion and Analysis |
Falchani Lithium Project and Macusani Uranium Project - Puno, Peru
Through the acquisition of Plateau and its Peruvian subsidiary, Macusani Yellowcake SAC, the Company acquired title to, or has court injunctions preserving title on, over 930 km2 of mineral concessions in the Province of Carabaya, Department of Puno, in southeastern Peru. This project land position was the result of several consolidation transactions between 2007 and 2014 (see map below).
Through a mining rights transfer agreement entered into in June 2022, the Company acquired an additional 18 concessions in Peru and now holds 174 concessions covering an area in excess of 1090 km2. The Company paid $517,130 (US$400,000) and issued 2,250,000 common shares of the Company with a fair value of $4,635,000 to the vendor of these 18 concessions.
|
Management's Discussion and Analysis |
Cautionary Note Regarding Concessions
Thirty-two of the 174 Falchani Project and Macusani Project concessions now held by American Lithium's subsidiary Macusani, are currently subject to Administrative and Judicial processes (together, the "Processes") in Peru to overturn resolutions issued by the Geological, Mining, and Metallurgical Institute of Peru ("INGEMMET") and the Mining Council of the Ministry of Energy and Mines of Peru ("MINEM") in February 2019 and July 2019, respectively, which declared Macusani's title to 32 the concessions invalid due to late receipt of the annual validity payment. Macusani successfully applied for injunctive relief on these 32 concessions in a Court in Lima, Peru, and the grant of the Precautionary Measures (Medida Cautelar) has restored and maintained the title, rights, and validity of those 32 concessions to Macusani. On November 2, 2021, the Company was made aware that the judicial ruling in relation to those 32 concessions had been issued in favour of the Company. The ruling restored full title to these concessions. On November 26, 2021, the Company confirmed that appeals of the judicial ruling were lodged by INGEMMET and MINEM, and subsequently other parties. The appeals were considered by a higher court tribunal on September 7, 2023. If the appeals are allowed, Macusani's title to the 32 concessions could be revoked. However, the Company would then have further legal options available to it at that time, including a further judicial appeal.
Falchani Project Highlights
Following the initial discovery in November 2017, accelerated exploration efforts led to the maiden mineral resource estimates being announced on July 24, 2018, followed by an updated mineral resource estimate on March 4, 2019, increasing the total lithium resources by more than 90%. The Falchani Project resource is comprised of three zones, namely the upper breccia unit ("UBX"), lithium-rich tuff unit ("LRT") and lower breccia unit ("LBX"), in order of stratigraphy.
The results of an independent PEA, prepared by DRA Global ("DRA"), were announced on February 4, 2020, demonstrating that the Falchani Project has the potential to become a large, long-life producer of low cost, high quality, low impurity battery grade Li2CO3. Unless otherwise stated, all dollar figures for the PEA are in United States dollars and the economic highlights represent the Company's 100% interest in the Falchani Project.
The Falchani Project PEA presents a "Base Case" scenario which is inclusive of both the Falchani Project and Ocacasa 4 concessions. The "Alternative Case" scenario presented represents only the Falchani Project concession to demonstrate the economic value as if the Falchani Project concession were a standalone or phase 1 project in light of the current dispute over 32 concessions which includes ownership of the Ocacasa 4 concession. Please refer to the Cautionary Note Regarding Concessions section in this MD&A.
Preliminary Economic Assessment Key Highlights
|
Description |
Units |
Base Case |
Alternative Case |
|
LCE Price |
tonne |
12,000 |
12,000 |
|
Life of Mine |
years |
33 |
26 |
|
Processing Rate P1 / P2 / P31 |
Mtpa |
1.5 / 3.0 / 6.0 |
1.5 / 3.0 / NA |
|
Average Throughput (P1) |
tpa |
1,437,500 |
1,437,500 |
|
Average Throughput (LOM) |
tpa |
4,407,687 |
2,421,780 |
|
Li2CO3 Produced (average LOM)1 |
tpa |
63,034 |
33,842 |
|
P1 Li2CO3 Production (steady state) |
tpa |
22,678 |
22,731 |
|
P2 Li2CO3 Production (steady state) |
tpa |
44,227 |
41,252 |
|
P3 Li2CO3 Production (steady state) |
tpa |
85,230 |
n/a |
|
LCE Produced (total LOM)1 |
tonnes |
2,080,113 |
879,895 |
|
Unit Operating Cost (OPEX) P12 |
$/LCE tonne |
4,438 |
4,348 |
|
Unit Operating Cost (OPEX) LOM2 |
$/LCE tonne |
3,958 |
4,333 |
|
Management's Discussion and Analysis |
|
Description |
Units |
Base Case |
Alternative Case |
|
Gross Revenue |
$ B |
24,961 |
10,558 |
|
CAPEX3 P1 |
$ M |
587 |
587 |
|
CAPEX3 LOM |
$ M |
1,970 |
1,082 |
|
Sustaining Capital Costs (undiscounted) |
$ M |
119.6 |
66.4 |
|
Project Economics - $12,000/t Li2CO3 |
|||
|
Pre-tax: |
|||
|
NPV (8%) |
U$ M |
2,712 |
1,514 |
|
IRR |
% |
24.2 |
23.5 |
|
Payback Period (undiscounted) |
years |
4.3 |
4.2 |
|
Average Annual Cash Flow (LOM) |
$ M |
444 |
215 |
|
Cumulative Cash Flow (undiscounted) |
$ M |
14,638 |
5,597 |
|
After-tax: |
|||
|
NPV (8%) After-Tax |
$ M |
1,554 |
844 |
|
IRR After-Tax |
% |
19.7 |
18.8 |
|
Payback Period (undiscounted) |
years |
4.7 |
4.6 |
|
Average Annual Cash Flow (LOM/P2 or P3 steady state) |
$ M |
272 / 430 (P3) |
131 / 198 (P2) |
|
Cumulative Cash Flow (undiscounted) |
$ M |
8,977 |
3,418 |
Notes:
1. Production: base case is 3 phases, 1.5Mtpa, 3Mtpa and 6Mtpa; alternative case is 2 phases 1.5Mtpa and 3Mtpa.
2. Includes all operating expenditures, the estimate is expected to fall within an accuracy level of ±35%.
3. Includes 11% contingency on process plant capital costs, 15% contingency is included in the tailings and infrastructure costs, and closure costs (LOM).
Readers are cautioned that the PEA is preliminary in nature and includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves. There is no certainty the results of the PEA will be realized. Mineral resources are not mineral reserves and do not have demonstrated economic viability. Additional work is required to upgrade the mineral resources to mineral reserves. In addition, the mineral resource estimates could be materially affected by environmental, geotechnical, permitting, legal, title, taxation, socio-political, marketing, or other relevant factors.
The completed technical report on the PEA entitled "Falchani Lithium Project NI 43-101 Technical Report - Preliminary Economic Assessment" prepared by John Joseph Riordan, David Thompson, Valentine Coetzee of DRA Pacific and Mr. Stewart Nupen of The Mineral Corporation, effective February 4, 2020, can be located under the Plateau profile on SEDAR+ (www.sedarplus.ca) and on the Company's website.
Mineral Resource Estimates
The PEA has considered only the LRT, namely LRT1, LRT2, and LRT3, three of five geological units presented in the Falchani Project technical report, effective March 1, 2019, prepared in accordance with NI 43-101 by Mr. Stewart Nupen of The Mineral Corporation and filed on SEDAR (the "2019 Technical Report"). As a result, the Base Case and Alternative Case utilize less than 48% and 47%, respectively, of the total mineral resource estimates included in the 2019 Technical Report. The remainder of the resource estimate which is contained mainly in the LBX represents potential additional feed material for the lithium operation.
The PEA Base Case considered the Mineral Resource estimate for both the Falchani Project and Ocacasa 4 concessions, as described in the 2019 Technical Report. As there have been changes to the mineral tenure circumstances, particularly with respect to the dispute over the ownership of the Ocacasa 4 concession, the split between the Falchani Project and Ocacasa 4 is provided in the table below for additional clarity. The Alternative Case considered a sub-set of the Mineral Resource estimate described in the 2019 Technical Report, which being the Mineral Resources contained within the Falchani Project concession only. The Mineral Resource estimates have not been updated to inform the PEA, however, owing to the current mineral tenure dispute, for the Alternative Case, only the Falchani Project Concession Mineral Resource estimate has been considered. Please refer to the Cautionary Note Regarding Concessions section in this MD&A.
|
Management's Discussion and Analysis |
The mineral resource estimates for the Falchani Project, effective March 1, 2019, are based on a 1,000 ppm lithium ("Li") cut-off grade are as follows:
|
Licence |
Category |
Zone |
Metric |
Li |
Li2O |
Li2CO3 |
Contained |
|
FALCHANI |
Indicated |
UBX |
5.38 |
1 472 |
0.32 |
0.78 |
0.04 |
|
LRT1 |
6.15 |
3 718 |
0.80 |
1.98 |
0.12 |
||
|
LRT2 |
16.66 |
3 321 |
0.72 |
1.77 |
0.29 |
||
|
LRT3 |
11.03 |
3 696 |
0.80 |
1.97 |
0.22 |
||
|
LBX |
10.16 |
1 901 |
0.41 |
1.01 |
0.10 |
||
|
Total |
49.39 |
2 961 |
0.64 |
1.58 |
0.78 |
||
|
Inferred |
UBX |
8.44 |
1 616 |
0.35 |
0.86 |
0.07 |
|
|
LRT1 |
13.84 |
3 290 |
0.71 |
1.75 |
0.24 |
||
|
LRT2 |
28.68 |
2 994 |
0.64 |
1.59 |
0.46 |
||
|
LRT3 |
16.13 |
3 292 |
0.71 |
1.75 |
0.28 |
||
|
LBX |
57.39 |
2 250 |
0.48 |
1.20 |
0.69 |
||
|
Total |
124.48 |
2 629 |
0.57 |
1.40 |
1.74 |
||
|
OCACASA 4 |
Indicated |
UBX |
0.85 |
1 750 |
0.38 |
0.93 |
0.01 |
|
LRT1 |
1.32 |
3 668 |
0.79 |
1.95 |
0.03 |
||
|
LRT2 |
5.37 |
3 232 |
0.70 |
1.72 |
0.09 |
||
|
LRT3 |
2.00 |
3 658 |
0.79 |
1.95 |
0.04 |
||
|
LBX |
2.00 |
1 379 |
0.30 |
0.73 |
0.01 |
||
|
Total |
11.53 |
2 926 |
0.63 |
1.56 |
0.18 |
||
|
Inferred |
UBX |
5.33 |
1 911 |
0.41 |
1.02 |
0.05 |
|
|
LRT1 |
10.17 |
3 422 |
0.74 |
1.82 |
0.19 |
||
|
LRT2 |
33.62 |
3 292 |
0.71 |
1.75 |
0.59 |
||
|
LRT3 |
21.11 |
3 349 |
0.72 |
1.78 |
0.38 |
||
|
LBX |
65.36 |
2 297 |
0.49 |
1.22 |
0.80 |
||
|
Total |
135.59 |
2 777 |
0.60 |
1.48 |
2.00 |
UBX = upper breccia; LRT = lithium rich tuff; LBX = lower breccia
Notes: Minor discrepancies due to rounding may occur. Li Conversion Factors as follows: Li:Li2O=2.153; Li:Li2CO3=5.323; Li2O:Li2CO3=2.473. Geological losses of 5% or 10% have been applied, based on geological structure and data density. The average geological loss is 6%. Density = 2.40.
The mineral resource estimates are based on the initial 29 drill holes and 20 additional drill holes. Sampling was carried out at sampling intervals of between 0.5m and 1.0m. Samples used throughout the estimation process were composited to a downhole length of 2.5m.
On April 8, 2020, results from the preliminary test work program focused on recovery and precipitation of sulfate of potash, rubidium and caesium concentrate from a pregnant leach solution created from the Falchani Project PEA.
|
Management's Discussion and Analysis |
Future Optimization Potential
The PEA identifies several opportunities which may greatly enhance the economics and include:
- Revenue opportunities: further evaluation of additional revenue streams, not included in the PEA, such as SOP fertilizer (K2SO4), cesium sulfate (Cs2SO4) and rubidium sulfate (Rb2SO4). Preliminary metallurgical test work was completed in April 2020 and June 2022.
- Capital optimization: alternative acid plant and processing plant/equipment sourcing, including evaluating options for acid and power purchases from third-party operators.
- Operating cost optimization: long-term contracts for major consumables, reduction in processing consumables and/or costs through process model optimization.
Environmental
A baseline environmental study (the "Baseline Study") undertaken by ACOMISA, a Lima-based environmental consulting company, and continued in collaboration with Anddes Asociados S.A.C. is ongoing. The Baseline Study was expanded to include each of the Falchani Lithium Project and Macusani Uranium Project areas and now covers the relevant areas belonging to the communities of Isivilla, Tantamaco, Corani, Chimboya and Paquaje, and Chacaconiza. This expanded Baseline Study was accepted by the Peruvian Government Agency SENACE (Servicio Nacional de Certificacion Ambiental) and built on previous environmental monitoring that was started by the Company in 2010 during the exploration phase of work. The Baseline Study has recently progressed into an EIA that includes community relations and impacts of future development, as well as flora, fauna, water, air and noise sampling and comprehensive archaeological studies.
The Company has initiated components of an EIA covering the project, building on the Environmental Baseline Study. The environmental work required for a pre-feasibility study on the Falchani Lithium project has commenced with the initiation of an EIA, led by SRK Peru, including detailed hydrological / hydrogeological studies focusing on investigating water table parameters within the upper 120-150 m below surface. This drilling has been completed.
The Falchani Lithium Project lies outside of the Corani-Macusani Area of Cultural and Archaeological Significance ("Archaeological Area of Interest"). Archaeological studies completed as part of our exploration program permitting and recent EIA study work have shown that to date, there are no sites of cultural or archaeological significance affecting the Falchani Lithium Project. The local landscape, landforms, higher elevation and rock weathering style at the project was not conducive for hosting, or preservation of, sites of archaeological significance. An overview of the results of the archaeological studies, including excavations available to date, is being prepared for presentation to the Ministry of Culture of Peru.
Falchani Lithium Project Exploration and Development Work
Lithium exploration work at Falchani, including trenching and sampling started in the Quelcaya village area where new occurrences of Li-rich rocks were initially reported in 2019. The recent prospecting and mapping activities demonstrate that the new lithium occurrences in the vicinity of the Quelcaya village are more extensive than initially modelled. These results were released May 20, 2021, with exploration and resource extension/expansion drilling planned and currently being permitted (see Map Figure, below). In addition, and as set out above, the Company is also targeting infill and extension drilling at Falchani itself with the goal of reclassifying a significant portion of its existing resources as measured and indicated and expanding the overall resources. These results will be incorporated into an updated PEA which will also include the potential economic impact of the Project's by-products (sulfate of potassium, cesium, etc.) with targeted completion of the updated PEA by end of 2023, as part of the broader PFS process.
In the meantime, the Company has continued with additional surface mapping, sampling, and prospecting work for future target generation across its concessions while awaiting drill permits. It has also focused on upgrading road access and infrastructure across the Macusani Plateau and, as set out in its press release dated June 27, 2022, has been working with ANSTO to validate and optimize its ability to produce commercial quantities of Sulphate of Potash, Cesium and Rubidium as material by products at Falchani. The latest PEA Technical Report was released pre-pandemic with outdated costs; however, it should be noted that lithium prices and forecasts have surpassed $12,000/tonne LCE pricing used in the February 2020 PEA. This, coupled with potential process enhancements and by-product potential is expected to materially improve economics well beyond the impact of increased reagent prices, other costs and inflation.
|
Management's Discussion and Analysis |
On May 5, 2023, the Company announced that it had been awarded drill permits ("DIA') [Declaración de impacto Ambiental] for exploration / discovery drilling on key targets in and around the community of Quelcaya 6kms west of Falchani. Following the receipt of drill permits, two contractor diamond drill rigs and crews were mobilized to commence Quelcaya exploration drilling. On September 26, 2023, the Company announced results from a discovery hole highlighting lithium mineralization intersected over 222.5 m in subvolcanic intrusive rocks averaging 1,560 ppm Li from 119.1 m downhole.
Falchani and Quelcaya Project Location Map
A 10-hole hydrology diamond drill program that is part of the environmental work required for a pre-feasibility study was completed in September 2023 on the Falchani Project as part of the EIA program, led by SRK Peru. The hydrological drilling commenced in late 2022, and restarted in late April 2023, following protest-related hiatus.
On July 12, 2023, the Company announced the results from three of the EIA drill holes with encouraging results extending outside the Falchani resource footprint and within the Falchani resource establishing the base of mineralization between the western and eastern sides of the Falchani deposit. Results from these three diamond holes intersected intervals of typical Falchani volcanic tuff as well as large sections of breccias with highlights including lithium up to 5,645 ppm and cesium up to 1.22%, the highest grades of both metals encountered to date from 1 m drill core interval samples at Falchani. These holes were drilled in key areas both within and outside the current Falchani resource footprint and will add additional information to the planned mineral resource estimate update with a focus on expanding the overall resource and reclassifying the existing resource. No groundwater has been encountered in any of the EIA drill holes completed to date, including those drilled but not yet reported while awaiting geochemical assay results and hole completion.
|
Management's Discussion and Analysis |
Stantec is finalizing an updated MRE for Falchani using the existing drill hole data as well as results from the 10 EIA drill holes.
Additional exploration and development work is currently being planned and permitted to support further extension/in-fill drilling at the Falchani Project, and will commence following receipt of exploration permits (DIA) from Peruvian authorities, currently expected in October 2023. Local community acceptance and approvals have been granted and archeological and environmental sampling work has been concluded.
Macusani Uranium Project Highlights
The Macusani Project is one of the largest undeveloped uranium projects in the world containing significant measured, indicated, and inferred uranium resources. Located approximately 25 kilometres away from the Company's Falchani Project, the Macusani Project is proximal to excellent infrastructure and has a significant unexplored land package. The Company has elected to defer its previously announced intent to spin out the uranium assets into a separate listed entity, and is advancing the project internally. Planned activities include the launch of a pilot operation to provide final validation of the flow-sheet as well as to produce yellowcake for evaluation by interested strategic parties. A planned major expansion and infill drilling program to expand and reclassify the large historical resource will follow upon receipt of final drill permits.
Preliminary Economic Assessment
On February 10, 2016, Plateau filed an updated PEA. The PEA was completed by UK based, mining engineering consultants Wardell Armstrong International and GBM Minerals Engineering Consultants Limited and contains a detailed base case which contemplates the construction of a conventional open pit mining operation with a centralized processing facility.
Six concessions contain mineral resources, four of which are included in the Macusani Uranium Project PEA filed under Plateau's profile on SEDAR+ at www.sedarplus.ca. Of these four concessions, three have been subject to dispute and these have been protected by an injunction granted by judicial resolution restoring concession title, rights, and validity to the Company. (Refer to Cautionary Note Regarding Concessions section in this MD&A and to commentary under the Falchani section above, which contain details on administrative and judicial processes relating to 32 of the Company's concessions).
Unless otherwise stated, all dollar figures for the PEA are in United States dollars and the economic highlights represent Plateau's 100% interest in the Macusani Uranium Project.
Key Highlights of the Macusani Uranium Project PEA:
- Cash Operating Costs1: $17.28/lb U3O8 average life of mine ("LOM")
- Initial Capital Expenditures: $249.7 M plus $50.1 M contingencies
- Total Sustaining Capital Costs1: $43.9 M
- Net Present Value(8%): ($50/lb U3O8 selling price): $852.7 M pre-tax / $603.1 M after-tax
- Internal Rate of Return: ($50/lb U3O8): 47.6% pre-tax / 40.6% after-tax
- Payback Period: ($50/lb U3O8): 1.69 years pre-tax / 1.76 years after-tax
- Production Profile: 6.09 Mlbs/yr average LOM
- Operating Profile: near surface open pit mining of five deposits along with a small high-grade underground mine operation, heap leach process plant
- Mining Rate: 109.0 Mt/yr at 289 ppm U3O8 for 10 years at an average strip ratio of 2:1 (waste:mineralized material)
- Processing Throughput: 10.9 M tonne per annum
- High-grade scenarios were also considered with both heap leach and tank leach processing options and the Company continues to evaluate optimization scenarios
1 Financial metrics which are not measures recognized under IFRS and do not have a standardized meaning prescribed by IFRS. See Alternative Performance Measurements section in this MD&A for additional information.
|
Management's Discussion and Analysis |
Processing work tailored towards upgrading, or pre-concentrating, through communition/concentration studies on the uranium mineralization was planned for early 2020. The test work programs were deferred and the research and development work was restarted in August 2020 with encouraging results released March 30, 2021. The work utilized mineralization from 3 main deposits, with the following results: Colibri II-III Deposits - 81.6% of U retained in 35.3% of original mass passing 300 μm; Calculated Head Grade of 270 ppm U upgraded to 623 ppm U (Upgrade factor 2.3) using double scrubbing for 12 minutes each cycle; Corachapi Deposit - 73% of U retained in 31% of original mass passing 212 μm; Calculated Head Grade of 245 ppm U upgraded to 570 ppm U (Upgrade factor 2.3) using initial scrubbing for 15 minutes at 60% solids (by mass) followed by secondary scrubbing for 5 minutes at 45% solids. The upgrading results highlight the opportunity to bring in lower grade deposits previously not included in the PEA production schedule, and the higher grade feed material should positively impact the PEA Capital Costs with a smaller plant footprint and PEA operating costs due to lower energy and reagent costs. Trade off studies between original heap leach processing and tank/vat leach processing options will be conducted using the upgraded fraction achievable in a scrubbing and classification circuit.
Readers are cautioned that the PEA is preliminary in nature and includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves. There is no certainty the results of the PEA will be realized. Mineral resources are not mineral reserves and do not have demonstrated economic viability. Additional work is required to upgrade the mineral resources to mineral reserves. In addition, the mineral resource estimates could be materially affected by environmental, geotechnical, permitting, legal, title, taxation, socio-political, marketing, or other relevant factors.
The completed technical report on the PEA entitled "Macusani Project, Macusani, Peru, NI 43-101 Report - Preliminary Economic Assessment" prepared by Mr. Michael Short and Mr. Thomas Apelt, of GBM Minerals Engineering Consultants Limited; Mr. David Young, of The Mineral Corporation; and Mr. Mark Mounde, of Wardell Armstrong International Limited dated January 12, 2016, can be located under Plateau's profile on SEDAR+ (www.sedarplus.ca) and on the Company's website.
Environmental
Within the Macusani Project area lies an Archaeological Area of Interest which includes sites of cultural interest. The area boundaries are very clearly defined and are well-known to people working in the region. The Company continues working with environmental and archaeological professionals, local communities, and Peruvian authorities to develop a plan to protect any sites located in proximity to the proposed future project operations. The Macusani Project and proposed future infrastructure for operations currently does not directly affect any such sites.
With the assistance of the Ministry of Culture of Peru, the Company has spent the past three years conducting a professional archaeological study in the project area. This is a full archaeological research project that the Company's team initiated and is still on-going. Whilst initial completion of field work was targeted for H1 2020, followed by presentation of the archaeological study to the Ministry of Culture in 2020, timing was subject to easing of the Peru government's COVID-19 lockdown restrictions, which have impacted access to the site. Desktop work is completed, and on-site work resumed in July 2022. Archeological study results have been submitted to the Peruvian Ministry of Culture.
The Company remains fully informed of the progress of this archeological study and is confident based on the findings to date, that together with the qualified investigating team, it will work towards an outcome that respects, salvages and preserves cultural heritage where it exists. In addition, all the recently validated artefacts are currently exposed to natural erosion and decay from the weather conditions that characterize the Macusani plateau, therefore a preserving solution should be found. It is positive to see the government proactively working towards an actionable outcome on both accounts, and it is indicative of the level of support across the board for the Company's projects.
The Company, and its predecessor companies, have been exploring continuously in the Macusani area since the initial land acquisition in 2005. All exploration activities are completed under fully approved social/ community agreements and exploration/mining permits.
|
Management's Discussion and Analysis |
Macusani Project Exploration and Development Work
Exploration activities at the Macusani Project included mapping, prospecting, and sampling work. Five areas spread between various drilled targets with reported uranium resources were covered by radiometric mapping and surface sampling. The results of this surface uranium exploration activity were released on January 25, 2021, and September 28, 2021 (see map below). Additional surface mapping, sampling and prospecting work for future target generation has continued while awaiting drill permits. Exploration and resource expansion/extension drilling is expected to commence upon receipt of permitting approvals, possibly in late 2023. An update of the existing Macusani PEA with the results of this planned drill program and including pre-concentration and tank leach processing improvements should follow during 2024 prior to PFS late 2024. As previously announced, the Company has had success in pre concentrating / upgrading Macusani uranium mineralization with the potential to significantly improve the already robust economics of the existing PEA and to increase the resources included in the existing PEA. The latest PEA Technical Report is out of date; however, it should be noted that uranium prices have rebounded over the past 12 months and are now above $70/lb and forecast to be well above the $50/lb U3O8 pricing used in the January 2016 PEA. This, coupled with potential process enhancements, is expected to more than cover potential increased reagent prices, costs, and inflation. The Company also intends to launch pilot operations in respect of the Macusani flow-sheet before the end of 2023.
Macusani Project Location Map with new target areas
|
Management's Discussion and Analysis |
Outlook
The Company continues to believe that the growing demand for lithium-ion batteries will continue to drive demand for lithium products and that the domestic market for lithium products will be under supplied for many years to come. The uranium market is equally compelling with persistent supply/demand imbalance, improving price environment and continuing steady demand growth. These developments position the Company well should the Company be able to raise the required capital to continue its exploration and development efforts with the goal of successfully developing commercially viable lithium and uranium deposits.
With large lithium and uranium resources, strategically located in Nevada and Peru, and with recent successful development work on all its projects, the Company believes that it is well positioned to benefit from growing demand for sustainable, domestically sourced supplies of lithium and the need for clean/green baseload energy that can only be answered with nuclear energy as a large part of the Global energy mix.
Selected Quarterly Information
The following financial information is derived from the Company's financial statements for the three and six months, ended August 31, 2023, and 2022, has been prepared in accordance with IFRS and is presented in Canadian dollars, unless otherwise indicated:
|
|
For the three months ended August 31, |
For the six months ended August 31, |
||
|
|
2023 |
2022 |
2023 |
2022 |
|
|
$ |
$ |
$ |
$ |
|
Revenues |
- |
- |
- |
- |
|
Operating expenses |
(12,543,752) |
(11,232,088) |
(24,110,194) |
(20,263,672) |
|
Net loss |
(10,581,005) |
(11,043,199) |
(21,706,628) |
(19,966,843) |
|
Comprehensive loss |
(10,579,027) |
(10,709,964) |
(21,701,442) |
(19,702,744) |
|
Basic and diluted loss per common share |
(0.05) |
(0.05) |
(0.10) |
(0.10) |
|
Working capital |
28,247,647 |
39,090,026 |
28,247,647 |
39,090,026 |
|
Total assets |
185,429,628 |
188,910,671 |
185,429,628 |
188,910,671 |
|
Total liabilities |
5,110,999 |
4,341,810 |
5,110,999 |
4,341,810 |
As at August 31, 2023, the Company had not yet achieved profitable operations and has accumulated losses of $138,699,550 (February 28, 2023 - $116,992,922) since inception. The basic and diluted loss per share for the six months, ended August 31, 2023, and 2022 were $0.05 and $0.10, respectively.
The Company's future financial success will be dependent upon the ability to obtain necessary financing to complete the development of reserves or the discovery and development of a body of commercial ore. Such discovery and development may take years, if at all, to complete and the amount of resulting income, if any, is impossible to determine.
Summary of Quarterly Results
The following table sets out selected quarterly financial information for each of the eight recently completed quarters. The financial information has been reported in accordance with IFRS and is presented in Canadian dollars, unless otherwise indicated. The Company has not yet earned revenue from any of its mineral properties. If a property is determined to have limited exploration potential the property is abandoned, and expenditures are written off to operations.
|
Management's Discussion and Analysis |
|
|
Aug 31, |
May 31, |
Feb 28, |
Nov 30, |
|
|
|
$ |
$ |
$ |
|
Total assets |
185,429,628 |
188,859,007 |
194,280,141 |
183,914,633 |
|
Total liabilities |
5,110,999 |
2,095,404 |
1,890,074 |
2,362,560 |
|
Working capital |
28,247,647 |
35,625,925 |
41,394,150 |
36,058,791 |
|
Revenues |
- |
- |
- |
- |
|
Net loss |
(10,581,005) |
(11,125,625) |
(10,191,240) |
(5,508,459) |
|
Comprehensive loss |
(10,579,027) |
(11,122,415) |
(9,845,287) |
(5,436,973) |
|
Loss per share |
(0.05) |
(0.05) |
(0.05) |
(0.03) |
|
|
Aug 31, |
May 31, |
Feb 28, |
Nov 30, |
|
|
$ |
$ |
$ |
$ |
|
Total assets |
188,910,671 |
190,560,026 |
193,493,125 |
198,522,950 |
|
Total liabilities |
4,341,810 |
3,207,677 |
2,691,682 |
5,583,940 |
|
Working capital |
39,090,026 |
51,751,125 |
55,121,866 |
57,866,339 |
|
Revenues |
- |
- |
- |
- |
|
Net loss |
(11,043,199) |
(8,923,644) |
(6,704,975) |
(4,830,147) |
|
Comprehensive loss |
(10,709,964) |
(8,992,780) |
(6,710,147) |
(5,025,637) |
|
Loss per share |
(0.05) |
(0.04) |
(0.03) |
(0.03) |
Variances can be explained as follows:
- For the quarter ended August 31, 2023, the higher net losses are related to exploration and evaluation expenditures of $5,394,032 and share-based compensation of $4,104,968.
- For the quarter ended May 31, 2023, the higher net losses are related to exploration and evaluation expenditures of $4,735,199 and share-based compensation of $4,677,327.
- For the quarter ended February 28, 2023, the higher net losses are related to exploration and evaluation expenditures of $4,193,511 and share-based compensation of $4,237,870.
- For the quarter ended November 30, 2022, the higher net losses are related to exploration and evaluation expenditures of $2,370,755 and share-based compensation of $2,071,572.
- For the quarter ended August 31, 2022, the higher net losses are related to exploration and evaluation expenditures of $4,879,673, share-based compensation of $2,802,987, and professional fees of $1,031,005.
- For the quarter ended August 31, 2022, the higher net losses are related to exploration and evaluation expenditures of $4,151,536, and share-based compensation of $3,450,754.
- For the quarter ended February 28, 2022, the higher net losses are related to exploration and evaluation expenditures of $2,117,029, and share-based compensation of $3,146,165.
- For the quarter ended November 30, 2021, the higher net losses are related to exploration and evaluation expenditures of $1,237,341, and share-based compensation of $2,630,756.
|
Management's Discussion and Analysis |
Results of Operations
The table below details the significant changes in administrative expenditures for the three months ended August 31, 2023, as compared to the corresponding three months ended August 31, 2022:
| Expenses | Increase / Decrease in Expenses |
Explanation for Change |
| Exploration and evaluation expenditures | Increase of $514,359 | Increased as the company continued to explore its current projects. |
| Insurance | Increase of $356,973 | Increased due to an increase in the premium for the Company's directors and officers insurance policy which is being amortized over the term of the policy. |
| Share-based compensation | Increase of $1,301,981 | Increased due to an increase in the number of share options, RSUs, and PSUs being subject to graded vesting in the current period as compared to the comparative period. |
| Marketing | Increase of $990,486 | Due to increased shareholder engagement. |
| Professional fees | Decrease of $818,813 | Decreased in the current period as the prior period contained a higher level of corporate activities. |
| Regulatory and transfer agent fees | Decrease of $796,194 | Decreased in the current period as the prior period contained a higher level of OSC related fees. |
The table below details the significant changes in administrative expenditures for the six months ended August 31, 2023, as compared to the corresponding six months ended August 31, 2022:
| Expenses | Increase / Decrease in Expenses |
Explanation for Change |
| Exploration and evaluation expenditures | Increase of $1,098,022 | Increased as the company continued to explore its current projects. |
| Insurance | Increase of $725,726 | Increased due to an increase in the premium for the Company's directors and officers insurance policy which is being amortized over the term of the policy. |
| Share-based compensation | Increase of $2,528,554 | Increased due to an increase in the number of share options, RSUs, and PSUs being subject to graded vesting in the current period as compared to the comparative period. |
| Marketing | Increase of $1,065,537 | Increased due to an increased focus on shareholder engagement. |
| Professional fees | Decrease of $694,599 | Decreased in the current period as the prior period contained increased corporate activities. |
| Regulatory and transfer agent fees | Decrease of $778,274 | Decreased in the current period as the prior period contained a higher level of OSC regulatory fees. |
In addition to the above, the Company incurred the following for the three and six months, ended August 31, 2023 as compared to the corresponding three and six months, ended August 31, 2022:
- Incurred a gain on short-term investments of 1,684,571 in relation to the Surge common share purchase warrants held by the Company.
- Interest income increased by $104,436 due to the increase in interest rates the Company was able to obtain on its deposit certificates.
|
Management's Discussion and Analysis |
Cash Flows
Net cash used in operating activities for the three months ended August 31, 2023, was $6,662,253 (three months ended August 31, 2022 - $6,427,610). The cash used consisted primarily of exploration and evaluation expenditures of $5,394,032 (three months ended August 31, 2022 - $4,879,673) and corporate overhead expenditures net of non-cash expenditures and a net change in non-cash working capital, detailed in the statement of cash flows.
Net cash used in operating activities for the six months ended August 31, 2023, was $13,594,512 (six months ended August 31, 2022 - $11,150,219). Cash used in operating activities consisted primarily of funding exploration and evaluation expenditures of $10,129,231 (August 31, 2022 - $9,031,029) and corporate overhead expenditures net of non-cash expenditures and a net change in non-cash working capital, detailed in the statement of cash flows.
During the three months ended August 31, 2023, cash provided by investing activities was $15,822,458 (three months ended August 31, 2022 - net cash used in investing activities of $4,600,811). Cash was mainly received from the redemption of guaranteed investment certificates ("GICs") partly offset by the strategic investment in Surge.
During the six months ended August 31, 2023, cash provided by investing activities was $20,515,897 (three months ended August 31, 2022 - net cash used in investing activities of $4,545,813). Cash was mainly received from the redemption of GICs partly offset by GIC purchases and the strategic investment in Surge.
During the three months ended August 31, 2023, cash provided by financing activities was $8,900 (three months ended August 31, 2022 - cash used in financing activities of $562,692). The Company used cash in financing activities during the prior period as a result of its long-term debt of $1,051,075. The payment was partly offset by total cash received of $488,488 from the exercises of stock options and warrants.
During the six months ended August 31, 2023, cash provided by financing activities was $803,138 (six months ended August 31, 2022 - $1,521,999). The Company received proceeds of $801,908 (August 31, 2022 - $2,198,615) in connection with the exercise of stock options and $45,801 (August 31, 2022 - $382,805) in connection with the exercise of warrants. The Company repaid long term debt of $Nil (August 31, 2022 - $1,051,075).
The Company's cash increased by $7,814,449 from $11,985,766 at February 28, 2023 to $19,800,215 at August 31, 2023, and in addition the Company held $2,066,723 in a GIC and $6,298,000 in short-term investments.
Liquidity and Capital Resources
The Company's liquidity and capital resources at the following dates are as follows:
|
|
For the three months ended August 31, |
For the six months ended August 31, |
||
|
|
|
2022 |
|
2022 |
|
|
|
$ |
|
$ |
|
Revenues |
- |
- |
- |
- |
|
Operating expenses |
(12,543,752) |
(11,232,088) |
(24,110,194) |
(20,263,672) |
|
Net loss |
(10,581,005) |
(11,043,199) |
(21,706,628) |
(19,966,843) |
|
Comprehensive loss |
(10,579,027) |
(10,709,964) |
(21,701,442) |
(19,702,744) |
|
Basic and diluted loss per common share |
(0.05) |
(0.05) |
(0.10) |
(0.10) |
|
Working capital |
28,247,647 |
39,090,026 |
28,247,647 |
39,090,026 |
|
Total assets |
185,429,628 |
188,910,671 |
185,429,628 |
188,910,671 |
|
Total liabilities |
5,110,999 |
4,341,810 |
5,110,999 |
4,341,810 |
|
Management's Discussion and Analysis |
|
|
August 31, 2023 |
February 28, 2023 |
|
|
$ |
$ |
|
Cash and cash equivalents |
19,800,215 |
11,985,766 |
|
Guaranteed investment certificates |
2,066,723 |
28,636,414 |
|
Short-term investments |
6,298,000 |
- |
|
Amounts receivable |
455,751 |
400,804 |
|
Prepaid expenses and deposits |
2,310,496 |
2,109,932 |
|
Accounts payables and accrued liabilities |
(2,424,868) |
(1,663,785) |
|
Deferred revenue |
(180,000) |
- |
|
Current portion of lease liabilities |
(78,670) |
(74,981) |
|
Working capital |
28,247,647 |
41,394,150 |
The Company has no revenue-generating operations from which it can internally generate funds and therefore has been incurring losses since inception. The Company has financed its operations and met its capital requirements primarily through the sale of capital stock by way of private placements and the subsequent exercise of share purchase warrants issued in connection with such private placements and the exercise of stock options. When acquiring interests in resource properties through purchase or option, the Company issues common shares or a combination of cash and shares to the vendors of the property as consideration for the property in order to conserve its cash. The Company expects that it will continue to operate at a loss for the foreseeable future and will require additional financing to fund the development of its existing properties and the acquisition of potential resource properties.
As at August 31, 2023, the Company had working capital of $28,247,647 (February 28, 2023 - $41,394,150). During the six months ended August 31, 2023, the Company's cash position increased by $7,814,449, compared to a decrease of $13,849,824 during the six months ended August 31, 2022. The increase in the current period was mainly due to the redemption of guaranteed investment certificates of $33,563,808. The increase was partly offset by GIC purchases of $7,257,649, the Company's $5,360,000 strategic investment in Surge, corporate overhead expenses and exploration activities. The decrease in the comparative period was mainly due to corporate overhead expenses, exploration activities, long-term debt repayment and exploration asset purchases of $4,600,811; partly offset by stock option exercises of $2,198,615.
Off-Balance Sheet Arrangements
The Company has not entered into any off-balance sheet arrangements.
Risk Factors
The Company is in the business of acquiring, exploring and, if warranted, developing and exploiting mineral properties. Due to the nature of the Company's business and the present stage of exploration of its mineral properties (which are primarily early-stage exploration properties with no established reserves), the following risk factors will apply:
Resource Exploration and Development is Generally a Speculative Business: Resource exploration and development is a speculative business and involves a high degree of risk, 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 size or too metallurgically challenging to return a profit from production. The marketability of natural resources that may be acquired or discovered by the Company will be affected by numerous factors beyond the control of the Company. These factors include market fluctuations, the proximity and capacity of natural resource markets, government regulations, including regulations relating to prices, taxes, royalties, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in the Company not receiving an adequate return on invested capital. The great majority of exploration projects do not result in the discovery of commercially mineable deposits of ore.
|
Management's Discussion and Analysis |
Title to Property: The acquisition of title to resource properties is a detailed and time-consuming process. The Company may acquire an interest in its properties through land use permits. Title to, and the area of, the properties may be disputed. There is no guarantee that such title will not be challenged or impaired. There may be challenges to the title of the property in which the Company may have an interest, including concessions which, if successful, could result in the loss or reduction of the Company's interest in the property, including the Peru concessions. As noted under the Cautionary Note Regarding Concessions in this MD&A, 32 of the 174 Falchani Project and Macusani Project concessions now held by American Lithium's subsidiary Macusani, are currently subject to Administrative and Judicial processes (together, the "Processes") in Peru to overturn resolutions issued by the Geological, Mining, and Metallurgical Institute of Peru ("INGEMMET") and the Mining Council of the Ministry of Energy and Mines of Peru ("MINEM") in February 2019 and July 2019, respectively, which declared Macusani's title to the 32 concessions invalid due to late receipt of the annual validity payment. Macusani successfully applied for injunctive relief on these 32 concessions in a Court in Lima, Peru, and the grant of the Precautionary Measures (Medida Cautelar) has restored and maintained the title, rights, and validity of those 32 concessions to Macusani. On November 2, 2021, the Company was made aware that the judicial ruling in relation to those 32 concessions had been issued in favour of the Company. The ruling restored full title to these concessions. On November 26, 2021, the Company confirmed that appeals of the judicial ruling were lodged by INGEMMET and MINEM, and subsequently other parties. The appeals were considered by a higher court tribunal on September 7, 2023. If the appeals are allowed, Macusani's title to the 32 concessions could be revoked. However, the Company would then have further legal options available to it at that time, including a further judicial appeal.
Potential conflicts of Interest: Certain of the Company's directors and officers may serve as directors and/or officers of other public and private companies and devote a portion of their time to managing other business interests. This may result in certain conflicts of interest, to the extent that such other companies may participate in ventures in which the Company is also participating. The laws of British Columbia require the directors and officers to act honestly, in good faith, and in the best interests of the Company. In addition, each director must declare his or her interest and abstain from voting on any contract or transaction in which the director may have a conflict of interest.
Permits and Licenses: The operations of the Company will require licenses and permits from various governmental authorities. There can be no assurance that the Company will be able to obtain all necessary licenses and permits that may be required to carry out exploration, development, and mining operations at its projects.
Mining Industry is Intensely Competitive: The Company's business will be the acquisition, exploration and development of resource properties. The mining industry is intensely competitive, and the Company will compete with other companies that have far greater resources.
Environmental Matters: Existing and possible future environmental legislation, regulations and actions could cause significant expense, capital expenditures, restrictions, and delays in the activities of the Company, the extent of which cannot be predicted, and which may well be beyond the capacity of the Company to fund. The Company's right to exploit any mining properties will be subject to various reporting requirements and to obtaining certain government approvals and there can be no assurance that such approvals, including environment approvals, will be obtained without inordinate delay or at all.
Foreign Operations: The Company is exposed to risks of political instability and changes in government policies, laws and regulations in Peru. The Company holds mineral interests in the Republic of Peru that may be adversely affected in varying degrees by political instability, government regulations relating to the mining industry and foreign investment therein, and the policies of other nations in respect of Peru. Any changes in regulations (including, without limitation, the New Uranium Regulations) or shifts in political conditions are beyond the Company's control and may adversely affect the Company's business. New laws, regulations and requirements may be retroactive in their effect and implementation. The Company's operations may be affected in varying degrees by government regulations, including those with respect to restrictions on production, price controls, export controls, income taxes, expropriation of property, employment, land use, water use, environmental legislation and mine safety. The Company's operations may also be adversely affected in varying degrees by government regulations, including those with respect to restrictions on foreign ownership, state-ownership of strategic resources, production, price controls, export controls, income taxes, expropriation of property, employment, land use, water use, environmental legislation, and mine safety. There is no assurance that permits can be obtained, or that delays will not occur in obtaining all necessary permits or renewals of such permits for existing properties or additional permits required in connection with future exploration and development programs. In the event of a dispute arising at the Company's foreign operations, the Company may be subject to the exclusive jurisdiction of foreign courts or may not be successful in subjecting foreign persons to the jurisdiction of courts in Canada. The Company may also be hindered or prevented from enforcing its rights with respect to a government entity or instrumentality because of the doctrine of sovereign immunity. Government authorities in emerging market countries often have a high degree of discretion and at times may appear to act selectively or arbitrarily, and sometimes in a manner that may not be in full accordance with the rule of law or that may be influenced by political or commercial considerations. Unlawful, selective, or arbitrary governmental actions could include denial or withdrawal of licenses, sudden and unexpected tax audits, and civil actions. Although unlawful, selective, or arbitrary government action may be challenged in court, such action, if directed at the Company or its shareholders, could have a material adverse effect on the Company's business, results of operations, financial condition and future prospects.
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Management's Discussion and Analysis |
Since December 2022, Peru has experienced an increased level of civil unrest and political protests. Civil unrest has led to disruptions in the ability of foreign nationals to travel to and from Peru, and has limited the ability of the Company to ensure the safety of personnel visiting operations in Peru. On-ground exploration work in Peru has been suspended due to protests and unrest in the Puno region near the projects. The Company's cessation of exploration activities was supported by the local communities, all of which are not protesting but do not wish to become targets of the protests. The Company continues to closely monitor the situation and will only resume exploration activities once it is safe to do so for all employees, contractors and community members.
Fluctuation of Metal Prices: Even if commercial quantities of mineral deposits are discovered by the Company, there is no guarantee that a profitable market will exist for the sale of the metals produced. Factors beyond the control of the Company may affect the marketability of any substances discovered. The prices of various metals have experienced significant movement over short periods of time and are 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 due to improved mining and production methods. The supply of and demand for metals are affected by various factors, including political events, economic conditions, and production costs in major producing regions. There can be no assurance that the price of any mineral deposit will be such that any of its resource properties could be mined at a profit.
No Assurance of Profitability: The Company has no history of earnings and, due to the nature of its proposed business, there can be no assurance that the Company will ever be profitable. The Company has not paid dividends on its shares and does not anticipate doing so in the foreseeable future. The only present source of funds available to the Company is from the sale of its common shares or, possibly, the sale or optioning of a portion of its interest in its resource properties. Even if the results of exploration are encouraging, the Company may not have sufficient funds to conduct the further exploration that may be necessary to determine whether or not a commercially mineable deposit exists. While the Company may generate additional working capital through further equity offerings or through the sale or possible syndication of its properties, there can be no assurance that any such funds will be available on favourable terms, or at all. At present, it is impossible to determine what amounts of additional funds, if any, may be required. Failure to raise such additional capital could put the continued viability of the Company at risk.
Financing Risks: The Company has no source of operating cash flow and has no assurance that additional funding will be available to it for further exploration and development of its projects. Although the Company has been successful in the past in obtaining financing through the sale of equity securities, there can be no assurance that it will be able to obtain adequate financing in the future or that the terms of such financing will be favourable. Failure to obtain such additional financing could result in delay or indefinite postponement of further exploration and development of its projects with the possible loss of such properties.
|
Management's Discussion and Analysis |
Financial Resources: The nature of the development of the Company's properties will depend upon the Company's ability to obtain financing through the joint venturing of projects, private placement financing, public financing or other means. There can be no assurance that the Company will be successful in obtaining the required financing. Failure to raise the required funds could result in the Company losing, or being required to dispose of, its interest in its properties. In particular, failure by the Company to raise the funding necessary to maintain in good standing its various option agreements could result in the loss of its rights to such properties.
Dependence Upon Others and Key Personnel: The success of the Company's operations will depend upon numerous factors, many of which are beyond the Company's control, including (i) the ability to design and carry out appropriate exploration programs on its resource properties; (ii) the ability to produce minerals from any resource deposits that may be located; (iii) the ability to attract and retain additional key personnel in exploration, marketing, mine development and finance; and (iv) the ability and the operating resources to develop and maintain the properties held by the Company. These and other factors will require the use of outside suppliers as well as the talents and efforts of the Company and its consultants and employees. There can be no assurance of success with any or all of these factors on which the Company's operations will depend, or that the Company will be successful in finding and retaining the necessary employees, personnel and/or consultants in order to be able to successfully carry out such activities.
Estimates of Mineral Resources May Prove to Be Inaccurate: Calculations of mineral resources, mineral reserves and metal recovery are estimates only, and there can be no assurance about the quantity and grade of minerals until reserves or resources are actually mined. Until reserves or resources are mined and processed, the quantity of reserves or resources and grades must be considered as estimates only. In addition, the quantity of reserves or resources may vary depending on commodity prices. Any material change in the quantity of resources, grade or stripping ratio or recovery rates may adversely affect the economic viability of the Projects and the Company's financial condition and prospects.
PEA Results Are Preliminary in Nature: PEA's are preliminary in nature and include inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves. There is no certainty the results of the PEA's will be realized. Mineral resources are not mineral reserves and do not have demonstrated economic viability. Additional work is required to upgrade the mineral resources to mineral reserves. In addition, the mineral resource estimates could be materially affected by environmental, geotechnical, permitting, legal, title, taxation, socio-political, marketing, or other relevant factors.
Government Regulation: The Company's business interests and operations are subject to the laws and regulations of the jurisdictions in which the Company operates. These laws and regulations are wide-ranging and oversee social license, exploration, development, taxes, employee labour standards, health and safety, environmental protection, human rights, anticorruption measures and matters related to later stage operating companies including but not limited to production, exports, waste disposal and tailings management, safe handling of toxic substances, water usage and greenhouse gases. Compliance with such laws and regulations increases the costs of planning, designing, drilling, developing, constructing, operating, managing, closing, reclaiming, and rehabilitating a mine or other facilities. Introduction of new laws, amendments to current laws and regulations governing mining activities and operations or more stringent implementation or arbitrary interpretation thereof could have a material adverse effect on the Company, increase costs, cause a reduction in levels of production, and delay or prevent the development of the Company's projects. Regulatory enforcement, in the form of compliance or infraction notices, has occurred in the past and, while the current risks related to such enforcement are not expected to be material, the risk of material fines or corrective action cannot be ruled out in the future.
Uninsured or Uninsurable Risks: The Company may become subject to liability for pollution or hazards against which it cannot insure or against which it may elect not to insure where premium costs are disproportionate to the Company's perception of the relevant risks. The payment of such insurance premiums and of such liabilities would reduce the funds available for exploration and production activities.
|
Management's Discussion and Analysis |
Exploration and Development Activities Are Inherently Risky: The business of exploration and extraction involves a high degree of risk. Few properties that are explored are ultimately developed into production. Unusual or unexpected formations, formation pressures, power outages, labour disruptions, explosions, cave-ins, landslides, and the inability to obtain suitable or adequate machinery, equipment or labour are other risks involved in the conduct of exploration programs. These factors can all affect the timing, cost and success of exploration programs and any future development. Although the Company carries liability insurance with respect to its exploration operations, the Company may become subject to liability for damage to life and property, environmental damage, cave-ins, or hazards against which it cannot insure or against which it may elect not to insure.
Previous operations may have caused environmental damage at certain of the Company's properties. It may be difficult or impossible to assess the extent to which such damage was caused by the Company or by the activities of previous operators, in which case, any indemnities and exemptions from liability may be ineffective, and the Company may be responsible for the costs of reclamation.
Price Fluctuations and Share Price Volatility: 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 those considered development stage companies, have experienced wide fluctuations in price which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. There can be no assurance that continual and extreme fluctuations in price will not occur.
Rights or Claims of Indigenous Groups: The Company's properties may be located in areas presently or previously inhabited or used by indigenous peoples and may be affected by evolving regulations regarding the rights of indigenous peoples. The Company's operations are subject to national and international laws, codes, resolutions, conventions, guidelines and other similar rules respecting the rights of indigenous peoples, including the provisions of ILO Convention 169. ILO Convention 169 mandates, among other things, that governments consult with indigenous peoples who may be impacted by mining projects prior to granting rights, permits or approvals in respect of such projects. The Company's current or future operations are subject to a risk that one or more groups of indigenous people may oppose continued operation, further development, or new development on those projects or operations on which the Company holds an interest. Such opposition may be directed through legal or administrative proceedings or protests, roadblocks or other forms of public expression against the Company or the owner/operators' activities and may require the modification of, or preclude operation or development of projects, or may require the entering into of agreements with indigenous people.
Surface Rights and Access: Although the Company acquires the rights to some or all of the minerals in the ground subject to the tenures that it acquires, or has a right to acquire, in most cases it does not thereby acquire any rights to, or ownership of, the surface to the areas covered by its mineral tenures. In such cases, applicable mining laws usually provide for rights of access to the surface for the purpose of carrying on mining activities, however, the enforcement of such rights can be costly and time consuming. In areas where there are no existing surface rights holders, this does not usually cause a problem, as there are no impediments to surface access. However, in areas where there are local populations or landowners, it is necessary, as a practical matter, to negotiate surface access. There can be no guarantee that, despite having the right at law to access the surface and conduct mining activities, the Company will be able to negotiate a satisfactory agreement with any such existing landowners/occupiers for such access, and therefore it may be unable to carry out mining activities. In addition, in circumstances where such access is denied, or no agreement can be reached, the Company may need to rely on the assistance of local officials or the courts in such jurisdictions. The Company's properties are primarily located on land administered by the United States Bureau of Land Management, and access is permitted subject to the completion of certain filings, tax payments and other obligations as are customary for mineral exploration companies operating in the State of Nevada.
If any of the Company's properties moves to a development stage, the Company would be subject to additional risks respecting any development and production activities.
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Management's Discussion and Analysis |
No Known Mineral Reserves: Despite exploration work on the Company's mineral property interests, to date no mineral reserves have been established thereon. In addition, the Company is still engaged in exploration on all of its material properties in order to determine if any economic deposits exist thereon. The Company may expend substantial funds on exploring some of its properties only to abandon them and lose its entire expenditure on the properties if no commercial or economic quantities of minerals are found. Even if commercial quantities of minerals are discovered, the exploration properties might not be brought into a state of commercial production. Finding mineral deposits is dependent on a number of factors, including the technical skill of exploration personnel involved. The commercial viability of a mineral deposit once discovered is also dependent on a number of factors, some of which are the particular attributes of the deposit, such as content of the deposit including harmful substances, size, grade, and proximity to infrastructure, as well as metal prices and the availability of power and water in sufficient supply to permit development. Most of these factors are beyond the control of the entity conducting such mineral exploration. The Company is an exploration and development stage company with no history of pre-tax profit and no income from its operations. There can be no assurance that the Company's operations will be profitable in the future. There is no certainty that the expenditures to be made by the Company in the exploration and development of its properties will result in discoveries of mineralized material in commercial quantities. Most exploration projects do not result in the discovery of commercially mineable deposits and no assurance can be given that any particular level of recovery of mineral reserves will in fact be realized or that any identified mineral deposit will ever qualify as a commercially mineable (or viable) mineral deposit which can be legally and economically exploited. There can be no assurance that minerals recovered in small scale tests will be duplicated in large scale tests under on-site conditions or in production. If the Company is unsuccessful in its exploration and development efforts, it may be forced to acquire additional projects or cease operations.
Climate Change Risks: The Company acknowledges climate change as an international and community concern, and it supports and endorses various initiatives for voluntary actions consistent with international initiatives on climate change. However, in addition to voluntary actions, governments are moving to introduce climate change legislation and treaties at the international, national, state/provincial and local levels. Where legislation already exists, regulation relating to emission levels and energy efficiency is becoming more stringent. Some of the costs associated with reducing emissions can be offset by increased energy efficiency and technological innovation. However, if the current regulatory trend continues, the Company expects that this could result in increased costs at its operations in the future.
Litigation Risk: In the ordinary course of the Company's business, it may become party to new litigation or other proceedings in local or international jurisdictions in respect of any aspect of its business, whether under criminal law, contract or otherwise. The causes of potential litigation cannot be known and may arise from, among other things, business activities, employment matters, including compensation issues, environmental, health and safety laws and regulations, tax matters, volatility in the Company's stock price, failure to comply with disclosure obligations or labour disruptions at its project sites. Regulatory and government agencies may initiate investigations relating to the enforcement of applicable laws or regulations and the Company may incur expenses in defending them and be subject to fines or penalties in case of any violation and could face damage to its reputation. The Company may attempt to resolve disputes involving foreign contractors/suppliers through arbitration in another county and such arbitration proceedings may be costly and protracted, which may have an adverse effect on the Company's financial condition. Litigation may be costly and time-consuming and can divert the attention of management and key personnel from the Company's operations and, if adjudged adversely to the Company, may have a material and adverse effect on the Company's cash flows, results of operations and financial condition. In May 2021, the Ontario Securities Commission ("OSC") issued a Notice of Hearing and Statement of Allegations to Plateau and two of its officers (collectively, the "Executives"), commencing regulatory proceedings to consider whether Plateau met obligations related to continuous disclosure, associated filings and related activities with respect to the status of Plateau's title to 32 mineral concessions in Peru. In November 2022, Plateau and the Executives concluded a settlement with the OSC and the matter is now closed. In addition, proceeds from a directors & officers insurance claim recouped a portion of the legal fees associated with these proceedings.
Costs of Land Reclamation: It is difficult to determine the exact amounts which will be required to complete all land reclamation activities in connection with the properties in which the Company holds an interest. Reclamation bonds and other forms of financial assurance represent only a portion of the total amount of money that will be spent on reclamation activities over the life of a mine. Accordingly, it may be necessary to revise planned expenditures and operating plans in order to fund reclamation activities. Such costs may have a material adverse impact upon the financial condition and results of operations of the Company.
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Management's Discussion and Analysis |
Foreign Currency Risk: The Company and its subsidiaries incur significant purchases denominated in currencies other than the presentation currency, the Canadian dollar, and are subject to foreign currency risk on assets and liabilities denominated in currencies other than the Canadian dollar. Exploration expenditures are transacted in United States Dollars, Peruvian New Soles and Australian Dollars, and the Company is exposed to risk of exchange rate fluctuation between the Canadian dollar and these currencies. The Company does not hedge the foreign currency balances.
Corruption and Bribery Laws: The Company's operations are governed by, and involve interactions with, many levels of government in other countries. The Company is required to comply with anti-corruption and anti-bribery laws, including the Criminal Code, and the Corruption of Foreign Public Officials Act (Canada), as well as similar laws in the countries in which the Company conducts its business. In recent years, there has been a general increase in both the frequency of enforcement and the severity of penalties under such laws, resulting in greater scrutiny and punishment to companies convicted of violating anti-corruption and anti-bribery laws. Measures that the Company has adopted to mitigate these risks are not always effective in ensuring that the Company, its employees or third-party agents will comply strictly with such laws. Furthermore, a company may be found liable for violations by not only its employees, but also by its contractors and third-party agents. If the Company finds itself subject to an enforcement action or is found to be in violation of such laws, this may result in significant penalties, fines and/or sanctions imposed on the Company resulting in a material adverse effect on the Company's reputation and results of its operations.
Related Party Transactions
Key management personnel include those persons having authority and responsibility for planning, directing, and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist of executive and non-executive members of the Company's Board of Directors and corporate officers.
|
|
For the six months, ended August 31, |
|
|
|
2023 |
2022 |
|
|
$ |
$ |
|
Exploration and evaluation expenditures |
- |
214,472 |
|
Management fees |
1,033,500 |
828,954 |
|
Share-based compensation |
5,923,071 |
3,104,630 |
|
|
6,956,571 |
4,148,056 |
Transactions with Surge, which is deemed to be a related party, have been disclosed in note 7 of the Company's condensed consolidated interim financial statements for the six months ended August 31, 2023 and 2022.
These transactions were in the normal course of operations.
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Management's Discussion and Analysis |
Critical Accounting Estimates
In the application of the Company's accounting policies, management is required to make judgments, apart from those requiring estimates, in applying accounting policies. The most significant estimate applying to the Company's financial statements include:
- the estimates and assumptions used in the determination of the measurement of the share-based payments.
The preparation of financial statements in accordance with IFRS requires the Company to make estimates and assumptions concerning the future. The Company's management reviews these estimates and underlying assumptions on an ongoing basis, based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Revisions to estimates are adjusted prospectively in the period in which the estimates are revised.
Financial Instruments and Risk Management
Fair value of financial instruments
The Company's financial instruments consist of cash and cash equivalents, GICs, short-term investments, amounts receivable, prepaid expenses and deposits and accounts payable and accrued liabilities. As at August 31, 2023, the Company classifies its short-term investments as FVTPL and its cash and cash equivalents, guaranteed investment certificates, amounts receivable, prepaid expenses and deposits, and accounts payable and accrued liabilities at amortized cost. For financial instruments at amortized cost, their carrying values approximate their fair values because of their current nature.
The Company classifies the fair value of these financial instruments according to the following hierarchy based on the amount of observable inputs used to value the instrument:
Level 1 - Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions occur in sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2 - Fair value measurements are those derived from inputs other than quoted prices that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (derived from prices).
Level 3 - Valuations in the level are those with inputs for the asset or liability that are not based on observable market data. The Company's common share purchase warrants in Surge (short-term investments) are classified under Level 3.
The Company's financial instruments are exposed to the following risks:
Credit Risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. Financial instruments which are potentially subject to credit risk for the Company consist primarily of cash and cash equivalents and short-term investments. The carrying amount of financial assets represents the maximum credit exposure. As at August 31, 2023, the Company has gross credit exposure relating to cash and cash equivalents and GICs of $21,866,938. The cash and cash equivalents and GICs are held at Canadian financial institutions and the Company considers the credit risk to be minimal.
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Management's Discussion and Analysis |
Liquidity Risk
Liquidity risk is the risk that the Company will not be able to meet its obligations as they come due. The Company's ability to continue as a going concern is dependent on management's ability to raise the required capital necessary to sustain operations through future equity or debt issuances. There can be no assurance that such financing will be available on a timely basis under terms acceptable to the Company. The Company manages its liquidity risk by forecasting cash flows from operations and anticipating any investment and financing activities. As at August 31, 2023, the Company had a cash and cash equivalents balance of $19,800,215 to settle current liabilities of $2,424,868. Liquidity risk is assessed as low.
Foreign Exchange Risk
The Company is exposed to foreign currency risk on fluctuations related to cash and cash equivalents, reclamation deposits, and accounts payable and accrued liabilities that are denominated in a foreign currency. As at August 31, 2023, the Company had net assets (liabilities) of US$6,567,484 and AUD($74,849). A 10% fluctuation in the foreign exchange rate of foreign currencies against the Canadian dollar would result in a foreign exchange gain/loss of approximately $882,088.
Interest Rate Risk
Interest rate risk is the risk the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company has cash and cash equivalents balances and GICs with interest based on the prime rate. The Company's current policy is to invest excess cash in investment-grade short-term deposit certificates issued by its banking institution. The Company periodically monitors the investments it makes and is satisfied with the credit ratings of its banks.
Price Risk
The Company is exposed to price risk related to its short-term investments, specifically on its Surge Warrants. The risk results from potential adverse fair value changes as a result of a change in market conditions. The Company's potential exposure to price risk is $6,298,000.
In addition, the Company's ability to raise capital to fund exploration or development activities is subject to risks associated with fluctuations in the market price of lithium and uranium. The Company closely monitors commodity prices to determine the appropriate course of action to be taken.
During the six months, ended August 31, 2023, and the year ended February 28, 2023, there were no transfers between level 1, level 2 and level 3 classified assets and liabilities.
Capital Management
The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern in order to pursue the exploration of its mineral properties and to maintain a flexible capital structure for its projects for the benefit of its stakeholders, to maintain creditworthiness and to maximize returns for shareholders over the long-term. The Company does not have any externally imposed capital requirements to which it is subject. As the Company is in the exploration stage, its principal source of funds is from the issuance of common shares. The Company includes the components of shareholders' equity in its management of capital.
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 to raise cash and obtain bridging loans from related parties. The Company's investment policy is to invest its cash in low-risk investment instruments in financial institutions with terms to maturity selected with regards to the expected time of expenditures from continuing operations.
There were no changes in the Company's management of capital during the six months ended August 31, 2023.
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Management's Discussion and Analysis |
Outstanding Share Data
As at the date of this report:
a) Authorized: unlimited common shares without par value.
b) Issued and outstanding: 214,655,814 common shares.
c) Outstanding stock options:
|
Number of options |
Number of options |
Exercise |
Expiry date |
|
|
|
$ |
|
|
166,750 |
166,750 |
2.24 |
April 23, 2024 |
|
200,000 |
200,000 |
0.25 |
February 4, 2025 |
|
1,729,167 |
1,729,167 |
1.28 |
September 17, 2025 |
|
51,515 |
51,515 |
1.03 |
December 9, 2025 |
|
5,758,334 |
5,758,334 |
2.17 |
June 10, 2026 |
|
1,323,000 |
1,323,000 |
3.63 |
February 16, 2027 |
|
100,000 |
100,000 |
2.74 |
June 29, 2027 |
|
250,000 |
250,000 |
1.91 |
July 4, 2027 |
|
150,000 |
112,500 |
2.14 |
October 4, 2027 |
|
1,215,000 |
809,996 |
4.85 |
February 2, 2028 |
|
75,000 |
25,000 |
2.73 |
July 18, 2028 |
|
11,018,766 |
10,526,262 |
|
|
|
|
|
|
|
d) Outstanding warrants:
|
Number of warrants |
Exercise price |
Expiry date |
|
|
$ |
|
|
5,791,893 |
4.00 |
November 3, 2023 |
|
2,956,250 |
3.00 |
April 29, 2024 |
|
16,507,608 |
3.00 |
May 11, 2024 |
|
378,533* |
1.379 |
April 27, 2024 |
|
253,905* |
1.379 |
May 12, 2024 |
|
5,023* |
1.379 |
May 13, 2024 |
|
25,893,212 |
|
|
*Upon the exercise of each of these warrants, the holder will receive one common share and one-half share purchase warrant, each full share purchase warrant exercisable at $3.00 for one common share.
e) Restricted Stock Unit ("RSU"):
|
Number of RSUs |
Vesting Date |
|
|
|
|
2,900,000 |
February 16, 2024 |
|
225,000 |
July 4, 2024 |
|
150,000 |
October 4, 2024 |
|
2,380,000 |
February 2, 2025 |
|
75,000 |
July 18, 2025 |
|
5,730,000 |
|
|
Management's Discussion and Analysis |
f) Performance share units ("PSUs")
|
Number of PSUs |
|
2,000,000 |
|
2,000,000 |
Disclosure Controls and Procedures
Management is responsible for establishing and maintaining adequate internal controls over disclosure controls and procedures, as defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings of the Canadian Securities Administrators. Disclosure controls and procedures are designed to provide reasonable assurance that all relevant information is gathered and reported to senior management, including the Company's Chief Executive Officer and Chief Financial Officer, on a timely basis so that appropriate decisions can be made regarding public disclosure, and that at information required to be disclosed by the Company which it files or submits under Canadian securities laws is recorded, processed, summarized and reported within the time periods specified by those laws. Any control system, no matter how well designed, has inherent limitations. Therefore, disclosure controls and procedures can only provide reasonable assurance with respect to timely disclosure of material information.
Internal controls over financial reporting
Internal controls have been designed to provide reasonable assurance regarding the reliability of the Company's financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company is required under Canadian securities laws to disclose herein any change in the Company's internal control over financial reporting that occurred during the Company's most recent period that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting. There were no changes in the Company's internal control over financial reporting during the quarter ended August 31, 2023, that management believes have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. It should be noted that a control system, including the Company's disclosure controls and procedures system and internal control over financial reporting system, no matter how well conceived can provide only reasonable, but not absolute, assurance that the objective of the control system will be met and it should not be expected that the Company's disclosure controls and procedures system and internal control over financial reporting will prevent or detect all reporting deficiencies whether caused by either error or fraud.
Other MD&A Requirements
Additional information relating to the Company may be found on SEDAR+ at www.sedarplus.ca including, but not limited to:
- The Company's unaudited condensed interim consolidated financial statements for the three and six months, ended August 31, 2023, and 2022; and
- the Company's audited consolidated financial statements for the years ended February 28, 2023, and 2022.
This MD&A has been approved for issuance by the Board on October 13, 2023.
Form 52-109F2
Certification of Interim Filings
Full Certificate
I, Simon Clarke, Chief Executive Officer of American Lithium Corp., certify the following:
1. Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of American Lithium Corp. (the "issuer") for the interim period ended August 31, 2023.
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
4. Responsibility: The issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer.
5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer and I have, as at the end of the period covered by the interim filings
(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.
5.1 Control framework: The control framework the issuer's other certifying officer and I used to design the issuer's ICFR is based on Internal Control - Integrated Framework (2013) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO).
5.2 ICFR - material weakness relating to design: Not applicable.
5.3 Limitation on scope of design: Not applicable
6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on March 1, 2023 and ended on August 31, 2023 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.
Date: October 16, 2023
/s/ Simon Clarke
Simon Clarke
Chief Executive Officer
Form 52-109F2
Certification of Interim Filings
Full Certificate
I, Philip Gibbs, Chief Financial Officer of American Lithium Corp., certify the following:
1. Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of American Lithium Corp. (the "issuer") for the interim period ended August 31, 2023.
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
4. Responsibility: The issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer.
5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer and I have, as at the end of the period covered by the interim filings
(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.
5.1 Control framework: The control framework the issuer's other certifying officer and I used to design the issuer's ICFR is based on Internal Control - Integrated Framework (2013) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO).
5.2 ICFR - material weakness relating to design: Not applicable.
5.3 Limitation on scope of design: Not applicable
6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on March 1, 2023 and ended on August 31, 2023 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.
Date: October 16, 2023
/s/ Philip Gibbs
Philip Gibbs
Chief Financial Officer