American Lithium Corp 6-K, filed Jul 16, 2024
American Lithium Corp. (AMLIF)
About this 6-K
American Lithium Corp filed this 6-K on July 16, 2024.
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 July 2024
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: July 15, 2024 | /s/ Simon Clarke |
| Simon Clarke | |
| Chief Executive Officer & Director |
EXHIBIT INDEX
American Lithium Corp.
Condensed Interim Consolidated Financial Statements
For the three months ended May 31, 2024 and 2023
(Expressed in Canadian Dollars)
American Lithium Corp.
Table of Contents
NOTICE OF NO AUDITOR REVIEW OF
CONDENSED INTERIM CONSOLIDATED 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 consolidated financial statements, they must be accompanied by a notice indicating that the condensed interim consolidated financial statements have not been reviewed by an auditor.
The accompanying unaudited condensed interim consolidated financial statements have been prepared by and are the responsibility of management.
The Company's independent auditor has not performed a review of these condensed interim consolidated financial statements in accordance with the standards established by the Chartered Professional Accountants of Canada for a review of condensed interim consolidated financial statements by an entity's auditor.
| American Lithium Corp. Condensed Interim Consolidated Statements of Financial Position (Expressed in Canadian Dollars - unaudited) |
| May 31, | February 29, | ||||||
| Notes | 2024 | 2024 | |||||
| $ | $ | ||||||
| Assets | |||||||
| Current assets | |||||||
| Cash and cash equivalents | 4 | 8,965,001 | 11,889,416 | ||||
| Short-term investment | 5 | 2,966,760 | 4,451,480 | ||||
| Amounts receivable | 107,607 | 616,042 | |||||
| Prepaid expenses and deposits | 2,009,819 | 2,482,159 | |||||
| 14,049,187 | 19,439,097 | ||||||
| Non-current assets | |||||||
| Investment in Surge Battery Metals Inc. | 6 | 1,611,170 | 1,828,201 | ||||
| Reclamation deposits | 7 | 595,937 | 593,009 | ||||
| Property and equipment | 8 | 1,113,173 | 1,174,268 | ||||
| Right-of-use assets | 9 | 91,382 | 100,835 | ||||
| Exploration and evaluation assets | 10 | 150,459,421 | 150,459,421 | ||||
| 153,871,083 | 154,155,734 | ||||||
| Total assets | 167,920,270 | 173,594,831 | |||||
| Liabilities | |||||||
| Current liabilities | |||||||
| Accounts payable and accrued liabilities | 12 | 1,744,632 | 2,174,324 | ||||
| Deferred revenue | 6 | - | 60,000 | ||||
| Current portion of deferred gain on short-term investment | 5 | 842,286 | 842,286 | ||||
| Current portion of lease liabilities | 9 | 40,195 | 39,013 | ||||
| 2,627,113 | 3,115,623 | ||||||
| Non-current liabilities | |||||||
| Deferred gain on short-term investment | 5 | 842,286 | 1,052,857 | ||||
| Lease liabilities | 9 | 67,403 | 77,906 | ||||
| 909,689 | 1,130,763 | ||||||
| Total liabilities | 3,536,802 | 4,246,386 | |||||
| Equity | |||||||
| Share capital | 11 | 273,839,125 | 273,823,462 | ||||
| Equity reserves | 11 | 56,170,566 | 54,145,037 | ||||
| Deficit | (166,363,941 | ) | (159,171,337 | ) | |||
| Accumulated other comprehensive income | 737,718 | 551,283 | |||||
| 164,383,468 | 169,348,445 | ||||||
| Total liabilities and equity | 167,920,270 | 173,594,831 |
Nature of operations and going concern (Note 1)
Approved on behalf of the Board of Directors on July 12, 2024:
| /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) |
| For the three months ended | |||||||
| Notes | Friday, May 31, 2024 | Wednesday, May 31, 2023 | |||||
| $ | $ | ||||||
| Operating Expenses | |||||||
| Conferences and tradeshows | 52,902 | 86,677 | |||||
| Consulting and employment costs | 197,595 | 217,101 | |||||
| Depreciation | 8,9 | 70,548 | 28,641 | ||||
| Exploration and evaluation expenditures | 12 | 1,750,741 | 4,735,199 | ||||
| Foreign exchange (gain) loss | (19,724 | ) | 44,833 | ||||
| General and administrative | 130,916 | 75,717 | |||||
| Insurance | 347,553 | 395,040 | |||||
| Interest - lease obligations | 9 | 3,415 | 6,605 | ||||
| Management and directors fees | 10 | 501,750 | 516,750 | ||||
| Marketing | 204,715 | 234,119 | |||||
| Professional fees | 564,988 | 428,522 | |||||
| Regulatory and transfer agent fees | 67,622 | 58,318 | |||||
| Share-based compensation | 11,12 | 2,030,350 | 4,677,327 | ||||
| Travel | 4,167 | 61,593 | |||||
| (5,907,538 | ) | (11,566,442 | ) | ||||
| Other items | |||||||
| Advisory fee income | 6 | 60,000 | - | ||||
| Deferred gain recognition | 6 | 210,571 | - | ||||
| Loss on short-term investment | 5 | (1,484,720 | ) | - | |||
| Interest and miscellaneous income | 146,114 | 440,819 | |||||
| Share of loss from equity investment in Surge Battery Metals Inc. | 6 | (205,681 | ) | - | |||
| Dilution loss on investment in Surge Battery Metals Inc. | 6 | (11,350 | ) | - | |||
| Net loss for the period | (7,192,604 | ) | (11,125,623 | ) | |||
| Other comprehensive loss | |||||||
| Foreign currency translation adjustment | 186,435 | 3,208 | |||||
| Comprehensive loss for the period | (7,006,169 | ) | (11,122,415 | ) | |||
| Basic and diluted loss per share | (0.03 | ) | (0.05 | ) | |||
| Weighted average number of common shares outstanding - basic and diluted | 217,556,449 | 214,329,604 | |||||
| American Lithium Corp. |
| Condensed Interim Condensed Interim Consolidated Statements of Cash Flows |
| (Expressed in Canadian Dollars - unaudited) |
| For the three months ended | |||||||
| Notes | Friday, May 31, 2024 | Wednesday, May 31, 2023 | |||||
| $ | $ | ||||||
| OPERATING ACTIVITIES | |||||||
| Net loss for the period | (7,192,604 | ) | (11,125,623 | ) | |||
| Items not affecting cash and cash equivalents: | - | ||||||
| Depreciation | 8,9 | 70,548 | 28,641 | ||||
| Interest - lease obligations | 9 | 3,415 | 6,606 | ||||
| Share-based compensation | 11,12 | 2,030,350 | 4,677,327 | ||||
| Deferred gain on short-term investment | 6 | (210,571 | ) | - | |||
| Loss on short-term investment | 5 | 1,484,720 | - | ||||
| Share of loss from equity investment in Surge Battery Metals Inc. | 6 | 205,681 | - | ||||
| Dilution loss on investment in Surge Battery Metals Inc. | 6 | 11,350 | - | ||||
| Accrued interest receivable | (119,237 | ) | (128,153 | ) | |||
| Changes in non-cash working capital items: | - | - | |||||
| Amounts receivable | 627,672 | (11,256 | ) | ||||
| Prepaid expenses and deposits | 472,340 | (602,952 | ) | ||||
| Accounts payable and accrued liabilities | (429,691 | ) | 223,152 | ||||
| Deferred revenue | (60,000 | ) | - | ||||
| Cash used in operating activities | (3,106,027 | ) | (6,932,258 | ) | |||
| INVESTING ACTIVITIES | |||||||
| Redemption of guaranteed investment certificates | - | 12,101,301 | |||||
| Purchase of guaranteed investment certificates | - | (7,257,649 | ) | ||||
| Purchase of equipment | 8 | - | (150,213 | ) | |||
| Cash provided by investing activities | - | 4,693,439 | |||||
| FINANCING ACTIVITIES | |||||||
| Stock options exercised | - | 801,908 | |||||
| Warrants exercised | 10,842 | 16,716 | |||||
| Repayment of lease liabilities | 10 | (12,736 | ) | (24,386 | ) | ||
| Cash provided by financing activities | (1,894 | ) | 794,238 | ||||
| Effect of foreign exchange on cash and cash equivalents | 183,506 | 5,679 | |||||
| Change in cash and cash equivalents during the period | (2,924,415 | ) | (1,438,902 | ) | |||
| Cash and cash equivalents, beginning of period | 11,889,416 | 11,985,766 | |||||
| Cash and cash equivalents, end of period | 8,965,001 | 10,546,864 | |||||
| Supplementary cash flow disclosures (Note 16) | |||||||
| 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, 2023 (restated) (1) | 214,088,980 | 261,911,478 | 49,215,413 | (119,267,247 | ) | 530,423 | 192,390,067 | ||||||||||||
| Share-based compensation | - | - | 4,677,327 | - | - | 4,677,327 | |||||||||||||
| Stock options exercised | 540,600 | 1,363,257 | (561,349 | ) | - | - | 801,908 | ||||||||||||
| Warrants exercised | 5,572 | 17,479 | (763 | ) | - | - | 16,716 | ||||||||||||
| Loss for the period | - | - | - | (11,125,623 | ) | - | (11,125,623 | ) | |||||||||||
| Foreign currency translation adjustment | - | - | - | - | 3,208 | 3,208 | |||||||||||||
| Balance as at May 31, 2023 (restated) (1) | 214,635,152 | 263,292,214 | 53,330,628 | (130,392,870 | ) | 533,631 | 186,763,603 | ||||||||||||
| Share-based compensation | 11 | - | - | 11,316,352 | - | - | 11,316,352 | ||||||||||||
| Restricted share units vested | 11 | 2,900,000 | 10,469,000 | (10,469,000 | ) | - | |||||||||||||
| Warrants exercised | 11 | 20,735 | 62,248 | (32,943 | ) | - | - | 29,305 | |||||||||||
| Loss for the period | - | - | - | (28,778,467 | ) | - | (28,778,467 | ) | |||||||||||
| Foreign currency translation adjustment | - | - | - | - | 17,652 | 17,652 | |||||||||||||
| Balance as at February 28, 2024 | 217,555,887 | 273,823,462 | 54,145,037 | (159,171,337 | ) | 551,283 | 169,348,445 | ||||||||||||
| Share-based compensation | 11 | - | - | 2,030,350 | - | - | 2,030,350 | ||||||||||||
| Warrants exercised | 11 | 3,614 | 15,663 | (4,821 | ) | - | - | 10,842 | |||||||||||
| Loss for the period | - | - | - | (7,192,604 | ) | - | (7,192,604 | ) | |||||||||||
| Foreign currency translation adjustment | - | - | - | - | 186,435 | 186,435 | |||||||||||||
| Balance as at May 31, 2024 | 217,559,501 | 273,839,125 | 56,170,566 | (166,363,941 | ) | 737,718 | 164,383,468 |
(1) The opening balances of "Equity Reserves" and "Deficit" were changed to reflect the accounting policy change indicated in Note 3 of the Consolidated Financial Statements as at February 29,2024.
| American Lithium Corp. Notes to the Condensed Interim Consolidated Financial Statements For the three months ended May 31, 2024 and 2023 (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 United 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 NASDAQ exchange under the symbol "AMLI", and on the Frankfurt Stock Exchange under the symbol "5LA".
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 condensed interim consolidated 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 May 31, 2024 the Company had a working capital position of $11,422,074 (February 28, 2024 - $16,323,474), and for the three months ended May 31, 2024, incurred a net loss of $7,192,604 (May 31, 2023 - $11,125,623). Furthermore, as at May 31, 2024, the Company had an accumulated deficit of $166,363,941 (February 28, 2024 - $159,171,337), 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 May 31, 2024, 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 consolidated financial statements were approved and authorized for issue by the Board of Directors on July 12, 2024.
Basis of measurement
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 consolidated financial statements have been prepared using the accrual basis of accounting except for cash flow disclosure.
| American Lithium Corp. Notes to the Condensed Interim Consolidated Financial Statements For the three months ended May 31, 2024 and 2023 (Expressed in Canadian Dollars – unaudited) |
2. BASIS OF PRESENTATION (continued)
The condensed interim consolidated financial statements are presented in Canadian dollars unless otherwise noted. The Canadian dollar is also the functional currency of the Company and its subsidiaries, except for Macusani Yellowcake S.A.C. and Macusani Uranium S.A.C. where the functional currency is the United States dollar.
Principles of consolidation
The 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. | Peru |
| Macusani Uranium S.A.C. | 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.
Subsidiaries are entities over which the Company has exposure to variable returns from its involvement and has the ability to use power over the investee to affect its returns. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Company controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Company until the date on which control ceases.
3. MATERIAL ACCOUNTING POLICY INFORMATION
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 29, 2024. Therefore, it is recommended that these condensed interim consolidated financial statements be read in conjunction with the audited annual consolidated financial statements of the Company for the years ended February 29,2024 and February 28, 2023.
| American Lithium Corp. Notes to the Condensed Interim Consolidated Financial Statements For the three months ended May 31, 2024 and 2023 (Expressed in Canadian Dollars – unaudited) |
3. MATERIAL ACCOUNTING POLICY INFORMATION (continued)
Judgements and estimates
The preparation of annual 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
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 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 key areas of judgement and estimation impacting these 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 6)
- The Company's investment in Surge Battery Metals Inc. required the use of the Black-Scholes option pricing model to determine the discount for lack of marketability applied to the initial value of the Surge common shares and to value the Surge 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 months ended May 31, 2024 and 2023 (Expressed in Canadian Dollars – unaudited) |
3. MATERIAL ACCOUNTING POLICY INFORMATION (continued)
Determination of significant influence
- The accounting for investments in other companies can vary depending on the degree of control and influence over those other companies. Management is required to assess at each reporting date the Company's control and influence over these other companies. Management has used its judgment to determine which companies are controlled and require consolidation and those which are significantly influenced and require equity accounting. As at May 31, 2024, the Company determined it has significance influence in Surge Battery Metals Inc. (note 6).
Accounting pronouncements not yet adopted
IFRS 18 Presentation and Disclosure in Financial Statements, which will replace IAS 1, Presentation of Financial Statements aims to improve how companies communicate in their financial statements, with a focus on information about financial performance in the statement of profit or loss, in particular additional defined subtotals, disclosures about management-defined performance measures and new principles for aggregation and disaggregation of information. IFRS 18 is accompanied by limited amendments to the requirements in IAS 7 Statement of Cash Flows. IFRS 18 is effective from 1 January 2027. Companies are permitted to apply IFRS 18 before that date.
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
| May 31, 2024 | February 29, 2024 | |||||
| $ | $ | |||||
| Cash held in banks | 1,702,714 | 2,082,134 | ||||
| Redeemable guaranteed investment certificates | 7,262,287 | 9,807,282 | ||||
| 8,965,001 | 11,889,416 |
The Company's cash and cash equivalents include an aggregate of $7,262,287 in redeemable guaranteed investment certificates ("GICs") including accumulated interest from Canadian financial institutions, which earn interest at rates ranging from 4.40% - 5.70% per annum and mature between October 24, 2024, and January 10, 2025.
The Company's GICs that are included in cash and cash equivalents are fully redeemable without a loss of accumulated interest.
5. SHORT-TERM INVESTMENT
As part of the Company's strategic investment in Surge Battery Metals Inc.'s ("Surge") private placement (note 6), the Company was issued 13,400,000 common share purchase warrants ("Warrants"). The Warrants are exercisable at $0.55 per Warrant for a period of three years from June 9, 2023. The Warrants are financial assets carried at FVTPL and are revalued at each reporting period end.
The following table provides a reconciliation of changes in the carrying value of the Warrants.
| American Lithium Corp. Notes to the Condensed Interim Consolidated Financial Statements For the three months ended May 31, 2024 and 2023 (Expressed in Canadian Dollars – unaudited) |
5. SHORT-TERM INVESTMENT (continued)
| $ | |||
| Balance, February 28, 2023 | - | ||
| Allocated transaction value of Surge's Warrants (note 6) | 2,297,143 | ||
| Deferred gain on Warrants (note 6) | 2,526,857 | ||
| Fair value of Warrants at date of acquisition | 4,824,000 | ||
| Loss on short-term investment for year ended February 29, 2024 | (372,520 | ) | |
| Balance, February 29, 2024 | 4,451,480 | ||
| Loss on short-term investment for the period ended May 31, 2024 | (1,484,720 | ) | |
| Balance, May 31, 2024 | 2,966,760 |
The Company determined the fair value of the Surge Warrants at May 31, 2024 was $2,966,760 (February 29, 2024 - $4,451,480) and therefore recognized an unrealized loss of $1,484,720 for the three months ended May 31, 2024 (May 31, 2024 - $nil).
The fair value of Surge's Warrants at May 31, 2024 was determined using the following inputs:
| May 31, 2024 | |||
| Expected volatility | 123% | ||
| Risk-free interest rate | 4.17% | ||
| Spot Price | 0.39 | ||
| Exercise Price | 0.55 | ||
| Time to expiration | 2.02 years | ||
| Dividend yield | Nil |
For the three months ended May 31, 2024, the Company recognized $210,571 (May 31, 2024 - $nil) of the deferred gain of Warrants recognized on the date of acquisition. The remaining liability of $1,684,572 (of which $842,286 is short-term) will be recognized over the term of the Warrants.
6. 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.
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 is 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. The common shares were valued based on the market price of Surge's common shares on the date of the transaction multiplied by a discount for lack of marketability ("DLOM") of 22.6%, determined by utilizing the Black-Scholes option pricing model. The Warrants were valued using Black-Scholes option pricing model with the spot price of the Warrants based on the DLOM price of Surge's common shares to reflect the 4-month hold period.
| American Lithium Corp. Notes to the Condensed Interim Consolidated Financial Statements For the three months ended May 31, 2024 and 2023 (Expressed in Canadian Dollars – unaudited) |
6. INVESTMENT IN SURGE BATTERY METALS INC. (continued)
The following Black-Scholes assumptions were utilized to value the discount for lack of marketability on the common shares and the Warrants at June 9, 2023:
| Common Shares | Warrants | |||||
| 4-month hold | ||||||
| Expected volatility | 102% | 132% | ||||
| Risk-free interest rate | 4.08% | 4.08% | ||||
| Spot Price | 0.62 | 0.48 | ||||
| Exercise Price | 0.62 | 0.55 | ||||
| Time to expiration | 4 months | 3 years | ||||
| Dividend yield | Nil | Nil |
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 is recognized over the three-year life of the Warrants (note 5).
After initial recognition, the Surge common shares and Warrants are separate financial assets, and therefore are valued separately. The Company determined that, through a combination of its shareholdings and its board representation, has significant influence over Surge on the date of acquisition, and therefore accounts for the investment using the equity method. The Warrants are fair valued at each reporting date (note 5).
As at May 31, 2024, the Company owns 13,400,000 shares of Surge, representing approximately 8.32% ownership of the investee, and has one of the five board of director seats of Surge. The Company also entered into a technical advisory agreement with Surge whereby the Company will have influence on the exploration activities of Surge.
Since Surge's financial statements are typically not publicly available at the time the Company files its financial statements, the share of Surge's results is recognized using a reporting period which is two months prior to that of the Company.
| $ | |||
| Balance, February 28, 2023 | - | ||
| Allocated transaction value of Surge's common shares | 3,062,857 | ||
| Share of loss for the seven-month period ended December 31, 2023 (1) | (814,238 | ) | |
| Dilution loss on investment in Surge(2) | (420,418 | ) | |
| Balance, February 29, 2024 | 1,828,201 | ||
| Share of loss for the three-month period ended March 31, 2023 (1) | (205,681 | ) | |
| Dilution loss on investment in Surge(2) | (11,350 | ) | |
| Balance, May 31, 2024 | 1,611,170 |
(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 March 31, 2024.
(2) The Company's initial investment in Surge represented 9.73% of the outstanding share capital of Surge, decreasing to 8.32% by the end of the three months period ended May 31, 2024, which resulted in a dilution loss of $11,350 (May 31, 2023 - $nil).
| American Lithium Corp. Notes to the Condensed Interim Consolidated Financial Statements For the three months ended May 31, 2024 and 2023 (Expressed in Canadian Dollars – unaudited) |
6. INVESTMENT IN SURGE BATTERY METALS INC. (continued)
The trading price of Surge's common shares on May 31, 2024, was $0.39. The quoted market value of the investment in Surge was $5,226,000.
Surge's unaudited loss and comprehensive loss for the period is as follows:
| Three Months ended March 31, 2024 |
|||
| Comprehensive loss for the period (per Surge Financial Statements) | (2,096,664 | ) | |
| Exploration & evaluation expenditures | (375,714 | ) | |
| Comprehensive loss for the period (in accordance with ALC's accounting policies) | (2,472,378 | ) |
Select information from Surge's statements of financial position is as follows:
| March 31, 2023 | |||
| Current assets | 5,645,922 | ||
| Non-current assets (per Surge Financial Statements) | 10,090,011 | ||
| Exploration & evaluation expenditures | (5,289,775 | ) | |
| Non-current assets (In accordance with ALC's accounting policies) | 4,800,236 | ||
| Current liabilities | 167,178 |
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. For the three months period ended May 31, 2024, the Company recognized $60,000 of revenue related to the advisory engagement and $nil of deferred revenue remained on the Company's statement of financial position.
7. RECLAMATION DEPOSITS
As at May 31, 2024, reclamation deposits of $595,937 (February 29, 2024 - $593,009) 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 10.
| American Lithium Corp. Notes to the Condensed Interim Consolidated Financial Statements For the three months ended May 31, 2024 and 2023 (Expressed in Canadian Dollars – unaudited) |
8. PROPERTY AND EQUIPMENT
| Computer Equipment |
Furniture and Office Equipment |
Machinery and Equipment |
Vehicles | Buildings | Leasehold Improvement |
Land | Total | |||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Cost: | ||||||||||||||||||||||||
| Balance, February 28, 2023 | 20,844 | 25,734 | - | - | - | 30,959 | - | 77,537 | ||||||||||||||||
| Additions | 45,857 | 81,005 | 695,413 | 120,635 | 337,215 | - | 76,309 | 1,356,434 | ||||||||||||||||
| Balance, February 29, 2024 and May 31, 2024 | 66,701 | 106,739 | 695,413 | 120,635 | 337,215 | 30,959 | 76,309 | 1,433,971 | ||||||||||||||||
| Accumulated depreciation: | ||||||||||||||||||||||||
| Balance, February 28, 2023 | 10,081 | 7,315 | - | - | - | 8,256 | - | 25,652 | ||||||||||||||||
| Depreciation for the year | 17,892 | 21,528 | 122,993 | 36,594 | 28,853 | 6,191 | - | 234,051 | ||||||||||||||||
| Balance, February 29, 2024 | 27,973 | 28,843 | 122,993 | 36,594 | 28,853 | 14,447 | - | 259,703 | ||||||||||||||||
| Depreciation for the period | 4,976 | 5,337 | 34,770 | 6,032 | 8,432 | 1,548 | - | 61,095 | ||||||||||||||||
| Balance, May 31, 2024 | 32,949 | 34,180 | 157,763 | 42,626 | 37,285 | 15,995 | - | 320,798 | ||||||||||||||||
| Net book value: | ||||||||||||||||||||||||
| As at February 29, 2024 | 38,728 | 77,896 | 572,420 | 84,041 | 308,362 | 16,512 | 76,309 | 1,174,268 | ||||||||||||||||
| As at May 31, 2024 | 33,752 | 72,559 | 537,650 | 78,009 | 299,930 | 14,964 | 76,309 | 1,113,173 |
| American Lithium Corp. Notes to the Condensed Interim Consolidated Financial Statements For the three months ended May 31, 2024 and 2023 (Expressed in Canadian Dollars – unaudited) |
9. RIGHT-OF-USE ASSETS AND LEASE LIABILITIES
As at May 31, 2024, the right of use assets and lease liabilities are as follows:
Right-of-use assets
| Office Leases | |||
| $ | |||
| Cost: | |||
| Balance, February 28, 2023 | 312,715 | ||
| ROU asset adjustment | (123,649 | ) | |
| As at February 29, 2024 and May 31, 2024 | 189,066 | ||
| Accumulated Depreciation: | |||
| Balance, February 28, 2023 | 103,887 | ||
| Depreciation for the year | 63,119 | ||
| Foreign exchange adjustment | (78,775 | ) | |
| As at February 29, 2024 | 88,231 | ||
| Depreciation for the year | 9,453 | ||
| As at May 31, 2024 | 97,684 | ||
| Net book value: | |||
| As at February 29, 2024 | 100,835 | ||
| As at May 31, 2024 | 91,382 |
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, 2023 | 226,289 | ||
| Lease payments | (89,778 | ) | |
| Finance charge | 11,783 | ||
| Lease liability adjustment | (48,712 | ) | |
| Foreign exchange adjustment | 17,337 | ||
| As at February 29, 2024 | 116,919 | ||
| Lease payments | (12,736 | ) | |
| Finance charge | 3,415 | ||
| 107,598 | |||
| Less: current portion of lease liability | (40,195 | ) | |
| As at May 31, 2024 | 67,403 |
The lease liabilities were discounted at a discount rate of 12%.
| American Lithium Corp. Notes to the Condensed Interim Consolidated Financial Statements For the three months ended May 31, 2024 and 2023 (Expressed in Canadian Dollars – unaudited) |
9. RIGHT-OF-USE ASSETS AND LEASE LIABILITIES (continued)
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 2025 | 38,207 | ||
| Fiscal 2026 | 51,443 | ||
| Fiscal 2027 | 34,961 |
10. EXPLORATION AND EVALUATION ASSETS
| TLC Project | Nevada Option |
Falchani Project |
Macusani Project |
Total | |||||||||||
| $ | $ | $ | $ | $ | |||||||||||
| Balance, February 29, 2023 | 34,833,511 | - | 98,889,911 | 16,534,354 | 150,257,776 | ||||||||||
| Additions: | |||||||||||||||
| Acquisition costs | - | 201,645 | - | - | 201,645 | ||||||||||
| Balance, February 29, 2024 and May 31, 2024 | 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 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.
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.
| American Lithium Corp. Notes to the Condensed Interim Consolidated Financial Statements For the three months ended May 31, 2024 and 2023 (Expressed in Canadian Dollars – unaudited) |
10. EXPLORATION AND EVALUATION ASSETS (continued)
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 now held by the Company's subsidiaries Macusani Yellowcake and Macusani Uranium, have been 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 concessions invalid due to late receipt of the annual validity payment. On November 15, 2023, the Superior Court of Peru unanimously upheld the prior ruling of the lower court in favour of the Company in relation to those 32 concessions which clearly established that Macusani Yellowcake is the rightful owner of these concessions. On December 29, 2023, the Company announced that INGEMMET and MINEM have petitioned the Supreme Court in a final attempt to reverse the ruling. If the petition is successful, Macusani Yellowcake's title to the 32 concessions could be revoked. However, the Company believes that there are no grounds for the Supreme Court to assume jurisdiction and will continue to take all necessary actions, and pursue all available legal options, to defend its interests.
11. SHARE CAPITAL
Authorized
Unlimited number of common shares, without par value.
Issued
During the three months ended May 31, 2024
The Company issued 3,614 common shares in connection with the exercise of 3,614 warrants for total proceeds of $10,842. As a result, the Company transferred $4,821 representing the carrying value of the exercised warrants from reserves to share capital. The remainder of the warrants expired unexercised.
During the year ended February 28, 2023:
In June 2022, the Company issued 2,250,000 common shares of the Company at a fair value of $4,635,000 in relation to the acquisition of additional concessions in Falchani Property. (Note 10)
In January 2023, the Company issued 950,000 common shares of the Company at a fair value of $4,503,000 in relation to the royalty buyback on the TLC Project. (Note 10)
In January 2023, the Company issued 200,000 common shares of the Company at a fair value of $946,000 to acquire Maran Ventures Ltd. (Note 10)
The Company issued 2,966,282 common shares in connection with the exercise of 2,966,282 warrants with a weighted average exercise price of $3.15 for total proceeds of $9,343,053. As a result, the Company transferred $4,174,948 representing the carrying value of the exercised warrants from reserves to share capital. The Company also issued 3,442,589 common shares in connection with the exercise of 3,442,589 stock options with a weighted average exercise price of $1.32 for total proceeds of $4,583,392. As a result, the Company transferred $3,132,758 representing the carrying value of the exercised options from reserves to share capital.
| American Lithium Corp. Notes to the Condensed Interim Consolidated Financial Statements For the three months ended May 31, 2024 and 2023 (Expressed in Canadian Dollars – unaudited) |
11. SHARE CAPITAL (continued)
Stock options
The Company has established an omnibus incentive plan (the "Incentive Plan") for directors, employees, and consultants, which provides for the grant of incentive stock options. Under the Incentive Plan, the exercise price of each option is determined by the Board, based upon the market price and subject to the policies of the Exchange. The aggregate number of shares issuable pursuant to options, and other securities granted under the Incentive Plan is limited to 10% of the Company's issued shares at the time of grant. The aggregate number of options granted to any one optionee in a 12-month period is limited to 5% of the issued shares of the Company.
A summary of changes of stock options outstanding is as follows:
| Options | Weighted average exercise price |
|||||
| $ | ||||||
| Balance, February 28, 2022 | 11,979,216 | 2.47 | ||||
| Granted | 75,000 | 2.73 | ||||
| Exercised | (540,600 | ) | 1.47 | |||
| Forfeited | (465,000 | ) | 3.74 | |||
| Cancelled/Expired | (159,850 | ) | 3.37 | |||
| Balance, February 28, 2023 | 10,888,766 | 2.46 | ||||
| Cancelled/Expired | (166,750 | ) | 2.24 | |||
| Balance, May 31, 2024 | 10,722,016 | 2.46 |
As at May 31, 2024, the following options were outstanding and exercisable:
| Number of options outstanding |
Number of options exercisable |
Exercise price $ |
Remaining life (years) |
Expiry date | ||||||||||
| 200,000 | 200,000 | 0.25 | 0.68 | 4-Feb-25 | ||||||||||
| 1,729,167 | 1,729,167 | 1.28 | 1.30 | 17-Sep-25 | ||||||||||
| 51,515 | 51,515 | 1.03 | 1.53 | 9-Dec-25 | ||||||||||
| 5,758,334 | 5,758,334 | 2.17 | 2.03 | 10-Jun-26 | ||||||||||
| 1,323,000 | 1,323,000 | 3.63 | 2.72 | 16-Feb-27 | ||||||||||
| 250,000 | 250,000 | 1.91 | 3.10 | 4-Jul-27 | ||||||||||
| 150,000 | 150,000 | 2.14 | 3.35 | 4-Oct-27 | ||||||||||
| 1,185,000 | 1,185,000 | 4.85 | 3.68 | 2-Feb-28 | ||||||||||
| 75,000 | 50,000 | 2.73 | 4.14 | 18-Jul-28 | ||||||||||
| 10,722,016 | 10,697,016 |
During the three months ended May 31, 2024, the Company recorded share-based compensation of $12,676 (May 31, 2023 - $1,195,450) in relation to stock options.
During the three months ended May 31, 2024, and 2023 there were no stock options granted.
| American Lithium Corp. Notes to the Condensed Interim Consolidated Financial Statements For the three months ended May 31, 2024 and 2023 (Expressed in Canadian Dollars – unaudited) |
11. SHARE CAPITAL (continued)
Restricted share units
The Incentive Plan also provides for the grant restricted share units ("RSUs") to directors, officers and employees. 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 under the Incentive Plan, as well as any other securities granted under the Incentive Plan, is limited to 10% of the Company's issued shares at the time of grant. The aggregate number of RSUs granted to any one recipient in a 12-month period is limited to 5% of the issued shares of the Company. As of May 31, 2024, all RSUs granted are equity settled and vest over a 2-year period.
The fair value of RSUs as at May 31, 2024, was $2.73 per RSU (May 31, 2023 - $2.73 per RSU).
During the three months ended May 31, 2024, the Company recorded share-based compensation of $1,545,674 (May 31, 2023 - $2,852,544) in relation to the RSUs.
RSU transactions are summarized as follows:
| Number of RSUs | |||
| Balance, February 28, 2023 | 5,695,000 | ||
| Granted | 75,000 | ||
| Vested | (2,900,000 | ) | |
| Forfeited | (40,000 | ) | |
| Balance, February 29, 2024 and May 31, 2024 | 2,830,000 |
A summary of changes of RSUs outstanding is as follows:
| Number of RSUs | Remaining life | Vesting Date | ||||||
| (years) | ||||||||
| 225,000 | 0.10 | July 4, 2024 | ||||||
| 150,000 | 0.35 | October 4, 2024 | ||||||
| 2,380,000 | 0.68 | February 2, 2025 | ||||||
| 75,000 | 1.13 | July 18, 2025 | ||||||
| 2,830,000 |
Performance share units
The Incentive Plan also provides for the grant of performance share units ("PSUs") to directors, officers and employees. 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 under the Incentive Plan, as well as any other securities granted under the Incentive Plan, is limited to 10% of the Company's issued shares at the time of grant. The aggregate number of PSUs granted to any one recipient in a 12-month period is limited to 5% of the issued shares of the Company. As of May 31, 2024, 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 life of 5 years.
| American Lithium Corp. Notes to the Condensed Interim Consolidated Financial Statements For the three months ended May 31, 2024 and 2023 (Expressed in Canadian Dollars – unaudited) |
11. SHARE CAPITAL (continued)
During the three months ended May 31, 2024, the Company recorded share-based compensation of $472,000 (May 31, 2023 - $629,333) in relation to the PSUs.
PSU transactions are summarized as follows:
| Number of PSUs | |||
| Balance, February 28, 2022 | - | ||
| Granted | 2,000,000 | ||
| Balance, February 29, 2024 and May 31, 2024 | 2,000,000 |
Warrants
A summary of changes of warrants outstanding is as follows:
| Warrants | Weighted average exercise price |
|||||
| $ | ||||||
| Balance, February 28, 2023 | 25,909,296 | 3.18 | ||||
| Issued | 10,150 | 3.00 | ||||
| Exercised | (26,307 | ) | 1.75 | |||
| Expired | (5,791,893 | ) | 4.00 | |||
| Balance, February 29, 2024 | 20,101,246 | 2.95 | ||||
| Exercised | (3,614 | ) | 3.00 | |||
| Expired | (20,097,632 | ) | 2.98 | |||
| Balance, February 29, 2024 | - | - |
12. 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 three months ended | ||||||
| May 31, 2024 | May 31, 2023 | |||||
| $ | $ | |||||
| Management and directors' fees | 492,399 | 516,750 | ||||
| Share-based compensation | 2,017,574 | 2,551,713 | ||||
| 2,509,973 | 3,068,463 | |||||
As at May 31, 2024, the Company owed $470 (February 29, 2024 - $24,725) to companies controlled by officers and directors of the Company for unpaid management fees and exploration and evaluation expenses which are included in accounts payable and accrued liabilities.
| American Lithium Corp. Notes to the Condensed Interim Consolidated Financial Statements For the three months ended May 31, 2024 and 2023 (Expressed in Canadian Dollars – unaudited) |
Transactions with Surge, which is deemed to be a related party, have been disclosed in note 6.
These transactions were in the normal course of operations.
| American Lithium Corp. Notes to the Condensed Interim Consolidated Financial Statements For the three months ended May 31, 2024 and 2023 (Expressed in Canadian Dollars – unaudited) |
13. 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 and development 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 three months ended May 31, 2024.
14. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
The Company's financial instruments consist of cash and cash equivalents, GICs, a short-term investment, amounts receivable, deposits, reclamation deposits, accounts payable and accrued liabilities and lease liabilities. As at May 31, 2024, the Company classifies its short-term investment 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 carrying value of the Company's lease liability is measured at the present value of the discounted future cash flows.
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 investment) 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 counterparty to a financial instrument fails to meet its contractual obligations. Financial instruments which are potentially subject to credit risk for the
| American Lithium Corp. Notes to the Condensed Interim Consolidated Financial Statements For the three months ended May 31, 2024 and 2023 (Expressed in Canadian Dollars – unaudited) |
14. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)
Company consist primarily of cash and cash equivalents, GICs and amounts receivable. 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 amounts receivable balance primarily consists of goods and sales taxes receivables from the Government of Canada.
The Company's maximum exposure to credit risk is as follows:
| May 31 | February 29 | |||||
| 2024 | 2024 | |||||
| $ | $ | |||||
| Cash and cash equivalents | 8,965,001 | 11,889,416 | ||||
| Amounts receivable | 107,607 | 616,042 | ||||
| 9,072,608 | 12,505,458 |
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.
| May 31 | February 29 | |||||
| 2024 | 2024 | |||||
| $ | $ | |||||
| Accounts payable and accrued liabilities | 1,744,632 | 2,174,324 | ||||
| Lease liabilities (note 9) | 107,598 | 116,919 | ||||
| 1,852,230 | 2,291,243 |
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 May 31, 2024, the Company had foreign currency net assets of $1,945,702 in United States dollars, amounting to $2,653,353. 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 $265,335.
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.
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.
| American Lithium Corp. Notes to the Condensed Interim Consolidated Financial Statements For the three months ended May 31, 2024 and 2023 (Expressed in Canadian Dollars – unaudited) |
14. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)
The Company's maximum exposure to price risk on its short-term investment is as follows:
| May 31 | February 29 | |||||
| 2024 | 2024 | |||||
| $ | $ | |||||
| Level 3 | 2,966,760 | 4,451,480 |
During the three months ended May 31, 2024, there were no transfers between level 1, level 2 and level 3 classified assets and liabilities.
15. 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:
| May 31, 2024 | Canada | USA | Peru | Total | ||||||||
| $ | $ | $ | $ | |||||||||
| Exploration and evaluation assets | - | 35,035,156 | 115,424,265 | 150,459,421 | ||||||||
| Investment in Surge | 1,611,170 | - | - | 1,611,170 | ||||||||
| Other non-current assets | 120,151 | 774,982 | 905,359 | 1,800,492 | ||||||||
| Total non-current assets | 1,731,321 | 35,810,138 | 116,329,624 | 153,871,083 | ||||||||
| February 29, 2024 | Canada | USA | Peru | Total | ||||||||
| $ | $ | $ | $ | |||||||||
| Exploration and evaluation assets | - | 35,035,156 | 115,424,265 | 150,459,421 | ||||||||
| Investment in Surge | 1,828,201 | - | - | 1,828,201 | ||||||||
| Other non-current assets | 133,804 | 783,359 | 950,949 | 1,868,112 | ||||||||
| Total non-current assets | 1,962,005 | 35,818,515 | 116,375,214 | 154,155,734 |
16. SUPPLEMENTAL DISCLOSURES WITH RESPECT TO CASH FLOWS
| For the three months ended | ||||||
| May 31, 2024 | May 31, 2023 | |||||
| Supplemental cash-flow disclosure: | ||||||
| Interest received | 26,877 | 312,666 | ||||
| Supplemental non-cash disclosure: | ||||||
| Reclassification of stock options exercised | - | 561,349 | ||||
| Reclassification of warrants exercised | 4,821 | 763 | ||||
 |
Management's Discussion and Analysis |
American Lithium Corp.
Management's Discussion and Analysis
For the three-month period ended May 31, 2024
Dated: July 12, 2024
|
Management's Discussion and Analysis |
Introduction
American Lithium Corp. (the "Company" or "American Lithium") is incorporated in British Columbia under the Business Corporations Act (British Columbia) and is engaged in the acquisition, exploration, and development of resource properties, with a current focus on development of its lithium and uranium Projects. The Company's common shares are listed for trading on Tier 2 of the TSX Venture Exchange (the "Exchange") under the symbol "LI", the NASDAQ Capital Market under the symbol "AMLI" and the Frankfurt Stock Exchange under the symbol "5LA". On March 8, 2024, the Company received written notification from the Nasdaq Stock Market LLC ("Nasdaq") indicating that the Company is not in compliance with the minimum bid price requirement of US$1.00 per share under Nasdaq Listing Rule 5550(a)(2) based upon the closing bid price of the Company's common shares for the thirty consecutive business days from January 25, 2024, to March 7, 2024. The Company has until September 4, 2024, to regain compliance with the minimum bid requirement, during which time the Company's common shares will continue to trade on Nasdaq.
This management's discussion and analysis ("MD&A") reports on the operating results and financial condition of the Company for the three-month period ended May 31, 2024, is prepared as of July 12, 2024. The MD&A should be read in conjunction with the unaudited Condensed Interim Consolidated Financial Statements for the three-month period ended May 31, 2024, and May 31, 2023, and the notes thereto. The reader should also refer to the audited financial statements for the years ended February 29, 2024, and February 28, 2023 which were prepared in accordance with International Financial Reporting Standards ("IFRS").
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 Tonopah lithium claims project, the Falchani lithium project and the Macusani uranium project (each as defined below, and collectively, the "Projects"); exploration drilling plans, in-fill and expansion drilling plans and other work plans, 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; 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 outcome of the judicial process, and any and all future remedies pursued by the Company and its subsidiary Macusani Yellowcake S.A.C. ("Macusani") to resolve the title for 32 of its concessions; the anticipated new uranium regulations affecting Peru; and limitations on insurance coverage and 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. 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's primary focus consists of the following projects: the Tonopah Lithium Claims project in Nevada (the "TLC Project"); its Falchani lithium concessions in Peru (the "Falchani Lithium Project" or "Falchani"); and its uranium concessions in Peru (the "Macusani Uranium Project" or "Macusani").
The Company is pursuing development of its two lithium projects, the TLC Project and the Falchani Lithium Project, with Prefeasibility Study ("PFS") work initiated on both projects. For the Macusani Uranium Project, the Company has engaged in work to update the existing Preliminary Economic Assessment (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.
Company highlights for the three-month period ended May 31, 2024
- Falchani Flow Sheet Optimization & Improvements - On June 27, 2024, the Company announced positive results from Falchani process test work ongoing at ANSTO laboratories, which should improve Falchani economics further. Employing counter current leaching/recycling results in 50% reduction in acid consumption and severely reduces reagent requirements for neutralization. Employing solvent extraction ("SX") improves the purity of lithium carbonate produced, SX has the potential to simplify the flow sheet reducing the number of impurity removal stages required, and improves the quality of potential by-products - cesium sulfate ("CS") and sulfate of potash ("SOP).
- Major Peruvian ESG Initiative - March 25, 2024, the Company announced a major ESG project. The solar electrification program is a joint initiative with the Peruvian Armed Forces involving installation of solar panels in remote homes that lack electricity. The Company plans to install 1,000 units this year to benefit the five Andean communities surrounding the Falchani Lithium and Macusani Uranium Projects. Each solar unit powers a lithium-ion battery, four LED lightbulbs, a flashlight, portable radio, and USB ports for charging cell phones. This transformative project is providing needed electricity to isolated farms and dwellings and, amongst numerous benefits, is enabling children to read and study after dusk.
Othe recent developments
- Robust Economics for Falchani PEA - On January 10, 2024, the Company announced results from the updated PEA for the Falchani Lithium Project completed by DRA Global. The results highlight Falchani as a long-life, low-cost potential lithium production centre with the opportunity to produce sulfate of potash ("SOP") fertilizer and cesium sulfate as valuable by-products. The updated PEA Li-only base case highlights include: After-tax Net Present Value ("NPV8%") of $5.11 billion at $22,500/tonne ("t") Lithium Carbonate Equivalent ("LCE") selling price; After-tax internal rate of return ("IRR") of 32.0%; with Operating Costs ("Opex") of $5,092/t LCE. Unless otherwise stated, all dollar figures are in United States dollars. The completion of the Falchani Lithium Project's updated PEA was an important step towards the expediting of Falchani's Pre-Feasibility Study ("PFS"). The accompanying technical report titled: "Falchani Lithium Project NI 43-101 Technical Report - Preliminary Economic Assessment" dated February 22, 2024 with an effective date of January 10, 2024 prepared by DRA Global and Stantec Consulting Inc. was filed February 23, 2024.
- TLC Deposit Expansion - On December 8, 2023, the Company announced results from 14 step out drill holes expanding the measured resource footprint at the TLC Project. A total of 26 diamond core holes and 16 Reverse Circulation ("RC") holes drilled in 2022 and 2023 will be added to the updated mineral resource block model and incorporated into an updated Mineral Resource Estimate ("MRE"), currently underway with Stantec Consulting Inc.
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Management's Discussion and Analysis |
- Filed Semi-Detailed Environmental Impact Assessment Study - On November 28, 2023, the Company announced that it has completed and submitted the Semi-Detailed Environmental Impact Assessment Study ("EIA-sd") for the Falchani Lithium Project to the Ministry of Energy and Mines. The EIA-sd provides a framework for approval of all major phases required to finalize the development and construction of Falchani from mining reserve definition to completion of mine construction and, when approved, the EIA-sd provides authority to drill multiple holes from up to 420 drill platforms across the Falchani Lithium Project, with no additional exploration and development permits required.
- Positive Peruvian Superior Court Ruling - November 15, 2023 the Company announced that the three judge tribunal of Peru's Superior Court specialized in administration disputes unanimously upheld the ruling of the lower court judge in favour of the Company's subsidiary, Macusani Yellowcake in relation to title over 32 disputed concessions out of 172 owned by Macusani. The Court ruling clearly maintains the Company's rightful ownership of these concessions. INGEMMET and MINEM have subsequently filed petitions to the Supreme Court of Peru to hear the case. A decision by the Supreme Court on whether it will accept jurisdiction is expected in Mid2024.
- Falchani Resource Growth - On October 31, 2023, the Company announced an updated MRE for the Falchani Lithium Project increasing the Measured and Indicated lithium resources 476% over the previous March 2019 MRE for Falchani. The latest MRE for Falchani is: Measured Resource - 1.01 million tonnes ("Mt") LCE (69 Mt @ 2,792 ppm Li); Indicated Resource - 4.52 Mt LCE (378 Mt @ 2,251 ppm Li); and Inferred Resource - 3.99 Mt LCE (506 Mt @ 1,481 ppm Li). The accompanying technical report titled: "Technical Report and Mineral Resource Estimate - Falchani Property, Carabaya Province, Department of Puno, South-Eastern Peru" dated December 14, 2023, with an effective date of October 31, 2023, prepared by Stantec Consulting Inc. was filed on December 15, 2023.
- New Lithium Discovery - 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. The Company continues to assess the results from this drill program and the metallurgical potential of the mineralization.
- Refinement of TLC Flowsheet - 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.
- Development of Macusani Uranium internally - On July 17, 2023, the Company announced the decision to defer spin-out of its uranium asset and to advance the next phase of work within American Lithium.
- Intersects of highest-grade Lithium and Cesium Samples encountered to date at Falchani - On July 12, 2023, the Company announced assays of up to 5,645 ppm Lithium and up to 12,610 ppm Cesium.
- Strategic Transaction - On June 12, 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. Surge's primary asset is the Nevada North Lithium Project, for which Surge recently published a mineral resource estimate.
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Management's Discussion and Analysis |
Environmental, Social and Governance
The Company places a large emphasis on 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. In August 2023, the Company published its maiden ESG Report for the 2022 calendar year, which included the following highlights:
• Environmental Stewardship: Zero instances of non-compliance with environmental regulations.
• Ethics & Integrity: Anti-corruption training has been implemented for the Board of Directors and senior management.
• 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/
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. Recently the Company has launched an initiative in conjunction with the Peruvian Army to fund and install up to 1,400 solar / battery systems into homes in its communities to supply lighting and charging capabilities enabling radio, Wi-Fi, and mobile connectivity. Installation of these systems is currently in progress. The Company also assists the community with continuous support for local education (teachers' salaries and supplies) and health care (medical and health care support workers support).
In Nevada, the Company maintains cultural liaison with representatives of all 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 is a sponsor the Nevada State Mining Championships held in Tonopah, NV in May 2024, and raised awareness of the Company and the TLC Project through sponsorship and staffing of a booth at the AEMA conference in Reno in early December 2023. 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.
Qualified Person and Technical Reports
The scientific and technical information contained in this MD&A has been reviewed and approved by Ted O'Connor, Executive Vice President of American Lithium, who is a Qualified Person as defined in National Instrument 43-101.
Certain scientific and technical information contained in this MD&A with respect to the following projects has been taken from their related technical reports as indicated below:
- TLC Project - "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.
- Falchani Lithium Project - "Falchani Lithium Project NI 43-101 Technical Report Preliminary Economic Assessment - Update" dated February 22, 2024, with an effective date of January 10, 2024, prepared by John Joseph Riordan, Aveshan Naidoo, David Alan Thompson of DRA Pacific and Derek J. Loveday and Mariea Kartick of Stantec Consulting Inc.; "Technical Report and Mineral Resource Estimate - Falchani Property, Carabaya Province, Department of Puno, South-Eastern Peru" dated December 14, 2023, with an effective date of October 31, 2023, prepared by Derek Loveday, P. Geo. and Mariea Kartick, P.Geo. of Stantec Consulting Services Inc.
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Management's Discussion and Analysis |
- Macusani Uranium Project - "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.
The most recent technical reports for the TLC project and the Falchani Lithium Project can be viewed on the Company's SEDAR+ profile at www.sedarplus.ca. The Macusani Uranium Project's technical report can be found under the SEDAR+ profile of the Company's subsidiary, Plateau Energy Metals Inc.
Certain technical information in this MD&A refers to the results of PEA's prepared for the Projects. PEAs 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.
Project development updates
The Company's plans are to continue to develop and de-risk the following projects:
TLC Project - Targeting the completion of a PFS in 2025
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 preconcentration and metallurgical testing required to further refine and enhance the TLC Flowsheet for its PFS and ahead of launching pilot operations.
Environmental and cultural work is ongoing ahead of the full mine permitting process which will be formally launched at TLC following finalization of the PFS. To this end, SRK Consulting (U.S.) Inc. of Elko, Nevada has been engaged to coordinate the preparation of a mine plan of Operations with the BLM and Nexus Environmental Consultants Inc. of Reno, Nevada has been engaged to complete biological baseline studies in support of the Mine Plan of Operations application.
Falchani Lithium Project - Targeting the completion of a PFS by H1 2025
EIA drilling has been completed with an updated MRE completed in October 2023, and filed on December 15, 2023. Following this filing, an updated PEA was completed (filed on February 23, 2024) incorporating the updated MRE, adding potential cesium and potassium by-products, with updated project economics including the latest lithium pricing. Both reports are key steps in the finalization of the Falchani Lithium Project PFS, expected in H2 2025. The Company also continues to optimize its flow sheet ahead of finalizing PFS.
Environmental work required for pre-feasibility, feasibility studies and ultimately mine permitting on the Falchani Lithium Project commenced in the fall of 2022 with the initiation of an EIA which includes detailed hydrological / hydrogeological studies focusing on the upper 150m below surface to investigate water table parameters. This program also enabled the recovery of core for resource expansion and reclassification and reclassification and formed part of the updated MRE completed by Stantec Consulting Inc. ("Stantec") in November 2023. The EIA drilling confirmed no water table issues at Falchani, and 4 piezometers were installed to monitor seasonal water flows. The EIA-sd for the Falchani Lithium Project has been submitted to MINEM. The EIA-sd provides a framework for approval of all major phases required to finalize the development of Falchani from mining reserve definition to completion of mine construction and when approved, provides authority to drill up to 420 drill platforms across the Falchani Lithium Project, with no additional permits required. It is anticipated that the full EIA will be complete following completion of PFS at Falchani.
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Management's Discussion and Analysis |
In addition to the in-fill, expansion, and resource reclassification drilling undertaken at the Falchani Lithium 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 Lithium 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. Follow up exploration and metallurgical work is recommended.
Macusani Uranium Project - Targeting the completion of an updated PEA in H2 2024
With the significant improvement noted in the uranium business environment and future outlook fostered by demand for clean energy, the Company will continuously monitor and determine its activities in the light of favourable developments.
The flowsheet is at an advanced stage, and it is currently anticipated that piloting will commence in respect of the Macusani Uranium Project in 2024. In addition, with numerous in-fill and expansion targets identified, further drilling is planned during 2024 at Macusani to upgrade resource categories and expand the existing resource, pending the finalization of the necessary exploration permits. This will lead to an updated MRE. The Company has also commenced updating the historic PEA on the Macusani Project which will use the existing mineral resource model, establish an updated mine schedule incorporating results of the latest pre-concentration, metallurgical and process improvements and update commodity pricing from the original US$50 per lb used in the historic PEA to reflect current more robust pricing.
Properties - Background and Technical Reports
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 also with the potential to be transferred throughout the basin, including to the TLC site, via intra-basin transfer.
The Company has also acquired the option and right of first refusal to purchase further agricultural lands with accompanying 1135 acre-feet of water.
A total of 26 diamond core holes and 16 Reverse Circulation ("RC") holes drilled in 2022 and 2023 will be added to an updated mineral resource block model and incorporated into an updated MRE, currently underway by Stantec geoscientists. Thick, high grade lithium intersections in drill holes outside of the current Measured Resource footprint should convert much of the Indicated Resource to Measured category, particularly to the north-northeast (see: TLC Claim map with Drill Collar Locations, 2022 Mineral Resource Outline & select new drill holes, below).
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Management's Discussion and Analysis |
TLC Claim map with Drill Collar Locations, Mineral Resource Outline & select new drill holes
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Management's Discussion and Analysis |
TLC Project Mineral 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. The Company has 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.
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 |
- 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 PEA
On February 1, 2023, the Company announced the results of a maiden PEA for the TLC Project. The PEA demonstrates that the TLC project has the potential to become a substantial, long-life producer of low-cost lithium carbonate 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.
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Management's Discussion and Analysis |
TLC Project PEA - Highlights (Base Case - Ramp-up Production Li only production):
- Pre-tax NPV8%: $3.64 billion at $20,000/t LCE; After-tax NPV8%: $3.26 billion at $20,000/t LCE
- Pre-tax IRR: 28.8%; After-tax IRR: 27.5%
- PEA mine plan produces: 1.46 Mt LCE Life-of-Mine ("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"): $819 million
- Total Capex: $1,431 million; Sustaining Capital: $792 million
- Opex: $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):
- Pre-tax NPV8%: $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: 38.6%; After-tax IRR: 36.0%
- PEA mine plan produces:1.46 Mt LCE and 64.9 Mt MgSO4 LOM over 40 years
- 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: $827 million
- Total Capex: $1,439 million; Sustaining Capital: $763 million
- Opex: at $7,443/t LCE inclusive of power credits
- Opex: $817/t LCE, inclusive of power & MgSO4 credits
Refer to section "Qualified Person and Technical Reports" above in this MD&A for risks associated with PEAs.
TLC Project PEA - 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 once steady state production is achieved and expanding to 48,000 tpa LCE production for Years 7-19 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.
- 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.
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Management's Discussion and Analysis |
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 |
| 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 sulphate 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.
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Management's Discussion and Analysis |
TLC Project PEA - 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).
| Sensitivity ($)/t | -30% | -20% | -10% | Base Case $20,000/t |
10% | 20% | 30% |
| Pre-tax NPV8% (millions) | $1,243 | $2,042 | $2,842 | $3,641 | $4,441 | $5,240 | $6,040 |
| Pre-tax IRR (%) | 16.3 | 20.7 | 24.9 | 28.8 | 32.5 | 36.0 | 39.4 |
Figure 1 - Base Case Pre-Tax NPV8 Sensitivity Graph
Figure 2 - Base Case Pre-Tax IRR Sensitivity Graph
|
Management's Discussion and Analysis |
Detailed Capital Cost Estimates:
| Capital Costs | Phase 1 | Phase 2 | LOM |
| ($ 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 - Puno, Peru
The Falchani Lithium Project consists of 1,090 km2 of mineral concessions in the Province of Carabaya, Department of Puno, in southeastern Peru (see map below).
Lithium exploration work 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 new lithium occurrences in the vicinity of the Quelcaya village are more extensive than initially modelled. In addition, and as set out above, the Company was able to expand and reclassify the existing resource in Q4 2023 based on EIA drilling in 2022 and 2023. The Company is also targeting additional infill and extension drilling at Falchani with these results to be incorporated into Falchani's PFS. Furthermore, the Company has discovered a new area within the Quelcaya village, 6 kilometers west of the Falchani deposit. The discovery hole intersected lithium mineralization over 222.5 m in subvolcanic intrusive rocks averaging 1,560 ppm Li from 119.1 m downhole.
|
Management's Discussion and Analysis |
Falchani and Quelcaya Project Location Map
A 10-hole hydrology diamond drill program that is part of the environmental work required for an Environmental Impact Assessment ("EIA") on the project which will provide the framework for, and be a key part of, the Mine Permitting Process was completed in September 2023 on the Falchani Lithium Project, led by SRK Peru. No groundwater has been encountered in any of the EIA drill holes.
Additional exploration and development work has been planned to support further extension/in-fill drilling at the Falchani Lithium Project should this prove necessary / desirable and would commence following approval of the EIA-sd filed in November 2023 with the Peruvian authorities and currently expected during H2 2024. Local community acceptance and approvals have been granted and archeological and environmental sampling work has been concluded.
ANSTO continues to investigate optimizing the Falchani flow sheet with recent results announced June 27, 2024. These positive results should improve Falchani economics further. Employing counter current leaching/recycling results in 50% reduction in acid consumption and significantly reduces reagent requirements for neutralization. Employing solvent extraction ("SX") improves the purity of lithium carbonate produced with the potential to simplify the flow sheet reducing the number of impurity removal stages required, and improves the quality of potential by-products - cesium sulfate ("CS") and sulfate of potash ("SOP).
TECMMINE in Peru continues to run numerous additional full cycle tests on the existing "lithium-only" flow-sheet and continues to produce high purity LC with purities between 99.50% - 99.87% LC. (above typical battery grade designation)
Falchani Lithium Project PEA
An updated MRE was completed by Stantec Consulting Services Inc. and announced October 31, 2023, expanding the contained lithium resources in the Measured & Indicated categories by 476%. The Falchani Lithium Project resource is comprised primarily of three zones, namely the upper breccia unit ("UBX"), lithium-rich tuff unit ("LRT") and lower breccia unit ("LBX"), in order of stratigraphy. A lower grade Li-rich subvolcanic intrusion (Coarse Felsic Intrusion) forms the basement to the Falchani volcanic stratigraphy, and contributes to the overall MRE Inferred category.
|
Management's Discussion and Analysis |
Using the updated MRE completed by Stantec (filed December 15, 2023), an updated PEA was completed by DRA Global and filed on February 23, 2024, demonstrating that the Falchani Lithium Project has the potential to become a substantial, low-cost, long-life producer of high purity lithium carbonate with the potential to also produce SOP and Cesium Sulfate ("CsS" or "Cs2SO4") by-products alongside LCE. Key highlights and figures of the updated PEA can be found below.
The Falchani Lithium Project's updated MRE and updated PEA both include the Falchani and Ocacasa 4 concessions based on the most recent legal decision confirming the Company's ownership of all concessions. However, please refer to the "Cautionary Note Regarding Concessions" section in this MD&A.
The PEA base case envisions an initial 1.5 Mtpa processing throughput (Years 1-5), expanding to 3.0 Mtpa (Years 6-10) and ultimately ramping up to 6.0 Mtpa (Years 11-43) with 32 years of mining followed by 11 years of stockpile processing. The PEA alternative processing case is identical, but with added production of high purity SOP and Cs2SO4 as by-products from Years 6-43 alongside the initial expansion. Unless otherwise stated, all dollar figures are in US currency.
Falchani Lithium Project PEA - Highlights (Base Case - Li only production):
- Pre-tax NPV8%: $8.41 billion at $22,500/tonne ("t") LCE; After-tax NPV8%: $5.11 billion at $22,500/t LCE
- Pre-tax IRR: 40.7%; After-tax IRR: 32.0%
- Pre-tax initial capital payback period: 2.5 years; After-tax payback: 3.0 years
- Average LOM annual pre-tax cash flow: $1,003 million; Annual after-tax cash flow: $628 million
- Initial Capex: $681 million
- Total Capex (Phases 1, 2 & 3): $2,565 million; Sustaining Capital: $236 million
- Opex: $5,092/t LCE
- PEA mine plan produces: 2.64 Mt LCE LOM over 43 years
- Phase 1: 23,000 tpa LCE; Phase 2: 45,000 tpa; and Phase 3: 84,000 tpa
Falchani Lithium Project PEA Highlights (Alternate Case - Li-only in Phase 1; SOP + Cs2SO4 added from Phase 2):
- Identical LCE production scenario, but with added average production of 81,556 tpa of SOP and 3,796 tpa of CsS from Years 6-43;
- Pre-tax NPV8%:$9.25 billion at $22,500/t LCE, $1,000/t SOP & $58,000/t Cs2SO4; After-tax NPV8%: $5.59 billion at $22,500/t LCE, $1,000/t SOP & $58,000/t Cs2SO4
- Pre-tax IRR: 38.5%; After-tax IRR: 29.9%
- Pre-tax initial capital payback period: 2.5 years; after-tax payback: 3.0 years
- Average LOM pre-tax annual cash flow: $1,211 million; annual after-tax cash flow: $758 million
- Initial Capex: $681 million
- Total Capex: $3,466 million; Sustaining Capital: $260 million
- Opex: $5,705/t LCE (for all products)
- Opex: $1,361/t LCE, inclusive of SOP & Cs2SO4 credits
- PEA mine plan produces: 2.64 Mt LCE and 3.19 Mt SOP and 147,000t Cs2SO4 LOM over 43 years
Falchani Lithium Project PEA - Mine Life & Production
- Simple drill, blast, truck and shovel open pit mining of the near-surface, high-grade (>2,700 ppm Li) resource.
- Mining ceases at the end of year 32 and rehandling of the <2,700 ppm Li stockpile allows production to continue for Years 33-43.
- Average LOM Production of approximately 61,400 tpa of 99.5% LCE for 43 years.
- LOM Strip Ratio (Waste:Ore) of 0.60:1 after accounting for processed stockpile material
- Sulfuric acid leaching using industry standard techniques and flowsheet produces high purity lithium carbonate to enable the production of battery grade LCE.
|
Management's Discussion and Analysis |
- SOP is an important fertilizer product for specialty crops, especially those grown in Peru (ex. avocado, blueberries, grapes & coffee) with a decent, and growing global market. SOP production from Falchani has the potential to satisfy Peru's domestic needs with additional export possibility.
- Cesium is used in high-pressure, high-temperature offshore oil and gas drilling and is used in infrared detectors, optics, photoelectrical cells, scintillation counters and spectrometers. Isotopes of cesium are atomic clocks necessary for aircraft guidance systems, global positioning satellites, and internet and cell phone applications. Cesium sulfate produced at Falchani can be further refined by third parties into desired end-products.
Falchani Lithium Project - Key Highlights
| Description | Units | Base Case | Alternate Case |
| LCE Selling Price | $/tonne | $22,500 | $22,500 |
| Life of Mine | years | 43 | 43 |
| Processing Rate P1 / P2 / P31 | ROM Mtpa | 1.5/3.0/6.0 | 1.5/3.0/6.0 |
| Average Throughput (LOM) | tpa | 4,946,898 | 4,946,898 |
| LCE Produced (average LOM)1 | tpa | 61,400 | 61,400 |
| P1 LCE Production (steady state) | tpa | 23,000 | 23,000 |
| P2 LCE Production (steady state) | tpa | 45,000 | 45,000 |
| P3 LCE Production (steady state) | tpa | 84,000 | 84,000 |
| LCE Produced (total LOM)1 | tonnes | 2,639,610 | 2,639,610 |
| Unit Operating Cost (OPEX) LOM2 | $/LCE tonne | 5,092 | 1,361 |
| SOP Produced (average LOM)1 | tpa | n/a | 81,556 |
| SOP Selling Price | $/tonne | n/a | 1,000 |
| Cs2SO4 Produced (average LOM)1 | tpa | n/a | 3,796 |
| Cs2SO4 Selling Price | $/tonne | n/a | 58,000 |
| Capital Cost (CAPEX)3 P1 | $ M | 681 | 681 |
| Capital Cost (CAPEX)3 LOM | $ M | 2,565 | 3,466 |
| Sustaining Capital Costs (undiscounted) | $ M | 236 | 260 |
| Project Economics | |||
| Pre-tax: | |||
| Net Present Value (NPV) (8%) | U$ M | 8,411 | 9,251 |
| Internal Rate of Return (IRR) | % | 40.7 | 38.5 |
| Initial Payback Period (undiscounted) | years | 2.5 | 3.0 |
| Average Annual Cash Flow (LOM) | $ M | 1,003 | 1,211 |
| Cumulative Cash Flow (undiscounted) | $ M | 43,150 | 52,072 |
| After-tax:4 | |||
| Net Present Value (NPV)8%) Post-Tax | $ M | 5,109 | 5,585 |
| Internal Rate of Return (IRR) Post-Tax | % | 32.0 | 29.9 |
| Payback Period (undiscounted) | years | 3.0 | 3.0 |
| Average Annual Cash Flow (LOM) | $ M | 628 | 758 |
| Cumulative Cash Flow (undiscounted) | $ M | 27,011 | 32,597 |
|
Management's Discussion and Analysis |
Notes:
1. Production: base case is 3 phases, 1.5Mtpa, 3.0Mtpa and 6.0Mtpa throughput; alternative case is identical with production of Li-only in Phase 1, but with SOP and CsS co-products from Phase 2 expansion onward (Years 6-43).
2. Includes all operating expenditures with credit for SOP and CsS 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 consider all current applicable taxes and include: Depreciation; Workers' Participation Tax; Mining Pension Fund; Modified Mining Royalty Tax; and Federal Income Taxes.
Refer to section "Qualified Person and Technical Reports" above in this MD&A for risks associated with PEAs.
Falchani Lithium Project PEA - Sensitivities
The NPV for the project is most sensitive to LCE/metal selling price, but relatively far less sensitive to operating costs, capital costs and mining costs, in descending order of affect. IRR is most sensitive to capital costs and LCE/metal selling price (Figures 1 and 2, below).
Figure 1 - Base Case Post-Tax NPV8 Sensitivity Graph
Figure 2 - Base Case Post-Tax IRR Sensitivity Graph
|
Management's Discussion and Analysis |
Falchani Lithium Project - Mining
Based on the analysis completed by DRA Global, the Falchani Lithium Project is highly amenable for development by conventional open pit, drill-blast, truck and shovel operation. The Base Case and Alternative Case have identical LOM production plans and schedules.
Falchani Lithium Project - Mining/Processing Rates
|
Parameter |
Unit |
Value |
|
Production Life |
Years |
43 (includes 2-year production ramp up)1 |
|
Material mined |
Mt |
339.7 |
|
ROM head grade to leach (Years 1-32) |
ppm Li |
3,382 |
|
ROM head grade to leach (Years 33-43) |
ppm Li |
1,841 |
|
Recovered LCE |
LOM Mt |
2.63 |
|
Waste |
LOM Mt |
127.0 |
|
Total Mineralized Material throughput |
LOM Mt |
212.7 |
|
Strip Ratio (LOM) |
(tw:to) |
0.60 |
1. 2 years construction, including 1 year Capitalized pre-production mining; 2-year production ramp-up with 75% nameplate in Year 2.
Falchani Lithium Project - Detailed Capital Cost Estimates:
| Capital Costs | Phase 1 | Phase 2 | Phase 3 | LOM |
| ($ millions) | ||||
| Mining (pre-strip and capital) | 10.3 | 10.3 | 20.6 | 41.2 |
| Processing plant - Direct costs | 399.9 | 359.9 | 720.5 | 1480.3 |
| Processing plant/mine - Infrastructure | 36.3 | 32.7 | 65.5 | 134.5 |
| Bulk infrastructure1 | 35.1 | 17.6 | 35.2 | 87.9 |
| Tailings2 | 29.2 | - | 127.4 | 156.6 |
| Total Direct Costs | 510.8 | 420.5 | 969.1 | 1900.4 |
| Total Indirect Costs (Process Plant)2 | 109.7 | 98.7 | 197.4 | 405.8 |
| Contingency (Process Plant)11% | 60.1 | 54.1 | 108.2 | 222.4 |
| Closure Costs (captured in sustaining) | - | - | - | 36 |
| TOTAL - Li Only Base Case | 680.6 | 573.3 | 1274.7 | 2,565 |
| Added Plant Capex for Cs2SO4 + SOP | - | 417 | 395 | 812 |
| Added Contingency for Cs2SO4 + SOP | - | 45.9 | 43.5 | 89.4 |
| TOTAL - Li + Cs2SO4 + SOP | 680.6 | 1,036.3 | 1713.2 | 3,466 |
| Sustaining Capital Costs - Li only | - | - | - | 235.6 |
| Sustaining Capital Costs - Li + Cs2SO4 + SOP | - | - | - | 259.9 |
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 - Mineral Resource Estimate
The PEA has considered mining pit shells based on optimization using an internal cutoff of >2,700 ppm Li based on the latest MRE data and technical report.
The mineral resource estimate for the Falchani Lithium Project, effective October 31, 2023, are reported at various cutoff grades, but the 600 ppm Li economic cut-off grade was considered applicable. The MRE results are as follows:
|
Cutoff |
Volume |
Tonnes |
Li |
Million Tonnes (Mt) |
Cs |
K |
Rb |
||
|
Li (ppm) |
(Mm^3) |
(Mt) |
(ppm) |
Li |
Li2CO3 |
LiOH*H2O |
(ppm) |
(%) |
ppm |
|
Measured |
|||||||||
|
600 |
29 |
69 |
2792 |
0.19 |
1.01 |
1.15 |
631 |
2.74 |
1171 |
|
1000 |
27 |
65 |
2915 |
0.19 |
1.01 |
1.15 |
647 |
2.71 |
1208 |
|
1200 |
25 |
61 |
3142 |
0.18 |
0.96 |
1.09 |
616 |
2.74 |
1228 |
|
Indicated |
|||||||||
|
600 |
156 |
378 |
2251 |
0.85 |
4.52 |
5.14 |
1039 |
2.92 |
1055 |
|
1000 |
136 |
327 |
2472 |
0.81 |
4.31 |
4.9 |
1095 |
2.87 |
1104 |
|
1200 |
129 |
310 |
2549 |
0.79 |
4.20 |
4.78 |
1069 |
2.86 |
1146 |
|
Measured +Indicated |
|||||||||
|
600 |
185 |
447 |
2327 |
1.04 |
5.53 |
6.29 |
976 |
2.90 |
1072 |
|
1000 |
163 |
392 |
2551 |
1.00 |
5.32 |
6.05 |
1021 |
2.84 |
1121 |
|
1200 |
154 |
371 |
2615 |
0.97 |
5.16 |
5.87 |
1009 |
2.84 |
1130 |
|
Inferred |
|||||||||
|
600 |
198 |
506 |
1481 |
0.75 |
3.99 |
4.54 |
778 |
3.31 |
736 |
|
1000 |
138 |
348 |
1785 |
0.6 |
3.3 |
3.75 |
886 |
3.18 |
796 |
|
1200 |
110 |
276 |
1961 |
0.54 |
2.87 |
3.27 |
942 |
3.10 |
850 |
- 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 80%, fixed density of 2.40 g/cm3 for the mineralized Upper Breccia, Lithium Rich Tuff and Lower Breccia Geological Units and a fixed density of 2.70 g/cm3 for the mineralized Coarse Felsic Intrusion.
- Tonnes are Metric
- Conversions: 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 Mariea Kartik, P. Geo., 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. The effective date of the Mineral Resource Estimate is October 30,2023. There is no certainty that any mineral resource will be converted into mineral reserve.
The mineral resource estimates are based on 12,317 m from 67 drill holes from 35 Platforms (2017 to 2023). 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 (see Figure: Falchani Lithium Project Mineral Classification and Drill Platform Location Map, below).
|
Management's Discussion and Analysis |
Falchani Lithium Project Mineral Classification and Drill Platform Location Map
Falchani Lithium Project - 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.
|
Management's Discussion and Analysis |
The Company has also subsequently completed and submitted the semi-detailed EIA, covering the project, building on the Environmental Baseline Study. The environmental work required for the PFS on the Falchani Lithium project was led by SRK Peru, and includes detailed hydrological / hydrogeological studies focusing on investigating water table parameters within the upper 120-150 m below surface. The Company anticipates approval of the semi-detailed EIA shortly and the full EIA following completion of PFS.
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.
Macusani Uranium Project - Puno, Peru
The Macusani Uranium 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 Lithium Project, the Macusani Uranium Project is proximal to excellent infrastructure and although it currently has the benefit of significant historical work, includes a significantly under explored land package. Planned near-term 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. In addition, the Company is currently updating the historic PEA on Macusani for recent work, including on preconcentration, tank leaching vs heap leaching and updating the US$50 commodity pricing for current market pricing.
Macusani Uranium Project - PEA
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 minor supplemental high-grade underground component feeding a centralized processing facility.
Six complexes covering multiple concessions contain mineral resources, four complexes are included in the Macusani Uranium Project PEA filed under Plateau's profile on SEDAR+ at www.sedarplus.ca. Of these four complexes, three have portions of the mineral resources on concessions that have been subject to dispute and these have been protected by judicial rulings restoring concession title, rights, and validity to the Company. (Refer to "Cautionary Note Regarding Concessions" section in this MD&A which contain details on judicial processes relating to 32 of the Company's concessions).
Processing work tailored towards upgrading, or pre-concentrating, through communition/concentration studies on the uranium mineralization commenced in August 2020 with encouraging results released March 30, 2021. The work utilized mineralization from 3 main deposits, with successful upgrading from all deposits tested. Uranium preferentially reports to the fine fraction with an upgrade factor of 2.3 in 30-35% of original mass. 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.
Work has started on updating the PEA for Macusani. DRA Global will use the existing historical resource estimate to develop a new mining block model and schedule with processing based on employing preconcentration in combination with tank leaching refinements developed and refined in recent years. Pricing will also be updated to reflect the current more robust pricing environment.
|
Management's Discussion and Analysis |
Environmental
Within the Macusani Uranium 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 do not directly affect any such sites, and as such are not impacted by them.
In order to protect these sites of cultural interest and 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. Desktop work is completed, and on-site work resumed in July 2022. Archeological study results will be submitted to the Peruvian Ministry of Culture following this final dry season field study.
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.
Macusani Project Exploration and Development Work
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, expected in H2 2024. An update of the existing Macusani PEA based on the historical MRE and including pre-concentration and tank leach processing improvements should be completed in H2 2024 following which PFS work will commence. As previously announced, the Company has had success in pre concentrating / upgrading Macusani uranium mineralization with the potential to significantly improve the economics of the existing PEA and to increase the resources included in the existing PEA. While the Company considers the latest PEA for the Macusani Uranium Project to be historical, it should be noted that uranium prices have rebounded over the past 12 months with the spot price now above $80/lb and term pricing forecast to stay above $75/lb, well above the $50/lb U3O8 pricing used in the historical PEA. The Company also has a plan to launch pilot plant test work for Macusani in later 2024.
|
Management's Discussion and Analysis |
Macusani Project Location Map with new target areas
Cautionary Note Regarding Concessions
32 of the 174 Falchani Lithium and Macusani Uranium project concessions now held through the Company's subsidiary Macusani Yellowcake S.A.C. have been 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 concessions validity payments. On November 15, 2023 the Superior Court of Peru unanimously upheld the prior ruling of the lower court in favour of the Company in relation to those 32 concessions, which clearly established that Macusani is the rightful owner of these concessions. On December 29, 2023 the Company announced that INGEMMET and MINEM have petitioned the Supreme Court to assume jurisdiction in a final attempt to reverse the ruling. If the petition is successful, Macusani's title to the 32 concessions could be revoked. The Company believes that there are no grounds for the Supreme Court to assume jurisdiction and that the petitions should be rejected immediately and thus mark the end of the case, and accordingly will continue to take all necessary actions, and pursue all available legal options, to defend its interests.
|
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.
Summary of Quarterly Results
The following table sets out selected quarterly financial information for each of the eight most 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.
Previously, the Company's net losses were primarily impacted by exploration and evaluation expenditures and share-based compensation. Since the period ending August 31, 2023, net losses have also been impacted by the Company's strategic investment in Surge and the associated equity pick-up and dilution losses recorded by the Company.
| 31-May-24 | 29-Feb-24 | 30-Nov-23 | 31-Aug-23 | |
| $ | $ | $ | $ | |
| Total assets | 167,920,270 | 173,594,831 | 177,178,511 | 185,429,628 |
| Total liabilities | 3,536,802 | 4,246,386 | 4,389,041 | 5,110,999 |
| Working capital | 11,422,074 | 16,323,474 | 21,365,132 | 28,247,647 |
| Revenues | - | - | - | |
| Net loss | (7,192,604) | (7,013,110) | (11,184,352) | (10,581,005) |
| Comprehensive loss | (7,006,169) | (7,011,816) | (11,169,972) | (10,579,027) |
| Loss per share | (0.03) | (0.03) | (0.05) | (0.05) |
| 31-May-23 | 28-Feb-23 | 30-Nov-22 | 31-Aug-22 | |
| $ | $ | $ | $ | |
| Total assets | 188,859,007 | 194,280,141 | 183,914,633 | 188,910,671 |
| Total liabilities | 2,095,404 | 1,890,074 | 2,362,560 | 4,341,810 |
| Working capital | 35,625,925 | 41,394,150 | 36,058,791 | 39,090,026 |
| Revenues | - | - | - | - |
| Net loss | (11,125,623) | (10,191,240) | (5,508,459) | (11,043,199) |
| Comprehensive loss | (11,122,415) | (9,845,287) | (5,436,973) | (10,709,964) |
| Loss per share | (0.05) | (0.05) | (0.03) | (0.05) |
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Management's Discussion and Analysis |
Variances can be explained as follows:
- For the three-month end period ended May 31, 2024, net losses decreased over the prior quarter due mainly to reduced share-based compensation for a spend of $2,030,350 (February 29, 2024 - $3,570,571)
- For the quarter ended February 29, 2024, net losses decreased over the prior quarter due mainly to a reduction of exploration activity on the Company's properties for a total spend of $1,283,713 and a recognition of share-based compensation for $3,570,571.
- For the quarter ended November 30, 2023, the higher net loss compared to August 31, 2023 is related to a combined loss on short-term investment of $1,916,008, including a deferred gain recognition, and a combined share of net loss and dilution loss of $734,426 related to the equity investment in Surge; partly offset by decreased expenses on exploration and evaluation ($2,407,547), marketing ($867,862) and share-based compensation ($464,155).
- For the quarter ended August 31, 2023, net losses are primarily 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, net losses are primarily 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, net losses are primarily 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, net losses were at a reduced level primarily due to a reduction in exploration and evaluation expenditures of $2,370,755 and share-based compensation of $2,071,572.
- For the quarter ended August 31, 2022, 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.
Results of Operations
The table below details the significant changes in administrative expenditures for the three months ended May 31, 2024, as compared to the corresponding three months ended May 31, 2023:
| Expenses | Increase / Decrease in Expenses |
Explanation for Change |
| Exploration and evaluation expenditures | Decrease of $2,984,458 | Reduced exploration activity during the current period in conjunction with the comparative period containing costs related to the release of the TLC project's current MRE and PEA. |
| Professional fees | Increase of $136,466 | Decreased due to the prior year containing legal fees incurred for an Ontario Securities Commission ("OSC") settlement. |
| Share-based compensation | Decrease of $2,646,977 | Decreased due to the majority of previously granted stock options being fully vested, partly offset by an increasing number of RSU and PSU units being subject to graded vesting. |
In addition to the above, the Company incurred the following for the three months period ended May 31, 2024, as compared to the corresponding three months period ended May 31, 2023:
- Incurred a loss on short-term investment of $1,484,720 and $nil, respectively, in relation to the Surge common share purchase warrants held by the Company.
- Interest and miscellaneous income decreased by $294,705 primarily due to a reduction in interest bearing funds held on deposit
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Management's Discussion and Analysis |
Cash Flows
Net cash used in operating activities for the three months ended May 31, 2024, was $3,106,027 (May 31, 2023 - $6,932,258). The cash used consisted primarily of exploration and evaluation expenditures of $1,750,741 (May 31, 2023 - $4,735,199) and corporate overhead expenditures net of non-cash expenditures and a net change in non-cash working capital.
During the three-month period ended May 31, 2024, cash provided by investing activities was $Nil (May 31, 2023 - $4,693,439).
During the three months ended May 31, 2024, cash used in financing activities was $1,894 (three months ended May 31, 2023 - cash provided by financing activities of $794,238. The Company received proceeds of $Nil (May 318, 2023 - $801,908) in connection with the exercise of stock options and $10,842 (May 31, 2023 - $16,716) in connection with the exercise of warrants.
Liquidity and Capital Resources
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 private placement financings and the subsequent exercise of share purchase warrants issued in connection with such private placements and the exercise of stock options. 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 May 31, 2024, the Company had working capital of $11,422,074 (February 29, 2024 - $16,323,474). During the three-month period ended May 31, 2024 the Company's cash and GIC positions decreased $2,924,415.
Off-Balance Sheet Arrangements
The Company has not entered into any off-balance sheet arrangements.
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 three months ended | ||||||
| 31-May-24 | 31-May-23 | |||||
| $ | $ | |||||
| Management and directors' fees | 492,399 | 516,750 | ||||
| Share-based compensation | 2,017,574 | 2,551,713 | ||||
| 2,509,973 | 3,068,463 | |||||
As at May 31, 2024, the Company owed $470 (February 29,2024 - $24,725) to companies controlled by officers and directors of the Company for unpaid management fees and exploration and evaluation expenses which is included in accounts payable and accrued liabilities.
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Management's Discussion and Analysis |
Transactions with Surge, which is deemed to be a related party, have been disclosed in note 7 of the Company's Condensed Interim Consolidated Financial Statements for the three-month period ended May 31, 2024 and May 31, 2023.
These transactions were in the normal course of operations.
Material Accounting Policy Information
Investment in associate
The Company accounts for its strategic investment in Surge, over which it has significant influence, as an investment in associate using the equity method, whereby the investment is initially recorded at cost, and subsequently adjusted to recognize the Company's share of earnings or losses from the associated company. The consolidated statements of loss and comprehensive loss reflect the share of the net loss of the associated company from the acquisition date forward. Changes in the Company's interest in its associated company resulting in dilution gains or losses, are recognized in the consolidated statements of loss and comprehensive loss.
The Company determines whether any objective evidence of impairment exists at each reporting date. If impaired, the carrying value of the investment is written down to its recoverable amount.
An assessment is made at each reporting date to determine whether there is an indication that previously recognised impairment losses no longer exist or have decreased. If such indication exists, the Company estimates the asset's or CGU's recoverable amount. A previously recognised impairment loss is reversed only if there has been a change in the assumptions used to determine the asset's recoverable amount since the last impairment loss was recognised. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in the consolidated statement of loss and comprehensive loss.
Accounting pronouncements not yet adopted
IFRS 18 Presentation and Disclosure in Financial Statements, which will replace IAS 1, Presentation of Financial Statements aims to improve how companies communicate in their financial statements, with a focus on information about financial performance in the statement of profit or loss, in particular additional defined subtotals, disclosures about management-defined performance measures and new principles for aggregation and disaggregation of information. IFRS 18 is accompanied by limited amendments to the requirements in IAS 7 Statement of Cash Flows.
The Company has performed an assessment of new standards issued by the IASB that are not yet effective and has determined that any other standards that have been issued would have no or very minimal impact on the Company's annual consolidated financial statements.
Judgements and estimates
The preparation of annual consolidated financial statements in conformity with IFRS requires management to make judgements, 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 annual 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 judgments about carrying values of assets and liabilities that are not readily apparent from other sources.
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Management's Discussion and Analysis |
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 key 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 in 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.
The Company's investment in Surge required the use of the Black-Scholes option pricing model to determine the discount for lack of marketability applied to the initial value of the Surge common shares and to value the Surge 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.
Determination of significant influence
The accounting for investments in other companies can vary depending on the degree of control and influence over those other companies. Management is required to assess at each reporting date the Company's control and influence over these other companies. Management has used its judgment to determine which companies are controlled and require consolidation and those which are significantly influenced and require equity accounting. As at May 31, 2024, the Company determined it has significant influence in Surge.
Financial Instruments and Risk Management
Fair value of financial instruments
The Company's financial instruments consist of cash and cash equivalents, GICs, a short-term investment, amounts receivable, deposits, reclamation deposits, accounts payable and accrued liabilities and lease liabilities. As at May 31, 2024, the Company classifies its short-term investment as FVTPL and its remaining financial assets at amortized cost. For financial instruments at amortized cost, their carrying values approximate their fair values because of their current nature. The carrying value of the Company's lease liability is measured at the present value of the discounted future cash flows.
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:
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Management's Discussion and Analysis |
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 Surge Warrants (short-term investment) 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 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, GICs and amounts receivable. 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 amounts receivable balance primarily consists of good and sales taxes receivables from the Government of Canada. As at May 31, 2024, the Company has gross credit exposure of $9,072,608.
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. As at May 31, 2024, the Company had a cash and cash equivalents balance of $8,965,001 to settle financial liabilities of $1,852,231. 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 May 31, 2024, the Company had foreign currency net assets $1.945,702 in United States dollars, amounting to $2,653,353. 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 $265,335.
Interest Rate Risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company 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.
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. As at May 31, 2024, the Company's maximum exposure to price risk on its short-term investment is $2,966,760.
During the three-month period ended May 31, 2024, and May 31, 2023, there were no transfers between level 1, level 2 and level 3 classified assets and liabilities.
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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: 217,559,501 common shares, 10,722,016 stock options, 2,830,000 restricted share units and 2,000,000 performance share units.
c) Outstanding stock options and their respective exercise prices are below.
| Number of options outstanding |
Number of options exercisable |
Exercise price $ |
Remaining life (years) |
Expiry date |
| 200,000 | 200,000 | 0.25 | 0.68 | 4-Feb-25 |
| 1,729,167 | 1,729,167 | 1.28 | 1.30 | 17-Sep-25 |
| 51,515 | 51,515 | 1.03 | 1.53 | 9-Dec-25 |
| 5,758,334 | 5,758,334 | 2.17 | 2.03 | 10-Jun-26 |
| 1,323,000 | 1,323,000 | 3.63 | 2.72 | 16-Feb-27 |
| 250,000 | 250,000 | 1.91 | 3.10 | 4-Jul-27 |
| 150,000 | 150,000 | 2.14 | 3.35 | 4-Oct-27 |
| 1,185,000 | 1,185,000 | 4.85 | 3.68 | 2-Feb-28 |
| 75,000 | 50,000 | 2.73 | 4.14 | 18-Jul-28 |
| 10,722,016 | 10,697,016 |
Internal controls over financial reporting
The Company's management is responsible for designing and maintaining an adequate system of internal controls over financial reporting as required under National Instrument 52-109 - Certification of Disclosure in Issuers' Annual and Interim Filings. Management designed the internal control system based on the Internal Control - Integrated Framework (2013) published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). From this framework, an evaluation of the internal control system was completed, and management concluded that the system of internal controls over financial reporting was effective as at February 29, 2024.
Any internal control system, no matter how well designed, has inherent limitations. Therefore, internal controls can only provide reasonable assurance with respect to financial statement preparation and presentation.
There have not been any significant changes in the Company's internal control over financial reporting during the three-month period ended May 31, 2024 that have materially affected or are reasonably likely to materially affect the Company's internal controls over financial reporting.
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Management's Discussion and Analysis |
Disclosure controls and procedures
The Company's disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by the Company is recorded, processed, summarized and reported within the time periods specified in the securities legislation. The Company's management has concluded that the disclosure controls and procedures were effective as at February 29, 2024.
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.
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), there are a number of risks that may have a material and adverse impact on the future operating and financial performance of the Company and could cause the Company's operating and financial performance to differ materially from the estimates described in forward-looking statements relating to the Company. Readers are advised to review and consider risk factors disclosed in the Annual Information Form for the fiscal year ended February 29, 2024 available under the Company's profile on SEDAR+ at www.sedarplus.ca.
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.
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. Refer to the Cautionary Note Regarding Concessions in this MD&A.
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.
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Management's Discussion and Analysis |
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.
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.
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Management's Discussion and Analysis |
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 changes 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.
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.
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Management's Discussion and Analysis |
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.
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.
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Management's Discussion and Analysis |
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.
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.
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.
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Management's Discussion and Analysis |
Cautionary notice to US investors regarding mineral resource estimates
Disclosure of mineral resource estimates and mineral classification terms herein are made in accordance with the Canadian National Instrument 43-101 Standards of Disclosure for Mineral Projects. NI 43-101 is a rule established by the Canadian Securities Administrators ("CSA") that sets the standards for all public disclosure by issuers regarding scientific information and technical data concerning mineral projects. Unless otherwise indicated, all mineral resource estimates contained in the technical disclosure have been prepared in accordance with NI 43-101 and the Canadian Institute of Mining, Metallurgy and Petroleum Definition Standards on Mineral Resources and Reserves ("CIM Definition Standards"). Canadian standards, including NI 43-101, differ significantly from the historical requirements of the United States Securities and Exchange Commission ("SEC"), and mineral resource information contained or incorporated by reference in this MD&A may not be comparable to similar information disclosed by U.S. companies.
The SEC has adopted amendments to its disclosure rules to modernize the mineral property disclosure requirements for issuers whose securities are registered with the SEC. These amendments became effective February 25, 2019 (the "SEC Modernization Rules") and, following a two-year transition period, the SEC Modernization Rules replaced the historical property disclosure requirements for mining registrants that are included in SEC Industry Guide 7 for fiscal years beginning January 1, 2021 or later.
Under the SEC Modernization Rules, the definitions of "proven mineral reserves" and "probable mineral reserves" have been amended to be substantially similar to the corresponding CIM Definition Standards and the SEC has added definitions to recognize "measured mineral resources", "indicated mineral resources" and "inferred mineral resources" which are also substantially similar to the corresponding CIM Definition Standards; however, there are still differences in the definitions and standards under the SEC Modernization Rules and the CIM Definition Standards. Therefore, the Company's mineral resources as determined in accordance with NI 43-101 may be significantly different than if they had been determined in accordance with the SEC Modernization Rules.
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 condensed interim consolidated financial Statement for the three-month period ended May 31, 2024, and May 31, 2023;
- the Company's audited consolidated financial statements for the years ended February 29, 2024, and February 28, 2023
- the Company's Annual Information Form.
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 May 31, 2024.
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, 2024 and ended on May 31, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.
Date: July 15, 2024
/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 May 31, 2024.
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, 2024 and ended on May 31, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.
Date: July 15, 2024
/s/ Philip Gibbs
Philip Gibbs
Chief Financial Officer